Exhibit 10.7


 


Schedules


 


	
  Schedule 1.01(a)

  	
  —

  	
  Subsidiary Guarantors

  
	
  Schedule 1.01(b)

  	
  —

  	
  Immaterial Subsidiaries

  
	
  Schedule 2.01

  	
  —

  	
  Lenders and Commitments

  
	
  Schedule 3.04

  	
  —

  	
  Governmental Consents

  
	
  Schedule 3.08

  	
  —

  	
  Subsidiaries

  
	
  Schedule 3.09

  	
  —

  	
  Litigation

  
	
  Schedule 3.14

  	
  —

  	
  Pension Plans

  
	
  Schedule 3.15

  	
  —

  	
  Environmental Matters

  
	
  Schedule 3.17

  	
  —

  	
  Labor Matters

  
	
  Schedule 3.19

  	
  —

  	
  Intellectual Property

  
	
  Schedule 6.01

  	
  —

  	
  Existing Indebtedness

  
	
  Schedule 6.02

  	
  —

  	
  Existing Liens

  



 

















 


Schedule 1.01(a)


 


Subsidiary Guarantors


 


Nuveen Asset Management


 


Nuveen Investments Holdings, Inc.


 


Symphony Asset Management LLC


 


Santa Barbara Asset Management, LLC


 


Rittenhouse Asset Management, Inc.


 


NWQ Holdings, LLC


 


NWQ Investment Management Company, LLC


 


Tradewinds Global Investors, LLC


 


Nuveen Investments Institutional Services Group LLC


 


Nuveen Investments Advisers Inc.


 


Richards & Tierney, Inc.


 


Nuveen HydePark Group, LLC


 

















 


Schedule 1.01(b)


 


Immaterial Subsidiaries


 


Nuveen Commodities Asset Management, LLC


 


Nuveen Asia Investments, Inc.


 


Nuveen Investments Canada Co.


 

















 


Schedule 2.01


 


Lenders and Commitments


 


A. Credit Facilities


 


	
  Lenders

  	
   

  	
  Revolving Credit Commitments

  	
   

  	
  Term Loan

  Commitments

  
	
  DEUTSCHE
  BANK AG, NEW YORK BRANCH

  	
   

  	
  $

  	
  66,666,666.67

  	
   

  	
  $

  	
  617,333,333.33

  
	
  WACHOVIA
  BANK, N.A.

  	
   

  	
  $

  	
  66,666,666.67

  	
   

  	
  $

  	
  617,333,333.33

  
	
  MERRILL
  LYNCH CAPITAL CORPORATION

  	
   

  	
  $

  	
  66,666,666.67

  	
   

  	
  $

  	
  617,333,333.33

  
	
  MORGAN
  STANLEY BANK

  	
   

  	
  $

  	
  50,000,000.00

  	
   

  	
  $

  	
  463,000,000.00

  
	
   

  	
  TOTALS:

  	
   

  	
  $

  	
  250,000,000.00

  	
   

  	
  $

  	
   2,315,000,000.00

  
								



 


B. Lender Addresses


 


	
  LENDERS

  	
   

  	
  ADDRESSES

  
	
  DEUTSCHE
  BANK AG, NEW YORK BRANCH

  	
   

  	
  60
  Wall Street

  New York, NY 10005 

  
	
   

  	
   

  	
  Attention:
  Paul O’Leary

  
	
   

  	
   

  	
  Tel:
  (212) 250-6133

  
	
   

  	
   

  	
  Fax:
  (212) 797-5690

  
	
   

  	
   

  	
   

  
	
  WACHOVIA
  BANK, N.A.

  	
   

  	
  201
  S. College Street

  
	
   

  	
   

  	
  Charlotte,
  NC 28202

  
	
   

  	
   

  	
  Attention:
  Tara Moore

  
	
   

  	
   

  	
  Tel:
  (704) 374 6145

  
	
   

  	
   

  	
  Fax:
  (704) 715 0091 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  201
  S. College Street

  
	
   

  	
   

  	
  Charlotte,
  NC 28202

  
	
   

  	
   

  	
  Attention:
  William Dunn

  
	
   

  	
   

  	
  Tel:
  (704) 715 7608

  
	
   

  	
   

  	
  Fax:
  (704) 715 0081

  



 

















 


	
  LENDERS

  	
   

  	
  ADDRESSES

  
	
  MERRILL
  LYNCH CAPITAL CORPORATION

  	
   

  	
  4
  World Financial Center, 17th Floor 

  
	
   

  	
   

  	
  New
  York, NY 10080  

  
	
   

  	
   

  	
  Attention:
  Gillian Prince/Joseph Battista

  
	
   

  	
   

  	
  Tel:
  (212) 449 7839/1035

  
	
   

  	
   

  	
  Fax:
  (212) 449 9435

  
	
   

  	
   

  	
   

  
	
  MORGAN
  STANLEY BANK

  	
   

  	
  One
  Pierrepont Plaza, 7th Floor

  
	
   

  	
   

  	
  300
  Cadman Plaza West

  
	
   

  	
   

  	
  Brooklyn
  NY 11201

  
	
   

  	
   

  	
  Attention:
  Edward Henley

  
	
   

  	
   

  	
  Tel:
  (718) 754 7285

  
	
   

  	
   

  	
  Fax:
  (718) 754 7250

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:
  Martin Telford/Ly Dinh

  
	
   

  	
   

  	
  Tel:
  44 20 7677 2266/0666

  
	
   

  	
   

  	
  Fax:
  ###-##-####

  



 

















 


Schedule 3.04


 


Governmental Consents


 


None.


 

















 


Schedule 3.08


 


Subsidiaries


 


	
  Subsidiary

  	
   

  	
  Jurisdiction of

  Organization/

  Organizational

  Number

  	
   

  	
  Parent Company

  	
   

  	
  Outstanding

  Number of

  Equity Interest

  /Percentage of

  Ownership of

  Parent

  Company

  	
   

  	
  Subsidiary

  Guarantor

  
	
  Windy City Acquisition Corp.

  	
   

  	
  Delaware 4372687

  	
   

  	
  Windy City Investments, Inc.

  	
   

  	
  1,000

  	
   

  	
  No

  
	
  Nuveen Investments, Inc.(1)

  	
   

  	
  Delaware 2292038

  	
   

  	
  Windy City Investments, Inc.

  	
   

  	
  1,000

  	
   

  	
  No

  
	
  Nuveen Investments Institutional Services Group
  LLC

  	
   

  	
  Delaware 3657563

  	
   

  	
  Nuveen Investments, Inc.

  	
   

  	
  100%

  	
   

  	
  Yes

  
	
  Nuveen Investments Holdings, Inc.

  	
   

  	
  Delaware 3413898

  	
   

  	
  Nuveen Investments, Inc.

  	
   

  	
  1,000

  	
   

  	
  Yes

  
	
  Nuveen Asset Management

  	
   

  	
  Delaware 0859952

  	
   

  	
  Nuveen Investments, Inc.

  	
   

  	
  1,000

  	
   

  	
  Yes

  
	
  Nuveen Investments Advisers Inc.

  	
   

  	
  Delaware 3566797

  	
   

  	
  Nuveen Investments, Inc.

  	
   

  	
  1,000

  	
   

  	
  Yes

  
	
  Santa Barbara  Asset
  Management, LLC

  	
   

  	
  Delaware 3992368

  	
   

  	
  Nuveen Investments, Inc.

  	
   

  	
  200,000 Class 1 Interests

  	
   

  	
  Yes

  
	
  Rittenhouse Asset Management, Inc.

