S-4 1 a2192960zs-4.htm S-4

As filed with the Securities and Exchange Commission on May 13, 2009

Registration Statement No. 333-      

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



NUVEEN INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)

Delaware   6282   36-3817266
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer Identification No.)

333 West Wacker Drive
Chicago, Illinois 60606
(312) 917-7700
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

John L. MacCarthy
333 West Wacker Drive
Chicago, Illinois 60606
(312) 917-7700
(Name, address, including zip code, and telephone, including area code, of agent for service)

with a copy to:

Steven J. Gavin
Winston & Strawn LLP
35 West Wacker Drive
Chicago, Illinois 60601
(312) 558-5600

         Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

         If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. o

         If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer o
(Do not check if a smaller reporting company)
  Smaller reporting company o

         If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this

         transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   o    
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   o    


CALCULATION OF REGISTRATION FEE

 
Title of Each Class of
Securities to be Registered

  Amount to be Registered
  Proposed
Maximum Offering
Price Per Share

  Proposed
Maximum Aggregate
Offering Price(1)

  Amount of
Registration Fee(2)

 
101/2% Senior Notes due 2015   $785,000,000   100%   $785,000,000   $43,803
 
Guarantees of 101/2% Senior
Notes due 2015
  N/A   N/A   N/A   N/A(3)
 
(1)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) of the Securities Act of 1933.
(2)
Calculated in accordance with Rule 457(f) of the Securities Act.
(3)
No additional consideration is being received for the guarantees and, therefore, no additional fee is required.

         The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


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TABLE OF ADDITIONAL REGISTRANTS

Name
  State or Other
Jurisdiction of
Incorporation or
Organization
  Primary
Standard
Industrial
Classification
Code Number
  IRS Employer
Identification
Number

Windy City Investments, Inc. 

  Delaware   6282   26-0373324

Nuveen HydePark Group, LLC

  Delaware   6282   N/A

Nuveen Asset Management

  Delaware   6282   31-0942504

Nuveen Investments Advisers Inc. 

  Delaware   6282   04-3714572

Nuveen Investments Holdings, Inc. 

  Delaware   6282   36-7364377

Nuveen Investments Institutional Services Group LLC

  Delaware   6282   86-1071549

NWQ Holdings, LLC

  Delaware   6282   02-0767175

NWQ Investment Management Company, LLC

  Delaware   6282   47-0875103

Nuveen Investment Solutions, Inc. 

  Illinois   6282   36-3293941

Rittenhouse Asset Management, Inc. 

  Delaware   6282   23-2119472

Santa Barbara Asset Management, LLC

  Delaware   6282   20-3432117

Symphony Asset Management LLC

  California   6282   94-3252504

Tradewinds Global Investors, LLC

  Delaware   6282   02-0767178

Winslow Capital Management, Inc. 

  Minnesota   6282   41-1719690

        The address of each of the additional registrants is c/o Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606.


The information in this Prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 13, 2009

PROSPECTUS

        Nuveen Investments, Inc.

Offer to Exchange
101/2% Senior Exchange Notes due 2015
for all Outstanding
101/2% Senior Notes due 2015 issued on November 13, 2007



        We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (which together constitute the exchange offer), $785,000,000 aggregate principal amount of our 101/2% Senior Exchange Notes due 2015 (the "New Notes") for the 101/2% Senior Notes due 2015 that we issued, subject to resale restrictions, on November 13, 2007 in an aggregate principal amount of $785,000,000 (the "Old Notes" and, collectively with the New Notes, the "Notes").

The New Notes and the Guarantees

        The terms of the New Notes are identical in all material respects to the Old Notes, except that the registration rights and related liquidated damages provisions and the transfer restrictions applicable to the Old Notes are not applicable to the New Notes. The New Notes will be senior unsecured obligations and will rank equally in right of payment with all of our existing and future senior unsecured indebtedness. The New Notes will be guaranteed by each of our current and future direct and indirect domestic restricted subsidiaries that guarantee debt under our senior secured credit facilities.

        The Notes are not traded on any national securities exchange and have no established trading market.

The Exchange Offer

        The exchange offer will expire at 5:00 p.m., New York City time, on                , 2009, unless extended. Subject to the satisfaction or waiver of specified conditions, we will exchange New Notes for all Old Notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer. Tenders of Old Notes may be withdrawn at any time before the expiration of the exchange offer. We will not receive any proceeds from the exchange offer.

        Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the New Notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where the Old Notes were acquired by the broker-dealer as a result of market-making activities or other trading activities during the period beginning on the consummation of the exchange offer and ending on the close of business 180 days after the consummation of the exchange offer, or such shorter period as will terminate when all New Notes held by broker-dealers for their own account have been sold pursuant to this prospectus. See "Plan of Distribution."

        The exchange offer involves risks. See "Risk Factors" beginning on page 11.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.



The date of this prospectus is                , 2009


        You should rely only on the information contained in this prospectus. We have not authorized any person to provide you with any information or represent anything not contained in this prospectus, and, if given or made, any such other information or representation should not be relied upon as having been authorized by us. We are not making an offer to sell the New Notes in any jurisdiction where an offer or sale is not permitted.

        This prospectus incorporates business and financial information about the Company that is not included in or delivered with this prospectus. This information is available free of charge to security holders upon written or oral request to: Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606; Attention: John L. MacCarthy (telephone (312) 917-7700).



TABLE OF CONTENTS

 
  Page  

Prospectus Summary

    1  

Risk Factors

    11  

Cautionary Note Regarding Forward-Looking Statements

    25  

The Exchange Offer

    27  

Use of Proceeds

    35  

Ratio of Earnings to Fixed Charges

    36  

Capitalization

    37  

Selected Consolidated Financial Data for Nuveen Investments

    38  

Management's Discussion and Analysis of Financial Condition and Results of Operations

    39  

Business

    63  

Management

    77  

Executive Compensation

    80  

Security Ownership of Principal Shareholders and Management

    94  

Certain Relationships and Related Party Transactions

    96  

Description of Certain Indebtedness

    97  

Description of the New Notes

    100  

Exchange Offer; Registration Rights

    169  

U.S. Federal Income Tax Considerations

    170  

Plan of Distribution

    171  

Legal Matters

    171  

Experts

    171  

Available Information

    172  

Index to Consolidated Financial Statements of Nuveen Investments

    F-1  

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PROSPECTUS SUMMARY

        This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information you need to consider in deciding whether to participate in the exchange offer. This summary is qualified in its entirety by the more detailed information and consolidated financial statements and notes thereto appearing elsewhere in this prospectus. You should read carefully this entire prospectus and should consider, among other things, the matters set forth in the section entitled "Risk Factors" before deciding to participate in the exchange offer. Unless otherwise indicated, "Nuveen Investments," "we," "us," "our," and the "Company" refer to Nuveen Investments, Inc., together with its subsidiaries and predecessors. All references to years made in connection with our financial information or operating results are to years ended December 31, unless otherwise indicated.

        On November 13, 2007, we completed the private offering of an aggregate principal amount of $785,000,000 of the Old Notes. We entered into a registration rights agreement with the initial purchasers of the Old Notes in which we agreed, among other things, to deliver to you this prospectus and to offer to exchange your Old Notes for New Notes with substantially identical terms. You should read the discussion under the heading "Description of the New Notes" for further information regarding the New Notes.

        We believe the New Notes issued in the exchange offer may be resold by you without compliance with the registration and prospectus delivery provisions of the Securities Act, subject to certain conditions. You should read the discussion under the heading "The Exchange Offer" for further information regarding the exchange offer and resale of the New Notes.


The Company

        Founded in 1898, our company is a leading provider of investment management services to high-net-worth and institutional investors and the financial consultants and advisors who serve them. We derive substantially all of our revenues from providing investment advisory services and distributing our managed account products, closed-end exchange-traded funds ("closed-end funds") and open-end mutual funds ("open-end funds" or "mutual funds"). We have a history of innovation in investment products, conservatism in investment approach and attentive client service. We have developed a distinctive, multi-boutique business model that features seven independently branded investment managers, each of which has its own investment strategies and dedicated investment, research and trading personnel. Our investment teams are supported by our scaled distribution, service and operations platform. In addition, our company possesses a well-balanced mix of managed account products, closed-end funds, and open-end funds across equity and fixed income strategies.

        Our seven independently branded investment managers are: Nuveen Asset Management ("NAM"), focusing on fixed-income investments; Nuveen HydePark Group, LLC ("HydePark"), focusing on enhanced equity investment management; NWQ Investment Management Company, LLC ("NWQ"), specializing in value-style equities; Santa Barbara Asset Management, LLC ("Santa Barbara"), dedicated to growth equities; Symphony Asset Management LLC ("Symphony"), with expertise in alternative investments as well as equity and credit strategies; Tradewinds Global Investors, LLC ("Tradewinds"), specializing in global equities; and Winslow Capital Management, Inc. ("Winslow Capital"), specializing in large-cap growth equities.

        On November 13, 2007, a group of private equity investors led by Madison Dearborn Partners ("MDP") acquired all of the outstanding shares of the Company for approximately $5.8 billion in cash (the "MDP Transactions"). Unless the context requires otherwise, the Company and its subsidiaries for the periods on or prior to November 13, 2007 are sometimes referred to in this prospectus as the "Predecessor," and the Company and its subsidiaries for the periods following November 13, 2007 are sometimes referred to in this prospectus as the "Successor."

        Our principal executive offices are located at 333 West Wacker Drive, Chicago, Illinois 60606, and our telephone number is (312) 917-7700. Our web site address is www.nuveen.com.


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Summary of the Exchange Offer

        The summary below describes the principal terms of the exchange offer. The description below is subject to important limitations and exceptions. Please read the section entitled "The Exchange Offer" in this prospectus, which contains a more detailed description of the exchange offer.

The Exchange Offer

  We are offering to exchange $2,000 principal amount of the New Notes, which have been registered under the Securities Act, for each $2,000 principal amount of the Old Notes, which have not been registered under the Securities Act. We issued the Old Notes on November 13, 2007.

  In order to exchange your Old Notes, you must tender them before the expiration date (as described herein). All Old Notes that are validly tendered and not validly withdrawn will be exchanged. We will issue the New Notes on or promptly after the expiration date.

  You may tender your Old Notes for exchange in whole or in part in integral multiples of $1,000 principal amount in excess of $2,000.

Registration Rights Agreement

  We sold the Old Notes on November 13, 2007 to Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC and Morgan Stanley & Co. Incorporated, the initial purchasers, for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States under Regulation S. Simultaneously with that sale, we signed a registration rights agreement with the initial purchasers relating to the Old Notes that requires us to conduct this exchange offer.

  You have the right under the registration rights agreement to exchange your Old Notes for New Notes. The exchange offer is intended to satisfy such right. After the exchange offer is complete, other than in limited circumstances, you will no longer be entitled to any exchange or registration rights with respect to your Old Notes.

  For a description of the procedures for tendering Old Notes, see the discussion under the heading "The Exchange Offer—Procedures for Tendering Old Notes."

Consequences of Failure to Exchange

  If you do not exchange your Old Notes for New Notes in the exchange offer, the Old Notes you hold will remain subject to the restrictions on transfer under the Securities Act and as provided in the Old Notes and in the indenture that governs both the Old Notes and the New Notes. In general, the Old Notes may not be offered or sold unless registered or exempt from registration under the Securities Act, or in a transaction not subject to the Securities Act and applicable state securities laws. We do not plan to register the Old Notes under the Securities Act. See the discussion under the heading "Risk Factors—Risks Related to the Exchange Offer—Holders that do not exchange their Old Notes will continue to hold restricted securities, which will restrict their ability to sell their Old Notes."

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Expiration Date

  The exchange offer will expire at 5:00 p.m., New York City time, on            , 2009, unless we extend it. In that case, the expiration date will be the latest date and time to which we extend the exchange offer. See "The Exchange Offer—Expiration Date; Extensions; Amendments."

Conditions to the Exchange Offer

  The exchange offer is subject to conditions that we may waive in our sole discretion. The exchange offer is not conditioned upon any minimum principal amount of Old Notes being tendered for exchange. See the discussion under the heading "The Exchange Offer—Conditions to the Exchange Offer."

  We reserve the right in our sole discretion, subject to applicable law, at any time and from time to time:

  •  to terminate the exchange offer if specified conditions have not been satisfied;

  •  to extend the expiration date, delay the acceptance of the Old Notes and retain all tendered Old Notes, subject to the right of tendering holders to withdraw their tender of Old Notes; and

  •  to waive any condition or otherwise amend the terms of the exchange offer in any respect. See the discussion under the heading "The Exchange Offer—Expiration Date; Extensions; Amendments."

Procedures for Tendering Old Notes

  If you wish to tender your Old Notes for exchange, you must:

  •  complete and sign a letter of transmittal according to the instructions contained in the letter of transmittal; and

  •  forward the letter of transmittal by mail, facsimile transmission or hand delivery, together with any other required documents, to the exchange agent, either with the Old Notes to be tendered or in compliance with the specified procedures for guaranteed delivery of the Old Notes.

  Specified brokers, dealers, commercial banks, trust companies and other nominees may also make tenders by book-entry transfer.

  Please do not send your letter of transmittal or your Old Notes to us. Those documents should only be sent to the exchange agent. Questions regarding how to tender and requests for information should be directed to the exchange agent. See the discussion under the heading "The Exchange Offer—Exchange Agent."

Special Procedures for Beneficial Owners

 
If your Old Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, we urge you to contact such person promptly if you wish to tender your Old Notes. See the discussion under the heading "The Exchange Offer—Procedures for Tendering Old Notes."

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Withdrawal Rights

  You may withdraw the tender of your Old Notes at any time before the expiration date. To do this, you should deliver a written notice of your withdrawal to the exchange agent according to the withdrawal procedures described under the heading "The Exchange Offer—Withdrawal Rights."

Resales of New Notes

  We believe that you will be able to offer for resale, resell or otherwise transfer the New Notes issued in the exchange offer without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that:

  •  you are acquiring the New Notes in the ordinary course of your business;

  •  you are not participating, and have no arrangement or understanding with any person to participate, in the distribution of the New Notes; and

  •  you are not an affiliate of Nuveen Investments, Inc.

  Our belief is based on interpretations by the staff of the Securities and Exchange Commission (the "SEC"), as set forth in no-action letters issued to third parties unrelated to us. The staff of the SEC has not considered the exchange offer in the context of a no-action letter, and we cannot assure you that the staff of the SEC would make a similar determination with respect to the exchange offer. If our belief is not accurate and you transfer a New Note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from such requirements, you may incur liability under the Securities Act. We do not and will not assume, or indemnify you against, such liability. Each broker-dealer that receives New Notes for its own account in exchange for Old Notes that such broker-dealer acquired as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or other transfer of New Notes. A broker-dealer may use this prospectus for an offer to sell, a resale or other transfers of New Notes issued to it in the exchange offer in exchange for Old Notes that were acquired by it as a result of market making or other trading activities. See the discussion under the heading "Plan of Distribution."

Exchange Agent

  The exchange agent for the exchange offer is U. S. Bank National Association. The address, telephone number and facsimile number of the exchange agent are provided under the heading "The Exchange Offer—Exchange Agent, " as well as in the letter of transmittal.

Use of Proceeds

  We will not receive any cash proceeds from the issuance of the New Notes. See the section "Use of Proceeds."

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U.S. Federal Income Tax Considerations

 
Your participation in the exchange offer generally will not be a taxable exchange for U.S. federal income tax purposes. You should not recognize any taxable gain or loss or any interest income as a result of the exchange. See the section "U.S. Federal Income Tax Considerations."

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Summary Description of the New Notes

        The summary below describes the principal terms of the New Notes. The terms of the New Notes are identical in all material respects to the terms of the Old Notes, except that the registration rights and related liquidated damages provisions and the transfer restrictions applicable to the Old Notes are not applicable to the New Notes. The New Notes will evidence the same debt as the Old Notes and will be governed by the same indenture. Please read the section entitled "Description of the New Notes" in this prospectus, which contains a more detailed description of the terms and conditions of the New Notes.

Issuer   Nuveen Investments, Inc.

Notes Offered

 

$785,000,000 aggregate principal amount of 101/2% Senior Notes due 2015.

 

 

The New Notes offered hereby will be treated as a single series with the $785,000,000 aggregate principal amount of 101/2% notes that we issued on November 13, 2007 (the "Old Notes") and will have the same terms as those of the Old Notes. However, cash interest will accrue on the New Notes from                        , 2009. The next interest payment on the Old Notes and the first payment of cash interest following the issue date of the New Notes will be November 15, 2009. The New Notes and the Old Notes will vote as one class under the indenture.

Maturity Date

 

November 15, 2015.

Interest Payment Dates

 

We will make interest payments on the New Notes semiannually, on each May 15 and November 15, beginning on November 15, 2009.

Ranking and Guarantees

 

The New Notes will be our unsecured senior obligations and will rank equally in right of payment with all of our existing and future senior indebtedness and senior in right of payment to any future indebtedness that is subordinated in right of payment to the New Notes.

 

 

The guarantees of the New Notes will be the guarantors' unsecured obligations and will be subordinated in right of payment only to their obligations under our senior secured credit facilities and related hedging obligations. Each guarantor's guarantee will rank senior in right of payment to any future indebtedness of such guarantor that is subordinated in right of payment to the guarantee. See "Description of the New Notes—Guarantees."

 

 

The New Notes and the guarantees:

 

 

    •

 

will be effectively subordinated to all of our and the guarantors' existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness; and

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        •   will be structurally subordinated to all of the existing and future liabilities (including trade payables) of each of our subsidiaries that do not guarantee the New Notes. These non-guarantor subsidiaries represented an aggregate of 1.9% of our operating revenue (excluding intercompany revenue) for the twelve-month period ended March 31, 2009 and represented an aggregate of 1.5% of our assets as of March 31, 2009.

 

 

As of March 31, 2009, we and the guarantors had approximately $3.8 billion of indebtedness outstanding, of which approximately $2.5 billion is secured indebtedness and none of which is subordinated to the New Notes. We have no indebtedness that is expressly subordinated to the New Notes or the guarantees.

Optional Redemption

 

At any time prior to November 15, 2011, we may redeem some or all of the New Notes at redemption prices described in this prospectus under the caption "Description of the New Notes—Redemption."

 

 

In addition, we may redeem up to 35% of the original principal amount of the New Notes before November 15, 2010, with the net proceeds from certain kinds of equity offerings at a redemption price equal to par plus a premium equal to the then applicable interest rate on the New Notes, together with accrued and unpaid interest, if any, to the redemption date.

 

 

For more details, see the sections "Description of the New Notes—Optional Redemption" and "—Mandatory Redemption."

Change of Control

 

Upon the occurrence of certain change of control events, you will have the right, as a holder of the New Notes, to require us to purchase some or all of your New Notes at 101% of the principal amount thereof, plus accrued and unpaid interest. For more details, see the section "Description of the New Notes—Change of Control."

