SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____ TO ____________
Commission file number 1-11123
THE JOHN NUVEEN COMPANY
(Exact name of registrant as specified in its charter)
<Table>
<Caption>
DELAWARE 36-3817266
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 WEST WACKER DRIVE 60606
CHICAGO, ILLINOIS (Zip Code)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 312-917-7700
Securities registered pursuant to
Section 12(b) of the Act:
Class A Common Stock, $.01 par value New York Stock Exchange
(Title of Class) (Name of each exchange on which registered)
Securities registered pursuant to
Section 12(g) of the Act:
None.
</Table>
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K._____
The aggregate market value of the outstanding Common Stock held by
non-affiliates of the Registrant on March 22, 2002 was $566,476,000.
The number of shares of the Registrant's Common Stock outstanding at March
22, 2002 was 47,460,775 consisting of 10,798,168 shares of Class A Common Stock,
$.01 par value, and 36,662,607 shares of Class B Common Stock, $.01 par value.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrants Annual Report to Shareholders for the year
ended December 31, 2001 are incorporated by reference into Parts II and IV of
this report. Portions of Registrant's Proxy Statement relating to the annual
meeting of stockholders to be held May 9, 2002 are incorporated by reference
into Parts I and III of this report.
PART I
ITEM 1. BUSINESS
GENERAL
The principal businesses of The John Nuveen Company (the "Company") are asset
management and related research, as well as the development, marketing and
distribution of investment products and services for the affluent,
high-net-worth and the institutional market segments. We distribute our
investment products and services, including mutual funds (open-end funds),
exchange-traded funds (closed-end funds), defined portfolios, and separately
managed accounts, to the affluent and high-net-worth market segments through
unaffiliated intermediary firms, broker/dealers, commercial banks, affiliates
of insurance providers, financial planners, accountants, consultants and
investment advisers. We also provide investment products and services to
institutional markets.
The Company's operations are organized around nine subsidiaries including Nuveen
Investments (previously known as John Nuveen & Co. Incorporated), a registered
broker and dealer in securities under the Securities Exchange Act of 1934, and
six investment advisory subsidiaries registered under the Investment Advisers
Act of 1940. These include Nuveen Advisory Corp. ("NAC"), Nuveen Institutional
Advisory Corp. ("NIAC"), Nuveen Asset Management Inc. ("NAM"), Nuveen Senior
Loan Asset Management Inc. ("NSLAM"), Rittenhouse Financial Services, Inc.
("Rittenhouse") and Symphony Asset Management, LLC ("Symphony"). Nuveen
Investments provides investment product distribution and related services for
the Company's managed funds and defined portfolios. NAC, NIAC and NSLAM provide
investment management for, and administer the business affairs of, the Nuveen
managed funds. NAM, Symphony and Rittenhouse provide investment management
services for individual and institutional managed accounts; Rittenhouse also
acts as sub-adviser and portfolio manager for a mutual fund managed by NIAC. The
Company's other two investment subsidiaries are not registered broker dealers or
investment advisors and do not provide product distribution or investment
management services for the Company.
The Company, headquartered in Chicago, has offices in New York, NY, Irvine, CA,
Radnor, PA, and San Francisco, CA and has sales representatives located
nationally. The Company is the successor to a business formed in 1898 by Mr.
John Nuveen, which served as an underwriter and trader of municipal bonds. This
core business was augmented in 1961 when the Company developed and introduced
its first municipal defined portfolio, which is a fixed portfolio of municipal
securities selected and purchased by the Company and deposited in a trust. The
Company introduced its first municipal mutual fund in 1976, its first municipal
money market fund in 1981, and its first municipal exchange-traded fund in
1987. The Company began providing individual managed account services to
investors in early 1995, sponsored its first equity mutual fund in 1996 and its
first equity defined portfolio in 1997.
On August 31, 1997, the Company completed the acquisition of all of the
outstanding stock of Rittenhouse, which specializes in managing individual
equity and balanced portfolios primarily for high-net-worth individuals served
by financial advisors. Rittenhouse managed approximately $9.1 billion in
predominantly growth equity assets at the acquisition date.
During 1999, the Company expanded its product line by introducing products
comprised of senior secured corporate floating rate loans. On September 17,
1999, the Company completed the sale of its investment banking business to US
Bancorp Piper Jaffray. In conjunction with the sale, the Company no longer
underwrites and distributes municipal and corporate bonds or serves as
remarketing agent for variable rate bonds.
On July 16, 2001, the Company completed the acquisition of Symphony. Symphony is
an institutional investment manager based in San Francisco. As a result of the
acquisition, the Company's product offerings have expanded to include
alternative investments for
institutional investors designed to reduce risk through market neutral and other
strategies in several equity and fixed-income asset classes. Symphony managed
approximately $4.1 billion in institutional assets at the acquisition date.
The Company was incorporated in the State of Delaware on March 23, 1992, as a
wholly-owned subsidiary of The St. Paul Companies, Inc. ("St. Paul"). John
Nuveen & Co., the predecessor of the Company, had been a wholly owned subsidiary
of St. Paul since 1974. During 1992, St. Paul sold a portion of its ownership
interest in the Company through a public offering. As of the date of this
report, St. Paul owns approximately 77% of the outstanding voting securities of
the Company.
The following series of tables, including Gross Sales of Investment Products,
Net Flows, and Net Assets Under Management provide data which should be helpful
in understanding the Company's investment products and should be referred to
while reading the separate product discussions which follow the tables.
GROSS SALES OF INVESTMENT PRODUCTS
The following table summarizes gross sales for the Company's products for the
past three years, including managed assets and defined portfolios:
<Table>
<Caption>
GROSS SALES OF INVESTMENT PRODUCTS
(IN THOUSANDS)
-----------------------------------------
2001 2000 1999
-----------------------------------------
Managed Accounts:
Retail $ 6,882,639 $ 4,943,357 $ 6,486,652
Institutional 687,078 750,191 614,399
-----------------------------------------
Total 7,569,717 5,693,548 7,101,051
Mutual Funds:
Municipal 982,323 532,890 1,081,513
Equity and Income 252,778 489,571 453,141
Alternative Investment 10,600 - -
-----------------------------------------
Total 1,245,701 1,022,461 1,534,654
Exchange-Traded Funds:
Common 2,763,778 - 1,288,243
Preferred 1,173,606 45,364 1,482,085
-----------------------------------------
Total 3,937,384 45,364 2,770,328
-----------------------------------------
Total Managed Assets 12,752,802 6,761,373 11,406,033
Defined Portfolios:
Primary - Municipal 578,086 541,982 512,198
Primary - Equity and Taxable Fixed-Income 742,347 3,357,844 2,027,702
Secondary 160,607 147,217 119,928
-----------------------------------------
Total Defined Portfolio Sales 1,481,040 4,047,043 2,659,828
-----------------------------------------
Total Sales $14,233,842 $10,808,416 $14,065,861
=========================================
</Table>
NET FLOWS OF INVESTMENT PRODUCTS
The following table summarizes net flows (equal to sales, reinvestments and
exchanges less redemptions) for the Company's products for the past three years:
NET FLOWS
(IN THOUSANDS)
<Table>
<Caption>
Year Ended December 31,
-------------------------------------------
2001 2000 1999
-------------------------------------------
Managed Accounts:
Retail $ 3,127,157 $ 1,334,978 $3,736,728
Institutional (1,070,021) (407,613) 128,647
-------------------------------------------
Total 2,057,136 927,365 3,865,375
Mutual Funds:
Municipal 432,443 (477,906) 12,107
Equity and Income (45,704) 196,188 265,895
Alternative Investment (139,400) -- --
-------------------------------------------
Total 247,339 (281,718) 278,002
Exchange-Traded Funds 3,954,632 55,952 2,841,907
-------------------------------------------
Total Managed Assets 6,259,107 701,599 6,985,284
Defined Portfolios 1,481,040 4,047,043 2,659,828
-------------------------------------------
Total $ 7,740,147 $4,748,642 $9,645,112
===========================================
</Table>
The following table shows net assets managed by the Company at December 31
for each of the past three years. Defined portfolio assets under surveillance
are not included in net assets under management since the portfolios are not
actively managed and generally generate up-front distribution revenues rather
than ongoing advisory fees.
