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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on October 29, 2009March 13, 2014

Registration Statement No. 333-159221333-          


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Amendment No. 3FORM S-4

to

Form S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



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

Delaware628236-3817266

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

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)

SEE TABLE OF ADDITIONAL REGISTRANTS



John L. MacCarthy
EVP, Secretary & General Counsel
Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, Illinois 60606
(312) 917-7700

(Name, address, including zip code, and telephone number, including area code, of agent for service)



with a copy to:

Steven J. Gavin
Karen A. Weber
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 formForm 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 formForm 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"filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

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



CALCULATION OF REGISTRATION FEE

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

        
 
Title of each class of securities
to be registered

 Amount to be
registered

 Proposed maximum
offering price per
unit

 Proposed maximum
aggregate offering
price

 Amount of
registration fee(1)

 

9.125% Senior Notes due 2017

 $500,000,000 100% $500,000,000 $64,400
 

Guarantees of 91/8% Senior Notes due 2017(2)

 N/A N/A N/A N/A(3)
 

9.5% Senior Notes due 2020

 $645,000,000 100% $645,000,000 $83,076
 

Guarantees of 91/2% Senior Notes due 2020(2)

 N/A N/A N/A N/A(3)

 

(1)
Calculated pursuant to Rule 457(f) under the Securities Act of 1933, as amended (the "Securities Act").

(2)
The entities listed on the Table of Additional Registrants on the following page have guaranteed the notes being registered hereby.

(3)
Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.



           The registrantregistrants hereby amendsamend this registration statement on such date or dates as may be necessary to delay its effective date until the registrantregistrants 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, as amended, or until thisthe registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


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TABLE OF ADDITIONAL REGISTRANTS

        The address and telephone number of the principal executive office of each additional registrant is c/o Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606, (312) 917-7700. The name, address and telephone number of the agent for service of each additional registrant is John L. MacCarthy, EVP, Secretary & General Counsel, Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606, (312) 917-7700.

NameExact name of registrant as specified in its charter
 State or Otherother
Jurisdictionjurisdiction of
Incorporationincorporation or
Organizationorganization
 Primary
Standard
Industrial
Classification
Code Number
 IRS I.R.S.
Employer
Identification
Number

Windy City Investments, Inc. 

 Delaware 6282 26-0373324

Nuveen HydePark Group,Asset Management, LLC

 Delaware 6282 N/A27-4357327

Nuveen Commodities Asset Management, LLC

 Delaware 6282 42-1683694

Nuveen Fund Advisors, LLC

Delaware628231-0942504

Nuveen Investments Advisers Inc. 

 Delaware 6282 04-3714572

Nuveen Investments Holdings, Inc. 

 Delaware 6282 36-7364377

Nuveen Investments Institutional Services Group LLC

Delaware628286-1071549

NWQ Holdings, LLC

 Delaware 6282 36-4709028

Nuveen Tradewinds Holdings, LLC

Delaware628202-0767175

Nuveen WCM Holdings, LLC

Delaware628237-1695518

NWQ Investment Management Company, LLC

 Delaware 628247-0875103

Nuveen Investment Solutions, Inc. 

Illinois 6282 36-3293941

Rittenhouse Asset Management, Inc. 

47-0875103
 Delaware628223-2119472

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. LLC

 MinnesotaDelaware 6282 41-171969090-0860898

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


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The information in this Prospectusprospectus is not complete and may be changed. We may not sell these securitiesissue the exchange notes in the exchange offers until the Registration Statementregistration statement filed with the Securities and Exchange Commission is effective. This Prospectusprospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where thesuch offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 29, 2009

PROSPECTUSSubject to Completion, dated March 13, 2014

GRAPHIC

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

Nuveen Investments, Inc.

Offers to Exchange



        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$500,000,000 aggregate principal amount of our 101/2% Senior Exchange Notes due 2015 (the "New Notes") for the 101/2%9.125% Senior Notes due 2015 that we issued, subject2017 (the "exchange 2017 notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all outstanding 9.125% Senior Notes due 2017 (the "outstanding 2017 notes"). The exchange 2017 notes and the outstanding 2017 notes are collectively referred to resale restrictions, on November 13, 2007 in anherein as the "2017 notes."

$645,000,000 aggregate principal amount of $785,000,0009.5% Senior Notes due 2020 (the "Old Notes""exchange 2020 notes" and collectivelytogether with the Newexchange 2017 notes, the "exchange notes"), which have been registered under the Securities Act, for any and all outstanding 9.5% Senior Notes due 2020 (the "outstanding 2020 notes" and, together with the "Notes"outstanding 2017 notes, the "outstanding notes").

The New Notesexchange 2020 notes and the Guaranteesoutstanding 2020 notes are collectively referred to herein as the "2020 notes" and the 2017 notes and the 2020 notes are collectively referred to herein as the "notes."

          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 Notesexchange notes will be our unsecured senior unsecured obligations and will rank equally in right of payment with all of our existing and future senior unsecured indebtedness.indebtedness and senior in right of payment to any future indebtedness that is subordinated in right of payment to the exchange notes. The New Notesexchange notes will be fully and unconditionally guaranteed on an unsecured basis by our parent company, Windy City Investments, Inc., and each of our currentexisting and future direct and indirect domestic restricted subsidiaries that guarantee debtindebtedness under our senior secured credit facilities.facility or any of our other indebtedness or have otherwise incurred certain amounts of indebtedness. Each exchange guarantee will be unsecured and will be subordinated in right of payment only to each guarantor's obligations under our senior secured credit facility and related hedging obligations and our other existing and future secured indebtedness. The exchange notes and the related exchange 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 collateral securing such indebtedness.

          The NotesWe are not traded on any national securitiesconducting the exchange andoffers in order to provide you with an opportunity to exchange your unregistered outstanding notes for freely tradeable exchange notes that have no established trading market.been registered under the Securities Act.



The Exchange OfferOffers:

Results of the Exchange Offers:

          All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in such outstanding notes and in the applicable indentures. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, we do not currently anticipate that we will register the outstanding notes under the Securities Act.



          You should carefully consider the "Risk Factors" beginning on page 18 of this prospectus before participating in the exchange offers.



Each broker-dealerbroker dealer that receives New Notesexchange notes for its own account pursuant to the exchange offeroffers 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").such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealerbroker dealer in connection with resales of New Notesexchange notes received in exchange for Old Notesoutstanding notes where the Old Notessuch outstanding notes were acquired by the broker-dealer as a result of market-makingmarket making activities or other trading activities duringactivities. We have agreed that, for a period of 90 days after the period beginning on the consummationexpiration date of the exchange offer and ending on the close of business 180 days after the consummation of the exchange offer,offers, we will make this prospectus, as amended or supplemented, available to such shorter period as will terminate when all New Notes held by broker-dealersbroker-dealer 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.use in connection with any such resale.

          Neither the Securities and Exchange Commission, nor any state securities commission nor any other regulatory authority, has approved or disapproved of these securities orthe exchange notes to be distributed in the exchange offers nor have any of the foregoing authorities passed upon or endorsed the adequacymerits of this offering or the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.



The date of this prospectus is                                    , 20092014


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TABLE OF CONTENTS


Page

Where You Can Find Additional Information

iii

Non-GAAP Financial Measures

iii

Market and Industry Data

iv

Trademarks

iv

Cautionary Note Regarding Forward-Looking Statements

iv

Summary

1

Risk Factors

18

Use of Proceeds

37

Capitalization

38

Selected Historical Consolidated Financial and Operating Data

39

Management's Discussion and Analysis of Financial Condition and Results of Operations

41

Business

73

Security Ownership of Certain Beneficial Owners and Management

88

Certain Relationships and Related Party Transactions

91

Description of Other Indebtedness

93

Description of Notes

99

Management

168

The Exchange Offers

191

Certain U.S. Federal Income Tax Considerations

202

Certain ERISA Considerations

203

Plan of Distribution

205

Legal Matters

206

Experts

206

Index to Consolidated Financial Statements

F-1



You should rely only on the information contained in this prospectus. We have not authorized any personanyone to provide you with different information. This prospectus may be used only for the purposes for which it has been published and no person has been authorized to give any information or represent anything not contained in this prospectus, and, if given or made,herein. If you receive any such other information, or representationyou should not be relied upon as having been authorized by us.rely on it. We are not making an offer to sellof the New Notesexchange notes and related exchange guarantees in any jurisdiction where anthe offer or sale is not permitted. You should not interpret the delivery of this prospectus, or any sale of securities, as an indication that there has been no change in our affairs since the date of this prospectus. You should also be aware that information in this prospectus may change after this date.

        We have filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 with respect to the exchange notes. This prospectus, incorporates businesswhich forms part of such registration statement, does not contain all the information included in the registration statement, including its exhibits and financialschedules. For further information about us and the Company2017 notes and the 2020 notes described in this prospectus, you should refer to the registration statement and its exhibits and schedules. Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that is not includedare filed as exhibits to the registration statement, because those statements are qualified in or delivered with this prospectus. This informationall respects by reference to those exhibits. The registration statement, including the exhibits and schedules, is available freeat the SEC's website at www.sec.gov.

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        You may also obtain this information without charge to security holders upon writtenby writing or oral request to: telephoning us at the following address and telephone number:

Nuveen Investments, Inc.,
333 West Wacker Drive
Chicago, Illinois 60606; 60606
(312) 917-7700
Attention: John L. MacCarthy (telephone (312) 917-7700).General Counsel

        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                        , 2009.2014.

In making an investment decision, prospective investors must rely on their own examination of us and the terms of the offering, including the merits and risks involved. Prospective investors should not construe anything in this prospectus as legal, business or tax advice. Each prospective investor should consult its own advisors, as needed, to make its investment decision and to determine whether it is legally permitted to participate in the exchange offers under applicable legal investment or similar laws or regulations.

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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 WHERE YOU CAN FIND ADDITIONAL INFORMATION

        We and our guarantors have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange notes. 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, our guarantors and the exchange notes, reference is made to the registration statement, as may be amended from time to time, and the exhibits and schedules filed with, and incorporated by reference into, the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete and, where such contract or other document is an exhibit to the registration statement, each such statement is qualified by the provisions in such exhibit, to which reference is hereby made. A copy of the registration statement, as may be amended from time to time, and the exhibits and schedules filed with, and incorporated by reference into, the registration statement may be inspected without charge at the SEC's Public Reference Room at 100 F Street, N.E., Washington D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the SEC's Public Reference Room at prescribed rates. You can call the SEC 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 SEC's home page on the Internet (http://www.sec.gov).


NON-GAAP FINANCIAL MEASURES

        EBITDA and Adjusted EBITDA, as presented in this prospectus, are supplemental measures of our performance that are not required by, and are not presented in accordance with, generally accepted accounting principles in the United States ("GAAP"). They are not measurements of our financial performance under GAAP and should not be considered as alternatives to revenues, net earnings (loss) or any other performance measures derived in accordance with GAAP or as alternatives to cash flow from operating activities as measures of our liquidity.

        EBITDA is defined as net income (loss) attributable to Nuveen Investments, Inc. and its consolidated subsidiaries before net interest expense, income taxes (benefit), depreciation and amortization and income (expense) attributable to consolidated variable interest entities. We calculate Adjusted EBITDA by adjusting EBITDA as described in footnotes 6 and 7 included in "Summary—Summary Historical Consolidated Financial and Operating Data." We believe presenting EBITDA and Adjusted EBITDA is useful to investors because it enables investors to evaluate how management views our businesses and because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies with substantial financial leverage. We also believe that the inclusion of the supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about certain covenants that we expect to be required to satisfy under our senior secured credit facility and the exchange notes offered hereby.

        Our EBITDA and Adjusted EBITDA measures have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

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        Because of these limitations, our EBITDA and Adjusted EBITDA measures should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as a measure of cash that will be available to us to meet our obligations, including under our senior secured credit facility and the exchange notes offered hereby. You should compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP measures supplementally. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus for a description of our GAAP results. The footnotes describing adjustments to EBITDA included in this prospectus are unaudited. See footnotes 5, 6 and 7 included in "Summary—Summary Historical Consolidated Financial and Operating Data" for a description of the calculations of EBITDA and Adjusted EBITDA.


MARKET AND INDUSTRY DATA

        Market data and other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms or other published independent sources. Some data are also based on our good faith estimates, which are derived from our review of internal surveys, as well as the independent sources listed above. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness.


TRADEMARKS

        This prospectus includes our trademarks such as "Nuveen Investments" which are protected under applicable intellectual property laws and are the property of Nuveen Investments, Inc. or its subsidiaries. This prospectus also contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus, and other information that we make publicly available, may contain forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Forward-looking statements are typically identified by words or phrases such as "trend," "potential," "opportunity," "pipeline," "believe," "comfortable,"

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"expect," "anticipate," "current," "intention," "estimate," "position," "assume," "outlook," "continue," "remain," "maintain," "sustain," "seek," "achieve," and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "may" and similar expressions. Examples of forward-looking statements include, among others, statements regarding future results of operations, earnings, liquidity and cash flow, capital expenditures, industry or market conditions, assets under management flows, acquisitions, divestitures and restructurings, debt and ability to obtain additional financing or make payments, regulatory developments and product demand and pricing.

        Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance on forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others:

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        These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this prospectus are more fully described in "Risk Factors" 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.

        Forward-looking statements speak only as of the date on which they are made. We undertake no obligation to publicly update or revise any forward-looking statement whether as a result of new information, future developments or otherwise.

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SUMMARY

        This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that may be important to you need to consider in deciding whethermaking a decision to participate in the exchange offer. This summary is qualifiedoffers. Before participating in its entirety by the more detailed information andexchange offers, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto appearingand the information set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," in each case included elsewhere in this prospectus. You should read carefullyUnless the context suggests otherwise, references in 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," the "Company," "we," "us," "our,""us" and the "Company""our" refer to Nuveen Investments, Inc., a Delaware corporation, together with its subsidiaries and predecessors. References to the "Issuer" refer to Nuveen Investments, Inc., exclusive of its subsidiaries. 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.Our Business


TheOur Company

        Founded in 1898, our company iswe are a leading provider of investment management and related services to high-net-worthindividual and institutional investors. We market a wide range of specialized investment solutions which provide investors andaccess to the financial consultants and advisors who serve them. We derive substantially allcapabilities of our revenues from providingboutique investment advisorymanagement affiliates, each of which has distinct investment processes and dedicated investment and research teams. Our investment management affiliates are supported by our scaled shared services platform, through which we provide assistance in distribution, marketing, product development and distributingoperations.

        We offer investment management capabilities across a broadly diversified set of asset classes and investment strategies through our managed accountinvestment management affiliates, including national and state specific municipal bond, investment grade, global and high-yield bond, floating-rate bank loan, preferred security, growth equity, value equity, global and international equity, equity income, core equity, equity index, quantitative and enhanced equity, asset allocation, balanced strategies, real asset and commodity. This broad diversification allows us to provide investment solutions for a wide range of investor needs and to offer products closed-end exchange-traded funds ("closed-end funds") and services suited for various market environments.

        We provide investment management services through the investment products that we develop, market and distribute, including open-end mutual funds ("open-end funds" or "mutual funds"), closed-end funds ("closed-end funds"), managed accounts, collateralized loan/debt obligations ("CLO/CDOs"), commodity exchange-traded products, private funds, and Undertakings for Collective Investments in Transferable Securities funds ("UCITS funds"). We havealso provide investment management services on a historydirect basis or through sub-advisory relationships. Most of innovationour investment management capabilities are offered in multiple product wrappers in order to provide customized investment solutions for investors.

        We distribute our investment products conservatism inand services to retail and institutional investors primarily through intermediaries, including national and regional broker-dealers, independent broker-dealers, commercial banks and trust companies, insurance companies, consultants and investment approachadvisors. We also distribute our investment products 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 strategiesservices directly to institutional investors, including financial institutions and dedicated investment, researchother corporate clients, pension and trading personnel. Our investment teams are supported by our scaled distribution, serviceretirement plans, governmental entities, charities, endowments, foundations 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.family offices.

        Our seven independentlyindependent, separately branded investment managers are: Nuveen Asset Management, LLC ("NAM"), focusing on fixed-income investments; Nuveen HydePark Group,providing investment solutions in multiple asset classes, from municipal and taxable fixed income to traditional and specialized equity; Symphony Asset Management LLC ("HydePark"Symphony"), focusing on enhanced equity investment management;providing clients access to senior bank loans, high yield bonds, convertible bonds and equities, through long-short strategies, long-only strategies and structured products; NWQ Investment


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Management Company, LLC ("NWQ"), specializing in value-stylevalue style equities; Santa Barbara Asset Management, LLC ("Santa Barbara"), dedicated to dividend 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 and international equities; and Winslow Capital Management, Inc.LLC ("Winslow Capital"), specializing in large-cap growth equities.equities; and Gresham Investment Management LLC ("Gresham"), specializing in the management of diversified commodity investment portfolios using commodity futures and options.

        We present information regarding our assets under management in three categories of investment products and services: retail advisory, institutional, and structured products. Our retail advisory category represents Nuveen-sponsored open-end funds and retail managed accounts. Our institutional category represents institutional managed accounts, sub-advised mandates and Nuveen-sponsored UCITS funds. Our structured products category represents Nuveen-sponsored closed-end funds, CLO/CDOs, commodity exchange-traded products, and private funds.

        We also present information regarding our assets under management in three categories of investment strategy: credit based strategies, equity based strategies and multi-strategy and alternative assets. Our credit based strategies include national and state specific municipal bond, investment grade, global and high-yield bond, floating-rate bank loan, preferred security and other taxable fixed-income strategies. Our equity based strategies include growth equity, value equity, global and international equity, equity income, core equity, and equity index strategies. Our multi-strategy and alternative assets strategies include quantitative and enhanced equity, asset allocation, balanced strategies, real asset and commodity strategies.

        The charts below set forth our assets under management by product category and investment strategy as of December 31, 2013:

Net Assets Under Management
by Investment Strategy
Net Assets Under Management
by Product Category



GRAPHIC




GRAPHIC

Our Competitive Strengths

        We believe that we are distinguished by the following competitive strengths:

        Distinct, scalable, multi-boutique model with specialized investment managers.    Our distinct multi-boutique model combines seven high quality, independent and specialized investment managers. We provide scaled distribution, service, operations and administrative support to each of our investment teams through our centralized platform. This distinct model enables our investment teams to remain focused upon delivering sustained investment performance with an emphasis on institutional quality investment processes.

        High quality investment capabilities built around distinctive brands.    We possess a strong company-wide investment culture with seven specialized independent investment managers marketed


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through our NAM, Symphony, NWQ, Santa Barbara, Tradewinds, Winslow Capital and Gresham brands. We believe that the institutional quality investment processes underlying each of these brands has led to superior long-term investment returns relative to our competitors and the relevant benchmarks. For the one, three and five-year periods ending December 31, 2013, 56%, 64% and 76% of our mutual fund assets under management, respectively, were ranked in the top two Lipper Analytics quartiles based upon total returns. Further, as of December 31, 2013, 53, or 65%, of our 81 mutual funds eligible for a Morningstar rating were rated four or five stars by Morningstar in at least one mutual fund share class. We ranked 7th out of 790 fund families based on the number of mutual funds rated 5 stars by Morningstar. For our managed accounts, 64%, 68% and 75% of our assets under management performance exceeded benchmark for the one, three and five-year periods ending December 31, 2013.

        Strong distribution capabilities with long-standing relationships.    We distribute our investment products and services to retail and institutional investors primarily through intermediaries, including national and regional broker-dealers, independent broker-dealers, commercial banks and trust companies, insurance companies, consultants and investment advisors. We also distribute our investment products and services directly to institutional investors, including financial institutions and other corporate clients, pension and retirement plans, governmental entities, charities, endowments, foundations and family offices. We have long-standing, diversified relationships with major wirehouses, including Bank of America Merrill Lynch, Morgan Stanley Smith Barney, UBS and Wells Fargo, and sold investments products totaling over $5.5 billion through this channel in 2013. In addition, we believe we are well positioned with regional broker-dealers, through which we sold products totaling $12.1 billion during the same period, and have strong relationships with large institutional consultants and direct plan sponsors. We did not have any distributor relationships that represented more than 10% of our revenue in 2013.

        Recurring and diverse revenues and cash flows.    A significant portion of our revenues and cash flows have a high degree of stability, in large part due to our closed-end fund business, which generated 35% of our advisory fee revenues for 2013. Assets in closed-end funds are not subject to redemption by investors in the funds and generally consist of high quality, income producing assets such as municipal bonds, providing stability in assets under management. In addition, our asset class diversification and broad product offerings allow us to respond to changes in prevailing investor sentiment, which helps mitigate the impact of market volatility.

        Historically strong financial and operational performance across various market conditions.    From December 31, 2003 through December 31, 2013, our aggregate assets under management have grown at a 9% compound annual growth rate (including market appreciation), with organic growth at an 8% compound annual growth rate. Also, our advisory fee revenues increased at a compound annual growth rate of 10% from December 31, 2003 through December 31, 2013. Our Adjusted EBITDA margin for 2013 was 45.7%.

        Leadership positions in important market segments.    We are the largest provider of closed-end funds, with $54.8 billion in assets under management as of December 31, 2013. We have expanded our closed-end fund offerings beyond their traditional municipal bond foundation to include a broad range of asset classes, including floating rate debt, preferred securities, mortgage backed securities, Build America Bonds, equity income, real asset and energy MLP, among others. During the five years ended December 31, 2013, we successfully completed 17 new closed-end fund offerings totaling approximately $3.8 billion (excluding greenshoe proceeds and leverage), or approximately 8.9% of new issuance market share according to Morningstar Traded Fund Center. In addition, we are also the third largest provider of retail managed accounts, with approximately $36.5 billion of assets under management as of December 31, 2013, and continue to maintain a strong market share in the wirehouses while building on our relationships in the regional broker dealer and registered investment advisor channels. As of


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December 31, 2013, our share of industry retail managed account assets was approximately 4.9% according to Cerulli Associates.

        Culture of product innovation.    We have focused on developing a company-wide culture of product innovation to anticipate the needs of both intermediaries and investors. As of December 31, 2013, approximately 11% of our assets under management were in products and strategies we did not offer five years earlier, which does not include assets under management in the products and strategies offered by Winslow Capital, FAF Advisors, Inc. ("FAF Advisors") and Gresham at the time we acquired those businesses. In developing new products, we focus on developing new investment solutions for our clients, creating new packaging formats for existing strategies and leveraging capabilities across our different managers to construct multi-strategy products. We strive to maintain a robust new product pipeline that we believe will be highly attractive to investors, including mutual funds, managed account strategies, closed-end funds and other structured products, among others.

        Experienced and dedicated management team.    Our deep and seasoned management team has, on average, over 12 years of experience with our company and has an average of approximately 24 years of experience in the asset management industry. Their long term focus on developing our business in a financially disciplined manner has resulted in our company achieving strong financial results in recent periods. In addition, our management team has overseen the transformation of our company through investments in new products, services and distribution capabilities and through acquisitions, which have substantially expanded our product portfolio and distribution reach. They have developed what we believe is a distinct and scalable operating model that provides high quality support to our investment managers.

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:

        Expand our open-end mutual fund business.    We have enjoyed strong success in building out our open-end mutual fund businesses and have grown our mutual fund assets under management by a compound annual growth rate (including market appreciation) of 28% since December 31, 2008. Since December 31, 2008, we have recorded $14 billion in positive net flows in our mutual funds. 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 other products. In addition, we offer share classes for distribution to 401(k) and other defined contribution plans. Our mutual fund business was expanded significantly as a result of our strategic combination with U.S. Bank National Association's FAF Advisors in 2010.

        Further develop our institutional business.    We have heightened our emphasis on the institutional business over the last several years and, as a result, we have grown our institutional assets under management by a compound annual growth rate of 12% since December 31, 2007. We intend to continue to develop new institutional product strategies and structures and to expand our institutional sales reach, including the development of international clients. Each of our investment management affiliates has a dedicated institutional sales and service team, which receives support from our shared distribution platform. Our acquisition of Gresham in December 2011 expanded our institutional business and product offerings.


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        Grow core closed-end fund and retail managed account businesses.    We continue to maintain our leadership position in closed-end funds by developing new and innovative offerings focusing on income oriented products, with particular emphasis on products that seek to deliver steady cash flow and potential market appreciation. In addition, we continue to attempt to differentiate our closed-end funds by providing a high level of secondary market support. We continue to launch new and existing strategies from our investment teams onto the managed account platforms of the major wirehouses and regional broker-dealers. We leverage our sales and service infrastructure and distribution partner relationships in distributing retail managed accounts.

        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 scaled shared services platform, through which we provide assistance in distribution, marketing, product development and operations. As an example, the assets under management of Winslow Capital have grown to $37.7 billion as of December 31, 2013 from approximately $4.5 billion when we acquired Winslow Capital in December 2008. We are working with our investment teams to encourage expanding investment capabilities and developing new investment strategies from within their current capabilities. In addition, we continue to explore acquiring complementary investment capabilities. For example, we expanded our investment capabilities by acquiring Gresham, which specializes in the management of diversified commodity investment portfolios using commodity futures and options, in December 2011.

        Maintain and grow distribution and client relationships, including global expansion.    We will 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 191 professionals in order to strengthen our existing relationships. We plan to continue employing a consultative based approach in serving our clients' needs. We intend to 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 will continue 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 globally by offering our strategies to foreign investors through institutional managed accounts and funds launched on our UCITS platform pursuant to the European Communities (Undertakings for Collective Investments in Transferable Securities) Regulation 2003.

Our History

        Our company is the successor to a business formed in 1898 by Mr. John Nuveen that served as an underwriter and trader of municipal bonds. On November 13,June 19, 2007, Nuveen Investments entered into an agreement under which a group of private equity investors led by Madison Dearborn Partners, LLC ("MDP"), on behalf of certain of its affiliated investment funds, agreed to acquire all of the outstanding shares of the Company. On November 13, 2007 (the closing date of the transaction), Windy City Investments Holdings, L.L.C. ("Holdings") acquired all of the outstanding sharescapital stock of the Company for approximately $5.8 billion in cashcash. Holdings' equity interests were owned by investment funds affiliated with MDP and certain other co-investors and certain of our employees, including senior management. Windy City Investments, Inc. ("Parent") and Windy City Acquisition Corp. (the "MDP Transactions""Merger Sub"). Unless were corporations formed by Holdings in connection with the context requires otherwise,acquisition and, concurrently with the closing of the acquisition, Merger Sub merged with and into the Company, which was the surviving corporation and its subsidiaries forassumed the periods on or prior to November 13, 2007obligations of the Merger Sub by operation of law. The merger and the related financing transactions are sometimescollectively referred to in this prospectus as the "Predecessor,"MDP Transactions." Immediately following the merger, Nuveen Investments became a wholly owned direct subsidiary of Parent and the Companya wholly owned indirect subsidiary of Holdings.


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        MDP is a leading private equity investment firm based in Chicago, Illinois that has raised over $18 billion of equity capital. Since its formation in 1992, it has invested in approximately 125 companies across a broad spectrum of industries, including basic industries, business and its subsidiaries for the periods following November 13, 2007 are sometimes referredgovernment services, consumer, financial and transaction services, healthcare and telecom, media and technology services. MDP's objective is to invest in this prospectus as the "Successor."companies in partnership with outstanding management teams to achieve significant long-term appreciation in equity value.

Corporate Information

        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 addresswebsite is located at http://www.nuveen.com. The information on our website is not part of this prospectus and is mentioned for reference purposes only.


www.nuveen.com.


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Summary of the Exchange OfferTHE EXCHANGE OFFERS

        The following summary below describes the principal terms of the exchange offer. The description below is subjectprovided solely for your convenience and is not intended to important limitations and exceptions. Pleasebe complete. You should read the section entitled "The Exchange Offer"full text and more specific details contained elsewhere in this prospectus which containsfor a more detailed description of the exchange offer.notes.

The Exchange OfferGeneral

 We areOn September 19, 2012 (the "issue date"), the Issuer issued in a private offering to exchange $2,000$500,000,000 aggregate principal amount of 9.125% Senior Notes due 2017 and $645,000,000 aggregate principal amount of 9.5% Senior Notes due 2020.

In connection with the Newprivate offerings, the Issuer and the guarantors of the outstanding notes entered into registration rights agreements with the initial purchasers pursuant to which they agreed, among other things, to:

file an exchange offer registration statement with the SEC within 18 months after the issue date;

use commercially reasonable efforts to cause the exchange offer registration statement to be declared effective by the SEC within 21 months after the issue date (or two years if reviewed by the SEC); and

use commercially reasonable efforts to consummate the exchange offers within 30 business days after the effectiveness of the exchange offer registration statement.

You are entitled to exchange in the exchange offers your outstanding notes for exchange notes which are identical in all material respects to the outstanding notes except:

the exchange notes have been registered under the Securities Act;

the exchange notes are not entitled to any registration rights which are applicable to the outstanding notes under the applicable registration rights agreements; and

the additional interest provisions of the applicable registration rights agreements are not applicable.

The Exchange Offers

The Issuer is offering to exchange:

$500,000,000 aggregate principal amount of 9.125% Senior Notes due 2017 which have been registered under the Securities Act for each $2,000 principal amountany and all of the Oldits existing 9.125% Senior Notes which have not been registered under the Securities Act. We issued the Old Notes on November 13, 2007.due 2017; and

 

In order to exchange your Old$645,000,000 aggregate principal amount of 9.5% Senior Notes you must tender them beforedue 2020 which have been registered under the expiration date (as described herein). All OldSecurities Act for any and all of its existing 9.5% Senior 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.due 2020.

 

You may tender your Old Notes foronly exchange outstanding notes in wholea principal amount of $2,000 or in part in integral multiples of $1,000 principal amount in excess of $2,000.thereof.

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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Resale

 

Securities Act. SeeBased on an interpretation by the discussionstaff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offers in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by you (unless you are our "affiliate" within the meaning of Rule 405 under the heading "Risk Factors—Risks Related toSecurities Act) without compliance with the Exchange Offer—Holders thatregistration and prospectus delivery provisions of the Securities Act, provided that:

you are acquiring the exchange notes in the ordinary course of your business; and

you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange their Old Notesnotes.

If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will continuedeliver this prospectus in connection with any resale of the exchange notes. See "Plan of Distribution."

Any holder of outstanding notes who:

is our affiliate;

does not acquire exchange notes in the ordinary course of its business; or

tenders its outstanding notes in the exchange offers with the intention to hold restricted securities, which will restrict their abilityparticipate, or for the purpose of participating, in a distribution of exchange notes;

cannot rely on the position of the staff of the SEC enunciated inMorgan Stanley & Co. Incorporated (available June 5, 1991) andExxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to sell their Old Notes."Shearman & Sterling (available July 2, 1993), or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

Expiration Date

 

The exchange offeroffers will expire at 5:00 p.m., New York City time, on                , 2009,2014, which is the 21st business day after the date of this prospectus, unless weextended by the Issuer. The Issuer does not currently intend to extend it. In that case, the expiration date.

Withdrawal

You may withdraw the tender of your outstanding notes at any time prior to the expiration of the exchange offers. The Issuer will return to you any of your outstanding notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the exchange offers.


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Interest on the exchange notes and the outstanding notes

The exchange notes will bear interest at their respective rate per annum set forth on the cover page of this prospectus from the most recent date to which interest has been paid on the outstanding notes. The interest will be the latest datepayable semi-annually in cash in arrears on April 15 and time to which we extend the exchange offer. See "The Exchange Offer—Expiration Date; Extensions; Amendments."October 15. No interest will be paid on outstanding notes following their acceptance for exchange.

Conditions to the Exchange OfferOffers

 

The exchange offer isoffers are subject to customary conditions, that wewhich the Issuer 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."waive.

 

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, subjectSee "The Exchange Offers—Conditions 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.Exchange Offers."

Procedures for Tendering OldOutstanding Notes

 

If you wish to tender your Old Notes forparticipate in the exchange offers, you must:

must complete, sign and signdate the accompanying letter of transmittal, or a facsimile of such letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal;transmittal. You must then mail or otherwise deliver the letter of transmittal, or a facsimile of such letter of transmittal, together with the outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal.

If you hold outstanding notes through The Depository Trust Company ("DTC") and wish to participate in the exchange offers, you must comply with the Automated Tender Offer Program procedures of DTC, by which you will agree to be bound by the letter of transmittal. By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

you are not our "affiliate" within the meaning of Rule 405 under the Securities Act or, if you are our affiliate, that you will comply with any applicable registration and prospectus delivery requirements of the Securities Act;

you do not have an arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;

you are acquiring the exchange notes in the ordinary course of your business; and

 

•  forward the letterif you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of transmittalmarket-making activities, that you will deliver a prospectus, as required by mail, facsimile transmission or hand delivery, togetherlaw, in connection with any other required documents, to theresale of such exchange agent, either with the Old Notes to be tendered or in compliance with the specified procedures for guaranteed delivery of the Old Notes.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 Notesyou are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, we urgeand you wish to tender those outstanding notes in the exchange offers, you should contact such personthe registered holder promptly ifand instruct the registered holder to tender those outstanding notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

Guaranteed Delivery Procedures

If you wish to tender your Old Notes. Seeoutstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the discussionletter of transmittal or any other required documents, or you cannot comply with the applicable procedures under DTC's Automated Tender Offer Program for transfer of book-entry interests, prior to the headingexpiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under "The Exchange Offer—Procedures for Tendering Old Notes.Offers—Guaranteed Delivery Procedures."

Withdrawal Rights

You may withdraw the tenderEffect on Holders 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 NewOutstanding Notes

 

We believe that youAs a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of, the exchange offers, the Issuer and the guarantors will have fulfilled certain covenants under the applicable registration rights agreements. Accordingly, there will be able to offer for resale, resell or otherwise transferno increase in the New Notes issuedinterest rate on the outstanding notes under the circumstances described in the applicable registration rights agreements. If you do not tender your outstanding notes in the exchange offer without compliance withoffers, you will continue to be entitled to all the registrationrights and prospectus delivery requirements oflimitations applicable to 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"),outstanding notes as set forth in no-action letters issuedthe applicable indentures, except the Issuer and the guarantors will not have any further obligation to third parties unrelatedyou to us. The staffprovide for the exchange and registration 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 liabilityoutstanding notes under the Securities Act. We do notapplicable registration rights agreements. To the extent that outstanding notes are tendered 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 itaccepted in the exchange offer in exchangeoffers, the trading market for Old Notesremaining outstanding 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."are not so tendered and exchanged could be adversely affected.


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Consequences of Failure to Exchange Agent

All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the applicable indentures. In general, the outstanding notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, the Issuer and the guarantors do not currently anticipate that they will register the outstanding notes under the Securities Act.

Certain U.S. Federal Income Tax Considerations

 

The exchange agentof outstanding notes for exchange notes in 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,offers will not be a taxable event for U.S. federal income tax purposes. See "Certain U.S. Federal Income Tax Considerations." as well as in the letter of transmittal.

Use of Proceeds

 

We will not receive any cash proceeds from the issuance of exchange notes in the New Notes.exchange offers. See the section "Use of Proceeds."

U.S. Federal Income Tax ConsiderationsExchange Agent

 


Your participation inU.S. Bank National Association is the exchange offer generally will not be a taxableagent for the exchange for U.S. federal income tax purposes. You should not recognize any taxable gain or loss or any interest income as a resultoffers. The addresses and telephone numbers of the exchange. See the section "U.S. Federal Income Tax Considerations.exchange agent are set forth in this prospectus under "The Exchange Offers—Exchange Agent."


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Summary Description of the New NotesTHE EXCHANGE NOTES

        The summary below describes the principal terms of the New Notes. The terms of the New Notesexchange notes are identical in all material respects to the terms of the Old Notes,outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the applicable registration rights and related liquidated damages provisions and the transfer restrictions applicable to the Old Notes are not applicable to the New Notes.agreements. The New Notesexchange notes will evidence the same debt as the Old Notes andoutstanding notes. The exchange notes will be governed by the same indenture. Please readapplicable indentures under which the section entitled "Descriptionoutstanding notes were issued. The following summary is not intended to be a complete description of the New Notes" in this prospectus, which containsterms of the exchange notes. For a more detailed description of the terms and conditionsnotes, see "Description of the New Notes."

Issuer

 Nuveen Investments, Inc.

Notes Offered


 

$785,000,000500,000,000 aggregate principal amount of 101/2%9.125% Senior Notes due 2015.




The New Notes offered hereby will be treated as a single series with the $785,000,0002017 (the "exchange 2017 notes") and $645,000,000 aggregate principal amount of 101/2%9.5% Senior Notes due 2020 (the "exchange 2020 notes" and, together with the exchange 2017 notes, that we issuedthe "exchange notes").

Maturity

The exchange 2017 notes mature on November 13, 2007 (the "Old Notes")October 15, 2017 and will have the same terms as those of the Old Notes. However, cash interestexchange 2020 notes mature on October 15, 2020.

Interest

The exchange 2017 notes will accrue interest at a rate of 9.125% per annum and the exchange 2020 notes will accrue interest at a rate of 9.5% per annum.

Interest 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 Notesexchange notes will be Maypayable semi-annually in cash in arrears on April 15 2010. The New Notes and the Old Notes will vote as one class under the indenture.October 15 of each year.


Maturity DateGuarantees


 

November 15, 2015.The exchange notes will be fully and unconditionally guaranteed, jointly and severally, by Parent, and each of our existing and future restricted subsidiaries that guarantee indebtedness under our senior secured credit facility or any of our other indebtedness or have otherwise incurred certain amounts of indebtedness (each, a "guarantor"). These guarantees are subject to release under certain circumstances. See "Description of Notes—Guarantees" and "Description of Notes—Certain Covenants—Additional Guarantees." Our obligations under our senior secured credit facility are guaranteed by Parent and each of our existing and future wholly owned material subsidiaries (excluding broker-dealer subsidiaries, foreign subsidiaries and domestic subsidiaries whose only assets are equity interests in foreign subsidiaries).


Interest Payment DatesRanking


 

We will make interest payments on the New Notes semiannually, on each May 15 and November 15, beginning on May 15, 2010.

Ranking and Guarantees


The New Notesexchange 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.exchange notes.


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The related 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 facilitiesfacility and related hedging obligations.obligations and our other existing and future secured indebtedness. 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 Notesexchange notes and the guarantees:




    •


related 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 assetscollateral securing such indebtedness;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. Theseexchange notes. Our non-guarantor subsidiaries represented anhad aggregate net operating revenues of 1.8% of our operating revenue$87.5 million (excluding $120.3 million in intercompany revenue) for the twelve-month periodyear ended June 30, 2009December 31, 2013, and represented an aggregateat December 31, 2013, had total assets and total liabilities of 1.5% of our assets as of June 30, 2009.$695 million and $25 million, respectively.



 

As of June 30, 2009,December 31, 2013, we and the guarantors had approximately $3.8$4.5 billion of total indebtedness outstanding, of which approximately $2.5$3.1 billion iswas secured indebtedness and none of which iswould have been subordinated to the New Notes. We have no indebtedness that is expressly subordinated to the New Notesexchange notes or the related guarantees.


Optional Redemption


 

AtWe may redeem the exchange 2017 notes, in whole or in part, at any time prior to NovemberOctober 15, 2011,2014 and the exchange 2020 notes, in whole or in part, at any time prior to October 15, 2016, in each case, at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest plus the applicable make-whole premium described under "Description of Notes—Optional Redemption." We may redeem the exchange 2017 notes, in whole or in part, at any time on or after October 15, 2014 and the exchange 2020 notes, in whole or in part, at any time on or after October 15, 2016, in each case, at the applicable redemption prices listed under "Description of Notes—Optional Redemption."

Optional Redemption After Equity Offerings

At any time on or prior to October 15, 2014 with respect to the exchange 2017 notes and October 15, 2015 with respect to the exchange 2020 notes, 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 mayour option, choose to redeem up to 35% of the originalthen outstanding exchange 2017 notes or exchange 2020 notes, as the case may be, with net cash proceeds from one or more equity offerings, so long as:

we pay 109.125% of the face amount of any such exchange 2017 notes and 109.5% of the face amount of any such exchange 2020 notes, in each case, plus accrued and unpaid interest;


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we redeem such exchange notes within 90 days of completing the equity offering; and

at least 65% of the aggregate 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.outstanding notes originally issued remains outstanding afterwards.




For more details, see the sections "Description of the New Notes—Optional Redemption" and "—Mandatory Redemption."

Change of Control Offer


 

Upon the occurrence of certain change of control events you will have the right, as a holder of the New Notes,exchange notes, to require us to purchase some or all of your New Notesexchange notes at 101% of the principal amount thereof, plus accrued and unpaid interest. For more details, see the sectionSee "Description of Notes—Repurchase at the New Notes—Option of Holders—Change of Control."


Certain Covenants


 

The indentureindentures governing the New Notes containsexchange notes contain 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 underqualifications. In addition, certain of these covenants will cease to apply to the captionexchange notes for so long as the exchange notes have investment grade ratings from both Moody's Investor Service, Inc. and Standard & Poor's Rating Group. See "Description of the New Notes—Certain Covenants."


No Public Market; PORTAL TradingUse of Proceeds


 

The New NotesWe will not receive any proceeds from the exchange offers. See "Use of Proceeds."

No Prior Market

The exchange notes will generally be listedfreely transferable (subject to certain restrictions discussed in "The Exchange Offers") but will be a new issue of securities for which there will not initially be a market. Accordingly, there can be no assurance as to the development or liquidity of any market for the exchange notes. We do not intend to apply for a listing of the exchange notes on any securities exchange or included in any automated dealer 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.


RISK FACTORS

        You should carefully consider the information set forth under the heading "Risk Factors" beginning on page 18 of this prospectus before deciding to participate in the exchange offers.



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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA OF NUVEEN INVESTMENTS

        The following table setstables set forth summary historical consolidated historical financial and operating data as of the dates and for the periods indicated. The historical consolidated statement of operations data presented below for the years ended December 31, 2013, 2012 and 2011 and the historical consolidated balance sheet data as of December 31, 20072013 and 2008 and the income statement data for each of the periods in the three years ended December 31, 2006, 2007 and 2008 are2012 have been derived from, and should be read together with, our audited annual consolidated financial statements beginning on page F-3 (the "Annual Financial Statements") and Notesthe related notes thereto included elsewhere in this prospectus, which statements have been audited by KPMG LLP, whose report on our Annual Financial Statementsaudited consolidated financial statements is included in this prospectus. The historical consolidated statement of operations data presented below for the years ended December 31, 2010 and 2009 and the historical consolidated balance sheet data and income statement data as of December 31, 2011, 2010 and for the six months ended June 30, 2009 and 2008 arehave been derived from our unaudited quarterlyaudited consolidated financial statements beginning on page F-67 (the "Quarterly Financial Statements").not included in this prospectus. The historical results of operations for the six months ended June 30, 2009 and 2008presented below are not necessarily indicative of the results that canto be expected for the year ending December 31, 2009. As required by Generally Accepted Accounting Principles ("GAAP"), our Annual Financial Statementsany future period 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 "Selected Historical Consolidated Financial and are qualified in their entirety by reference to,Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our Annual Financial Statements and Quarterly Financial Statementsconsolidated financial statements and the Notesrelated notes thereto included elsewhere in this prospectus.

 
 For the Year Ended December 31, 
 
 2009 2010 2011 2012 2013 

Statement of Operations Data (in thousands):

                

Operating Revenues:

                

Investment advisory fees from assets under management           

 $608,655 $733,518 $973,900 $991,729 $977,414 

Income from CLOs/CDOs

  11,661  13,291  19,255  33,398  50,830 

Product distribution

  16,127  20,519  20,217  21,678  20,625 

Performance fees/other revenue           

  41,880  24,821  15,839  57,168  27,476 
            

Total operating revenues

  678,323  792,149  1,029,211  1,103,973  1,076,345 

Operating Expenses:

                

Compensation and benefits

  273,567  329,712  432,830  472,854  468,914 

Advertising and promotional costs

  5,898  9,030  12,881  15,134  13,643 

Intangible asset impairment

        586,715   

All other operating expenses           

  248,590  270,311  303,033  344,644  279,941 
            

Total operating expenses

  528,055  609,053  748,744  1,419,347  762,498 

Other Operating—Contingent Consideration

  
  
  
  
(29,300

)
 
87,200
 

Other Income/(Expense)

  
16,540
  
42,445
  
29,975
  
(120,051

)
 
(96,791

)

Net Interest Expense

  
(306,642

)
 
(309,552

)
 
(320,416

)
 
(340,270

)
 
(283,759

)

Consolidated VIEs and funds, net

  
135,273
  
109,787
  
(16,472

)
 
(72,921

)
 
11,862
 

Income/(Loss) Before Taxes

  
(4,561

)
 
25,776
  
(26,446

)
 
(877,916

)
 
32,359
 

Income Tax Expense/(Benefit)           

  
(40,133

)
 
(25,733

)
 
(6,291

)
 
(240,730

)
 
(42,385

)
            

Net Income/(Loss)

  35,572  51,509  (20,155) (637,186) 74,744 
            

Less: Net Income/(Loss) attributable to Noncontrolling Interests

  1,653  87,426  (7,171) (66,188) 29,516 

Net Income/(Loss) attributable to Nuveen Investments           

 $33,919 $(35,917)$(12,984)$(570,998)$45,228 
            
            

Balance Sheet Data, at period end (in thousands):

                

Cash and cash equivalents(1)

 $290,085 $127,714 $212,258 $290,289 $324,717 

Total assets(1)

  6,249,049  5,992,041  6,863,251  6,263,226  6,298,190 

Total debt, including current portion(1)(2)

  3,984,831  3,694,588  4,034,366  4,419,990  4,482,668 

Total Nuveen Investments' shareholders' equity(1)

  968,121  1,005,512  980,166  396,107  452,405 


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Three Year Financial Summary


(

 
 For the Year Ended December 31, 
 
 2009 2010 2011 2012 2013 

Operating Data (in millions):

                

Net Assets Under Management, at period end

                

Retail Advisory

 $59,851 $85,464 $84,096 $86,469 $87,692 

Institutional

  33,618  58,022  72,665  60,707  62,229 

Structured Products

  51,327  53,316  63,335  71,379  70,583 
            

Total

 $144,796 $196,802 $220,096 $218,555 $220,504 
            
            

Net Investment Product Flows(3)

                

Retail Advisory

 $1,473 $2,621 $255 $(2,433) (2,305)

Institutional

  156  8,882  12,097  (16,752) (9,172)

Structured Products

  (457) 2,056  1,482  4,943  2,693 
            

Total

 $1,172 $13,559 $13,834 $(14,242)$(8,784)
            
            

 
 For the Year Ended December 31, 
 
 2009 2010 2011 2012 2013 

Other Financial Data (dollars in thousands):

                

Depreciation and amortization

 $85,517 $86,989 $93,332 $95,641 $69,309 

Cash interest expense(4)

  298,676  295,679  302,647  329,407  279,566 

Capital expenditures

  10,815  17,674  49,791  44,176  18,712 

Cash flow provided by (used in):

                

Operating activities

  (64,043) 28,289  180,952  60,148  145,624 

Financing activities

  (38,608) (126,197) 288,477  239,648  (66,279)

Investing activities(1)

  (58,977) (64,461) (395,170) (221,721) (45,026)

EBITDA(5)(7)

  250,672  309,942  402,049  (398,982) 351,186 

Adjusted EBITDA(6)(7)

  379,732  470,746  571,391  524,871  492,437 

Ratio of net senior secured debt to Adjusted EBITDA(8)

  4.6x 

Ratio of net secured debt to Adjusted EBITDA

  5.6x 

Ratio of net total debt to Adjusted EBITDA

  9.1x 

Ratio of Adjusted EBITDA to cash interest expense

  1.8x 

(1)
Excludes assets and liabilities of consolidated variable interest entities. We are required to consolidate 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 

our financial statements (a) Symphony CLO V, Ltd., in which we hold no ownership interest, because MDP is considered the primary beneficiary of Symphony CLO V, (b) other collateralized loan and debt obligations for which Symphony acts as collateral manager and (c) certain funds managed by Gresham. See Notes 1 and 3 of the notes to our consolidated financial statements for the year ended December 31, 2013 included elsewhere in this prospectus.

*(2)
Represents full year 2007Includes net remaining unamortized discount and debt issuance costs.

(3)
Net flows of investment products represent the sum of sales, reinvestments and exchanges, less redemptions.

(4)
Excludes cash interest expense attributable to consolidated variable interest entities.

(5)
EBITDA is defined as net income/(loss) attributable to Nuveen Investments before net interest expense, income tax/(benefit), depreciation and amortization and income/(expense) attributable to consolidated variable interest entities. See note 7 below for a reconciliation of EBITDA to net income/(loss) attributable to Nuveen Investments, as determined under GAAP.

(6)
Adjusted EBITDA is calculated in accordance with the credit agreement governing our senior secured credit facility and adjusts EBITDA for, among other things, non-cash compensation, structured products distribution expense, retention, severance and recruiting expense. See note 7 below for a reconciliation of Adjusted EBITDA to net income/(loss) attributable to Nuveen Investments, as determined under GAAP.

(7)
EBITDA and Adjusted EBITDA are supplemental measures of our performance that are not required by, and are not presented in accordance with, GAAP. They are not measurements of our financial performance under GAAP and should not be considered as alternatives to revenues, net earnings/(loss) or any other performance measures derived in accordance with GAAP or as alternatives to cash flow from operating activities as measures of our liquidity. The use of EBITDA and Adjusted EBITDA instead of income/(loss) from operations has limitations as an analytical tool, including the inability to determine profitability, the


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    exclusion of interest expense and associated significant cash requirements, which represent significant and unavoidable operating costs given the level of our indebtedness. Management compensates for these limitations by relying primarily on our GAAP results and by presenting EBITDA and Adjusted EBITDA only supplementally. Our management believes presenting EBITDA and Adjusted EBITDA is useful to investors because it enables investors to evaluate how management views our businesses and because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies with substantial financial leverage. Our presentation of EBITDA and Adjusted EBITDA is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation. See "Non-GAAP Financial Measures."

    EBITDA and Adjusted EBITDA are reconciled from net income/(loss) attributable to Nuveen Investments, as determined under GAAP, as follows:

 
 For the Year Ended December 31, 
(in thousands)
 2009 2010 2011 2012 2013 

Net income/(loss) attributable to Nuveen Investments

 $33,919 $(35,917)$(12,984)$(570,998)$45,228 

Net (income)/loss attributable to Symphony CLO V

  (135,273) (24,949) 7,576  (23,165) (4,725)

Net interest expense excluding consolidated variable interest entities

  306,642  309,552  320,416  340,270  283,759 

Income tax benefit

  (40,133) (25,733) (6,291) (240,730) (42,385)

Depreciation and amortization

  85,517  86,989  93,332  95,641  69,309 

EBITDA

  250,672  309,942  402,049  (398,982) 351,186 

Adjustments:

                

Non-cash compensation

  56,994  64,030  54,460  77,061  51,013 

Structured products distribution expense(a)

  16,907  23,246  12,389  43,803  10,116 

Retention, severance, and recruiting expense(b)

  42,460  46,626  35,452  56,692  51,690 

Goodwill, intangible and other impairment

        586,715   

Acquisitions(c)

    34,515  55,642  29,972  (87,301)

Other adjustments(d)

  12,699  (7,613) 11,399  129,610  115,733 

Adjusted EBITDA

 $379,732 $470,746 $571,391 $524,871 $492,437 

(a)
Structured products distribution expense represents structuring fees and upfront distribution costs paid for closed-end funds, mutual funds, and other structured products such as collateralized loan and debt obligations.

(b)
Retention, severance, and recruiting expense represents costs associated with employee retention programs, costs related to employee severance agreements and costs to recruit employees, such as relocation expense.

(c)
Amounts in 2010 related to the acquisition of the long-term asset management business of U.S. Bank National Association's FAF Advisors. Amounts in 2011 related to the acquisition of Gresham. Amounts in 2012 and 2013 reflect the fair value change on the Gresham contingent consideration.

(d)
Other adjustments include, but are not limited to, non-recurring items, such as gains and losses on certain investments, mark-to-market on hedging activity, impairment charges, loss on debt restructuring, and other adjustments.
(8)
Senior secured debt excludes our second lien term loans.


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RISK FACTORS

        You should carefully consider the following risk factors in addition to theand all other information contained in this prospectus before deciding to participateparticipating in the exchange offer. Anyoffers. The risks and uncertainties described below are not the only risks facing us and your investment in the exchange notes. Additional risks and uncertainties that we are unaware of, theor those we currently deem immaterial, also may become important factors that affect us. The following risks could have a material adverse effect onmaterially and adversely affect our business, prospects, financial condition, cash flows or results of operations, cash flow or ability to make payments on the Notes.operations.

Risks Related to the Exchange OfferOffers

Holders that doIf you choose not to exchange their Old Notesyour outstanding notes in the exchange offers, the transfer restrictions currently applicable to your outstanding notes will continue to hold restricted securities, which will restrict their ability to sell their Old Notes.remain in force and the market price of your outstanding notes could decline.

        If you do not exchange your Old Notesoutstanding notes for New Notesexchange notes in the exchange offer,offers, then you will continue to be subject to the transfer restrictions on transfer describedthe outstanding notes as set forth in the legend on your Old Notes. The restrictions on transferoffering memoranda distributed in connection with the private offerings of your Old Notes arise because we issued the Old Notes in a transactionoutstanding notes. In general, the outstanding notes may not subject to thebe offered or sold unless they are registered or exempt from registration requirements ofunder the Securities Act and applicable state securities laws. In general, you may only offer to sellExcept as required by 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, andagreements, we do not intend to register resales of the Old Notesoutstanding notes under the Securities Act, other than in limited circumstances. In addition, if you exchange your Old Notes inAct.

        The tender of outstanding notes under the exchange offer foroffers will reduce 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 aggregateremaining principal amount of indebtedness,the outstanding notes, which included borrowingsmay have an adverse effect upon and increase the volatility 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 millionmarket price 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% senioroutstanding notes due to reduction in September 2010.liquidity.

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

        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:


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        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:


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        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


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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:

        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:

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

        The exchange notes are a new issue of securities for which there is no established trading market. We do not intend to listhave the exchange notes listed on anya national securities exchange or to seek the admission of the notesarrange for quotation throughon any automated quotation system. Therefore, we cannot assure you as to the National Associationdevelopment or liquidity of Securities Dealers Automated Quotation System.any trading market for the exchange notes. The initial purchasers are not obligated to makeliquidity of any market for the exchange notes will depend on a number of factors, including:

        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 exchange notes. The market, if any, for the exchange notes if any, may be subject toface similar disruptions. Any such disruptions that 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 priceprices at which the holders wouldyou may sell your exchange notes. Therefore, you may not be able to sell their notes.your exchange notes at a particular time and the price that you receive when you sell may not be favorable.

You may not receive the exchange notes in the exchange offer if the exchange offer procedures are not properly followed.

        We will issue the exchange notes in exchange for your outstanding notes only if you properly tender the outstanding notes before expiration of the exchange offers. Neither we nor the exchange


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agent are under any duty to give notification of defects or irregularities with respect to the tenders of the outstanding notes for exchange. If you are the beneficial holder of outstanding notes that are held through your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender such notes in the exchange offers, you should promptly contact the person through whom your outstanding notes are held and instruct that person to tender on your behalf.

Our controlling equityholderBroker-dealers may have interests that conflict with your interests as a holderbecome subject to the registration and prospectus delivery requirements of notes. In addition, our controlling equityholder's controlling interests in us involves risksthe Securities Act and any profit on the resale of the exchange notes may be deemed to you.be underwriting compensation under the Securities Act.

        Pursuant toAny broker-dealer that acquires exchange notes in 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 sixexchange offer for its own account in exchange for outstanding notes which it acquired through market-making or other trading activities must acknowledge that it will comply with the registration and prospectus delivery requirements 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 engagingSecurities Act 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 paymentsconnection with any resale transaction by that broker-dealer. Any profit on the notes. For more information see "Certain Relationshipsresale of the exchange notes 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 directlyany commission or indirectly with us. MDP may also pursue acquisition opportunities thatconcessions received by a broker-dealer 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 continuedeemed to be able to strongly influence or effectively control our decisions.

        The indenture governingunderwriting compensation under 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."Securities Act.

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 declinesDifficult market conditions can adversely affect our business in securities markets, such asmany ways, including by reducing the declines occurring beginning in 2008, have and may continue to adversely affectvalue of our assets under management and financial results. Poor investment performance may alsocausing clients to withdraw funds, each of which could materially reduce our revenues and adversely affect our assets under management and our future offerings.financial condition.

        A large portion of our revenues is derived from the fees we earn under our investment advisory contracts with clients.contracts. Under these contracts, the investment advisory fees we receive are typically based on the market value of assets under management. Significantmanagement and, sustained declines in securities markets and/or theto a much lesser extent, investment performance. The market value of the securities managed may reduce our assets under management and salesmay decline due to any number of factors beyond our products, and, ascontrol, including, among others, a result, adversely affectdeclining stock market, rising interest rates, general economic downturn, political uncertainty or acts of terrorism. Furthermore, 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. Primarilyclients may terminate our investment advisory contracts or reduce their investments upon short or no notice for any reason, including adverse market conditions. Our assets under management may also decrease as a result of investors in the mutual funds we advise redeeming their investments in those funds in response to adverse market conditions. These investors may redeem without prior notice and for any reason.

        In periods of difficult market conditions, we may experience accelerated client redemptions or withdrawals which, along with market depreciation, could materially reduce the market value of our assets under management. For example, the global economic environment deteriorated sharply in 2008, particularly in the third and fourth quarters, and in the first quarter of 2009, with virtually every class of financial asset and geographic market experiencing significant price declines and volatility. As a result of market depreciation and net redemptions, our assets under management decreased from $164.3 billion at December 31, 2007 to $127.8$115.3 billion at June 30,March 31, 2009. Although our assets under management have increased to $220.5 billion at December 31, 2013, there is no guarantee that our assets under management will similarly rebound in the event of another downturn. If any of these factors cause a decline in our assets under management, it would result in lower revenues from investment advisory fees. If our revenues decline without a commensurate reduction in our expenses, our net income will be reduced and our business will be negatively affected.


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        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 couldFluctuations in equity markets may 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.business.

        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,December 31, 2013, approximately 43%35% of our assets under management were equity assets. As noted above, recently there have been substantial fluctuations in price levels in securities markets in recent years, 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,


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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 equity market prices may adversely affect our profitability if we do not reduce our fixed costs.costs to offset such reduced revenues.

        ChangesFluctuations in interest rates and defaults.may adversely affect our business.

        As of June 30, 2009,December 31, 2013, approximately 57%54% of our assets under management were credit based strategies. Increases in interest rates from their present levels may adversely affect the values of fixed income securities. Increases in interest rates may have a magnified adverse effect on our leveraged closed-end funds. The value of fixed income securities may also decline as a result of the issuer's actual or perceived creditworthiness or ability to meet its obligations. 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 managemanaged 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

        Fluctuations in interest rates may have a magnified adverse effect on our leveraged closed-end funds. Moreover, fluctuations in interest rates mayalso have a significant impact on securities markets generally, which may adversely affect the market value of our overall assets under management.management invested in equity securities.

Poor investment performance by our investment products and services may adversely affect our assets under management and financial results, along with our ability to market future product and service offerings.

        Redemptions        The performance of our investment products and other withdrawals.    Investors (in response to adverseservices is critical in retaining existing client assets under management as well as attracting new client assets. Our investment products and services can perform poorly for a number of reasons, including general market conditions, inconsistent investment decisions that we make and the 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 segmentscompanies in which our investment products are concentrated.

        Political and general economic risks.    Theinvest. If our investment products managed byand services perform poorly, our earnings could decline because:

        While clients do not ablehave legal recourse against us solely on the basis of poor investment results, if our investment products and services perform poorly, we are more likely to find sufficient appropriate investments for new client assetsbecome subject to litigation brought by dissatisfied clients. In addition, to the extent clients are successful in a timely manner, theclaiming that their losses resulted from fraud, negligence, willful misconduct, breach of contract or other similar misconduct, these clients may have remedies against us and/or our investment manager's investment performance could be adversely affected.professionals under federal securities laws and/or state law.


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The failureloss of the auctions for Auction Rate Preferred Stock that began in February 2008key investment professionals or members of our senior management team could have ana material adverse effect on our business.

        We sponsor 125 closed-end fundsdepend on the skills and expertise of which 101 were leveraged throughour investment professionals. Our success depends on our ability to retain the issuancekey members 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 incomeour investment teams, who possess substantial experience in investing and have been primarily responsible for common shareholdersthe historically strong investment performance we have achieved. In particular, we depend on our portfolio managers. Because of the fund in accordance with the funds' investment objectiveslong tenure 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 ARPSstability of our portfolio managers, our clients generally attribute the investment performance we have achieved to these individuals. While we have generally experienced very few departures among our portfolio managers, there can be no assurance that this stability will continue in the future. The departure of a portfolio manager could cause clients to withdraw funds have failed.from the investment products he or she manages, which would reduce our assets under management. For example, on March 14, 2012, we announced the departure of the Co-President and Chief Investment Officer of Tradewinds, which focuses on global equity investment products. As a result of this departure, we experienced a significant increase in redemptions on global/international value style products managed by Tradewinds. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Net Flows."

        A reduction in assets under management resulting from the auction failures, investorsloss of key investment professionals will result in ARPSa decline in investment advisory fees and, if we were not able to reduce our expenses sufficiently, our net income, and these reductions could be material. The departure of an investment product's portfolio manager also could cause clients to refrain from allocating additional funds to such investment product or delay such additional funds until a sufficient track record under a new portfolio manager or managers has been established. This would have a negative effect on the future growth of our fundsassets under management. Because certain of our portfolio managers contribute significantly to our revenues and net income, the loss of even a small number of them could have been unablea disproportionate impact on our business.

        The market for qualified investment, management, marketing and client service professionals is extremely competitive and we may fail to sell their ARPSsuccessfully attract and retain qualified personnel in the future. Due to the competitive market for these auctions.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. Although we intend for overall compensation levels to remain competitive, we may not be successful in designing and implementing an attractive compensation model. Any cost-reduction initiative or adjustments or reductions to compensation could negatively impact our fundsability to retain key personnel. In addition, changes to our management structure, corporate culture and corporate governance arrangements could negatively impact our ability to retain key personnel.

        We also depend on the contributions of our senior management team led by John P. Amboian, our Chief Executive Officer. In addition, our senior marketing and client service personnel have refinanced $5.8 billiondirect contact with our institutional clients and consultants and other key individuals within each of their outstanding ARPS asour distribution channels. The loss of June 30, 2009, $9.6 billion remained outstanding as of such date. $8.8 billionany of these ARPS were issued bykey professionals could limit our municipal fundsability to successfully execute our business strategy and pay tax-exempt dividends which limitsmay prevent us from sustaining 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 whichhistorically strong financial and operational performance 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 Inquiryachieved or action by other regulatory authorities could result in fines or other action which could adversely affect us.our ability to retain existing and attract new client assets and related revenues.

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


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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, allAll 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


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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.distribution partners. Fee reductions on existing or future business could have an adverse impact on our revenue and profitability.

The historical returns of our existing investment products may not be indicative of their future results or of the investment products we may develop in the future.

        We have presented ratings and rankings of our investment products based on the historical returns of our existing investment strategies elsewhere in this prospectus. The historical returns of our products and the ratings and rankings we or the mutual funds that we advise have received in the past should not be considered indicative of the future results of these products or of any other products that we may develop in the future. The investment performance we achieve for our clients varies over time and the variance can be wide. The ratings and rankings we or the mutual funds we advise have received are typically revised monthly. The historical performance and ratings and rankings presented herein are as of December 31, 2013 and for periods then ended. The performance we have achieved and the ratings and rankings received at subsequent dates and for subsequent periods may be higher or lower and the difference could be material. Our products' returns have benefited during some periods from investment opportunities and positive economic and market conditions. In other periods, such as in 2008, the first quarter of 2009 and the second quarter of 2010, general economic and market conditions have negatively affected investment opportunities and our products' returns. These negative conditions may occur again, and in the future we may not be able to identify and invest in profitable investment opportunities within our current or future products.


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Our business relies on third-party distributors who may choose not to sell or recommend our products or who may 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 representativesFinancial advisors 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 representativesfinancial advisors 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 representativesdistribution firms 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'sfinancial advisors's ability to distribute our mutual funds is subject to the continuation of a selling agreement between the firm with which the representativeadvisor 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.

Our efforts to establish new investment teams and products may be unsuccessful and could negatively impact our results of operations and our reputation.

        As part of our growth strategy, we may seek to take advantage of opportunities to add new investment teams. To the extent we are unable to recruit and retain investment teams that will complement our existing business model, we may not be successful in further diversifying our investment products and client assets, any of which could have a material adverse effect on our business and future prospects. In addition, the costs associated with establishing a new team and investment strategy initially will exceed the revenues they generate. If any such new products perform poorly and fail to attract sufficient assets to manage, our results of operations will be negatively impacted. In addition, a new product's poor performance may negatively impact our reputation and the reputation of our other investment products within the investment community.

The investment products managed by us may make significant investments in international markets, which involve foreign currency exchange, tax, political, social and economic uncertainties and risks.

        The investment products we manage may invest significant funds in international markets. Fluctuations in foreign currency exchange rates could negatively affect the returns of our clients who are invested in these products. In addition, an increase in the value of the U.S. dollar relative to non-U.S. currencies is likely to result in a decrease in the U.S. dollar value of our assets under management, which, in turn, could result in lower revenue since we report our financial results in U.S. dollars. Investments in non-U.S. issuers may also be affected by tax positions taken in countries or regions in which we are invested as well as political, social and economic uncertainty. Declining tax revenues may cause governments to assert their ability to tax the local gains and/or income of foreign investors (including our clients), which could adversely affect clients' interests in investing outside their home markets. Many financial markets are not as developed, or as efficient, as the U.S. financial markets, and, as a result, those markets may have limited liquidity and higher price volatility. Liquidity may also be adversely affected by political or economic events within a particular country, and our ability to dispose of an investment may also be adversely affected if we increase the size of our investments in smaller non-U.S. issuers. Non-U.S. legal and regulatory environments, including financial accounting standards and practices, may also be different, and there may be less publicly available information about non-U.S. companies. The risks associated with these factors could adversely affect


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the performance of our products that are invested in international markets resulting 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. These risks may be particularly acute in the emerging or less developed markets in which we invest.

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 regulations arising under federal and state securities laws, rules promulgated by the SEC and FINRA.the Commodity Futures Trading Commission ("CFTC"), and the rules of certain self-regulatory organizations, including FINRA and the National Futures Association. 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 advisoradviser or broker-dealer's registration and otherwise prohibiting an investment advisoradviser from acting as an investment advisor.adviser. 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 affecteffect 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 under the Investment Company Act of 1940, as amended (the "Investment Company Act"), 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 advisoradviser subsidiaries are registered with the SEC as investment advisorsadvisers under the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"). The Investment Advisers Act imposes numerous obligations on registered investment advisors,advisers, including fiduciary, recordkeeping, operational and disclosure obligations. In light of recent allegations of fraud against certain other investment advisors,advisers, we anticipate substantially increased regulation of investment advisors.advisers.

        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.


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        Our subsidiary, Nuveen Investments,Securities, 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, thesesthese 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.

        In February 2012, the CFTC adopted amendments to existing rules that have subjected certain of our mutual funds, closed-end funds and certain other products we sponsor that invest in futures, swaps or other derivatives to regulation by the CFTC as commodity pools. Certain of our subsidiaries, including Gresham, are registered as Commodity Pool Operators and Commodity Trading Advisors with the CFTC and are subject to regulation by the National Futures Association. We will incur ongoing costs associated with monitoring compliance with the CFTC registration and exemption obligations and complying with the periodic reporting requirements of Commodity Pool Operators.

Our investment management subsidiaries are subject to the Employee Retirement Income Security Act of 1974, as amended ("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 of 1989, as amended (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.

        A change in the tax-exempt treatment of income from municipal bonds, which accounts for a substantial portion of our assets under management, because of, among other things, unfavorable changes in federal or state tax laws or adverse interpretations by the IRS or state tax authorities, could have an adverse effect upon demand for our municipal bond investment products and services and the value of our assets under management consisting of municipal bonds. 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 also affect investor behavior and cause investors to view certain investment offerings less favorably, thereby decreasing our assets under management.

        On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended (the "Dodd-Frank Act"), which imposes significant new regulations on almost every aspect of the U.S. financial services industry, including aspects of our business and the markets in which we operate. The Dodd-Frank Act has and will likely continue to increase our regulatory compliance burden and may have a material adverse effect on us by increasing the costs associated with our investment products and services. Many of the provisions of the Dodd-Frank Act are subject to further rulemaking, implementation and, ultimately, the discretion of regulatory bodies. As a result, it is too early to fully assess the impact of the Dodd-Frank Act and subsequent regulatory rulemaking processes on our business, financial condition or results of operations.

        Pursuant to the mandate of the Dodd-Frank Act, the CFTC and the SEC have promulgated rules that increase the regulation of over-the-counter derivatives markets. The implementing regulations require many types of derivatives that were previously traded over-the-counter to be executed in regulated markets and submitted for clearing to regulated clearinghouses. Complying with the new regulations may significantly increase the costs of derivatives trading on behalf of our clients.


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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.events. We could become involved in such litigation become 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 ifInvestors in the mutual funds and certain other pooled investment vehicles that we advise can redeem their investments in those funds at any time without prior notice, which could adversely affect our earnings.

        Investors in the mutual funds that we advise or sub-advise may redeem their investments in those mutual funds at any time without prior notice and investors in certain other types of pooled investment vehicles that we advise or sub-advise may typically redeem their investments on fairly limited or no prior notice, thereby reducing the aggregate amount of our assets under management. These investors may redeem for any number of reasons, including general financial market conditions, the absolute or relative investment performance we have achieved, or their own financial condition and requirements. In a declining stock market or a rising interest-rate environment, the pace of redemptions could accelerate. Poor investment performance relative to other funds tends to result in decreased purchases and increased redemptions of fund shares. For the twelve months ended December 31, 2013, we generated over 28% of our investment advisory fee revenues from advising mutual funds, and the redemption of investments in those funds would adversely affect our revenues and could have a material adverse effect on our earnings.

We derive a substantial portion of our revenues from contracts are terminated.and relationships that may be terminated upon short or no notice.

        A substantial portion of our revenues areis derived from the fees we earn under our investment advisory agreements.contracts. Our investment advisory agreementscontracts with registeredSEC-registered fund clients may be terminated without penalty by the client upon 60 days' written notice. Furthermore, each registered fund's investment advisory contract must be approved annually by the trusteesboard of the respective funds,fund, including a majority of the trusteesboard members 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.notice or less. These investment advisory agreements and client relationships may be terminated or not renewed for any number of reasons. The decrease in revenues that could result from the termination of a material client relationship or group of client relationships could have a material adverse effect on our business.

AnyA change of control of our company could result in termination of our investment advisory agreements.

        Under the Investment Company Act, each of the investment advisory agreements for SEC-registered funds that we advise automatically terminates in the event of its assignment, as defined under the Investment Company Act. If such an assignment were to occur, we could continue to act as adviser to any such fund only if that fund's board and shareholders approved a new investment advisory agreement, except in the case of certain of the funds that we sub-advise for which only board approval would be necessary. In addition, under the Investment Advisers Act, each of the investment advisory agreements for the separate accounts we manage may not be assigned without the consent of the client. An assignment may occur under the Investment Company Act and the Investment Advisers Act if, among other things, the company undergoes a change of control.


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        MDP, by virtue of its right to effectively appoint a majority of our board of directors pursuant to Holdings' limited liability company agreement (through its affiliated investment funds), is currently deemed to control our company for purposes of the Investment Company Act and the Investment Advisers Act. If MDP ceases to so control our company, or if there were a change of control at MDP, an assignment is likely to be deemed to have occurred and we will be required to seek the necessary approvals for new registered fund investment advisory agreements and consents from our separate account clients. If an assignment occurs as a result of a change of control of our company, we cannot be certain that we will be able to obtain the necessary approvals from the boards and shareholders of the registered funds that we advise or the necessary consents from our separate account clients. The decrease in revenues that could result from a failure by us to obtain such approvals and consents could have a material adverse public disclosure,effect on our business.

Damage to our reputation or 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 its assets under management,that we manage 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 acquireexplore strategic transactions, such as acquisitions of other companies, asset sales or a potential merger, and the expected benefits of such acquisitionsstrategic transactions may not materialize.materialize, which may prevent us from implementing strategies to grow our business.

        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 acquisition candidates for strategic transactions at acceptable prices, have sufficient capital resources to accomplish our strategy, obtain the necessary financing on satisfactory terms 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 acquisitions, asset sales or any other 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.

        Acquisitions pose the risk that the acquired companies could lose customers or employees or could underperform relative to expectations. We could also experience financial or other setbacks or experience adverse accounting consequences in connection with an acquisition, such as the need to make large provisions against the acquired assets or to write down the acquired assets. In addition, we may not be able to effectively integrate the services, key personnel or businesses of acquired companies


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into our business, in which case the anticipated benefits of the transaction may not be realized fully or at all or may take longer to realize than expected.

The performance of our investment strategies or the growth of our assets under management may be constrained by unavailability of appropriate investment opportunities.

        The ability of our investment teams to deliver strong investment performance depends in large part on their ability to identify appropriate investment opportunities in which to invest client assets. If the investment team for any of our strategies is unable to identify sufficient appropriate investment opportunities for existing and new client assets on a timely basis, the investment performance of the products they manage could be adversely affected. In addition, if we determine that sufficient investment opportunities are not available for a product, we may choose to limit the growth of the product by limiting the rate at which we accept additional client assets for management under the product, closing the product to all or substantially all new investors or otherwise taking action to limit the flow of assets into the product. If we misjudge the point at which it would be optimal to limit access to or close a product, the investment performance of the product could be negatively impacted. The risk that sufficient appropriate investment opportunities may be unavailable is influenced by a number of factors, including general market conditions, but is particularly acute with respect to our products that focus on small-cap and emerging market investments, and is likely to increase as our assets under management increase, particularly if these increases occur very rapidly.

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


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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.

        In order to manage the significant risks inherent in our business, we must maintain effective policies, procedures and systems that enable us to identify, monitor and control our exposure to operational, legal and reputational risks. Our risk management methods may prove to be ineffective due to their design or implementation, or as a result of the lack of adequate, accurate or timely information or otherwise. If our risk management efforts are ineffective, we could suffer losses that could have a material adverse effect on our financial condition or operating results. Additionally, we could be subject to litigation, particularly from our clients, and sanctions or fines from regulators. Our techniques for managing risks in client portfolios may not fully mitigate the risk exposure in all economic or market environments, or against all types of risk, including risks that we might fail to identify or anticipate.

Our controlling equity holder may have conflicts of interest with us or the holders of the notes in the future.

        Pursuant to the limited liability company operating agreement of Holdings, an investment fund affiliated with MDP is entitled to appoint a majority of the members of Holdings' board of managers, and therefore ultimately controls 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). Investment funds affiliated with MDP own 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 "Security Ownership of Certain Beneficial Owners and Management" and "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 affiliated with MDP continue to own a significant amount of Holdings' equity interests and retain manager 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 indentures governing the notes allow us and our subsidiaries to engage in transactions with our affiliates subject to certain limitations set forth therein. See "Description of Notes—Certain Covenants—Transactions with Affiliates."

Risks Related to the Notes and Our 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 December 31, 2013, we had approximately $4.5 billion in aggregate principal amount of indebtedness outstanding (excluding indebtedness at consolidated variable interest entities). Subject to the limits contained in the credit agreement governing our senior secured credit facility, the indentures governing the notes and our other debt instruments, we may be able to incur substantial additional debt from time to time to finance working capital, capital


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expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our substantial amount of indebtedness could increase.

        Our substantial amount of indebtedness could have important consequences to the holders of the notes, including:

See "Capitalization" and "Description of Certain Other Indebtedness."

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Despite our current level of indebtedness, we may be able to incur additional indebtedness and enter into other transactions, which could further exacerbate the risks related to our substantial indebtedness described above.

        From timeWe may be able to time, informationincur additional indebtedness in the future. As of December 31, 2013, we provide or information includedhad $190.0 million of availability to incur secured indebtedness under our senior secured revolving credit facility. Moreover, although the credit agreement governing our senior secured credit facility and the indentures 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 material. Also, these restrictions do not prevent us from incurring obligations that do not constitute indebtedness. To the extent we incur additional indebtedness, the substantial risks described in the previous risk factor would increase. See "Description of Notes" and "Description of Certain Other Indebtedness."

Our variable rate indebtedness subjects us to interest rate risk, which could cause our filings withindebtedness service obligations to increase significantly.

        Borrowings under our senior secured credit facility are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on 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,variable rate indebtedness would increase even though the amount borrowed remained the same, and our actual future results may differ significantly from those anticipated in any forward-looking statements due to numerous knownnet income 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,"cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. See "Management's Discussion and Analysis of Financial ConditionsCondition and Results of Operations"Operations—Capital Resources, Liquidity and elsewhereFinancial Condition—Derivative Instruments" for information regarding our interest rate hedging activities.


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We may be unable to service our indebtedness, including the notes.

        Our ability to make scheduled payments on and to refinance our indebtedness, including the notes, depends on and is subject to our financial and operating performance, which 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, uncertaintiesturn is affected by prevailing economic, financial, competitive, legislative, legal, regulatory, business and other factors that pertain tobeyond our business andcontrol, including the effectsavailability of which may cause our assets under management, earnings, revenues and/or profit margins to decline include:

capital. Our broker-dealer subsidiary accounted for approximately 2% of our revenues (excluding intercompany revenues) for the year ended December 31, 2013 and represented less than 1% of our assets at December 31, 2013.


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The indentures governing the notes and the credit agreement governing our senior secured credit facility impose significant operating and financial restrictions on us, which may prevent us from capitalizing on business opportunities.

        The indentures governing the notes and the credit agreement governing our senior secured credit facility impose significant operating and financial restrictions on us. These restrictions, subject to certain exceptions, limit our ability to, among other things:

The credit agreement governing our senior secured credit facility also contains a financial maintenance covenant that prohibits us from exceeding a specified ratio of (i) funded senior first lien secured indebtedness less unrestricted cash and cash equivalents to (ii) consolidated adjusted EBITDA, as defined in the credit agreement. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources, Liquidity and Financial Condition—Senior Secured Credit Facility" for information regarding this financial maintenance covenant.

        As a result of these restrictions, we are limited as to how we conduct our business and we may be unable to finance our future acquisitionsoperations or capital needs or engage in other business activities that may be in our interest. The terms of any future indebtedness we may incur could include more restrictive covenants. Our ability to comply with these covenants may be affected by events beyond our control. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers and/or amend the covenants in order to avoid an event of default.

        Our failure to comply with the covenants described above as well as other terms of our existing indebtedness and/or the terms of any future indebtedness from time to time could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings prior to maturity, together with accrued and unpaid interest. If we are forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, our results of operations and financial condition could be adversely affected. The lenders under our senior secured credit facility could also elect to terminate their commitments thereunder, cease making further loans, and institute foreclosure proceedings against their collateral, and we could be forced into bankruptcy or liquidation.

Our failure to comply with the agreements relating to our outstanding indebtedness, including as a result of events beyond our control, could result in an event of default that could materially and adversely affect our results of operations and our financial condition.

        If there were an event of default under any of the agreements relating to our outstanding indebtedness, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately. We cannot assure you that our assets or cash flows would be sufficient to fully repay borrowings under our outstanding debt instruments if accelerated upon an event of default. If we are forced to refinance these borrowings on less favorable terms or cannot


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refinance these borrowings, our results of operations and financial condition could be adversely affected. Furthermore, if we are unable to repay, refinance or restructure our indebtedness under our secured debt, the holders of such debt could proceed against the collateral securing that indebtedness, and we could be forced into bankruptcy or liquidation. In addition, any event of default or declaration of acceleration under one debt instrument could also result in an event of default under one or more of our other debt instruments.

The notes and related guarantees are unsecured and are effectively subordinated, and the subsidiary guarantees are contractually subordinated, to our secured indebtedness, including our senior secured credit facility.

        The notes and related guarantees are not secured by any of our 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 indebtedness. Our obligations under our senior secured credit facility are secured by, among other things, first priority and second priority security interests in the assets of Parent, Issuer and each of the Issuer's existing and future wholly owned material subsidiaries (excluding broker-dealer subsidiaries, foreign subsidiaries and domestic subsidiaries whose only assets are equity interests in foreign subsidiaries), subject to certain exceptions. In addition, the subsidiary guarantees are contractually subordinated to any secured indebtedness of the respective subsidiary guarantor, including the borrowings under our senior secured credit facility. See "Description of Certain Other Indebtedness" and "Description of Notes."

        If we become insolvent or are liquidated, or if payment under our senior secured credit facility is accelerated, the lenders under our senior secured credit facility 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 facility). Moreover, we may incur additional senior secured indebtedness, the holders of which will also be entitled to the remedies available to a secured lender. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization, or other bankruptcy proceeding, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. As a result, holders of the notes may receive less, ratably, than holders of secured indebtedness.

        As of December 31, 2013, we had $2.6 billion of senior secured indebtedness outstanding, representing first- and second-lien term loans under our senior secured credit facility, which would have ranked effectively senior to the exchange notes, and we had an additional $190.0 million of borrowing availability under our senior secured revolving credit facility. We will be permitted to add, in addition to the revolving credit facility, incremental facilities, subject to certain conditions being satisfied. The credit agreement governing our senior secured credit facility and the indentures governing the notes will also permit us to incur additional secured indebtedness.

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

        The notes and related guarantees 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 indentures governing the notes contain 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 indentures governing the notes do not impose any limitation on the incurrence by our restricted subsidiaries of liabilities that do not constitute indebtedness under the indentures. The aggregate net operating revenues for the year ended


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December 31, 2013 of our subsidiaries that are not profitableguaranteeing the notes were $87.5 million (excluding $120.3 million in intercompany revenue), and at December 31, 2013, those subsidiaries had total assets and total liabilities of $695 million and $25 million, respectively. See "Description of Notes—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." See also "Description of Notes—Guarantees" and the condensed consolidating financial information included in the notes to our consolidated financial statements included herein.

Federal and state statutes may allow courts, under specific circumstances, to void the notes and related guarantees, subordinate claims in respect of the notes and related guarantees and/or require holders of the notes to return payments received from us.

        Under federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, the notes and related guarantees could be voided, or claims in respect of the notes and related guarantees could be subordinated to all of our other debt, if the issuance of the notes or related guarantees was found to have been made for us;less than reasonable equivalent value and we, at the time we incurred the indebtedness evidenced by the notes:

        A court might also void the issuance of the notes and related guarantees without regard to the above factors, if the court found that we issued the notes or the guarantors entered into the applicable guaranty with actual intent to hinder, delay or defraud our or their respective creditors.

        A court would likely find that we or a guarantor did not receive reasonably equivalent value or fair consideration for the notes or the guarantees, respectively, if we or a guarantor did not substantially benefit directly or indirectly from the issuance of the notes. If a court were to void the issuance of the notes or the guarantees, you would no longer have a claim against us or the guarantors. Sufficient funds to repay the notes may not be available from other sources, including the remaining guarantors, if any. Moreover, the court might direct you to repay any amounts that you already received from us or the guarantors with respect to the notes or any guarantee.

        In addition, any payment by us pursuant to the notes made at a time when we were subsequently found to be insolvent could be voided and required to be returned to us or to a fund for the benefit of our creditors if such payment is made to an insider within a one-year period prior to a bankruptcy filing or within 90 days for any outside party and such payment would give the creditors more than such creditors would have received in a liquidation under Title 11 of the United States Code, as amended (the "Bankruptcy Code").

        The measures of insolvency for purposes of these fraudulent and preferential transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent or preferential transfer has occurred. Generally, however, we would be considered insolvent if:

        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:

        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 formindentures governing the notes contain a "savings clause," which limits the liability of each guarantor on its guarantee to the maximum amount that such guarantor can incur without risk that its guarantee will be subject to avoidance as a fraudulent transfer. We cannot assure you that this limitation will protect such guarantees from fraudulent transfer challenges or, if it does, that the remaining amount due and termscollectible under the guarantees would suffice, if necessary, to pay the notes in full when due. Furthermore, in a recent case, Official Committee of Unsecured Creditors of TOUSA, Inc. v Citicorp North America, Inc., the U.S. Bankruptcy Court in the Southern District of Florida held that a savings clause similar to the savings clause that is included in the indentures governing the notes was unenforceable. As a result, the subsidiary guarantees were found to be fraudulent conveyances. The United States Court of Appeals for the Eleventh Circuit recently affirmed the liability findings of the New Notes areBankruptcy Court without ruling directly on the sameenforceability of savings clauses generally. If the TOUSA decisions were followed by other courts, the risk that the guarantees would be deemed fraudulent conveyances would be significantly increased.

        In addition, although each guarantee will contain a provision intended to limit that guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer, this provision may not be effective to protect those guarantees from being voided under fraudulent transfer law, or may reduce that guarantor's obligation to an amount that effectively makes its guarantee worthless.

        Finally, as a court of equity, the form and termsbankruptcy court may subordinate the claims in respect of the Old Notes, except that:

circumstances discussed more fully above, a court under federal and state fraudulent conveyance and transfer statutes could void the obligations under a guarantee or further subordinate it to all other obligations of the guarantor. See "—Federal and state statutes may allow courts, under specific circumstances, to void the notes and related guarantees, subordinate claims in respect of the notes and related guarantees and/or require holders of the notes to return payments received from us." In addition, you will lose the benefit of a particular guarantee if it is released under certain circumstances described under "Description of Notes—Guarantees."

We may not be able to finance a change of control offer required by the indentures.

        Upon a change of control, as defined under the indentures governing the 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. The New Notes evidencesource of funds for any such purchase of the same indebtedness as and replace the Old Notes, andnotes 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 equityholders. We cannot assure you that sufficient funds from such sources will be issued pursuant to, and entitled toavailable at 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 termstime of any suchchange of control to make required purchases or offers could differ fromof notes tendered. In addition, the terms of the exchange offer. Ascredit agreement governing our senior secured credit facility limit our ability to repurchase the notes and provide that certain change of the datecontrol events will constitute an event 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.default thereunder. Our future debt agreements may contain


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        We reservesimilar 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 sole discretion, subjectsenior secured credit facility and the indentures will not allow such repurchases. Our failure to offer to purchase all the notes or to purchase all validly tendered notes would be an event of default under the indentures governing the notes. Such an event of default may cause the acceleration of our other debt, including debt under our senior secured credit facility.

        Certain important corporate events, such as leveraged recapitalizations, may not, under the indentures governing the notes, constitute a "change of control" that would require us to repurchase the notes, notwithstanding the fact that such corporate events could increase the level of our indebtedness or otherwise adversely affect our capital structure, credit ratings or the value of the notes. In addition, the definition of change of control in the indentures governing the notes includes a phrase relating to the sale of "all or substantially all" of our assets. There is no precise established definition of the phrase "substantially all" under applicable law,law. Accordingly, the ability of a holder of notes to require us to repurchase its notes as a result of a sale of less than all our assets to another person may be uncertain. See "Description of Notes—Repurchase at the Option of Holders—Change of Control."

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may adversely affect the market price or liquidity of the notes.

        Our debt currently has a non-investment grade rating, and there can be no assurances that any rating assigned will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if, in that rating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Credit ratings are not recommendations to purchase, hold or sell the notes, and may be revised or withdrawn at any timetime. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure or marketing of the notes. If any credit rating initially assigned to the notes is subsequently lowered or withdrawn for any reason, you may not be able to resell your notes without a substantial discount.

If the notes are rated investment grade by both Standard & Poor's and from timeMoody's, certain covenants contained in the indentures governing the notes will be suspended, and holders of the notes will lose the protection of these covenants unless and until the notes subsequently fall back below investment grade.

        The indentures governing the notes contain certain covenants that will be suspended for so long as the notes are rated investment grade by both Standard and Poor's Ratings Services and Moody's Investors Service, Inc. These covenants restrict the Issuer's and its restricted subsidiaries' ability to, time:among other things:

        If we amendBecause these restrictions will not apply when 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:

        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 documentsnotes 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,rated investment grade, we will be deemedable to have accepted for exchange,incur additional debt and thereby exchanged, Old Notes validly tendered and not withdrawn as, if and when we give oral or written noticeconsummate transactions that may impair our ability to the exchange agent (any such oral notice to be promptly confirmed in writing) ofsatisfy 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

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

        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.

        The exchange agent will make a request to establish an accountobligations 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.

        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.

notes. 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.

        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:


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        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:

        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


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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,addition, we will not be requiredhave to accept for exchange any Old Notes and will not be requiredmake certain offers to issue New Notes in exchange for any Old Notes:

        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


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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.notes.


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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.

        Inexchange notes in the exchange offers. The exchange offers are intended to satisfy our obligations under the applicable registration rights agreements that we entered into in connection with the private offerings of the outstanding notes. As consideration for issuing the New Notesexchange notes as contemplated in this prospectus, we will receive in exchange an equal number of Old Notes ina like principal amount. The form andamount of outstanding notes, the terms of the New Noteswhich are identical in all material respects to the form andexchange notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of the Old Notes, except as otherwise described in the discussionour obligations under the heading "The Exchange Offer—Terms ofapplicable registration rights agreement. The outstanding notes that are surrendered in exchange for the Exchange Offer." Accordingly,exchange notes will be retired and cancelled and cannot be reissued. As a result, the issuance of the New Notesexchange notes will not result in any increasechange 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.capitalization.


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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 

Pre-tax income/(loss) from continuing operations (in 000s)

  254,383  284,649  314,834  207,336  (53,919) (2,278,298) (32,330) 22,899 

Less: net income/(loss) attributable to Symphony CLO V (in 000s)

          (7,416) (141,508) (23,235) 83,209 

Adjusted 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  308,605  200,124  (47,565) (2,139,075) (10,325) (61,022)

Gross interest expense (in 000s)

  
12,513
  
27,917
  
39,553
  
30,393
  
41,520
  
306,616
  
157,108
  
144,299
 

Less: interest expense associated with Symphony CLO V (in 000s)

          1,214  21,282  14,983  4,953 

Adjusted gross interest expenses (in 000s)

  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) (in 000s)

  3,548  3,951  4,474  4,523  676  5,702  2,771  2,990 

Total 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 

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

Deficiency (in 000s)

          47,565  2,139,075  10,325  61,022 

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CAPITALIZATION

        The following table sets forth our consolidated cash and cash equivalents and consolidated capitalization as of June 30, 2009. ThisDecember 31, 2013.

        You should read this table should be read in conjunctiontogether with our Annual"Summary—Summary Historical Financial Statements and QuarterlyOther Data," "Use of Proceeds," "Selected Historical Consolidated Financial Statements, including the Notes thereto, as well asand Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Description of Certain Indebtedness,"our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

        The Company has no equity interestoutstanding notes that are surrendered in Symphony CLO V. Accordingly,exchange for the following table excludesexchange notes will be retired and cancelled and cannot be reissued. As a result, the consolidated accountsissuance of Symphony CLO V.the exchange notes will not result in any change in our capitalization.

 
 As of
June 30,
2009
 
 
 (dollars in millions)
 

Cash and cash equivalents(1)(7)

 $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 
    

 
 As of
December 31,
2013 (dollars
in millions)
(unaudited)
 

Cash and cash equivalents(1)

 $324.7 
    
    

Long-term debt (including current portion):

    

Senior secured credit facility(2):

    

Revolving credit facility due 2017

 $ 

First-lien term loans due 2017

  2,561.3 

Second-lien term loans due 2019

  500.0 

5.5% senior notes due 2015(2)

  300.0 

9.125% senior notes due 2017(2)

  500.0 

9.5% senior notes due 2020(2)

  645.0 

Unamortized discount and debt issuance costs(3)

  (23.6)
    

Total debt (including current portion)(4)

  4,482.7 
    

Total Nuveen Investments shareholders' equity(4)

  452.4 
    

Total capitalization

 $4,935.1 
    
    

(1)
AsExcludes approximately $430.5 million of June 30, 2009, we had cash and cash equivalents of consolidated variable interest entities. We are required to consolidate in our financial statements (a) Symphony CLO V, Ltd., in which we hold no ownership interest, because MDP is considered the primary beneficiary of Symphony CLO V, (b) eleven additional collateralized loan and debt obligations for which Symphony acts as collateral manager and (c) certain funds managed by Gresham that qualify as variable interest entities. See Notes 1 and 3 of the notes to our consolidated financial statements for the year ended December 31, 2013 included elsewhere in this prospectus. Includes approximately $338.8 million. Approximately $52.1$38.5 million of this amount wascash and cash equivalents maintained at our broker-dealerbroker dealer subsidiary, Nuveen Investments,Securities, LLC, to address potential liquidity needs and to comply with applicable regulations. Includes approximately $14.5 million in cash and cash equivalents maintained at Gresham that is attributable to the non-controlling shareholders.

(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% seniorloans or notes, as applicable.

(6)(3)
Reflects the net unamortized discountdiscounts and debt issuance costs related tofor our senior notes.outstanding indebtedness.

(7)(4)
Excludes approximately $9.9 millionthe impact of cash of Symphony CLO V, $402.7 million of debt of Symphony CLO V and ($73.0) million of equity of noncontrolling interests associated with Symphony CLO V.consolidated variable interest entities.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA FOR NUVEEN INVESTMENTS

        The following table setstables set forth selected historical consolidated financial informationand operating data as of the dates and for the periods presented.indicated. The balance sheet and incomehistorical consolidated statement of operations data as of andpresented below for each of the periods in the five years ended December 31, 2008 has2013, 2012 and 2011 and the historical consolidated balance sheet data as of December 31, 2013 and 2012 have been derived from, and should be read together with, our Annual Financial Statementsaudited consolidated financial statements and Notesthe related notes thereto included elsewhere in this prospectus, which statements have been audited by KPMG LLP.LLP, whose report on our audited consolidated financial statements is included in this prospectus. The historical consolidated statement of operations data presented below for the years ended December 31, 2010 and 2009 and the historical consolidated balance sheet and income statement data as of and for the six-month periods ended June 30, 2008December 31, 2011, 2010 and 2009 have been derived from our Quarterly Financial Statements.audited consolidated financial statements not included in this prospectus. The historical results of operations for the six months ended June 30, 2009presented below are not necessarily indicative of the results that canto be expected for the year ending December 31, 2009.

        Our Annual Financial Statementsany future period 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 Statementsconsolidated financial statements and the Notesrelated notes thereto included elsewhere in this prospectus.

 
 For the Year Ended December 31, 
 
 2009 2010 2011 2012 2013 

Statement of Operations Data (in thousands):

                

Operating Revenues:

                

Investment advisory fees from assets under management

 $608,655 $733,518 $973,900 $991,729 $977,414 

Income from CLOs/CDOs

  11,661  13,291  19,255  33,398  50,830 

Product distribution

  16,127  20,519  20,217  21,678  20,625 

Performance fees/other revenue

  41,880  24,821  15,839  57,168  27,476 
            

Total operating revenues

  678,323  792,149  1,029,211  1,103,973  1,076,345 

Operating Expenses:

                

Compensation and benefits

  273,567  329,712  432,830  472,854  468,914 

Advertising and promotional costs

  5,898  9,030  12,881  15,134  13,643 

Intangible asset impairment

        586,715   

All other operating expenses

  248,590  270,311  303,033  344,644  279,941 
            

Total operating expenses

  528,055  609,053  748,744  1,419,347  762,498 

Other Operating—Contingent Consideration

        (29,300) 87,200 

Other Income/(Expense)

  16,540  42,445  29,975  (120,051) (96,791)

Net Interest Expense

  (306,642) (309,552) (320,416) (340,270) (283,759)

Consolidated VIEs and funds, net

  135,273  109,787  (16,472) (72,921) 11,862 

Income/(Loss) Before Taxes

  (4,561) 25,776  (26,446) (877,916) 32,359 

Income Tax Expense/(Benefit)

  (40,133) (25,733) (6,291) (240,730) (42,385)
            

Net Income/(Loss)

  35,572  51,509  (20,155) (637,186) 74,744 
            

Less: Net Income/(Loss) attributable Noncontrolling Interests               

  1,653  87,426  (7,171) (66,188) 29,516 

Net Income/(Loss) attributable to Nuveen Investments

 $33,919 $(35,917)$(12,984)$(570,998)$45,228 
            
            

Balance Sheet Data, at period end (in thousands):

                

Cash and cash equivalents(1)

 $290,085 $127,714 $212,258 $290,289 $324,717 

Total assets(1)

  6,249,049  5,992,041  6,863,251  6,263,226  6,298,190 

Total debt, including current portion(1)(2)

  3,984,831  3,694,588  4,034,366  4,419,990  4,482,668 

Total Nuveen Investments' shareholders' equity(1)

  968,121  1,005,512  980,166  396,107  452,405 

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


 
  
  
  
  
  
  
  
 
 
 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 

 
 For the Year Ended
December 31,
 
 
 2009 2010 2011 2012 2013 

Operating Data (in millions):

                

Net Assets Under Management, at period end

                

Retail Advisory

 $59,851 $85,464 $84,096 $86,469 $87,692 

Institutional

  33,618  58,022  72,665  60,707  62,229 

Structured Products

  51,327  53,316  63,335  71,379  70,583 
            

Total

 $144,796 $196,802 $220,096 $218,555 $220,504 
            
            

Net Investment Product Flows

                

Retail Advisory

 $1,473 $2,621 $255 $(2,433)$(2,305)

Institutional

  156  8,882  12,097  (16,752) (9,172)

Structured Products

  (457) 2,056  1,482  4,943  2,693 
            

Total

 $1,172 $13,559 $13,834 $(14,242)$(8,784)
            
            


 
 For the Year Ended
December 31,
 
 
 2009 2010 2011 2012 2013 

Other Financial Data (dollars in thousands):

                

Depreciation and amortization

 $85,517 $86,989 $93,332 $95,641 $69,309 

Cash interest expense(3)

  298,676  295,679  302,647  329,407  279,566 

Capital expenditures

  10,815  17,674  49,791  44,176  18,712 

Cash flow provided by (used in):

                

Operating activities

  (64,043) 28,289  180,952  60,148  145,624 

Financing activities

  (38,608) (126,197) 288,477  239,648  (66,279)

Investing activities(1)

  (58,977) (64,461) (395,170) (221,721) (45,026)

Ratio of adjusted earnings to fixed charges(4)

  NM  NM  NM  NM  0.99 

*
NM—Not
Represents fullmeaningful.

(1)
Excludes assets and liabilities of consolidated variable interest entities. We are required to consolidate in our financial statements (a) Symphony CLO V, Ltd., in which we hold no ownership interest because MDP is considered the primary beneficiary of Symphony CLO V, (b) other collateralized loan and debt obligations for which Symphony acts as collateral manager and (c) certain funds managed by Gresham. See Notes 1 and 3 of the notes to our consolidated financial statements for the year 2007ended December 31, 2013 included elsewhere in this prospectus.

(2)
Includes net remaining unamortized discount and debt issuance costs.

(3)
Excludes cash interest expense attributable to consolidated variable interest entities.

(4)
The ratio of adjusted earnings to fixed charges is computed by dividing (1) the sum of income from continuing operations before income taxes and fixed charges attributable to Nuveen Investments less net income/(loss) attributable to noncontrolling interests by (2) total fixed charges. For purposes of computing this ratio, fixed charges consist of interest expense plus the portion of rental expense deemed to represent interest. For the years ended December 31, 2009, December 31, 2010, December 31, 2011, December 31, 2012, and December 31, 2013, earnings were insufficient to cover fixed charges by $141.5 million, $86.6 million, $11.7 million, $834.9 million, and $1.9 million, respectively.

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

        You should read theThe following discussion and analysis in conjunctionprovides information which management believes is relevant to an assessment and understanding of our consolidated financial condition and results of operations. This discussion should be read together with theour consolidated financial statements and the related notes thereto included elsewhere in this prospectus. TheThis discussion contains forward-looking statements in this discussionabout our business 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.operations. Our actual results may differ materially from those contained in or implied in any forward-looking statements due tobecause of numerous risks and uncertainties, including, but not limited to, the risksthose described under "Risk Factors" and uncertainties describedelsewhere in this prospectus. See "Cautionary Note Regarding Forward-Looking Statements" below.Statements."

Description of the Business

        TheOur principal businesses of Nuveen Investments arebusiness is providing investment management and related research as well asservices to retail and institutional investors. We market a wide range of specialized investment solutions which provide investors access to the capabilities of our boutique investment management affiliates: NAM, Symphony, NWQ, Santa Barbara, Tradewinds, Winslow Capital and Gresham. We offer investment management capabilities across a diversified set of asset classes and investment strategies through our investment management affiliates, including municipal bond, investment grade, global and high-yield bond, floating-rate bank loan, preferred security, growth equity, value equity, global and international equity, equity income, core equity, equity index, quantitative and enhanced equity, asset allocation, balanced strategies, real asset and commodity. Our investment management affiliates are supported by our scaled shared services platform, through which we provide assistance in distribution, marketing, product development marketing and distributionoperations.

        We provide investment management services through the investment products that we develop, market and distribute, including mutual funds, closed-end funds, managed accounts, CLO/CDOs, commodity exchange-traded products, private funds and UCITS funds. We also provide investment management services on a direct basis or through sub-advisory relationships. Most of our investment management capabilities are offered in multiple product wrappers in order to provide customized investment solutions for investors. Although we offer a wide range of investment products and services, for the high-net-worth and institutional market segments.we operate in one business segment.

        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-worthretail and institutional investors primarily through intermediary firms,intermediaries, including national and regional broker-dealers, independent broker-dealers, commercial banks private banks, affiliates ofand trust companies, insurance providers, financial planners, accountants,companies, consultants and investment advisors. We also distribute our investment products and services directly to institutional investors, including financial institutions and other corporate clients, pension and retirement plans, governmental entities, charities, endowments, foundations and family offices.

        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 our assets under management. Assets under management will rise through sales of our investment products orand services, through increases in the value of portfolio investments. Assets under management may also increasethe investment portfolios we manage and as a result of reinvestment of distributions from funds and accounts. Assets under management may also increase as a result of an acquisition. Fee income generally will decline when our assets under management decline, as would occur when the values of fund portfolio investmentsthe investment portfolios we manage decrease or when managed account withdrawals, mutual fund redemptions and/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


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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 or fund management agreement. Distribution revenue is earned when certain fundsinvestment products 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.products and is offset by distribution expenses we incur in the form of sales commissions paid to financial intermediaries. 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,initial and secondary offerings, the size of the funds offeredofferings 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


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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.offerings.

        Sales of our investment products and services, 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. See "Risk Factors" for a description of certain factors that could materially adversely affect our business, financial condition, operating results or non-operating results.

Recent Acquisitions

Acquisition of the CompanyGresham

        On June 19, 2007, Nuveen Investments, Inc.December 31, 2011, we completed the acquisition of a 60% stake (the "Predecessor""Gresham Transaction") entered into an agreement (the "merger agreement") under which a group of private equity investors led by Madison Dearborn Partners,in both Gresham Investment Management LLC and Gresham Asset Management LLC ("MDP"Gresham") agreed. Gresham specializes in the management of diversified commodity investment portfolios using commodity futures and options. We have the option to acquire allpurchase an additional 5%, 5% and 10% of the outstanding sharesequity interests of Gresham upon the Predecessor for $65.00 per share in cash. The Boardthird, fourth and fifth anniversaries 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 BAML Capital Partners (formerly known as 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 mergedGresham Transaction, respectively.

Strategic Combination 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":

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


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        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 EventsFAF Advisors

Acquisition of Winslow Capital Management

        On December 26, 2008,31, 2010, 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 atcompleted the timeacquisition of the acquisition. The resultslong-term asset management business of Winslow Capital's operations are includedU.S. Bank National Association's FAF Advisors, including the assets of FAF Advisors used in our consolidated statement of income sinceproviding investment advisory services to the acquisition date. The aggregate purchase price was $77 million (net of cash acquired) plus certain contingent payments which may become due atlong mutual funds marketed under the end of 2011 and 2013.First American funds name (the "FAF Transaction").


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Summary of Operating Results

        The table presented below reconciles the full year ended December 31, 2007 consolidated statement of operations with the discussion ofhighlights 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.

Table of Contents

        The table below presents the highlights of our operations for the three years ended December 31, 2008, 2007 and 2006 and for the three and six months ended June 30, 2009 and 2008:2013:

 
 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)

 
 Year Ended December 31, 
 
 2013 2012 2011 
 
 (dollars in millions)
 

Net flows of investment products

 $(8,784)$(14,242)$13,834 

Assets under management(1)

  220,504  218,555  220,096 

Operating revenues

  1,076.3  1,104.0  1,029.2 

Operating expenses

  762.5  1,419.3  748.7 

Operating other—contingent consideration

  87.2  (29.3)  

Other income/(expense)

  (96.8) (120.1) 30.0 

Net interest expense

  (283.8) (340.3) (320.4)

Consolidated VIEs and funds, net

  11.9  (72.9) (16.5)

Income tax expense/(benefit)

  (42.4) (240.7) (6.3)

Noncontrolling interest net income/(loss)

  29.5  (66.2) (7.2)

Net income/(loss) attributable to Nuveen Investments

  45.2  (571.0) (13.0)

(1)
At end of the period.period end.

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 Statementsthe accompanying 2013 consolidated financial statements and related Notes includednotes.

        We present certain information below regarding our results of operations in this prospectus.

        Gross salesthree categories of investment products (which include newand services: retail advisory, institutional and structured products. Our retail advisory category represents Nuveen-sponsored open-end funds and retail managed accounts. Our institutional category represents institutional managed accounts, deposits into existing managed accountssub-advised mandates 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 municipalNuveen-sponsored UCITS funds. Our structured products category represents Nuveen-sponsored closed-end funds, (Pennsylvania Value, New York Value 2, New Jersey ValueCLO/CDOs, commodity exchange-traded products and California Value 2), raising nearly $150 millionprivate funds.

        We also present certain information regarding our assets under management in the common share offerings. Mutual fund sales were up $0.2 billion or 8% versus sales in the same quarterthree categories of the prior year. This increase was driven by an 88% increase ininvestment strategy: credit based strategies, equity based strategies, and multi-strategy and alternative assets. Our credit based strategies include national and state specific municipal bond, investment grade, global and high-yield bond, floating-rate bank loan, preferred security and other taxable fixed-income strategies. Our equity based strategies include growth equity, value equity, global and international value mutual funds, partially offset by a decline in sales of municipalequity, equity income, core equity and fixed income funds. Retail managed account sales increased $0.5 billion or 22% for the period, drivenequity index strategies. Our multi-strategy and alternative assets strategies include quantitative and enhanced equity, asset allocation, balanced strategies, real asset and commodity strategies.


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Assets Under Management

        The following table provides information regarding the composition of our assets under management for the three years ended December 31, 2013:

 
 Year Ended
December 31,
 
 
 2013 2012 2011 
 
 (dollars in millions)
 

Product

          

Retail Advisory

 $87,692 $86,469 $84,096 

Institutional

  62,229  60,707  72,665 

Structured Products

  70,583  71,379  63,335 
        

Total

 $220,504 $218,555 $220,096 
        
        


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

 
 Year Ended
December 31,
 
 
 2013 2012 2011 
 
 (dollars in millions)
 

Strategy

          

Credit Based Strategies

 $118,536 $120,910 $104,037 

Equity Based Strategies

  77,099  72,474  95,817 

Multi-Strategy and Alternative Assets

  24,869  25,171  20,242 
        

Total

 $220,504 $218,555 $220,096 
        
        

        Changes in the second quarterlevel of our assets under management are primarily a result of two factors: (1) the market value of the prior year, primarilyassets held in the investment portfolios we manage; and (2) our investment product net flows, which represents sales/reinvestments (inflows) minus redemptions (outflows).

        Changes in asset mix across both product and strategy have a direct impact on our operating income. Asset mix impacts total revenue due to the acquisitiondifferences in fee rates earned on each product and strategy. Equity based strategy and multi-strategy and alternative asset products generally have higher management fee rates than credit based strategy products. Likewise, fee rates on structured products are generally higher than fee rates on retail advisory and institutional products.

        The following table provides information regarding our assets under management as a percent of Winslow Capital, which drove a $0.6 billion increase in salestotal assets for the quarter. Partially offsetting this increase were declines in domestic value account alternative investment account sales.three years ended December 31, 2013:

 
 Year Ended
December 31,
 
 
 2013 2012 2011 

Product

          

Retail Advisory

  39.8% 39.5% 38.2%

Institutional

  28.2% 27.8% 33.0%

Structured Products

  32.0% 32.7% 28.8%


 
 Year Ended
December 31,
 
 
 2013 2012 2011 

Strategy

          

Credit Based Strategies

  53.7% 55.3% 47.3%

Equity Based Strategies

  35.0% 33.2% 43.5%

Multi-Strategy and Alternative Assets

  11.3% 11.5% 9.2%

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        Gross salesOur asset mix by product remained relatively stable during 2013. Within both retail advisory and institutional products, net outflows 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 salesmarket appreciation, while within structured products, net inflows were up $1.0 billion or 27%, drivenoffset 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.market depreciation. As a result, total asset levels remained relatively flat year over year. During 2012, we experienced a shift in our asset mix by product, away from institutional and into both retail advisory and structured products. This shift was largely the result of market conditions, there were no new closed-end fund offerings duringsignificant net outflows experienced on our institutional global equity products following the year. This compares unfavorably todeparture in March 2012 of 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 productCo-President 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 salesChief Investment Officer of our international value equity and municipal funds, partially offsetsubsidiary, Tradewinds.

        During the first six months of 2013, our asset mix 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 mainlystrategy shifted toward credit based strategies as a result of accelerated salesnet outflows in our equity based strategies and strong demand for municipal and fixed income products. This shift was reversed in the priorlast six months of 2013, primarily as a result of strong equity market appreciation and outflows on municipal bond products. As a result, our asset mix by strategy at December 31, 2013 was fairly unchanged from the beginning of the year, aswith only a slight shift from credit based strategies to equity based strategies. During 2012, we closed our Tradewinds International Value strategy to new investorsexperienced a significant shift in the second quartercomposition of our assets by strategy away from equity based and into credit based strategies, driven largely by outflows on our global equity products following the departure in March 2012 of the prior year. Institutional managed account sales increased 12%Co-President and Chief Investment Officer of Tradewinds.

