Exhibit
10.22


 


NUVEEN INVESTMENTS 2009 MUTUAL FUND INVESTMENT PLAN


 


Nuveen Investments, Inc.
(the “Company”) hereby establishes the Nuveen Investments 2009 Mutual Fund
Investment Plan for the benefit of eligible Participants (as hereinafter
defined) for the purposes hereinafter set forth.


 


ARTICLE I


DEFINITIONS


 


Whenever used in the
Plan, the following terms have the meanings set forth below, and when the
meaning is intended, the initial letter of the word is capitalized:


 


“Affiliate” means any corporation, including a
Nuveen Subsidiary, that is a parent or subsidiary corporation (as Code Sections
424(e) and (f) define those terms) with respect to the Company.


 


“Award” shall mean an award of Restricted Units.


 


“Award
Agreement” means
an agreement entered into between the Company and a Participant setting forth
the terms and provisions applicable to an Award or Awards granted to the
Participant.


 


“Award
Date” shall mean,
with respect to any Award, the date of the grant or award as specified in the
Award Agreement.


 


“Beneficiary” shall mean (i) in the event of the
Disability or incompetence of a Participant, the person or persons who shall
have acquired on behalf of such Participant by legal proceeding or otherwise
the right to receive the benefits specified under this Plan, or (ii) in the
event of a Participant’s death, the person, persons, trust or trusts that the
Participant has designated in his or her most recent written beneficiary
designation filed with the Company in accordance with Section 10.2, to receive
the benefits specified under this Plan, or, if there is no designated
Beneficiary or surviving designated Beneficiary, then the person, persons,
trust or trusts entitled by will or the laws of descent and distribution to
receive such benefits.


 


“Board” shall mean the board of directors of the
Company.


 


“Cause” shall have the meaning set forth in any
employment, consulting, or other written agreement between an Employer and the
Participant.  If there is no employment,
consulting, or other written agreement between an Employer and the Participant,
or if such agreement does not define “Cause,” then “Cause” shall mean (i) the
willful and continued failure of the Participant to perform substantially the
Participant’s duties with the Company or an Affiliate (other than any such
failure resulting from incapacity due to physical or mental illness), after a
written demand for substantial performance is delivered to the Participant by
the Board or its representatives, which specifically identifies the manner in
which the Board believes that the Participant has not substantially performed
the Participant’s duties; (ii) the willful engaging by the Participant in
illegal conduct or gross misconduct that is materially and demonstrably
injurious to the Company or its Affiliates; (iii) conviction of a felony or
entry of a guilty or nolo contendere plea by the Participant with respect
thereto; (iv) to the extent applicable, a material breach by the 


 

















 


Participant of the
restrictive covenants included in the Participant’s employment agreement; or (iv)
a willful or reckless violation of a material regulatory requirement, or of any
material written policy or procedure of the Participant’s Employer, that is
materially and demonstrably injurious to the Company or an Affiliate.  For purposes of this provision, no act or
failure to act on the part of the Participant shall be considered “willful”
unless it is done, or omitted to be done, by the Participant in bad faith or
without reasonable belief that the Participant’s act or omission was in the
best interests of the Company.  Any act,
or failure to act, based upon express authority given pursuant to a resolution
duly adopted by the Board with respect to such act or omission or based upon
the advice of counsel for the Company shall be conclusively presumed to be
done, or omitted to be done, by the Participant in good faith and in the best
interests of the Company.


 


“Change
of Control” means (i) a Sale of the Company (as defined in the
LLC Agreement on the date hereof) or (ii) any other transaction or series of
related transactions that both (A) is a transaction or series of transactions
which would result in an “assignment” of investment advisory contracts or
investment management contracts of the Company and Nuveen Subsidiaries having
occurred under the Investment Company Act or the Investment Advisers Act, and (B)
results in any Person and its Affiliates (other than Madison Dearborn) holding
Securities with a greater Liquidation Value than Madison Dearborn collectively
holds immediately following such transaction or series of related transactions
(as all capitalized terms used in this clause (ii) are defined in the LLC
Agreement on the date hereof).  For the
avoidance of doubt, the definition of Change in Control as used in this Plan may
be amended only as provided in Article VIII of this Plan.