  	
   

  	
  Delaware 0882765

  	
   

  	
  Nuveen Investments, Inc.

  	
   

  	
  1,000

  	
   

  	
  Yes

  
	
  Symphony Asset Management LLC

  	
   

  	
  California 199619810033

  	
   

  	
  Nuveen Investments, Inc.

   Nuveen
  Investments Holdings, Inc.

  	
   

  	
  2,000 Class 1 Interests

  2,000 Class 2 Interests

  	
   

  	
  Yes

  
	
  Richards & Tierney, Inc.

  	
   

  	
  Illinois 5341-398-6

  	
   

  	
  Nuveen Investments, Inc.

  	
   

  	
  57,154.15020

  	
   

  	
  Yes

  
	
  NWQ Holdings, LLC

  	
   

  	
  Delaware 4096396

  	
   

  	
  Nuveen Investments, Inc.

  	
   

  	
  2,000 Class 1 Interests

  	
   

  	
  Yes

  
	
  Nuveen HydePark Group, LLC

  	
   

  	
  Delaware 3378360

  	
   

  	
  Richards & Tierney, Inc.

  	
   

  	
  100%

  	
   

  	
  Yes

  
	
  NWQ Investment Management Company, LLC

  	
   

  	
  Delaware  3528067

  	
   

  	
  NWQ Holdings, LLC

  	
   

  	
  100% of Class

  1 Interests

  	
   

  	
  Yes

  



 






(1) Upon
the effective time of the Merger, this entity will be merged with and into Windy
City Acquisition Corp.


 

















 


	
   

   

  Subsidiary

  	
   

  	
  Jurisdiction of

  Organization/

  Organizational

  Number

  	
   

  	
  Parent Company

  	
   

  	
  Outstanding

  Number of

  Equity Interest

  /Percentage of

  Ownership of

  Parent

  Company

  	
   

  	
  Subsidiary

  Guarantor

  
	
  Tradewinds Global Investors, LLC

  	
   

  	
  Delaware 4067912

  	
   

  	
  NWQ
  Holdings, LLC

  	
   

  	
  2,000 Class 1 Interests

  	
   

  	
  Yes

  
	
  Nuveen Commodities Asset Management, LLC

  	
   

  	
  Delaware  4053408

  	
   

  	
  Nuveen
  Investments, Inc.

  	
   

  	
  100%

  	
   

  	
  No

  
	
  Nuveen Investments, LLC

  	
   

  	
  Delaware 0662812

  	
   

  	
  Nuveen
  Investments, Inc.

  	
   

  	
  100%

  	
   

  	
  No

  
	
  Nuveen Asia Investments, Inc.

  	
   

  	
  Delaware 3325143

  	
   

  	
  Nuveen
  Investments, lnc.

  	
   

  	
  100

  	
   

  	
  No

  
	
  Nuveen Investments Canada Co.

  	
   

  	
  Nova Scotia

  	
   

  	
  Nuveen
  Investments Holdings, Inc.

  	
   

  	
  1

  	
   

  	
  No

  



 

















 


Schedule 3.09


 


Litigation


 


None.


 

















 


Schedule 3.15


 


Environmental Matters


 


None.


 

















 


Schedule 3.17


 


Labor Matters


 


None.


 

















 


Schedule 3.19


 


Intellectual Property


 


None.


 














 


Schedule 6.01


 


Existing Indebtedness


 


Indebtedness incurred pursuant to the Existing Notes
Documentation


 


Indebtedness incurred by Nuveen Investments, LLC
under the uncommitted line of credit with Citibank, N.A.


 


Indebtedness incurred by Nuveen Investments, LLC
under the uncommitted line of credit with Bank of New York


 

















 


Schedule 6.02


 


Existing Liens


 


	
  Debtor

  	
   

  	
  Secured

  Party

  	
   

  	
  Type of Search

  	
   

  	
  Filing

  Number

  	
   

  	
  Filing

  Date

  	
   

  	
  Description

  
	
  Nuveen Investments, Inc. et al

  	
   

  	
  Salman Khan

  	
   

  	
  Local Litigation-Los Angeles County,  California

  	
   

  	
  BC371734

  	
   

  	
  05/25/2007

  	
   

  	
  Civil-Wrongful Termination

  



 

















 


EXHIBIT A


to the Credit Agreement


 


FORM OF

ADMINISTRATIVE QUESTIONNAIRE


 


Please
complete and fax to Deutsche Bank AG New York Branch deal administration unit:


 


(Fax: (201)
593-2314 / 2311, Attn: Noreen Young or email: noreen.young@db.com)


 


	
  Nuveen Investments, Inc.

  $2,565,000,000 Credit Facilities

  
	
   

  
	
  Deutsche
  Bank AG New York Branch

  	
  Your institution information

  
	
  Full
  legal name of bank:

  	
   

  
	
  (for
  credit agreement purposes)

  	
   

  
	
  Name
  and title of person:

  	
   

  
	
  (executing
  the credit agreement)

  	
   

  
	
  Address
  for execution copies:

  	
   

  
	
  (provide
  street address for hand deliveries)

  	
   

  
	
   

  	
   

  
	
  Credit contact:

  	
  Credit contact — your institution

  
	
  Name:

  	
  Paul
  O’Leary

  	
   

  
	
  Title:

  	
  Vice
  President

  	
   

  
	
  Address:

  	
  60
  Wall Street

  	
   

  
	
   

  	
  New
  York, NY 10005

  	
   

  
	
  Phone:

  	
  (212)
  250-6133

  	
   

  
	
  Fax:

  	
  (212)
  797-5690

  	
   

  
	
  Email:

  	
  paul.oleary@db.com

  	
   

  
	
   

  	
   

  	
   

  
	
  Operations contact:

  	
  Operations contact — your institution

  
	
  Name:

  	
  Noreen
  Young

  	
   

  
	
  Title:

  	
  Associate

  	
   

  
	
  Address:

  	
  90
  Hudson Street

  	
   

  
	
   

  	
  Jersey
  City, NJ

  	
   

  
	
  Phone:

  	
  (201)
  593-2445

  	
   

  
	
  Fax:

  	
  (201)
  593-2314

  	
   

  
	
  Email:

  	
  noreen.young@.db.com

  	
   

  
	
  Movement of funds (advances):

  	
  Movement of funds to your institution

  (principal payments, interest, fees)

  
	
  Name:

  	
  Deutsche
  Bank AG New York Branch

  	
   

  
	
  City,
  state:

  	
  New
  York, NY 10005

  	
   

  
	
  ABA
  no:

  	
  021001033

  	
   

  
	
  Acct.
  name:

  	
  Loan
  Administration

  	
   

  
	
  Acct.
  no.:

  	
  60200119

  	
   

  
	
  Attn:

  	
  Noreen
  Young

  	
   

  
	
  Reference:

  	
  Nuveen
  Investments, Inc.

  	
   

  



 


FOR WITHHOLDING TAX PURPOSES,
PLEASE IDENTIFY YOUR BANK / COMPANY’S STATUS:


U.S. CORPORATION          NON-U.S.
(FOREIGN) CORPORATION          


 

















 


Please advise Noreen
Young if there are any changes to this form after the Closing Date or date upon
which you execute this form, as applicable.


 


	
  Prepared by:

  	
   

  	
   

  	
  Phone:

  	
   

  	
   

  



 


 


2














 


EXHIBIT B


to the Credit Agreement


 


FORM OF 

ASSIGNMENT AND ACCEPTANCE


 


This
Assignment and Acceptance (the “Assignment and
Acceptance”) is dated as of the Effective Date (as defined
below) and is entered into by and between the Assignor (as defined below) and
the Assignee (as defined below). Capitalized terms used but not defined herein
shall have the meanings given to them in the Credit Agreement identified below,
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to
and incorporated herein by reference and made a part of this Assignment and
Acceptance as if set forth herein in full.