Certain Covenants

 

The indenture governing the New Notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:

 

 

    •

 

incur additional indebtedness;

 

 

    •

 

make certain distributions, investments and other restricted payments;

 

 

    •

 

dispose of our assets;

 

 

    •

 

grant liens on our assets;

 

 

    •

 

engage in transactions with affiliates; and

 

 

    •

 

merge or consolidate or transfer substantially all of our assets.

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    These covenants are subject to a number of important exceptions and qualifications which are described in this prospectus under the caption "Description of the New Notes—Certain Covenants."

No Public Market; PORTAL Trading

 

The New Notes will not be listed on any securities exchange or included in any automated quotation system. We expect that the notes will be eligible for trading in the PORTAL Market. The initial purchasers are not obligated to make a market for the New Notes, as permitted by applicable laws and regulations. Accordingly, we cannot assure you that a liquid market for the New Notes will develop or be maintained.

Use of Proceeds

 

We will not receive any cash proceeds from the exchange offer. For a description of the use of proceeds from the private offering of the Old Notes, see "Use of Proceeds."

Risk Factors

 

In deciding whether to participate in the exchange offer, you should consider carefully, along with other matters referred to in this prospectus, the information set forth under the caption "Risk Factors" beginning on page 11.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA OF NUVEEN INVESTMENTS

        The following table sets forth summary consolidated historical financial data as of the dates and for the periods indicated. The balance sheet data as of December 31, 2007 and 2008 and the income statement data for each of the periods in the three years ended December 31, 2006, 2007 and 2008 are derived from our audited annual consolidated financial statements beginning on page F-3 (the "Annual Financial Statements") and Notes thereto, which have been audited by KPMG LLP, whose report on our Annual Financial Statements is included in this prospectus. The balance sheet data and income statement data as of and for the three months ended March 31, 2009 and 2008 are derived from our unaudited quarterly consolidated financial statements beginning on page F-66 (the "Quarterly Financial Statements"). The results of operations for the three months ended March 31, 2009 and 2008 are not necessarily indicative of the results that can be expected for the year ending December 31, 2009. As required by Generally Accepted Accounting Principles ("GAAP"), our Annual Financial Statements and Quarterly Financial Statements include the results of Symphony CLO V, Ltd. ("Symphony CLO V") because the equity of Symphony CLO V is owned by affiliates of MDP, our controlling stockholder; however, as we have no equity interest in Symphony CLO V, in certain instances in this prospectus as noted we exclude such results.

        This information is only a summary and should be read together with our Annual Financial Statements and Quarterly Financial Statements, the related Notes and other financial information included or incorporated by reference herein.

        The data presented on the following page should be read in conjunction with, and are qualified in their entirety by reference to, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our Annual Financial Statements and Quarterly Financial Statements and the Notes thereto included in this prospectus.

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Three Year Financial Summary
(in thousands, unless otherwise indicated)

 
   
 
 
  Successor   Predecessor   Successor  
 
   
  For the Period
November 14,
2007 to
December 31,
2007
  For the Period
January 1,
2007 to
November 13,
2007
   
  For the
Three Months Ended March 31,
 
 
  For the Year
Ended
December 31,
2008
  For the Year
Ended
December 31,
2006
 
 
  2009   2008  

Income Statement Data:

                                     
 

Operating Revenues:

                                     
   

Investment advisory fees from assets under management

  $ 707,430   $ 104,207   $ 688,057   $ 685,847   $ 140,529   $ 192,758  
   

Product distribution

    9,442     1,294     5,502     4,745     969     1,231  
   

Performance fees/other revenue

    23,919     5,689     20,309     19,236     5,735     2,825  
                           
     

Total operating revenues

    740,791     111,190     713,868     709,828     147,233     196,814  
 

Operating Expenses:

                                     
   

Compensation and benefits

    282,360     57,693     310,044     263,686     69,426     77,022  
   

Advertising and promotional costs

    13,790     1,718     14,618     13,500     2,424     3,593  
   

All other operating expenses

    247,643     30,188     113,155     105,368     45,944     44,362  
                           
     

Total operating expenses

    543,793     89,599     437,817     382,554     117,794     124,977  
 

Operating Income

    196,998     21,591     276,051     327,274     29,439     71,837  
 

Other Income/(Expense)

    (2,209,851 )   (38,581 )   (49,724 )   15,726     14,588     (76,029 )
 

Net Interest Expense

    (265,444 )   (36,930 )   (18,991 )   (28,166 )   (64,236 )   (68,268 )
                           
 

Income/(Loss) Before Taxes

    (2,278,297 )   (53,920 )   207,336     314,834     (20,209 )   (72,460 )
 

Income Tax Expense/(Benefit)

    (373,601 )   (17,028 )   97,212     120,924     (14,414 )   (19,280 )
                           
 

Net Income/(Loss)

    (1,904,696 )   (36,892 )   110,124     193,910     (5,795 ) $ (53,180 )
   

Less: Net (Income)/Loss Attributable to the Noncontrolling Interests

    139,222     6,354     (7,211 )   (6,230 )   (19,264 )   23,649  
 

Net Income/(Loss) attributable to Nuveen Investments

  $ (1,765,474 ) $ (30,538 ) $ 102,913   $ 187,680   $ (25,059 ) $ (29,531 )
                           

Balance Sheet Data (at period end):

                                     
   

Total assets

  $ 6,454,490   $ 8,685,305     n/a   $ 1,227,772   $ 6,320,093   $ 8,454,282  
   

Total short-term obligations

    273,870     305,945     n/a     259,278     190,484     204,168  
   

Total long-term obligations

    5,267,482     5,536,565     n/a     632,806     5,237,287     5,521,578  
   

Total Nuveen Investments' shareholders' equity

    1,041,103     2,781,480     n/a     290,719     1,007,077     2,740,693  
   

Noncontrolling interest

    (127,965 )   61,315     n/a     44,969     (114,755 )   (12,157 )

Net Assets Under Management, at period end (in millions)

                                     
   

Mutual funds

  $ 14,688   $ 19,195     n/a   $ 18,532   $ 15,264   $ 18,415  
   

Closed-end funds

    39,858     52,305     n/a     52,958     39,570     50,627  
   

Managed accounts

    64,677     92,807     n/a     90,119     60,500     83,984  
                             
     

Total

  $ 119,223   $ 164,307     n/a   $ 161,609   $ 115,334   $ 153,026  
                             

Gross Investment Product Sales (in millions)

                                     
   

Mutual funds

  $ 6,315   $ 6,066 *   n/a   $ 5,642   $ 1,339   $ 1,354  
   

Closed-end funds

    2     1,706 *   n/a     595     166     2  
   

Managed accounts

    14,671     18,381 *   n/a     25,869     4,032     2,898  
                             
     

Total

  $ 20,988   $ 26,153 *   n/a   $ 32,106   $ 5,537   $ 4,254  
                             

Other Financial Data:

                                     
   

Depreciation and amortization

  $ 75,189   $ 9,294   $ 15,457   $ 17,857   $ 19,394   $ 18,372  
   

Capital expenditures

    24,724     24,205 *   n/a     11,123     1,975     3,507  

*
Represents full year 2007

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RISK FACTORS

        You should carefully consider the following risk factors, in addition to the other information contained in this prospectus, before deciding to participate in the exchange offer. Any of the following risks could have a material adverse effect on our business, financial condition, results of operations, cash flow or ability to make payments on the Notes.

Risks Related to the Exchange Offer

Holders that do not exchange their Old Notes will continue to hold restricted securities, which will restrict their ability to sell their Old Notes.

        If you do not exchange your Old Notes for New Notes in the exchange offer, you will continue to be subject to the restrictions on transfer described in the legend on your Old Notes. The restrictions on transfer of your Old Notes arise because we issued the Old Notes in a transaction not subject to the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer to sell the Old Notes if they are registered under the Securities Act and applicable state securities laws or offered or sold pursuant to an exemption from those requirements. If you are still holding any Old Notes after the expiration date of the exchange offer and the exchange offer has been consummated, you will not be entitled to have those Old Notes registered under the Securities Act or to any similar rights under the registration rights agreement, subject to limited exceptions, if applicable. After the exchange offer is completed, we will not be required, and we do not intend, to register the Old Notes under the Securities Act, other than in limited circumstances. In addition, if you exchange your Old Notes in the exchange offer for the purpose of participating in a distribution of the New Notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. To the extent Old Notes are tendered and accepted in the exchange offer, the trading market, if any, for the Old Notes would become proportionately less liquid.

You must comply with the procedures of the exchange offer or you will be unable to receive New Notes.

        You are responsible for complying with all exchange offer procedures. If you do not comply with the exchange offer procedures, you will be unable to obtain the New Notes.

        We will issue New Notes in exchange for your Old Notes only after we have timely received your Old Notes, along with a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your Old Notes in exchange for New Notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent has any duty to inform you of any defects or irregularities in the tender of your Old Notes for exchange. The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2009, or on a later extended date and time as we may decide. See "The Exchange Offer—Procedures For Tendering Old Notes."

Even if you obtain the New Notes in exchange for your Old Notes, your ability to transfer the New Notes may be restricted.

        Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that you may offer for resale, resell and otherwise transfer the New Notes without compliance with the registration and prospectus delivery requirements of the Securities Act, subject to certain limitations. These limitations include that you are not an "affiliate" of ours within the meaning of Rule 405 under the Securities Act, that you acquired your New Notes in the ordinary course of your business and that you are not engaging in and do not intend to engage in, and have no arrangement or understanding with any person to participate in, the distribution of your New Notes. However, we have not requested a no-action letter from the SEC regarding this exchange offer and the SEC might not

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make a similar determination with respect to this exchange offer. If you are an affiliate of ours, are engaged in or intend to engage in, or have any arrangement or understanding with respect to, a distribution of the New Notes to be acquired in the exchange offer, you will be subject to additional limitations. See "The Exchange Offer—Resales of the New Notes."

Risks Related to the Notes and our Other Indebtedness

We are highly leveraged and our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.

        We are highly leveraged and have a substantial amount of indebtedness, which requires significant interest and principal payments. As of March 31, 2009, we had approximately $3.8 billion in aggregate principal amount of indebtedness, which included borrowings of the full $250.0 million available under the revolving credit facility that is part of our senior secured credit facilities.

        Our and our subsidiaries' substantial amount of indebtedness could have important consequences to you, including:

    continuing to require us and certain of our subsidiaries to dedicate a substantial portion of our cash flow from operations to the payment of our indebtedness, thereby reducing the funds available for operations and any future business opportunities;

    limiting flexibility in planning for, or reacting to, changes in our business or the industry in which we operate;

    placing us at a competitive disadvantage compared to our competitors that have less indebtedness;

    increasing our vulnerability to adverse general economic or industry conditions;

    making us and our subsidiaries more vulnerable to increases in interest rates, as borrowings under our senior secured credit facilities are at variable rates; and

    limiting our ability to obtain additional financing to fund working capital, capital expenditures, acquisitions or other general corporate requirements and increasing our cost of borrowing.

        See "Capitalization" and "Description of Certain Indebtedness" for additional information.

We may need to seek a waiver of a financial covenant under our senior secured credit facilities. If so and we do not obtain such waiver, we would be in default. Our debt agreements contain other restrictions that could limit our flexibility in operating our business.

        Our senior secured credit facilities include a financial covenant requiring us to maintain a maximum ratio of senior secured indebtedness to EBITDA. While we were in compliance with this covenant at March 31, 2009, if securities market conditions, particularly in equity markets, do not substantially improve, we may not be in compliance with this covenant later in 2009 or thereafter. In such an event, we intend to work with the lenders to obtain a waiver or amendment to our senior secured credit facilities to address possible noncompliance; however, we can provide no assurance that we will be able to secure such waiver or amendment on satisfactory terms, if at all. To the extent that we must renegotiate any terms of our senior credit facilities in connection with such waiver or amendment, the cost of the debt under our senior secured credit facilities could increase or the renegotiation could result in more onerous terms under our senior secured credit facilities which could have an adverse effect on our financial condition.

        The other covenants and restrictions in our senior secured credit facilities, the indenture governing the notes and our other debt may adversely affect our ability to finance our future operations or capital needs or engage in other business activities that may be in our interest. The agreements governing our

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indebtedness restrict, subject to certain exceptions, our and our subsidiaries' ability to, among other things:

    incur additional indebtedness or guarantees;

    pay dividends or make distributions in respect of our capital stock or make certain other restricted payments or redeem or repurchase capital stock;

    make certain investments;

    create liens on our or our subsidiary guarantors' assets;

    sell assets and subsidiary stock;

    enter into transactions with affiliates;

    alter the business that we conduct;

    designate our subsidiaries as unrestricted subsidiaries; and

    enter into mergers, consolidations and sales of substantially all assets.

        Our and our subsidiaries' ability to comply with these covenants and restrictions may be affected by events beyond our control. If we fail to make any required payment under our senior secured credit facilities or to comply with any of the financial and operating covenants in our senior secured credit facilities, including the financial covenant described above, we will be in default. In the event of any default under our senior secured credit facilities, the applicable lenders could elect to terminate borrowing commitments and declare all borrowings outstanding, together with accrued and unpaid interest and other fees, to be due and payable, to require us to apply all available cash to repay these borrowings or to prevent us from making or permitting subsidiaries to make distributions or dividends, the proceeds of which are used by us to make debt service payments on the notes, any of which would be an event of default under the notes. If any of our creditors accelerate the maturity of their indebtedness, we may not have sufficient assets to satisfy our obligations under our senior secured credit facilities or our other indebtedness, including the notes. See "Description of the New Notes" and "Description of Certain Indebtedness."

Our ability to generate the significant amount of cash needed to pay interest and principal on the notes and service our other debt and financial obligations depends on many factors beyond our control, including current economic conditions and conditions in the securities markets. If we cannot generate the required cash, we may not be able to make the required payments under the notes.

        We cannot assure you that our business will generate sufficient cash flow from operations to enable us to pay our indebtedness, including our indebtedness in respect of the notes, or to fund our other liquidity needs. Our inability to pay our debts would require us to pursue one or more alternative strategies, such as selling assets, refinancing or restructuring our indebtedness or selling equity capital. However, we cannot assure you that any alternative strategies will be feasible at the time or provide adequate funds to allow us to pay our debts as they come due and fund our other liquidity needs. Our senior secured credit facilities and the indenture governing the notes restrict our ability to sell assets and use the proceeds from such sales. Additionally, we may not be able to refinance any of our indebtedness on commercially reasonable terms, or at all. If we cannot service our indebtedness, it could impede the implementation of our business strategy or prevent us from entering into transactions that would otherwise benefit our business.

        Our ability to make scheduled payments or to refinance our obligations with respect to our debt, which has scheduled maturities beginning in September 2010, will depend on our financial and operating performance, which, in turn, is subject to prevailing economic, financial, competitive,

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legislative, legal and regulatory factors and to the following financial and business factors, some of which may be beyond our control:

    continuing overall declines in securities markets;

    poor investment performance by our investment managers;

    decreased demand for our products;

    reductions in fees that we and our competitors charge for our products;

    our inability to compete with other investment managers;

    regulatory developments;

    failure to successfully integrate acquisitions; and

    delays in implementing our business strategy.

        See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources, Liquidity and Financial Condition" and "Description of Certain Indebtedness."

Despite our substantial level of indebtedness, we and our subsidiaries may be able to incur additional indebtedness. This could further exacerbate the risks associated with our substantial indebtedness.

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future in addition to the notes, our senior secured credit facilities and our other debt. We are able to increase the amount available under our senior secured credit facilities by up to an aggregate amount not to exceed the greater of (x) $500.0 million or (y) the maximum amount at the time of such proposed credit increase that could be incurred such that after giving pro forma effect to such credit increase, the Senior Secured Net Leverage Ratio (as defined in the senior secured credit facilities) does not exceed 5.00:1:00. In addition, we may incur other additional indebtedness. Although our senior secured credit facilities and the indenture governing the notes each contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could be substantial. Also, these restrictions do not prevent us or our subsidiaries from incurring obligations that do not constitute indebtedness. To the extent we and our subsidiaries incur further indebtedness, the substantial risks related to our level of indebtedness would increase. See "Description of the New Notes" and "Description of Certain Indebtedness."

Our ability to make payments on the notes depends on our ability to receive dividends or other distributions from our subsidiaries.

        Our cash flow and our ability to service our debt, including the notes, is dependent upon the earnings of our subsidiaries. Our subsidiaries are separate and distinct legal entities. Payment to us by our subsidiaries will be contingent upon our subsidiaries' earnings and other business considerations. In addition, our broker-dealer subsidiary is subject to certain rules imposed by the Financial Industry Regulatory Authority ("FINRA"), which could have the effect of prohibiting that subsidiary from distributing or withdrawing capital and requiring prior notice to the SEC and FINRA for certain withdrawals of capital. Our broker-dealer subsidiary accounted for less than 1% of our revenues (excluding intercompany revenues) for the twelve months ended March 31, 2009 and represented 1% of our assets at March 31, 2009. See "Description of Certain Indebtedness."

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The notes and the subsidiary guarantees are structurally subordinated to all liabilities of our non-guarantor subsidiaries.

        The notes are structurally subordinated to all of the liabilities of our subsidiaries that do not guarantee the notes. In the event of a bankruptcy, liquidation or dissolution of any of our non-guarantor subsidiaries, holders of their debt, including their trade creditors, secured creditors and creditors holding indebtedness or guarantees issued by those subsidiaries, are generally entitled to payment on their claims from assets of those subsidiaries before any assets are made available for distribution to us. Although the indenture governing the notes contains limitations on the incurrence of additional indebtedness by us and our restricted subsidiaries, such limitations are subject to a number of significant exceptions. Moreover, the indenture governing the notes does not impose any limitation on the incurrence by our restricted subsidiaries of liabilities that do not constitute indebtedness under the indenture. The aggregate net operating revenues for the twelve months ended March 31, 2009 of our subsidiaries that do not guarantee the notes were $13.3 million (excluding $48.6 million in intercompany revenue), and at March 31, 2009, those subsidiaries had total assets and total liabilities of $93.4 million and $104.7 million, respectively. See "Description of the New Notes—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." See also "Description of the New Notes—Guarantees" and the consolidating financial information included in the Notes to our Annual Financial Statements and Quarterly Financial Statements.

The notes are unsecured and are effectively subordinated to our secured indebtedness, including our senior secured credit facilities.

