Exhibit 10.18


 


EXECUTION COPY


 


SERVICES AGREEMENT


 


THIS SERVICES AGREEMENT (this “Agreement”), effective as
of November 13, 2007, is made by and between Nuveen Investments, Inc.,
a Delaware corporation (the “Company”), Madison Dearborn Partners V-B,
L.P., a Delaware limited partnership (“MDP”), MLGPE U.S. Strategies LLC,
a Delaware limited liability company (“Merrill”),  and the other parties appearing on the
signature pages hereto (together with Merrill and MDP, the “Advisors”).


 


WHEREAS, on the terms and subject to the conditions
contained in this Agreement, the Company desires to obtain certain management
and consulting services from the Advisors and the Advisors desire to perform
such services for the Company.


 


NOW, THEREFORE, in consideration of the premises and
the respective mutual agreements, covenants, representations and warranties
contained in this Agreement, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:


 


1.             Appointment
of Advisors.  The Company appoints
the Advisors and the Advisors accept appointment, in each case severally and
not jointly, on the terms and conditions provided in this Agreement as advisors
to the Company, its direct and indirect subsidiaries and Windy City Investments, Inc.
and Windy City Investments Holdings, LLC (collectively, the “Nuveen Group”),
including any other corporations or other entities hereafter formed or acquired
by any member of the Nuveen Group to engage in any business.  The parties expressly acknowledge that (i) MDP
is an affiliate of Madison Dearborn Capital Partners V-A, L.P., a Delaware
limited partnership (“MDCP V-A”), Madison Dearborn Capital Partners V-C,
L.P., a Delaware limited partnership (“MDCP V-C”), and Madison Dearborn
Capital Partners V Executive-A, L.P., a Delaware limited partnership (“MDCP
Executive” and, together with MDCP V-A and MDCP V-C, the “MDP Sponsors”),
all of which are equityholders in the Company’s ultimate parent company, Windy
City Investments Holdings, LLC, a Delaware limited liability company (“Holdings”)
and (ii) the other Advisors are each affiliated with other equityholders
of Holdings (such equityholders, together with the MDP Sponsors, are the “Sponsors”).
 Additionally,
the parties expressly acknowledge that principals of the Sponsors currently
serve as members of the Board of Directors of the Company (the “Board”)
and/or members of the board of directors (or board of managers, as applicable)
of the other companies in the Nuveen Group. 
It is understood that the Advisors’ rights and obligations hereunder
shall be independent of the relationship between the Company and the Sponsors
and the respective boards of directors (or managers, as applicable) of the
Company and the other members of the Nuveen Group, and that, in performing its
services hereunder, the Advisors are not acting in the capacity of
equityholders of Holdings or any of its subsidiaries or members of the board of
directors (or managers, as applicable) of the Company or any other member of
the Nuveen Group.


 


2.             Board
of Directors Supervision.  The
activities of the Advisors to be performed under this Agreement shall be
subject to the supervision of the Board and subject to reasonable policies not
inconsistent with the terms of this Agreement adopted by the Board and in
effect from time to time. 
Notwithstanding the foregoing, the Advisors shall not have the authority
to bind the Company or any other member of the Nuveen Group or any investor in
the Company, and nothing contained herein shall be construed to create an
agency relationship between the 


 

















 


Company or any other member of the Nuveen Group, or any investor in any
of them, on the one hand, and the Advisors on the other hand.


 


3.             Services
of the Advisors.  Subject to any
limitations imposed by applicable law or regulation, the Advisors shall render
or cause to be rendered management, consulting and financial services to the
Company and the other members of the Nuveen Group as requested from time to
time by the Board and agreed to by such Advisor(s), which services may include
advice and assistance concerning any and all aspects of the operations,
planning and financing of the Company and the other members of the Nuveen Group
and conducting relations on behalf of the Company or the other members of the
Nuveen Group with accountants, attorneys, financial advisors and other
professionals.  The Advisors shall
provide and devote to the performance of this Agreement such employees,
affiliates and agents of the Advisors as the Advisors shall deem reasonably
sufficient and appropriate to the furnishing of the services hereunder.  In addition, the Advisors shall, as requested
by the Board and agreed to by such Advisor(s), render advice and expertise in
connection with any acquisitions or dispositions undertaken by the Company or
the other members of the Nuveen Group. 
Notwithstanding anything in this Agreement to the contrary, the Advisors
shall not be entitled to a management fee under this Agreement.