 


For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to
the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and
Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below, (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement
and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the respective
Commitments or Loans identified below (including without limitation the Term
Loans, the Revolving Loans, any Letters of Credit and Swingline Loans) and (ii) to
the extent permitted to be assigned under applicable law, all claims, suits,
causes of action and any other right of the Assignor (in its capacity as a
Lender) against any person, whether known or unknown, arising under or in
connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any
way based on or related to any of the foregoing, including, but not limited to,
contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and
assigned pursuant to clause (i) above (the rights and obligations sold and
assigned pursuant to clauses (1) and (ii) above being referred to
herein collectively as the “Assigned Interest”). Such sale and
assignment is without recourse to the Assignor and, except as expressly
provided in this Assignment and Acceptance, without representation or warranty
by the Assignor except as set forth in The Standard Terms and Conditions
attached hereto and incorporated by reference herein.


 


	
  1.

  	
   

  	
  Assignor
  (the “Assignor”):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Assignee
  (the “Assignee”):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Borrower
  (the “Borrower”):

  	
   

  	
  [Windy
  City Acquisition Corp.] [Nuveen Investments, Inc.]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Administrative
  Agent:

  	
   

  	
  Deutsche
  Bank AG New York Branch, as the Administrative Agent under the Credit
  Agreement

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Credit
  Agreement:

  	
   

  	
  The
  Credit Agreement dated as of November 13, 2007 (as amended, amended and
  restated,

  



 

















 


supplemented
or otherwise modified from time to time, the “Credit Agreement”), among Windy
City Investments, Inc., a Delaware corporation, Windy City Acquisition
Corp., a Delaware Corporation (to be merged with and into Nuveen Investments, Inc.,
a Delaware corporation) as the Borrower, the lenders party thereto (the “Lenders”), Deutsche Bank
AG New York Branch, as administrative agent (in such capacity, the “Administrative
Agent”), and as Collateral Agent (such terms and each other
capitalized term used but not defined herein having the meaning given it in Article I of the Credit
Agreement), Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley
Senior Funding, Inc., as Arrangers for the Credit Facilities, Wachovia
Capital Markets, LLC, as syndication agent and Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Morgan Stanley Senior Funding, Inc., as
documentation agents.


 


6.               Assigned Interest:


 


	
  Assignor

  	
   

  	
  Assignee

  	
   

  	
  Class of

  Commitments/

  Loans

  Assigned

  	
   

  	
  Aggregate

  Amount of

  Commitments/

  Loans(1) for all

  Lenders

  	
   

  	
  Amount of

  Commitment/

  Loans

  Assigned

  	
   

  	
  Percentage

  Assigned of

  Commitment/

  Loans(2)

  	
   

  	
  CUSIP

  Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


7.                Effective Date
of Assignment (the “Effective Date”):
             , 20              (3)


 






(1)  The
outstanding amount of Loans should be included only to the extent the related
Commitment therefore has terminated.


 


(2)  Set forth, to
at least 9 decimals.


 


(3)  To be inserted
by Administrative Agent and which shall be the effective date of recordation of
transfer in the register therefor.


 


2

















 


The terms set forth in this Assignment and Acceptance are
hereby agreed to:


 


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME OF ASSIGNEE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


3

















 


[Consented
to and] (4) Accepted:


 


 


DEUTSCHE
BANK AG NEW YORK BRANCH, as Administrative Agent


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Consented
  to:

  	
   

  
					



 


 


[WINDY CITY ACQUISITION CORP.][NUVEEN
INVESTMENTS, INC.,] as a Borrower


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
  ]

  	
  (5)

  	
   

  
	
   

  	
   

  	
   

  
	
  [Consented
  to:

  	
   

  
						



 


 


[ISSUING
BANK(S)], as an Issuing Bank


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
  ]

  	
  (6)

  	
   

  
						



 


 






(4) Consent of the
Administrative Agent is not required for assignments made to a Lender or an
Affiliate or a Related Fund of a Lender (in each case, other than to
Disqualified Institutions).


 


(5) Consent of the
Borrower is not required for assignments made (A) to a Lender or an
Affiliate or a Related Fund of a Lender (in each case, other than to
Disqualified Institutions) or (B) during the continuance of any Event of
Default arising under clause (b), (c), (g), (i) or (h) of Article VII
of the Credit Agreement.


 


(6) Consent of each
Issuing Bank (to the extent its L/C Exposure equals or exceeds $5,000,000) is
required for any assignment of a Revolving Credit Commitment.


 


4














 


ANNEX I


to Assignment and Acceptance


 


STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ACCEPTANCE


 


1.     Representations and
Warranties.


 


1.1    Assignor. The Assignor (a) represents
and warrants that (i) it is the legal and beneficial owner of the Assigned
Interest, (ii) the Assigned Interest is free and clear of any lien,
encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Acceptance and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with any
Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement, any other Loan
Document or any other instrument or document delivered pursuant thereto (other
than this Assignment), or any other collateral thereunder, (iii) the
financial condition of the Borrower, any subsidiary, or any other person or any
Loan Document or (iv) the performance or observance by the Borrower, any
of their subsidiaries or Affiliates or any other Person of any of their
respective obligations under the Credit Agreement or any other Loan Document.


 


1.2    Assignee. The Assignee (a) represents
and warrants that (i) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Acceptance and to
consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it is legally authorized to enter into this
Assignment and Acceptance, (iii) from and after the Effective Date, it
shall be bound by the provisions of the Credit Agreement as a Lender thereunder
and, to the extent of the Assigned Interest, shall have the obligations of a
Lender thereunder, (iv) it is sophisticated with respect to decisions to
acquire assets of the type represented by the Assigned Interest and either it,
or the person exercising discretion in making its decision to acquire the
Assigned Interest, is experienced in acquiring assets of such type, (v) it
has received a copy of the Credit Agreement, and has received or has been
accorded the opportunity to receive copies of the most recent financial statements
referred to in Section 3.05(a) thereof or
delivered pursuant to Section 5.04 thereof, as
applicable, and such other documents and information as it deems appropriate to
make its own credit analysis and decision to enter into this Assignment and Acceptance
and to purchase the Assigned Interest, (vi) it has, independently and
without reliance upon the Administrative Agent, the Collateral Agent, such
assigning Lender or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Assignment and Acceptance and to purchase the
Assigned Interest, (vii) attached to the Assignment and Acceptance is any
documentation required to be delivered by it pursuant to Section 2.20(e) of the Credit
Agreement, duly completed and executed by the Assignee, and (viii) that
all representations and warranties set forth in Section 9.04(c) with
respect to the Assignee are true and correct; (b) agrees that (i) it
will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Loan Documents, and (ii) it will
perform in accordance with


 

















 


their
terms all of the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender; and (c) appoints and
authorizes each of the Administrative Agent, the Syndication Agent and any
Collateral Agent to take such action as agent on its behalf and to exercise
such powers under the Credit Agreement and the other Loan Documents as are
delegated to or otherwise conferred upon the Administrative Agent, the
Syndication Agent or such Collateral Agent, as the case may be, by the terms
thereof, together with such powers as are reasonably incidental thereto.


 


1.3    Payments. From and after the
Effective Date, the Administrative Agent shall make all payments in respect of
the Assigned Interest (including payments of principal, interest, fees and
other amounts) to the Assignor for amounts which have accrued to but excluding
the Effective Date and to the Assignee for amounts which have accrued from and
after the Effective Date.