 


“Code” shall mean the Internal Revenue Code of
1986, as amended.


 


“Company” shall mean Nuveen Investments, Inc., and
its successors.


 


“Good
Reason” shall
have the specific meaning set forth in any written employment or consulting
agreement between an Employer and the Participant.  If the Participant is not a party to a
written employment or consulting agreement with an Employer, or if such
agreement does not define “Good Reason,” then the concept of “Good Reason” as
used in this Plan, and rights or obligations attendant thereto, shall not apply
to the Participant.


 


“Disability” shall have the meaning set forth in any
employment, consulting, or other written agreement between an Employer and the
Participant.  If there is no employment,
consulting, or other written agreement between an Employer and the Participant,
or if such agreement does not define “Disability,” then “Disability” shall mean
the Participant’s inability, due to illness, accident, injury, physical or
mental incapacity or other disability, to carry out effectively the Participant’s
duties and obligations to the Company or any of its Affiliates or, if
applicable based on the Participant’s position, to participate effectively and
actively in the management of the Company or any of its Affiliates for a period
of at least 90 consecutive days or for shorter periods aggregating at least 120
days (whether or not consecutive) during any twelve month period, as determined
in the reasonable judgment of the Board. 
A Disability shall be deemed to have occurred on the date that either
the Participant or the Participant’s personal representative or legal guardian,
on the one hand, or the Company, on the other hand, provides notice to the
other party of the satisfaction of each of the requirements to constitute a
Disability set forth above or on such other date as the parties shall mutually
agree.


 


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“Effective
Date” shall mean June
30, 2009.


 


“Employee” means a person employed by the Company
or an Affiliate in a common law employee-employer relationship.


 


“Employer” shall mean the Company with respect to
its employees and each Affiliate or Nuveen Subsidiary with respect to its
employees.


 


“Exchange
Act” shall mean
the Securities Exchange Act of 1934, as amended.


 


“Fair
Market Value” of
a share of a Fund shall mean (i) with respect to each Fund that is an open-end
investment company, such Fund’s net asset value per share, which is determined
as of the close of trading (normally 4:00 p.m. New York time) on each day the
New York Stock Exchange is open for business and (ii) with respect to each Fund
that is a closed-end investment company, the last sales prices on the exchange
or market designated by the Fund as the principal exchange for the Fund’s
common shares.  Net asset value is
calculated for each class of shares of each Fund that is an open-end investment
company by taking the value of the class’ total assets, including interest or
dividends accrued but not yet collected, less all liabilities, and dividing by
the total number of shares outstanding. 
The result, rounded to the nearest cent, is the net asset value per
share.  All valuations are subject to
review by the Funds’ Board of Trustees or its delegate.  “Fair Market Value” of other property shall
be determined by the Company.


 


“Fund” shall mean a
registered investment company, as defined in the Investment Company Act,
sponsored by the Company or a Nuveen Subsidiary.


 


“Investment
Company Act” shall mean the Investment Company Act of 1940, as
amended, and the rules and regulations promulgated thereunder by the Securities
and Exchange Commission.


 


“LLC
Agreement” shall mean the Windy City Investments Holdings, LLC Amended and
Restated Limited Liability Agreement dated as of November 13, 2007.


 


“Nuveen
Subsidiary” shall
mean any corporation, limited liability company, or other entity, of which 50%
or more of the normal voting power for the election of directors or other
managers is owned, directly or indirectly, by the Company.


 


“Participant” shall mean an Employee to whom the
Company has granted an Award under the Plan.


 


“Plan” shall mean this Nuveen Investments 2009
Mutual Fund Investment Plan.


 


“Restricted
Unit” shall mean
a share in one or more Funds, or the notional value of such a share, as set
forth in an Award Agreement, subject to restrictions on transferability, a risk
of forfeiture, and certain other terms and conditions under the Plan or
specified in an Award Agreement.  The
restrictions on and risk of forfeiture of Restricted Units generally will
expire on a specified date, upon the occurrence of an event and/or on an
accelerated basis under certain circumstances specified in the Plan or an Award
Agreement.


