AGREEMENT AND PLAN OF MERGER

by and among

WINDY CITY INVESTMENTS, INC.

WINDY CITY ACQUISITION CORP.

and

NUVEEN INVESTMENTS, INC.

Dated as of June 19, 2007

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of June 19, 2007 by and among Windy City Investments, Inc., a Delawarecorporation ("Parent"), Windy City Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and Nuveen Investments, Inc., a Delaware corporation (the "Company"). Capitalized terms used herein shall have their respective meanings set forth in Section 1.1 hereof.

RECITALS

WHEREAS, the parties intend that Merger Sub be merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the "Surviving Corporation"). The name of the Surviving Corporation shall be Nuveen Investments, Inc.;

WHEREAS, the board of directors of the Company (the "Company Board"), acting upon the recommendation of the Special Committee, has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend that the stockholders of the Company adopt this Agreement;

WHEREAS, the board of directors and stockholders of each of Parent and Merger Sub have approved and adopted this Agreement and declared it advisable for Parent and Merger Sub, respectively, to enter into this Agreement;

WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement to the Companys willingness to enter into this Agreement, each of the Guarantors is entering into a limited guarantee (each, a "Guarantee") in favor of the Company with respect to certain of Parents obligations under this Agreement; and

WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe certain conditions to the Merger, as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and of the representations, warranties, covenants and agreements contained in this Agreement, the parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Definitions. For purposes of this Agreement, the following terms have the following meanings when used herein with initial capital letters:

(1) "12b-1 Plan" means any distribution plan adopted by a Public Fund in accordance with Rule 12b-1 under the Investment Company Act.

(2) "Acceptable Confidentiality Agreement" means a confidentiality agreement with any Person that contains confidentiality provisions that are not materially less restrictive in the aggregate to such Person than those provisions contained in the Confidentiality Agreement are to Madison Dearborn Partners, LLC.

(3) "Acquiror Disclosure Letter" has the meaning set forth in Article IV.

(4) "Adjusted Assets Under Management" means, for any Client as of any date, the amount of assets under management, expressed in U.S. dollars, by the Company or any Subsidiary for such Client as of the Base Date, as adjusted, for purposes of determining whether the Revenue Run-Rate Requirement is satisfied, (a) to reflect net cash flows (additions and withdrawals and, with respect to Public Funds, exclusive of dividends or distributions or reinvestment of dividends or distributions), new accounts and terminated accounts or accounts for which the Company or any Subsidiary has received notification of termination (which notification has not been withdrawn prior to the date of determination) from and after the Base Date through the last Business Day of the most recently completed month (or, in the case of any Specified Symphony Fund, the date determined by reference to the entry under the caption "Adjusted Assets Under Management Calculation Date" set forth opposite such Specified Symphony Funds name in Section 1.1(c) of the Company Disclosure Letter) prior to such day, (b) to exclude any increase or decrease in assets under management due to market appreciation or depreciation or currency fluctuations from and after the Base Date and (c) to exclude any Client accounts that require a Public Fund Consent or a Non-Public Fund Client Consent and with respect to which the Company or the applicable Subsidiary shall not have obtained (or shall not be deemed to have obtained as contemplated by Section 5.14) a Public Fund Consent or Non-Public Fund Client Consent, as the case may be, as of such date; provided that (i) any assets under management for any account for which any Person or any of its Affiliates acts as investment adviser and sub-adviser shall be counted only once, (ii) any assets under management for any set of accounts one of which invests in the other shall be counted only once if any Person or any of its Affiliates acts as investment adviser to both and (iii) any assets under an Investment Advisory Arrangement entered into under Rule 15a-4 of the Investment Company Act shall not be counted.

(5) "Advisers Act" means the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder by the SEC.

(6) "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with, such first Person; provided, that no Private Fund or Public Fund shall be deemed to be an Affiliate of the Company or any of its Subsidiaries. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by Contract or otherwise.

(7) "Affiliate Transaction" has the meaning set forth in Section 3.21.

(8) "Agreement" has the meaning set forth in the Preamble.

(9) "Aggregate Base Revenue Run-Rate" means the Revenue Run-Rate of the Company and its Subsidiaries as of the Base Date.

(10) "Alternative Acquisition Agreement" has the meaning set forth in Section 5.3(e).

(11) "Antitrust Division" has the meaning set forth in Section 5.8(a).

(12) "Base Date" means May 31, 2007 (or, in the case of any Specified Symphony Fund, the date set forth opposite such Specified Symphony Funds name under the caption "Base Date" in Section 1.1(c) of the Company Disclosure Letter).

(13) "Book-Entry Shares" has the meaning set forth in Section 2.2(c).

(14) "Broker-Dealer Subsidiary" has the meaning set forth in Section 3.7(e).

(15) "Business Day" means any day, other than Saturday, Sunday or a day on which banking institutions in Chicago, Illinois are generally closed.

(16) "Certificate" has the meaning set forth in Section 2.2(c).

(17) "Certificate of Merger" has the meaning set forth in Section 2.1(b).

(18) "Client" of a Person means any other Person to which such Person or any of its Affiliates provides investment management or investment advisory services, including any sub-advisory services, relating to securities or other financial instruments, commodities, real estate or any other type of asset, pursuant to an Investment Advisory Arrangement.

(19) "Closing" has the meaning set forth in Section 2.1(d).

(20) "Closing Date" has the meaning set forth in Section 2.1(d).

(21) "COBRA" has the meaning set forth in Section 3.13(f).

(22) "Code" means the Internal Revenue Code of 1986, as amended.

(23) "Committee Financial Advisor" has the meaning set forth in Section 3.19.

(24) "Common Stock" has the meaning set forth in the Section 3.3(a).

(25) "Company" has the meaning set forth in the Preamble.

(26) "Company 401(k) Plan" means the Nuveen Investments, LLC Employees 401(k)/Profit-Sharing Plan as in effect from time to time.

(27) "Company Benefit Plan" means each employment or consulting agreement with respect to which the Company or any of its Subsidiaries is a party and each "employee benefit plan" within the meaning of Section 3(3) of ERISA, including each multiemployer plan within the meaning of Section 3(37) of ERISA, and each other stock purchase, stock option, restricted stock, severance, retention, employment, consulting, change-of-control, bonus, incentive (equity-based or otherwise), deferred compensation, employee loan, welfare benefit, fringe benefit and other benefit plan, agreement, program, policy, commitment or other arrangement, whether or not subject to ERISA, in each case sponsored, maintained or contributed to, or required to be sponsored, maintained or contributed to, by the Company or any of its Subsidiaries or with respect to which the Company or any of its Subsidiaries has any liability, other than any plan, agreement, program, policy, commitment or other arrangement mandated by applicable Law; provided that the term "Company Benefit Plan" shall not include any employee benefit plan that would otherwise be considered to be a Company Benefit Plan solely because the Company or its Subsidiaries has liability with respect to it because of its status as a past, present or future Client of the Company or any of its Subsidiaries.

(28) "Company Board" has the meaning set forth in the Recitals.

(29) "Company Board Recommendation" has the meaning set forth in Section 3.2(a).

(30) "Company Certificate" means the Companys Restated Certificate of Incorporation, as amended.

(31) "Company Disclosure Letter" has the meaning set forth in Article III.

(32) "Company Material Adverse Effect" means any fact, event, circumstance, development, change, occurrence or effect that, individually or in the aggregate with all other facts, events, circumstances, developments, changes, occurrences or effects, (i) is materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, other than any fact, event, circumstance, development, change, occurrence or effect to the extent relating to: (A) (1) the economic, business, financial or regulatory environment generally affecting the investment management industry to the extent such fact, event, circumstance, development, change, occurrence or effect does not have a materially disproportionate effect on the Company, (2) an act of terrorism or an outbreak or escalation of hostilities or war (whether declared or not declared) or any natural disasters or any national or international calamity or crisis affecting the United States to the extent such fact, event, circumstance, development, change, occurrence or effect does not have a materially disproportionate effect on the Company, (3) changes in applicable Law or GAAP or the enforcement thereof after the date hereof to the extent such change or enforcement thereof does not have a materially disproportionate effect on the Company, (4) any reduction in the level of assets under management or revenue run rate of the Company in and of itself (for the avoidance of doubt, any underlying cause for any such reduction shall not be excluded by this clause (4)), (5) the failure of the Company to meet analysts expectations, projections or forecasts or changes in the market price or trading volume of the Companys securities, in each case, in and of itself (for the avoidance of doubt, any underlying cause for any such failure or changes shall not be excluded by this clause (5)), (6) any failure of the Company to take any action referred to in Section 5.1 due to Parents withholding of consent following written notice from the Company that the withholding of such consent would reasonably be expected to have a Company Material Adverse Effect (determined in accordance in accordance with the balance of this definition), or (7) any litigation arising from or relating to allegations of a breach of any fiduciary duty relating to this Agreement or the transactions contemplated hereby, or (B) the public announcement or pendency of this Agreement or the performance of and compliance with the terms of this Agreement, including losses or threatened losses of the relationships of the Company or any of its Subsidiaries with any Clients or the loss or departure of any officers or employees of the Company or any of its Subsidiaries; or (ii) that prevents or materially delays or materially impairs the ability of the Company to consummate the Merger by the Outside Date.

(33) "Company Organizational Documents" means the certificates of incorporation and bylaws (or the equivalent organizational documents) of the Company and each of its Subsidiaries, in each case as in effect on the date of this Agreement.