Net Flows

        The following table provides information regarding the composition of our net flows for the year. Despitethree years ended December 31, 2013:

 
 Year Ended
December 31,
 
 
 2013 2012 2011 
 
 (dollars in millions)
 

Product

          

Retail Advisory

 $(2,305)$(2,433)$255 

Institutional

  (9,172) (16,752) 12,097 

Structured Products

  2,693  4,943  1,482 
        

Total

 $(8,784)$(14,242)$13,834 
        
        

Strategy

          

Credit Based Strategies

 $4,003 $10,760 $1,186 

Equity Based Strategies

  (13,794) (29,105) 12,835 

Multi-Strategy and Alternative Assets

  1,007  4,103  (187)
        

Total

 $(8,784)$(14,242)$13,834 
        
        

        For the year ended December 31, 2013, we experienced net outflows of $8.8 billion, a difficult market environment, we raised approximatelyyear-over-year improvement of $5.4 billion, when compared to $14.2 billion of net outflows during 2012. Structured product net inflows of $2.7 billion were driven by $1.7 billion throughof closed-end fund and $1.0 billion of CLO/CDO net inflows. Net inflows into structured products were more than offset by net outflows in our retail advisory and institutional products. Institutional product net outflows of $9.2 billion were the offeringresult of three CLOs (Collateralized Loan Obligations) investing in senior bank loans$11.5 billion of net outflows on equity based strategies, offset by $1.3 billion of net inflows on credit based strategies and one CDO (Collateralized Debt Obligation).$1.0 billion of net inflows on our multi-strategy and alternative asset strategies. Outflows on our retail advisory products of $2.3 billion were driven mainly by outflows on our equity based strategies as a result of management changes at Winslow and continued outflows as a result of the management changes at Tradewinds.


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        Net flows of investment products forFor the years endingyear ended 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,2012, 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$14.2 billion, in salesa year-over-year decline 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$28.1 billion, when compared to the prior year$13.8 billion of net inflows during 2011. As mentioned previously, this was largely due to new offeringsthe departure of the Co-President and Chief Investment Officer of Tradewinds. Partially offsetting the equity based strategy outflows, was a significant increase in 2007. Mutual fundflows in our municipal credit based strategies, predominantly on our retail advisory products. Within the multi-strategy and alternative assets category, commodity strategy flows accounted for $2.9 billion of the $4.3 billion increase in net flows were down $2.0year-over-year. Approximately $1.9 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 netcommodity strategy flows were down $11.2in institutional products while the remaining $1.0 billion behind the closing to new investors of our Tradewinds International Value strategywere in 2006structured products.


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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.

        Theshows the components of the change in our assets under management were as follows:by product during the three years ended December 31, 2013:

 
 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 
                

 
 Year Ended December 31, 
 
 2013 2012 2011 
 
 (dollars in millions)
 

Retail Advisory

          

Beginning Assets Under Management

 $86,469 $84,096 $85,464 

Gross Sales/Reinvestments

  27,769  26,768  26,257 

Reallocation of Assets

  304  (44) 139 

Redemptions

  (30,378) (29,157) (26,141)
        

Net Flows

  (2,305) (2,433) 255 

Acquisitions

       

Appreciation/(Depreciation)

  3,528  4,806  (1,623)
        

Ending Assets Under Management

 $87,692 $86,469 $84,096 
        

Institutional

          

Beginning Assets Under Management

 $60,707 $72,665 $58,022 

Gross Sales/Reinvestments

  11,048  13,842  26,391 

Reallocation of Assets

  (304) 412  (139)

Redemptions

  (19,916) (31,006) (14,155)
        

Net Flows

  (9,172) (16,752) 12,097 

Acquisitions

      5,373 

Appreciation/(Depreciation)

  10,694  4,794  (2,827)
        

Ending Assets Under Management

 $62,229 $60,707 $72,665 
        

Structured Products

          

Beginning Assets Under Management

 $71,379 $63,335 $53,316 

Gross Sales/Reinvestments

  5,496  6,663  2,396 

Reallocation of Assets

    (368)  

Redemptions

  (2,803) (1,352) (914)
        

Net Flows

  2,693  4,943  1,482 

Acquisitions

      7,429 

Appreciation/(Depreciation)

  (3,489) 3,101  1,108 
        

Ending Assets Under Management

 $70,583 $71,379 $63,335 
        

Total

          

Beginning Assets Under Management

 $218,555 $220,096 $196,802 

Gross Sales/Reinvestments

  44,313  47,273  55,044 

Reallocation of Assets

       

Redemptions

  (53,097) (61,515) (41,210)
        

Net Flows

  (8,784) (14,242) 13,834 

Acquisitions

      12,802 

Appreciation/(Depreciation)

  10,733  12,701  (3,342)
        

Ending Assets Under Management

 $220,504 $218,555 $220,096 
        

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        AssetsThe following table shows the components of the change in our assets under management were up $12.5 billionby strategy during the three-month periodthree years ended June 30, 2009 as a resultDecember 31, 2013:

 
 Year Ended December 31, 
 
 2013 2012 2011 
 
 (dollars in millions)
 

Credit Based Strategies

          

Beginning Assets Under Management

 $120,910 $104,037 $98,356 

Gross Sales/Reinvestments

  24,954  22,432  14,388 

Reallocation of Assets

    404   

Redemptions

  (20,951) (12,076) (13,202)
        

Net Flows

  4,003  10,760  1,186 

Acquisitions

       

Appreciation/(Depreciation)

  (6,377) 6,113  4,495 
        

Ending Assets Under Management

 $118,536 $120,910 $104,037 
        

Equity Based Strategies

          

Beginning Assets Under Management

 $72,474 $95,817 $90,907 

Gross Sales/Reinvestments

  12,873  17,512  38,479 

Reallocation of Assets

  (17) (1,020)  

Redemptions

  (26,650) (45,597) (25,644)
        

Net Flows

  (13,794) (29,105) 12,835 

Acquisitions

       

Appreciation/(Depreciation)

  18,419  5,762  (7,925)
        

Ending Assets Under Management

 $77,099 $72,474 $95,817 
        

Multi-Strategy and Alternative Assets

          

Beginning Assets Under Management

 $25,171 $20,242 $7,539 

Gross Sales/Reinvestments

  6,486  7,329  2,178 

Reallocation of Assets

  17  616   

Redemptions

  (5,496) (3,842) (2,365)
        

Net Flows

  1,007  4,103  (187)

Acquisitions

      12,802 

Appreciation/(Depreciation)

  (1,309) 826  88 
        

Ending Assets Under Management

 $24,869 $25,171 $20,242 
        

Total

          

Beginning Assets Under Management

 $218,555 $220,096 $196,802 

Gross Sales/Reinvestments

  44,313  47,273  55,045 

Reallocation of Assets

       

Redemptions

  (53,097) (61,515) (41,211)
        

Net Flows

  (8,784) (14,242) 13,834 

Acquisitions

      12,802 

Appreciation/(Depreciation)

  10,733  12,701  (3,342)
        

Ending Assets Under Management

 $220,504 $218,555 $220,096 
        

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Investment Advisory Fees

        The following table shows investment advisory fee revenue, net inflowsof sub-advisory fees, fee waivers and significant market appreciationexpense reimbursements, for the period. Market movementthree years ended December 31, 2013:

 
 Year Ended December 31, 
 
 2013 2012 2011 
 
 (dollars in thousands)
 

Retail Advisory

 $390,278 $382,157 $405,360 

Institutional

  210,758  254,085  260,247 

Structured Products

  376,378  355,487  308,293 
        

Total

 $977,414 $991,729 $973,900 
        
        

        Advisory fees of $977.4 million for the year ended December 31, 2013 were fairly consistent with the $991.7 million in advisory fees in 2012. Advisory fees on retail advisory products increased 2%. While assets under management on institutional products increased approximately 3% during the periodyear, advisory fees on these same products declined 17% year over year. This decline was comprisedlargely driven by the carry over impact 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 billionthe net outflows in institutional products we experienced in 2012. Advisory fees on structured products increased 6% for the six-month period ended June 30, 2009 asyear, despite 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%slight decline in assets under management on these products. This was largely the result of the carryover impact of the net inflows in 2008. Closed-end fund assets decreased $12.5 billion,structured products we experienced in 2012.

        Advisory fees of $991.7 million for the year ended December 31, 2012 increased $17.8 million, or 2%, from 2011. Advisory fees declined on retail advisory products as a result of $10.1 billion in market depreciation and $2.4 billionthe overall decline in net outflows. The net outflows wereassets experienced during the year. Structured products advisory fees increased as a result of severalan increase in assets under management. Institutional and structured products advisory fees were favorably impacted by the inclusion of Gresham advisory fees in 2012.

Income from CLOs/CDOs

        Income from consolidated CLOs/CDOs represents the retained income earned by Nuveen Investments in connection with the consolidated CLOs/CDOs attributed to the collateral management agreement with the CLOs/CDOs.

 
 Year Ended December 31, 
 
 2013 2012 2011 
 
 (dollars in thousands)
 

Advisory based income

 $27,513 $21,668 $16,008 

Performance based/other income

  23,317  11,730  3,247 
        

Total

 $50,830 $33,398 $19,255 
        
        

        Income from CLOs/CDOs increased $17.4 million during the year ended December 31, 2013 compared to the prior year primarily as a result of higher performance based income.


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funds reducing leverageProduct Distribution Revenue

        The following table shows product distribution revenue for the three years ended December 31, 2013:

 
 Year Ended December 31, 
 
 2013 2012 2011 
 
 (dollars in thousands)
 

Retail Advisory

 $19,859 $19,287 $19,528 

Structured Products

  766  2,391  689 
        

Total

 $20,625 $21,678 $20,217 
        
        

        For the year ended December 31, 2013, product distribution revenue declined $1.1 million, or 5%, from 2012. This decline was the result of a decline in order to stay within internal operating leverage ratio bands. Mutual fund assetsunderwriting revenue earned on structured products. Underwriting revenue 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 shownreduction 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 feesnumber and size 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-endclosed-end fund offerings during 2013, when compared to 2012. Distribution revenue on retail 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 fundsproducts increased 24%, managed account fees increased 20%, and fees on


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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 declineincrease in ARPS outstanding duemutual fund sales.

        For the year ended December 31, 2012, product distribution revenue increased $1.5 million, or 7%, from 2011. This increase was mainly attributable to higher closed-end fund underwriting revenue, which resulted from an increase in the redemptionnumber of these shares.closed-end fund offerings during 2012. Mutual fund distribution revenue declined $0.6$0.2 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 offor the four state closed-end fund offerings during the 2009 period.

        For the six-month periodyear 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 byDecember 31, 2012 despite 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.2012. Mutual fund distribution revenue increased $0.7 million, due mainlydeclined as a result of our decision to an increase inno longer offer the B-share mutual fund sales. MuniPreferred® and FundPreferred® fees declined $0.5 million for the year. Thisshare class. There is a corresponding decline is duein distribution expense (included in operating expenses) on B-shares related to a decreasethis decline in shares traded by non-participating brokers who access auctions through our trading desk.revenue.

Performance Fees/Other Revenue

        Performance fees/other revenue consistconsists of performance fees earned on institutional and private fund assets managed, consulting revenue, and variousmodel/research fees.

        Performance fees/other revenue for 2013 were $27.5 million, a decline of $29.7 million from the $57.2 million earned in 2012. This decline was mainly attributable to a decline in performance fees earned on commodity based private funds and managed accounts managed by Gresham.

        Performance fees/other revenue for 2012 were $57.2 million, an increase of $41.3 million from 2011. Included in connection with services provided2012 performance fees/other revenue are $40.8 million of performance fees from Gresham, which was acquired on behalfDecember 31, 2011. Not including Gresham, 2012 performance fees/other revenue increased $0.6 million, or 4%, from 2011, mainly as a result of our defined portfolio assets under surveillancean increase in our unit investment trusts. We discontinued offering unit investment trustfees on alternative products in 2002.managed by Symphony.


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        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

        OperatingThe following table shows operating expenses for the three 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:2013:

 
 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 
                

 
 Year Ended December 31, 
 
 2013 2012 2011 
 
 (dollars in thousands)
 

Compensation and Benefits

 $468,914 $472,854 $432,830 

Severance

  21,309  23,075  4,520 

Advertising and Promotional Costs

  13,643  15,134  12,881 

Occupancy and Equipment Costs

  49,477  44,418  45,392 

Amortization of Intangible Assets

  39,912  69,271  72,316 

Travel and Entertainment

  17,845  19,288  16,965 

Distribution Expense

  57,398  55,841  50,893 

Outside and Professional Services

  52,329  60,750  67,745 

Intangible Asset Impairment

    586,715   

Other Operating Expenses

  41,671  72,001  45,202 
        

Total

 $762,498 $1,419,347 $748,744 
        
        

Compensation and Benefits

        During 2013, compensation and related benefits declined $3.9 million, or 1%. This decline was due mainly to reductions in compensation expense as a result of reductions late in 2012 and during 2013.

        During 2012, compensation and related benefits increased $40.0 million, or 9%. This increase was largely the result of headcount additions and increased compensation expense relating to the Gresham Transaction. Compensation and related benefits decreased $27.6 millionexpense for 2012 also increased as a result of the creation of new long-term incentive programs during the three-month period ended June 30, 2009 relative toyear.

Severance

        Severance expense in both 2013 and 2012 was the same periodresult of the prior yearinternal restructurings.

Advertising and $35.2Promotional Costs

        During 2013, advertising and promotional costs declined $1.5 million, for the six-month period ended June 30, 2009,or 10%, mainly as a result of a reductiondecline in incentive compensationadvertising spending.

        During 2012, advertising and promotional costs increased $2.3 million, or 18%, mainly as a result of increased advertising and promotional costs following the Gresham Transaction.

Occupancy and Equipment Costs

        During 2013, occupancy and equipment costs increased $5.1 million primarily as a result of a $3.1 million increase in the amortization of computer software. The remaining cause of increased occupancy and equipment costs relates to gains/losses on subleased space, space attributable to a portion of our leased space in Los Angeles, California. During 2012, we recorded a $1.0 million expense reduction when space that had previously been vacated was subleased. This resulted in a year-over-year increase in expense of $2.8 million. These increases were partially offset by a decline in repairs and maintenance.

        During 2012, occupancy and equipment costs declined $1.0 million. This overall decline is the net result of a $7.0 million improvement in earningsgain/loss on the disposal of leaseholds and fixed assets, offset by a $5.4 million increase in depreciation and a reduction$0.5 million increase in staffing levels.

        Compensationrent 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 ofelectricity. During


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headcount increases made2011, we recorded a $5.9 million loss attributable to the closing of a portion of our leased space in 2007. Headcount for the Company asLos Angeles, California. During 2012, we recorded a partial recovery of that loss when a portion of the end of the yearspace was down versus end of year 2007; however, the reduction in headcount was made latesub-leased. This resulted in the year and therefore did not have a significant impact on base compensation for 2008. Non-cash compensation declined significantly$7.0 million year-over-year improvement. The increase in 2008 asdepreciation expense is the result of additional expense recorded in 2007capital spending related to integration activities following the accelerated vestingFAF Transaction. This integration was performed over a span 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 declineapproximately two years. The increase in earnings.

        Compensationrent and related benefits expense increased $104.1 million during 2007. Approximately $43.5 million of the increase waselectricity is the result of increased expense following 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.Gresham Transaction.

Amortization of Intangible Assets

        Amortization ofexpense for 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 $49.7declined $29.4 million during 2008 as a direct2013. This decline was the result of the increase in$586.7 million impairment charge taken during the second quarter of 2012. The impairment charge lowered amortizable intangible assets and correspondingly decreased amortization expense.

        During 2012, amortization expense for intangible assets declined $3.0 million. This decline primarily was the combined result of our recording $23.2 million of amortization expense during 2012 for intangible assets resulting from the Gresham Transaction, offset by a $26.2 million decline in amortization expense resulting from the $586.7 million impairment charge on intangible assets taken during the second quarter of 2012.

Travel and Entertainment

        During 2013, travel and entertainment expenses declined $1.4 million, primarily as a result of the MDP Transactions.reductions in travel related to integration activities and a reduction in internal meeting expense due to timing of our national sales meetings.

        Amortization of intangible assetsDuring 2012, travel and entertainment expenses increased $6.7$2.3 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, 2009primarily as a result of increased expense following the Winslow Capital acquisitionGresham Transaction.

Distribution Expense

        During 2013, distribution costs increased $1.6 million, or 3%, mainly as well asa result of an increase in depreciation expense.mutual fund assets.

        During 2012, distribution costs increased $4.9 million, or 10%, mainly as a result of an increase in mutual fund assets.

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, 2009During 2013, outside and professional services expense increased $0.1declined $8.4 million, as a result of non-recurringor 14%. This decrease was driven by declines in legal fees.fees, consulting fees and fees paid to outside service providers.

        OutsideDuring 2012, outside and professional services expense increased $7.6declined $7.0 million, during 2008 primarily due to increasesor 10%. This decrease was driven by non-recurring consulting and legal fees incurred in electronic information and information technology expenses asthe prior year.

Intangible Asset Impairment

        As a result of investmentsoutflows in upgrading our operational platformassets under management during the first half of 2012, we identified $586.7 million of non-cash intangible asset impairment as of June 30, 2012. The impairment was the result of goodwill and as we continueintangible asset valuation reviews triggered by outflows in our managed account reporting unit. For additional information, refer to provide our investmentNote 1, "Basis of Presentation and research teams with more toolsSummary of Significant Accounting Policies—Goodwill and Intangibles: 2012 Impairment" to better manage their portfolios.the accompanying December 31, 2013 consolidated financial statements.


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        OutsideAll Other Operating Expenses

        During 2013, all other operating expenses, including structuring fees, recruiting, fund organization costs, trade errors and professional services expenseother expenses, declined $30.3 million. Approximately $28.7 million of the decline was due to declines in structuring and syndication fees on new closed-end fund offerings.

        During 2012, all other operating expenses, including structuring fees, recruiting, fund organization costs, trade errors and other expenses, increased $6.7$26.8 million. Approximately $26.3 million during 2007 (excludingof 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.increased structuring and syndication fees on new closed-end fund offerings.

Operating Other: Contingent Consideration

        As a resultContingent consideration represents changes in the estimated value of the Gresham contingent consideration. During 2013, we recorded a gain of $87.2 million. During 2012, we recorded expense of $29.3 million. The decline in the fair market value of the contingent consideration during 2013 was due mainly to the recent steep global economic decline that first beganin the commodity markets and subsequently lower assets under management, as well as a decline in performance fees. This resulted in lower Gresham EBITDA, upon which the contingent consideration is based, relative to the projections 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.prior year.

Other Income/(Expense)

        Other income/(expense) includes realized gains and losses on investments, transaction costs, loss on debt transactions 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 three years ended December 31, 2008, 2007 and 2006 and the three and six months ended June 30, 2009 and 2008:2013:

 
 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)
                

 
 Year Ended December 31, 
 
 2013 2012 2011 
 
 (dollars in thousands)
 

Gains/(Losses) on Investments

 $7,605 $22,583 $35,620 

Transaction Costs

  (261) 890  (8,535)

Loss on Debt Transactions

  (103,726) (143,274)  

Miscellaneous Income/(Expense)

  (409) (250) 2,890 
        

Total

 $(96,791)$(120,051)$29,975 
        
        

        Included in gains/(losses) on investments is $58.1Other income/(expense) increased $23.3 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 alsoduring 2013, primarily as a result of lower losses on debt transactions, which were partially offset by lower gains on investments. Gains on investments during 2013 resulted from realized gains on our seed capital investments. During 2012, gains on investments also included $17.4 million of gains resulting from the consolidationchange in fair value of Symphony CLO V for the three-month period ended June 30, 2009. This $0.5 million is reflectedinterest rate swaps terminated in miscellaneous income/(expense). Also included in miscellaneous income/(expense)November 2012. Included in the three-month period ended June 30, 2009 is $3.1loss on debt transactions for 2013 are $35.6 million in call premiums that we paid in connection with the refinancing of unrealized mark-to-market gains on derivative transactions entered into asloans under our senior secured credit facility and a result$68.0 million write-off of the Transactions. Partially offsetting this gain is $0.3 million of Transactions-related fees. For additional information, please referremaining unamortized discount and debt issuance costs related to "Capitalsuch loans. These debt transactions are discussed further in "—Capital Resources, Liquidity and Financial Condition—Equity"Debt" below.

        During 2012, other income/(expense) declined $150.0 million, primarily driven by the $143.3 million loss we recorded for the debt transactions further discussed in "—Capital Resources, Liquidity and Financial Condition—Debt" below. Included in gains/(losses) on investments in 2008 is a $46.8the $143.3 million non-cash unrealized mark-to-market loss on derivativedebt transactions entered intoare a $30.0 million call premium and $52.5 million of accelerated expense related to the then-remaining unamortized costs associated with the February 29, 2012 debt transactions, as a result of the Transactions. Also included in gains/(losses) on investments is $148.8well as $39.1 million in non-cash losses on Symphony CLO V (see also "Net (Income)/Loss Due to Noncontrolling interest" below). In additiontender premium, $3.7 million in call premium, consent fees and amendment fees, and $17.6 million of accelerated expense relating 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.then-remaining unamortized costs associated with


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the September 19, 2012 debt transactions. Gains on investments declined $13.0 million, due to a combination of $4.6 million in lower unrealized gains from the change in fair value of our debt derivatives, and $12.6 million in lower gains on our seed capital investments, offset by $3.8 million in higher gains related to the change in estimated fair value of our ownership position in CLO/CDOs managed by one of our subsidiaries, Symphony Asset Management, and $0.4 million of higher capital gain distributions from our seed capital investments.

Net Income/Loss Due to Noncontrolling InterestConsolidated VIEs and Funds, net

        Symphony CLO V is a noncontrolling interest. See Note 12, "Consolidated Funds—Symphony CLO V,"Consolidated VIEs and Funds, net represents income/(loss) from variable interest entities and funds required to our Annual Financial Statements. We have no equity interest in this CLO investment vehicle and all gains and losses recorded inbe consolidated into our financial statements are attributable to other investors.statements. 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 additionalfurther information, on these noncontrolling interests, please refer to "Capital Resources, Liquidity and Financial Condition—Equity" below.Note 3, "Consolidated Variable Interest Entities," in the accompanying consolidated financial statements.

Net Interest Expense

        The following is a summary of net interest expense for the three years ended December 31, 2008, 2007 and 2006 and for the three and six months ended June 30, 2009 and 2008:2013:

 
 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)
                

 
 Year Ended December 31, 
 
 2013 2012 2011 
 
 (dollars in thousands)
 

Dividends and Interest Income

 $5,885 $5,290 $3,684 

Interest Expense

  (289,644) (345,560) (324,100)
        

Total

 $(283,759)$(340,270)$(320,416)
        
        

        For the three-month and six-month periods ended June 30, 2009, netNet interest expense declined $7.7$56.5 million and $11.7 million, respectively, whenin 2013 compared to 2012. This decline is due mainly to the same periodsroll-off of certain interest rate hedges in the prior year. The main driverfourth quarter of this decrease2012, as well as the re-pricing of loans under our senior secured credit facility in February and April 2013. This decline was a reductionpartially offset by an increase 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 compareddue to the same periodsan increase in the prior year.

        Included in dividendoverall level of outstanding debt resulting from our September 2012 debt transactions. Refer to "—Capital Resources, Liquidity and interest revenueFinancial Condition—Debt" heading below 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.additional information.

        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$19.9 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 is2012 compared to 2011, mainly the result of the new debt put in place in connection with the MDP Transactions.


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.


        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



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.


     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).



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 applicationhigher interest expense, which was caused by a higher level 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 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.


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.outstanding debt.

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 facilitiesfacility and long-termsenior unsecured 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 portionfollowing table presents selected significant components 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 feestatement of 7% ofcash flows for the principal amount of these new term loans was paid ratably to the new lenders. Theyears ended December 31, 2013, 2012 and 2011:

 
 Year Ended December 31, 
 
 2013 2012 2011 
 
 Dollars in thousands
 

Cash provided by operating activities

 $145,624 $60,148 $180,952 

Cash provided by/(used for) financing activities

  (66,279) 239,648  288,477 

Cash used in investing activities(1)

  (45,026) (221,721) (395,170)

(1)
Excludes net proceedschange in cash 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 mutualconsolidated VIEs and 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 FacilitiesCash from operating activities

        In connection withCash flows from operating activities primarily include the MDP Transactions, we entered into senior secured credit facilities, consistingreceipt of investment advisory fees, performance fees and distribution fees offset by the payment of operating expenses incurred in the normal course of business, including the effect of cash payments related to year-end incentive compensation.

        Cash provided by operating activities for the year ended December 31, 2013 was $145.6 million, an increase of $85.5 million from the $60.1 million in 2012. The increase was primarily the result of a $2.3 billion term loan facility and a $250$49.8 million revolving credit facility. Atreduction in cash interest expense as the result of debt refinancing. In addition, during 2012, $39.1 million in liabilities accrued at the time of the Transactions, we borrowedGresham closing were paid, reducing cash flow from operating activities in 2012.

        Cash provided by operating activities for the full $2.3 billion term loan facility.year ended December 31, 2012 were $60.1 million, a decline of $120.9 million from $181.0 million in 2011. The amounts borrowed underdecline is primarily the term loan facility were used as partresult of the financing that was used to consummate the Transactions. During November 2008, we drew down the full $250a decline of $39.1 million revolving credit facility due to concerns over counterparty riskin accrued liabilities at Gresham, a $66.9 million increase as a result of the severely deteriorating global credit market conditions. The $250 milliontiming of incentive compensation payments as well as an increase in proceeds from the revolving credit facility are included in the $349 millioncash interest expense 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 were required to make quarterly payments under the term loan facility in the amount of approximately $5.8$26.6 million. We used a portion of the Additional Term Loans to prepay these quarterly payments. 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."

NotesCash from financing activities

        AlsoCash flows from financing activities reflect distributions to non-controlling interests, the purchase of non-controlling interests in our investment affiliates and proceeds and payments associated with our debt.

        Cash outflows from financing activities for the year ended December 31, 2013 were $66.3 million driven mainly by $49.1 million in payments related to the refinancing of our debt. This amount compares unfavorably to cash from financing activities for the year ended December 31, 2012, during which we raised $239.6 million, primarily from the issuance of new debt.

        Cash inflows from financing activities for the year ended December 31, 2012 were $239.6 million and included $226.3 million of net proceeds from loans and notes payable. This compares unfavorably to the $288.5 million provided by financing activities in 2011, which primarily consisted of proceeds from loans payable used to finance the Gresham transaction.

Cash used in investing activities

        Cash flows from investing activities consist primarily of the purchase of equipment and leasehold improvements and cash paid in acquisitions and seed capital investments that we make in connection with the Transactions, we issued $785development of new investment products.

        Cash outflows from investing activities, excluding the impact of consolidated VIEs, for the year ended December 31, 2013 were $45.0 million and primarily included $18.7 million for the purchase of the Old Notes. The Old Notesproperty 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



received approximately $758.9equipment, $35.1 million in funding for our mutual fund incentive program, offset by $7.2 million in net proceeds from the issuancesale 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.investment securities.

        Obligations underCash outflows from investing activities, excluding the Notes are guaranteed by Parent and eachimpact 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 incomeVIEs, for the year ended December 31, 2008.2012 were $177.3 million and consisted primarily of $157.2 million in additional consideration paid related to the Winslow acquisition, $44.2 million for the purchase of property and equipment, $15.0 million in funding for our mutual fund incentive program and $6.4 million in net purchases of investment securities.


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Liquidity

        DuringThe Company manages its financial condition and funding to maintain appropriate liquidity for the first three months of 2009, we repurchased $9.5business. Capital resources at December 31, 2013 and 2012 were as follows:

 
 Year Ended
December 31,
 
 
 2013 2012 
 
 Dollars in thousands
 

Cash and cash equivalents(1)

 $324,717 $290,289 

Credit Facility—undrawn

  190,000  190,000 
      

Total Liquidity

 $514,717 $480,289 

(1)
Does not include cash and cash equivalents held by consolidated VIEs as the Company cannot access such cash to use in its operating activities

        Total liquidity increased $34.4 million (par value)during the year ended December 31, 2013 primarily reflecting positive operating cash flows, partially offset by debt refinancing costs and the funding 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 Liquiditylong-term mutual fund incentive program.

        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.September 2015. 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, ourOur senior secured credit facilities includefacility includes a financial maintenance covenant requiring us to maintain a maximum ratio of seniornet first lien secured indebtedness to adjusted EBITDA. As of June 30, 2009,EBITDA (as defined in the credit agreement). Refer to "—Capital Resources, Liquidity and Financial Condition—Senior Secured Credit Facility—Covenants" heading below. At December 31, 2013, this maximum ratio was 6.00:5.75:1.00. As of June 30, 2009,At December 31, 2013, we were in compliance with this covenant, as our actual ratio of seniornet first lien secured indebtedness to adjusted EBITDA was 5.58:4.56:1.00 based on $2,142$2,247 million of seniornet first lien 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$492.4 million. In addition, as of June 30, 2009,December 31, 2013, we were in compliance with all other covenants and other restrictions underin our debt agreements.

Debt

        In 2007, a group of private equity investors led by MDP acquired all of our outstanding capital stock. As a result of that transaction and the related financing transactions (collectively, the "MDP Transactions"), we significantly increased our level of debt. At December 31, 2013, we had approximately $4.5 billion in aggregate principal amount of indebtedness outstanding and had limited additional borrowing capacity.

        We have four types of debt obligations: (1) first-lien term loans; (2) second-lien term loans; (3) first-lien revolving credit facility; and (4) senior unsecured notes. Each is discussed in detail below.


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Senior Secured Credit Facility

Overview

        In connection with the MDP Transactions, we entered into a senior secured credit facility, consisting of a $2.3 billion first-lien term loan facility and a $250 million first-lien revolving credit facility (the "Original Revolving Credit Facility"). At the time of the MDP Transactions, we borrowed the full amount available under the $2.3 billion first-lien term loan facility (the "Original Term Loans"). We used the proceeds from this borrowing to finance part of the MDP Transactions.

        On December 31, 2010, we amended our senior secured credit facility pursuant to which, among other things, we: extended the final maturity of $171.0 million of commitments under the Original Revolving Credit Facility from November 13, 2013 to November 13, 2015 (the "Extended Revolving Credit Facility"), subject to certain springing maturity terms; extended the final maturity of $1.0 billion of Original Term Loans from November 13, 2014 to May 13, 2017 (the "Extended Term Loans"), subject to certain springing maturity terms; and converted $57.0 million of then-outstanding borrowings under our Original Revolving Credit Facility into additional Extended Term Loans.

        On December 30, 2011, we obtained an additional $280.0 million in first-lien term loans (the "Incremental Term Loans") under our senior secured credit facility. All proceeds of the Incremental Term Loans were used to pay a portion of the cash consideration for the acquisition of a controlling interest in Gresham.

        On February 29, 2012, we extended an additional $789.3 million of Original Term Loans into additional Extended Term Loans. On the same date, we refinanced $500.0 million of second-lien term loans that we had obtained under our senior secured credit facility in July and August of 2009 (the "Original Second-Lien Term Loans") by obtaining $500.0 million of new second-lien term loans under our senior secured credit facility (the "New Second-Lien Term Loans"). Proceeds from the Original Second-Lien Term Loans were used to pay down a portion of our first-lien term loans. Proceeds from the New Second-Lien Term Loans were used to repay the $500.0 million of Original Second-Lien Term Loans.

        On September 19, 2012, we amended our senior secured credit facility pursuant to which, among other things, we:

    obtained an additional $365.9 million in first-lien term loans having a final maturity of May 13, 2017 (the "New First-Lien Term Loans"), subject to the springing maturity date described under "—Maturity";

    used a portion of the proceeds from the New First-Lien Term Loans to repay $228.8 million of the $297.9 million of outstanding Original Term Loans along with related fees and expenses;

    extended the final maturity of the remaining $69.1 million of outstanding Original Term Loans from November 13, 2014 to May 13, 2017, subject to the springing maturity date described under "—Maturity";

    used a portion of the proceeds from the New First-Lien Term Loans to repay the $13.9 million outstanding under the Original Revolving Credit Facility and the $108.1 million outstanding under the Extended Revolving Credit Facility, along with related fees and expenses; and

    obtained a new $190.0 million first-lien revolving credit facility (the "New Revolving Credit Facility") having a final maturity of February 12, 2017, subject to the springing maturity date described under "—Maturity," which replaced both the Original Revolving Credit Facility and the Extended Revolving Credit Facility (the "Old Revolving Credit Facilities").

        After giving effect to the September 19, 2012 amendment, both the Original Term Loans that were extended, and the New First-Lien Term Loans that were obtained in connection with such amendment,


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had the same terms as the Extended Term Loans and, as a result, the term "Extended Term Loans" includes the extended Original Term Loans and the New First-Lien Term Loans for all purposes herein for any period after September 19, 2012. In addition, as a result of the September 19, 2012 amendment, all of our first-lien term loans, including the Incremental Term Loans, had a final maturity date of May 13, 2017, subject to the springing maturity date described under "—Maturity."

        Effective February 28, 2013, we amended our senior secured credit facility pursuant to which we reduced the interest rate spread applicable to all of the outstanding Extended Term Loans and Incremental Term Loans and all of the outstanding commitments under the New Revolving Credit Facility. In addition, as a result of the February 28, 2013 amendment, we converted the outstanding Extended Term Loans and Incremental Term Loans into a single tranche of outstanding term loans under our first-lien term loan facility (the "Tranche A First-Lien Term Loans").

        Effective April 29, 2013, we amended our senior secured credit facility pursuant to which we reduced the interest rate spread applicable to all of the outstanding Tranche A First-Lien Term Loans and New Second-Lien Term Loans, which are referred to herein for all periods after April 29, 2013 as the "Tranche B First-Lien Term Loans" and the "Tranche B Second-Lien Term Loans," respectively. In connection with the consummation of the April 29, 2013 amendment, we paid call premiums equal to 1.0% and 2.0% of the principal amount of refinanced Tranche A First-Lien Term Loans and New Second-Lien Term Loans, respectively, which totaled approximately $35.6 million, along with other customary fees and expenses.

Principal Amounts Outstanding

        At December 31, 2013, we had $2.6 billion of outstanding Tranche B First-Lien Term Loans and $500.0 million of outstanding Tranche B Second-Lien Term Loans.

        At December 31, 2013, we did not have any outstanding borrowings under our New Revolving Credit Facility.

Maturity

        Subject to the springing maturity date described below, the Tranche B First-Lien Term Loans mature on May 13, 2017, the Tranche B Second-Lien Term Loans mature on February 28, 2019, and the commitments and any borrowings under our New Revolving Credit Facility mature on February 12, 2017.

        The Tranche B First-Lien Term Loans, the Tranche B Second-Lien Term Loans and the commitments under our New Revolving Credit Facility are subject to a springing maturity date. The final maturity date for each will change to the 90th day prior to the maturity of our 5.5% senior notes due September 15, 2015 (i.e., June 17, 2015) if, on such date, the aggregate principal amount of all such 5.5% senior notes is equal to or greater than our adjusted EBITDA (as defined in the credit agreement governing our senior secured credit facility) for the most recently ended four fiscal quarters.

        Under the terms of the credit agreement governing our senior secured credit facility, we may refinance (at par or with any applicable premium, costs and expenses) our Tranche B First-Lien Term Loans, Tranche B Second-Lien Term Loans and any borrowings or commitments under our New Revolving Credit Facility through (i) in the case of each of our borrowings other than the New Second-Lien Term Loans, the issuance of first-lien senior notes or loans secured by the collateral securing the obligations under the credit agreement on a pari passu basis, (ii) the issuance of second-lien senior notes or loans secured by the collateral securing the obligations under the credit agreement on a second-lien basis, (iii) the issuance of unsecured senior notes or loans, and/or (iv) the incurrence of new classes of term loans and/or revolving credit commitments under the credit


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agreement (including through a conversion or exchange of existing term loans and/or existing revolving credit borrowings or commitments into such new classes).

Prepayments

        The credit agreement permits all or any portion of the borrowings outstanding under our senior secured credit facility to be prepaid at par, except that voluntary prepayments of the Tranche B Second-Lien Term Loans prior to April 29, 2014 would be subject to a 1.0% prepayment premium.

        We may be required to make a mandatory prepayment of the borrowings outstanding under our senior secured credit facility in certain circumstances, including a material sale of our assets in which the proceeds are not reinvested in our business and the accumulation of "excess cash flow," as defined in the credit agreement governing our senior secured credit facility. In addition, upon the occurrence of certain "change of control" transactions, we must make an offer to repay all or any part of each Tranche B Second-Lien Term Loan at a price of 101% of the principal amount thereof plus accrued and unpaid interest thereon.

Guarantors and Security

        All obligations under our senior secured credit facility are guaranteed by Parent, and each of our present and future, direct and indirect, wholly-owned material subsidiaries (excluding broker-dealer subsidiaries, foreign subsidiaries and domestic subsidiaries whose only assets are equity interests in foreign subsidiaries). The obligations under our senior secured credit facility and these guarantees are secured, subject to permitted liens and other specified exceptions, (i) on a first-lien basis, by all of our capital stock and the capital stock of certain of our 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 us or any guarantor and (ii) on a first-lien basis by substantially all of our and each guarantor's present and future assets, except that the Tranche B Second-Lien Term Loans are secured by the same capital stock and assets on a second-lien basis.

Interest and Fees

        The Tranche B First-Lien Term Loans bear interest at a rate per annum of LIBOR plus a spread of 4.00% (or alternate base rate plus 3.00%), subject to a 25 basis point step-down in the spread if we achieve a senior secured net leverage ratio (as defined below) of 4.00:1.00 or less. The Tranche B Second-Lien Term Loans bear interest at a rate per annum of LIBOR (subject to a 1.25% floor) plus a spread of 5.25% per annum (or alternate base rate (subject to a 2.25% floor) plus 4.25%). Borrowings under the New Revolving Credit Facility bear interest at a rate per annum of LIBOR plus a spread of 5.00% (or alternate base rate plus 4.00%), subject to a 25 basis point step-down in the spread if we achieve a senior secured net leverage ratio of 4.00:1.00 or less but greater than 3.25:1.00, and a 50 basis point step-down in the spread if we achieve a senior secured net leverage ratio of 3.25:1.00 or less. See "—Recent Updates to Authoritative Accounting Literature—Interest Rate Sensitivity" below for a discussion of the Company's interest rate hedging activities.

        In addition to paying interest on outstanding principal of borrowings under our senior secured credit facility, we are required to pay a commitment fee to the lenders in respect of any unutilized loan commitments under the New Revolving Credit Facility at a rate of 0.375% per annum.

Covenants

        The credit agreement governing our senior secured credit facility contains a financial maintenance covenant that prohibits us from exceeding a ratio of (i) funded first-lien secured indebtedness (expressly excluding the Tranche B Second-Lien Term Loans) less unrestricted cash and cash


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equivalents to (ii) consolidated adjusted EBITDA (as defined in the credit agreement) of 5.75:1.00 (the "senior secured net leverage ratio"). The credit agreement also contains a number of other covenants that, among other things, limit or restrict our ability 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 our line of business or engage in certain transactions with affiliates.

Covenant Compliance

        Under the indentures governing our notes and the credit agreement governing our senior secured credit facility, our ability to engage in activities such as incurring additional indebtedness, making certain investments, refinancing certain indebtedness, making certain restricted payments including dividends and entering into certain merger transactions is governed, in part, by our ability to satisfy tests based on adjusted EBITDA. In addition, the credit agreement governing our senior secured credit facility contains a financial maintenance covenant that prohibits us from exceeding a ratio of (i) funded first-lien secured indebtedness less unrestricted cash and cash equivalents to (ii) adjusted EBITDA of 5.75:1.00. Step downs in the interest rate spread applicable to loans under our senior secured credit facility are based upon the same ratio used in the financial covenant.

        "Adjusted EBITDA" is defined as consolidated net income/(loss) before net interest expense, income tax/(benefit), depreciation and amortization and income/(expense) attributable to consolidated variable interest entities, further adjusted for non-cash compensation, structured product distribution expense, retention, severance and recruiting expense, goodwill, intangible and other impairments, acquisitions, and certain other non-cash, non-recurring and other items.

        We believe that the presentation of adjusted EBITDA is appropriate to provide additional information to investors about the calculation of, and compliance with, the financial maintenance covenant in the credit agreement governing our senior secured credit facility. We caution investors that amounts presented in accordance with our definition of adjusted EBITDA may not be comparable to similar measures disclosed by other issuers, because not all issuers and analysts calculate adjusted EBITDA in the same manner. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income/(loss) or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity.


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        The following table sets forth a reconciliation of net income (loss) attributable to Nuveen Investments, as determined under GAAP, to adjusted EBITDA:

 
 Year ended
December 31,
2013
 
 
 (in thousands)
 

Net income attributable to Nuveen Investments

 $45,228 

Net income attributable to Symphony CLO V

  (4,725)

Net interest expense excluding consolidated variable interest entities

  283,759 

Income tax benefit

  (42,385)

Depreciation and amortization

  69,309 

Non-cash compensation

  51,013 

Structured products distribution expense(a)

  10,116 

Retention, severance, and recruiting expense(b)

  51,690 

Goodwill, intangible and other impairment

   

Acquisitions(c)

  (87,301)

Other adjustments(d)

  115,733 

Adjusted EBITDA

 $492,437 

(a)
Structured products distribution expense represents structuring fees and upfront distribution costs paid for closed-end funds, mutual funds, and other structured products such as collateralized loan and debt obligations.

(b)
Retention, severance, and recruiting expense represents costs associated with employee retention programs, costs related to employee severance agreements and costs to recruit employees, such as relocation expense.

(c)
Includes the fair value adjustment on the Gresham contingent consideration.

(d)
Other adjustments include, but are not limited to, non-recurring items, such as gains and losses on certain investments, impairment charges, loss on debt restructuring, and other adjustments.

Events of Default

        The credit agreement governing our senior secured credit facility contains customary events of default including: non-payment of principal; non-payment of interest or fees; non-payment of any other amounts due under our senior secured credit facility; 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 facility; 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.

Senior Unsecured Notes

9.125% Senior Notes due 2017 / 9.5% Senior Notes due 2020

        On September 19, 2012, we completed a notes offering (the "2017/2020 Notes Offering") of (i) $500,000,000 aggregate principal amount of 9.125% senior notes due 2017 (the "2017 Notes") and (ii) $645,000,000 aggregate principal amount of 9.5% senior notes due 2020 (the "2020 Notes" and together with the 2017 Notes, the "2017/2020 Notes"). The 2017 Notes will mature on October 15, 2017 and accrue interest at the rate of 9.125% per year. The 2020 Notes will mature on October 15, 2020


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and accrue interest at the rate of 9.5% per year. Interest on the 2017/2020 Notes is payable semi-annually in cash in arrears on April 15 and October 15 of each year. The net proceeds of the 2017/2020 Notes Offering were primarily used to repurchase and redeem all of our then outstanding 10.5% senior unsecured notes due 2015 and pay the related fees and expenses. The remaining proceeds were used for general corporate purposes. The 2017/2020 Notes rank equally in right of payment with all of our other existing and future senior unsecured indebtedness and senior in right of payment to any future indebtedness that is subordinated in right of payment to the notes. Obligations under the 2017/2020 Notes are guaranteed by Parent and each of our present and future, direct and indirect, wholly owned material domestic subsidiaries that guarantee our obligations under our senior secured credit facility (discussed above). Such guarantees are subordinated in right of payment to the guarantees of our obligations under our senior secured credit facility and related hedging obligations and any of our future secured indebtedness.

        We may redeem some or all of the 2017 Notes at any time prior to October 15, 2014 by paying a price equal to 100% of the principal amount plus a "make-whole" premium, along with accrued and unpaid interest and additional interest (as defined in the indentures governing the 2017/2020 Notes), if any, to the date of redemption. At any time prior to October 15, 2014, we may, on one or more occasions, use the net cash proceeds of certain equity offerings to redeem up to 35% of the principal amount of the 2017 Notes at a redemption price equal to 109.125% of their principal amount, plus accrued and unpaid interest and additional interest, if any, to the redemption date; provided that at least 65% of the aggregate principal amount of the 2017 Notes originally issued remains outstanding immediately following such redemption and such redemption occurs within 90 days of such equity offering. At any time on or after October 15, 2014, the 2017 Notes may be redeemed 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, to, but not including, the redemption date, if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

Year
 Percentage 

2014

  106.844%

2015

  104.563%

2016 and thereafter

  100.000%

        We may redeem some or all of the 2020 Notes at any time prior to October 15, 2016 by paying a price equal to 100% of the principal amount plus a "make-whole" premium, along with accrued and unpaid interest and additional interest, if any, to the date of redemption. At any time prior to October 15, 2015, we may, on one or more occasions, use the net cash proceeds of certain equity offerings to redeem up to 35% of the principal amount of the 2020 Notes at a redemption price equal to 109.5% of their principal amount, plus accrued and unpaid interest and additional interest, if any, to the redemption date; provided that at least 65% of the aggregate principal amount of the 2020 Notes originally issued remains outstanding immediately following such redemption and such redemption occurs within 90 days of such equity offering. At any time on or after October 15, 2016, the 2020 Notes may be redeemed at the redemption prices (expressed as a percentage of the principal amount) set forth below, plus accrued and unpaid interest and any additional interest, if any, to, but not including, the redemption date, if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

Year
 Percentage 

2016

  104.750%

2017

  102.375%

2018 and thereafter

  100.000%

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        The indentures governing our 2017/2020 Notes contain a number of covenants that, among other things, limit or restrict our ability and the ability of our restricted subsidiaries 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 our line of business or engage in certain transactions with affiliates. Although we are not required to make mandatory redemption or sinking fund payments with respect to the 2017/2020 Notes, we are required to make an offer to purchase the 2017/2020 Notes in the event of a change of control or certain material sales of our assets.

        The indentures governing our 2017/2020 Notes also contain customary events of default including: non-payment of principal; non-payment of interest or other amounts due under the notes; failure to perform or observe covenants set forth in the indentures; cross defaults to material indebtedness; bankruptcy and insolvency defaults; monetary judgment defaults to the extent not covered by indemnities or insurance; and failure of guarantees to be in full force and effect.

        The 2017/2020 Notes were sold in a private placement and have not been registered under the Securities Act of 1933. We have agreed, under the terms of a registration rights agreement, to (i) file, no later than 18 months after the issue date of the 2017/2020 Notes, a registration statement (the "Exchange Offer Registration Statement") with the SEC with respect to a registered offer to exchange the 2017/2020 Notes and related guarantees for new notes (the "Exchange Notes") and related guarantees of ours having terms substantially identical in all material respects to the 2017/2020 Notes and related guarantees (except that the Exchange Notes do not contain any transfer restrictions) (the "Exchange Offer"), (ii) use commercially reasonable efforts to have the Exchange Offer Registration Statement declared effective by the SEC on or prior to 21 months after the issue date of the 2017/2020 Notes (or two years if reviewed by the SEC) and (iii) use commercially reasonable efforts to consummate the Exchange Offer within 30 business days after the Exchange Offer Registration Statement is declared effective by the SEC. In addition, we agreed, in some circumstances, to file a "shelf registration statement" that would allow some or all of the 2017/2020 Notes to be offered to the public. If we do not comply with our obligations under the registration rights agreements, we will be required to pay additional interest to holders of the 2017/2020 Notes.

5.5% Senior Notes due 2015

        We have outstanding $300 million aggregate principal amount of 5.5% senior notes due September 15, 2015 (the "5.5% senior notes"). The 5.5% senior notes rank equally in right of payment with all of our other existing and future senior unsecured indebtedness. The 5.5% senior notes bear interest at a rate of 5.5% per annum, payable semiannually in arrears on March 15 and September 15 of each year. The 5.5% senior notes are not guaranteed by any of our subsidiaries.

        We may redeem the 5.5% senior 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 5.5% senior notes to be redeemed or (b) the remaining scheduled payments of principal and interest on the 5.5% senior notes being redeemed, discounted to the redemption date on a semiannual basis at the treasury rate, plus 20 basis points, plus (ii) accrued and unpaid interest, if any, on the notes to be redeemed.

        The indenture governing the 5.5% senior notes contains a number of covenants that, among other things, limit or restrict our ability to create liens on the capital stock of our significant subsidiaries (as defined in Rule 1-02 of Regulation S-X under the Securities Act) that secure debt senior to the 5.5% senior notes, dispose of the capital stock of any of our significant subsidiaries or engage in mergers or consolidations. The indenture also contains customary events of default including payment defaults; covenant defaults; insolvency or bankruptcy; and cross defaults to other indebtedness.


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Derivative Instruments

        From time to time, we seek to offset our exposure to changing interest rates under our debt financing arrangements by entering into interest rate hedging contracts. We have entered into four five-year forward-starting interest rate swap contracts under which we agreed to pay an amount equal to a specified fixed rate of interest on a notional principal amount, and to in turn receive an amount equal to a specified variable rate of interest on the same notional principal amount. The swap contracts have an effective date of December 31, 2014 and a termination date of December 31, 2019. Under the swap contracts, we receive one-month LIBOR and pay a fixed rate of 1.74% (on a weighted average basis) on an initial notional amount of $1.5 billion, which decreases to $1.25 billion on December 31, 2017 and to $1.0 billion on December 31, 2018. Our obligations under these swap contracts are guaranteed and secured on a pari passu basis with the first-lien loans outstanding under our senior secured credit facility.

Aggregate Contractual Obligations

        We have contractual obligations to make future payments under short-term and long-term debt, andas well as long-term non-cancelable lease agreements. The following table summarizes these contractual obligations at June 30, 2009:December 31, 2013 (excludes debt from consolidated VIEs):

 
 Principal Payments
Long-Term Debt(1)
 Estimated Interest
Payments on Debt(3)
 Estimated Payments
on Derivatives
Transactions(4)
 Operating Leases(5) Total 
 
 (dollars in thousands)
 

2009

 $ $124,974 $40,760 $16,249 $181,983 

2010

  222,745(2) 247,628  46,749  16,468  533,590 

2011

    238,811  27,422  16,141  282,374 

2012

    238,811  20,567  15,025  274,403 

2013

  250,000  238,465    6,801  495,266 

Thereafter

  3,672,197  356,144    10,841  4,039,182 
            

Total

 $4,144,942 $1,444,833 $135,498 $81,525 $5,806,798 

 
 Principal Payments
on Debt(1)
 Estimated Interest
Payments on Debt(2)
 Estimated
Payments/
(Receipts)—
Derivative
Transactions(2)
 Operating Leases(3) Total 
 
 (dollars in thousands)
 

2014

   $264,887   $16,607 $281,494 

2015

 $300,000  266,650 $19,798  17,515  603,963 

2016

    277,357  7,450  18,053  302,860 

2017

  3,061,251  192,466  (7,884) 17,309  3,263,142 

2018

    103,558  (16,052) 17,286  104,792 

Thereafter

  1,145,000  116,917  (18,388) 88,438  1,331,967 
            

Total

 $4,506,251 $1,221,835 $(15,076)$175,208 $5,888,218 

(1)
As a result of the partial paydown of the first-lien term loan facility that resulted from part of the proceeds of the second-lien debt, quarterlyQuarterly principal payments on the first-lien term loan facility are no longer required after June 30, 2009.not required.

(2)
The Company has escrowed $222,745,000 of proceeds from the second-lien debt to retire the Company's 5% senior unsecured notes due 2010.

(3)
Future interest payments on the term loan facility and revolver (which are based on a floating interest rate of LIBOR+3)LIBOR) and the estimate payments/(receipts)—derivative transactions were estimated using average interesta forward yield curve (as of 2/10/14). The assumed LIBOR rates at June 30, 2009: 3.31%were: 0.18% for the term loan facility, and 3.32%2014, 0.43% for the revolver. These rates are based on LIBOR of 0.31% and 0.32%, respectively, as of June 30, 2009. Estimated interest payments also reflect amounts2015, 1.24% for the new 12.5% $500 million second-lien loans, as well as the $198.9 million paydown of the existing first lien loans that resulted from a portion of the proceeds from the new second-lien debt.2016, 2.25% for 2017, 3.00% for 2018.

(4)
Future payments on derivative transactions are estimated based on interest rates applicable at June 30, 2009. At June 30, 2009, the Company held nine fixed-for-floating interest rate swap transactions (which effectively fix interest rates on the floating rate term loan facility, with rates ranging from 3.4750%–4.7535%) and one collar transaction (4.3945%–3.2%).

(5)(3)
Operating leases represent the minimum rental commitments under non-cancelable operating leases.

We have no significant capital lease obligations.

Contingent Consideration

        In connection with our 2008 acquisition of Winslow Capital, we became contingently liable to make additional purchase price payments to the sellers, up to a maximum of $180.0 million in the aggregate. The final payment, in the amount of $16.3 million was made during the first quarter of 2014.

        In connection with our acquisition of Gresham in 2011, we became contingently liable to make additional purchase price payments to the sellers. There is no maximum as it relates to this additional contingent consideration. These payments are primarily contingent upon the growth in Gresham's EBITDA during each year in the five year period ending 2016. We do not expect to make a payment


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under this arrangement in 2014. At December 31, 2013, we have $37.2 million recorded as the fair value of this contingent consideration.

EquityRedeemable Non-Controlling Interests at Gresham

        As partOn December 31, 2011, we acquired 60% of the NWQequity interests of Gresham. The holders of a portion of the 40% of equity interests that we did not purchase have the option to require us to purchase their interests at the later of the holder's death or disability or the fifth anniversary of the acquisition key individuals of NWQ purchased a noncontrolling, member interest in NWQ Investment Management Company, LLC. The noncontrolling interest of $0.1 million as ofdate. At December 31, 2007 is reflected2013 and 2012, the Company had $194.1 million and $201.8 million, respectively, recorded on ourits 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 thesesheets for Gresham redeemable 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.

Affiliate Equity Programs

        As part of the Santa Barbara acquisition, an equity opportunity was put in placeIn order to allow key individuals to participate in Santa Barbara'sthe earnings growth and cash flows of their respective businesses, we have instituted equity programs at each of our affiliated investment managers. During 2011, equity programs were put in place for Symphony, Santa Barbara, NWQ and NAM. During 2012, equity programs were put in place for Tradewinds and Winslow Capital. The equity program at Gresham pre-existed the acquisition and remains in place.

        Each of the affiliate equity programs consists of profits interests, which are generally subject to multi-year vesting periods. The fair market value of the profits interests, determined as of their grant date, is amortized as an expense 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 thirdterm 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. The distribution thresholds vary from year to year, reflecting Santa Barbara achieving certain profit levels and the distributionsapplicable vesting period. Holders 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 holdersentitled to receive a distribution of the cash flow from their businessbusiness. With respect to certain of the profits interests, distributions are only made to the extent such cash flow exceeds certain thresholds. The distribution thresholds increase from yearFurthermore, distributions with respect to year and the distributionscertain of the profits interests are also subject to a cap in each year.an annual cap. During 2008the years ended December 31, 2013 and 2007, and the six months ended June 30, 2009 and 2008,2012, we recorded approximately $1.9 million, $2.8 million, $0.7$15.4 million and $0.8$12.2 million, respectively, of income attributable to these noncontrolling interests. Beginning in 2008

        Interests held by non-controlling interest holders at each of our affiliates other than Gresham are not subject to mandatory redemption. The purchase of non-controlling interests is predicated, for each of them, on the exercise of a series of puts held by non-controlling interest holders and continuing through 2012, we havecalls held by us. Neither the exercise of the puts nor the exercise of the calls is contingent upon the non-controlling interest holders remaining employed by the affiliated entity. Generally, the puts provide the non-controlling interest holders the right to acquirerequire us to purchase all of their interests upon the Interestsoccurrence of certain events, such as death or disability, or specified percentages of their interests at specified intervals over time following certain other events, such as a sale of the noncontrolling members. DuringCompany. The calls generally provide us with the first quarter of 2008, we exercised our right to call allrequire the non-controlling interest holders to sell their equity interests to us at specified intervals over time, as well as upon the occurrence of certain events, such as termination of employment. As a result, there is significant uncertainty as to the timing of any non-controlling interest purchase in the future. The value assigned to the purchase of a non-controlling interest is generally based on a multiple of earnings before interest, taxes and amortization of the Class 7 Interests outstanding for approximately $31.3 million. Duringaffiliate, which is a measure that is intended to represent fair market value. There is no discrete floor or ceiling on any non-controlling interest purchase. As a result, there is significant uncertainty as to the first quarteramount of 2009, we exercised our rightany non-controlling interest purchase in the future. Accordingly, future payments to call all the Class 8 Interests for approximately $18.2 million. Through June 30, 2009 therebe made to purchase non-controlling interests have been no further callsexcluded from the above table, unless a put or call option has been exercised and a commitment exists for us to purchase such non-controlling interests. Although the timing and amounts of these purchases cannot be predicted with certainty, we anticipate that the purchase of non-controlling interests in our affiliates may be a significant use of cash in future years. At December 31, 2013 and 2012, the amount included in our consolidated balance sheet for these redeemable noncontrolling interests is $82.6 million and $40.7 million, respectively.


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Other Commitments

        As of December 31, 2013, we had a remaining unfunded commitment of $6.2 million to invest in two related outside private equity partnerships that were organized for the purpose of making and managing investments in the asset management industry, including investments in businesses that manage assets on these Interests.behalf of, or provide advice to, their clients and businesses that provide other products or services related to asset management. As of December 31, 2013, we have invested $5.8 million of the total $12.0 million committed. The timing for the remaining investments is dependent on future capital calls.

Broker-Dealer

        Our broker-dealer subsidiary is subject to requirements of the SEC relating to liquidity and capital standards (Seestandards. Refer to Note 18,12, "Net Capital Requirement," to our Annual Financial Statements).


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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 our Quarterly Financial Statements.

Critical Accounting Policies

        Our financial statements and the 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 weWe describe certain critical accounting policies below that we believe are important to the understanding ofunderstand our results of operations and financial position. In addition, please referRefer to Note 2,1, "Basis of Presentation and Summary of Significant Accounting Policies," to our Annual Financial Statementsthe accompanying 2013 consolidated financial statements for further discussionadditional information.

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 date 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 our accounting policies.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 us, based on the terms of those arrangements.

Equity Based Compensation

        Our equity based compensation plans include: deferred and restricted Class A Units, deferred incentive Class A Units, and affiliate level equity plans. Equity based compensation expense reflects the fair value of equity-based awards measured at the grant date and is amortized over the relevant service period.

        The deferred and restricted Class A Unit program entitles holders to receive the same economic benefit as the Class A Units at Holdings. These grants were valued based on the overall value of Holdings. This value was derived using both income (discounted cash flow) and market approaches


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(guideline company method). 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 working capital. Significant 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.

        Deferred incentive Class A Units are profits interests. Profits interests are intended to provide management with the opportunity to participate in future growth of Holdings. Key inputs used in the valuation of this program include: the underlying value of Holdings; years until an expected liquidity event; expected volatility; expected dividends; risk-free rate; and discount for lack of marketability.

        The affiliate level equity plans are also profits interests. These interests were valued using a discounted cash flow method which calculated the present value of projected pre-tax cash flow streams. In calculating the fair market value, a number of different growth scenarios and discount rates were developed. Critical items considered in determining appropriate growth scenarios included: historical performance, product capacity, marketing initiatives, management capacity and the perceived value of the interests by the individuals who play a critical role in producing growth.

        Many of the assumptions used in valuing our equity plans require management's judgment. If we used different assumptions or if we used a different type of pricing methodology, the fair value of our equity based grants and related compensation expense might have been different.

Goodwill and Intangible Assets

Goodwill

        Under SFAS No. 142 "Goodwill and Other Intangible Assets" ("SFAS No. 142")Codification, 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. Accounting Standards Update ("ASU") No. 2011-8, "Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment" ("ASU No. 2011-8") allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under ASU No. 2011-8, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. During 2013 and 2012, we did perform calculations for the fair values of the reporting units in the goodwill impairment tests.

        Prior toApplication of the MDP Transaction that closed on November 13, 2007, "Predecessor" Nuveen performed the annual SFAS No. 142goodwill impairment test asrequires judgment, including the identification of May 31. "Successor" Nuveen selectedreporting 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 newreporting unit must be tested for impairment between annual SFAS No. 142 impairment test date: December 31. Due totests if an event occurs or circumstances change that would more likely than not reduce the proximityfair value 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.a reporting unit below its carrying amount.

        We identified approximately $1.1 billionExamples of goodwill impairment as of December 31, 2008. The recognition ofsuch events or circumstances include:

    a)
    a significant adverse change in legal factors or in 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 performedbusiness climate;

    b)
    an adverse action or assessment by a nationally recognized independent consulting firm.regulator;

    c)
    unanticipated competition;

    d)
    a loss of key personnel;

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      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 Codification of a significant asset group within a reporting unit.

    Methodology

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

      (1)
      corporate;

      (2)
      managed accounts;

      (3)
      mutual funds; retail advisory, institutional, structured products and

      (4)
      closed-end exchange-traded funds.

    corporate. The goodwill impairment test 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


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    Income Approach;Approach, the Market Approach;Approach, and the Cost Approach. Each of the approaches werewas 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 valuesapproaches were determinedweighted as follows:

    Reporting Unit
     Approach to Value Valuation Method Weighting 

    Corporate

     Income Approach Discounted Cash Flow  100%

    Managed AccountsRetail Advisory

     Income Approach Discounted Cash Flow  50%

     Market Approach Guideline Company  50%

    Mutual FundsInstitutional

     Income Approach Discounted Cash Flow  50%

     Market Approach Guideline Company  50%

    Closed-End FundsStructured Products

     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");EBITDA; capital expenditures; and debt-free net working capital. Significant assumptions used in the Market Approach include a control premium and multiples of indicated total invested capital value to EBITDA. Assumptions inherent in EBITDA estimates include assumptions about: operational risk, growth expectations, and profitability.

            Application2012 Intangible Impairment Analysis

            As a result of outflows in assets under management during the first half of 2012, we conducted an interim impairment test of our goodwill and other intangible assets as of June 30, 2012.

            The outflows in our assets under management during the first half of 2012 related to the managed accounts reporting unit. As a result, we only conducted a valuation analysis 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 amanaged accounts reporting unit shall be testedas of June 30, 2012. Third party valuation consultants from a nationally recognized consulting firm assisted us in this analysis.

            As a result of this interim analysis, we recorded a $586.7 million non-cash impairment charge at June 30, 2012 on our intangible assets. The impairment charge impacts future amortization expense for intangible assets.


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    Impairment Analysis Results

            The results of our annual impairment between annual tests if an event occursas of December 31, 2013, 2012 and 2011 did not indicate any other impairment of goodwill 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:intangible assets.

      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


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    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 resultThe results of the recent steep global economic decline that first began at the end of 2007, we identified approximately $0.9 billion of intangible assetour annual impairment tests as of December 31, 2008. The recognition2013, 2012 and 2011 did not indicate any potential impairment 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 accordanceintangible assets with SFAS No. 142, and included the assistance of certain valuation work performed by a nationally recognized independent consulting firm.indefinite useful lives.

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

    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," provideCodification provides 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 asand 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 2,1, "Basis of Presentation and Summary of Significant Accounting Policies," to our Annual Financial Statements.the accompanying 2013 consolidated financial statements for additional information.

    Contingent Consideration

            WeAs a part of the Gresham acquisition, the Company may become periodically obligated to pay the sellers additional consideration contingent upon the growth in Gresham's EBITDA during the five years following the closing of the Gresham transaction. Generally, additional consideration is earned as the enterprise value of Gresham, calculated based on a multiple on advisory fee EBITDA and a multiple on performance fee EBITDA, increases. There is also have an opportunity for Gresham to earn and additional "home run" contingent payment which is tied to Nuveen Investments' overall rate of return on the investment in two collateralized debt obligation entitiesGresham. There are no maximums as it relates to the potential additional contingent consideration. U.S. GAAP requires that the Company recognize the acquisition date fair value of the contingent consideration as part of the consideration transferred in exchange for which one of our subsidiaries actsthe acquiree (Gresham). Additionally, U.S GAAP requires that the contingent consideration be reported at fair value at each reporting period. Since the contingent consideration will be settled in cash, it is classified 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 basedliability 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.Company's consolidated balance sheets.


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            In responseA Monte Carlo simulation model is used to determine the recent steep global economic decline, we recognized an impairment charge on our investmentsfair value of approximately $38.3 million asthe contingent consideration. Significant forecast assumptions used in the modeling include projections of December 31, 2008. This impairment charge is reflected as an expense on our consolidated statementmanagement fee EBITDA and performance fee EBITDA. Assumptions inherent in EBITDA estimates include assumptions about: assets under management, market appreciation, and profitability. Other significant assumptions used in the modeling include the discount rate and volatility.

            During 2012 and 2013, the Company estimated the fair value of income forthe Gresham contingent consideration at each reporting date. For the year ended December 31, 2008. Of2012, the $38.3Company recorded $29.3 million impairment charge takenin expense to reflect the increase in fair value of the Gresham contingent consideration. During 2013, the Company recorded $87.2 million of income reflecting a decline in the fair value of the Gresham contingent consideration. The Company will continue to estimate the fair value of the Gresham contingent consideration at each reporting date until the contingency is resolved. Increases in fair value will continue to be recorded as other operating expense on investments for the year endedCompany's consolidated statement of operations, and any decreases in the fair value of the Gresham contingent consideration will be recorded as other operating income on the Company's consolidated statement of operations.

            At December 31, 2008, $8.82013, the Company has $37.2 million of that charge relates to our investment in the equity of the CDO and is due to underlying credit losses of the CDO. The remaining $29.5 million of impairment relates to various other investments, mainly mutual funds and equity securities, whose market value was below cost for a considerable period of time with no clear indication at December 31, 2008 of any future reversals. The market values for these investments were basedrecorded as "Contingent consideration—Gresham acquisition" under Long-Term Obligations on unadjusted quoted market prices.its consolidated balance sheet.

    Accounting for Income Taxes

            SFAS No. 109, "Accounting for Income Taxes,"Codification 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 significantAt December 31, 2013, the Company had a federal net operating loss carryforward deferred tax liabilities recorded on ourasset of $210.4 million that, if not utilized, will expire between 2028 and 2033. At December 31, 2013, the Company also had a state net operating loss carryforward deferred tax asset of $31.6 million that, if not utilized, will expire between 2014 and 2033. For financial statements, which are attributablereporting purposes, a valuation allowance has been established against the deferred tax assets related to certain tax loss carryforwards due to the effectuncertainty that the assets will be realized.

            At December 31, 2013 and 2012, the Company maintained a valuation allowance against its deferred tax assets of purchase accounting adjustments recorded as$18.8 million and $74.1 million, respectively. Under U.S. GAAP, a resultvaluation allowance is required to be recognized if it is "more likely than not" that a deferred tax asset will not be realized. The determination of the MDP Transactions.realizability of the deferred tax assets is highly subjective and dependent upon judgment concerning management's evaluation of both positive and negative evidence, the forecasts of future income, applicable tax planning strategies, and assessments of current and future economic and business conditions. Positive evidence may include the existence of taxes paid in available carry-back years as well as the probability that taxable income will be generated in future periods, while negative evidence may include our cumulative losses in the current year and prior two years, the absence of recoverable taxes available from the carry-back years, and general business and economic trends. The valuation allowance for deferred tax assets decreased $55.3 million in 2013 primarily due to a change in the value of tax-planning strategies identified by management. The tax planning strategies, if implemented, would allow the Company to recognize significant taxable income prior to the expiration of the Company's net operating losses.


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    Recent Updates to Authoritative Accounting Literature

    ASU No. 2013-08—Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements

            ASU No. 2013-08, "Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements," revises the criteria that define an investment company, clarifies measurement guidance for investment companies, and requires new disclosures. ASU 2013-08 is effective for an entity's interim and annual reporting periods in fiscal years beginning after December 15, 2013. Early adoption is prohibited. The Company is currently in the process of determining the impact ASU 2013-08 will have on its consolidated financial statements.

    Presentation of Other Comprehensive Income

            ASU No. 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," is effective for public companies for fiscal years and interim periods within those years beginning after December 15, 2012. Non-public companies are permitted to adopt the standard early, but must be compliant for fiscal periods beginning after December 15, 2013.

            The purpose of ASU No. 2013-02 is to improve the transparency of adjustments reclassified out of accumulated other comprehensive income ("AOCI") and into net income. ASU No. 2013-02 requires disclosure of how much of the change by component of AOCI pertains to amounts reclassified into net income. ASU No. 2013-02 also requires disclosure of the income statement line items impacted by the AOCI reclassifications.

            Our new disclosures related to the adoption of ASU No. 2013-02 may be found in the notes to the consolidated financial statements—Note 1, "Basis of Presentation and Summary of Significant Accounting Policies—Accumulated Other Comprehensive Income/(Loss)."

    Quantitative and Qualitative Disclosures About Market Risk

    Market Risk

            The following information, and information included elsewhere in this report,prospectus, 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, ourOur obligations under our senior secured credit facilitiesfacility will expose our earnings to changes in short-term interest rates since the interest rate on this debt is variable. (Refer to discussion of interest rate hedges, below). At June 30, 2009,December 31, 2013, the aggregate principal amount of our indebtedness (excluding the debt of the consolidated variable interest entities) was approximately $3.8$4.5 billion, of which approximately $2.5$3.1 billion is variable rate debt and approximately $1.3$1.4 billion is fixed rate debt. For our variable rate debt, we estimate that a 100 basis point increase (one percentage point) increase in variable interest rates would have resulted in a $25.4$30.6 million increase in annual interest expense; however, it would not be expected to have a substantial impact on the fair value of theour debt at June 30, 2009.December 31, 2013. 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 theour debt. We estimate that a 100 basis point increase in interest rates from the levels at June 30, 2009December 31, 2013 would result in a net decrease in the fair value of our fixed rate debt of approximately $29.4$61.1 million.

            The variable nature of our obligations under our senior secured credit facilitiesfacility creates interest rate risk. InAt times, in order to mitigate this risk, we have entered into nine interest rate swap derivativeand we may enter into certain derivatives 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 subjectborrowings. During May 2013, we entered into four five-year forward-starting interest rate swap contracts under which we agreed to pay an amount equal 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,"specified fixed rate of interest times a notional principal amount, and to our Annual Financial Statements. At June 30, 2009,in turn receive an amount equal to a specified variable rate of interest times 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.same notional principal


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    amount. The swap contracts have an effective date of December 31, 2014 and a termination date of December 31, 2019.

            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$61.1 million (which excludes Symphony CLO V),consolidated VIEs) at June 30, 2009.December 31, 2013. We estimate that a 100 basis point increase in interest rates from the levels at June 30, 2009December 31, 2013 would result in a net decrease of approximately $3.8$2.0 million in the fair value of theour fixed-income investments at June 30, 2009.December 31, 2013. 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"—Interest Rate Sensitivity" section,subheading, we invest in certain company-sponsoredcompany 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$119.6 million at June 30, 2009.December 31, 2013. We estimate that a 10% adverse change in equity prices would result in a $6.3$12 million decrease in the fair value of our equity securities. The model to determine sensitivity assumes a corresponding shift in all equity prices.

    Foreign Exchange Rate Sensitivity

            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 mostAssets Under Management—Market Price Risk

            We derive substantially all of our revenue isrevenues from investment advisory fees, which are generally based on a percentage of the market value of the assets we manage and will therefore generally rise and fall with the level of our assets under management. Declines of financialAs a result, declines in equity or fixed income security market valuesprices will negatively impactgenerally cause our revenue and net income.advisory fee revenues to decline.

    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 iswe are a leading provider of investment management and related services to high-net-worthindividual and institutional investors. We market a wide range of specialized investment solutions which provide investors andaccess to the financial consultants and advisors who serve them. We derive substantially allcapabilities of our revenues from providingboutique 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,management affiliates, each of which has its owndistinct investment strategiesprocesses and dedicated investment and research and trading personnel.teams. Our investment teamsmanagement affiliates are supported by our scaled shared services platform, through which we provide assistance in distribution, servicemarketing, product development and operations platform. In addition, our company possessesoperations. Although we offer a well-balanced mixwide range of managed accountinvestment products closed-end funds, and open-end funds across equity and fixed income strategies.services, we operate in one business segment.

            Our operations are organized aroundWe offer investment management capabilities across a broadly diversified set of asset classes and investment strategies through our principal advisory subsidiaries, which are registered investment advisors under the Investment Advisers Act. These advisory subsidiariesmanagement affiliates, including national and state specific municipal bond, investment grade, global and high-yield bond, floating-rate bank loan, preferred securities, growth equity, value equity, global and international equity, equity income, core equity, equity index, quantitative and enhanced equity, asset allocation, balanced strategies, real asset and commodity. This broad diversification allows us to provide investment solutions for a wide range of investor needs and to offer products and services suited for various market environments.

            We provide investment management services through the investment products that we develop, market and distribute, including mutual funds, closed-end funds, managed accounts, CLO/CDOs, commodity exchange-traded products, private funds, and UCITS funds. We also provide investment management services on a direct basis or through sub-advisory relationships. Most of our investment management capabilities are offered in multiple product wrappers in order to provide customized investment solutions for investors.

            We distribute our investment products and services to retail and institutional investors primarily through intermediaries, including national and regional broker-dealers, independent broker-dealers, commercial banks and trust companies, insurance companies, consultants and investment advisors. We also distribute our investment products and services directly to institutional investors, including financial institutions and other separatelycorporate clients, pension and retirement plans, governmental entities, charities, endowments, foundations and family offices.

    Our Competitive Strengths

            We believe that we are distinguished by the following competitive strengths:

            Distinct, scalable, multi-boutique model with specialized investment managers.    Our distinct multi-boutique model combines seven high quality, independent and specialized investment managers. We provide scaled distribution, service, operations and administrative support to each of our investment teams through our centralized platform. This distinct model enables our investment teams to remain focused upon delivering sustained investment performance with an emphasis on institutional quality investment processes.

            High quality investment capabilities built around distinctive brands.    We possess a strong company-wide investment culture with seven specialized independent investment managers marketed through our NAM, Symphony, NWQ, Santa Barbara, Tradewinds, Winslow Capital and Gresham brands. We believe that the institutional quality investment processes underlying each of these brands has led to superior long-term investment returns relative to our competitors and the relevant benchmarks. For the one, three and five-year periods ending December 31, 2013, 56%, 64% and 76% of our mutual fund assets under management, respectively, were ranked in the top two Lipper Analytics quartiles based upon total returns. Further, as of December 31, 2013, 53, or 65%, of our 81 mutual funds eligible for a Morningstar rating were rated four or five stars by Morningstar in at least one mutual fund share class. We ranked 7th out of 790 fund families based on the number of mutual


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    funds rated 5 stars by Morningstar. For our managed accounts, 64%, 68% and manage75% of our assets under management performance exceeded benchmark for the one, three and five-year periods ending December 31, 2013.

            Strong distribution capabilities with long-standing relationships.    We distribute our investment products and services to retail and institutional investors primarily through intermediaries, including national and regional broker-dealers, independent broker-dealers, commercial banks and trust companies, insurance companies, consultants and investment advisors. We also distribute our investment products and services directly to institutional investors, including financial institutions and other corporate clients, pension and retirement plans, governmental entities, charities, endowments, foundations and family offices. We have long-standing, diversified relationships with major wirehouses, including Bank of America Merrill Lynch, Morgan Stanley Smith Barney, UBS and Wells Fargo, and sold investments products totaling over $5.5 billion through this channel in 2013. In addition, we believe we are well positioned with regional broker-dealers, through which we sold products totaling $12.1 billion during the same period, and have strong relationships with large institutional consultants and direct plan sponsors. We did not have any distributor relationships that represented more than 10% of our revenue in 2013.

            Recurring and diverse revenues and cash flows.    A significant portion of our revenues and cash flows have a high degree of stability, in large part due to our closed-end fund business, which generated 35% of our advisory fee revenues for 2013. Assets in closed-end funds are not subject to redemption by investors in the funds and generally consist of high quality, income producing assets such as municipal bonds, providing stability in assets under management. In addition, our asset class diversification and broad product offerings allow us to respond to changes in prevailing investor sentiment, which helps mitigate the impact of market volatility.

            Historically strong financial and operational performance across various Nuveen brandedmarket conditions.    From December 31, 2003 through December 31, 2013, our aggregate assets under management have grown at a 9% compound annual growth rate, with organic growth (including market appreciation) at an 8% compound annual growth rate. Also, our advisory fee revenues increased at a compound annual growth rate of 10% from December 31, 2003 through December 31, 2013. Our Adjusted EBITDA margin for 2013 was 45.7%.

            Leadership positions in important market segments.    We are the largest provider of closed-end funds, with $54.8 billion in assets under management as of December 31, 2013. We have broadened our closed-end fund offerings beyond their traditional municipal bond foundation to include a broad range of asset classes, including floating rate debt, preferred securities, mortgage backed securities, Build America Bonds, equity income, real asset and energy MLP, among others. Since the beginning of 2009, the market for closed-end funds has continued to improve with approximately $43.0 billion (excluding greenshoe proceeds and the use of leverage) of new issuance brought to market as of December 31, 2013 according to Morningstar Traded Fund Center. Over that same period, we successfully completed 17 new closed-end fund offerings totaling approximately $3.8 billion (excluding greenshoe proceeds and leverage), or approximately 8.9% of new issuance market share according to Morningstar Traded Fund Center. In addition, we are also the third largest provider of retail managed accounts, with approximately $36.5 billion of assets under management as of December 31, 2013, and continue to maintain a strong market share in the wirehouses while building on our relationships in the regional broker dealer and registered investment advisor channels. As of December 31, 2013, our share of industry retail managed account assets was approximately 4.9% according to Cerulli Associates.

            Culture of product innovation.    We have focused on developing a company-wide culture of product innovation to anticipate the needs of both intermediaries and investors. As of December 31, 2013, approximately 11% of our assets under management were in products and strategies we did not offer five years earlier, which does not include assets under management in the products and strategies


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    offered by Winslow Capital, FAF Advisors and Gresham at the time we acquired those businesses. In developing new products, we focus on developing new investment solutions for our clients, creating new packaging formats for existing strategies and leveraging capabilities across our different managers to construct multi-strategy products. We strive to maintain a robust new product pipeline that we believe will be highly attractive to investors, including mutual funds, managed account strategies, closed-end 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.other structured products, among others.

            Experienced and dedicated management team.    Our deep and seasoned management team has, on average, over 12 years of experience with our company and has an average of approximately 24 years of experience in the asset management industry. Their long term focus on developing our business in a financially disciplined manner has resulted in our company achieving strong financial results in recent periods. In addition, our management team has overseen the transformation of our company through investments in new products, services and distribution capabilities and through acquisitions, which have substantially expanded our product portfolio and distribution reach. They have developed what we believe is a distinct and scalable operating model that provides high quality support to our investment managers.

    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% annuallya compound annual growth rate of 28% since December 31, 2004.2008. Since December 31, 2008, we have recorded $14 billion in positive net flows in our mutual funds. 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-sellingcross 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. Our mutual fund business was expanded significantly as a result of our strategic combination with U.S. Bank National Association's FAF Advisors in 2010.

            Further develop our institutional business.    We have heightened our emphasis on the institutional business over the last fiveseveral years and, as a result, since December 31, 2004 we have grown our institutional assets under management by 18.8% annually.a compound annual growth rate of 12% since December 31, 2007. 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.to expand our institutional sales reach, including the development of international clients. Each of our investment management affiliates has a dedicated institutional sales and service team, which receives support from our shared distribution platform. Our acquisition of Gresham in December 2011 expanded our institutional business and product offerings.

            Grow core closed-end fund and retail managed account businesses.  �� We continue to maintain our leadership position in closed-end funds by developing new and innovative offerings focusing on income oriented products, with particular emphasis on products that seek to deliver steady cash flow and potential market appreciation. In addition, we continue to attempt to differentiate our closed-end funds by providing a high level of secondary market support. We continue to launch new and existing products from our investment teams onto the managed account platforms of the major wirehouses and regional broker-dealers. We leverage our sales and service infrastructure and distribution partner relationships in distributing retail managed accounts.


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            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 scaled shared services platform, through which we provide assistance in distribution, servicemarketing, product development and operations platform. Foroperations. As an example, following our acquisition of NWQ in 2002, we combined NWQ's strong investment capabilities with our distribution, service and operations platform and NWQ'sthe assets under management grewof Winslow Capital have grown to $37.7 billion as of December 31, 2013 from approximately $7.0$4.5 billion when we acquired it to $40.1 billion (which includes Tradewinds, which was spun out of NWQWinslow Capital in 2006) as of June 30, 2009.December 2008. We are working with our investment teams to encourage the development ofexpanding investment capabilities and developing new investment strategies from within their current capabilities. We recentlyIn addition, we continue to explore acquiring complementary investment capabilities. For example, we expanded our investment capabilities by acquiring Winslow Capital,Gresham, which specializes in large-cap growth equities,the management of diversified commodity investment portfolios using commodity futures and options, in December 2008.2011.

            Maintain and grow distribution and client relationships, including internationalglobal expansion.    We plan towill 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 124191 professionals in order to strengthen our existing relationships. We plan to continue employing a consultative-basedconsultative based approach in serving our clients' needs. We also willintend to 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 intendwill continue 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,globally by offering our core productsstrategies to foreign investors primarily through institutional managed accounts and funds launched on our established distribution partners.UCITS platform pursuant to the European Communities (Undertakings for Collective Investments in Transferable Securities) Regulation 2003.

    Investment Products and ServicesManagers

            We provideOur multi-boutique model provides investors access to the broadly diversified capabilities of our investment management services and offer a broad arrayaffiliates, each of investment products through seven independent, separately branded investment managers, each withwhich has distinct investment processes and strategies and dedicated investment and research teams. EachOur investment strategy can be offeredmanagement affiliates are supported by our scaled shared services platform, through which we provide assistance in multipledistribution, marketing, product structures in orderdevelopment and operations. Our shared services platform allows the investment teams at each affiliate to provide customizedfocus on investment solutions, including separately managed retailmanagement, while also providing each affiliate with client access 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 followingcross-sell opportunities. Our seven separately branded investment managers:management affiliates are:

            Nuveen Asset Management, LLC ("NAM") focuses on, which specializes in multiple asset classes, from municipal and taxable fixed income investments,to traditional and had $64.4 billionspecialized equity. With solutions that span multiple asset classes, NAM's disciplined approach to fixed income and equity investing is driven by integrated research and risk management processes intended to maximize opportunities for a variety of investment objectives. NAM offers a collaborative approach to portfolio management that emphasizes quality and innovation. On December 31, 2010, we acquired the long-term asset management business of U.S. Bank National Association's FAF Advisors. NAM represents the combination of Nuveen Investments' municipal bond expertise with FAF Advisors' investment capabilities in taxable fixed income, real assets, under management as of June 30, 2009, representing 50% of our assets under management. Using a value oriented approach, NAM evaluates securitiesequities and sectorsasset allocation that resulted from the FAF transaction.

    Symphony Asset Management LLC ("Symphony"), which we acquired on July 16, 2001, focuses on providing risk-controlled returns from in-depth fundamental research and selects what it views as attractive bond structurescross-capital structure analysis in its equity and credit exposures while positioning the portfolio within appropriate maturitystrategies. Symphony's investment platform provides clients access to senior bank loans, high-yield bonds, convertible bonds and duration ranges. For Nuveen's open-endequities through hedge funds, long-only strategies and closed-end funds, NAM providesstructured products such as CLOs. Constructed with rigorous risk controls, Symphony's portfolios are engineered to deliver consistent returns attributable to asset selection in a variety of market conditions.


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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 Company, LLC ("NWQ"), which we acquired on August 1, 2002, 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.equities. NWQ's investment approach concentrates on identifying undervalued companies that ourits investment professionals believe possess catalysts to improve profitability and/or unlock value. NWQ's analysts conduct bottoms-upindependent, bottom-up fundamental research to capitalize on opportunities that may be created by investor over-reaction,overreaction, 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 Company, LLC ("Santa Barbara"), which we acquired on October 3, 2005, focuses on "blue chip" large through small cap companies that exhibit stable and consistent earningsdividend growth and had $3.7 billion in assets under management as of June 30, 2009, representing 3% of our assets under management.equities. Santa Barbara's investment philosophy is based on the belief that dividend growth companies can provide above-market returns while also minimizing the potential for market volatility. Santa Barbara employs an active bottom-up and research-driven approach to invest in companies that it believes are well managed, have demonstrated an ability to grow revenueinvesting, focusing on quantitative metrics such as dividend growth, free-cash flow and earnings growth, and qualitative metrics such as a company's commitment to dividends, management quality and competitive positioning. Santa Barbara's investment process leads to a total-return perspective in a stable and consistent fashion, consistently generate healthy returnssegment that has historically been focused on capital and maintainyield alone. This differentiated point of view creates a conservative capital structure. Investment emphasis for equities is on stable growth companies based on factors such as profitability, ratedividend-oriented strategy that encompasses a wide range 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.companies.

            Tradewinds Global Investors, LLC ("Tradewinds"), which was spun out of NWQ during the first quarter of 2006, 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.international equities. 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. Tradewinds selects securities by conducting rigorous, independent, bottom-up fundamental analysis. Key elements of the process include fundamental valuation metrics, qualitative factors such as supply and demand, and independent thought.

            Winslow Capital Management, LLC ("Winslow Capital"), which we acquired on December 26, 2008, focuses on large-cap growth equities,equities. Winslow Capital selects quality companies based on fundamental research performed by its highly experienced team. Portfolios are constructed with the goal of achieving above-average earnings growth of three types: consistent and had $6.0sustainable; quality cyclical; and newer, more rapid. Portfolio risk is primarily managed by strong buy and sell disciplines, while seeking to produce consistent outperformance over time.

    Gresham Investment Management LLC ("Gresham"), which we acquired on December 31, 2011, specializes in the management of diversified commodity investment portfolios using commodity futures and options. Gresham offers several diversified commodity investment programs designed to provide its clients the benefits of systematic exposure to a wide range of commodities and commodity groups, including a decrease in volatility and a concomitant increase in risk-adjusted returns. We initially acquired 60% of the equity interests of Gresham and will have the option to purchase an additional 5%, 5% and 10% of the equity interests of Gresham upon the third, fourth and fifth anniversaries of the closing, respectively.

            Certain of the investment products that we market and distribute are managed in whole or in part through sub-advisory relationships with specialized, third-party investment managers, including Advisory Research, Inc. (formerly FAMCO), which advises with respect to energy MLPs, Gateway Investment Advisers, LLC, which advises with respect to equity option strategies, INTECH Investment Management LLC, which advises with respect to mathematical equity strategies, Security Capital Research & Management Incorporated, which advises with respect to real estate investment trusts ("REITs"), Spectrum Asset Management, Inc., which advises with respect to preferred securities, Wellington Management Company LLP, which advises with respect emerging market debt, Altrinsic Global Advisors, LLC, which advises with respect to international value equity, and Lazard Asset Management LLC, which advises with respect to emerging markets equity. We have no equity interests


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    in these sub-advisors. As of December 31, 2013, approximately $7.4 billion in assets under management, as of June 30, 2009, representing 5%3% 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 ourtotal 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 and Services

    Diversification of Assets Under Management

            Our assets under management are highly diversified by investment product and strategy. The following table provides information regarding the composition of our assets under management at December 31, 2013, 2012 and 2011:

     
     December 31, 
     
     2013 2012 2011 
     
     (dollars in millions)
     

    Product

              

    Retail Advisory

     $87,692 $86,469 $84,096 

    Institutional

      62,229  60,707  72,665 

    Structured Products

      70,583  71,379  63,335 
            

    Total

     $220,504 $218,555 $220,096 
            
            

    Strategy

              

    Credit Based Strategies

     $118,536 $120,910 $104,037 

    Equity Based Strategies

      77,099  72,474  95,817 

    Multi-Strategy and Alternative Assets

      24,869  25,171  20,242 
            

    Total

     $220,504 $218,555 $220,096 
            
            

            We present information regarding our assets under management in three categories of investment products and services: retail advisory, institutional, and structured products. Our retail advisory category represents Nuveen-sponsored open-end funds and retail managed accounts. Our institutional category represents institutional managed accounts, sub-advised mandates and Nuveen-sponsored UCITS funds. Our structured products category represents Nuveen-sponsored closed-end funds, CLO/CDOs, commodity exchange-traded products, and private funds.

            We also present information regarding our assets under management in three categories of investment strategy: credit based strategies, equity based strategies and multi-strategy and alternative assets. Our credit based strategies include national and state specific municipal bond, investment grade, global and high-yield bond, floating-rate bank loan, preferred security and other taxable fixed-income strategies. Our equity based strategies include growth equity, value equity, global and international equity, equity income, core equity, and equity index strategies. Our multi-strategy and alternative assets strategies include quantitative and enhanced equity, asset allocation, balanced strategies, real asset and commodity strategies.

    Retail Advisory

            InstitutionalOpen-End Mutual Funds.    As of December 31, 2013, we sponsored 105 open-end mutual funds with $51.2 billion of assets, or 23% of our total assets under management. Our mutual funds feature a range of investment strategies, including value, growth, and core equities, global and international equities, quantitative and enhanced equities, equity index, real asset, commodity, targeted asset allocation, taxable fixed-income and national and state-specific municipal bonds. These funds


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    continuously offer to sell and redeem their shares at prices based on the daily net asset values of their portfolios. Investors in the mutual funds can redeem their investments in those funds at any time without prior notice. Each of our boutique investment management affiliates provides sub-advisory services to our sponsored mutual funds.

            Retail Managed Accounts.    We provide tailored investmentcontinue to be a leading provider of asset management services to institutionsretail managed account programs, commonly known as managed account or wrap programs. As of December 31, 2013, we had $36.5 billion of assets under management in retail managed account programs, representing 17% of our total assets under management. A managed account is a private portfolio of actively managed, individual securities, which offers investors increased portfolio transparency, tax management capabilities and individuals through traditional managed accounts.flexible portfolio tailoring. Managed accounts are individual portfolios comprised primarily of stocks and bonds thataccount or wrap programs typically allow securities brokers or other financial intermediaries to offer investorstheir clients the opportunity forto choose from a greater degreenumber of customization than packaged products.asset management services pursuing different investment strategies provided by one or more asset managers, and generally charge an all-inclusive fee that covers investment counseling, portfolio management, brokerage fees and ongoing account administration. Our retail managed account offerings provide investors with access to the diversified capabilities of our boutique investment management affiliates.

    Institutional

            Our institutional investors include large-capfinancial institutions and other corporate clients, pension and retirement plans, governmental entities, charities, endowments, foundations and family offices. Our institutional clients are provided with direct access to the broadly diversified capabilities of our boutique investment management affiliates. Together, we offer institutional clients a wide range of investment choices to meet their investment objectives, including value, growth, and value accounts, small-capcore equities, global and mid-cap growthinternational equities, quantitative and value accounts, small-cap core accounts, international equity accounts, blends of stocksenhanced equities, real asset, commodity, market-neutral alternative strategies, taxable fixed-income and bonds,national 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.state-specific municipal bonds.

    Structured Products

            Closed-End Funds.    As of June 30, 2009,December 31, 2013, we sponsored 125103 actively managed closed-end funds thatwith an industry-leading $54.8 billion of assets, or 25% of our total assets under management. Our closed-end funds feature a range of equity, balancedinvestment strategies, including national and fixed-income investment strategies. Of these funds, 104 invest exclusively instate-specific municipal securities. The remaining 21 funds invest in a variety ofbonds, floating rate debt, and/or equity securities, includingglobal debt, preferred securities, senior loans, REITS, as well as common shares of both U.S.mortgage backed securities, global and non-U.S. companies.domestic equity, equity income, equity option, real assets and energy MLP. 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 NYSE MKT) 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. TheEach of the funds' Boardboard of Trusteestrustees 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, 101As of December 31, 2013, 75 out of the 125103 closed-end funds we sponsor seek to enhance common share distributions and total returns on average over time through the use of leverage. These fundsEach fund's board 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. TheA 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 Trusteesboard 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,        CLO/CDOs.    Symphony acts as collateral manager for several collateralized loan obligations and one collateralized debt obligation (collectively, the "CLO/CDOs"). In general, CLO/CDOs are entities that issue multiple tranches of securities collateralized by investment product, neta pool of assets managed by the Company at December 31 for eachthat consists primarily 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, basedsyndicated loans. Distributions 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 fundssecurities are based on the performance of the accounts. With respectcollateral pool and the multiple tranches of securities offer investors varying credit risk characteristics. As of December 31, 2013, we managed $6.1 billion of assets in CLO/CDOs.

            Private Funds.    As of December 31, 2013, we managed $9.2 billion of assets in private funds. Symphony manages private funds featuring both credit and equity based alternative investment strategies, including long-short credit, convertible arbitrage, tactical asset allocation, long-short equity and market neutral equity. Gresham manages private funds that provide exposure to mutuala wide range of commodities through the use of commodity futures and options. Investors in our private funds can typically redeem their investments on fairly limited or no prior notice.

            Commodity Exchange-Traded Products.    As of December 31, 2013, we sponsored 2 commodity-based exchange-traded products with $0.5 billion of assets. These products are closed-end commodity pools whose shares are purchased and closed-end funds,sold on the NYSE MKT. These products are designed to offer regular cash flow from broadly diversified, actively managed portfolios of commodity futures and options. Both of our commodity exchange-trade products are sub-advised by Gresham. These products are not registered investment companies under the Investment Company Act.

    Investment Management Contracts and Fees

            We derive substantially all of our revenues from the investment advisory fees we receive fees based eitherearn under the investment management contracts we enter into with our clients (or a financial intermediary acting on each fund's average daily net assetstheir behalf). These contracts usually specify, among other things, the applicable management fee and investment strategy, and are generally terminable without penalty by the client on 60 or onfewer days' notice. Typically, investment management contracts may not be assigned (including as a combinationresult of a transaction that would constitute an assignment under the Investment Advisers Act, such as a direct or indirect change of control) without the prior consent of the average daily net assetsclient. When the client is a U.S. registered mutual fund or closed-end fund (whether or not we sponsor the fund), the fund's board, including a majority of independent board members, must annually approve the investment management contract, and gross interest income.both the board and fund shareholders must approve any assignment of the contract (including as a result of a transaction that would constitute an assignment under the Investment Company Act).


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            Advisory fees, net of sub-advisory fees, fee waivers and expense reimbursements, earned on managed assets for each of the past three years andunder management for the six monthsyears ended June 30, 2009December 31, 2013, 2012 and 20082011 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 
                
     
     Year Ended December 31, 
     
     2013 2012 2011 
     
     (dollars in millions)
     

    Product

              

    Retail Advisory:

              

    Mutual Funds

     $285,626 $264,023 $263,116 

    Retail Managed Accounts

      104,652  118,134  142,244 
            

      390,278  382,157  405,360 
            

    Institutional

      
    210,758
      
    254,085
      
    260,247
     
            

    Structured Products:

              

    Closed-End Funds

      347,403  330,738  297,589 

    All Other

      28,975  24,749  10,704 
            

      376,378  355,487  308,293 
            

    Total

     $977,414 $991,729 $973,900 
            
            

            Our advisory fees are generally based on a percentage of the market value of the assets we manage and therefore our advisory fee schedules currently provide for maximum annual fees ranging from 0.40% to 0.75%revenue will generally rise and fall with the level of our assets under management. Changes in the caselevel of our assets under management are primarily a result of two factors: (1) the market value of the municipalassets held in the investment portfolios we manage; and taxable fixed(2) our investment product net flows, which represents sales/reinvestments (inflows) minus redemptions (outflows). Asset mix also impacts our advisory fee revenue due to the differences in fee rates earned on each product and strategy. For example, the fee rate for a product having an equity based strategy, multi-strategy or alternative asset strategy will generally be higher than the fee rate on the same product having a credit based strategy.

    Income from CLOs/CDOs

            Income from consolidated CLOs/CDOs represents the retained income earned by Nuveen Investments in connection with the consolidated CLOs/CDOs attributed to the collateral management agreement with the CLOs/CDOs.

     
     Year Ended December 31, 
     
     2013
     2012
     2011
     
     
     (dollars in thousands)
     

    Advisory based income

     $27,513 $21,668 $16,008 

    Performance based/other income

      23,317  11,730  3,247 
            

    Total

     $50,830 $33,398 $19,255 
            
            

            Income from CLOs/CDOs increased $17.4 million during the year ended December 31, 2013 compared to the prior year primarily as a result of higher performance based income.

    Nuveen-Sponsored Mutual Funds and Closed-End Funds

            We earn investment management fees for serving as an investment adviser to the 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, exceptthat we sponsor (the "Nuveen funds"), which are paid on a monthly basis. The management fee 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,each mutual fund is based on 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 fundaverage daily net 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.such fund.


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            EachThe management fee with respect to each closed-end fund is based on the average daily managed assets of such fund, which includes assets that are attributable to financial leverage. The management fee with respect to each Nuveen fund consists of two components—a fund-level fee, based only on the amount of assets of such fund, and a complex-level fee, based on the aggregate amount of assets of all Nuveen funds. The fund-level fee schedule for each Nuveen fund has asset-based breakpoints, whereby a lower fee rate is applied to the amount of such fund's assets above each breakpoint. The complex-level fee rate decreases as the aggregate amount of assets of all Nuveen funds increases. The complex-level fee is also subject to certain adjustments with respect to assets added to the Nuveen fund complex in connection with the assumption of the management of the former First American Funds that occurred as a result of our open-end and closed-end funds has entered into an investment management agreement with NAM. Although the specific termsacquisition 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 andFAF Advisors 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.2010.

            Each Nuveen fund bears all expenses associated with its operations, including the costs associated with the issuance and redemption of securities, where applicable. The Nuveen funds do not bear compensation expenses of directors or officers of the fundNuveen funds who are employed by Nuveen.Nuveen Investments. Some of our investment management agreements with Nuveen funds provide that, to the extent certain enumerated expenses exceed a specified percentage of a Nuveen fund's or a portfolio's average net assets for a given year, NAMwe 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 or other reasons. Reimbursed expensesFee waivers and expense reimbursements with respect to the Nuveen funds totaled $11.7 million, $14.1 million and $17.7 million for mutual funds, including voluntary waivers, totaled $3.2 million during the yearyears ended December 31, 20082013, 2012 and $2.9 million during the six months ended June 30, 2009.2011, respectively. We expect to continue voluntary waivers at our discretion. Thediscretion and the amount of such waivers may be more or less than historical amounts.

            PursuantAs discussed above, certain of the investment products that we market and distribute are managed in whole or in part through sub-advisory relationships with specialized, third-party investment managers. Sub-advisory fees paid in respect of the Nuveen funds for the years ended December 31, 2013, 2012 and 2011 were $34.9 million, $31.9 million and $35.5 million, respectively.

    Managed Accounts

            For managed accounts, advisory fees are negotiated with our clients (or a financial intermediary acting on their behalf) and are based primarily on asset size, portfolio complexity and individual needs. With respect to sub-advisory agreements with NAM, Institutional Capital Corporation ("ICAP") performs portfolio management services formanaged accounts, we generally receive fees on a portionquarterly 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 Nuveen Multi-Manager Large-Cap Value Fund; Security Capital Research & Management Incorporated ("SC") performs portfolio management servicesaverage asset value 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.the period.

    Performance Fees

            We pay ICAP, SC, WM, SM, INTECH and GA a portfolio advisory fee for sub-advisory services. The sub-advisoryalso may earn performance fees are based onunder 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 assignedthat we enter into with respect to another manager withoutcertain institutional accounts and private funds that we advise. Performance fees are calculated in a number of ways but are generally earned when the client's consent. The term "assignment" is broadly defined under this Act to include any directinvestment performance of such fund or indirect transferaccount meets or exceeds a specified benchmark during a measurement period. Our performance fee revenue for the years ended December 31, 2013, 2012 and 2011 was $22.1 million, $51.9 million and $8.8 million, representing 2%, 5% and 1% of the contract or of a controlling block of the advisor's stock by a security holder.our total revenues, respectively.

    Investment Product and Service Distribution

            We distribute our investment products and services including separately managed accounts, closed-end fundsto retail and mutual funds,institutional investors primarily through registered representatives associated with unaffiliatedintermediaries, including national and regional broker-dealers, independent broker-dealers, commercial banks private banks, broker-dealer affiliatesand trust companies, insurance companies, consultants and investment advisors. None of insurance agencies and independent insurance dealers, financial planners, accountants, and tax consultants ("retailthese third-party distribution firms") and through unaffiliated consultants serving institutional markets.relationships represented more than 10% of our consolidated operating revenues during 2013, 2012 or 2011.


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    Retail Distribution

            We also providedistribute our investment products and services directly to institutional investors.retail investors through the efforts of our centralized sales and services, marketing and product management teams, which creates efficiencies of scale and provides our boutique investment management affiliates with greater client access and cross-sell opportunities. Our retail distribution is conducted primarily through third-party financial intermediaries. Our retail sales strategy is to maximize the accessibility and distribution potentialdrive adoption of its investmentour retail advisory products by maintaining strongthese intermediaries by taking a relentless approach to client education, service and support, by increasing our brand profile, and by aligning our products with the objectives of these third-party distributors. Our retail sales and services group has distribution capabilities across multiple channels, including deep relationships with a broad array ofin the wirehouse, regional broker-dealer, independent broker-dealer, registered representativesinvestment advisor and independent advisors and consultants.private client channels. We have well-established relationshipsa highly experienced, consultative retail sales force consisting of 145 sales professionals and 21 sales support staff, which works closely 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 inapproximately 100,000 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.advisors. In addition, we have a registered representative's abilitywealth management services group that provides consulting services 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 independentfinancial advisors and consultants who distribute our products, to help them develop investment portfoliothrough white papers, webinars, conferences 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 professionalsworkshops, which offer expertise and guidance on a number of topics including wealth management strategies, practice management development, asset allocation and portfolio construction.

            As partInstitutional Distribution

            We offer our investment products to institutional clients directly and by marketing our services to the investment consultants that advise them. Our institutional investors include financial institutions and other corporate clients, pension and retirement plans, governmental entities, charities, endowments, foundations and family offices. Each of our assetboutique investment management business, we earn revenue uponaffiliates has its own, dedicated institutional sales team. These teams receive support from our centralized institutional sales, marketing and product management teams. Our centralized institutional sales team has deep relationships with over 100 consulting firms and also provides direct sales support, which provides our boutique investment management affiliates with greater client access and cross-sell opportunities. In addition, our centralized product development group helps our institutional sales teams cultivate client relationships through the distributiondevelopment of solutions-oriented strategies and products. Our centralized global sales group partners with our affiliate and centralized institutional sales teams in developing international sales of our mutual fundsinvestment products and upon the public offering of new closed-end exchange-traded funds. We do not earn distribution revenue upon the establishment of managed accounts.services.


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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.Distribution and 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.Revenues

            All of ourthe mutual funds that we sponsor have adopted distribution plans as permitted by the Investment Company Act, which provide for payment of ongoing distribution fees (so-called "12b-1 fees") for the sale and distribution of shares, and service fees for personal and/or shareholder account services. Distribution fees reimburse us for sales commissions paid to financial intermediaries and for distribution services provided. Each distribution plan is initially approved, and its subsequent continuance must be approved annually, by the board of each fund, including 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%majority 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%independent members 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.board.

            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 incurredWe earn underwriting fees 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 certainpublic offerings of our mutual funds atclosed-end funds. The level of underwriting fees earned in any given year will fluctuate depending on the number of initial and secondary offerings, the size of the offerings and the extent to which we participate as a price equal tomember of 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 forsyndicate group underwriting 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.offerings.

            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


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    providing individual managed account services to investors in early 1995, and since 1997 we have offered an increasingly wide range of equity-based managed accountsequity, credit and fundsalternative strategies to investors in a number of product wrappers. The expansion of our target markets.investment capabilities has resulted from both acquisitions and continued product development.

            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"). We were incorporated as a holding company for John Nuveen & Co. Incorporated (now named Nuveen Securities, LLC), a registered broker-dealer and the predecessor of our Company, (now named Nuveen Investments, LLC),which 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.Francisco, California. 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 severalSince the acquisition, Symphony's product offerings have grown to include senior bank loans, high-yield bonds, convertible bonds and equities through hedge funds, long-only portfolios for us.strategies and structured products such as CLOs.

            On August 1, 2002, we completed the acquisition of NWQ, Investment Management, an asset management firm that specializesinstitutional investment manager based in Los Angeles, California. The acquisition enhanced our investment capabilities in value-oriented equity investments.strategies. NWQ has significant relationships among institutionssince expanded its products offerings to include flexible income and financial advisors serving high-net-worth investors.core fixed income strategies.

            On April 7, 2005, TRV sold approximately 40 million50% of the 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 Investments had been sold.

            On October 3, 2005, we completed the acquisition of Santa Barbara, Asset Management.an investment manager based in Santa Barbara, specializesCalifornia. The acquisition enhanced our investment capabilities in mid-growth-oriented equity strategies. Since the acquisition, Santa Barbara's business has evolved to large-capfocus on dividend growth equity strategies, including domestic, global and small- to mid-cap growth equities, primarily serving institutions and high-net-worth investors.international equities.

            InDuring 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 managedmanaging NWQ's international and global value portfolios as part of NWQ.

            On April 30, 2007, we acquired HydePark Investment Strategies, which specializes in enhancedwas spun out to form Tradewinds. Since that time, Tradewinds' product offerings have expanded to include all-cap value, global all-cap, emerging markets and Japan 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 specializesan investment manager based in Minneapolis, Minnesota. The acquisition enhanced our investment capabilities in large-cap growth equities.

            During the fourth quarter of 2010, we assumed the role of investment advisor for five closed-end funds previously managed by IQ Investment Advisors LLC with aggregate assets under management of $1.1 billion.

            On December 31, 2010, we completed the acquisition of the long-term asset management business of U.S. Bank National Association's FAF Advisors, including the assets of FAF Advisors used in providing investment advisory services to the long mutual funds marketed under the First American


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    funds name (the "FAF Transaction"). We acquired FAF Advisors' long-term asset management business in exchange for cash consideration of $62.5 million and a 9.5% equity interest in Holdings. In addition, we agreed to assume U.S. Bank National Association's obligation to make compensatory payments of approximately $17.5 million, which we made in the first quarter of 2011. Largely as a result of the FAF Transaction, we increased our mutual fund assets under management from $25.4 billion as of immediately prior to the FAF Transaction to over $43.9 billion as of December 31, 2011.

            On December 31, 2011, we completed the acquisition of 60% of the equity interests of Gresham (the "Gresham Transaction"). We purchased 60% of the equity interests of Gresham for approximately $285 million in cash. In addition, we may become periodically obligated to pay the sellers additional consideration contingent upon growth in Gresham's EBITDA during the five years following the closing of the Gresham Transaction. We will have the option to purchase an additional 5%, 5% and 10% of the equity interests of Gresham upon the third, fourth and fifth anniversaries of the closing of the Gresham Transaction, respectively. The purchase price for such additional equity interests will be determined by reference to Gresham's EBITDA.

    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 alsoa highly competitive global industry and we are 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 underwritingprincipal product categories and distribution causes higher distribution costs, our net revenue and earnings will be reduced.

            We encounter significant competition in all areas of our business.channels. We compete with other investment managers, mutual fund advisors,management companies, as well as brokerage and investment banking firms, insurance companies, hedge funds,private equity firms, 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. OurAccording to the Investment Company Institute, during 2012, there were more than 770 investment managers that competed in the U.S. fund market. There are relatively few barriers to entry in the investment management industry and periodic establishment of new investment management firms and investment products increases the competition that we face. Consolidation within the investment management industry continues to alter the competitive landscape, creating stronger competitors with greater financial resources and broader distribution channels.

            Competition in the investment management industry is based on various factors, including, among others, business reputation, investment performance, product offerings and innovation, scope and quality of service, distribution capability, and fees charged. We believe that our ability to successfully compete in this market is basedhighly dependent on the following factors: our ability ability:

      to achieve consistently strong investment performance;

      to maintain and build upon our existing distribution relationships and continue to build new ones;

      to offer a broad range of investment choices;

      to develop new, appropriately priced investment products that are well suited for our distribution channels and attractive to underlying clients andmeet the changing needs of investors; to offer multiple investment choices;

      to provide effective shareowner servicing;

      to retain and strengthen the confidence ofour business reputation and our relationship with 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

            The relative importance of each of these factors can vary depending on the distribution channel and the type of 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,service involved, 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 andwell as general market conditions.


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

    Employees

            At June 30, 2009,December 31, 2013, we had 9171,223 full-time employees. EmployeesOur 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. None of our employees are currently represented by labor unions or trade councils or covered by a collective bargaining agreement. We consider our relations with our employees to be good.

    Properties

            We are headquartered in Chicago, IL, and have other primary offices in Minneapolis, MN, Los Angeles, CA, San Francisco, CA, Santa Barbara, CA, Radnor, PA and Minneapolis, MN.New York, NY. We also have four small regionala number of smaller offices and executive suites in other locations, primarily to support our sales representatives.foreign and domestic locations. We lease approximately 396,000380,000 square feet of office space across the country. Management believesin total. We do not own any of our offices. We believe that ourthese facilities are adequate for our current needs and that suitable additional or substitute space will be available as needed to serve its currently anticipated business needs.accommodate any expansion of our operations.

    Intellectual Property

            We have used, registered, and/or applied to register certain trademarks, service marks and trade names to distinguish our investment products and services from our competitors in the U.S. and in foreignother countries and jurisdictions. We enforcebelieve we take appropriate action against infringements or misappropriations of our service marks and other intellectual property rights in the U.S. and abroad.by others.

    Regulatory

            EachOur business is subject to complex and extensive regulation by various regulatory authorities, including foreign and domestic governmental agencies and self-regulatory organizations. This regulatory environment may be altered without notice by new laws or regulations, revisions to existing regulations or new interpretations or guidance. Changes in these laws or regulations could have a material adverse impact on our business, our profitability and mode of operations, and could require that we incur substantial cost or curtail our operations or investment offerings. Regulatory authorities may also conduct examinations or inspections 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 failoperations. Our failure to comply with suchapplicable laws and regulations. In such an event, the possible sanctions, whichor regulations could result in disciplinary or enforcement action with penalties that may be imposed, include the suspensiondisgorgement of fees, fines, suspensions of individual employees, limitations or restrictions on our engaging in the investment management business for specified periods of time, the revocation of the advisors' registrations as investment advisorsnecessary to conduct our business, or other censurescensures. Even in the absence of wrongdoing, regulatory inquiries or proceedings could cause substantial expenditures of time and fines.capital and result in reputational damage. Global financial regulatory reform initiatives are likely to continue to result in more stringent regulation of the financial services industry in which we operate, which could adversely affect our business. Due to the extensive laws and regulations to which we are subject, we must devote substantial time, expense and effort to remaining current on, and addressing, legal and regulatory compliance matters. Moreover, this effort extends to changes in law or regulation that are not directly applicable to us but which may alter the markets for the assets we manage and therefore have an indirect impact upon our business.