        The notes and the related subsidiary guarantees are not secured by any of our or our subsidiaries' assets and therefore are effectively subordinated to the claims of our secured debt holders to the extent of the value of the assets securing our secured debt. Our obligations under our senior secured credit facilities are secured by, among other things, a first priority security interest in the assets of our company (other than the capital stock of our significant subsidiaries) and each of our existing and subsequently acquired or organized wholly owned domestic restricted subsidiaries, subject to certain exceptions. If we become insolvent or are liquidated, or if payment under our senior secured credit facilities is accelerated, the lenders under our senior secured credit facilities will be entitled to exercise the remedies available to a secured lender under applicable law (in addition to any remedies that may be available under documents pertaining to our senior secured credit facilities). In addition, we and/or the subsidiary guarantors may incur additional senior secured indebtedness, the holders of which will also be entitled to the remedies available to a secured lender. See "Description of Certain Indebtedness" and "Description of the New Notes."

We may not be able to purchase the notes upon a change of control, which would result in a default under the indenture governing the notes and would materially adversely affect our business and financial condition.

        Upon a change of control as described under "Description of the New Notes," we are required to make an offer to purchase all of the notes then outstanding at 101% of their principal amount, plus accrued and unpaid interest to the date of purchase. The source of funds for any purchase of the notes would be our available cash or cash generated from other sources, including borrowings, sales of assets, sales of equity or funds provided by our existing or new stockholders. We cannot assure you that sufficient funds from such sources will be available at the time of any change of control to make required repurchases of notes tendered. In addition, the terms of our senior secured credit facilities limit our ability to repurchase the notes and provide that certain change of control events will constitute an event of default under the senior secured credit facilities. Our future debt agreements may contain similar restrictions and provisions. If the holders of the notes exercise their right to require us to repurchase all the notes upon a change of control, the financial effect of this repurchase could cause a default under our other debt, even if the change of control itself would not cause a default.

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Accordingly, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of our other debt and the notes or that restrictions in our senior secured credit facilities and the indenture will not allow such repurchases. In addition, certain corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a "change of control" under the indenture. See "Description of the New Notes—Repurchase at the Option of Holders—Change of Control."

Federal and state fraudulent transfer laws may permit a court to void the guarantees, and, if that occurs, you may not receive any payments on the notes.

        Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a court could void a subsidiary guarantee or claims related to the notes or subordinate a subsidiary guarantee to all of our other debts or to all other debts of a subsidiary guarantor if, among other things, we or a subsidiary guarantor, at the time we or such subsidiary guarantor incurred the indebtedness:

    intended to hinder, delay or defraud any present or future creditor or received less than reasonably equivalent value or fair consideration for the incurrence of such indebtedness;

    the subsidiary guarantor was insolvent or rendered insolvent by reason of such incurrence;

    the subsidiary guarantor was engaged in a business or transaction for which the subsidiary guarantor's remaining assets constituted unreasonably small capital; or

    the subsidiary guarantor intended to incur, or believed that it would incur, debts beyond the subsidiary guarantor's ability to pay such debts as they mature.

        In addition, a court could void any payment by a subsidiary guarantor pursuant to the notes or a subsidiary guarantee and require that payment be returned to such subsidiary guarantor or to a fund for the benefit of the creditors of the subsidiary guarantor.

        The measures of insolvency for purposes of fraudulent transfer laws will vary depending upon the governing law in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor would be considered insolvent if:

    the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

    the present fair saleable value of all of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

    it could not pay its debts as they become due.

Your ability to transfer the notes may be limited by the absence of an active trading market, and an active trading market for the notes may not develop.

        We do not intend to list the notes on any national securities exchange or to seek the admission of the notes for quotation through the National Association of Securities Dealers Automated Quotation System. The initial purchasers are not obligated to make a market in the notes and, even if they intended to do so, may discontinue such market making activity at any time without notice. In addition, any market making activity will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and may be limited during the exchange offer and the pendency of any shelf registration statement. Following completion of the exchange offer for the notes, the ability of the initial purchasers to make a market in the notes may be subject to the availability of a current "market making" prospectus. We have no obligation to provide a "market

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making" prospectus, and therefore there can be no assurance that the initial purchasers would be able to make a market in the notes following the completion of the exchange offer.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. The market for the notes, if any, may be subject to similar disruptions. Any such disruptions may adversely affect the value of your notes. There can be no assurance as to the development or liquidity of any market for the notes, the ability of the holders of the notes to sell their notes or the price at which the holders would be able to sell their notes.

Our controlling equityholder may have interests that conflict with your interests as a holder of notes. In addition, our controlling equityholder's controlling interests in us involves risks to you.

        Pursuant to the limited liability company operating agreement of Windy City Investments Holdings, L.L.C., our indirect parent ("Holdings"), private equity funds managed by MDP are entitled to appoint six of the ten members of Holdings' board of managers, and therefore ultimately control all of our affairs and policies, including the election of our board of directors, appointing members of our management, the approval of certain actions such as amending our charter, commencing bankruptcy proceedings and taking certain corporate actions (including, without limitation, incurring debt, issuing stock, selling assets and engaging in mergers and acquisitions). MDP owns a significant amount of Holdings' equity interests and may have an incentive to increase the value of their investment or cause us to distribute funds at the expense of our financial condition, which may affect our ability to make payments on the notes. For more information see "Certain Relationships and Related Party Transactions." Additionally, MDP is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. MDP may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. So long as investment funds associated with or designated by MDP continue to indirectly own a significant amount of Holdings' equity interests and retain director appointment rights pursuant to the limited liability company agreement of Holdings, MDP will continue to be able to strongly influence or effectively control our decisions.

        The indenture governing the notes allows us and our subsidiaries to engage in transactions with our affiliates subject to certain limitations set forth therein. See "Description of the New Notes—Certain Covenants—Transactions with Affiliates."

The trading prices for the notes will be directly affected by many factors, including our credit rating.

        Credit rating agencies continually revise their ratings for companies they follow, including us. Any ratings downgrade could adversely affect the trading price of the notes or the trading market for the notes, to the extent a trading market for the notes develops. The condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future and any fluctuation may impact the trading price of the notes.

Risks Related to Our Business

Significant and sustained declines in securities markets, such as the declines occurring beginning in 2008, have and may continue to adversely affect our assets under management and financial results. Poor investment performance may also adversely affect our assets under management and our future offerings.

        A large portion of our revenues is derived from investment advisory contracts with clients. Under these contracts, the investment advisory fees we receive are typically based on the market value of assets under management. Significant and sustained declines in securities markets and/or the value of the securities managed may reduce our assets under management and sales of our products, and, as a result, adversely affect our revenues and financial results. Beginning in 2008 and accelerating in the

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fourth quarter of 2008, securities markets have been characterized by substantially increased volatility and have experienced significant overall declines. Primarily as a result of market depreciation, our assets under management decreased from $164.3 billion at December 31, 2007 to $115.3 billion at March 31, 2009.

        In addition, our investment performance is one of the primary factors associated with the success of our business. Poor investment performance by our managers for a sustained period could adversely affect our level of assets under management and associated revenues. Moreover, some of our investment advisory contracts provide for performance fees based on investment performance. Sustained periods of poor investment performance and increased redemptions by existing clients may reduce or eliminate performance fees that we are able to earn under our investment advisory contracts and diminish our ability to sell our other investment management products and attract new investors.

        Our assets under management and investment products are impacted by many factors beyond our control, including the following:

        General fluctuations in equity markets and dealings in equity markets. As of March 31, 2009, approximately 40% of our assets under management were equity assets. As noted above, recently there have been substantial fluctuations in price levels in securities markets, including equity markets. These fluctuations can occur on a daily basis and over longer periods as a result of a variety of factors, including national and international economic and political events, broad trends in business and finance, and interest rate movements. Reduced equity market prices generally may result in lower levels of assets under management and the loss of, or reduction in, incentive and performance fees, each of which will result in reduced revenues. Periods of reduced market prices may adversely affect our profitability if we do not reduce our fixed costs.

        Changes in interest rates and defaults. As of March 31, 2009, approximately 60% of our assets under management were fixed income securities. During 2008, particularly in the fourth quarter of 2008, there were several disruptions in the credit markets and periods of illiquidity. This resulted in a decline in the value of the fixed income securities that we manage reducing our assets under management. Although fixed income securities markets appear to have stabilized in 2009, these conditions could recur. Increases in interest rates from their present levels may also adversely affect the values of fixed income securities. Further, the value of the assets may decline as a result of an issuer's actual or perceived creditworthiness or an issuer's ability to meet its obligations. In addition, increases in interest rates may have a magnified adverse effect on our leveraged closed-end funds. Moreover, fluctuations in interest rates may have a significant impact on securities markets, which may adversely affect our overall assets under management.

        Redemptions and other withdrawals. Investors (in response to adverse market conditions, inconsistent investment performance, changing credit qualities of assets or financial guarantees thereof, the pursuit of other investment opportunities or otherwise) may reduce their investments in our specific investment products or in the market segments in which our investment products are concentrated.

        Political and general economic risks. The investment products managed by us may invest significant funds in international markets that are subject to risk of loss from political or diplomatic developments, government policies, civil unrest, currency fluctuations and changes in legislation related to foreign ownership. International markets, particularly emerging markets, are often smaller, may not have the liquidity of established markets, may lack established regulations and may experience significantly more volatility than established markets.

        Reduction in attractive investments. Fluctuations in securities markets may adversely affect the ability of our managers to find appropriate investments. If any of our investment managers is not able to find sufficient appropriate investments for new client assets in a timely manner, the investment manager's investment performance could be adversely affected.

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The failure of the auctions for Auction Rate Preferred Stock that began in February 2008 could have an adverse effect on our business.

        We sponsor 121 closed-end funds of which 100 were leveraged through the issuance of an auction-rate preferred stock ("ARPS"). Our leveraged closed-end funds had $15.4 billion of ARPS outstanding as of December 31, 2007. This leverage seeks to enhance income for common shareholders of the fund in accordance with the funds' investment objectives and policies. Beginning on February 12, 2008, the $342 billion auction-rate securities market, including approximately $65 billion of ARPS issued by closed-end funds, began to experience widespread auction failures. Since February 14, 2008, virtually all auctions for ARPS issued by closed-end funds, and all ARPS of our funds, have failed. As a result of the auction failures, investors in ARPS of our funds have been unable to sell their ARPS in these auctions. Although our funds have refinanced $5.4 billion of their outstanding ARPS as of March 31, 2009, $10.0 billion remained outstanding as of such date. $9.1 billion of these ARPS were issued by our municipal funds and pay tax-exempt dividends which limits the refinancing options available for these ARPS. Our inability to arrange for the refinancing of the remaining outstanding ARPS of our funds may damage our relationships with the third party distributors through which we distribute the closed-end funds we sponsor and other investment products. It may also damage our reputation in the marketplace making it more difficult for us to distribute new closed-end funds and other investment products sponsored by us which could result in an adverse affect on our business. In addition, FINRA and other regulatory authorities have requested information about our marketing and distribution of our funds' ARPS (the "FINRA Enforcement Inquiry"). We are currently producing documents in the FINRA Enforcement Inquiry. The FINRA Enforcement Inquiry or action by other regulatory authorities could result in fines or other action which could adversely affect us.

We face substantial competition in the investment management business.

        The asset management industry in which we are engaged is extremely competitive, and we face substantial competition in all aspects of our business. We compete with numerous international and domestic asset management firms and broker-dealers, mutual fund companies, hedge funds, commercial banks, insurance companies and other investment companies and financial institutions. Many of these organizations offer products and services that are similar to, or compete with, those offered by us, and some have substantially more personnel and greater financial resources and/or assets under management than we do. Some of our competitors have proprietary products and distribution channels that may make it more difficult for us to compete with them.

        A sizable number of new asset management firms and mutual funds have been established in the last ten years, increasing our competition. In addition, the asset management industry has experienced consolidation as numerous asset management firms have either been acquired by other financial services firms or have ceased operations. In many cases, this has resulted in firms having greater financial resources than us. In addition, a number of heavily capitalized companies, including commercial banks and foreign entities, have made investments in and acquired asset management firms. Access to brokerage firms' retail distribution systems, "wrap fee" retail managed account programs, and mutual fund and other distribution channels has also become increasingly competitive. Despite the recent problems of certain of these competitors, all of these factors could make it more difficult for us to compete and no assurance can be given that we will be successful in competing and growing or maintaining our assets under management and business. If clients and potential clients decide to use the services of competitors, it could reduce our revenues and growth rate, and if our revenues decrease without a commensurate reduction in our expenses, our net income will be reduced.

        In addition, in part as a result of the substantial competition in the asset management industry, there has been a trend toward lower fees in some segments of the asset management business. In order for us to maintain our fee structure in a competitive environment, we must be able to provide clients with investment returns and service that will encourage them to be willing to pay such fees. There can

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be no assurance that we will be able to maintain our current fee structure or provide our clients with attractive investment returns, or that we will be able to develop new products that are desirable to the market or our registered representatives. Fee reductions on existing or future business could have an adverse impact on our revenue and profitability.

Our business relies on third-party distributors who may choose not to sell or recommend our products or increase the costs of distribution.

        Our ability to distribute our products is highly dependent on access to the client base of financial advisors that also offer competing investment products. Registered representatives who recommend our products may reduce or eliminate their involvement in marketing our products at any time, or may elect to emphasize the investment products of competing sponsors, or the proprietary products of their own firms. In addition, registered representatives may receive compensation incentives to sell their firm's investment products or may choose to recommend to their customers investment products sponsored by firms other than us. Further, expenses associated with maintaining access to third-party distribution programs may increase in the future as a result of efforts by registered representatives to defray a portion of their costs of internal customer account related services in connection with their customers' investments in our products. Finally, a registered representative's ability to distribute our mutual funds is subject to the continuation of a selling agreement between the firm with which the representative is affiliated and us. We cannot be sure that we will continue to gain access to these financial advisors. The inability to have this access could have a material adverse effect on our business.

        In addition, certain financial institutions through which we distribute our products have experienced difficulties in the current ongoing economic downturn. Some of these distributors have been acquired and others have obtained funding from the United States government. The resulting disruptions within these third party distributors could adversely impact our business.

        The firms through which we distribute closed-end funds charge structuring fees in connection with bringing closed-end funds to market. These fees have significantly increased our costs for new closed-end funds, thereby reducing our margins on these products.

If our asset mix changes, our revenues and operating margins could be reduced.

        Our assets under management can generate different revenues per dollar of assets under management based on factors such as the type of asset managed by us (equity assets generally produce greater revenues than fixed income assets), the type of client (institutional clients generally pay higher fees than other clients), the type of asset management product or service provided and the fee schedule of the asset manager providing the service. A shift in the mix of our assets under management from higher revenue-generating assets to lower revenue-generating assets may result in a decrease in our revenues even if our aggregate level of assets under management remains unchanged or increases.

Our business is dependent upon our retaining our key personnel, the loss of whom would harm our ability to operate efficiently.

        Our executive officers, investment professionals and senior relationship personnel are important to the success of our business. The market for qualified personnel to fill these roles is extremely competitive. We anticipate that we will need to recruit and retain qualified investment and other professionals. However, we may not be successful in our efforts to recruit and retain the required personnel. Due to the competitive market for these professionals and the success of some of our personnel, our costs associated with providing compensation incentives necessary to attract and retain key personnel are significant and will likely increase over time. We anticipate needing to offer additional incentive programs to retain our key personnel. Moreover, since certain of our key personnel contribute significantly to our revenues and net income, the loss of even a small number of key

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personnel could have a disproportionate impact on our business. From time to time we may work with key employees to revise equity-based incentives and other employment-related terms to reflect current circumstances. In addition, since the investment track record of many of our products and services may be attributed to a small number of employees, the departure of one or more of these employees could cause the business to lose client accounts or managed assets, which could have a material adverse effect on our results of operations and financial condition.

Our business is subject to extensive regulation, and compliance failures and changes in laws and regulations could adversely affect us.

        Our business is also subject to extensive regulation, including by the SEC and FINRA. Our failure to comply with applicable laws, regulations or rules of self-regulatory organizations could cause regulatory authorities to institute proceedings against us or our subsidiaries and could result in the imposition of sanctions ranging from censure and fines to termination of an investment advisor or broker-dealer's registration and otherwise prohibiting an investment advisor from acting as an investment advisor. Changes in laws, regulations, rules of self-regulatory organizations or in governmental policies, and unforeseen developments in litigation targeting the securities industry generally or us, could have a material adverse effect on us. The impact of future accounting pronouncements could also have a material adverse affect upon us.

        In addition, changes in regulations or industry-wide or specifically targeted regulatory or court decisions may require us to reduce our fee levels, or restructure the fees we charge. For example, distribution fees paid to mutual fund distributors in accordance with SEC Rule 12b-1 are a significant element of revenues for a number of the mutual funds that we manage. There have been suggestions from regulatory agencies and other industry participants that Rule 12b-1 distribution fees in the mutual fund industry should be reconsidered and, potentially, reduced or eliminated. Any industry-wide reduction or restructuring of Rule 12b-1 distribution fees could have an adverse effect on our revenues and net income.

        Our investment advisor subsidiaries are registered with the SEC as investment advisors under the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"). The Investment Advisers Act imposes numerous obligations on registered investment advisors, including fiduciary, recordkeeping, operational and disclosure obligations. In light of recent allegations of fraud against certain other investment advisors, we anticipate substantially increased regulation of investment advisors.

        Each of our closed-end funds and open-end funds is registered with the SEC under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the shares of each closed-end fund and open-end fund are registered with the SEC under the Securities Act. Each national open-end fund is qualified for sale (or not required to be so qualified) in all states in the United States and the District of Columbia. Each single-state open-end fund is qualified for sale (or not required to be so qualified) in the state for which it is named and other designated states.

        Our subsidiary, Nuveen Investments, LLC, is registered as a broker-dealer under the Exchange Act and is subject to regulation by the SEC, FINRA and federal and state agencies. Our broker-dealer subsidiary is subject to the SEC's net capital rules and certain state securities laws designed to enforce minimum standards regarding the general financial condition and liquidity of a broker-dealer. Under certain circumstances, theses rules would limit our ability to make withdrawals of capital and receive dividends from our broker-dealer subsidiary. The securities industry is one of the most highly regulated in the United States, and failure to comply with the related laws and regulations can result in revocation of broker-dealer licenses, the imposition of censures or fines and the suspension or expulsion from the securities business of a firm, its officers or employees.

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        Our investment management subsidiaries are subject to the Employee Retirement Income Security Act of 1974 ("ERISA") and to regulations promulgated thereunder, insofar as they act as a "fiduciary" under ERISA with respect to benefit plan clients. ERISA and applicable provisions of the Internal Revenue Code impose duties on persons who are fiduciaries under ERISA, prohibit specified transactions involving ERISA plan clients and provide monetary penalties for violations of these prohibitions. The failure of any of our subsidiaries to comply with these requirements could result in significant penalties that could reduce our net income.

        Changes in the status of tax deferred retirement plan investments and tax-free municipal bonds, the capital gains and corporate dividend tax rates, and other individual and corporate tax rates and regulations could affect investor behavior and cause investors to view certain investment offerings less favorably, thereby decreasing our assets under management.