(34) "Company Proxy Statement" has the meaning set forth in Section 3.5.

(35) "Company RSU" means a restricted stock unit award with respect to shares of Common Stock granted by the Company under the Company Stock Plans or otherwise.

(36) "Company Restricted Shares" means, as of a particular date, shares of Common Stock granted by the Company under the Company Stock Plans or otherwise that are then outstanding but at such time are subject to forfeiture conditions or other lapse restrictions.

(37) "Company SEC Documents" has the meaning set forth in Section 3.8(a).

(38) "Company Stock Option" means an option to acquire shares of Common Stock from the Company granted by the Company under a Company Stock Plan or otherwise.

(39) "Company Stock Plans" means the Companys 1996 Equity Incentive Award Plan and the Companys 2005 Equity Incentive Plan, in each case as in effect from time to time.

(40) "Company Stockholders Meeting" has the meaning set forth in Section 3.5.

(41) "Company Termination Fee" means $200,000,000 except in the event the Company Termination Fee becomes payable in connection with a transaction, or Alternative Acquisition Agreement entered into, with an Excluded Party prior to the Excluded Party Period End-Time, in which case Company Termination Fee shall mean $100,000,000.

(42) "Confidentiality Agreement" means that certain confidentiality letter agreement by and between the Company and Madison Dearborn Partners, LLC, dated as of May 24, 2007, and any joinders thereto approved by the Company and executed by financing sources, or potential financing sources, prior to the date of this Agreement.

(43) "Continuation Period" means the period from the Effective Date through the first anniversary of the Effective Time.

(44) "Contract" means any contract, agreement, license, note, bond, mortgages, indenture, commitment, lease or other instrument or obligation, whether written or oral.

(45) "Debt Financing" has the meaning set forth in Section 4.6.

(46) "Debt Financing Commitments" has the meaning set forth in Section 4.6.

(47) "DGCL" has the meaning set forth in Section 2.1(a).

(48) "Dissenting Shares" has the meaning set forth in Section 2.4.

(49) "Dissenting Stockholder" has the meaning set forth in Section 2.4.

(50) "Effective Time" has the meaning set forth in Section 2.1(b).

(51) "Employee Benefits" has the meaning set forth in Section 5.6(c).

(52) "Employees" has the meaning set forth in Section 5.6(c).

(53) "Equity Award Amounts" has the meaning set forth in Section 2.5(d).

(54) "Equity Financing" has the meaning set forth in Section 4.6.

(55) "Equity Financing Commitments" has the meaning set forth in Section 4.6.

(56) "ERISA" means the Employment Retirement Income Security Act of 1974, as amended.

(57) "Exchange Act" has the meaning set forth in Section 3.5.

(58) "Excluded Party Period End-Time" means 5:00 p.m., New York City time, on the date which is 30 days after the date on which the Solicitation Period End-Time occurred; provided that if at the Solicitation Period End-Time no Person is an Excluded Party, the Excluded Party Period End-Time shall be the Solicitation Period End-Time.

(59) "Excluded Party" has the meaning set forth in Section 5.3(b)(ii).

(60) "Excluded Share(s)" has the meaning set forth in Section 2.2(b).

(61) "Filed Company SEC Documents" has the meaning set forth in Article III.

(62) "Financing" has the meaning set forth in Section 4.6.

(63) "Financing Commitments" has the meaning set forth in Section 4.6.

(64) "Foreign Merger Control Laws" has the meaning set forth in Section 3.5.

(65) "FTC" has the meaning set forth in Section 5.8(a).

(66) "Fund" means any Public Fund or Private Fund.

(67) "GAAP" has the meaning set forth in Section 3.8(b).

(68) "Guarantee" has the meaning set forth in the Recitals.

(69) "Guarantors" means each of Madison Dearborn Capital Partners V-A, L.P. and its affiliated funds party to its Guarantee, MLGPE U.S. Strategies LLC, Wachovia Capital Partners 2007, LLC and Deutsche Bank Investment Partners, Inc.

(70) "Governmental Entity" has the meaning set forth in Section 3.5.

(71) "HSR Act" has the meaning set forth in Section 3.5.

(72) "Indemnified Parties" has the meaning set forth in Section 5.7(a).

(73) "Indemnifying Party" has the meaning set forth in Section 5.7(a).

(74) "Intellectual Property" means all United States and foreign (i) inventions or discoveries (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and patents, patent applications, and patent disclosures, including all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof; (ii) trade names, trade dress, logos, slogans, brand names, corporate names, domain names, trademarks, service marks and other source indicators, including all registrations, registration applications, and renewals thereof and all goodwill associated therewith; (iii) copyrightable works (including files, computer programs, software, firmware, Internet site content, databases and compilations, advertising and promotional materials), copyrights and copyright registrations and registration applications and renewals thereof; and (iv) trade secrets and confidential, proprietary, or non-public business information (including ideas, research and development, know-how, technology, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals); (v) computer software programs and software systems (including databases, compilations, tool sets, compilers, higher level or "proprietary" languages and related documentation and materials, whether in source code, object code or human readable form); and (vi) all other Intellectual Property, in any medium, including digital, and in any jurisdiction.

(75) "Investment Advisory Arrangement" means a Contract under which a Person acts as an investment adviser or sub-adviser to, or manages any investment or trading account of, any Client.

(76) "Investment Advisor Subsidiaries" has the meaning set forth in Section 3.7(d).

(77) "Investment Company Act" means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder by the SEC.

(78) "IRS" has the meaning set forth in Section 3.13(a).

(79) "Knowledge" means, when used with respect to Parent, Merger Sub or the Company, the actual knowledge of the Persons set forth in Section 1.1(a) of the Acquiror Disclosure Letter or the Company Disclosure Letter, respectively.

(80) "Laws" means any domestic or foreign laws, statutes, ordinances, rules (including rules of common law), regulations, codes, executive orders or legally enforceable requirements enacted, issued, adopted, promulgated or applied by any Governmental Entity that are applicable to the Persons or Persons referenced.

(81) "Legal Action" has the meaning set forth in Section 3.11.

(82) "Liens" means any mortgages, deeds of trust, liens (statutory or other), pledges, security interests, collateral security arrangements, conditional and installment agreements, claims, covenants, conditions, restrictions, reservations, options, rights of first offer or refusal, charges, easements, rights-of-way, encroachments, third party rights or other encumbrances or title imperfections or defects of any kind or nature.

(83) "Marketing Period" means the first period of 25 consecutive calendar days after the date of this Agreement (A) throughout and at the end of which (1) Parent and its Financing sources shall have the Required Financial Information and (2) nothing has occurred and no condition exists that would cause any of the conditions set forth in Section 6.2(a) and 6.2(b) (other than the receipt of the certificates referred to therein) to fail to be satisfied assuming the Closing were to be scheduled for any time during such 25 calendar day period and (B) throughout and at the end of which the conditions set forth in Section 6.1 and Section 6.2(c) shall be satisfied; provided that (1) the Marketing Period shall end on any earlier date that is the date on which the Debt Financing is consummated; (2) for purposes of calculating such 25 calendar day period, August 17, 2007 through September 3, 2007, November 21, 2007 through November 25, 2007 and December 20, 2007 through January 1, 2008 shall not be counted or taken into account; (3) the "Marketing Period" shall not be deemed to have commenced if, prior to the completion of the Marketing Period, (i) the Companys independent registered public accounting firm shall have withdrawn its audit opinion with respect to any audited financial statements contained in the Required Financial Information, in which case the Marketing Period will not be deemed to commence unless and until a new unqualified audit opinion is issued with respect to the audited consolidated financial statements for the applicable periods by the Companys independent registered public accounting firm or another nationally recognized independent registered accounting firm or (ii) in connection with the Debt Financing, the Companys independent registered public accounting firm does not consent to the use of their audit opinions with respect to any Required Financial Information audited by such firm, in which case the Marketing Period will not be deemed to commence unless and until the Companys independent registered public accounting firm consents to the use of their audit opinions with respect to such Required Financial Information; and (4) if the financial statements included in the Required Financial Information that is available to Parent on the first day of any such 25 calendar day period would not be sufficiently current on any day during such 25 calendar day period to permit (i) a registration statement using such financial statements to be declared effective by the SEC on the last day of such 25 calendar day period or (ii) the Companys independent registered public accounting firm to issue a customary comfort letter to purchasers (in accordance with its normal practices and procedures) on the last day of the 25 calendar day period, then a new 25 calendar day period shall commence upon Parent receiving updated Required Financial Information that would be sufficiently current to permit the actions described above in this clause (4) on the last day of such 25 calendar day period.

(84) "Material Contract" has the meaning set forth in Section 3.12(a).

(85) "Measurement Date" has the meaning set forth in Section 3.3(a).

(86) "Merger" has the meaning set forth in Section 2.1(a).

(87) "Merger Consideration" has the meaning set forth in Section 2.2(b).

(88) "Merger Sub" has the meaning set forth in the Preamble.

(89) "Merger Sub Material Adverse Effect" means any event, circumstance, development, change or effect that, individually or in the aggregate with all other events, circumstances, developments, changes and effects, would materially adversely affect Parents or Merger Subs ability to consummate the Merger by the Outside Date.

(90) "Multiemployer Plan" means a Company Benefit Plan that is a "multiemployer plan" within the meaning of Section 3(37) of ERISA.

(91) "NASD" has the meaning set forth in Section 3.5.