            Under the Investment Company Act, if oneEach of our investment advisormanagement subsidiaries, including NAM, Symphony, NWQ, Santa Barbara, Tradewinds, Winslow Capital and Gresham, is registered with the SEC under the Investment Advisers Act. The Investment Advisers Act imposes numerous obligations on registered investment advisers, including fiduciary duties, recordkeeping, operating and marketing requirements, disclosure obligations and prohibitions on fraudulent activities. In addition, 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 entityinvestment management subsidiaries are subject to such sanctionERISA and its affiliates would become ineligible to regulations promulgated thereunder, insofar as they 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 priora


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    clearance of all transactions in securities of our company and other restrictions are imposed"fiduciary" 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 in our closed-end fund securities. Allinvolving ERISA plan clients and provide monetary penalties for violations of these prohibitions. Certain of our employeesinvestment advisor subsidiaries are considered access personsalso subject to regulation under the laws of, and to supervision by, governmental authorities in certain foreign jurisdictions, including Australia, Canada and Ireland.

            Certain of our subsidiaries, including Gresham, are registered with the CFTC under the Commodities Exchange Act as sucha commodity trading advisor and/or a commodity pool operator and are subject to additional restrictions with respect toregulation by 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 securitiesNational Futures Association. CFTC rules impose numerous obligations on commodity trading advisors and restricts certain transactions so as to seek to avoid the possibility of improper use of information relating to the management of client accounts.commodity pool operators, including disclosure, reporting and recordkeeping requirements.

            Our subsidiary, Nuveen Investments,Securities, LLC, is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and is subject to regulation by the SEC, FINRA, and other federal and state agencies and self-regulatory organizations. Nuveen Investments,Securities, LLC is subject to the SEC's Uniform Net Capital Rule,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,Securities, LLC. The regulatory net capital of Nuveen Investments,Securities, LLC has consistently exceeded such minimum net capital requirements. At June 30, 2009,requirements during 2013.

            Our subsidiary, Nuveen Global Investments LLC had aggregate net capital, as defined, of approximately $28.2 million, which exceededLtd. ("Nuveen Global"), has the regulatory minimum by approximately $26.4 million. The securities industry is onepermission of the most highlyFinancial Conduct Authority to conduct a regulated business in the United States,Kingdom. Nuveen Global's primary business purpose is to distribute our investment products in Europe and failurecertain other international markets. Under the Financial Services and Markets Act of the United Kingdom, Nuveen Global is subject to complycertain capital requirements that may limit our ability to make withdrawals of capital from Nuveen Global.

            Each of the Nuveen funds is registered with relatedthe SEC under the Investment Company Act, which imposes numerous obligations on registered funds, including recordkeeping, operating and marketing requirements and disclosure obligations. Except for privately offered funds exempt from registration, each of our domestic funds is required to make notice filings with all states in which they are offered for sale. Certain of the Nuveen funds, our commodity exchange-traded products and certain of our private funds are regulated by the CFTC. Nuveen-sponsored UCITS are domiciled in Ireland and registered for public sale in several countries around the world and are subject to the laws of, and to supervision by, the governmental authorities of those countries. Our offshore private funds are subject to the laws and regulations can resultregulatory bodies of the jurisdictions in which they are domiciled. Our closed-end funds and commodity exchange-traded products are subject to the revocationrules of, broker-dealer licenses, the imposition of censures or fines and the suspension or expulsion of a firm and/or its employees fromsupervision by, the securities business.exchanges on which their shares are listed.

    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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    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            Holdings owns 100% of the issued and outstanding shares of common stock of Parent, which, in turn, owns 100% of the issued and outstanding shares of common stock of the Issuer. Holdings has two classes of limited liability company interests outstanding, which are classified as Class A Units and Class A-Prime Units. Each of the Class A Units and Class A-Prime Units has the rights, privileges, restrictions and limitations that are set forth in the limited liability company agreement of Holdings. As of March 13, 2014, Holdings had 365,773,104.38 Class A Units and 3,420,000 Class A-Prime Units outstanding. The number of Class A Units outstanding does not include the deferred Class A Units awarded to employees and directors under our equity-based compensation plan, which may be settled, at the Company's discretion, in the form of Class A Units or cash.

            The following table sets forth certain information as of March 13, 2014 with respect to Class A Units of Holdings beneficially owned by (i) each person known by us to be the beneficial owner of more than 5% of the outstanding Class A Units, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and executive officers as a group.

            The amounts and percentages of Class A Units beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person's ownership percentage, but not for purposes of computing any other person's percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

            Except as indicated in the footnotes to the table, to our knowledge, each of the unitholders listed below has sole voting and investment power with respect to the Class A Units owned by such


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    unitholder. Unless otherwise noted, the address of each beneficial owner of Class A Units is c/o Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606.

     
     Class A Units(1) 
    Name of Beneficial Owner
     Number of
    Class A Units
    Beneficially
    Owned
     Percent of
    Class
     

    Principal Unitholders:

           

    MDP Funds(2)(3)

      215,667,655.18  59%

    U.S. Bancorp(4)

      33,837,951.21  9%

    Partners Group(5)

      33,842,230.93  9%

    Directors and Named Executive Officers:

           

    John P. Amboian(6)

      4,007,510.81  1%

    Glenn R. Richter

      538,192.26  * 

    Thomas S. Schreier, Jr. 

      451,625.92  * 

    William Adams IV

      432,590.00  * 

    John L. MacCarthy

      473,768.29  * 

    Terrance R. Dolan(7)

        * 

    Vahe A. Dombalagian(8)

        * 

    Frederick W. Eubank II(9)

        * 

    Timothy M. Hurd(10)

        * 

    Edward M. Magnus(10)

        * 

    Samuel M. Mencoff(2)

        * 

    Eugene S. Sunshine

      28,920.00  * 

    Mark B. Tresnowski(8)

        * 

    Peter S. Voss

      28,920.00  * 

    All Directors and Executive Officers as a group (15 persons)

      6,074,487.28  2%

    *
    Indicates less than 1%

    (1)
    These columns do not include unsettled deferred Class A Units awarded to employees and directors under our equity-based compensation plan, which may be settled, at the Company's discretion, in the form of Class A Units or cash.

    (2)
    The limited liability company agreement of Holdings provides that the business and affairs of Holdings will be managed by the board of managers of Holdings. Members of the board of managers of Holdings are appointed pursuant to the limited liability company agreement of Holdings, under which MDP has the right to appoint six members, an affiliate of U.S. Bancorp has the right to appoint one member, the Nuveen Investments chief executive officer serves as a member and a majority of the members of the board may appoint up to three independent members. The MDP entities described below, John A. Canning, Paul J. Finnegan and Samuel M. Mencoff may be deemed to beneficially own all the outstanding shares of common stock of the Issuer indirectly beneficially owned by Holdings, directly held by its wholly owned subsidiary, Parent. Each of such MDP entities and Messrs. Canning, Finnegan and Mencoff disclaim beneficial ownership of such shares of common stock of the Issuer.

    (3)
    Represents (i) 163,440,186.76 Class A Units directly held by MDCP Holdco (Windy), LLC ("MDCP Holdco") and (ii) 52,227,468.42 Class A Units directly held by MDCP Co-Investors (Windy), L.P. ("MDCP Co-Investors" and, together with MDCP Holdco, the "MDP Funds"). The managers of MDCP Holdco are Madison Dearborn

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      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 MDCP Co-Investors. All of the Class A Units directly held by the MDP Funds may be deemed to be beneficially owned by MDP V-A&C. As the sole members of a committee of MDP V-A&C that has the power, acting by majority vote, to vote or dispose of the Class A Units directly held by the MDP Funds, John A. Canning, Paul J. Finnegan and Samuel M. Mencoff may be deemed to have shared voting and investment power over such Class A Units. Each of MDP V-A&C and Messrs. Canning, Finnegan and Mencoff disclaim beneficial ownership of such Class A Units except to the extent of each of such person's pecuniary interests therein. The address for each of the foregoing entities and persons is c/o Madison Dearborn Partners, LLC, Three First National Plaza, 70 West Madison Street, Suite 4600, Chicago, Illinois, 60602. MDCP Holdco also holds 3,420,000 Class A-Prime Units of Holdings, which represent the right to participate in distributions from Holdings above a certain threshold amount of distributions to the holders of Class A Units, and which currently have a liquidation value of $0.00 based on a valuation analysis of the "fair market value" of total Company equity performed by a third party valuation firm.

    (4)
    Represents 33,837,951.21 Class A Units directly held by Firstar Capital Corporation, which is an indirect wholly owned subsidiary of U.S. Bancorp. The address for each of the foregoing entities is c/o U.S. Bancorp, 800 Nicollet Mall, Minneapolis, Minnesota 55402.

    (5)
    Represents 33,842,230.93 Class A Units directly held by Monarch Opportunities Holdings, LLC, which is an investment fund affiliated with Partners Group AG.

    (6)
    Mr. Amboian disclaims beneficial ownership of 1,950,000 Class A Units included in the table above, which are beneficially owned by family members who reside in his household. The Class A Units are reported on the presumption that Mr. Amboian may share voting and/or investment power because of the family relationship.

    (7)
    Mr. Dolan is an employee of an affiliate of Firstar Capital Corporation, but he disclaims beneficial ownership of the Class A Units beneficially owned by Firstar Capital Corporation.

    (8)
    Messrs. Dombalagian, Mencoff and Tresnowski are each an employee of an affiliate of the MDP Funds, but each disclaims beneficial ownership of the Class A Units beneficially owned by the MDP Funds except to the extent of each of such person's pecuniary interests therein. The address for Messrs. Dombalagian, Mencoff and Tresnowski is c/o Madison Dearborn Partners, LLC, Three First National Plaza, 70 West Madison Street, Suite 4600, Chicago, Illinois, 60602.

    (9)
    Mr. Eubank is a managing partner of Pamlico Capital II, L.P., which holds 12,600,389.85 Class A Units, but he disclaims beneficial ownership of the Class A Units beneficially owned by Pamlico Capital II, L.P., except to the extent of his pecuniary interests therein.

    (10)
    Messrs. Hurd and Magnus are each a former employee of an affiliate of the MDP Funds, but each disclaims beneficial ownership of the Class A Units beneficially owned by the MDP Funds except to the extent of each of such person's pecuniary interests therein.

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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 affiliates of 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 were 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 contained customary indemnification provisions in favor of MDP and the other equity investors party thereto. The management services agreement was terminated on July 26, 2013. No fees were paid under this agreement to MDP or any of the other equity investors during the fiscal year ended December 31, 2013.

    MDP Investment in a CLO managed by Symphony

            In 2007, an affiliate of MDP 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 multiple tranches of securities that are collateralized by a pool of assets that consists primarily of syndicated loans and other debt obligations. 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 set forth in the Symphony CLO V governing documents. We have no equity interest in Symphony CLO V or, except by virtue of Symphony's management contract, any other interest in it.

    Transactions with MDP

            MDP is a private equity firm that has investments in companies that purchase products or services from, or provide products and services to, us. We believe that such transactions are entered into in the ordinary course of business on terms no less favorable to us than terms that could have been reached with an unaffiliated third party.

    Bank of America Disaffiliation and Related Transactions

            Upon completion of the MDP Transactions, affiliates of BAML Capital Partners (formerly known as Merrill Lynch Global Private Equity) (such affiliates, "BAML") held approximately 32.7% of the equity interests in Holdings. Bank of America Corporation ("Bank of America") is the ultimate parent company of BAML. During February 2011, Holdings, MDP (through its affiliated investment funds), BAML and certain other equity investors in Holdings engaged in a series of transactions pursuant to which, among other things, (i) Holdings issued and sold approximately $82 million in new equity interests to MDP (through its affiliated investment funds), BAML and certain other equity investors in Holdings and used the proceeds therefrom to purchase BAML's relinquishment of certain control rights it held under Holdings' limited liability company agreement and registration rights agreement and (ii) MDP (through its affiliated investment funds) acquired a portion of BAML's equity interest in Holdings such that BAML's equity interest was reduced from approximately 29.5% to approximately 9.5% (together, the "Disaffiliation Transactions"). As a result of the Disaffiliation Transactions, the equity interests in Holdings beneficially owned by MDP (through its affiliated investment funds) increased from approximately 41.6% to approximately 60.6%. Holdings entered into the Disaffiliation Transactions in order to allow us to reduce the level of regulatory-based restrictions that historically had limited our ability to engage in business with Bank of America and its affiliates. Following the Disaffiliation Transactions, certain of our directors and officers were given the opportunity to purchase equity interests in Holdings on substantially the same terms as those offered and sold in connection


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    with the Disaffiliation Transactions. On May 11, 2012, BAML sold its remaining 9.5% equity interest in Holdings to Monarch Opportunities Holdings, LLC (an affiliate of Partners Group Holding AG).

    Transactions with Bank of America and U.S. Bancorp

            Upon completion of the MDP Transactions, BAML held approximately 32.7% of the equity interests in Holdings. Bank of America is the ultimate parent company of BAML. As a result of the Disaffiliation Transactions described above and the subsequent transfer of its remaining equity interests in Holdings, BAML no longer holds any equity interests in Holdings. Throughout the period during which BAML did hold equity interests in Holdings, we regularly engaged in business transactions with Bank of America and its affiliates for the distribution of our open-end funds, closed-end funds and other products and investment advisory services (and continue to engage in such transactions). For example, we participated in "wrap-fee" retail managed account and other programs sponsored by Bank of America and its affiliates through which our investment services were made available to high-net-worth and institutional clients. In addition, we served as sub-advisor to various funds sponsored by Bank of America and its affiliates.

            As a result of the FAF Transaction, Firstar Capital Corporation, an affiliate of U.S. Bancorp, acquired approximately 9.5% of the Company's equity interests. Also in connection with the FAF Transaction, we entered into a strategic investment services agreement with U.S. Bank National Association ("USB"), an affiliate of U.S. Bancorp, pursuant to which we will have an ongoing distribution relationship with USB for a period of five years following the closing of the FAF Transaction. In addition, we agreed to provide certain research and other portfolio services to USB in exchange for fees which, for the fiscal years ended December 31, 2011, 2012 and 2013, equaled approximately $5.0 million, $5.1 million, and $5.3 million, respectively, in the aggregate. USB also serves as the trustee under the indentures for the notes and will serve as exchange agent in connection with the exchange offers.

    Policies and Procedures for Related Party Transactions

            From time to time, we may do business with certain related parties. The board of directors has not adopted a formal written policy for the review and approval of transactions with related parties. However, the board of directors reviews and approves transactions with related parties as appropriate.


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    DESCRIPTION OF OTHER INDEBTEDNESS

    Senior Secured Credit Facility

    Overview

            In connection with the MDP Transactions, we entered into a senior secured credit facility, consisting of a $2.3 billion first-lien term loan facility and a $250 million first-lien revolving credit facility (the "Original Revolving Credit Facility"). At the time of the MDP Transactions, we borrowed the full amount available under the $2.3 billion first-lien term loan facility (the "Original Term Loans"). We used the proceeds from this borrowing to finance part of the MDP Transactions.

            On December 31, 2010, we amended our senior secured credit facility pursuant to which, among other things, we: extended the final maturity of $171.0 million of commitments under the Original Revolving Credit Facility from November 13, 2013 to November 13, 2015 (the "Extended Revolving Credit Facility"), subject to certain springing maturity terms; extended the final maturity of $1.0 billion of Original Term Loans from November 13, 2014 to May 13, 2017 (the "Extended Term Loans"), subject to certain springing maturity terms; and converted $57.0 million of then-outstanding borrowings under our Original Revolving Credit Facility into additional Extended Term Loans.

            On December 30, 2011, we obtained an additional $280.0 million in first-lien term loans (the "Incremental Term Loans") under our senior secured credit facility. All proceeds of the Incremental Term Loans were used to pay a portion of the cash consideration for the acquisition of a controlling interest in Gresham.

            On February 29, 2012, we extended an additional $789.3 million of Original Term Loans into additional Extended Term Loans. On the same date, we refinanced $500.0 million of second-lien term loans that we had obtained under our senior secured credit facility in July and August of 2009 (the "Original Second-Lien Term Loans") by obtaining $500.0 million of new second-lien term loans under our senior secured credit facility (the "New Second-Lien Term Loans"). Proceeds from the Original Second-Lien Term Loans were used to pay down a portion of our first-lien term loans. Proceeds from the New Second-Lien Term Loans were used to repay the $500.0 million of Original Second-Lien Term Loans.

            On September 19, 2012, we amended our senior secured credit facility pursuant to which, among other things, we:

      obtained an additional $365.9 million in first-lien term loans having a final maturity of May 13, 2017 (the "New First-Lien Term Loans"), subject to the springing maturity date described under "—Maturity";

      used a portion of the proceeds from the New First-Lien Term Loans to repay $228.8 million of the $297.9 million of outstanding Original Term Loans along with related fees and expenses;

      extended the final maturity of the remaining $69.1 million of outstanding Original Term Loans from November 13, 2014 to May 13, 2017, subject to the springing maturity date described under "—Maturity";

      used a portion of the proceeds from the New First-Lien Term Loans to repay the $13.9 million outstanding under the Original Revolving Credit Facility and the $108.1 million outstanding under the Extended Revolving Credit Facility, along with related fees and expenses; and

      obtained a new $190.0 million first-lien revolving credit facility (the "New Revolving Credit Facility") having a final maturity of February 12, 2017, subject to the springing maturity date described under "—Maturity," which replaced both the Original Revolving Credit Facility and the Extended Revolving Credit Facility (the "Old Revolving Credit Facilities").

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            After giving effect to the September 19, 2012 amendment, both the Original Term Loans that were extended, and the New First-Lien Term Loans that were obtained in connection with such amendment, had the same terms as the Extended Term Loans and, as a result, the term "Extended Term Loans" includes the extended Original Term Loans and the New First-Lien Term Loans for all purposes herein for any period after September 19, 2012. In addition, as a result of the September 19, 2012 amendment, all of our first-lien term loans, including the Incremental Term Loans, had a final maturity date of May 13, 2017, subject to the springing maturity date described under "—Maturity."

            Effective February 28, 2013, we amended our senior secured credit facility pursuant to which we reduced the interest rate spread applicable to all of the outstanding Extended Term Loans and Incremental Term Loans and all of the outstanding commitments under the New Revolving Credit Facility. In addition, as a result of the February 28, 2013 amendment, we converted the outstanding Extended Term Loans and Incremental Term Loans into a single tranche of outstanding term loans under our first-lien term loan facility (the "Tranche A First-Lien Term Loans").

            Effective April 29, 2013, we amended our senior secured credit facility pursuant to which we reduced the interest rate spread applicable to all of the outstanding Tranche A First-Lien Term Loans and New Second-Lien Term Loans, which are referred to herein for all periods after April 29, 2013 as the "Tranche B First-Lien Term Loans" and the "Tranche B Second-Lien Term Loans," respectively. In connection with the consummation of the April 29, 2013 amendment, we paid call premiums equal to 1.0% and 2.0% of the principal amount of refinanced Tranche A First-Lien Term Loans and New Second-Lien Term Loans, respectively, which totaled approximately $35.6 million, along with other customary fees and expenses.

    Principal Amounts Outstanding

            At December 31, 2013, we had $2.6 billion of outstanding Tranche B First-Lien Term Loans and $500.0 million of outstanding Tranche B Second-Lien Term Loans.

            At December 31, 2013, we did not have any outstanding borrowings under our New Revolving Credit Facility.

    Maturity

            Subject to the springing maturity date described below, the Tranche B First-Lien Term Loans mature on May 13, 2017, the Tranche B Second-Lien Term Loans mature on February 28, 2019, and the commitments and any borrowings under our New Revolving Credit Facility mature on February 12, 2017.

            The Tranche B First-Lien Term Loans, the Tranche B Second-Lien Term Loans and the commitments under our New Revolving Credit Facility are subject to a springing maturity date. The final maturity date for each will change to the 90th day prior to the maturity of our 5.5% senior notes due September 15, 2015 (i.e., June 17, 2015) if, on such date, the aggregate principal amount of all such 5.5% senior notes is equal to or greater than our adjusted EBITDA (as defined in the credit agreement governing our senior secured credit facility) for the most recently ended four fiscal quarters.

            Under the terms of the credit agreement governing our senior secured credit facility, we may refinance (at par or with any applicable premium, costs and expenses) our Tranche B First-Lien Term Loans, Tranche B Second-Lien Term Loans and any borrowings or commitments under our New Revolving Credit Facility through (i) in the case of each of our borrowings other than the New Second-Lien Term Loans, the issuance of first-lien senior notes or loans secured by the collateral securing the obligations under the credit agreement on a pari passu basis, (ii) the issuance of second-lien senior notes or loans secured by the collateral securing the obligations under the credit agreement on a second-lien basis, (iii) the issuance of unsecured senior notes or loans, and/or (iv) the


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    incurrence of new classes of term loans and/or revolving credit commitments under the credit agreement (including through a conversion or exchange of existing term loans and/or existing revolving credit borrowings or commitments into such new classes).

    Prepayments

            The credit agreement permits all or any portion of the borrowings outstanding under our senior secured credit facility to be prepaid at par, except that voluntary prepayments of the Tranche B Second-Lien Term Loans prior to April 29, 2014, would be subject to a 1.0% prepayment premium.

            We may be required to make a mandatory prepayment of the borrowings outstanding under our senior secured credit facility in certain circumstances, including a material sale of our assets in which the proceeds are not reinvested in our business and the accumulation of "excess cash flow," as defined in the credit agreement governing our senior secured credit facility. In addition, upon the occurrence of certain "change of control" transactions, we must make an offer to repay all or any part of each Tranche B Second-Lien Term Loan at a price of 101% of the principal amount thereof plus accrued and unpaid interest thereon.

    Guarantors and Security

            All obligations under our senior secured credit facility are guaranteed by Parent, and each of our present and future, direct and indirect, wholly-owned material subsidiaries (excluding broker-dealer subsidiaries, foreign subsidiaries and domestic subsidiaries whose only assets are equity interests in foreign subsidiaries). The obligations under our senior secured credit facility and these guarantees are secured, subject to permitted liens and other specified exceptions, (i) on a first-lien basis, by all of our capital stock and the capital stock of certain of our subsidiaries (excluding significant subsidiaries (as defined in Rule 1-02 of Regulation S-X under the Securities Act) 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 us or any guarantor and (ii) on a first-lien basis by substantially all of our and each guarantor's present and future assets, except that the Tranche B Second-Lien Term Loans are secured by the same capital stock and assets on a second-lien basis.

    Interest and Fees

            The Tranche B First-Lien Term Loans bear interest at a rate per annum of LIBOR plus a spread of 4.00% (or alternate base rate plus 3.00%), subject to a 25 basis point step-down in the spread if we achieve a senior secured net leverage ratio (as defined below) of 4.00:1.00 or less. The Tranche B Second-Lien Term Loans bear interest at a rate per annum of LIBOR (subject to a 1.25% floor) plus a spread of 5.25% per annum (or alternate base rate (subject to a 2.25% floor) plus 4.25%). Borrowings under the New Revolving Credit Facility bear interest at a rate per annum of LIBOR plus a spread of 5.00% (or alternate base rate plus 4.00%), subject to a 25 basis point step-down in the spread if we achieve a senior secured net leverage ratio of 4.00:1.00 or less but greater than 3.25:1.00, and a 50 basis point step-down in the spread if we achieve a senior secured net leverage ratio of 3.25:1.00 or less. See "Interest Rate Sensitivity" below for a discussion of the Company's interest rate hedging activities.

            In addition to paying interest on outstanding principal of borrowings under our senior secured credit facility, we are required to pay a commitment fee to the lenders in respect of any unutilized loan commitments under the New Revolving Credit Facility at a rate of 0.375% per annum.


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    Covenants

            The credit agreement governing our senior secured credit facility contains a financial maintenance covenant that prohibits us from exceeding a ratio of (i) funded first-lien secured indebtedness (expressly excluding the Tranche B Second-Lien Term Loans) less unrestricted cash and cash equivalents to (ii) consolidated adjusted EBITDA (as defined in the credit agreement) of 5.75:1.00 (the "senior secured net leverage ratio"). The credit agreement also contains a number of other covenants that, among other things, limit or restrict our ability 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 our line of business or engage in certain transactions with affiliates.

    Events of Default

            The credit agreement governing our senior secured credit facility contains customary events of default including: non-payment of principal; non-payment of interest or fees; non-payment of any other amounts due under our senior secured credit facility; 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 facility; 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.

    Senior Unsecured Notes

    9.125% Senior Notes due 2017 / 9.5% Senior Notes due 2020

            On September 19, 2012, we completed a notes offering (the "2017/2020 Notes Offering") of the 2017/2020 Notes. The 2017 Notes will mature on October 15, 2017 and accrue interest at the rate of 9.125% per year. The 2020 Notes will mature on October 15, 2020 and accrue interest at the rate of 9.5% per year. Interest on the 2017/2020 Notes is payable semi-annually in cash in arrears on April 15 and October 15 of each year. The net proceeds of the 2017/2020 Notes Offering were primarily used to repurchase and redeem all of our then outstanding 10.5% senior unsecured notes due 2015 and pay the related fees and expenses. The remaining proceeds were used for general corporate purposes. The 2017/2020 Notes rank equally in right of payment with all of our other existing and future senior unsecured indebtedness and senior in right of payment to any future indebtedness that is subordinated in right of payment to the notes. Obligations under the 2017/2020 Notes are guaranteed by Parent and each of our present and future, direct and indirect, wholly owned material domestic subsidiaries that guarantee our obligations under our senior secured credit facility (discussed above). Such guarantees are subordinated in right of payment to the guarantees of our obligations under our senior secured credit facility and related hedging obligations and any of our future secured indebtedness.

            We may redeem some or all of the 2017 Notes at any time prior to October 15, 2014 by paying a price equal to 100% of the principal amount plus a "make-whole" premium, along with accrued and unpaid interest and additional interest (as defined in the indentures governing the 2017/2020 Notes), if any, to the date of redemption. At any time prior to October 15, 2014, we may, on one or more occasions, use the net cash proceeds of certain equity offerings to redeem up to 35% of the principal amount of the 2017 Notes at a redemption price equal to 109.125% of their principal amount, plus accrued and unpaid interest and additional interest, if any, to the redemption date; provided that at least 65% of the aggregate principal amount of the 2017 Notes originally issued remains outstanding immediately following such redemption and such redemption occurs within 90 days of such equity offering. At any time on or after October 15, 2014, the 2017 Notes may be redeemed at the redemption prices (expressed as a percentage of the principal amount) set forth below, plus accrued and unpaid


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    interest, and additional interest, if any, to, but not including, the redemption date, if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

    Year
     Percentage 

    2014

      106.844%

    2015

      104.563%

    2016 and thereafter

      100.000%

            We may redeem some or all of the 2020 Notes at any time prior to October 15, 2016 by paying a price equal to 100% of the principal amount plus a "make-whole" premium, along with accrued and unpaid interest and additional interest, if any, to the date of redemption. At any time prior to October 15, 2015, we may, on one or more occasions, use the net cash proceeds of certain equity offerings to redeem up to 35% of the principal amount of the 2020 Notes at a redemption price equal to 109.5% of their principal amount, plus accrued and unpaid interest and additional interest, if any, to the redemption date; provided that at least 65% of the aggregate principal amount of the 2020 Notes originally issued remains outstanding immediately following such redemption and such redemption occurs within 90 days of such equity offering. At any time on or after October 15, 2016, the 2020 Notes may be redeemed at the redemption prices (expressed as a percentage of the principal amount) set forth below, plus accrued and unpaid interest and any additional interest, if any, to, but not including, the redemption date, if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

    Year
     Percentage 

    2016

      104.750%

    2017

      102.375%

    2018 and thereafter

      100.000%

            The indentures governing our 2017/2020 Notes contain a number of covenants that, among other things, limit or restrict our ability and the ability of our restricted subsidiaries 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 our line of business or engage in certain transactions with affiliates. Although we are not required to make mandatory redemption or sinking fund payments with respect to the 2017/2020 Notes, we are required to make an offer to purchase the 2017/2020 Notes in the event of a change of control or certain material sales of our assets.

            The indentures governing our 2017/2020 Notes also contain customary events of default including: non-payment of principal; non-payment of interest or other amounts due under the notes; failure to perform or observe covenants set forth in the indentures; cross defaults to material indebtedness; bankruptcy and insolvency defaults; monetary judgment defaults to the extent not covered by indemnities or insurance; and failure of guarantees to be in full force and effect.

            The 2017/2020 Notes were sold in a private placement and have not been registered under the Securities Act of 1933. We have agreed, under the terms of a registration rights agreement, to (i) file, no later than 18 months after the issue date of the 2017/2020 Notes, a registration statement (the "Exchange Offer Registration Statement") with the SEC with respect to a registered offer to exchange the 2017/2020 Notes and related guarantees for new notes (the "Exchange Notes") and related guarantees of ours having terms substantially identical in all material respects to the 2017/2020 Notes and related guarantees (except that the Exchange Notes do not contain any transfer restrictions) (the "Exchange Offer"), (ii) use commercially reasonable efforts to have the Exchange Offer Registration Statement declared effective by the SEC on or prior to 21 months after the issue date of the 2017/2020 Notes (or two years if reviewed by the SEC) and (iii) use commercially reasonable efforts to consummate the Exchange Offer within 30 business days after the Exchange Offer Registration


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    Statement is declared effective by the SEC. In addition, we agreed, in some circumstances, to file a "shelf registration statement" that would allow some or all of the 2017/2020 Notes to be offered to the public. If we do not comply with our obligations under the registration rights agreements, we will be required to pay additional interest to holders of the 2017/2020 Notes.

    5.5% Senior Notes due 2015

            We have outstanding $300 million aggregate principal amount of 5.5% senior notes due September 15, 2015 (the "5.5% senior notes"). The 5.5% senior notes rank equally in right of payment with all of our other existing and future senior unsecured indebtedness. The 5.5% senior notes bear interest at a rate of 5.5% per annum, payable semiannually in arrears on March 15 and September 15 of each year. The 5.5% senior notes are not guaranteed by any of our subsidiaries.

            We may redeem the 5.5% senior 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 5.5% senior notes to be redeemed or (b) the remaining scheduled payments of principal and interest on the 5.5% senior notes being redeemed, discounted to the redemption date on a semiannual basis at the treasury rate, plus 20 basis points, plus (ii) accrued and unpaid interest, if any, on the notes to be redeemed.

            The indenture governing the 5.5% senior notes contains a number of covenants that, among other things, limit or restrict our ability to create liens on the capital stock of our significant subsidiaries (as defined in Rule 1-02 of Regulation S-X under the Securities Act) that secure debt senior to the 5.5% senior notes, dispose of the capital stock of any of our significant subsidiaries or engage in mergers or consolidations. The indenture also contains customary events of default including payment defaults; covenant defaults; insolvency or bankruptcy; and cross defaults to other indebtedness.


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    DESCRIPTION OF NOTES

            You can find the definitions of certain terms used in this "Description of Notes" under the subheading "—Certain Definitions." In this description, the term "Issuer" refers only to Nuveen Investments, Inc. and not to any of its Subsidiaries and the term "Parent" refers only to Windy City Investments, Inc., and not to any of its Subsidiaries.

            The Issuer has previously issued the 2017 Notes and the 2020 Notes. Each series of Notes was issued under an indenture dated September 19, 2012, among the Issuer, the Guarantors and U.S. Bank National Association, as trustee (the "Trustee"), as amended (each an "Indenture" and together the "Indentures"). The Notes were issued in private transactions that were not subject to the registration requirements of the Securities Act. The terms of the Notes include those stated in the applicable Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "TIA"). Unless the context requires otherwise, references to the "Notes" include the outstanding Notes and the exchange Notes.

            The following description is a summary of the material provisions of the Indentures. It does not purport to be complete and is qualified in its entirety by reference to the provisions of the Indentures, including the definitions therein of certain terms used below. We urge you to read the Indentures because they, and not this description, will define your rights as Holders of the Notes. You may request copies of the Indentures at our address set forth under "Where You Can Find More Information."

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

    Brief Description of the Notes and the Guarantees

            The Notes:

      are general, unsecured, senior obligations of the Issuer;

      are senior in right of payment to any future Subordinated Indebtedness of the Issuer;

      rank equally in right of payment with all existing and future senior Indebtedness of the Issuer that is not subordinated in right of payment to the Notes;

      are effectively subordinated to all existing and future Secured Indebtedness of the Issuer (including Indebtedness under the Credit Agreement) to the extent of the value of the collateral securing such Secured Indebtedness; and

      are structurally subordinated to all existing and future Indebtedness and other liabilities of each Subsidiary of the Issuer that is not a Guarantor of the Notes.

            Each Guarantor's Guarantees of the Notes:

      are general, unsecured obligations of such Guarantor;

      are subordinated in right of payment to the obligations of such Guarantor under existing and future Designated Senior Indebtedness (including Indebtedness under the Credit Agreement);

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

      rank equally in right of payment with all other existing and future Indebtedness of such Guarantor;

      are effectively subordinated to all existing and future Secured Indebtedness of such Guarantor (including Indebtedness under the Credit Agreement) to the extent of the value of the collateral securing such Secured Indebtedness; and

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      are structurally subordinated to all existing and future Indebtedness and other liabilities of each Subsidiary of such Guarantor that is not a Guarantor of the Notes.

            As of December 31, 2013, the Issuer and the Subsidiaries had approximately $4.5 billion aggregate principal amount of total Indebtedness, approximately $3.1 billion of which was secured, including borrowings under the Credit Agreement. An additional $190 million was available for borrowing under the revolving credit facility that is part of the Credit Agreement, all of which would be secured if borrowed. 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 Issuer'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 Issuer to incur additional Indebtedness, subject to compliance with the covenant described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." The Indenture does not limit the amount of liabilities that are not considered Indebtedness which may be incurred by the Issuer or its Restricted Subsidiaries.

            As of the date of this prospectus, all of the Subsidiaries of the Issuer are "Restricted Subsidiaries" under the Indentures. Under the circumstances described under "—Certain Covenants—Restricted Payments" and the definition of "Unrestricted Subsidiary," the Issuer is permitted to designate certain of its Subsidiaries as "Unrestricted Subsidiaries." Unrestricted Subsidiaries will not be subject to the restrictive covenants of the Indentures and will not guarantee the Notes.

            Certain of our Restricted Subsidiaries do not guarantee the Notes. In the event of a bankruptcy, liquidation, reorganization or similar proceeding of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Issuer or a Guarantor. As a result, all of the existing and future liabilities of our non-guarantor Subsidiaries, including any claims of trade creditors, will be effectively senior to the Notes. Our non-guarantor Subsidiaries had aggregate net operating revenues of $87.5 million (excluding $120.3 million in intercompany revenue) for the year ended December 31, 2013, and at December 31, 2013, had total assets and total liabilities of $695 million and $25 million, respectively.

    Principal, Maturity and Interest

            The Issuer issued 2017 Notes in an aggregate principal amount of $500.0 million. The Indenture governing the 2017 Notes provides for the issuance of additional 2017 Notes having identical terms and conditions to the 2017 Notes (the "Additional 2017 Notes"), subject to compliance with the covenants contained in such Indenture.

            The Issuer issued 2020 Notes in an aggregate principal amount of $645.0 million. The Indenture governing the 2020 Notes provides for the issuance of additional 2020 Notes having identical terms and conditions to the 2020 Notes (the "Additional 2020 Notes" and together with the Additional 2017 Notes, the "Additional Notes"), subject to compliance with the covenants contained in such Indenture. The Notes and any Additional Notes subsequently issued under each Indenture will be treated as a single class for all purposes under the applicable Indenture, including waivers, amendments, redemptions and offers to purchase.

            Interest on the 2017 Notes is payable in cash semi-annually in arrears on each April 15 and October 15. The first interest payment date for the 2017 Notes was April 15, 2013. The Issuer will make each interest payment to the holders of record of the 2017 Notes on the immediately preceding October 1 and April 1. Interest on the 2017 Notes will accrue from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. The 2017 Notes will mature on October 15, 2017.


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            Interest on the 2020 Notes is payable in cash semi-annually in arrears on each April 15 and October 15. The first interest payment date for the 2020 Notes was April 15, 2013. The Issuer will make each interest payment to the holders of record of the 2020 Notes on the immediately preceding October 1 and April 1. Interest on the 2020 Notes will accrue from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. The 2020 Notes will mature on October 15, 2020.

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

    Additional Interest

            Additional Interest may accrue on the Notes in certain circumstances pursuant to the Registration Rights Agreements or as set forth in the Indentures. All references in the Indentures and this "Description of Notes," in any context, to any interest or other amount payable on or with respect to the Notes shall be deemed to include any Additional Interest payable pursuant to the Registration Rights Agreement and/or as set forth in the Indentures.

    Methods of Receiving Payments on the Notes

            If a holder has given wire transfer instructions to the Issuer at least three Business Days prior to the applicable payment date, the Issuer, through the paying agent or otherwise, will pay all principal, interest and premium and Additional Interest, 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 City and State of New York, unless the Issuer 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 Issuer will maintain one or more paying agents (each, a "paying agent") for each series of Notes within the City and State of New York. The initial paying agent for the Notes is the Trustee.

            The Issuer will also maintain one or more registrars (each, a "registrar") and a transfer agent. The initial registrar and transfer agent with respect to the Notes is the Trustee. 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 Issuer at the office or agency of the registrar within the City and State of New York.

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

    Compliance with the TIA

            The TIA will become applicable to the Indentures upon the qualification of the Indentures under the TIA, which will occur at such time as the Notes have been registered under the Securities Act. The Indentures provide that the Issuer will comply with the provisions of § 314 of the TIA to the extent applicable.

    Transfer and Exchange

            A holder may transfer or exchange Notes in accordance with the applicable Indenture. The registrar and the Issuer 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 Issuer is not required to transfer or exchange any Note selected for redemption. Also, the


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    Issuer 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 jointly and severally guarantee, fully and unconditionally, the Issuer's obligations under the applicable Indenture and the applicable series of Notes on an unsecured basis. Each Guarantor's Guarantee of the Notes is subordinated in right of payment to the obligations of such Guarantor under existing and future Designated Senior Indebtedness. The obligations of each Subsidiary Guarantor under its Guarantee will be limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance under applicable law. This provision may not, however, be effective to protect a Guarantee from being voided under fraudulent transfer law, or may reduce the applicable Guarantor's obligation to an amount that effectively makes its Guarantee worthless. If a Guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor's liability on its Guarantee could be reduced to zero. See "Risk Factors—Risks Relating to the Notes and Our Indebtedness—Federal and state statutes may allow courts, under specific circumstances, to void the notes and related guarantees, subordinate claims in respect of the notes and related guarantees and/or require holders of the notes to return payments received from us."

            Each Guarantor may consolidate with or merge into or sell its assets to the Issuer 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 applicable Indenture;

      (b)
      the Issuer designates such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of the applicable 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 Issuer or any Restricted Subsidiary or the repayment of all of the 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 Issuer or any Restricted Subsidiaries (other than any guarantee that will be released upon the release of the Guarantee of the Notes).

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

      Subordination of the Guarantees

            Each Guarantor's Guarantees of the applicable series of Notes are subordinated in right of payment to such Guarantor's Obligations on existing and future Designated Senior Indebtedness. The Guarantees are senior in right of payment to any future Subordinated Indebtedness of such Guarantor. The Guarantees rank equally in right of payment with all other Indebtedness of such Guarantor. 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 applicable series of 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 Issuer) 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 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 Issuer 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


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    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-day period, and there must be at 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 applicable 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 of the Indentures, 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 either Indenture upon the failure of the Issuer 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 Issuer or the Trustee must promptly notify the holders of Designated Senior 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 applicable 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 applicable 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 Indentures and appoints the Trustee under the Indentures its attorney-in-fact for such purpose.


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            By reason of the subordination provisions contained in the Indentures, 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 October 15, 2014, the Issuer may redeem all or a part of the 2017 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 2017 Notes to be redeemed to the applicable redemption date if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

    Year
     Percentage 

    2014

      106.844%

    2015

      104.563%

    2016 and thereafter

      100.000%

            In addition, at any time prior to October 15, 2014, the Issuer may on one or more occasions redeem in the aggregate up to 35% of the aggregate principal amount of the 2017 Notes issued under the Indenture with the net cash proceeds of one or more Equity Offerings, at a redemption price of 109.125% of the principal amount of the 2017 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 2017 Notes is contributed to the equity capital of the Issuer);provided,however, that:

      (1)
      at least 65% of the aggregate principal amount of the 2017 Notes originally issued under the applicable Indenture must remain outstanding immediately after the occurrence of each such redemption (excluding in such calculation 2017 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 2017 Notes may also be redeemed, in whole or in part, at any time prior to October 15, 2014, at the option of the Issuer 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 2017 Notes redeemed plus the 2017 Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable redemption date.

            On or after October 15, 2016, the Issuer may redeem all or a part of the 2020 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 2020 Notes to be redeemed to the applicable redemption date if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

    Year
     Percentage 

    2016

      104.750%

    2017

      102.375%

    2018 and thereafter

      100.000%

            In addition, at any time prior to October 15, 2015, the Issuer may on one or more occasions redeem in the aggregate up to 35% of the aggregate principal amount of the 2020 Notes issued under the Indenture with the net cash proceeds of one or more Equity Offerings, at a redemption price of 109.500% of the principal amount of the 2020 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


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    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 2020 Notes is contributed to the equity capital of the Issuer);provided,however, that:

      (1)
      at least 65% of the aggregate principal amount of the 2020 Notes originally issued under the applicable Indenture must remain outstanding immediately after the occurrence of each such redemption (excluding in such calculation 2020 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 2020 Notes may also be redeemed, in whole or in part, at any time prior to October 15, 2016, at the option of the Issuer 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 2020 Notes redeemed plus the 2020 Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any to, the applicable redemption date.

            The Issuer 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 applicable Indenture.

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

      Selection and Notice

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

      (1)
      if the Notes of such series 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 of such series 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 applicable Indenture.

            If any Note of any series 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 Issuer 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 applicable Indenture.

    Mandatory Redemption; Offers to Purchase; Open Market Purchases

            The Issuer is not required to make mandatory redemption or sinking fund payments with respect to any series of Notes. However, under certain circumstances, the Issuer may be required to offer to purchase Notes as described under "—Repurchase at the Option of Holders—Change of Control" and


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    "—Repurchase at the Option of Holders—Asset Sales." The Issuer may at any time and from time to time purchase any series of Notes in the open market or otherwise.

    Repurchase at the Option of Holders

      Change of Control

            If a Change of Control occurs, unless the Issuer 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 Issuer 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 applicable Indenture. In the Change of Control Offer, the Issuer 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 Issuer at such time has given notice of redemption under "—Optional Redemption" with respect to all outstanding Notes, or, at the Issuer's option, in advance of a Change of Control, the Issuer 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 applicable Indenture and described in such notice. The Issuer 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 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 applicable Indenture, the Issuer 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 applicable Indenture by virtue of such conflict.

            On the Change of Control Payment Date, the Issuer 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 Issuer.

            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 Issuer 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 Issuer 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 applicable Indenture applicable to a Change of Control Offer made by the Issuer 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 applicable 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


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    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 Issuer from purchasing Notes, and also provides that the occurrence of certain change of control events with respect to Parent or the Issuer would constitute a default thereunder. Prior to complying with any of the provisions of this "Change of Control" covenant under the Indenture governing the applicable Notes, but in any event within 90 days following a Change of Control, to the extent required to permit the Issuer to comply with this covenant, the Issuer could either repay all outstanding Indebtedness under the Credit Agreement or other Indebtedness ranking pari passu with the applicable Notes or obtain the requisite consents, if any, under all agreements governing such outstanding Indebtedness. If the Issuer does not repay such Indebtedness or obtain such consents, the Issuer 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 applicable Indenture, which would in turn constitute a default under the Credit Agreement and could result in amounts outstanding thereunder being declared due and payable.

            Future indebtedness that the Issuer 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 Issuer 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 Issuer or its Subsidiaries. Finally, the Issuer'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 no assurance that sufficient funds will be available when necessary to make any required repurchases. See "Risk Factors—Risks Related to the Notes and Our Indebtedness—We may not be able to finance a change of control offer required by the indentures."

            The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the applicable Indenture are applicable. Except as described above with respect to a Change of Control, neither Indenture contains provisions that permit the holders of the Notes to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction, unless such transaction includes an Asset Sale, as described below.

            The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of the Issuer or its Subsidiaries and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Issuer and the initial purchasers of the Notes. Subject to the limitations discussed below, the Issuer 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 applicable Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect the capital structure of the Issuer or its credit ratings. Restrictions on the ability of the Issuer 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.


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            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 Issuer 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 Issuer 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 Issuer and its Subsidiaries taken as a whole to another Person or group may be uncertain.

      Asset Sales

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

      (1)
      the Issuer (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 Issuer 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 Issuer's or the applicable Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Issuer 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 Issuer and all Restricted Subsidiaries have been validly released by the applicable creditor(s) in writing, (ii) any debt securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer 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 Issuer 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 Issuer), 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 Issuer 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 Issuer or such Restricted Subsidiary, as the case may be, may apply those Net Proceeds at its option:

      (1)
      (i) to reduce Obligations under Secured Indebtedness of the Issuer or any Restricted Subsidiary, (ii) to reduce Obligations under Indebtedness of a Restricted Subsidiary that is not a Guarantor (other than Indebtedness owed to the Issuer or another Restricted Subsidiary), (iii) to reduce Obligations under any Indebtedness outstanding under the Credit Facilities (other than Subordinated Indebtedness) or (iv) to reduce Indebtedness of the Issuer 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 Issuer 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 (i) through (iii) 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 Issuer 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

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        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 Issuer 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 Issuer 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 Issuer 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 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 Issuer 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 Indentures 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 Issuer 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 applicable Indenture.

            If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer or the applicable Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the applicable 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 Issuer 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 applicable Indenture, the Issuer 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 applicable Indenture by virtue of such conflict.


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            The Credit Agreement restricts the Issuer from purchasing Notes. In the event of an Asset Sale, the Issuer could seek the consent of its lenders to the repurchase of Notes or could attempt to refinance the Indebtedness under the Credit Agreement. If the Issuer does not obtain such consents or refinance such Indebtedness, the Issuer will remain prohibited from purchasing the Notes, which after appropriate notice and lapse of time would result in an Event of Default under the applicable Indenture, which would in turn constitute a default under the Credit Agreement and could result in amounts outstanding thereunder being declared due and payable. Future indebtedness that the Issuer or its Subsidiaries may incur may contain similar restrictions. Moreover, the exercise by the holders of their right to require the Issuer to repurchase their Notes could cause a default under such indebtedness, even if the repurchase itself does not, due to the financial effect of such repurchase on the Issuer or its Subsidiaries.

    Certain Covenants

            Set forth below are summaries of certain covenants contained in each Indenture.

            If, on any date, (i) a series of Notes has Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under the applicable Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a "Covenant Suspension Event") then, beginning on that day and continuing at all times thereafter until the Reversion Date (as defined below), the restrictions described under "—Repurchase at the Option of Holders—Asset Sales" and the covenants specifically listed under the following headings in this "Description of Notes" section of this prospectus will no longer be applicable to such series of Notes (collectively, the "Suspended Covenants"):

      (1)
      "—Restricted Payments";

      (2)
      "—Incurrence of Indebtedness and Issuance of Preferred Stock";

      (3)
      "—Limitation on Prepayment or Modification of Existing Notes";

      (4)
      "—Transactions with Affiliates";

      (5)
      "—Dividend and Other Payment Restrictions Affecting Subsidiaries"; and

      (6)
      clause (4) of the first paragraph of "—Merger, Consolidation or Sales of Assets."

            If and while the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants, the applicable series of Notes will be entitled to substantially less covenant protection. In the event that the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants under the applicable Indenture for any period of time as a result of the foregoing, and on any subsequent date (the "Reversion Date") one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the applicable Series of Notes below an Investment Grade Rating, then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under the applicable Indenture with respect to future events. The period of time between the Covenant Suspension Event and the Reversion Date is referred to in this description as the "Suspension Period."

            On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to clause (4) of the second paragraph of "—Incurrence of Indebtedness and Issuance of Preferred Stock" below. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under "—Restricted Payments" will be made as though the covenant described under "—Restricted Payments" had been in effect prior to, and during, the Suspension Period. As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuer or the Restricted Subsidiaries during the Suspension


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    Period. On and after each Reversion Date, the Issuer and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period so long as such contract and such consummation would have been permitted during such Suspension Period.

            For purposes of the "—Dividend and Other Payment Restrictions Affecting Subsidiaries" covenant, on the Reversion Date, any consensual encumbrances or restrictions of the type specified in clause (1), (2) or (3) of the first paragraph of that covenant entered into during the Suspension Period will be deemed to have been in effect on the date of the indenture, so that they are permitted under clause (1)(y) of the second paragraph under "—Dividend and Other Payment Restrictions Affecting Subsidiaries."

            For purposes of the "—Repurchase at the Option of Holders—Asset Sales" covenant, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.

            For purposes of the "Transactions with Affiliates" covenant, any Affiliate Transaction (as defined below) entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Issuer entered into during the Suspension Period will be deemed to have been in effect as of the date of the indenture for purposes of clause (8) under "—Transactions with Affiliates."

            During a Suspension Period, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

            There can be no assurance that any series of Notes will ever achieve or maintain Investment Grade Ratings.

      Restricted Payments

            The Issuer 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 Issuer'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 Issuer payable in Equity Interests (other than Disqualified Stock) of the Issuer 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 Issuer or any direct or indirect parent entity of the Issuer 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 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;

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    (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 Issuer 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 Issuer 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 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 second proviso of the covenant contained under "—Certain Covenants—Limitation on Prepayment or Modification of Existing Notes" made by the Issuer 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 Issuer 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 Issuer'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 Issuer, of property received by the Issuer after the Issue Date from the issue or sale (other than to a Subsidiary of the Issuer or to an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) of (x) Equity Interests of the Issuer (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 Issuer that has been converted into or exchanged for Equity Interests of the Issuer (other than (i) Refunding Capital Stock, (ii) Equity Interests or convertible debt securities of Parent or any other direct or indirect parent Issuer sold to a Subsidiary or Parent, (iii) Disqualified Stock or (iv) Designated Preferred Stock),plus

      (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 Issuer, of property contributed to the equity capital of the Issuer after the Issue Date (other than (i) by a Subsidiary of the Issuer or an employee stock ownership plan or trust established by the Issuer 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

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          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 Issuer 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 Issuer, of property received by the Issuer or a Restricted Subsidiary after the Issue Date by means of (A) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries, repayments of loans or advances which constitute Restricted Investments of the Issuer or its Restricted Subsidiaries and any dividend or other distribution with respect to a Restricted Investment of the Issuer or its Restricted Subsidiaries or (B) the sale (other than to the Issuer 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 Issuer or a Restricted Subsidiary or the transfer of assets of an Unrestricted Subsidiary to the Issuer 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 Issuer 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)
        $50.0 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 applicable Indenture;

      (2)
      (A) the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Issuer or any direct or indirect parent of the Issuer ("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 Issuer or any of its Subsidiaries) of Equity Interests of the Issuer or contributions to the equity capital of the Issuer (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 Issuer or to an employee stock ownership plan or any trust established by the Issuer 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 Issuer or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Issuer, 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 Issuer 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 $50.0 million in any calendar year (which shall increase to $70.0 million subsequent to the consummation of an underwritten Equity Offering by the Issuer or any direct or indirect parent company of the Issuer), with any unused amounts in any calendar year being carried over to the two immediately succeeding calendar years subject to a maximum of $75.0 million in any calendar year (which shall increase to $90.0 million subsequent to the consummation of an underwritten Equity Offering by the Issuer or any direct or indirect parent company of the Issuer);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 Issuer and, to the extent contributed to the Issuer, Equity Interests of any of its direct or indirect parent companies, in each case to members of management, directors or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Dateplus (B) the cash proceeds of "key man" life insurance policies received by the Issuer or its Restricted Subsidiaries after the Issue Date (provided that the Issuer 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 Issuer 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 Issuer 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 Issuer the proceeds of which will

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          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 Issuer issued after the Issue Date;provided,however, that (A) for the most recently 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 Issuer 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 Issuer 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 Issuer's common stock (or the payment of dividends to any direct or indirect parent company of the Issuer, as the case may be, to fund the payment by any such parent company of the Issuer of dividends on such entity's common stock) following the first public offering of the Issuer'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 Issuer after the Issue Date in any such public offering, other than public offerings of common stock of the Issuer (or any direct or indirect parent company of the Issuer) 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 Issuer 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 Issuer 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 Issuer 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;

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        (13)
        the declaration and payment of dividends to, or the making of loans to, a direct or indirect parent company of the Issuer 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;

        (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 Issuer 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 Issuer 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 Issuer and its Restricted Subsidiaries;

        (iv)
        general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Issuer to the extent such costs and expenses are reasonably attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;

        (v)
        amounts payable pursuant to the Management Agreement;

        (vi)
        fees and expenses other than to Affiliates of the Issuer 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 heading "—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 Issuer or any direct or indirect parent;

        (viii)
        amounts to finance Investments otherwise permitted to be made pursuant to the Indentures;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 Issuer or one of its Restricted Subsidiaries or (y) the merger of the Person formed or acquired into the Issuer 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 Issuer or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction, (4) any property received by the Issuer 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 Issuer 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 Issuer and reimbursement of reasonable out of pocket costs of the directors of any direct or indirect parent of the Issuer in the ordinary course of business, to the extent

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            reasonably attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and

          (x)
          reasonable and customary indemnities to directors, officers and employee of any direct or indirect parent of the Issuer in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Issuer 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 Issuer;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 Issuer);

        (15)
        distributions, by dividends or otherwise, of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than any Unrestricted Subsidiary in which the Issuer or any Restricted Subsidiary has made an Investment (including by designation of a Restricted Subsidiary thereof as an Unrestricted Subsidiary) pursuant to clause (17) below or clause (10) of the definition of "Permitted Investments");

        (16)
        [Reserved];

        (17)
        Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (17) 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 the greater of (i) $75.0 million and (ii) 14% of Trailing EBITDA 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);

        (18)
        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 Issuer 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"; and

        (19)
        the purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of any rights granted to all holders of common stock of the Issuer or any of its direct or indirect parent companies pursuant to any shareholders' rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics;provided,however, that any such purchase, redemption, acquisition, cancellation or other retirement of such rights shall not be for the purpose of evading limitations of this covenant (all as determined in the good faith of the Board of Directors of the Issuer).

      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 (17) 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 clause (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 Issuer 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 Issuer.


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              As of the date of this prospectus, all of the Issuer's Subsidiaries are Restricted Subsidiaries. The Issuer 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 Issuer 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 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 Issuer 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 Issuer 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 Issuer and its Restricted Subsidiaries (on a consolidated basis) for the Issuer'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 Issuer or a Restricted Subsidiary of Indebtedness under Credit Facilities together with the incurrence by the Issuer 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) $3,251 million plus additional Indebtedness incurred to pay premiums and fees in connection with the refinancing of any such Indebtedness,plus (B) the maximum principal amount of Indebtedness that could be incurred such that after giving effect thereto the Secured Indebtedness Leverage Ratio of the Issuer would not exceed 5.5 to 1.0 (provided that only Indebtedness that is included in Secured Indebtedness may be incurred under this clause (B)),minus (C) the amount of all mandatory principal payments actually made by the borrower thereunder with Net Proceeds from Asset Salesminus (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 Issuer and the Guarantors of Indebtedness represented by the Notes (including any Guarantee thereof) issued on the Issue Date and any Notes and related Guarantees to be issued in exchange for the Notes issued on the Issue Date (including any Guarantee thereof) pursuant to the Registration Rights Agreement;

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        (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 Issuer 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 Issuer 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 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 the greater of (i) $50.0 million and (ii) 10% of Trailing EBITDA;

        (6)
        Indebtedness incurred by the Issuer 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;

        (8)
        Indebtedness of the Issuer owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Issuer 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 Issuer 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 Issuer or a Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated in right of payment to all obligations of the Issuer or such Guarantor with respect to the Notes or the Guarantees;

        (9)
        shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer 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 Issuer 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 Issuer 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 Issuer or any Restricted Subsidiary or obligations

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          in respect of letters of credit related thereto, in each case in the ordinary course of business consistent with past practice;

        (12)
        Indebtedness of the Issuer 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 the greater of (i) $175.0 million and (ii) 30% of Trailing EBITDA;

        (13)
        (x) any guarantee by the Issuer 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 Indentures;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 Issuer, 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 Issuer incurred in accordance with the terms of the Indentures;

        (14)
        the incurrence by the Issuer 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 Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of the Indenture or (ii) Indebtedness of the Issuer 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 Issuer 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 Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in the first

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          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;

        (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;

        (17)
        Indebtedness of the Issuer 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 Issuer 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 Issuer or any of its direct or indirect parent companies permitted by the covenant described under "—Restricted Payments";

        (20)
        Indebtedness of the Issuer 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 Issuer 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 Issuer 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 Issuer 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)(A) 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


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      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 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 Issuer 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 Issuer 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 Issuer, 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 Issuer. 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 Issuer 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 Issuer 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 the greater of (i) $150.0 million and (ii) 27.5% of Trailing EBITDA;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 Issuer 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 Issuer may, so long as no Default or Event of Default exists or would result therefrom, prepay any Existing Notes;provided that (A) any such prepayment shall be funded only with


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      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 Issuer will not, and will not permit any of its Restricted Subsidiaries to, amend 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 the Existing Notes earlier than in effect on the Issue Date, (ii) to shorten the Weighted Average Life to Maturity 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 Issuer 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 the Existing Notes, (v) to provide guarantees of the Existing Notes by any Subsidiary of the Issuer or (vi) to prohibit the making of the Guarantees or the creation of Liens in favor of the Notes and the Guarantees.

        Liens

              The Issuer 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 Issuer 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 Issuer, the Notes are secured by a Lien on such property, assets or proceeds of the Issuer 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 Issuer, the Notes are equally and ratably secured by a Lien on such property, assets or proceeds of the Issuer; 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;

        (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 applicable 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

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          (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 Issuer 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 Issuer 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 Issuer or any of its Restricted Subsidiaries;

          (2)
          make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

          (3)
          sell, lease or transfer any of its properties or assets to the Issuer 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 Indentures, the Notes and Guarantees (including any Notes issued in exchange for 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 Issuer 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;

          (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

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            Foreign Subsidiary of the Issuer 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 Issuer 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 applicable Indenture;

          (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 clause (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 Issuer, not materially less favorable to the holders of the Notes than encumbrances and restrictions contained in such predecessor agreements and do not affect the Issuer'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; and

          (15)
          any encumbrance or restriction contained in the terms of any Indebtedness incurred pursuant to the covenant described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" if (i) either (x) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or an event of default with respect to a financial covenant contained in such Indebtedness or agreement or (y) the Issuer determines in good faith at the time any such Indebtedness is incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Issuer's ability to make principal or interest payments on the notes and any other Indebtedness that is an obligation of the Issuer and (ii) the encumbrance or restriction is not materially more disadvantageous to the holders of the notes than is customary in comparable financings or agreements (as determined by the Issuer in good faith).

          Transactions with Affiliates

                The Issuer 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 Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or Restricted Subsidiary with an unrelated Person; and

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          (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 Issuer (and, if any, a majority of the disinterested members of the Board of Directors of the Issuer 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 Issuer.

                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 Issuer, a Restricted Subsidiary, an Investment Vehicle or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Issuer 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 Issuer 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 Issuer, any of its direct or indirect parent companies, or any Restricted Subsidiary, in the ordinary course of business;

          (5)
          payments made by the Issuer 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 Issuer (and, if any, a majority of the disinterested members of the Board of Directors of the Issuer with respect to such Affiliate Transaction) in good faith;

          (6)
          transactions in which the Issuer or any Restricted Subsidiary delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer 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 Issuer or any of its direct or indirect parent companies or any Restricted Subsidiary which are approved by the Board of Directors of the Issuer 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 is permitted under clause (3)), 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 Indentures that are fair to the Issuer or its Restricted Subsidiaries, in the reasonable determination of the members of the Board of

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            Directors of the Issuer 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;

          (10)
          if otherwise permitted hereunder, the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Permitted Holder, any director, officer, employee or consultant of the Issuer or its Subsidiaries or any other Affiliates of the Issuer (other than a Subsidiary);

          (11)
          any transaction permitted by the covenant "—Merger, Consolidation or Sale of Assets";

          (12)
          any transaction with a Receivables Subsidiary effected as part of a Receivables Facility;

          (13)
          the Transactions and the payment of the Transaction Expenses;

          (14)
          payments by the Issuer 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);

          (15)
          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;

          (16)
          investments by Affiliates of the Issuer in investment funds managed by the Issuer or any of its Restricted Subsidiaries on terms generally available to investors in such investment funds; and

          (17)
          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 Issuer and its Restricted Subsidiaries.

          Business Activities

                The Issuer 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 Issuer and its Subsidiaries taken as a whole.

          Payments for Consent

                The Issuer 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 Indentures 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

                The Issuer will cause (i) each of its Domestic Subsidiaries (other than any Unrestricted Subsidiary) that incurs any Indebtedness in excess of $25.0 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 Issuer 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 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 Indentures on the same terms and conditions as those set forth in the Indentures.


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                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 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 applicable Indenture described under "—Guarantees."

          Merger, Consolidation or Sale of Assets

                The Issuer may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Issuer 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 Issuer and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person; unless:

          (1)
          (a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) 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 Issuer 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 Issuer) assumes all the obligations of the Issuer under the applicable Notes, the applicable 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 Issuer 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 applicable Notes, the applicable Indenture and the Registration Rights Agreement.

                The predecessor company will be released from its obligations under the applicable Indenture and the applicable Notes and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the applicable Indenture and the applicable 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 applicable 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 Issuer or to another Guarantor, (b) the Issuer merging with an Affiliate solely for the purpose of reincorporating the Issuer, as the case may be, in another jurisdiction or (c) a merger, sale, liquidation, consolidation or other disposition, the purpose of which is to effect a permitted Asset Sale.


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                Subject to certain limitations described in the Indentures governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, each Guarantor (other than Parent) will not, and the Issuer 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 applicable Guarantee, the applicable 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 applicable Indenture and its applicable 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 Issuer 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 applicable Guarantee, the applicable 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 applicable Indenture and such Guarantee, but, in


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        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, 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 Issuer 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 Issuer, which properties and assets, if held by the Issuer instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer 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 Issuer.

                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 of any series 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 Issuer will furnish to the holders of Notes of such series, by posting on its publicly available website, 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 Issuer 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 Issuer'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 Issuer 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 Issuer shall be required to file current reports relating to change of control of the Issuer, any amendments to the charter documents of the Issuer or any Guarantor that materially modify the rights of security holders).

        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 Issuer 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.

                The Issuer has agreed that, for so long as any 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.


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                So long as any Notes are outstanding, the Issuer will also (1) within 15 business days after filing with the Commission or posting to a website the annual and quarterly information required pursuant to clauses (1) and (2) of the first paragraph of this section, hold a conference call to discuss such reports and the results of operations for the relevant reporting period and (2) issue a press release to an internationally recognized wire service no fewer than three business days prior to the date of the conference call required to be held in accordance with clause (1) above, announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders of the Notes, prospective investors that certify that they are qualified institutional buyers, securities analysts and market makers to contact the appropriate person at the Issuer to obtain such information.

                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 Issuer or any other direct or indirect parent of the Issuer (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 Issuer, be filed by and be those of Parent or such parent company (as applicable) rather than the Issuer;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 Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.

        Events of Default and Remedies

                Under each Indenture, an Event of Default is defined as any of the following:

          (1)
          the Issuer defaults in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

          (2)
          the Issuer 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 Issuer defaults in the performance of, or breaches any covenant, warranty or other agreement contained in, the applicable Indenture (other than a default in the performance or breach of a covenant, warranty or agreement which is specifically dealt with in clause (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 Issuer 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 Issuer or any Restricted Subsidiary or the payment of which is guaranteed by Parent, the Issuer or any Restricted Subsidiary (other than Indebtedness owed to Parent, the Issuer 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

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            maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $75.0 million (or its foreign currency equivalent) or more at any one time outstanding;

          (5)
          certain events of bankruptcy affecting Parent, the Issuer 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 Issuer, would constitute a Significant Subsidiary);

          (6)
          the failure by Parent, the Issuer 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 Issuer, would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $75.0 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 Issuer, 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 applicable Indenture.

                If an Event of Default (other than an Event of Default specified in clause (5) above with respect to the Issuer) shall occur and be continuing, the Trustee, by written notice to the Issuer, or the holders of at least 25% in aggregate principal amount of the outstanding Notes under the applicable Indenture by written notice to the Issuer and the Trustee, may declare the principal of and accrued interest on the applicable 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 Issuer occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shallipso 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.

                Each Indenture provides that, at any time after a declaration of acceleration with respect to the applicable Notes as described in the two preceding paragraphs, the holders of a majority in principal amount of the applicable 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 Issuer 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.


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                The holders of a majority in principal amount of a series of Notes issued and then outstanding under the applicable 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 of the applicable Notes, if within 30 days after such Event of Default arose the Issuer 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 applicable Notes as described above be annulled, waived or rescinded upon the happening of any such events.

                Holders of any series of Notes may not enforce the applicable Indenture or the Notes except as provided in the Indenture and under the TIA. Subject to the provisions of the applicable Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under such 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 applicable 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 Issuer is required to deliver to the Trustee annually a statement regarding compliance with the applicable Indenture. Upon becoming aware of any Default or Event of Default, the Issuer 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 Issuer, 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 Issuer 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.


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        Legal Defeasance and Covenant Defeasance

                The Issuer 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 of any series issued under an 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 Issuer'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;

          (3)
          the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer's obligations in connection therewith; and

          (4)
          the Legal Defeasance provisions of such Indenture.

                In addition, the Issuer 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 applicable 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 Issuer 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 such Indenture.

                In order to exercise either Legal Defeasance or Covenant Defeasance under the Indenture:

          (1)
          the Issuer 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 Issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date;

          (2)
          in the case of Legal Defeasance, the Issuer has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, 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 Issuer 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

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            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 Issuer or any Guarantor are a party or by which the Issuer or any of its Guarantors is bound;

          (6)
          the Issuer must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of Notes over the other creditors of the Issuer or any Guarantor or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or any Guarantor or others; and

          (7)
          the Issuer 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

                Each 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 Issuer, 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 Issuer 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 Issuer is a party or by which the Issuer is bound;

          (3)
          the Issuer has paid or caused to be paid all sums payable by it under the applicable Indenture; and

          (4)
          the Issuer has delivered irrevocable instructions to the Trustee under the applicable 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.

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                In addition, the Issuer 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, each 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 either 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 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 either 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, and 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 such Notes;

          (9)
          modify or change any provision of the applicable 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;

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          (11)
          amend, change or modify in any material respect the obligation of the Issuer 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 Issuer, 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 applicable Indenture, the Notes or the Guarantees for any of the following purposes 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;

          (3)
          to provide for the assumption by a Successor Company or a successor company of a Guarantor, as applicable, of the Issuer's or such Guarantor's obligations under the applicable Indenture, the Notes or any Guarantee in accordance with the provisions of the applicable 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 applicable 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 applicable Indenture under the TIA;

          (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 applicable Indenture; or

          (9)
          to conform the text of the Indenture, Notes or Guarantees to any provision of this "Description of Notes."

                No amendment of, or supplement or waiver to, either of the Indenture shall adversely affect the rights of any holder of Designated Senior Indebtedness under the subordination provisions of the Indentures, 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 Issuer, each 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 either Indenture will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee under such Indenture, subject to certain exceptions. Each 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 person in the conduct of


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        such person's own affairs. Subject to such provisions, the Trustee is under no obligation to exercise any of its rights or powers under any Indenture at the request, order or direction 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.

                "2017 Applicable Premium" means, with respect to any 2017 Note on any applicable redemption date, the excess of:

          (a)
          the present value at such redemption date of (i) the redemption price at October 15, 2014 (such redemption price being set forth under "—Optional Redemption")plus (ii) all required interest payments due on such 2017 Note through October 15, 2014 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the 2017 Treasury Rate as of such redemption date plus 50 basis points; over

          (b)
          the then outstanding principal amount of such 2017 Note.

                "2017 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 October 15, 2014;provided,however, that if the period from such redemption date to October 15, 2014 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

                "2020 Applicable Premium" means, with respect to any 2020 Note on any applicable redemption date, the excess of:

          (a)
          the present value at such redemption date of (i) the redemption price at October 15, 2016 (such redemption price being set forth under "—Optional Redemption")plus (ii) all required interest payments due on such 2020 Note through October 15, 2016 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the 2020 Treasury Rate as of such redemption date plus 50 basis points; over

          (b)
          the then outstanding principal amount of such 2020 Note.

                "2020 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 October 15, 2016;provided,however, that if the period from such redemption date to October 15, 2016 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

                "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 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

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            (2)
            Indebtedness secured by an existing Lien encumbering any asset acquired by such specified Person.

                  "Additional Interest" has the meaning given to such term or similar terms 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.

                  "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 Issuer (other than the sale of Equity Interests of the Issuer) 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 Issuer 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 Issuer 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 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 Issuer 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 Issuer or by the Issuer 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 Issuer 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");

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            (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 Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions, permitted under the applicable 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 Issuer or a Restricted Subsidiary are not material to the conduct of the business of the Issuer 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 Issuer or any Restricted Subsidiary in respect of services provided to the Issuer or a Restricted Subsidiary in the ordinary course of business approved by the Board of Directors of the Issuer;

            (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;

            (19)
            the sale or other disposition of a Seed Capital Investment in the ordinary course of business; and

            (20)
            dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties entered into in the ordinary course of business.

                  "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

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            (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 Issuer or any other Subsidiary of the Issuer 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 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;

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            (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, as amended, 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) above 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 Issuer 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 other business combination or purchase of Beneficial Ownership or otherwise, directly or indirectly, of 50% or more of the Voting Stock of the Issuer 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 Issuer 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 Issuer 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 Issuer 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


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          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 Indebtednessminus (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 Issuer 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

            (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 Issuer 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, 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,

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            (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 Issuer, 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 Issuer 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 Issuer in a net loss of any such Person for such period to the extent the Issuer 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 Issuer will be, subject to 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 Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

            (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 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,

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            (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 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; and

            (m)
            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 Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments made by the Issuer 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 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 Issuer 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 Issuer, 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 GAAPminus (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 Issuer 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 Issuer.


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                  "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, dated as of November 13, 2007, among the Issuer, 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 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 Issuer, 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)(A) of the second paragraph of the covenant described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock."


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                  "Debt Issuances" means, with respect to the Issuer 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 Issuer 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 Issuer or any direct or indirect parent company of the Issuer (other than Disqualified Stock of the Issuer), 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 Issuer 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, whether outstanding on the Issue Date or thereafter created, incurred or assumed, including, without limitation, 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 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, 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 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 Issuer 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

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            (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 putable 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 Issuer or any of its Subsidiaries for compensatory purposes or to plan for the benefit of employees of the Issuer 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 Issuer or any of its Subsidiaries pursuant to the terms of any such arrangement.

                  "Domestic Subsidiary" means any direct or indirect subsidiary of the Issuer 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 such period, including payments made pursuant to any tax sharing agreements or arrangements among the Issuer, its Restricted Subsidiaries and any direct or indirect parent company of the Issuer (so long as such tax sharing payments are attributable to the operations of the Issuer 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

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                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 Issuer or net cash proceeds of an issuance of Equity Interest of the Issuer (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 Issuer 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 any acquisition or disposition (including termination or discontinuance of activities constituting such business) by the Issuer 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 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 Issuer 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 Issuer or a Restricted Subsidiary and actually paid or refunded, or, so long as the Issuer 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

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              (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);

            (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 orminus, 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).

                  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 Issuer 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 Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than (i) public offerings with respect to common stock of the Issuer 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 Issuer.

                  "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 Issuer and its Restricted Subsidiaries from:

            (1)
            contributions to its common equity capital; and

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            (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 Issuer 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 Issuer's $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.

                  "Foreign Subsidiary" means any Restricted Subsidiary of the Issuer that is not a Domestic Subsidiary.

                  "GAAP" means generally accepted accounting principles in the United States in effect on the Issue Date, 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 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 Issuer 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 Issuer 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


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          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 adjustments 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 Issuer 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,

            (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);

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            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 Issuer, 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 Issuer and its Subsidiaries;

              (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 Issuer or any of its 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 Issuer or any Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Issuer, the Issuer 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." The amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or


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            decreases in the value of such Investment, less any amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment.

                    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 Issuer's equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer 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 Issuer shall be deemed to continue to have a permanent "Investment" in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Issuer's "Investment" in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Issuer'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 Issuer.

                    "Issue Date" means September 19, 2012, the date of the initial issuance of the Notes.

                    "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.

                    "Management Agreement "means the Management Services Agreement dated as of November 13, 2007, by and among certain management companies associated with the Sponsor, certain other equity investors and the Issuer 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 Issuer, 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 Issuer and its Restricted Subsidiaries in connection therewith), and the Issuer'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 Issuer or any of its


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            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 Issuer 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 Issuer.

                    "Officers' Certificate" means a certificate signed on behalf of the Issuer, by two Officers of the Issuer, one of whom is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer that meets the requirements set forth in the applicable Indenture.

                    "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 Issuer 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 Issuer 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 Person who is an Officer or otherwise a member of management of the Issuer 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 Issuer 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, (iii) any Related Party of any of the foregoing Persons and (iv) 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), or (iii) 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 Issuer or any of its direct or indirect parent entities, including, without limitation, Parent.


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                    "Permitted Investments" means

              (1)
              (A) any Investment by the Issuer in any Restricted Subsidiary or by a Restricted Subsidiary in the Issuer or another Restricted Subsidiary or (B) any Seed Capital Investment made by the Issuer 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 Issuer 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 Issuer 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;

              (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 Issuer or any Restricted Subsidiary (A) in exchange for any other Investment or accounts receivable held by the Issuer 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 Issuer 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 Issuer;

              (10)
              any Investment by the Issuer 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 the greater of (i) $150.0 million and (ii) 27.5% of Trailing EBITDA (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 Issuer 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

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                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 Issuer 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 $25.0 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 Issuer, are necessary or advisable to effect a Receivables Facility.

                    "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 Issuer or any Restricted Subsidiary;

              (4)
              Liens on property at the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer 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 Issuer 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;

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              (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 Issuer 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 Issuer 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 the greater of (i) $50.0 million and (ii) 10% of Trailing EBITDA 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 Issuer 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 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 Issuer 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

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                (x) interfere in any material respect with the business of the Issuer 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 Issuer 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 Issuer 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 pooled deposit or sweep accounts of the Issuer or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

              (23)
              Liens solely on any cash earnest money deposits made by the Issuer 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;

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                (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 Issuer 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;

                (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 Issuer or any Restricted Subsidiary in respect of services provided to the Issuer or a Restricted Subsidiary in the ordinary course of business approved by Board of Directors of the Issuer be considered Preferred Stock.


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                      "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 Issuer 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 Issuer, 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 Issuer or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuer 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 with respect to any series of Notes, (i) the Registration Rights Agreement dated as of the Issue Date between the Issuer, the Guarantors and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives (the "Representatives") of the initial purchasers relating to the Notes 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 Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer 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, (i) any investment fund controlled by or under common control with Madison Dearborn Partners, LLC, 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 Issuer 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


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              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 Issuer (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 Issuer or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer 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 Indebtednessminus (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 Issuer 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 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 adjustments 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 Issuer 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


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              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 Issuer, any Indebtedness of the Issuer 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 Issuer under GAAP.

                      "Subsidiary Guarantors" means the Guarantors other than Parent or any other direct or indirect parent of the Issuer that delivers a Guarantee.

                      "Total Assets" means total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis prepared in accordance with GAAP, shown on the most recent balance sheet of the Issuer 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 Issuer 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 Issuer 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 Issuer or any Restricted Subsidiary since the beginning of such period)


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              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 Issuer 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 Issuer'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 Issuer 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 Issuer and its Restricted Subsidiaries as may be expressly stated.

                      "Trailing EBITDA" means EBITDA of the Issuer and its Restricted Subsidiaries for the four most recently ended full fiscal quarters for which internal financial statements are available.

                      "Transaction Expenses" means any fees or expenses incurred or paid by the Issuer 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 entry into an amendment to the Credit Agreement and incurrence of additional Indebtedness thereunder on the Issue Date by the Issuer and the guarantors thereunder, (ii) the issuance of the Notes and the provision of Guarantees by the Guarantors, (iii) the refinancing of certain existing indebtedness of the Issuer as contemplated in the offering memoranda distributed in connection with the private offerings of the outstanding notes and (iv) the payment of fees and expenses related to each of the foregoing.

                      "Unrestricted Subsidiary" means (i) any Subsidiary of the Issuer that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Issuer, as provided below) and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (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 Issuer or any Subsidiary of the Issuer (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


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              the election of directors or other governing body are owned, directly or indirectly, by the Issuer, (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 Issuer or any Restricted Subsidiary (other than the Capital Stock of such Subsidiary to be so designated). The Board of Directors of the Issuer 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 Issuer shall be notified by the Issuer 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 "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 Issuer 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.


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                      "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.


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              MANAGEMENT

                      Our directors executive officers and certain other keyexecutive officers are as follows:

              Name
               Age Principal Position

              John P. Amboian

                4852 Chairman, Chief Executive Officer and Director

              Mark J.P. Anson

              50President and Executive Director, Investment Services

              Glenn R. Richter

                4752 Executive Vice President, Chief Operating Officer and Principal Financial Officer

              Thomas S. Schreier, Jr. 

              51Vice Chairman, Wealth Management

              William Adams IV

              58Senior Executive Vice President, Global Structured Products

              John L. MacCarthy

                4954 Executive Vice President, Secretary and General Counsel

              Sherri A. Hlavacek

                4651 Managing Director, Corporate Controller and Principal Accounting Officer

              Terrance R. Dolan

              52Director

              Vahe A. Dombalagian

              40Director

              Frederick W. Eubank II

              50Director

              Timothy M. Hurd

              43Director

              Edward M. Magnus

                38 Director

              Samuel M. Mencoff

              57Director

              Eugene S. Sunshine

              64Director

              Mark B. Tresnowski

                5054 Director

              Vahe A. Dombalagian

              36Director

              Edward M. Magnus

              34Director

              Peter S. Voss

                63Director

              Eugene S. Sunshine

              59Director

              Frederick W. Eubank II

              45Director

              Nathan C. Thorne

              55Director

              Angel L. Morales

              3567 Director

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

              Mark J.P. Anson has been As a result of these and other professional experiences, Mr. Amboian possesses particular knowledge and experience with respect to our Presidentbusiness and Executive Director, Investment Services since September 2007. Prior tothe asset management industry, strategic planning and leadership of complex organizations that he served as Chief Executive Officer of London-based Hermes Pensions Management Ltd.strengthen the board's collective qualifications, skills 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).experience.

                      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.

                      Thomas S. Schreier, Jr. became our Vice Chairman, Wealth Management in December 2010. Mr. Schreier was Chief Executive Officer of FAF Advisors from November 2000 to December 2010 and President of First American Funds from February 2001 to December 2010. From 1998 to November 2000, Mr. Schreier served as Senior Managing Director and Head of Equity Research for U.S. Bancorp Piper Jaffray, Inc.

              William Adams IV became our Senior Executive Vice President, Global Structured Products in November 2010. Prior to that, he was our Executive Vice President, U.S. Structured Products since December 1999. Mr. Adams was our Managing Director of Structured Investments from September 1997 to December 1999 and Vice President and Manager, Corporate Marketing from August 1994 to September 1997.

              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


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              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.


              Table of ContentsController and has served as our Corporate Controller since 2001. She has been our Principal Accounting Officer since October 2006.

                      Timothy M. HurdTerrance R. Dolan became a director of Nuveen Investments and a director of Holdings upon completionin February 2013. Mr. Dolan is Vice Chairman, Wealth Management and Securities Services, of U.S. Bancorp. Mr. Dolan has served in this position since July 2010. From September 1998 to July 2010, Mr. Dolan served as U.S. Bancorp's Controller. Mr. Dolan currently serves on the MDP Transactions.boards of The Minneapolis Foundation, Artspace Projects, Inc., Cowles Center for Dance and the Performing Arts, the University of St. Thomas Opus College of Business, Catholic Charities and the College of St. Benedict. As a result of these and other professional experiences, Mr. HurdDolan possesses particular knowledge and experience in financial management, accounting, strategic planning, corporate development, and board practices of other organizations that strengthen the board's collective qualifications, skills and experience.

              Vahe A. Dombalagian became a director of Nuveen Investments and a director of Holdings in November 2007. Mr. Dombalagian is a Managing Director of MDP, and joined that firm in 1996.2001. Mr. Dombalagian currently serves on the boards of directors of Cinemark Holdings, Inc., EVO Merchant Services, LA Fitness International, LLC and National Financial Partners Corp. As a result of these and other professional experiences, Mr. Dombalagian possesses particular knowledge and experience in investment banking, private equity, strategic planning, leadership of complex organizations and board practices of other major corporations that strengthen the board's collective qualifications, skills and experience

              Frederick W. Eubank II has been a director of Nuveen Investments and a director of Holdings since May 2008. Mr. Eubank is a Managing Partner of Pamlico Capital and joined that firm in 1988. Mr. Eubank currently serves on the board of Physical Endoscopy Holdings, LLC and previously served on the boards of directors of CapitalSource, Inc. and Comsys IT Partners. Mr. Eubank currently serves on the board of trustees at Wake Forest University. As a result of these and other professional experiences, Mr. Eubank possesses particular knowledge and experience in private equity, strategic planning, leadership of complex organizations and board practices of other major corporations that strengthen the board's collective qualifications, skills and experience.

              Timothy M. Hurd became a director of Nuveen Investments and a director of Holdings in November 2007. Mr. Hurd is President and Chief Investment Officer of BlueSpruce Investments, LP, a private investment firm. From 2000 to February 2013, Mr. Hurd served as Managing Director of MDP. Mr. Hurd also serves on the board of directors of Horton Trust Company and CapitalSource, Inc. Mr. Hurd also serves on the boards of the Children's Memorial Foundation, the Latin School of Chicago and the Endowment & Investment Committee of the Chicago Symphony Orchestra. As a result of these and other professional experiences, Mr. Hurd possesses particular knowledge and experience in the financial services industry, private equity, strategic planning, leadership of complex organizations and board practices of other major corporations and organizations that strengthen the board's collective qualifications, skills and experience.

              Edward M. Magnus became a director of Nuveen Investments and a director of Holdings in November 2007. Mr. Magnus is Managing Director and Head of Research of BlueSpruce Investments, LP. Prior to joining BlueSpruce in February 2013, Mr. Magnus worked at MDP, joining the firm in 2000 for two years as an Associate and then returning after business school in 2004 as a Vice President, before being promoted to Director in 2008. As a result of these and other professional experiences, Mr. Magnus possesses particular knowledge and experience in the financial services


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              industry, private equity, strategic planning and leadership of complex organizations that strengthen the board's collective qualifications, skills and experience

              Samuel M. Mencoff became a director of Nuveen Investments and a director of Holdings in May 2013. Mr. Mencoff is co-Chief Executive Officer of MDP. Prior to co-founding MDP, Mr. Mencoff was with First Chicago Venture Capital for 11 years. Mr. Mencoff currently serves on the Boards of Directors of Boise Cascade Company, Packaging Corporation of America, Smurfit Kappa Group Limited, and World Business Chicago. He is a member of the Board of Fellows of Brown University, a Trustee of the Art Institute of Chicago and a Director of NorthShore University HealthSystem, where he serves as chairman of the investment committee. As a result of these and other professional experiences, Mr. Mencoff possesses particular knowledge and experience in the financial services industry, private equity, strategic planning, leadership of complex organizations and board practices of other major corporations and organizations that strengthen the board's collective qualifications, skills and experience.

              Eugene S. Sunshine has been a director of Nuveen Investments and a director of Holdings since May 2008. Mr. Sunshine is Senior Vice President for Business and Finance (Chief Financial Officer), Northwestern University, a position he has held since 1997. Prior to joining Northwestern, he was senior vice president for administration at The John Hopkins University. Mr. Sunshine currently serves as the chairman of the board of Rubicon, an insurance affiliate of Northwestern University, and on the boards of directors of the Chicago Board Options Exchange, PlattForm Advertising, Inc., the Civic Federation, Evanston Inventure and the Pathways Awareness Foundation. Mr. Sunshine serves as a member of the audit committee and as chairman of the compensation committee at the Chicago Board Options Exchange and serves as chairman of the audit committee at PlattForm Advertising, Inc. He is also a member of the Advisory Committee of the District 65 Educational Foundation and a member of the Commercial Club of Chicago. Mr. Sunshine previously served as a member of the board of the Nuveen family of mutual funds from 2005 through July 2007. As a result of these and other professional experiences, Mr. Sunshine possesses particular knowledge and experience in accounting, finance, strategic planning, leadership of complex organizations and board practices of other major corporations that strengthen the board's collective qualifications, skills and experience.

                      Mark B. Tresnowski became a director of Nuveen Investments and a director of Holdings upon completion of the MDP Transactions.in November 2007. Mr. Tresnowski is a Managing Director and General Counsel of MDP and joined that firm in 2005. Previously, 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 servesTresnowski previously served on the board of directors of Cinemark Holdings, Inc.

              Edward M. Magnus becameUS Power Generating Company. Mr. Tresnowski also serves on the board of trustees of The Children's Home + Aid. As a directorresult of these and a directorother professional experiences, Mr. Tresnowski possesses particular knowledge and experience in complex legal and regulatory issues, strategic planning, leadership of Holdings upon completioncomplex organizations and board practices of other major corporations that strengthen the MDP Transactions. Mr. Magnus is a Director of MDPboard's collective qualifications, skills and joined that firm in 2004.experience.

                      Peter S. Voss has been a director of Nuveen Investments 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.Massachusetts, where he also served on the audit committee, compensation committee and investment committee. Mr. Voss currently serves as a director of The Oakmark Funds and IRG, Inc. Mr. Voss also serves as a director onmember of the Board of Fellows of Brown University and other charitable organizations.

              Eugene S. Sunshine has been As a directorresult of these and a directorother professional experiences, Mr. Voss possesses particular knowledge and experience in the asset management industry, strategic planning, leadership of Holdings since May 2008. Mr. Sunshine is Senior Vice President for Businesscomplex organizations and Finance, Northwestern University and joined that institution in 1997. Mr. Sunshine currently serves as the Chairmanboard practices 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 currently a consultant to Bank of America. For the five years prior to July 2, 2009, Mr. Thorne was President of Merrill Lynch Global Private Equity. He also previously served as 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 BAML Capital Partners (formerly known as 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 BAML Capital Partners (formerly known as Merrill Lynch Global Private Equity) has the right to appoint two members, the Nuveen Investments chief executive officer will serve as a member


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              other major corporations and a majorityorganizations that strengthen the board's collective qualifications, skills and experience.

              Composition of the other membersBoard 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 been appointed by MDP and Messrs. Morales and Thorne has been appointed by an affiliate of BAML Capital Partners (formerly known as Merrill Lynch Global Private Equity). Mr. Sunshine has been appointed as the independent member of the board of managers.Directors

                      The limited liability company operating agreement of Holdings also provides thatrequires Holdings shallto cause the board of directors of the Company to consist of the same individuals serving on the board of managers of Holdings. Members of the board of managers of Holdings are appointed pursuant to the limited liability company agreement of Holdings, under which MDP has the right to appoint six members, an affiliate of U.S. Bancorp has the right to appoint one member, the Nuveen Investments chief executive officer serves as a member and a majority of the members of the board may appoint up to three independent members. Messrs. Hurd, Tresnowski, Dombalagian, Magnus, Eubank and Mencoff have been appointed by MDP and Mr. Dolan has been appointed by an affiliate of U.S. Bancorp. Messrs. Sunshine and Voss have been appointed as independent members of the board of managers.

              Code of EthicsBoard Committees

                      Nuveen Investments has adopted a Code of Business Conductthree board committees—the Audit and Ethics, which applies broadly to all employees, officers and directors and also includes specific provisions applying toCompliance Committee, 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,Compensation Committee and the conduct of our employees and executives.Strategy/M&A Committee.

              Director IndependenceManagement Services Agreement

                      The Company is privately owned. AsUpon the closing of the MDP Transactions, we entered into a result,management services agreement with affiliates of MDP and certain other equity investors in the Company is not requiredpursuant to have independent directors.

              Compensation Committee Interlockswhich they agreed to provide us with management, consulting, financial and Insider Participation

              other advisory services. Pursuant to this agreement, MDP and the other equity investors party thereto were 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 following persons servedmanagement services agreement also contained customary indemnification provisions in favor of MDP and the other equity investors party thereto. The management services agreement was terminated on our Compensation Committee during 2008: Timothy M. Hurd, Mark B. Tresnowski, Vahe A. Dombalagian and Michael Rubinoff.July 26, 2013. No memberfees were paid under this agreement to MDP or any of the Compensation Committee was,other equity investors during the fiscal year ended December 31, 2008,2013.

              MDP Investment in a CLO managed by Symphony

                      In 2007, an officer, former officeraffiliate of MDP 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 multiple tranches of securities that are collateralized by a pool of assets that consists primarily of syndicated loans and other debt obligations. 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 set forth in the Symphony CLO V governing documents. We have no equity interest in Symphony CLO V or, employeeexcept by virtue of Symphony's management contract, any other interest in it.

              Transactions with MDP

                      MDP is a private equity firm that has investments in companies that purchase products or services from, or provide products and services to, us. We believe that such transactions are entered into in the ordinary course of business on terms no less favorable to us than terms that could have been reached with an unaffiliated third party.

              Bank of America Disaffiliation and Related Transactions

                      Upon completion of the MDP Transactions, affiliates of BAML Capital Partners (formerly known as Merrill Lynch Global Private Equity) (such affiliates, "BAML") held approximately 32.7% of the equity interests in Holdings. Bank of America Corporation ("Bank of America") is the ultimate parent company of BAML. During February 2011, Holdings, MDP (through its affiliated investment funds), BAML and certain other equity investors in Holdings engaged in a series of transactions pursuant to which, among other things, (i) Holdings issued and sold approximately $82 million in new equity interests to MDP (through its affiliated investment funds), BAML and certain other equity investors in Holdings and used the proceeds therefrom to purchase BAML's relinquishment of certain control rights it held under Holdings' limited liability company agreement and registration rights agreement and (ii) MDP (through its affiliated investment funds) acquired a portion of BAML's equity interest in Holdings such that BAML's equity interest was reduced from approximately 29.5% to approximately 9.5% (together, the "Disaffiliation Transactions"). As a result of the Disaffiliation Transactions, the equity interests in Holdings beneficially owned by MDP (through its affiliated investment funds) increased from approximately 41.6% to approximately 60.6%. Holdings entered into the Disaffiliation Transactions in order to allow us to reduce the level of regulatory-based restrictions that historically had limited our ability to engage in business with Bank of America and its affiliates. Following the Disaffiliation Transactions, certain of our Company ordirectors and officers were given the opportunity to purchase equity interests in Holdings on substantially the same terms as those offered and sold in connection


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              with the Disaffiliation Transactions. On May 11, 2012, BAML sold its remaining 9.5% equity interest in Holdings to Monarch Opportunities Holdings, LLC (an affiliate of Partners Group Holding AG).

              Transactions with Bank of America and U.S. Bancorp

                      Upon completion of the MDP Transactions, BAML held approximately 32.7% of the equity interests in Holdings. Bank of America is the ultimate parent company of BAML. As a result of the Disaffiliation Transactions described above and the subsequent transfer of its remaining equity interests in Holdings, BAML no longer holds any equity interests in Holdings. Throughout the period during which BAML did hold equity interests in Holdings, we regularly engaged in business transactions with Bank of America and its affiliates for the distribution of our subsidiaries. Noneopen-end funds, closed-end funds and other products and investment advisory services (and continue to engage in such transactions). For example, we participated in "wrap-fee" retail managed account and other programs sponsored by Bank of America and its affiliates through which our executive officersinvestment services were made available to high-net-worth and institutional clients. In addition, we served as sub-advisor to various funds sponsored by Bank of America and its affiliates.

                      As a member of:

                the compensation committee of another entity in which oneresult of the executive officersFAF Transaction, Firstar Capital Corporation, an affiliate of such entity served on our Compensation Committee;U.S. Bancorp, acquired approximately 9.5% of the Company's equity interests. Also in connection with the FAF Transaction, we entered into a strategic investment services agreement with U.S. Bank National Association ("USB"), an affiliate of U.S. Bancorp, pursuant to which we will have an ongoing distribution relationship with USB for a period of five years following the closing of the FAF Transaction. In addition, we agreed to provide certain research and other portfolio services to USB in exchange for fees which, for the fiscal years ended December 31, 2011, 2012 and 2013, equaled approximately $5.0 million, $5.1 million, and $5.3 million, respectively, in the aggregate. USB also serves as the trustee under the indentures for the notes and will serve as exchange agent in connection with the exchange offers.

                Policies and Procedures for Related Party Transactions

                        From time to time, we may do business with certain related parties. The board of directors has not adopted a formal written policy for the review and approval of transactions with related parties. However, 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 servedreviews and approves transactions with related parties as a member of our Board.
              appropriate.


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                EXECUTIVE COMPENSATION

                COMPENSATION DISCUSSION AND ANALYSISDESCRIPTION OF OTHER INDEBTEDNESS

                        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.Senior Secured Credit Facility

                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 a senior secured credit facility, consisting of a $2.3 billion first-lien term loan facility and a $250 million first-lien revolving credit facility (the "Original Revolving Credit Facility"). At the time of the MDP Transactions, we borrowed the full amount available under the $2.3 billion first-lien term loan facility (the "Original Term Loans"). We used the proceeds from this borrowing to finance part of the MDP Transactions.

                        On December 31, 2010, we amended our senior secured credit facility pursuant to which, among other things, we: extended the final maturity of $171.0 million of commitments under the Original Revolving Credit Facility from November 13, 2013 to November 13, 2015 (the "Extended Revolving Credit Facility"), subject to certain springing maturity terms; extended the final maturity of $1.0 billion of Original Term Loans from November 13, 2014 to May 13, 2017 (the "Extended Term Loans"), subject to certain springing maturity terms; and converted $57.0 million of then-outstanding borrowings under our Original Revolving Credit Facility into additional Extended Term Loans.

                        On December 30, 2011, we obtained an additional $280.0 million in first-lien term loans (the "Incremental Term Loans") under our senior secured credit facility. All proceeds of the Incremental Term Loans were used to pay a portion of the cash consideration for the acquisition of a controlling interest in Gresham.

                        On February 29, 2012, we extended an additional $789.3 million of Original Term Loans into additional Extended Term Loans. On the same date, we refinanced $500.0 million of second-lien term loans that we had obtained under our senior secured credit facility in July and August of 2009 (the "Original Second-Lien Term Loans") by obtaining $500.0 million of new second-lien term loans under our senior secured credit facility (the "New Second-Lien Term Loans"). Proceeds from the Original Second-Lien Term Loans were used to pay down a portion of our first-lien term loans. Proceeds from the New Second-Lien Term Loans were used to repay the $500.0 million of Original Second-Lien Term Loans.

                        On September 19, 2012, we amended employmentour senior secured credit facility pursuant to which, among other things, we:

                  obtained an additional $365.9 million in first-lien term loans having a final maturity of May 13, 2017 (the "New First-Lien Term Loans"), subject to the springing maturity date described under "—Maturity";

                  used a portion of the proceeds from the New First-Lien Term Loans to repay $228.8 million of the $297.9 million of outstanding Original Term Loans along with related fees and expenses;

                  extended the final maturity of the remaining $69.1 million of outstanding Original Term Loans from November 13, 2014 to May 13, 2017, subject to the springing maturity date described under "—Maturity";

                  used a portion of the proceeds from the New First-Lien Term Loans to repay the $13.9 million outstanding under the Original Revolving Credit Facility and the $108.1 million outstanding under the Extended Revolving Credit Facility, along with related fees and expenses; and

                  obtained a new $190.0 million first-lien revolving credit facility (the "New Revolving Credit Facility") having a final maturity of February 12, 2017, subject to the springing maturity date described under "—Maturity," which replaced both the Original Revolving Credit Facility and the Extended Revolving Credit Facility (the "Old Revolving Credit Facilities").

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                        After giving effect to the September 19, 2012 amendment, both the Original Term Loans that were extended, and the New First-Lien Term Loans that were obtained in connection with such amendment, had the same terms as the Extended Term Loans and, as a result, the term "Extended Term Loans" includes the extended Original Term Loans and the New First-Lien Term Loans for all purposes herein for any period after September 19, 2012. In addition, as a result of the September 19, 2012 amendment, all of our first-lien term loans, including the Incremental Term Loans, had a final maturity date of May 13, 2017, subject to the springing maturity date described under "—Maturity."

                        Effective February 28, 2013, we amended our senior secured credit facility pursuant to which we reduced the interest rate spread applicable to all of the outstanding Extended Term Loans and Incremental Term Loans and all of the outstanding commitments under the New Revolving Credit Facility. In addition, as a result of the February 28, 2013 amendment, we converted the outstanding Extended Term Loans and Incremental Term Loans into a single tranche of outstanding term loans under our first-lien term loan facility (the "Tranche A First-Lien Term Loans").

                        Effective April 29, 2013, we amended our senior secured credit facility pursuant to which we reduced the interest rate spread applicable to all of the outstanding Tranche A First-Lien Term Loans and New Second-Lien Term Loans, which are referred to herein for all periods after April 29, 2013 as the "Tranche B First-Lien Term Loans" and the "Tranche B Second-Lien Term Loans," respectively. In connection with the consummation of the April 29, 2013 amendment, we paid call premiums equal to 1.0% and 2.0% of the principal amount of refinanced Tranche A First-Lien Term Loans and New Second-Lien Term Loans, respectively, which totaled approximately $35.6 million, along with other customary fees and expenses.

                Principal Amounts Outstanding

                        At December 31, 2013, we had $2.6 billion of outstanding Tranche B First-Lien Term Loans and $500.0 million of outstanding Tranche B Second-Lien Term Loans.

                        At December 31, 2013, we did not have any outstanding borrowings under our New Revolving Credit Facility.

                Maturity

                        Subject to the springing maturity date described below, the Tranche B First-Lien Term Loans mature on May 13, 2017, the Tranche B Second-Lien Term Loans mature on February 28, 2019, and the commitments and any borrowings under our New Revolving Credit Facility mature on February 12, 2017.

                        The Tranche B First-Lien Term Loans, the Tranche B Second-Lien Term Loans and the commitments under our New Revolving Credit Facility are subject to a springing maturity date. The final maturity date for each will change to the 90th day prior to the maturity of our 5.5% senior notes due September 15, 2015 (i.e., June 17, 2015) if, on such date, the aggregate principal amount of all such 5.5% senior notes is equal to or greater than our adjusted EBITDA (as defined in the credit agreement withgoverning our chief executive officer and entered into employment agreements with our other named executive officers. Thesenior secured credit facility) for the most recently ended four fiscal quarters.

                        Under the terms of these employment agreements are summarizedthe credit agreement governing our senior secured credit facility, we may refinance (at par or with any applicable premium, costs and expenses) our Tranche B First-Lien Term Loans, Tranche B Second-Lien Term Loans and any borrowings or commitments under our New Revolving Credit Facility through (i) in "2008 Potential Payments Upon Terminationthe case of each of our borrowings other than the New Second-Lien Term Loans, the issuance of first-lien senior notes or Change In Control (Liquidity Event)" beginningloans secured by the collateral securing the obligations under the credit agreement on page 98.a pari passu basis, (ii) the issuance of second-lien senior notes or loans secured by the collateral securing the obligations under the credit agreement on a second-lien basis, (iii) the issuance of unsecured senior notes or loans, and/or (iv) the


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                incurrence of new classes of term loans and/or revolving credit commitments under the credit agreement (including through a conversion or exchange of existing term loans and/or existing revolving credit borrowings or commitments into such new classes).

                Compensation Philosophy and ObjectivesPrepayments

                        The Company's overall philosophy iscredit agreement permits all or any portion of the borrowings outstanding under our senior secured credit facility to create value by using all elementsbe prepaid at par, except that voluntary prepayments of executive compensationthe Tranche B Second-Lien Term Loans prior to reinforceApril 29, 2014, would be subject to a results-oriented management culture focusing on1.0% prepayment premium.

                        We may be required to make a mandatory prepayment of the borrowings outstanding under our level of earnings, the achievement of longer-term strategic goals and objectives and specific individual performance. The objectivessenior secured credit facility in certain circumstances, including a material sale of our compensation policiesassets in which the proceeds are not reinvested in our business and the accumulation of "excess cash flow," as defined in the credit agreement governing our senior secured credit facility. In addition, upon the occurrence of certain "change of control" transactions, we must make an offer to repay all or any part of each Tranche B Second-Lien Term Loan at a price of 101% of the principal amount thereof plus accrued and unpaid interest thereon.

                Guarantors and Security

                        All obligations under our senior secured credit facility are guaranteed by Parent, and each of our present and future, direct and indirect, wholly-owned material subsidiaries (excluding broker-dealer subsidiaries, foreign subsidiaries and domestic subsidiaries whose only assets are equity interests in foreign subsidiaries). The obligations under our senior secured credit facility and these guarantees are secured, subject to permitted liens and other specified exceptions, (i) on a first-lien basis, by all of our capital stock and the capital stock of certain of our subsidiaries (excluding significant subsidiaries (as defined in Rule 1-02 of Regulation S-X under the Securities Act) and limited, in the case of foreign subsidiaries, to provide100% of the non-voting capital stock and 65% of the voting capital stock of the first tier foreign subsidiaries) directly held by us or any guarantor and (ii) on a levelfirst-lien basis by substantially all of compensationour and each guarantor's present and future assets, except that the Tranche B Second-Lien Term Loans are secured by the same capital stock and assets on a second-lien basis.

                Interest and Fees

                        The Tranche B First-Lien Term Loans bear interest at a rate per annum of LIBOR plus a spread of 4.00% (or alternate base rate plus 3.00%), subject to a 25 basis point step-down in the spread if we achieve a senior secured net leverage ratio (as defined below) of 4.00:1.00 or less. The Tranche B Second-Lien Term Loans bear interest at a rate per annum of LIBOR (subject to a 1.25% floor) plus a spread of 5.25% per annum (or alternate base rate (subject to a 2.25% floor) plus 4.25%). Borrowings under the New Revolving Credit Facility bear interest at a rate per annum of LIBOR plus a spread of 5.00% (or alternate base rate plus 4.00%), subject to a 25 basis point step-down in the spread if we achieve a senior secured net leverage ratio of 4.00:1.00 or less but greater than 3.25:1.00, and a 50 basis point step-down in the spread if we achieve a senior secured net leverage ratio of 3.25:1.00 or less. See "Interest Rate Sensitivity" below for a discussion of the Company's interest rate hedging activities.

                        In addition to paying interest on outstanding principal of borrowings under our senior secured credit facility, we are required to pay a commitment fee to the lenders in respect of any unutilized loan commitments under the New Revolving Credit Facility at a rate of 0.375% per annum.


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                Covenants

                        The credit agreement governing our senior secured credit facility contains a financial maintenance covenant that prohibits us from exceeding a ratio of (i) funded first-lien secured indebtedness (expressly excluding the Tranche B Second-Lien Term Loans) less unrestricted cash and cash equivalents to (ii) consolidated adjusted EBITDA (as defined in the credit agreement) of 5.75:1.00 (the "senior secured net leverage ratio"). The credit agreement also contains a number of other covenants that, among other things, limit or restrict our ability 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 our line of business or engage in certain transactions with affiliates.

                Events of Default

                        The credit agreement governing our senior secured credit facility contains customary events of default including: non-payment of principal; non-payment of interest or fees; non-payment of any other amounts due under our senior secured credit facility; 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 facility; 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.

                Senior Unsecured Notes

                9.125% Senior Notes due 2017 / 9.5% Senior Notes due 2020

                        On September 19, 2012, we completed a notes offering (the "2017/2020 Notes Offering") of the 2017/2020 Notes. The 2017 Notes will allow usmature on October 15, 2017 and accrue interest at the rate of 9.125% per year. The 2020 Notes will mature on October 15, 2020 and accrue interest at the rate of 9.5% per year. Interest on the 2017/2020 Notes is payable semi-annually in cash in arrears on April 15 and October 15 of each year. The net proceeds of the 2017/2020 Notes Offering were primarily used to attract, motivate, retainrepurchase and reward talented executives whoredeem all of our then outstanding 10.5% senior unsecured notes due 2015 and pay the related fees and expenses. The remaining proceeds were used for general corporate purposes. The 2017/2020 Notes rank equally in right of payment with all of our other existing and future senior unsecured indebtedness and senior in right of payment to any future indebtedness that is subordinated in right of payment to the notes. Obligations under the 2017/2020 Notes are guaranteed by Parent and each of our present and future, direct and indirect, wholly owned material domestic subsidiaries that guarantee our obligations under our senior secured credit facility (discussed above). Such guarantees are subordinated in right of payment to the guarantees of our obligations under our senior secured credit facility and related hedging obligations and any of our future secured indebtedness.

                        We may redeem some or all of the 2017 Notes at any time prior to October 15, 2014 by paying a price equal to 100% of the principal amount plus a "make-whole" premium, along with accrued and unpaid interest and additional interest (as defined in the indentures governing the 2017/2020 Notes), if any, to the date of redemption. At any time prior to October 15, 2014, we may, on one or more occasions, use the net cash proceeds of certain equity offerings to redeem up to 35% of the principal amount of the 2017 Notes at a redemption price equal to 109.125% of their principal amount, plus accrued and unpaid interest and additional interest, if any, to the redemption date; provided that at least 65% of the aggregate principal amount of the 2017 Notes originally issued remains outstanding immediately following such redemption and such redemption occurs within 90 days of such equity offering. At any time on or after October 15, 2014, the 2017 Notes may be redeemed at the redemption prices (expressed as a percentage of the principal amount) set forth below, plus accrued and unpaid


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                interest, and additional interest, if any, to, but not including, the redemption date, if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

                Year
                 Percentage 

                2014

                  106.844%

                2015

                  104.563%

                2016 and thereafter

                  100.000%

                        We may redeem some or all of the 2020 Notes at any time prior to October 15, 2016 by paying a price equal to 100% of the principal amount plus a "make-whole" premium, along with accrued and unpaid interest and additional interest, if any, to the date of redemption. At any time prior to October 15, 2015, we may, on one or more occasions, use the net cash proceeds of certain equity offerings to redeem up to 35% of the principal amount of the 2020 Notes at a redemption price equal to 109.5% of their principal amount, plus accrued and unpaid interest and additional interest, if any, to the redemption date; provided that at least 65% of the aggregate principal amount of the 2020 Notes originally issued remains outstanding immediately following such redemption and such redemption occurs within 90 days of such equity offering. At any time on or after October 15, 2016, the 2020 Notes may be redeemed at the redemption prices (expressed as a percentage of the principal amount) set forth below, plus accrued and unpaid interest and any additional interest, if any, to, but not including, the redemption date, if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

                Year
                 Percentage 

                2016

                  104.750%

                2017

                  102.375%

                2018 and thereafter

                  100.000%

                        The indentures governing our 2017/2020 Notes contain a number of covenants that, among other things, limit or restrict our ability and the ability of our restricted subsidiaries 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 our line of business or engage in certain transactions with affiliates. Although we are not required to make mandatory redemption or sinking fund payments with respect to the 2017/2020 Notes, we are required to make an offer to purchase the 2017/2020 Notes in the event of a change of control or certain material sales of our assets.

                        The indentures governing our 2017/2020 Notes also contain customary events of default including: non-payment of principal; non-payment of interest or other amounts due under the notes; failure to perform or observe covenants set forth in the indentures; cross defaults to material indebtedness; bankruptcy and insolvency defaults; monetary judgment defaults to the extent not covered by indemnities or insurance; and failure of guarantees to be in full force and effect.

                        The 2017/2020 Notes were sold in a private placement and have not been registered under the Securities Act of 1933. We have agreed, under the terms of a registration rights agreement, to (i) file, no later than 18 months after the issue date of the 2017/2020 Notes, a registration statement (the "Exchange Offer Registration Statement") with the SEC with respect to a registered offer to exchange the 2017/2020 Notes and related guarantees for new notes (the "Exchange Notes") and related guarantees of ours having terms substantially identical in all material respects to the 2017/2020 Notes and related guarantees (except that the Exchange Notes do not contain any transfer restrictions) (the "Exchange Offer"), (ii) use commercially reasonable efforts to have the abilityExchange Offer Registration Statement declared effective by the SEC on or prior to contribute21 months after the issue date of the 2017/2020 Notes (or two years if reviewed by the SEC) and (iii) use commercially reasonable efforts to consummate the Exchange Offer within 30 business days after the Exchange Offer Registration


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                Statement is declared effective by the SEC. In addition, we agreed, in some circumstances, to file a "shelf registration statement" that would allow some or all of the 2017/2020 Notes to be offered to the public. If we do not comply with our success, (ii)obligations under the registration rights agreements, we will be required to link executive compensationpay additional interest to holders of the 2017/2020 Notes.

                5.5% Senior Notes due 2015

                        We have outstanding $300 million aggregate principal amount of 5.5% senior notes due September 15, 2015 (the "5.5% senior notes"). The 5.5% senior notes rank equally in right of payment with all of our success throughother existing and future senior unsecured indebtedness. The 5.5% senior notes bear interest at a rate of 5.5% per annum, payable semiannually in arrears on March 15 and September 15 of each year. The 5.5% senior notes are not guaranteed by any of our subsidiaries.

                        We may redeem the use of bonus payments based5.5% senior notes, in whole or in part, at any time upon our performance (or thatpayment of a particular business unit), (iii)redemption price equal to align(i) the interestsgreater of executives with those(a) 100% of the principal amount of the 5.5% senior notes to be redeemed or (b) the remaining scheduled payments of principal and interest on the 5.5% senior notes being redeemed, discounted to the redemption date on a semiannual basis at the treasury rate, plus 20 basis points, plus (ii) accrued and unpaid interest, if any, on the notes to be redeemed.

                        The indenture governing the 5.5% senior notes contains a number of covenants that, among other things, limit or restrict our ability to create liens on the capital stock of our equity holders thereby providing incentive for, and rewarding,significant subsidiaries (as defined in Rule 1-02 of Regulation S-X under the attainment of objectivesSecurities Act) that inuresecure debt senior to the benefit5.5% senior notes, dispose of the capital stock of any of our equity holders,significant subsidiaries or engage in mergers or consolidations. The indenture also contains customary events of default including payment defaults; covenant defaults; insolvency or bankruptcy; and (iv)cross defaults to motivateother indebtedness.