NET ASSETS UNDER MANAGEMENT
(IN MILLIONS)
<Table>
<Caption>
December 31,
------------------------------------------
2001 2000 1999
------------------------------------------
Managed Accounts:
Retail $18,959 $18,553 $17,180
Institutional 5,712 3,146 3,715
------------------------------------------
Total 24,671 21,699 20,895
Mutual Funds:
Municipal 9,834 9,446 9,493
Equity and Income 1,763 2,039 1,913
Alternative Investment 217 - -
------------------------------------------
Total 11,814 11,485 11,406
Money Market Funds - 472 637
------------------------------------------
Exchange-Traded Funds 32,000 28,355 26,846
------------------------------------------
==========================================
Total Managed Assets 68,485 $62,011 $59,784
==========================================
</Table>
PRODUCT DISCUSSIONS
MANAGED ASSETS
OVERVIEW
As of December 31, 2001, the Company offered 39 equity, balanced, taxable
fixed-income, senior loan and municipal mutual funds. These funds are actively
managed and continuously offered to sell their shares at prices based on the
daily net asset values of their portfolios. Daily redemption at net asset value
is offered by 38 of the funds, with one (organized as a closed-end
"interval" fund) offering quarterly redemption. The investment objectives and
asset mixes of the mutual funds vary; however, most are managed with a view
towards reduced risk and tax efficient results for the investor.
The Company offers 30 national and state-specific municipal mutual funds that
invest substantially all of their assets in diversified portfolios of
limited-term, intermediate-term or long-term municipal bonds. During 2000, the
Company merged the Nuveen Flagship Intermediate Municipal Bond Fund into the
Nuveen Municipal Bond Fund and changed the name of the fund to the Nuveen
Intermediate Duration Municipal Bond Fund.
The Company offers 8 mutual funds that invest exclusively in U.S. equities,
international equities, or taxable fixed-income securities, or in portfolios
combining equity with taxable fixed-income or municipal securities.
During 1999, the Company launched the Nuveen Floating Rate Fund, an interval
fund that invests in senior secured floating and adjustable rate loans made by
commercial banks, investment banks, finance companies and other lenders to
commercial and industrial borrowers.
The Company sponsors 81 exchange-traded funds that are actively managed. Of
these funds, 79 funds invest exclusively in municipal securities while one of
the remaining two funds invests in senior loans and the other invests in real
estate. These funds do not continually offer to sell and redeem their shares.
Rather, daily liquidity is provided by the ability to trade the shares of these
funds on the New York or American Stock Exchanges, at prices that may be above
or below the shares' net asset values. The municipal exchange-traded funds
include insured and uninsured national and single-state funds. Most of the
exchange-traded funds have a "leveraged" capital structure; these funds raised
assets through the issuance of both common and preferred stock offerings. The
dividends paid to preferred shareholders are based on short-term tax-free
interest rates, while the proceeds from the issuance of preferred shares are
invested by the funds in longer-term municipal securities. If the preferred
stock dividend rate were to exceed the net rate of return earned by a fund's
investment portfolio for an extended period, the exchange-traded fund's Board
of Directors may consider redeeming the outstanding preferred stock. In
addition, the Fund Board may consider converting a fund from its
exchange-traded status into an open-end fund if the fund persistently trades
on the stock exchange at deep discounts to its net asset value per share.
Either of these situations may negatively affect total assets under management.
During 2001, the 21 new exchange-traded funds issued $1,174 million in
preferred stock.
While most of the exchange-traded funds have perpetual lives, five funds
(referred to as portfolios) representing approximately $833 million in assets
have a finite life and provide for a liquidating distribution of assets to
investors upon reaching fixed termination dates, beginning in the year 2017.
The relative attractiveness of the Company's mutual funds and exchange-traded
funds to investors depends upon many factors, including current and expected
market conditions, the performance histories of the funds, their current yields
and the availability of viable alternatives.
The Company, through its Rittenhouse, NAM, and Symphony subsidiaries, provides
private account investment management services for individuals and
institutions. The Company refers to these products as managed accounts. At
December 31, 2001, Rittenhouse, NAM, and Symphony managed 70%, 16%, and 14% of
these assets, respectively.
Rittenhouse follows a core growth stock strategy that centers generally on
identifying large capitalization companies that are financially strong, are
global leaders in their industries and generally have demonstrated consistent
and predictable above-average long-term growth in earnings and, if applicable,
in dividends. NAM concentrates primarily on the research, selection, and
management of municipal bond portfolios. Symphony manages institutional accounts
designed to reduce risk through market-neutral and other strategies in several
equity and fixed-income asset classes. Rittenhouse manages accounts on both a
discretionary and non-discretionary basis, while NAM and Symphony accounts are
managed on a discretionary basis.
The assets under management of mutual funds, exchange-traded funds and managed
accounts are affected by changes in the market values of these assets. Changing
market conditions may cause positive or negative shifts in valuation, and
subsequently in the advisory fees earned from these assets.
Due to the non-strategic nature of our money market funds, the Company decided
to close all of the money market funds effective August 24, 2001. This is not
expected to have a material effect on our business, as the Money Market Fund
assets under management were relatively immaterial.
ADVISORY FEES
NAC, NIAC, NSLAM, NAM, Rittenhouse, and Symphony provide investment management
services to the funds, accounts and portfolios pursuant to investment management
agreements. With respect to mutual funds, the Company receives fees based either
on each fund's average daily net assets or on a combination of the average daily
net assets and gross interest income. With respect to managed accounts,
Rittenhouse, NAM, and Symphony generally receive fees, on a quarterly basis,
based on the value of the assets managed on a particular date, such as the last
calendar day of a quarter, or on the average asset value for the period.