 


1.4    Effect of Assignment. Upon the
delivery of a fully executed original hereof and the delivery of the other
requirements under Section 9.04(e) of the Credit Agreement to
the Administrative Agent, as of the Effective Date, (i) the Assignee shall
be a party to the Credit Agreement and, to the extent provided in this
Assignment, have the rights and obligations of a Lender thereunder and under
the other Credit Documents and (ii) the Assignor shall, to the extent
provided in this Assignment, relinquish its rights and be released from its
obligations under the Credit Agreement and the other Loan Documents.


 


1.5    General Provisions. This Assignment
and Acceptance shall be binding upon, and inure to the benefit of, the parties
hereto and their respective permitted successors and assigns. This Assignment
and Acceptance may be executed in any number of counterparts, which together
shall constitute one instrument. Delivery of an executed counterpart of a
signature page of this Assignment and Acceptance by telecopy or other
electronic transmission shall be effective as delivery of a manually executed
counterpart of this Assignment and Acceptance. This Assignment and Acceptance
shall be governed by, and construed in accordance with, the law of the State of
New York (including, without limitation, Section 5.1401 of the General
Obligations Law).


 

















 


EXHIBIT C-1


to the Credit Agreement


 


FORM OF 

BORROWING REQUEST


 


Deutsche
Bank AG New York Branch


Noreen
Young


100
Plaza - 8th Floor


Jersey
City, NJ 07311-3901


Phone:
(201) 593-2445


Fax:
(201) 593-2314


 


With
a copy to:


 


Paul
J. O’Leary


60
Wall Street, MS NYC60-0208


New
York, New York 10005


Tel:
212 250-6133

Fax: 212 797-5690


 


[DATE](1)


 


Ladies
and Gentlemen:


 


The
undersigned, [Windy City Acquisition Corp., a Delaware corporation (“Merger Sub”), to be
merged with and into Nuveen Investments, Inc., (the “Company”)](2) [Nuveen
Investments, Inc., a Delaware corporation](3), refers to the Credit
Agreement dated as of November 13, 2007 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Borrower, [the Company] [Windy City
Acquisition Corp., a Delaware corporation (“Merger Sub”), to be
merged with and into the Borrower], Windy City Investments, Inc., a
Delaware corporation, the lenders from time to time party thereto (the “Lenders”), Deutsche Bank
AG New York Branch, as administrative agent (in such capacity and including any
permitted successor or assign, the “Administrative  Agent”), and as Collateral Agent
(such terms and each other capitalized term used but not defined herein having
the meaning given it in Article I of the Credit Agreement),
Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc.,
as Arrangers for the Credit Facilities,


 






(1) Must
be notified irrevocably by telephone (a) in the case of a Eurodollar
Borrowing, not later than 12:30 p.m. (New York City time), 3 Business Days
before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not
later than 12:30 p.m (New York City time), one Business Day before a proposed
Borrowing, in each case to be promptly confirmed by
hand delivery or fax.


 


(2) Use
this bracketed language for borrowings on the Closing Date.


 


(3) Use this bracketed language for borrowings
after the Closing Date.


 

















 


Wachovia
Capital Markets, LLC, as syndication agent and Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Morgan Stanley Senior Funding, Inc., as documentation
agents.


 


The
Borrower hereby gives you notice pursuant to Section 2.03 of the Credit
Agreement that it requests a Borrowing under the Credit Agreement, and in
connection with such Borrowing sets forth below the terms on which the
Borrowing is requested to be made:


 


	
  (A)

  	
   

  	
  Type
  of Borrowing:(4)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (B)

  	
   

  	
  Date
  of Borrowing:(5)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (C) 

  	
   

  	
  Account
  Number and Location  for disbursement of funds:
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (D)

  	
   

  	
  Principal
  Amount and Currency of Borrowing(6):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (E)

  	
   

  	
  Interest
  Period:(7)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (F)

  	
   

  	
  Revolving
  Credit Exposure:(8)

  	
   

  	
   

  



 


[Remainder of this page intentionally
left blank]


 


 






(4) Specify
a Term Loan Borrowing or a Revolving Credit Borrowing, and either a Eurodollar
Borrowing or an ABR Borrowing.


 


(5) Date of
Borrowing must be a Business Day.


 


(6) Minimum Borrowing amount is (x) with respect to
Term Loans, (i) $1,000,000 in the case of ABR Loans and (ii) $5,000,000
in the case of Eurodollar Loans, (y) with respect to Revolving Loans, an
aggregate principal amount of at least (i) $250,000 in the case of ABR
Loans and (ii) $1,000,000 in the case of Eurodollar Loans and (z) with respect to Swingline Loans, an aggregate
principal amount at lease $100,000.


 


(7) If such
Borrowing is to be a Eurodollar Borrowing, the initial Interest Period or
Interest Periods with respect thereto.


 


(8) After
giving effect to the proposed Borrowing.


 


2

















 


The
undersigned hereby represents and warrants to the Administrative Agent and the
relevant Lenders that, on the date of the related Borrowing, the conditions to
lending specified Section 4.01(b) and (c) [and Section 4.02(9)] of the Credit Agreement have been
satisfied or waived.


 


 


	
   

  	
   

  	
  [WINDY CITY ACQUISITION CORP.]

  
	
   

  	
   

  	
  [NUVEEN INVESTMENTS, INC.]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  [                                  ]

  
	
   

  	
   

  	
   

  	
  Title:  
  [                                  ]

  



 






(9) Use this bracketed language for any
Borrowing made on the Closing Date.


 


3

















 


EXHIBIT C-2


 


FORM OF LETTER OF CREDIT REQUEST


 


Dated


 


Deutsche
Bank AG New York Branch, as Administrative Agent, under the Credit Agreement,
dated as of November 13, 2007 (as amended, restated, modified and/or
supplemented from time to time, the “Credit Agreement”), among Windy
City Investments, Inc. (as “Holdings”), Windy City
Acquisition Corporation (to be merged with and into Nuveen Invesments, Inc.)
(the “Borrower”), the lenders from time to time party thereto,
Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding
Inc. as Arrangers, Wachovia Capital Markets, LLC, as Syndication Agent, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior
Funding, Inc., as Documentation Agents, and Deutsche Bank AG New York
Branch, as Administrative Agent and Collateral Agent.


 


60
Wall Street


New York, New York 10005


Attention: [                          ]


 


Deutsche Bank AG New York Branch, as Issuing Bank


under
the Credit Agreement


60
Wall Street


New
York, New York 10005 MS NYC-2708


Attention:
Global Loan Operations, Standby Letter of Credit


Unit


 


Ladies
and Gentlemen:


 


Pursuant
to Section 2.23(a) of the Credit
Agreement, we hereby request that the Issuing Bank referred to above issue a standby
Letter of Credit for the account of the undersigned or one of its subsidiaries
on November [    ], 2007 (the “Date of
Issuance”) in the aggregate stated amount of               .


 


For
purposes of this Letter of Credit Request, unless otherwise defined herein, all
capitalized terms used herein which are defined in the Credit Agreement shall
have the respective meaning provided therein.


 


1

















 


The beneficiary of the requested Letter of Credit will
be                              ,
and such Letter of Credit will be in support
of               and
will have a stated expiration date
of                         .


 


We
hereby certify that:


 


(A)                         the
representations and warranties contained in the Credit Agreement and in the
other Loan Documents are and will be true and correct in all material respects
on the Date of Issuance, both before and after giving effect to the issuance of
the Letter of Credit requested hereby, unless stated
to relate to a specific earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such
earlier date; and


 


(B)                           no Default or
Event of Default has occurred and is continuing nor, after giving effect to the
issuance of the Letter of Credit requested hereby, would such a Default or
Event of Default occur.