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                DESCRIPTION OF NOTES

                        You can find the definitions of certain terms used in this "Description of Notes" under the subheading "—Certain Definitions." In this description, the term "Issuer" refers only to Nuveen Investments, Inc. and reward high levelsnot to any of performance or achievement. In years priorits Subsidiaries and the term "Parent" refers only to Windy City Investments, Inc., and not to any of its Subsidiaries.

                        The Issuer has previously issued the 2017 Notes and the 2020 Notes. Each series of Notes was issued under an indenture dated September 19, 2012, among the Issuer, the Guarantors and U.S. Bank National Association, as trustee (the "Trustee"), as amended (each an "Indenture" and together the "Indentures"). The Notes were issued in private transactions that were not subject to the MDP Transactions,registration requirements of the alignmentSecurities Act. The terms of our executives' interests withthe Notes include those stated in the applicable Indenture and those made part of our former shareholders was fostered through equity participation,the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "TIA"). Unless the context requires otherwise, references to the "Notes" include the outstanding Notes and the exchange Notes.

                        The following description is a summary of the material provisions of the Indentures. It does not purport to be complete and is qualified in its entirety by reference to the provisions of the Indentures, including the usedefinitions therein of stock awardscertain terms used below. We urge you to read the Indentures because they, and option grants. As discussed below, sincenot this description, will define your rights as Holders of the MDP Transactions weNotes. You may request copies of the Indentures at our address set forth under "Where You Can Find More Information."

                        The registered holder of any Note will be treated as the owner of it for all purposes. Only registered holders will have sought a similar alignmentrights under the Indentures.

                Brief Description of interests by awarding our named executive officers equity in our parent company, Holdings,the Notes and inviting them to invest in Holdings.

                Components of Executive Compensationthe Guarantees

                        Total compensation for named executive officers is comprised of:The Notes:

                  Base salaryare general, unsecured, senior obligations of the Issuer;

                  Annual cash incentive awardsare senior in right of payment to any future Subordinated Indebtedness of the Issuer;

                  Equity incentive awardsrank equally in right of payment with all existing and future senior Indebtedness of the Issuer that is not subordinated in right of payment to the Notes;

                  Retirement plan benefitsare effectively subordinated to all existing and future Secured Indebtedness of the Issuer (including Indebtedness under the Credit Agreement) to the extent of the value of the collateral securing such Secured Indebtedness; and

                  are structurally subordinated to all existing and future Indebtedness and other liabilities of each Subsidiary of the Issuer that is not a Guarantor of the Notes.

                        Each Guarantor's Guarantees of the Notes:

                  are general, unsecured obligations of such Guarantor;

                  Post-employment benefitsare subordinated in right of payment to the obligations of such Guarantor under existing and future Designated Senior Indebtedness (including Indebtedness under the Credit Agreement);

                  Other benefitsare senior in right of payment to any future Subordinated Indebtedness of such Guarantor;

                  rank equally in right of payment with all other existing and perquisitesfuture Indebtedness of such Guarantor;

                  are effectively subordinated to all existing and future Secured Indebtedness of such Guarantor (including Indebtedness under the Credit Agreement) to the extent of the value of the collateral securing such Secured Indebtedness; and

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                  are structurally subordinated to all existing and future Indebtedness and other liabilities of each Subsidiary of such Guarantor that is not a Guarantor of the Notes.

                        As of December 31, 2013, the Issuer and the Subsidiaries had approximately $4.5 billion aggregate principal amount of total Indebtedness, approximately $3.1 billion of which was secured, including borrowings under the Credit Agreement. An additional $190 million was available for borrowing under the revolving credit facility that is part of the Credit Agreement, all of which would be secured if borrowed. 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 Issuer'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 Issuer to incur additional Indebtedness, subject to compliance with the covenant described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." The Indenture does not limit the amount of liabilities that are not considered Indebtedness which may be incurred by the Issuer or its Restricted Subsidiaries.

                        As of the date of this prospectus, all of the Subsidiaries of the Issuer are "Restricted Subsidiaries" under the Indentures. Under the circumstances described under "—Certain Covenants—Restricted Payments" and the definition of "Unrestricted Subsidiary," the Issuer is permitted to designate certain of its Subsidiaries as "Unrestricted Subsidiaries." Unrestricted Subsidiaries will not be subject to the restrictive covenants of the Indentures and will not guarantee the Notes.

                        Certain of our Restricted Subsidiaries do not guarantee the Notes. In the event of a bankruptcy, liquidation, reorganization or similar proceeding of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Issuer or a Guarantor. As a result, all of the existing and future liabilities of our non-guarantor Subsidiaries, including any claims of trade creditors, will be effectively senior to the Notes. Our non-guarantor Subsidiaries had aggregate net operating revenues of $87.5 million (excluding $120.3 million in intercompany revenue) for the year ended December 31, 2013, and at December 31, 2013, had total assets and total liabilities of $695 million and $25 million, respectively.

                Principal, Maturity and Interest

                        The Issuer issued 2017 Notes in an aggregate principal amount of $500.0 million. The Indenture governing the 2017 Notes provides for the issuance of additional 2017 Notes having identical terms and conditions to the 2017 Notes (the "Additional 2017 Notes"), subject to compliance with the covenants contained in such Indenture.

                        The Issuer issued 2020 Notes in an aggregate principal amount of $645.0 million. The Indenture governing the 2020 Notes provides for the issuance of additional 2020 Notes having identical terms and conditions to the 2020 Notes (the "Additional 2020 Notes" and together with the Additional 2017 Notes, the "Additional Notes"), subject to compliance with the covenants contained in such Indenture. The Notes and any Additional Notes subsequently issued under each Indenture will be treated as a single class for all purposes under the applicable Indenture, including waivers, amendments, redemptions and offers to purchase.

                        Interest on the 2017 Notes is payable in cash semi-annually in arrears on each April 15 and October 15. The first interest payment date for the 2017 Notes was April 15, 2013. The Issuer will make each interest payment to the holders of record of the 2017 Notes on the immediately preceding October 1 and April 1. Interest on the 2017 Notes will accrue from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. The 2017 Notes will mature on October 15, 2017.


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                        Interest on the 2020 Notes is payable in cash semi-annually in arrears on each April 15 and October 15. The first interest payment date for the 2020 Notes was April 15, 2013. The Issuer will make each interest payment to the holders of record of the 2020 Notes on the immediately preceding October 1 and April 1. Interest on the 2020 Notes will accrue from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. The 2020 Notes will mature on October 15, 2020.

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

                Additional Interest

                        Additional Interest may accrue on the Notes in certain circumstances pursuant to the Registration Rights Agreements or as set forth in the Indentures. All references in the Indentures and this "Description of Notes," in any context, to any interest or other amount payable on or with respect to the Notes shall be deemed to include any Additional Interest payable pursuant to the Registration Rights Agreement and/or as set forth in the Indentures.

                Methods of Receiving Payments on the Notes

                        If a holder has given wire transfer instructions to the Issuer at least three Business Days prior to the applicable payment date, the Issuer, through the paying agent or otherwise, will pay all principal, interest and premium and Additional Interest, 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 City and State of New York, unless the Issuer 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 Issuer will maintain one or more paying agents (each, a "paying agent") for each series of Notes within the City and State of New York. The initial paying agent for the Notes is the Trustee.

                        The Issuer will also maintain one or more registrars (each, a "registrar") and a transfer agent. The initial registrar and transfer agent with respect to the Notes is the Trustee. 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 Issuer at the office or agency of the registrar within the City and State of New York.

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

                Compliance with the TIA

                        The TIA will become applicable to the Indentures upon the qualification of the Indentures under the TIA, which will occur at such time as the Notes have been registered under the Securities Act. The Indentures provide that the Issuer will comply with the provisions of § 314 of the TIA to the extent applicable.

                Transfer and Exchange

                        A holder may transfer or exchange Notes in accordance with the applicable Indenture. The registrar and the Issuer 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 Issuer is not required to transfer or exchange any Note selected for redemption. Also, the


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                Issuer 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 jointly and severally guarantee, fully and unconditionally, the Issuer's obligations under the applicable Indenture and the applicable series of Notes on an unsecured basis. Each Guarantor's Guarantee of the Notes is subordinated in right of payment to the obligations of such Guarantor under existing and future Designated Senior Indebtedness. The obligations of each Subsidiary Guarantor under its Guarantee will be limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance under applicable law. This provision may not, however, be effective to protect a Guarantee from being voided under fraudulent transfer law, or may reduce the applicable Guarantor's obligation to an amount that effectively makes its Guarantee worthless. If a Guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor's liability on its Guarantee could be reduced to zero. See "Risk Factors—Risks Relating to the Notes and Our Indebtedness—Federal and state statutes may allow courts, under specific circumstances, to void the notes and related guarantees, subordinate claims in respect of the notes and related guarantees and/or require holders of the notes to return payments received from us."

                        Each Guarantor may consolidate with or merge into or sell its assets to the Issuer 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 applicable Indenture;

                  (b)
                  the Issuer designates such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of the applicable 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 Issuer or any Restricted Subsidiary or the repayment of all of the 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 Issuer or any Restricted Subsidiaries (other than any guarantee that will be released upon the release of the Guarantee of the Notes).

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

                  Subordination of the Guarantees

                        Each Guarantor's Guarantees of the applicable series of Notes are subordinated in right of payment to such Guarantor's Obligations on existing and future Designated Senior Indebtedness. The Guarantees are senior in right of payment to any future Subordinated Indebtedness of such Guarantor. The Guarantees rank equally in right of payment with all other Indebtedness of such Guarantor. 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 applicable series of 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 Issuer) 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 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 Issuer 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


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                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-day period, and there must be at 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 applicable 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 of the Indentures, 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 either Indenture upon the failure of the Issuer 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 Issuer or the Trustee must promptly notify the holders of Designated Senior 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 applicable 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 applicable 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 Indentures and appoints the Trustee under the Indentures its attorney-in-fact for such purpose.


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                        By reason of the subordination provisions contained in the Indentures, 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 October 15, 2014, the Issuer may redeem all or a part of the 2017 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 2017 Notes to be redeemed to the applicable redemption date if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

                Year
                 Percentage 

                2014

                  106.844%

                2015

                  104.563%

                2016 and thereafter

                  100.000%

                        In addition, at any time prior to October 15, 2014, the Issuer may on one or more occasions redeem in the aggregate up to 35% of the aggregate principal amount of the 2017 Notes issued under the Indenture with the net cash proceeds of one or more Equity Offerings, at a redemption price of 109.125% of the principal amount of the 2017 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 2017 Notes is contributed to the equity capital of the Issuer);provided,however, that:

                  (1)
                  at least 65% of the aggregate principal amount of the 2017 Notes originally issued under the applicable Indenture must remain outstanding immediately after the occurrence of each such redemption (excluding in such calculation 2017 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 2017 Notes may also be redeemed, in whole or in part, at any time prior to October 15, 2014, at the option of the Issuer 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 2017 Notes redeemed plus the 2017 Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable redemption date.

                        On or after October 15, 2016, the Issuer may redeem all or a part of the 2020 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 2020 Notes to be redeemed to the applicable redemption date if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

                Year
                 Percentage 

                2016

                  104.750%

                2017

                  102.375%

                2018 and thereafter

                  100.000%

                        In addition, at any time prior to October 15, 2015, the Issuer may on one or more occasions redeem in the aggregate up to 35% of the aggregate principal amount of the 2020 Notes issued under the Indenture with the net cash proceeds of one or more Equity Offerings, at a redemption price of 109.500% of the principal amount of the 2020 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


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                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 2020 Notes is contributed to the equity capital of the Issuer);provided,however, that:

                  (1)
                  at least 65% of the aggregate principal amount of the 2020 Notes originally issued under the applicable Indenture must remain outstanding immediately after the occurrence of each such redemption (excluding in such calculation 2020 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 2020 Notes may also be redeemed, in whole or in part, at any time prior to October 15, 2016, at the option of the Issuer 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 2020 Notes redeemed plus the 2020 Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any to, the applicable redemption date.

                        The Issuer 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 applicable Indenture.

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

                  Selection and Notice

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

                  (1)
                  if the Notes of such series 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 of such series 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 applicable Indenture.

                        If any Note of any series 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 Issuer 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 applicable Indenture.

                Mandatory Redemption; Offers to Purchase; Open Market Purchases

                        The Issuer is not required to make mandatory redemption or sinking fund payments with respect to any series of Notes. However, under certain circumstances, the Issuer may be required to offer to purchase Notes as described under "—Repurchase at the Option of Holders—Change of Control" and


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                "—Repurchase at the Option of Holders—Asset Sales." The Issuer may at any time and from time to time purchase any series of Notes in the open market or otherwise.

                Repurchase at the Option of Holders

                  Change of Control

                        If a Change of Control occurs, unless the Issuer 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 Issuer 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 applicable Indenture. In the Change of Control Offer, the Issuer 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 Issuer at such time has given notice of redemption under "—Optional Redemption" with respect to all outstanding Notes, or, at the Issuer's option, in advance of a Change of Control, the Issuer 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 applicable Indenture and described in such notice. The Issuer 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 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 applicable Indenture, the Issuer 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 applicable Indenture by virtue of such conflict.

                        On the Change of Control Payment Date, the Issuer 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 Issuer.

                        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 Issuer 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 Issuer 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 applicable Indenture applicable to a Change of Control Offer made by the Issuer 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 applicable 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


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                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 Issuer from purchasing Notes, and also provides that the occurrence of certain change of control events with respect to Parent or the Issuer would constitute a default thereunder. Prior to complying with any of the provisions of this "Change of Control" covenant under the Indenture governing the applicable Notes, but in any event within 90 days following a Change of Control, to the extent required to permit the Issuer to comply with this covenant, the Issuer could either repay all outstanding Indebtedness under the Credit Agreement or other Indebtedness ranking pari passu with the applicable Notes or obtain the requisite consents, if any, under all agreements governing such outstanding Indebtedness. If the Issuer does not repay such Indebtedness or obtain such consents, the Issuer 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 applicable Indenture, which would in turn constitute a default under the Credit Agreement and could result in amounts outstanding thereunder being declared due and payable.

                        Future indebtedness that the Issuer 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 Issuer 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 Issuer or its Subsidiaries. Finally, the Issuer'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 no assurance that sufficient funds will be available when necessary to make any required repurchases. See "Risk Factors—Risks Related to the Notes and Our Indebtedness—We may not be able to finance a change of control offer required by the indentures."

                        The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the applicable Indenture are applicable. Except as described above with respect to a Change of Control, neither Indenture contains provisions that permit the holders of the Notes to require that the Issuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction, unless such transaction includes an Asset Sale, as described below.

                        The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of the Issuer or its Subsidiaries and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Issuer and the initial purchasers of the Notes. Subject to the limitations discussed below, the Issuer 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 applicable Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect the capital structure of the Issuer or its credit ratings. Restrictions on the ability of the Issuer 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.


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                        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 Issuer 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 Issuer 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 Issuer and its Subsidiaries taken as a whole to another Person or group may be uncertain.

                  Asset Sales

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

                  (1)
                  the Issuer (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 Issuer 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 Issuer's or the applicable Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Issuer 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 Issuer and all Restricted Subsidiaries have been validly released by the applicable creditor(s) in writing, (ii) any debt securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer 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 Issuer 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 Issuer), 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 Issuer 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 Issuer or such Restricted Subsidiary, as the case may be, may apply those Net Proceeds at its option:

                  (1)
                  (i) to reduce Obligations under Secured Indebtedness of the Issuer or any Restricted Subsidiary, (ii) to reduce Obligations under Indebtedness of a Restricted Subsidiary that is not a Guarantor (other than Indebtedness owed to the Issuer or another Restricted Subsidiary), (iii) to reduce Obligations under any Indebtedness outstanding under the Credit Facilities (other than Subordinated Indebtedness) or (iv) to reduce Indebtedness of the Issuer 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 Issuer 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 (i) through (iii) 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 Issuer 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

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                          The various components of named executive officers compensation reflect the following policies and practicesat a purchase price equal to 100% of the Company: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;Base Salaryprovided

                          Base salary that such investment in any business is provided to named executive officers in order to provide them with a degree of financial certainty. As has historically been truethe form of the asset management industry generally, incentive compensation,acquisition of Capital Stock and results in the Issuer 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 Issuer 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 base salary, isapplied or invested in accordance with the primary compensation vehicle for our named executive officers. Priorpreceding 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 Issuer 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 MDP Transactions, we had set base salaries nearamount of Net Proceeds so committed for a period 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 median level foraggregate amount of Excess Proceeds exceeds $25.0 million, the asset management industry. Annual base salaries for our named executive officers areIssuer 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 Indentures 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 Issuer 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 applicable Indenture.

                          If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer or the applicable Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the applicable 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 Issuer 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 applicable Indenture, the Issuer 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 applicable Indenture by virtue of such conflict.


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                          The Credit Agreement restricts the Issuer from purchasing Notes. In the event of an Asset Sale, the Issuer could seek the consent of its lenders to the repurchase of Notes or could attempt to refinance the Indebtedness under the Credit Agreement. If the Issuer does not obtain such consents or refinance such Indebtedness, the Issuer will remain prohibited from purchasing the Notes, which after appropriate notice and lapse of time would result in an Event of Default under the applicable Indenture, which would in turn constitute a default under the Credit Agreement and could result in amounts outstanding thereunder being declared due and payable. Future indebtedness that the Issuer or its Subsidiaries may incur may contain similar restrictions. Moreover, the exercise by the holders of their respective employment agreementsright to require the Issuer to repurchase their Notes could cause a default under such indebtedness, even if the repurchase itself does not, due to the financial effect of such repurchase on the Issuer or its Subsidiaries.

                  Certain Covenants

                          Set forth below are summaries of certain covenants contained in each Indenture.

                          If, on any date, (i) a series of Notes has Investment Grade Ratings from both Rating Agencies, and have not been altered since these employment agreements were entered into effective January 1, 2008. The base salary(ii) no Default has occurred and is continuing under the applicable Indenture (the occurrence of the events described in the employment agreementforegoing clauses (i) and (ii) being collectively referred to as a "Covenant Suspension Event") then, beginning on that day and continuing at all times thereafter until the Reversion Date (as defined below), the restrictions described under "—Repurchase at the Option of eachHolders—Asset Sales" and the covenants specifically listed under the following headings in this "Description of these named executive officers was determined basedNotes" section of this prospectus will no longer be applicable to such series of Notes (collectively, the "Suspended Covenants"):

                    (1)
                    "—Restricted Payments";

                    (2)
                    "—Incurrence of Indebtedness and Issuance of Preferred Stock";

                    (3)
                    "—Limitation on historical base salary for such named executive officer considering base salaries for similarly situated executives inPrepayment or Modification of Existing Notes";

                    (4)
                    "—Transactions with Affiliates";

                    (5)
                    "—Dividend and Other Payment Restrictions Affecting Subsidiaries"; and

                    (6)
                    clause (4) of the investment management industry.

                    first paragraph of "—Merger, Consolidation or Sales of Assets."

                  Annual Incentive Awards

                          Prior        If and while the Issuer and the Restricted Subsidiaries are not subject to the MDP Transactions, annual incentive awards consistedSuspended Covenants, the applicable series of both cash and equity awards. AfterNotes will be entitled to substantially less covenant protection. In the MDP Transactions, our annual incentive program has provided our executives withevent that 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 agreementIssuer 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 equalRestricted Subsidiaries are not subject to the sum of: (i)Suspended Covenants under 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 Boardapplicable Indenture for any period 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 levelstime as a result of the Company's reduced levelforegoing, and on any subsequent date (the "Reversion Date") one or both of EBITDA driven primarily by challenging conditions in financial markets generallythe Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the applicable Series of Notes below an Investment Grade Rating, then the Issuer and the resulting reduction in our assets under management. PriorRestricted Subsidiaries will thereafter again be subject to the MDP Suspended Covenants under the applicable Indenture with respect to future events. The period of time between the Covenant Suspension Event and the Reversion Date is referred to in this description as the "Suspension Period."

                          On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to clause (4) of the second paragraph of "—Incurrence of Indebtedness and Issuance of Preferred Stock" below. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under "—Restricted Payments" will be made as though the covenant described under "—Restricted Payments" had been in effect prior to, and during, the Suspension Period. As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuer or the Restricted Subsidiaries during the Suspension


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                  Period. On and after each Reversion Date, the Issuer and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period so long as such contract and such consummation would have been permitted during such Suspension Period.

                          For purposes of the "—Dividend and Other Payment Restrictions Affecting Subsidiaries" covenant, on the Reversion Date, any consensual encumbrances or restrictions of the type specified in clause (1), (2) or (3) of the first paragraph of that covenant entered into during the Suspension Period will be deemed to have been in effect on the date of the indenture, so that they are permitted under clause (1)(y) of the second paragraph under "—Dividend and Other Payment Restrictions Affecting Subsidiaries."

                          For purposes of the "—Repurchase at the Option of Holders—Asset Sales" covenant, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.

                          For purposes of the "Transactions with Affiliates" covenant, any Affiliate Transaction (as defined below) entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Issuer entered into during the Suspension Period will be deemed to have been in effect as of the date of the indenture for purposes of clause (8) under "—Transactions wewith Affiliates."

                          During a Suspension Period, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

                          There can be no assurance that any series of Notes will ever achieve or maintain Investment Grade Ratings.

                    Restricted Payments

                          The Issuer 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 Issuer'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 Issuer payable in Equity Interests (other than Disqualified Stock) of the Issuer 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 Issuer or any direct or indirect parent entity of the Issuer 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 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;

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                  (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 Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had engagedbeen 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 Issuer 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 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 second proviso of the covenant contained under "—Certain Covenants—Limitation on Prepayment or Modification of Existing Notes" made by the Issuer 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 Issuer 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 Issuer'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 Issuer, of property received by the Issuer after the Issue Date from the issue or sale (other than to a Subsidiary of the Issuer or to an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) of (x) Equity Interests of the Issuer (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 Issuer that has been converted into or exchanged for Equity Interests of the Issuer (other than (i) Refunding Capital Stock, (ii) Equity Interests or convertible debt securities of Parent or any other direct or indirect parent Issuer sold to a Subsidiary or Parent, (iii) Disqualified Stock or (iv) Designated Preferred Stock),plus

                    (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 Issuer, of property contributed to the equity capital of the Issuer after the Issue Date (other than (i) by a Subsidiary of the Issuer or an employee stock ownership plan or trust established by the Issuer 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

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                        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 Issuer 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 Issuer, of property received by the Issuer or a Restricted Subsidiary after the Issue Date by means of (A) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries, repayments of loans or advances which constitute Restricted Investments of the Issuer or its Restricted Subsidiaries and any dividend or other distribution with respect to a Restricted Investment of the Issuer or its Restricted Subsidiaries or (B) the sale (other than to the Issuer 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 Issuer or a Restricted Subsidiary or the transfer of assets of an Unrestricted Subsidiary to the Issuer 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 Issuer 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)
                      $50.0 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 applicable Indenture;

                    (2)
                    (A) the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Issuer or any direct or indirect parent of the Issuer ("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 Issuer or any of its Subsidiaries) of Equity Interests of the Issuer or contributions to the equity capital of the Issuer (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 Issuer or to an employee stock ownership plan or any trust established by the Issuer 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 Issuer or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Issuer, 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 Issuer 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 $50.0 million in any calendar year (which shall increase to $70.0 million subsequent to the consummation of an underwritten Equity Offering by the Issuer or any direct or indirect parent company of the Issuer), with any unused amounts in any calendar year being carried over to the two immediately succeeding calendar years subject to a maximum of $75.0 million in any calendar year (which shall increase to $90.0 million subsequent to the consummation of an underwritten Equity Offering by the Issuer or any direct or indirect parent company of the Issuer);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 Issuer and, to the extent contributed to the Issuer, Equity Interests of any of its direct or indirect parent companies, in each case to members of management, directors or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Dateplus (B) the cash proceeds of "key man" life insurance policies received by the Issuer or its Restricted Subsidiaries after the Issue Date (provided that the Issuer 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 Issuer 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 Issuer 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 Issuer the proceeds of which will

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                        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 Issuer issued after the Issue Date;provided,however, that (A) for the most recently 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 Issuer 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 Issuer 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 Issuer's common stock (or the payment of dividends to any direct or indirect parent company of the Issuer, as the case may be, to fund the payment by any such parent company of the Issuer of dividends on such entity's common stock) following the first public offering of the Issuer'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 Issuer after the Issue Date in any such public offering, other than public offerings of common stock of the Issuer (or any direct or indirect parent company of the Issuer) 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 Issuer 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 Issuer 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 Issuer 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;

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                      (13)
                      the declaration and payment of dividends to, or the making of loans to, a direct or indirect parent company of the Issuer 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;

                      (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 Issuer 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 Issuer 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 Issuer and its Restricted Subsidiaries;

                      (iv)
                      general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Issuer to the extent such costs and expenses are reasonably attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;

                      (v)
                      amounts payable pursuant to the Management Agreement;

                      (vi)
                      fees and expenses other than to Affiliates of the Issuer 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 heading "—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 Issuer or any direct or indirect parent;

                      (viii)
                      amounts to finance Investments otherwise permitted to be made pursuant to the Indentures;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 Issuer or one of its Restricted Subsidiaries or (y) the merger of the Person formed or acquired into the Issuer 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 Issuer or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction, (4) any property received by the Issuer 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 Issuer 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 Issuer and reimbursement of reasonable out of pocket costs of the directors of any direct or indirect parent of the Issuer in the ordinary course of business, to the extent

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                          reasonably attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and

                        (x)
                        reasonable and customary indemnities to directors, officers and employee of any direct or indirect parent of the Issuer in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the Issuer 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 Issuer;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 Issuer);

                      (15)
                      distributions, by dividends or otherwise, of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than any Unrestricted Subsidiary in which the Issuer or any Restricted Subsidiary has made an Investment (including by designation of a Restricted Subsidiary thereof as an Unrestricted Subsidiary) pursuant to clause (17) below or clause (10) of the definition of "Permitted Investments");

                      (16)
                      [Reserved];

                      (17)
                      Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (17) 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 the greater of (i) $75.0 million and (ii) 14% of Trailing EBITDA 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);

                      (18)
                      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 Issuer 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"; and

                      (19)
                      the purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of any rights granted to all holders of common stock of the Issuer or any of its direct or indirect parent companies pursuant to any shareholders' rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics;provided,however, that any such purchase, redemption, acquisition, cancellation or other retirement of such rights shall not be for the purpose of evading limitations of this covenant (all as determined in the good faith of the Board of Directors of the Issuer).

                    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 (17) 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 clause (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 Issuer 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 Issuer.


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                            As of the date of this prospectus, all of the Issuer's Subsidiaries are Restricted Subsidiaries. The Issuer 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 Issuer 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 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 Issuer 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 Issuer 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 Issuer and its Restricted Subsidiaries (on a consolidated basis) for the Issuer'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 Issuer or a Restricted Subsidiary of Indebtedness under Credit Facilities together with the incurrence by the Issuer 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) $3,251 million plus additional Indebtedness incurred to pay premiums and fees in connection with the refinancing of any such Indebtedness,plus (B) the maximum principal amount of Indebtedness that could be incurred such that after giving effect thereto the Secured Indebtedness Leverage Ratio of the Issuer would not exceed 5.5 to 1.0 (provided that only Indebtedness that is included in Secured Indebtedness may be incurred under this clause (B)),minus (C) the amount of all mandatory principal payments actually made by the borrower thereunder with Net Proceeds from Asset Salesminus (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 Issuer and the Guarantors of Indebtedness represented by the Notes (including any Guarantee thereof) issued on the Issue Date and any Notes and related Guarantees to be issued in exchange for the Notes issued on the Issue Date (including any Guarantee thereof) pursuant to the Registration Rights Agreement;

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                      (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 Issuer 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 Issuer 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 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 the greater of (i) $50.0 million and (ii) 10% of Trailing EBITDA;

                      (6)
                      Indebtedness incurred by the Issuer 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;

                      (8)
                      Indebtedness of the Issuer owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Issuer 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 Issuer 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 Issuer or a Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated in right of payment to all obligations of the Issuer or such Guarantor with respect to the Notes or the Guarantees;

                      (9)
                      shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer 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 Issuer 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 Issuer 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 Issuer or any Restricted Subsidiary or obligations

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                        in respect of letters of credit related thereto, in each case in the ordinary course of business consistent with past practice;

                      (12)
                      Indebtedness of the Issuer 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 the greater of (i) $175.0 million and (ii) 30% of Trailing EBITDA;

                      (13)
                      (x) any guarantee by the Issuer 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 Indentures;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 Issuer, 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 Issuer incurred in accordance with the terms of the Indentures;

                      (14)
                      the incurrence by the Issuer 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 Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of the Indenture or (ii) Indebtedness of the Issuer 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 Issuer 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 Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in the first

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                        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;

                      (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;

                      (17)
                      Indebtedness of the Issuer 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 Issuer 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 Issuer or any of its direct or indirect parent companies permitted by the covenant described under "—Restricted Payments";

                      (20)
                      Indebtedness of the Issuer 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 Issuer 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 Issuer 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 Issuer 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)(A) 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


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                    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 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 Issuer 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 Issuer 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 Issuer, 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 Issuer. 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 Issuer 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 Issuer 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 the greater of (i) $150.0 million and (ii) 27.5% of Trailing EBITDA;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 Issuer 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 Issuer may, so long as no Default or Event of Default exists or would result therefrom, prepay any Existing Notes;provided that (A) any such prepayment shall be funded only with


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                    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 Issuer will not, and will not permit any of its Restricted Subsidiaries to, amend 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 the Existing Notes earlier than in effect on the Issue Date, (ii) to shorten the Weighted Average Life to Maturity 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 Issuer 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 the Existing Notes, (v) to provide guarantees of the Existing Notes by any Subsidiary of the Issuer or (vi) to prohibit the making of the Guarantees or the creation of Liens in favor of the Notes and the Guarantees.

                      Liens

                            The Issuer 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 Issuer 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 Issuer, the Notes are secured by a Lien on such property, assets or proceeds of the Issuer 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 Issuer, the Notes are equally and ratably secured by a Lien on such property, assets or proceeds of the Issuer; 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;

                      (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 applicable 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

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                        (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 Issuer 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 Issuer 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 Issuer or any of its Restricted Subsidiaries;

                        (2)
                        make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

                        (3)
                        sell, lease or transfer any of its properties or assets to the Issuer 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 Indentures, the Notes and Guarantees (including any Notes issued in exchange for 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 Issuer 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;

                        (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

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                          Foreign Subsidiary of the Issuer 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 Issuer 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 applicable Indenture;

                        (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 clause (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 Issuer, not materially less favorable to the holders of the Notes than encumbrances and restrictions contained in such predecessor agreements and do not affect the Issuer'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; and

                        (15)
                        any encumbrance or restriction contained in the terms of any Indebtedness incurred pursuant to the covenant described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" if (i) either (x) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or an event of default with respect to a financial covenant contained in such Indebtedness or agreement or (y) the Issuer determines in good faith at the time any such Indebtedness is incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Issuer's ability to make principal or interest payments on the notes and any other Indebtedness that is an obligation of the Issuer and (ii) the encumbrance or restriction is not materially more disadvantageous to the holders of the notes than is customary in comparable financings or agreements (as determined by the Issuer in good faith).

                        Transactions with Affiliates

                              The Issuer 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 Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or Restricted Subsidiary with an unrelated Person; and

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                        (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 Issuer (and, if any, a majority of the disinterested members of the Board of Directors of the Issuer 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 Issuer.

                              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 Issuer, a Restricted Subsidiary, an Investment Vehicle or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Issuer 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 Issuer 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 Issuer, any of its direct or indirect parent companies, or any Restricted Subsidiary, in the ordinary course of business;

                        (5)
                        payments made by the Issuer 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 Issuer (and, if any, a majority of the disinterested members of the Board of Directors of the Issuer with respect to such Affiliate Transaction) in good faith;

                        (6)
                        transactions in which the Issuer or any Restricted Subsidiary delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer 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 Issuer or any of its direct or indirect parent companies or any Restricted Subsidiary which are approved by the Board of Directors of the Issuer 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 is permitted under clause (3)), 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 Indentures that are fair to the Issuer or its Restricted Subsidiaries, in the reasonable determination of the members of the Board of

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                          Directors of the Issuer 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;

                        (10)
                        if otherwise permitted hereunder, the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Permitted Holder, any director, officer, employee or consultant of the Issuer or its Subsidiaries or any other Affiliates of the Issuer (other than a Subsidiary);

                        (11)
                        any transaction permitted by the covenant "—Merger, Consolidation or Sale of Assets";

                        (12)
                        any transaction with a Receivables Subsidiary effected as part of a Receivables Facility;

                        (13)
                        the Transactions and the payment of the Transaction Expenses;

                        (14)
                        payments by the Issuer and its Restricted Subsidiaries to revieweach other pursuant to tax sharing agreements or arrangements among Parent and its subsidiaries on customary terms (including, without limitation, transfer pricing initiatives);

                        (15)
                        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 competitivenessordinary course of our incentive compensationbusiness on ordinary commercial terms;

                        (16)
                        investments by Affiliates of the Issuer in investment funds managed by the Issuer or any of its Restricted Subsidiaries on terms generally available to investors in such investment funds; and

                        (17)
                        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 Issuer and its Restricted Subsidiaries.

                        Business Activities

                              The Issuer 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 Issuer and its Subsidiaries taken as a whole.

                        Payments for Consent

                              The Issuer 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 Indentures 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

                              The Issuer will cause (i) each of its Domestic Subsidiaries (other than any Unrestricted Subsidiary) that incurs any Indebtedness in excess of $25.0 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 Issuer or any of the Guarantors, in each case, within our peer10 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 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 Indentures on the same terms and conditions as those set forth in the Indentures.


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                              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 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 applicable Indenture described under "—Guarantees."

                        Merger, Consolidation or Sale of Assets

                              The Issuer may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Issuer 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 Issuer and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person; unless:

                        (1)
                        (a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) 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 Issuer 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 Issuer) assumes all the obligations of the Issuer under the applicable Notes, the applicable 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 Issuer 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 applicable Notes, the applicable Indenture and the Registration Rights Agreement.

                              The predecessor company will be released from its obligations under the applicable Indenture and the applicable Notes and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the applicable Indenture and the applicable 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 applicable 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 Issuer or to another Guarantor, (b) the Issuer merging with an Affiliate solely for the purpose of reincorporating the Issuer, as the case may be, in another jurisdiction or (c) a merger, sale, liquidation, consolidation or other disposition, the purpose of which is to effect a permitted Asset Sale.


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                              Subject to certain limitations described in the Indentures governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, each Guarantor (other than Parent) will not, and the Issuer 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 applicable Guarantee, the applicable 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 applicable Indenture and its applicable 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 Issuer 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 applicable Guarantee, the applicable 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 applicable Indenture and such Guarantee, but, in


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                      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, 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 Issuer 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 Issuer, which properties and assets, if held by the Issuer instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer 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 Issuer.

                              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 of any series 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 Issuer will furnish to the holders of Notes of such series, by posting on its publicly available website, 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 Issuer 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 Issuer'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 Issuer 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 Issuer shall be required to file current reports relating to change of control of the Issuer, any amendments to the charter documents of the Issuer or any Guarantor that materially modify the rights of security holders).

                      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 Issuer 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.

                              The Issuer has agreed that, for so long as any 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.


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                              So long as any Notes are outstanding, the Issuer will also (1) within 15 business days after filing with the Commission or posting to a website the annual and quarterly information required pursuant to clauses (1) and (2) of the first paragraph of this section, hold a conference call to discuss such reports and the results of operations for the relevant reporting period and (2) issue a press release to an internationally recognized wire service no fewer than three business days prior to the date of the conference call required to be held in accordance with clause (1) above, announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders of the Notes, prospective investors that certify that they are qualified institutional buyers, securities analysts and market makers to contact the appropriate person at the Issuer to obtain such information.

                              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 Issuer or any other direct or indirect parent of the Issuer (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 Issuer, be filed by and be those of Parent or such parent company (as applicable) rather than the Issuer;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 Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.

                      Events of Default and Remedies

                              Under each Indenture, an Event of Default is defined as any of the following:

                        (1)
                        the Issuer defaults in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

                        (2)
                        the Issuer 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 Issuer defaults in the performance of, or breaches any covenant, warranty or other agreement contained in, the applicable Indenture (other than a default in the performance or breach of a covenant, warranty or agreement which is specifically dealt with in clause (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 Issuer 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 Issuer or any Restricted Subsidiary or the payment of which is guaranteed by Parent, the Issuer or any Restricted Subsidiary (other than Indebtedness owed to Parent, the Issuer 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

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                          maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $75.0 million (or its foreign currency equivalent) or more at any one time outstanding;

                        (5)
                        certain events of bankruptcy affecting Parent, the Issuer or any Significant Subsidiary (or any group of investment management firms. SinceSubsidiaries that, taken together as of the MDP Transactions, we havedate of the most recent audited financial statements of the Issuer, would constitute a Significant Subsidiary);

                        (6)
                        the failure by Parent, the Issuer 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 Issuer, would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $75.0 million (other than any judgments covered by indemnities or insurance policies as to which liability coverage has not engagedbeen denied by the insurance company or indemnifying party), which final judgments remain unpaid, undischarged and unstayed for a compensation consultantperiod of more than 60 days after the applicable judgment becomes final and have not engagednon-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 Issuer, would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms hereof) or any formal benchmarkingGuarantor denies or disaffirms its obligations under the Indenture or any Guarantee, other than by reason of executive compensation, although we have used data providedthe release of the Guarantee in accordance with the terms of the applicable Indenture.

                              If an Event of Default (other than an Event of Default specified in clause (5) above with respect to the Issuer) shall occur and be continuing, the Trustee, by McLagan Partnerswritten notice to review general compensation trendsthe Issuer, or the holders of at least 25% in aggregate principal amount of the outstanding Notes under the applicable Indenture by written notice to the Issuer and the Trustee, may declare the principal of and accrued interest on the applicable 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 Issuer occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shallipso 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.

                              Each Indenture provides that, at any time after a declaration of acceleration with respect to the applicable Notes as described in the asset management industry.two preceding paragraphs, the holders of a majority in principal amount of the applicable 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 Issuer 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.


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                              The holders of a majority in principal amount of a series of Notes issued and then outstanding under the applicable 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 of the applicable Notes, if within 30 days after such Event of Default arose the Issuer 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 applicable Notes as described above be annulled, waived or rescinded upon the happening of any such events.

                              Holders of any series of Notes may not enforce the applicable Indenture or the Notes except as provided in the Indenture and under the TIA. Subject to the provisions of the applicable Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under such 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 applicable 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 Issuer is required to deliver to the Trustee annually a statement regarding compliance with the applicable Indenture. Upon becoming aware of any Default or Event of Default, the Issuer 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 Issuer, 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 Issuer 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.


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                      Legal Defeasance and Covenant Defeasance

                              The Issuer 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 of any series issued under an Indenture ("Equity AwardsLegal 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 Issuer'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;

                        (3)
                        the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer's obligations in connection therewith; and

                        (4)
                        the Legal Defeasance provisions of such Indenture.

                              In addition, the Issuer 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 applicable 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 Issuer 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 such Indenture.

                              In order to exercise either Legal Defeasance or Covenant Defeasance under the Indenture:

                        (1)
                        the Issuer 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 Issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date;

                        (2)
                        in the case of Legal Defeasance, the Issuer has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, 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 Issuer 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

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                          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 Issuer or any Guarantor are a party or by which the Issuer or any of its Guarantors is bound;

                        (6)
                        the Issuer must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of Notes over the other creditors of the Issuer or any Guarantor or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or any Guarantor or others; and

                        (7)
                        the Issuer 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

                              Each 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 Issuer, 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 Issuer 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 Issuer is a party or by which the Issuer is bound;

                        (3)
                        the Issuer has paid or caused to be paid all sums payable by it under the applicable Indenture; and

                        (4)
                        the Issuer has delivered irrevocable instructions to the Trustee under the applicable 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.

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                              In addition, the Issuer 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, each 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 either Indenture or the MDP Transactions, allNotes 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 awardsNotes 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 either 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 our former equity-based compensation plans were cancelled"—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, and converted intoAdditional 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 receive cash paymentsinstitute suit for the enforcement of any payment on or with respect to such awards. However,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 connectionitem (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 such Notes;

                        (9)
                        modify or change any provision of the applicable 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;

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                        (11)
                        amend, change or modify in any material respect the obligation of the Issuer 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 Issuer, 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 applicable Indenture, the Notes or the Guarantees for any of the following purposes 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;

                        (3)
                        to provide for the assumption by a Successor Company or a successor company of a Guarantor, as applicable, of the Issuer's or such Guarantor's obligations under the applicable Indenture, the Notes or any Guarantee in accordance with the MDP Transactions,provisions of the applicable 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 applicable 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 applicable Indenture under the TIA;

                        (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 applicable Indenture; or

                        (9)
                        to conform the text of the Indenture, Notes or Guarantees to any provision of this "Description of Notes."

                              No amendment of, or supplement or waiver to, either of the Indenture shall adversely affect the rights of any holder of Designated Senior Indebtedness under the subordination provisions of the Indentures, 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 Issuer, each Indenture limits its right to obtain payment of our named executive officers purchased equityclaims in Holdingscertain 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 formCommission for permission to continue to serve as trustee or resign.

                              The holders of Class A Units or deferred Class A Units. In addition, certain named executive officers who had recently joineda majority in principal amount of 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 providethen outstanding Notes issued under either Indenture will have the right to participate in increases indirect the valuetime, method and place of conducting any proceeding for exercising any remedy available to 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,Trustee under such Indenture, subject to certain exceptions. OneEach Indenture provides that in case an Event 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 frozenDefault occurs 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 participantscontinuing, the Trustee 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 participationrequired, in the plan so that no additional employees may become eligibleexercise of its power, to participateuse the degree of care of a prudent person in the plan. Effective July 31, 2009, the Excess Benefit Plan was amended to provide that benefit accruals are frozen. Effective October 28, 2009, the Excess Benefit Plan wasconduct of


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                      terminatedsuch person's own affairs. Subject to such provisions, the Trustee is under no obligation to exercise any of its rights or powers under any Indenture at the request, order or direction 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 actuarial equivalentIndenture. Reference is made to the Indenture for a more detailed presentation of total benefits thereunderall such terms, as well as any other capitalized terms used herein for which no definition is provided.

                              "2017 Applicable Premium" means, with respect to any 2017 Note on any applicable redemption date, the excess of:

                        (a)
                        the present value at such redemption date of (i) the redemption price at October 15, 2014 (such redemption price being set forth under "—Optional Redemption")plus (ii) all required interest payments due on such 2017 Note through October 15, 2014 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the 2017 Treasury Rate as of such redemption date plus 50 basis points; over

                        (b)
                        the then outstanding principal amount of such 2017 Note.

                              "2017 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 October 15, 2014;provided,however, that if the period from such redemption date to October 15, 2014 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be paid outused.

                              "2020 Applicable Premium" means, with respect to any 2020 Note on any applicable redemption date, the excess of:

                        (a)
                        the present value at such redemption date of (i) the redemption price at October 15, 2016 (such redemption price being set forth under "—Optional Redemption")plus (ii) all required interest payments due on such 2020 Note through October 15, 2016 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the 2020 Treasury Rate as of such redemption date plus 50 basis points; over

                        (b)
                        the then outstanding principal amount of such 2020 Note.

                              "2020 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 tranches, commencingbusiness 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 October 15, 2016;provided,however, that if the period from such redemption date to October 15, 2016 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

                              "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 2009connection 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 merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and ending

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                          (2)
                          Indebtedness secured by an existing Lien encumbering any asset acquired by such specified Person.

                                "Additional Interest" has the meaning given to such term or similar terms in 2010. Compensation on which benefitsthe Registration Rights Agreement.

                                "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under our Retirement Plandirect or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and Excess Benefit Plan are based includes only base salary and not annual incentive"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.

                                "Asset Sale" means (i) the sale, conveyance, transfer, lease (as lessor) or other compensation. The Company's overall long-term compensation approach centers on incentive based compensationvoluntary disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a Sale and consequentlyLease-Back Transaction) of the participationIssuer (other than the sale of Equity Interests of the Issuer) 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 benefits under our Retirement Plandispositions of property no longer used or useful in the conduct of the business of the Issuer and Excess Benefit Plan are being phased out as described above.

                                  Priorits 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 Issuer in a manner permitted pursuant to the MDP Transactions,covenant contained under "—Certain Covenants—Merger, Consolidation or Sale of Assets" or any disposition that constitutes a Change of Control pursuant to the Company alsoIndenture;

                          (3)
                          the making of any Restricted Payment or Permitted Investment that is permitted certain more highly compensated employees to defer a portion of their annual bonuses in accordance with termsbe made, and is made, pursuant to the covenant contained under "—Certain Covenants—Restricted Payments" or the granting of a plan that was designedLien 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 satisfybe held by a Person other than the requirementsIssuer or a Restricted Subsidiary), in any transaction or series of Section 409Arelated 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 Issuer or by the Issuer 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 Issuer 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 Internal Revenue Code. At the timesecond paragraph under "—Certain Covenants—Restricted Payments" or clause (10) of the MDP Transactions, this plan was terminated and all deferred amounts were paid out to participants.

                          definition of "Permitted Investments");

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                                Our named executive officers may receive certain benefits in the event

                          (8)
                          foreclosures on assets or transfers by reason of their terminationeminent domain;

                          (9)
                          disposition 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 officersan account receivable in connection with the MDP Transactions.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 Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions, permitted under the applicable 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 Issuer or a Restricted Subsidiary are not material to the conduct of the business of the Issuer 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 Issuer or any Restricted Subsidiary in respect of services provided to the Issuer or a Restricted Subsidiary in the ordinary course of business approved by the Board of Directors of the Issuer;

                          (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;

                          (19)
                          the sale or other disposition of a Seed Capital Investment in the ordinary course of business; and

                          (20)
                          dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties entered into in the ordinary course of business.

                                "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 Compensation Committeeterms "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

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                          (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 Issuer or any other Subsidiary of the Issuer 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 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;

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                          (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, as amended, 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) above 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 Issuer 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 other business combination or purchase of Beneficial Ownership or otherwise, directly or indirectly, of 50% or more of the Voting Stock of the Issuer 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 Issuer 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 Issuer 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 Issuer 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


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                        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 Indebtednessminus (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 Issuer 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

                          (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 Issuer 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, 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,

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                          (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 Issuer, 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 Issuer 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 Issuer in a net loss of any such Person for such period to the extent the Issuer 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 altered these arrangements. Thebeen obtained) or, directly or indirectly, by the operation of the terms of these post-employment benefitsits 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 Issuer will be, subject to 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 Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

                          (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 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,

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                          (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 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; and

                          (m)
                          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 Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments made by the Issuer 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 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 Issuer 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 Issuer, 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 GAAPminus (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 Issuer 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 Issuer.


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                                "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, dated as of November 13, 2007, among the Issuer, 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 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 Issuer, 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 summarizedfirst 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 "2008 Potential Payments Upon Terminationreliance on the exception provided by clause (1)(A) of the second paragraph of the covenant described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock."


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                                "Debt Issuances" means, with respect to the Issuer or Changeany 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 Issuer or any of its Restricted Subsidiaries in Control (Liquidity Event)" beginning on page 98.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.

                                "Other BenefitsDesignated Preferred Stock" means Preferred Stock of the Issuer or any direct or indirect parent company of the Issuer (other than Disqualified Stock of the Issuer), 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 Issuer or any of its Subsidiaries) and Perquisitesis 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."

                                Our named executive officers also participate        "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, whether outstanding on the Issue Date or thereafter created, incurred or assumed, including, without limitation, 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 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, 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 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 benefit programs 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 Issuer 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

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                          (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 putable 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 availableno longer outstanding;provided,however, that if such Capital Stock is issued to any employees of the Issuer or any of its Subsidiaries for compensatory purposes or to plan for the benefit of employees of the Issuer 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 Issuer or any of its Subsidiaries pursuant to the terms of any such arrangement.

                                "Domestic Subsidiary" means any direct or indirect subsidiary of the Issuer 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 such period, including payments made pursuant to any tax sharing agreements or arrangements among the Issuer, its Restricted Subsidiaries and any direct or indirect parent company of the Issuer (so long as such tax sharing payments are attributable to the operations of the Issuer 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

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                              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 Issuer or net cash proceeds of an issuance of Equity Interest of the Issuer (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 Issuer 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 any acquisition or disposition (including termination or discontinuance of activities constituting such business) by the Issuer 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 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 Issuer 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 Issuer or a Restricted Subsidiary and actually paid or refunded, or, so long as the Issuer 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

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                            (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);

                          (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 orminus, 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).

                                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 Issuer 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 Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than (i) public offerings with respect to common stock of the Issuer 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 Issuer.

                                "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 Issuer and its Restricted Subsidiaries from:

                          (1)
                          contributions to its common equity capital; and

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                          (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 Issuer 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 Issuer's $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.

                                "Foreign Subsidiary" means any Restricted Subsidiary of the Issuer that is not a Domestic Subsidiary.

                                "GAAP" means generally accepted accounting principles in the United States in effect on the Issue Date, 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 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, healthwithout 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 Issuer under the Indenture and welfare benefit plansthe 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 Issuer 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


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                        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 adjustments 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 Issuer that is a Restricted Subsidiary and a dependent college tuition scholarship plan. Named executiveguarantor 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,

                          (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);

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                          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 Issuer, 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 Issuer and its Subsidiaries;

                            (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 Issuer or any of its 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 receive reimbursement,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 Issuer or any Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Issuer, the Issuer 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." The amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or


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                          decreases in the value of such Investment, less any amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment.

                                  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 Issuer's equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer 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 Issuer shall be deemed to continue to have a permanent "Investment" in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Issuer's "Investment" in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Issuer'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 Issuer.

                                  "Issue Date" means September 19, 2012, the date of the initial issuance of the Notes.

                                  "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.

                                  "Management Agreement "means the Management Services Agreement dated as of November 13, 2007, by and among certain management companies associated with the Sponsor, certain other equity investors and the Issuer 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 Issuer, 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 Issuer and its Restricted Subsidiaries in connection therewith), and the Issuer'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 Issuer or any of its


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                          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 Issuer 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 Issuer.

                                  "Officers' Certificate" means a certificate signed on behalf of the Issuer, by two Officers of the Issuer, one of whom is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer that meets the requirements set forth in the applicable Company policies,Indenture.

                                  "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 Issuer 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 Issuer 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 Person who is an Officer or otherwise a member of management of the Issuer 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 Issuer 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, (iii) any Related Party of any of the foregoing Persons and (iv) 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), or (iii) 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 Issuer or any of its direct or indirect parent entities, including, without limitation, Parent.


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                                  "Permitted Investments" means

                            (1)
                            (A) any Investment by the Issuer in any Restricted Subsidiary or by a Restricted Subsidiary in the Issuer or another Restricted Subsidiary or (B) any Seed Capital Investment made by the Issuer 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 Issuer 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 Issuer 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;

                            (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 Issuer or any Restricted Subsidiary (A) in exchange for certainany other Investment or accounts receivable held by the Issuer 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 Issuer 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 expenses. In addition,or to fund such Person's purchase of Equity Interests of the Issuer;

                            (10)
                            any Investment by the Issuer 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 the greater of (i) $150.0 million and (ii) 27.5% of Trailing EBITDA (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 Issuer 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

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                              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 ourpast practice, and the creation of liens on the assets of the Issuer 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 $25.0 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 Issuer, are necessary or advisable to effect a Receivables Facility.

                                  "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 employees whoPerson becoming such a Subsidiary;provided further,however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary;

                            (4)
                            Liens on property at the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries;provided,however, that such Liens are eligiblenot 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 Issuer or any Restricted Subsidiary;

                            (5)
                            Liens securing Hedging Obligations so long as the related Indebtedness is permitted to be incurred under applicable securities lawsthe Indenture and is secured by a Lien on the same property securing such Hedging Obligation;

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                            (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 investfacilitate the purchase, shipment or storage of such inventory or other goods;

                            (7)
                            Liens in certain Company-sponsored funds, we may waive applicable feesfavor of the Issuer 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 Issuer or any of its Restricted Subsidiaries not securing the Indebtedness so refinanced;

                            (9)
                            other Liens securing Indebtedness for named executive officersborrowed money or other obligations in an aggregate amount under this clause (9) not exceeding the greater of (i) $50.0 million and (ii) 10% of Trailing EBITDA 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 encourage participationresult 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 Issuer or one of its Subsidiaries has determined to capitalizeabandon if the sole recourse for such funds. Allowing our named executive officerstax, 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 employeessocial security laws or regulations, or deposits to investsecure the performance of tenders, contracts (other than for the payment of Indebtedness) or leases, deposits given to public or 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 Company-sponsored funds provides them an opportunityconnection 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 Issuer 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 participateresult 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 additiona 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 upuse of real properties or Liens incidental to $5,000 matchthe conduct of charitable contributionsbusiness 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

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                              (x) interfere in any material respect with the business of the Issuer 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 Issuer 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 Issuer 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 pooled deposit or sweep accounts of the Issuer or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

                            (23)
                            Liens solely on any cash earnest money deposits made by the Issuer 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;

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                              (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 Issuer 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;

                              (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 Issuer or any Restricted Subsidiary in respect of services provided to the Issuer or a Restricted Subsidiary in the ordinary course of business approved by Board of Directors of the Issuer be considered Preferred Stock.


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                                    "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 Issuer 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 Issuer, 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 all employeestime, the obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in 2008,connection with such facilities) to the Company also contributed additional funds directly to charitable organizations, generally supporting those organizationsIssuer or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Company'sIssuer 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 senior executiveReceivables 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 with respect to any series of Notes, (i) the Registration Rights Agreement dated as of the Issue Date between the Issuer, the Guarantors and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives (the "Representatives") of the initial purchasers relating to the Notes 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 Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer 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, (i) any investment fund controlled by or under common control with Madison Dearborn Partners, LLC, 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 commit theirand directors referred to clause (a)(i); and (b) with respect to any officer of the Issuer 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


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                            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, and resources.any direct or indirect Subsidiary of the Issuer (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.

                                    "2009 Compensation ActionsRetired 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 Issuer or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer 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 Indebtednessminus (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 Issuer 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 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 adjustments 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 Issuer 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


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                            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 Issuer, any Indebtedness of the Issuer 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 Issuer under GAAP.

                                    "Subsidiary Guarantors" means the Guarantors other than Parent or any other direct or indirect parent of the Issuer that delivers a Guarantee.

                                    "Total Assets" means total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis prepared in accordance with GAAP, shown on the most recent balance sheet of the Issuer 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 Issuer 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.

                                    In orderIf Investments, acquisitions, dispositions, mergers or consolidations outside the ordinary course of business have been made by the Issuer or any Restricted Subsidiary during the four-quarter reference period or subsequent to create further employee incentivessuch reference period and on or prior to supportor simultaneously with the objectives of our aforementioned compensation policies,Calculation Date, then the Total Leverage Ratio shall be calculated on June 30, 2009 we granted interestsa pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers or consolidations (and the change 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 installmentsEBITDA resulting therefrom) had occurred on the first and second anniversariesday of the grantfour-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 Issuer or any Restricted Subsidiary since the beginning of such period)


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                            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 Issuer 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 Issuer'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 Issuer 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 Issuer and its Restricted Subsidiaries as may be expressly stated.

                                    "Trailing EBITDA" means EBITDA of the Issuer and its Restricted Subsidiaries for the four most recently ended full fiscal quarters for which internal financial statements are available.

                                    "Transaction Expenses" means any fees or expenses incurred or paid by the Issuer 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 entry into an amendment to the Credit Agreement and incurrence of additional Indebtedness thereunder on the Issue Date by the Issuer and the guarantors thereunder, (ii) the issuance of the Notes and the provision of Guarantees by the Guarantors, (iii) the refinancing of certain existing indebtedness of the Issuer as contemplated in the offering memoranda distributed in connection with the private offerings of the outstanding notes and (iv) the payment of fees and expenses related to each of the foregoing.

                                    "Unrestricted Subsidiary" means (i) any Subsidiary of the Issuer that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Issuer, as provided below) and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (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 Issuer or any Subsidiary of the Issuer (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


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                            the election of directors or other governing body are owned, directly or indirectly, by the Issuer, (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 Issuer or any Restricted Subsidiary (other than the Capital Stock of such Subsidiary to be so designated). The Board of Directors of the Issuer 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 Issuer shall be notified by the Issuer 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 "Exchange Rates" column under the heading "Currency Trading" on the date providedtwo 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 Issuer 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 recipient remains employed throughUnited 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.


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                                    "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 vesting date. Messrs. Amboian, Anson, Richterdate and MacCarthy received grants with initial valuesthe making of $3,800,000, $1,850,000, $1,850,000such 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 $1,000,000, respectively.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.


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                            2008 SUMMARY COMPENSATION TABLEMANAGEMENT

                                    The following table shows information concerning the annual compensation for services to the Company in all capacities of our principal executive officer, principal financial officersOur directors and the three other most highly compensated executive officers are as follows:

                            Name
                            AgePrincipal Position

                            John P. Amboian

                            52Chairman, Chief Executive Officer and Director

                            Glenn R. Richter

                            52Executive Vice President, Chief Operating Officer and Principal Financial Officer

                            Thomas S. Schreier, Jr. 

                            51Vice Chairman, Wealth Management

                            William Adams IV

                            58Senior Executive Vice President, Global Structured Products

                            John L. MacCarthy

                            54Executive Vice President, Secretary and General Counsel

                            Sherri A. Hlavacek

                            51Managing Director, Corporate Controller and Principal Accounting Officer

                            Terrance R. Dolan

                            52Director

                            Vahe A. Dombalagian

                            40Director

                            Frederick W. Eubank II

                            50Director

                            Timothy M. Hurd

                            43Director

                            Edward M. Magnus

                            38Director

                            Samuel M. Mencoff

                            57Director

                            Eugene S. Sunshine

                            64Director

                            Mark B. Tresnowski

                            54Director

                            Peter S. Voss

                            67Director

                            John P. Amboian has been our Chief Executive Officer since June 2007. He has been a director of the Company (collectively, the "named executive officers"). The footnotes accompanying the 2008 Summary Compensation Table generally explain amounts reported for 2008Nuveen Investments since May 1998 and 2007,became a director of Holdings in November 2007. He was our President from May 1999 to June 2007. Prior to that, he served 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 forthour Executive Vice President and Chief Financial Officer beginning 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, asJune 1995. As a result of the MDP Transactions, all restricted stock awards outstanding immediately before the merger vested,these and therefore, the 2007 amounts in this column also include all remaining compensation expense associatedother professional experiences, Mr. Amboian possesses particular knowledge and experience with those awards that was recognized in fiscal 2007 in accordance with FAS 123(R). See Note 6, "Equity-Based Compensation,"respect to our Annual Financial Statements for a descriptionbusiness and the asset management industry, strategic planning and leadership of complex organizations that strengthen 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,board's collective qualifications, skills 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
                            experience.

                                    The Company made no grantsGlenn 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 plan-based awardsour company. Prior to the named executive officersthat, 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.

                            Thomas S. Schreier, Jr. became our Vice Chairman, Wealth Management in December 2010. Mr. Schreier was Chief Executive Officer of FAF Advisors from November 2000 to December 2010 and President of First American Funds from February 2001 to December 2010. From 1998 to November 2000, Mr. Schreier served as Senior Managing Director and Head of Equity Research for U.S. Bancorp Piper Jaffray, Inc.

                            William Adams IV became our Senior Executive Vice President, Global Structured Products in November 2010. Prior to that, he was our Executive Vice President, U.S. Structured Products since December 1999. Mr. Adams was our Managing Director of Structured Investments from September 1997 to December 1999 and Vice President and Manager, Corporate Marketing from August 1994 to September 1997.

                            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


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                            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
                            2008 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
                            has served as our Managing Director and Corporate Controller since March 2009. She joined our company in 1998 as Vice President and Assistant Controller and has served as our Corporate Controller since 2001. She has been our Principal Accounting Officer since October 2006.

                                    The following table shows the outstanding unvestedTerrance R. Dolan became a director of Nuveen Investments 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)in February 2013. Mr. Dolan is Vice Chairman, Wealth Management and Securities Services, of U.S. Bancorp. Mr. Dolan has served in this position since July 2010. From September 1998 to July 2010, Mr. Dolan served as U.S. Bancorp's Controller. Mr. Dolan currently serves on the boards of The Minneapolis Foundation, Artspace Projects, Inc., Cowles Center for Dance and the Performing Arts, the University of St. Thomas Opus College of Business, Catholic Charities and the College of St. Benedict. As a result of these and other professional experiences, Mr. Dolan possesses particular knowledge and experience in financial management, accounting, strategic planning, corporate development, and board practices of other organizations that strengthen the board's collective qualifications, skills and experience.

                            Vahe A. Dombalagian became a director of Nuveen Investments and a director of Holdings in November 2007. Mr. Dombalagian is a Managing Director of MDP, and joined that firm in 2001. Mr. Dombalagian currently serves on the boards of directors of Cinemark Holdings, Inc., EVO Merchant Services, LA Fitness International, LLC and National Financial Partners Corp. As a result of these and other professional experiences, Mr. Dombalagian possesses particular knowledge and experience in investment banking, private equity, strategic planning, leadership of complex organizations and board practices of other major corporations that strengthen the board's collective qualifications, skills and experience

                            Frederick W. Eubank II has been a director of Nuveen Investments and a director of Holdings since May 2008. Mr. Eubank is a Managing Partner of Pamlico Capital and joined that firm in 1988. Mr. Eubank currently serves on the board of Physical Endoscopy Holdings, LLC and previously served on the boards of directors of CapitalSource, Inc. and Comsys IT Partners. Mr. Eubank currently serves on the board of trustees at Wake Forest University. As a result of these and other professional experiences, Mr. Eubank possesses particular knowledge and experience in private equity, strategic planning, leadership of complex organizations and board practices of other major corporations that strengthen the discretionboard's collective qualifications, skills and experience.

                            Timothy M. Hurd became a director of Holdings' BoardNuveen Investments and a director of Managers, providingHoldings in November 2007. Mr. Hurd is President and Chief Investment Officer of BlueSpruce Investments, LP, a private investment firm. From 2000 to February 2013, Mr. Hurd served as Managing Director of MDP. Mr. Hurd also serves on the board of directors of Horton Trust Company and CapitalSource, Inc. Mr. Hurd also serves on the boards of the Children's Memorial Foundation, the Latin School of Chicago and the Endowment & Investment Committee of the Chicago Symphony Orchestra. As a result of these and other professional experiences, Mr. Hurd possesses particular knowledge and experience in the financial services industry, private equity, strategic planning, leadership of complex organizations and board practices of other major corporations and organizations that strengthen the board's collective qualifications, skills and experience.

                            Edward M. Magnus became a director of Nuveen Investments and a director of Holdings in November 2007. Mr. Magnus is Managing Director and Head of Research of BlueSpruce Investments, LP. Prior to Holdings or any of its subsidiariesjoining BlueSpruce in February 2013, Mr. Magnus worked at MDP, joining the firm in 2000 for two years as an advisor or consultant. Immediately priorAssociate and then returning after business school in 2004 as a Vice President, before being promoted to Director in 2008. As a Liquidity Event (as definedresult of these and other professional experiences, Mr. Magnus possesses particular knowledge and experience in the LLC Agreement), all unvested Time Vested Units become fully vested if the executive is, and has been continuously employed by or providingfinancial 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 percentindustry, private equity, strategic planning and leadership of complex organizations that strengthen the Class B Units vest onboard's collective qualifications, skills and experience

                            Samuel M. Mencoff became a quarterly pro-rata basis commencing on November 13, 2012director of Nuveen Investments 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)in May 2013. Mr. Mencoff is co-Chief Executive Officer of MDP. Prior to co-founding MDP, Mr. Mencoff was with First Chicago Venture Capital for 11 years. Mr. Mencoff currently serves on the Boards of Directors of Boise Cascade Company, Packaging Corporation of America, Smurfit Kappa Group Limited, and World Business Chicago. He is a member of the Board of Fellows of Brown University, a Trustee of the Art Institute of Chicago and a Director of NorthShore University HealthSystem, where he serves as chairman of the investment committee. As a result of these and other professional experiences, Mr. Mencoff possesses particular knowledge and experience in the financial services industry, private equity, strategic planning, leadership of complex organizations and board practices of other major corporations and organizations that strengthen the board's collective qualifications, skills and experience.

                            Eugene S. Sunshine has been a director of Nuveen Investments and a director of Holdings since May 2008. Mr. Sunshine is Senior Vice President for Business and Finance (Chief Financial Officer), Northwestern University, a position he has held since 1997. Prior to joining Northwestern, he was senior vice president for administration at The John Hopkins University. Mr. Sunshine currently serves as the chairman of the board of Rubicon, an insurance affiliate of Northwestern University, and on the boards of directors of the Chicago Board Options Exchange, PlattForm Advertising, Inc., the Civic Federation, Evanston Inventure and the Pathways Awareness Foundation. Mr. Sunshine serves as a member of the audit committee and as chairman of the compensation committee at the discretionChicago Board Options Exchange and serves as chairman of Holdings'the audit committee at PlattForm Advertising, Inc. He is also a member of the Advisory Committee of the District 65 Educational Foundation and a member of the Commercial Club of Chicago. Mr. Sunshine previously served as a member of the board of the Nuveen family of mutual funds from 2005 through July 2007. As a result of these and other professional experiences, Mr. Sunshine possesses particular knowledge and experience in accounting, finance, strategic planning, leadership of complex organizations and board practices of other major corporations that strengthen the board's collective qualifications, skills and experience.

                            Mark B. Tresnowski became a director of Nuveen Investments and a director of Holdings in November 2007. Mr. Tresnowski is Managing Director and General Counsel of MDP and joined that firm in 2005. Previously, 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. from 1999 through 2004. Mr. Tresnowski previously served on the board of directors of US Power Generating Company. Mr. Tresnowski also serves on the board of trustees of The Children's Home + Aid. As a result of these and other professional experiences, Mr. Tresnowski possesses particular knowledge and experience in complex legal and regulatory issues, strategic planning, leadership of complex organizations and board practices of other major corporations that strengthen the board's collective qualifications, skills and experience.

                            Peter S. Voss has been a director of Nuveen Investments 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, where he also served on the audit committee, compensation committee and investment committee. Mr. Voss currently serves as a director of The Oakmark Funds and IRG, Inc. Mr. Voss also serves as a member of the Board of Managers, providing services to Holdings or anyFellows of its subsidiaries as an advisor or consultant. The numberBrown University and other charitable organizations. As a result 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 Unitsthese and other professional experiences, Mr. Voss possesses particular knowledge and experience in the eventasset management industry, strategic planning, leadership of his death or termination due to disability.

                                    In the eventcomplex organizations and board practices 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. Effective October 28, 2009, the Excess Benefit Plan was terminated and the actuarial equivalent of total benefits thereunder will be paid out in two tranches, commencing in 2009 and ending in 2010.

                                    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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                            other major corporations and organizations that strengthen the board's collective qualifications, skills and experience.

                            2008 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
                            (LIQUIDITY EVENT)
                            Composition of the Board of Directors

                                    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 separationlimited liability company 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 October 29, 2009 by:

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

                              each member ofrequires Holdings to cause the board of directors of the Company to consist of the same individuals serving on the board of managers of Holdings. Members of the board of managers of Holdings and our namedare appointed pursuant to the limited liability company agreement of Holdings, under which MDP has the right to appoint six members, an affiliate of U.S. Bancorp has the right to appoint one member, the Nuveen Investments chief executive officers; and

                              each of our directors and executive officersofficer serves as a group.

                                    To our knowledge, each such unitholder has sole votingmember and investment power as to the Units shown unless otherwise noted. Beneficial ownershipa majority of the Units listed inmembers of the tableboard may appoint up to three independent members. Messrs. Hurd, Tresnowski, Dombalagian, Magnus, Eubank and Mencoff have been appointed by MDP and Mr. Dolan has been determined in accordance with the applicable rulesappointed by an affiliate of U.S. Bancorp. Messrs. Sunshine 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)

                              267,500 *

                            Glenn R. Richter(6)

                              190,000 *

                            Alan G. Berkshire(7)

                              500,000 *

                            John L. MacCarthy(8)

                              130,000 *

                            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)

                              
                            4,122,126
                             
                            1.5%

                                *
                                Denotes less than one percent.

                                (1)
                                This column does not include an individual's unvested Class A Units because he/she does notVoss have voting or investment power over such Units. Exceptbeen appointed as required by law, noneindependent members of the Class A Units are entitled to vote.

                                (2)
                                MDCP Holdco (Windy), LLC ("MDCP Holdco") is board of managers.

                                Board Committees

                                        Nuveen Investments has three board committees—the current record holder of 94,080,000 Class A UnitsAudit and 3,420,000 Class A-Prime Units. MDCP Co-Investors (Windy), L.P. ("Co-Investors") isCompliance Committee, 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")Compensation Committee 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.Strategy/M&A Committee.

                                (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 15,556 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 217,500 vested Class A Units pursuant to grants on December 21, 2007. Also holds 7,778 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 160,000 vested Class A Units pursuant to a grant on December 21, 2007. Also holds 7,778 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 80,000 vested Class A Units pursuant to a grant on December 21, 2007. Also holds 5,600 vested Class B Units pursuant to a grant on December 14, 2007.

                                (9)
                                Also holds 187 vested Class B Units pursuant to a grant on August 13, 2008.

                                (10)
                                Also holds 187 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 affiliates of 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 arewere 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 containscontained customary indemnification provisions in favor of MDP and the other equity investors party thereto. The management services agreement was terminated on July 26, 2013. No fees were paid under this agreement to MDP or any of the other equity investors during the fiscal year ended December 31, 2013.

                              Madison DearbornMDP Investment in a CLO managed by Symphony

                                      AnIn 2007, an affiliate of MDP has purchased approximately $34.2 million in Subordinated Notessubordinated notes issued by Symphony CLO V. Symphony CLO V is a Cayman Islands limited company formed to issue notesmultiple tranches of securities that are collateralized by a pool of assets that consists primarily of syndicated loans and certain other securities in a collateralized debt obligation transaction. This transaction has closed and Symphony is managing the assets of Symphony CLO V.obligations. The Subordinated Notessubordinated 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.payments set forth in the Symphony CLO V governing documents. 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 LynchMDP

                                      MDP is a private equity firm that has investments in companies that purchase products or services from, or provide products and services to, us. We believe that such transactions are entered into in the ordinary course of business on terms no less favorable to us than terms that could have been reached with an unaffiliated third party.

                              Bank of America Disaffiliation and Related Transactions

                                      Upon completion of the MDP Transactions, an affiliateaffiliates of BAML Capital Partners (formerly known as Merrill Lynch acquiredGlobal Private Equity) (such affiliates, "BAML") held approximately 32.7% of the equity interests in Holdings. Bank of America Corporation ("Bank of America") is the ultimate parent company of BAML. During February 2011, Holdings, MDP (through its affiliated investment funds), BAML and certain other equity investors in Holdings engaged in a series of transactions pursuant to which, among other things, (i) Holdings issued and sold approximately $82 million in new equity interests to MDP (through its affiliated investment funds), BAML and certain other equity investors in Holdings and used the proceeds therefrom to purchase BAML's relinquishment of certain control rights it held under Holdings' Class A Units. Welimited liability company agreement and registration rights agreement and (ii) MDP (through its affiliated investment funds) acquired a portion of BAML's equity interest in Holdings such that BAML's equity interest was reduced from approximately 29.5% to approximately 9.5% (together, the "Disaffiliation Transactions"). As a result of the Disaffiliation Transactions, the equity interests in Holdings beneficially owned by MDP (through its affiliated investment funds) increased from approximately 41.6% to approximately 60.6%. Holdings entered into the Disaffiliation Transactions in order to allow us to reduce the level of regulatory-based restrictions that historically had limited our ability to engage in business with Bank of America and its affiliates. Following the Disaffiliation Transactions, certain of our directors and officers were given the opportunity to purchase equity interests in Holdings on substantially the same terms as those offered and sold in connection


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                              with the Disaffiliation Transactions. On May 11, 2012, BAML sold its remaining 9.5% equity interest in Holdings to Monarch Opportunities Holdings, LLC (an affiliate of Partners Group Holding AG).

                              Transactions with Bank of America and U.S. Bancorp

                                      Upon completion of the MDP Transactions, BAML held approximately 32.7% of the equity interests in Holdings. Bank of America is the ultimate parent company of BAML. As a result of the Disaffiliation Transactions described above and the subsequent transfer of its remaining equity interests in Holdings, BAML no longer holds any equity interests in Holdings. Throughout the period during which BAML did hold equity interests in Holdings, we regularly engageengaged in business transactions with Merrill LynchBank of America and its affiliates for the distribution of our open-end funds, closed-end funds and other products and investment advisory services.services (and continue to engage in such transactions). For example, we participateparticipated in "wrap-fee" retail managed account and other programs sponsored by Merrill LynchBank of America and its affiliates through which our investment services arewere made available to high-net-worth and institutional clients. In addition, we serveserved 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 its affiliates.

                                      As a result of the FAF Transaction, Firstar Capital Corporation, an affiliate of U.S. Bancorp, acquired approximately 9.5% of the Company's equity interests. Also in connection with the FAF Transaction, we entered into a strategic investment services agreement with U.S. Bank National Association ("USB"), an affiliate of U.S. Bancorp, pursuant to which we will continuehave an ongoing distribution relationship with USB for a period of five years following the closing of the FAF Transaction. In addition, we agreed to do so. Weprovide certain research and our funds have adoptedother portfolio services to USB in exchange for fees which, for the fiscal years ended December 31, 2011, 2012 and may adopt certain limitations on transacting business2013, equaled approximately $5.0 million, $5.1 million, and $5.3 million, respectively, in the aggregate. USB also serves as the trustee under the indentures for the notes and will serve as exchange agent in connection 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.exchange offers.

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

                                      From time to time, we may do business with certain related parties. The Company's Codeboard of Business Conductdirectors has not adopted a formal written policy for the review and Ethics sets forthapproval of transactions with related parties. However, the Company's general policy prohibiting conflictsboard of interest,directors reviews and approves 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,related parties as appropriate.


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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 CERTAINOTHER 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 FacilitiesFacility

                              Overview

                                      In connection with the MDP Transactions, we entered into a senior secured credit facilities withfacility, consisting of a syndicate$2.3 billion first-lien term loan facility and a $250 million first-lien revolving credit facility (the "Original Revolving Credit Facility"). At the time of lenders, led by Deutsche Bank AG New York Branch, as administrative agent, Wachovia Capital Markets, LLC, as syndication agent,the MDP Transactions, we borrowed the full amount available under the $2.3 billion first-lien term loan facility (the "Original Term Loans"). We used the proceeds from this borrowing to finance part of the MDP Transactions.

                                      On December 31, 2010, we amended our senior secured credit facility pursuant to which, among other things, we: extended the final maturity of $171.0 million of commitments under the Original Revolving Credit Facility from November 13, 2013 to November 13, 2015 (the "Extended Revolving Credit Facility"), subject to certain springing maturity terms; extended the final maturity of $1.0 billion of Original Term Loans from November 13, 2014 to May 13, 2017 (the "Extended Term Loans"), subject to certain springing maturity terms; and Morgan Stanley Senior Funding, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as co-documentation agents. Nuveen Investments is the borrowerconverted $57.0 million of then-outstanding borrowings under our Original Revolving Credit Facility into additional Extended Term Loans.

                                      On December 30, 2011, we obtained an additional $280.0 million in first-lien term loans (the "Incremental Term Loans") under our senior secured credit facilities. The following summary isfacility. All proceeds of the Incremental Term Loans were used to pay a descriptionportion of the cash consideration for the acquisition of a controlling interest in Gresham.

                                      On February 29, 2012, we extended an additional $789.3 million of Original Term Loans into additional Extended Term Loans. On the same date, we refinanced $500.0 million of second-lien term loans that we had obtained under our senior secured credit facility in July and August of 2009 (the "Original Second-Lien Term Loans") by obtaining $500.0 million of new second-lien term loans under our senior secured credit facility (the "New Second-Lien Term Loans"). Proceeds from the Original Second-Lien Term Loans were used to pay down a portion of our first-lien term loans. Proceeds from the New Second-Lien Term Loans were used to repay the $500.0 million of Original Second-Lien Term Loans.

                                      On September 19, 2012, we amended our senior secured credit facility pursuant to which, among other things, we:

                                obtained an additional $365.9 million in first-lien term loans having a final maturity of May 13, 2017 (the "New First-Lien Term Loans"), subject to the springing maturity date described under "—Maturity";

                                used a portion of the proceeds from the New First-Lien Term Loans to repay $228.8 million of the $297.9 million of outstanding Original Term Loans along with related fees and expenses;

                                extended the final maturity of the remaining $69.1 million of outstanding Original Term Loans from November 13, 2014 to May 13, 2017, subject to the springing maturity date described under "—Maturity";

                                used a portion of the proceeds from the New First-Lien Term Loans to repay the $13.9 million outstanding under the Original Revolving Credit Facility and the $108.1 million outstanding under the Extended Revolving Credit Facility, along with related fees and expenses; and

                                obtained a new $190.0 million first-lien revolving credit facility (the "New Revolving Credit Facility") having a final maturity of February 12, 2017, subject to the springing maturity date described under "—Maturity," which replaced both the Original Revolving Credit Facility and the Extended Revolving Credit Facility (the "Old Revolving Credit Facilities").

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                                      After giving effect to the September 19, 2012 amendment, both the Original Term Loans that were extended, and the New First-Lien Term Loans that were obtained in connection with such amendment, had the same terms as the Extended Term Loans and, as a result, the term "Extended Term Loans" includes the extended Original Term Loans and the New First-Lien Term Loans for all purposes herein for any period after September 19, 2012. In addition, as a result of the September 19, 2012 amendment, all of our first-lien term loans, including the Incremental Term Loans, had a final maturity date of May 13, 2017, subject to the springing maturity date described under "—Maturity."

                                      Effective February 28, 2013, we amended our senior secured credit facility pursuant to which we reduced the interest rate spread applicable to all of the outstanding Extended Term Loans and Incremental Term Loans and all of the outstanding commitments under the New Revolving Credit Facility. In addition, as a result of the February 28, 2013 amendment, we converted the outstanding Extended Term Loans and Incremental Term Loans into a single tranche of outstanding term loans under our first-lien term loan facility (the "Tranche A First-Lien Term Loans").

                                      Effective April 29, 2013, we amended our senior secured credit facility pursuant to which we reduced the interest rate spread applicable to all of the outstanding Tranche A First-Lien Term Loans and New Second-Lien Term Loans, which are referred to herein for all periods after April 29, 2013 as the "Tranche B First-Lien Term Loans" and the "Tranche B Second-Lien Term Loans," respectively. In connection with the consummation of the April 29, 2013 amendment, we paid call premiums equal to 1.0% and 2.0% of the principal termsamount of refinanced Tranche A First-Lien Term Loans and New Second-Lien Term Loans, respectively, which totaled approximately $35.6 million, along with other customary fees and expenses.

                              Principal Amounts Outstanding

                                      At December 31, 2013, we had $2.6 billion of outstanding Tranche B First-Lien Term Loans and $500.0 million of outstanding Tranche B Second-Lien Term Loans.

                                      At December 31, 2013, we did not have any outstanding borrowings under our New Revolving Credit Facility.

                              Maturity

                                      Subject to the senior secured credit agreementspringing maturity date described below, the Tranche B First-Lien Term Loans mature on May 13, 2017, the Tranche B Second-Lien Term Loans mature on February 28, 2019, and the related documentscommitments and any borrowings under our New Revolving Credit Facility mature on February 12, 2017.

                                      The Tranche B First-Lien Term Loans, the Tranche B Second-Lien Term Loans and the commitments under our New Revolving Credit Facility are subject to a springing maturity date. The final maturity date for each will change to the 90th day prior to the maturity of our 5.5% senior notes due September 15, 2015 (i.e., June 17, 2015) if, on such date, the aggregate principal amount of all such 5.5% senior notes is equal to or greater than our adjusted EBITDA (as defined in the credit agreement governing our senior secured credit facilities, which we refer to asfacility) for the most recently ended four fiscal quarters.

                                      Under the terms of 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 documentationagreement governing our senior secured credit facilities). The proceedsfacility, we may refinance (at par or with any applicable premium, costs and expenses) our Tranche B First-Lien Term Loans, Tranche B Second-Lien Term Loans and any borrowings or commitments under our New Revolving Credit Facility through (i) in the case of each of our borrowings other than the New Second-Lien Term Loans, the issuance of first-lien senior notes or loans madesecured by the collateral securing the obligations under the Term Loan Facilitycredit agreement on a pari passu basis, (ii) the Closing Date were used to (1) payissuance of second-lien senior notes or loans secured by the purchase price forcollateral securing 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 existingobligations under the Term Loan Facility and were escrowed forcredit agreement on a second-lien basis, (iii) the repayment at maturityissuance 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.unsecured senior notes or loans, and/or (iv) the


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                              incurrence of new classes of term loans and/or revolving credit commitments under the credit agreement (including through a conversion or exchange of existing term loans and/or existing revolving credit borrowings or commitments into such new classes).

                              Prepayments

                                      The credit agreement permits all or any portion of the borrowings outstanding under our senior secured credit facility to be prepaid at par, except that voluntary prepayments of the Tranche B Second-Lien Term Loans prior to April 29, 2014, would be subject to a 1.0% prepayment premium.

                                      We may be required to make a mandatory prepayment of the borrowings outstanding under our senior secured credit facility in certain circumstances, including a material sale of our assets in which the proceeds are not reinvested in our business and the accumulation of "excess cash flow," as defined in the credit agreement governing our senior secured credit facility. In addition, upon the occurrence of certain "change of control" transactions, we must make an offer to repay all or any part of each Tranche B Second-Lien Term Loan at a price of 101% of the principal amount thereof plus accrued and unpaid interest thereon.

                              Guarantors and Security

                                      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 affiliatesfacility are unconditionally guaranteed jointly and severally by Parent, and each of the existingour present and future, direct and indirect, wholly ownedwholly-owned material subsidiaries (excluding broker-dealer subsidiaries, foreign subsidiaries and domestic subsidiaries of Nuveen Investments (other than certain subsidiaries mutually agreed upon, including subsidiaries thatwhose only assets are broker-dealers)equity interests in foreign subsidiaries).

                              Security

                              The obligations of our company and the guarantors under our senior secured credit facilities, thefacility and these 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 uponspecified exceptions, (1)(i) on a first-lien basis, by all of our capital stock and the capital stock of Nuveen Investments and certain of itsour subsidiaries (excluding significant subsidiaries (as defined in Rule 1-02 of Regulation S-X under the Securities Act) 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 Investmentsus or any guarantor and (2)(ii) on a first-lien basis by substantially all otherof our and each guarantor's present and future assets, of Nuveen Investments and each guarantor, except that the AdditionalTranche B Second-Lien Term Loans are secured by the same capital stock and other assets on a second-lien basis.

                              Interest Ratesand Fees

                                      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 AdditionalTranche B First-Lien Term Loans bear interest at a rate per annum of 12.50%LIBOR plus a spread of 4.00% (or alternate base rate plus 3.00%), subject to a 25 basis point step-down in the spread if we achieve a senior secured net leverage ratio (as defined below) of 4.00:1.00 or less. The Tranche B Second-Lien Term Loans bear interest at a rate per annum of LIBOR (subject to a 1.25% floor) plus a spread of 5.25% per annum (or alternate base rate (subject to a 2.25% floor) plus 4.25%).

                              Fees Borrowings under the New Revolving Credit Facility bear interest at a rate per annum of LIBOR plus a spread of 5.00% (or alternate base rate plus 4.00%), subject to a 25 basis point step-down in the spread if we achieve a senior secured net leverage ratio of 4.00:1.00 or less but greater than 3.25:1.00, and a 50 basis point step-down in the spread if we achieve a senior secured net leverage ratio of 3.25:1.00 or less. See "Interest Rate Sensitivity" below for a discussion of the Company's interest rate hedging activities.

                                      WeIn addition to paying interest on outstanding principal of borrowings under our senior secured credit facility, we are required to pay certain fees witha commitment fee to the lenders in respect toof any unutilized loan commitments under the New Revolving Credit Facility at a rate of 0.375% per annum.


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                              Covenants

                                      The credit agreement governing our senior secured credit facilities, including (1) fees equalfacility contains a financial maintenance covenant that prohibits us from exceeding a ratio of (i) funded first-lien secured indebtedness (expressly excluding the Tranche B Second-Lien Term Loans) less unrestricted cash and cash equivalents to 0.375% per year, payable quarterly, on(ii) consolidated adjusted EBITDA (as defined in the unused commitmentscredit agreement) of the lenders under the Revolving Facility, (2) letter of5.75:1.00 (the "senior secured net leverage ratio"). The 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 containagreement also contains a number of other covenants that, among other things, limit or restrict theour 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 theour line of business change the fiscal year, or engage in certain transactions with affiliates. Our senior secured

                              Events of Default

                                      The 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 underagreement governing our senior secured credit facilities.


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                              Events of Default

                                      Our senior secured credit facilities containfacility contains customary events of default includingincluding: non-payment of principal; non-payment of interest or fees; non-payment of any other amounts;amounts due under our senior secured credit facility; 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;facility; 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 SecuritiesSenior Unsecured Notes

                              5.00%9.125% Senior Notes due 2010 and 5.50%2017 / 9.5% Senior Notes due 20152020

                                      On September 12, 2005, Nuveen Investments issued $250.0 million aggregate principal amount19, 2012, we completed a notes offering (the "2017/2020 Notes Offering") of 5.00% Seniorthe 2017/2020 Notes. The 2017 Notes due Septemberwill mature on October 15, 2010 (the "5.00% Notes")2017 and $300.0 million aggregate principal amountaccrue interest at the rate of 5.50% Senior9.125% per year. The 2020 Notes due Septemberwill mature on October 15, 2015, under an indenture between Nuveen Investments2020 and The Bankaccrue interest at the rate of New York Trust Company, N.A., as trustee (the "5.50% Notes"9.5% per year. Interest on the 2017/2020 Notes is payable semi-annually in cash in arrears on April 15 and with the 5.00% Notes, the "Existing Notes").October 15 of each year. The net proceeds fromof the Existing2017/2020 Notes Offering were primarily used to repurchase and redeem all of our then outstanding 10.5% senior unsecured notes due 2015 and pay the related fees and expenses. The remaining proceeds were used to repay a portion of the outstanding debt under a bridge credit facility that has since been refinanced.for general corporate purposes. The Existing2017/2020 Notes are senior unsecured obligations of Nuveen Investments. They rank equally in right of payment with all of our other existing and future senior unsecured indebtedness and senior in right of Nuveen Investments.payment to any future indebtedness that is subordinated in right of payment to the notes. Obligations under the 2017/2020 Notes are guaranteed by Parent and each of our present and future, direct and indirect, wholly owned material domestic subsidiaries that guarantee our obligations under our senior secured credit facility (discussed above). Such guarantees are subordinated in right of payment to the guarantees of our obligations under our senior secured credit facility and related hedging obligations and any of our future secured indebtedness.

                                      We may redeem some or all of the 2017 Notes at any time prior to October 15, 2014 by paying a price equal to 100% of the principal amount plus a "make-whole" premium, along with accrued and unpaid interest and additional interest (as defined in the indentures governing the 2017/2020 Notes), if any, to the date of redemption. At any time prior to October 15, 2014, we may, on one or more occasions, use the net cash proceeds of certain equity offerings to redeem up to 35% of the principal amount of the 2017 Notes at a redemption price equal to 109.125% of their principal amount, plus accrued and unpaid interest and additional interest, if any, to the redemption date; provided that at least 65% of the aggregate principal amount of the 2017 Notes originally issued remains outstanding immediately following such redemption and such redemption occurs within 90 days of such equity offering. At any time on or after October 15, 2014, the 2017 Notes may be redeemed at the redemption prices (expressed as a percentage of the principal amount) set forth below, plus accrued and unpaid


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                              interest, and additional interest, if any, to, but not including, the redemption date, if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

                              Year
                               Percentage 

                              2014

                                106.844%

                              2015

                                104.563%

                              2016 and thereafter

                                100.000%

                                      We may redeem some or all of the 2020 Notes at any time prior to October 15, 2016 by paying a price equal to 100% of the principal amount plus a "make-whole" premium, along with accrued and unpaid interest and additional interest, if any, to the date of redemption. At any time prior to October 15, 2015, we may, on one or more occasions, use the net cash proceeds of certain equity offerings to redeem up to 35% of the principal amount of the 2020 Notes at a redemption price equal to 109.5% of their principal amount, plus accrued and unpaid interest and additional interest, if any, to the redemption date; provided that at least 65% of the aggregate principal amount of the 2020 Notes originally issued remains outstanding immediately following such redemption and such redemption occurs within 90 days of such equity offering. At any time on or after October 15, 2016, the 2020 Notes may be redeemed at the redemption prices (expressed as a percentage of the principal amount) set forth below, plus accrued and unpaid interest and any additional interest, if any, to, but not including, the redemption date, if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

                              Year
                               Percentage 

                              2016

                                104.750%

                              2017

                                102.375%

                              2018 and thereafter

                                100.000%

                                      The 5.00%indentures governing our 2017/2020 Notes contain a number of covenants that, among other things, limit or restrict our ability and the ability of our restricted subsidiaries 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 our line of business or engage in certain transactions with affiliates. Although we are not required to make mandatory redemption or sinking fund payments with respect to the 2017/2020 Notes, we are required to make an offer to purchase the 2017/2020 Notes in the event of a change of control or certain material sales of our assets.

                                      The indentures governing our 2017/2020 Notes also contain customary events of default including: non-payment of principal; non-payment of interest or other amounts due under the notes; failure to perform or observe covenants set forth in the indentures; cross defaults to material indebtedness; bankruptcy and insolvency defaults; monetary judgment defaults to the extent not covered by indemnities or insurance; and failure of guarantees to be in full force and effect.

                                      The 2017/2020 Notes were sold in a private placement and have not been registered under the Securities Act of 1933. We have agreed, under the terms of a registration rights agreement, to (i) file, no later than 18 months after the issue date of the 2017/2020 Notes, a registration statement (the "Exchange Offer Registration Statement") with the SEC with respect to a registered offer to exchange the 2017/2020 Notes and related guarantees for new notes (the "Exchange Notes") and related guarantees of ours having terms substantially identical in all material respects to the 2017/2020 Notes and related guarantees (except that the Exchange Notes do not contain any transfer restrictions) (the "Exchange Offer"), (ii) use commercially reasonable efforts to have the Exchange Offer Registration Statement declared effective by the SEC on or prior to 21 months after the issue date of the 2017/2020 Notes (or two years if reviewed by the SEC) and (iii) use commercially reasonable efforts to consummate the Exchange Offer within 30 business days after the Exchange Offer Registration


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                              Statement is declared effective by the SEC. In addition, we agreed, in some circumstances, to file a "shelf registration statement" that would allow some or all of the 2017/2020 Notes to be offered to the public. If we do not comply with our obligations under the registration rights agreements, we will be required to pay additional interest to holders of the 2017/2020 Notes.

                              5.5% Senior Notes due 2015

                                      We have outstanding $300 million aggregate principal amount of 5.5% senior notes due September 15, 2015 (the "5.5% senior notes"). The 5.5% senior notes rank equally in right of payment with all of our other existing and future senior unsecured indebtedness. The 5.5% senior notes bear interest at a rate of 5.00%5.5% 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 eachon March 15 and September 15 thereafter.of each year. The Existing Notes5.5% senior notes are not guaranteed by any of our subsidiaries.

                                      Nuveen InvestmentsWe may redeem the Existing Notes,5.5% senior 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 Notes5.5% senior notes to be redeemed or (b) the remaining scheduled payments of principal and interest on the Notes5.5% senior notes being redeemed, discounted to the Redemption Dateredemption date on a semiannual basis at the Treasury Rate,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 Notesnotes 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 relatinggoverning the 5.5% senior notes contains a number of covenants that, among other things, limit or restrict our ability to the Existing Notes contains certain covenants, including, among others, covenants with respect to the following matters: (1) limitationcreate liens on additional liens onthe capital stock of our significant subsidiaries which(as defined in Rule 1-02 of Regulation S-X under the Securities Act) that secure debt senior to the Existing Notes; (2) limitation on disposition5.5% senior notes, dispose of the capital stock of any of Nuveen Investments' significant subsidiaries other than to Nuveen Investments, one of itsour significant subsidiaries or an employeeengage in mergers 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 eventconsolidations. The indenture also contains customary events 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)including payment defaults; (ii) covenant defaults not cured within 60 days of notice; (iii)defaults; insolvency or bankruptcy; or (iv) failure by Nuveen Investments or any of its subsidiariesand cross defaults 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.other indebtedness.


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                              DESCRIPTION OF THE NEW NOTES

                                      TheYou can find the definitions of certain terms used in this "Description 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 Actsubheading "—Certain Definitions." In this description, the term "Issuer" refers only to Nuveen Investments, Inc. and therefore, will not be subject to transfer restrictions or contain certain provisions regarding liquidated damages under certain circumstances relatingany of its Subsidiaries and the term "Parent" refers only to the registration rights agreement, which damages provisions will terminate upon the consummationWindy City Investments, Inc., and not to any of the exchange offer.its Subsidiaries.

                                      We        The Issuer has previously issued the Old2017 Notes and the 2020 Notes. Each series of Notes was issued under an Indenture,indenture dated as of November 13, 2007 (the "Indenture"),September 19, 2012, among us, the NoteIssuer, the Guarantors and U. S.U.S. Bank National Association, as Trusteetrustee (the "Trustee""Trustee"), as amended (each an "Indenture" and together the "Indentures"). The Notes were issued in private transactions that were not subject to the registration requirements of the Securities Act. The terms of the Old Notes include those stated in the applicable Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "TIA""TIA").

                                      The New Notes will be treated as a single series with our Old Notes and will have Unless the same terms as those of our Old Notes. However, cash interest will accrue oncontext requires otherwise, references to the New "Notes from             , 2009. The next interest payment on" include the Oldoutstanding Notes and the first payment of cash interest following the issue date of the New Notes will be May 15, 2010. The New Notes and our Old Notes will vote as one class under the Indenture.exchange Notes.

                                      The following description is a summary of the material provisions of the Indenture; all material information regardingIndentures. It does not purport to be complete and is qualified in its entirety by reference to the New Notes and the rightsprovisions of the holdersIndentures, including the definitions therein of the New Notes is summarized herein. The following description does not restate the Indenture in its entirety.certain terms used below. We urge you to read the IndentureIndentures because it definesthey, and not this description, will define your rights as holdersHolders of the New Notes. CopiesYou may request copies of the Indenture may be obtained from the Company upon request.Indentures at our address set forth under "Where You Can Find More Information."

                                      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.Indentures.

                                      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 beare general, unsecured, senior obligations of the Company;Issuer;

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

                                will rank pari passuequally in right of payment with all existing and future unsecuredsenior Indebtedness of the CompanyIssuer that is not subordinated in right of payment to the Notes;

                                will beare effectively subordinated to anyall existing and future Secured Indebtedness of the CompanyIssuer (including Indebtedness under the Credit Agreement) to the extent of the value of the assetscollateral securing such Secured Indebtedness; and

                                will beare structurally subordinated to all existing and future Indebtedness and other liabilities of each Subsidiary of the CompanyIssuer that is not a Guarantor of the Notes.

                                      Each Guarantor's Guarantees of the Notes:

                                will beare general, unsecured obligations of such Guarantor;


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                                  will beare subordinated in right of payment only to the obligations of such Guarantor under existing and future Designated Senior Indebtedness;Indebtedness (including Indebtedness under the Credit Agreement);

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

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

                                  will beare effectively subordinated to anyall existing and future Secured Indebtedness of such Guarantor of(including Indebtedness under the NotesCredit Agreement) to the extent of the value of the assetscollateral securing such Indebtedness.Secured Indebtedness; and

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                                  are structurally subordinated to all existing and future Indebtedness and other liabilities of each Subsidiary of such Guarantor that is not a Guarantor of the Notes.

                                        As of June 30, 2009,December 31, 2013, the CompanyIssuer and the Subsidiaries had $3.8approximately $4.5 billion aggregate principal amount of total Indebtedness, $2.5approximately $3.1 billion of which was secured, including borrowings under the Credit Agreement. An additional $190 million was available for borrowing under the revolving credit facility that is part of the Credit Agreement, all of which would be secured if borrowed. 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'sIssuer'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 CompanyIssuer to incur additional Indebtedness, subject to compliance with the covenant described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." The Indenture does not limit the amount of liabilities that are not considered Indebtedness which may be incurred by the Issuer or its Restricted Subsidiaries.

                                        As of the date of the Indenture,this prospectus, all of the Subsidiaries of the Company will beIssuer are "Restricted Subsidiaries."Subsidiaries" under the Indentures. Under the circumstances described under "—Certain Covenants—Restricted Payments" and the definition of "Unrestricted Subsidiary," the Company will beIssuer is permitted to designate certain of its Subsidiaries as "Unrestricted Subsidiaries." Unrestricted Subsidiaries will not be subject to the restrictive covenants of the IndentureIndentures and will not guarantee the Notes. In addition, certain

                                        Certain of our Restricted Subsidiaries willdo not guarantee the Notes. In the event of a bankruptcy, liquidation, reorganization or similar proceeding of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Issuer or a Guarantor. As a result, all of June 30, 2009, the aggregate amount ofexisting and future liabilities of our non-guarantor subsidiaries was approximately $118.9 million.Subsidiaries, including any claims of trade creditors, will be effectively senior to the Notes. Our non-guarantor subsidiaries represented 1.5%Subsidiaries had aggregate net operating revenues of our assets as of June 30, 2009 and represented an aggregate of 1.8% of our operating revenue$87.5 million (excluding $120.3 million in intercompany revenue) for the twelve monthsyear ended June 30, 2009.December 31, 2013, and at December 31, 2013, had total assets and total liabilities of $695 million and $25 million, respectively.

                                Principal, Maturity and Interest

                                        The Company will issueIssuer issued 2017 Notes in an aggregate principal amount of $785.0$500.0 million. The Indenture governing the 2017 Notes provides for the issuance of additional 2017 Notes having identical terms and conditions to the 2017 Notes offered hereby (the "Additional 2017 Notes"), subject to compliance with the covenants contained in such Indenture.

                                        The Issuer issued 2020 Notes in an aggregate principal amount of $645.0 million. The Indenture governing the 2020 Notes provides for the issuance of additional 2020 Notes having identical terms and conditions to the 2020 Notes (the "Additional 2020 Notes" and together with the Additional 2017 Notes, the "Additional Notes"), subject to compliance with the covenants contained in such Indenture. The Notes and any Additional Notes subsequently issued under each Indenture will be treated as a single class for all purposes under the Indenture.applicable Indenture, including waivers, amendments, redemptions and offers to purchase.

                                        Interest on the 2017 Notes will beis payable in cash semi-annually in arrears on each MayApril 15 and NovemberOctober 15. The first interest payment date for the 2017 Notes was April 15, commencing on May 15, 2010.2013. The CompanyIssuer will make each interest payment to the holders of record of the 2017 Notes on the immediately preceding MayOctober 1 and NovemberApril 1. Interest on the 2017 Notes accrues from the date of original issuance or, if interest has already been paid,will accrue from the date it was most recently paid. Interest will beis computed on the basis of a 360-day year comprised of twelve 30-day months. The 2017 Notes will mature on NovemberOctober 15, 2015.2017.


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                                        Interest on the 2020 Notes is payable in cash semi-annually in arrears on each April 15 and October 15. The first interest payment date for the 2020 Notes was April 15, 2013. The Issuer will make each interest payment to the holders of record of the 2020 Notes on the immediately preceding October 1 and April 1. Interest on the 2020 Notes will accrue from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. The 2020 Notes will mature on October 15, 2020.

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

                                Additional Interest

                                        Additional Interest may accrue on the Notes in certain circumstances pursuant to the Registration Rights Agreements or as set forth in the Indentures. All references in the Indentures and this "Description of Notes," in any context, to any interest or other amount payable on or with respect to the Notes shall be deemed to include any Additional Interest payable pursuant to the Registration Rights Agreement and/or as set forth in the Indentures.

                                Methods of Receiving Payments on the Notes

                                        If a holder has given wire transfer instructions to the CompanyIssuer at least three business daysBusiness Days prior to the applicable payment date, the Company,Issuer, 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 CompanyIssuer 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 maintainsIssuer will maintain one or more paying agents (each, a "paying agent") for theeach series of Notes within the City and State of New York. The initial paying agent for the Notes is the Trustee.

                                        The CompanyIssuer will also maintainsmaintain 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.with respect to the Notes is the Trustee. 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 CompanyIssuer at the office or agency of the registrar within the City and State of New York.

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

                                Compliance with the TIA

                                        The TIA will become applicable to the Indentures upon the qualification of the Indentures under the TIA, which will occur at such time as the Notes have been registered under the Securities Act. The Indentures provide that the Issuer will comply with the provisions of § 314 of the TIA to the extent applicable.

                                Transfer and Exchange

                                        A holder may transfer or exchange Notes in accordance with the applicable Indenture. The registrar and the CompanyIssuer 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 CompanyIssuer is not required to transfer or exchange any Note selected for redemption. Also, the Company


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                                Issuer 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, fully and unconditionally, the Company'sIssuer's obligations under the applicable Indenture and the applicable series of Notes on an unsecured basis. Each Guarantor's Guarantee of the Notes will beis subordinated in right of payment only to the obligations of such Guarantor under existing and future Designated Senior Indebtedness. The obligations of each Subsidiary Guarantor under its Guarantee will be limited as necessary to prevent suchthe Guarantee from constituting a fraudulent conveyance orunder applicable law. This provision may not, however, be effective to protect a Guarantee from being voided under fraudulent transfer underlaw, or may reduce the applicable law.Guarantor's obligation to an amount that effectively makes its Guarantee worthless. If a Guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor's liability on its Guarantee could be reduced to zero. See "Risk Factors—Risks RelatedRelating to the Notes—Notes and Our Indebtedness—Federal and state fraudulent transfer lawsstatutes may permit a courtallow courts, under specific circumstances, to void the notes and related guarantees, subordinate claims in respect of the notes and if that occurs, you may not receive anyrelated guarantees and/or require holders of the notes to return payments on the notes.received from us."

                                        Each Guarantor may consolidate with or merge into or sell its assets to the CompanyIssuer 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 applicable Indenture;

                                  (b)
                                  the CompanyIssuer designates such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of the applicable 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 CompanyIssuer or any Restricted Subsidiary or the repayment of all of the

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                                    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 CompanyIssuer or any Restricted Subsidiaries (other than any guarantee that will be released upon the release of the Guarantee of the Notes).

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

                                  Subordination of the Guarantees

                                        Each Guarantor's Guarantees of the applicable series of Notes will beare subordinated in right of payment only to such Guarantor's Obligations on existing and future Designated Senior Indebtedness. The Guarantees willare senior in all respectsright of payment to any future Subordinated Indebtedness of such Guarantor. The Guarantees rank pari passuequally in right of payment with all other Indebtedness of the Guarantors.such Guarantor. 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 applicable series of 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)Issuer) 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 CompanyIssuer 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


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                                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-days365-day period, and there must be aat 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 applicable 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 of the Indentures, 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 theeither Indenture upon the failure of the CompanyIssuer 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 CompanyIssuer or the Trustee must promptly notify the holders of Designated Senior


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                                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 Daysbusiness 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 applicable 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 applicable 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 IndentureIndentures and appoints the Trustee under the IndentureIndentures its attorney-in-fact for such purpose.


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                                        By reason of the subordination provisions contained in the Indenture,Indentures, 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 NovemberOctober 15, 2011,2014, the CompanyIssuer may redeem all or a part of the 2017 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 2017 Notes to be redeemed to the applicable redemption date if redeemed during the twelve-month period beginning on NovemberOctober 15 of the years indicated below:

                                Year
                                 Percentage 

                                2011

                                  105.250%

                                2012

                                  102.625%

                                2013 and thereafter

                                  100.000%

                                Year
                                 Percentage 

                                2014

                                  106.844%

                                2015

                                  104.563%

                                2016 and thereafter

                                  100.000%

                                        In addition, at any time prior to NovemberOctober 15, 2010,2014, the CompanyIssuer may on one or more occasions redeem in the aggregate up to 35% of the aggregate principal amount of the 2017 Notes issued under the Indenture with the net cash proceeds of one or more Equity Offerings, at a redemption price of 110.5%109.125% of the principal amount of the 2017 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 2017 Notes is contributed to the equity capital of the Company)Issuer);provided,however, that:

                                  (1)
                                  at least 65% of the aggregate principal amount of the 2017 Notes originally issued under the applicable Indenture must remain outstanding immediately after the occurrence of each such redemption (excluding in such calculation 2017 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 2017 Notes may also be redeemed, in whole or in part, at any time prior to NovemberOctober 15, 2011,2014, at the option of the CompanyIssuer 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 2017 Notes redeemed plus the 2017 Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable redemption date.

                                        On or after October 15, 2016, the Issuer may redeem all or a part of the 2020 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 2020 Notes to be redeemed to the applicable redemption date if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

                                Year
                                 Percentage 

                                2016

                                  104.750%

                                2017

                                  102.375%

                                2018 and thereafter

                                  100.000%

                                        In addition, at any time prior to October 15, 2015, the Issuer may on one or more occasions redeem in the aggregate up to 35% of the aggregate principal amount of the 2020 Notes issued under the Indenture with the net cash proceeds of one or more Equity Offerings, at a redemption price of 109.500% of the principal amount of the 2020 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


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                                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 2020 Notes is contributed to the equity capital of the Issuer);provided,however, that:

                                  (1)
                                  at least 65% of the aggregate principal amount of the 2020 Notes originally issued under the applicable Indenture must remain outstanding immediately after the occurrence of each such redemption (excluding in such calculation 2020 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 2020 Notes may also be redeemed, in whole or in part, at any time prior to October 15, 2016, at the option of the Issuer 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 2020 Notes redeemed plus the 2020 Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any to, the applicable redemption date.

                                        The CompanyIssuer 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 applicable 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 any series of the Notes are to be redeemed at any time, the Registrar will select Notes of such series for redemption as follows:

                                  (1)
                                  if the Notes of such series 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 of such series 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 applicable Indenture.

                                        If any Note of any series 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 CompanyIssuer 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 applicable Indenture.

                                Mandatory RedemptionRedemption; Offers to Purchase; Open Market Purchases

                                        The CompanyIssuer is not required to make mandatory redemption or sinking fund payments with respect to theany series of Notes. However, under certain circumstances, the CompanyIssuer may be required to offer to purchase Notes as described under "—Repurchase at the Option of Holders—Change of Control" and "—


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                                "—Repurchase at the Option of Holders—Asset Sales." The CompanyIssuer may at any time and from time to time purchase any series of Notes in the open market or otherwise.

                                Repurchase at the Option of Holders

                                  Change of Control

                                        If a Change of Control occurs, unless the CompanyIssuer 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 CompanyIssuer 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 applicable Indenture. In the Change of Control Offer, the CompanyIssuer 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 CompanyIssuer at such time has given notice of redemption under "—Optional Redemption" with respect to all outstanding Notes, or, at the Company'sIssuer's option, in advance of a Change of Control, the CompanyIssuer 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 applicable Indenture and described in such notice. The CompanyIssuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations


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                                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 applicable Indenture, the CompanyIssuer 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 applicable Indenture by virtue of such conflict.

                                        On the Change of Control Payment Date, the CompanyIssuer 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.Issuer.

                                        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 CompanyIssuer 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 CompanyIssuer 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 applicable Indenture applicable to a Change of Control Offer made by the CompanyIssuer 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 applicable 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


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                                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 CompanyIssuer from purchasing Notes, and also provides that the occurrence of certain change of control events with respect to Parent or the CompanyIssuer would constitute a default thereunder. Prior to complying with any of the provisions of this "Change of Control" covenant under the Indenture governing the applicable Notes, but in any event within 90 days following a Change of Control, to the extent required to permit the CompanyIssuer to comply with this covenant, the Company willIssuer could either repay all outstanding Indebtedness under the Credit Agreement or other Indebtedness ranking pari passu with the applicable Notes or obtain the requisite consents, if any, under all agreements governing such outstanding Indebtedness. If the CompanyIssuer does not repay such Indebtedness or obtain such consents, the CompanyIssuer 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 applicable Indenture, which would in turn constitute a default under the Credit Agreement.Agreement and could result in amounts outstanding thereunder being declared due and payable.

                                        Future indebtedness that the CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer or its Subsidiaries. Finally, the Company'sIssuer'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—Notes and Our Indebtedness—We may not be able to purchase the notes uponfinance a change of control which would result in a default inoffer required by the indenture governing the notes and would materially adversely affect our business and financial condition.indentures."

                                        The provisions described above that require the CompanyIssuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the applicable Indenture are applicable. Except as described above with respect to a Change of Control, theneither Indenture does not containcontains provisions that permit the holders of the Notes to require that the CompanyIssuer repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.transaction, unless such transaction includes an Asset Sale, as described below.

                                        The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of the CompanyIssuer or its Subsidiaries and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the CompanyIssuer 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 CompanyIssuer 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 applicable Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect the capital structure of the CompanyIssuer or its credit ratings. Restrictions on the ability of the CompanyIssuer 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.


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                                        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 CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer and its Subsidiaries taken as a whole to another Person or group may be uncertain.

                                  Asset Sales

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

                                  (1)
                                  the CompanyIssuer (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 CompanyIssuer 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'sIssuer's or the applicable Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the CompanyIssuer 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 CompanyIssuer and all Restricted Subsidiaries have been validly released by the applicable creditor(s) in writing, (ii) any debt securities received by the CompanyIssuer or such Restricted


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                                Subsidiary from such transferee that are converted by the CompanyIssuer 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 CompanyIssuer 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)Issuer), 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 CompanyIssuer 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 CompanyIssuer or such Restricted Subsidiary, as the case may be, may apply those Net Proceeds at its option:

                                  (1)
                                  (A)(i) to reduce Obligations under Secured Indebtedness of the CompanyIssuer or any Restricted Subsidiary, (B)(ii) to reduce Obligations under Indebtedness of a Restricted Subsidiary that is not a Guarantor (other than Indebtedness owed to the CompanyIssuer or another Restricted Subsidiary), (C)(iii) to reduce Obligations under any Indebtedness outstanding under the Credit Facilities (other than Subordinated Indebtedness) or (D)(iv) to reduce Indebtedness of the CompanyIssuer 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 CompanyIssuer 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)(i) through (C)(iii) 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 CompanyIssuer 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

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                                    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 CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer 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 IndentureIndentures 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 CompanyIssuer 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 applicable Indenture.