Symphony also receives incentive fees earned on certain institutional accounts
based on the performance of the accounts.
Institutional Capital Corporation ("ICAP") and Columbus Circle Investors ("CCI")
perform portfolio management services on behalf of six of the equity mutual
funds pursuant to sub-advisory agreements with NIAC. Security Capital ("SC")
performs portfolio management services for our real estate based exchange-traded
fund pursuant to a sub-advisory agreement with NIAC. Rittenhouse, a subsidiary
of the Company, performs portfolio management services for one of the equity
mutual funds pursuant to a sub-advisory agreement with NIAC.
Advisory fees earned on managed assets for each of the past three years are
shown in the following table:
MANAGED ASSETS - INVESTMENT ADVISORY FEES
(IN THOUSANDS)
Year Ended December 31,
-------------------------------------
2001 2000 1999
-------------------------------------
Managed Accounts advisory
fees $97,956 $93,532 $81,627
Mutual fund advisory fees 58,677 57,380 59,768
Less: reimbursed expenses (1,662) (3,959) (2,658)
-------------------------------------
Net advisory fees 57,015 53,421 57,110
Money market fund advisory
fees 1,203 2,306 3,091
Less: reimbursed expenses (129) (1,010) (740)
-------------------------------------
Net advisory fees 1,074 1,296 2,351
Exchange-traded fund
advisory fees 174,543 162,826 161,112
-------------------------------------
Total $330,588 $311,075 $302,200
=====================================
The Company's advisory fee schedules currently provide for maximum annual fees
ranging from .45% to .60% in the case of the municipal mutual funds and .60% to
1.1% in the case of the equity and taxable income mutual funds. Maximum fees in
the case of the exchange-traded funds currently range from .35% to .90% of total
net assets, except with respect to the five finite-life portfolios. The
investment management agreements for the finite-life portfolios provide for
annual advisory fees ranging from .25% to .30%. Additionally, for the three
Dividend Advantage Municipal funds offered in 1999, the twenty Dividend
Advantage Municipal funds offered in 2001 and the real estate (REIT-based) fund
offered in 2001, the investment management agreement specifies that for the
first five years the Company will waive management fees or reimburse other
expenses in an amount equal to .30% so that the total net management fees do not
exceed .35% of total fund net assets for the municipal funds (including
preferred share assets) and .60% of total fund net assets for the REIT fund. In
each case, the management fee schedules provide for reductions in the fee rate
at increased asset levels. For the separately managed accounts, fees are
negotiated and are based primarily on asset size, portfolio complexity and
individual needs. These fees can range from .15% to 1.00% of net asset value
annually.
The Company, through its Symphony subsidiary, earns performance fees for
performance above specifically defined benchmarks. These fees are recognized
only at the performance measurement date contained in the individual account
management agreement. Approximately 80% of the measurement dates fall in the
second half of the year.
The Company pays ICAP, CCI and SC a portfolio advisory fee for sub-advisory
services. The ICAP sub-advisory fee is based on the aggregate amount of
average daily net assets in the four funds they sub-advise plus a supplemental
fee for the assets they manage in the Nuveen European Value Fund. The CCI and
SC sub-advisory fee is based on the aggregate amount of average daily net
assets in the funds they sub-advise. The fee schedules provide for rate
declines when specified asset levels are reached.
INVESTMENT MANAGEMENT AGREEMENTS
Each managed fund has entered into an investment management agreement with NAC,
NIAC or NSLAM (each, an "Adviser"). Although the specific terms of each
agreement vary, the basic terms are similar. Pursuant to the agreements, the
Adviser provides overall management services to each of the funds, subject to
the supervision of each fund's Board of Directors and in accordance with each
fund's investment objectives and policies. The investment management agreements
are approved initially by fund shareholders and their continuance must be
approved annually by the directors of the respective funds, including a majority
of the directors who are not "interested persons" of the Adviser, as defined in
the Investment Company Act of 1940. Amendments to such agreements typically must
be approved by fund shareholders. Each agreement may be terminated without
penalty by either party upon 60 days written notice, and terminates
automatically upon its assignment (as defined in the Investment Company Act of
1940). Such an "assignment" will take place in the event of a change in control
of the Adviser. Under the Investment Company Act of 1940, a change in control of
the Adviser would be deemed to occur in the event of certain changes in the
ownership of the Company's voting stock. The termination of all or a portion of
the investment management agreements, for any reason, could have a material
adverse effect on the Company's business and results of operations.
Each fund bears all expenses associated with its operations, including the costs
associated with the issuance and redemption of securities, where applicable. The
fund does not bear compensation expenses of directors and officers of the fund
who are employed by the Company or its subsidiaries. Some investment management
agreements provide that, to the extent certain enumerated expenses exceed a
specified percentage of a fund's or a portfolio's average net assets for a given
year, the Adviser will absorb such excess through a reduction in the management
fee and, if necessary, pay such expenses so that the year-to-date net expense
will not exceed the specified percentage. In addition, the Company may
voluntarily waive all or a portion of its advisory fee from a fund, and/or
reimburse expenses, for competitive reasons. Reimbursed expenses for mutual
funds and money market funds, including voluntary waivers, totaled $1.5 million
during the year ended December 31, 2001. The Company expects to continue
voluntary waivers in order to keep their products competitive. The amount of
such waivers may be more or less than historical amounts.
Services provided by Rittenhouse, NAM, and Symphony to each of the individual
accounts are also governed by management contracts, which are customized to
suit a particular account. A majority of these contracts and of Rittenhouse and
NAM's assets under management involve investment management services provided
to clients who are participants in "wrap-fee" programs sponsored by
unaffiliated investment advisers or broker/dealers. Such agreements, and the
other investment agreements to which Rittenhouse and NAM are parties, generally
provide that they are terminable without penalty upon written notice by either
party within any specified period. Under the provisions of the Investment
Advisers Act of 1940 such investment management agreements may not be assigned
to another manager without the client's consent. The term "assignment" is
broadly defined under this Act to include any direct or indirect transfer of
the contract or of a controlling block of the adviser's stock by a security
holder.
PORTFOLIO MANAGEMENT AND RESEARCH
Each Adviser is responsible for the execution of the investment policies of the
various funds or managed accounts it advises. Investment decisions for each fund
or account are made by the portfolio manager responsible for the fund or managed
account. The Company has traditionally had a very low employment turnover rate
for its portfolio managers. The majority of the Company's portfolio managers, as
well as those employed by the sub-advisers, have devoted most of their
professional careers to the analysis, selection and surveillance of the types of
securities held in the funds or accounts they manage.
OVERVIEW OF DISTRIBUTION AND RELATIONSHIPS WITH DISTRIBUTORS
Comments in this distribution overview section apply not only to managed assets
but also to defined portfolios. This information will not be repeated and should
be kept in mind while reading the defined portfolio discussion.