(92) "Negative Consent Notice" has the meaning set forth in Section 5.14(a).

(93) "New Financing Commitments" has the meaning set forth in Section 5.13(e).

(94) "New Plans" has the meaning set forth in Section 5.6(b).

(95) "NFA" has the meaning set forth in Section 3.5.

(96) "Non-Breach Financing Failure" has the meaning set forth in Section 7.6(c).

(97) "Non-Public Fund Client Consent" has the meaning set forth in Section 5.14(a).

(98) "Notice" has the meaning set forth in Section 5.14(a).

(99) "Notice Period" has the meaning set forth in Section 5.3(e)(i).

(100) "NYSE" has the meaning set forth in Section 3.5.

(101) "Old Plans" has the meaning set forth in Section 5.6(b).

(102) "Order" means any order, judgment, injunction, award, decree or writ handed down, adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity.

(103) "Other Filings" has the meaning set forth in Section 5.5(d).

(104) "Outside Date" has the meaning set forth in Section 7.2(a).

(105) "Parent" has the meaning set forth in the Preamble.

(106) "Parent Expenses" has the meaning set forth in Section 7.6(b).

(107) "Parent Termination Fee" means $200,000,000.

(108) "Paying Agent" has the meaning set forth in Section 2.3(a).

(109) "Payment Fund" has the meaning set forth in Section 2.3(a).

(110) "PBGC" has the meaning set forth in Section 3.13(d).

(111) "Permit" means any permit, license, accreditation, consent, certificate, approval, exemption, order, franchise, permission, agreement, qualification, authorization or registration.

(112) "Permitted Liens" means (i) Liens for Taxes, assessments and governmental charges or levies not yet due and payable or that are being contested in good faith and by appropriate proceedings for which the Company has established a reasonable reserve; (ii) mechanics, carriers, workmens, repairmens, materialmens or other Liens or security interests that secure a liquidated amount that are being contested in good faith and by appropriate proceedings; (iii) leases, subleases and licenses (other than capital leases and leases underlying sale and leaseback transactions); (iv) pledges or deposits to secure obligations under workers compensation Laws or similar legislation or to secure public or statutory obligations; (v) pledges and deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case in the ordinary course of business; (vi) easements, covenants and rights of way (unrecorded and of record) and other similar restrictions of record, and zoning, building and other similar restrictions, in each case that do not adversely affect in any material respect the current use of the applicable property leased, used or held for use by the Company or any of its Subsidiaries; (vii) any other Liens that do not secure a liquidated amount, that have been incurred or suffered in the ordinary course of business and that would not, individually or in the aggregate, have a material effect on, or materially affect the use or benefit to the owner of, the assets or properties to which they specifically relate; (viii) licenses of or other agreements related to Intellectual Property which are not intended to secure an obligation; and (ix) such other Liens that in the aggregate are not material.

(113) "Person" means any individual, corporation, limited or general partnership, limited liability company, limited liability partnership, trust, association, joint venture, Governmental Entity or other entity or group (which term will include a "group" as such term is defined in Section 13(d)(3) of the Exchange Act).

(114) "Pre-Closing Service" has the meaning set forth in Section 5.6(b).

(115) "Preferred Stock" has the meaning set forth in Section 3.3(a).

(116) "Private Fund" means each vehicle for collective investment (in whatever form of organization, including the form of a corporation, company, limited liability company, partnership, association, trust or other entity, and including each separate portfolio or series of any of the foregoing) that is not registered or required to be registered with the SEC as an investment company under the Investment Company Act, but only during the period with respect to which the Company or one or more of its Subsidiaries acted or acts as the sponsor, general partner, managing member, trustee, investment manager, investment adviser or in a similar capacity.

(117) "Public Fund" means each vehicle for collective investment (in whatever form of organization, including the form of a corporation, company, limited liability company, partnership, association, trust or other entity, and including each separate portfolio or series of any of the foregoing) the interests in which are publicly offered and that is registered or required to be registered with the SEC as an investment company under the Investment Company Act, but only during the period with respect to which the Company or one or more of its Subsidiaries acted or acts as the sponsor, general partner, managing member, trustee, investment manager, investment adviser or in a similar capacity.

(118) "Public Fund Board" means the board of directors or trustees (or Persons performing similar functions) of a Public Fund.

(119) "Public Fund Consent" has the meaning set forth in Section 5.14(b).

(120) "Public Fund SEC Documents" means the forms, statements, reports and documents filed by any Public Fund with, or furnished by any Public Fund to, the SEC pursuant to the Investment Company Act (including any exhibits and amendments thereto).

(121) "Recommendation Change" has the meaning set forth in Section 5.3(e).

(122) "Representatives" means, when used with respect to Parent, Merger Sub or the Company, the directors, officers, members, managers, employees, consultants, accountants, legal counsel, investment bankers, agents and other representatives of Parent, Merger Sub or the Company, as applicable, and their respective Subsidiaries.

(123) "Required Financial Information" has the meaning set forth in Section 5.13(a).

(124) "Requisite Stockholder Vote" means the adoption of this Agreement by the affirmative vote of the holders of a majority of the voting power of the shares of Common Stock outstanding and entitled to vote thereon.

(125) "Revenue Run-Rate", of any Person as of any date, means the aggregate annualized investment advisory and sub-advisory fees computed primarily by reference to assets under management that are payable to such Person or an Affiliate in respect of all Client accounts as to which such Person provides any of the foregoing services, determined by multiplying the Adjusted Assets Under Management for each such account as of such date by the applicable annual fee rate for such account as of such date. For purposes of this definition, the "applicable annual fee rate" for each account shall not include the effect of any performance-based fees or adjustments thereto or any extraordinary revenue items, and shall be reduced to take account of any then applicable fee waiver, expense reimbursement, rebate or similar reduction to any Person in connection with such account.

(126) "Revenue Run-Rate Requirement" means a Revenue Run-Rate for the Company and its Subsidiaries of at least 80% of the Aggregate Base Revenue Run-Rate.

(127) "SEC" has the meaning set forth in Section 3.5.

(128) "Securities Act" has the meaning set forth in Section 3.8(a).

(129) "Seed Capital Investment" means each separate account or vehicle for collective investment (in whatever form of organization, including the form of a corporation, limited liability company, partnership, association, trust or other entity, and including each separate portfolio or series of any of the foregoing) in which the Company or one or more of its Subsidiaries has invested "seed" or "early stages" capital; provided that the aggregate investment (measured at the time of the investment) in all such accounts and vehicles shall not exceed $140,000,000 prior to November 30, 2007, $145,000,000 prior to December 31, 2007, $150,000,000 prior to January 31, 2008 or $155,000,000 prior to February 28, 2008 or at anytime thereafter.

(130) "Share(s)" has the meaning set forth in Section 2.2(b).

(131) "Solicitation Period End-Time" has the meaning set forth in Section 5.3(a).

(132) "Solvent" has the meaning set forth in Section 4.8.

(133) "SOX" has the meaning set forth in Section 3.8(a).

(134) "Special Committee" means a committee of the Company Board, the members of which are not affiliated with Parent or Merger Sub and are not members of the Companys management, formed for the purpose of, among other things, evaluating, and making a recommendation to the full Company Board with respect to, this Agreement and the transactions contemplated hereby, including the Merger, and shall include any successor committee to the Special Committee existing as of the date of this Agreement or any reconstitution thereof.

(135) "Specified Employee" means each employee of the Company or its Subsidiaries who is listed in Section 1.1(b) of the Company Disclosure Letter.

(136) "Specified Person" has the meaning set forth in Section 7.6(c).

(137) "Specified Symphony Funds" means the Funds listed in Section 1.1(c) of the Company Disclosure Letter.

(138) "SRO" has the meaning set forth in Section 3.5.

(139) "Sub-Advised Fund" means any Private Fund or Public Fund which is not sponsored by the Company or any of its Subsidiaries and for which the Company or its Subsidiaries acts as investment subadviser under the general supervision of a third party investment adviser.

(140) "Subsidiary" means, when used with respect to Parent, Merger Sub or the Company, any other Person (whether or not incorporated) that Parent, Merger Sub or the Company, as applicable, directly or indirectly owns or has the power to vote or control more than 50% of any class or series of capital stock or other equity interests of such Person; provided that the term "Subsidiary" shall not include any Seed Capital Investments. Unless otherwise specified, any reference to a Subsidiary shall be a reference to a Subsidiary of the Company.

(141) "Superior Proposal" means any bona fide written Takeover Proposal (A) that the Company Board (acting through the Special Committee, if then in existence) determines in its good faith judgment (following consultation with financial advisors and outside legal counsel) to be more favorable from a financial perspective (taking into account (i) any legal, financial, regulatory and other aspects of such Takeover Proposal and the Merger and other transactions contemplated by this Agreement deemed relevant by the Company Board (or the Special Committee, as applicable), and (ii) the anticipated timing, conditions and prospects for completion of such Takeover Proposal) to the Companys stockholders than the Merger and the other transactions contemplated by this Agreement (taking into account all of the terms of any proposal by Parent to amend or modify the terms of the Merger and the other transactions contemplated by this Agreement), except that the reference to "15%" in the definition of "Takeover Proposal" shall be deemed to be a reference to "50%" and (B) for which financing, if a cash transaction (whether in whole or in part), is then fully committed.

(142) "Surviving Corporation" has the meaning set forth in Section 2.1(a).