Our business involves risk of being engaged in litigation that could increase our expenses and reduce our net income.

        There has been an increased incidence of litigation and regulatory investigations in the asset management industry in recent years, including customer claims as well as class action suits seeking substantial damages. In addition, we, along with other industry participants, are subject to risks related to litigation, settlements and regulatory investigations arising from market events such as the ARPS auction failures described above. We could become involved in such litigation or the subject of such a regulatory investigation, such as the FINRA Enforcement Inquiry described above, which could adversely affect us.

Our revenues will decrease if our investment advisory contracts are terminated.

        A substantial portion of our revenues are derived from investment advisory agreements. Our investment advisory agreements with registered fund clients must be approved annually by the trustees of the respective funds, including a majority of the trustees who are not "interested persons" of our relevant advisory subsidiary or the fund, as defined in the Investment Company Act. Amendments to these agreements typically must be approved by the funds' boards of trustees and, if material, by its shareholders. Each agreement may be terminated without penalty by either party upon 60 days' written notice. Our investment advisory agreements with advisory clients, other than registered fund clients, also generally provide that they can be terminated without penalty upon 60 days' written notice.

Any adverse public disclosure, our failure to follow client guidelines or any other matters could harm our reputation and have an adverse effect on us.

        Maintaining the trust and confidence of clients and other market participants, and the resulting good reputation, is important to our business. Our reputation is vulnerable to many threats that can be difficult or impossible to control, and difficult and costly to remediate. Regulatory inquiries, employee misconduct and rumors, among other things, can substantially damage our reputation, even if they are baseless or satisfactorily addressed. Any damage to our reputation could impede our ability to attract and retain clients and key personnel, and lead to a reduction in the amount of our assets under management, any of which could have a material adverse effect on our revenues and net income.

        When clients retain us to manage assets or provide products or services on their behalf, they specify guidelines or contractual requirements that we are required to observe in the provision of our services. In addition, we are required to abide by certain conflict of interest policies and regulations. A failure to comply with these guidelines, contractual requirements, policies and regulations could result in damage to our reputation or to the client seeking to recover losses from us, reducing assets under management, or terminating its contract with us, any of which could have an adverse impact on business.

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We may continue to acquire other companies, and the expected benefits of such acquisitions may not materialize.

        The acquisition of complementary businesses has been and may continue to be an active part of our overall business strategy. There can be no assurance that we will find suitable candidates for strategic transactions at acceptable prices, have sufficient capital resources to accomplish our strategy, or be successful in entering into agreements for desired transactions. Acquisitions also pose the risk that any business we acquire may lose customers or employees or could underperform relative to expectations. We could also experience financial or other setbacks if transactions encounter unanticipated problems, including problems related to execution or integration. Finally, services, key personnel or businesses of acquired companies may not be effectively integrated into our business or be successful.

We may explore strategic transactions such as a potential merger or a sale of some or all of our assets. We may not be able to complete any such strategic transactions or the expected benefits of such strategic transactions may not materialize, which may prevent us from implementing strategies to grow our business.

        We may explore potential strategic transactions such as a merger or a sale of some or all of our assets. We cannot provide assurances that we will be able to complete such a transaction on terms acceptable to us, or at all. Successful completion of any strategic transaction we identify depends on a number of factors that are not entirely within our control, including our ability to negotiate acceptable terms, conclude satisfactory agreements and obtain all necessary regulatory approvals and investment advisory agreement consents. In addition, we may need to finance any strategic transaction that we identify, and may not be able to obtain the necessary financing on satisfactory terms and within the timeframe that would permit a transaction to proceed. We could experience adverse accounting and financial consequences, such as the need to make large provisions against the acquired assets or to write down the acquired assets. We might also experience a dilutive effect on our earnings. In addition, depending on how any such transaction is structured, there may be an adverse impact on our capital structure. We may incur significant costs arising from our efforts to engage in strategic transactions, and such costs may exceed the returns that we realize from a given transaction. Moreover, these expenditures may not result in the successful completion of a transaction.

Our business is subject to numerous operational risks, any of which could disrupt our ability to function effectively.

        We must be able to consistently and reliably obtain securities pricing information, process client and investor transactions and provide reports and other customer service to our clients and investors. Any failure to keep current and accurate books and records can render us liable to disciplinary action by governmental and self-regulatory authorities, as well as to claims by our clients. If any of our financial, portfolio accounting or other data processing systems do not operate properly or are disabled or if there are other shortcomings or failures in our internal processes, people or systems, we could suffer an impairment to our liquidity, a financial loss, a disruption of our businesses, liability to clients, regulatory problems or damage to our reputation. These systems may fail to operate properly or become disabled as a result of events that are wholly or partially beyond our control, including a disruption of electrical or communications services or our inability to occupy one or more of our buildings. In addition, our operations are dependent upon information from, and communications with, third parties, and operational problems at third parties may adversely affect our ability to carry on our business.

        Our operations rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks. Although we take protective measures and endeavor to modify them as circumstances warrant, our computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code, and other events that

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have a security impact. If one or more of such events occur, it potentially could jeopardize our or our clients' or counterparties' confidential and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our, our clients', our counterparties' or third parties' operations. We may be required to spend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are either not insured against fully or not fully covered through any insurance that we maintain.

        A disaster or a disruption in the infrastructure that supports our asset managers, or an event disrupting the ability of our employees to perform their job functions, including terrorist attacks or a disruption involving electrical communications, transportation or other services used by us or third parties with whom we conduct business, directly affecting any of our operations could have a material adverse impact on our ability to continue to operate our business without interruption. Although we have disaster recovery programs in place, there can be no assurance that these will be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse us for our losses.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        From time to time, information we provide or information included in our filings with the SEC (including this prospectus) may contain statements that are not historical facts, but are "forward-looking statements" within the meaning of Section 21E of the Exchange Act. These statements relate to future events or future financial performance and reflect management's expectations and opinions. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "potential," or comparable terminology. These statements are only predictions, and our actual future results may differ significantly from those anticipated in any forward-looking statements due to numerous known and unknown risks, uncertainties and other factors. All of the forward-looking statements are qualified in their entirety by reference to the factors described in "Risk Factors," "Management's Discussion and Analysis of Financial Conditions and Results of Operations" and elsewhere in this prospectus. These factors may not be exhaustive, and we cannot predict the extent to which any factor, or combination of factors, may cause actual results to differ materially from those predicted in any forward-looking statements. We undertake no responsibility to update publicly or revise any forward-looking statements, whether as a result of new information, future events or any other reason.

        Risks, uncertainties and other factors that pertain to our business and the effects of which may cause our assets under management, earnings, revenues and/or profit margins to decline include:

    the adverse effects of declines in securities markets and/or poor investment performance by us;

    adverse effects of the continuing volatility in the equity markets and disruptions in the credit markets, including the effects on our assets under management as well as on our distribution partners;

    the effect on us of increased leverage as a result of our incurrence of additional indebtedness in connection with the MDP Transactions, including that our business may not generate sufficient cash flow from operations or that future borrowings may not be available in amounts sufficient to enable us to pay our indebtedness or to fund our other liquidity needs;

    in the event that market conditions do not substantially improve, we may breach a financial covenant in our senior secured credit facilities in 2009 or thereafter, which could result in the acceleration of the indebtedness due under our senior secured credit facilities, and as a result, also lead to the acceleration of other indebtedness, or could otherwise have an adverse effect on us;

    our inability to access third-party distribution channels to market our products or a reduction in fees we might receive for services provided in these channels;

    the effects of the substantial competition that we face in the investment management business;

    a change in our asset mix to lower revenue generating assets;

    a loss of key employees;

    the effects on our business and financial results of the failure of the auctions beginning in mid-February 2008 of the approximately $15.4 billion of ARPS issued by our closed-end funds (which has resulted in a loss of liquidity for the holders of these ARPS) and our efforts to obtain financing to redeem the ARPS at their par value of $25,000 per share and the effects of any regulatory activity or litigation relating thereto;

    a decline in the market for closed-end funds, mutual funds and managed accounts;

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    our failure to comply with various government regulations, including federal and state securities laws, and the rules of FINRA;

    the impact of changes in tax rates and regulations;

    developments in litigation involving the securities industry or us;

    our reliance on revenues from our investment advisory contracts which generally may be terminated on sixty days notice and, with respect to our closed-end and open-end funds, are also subject to annual renewal by the independent board of trustees of such funds;

    adverse public disclosure, failure to follow client guidelines and other matters that could harm our reputation;

    future acquisitions that are not profitable for us;

    the impact of accounting pronouncements; and

    any failure of our operating personnel and systems to perform effectively.

        You should review carefully the section captioned "Risk Factors" in this prospectus for a more complete discussion of the risks of an investment in the notes.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

        In connection with the sale of the Old Notes, we entered into a registration rights agreement with the initial purchasers, pursuant to which we agreed to file and use our commercially reasonable efforts to cause to become effective with the SEC a registration statement with respect to the exchange of the Old Notes for the New Notes. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. Unless the context requires otherwise, the term "holder" means any person in whose name Old Notes are registered on the books of Nuveen Investments, Inc., or any other person who has obtained a properly completed bond power from the registered holder, or any participant in the Depository Trust Company ("DTC") whose name appears on a security position listing as a holder of Old Notes (which, for purposes of the exchange offer, include beneficial interests in the Old Notes held by direct or indirect participants in DTC and Old Notes held in definitive form).

        By tendering Old Notes in exchange for New Notes, each holder represents to us that:

    any New Notes to be received by the holder are being acquired in the ordinary course of the holder's business;

    the holder has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of New Notes in violation of the provisions of the Securities Act;

    the holder is not an "affiliate" of Nuveen Investments, Inc. (within the meaning of Rule 405 under the Securities Act), or if the holder is an affiliate, that the holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

    the holder has full power and authority to tender, exchange, sell, assign and transfer the tendered Old Notes;

    we will acquire good, marketable and unencumbered title to the tendered Old Notes, free and clear of all liens, restrictions, charges and encumbrances; and

    the Old Notes tendered for exchange are not subject to any adverse claims or proxies.

        Each tendering holder also warrants and agrees that it will, upon request, execute and deliver any additional documents deemed by us or the exchange agent to be necessary or desirable to complete the exchange, sale, assignment and transfer of the Old Notes tendered pursuant to the exchange offer. Each broker-dealer that receives New Notes for its own account in exchange for Old Notes pursuant to the exchange offer, where the Old Notes were acquired by the broker-dealer as a result of market- making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. See the section "Plan of Distribution."

        The exchange offer is not being made to, and we will not accept tenders for exchange from, holders of Old Notes in any jurisdiction in which the exchange offer or the acceptance of the New Notes would be in violation of the securities or blue sky laws of that jurisdiction.

Terms of the Exchange Offer

        We hereby offer, upon the terms and subject to the conditions described in this prospectus and in the accompanying letter of transmittal, to exchange $2,000 principal amount of New Notes for each $2,000 principal amount of Old Notes, properly tendered before the expiration date and not properly withdrawn according to the procedures described below. Holders may tender their Old Notes in whole or in part in integral multiples of $1,000 principal amount in excess of $2,000.

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        The form and terms of the New Notes are the same as the form and terms of the Old Notes, except that:

    the New Notes have been registered under the Securities Act and, therefore, are not subject to the restrictions on transfer applicable to the Old Notes; and

    holders of New Notes will not be entitled to some of the rights of holders of the Old Notes under the registration rights agreement.

        The New Notes evidence the same indebtedness as and replace the Old Notes, and will be issued pursuant to, and entitled to the benefits of, the indenture.

        The exchange offer is not conditioned upon any minimum principal amount of Old Notes being tendered for exchange. We reserve the right in our sole discretion to purchase or make offers for any Old Notes that remain outstanding after the expiration date or, as described under the heading "—Conditions to the Exchange Offer," to terminate the exchange offer and, to the extent permitted by applicable law, purchase Old Notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer. As of the date of this prospectus, $785.0 million aggregate principal amount of Old Notes is outstanding.

        Holders of Old Notes do not have any appraisal or dissenters' rights in connection with the exchange offer. Old Notes that are not tendered for, or are tendered but not accepted in connection with, the exchange offer will remain outstanding. See the discussion under the heading "Risk Factors—Risks Related to the Exchange Offer—You must comply with the procedures of the exchange offer or you will be unable to receive New Notes."

        If any tendered Old Notes are not accepted for exchange because of an invalid tender, the occurrence of particular other events described in this prospectus or otherwise, certificates for the unaccepted Old Notes will be returned, without expense, to the tendering holder promptly after the expiration date.

        Holders who tender Old Notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes for the exchange of the Old Notes in the exchange offer. We will pay all charges and expenses in connection with the exchange offer, other than specified applicable taxes. See the heading "—Fees and Expenses."

        We make no recommendation to the holders of Old Notes as to whether to tender or refrain from tendering all or any portion of their Old Notes in the exchange offer. In addition, we have not authorized anyone to make a recommendation in connection with the exchange offer. Holders of Old Notes must make their own decision as to whether to tender in the exchange offer, and, if so, the aggregate amount of Old Notes to tender, after reading this prospectus and the letter of transmittal and consulting with their advisors, if any, and based on their financial positions and requirements.

Expiration Date; Extensions; Amendments

        The term "expiration date" shall mean 5:00 p.m., New York City time, on                        , 2009, unless we, in our sole discretion, extend the exchange offer, in which case the term "expiration date" shall mean the latest date and time to which the exchange offer is extended.

        If we extend the exchange offer, we will notify the exchange agent of any extension by oral notice (confirmed in writing) or written notice and will publicly announce the extension prior to 9:00 a.m., New York City time, on the next business day after each previously scheduled expiration date.

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        We reserve the right in our sole discretion, subject to applicable law, at any time and from time to time:

    to terminate the exchange offer (whether or not any Old Notes have already been accepted for exchange) if we determine, in our sole discretion, that any of the events or conditions referred to under the heading "—Conditions to the Exchange Offer" has occurred or exists or has not been satisfied;

    to require that such holder is to acquire New Notes in the ordinary course of such holder's business;

    to extend the expiration date, delay the acceptance of the Old Notes and retain all Old Notes tendered pursuant to the exchange offer, subject, however, to the right of holders of the Old Notes to withdraw their tendered Old Notes as described under the heading "—Withdrawal Rights"; and

    to waive any condition or otherwise amend the terms of the exchange offer in any respect.

        If we amend the exchange offer in a manner that we determine constitutes a material change, or if we waive a material condition of the exchange offer, we will promptly disclose the amendment by means of a prospectus supplement that will be distributed to the registered holders of the Old Notes, and we will extend the exchange offer to the extent required by Rule 14e-1 under the Exchange Act.

        Any delay in acceptance, termination, extension or amendment will be followed promptly by oral or written notice thereof to the exchange agent (any such oral notice to be promptly confirmed in writing) and by making a public announcement, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Without limiting the manner in which we may choose to make any public announcement, and subject to applicable laws, we will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to an appropriate news agency.

Acceptance for Exchange and Issuance of New Notes

        Upon the terms and subject to the conditions of the exchange offer, we will exchange, and will issue to the exchange agent, New Notes for Old Notes validly tendered and not withdrawn (pursuant to the withdrawal rights described under the heading "—Withdrawal Rights") promptly after the expiration date.

        In all cases, delivery of New Notes in exchange for Old Notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of:

    Old Notes or a book-entry confirmation of a book-entry transfer of Old Notes into the exchange agent's account at DTC;

    the letter of transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees; and

    any other documents required by the letter of transmittal.

        Accordingly, the delivery of New Notes might not be made to all tendering holders at the same time, and will depend upon when Old Notes or book-entry confirmations with respect to Old Notes and other required documents are received by the exchange agent. The term "book-entry confirmation" means a timely confirmation of a book-entry transfer of Old Notes into the exchange agent's account at DTC.

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        Subject to the terms and conditions of the exchange offer, we will be deemed to have accepted for exchange, and thereby exchanged, Old Notes validly tendered and not withdrawn as, if and when we give oral or written notice to the exchange agent (any such oral notice to be promptly confirmed in writing) of our acceptance of such Old Notes for exchange pursuant to the exchange offer. Our acceptance for exchange of Old Notes tendered pursuant to any of the procedures described above will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions of the exchange offer. The exchange agent will act as agent for us for the purpose of receiving tenders of Old Notes, letters of transmittal and related documents, and as agent for tendering holders for the purpose of receiving Old Notes, letters of transmittal and related documents and transmitting New Notes to holders who validly tendered Old Notes. Any exchange will be made promptly after the expiration date of the exchange offer. If for any reason the acceptance for exchange or the exchange of any Old Notes tendered pursuant to the exchange offer is delayed (whether before or after our acceptance for exchange of Old Notes), or we extend the exchange offer or are unable to accept for exchange or exchange Old Notes tendered pursuant to the exchange offer, then, without prejudice to our rights set forth in this prospectus and in the letter of transmittal, the exchange agent may, nevertheless, on our behalf and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Old Notes and the Old Notes may not be withdrawn except to the extent tendering holders are entitled to withdrawal rights as described under the heading "—Withdrawal Rights."

Procedures for Tendering Old Notes

    Valid Tender

        Except as set forth below, in order for Old Notes to be validly tendered pursuant to the exchange offer, either:

    a properly completed and duly executed letter of transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, must be received by the exchange agent at the address set forth under the heading "—Exchange Agent" prior to the expiration date, and tendered Old Notes must be received by the exchange agent, or such Old Notes must be tendered pursuant to the procedures for book-entry transfer set forth below and a book-entry confirmation must be received by the exchange agent, in each case prior to the expiration date; or

    the guaranteed delivery procedures set forth below must be complied with.

        If less than all of the Old Notes are tendered, a tendering holder should fill in the amount of Old Notes being tendered in the appropriate box on the letter of transmittal. The entire amount of Old Notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

        If any letter of transmittal, endorsement, bond power, power of attorney or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing. Unless waived by us, evidence satisfactory to us of such person's authority to so act must also be submitted.

        Any beneficial owner of Old Notes that are held by or registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian is urged to contact such entity promptly if the beneficial holder wishes to participate in the exchange offer.

        The method of delivery of Old Notes, the letter of transmittal and all other required documents is at the option and sole risk of the tendering holder. Delivery will be deemed made only when actually received by the exchange agent. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely

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delivery and proper insurance should be obtained. No letter of transmittal or Old Notes should be sent to Nuveen Investments, Inc. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect these transactions for them.

    Book-Entry Transfer

        The exchange agent will make a request to establish an account with respect to the Old Notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC's book-entry transfer facility system may make a book-entry delivery of Old Notes by causing DTC to transfer the Old Notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfers. However, although delivery of Old Notes may be effected by book-entry transfer into the exchange agent's account at DTC, the letter of transmittal (or facsimile thereof), properly completed and duly executed, any required signature guarantees and any other required documents must in any case be delivered to and received by the exchange agent at its address set forth under the heading "—Exchange Agent" prior to the expiration date, or the guaranteed delivery procedure set forth below must be complied with.