The Company distributes its investment products and services, including mutual
funds, exchange-traded funds, separately managed accounts and defined
portfolios, through registered representatives associated with unaffiliated
national and regional broker/dealers, commercial banks and thrifts,
broker/dealer affiliates of insurance agencies and independent insurance
dealers, financial planners, accountants, and tax consultants (retail
distribution firms). The Company provides investment products and services
directly to the institutional market. The Company's distribution strategy is to
maximize the liquidity and distribution potential of its investment products by
maintaining strong relationships with a broad array of registered
representatives. The Company has well-established relationships with registered
representatives in retail distribution firms throughout the country. These
registered representatives participate to varying degrees in the Company's
marketing programs, depending upon: their interests in distributing investments
provided by the Company; their perceptions of the relative attractiveness of the
Company's managed funds, managed accounts and defined portfolios; the profiles
of their customers and their clients' needs; and the conditions prevalent in
financial markets. Registered representatives may reduce or eliminate their
involvement in marketing the Company's products at any time, or may elect to
emphasize the investment products of competing sponsors, or the proprietary
products of their own firms. Registered representatives may receive compensation
incentives to sell their firm's investment products or may choose to recommend
to their customers investment products sponsored by firms other than the
Company. This decision may be based on such considerations as investment
performance, types and amount of distribution compensation, sales assistance and
administrative service payments and level and quality of customer service. In
addition, a registered representative's ability to distribute the Company's
mutual funds is subject to the continuation of a selling agreement between the
firm with which the representative is affiliated and the Company. A selling
agreement does not obligate the retail distribution firm to sell any specific
amount of products and is typically terminable by either party upon 60 days
notice. Redeemable managed assets held in accounts at Merrill Lynch produced 14%
of consolidated operating revenue in 2001.
The Company employs sales professionals and internal sales assistants who work
closely with individual registered representatives to help them develop their
businesses. The Company's sales professionals regularly visit the firms who
distribute the Company's products to provide product information, explain new
products, services and programs as well as discuss ideas in response to
particular investor needs.
DISTRIBUTION REVENUE
All of the Company's mutual funds have adopted a Flexible Sales Charge Program
which provides investors with alternative ways of purchasing fund shares based
upon their individual needs and preferences.
Class A shares may be purchased at a price equal to the fund's net asset value
plus an up-front sales charge ranging from 2.5% of the public offering price for
limited-term municipal funds to 5.75% for equity. At the maximum sales charge
level, approximately 90% to 95% of the sales charge is typically reallowed as
concessions to retail distribution firms. From time to time, the Company may
reallow all of the sales charge to retail distribution firms or waive the sales
charge and advance a sales commission to such firms in connection with marketing
programs or special promotions. Additionally, purchases of Class A shares which
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 .75% to 1%
for shares redeemed within 18 months. In order to compensate retail distribution
firms for Class A share sales which are $1 million or greater, the Company
advances a sales commission ranging from .50% to 1% at the time of sale. Class A
shares are also subject to an annual Rule 12b-1 service fee of between .20% and
.25% of assets, which is used to compensate securities dealers for providing
ongoing financial advice and other services to investors. Class B shares may be
purchased at a price equal to the fund's net asset value without an up-front
sales charge. Class B shares are subject to an annual Rule 12b-1 distribution
fee of 75% of assets to compensate the Company for costs incurred in connection
with the sale of such shares, an annual Rule 12b-1 service fee of between .20%
and .25% of assets for the ongoing
services of securities dealers and a CDSC, which declines from 5% to 1%, for
shares redeemed within a period of 5 or 6 years. The Company compensates retail
distribution firms for sales of Class B shares at the time of sale at the rate
of 4% of the amount of Class B shares sold, which represents a sales commission
plus an advance of the first year's annual Rule 12b-1 service fee. Class B
shares convert to Class A shares after they are held for eight years.
Class C shares may be purchased without an up-front sales charge at a price
equal to the fund's net asset value. However, these shares are subject to an
annual Rule 12b-1 distribution fee of .55% to .75% of assets designed to
compensate securities dealers over time for the sale of the fund shares, an
annual Rule 12b-1 service fee of between .20% and .25% of assets used to
compensate securities dealers for providing continuing financial advice and
other services and a 1% CDSC for shares redeemed within 12 months of purchase.
In addition, the Company advances a 1% sales commission to retail distribution
firms at the time of sale and in return, receives the first year's Rule 12b-1
distribution fee and Rule 12b-1 service fee.
Class R shares are available for purchase at a price equal to the fund's net
asset value with no ongoing fees or CDSCs. These shares are available primarily
to clients of fee-based advisers, wrap programs and others under certain limited
circumstances.
The markets for mutual funds are highly competitive, with many participating
sponsors. Based upon the information available, the Company believes that it
held less than a 5% share of the market with respect to net sales of mutual
funds and money market funds in each of the last three years.
Common shares of the exchange-traded funds are initially sold to the public in
offerings that are underwritten by a syndication group. During the year ended
December 31, 2001, there were 21 new offerings issued.
Sales of managed accounts do not impact the Company's distribution revenue since
there are no transaction-based revenues associated with these products.
DEFINED PORTFOLIOS
OVERVIEW
The Company is a major sponsor of defined portfolios. Each defined portfolio
consists of a fixed portfolio of securities selected and purchased by the
Company and deposited in a trust. The trustee of the portfolio is not affiliated
with the Company. Units of undivided beneficial interest on the portfolio are
sold to investors at a price equal to the per unit market price of the
securities deposited in the trust plus a sales charge. Defined portfolios are
not actively managed after the initial deposit. However, certain equity and
taxable fixed-income portfolios may add securities in proportionate amounts of
the same securities already held in order to accommodate additional inflows. New
securities are not added to municipal defined portfolios after the date of
deposit, and may be exchanged or substituted only under extremely limited
circumstances. Securities from the portfolios can only be sold pursuant to the
Company's monitoring program or for the purpose of raising cash to pay for units
that have been redeemed. The proceeds of any security sales must be distributed
to unit holders.
The Company created and introduced its first municipal bond defined portfolio in
1961, and now sponsors nationally diversified and single-state portfolios,
uninsured portfolios, portfolios whose bonds are insured by a third party, and
portfolios of varying average maturities. At December 31, 2001, the Company had
2,338 municipal trusts outstanding with an aggregate market value of $6.6
billion.
In May of 1997, the Company expanded its defined portfolio product line to
include equity and taxable fixed-income defined portfolios. The Company
presently offers portfolios that invest in a wide range of equity sector, index,
thematic, and strategy portfolios as well as corporate debt and treasury
securities. The corporate debt trusts invest in a portfolio consisting primarily
of investment grade corporate debt obligations and zero coupon U.S. Treasury
Obligations. The treasury trusts invest in a laddered portfolio of short and
intermediate-
term U.S. Treasury Obligations. At December 31, 2001, the Company had
approximately 191 equity and taxable fixed-income trusts outstanding with an
aggregate market value of $1.8 billion.