 


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“Restriction
Period” means the
period during which the transfer of Restricted Units is limited in some way, as
set forth in an Award Agreement, or the Restricted Units are not vested.


 


“Service” means the provision of services to the
Company or its Affiliates in the capacity of an Employee.


 


“Termination
of Service” shall
mean a cessation of the employee-employer relationship between a Participant
and an Employer (other than by reason of transfer of the employee to another
Employer), or the consummation of a transaction whereby a Participant’s
Employer (other than the Company) ceases to be an Affiliate.


 


ARTICLE II


ESTABLISHMENT, PURPOSE AND DURATION OF THE PLAN


 


2.1           Purpose.  The purposes of the plan are to enable the
Company and certain Affiliates (including a Nuveen Subsidiary) to attract and
retain exceptionally qualified Employees upon whom the sustained growth and
profitability of the Company and certain Affiliates (including a Nuveen
Subsidiary) will depend in large measure, to provide added incentive for such
individuals to enhance the value of the Company and its Affiliates.


 


2.2           Effective
Date and Duration of the Plan.  The
Plan will commence on the Effective Date, as described in Article I.  The Company may make Awards under the Plan at
any time after the Effective Date and before the termination of the Plan.  The Plan will terminate on the date on which
the Company terminates the Plan in accordance with Article VIII; provided,
however, that upon Plan termination, all Awards outstanding under the Plan will
continue to have full force and effect in accordance with the terms of the
Award Agreement evidencing such Award.


 


ARTICLE III


ADMINISTRATION


 


3.1           In
General.  The Company shall
administer the Plan.  The Company may: (i)
delegate any of its authority with respect to the Plan to any one or more of
its officers or employees; and (ii) authorize any one or more of the Company’s
officers or employees to execute and deliver documents on behalf of the
Company.  No officer or employee of the
Company or any other delegatee shall be liable for any action, failure to act,
determination or interpretation made in good faith with respect to the Plan or
any transaction hereunder.


 


3.2           Authority
of the Company.  Subject to the
express provisions of the Plan, the Company alone (and not any delegatee of the
Company) shall have the authority to select individuals for participation in
the Plan, determine the types, sizes, terms and provisions of Awards (which
need not be identical), modify the terms of any Award, and authorize the
exchange or replacement of Awards; provided,
however, that no such modification, exchange or substitution shall
be to the detriment of a Participant with respect to any Award previously
granted without the affected Participant’s written consent.  Subject only to compliance with the express
provisions of the Plan, the Company may act in its sole and absolute discretion
in performing the duties specifically set forth in the preceding sentence and
other duties under the Plan.


 


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The duties of the Company
or its delegatee shall also include, but shall not be limited to, making
disbursements and settlements of Awards, creating trusts, and determining
whether to accelerate the vesting of, or the lapsing of restrictions or risk of
forfeiture with respect to Restricted Units. 
Subject only to compliance with the express provisions of the Plan, the
Company or its delegatee may act in its sole and absolute discretion in
performing the duties specifically set forth in the preceding sentence and
other duties under the Plan.


 


3.3           Company’s
Decisions Binding.  Subject to Section
3.1 above and the express provisions of the Plan, the Company or its delegatee
shall have the authority to construe and interpret the Plan and any Award
Agreement, to define the terms used in the Plan and any Award Agreement, to
prescribe, amend and rescind rules and regulations relating to administration
of the Plan and to make all other determinations necessary or advisable for the
administration of the Plan.  The
determinations of the Company or its delegatee on the foregoing matters shall
be conclusive and binding on all parties.


 


ARTICLE IV


ELIGIBILITY AND PARTICIPATION


 


4.1           Eligibility.  An Employee may be eligible to receive an
Award and participate in the Plan upon selection and approval by the Company.


 


4.2           Participants.  An individual who has received an Award may,
if otherwise eligible, be granted additional Awards if the Company shall so
determine, but no individual will have the right to receive an Award under the
Plan, or, having received any Award, to receive a future Award.  Awards granted under the Plan may be
terminated or forfeited upon the occurrence of such events or in such
circumstances, including at or following a Participant’s Termination of
Service, as specified in the Plan or an Award Agreement.