 


Copies
of all documentation with respect to the supported transaction are attached
hereto.


 


	
   

  	
   

  	
  NUVEEN
  INVESTMENTS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


2














 


EXHIBIT D


to the Credit Agreement


 


FORM OF 

GUARANTEE AND COLLATERAL AGREEMENT


 


[Form circulated separately]


 

















 


EXHIBIT E


to the Credit Agreement


 


FORM OF 

NON-BANK CERTIFICATE


 


Reference
is made to the Credit Agreement dated as of November 13, 2007 (as amended,
restated, amended and restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among Windy City Investments, Inc., a Delaware corporation, Windy
City Acquisition Corp., a Delaware corporation, to be merged with and into
Nuveen Investments, Inc., a Delaware corporation, the lenders from time to
time party thereto (the “Lenders”), Deutsche Bank AG New York Branch, as administrative agent (in such
capacity, together with any permitted successor or assign, the “Administrative
Agent”), and as Collateral Agent
(such terms and each other capitalized term used but not defined herein having
the meaning given it in Article I of the Credit Agreement), Deutsche Bank Securities Inc., Wachovia
Capital Markets, LLC, Merrill Lynch, Pierce, Fenner &  Smith
Incorporated and Morgan Stanley Senior Funding, Inc., as Arrangers for the
Credit Facilities, Wachovia Capital Markets, LLC, as syndication agent and
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley
Senior Funding, Inc., as documentation
agents.               
(the “Non-U.S. Lender”)
is providing this certificate pursuant to Section 2.20(e) of the Credit Agreement. The Non-U.S. Lender
hereby represents and warrants to the Borrower that the Non-U.S. Lender is not
a “bank” for purposes of Section 881(c)(3)(A) of the Internal Revenue
Code of 1986, as amended (the “Code”).


 


IN
WITNESS WHEREOF, the undersigned has duly executed this certificate.


 


 


	
   

  	
   

  	
  [NAME
  OF NON-U.S. LENDER]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


Date:          ,
20    


 

















 


EXHIBIT F-1


to the Credit Agreement


 


FORM OF 

TRADEMARK SECURITY AGREEMENT


 


TRADEMARK
SECURITY AGREEMENT, dated as of
[         ],
200[       ] (this “Agreement”),
among [GRANTOR] (“Grantor”) and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral
Agent (the “Collateral Agent”) for the Secured Parties.


 


Reference
is made to the Guarantee and Collateral Agreement dated as of November 13,
2007 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Security Agreement”), among Windy City
Investments, Inc., a Delaware corporation, Windy City Acquisition Corp., a
Delaware corporation (to be merged with and into Nuveen Investments, Inc.,
a Delaware corporation) and the Collateral Agent. The Lenders have extended
credit to the Borrower subject to the terms and conditions set forth in the
Credit Agreement dated as of November 13, 2007 (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”) among the Borrower (as defined therein), the lenders
from time to time party thereto, Windy City Investments, Inc., Deutsche
Bank AG New York Branch, as administrative agent and as collateral agent,
Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc.,
as Arrangers for the Credit Facilities, Wachovia Capital Markets, LLC, as
syndication agent and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley Senior Funding, Inc., as documentation
agents. Consistent with the requirements of the Credit Agreement and pursuant
to and in accordance with Section 3.01(b) and Section 3.02(b)
of the Security Agreement, the parties hereto agree as follows:


 


Section 1.               Terms. Capitalized terms
used in this Agreement and not otherwise defined herein have the meanings
specified in the Security Agreement. The rules of construction specified
in Section 1.02 of the Credit Agreement also apply to this
Agreement.


 


Section 2.               Grant of Security Interest.
As security for the payment or performance, as the case may be, in full of the
Obligations (other than contingent obligations), each Grantor, pursuant to the
Security Agreement, did and hereby does, to the extent required by the Security
Agreement, grant to the Collateral Agent, its permitted successors and assigns,
for the benefit of the Secured Parties, a security interest in, all of its
right, title or interest in or to any and all of the following assets and
properties (solely to the extent that they are part of the Collateral and
expressly excluding the Excluded Collateral) now owned or at any time hereafter
acquired by such Grantor and wherever located or in which such Grantor now has
or at any time in the future may acquire any right, title or interest
(collectively, the “Trademark Collateral”):


 


(a)           all trademarks,
service marks, trade names, corporate names, company names, business names,
fictitious business names, trade styles, trade dress, logos, other source or business
identifiers, designs and general intangibles of like nature, now existing or
hereafter adopted or acquired, all registrations and recordings thereof, and
all registration and recording applications filed in connection therewith,
including


 

















 


registrations
and registration applications in the United States Patent and Trademark Office,
and all extensions or renewals thereof, including those registrations and
registration applications in the United States Patent and Trademark Office
listed on Schedule I and II (the “Trademarks”);


 


(b)                                 all goodwill associated with or symbolized by
the Trademarks;


 


(c)                                  all assets, rights and interests that
uniquely reflect or embody the Trademarks;


 


(d)                                 the right to sue third parties for past,
present and future infringements of any Trademark; and


 


(e)                                  all proceeds of and rights associated with
the foregoing.


 


Notwithstanding
the foregoing, in no event shall any Capital Stock (as defined in the Existing
Notes Documentation) of any Significant Subsidiary of the Company or the
Borrower that is owned, directly or indirectly, by the Company or the Borrower
or any of their subsidiaries, in each case, whether on the date hereof or
thereafter acquired, or any interest therein or any income or profits therefrom
(including, without limitation, dividends or distributions), or any proceeds,
interest, income or profit (including, without limitation, dividends or
distributions) obtained from any Capital Stock (as defined in the Existing
Notes Documentation) of any Significant Subsidiary of the Company or the
Borrower that is owned, directly or indirectly, by the Company or the Borrower
or any of their subsidiaries, in each case, whether on the date hereof or
thereafter acquired, or any interest therein or any income or profits therefrom
(including, without limitation, distributions and dividends), constitute
Trademark Collateral for any purpose herein (including, without limitation the
grant of any security interest or lien in favor of the Collateral Agent, on
behalf of the Secured Parties).


 


Section 3.               Security Agreement.            The security interests granted to
the Collateral Agent herein are granted solely in furtherance, and not in
limitation or expansion, of the security interests granted to the Collateral
Agent pursuant to the Security Agreement. The Collateral Agent and each Grantor
hereby acknowledge and affirm that the rights and remedies of the other parties
hereto with respect to the Trademark Collateral are more fully set forth in the
Security Agreement, the terms and provisions of which are hereby incorporated
herein by reference as if fully set forth herein (including, without
limitation, Sections 7.14 and 7.20 of the Security Agreement). In the event of
any conflict between the terms of this Agreement and the Security Agreement, the
terms of the Security Agreement shall govern.


 


Section 4.               Termination. At the
request and expense of the Grantor upon or after the occurrence of the
Termination Date (as defined in the Security Agreement) or permitted
dispositions of the Trademark Collateral, the Collateral Agent shall execute,
acknowledge, and deliver to the Grantor an instrument in writing releasing the
security interest in the Trademark Collateral acquired under this Agreement.


 


[Remainder of this page intentionally left blank]


 


2

















 


IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.