Delivery of documents to DTC does not constitute delivery to the exchange agent.

    Signature Guarantees

        Old Notes need not be endorsed and signature guarantees on a letter of transmittal or a notice of withdrawal, as the case may be, are unnecessary unless: (1) the Old Notes are registered in a name other than that of the person surrendering the certificate; or (2) a registered holder completes the box entitled "Special Delivery and Issuance Instructions" in the letter of transmittal.

        In the case of (1) or (2) above, Old Notes must be duly endorsed or accompanied by a properly executed bond power, with the endorsement or signature on the bond power and on the letter of transmittal or the notice of withdrawal, as the case may be, guaranteed by a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an "eligible guarantor institution," including (as such terms are defined therein): (a) a bank, (b) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer, (c) a credit union, (d) a national securities exchange, registered securities association or clearing agency or (e) a savings association that is a participant in a Securities Transfer Association.

    Guaranteed Delivery

        If a holder desires to tender Old Notes pursuant to the exchange offer and the certificates for such Old Notes are not immediately available or time will not permit all required documents to reach the exchange agent before the expiration date, or the procedures for book-entry transfer cannot be completed on a timely basis, such Old Notes may nevertheless be tendered, provided that all of the following guaranteed delivery procedures are complied with:

    such tenders are made by or through an eligible guarantor institution;

    prior to the expiration date, the exchange agent receives from such eligible guarantor institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form accompanying the letter of transmittal, setting forth the name and address of the holder of Old Notes and the amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, all physically tendered Old Notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent. The notice of guaranteed delivery may be delivered by hand, or transmitted

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      by facsimile or mail to the exchange agent and must include a guarantee by an eligible guarantor institution in the form set forth in the notice of guaranteed delivery; and

    all tendered Old Notes, or book-entry confirmation, in proper form for transfer, together with a properly completed and duly executed letter of transmittal, with any required signature guarantees and any other documents required by the letter of transmittal, are received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

    Determination of Validity

        All questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tendered Old Notes will be determined by us, in our sole discretion, which determination will be final and binding on all parties. We reserve the right, in our sole discretion, to reject any and all tenders that we determine not to be in proper form or the acceptance for exchange of which may, in the view of our counsel, be unlawful. We also reserve the right, subject to applicable law, to waive any defect or irregularity in any tender of Old Notes of any particular holder.

        Our interpretation of the terms and conditions of the exchange offer (including the letter of transmittal and its instructions) will be final and binding on all parties. No tender of Old Notes will be deemed to have been validly made until all defects or irregularities with respect to such tender have been cured or waived. None of Nuveen Investments, Inc., any of our affiliates, the exchange agent or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

Resales of the New Notes

        Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties unrelated to us, we believe that holders of Old Notes who exchange their Old Notes for New Notes may offer for resale, resell and otherwise transfer such New Notes without compliance with the registration and prospectus delivery provisions of the Securities Act. This would not apply, however, to any holder that is a broker-dealer that acquired Old Notes as a result of market-making activities or other trading activities or directly from us for resale under an available exemption under the Securities Act. Also, unrestricted resales would be permitted only for New Notes:

    that are acquired in the ordinary course of a holder's business;

    where the holder has no arrangement or understanding with any person to participate in the distribution of such New Notes; and

    where the holder is not an "affiliate" of Nuveen Investments, Inc.

        The staff of the SEC has not considered the exchange offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the exchange offer. Each broker-dealer that receives New Notes for its own account in exchange for Old Notes under the exchange offer, where such Old Notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. See "Plan of Distribution."

Withdrawal Rights

        Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time prior to the expiration date of the exchange offer. In order for a withdrawal to be effective, the withdrawal must be in writing and timely received by the exchange agent at its address set forth under the heading "—Exchange Agent" prior to the expiration date. Any notice of withdrawal must specify the name of

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the person who tendered the Old Notes to be withdrawn, and, if such Old Notes have been tendered, the name of the registered holder of the Old Notes as set forth on the Old Notes, if different from that of the person who tendered such Old Notes. If certificates for Old Notes have been delivered or otherwise identified to the exchange agent, the notice of withdrawal must specify the serial numbers on the particular Old Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible guarantor institution, except in the case of Old Notes tendered for the account of an eligible guarantor institution. If Old Notes have been tendered pursuant to the procedures for book-entry transfer set forth under the heading "—Procedures for Tendering Old Notes," the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Old Notes and must otherwise comply with the procedures of DTC. Withdrawals of tenders of Old Notes may not be rescinded. Old Notes properly withdrawn will not be deemed validly tendered for purposes of the exchange offer, but may be retendered at any subsequent time prior to the expiration date of the exchange offer by following any of the procedures described above under the heading "—Procedures for Tendering Old Notes."

        All questions as to the validity, form and eligibility (including time of receipt) of withdrawal notices will be determined by us, in our sole discretion, which determination will be final and binding on all parties. None of Nuveen Investments, Inc., any of our affiliates, the exchange agent or any other person will be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Old Notes that have been tendered but that are withdrawn will be returned to the holder promptly after withdrawal.

Conditions to the Exchange Offer

        If any of the following conditions has occurred or exists or has not been satisfied, as the case may be, prior to the expiration date, we will not be required to accept for exchange any Old Notes and will not be required to issue New Notes in exchange for any Old Notes:

    a change in the current interpretation by the staff of the SEC that permits resale of New Notes as described above under the heading "—Resales of the New Notes";

    the institution or threat of an action or proceeding in any court or by or before any governmental agency or body with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

    the adoption or enactment of any law, statute, rule or regulation that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

    the issuance of a stop order by the SEC or any state securities authority suspending the effectiveness of the registration statement, or proceedings for that purpose;

    failure to obtain any governmental approval that we consider necessary for the consummation of the exchange offer as contemplated hereby; or

    any change or development involving a prospective change in our business or financial affairs has occurred that, in our reasonable judgment, might materially impair our ability to proceed with the exchange offer.

        If any of the foregoing events or conditions has occurred or exists or has not been satisfied, as the case may be, at any time prior to the expiration date, we may, subject to applicable law, at any time and from time to time, terminate the exchange offer (whether or not any Old Notes have already been accepted for exchange) or waive any such condition or otherwise amend the terms of the exchange offer in any respect. If such waiver or amendment constitutes a material change to the exchange offer, we will promptly disclose such waiver or amendment by means of a prospectus supplement that will be

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distributed to the registered holders of the Old Notes. In this case, we will extend the exchange offer to the extent required by Rule 14e-1 under the Exchange Act.

Exchange Agent

        U. S. Bank National Association has been appointed as the exchange agent. Delivery of the letter of transmittal and any other required documents, questions, requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

By facsimile (for eligible guarantor institutions only):
(651) 495-8158

Confirm by telephone:
1-(800) 934-6802

General Bondholder Inquiry Phone Number:
1-(800) 934-6802

By Regular, Registered or
Certified Mail or Overnight Courier:

 

By Hand:

U. S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
Attn: Specialized Finance

 

U. S. Bank National Association
60 Livingston Avenue
1st Floor—Bond Drop Window
St. Paul, MN 55107

        Delivery to other than the above address or facsimile number will not constitute a valid delivery.

Fees and Expenses

        We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail. Additional solicitation may be made personally or by telephone or other means by our officers, directors or employees.

        We have not retained any dealer-manager or similar agent in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We have agreed to pay the exchange agent reasonable and customary fees for its services and will reimburse it for reasonable out-of-pocket expenses in connection therewith. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus and related documents to the beneficial owners of Old Notes, and in handling or tendering Old Notes for their customers.

        Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that if New Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Old Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of Old Notes in connection with the exchange offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such transfer tax or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer tax will be billed directly to such tendering holder.

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USE OF PROCEEDS

        The exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the New Notes.

        In consideration for issuing the New Notes as contemplated in this prospectus, we will receive in exchange an equal number of Old Notes in like principal amount. The form and terms of the New Notes are identical in all material respects to the form and terms of the Old Notes, except as otherwise described in the discussion under the heading "The Exchange Offer—Terms of the Exchange Offer." Accordingly, the issuance of the New Notes will not result in any increase in our outstanding debt.

        The gross proceeds from the offering of the Old Notes were $785 million before deducting discounts to the initial purchasers and the fees and expenses of the offering. We used the net proceeds from the offering, together with borrowings under our senior secured credit facilities, proceeds from the cash equity contributions and existing cash, to pay the merger consideration and related fees and expenses in connection with the MDP Transactions.

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RATIO OF EARNINGS TO FIXED CHARGES

        We have set forth below our ratio of earnings to fixed charges for each of the years in the five fiscal year period ended December 31, 2008 and for the three-month periods ended March 31, 2008 and 2009.

 
  Year Ended December 31,   Three Months
Ended
March 31,
 
 
   
   
   
  January 1, 2007
to November 13, 2007
  November 14, 2007
to December 31, 2007*
   
 
 
  2004   2005   2006   2008*   2008*   2009*  

Ratio of earnings to fixed charges

    16.72 x   9.75 x   8.01 x   6.73 x   (0.16) x   (6.35) x   0.35 x   0.45 x

Pre-tax income/(loss) from continuing operations (in 000s)

  $ 252,506     278,839     308,605     200,124     (47,565 )   (2,139,075 )   (48,811 )   (39,474 )

Fixed Charges (in 000s)

    16,061     31,868     44,028     34,916     40,982     291,036     74,761     72,097  

Total "earnings," as defined (in 000s)

    268,567     310,707     352,632     235,040     (6,583 )   (1,848,039 )   25,951     32,623  

Deficiency (in 000s)

                  $ 47,565   $ 2,139,075   $ 48,811   $ 39,474  

*
Excludes Symphony CLO V.

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents and consolidated capitalization as of March 31, 2009. This table should be read in conjunction with our Annual Financial Statements and Quarterly Financial Statements, including the Notes thereto, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Description of Certain Indebtedness," included elsewhere in this prospectus. The following table excludes the consolidated accounts of Symphony CLO V.

 
  As of
March 31,
2009
 
 
  (dollars in millions)
 

Cash and cash equivalents(1)

  $ 319.3  
       

Long-term debt, including current maturities:

       
 

Senior secured credit facilities:

       
   

Revolving credit facility(2)

  $ 250.0  
   

Term loan

    2,291.9  
 

101/2% senior notes due 2015 offered to be exchanged hereby(3)

    785.0  
 

5% senior notes due 2010(4)

    222.7  
 

51/2% senior notes due 2015(4)

    300.0  
 

Unamortized discount and debt issuance costs(5)

    (72.3 )
       
     

Total debt

    3,777.3  

Stockholders' equity

    1,007.1  
       
     

Total capitalization

  $ 4,784.4  
       

(1)
As of March 31, 2009, we had cash and cash equivalents of approximately $319.3 million. Approximately $51.5 million of this amount was maintained at our broker-dealer subsidiary, Nuveen Investments, LLC, to address potential liquidity needs and to comply with applicable regulations.

(2)
We have borrowed the full $250.0 million available under our revolving credit facility.

(3)
Reflects the principal amount of the 101/2% senior notes.

(4)
Reflects the principal amount of the 5% and 51/2% senior notes, as applicable.

(5)
Reflects the unamortized discount and debt issuance costs related to our senior notes.

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SELECTED CONSOLIDATED FINANCIAL DATA FOR NUVEEN INVESTMENTS

        The following table sets forth selected historical consolidated financial information for the periods presented. The balance sheet and income statement data as of and for each of the periods in the five years ended December 31, 2008 has been derived from our Annual Financial Statements and Notes thereto, which have been audited by KPMG LLP. The balance sheet and income statement data as of and for the three-month periods ended March 31, 2008 and 2009 have been derived from our Quarterly Financial Statements. The results of operations for the three months ended March 31, 2009 are not necessarily indicative of the results that can be expected for the year ending December 31, 2009.

        Our Annual Financial Statements and Quarterly Financial Statements have been prepared in accordance with GAAP. Historical results are not necessarily indicative of the results we expect in future periods. The data presented below should be read in conjunction with, and are qualified in their entirety by reference to, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our Annual Financial Statements and Quarterly Financial Statements and the Notes thereto included elsewhere in this prospectus.

Five Year Financial Summary
(in thousands, unless otherwise indicated)

 
   
   
   
   
   
   
   
 
 
  Predecessor   Sucessor  
 
   
   
   
   
   
   
  For the
Three Months Ended
March 31,
 
 
  For the Year Ended December 31,   For the Period
January 1, 2007
to
November 13, 2007
  For the Period
November 14, 2007
to
December 31, 2007
   
 
 
  For the Year
Ended
December 31, 2008
 
 
  2004   2005   2006   2008   2009  

Income Statement Data:

                                                 
 

Operating Revenues:

                                                 
   

Investment advisory fees from assets under management

  $ 475,814   $ 559,663   $ 685,847   $ 688,057   $ 104,207   $ 707,430   $ 192,758   $ 140,529  
   

Product distribution

    8,959     8,356     4,745     5,502     1,294     9,442     1,231     969  
   

Performance fees/other revenue

    20,864     21,110     19,236     20,309     5,689     23,919     2,825     5,735  
                                   
     

Total operating revenues

    505,637     589,129     709,828     713,868     111,190     740,791     196,814     147,233  
 

Operating Expenses:

                                                 
   

Compensation and benefits

    165,321     195,194     263,686     310,044     57,693     282,360     77,022     69,426  
   

Advertising and promotional costs

    12,158     12,495     13,500     14,618     1,718     13,790     3,593     2,424  
   

All other operating expenses

    73,408     85,741     105,368     113,155     30,188     247,643     44,362     45,944  
                                   
     

Total operating expenses

    250,887     293,430     382,554     437,817     89,599     543,793     124,977     117,794  
 

Operating Income

    254,750     295,699     327,274     276,051     21,591     196,998     71,837     29,439  
 

Other Income/(Expense)

    7,548     7,888     15,726     (49,724 )   (38,581 )   (2,209,851 )   (76,029 )   14,588  
 

Net Interest Expense

    (7,916 )   (18,939 )   (28,166 )   (18,991 )   (36,930 )   (265,444 )   (68,268 )   (64,236 )
                                   
 

Income/(Loss) Before Taxes

    254,382     284,648     314,834     207,336     (53,920 )   (2,278,297 )   (72,460 )   (20,209 )
 

Income Tax Expense/(Benefit)

    96,099     107,683     120,924     97,212     (17,028 )   (373,601 )   (19,280 )   (14,414 )
                                   
 

Net Income/(Loss)

    158,283     176,965     193,910     110,124     (36,892 )   (1,904,696 )   (53,180 ) $ (5,795 )
                                   
   

Less: Net (Income)/Loss Attributable to the Noncontrolling Interests

    (1,875 )   (5,809 )   (6,230 )   (7,211 )   6,354     139,222     23,649     (19,264 )
 

Net Income/(Loss) attributable to Nuveen Investments

  $ 156,408   $ 171,156   $ 187,680   $ 102,913   $ (30,538 ) $ (1,765,474 ) $ (29,531 ) $ (25,059 )
                                   

Balance Sheet Data (at period end):

                                                 
 

Total assets

  $ 1,071,593   $ 1,077,217   $ 1,227,772     n/a   $ 8,685,305     6,454,490   $ 8,454,282   $ 6,320,093  
 

Total short-term obligations

    94,783     265,564     259,278     n/a     305,945     273,870     204,168     190,484  
 

Total long-term obligations

    388,730     629,823     632,806     n/a     5,536,565     5,267,482     5,521,578     5,237,287  
 

Total Nuveen Investments' shareholders' equity

    585,478     156,823     290,719     n/a     2,781,480     1,041,103     2,740,693     1,007,077  
 

Noncontrolling interest

    2,602     25,007     44,969     n/a     61,315     (127,965 )   (12,157 )   (114,755 )

Net Assets Under Management, at period end (in millions)

                                                 
 

Mutual funds

  $ 12,680   $ 14,495   $ 18,532     n/a   $ 19,195   $ 14,688   $ 18,415   $ 15,264  
 

Closed-end funds

    50,216     51,997     52,958     n/a     52,305     39,858     50,627     39,570  
 

Managed accounts

    52,557     69,625     90,119     n/a     92,807     64,677     83,984     60,500  
                                     
   

Total

  $ 115,453   $ 136,117   $ 161,609     n/a   $ 164,307   $ 119,223   $ 153,026   $ 115,334  
                                     

Gross Investment Product Sales (in millions)

                                                 
 

Mutual funds

  $ 1,625   $ 3,191   $ 5,642     n/a     6,066 *   6,315   $ 1,354   $ 1,339  
 

Closed-end funds

    2,888     2,302     595     n/a     1,706 *   2     2     166  
 

Managed accounts

    21,436     21,900     25,869     n/a     18,381 *   14,671     2,898     4,032  
                                     
   

Total

  $ 25,949   $ 27,393   $ 32,106     n/a     26,153 *   20,988   $ 4,254   $ 5,537  
                                     

Other Financial Data:

                                                 
 

Depreciation and amortization

  $ 13,017   $ 14,237   $ 17,857   $ 15,457     9,294     75,189   $ 18,372   $ 19,394  
 

Capital expenditures

    5,634     13,644     11,123     n/a     24,205 *   24,724     3,507     1,975  

*
Represents full year 2007

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        You should read the following discussion and analysis in conjunction with the consolidated financial statements included in this prospectus. The statements in this discussion and analysis regarding industry outlook, our expectations regarding our future performance and our liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements" beginning on page 25. Our actual results may differ materially from those contained in or implied in any forward-looking statements due to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in "Cautionary Note Regarding Forward-Looking Statements" below.

Description of the Business

        The principal businesses of Nuveen Investments are investment management and related research as well as the development, marketing and distribution of investment products and services for the high-net-worth and institutional market segments. We distribute our investment products and services, which include managed accounts, closed-end exchange-traded funds ("closed-end funds"), and open-end mutual funds ("open-end funds" or "mutual funds") primarily to high-net-worth and institutional investors through intermediary firms, including broker-dealers, commercial banks, private banks, affiliates of insurance providers, financial planners, accountants, consultants and investment advisors.

        We derive a substantial portion of our revenue from investment advisory fees, which are recognized as services are performed. These fees are directly related to the market value of the assets we manage. Advisory fee revenues generally will increase with a rise in the level of assets under management. Assets under management will rise through sales of our investment products or through increases in the value of portfolio investments. Assets under management may also increase as a result of reinvestment of distributions from funds and accounts. Fee income generally will decline when assets under management decline, as would occur when the values of fund portfolio investments decrease or when managed account withdrawals, mutual fund redemptions or closed-end fund deleveragings exceed gross sales and reinvestments.

