TAKE THE “A” TRAIN O1

NEVER MAKE IT ON TIME O2

I GOT RHYTHM O3

FOR ANOTHER DAY O4

GOD BLESS THE CHILD O5

COOL MY HEELS O6

YOU’LL HAVE TO SWING IT (MR. PAGANINI) O7

BIENVENUE DANS MA VIE O8

FIRST LADY O9

ON THE SUNNY SIDE OF THE STREET / FOOL IN THE RAIN 1O

GREY SKIES 11

TRY TRY TRY 12

OVER THE RAINBOW 13

I BELIEVE 14

THE CIRCLE GAME 15

NIKKI EPK 16

Produced by Phil Ramone and Jesse Harris

www.nikkiyanofsky.comwww.deccarecords-us.com

A UNIVERSAL MUSIC COMPANY

O1 TAKE THE “A” TRAIN (3:33)

(Billy Strayhorn) · State One Songs America LLC · Arranged by Rob Fahie · Additional Lyrics by Sharada Banman, Elyssa Yanofsky and Nikki Yanofsky · Produced by Phil Ramone ·Recorded by Lawrence Manchester at Les Studios Piccolo, Montreal, Quebec · Assisted by Manuel Marie · Additional Recording by Dan Cinelli at Planet Studios, Montreal, Quebec Assisted by Patrick Goyette and Gabriel Rondeau · Vocal Sessions Produced by Rob Fahie ·John Sadowy – Piano · Rob Fahie – Bass · Geoffrey Lang – Drums · Jocelyn Couture –Trumpet · Ron DiLauro – Trumpet · Dave Grott – Trombone and Bass Trombone · Pat Vetter – Alto Saxophone · Richard Beaudet – Tenor Saxophone · Jean Frechette – Baritone Saxophone and Bass Clarinet · Nathalie Bonin – Violin I · Valérie Belzile – Violin II · Véronique Potvin – Viola · Christine Giguère – Cello

O2 NEVER MAKE IT ON TIME (2:28)

(Jesse Harris/Ron Sexsmith/Nikki Yanofsky) · Beanly Songs (BMI)/Sony ATV Tunes LLC/Ronboy Rhymes Inc./Sony ATV/ Almo Music Corp. (ASCAP) · Produced by Phil Ramone and Jesse Harris · Horns Arranged by Michael Leonhart · Recorded by Tom Schick at Avatar Studios, New York, New York and Planet Studios, Montreal, Quebec · Assisted by Rick Kwan, Bob Mallory and Gabriel Rondeau · Larry Goldings – Wurlitzer and B3 Organ · Jesse Harris – Acoustic Guitar · Jim Oblon Electric Guitar · Zev Katz – Bass · Shawn Pelton – Drums · Mauro Refosco – Percussion · Michael Leonhart – Flugelhorn · Chris Cheek – Tenor Saxophone

O3 I GOT RHYTHM (3:45)

(George Gershwin/Ira Gershwin) · WB Music Corp. (ASCAP) · Arranged by Paul Shrofel and Sharada Banman · Produced by Phil Ramone · Recorded by Lawrence Manchester at Les Studios Piccolo, Montreal, Quebec. · Assisted by Manuel Marie · Vocals Recorded by Dan Cinelli at Planet Studios, Montreal, Quebec · Assisted by Patrick Goyette · Vocal Sessions Produced by Rob Fahie · John Sadowy – Piano · Rob Fahie – Bass · Geoffrey Lang – Drums · Jocelyn Couture – Trumpet · Ron DiLauro – Trumpet · Dave Grott – Trombone and Bass Trombone · Pat Vetter – Alto Saxophone · Richard Beaudet – Tenor Saxophone · Jean Frechette – Baritone Saxophone and Bass Clarinet

O4 FOR ANOTHER DAY (2:51)