 


4.             Reimbursement
of Expenses; Independent Contractor. 
All obligations or expenses incurred by the Advisors in the performance
of their duties under this Agreement shall be for the account of, on behalf of,
and at the expense of the Company, and all such expenses shall be promptly
reimbursed by the Company.  The Advisors
shall not be obligated to make any advance to or for the account of the Company
or any other member of the Nuveen Group or to pay any sums, except out of funds
held in accounts maintained by the Company or any other member of the Nuveen
Group, nor shall the Advisors be obligated to incur any liability or obligation
for the account of the Company or any other member of the Nuveen Group.  The Company shall reimburse the Advisors by
wire transfer of immediately available funds for any amount paid by the
Advisors pursuant to the foregoing, which shall be in addition to any other
amount payable to the Advisors under this Agreement.  The Advisors shall be independent
contractors, and nothing in this Agreement shall be deemed or construed to (i) create
a partnership or joint venture between the Company or any other member of the
Nuveen Group and the Advisors or among the Advisors, (ii) cause the
Advisors to be responsible in any way for the debts, liabilities or obligations
of the Company or any other party, or (iii) cause the Advisors or any of
their employees, partners or members to be officers, employees or agents of the
Company or any other member of the Nuveen Group.


 


5.             Other
Activities of Advisors; Investment Opportunities.  The Company acknowledges and agrees that
neither the Advisors nor any of the Advisors’ employees, officers, directors,
affiliates or associates (collectively, the “Advisors Group”) shall be
required to devote full time and business efforts to the duties of the Advisors
specified in this Agreement, but instead shall devote only so much of such time
and efforts as the Advisors reasonably deem necessary.  The Company further acknowledges and agrees
that members of the Advisors Group are engaged in the business of investing in,
acquiring and/or managing businesses for their own account, for the account of
their affiliates and associates and for the account of other unaffiliated
parties, and understands that the Advisors plan to continue to be engaged in
such business (and other business or investment activities) during the term of
this Agreement.  The Advisors make no
representations or warranties, express or implied, in respect of the services
to be provided by 


 


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the Advisors Group.  Except as
the Advisors may otherwise agree in writing after the date hereof: (a) each
member of the Advisors Group shall have the right to, and shall have no duty
(contractual or otherwise) not to, directly or indirectly (i) engage in
the same or similar business activities or lines of business as the members of
the Nuveen Group or (ii) do business with any client or customer of the
members of the Nuveen Group; (b) no member of the Advisors Group shall be
liable to any member of the Nuveen Group for breach of any duty (contractual or
otherwise) by reason of any of the activities described in (i) or (ii) or
of such member’s participation therein; and (c) in the event that any
member of the Advisors Group acquires knowledge of a potential transaction or
matter that may be a corporate opportunity for any member of the Nuveen Group,
on the one hand, and such member of the Advisors Group, on the other hand, or
any other person or entity, no member of the Advisors Group shall have any duty
(contractual or otherwise) to communicate or present such corporate opportunity
to the Company or any other member of the Nuveen Group, and, notwithstanding
any provision of this Agreement to the contrary, no member of the Advisors
Group shall be liable to any member of the Nuveen Group for breach of any duty
(contractual or otherwise) by reason of the fact that any member of the
Advisors Group directly or indirectly pursues or acquires such opportunity for
itself, directs such opportunity to another person or entity, or does not
present such opportunity to any member of the Nuveen Group.  In no event will any member of the Advisors
Group be liable to any member of the Nuveen Group for any indirect, special,
incidental or consequential damages, including lost profits or savings, whether
or not such damages are foreseeable, or in respect of any liabilities relating
to any third party claims (whether based in contract, tort or otherwise) other
than for claims relating to the services which may be provided by the Advisors
hereunder (subject to Section 8 hereof).


 


6.             Financing
Fees.


 


(a)           At
the time of any equity or debt financing for Holdings, the Company or any of
their respective subsidiaries that occurs after the date hereof and that is
provided by either or both of the Sponsors or their respective affiliates, the
Company shall pay to the Advisors, as well as to the other investors in Windy
City Investments Holdings, LLC, that participate in such financing, in cash an
aggregate placement fee equal to up to four percent (4%) of the gross amount of
any equity financing provided by such investors or its affiliates and up to two
and a half percent (2.5%) of the gross amount of any debt financing provided by
the Sponsors or their respective affiliates, provided that, in each case, MDP
and Merrill shall determine in their joint discretion how large a fee, if any,
to which the Advisors shall be entitled, up to the foregoing caps.


 


(b)           Any
payment pursuant to this Section 6 shall be made in cash by wire
transfer(s) of immediately available funds to or among one or more
accounts as designated from time to time by the Advisors to the Company in
writing.