        In addition to investment advisory fees, we have two other main sources of operating revenue: performance fees; and distribution and underwriting revenue. Performance fees are earned when investment performance on certain institutional accounts and private funds exceeds a contractual threshold. These fees are recognized only at the performance measurement date contained in the individual account management agreement. Distribution revenue is earned when certain funds are sold to the public through financial advisors. Generally, distribution revenue will rise and fall with the level of our sales of mutual fund products. Underwriting fees may be earned on the initial public offerings of our closed-end funds. The level of underwriting fees earned in any given year will fluctuate depending on the number of new funds offered, the size of the funds offered and the extent to which we participate as a member of the syndicate group underwriting the fund. Also included in distribution and underwriting revenue is revenue relating to our MuniPreferred ® and FundPreferred ®. These are types of auction rate preferred stock ("ARPS") issued by our closed-end funds, shares of which have historically been bought and sold through a secondary market auction process. A participation fee has been paid by the fund to the auction participants based on shares traded. Access to the auction must be made through a participating broker. We have offered non-participating brokers access to the auctions, for which we earned a portion of the participation fee. Beginning in mid-February 2008, the auctions for our ARPS, for the ARPS issued by other closed-end funds and for other auction rate securities began to fail on a widespread basis and have continued to fail. As we have described in several public announcements, we and the Nuveen closed-end funds have been working on various forms of debt and equity financing to redeem all of the approximately $15.4 billion of ARPS issued by our closed-end funds. As of March 31, 2009, we have completed the redemption of approximately

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$5.4 billion of ARPS issued by our closed-end funds and continue to work on alternatives to address the remaining ARPS of these funds. However, turmoil in the credit markets beginning in September 2008 has severely hampered our efforts to redeem ARPS. The redemption of ARPS and certain related financings may result in lower advisory fees. We also expect distribution and underwriting revenue relating to ARPS to continue to decrease.

        Sales of our products, and our profitability, are directly affected by many variables, including investor preferences for equity, fixed-income or other investments, the availability and attractiveness of competing products, market performance, continued access to distribution channels, changes in interest rates, inflation, and income tax rates and laws.

Acquisition of the Company

        On June 19, 2007, Nuveen Investments, Inc. (the "Predecessor") entered into an agreement (the "merger agreement") under which a group of private equity investors led by Madison Dearborn Partners, LLC ("MDP") agreed to acquire all of the outstanding shares of the Predecessor for $65.00 per share in cash. The Board of Directors and shareholders of the Predecessor approved the merger agreement. The transaction closed on November 13, 2007 (the "effective date").

        On the effective date, Windy City Investments Holdings, L.L.C. ("Holdings") acquired all of the outstanding capital stock of the Predecessor for approximately $5.8 billion in cash. Holdings is owned by MDP, affiliates of Merrill Lynch Global Private Equity and certain other co-investors and certain of our employees, including senior management. Windy City Investments, Inc. ("Parent") and Windy City Acquisition Corp. (the "Merger Sub") are corporations formed by Holdings in connection with the acquisition and, concurrently with the closing of the acquisition on November 13, 2007, the Merger Sub merged with and into Nuveen Investments, which was the surviving corporation (the "Successor") and assumed the obligations of the Merger Sub by operation of law. The merger agreement and the related financing transactions resulted in the following events which are collectively referred to as the "Transactions" or the "MDP Transactions":

    the purchase by the equity investors of common units of Holdings for approximately $2.8 billion in cash and/or through a roll-over of existing equity interests in Nuveen Investments;

    the entering into by Merger Sub of a new senior secured credit facility comprised of (1) a $2.3 billion term loan facility with a term of seven years and (2) a $250 million revolving credit facility with a term of six years;

    the offering by Merger Sub of $785 million of senior notes due in 2015;

    the merger of Merger Sub with and into Nuveen Investments, with Nuveen Investments (the "Successor") as the surviving corporation, and the payment of the related merger consideration; and

    the payment of approximately $177 million of fees and expenses related to the Transactions, including approximately $53 million of fees expensed.

        Immediately following the merger, Nuveen Investments became a wholly owned direct subsidiary of Parent and a wholly owned indirect subsidiary of Holdings.

        The purchase price of the Company has been allocated to the assets and liabilities acquired based on their estimated fair market values at the date of acquisition as described in Note 3, "Purchase Accounting," to our Annual Financial Statements.

        Unless the context requires otherwise, "Nuveen Investments," "we," "us," "our," or the "Company" refers to the Successor and its subsidiaries, and for the periods prior to November 13, 2007, the Predecessor and its subsidiaries.

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        The consolidated statements of income, changes in shareholders' equity and cash flows for the year ended December 31, 2006 and the period from January 1, 2007 to November 13, 2007 represent operations of the Predecessor. The consolidated statements of income, changes in shareholders' equity and cash flows for the period from November 14, 2007 to December 31, 2007, and the year ended December 31, 2008 represent the operations of the Successor. The consolidated balance sheets as of December 31, 2008 and 2007 represent the financial condition of the Successor.

        The acquisition of Nuveen Investments was accounted for as a business combination using the purchase method of accounting, whereby the purchase price (including liabilities assumed) was allocated to the assets acquired based on their estimated fair market values at the date of acquisition and the excess of the total purchase price over the fair value of the Company's net assets was allocated to goodwill. The purchase price paid by Holdings to acquire the Company and related purchase accounting adjustments were "pushed down" and recorded on Nuveen Investments and its subsidiaries' financial statements and resulted in a new basis of accounting for the "successor" period beginning on the day the acquisition was completed. As a result, the purchase price and related costs were allocated to the estimated fair values of the assets acquired and liabilities assumed at the time of the acquisition based on management's best estimates, which were based in part on the work of external valuation specialists engaged to perform valuations of certain of the tangible and intangible assets.

        As a result of the consummation of the Transactions and the application of purchase accounting as of November 13, 2007, the consolidated financial statements for the period after November 13, 2007 are presented on a different basis than that for the periods before November 13, 2007, and therefore are not comparable to prior periods.

Recent Events

Acquisition of Winslow Capital Management

        On December 26, 2008, we acquired Winslow Capital Management ("Winslow Capital"). Winslow Capital specializes in large-cap growth investment strategies for institutions and high net worth investors and had approximately $4.5 billion in assets under management at the time of the acquisition. The results of Winslow Capital's operations are included in our consolidated statement of income since the acquisition date. The aggregate purchase price was $77 million (net of cash acquired) plus certain contingent payments which may become due at the end of 2011 and 2013.

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Summary of Operating Results

        The table below reconciles the full year ended December 31, 2007 consolidated statement of operations with the discussion of the results of operations that follow:

Financial Results Summary
(dollars in thousands)

 
  January 1, 2007—
November 13, 2007
  November 14, 2007—
December 31, 2007
  Combined*
January 1, 2007—
December 31, 2007
 

Closed-End Exchange-Traded Funds

  $ 231,350   $ 35,516   $ 266,866  

Mutual Funds

    96,883     14,587     111,470  

Managed Accounts

    359,824     54,104     413,928  
 

Advisory Fees

    688,057     104,207     792,264  

Closed-End Exchange-Traded Funds

    1,761     564     2,325  

Muni/Fund Preferred®

    3,752     614     4,366  

Mutual Funds

    (11 )   116     105  
 

Underwriting & Distribution

    5,502     1,294     6,796  

Performance Fees/Other Revenue

    20,309     5,689     25,998  
   

Operating Revenues

    713,868     111,190     825,058  

Compensation and Benefits

    310,044     57,693     367,737  

Severance

    2,600     2,167     4,767  

Advertising and Promotional Costs

    14,618     1,718     16,336  

Occupancy and Equipment Costs

    23,383     3,411     26,794  

Amortization of Intangible Assets

    7,063     8,100     15,163  

Travel and Entertainment

    9,687     1,654     11,341  

Outside and Professional Services

    31,486     6,355     37,841  

Minority Interest Expense

    7,211     1,062     8,273  

Other Operating Expense

    38,936     8,501     47,437  
   

Operating Expenses

    445,028     90,661     535,689  

Minority Interest Revenue

        7,416     7,416  

Dividends and Interest Income

    11,402     4,590     15,992  

Interest Expense

    (30,393 )   (41,520 )   (71,913 )
   

Net Interest Expense

    (18,991 )   (36,930 )   (55,921 )

Gains/(Losses) on Investments

    3,942     (33,110 )   (29,168 )

Gains/(Losses) on Fixed Assets

    (101 )       (101 )

Miscellaneous Income/(Expense)

    (53,565 )   (5,471 )   (59,037 )
   

Other Income/(Expense)

    (49,724 )   (38,581 )   (88,306 )

Income Tax Expense/(Benefit)

    97,212     (17,028 )   80,184  

Net Income/(Loss)

  $ 102,913   $ (30,538 ) $ 72,375  

*
Represents aggregate Predecessor and Successor results for the period presented. The combined results are non-GAAP financial measures and should not be used in isolation or substitution of Predecessor and Successor results. The aggregated results provide a full-year presentation of our results for comparability purposes.

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        The table below presents the highlights of our operations for the years ended December 31, 2008, 2007 and 2006 and for the three months ended March 31, 2009 and 2008:

 
  Year Ended December 31,   Three Months
Ended
March 31,
 
 
  2008   2007   2006   2009   2008  
 
  (dollars in millions)
 

Gross sales of investment products

  $ 20,988   $ 26,153   $ 32,106   $ 5,537   $ 4,254  

Net flows

    (10,288 )   1,344     15,332     (1,811 )   (3,042 )

Assets under management(1)

    119,223     164,307     161,609     115,334     153,026  

Operating revenues

    740.8     825.1     709.8     147.2     196.8  

Operating expenses

    543.8     527.4     382.6     117.8     125.0  

Other income/(expense)

    (2,209.9 )   (88.3 )   15.7     14.6     (76.0 )

Net interest expense

    265.4     55.9     28.2     64.2     68.3  

Income tax expense/(benefit)

    (373.6 )   80.2     120.9     (14.4 )   (19.3 )

Non-controlling interest net income/(loss)

    (139.2 )   0.9     6.2     19.3     (23.6 )

Net income/(loss)

    (1,765.5 )   72.4     187.7     (25.1 )   (29.5 )

(1)
At end of the period.

Results of Operations

        The following tables and discussion and analysis contain important information that should be helpful in evaluating our results of operations and financial condition, and should be read in conjunction with our Annual Financial Statements and Quarterly Financial Statements and related Notes included in this prospectus.

        Gross sales of investment products (which include new managed accounts, deposits into existing managed accounts and the sale of mutual fund and closed-end fund shares) for the years ending December 31, 2008, 2007 and 2006 and for the three months ended March 31, 2009 and 2008 are shown in the table below:

 
  Year Ended December 31,   Three Months
Ended
March 31,
 
 
  2008   2007   2006   2009   2008  
 
  (dollars in millions)
 

Closed-End Exchange-Traded Funds

  $ 2   $ 1,706   $ 595   $ 166   $ 2  

Mutual Funds

    6,315     6,066     5,642     1,339     1,354  

Retail Managed Accounts

    7,914     8,592     17,122     2,270     1,701  

Institutional Managed Accounts

    6,757     9,789     8,747     1,762     1,197  
                       

Total

  $ 20,988   $ 26,153   $ 32,106   $ 5,537   $ 4,254  
                       

        Gross sales for the three months ended March 31, 2009 were up $1.3 billion or 30% versus sales in the same period of the prior year. We completed the initial public offering of the Nuveen Municipal Value Fund 2, raising nearly $200 million in the common share offering. This is our first closed-end fund offering since the fourth quarter of 2007. Mutual fund sales were consistent with sales in the same quarter of the prior year, with a slight decline in sales on municipal funds offset by an increase in sales on our international value funds. Retail managed account sales increased 33% for the period, driven by a 21% increase in municipal account sales and a 63% increase in international value account sales. Institutional managed account sales were up $0.6 billion, or 47% versus sales in the first quarter of the

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prior year, primarily due to the acquisition of Winslow Capital, which drove a $0.8 billion increase in sales for the quarter. Partially offsetting this increase was a decline in domestic value account sales.

        Gross sales for 2008 of $21.0 billion were down 20% from the prior year. As a result of market conditions, there were no new closed-end fund offerings during the year. This compares unfavorably to the $1.7 billion raised in the prior year. Despite challenging market conditions, retail managed account sales declined only modestly as we selectively reopened our previously closed Tradewinds International Value product and NWQ Large-Cap Value offering. In addition, municipal retail managed account sales were strong, increasing 10% for the year. Institutional managed account sales declined $3.0 billion as investor caution due to market volatility dampened sales. Mutual fund sales were up 4% driven mainly by strong sales of our international value equity and municipal funds, partially offset by a decline in sales of our domestic value equity funds.

        Gross sales for 2007 of $26.2 billion were down 19% over sales in the prior year primarily due to a decline in retail managed account sales. We raised $1.7 billion through the issuance of four new closed-end funds during 2007: the Nuveen Core Equity Alpha Fund; the Multi-Currency Short-Term Government Income Fund; the Tax-Advantaged Dividend Growth Fund; and the Municipal High Income Opportunity Fund 2. This compares favorably to the $0.6 billion raised in the prior year. Mutual fund sales were strong, up 8% from the prior year. Growth was driven mainly by sales of the Nuveen High Yield Municipal Bond Fund (the "High Yield Fund"). Although demand for the High Yield Fund slowed in the second half of the year, full year sales of this fund were up $0.4 billion. Retail managed account sales declined 50% versus the prior year mainly as a result of accelerated sales in the prior year as we closed our Tradewinds International Value strategy to new investors in the second quarter of the prior year. Institutional managed account sales increased 12% for the year. Despite a difficult market environment, we raised approximately $1.7 billion through the offering of three CLOs (Collateralized Loan Obligations) investing in senior bank loans and one CDO (Collateralized Debt Obligation).

        Net flows of investment products for the years ending December 31, 2008, 2007 and 2006 and for the three months ended March 31, 2009 and 2008 are shown below:

 
  Year Ended December 31,   Three Months
Ended
March 31,
 
 
  2008   2007   2006   2009   2008  
 
  (dollars in millions)
 

Closed-End Exchange-Traded Funds

  $ (2,370 ) $ 1,717   $ 616   $ (632 ) $ 3  

Mutual Funds

    416     1,601     3,622     303     61  

Retail Managed Accounts

    (8,920 )   (5,707 )   5,487     (1,771 )   (2,522 )

Institutional Managed Accounts

    586     3,733     5,607     289     (584 )
                       

Total

  $ (10,288 ) $ 1,344   $ 15,332   $ (1,811 ) $ (3,042 )
                       

        Net outflows for the quarter ended March 31, 2009 declined substantially versus outflows in the same quarter of the prior year. Closed-end funds experienced net outflows for the quarter as continued market depreciation caused several of the funds to reduce leverage in order to stay within internal operating leverage ratio bands. Mutual fund net flows increased driven by a reduction in redemptions. Retail managed account outflows decreased and institutional managed account flows turned into net inflows driven by both an increase in sales and a reduction in redemptions.

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        We experienced increased redemptions across all of our products lines in 2008 as a broad range of markets delivered sharply negative returns for the year. The impact of these increased redemptions was most notable in our retail managed account products. Despite only a slight decline in sales year-over-year, retail managed account net outflows increased 56%. Closed-end funds experienced net outflows for the year as market depreciation caused several of the funds to reduce leverage in order to stay within internal operating leverage ratio bands. Net flows on institutional managed accounts declined $3.1 billion, $3.0 billion of which was caused by the previously discussed decline in sales. Mutual fund net flows were down $1.2 billion despite an increase in sales driven primarily by increased redemptions from our municipal and international value equity funds.

        Overall, net flows for 2007 were $1.3 billion, down 91% from the prior year's level. Net flows into closed-end funds were up $1.1 billion when compared to the prior year due to new offerings in 2007. Mutual fund net flows were down $2.0 billion when compared to the prior year due to increased redemptions, primarily focused on the High Yield Fund in the second half of the year as a result of the markets' more negative view of high yield strategies. Retail managed account net flows were down $11.2 billion behind the closing to new investors of our Tradewinds International Value strategy in 2006 and increased outflows of NWQ retail managed accounts. Institutional managed account flows decreased $1.9 billion in 2007 when compared to the prior year.

        The following table summarizes net assets under management by product type:

 
  Year Ended
December 31,
  Three Months Ended
March 31,
 
 
  2008   2007   2006   2009   2008  
 
  (dollars in millions)
 

Closed-End Exchange-Traded Funds

  $ 39,858   $ 52,305   $ 52,958   $ 39,570   $ 50,627  

Mutual Funds

    14,688     19,195     18,532     15,264     18,415  

Retail Managed Accounts

    34,860     54,919     58,556     31,642     49,431  

Institutional Managed Accounts

    29,817     37,888     31,563     28,858     34,553  
                       

Total

  $ 119,223   $ 164,307   $ 161,609   $ 115,334   $ 153,026  
                       

        The components of the change in our assets under management were as follows:

 
  Year Ended
December 31,
  Three Months Ended
March 31,
 
 
  2008   2007   2006   2009   2008  
 
  (dollars in millions)
 

Beginning Assets Under Management

  $ 164,307   $ 161,609   $ 136,117   $ 119,223   $ 164,307  
 

Gross Sales

    20,988     26,153     32,106     5,537     4,254  
 

Reinvested Dividends

    547     709     498     70     69  
 

Redemptions

    (31,823 )   (25,518 )   (17,272 )   (7,418 )   (7,365 )
                       
   

Net flows into Managed Assets

    (10,288 )   1,344     15,332     (1,811 )   (3,042 )
 

Acquisitions

    4,542     363              
 

Appreciation/(Depreciation)

    (39,338 )   991     10,160     (2,078 )   (8,239 )
                       

Ending Assets Under Management

  $ 119,223   $ 164,307   $ 161,609   $ 115,334   $ 153,026  
                       

        Assets were down $3.9 billion during the three month period ended March 31, 2009 as a result of both net outflows and market depreciation for the period. Market movement during the period was comprised of $3.9 billion of equity and $0.3 billion of taxable fixed-income market depreciation partially offset by $2.1 billion of municipal market appreciation. At March 31, 2009, 52% of our assets were in municipal portfolios, 40% in equity portfolios and 8% in taxable income portfolios.

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        Net outflows in 2008 of $10.3 billion coupled with $39.3 billion of market depreciation and $4.5 billion of assets acquired in our acquisition of Winslow Capital resulted in a 27% decline in assets under management in 2008. Closed-end fund assets decreased $12.5 billion, as a result of $10.1 billion in market depreciation and $2.4 billion in net outflows. The net outflows were the result of several funds reducing leverage in order to stay within internal operating leverage ratio bands. Mutual fund assets declined $4.5 billion, driven by $4.9 billion in market depreciation, partially offset by $0.4 billion in net flows. Managed account assets declined $28.1 billion, driven by $24.3 billion in market depreciation and $8.3 billion in net outflows, partially offset by the addition of $4.5 billion of assets as a result of the Winslow Capital acquisition.