(143) "Takeover Proposal" means any proposal or offer from any Person or group of Persons other than Parent or the Guarantors relating to, in a single transaction or a series of related transactions, any direct or indirect acquisition or purchase of (i) a business or division (or more than one of them) that in the aggregate constitutes 15% or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole, (ii) 15% or more of the equity interests in the Company (by vote or value), (iii) any tender offer, self tender offer or exchange offer that if consummated would result in any Person or group of Persons beneficially owning 15% or more of the equity interests (by vote or value) in the Company, or (iv) any merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company (or any Subsidiary or Subsidiaries of the Company whose business constitutes 15% or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole).

(144) "Tax" means (i) any and all federal, state, provincial, local, foreign and other taxes, levies, fees, imposts, duties, and similar governmental charges (including any interest, fines, assessments, penalties or additions to tax imposed in connection therewith or with respect thereto) including (x) taxes imposed on, or measured by, income, franchise, profits or gross receipts, and (y) ad valorem, value added, capital gains, sales, goods and services, use, real or personal property, capital stock, license, branch, payroll, estimated, withholding, employment, social security (or similar), unemployment, compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, transfer and gains taxes, and customs duties, (ii) any liability for payment of amounts described in clause (i) whether as a result of transferee liability, joint and several liability for being a member of an affiliated, consolidated, combined, unitary or other group for any period, or otherwise by operation of law, and (iii) any liability for the payment of amounts described in clause (i) or (ii) as a result of any tax sharing, tax indemnity or tax allocation agreement or similar agreements to pay or indemnify any other Person on account of Taxes.

(145) "Tax Returns" means any and all reports, returns, declarations, claims for refund, elections, disclosures, estimates, information reports or returns or statements required to be supplied to a taxing authority in connection with Taxes, including any schedule or attachment thereto or amendment thereof.

(146) "Third Party Beneficiary" has the meaning set forth in Section 8.7.

(147) "Treasury Regulations" means the Treasury regulations promulgated under the Code.

Section 1.2 Interpretation. The headings in this Agreement are for reference only and do not affect the meaning or interpretation of this Agreement. Definitions will apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun will include the corresponding masculine, feminine and neuter forms. All references in this Agreement, the Company Disclosure Letter and the Acquiror Disclosure Letter to Articles, Sections and Exhibits refer to Articles and Sections of, and Exhibits to, this Agreement unless the context requires otherwise. The words "include," "includes" and "including" are not limiting and will be deemed to be followed by the phrase "without limitation." The phrases "herein," "hereof," "hereunder" and words of similar import will be deemed to refer to this Agreement as a whole, including the Exhibits and Schedules hereto, and not to any particular provision of this Agreement. The word "or" will be inclusive and not exclusive unless the context requires otherwise. Unless the context requires otherwise, any agreements, documents, instruments or Laws defined or referred to in this Agreement will be deemed to mean or refer to such agreements, documents, instruments or Laws as from time to time amended, modified or supplemented (subject to any restrictions on such amendments, modifications or supplements set forth herein), including (a) in the case of agreements, documents or instruments, by waiver or consent, and (b) in the case of Laws, by succession of comparable successor statutes. References herein to federal, state, local or other applicable Laws refer to the laws of the United States, Canada and all other applicable jurisdictions. All references in this Agreement to any particular Law will be deemed to refer also to (i) any rules and regulations promulgated under that Law and (ii) any comparable Law of any other jurisdiction addressing the same subject matter and any rules and regulations promulgated under such comparable Law. References to a Person also refer to its predecessors and successors and permitted assigns. The "extent" in the phrase "to the extent" shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply "if".

ARTICLE II

THE MERGER

Section 2.1 The Merger.

(a) On the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Lawof the State of Delaware (the "DGCL"), at the Effective Time, (i) Merger Sub will merge with and into the Company (the "Merger"), (ii) the separate corporate existence of Merger Sub will cease and (iii) the Company will continue its corporate existence under Delaware law as the surviving corporation in the Merger (the "Surviving Corporation") and a subsidiary of Parent.

(b) Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger (the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the "Effective Time").

(c) The Merger will have the effects set forth in this Agreement and the applicable provisions of the DGCL.

(d) Unless otherwise mutually agreed in writing by the Company and Parent, the closing of the Merger (the "Closing") will take place at the offices of Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601, at 9:00 a.m., local time, on the third Business Day following the day on which all of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) are satisfied or, if permissible, waived in accordance with this Agreement or another date mutually agreed to by the parties; provided, however, that if all the conditions set forth in Article VI shall not continue to be satisfied or waived on such third Business Day, then the Closing shall take place on the first Business Day on which all such conditions shall have again been satisfied or waived; and provided, further that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI, the parties shall not be required to effect the Closing until the earlier of (i) a date during the Marketing Period specified by Parent on no less than three Business Days notice to the Company and (ii) the final day of the Marketing Period. The date on which the Closing actually occurs is hereinafter referred to as the "Closing Date."

Section 2.2 Effect of the Merger on Capital Stock. At the Effective Time, as a result of the Merger and without any action on the part of Merger Sub, Parent or the Company or any holder of any equity interests of Merger Sub, Parent or the Company:

(a) Cancellation of Certain Common Stock. Each share of Common Stock that is owned by Merger Sub,Parent or the Company (as treasury stock or otherwise) will automatically be cancelled and will cease to exist, and no consideration will be delivered in exchange therefor.

(b) Conversion of Common Stock. Except as otherwise agreed by Parent and a holder of Shares, each share of Common Stock, including each Company Restricted Share (each, a "Share" and collectively, the "Shares"), issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be cancelled in accordance with Section 2.2(a) and (ii) except as provided in Section 2.4, Dissenting Shares (each, an "Excluded Share" and collectively, the "Excluded Shares")), will be converted into the right to receive $65.00 in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3), without interest (the "Merger Consideration").

(c) Cancellation of Shares. At the Effective Time, all Shares will cease to be outstanding, will be cancelled and will cease to exist, and, in the case of non-certificated shares represented by book-entry ("Book-Entry Shares"), the names of the former registered holders shall be removed from the registry of holders of such shares, and, subject to Section 2.4, each holder of a certificate formerly representing any such Shares (each, a "Certificate") and each holder of a Book-Entry Share, other than Dissenting Shares, will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.3 and any dividends declared with a record date prior to the Effective Time that remain unpaid at the Effective Time and that are due to such holder, in each case without interest.

(d) Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

Section 2.3 Surrender of Certificates and Book-Entry Shares.

(a) Paying Agent. Prior to the Effective Time, for the benefit of the holders of Shares (other than Excluded Shares), Parent will (i) designate, or cause to be designated, a bank or trust company that is reasonably acceptable to the Company (the "Paying Agent"), and (ii) enter into a paying agent agreement, in form and substance reasonably acceptable to the Company, with such Paying Agent to act as agent for the payment of the Merger Consideration in respect of Certificates upon surrender of such Certificates (or effective affidavits of loss in lieu thereof and a bond, if required, pursuant to Section 2.3(f)) and the Book-Entry Shares in accordance with this Article II from time to time after the Effective Time. At the Effective Time, Parent or Merger Sub will deposit, or cause to be deposited, with the Paying Agent cash in the amount necessary for the payment of the Merger Consideration pursuant to Section 2.2(b) upon surrender of such Certificates and Book-Entry Shares (such cash being herein referred to as the "Payment Fund"). The Payment Fund shall not be used for any other purpose. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation; provided, however, that such investments shall be (i) in obligations of, or guaranteed by, the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America, (ii) in commercial paper obligations rated A-1 or P-1 or better by Moodys Investors Service, Inc. or Standard & Poors Corporation, respectively, or (iii) in certificates of deposit, bank repurchase agreements or bankers acceptances of commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank which are then publicly available). Any net profit resulting from, or interest or income produced by, such investments shall be the property of and payable to the Surviving Corporation.

(b) Payment Procedures. Promptly after the Effective Time, but in no event more than five (5) Business Days after the Effective Time, the Surviving Corporation will instruct the Paying Agent to mail to each holder of record of Shares (other than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties hereto specifying that delivery will be effected, and risk of loss and title to Certificates and Book-Entry Shares will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof and a bond, if required, pursuant to Section 2.3(f)) or Book-Entry Shares, as the case may be, to the Paying Agent and instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof and a bond, if required, pursuant to Section 2.3(f)) and Book-Entry Shares in exchange for the Merger Consideration. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof and a bond, if required, pursuant to Section 2.3(f)) or Book-Entry Share to the Paying Agent, together with a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate or Book-Entry Share will be entitled to receive in exchange therefor cash in an amount equal to the Merger Consideration (after giving effect to any required tax withholdings) for each Share (other than Dissenting Shares) formerly represented by such Certificate or Book-Entry Share that such holder has the right to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, the Merger Consideration to be paid upon due surrender of the Certificate or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable.

(c) Withholding Taxes; Transfer Taxes. The Surviving Corporation and the Paying Agent will be entitled to deduct and withhold from amounts otherwise payable pursuant to this Agreement to any holder of Shares, Company Stock Options or Company RSUs, as the case may be, any amounts required to be deducted and withheld with respect to such payments under the Code and the rules and Treasury Regulations promulgated thereunder, or any provision of state, local or foreign Tax law. Any amounts so deducted and withheld will be timely paid to the applicable Tax authority and will be treated for all purposes of this Agreement as having been paid to the holder of the Shares, Company Stock Options or Company RSUs, as the case may be, in respect of which such deduction and withholding was made. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) incurred in connection with the Merger shall be paid by Parent, and the Company shall cooperate with Parent in preparing, executing and filing any Tax Returns in respect of such Taxes.