                                        If any Excess Proceeds remain after consummation of an Asset Sale Offer, the CompanyIssuer or the applicable Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the applicable 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 CompanyIssuer 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 applicable Indenture, the CompanyIssuer 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 applicable Indenture by virtue of such conflict.


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                                        The Credit Agreement restricts the Issuer from purchasing Notes. In the event of an Asset Sale, the Issuer could seek the consent of its lenders to the repurchase of Notes or could attempt to refinance the Indebtedness under the Credit Agreement. If the Issuer does not obtain such consents or refinance such Indebtedness, the Issuer will remain prohibited from purchasing the Notes, which after appropriate notice and lapse of time would result in an Event of Default under the applicable Indenture, which would in turn constitute a default under the Credit Agreement and could result in amounts outstanding thereunder being declared due and payable. Future indebtedness that the Issuer or its Subsidiaries may incur may contain similar restrictions. Moreover, the exercise by the holders of their right to require the Issuer to repurchase their Notes could cause a default under such indebtedness, even if the repurchase itself does not, due to the financial effect of such repurchase on the Issuer or its Subsidiaries.

                                Certain Covenants

                                        Set forth below are summaries of certain covenants contained in each Indenture.

                                        If, on any date, (i) a series of Notes has Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under the applicable Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a "Covenant Suspension Event") then, beginning on that day and continuing at all times thereafter until the Reversion Date (as defined below), the restrictions described under "—Repurchase at the Option of Holders—Asset Sales" and the covenants specifically listed under the following headings in this "Description of Notes" section of this prospectus will no longer be applicable to such series of Notes (collectively, the "Suspended Covenants"):

                                  (1)
                                  "—Restricted Payments";

                                  (2)
                                  "—Incurrence of Indebtedness and Issuance of Preferred Stock";

                                  (3)
                                  "—Limitation on Prepayment or Modification of Existing Notes";

                                  (4)
                                  "—Transactions with Affiliates";

                                  (5)
                                  "—Dividend and Other Payment Restrictions Affecting Subsidiaries"; and

                                  (6)
                                  clause (4) of the first paragraph of "—Merger, Consolidation or Sales of Assets."

                                        If and while the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants, the applicable series of Notes will be entitled to substantially less covenant protection. In the event that the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants under the applicable Indenture for any period of time as a result of the foregoing, and on any subsequent date (the "Reversion Date") one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the applicable Series of Notes below an Investment Grade Rating, then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under the applicable Indenture with respect to future events. The period of time between the Covenant Suspension Event and the Reversion Date is referred to in this description as the "Suspension Period."

                                        On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to clause (4) of the second paragraph of "—Incurrence of Indebtedness and Issuance of Preferred Stock" below. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under "—Restricted Payments" will be made as though the covenant described under "—Restricted Payments" had been in effect prior to, and during, the Suspension Period. As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuer or the Restricted Subsidiaries during the Suspension


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                                Period. On and after each Reversion Date, the Issuer and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period so long as such contract and such consummation would have been permitted during such Suspension Period.

                                        For purposes of the "—Dividend and Other Payment Restrictions Affecting Subsidiaries" covenant, on the Reversion Date, any consensual encumbrances or restrictions of the type specified in clause (1), (2) or (3) of the first paragraph of that covenant entered into during the Suspension Period will be deemed to have been in effect on the date of the indenture, so that they are permitted under clause (1)(y) of the second paragraph under "—Dividend and Other Payment Restrictions Affecting Subsidiaries."

                                        For purposes of the "—Repurchase at the Option of Holders—Asset Sales" covenant, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.

                                        For purposes of the "Transactions with Affiliates" covenant, any Affiliate Transaction (as defined below) entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Issuer entered into during the Suspension Period will be deemed to have been in effect as of the date of the indenture for purposes of clause (8) under "—Transactions with Affiliates."

                                        During a Suspension Period, the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

                                        There can be no assurance that any series of Notes will ever achieve or maintain Investment Grade Ratings.

                                  Restricted Payments

                                        The CompanyIssuer 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'sIssuer'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 CompanyIssuer payable in Equity Interests (other than Disqualified Stock) of the CompanyIssuer 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 CompanyIssuer or any direct or indirect parent entity of the CompanyIssuer 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;

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                                (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 CompanyIssuer 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 CompanyIssuer 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 second proviso in clause (2) of the covenant contained under "—Certain Covenants—Limitation on Prepayment or Modification of Existing Notes" made by the CompanyIssuer 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 CompanyIssuer 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'sIssuer'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,Issuer, of property received by the CompanyIssuer after the Issue Date from the issue or sale (other than to a Subsidiary of the CompanyIssuer or to an employee stock ownership plan or trust established by the CompanyIssuer or any of its Subsidiaries) of (x) Equity Interests of the CompanyIssuer (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 CompanyIssuer that has been converted into or exchanged for Equity Interests of the CompanyIssuer (other than (i) Refunding Capital Stock, (ii) Equity Interests or convertible debt securities of Parent or any other direct or indirect parent companyIssuer 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,Issuer, of property contributed to the equity capital of the CompanyIssuer after the Issue Date (other than (i) by a Subsidiary of the CompanyIssuer or an employee stock ownership plan or trust established by the CompanyIssuer 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

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                                        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 CompanyIssuer 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,Issuer, of property received by the CompanyIssuer or a Restricted Subsidiary after the Issue Date by means of (A) the sale or other disposition (other than to the CompanyIssuer or a Restricted Subsidiary) of Restricted Investments made by the CompanyIssuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the CompanyIssuer or its Restricted Subsidiaries, and repayments of loans or advances which constitute Restricted Investments of the CompanyIssuer or its Restricted Subsidiaries and any dividend or other distribution with respect to a Restricted Investment of the Issuer or its Restricted Subsidiaries or (B) the sale (other than to the CompanyIssuer 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 CompanyIssuer or a Restricted Subsidiary or the transfer of assets of an Unrestricted Subsidiary to the CompanyIssuer 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 CompanyIssuer 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)
                                      $125.050.0 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 applicable Indenture;

                                    (2)
                                    (A) the redemption, repurchase, retirement or other acquisition of any Equity Interests of the CompanyIssuer or any direct or indirect parent of the CompanyIssuer ("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 CompanyIssuer or any of its Subsidiaries) of Equity Interests of the CompanyIssuer or contributions to the equity capital of the CompanyIssuer (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 CompanyIssuer or to an employee stock ownership plan or any trust established by the CompanyIssuer 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 CompanyIssuer or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Company,Issuer, 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 CompanyIssuer 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$50.0 million in any calendar year (which shall increase to $70.0 million subsequent to the consummation of an underwritten Equity Offering by the Issuer or any direct or indirect parent company of the Issuer), 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$75.0 million in any calendar year;year (which shall increase to $90.0 million subsequent to the consummation of an underwritten Equity Offering by the Issuer or any direct or indirect parent company of the Issuer);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 CompanyIssuer and, to the extent contributed to the Company,Issuer, Equity Interests of any of its direct or indirect parent companies, in each case to members of management, directors or consultants of the Company,Issuer, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Dateplus (B) the cash proceeds of "key man" life insurance policies received by the CompanyIssuer or its Restricted Subsidiaries after the Issue Date (provided that the CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer or any Restricted Subsidiary issued or incurred in accordance with the covenant described under "—Incurrence of Indebtedness and Issuance of Preferred Stock";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 CompanyIssuer the proceeds of which will

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                                          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 CompanyIssuer issued after the Issue Date;provided,however, that (A) for the most recently


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                                            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 CompanyIssuer 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 CompanyIssuer 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'sIssuer's common stock (or the payment of dividends to any direct or indirect parent company of the Company,Issuer, as the case may be, to fund the payment by any such parent company of the CompanyIssuer of dividends on such entity's common stock) following the first public offering of the Company'sIssuer'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 CompanyIssuer after the Issue Date in any such public offering, other than public offerings of common stock of the CompanyIssuer (or any direct or indirect parent company of the Company)Issuer) 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 CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer 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;


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                                          (13)
                                          the declaration and payment of dividends to, or the making of loans to, a direct or indirect parent company of the CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer and its Restricted Subsidiaries;

                                            (iv)
                                            general corporate operating and overhead costs and expenses of any direct or indirect parent company of the CompanyIssuer to the extent such costs and expenses are reasonably attributable to the ownership or operation of the CompanyIssuer and its Restricted Subsidiaries;

                                            (v)
                                            amounts payable pursuant to the Management Agreement;

                                            (vi)
                                            fees and expenses other than to Affiliates of the CompanyIssuer 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,heading "—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 CompanyIssuer or any direct or indirect parent;

                                            (viii)
                                            amounts to finance Investments otherwise permitted to be made pursuant to the Indenture;Indentures;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 CompanyIssuer or one of its Restricted Subsidiaries or (y) the merger of the Person formed or acquired into the CompanyIssuer 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 CompanyIssuer or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction, (4) any property received by the CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer and reimbursement of reasonable out of pocket costs of the directors of any direct or indirect parent of the CompanyIssuer 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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                                              reasonably attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and

                                            (x)
                                            reasonable and customary indemnities to directors, officers and employee of any direct or indirect parent of the CompanyIssuer in the ordinary course of business, to the extent reasonably attributable to the ownership or operation of the CompanyIssuer 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;Issuer;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)Issuer);

                                          (15)
                                          distributions, by dividends or otherwise, of Capital Stock of, or Indebtedness owed to the CompanyIssuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than any Unrestricted Subsidiary in which the CompanyIssuer or any Restricted Subsidiary has made an Investment (including by designation of a Restricted Subsidiary thereof as an Unrestricted Subsidiary) pursuant to clause (16)(17) below or clause (10) of the definition of "Permitted Investments");

                                          (16)
                                          [Reserved];

                                          (17)
                                          Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (16)(17) 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%the greater of Total Net Tangible Assets(i) $75.0 million and (ii) 14% of Trailing EBITDA 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)(18)
                                          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 CompanyIssuer and its Restricted Subsidiaries taken as a whole that complies with the terms of the Indenture, including the covenant described under "Merger,"—Merger, Consolidation or Sale of Assets"; and

                                          (19)
                                          the purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of any rights granted to all holders of common stock of the Issuer or any of its direct or indirect parent companies pursuant to any shareholders' rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics;provided,however, that any such purchase, redemption, acquisition, cancellation or other retirement of such rights shall not be for the purpose of evading limitations of this covenant (all as determined in the good faith of the Board of Directors of the Issuer).

                                        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)(17) 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 clausesclause (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 CompanyIssuer 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.Issuer.


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                                                As of the Issue Date,date of this prospectus, all of the Company'sIssuer's Subsidiaries will beare Restricted Subsidiaries. The CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer and its Restricted Subsidiaries (on a consolidated basis) for the Company'sIssuer'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 CompanyIssuer or a Restricted Subsidiary of Indebtedness under Credit Facilities together with the incurrence by the CompanyIssuer 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$3,251 million plus additional Indebtedness incurred to pay premiums and fees in connection with the refinancing of any such Indebtedness,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 Leverage Ratio of the CompanyIssuer would not exceed 5.05.5 to 1.0 (provided that only Indebtedness that is included in Secured Indebtedness may be incurred under this clause (y)(B)),minus (C) the amount of all mandatory principal payments actually made by the borrower thereunder with Net Proceeds from Asset Salesminus (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 CompanyIssuer and the Guarantors of Indebtedness represented by the Notes (including any Guarantee thereof) issued on the Issue Date and any Notes and related exchange guaranteesGuarantees to be issued in exchange for the Notes issued on the Issue Date (including any Guarantee thereof) pursuant to the Registration Rights Agreement;


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                                          (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 CompanyIssuer 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 CompanyIssuer 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;

                                          the greater of (i) $50.0 million and (ii) 10% of Trailing EBITDA;

                                          (6)
                                          Indebtedness incurred by the CompanyIssuer 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 CompanyIssuer owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer or a Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated in right of payment to all obligations of the CompanyIssuer or such Guarantor with respect to the Notes or the Guarantees;

                                          (9)
                                          shares of Preferred Stock of a Restricted Subsidiary issued to the CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer or any Restricted Subsidiary or obligations

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                                            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 CompanyIssuer 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;the greater of (i) $175.0 million and (ii) 30% of Trailing EBITDA;

                                              (13)
                                              (x) any guarantee by the CompanyIssuer 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;Indentures;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,Issuer, 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 CompanyIssuer incurred in accordance with the terms of the Indenture;Indentures;

                                              (14)
                                              the incurrence by the CompanyIssuer 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 CompanyIssuer or any Restricted Subsidiary or merged into the CompanyIssuer or a Restricted Subsidiary in accordance with the terms of the Indenture or (ii) Indebtedness of the CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in the first

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                                                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 CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer or any of its direct or indirect parent companies permitted by the covenant described under "—Restricted Payments";

                                                  (20)
                                                  Indebtedness of the CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer 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)(A) 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


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                                                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 CompanyIssuer 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 CompanyIssuer 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,Issuer, 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.Issuer. 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 CompanyIssuer 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 CompanyIssuer 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;the greater of (i) $150.0 million and (ii) 27.5% of Trailing EBITDA;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 CompanyIssuer 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)
                                                  Issuer may, 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;Notes;provided that (A) any such prepayment shall be funded only with


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                                                  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 CompanyIssuer 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 ofthe 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 CompanyIssuer 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 CompanyIssuer or (vi) to prohibit the making of the Guarantees or the creation of Liens in favor of the Notes and the Guarantees.

                                                  Liens

                                                        The CompanyIssuer 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 CompanyIssuer 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,Issuer, the Notes are secured by a Lien on such property, assets or proceeds of the CompanyIssuer 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,Issuer, the Notes are equally and ratably secured by a Lien on such property, assets or proceeds of the Company;Issuer; 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 applicable 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


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                                                      (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 CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer or any of its Restricted Subsidiaries;

                                                      (2)
                                                      make loans or advances to the CompanyIssuer or any of its Restricted Subsidiaries; or

                                                      (3)
                                                      sell, lease or transfer any of its properties or assets to the CompanyIssuer 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,Indentures, the Notes and Guarantees (including any Notes issued in exchange notes with respect tofor 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 CompanyIssuer 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

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                                                          Foreign Subsidiary of the CompanyIssuer 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 CompanyIssuer 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 applicable 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 clausesclause (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,Issuer, 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'sIssuer'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.Date; and

                                                        (15)
                                                        any encumbrance or restriction contained in the terms of any Indebtedness incurred pursuant to the covenant described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" if (i) either (x) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or an event of default with respect to a financial covenant contained in such Indebtedness or agreement or (y) the Issuer determines in good faith at the time any such Indebtedness is incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Issuer's ability to make principal or interest payments on the notes and any other Indebtedness that is an obligation of the Issuer and (ii) the encumbrance or restriction is not materially more disadvantageous to the holders of the notes than is customary in comparable financings or agreements (as determined by the Issuer in good faith).

                                                        Transactions with Affiliates

                                                              The CompanyIssuer 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 CompanyIssuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the CompanyIssuer or Restricted Subsidiary with an unrelated Person; and


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                                                        (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 CompanyIssuer (and, if any, a majority of the disinterested members of the Board of Directors of

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                                                          the CompanyIssuer 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.

                                                        Issuer.

                                                              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,Issuer, a Restricted Subsidiary, an Investment Vehicle or joint venture or similar entity which would constitute an Affiliate Transaction solely because the CompanyIssuer 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 CompanyIssuer 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,Issuer, any of its direct or indirect parent companies, or any Restricted Subsidiary, in the ordinary course of business;

                                                        (5)
                                                        payments made by the CompanyIssuer 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 CompanyIssuer (and, if any, a majority of the disinterested members of the Board of Directors of the CompanyIssuer with respect to such Affiliate Transaction) in good faith;

                                                        (6)
                                                        transactions in which the CompanyIssuer or any Restricted Subsidiary delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the CompanyIssuer 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 CompanyIssuer or any of its direct or indirect parent companies or any Restricted Subsidiary which are approved by the Board of Directors of the CompanyIssuer 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 areis 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 IndentureIndentures that are fair to the CompanyIssuer or its Restricted Subsidiaries, in the reasonable determination of the members of the Board of

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                                                          Directors of the CompanyIssuer 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 CompanyIssuer to any Permitted Holder, any director, officer, employee or consultant of the CompanyIssuer or its Subsidiaries or any other Affiliates of the CompanyIssuer (other than a Subsidiary);

                                                            (11)
                                                            any transaction permitted by the covenant "—Merger, Consolidation or Sale of Assets";

                                                            (12)
                                                            any transaction with a ReceivableReceivables Subsidiary effected as part of a Receivables Facility;

                                                            (13)
                                                            the Transactions and the payment of the Transaction Expenses;

                                                            (14)
                                                            payments by the CompanyIssuer 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)(15)
                                                            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)(16)
                                                            investments by Affiliates of the CompanyIssuer in investment funds managed by the CompanyIssuer or any of its Restricted Subsidiaries on terms generally available to investors in such investment funds; and

                                                            (16)(17)
                                                            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 CompanyIssuer and its Restricted Subsidiaries.

                                                            Business Activities

                                                                  The CompanyIssuer 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 CompanyIssuer and its Subsidiaries taken as a whole.

                                                            Payments for Consent

                                                                  The CompanyIssuer 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 IndentureIndentures 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 CompanyThe Issuer will cause (i) each of its Domestic Subsidiaries (other than any Unrestricted Subsidiary) that incurs any Indebtedness in excess of $10.0$25.0 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 CompanyIssuer 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 IndentureIndentures on the same terms and conditions as those set forth in the Indenture.Indentures.


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                                                                  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


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                                                          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 applicable Indenture described under "—Guarantees."

                                                            Merger, Consolidation or Sale of Assets

                                                                  The CompanyIssuer may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the CompanyIssuer 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 CompanyIssuer and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person; unless:

                                                            (1)
                                                            (a) the CompanyIssuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company)Issuer) 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 CompanyIssuer 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)Issuer) assumes all the obligations of the CompanyIssuer under the applicable Notes, the applicable 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 CompanyIssuer 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 applicable Notes, the applicable Indenture and the Registration Rights Agreement.

                                                                  The predecessor company will be released from its obligations under the applicable Indenture and the applicable Notes and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the CompanyIssuer under the applicable Indenture and the applicable 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 applicable 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 CompanyIssuer or to another Guarantor, and (b) the CompanyIssuer merging with an Affiliate solely for the purpose of reincorporating the Company,Issuer, as the case may be, in another jurisdiction.jurisdiction or (c) a merger, sale, liquidation, consolidation or other disposition, the purpose of which is to effect a permitted Asset Sale.


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                                                                  Subject to certain limitations described in the IndentureIndentures governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, each Guarantor (other than Parent) will not, and the


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                                                          Company Issuer 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 applicable Guarantee, the applicable 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 applicable Indenture and its applicable 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 CompanyIssuer 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 applicable Guarantee, the applicable 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 applicable Indenture and such Guarantee, but, in


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                                                          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.


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                                                                  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 CompanyIssuer 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,Issuer, which properties and assets, if held by the CompanyIssuer instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the CompanyIssuer 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.Issuer.

                                                                  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 of any series 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 CompanyIssuer will furnish to the holders of Notes of such series, by posting on its publicly available website, 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 CompanyIssuer 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'sIssuer'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 CompanyIssuer 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 SecuritiesSecurities) and Section 8 (Other Events) or successor provisions;provided,however, that the CompanyIssuer shall be required to file current reports relating to change of control of the Company,Issuer, any amendments to the charter documents of the CompanyIssuer or any Guarantor and any material modification tothat materially modify the 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 CompanyIssuer 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

                                                                  The Issuer has agreed that, for so long as any


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                                                          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.


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                                                                  So long as any Notes are outstanding, the Issuer will also (1) within 15 business days after filing with the Commission or posting to a website the annual and quarterly information required pursuant to clauses (1) and (2) of the first paragraph of this section, hold a conference call to discuss such reports and the results of operations for the relevant reporting period and (2) issue a press release to an internationally recognized wire service no fewer than three business days prior to the date of the conference call required to be held in accordance with clause (1) above, announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders of the Notes, prospective investors that certify that they are qualified institutional buyers, securities analysts and market makers to contact the appropriate person at the Issuer to obtain such information.

                                                                  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 CompanyIssuer or any other direct or indirect parent of the CompanyIssuer (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,Issuer, be filed by and be those of Parent or such parent company (as applicable) rather than the Company;Issuer;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 CompanyIssuer and its Restricted Subsidiaries on a standalone basis, on the other hand.

                                                          Events of Default and Remedies

                                                                  Under theeach Indenture, an Event of Default is defined as any of the following:

                                                            (1)
                                                            the CompanyIssuer defaults in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

                                                            (2)
                                                            the CompanyIssuer 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 CompanyIssuer defaults in the performance of, or breaches any covenant, warranty or other agreement contained in, the applicable Indenture (other than a default in the performance or breach of a covenant, warranty or agreement which is specifically dealt with in clausesclause (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 CompanyIssuer 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 CompanyIssuer or any Restricted Subsidiary or the payment of which is guaranteed by Parent, the CompanyIssuer or any Restricted Subsidiary (other than Indebtedness owed to Parent, the CompanyIssuer 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

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                                                              maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $50.0$75.0 million (or its foreign currency equivalent) or more at any one time outstanding;

                                                            (5)
                                                            certain events of bankruptcy affecting Parent, the CompanyIssuer 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,Issuer, would constitute a Significant Subsidiary);


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                                                              (6)
                                                              the failure by Parent, the CompanyIssuer 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,Issuer, would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $50.0$75.0 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,Issuer, 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 applicable Indenture.

                                                                    If an Event of Default (other than an Event of Default specified in clause (5) above with respect to the Company)Issuer) shall occur and be continuing, the Trustee, by written notice to the Company,Issuer, or the holders of at least 25% in aggregate principal amount of the outstanding Notes under the applicable Indenture by written notice to the CompanyIssuer and the Trustee, may declare the principal of and accrued interest on the applicable 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 CompanyIssuer occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shallipso 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.

                                                                    TheEach Indenture provides that, at any time after a declaration of acceleration with respect to the applicable Notes as described in the two preceding paragraphs, the holders of a majority in principal amount of the applicable 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 CompanyIssuer 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.


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                                                                    The holders of a majority in principal amount of thea series of Notes issued and then outstanding under the applicable 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


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                                                            of the applicable Notes, if within 30 days after such Event of Default arose the CompanyIssuer 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 applicable Notes as described above be annulled, waived or rescinded upon the happening of any such events.

                                                                    Holders of theany series of Notes may not enforce the applicable Indenture or the Notes except as provided in the Indenture and under the Trust Indenture Act of 1939, as amended.TIA. Subject to the provisions of the applicable Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under thesuch 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 applicable 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 CompanyIssuer is required to deliver to the Trustee annually a statement regarding compliance with the applicable Indenture. Upon becoming aware of any Default or Event of Default, the CompanyIssuer 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,Issuer, 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 CompanyIssuer 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.


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                                                            Legal Defeasance and Covenant Defeasance

                                                                    The CompanyIssuer 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 of any series issued under thean 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'sIssuer'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;


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                                                                (3)
                                                                the rights, powers, trusts, duties and immunities of the Trustee, and the Company'sIssuer's obligations in connection therewith; and

                                                                (4)
                                                                the Legal Defeasance provisions of thesuch Indenture.

                                                                      In addition, the CompanyIssuer 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 applicable 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 CompanyIssuer 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 thesuch Indenture.

                                                                      In order to exercise either Legal Defeasance or Covenant Defeasance under the Indenture:

                                                                (1)
                                                                the CompanyIssuer 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 CompanyIssuer must specify whether the Notes are being defeased to maturity or to a particular redemption date;

                                                                (2)
                                                                in the case of Legal Defeasance, the CompanyIssuer has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) the CompanyIssuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture,Issue Date, 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 CompanyIssuer 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

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                                                                  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 CompanyIssuer or any Guarantor are a party or by which the CompanyIssuer or any Guarantorof its Guarantors is bound;

                                                                (6)
                                                                the CompanyIssuer must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the CompanyIssuer with the intent of preferring the holders of Notes over the other

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                                                                  creditors of the CompanyIssuer or any Guarantor or with the intent of defeating, hindering, delaying or defrauding creditors of the CompanyIssuer or any Guarantor or others; and



                                                                (7)
                                                                the CompanyIssuer 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

                                                                      TheEach 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,Issuer, 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 CompanyIssuer 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 CompanyIssuer is a party or by which the CompanyIssuer is bound;

                                                                (3)
                                                                the CompanyIssuer has paid or caused to be paid all sums payable by it under the applicable Indenture; and

                                                                (4)
                                                                the CompanyIssuer has delivered irrevocable instructions to the Trustee under the applicable 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.

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                                                                      In addition, the CompanyIssuer 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, theeach 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 theeither 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


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                                                              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 theeither 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, orand 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 thesuch Notes;

                                                                (9)
                                                                modify or change any provision of the applicable 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;


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                                                                (11)
                                                                amend, change or modify in any material respect the obligation of the CompanyIssuer 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,Issuer, 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 applicable Indenture, the Notes or the NotesGuarantees for any of the following purposes 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;


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                                                                  (3)
                                                                  to provide for the assumption by a Successor Company or a successor company of a Guarantor, as applicable, of the Company'sIssuer's or such Guarantor's obligations under the applicable Indenture, the Notes or any Guarantee in accordance with the provisions of the applicable 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 applicable 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 applicable Indenture under the Trust Indenture Act of 1939, as amended;TIA;

                                                                  (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 applicable 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, either of the Indenture shall adversely affect the rights of any holder of Designated Senior Indebtedness under the subordination provisions of the Indenture,Indentures, 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, theIssuer, each 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 theeither Indenture will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee under such Indenture, subject to certain exceptions. TheEach 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 manperson in the conduct of his


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                                                                such person's own affairs. Subject to such provisions, the Trustee will beis under no obligation to exercise any of its rights or powers under theany Indenture at the request, order or direction 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.

                                                                        "2017 Applicable Premium" means, with respect to any 2017 Note on any applicable redemption date, the excess of:

                                                                  (a)
                                                                  the present value at such redemption date of (i) the redemption price at October 15, 2014 (such redemption price being set forth under "—Optional Redemption")plus (ii) all required interest payments due on such 2017 Note through October 15, 2014 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the 2017 Treasury Rate as of such redemption date plus 50 basis points; over

                                                                  (b)
                                                                  the then outstanding principal amount of such 2017 Note.

                                                                        "2017 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 October 15, 2014;provided,however, that if the period from such redemption date to October 15, 2014 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

                                                                        "2020 Applicable Premium" means, with respect to any 2020 Note on any applicable redemption date, the excess of:

                                                                  (a)
                                                                  the present value at such redemption date of (i) the redemption price at October 15, 2016 (such redemption price being set forth under "—Optional Redemption")plus (ii) all required interest payments due on such 2020 Note through October 15, 2016 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the 2020 Treasury Rate as of such redemption date plus 50 basis points; over

                                                                  (b)
                                                                  the then outstanding principal amount of such 2020 Note.

                                                                        "2020 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 October 15, 2016;provided,however, that if the period from such redemption date to October 15, 2016 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

                                                                        "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

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                                                                    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


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                                                                    (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 CompanyIssuer (other than the sale of Equity Interests of the Company)Issuer) 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 CompanyIssuer 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 CompanyIssuer 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

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                                                                      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 CompanyIssuer 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 CompanyIssuer or by the CompanyIssuer 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 CompanyIssuer 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");


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                                                                    (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 CompanyIssuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions, permitted under the applicable 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 CompanyIssuer or a Restricted Subsidiary are not material to the conduct of the business of the CompanyIssuer 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 CompanyIssuer or any Restricted Subsidiary in respect of services provided to the CompanyIssuer or a Restricted Subsidiary in the ordinary course of business approved by the Board of Directors of the Company;Issuer;

                                                                    (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; and

                                                                    (20)
                                                                    dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties entered into in the ordinary course of business.

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                                                                            "Bankruptcy Law" means "means Title 11, U.S. Code or any similar Federal, state or foreign law for the relief of debtors.

                                                                            "Beneficial Owner" has "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


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                                                                      (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 CompanyIssuer or any other Subsidiary of the CompanyIssuer 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

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                                                                        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;


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                                                                      (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, as amended, 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) above 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 CompanyIssuer 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

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                                                                        other business combination or purchase of Beneficial Ownership or otherwise, directly or indirectly, of 50% or more of the Voting Stock of the CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer 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


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                                                                    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 "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 Indebtednessminus (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 CompanyIssuer 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


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                                                                        (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 CompanyIssuer 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,


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                                                                        (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,Issuer, 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 CompanyIssuer 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 CompanyIssuer in a net loss of any such Person for such period to the extent the CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,


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                                                                          (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,


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                                                                          (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; and

                                                                          (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 CompanyIssuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments made by the CompanyIssuer and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments made by the CompanyIssuer 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


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                                                                        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 CompanyIssuer 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,Issuer, 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 GAAPminus (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 CompanyIssuer 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.Issuer.


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                                                                                "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,November 13, 2007, among the Company,Issuer, 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


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                                                                        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,Issuer, 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)(A) of the second paragraph of the covenant described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock."


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                                                                                "Debt Issuances" means, with respect to the CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer or any direct or indirect parent company of the CompanyIssuer (other than Disqualified Stock of the Company)Issuer), 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 CompanyIssuer 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, without limitation, 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


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                                                                        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;Obligations;

                                                                        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 CompanyIssuer 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


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                                                                          (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 puttableputable 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 CompanyIssuer or any of its Subsidiaries for compensatory purposes or to plan for the benefit of employees of the CompanyIssuer 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 CompanyIssuer or any of its Subsidiaries pursuant to the terms of any such arrangement.

                                                                                "Domestic Subsidiary" means any direct or indirect subsidiary of the CompanyIssuer 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,Issuer, its Restricted Subsidiaries and any direct or indirect parent company of the CompanyIssuer (so long as such tax sharing payments are attributable to the operations of the CompanyIssuer 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

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                                                                                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 CompanyIssuer or net cash proceeds of an issuance of Equity Interest of the CompanyIssuer (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 CompanyIssuer 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

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                                                                                business) by the CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer or a Restricted Subsidiary and actually paid or refunded, or, so long as the CompanyIssuer 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



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                                                                              (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 orminus, 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 CompanyIssuer 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 CompanyIssuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than (i) public offerings with respect to common stock of the CompanyIssuer 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.Issuer.

                                                                                    "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 CompanyIssuer and its Restricted Subsidiaries from:

                                                                              (1)
                                                                              contributions to its common equity capital; and


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                                                                              (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 CompanyIssuer 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 andIssuer's $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 CompanyIssuer that is not a Domestic Subsidiary.

                                                                                    "GAAP" means generally accepted accounting principles in the United States in effect on the date of the Indenture,Issue Date, 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"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 CompanyIssuer 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 CompanyIssuer 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


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                                                                            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 calculationsadjustments 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 CompanyIssuer 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,


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                                                                                  (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);

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                                                                                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,Issuer, 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 CompanyIssuer and its Subsidiaries;


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                                                                                    (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 CompanyIssuer or any of its Restricted Subsidiaries in the ordinary course of business.

                                                                                          "Investments" means, "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 CompanyIssuer or any Subsidiary of the CompanyIssuer sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the CompanyIssuer such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company,Issuer, the CompanyIssuer 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." The amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or


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                                                                                  decreases in the value of such Investment, less any amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment.

                                                                                          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'sIssuer's equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the CompanyIssuer 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 CompanyIssuer shall be deemed to continue to have a permanent "Investment" in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the Company'sIssuer's "Investment" in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Company'sIssuer'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.Issuer.

                                                                                          "Issue Date" means September 19, 2012, the date of the initial issuance of the Old Notes, November 13, 2007.Notes.

                                                                                          "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 "means the Management Services Agreement dated as of the Issue Date,November 13, 2007, by and among certain management companies associated with the Sponsor, certain other equity investors and the CompanyIssuer 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,Issuer, 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 "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 CompanyIssuer and its Restricted Subsidiaries in connection therewith), and the Company'sIssuer'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 CompanyIssuer or any of its


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                                                                                  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 CompanyIssuer 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.Issuer.

                                                                                          "Officers' Certificate" means a certificate signed on behalf of the Company,Issuer, by two Officers of the Company,Issuer, one of whom is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the CompanyIssuer that meets the requirements set forth in the applicable Indenture.


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                                                                                          "Parent" means "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 CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer 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)(iii) any Related Party of any of the foregoing Persons and (v)(iv) 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)(iii) 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 CompanyIssuer or any of its direct or indirect parent entities, including, without limitation, Parent.


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                                                                                          "Permitted Investments" means

                                                                                    (1)
                                                                                    (A) any Investment by the CompanyIssuer in any Restricted Subsidiary or by a Restricted Subsidiary in the CompanyIssuer or another Restricted Subsidiary or (B) any Seed Capital Investment made by the CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer or any Restricted Subsidiary (A) in exchange for any other Investment or accounts receivable held by the CompanyIssuer 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 CompanyIssuer 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;Issuer;

                                                                                      (10)
                                                                                      any Investment by the CompanyIssuer 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 $100.0the greater of (i) $150.0 million and (ii) 27.5% of Trailing EBITDA (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 CompanyIssuer 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

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                                                                                        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 CompanyIssuer 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$25.0 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,Issuer, 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 CompanyIssuer or any Restricted Subsidiary;

                                                                                        (4)
                                                                                        Liens on property at the time the CompanyIssuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the CompanyIssuer 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 CompanyIssuer 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;


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                                                                                        (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 CompanyIssuer 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 CompanyIssuer 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 $35.0the greater of (i) $50.0 million and (ii) 10% of Trailing EBITDA 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 CompanyIssuer 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 CompanyIssuer 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

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                                                                                          (x) interfere in any material respect with the business of the CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the CompanyIssuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into by the CompanyIssuer or any Restricted Subsidiary in the ordinary course of business;



                                                                                        (23)
                                                                                        Liens solely on any cash earnest money deposits made by the CompanyIssuer 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;


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                                                                                          (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 CompanyIssuer 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 CompanyIssuer or any Restricted Subsidiary in respect of services provided to the CompanyIssuer or a Restricted Subsidiary in the ordinary course of business approved by Board of Directors of the CompanyIssuer be considered Preferred Stock.


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                                                                                                  "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 CompanyIssuer 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,Issuer, 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 CompanyIssuer or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the CompanyIssuer 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 with respect to any series of Notes, (i) the (i) Registration Rights Agreement dated as of the Issue Date between the Company,Issuer, the Guarantors and Deutsche Bank Securities Inc. 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


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                                                                                          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 CompanyIssuer or a Restricted Subsidiary in exchange for assets transferred by the CompanyIssuer 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 CompanyIssuer 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


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                                                                                          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 CompanyIssuer (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 CompanyIssuer or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by the CompanyIssuer 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 Indebtednessminus (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 CompanyIssuer or any of its Restricted Subsidiaries incurs or redeems any Indebtedness (other


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                                                                                          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 calculationsadjustments 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 CompanyIssuer 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


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                                                                                          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,Issuer, any Indebtedness of the CompanyIssuer 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 CompanyIssuer under GAAP.

                                                                                                  "Subsidiary Guarantors" means the Guarantors other than Parent or any other direct or indirect parent of the CompanyIssuer that delivers a Guarantee.


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                                                                                                  "Total Assets" means total assets of the CompanyIssuer and its Restricted Subsidiaries on a consolidated basis prepared in accordance with GAAP, shown on the most recent balance sheet of the CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer 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 CompanyIssuer or any Restricted Subsidiary since the beginning of such period)


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                                                                                          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 CompanyIssuer 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'sIssuer'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 CompanyIssuer 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 CompanyIssuer and its Restricted Subsidiaries as may be expressly stated.


                                                                                                  "

                                                                                          TableTrailing EBITDA" means EBITDA of Contentsthe Issuer and its Restricted Subsidiaries for the four most recently ended full fiscal quarters for which internal financial statements are available.

                                                                                                  "Transaction Expenses" means any fees or expenses incurred or paid by the CompanyIssuer 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 an amendment to the Credit Agreement and incurrence of additional Indebtedness thereunder on the Issue Date by the CompanyIssuer and the guarantors thereunder, (iii)(ii) the issuance of the Notes and the provision of Guarantees by the Guarantors, (iv)(iii) the refinancing of certain existing indebtedness of the CompanyIssuer as contemplated in thisthe offering memorandum, (v)memoranda distributed in connection with the private offerings of the outstanding notes and (iv) 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.foregoing.

                                                                                                  "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 CompanyIssuer that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Company,Issuer, as provided below) and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the CompanyIssuer may designate any Subsidiary of the CompanyIssuer (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 CompanyIssuer or any Subsidiary of the CompanyIssuer (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


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                                                                                          the election of directors or other governing body are owned, directly or indirectly, by the Company,Issuer, (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 CompanyIssuer or any Restricted Subsidiary (other than the Capital Stock of such Subsidiary to be so designated). The Board of Directors of the CompanyIssuer 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 CompanyIssuer shall be notified by the CompanyIssuer 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 "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 CompanyIssuer 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.


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                                                                                                  "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

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                                                                                          MANAGEMENT

                                                                                                  Our directors and Formexecutive officers are as follows:

                                                                                          Name
                                                                                          AgePrincipal Position

                                                                                          John P. Amboian

                                                                                          52Chairman, Chief Executive Officer and Director

                                                                                          Glenn R. Richter

                                                                                          52Executive Vice President, Chief Operating Officer and Principal Financial Officer

                                                                                          Thomas S. Schreier, Jr. 

                                                                                          51Vice Chairman, Wealth Management

                                                                                          William Adams IV

                                                                                          58Senior Executive Vice President, Global Structured Products

                                                                                          John L. MacCarthy

                                                                                          54Executive Vice President, Secretary and General Counsel

                                                                                          Sherri A. Hlavacek

                                                                                          51Managing Director, Corporate Controller and Principal Accounting Officer

                                                                                          Terrance R. Dolan

                                                                                          52Director

                                                                                          Vahe A. Dombalagian

                                                                                          40Director

                                                                                          Frederick W. Eubank II

                                                                                          50Director

                                                                                          Timothy M. Hurd

                                                                                          43Director

                                                                                          Edward M. Magnus

                                                                                          38Director

                                                                                          Samuel M. Mencoff

                                                                                          57Director

                                                                                          Eugene S. Sunshine

                                                                                          64Director

                                                                                          Mark B. Tresnowski

                                                                                          54Director

                                                                                          Peter S. Voss

                                                                                          67Director

                                                                                          John P. Amboian has been our Chief Executive Officer since June 2007. He has been a director of Nuveen Investments since May 1998 and became a director of Holdings in November 2007. He was our President from May 1999 to June 2007. Prior to that, he served as our Executive Vice President and Chief Financial Officer beginning in June 1995. As a result of these and other professional experiences, Mr. Amboian possesses particular knowledge and experience with respect to our business and the asset management industry, strategic planning and leadership of complex organizations that strengthen the board's collective qualifications, skills and experience.

                                                                                          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.

                                                                                          Thomas S. Schreier, Jr. became our Vice Chairman, Wealth Management in December 2010. Mr. Schreier was Chief Executive Officer of FAF Advisors from November 2000 to December 2010 and President of First American Funds from February 2001 to December 2010. From 1998 to November 2000, Mr. Schreier served as Senior Managing Director and Head of Equity Research for U.S. Bancorp Piper Jaffray, Inc.

                                                                                          William Adams IV became our Senior Executive Vice President, Global Structured Products in November 2010. Prior to that, he was our Executive Vice President, U.S. Structured Products since December 1999. Mr. Adams was our Managing Director of Structured Investments from September 1997 to December 1999 and Vice President and Manager, Corporate Marketing from August 1994 to September 1997.

                                                                                          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


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                                                                                          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. She joined our company in 1998 as Vice President and Assistant Controller and has served as our Corporate Controller since 2001. She has been our Principal Accounting Officer since October 2006.

                                                                                          Terrance R. Dolan became a director of Nuveen Investments and a director of Holdings in February 2013. Mr. Dolan is Vice Chairman, Wealth Management and Securities Services, of U.S. Bancorp. Mr. Dolan has served in this position since July 2010. From September 1998 to July 2010, Mr. Dolan served as U.S. Bancorp's Controller. Mr. Dolan currently serves on the boards of The Minneapolis Foundation, Artspace Projects, Inc., Cowles Center for Dance and the Performing Arts, the University of St. Thomas Opus College of Business, Catholic Charities and the College of St. Benedict. As a result of these and other professional experiences, Mr. Dolan possesses particular knowledge and experience in financial management, accounting, strategic planning, corporate development, and board practices of other organizations that strengthen the board's collective qualifications, skills and experience.

                                                                                          Vahe A. Dombalagian became a director of Nuveen Investments and a director of Holdings in November 2007. Mr. Dombalagian is a Managing Director of MDP, and joined that firm in 2001. Mr. Dombalagian currently serves on the boards of directors of Cinemark Holdings, Inc., EVO Merchant Services, LA Fitness International, LLC and National Financial Partners Corp. As a result of these and other professional experiences, Mr. Dombalagian possesses particular knowledge and experience in investment banking, private equity, strategic planning, leadership of complex organizations and board practices of other major corporations that strengthen the board's collective qualifications, skills and experience

                                                                                          Frederick W. Eubank II has been a director of Nuveen Investments and a director of Holdings since May 2008. Mr. Eubank is a Managing Partner of Pamlico Capital and joined that firm in 1988. Mr. Eubank currently serves on the board of Physical Endoscopy Holdings, LLC and previously served on the boards of directors of CapitalSource, Inc. and Comsys IT Partners. Mr. Eubank currently serves on the board of trustees at Wake Forest University. As a result of these and other professional experiences, Mr. Eubank possesses particular knowledge and experience in private equity, strategic planning, leadership of complex organizations and board practices of other major corporations that strengthen the board's collective qualifications, skills and experience.

                                                                                          Timothy M. Hurd became a director of Nuveen Investments and a director of Holdings in November 2007. Mr. Hurd is President and Chief Investment Officer of BlueSpruce Investments, LP, a private investment firm. From 2000 to February 2013, Mr. Hurd served as Managing Director of MDP. Mr. Hurd also serves on the board of directors of Horton Trust Company and CapitalSource, Inc. Mr. Hurd also serves on the boards of the Children's Memorial Foundation, the Latin School of Chicago and the Endowment & Investment Committee of the Chicago Symphony Orchestra. As a result of these and other professional experiences, Mr. Hurd possesses particular knowledge and experience in the financial services industry, private equity, strategic planning, leadership of complex organizations and board practices of other major corporations and organizations that strengthen the board's collective qualifications, skills and experience.

                                                                                          Edward M. Magnus became a director of Nuveen Investments and a director of Holdings in November 2007. Mr. Magnus is Managing Director and Head of Research of BlueSpruce Investments, LP. Prior to joining BlueSpruce in February 2013, Mr. Magnus worked at MDP, joining the firm in 2000 for two years as an Associate and then returning after business school in 2004 as a Vice President, before being promoted to Director in 2008. As a result of these and other professional experiences, Mr. Magnus possesses particular knowledge and experience in the financial services


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                                                                                          industry, private equity, strategic planning and leadership of complex organizations that strengthen the board's collective qualifications, skills and experience

                                                                                          Samuel M. Mencoff became a director of Nuveen Investments and a director of Holdings in May 2013. Mr. Mencoff is co-Chief Executive Officer of MDP. Prior to co-founding MDP, Mr. Mencoff was with First Chicago Venture Capital for 11 years. Mr. Mencoff currently serves on the Boards of Directors of Boise Cascade Company, Packaging Corporation of America, Smurfit Kappa Group Limited, and World Business Chicago. He is a member of the Board of Fellows of Brown University, a Trustee of the Art Institute of Chicago and a Director of NorthShore University HealthSystem, where he serves as chairman of the investment committee. As a result of these and other professional experiences, Mr. Mencoff possesses particular knowledge and experience in the financial services industry, private equity, strategic planning, leadership of complex organizations and board practices of other major corporations and organizations that strengthen the board's collective qualifications, skills and experience.

                                                                                          Eugene S. Sunshine has been a director of Nuveen Investments and a director of Holdings since May 2008. Mr. Sunshine is Senior Vice President for Business and Finance (Chief Financial Officer), Northwestern University, a position he has held since 1997. Prior to joining Northwestern, he was senior vice president for administration at The John Hopkins University. Mr. Sunshine currently serves as the chairman of the board of Rubicon, an insurance affiliate of Northwestern University, and on the boards of directors of the Chicago Board Options Exchange, PlattForm Advertising, Inc., the Civic Federation, Evanston Inventure and the Pathways Awareness Foundation. Mr. Sunshine serves as a member of the audit committee and as chairman of the compensation committee at the Chicago Board Options Exchange and serves as chairman of the audit committee at PlattForm Advertising, Inc. He is also a member of the Advisory Committee of the District 65 Educational Foundation and a member of the Commercial Club of Chicago. Mr. Sunshine previously served as a member of the board of the Nuveen family of mutual funds from 2005 through July 2007. As a result of these and other professional experiences, Mr. Sunshine possesses particular knowledge and experience in accounting, finance, strategic planning, leadership of complex organizations and board practices of other major corporations that strengthen the board's collective qualifications, skills and experience.

                                                                                          Mark B. Tresnowski became a director of Nuveen Investments and a director of Holdings in November 2007. Mr. Tresnowski is Managing Director and General Counsel of MDP and joined that firm in 2005. Previously, 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. from 1999 through 2004. Mr. Tresnowski previously served on the board of directors of US Power Generating Company. Mr. Tresnowski also serves on the board of trustees of The Children's Home + Aid. As a result of these and other professional experiences, Mr. Tresnowski possesses particular knowledge and experience in complex legal and regulatory issues, strategic planning, leadership of complex organizations and board practices of other major corporations that strengthen the board's collective qualifications, skills and experience.

                                                                                          Peter S. Voss has been a director of Nuveen Investments 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, where he also served on the audit committee, compensation committee and investment committee. Mr. Voss currently serves as a director of The Oakmark Funds and IRG, Inc. Mr. Voss also serves as a member of the Board of Fellows of Brown University and other charitable organizations. As a result of these and other professional experiences, Mr. Voss possesses particular knowledge and experience in the asset management industry, strategic planning, leadership of complex organizations and board practices of


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                                                                                          other major corporations and organizations that strengthen the board's collective qualifications, skills and experience.

                                                                                          Composition of the Board of Directors

                                                                                                  The Old Noteslimited liability company agreement of Holdings requires Holdings to cause the board of directors of the Company to consist of the same individuals serving on the board of managers of Holdings. Members of the board of managers of Holdings are appointed pursuant to the limited liability company agreement of Holdings, under which MDP has the right to appoint six members, an affiliate of U.S. Bancorp has the right to appoint one member, the Nuveen Investments chief executive officer serves as a member and a majority of the members of the board may appoint up to three independent members. Messrs. Hurd, Tresnowski, Dombalagian, Magnus, Eubank and Mencoff have been appointed by MDP and Mr. Dolan has been appointed by an affiliate of U.S. Bancorp. Messrs. Sunshine and Voss have been appointed as independent members of the board of managers.

                                                                                          Board Committees

                                                                                                  Nuveen Investments has three board committees—the Audit and Compliance Committee, the Compensation Committee and the Strategy/M&A Committee.

                                                                                          Director Independence

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

                                                                                          Family Relationships

                                                                                                  There are no family relationships among any of our executive officers or directors.

                                                                                          Compensation Committee Interlocks and Insider Participation

                                                                                                  The following persons served on our Compensation Committee during 2013: Messrs. Hurd, Tresnowski and Dombalagian. No member of the Compensation Committee was, during the fiscal year ended December 31, 2013, a current or 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 of directors.

                                                                                          Compensation Discussion and Analysis

                                                                                          Introduction

                                                                                                  This compensation discussion and analysis describes the material principles underlying our executive compensation philosophy and objectives and explains how they were soldapplied in determining the material elements of compensation awarded to, qualified institutional buyersearned by or paid to our named executive officers with respect to the fiscal year ended December 31, 2013. For purposes of this discussion, our named executive officers include our principal executive officer, principal financial officer and the three other most highly compensated executive officers of the Company during 2013, which are listed in reliancethe


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                                                                                          Summary Compensation Table below. This discussion should be read together with the tables and related disclosures that follow this discussion.

                                                                                          Compensation Philosophy and Objectives

                                                                                                  The Company's overall philosophy is to use all elements of executive compensation to reinforce a results-oriented management culture focusing on Rule 144Aour level of earnings, the achievement of longer-term strategic goals 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 compensation based in whole or in offshore transactionspart upon our performance, (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 individual performance or achievement.

                                                                                                  Although we have not adopted policies with respect to cash versus non-cash compensation (or among different forms of non-cash compensation), we have determined that our executives should hold a personally significant interest in reliancethe equity of the Company to align their interests with the interests of our equity holders. The allocation between cash and non-cash compensation has historically been based on Regulation S. Excepta number of factors, including individual performance, company performance and liquidity of prior year non-cash compensation awards. These determinations vary from year to year. We have also not adopted policies with respect to current versus long-term compensation, but believe that both elements are necessary for achieving our compensation objectives.

                                                                                          Determination of Compensation

                                                                                                  The Compensation Committee has the sole authority to approve the compensation of our named executive officers. Our Compensation Committee determines the compensation of our named executive officers based on, and in furtherance of, the compensation philosophies and objectives described above. Our chief executive officer provides input to the Compensation Committee regarding the compensation of our other named executive officers, but does not provide input regarding his own compensation. The Compensation Committee also gathers input from other executive officers regarding the design, implementation and administration of our compensation plans. Some elements of our named executive officers' compensation were determined by the Compensation Committee in the course of negotiating each executive's employment agreement. Other elements of our named executive officers' compensation are determined by the Compensation Committee on an annual or ad hoc basis.

                                                                                                  We have engaged a compensation consultant, McLagan Partners, to provide us with certain compensation data that our Compensation Committee uses in evaluating the competitiveness of our executive compensation program. However, we have not identified a specific peer group of companies for comparative purposes and have not engaged in formal competitive benchmarking of compensation against any such peer group. Instead, our Compensation Committee uses the information supplied by McLagan Partners as reference material to assist in maintaining a general awareness of industry compensation standards and trends. Such information does not formulaically determine compensation decisions for any particular executive.

                                                                                                  We intend to periodically evaluate the success of our compensation and equity participation programs in achieving our objectives and adapt these programs as our company grows in order to enable us to better achieve these, and future, objectives.


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                                                                                          Elements of Executive Compensation

                                                                                                  Total compensation for named executive officers is currently comprised of:

                                                                                            base salary;

                                                                                            annual cash incentive awards;

                                                                                            Mutual Fund Incentive Plan awards;

                                                                                            equity awards;

                                                                                            retention awards;

                                                                                            retirement plan benefits; and

                                                                                            other benefits and perquisites.

                                                                                          Certain elements of our overall compensation program may not be included in each year's compensation.

                                                                                          Base Salary

                                                                                                  Base salary is provided to our named executive officers in order to provide them with a degree of financial certainty and stability that does not depend on Company or individual performance. Providing a stable and predictable source of cash flow helps us meet our objective of attracting and retaining talented executives. Annual base salaries for our named executive officers are set forth below,in their respective employment agreements, which were approved by the New Notes will be issuedCompensation Committee. Each named executive officer's base salary was determined on the basis of his or her historical base salary and the base salaries of similarly situated executives within our organization. As has historically been true of the investment management industry generally, incentive compensation, and not base salary, is the primary compensation vehicle for our named executive officers.

                                                                                          Annual Cash Incentive Awards

                                                                                                  Annual cash incentive compensation is a significant part of the overall annual compensation of our named executive officers. We use annual cash incentive awards to motivate and reward Company and/or individual performance. By basing such awards in exchangepart upon our performance, we are able to link executive compensation to our success and the interests of our equity holders. Annual cash incentive awards are determined towards the end of each fiscal year.

                                                                                                  Our chief executive officer's annual award is determined pursuant to a formula set forth in his employment agreement, which is based on Company earnings and described in more detail in the narrative under the headings "—Summary Compensation Table" and "—Grants of Plan-Based Awards During 2013" below. We have not historically used formulas to determine our other named executive officers' annual cash incentive awards. Instead, such awards are generally determined by adjusting prior year bonus amounts up or down based on various performance factors, including the Company's performance, individual performance and the amounts of other compensation granted or received by the named executive officers during the relevant fiscal year. Such awards are generally recommended by our chief executive officer and approved by the Compensation Committee. The bonus adjustment is discretionary and no percentage weightings are assigned to the various factors that are considered. Individual performance is subjectively measured based on individual accomplishment, including in the areas of leadership, communication and overall managerial ability, as well as the performance of those aspects of the business under his or her supervision. In determining the target or minimum bonus amount for each named executive officer, the Old Notes in registered, global form in minimum denominationsCompensation Committee considered his or her historical bonus amounts and the bonus amounts of $2,000 and integral multiples of $1,000 in excess of $2,000.similarly situated executives within our organization.


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                                                                                                  The New Notes initially will be representedIn addition to the adjustments discussed above, the annual cash incentive compensation of our named executive officers is adjusted by one or more notesthe dollar denominated amount of any Mutual Fund Incentive Plan award earned with respect to any given year. More information regarding Mutual Fund Incentive Plan awards is included in registered, global form without interest coupons (the "Global Notes"). Upon issuance,this compensation discussion and analysis below under the Global Notes will be depositedheading "—Mutual Fund Incentive Plan Awards."

                                                                                          Mutual Fund Incentive Plan Awards

                                                                                                  Our Mutual Fund Incentive Plan ("MFIP") is intended to align executive compensation with the trustee as custodian for DTC,performance of our investment products. MFIP awards are denominated in New York, New York,dollars and registeredrepresent the right to receive, subject to time-vesting conditions, shares of mutual funds sponsored and managed by the Company and selected with input by the participant. For each MFIP award, the Company funds a nonexempt employees' trust in the nameamount of DTC or its nominee.

                                                                                                  Except assuch award. Such trust then acquires the shares of the mutual funds selected by the participants. MFIP awards vest over time in accordance with a schedule 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.

                                                                                                  Soaward notice so long as the Global Note holder isexecutive remains employed by the registered ownerCompany through each vesting date. Upon a termination of the participant's employment by the Company without cause or by reason of death or disability, one hundred percent of the unvested portion of his or her unvested MFIP award shall immediately vest. In the event of a termination of the participant's employment for any New Notes,other reason, the Global Note holderentire unvested portion of his or her MFIP award will be consideredforfeited.

                                                                                                  During the sole holder under the indenturevesting period, participants may receive payments of any New Notes evidenced by the Global Notes. Beneficial owners of New Notes evidenced by the Global Notes will not be considered the ownersdividends or holders of the New Notes under the Indenture for any purpose, includinginterest with respect to the givingmutual fund shares purchased for their account. Upon vesting, the participant receives the mutual fund shares purchased by the trust or, at the Company's discretion, cash in an amount equal to the value of such shares at the vesting date. MFIP awards align executive compensation with performance because the value of MFIP awards may increase or decrease during the vesting period based on the investment performance of the underlying mutual funds.

                                                                                                  Each of our named executive officers received an MFIP award during 2013. These awards are scheduled to vest ratably on January 31 of 2014, 2015 and 2016, and are the only MFIP awards held by our named executive officers at December 31, 2013. The dollar denominated amount of any directions, instructions or approvalsMFIP award earned with respect to any given year is taken into consideration in determining the annual cash incentive award that would otherwise be paid to the trustee thereunder. Neitherrecipient of such award for that year. Additional information about outstanding MFIP awards is contained in the tables and accompanying narrative under the headings "—Summary Compensation Table" and "—Grants of Plan-Based Awards During 2013" below.

                                                                                          Equity Awards

                                                                                                  We have sought to align the interests of our executives with those of our equity holders by awarding them with, and inviting them to invest in, equity in our parent company, Holdings. Each of our named executive officers has purchased equity in Holdings in the form of Class A Units. The Compensation Committee believes that our executives should hold a personally significant interest in the equity of the Company norto align their interests with the Trusteeinterests of our equity holders. In addition, each of our named executive officers has received equity awards that either vest over time and/or achievement of certain performance goals or are contingent upon the value of Company equity exceeding a certain threshold amount. These equity awards are intended to incentivize both general long-term growth in the value of the Company and the attainment of specific financial and operational Company objectives. These discretionary awards are generally determined by the Compensation Committee based on the intrinsic value of prior equity awards and an evaluation of each executive's performance and scope of responsibilities. Additional information regarding each of these equity awards is set forth below.


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                                                                                          Time-Vested Deferred Units

                                                                                                  The Company has granted time-vested deferred units to each named executive officer, which represent a deferred right to receive Class A Units of Holdings and all distributions paid with respect to such Class A Units, subject to certain vesting conditions. Time-vested deferred units vest over time in accordance with a schedule set forth in the executive's grant agreement so long as the executive remains employed by the Company on and until each vesting date. Vesting is accelerated in connection with certain events, which are described in more detail under the heading "—Potential Payments Upon Termination or Change in Control" below. In the event of a termination of the executive's employment, all of his or her unvested time-vested deferred units will be forfeited after giving effect to any applicable accelerated vesting.

                                                                                                  The deferral schedule for each time-vested deferred unit is set forth in the executive's grant agreement and may or may not coincide with the vesting schedule. Settlement is accelerated in connection with certain events, which are described in more detail under the heading "—Potential Payments Upon Termination or Change in Control" below. When the deferral breaks on a vested time-vested deferred unit, the executive receives a distribution of a Class A Unit of Holdings and all distributions paid with respect thereto since the grant date, provided that the Company satisfies any tax withholding obligations it may have by withholding Class A Units to which such executive is otherwise entitled having a fair market value equal to such obligations. In lieu of delivering Class A Units, the Company may, in its discretion, deliver cash equal to the liquidation value of such Class A Units.

                                                                                                  None of our named executive officers received an award of time-vested deferred units during the fiscal year ended December 31, 2013. Additional information about time-vested deferred units is set forth below under the headings "—Outstanding Equity Awards at December 31, 2013," "—Equity Awards Vested During 2013" and "—Potential Payments Upon Termination or Change in Control."

                                                                                          Performance-Vested Deferred Units

                                                                                                  The Company has granted performance-vested deferred units to each named executive officer, which represent a deferred right to receive Class A Units of Holdings and all distributions paid with respect to such Class A Units, subject to certain vesting conditions. Performance-vested deferred units vest upon satisfaction of both time- and performance-vesting conditions. The time-vesting condition is satisfied over time in accordance with a schedule set forth in the executive's grant agreement so long as the executive remains employed by the Company on and until each vesting date. The performance vesting conditions are satisfied on the basis of five measures of the Company's financial and operational performance: (i) twenty percent of the condition is satisfied in connection with the realization of certain levels of cost savings in connection with synergies related to the Company's acquisition of FAF Advisors in 2010; (ii) twenty-five percent of the condition is satisfied as certain thresholds tied to growth in the Company's Adjusted EBITDA margin are met; (iii) fifteen percent of the condition is satisfied on the basis of growth in the number of the Company's investment products on the retail platforms of certain wirehouses, regional broker dealers and banks; (iv) twenty percent of the condition is satisfied as certain thresholds tied to growth in the Company's assets under management are met; and (v) twenty percent of the condition is satisfied as certain thresholds tied to increases in the compound annual growth rate of the Company's free cash flow (Adjusted EBITDA minus capital expenditures and seed capital investments) are met. For purposes of determining satisfaction of the conditions in clauses (ii) and (v) above, the Compensation Committee has discretion to make adjustments to Adjusted EBITDA as are necessary and appropriate to reflect material acquisitions or divestures by the Company and to reflect the impact of certain compensation expenses not included in Adjusted EBITDA. The portion of the performance-vested deferred units that is vested at any responsibility or liabilitygiven time is equal to the percentage of the performance-vesting conditions that has been satisfied multiplied by the percentage of the time-vesting condition that has been satisfied. Certain of Mr. Schreier's performance-vested deferred units are subject only to a performance-vesting condition


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                                                                                          that is periodically satisfied on the basis of reaching certain thresholds tied to the performance of the businesses with which FAF Advisors was combined following completion of the FAF Transaction on December 31, 2010, which resulted in Mr. Schreier joining the Company.

                                                                                                  Satisfaction of the performance vesting conditions, which is determined by the Compensation Committee, is measured over time in accordance with a schedule set forth in the executive's grant agreement. The performance-vesting conditions may be adjusted by the Compensation Committee to account for any aspectacquisitions or other material changes to the Company's operations. Once a performance vesting condition is satisfied, it remains satisfied notwithstanding any subsequent failure of any of the records of DTC or for maintaining, supervising or reviewing any records of DTC relatingapplicable criteria to be met.

                                                                                                  All other terms applicable to the New Notes.performance-vested deferred units, including the terms of the deferral, are substantially similar to the time-vested deferred units described above.

                                                                                                  None of our named executive officers received an award of performance-vested deferred units during the fiscal year ended December 31, 2013. Additional information about performance-vested deferred units is set forth below under the headings "—Outstanding Equity Awards at December 31, 2013," "—Equity Awards Vested During 2013" and "—Potential Payments Upon Termination or Change in Control."

                                                                                          Depository ProceduresDeferred Incentive Units

                                                                                                  The Company has granted deferred incentive units to each named executive officer. Similar to time-vested deferred units, deferred incentive units represent a deferred right to receive Class A Units of Holdings, subject to time vesting conditions. Unlike time-vested deferred units, an award of deferred incentive units represents the right to receive a number of Class A Units with a total liquidation value equal to the product of (x) the excess, if any, of the liquidation value of a Class A Unit over a specified amount (called a "participation threshold") and (y) such number of deferred incentive units. This determination is made at the time the deferral breaks. The original participation threshold represented the value assigned to a Class A Unit at the time of the MDP Transactions. The participation threshold may be adjusted by the Compensation Committee to account for any acquisitions or other material changes to the Company's operations.

                                                                                                  All other terms applicable to the deferred incentive units, including the terms of the deferral, are substantially similar to those applicable to the time-vested deferred units described above.

                                                                                                  None of our named executive officers received an award of deferred incentive units during the fiscal year ended December 31, 2013. Additional information about deferred incentive units awarded to our named executive officers in previous fiscal years is set forth below under the headings "—Outstanding Equity Awards at December 31, 2013" and "—Potential Payments Upon Termination or Change in Control."

                                                                                          Retention Awards

                                                                                                  In 2010 and 2011, the Company granted a retention award to each of our named executive officers. These retention awards were designed to provide our named executive officers with further financial incentives to remain with the Company through an initial public offering or other liquidity event in which they could realize the value of prior year equity awards. The retention awards vest over time in accordance with a schedule determined at the time of grant so long as the executive remains employed by the Company on and until each vesting date.


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                                                                                          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 generally available to all employees. Company matching contributions under the 401(k) plan are available to all eligible employees generally and are designed to encourage and increase employee savings. The Company matches 50% of employee contributions up to 7% of an employee's eligible compensation, or $17,500 (for 2014, as adjusted), whichever is less. The matching contributions by the Company vest ratably 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 (our "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, we amended our Retirement Plan such that existing participants will not accrue any new benefits under our Retirement Plan after March 31, 2014. On November 6, 2013, the Company's board of directors approved a resolution to freeze benefit accruals under and terminate the Retirement Plan effective December 31, 2013, provided that each participant in the Retirement Plan who is an active current employee on the termination date will receive an accrued benefit comparable to what he or she would have received if he or she had continued to accrue benefits through March 31, 2014. Final termination of the Retirement Plan is subject to the approval of the Pension Benefit Guaranty Corporation and IRS approval, which is not anticipated to be granted until mid- to late-2014.

                                                                                          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 terms of these post-employment benefits are summarized under the heading "—Potential Payments Upon Termination or Change in Control" below.

                                                                                          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 employees, including named executive officers, commit their time. In addition to the up to $5,000 match of charitable contributions available to all employees in 2013, 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. These benefits and perquisites are designed to attract, retain and reward talented executives who have the ability to contribute to our success.


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                                                                                          Summary Compensation Table

                                                                                                  The following descriptiontable provides compensation information for our principal executive officer, our principal financial officer and the three other most highly compensated executive officers of the operationsCompany (collectively, our "named executive officers") for the fiscal year ended December 31, 2013.

                                                                                          Name and Principal
                                                                                          Position
                                                                                           Year Salary
                                                                                          ($)
                                                                                           Bonus
                                                                                          ($)(1)
                                                                                           Equity
                                                                                          Awards
                                                                                          ($)
                                                                                           Option
                                                                                          Awards
                                                                                          ($)
                                                                                           Non-Equity
                                                                                          Incentive Plan
                                                                                          Compensation
                                                                                          ($)(2)
                                                                                           Change in
                                                                                          Pension Value
                                                                                          and
                                                                                          Nonqualified
                                                                                          Deferred
                                                                                          Compensation
                                                                                          Earnings
                                                                                          ($)(3)
                                                                                           All Other
                                                                                          Compensation
                                                                                          ($)(4)
                                                                                           Total
                                                                                          Compensation
                                                                                          ($)
                                                                                           

                                                                                          John P. Amboian

                                                                                            2013  650,000  2,940,639      2,739,515  0  144,183  6,474,337 

                                                                                          Chief Executive Officer

                                                                                                                      

                                                                                          Glenn R. Richter

                                                                                            
                                                                                          2013
                                                                                            
                                                                                          550,000
                                                                                            
                                                                                          1,191,735
                                                                                            
                                                                                            
                                                                                            
                                                                                          1,002,445
                                                                                            
                                                                                            
                                                                                          66,005
                                                                                            
                                                                                          2,810,185
                                                                                           

                                                                                          Executive Vice President, Chief Operating Officer and Principal Financial Officer

                                                                                                                      

                                                                                          Thomas S. Schreier, Jr.

                                                                                            
                                                                                          2013
                                                                                            
                                                                                          550,000
                                                                                            
                                                                                          943,153
                                                                                            
                                                                                            
                                                                                            
                                                                                          800,168
                                                                                            
                                                                                            
                                                                                          75,821
                                                                                            
                                                                                          2,369,142
                                                                                           

                                                                                          Vice Chairman, Wealth Management

                                                                                                                      

                                                                                          William Adams IV

                                                                                            
                                                                                          2013
                                                                                            
                                                                                          500,000
                                                                                            
                                                                                          911,456
                                                                                            
                                                                                            
                                                                                            
                                                                                          831,652
                                                                                            
                                                                                          125,843
                                                                                            
                                                                                          72,890
                                                                                            
                                                                                          2,441,841
                                                                                           

                                                                                          Senior Executive Vice President, Global Structured Products

                                                                                                                      

                                                                                          John L. MacCarthy

                                                                                            
                                                                                          2013
                                                                                            
                                                                                          450,000
                                                                                            
                                                                                          560,269
                                                                                            
                                                                                            
                                                                                            
                                                                                          498,659
                                                                                            
                                                                                            
                                                                                          138,467
                                                                                            
                                                                                          1,647,395
                                                                                           

                                                                                          Executive Vice President, Secretary and General Counsel

                                                                                                                      

                                                                                          (1)
                                                                                          The amounts in this column represent the annual cash incentive awards earned by our named executive officers in 2013, a portion of which were paid in December 2013 and proceduresthe balance of DTC, Euroclearwhich were paid in February 2014.

                                                                                          (2)
                                                                                          The amounts in this column represent the fair market value of MFIP awards that vested and Clearstreamwere paid on January 31, 2014. Please see the compensation discussion and analysis for further information regarding MFIP awards.

                                                                                          (3)
                                                                                          Based on actuarial assumptions in 2013 tied to the expected Retirement Plan termination distribution date of November 1, 2014, the value of the pension benefits declined slightly for Mr. Amboian from 2012. Mr. Adams' pension value increased in 2013 because he met the age and service requirements for full career retirement age under the Retirement Plan, entitling him to an unreduced benefit as of the expected plan termination distribution date.

                                                                                          (4)
                                                                                          The amounts in this column for 2013 include:

                                                                                          Name
                                                                                           Company
                                                                                          Paid Parking
                                                                                          Expenses($)
                                                                                           Dependent
                                                                                          College
                                                                                          Tuition
                                                                                          Scholarship
                                                                                          Plan($)
                                                                                           Life
                                                                                          Insurance
                                                                                          Premiums($)
                                                                                           Matching
                                                                                          Contributions
                                                                                          under the
                                                                                          401(k)
                                                                                          Plan($)
                                                                                           Payment of
                                                                                          Dividends or
                                                                                          Interest on
                                                                                          MFIP
                                                                                          Awards($)*
                                                                                           

                                                                                          John P. Amboian

                                                                                            2,670    967  8,750  131,796 

                                                                                          Glenn R. Richter

                                                                                            2,670  11,617  818  6,344  44,556 

                                                                                          Thomas S. Schreier, Jr. 

                                                                                            1,108  29,055  4,454  8,750  32,454 

                                                                                          William Adams IV

                                                                                              23,095  744  6,250  42,801 

                                                                                          John L. MacCarthy

                                                                                              99,020  700  8,750  29,997 

                                                                                          *
                                                                                          This amount represents the aggregate amount of cash dividends or interest paid to each named executive officer during 2013 in respect of unvested MFIP awards. Please see the compensation discussion and analysis for further information regarding MFIP awards.

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                                                                                          Grants of Plan-Based Awards During 2013

                                                                                                  The following table provides information about plan-based awards granted to our named executive officers during the fiscal year ended December 31, 2013.



                                                                                          Estimated Future Payouts Under
                                                                                          Non-Equity Incentive Plan Awards(1)
                                                                                          Name
                                                                                          Grant DateThreshold
                                                                                          ($)
                                                                                          Target
                                                                                          ($)
                                                                                          Maximum
                                                                                          ($)

                                                                                          John P. Amboian

                                                                                          3/13/20138,248,363

                                                                                          Glenn R. Richter

                                                                                          3/13/20132,960,900

                                                                                          Thomas S. Schreier, Jr. 

                                                                                          3/13/20132,355,777

                                                                                          William Adams IV

                                                                                          3/13/20132,482,378

                                                                                          John L. MacCarthy

                                                                                          3/13/20131,466,125

                                                                                          (1)
                                                                                          The amounts in this column represent the grant date value of MFIP awards granted to our named executive officers during 2013. These MFIP awards are scheduled to vest and be paid out ratably on January 31 of 2014, 2015 and 2016 so long as the executive remains employed by the Company through each vesting date. The compensation ultimately realized by our named executive officers upon vesting of these MFIP awards depends upon the investment performance of the Company-sponsored mutual funds underlying the awards. Please see the compensation discussion and analysis for further information regarding MFIP awards.

                                                                                          Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards During 2013

                                                                                          Employment Agreements

                                                                                                  In November 2002, the Company entered into an employment agreement with Mr. Amboian, which has since been amended in January 2008 and May 2013. The agreement automatically renews for successive one-year periods on January 1 of each year unless sixty days' prior written notice of non-renewal is provided solelyby either party. The agreement establishes a minimum base salary of $650,000, which minimum is increased in the event, and to the extent, that the Company pays Mr. Amboian a higher base salary in any given year. The agreement also establishes a formula for determining Mr. Amboian's annual cash incentive award. The formula provides for an annual award equal to the sum of: (i) the prior fiscal year's annual award, plus or minus (ii) an amount equal to (x) the prior fiscal year's annual award multiplied by (y) the positive or negative percentage change in the Company's Adjusted EBITDA from its prior fiscal year. For purposes of calculating the award, the Compensation Committee has discretion to make adjustments to Adjusted EBITDA as are necessary and appropriate to reflect material acquisitions or divestures by the Company and to reflect the impact of certain items not included in Adjusted EBITDA. Mr. Amboian is entitled to certain severance arrangements upon termination of his employment, which are described in more detail under the heading "—Potential Payments Upon Termination or Change in Control" below. Mr. Amboian's agreement prohibits him from soliciting or hiring any of the Company's employees for a matterperiod of convenience. These operationstwelve months following termination of his employment and procedures are solely withinrequires him to maintain the controlconfidentiality of their respective settlement systemthe Company's confidential information indefinitely.

                                                                                                  The Company has also entered into employment agreements with Messrs. Richter, Schreier, Adams, and MacCarthy, each of which has substantially similar terms. The agreements with Messrs. Adams and MacCarthy had an initial term ending December 31, 2012 but renewed automatically on January 1, 2013 and will continue to automatically renew for successive one-year periods on January 1 of each year unless sixty days' prior written notice of non-renewal is provided by either party. The agreements with Messrs. Richter and Schreier provide for an initial term ending on December 31, 2015, after which such agreements are subject to changesautomatic renewal for successive


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                                                                                          one-year periods on January 1 of each year unless sixty days' prior written notice of non-renewal is provided by them.either party. The Company takes no responsibilityagreements provide for these operationsminimum base salaries of $550,000, $550,000, $450,000 and procedures$450,000 for Messrs. Richter, Schreier, Adams and urges investorsMacCarthy, respectively. The agreements with Messrs. Richter, Schreier, Adams and MacCarthy include target annual cash incentive awards that were applicable to contactprior years. Awards for 2013 were determined by adjusting prior year bonus amounts up or down based on various factors, including the systemsCompany's performance, individual performance and the amounts of other compensation granted or received by the named executive officers during such year. Mr. Richter's agreement has also been amended to provide for minimum annual cash bonus and non-equity incentive awards of $1,665,000 for each of 2013 through 2015. Please see the compensation discussion and analysis for further information regarding such annual cash incentive awards. The agreements with Messrs. Richter, Schreier, Adams and MacCarthy establish certain severance arrangements upon termination of employment, which are described in more detail under the heading "—Potential Payments Upon Termination or Change in Control" below. Under their participants directly to discuss these matters. DTC has advisedemployment agreements, Messrs. Richter, Schreier, Adams and MacCarthy must maintain the confidentiality of the Company's confidential information indefinitely and are prohibited from soliciting or hiring the Company's employees, soliciting the Company's clients for competitive products and services and disparaging the Company or its products and services, in each case, for a period of up to eighteen months following termination of employment.

                                                                                          MFIP Awards

                                                                                                  Please see the compensation discussion and analysis for information regarding MFIP awards.

                                                                                          Outstanding Equity Awards at December 31, 2013

                                                                                                  The following table provides information about unvested equity awards held by our named executive officers at December 31, 2013.

                                                                                          Name
                                                                                           Type of Award Number of Units
                                                                                          That Have Not
                                                                                          Vested (#)
                                                                                           Market Value
                                                                                          of Units
                                                                                          That Have
                                                                                          Not Vested
                                                                                          ($)(1)
                                                                                           Equity Incentive
                                                                                          Plan Awards:
                                                                                          Number of
                                                                                          Unearned Units
                                                                                          That Have Not
                                                                                          Vested (#)
                                                                                           Equity Incentive
                                                                                          Plan Awards:
                                                                                          Market or
                                                                                          Payout Value of
                                                                                          Unearned Units
                                                                                          That Have Not
                                                                                          Vested ($)
                                                                                           

                                                                                          John P. Amboian

                                                                                           Time-Vested Deferred Units  224,091(2) 681,237     

                                                                                           Performance-Vested Deferred Units  100,590(3) 305,794  61,780(4) 187,811(5)

                                                                                           Deferred Incentive Units      2,304,100(6) (7)

                                                                                          Glenn R. Richter

                                                                                           

                                                                                          Time-Vested Deferred Units

                                                                                            
                                                                                          83,690

                                                                                          (2)
                                                                                           
                                                                                          254,418
                                                                                            
                                                                                            
                                                                                           

                                                                                           Performance-Vested Deferred Units  43,736(3) 132,957  26,861(4) 81,657(5)

                                                                                           Deferred Incentive Units      720,500(6) (7)

                                                                                          Thomas S. Schreier

                                                                                           

                                                                                          Time-Vested Deferred Units

                                                                                            
                                                                                          108,696

                                                                                          (2)
                                                                                           
                                                                                          330,436
                                                                                            
                                                                                            
                                                                                           

                                                                                           Performance-Vested Deferred Units  29,305(3) 89,087  17,999(4) 54,717(5)

                                                                                           FAF-Based Performance-Vested Deferred Units(8)      63,034(9) 191,623(5)

                                                                                           Deferred Incentive Units      173,100(6) (7)

                                                                                          William Adams IV

                                                                                           

                                                                                          Time-Vested Deferred Units

                                                                                            
                                                                                          85,000

                                                                                          (2)
                                                                                           
                                                                                          258,400
                                                                                            
                                                                                            
                                                                                           

                                                                                           Performance-Vested Deferred Units  39,688(3) 120,652  24,375(4) 74,100(5)

                                                                                           Deferred Incentive Units      401,000(6) (7)

                                                                                          John L. MacCarthy

                                                                                           

                                                                                          Time-Vested Deferred Units

                                                                                            
                                                                                          58,950

                                                                                          (2)
                                                                                           
                                                                                          179,208
                                                                                            
                                                                                            
                                                                                           

                                                                                           Performance-Vested Deferred Units  28,019(3) 85,178  17,209(4) 52,315(5)

                                                                                           Deferred Incentive Units      327,800(6) (7)

                                                                                          (1)
                                                                                          The amounts in this column were determined by multiplying the number of unvested deferred restricted units held by each named executive officer by the fair value of a Class A Unit at December 31, 2013. Following the MDP Transactions, our equity ceased to be publicly traded and, therefore, there is no ascertainable public market value for Class A Units. The fair value per Class A Unit used for purposes of this column is based upon a valuation analysis of the "fair market value" of total Company equity performed by a third party valuation firm.

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                                                                                          (2)
                                                                                          For each of our named executive officers other than Mr. Schreier, this amount represents unvested time-vested deferred units which are scheduled to vest on December 31, 2014. For Mr. Schreier, this amount represents 67,980 unvested time-vested deferred units which are scheduled to vest December 31, 2014 and 40,716 unvested time-vested deferred units which are scheduled to vest in three equal increments on April 1 of 2014, 2015 and 2016. Additional information regarding time-vested deferred units is included in the compensation discussion and analysis above.

                                                                                          (3)
                                                                                          This amount represents unvested performance-vested deferred units for which the performance-vesting conditions, but not the time-vesting conditions, have been satisfied. Unvested performance-vested deferred units for which the performance-vesting conditions have not been satisfied are included in the equity incentive plan award columns to the right. Forty percent (40%) of the time-vesting conditions applicable to the performance-vested deferred units are scheduled to be satisfied ratably on February 28 of 2014 and 2015 while the remaining sixty percent (60%) of the time-vesting conditions are scheduled to be satisfied ratably on April 15, July 15, October 15 and February 28 of 2014 and 2015. Additional information regarding performance-vested deferred units is included in the compensation discussion and analysis above.

                                                                                          (4)
                                                                                          This amount represents all unvested performance-vested deferred units for which the performance-vesting conditions have not been satisfied. Unvested performance-vested deferred units for which the performance-vesting conditions, but not the time-vesting conditions, have been satisfied are included in the unvested unit columns to the left. Satisfaction of forty percent (40%) of the performance-vesting conditions applicable to the performance-vested deferred units is scheduled to be determined as of December 31, 2014, while satisfaction of the remaining sixty percent (60%) of the performance-vesting conditions is scheduled to be determined as of March 31, June 30, September 30 and December 31 of 2014. Additional information regarding performance-vested deferred units is included in the compensation discussion and analysis above.

                                                                                          (5)
                                                                                          This amount was determined by multiplying the total number of unvested performance-vested deferred units for which the performance-vesting conditions have not been satisfied by the fair value of a Class A Unit at December 31, 2013. This amount therefore assumes full satisfaction of both the time- (if any) and performance-vesting conditions applicable to the performance-vested deferred units held by the named executive officer. See footnote 1 to this table for additional information regarding the fair value of a Class A Unit.

                                                                                          (6)
                                                                                          This amount represents the number of unsettled deferred incentive units held by the named executive officer. The number of deferred incentive units held is not comparable to the number of other deferred units held. Each other deferred unit represents the right to receive (after vesting and settlement) a Class A Unit. Each deferred incentive unit represents the right to receive a number of Class A Units with a liquidation value equal tothe excess, if any, of the liquidation value of a Class A Unit over the participation threshold, as determined at the time the deferral breaks and the units are settled. As of December 31, 2013, the participation threshold was significantly above the fair value of a Class A Unit at that DTCtime, determined as discussed in footnote 1 to this table. The deferred incentive units held by each of our named executive officers other than Mr. Schreier were fully vested as of December 31, 2013. Fifty percent (50%) of the time-vesting conditions applicable to the deferred incentive units held by Mr. Schreier have been satisfied while the remaining fifty percent (50%) are scheduled to be satisfied on December 31, 2014. Thirty-three percent (33%), thirty-three percent (33%) and thirty-four percent (34%) of the deferred incentive units are scheduled to settle on December 31 of 2014, 2015 and 2016, respectively. Additional information regarding deferred incentive units is included in the compensation discussion and analysis above.

                                                                                          (7)
                                                                                          The threshold performance goal of an unsettled deferred incentive unit is a limited-purpose trust company created$0.01 appreciation in the liquidation value of a Class A Unit above the participation threshold applicable to hold securitiesthe deferred incentive units. The liquidation value of a Class A Unit at December 31, 2013 was below the participation threshold. See footnote 1 to this table for its participating organizationsadditional information regarding the fair value of a Class A Unit.

                                                                                          (8)
                                                                                          The units reported in this row represent the performance-vested units held by Mr. Schreier that are subject to a performance-vesting condition that is satisfied on the basis of reaching certain thresholds tied to the performance of the businesses with which FAF Advisors was combined (collectively, "FAF") following completion of the "Participants")FAF Transaction on December 31, 2010, which resulted in Mr. Schreier joining the Company. Additional information regarding FAF-based performance-vested deferred units is included in the compensation discussion and analysis above.

                                                                                          (9)
                                                                                          This amount represents unvested FAF-based performance-vested deferred units. Satisfaction of the performance-vesting conditions applicable to facilitate the clearanceFAF-based performance-vested deferred units is scheduled to be determined as of December 31 of 2014, 2015 and 2017. Additional information regarding FAF-based performance-vested deferred units is included in the compensation discussion and analysis above.

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                                                                                          Equity Awards Vested During 2013

                                                                                                  The following table provides information about equity awards held by our named executive officers that vested during the fiscal year ended December 31, 2013.

                                                                                           
                                                                                           Equity Awards 
                                                                                          Name
                                                                                           Number of
                                                                                          Units Acquired
                                                                                          on Vesting (#)
                                                                                           Value
                                                                                          Realized on
                                                                                          Vesting
                                                                                          ($)(1)
                                                                                           

                                                                                          John P. Amboian

                                                                                            290,306(2) 873,261 

                                                                                          Glenn R. Richter

                                                                                            121,480(3) 365,268 

                                                                                          Thomas S. Schreier, Jr. 

                                                                                            134,321(4) 414,103 

                                                                                          William Adams IV

                                                                                            111,125(5) 334,163 

                                                                                          John L. MacCarthy

                                                                                            77,394(6) 232,696 

                                                                                          (1)
                                                                                          The amounts in this column were determined by multiplying the number of deferred restricted units that vested during 2013 by the fair value of a Class A Unit as of the applicable vesting date. Following the MDP Transactions, our equity ceased to be publicly traded and, therefore, there is no ascertainable public market value for Class A Units. The fair value per Class A Unit used for purposes of this column is based upon a valuation analysis of the "fair market value" of total Company equity performed by a third party valuation firm.

                                                                                          (2)
                                                                                          This amount represents 224,091 Class A Units that Mr. Amboian received upon vesting and settlement of transactionstime-vested deferred units during 2013 and 66,215 performance-vested deferred units that vested but did not settle during 2013. The vested but unsettled performance-vested deferred units are scheduled to settle when the deferral breaks on February 28, 2015, at which time Mr. Amboian will receive 66,215 Class A Units, which number may increase as a result of further vesting. Additional information regarding deferred restricted units is included in those securities between Participants through electronic book-entry changesthe compensation discussion and analysis above.

                                                                                          (3)
                                                                                          This amount represents 92,690 Class A Units that Mr. Richter received upon vesting and settlement of time-vested deferred units during 2013 and 28,790 performance-vested deferred units that vested but did not settle during 2013. The vested but unsettled performance-vested deferred units are scheduled to settle when the deferral breaks on February 28, 2015, at which time Mr. Richter will receive 28,790 Class A Units, which number may increase as a result of further vesting. Additional information regarding deferred restricted units is included in accountsthe compensation discussion and analysis above.

                                                                                          (4)
                                                                                          This amount represents 67,980 Class A Units that Mr. Schreier received upon vesting and settlement of its Participants.time-vested deferred units during 2013, 27,144 time-vested deferred units that vested, but did not settle, during 2013, 19,291 performance-vested deferred units that vested, but did not settle, during 2013 and 19,906 FAF-based performance-vested deferred units that vested, but did not settle, during 2013. The Participants include securities brokersvested but unsettled time-vested deferred units are scheduled to settle when the deferral breaks on April 1, 2014, at which time Mr. Schreier will receive 27,144 Class A Units. The vested but unsettled performance-vested deferred units are scheduled to settle when the deferral breaks on February 28, 2015, at which time Mr. Schreier will receive 19,291 Class A Units, which number may increase as a result of further vesting. The vested but unsettled FAF-based performance-vested deferred units are scheduled to settle when the deferral breaks on February 28, 2018, at which time Mr. Schreier will receive 19,906 Class A Units, which number may increase as a result of further vesting. Additional information regarding deferred restricted units is included in the compensation discussion and dealers (includinganalysis above.

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                                                                                          (5)
                                                                                          This amount represents 85,000 Class A Units that Mr. Adams received upon vesting and settlement of time-vested deferred units during 2013 and 26,125 performance-vested deferred units that vested but did not settle during 2013. The vested but unsettled performance-vested deferred units are scheduled to settle when the initial purchasers), banks, trust companies, clearing corporationsdeferral breaks on February 28, 2015, at which time Mr. Adams will receive 26,125 Class A Units, which number may increase as a result of further vesting. Additional information regarding deferred restricted units is included in the compensation discussion and certain other organizations. Accessanalysis above.

                                                                                          (6)
                                                                                          This amount represents 58,950 Class A Units that Mr. MacCarthy received upon vesting and settlement of time-vested deferred units during 2013 and 18,444 performance-vested deferred units that vested but did not settle during 2013. The vested but unsettled performance-vested deferred units are scheduled to DTC's system alsosettle when the deferral breaks on February 28, 2015, at which time Mr. MacCarthy will receive 18,444 Class A Units, which number may increase as a result of further vesting. Additional information regarding deferred restricted units is availableincluded in the compensation discussion and analysis above.

                                                                                          Pension Benefits

                                                                                                  The following table provides information about the participation of our named executive officers in our Retirement Plan for the fiscal year ended December 31, 2013. Participation in our Retirement Plan has been frozen and is restricted to other entitiesemployees who qualified as participants prior to March 24, 2003. Messrs. Richter, Schreier, and MacCarthy each joined the Company after participation in the Retirement Plan was frozen and therefore do not participate in the Retirement Plan. Additionally, we amended our Retirement Plan in 2004 such as banks, brokers, dealersthat existing participants will not accrue any new benefits under our Retirement Plan after March 31, 2014. Additional information regarding the valuation method and trust companiesmaterial assumptions applied in quantifying the present value at December 31, 2013 of the accumulated benefits payable to each of the named executive officers who participates in the Retirement Plan is included in Note 9 to Company's 2013 financial statements included elsewhere herein. All amounts shown in the table are fully vested.

                                                                                          Name
                                                                                           Plan Name(s) Number of
                                                                                          Years
                                                                                          Credited
                                                                                          Service (#)
                                                                                           Present
                                                                                          Value of
                                                                                          Accumulated
                                                                                          Benefit ($)
                                                                                           Payments
                                                                                          During Last
                                                                                          Fiscal Year
                                                                                          ($)
                                                                                           

                                                                                          John P. Amboian

                                                                                           Retirement Plan  17.75  447,445   

                                                                                          William Adams IV

                                                                                           Retirement Plan  31.75  1,465,359   

                                                                                                  Each participant's benefits under the Retirement Plan are determined under a formula that clear throughtakes into account years of credited service and the participant's highest average monthly compensation over the 60 calendar months or maintainfive consecutive calendar years within the ten consecutive calendar years immediately preceding the earliest of retirement, a custodial relationship withbreak in service, or April 1, 2014, less a Participant, either directly or indirectly (collectively,portion of primary Social Security benefits. Compensation on which plan benefits are based excludes bonuses, commissions, and overtime. The maximum annual compensation taken into consideration in the "Indirect Participants"). Persons who arebenefit calculation under the Retirement Plan for the fiscal year ended December 31, 2013 was not Participants may beneficially own securities held byto exceed $255,000. The plan generally provides for payments to or on behalf of DTC onlyeach 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, 2013, Mr. Adams was eligible for early retirement benefits under the Retirement Plan, while Mr. Amboian was not.


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                                                                                                  On November 6, 2013, the Company's board of directors approved a resolution to freeze benefit accruals under and terminate the Retirement Plan effective December 31, 2013, provided that each participant in the Retirement Plan who is an active current employee on the termination date will receive an accrued benefit comparable to what he or she would have received if he or she had continued to accrue benefits through March 31, 2014. Final termination of the Participants orRetirement Plan is subject to the Indirect Participants.approval of the Pension Benefit Guaranty Corporation and IRS approval, which is not anticipated to be granted until mid- to late-2014.

                                                                                          Non-Qualified Deferred Compensation

                                                                                                  The ownership interests in, and transfers of ownership interests in, each securityfollowing table provides information about deferred bonus units held by or on behalfMessrs. Adams and MacCarthy that settled during the fiscal year ended December 31, 2013, and which are described in more detail below.

                                                                                          Name
                                                                                          Type of AwardExecutive
                                                                                          Contributions
                                                                                          in Last FY
                                                                                          ($)
                                                                                          Registrant
                                                                                          Contributions
                                                                                          in Last FY
                                                                                          ($)
                                                                                          Aggregate
                                                                                          Earnings
                                                                                          in Last FY
                                                                                          ($)
                                                                                          Aggregate
                                                                                          Withdrawals/
                                                                                          Distributions
                                                                                          ($)(1)
                                                                                          Aggregate
                                                                                          Balance at
                                                                                          Last FYE
                                                                                          ($)

                                                                                          William Adams IV

                                                                                          Deferred Bonus Units90,100

                                                                                          John L. MacCarthy

                                                                                          Deferred Bonus Units106,000

                                                                                          (1)
                                                                                          The amounts in this column represent the value of DTC are recordedClass A Units received upon settlement of deferred bonus units during 2013. This amount was determined by multiplying the number of such Class A Units by the fair value of a Class A Unit on the recordssettlement date. Following the MDP Transactions, our equity ceased to be publicly traded and, therefore, there is no ascertainable public market value for Class A Units. The fair value per Class A Unit for purposes of this column is based upon a valuation analysis of the Participants"fair market value" of total Company equity performed by a third party valuation firm.

                                                                                                  In December 2007, Messrs. Adams and Indirect Participants. DTC has also advisedMacCarthy elected to defer $425,000 and $500,000, respectively, of their 2007 bonuses (payable in 2008) in exchange for 42,500 and 50,000, respectively, fully vested deferred units. Such deferred bonus units represented a deferred right to receive Class A Units of Holdings and all distributions paid with respect to such Class A Units. All other material terms of the deferred bonus units were substantially similar to the deferred restricted units described in more detail above under the heading "—Compensation Discussion and Analysis—Elements of Executive Compensation—Equity Awards." The deferral on the deferred bonus units broke on February 15, 2013, at which time Messrs. Adams and MacCarthy received distributions of 42,500 and 50,000 Class A Units, respectively.

                                                                                          Potential Payments Upon Termination or Change in Control

                                                                                                  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, 2013. The following tables include amounts representing the value of deferred units that vest upon a termination of employment or change in control. These amounts were determined by multiplying the number of such deferred units by the fair value of a Class A Unit at December 31, 2013. Following the MDP Transactions, our equity ceased to be publicly traded and, therefore, there is no ascertainable public market value for Class A Units. The fair value per Class A Unit used for purposes of these tables is based upon a valuation analysis of the "fair market value" of total Company equity performed by a third party valuation firm. The following tables do not include any amount to be provided to a named executive officer under any arrangement which does not discriminate in scope, terms or operation in favor of our executive officers and which is available generally to all of our salaried employees.


                                                                                          Table of Contents

                                                                                          John P. Amboian

                                                                                          Executive Benefits and
                                                                                          Payments Upon Termination
                                                                                           Termination
                                                                                          by Company
                                                                                          for Cause or
                                                                                          by Executive
                                                                                          without Good
                                                                                          Reason ($)(1)
                                                                                           Termination
                                                                                          by Company
                                                                                          without Cause
                                                                                          or by Executive
                                                                                          for Good
                                                                                          Reason ($)(2)
                                                                                           Death or
                                                                                          Disability
                                                                                          ($)(3)
                                                                                           Change in
                                                                                          Control ($)(4)
                                                                                           Qualified
                                                                                          Termination
                                                                                          Following
                                                                                          Change in
                                                                                          Control ($)(5)
                                                                                           

                                                                                          Bonus Through Termination Date

                                                                                                     

                                                                                          Severance Payment

                                                                                             $7,000,000       

                                                                                          Accelerated Vesting of Equity Awards

                                                                                               $1,174,359 $1,174,359 $1,174,359 

                                                                                          Accelerated Vesting of MFIP Awards

                                                                                              5,317,883  5,317,883     

                                                                                          Welfare Benefit Continuation

                                                                                              21,750       

                                                                                          Incremental Pension Benefits

                                                                                                     

                                                                                          Total:

                                                                                             $12,339,633 $6,492,242 $1,174,359 $1,174,359 

                                                                                          Glenn R. Richter

                                                                                          Executive Benefits and
                                                                                          Payments Upon Termination
                                                                                           Termination
                                                                                          by Company
                                                                                          for Cause or
                                                                                          by Executive
                                                                                          without Good
                                                                                          Reason ($)(1)
                                                                                           Termination
                                                                                          by Company
                                                                                          without Cause
                                                                                          or by Executive
                                                                                          for Good
                                                                                          Reason ($)(2)
                                                                                           Death or
                                                                                          Disability
                                                                                          ($)(3)
                                                                                           Change in
                                                                                          Control ($)(4)
                                                                                           Qualified
                                                                                          Termination
                                                                                          Following
                                                                                          Change in
                                                                                          Control ($)(5)
                                                                                           

                                                                                          Bonus Through Termination Date

                                                                                                     

                                                                                          Severance Payment

                                                                                             $3,000,000       

                                                                                          Accelerated Vesting of Equity Awards

                                                                                               $281,778 $496,183 $496,183 

                                                                                          Accelerated Vesting of MFIP Awards

                                                                                              1,945,922  1,945,922     

                                                                                          Welfare Benefit Continuation

                                                                                              21,750  21,750     

                                                                                          Total:

                                                                                             $4,967,672 $2,249,450 $496,183 $496,183 

                                                                                          Thomas S. Schreier, Jr.

                                                                                          Executive Benefits and
                                                                                          Payments Upon Termination
                                                                                           Termination
                                                                                          by Company
                                                                                          for Cause or
                                                                                          by Executive
                                                                                          without Good
                                                                                          Reason ($)(1)
                                                                                           Termination
                                                                                          by Company
                                                                                          without Cause
                                                                                          or by Executive
                                                                                          for Good
                                                                                          Reason
                                                                                          ($)(2)(6)
                                                                                           Death or
                                                                                          Disability
                                                                                          ($)(3)
                                                                                           Change in
                                                                                          Control ($)(4)
                                                                                           Qualified
                                                                                          Termination
                                                                                          Following
                                                                                          Change in
                                                                                          Control ($)(5)
                                                                                           

                                                                                          Bonus Through Termination Date

                                                                                                     

                                                                                          Severance Payment

                                                                                             $2,500,000       

                                                                                          Accelerated Vesting of Equity Awards

                                                                                               $330,436 $665,724 $665,724 

                                                                                          Accelerated Vesting of MFIP Awards

                                                                                              1,553,267  1,553,267     

                                                                                          Accelerated Vesting of Retention Awards

                                                                                              100,000  100,000     

                                                                                          Welfare Benefit Continuation

                                                                                              32,624  32,624     

                                                                                          Total:

                                                                                             $4,185,891 $2,016,327 $665,724 $665,724 

                                                                                          Table of Contents

                                                                                          William Adams IV

                                                                                          Executive Benefits and
                                                                                          Payments Upon Termination
                                                                                           Termination
                                                                                          by Company
                                                                                          for Cause or
                                                                                          by Executive
                                                                                          without Good
                                                                                          Reason ($)(1)
                                                                                           Termination
                                                                                          by Company
                                                                                          without Cause
                                                                                          or by Executive
                                                                                          for Good
                                                                                          Reason ($)(2)
                                                                                           Death or
                                                                                          Disability
                                                                                          ($)(3)
                                                                                           Change in
                                                                                          Control ($)(4)
                                                                                           Qualified
                                                                                          Termination
                                                                                          Following
                                                                                          Change in
                                                                                          Control ($)(5)
                                                                                           

                                                                                          Bonus Through Termination Date

                                                                                                     

                                                                                          Severance Payment

                                                                                             $1,000,000       

                                                                                          Accelerated Vesting of Equity Awards

                                                                                               $258,400 $452,960 $452,960 

                                                                                          Accelerated Vesting of MFIP Awards

                                                                                              1,614,382  1,614,382     

                                                                                          Welfare Benefit Continuation

                                                                                              21,750  21,750     

                                                                                          Total:

                                                                                             $2,636,132 $1,894,532 $452,960 $452,960 

                                                                                          John L. MacCarthy

                                                                                          Executive Benefits and
                                                                                          Payments Upon Termination
                                                                                           Termination
                                                                                          by Company
                                                                                          for Cause or
                                                                                          by Executive
                                                                                          without Good
                                                                                          Reason ($)(1)
                                                                                           Termination
                                                                                          by Company
                                                                                          without Cause
                                                                                          or by Executive
                                                                                          for Good
                                                                                          Reason ($)(2)
                                                                                           Death or
                                                                                          Disability
                                                                                          ($)(3)
                                                                                           Change in
                                                                                          Control ($)(4)
                                                                                           Qualified
                                                                                          Termination
                                                                                          Following
                                                                                          Change in
                                                                                          Control ($)(5)
                                                                                           

                                                                                          Bonus Through Termination Date

                                                                                                     

                                                                                          Severance Payment

                                                                                             $1,000,000       

                                                                                          Accelerated Vesting of Equity Awards

                                                                                               $179,208 $316,567 $316,567 

                                                                                          Accelerated Vesting of MFIP Awards

                                                                                              967,985  967,985     

                                                                                          Welfare Benefit Continuation

                                                                                              21,750  21,750     

                                                                                          Total:

                                                                                             $1,989,735 $1,168,943 $316,567 $316,567 

                                                                                          (1)
                                                                                          Details regarding payments and benefits provided in connection with a termination by 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)for cause or by the Participantsexecutive without good reason are described in more detail below.

                                                                                          (2)
                                                                                          The amounts in these columns include payments and benefits provided in connection with employment agreements and MFIP awards, which are described in more detail below. No amount is included for bonus through termination date because such amounts would be earned as of December 31, 2013.

                                                                                          (3)
                                                                                          The amounts in these columns include payments and benefits provided in connection with employment agreements, MFIP awards, time-vested deferred units, performance-vested deferred units and deferred incentive units, which are described in more detail below. No amount is included for bonus through termination date because such amounts would be earned as of December 31, 2013.

                                                                                          (4)
                                                                                          The amounts in these columns include payments and benefits provided in connection with time-vested deferred units, performance-vested deferred units and deferred incentive units, which are described in more detail below.

                                                                                          (5)
                                                                                          The amounts in these columns include payments and benefits provided in connection with time-vested deferred units, performance-vested deferred units and deferred incentive units, which are described in more detail below.

                                                                                          (6)
                                                                                          The amounts in this column include payments and benefits provided in connection with Mr. Schreier's retention award, which are described in more detail below.

                                                                                          Table of Contents

                                                                                          Employment Agreements

                                                                                                  In the event that any of our named executive officer's employment is terminated by the Company without "cause" (including by non-renewal of such executive's employment agreement by the Company) or by the executive for "good reason," as such terms are defined in the executive's agreement, such executive will receive a lump sum cash payment within thirty days after the termination date equal to the sum of (i) the executive's annual base salary through the termination date and the Indirect Participants (withannual cash incentive award for the prior fiscal year to the extent not paid, (ii) the product of (x) the executive's annual cash incentive award for the prior fiscal year (or, in the case of Mr. Amboian, the average annual cash incentive award for the three prior fiscal years) 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 termination date and the denominator of which is 365, and (iii) a severance payment, as set forth in each executive's agreement. The agreements with Messrs. Amboian, Schreier, Adams and MacCarthy provide for severance payments of $7,000,000, $2,500,000, $1,000,000 and $1,000,000, respectively. The agreement with Mr. Richter provides for a severance payment equal to the greater of (i) $3,000,000 and (ii) the product of (x) 1.25 and (y) the sum of his (a) current annual base salary, (b) annual cash incentive award for the prior fiscal year, (c) MFIP award for the prior fiscal year and (d) retention award for the prior fiscal year (not including the retention award that was outstanding as of December 31, 2013). Each executive will also be entitled to continuation of welfare benefits for a period of one year following the termination date (or, with respect to Mr. Schreier, eighteen months) and any accrued benefits that the executive is eligible to receive under the Company's benefit plans. The agreement with Mr. Amboian also provides that he will be entitled to one year of additional age and service credit under the Company's retiree benefits plan and defined benefit pension plan. Receipt of a severance payment and welfare benefit continuation by Messrs. Richter, Schreier, Adams and MacCarthy is conditioned upon their execution of a general release of claims in favor of the Company.

                                                                                                  In the event that any of our named executive officer's employment is terminated by the Company for cause or by the executive without good reason, such executive will receive his annual base salary through the termination date and his annual cash incentive award for the prior fiscal year to the extent not paid. Such executive will not receive the pro-rated annual cash incentive award, severance payment or welfare benefit continuation described above. Such executive will be entitled to any accrued benefits that he is eligible to receive under the Company's benefit plans.

                                                                                                  In the event that any of our named executive officer's employment is terminated by reason of death or "disability," as such term is defined in the executive's employment agreement, such executive will receive a lump sum cash payment within thirty days after the termination date equal to the sum of (i) the executive's annual base salary through the termination date and the annual cash incentive award for the prior fiscal year to the extent not paid and (ii) the product of (x) the executive's annual cash incentive award for the prior fiscal year (or, in the case of Mr. Amboian, the average annual cash incentive award for the three prior fiscal years) 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 termination date and the denominator of which is 365. Each executive (other than Mr. Amboian) will also be entitled to continuation of welfare benefits for a period of one year following the termination date (or, with respect to Mr. Schreier, eighteen months) and each executive (including Mr. Amboian) will be entitled to any accrued benefit that the executive is eligible to receive under the Company's benefit plans. None of our named executive officers will receive the severance payment described above in the event of termination by reason of death or disability.

                                                                                                  Further information regarding our employment agreements with our named executive officers can be found above under the heading "—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards During 2013—Employment Agreements."


                                                                                          Table of Contents

                                                                                          MFIP Awards

                                                                                                  Upon a termination of an executive's employment by the Company without "cause" (as defined in the plan documents) or by reason of death or "disability" (as defined in the plan documents), one hundred percent of the unvested portion of his or her unvested MFIP award shall immediately vest. In the event of a termination of the participant's employment for any other ownersreason, the entire unvested portion of beneficialhis or her MFIP award will be forfeited. Further information regarding MFIP awards can be found above under the heading "—Compensation Discussion and Analysis—Elements of Compensation—MFIP Awards."

                                                                                          Equity Awards

                                                                                          Time-Vested Deferred Units

                                                                                                  Upon a termination of an executive's employment by reason of death or "disability" (as defined in the grant agreements), all of the executive's time-vested deferred units will immediately vest.

                                                                                                  If a Sale of the Firm (as defined below) occurs, then 80% of the aggregate time-vested deferred units held by an executive will immediately vest. All of the executive's remaining unvested time-vested deferred units will vest upon the first anniversary of the Sale of the Firm so long as the executive remains employed until such date or the executive's employment is terminated by the Company without "cause" (as defined in the grant agreements), by the executive for "good reason" (as defined in the executive's employment agreement), or by reason of the executive's death or "disability" (as defined in the grant agreements). A "Sale of the Firm" generally means (i) a transaction in which a third party acquires a majority of the Company's outstanding equity interests or all or substantially all of the Company's assets or (ii) both (x) a person or group (other than MDP and its affiliates) becomes the majority owner of the Company or its successor or otherwise gains the right to appoint a majority of the Company's or its successor's board of directors or similar governing body, and (y) in connection therewith, MDP and/or its affiliates sell, exchange, dispose of, monetize or otherwise extract economic value from the Company or its successor representing more than 25% of MDP's ownership interest in the Global Notes).

                                                                                                InvestorsCompany or its successor (any such transaction by MDP and/or its affiliates is referred to herein as an "MDP Liquidity Event") on a non-pro rata basis. Notwithstanding the foregoing, a Sale of the Firm will not occur if a person or group consummates a transaction (a "Contribution Transaction") in which (i) the acquiror's asset management business with assets under management of at least $100 billion is combined with the Company's asset management business, and that transaction would otherwise constitute a Sale of the Firm, and (ii) an MDP Liquidity Event does not occur in connection with such transaction. However, if an executive's employment is terminated by the Company without "cause" (as defined in the Global Notes who are Participants in DTC's system may hold their interests therein directly through DTC. Investorsgrant agreements) or by an executive for "good reason" (as defined in the Global Notes whoexecutive's employment agreement) during the 12 months following a Contribution Transaction, then all of the executive's time-vested deferred units will immediately vest. The value of the time-vested deferred units included in the tables above under the heading "Change in Control" include the value of the units that would vest immediately upon a Sale of the Firm and the value of those units that would vest upon the first anniversary thereof. The value of time-vested deferred units that would vest immediately upon a termination following a Contribution Transaction are not Participants may hold theirincluded in the tables above under the heading "Qualified Termination Following Change in Control." These amounts were determined by multiplying the number of such deferred units by the fair value of a Class A Unit as of December 31, 2013. Following the MDP Transactions, our equity ceased to be publicly traded and, therefore, there is no ascertainable public market value for Class A Units. The fair value per Class A Unit for purposes of this column is based upon a valuation analysis of the "fair market value" of total Company equity performed by a third party valuation firm. Certain of Mr. Schreier's time-vested deferred units will immediately vest in the event that a third party acquires a majority of the equity interests, therein indirectly through organizations (including Euroclear and Clearstream) that are Participants in such system.or all or substantially all of the assets, of the businesses with which FAF Advisors was combined.


                                                                                        Table of Contents

                                                                                                All of an executive's vested time-vested deferred units will be settled thirty days after the executive's death or separation from service (or, if the executive is a specified employee as defined in Section 409A of the Code, six months after the separation from service). Upon a Sale of the Firm that also constitutes a change in control event within the meaning of Section 409A of the Code, all vested time-vested deferred units will be settled thirty days after the triggering event, with the remaining unvested time-vested deferred units settled on the first anniversary of the triggering event subject to satisfaction of the vesting conditions described above.

                                                                                                Further information regarding time-vested deferred units can be found above under the heading "—Compensation Discussion and Analysis—Elements of Compensation—Equity Awards."

                                                                                        Performance-Vested Deferred Units

                                                                                                Pursuant to his employment agreement, all unvested performance-vested deferred units held by Mr. Amboian vest immediately upon a termination of his employment by reason of death or disability. Vesting of performance-vested deferred units held by our other named executive officers is not accelerated in connection with death or disability.

                                                                                                Vesting of performance-vested deferred units is accelerated in the same manner as time-vested deferred units upon a Sale of the Firm or upon a termination following a Contribution Transaction (as described above) and are likewise reported the same in the tables above.

                                                                                                If a '40 Act Change of Control (as defined below) occurs in connection with any transaction other than a Sale of the Firm or an underwritten and registered public offering of the Company's equity interests, in a Global Note, including thosethen 50% of the unvested performance-vested deferred units held through Euroclear or Clearstream, mayby an executive will immediately vest, determined pro rata based on each performance-vesting condition. The executive's remaining unvested performance-vested deferred units will continue to be subject to performance-vesting conditions. A "'40 Act Change of Control" means any transaction involving a change in ownership that results in an actual or deemed assignment of investment advisory contracts under the procedures and requirementsInvestment Company Act or the Investment Advisers Act. The value of DTC. Those interests held through Euroclear or Clearstream also may be subject to the procedures and requirementsperformance-vested deferred units that would vest immediately upon a "'40 Act Change of Control" are included in the tables above under the heading "Change in Control." These amounts were determined by multiplying the number of such systems.deferred units by the fair value of a Class A Unit as of December 31, 2013. Following the MDP Transactions, our equity ceased to be publicly traded and, therefore, there is no ascertainable public market value for Class A Units. The lawsfair value per Class A Unit for purposes of some states requirethis column is based upon a valuation analysis of the "fair market value" of total Company equity performed by a third party valuation firm. All of Mr. Schreier's FAF-based performance-vested deferred units will immediately vest in the event that certain persons take physical deliverya third party acquires a majority of the equity interests, or all or substantially all of the assets, of the businesses with which FAF Advisors was combined.

                                                                                                Vested performance-vested deferred units are settled upon an executive's death or separation of service, or upon a Sale of the Firm, in definitive formthe same manner as vested time-vested deferred units are settled in connection with such triggering events.

                                                                                                Further information regarding performance-vested deferred units can be found above under the heading "—Compensation Discussion and Analysis—Elements of securitiesCompensation—Equity Awards."

                                                                                        Deferred Incentive Units

                                                                                                Although the time-vesting condition applicable to deferred incentive units held by our named executive officers will be immediately satisfied in the event that they own. Consequently, the ability to transfer beneficial interestsexecutive's employment is terminated by reason of death or disability (as defined in a Global Notethe grant agreements), the tables above do not reflect any amounts attributable 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,units because the abilityliquidation value 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 caseClass A Unit at


                                                                                        Table of Contents


                                                                                        mayDecember 31, 2013 was below the participation threshold. Further information regarding deferred incentive units can be will, iffound above under the transaction meets its settlement requirements, deliver instructionsheading "—Compensation Discussion and Analysis—Elements of Compensation—Equity Awards."