        Net flows in 2007 of $1.3 billion coupled with $1.0 billion of market appreciation and $0.4 billion of assets acquired in our acquisition of HydePark Investment Strategies resulted in a 2% increase in assets under management in 2007. Closed-end fund assets decreased $0.7 billion, as $2.4 billion in market depreciation was partially offset by $1.7 billion of new offerings. Mutual fund assets grew $0.7 billion, driven by $1.6 billion in net flows, offset by $0.9 billion in market depreciation. Managed account assets increased $2.7 billion, driven by $4.3 billion in market appreciation offset by $2.0 billion in net outflows and the addition of $0.4 billion of assets as a result of the HydePark acquisition.

        Investment advisory fee income, net of sub-advisory fees and expense reimbursements, for the years ended December 31, 2008, 2007 and 2006 and for the three months ended March 31, 2009 and 2008 is shown in the following table:

 
  Year Ended
December 31,
  Three Months Ended
March 31,
 
 
  2008   2007   2006   2009   2008  
 
  (dollars in thousands)
 

Closed-End Exchange-Traded Funds

  $ 256,851   $ 266,866   $ 252,738   $ 54,847   $ 67,309  

Mutual Funds

    101,218     111,470     89,558     20,291     26,304  

Managed Accounts

    349,361     413,928     343,551     65,391     99,145  
                       

Total

  $ 707,430   $ 792,264   $ 685,847   $ 140,529   $ 192,758  
                       

        Advisory fees of $140.5 million for the three months ended March 31, 2009 were down $52.2 million, or 27%, from the same period in 2008. Advisory fees were down across all categories driven by lower asset levels, mainly as the result of significant market depreciation. Closed-end fund advisory fees were down $12.5 million, or 19%, from 2008. Advisory fees on mutual funds were down $6.0 million, or 23%, from 2008 while managed account advisory fees were down $33.8 million, or 34%.

        Advisory fees of $707.4 million for 2008 were down $84.8 million, or 11%, from 2007. Advisory fees were down across all categories driven by lower asset levels, mainly as the result of significant market depreciation. Closed-end fund advisory fees were down $10.0 million, or 4% from 2007. Advisory fees on mutual funds were down $10.3 million, or 9%, from 2007 while managed account advisory fees were down $64.6 million, or 16%.

        Higher average asset levels in 2007 contributed to a 16% increase in advisory fees in 2007. Advisory fees on mutual funds increased 24%, managed account fees increased 20%, and fees on closed-end funds increased 6% for the year. Within the managed account product line, advisory fee revenue increased most notably on value-style equity accounts. Fees on growth-style equity accounts continued to decline.

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        Product distribution revenue for the years ended December 31, 2008, 2007 and 2006 and for the three months ended March 31, 2009 and 2008 is shown in the following table:

 
  Year Ended
December 31,
  Three Months Ended
March 31,
 
 
  2008   2007   2006   2009   2008  
 
  (dollars in thousands)
 

Closed-End Exchange-Traded Funds

  $ 4,966   $ 2,323   $ 458   $ 196   $ (39 )

MuniPreferred® and FundPreferred®

    3,847     4,366     4,880     733     1,098  

Open-End Mutual Funds

    629     107     (593 )   40     172  
                       

Total

  $ 9,442   $ 6,796   $ 4,745   $ 969   $ 1,231  
                       

        Product distribution revenue decreased slightly for the quarter ended March 31, 2009 due mainly to a decline in MuniPreferred® and FundPreferred® fees as a result of an overall decline in ARPS outstanding associated with the redemption of these shares. Mutual fund distribution revenue declined $0.1 million driven mainly by an increase in commissions paid to third party distribution firms on large dollar value sales. Partially offsetting these declines was an increase in underwriting revenue as a result of the closed-end fund offering in the first quarter of 2009.

        Product distribution revenue in 2008 was $9.4 million, an increase of $2.6 million, or 39%, from 2007. Underwriting revenue on closed-end funds increased $2.6 million. Although there were no new closed-end fund offerings in 2008, we received $5.0 million in placement fee revenue (offset by $7.5 million in placement fee expense included in "Other Operating Expenses") for acting as placement agent on the offering of the Variable Rate Demand Preferred Shares ("VRDP") issued during in 2008. MuniPreferred ® and FundPreferred ® fees declined as a result of an overall decline in ARPS outstanding as a result of the redemption of these shares. Mutual fund distribution revenue increased $0.5 million driven mainly by an increase in mutual fund sales as well as a reduction in commissions paid to third party distribution firms on large dollar value sales.

        Product distribution revenue increased in 2007 when compared with the prior year. Underwriting revenue on closed-end funds increased $1.9 million due to an increase in both the number of funds and assets raised. Mutual fund distribution revenue increased $0.7 million, due mainly to an increase in mutual fund sales. MuniPreferred® and FundPreferred® fees declined $0.5 million for the year. This decline is due to a decrease in shares traded by non-participating brokers who access auctions through our trading desk.

Performance Fees/Other Revenue

        Performance fees/other revenue consist of performance fees earned on institutional assets managed, consulting revenue and various fees earned in connection with services provided on behalf of our defined portfolio assets under surveillance in our unit investment trusts. We discontinued offering unit investment trust products in 2002.

        Performance fees/other revenue for the three months ended March 31, 2009 were $5.7 million, an increase of $2.9 million or 103% from the same period of the prior year. Performance fees for the quarter ended March 31, 2009 were $5.0 million, up from $1.7 million in the first quarter of 2008.

        Performance fees/other revenue for 2008 were $23.9 million, a decrease of $2.1 million, or 8%, from 2007. Performance fee revenue declined from $23.2 million in 2007 to $19.6 million in 2008 due to a decline in performance fees on alternative investment products. Partially offsetting this decline was an increase in consulting revenue as a result of a full year of Nuveen HydePark revenues in 2008.

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        Performance fees/other revenue for 2007 were $26.0 million, up from $19.2 million in 2006. The increase is due to higher performance fees and the addition of Nuveen HydePark consulting revenue.

Operating Expenses

        Operating expenses for the years ended December 31, 2008, 2007 and 2006 and the three months ended March 31, 2009 and 2008 are shown in the following table:

 
  Year Ended
December 31,
  Three Months Ended
March 31,
 
 
  2008   2007   2006   2009   2008  
 
  (dollars in millions)
 

Compensation and Benefits

  $ 282,360   $ 367,737   $ 263,686   $ 69,426   $ 77,022  

Severance

    54,241     4,767     732     75     1,444  

Advertising and Promotional Costs

    13,790     16,336     13,500     2,424     3,593  

Occupancy and Equipment Costs

    28,850     26,794     24,184     7,937     6,544  

Amortization of Intangible Assets

    64,845     15,163     8,433     16,210     16,200  

Travel and Entertainment

    12,304     11,341     10,158     2,456     3,341  

Outside and Professional Services

    45,402     37,841     31,164     9,897     9,148  

Other Operating Expenses

    42,004     47,437     30,697     9,369     7,685  
                       

Total

  $ 543,794   $ 527,415   $ 382,554   $ 117,794   $ 124,977  
                       

Compensation and Benefits

        Compensation and related benefits expense for the first three months of 2009 decreased $7.6 million when compared with the same period in the prior year mainly as a result of a reduction in incentive compensation as a result of the overall decline in earnings.

        Compensation and related benefits expense declined $85.4 million in 2008 when compared with 2007. Base compensation and benefits increased $12.2 million driven mainly by the carryover impact of headcount increases made in 2007. Headcount for the Company as of the end of the year was down versus end of year 2007; however, the reduction in headcount was made late in the year and therefore did not have a significant impact on base compensation for 2008. Non-cash compensation declined significantly in 2008 as the result of additional expense recorded in 2007 related to the accelerated vesting of equity options due to the MDP Transactions (for further information, please see discussion on 2007 below). Incentive compensation declined $55.0 million as a result of the overall decline in earnings.

        Compensation and related benefits expense increased $104.1 million during 2007. Approximately $43.5 million of the increase was the result of the accelerated vesting of all outstanding stock options and restricted stock as a result of the MDP transactions. We maintained two stock-based compensation plans: the Second Amended and Restated Nuveen 1996 Equity Incentive Award Plan (the "1996 Plan") and the 2005 Equity Incentive Plan (the "2005 Plan"). All unvested equity awards that were granted under the 1996 Plan vested free of restrictions on September 18, 2007 upon shareholder approval of the merger agreement for the MDP Transactions. All unvested equity awards that were granted under the 2005 Plan vested and became free of restriction upon the closing of the merger on November 13, 2007. In addition to the accelerated equity award expense, we incurred approximately $9.1 million in additional employer related taxes as a result of the payout of these equity awards. The remaining increase can be attributed to higher base compensation as a result of new positions and salary increases, as well as increases in incentive compensation.

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Amortization of Intangible Assets

        Amortization of intangible assets for the three months ended March 31, 2009 was consistent with the same period of the prior year.

        Amortization of intangible assets increased $49.7 million during 2008 as a direct result of the increase in amortizable intangible assets as a result of the MDP Transactions.

        Amortization of intangible assets increased $6.7 million during 2007. In connection with the MDP Transactions, our intangible assets were valued by management with the assistance of valuation specialists. Our valuation resulted in approximately $1.0 billion in amortizable definite-lived intangible assets with an estimated useful life of approximately 15 years. For the year ended December 31, 2007, we recorded $8.1 million in amortization expense for the period subsequent to the MDP Transactions.

Outside and Professional Services

        Outside and professional services expense increased $0.7 million for the quarter ended March 31, 2009 primarily due to increases in electronic information and information technology expenses as we provide our investment and research teams with more data and other tools to better manage their portfolios.

        Outside and professional services expense increased $7.6 million during 2008 primarily due to increases in electronic information and information technology expenses as a result of investments in upgrading our operational platform and as we continue to provide our investment and research teams with more tools to better manage their portfolios.

        Outside and professional services expense increased $6.7 million during 2007 (excluding the expenses related to the MDP Transactions, which are included in "Other Income/(Expense)"). The increase was due primarily to an increase in electronic information expense.

All Other Operating Expenses

        All other operating expenses, including advertising and promotional costs, travel and entertainment, structuring fees, severance, fund organization costs and other expenses decreased approximately $0.3 million for the first three months of 2009 driven mainly by declines in advertising and promotional costs and travel and entertainment.

        All other operating expenses, including advertising and promotion, occupancy and equipment, travel and entertainment, structuring fees, severance, fund organization costs and other expenses increased $44.5 million during 2008. The main driver of the increase was an increase in severance of $49.5 million due to organizational restructuring (for additional information see Note 4, "Restructuring Charges," to our Annual Financial Statements). Partially offsetting this increase was a decline in structuring/placement fees on closed-end funds of $5.3 million.

        All other operating expenses, including advertising and promotion, occupancy and equipment, travel and entertainment, structuring fees, severance, fund organization costs and other expenses increased $27.4 million during 2007. Approximately $10.0 million of the increase is due to an increase in structuring fees and fund organization costs paid on the initial offering of our closed-end funds. Severance, recruiting and relocation increased $10.6 million due to organizational restructuring. Advertising and promotional costs increased $2.8 million due primarily due to the increased focus on promoting our mutual funds. Occupancy and equipment costs increased $2.6 million as a result of an increase in leased space. The remainder of the increase relates primarily to higher travel and entertainment expenses.

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Other Income/(Expense)

        Other income/(expense) includes realized gains and losses on investments and miscellaneous income/(expense), including gain or loss on the disposal of property.

        The following is a summary of other income/(expense) for the years ended December 31, 2008, 2007 and 2006 and the three months ended March 31, 2009 and 2008:

 
  Year Ended
December 31,
  Three Months Ended
March 31,
 
 
  2008   2007   2006   2009   2008  
 
  (dollars in thousands)
 

Gains/(Losses) on Investments

  $ (199,720 ) $ (29,168 ) $ 15,466   $ 10,807   $ (75,167 )

Gains/(Losses) on Fixed Assets

    (4 )   (101 )   (171 )   (1 )   (2 )

Impairment Loss

    (2,013,072 )                

Miscellaneous Income/(Expense)

    2,945     (59,037 )   431     3,782     (860 )
                       

Total

  $ (2,209,851 ) $ (88,306 ) $ 15,726   $ 14,588   $ (76,029 )
                       

        Included in gains/(losses) on investments in the first quarter of 2009 is $3.2 million of unrealized mark-to-market loss on derivative transactions entered into as a result of the Transactions. Also included in gains/(losses) on investment is $14.3 million in gains on Symphony CLO V, a collateralized loan obligation managed by Symphony, in which MDP owns a controlling equity interest, but the Company has no equity. Because of the MDP equity in Symphony CLO V it is required to be consolidated in our financial statements (see "Net (income)/loss due to non-controlling interest" below). In addition to the investment gain reported on Symphony CLO V, we recorded approximately $0.5 million in miscellaneous expense also as a result of the consolidation of Symphony CLO V. During the quarter we recorded a $4.3 million gain on the early retirement of debt. For additional information, please refer to "Capital Resources, Liquidity and Financial Condition—Equity" below.

        Included in gains/(losses) on investments in 2008 is a $46.8 million non-cash unrealized mark-to-market loss on derivative transactions entered into as a result of the Transactions. Also included in gains/(losses) on investments is $148.8 million in non-cash losses on Symphony CLO V (see also "Net (Income)/Loss Due to Noncontrolling interest" below). In addition to the investment losses reported on Symphony CLO V, we recorded approximately $2.2 million in miscellaneous expense also as a result of the consolidation of Symphony CLO V. During 2008, we recorded an additional $2.3 million of expense as a result of the Transactions and $2.0 million in expense on the settlement of litigation. Partially offsetting these expenses was a non-cash gain on the early retirement of debt. For further information, see Note 7, "Debt," to our Annual Financial Statements.

        As a result of the recent steep global economic decline that first began at the end of 2007, we have identified approximately $1.1 billion of non-cash goodwill impairment and $0.9 billion of non-cash intangible asset impairment as of December 31, 2008. The amount of the impairment was a result of our annual impairment test in accordance with SFAS No. 142 and was based on the work performed by external valuation experts from a nationally recognized independent consulting firm. For further information, see Note 2, "Basis of Presentation and Summary of Significant Accounting Policies," to our Annual Financial Statements. Additionally, a loss of $38.3 million was recorded in 2008 for other-than-temporary impairment on available for sale securities that are not expected to recover in the near term.

        Total other expense for 2007 was $88.3 million. Of the $59.0 million in miscellaneous expense, $51.1 million relates to the MDP Transactions. In addition, we made a one-time $6.2 million payment to Merrill Lynch, Pierce, Fenner & Smith to terminate an agreement in respect of several of our previously offered closed-end funds under which we were obligated to make payments over time based on the assets of the respective closed-end funds. Included in gains/(losses) on investments is a

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$31.4 million unrealized mark-to-market loss on derivative transactions entered into as a result of the Transactions. Also included in investment losses is an $8.2 million unrealized loss on the CLO investment required to be consolidated in our financial results.

Net (Income)/Loss Due to Noncontrolling Interest

        Symphony CLO V is a noncontrolling interest. See Note 12, "Consolidated Funds—Symphony CLO V," to our Annual Financial Statements. We have no equity interest in this CLO investment vehicle and all gains and losses recorded in our financial statements are attributable to other investors. For the years ended December 31, 2008 and 2007, we recorded a $141.5 million net loss and a $7.4 million net loss, respectively, on Symphony CLO V. For the three months ended March 31, 2009 we recorded $19.0 million of net income on this investment. The entire amount of the income or loss is offset in net income/loss attributable to noncontrolling interests.

        Key employees at NWQ, Tradewinds, Symphony, and Santa Barbara have been granted noncontrolling equity-based profits interests in their respective businesses. For additional information on these noncontrolling interests, please refer to "Capital Resources, Liquidity and Financial Condition—Equity" below.

Net Interest Expense

        The following is a summary of net interest expense for the years ended December 31, 2008, 2007 and 2006 and for the three months ended March 31, 2009 and 2008:

 
  Year Ended
December 31,
  Three Months Ended
March 31,
 
 
  2008   2007   2006   2009   2008  
 
  (dollars in thousands)
 

Dividends and Interest Income

  $ 41,172   $ 15,992   $ 11,388   $ 9,071   $ 10,948  

Interest Expense

    (306,616 )   (71,913 )   (39,554 )   (73,307 )   (79,216 )
                       

Total

  $ (265,444 ) $ (55,921 ) $ (28,166 ) $ (64,236 ) $ (68,268 )
                       

        Net interest expense declined $4.0 million in the first quarter of 2009 due to an increase in net interest revenue on Symphony CLO V. Included in net interest expense for the quarter is $5.1 million of net interest revenue related to Symphony CLO V described above. This net interest revenue of Symphony CLO V is comprised of $7.8 million in dividend and interest revenue, offset by $2.7 million of interest expense.

        Net interest expense in 2008 increased $209.5 million versus 2007 due to the existence for the full year of outstanding debt incurred in connection with the MDP Transactions. Included in net interest expense for the year is $9.5 million of net interest revenue related to Symphony CLO V described above. Net interest revenue of Symphony CLO V is comprised of $30.8 million in dividend and interest revenue, offset by $21.3 million of interest expense.

        Total net interest expense was $55.9 million in 2007. The $27.8 million increase versus the prior year is mainly the result of the new debt put in place in connection with the MDP Transactions.

Recent Accounting Pronouncements

FASB Staff Positions on Fair Value Measurements, Other-than-Temporary Impairments, and Interim Disclosures of Fair Value

        On April 9, 2009, the FASB issued three final Staff Positions intended to provide additional application guidance and enhance disclosures regarding the fair value measurements and impairment of securities. This additional application guidance was needed to clarify the application of Statement

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No. 157, "Fair Value Measurements" ("SFAS No. 157"), to fair value measurements in the current market environment, modify the recognition of other-than-temporary impairment of debt securities, and require companies to disclose the fair values of financial instruments in interim periods. The final Staff Positions are effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009, if all three Staff Positions or both the fair-value measurements and other-than-temporary impairment Staff Positions are adopted simultaneously. The Company plans to adopt the provisions under these three Staff Positions for its interim financial statements for the six month period ended June 30, 2009. The following describes each of the Staff Positions.

     FSP FAS 157-4

        FSP FAS 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4"), provides guidance for making fair value measurements more consistent with the principles presented in SFAS No. 157. FSP FAS 157-4 relates to determining fair values when there is no active market or where price inputs being used represent distressed sales. It reaffirms what SFAS No. 157 states is the objective of fair value measurement—to reflect how much an asset would be sold for in an orderly transaction (as opposed to a distressed or forced transaction) at the date of the financial statements under current market conditions. Specifically, it reaffirms the need to use judgment to ascertain if a formerly active market has become inactive and in determining fair values when markets have become inactive.