(d) No Further Transfers. At the close of business on the day on which the Effective Time occurs, there will be no transfers on the stock transfer books of the Company of Shares that were outstanding immediately prior to the Effective Time other than to settle transfers of Shares that occurred prior to such close of business. If, after such close of business, Certificates or Book-Entry Shares are presented to the Paying Agent, they will be cancelled and exchanged for the Merger Consideration as provided in this Article II.

(e) Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to the holders of the Certificates or Book-Entry Shares twelve (12) months after the Effective Time will be delivered to the Surviving Corporation, on demand, and any holder of a Certificate or Book-Entry Share who has not theretofore complied with this Article II will thereafter look only to the Surviving Corporation for payment of his or her claims for Merger Consideration. Notwithstanding the foregoing, to the fullest extent permitted by applicable Law, none of Parent, Merger Sub, the Company, the Surviving Corporation, the Paying Agent or any other Person will be liable to any former holder of Shares for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws.

(f) Lost, Stolen or Destroyed Certificates. In the event any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as the Surviving Corporation may determine are necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration pursuant to this Agreement.

Section 2.4 Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary and to the extent provided under the DGCL, any Shares outstanding immediately prior to the Effective Time that are held by stockholders (each, a "Dissenting Stockholder") that have neither voted in favor of the adoption of this Agreement nor consented thereto in writing and that have demanded properly in writing appraisal for such Shares and otherwise properly perfected and not withdrawn or lost his or her rights in accordance with Section 262of the DGCL (the "Dissenting Shares") will not be converted into, or represent the right to receive, the Merger Consideration. Such Dissenting Stockholders will be entitled to receive payment of the appraised value of Dissenting Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or lost their rights to appraisal of such Dissenting Shares pursuant to Section 262 of the DGCL will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in Article II and will no longer be Excluded Shares. The Company will give Parent prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to stockholders rights of appraisal. The Company will give Parent the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal. The Company will not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Section 2.5 Treatment of Company Equity Awards.

(a) As of the Effective Time, except as otherwise specifically agreed by Parent and the holder of outstanding Company Stock Options with respect to such holders outstanding Company Stock Options, each Company Stock Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time will become vested with respect to the maximum number of shares of Common Stock covered thereby and be cancelled and the holder of such Company Stock Option will receive from the Surviving Corporation an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the exercise price per Share of such Company Stock Option multiplied by (ii) the maximum number of Shares subject to such Company Stock Option with respect to which such Company Stock Option shall not theretofore have been exercised.

(b) As of the Effective Time, except as otherwise specifically agreed by Parent and a holder of unvested Company Restricted Shares with respect to such holders unvested Company Restricted Shares, each unvested Company Restricted Share that is outstanding immediately prior to the Effective Time shall vest and become free of restrictions as of the Effective Time and shall, as of the Effective Time, be cancelled and converted into the right to receive the Merger Consideration in accordance with Section 2.2.

(c) As of the Effective Time, except as otherwise specifically agreed by Parent and the holder of outstanding Company RSUs with respect to such holders outstanding Company RSUs, each Company RSU that is outstanding immediately prior to the Effective Time shall be cancelled, with the holder of such Company RSU becoming entitled to receive an amount in cash equal to (i) the Merger Consideration multiplied by the maximum number of shares of Common Stock subject to such Company RSU as of the Effective Time plus (ii) any dividend equivalents accrued with respect to such Company RSU prior to the Effective Time but not yet distributed as of the Effective Time (other than any such dividend equivalents that are held in the form of Company RSUs as of the Effective Time).

(d) The amounts payable under Sections 2.5(a) and 2.5(c) shall be referred to herein as the "Equity Award Amounts". All Equity Award Amounts shall, subject to Section 2.3(c), be paid by the Surviving Corporation as promptly as practicable following the Effective Time, without interest.

(e) Prior to the Effective Time, the Company Board (or a committee thereof) will adopt such resolutions and will take such other actions as shall be required to effectuate the actions contemplated by this Section 2.5, without paying any consideration or incurring any debts or obligations on behalf of the Company or the Surviving Corporation (other than the payment of the Merger Consideration in accordance with this Article II).

Section 2.6 Organizational Documents.

(a) At the Effective Time, the Company Certificate, as in effect immediately prior to the Effective Time, shall be further amended to read in its entirety as the certificate of incorporation of Merger Sub (except that Article I thereof shall be amended to read "The Name of the Corporation is Nuveen Investments, Inc.") and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law; and

(b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as the by-laws of Merger Sub (except that the name shall change to the name of the Surviving Corporation) and, as so amended, shall be the by-laws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.

Section 2.7 Directors and Officers of Surviving Corporation. The directors of Merger Sub and the officers of the Company, in each case, as of the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation or by-laws of the Surviving Corporation.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except (i) as set forth in the corresponding sections or subsections of the letter delivered to Parent and Merger Sub by the Company concurrently with entering into this Agreement (the "Company Disclosure Letter") (it being understood that any information set forth in a particular section or subsection of the Company Disclosure Letter shall be deemed to be disclosed in each other section or subsection thereof to which the relevance of such information is reasonably apparent on its face) or (ii) as may be disclosed in, and reasonably apparent from, any of the Company SEC Documents filed by the Company with, or furnished on Form 8-K by the Company to, the SEC since December 31, 2006 and publicly available prior to the date of this Agreement (the "Filed Company SEC Documents") and only as and to the extent so disclosed or incorporated by reference therein (other than (1) any items included therein that are incorporated by reference to Company SEC Documents filed prior to December 31, 2006 which are not available electronically at the SEC website located at www.sec.gov, (2) any forward looking disclosures set forth in any risk factor section, (3) any disclosures in any section relating to forward looking statements and (4) any other disclosures included therein to the extent they are primarily predictive, cautionary or forward-looking in nature) and, for the avoidance of doubt, without giving effect to any event occurring subsequent to the date any such Filed Company SEC Document was filed, the Company represents and warrants to Parent and Merger Sub:

Section 3.01 Organization; Power; Qualification. The Company and each of its Subsidiaries is a corporation, limited liability company or other legal entity duly organized, validly existing and in good standing (to the extent such concept is legally recognized) under the Laws of its jurisdiction of organization, except, in the case of an immaterial Subsidiary, where the failure to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has the requisite corporate or similar power and authority to own, lease and operate its assets and to carry on its business as now conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company or other legal entity and is in good standing (to the extent such concept is legally recognized) in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature of its business makes such qualification or license necessary, except where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company Organizational Documents of the Company and each material Subsidiary of the Company are in full force and effect. Neither the Company nor any material Subsidiary of the Company is in violation of its Company Organizational Documents in any material respects.

Section 3.02 Corporate Authorization; Enforceability.

(a) The Company has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the Company Board, subject, in the case of the Merger, to receipt of the Requisite Stockholder Vote. Except for the Requisite Stockholder Vote, no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. Subject to Section 5.3(e), the Company Board, acting upon the recommendation of the Special Committee, has unanimously, by resolutions adopted at a meeting duly called and held, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to, and in the best interests of, the Company and its stockholders, and (iii) resolved to recommend that the Companys stockholders vote in favor of adoption of this Agreement (the "Company Board Recommendation") and directed that the Agreement be submitted to the holders of the Shares for their adoption of the plan of merger contained in this Agreement at a stockholders meeting duly called and held for such purpose. The Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary for the Company to adopt this Agreement and for the Company to consummate the Merger and the other transactions contemplated hereby.

(b) This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws, now or hereafter in effect, relating to creditors rights generally, (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity) and (iii) the remedy of specific performance and injunctive and other forms of equitable relief being subject to the discretion of the Governmental Entity before which any enforcement proceeding therefor may be brought.

Section 3.3 Capitalization; Equity Awards.

(a) The Companys authorized capital stock consists solely of 160,000,000 shares of Class A common stock (the "Common Stock"), 80,000,000 shares of Class B common stock and 5,000,000 shares of preferred stock (the "Preferred Stock"). As of the close of business on June 15, 2007 (the "Measurement Date"), 79,848,512 shares of Common Stock were issued and outstanding (including 1,236,120 Company Restricted Shares), no shares of Class B common stock were issued or outstanding and no shares of Preferred Stock were issued or outstanding. As of the Measurement Date, 41,062,968 shares of Common Stock and no shares of Preferred Stock were held in the treasury of the Company. No Shares are held by any Subsidiary of the Company. Since the Measurement Date until the date of this Agreement, other than in connection with the issuance of Shares pursuant to the exercise of Company Stock Options or settlement of Company RSUs, in each case, outstanding as of the Measurement Date, there has been no change in the number of outstanding shares of capital stock of the Company or the number of shares issuable upon the exercise of outstanding Company Stock Options or settlement of Company RSUs. As of the Measurement Date, Company Stock Options to purchase 15,060,667 shares of Common Stock were outstanding and 470,082.47 shares of Common Stock were subject to outstanding Company RSUs, in each case, assuming maximum achievement of any applicable performance goals. No Company Stock Option (i) has a per share exercise price lower than the fair market value of a Share on the date of grant of such Company Stock Option, (ii) has had its grant date backdated or (iii) has had its grant date delayed in order to take advantage of the release or other public announcement of material non-public information regarding the Company or its Subsidiaries. As of the date of this Agreement, except as set forth in this Section 3.3, there are no shares of capital stock or securities or other rights convertible or exchangeable into or exercisable for shares of capital stock of the Company or such securities or other rights which in each case have been issued by the Company (which term, for purposes of this Agreement, will be deemed to include stock appreciation rights, "phantom stock" or other commitments that provide any right to receive value or benefits similar to such capital stock, securities or other rights). Since the Measurement Date through the date of this Agreement, other than in connection with the issuance of Shares pursuant to the exercise of Company Stock Options or settlement of Company RSUs, in each case, outstanding as of the Measurement Date, there have been no issuances of any securities of the Company. Section 3.3 of the Company Disclosure Letter sets forth a correct and complete list, as of the date of this Agreement, of outstanding Company Restricted Shares, Company Stock Options and Company RSUs, including the holder thereof, the date of grant, the term (in the case of Company Stock Options), the number of Shares subject to such Company Stock Option or Company RSU, the Company Stock Plan under which such award was granted and, where applicable, the exercise price.