In January of 2002, the Company announced its intention to stop depositing
continuously offered equity and fixed-income defined portfolios by the end of
the first quarter in 2002. The primary reason for the change is the continued
migration of customers to fee-based services away from commission-based
products such as defined portfolios.
DISTRIBUTION REVENUE
Units of the Company's defined portfolios are sold to the public through
financial advisors. For these sales, the Company earns a sales charge based on
the public offering price of the units sold. The Company's distribution
revenues include the sales charge, less an applicable concession to the
distributor firm through which the units were placed. For certain equity
trusts, the Company receives a deferred sales charge over a period of months
following the initial sale date.
The typical sales charge for defined portfolios ranges from 3.30% to 5.95% of
the public offering price (3.41% to 6.33% of the net amount invested), with
reduced sales charges at various sales breakpoints. At the maximum sales charge
level, the dealer concession ranges from 2.10% to 4.63% of the amount invested.
The Company maintains a secondary market for some of the defined portfolios it
sponsors. For transactions in the secondary market, the Company earns a sales
charge less a concession reallowed to dealers. The Company, like any other
unitholder, can also tender units it holds to the defined portfolio trustee for
redemption at their redemption value. The sales charges for fixed income defined
portfolios in the secondary market are established based on the number of years
remaining to maturity for each bond in the defined portfolio.
The following table shows the Company's defined portfolio distribution revenues
during each of the last three years:
DEFINED PORTFOLIO DISTRIBUTION REVENUES
(IN THOUSANDS)
Year Ended December 31,
--------------------------------------
2001 2000 1999
--------------------------------------
Distribution Revenues:
Primary - Municipal $ 9,118 $ 8,226 $ 6,800
Primary - Equity and Income 1,477 23,822 14,491
Secondary 2,506 1,226 1,554
--------------------------------------
Total $13,101 $33,274 $22,845
======================================
The Company also realizes profits or incurs losses when the market price of
securities deposited in a trust exceeds or is less than the original cost of
the securities. After the date of deposit, the Company is the holder of all
units of the particular trust series and will realize profit or incur loss
depending on whether the public offering price increases or decreases before
the units are sold. The Company attempts to manage its exposure to interest
rate fluctuations on the securities held for deposit and on defined portfolio
inventory by, among other practices, coordinating inventory levels to the rate
of sale of various types of trusts and hedging through the use of futures
contracts.
The market for the sale of defined portfolios is relatively concentrated, with
only a few sponsors accounting for a majority of total sales. Based upon the
information available, the Company believes that through current year sales, it
continues to occupy a substantial share of the municipal defined portfolio
market. The Company entered the equity and taxable fixed-income defined
portfolio market in 1997. Consistent with 2000, the Company's equity and taxable
fixed-income market share remains constant at 5% in 2001.
INVESTMENT BANKING
Prior to the sale of the investment banking business in September of 1999,
Nuveen Investments underwrote and distributed municipal and corporate bonds,
traded bonds in the secondary market and served as remarketing agent for
variable rate bonds. The majority of the underwritings were for government and
not-for-profit entities and substantially all of its sales were to institutional
investors including casualty insurance companies, managed municipal bond funds,
sponsors of defined portfolios (including the Company), bank portfolios, trust
departments and other dealers. In addition, the investment banking business did,
on occasion, act as financial adviser and/or broker to municipal or other
not-for-profit issuers with respect to transactions in interest rate swaps,
forward transactions or other investment agreements.
The principal sources of revenue for the investment banking business included
underwriting revenues and management fees derived from negotiated and
competitive bond underwritings, financial advisory fees, remarketing agent fees,
and profits from other principal transactions including secondary market trading
and furnishing investment securities to investment banking clients incidental to
their bond financing transactions.
The following table shows net underwriting revenues, financial advisory fees and
remarketing fees for each of the last three years:
INVESTMENT BANKING REVENUES
(IN THOUSANDS)
Year Ended December 31,
-----------------------
2001 2000 1999
-----------------------
Net Underwriting Revenues $-- $-- $3,563
Merger and Acquisition and Other Financial Advisory Fees -- -- 1,632
Remarketing Fees -- -- 1,018
-----------------------
Total $-- $-- $6,213
=======================
Note: Investment banking business was sold September 17, 1999
GENERAL BUSINESS DISCUSSIONS
ADVERTISING AND PROMOTION
The Company provides individual registered representatives with daily prices,
weekly, monthly and quarterly sales bulletins, monthly product statistical and
performance updates, product education programs, product training seminars, and
promotional programs coordinated with its advertising campaigns. In addition,
the Company regularly coordinates its marketing and promotional efforts with
individual registered representatives. The Company also augments its marketing
efforts through magazine, newspaper and
television advertising, targeted direct mail and telemarketing sales programs
and sponsorship of certain sports and civic activities.
INVENTORY POSITIONS
The Company regularly purchases and holds for resale municipal securities and
defined portfolio units. Inventory positions are recorded at market value and
unrealized gains and losses are reported in the Company's operating results.
The level of inventory maintained by the Company will fluctuate daily and is
dependent upon the need to maintain municipal inventory for future defined
portfolios, and the need to maintain defined portfolio inventory to support
ongoing sales.
The market value of the Company's inventory at December 31 for each of the last
three years and the average daily inventory balances outstanding during each
year are set forth below:
INVENTORY
(IN THOUSANDS)
<Table>
<Caption>
Average Daily Inventory,
Inventory, at market value at par value
on December 31 for year ended December 31,
--------------------------- -------------------------------
2001 2000 1999 2001 2000 1999
--------------------------- -------------------------------
Defined Portfolios $15,901 $27,722 $44,263 $21,812 $31,369 $23,616
=========================== ===============================
Securities Held for:
Deposit in Defined
Portfolios $ 1,445 $ 818 $ 579 $ 1,132 $ 3,458 $ 3,086
Resale -- -- -- 3,774
--------------------------- -------------------------------
Total Securities Held $ 1,445 $ 818 $ 579 $ 1,132 $ 3,458 $ 6,860
=========================== ===============================
</Table>
EMPLOYEES
At December 31, 2001, the Company had 597 full-time employees. Employees are
compensated with a combination of salary, cash bonus and fringe benefits. In
addition, the Company has sought to retain its key and senior employees through
competitive compensation arrangements, which include equity-based incentive
awards.
COMPETITION
The Company is subject to substantial competition in all aspects of its
business. The registered representatives that distribute the Company's
investment products also distribute numerous competing products, often
including products sponsored by the retail distribution firms where they are
employed. There are relatively few barriers to entry for new investment
management firms. Investment products are sold to the public by broker/dealers,
banks, insurance companies and others, and many competing investment product
sponsors offer a broader array of investment products. Many of these
institutions have substantially greater resources than the Company. In
addition, rapid growth in internet-based investing and trading activity and
financial advisory services offered through electronic means is significantly
altering the landscape in which the Company's distributors compete and the
economics of many of the products and services they offer. The
effect that these continuing changes in the brokerage and investment management
industries will have on the Company and its competitors cannot be predicted. The
Company competes with other providers of products primarily on the basis of the
range of products offered, the investment performance of such products, quality
of service, fees charged, the level and type of broker compensation, the manner
in which such products are marketed and distributed, and the services provided
to registered representatives and investors.