 


	
   

  	
   

  	
  [GRANTOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEUTSCHE BANK AG NEW YORK

  
	
   

  	
   

  	
  BRANCH, as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


3

















 


Schedule I


 


Trademarks


 


	
  Registered Owner

  	
   

  	
  Mark

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Schedule II


 


Trademark
Applications


 


	
  Registered Owner

  	
   

  	
  Mark

  	
   

  	
  Registration

  Number

  	
   

  	
  Date

  Filed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4

















 


EXHIBIT F-2


to the Credit Agreement


 


FORM OF


PATENT SECURITY AGREEMENT


 


PATENT
SECURITY AGREEMENT, dated as
of
[              ],
200[    ]
(this “Agreement”), among [GRANTOR] (“Grantor”) and DEUTSCHE BANK
AG NEW YORK BRANCH, as Collateral Agent (the “Collateral Agent”) for the
Secured Parties.


 


Reference
is made to the Guarantee and Collateral Agreement dated as of November 13,
2007 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Security Agreement”), among Windy City
Investments, Inc., a Delaware corporation, Windy City Acquisition Corp., a
Delaware corporation (to be merged with and into Nuveen Investments, Inc.,
a Delaware corporation) and the Collateral Agent. The Lenders have extended
credit to the Borrower subject to the terms and conditions set forth in the
Credit Agreement dated as of November 13, 2007 (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”) among the Borrower (as defined therein), the lenders
from time to time party thereto, Windy City Investments, Inc., Deutsche
Bank AG New York Branch, as administrative agent and as collateral agent,
Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc.,
as Arrangers for the Credit Facilities, Wachovia Capital Markets, LLC, as
syndication agent and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley Senior Funding, Inc., as documentation
agents. Consistent with the requirements of the Credit Agreement and pursuant
to and in accordance with Section 3.01(b) and Section 3.02(b)
of the Security Agreement, the parties hereto agree as follows:


 


Section 1.               Terms. Capitalized terms
used in this Agreement and not otherwise defined herein have the meanings
specified in the Security Agreement. The rules of construction specified
in Section 1.02 of the Credit Agreement also apply to this
Agreement.


 


Section 2.               Grant of Security Interest.
As security for the payment or performance, as the case may be, in full of the
Obligations (other than contingent obligations), each Grantor, pursuant to the
Security Agreement, did and hereby does, to the extent required by the Security
Agreement, grant to the Collateral Agent, its permitted successors and assigns,
for the benefit of the Secured Parties, a security interest in, all of its
right, title or interest in or to any and all of the following assets and
properties (solely to the extent that they are part of the Collateral and
expressly excluding the Excluded Collateral) now owned or at any time hereafter acquired by such Grantor and wherever located or
in which such Grantor now has or at any time in the future may acquire any
right, title or interest (collectively, the “Patent Collateral”):


 


(a)           all letters patent
of the United States, all registrations and recordings thereof, and all
applications for letters patent of the United States, including registrations,
recordings and pending applications
in the United States Patent and
Trademark Office listed on Schedule I and II (the “Patents”);


 

















 


(b)           all reissues,
continuations, divisions, continuations in part, renewals or extensions
thereof, and all inventions disclosed or claimed therein, including the right
to make, use and/or sell the inventions disclosed or claimed therein;


 


(c)           the right to sue
third parties for past, present and future infringements of any Patent; and


 


(d)           all proceeds of and
any right associated with the foregoing.


 


Notwithstanding
the foregoing, in no event shall any Capital Stock (as defined in the Existing
Notes Documentation) of any Significant Subsidiary of the Company or the
Borrower that is owned, directly or indirectly, by the Company or the Borrower
or any of their subsidiaries, in each case, whether on the date hereof or
thereafter acquired, or any interest therein or any income or profits therefrom
(including, without limitation, dividends or distributions), or any proceeds,
interest, income or profit (including, without limitation, dividends or
distributions) obtained from any Capital Stock (as defined in the Existing
Notes Documentation) of any Significant Subsidiary of the Company or the
Borrower that is owned, directly or indirectly, by the Company or the Borrower
or any of their subsidiaries, in each case, whether on the date hereof or
thereafter acquired, or any interest therein or any income or profits therefrom
(including, without limitation, distributions and dividends), constitute Patent
Collateral for any purpose herein (including, without limitation the grant of
any security interest or lien in favor of the Collateral Agent, on behalf of
the Secured Parties).


 


Section 3.               Security Agreement.            The security interests granted to
the Collateral Agent herein are granted solely in furtherance, and not in
limitation or expansion, of the security interests granted to the Collateral
Agent pursuant to the Security Agreement. The Collateral Agent and each Grantor
hereby acknowledge and affirm that the rights and remedies of the other parties
hereto with respect to the Patent Collateral are more fully set forth in the
Security Agreement, the terms and provisions of which are hereby incorporated
herein by reference as if fully set forth herein (including, without
limitation, Sections 7.14 and 7.20 of the Security Agreement). In the event of
any conflict between the terms of this Agreement and the Security Agreement,
the terms of the Security Agreement shall govern.


 


Section 4.               Termination. At the
request and expense of the Grantor upon or after the occurrence of the Termination
Date (as defined in the Security Agreement) or permitted dispositions of the
Patent Collateral, the Collateral Agent shall execute, acknowledge, and deliver
to the Grantor an instrument in writing releasing the security interest in the
Patent Collateral acquired under this Agreement.


 


[Remainder of this page intentionally left blank]


 


2

















 


IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.


 


	
   

  	
   

  	
  [GRANTOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEUTSCHE BANK AG NEW YORK

  
	
   

  	
   

  	
  BRANCH, as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


3

















 


Schedule I


 


Patents


 


	
  Registered Owner

  	
   

  	
  Type

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Schedule II


 


Patent Applications


 


	
  Registered Owner

  	
   

  	
  Type

  	
   

  	
  Registration

  Number

  	
   

  	
  Date

  Filed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4














 


EXHIBIT F-3


to the Credit Agreement


 


FORM OF


COPYRIGHT SECURITY AGREEMENT


 


COPYRIGHT
SECURITY AGREEMENT, dated as of
[          ],
200[        ] (this “Agreement”),
among [GRANTOR] (“Grantor”) and DEUTSCHE BANK AG NEW YORK BRANCH, as
Collateral Agent (the “Collateral Agent”) for the Secured Parties.


 


Reference
is made to the Guarantee and Collateral Agreement dated as of November 13,
2007 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Security Agreement”), among Windy City
Investments, Inc., a Delaware corporation, Windy City Acquisition Corp., a
Delaware corporation (to be merged with and into Nuveen Investments, Inc.,
a Delaware corporation) and the Collateral Agent. The Lenders have extended
credit to the Borrower subject to the terms and conditions set forth in the
Credit Agreement dated as of November 13, 2007 (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”) among the Borrower (as defined therein), the lenders
from time to time party thereto, Windy City Investments, Inc., Deutsche
Bank AG New York Branch, as administrative agent and as collateral agent,
Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc.,
as Arrangers for the Credit Facilities, Wachovia Capital Markets, LLC, as
syndication agent and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley Senior Funding, Inc., as documentation
agents. Consistent with the requirements of the Credit Agreement and pursuant
to and in accordance with Section 3.01(b) and Section 3.02(b)
of the Security Agreement, the parties hereto agree as follows:


 


Section 1.               Terms. Capitalized terms
used in this Agreement and not otherwise defined herein have the meanings
specified in the Security Agreement. The rules of construction specified
in Section 1.02 of the Credit Agreement also apply to this
Agreement.