(Jesse Harris/Ron Sexsmith/Nikki Yanofsky) · Beanly Songs (BMI)/Sony ATV Tunes LLC/Ronboy Rhymes Inc./Sony ATV/ Almo Music Corp. (ASCAP) · Produced by Phil Ramone and Jesse Harris · Recorded by Tom Schick at Avatar Studios, New York, New York and Planet Studios, Montreal, Quebec · Assisted by Rick Kwan, Bob Mallory and Patrick Goyette · Larry Goldings –Piano and Glockenspiel · Henry Hey – Wurlitzer, Rhodes and Piano · Jesse Harris – Acoustic Guitar · Jim Oblon Electric Guitar · Zev Katz – Bass · Shawn Pelton – Drums · Mauro Refosco – Percussion and Marimba · Dave Eggar – Cello

O5 GOD BLESS THE CHILD (5:03)

(Arthur Herzog, Jr./Billie Holiday) · Edward B Marks Music Company (BMI) · Arranged by Rob Mounsey · Adapted by Rob Fahie · Produced by Phil Ramone · Recorded by Lawrence Manchester at Les Studios Piccolo, Montreal, Quebec · Assisted by Manuel Marie · Vocals Recorded by Dan Cinelli at Planet Studios, Montreal, Quebec · Assisted by Patrick Goyette · Vocal Sessions Produced by Rob Fahie · John Sadowy – Piano · Rob Fahie – Electric and Acoustic Bass · Geoffrey Lang – Drums ·Richard White – Guitar · Robert Goldfarb – B3 Organ · Jocelyn Couture – Trumpet · Ron DiLauro – Trumpet Dave Grott – Trombone · Pat Vetter – Alto Saxophone · Richard Beaudet – Tenor Saxophone · Jean Frechette – Baritone Saxophone and Bass Clarinet · Nathalie Bonin – Violin I · Valérie Belzile – Violin II · Véronique Potvin – Viola · Christine Giguère – Cello

O6 COOL MY HEELS (3:22)

(Jesse Harris/Ron Sexsmith/Nikki Yanofsky) · Beanly Songs (BMI)/Sony ATV Tunes LLC/Ronboy Rhymes Inc./Sony ATV/ Almo Music Corp. (ASCAP) · Produced by Phil Ramone and Jesse Harris · Horns Arranged by Michael Leonhart · Recorded by Tom Schick at Avatar Studios, New York, New York and Planet Studios, Montreal, Quebec · Assisted by Rick Kwan and Patrick Goyette · Larry Goldings – Fender Rhodes and B3 Organ · Jesse Harris – Acoustic Guitar · Jim Oblon – Electric Guitar · Tim Luntzel – Electric Bass · Shawn Pelton – Drums · Michael Leonhart – Trumpet · Chris Cheek – Tenor and Baritone Saxophone · Clark Gayton – Trombone and Tuba

O7 YOU’LL HAVE TO SWING IT (MR. PAGANINI) (4:18)

(Sam Coslow) · Sony/ATV Harmony (ASCAP) · Produced and Adapted by Rob Fahie · Recorded by Daniel Cinelli at Planet Studios, Montreal, Quebec · Assisted by Patrick Goyette · John Sadowy – Piano · Rob Fahie – Bass · Richard Irwin – Drums

O8 BIENVENUE DANS MA VIE (3:48)

(Jesse Harris/Ron Sexsmith/Nikki Yanofsky) · Beanly Songs (BMI)/Sony ATV Tunes LLC/Ronboy Rhymes Inc./Sony ATV/Almo Music Corp. (ASCAP) · Produced by Phil Ramone and Jesse Harris · Recorded by Tom Schick at Avatar Studios, New York, New York · Assisted by Rick Kwan · Larry Goldings – Piano and Accordion · Jesse Harris – Acoustic Guitar · Jim Oblon – Acoustic and Electric Guitar · Zev Katz – Upright Bass · Shawn Pelton – Drums

O9 FIRST LADY (3:02)

(Robi Botos/Nikki Yanofsky) · Robi Botos Music/Almo Music Corp. (ASCAP) · Produced by Phil Ramone · Recorded by Lawrence Manchester at Les Studios Piccolo, Montreal, Quebec. · Assisted by Manuel Marie · Vocals & Bass Recorded by Dan Cinelli at Planet Studios, Montreal, Quebec · Assisted by Patrick Goyette · Vocal Sessions Produced by Rob Fahie · John Sadowy – Piano · Rob Fahie – Bass · Geoffrey Lang – Drums