 


7.             Term.  This Agreement shall commence effective as of
the date hereof and shall remain in effect until the date on which none of the
Sponsors nor any of their respective affiliates hold directly or indirectly any
equity securities of Holdings or its successors.  In addition, MDP may terminate this Agreement
at any time upon written notice to the Company, such termination to be effective
upon the Company’s receipt of such written notice.  No termination of this Agreement, whether
pursuant to this Section 7 or otherwise, shall affect the Company’s



 


3

















 


obligations with respect to the fees, costs and expenses incurred by
the Advisors in rendering services hereunder and not reimbursed by the Company
as of the effective date of such termination. 
In addition, the provisions of Sections 8, 9, 16, 17
and 20 shall survive the termination of this Agreement and remain
binding and in effect.


 


8.             Liability.  No member of the Advisors Group (including
any person or entity acting for or on behalf of the Advisors) shall be liable
for any mistakes of fact, errors of judgment, or losses sustained by the
Company or any other members of the Nuveen Group or for any acts or omissions
of any kind (including acts or omissions of the Advisors), except to the extent
caused by intentional misconduct of the applicable Advisors as finally
determined by a court of competent jurisdiction.


 


9.             Indemnification
of Advisors.  If and to the extent
MDP, in its sole discretion, requests, the Company and the other members of the
Nuveen Group hereby agree to jointly and severally indemnify and hold harmless
the Advisors and their present and future officers, directors, affiliates,
employees and agents (“Indemnified Parties”) from and against all
losses, claims, liabilities, suits, costs, damages and expenses (including
attorneys’ fees) arising from their performance of services hereunder.  The Company and the other members of the
Nuveen Group further agree to reimburse the Indemnified Parties on a monthly
basis for any cost of defending any action or investigation (including
attorneys’ fees and expenses), subject to an undertaking from such Indemnified
Party to repay the Company if such party is determined not to be entitled to
such indemnity.


 


10.           Assignment.  Without the consent of the Advisors, the
Company shall not assign, transfer or convey any of its rights, duties or
interest under this Agreement, nor shall it delegate any of the obligations or
duties required to be kept or performed by it hereunder.  The Advisors shall not assign, transfer or
convey any of their rights, duties or interest under this Agreement, nor shall
they delegate any of their obligations or duties required to be kept or
performed under this Agreement, except that the Advisors may transfer their
rights and delegate their obligations hereunder to (i) their respective
affiliates or (ii) to each other.


 


11.           Notices.  All notices, demands, or other communications
to be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given or made when (i) delivered
personally to the recipient, (ii) telecopied to the recipient (with hard
copy sent to the recipient by reputable overnight courier service (charges
prepaid) that same day) if telecopied before 5:00 p.m. Chicago, Illinois
time on a business day, and otherwise on the next business day, (iii) one
business day after being sent to the recipient by reputable overnight courier
service (charges prepaid) or (iv) received via electronic mail by the
recipient (with hard copy sent to the recipient by reputable overnight courier
service (charges prepaid) that same day) if received via electronic mail before
5:00 p.m. Chicago, Illinois time on a business day, and otherwise on the
next business day after such receipt. 
Such notices, demands, and other communications shall be sent to the
address for such recipient indicated below:


 


 


	
  If to the Company:

  	
   

  	
  Nuveen Investments, Inc.

  
	
   

  	
   

  	
  333 W. Wacker Drive

  
	
   

  	
   

  	
  Chicago, IL 60606

  



 


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  Facsimile: (312) 917-7952

  
	
   

  	
   

  	
  Attention: John L. MacCarthy, Esq

  
	
   

  	
   

  	
   

  
	
  If to the Advisors:

  	
   

  	
  Madison Dearborn Partners V-B, L.P.

  
	
   

  	
   

  	
  Three First National Plaza

  
	
   

  	
   

  	
  38th Floor

  
	
   

  	
   

  	
  Chicago, Illinois 60602

  
	
   

  	
   

  	
  Facsimile: (312) 895-1056

  
	
   

  	
   

  	
  Telephone: (312) 895-1000

  
	
   

  	
   

  	
  Electronic Mail: mtresnowski@MDCP.com

  
	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with copies to (which shall not constitute notice):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kirkland & Ellis LLP

  
	
   

  	
   

  	
  200 East Randolph Drive

  
	
   

  	
   

  	
  Chicago, IL 60601

  
	
   

  	
   

  	
  Facsimile: (312) 861-2200

  
	
   

  	
   

  	
  Telephone: (312) 861-2000

  
	
   

  	
   

  	
  Electronic Mail:

  	
  rporter@kirkland.com

  
	
   

  	
   

  	
   

  	
  rhayward@kirkland.com

  
	
   

  	
   

  	
  Attention: 

  	
  Richard W. Porter, P.C.

  
	
   

  	
   

  	
   

  	
  Robert M. Hayward, Esq.