 


Section 2.               Grant of Security Interest.
As security for the payment or performance, as the case may be, in full of the
Obligations (other than contingent obligations), each Grantor, pursuant to the
Security Agreement, did and hereby does, to the extent required by the Security
Agreement, grant to the Collateral Agent, its permitted successors and assigns,
for the benefit of the Secured Parties, a security interest in, all of its
right, title or interest in or to any and all of the following assets and
properties (solely to the extent that they are part of the Collateral and
expressly excluding the Excluded Collateral) now owned or at any time hereafter
acquired by such Grantor and wherever located or in which such Grantor now has
or at any time in the future may acquire any right, title or interest
(collectively, the “Copyright Collateral”):


 


(a)           all copyright rights
in any work subject to the copyright laws of the United States whether as
author, assignee, transferee or otherwise,


 

















 


(b)           all registrations
and applications for registration of any such copyright in the United States,
including registrations and pending applications for registration in the United
States Copyright Office listed on Schedule I and II (the “Copyrights”);


 


(c)           the right to sue
third parties for past, present and future infringements of any copyright, and


 


(d)           all proceeds of and
rights associated with the foregoing.


 


Notwithstanding
the foregoing, in no event shall any Capital Stock (as defined in the Existing
Notes Documentation) of any Significant Subsidiary of the Company or the
Borrower that is owned, directly or indirectly, by the Company or the Borrower
or any of their subsidiaries, in each case, whether on the date hereof or
thereafter acquired, or any interest therein or any income or profits therefrom
(including, without limitation, dividends or distributions), or any proceeds,
interest, income or profit (including, without limitation, dividends or
distributions) obtained from any Capital Stock (as defined in the Existing
Notes Documentation) of any Significant Subsidiary of the Company or the
Borrower that is owned, directly or indirectly, by the Company or the Borrower
or any of their subsidiaries, in each case, whether on the date hereof or
thereafter acquired, or any interest therein or any income or profits therefrom
(including, without limitation, distributions and dividends), constitute
Copyright Collateral for any purpose herein (including, without limitation the
grant of any security interest or lien in favor of the Collateral Agent, on
behalf of the Secured Parties).


 


Section 3.               Security Agreement.            The security interests granted to
the Collateral Agent herein are granted solely in furtherance, and not in
limitation or expansion, of the security interests granted to the Collateral
Agent pursuant to the Security Agreement. The Collateral Agent and each Grantor
hereby acknowledge and affirm that the rights and remedies of the other parties
hereto with respect to the Copyright Collateral are more fully set forth in the
Security Agreement, the terms and provisions of which are hereby incorporated
herein by reference as if fully set forth herein (including, without
limitation, Sections 7.14 and 7.20 of the Security Agreement). In the event of
any conflict between the terms of this Agreement and the Security Agreement,
the terms of the Security Agreement shall govern.


 


Section 4.               Termination. At the
request and expense of the Grantor upon or after the occurrence of the
Termination Date (as defined in the Security Agreement) or permitted
dispositions of the Copyright Collateral, the Collateral Agent shall execute,
acknowledge, and deliver to the Grantor an instrument in writing releasing the
security interest in the Copyright Collateral acquired under this Agreement.


 


[Remainder of this page intentionally left blank]


 


2

















 


IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.


 


 


	
   

  	
   

  	
  [GRANTOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEUTSCHE BANK AG NEW YORK

  
	
   

  	
   

  	
  BRANCH, as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


3

















 


Schedule I


 


Copyrights


 


	
  Registered Owner

  	
   

  	
  Title

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Schedule II


 


COPYRIGHT APPLICATIONS


 


	
  Registered Owner

  	
   

  	
  Title

  	
   

  	
  Registration

  Number

  	
   

  	
  Date

  Filed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4

















 


EXHIBIT G-1


 


[FORM OF]


REVOLVING CREDIT NOTE


 


	
  $[               ]

  	
   

  	
  New York, New York

  
	
   

  	
   

  	
  [                   ],
  20[ ]

  



 


FOR
VALUE RECEIVED, the undersigned, [WINDY CITY ACQUISITION CORP., a Delaware
corporation (“Merger Sub”), to be merged with and into Nuveen
Investments, Inc., a Delaware corporation (the “Company”)](16)
[NUVEEN INVESTMENTS, INC., a Delaware corporation](17) (the “Borrower”),
hereby promises to pay to
[         ] (the “Lender”)
or its registered assigns, at the office of Deutsche Bank AG New York Branch
(the “Administrative Agent”) at 60 Wall Street, New York, NY 10005, on
the dates and in the amounts set forth in the Credit Agreement dated as of November 13,
2007 (as the same may be amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among Windy City Investments, Inc.,
a Delaware corporation, the Borrower, [the Company] [Windy City Acquisition
Corp., a Delaware corporation (“Merger Sub”), to be merged with and into
the Borrower], the Lenders (as defined in Article I of the Credit
Agreement), Deutsche Bank AG New York Branch, as Administrative Agent and
collateral agent for the Lenders thereunder (in such capacities, the “Collateral
Agent”) and the other parties thereto from time to time, in immediately
available funds in US dollars, the aggregate unpaid principal amount of all
Revolving Loans made by the Lender to Borrower pursuant to the Credit Agreement
and to pay interest from the date of such Revolving Loans on the principal
amount thereof from time to time outstanding, in like funds, at said office, at
the rate or rates per annum and payable on the dates provided in the Credit
Agreement. Terms used but not defined herein shall have the meanings assigned
to them in the Credit Agreement.


 


The
Borrower promises to pay interest, on demand, on any overdue principal and, to
the extent permitted by law, overdue interest from the due dates at a rate or
rates provided in the Credit Agreement.


 


Pursuant
to the terms of the Credit Agreement, to the extent permitted by applicable
law, the Borrower hereby waives diligence, presentment, demand, protest and
notice of any kind whatsoever. The nonexercise by the holder hereof of any of
its rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.


 


All
borrowings evidenced by this Note and all payments and prepayments of the
principal hereof and interest hereon and the respective dates thereof shall be
endorsed by the holder hereof on the schedules attached hereto and made a part
hereof or on a continuation thereof which shall be attached hereto and made a
part hereof, or otherwise recorded by such holder in its internal records; provided,
however, that the failure of the holder hereof to make


 






(16) Use this bracketed language for
borrowings on the Closing Date.


 


(17) Use this bracketed language for
borrowings after the Closing Date.


 

















 


such
a notation or any error in such notation shall not affect the obligations of
the Borrower under this Note.


 


This
Note is one of the Notes referred to in the Credit Agreement that, among other
things, contains provisions for the acceleration of the maturity hereof upon
the happening of certain events, for optional and mandatory prepayment of the
principal hereof prior to the maturity hereof and for the amendment or waiver
of certain provisions of the Credit Agreement, all upon the terms and
conditions therein specified. This Note is entitled to the benefit of the
Credit Agreement and is guaranteed and secured as provided therein and in the
other Loan Documents referred to in the Credit Agreement. THIS NOTE SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


 


	
   

  	
   

  	
  [WINDY
  CITY ACQUISITION CORP.]