REGULATORY
Nuveen Investments is registered as a broker/dealer under the Securities
Exchange Act of 1934 and is subject to regulation by the Securities and Exchange
Commission (the "Commission"), the NASD Regulation, Inc. and other federal and
state agencies and self-regulatory organizations. Nuveen Investments is subject
to the Commission's Uniform Net Capital Rule, designed to enforce minimum
standards regarding the general financial condition and liquidity of a
broker/dealer. Under certain circumstances, this rule may limit the ability of
the Company to make withdrawals of capital and receive dividends from Nuveen
Investments. Nuveen Investments regulatory net capital has consistently exceeded
such minimum net capital requirements. At December 31, 2001, Nuveen Investments
had aggregate net capital, as defined, of approximately $38.5 million, which
exceeded the regulatory minimum by approximately $34.7 million. The securities
industry is one of the most highly regulated in the United States, and failure
to comply with related laws and regulations can result in the revocation of
broker/dealer licenses, the imposition of censures or fines, and the suspension
or expulsion of a firm and/or its employees from the securities business.
Each Adviser is registered with the Commission under the Investment Advisers
Act. Each fund and defined portfolio is registered with the Commission under the
Investment Company Act. Each national 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 fund is qualified for sale (or not required to be
so qualified) in the state for which it is named and other designated states.
Virtually all aspects of the Company's investment management business are
subject to various federal and state laws and regulations. These laws and
regulations are primarily intended to benefit the investment product holder and
generally grant supervisory agencies and bodies broad administrative powers,
including the power to limit or restrict the Company from carrying on its
investment management business in the event that it fails to comply with such
laws and regulations. In such event, the possible sanctions, which may be
imposed, include the suspension of individual employees, limitations on the
Company's engaging in the investment management business for specified periods
of time, the revocation of the Advisers' registrations as investment advisers or
other censures and fines.
The Company's officers, directors, and employees may, from time to time, own
securities which are also held by one or more of the funds. The Company's
internal policies with respect to individual investments require prior
clearance of all transactions in exchange-traded fund securities and securities
of the Company. The Company also requires employees to report all securities
transactions, and restrict certain transactions so as to avoid the possibility
of conflicts of interest. Additionally, employees of Rittenhouse are subject to
their own internal policies with respect to the pre-clearance of the purchase
or sale of securities held in investor accounts.
ITEM 2. PROPERTIES
The Company conducts its principal operations through leased offices located at
its Chicago headquarters and in other United States cities. The Company leases
approximately 228,000 square feet of office space across the country.
Management believes that the Company's facilities are adequate to serve its
currently anticipated business needs.
ITEM 3. LEGAL PROCEEDINGS
As previously reported most recently in the Form 10-Q for September 30, 2001, a
lawsuit (Civil Action No. 97 C 5255) brought in June, 1996 by certain
shareholders is currently pending in federal district court for the Northern
District of Illinois against Nuveen Advisory. The suit was originally brought
against John Nuveen & Co. Incorporated, Nuveen Advisory, six Nuveen investment
companies (the "Funds") managed by Nuveen Advisory and two of the Funds' former
directors seeking unspecified damages, an injunction and other relief. The suit
also sought certification of a defendant class consisting of all Nuveen-managed
leveraged funds.
The complaint was filed on behalf of a purported class of present and former
shareholders of all Nuveen leveraged investment companies, including the Funds,
which allegedly engaged in certain practices that plaintiffs allege violated
provisions of the Investment Company Act of 1940 and common law. Plaintiffs
alleged, among other things, breaches of fiduciary duty and various
misrepresentations and omissions in disclosures in connection with the use and
maintenance of leverage through the issuance and periodic auctioning of
preferred stock and the payment of management and brokerage fees to Nuveen
Advisory and John Nuveen & Co. A similar complaint was filed by the Plaintiffs
at the same time against another major leveraged-fund sponsor and adviser. The
Plaintiffs filed a motion to certify a plaintiff class (which would include
current and former shareholders of all Nuveen leveraged closed-end funds).
On March 30, 1999, the court entered a memorandum opinion and order (1) granting
the Defendants' motion to dismiss all of Plaintiffs' counts against the
defendants other than Nuveen Advisory, (2) granting Nuveen Advisory's motion to
dismiss all of Plaintiffs' counts against it other than breach of fiduciary duty
under Section 36(b) of the Investment Company Act of 1940, and (3) denying the
Plaintiffs' motion to certify a plaintiff class and a defendant class. No appeal
was made by Plaintiffs of this decision, and the remaining Section 36(b) count
against Nuveen Advisory has proceeded through the discovery phase.
As to alleged damages, Plaintiffs claimed as damages the portion of all advisory
compensation received by Nuveen Advisory from the Funds during the period from
June 21, 1995 to the present that is equal to the proportion of each Fund's
preferred stock to its total assets. The preferred stock constitutes
approximately one third of the Funds' assets so the amount claimed would equal
approximately one third of management fees received by Nuveen Advisory for
managing the Funds during this period, or more than $60 million. Nuveen Advisory
believes that it has no liability and that Plaintiffs have suffered no damages
and filed a motion for summary judgement as to both liability and damages.
Plaintiffs filed a motion for partial summary judgement as to liability only. In
a memorandum opinion dated September 6, 2001, the court granted Nuveen
Advisory's motion for summary judgement, thereby terminating the litigation
before the court. Plaintiffs appealed this decision on October 8, 2001.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the quarter ended
December 31, 2001.
EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages and positions of the executive officers of the Company as of
December 31, 2001, are set forth below. Executive officers of the Company serve
at the discretion of the Board of Directors. Unless otherwise indicated in the
following descriptions, each of the following executive officers and other key
officers have held his or her current position with the Company or its
predecessor for more than the past five years.
<Table>
<Caption>
Executive Officers Age Principal Position
- ------------------ --- ------------------
Timothy R. Schwertfeger 52 Chairman, Chief Executive Officer and Director
John P. Amboian 40 President and Director
Allen Williamson 47 Group President, Nuveen Managed Assets
William Adams IV 46 Executive Vice President, Structured Investments
Alan G. Berkshire 41 Senior Vice President and General Counsel
Margaret E. Wilson 46 Senior Vice President, Finance
</Table>
All executive officers of the Company are elected for a one-year term. There are
no family relationships between any of the Registrant's executive officers, key
officers and directors, and there are no arrangements or understandings between
any of these executive officers and any other persons pursuant to which the
executive officer was selected.
Descriptions of the business experience for the past five years of Messrs.
Schwertfeger and Amboian appear on pages 6 and 7 of the Registrant's Proxy
Statement relating to the annual meeting of shareholders to be held on May 9,
2002 (the "2002 Proxy Statement") and are incorporated herein by reference.