(b) All outstanding Shares, and all shares of Common Stock reserved for issuance upon the exercise of Company Stock Options and settlement of Company RSUs as noted in clause (a) above, when issued in accordance with the respective terms thereof, are or will be duly authorized, validly issued, fully paid and non-assessable and are not and will not be subject to any pre-emptive rights.

(c) Except as set forth in this Section 3.3 and except pursuant to the Company Stock Plans and the Company 401(k) Plan, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls or commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue, sell, or otherwise transfer to any Person, or to repurchase, redeem or otherwise acquire from any Person, any Shares, Preferred Stock, capital stock of any Subsidiary of the Company, or securities or other rights convertible or exchangeable into or exercisable for shares of capital stock of the Company or any Subsidiary of the Company or such securities or other rights.

Section 3.4 Subsidiaries. Section 3.4 of the Company Disclosure Letter sets forth each Subsidiary of the Company as of the date of this Agreement and the jurisdiction of organization of each such Subsidiary, and a summary of the aggregate Seed Capital Investments as of the date of this Agreement. All of the issued and outstanding shares of capital stock, voting securities, profits interests or other equity or equity-like interests of the Companys Subsidiaries are directly or indirectly owned beneficially and of record by the Company, free and clear of all Liens, other than Liens created as a result of federal or state securities laws, and all such shares or interests have been duly authorized, validly issued and fully paid and, in the case of shares of capital stock issued by a corporate entity formed under the laws of the United States, nonassessable, free of any preemptive rights. Except for its interests in its Subsidiaries and in Seed Capital Investments, as of the date of this Agreement, the Company does not own, directly or indirectly, any capital stock of, or other equity interests in, any corporation, partnership, joint venture, association or other entity with a fair market value, as of the date of this Agreement, in excess of $1,000,000.

Section 3.5 Required Filings and Consents. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not require any consent, approval, authorization or permit of, or filing with or notification to, any international, foreign, supranational, national, federal, state, provincial or local governmental, regulatory or administrative authority, including the SEC and any self-regulatory authority ("SRO") (including the New York Stock Exchange, or any successor entity or entities thereto (collectively, the "NYSE"), the National Association of Securities Dealers, Inc. ("NASD"), and the National Futures Association (the "NFA")), agency, commission, court, tribunal or arbitral body, whether domestic or foreign, and in each case whether legislative, executive, judicial or otherwise (each, a "Governmental Entity"), other than: (i) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"); (iii) any filings with, and approvals from, relevant state securities administrators or related to the blue sky laws of various states; (iv) the filing with the Securities and Exchange Commission (the "SEC") of a proxy statement (the "Company Proxy Statement") relating to a special meeting of the stockholders of the Company to consider the adoption of this Agreement (the "Company Stockholders Meeting"); (v) the filings or notices required or contemplated under the Advisers Act; (vi) the filings or notices required by, and any approvals required under the rules and regulations of, the NASD or other SROs (including the NYSE and the NFA)); (vii) compliance with and filings under (A) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and (B) other applicable competition or merger control Laws of any jurisdiction (the "Foreign Merger Control Laws") and (viii) in such other circumstances where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 3.6 Non Contravention. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not:

(a) conflict with or result in any breach of any provision of the Company Organizational Documents;

(b) result in any violation, or the breach of, or constitute a default (with or without notice or lapse of time or both) under (or give rise to any right of modification, termination, cancellation or acceleration or guaranteed payments or other obligations under or to, a loss of a material benefit or result in the creation or imposition of a Lien under) any of the terms, conditions or provisions of any Contract to which the Company or any of its Subsidiaries is a party or by which any of them is otherwise bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, losses or the imposition of Liens as to which requisite waivers or consents have been obtained or will be obtained prior to the Effective Time or which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; or

(c) contravene or conflict with, or result in any violation or breach of, any Permit of the Company or any of its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; or

(d) violate the provisions of any Law or Order applicable to the Company or any of its Subsidiaries, except for any such violations which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 3.7 Compliance with Laws and Permits.

(a) The Company and each of its Subsidiaries is and has been since January 1, 2005 in compliance with applicable Laws, except for such events of non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(b) As of the date hereof, the Company and each of its Subsidiaries holds all Permits necessary for the ownership, operation and use of the respective properties and assets of the Company and its Subsidiaries and the conduct of their respective businesses as currently conducted under and pursuant to applicable Law, except for such failures to hold such Permits that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such Permits are in full force and effect and no suspension or cancellation of any of the Permits is pending or, to the Knowledge of the Company, threatened, except for any failure to be in full force and effect or any suspension or cancellation that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(c) Except for normal examinations conducted by any Governmental Entity in the regular course of the business of the Company and its Subsidiaries, since January 1, 2005 through the date of this Agreement, no Governmental Entity has, to the Knowledge of the Company, initiated, and no Governmental Entity has provided written notice to the Company or its Subsidiaries of any threatened proceeding or investigation into the business or operations of the Company or any of its Subsidiaries. Except for normal examinations conducted by any Governmental Entity in the regular course of the business of the Company and its Subsidiaries, since the date of this Agreement, no Governmental Entity has, to the Knowledge of the Company, initiated, and no Governmental Entity has provided written notice to the Company or its Subsidiaries of any threatened proceeding or investigation into the business or operations of the Company or any of its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There is no deficiency, violation or exception claimed or asserted in writing since January 1, 2005 through the date of this Agreement by any Governmental Entity with respect to any examination of the Company or any of its Subsidiaries that, to the Knowledge of the Company, has not been resolved in all material respects. Except for deficiencies, violations or exceptions that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there is no deficiency, violation or exception claimed or asserted in writing since the date of this Agreement by any Governmental Entity with respect to any examination of the Company or any of its Subsidiaries.

(d) Each Subsidiary required to be registered as an investment adviser under the Advisers Act is, and has been at all times since January 1, 2005, duly registered as an investment adviser under the Advisers Act (such registered Subsidiaries, the "Investment Adviser Subsidiaries"), and no Subsidiary that is not an Investment Adviser Subsidiary provides investment advisory services to any Person. None of the Investment Adviser Subsidiaries is prohibited by any provision of the Advisers Act or the Investment Company Act, or the respective rules and regulations thereunder, from acting as an investment adviser. The Investment Adviser Subsidiaries are the only Subsidiaries of the Company required to be registered as investment advisers under the Advisers Act. Each of the Investment Adviser Subsidiaries is duly registered, licensed or qualified as an investment adviser in each jurisdiction where the conduct of its business requires such registration and is in compliance with all federal, state and foreign laws requiring any such registration, licensing or qualification, except for any failure to be so registered, licensed or qualified in any such jurisdiction or to be in such compliance that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Since January 1, 2005, each Form ADV of the respective Investment Adviser Subsidiaries, as of the date of filing with the SEC (and with respect to Form ADV Part II or its equivalent, its date) did not, as of such respective date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Investment Adviser Subsidiaries has implemented written policies and procedures as required by applicable Law (including Rule 206(4)-7 under the Advisers Act), complete and correct copies of which (including any reports or filings under such policies and procedures since January 1, 2005 relating to compliance by such Investment Adviser Subsidiaries and their employees subject thereto) have been delivered to Parent and, except as otherwise noted in any such reports or filings, each such Investment Adviser Subsidiary has been in compliance, in all material respects, with such policies and procedures.

(e) Section 3.7(e) of the Company Disclosure Letter lists the name of the only Subsidiary of the Company required to be registered as a broker-dealer under the Exchange Act (the "Broker-Dealer Subsidiary"), and the Broker-Dealer Subsidiary is, and has been at all times since January 1, 2005, duly registered, licensed or qualified as a broker-dealer under the Exchange Act, and under the securities laws of each jurisdiction where the conduct of its business requires such registration, licensing or qualification, except for any failure to be so registered, licensed or qualified in any such jurisdiction or to be in such compliance that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Broker-Dealer Subsidiary. The Broker-Dealer Subsidiary is a member in good standing of the NASD, and each other self-regulatory organization where the conduct of its business requires such membership. Since January 1, 2005, each Form BD of the Broker-Dealer Subsidiary, as of the date of filing with the SEC did not, as of such respective date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Broker-Dealer Subsidiary has implemented written policies and procedures as required by applicable Law (including NASD Member Rules 3010-3013), complete and correct copies of which (including any reports or filings under such policies and procedures since January 1, 2005 relating to compliance by the Broker-Dealer Subsidiary and their employees subject thereto) have been delivered to Parent and, except as otherwise noted in any such reports or filings, the Broker-Dealer Subsidiary has been in compliance in all material respects with such policies and procedures.