                                                                                        Retention Awards

                                                                                                Pursuant to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests inhis employment agreement, 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 suchunvested portion of the aggregate principalretention award granted to Mr. Schreier in 2011 will vest and become payable within thirty days of a termination of his employment by reason of death or disability, by the Company without cause or by Mr. Schreier for good reason. Vesting of retention awards held by the other named executive officers is not accelerated under any circumstances. Further information regarding retention awards can be found above under the heading "—Compensation Discussion and Analysis—Elements of Compensation—Retention Awards."

                                                                                        Director Compensation

                                                                                                Directors who are Company employees do not receive compensation for their services as directors. Two of our non-employee directors—Eugene S. Sunshine and Peter S. Voss—receive the following compensation for their services as directors:

                                                                                          an annual retainer of $125,000, payable quarterly;

                                                                                          a fee of $2,000 for each Board and Board committee meeting and each Board action taken by written consent, payable quarterly;

                                                                                          if the director serves as chair of our Audit and Compliance Committee, an additional annual fee of $15,000, payable quarterly; and

                                                                                          if the director serves as chair of any other Board committee, an additional annual fee of $10,000, payable quarterly.

                                                                                                All or any portion of the compensation described above may, at the election of the director, be paid in deferred Class A Units of Holdings instead of cash. The deferred units received by the directors are substantially similar to those granted to our executive officers (see compensation discussion and analysis above) except that such deferred units are 100% vested upon issuance and the deferral breaks upon the earliest to occur of a change of control, the date that is 30 days following the director's removal or resignation from the Board and May 13, 2015. None of our other non-employee directors receive compensation for serving as directors. All of our directors are reimbursed for out-of-pocket expenses incurred in connection with attending all board and other committee meetings.

                                                                                                The following table provides compensation information for our non-employee directors for the fiscal year ended December 31, 2013.

                                                                                        Name
                                                                                        Fees Earned or
                                                                                        Paid in Cash ($)(1)

                                                                                        Eugene S. Sunshine

                                                                                        164,000

                                                                                        Peter S. Voss

                                                                                        143,000

                                                                                        (1)
                                                                                        The amounts in this column include the annual retainer, meeting fees and committee chair fees. In the event that a director chose to receive compensation in the form of deferred Class A Units instead of cash, the number of deferred Class A Units received was determined by dividing the amount of such cash compensation owed to such director by the New Notes as to which such Participant or Participants has or have given such direction. However, if there is an Eventgrant date fair value of Default under the New Notes, DTC reserves the right to exchange the Global Notes for New Notesa Class A Unit. The amounts 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 intereststhis column do not reflect any subsequent change 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. Neitherfair value of a Class A Unit. Following 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) hasMDP Transactions, our equity ceased to be a clearing agency registered under the Exchange Act;

                                                                                                  (2)   the Company, atpublicly traded and, therefore, there is option, notifies the Trustee in writing that it elects to cause the issuanceno ascertainable public market value for Class A Units. The fair value per Class A Unit used for purposes of the Certificated Notes; or

                                                                                                  (3)   there has occurred and is continuingcalculation described above was based upon 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 behalfvaluation analysis of the depositary (in accordance with its customary procedures). Neither the"fair market value" of total Company nor the Trustee will be liable for any delayequity performed 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

                                                                                        third party valuation firm.

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                                                                                        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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                                                                                        THE EXCHANGE OFFER; REGISTRATION RIGHTSOFFERS

                                                                                                WePurpose and Effect of the Exchange Offers

                                                                                                On September 19, 2012 (the "issue date"), the Issuer issued in a private offering $500,000,000 aggregate principal amount of 9.125% Senior Notes due 2017 and $645,000,000 aggregate principal amount of 9.5% Senior Notes due 2020 (the "outstanding notes"). At that time, the Issuer and the guarantors of the outstanding notes entered into a registration rights agreementagreements with the initial purchasers underof the outstanding notes, pursuant to which wethe Issuer and our subsidiarysuch guarantors have agreed, for the benefit of the holders of the Old Notes,outstanding notes, that they will, at our cost:

                                                                                          totheir own expense, (i) file a registration statement with the Commission thisSEC with respect to an offer to exchange offer registration statementthe outstanding notes for new notes (the "exchange notes"), guaranteed by May 13, 2009 pursuant to which we are offering, in exchange for the Old Notes, New Notesguarantors, having identical terms in all material respects to the outstanding notes and evidencingwhich will evidence the same continuing indebtedness as,(except that the Old Notes (but whichexchange notes will not contain terms with respect to transfer restrictions or provide forinterest rate increases as described below) within 18 months after the additional interest described below);

                                                                                          toissue date, (ii) use our commercially reasonable efforts to cause thisthe exchange offer registration statement to be declared effective by the SEC under the Securities Act within 21 months after the issue date (or two years if reviewed by November 13, 2009;the SEC) and

                                                                                          to (iii) 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 consummatepromptly following the effectiveness of the exchange offer registration statement.

                                                                                                    The Issuer and the guarantors have also agreed that, upon the occurrence of any of the events described below, they will, at their own expense, (i) file a shelf registration statement with the SEC with respect to the resale of the outstanding notes within 30 days after such event, (ii) use commercially reasonable efforts to cause the shelf registration statement to be declared effective by the 30th business daySEC under the Securities Act within 90 days after this exchange offersuch event (or 180 days if reviewed by the SEC) and (iii) use commercially reasonable efforts to keep the shelf registration statement is declared effective;effective for up to two years following the issue date. The board of directors of the Issuer may suspend the offering and sale under the shelf registration statement for up to 120 days in each year if it determines that there are valid business reasons for doing so (including, for example, a potential acquisition, divestiture or

                                                                                                    (c) other material transaction) or that the registration statement contains material deficiencies. The obligations described above will arise upon the occurrence of any holder notifies usof the following events:

                                                                                              if on or prior to the 20th business day followingtime the consummation of this exchange offer that:

                                                                                                it is not permitted under lawcompleted, existing SEC interpretations are changed such that the exchange notes or Commission policy to participaterelated guarantees received by holders of outstanding notes in the exchange offer;offer are not, or would not be, upon receipt, transferable by such holder without restriction under the Securities Act (other than as a result of such holder being an affiliate of the Issuer, an initial purchaser of the outstanding notes or for certain other disqualifying reasons);

                                                                                                if the exchange offer registration statement is not declared effective by the SEC within 21 months after the issue date (or two years if reviewed by the SEC) or the exchange offer has not been completed within 30 business days following the effectiveness of the exchange offer registration statement; or

                                                                                                if any holder notifies the Issuer prior to the 20th business day following the completion of the exchange offer that (x) it cannot publicly resell New Notes that it acquiresis prohibited by law or SEC policy from participating in the exchange offer, (x) it may not resell the exchange notes without delivering a prospectus and the prospectus supplement contained in the exchange offer registration statement is not appropriate or available for such resales by that holder; or

                                                                                                (y) it is a broker-dealer and holds Notes that it has not exchanged and that itnotes acquired directly from us,the Issuer 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 resalesan affiliate of the Old Notes orIssuer.

                                                                                                Under 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 shelfapplicable 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 interestrights agreements, if one of the following "registration defaults" occurs:

                                                                                          we do not file(i) 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;

                                                                                          or, if applicable, the shelf registration statement is not filed or declared effective bywithin the 90th day after we become obligated to file it;applicable time periods described above or
                                                                                        is subsequently withdrawn or suspended (except as permitted in the


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                                                                                            registration rights agreements) or (ii) the exchange offer registration statement orhas not been completed within the shelf registration statement is declared effective, but, priortime period described above (each such event referred to in clause (i) and clause (ii), a "Registration Default"), then additional interest ("Additional Interest") shall accrue on the expirationprincipal amount of the applicable registrationnotes at a rate of 0.25% per annum during the 90-day period ceases to be effective orimmediately following the prospectus included as a part of such registration statement ceases to be usable in connection with the exchange offer or resalesoccurrence of any Notes registered under the shelf registration statement.

                                                                                                  If one of these registration defaults occurs, the annual interestRegistration Default, which rate on the Notes affected thereby will increase by 0.25% per year. The amount of additional interest will increasebe increased by an additional 0.25% per yearannum for anyeach subsequent 90-day period until all registration defaults are cured, upthat such Additional Interest continues to a maximum additionalaccrue, provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum. The interest rate of 1.0% per year overborne by the interest rate shown on the cover of this prospectus. When we have cured all of the registration defaults, the interest rate on the Notesnotes will revert immediatelybe reduced to the original level.interest rate if we cure the Registration Default.

                                                                                                  Under current Commission interpretations, the New Notes will generally be freely transferable after theIf you wish to exchange offer, except that any broker-dealer that participatesyour outstanding notes for exchange notes in the exchange offer must deliver a prospectus meeting the requirements of the Securities Act when it resells any New Notes. We have agreedoffers, you will be required 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.following written representations:

                                                                                                  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

                                                                                            you are not an affiliate of the CompanyIssuer or any guarantor within the meaning of Rule 405 of the Securities Act or, if you are, you will comply with the registration and that theyprospectus delivery requirements of the Securities Act to the extent applicable;

                                                                                            you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution (within the meaning of the Securities Act) of the exchange notes;

                                                                                            you are acquiring the New Notesexchange notes in the ordinary course of business and without any arrangement or intention to makeyour business;

                                                                                            if you are 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 inyou did not purchase the outstanding notes to be exchanged for the exchange offernotes from the Issuer or as partany of its affiliates; and

                                                                                            you are not acting on behalf of any person who could not truthfully and completely make the representations above.

                                                                                                  In addition, each broker-dealer that acquired the outstanding notes for its own account as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes that it receives in the exchange offers. Please see "Plan of Distribution."

                                                                                          Resale of the Exchange Notes

                                                                                                  Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offers without complying with the registration and prospectus delivery provisions of the Securities Act, if:

                                                                                            you are not an affiliate of the Issuer or any guarantor within the meaning of Rule 405 under the Securities Act;

                                                                                            you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

                                                                                            you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and

                                                                                            you are acquiring the exchange notes in the ordinary course of your business.

                                                                                                  If you are an affiliate of the Issuer or any guarantor, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or are not acquiring the exchange notes in the ordinary course of your business:

                                                                                            you cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters; and

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                                                                                            in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

                                                                                                  This prospectus may be used for an offer to resell, resale or other transfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offers. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read "Plan of Distribution" for more details regarding the transfer of exchange notes.

                                                                                          Terms of the Exchange Offers

                                                                                                  On the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, the Issuer will accept for exchange in the exchange offers any outstanding notes that are validly tendered and not validly withdrawn prior to the expiration date. Outstanding notes may only be tendered in a principal amount of $2,000 and in integral multiples of $1,000 in excess thereof. The Issuer will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes surrendered in the exchange offers.

                                                                                                  The form and terms of the exchange notes will be identical in all material respects to the form and terms of the outstanding notes except the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional interest upon failure by the Issuer and the guarantors to fulfill their obligations under the applicable registration rights agreements to complete the exchange offers, or file, and cause to be effective, a shelf registration statement, if required thereby, within the specified time period. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be issued under and entitled to the benefits of the same indentures that govern the terms of the outstanding notes. For a description of the indentures, see "Description of Notes."

                                                                                                  The exchange offers are not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

                                                                                                  This prospectus and the letter of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offers. The Issuer and the guarantors intend to conduct the exchange offers in accordance with the provisions of the applicable registration rights agreements, the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offers will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indentures and the applicable registration rights agreements except the Issuer and the guarantors will not have any further obligation to you to provide for the registration of the outstanding notes under the applicable registration rights agreements.

                                                                                                  The Issuer will be deemed to have accepted for exchange properly tendered outstanding notes when the Issuer has given written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from the Issuer and delivering exchange notes to holders. Subject to the terms of the applicable registration rights agreements, the Issuer expressly reserves the right to amend or terminate the exchange offers and to refuse to accept the occurrence of any of the conditions specified below under "—Conditions to the Exchange Offers."


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                                                                                                  If you tender your outstanding notes in the exchange offers, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below in connection with the exchange offers. It is important that you read "—Fees and Expenses" below for more details regarding fees and expenses incurred in the exchange offers.

                                                                                          Expiration Date; Extensions, Amendments

                                                                                                  As used in this prospectus, the term "expiration date" means 5:00 p.m., New York City time, on                        , 2014, which is the 21st business day after the date of this prospectus. However, if the Issuer, in its sole discretion, extends the period of time for which the exchange offers are open, the term "expiration date" will mean the latest time and date to which the Issuer shall have extended the expiration of the exchange offers.

                                                                                                  To extend the period of time during which the exchange offers are open, the Issuer will notify the exchange agent of any extension by written notice, followed by notification by press release or other public announcement to the registered holders of the outstanding notes no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

                                                                                                  The Issuer reserves the right, in its sole discretion:

                                                                                            to delay accepting for exchange any outstanding notes (if the Issuer amends or extends the exchange offers);

                                                                                            to extend the exchange offers or to terminate the exchange offers if any of the conditions set forth below under "—Conditions to the Exchange Offer" have not been satisfied, by giving written notice of such delay, extension or termination to the exchange agent; and

                                                                                            subject to the terms of the registration rights agreements, to amend the terms of the exchange offers in any manner.

                                                                                                  Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by notice to the registered holders of the outstanding notes. If the Issuer amends the exchange offers in a manner that it resellsdetermines to constitute a material change, the Issuer will promptly disclose the amendment in a manner reasonably calculated to inform the holders of applicable outstanding notes of that amendment.

                                                                                          Conditions to the Exchange Offers

                                                                                                  Despite any other term of the exchange offers, the Issuer will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes and the Issuer may terminate or amend the exchange offers as provided in this prospectus prior to the expiration date if in its reasonable judgment:

                                                                                            the exchange offers or the making of any exchange by a holder violates any applicable law or interpretation of the SEC; or

                                                                                            any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offers that, in their judgment, would reasonably be expected to impair their ability to proceed with the exchange offers.

                                                                                                  In addition, the Issuer will not be obligated to accept for exchange the outstanding notes of any holder that has not made to the Issuer:

                                                                                            the representations described under "—Purpose and Effect of the Exchange Offers," "—Procedures for Tendering Outstanding Notes" and "Plan of Distribution;" or

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                                                                                            any other representations as may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to the Issuer an appropriate form for registration of the exchange notes under the Securities Act.

                                                                                                  The Issuer expressly reserves the right at any time or at various times to extend the period of time during which the exchange offers are open. Consequently, the Issuer may delay acceptance of any outstanding notes by giving written notice of such extension to their holders. The Issuer will return any outstanding notes that the Issuer does not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offers.

                                                                                                  The Issuer expressly reserves the right to amend or terminate the exchange offers and to reject for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offers specified above. In addition, the Issuer is generally required to extend the offering period for any material change, including the waiver of a material condition, so that at least five business days remain in the exchange offers after the change. The Issuer will give written notice of any extension, amendment, non-acceptance or termination to the holders of the outstanding notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m. New Notes.York City time, on the next business day after the previously scheduled expiration date.

                                                                                                  These conditions are for sole benefit of the Issuer and the Issuer may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times prior to the expiration date in its sole discretion. If the Issuer fails at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that the Issuer may assert at any time or at various times prior to the expiration date.

                                                                                                  In addition, the Issuer will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any such outstanding notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the TIA.

                                                                                          Procedures for Tendering Outstanding Notes

                                                                                                  To tender your outstanding notes in the exchange offers, you must comply with either of the following:

                                                                                            complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth below under "—Exchange Agent" prior to the expiration date; or

                                                                                            comply with DTC's Automated Tender Offer Program procedures described below.

                                                                                                  In addition, either:

                                                                                            the exchange agent must receive certificates for outstanding notes along with the letter of transmittal prior to the expiration date;

                                                                                            the exchange agent must receive a timely confirmation of book-entry transfer of outstanding notes into the exchange agent's account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent's message prior to the expiration date; or

                                                                                            you must comply with the guaranteed delivery procedures described below.

                                                                                                  Your tender, if not withdrawn prior to the expiration date, constitutes an agreement between the Issuer and you upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal.


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                                                                                                  The method of delivery of outstanding notes, letter of transmittal, and all other required documents to the exchange agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. You should not send letters of transmittal or certificates representing outstanding notes to us. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.

                                                                                                  If you are a beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and you wish to tender your notes, you should promptly contact the registered holder and instruct the registered holder to tender on your behalf. If you wish to tender the outstanding notes yourself, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either:

                                                                                            make appropriate arrangements to register ownership of the outstanding notes in your name; or

                                                                                            obtain a properly completed bond power from the registered holder of outstanding notes.

                                                                                                  The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

                                                                                                  Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of FINRA, a commercial bank or trust company having an office or correspondent in the United States or another "eligible guarantor institution" within the meaning of Rule 17A(d)-15 under the Exchange Act unless the outstanding notes surrendered for exchange are tendered:

                                                                                            by a registered holder of the outstanding notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" in the letter of transmittal; or

                                                                                            for the account of an eligible guarantor institution.

                                                                                                  If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, such outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder's name appears on the outstanding notes and an eligible guarantor institution must guarantee the signature on the bond power.

                                                                                                  If the letter of transmittal or any certificates representing outstanding notes, or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by the Issuer, they should also submit evidence satisfactory to the Issuer of their authority to so act.

                                                                                                  The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC's system may use DTC's Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange by causing DTC to transfer the outstanding notes to the exchange agent in accordance with DTC's Automated Tender Offer Program procedures for transfer. DTC will then send an agent's message to the exchange agent. The term "agent's message" means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:

                                                                                            DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;

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                                                                                              the participant has received and agrees to be bound by the terms of the letter of transmittal, or in the case of an agent's message relating to guaranteed delivery, that such participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and

                                                                                              the Issuer may enforce that agreement against such participant.

                                                                                            Acceptance of Exchange Notes

                                                                                                    In all cases, the Issuer will promptly issue exchange notes for outstanding notes that it has accepted for exchange under the exchange offers only after the exchange agent timely receives:

                                                                                              outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent's account at the book-entry transfer facility; and

                                                                                              a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent's message.

                                                                                                    By tendering outstanding notes pursuant to the exchange offers, you will represent to the Issuer that, among other things:

                                                                                              you are not an affiliate of the Issuer or any guarantor within the meaning of Rule 405 under the Securities Act;

                                                                                              you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

                                                                                              you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and

                                                                                              you are acquiring the exchange notes in the ordinary course of your business.

                                                                                                    In addition, each broker-dealer that is to receive exchange notes for its own account in exchange for outstanding notes must represent that such outstanding notes were acquired by that broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal 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. See "Plan of Distribution."

                                                                                                    The Issuer will interpret the terms and conditions of the exchange offers, including the letter of transmittal and the instructions to the letter of transmittal, and will resolve all questions as to the validity, form, eligibility, including time of receipt, and acceptance of outstanding notes tendered for exchange. Determinations of the Issuer in this regard will be final and binding on all parties. The Issuer reserves the absolute right to reject any and all tenders of any particular outstanding notes not properly tendered or to not accept any particular outstanding notes if the acceptance might, in their or their counsel's judgment, be unlawful. The Issuer also reserves the absolute right to waive any defects or irregularities as to any particular outstanding notes prior to the expiration date.

                                                                                                    Unless waived, any defects or irregularities in connection with tenders of outstanding notes for exchange must be cured within such reasonable period of time as the Issuer may determine. Neither the Issuer, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor will any of them incur any liability for any failure to give notification. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the expiration date.


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                                                                                            Book-Entry Delivery Procedures

                                                                                                    Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the outstanding notes at DTC, as book-entry transfer facilities, for purposes of the exchange offer. Any financial institution that is a participant in the book-entry transfer facility's system may make book-entry delivery of the outstanding notes by causing the book-entry transfer facility to transfer those outstanding notes into the exchange agent's account at the facility in accordance with the facility's procedures for such transfer. To be timely, book-entry delivery of outstanding notes requires receipt of a confirmation of a book-entry transfer, a "book-entry confirmation," prior to the expiration date. In addition, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent's account at the book-entry transfer facility, the letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents, or an "agent's message," as defined below, in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the letter of transmittal prior to the expiration date to receive exchange notes for tendered outstanding notes, or the guaranteed delivery procedure described below must be complied with. Tender will not be deemed made until such documents are received by the exchange agent. Delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.

                                                                                                    Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent's account at the book-entry transfer facility or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

                                                                                            Guaranteed Delivery Procedures

                                                                                                    If you wish to tender your outstanding notes but your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under DTC's Automatic Tender Offer Program, prior to the expiration date, you may still tender if:

                                                                                              the tender is made through an eligible guarantor institution;

                                                                                              prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail, or hand delivery or a properly transmitted agent's message and notice of guaranteed delivery, that (1) sets forth your name and address, the certificate number(s) of such outstanding notes and the principal amount of outstanding notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and

                                                                                              the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered outstanding notes in proper form for transfer or a book-entry confirmation of transfer of the outstanding notes into the exchange agent's account at DTC, and all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

                                                                                                    Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your outstanding notes according to the guaranteed delivery procedures.


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                                                                                            Withdrawal Rights

                                                                                                    Except as otherwise provided in this prospectus, you may withdraw your tender of outstanding notes at any time prior to 5:00 p.m., New York City time, on the expiration date.

                                                                                                    For a withdrawal to be effective:

                                                                                              the exchange agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal at its address set forth below under "—Exchange Agent;" or

                                                                                              you must comply with the appropriate procedures of DTC's Automated Tender Offer Program system.

                                                                                                    Any notice of withdrawal must:

                                                                                              specify the name of the person who tendered the outstanding notes to be withdrawn;

                                                                                              identify the outstanding notes to be withdrawn, including the certificate numbers and principal amount of the outstanding notes; and

                                                                                              where certificates for outstanding notes have been transmitted, specify the name in which such outstanding notes were registered, if different from that of the withdrawing holder.

                                                                                                    If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, you must also submit:

                                                                                              the serial numbers of the particular certificates to be withdrawn; and

                                                                                              a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible guarantor institution.

                                                                                                    If outstanding notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of the facility. The Issuer will determine all questions as to the validity, form, and eligibility, including time of receipt of notices of withdrawal and its determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offers. Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the outstanding notes will be credited to an account at the book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the exchange offers. Properly withdrawn outstanding notes may be retendered by following the procedures described under "—Procedures for Tendering Outstanding Notes" above at any time on or prior to the expiration date.

                                                                                            Exchange Agent

                                                                                                    U.S. Bank National Association has been appointed as the exchange agent for the exchange offers. U.S. Bank National Association also acts as trustee under the indentures governing the notes. You should direct all executed letters of transmittal and all questions and requests for assistance, requests


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                                                                                            for additional copies of this prospectus or of the letter of transmittal, and requests for notices of guaranteed delivery to the exchange agent addressed as follows:

                                                                                            By Mail or Overnight Courier:By Facsimile Transmission:By Hand Delivery:

                                                                                            U.S. Bank National Association




                                                                                            U.S. Bank National Association
                                                                                            U.S. Bank West Side Flats Operations Center(651) 466-7372U.S. Bank West Side Flats Operations Center
                                                                                            60 Livingston Ave.60 Livingston Ave.
                                                                                            St. Paul, MN 55107St. Paul, MN 55107
                                                                                            Attention: Specialized FinanceAttention: Specialized Finance
                                                                                            Reference: Nuveen Investments, Inc.Reference: Nuveen Investments, Inc.
                                                                                            To Confirm by Telephone:
                                                                                            (800) 934-6802

                                                                                                    If you deliver the letter of transmittal to an address other than the one set forth above or transmit instructions via facsimile other than the one set forth above, that delivery or those instructions will not be effective.

                                                                                            Fees and Expenses

                                                                                                    The registration rights agreements provide that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offers. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of outstanding notes and for handling or tendering for such clients.

                                                                                                    We have not retained any dealer-manager in connection with the exchange offers and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of outstanding unregistered notes pursuant to the exchange offers.

                                                                                            Accounting Treatment

                                                                                                    We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchanges net of unamortized discount and debt issuance costs, as the terms of the exchange notes are substantially identical to the terms of the outstanding notes. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offers.

                                                                                            Transfer Taxes

                                                                                                    The Issuer and the guarantors will pay all transfer taxes, if any, applicable to the exchange of outstanding notes under the exchange offers. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

                                                                                              certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;

                                                                                              tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or

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                                                                                              a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offers.

                                                                                                    If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

                                                                                                    Holders who tender their outstanding notes for exchange will not be required to pay any transfer taxes. However, holders who instruct the Issuer to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offers be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

                                                                                            Consequences of Failure to Exchange

                                                                                                    If you do not exchange your outstanding notes for exchange notes under the exchange offers, your outstanding notes will remain subject to the restrictions on transfer of such outstanding notes:

                                                                                              as set forth in the legend printed on the outstanding notes as a consequence of the issuances of the outstanding notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

                                                                                              as otherwise set forth in the offering memoranda distributed in connection with the private offerings of the outstanding notes.

                                                                                                    In general, you may not offer or sell your outstanding notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the applicable registration rights agreements, we do not intend to register resales of the outstanding notes under the Securities Act.

                                                                                            Other

                                                                                                    Participating in the exchange offers is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

                                                                                                    We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offers or to file a registration statement to permit resales of any untendered outstanding notes.


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                                                                                            CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

                                                                                                    The following is a summary of certain U.S. federal income tax considerations relating to the exchange of Old Notesoutstanding notes for New Notesexchange notes pursuant to the exchange offers. It does not contain a complete analysis of all the potential tax considerations relating to the exchange. It addresses only holders who purchased the outstanding notes for cash in the initial offering at their initial issue price (generally, the first price at which a substantial amount of the outstanding notes were sold for money to investors, not including sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). This summary applies only to holders exchanging outstanding notes for exchange notes in the exchange offeroffers and who hold the outstanding notes as "capital assets" within the meaning of Section 1221 of the Code. A "capital asset" is generally an asset held for investment.

                                                                                                    This discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular taxpayers in light of their special circumstances or persons subject to special treatment under U.S. federal income tax laws. This discussion does not address any aspect of U.S. federal taxation other than U.S. federal income taxation (e.g., estate and gift tax) or any aspect of state, local or non-U.S. taxation.

                                                                                                    This summary is based on the U.S. federal income tax laws as in effect as of the date hereof, which are subject to differing interpretations or change, possibly with retroactive effect. We have not sought a ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

                                                                                            EACH HOLDER OF THE OUTSTANDING NOTES SHOULD CONSULT ITS OWN TAX ADVISOR CONCERNING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF EXCHANGING AN OUTSTANDING NOTE FOR AN EXCHANGE NOTE AND THE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE EXCHANGE NOTES.

                                                                                            Exchange of Outstanding Notes for Exchange Notes Pursuant to the Exchange Offers

                                                                                                    The exchange of outstanding notes for exchange notes in the exchange offers will not constitute a taxable event to holders for U.S. federal income tax purposes. Consequently, noyou a holder will not recognize taxable gain or loss will be recognized by a holder upon receipt of a New Note,an exchange note, the holding period of the New Noteexchange note will include the holding period of the Old Noteoutstanding note exchanged therefore,therefor, and the adjusted tax basis of the New Noteexchange note will be the same as the adjusted tax basis of the Old Noteoutstanding note immediately before the exchange.

                                                                                            In any event, persons considering A holder who does not exchange its outstanding notes for exchange notes pursuant to the exchange of Old Notesoffers will not recognize any gain or loss, for New Notes should consult their own tax advisors concerning the U.S. federal income tax consequencespurposes, upon consummation of the exchange offers.


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                                                                                            CERTAIN ERISA CONSIDERATIONS

                                                                                                    The following is a summary of certain considerations associated with the purchase and holding of the notes by employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (ERISA), plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of the Code or ERISA (collectively, "Similar Laws"), and entities whose underlying assets are considered to include "plan assets" of such plans, accounts and arrangements (each, a "Plan").

                                                                                            General Fiduciary Matters

                                                                                                    ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an "ERISA Plan") and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such an ERISA Plan or the management or disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

                                                                                                    In considering an investment of any portion of the assets of any Plan in lightthe notes, a Plan fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Laws relating to the fiduciary's duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

                                                                                            Prohibited Transaction Issues

                                                                                                    Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are "parties in interest," within the meaning of Section 3(14) of ERISA, or "disqualified persons," within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engages in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code.

                                                                                                    The acquisition and/or holding of the notes by an ERISA Plan with respect to which the issuer, a subsidiary guarantor or any of their particular situations as well asrespective affiliates are considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions ("PTCEs") that may apply to the acquisition and holding of the notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting life insurance company general accounts and PTCE 96-23 respecting transactions determined by in-house asset managers. In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide relief from the prohibited transaction provisions of ERISA and Section 4975 of the Code for certain transactions, provided that neither the issuer of the securities nor any consequences arising underof its affiliates (directly or indirectly) have or exercise any discretionary authority or control or render any investment advice with respect to the lawsassets of any other taxing jurisdictions.


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                                                                                            ERISA Plan involved in the transaction and provided further that the ERISA Plan pays no more than adequate consideration in connection with the transaction. There can be no assurance that all of the conditions of any such exemptions will be satisfied. There can be no assurance that any class exemption or any other exemption will be available with respect to any particular transaction involving the notes, or that if an exemption is available, it will cover all aspects of any particular transaction.

                                                                                                    Because of the foregoing, the notes should not be purchased or held by any person investing "plan assets" of any Plan, unless such purchase and holding will not constitute a non-exempt prohibited transaction under ERISA and the Code or a similar violation of any applicable Similar Laws.

                                                                                            Representation

                                                                                                    Accordingly, by acceptance of a note or an exchange note, each purchaser and subsequent transferee will be deemed to have represented and warranted that either (i) no portion of the assets used to acquire or hold the notes constitutes assets of any Plan or (ii) the acquisition and holding of the notes (and the exchange of outstanding notes for exchange notes) will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Law.

                                                                                                    The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering purchasing the notes on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to the purchase and holding of the notes.

                                                                                                    The sale of notes to a Plan is in no respect a representation by the Issuer that such an investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan, or that such an investment is appropriate for Plans generally or any particular Plan.


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                                                                                            PLAN OF DISTRIBUTION

                                                                                                    Each broker-dealer that receives New Notesexchange notes for its own account inpursuant to the exchange offeroffers must acknowledge that it will deliver a prospectus in connection with any resale of the New Notes. A broker-dealer may use thisexchange notes. 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 Notesexchange notes received in exchange for Old Notesoutstanding notes where the Old Notesoutstanding notes were acquired as a result of market-making activities or other trading activities duringactivities. To the period beginning on the consummation ofextent any such broker-dealer participates in 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, whichoffers, we refer to as the "exchange offer registration period". We have agreed that for a period of up to 90 days, we will make this prospectus, as amended or supplemented, available to anysuch broker-dealer for use in connection with any such resale, during the exchange offer registration period. In addition, until                        , 2009, all dealers effecting transactionsand will deliver to such broker-dealer as many additional copies of this prospectus and each amendment or supplement to this prospectus and any documents incorporated by reference in the New Notesthis prospectus as such broker-dealer may be required to deliver a prospectus.reasonably request.

                                                                                                    We will not receive any proceeds from any sale of New Notesexchange notes by any broker-dealer. New Notesbroker-dealers. Exchange notes received by broker-dealers for their own account inaccounts pursuant to the exchange offeroffers 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 Notesexchange notes or a combination of thethese 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 any broker-dealer or the broker- dealerpurchasers of any exchange notes. Any broker-dealer that resells New Notesexchange notes that were received by it for its own account inpursuant to the exchange offer or the purchasers of the New Notes,offers and any broker or dealer that participates in a distribution of the New Notesexchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any resale of New Notesexchange notes and any commissions or concessions received by thosethese 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 foroffers and will indemnify the holders of the Old Notes, but excluding commissions or concessions of any brokers or dealers, and will indemnify all holders of Notes,outstanding 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.Table of Contents


                                                                                            LEGAL MATTERS

                                                                                                    The validity and enforceability of the exchange notes and the related guarantees will be passed upon for us by Winston & Strawn LLP, Chicago, Illinois, and Dorsey & Whitney LLP, Minneapolis, Minnesota, will pass upon the validity of the New Notes and related guarantees.Illinois.


                                                                                            EXPERTS

                                                                                                    The consolidated balance sheets of Nuveen Investments, Inc. and its subsidiaries as of December 31, 20072013 and 2008,2012, and the related consolidated statements of income,operations, changes in shareholders' equity and cash flows for each of the periods in the three year periodyears ended December 31, 2008 included herein2013, 2012 and 2011, which are referred to in and made a part of this prospectus and registration statement, have been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report appearing elsewhere herein, and are included in reliance upon thesuch report given on their 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

                                                                                            Audited Consolidated Financial Statements of Nuveen Investments, Inc. and Subsidiaries:


                                                                                            Page

                                                                                            Report of Independent Registered Public Accounting Firm

                                                                                             F-2

                                                                                            Consolidated Balance Sheets as of December 31, 20082013 and 20072012

                                                                                             
                                                                                            F-3

                                                                                            Consolidated Statements of IncomeOperations for the years ended December 31, 2013, 2012 and 2011


                                                                                            F-4

                                                                                            Consolidated Statements of Comprehensive Income/(Loss) For the Years Ended December 31, 2008, 20072013, 2012 and 20062011

                                                                                             F-4
                                                                                            F-5

                                                                                            Consolidated Statements of Changes in Shareholders' Equity for the Years Endedthree years ended December 31, 2008, 2007 and 20062013

                                                                                             F-5
                                                                                            F-6

                                                                                            Consolidated Statements of Cash Flows for the Years Endedthree years ended December 31, 2008, 2007 and 20062013

                                                                                             F-8
                                                                                            F-7

                                                                                            Notes to Consolidated Financial Statements

                                                                                             F-9

                                                                                            F-8

                                                                                            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.


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                                                                                            Report of Independent Registered Public Accounting Firm

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

                                                                                                    We have audited the accompanying consolidated balance sheets of Nuveen Investments, Inc. and subsidiaries (the Company) as of December 31, 20082013 and 2007,2012, and the related consolidated statements of operations, comprehensive income changes in shareholders' equity, and cash flows for each of the yearyears in the three-year period 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).2013. 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, 20082013 and 2007,2012, and the results of their operations and their cash flows for each of the yearyears in the three-year period 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),2013, 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

                                                                                            /s/ KPMG LLP

                                                                                            Chicago, Illinois
                                                                                            March 27, 2009, except as to the retrospective adoption of SFAS No. 160 which is as of August 24, 2009.13, 2014


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            CONSOLIDATED BALANCE SHEETS

                                                                                            As Adjusted (Note 2)

                                                                                            Nuveen Investments, Inc. & Subsidiaries

                                                                                            Consolidated Balance Sheets

                                                                                            (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 
                                                                                                  

                                                                                             
                                                                                             December 31,
                                                                                            2013
                                                                                             December 31,
                                                                                            2012
                                                                                             

                                                                                            Assets

                                                                                                   

                                                                                            Cash and cash equivalents

                                                                                             $323,717 $289,289 

                                                                                            Cash segregated in compliance with federal and other regulations

                                                                                              1,000  1,000 

                                                                                            Cash and cash equivalents—consolidated variable interest entities

                                                                                              430,515  457,179 

                                                                                            Management fees, distribution fees, and reimbursable fund expenses receivable

                                                                                              138,198  151,064 

                                                                                            Other receivables

                                                                                              16,528  16,280 

                                                                                            Other receivables—consolidated variable interest entities

                                                                                              277,402  239,952 

                                                                                            Furniture, equipment, and leasehold improvements, at cost less accumulated depreciation and amortization of $114,071 and $87,487, respectively

                                                                                              89,956  101,776 

                                                                                            Investments

                                                                                              205,553  169,642 

                                                                                            Investments—consolidated variable interest entities

                                                                                              5,880,598  4,778,445 

                                                                                            Goodwill

                                                                                              2,799,120  2,791,147 

                                                                                            Intangible assets, at cost less accumulated amortization of $95,007 and $55,095, respectively

                                                                                              2,673,875  2,713,787 

                                                                                            Fair value of open derivatives

                                                                                              33,755   

                                                                                            Other assets

                                                                                              16,488  29,241 

                                                                                            Other assets—consolidated variable interest entities

                                                                                              3,918  6,240 
                                                                                                  

                                                                                            Total assets

                                                                                             $12,890,623 $11,745,042 
                                                                                                  
                                                                                                  

                                                                                            Liabilities and Equity

                                                                                                   

                                                                                            Short-term obligations:

                                                                                                   

                                                                                            Current taxes payable

                                                                                             $2,685 $2,448 

                                                                                            Accounts payable

                                                                                              15,679  20,060 

                                                                                            Accrued compensation and other expenses

                                                                                              228,077  234,095 

                                                                                            Other short-term liabilities

                                                                                              35,486  5,174 

                                                                                            Other short-term liabilities—consolidated variable interest entities

                                                                                              465,267  459,948 
                                                                                                  

                                                                                            Total short-term obligations

                                                                                              747,194  721,725 
                                                                                                  

                                                                                            Long-term obligations:

                                                                                                   

                                                                                            Debt

                                                                                              4,482,668  4,419,990 

                                                                                            Debt—consolidated variable interest entities

                                                                                              5,982,231  4,898,375 

                                                                                            Deferred income tax liability, net

                                                                                              706,838  730,707 

                                                                                            Contingent consideration—Gresham acquisition

                                                                                              37,200  124,400 

                                                                                            Other long-term liabilities

                                                                                              22,267  50,056 
                                                                                                  

                                                                                            Total long-term obligations

                                                                                              11,231,204  10,223,528 
                                                                                                  

                                                                                            Total liabilities

                                                                                              11,978,398  10,945,253 

                                                                                            Redeemable noncontrolling interests

                                                                                              276,753  242,551 

                                                                                            Nuveen Investments shareholders' equity:

                                                                                                   

                                                                                            Additional paid-in capital

                                                                                              2,952,493  2,968,812 

                                                                                            Retained earnings/(deficit)

                                                                                              (2,497,022) (2,542,176)

                                                                                            Appropriated retained earnings of consolidated variable interest entities

                                                                                              92,220  81,922 

                                                                                            Accumulated other comprehensive income/(loss)

                                                                                              18,992  (13,196)
                                                                                                  

                                                                                            Total Nuveen Investments shareholders' equity

                                                                                              566,683  495,362 

                                                                                            Noncontrolling interests

                                                                                              68,789  61,876 
                                                                                                  

                                                                                            Total equity

                                                                                              635,472  557,238 
                                                                                                  

                                                                                            Total liabilities, redeemable noncontrolling interests, and equity

                                                                                             $12,890,623 $11,745,042 
                                                                                                  
                                                                                                  

                                                                                            See accompanying notes to consolidated financial statements.


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            CONSOLIDATED STATEMENTS OF INCOME

                                                                                            As Adjusted (Note 2)

                                                                                            Nuveen Investments, Inc. & Subsidiaries

                                                                                            Consolidated Statements of Operations

                                                                                            (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 
                                                                                                      

                                                                                             
                                                                                             For the Year Ended
                                                                                            December 31, 2013
                                                                                             For the Year Ended
                                                                                            December 31, 2012
                                                                                             For the Year Ended
                                                                                            December 31, 2011
                                                                                             

                                                                                            Operating revenues:

                                                                                                      

                                                                                            Investment advisory fees from assets under management

                                                                                             $977,414 $991,729 $973,900 

                                                                                            Income from CLOs/CDOs

                                                                                              50,830  33,398  19,255 

                                                                                            Product distribution

                                                                                              20,625  21,678  20,217 

                                                                                            Performance fees/other revenue

                                                                                              27,476  57,168  15,839 
                                                                                                    

                                                                                            Total operating revenues

                                                                                              1,076,345  1,103,973  1,029,211 
                                                                                                    

                                                                                            Operating expenses:

                                                                                                      

                                                                                            Compensation and benefits

                                                                                              468,914  472,854  432,830 

                                                                                            Severance

                                                                                              21,309  23,075  4,520 

                                                                                            Advertising and promotional costs

                                                                                              13,643  15,134  12,881 

                                                                                            Occupancy and equipment costs

                                                                                              49,477  44,418  45,392 

                                                                                            Amortization of intangible assets

                                                                                              39,912  69,271  72,316 

                                                                                            Travel and entertainment

                                                                                              17,845  19,288  16,965 

                                                                                            Distribution expense

                                                                                              57,398  55,841  50,893 

                                                                                            Outside and professional services

                                                                                              52,329  60,750  67,745 

                                                                                            Intangible asset impairment

                                                                                                586,715   

                                                                                            Other operating expenses

                                                                                              41,671  72,001  45,202 
                                                                                                    

                                                                                            Total operating expenses

                                                                                              762,498  1,419,347  748,744 
                                                                                                    

                                                                                            Operating other:

                                                                                                      

                                                                                            Contingent consideration

                                                                                              87,200  (29,300)  

                                                                                            Other income/(expense)

                                                                                              (96,791) (120,051) 29,975 

                                                                                            Net interest expense

                                                                                              (283,759) (340,270) (320,416)

                                                                                            Consolidated VIEs and funds, net

                                                                                              11,862  (72,921) (16,472)
                                                                                                    

                                                                                            Income/(loss) before taxes

                                                                                              32,359  (877,916) (26,446)

                                                                                            Income tax expense/(benefit):

                                                                                                      

                                                                                            Current

                                                                                              765  1,130  1,963 

                                                                                            Deferred

                                                                                              (43,150) (241,860) (8,254)
                                                                                                    

                                                                                            Total income tax expense/(benefit)

                                                                                              (42,385) (240,730) (6,291)

                                                                                            Net income/(loss)

                                                                                              74,744  (637,186) (20,155)
                                                                                                    

                                                                                            Less:

                                                                                                      

                                                                                            net income/(loss) attributable to noncontrolling interests—consolidated VIEs and funds

                                                                                              7,137  (96,086) (8,896)

                                                                                            net income/(loss) attributable to other noncontrolling interests

                                                                                              22,379  29,898  1,725 
                                                                                                    

                                                                                            Total net income/(loss) attributable to noncontrolling interests

                                                                                              29,516  (66,188) (7,171)
                                                                                                    

                                                                                            Net income/(loss) attributable to Nuveen Investments

                                                                                             $45,228 $(570,998)$(12,984)
                                                                                                    
                                                                                                    

                                                                                            See accompanying notes to consolidated financial statements.


                                                                                            Table of Contents


                                                                                            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)
                                                                                                              

                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)Nuveen Investments, Inc. & Subsidiaries

                                                                                            CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Continued)

                                                                                            As Adjusted (Note 2)Consolidated Statements of Comprehensive Income/(Loss)

                                                                                            (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 
                                                                                                              


                                                                                            Table of Contents


                                                                                            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 
                                                                                                      
                                                                                             
                                                                                             For the Year
                                                                                            Ended
                                                                                            December 31,
                                                                                            2013
                                                                                             For the Year
                                                                                            Ended
                                                                                            December 31,
                                                                                            2012
                                                                                             For the Year
                                                                                            Ended
                                                                                            December 31,
                                                                                            2011
                                                                                             

                                                                                            Net income/(loss)

                                                                                             $74,744 $(637,186)$(20,155)

                                                                                            Other comprehensive income:

                                                                                                      

                                                                                            Unrealized gains/(losses) on available for sale securities, net of tax $4,544, $3,532, and $(1,946), respectively

                                                                                              7,574  5,617  (3,600)

                                                                                            Reclassification adjustments for realized (gains)/losses, net of tax $(2,341), $(285), and $(5,471), respectively

                                                                                              (3,775) (456) (9,034)

                                                                                            Funded status of retirement plans, net of tax $4,186, $(2,181) and $(2,760), respectively

                                                                                              6,975  (2,567) (4,471)

                                                                                            Unrealized gains/(losses) on cash flow hedges, net of tax $12,450, $0, and $0, respectively

                                                                                              21,305     

                                                                                            Foreign currency translation adjustments

                                                                                              109  (44) (21)
                                                                                                    

                                                                                            Subtotal: other comprehensive income/(loss)

                                                                                              32,188  2,550  (17,126)
                                                                                                    

                                                                                            Comprehensive income/(loss)

                                                                                             $106,932 $(634,636)$(37,281)

                                                                                            Less: net income/(loss) attributable to noncontrolling interests

                                                                                              29,516  (66,188) (7,171)
                                                                                                    

                                                                                            Comprehensive income/(loss) attributable to Nuveen Investments

                                                                                             $77,416 $(568,448)$(30,110)
                                                                                                    
                                                                                                    

                                                                                               

                                                                                            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.


                                                                                            Table of Contents


                                                                                            Nuveen Investments, Inc. & Subsidiaries

                                                                                            Consolidated Statements of Changes in Equity

                                                                                            (in thousands)

                                                                                             
                                                                                             Additional
                                                                                            Paid-In
                                                                                            Capital
                                                                                             Retained
                                                                                            Earnings /
                                                                                            (Deficit)
                                                                                             Appropriated
                                                                                            Retained
                                                                                            Earnings
                                                                                            Consolidated
                                                                                            VIEs
                                                                                             Accumulated
                                                                                            Other
                                                                                            Comprehensive
                                                                                            Income/(Loss)
                                                                                             Noncontrolling
                                                                                            Interests
                                                                                             Total
                                                                                            Equity
                                                                                             Redeemable
                                                                                            Noncontrolling
                                                                                            Interests
                                                                                             

                                                                                            Balance at December 31, 2010

                                                                                             $2,964,071 $(1,958,194)$186,435 $1,380 $13,013 $1,206,705 $ 
                                                                                                            
                                                                                                            

                                                                                            Net income/(loss)

                                                                                                (12,984) (8,896)   1,725  (20,155)  

                                                                                            Equity based compensation

                                                                                              20,702        3,492  24,194  9,487 

                                                                                            Payout of deferred A units and deferred and restricted A units

                                                                                              (97)         (97)  

                                                                                            Other comprehensive income/(loss)

                                                                                                    (17,126)   (17,126)  

                                                                                            Changes to noncontrolling interests

                                                                                              (23,417)       (12,745) (36,162)  

                                                                                            Gresham other noncontrolling interests

                                                                                                      41,791  41,791   

                                                                                            Gresham redeemable noncontrolling interests

                                                                                                          193,289 

                                                                                            Gresham consolidated funds

                                                                                                      17,913  17,913   
                                                                                                            

                                                                                            Balance at December 31, 2011

                                                                                             $2,961,259 $(1,971,178)$177,539 $(15,746)$65,189 $1,217,063 $202,776 
                                                                                                            
                                                                                                            

                                                                                            Net income/(loss)

                                                                                                (570,998) (95,617)   4,635  (661,980) 24,794 

                                                                                            Equity based compensation

                                                                                              15,163        4,373  19,536  20,657 

                                                                                            Conversion of right to receive class A units into class A units

                                                                                              (3,744)         (3,744)  

                                                                                            Payout of deferred A units and deferred and restricted A units

                                                                                              (299)         (299)  

                                                                                            Other comprehensive income/(loss)

                                                                                                    2,550    2,550   

                                                                                            Changes to noncontrolling interests

                                                                                              (3,567)       (12,321) (15,888) (5,676)
                                                                                                            

                                                                                            Balance at December 31, 2012

                                                                                             $2,968,812 $(2,542,176)$81,922 $(13,196)$61,876 $557,238 $242,551 
                                                                                                            
                                                                                                            

                                                                                            Net income/(loss)

                                                                                                45,228  10,298    275  55,801  18,943 

                                                                                            Dividends paid

                                                                                                (74)       (74)  

                                                                                            Equity based compensation

                                                                                              10,325        3,869  14,194  21,296 

                                                                                            Conversion of right to receive class A units into class A units

                                                                                              (2,937)         (2,937)  

                                                                                            Payout of deferred A units and deferred and restricted A units

                                                                                              (86)         (86)  

                                                                                            Other comprehensive income/(loss)

                                                                                                    32,188    32,188   

                                                                                            Changes to noncontrolling interests

                                                                                              (23,621)       2,769  (20,852) (6,037)
                                                                                                            

                                                                                            Balance at December 31, 2013

                                                                                             $2,952,493 $(2,497,022)$92,220 $18,992 $68,789 $635,472 $276,753 
                                                                                                            
                                                                                                            

                                                                                            See accompanying notes to consolidated financial statements.


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                            As Adjusted (Note 2)

                                                                                            Nuveen Investments, Inc. & Subsidiaries

                                                                                            Consolidated Statements of Cash Flows

                                                                                            (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 
                                                                                                      

                                                                                             
                                                                                             2013 2012 2011 

                                                                                            Cash flows from operating activities:

                                                                                                      

                                                                                            Net income/(loss)

                                                                                             $74,744 $(637,186)$(20,155)

                                                                                            Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:

                                                                                                      

                                                                                            Net (income)/loss attributable to noncontrolling interests

                                                                                              (29,516) 66,188  7,171 

                                                                                            Net (income)/loss attributable to other consolidated VIEs

                                                                                              (4,725) (23,165) 7,576 

                                                                                            Deferred income taxes

                                                                                              (43,150) (241,860) (8,254)

                                                                                            Depreciation of office property, equipment, and leaseholds

                                                                                              29,397  26,370  21,016 

                                                                                            (Gain)/loss on sale of fixed assets and lease abandonment

                                                                                              965  (1,059) 5,896 

                                                                                            Realized (gains)/losses from available-for-sale investments and other investment related             

                                                                                              (15,552) (13,926) (21,432)

                                                                                            Unrealized (gains)/losses on derivatives

                                                                                                (17,389) (21,985)

                                                                                            Amortization of intangible assets

                                                                                              39,912  69,271  72,316 

                                                                                            Amortization of debt related items, net

                                                                                              10,108  16,159  21,341 

                                                                                            Equity based compensation

                                                                                              35,490  40,193  33,681 

                                                                                            Compensation expense for mutual fund incentive program

                                                                                              14,398  36,254  12,401 

                                                                                            Loss on debt transactions

                                                                                              103,726  139,568   

                                                                                            Contingent consideration

                                                                                              (87,200) 29,300   

                                                                                            Intangible asset impairment

                                                                                                586,715   

                                                                                            Net (increase)/decrease in assets (excluding the impact of acquisitions):

                                                                                                      

                                                                                            Management fees, distribution fees and reimbursable fund expenses receivable

                                                                                              12,865  40,712  4,126 

                                                                                            Current taxes receivable/payable

                                                                                              237  (845) 1,507 

                                                                                            Other receivables

                                                                                              851  5,663  11,349 

                                                                                            Other assets

                                                                                              12,730  (3,022) (146)

                                                                                            Net increase/(decrease) in liabilities (excluding the impact of acquisitions):

                                                                                                      

                                                                                            Accrued compensation and other expenses

                                                                                              (1,299) (7,125) 59,754 

                                                                                            Accounts payable

                                                                                              (5,761) (2,816) (1,257)

                                                                                            Other liabilities

                                                                                              (2,595) (48,108) (4,011)

                                                                                            Other

                                                                                              (1) 256  58 
                                                                                                    

                                                                                            Net cash provided by operating activities

                                                                                              145,624  60,148  180,952 
                                                                                                    

                                                                                            Cash flows from financing activities:

                                                                                                      

                                                                                            Proceeds from loans and notes payable, net of premium and discount

                                                                                              3,061,251  2,135,563  428,525 

                                                                                            Repayments of notes and loans payable

                                                                                              (3,096,942) (1,885,251) (93,000)

                                                                                            Debt issuance costs

                                                                                              (13,442) (24,018) (14,960)

                                                                                            Purchase of noncontrolling interests

                                                                                              (4,322) (86) (30,825)

                                                                                            Payments to noncontrolling interests less than/(in excess of) income

                                                                                              (9,727) 17,483  (1,166)

                                                                                            Dividends paid

                                                                                              (74)    

                                                                                            Conversion of right to receive class A units into class A units

                                                                                              (2,937) (3,744)  

                                                                                            Deferred and restricted class A unit payouts

                                                                                              (86) (299) (97)
                                                                                                    

                                                                                            Net cash provided by/(used in) financing activities

                                                                                              (66,279) 239,648  288,477 
                                                                                                    

                                                                                            Cash flows from investing activities:

                                                                                                      

                                                                                            Gresham acquisition

                                                                                                (3,274) (285,127)

                                                                                            Winslow acquisition additional consideration

                                                                                                (157,185) (6,500)

                                                                                            HydePark acquisition additional consideration

                                                                                                  (1,500)

                                                                                            Purchase of office property and equipment

                                                                                              (18,712) (44,176) (49,791)

                                                                                            Proceeds from sales of investment securities

                                                                                              65,139  37,994  43,202 

                                                                                            Purchases of investment securities

                                                                                              (57,985) (44,435) (65,154)

                                                                                            Purchases of securities for mutual fund incentive program

                                                                                              (35,053) (14,966) (30,300)

                                                                                            Distributions from consolidated variable interest entities

                                                                                              1,405  4,321   

                                                                                            Net change in consolidated funds

                                                                                              (26,664) 199,382  (107,867)

                                                                                            Other

                                                                                              180     
                                                                                                    

                                                                                            Net cash used in investing activities

                                                                                              (71,690) (22,339) (503,037)
                                                                                                    

                                                                                            Effect of exchange rate changes on cash and cash equivalents

                                                                                              109  (44) (21)

                                                                                            Increase/(decrease) in cash and cash equivalents

                                                                                              7,764  277,413  (33,629)

                                                                                            Cash and cash equivalents:

                                                                                                      

                                                                                            Beginning of year

                                                                                              747,468  470,055  479,008 

                                                                                            Cash acquired—Gresham acquisition, including Gresham consolidated funds

                                                                                                  24,676 
                                                                                                    

                                                                                            End of year

                                                                                             $755,232 $747,468 $470,055 
                                                                                                    
                                                                                                    

                                                                                            See accompanying notes to consolidated financial statements.


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                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/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

                                                                                            General Information

                                                                                                    Nuveen Investments, Inc. and its subsidiaries (the "Company," or "Nuveen," or "Nuveen Investments") provide investment management and related services to retail and institutional investors. The Company markets a wide range of specialized investment solutions which provide investors access to the capabilities of its boutique investment management affiliates: Nuveen Asset Management, LLC ("NAM"), Symphony Asset Management LLC ("Symphony"), NWQ Investment Management Company, LLC ("NWQ"), Santa Barbara Asset Management, LLC ("Santa Barbara"), Tradewinds Global Investors, LLC ("Tradewinds"), Winslow Capital Management, LLC ("Winslow") and Gresham Investment Management LLC ("Gresham").

                                                                                                    The Company offers investment management capabilities across a diversified set of asset classes and investment strategies through its investment management affiliates, including municipal bond, investment grade, global and high-yield bond, floating-rate bank loan, preferred securities, growth equity, value equity, global and international equity, equity income, core equity, equity index, quantitative and enhanced equity, asset allocation, balanced strategies, real asset and commodity. The investment management affiliates are supported by its scaled shared services platform, through which the Company provides assistance in distribution, marketing, product development and operations. Nuveen provides investment management services through the investment products that it develops, markets and distributes, including open-end mutual funds ("open-end funds" or "mutual funds"), closed-end exchange-traded funds ("closed-end funds"), managed accounts, collateralized loan/debt obligations ("CLO/CDOs"), commodity exchange-traded products, private funds and Undertakings for Collective Investments in Transferable Securities funds ("UCITS funds"). In addition, Nuveen provides investment management services on a direct basis or through sub-advisory relationships. Most of the investment management capabilities are offered in multiple product wrappers in order to provide customized investment solutions for investors. Although the Company offers a wide range of investment products and services, it operates in one business segment.

                                                                                            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


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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)


                                                                                            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.

                                                                                                    Theaccompanying consolidated financial statements include the accounts of Nuveen Investments, Inc., its majority-owned subsidiaries, and certain funds which we arethe Company is required to consolidate (as further discussed in Note 12,(refer to Note3, "Consolidated Funds"Variable Interest Entities"), and have been prepared in conformity with U.S. generally accepted accounting principles.principles ("U.S. GAAP"). All significant intercompany transactions and accounts have been eliminated in consolidation. The Company makes reference to U.S. GAAP issued by the Financial Accounting Standards Board ("FASB") as either: the "Codification," "FASB ASC," or "Topic" before the Codification topic reference number.

                                                                                                    The Company acquired 60% of both Gresham Investment Management, LLC and its subsidiaries offer high-quality investment capabilities through branded investment teams: NWQ, specializing in value-style equities; NuveenGresham 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"(collectively, "Gresham"). 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-KGresham acquisition closing on MarchDecember 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,2011, only the Company's consolidated financial statements included herein have been revised to reflectof operations for the revisions described below, noneyears ended December 31, 2013 and 2012 include the results 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 recordedGresham.


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                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            2.1. 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.

                                                                                            OtherUse of Estimates

                                                                                                    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

                                                                                                    TheseThe accompanying consolidated 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.flows.

                                                                                            Cash and Cash EquivalentsOther

                                                                                                    Cash and cash equivalentsCertain amounts in the prior year financial statements have been reclassified to conform to the 2013 presentation. These reclassifications include cashthe presentation of "Income from CLOs/CDOs" on hand, investment instruments with maturitiesthe consolidated statements of three months or less and other highly liquid investments, including money market funds, which are readily convertible to cash.operations. Amounts presented on our consolidated balance sheets approximate fair value. Included in cashthis line item were previously presented in "Investment advisory fees from assets under management" 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"Performance fees/other revenue." In addition, "Contingent consideration" is presented 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,


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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)


                                                                                            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"Operating other" 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 matureconsolidated statements of operations. In prior years, contingent consideration was included 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 "Total operating expenses." Finally, "Other income/(expense)—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 and "net interest income/(expense)—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 equityvariable interest but the benefits and risks associated with non-equity components of the Company's relationship with the investment


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                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            (entities" presented 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.


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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)

                                                                                                    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 hasprior years have 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)"combined into one line item on the Company's consolidated statementstatements of operations in "Consolidated VIEs and funds, net." These reclassifications had no effect on net 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.


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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)shareholders' equity.

                                                                                            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 datesdate 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 awardUnderwriting 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,Distribution Revenue 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)Distribution Expense

                                                                                                    The Company's accumulatedCompany earns revenue upon the sale or distribution of mutual funds and upon the public offering of new closed-end exchange-traded funds. Distribution revenue is allowed by Securities and Exchange Commission Rule 12b-1, which provides for a service fee to compensate securities dealers for providing continuing financial advice and other comprehensive income/(loss) ("AOCI"), whichservices to investors, and is based on a separate componentpercentage of shareholders' equity, consists of: (1) changes in unrealized gainsassets under management. Contingent deferred sales charges are deferred when received and lossesamortized as revenue over the period the related advanced commissions are amortized. Underwriting revenue is earned based 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 resultedparticipation in a realized loss of $5.1 million. During 2008, the Company realizedsyndicate or selling group for a loss of approximately $19.3 million (net of tax) fornew closed-end fund.


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                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            2.1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


                                                                                            other-than-temporarily-impaired investments. As a result ofDistribution revenue retained by the liquidations and charge-off for other-than-temporarily impaired investments, approximately $24.4 million of losses were reclassified out of unrealized lossCompany (i.e., not passed through to third party distribution firms) is included in AOCI"Product distribution" on the accompanying consolidated statements of operations.

                                                                                                    Distribution expense consists primarily of certain payments made to distribution partners pursuant to third party distribution arrangements for certain Class C share assets, which are calculated as a percentage of average assets under management, commissions paid to broker/dealers on the sale of Class A shares at net asset value, and instead, reflectedother marketing expenses, including marketing expenses associated with marketing support arrangements with the Company's distribution partners. Distribution expense also includes the amortization of advanced commissions.

                                                                                            Income from CLOs/CDOs

                                                                                                    Income from consolidated CLOs/CDOs represents the retained income earned by the Company in realized losses included in "Other Income/(Expense)"connection with the consolidated CLOs/CDOs attributed to the collateral management agreement with the CLOs/CDOs.

                                                                                            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 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 tobalance sheets approximate fair value.

                                                                                                    ForThe Company maintains cash at federally insured banking institutions, which can exceed the period from January 1, 2007 to November 13, 2007, the Company recordedFederal Deposit Insurance Corporation's ("FDIC") insurance coverage, and as a net lossresult, there is a concentration of approximately $0.1 million (net of tax) in AOCIcredit risk related to unrealized losses on investment securities classified as available-for-sale. During this time, certain available-for-sale securities were liquidated that resultedamounts in excess of FDIC insurance coverage.

                                                                                            Cash Segregated in Compliance with Federal and Other Regulations

                                                                                                    Cash Segregated in Compliance with Federal and Other Regulations represents cash segregated in a realizedspecial reserve account for the benefit of customers under rule 15c3-3 of the Securities and Exchange Commission.

                                                                                            Securities Transactions

                                                                                                    Securities transactions, other than those entered into by the Company's broker-dealer subsidiary, are recorded on a trade date basis. Securities transactions entered into by the Company's broker-dealer are recorded on a settlement date basis, which is generally three business days after the trade date. The differences between trade date accounting and settlement date accounting are not material. Refer to the "Investments" section below for a discussion of the Company's securities transactions, excluding those of the Company's broker-dealer. Securities owned by the Company's broker-dealer are valued at market value, with profit and 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)"accrued on unsettled transactions based 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.trade date.


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            2.1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                                                                                            Investments

                                                                                                    The next source of activity in AOCI relates toaccounting method used for the Company's pensioninvestments is dependent upon the type of financial interest the Company has in the investment. For investments where the Company can exert control over financial and post-retirement plans. Asoperating policies of the investment entity, 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 entity, including debt, investment advisory and other similar arrangements, in accordance with FASB ASC 810—Consolidation. (Refer to Note 3, "Consolidated Variable Interest Entities" for further information).

                                                                                                    For purposes of the following discussion on the Company's investments being classified as either held-to-maturity, trading, or available-for-sale, "Investments from consolidated variable interest entities" are excluded from the discussion below. "Investments from consolidated variable interest entities" relate to underlying securities from CLOs and CDO that the Company is required to consolidate into its financial results. These underlying investments in CLOs and CDOs are further discussed in Note 13, "Retirement Plans,3, "Consolidated Variable Interest Entities."

                                                                                                    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)" SFAS No. 158, "Employers' Accountingon the accompanying statement of operations.

                                                                                                    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 operations. Refer to Note 5, "Fair Value Measurements" for Defined Benefit Pension and Other Postretirement Plans" ("SFAS No. 158") requires that companies recognize in AOCI (neta summary of tax)the cost, gross unrealized holdings gains, orgross unrealized holding losses, and prior service costs or credits that arise duringfair value of available-for-sale security type as well as the aging of investments with unrealized losses at December 31, 2013 and December 31, 2012.

                                                                                                    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 but are not recognized as components of net periodic benefit cost pursuant to SFAS No. 87, "Employers' Accountingtime. The Company recorded an other-than-temporary impairment of $44 thousand 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.2013. 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 yearyears ended December 31, 2008,2012 and 2011, 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 presenteddid not record any other-than-temporary impairments 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 theavailable-for-sale securities.


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            2.1. 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.

                                                                                            GoodwillFurniture, Equipment and Leasehold Improvements

                                                                                                    SFAS No. 142, "GoodwillFurniture and Other Intangible Assets"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.

                                                                                                    Furniture, equipment and leasehold improvements at December 31 consists of:

                                                                                             
                                                                                             2013 2012 

                                                                                            Furniture and equipment

                                                                                             $154,910 $139,394 

                                                                                            Leasehold improvements

                                                                                              49,117  49,869 
                                                                                                  

                                                                                              204,027  189,263 

                                                                                            Less accumulated depreciation and amortization

                                                                                              114,071  87,487 
                                                                                                  

                                                                                            Furniture, equipment, and leasehold improvements, net

                                                                                             $89,956 $101,776 
                                                                                                  
                                                                                                  

                                                                                            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.

                                                                                            Software Costs

                                                                                                    The Company follows FASB ASC 350 in accounting for internal use software. Capitalized software costs are included within "Furniture, Equipment, and Leasehold Improvements" on the accompanying consolidated balance sheets and are amortized over the estimated useful life of the software (generally three to five years) beginning when the software project is complete and placed into service. During 2013, 2012 and 2011, the Company capitalized $9.2 million, $18.1 million and $14.2 million, respectively, for costs incurred in connection with developing software for internal use.

                                                                                            Goodwill and Intangibles

                                                                                                    In accordance with FASB ASC 350, "Intangibles—Goodwill and Other" ("SFAS No. 142"ASC 350") requires that, goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead thatare not amortized. Instead, they beare tested for impairment at least annually using a two-step process.approach (the "goodwill impairment test"). Intangible assets with definite useful lives are amortized over their useful lives.

                                                                                            The Predecessor utilized May 31 as itsCompany's measurement date for its annual goodwill impairment test is December 31.

                                                                                                    FASB ASC 350 requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the annual SFAS No. 142fair 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;

                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                                                                                              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 FASB ASC 360-10, "Long Lived Assets," of a significant asset group within a reporting unit.

                                                                                            Overview of the Goodwill Impairment Test and the Company's Results

                                                                                                    A two-step approach is required by FASB ASC 350 for the goodwill impairment test. Step 1 is to determine the carrying value of a reporting unit and compare it to the reporting unit's fair value. Step 2 is performed to determine whether there is an impairment loss and the amount of such loss. If the fair value exceeds the carrying value, then there is no indication of impairment. If the fair value does not exceed the carrying value, then Step 2 is to calculate the impairment loss. The Successor has chosen December 31difference between the carrying value of the goodwill and its implied fair value should be recognized as an expense in the period in which the impairment occurs.

                                                                                            Determination of Reporting Units Utilized by the Company

                                                                                                    The Company utilizes reporting units in categories of investment products and services: retail advisory, institutional, and structured products. The Company also utilizes a "corporate" reporting unit for its measurement dategoodwill impairment tests, which is mainly used 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,Company's tradename intangible asset that was recorded as a result of the recent steep global economic decline that first began at the end ofMDP-led buyout in November 2007 the Successor has identified approximately $1.1 billion of(the "MDP Transactions").

                                                                                                    The Company's goodwill 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 only, 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 and management accountability. While the Company maintains and reports sales, net flows, assets under management, revenue and performance by product group, (e.g., managed accounts, mutual funds, closed-end funds), it does not manage expenses by product group. Due to the Company's centralized structure, the Company does not have discrete financial information by product line. Allocations of costs were made to the four reporting units for purposes of the impairment test using various estimates and assumptions.

                                                                                            Valuation Methodology

                                                                                                    For the valuation methodology usedutilized in the SFAS No. 142goodwill impairment test,tests, 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 Multi-Period Excess Earnings approach was utilized to value certain investment management contracts and the Relief from Royalty approach was utilized to value the Tradenametradename as part of the SFAS No. 142goodwill impairment test valuation.


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                                                                                                    TheEach approach was considered for appropriateness to the Company's SFAS No. 142 goodwill impairment test involves the usebusiness. Management 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,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 the Company's reporting units, the Income Approach and Market Approach were applied. Specifically, the Income Approach incorporated the use of differentthe Discounted Cash Flow Method and the Market Approach incorporated the use of the Guideline Company Method. The approaches were weighted as follows:

                                                                                            Reporting Units
                                                                                            Approach to ValueValuation MethodWeighting

                                                                                            Corporate

                                                                                            Income ApproachDiscounted Cash Flow100%

                                                                                            Retail Advisory

                                                                                            Income ApproachDiscounted Cash Flow50%

                                                                                            Market ApproachGuideline Company50%

                                                                                            Institutional

                                                                                            Income ApproachDiscounted Cash Flow50%

                                                                                            Market ApproachGuideline Company50%

                                                                                            Structured Products

                                                                                            Income ApproachDiscounted Cash Flow50%

                                                                                            Market ApproachGuideline Company50%

                                                                                                    Significant forecast assumptions may have resultedused in recognizingthe Income Approach include: revenue growth rate; gross profit; operating expenses as a different amountpercent of goodwill impairment.revenue; earnings before interest, taxes, depreciation and amortization ("EBITDA"); capital expenditures; and debt-free net working capital. Significant assumptions used in the Market Approach include a control premium and multiples of indicated total invested capital value to EBITDA. Assumptions inherent in EBITDA estimates include assumptions about: operational risk, growth expectations, and profitability.

                                                                                            2012 Intangible Impairment Analysis

                                                                                                    As a result of outflows in the Company's assets under management during the first half of 2012, the Company performed a valuation analysis of its customer relationships—managed accounts intangible asset under FASB ASC 360, which governs the "Impairment and Disposal of Long-Lived Assets." The Company's customer relationships—managed accounts intangible asset was first recorded in connection with the MDP Transactions. Under FASB ASC 360, the Company determined a valuation as of June 30, 2012 for the customer relationships—managed accounts intangible asset, described above. At the time of the MDP Transactions, the Company recorded $972.6 million for this intangible asset relating to customer relationships on the Company's managed accounts business. The original estimated useful life for this intangible asset was 15 years. Prior to the interim impairment analysis, the carrying value, net of accumulated amortization, for this intangible asset was $672.7 million.

                                                                                                    The 2012 interim impairment test under FASB ASC 360 indicated that the June 30, 2012 fair value for this intangible asset relating to customer relationships on the Company's managed accounts business was $86.0 million, with a new estimated useful life of 7 years.


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            2.1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                                                                                                    PriorAs a result of this new indication of estimated fair value, the Company recorded a $586.7 million impairment charge on this intangible asset at June 30, 2012. This expense is stated separately within the operating expenses section of the Company's consolidated statement of operations for the year ended December 31, 2012.

                                                                                                    This impairment charge reduced future amortization expense for intangible assets. Previously, the Company had been recording approximately $64.8 million of annual amortization expense relating to this one intangible asset. As a result of the new estimated fair value and new estimated useful life, the Company now incurs an annual amortization expense related to this one intangible asset of $12.3 million.

                                                                                                    The impairment charge described above for the Nuveen customer relationships—managed accounts intangible asset decreased the carrying value of the managed accounts reporting unit. In performing "Step 1" of the separate goodwill impairment analysis, the adjusted carrying value of the managed accounts reporting unit was compared to the MDP Transactions,fair value of the Predecessor had goodwill arising from various acquisitions and repurchases of minority interests. At November 13, 2007, goodwill from the Predecessor was written-offmanaged accounts reporting unit. Primarily as a result of purchase accounting for the MDP Transactions.carrying value reduction resulting from the intangible asset impairment described above, and the fact that the related reporting unit includes business operations other than those impacted by the customer relationship intangible impairment described above, the estimated fair value of the reporting unit exceeded the adjusted carrying value of the managed accounts reporting unit. Therefore, there were no additional impairments to goodwill recorded at June 30, 2012.

                                                                                            Reconciliation of Activity in Goodwill

                                                                                                    The following table presents a reconciliation of activity in goodwill from December 31, 20062011 to December 31, 2008,2013, 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 
                                                                                                

                                                                                             
                                                                                             (in 000s) 

                                                                                            Balance at December 31, 2011 and December 31, 2012

                                                                                             $2,791,147 

                                                                                            Winslow

                                                                                              7,973 
                                                                                                

                                                                                            Balance at December 31, 2013

                                                                                             $2,799,120 
                                                                                                

                                                                                            Intangible Assets

                                                                                                    For        The transaction price for the Predecessor, intangible assets consisted primarilyWinslow acquisition from 2008 had potential additional future payments up to a maximum of $180.0 million, based on Winslow reaching specified performance targets for its business. The final payment under the estimated value of customer relationships resulting from the Symphony, NWQ, Santa Barbaraarrangement became due on December 31, 2013 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 assetshas been 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"),additional goodwill.

                                                                                                    At December 31, 2013 and investment contracts—mutual funds ("MF"), are indefinite-lived.

                                                                                                    As mentioned in the "Goodwill" section, above, during2012, the Company's annual SFAS No. 142accumulated goodwill 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.losses totaled $1.1 billion.


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            2.1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                                                                                            Reconciliation of Activity in Intangible Assets

                                                                                                    The following table presents a reconciliation of activity in Intangible Assets from December 31, 20062011 to December 31, 2008,2013, 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 
                                                                                                

                                                                                             
                                                                                             (in 000s) 

                                                                                            Balance at December 31, 2011

                                                                                             $3,369,773 

                                                                                            Impairment on intangible assets:

                                                                                              
                                                                                             
                                                                                             

                                                                                            MDP Transactions—Nuveen customer relationships managed accounts

                                                                                              (586,715)

                                                                                            Amortization of Intangibles:

                                                                                              
                                                                                             
                                                                                             

                                                                                            MDP Transactions—Nuveen customer relationships

                                                                                              (38,562)

                                                                                            Winslow acquisition—

                                                                                                

                                                                                            Trade name

                                                                                              (105)

                                                                                            NYLIM customer relationship

                                                                                              (1,754)

                                                                                            Other customer relationships

                                                                                              (3,481)

                                                                                            FAF acquisition—

                                                                                                

                                                                                            Customer relationships—institutional separately managed accounts

                                                                                              (690)

                                                                                            Customer relationships—retail separately managed accounts

                                                                                              (167)

                                                                                            Customer relationships—FAF research

                                                                                              (1,280)

                                                                                            Gresham acquisition—

                                                                                                

                                                                                            Customer relationships

                                                                                              (20,150)

                                                                                            Other

                                                                                              (3,082)
                                                                                                

                                                                                            Balance at December 31, 2012

                                                                                             $2,713,787 
                                                                                                

                                                                                            Amortization of Intangibles:

                                                                                                

                                                                                            MDP Transactions—Nuveen customer relationships

                                                                                              (12,286)

                                                                                            Winslow acquisition—

                                                                                                

                                                                                            Trade name

                                                                                              (105)

                                                                                            NYLIM customer relationship

                                                                                              (1,754)

                                                                                            Other customer relationships

                                                                                              (3,481)

                                                                                            FAF acquisition—

                                                                                                

                                                                                            Customer relationships—institutional separately managed accounts

                                                                                              (689)

                                                                                            Customer relationships—retail separately managed accounts

                                                                                              (167)

                                                                                            Customer relationships—FAF research

                                                                                              (1,280)

                                                                                            Gresham acquisition—

                                                                                                

                                                                                            Customer relationships

                                                                                              (20,150)
                                                                                                

                                                                                            Balance at December 31, 2013

                                                                                             $2,673,875 
                                                                                                
                                                                                                

                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            2.1. 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, 20082013 and 2007:2012:

                                                                                             
                                                                                             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 
                                                                                                      

                                                                                             
                                                                                             As of December 31, 2013 As of December 31, 2012 
                                                                                             
                                                                                             Gross
                                                                                            Carrying
                                                                                            Amount
                                                                                             Accumulated
                                                                                            Amortization
                                                                                             Gross
                                                                                            Carrying
                                                                                            Amount
                                                                                             Accumulated
                                                                                            Amortization
                                                                                             
                                                                                             
                                                                                             (in 000s)
                                                                                             

                                                                                            Nuveen trade names

                                                                                             $184,900   $184,900   

                                                                                            Nuveen investment contracts—CEF

                                                                                              1,277,900    1,277,900   

                                                                                            Nuveen investment contracts—MF

                                                                                              768,900    768,900   

                                                                                            Nuveen customer relationships—MA

                                                                                              86,000  18,429  86,000  6,143 

                                                                                            Winslow trade name

                                                                                              2,100  527  2,100  422 

                                                                                            Winslow NYLIM customer relationship

                                                                                              22,800  8,797  22,800  7,044 

                                                                                            Winslow other customer relationships

                                                                                              38,300  17,465  38,300  13,983 

                                                                                            FAF investment contracts—MF

                                                                                              78,800    78,800   

                                                                                            FAF customer relationships—Inst SMA

                                                                                              6,200  2,067  6,200  1,378 

                                                                                            FAF customer relationships—Retail SMA

                                                                                              2,000  500  2,000  333 

                                                                                            FAF customer relationships—FAF research

                                                                                              6,400  3,840  6,400  2,560 

                                                                                            FAF investment contracts—CEF

                                                                                              1,300    1,300   

                                                                                            Gresham customer relationships

                                                                                              282,100  40,300  282,100  20,150 

                                                                                            Gresham trade name

                                                                                              8,100    8,100   

                                                                                            Gresham other

                                                                                              3,082  3,082  3,082  3,082 
                                                                                                      

                                                                                            Total

                                                                                             $2,768,882 $95,007 $2,768,882 $55,095 
                                                                                                      
                                                                                                      

                                                                                                    Of the four Nuveen intangible assets presented above resulting from the MDP Transactions, only one, Nuveen customer relationships, is amortizable, with a new estimated useful life of 7 years (refer to "2012 Intangible Impairment Analysis" section, above). The remaining Nuveen intangible assets resulting from the MDP Transactions presented above are indefinite-lived, and therefore, determined to be unamortizable.

                                                                                                    The estimated useful lives of the Winslow intangible assets are 20 years for the Winslow Capital trade name, 13 years for the Winslow Capital NYLIM customer relationship, and 11 years for all other Winslow Capital customer relationships.

                                                                                                    Of the FAF intangible assets acquired, investment contracts for mutual funds and closed-end funds are considered indefinite-lived and determined to be not amortizable. The estimated useful lives of the remaining FAF intangible assets are 9 years for the customer relationships—institutional separately managed accounts intangible asset, 12 tears for the FAF customer relationships -retail separately managed accounts intangible asset, and 5 years for the FAF customer relationships—FAF research intangible asset.


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                                                                                                    For the yearGresham acquisition, of the intangible assets acquired, the Gresham trade name is considered indefinite-lived and was determined to be not amortizable. The Gresham customer relationships intangible asset is being amortized over its estimated useful life of 14 years. The other Gresham intangible asset was amortized over one year.

                                                                                                    For the years ended December 31, 20082013, 2012 and 2011, the period from November 14, 2007 to December 31, 2007, the Successor'sCompany recorded $39.9 million, $69.3 million and $72.3 million of amortization expense, relating to the Successor's one amortizablerespectively, for all intangible asset was $64.8 million and $8.1 million, respectively.assets.

                                                                                                    The approximate useful life of this intangible asset, Customer Relationships—MA, is 15 years. The estimated aggregate amortization expense for each of the next five years for all intangible assets is approximately $64.8 million.$39.9 million in each year from 2014 to 2015 and $38.6 million in each year from 2016 to 2018.

                                                                                                    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 endedAt December 31, 2006,2013 and 2012, the aggregate amortization expense relating to the Predecessor's amortizableCompany's accumulated intangible assets wasasset impairment losses totaled 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.$1.5 billion, respectively.

                                                                                            Other Receivables and Other Short-Term Liabilities

                                                                                                    Included in other receivables and other liabilities (short-term and long-term) are receivables from and payables to broker-dealers and customers, primarily in conjunction with unsettled trades, as well astrades. Also included in other receivables are various deposits. Other liabilities include amounts accrued for investments soldthe Company's pension and payables for investments purchased related to funds that the Company is required to consolidatepost-retirement plans (refer to Note 12, "Consolidated Funds,"9, "Retirement Plans" for additional information). At December 31, 2008information.)

                                                                                                    Significant components included in "Other Receivables" 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"Other Liabilities" on the Company's consolidated funds were approximately $2.7 million and $18.6 millionbalance sheets at December 31, 20082013 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.2012 are:

                                                                                             
                                                                                             2013 2012 
                                                                                             
                                                                                             (in 000s)
                                                                                             

                                                                                            Other Receivables:

                                                                                                   

                                                                                            Receivables due from broker-dealers

                                                                                             $250 $304 

                                                                                            Deposits

                                                                                              11,874  7,861 

                                                                                            Receivables due from Nuveen sponsored funds

                                                                                              2,497  1,982 

                                                                                            Other Liabilities:

                                                                                              
                                                                                             
                                                                                              
                                                                                             
                                                                                             

                                                                                            Pension and post-retirement plan liabilities

                                                                                              21,182  37,358 

                                                                                            Deferred rent

                                                                                              9,675  6,744 

                                                                                            Winslow contingent consideration

                                                                                              15,065   

                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            2.1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                                                                                            Other Assets

                                                                                                    AtSignificant components included in "Other Assets" on the Company's consolidated balance sheets at December 31, 20082013 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. 2012 are:

                                                                                             
                                                                                             2013 2012 
                                                                                             
                                                                                             (in 000s)
                                                                                             

                                                                                            Prepaid retention

                                                                                              2,946  13,842 

                                                                                            Commissions advanced for sales of mutual funds shares*

                                                                                              2,754  6,164 

                                                                                            Other prepaid expenses

                                                                                              10,025  8,301 

                                                                                            *
                                                                                            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.

                                                                                            Contingent Consideration

                                                                                                    Contingent consideration represents potential additional payments associated with an acquisition, based on the outcome of future events. In accordance with FASB ASC 850, "Business Combinations," the Company recognizes the fair value of any contingent consideration at the date of acquisition. Contingent consideration will be classified as a liability when the Company is obligated to pay cash or transfer other assets to the seller. Contingent consideration will be classified as equity when the Company is obligated to issue shares or the seller has the option to elect settlement in equity shares. Contingent consideration classified as a liability is remeasured to fair value at each balance sheet date until the contingency is resolved, with changes recognized in earnings. The changes in fair value include both the time value of money, which will accrete with the passage of time, and revisions to estimates of the amount and/or timing of the contingent consideration payment. Refer to Note 2, "Gresham Acquisition," for information regarding the $37.2 million and $124.4 million recorded on the Company's consolidated balance sheets at December 31, 2013 and 2012, respectively.

                                                                                            Noncontrolling Interests

                                                                                                    In accordance with FASB ASC 810-10, the Company reports noncontrolling interests separate from the Company's equity on the accompanying consolidated balance sheets.

                                                                                            Redeemable Noncontrolling Interests—Gresham

                                                                                                    In connection with the Gresham acquisition (which closed on December 31, 2011), the Company recorded redeemable noncontrolling interests and other (non-redeemable) noncontrolling interests, collectively, for the 40% equity interests not purchased by Nuveen. The portion of the 40% equity interests reflected as "Redeemable Noncontrolling Interests" on the accompanying consolidated balance sheets represents interests where the holder has the option to require the Company to purchase its interests at the later of the holder's death, permanent incapacity, or the fifth anniversary of the


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                                                                                            Gresham acquisition date. The other (non-redeemable) noncontrolling interests represent the remainder of the 40% equity interests not purchased by Nuveen and are included in "Noncontrolling Interests" on the accompanying consolidated balance sheets. (Refer to "Other Noncontrolling Interests," section below, for additional information about the Gresham (non-redeemable) noncontrolling interests).

                                                                                                    Under purchase accounting required by Codification, the Company is required to initially record the amount of redeemable noncontrolling interests at fair value. Subsequent to recording the fair value of the redeemable noncontrolling interests on the acquisition date, the Company adjusts the redeemable noncontrolling interests to the greater of the current redemption value or the FASB ASC 810-10 basis of the interest.

                                                                                                    The Company originally recorded the redeemable noncontrolling interests associated with the Gresham acquisition at $193.3 million, the fair value of the redeemable noncontrolling interests on the date of the Gresham acquisition. Management of the Company engaged outside valuation consultants to assist in the initial determination of the fair value for these redeemable noncontrolling interests at December 31, 2011.

                                                                                                    In subsequent periods, on an annual basis, the Company determines the redeemable value of the Gresham redeemable noncontrolling interests. The redemption value of the Gresham redeemable noncontrolling interests will be calculated based on multiples (not market multiples) and run rates, as defined in the Gresham purchase agreement. As long as the redeemable value is at or below the fair value recorded at the time of the acquisition, no adjustment to the Gresham redeemable noncontrolling interests will be recorded. However, if the redeemable value exceeds the fair value recorded at the time of the Gresham acquisition, the change in redemption value for the Gresham redeemable noncontrolling interests will be recorded and will impact shareholder's equity of Nuveen. During 2012 and 2013, there were no adjustments made that were related to increases in the redeemable value of Gresham redeemable noncontrolling interests. At December 31, 2013 and 2012, the Company had $194.1 million and $201.8 million, respectively, recorded on its consolidated balance sheets for Gresham redeemable noncontrolling interests.

                                                                                            Redeemable Noncontrolling Interests—Affiliate Equity Plans

                                                                                                    As further discussed in Note 4, "Equity-Based Compensation," the Company implemented affiliate equity programs during 2011 and 2012. The holders of certain of these equity interests have the option to require the Company to purchase their interests at the later of the holder's death or permanent incapacity. At December 31, 2013 and 2012, the amount included in the Company's consolidated balance sheet for these redeemable noncontrolling interests is $82.6 million and $40.7 million, respectively.

                                                                                            Other Noncontrolling Interests

                                                                                                    In addition to "Redeemable Noncontrolling Interests" reflected as a separate line item on the Company's consolidated balance sheets, the Company also has "Noncontrolling Interests" reflected on


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                                                                                            its December 31, 2013 and 2012 consolidated balance sheets. "Noncontrolling Interests" at December 31, 2013 and 2012 are comprised of the following three components: noncontrolling interests associated with the Gresham acquisition, noncontrolling interests for Gresham consolidated funds, and noncontrolling interests for certain affiliate equity programs.

                                                                                                    As discussed in the "Redeemable Noncontrolling Interests—Gresham," section above, the Company recorded "Noncontrolling interests" for the Gresham acquisition, representing the remainder of the equity interests not purchased by Nuveen which were not classified as "redeemable noncontrolling interests." At December 31, 2013 and 2012, the noncontrolling interests related to the Gresham acquisitions are $41.8 million and $44.2 million, respectively, representing the 10.2% and 8.7% ownership by others. These amounts are included in "Noncontrolling Interests" on the Company's December 31, 2013 and 2012 consolidated balance sheets.

                                                                                                    Also included in "Other Assets""Noncontrolling Interests" on the Company's consolidated balance sheets at December 31, 20082013 and 2007,2012 are approximately $4.0 million and $4.4 million, respectively, of deferred issuance costs from the CLOcertain Gresham funds which the Company is required to consolidate into its financial statements. At December 31, 2013 and 2012, the amounts included in "Noncontrolling Interests" on the Company's consolidated balance sheets for these Gresham funds are $15.4 million and $8.5 million, respectively.

                                                                                                    Finally, included in "Noncontrolling Interests" on the Company's consolidated balance sheets at December 31, 2013 and 2012 are amounts for affiliate equity programs (discussed further in Note 4, "Equity-Based Compensation") that do not give the holder the option to require the Company to purchase their interests at the later of the holder's death or permanent incapacity. At December 31, 2013 and 2012, the amounts included in "Noncontrolling Interests" on the Company's consolidated balance sheets for such affiliate equity programs are $11.6 million and $9.2 million, respectively.

                                                                                            Accounting for Changes in Noncontrolling Interests

                                                                                                    Under FASB ASC 810-10-65, 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 interests are adjusted shall be recognized in equity attributable to the parent.

                                                                                                    Noncontrolling interests will change from period to period due to the allocation of the noncontrolling interests' pro-rata share of income/(loss). Reductions in noncontrolling interests will also occur for any distributions made to the noncontrolling interests.

                                                                                                    Under FASB ASC 810-10-65, any repurchases of noncontrolling interests are reflected in the "Cash Flows from Financing Activities" section of the Company's consolidated statements of cash flows.

                                                                                            Appropriated Retained Earnings of Consolidated Variable Interest Entities

                                                                                                    In connection with the Company's implementation of FASB ASC 810 for Variable Interest Entities as of January 1, 2010 (refer to Note 12,3, "Consolidated Funds,Variable Interest Entities" for additional


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                                                                                            information), the Company began to present "Appropriated Retained Earnings of Consolidated Variable Interest Entities," on its consolidated balance sheet, which represents the equity of the consolidated variable interest entities.

                                                                                            Accumulated Other Comprehensive Income/(Loss)

                                                                                                    Accumulated other comprehensive income/(loss) ("AOCI"), a separate component of equity, on the Company's consolidated balance sheets 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 the funded status of the Company's qualified pension and post-retirement plans (recorded net of tax) (refer to Note 9, "Retirement Plans," for additional information); (4) unrealized gains/(losses) on the Company's cash flow hedges (refer to Note 7, "Derivative Financial Instruments" for additional information); and (5) foreign currency translation adjustments.

                                                                                                    The following table presents accumulated other comprehensive income/(loss) at December 31, 2013 and 2012, as presented on the Company's consolidated balance sheets:

                                                                                             
                                                                                             12/31/13 12/31/12 
                                                                                             
                                                                                             (in 000s)
                                                                                             

                                                                                            Unrealized gains on available-for-sale securities, net of tax

                                                                                             $10,113 $6,314 

                                                                                            Funded status of retirement plans, net of tax

                                                                                              (12,434) (19,409)

                                                                                            Foreign currency translation adjustment

                                                                                              8  (101)

                                                                                            Fair value of derivatives, net of tax

                                                                                              21,305   
                                                                                                  

                                                                                            Accumulated Other Comprehensive Income/(Loss)

                                                                                             $18,992 $(13,196)
                                                                                                  
                                                                                                  

                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                                                                                                    The following table presents a reconciliation of the activity by component of the AOCI amounts included on the Company's consolidated balance sheets at December 31, 2013 and 2012 (in 000s):

                                                                                             
                                                                                             Gains/(Losses) on
                                                                                            Available for Sale
                                                                                            Securities
                                                                                             Funded Status
                                                                                            Retirement Plans
                                                                                             Cash
                                                                                            Flow Hedges
                                                                                             Translation
                                                                                            Gains/(Losses)
                                                                                             Total AOCI 

                                                                                            Balance at December 31, 2011

                                                                                             $1,153 $(16,842)$ $(57)$(15,746)

                                                                                            Other comprehensive income/(loss) before reclassification adjustments

                                                                                              5,617  (4,850)   (22) 745 

                                                                                            Amounts reclassified from AOCI to the statement of operations

                                                                                              (456) 2,283    (22) 1,805 
                                                                                                        

                                                                                            Net other comprehensive income/(loss)

                                                                                              5,161  (2,567)   (44) 2,550 
                                                                                                        

                                                                                            Balance at December 31, 2012

                                                                                             $6,314 $(19,409)$ $(101)$(13,196)
                                                                                                        
                                                                                                        

                                                                                            Other comprehensive income/(loss) before reclassification adjustments

                                                                                              7,574  4,398  21,305  (140) 33,137 

                                                                                            Amounts reclassified from AOCI to the statement of operations

                                                                                              (3,775) 2,577    249  (949)
                                                                                                        

                                                                                            Net other comprehensive income

                                                                                              3,799  6,975  21,305  109  32,188 
                                                                                                        

                                                                                            Balance at December 31, 2013

                                                                                             $10,113 $(12,434)$21,305 $8 $18,992 
                                                                                                        
                                                                                                        

                                                                                                    Of the Company's four AOCI components described, above, the unrealized gains/(losses) related to the Company's cash flow hedges does not include any amounts reclassified to the Company's statement of operations. As further described in Note 7, "Derivative Financial Instruments," in May of 2013, the Company entered into four forward-starting interest rate swap transactions, which were designated as cash flow hedges of interest rate risk. At December 31, 2013, the Company had $33.8 million recorded as the fair value of open derivatives in the assets section of its consolidated balance sheet. The effective portion of the changes in the fair value of these derivatives is recorded net of tax in AOCI. Such amounts recorded in AOCI will be reclassified into earnings during the period in which the hedged transactions affect earnings. The ineffective portion of the change in the fair value of these derivatives will be recognized directly into earnings. Amounts reported in AOCI related to these derivatives will be reclassified to interest expense as settlement payments on these forward-starting interest rate swap transactions are made. As these forward-starting interest rate swap transactions become effective on December 31, 2014, changes to AOCI related to these four interest rate swap transactions do not include any amounts reclassified to earnings for the year ended December 31, 2013.


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                                                                                                    The following table provides information on items not reclassified in their entirety from AOCI to net income in the Company's consolidated statements of operations (in 000s):

                                                                                            AOCI Components
                                                                                             For the Year Ended
                                                                                            December 31, 2013
                                                                                             Affected Line Item(s) in the
                                                                                            Consolidated Statements of Operations

                                                                                            Investments

                                                                                                 

                                                                                            Fair value gains/(losses) on Investments

                                                                                             $3,775 Other Income/(Expense)

                                                                                            Retirement Plans

                                                                                              
                                                                                             
                                                                                             

                                                                                             

                                                                                            Funded status of retirement plans

                                                                                              (2,577)Operating Expense

                                                                                            Foreign Currency Impact

                                                                                              
                                                                                             
                                                                                             

                                                                                             

                                                                                            Foreign currency translation gains

                                                                                              (249)Other Income/(Expense)

                                                                                            AOCI Components

                                                                                             

                                                                                            For the Year Ended
                                                                                            December 31, 2012

                                                                                             

                                                                                            Affected Line Item(s) in the
                                                                                            Consolidated Statements of Operations

                                                                                            Investments

                                                                                                 

                                                                                            Fair value gains/(losses) on Investments

                                                                                             $456 Other Income/(Expense)

                                                                                            Retirement Plans

                                                                                              
                                                                                             
                                                                                             

                                                                                             

                                                                                            Funded status of retirement plans

                                                                                              (2,283)Operating Expense

                                                                                            Foreign Currency Impact

                                                                                              
                                                                                             
                                                                                             

                                                                                             

                                                                                            Foreign currency translation gains

                                                                                              22 Other Income/(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) (excluding VIEs)

                                                                                                    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.


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                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                                                                                                    The following is a summary of other income/(expense) for the years ended December 31, 2013, 2012 and 2011:

                                                                                            For the year ended
                                                                                             12/31/13 12/31/12 12/31/11 
                                                                                             
                                                                                             (in 000s)
                                                                                              
                                                                                             

                                                                                            Gains/(losses) on investments

                                                                                             $7,605 $22,583 $35,620 

                                                                                            Transaction costs

                                                                                              (261) 890  (8,535)

                                                                                            Loss on debt transactions

                                                                                              (103,726) (143,274)  

                                                                                            Miscellaneous income/(expense)

                                                                                              (409) (250) 2,890 
                                                                                                    

                                                                                            Total

                                                                                             $(96,791)$(120,051)$29,975 
                                                                                                    
                                                                                                    

                                                                                                    Total other expense for the year ended December 31, 2013 is approximately $96.8 million. Included in gains/(losses) on investments are $3.3 million of realized gains on the sale of investments. Transaction costs represents expenses associated with acquisition activities. Included in the loss on debt transactions are call premiums of $35.6 million that were paid in connection with the refinancing of loans under the senior secured credit facility and $68.0 million of expense for the acceleration of the remaining unamortized discount and debt issuance costs related to such loans.

                                                                                                    Total other expense for the year ended December 31, 2012 is approximately $120.1 million. Included in gains/(losses) on investments are $17.4 million of unrealized gains on derivative transactions. Transaction costs represents expenses associated with acquisition activities. Included in the $143.3 million loss on debt transactions are: a $30.0 million call premium, $52.5 million of accelerated expense related to the then-remaining unamortized costs associated with the February 29, 2012 debt transactions, as well as $39.1 million in tender premium, $3.7 million in call premium, consent fees and amendment fees, and $17.6 million of accelerated expense relating to the then-remaining unamortized costs associated with the September 19, 2012 debt transactions (refer to Note 6, "Debt," for additional information).

                                                                                                    Total other income for the year ended December 31, 2011 is approximately $30.0 million. Included in gains/(losses) on investments are $22.0 million of unrealized gains on derivative transactions. Transaction costs represents expenses associated with acquisition activities.

                                                                                            Net Interest Expense (excluding VIEs)

                                                                                                    The following is a summary of Net Interest Expense for the years ended December 31, 2013, 2012 and 2011:

                                                                                            For the year ended
                                                                                             12/31/13 12/31/12 12/31/11 
                                                                                             
                                                                                             (in 000s)
                                                                                             

                                                                                            Dividends and interest income

                                                                                             $5,885 $5,290 $3,685 

                                                                                            Interest expense

                                                                                              (289,644) (345,560) (324,101)
                                                                                                    

                                                                                            Total

                                                                                             $(283,759)$(340,270)$(320,416)
                                                                                                    
                                                                                                    

                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                                                                                            Taxes

                                                                                                    The Company and its subsidiaries file a consolidated federal income tax return. The Company accounts for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Deferred income tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using currently enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

                                                                                                    Valuation allowances may be established, when necessary, to reduce deferred tax assets to amounts expected to be realized. At December 31, 2013 and 2012, the Company had $18.8 million and $74.1 million, respectively, in valuation allowances, related to net operating loss carryforwards due to the uncertainty that the deferred tax assets will be realized. At December 31, 2013 and 2012, total gross deferred tax assets (after tax valuation allowances) were $342.8 million and $223.8 million, respectively. 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. At December 31, 2013, management of the Company has identified tax-planning strategies which, if implemented, would allow the Company to recognize significant taxable income prior to the expiration of the Company's net operating losses. The amount of the deferred tax asset considered realizable, however, could be reduced if estimates of future taxable income and the reversal of future temporary timing differences during the carryforward period are reduced.

                                                                                                    Consolidated CLOs and CDO (refer to Note 3, "Consolidated Variable Interest Entities") are treated as pass-through entities for tax purposes. Therefore, income/(loss) attributable to consolidated CLOs/ the CDO (included in both "Net income/(loss) attributable to non-controlling interests" as well as "Net income/(loss) attributable to Nuveen Investments" on the accompanying consolidated statements of operations) are not adjusted for income taxes.

                                                                                            Supplemental Cash Flow Information

                                                                                                    Excluding consolidated VIEs, for the years ended December 31, 2013, 2012, and 2011, the Company paid $289.4 million, $305.1 million, and $302.0 million in interest, respectively. This compares with interest expense reported on the Company's consolidated statements of operations of $289.6 million, $345.6 million, and $324.1 million, respectively.

                                                                                                    For the year ended December 31, 2013, the Company paid approximately $0.1 million for state and federal income taxes. For the year ended December 31, 2012, the Company received a net refund of $0.1 million for state and federal income taxes. For the year ended December 31, 2011 the Company paid approximately $0.5 million for state and federal income 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.


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                                                                                                    For the years ended December 31, 2013, 2012, and 2011, the vested value of securities distributed to participants in the mutual fund incentive program was $11.8 million, $33.8 million, and $32.0 million (refer to Note 10, "Mutual Fund Incentive Program" for additional information).

                                                                                            2. GRESHAM ACQUISITION

                                                                                                    On December 31, 2011, the Company completed the acquisition of 60% of the equity interests of Gresham Investment Management, LLC and Gresham Asset Management, LLC (collectively, "Gresham"). Gresham specializes in the management of diversified commodity investment portfolios using commodity futures.

                                                                                                    The Company has the right to purchase an additional 5%, 5%, and 10% of the equity interests of Gresham upon the third, fourth and fifth anniversaries of the closing of the Gresham acquisition, respectively. The purchase price for such additional equity interests will be determined by reference to Gresham's earnings before interest, taxes, depreciation and amortization ("EBITDA").

                                                                                            Purchase Price

                                                                                                    The purchase price for the Gresham acquisition was $386.6 million, comprised of $285.1 million paid at closing, $3.3 million of post-closing adjustments, $3.1 million in other liabilities assumed, and $95.1 million of contingent consideration. This purchase price does not include any acquisition costs. In accordance with U.S. GAAP, all acquisition costs have been expensed.

                                                                                                    The purchase price for Gresham was largely funded with the $280.0 million Incremental Term Loans obtained by the Company during December 2011 (refer to Note 6, "Debt," for additional information). As of December 31, 2012, the purchase accounting for the Gresham acquisition has been finalized.

                                                                                            Noncontrolling Interests

                                                                                                    As further described in Note 1, "Basis of Presentation and Summary of Significant Accounting Policies—Noncontrolling Interests," the Company has recorded both "redeemable noncontrolling interests" and other (non-redeemable) "noncontrolling interests" associated with the Gresham acquisition. Refer to Note 1 for additional information regarding the accounting for the various Gresham noncontrolling interests.

                                                                                            Consolidation

                                                                                                    As the Company is deemed to have control of Gresham, the Company consolidates Gresham into its financial results.


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                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            2. GRESHAM ACQUISITION (Continued)

                                                                                            Gresham Consolidated Funds

                                                                                                    As a result of the Gresham acquisition, the Company is required to consolidate certain funds into its consolidated financial statements. Refer to Note 3, "Consolidated Variable Interest Entities" for additional information.

                                                                                            Contingent Consideration

                                                                                                    The Company may become periodically obligated to pay the sellers additional consideration contingent upon the growth in Gresham's EBITDA during the five years following the closing of the Gresham transaction. There are no maximums as it relates to the potential additional contingent consideration. U.S. GAAP requires that the Company recognize the acquisition date fair value of the contingent consideration as part of the consideration transferred in exchange for the acquiree (Gresham). Since the Gresham contingent consideration will be settled in cash, it is classified as a liability on the Company's consolidated balance sheets at December 31, 2013 and 2012.

                                                                                                    A Monte Carlo simulation model is used to determine the fair value of the Gresham contingent consideration. Significant forecast assumptions used in the modeling include projections of management fee EBITDA and performance fee EBITDA. Assumptions inherent in EBITDA estimates include assumptions about: assets under management flows, market appreciation, and profitability. Other significant assumptions used in the modeling include the discount rate and volatility.

                                                                                                    During the years ended December 31, 2012 and 2013, the Company estimated the fair value of the Gresham contingent consideration at each reporting date. For the year ended December 31, 2012, the Company recorded $29.3 million in expense to reflect the increase in fair value of the Gresham contingent consideration. For the year ended December 31, 2013, the Company recorded $87.2 million of income, reflecting a decline in the fair value of the Gresham contingent consideration. The Company will continue to estimate the fair value of the Gresham contingent consideration at each reporting date until the contingency is resolved. Increases in fair value will continue to be recorded as other operating expense on the Company's consolidated statement of operations, and any decreases in the fair value of the Gresham contingent consideration will be recorded as other operating income on the Company's consolidated statement of operations.

                                                                                            At December 31, 2008,2013 and 2012, the Company has $37.2 million and $124.4 million, respectively, recorded as "Contingent consideration—Gresham acquisition" under Long-Term Obligations on its consolidated balance sheets.

                                                                                            3. CONSOLIDATED VARIABLE INTEREST ENTITIES

                                                                                            Consolidated CLOs/CDO

                                                                                                    Symphony, one of the Company's subsidiaries, acts as collateral manager for several collateralized loan obligations ("CLOs") and one collateralized debt obligation ("CDO"). Symphony has the most power to direct the activities of these CLOs and the CDO, activities that most significantly impact the CLOs' and CDO's economic performance.


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            3. CONSOLIDATED VARIABLE INTEREST ENTITIES (Continued)

                                                                                                    Under the accounting standards for the consolidation of VIEs, the Company is considered to be the primary beneficiary of the CLOs/the CDO where Symphony is the collateral manager. As such, the Company is required to consolidate these CLOs and the one CDO into its financial results.

                                                                                                    The CLOs and CDO are Special Purpose Vehicles ("SPV") collateralized by a pool of assets, primarily syndicated loans and may have limited exposure in high-yield bonds. Multiple tranches of securities are issued by a CLO and/or a CDO, offering investors various credit risk characteristics. The notes issued by the CLOs and CDO are non-recourse to the Company. The CLO and CDO note holders have recourse only to the assets of the CLO and CDO. The assets that collateralize these notes are held in SPVs and cannot be used by the Company. Scheduled and unscheduled (for subordinated notes) interest payments are based on the performance of the CLO's and CDO's collateral pool. The Company generally earns management fees from the CLOs and the CDO based on the underlying assets and, in certain instances, may also receive performance-based fees. In the normal course of business, the Company has invested in certain CLOs and the CDO, generally taking an insignificant portion of the unrated, subordinated debt.

                                                                                                    During 2013, the Company began consolidating one newly formed CLO: Symphony CLO XI Limited Partnership ("CLO XI"). The results of this newly formed CLO have been included in the Company's consolidated balance sheet at December 31, 2013 and the Company's consolidated statement of operations for the year ended December 31, 2013. At December 31, 2013, total assets and total liabilities of CLO XI were $0.9 billion and $0.9 billion, respectively.

                                                                                                    During 2013, an optional redemption occurred on Symphony CLO VI, Ltd.

                                                                                                    During 2012, the Company began consolidating three newly formed CLOs: Symphony CLO VIII, Limited Partnership ("CLO VIII"), Symphony CLO IX, Limited Partnership ("CLO IX"), and Symphony CLO X, Ltd. ("CLO X"). At December 31, 2012, total assets and total liabilities of the newly created CLOs were $1.6 billion and $1.6 billion, respectively.

                                                                                                    The following tables reflect the impact of consolidated CLOs/CDO and the Gresham consolidated funds on the Company's consolidated balance sheets as of December 31, 2013 and 2012, as well as on


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                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            3. CONSOLIDATED VARIABLE INTEREST ENTITIES (Continued)

                                                                                            the Company's consolidated statements of operations for the years ended December 31, 2013 and 2012 (in 000s):

                                                                                            At December 31, 2013 and For the Year Ended December 31, 2013:

                                                                                             
                                                                                             Before
                                                                                            Consolidated
                                                                                            VIEs and Funds
                                                                                             Consolidated
                                                                                            VIEs and Funds
                                                                                             Eliminations Total 

                                                                                            At December 31, 2013:

                                                                                                         

                                                                                            Total assets

                                                                                             $6,313,482  6,592,433  (15,292)$12,890,623 

                                                                                            Total liabilities

                                                                                              5,530,899  6,462,773  (15,274) 11,978,398 

                                                                                            Redeemable noncontrolling interests

                                                                                              276,753      276,753 

                                                                                            Total Nuveen Investments shareholders' equity

                                                                                              452,405  114,278    566,683 

                                                                                            Noncontrolling interests

                                                                                              53,425  15,382  (18) 68,789 

                                                                                            Total equity

                                                                                              505,830  129,660  (18) 635,472 

                                                                                            For the year ended December 31, 2013:

                                                                                              
                                                                                             
                                                                                              
                                                                                             
                                                                                              
                                                                                             
                                                                                              
                                                                                             
                                                                                             

                                                                                            Total operating revenues

                                                                                             $1,076,345     $1,076,345 

                                                                                            Total operating (expenses)

                                                                                              (762,498)     (762,498)

                                                                                            Operating other: contingent consideration

                                                                                              87,200      87,200 

                                                                                            Other income/(expense)

                                                                                              (96,791)     (96,791)

                                                                                            Net interest (expense)

                                                                                              (283,759)     (283,759)

                                                                                            Consolidated VIEs and funds, net

                                                                                                11,862     11,862 

                                                                                            Income/(loss) before taxes

                                                                                              20,497  11,862    32,359 

                                                                                            Income tax expense/(benefit)

                                                                                              (42,385)     (42,385)

                                                                                            Net income/(loss)

                                                                                              62,882  11,862    74,744 

                                                                                            Net income/(loss) attributable to noncontrolling interests

                                                                                              22,379  7,137    29,516 

                                                                                            Net income/(loss) attributable to Nuveen Investments

                                                                                             $40,503  4,725   $45,228 

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                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            3. CONSOLIDATED VARIABLE INTEREST ENTITIES (Continued)

                                                                                            At December 31, 2012 and For the Year Ended December 31, 2012:

                                                                                             
                                                                                             Before
                                                                                            Consolidated
                                                                                            VIEs and Funds
                                                                                             Consolidated
                                                                                            VIEs and Funds
                                                                                             Eliminations Total 

                                                                                            At December 31, 2012:

                                                                                                         

                                                                                            Total assets

                                                                                             $6,278,918  5,481,816  (15,692)$11,745,042 

                                                                                            Total liabilities

                                                                                              5,586,930  5,373,996  (15,673) 10,945,253 

                                                                                            Redeemable noncontrolling interests

                                                                                              242,551      242,551 

                                                                                            Total Nuveen Investments shareholders' equity

                                                                                              396,107  99,255    495,362 

                                                                                            Noncontrolling interests

                                                                                              53,330  8,565  (19) 61,876 

                                                                                            Total equity

                                                                                              449,437  107,820  (19) 557,238 

                                                                                            For the year ended December 31, 2012:

                                                                                              
                                                                                             
                                                                                              
                                                                                             
                                                                                              
                                                                                             
                                                                                              
                                                                                             
                                                                                             

                                                                                            Total operating revenues

                                                                                             $1,103,973     $1,103,973 

                                                                                            Total operating (expenses)

                                                                                              (1,419,347)     (1,419,347)

                                                                                            Operating other: contingent consideration

                                                                                              (29,300)       (29,300)

                                                                                            Other income/(expense)

                                                                                              (120,051)     (120,051)

                                                                                            Net interest (expense)

                                                                                              (340,270)     (340,270)

                                                                                            Consolidated VIEs and funds, net

                                                                                                (72,921)   (72,921)

                                                                                            Income/(loss) before taxes

                                                                                              (804,995) (72,921)   (877,916)

                                                                                            Income tax expense/(benefit)

                                                                                              (240,730)     (240,730)

                                                                                            Net income/(loss)

                                                                                              (564,265) (72,921)   (637,186)

                                                                                            Net income/(loss) attributable to noncontrolling interests

                                                                                              29,898  (96,086)   (66,188)

                                                                                            Net income/(loss) attributable to Nuveen Investments

                                                                                             $(594,163) 23,165   $(570,998)

                                                                                                    The Company has elected the fair value option with the consolidation standards issued in June 2009 for the financial assets and liabilities of the CLOs and the CDO consolidated on January 1, 2010, as well as any new CLO/CDO VIE entities that need to be consolidated after January 1, 2010.

                                                                                                    Management believes that the use of the fair value option eliminates certain timing differences and better matches the changes in fair value of assets and liabilities related to the CLOs and the CDO. The fair value option had not been elected for the historically consolidated Symphony CLO V, and therefore the debt of this entity remains at original basis (par). Consequently, while all other consolidated CLOs/CDO are presented in "net income/(loss) attributable to noncontrolling interests—consolidated VIEs and funds" on the Company's consolidated statements of operations, net income/(loss) for Symphony CLO V is included in "net income/(loss) attributable to Nuveen Investments."