 


ARTICLE V


AWARDS UNDER THE PLAN


 


5.1           In
General.  The Company may award
Restricted Units in accordance with the provisions of the Plan and on such
other terms and conditions as are not inconsistent with the purposes and
provisions of the Plan.  Awards granted
under the Plan may be granted either alone or in addition to, in tandem with,
or in substitution for, any other Award granted under the Plan or any award granted
under any other plan of the Company or any Affiliate, or any other right of a
Participant to receive payment from the Company or an Affiliate.


 


After the Company has approved the grant of an Award
to a Participant and established the applicable terms and conditions of the
Award applicable to such Participant, such Participant shall be given written
confirmation of such Award.


 


ARTICLE VI


RESTRICTED UNITS


 


6.1           Grant
of Restricted Units  Subject to the
terms and provisions of the Plan, the Company may, at any time and from time to
time, grant Restricted Units to any individual listed 


 


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in Section 4.1 in the number and form, and subject to
such restrictions on transferability and such other restrictions as the Company
may determine in its discretion.


 


6.2           Award
Agreement.  Each grant of Restricted
Units will be evidenced by an Award Agreement that specifies the Restriction
Period, the number of Restricted Units granted, and such other provisions as
the Company determines.


 


6.3           Other
Restrictions.  The Company may impose
such other conditions or restrictions on any Restricted Units as it deems
advisable, including, without limitation, restrictions based upon the
achievement of specific performance objectives (Company-wide, business unit,
individual, or any combination of them), time-based restrictions on vesting,
clawback provisions and restrictions under applicable federal or state
securities laws.  The Company may provide
that restrictions established under this Section 6.3 as to any given Award will
lapse all at once or in installments.


 


6.4           Vesting
of Awards.  Except as otherwise
provided in this Article VI or in the applicable Award Agreement, shares of the
Funds covered by each Restricted Units grant will become freely transferable by
the Participant after the last day of the applicable Restriction Period.


 


6.5           Termination
of Service.  Each Award Agreement
will set forth the extent to which the Participant has the right to retain
unvested Restricted Units after his or her Termination of Service.  These terms will be determined by the
Company, in its sole discretion, need not be uniform among all Awards of
Restricted Units, and may reflect, among other things, distinctions based on
the reasons for termination of Service.


 


6.6           Voting
and Dividend Rights.  During the
Restriction Period and through the date such Restricted Units are forfeited
pursuant to Section 6.2, 6.3 or 6.5, a Participant shall not have voting rights
with respect to Restricted Units, unless otherwise set forth in the applicable
Award Agreement.  The dividend rights of
a Participant, if any, with respect to Restricted Units shall be as set forth
in the applicable Award Agreement.


 


6.7           Funded
Awards.  Notwithstanding the
foregoing and as provided in an Award Agreement, an Award may in the Company’s
discretion be funded through an irrevocable nonexempt employees’ trust that is
intended to be a taxable trust pursuant to Sections 641 et seq.
of the Code (and not intended to be a “grantor trust” pursuant to Sections 671
through 679 of the Code) and, to the extent applicable, comply with Revenue
Ruling 2007-48


 


6.8           Unfunded
Awards.  In lieu of an Award being
made pursuant to Section 6.1 or Section 6.7 above, a notional account may be
established pursuant to an Award, as provided in the Award Agreement and
subject to the restrictions of the Award, (a) under which an amount equal to
the value underlying shares of the Award or some other unit of measurement as
specified in the Award Agreement shall be credited and (b) the ongoing value of
such account shall be the Fair Market Value of any unvested and unpaid
underlying shares.  The account shall be
payable in cash or in underlying shares of the Award, as provided in the Award
Agreement.


 


6.9           Code
Section 409A.  Notwithstanding
anything in the Plan or an Award Agreement to the contrary, all distributions
and payments to Participants under the Plan shall be 


 


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structured so as to comply
with Section 409A of the Code and the interpretative guidance thereunder,
including the exception for short-term deferrals.