Mr. Williamson has been Group President, Managed Assets since joining Nuveen
Investments in August of 2000. Prior thereto, Mr. Williamson served as Director
of Sales and Marketing for Merrill Lynch Client Advisory Services.
Mr. Adams has been Executive Vice President, Structured Investments since
December of 1999. Prior thereto, Mr. Adams was Vice President and Manager of
Nuveen Exchange Traded Funds and Defined Portfolio Manager effective September
1997 and Vice President and Manager, Corporate Marketing and Financial
Institution Group effective August 1994.
Mr. Berkshire has been Secretary of the Company since May 1998; Senior Vice
President, Investment Company Administration and General Counsel of the Company
since April 1999. He joined Nuveen Investments in September 1997 as Vice
President and General Counsel. Prior thereto he was a Partner at the law firm of
Kirkland & Ellis since October 1992.
Mrs. Wilson has been Senior Vice President, Finance since April of 1999. She
joined Nuveen Investments as Vice President and Controller in February 1998.
Prior thereto, Mrs. Wilson was Chief Financial Officer at Sara Lee Bakery, a
division of Sara Lee Corporation, from November 1996 until February 1998 and a
Controller with Kraft Foods from September 1991 until November 1996.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
At December 31, 2001, there were approximately 2,700 shareholders of record of
the Company's Class A common stock. Other information required by this item is
contained in footnote 10 on page 26 of the Registrant's 2001 Annual Report to
Shareholders (the "2001 Annual Report") and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The "Five Year Financial Summary" section on page 28 of the 2001 Annual Report
is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The "Management's Discussion and Analysis of Financial Condition and Results of
Operations" section on pages 7 through 12 of the 2001 Annual Report is
incorporated herein by reference.
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The "Market Risk" section on page 12 of the 2001 Annual Report is incorporated
herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data on pages 13 through 27 of the
2001 Annual Report are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The "Nominees for Directors" subsection and the "Nominees for Class B Directors"
subsection in the "Election of Directors" section on pages 6 through 7 of the
2002 Proxy Statement and the "Compliance with section 16(a) of the Securities
Exchange Act of 1934" subsection of the Beneficial Ownership of Common Stock"
section on pages 2-4 and 5 of the 2002 Proxy Statement, are incorporated herein
by reference. Information regarding the Registrant's executive officers is
included in this Part I of this report.
ITEM 11. EXECUTIVE COMPENSATION
The "Executive Compensation", "Retirement Plans" and "Employment Agreements"
sections on pages 10 through 14, and the "Compensation of Directors" subsection
in the "Election of Directors" section on page 9 of the 2002 Proxy Statement are
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The "Beneficial Ownership of the Company's Stock" section on pages 2 through 5
of the 2002 Proxy Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) FILED DOCUMENTS. The following documents are filed as part of this report:
Page
1. Financial Statements: Number
--------------------- ------
Consolidated Balance Sheets - December 31, 2001 and 2000 *
Consolidated Statements of Income - Years ended
December 31, 2001, 2000 and 1999 *
Consolidated Statements of Changes in Common Stockholders'
Equity - December 31, 2001, 2000 and 1999 *
Consolidated Statements of Cash Flows - Years ended
December 31, 2001, 2000 and 1999 *
Notes to Consolidated Financial Statements *
--------------------
* Incorporated by reference to the 2001 Annual Report, which, except
as specifically incorporated by reference in this Form 10-K, shall not
be deemed to be filed with the Commission.
2. Financial Statement Schedules: None
-------------------------------
All schedules are omitted because they are not required, are not applicable
or the information is otherwise shown in the financial statements or notes
thereto.
3. Exhibits:
---------
(a) See Exhibit Index on pages E-1 through E-6 hereof.
The management contracts and compensatory plans and arrangements have been
filed as Exhibits and are identified as such in the Exhibit Index which
follows.
(b) REPORTS ON FORM 8-K.
A report on Form 8-K was filed with the Securities and Exchange Commission
on June 15, 2001. Amendment No. 1 to this Form 8-K was filed on August 13,
2001. Amendment No. 2 to this Form 8-K was filed on August 15, 2001.
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on March 27, 2002.
THE JOHN NUVEEN COMPANY
By: /s/ Margaret E. Wilson
------------------------------
Margaret E. Wilson
Senior Vice President, Finance
Principal Financial and Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on March 27, 2002.
Signature Title
Chairman, Chief Executive Officer and
Director (Principal Executive Officer)
*
- ---------------------------
Timothy R. Schwertfeger
President, and
* Director
- ---------------------------
John P. Amboian
Director
*
- ---------------------------
Willard L. Boyd
Director
*
- ---------------------------
W. John Driscoll
* Director
- ----------------------------
Duane R. Kullberg
* Director
- ----------------------------
Douglas W. Leatherdale
* Director
- ----------------------------
Edward G. Pendergast
* Director
- ----------------------------
Jay S. Fishman
/s/ Margaret E. Wilson Senior Vice President, Finance
- ---------------------------- (Principal Financial and Accounting Officer)
Margaret E. Wilson
*By /s/ Alan G. Berkshire
-------------------------
Alan G. Berkshire
As Attorney-in-Fact for each
of the persons indicated
EXHIBIT INDEX
to
ANNUAL REPORT ON FORM 10-K
for the
FISCAL YEAR ENDED DECEMBER 31, 2001
Copies of the documents listed below which are identified with an asterisk (*)
have heretofore been filed with the Commission as exhibits to registration
statements or reports filed with the Commission and are incorporated herein by
reference and made a part hereof; the exhibit number and location of each
document so filed and incorporated herein by reference are set forth opposite
each such exhibit. Exhibits not so identified are filed herewith.
Page No. of
Exhibit in
Sequential
Exhibit Exhibit No. Numbering
Designation Exhibit and Location System
- ----------- ------- ------------ ------
* 3.1 Restated Certificate of Exhibit 3.1 to Registration
Incorporation of The John Nuveen Statement on Form S-1 filed on
Company April 2, 1992, File No.