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                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            3. CONSOLIDATED VARIABLE INTEREST ENTITIES (Continued)

                                                                                                    The following table presents information about the fair value of investments and debt held by the consolidated CLOs/CDO that have consolidated under the fair value option at December 31, 2013 and 2012 (in 000s):

                                                                                             
                                                                                             December 31, 2013 
                                                                                             
                                                                                             Level 1 Level 2 Level 3 Total 

                                                                                            Assets

                                                                                                         

                                                                                            Investments (all consolidated VIEs)

                                                                                                         

                                                                                            Corporate debt securities

                                                                                             $ $427,197 $ $427,197 

                                                                                            Common stocks

                                                                                              3,149  14,319  1,968  19,436 

                                                                                            Other structured investments

                                                                                                  3,500  3,500 

                                                                                            Syndicated loans

                                                                                                5,430,465    5,430,465 
                                                                                                      

                                                                                            Total investments

                                                                                             $3,149 $5,871,981 $5,468 $5,880,598 
                                                                                                      
                                                                                                      

                                                                                            Liabilities

                                                                                                         

                                                                                            Debt (all consolidated VIEs except CLO V)          

                                                                                             $ $ $5,578,053 $5,578,053 
                                                                                                      
                                                                                                      


                                                                                             
                                                                                             December 31, 2012 
                                                                                             
                                                                                             Level 1 Level 2 Level 3 Total 

                                                                                            Assets

                                                                                                         

                                                                                            Investments (all consolidated VIEs)

                                                                                                         

                                                                                            Corporate debt securities

                                                                                             $ $206,186 $ $206,186 

                                                                                            Common stocks

                                                                                                14,755  807  15,562 

                                                                                            Other structured investments

                                                                                                  11,258  11,258 

                                                                                            Syndicated loans

                                                                                                4,545,439    4,545,439 
                                                                                                      

                                                                                            Total investments

                                                                                             $ $4,766,380 $12,065 $4,778,445 
                                                                                                      
                                                                                                      

                                                                                            Liabilities

                                                                                                         

                                                                                            Debt (all consolidated VIEs except CLO V)          

                                                                                             $ $ $4,494,578 $4,494,578 
                                                                                                      
                                                                                                      

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                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            3. CONSOLIDATED VARIABLE INTEREST ENTITIES (Continued)

                                                                                                    The following table provides a summary of changes in Level 3 assets and liabilities measured at fair value as of December 31, 2013 and 2012:

                                                                                             
                                                                                             Symphony Consolidated VIE Assets Symphony
                                                                                            Consolidated
                                                                                            VIE
                                                                                            Liabilities
                                                                                             
                                                                                             
                                                                                             Common
                                                                                            Stock
                                                                                             Other
                                                                                            Structured
                                                                                            Investments
                                                                                             Syndicated
                                                                                            Loans
                                                                                             Debt 

                                                                                            Beginning balance (as of January 1, 2013)

                                                                                             $807 $11,258 $ $(4,494,578)

                                                                                            Total gains/(losses) included in net income

                                                                                              (1,308) 1,564  (63) (8,304)

                                                                                            Purchases

                                                                                                  1,175   

                                                                                            Sales

                                                                                                (9,322)    

                                                                                            Issuances

                                                                                                    (1,655,566)

                                                                                            Settlements/distributions

                                                                                              380      580,395 

                                                                                            Transfers into Level 3

                                                                                              2,089    (1,112)  
                                                                                                      

                                                                                            Ending Balance (as of December 31, 2013)

                                                                                             $1,968 $3,500 $ $(5,578,053)
                                                                                                      
                                                                                                      


                                                                                             
                                                                                             Symphony Consolidated
                                                                                            VIE Assets
                                                                                             Symphony
                                                                                            Consolidated
                                                                                            VIE
                                                                                            Liabilities
                                                                                             
                                                                                             
                                                                                             Common
                                                                                            Stock
                                                                                             Other
                                                                                            Structured
                                                                                            Investments
                                                                                             Debt 

                                                                                            Beginning balance (as of January 1, 2012)

                                                                                             $4,161 $11,830 $(2,914,952)

                                                                                            Total gains/(losses) included in net income

                                                                                              1,403  (572) (276,954)

                                                                                            Purchases

                                                                                                   

                                                                                            Sales

                                                                                                  5,501 

                                                                                            Issuances

                                                                                                  (1,392,994)

                                                                                            Settlements/distributions

                                                                                              (4,757)   84,821 

                                                                                            Transfers out of Level 3

                                                                                                   
                                                                                                    

                                                                                            Ending Balance (as of December 31, 2012)

                                                                                             $807 $11,258 $(4,494,578)
                                                                                                    
                                                                                                    

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                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            3. CONSOLIDATED VARIABLE INTEREST ENTITIES (Continued)

                                                                                                    The following table shows the valuation techniques and significant unobservable inputs utilized in the fair value measurement of Level 3 liabilities at December 31, 2013:

                                                                                             
                                                                                             Fair Value at
                                                                                            December 31, 2013
                                                                                             Valuation
                                                                                            Technique
                                                                                             Unobservable
                                                                                            Inputs(1)
                                                                                             Range
                                                                                             
                                                                                             (in 000s)

                                                                                            Liabilities of consolidated CLOs/CDO:

                                                                                                     

                                                                                            Debt (all consolidated VIEs except CLO V)

                                                                                             $5,578,053 Income approach Discount rate 100 - 700 bps

                                                                                                  Default rate 2% - 3%

                                                                                                  Prepayment rate 10% - 20%

                                                                                                  Recovery rate 60% - 70%

                                                                                            (1)
                                                                                            Discount rate refers to spread over LIBOR. Lower spreads relate to the more senior tranches in the note structure, higher spreads relate to the subordinate tranches. The Par-weighted average spread for the liabilities of consolidated CLOs/CDO was 241 bps. The default rate refers to the constant annual default rate. Prepayment rate is the rate at which the underlying collateral is expected to repay principal. Recovery rate is the expected recovery of defaulted amounts received through asset sale or recovery through bankruptcy, restructuring or other settlement processes.

                                                                                            Valuation Process

                                                                                                    For the consolidated CLOs/CDO, the carrying value of receivables, other assets and other liabilities approximates fair value, as the nature of these assets and liabilities have historically been short term and the receivables have been collectible. The fair value of these assets and liabilities is classified as Level 1. The fair value of syndicated loans is obtained from nationally recognized pricing services and is classified as Level 2. The fair value of the CLOs' and the CDO's debt is valued using a methodology which considers expected cash flows including assumptions about default rates, interest rates, prepayments, and recovery rates of the CLOs' and the CDO's underlying assets. An independent valuation firm assisted the Company in determining fair values of debt. The model used by the third party provider considered the assumptions participants in a hypothetical market would make to reflect an exit price. Given the significance of the unobservable inputs into this fair value measurement, the CLO and CDO debt is classified as Level 3.

                                                                                            Sensitivity to Changes in Significant Unobservable Inputs

                                                                                                    For the debt issued by the consolidated CLOs and CDO, a change in assumptions used for the probability of default is generally accompanied by a directionally similar change in the assumption used for discount rates. Significant increases in either one of these inputs would result in a significantly lower measurement of fair value.


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            3. CONSOLIDATED VARIABLE INTEREST ENTITIES (Continued)

                                                                                                    The following table presents the fair value and unpaid principal balance of assets and liabilities carried at fair value under the fair value option as of December 31, 2013 and December 31, 2012 (in millions):

                                                                                             
                                                                                             December 31,
                                                                                            2013
                                                                                             December 31,
                                                                                            2012
                                                                                             

                                                                                            Investments in syndicated loans, corporate debt and structured investments

                                                                                                   

                                                                                            Unpaid principal balance

                                                                                             $5,860 $4,793 

                                                                                            Excess estimated unpaid principal over fair value

                                                                                              (1) 30 

                                                                                            Fair value

                                                                                             $5,861 $4,763 

                                                                                            Fair value of assets with accruals more than 90 days past due or with non-accrual status

                                                                                              13  10 

                                                                                            Difference between fair value and unpaid principal of assets in the above category

                                                                                              11  18 

                                                                                            Debt (excludes Symphony CLO V debt, which is not carried at fair value & other Nuveen owned debt)

                                                                                                   

                                                                                            Unpaid principal balance

                                                                                             $5,727 $4,621 

                                                                                            Excess estimated unpaid principal over fair value

                                                                                              149  126 

                                                                                            Fair value

                                                                                             $5,578 $4,495 

                                                                                                    At December 31, 2013 and 2012, only one CLO/CDO had open derivatives, which were credit default swaps with notional values of $20.0 million and $32.0 million, respectively. The credit default swaps were purchased by the CLO/CDO for protection against potential losses from an issuer of debt. At December 31, 2013 and 2012, the fair values of $0.3 million and $2.9 million for these open derivatives are included in "Other Assets"assets—consolidated variable interest entities." For the year ended December 31, 2013, the Company recorded $3.2 million of realized losses on these derivatives, and $0.4 million of unrealized gains on these derivatives. For the year ended December 31, 2012, the Company recorded $5.7 million of realized losses and $1.7 million of unrealized gains on these derivatives. For the year ended December 31, 2011, the Company recorded $0.6 million of realized gains and $0.2 million of unrealized losses on these derivatives. The realized and unrealized gains/(losses) are reported in "Consolidated VIEs and funds, net" on the Company's consolidated statements of operations. These derivatives are considered to be Level 2 on the fair value hierarchy.

                                                                                                    Interest income from loans, bonds and structured investments is recorded in "Consolidated VIEs and funds, net", as well as gains and losses related to changes in the fair value of investments, gains and losses on sales of investments, and other investment income/(expense). Interest expense on debt, and gains and losses related to changes in the fair value of debt is also includes $8.6recorded in "Consolidated VIEs and funds, net."

                                                                                                    For the years ended December 31, 2013, 2012 and 2011 the Company recorded $20.6 million, $139.7 million, and $125.1 million in prepaid retention payments.unrealized gains and $40.2 million, $28.7 million, and $29.5 million in realized gains for fair value changes in the financial assets of the consolidated CLOs/CDO for which the fair value option was elected. Also for the years ended December 31, 2013, 2012 and 2011, the


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                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            3. CONSOLIDATED VARIABLE INTEREST ENTITIES (Continued)

                                                                                            Company recorded $7.4 million, $277.0 million, and $23.5 million in unrealized losses due to the increase in the fair value of the debt of the consolidated CLOs/CDO.

                                                                                                    Debt and the weighted average stated interest rates for the consolidated CLOs/CDO at December 31, 2013 and 2012 were as follows (in millions):

                                                                                             
                                                                                             December 31, 2013 December 31, 2012 
                                                                                             
                                                                                             Carrying
                                                                                            Value
                                                                                             Weighted
                                                                                            Average Stated
                                                                                            Interest Rate
                                                                                             Carrying
                                                                                            Value
                                                                                             Weighted
                                                                                            Average Stated
                                                                                            Interest Rate
                                                                                             

                                                                                            Debt of consolidated CLOs and CDOs due 2012— 2024 (exclusive of revolver)

                                                                                             $5,483  1.83%$4,376  1.77%

                                                                                            Floating rate revolving credit borrowings due 2015

                                                                                              359  0.63% 351  0.73%

                                                                                            Floating rate revolving credit borrowings due 2019

                                                                                              101  0.52% 132  0.59%

                                                                                            Floating rate revolving credit borrowings due 2020

                                                                                              39  0.53% 39  0.60%
                                                                                                        

                                                                                            Total

                                                                                             $5,982    $4,898    
                                                                                                        
                                                                                                        

                                                                                                    The debt of the consolidated CLOs/CDO has floating interest rates. The stated interest rates are a weighted average rate based on the principal and the stated interest rates according to the terms of each CLO and/or CDO structure, which range from 0.48% to 7.24%. These rates exclude the subordinated debt, which do not have stated interest rates. The carrying value of the consolidated CLO/CDO debt represents the fair value of the aggregate debt as of December 31, 2013 and 2012, except for CLO V, which carries its debt at original basis. The fair value of the consolidated CLOs/CDO whose debt is fair valued was $5.6 billion as of December 31, 2013, and $4.5 billion December 31, 2012. Symphony CLO V's debt is not fair valued and is carried on the Company's consolidated balance sheets at $0.4 billion at December 31, 2013 and 2012, respectively. The estimated fair value of Symphony CLO V's debt is $0.4 billion at December 31, 2013 and 2012, respectively.

                                                                                                    For the years ended December 31, 2013 and 2012, total interest paid on the debt of the consolidated CLOs/CDO was $223.5 million and $164.8 million, respectively.

                                                                                                    As of December 31, 2013, future maturities (the par value) of the debt for all consolidated CLOs/CDO were:

                                                                                             
                                                                                             (in millions) 

                                                                                            2014

                                                                                             $ 

                                                                                            2015

                                                                                              630 

                                                                                            2016

                                                                                               

                                                                                            2017

                                                                                               

                                                                                            2018

                                                                                               

                                                                                            Thereafter

                                                                                              5,525 
                                                                                                

                                                                                            Total future maturities

                                                                                             $6,155 
                                                                                                
                                                                                                

                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            3. CONSOLIDATED VARIABLE INTEREST ENTITIES (Continued)

                                                                                            Gresham Consolidated Funds

                                                                                                    Gresham, one of the Company's subsidiaries, manages certain funds that qualify as variable interest entities ("VIEs") and which the Company is required to consolidate. The funds were organized for the purpose of trading and investing in securities and derivative contracts, and are included on the Company's consolidated balance sheets at December 31, 2013 and 2012. The financial results of these consolidated Gresham funds are also included in the Company's consolidated statement of operations for the years ended December 31, 2013 and December 31, 2012. As the Gresham acquisition closed on December 31, 2011, the financial results of these funds are not included in the Company's consolidated statement of operations for the year ended December 31, 2011.

                                                                                                    At December 31, 2013 and 2012, total assets of the Gresham consolidated funds were $15.5 million and $8.8 million, respectively. These assets were primarily comprised of $13.3 million of U.S. Treasury bills, $2.1 million of receivables due from brokers at December 31, 2013 and $7.4 million of U.S. Treasury bills, $1.2 million of receivables due from brokers, and $0.1 million of derivative future contracts at December 31, 2012. The U.S. Treasury bills and derivative futures contracts are determined to be Level 1 on the fair value hierarchy.

                                                                                                    At December 31, 2013 and 2012, total liabilities of the Gresham consolidated funds were $150 thousand and $0.2 million, respectively. These liabilities were comprised primarily of $89 thousand of derivative futures contracts and $61 thousand accrued expenses at December 31, 2013, and $0.2 million of derivative futures contracts at December 31, 2012. These accrued expenses and futures contracts are considered to be Level 1 on the fair value hierarchy.

                                                                                                    Noncontrolling interests were $15.4 million and $8.5 million at December 31, 2013 and 2012, respectively. Certain other funds managed by Gresham also qualify as VIEs, but because Gresham is not deemed the primary beneficiary thereof, the Company is not required to consolidate these funds into its financial statements. Total assets for the Gresham funds which the Company is not required to consolidate are $6.9 billion and $8.1 billion at December 31, 2013 and December 31, 2012. Gresham's interest in these funds is approximately $0.2 million at December 31, 2013 and $0.3 million at December 31, 2012, which represents their maximum exposure to loss.

                                                                                            4. EQUITY-BASED COMPENSATION

                                                                                                    The Company has various equity-based compensation programs, which may be categorized as one of two types: Corporate Programs and Affiliate Equity Programs.

                                                                                            Corporate Programs

                                                                                            2007 Programs

                                                                                                    In connection with the MDP Transactions, the Company entered into equity arrangements with certain employees, including members of senior management of the Company ("Employee Participants"). The equity consisted of two classes of ownership interests in Windy City Investments Holdings, L.L.C. ("Holdings"), the Company's ultimate parent company: Class A Units and Class B Units. Holdings acquired all of the outstanding capital of the Company in connection with the MDP


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            4. EQUITY-BASED COMPENSATION (Continued)

                                                                                            Transactions. The rights and obligations of Holdings and the holders of its Units are generally set forth in Holdings' limited liability company agreement, Holdings' unitholders' agreement, and the individual purchase agreements entered into with the respective unitholders (the "equity agreements").

                                                                                            Class A Units

                                                                                                    Certain Employee Participants purchased 9,977,299 Class A Units (approximately 3% of Holdings' then-outstanding Class A Units). The remaining Class A Units were purchased by investment funds affiliated with Madison Dearborn Partners, LLC ("MDP"), and certain other co-investors in connection with the consummation of the MDP Transactions. The purchase price paid by Employee Participants for the Class A Units was $10 per unit, the same price that was paid by the other investors in connection with the consummation of the MDP Transactions. The Class A Units are not subject to vesting.

                                                                                            Deferred Class A Units

                                                                                                    During 2007, in lieu of cash bonuses, certain Employee Participants, 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 from the Company), could either be settled, at the option of the Company, in cash or be converted into Class A Units. These deferred Class A Units were settled on February 15, 2013, and resulted in the issuance of 485,601 Class A Units.

                                                                                            Deferred and Restricted Class A Units

                                                                                                    Certain Employee Participants received deferred and restricted Class A Units, which entitled 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 certain employees with an estimated value of $10 per unit. Certain of these units vested over a three, four, or five year period. The Company recognized $2.5 million and $2.9 million in non-cash compensation related to the deferred and restricted Class A Units for the years ended December 31, 2012 and 2011, respectively. The Company recorded associated deferred tax benefits related to these amounts totaling $0.9 million and $0.8 million, for the years ended December 31, 2012 and 2011, respectively. As of December 31, 2012, all compensation costs associated with these units have been recognized. The Company recognized compensation cost related to these awards on a straight-line basis over the requisite service period for the entire award. These deferred and restricted Class A Units were settled on February 15, 2013, and resulted in the issuance of 1,247,421 Class A Units.

                                                                                            Class B Units

                                                                                                    Certain Employee Participants received Class B Units, which were profits interests that entitled 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 vested over five to seven years, or earlier in the case of a liquidity event. The Company engaged outside valuation experts to assist management in estimating the per-share fair value of the Class B Units for financial reporting purposes. Based on the valuation, the Class B Units


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            4. EQUITY-BASED COMPENSATION (Continued)

                                                                                            issued were valued at $155.11 per share. The aggregate value of the Class B Units was being amortized over the vesting period and resulted in the recognition of $0.2 million in income due to forfeitures, $1.1 million of expense and $5.6 million of expense of non-cash compensation for the years ended December 31, 2013, 2012 and 2011, respectively. The Company recorded associated deferred tax expense of $0.1 million as of December 31 2013 and tax benefits related to these amounts totaling $0.4 million, and $2.1 million for the years ended December 31, 2012, and 2011, respectively. During 2010, the Class B Units were eliminated and employees were granted deferred restricted Class A Units. (Refer to the modification accounting discussion below in the "Deferred Restricted Class A Unit Program" section for further information.)

                                                                                            2010 Programs

                                                                                            Deferred Restricted Class A Unit Program

                                                                                                    In October 2010, the Company implemented a deferred restricted Class A Unit program similar to the deferred restricted Class A Unit program that already existed at the time (refer to discussion above). These Units vest over a two, three, four or five year period, generally depending on the year in which the Units were issued. Management of the Company engaged external valuation specialists to assist in the valuation of this program.

                                                                                                    When the Class B Units were eliminated in October 2010, certain holders were granted deferred restricted Class A Units. The Company accounted for these transactions as a modification. Modification accounting resulted in the total cost of the new deferred restricted Class A Unit awards being equal to: (1) the remaining unamortized cost of the original Class B Unit program, plus (2) the value of the new deferred restricted Class A Unit program in excess of the fair value of the old Class B Unit program, as remeasured just prior to the modification.

                                                                                                    The total number of deferred restricted Class A Units granted to employees for this program approximates 13.4 million. The following table presents information about various grants:

                                                                                            Year
                                                                                             Units Issued Grant Date
                                                                                            Fair Value
                                                                                            per Unit
                                                                                             

                                                                                            2010

                                                                                              8,615,076 $1.81 

                                                                                            2011

                                                                                              2,088,488  2.89 

                                                                                            2011

                                                                                              924,650  2.45 

                                                                                            2012

                                                                                              1,559,948  3.05 

                                                                                            2012

                                                                                              100,000  2.12 

                                                                                            2013

                                                                                              60,000  2.12 

                                                                                            2013

                                                                                              100,000  3.04 

                                                                                                    The current fair value per deferred restricted Class A Unit is $3.04 and was determined using income and market approaches. None of the deferred restricted Class A Units were fully vested at the grant date. The deferral periods break on December 31 in years 2012 through 2017. The first settlement of these Units occurred on December 31, 2012, and resulted in the issuance of 4,011,406


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            4. EQUITY-BASED COMPENSATION (Continued)

                                                                                            Class A Units. A second settlement of these Units occurred on December 31, 2013, and resulted in the issuance of 1,554,138 Class A Units. At December 31, 2013, approximately 4.0 million deferred restricted Class A Units remain outstanding after settlement and forfeiture.

                                                                                                    For the years ended December 31, 2013, 2012 and 2011, the Company recorded approximately $10.3 million, $10.7 million and $11.4 million, respectively, of compensation expense related to these awards. The Company recorded associated deferred tax benefits related to this amount totaling $3.9 million, $4.0 million and $4.2 million in 2013, 2012 and 2011, respectively. At December 31, 2013, the total value yet to be expensed over the remaining amortization period was approximately $10.2 million. For service conditions associated with the awards, some of the Units (approximately 1.3 million Units) are based on both time and performance criteria and approximately 0.1 million Units based on performance, only. These Units time vest if the performance criteria are met. Vesting accelerates upon a sale of the Company or the holder's death or disability.

                                                                                            Deferred Incentive Class A Units

                                                                                                    During the year ended December 31, 2010, the Company issued deferred incentive Class A Units. The deferred incentive Class A Units are profits interests whereby holders are entitled, in the aggregate, to a portion of the appreciation in the value per unit beyond the $10 per unit Class A Unit value at the date of the MDP Transactions. At December 31, 2010, the total number of deferred incentive Class A Units granted were 4,691,600 with a value of $0.77 per unit. During 2011, an additional 395,100 Units were issued with a value of $1.88 per unit. Management engaged an external valuation consulting firm to assist with the valuation of these profits interests. Key assumptions used in the valuation of these deferred incentive Class A Units include: five years until the expected liquidity event; expected volatility of 92.5%; zero expected dividends; a risk-free rate of 1.79%; and a 62.7% discount for lack of marketability.

                                                                                                    For the deferred incentive Class A Units granted in 2010, 55% vested upon grant and 5% vested in each of the nine quarters following the date of issuance. For the deferred incentive Class A Units granted in 2011, 50% vested or will vest on December 31 of each of 2012 and 2014. There are no performance-based vesting criteria. During 2013, 48,900 Deferred Incentive Units were settled at no value. At December 31, 2013, approximately 96.6% of the deferred incentive Class A Units were vested. The deferral for the deferred incentive Class A Units breaks in three separate tranches: 33% on December 31, 2014, 33% on December 31, 2015, and 34% on December 31, 2016. Vesting accelerates upon a sale of the Company or the holder's death or disability.

                                                                                                    For the years ended December 31, 2013, 2012 and 2011, the Company recorded $0.2 million, $0.8 million and $0.8 million, respectively of compensation expense related to the deferred incentive Class A Units. The Company recorded associated deferred tax benefits related to these amounts totaling $0.1 million, $0.3 million and $0.3 million in 2013, 2012 and 2011, respectively. At December 31, 2013, the total remaining compensation cost to be expensed in future years for the remaining non-vested deferred incentive Class A Units approximates $0.2 million, which will be fully expensed in 2014. The Company recognizes compensation cost related to these awards on a straight-line basis over the requisite service period for the entire award.


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                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            4. EQUITY-BASED COMPENSATION (Continued)

                                                                                            Affiliate Equity Programs

                                                                                            Current Affiliate Programs

                                                                                                    In order to allow key individuals to participate in the earnings growth and cash flows of their respective businesses, the Company has instituted equity programs at each of its affiliated investment managers other than Gresham. Each of the affiliate equity programs consists of profits interests, which are generally subject to multi-year vesting periods. Certain percentages of these profits interests vested or will vest each year beginning in 2012 and ending in 2021. The fair market value of the profits interests, determined as of their grant date, is amortized to expense over the term of the applicable vesting period (see "Affiliate Plan Compensation Expense" below.) The Company has the right to call certain percentages of certain vested profits interests beginning in 2013 and each year thereafter through 2022. Other profits interests are generally not callable prior to termination of the respective holder's employment.

                                                                                                    Holders of profits interests are entitled to receive a distribution of the cash flow from their business. With respect to certain of the profits interests ("Collared Interests"), distributions are subject to an annual cap. Furthermore, distributions on Collared Interests are only made to the extent cash flow exceeds certain thresholds. The distribution percentages on Collared Interests generally increase upon vesting. With respect to the other type of profits interests ("Non-collared Interests") issued under the affiliate equity programs, distributions are not subject to an annual cap. Distributions on certain of the Non-collared Interests are only made to the extent cash flow exceeds certain thresholds. During the years ended December 31, 2013, 2012 and 2011, the Company recorded approximately $15.4 million, $12.2 million and $1.7 million, respectively, of income attributable to noncontrolling interests in respect of the Collared and Non-collared Interests.

                                                                                                    With respect to the Collared Interests, there is generally no accelerated vesting. Certain percentages of certain Non-collared Interests automatically vest in the event of the holder's death or disability, a sale of Nuveen, certain public offerings of Nuveen equity, a sale of the applicable affiliate or any transaction by Nuveen that results in an "assignment" of the applicable affiliate's advisory contracts under the Investment Company Act or the Investment Advisers Act.

                                                                                                    Holders of vested Non-collared Interests generally have the option to require the Company to purchase their interests upon death or incapacity. As a result, these interests are reflected in "redeemable noncontrolling interests" on the Company's December 31, 2013, 2012 and 2011 consolidated balance sheets. At December 31, 2013, 2012 and 2011, the Company had approximately $82.6 million, $40.7 million and $9.5 million, respectively, of redeemable noncontrolling interests on its consolidated balance sheets representing vested Non-collared Interests.

                                                                                            2006 Affiliate Equity Plans

                                                                                                    During 2006, equity programs were put in place covering NWQ, Tradewinds and Symphony. These programs allowed 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 on June 30 of 2007, 2008,


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            4. EQUITY-BASED COMPENSATION (Continued)

                                                                                            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. Beginning in 2008 and continuing through 2012, the Company had the right to acquire the Interests of the noncontrolling members. During 2008 through 2012, the Company exercised its right to call various classes of Interests. During the first quarter of 2012, the Company exercised its right to call the last class of Interests outstanding and no Interests remain outstanding after this call.

                                                                                                    During the years 2010-2012, the Company exercised its right to call various noncontrolling members' interests as it relates to these equity programs. Of the total $30.8 million paid in 2011, approximately $21.1 million was recorded as a reduction to additional paid-in-capital. As a result of the $68 thousand paid to repurchase these interests during 2012, the Company recorded an increase to additional-paid-in-capital of approximately $0.4 million.

                                                                                            Affiliate Plan Compensation Expense

                                                                                                    For the years ended December 31, 2013, 2012 and 2011, the Company recorded approximately $25.2 million, $25.0 million and $13.0 million, respectively, of compensation expense related to all affiliate equity plan programs. The Company recorded associated deferred tax benefits related to these amounts totaling $9.5 million, $9.3 million, and $4.8 million in 2013, 2012, and 2011 respectively. At December 31, 2013, the total value yet to be expensed over the remaining amortization period was approximately $76.9 million.

                                                                                            5. FAIR VALUE MEASUREMENTS

                                                                                                    Of the approximate $205.6 million in total investments at December 31, 2013, approximately $119.6 million relates to equity-based funds and accounts, $61.1 million relates to fixed income funds or accounts, and $24.9 million relates to private investment funds and other investments. At December 31, 2012, of the approximate $169.6 million in total investments on the Company's consolidated balance sheet, approximately $84.4 million relates to equity-based funds and accounts, $61.9 million relates to fixed income funds or accounts, and $23.3 million relates to private investment funds and other investments.

                                                                                            Fair Value Hierarchy

                                                                                                    FASB ASC 820-10 also 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). FASB ASC 820-10 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


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            5. FAIR VALUE MEASUREMENTS (Continued)

                                                                                            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).

                                                                                              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's Fair Value Measurements

                                                                                                    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 FASB ASC 820-10 to the Company's non-financial assets did not have any impact on the Company's consolidated results of operations or financial position.


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            5. FAIR VALUE MEASUREMENTS (Continued)

                                                                                                    The following table presents information about the Company's fair value measurements at December 31, 2013 and 2012 (in 000s). (Refer to Note 3, "Consolidated Variable Interest Entities," for fair value information related to consolidated variable interest entities.)

                                                                                             
                                                                                              
                                                                                             Fair Value Measurements at December 31, 2013 Using 
                                                                                            Description
                                                                                             Total
                                                                                            December 31,
                                                                                            2013
                                                                                             Quoted Prices in
                                                                                            Active Markets for
                                                                                            Identical Assets
                                                                                            (Level 1)(a)
                                                                                             Significant Other
                                                                                            Observable Inputs
                                                                                            (Level 2)(a)
                                                                                             Significant
                                                                                            Unobservable
                                                                                            Inputs (Level 3)
                                                                                             

                                                                                            Assets

                                                                                                         

                                                                                            Available-for-sale securities:

                                                                                                         

                                                                                            Equity Separately Managed Accounts ("SMAs")

                                                                                             $25,355 $25,355 $ $ 

                                                                                            Fixed Income SMAs

                                                                                              2,742    2,742   

                                                                                            Equity Funds

                                                                                              94,278  93,612  666   

                                                                                            Fixed Income Funds

                                                                                              58,365  58,365     

                                                                                            Other

                                                                                              64      64 
                                                                                                      

                                                                                            Total available-for-sale securities

                                                                                              180,804  177,332  3,408  64 

                                                                                            Other Investments

                                                                                              
                                                                                            24,749
                                                                                              
                                                                                              
                                                                                            21,280
                                                                                              
                                                                                            3,469
                                                                                             
                                                                                                      

                                                                                            Subtotal—Investments

                                                                                              205,553  177,332  24,688  3,533 
                                                                                                      

                                                                                            Fair value of open derivatives

                                                                                              33,755    33,755   
                                                                                                      

                                                                                            Total Assets

                                                                                             $239,308 $177,332 $58,443 $3,533 
                                                                                                      
                                                                                                      

                                                                                            Liabilities

                                                                                                         

                                                                                            Contingent consideration—Gresham

                                                                                             $37,200 $ $ $37,200 
                                                                                                      

                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            5. FAIR VALUE MEASUREMENTS (Continued)


                                                                                             
                                                                                              
                                                                                             Fair Value Measurements at December 31, 2012 Using 
                                                                                            Description
                                                                                             Total
                                                                                            December 31,
                                                                                            2012
                                                                                             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:

                                                                                                         

                                                                                            Equity Separately Managed Accounts ("SMAs")

                                                                                             $29,862 $29,862 $ $ 

                                                                                            Fixed Income SMAs

                                                                                              1,738    1,738   

                                                                                            Equity Funds

                                                                                              54,559  54,433  126   

                                                                                            Fixed Income Funds

                                                                                              60,114  60,114     

                                                                                            Other

                                                                                              101  37    64 
                                                                                                      

                                                                                            Total available-for-sale securities

                                                                                              146,374  144,446  1,864  64 

                                                                                            Other Investments

                                                                                              
                                                                                            23,268
                                                                                              
                                                                                              
                                                                                            21,964
                                                                                              
                                                                                            1,304
                                                                                             
                                                                                                      

                                                                                            Total Assets

                                                                                             $169,642 $144,446 $23,828 $1,368 
                                                                                                      
                                                                                                      

                                                                                            Liabilities

                                                                                                         

                                                                                            Contingent consideration—Gresham

                                                                                             $124,400 $ $ $124,400 
                                                                                                      

                                                                                            (a)
                                                                                            There were no transfers to or from Levels 1 and 2 during the period December 31, 2013.

                                                                                            Level 3 Rollforward

                                                                                                    The following tables present a rollforward of fair value measurements consolidated to be Level 3 (in 000s):


                                                                                            Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
                                                                                            For the Year Ended December 31, 2013

                                                                                             
                                                                                             Available-
                                                                                            for-Sale
                                                                                            Securities
                                                                                             Other
                                                                                            Investments
                                                                                             Total 

                                                                                            Beginning balance (as of January 1, 2013)

                                                                                             $64 $1,304 $1,368 

                                                                                            Total gains or losses (realized/unrealized)

                                                                                                (548) (548)

                                                                                            Included in earnings

                                                                                                (548) (548)

                                                                                            Included in other comprehensive income

                                                                                                   

                                                                                            Purchases

                                                                                              
                                                                                              
                                                                                            2,983
                                                                                              
                                                                                            2,983
                                                                                             

                                                                                            Sales

                                                                                                (270) (270)

                                                                                            Transfers into Level 3

                                                                                              
                                                                                              
                                                                                              
                                                                                             

                                                                                            Transfers out of Level 3

                                                                                                   
                                                                                                    

                                                                                            Ending balance (as of December 31, 2013)

                                                                                             $64 $3,469 $3,533 
                                                                                                    
                                                                                                    

                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            5. FAIR VALUE MEASUREMENTS (Continued)

                                                                                            Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
                                                                                            For the Year Ended December 31, 2012

                                                                                             
                                                                                             Available-
                                                                                            for-Sale
                                                                                            Securities
                                                                                             Other
                                                                                            Investments
                                                                                             Derivative
                                                                                            Financial
                                                                                            Instruments
                                                                                             Total 

                                                                                            Beginning balance (as of January 1, 2012)

                                                                                             $5,828 $231 $(19,876)$(13,817)

                                                                                            Total gains or losses (realized/unrealized)

                                                                                              (502) (504) 17,389  16,383 

                                                                                            Included in earnings

                                                                                              (502) (504) 17,389  16,383 

                                                                                            Included in other comprehensive income

                                                                                                     

                                                                                            Purchases

                                                                                              
                                                                                            18
                                                                                              
                                                                                            1,577
                                                                                              
                                                                                              
                                                                                            1,595
                                                                                             

                                                                                            Sales

                                                                                              (5,280)   2,487  (2,793)

                                                                                            Transfers into Level 3

                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                             

                                                                                            Transfers out of Level 3

                                                                                                     
                                                                                                      

                                                                                            Ending balance (as of December 31, 2012)

                                                                                             $64 $1,304 $ $1,368 
                                                                                                      
                                                                                                      

                                                                                                    The amounts shown in the "Available-for-Sale Securities" columns above represent a required investment in the stock of the Depository Trust Clearing Corporation ("DTCC"). The Company considers its investment in DTCC stock to be a Level 3 financial instrument, as there is no quoted market price for DTCC stock. The fair value of DTCC stock comes from valuation information obtained directly from the DTCC.

                                                                                                    The amounts shown in the "Other Investments" columns above represent the Company's ownership in two outside private equity partnerships. These private equity partnerships were organized for the purpose of making and managing investments in the asset management industry, including businesses that manage assets on behalf of, or provide advice to, their clients and businesses that provide other products or services related to asset management. The Company considers its investments in these private equity partnerships to be Level 3 financial instruments, as there are no quoted market prices for these private equity partnerships and there are redemption restrictions on these private equity partnership investments. The net losses shown in the "Other Investments" columns in the tables above as included in earnings are attributable to investments which are still held at December 31, 2013.

                                                                                                    For the "Derivative Financial Instruments" column presented in the table above, the $17.4 million of net gains presented as included in earnings for the year ended December 31, 2012 is attributable to the change in fair value for derivatives transactions that matured by December 31, 2012.

                                                                                            Fair Value Levels of Assets and Liabilities

                                                                                            Available-for-Sale Securities

                                                                                                    Approximately $177.3 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 funds and separately


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            5. FAIR VALUE MEASUREMENTS (Continued)

                                                                                            managed accounts. Approximately $3.4 million of the Company's available-for-sale investments are considered to be Level 2 financial instruments, as they are valued based on observable inputs.

                                                                                                    Realized gains and losses on the sale of investments are calculated based on a specific identification method and are recorded in "Other Income/(Expense)" on the consolidated statement of operations. For the year ended December 31, 2013, dispositions of available-for-sale securities were $67.4 million, which consisted of sales proceeds of $55.7 million and the vested value of securities distributed to participants in the mutual fund incentive program of $11.7 million (refer to Note 10, "Mutual Fund Incentive Program" for additional information). Net realized gains included in earnings were $6.1 million, comprised of $7.4 million gross realized gains and $1.3 million of gross realized losses for the year ended December 31, 2013.

                                                                                                    For the year ended December 31, 2012, dispositions of available-for-sale securities were $71.8 million, which consisted of sales proceeds of $38.0 million and the vested value of securities distributed to participants in the mutual fund incentive program of $33.8 million (refer to Note 10, "Mutual Fund Incentive Program" for additional information). Net realized gains included in earnings were $1.3 million, comprised of $4.2 million gross realized gains and $2.9 million of gross realized losses for the year ended December 31, 2012.

                                                                                                    For the year ended December 31, 2011, dispositions of available-for-sale securities were $75.2 million, which consisted of sales proceeds of $43.2 million and the vested value of securities distributed to participants in the mutual fund incentive program of $32.0 million (refer to Note 10, "Mutual Fund Incentive Program" for additional information). Net realized gains included in earnings were $13.6 million, comprised of $15.3 million gross realized gains and $1.7 million of gross realized losses for the year ended December 31, 2011.

                                                                                            Other Investments

                                                                                                    Included in the $24.7 million of Other Investments in the fair value measurements table as of December 31, 2013, above, are approximately $19.9 million of private investment funds and general partner interests and $3.5 million in private equity funds. In accordance with ASC 820, the fair value of these investments is based on their reported net asset values. The private investment funds and general partner interests are considered Level 2 financial instruments. The private equity funds are considered to be Level 3 financial instruments.

                                                                                                    Included in the $23.3 million of Other Investments in the fair value measurements table as of December 31, 2012, above, are approximately $21.5 million of private investment funds and general partner interests. In accordance with ASC 820, the fair value of these investments is based on their reported net asset values. The private investment funds and general partner interests are considered Level 2 financial instruments. There exists approximately $1.3 million in private equity funds. The private equity funds are considered to be Level 3 financial instruments.


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            5. FAIR VALUE MEASUREMENTS (Continued)

                                                                                            Liabilities

                                                                                                    At December 31, 2013 and December 31, 2012, the Company has $37.2 million and $124.4 million, respectively, recorded on its consolidated balance sheets as the estimated fair value of the contingent consideration for the Gresham acquisition. Due to the use of significant unobservable inputs, the Company considers the estimated fair value of the Gresham contingent consideration to be a Level 3 financial instrument. Significant unobservable inputs utilized in the December 31, 2013 valuation include: an estimated average annual increase in total assets under management of approximately 12% from the acquisition date through December 31, 2016, a discount rate of 9.5%, and volatility of 27.4%. The contingent consideration terms require two separate calculations involving the use of EBTIDA: one for management fees and the other for performance fees. The Company engaged an external valuation consultant from a nationally recognized consulting firm to assist with the determination of the estimated fair value for the Gresham contingent consideration.

                                                                                                    The following table presents a rollforward of the Gresham contingent consideration fair value measurement, which is considered to be a Level 3 financial instrument, for the years ended December 31, 2013 and 2012 (in millions):

                                                                                            Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

                                                                                             
                                                                                             Contingent
                                                                                            Consideration
                                                                                             

                                                                                            Beginning balance (at January 1, 2012)

                                                                                             $95 

                                                                                            Increase in estimated value of contingent consideration

                                                                                              29 
                                                                                                

                                                                                            Ending balance (at December 31, 2012)

                                                                                             $124 
                                                                                                
                                                                                                

                                                                                            Beginning balance (at January 1, 2013)

                                                                                              124 

                                                                                            Decrease in estimated value of contingent consideration

                                                                                              (87)
                                                                                                

                                                                                            Ending balance (at December 31, 2013)

                                                                                             $37 
                                                                                                
                                                                                                

                                                                                            Derivative Financial Instruments

                                                                                                    As further discussed in Note 7, "Derivative Financial Instruments," the Company used derivative instruments to manage the economic impact of fluctuations in interest rates related to its long-term debt.

                                                                                                    The fair value of the Company's interest rate swaps are determined using the standard market 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 the expectation of future interest rates (forward curves) derived from observed market interest rate curves. In addition, to comply with the provisions of FASB ASC 820, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential nonperformance risk. In adjusting the fair value of its derivative


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            5. FAIR VALUE MEASUREMENTS (Continued)

                                                                                            contracts for the effect of nonperformance risk, the Company has considered any applicable credit enhancements such as collateral postings, thresholds, mutual puts, and guarantees.

                                                                                                    The Company has determined that the majority of the inputs used to value its derivatives at December 31, 2013 fall within Level 2 of the fair value hierarchy. Although the credit valuation adjustments required by FASB ASC 820-10 utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties, the Company has determined that, as of December 31, 2013, the impact of the credit valuation adjustments on the overall valuation of the Company's derivative positions is not significant. As a result, the Company classifies its derivative valuations in Level 2 of the fair value hierarchy. During the year ended December 31, 2012 while the Company had other interest rate swap transactions that were not designated in a formal hedge relationship under the provisions of Codification, the Company had determined that, although the majority of the inputs used to value those derivatives fell within Level 2 of the fair value hierarchy, that, because the credit valuation adjustments associated with those derivatives utilized Level 3 inputs and those credit valuation adjustments had historically been significant to the overall valuation of those derivatives, the Company determined that its overall valuations for those derivatives should be classified in Level 3 of the fair value hierarchy.

                                                                                            Unrealized Gains and Losses

                                                                                                    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, 2013 and 2012, are as follows(in 000s):

                                                                                             
                                                                                             At December 31, 2013 
                                                                                             
                                                                                             Cost Gross
                                                                                            Unrealized
                                                                                            Holding
                                                                                            Gains
                                                                                             Gross
                                                                                            Unrealized
                                                                                            Holding
                                                                                            Losses
                                                                                             Fair Value 

                                                                                            Equity SMAs

                                                                                             $19,638 $5,723 $(6)$25,355 

                                                                                            Fixed Income SMAs

                                                                                              2,753  13  (24) 2,742 

                                                                                            Equity Funds

                                                                                              83,323  11,179  (225) 94,277 

                                                                                            Fixed Income Funds

                                                                                              58,791  1,327  (1,752) 58,366 

                                                                                            Other

                                                                                              64      64 
                                                                                                      

                                                                                             $164,569 $18,242 $(2,007)$180,804 
                                                                                                      
                                                                                                      

                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            5. FAIR VALUE MEASUREMENTS (Continued)


                                                                                             
                                                                                             At December 31, 2012 
                                                                                             
                                                                                             Cost Gross
                                                                                            Unrealized
                                                                                            Holding
                                                                                            Gains
                                                                                             Gross
                                                                                            Unrealized
                                                                                            Holding
                                                                                            Losses
                                                                                             Fair Value 

                                                                                            Equity SMAs

                                                                                             $28,202 $2,135 $(475)$29,862 

                                                                                            Fixed Income SMAs

                                                                                              1,652  86    1,738 

                                                                                            Equity Funds

                                                                                              48,998  5,837  (276) 54,559 

                                                                                            Fixed Income Funds

                                                                                              57,183  3,488  (557) 60,114 

                                                                                            Other

                                                                                              101      101 
                                                                                                      

                                                                                             $136,136 $11,546 $(1,308)$146,374 
                                                                                                      

                                                                                                    The following table presents information about the Company's investments with unrealized losses at December 31, 2013 and 2012 (in 000s):

                                                                                             
                                                                                             At December 31, 2013 
                                                                                             
                                                                                             Less Than 12 months 12 months or longer Total 
                                                                                             
                                                                                             Fair Value Unrealized
                                                                                            Losses
                                                                                             Fair Value Unrealized
                                                                                            Losses
                                                                                             Fair Value Unrealized
                                                                                            Losses
                                                                                             

                                                                                            Equity SMAs

                                                                                             $ $ $619 $(6)$619 $(6)

                                                                                            Fixed Income SMAs

                                                                                              1,005    1,045  (24) 2,050  (24)

                                                                                            Equity Funds

                                                                                              3,076  (25) 29,485  (200) 32,561  (225)

                                                                                            Fixed Income Funds

                                                                                              80  (20) 35,447  (1,732) 35,527  (1,752)


                                                                                             
                                                                                             At December 31, 2012 
                                                                                             
                                                                                             Less Than 12 months 12 months or longer Total 
                                                                                             
                                                                                             Fair Value Unrealized
                                                                                            Losses
                                                                                             Fair Value Unrealized
                                                                                            Losses
                                                                                             Fair Value Unrealized
                                                                                            Losses
                                                                                             

                                                                                            Equity SMAs

                                                                                             $5,933 $(72)$6,709 $(403)$12,642 $(475)

                                                                                            Fixed Income SMAs

                                                                                                         

                                                                                            Equity Funds

                                                                                              3,716  (83) 1,928  (193) 5,644  (276)

                                                                                            Fixed Income Funds

                                                                                              16,451  (542) 141  (15) 16,592  (557)

                                                                                            Fair Value of Financial Instruments

                                                                                                    SFAS No. 107, "Disclosures About Fair Value of Financial Instruments" ("SFAS No. 107")FASB ASC 825, "Financial Instruments," 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 closing market prices, 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


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            5. FAIR VALUE MEASUREMENTS (Continued)

                                                                                            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.


                                                                                            Table of Contents


                                                                                            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: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


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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)


                                                                                            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


                                                                                            Table of Contents


                                                                                            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


                                                                                            Table of Contents


                                                                                            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.


                                                                                            Table of Contents


                                                                                            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.


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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)

                                                                                            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


                                                                                            Table of Contents


                                                                                            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)

                                                                                             
                                                                                             December 31, 2013 December 31, 2012 
                                                                                             
                                                                                             Carrying
                                                                                            Amount
                                                                                             Fair Value Carrying
                                                                                            Amount
                                                                                             Fair Value 

                                                                                            Assets:

                                                                                                         

                                                                                            Cash and cash equivalents

                                                                                             $323,717 $323,717 $289,289 $289,289 

                                                                                            Cash segregated in compliance with federal and other regulations

                                                                                              1,000  1,000  1,000  1,000 

                                                                                            Management fees, distribution fees, and reimbursable fund expenses receivable

                                                                                              138,198  138,198  151,064  151,064 

                                                                                            Other receivables

                                                                                              16,528  16,528  16,280  16,280 

                                                                                            Available-for-sale securities

                                                                                              180,804  180,804  146,374  146,374 

                                                                                            Other investments

                                                                                              24,749  24,749  23,268  23,268 

                                                                                            Open derivatives

                                                                                              33,755  33,755     

                                                                                            Liabilities:

                                                                                              
                                                                                             
                                                                                              
                                                                                             
                                                                                              
                                                                                             
                                                                                              
                                                                                             
                                                                                             

                                                                                            Debt

                                                                                             $4,482,668 $4,506,498 $4,419,990 $4,518,874 

                                                                                            Accounts payable

                                                                                              15,679  15,679  20,060  20,060 

                                                                                            Gresham contingent consideration

                                                                                              37,200  37,200  124,400  124,400 

                                                                                            Table of Contents


                                                                                            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


                                                                                            Table of Contents


                                                                                            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.


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/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 Portfolios6. DEBT

                                                                                                    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 derivatives2013 and 2012, debt (not including any debt related to certain product portfolios are classified in Level 1consolidated VIEs) on the accompanying consolidated balance sheets was comprised of the fair value hierarchy,following, all of which is classified as all valuationslong-term obligations:

                                                                                             
                                                                                             December 31,
                                                                                            2013
                                                                                             December 31,
                                                                                            2012
                                                                                             

                                                                                            First Lien Term Loans

                                                                                                   

                                                                                            Extended Term Loans due 5/13/17 (floating interest rate)

                                                                                               $2,281,251 

                                                                                            Net unamortized discount

                                                                                                (9,793)

                                                                                            Net unamortized debt issuance costs

                                                                                                (27,630)

                                                                                            Incremental Term Loans due 5/13/17 (floating interest rate)

                                                                                              
                                                                                              
                                                                                            280,000
                                                                                             

                                                                                            Net unamortized discount

                                                                                                (4,889)

                                                                                            Net unamortized debt issuance costs

                                                                                                (7,389)

                                                                                            First Lien Term Loans—April 29, 2013

                                                                                              
                                                                                             
                                                                                              
                                                                                             
                                                                                             

                                                                                            First-Lien Term Loans due 5/13/17 (floating interest rate)

                                                                                              2,561,251   

                                                                                            Net unamortized discount

                                                                                                 

                                                                                            Net unamortized debt issuance costs

                                                                                              (4,951)  

                                                                                            Second-Lien Term Loans

                                                                                              
                                                                                             
                                                                                              
                                                                                             
                                                                                             

                                                                                            Second Lien-Term Loans due 2/28/19 (floating interest rate)

                                                                                                500,000 

                                                                                            Net unamortized discount

                                                                                                (4,552)

                                                                                            Net unamortized debt issuance costs

                                                                                                (9,638)

                                                                                            Second-Lien Term Loans—April 29, 2013

                                                                                              
                                                                                             
                                                                                              
                                                                                             
                                                                                             

                                                                                            New Second Lien-Term Loans due 2/28/19

                                                                                              500,000 �� 

                                                                                            Net unamortized discount

                                                                                                 

                                                                                            Net unamortized debt issuance costs

                                                                                              (1,018)  

                                                                                            Senior Unsecured Notes

                                                                                              
                                                                                             
                                                                                              
                                                                                             
                                                                                             

                                                                                            Senior unsecured notes—51/2% due 9/15/15

                                                                                              300,000  300,000 

                                                                                            Net unamortized discount

                                                                                              (318) (492)

                                                                                            Net unamortized debt issuance costs

                                                                                              (501) (773)

                                                                                            Senior unsecured notes—91/8% due 10/15/17

                                                                                              
                                                                                            500,000
                                                                                              
                                                                                            500,000
                                                                                             

                                                                                            Net unamortized discount

                                                                                              (6,290) (8,336)

                                                                                            Net unamortized debt issuance costs

                                                                                              (587) (779)

                                                                                            Senior unsecured notes—91/2% due 10/15/20

                                                                                              
                                                                                            645,000
                                                                                              
                                                                                            645,000
                                                                                             

                                                                                            Net unamortized discount

                                                                                              (9,074) (10,969)

                                                                                            Net unamortized debt issuance costs

                                                                                              (844) (1,021)
                                                                                                  

                                                                                             $4,482,668 $4,419,990 
                                                                                                  
                                                                                                  

                                                                                                    The aggregate maturities of debt 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 aseach of the closing of the MDP Transactions, the prior stock optionnext five years are as follows: none in 2014, $300.0 million in 2015, none in 2016, $3.1 billion in 2017, none in 2018, 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").$1.1 billion thereafter.


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                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            6. EQUITY-BASED COMPENSATIONDEBT (Continued)

                                                                                                    Certain Employee Participants purchased 7,247,295 Class A Units (approximately 3%Senior Secured Credit Facility

                                                                                            Overview

                                                                                                    In connection with the MDP Transactions, the Company entered into a senior secured credit facility, consisting of Holdings' Class A Units)a $2.3 billion first-lien term loan facility and a $250 million first-lien revolving credit facility (the "Original Revolving Credit Facility"). TheAt the time of the MDP Transactions, the Company borrowed the full amount available under the $2.3 billion first-lien term loan facility (the "Original Term Loans") and used the proceeds from this borrowing to finance part of the MDP Transactions.

                                                                                                    On December 31, 2010, the Company amended its senior secured credit facility pursuant to which, among other things, the Company: extended the final maturity of $171.0 million of commitments under the Original Revolving Credit Facility from November 13, 2013 to November 13, 2015 (the "Extended Revolving Credit Facility"), subject to certain springing maturity terms; extended the final maturity of $1.0 billion of Original Term Loans from November 13, 2014 to May 13, 2017 (the "Extended Term Loans"), subject to certain springing maturity terms; and converted $57.0 million of then-outstanding borrowings under the Original Revolving Credit Facility into additional Extended Term Loans.

                                                                                                    On December 30, 2011, the Company obtained an additional $280.0 million in first-lien term loans (the "Incremental Term Loans") under its senior secured credit facility. All proceeds from the Incremental Term Loans were used to pay a portion of the cash consideration for the acquisition of a controlling interest in Gresham.

                                                                                                    On February 29, 2012, the Company extended an additional $789.3 million of Original Term Loans into additional Extended Term Loans. On the same date, the Company refinanced $500.0 million of second-lien term loans that it had obtained under its senior secured credit facility in July and August of 2009 (the "Original Second-Lien Term Loans") by obtaining $500.0 million of new second-lien term loans under its senior secured credit facility (the "New Second-Lien Term Loans"). Proceeds from the Original Second-Lien Term Loans were used to pay down a portion of its first-lien term loans. Proceeds from the New Second-Lien Term Loans were used to repay the $500.0 million of Original Second-Lien Term Loans.

                                                                                                    On September 19, 2012, the Company amended its senior secured credit facility pursuant to which, among other things, the Company:

                                                                                              obtained an additional $365.9 million in first-lien term loans having a final maturity of May 13, 2017 (the "New First-Lien Term Loans"), subject to the springing maturity date described under "—Maturity";

                                                                                              used a portion of the proceeds from the New First-Lien Term Loans to repay $228.8 million of the $297.9 million of outstanding Original Term Loans along with related fees and expenses;

                                                                                              extended the final maturity of the remaining Class A Units$69.1 million of outstanding Original Term Loans from November 13, 2014 to May 13, 2017, subject to the springing maturity date described under "—Maturity";

                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            6. DEBT (Continued)

                                                                                              used a portion of the proceeds from the New First-Lien Term Loans to repay the $13.9 million outstanding under the Original Revolving Credit Facility and the $108.1 million outstanding under the Extended Revolving Credit Facility, along with related fees and expenses; and

                                                                                              obtained a new $190.0 million first-lien revolving credit facility (the "New Revolving Credit Facility") having a final maturity of February 12, 2017, subject to the springing maturity date described under "—Maturity," which replaced both the Original Revolving Credit Facility and the Extended Revolving Credit Facility (the "Old Revolving Credit Facilities").

                                                                                                    After giving effect to the September 19, 2012 amendment, both the Original Term Loans that were purchased by MDP, affiliates of Merrill Lynch Global Private Equityextended, and certain other co-investorsthe New First-Lien Term Loans that were obtained in connection with such amendment, had the consummationsame terms as the Extended Term Loans and, as a result, the term "Extended Term Loans" includes the extended Original Term Loans and the New First-Lien Term Loans for all purposes herein for any period after September 19, 2012. In addition, as a result of the Transactions.September 19, 2012 amendment, all of the Company's first-lien term loans, including the Incremental Term Loans, had a final maturity date of May 13, 2017, subject to the springing maturity date described under "—Maturity."

                                                                                                    Effective February 28, 2013, the Company amended its senior secured credit facility pursuant to which it reduced the interest rate spread applicable to all of the outstanding term loans under its first-lien term loan facility and all of the outstanding commitments under its first-lien revolving credit facility. As a result of the February 28, 2013 amendment, the Company converted all of its outstanding first-lien term loans into a single tranche of outstanding term loans under its first-lien term loan facility (the "Tranche A First-Lien Term Loans").

                                                                                                    The purchase priceFebruary 28, 2013 amendment did not result in any change to the aggregate principal amount of term loans outstanding under the first-lien term loan facility or the aggregate amount of commitments outstanding under the Company's first-lien revolving credit facility.

                                                                                                    Effective April 29, 2013, the Company refinanced its $2,561 million first-lien and $500 million second-lien term loans. In connection with this refinancing, the then-existing first-lien and second-lien lenders were paid by Employee Participantscall premiums of 101% and 102%, respectively (total $35.6 million). Also as a result of this refinancing, the interest rate spread for the Class A Unitsfirst-lien and second-lien loans decreased 1.00% and 1.75%, respectively. There 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 holdersno change in the aggregate to fifteen percentprincipal amount of term loans outstanding under the Company's senior secured credit facility. Also, the maturity of the appreciationfirst-lien and second-lien loans remains at May 13, 2017 and February 28, 2019, respectively (subject, in the valueeach case, to a springing maturity date). As a result of the April 29, 2013 refinancing transaction, the Company beyondexpensed approximately $103.6 million, comprised of: $35.6 million in call premium and $68.0 million to the issue date. The Class B Units vest over five to seven years, or earlier inwrite-off of the case of a liquidity event.then-remaining unamortized discounts and capitalized debt issuance costs associated with the original first-lien and second-lien loans. The Company engaged an outside valuation firmalso capitalized $7.2 million of new debt issuance costs, which will be amortized to assist management in estimatingexpense over the per-share fair valueterm of the Class B Units for financial reporting purposes. Based onnew first-lien and second-lien loans using the valuation, the 956,111 Class B Units issued were valued at $155.11 per share. The aggregate valueeffective interest rate method.

                                                                                                    As a result 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,April 29, 2013 amendment, the Company has approximately $5.8 million and $0.6 million, respectively, recorded in the Shareholders' Equity sectiona single tranche of outstanding term loans under 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.first-lien term loan facility (the "Tranche B First-Lien Term Loans"). 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.


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            6. EQUITY-BASED COMPENSATIONDEBT (Continued)

                                                                                            Subsidiary Equity Opportunity Programs—Predecessor and Successor

                                                                                            Tranche B First-Lien Term Loans bear interest at a rate of LIBOR plus a spread of 4.00% per annum (or alternate base rate plus 3.00%), subject to a 25 basis point step-down in the spread if the Company achieves a ratio of net first-lien secured indebtedness to adjusted EBITDA ("Senior Secured Net Leverage Ratio") of 4.00:1.00 or less. 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 interest2013, the Company's Senior Secured Net Leverage Ratio was 4.56:1.00. The Tranche B First-Lien Term Loans will mature on May 13, 2017 (or, if applicable, on the consolidated balance sheets. This purchase allowed managementSpringing Maturity Date, as defined below). The Tranche B First-Lien Term Loans have call protection with respect to participatecertain "repricing transactions" that occur during the six months following the effective date (April 29, 2013) in profitsthe form of NWQ above specified levels beginning January 1, 2003. No expense was recordeda fee equal to 1.0% of the principal amount of any such repriced Tranche B First-Lien Term Loans.

                                                                                                    As a further result of the April 29, 2013 amendment, the Company has a single tranche of outstanding term loans under its second-lien term loan facility (the "Tranche B Second-Lien Term Loans"). The Tranche B Second-Lien Term Loans bear interest at a rate of LIBOR (subject to a 1.25% floor) plus a spread of 5.25% per annum (or alternate base rate (subject to a 2.25% floor) plus 4.25%). The Tranche B Second-Lien Term Loans will mature on this programFebruary 28, 2019 (or, if applicable, the Springing Maturity Date). Upon a Change of Control (as defined in the Credit Agreement), the Company must make an offer to repay all or any part of each Tranche B Second-Lien Term Loans at a price of 101% of the principal amount thereof plus accrued and unpaid interest thereon. The Tranche B Second-Lien Term Loans have call protection with respect to voluntary and mandatory prepayments (other than in connection with a Change of Control) that occur during the first year following the effective date (April 29, 2013) in the form of a fee equal to 1.0% of the principal amount of any such prepaid Tranche B Second-Lien Term Loans.

                                                                                                    The final stated maturity of the Tranche B First-Lien Term Loans and the Tranche B Second-Lien Term Loans will be the 90th day prior to the maturity of the Company's 2015 5.5% Notes (i.e., June 17, 2015) if, on such date, the aggregate principal amount of all such 5.5% Notes is equal to or greater than the adjusted EBITDA of the Company and its restricted subsidiaries for the yearmost recently ended four fiscal quarters of the Company. Such date is referred to as the "Springing Maturity Date."

                                                                                            Principal Amounts Outstanding

                                                                                                    At 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 2008,2013, the Company had the right to purchase the noncontrolling members' respective interests in NWQ at fair value. On February 13, 2004,$2.6 billion of outstanding First-Lien Term Loans and $500.0 million of outstanding New Second-Lien Term Loans. At December 31, 2013, the Company exerciseddid not have any borrowings outstanding under 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 MarchNew Revolving Credit Facility.

                                                                                                    At December 31, 2008,2012, the Company had repurchased all noncontrolling members' interests$2.3 billion of outstanding Extended Term Loans, $280.0 million of outstanding Incremental Term Loans, and $500.0 million of outstanding Original Second-Lien Term Loans. At December 31, 2012, the Company did not have any borrowings outstanding under this program.its Old Revolving Credit Facilities.

                                                                                            Santa BarbaraFair Value

                                                                                                    As partAt December 31, 2013, the fair values of the Santa Barbara acquisition, an equity opportunity was put in place to allow key individuals to participate in Santa Barbara's earnings growth overCompany's debt under its senior secured credit facility were: $2.6 billion for the subsequent six years (Class 2 Units, Class 5A Units, Class 5B Units,First-Lien Term Loans and Class 6 Units, collectively referred to as "Units"). The Class 2 Units were fully vested upon issuance. One third of$495.8 million for 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 periodNew Second-Lien Term Loans.


                                                                                            Table of Contents


                                                                                            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 DecemberDECEMBER 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.


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            6. EQUITY-BASED COMPENSATIONDEBT (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.


                                                                                            Table of Contents


                                                                                            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


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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)

                                                                                            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 on2012, the accompanying consolidated balance sheets was comprisedfair values 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 newCompany's debt under its senior secured credit facility (the "Credit Facility") consisting of awere: $2.3 billion term loan facilityfor the Extended Term Loans, $281.7 million for the Incremental Term Loans, and a $250$510.0 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 infor the Credit Facility); limitations on our incurrence of additional debt; and other limitations.New Second-Lien Term Loans.

                                                                                                    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.


                                                                                            Table of ContentsWeighted Average Interest Rates


                                                                                            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 yearyears ended December 31, 2008,2013, 2012 and 2011, the unhedged weighted-average interest raterates on the $2.3 billionamounts 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%.First-Lien Term Loans were 4.63%, 5.08%, and 5.07%, respectively.

                                                                                            Guarantors and Security

                                                                                                    All obligations under the Credit FacilityCompany's senior secured credit facility are guaranteed by the ParentWindy City Investments, Inc., its parent company ("Parent"), and each of ourits present and future, direct and indirect, wholly-ownedwholly owned material subsidiaries (excluding broker-dealer subsidiaries, foreign subsidiaries and domestic subsidiaries (excluding subsidiaries thatwhose only assets are broker-dealers)equity interests in foreign subsidiaries). The obligations under the Credit FacilityCompany's senior secured credit facility and these guarantees are secured, subject to permitted liens and other specified exceptions, (1)(i) on a first-lien basis, by all of its capital stock and 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 Investmentsthe Company or any guarantor and (2)(ii) on a first-lien basis by substantially all otherof its and each guarantor's present and future assets, except that the New Second-Lien Term Loans are secured by the same capital stock and assets on a second-lien basis. Refer to Note 14, "Financial Information Related to Guarantor Subsidiaries" for additional information.

                                                                                            Senior Unsecured Notes

                                                                                            91/8% Senior Notes due 2017 / 91/2% Senior Notes due 2020

                                                                                                    On September 19, 2012, the Company completed a notes offering (the "2017/2020 Notes Offering") 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(i) $500,000,000 aggregate principal amount of approximately $5.8 million beginning June 30, 2008. At December 31, 2008, after91/8% senior notes due 2017 (the "2017 Notes") and (ii) $645,000,000 aggregate principal amount of 91/2% senior notes due 2020 (the "2020 Notes" and together with the first three quarterly payments2017 Notes, the "2017/2020 Notes"). The 2017 Notes will mature on October 15, 2017 and will accrue interest at the rate of approximately $5.8 million were made,91/8% per year. The 2020 Notes will mature on October 15, 2020 and will accrue interest at the Company had approximately $2.3 billion outstanding underrate of 91/2% per year. Interest on the term loan facility.2017/2020 Notes is payable semi-annually in cash in arrears on April 15 and October 15 of each year. The Credit Facility permits all or any portionnet proceeds of the loans outstanding thereunder2017/2020 Notes Offering were primarily used to be prepaid.

                                                                                                    At December 31, 2008repurchase and 2007, the fair valueredeem all 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%Company's outstanding 101/2% senior unsecured notes ("10.5% senior notes"). The 10.5% senior notes mature on November 15,due 2015 (described below) and pay a coupon of 10.5% of par value semi-annually on May 15the related fees and November 15 of each year, commencing on May 15, 2008.expenses. The Company received approximately $758.9 million in net proceeds after underwriting commissions and structuring fees. The netremaining proceeds were used as partfor general corporate purposes. The 2017/2020 Notes rank equally in right of payment with all of the financingCompany's other existing and future senior unsecured indebtedness and are senior in right of payment to consummateany future indebtedness that is subordinated in right of payment to the MDP Transactions.

                                                                                                    At December 31, 2008notes. Obligations under the 2017/2020 Notes are guaranteed by Parent and 2007, the fair valueeach of the $785 million 10.5%Company's present and future, direct and indirect, wholly owned material domestic subsidiaries that guarantee its obligations under its senior notes was approximately $177 million and $780 million, respectively.secured credit facility (discussed above). Such guarantees are


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                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            7.6. 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 intoCompany's obligations under its financial results a collateralized loan obligation, Symphony CLO V, in accordance with U.S. generally accepted accounting principles. Although the Company does not holdsenior secured credit facility and related hedging obligations and 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 portionfuture secured indebtedness 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 relatedCompany. Refer to the issuance of the Predecessor senior term notes were capitalized and were being amortizedNote 14, "Financial Information Related to expense over their term.Guarantor Subsidiaries" for additional information.

                                                                                                    At December 31, 2008,2013, the fair value of the Predecessor senior term notes2017 Notes was approximately $110.8$502.8 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 notes2020 Notes was approximately $229.2 million for$651.9 million.

                                                                                                    The Company may redeem some or all of the 5% senior term notes due 20102017 Notes at any time prior to October 15, 2014 by paying a price equal to 100% of the principal amount plus a "make-whole" premium, along with accrued and $207.9 million forunpaid interest and additional interest (as defined in the 5.5% senior term notes due 2015.

                                                                                                    During December 2008,indentures governing the 2017/2020 Notes), if any, to the date of redemption. At any time prior to October 15, 2014, the Company retired a portionmay, on one or more occasions, use the net cash proceeds of certain equity offerings to redeem up to 35% of the Predecessor senior unsecured notes due 2010. Ofprincipal amount of the total $8.4 million in total cash paid, approximately $0.2 million was for2017 Notes at a redemption price equal to 109.125% of their principal amount, plus accrued and unpaid interest and additional interest, if any, to the redemption date, provided that at least 65% of the aggregate principal amount of the 2017 Notes originally issued remains outstanding immediately following such redemption and such redemption occurs within 90 days of such equity offering. At any time on or after October 15, 2014, the 2017 Notes may be redeemed 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, to, but not including, the redemption date, if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

                                                                                            Year
                                                                                             Percentage 

                                                                                            2014

                                                                                              106.844%

                                                                                            2015

                                                                                              104.563%

                                                                                            2016 and thereafter

                                                                                              100.000%

                                                                                                    The Company may redeem some or all of the 2020 Notes at any time prior to October 15, 2016 by paying a price equal to 100% of the principal amount plus a "make-whole" premium, along with accrued and unpaid interest and additional interest, if any, to the remaining amount for principal representing $17.8 million in par on the 5% senior term notes due 2010. As a result,date of redemption. At any time prior to October 15, 2015, the Company recordedmay, on one or more occasions, use the net cash proceeds of certain equity offerings to redeem up to 35% of the principal amount of the 2020 Notes at a $9.6 million gainredemption price equal to 109.5% of their principal amount, plus accrued and unpaid interest and additional interest, if any, to the redemption date; provided that at least 65% of the aggregate principal amount of the 2020 Notes originally issued remains outstanding immediately following such redemption and such redemption occurs within 90 days of such equity offering. At any time on early extinguishmentor after October 15, 2016, the 2020 Notes may be redeemed at the redemption prices (expressed as a percentage 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.principal amount) set forth below, plus accrued and unpaid interest, and additional interest, if any, to, but not


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                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            6. DEBT (Continued)

                                                                                            including, the redemption date, if redeemed during the twelve-month period beginning on October 15 of the years indicated below:

                                                                                            Year
                                                                                             Percentage 

                                                                                            2016

                                                                                              104.750%

                                                                                            2017

                                                                                              102.375%

                                                                                            2018 and thereafter

                                                                                              100.000%

                                                                                                    The indentures governing the Company's 2017/2020 Notes contain a number of covenants that, among other things, limit or restrict the Company's ability and the ability of the Company's restricted subsidiaries 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 its line of business or engage in certain transactions with affiliates. Although the Company is not required to make mandatory redemption or sinking fund payments with respect to the 2017/2020 Notes, the Company is required to make an offer to purchase the 2017/2020 Notes in the event of a change of control or certain material sales of its assets.

                                                                                                    The indentures governing the Company's 2017/2020 Notes also contain customary events of default including: non-payment of principal; non-payment of interest or other amounts due under the notes; failure to perform or observe covenants set forth in the indentures; cross defaults to material indebtedness; bankruptcy and insolvency defaults; monetary judgment defaults to the extent not covered by indemnities or insurance; and failure of guarantees to be in full force and effect.

                                                                                                    The 2017/2020 Notes were sold in a private placement and have not been registered under the Securities Act of 1933. The Company has agreed, under the terms of a registration rights agreement, to (i) file, no later than 18 months after the issue date of the 2017/2020 Notes, a registration statement (the "Exchange Offer Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC") with respect to a registered offer to exchange the 2017/2020 Notes and related guarantees for new notes (the "Exchange Notes") and related guarantees of the Company having terms substantially identical in all material respects to the 2017/2020 Notes and related guarantees (except that the Exchange Notes will not contain any transfer restrictions) (the "Exchange Offer"), (ii) use commercially reasonable efforts to have the Exchange Offer Registration Statement declared effective by the SEC on or prior to 21 months after the issue date of the 2017/2020 Notes (or two years if reviewed by the SEC) and (iii) use commercially reasonable efforts to consummate the Exchange Offer within 30 business days after the Exchange Offer Registration Statement is declared effective by the SEC. In addition, the Company agreed, in some circumstances, to file a "shelf registration statement" that would allow some or all of the 2017/2020 Notes to be offered to the public. If the Company does not comply with its obligations under the registration rights agreements, the Company will be required to pay additional interest to holders of the 2017/2020 Notes.


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                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            6. DEBT (Continued)

                                                                                            51/2% Senior Notes due 2015

                                                                                                    At December 31, 2013 and 2012, the Company had $300 million in aggregate principal amount of 51/2% senior notes due September 15, 2015 (the "51/2% senior notes") outstanding. The 51/2% senior notes rank equally in right of payment with all of the Company's other existing and future senior unsecured indebtedness. The 51/2% senior notes bear interest at a rate of 51/2% per annum, payable semiannually in arrears on March 15 and September 15 of each year. The 51/2% senior notes are not guaranteed by any of the Company's subsidiaries.

                                                                                                    At December 31, 2013 and December 31, 2012, the fair values of the 51/2% senior notes were $303.0 million and $289.5 million, respectively.

                                                                                                    The Company may redeem the 51/2% senior 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 51/2% senior notes to be redeemed or (b) the remaining scheduled payments of principal and interest on the 51/2% senior notes being redeemed, discounted to the redemption date on a semiannual basis at the treasury rate, plus 20 basis points, plus (ii) accrued and unpaid interest, if any, on the notes to be redeemed.

                                                                                                    The indenture governing the 51/2% senior notes contains a number of covenants that, among other things, limit or restrict the Company's ability to create liens on the capital stock of its significant subsidiaries that secure debt senior to the 51/2% senior notes, dispose of the capital stock of any of its significant subsidiaries or engage in mergers or consolidations. The indenture also contains customary events of default including payment defaults; covenant defaults; insolvency or bankruptcy; and cross defaults to other indebtedness.

                                                                                            7. DERIVATIVE FINANCIAL INSTRUMENTS

                                                                                                    FASB ASC 815, Derivatives and Hedging ("ASC 815"), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company's objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.

                                                                                                    As required by ASC 815, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency


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                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            7. DEBTDERIVATIVE FINANCIAL INSTRUMENTS (Continued)

                                                                                            exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

                                                                                            OtherRisk Management Objective of Using Derivatives

                                                                                                    The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash receipts and its known or expected cash payments principally related to the Company's borrowings.

                                                                                            Cash Flow Hedges of Interest Rate Risk

                                                                                                    The Company's broker-dealer subsidiary may utilize uncommitted linesobjectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of creditits interest rate risk management strategy. During May 2013, the Company entered into four forward-starting interest-rate swap derivatives to hedge the variable cash flows associated with no annual facility feesexisting variable-rate debt. As of December 31, 2013, the Company had all four outstanding forward-starting interest rate swap derivatives outstanding with an initial combined notional value of $1.5 billion, which decreases to $1.25 billion on December 31, 2017 and $1.0 billion on December 31, 2018. The last termination date for unanticipated, short-term liquidity needs.these interest rate swaps is December 31, 2019. These four forward-starting interest rate swap derivatives were designated as cash flow hedges of interest rate risk. At December 31, 20082013, the Company had $33.8 million recorded as the "Fair Value of Open Derivatives" in the Assets section of its consolidated balance sheet for these four forward-starting interest rate swap derivatives.

                                                                                                    The effective portion of changes in the fair value of derivatives designated and 2007, no borrowings were outstandingthat qualify as cash flow hedges is recorded net of tax in AOCI, which is a separate component of equity, on the Company's December 31, 2013 consolidated balance sheet. At December 31, 2013, the Company had $21.3 million of unrealized gains recorded in AOCI (which is net of tax) relating to these four interest rate swaps. The amount recorded in AOCI is subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. For the year ended December 31, 2013, the Company did not have any amounts recorded on its consolidated statements of operations for ineffectiveness on


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                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            7. DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

                                                                                            these four interest rate swap derivatives. Amounts reported in AOCI related to these derivatives will be reclassified to interest expense as settlement payments on these uncommitted linesforward-starting interest rate swap derivatives are made. The swaps become effective on December 31, 2014, ensuring one day of credit.accrued interest that will need to be reclassified to interest expense. This amount will change until December 29, 2014 when the rate fixes for the first interest period. However, based on the forward curve at December 31, 2013, the amount that is currently expected to be accrued is $58 thousand.

                                                                                            Non-designated Hedges

                                                                                                    The Company does not have any derivatives that are not designated as hedges at December 31, 2013. During the year ended December 31, 2012, the Company had certain derivatives that were not designated as hedges for accounting purposes; these derivatives matured November 1, 2012.

                                                                                            Credit-risk-related Contingent Features

                                                                                                    The Company's derivatives trading agreements contain credit-risk-related contingent features that, if triggered, could allow the counterparties to terminate derivatives contracts, including those where the Company is in a net liability position. The circumstances in which the credit-risk-related contingent features in one or more of the Company's derivatives trading agreements could be triggered include the following: a default by the Company under certain of its indebtedness; a bankruptcy or insolvency of the Company; a material change in the structure of the Company that materially weakens the Company's creditworthiness; failure to secure certain of the Company's derivatives obligations on a pari passu basis with certain of its indebtedness; or a failure to refinance certain indebtedness prior to its maturity date. As of December 31, 2013, the Company had not triggered any such credit-risk-related contingent features. Also, at December 31, 2013, the Company was in an asset position with respect to its open derivatives. Therefore, had the credit-risk related contingent features been triggered at December 31, 2013, no payment would have been required.

                                                                                            Fair Value

                                                                                                    The fair value of the Company's interest rate swaps are determined using the standard market 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 the expectation of future interest rates (forward curves) derived from observed market interest rate curves. In addition, to comply with the provisions of FASB ASC 820, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential nonperformance risk. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered any applicable credit enhancements such as collateral postings, thresholds, mutual puts, and guarantees.

                                                                                                    The Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy. Although the credit valuation adjustments required by FASB ASC 820-10 utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties, the Company has determined that, as of December 31, 2013, the impact of the credit valuation adjustments on the overall valuation of the Company's derivative


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            7. DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

                                                                                            positions is not significant. As a result, the Company classifies its derivative valuations in Level 2 of the fair value hierarchy.

                                                                                            8. INCOME TAXES

                                                                                                    The provision for income taxes on earnings for the three years ended December 31, 20082013 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)
                                                                                                      

                                                                                             
                                                                                             2013 2012 2011 
                                                                                             
                                                                                             (in 000s)
                                                                                             

                                                                                            Current:

                                                                                                      

                                                                                            Federal

                                                                                             $ $ $ 

                                                                                            State

                                                                                              634  1,078  1,907 

                                                                                            Foreign

                                                                                              131  52  56 
                                                                                                    

                                                                                            Total Current

                                                                                              765  1,130  1,963 
                                                                                                    
                                                                                                    

                                                                                            Deferred:

                                                                                                      

                                                                                            Federal

                                                                                              (46,616) (238,160) (2,013)

                                                                                            State

                                                                                              3,467  (3,700) (6,241)

                                                                                            Foreign

                                                                                              (1)    
                                                                                                    

                                                                                            Total Deferred

                                                                                              (43,150) (241,860) (8,254)
                                                                                                    

                                                                                            Income Tax Benefit

                                                                                             $(42,385)$(240,730)$(6,291)
                                                                                                    
                                                                                                    

                                                                                                    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 provision for income taxes is different from that which would be computed by applying the statutory federal income tax rate to income before taxes. Net income/(loss) associated with Symphony CLO V (the one CLO that is included in "Net Income/(Loss) attributable to Nuveen Investments"—refer to Note 3, "Consolidated Variable Interest Entities" for additional information) is excluded from the effective tax rate reconciliations below to present a more transparent analysis.


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            8. INCOME TAXES (Continued)

                                                                                                    Other principal reasonscomponents of the differences between applying the statutory federal income tax rate to the provision for these differencesincome taxes are as follows:presented below:

                                                                                             
                                                                                             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%
                                                                                                      

                                                                                             
                                                                                             2013 2012 2011 

                                                                                            Federal statutory rate applied to income before taxes

                                                                                             $(659)$(292,213)$(4,095)

                                                                                            State and local income taxes net of federal income tax benefit

                                                                                              2,178  (16,177) 1,197 

                                                                                            Effect of changes in tax law, rates

                                                                                                  (1,937)

                                                                                            Effect of apportionment changes on temporary differences

                                                                                              3,481  12,747  (1,020)

                                                                                            Valuation allowance

                                                                                              (54,494) 52,495  (1,163)

                                                                                            Non-deductible expense

                                                                                              985  990  851 

                                                                                            Share based awards

                                                                                              7,979  4,180   

                                                                                            Foreign tax

                                                                                              130  52   

                                                                                            Other, net

                                                                                              (1,985) (2,804) (124)
                                                                                                    

                                                                                             $(42,385)$(240,730)$(6,291)
                                                                                                    
                                                                                                    

                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/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)
                                                                                                  

                                                                                             
                                                                                             December 31, 
                                                                                             
                                                                                             2013 2012 
                                                                                             
                                                                                             (in 000s)
                                                                                             

                                                                                            Gross deferred tax assets:

                                                                                                   

                                                                                            Deferred compensation

                                                                                             $11,331 $9,287 

                                                                                            Net operating loss carryforwards

                                                                                              241,960  193,454 

                                                                                            Pension and post-retirement benefit plan costs

                                                                                              7,961  14,524 

                                                                                            Equity based compensation

                                                                                              51,284  48,444 

                                                                                            Accrued compensation

                                                                                              12,208  8,847 

                                                                                            Investments in partnerships

                                                                                              14,834  1,879 

                                                                                            Alternative minimum tax credit carryforward

                                                                                              8,549  8,549 

                                                                                            Charitable contribution carryforward

                                                                                              3,170  4,008 

                                                                                            Other, consisting primarily of deferred rent and depreciation

                                                                                              10,255  8,975 
                                                                                                  

                                                                                            Gross deferred tax assets

                                                                                              361,552  297,967 
                                                                                                  

                                                                                            Valuation allowance

                                                                                              (18,794) (74,142)
                                                                                                  

                                                                                            Deferred tax assets, net of valuation allowances

                                                                                              342,758  223,825 
                                                                                                  

                                                                                            Gross deferred tax liabilities:

                                                                                                   

                                                                                            Deferred commissions and fund offering costs

                                                                                              (1,051) (2,232)

                                                                                            Intangible assets

                                                                                              (856,344) (849,194)

                                                                                            Goodwill amortization

                                                                                              (142,503) (85,154)

                                                                                            Unrealized gains on investments and derivatives

                                                                                              (17,350) (1,279)

                                                                                            Debt related deferrals

                                                                                              (20,565) (3,603)

                                                                                            Internally developed software

                                                                                              (11,783) (13,069)
                                                                                                  

                                                                                            Gross deferred tax liabilities

                                                                                              (1,049,596) (954,532)
                                                                                                  

                                                                                            Net deferred tax liability

                                                                                             $(706,838)$(730,707)
                                                                                                  
                                                                                                  

                                                                                                    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.


                                                                                            Table of Contents


                                                                                            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, 2008,2013, the Company had a federal taxnet operating loss carryforward benefitsdeferred tax asset of approximately $3.4$210.4 million that, if not utilized, will expire in 2028.between 2028 and 2033. At December��December 31, 2008,2013, the Company also had a state taxnet operating loss carryforward benefitsdeferred tax asset of approximately $27.8$31.6 million that, if not utilized, will expire between 20132014 and 2028.2033. For financial reporting purposes, a valuation allowance of approximately $4.9 million has been established against the deferred tax assets related to certain tax loss carryforwards 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, 20082013 and 2007,2012, the Company didmaintained a valuation allowance against its deferred tax assets of $18.8 million and $74.1 million, respectively. Under U.S. GAAP, a valuation allowance is required to be recognized if it is "more likely than not" that a deferred tax asset will not hold any derivatives designated in a formal hedge relationship under the provisions of SFAS No. 133.

                                                                                            Derivatives Transactions Related to Financing Partbe realized. The determination 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 partrealizability 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 billiondeferred tax assets is highly subjective and dependent upon judgment concerning management's evaluation 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 basisboth


                                                                                            Table of Contents


                                                                                            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 DecemberDECEMBER 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


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            9. DERIVATIVE FINANCIAL INSTRUMENTS8. INCOME TAXES (Continued)


                                                                                            issuancepositive and negative evidence, the forecasts of fixed-rate debt (the longer-term senior term notesfuture income, applicable tax planning strategies, and assessments of current and future economic and business conditions. Positive evidence may include the existence of taxes paid in available carry-back years as well as the probability that replacedtaxable income will be generated in future periods, while negative evidence may include the bridge credit agreement) attributable to changesCompany's cumulative losses in interest rates. The prevailing Treasury rates had increased by the timecurrent year and prior two years, the absence of recoverable taxes available from the senior term notes issuancecarry-back years, and the locks were settled for a net payment to the Company of approximately $1.6 million.general business and economic trends. The Company deferred this gainis required to assess all qualifying tax planning strategies. The qualifying tax planning strategies identified 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-yearmanagement are 1) prudent 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 investmentfeasible, 2) 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,that the Company has engaged an external independent valuation firmthe intent and ability to assist inimplement, and 3) strategies that would allow 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 upCompany to a maximum of $180 million in the aggregate will be duerecognize significant taxable income prior 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,expiration 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.


                                                                                            Table of Contents


                                                                                            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)net operating losses.

                                                                                                    At December 31, 2008,2013 and 2012, the assets of the collateral pool of the CLO were approximately $393.3Company carried a $1.2 million liability on each respective consolidated balance sheet for uncertain tax positions, 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" onif recognized, would affect the Company's accompanying consolidated balance sheets.effective tax rate.

                                                                                                    The Company accounts forand its investmentssubsidiaries file income tax returns in the CLOfederal, various state, 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.foreign jurisdictions. The Company reviews cash flow estimates throughout the life of the CLO and CDO investment poolis generally no longer subject 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.income tax examinations by tax authorities for years prior to 2009.

                                                                                                    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 reduction9. RETIREMENT PLANS

                                                                                            Description 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 fundsRetirement Plans

                                                                                                    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.


                                                                                            Table of Contents


                                                                                            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

                                                                                                    Symphony CLO V, Ltd. ("Symphony CLO V") is a Cayman Islands exempted company incorporated with limited liability on February 27, 2007, and commenced operations on December 13, 2007. Symphony CLO V was formed to issue notes and certain other securities in a collateralized debt obligation transaction. Symphony CLO V entered into an exclusive asset management agreement with Symphony Asset Management, LLC, a subsidiary of the Company.

                                                                                                    Although the Company does not hold any ownership interest in Symphony CLO V, because an affiliate of MDP is the majority equity holder of Symphony CLO V, under the provisions of FASB Interpretation No. 46 (Revised, December 2003), "Consolidation of Variable Interest Entites" ("FIN 46(R)"), the Company is required to treat variable interests in Symphony CLO V held by related parties as its own. The affiliate of MDP is MDCP Holdco (Windy), LLC ("MDCP Holdco"). The three members of MDCP Holdco are the same funds that invested in the Company in connection with the MDP Transactions. As an owner of Symphony CLO V's first and second loss tranches, MDCP Holdco shares a large part of the risks of the transaction, and receives rewards through cashflow of Symphony CLO V, which is paid directly to MDCP Holdco.

                                                                                                    The Company has determined the related party group (comprised of the Company and MDCP Holdco) to be the primary beneficiary of Symphony CLO V. Within the related party group, the Company determined that it was the primary beneficiary of Symphony CLO V, as it was most closely


                                                                                            Table of Contents


                                                                                            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)


                                                                                            related with Symphony CLO V because of the asset management agreement between Symphony CLO V and one of the Company's subsidiaries, and the ability this subsidiary has to direct the day-to-day activities of Symphony CLO V.

                                                                                                    The Company began consolidating Symphony CLO V into its financial statements after the MDP Transactions closed on November 13, 2007. All gains and losses recorded in the Company's successor period 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 November 14, 2007 to December 31, 2007, the Company recorded $7.4 million in loss attributable to noncontrolling interests.

                                                                                                    At December 31, 2008 and 2007, total assets of Symphony CLO 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. The Company also maintains 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


                                                                                            Table of Contents


                                                                                            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 employee's last ten years of employment.employment or April 1, 2014, if earlier. The Company's funding policy considers several factors, including the applicable funding requirements and the tax deductibility of amounts funded. 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.

                                                                                                    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(Refer to "Pension Plan—Changes in Plan provides certain welfare benefits (life insuranceProvisions 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 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.Actuarial Methods," below).

                                                                                                    The Post-Retirement Benefit Plan was amended in 2008 to providedprovide 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, Post-Retirement 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 Post-Retirement 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. 158Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            9. RETIREMENT PLANS (Continued)

                                                                                                    On September 29, 2006,November 6, 2013, the FASB issuedCompany's board of directors approved a newresolution to freeze benefit accruals under and terminate its pension standard, SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans" ("SFAS No. 158"), markingplan effective December 31, 2013, provided that each participant in the endpension plan who is an active current employee on the termination date will receive an accrued benefit comparable to what he or she would have received if he or she had continued to accrue benefits through March 31, 2014. Final termination of the first phasepension plan is subject to Pension Benefit Guarantee Corporation and IRS approval, which is not anticipated to be granted until mid- to late-2014. The Company is in the process of finalizing the calculation of the FASB's projectamount of additional contributions it will have to make to the pension plan in connection with the termination and completing the evaluation of the impact that such termination or any such contributions will have upon its financial statements.

                                                                                            Pension Plan—Changes in Plan Provisions and Actuarial Methods

                                                                                                    In early November 2013, the Company's Board of Directors adopted a resolution to amend the Pension Plan to accelerate the remaining three months of benefit accruals into 2013, formally terminate the Plan as of December 31, 2013, and provide active employees the option to elect a lump sum payment at Plan termination. By accelerating the Pension Plan benefit accruals, all accruals that were originally to cease accruing as of March 31, 2014 have been accelerated and fully accrued as of December 31, 2013. There are no employment contingencies for revamping retiree-benefit accounting. For publicly traded companies, SFAS No. 158 is effective for fiscal years endingthe accelerated accruals so even if a participant were to leave the Company after December 15, 2006. SFAS No. 158 requires31, 2013 they could still receive the three months of additional benefits that would have originally been accrued through March 31, 2014. This plan amendment required a remeasurement for expense purposes on October 31, 2013. In order to measure the impact of the plan amendment, several actuarial assumptions were adjusted to appropriately reflect the revised terms of the plan an employer to:

                                                                                              (a)
                                                                                              recognizeanticipated benefit payments. Additionally, the November 2013 Board resolution amended the Pension Plan so that it was effectively terminated as of December 31, 2013. The Company will allow the active and vested terminated participants the option to elect a lump sum payment or receive annuity payments at Plan termination. Retirees already in its statement of financial positionpayment status will not be allowed to elect a lump sum. If an asset for a plan's overfunded statusactive participant or a liabilityvested terminated participant does not elect to commence an annuity or take a lump sum at the special distribution date at plan termination, they will not be able to take a distribution while actively employed or while under age 55. However, once employment has terminated and the participant has attained at least age 55, they will be allowed to choose between a lump sum or annuity payments in future periods.

                                                                                                      The Company has provided the appropriate filings to the Pension Benefit Guaranty Corporation ("PBGC") and the Internal Revenue Service ("IRS") for a plan's underfunded status;

                                                                                              (b)
                                                                                              measure a plan's assetsregulatory approval for the Plan termination. The approvals are currently pending but are expected to be received during 2014. The Company also anticipates the Plan will be fully settled in 2014 and its obligations thatwill later determine its funded status aswhether it will proceed with settlement of the endPlan prior to receiving regulatory approval or if it will wait to settle until all regulatory approvals have been obtained.

                                                                                              Post-Retirement Benefit Plan—Changes in Plan Provisions and Actuarial Methods

                                                                                                      During the third quarter of 2013, the employer's fiscal year;Company amended its Post-Retirement Benefit Plan to change pre- 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.
                                                                                            post-Medicare coverage for current and future retirees, dependent on whether they


                                                                                            Table of Contents


                                                                                            NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                            DECEMBER 31, 2013

                                                                                            (in thousands, except unit/share and per unit/share data)

                                                                                            13.9. RETIREMENT PLANS (Continued)

                                                                                                      Under SFAS No. 158,were age 61 or older as of January 1, 2014. Grandfathered participants, those current and future retirees age 61 and older as of January 1, 2014, maintained the funded statussame pre-Medicare coverage; however, post-Medicare coverage was updated to a defined contribution approach in which grandfathered retirees (participants who are age 61 or older as of January 1, 2014) receive 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,fixed amount of: $3,000 annually per member for the underfunded portion of its Pensioncalendar year in which they turn ages 65 through 69, $3,500 per member for ages 70 through 74, and Post-Retirement Plans. As part of purchase accounting$4,000 annually per member for the MDP Transactions, the balance in accumulated other comprehensive income related to the Predecessor's Pensionthose participants ages 75 and Post-Retirement Plans, approximately $5 million, was written off. As part of additional purchase accountinggreater. Non-grandfathered future retirees are not eligible 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 $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.this new post-Medicare coverage. These changes are effective January 1, 2014.

                                                                                              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 is December 31 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 management of 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.

                                                                                              Health Care Reform—Excise Tax on Certain Healthcare Plans

                                                                                                      The 2010 Patient Protection and Affordable Care Act contains a provision for a 40% excise tax on "high cost" plans starting in 2018. The Company engaged a nationally recognized actuarial consulting firm to assist in the determination of an estimated liability for this excise tax. At December 31, 2013 and 2012, the Company has $0.1 million and $0.3 million, respectively, recorded in "other long-term liabilities" on its December 31, 2013 and 2012 consolidated balance sheets for this excise tax. The Company's estimate assumes the excise tax is divided between the Company and the retiree proportionately.

                                                                                              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, 20082013 and 2007,2012, the accumulated


                                                                                              Table of Contents


                                                                                              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)


                                                                                              benefit obligation for the Company's Pension PlansPlan was $34.5$65.6 million and $33.3$59.2 million, respectively. For the Company's Post-Retirement Plan, the accumulated benefit obligation at December 31, 20082013 and 20072012 was $7.6$8.5 million and $10.3$20.7 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.


                                                                                              Table of Contents


                                                                                              NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                              DECEMBER 31, 2013

                                                                                              (in thousands, except unit/share and per unit/share data)

                                                                                              9. RETIREMENT PLANS (Continued)

                                                                                                      The following tables provide a reconciliation of the changes in the projected benefit obligations under the Pension Plans,Plan, 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, 2008,2013, and a statement of the funded status underfor each plan as of December 31 for both years:31:

                                                                                               
                                                                                               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 
                                                                                                    

                                                                                               
                                                                                               Pension Benefits 
                                                                                              (in 000s)
                                                                                               2013 2012 

                                                                                              Change in projected benefit obligation:

                                                                                                     

                                                                                              Obligation at January 1

                                                                                               $60,411 $51,114 

                                                                                              Service cost

                                                                                                1,721  1,562 

                                                                                              Interest cost

                                                                                                2,130  2,279 

                                                                                              Actuarial (gain)/loss

                                                                                                (5,432) 7,338 

                                                                                              Plan amendments

                                                                                                8,331   

                                                                                              Benefit payments

                                                                                                (1,566) (1,882)
                                                                                                    

                                                                                              Obligation at December 31

                                                                                               $65,595 $60,411 
                                                                                                    
                                                                                                    

                                                                                               

                                                                                               
                                                                                               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 
                                                                                                    


                                                                                              Table of Contents


                                                                                              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 
                                                                                              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 $ $ 
                                                                                                        
                                                                                               
                                                                                               Post-Retirement
                                                                                              Benefits
                                                                                               
                                                                                              (in 000s)
                                                                                               2013 2012 

                                                                                              Change in accumulated post-retirement benefit obligation:

                                                                                                     

                                                                                              Obligation at January 1

                                                                                               $20,746 $18,715 

                                                                                              Service cost

                                                                                                171  197 

                                                                                              Interest cost

                                                                                                800  829 

                                                                                              Actuarial (gain) or loss

                                                                                                (799) 1,498 

                                                                                              Actual benefits paid

                                                                                                (1,010) (903)

                                                                                              Employee contributions

                                                                                                287  338 

                                                                                              Amendments

                                                                                                (11,719)  

                                                                                              Medicare Part D subsidy

                                                                                                63  72 
                                                                                                    

                                                                                              Obligation at December 31

                                                                                               $8,539 $20,746 
                                                                                                    
                                                                                                    

                                                                                               

                                                                                               
                                                                                               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.


                                                                                              Table of Contents


                                                                                              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 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%   
                                                                                                          

                                                                                              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 
                                                                                               
                                                                                               Pension Benefits Post-Retirement
                                                                                              Benefits
                                                                                               
                                                                                              (in 000s)
                                                                                               2013 2012 2013 2012 

                                                                                              Change in fair value of plan assets:

                                                                                                           

                                                                                              Fair value of plan assets at January 1

                                                                                               $43,155 $33,395 $ $ 

                                                                                              Actual return on plan assets

                                                                                                2,202  4,840     

                                                                                              Benefit payments

                                                                                                (1,566) (1,882) (1,010) (903)

                                                                                              Company contributions

                                                                                                9,200  6,802  723  565 

                                                                                              Employee contributions

                                                                                                    287  338 
                                                                                                        

                                                                                              Fair value of plan assets at December 31

                                                                                               $52,991 $43,155 $ $ 
                                                                                                        
                                                                                                        

                                                                                              Table of Contents


                                                                                              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 DecemberDECEMBER 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


                                                                                              Table of Contents


                                                                                              NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)2013

                                                                                              (in thousands, except unit/share and per unit/share data)

                                                                                              13.9. RETIREMENT PLANS (Continued)


                                                                                              $0.5 million

                                                                                               
                                                                                               Pension Benefits Post-Retirement
                                                                                              Benefits
                                                                                               
                                                                                               
                                                                                               2013 2012 2013 2012 
                                                                                               
                                                                                               (in 000s)
                                                                                               

                                                                                              Funded status at December 31

                                                                                               $(12,604)$(17,256)$(8,578)$(20,746)
                                                                                                        
                                                                                                        

                                                                                                      The funded status amounts presented above represent the liabilities recorded on the Company's consolidated balance sheets as of December 31, 2013 and $0.1 million, respectively. The estimated net gain2012. These amounts are included in Short-Term 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.Long-Term Obligations (see below).

                                                                                              Amounts Recognized on the Consolidated Balance Sheets

                                                                                                      The following table presents amounts included in "accrued compensation and other expenses" under Short-Term Obligations and in "other long-term liabilities" under the Long-Term Obligations section of the Company's consolidated balance sheets at December 31, 2013 and 2012:

                                                                                               
                                                                                               Pension Benefits Post-Retirement
                                                                                              Benefits
                                                                                               
                                                                                               
                                                                                               2013 2012 2013 2012 
                                                                                               
                                                                                               (in 000s)
                                                                                               

                                                                                              Liabilities-

                                                                                                           

                                                                                              Current accrued benefit liabilities

                                                                                                (12,604)   (663) (643)

                                                                                              Non-current accrued benefit liabilities

                                                                                                  (17,256) (7,915) (20,103)
                                                                                                        

                                                                                              Net amount recognized

                                                                                               $(12,604)$(17,256)$(8,578)$(20,746)
                                                                                                        
                                                                                                        

                                                                                              Pension Plan Assets

                                                                                                      The Company maintains an investment policy for Pension Plan assets. The overall goal of the policy is to provide for retirement benefits and anticipated benefit obligations through future cash contributions and investment returns, while managing and potentially reducing the volatility of the Pension Plan's funded status. The Company has an investment committee that directs the Pension Plan to this goal. The committee is responsible for setting investment policy, monitoring the management of the Pension Plan's assets, reviewing asset allocation, monitoring performance, and taking action if objectives are not being met.

                                                                                                      This investment committee retains a nationally recognized third-party actuarial consulting firm to act as a full discretion manager, and to provide expert advice and recommendations to help the investment committee discharge its fiduciary responsibilities and meet the Pension Plan's goals. The services provided by the discretion manager include monitoring long-term capital market trends, suggesting asset allocation policies, appointing and terminating investment management firms, rebalancing the portfolio, documenting and reviewing investment policies, providing written performance evaluations at least quarterly, and meeting with the committee to review performance and future prospects.


                                                                                              Table of Contents


                                                                                              NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                              DECEMBER 31, 2013

                                                                                              (in thousands, except unit/share and per unit/share data)

                                                                                              9. RETIREMENT PLANS (Continued)

                                                                                                      The assets of the Pension Plan are held in a trust at a well-established bank. The bank acts as trustee in accordance with the terms of a separate trust agreement. The trustee provides quarterly and annual accounting statements for the Pension Plan.

                                                                                                      The investment committee approves asset allocation strategies for the Pension Plan assets. This asset allocation strategy changes over time in response to future changes in the Pension Plan's funded status. Due to the early termination of the Company's pension plan effective December 31, 2013, the Company revised its pension asset allocation strategy during the fourth quarter of 2013 to 100% fixed income. The following table presents the actual allocation of Pension Plan assets in comparison to allowable allocation ranges as of December 31:

                                                                                               
                                                                                               2013 2012
                                                                                              Asset Class
                                                                                               Actual Allowable Actual Allowable

                                                                                              Cash

                                                                                                18%    0 - 10%

                                                                                              Fixed Income

                                                                                                82% 100% 39%35 - 45%

                                                                                              U.S. Equity

                                                                                                    31%25.5 - 35.5%

                                                                                              International Equity

                                                                                                    21%15.5 - 25.5%

                                                                                              Global Low Volatility

                                                                                                    9%4 - 14%
                                                                                                        

                                                                                              Total

                                                                                                100%    100% 
                                                                                                        
                                                                                                        

                                                                                                      FASB ASC 715-20 requires that the fair value measurements of defined benefit plans be separately disclosed by the levels defined in FASB ASC 820. The following table presents information about the Company's Pension Plan investments at December 31, 2013 and 2012:

                                                                                               
                                                                                                
                                                                                               Fair Value Measurements at December 31, 2013 Using 
                                                                                              Description
                                                                                               Total
                                                                                              December 31,
                                                                                              2013
                                                                                               Quoted Prices in
                                                                                              Active Markets for
                                                                                              Identical Assets
                                                                                              (Level 1)
                                                                                               Significant
                                                                                              Other
                                                                                              Observable
                                                                                              Inputs (Level 2)
                                                                                               Significant
                                                                                              Unobservable
                                                                                              Inputs (Level 3)
                                                                                               

                                                                                              Investments in collective trusts:

                                                                                                           

                                                                                              Cash

                                                                                               $9,321 $9,321     

                                                                                              Fixed Income

                                                                                                43,670    43,670   

                                                                                              U.S. Equity

                                                                                                       

                                                                                              International Equity

                                                                                                       

                                                                                              Global Low Volatility

                                                                                                       
                                                                                                        

                                                                                              Total

                                                                                               $52,991 $9,321 $43,670   
                                                                                                        

                                                                                              Table of Contents


                                                                                              NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                              DECEMBER 31, 2013

                                                                                              (in thousands, except unit/share and per unit/share data)

                                                                                              9. RETIREMENT PLANS (Continued)


                                                                                               
                                                                                                
                                                                                               Fair Value Measurements at December 31, 2012 Using 
                                                                                              Description
                                                                                               Total
                                                                                              December 31,
                                                                                              2012
                                                                                               Quoted Prices in
                                                                                              Active Markets for
                                                                                              Identical Assets
                                                                                              (Level 1)
                                                                                               Significant
                                                                                              Other
                                                                                              Observable
                                                                                              Inputs (Level 2)
                                                                                               Significant
                                                                                              Unobservable
                                                                                              Inputs (Level 3)
                                                                                               

                                                                                              Investments in collective trusts:

                                                                                                           

                                                                                              Fixed Income

                                                                                               $16,714   $16,714   

                                                                                              U. S. Equity

                                                                                                13,182    13,182   

                                                                                              International Equity

                                                                                                9,281    9,281   

                                                                                              Global Low Volatility

                                                                                                3,978    3,978   
                                                                                                        

                                                                                              Total

                                                                                               $43,155   $43,155   
                                                                                                        
                                                                                                        

                                                                                              Expected Contributions

                                                                                                      During 2014, the Company expects to fund its remaining commitment for its Pension Plan. For the grandfathered Post-Retirement Benefit Plan, the Company expects to contribute approximately $0.7 million for benefit payment during 2014, net of expected Medicare Part D reimbursements. For the post-retirement benefits under the defined contribution approach effective January 1, 2014, the Company expects to contribute approximately $0.5 million during 2014.

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

                                                                                              (in 000s)
                                                                                               Pension
                                                                                              Benefits
                                                                                               Post-Retirement
                                                                                              Benefits
                                                                                               

                                                                                              Expected Benefit Payments

                                                                                                     

                                                                                              2014

                                                                                               $65,595 $663 

                                                                                              2015

                                                                                                  657 

                                                                                              2016

                                                                                                  657 

                                                                                              2017

                                                                                                  656 

                                                                                              2018

                                                                                                  670 

                                                                                              2019 - 2023

                                                                                                  3,379 

                                                                                                      The Company does not expect any Medicare Part D reimbursements in any of the next five years nor in the aggregate for the five fiscal years thereafter.

                                                                                              Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Income/(Loss)

                                                                                                      As permitted under FASB ASC 715, "Compensation—Retirement Benefits," prior service cost is amortized on a straight-line basis over the average remaining service period for the employees expected to receive benefits under the Pension and Post-Retirement Plans.


                                                                                              Table of Contents


                                                                                              NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                              DECEMBER 31, 2013

                                                                                              (in thousands, except unit/share and per unit/share data)

                                                                                              9. RETIREMENT PLANS (Continued)

                                                                                                      The following table provides the components of net periodic benefit cost, as well as 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 ofcomprehensive income, for the Pension and Post-Retirement Plans exceed the fair value of Plan assets for the three years ending December 31, 20082013:

                                                                                               
                                                                                               Pension Benefits 
                                                                                               
                                                                                               2013 2012 2011 
                                                                                               
                                                                                               (in 000s)
                                                                                               

                                                                                              Service cost

                                                                                               $1,721 $1,562 $1,403 

                                                                                              Interest cost

                                                                                                2,130  2,279  2,249 

                                                                                              Expected return on plan assets

                                                                                                (3,235) (2,813) (2,421)

                                                                                              Amortization of prior service cost

                                                                                                (62) (190) (190)

                                                                                              Amortization of net loss

                                                                                                1,643  1,385  798 
                                                                                                      

                                                                                              Net periodic (benefit)/cost

                                                                                               $2,197 $2,223 $1,839 
                                                                                                      

                                                                                              Total recognized in other comprehensive (income)/loss

                                                                                                2,352  4,115  6,788 
                                                                                                      

                                                                                              Total recognized in net periodic benefit cost/(gain) and other comprehensive (income)/ loss

                                                                                               $4,549 $6,338 $8,627 
                                                                                                      
                                                                                                      


                                                                                               
                                                                                               Post-Retirement Benefits 
                                                                                               
                                                                                               2013 2012 2011 

                                                                                              Service cost

                                                                                               $171 $197 $208 

                                                                                              Interest cost

                                                                                                800  829  863 

                                                                                              Amortization of prior service cost

                                                                                                21  96  96 

                                                                                              Amortization of unrecognized loss (gain)

                                                                                                975  769  700 
                                                                                                      

                                                                                              Net periodic (benefit)/cost

                                                                                               $1,967 $1,891 $1,867 
                                                                                                      

                                                                                              Total recognized in other comprehensive (income)/loss

                                                                                                (13,513) 633  444 
                                                                                                      

                                                                                              Total recognized in net periodic benefit cost/(gain) and other comprehensive (income)/loss

                                                                                               $(11,546)$2,524 $2,311 
                                                                                                      
                                                                                                      

                                                                                                      The estimated actuarial loss and 2007.prior service cost for the Pension Plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $18.2 million and $6.9 million, respectively. The Post-Retirement Benefit Plan has no plan assets. The accumulated projected benefit obligationestimated actuarial gain/(loss) 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 $7.7$0.9 million asand $0.6 million, respectively.


                                                                                              Table of December 31, 2008 and $10.3 million as of December 31, 2007.Contents


                                                                                              NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                              DECEMBER 31, 2013

                                                                                              (in thousands, except unit/share and per unit/share data)

                                                                                              9. RETIREMENT PLANS (Continued)

                                                                                              Assumptions

                                                                                                      The assumptions used in the measurement of the Company's benefit obligation as of December 31, 2008, 20072013 and 20062012 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 

                                                                                               
                                                                                               Pension
                                                                                              Benefits
                                                                                               Post-Retirement
                                                                                              Benefits
                                                                                               

                                                                                              Weighted-average assumptions as of December 31, 2013

                                                                                                     

                                                                                              Discount rate

                                                                                                2.8% 4.2%

                                                                                              Rate of compensation increase

                                                                                                4.5% N/A 

                                                                                              Weighted-average assumptions as of December 31, 2012

                                                                                                
                                                                                               
                                                                                                
                                                                                               
                                                                                               

                                                                                              Discount rate

                                                                                                3.7% 3.9%

                                                                                              Rate of compensation increase

                                                                                                4.5% 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.


                                                                                              Table of Contents


                                                                                              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)

                                                                                              approach. The assumptions used in the determination of the Company's net cost for the three years ended December 31, 20082013 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 

                                                                                               
                                                                                               Pension
                                                                                              Benefits
                                                                                               Post-Retirement
                                                                                              Benefits
                                                                                               

                                                                                              Weighted-average assumptions for the year ended December 31, 2013

                                                                                                     

                                                                                              Discount rate

                                                                                                3.6% 3.9%

                                                                                              Expected long-term rate of return on plan assets

                                                                                                7.8% N/A 

                                                                                              Rate of compensation increase

                                                                                                4.5% N/A 

                                                                                              Weighted-average assumptions for the year ended December 31, 2012

                                                                                                
                                                                                               
                                                                                                
                                                                                               
                                                                                               

                                                                                              Discount rate

                                                                                                4.6% 4.6%

                                                                                              Expected long-term rate of return on plan assets

                                                                                                7.8% N/A 

                                                                                              Rate of compensation increase

                                                                                                4.5% N/A 

                                                                                              Weighted-average assumptions for the year ended December 31, 2011

                                                                                                
                                                                                               
                                                                                                
                                                                                               
                                                                                               

                                                                                              Discount rate

                                                                                                5.4% 5.2%

                                                                                              Expected long-term rate of return on plan assets

                                                                                                8.0% N/A 

                                                                                              Rate of compensation increase

                                                                                                4.5% N/A 

                                                                                                      The Company's expected long-term rate of return on plan assets was determined based on the types of investments held as well as their historical returns.

                                                                                                      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, theapproach. The discount rates used inwere estimated as the determinationsingle equivalent rate such that the present value of the Plans' cash flows using the single rate


                                                                                              Table of Contents


                                                                                              NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                              DECEMBER 31, 2013

                                                                                              (in thousands, except unit/share and per unit/share data)

                                                                                              9. RETIREMENT PLANS (Continued)

                                                                                              equals the present value of those cash flows using the Company's net cost for pension and post-retirement benefits were based on Moody's Corporate Aa Bond Index.outside actuaries' proprietary yield curve.

                                                                                                      For purposes of determining the Post-Retirement Benefitpost-retirement benefit obligation at December 31, 2008, an 8.6%2013, a 7.7% annual rate of increase was used 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.all beneficiaries. These annual rates of increase gradually decline to a 4.5% annual rate of increase by the year 20292028 for beneficiaries under age 65, and the year 2029 for beneficiaries aged 65 and older.all beneficiaries.

                                                                                                      For purposes of determining the post-retirement benefit cost for the year ended December 31, 2008, an 8%2013, 7.9% (Pre-65) and 8.1% (Post-65) annual raterates of increase in the per capita cost of covered health care benefits was assumed for beneficiaries under age 65. Thiswere assumed. These annual raterates of increase was assumed to gradually decline to 5%4.5% by the year 2011.2028.

                                                                                                      For purposes of determining the post-retirement benefit cost for the year ended December 31, 2008, a 9%2012, 8.1% (Pre-65) and 8.4% (Post-65) annual raterates of increase in the per capita cost of covered health care benefits was assumed for beneficiaries over age 65. Thiswere assumed. These annual raterates of increase was assumed to gradually decline to 5%4.5% by the year 2012.2028.


                                                                                              Table of Contents


                                                                                              NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                              DECEMBER 31, 2013

                                                                                              (in thousands, except unit/share and per unit/share data)

                                                                                              9. RETIREMENT PLANS (Continued)

                                                                                                      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)


                                                                                              (in 000s)
                                                                                               1% Increase 1% Decrease 

                                                                                              Effect on total service and interest cost

                                                                                               $177 $(142)

                                                                                              Effect on the health care component of the accumulated post-retirement benefit obligation

                                                                                               $253 $(231)

                                                                                              Table of Contents


                                                                                              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 aCompany's 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, 20082013 and 2007,2012, the Company made contributions of approximately $4$4.8 million and $3.6$4.6 million, respectively, to the trust for matching 401(k) employee contributions. The Company's 401(k) Planplan 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 FEES10. MUTUAL FUND INCENTIVE PROGRAM

                                                                                                      The Company may incur an upfront structuring fee imposed by the Company's distribution partnersmaintains a multi-year mutual fund incentive program for certain new closed-end funds.employees that is funded by a secular trust. The Company did not incur any structuring fees during 2008.secular trust acquires shares of the Nuveen mutual funds supporting the awards of these mutual fund shares under this incentive program. The awards are subject to vesting and certain other restrictions. Expense is recorded over the vesting period, which is the service period. 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 yearyears ended December 31, 2006,2013, 2012, and 2011, the Company incurred structuring feesfunded $35.1 million, $15.0 million and $30.3 million, respectively, for this mutual fund incentive program.