  
					



 


or to
such other address or to the attention of such other person as the recipient
party has specified by prior written notice to the sending party.


 


12.           Severability.  Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal, or unenforceable in any respect under any applicable law or rule in
any jurisdiction, such invalidity, illegality, or unenforceability will not
affect any other provision or the effectiveness or validity of any provision in
any other jurisdiction, and this Agreement will be reformed, construed, and
enforced in such jurisdiction as if such invalid, illegal, or unenforceable
provision had never been contained herein.


 


13.           No
Waiver.  The failure by any party to
exercise any right, remedy or elections herein contained or permitted by law
shall not constitute or be construed as a waiver or relinquishment for the
future exercise of such right, remedy or election, but the same shall continue
and remain in full force and effect.  All
rights and remedies that any party may have at law, in equity or otherwise upon
breach of any term or condition of this Agreement, shall be distinct, separate
and cumulative rights and remedies and no one of them, whether exercised or
not, shall be deemed to be in exclusion of any other right or remedy.


 


14.           Amendment.  The provisions of this Agreement may be
amended or modified only with the prior written consent of the Company and
MDP.  No other Advisor’s consent is 


 


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required to amend or modify this Agreement, except that the consent of
each Advisor is required to the extent that an amendment imposes any additional
obligation or liability on the Advisor.


 


15.           Entire
Agreement.  This Agreement contains
the entire agreement between the parties hereto with respect to the matters
herein contained and any agreement hereafter made shall be ineffective to
effect any change or modification, in whole or in party, unless such agreement
is in writing and signed by the party against whom enforcement of the change or
modification is sought.


 


16.           Applicable
Law.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York, without giving effect to any choice of law or conflict of law rules or
provisions (whether of the State of New York or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the
State of New York.


 


17.           MUTUAL
WAIVER OF JURY TRIAL.  BECAUSE
DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND
ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH
APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE
PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS.  THEREFORE, TO ACHIEVE
THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION,
EACH PARTY TO THIS AGREEMENT (INCLUDING THE COMPANY) HEREBY WAIVES ALL RIGHTS
TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY
DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN
CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR
INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE
RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER.


 


18.           Successors.  This Agreement and all the obligations and
benefits hereunder shall inure to the successors and permitted assigns of the
parties.


 


19.           Counterparts.  This Agreement may be executed in multiple
counterparts with the same effect as if all signing parties had signed the same
document.  All counterparts shall be
construed together and constitute the same instrument.


 


20.           Confidentiality.   The Company may not disclose the terms of
this Agreement except as may be required by applicable law or the rules of
any exchange on which the Company’s or its affiliates’ securities are traded.


 


*       *       *       *


 


6














 


IN WITNESS WHEREOF, the parties hereto have caused
this Services Agreement to be executed and delivered as of the date first above
written.


 


 


	
   

  	
  MADISON
  DEARBORN PARTNERS V-B, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Madison Dearborn
  Partners V-B, L.P.

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Madison Dearborn
  Partners, LLC

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy M. Hurd

  
	
   

  	
  Name:

  	
  Timothy M. Hurd

  
	
   

  	
  Title:

  	
  Managing Director

  
				



 


Signature Page to Services
Agreement


 

















 


	
   

  	
  MLGPE
  U.S. STRATEGIES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael S. Rubinoff

  
	
   

  	
  Name:

  	
  Michael S. Rubinoff

  
	
   

  	
  Title:

  	
  Managing Director

  



 


Signature Page to Services
Agreement


 

















 


	
   

  	
  DLJ
  MERCHANT BANKING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth Lohsen

  
	
   

  	
  Name:

  	
  Kenneth Lohsen

  
	
   

  	
  Title:

  	
  Vice President

  



 


Signature Page to Services
Agreement


 

















 


	
   

  	
  DB
  INVESTMENT PARTNERS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Thomas Iben

  
	
   

  	
  Name:

  	
  Michael Thomas Iben

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph J. Rice

  
	
   

  	
  Name:

  	
  Joseph J. Rice

  
	
   

  	
  Title:

  	
  Director

  



 


Signature Page to Services
Agreement


 

















 


	
   

  	
  NUVEEN
  INVESTMENTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Larry W. Martin

  
	
   

  	
  Name:

  	
  Larry W. Martin

  
	
   

  	
  Title:

  	
  Vice President And
  Assistant Secretary

  



 


Signature Page to Services
Agreement


 

















 


	
   

  	
  BAMCO,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Linda S. Martinson

  
	
   

  	
  Name:

  	
  Linda S. Martinson

  
	
   

  	
  Title:

  	
  President & COO

  



 


Signature Page to Services
Agreement