  
	
   

  	
   

  	
  [NUVEEN INVESTMENTS, INC.]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


2

















 


Schedule A to Note


 


LOANS, CONVERSIONS AND REPAYMENTS OF ABR
LOANS


 


	
  Date

  	
   

  	
  Amount of ABR

  Loans

  	
   

  	
  Amount Converted to

  ABR Loans

  	
   

  	
  Amount of Principal of

  ABR Loans Repaid

  	
   

  	
  Amount of ABR Loans

  Converted to

  Eurodollar Loans

  	
   

  	
  Unpaid Principal

  Balance of ABR Loans

  	
   

  	
  Notation Made 

  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3

















 


Schedule B to Note


 


LOANS, CONTINUATIONS, CONVERSIONS AND
REPAYMENTS OF EURODOLLAR LOANS


 


	
  Date

  	
   

  	
  Amount of

  Eurodollar Loans

  	
   

  	
  Amount

  Converted to

  Eurodollar Loans

  	
   

  	
  Interest Period and

  Eurodollar Loans

  with Respect

  Thereto

  	
   

  	
  Amount of

  Principal of

  Eurodollar Loans

  Repaid

  	
   

  	
  Amount of

  Eurodollar Loans

  Converted to ABR

  Loans

  	
   

  	
  Unpaid Principal

  Balance of

  Eurodollar Loans

  	
   

  	
  Notation Made 

  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4














 


EXHIBIT G-2


 


[FORM OF] 

TERM NOTE


 


	
  $[               ]

  	
   

  	
  New York, New York

  
	
   

  	
   

  	
  [                   ],
  20[ ]

  



 


FOR
VALUE RECEIVED, the undersigned, [WINDY CITY ACQUISITION CORP., a Delaware
corporation (“Merger Sub”), to be merged with and into Nuveen Investments, Inc.,
a Delaware corporation (the “Company”)](18)[NUVEEN INVESTMENTS, INC., a Delaware corporation](19) (the “Borrower”),
hereby promises to pay to
[         ] (the “Lender”)
or its registered assigns, at the office of Deutsche Bank AG New York Branch
(the “Agent”) at 60 Wall Street, New York, NY 1000, on the dates and in
the amounts set forth in the Credit Agreement dated as of November 13,
2007 (as the same may be amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among Windy City Investments, Inc.,
a Delaware corporation, the Borrower, [the Company][Windy City Acquisition
Corp., a Delaware corporation (“Merger Sub”), to be merged with and into
the Borrower], the Lenders (as defined in Article I of the Credit
Agreement), Windy City Investments, Inc., Deutsche Bank AG New York
Branch, as Administrative Agent and collateral agent for the Lenders thereunder
(in such capacities, the “Collateral Agent”) and the other parties
thereto from time to time, in immediately available funds in US dollars, the
aggregate unpaid principal amount of the Term Loan made by the Lender to the
Borrower pursuant to the Credit Agreement and to pay interest from the date of
such Term Loan on the principal amount thereof from time to time outstanding,
in like funds, at said office, at the rate or rates per annum and payable on
the dates provided in the Credit Agreement. Terms used but not defined herein
shall have the meanings assigned to them in the Credit Agreement.


 


The
Borrower promises to pay interest, on demand, on any overdue principal and, to
the extent permitted by law, overdue interest from the due dates at a rate or
rates provided in the Credit Agreement.


 


Pursuant
to the terms of the Credit Agreement, to the extent permitted by applicable
law, the Borrower hereby waives diligence, presentment, demand, protest and
notice of any kind whatsoever. The nonexercise by the holder hereof of any of
its rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.


 


All
borrowings evidenced by this Note and all payments and prepayments of the
principal hereof and interest hereon and the respective dates thereof shall be
endorsed by the holder hereof on the schedules attached hereto and made a part
hereof or on a continuation thereof which shall be attached hereto and made a
part hereof, or otherwise recorded by such


 






(18) Use this bracketed language for borrowings on
the Closing Date.


 


(19) Use this bracketed language for borrowings after the Closing Date.


 

















 


holder
in its internal records; provided, however, that the failure of the holder hereof to
make such a notation or any error in such notation shall not affect the
obligations of the Borrower under this Note.


 


This
Note is one of the Notes referred to in the Credit Agreement that, among other
things, contains provisions for the acceleration of the maturity hereof upon
the happening of certain events, for optional and mandatory prepayment of the
principal hereof prior to the maturity hereof and for the amendment or waiver
of certain provisions of the Credit Agreement, all upon the terms and
conditions therein specified. This Note is entitled to the benefit of the
Credit Agreement and is guaranteed and secured as provided therein and in the
other Loan Documents referred to in the Credit Agreement. THIS NOTE SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


 


	
   

  	
   

  	
  [WINDY
  CITY ACQUISITION 

  
	
   

  	
   

  	
  CORP.][NUVEEN INVESTMENTS, INC.]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


2

















 


Schedule A to Note


 


LOANS, CONVERSIONS AND REPAYMENTS OF ABR
LOANS


 


	
  Date

  	
   

  	
  Amount of ABR Loans

  	
   

  	
  Amount Converted to

  ABR Loans

  	
   

  	
  Amount of Principal of

  ABR Loans Repaid

  	
   

  	
  Amount of ABR 

  Converted to

  Eurodollar Loans

  	
   

  	
  Unpaid Principal

  Balance of ABR Loans

  	
   

  	
  Notation Made 

  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3

















 


Schedule B to Note


 


LOANS, CONTINUATIONS, CONVERSIONS AND
REPAYMENTS OF EURODOLLAR LOANS


 


	
  Date

  	
   

  	
  Amount
  of

  Eurodollar Loans

  	
   

  	
  Amount

  Converted to

  Eurodollar Loans

  	
   

  	
  Interest
  Period and

  Eurodollar with

  Respect Thereto

  	
   

  	
  Amount
  of

  Principal of

  Eurodollar Loans

  Repaid

  	
   

  	
  Amount
  of

  Eurodollar Loans

  Converted to ABR

  Loans

  	
   

  	
  Unpaid
  Principal

  Balance of

  Eurodollar Loans

  	
   

  	
  Notation
  Made 

  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4














 


EXHIBIT H


 


[FORM OF]


 


SOLVENCY CERTIFICATE


 


November 13, 2007


 


Reference
is hereby made to that certain Credit Agreement (the “Credit
Agreement”), dated as of the
date first written above, among Windy City Investments, Inc., a Delaware
corporation, Windy City Acquisition Corp, a Delaware corporation (the “Borrower”), to be merged with and into Nuveen
Investments, Inc., a Delaware corporation (the “Company”), the subsidiaries of the Borrower (as defined
therein), the lenders from time to time party thereto (each, a “Lender” and, collectively, the “Lenders”), Deutsche Bank AG New York Branch, as
Administrative Agent and Collateral Agent (in each case, as defined therein)
for the Lenders, Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley
Senior Funding, Inc., as Arrangers for the Credit Facilities (as defined
therein), Wachovia Capital Markets, LLC, as syndication agent and Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior
Funding, Inc., as documentation agents.


 


This
Solvency Certificate is delivered to the Administrative Agent pursuant to Section 4.02(f) of
the Credit Agreement. Unless otherwise defined herein, capitalized terms used
in this Certificate shall have the meanings set forth in the Credit Agreement.


 


I, [                       ], the [Vice President and Corporate Treasurer]
of the Company, hereby certify on behalf of the Company, and not in any
individual capacity, as follows:


 


1.             I am the [Vice
President and Corporate Treasurer] of the Company and, as such, I am familiar
with the properties, business and assets of the Company, and I am authorized to
execute this Solvency Certificate.


 


2.             I have made such
investigations and inquiries as I deem necessary and prudent in connection with
the matters set forth herein and have reviewed the terms of the Credit
Agreement and the other Loan Documents.


 


3.             On the Closing
Date, after giving effect to the Transactions, the Loan Parties (on a
consolidated basis) are Solvent.


 


*    *   *    *    *


 


1

















 


IN
WITNESS WHEREOF, the undersigned [Vice President and Corporate Treasurer] of
the Company has executed this Solvency Certificate on behalf of the Company as
of the date first written above.


 


 


	
   

  	
   

  	
  NUVEEN INVESTMENTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  [               ]

  
	
   

  	
   

  	
   

  	
  Title:

  	
  [Vice
  President and Corporate 

  
	
   

  	
   

  	
   

  	
   Treasurer]