                                                                                                      Included in "Investments" on the Company's consolidated balance sheets at December 31, 2013 and 2012 are approximately $36.5 million and $12.9 million, respectively, of $4.9 million.investments underlying this mutual fund incentive program. These structuring feesamounts represent the fair value of the remaining unvested investments for this program. All the investments underlying this incentive program are classified as "available-for-sale," with any change in fair value recorded in accumulated other comprehensive income, a separate component of equity.

                                                                                                      For the years ended December 31, 2013, 2012 and 2011, the Company recorded approximately $14.4 million, $36.3 million and $12.4 million, respectively, of compensation expense for this program, which is reflected in "Other Operating Expenses" in"Compensation and benefits" on 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,operations.

                                                                                                      At December 31, 2013 and 2012, the Company expects to experience some earnings volatility as it may continue to incur upfront structuring feeshas liabilities of $11.3 million and $8.7 million, respectively, included in "Accrued compensation and other expenses" on new closed-end funds.its consolidated balance sheets for the mutual fund incentive program.

                                                                                              11. COMMITMENTS AND CONTINGENCIES

                                                                                                      DuringFor the yearyears ended December 31, 2008, the Company recorded approximately $5.02013, 2012, and 2011, rent expense for office space and equipment was $16.4 million, in revenue$16.6 million, and $7.5$16.2 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.respectively. Minimum rental


                                                                                              Table of Contents


                                                                                              NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                              DECEMBER 31, 2013

                                                                                              (in thousands, except unit/share and per unit/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.

                                                                                              17.11. COMMITMENTS AND CONTINGENCIES (Continued)

                                                                                                      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 20092014 through 2017,2025, 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 


                                                                                              Year
                                                                                               Commitment 
                                                                                               
                                                                                               (in 000s)
                                                                                               

                                                                                              2014

                                                                                               $16,607 

                                                                                              2015

                                                                                                17,515 

                                                                                              2016

                                                                                                18,053 

                                                                                              2017

                                                                                                17,309 

                                                                                              2018

                                                                                                17,286 

                                                                                              Thereafter

                                                                                                88,438 

                                                                                              Table of ContentsGresham Acquisition


                                                                                              NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)
                                                                                                      In connection with Nuveen's acquisition of Gresham in 2011, Nuveen became contingently liable to make additional purchase price payments to the sellers. There is no maximum as it relates to this additional contingent consideration. These payments are contingent upon the growth in Gresham's earnings before interest, taxes, depreciation and amortization during the five years ending 2016. Refer to Note 2, "Gresham Acquisition," for additional information. At December 31, 2013, the Company has $37.2 million recorded as the fair value of this contingent consideration on its consolidated balance sheet.

                                                                                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                              (in thousands, except share and per share data)

                                                                                              17. COMMITMENTS AND CONTINGENCIES (Continued)Private Equity Partnership Investments

                                                                                                      As mentionedof December 31, 2013 the Company's remaining unfunded commitment to invest in Note 10, "Acquisition of Winslow Capital Management," the transaction pricetwo outside private equity partnerships was $6.2 million. These private equity partnerships were organized for the Winslow acquisition will have potential additionalpurpose of making and managing investments in the asset management industry, including investments in businesses that manage assets on behalf of, or provide advice to, their clients and businesses that provide other products or services related to asset management. As of December 31, 2013, the Company has invested $5.8 million of the total $12.0 million committed. The timing for the remaining investments is dependent on 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.capital calls.

                                                                                              Other

                                                                                                      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.

                                                                                              18.12. NET CAPITAL REQUIREMENT

                                                                                                      Nuveen Investments,Securities, 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


                                                                                              Table of Contents


                                                                                              NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                              DECEMBER 31, 2013

                                                                                              (in thousands, except unit/share and per unit/share data)

                                                                                              12. NET CAPITAL REQUIREMENT (Continued)

                                                                                              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's2013, Nuveen Securities, LLC's net capital ratio was .800.56 to 1 and its net capital was approximately $29.7$29.6 million, which is $28.1$28.5 million in excess of the required net capital of $1.6$1.1 million.

                                                                                              19.13. RECENT UPDATES TO AUTHORITATIVE ACCOUNTING PRONOUNCEMENTSLITERATURE

                                                                                              SabbaticalASU No. 2013-08—Financial Services—Investment Companies (Topic 946):  Amendments to the Scope, Measurement, and Disclosure Requirements

                                                                                                      The FASB's Emerging Issues Task Force approved a ConsensusAccounting Standards Update ("ASU") No. 2013-08, "Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements," revises the criteria that define 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"investment company, clarifies measurement guidance for investment companies, 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 Consensusrequires new disclosures. ASU 2013-08 is effective for an entity's interim and annual reporting periods in 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


                                                                                              Table of Contents


                                                                                              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.


                                                                                              Table of Contents


                                                                                              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; earlier2013. Early 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.


                                                                                              Table of Contents


                                                                                              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 evaluatingin the process of determining the impact of adopting FSP FAS 142-3ASU 2013-08 will have on its consolidated financial statements.

                                                                                              20.14. FINANCIAL INFORMATION RELATED TO GUARANTOR SUBSIDIARIES

                                                                                                      As discussed in Note 7,6, "Debt," obligations under the 10.5%91/8% senior notes due 20152017 and the 91/2% senior notes due 2020 are guaranteed by the Parent and each of ourthe Company's present and future, direct and indirect, wholly-owned material subsidiaries (excluding broker-dealer subsidiaries, foreign subsidiaries and domestic subsidiaries (excluding subsidiaries thatwhose only assets are broker-dealers)equity interests in foreign subsidiaries).

                                                                                                      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.

                                                                                                      As discussed in Note 10, "Mutual Fund Incentive Program," the Company carries approximately $36.5 million of mutual fund incentive program investments at December 31, 2013 on its consolidated balance sheet. Although these investments are included in "Investments" presented under the "Issuer of Notes—Nuveen Investments, Inc." column on the following guarantor consolidating balance sheet, these investments may not be pledged as collateral for the debt obligations under the 91/8% senior notes due 2017 and the 91/2% notes due 2020. These investments were purchased by a secular trust and the Company does not have access to these investments. The Company would only have access to these investments in the event that an employee receiving an award does not vest in their award.

                                                                                                      Consolidating financial information is as follows:


                                                                                              Table of Contents


                                                                                              NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                              DECEMBER 31, 2013

                                                                                              (in thousands, except unit/share and per unit/share data)

                                                                                              20.14. FINANCIAL INFORMATION RELATED TO GUARANTOR SUBSIDIARIES (Continued)

                                                                                                      Consolidating financial information is as follows:


                                                                                              Nuveen Investments, Inc. & Subsidiaries
                                                                                              CONSOLIDATING BALANCE SHEET
                                                                                              As Adjusted (Note 2)SHEETS
                                                                                              December 31, 20082013
                                                                                              (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 
                                                                                                                

                                                                                               
                                                                                               Parent
                                                                                              Windy City
                                                                                              Investments,
                                                                                              Inc.
                                                                                               Issuer of
                                                                                              Notes
                                                                                              Nuveen
                                                                                              Investments,
                                                                                              Inc.
                                                                                               Guarantor
                                                                                              Subsidiaries
                                                                                               Non
                                                                                              Guarantor
                                                                                              Subsidiaries
                                                                                               Intercompany
                                                                                              Eliminations
                                                                                               Consolidated
                                                                                              excluding
                                                                                              Consolidated
                                                                                              VIEs and
                                                                                              Funds
                                                                                               Consolidated
                                                                                              VIEs and
                                                                                              Funds
                                                                                               Consolidated
                                                                                              VIE and Funds
                                                                                              Eliminations
                                                                                               Consolidated 

                                                                                              Assets

                                                                                                                          

                                                                                              Cash and cash equivalents

                                                                                               $20  11,663  238,685  73,369  (20) 323,717  430,515   $754,232 

                                                                                              Cash segregated in compliance with federal and other regulations

                                                                                                      1,000    1,000      1,000 

                                                                                              Management fees, distribution fees, and reimbursable fund expenses receivable

                                                                                                    115,771  22,427    138,198      138,198 

                                                                                              Other receivables

                                                                                                (20) 144,440  (139,220) 11,308  20  16,528  277,402    293,930 

                                                                                              Furniture, equipment and leasehold improvements*

                                                                                                    86,057  3,899    89,956      89,956 

                                                                                              Investments

                                                                                                  207,124  13,316  405    220,845  5,880,598  (15,292) 6,086,151 

                                                                                              Investment in subsidiaries

                                                                                                566,683  856,786  439,688  (225) (1,862,932)        

                                                                                              Goodwill

                                                                                                  2,166,302  303,667  329,151    2,799,120      2,799,120 

                                                                                              Intangible assets*

                                                                                                  2,299,271  124,704  249,900    2,673,875      2,673,875 

                                                                                              Fair value of open derivatives

                                                                                                  33,755        33,755      33,755 

                                                                                              Other assets

                                                                                                  622  12,221  3,645    16,488  3,918    20,406 
                                                                                                                  

                                                                                              Total assets

                                                                                               $566,683  5,719,962  1,194,889  694,879  (1,862,932) 6,313,482  6,592,433  (15,292)$12,890,623 
                                                                                                                  
                                                                                                                  

                                                                                              Liabilities and Equity

                                                                                                                          

                                                                                              Short-Term Obligations:

                                                                                                                          

                                                                                              Current taxes payable

                                                                                               $  1,721  (436) 1,400    2,685      2,685 

                                                                                              Accounts payable

                                                                                                  2  6,092  9,585    15,679      15,679 

                                                                                              Accrued compensation and other expenses

                                                                                                  32,236  183,027  12,814    228,077      228,077 

                                                                                              Other short-term liabilities

                                                                                                  3,773  30,972  741    35,486  465,267    500,753 
                                                                                                                  

                                                                                              Total Short-Term Obligations

                                                                                                  37,732  219,655  24,540    281,927  465,267    747,194 
                                                                                                                  

                                                                                              Long-Term Obligations:

                                                                                                                          

                                                                                              Debt

                                                                                                  4,482,668        4,482,668  5,997,505  (15,274) 10,464,899 

                                                                                              Deferred income tax liability, net

                                                                                                  709,957  (3,821) 702    706,838      706,838 

                                                                                              Contingent consideration—Gresham acquisition

                                                                                                  37,200        37,200      37,200 

                                                                                              Other long-term liabilities

                                                                                                    22,267      22,267      22,267 
                                                                                                                  

                                                                                              Total Long-Term Obligations

                                                                                                  5,229,825  18,446  702    5,248,973  5,997,505  (15,274) 11,231,204 
                                                                                                                  

                                                                                              Total Liabilities

                                                                                                  5,267,557  238,100  25,242    5,530,899  6,462,773  (15,274) 11,978,398 

                                                                                              Redeemable noncontrolling interests

                                                                                                    82,610  194,143    276,753      276,753 

                                                                                              Nuveen Investments shareholders' equity

                                                                                                566,683  452,405  862,556  433,692  (1,862,932) 452,405  114,278    566,683 

                                                                                              Noncontrolling interests

                                                                                                    11,623  41,802    53,425  15,382  (18) 68,789 
                                                                                                                  

                                                                                              Total equity

                                                                                                566,683  452,405  874,179  475,494  (1,862,932) 505,830  129,660  (18) 635,472 
                                                                                                                  

                                                                                              Total liabilities, redeemable noncontrolling interests, and equity

                                                                                               $566,683  5,719,962  1,194,889  694,879  (1,862,932) 6,313,482  6,592,433  (15,292)$12,890,623 
                                                                                                                  
                                                                                                                  

                                                                                              *
                                                                                              At cost, less accumulated depreciation and amortization

                                                                                              **
                                                                                              Included in the "Intercompany Eliminations" column above are ($441,008) of eliminations that relate to Guarantor subsidiaries

                                                                                              Table of Contents


                                                                                              NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                              DECEMBER 31, 2013

                                                                                              (in thousands, except unit/share and per unit/share data)

                                                                                              20.14. 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, 2013
                                                                                              (in 000s)

                                                                                               
                                                                                               Parent
                                                                                              Windy City
                                                                                              Investments, Inc.
                                                                                               Issuer of
                                                                                              Notes
                                                                                              Nuveen
                                                                                              Investments, Inc.
                                                                                               Guarantor
                                                                                              Subsidiaries
                                                                                               Non
                                                                                              Guarantor
                                                                                              Subsidiaries
                                                                                               Intercompany
                                                                                              Eliminations
                                                                                               Consolidated
                                                                                              excluding
                                                                                              consolidated
                                                                                              VIEs and
                                                                                              Funds
                                                                                               Consolidated
                                                                                              VIEs and
                                                                                              Funds
                                                                                               Consolidated 

                                                                                              Operating revenues:

                                                                                                                       

                                                                                              Investment advisory fees from assets under management

                                                                                               $    947,139  57,788    1,004,927  (27,513)$977,414 

                                                                                              Income from CLOs/CDO

                                                                                                            50,830  50,830 

                                                                                              Product distribution

                                                                                                    322  20,303    20,625    20,625 

                                                                                              Performance fees / other revenue

                                                                                                    41,328  129,686  (120,221) 50,793  (23,317) 27,476 
                                                                                                                

                                                                                              Total operating revenues

                                                                                                    988,789  207,777  (120,221) 1,076,345    1,076,345 
                                                                                                                

                                                                                              Operating expenses:

                                                                                                                       

                                                                                              Compensation and benefits

                                                                                                    447,939  20,975    468,914    468,914 

                                                                                              Severance

                                                                                                    21,309      21,309    21,309 

                                                                                              Advertising and promotional costs

                                                                                                    13,502  141    13,643    13,643 

                                                                                              Occupancy and equipment costs

                                                                                                    47,752  1,725    49,477    49,477 

                                                                                              Amortization of intangible assets

                                                                                                  12,286  7,476  20,150    39,912    39,912 

                                                                                              Travel and entertainment

                                                                                                  456  15,950  1,439    17,845    17,845 

                                                                                              Distribution expense

                                                                                                    31,759  25,639    57,398    57,398 

                                                                                              Outside and professional services

                                                                                                  65  48,216  4,048    52,329    52,329 

                                                                                              Other operating expenses

                                                                                                  5,296  45,495  111,101  (120,221) 41,671    41,671 
                                                                                                                

                                                                                              Total operating expenses

                                                                                                  18,103  679,398  185,218  (120,221) 762,498    762,498 
                                                                                                                

                                                                                              Operating other:

                                                                                                                       

                                                                                              Contingent consideration

                                                                                                  87,200        87,200    87,200 

                                                                                              Other income/(expense)

                                                                                                  (97,332) 433  108    (96,791)   (96,791)

                                                                                              Net interest income/(expense)

                                                                                                  (285,576) 1,815  2    (283,759)   (283,759)

                                                                                              Consolidated VIEs and funds, net

                                                                                                            11,862  11,862 
                                                                                                                

                                                                                              Income/(loss) before taxes

                                                                                                  (313,811) 311,639  22,669    20,497  11,862  32,359 

                                                                                              Income tax expense/(benefit)

                                                                                                                       

                                                                                              Current

                                                                                                  35,936  (39,871) 4,700    765    765 

                                                                                              Deferred

                                                                                                  (38,240) (3,751) (1,159)   (43,150)   (43,150)
                                                                                                                

                                                                                              Total income tax expense/(benefit)

                                                                                                  (2,304) (43,622) 3,541    (42,385)   (42,385)
                                                                                                                

                                                                                              Net income/(loss)

                                                                                                  (311,507) 355,261  19,128    62,882  11,862  74,744 
                                                                                                                

                                                                                              Less: net income/(loss) attributable to noncontrolling interests

                                                                                                    15,425  6,954    22,379  7,137  29,516 
                                                                                                                

                                                                                              Net income/(loss) attributable to Nuveen Investments

                                                                                               $  (311,507) 339,836  12,174    40,503  4,725 $45,228 
                                                                                                                

                                                                                              Table of Contents


                                                                                              NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                              DECEMBER 31, 2013

                                                                                              (in thousands, except unit/share and per unit/share data)

                                                                                              14. FINANCIAL INFORMATION RELATED TO GUARANTOR SUBSIDIARIES (Continued)


                                                                                              Nuveen Investments, Inc. & Subsidiaries
                                                                                              CONSOLIDATING STATEMENTS OF CASH FLOWS
                                                                                              For the Year Endedyear ended December 31, 20082013
                                                                                              (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)
                                                                                                                

                                                                                               
                                                                                               Parent
                                                                                              Windy City
                                                                                              Investments, Inc.
                                                                                               Issuer of
                                                                                              Notes
                                                                                              Nuveen
                                                                                              Investments, Inc.
                                                                                               Guarantor
                                                                                              Subsidiaries
                                                                                               Non
                                                                                              Guarantor
                                                                                              Subsidiaries
                                                                                               Consolidated
                                                                                              excluding
                                                                                              consolidated
                                                                                              VIEs and
                                                                                              Funds
                                                                                               Consolidated
                                                                                              VIEs and
                                                                                              Funds
                                                                                               Consolidated 

                                                                                              Cash flows from operating activities:

                                                                                                                    

                                                                                              Net income/(loss)

                                                                                               $  (311,507) 355,261  19,128  62,882  11,862 $74,744 

                                                                                              Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:

                                                                                                                    

                                                                                              Net (income)/loss attributable to noncontrolling interests

                                                                                                    (15,425) (6,954) (22,379) (7,137) (29,516)

                                                                                              Net (income)/loss attributable to other consolidated variable interest entities

                                                                                                          (4,725) (4,725)

                                                                                              Deferred income taxes

                                                                                                  (38,240) (3,751) (1,159) (43,150)   (43,150)

                                                                                              Depreciation of office property, equipment, and leaseholds

                                                                                                    28,834  563  29,397    29,397 

                                                                                              (Gain)/loss on sale of fixed assets and lease abandonment

                                                                                                    909  56  965    965 

                                                                                              Realized (gains)/losses from available-for-sale investments and other investment related

                                                                                                  (8,198) (7,452) 98  (15,552)   (15,552)

                                                                                              Amortization of intangible assets

                                                                                                  12,286  7,476  20,150  39,912    39,912 

                                                                                              Amortization of debt related items, net

                                                                                                  10,108      10,108    10,108 

                                                                                              Equity based compensation

                                                                                                    35,490    35,490    35,490 

                                                                                              Compensation expense for mutual fund incentive program

                                                                                                    14,398    14,398    14,398 

                                                                                              Loss on debt transactions

                                                                                                  103,726      103,726    103,726 

                                                                                              Contingent consideration

                                                                                                  (87,200)     (87,200)   (87,200)

                                                                                              Net change in working capital

                                                                                                  215,652  (190,955) (7,670) 17,027    17,027 
                                                                                                              

                                                                                              Net cash provided by / (used in) operating activities

                                                                                                  (103,373) 224,785  24,212  145,624    145,624 
                                                                                                              

                                                                                              Cash flow from financing activities

                                                                                                                    

                                                                                              Proceeds from loans and notes payable, net of discount/including premium

                                                                                                  3,061,251      3,061,251    3,061,251 

                                                                                              Repayment of notes and loans payable, including call premium

                                                                                                  (3,096,942)     (3,096,942)   (3,096,942)

                                                                                              Debt issuance costs

                                                                                                  (13,442)     (13,442)   (13,442)

                                                                                              Purchase of noncontrolling interests

                                                                                                    (4,322)   (4,322)   (4,322)

                                                                                              Payments to noncontrolling interests less than/(in excess of) income allocation

                                                                                                    301  (10,028) (9,727)   (9,727)

                                                                                              Dividends paid

                                                                                                    (74)   (74)   (74)

                                                                                              Conversion of right to receive class A units into class A units

                                                                                                    (2,937)   (2,937)   (2,937)

                                                                                              Deferred and restricted Class A unit payouts

                                                                                                    (86)   (86)   (86)
                                                                                                              

                                                                                              Net cash provided by / (used in) financing activities

                                                                                                  (49,133) (7,118) (10,028) (66,279)   (66,279)
                                                                                                              

                                                                                              Cash flow from investing activities:

                                                                                                                    

                                                                                              Purchase of office property and equipment

                                                                                                    (17,147) (1,565) (18,712)   (18,712)

                                                                                              Proceeds from sales of investment securities

                                                                                                  55,866  9,272  1  65,139    65,139 

                                                                                              Purchases of investment securities

                                                                                                  (56,974) (1,000) (11) (57,985)   (57,985)

                                                                                              Purchases of securities for mutual fund incentive program

                                                                                                  (35,053)     (35,053)   (35,053)

                                                                                              Distributions from consolidated variable interest entities

                                                                                                  1,405      1,405    1,405 

                                                                                              Net change in consolidated funds

                                                                                                          (26,664) (26,664)

                                                                                              Other

                                                                                                    180    180    180 
                                                                                                              

                                                                                              Net cash provided by / (used in) investing activities

                                                                                                  (34,756) (8,695) (1,575) (45,026) (26,664) (71,690)
                                                                                                              

                                                                                              Effect of exchange rates on cash and cash equivalents

                                                                                                    27  82  109    109 

                                                                                              Increase/(decrease) in cash and cash equivalents

                                                                                                  (187,262) 208,999  12,691  34,428  (26,664) 7,764 

                                                                                              Cash and cash equivalents

                                                                                                                    

                                                                                              Beginning of year

                                                                                                20  198,925  29,686  61,678  290,289  457,179  747,468 

                                                                                              End of period

                                                                                               $20  11,663  238,685  74,369  324,717  430,515 $755,232 
                                                                                                              
                                                                                                              

                                                                                              Table of Contents


                                                                                              NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                              DECEMBER 31, 2013

                                                                                              (in thousands, except unit/share and per unit/share data)

                                                                                              20. FINANCIAL INFORMATION15. RELATED TO GUARANTOR SUBSIDIARIES (Continued)PARTIES

                                                                                              Nuveen Investments, Inc. & Subsidiaries
                                                                                              CONSOLIDATING STATEMENTS OF CASH FLOW
                                                                                              Management Services Agreement

                                                                                                      Upon the closing of the MDP Transactions, the Company entered into a management services agreement with Madison Dearborn Partners ("MDP"), BAML (as defined below), and certain other equity investors in the Company pursuant to which they agreed to provide the Company with management, consulting, financial and other advisory services. Under this agreement, MDP, BAML, and the other equity investors party to this agreement 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(s). The management services agreement also contains customary indemnification provisions in favor of MDP, BAML, and the other equity investors party thereto. Although no management fees have been paid to MDP at any time since the MDP Transactions, BAML and other equity investors have received various fees in connection with the Company's recent debt transactions (refer to Note 6, "Debt".) As Adjusted (Note 2)
                                                                                              For the Twelve Months Endedof December 31, 2008
                                                                                              (2013, the MDP management services agreement has been terminated.

                                                                                              MDP Investment in 000s)a CLO managed by Symphony

                                                                                               
                                                                                               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 
                                                                                                              

                                                                                                      In 2007, an affiliate of MDP purchased approximately $34.2 million of subordinated notes issued by Symphony CLO V. Symphony CLO V is a Cayman Islands limited company formed to issue multiple tranches of securities that are collateralized by a pool of assets that consists primarily of syndicated loans and other debt obligations. (Refer to Note 3, "Consolidated Variable Interest Entities"). 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 set forth in the Symphony CLO V governing documents.

                                                                                              MDP Profits Interest in Windy City Investments Holdings, LLC

                                                                                                      Upon the consummation of the MDP Transactions in November 2007, MDP received a special $34.2 million profits interest in Windy City Investments Holdings, LLC (which indirectly holds 100% of the equity interests of the Company) ("Holdings") in the form of Class A-Prime Units.

                                                                                              Bank of America Disaffiliation and Related Transactions

                                                                                                      Upon completion of the MDP Transactions, affiliates of BAML Capital Partners (formerly known as Merrill Lynch Global Private Equity) (such affiliates, "BAML") held approximately 32.7% of the equity interests in Holdings. Bank of America Corporation ("Bank of America") is the ultimate parent company of BAML.

                                                                                                      During February 2011, Holdings, MDP (through its affiliated investment funds), BAML, and certain other equity investors in Holdings engaged in a series of transactions pursuant to which, among other things, (i) Holdings issued and sold approximately $82 million in new equity interests to MDP (through its affiliated investment funds), BAML, and certain other equity investors in Holdings and used the proceeds therefrom to purchase BAML's relinquishment of certain control rights it held under Holdings' limited liability company agreement and registration rights agreement and (ii) MDP (through its affiliated investment funds) acquired a portion of BAML's equity interest in Holdings such that


                                                                                              Table of Contents


                                                                                              NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES (AND PREDECESSOR)

                                                                                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                                              DECEMBER 31, 2013

                                                                                              (in thousands, except unit/share and per unit/share data)

                                                                                              21.15. RELATED PARTIES (Continued)

                                                                                              BAML's equity interest was reduced from approximately 29.5% to approximately 9.5% (together, the "Disaffiliation Transactions"). As a result of the Disaffiliation Transactions, the equity interests in Holdings beneficially owned by MDP (through its affiliated investment funds) increased from approximately 41.6% to approximately 60.6%. Holdings entered into the Disaffiliation Transactions in order to allow the Company to reduce the level of regulatory-based restrictions that had historically limited the Company's ability to engage in business with Bank of America and its affiliates. Following the Disaffiliation Transactions, certain investorsof the Company's directors and officers were given the opportunity to purchase equity interests in Holdings became a related party ofon substantially the Successorsame terms as those offered and sold in accordanceconnection 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 profitsDisaffiliation Transactions. On May 11, 2012, BAML sold its remaining 9.5% equity interest in Holdings in the form of Class A-Prime Units.

                                                                                                      In addition, anto Monarch Opportunities Holdings, LLC (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")Partners Group Holding AG).

                                                                                              Transactions with Merrill Lynch and Bank of America's Acquisition of Merrill LynchAmerica and U.S. Bancorp

                                                                                                      Upon completion of the MDP Transactions, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") became an "indirect affiliated person"BAML held approximately 32.7% of the equity interests in Holdings. Bank of America is the ultimate parent of BAML. As a result of the Disaffiliation Transactions described above and the subsequent transfer of its affiliates acquired approximately 33% of Holdings' Class A Units. Theremaining equity interests in Holdings, BAML no longer holds any equity interests in Holdings. Throughout the period during which BAML held equity interests in Holdings, the Company regularly engagesengaged in business transactions with Merrill LynchBank of America and its affiliates for the distribution of the Company's open-end funds, closed-end funds, and other products and investment advisory services. The Company continues to engage in such transactions. For example, the Company participatesparticipated in "wrap-fee" retail managed account and other programs sponsored by Merrill LynchBank of America and its affiliates through which the Company's investment services arewere made available to high-net-worth and institutional clients. In addition, the Company servesserved as a sub-advisor to various funds sponsored by Merrill Lynch orBank of America and its affiliates.

                                                                                                      On January 1, 2009, Bank of America acquired Merrill Lynch.        As a result of this transaction,the Company's acquisition of the FAF business in 2010 (the "FAF Transaction"), Firstar Capital Corporation, an affiliate of U.S. Bancorp, acquired approximately 9.5% of the Company's equity interests. Also in connection with the FAF Transaction, the Company entered into a strategic investment services agreement with U.S. Bank National Association, an affiliate of U.S. Bancorp, pursuant to which the Company has an ongoing distribution relationship with U.S. Bancorp for a period of five years following the close of the FAF transaction. The Company agreed to provide certain research and other portfolio services to U.S. Bancorp in exchange for fees, which, for the years ended December 31, 2013 and 2012, totaled approximately $5.3 million and $5.1 million, respectively. U.S. Bank National Association served as the trustee under the Company's 10.5% senior notes and also considersas the tender agent in the redemption of such notes (refer to Note 6, "Debt"). U.S. Bank of America to be a related party.National Association also serves as trustee under the Company's 91/8% Senior Notes due 2017 and 91/2% Senior Notes due 2020.

                                                                                              Nuveen Mutual Funds

                                                                                                      The Company considers its mutual funds to be related parties as a result ofdue to 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).


                                                                                              Table of Contents


                                                                                              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.


                                                                                              Table of Contents


                                                                                              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.


                                                                                              Table of Contents


                                                                                              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.


                                                                                              Table of Contents


                                                                                              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.


                                                                                              Table of Contents


                                                                                              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.


                                                                                              Table of Contents


                                                                                              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 DecemberDECEMBER 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).

                                                                                              Table of Contents


                                                                                              NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)2013

                                                                                              (in thousands)thousands, except unit/share and per unit/share data)

                                                                                              (unaudited)16. SUBSEQUENT EVENTS

                                                                                              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)

                                                                                                Table of Contents


                                                                                                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


                                                                                                Table of Contents


                                                                                                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


                                                                                                Table of Contents


                                                                                                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


                                                                                                Table of Contents


                                                                                                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


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                                                                                                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


                                                                                                Table of Contents


                                                                                                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.


                                                                                                Table of Contents


                                                                                                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


                                                                                                Table of Contents


                                                                                                NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                                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,


                                                                                                Table of Contents


                                                                                                NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                                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.


                                                                                                Table of Contents


                                                                                                NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                                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,


                                                                                                Table of Contents


                                                                                                NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

                                                                                                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 
                                                                                                          

                                                                                                Table of Contents


                                                                                                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.


                                                                                                Table of Contents


                                                                                                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 theFASB 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

                                                                                                Table of Contents


                                                                                                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.


                                                                                                  Table of Contents


                                                                                                  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


                                                                                                  Table of Contents


                                                                                                  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.


                                                                                                  Table of Contents


                                                                                                  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.


                                                                                                  Table of Contents


                                                                                                  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 
                                                                                                                    

                                                                                                  Table of Contents


                                                                                                  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)
                                                                                                                    

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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 (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 
                                                                                                                  

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                                                                                                  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. 165FASB Topic 855-10 and has determined that, through August 7, 2009,March 13, 2014, the filing date for the Company's June 30, 2009 interimthat these audited consolidated financial statements have first been made available, there were no events occurring subsequent to June 30, 2009December 31, 2013, 2012, or 2011 fitting the criteria of SFAS No. 165FASB Topic 855-10 that needed to be reflected on the Company's statement of financial positionconsolidated balance sheets as of June 30, 2009December 31, 2013 or results2012, or the Company's consolidated statements of operations for threethe years ended December 31, 2013, 2012 and six months ended June 30, 2009.2011.

                                                                                                          The following information describes key events that transpired subsequent to December 31, 2013:

                                                                                                  Symphony CLO I, Ltd.

                                                                                                          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 portionJanuary 2014, Symphony Asset Management LLC, one of the Company's existing $2.3 billion first-lien term loans.subsidiaries and Collateral Manager of Symphony CLO I, Ltd. ("CLO I") (refer to Note 3, "Consolidated Variable Interest Entities"), announced that CLO I had been redeemed. The Redemption Date for the Rated Notes was February 18, 2014.

                                                                                                  Mutual Fund Program

                                                                                                          Also in July 2009,On January 31, 2014, the Company funded $52distributed $8.2 million into a recently created, secular trust as part of a newly established multi-yearrelated to its 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.(as further discussed in Note 10, "Mutual Fund Incentive Program").

                                                                                                  Winslow Contingent Consideration Payment

                                                                                                          During August 2009,On February 18, 2014, the Company elected to borrow an additional $50paid $16.3 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 fromformer owners of Winslow related to the new term loans were usedcontingent consideration provided for in the Winslow acquisition agreement. This amount was accrued for at December 31, 2013. After this payment, there will no longer be any remaining potential contingent consideration related to pay down a portion of the Company's existing $2.3 billion first-lien term loans.Winslow acquisition.


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                                                                                                  Nuveen Investments, Inc.

                                                                                                  GRAPHIC

                                                                                                  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.


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                                                                                                  PART II

                                                                                                  INFORMATION NOT REQUIRED IN PROSPECTUS

                                                                                                  Item 20.    Indemnification of Directors and OfficersOfficers.

                                                                                                  Delaware General Corporation LawCorporations

                                                                                                          The Company, Parent, NAM,Nuveen Investments, Inc., Windy City Investments, Inc., Nuveen Investments Advisers Inc. ("NIA"),and Nuveen Investments Holdings, Inc. ("Nuveen Holdings") and Rittenhouse Asset Management, Inc. ("Rittenhouse"(collectively, the "Delaware Corporations") are incorporated under the laws of the State of Delaware. Section 145145(a) of the Delaware General Corporation Law (the "DGCL"("DGCL") provides that a corporation may indemnify a director, officer, employee or agentany 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 (other than an action by or in the right of the corporation) by reason of the fact that hesuch person 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 or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by himsuch person in connection with such action, suit or proceeding if hesuch person acted in good faith and in a manner hesuch person 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 hissuch person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person 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 reasonable cause to believe that such person's conduct was unlawful.

                                                                                                          Section 145(b) of the DGCL provides that a corporation may 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 corporation to procure a judgment in its favor by reason of the fact that such person 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 or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

                                                                                                          Section 145(c) of the DGCL provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 145(a) and (b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

                                                                                                          Section 145(d) of the DGCL provides that any indemnification under Section 145(a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 145(a) and (b). Such determination shall be made, with respect to a person who is a

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                                                                                                  director or officer of the corporation at the time of such determination (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

                                                                                                          Section 145(e) of the DGCL provides that expenses (including attorneys' fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition 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 such person is not entitled to be indemnified by the corporation as authorized in Section 145. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

                                                                                                          Section 145(f) of the DGCL provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which those 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 such person's official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

                                                                                                          Section 145(g) of the DGCL provides that a corporation shall have the 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 or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.

                                                                                                          Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

                                                                                                          The certificate of incorporation and/or bylaws of each of the Delaware Corporations provide for the indemnification of officers and directors and limits the personal liability of directors for monetary damages for breach of their fiduciary duties as a director, in each case, to the fullest extent permitted by the DGCL. From time to time, officers and directors may be provided with indemnification agreements that are consistent with the foregoing provisions. The Delaware Corporations also maintain insurance coverage on behalf of officers and directors.

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                                                                                                  Delaware Limited Liability Company ActCompanies

                                                                                                          HydePark, Nuveen Investments Institutional Services GroupAsset Management, LLC, ("Institutional Services"),Nuveen Commodities Asset Management, LLC, Nuveen Fund Advisors, LLC, Nuveen NWQ Holdings, LLC, ("Nuveen Tradewinds Holdings, LLC, Nuveen WCM Holdings, LLC, NWQ Holdings"), NWQ,Investment Management Company, LLC, Santa Barbara Asset Management, LLC, Tradewinds Global Investors, LLC and TradewindsWinslow Capital Management, LLC (collectively, the "Delaware LLCs") 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"("DLLCA") provides thatempowers a Delaware 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 towhatsoever. In accordance with these provisions, the standards and restrictions, if any, set forth in its limited liability company agreement.

                                                                                                  Illinois Business Corporation Actagreement of 1983

                                                                                                          Nuveen Investment Solutions, Inc. ("Nuveen Solutions") is a corporation organized under the lawseach of the StateDelaware LLCs provides for the indemnification of Illinois. Under Section 8.75 of the Illinois Business Corporation Act of 1983 (the "IL Act"), Nuveen Solutions is empowered, subjectofficers and managers to the proceduresfullest extent authorized by the DLLCA, provided however, that officers and limitations stated therein,managers are generally not entitled 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 Solutionsindemnification for losses arising as a director, officer, employeeresult of gross negligence or agentwillful misconduct. The Delaware LLCs also maintain insurance coverage on behalf 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,officers 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.directors.

                                                                                                  California Beverly-Killea Limited Liability Company ActCompanies

                                                                                                          Symphony Asset Management LLC ("Symphony") is a limited liability company organized under the laws of the State of California. Section 1715517704.08(a) of the California Beverly-KilleaRevised Uniform Limited Liability Company Act (the "CA Act"("RULLCA") provides that excepta California limited liability company shall indemnify for any debt, obligation, or other liability incurred by a breachmember of a member-managed limited liability company or the manager of a manager-managed limited liability company in the course of the member's or manager's activities on behalf of the limited liability company, if, in making the payment or incurring the debt, obligation, or other liability, the member or manager complied with its fiduciary duties of loyalty and care owed to the limited liability company and to its members,members. In addition, Section 17701.05(l) of RULLCA provides limited liability companies with the articlespower to indemnify or hold harmless any other person for any other losses. Section 17701.10(g) of organization or writtenRULLCA provides that an operating agreement may alter or eliminate the indemnification for a member or manager provided by Section 17704.08(a) of RULLCA and may eliminate or limit a

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                                                                                                  California limited member or manager's liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee, or agent ofto the limited liability company against judgments, settlements, penalties, fines,and members for money damages, except for (1) breach of the duty of loyalty, (2) a financial benefit received by the member or expensesmanager to which the member or manager is not entitled, (3) a member's liability for excess distributions under Section 17704.06 of any kind incurred as a resultRULLCA, (4) intentional infliction of acting in that capacity. Section 17155 further provides that a California limited liability company shall have power to purchase and maintain insuranceharm 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 outa member and (5) an intentional violation 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.

                                                                                                  criminal law. The operating agreement of Symphony provides for the indemnification of officers and managers to the fullest extent permitted by the CA Act.

                                                                                                          The by-lawsRULLCA, provided however, that officers and managers are generally not entitled to indemnification for losses arising as a result of Winslow Capital provide for the indemnificationgross negligence or willful misconduct. Symphony also maintains insurance coverage on behalf of officers and managers to the fullest extent permitted by the MBCA.

                                                                                                  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

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                                                                                                  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.directors.

                                                                                                  ITEMItem 21.    Exhibits and Financial Statement SchedulesStatement.

                                                                                                    (a)
                                                                                                    Exhibits

                                                                                                          The following exhibits are included as exhibits to this Registration Statement:(a)   Exhibits.


                                                                                                  Exhibit
                                                                                                  Designation
                                                                                                  Exhibit Number Exhibit No. and LocationDescription
                                                                                                   3.1 Amended and Restated Certificate of Incorporation of the CompanyExhibit 3.1 to the Company's Form 8-K filed on November 16, 2007Nuveen Investments, Inc.

                                                                                                   

                                                                                                  3.2

                                                                                                   
                                                                                                  3.2
                                                                                                  By-Laws of the Company
                                                                                                  Exhibit 3.2 to the Company's Form 8-K filed on November 16, 2007Nuveen Investments, Inc.

                                                                                                   

                                                                                                  3.3

                                                                                                   
                                                                                                  3.3Certificate of MergerExhibit 3.3 to the Company's Form S-4 filed on May 13, 2009
                                                                                                  3.4
                                                                                                  Certificate of Incorporation of Windy City Investments, Inc.
                                                                                                  Exhibit 3.4 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   

                                                                                                  3.4

                                                                                                   
                                                                                                  3.5
                                                                                                  By-Laws of Windy City Investments, Inc.
                                                                                                  Exhibit 3.5 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   

                                                                                                  3.5

                                                                                                   
                                                                                                  3.6
                                                                                                  Certificate of Formation of Nuveen HydePark Group,Asset Management, LLC
                                                                                                  Exhibit 3.6 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.7Certificate of Amendment of Nuveen HydePark Group, LLCExhibit 3.7 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.8Limited Liability Company Agreement of Nuveen HydePark Group, LLCExhibit 3.8 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

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                                                                                                  Exhibit
                                                                                                  Designation
                                                                                                  Exhibit Number Exhibit No. and LocationDescription
                                                                                                   3.6 3.9Amended and Restated Certificate of IncorporationFormation of Nuveen Commodities Asset Management,Exhibit 3.9 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009 LLC

                                                                                                   

                                                                                                  3.7

                                                                                                   
                                                                                                  3.10Restated Bylaws
                                                                                                  Certificate of Formation of Nuveen Asset Management
                                                                                                  Exhibit 3.10 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009Fund Advisors, LLC

                                                                                                   

                                                                                                  3.8

                                                                                                   
                                                                                                  3.11
                                                                                                  Certificate of Incorporation of Nuveen Investments Advisers Inc.
                                                                                                  Exhibit 3.11 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   

                                                                                                  3.9

                                                                                                   
                                                                                                  3.12Bylaws
                                                                                                  By-Laws of Nuveen Investments Advisers Inc.
                                                                                                  Exhibit 3.12 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   

                                                                                                  3.10

                                                                                                   
                                                                                                  3.13
                                                                                                  Certificate of Incorporation of Nuveen Investments Holdings, Inc.
                                                                                                  Exhibit 3.13 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   

                                                                                                  3.11

                                                                                                   
                                                                                                  3.14
                                                                                                  By-Laws of Nuveen Investments Holdings, Inc.
                                                                                                  Exhibit 3.14 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   

                                                                                                  3.12

                                                                                                   
                                                                                                  3.15
                                                                                                  Certificate of Formation of Nuveen Investments Institutional Services GroupNWQ Holdings, LLC
                                                                                                  Exhibit 3.15 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   

                                                                                                  3.13

                                                                                                   
                                                                                                  3.16Limited Liability Company Agreement of Nuveen Investments Institutional Services Group LLCExhibit 3.16 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.17
                                                                                                  Certificate of Formation of NWQNuveen Tradewinds Holdings, LLC
                                                                                                  Exhibit 3.17 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   

                                                                                                  3.14

                                                                                                   
                                                                                                  3.18
                                                                                                  Certificate of Formation of Nuveen WCM Holdings, LLC


                                                                                                  3.15


                                                                                                  Certificate of Formation of NWQ Investment Management Company, LLC
                                                                                                  Exhibit 3.18 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   

                                                                                                  3.16

                                                                                                   
                                                                                                  3.19
                                                                                                  Certificate of Merger for NWQ InvestmentFormation of Santa Barbara Asset Management, Company, LLC


                                                                                                  3.17


                                                                                                  Articles of Organization of Symphony Asset Management LLC


                                                                                                  3.18


                                                                                                  Certificate of Formation of Tradewinds Global Investors, LLC


                                                                                                  3.19


                                                                                                  Certificate of Formation of Winslow Capital Management, LLC


                                                                                                  4.1


                                                                                                  Indenture, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and U.S. Bank National Association, as trustee, relating to Nuveen Investments, Inc.'s 9.125% Senior Notes due 2017


                                                                                                  4.2


                                                                                                  Form of Note relating to Nuveen Investments, Inc.'s 9.125% Senior Notes due 2017 (attached as exhibit to Exhibit 3.194.1)


                                                                                                  4.3


                                                                                                  Exchange and Registration Rights Agreement, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the initial purchasers of Nuveen Investments, Inc.'s 9.125% Senior Notes due 2017


                                                                                                  4.4


                                                                                                  Indenture, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and U.S. Bank National Association, as trustee, relating to Nuveen Investments, Inc.'s 9.5% Senior Notes due 2020


                                                                                                  4.5


                                                                                                  Form of Note relating to Nuveen Investments, Inc.'s 9.5% Senior Notes due 2020 (attached as exhibit to Exhibit 4.4)


                                                                                                  4.6


                                                                                                  Exchange and Registration Rights Agreement, dated September 19, 2012, among Nuveen Investments, Inc., the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009guarantors named therein and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the initial purchasers of Nuveen Investments, Inc.'s 9.5% Senior Notes due 2020


                                                                                                  5.1


                                                                                                  Opinion of Winston & Strawn LLP


                                                                                                  10.1


                                                                                                  Credit Agreement, dated as of November 13, 2007, as amended and restated as of September 19, 2012, and amended as of October 11, 2012, February 28, 2013 and April 29, 2013, among Windy City Investments, Inc., Nuveen Investments, Inc., Deutsche Bank AG New York Branch, as administrative agent, and the various lenders party thereto

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                                                                                                  Exhibit
                                                                                                  Designation
                                                                                                  Exhibit Number Exhibit No. and LocationDescription
                                                                                                   3.20Certificate of Amendment of Certificate of Formation of NWQ Investment Management Company, LLCExhibit 3.20 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.2110.2 Second Amended and Restated Limited Liability Company Agreement of NWQ Investment Management Company, LLCExhibit 3.21 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.22Articles of Incorporation of Nuveen Investment Solutions, Inc.Exhibit 3.22 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.23Articles of Amendment of Nuveen Investment Solutions, Inc.Exhibit 3.23 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.24By-Laws of Nuveen Investment Solutions, Inc.Exhibit 3.24 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.25AmendedGuarantee and Restated Certificate of Incorporation of Rittenhouse Asset Management, Inc.Exhibit 3.25 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.26Certificate of Amendment of Amended and Restated Certificate of Incorporation of Rittenhouse Asset Management, Inc.Exhibit 3.26 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.27Certificate of Amendment of Amended and Restated Certificate of Incorporation of Rittenhouse Asset Management, Inc.Exhibit 3.27 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.28Certificate of Amendment of Amended and Restated Certificate of Incorporation of Rittenhouse Asset Management, Inc.Exhibit 3.28 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.29Certificate of Amendment of Certificate of Incorporation of Rittenhouse Asset Management, Inc.Exhibit 3.29 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.30Certificate of Amendment of Certificate of Incorporation of Rittenhouse Asset Management, Inc.Exhibit 3.30 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                  II-5


                                                                                                  Table of Contents


                                                                                                  Exhibit
                                                                                                  Designation
                                                                                                  ExhibitExhibit No. and Location
                                                                                                  3.31Amended and Restated By-Laws of Rittenhouse Asset Management, Inc.Exhibit 3.31 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.32Certificate of Formation of Santa Barbara Asset Management, LLCExhibit 3.32 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.33Second Amended and Restated Limited Liability Company Agreement of Santa Barbara Asset Management, LLCExhibit 3.33 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.34Articles of Organization of Symphony Asset Management LLCExhibit 3.34 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.35Amended and Restated Limited Liability Company Agreement of Symphony Asset Management LLCExhibit 3.35 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.36Certificate of Formation of Tradewinds Global Investors, LLCExhibit 3.36 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.37Certificate of Amendment to Certificate of Formation of Tradewinds Global Investors, LLCExhibit 3.37 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.38Certificate of Amendment to Certificate of Formation of Tradewinds Global Investors, LLCExhibit 3.38 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.39Second Amended and Restated Limited Liability Company Agreement of Tradewinds Global Investors, LLCExhibit 3.39 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.40Articles of Incorporation of Winslow Capital Management, Inc.Exhibit 3.40 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  3.41Articles of Amendment of Articles of Incorporation of Winslow Capital Management, Inc.Exhibit 3.41 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                  II-6


                                                                                                  Table of Contents


                                                                                                  Exhibit
                                                                                                  Designation
                                                                                                  ExhibitExhibit No. and Location
                                                                                                  3.42Amended and Restated By-Laws of Winslow Capital Management, Inc.Exhibit 3.42 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  4.1Indenture, dated as of September 12, 2005, between the Company and The Bank of New York Trust Company, N.A., as TrusteeExhibit 4.1 to the Company's Form 8-K filed on September 13, 2005
                                                                                                  4.2First Supplemental Indenture, dated as of September 12, 2005, between the Company and The Bank of New York Trust Company, N.A., as TrusteeExhibit 4.2 to the Company's Form 8-K filed on September 13, 2005
                                                                                                  4.3Indenture, dated as of November 13, 2007, among the Company, the Guarantors party thereto and U.S. Bank National AssociationExhibit 4.1 to the Company's Form 8-K filed on November 16, 2007
                                                                                                  4.4Exchange and Registration Rights Agreement dated as of November 13, 2007Exhibit 4.4 to the Company's Form S-4 filed on May 13, 2009
                                                                                                  5.1Opinion of Winston & Strawn LLPExhibit 5.1 to the Company's Amendment No. 2 to Form S-4 filed on October 9, 2009
                                                                                                  5.2Opinion of Dorsey & Whitney LLPExhibit 5.2 to the Company's Amendment No. 2 to Form S-4 filed on October 9, 2009
                                                                                                  10.1Nuveen Investments, LLC Excess Benefit Retirement PlanExhibit 10.1 to the Company's Form S-4 filed on May 13, 2009
                                                                                                  10.2Amendment 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. SkeltonExhibit 10.4 to the Company's Form 10-Q for the quarter ended March 31, 2003 filed on May 15, 2003
                                                                                                  10.3Stock Purchase Agreement, dated as of May 28, 2002, by and among Old Mutual (US) Holdings Inc., NWQ Investment Management Company, Inc. and the CompanyExhibit 2.1 to the Company's Form 8-K filed on August 14, 2002
                                                                                                  10.4Description of Investment Management ContractsExhibit 10.21 to the Company's Form 10-K for year ended December 31, 2004
                                                                                                  10.5Agreement and Plan of Merger, dated as of June 19, 2007, among Windy City Investments, Inc., Windy City Acquisition Corp. and the CompanyExhibit 2.1 to the Company's Form 8-K filed on June 20, 2007

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                                                                                                  Table of Contents


                                                                                                  Exhibit
                                                                                                  Designation
                                                                                                  ExhibitExhibit No. and Location
                                                                                                  10.6CreditCollateral Agreement, dated as of November 13, 2007, as amended and restated as of February 29, 2012, and amended as of April 29, 2013, among Windy City Acquisition Corp.Investments,  Inc., Nuveen Investments, Inc., the Company,grantors party thereto, and Deutsche Bank AG New York Branch, as first-lien collateral agent and the other parties theretoExhibit 10.1 to the Company's Form 8-K filed on November 16, 2007second-lien collateral agent

                                                                                                   

                                                                                                  10.3

                                                                                                   
                                                                                                  10.7Schedules and Exhibits to Credit
                                                                                                  Intercreditor Agreement, dated as of November 13, 2007, among Windy City Acquisition Corp., the Company,February 29, 2012, as amended as of October 11, 2012, by Deutsche Bank AG New York Branch, as first-lien collateral agent and the other parties thereto
                                                                                                  Exhibit 10.7 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009second-lien collateral agent

                                                                                                   

                                                                                                  10.4

                                                                                                   
                                                                                                  10.8
                                                                                                  Nuveen Investments 2013 Mutual Fund Investment Plan*


                                                                                                  10.5


                                                                                                  Form of Time-Vested Deferred Unit Issuance Agreement*


                                                                                                  10.6


                                                                                                  Form of Performance-Vested Deferred Unit Issuance Agreement*


                                                                                                  10.7


                                                                                                  Form of Deferred Incentive Unit Issuance Agreement*


                                                                                                  10.8


                                                                                                  Form of 2007 Class A Unit Purchase Agreement*


                                                                                                  10.9


                                                                                                  Form of 2011 Class A Unit Purchase Agreement*


                                                                                                  10.10


                                                                                                  Form of Continuing Deferred Class A Unit Grant Agreement*


                                                                                                  10.11


                                                                                                  Form of Special Deferred Unit Issuance Agreement*


                                                                                                  10.12


                                                                                                  Second Amended and Restated Unitholders Agreement, dated as of October 11, 2010*


                                                                                                  10.13


                                                                                                  Employment Agreement, dated as of November 1, 2002, between the CompanyNuveen Investments, Inc. and John P. Amboian,
                                                                                                  Exhibit 10.2 to the Company's Form 10-Q filed as amended on November 14, 2002
                                                                                                  10.9Amendment to Employment Agreement, dated as of January 1, 2008 between the Company and John P. AmboianExhibit 10.8 to the Company's Form S-4 filed on May 13, 20091, 2013*

                                                                                                   

                                                                                                  10.14

                                                                                                   
                                                                                                  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 filedGlenn R. Richter, as amended on May 13, 2009September 30, 2012*

                                                                                                   

                                                                                                  10.15

                                                                                                   
                                                                                                  10.11
                                                                                                  Employment Agreement, effective as of December 31, 2010, between Nuveen Investments, Inc. and Thomas S. Schreier, Jr.*


                                                                                                  10.16


                                                                                                  Employment Agreement, dated as of January 1, 2008, between the CompanyNuveen Investments, Inc. and Glenn R. Richter
                                                                                                  Exhibit 10.10 to the Company's Form S-4 filed on May 13, 2009William Adams IV*

                                                                                                   

                                                                                                  10.17

                                                                                                   
                                                                                                  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
                                                                                                  10.13Employment Agreement, dated as of January 1, 2008, between the Company and John L. MacCarthyExhibit 10.12 to the Company's Form S-4 filed on May 13, 2009
                                                                                                  10.14Form of Windy City Investment Holdings, L.L.C. Deferred Unit Grant AgreementExhibit 10.13 to the Company's Form S-4 filed on May 13, 2009
                                                                                                  10.15Form of Windy City Investments Holdings, L.L.C. Class A Unit Purchase AgreementExhibit 10.14 to the Company's Form S-4 filed on May 13, 2009
                                                                                                  10.16Form of Windy City Investments Holdings, L.L.C. Class B Unit Grant AgreementExhibit 10.15 to the Company's Form S-4 filed on May 13, 2009
                                                                                                  10.17Windy City Investment Holdings, L.L.C. Amended and Restated Unitholders AgreementExhibit 10.16 to the Company's Form S-4 filed on May 13, 2009
                                                                                                  10.18Services 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 theretoExhibit 10.18 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

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                                                                                                  Exhibit
                                                                                                  Designation
                                                                                                  ExhibitExhibit No. and Location
                                                                                                  10.19First 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 theretoExhibit 10.1 to the Company's Form 8-K filed on July 31, 2009
                                                                                                  10.20Incremental 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 theretoExhibit 10.1 to the Company's Form 8-K filed on August 17, 2009
                                                                                                  10.21Letter Agreement, dated June 30, 2009, between Nuveen Investments, Inc. and Alan G. BerkshireExhibit 10.21 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009John L. MacCarthy*

                                                                                                   

                                                                                                  12.1

                                                                                                   
                                                                                                  10.22Nuveen Investments 2009 Mutual Fund Investment PlanExhibit 10.22 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  10.23Form of Mutual Fund Award Agreement under the Nuveen Investments 2009 Mutual Fund Investment PlanExhibit 10.23 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009
                                                                                                  *10.24First Amendment to Nuveen Investments, LLC Excess Benefit Retirement Plan
                                                                                                  *10.25Second Amendment to Nuveen Investments, LLC Excess Benefit Retirement Plan
                                                                                                  12Statement of
                                                                                                  Computation of RatiosRatio of Earnings to Fixed Charges
                                                                                                  Exhibit 12 to the Company's Amendment No. 2 to Form S-4 filed on October 9, 2009

                                                                                                   

                                                                                                  21.1

                                                                                                   
                                                                                                  21
                                                                                                  Subsidiaries of the Company
                                                                                                  Exhibit 21 to the Company's Form S-4 filed on May 13, 2009Nuveen Investments, Inc.

                                                                                                   

                                                                                                  23.1

                                                                                                   
                                                                                                  *23.1
                                                                                                  Consent of Independent Registered Public Accounting Firm
                                                                                                  KPMG LLP

                                                                                                   

                                                                                                  23.2

                                                                                                   
                                                                                                  23.2
                                                                                                  Consent of Winston & Strawn LLP (included in Exhibit 5.1)

                                                                                                   

                                                                                                  24.1

                                                                                                   
                                                                                                  23.3Consent
                                                                                                  Power of Dorsey & Whitney LLPAttorney (included in Exhibit 5.2)
                                                                                                  on signature page)

                                                                                                   

                                                                                                  25.1

                                                                                                   
                                                                                                  24Powers of AttorneyExhibit 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 as trustee under the Indenture, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and U.S. Bank National Association as trustee, relating to Nuveen Investments, Inc.'s 9.125% Senior Notes due 2017 and the Company's Form S-4 filed on May 13, 2009Indenture, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and U.S. Bank National Association as trustee, relating to Nuveen Investments, Inc.'s 9. 5% Senior Notes due 2020

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                                                                                                  Exhibit
                                                                                                  Designation
                                                                                                  Exhibit Number Exhibit No. and LocationDescription
                                                                                                   99.1 Form of Letter of Transmittal

                                                                                                   
                                                                                                  Exhibit 99.1 to the Company's Amendment No. 2 to Form S-4 filed on October 9, 2009

                                                                                                  99.2

                                                                                                   
                                                                                                  99.2
                                                                                                  Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
                                                                                                  Exhibit 99.2 to the Company's Amendment No. 2 to Form S-4 filed on October 9, 2009

                                                                                                   

                                                                                                  99.3

                                                                                                   
                                                                                                  99.3
                                                                                                  Form of Letter to Clients
                                                                                                  Exhibit 99.3 to the Company's Amendment No. 2 to Form S-4 filed on October 9, 2009

                                                                                                   

                                                                                                  99.4

                                                                                                   
                                                                                                  99.4
                                                                                                  Form of Notice of Guaranteed Delivery
                                                                                                  Exhibit 99.4 to the Company's Amendment No. 2 to Form S-4 filed on October 9, 2009

                                                                                                  *
                                                                                                  Filed herewith.

                                                                                                  Identifies exhibits that consist of a management contract or compensatory plan or arrangement.

                                                                                                  (b)

                                                                                                  Financial Statement Schedules
                                                                                                  Schedules.

                                                                                                          See Index to Consolidated Financial Statementsstatement schedules are omitted because they are not applicable or not required, or because the information is included herein in our financial statements and/or the notes related thereto.

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                                                                                                  Item 22.    UndertakingsUndertakings.

                                                                                                          The(a)   Each of the undersigned registrantregistrants 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(1)   to file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement:this 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,which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.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 Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20%20 percent 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 Statementregistration statement or any material change ofto such information in the Registration Statement.registration statement;

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                                                                                                            c.     That,        (2)   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.thereof;

                                                                                                            d.     That,        (3)   to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

                                                                                                            (4)   that, for the purpose of determining any liability under the Securities Act to any purchaser, if the registrants are subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of the Registration Statement,a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the Registration Statementregistration statement as of the date it is first used after effectiveness.Provided, however,, that no statement made in the Registration Statementa registration statement or prospectus that is part of the Registration Statementregistration statement or made in a document incorporated or deemed incorporated by reference into the Registration Statementregistration statement or prospectus that is part of the Registration Statementregistration 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 Statementregistration statement or prospectus that was part of the Registration Statementregistration statement or made in any such document immediately prior to such date of first use.use; and

                                                                                                            e.     To remove from(5)   that, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities, each of the undersigned registrants undertakes that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:

                                                                                                                (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

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                                                                                                  Table of Contents

                                                                                                               (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

                                                                                                              (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

                                                                                                              (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

                                                                                                          (b)   Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

                                                                                                          (c)   Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment anyall information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the securities being registered which remain unsold at the termination of this offering.registration statement when it became effective.

                                                                                                    ��     (d)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, andor controlling persons of each of the undersigned registrantregistrants pursuant to the foregoing provisions, or otherwise, each of the undersigned registrantregistrants 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 registrantregistrants of expenses incurred or paid by a director, officer or controlling person of the undersigned registrantregistrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person of the registrants in connection with the securities being registered, the undersigned registrantregistrants will, unless in the opinion of itstheir counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by itthem is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

                                                                                                  II-11II-8


                                                                                                  Table of Contents


                                                                                                  SIGNATURES

                                                                                                          Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Amendment No. 3 to Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 29th day of October, 2009.March 13, 2014.

                                                                                                    NUVEEN INVESTMENTS, INC.

                                                                                                   

                                                                                                   

                                                                                                  ByBy:

                                                                                                   

                                                                                                  /s/ JOHN P. AMBOIAN

                                                                                                  Name:John P. Amboian
                                                                                                  Title:Chief Executive Officer


                                                                                                  SIGNATURES AND POWERS OF ATTORNEY

                                                                                                          Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

                                                                                                          Pursuant to the requirements of the Securities Act the undersigned registrantof 1933, as amended, this registration statement has duly caused this Amendment No. 3 to Registration Statement to bebeen signed on its behalf by the undersigned, thereunto duly authorized,following persons in the City of Chicago, State of Illinois,capacities and on the 29th day of October, 2009.dates indicated.

                                                                                                  Signature
                                                                                                  Title
                                                                                                  Date
                                                                                                  By

                                                                                                   



                                                                                                      */s/ JOHN P. AMBOIAN

                                                                                                  John P. Amboian
                                                                                                   Director and Chief Executive Officer
                                                                                                  (Principal (Principal Executive Officer)
                                                                                                  March 13, 2014

                                                                                                  By


                                                                                                      */s/ GLENN R. RICHTER

                                                                                                  Glenn R. Richter

                                                                                                   

                                                                                                  Executive Vice President, Chief Operating
                                                                                                  Officer and Principal Financial Officer
                                                                                                  (Principal (Principal Financial Officer)

                                                                                                  By

                                                                                                   

                                                                                                  March 13, 2014

                                                                                                  /s/ SHERRI A. HLAVACEK

                                                                                                  Sherri A. Hlavacek

                                                                                                   

                                                                                                  Managing Director, Corporate Controller and
                                                                                                  Principal Accounting Officer
                                                                                                  (Principal (Principal Accounting Officer)

                                                                                                  By

                                                                                                   

                                                                                                      *March 13, 2014

                                                                                                  /s/ TERRANCE R. DOLAN

                                                                                                  John P. AmboianTerrance R. Dolan

                                                                                                   

                                                                                                  Director


                                                                                                  March 13, 2014

                                                                                                  II-9


                                                                                                  Table of Contents

                                                                                                  Signature
                                                                                                  Title
                                                                                                  Date





                                                                                                  /s/ VAHE A. DOMBALAGIAN

                                                                                                  Vahe A. Dombalagian
                                                                                                  DirectorMarch 13, 2014

                                                                                                  By/s/ FREDERICK W. EUBANK II

                                                                                                  Frederick W. Eubank II

                                                                                                   

                                                                                                      *Director


                                                                                                  March 13, 2014

                                                                                                  /s/ TIMOTHY M. HURD

                                                                                                  Timothy M. Hurd

                                                                                                   

                                                                                                  Director


                                                                                                  March 13, 2014

                                                                                                  By/s/ EDWARD M. MAGNUS

                                                                                                  Edward M. Magnus

                                                                                                   

                                                                                                      *Director


                                                                                                  March 13, 2014

                                                                                                  /s/ SAMUEL M. MENCOFF

                                                                                                  Samuel M. Mencoff


                                                                                                  Director


                                                                                                  March 13, 2014

                                                                                                  /s/ EUGENE S. SUNSHINE

                                                                                                  Eugene S. Sunshine


                                                                                                  Director


                                                                                                  March 13, 2014

                                                                                                  /s/ MARK B. TRESNOWSKI

                                                                                                  Mark B. Tresnowski

                                                                                                   

                                                                                                  Director

                                                                                                  By

                                                                                                   

                                                                                                      *

                                                                                                  Vahe A. Dombalagian


                                                                                                  DirectorMarch 13, 2014

                                                                                                  By


                                                                                                      *

                                                                                                  Edward M. Magnus


                                                                                                  Director

                                                                                                  By


                                                                                                      */s/ PETER S. VOSS

                                                                                                  Peter S. Voss

                                                                                                   

                                                                                                  Director

                                                                                                  By

                                                                                                   

                                                                                                      *

                                                                                                  Eugene S. Sunshine


                                                                                                  DirectorMarch 13, 2014

                                                                                                  II-12II-10


                                                                                                  Table of Contents

                                                                                                  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



                                                                                                  Table of Contents

                                                                                                  SIGNATURES

                                                                                                          Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Amendment No. 3 to Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 29th day of October, 2009.March 13, 2014.

                                                                                                    WINDY CITY INVESTMENTS, INC.

                                                                                                   

                                                                                                   

                                                                                                  ByBy:

                                                                                                   

                                                                                                  /s/ JOHN P. AMBOIAN

                                                                                                  Name:John P. Amboian
                                                                                                  Title:Chief Executive Officer


                                                                                                  SIGNATURES AND POWERS OF ATTORNEY

                                                                                                          Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

                                                                                                          Pursuant to the requirements of the Securities Act the undersigned registrantof 1933, as amended, this registration statement has duly caused this Amendment No. 3 to Registration Statement to bebeen signed on its behalf by the undersigned, thereunto duly authorized,following persons in the City of Chicago, State of Illinois,capacities and on the 29th day of October, 2009.dates indicated.

                                                                                                  Signature
                                                                                                  Title
                                                                                                  Date
                                                                                                  By

                                                                                                   



                                                                                                      */s/ JOHN P. AMBOIAN

                                                                                                  John P. Amboian
                                                                                                   Director and Chief Executive Officer
                                                                                                  (Principal (Principal Executive Officer)
                                                                                                  March 13, 2014

                                                                                                  By


                                                                                                      */s/ GLENN R. RICHTER

                                                                                                  Glenn R. Richter

                                                                                                   

                                                                                                  Executive Vice President, Chief Operating
                                                                                                  Officer and Principal Financial Officer
                                                                                                  (Principal (Principal Financial Officer)

                                                                                                  By

                                                                                                   

                                                                                                  March 13, 2014

                                                                                                  /s/ SHERRI A. HLAVACEK

                                                                                                  Sherri A. Hlavacek

                                                                                                   

                                                                                                  Managing Director, Corporate Controller and
                                                                                                  Principal Vice President (Principal Accounting Officer
                                                                                                  (Principal Accounting Officer)

                                                                                                  By

                                                                                                   

                                                                                                      *March 13, 2014

                                                                                                  /s/ TERRANCE R. DOLAN

                                                                                                  John P. AmboianTerrance R. Dolan

                                                                                                   

                                                                                                  Director


                                                                                                  March 13, 2014

                                                                                                  II-11


                                                                                                  Table of Contents

                                                                                                  Signature
                                                                                                  Title
                                                                                                  Date





                                                                                                  /s/ VAHE A. DOMBALAGIAN

                                                                                                  Vahe A. Dombalagian
                                                                                                  DirectorMarch 13, 2014

                                                                                                  By/s/ FREDERICK W. EUBANK II

                                                                                                  Frederick W. Eubank II

                                                                                                   

                                                                                                      *Director


                                                                                                  March 13, 2014

                                                                                                  /s/ TIMOTHY M. HURD

                                                                                                  Timothy M. Hurd

                                                                                                   

                                                                                                  Director


                                                                                                  March 13, 2014

                                                                                                  By/s/ EDWARD M. MAGNUS

                                                                                                  Edward M. Magnus

                                                                                                   

                                                                                                      *Director


                                                                                                  March 13, 2014

                                                                                                  /s/ SAMUEL M. MENCOFF

                                                                                                  Samuel M. Mencoff


                                                                                                  Director


                                                                                                  March 13, 2014

                                                                                                  /s/ EUGENE S. SUNSHINE

                                                                                                  Eugene S. Sunshine


                                                                                                  Director


                                                                                                  March 13, 2014

                                                                                                  /s/ MARK B. TRESNOWSKI

                                                                                                  Mark B. Tresnowski

                                                                                                   

                                                                                                  Director

                                                                                                  By

                                                                                                   

                                                                                                      *

                                                                                                  Vahe A. Dombalagian


                                                                                                  DirectorMarch 13, 2014

                                                                                                  By


                                                                                                      *

                                                                                                  Edward M. Magnus


                                                                                                  Director

                                                                                                  By


                                                                                                      */s/ PETER S. VOSS

                                                                                                  Peter S. Voss

                                                                                                   

                                                                                                  Director

                                                                                                  By

                                                                                                   

                                                                                                      *

                                                                                                  Eugene S. Sunshine


                                                                                                  DirectorMarch 13, 2014

                                                                                                  II-14


                                                                                                  Table of Contents

                                                                                                  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-15II-12


                                                                                                  Table of Contents


                                                                                                  SIGNATURES

                                                                                                          Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Amendment No. 3 to Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 29th day of October, 2009.March 13, 2014.

                                                                                                    NUVEEN HYDEPARK GROUP,ASSET MANAGEMENT, LLC

                                                                                                   

                                                                                                   

                                                                                                  ByBy:

                                                                                                   

                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  Name:John L. MacCarthy
                                                                                                  Title:Executive Vice President and Secretary

                                                                                                          Pursuant
                                                                                                  SIGNATURES AND POWERS OF ATTORNEY

                                                                                                          Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to the requirements ofsign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned registrant has duly caused this Amendment No. 3 to Registration Statementmight or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be signed on its behalfdone by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 29th day of October, 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-16


                                                                                                  Table of Contents

                                                                                                  SIGNATURESvirtue hereof.

                                                                                                          Pursuant to the requirements of the Securities Act the undersigned registrantof 1933, as amended, this registration statement has duly caused this Amendment No. 3 to Registration Statement to bebeen signed on its behalf by the undersigned, thereunto duly authorized,following persons in the City of Chicago, State of Illinois,capacities and on the 29th day of October, 2009.dates indicated.

                                                                                                  NUVEEN ASSET MANAGEMENTSignature
                                                                                                  Title
                                                                                                  Date

                                                                                                   


                                                                                                  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. 3 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 29th day of October, 2009.

                                                                                                  By    *

                                                                                                  John P. Amboian
                                                                                                  Chief Executive Officer
                                                                                                  (Principal Executive Officer)

                                                                                                  By

                                                                                                   

                                                                                                      */s/ SHERRI A. HLAVACEK

                                                                                                  Sherri A. Hlavacek

                                                                                                   

                                                                                                  Vice President, CorporateManaging Director and Controller
                                                                                                  and Treasurer
                                                                                                  (Principal (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


                                                                                                  Table of Contents

                                                                                                  SIGNATURES

                                                                                                          Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 3 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 29th day of October, 2009.

                                                                                                   NUVEEN INVESTMENTS ADVISERS INC.March 13, 2014



                                                                                                  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. 3 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 29th day of October, 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-18


                                                                                                  Table of Contents

                                                                                                  SIGNATURES

                                                                                                          Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 3 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 29th day of October, 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. 3 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 29th day of October, 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-19


                                                                                                  Table of Contents

                                                                                                  SIGNATURES

                                                                                                          Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this Amendment No. 3 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 29th day of October, 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. 3 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 29th day of October, 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 and Secretary of
                                                                                                  Nuveen Investments, Inc.,
                                                                                                  Fund Advisors, LLC, its SoleManaging Member

                                                                                                  *By (Principal Executive Officer)

                                                                                                   

                                                                                                  /s/ JOHN L. MACCARTHY
                                                                                                  March 13, 2014

                                                                                                  As attorney in fact


                                                                                                  II-20II-13


                                                                                                  Table of Contents


                                                                                                  SIGNATURES

                                                                                                          Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Amendment No. 3 to Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 29th day of October, 2009.March 13, 2014.

                                                                                                    NWQ HOLDINGS,NUVEEN COMMODITIES ASSET MANAGEMENT, LLC

                                                                                                   

                                                                                                   

                                                                                                  ByBy:

                                                                                                   

                                                                                                  /s/ JOHN P. AMBOIANL. MACCARTHY

                                                                                                  Name:John P. Amboian
                                                                                                  L. MacCarthy
                                                                                                  Title:Chief Executive OfficerVice President and Secretary


                                                                                                  SIGNATURES AND POWERS OF ATTORNEY

                                                                                                          Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

                                                                                                          Pursuant to the requirements of the Securities Act the undersigned registrantof 1933, as amended, this registration statement has duly caused this Amendment No. 3 to Registration Statement to bebeen signed on its behalf by the undersigned, thereunto duly authorized,following persons in the City of Chicago, State of Illinois,capacities and on the 29th day of October, 2009.dates indicated.

                                                                                                  Signature
                                                                                                  Title
                                                                                                  Date
                                                                                                  By

                                                                                                   



                                                                                                      */s/ JOHN P. AMBOIAN

                                                                                                  John P. Amboian
                                                                                                   Chief Executive Officer
                                                                                                  (Principal of Nuveen Investments, Inc., its Managing Member (Principal Executive Officer)
                                                                                                  March 13, 2014

                                                                                                  By


                                                                                                      */s/ SHERRI A. HLAVACEK

                                                                                                  Sherri A. Hlavacek

                                                                                                   

                                                                                                  Vice PresidentManaging Director and Treasurer
                                                                                                  (PrincipalController (Principal Financial and Accounting Officer)

                                                                                                  By

                                                                                                   

                                                                                                  March 13, 2014

                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  John L. MacCarthy

                                                                                                   

                                                                                                  Executive Vice President, Secretary and General Counsel of
                                                                                                  Nuveen Investments, Inc.,
                                                                                                  its Managing Member

                                                                                                  *By

                                                                                                   

                                                                                                  /s/ JOHN L. MACCARTHY
                                                                                                  March 13, 2014

                                                                                                  As attorney in fact


                                                                                                  II-21II-14


                                                                                                  Table of Contents


                                                                                                  SIGNATURES

                                                                                                          Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Amendment No. 3 to Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 29th day of October, 2009.March 13, 2014.

                                                                                                    NWQ INVESTMENT MANAGEMENT
                                                                                                  COMPANY,NUVEEN FUND ADVISORS, LLC

                                                                                                   

                                                                                                   

                                                                                                  ByBy:

                                                                                                   

                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  Name:John L. MacCarthy
                                                                                                  Title:Executive Vice President and Secretary


                                                                                                  SIGNATURES AND POWERS OF ATTORNEY

                                                                                                          Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

                                                                                                          Pursuant to the requirements of the Securities Act the undersigned registrantof 1933, as amended, this registration statement has duly caused this Amendment No. 3 to Registration Statement to bebeen signed on its behalf by the undersigned, thereunto duly authorized,following persons in the City of Chicago, State of Illinois,capacities and on the 29th day of October, 2009.dates indicated.

                                                                                                  Signature
                                                                                                  Title
                                                                                                  Date
                                                                                                  By

                                                                                                   



                                                                                                      */s/ JOHN P. AMBOIAN

                                                                                                  John P. Amboian
                                                                                                   Chief Executive Officer of
                                                                                                  NWQ Holdings, LLC,
                                                                                                  Nuveen Investments, Inc., its Managing Member
                                                                                                  (Principal (Principal Executive Officer)
                                                                                                  March 13, 2014

                                                                                                  By


                                                                                                      */s/ SHERRI A. HLAVACEK

                                                                                                  Sherri A. Hlavacek

                                                                                                   

                                                                                                  Vice PresidentManaging Director and Treasurer
                                                                                                  (PrincipalController (Principal Financial and Accounting Officer)

                                                                                                  By

                                                                                                   

                                                                                                  March 13, 2014

                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  John L. MacCarthy

                                                                                                   

                                                                                                  Executive Vice President, Secretary and General Counsel of
                                                                                                  NWQ Holdings, LLC,
                                                                                                  Nuveen Investments, Inc., its Managing Member

                                                                                                  *By

                                                                                                   

                                                                                                  /s/ JOHN L. MACCARTHY
                                                                                                  March 13, 2014

                                                                                                  As attorney in fact


                                                                                                  II-22II-15


                                                                                                  Table of Contents


                                                                                                  SIGNATURES

                                                                                                          Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Amendment No. 3 to Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 29th day of October, 2009.March 13, 2014.

                                                                                                  NUVEEN INVESTMENTS ADVISERS INC.

                                                                                                  By:

                                                                                                  /s/ JOHN P. AMBOIAN


                                                                                                    NUVEEN INVESTMENT SOLUTIONS, INC.Name:John P. Amboian

                                                                                                  Title:

                                                                                                  By


                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  John L. MacCarthy
                                                                                                  ViceChief Executive Officer and President


                                                                                                  SIGNATURES AND POWERS OF ATTORNEY

                                                                                                          Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

                                                                                                          Pursuant to the requirements of the Securities Act the undersigned registrantof 1933, as amended, this registration statement has duly caused this Amendment No. 3 to Registration Statement to bebeen signed on its behalf by the undersigned, thereunto duly authorized,following persons in the City of Chicago, State of Illinois,capacities and on the 29th day of October, 2009.dates indicated.

                                                                                                  Signature
                                                                                                  Title
                                                                                                  Date
                                                                                                  By

                                                                                                   



                                                                                                      */s/ JOHN P. AMBOIAN

                                                                                                  John P. Amboian
                                                                                                   Chairman of the Board of Directors
                                                                                                  (PrincipalDirector, Chief Executive Officer and President (Principal Executive Officer)
                                                                                                  March 13, 2014

                                                                                                  By


                                                                                                      */s/ SHERRI A. HLAVACEK

                                                                                                  Sherri A. Hlavacek

                                                                                                   

                                                                                                  Managing Director, Vice President and Treasurer
                                                                                                  (PrincipalCorporate Controller (Principal Financial and Accounting Officer)

                                                                                                  By

                                                                                                   

                                                                                                      *

                                                                                                  John P. Amboian


                                                                                                  DirectorMarch 13, 2014

                                                                                                  By


                                                                                                      */s/ GLENN R. RICHTER

                                                                                                  Glenn R. Richter

                                                                                                   

                                                                                                  Director

                                                                                                  By

                                                                                                   

                                                                                                  March 13, 2014

                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  John L. MacCarthy

                                                                                                   

                                                                                                  Director

                                                                                                  *By

                                                                                                   

                                                                                                  /s/ JOHN L. MACCARTHY
                                                                                                  March 13, 2014

                                                                                                  As attorney in fact


                                                                                                  II-23II-16


                                                                                                  Table of Contents


                                                                                                  SIGNATURES

                                                                                                          Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Amendment No. 3 to Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on March 13, 2014.

                                                                                                  NUVEEN INVESTMENTS HOLDINGS, INC.

                                                                                                  By:

                                                                                                  /s/ JOHN P. AMBOIAN


                                                                                                  Name:John P. Amboian

                                                                                                  Title:Chief Executive Officer and President


                                                                                                  SIGNATURES AND POWERS OF ATTORNEY

                                                                                                          Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the 29th daytrue and lawful attorneys-in-fact and agents of October, 2009.the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

                                                                                                          Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

                                                                                                  RITTENHOUSE ASSET MANAGEMENT, INC.Signature
                                                                                                  Title
                                                                                                  Date

                                                                                                   


                                                                                                  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. 3 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 29th day of October, 2009.

                                                                                                  By    *

                                                                                                  John P. Amboian
                                                                                                   Director, Chief Executive Officer
                                                                                                  (Principal and President (Principal Executive Officer)
                                                                                                  March 13, 2014

                                                                                                  By


                                                                                                      */s/ SHERRI A. HLAVACEK

                                                                                                  Sherri A. Hlavacek

                                                                                                   

                                                                                                  Vice PresidentManaging Director and Treasurer
                                                                                                  (PrincipalCorporate Controller (Principal Financial and Accounting Officer)

                                                                                                  By

                                                                                                   

                                                                                                      *

                                                                                                  John P. Amboian


                                                                                                  DirectorMarch 13, 2014

                                                                                                  By


                                                                                                      */s/ GLENN R. RICHTER

                                                                                                  Glenn R. Richter

                                                                                                   

                                                                                                  Director

                                                                                                  By

                                                                                                   

                                                                                                  March 13, 2014

                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  John L. MacCarthy

                                                                                                   

                                                                                                  Director

                                                                                                  *By

                                                                                                   

                                                                                                  /s/ JOHN L. MACCARTHY
                                                                                                  March 13, 2014

                                                                                                  As attorney in fact


                                                                                                  II-24II-17


                                                                                                  Table of Contents


                                                                                                  SIGNATURES

                                                                                                          Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Amendment No. 3 to Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 29th day of October, 2009.March 13, 2014.

                                                                                                  NUVEEN NWQ HOLDINGS, LLC

                                                                                                  By:

                                                                                                  /s/ JOHN P. AMBOIAN


                                                                                                    SANTA BARBARA ASSET MANAGEMENT, LLCName:John P. Amboian

                                                                                                  Title:

                                                                                                  By


                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  John L. MacCarthy
                                                                                                  ViceChief Executive Officer and President


                                                                                                  SIGNATURES AND POWERS OF ATTORNEY

                                                                                                          Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

                                                                                                          Pursuant to the requirements of the Securities Act the undersigned registrantof 1933, as amended, this registration statement has duly caused this Amendment No. 3 to Registration Statement to bebeen signed on its behalf by the undersigned, thereunto duly authorized,following persons in the City of Chicago, State of Illinois,capacities and on the 29th day of October, 2009.dates indicated.

                                                                                                  Signature
                                                                                                  Title
                                                                                                  Date
                                                                                                  By

                                                                                                   



                                                                                                      */s/ JOHN P. AMBOIAN

                                                                                                  John P. Amboian
                                                                                                   Chief Executive Officer of
                                                                                                  Nuveen Investments, Inc.,
                                                                                                  its Managing Member
                                                                                                  (Principaland President (Principal Executive Officer)
                                                                                                  March 13, 2014

                                                                                                  By


                                                                                                      */s/ SHERRI A. HLAVACEK

                                                                                                  Sherri A. Hlavacek

                                                                                                   

                                                                                                  Vice PresidentManaging Director and Assistant Secretary
                                                                                                  (PrincipalController (Principal Financial and Accounting Officer)

                                                                                                  By

                                                                                                   

                                                                                                  March 13, 2014

                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  John L. MacCarthy

                                                                                                   

                                                                                                  Executive Vice President, Secretary and General Counsel of
                                                                                                  Nuveen Investments, Inc.,
                                                                                                  its Managing Member

                                                                                                  *By

                                                                                                   

                                                                                                  /s/ JOHN L. MACCARTHY
                                                                                                  March 13, 2014

                                                                                                  As attorney in fact


                                                                                                  II-25II-18


                                                                                                  Table of Contents


                                                                                                  SIGNATURES

                                                                                                          Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Amendment No. 3 to Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 29th day of October, 2009.March 13, 2014.

                                                                                                    SYMPHONY ASSET MANAGEMENTNUVEEN TRADEWINDS HOLDINGS, LLC

                                                                                                   

                                                                                                   

                                                                                                  ByBy:

                                                                                                   

                                                                                                  /s/ JOHN L. MACCARTHYP. AMBOIAN

                                                                                                  Name:John L. MacCarthy
                                                                                                  P. Amboian
                                                                                                  Title:ViceChief Executive Officer and President


                                                                                                  SIGNATURES AND POWERS OF ATTORNEY

                                                                                                          Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

                                                                                                          Pursuant to the requirements of the Securities Act the undersigned registrantof 1933, as amended, this registration statement has duly caused this Amendment No. 3 to Registration Statement to bebeen signed on its behalf by the undersigned, thereunto duly authorized,following persons in the City of Chicago, State of Illinois,capacities and on the 29th day of October, 2009.dates indicated.

                                                                                                  Signature
                                                                                                  Title
                                                                                                  Date
                                                                                                  By

                                                                                                   



                                                                                                      */s/ JOHN P. AMBOIAN

                                                                                                  John P. Amboian
                                                                                                   Chief Executive Officer of
                                                                                                  Nuveen Investments Holdings, Inc.,
                                                                                                  its Managing Member
                                                                                                  (Principaland President (Principal Executive Officer)
                                                                                                  March 13, 2014

                                                                                                  By


                                                                                                      */s/ SHERRI A. HLAVACEK

                                                                                                  Sherri A. Hlavacek

                                                                                                   

                                                                                                  Vice PresidentManaging Director and Treasurer
                                                                                                  (PrincipalController (Principal Financial and Accounting Officer)

                                                                                                  By

                                                                                                   

                                                                                                  March 13, 2014

                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  John L. MacCarthy

                                                                                                   

                                                                                                  Executive Vice President, Secretary and General Counsel of
                                                                                                  Nuveen Investments, Holdings, Inc.,
                                                                                                  its Managing Member

                                                                                                  *By

                                                                                                   

                                                                                                  /s/ JOHN L. MACCARTHY
                                                                                                  March 13, 2014

                                                                                                  As attorney in fact


                                                                                                  II-26II-19


                                                                                                  Table of Contents


                                                                                                  SIGNATURES

                                                                                                          Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Amendment No. 3 to Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 29th day of October, 2009.March 13, 2014.

                                                                                                    TRADEWINDS GLOBAL INVESTORS,NUVEEN WCM HOLDINGS, LLC

                                                                                                   

                                                                                                   

                                                                                                  ByBy:

                                                                                                   

                                                                                                  /s/ JOHN L. MACCARTHYP. AMBOIAN

                                                                                                  Name:John L. MacCarthy
                                                                                                  P. Amboian
                                                                                                  Title:ViceChief Executive Officer and President


                                                                                                  SIGNATURES AND POWERS OF ATTORNEY

                                                                                                          Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

                                                                                                          Pursuant to the requirements of the Securities Act the undersigned registrantof 1933, as amended, this registration statement has duly caused this Amendment No. 3 to Registration Statement to bebeen signed on its behalf by the undersigned, thereunto duly authorized,following persons in the City of Chicago, State of Illinois,capacities and on the 29th day of October, 2009.dates indicated.

                                                                                                  Signature
                                                                                                  Title
                                                                                                  Date
                                                                                                  By

                                                                                                   



                                                                                                      */s/ JOHN P. AMBOIAN

                                                                                                  John P. Amboian
                                                                                                   Chief Executive Officer of
                                                                                                  NWQ Holdings, LLC,
                                                                                                  its Managing Member
                                                                                                  (Principaland President (Principal Executive Officer)
                                                                                                  March 13, 2014

                                                                                                  By


                                                                                                      */s/ SHERRI A. HLAVACEK

                                                                                                  Sherri A. Hlavacek

                                                                                                   

                                                                                                  Vice PresidentManaging Director and Treasurer
                                                                                                  (PrincipalController (Principal Financial and Accounting Officer)

                                                                                                  By

                                                                                                   

                                                                                                  March 13, 2014

                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  John L. MacCarthy

                                                                                                   

                                                                                                  Executive Vice President, Secretary and General Counsel of
                                                                                                  NWQ Holdings, LLC,
                                                                                                  Nuveen Investments, Inc., its Managing Member

                                                                                                  *By

                                                                                                   

                                                                                                  /s/ JOHN L. MACCARTHY
                                                                                                  March 13, 2014

                                                                                                  As attorney in fact


                                                                                                  II-27II-20


                                                                                                  Table of Contents


                                                                                                  SIGNATURES

                                                                                                          Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Amendment No. 3 to Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 29th day of October, 2009.March 13, 2014.

                                                                                                    WINSLOW CAPITALNWQ INVESTMENT MANAGEMENT INC.COMPANY, LLC

                                                                                                   

                                                                                                   

                                                                                                  ByBy:

                                                                                                   

                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  Name:John L. MacCarthy
                                                                                                  Title:Vice President and Secretary


                                                                                                  SIGNATURES AND POWERS OF ATTORNEY

                                                                                                          Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

                                                                                                          Pursuant to the requirements of the Securities Act the undersigned registrantof 1933, as amended, this registration statement has duly caused this Amendment No. 3 to Registration Statement to bebeen signed on its behalf by the undersigned, thereunto duly authorized,following persons in the City of Chicago, State of Illinois,capacities and on the 29th day of October, 2009.dates indicated.

                                                                                                  Signature
                                                                                                  Title
                                                                                                  Date
                                                                                                  By

                                                                                                   



                                                                                                      */s/ JOHN P. AMBOIAN

                                                                                                  John P. Amboian
                                                                                                   ChairmanChief Executive Officer and President of the Board of Directors
                                                                                                  (PrincipalNuveen NWQ Holdings, LLC, its Managing Member (Principal Executive Officer)
                                                                                                  March 13, 2014

                                                                                                  By


                                                                                                      */s/ SHERRI A. HLAVACEK

                                                                                                  Sherri A. Hlavacek

                                                                                                   

                                                                                                  Vice President Chief Financial Officer
                                                                                                  and Treasurer
                                                                                                  (PrincipalController (Principal Financial and Accounting Officer)

                                                                                                  By

                                                                                                   

                                                                                                      *

                                                                                                  John P. Amboian


                                                                                                  DirectorMarch 13, 2014

                                                                                                  By


                                                                                                      *

                                                                                                  Glenn R. Richter


                                                                                                  Director

                                                                                                  By


                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  John L. MacCarthy

                                                                                                   

                                                                                                  DirectorExecutive Vice President and Secretary of Nuveen NWQ Holdings, LLC, its Managing Member


                                                                                                  March 13, 2014

                                                                                                  II-21


                                                                                                  Table of Contents


                                                                                                  SIGNATURES

                                                                                                          Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on March 13, 2014.

                                                                                                  SANTA BARBARA ASSET MANAGEMENT, LLC



                                                                                                  *ByBy:

                                                                                                   

                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  Name:John L. MacCarthy
                                                                                                  Title:As attorney in factVice President and Secretary


                                                                                                  SIGNATURES AND POWERS OF ATTORNEY

                                                                                                          Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

                                                                                                          Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

                                                                                                  Signature
                                                                                                  Title
                                                                                                  Date




                                                                                                   

                                                                                                   
                                                                                                  /s/ JOHN P. AMBOIAN

                                                                                                  John P. Amboian
                                                                                                  Chief Executive Officer of Nuveen Investments, Inc., its Managing Member (Principal Executive Officer)March 13, 2014

                                                                                                  /s/ SHERRI A. HLAVACEK

                                                                                                  Sherri A. Hlavacek


                                                                                                  Vice President and Controller (Principal Financial and Accounting Officer)


                                                                                                  March 13, 2014

                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  John L. MacCarthy


                                                                                                  Executive Vice President, Secretary and General Counsel of Nuveen Investments, Inc., its Managing Member


                                                                                                  March 13, 2014

                                                                                                  II-28II-22


                                                                                                  Table of Contents


                                                                                                  SIGNATURES

                                                                                                          Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on March 13, 2014.

                                                                                                  SYMPHONY ASSET MANAGEMENT, LLC



                                                                                                  By:


                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  Name:John L. MacCarthy
                                                                                                  Title:Vice President and Secretary


                                                                                                  SIGNATURES AND POWERS OF ATTORNEY

                                                                                                          Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

                                                                                                          Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

                                                                                                  Signature
                                                                                                  Title
                                                                                                  Date





                                                                                                  /s/ JOHN P. AMBOIAN

                                                                                                  John P. Amboian
                                                                                                  Chief Executive Officer and President of Nuveen Investments Holdings, Inc., its Managing Member (Principal Executive Officer)March 13, 2014

                                                                                                  /s/ SHERRI A. HLAVACEK

                                                                                                  Sherri A. Hlavacek


                                                                                                  Vice President and Controller (Principal Financial and Accounting Officer)


                                                                                                  March 13, 2014

                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  John L. MacCarthy


                                                                                                  Executive Vice President and Secretary of Nuveen Investments Holdings, its Managing Member


                                                                                                  March 13, 2014

                                                                                                  II-23


                                                                                                  Table of Contents


                                                                                                  SIGNATURES

                                                                                                          Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on March 13, 2014.

                                                                                                  TRADEWINDS GLOBAL INVESTORS, LLC



                                                                                                  By:


                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  Name:John L. MacCarthy
                                                                                                  Title:Vice President and Secretary


                                                                                                  SIGNATURES AND POWERS OF ATTORNEY

                                                                                                          Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

                                                                                                          Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

                                                                                                  Signature
                                                                                                  Title
                                                                                                  Date





                                                                                                  /s/ JOHN P. AMBOIAN

                                                                                                  John P. Amboian
                                                                                                  Chief Executive Officer of Nuveen Investments, Inc., its Member (Principal Executive Officer)March 13, 2014

                                                                                                  /s/ SHERRI A. HLAVACEK

                                                                                                  Sherri A. Hlavacek


                                                                                                  Vice President and Controller (Principal Financial and Accounting Officer)


                                                                                                  March 13, 2014

                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  John L. MacCarthy


                                                                                                  Executive Vice President, Secretary and General Counsel of Nuveen Investments, Inc., its Member


                                                                                                  March 13, 2014

                                                                                                  II-24


                                                                                                  Table of Contents


                                                                                                  SIGNATURES

                                                                                                          Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on March 13, 2014.

                                                                                                  WINSLOW CAPITAL MANAGEMENT, LLC



                                                                                                  By:


                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  Name:John L. MacCarthy
                                                                                                  Title:Vice President and Secretary


                                                                                                  SIGNATURES AND POWERS OF ATTORNEY

                                                                                                          Each person whose signature appears below hereby constitutes and appoints John P. Amboian and John L. MacCarthy and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

                                                                                                          Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

                                                                                                  Signature
                                                                                                  Title
                                                                                                  Date





                                                                                                  /s/ JOHN P. AMBOIAN

                                                                                                  John P. Amboian
                                                                                                  Chief Executive Officer and President of Nuveen WCM Holdings, LLC, its Managing Member (Principal Executive Officer)March 13, 2014

                                                                                                  /s/ SHERRI A. HLAVACEK

                                                                                                  Sherri A. Hlavacek


                                                                                                  Vice President and Controller (Principal Financial and Accounting Officer)


                                                                                                  March 13, 2014

                                                                                                  /s/ JOHN L. MACCARTHY

                                                                                                  John L. MacCarthy


                                                                                                  Executive Vice President and Secretary of Nuveen WCM Holdings, LLC, its Managing Member


                                                                                                  March 13, 2014

                                                                                                  II-25


                                                                                                  Table of Contents


                                                                                                  EXHIBIT INDEX


                                                                                                  Exhibit
                                                                                                  Designation
                                                                                                  Exhibit Number Exhibit No. and LocationDescription
                                                                                                   3.1 Amended and Restated Certificate of Incorporation of the CompanyExhibit 3.1 to the Company's Form 8-K filed on November 16, 2007Nuveen Investments, Inc.



                                                                                                   

                                                                                                  3.2

                                                                                                   

                                                                                                  By-Laws of the Company


                                                                                                  Exhibit 3.2 to the Company's Form 8-K filed on November 16, 2007Nuveen Investments, Inc.

                                                                                                   



                                                                                                  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.


                                                                                                  Exhibit 3.4 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   



                                                                                                  3.53.4

                                                                                                   

                                                                                                  By-Laws of Windy City Investments, Inc.


                                                                                                  Exhibit 3.5 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   

                                                                                                  3.5


                                                                                                  Certificate of Formation of Nuveen Asset Management, LLC

                                                                                                   

                                                                                                  3.6

                                                                                                   

                                                                                                  Certificate of Formation of Nuveen HydePark Group,Commodities Asset Management, LLC


                                                                                                  Exhibit 3.6 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009



                                                                                                   

                                                                                                  3.7

                                                                                                   

                                                                                                  Certificate of AmendmentFormation of Nuveen HydePark Group,Fund Advisors, LLC


                                                                                                  Exhibit 3.7 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   



                                                                                                  3.8


                                                                                                  Limited Liability Company Agreement of Nuveen HydePark Group, LLC


                                                                                                  Exhibit 3.8 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.9


                                                                                                  Amended and Restated Certificate of Incorporation of Nuveen Asset Management


                                                                                                  Exhibit 3.9 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.10


                                                                                                  Restated Bylaws of Nuveen Asset Management


                                                                                                  Exhibit 3.10 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.11

                                                                                                   

                                                                                                  Certificate of Incorporation of Nuveen Investments Advisers Inc.

                                                                                                   

                                                                                                  Exhibit 3.11 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 20093.9

                                                                                                  II-29


                                                                                                  Table of Contents



                                                                                                  Exhibit
                                                                                                  Designation
                                                                                                  ExhibitExhibit No. and Location
                                                                                                  3.12BylawsBy-Laws of Nuveen Investments Advisers Inc.Exhibit 3.12 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   



                                                                                                  3.133.10

                                                                                                   

                                                                                                  Certificate of Incorporation of Nuveen Investments Holdings, Inc.


                                                                                                  Exhibit 3.13 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   



                                                                                                  3.143.11

                                                                                                   

                                                                                                  By-Laws of Nuveen Investments Holdings, Inc.


                                                                                                  Exhibit 3.14 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   



                                                                                                  3.153.12

                                                                                                   

                                                                                                  Certificate of Formation of Nuveen Investments Institutional Services GroupNWQ Holdings, LLC


                                                                                                  Exhibit 3.15 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   



                                                                                                  3.16


                                                                                                  Limited Liability Company Agreement of Nuveen Investments Institutional Services Group LLC


                                                                                                  Exhibit 3.16 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.173.13

                                                                                                   

                                                                                                  Certificate of Formation of NWQNuveen Tradewinds Holdings, LLC


                                                                                                  Exhibit 3.17 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   

                                                                                                  3.14

                                                                                                   

                                                                                                  3.18Certificate of Formation of Nuveen WCM Holdings, LLC


                                                                                                  3.15

                                                                                                   

                                                                                                  Certificate of Formation of NWQ Investment Management Company, LLC


                                                                                                  Exhibit 3.18 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   



                                                                                                  3.19


                                                                                                  Certificate of Merger for NWQ Investment Management Company, LLC


                                                                                                  Exhibit 3.19 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.20


                                                                                                  Certificate of Amendment of Certificate of Formation of NWQ Investment Management Company, LLC


                                                                                                  Exhibit 3.20 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.21


                                                                                                  Second Amended and Restated Limited Liability Company Agreement of NWQ Investment Management Company, LLC


                                                                                                  Exhibit 3.21 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.22


                                                                                                  Articles of Incorporation of Nuveen Investment Solutions, Inc.


                                                                                                  Exhibit 3.22 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                  II-30


                                                                                                  Table of Contents


                                                                                                  Exhibit
                                                                                                  Designation
                                                                                                  ExhibitExhibit No. and Location
                                                                                                  3.23Articles of Amendment of Nuveen Investment Solutions, Inc.Exhibit 3.23 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.24


                                                                                                  By-Laws of Nuveen Investment Solutions, Inc.


                                                                                                  Exhibit 3.24 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.25


                                                                                                  Amended and Restated Certificate of Incorporation of Rittenhouse Asset Management, Inc.


                                                                                                  Exhibit 3.25 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.26


                                                                                                  Certificate of Amendment of Amended and Restated Certificate of Incorporation of Rittenhouse Asset Management, Inc.


                                                                                                  Exhibit 3.26 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.27


                                                                                                  Certificate of Amendment of Amended and Restated Certificate of Incorporation of Rittenhouse Asset Management, Inc.


                                                                                                  Exhibit 3.27 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.28


                                                                                                  Certificate of Amendment of Amended and Restated Certificate of Incorporation of Rittenhouse Asset Management, Inc.


                                                                                                  Exhibit 3.28 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.29


                                                                                                  Certificate of Amendment of Certificate of Incorporation of Rittenhouse Asset Management, Inc.


                                                                                                  Exhibit 3.29 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.30


                                                                                                  Certificate of Amendment of Certificate of Incorporation of Rittenhouse Asset Management, Inc.


                                                                                                  Exhibit 3.30 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.31


                                                                                                  Amended and Restated By-Laws of Rittenhouse Asset Management, Inc.


                                                                                                  Exhibit 3.31 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.323.16

                                                                                                   

                                                                                                  Certificate of Formation of Santa Barbara Asset Management, LLC


                                                                                                  Exhibit 3.32 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   



                                                                                                  3.333.17

                                                                                                   

                                                                                                  Second Amended and Restated Limited Liability Company Agreement of Santa Barbara Asset Management, LLC


                                                                                                  Exhibit 3.33 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                  II-31


                                                                                                  Table of Contents


                                                                                                  Exhibit
                                                                                                  Designation
                                                                                                  ExhibitExhibit No. and Location
                                                                                                  3.34Articles of Organization of Symphony Asset Management LLCExhibit 3.34 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.35


                                                                                                  Amended and Restated Limited Liability Company Agreement of Symphony Asset Management LLC


                                                                                                  Exhibit 3.35 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   



                                                                                                  3.363.18

                                                                                                   

                                                                                                  Certificate of Formation of Tradewinds Global Investors, LLC


                                                                                                  Exhibit 3.36 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009

                                                                                                   



                                                                                                  3.373.19

                                                                                                   

                                                                                                  Certificate of Amendment to Certificate of Formation of Tradewinds Global Investors, LLC


                                                                                                  Exhibit 3.37 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.38


                                                                                                  Certificate of Amendment to Certificate of Formation of Tradewinds Global Investors, LLC


                                                                                                  Exhibit 3.38 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.39


                                                                                                  Second Amended and Restated Limited Liability Company Agreement of Tradewinds Global Investors, LLC


                                                                                                  Exhibit 3.39 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.40


                                                                                                  Articles of Incorporation of Winslow Capital Management, Inc.


                                                                                                  Exhibit 3.40 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009LLC




                                                                                                  3.41


                                                                                                  Articles of Amendment of Articles of Incorporation of Winslow Capital Management, Inc.


                                                                                                  Exhibit 3.41 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  3.42


                                                                                                  Amended and Restated By-Laws of Winslow Capital Management, Inc.


                                                                                                  Exhibit 3.42 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009



                                                                                                   

                                                                                                  4.1

                                                                                                   

                                                                                                  Indenture, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and U.S. Bank National Association, as of September 12, 2005, between the Company and The Bank of New York Trust Company, N.A., as Trustee


                                                                                                  Exhibit 4.1trustee, relating to the Company's Form 8-K filed on September 13, 2005Nuveen Investments, Inc.'s 9.125% Senior Notes due 2017



                                                                                                   

                                                                                                  4.2

                                                                                                   

                                                                                                  First Supplemental Indenture, datedForm of Note relating to Nuveen Investments, Inc.'s 9.125% Senior Notes due 2017 (attached as of September 12, 2005, between the Company and The Bank of New York Trust Company, N.A., as Trustee


                                                                                                  exhibit to Exhibit 4.2 to the Company's Form 8-K filed on September 13, 20054.1)



                                                                                                   

                                                                                                  4.3

                                                                                                   

                                                                                                  Exchange and Registration Rights Agreement, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the initial purchasers of Nuveen Investments, Inc.'s 9.125% Senior Notes due 2017


                                                                                                  4.4


                                                                                                  Indenture, dated as of November 13, 2007,September 19, 2012, among Nuveen Investments, Inc., the Company, the Guarantors party theretoguarantors named therein and U.S. Bank National Association, as trustee, relating to Nuveen Investments, Inc.'s 9.5% Senior Notes due 2020


                                                                                                  4.5

                                                                                                   

                                                                                                  Form of Note relating to Nuveen Investments, Inc.'s 9.5% Senior Notes due 2020 (attached as exhibit to Exhibit 4.1 to the Company's Form 8-K filed on November 16, 20074.4)

                                                                                                  II-32II-26


                                                                                                  Table of Contents


                                                                                                  Exhibit
                                                                                                  Designation
                                                                                                  Exhibit Number Exhibit No. and LocationDescription
                                                                                                   4.44.6 Exchange and Registration Rights Agreement, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of November 13, 2007Exhibit 4.4 to the Company's Form S-4 filed on May 13, 2009initial purchasers of Nuveen Investments, Inc.'s 9.5% Senior Notes due 2020



                                                                                                   

                                                                                                  5.1

                                                                                                   

                                                                                                  Opinion of Winston & Strawn LLP


                                                                                                  Exhibit 5.1 to the Company's Amendment No. 2 to Form S-4 filed on October 9, 2009

                                                                                                   



                                                                                                  5.2


                                                                                                  Opinion of Dorsey & Whitney LLP


                                                                                                  Exhibit 5.2 to the Company's Amendment No. 2 to Form S-4 filed on October 9, 2009




                                                                                                  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




                                                                                                  10.6

                                                                                                   

                                                                                                  Credit Agreement, dated as of November 13, 2007, as amended and restated as of September 19, 2012, and amended as of October 11, 2012, February 28, 2013 and April 29, 2013, among Windy City Acquisition Corp.Investments, Inc., the Company,Nuveen Investments, Inc., Deutsche Bank AG New York Branch, as administrative agent, and the other partiesvarious lenders party thereto


                                                                                                  Exhibit 10.1 to the Company's Form 8-K filed on November 16, 2007

                                                                                                   

                                                                                                  10.2


                                                                                                  Second Amended and Restated Guarantee and Collateral Agreement, dated as of November 13, 2007, as amended and restated as of February 29, 2012, and amended as of April 29, 2013, among Windy City Investments, Inc., Nuveen Investments, Inc., the grantors party thereto, and Deutsche Bank AG New York Branch, as first-lien collateral agent and second-lien collateral agent


                                                                                                  10.3


                                                                                                  Intercreditor Agreement, dated as of February 29, 2012, as amended as of October 11, 2012, by Deutsche Bank AG New York Branch, as first-lien collateral agent and second-lien collateral agent


                                                                                                  10.4


                                                                                                  Nuveen Investments 2013 Mutual Fund Investment Plan*


                                                                                                  10.5


                                                                                                  Form of Time-Vested Deferred Unit Issuance Agreement*


                                                                                                  10.6


                                                                                                  Form of Performance-Vested Deferred Unit Issuance Agreement*

                                                                                                   

                                                                                                  10.7

                                                                                                   

                                                                                                  Schedules and Exhibits to Credit Agreement, dated asForm of November 13, 2007, among Windy City Acquisition Corp., the Company, Deutsche Bank AG New York Branch and the other parties thereto


                                                                                                  Exhibit 10.7 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009Deferred Incentive Unit Issuance Agreement*

                                                                                                   

                                                                                                  10.8

                                                                                                   

                                                                                                  10.8Form of 2007 Class A Unit Purchase Agreement*


                                                                                                  10.9


                                                                                                  Form of 2011 Class A Unit Purchase Agreement*


                                                                                                  10.10


                                                                                                  Form of Continuing Deferred Class A Unit Grant Agreement*


                                                                                                  10.11


                                                                                                  Form of Special Deferred Unit Issuance Agreement*


                                                                                                  10.12


                                                                                                  Second Amended and Restated Unitholders Agreement, dated as of October 11, 2010*


                                                                                                  10.13

                                                                                                   

                                                                                                  Employment Agreement, dated as of November 1, 2002, between the CompanyNuveen Investments, Inc. and John P. Amboian,


                                                                                                  Exhibit 10.2 to the Company's Form 10-Q filed as amended on November 14, 2002January 1, 2008 and May 1, 2013*

                                                                                                   



                                                                                                  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

                                                                                                  II-33


                                                                                                  Table of Contents


                                                                                                  Exhibit
                                                                                                  Designation
                                                                                                  ExhibitExhibit No. and Location
                                                                                                  10.10Employment Agreement, dated as of January 1, 2008, between Nuveen Investments, Inc. and Mark J.P. AnsonExhibit 10.9 to the Company's Form S-4 filed on May 13, 2009




                                                                                                  10.1110.14

                                                                                                   

                                                                                                  Employment Agreement, dated as of January 1, 2008, between the CompanyNuveen Investments, Inc. and Glenn R. Richter,


                                                                                                  Exhibit 10.10 to the Company's Form S-4 filed as amended on May 13, 2009September 30, 2012*

                                                                                                   

                                                                                                  10.15

                                                                                                   

                                                                                                  10.12Employment Agreement, effective as of December 31, 2010, between Nuveen Investments, Inc. and Thomas S. Schreier, Jr.*


                                                                                                  10.16

                                                                                                   

                                                                                                  Employment Agreement, dated as of January 1, 2008, between the CompanyNuveen Investments, Inc. and Alan G. Berkshire


                                                                                                  Exhibit 10.11 to the Company's Form S-4 filed on May 13, 2009William Adams IV*

                                                                                                   



                                                                                                  10.1310.17

                                                                                                   

                                                                                                  Employment Agreement, dated as of January 1, 2008, between the CompanyNuveen Investments, Inc. and John L. MacCarthy


                                                                                                  Exhibit 10.12 to the Company's Form S-4 filed on May 13, 2009MacCarthy*

                                                                                                   



                                                                                                  10.1412.1

                                                                                                   

                                                                                                  FormComputation of Windy City Investment Holdings, L.L.C. Deferred Unit Grant Agreement


                                                                                                  Exhibit 10.13Ratio of Earnings to the Company's Form S-4 filed on May 13, 2009Fixed Charges

                                                                                                   



                                                                                                  10.1521.1

                                                                                                   

                                                                                                  FormSubsidiaries of Windy CityNuveen Investments, Holdings, L.L.C. Class A Unit Purchase Agreement


                                                                                                  Exhibit 10.14 to the Company's Form S-4 filed on May 13, 2009Inc.

                                                                                                   



                                                                                                  10.1623.1

                                                                                                   

                                                                                                  FormConsent 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


                                                                                                  Exhibit 10.18 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  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


                                                                                                  Exhibit 10.21 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  10.22


                                                                                                  Nuveen Investments 2009 Mutual Fund Investment Plan


                                                                                                  Exhibit 10.22 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009KPMG LLP

                                                                                                  II-34II-27


                                                                                                  Table of Contents


                                                                                                  Exhibit
                                                                                                  Designation
                                                                                                  Exhibit Number Exhibit No. and LocationDescription
                                                                                                   23.2 10.23Form of Mutual Fund Award Agreement under the Nuveen Investments 2009 Mutual Fund Investment PlanExhibit 10.23 to the Company's Amendment No. 1 to Form S-4 filed on August 24, 2009




                                                                                                  *10.24


                                                                                                  First Amendment to Nuveen Investments, LLC Excess Benefit Retirement Plan






                                                                                                  *10.25


                                                                                                  Second Amendment to Nuveen Investments, LLC Excess Benefit Retirement Plan






                                                                                                  12


                                                                                                  Statement of Computation of Ratios of Earnings to Fixed Charges


                                                                                                  Exhibit 12 to the Company's Amendment No. 2 to Form S-4 filed on October 9, 2009




                                                                                                  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)



                                                                                                   



                                                                                                  23.324.1

                                                                                                   

                                                                                                  ConsentPower of Dorsey & Whitney LLPAttorney (included in Exhibit 5.2)






                                                                                                  24


                                                                                                  Powers of Attorney


                                                                                                  Exhibit 24 to the Company's Form S-4 filed on May 13, 2009signature page)

                                                                                                   



                                                                                                  2525.1

                                                                                                   

                                                                                                  Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association


                                                                                                  Exhibit 25 as trustee under the Indenture, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and U.S. Bank National Association as trustee, relating to Nuveen Investments, Inc.'s 9.125% Senior Notes due 2017 and the Company's Form S-4 filed on May 13, 2009Indenture, dated September 19, 2012, among Nuveen Investments, Inc., the guarantors named therein and U.S. Bank National Association as trustee, relating to Nuveen Investments, Inc.'s 9. 5% Senior Notes due 2020



                                                                                                   

                                                                                                  99.1

                                                                                                   

                                                                                                  Form of Letter of Transmittal


                                                                                                  Exhibit 99.1 to the Company's Amendment No. 2 to Form S-4 filed on October 9, 2009



                                                                                                   

                                                                                                  99.2

                                                                                                   

                                                                                                  Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees


                                                                                                  Exhibit 99.2 to the Company's Amendment No. 2 to Form S-4 filed on October 9, 2009



                                                                                                   

                                                                                                  99.3

                                                                                                   

                                                                                                  Form of Letter to Clients


                                                                                                  Exhibit 99.3 to the Company's Amendment No. 2 to Form S-4 filed on October 9, 2009



                                                                                                   

                                                                                                  99.4

                                                                                                   

                                                                                                  Form of Notice of Guaranteed Delivery


                                                                                                  Exhibit 99.4 to the Company's Amendment No. 2 to Form S-4 filed on October 9, 2009

                                                                                                  *
                                                                                                  Filed herewith.Identifies exhibits that consist of a management contract or compensatory plan or arrangement.

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