(f) Each employee of the Company or any Investment Adviser Subsidiary or Broker-Dealer Subsidiary (if any) who is required to be registered or licensed as a registered representative, investment adviser representative, salesperson or equivalent with any Governmental Entity is duly registered as such and such registration is in full force and effect, except where the failure to be so registered, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

(g) None of the Company or any of its Subsidiaries, or any "affiliated person" (as defined in the Investment Company Act) of any thereof is ineligible pursuant to Section 9(a) or 9(b) of the Investment Company Act to serve in any capacity referred to in Section 9(a) thereof to a registered investment company. None of the Company or any of its Subsidiaries, or any "associated person" (as defined in the Advisers Act or the Exchange Act) of any thereof is ineligible pursuant to Section 203 of the Advisers Act or Section 15(b) of the Exchange Act to serve as a registered investment adviser or broker dealer or as an associated person of a registered investment adviser or broker dealer.

(h) The Company has made available to Parent a true and correct copy of each material no-action letter and exemptive order issued by the SEC to any of the Company or its Subsidiaries or any Fund that remains applicable to its respective business as conducted on the date of this Agreement. The Company, its Subsidiaries, and the Funds are in compliance in all material respects with any such material no-action letters and exemptive orders.

(i) None of the Company or its Subsidiaries is or since January 1, 2005 has been (i) a bank, trust company, commodity broker-dealer, real estate broker, insurance company or insurance broker within the meaning of any applicable Law, (ii) required to be registered, licensed or qualified as a bank, trust company, commodity broker-dealer, real estate broker, insurance company or insurance broker under any applicable Law or (iii) subject to any liability or disability by reason of any failure to be so registered, licensed or qualified. None of the Company or its Subsidiaries has received notice of, and is not aware of any basis for, any pending proceeding concerning any failure to obtain any bank, trust company, commodity broker-dealer, real estate broker, insurance company or insurance broker registration, license or qualification.

Section 3.8 Financial Reports and SEC Documents. The Company has filed or furnished all forms, statements, certifications, reports and documents required to be filed with, or furnished to, the SEC pursuant to the Exchange Act or other applicable securities statutes, regulations, policies and rules since December 31, 2005 (the forms, statements, reports and documents filed or furnished with the SEC since December 31, 2005, including any exhibits and amendments thereto, the "Company SEC Documents"). Each of the Company SEC Documents, at the time of its filing or furnishing (except as and to the extent such Company SEC Document has been modified or superseded in any subsequent Company SEC Document filed with, or furnished to, the SEC and publicly available prior to the date of this Agreement), complied in all material respects with the applicable requirements of each of the Exchange Act and the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"). As of their respective dates, except as and to the extent modified or superseded in any subsequent Company SEC Document filed or furnished with the SEC and publicly available prior to the date of this Agreement, the Company SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company SEC Documents included all certificates required to be included therein pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder ("SOX"), and the internal control report and attestation of the Companys outside auditors required by Section 404 of SOX. To the Companys Knowledge, as of the date of this Agreement, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC investigation or outstanding material SEC comment.

(a) Each of the consolidated balance sheets, statements of income, changes in stockholders equity and cash flows of the Company and its Subsidiaries included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) (i) fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of the date of each such balance sheet, and the results of operations and cash flows of the Company and its Subsidiaries, as the case may be, for the periods set forth in each such consolidated statement of income, changes in stockholders equity and cash flows (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments), and (ii) has in each case been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein or in the notes thereto.

Section 3.9 Undisclosed Liabilities. Except as and to the extent disclosed in the Company SEC Documents or the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether or not accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due) other than (i) liabilities or obligations in the amounts reflected on, or reserved against, in the Companys consolidated balance sheet as of March 31, 2007 (or the notes thereto) included in the Companys financial statements, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since March 31, 2007, (iii) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (iv) fees and expenses actually incurred by the Company in connection with the transactions contemplated by this Agreement.

Section 3.10 Absence of Certain Changes.

(a) Since December 31, 2006 through the date of this Agreement, the Company and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business consistent with past practice.

(b) Since December 31, 2006, there has not been a Company Material Adverse Effect and there has not been any change, event or development that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.

(c) Since December 31, 2006 through the date of this Agreement, there has not been:

(i) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice;

(ii) any split, combination or reclassification of any of the capital stock or other equity interest of the Company or any of its Subsidiaries or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the capital stock or other equity interest of the Company or any of its Subsidiaries;

(iii) any material change in accounting methods, principles or practices used by the Company affecting its assets, liabilities or business, except insofar as may have been required by a change in GAAP; or

(iv) any amendments or changes in the Company Organizational Documents.

(d) Except (A) as required pursuant to the terms of any Company Benefit Plan (or related trust agreement) as in effect on December 31, 2006, (B) as required to comply with applicable Law (including Section 409A of the Code), (C) during the period ended March 31, 2007, in the ordinary course of business consistent with past practice with respect to any non-executive officer or employee of the Company or any of its Subsidiaries or (D) for the period commencing April 1, 2007, in the ordinary course of business consistent with past practice with respect to any person who is not a director of the Company or a Specified Employee, since December 31, 2006 through the date of this Agreement, there has not been any (1) grant or payment of any severance or termination benefits to any director, officer or employee of the Company or any of its Subsidiaries, (2) increase in the compensation, perquisites or benefits payable to any director, officer or employee of the Company or any of its Subsidiaries, (3) grant of equity or equity-based awards that may be settled in Shares, preferred stock or any other securities of the Company or any of its Subsidiaries or the value of which is linked directly or indirectly, in whole or in part, to the price or value of any Shares, preferred stock or other Company securities or Subsidiary securities, (4) acceleration in the vesting or payment of compensation payable or benefits provided or to become payable or to be provided to any current or former director, officer or employee of the Company or any of its Subsidiaries or (5) establishment or adoption of any new arrangement that would be a Company Benefit Plan or termination or amendment of any existing Company Benefit Plan.

Section 3.11 Litigation. Except as would not be material to the Company and its Subsidiaries, taken as a whole, there are no claims, actions, suits, demand letters, judicial, administrative or regulatory proceedings, or hearings, notices of violation, or, to the Companys Knowledge, investigations before any Governmental Entity (each, a "Legal Action") pending or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries, other than any Legal Actions relating to the Merger and the other transactions contemplated by this Agreement. There is no outstanding Order against the Company or any of its Subsidiaries or by which any property, asset or operation of the Company or any of its Subsidiaries is bound or affected, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 3.12 Contracts.

(a) As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any Contract: (i) which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated under the Securities Act) to be performed in full or in part after the date of this Agreement that has not been filed in the Company SEC Documents or in the Public Fund SEC Documents; (ii) which constitutes a contract or commitment relating to material indebtedness of the Company or its Subsidiaries for borrowed money (whether incurred, assumed, guaranteed or secured by any asset); or (iii) which contains any provision that would prohibit or materially restrict the ability of the Company or any of its Subsidiaries to operate in any geographical area or compete or operate in any line of business in which the Company or such Subsidiary, as applicable, presently is engaged. Each (A) contract, arrangement, commitment or understanding set forth in Section 3.12(a) of the Company Disclosure Letter, (B) contract, arrangement, commitment or understanding described in clause (i) of this Section 3.12(a) whether or not set forth in the Company Disclosure Letter or in the Company SEC Documents or the Public Fund SEC Documents and (C) agreement to which the Company or any of its Subsidiaries is a party and that is filed as an exhibit to a registration statement of a Public Fund as part of its Public Fund SEC Documents, whether or not described in clause (i) of this Section 3.12(a), is referred to herein as a "Material Contract".

(b) (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries that is a party thereto, as applicable, and in full force and effect, other than any such Material Contract that expires or is terminated after the date hereof in accordance with its terms or amended by agreement with the counterparty thereto (provided that, if any such Material Contract is so amended or terminated in accordance with its terms after the date hereof (provided such amendment or termination is not prohibited by the terms of this Agreement), then to the extent the representation and warranty contained in this sentence is made or deemed made as of any date that is after the date of such amendment or termination, the reference to "Material Contract" in the first clause of this sentence shall be deemed to be a reference to such contract as so amended and shall be deemed to exclude any such terminated contract), (ii) the Company and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Material Contract, except where such noncompliance would not be material to the Company and its Subsidiaries, taken as a whole, and (iii) neither the Company nor any of its Subsidiaries knows of, or has received notice of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a default on the part of the Company or any of its Subsidiaries under any such Material Contract, except where such default would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 3.13 Benefit Plans.

(a) Section 3.13(a) of the Company Disclosure Letter contains a list, as of the date of this Agreement, of each material Company Benefit Plan. No entity other than the Company and its Subsidiaries is a member of the Companys "controlled group" (within the meaning of Section 414 of the Code). With respect to each material Company Benefit Plan, and with respect to any Multiemployer Plan, to the extent in the Companys possession or control, the Company has provided or made available to Parent true, complete and correct copies of (i) each such Company Benefit Plan; (ii) the most recent summary plan descriptions for each such Company Benefit Plan for which a summary plan description is required by applicable Law; (iii) the two most recent annual reports on Form 5500 filed with the Internal Revenue Service ("IRS"); (iv) if the plan is intended to qualify under Section 401(a) of the Code, the most recent determination letter received from the IRS; (v) the most recent actuarial report and/or financial statements, to the extent that any such reports or financial statements are required under applicable Law to be prepared with respect to such Company Benefit Plan; and (vi) any related trust agreement or funding instrument now in effect or required in the future as a result of the transactions contemplated by this Agreement.