1O ON THE SUNNY SIDE OF THE STREET / FOOL IN THE RAIN (2:43)

(Jimmy McHugh/Dorothy Fields/John Baldwin/Jimmy Page/Robert Plant) · Cotton Club Publishing/EMI April Music Inc./ Shapiro Bernstein & Co. Inc./Flames of Albion Music, Inc./WB Music Corp. (ASCAP) · Arranged by Rob Fahie, Geoff Lang, John Sadowy, Robert Goldfarb and Nikki Yanofsky · Produced and Adapted by Rob Fahie · Recorded by Daniel Cinelli at Planet Studios, Montreal, Quebec · Assisted by Patrick Goyette and Gabriel Rondeau · John Sadowy – Piano · Rob Fahie – Bass · Richard Irwin – Drums · Andy Dacoulis – Guitar · Ron DiLauro – Trumpet · Serge Arsenault – Trombone · Pat Vetter – Alto and Tenor Saxophone · Jean Frechette Baritone Saxophone

11 GREY SKIES (3:20)

(Sharada Banman/Paul Shrofel/Nikki Yanofsky) · Scapenote Music/Almo Music Corp. (ASCAP) · Arranged by Sharada Banman and Paul Shrofel · Produced by Rob Fahie, Paul Shrofel and Sharada Banman · Recorded by Daniel Cinelli at Planet Studios, Montreal, Quebec · Assisted by Patrick Goyette and Gabriel Rondeau · Mix Produced by Phil Ramone and Jesse Harris · Paul Shrofel – Piano and B3 Organ Rob Fahie – Bass · Richard Irwin – Drums · Andy Dacoulis – Electric and Acoustic Guitar · Christine Giguère – Cello

12 TRY TRY TRY (3:12)

(Feist) · Universal Music MGB Ltd. (PRS) · Produced by Phil Ramone and Jesse Harris · Horns Arranged by Michael Leonhart Recorded by Tom Schick at Avatar Studios, New York, New York and Planet Studios, Montreal, Quebec · Assisted by Rick Kwan and Gabriel Rondeau · Larry Goldings – Wurlitzer and B3 Organ · Jesse Harris – Acoustic Guitar · Jim Oblon – Electric Guitar · Tim Luntzel – Bass · Shawn Pelton – Drums · Michael Leonhart – Trumpet, Flugelhorn and Mellophonium · Clark Gayton – Trombone, Euphonium and Tuba

13 OVER THE RAINBOW (5:07)

(Harold Arlen/E.Y. Harburg) · EMI Feist Catalog Inc. (ASCAP) · Produced by Rob Fahie · Recorded and Mixed by Daniel Cinelli at Planet Studios, Montreal, Quebec · Assisted by Patrick Goyette · John Sadowy – Piano

14 I BELIEVE (4:10)

(Stephan Moccio/Alan Frew) · FrewSongs Inc/Universal Music Publishing · Produced by Stephan Moccio, Phil Ramone and Jesse Harris · Engineered by Sven Heidinga, Armin Steiner and Roy Hendrickson · Mixed by Vic Florencia · Orchestrated and Conducted by William Ross · Joao Carvalho – Mastering Engineer · Stephan Moccio – Piano, Percussion and Programming · Sven Heidinga – Additional Programming · Anthony Vanderburgh – Guitar · The Bach Children’s Chorus Directed by Linda Beaupré

15 THE CIRCLE GAME (4:52)

(Joni Mitchell) · Crazy Crow Music/Sony/ATV Music Publishing · Arranged by Paul Shrofel and Sharada Banman · Produced by Phil Ramone · Recorded by Elliot Sheiner at Les Studios Piccolo, Montreal, Quebec · Assisted by Manuel Marie · Vocals Recorded by Dan Cinelli at Planet Studios, Montreal, Quebec · Assisted by Patrick Goyette · Vocal Sessions Produced by Rob Fahie · Mixed by Tom Schick at Avatar Studios · John Sadowy – Piano · Rob Fahie – Bass · Geoffrey Lang – Drums · Robert Goldfarb – B3 Organ · Paul Picard – Percussion · Jocelyn Couture – Trumpet · Ron DiLauro – Trumpet · Pat Vetter – Clarinet and Flute · Jean Frechette – Clarinet and Flute · Nathalie Bonin – Violin I · Stéphane Allard – Violin II · Jean René – Viola · Christine Giguère – Cello