33-46922 (the "S-1 Registration
Statement")
*3.1(a) Certificate of Designations, Exhibit 3.1(a) to the
Preferences and Rights of 5% Company's Form 10-Q for
Cumulative convertible Preferred quarter ended September
Stock of The John Nuveen Company 30, 2000 filed on
November 11, 2000 (the "2000
Third Quarter 10-Q")
* 3.2 Amended and Restated By-Laws of The Exhibit 3.2 to the Company's
John Nuveen Company Form 10-K for year ended
December 31, 1993 filed on
March 29, 1994 (the "1993 Form
10-K")
*+10.1 Nuveen 1992 Special Incentive Plan Exhibit 10.1 to Company's Form
10-K for the year ended
December 31, 1992 filed on
March 30, 1993 (the "1992 Form
10-K")
*+10.1(b) Amended and Restated Nuveen 1996 Exhibit A to Company's Schedule
Equity Incentive Award Plan 14A, Definitive Proxy Statement
filed on March 31, 1999
E-1
Page No. of
Exhibit in
Sequential
Exhibit Exhibit No. Numbering
Designation Exhibit and Location System
- ----------- ------- ------------ ------
+10.1(c) Second Amendment and Restatement of
The John Nuveen Company 1996 Equity --
Incentive Award Plan
*+10.2 Description of Terms of Letter of Exhibit 10.2(f) to the
Employment with Allen J. Williamson Company's Form 10-K for year
ended December 31, 2000
*+10.3 Nuveen 1999 Executive Officer Exhibit 10.3(b) to the
Performance Plan Company's 1999 Form 10-K
+10.3(a) Nuveen 2002 Executive Officer --
Performance Plan
*+10.4 Amended and Restated Profit Sharing Exhibit 10.4 to the Company's
Plan 1996 Form 10-K
*+10.4(a) Amended and Restated Rittenhouse Exhibit 10.4(a) to the
Financial Services, Inc. 1997 Equity Company's 1998 Form 10-K
Incentive Award Plan
+10.5 Nuveen Investments Employees'
Retirement Plan, as amended and --
restated effective January 1, 1997
*+10.6 Excess Benefit Retirement Plan Exhibit 10.6 to the S-1
Registration Statement
*+10.7(a) The John Nuveen Company Deferred Exhibit 10.7(a) to the
Bonus Plan Company's 1999 Form 10-K
*10.8(c) Lease dated January 22, 1998 between Exhibit 10.8(c) to the
Overseas Partners (333), Inc. and Company's 1998 Form 10-K
John Nuveen & Co. Incorporated
10.9 Form of Investment Management
Agreement and Expense Reimbursement --
Agreement between Nuveen Advisory
Corp. and each Nuveen Closed-End
Fund managed by Nuveen Advisory Corp.
E-2
Page No. of
Exhibit in
Sequential
Exhibit Exhibit No. Numbering
Designation Exhibit and Location System
- ----------- ------- ------------ ------
10.9(a) Form of Investment Management
Agreement between Nuveen Advisory --
Corp. and each Nuveen Open-End
Municipal Fund managed by Nuveen
Advisory Corp.
10.9(b) Form of Annual Renewal of Investment
Management Agreement between Nuveen --
Advisory Corp. and Nuveen
Closed/Open-End Municipal Fund
managed by Nuveen Advisory Corp.
10.10 Investment Management Agreement
between Nuveen Institutional --
Advisory Corp. and each Nuveen
Select Tax-Free Income Portfolio
10.10(a) Form of Annual Renewal of Investment
Management Agreement between Nuveen --
Institutional Advisory Corp. and
each Nuveen Select Tax-Free Income
Portfolio
10.11 Investment Management Agreement
between Nuveen Investment Trust and --
Nuveen Institutional Advisory Corp.
10.11(a) Form of Annual Renewal of Investment
Management Agreement between Nuveen --
Investment Trust and Nuveen
Institutional Advisory Corp.
10.11(b) Investment Sub-Advisory Agreement
between Nuveen Institutional Advisory --
Corp. and Institutional Capital Corp.
E-3
Page No. of
Exhibit in
Sequential
Exhibit Exhibit No. Numbering
Designation Exhibit and Location System
- ----------- ------- ------------ ------
10.11(c) Addendum to Investment Sub-Advisory
Agreement between Nuveen --
Institutional Advisory Corp. and
Institutional Capital Corp.
10.11(d) Form of Notice of Continuance of
Investment Sub-Advisory Agreement --
between Nuveen Institutional Advisory
Corp. and Institutional Capital
Corporation
10.12 Investment Management Agreement --
between Nuveen Investment Trust II and
Nuveen Institutional Advisory Corp.
10.12(a) Form of Annual Renewal of Investment --
Management Agreement between Nuveen
Investment Trust II and Nuveen
Institutional Advisory Corp.
*10.12(b) Investment Sub-Advisory Agreement Exhibit 10.10 (d)(i) to the
between Columbus Circle Investors LLC Company's 1999 Form 10-K
and Nuveen Institutional Advisory Corp.
10.12(c) Form of Notice of Continuance of --
Investment Sub-Advisory Agreement
between Columbus Circle Investors LLC
and Nuveen Institutional Advisory Corp.
10.13 Investment Management Agreement --
between Nuveen Investment Trust III
and Nuveen Institutional Advisory Corp.
10.13(a) Form of Annual Renewal of Investment --
Management Agreement between Nuveen
Investment Trust III and Nuveen
Institutional Advisory Corp.
E-4
Page No. of
Exhibit in
Sequential
Exhibit Exhibit No. Numbering
Designation Exhibit and Location System
- ----------- ------- ------------ ----------
*10.14 Investment Management Agreement Exhibit 10.10(g) to the
between Nuveen Senior Income Fund, Company's 1999 Form 10-K
Nuveen Floating Rate Fund and Nuveen
Senior Loan Asset Management Inc.
10.14(a) Form of Annual Renewal of Investment --
Management Agreement between Nuveen
Senior Income Fund, Nuveen Floating
Rate Fund and Nuveen Senior Loan
Asset Management Inc.
10.15 Investment Management Agreement and --
Expense Reimbursement Agreement
between Nuveen Real Estate Income Fund
and Nuveen Institutional Advisory Corp.
10.15(a) Investment Sub-Advisory Agreement --
between Nuveen Institutional Advisory
Corp. and Security Capital Research &
Management Incorporated
*10.16 Registration Rights Agreement between Exhibit 10.13 to the Company's
The John Nuveen Company and The St. 1992 Form 10-K
Paul Companies, Inc.
*10.17 Indemnity Agreement between The St. Exhibit 10.14 to the Company's
Paul Companies, Inc. and The John 1992 Form 10-K
Nuveen Company
*10.18 Three year Revolving Credit Agreement Exhibit 10.20 to the Company's
between The John Nuveen Company, 2000 Third Quarter 10-Q
Nuveen Investments and Bank of
America, N.A., et. al.
*10.19 364 Day Revolving Credit Agreement Exhibit 10.21 to the Company's
between The John Nuveen Company, 2000 Third Quarter 10-Q
Nuveen Investments and Bank of
America, N.A., et. al.
E-5
Page No. of
Exhibit in
Sequential
Exhibit Exhibit No. Numbering
Designation Exhibit and Location System
- ----------- ------- ------------ ----------
*10.20 Acquisition Agreement, dated as of Exhibit 2.1 to the Company's
June 15, 2001, by and among The John 8-K filed on June 20, 2001
Nuveen 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
13 Annual Report to Shareholders for the --
fiscal year ended December 31, 2001
21 List of Subsidiaries of The John --
Nuveen Company
23 Consent of Independent Auditors --
24.1 Powers of Attorney --
* Previously filed; incorporated herein by reference.
+ Management contracts and compensatory plans and arrangements.
E-6