(b) Section 3.13(b) of the Company Disclosure Letter contains a list of each Company Benefit Plan subject to Title IV of ERISA or Section 412 of the Code. With respect to each such Company Benefit Plan (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (ii) no reportable event within the meaning of Section 4043(c) of ERISA for which the thirty (30)-day notice requirement has not been waived has occurred with respect to such Company Benefit Plan; (iii) neither the Company and its Subsidiaries nor the PBGC have instituted proceedings to terminate any such plan or made any inquiry that would reasonably be expected to lead to termination of any such plan, and, to the Companys Knowledge, as of the date of this Agreement, no condition exists that presents a risk that the PBGC will institute such proceedings or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan; and (iv) the Company has not taken any steps to terminate any such plan and has no plans to take any such steps prior to the Closing. No Company Benefit Plan is a Multiemployer Plan or a plan that has two or more contributing sponsors, at least two of whom are not under common control, within the meaning of Section 4063 of ERISA.

(c) Each Company Benefit Plan, other than a Multiemployer Plan, that is intended to qualify under Section 401(a) of the Code has been issued a favorable determination letter by the IRS with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code and no such determination letter has been revoked nor, to the Knowledge of the Company has revocation been threatened. Each Company Benefit Plan, other than a Multiemployer Plan, has been established, funded and administered in compliance with its terms and with the applicable provisions of ERISA, the Code and other applicable Laws, other than instances of noncompliance that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All contributions required by applicable Law to have been made by the Company or its Subsidiaries as of the Effective Time with respect to each Company Benefit Plan in respect of current or prior plan years have been made in all material respects or, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, such contributions have been accrued in all material respects in accordance with GAAP.

(d) There are no material Company Benefit Plans under which welfare benefits are provided to past employees or made available to present employees of the Company and its Subsidiaries beyond their retirement or other termination of service, other than coverage mandated by the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), Section 4980B of the Code, Title I of ERISA or any similar state group health plan continuation Laws or other applicable Laws or the full cost of which is paid by such employees or their dependents. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company, its Subsidiaries and each other entity that is a member of the Companys "controlled group" (within the meaning of Section 414 of the Code) have complied with the requirements of COBRA.

(e) Neither the execution and delivery by the Company of this Agreement nor the consummation by the Company of the transactions contemplated hereby (alone or in combination with any other event) would: (i) result in any payment becoming due, or increase the amount of any compensation or benefits due, to any current or former employee of the Company or its Subsidiaries or with respect to any Company Benefit Plan; (ii) increase any benefits otherwise payable under any Company Benefit Plan; (iii) result in the acceleration of the time of payment or vesting of any such compensation or benefits, other than vesting to comply with Section 401(a) of the Code; (iv) trigger the funding of any compensation or benefits due to any current or former employee of the Company or its Subsidiaries; or (v) result in any "excess parachute payment" within the meaning of Section 280G of the Code pursuant to any Company Benefit Plan or other plan or agreement as in effect on the date of this Agreement, other than pursuant to any Company Benefit Plan listed in Section 3.13(e) of the Company Disclosure Letter.

(f) Except as would not, individually or in the aggregate, reasonably be expected to result in a material liability, none of the Company, any of its Subsidiaries, or any Company Benefit Plan, nor to the Knowledge of the Company, any "disqualified person" (as defined in Section 4975 of the Code) or "party in interest" (as defined in Section 3(14) of ERISA) with respect to any Company Benefit Plan, has engaged in any non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) with respect to any Company Benefit Plan. With respect to any Company Benefit Plan, other than a Multiemployer Plan, (i) no Legal Actions (including any administrative investigation, audit or other proceeding by the Department of Labor or the IRS but excluding routine claims for benefits in the ordinary course) are pending or, to the Knowledge of the Company, threatened, and (ii) to the Knowledge of the Company, no events or conditions have occurred or exist that would reasonably be expected to give rise to any such Legal Actions, except in the case of both clauses (i) and (ii), as would not, individually or in the aggregate, reasonably be expected to result in a material liability.

(g) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement, and, as of the date of this Agreement, there are not, to the Knowledge of the Company, any union organizing activities concerning any employees of the Company or any of its Subsidiaries that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement there are no labor strikes, slowdowns, work stoppages or lockouts pending or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 3.14 Taxes.

(a) All material Tax Returns required to be filed by or with respect to the Company or any of its Subsidiaries have been properly prepared and timely filed, and all such Tax Returns are true, correct and complete in all material respects. There are no adjustments relating to such Tax Returns that have been proposed in writing by any Tax authority and there are no Tax liens on any of the Assets for Taxes that are not Permitted Liens.

(b) The Company and its Subsidiaries have fully paid all material Taxes (whether or not shown to be due on the Tax Returns) required to be paid by any of them. The Company and its Subsidiaries have made adequate provision for any Taxes that are not yet due and payable for all taxable periods on the most recent financial statements contained in the Company SEC Documents to the extent required by GAAP or in the case of foreign entities, in accordance with generally applicable accounting principles in the relevant jurisdiction.

(c) As of the date of this Agreement, there are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection, assessment or reassessment of, Taxes due from the Company or any of its Subsidiaries for any taxable period and, to the Knowledge of the Company, no request for any such waiver or extension is currently pending. The Company has not received any written requests for information by any Tax authority that are currently outstanding that could adversely affect the Taxes of the Company or any of its Subsidiaries; and there are no proposed material reassessments received in writing by the Company of any property owned by the Company or any of its Subsidiaries or other proposals that could materially increase the amount of any Tax to which the Company or any of its Subsidiaries would be subject.

(d) As of the date of this Agreement, no audit or other proceeding by any Governmental Entity is pending or, to the Knowledge of the Company, threatened with respect to any Taxes due from or with respect to the Company or any of its Subsidiaries.

(e) Neither the Company nor any of its Subsidiaries is a party to any Tax sharing or similar Tax agreement (other than an agreement exclusively between or among the Company and its Subsidiaries) pursuant to which it will have any obligation to make any payments on account of Taxes after the Closing Date. Neither the Company nor any of its Subsidiaries has any liability as a result of being or having been before the Closing Date a member of an affiliated, consolidated, combined or unitary group, other than a group of which the Company and its Subsidiaries are currently members, or as a result of a Tax sharing, Tax indemnity or Tax allocation agreement.

(f) Neither the Company nor any of its Subsidiaries has distributed stock of another Person or had its stock distributed by another Person in a transaction that was intended to be governed in whole or in part by Section 355 or 361 of the Code in the two (2) years prior to the date of this Agreement.

(g) Neither the Company nor any of its Subsidiaries has, to the Knowledge of the Company, "participated" in a "reportable transaction" within the meaning of Treasury Regulation Section 1.6011-4, other than a transaction exempted from the reporting requirements of such Regulation.

Section 3.15 Intellectual Property.

(a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company or one or more of its Subsidiaries own all rights, title and interest in and to, or otherwise has a valid right to use, all Intellectual Property necessary to conduct their business as it is conducted as of the date of this Agreement; (ii) there are no Legal Actions instituted or pending against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened in writing since December 31, 2005 by any Person, contesting or challenging the right of the Company or any of its Subsidiaries to use any of the Intellectual Property owned or used by the Company or any of its Subsidiaries in the conduct of their business or alleging that such Intellectual Property infringes or otherwise violates the Intellectual Property of any third party; and to the Knowledge of the Company, no Person is infringing or otherwise violating any of the Intellectual Property owned or used by the Company or any of its Subsidiaries in any material respect; and (iii) neither the Company nor any of its Subsidiaries has received any written notice claiming that it has infringed or otherwise violated any Intellectual Property of any third party. To the Knowledge of the Company, the Company and its Subsidiaries are in compliance in all material respects with applicable Laws relating to data protection and privacy and their own privacy policies.

(b) Section 3.15(b) of the Company Disclosure Letter sets forth all material registered trademarks and registered service marks, trademark and service mark registration applications, domain name registrations, copyright registrations, copyright registration applications, patents and patent applications owned as of the date of this Agreement by the Company or its Subsidiaries.

Section 3.16 Title to Real Properties. Neither the Company nor any of its Subsidiaries owns any real property. The Company and each of its Subsidiaries have good and valid leasehold interests in all real property leased by them, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. With respect to all leases under which the Company or any of its Subsidiaries lease any real property, such leases are in good standing, valid and effective against the Company or any of its Subsidiaries and, to the Companys Knowledge, the counterparties thereto, in accordance with their respective terms, and there is not, under any of such leases any existing default by the Company or any of its Subsidiaries or, to the Companys Knowledge, the counterparties thereto, or any event which, with notice or lapse of time or both, would become a default by the Company or any of its Subsidiaries or, to the Companys Knowledge, the counterparties thereto, other than failures to be in good standing and defaults under such leases which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 3.17 Funds; Assets Under Management.

(a) The Aggregate Base Revenue Run-Rate is set forth in Section 3.17(a) of the Company Disclosure Letter.

(b) Each Public Fund is duly regis