16 NIKKI EPK (5:40)

(Nikki Yanofsky) · Video Produced by Olga Makrias · Doug Biro – Video Director · Jon Fine – Video Editor

All Mixes Produced by Phil Ramone, Jesse Harris and Rob Fahie except for tracks 2 and 4 by Phil Ramone and Jesse Harris, tracks 7 and 13 by Rob Fahie and track 14 by Stephan Moccio. Mixed by Tom Schick at Avatar Studios, New York, New York except for tracks 2, 4, 6 and 12 by Mick Guzauski at Barking Doctor Recording, Mount Kisco, New York, tracks 7 and 13 by Dan Cinelli at Planet Studios, Montreal, Quebec and track 14 by Vic Florencia at Concrete Jungle Productions, Toronto, Ontario · Mastered by Greg Calbi at Sterling Sound, New York, NY · Vocal Coaching on all tracks: Sharada Banman · New York Production Manager and Contractor: Jill Dell’Abate · Montreal Production Manager and Contractor: Rob Fahie · A&R by Scott Morin, Dave Novik and A440 Entertainment · Executive Producer: A440 Entertainment · A&R Administration: Evelyn Morgan and Amy Merxbauer ·A&R Coordination: Paul Altomari · Art Direction: Pat Barry · Package Design: Julian Peploe Studio · Photography: Jeff Lipsky · Stylist: Cannon at www.judycasey.com · Hair and Makeup: April Greaves · Package Coordination: Tom Arndt

CHARITABLE CAUSES

MUSICOUNTSMusiCounts, Canada’s music education charity associated with CARAS, is helping to keep music alive in schools across Canada. MusiCounts’ mission is to ensure that children in Canada, regardless of socio-economic circumstances and cultural background, have access to a comprehensive music program through their school. MusiCounts includes Band Aid musical instrument grants, the MusiCounts Teacher of the Year Award, Scholarships, and other music education initiatives. 416-485-3135 ext. 228 – www.musicounts.ca

THE MONTREAL CHILDREN’S HOSPITAL FOUNDATIONThe Montreal Children’s Hospital Foundation supports excellence in pediatric care at The Montreal Children’s Hospital of The McGill University Health Centre. Thanks to donations from individuals, community groups, companies and private foundations, the MCH Foundation contributes actively to the advancement of teaching and research activities and funds state-of-the-art medical and surgical equipment, special projects and urgent renovation projects at the Hospital. 1-866-934-4846 – www.childrenfoundation.com

YÉLE HAITIYéle Haiti is a foundation started by Grammy-Award winning musician, producer and social entrepreneur Wyclef Jean that is changing lives in this desperately poor but optimistic nation. Through Yéle Haiti, Wyclef uses music, sports and the media to reinforce projects that are making a difference in education, health, environment and community development. In practical terms this translates to over 3,000 new jobs, close to 7,000 children being put in school, more than 8,000 people a month receiving food and approximately 2,000 young people a month learning about HIV/AIDS prevention. 212-352-0552 – yele.org

www.nikkiyanofsky.com www.deccarecords-us.com602527394404 �� 2010 Decca Label Group, a Division of UMG Recordings, Inc., 825 Eighth Avenue, New York, NY 10019. Distributed by Universal Music Distribution. All Rights Reserved.