 


ARTICLE VII


RESTRICTIVE COVENANTS


 


Notwithstanding any other
provision of this Plan to the contrary, if a Participant breaches any
non-compete, non-solicitation, non-disclosure or other provisions of an
employment, consulting, or other written agreement between an Employer and the
Participant, whether during or after Termination of Service, in addition to any
other penalties or restrictions that may apply under such agreement, state law,
or otherwise, the Participant will forfeit any and all unvested Awards granted
to him or her.


 


ARTICLE VIII


AMENDMENT AND TERMINATION OF PLAN AND AWARDS


 


Notwithstanding anything
herein to the contrary, the Company may, at any time and from time to time,
terminate or suspend the Plan or amend or modify any of its provisions and the
terms and provisions of any Awards theretofore made to Participants that have
not been settled; and provided, further,
that, without the consent of an affected Participant, no termination,
suspension, amendment, or modification of the Plan or any outstanding Award may
impair the rights of such Participant under any Award theretofore granted.


 


ARTICLE IX


RESTRICTIONS ON TRANSFERABILITY


 


Except as otherwise
provided by the Company, Awards under the Plan are not transferable other than
to a Beneficiary designated by the Participant in the event of a Participant’s
death, or by will or the laws of descent and distribution.


 


Except as otherwise
provided in a Participant’s Award Agreement, no Restricted Units granted under
the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution, or
pursuant to a domestic relations order (as defined in Code Section 414(p)).  All rights with respect to Restricted Units
will be available during the Participant’s lifetime only to the Participant or
his or her guardian or legal representative. 
The Company may, in its discretion, require a Participant’s guardian or
legal representative to supply it with the evidence the Company deems necessary
to establish the authority of the guardian or legal representative to act on
behalf of the Participant.


 


ARTICLE X


OTHER PROVISIONS


 


10.1         Awards
Subject to Applicable Laws.  The
grant of Awards hereunder shall be subject to all applicable rules and
regulations of governmental authorities. 
Each Award shall be subject to the requirement that, if at any time the
Company shall determine, in its discretion, that the listing, registration or
qualification of the shares covered thereby upon any securities exchange or
under any state or federal law, or the consent or approval of any governmental 


 


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regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such Award or the purchase
of shares thereunder, the Company’s obligation to deliver shares shall be
conditioned upon such listing, registration, qualification, consent or
approval, which shall have been effected or obtained free of any conditions not
acceptable to the Company.


 


10.2         Beneficiary
Designation.  Each Participant may,
from time to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
in case the Participant should die before receiving any or all of his or her
Plan benefits.  Each beneficiary
designation will revoke all prior designations by the same Participant, must be
in a form prescribed by the Company, and must be made during the Participant’s
lifetime.  If the Participant’s
designated beneficiary predeceases the Participant or no beneficiary has been
designated, benefits remaining unpaid at the Participant’s death will be paid
to the Participant’s estate or other entity described in the Participant’s
Award Agreement.


 


10.3         Rights
of Participants and Beneficiaries.


 


(a)           Nothing
contained in the Plan (or in any documents evidencing an Award) shall confer
upon any Participant any right to continue in the Service or employ of his or
her Employer or constitute any contract or agreement of employment or Service,
or interfere in any way with the right of such Employer to reduce such
Participant’s compensation from the rate in effect at the time of an Award or
to terminate such Participant’s employment or Service with or without cause,
but nothing contained herein or in any document evidencing an Award shall
affect any other contractual rights of a Participant.  No Participant or other person shall have any
claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of Participants.


 


(b)           All
settlements of Awards shall be made hereunder only to the Participant or his or
her Beneficiary entitled thereto pursuant to the Plan.  Neither the Company nor any Affiliate shall
be liable for the debts, contracts, or engagements of any Participant or his or
her Beneficiary, and rights relating to Awards under this Plan may not be taken
in execution by attachment or garnishment, or by any other legal or equitable
proceeding while in the hands of an Employer; nor shall any Participant or his
or her Beneficiary have any right to assign, pledge or hypothecate any benefits
or rights hereunder.


 


10.4         Governing
Law.  To the extent not preempted by
federal law, this Plan, any Award Agreement, and documents evidencing Awards or
rights relating to Awards shall be construed, administered and governed in all
respects under and by the laws of the State of Delaware, without giving effect to its conflict
of laws principles.  If any provision of
this Plan shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective.


 


10.5         Withholding.  The Company (or if the Award is funded
through a trust pursuant to Section 6.7, a trustee) shall have the right to
deduct any sums that federal, state, local or foreign tax laws may require to
be withheld with respect to Awards, settlement of Awards, and the payment of
dividends and interest with respect to Awards.


 


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Unless the Award Agreement permits the Participant to
pay the required withholding amount in cash, upon the vesting of Restricted
Units the Company (or, if the Award is funded through a trust pursuant to Section
6.7, a trustee) will withhold the minimum portion of the underlying Restricted
Units that have vested necessary to satisfy its tax withholding
obligation.  Subject to the rules and
regulations of the Company, this authority shall permit (but shall not
obligate) the Company or trustee to withhold and to make cash payments in
respect thereof in satisfaction of a Participant’s tax obligations, including
tax obligations in excess of mandatory withholding requirements (but not in
excess of the maximum marginal tax rate). 
The Company may also require, as a condition to issuing or delivering
Fund shares or to payment of dividends or interest with respect to Awards, that
the Participant pay to the Company or trustee any sums that may be required to
satisfy any applicable withholding tax, and unless otherwise determined by the
Company, the minimum withholding requirement may be settled with Fund shares,
including underlying Restricted Units that are part of the Award, that give
rise to the withholding requirement, in accordance with procedures established
by the Company.  The Company shall not
have an obligation to advise any Participant of the existence of any tax or the
amount that the Company or trustee will be required to withhold.


 


10.6         Awards
to Foreign Nationals and Employees Outside the United States.  To the extent the Company deems it necessary,
appropriate or desirable to comply with foreign law of practice and to further
the purposes of this Plan, the Company may, without amending the Plan, (i) establish
rules applicable to Awards granted to Participants who are foreign nationals,
are employed outside the United States, or both, including rules that differ
from those set forth in this Plan, and (ii) grant Awards to such Participants
in accordance with those rules.


 


10.7         Notice.  Any notice or other communication required or
permitted under the Plan must be in writing and must be delivered personally,
sent by certified, registered or express mail, or sent by overnight courier, at
the sender’s expense.  Notice will be
deemed given when delivered personally or, if mailed, three days after the date
of deposit in the United States mail or, if sent by overnight courier, on the
regular business day following the date sent. 
Notice to the Company should be sent to Nuveen Investments, Inc., 333
West Wacker Drive, Chicago, IL 60606, Attention: General Counsel.  Notice to the Participant should be sent to
the address set forth on the Company’s records. 
Either party may change the address to whom the other party must give
notice under this Section by giving the other party written notice of such
change, in accordance with the procedures described above.


 


10.8         Indemnification.  Any individual or individuals to whom the
Company has delegated authority under Article III of the Plan will be
indemnified and held harmless by the Company from and against any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by him or
her in connection with or as a result of any claim, action, suit or proceeding
to which he or she may be a party or in which he or she may be involved by
reason of any action taken, or failure to act, under the Plan.  Each such person will also be indemnified and
held harmless by the Company from and against any and all amounts paid by him
or her in a settlement approved by the Company, or paid by him or her in
satisfaction of any judgment, of or in a claim, action, suit or proceeding
against him or her and described in the previous sentence, so long as he or she
gives the Company an opportunity, at its own expense, to handle and defend the
claim, action, suit or proceeding before he or she undertakes to handle and
defend it.  The foregoing right of
indemnification will not be exclusive of any other rights of indemnification to



 


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which a person who is or has been a member of the
Company may be entitled under the Company’s Charter or By-Laws, as a matter of
law, or otherwise, or any power that the Company may have to indemnify him or
her or hold him or her harmless.


 


10.9         Legal
Construction.


 


(a)           Except
where otherwise indicated by the context, any plural term used in this Plan
includes the singular and a singular term includes the plural.


 


(b)           The
granting of Awards and the issuance of Fund shares and/or cash payouts  under the Plan will be subject to all applicable laws,
rules, and regulations, and to any approvals by governmental agencies or
national securities exchanges as may be required.


 


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