A UNIVERSAL MUSIC COMPANY

FROM NIKKIWow, I can’t believe this is actually done! · Recording this album started almost 2 years ago – from songwriting in my base-ment with Ron Sexsmith and Jesse Harris to composing with Sharada Banman and Paul Shrofel in their house (with chai tea that made me bounce off the walls), we got to the core of the music and messages we were trying to convey – we wanted to make sure that it was as good as we could make it. Going into the studio with so many marvelous musicians was incredible and, of course, working with Phil Ramone was so unreal. I couldn’t get over the fact that I was recording my songs – songs that I had helped write as well as songs that had been around long before me. The whole process was crazy and so exciting. I still can’t believe how lucky I am to have been able to do all this...it’s always been my dream. Everyone tells me that this industry can be tough but with the group I have surrounding me, nothing could be warmer or fuzzier · So, to all the people who have pur-chased this album of love, power and integrity, I invite you to keep an open mind – pop lovers, listen in on the jazz, diehard jazz fans, take a good listen to the pop and everyone in between just enjoy the music. That’s what I do.

Peace, NIKKI

THANKS TO:My family – Richard, Elyssa, Michael, Andrew and Vince (Hudsy too – miss you buddy) for always being there for me, supporting me and loving me no matter what I do · My extended family of course, for being my biggest fans. Love you guys · Sharada Banman for continuing to help me find my voice · All of the songwriters – Jesse Harris, Ron Sexsmith, Feist, Sharada Banman, Paul Shrofel and Robi Botos. It was a pleasure collaborating with you all · All of the musicians on this album and all of those with whom I shared a stage for their creativity, virtuosity and patience… and good looks. :-P · Stephan Moccio and Alan Frew for the wonderful experience of “I Believe” as well as Ivan Fecan, Catherine MacLeod, Dan Cimoroni and everyone at CTV for their faith, trust and support · Chris Roberts, Paul Foley, Steve Singer, Pat Barry, Olga Makrias, Denise McGovern, Dave Novik, Dickon Stainer and everyone at Decca Records · Randy Lennox, Carol Wright, Laura van Leest, Tyson Parker, Donna Lidster, Thom McKercher, Mima Agozzino and everyone at Universal Canada · Hajime Isogai, Yoshi Saito, Hiroshi Aono, Mas Hiratsuka and everyone at Universal Japan · Shaw Saltzberg, Vesna Pejkovic and everyone at SL Feldman and Associates · Rob Light and Nigel Hassler and everyone at Creative Artists Agency · Elizabeth Lutz, Rebecca Shapiro, and Mark Satlof at Shore Fire Media · Elliot Scheiner, Tom Schick, Mick Guzauski, Lawrence Manchester, Dan Cinelli and all of the engineers and assistants involved in the project for making me and the musicians sound great! · The staff at Avatar Studios, Planet Studios and Les Studios Piccolo for their hospitality · Wyclef Jean for helping me find my “swagga” · Lisa Ellis for her continuous faith in this project · My producers Phil Ramone and Jesse Harris and Rob Fahie for making this process even more enjoyable. It’s been a long work in progress boys but it couldn’t have been a better one having you guys behind the board · Marvin Hamlisch for the best 14th birthday present ever and for sharing his seemingly limitless experience and his invaluable guidance with me · Rubin Fogel and André Menard who were there at the beginning, who were instrumental in helping launch my career and for their continued support through the years. My amazing friends: Erin S., Erin A., Greg, Oliver and Emily · My extended friends, love you all xoxo · My amazing man-agement team – my A440 Entertainment family – Peter Yanofsky, Robert Goldfarb, Geoffrey Lang, Scott Morin, Darrin Rosenthal, Rob Fahie, Maral Halebi, Dave Wilkes, Aurélien Parent-Koenig and Jesse Markowitz · Last but not least, you, my dear fans! This all couldn’t be happening without your interest and support in this dream that is now a reality for me. Thanks for loving music as much as I do.

MANAGEMENTA440 Entertainmentwww.a440entertainment.com3500 de Maisonneuve O. Suite 800Montreal, Quebec H3Z 3C1Phone: (514) 738-2140 or (647) 347-0256info@a440entertainment.com

FOR BOOKINGInternational Touring Coordinator: Shaw Saltzberg, S.L. Feldman & AssociatesUSA: CAA, Rob Light RLight@caa.comEurope: CAA, Nigel Hassler NHassler@caa.com Canada and Rest of World: S.L. Feldman & Associates, Shaw Saltzbergshaw@slfeldman.com