     FSP FAS 107-1 and APB 28-1

        FSP FAS 107-1 and APB 28-1, "Interim Disclosures About Fair Value of Financial Instruments" ("FSP FAS 107-1 / APB 28-1"), enhance consistency in financial reporting by increasing the frequency of fair value disclosures. FSP FAS 107-1 / APB 28-1 relate to fair value disclosures for any financial instruments that are not currently reflected on the balance sheet of companies at fair value. Prior to issuing this FSP, fair values for these assets and liabilities were only disclosed once a year. The FSP now requires these disclosures on a quarterly basis, providing qualitative and quantitative information about fair value estimates for all those financial instruments not measured on the balance sheet at fair value.

     FSP FAS 115-2 and FAS 124-2

        FSP FAS 115-2 and FAS 124-2, "Recognition and Presentation of Other-Than-Temporary Impairments" ("FSP FAS 115-2 / FAS 124-2"), provide additional guidance designed to create greater clarity and consistency in accounting for and presenting impairment losses on securities. FSP FAS 115-2 / FAS 124-2 are intended to bring greater consistency on the timing of impairment recognition, and provide greater clarity to investors about the credit and noncredit components of impaired debt securities that are not expected to be sold. The measure of impairment in comprehensive income remains fair value. The FSP also requires increased and more timely disclosures sought by investors regarding expected cash flows, credit losses, and an aging of securities with unrealized losses.

SFAS No. 141 (revised)—Business Combinations

        During December 2007, the FASB issued SFAS No. 141 (revised), "Business Combinations" ("SFAS No. 141(R)"). SFAS No. 141(R) revises SFAS No. 141, "Business Combinations," while retaining the fundamental requirements of SFAS No. 141 that the acquisition method of accounting (the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. SFAS No. 141(R) further defines the acquirer, establishes the acquisition date, and broadens the scope of transactions that qualify as business combinations.

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        Additionally, SFAS 141(R) changes the fair value measurement provisions for assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree. It also provides guidance for the measurement of fair value in a step acquisition, changes the requirements for recognizing assets acquired and liabilities assumed subject to contingencies, provides guidance on recognition and measurement of contingent consideration and requires that acquisition-related costs of the acquirer be expensed as incurred. Liabilities for unrecognized tax benefits related to tax positions assumed in a business combination that settled prior to the adoption of SFAS No. 141(R), affect goodwill. If such liabilities reverse subsequent to the adoption of SFAS No. 141(R), such reversals will effect the income tax provision in the period of reversal. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The impact of the adoption of SFAS No. 141 (R) on our consolidated financial statements is dependent on future business acquisition activity.

SFAS No. 157—Fair Value Measurements

        On September 15, 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 157, "Fair Value Measurements." SFAS No. 157 provides enhanced guidance for using fair value to measure assets and liabilities by defining fair value, establishing a framework for measuring fair value, and expanding disclosure requirements about fair value measurements. SFAS No. 157 does not require any new fair value measurements. Prior to this standard, methods for measuring fair value were diverse and inconsistent, especially for items that are not actively traded. The standard clarifies that, for items that are not actively traded, such as certain kinds of derivatives, fair value should reflect the price in a transaction with a market participant, including an adjustment for risk, not just the company's mark-to-market model value. The standard also requires expanded disclosure of the effect on earnings for items measured using unobservable data.

        Under SFAS No. 157, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. SFAS No. 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, SFAS No. 157 establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data (for example, the reporting entity's own data). Finally, under SFAS No. 157, fair value measurements would be separately disclosed by level within the fair value hierarchy.

        SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Early adoption is permitted. We adopted SFAS No. 157 on January 1, 2008. The most significant impact that SFAS No. 157 had to our financial position and results of operations is in the valuation involving mark-to-market for our "New Debt Derivatives," as further discussed in Note 9, "Derivative Financial Instruments," to our Annual Financial Statements. To comply with the provisions of SFAS No. 157, we incorporate credit valuation adjustments to appropriately reflect both our own non-performance risk and the respective counterparty's non-performance risk in the fair value measurements. The net SFAS 157 fair value of our New Debt Derivatives at December 31, 2008 is a liability of $78.5 million, which reflects a gross termination value of $122.4 million offset by a credit valuation adjustment of $43.9 million.

SFAS No. 158—Retirement Plans

        For a full description of the impact to us from SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans" ("SFAS No. 158"), refer to Note 13, "Retirement Plans," to our Annual Financial Statements.

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SFAS No. 159—Fair Value Option

        During February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment to FASB Statement No. 115" ("SFAS No. 159"). SFAS No. 159 permits entities to choose to measure eligible financial assets and liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The decision to elect the fair value option is determined on an instrument by instrument basis, must be applied to an entire instrument, and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to SFAS No. 159 are required to be reported separately on the consolidated balance sheet from those instruments measured using a different accounting method. The objective of SFAS No. 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. We adopted SFAS No. 159 on January 1, 2008, however, elected not to apply the fair value option to any of its eligible financial assets or liabilities at that date. Therefore, the adoption of SFAS No. 159 had no impact on our consolidated financial statements. We may elect the fair value option for any future eligible financial assets or liabilities upon their initial recognition.

SFAS No. 160—Noncontrolling Interests

        In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements—an Amendment of ARB No. 51." SFAS No. 160 amends Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to establish accounting and reporting standards for a noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This pronouncement clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity, separate from the parent's equity, in the consolidated financial statements. In addition, consolidated net income should be adjusted to include the net income attributed to the noncontrolling interests. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008; earlier adoption is prohibited. SFAS No. 160 requires retrospective adoption of the presentation and disclosure requirements for existing noncontrolling interests. All other requirements of SFAS No. 160 shall be applied prospectively. The Company adopted SFAS No. 160 on January 1, 2009. As a result of the retrospective application of the disclosure provisions of SFAS No. 160, minority interest receivable/payable is no longer presented in the mezzanine section of the Company's consolidated balance sheet. Minority interest receivable/payable is now presented as "Noncontrolling Interest" on the Company's consolidated balance sheet as of December 31, 2008 in conformity with the provisions of SFAS No. 160. "Total Nuveen Investments' shareholders' equity" at December 31, 2008 remains unchanged from that presented in the Company's 2008 Year-End Financial Statement Filing (filed under Form 8-K on March 31, 2009). On the statement of cash flows, repurchases of minority interests had been recorded in "Cash Flows from Investing Activities." Under SFAS No. 160, such repurchased are reflected in "Cash Flows from Financing Activities."

        Also under the provisions of SFAS No. 160, changes in a parent company's ownership interest in a subsidiary while the parent retains its controlling financial interest in that subsidiary are accounted for as equity transactions. Any difference between the fiar value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted shall be recognized in equity attributable to the parent. During February 2009, the Company exercised its right to call certain noncontrolling interests. Under the provisions of SFAS No. 160, the $12.6 million representing the amount paid for the repurchases in excess of the vested value of these noncontrolling interests was recorded as a reduction to Nuveen's additional paid-in-capital. Prior to SFAS No. 160, this amount would have been recorded as additional goodwill.

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SFAS No. 161—Disclosures About Derivative Instruments

        In March 2008, the FASB issued SFAS No. 161, "Disclosures About Derivative Instruments and Hedging Activities—an Amendment of SFAS No. 133." SFAS No. 161 expands the disclosure requirements for derivative instruments and hedging activities. SFAS No. 161 specifically requires enhanced disclosures addressing: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations; and (3) how derivative instruments and related hedged items affect an entity's financial position, financial performance and cash flows. SFAS No. 161 is effective for fiscal years and interim periods beginning after November 14, 2008. The additional disclosure requirements of SFAS No. 161 did not have a material impact on the Company's consolidated financial statements.

FSP FAS 132(R)-1—Employers' Disclosures About Postretirement Benefit Plan Assets

        On December 30, 2008, the FASB issued FSP FAS 132(R)-1, "Employers' Disclosures About Postretirement Benefit Plan Assets," which amends SFAS No. 132(R), "Employers' Disclosures About Pensions and Other Postretirement Benefits—an Amendment of FASB Statements No. 87, 88, 106," to require more detailed disclosures about employers' plan assets, including employers' investment strategies, major categories of plan assets, concentrations of risk within plan assets, and valuation techniques used to measure the fair value of plan assets. The FSP also:

    Updates the disclosure examples in SFAS 132(R) to illustrate the required additional disclosures, including those associated with fair value measurement.

    Includes a technical correction to restore the requirement that nonpublic entities disclose net periodic benefit costs under SFAS No. 158 and SFAS No. 132(R).

FSP FAS 132(R)-1 is effective for fiscal years ending after December 15, 2009. The technical amendment became effective on December 30, 2008. The additional disclosure requirements of FSP FAS 132(R)-1 did not have a material impact on the Company's consolidated financial statements.

FSP FAS 140-4 and FIN 46(R)-8—Disclosures About Transfer of Financial Assets and Interests in Variable Interest Entities

        In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, "Disclosures by Public Entities (Enterprises) About Transfers of Financial Assets and Interests in Variable Interest Entities" ("FSP FAS 140-4 and FIN 46(R)-8"). FSP FAS 140-4 and FIN 46(R)-8 amend SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," to require public entities to provide additional disclosures about transferors' continuing involvement with transferred financial assets. It also amends FIN 46(R) to require public enterprises, including sponsors that have a variable interest entity, to provide additional disclosures about its involvement with variable interest entities. The FSP is effective for reporting periods ending after December 15, 2008. The adoption of the additional disclosure requirements of FSP FAS 140-4 and FIN 46(R)-8 did not materially impact the Company's consolidated financial statements.

FSP FAS 142-3—Determination of the Useful Life of Intangible Assets

        In April 2008, the FASB issued FSP FAS 142-3, "Determination of the Useful Life of Intangible Assets" ("FSP FAS 142-3"). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"). FSP FAS 142-3 requires that an entity shall consider its own experience in renewing similar arrangements. FSP FAS 142-3 is intended to improve the consistency between the useful life of an intangible asset determined under SFAS No. 142 and the period of expected cash flows used to measure the fair value

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of the asset under SFAS No. 141(R) and other GAAP. FSP FAS 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. The adoption of the additional disclosure requirements of FSP FAS 142-3 did not materially impact the Company's consolidated financial statements.

Capital Resources, Liquidity and Financial Condition

        Our primary liquidity needs are to fund capital expenditures, service indebtedness and support working capital requirements. Our principal sources of liquidity are cash flows from operating activities and borrowings under our senior secured credit facilities and long-term notes.

        In connection with the MDP Transactions, we significantly increased our level of debt. As of March 31, 2009, we have outstanding approximately $3.8 billion in aggregate principal amount of indebtedness and have limited additional borrowing capacity. However, we also have $319.3 million of cash and cash equivalents as of March 31, 2009 (excluding Symphony CLO V). See "Cash and cash equivalents" on our March 31, 2009 consolidated balance sheet, included in our Quarterly Financial Statements.

Senior Secured Credit Facilities

        In connection with the MDP Transactions, we entered into senior secured credit facilities, consisting of a $2.3 billion term loan facility and a $250 million revolving credit facility. At the time of the Transactions, we borrowed the full $2.3 billion term loan facility. The amounts borrowed under the term loan facility were used as part of the financing that was used to consummate the Transactions. During November 2008, we drew down the full $250 million revolving credit facility due to concerns over counterparty risk as a result of the severely deteriorating global credit market conditions. The $250 million in proceeds from the revolving credit facility are included in the $332 million of "Cash and cash equivalents" on our March 31, 2009 consolidated balance sheet, included in our Quarterly Financial Statements. See "Description of Certain Indebtedness—Senior Secured Credit Facilities."

        All borrowings under our senior secured credit facilities bear interest at a rate per annum equal to LIBOR plus 3.0%. In addition to paying interest on outstanding principal under our senior secured credit facilities, we are required to pay a commitment fee to the lenders in respect of any unutilized loan commitments at a rate of 0.3750% per annum.

        All obligations under our senior secured credit facilities are guaranteed by Parent and each of our present and future, direct and indirect, material domestic subsidiaries (excluding subsidiaries that are broker-dealers). The obligations under our senior secured credit facilities and these guarantees are secured, subject to permitted liens and other specified exceptions, (1) on a first-lien basis, by all the capital stock of Nuveen Investments and certain of its subsidiaries (excluding significant subsidiaries and limited, in the case of foreign subsidiaries, to 100% of the non-voting capital stock and 65% of the voting capital stock of the first tier foreign subsidiaries) directly held by Nuveen Investments or any guarantor and (2) on a first-lien basis by substantially all other present and future assets of Nuveen Investments and each guarantor.

        The term loan facility matures on November 13, 2014 and the revolving credit facility matures on November 13, 2013.

        We are required to make quarterly payments under the term loan facility in the amount of $5,787,500 beginning on June 30, 2008. Our senior secured credit facilities permit all or any portion of the loans outstanding thereunder to be prepaid.

        Our senior secured credit facilities contain a number of covenants that, among other things, limit or restrict the ability of the borrower and the guarantors to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make dividends and other

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restricted payments, create liens, make equity or debt investments, make acquisitions, engage in mergers or consolidations, change the line of business, change the fiscal year, or engage in certain transactions with affiliates. The senior secured credit facilities contain a financial covenant that will prohibit the borrower from exceeding a specified ratio of (1) funded senior secured indebtedness less unrestricted cash and cash equivalents to (2) consolidated EBITDA, as defined under our senior secured credit facilities. The senior secured credit facilities also contain customary events of default, limitations on our incurrence of additional debt, and other limitations. See "Description of Certain Indebtedness—Senior Secured Credit Facilities."

Notes

        Also in connection with the Transactions, we issued $785 million of the Old Notes. The Old Notes and the New Notes mature on November 15, 2015 and pay a coupon of 10.5% based on par value, payable semi-annually on May 15 and November 15 of each year, commencing on May 15, 2008. We received approximately $758.9 million in net proceeds from the issuance of the Old Notes after underwriting commissions and structuring fees. The net proceeds were used as part of the financing that was used to consummate the Transactions. From time to time, we may, in compliance with the covenants under our senior secured credit facilities and the indenture for the Notes, redeem, repurchase or otherwise acquire for value the Notes.

        Obligations under the Notes are guaranteed by Parent and each of our existing and subsequently acquired or organized direct or indirect domestic subsidiaries (excluding subsidiaries that are broker-dealers) that guarantee the debt under our senior secured credit facilities. These subsidiary guarantees are subordinated in right of payment to the guarantees of our senior secured credit facilities. See "Description of the New Notes."

Senior Term Notes

        On September 12, 2005, we issued $550 million of senior unsecured notes, consisting of $250 million of 5-year notes and $300 million of 10-year notes of which the majority remain outstanding. We received approximately $544.4 million in net proceeds after discounts. The 5-year senior term notes bear interest at an annual fixed rate of 5.0%, payable semi-annually on March 15 and September 15 of each year. The 10-year senior term notes bear interest at an annual fixed rate of 5.5%, payable semi-annually also beginning March 15, 2006. The net proceeds from the notes were used to finance outstanding debt. The costs related to the issuance of the senior term notes were capitalized and are being amortized to expense over their respective terms. From time to time the Company may, in compliance with the covenants under our senior secured credit facilities and the indentures for the Notes and these notes, redeem, repurchase or otherwise acquire for value these notes. See "Description of Certain Indebtedness—Senior Term Notes."

        During 2008, we repurchased an aggregate $17.8 million (par value) of our $250 million 5-year notes. Of the $8.4 million paid in total, approximately $0.2 million was for accrued interest, with the remaining amount for principal. As a result, we recorded a $9.5 million gain on early extinguishment of debt during the fourth quarter of 2008. This gain is reflected in "Other Income/(Expense)" on our consolidated statement of income for the year ended December 31, 2008.

        During the first quarter of 2009, we repurchased $9.5 million (par value) of our $250 million 5-year notes. Of the $5.2 million in total cash paid, approximately $7,000 was for accrued interest, with the remaining amount for principal. As a result, we recorded a $4.3 million gain on the early extinguishment of debt. The net gain recorded by the Company was approximately $4.3 million and is reflected in "Other Income/(Expense)" on our consolidated statement of income for the three months ended March 31, 2009.

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Adequacy of Liquidity

        While we believe that funds generated from operations and existing cash reserves will be adequate to fund debt service requirements, capital expenditures and working capital requirements for the foreseeable future, there can be no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. Our ability to continue to fund these items and to service debt may be affected by general economic, financial, competitive, legislative, legal and regulatory factors and by our ability to refinance or repay outstanding indebtedness with scheduled maturities beginning in September 2010. Furthermore, our senior secured credit facilities include a covenant requiring us to maintain a maximum ratio of senior secured indebtedness to EBITDA. In the event that market conditions do not substantially improve, we may breach this covenant in 2009 or thereafter, which would require us to renegotiate certain terms and conditions of our senior secured credit facilities. To the extent that we must renegotiate any such terms and conditions, the cost of the debt under our senior secured credit facilities could increase or the renegotiation could result in more onerous terms and conditions under our senior secured credit facilities which could have an adverse effect on our financial condition.

Aggregate Contractual Obligations

        We have contractual obligations to make future payments under long-term debt and long-term non-cancelable lease agreements. The following table summarizes these contractual obligations at March 31, 2009:

(In thousands)
  Long-Term
Debt(1)
  Operating
Leases(2)
  Total  

2009

  $ 23,150   $ 16,249   $ 39,399  

2010

    255,395     16,468     271,863  

2011

    23,150     16,141     39,291  

2012

    23,150     15,025     38,175  

2013

    273,150     6,801     279,951  

Thereafter

    3,266,888     10,841     3,277,729  

      (1)
      Amounts represent the expected cash principal repayments of our long-term debt.

      (2)
      Operating leases represent the minimum rental commitments under non-cancelable operating leases.

We have no significant capital lease obligations.

Equity

        As part of the NWQ acquisition, key management purchased a noncontrolling, member interest in NWQ Investment Management Company, LLC. The noncontrolling interest of $0.1 million as of December 31, 2007 is reflected on our consolidated balance sheet. This purchase allowed management to participate in profits of NWQ above specified levels beginning January 1, 2003. During 2007, we recorded approximately $1.9 million of income attributable to these noncontrolling interests. We did not record any income attributable to these noncontrolling interests on this program for 2008. Beginning in 2004 and continuing through 2008, we had the right to purchase the noncontrolling members' respective interests in NWQ at fair value. During the first quarter of 2008, we exercised our right to call all of the remaining Class 4 noncontrolling members' interests for $23.6 million. As of March 31, 2008, we had repurchased all member interests outstanding under this program.

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        As part of the Santa Barbara acquisition, an equity opportunity was put in place to allow key individuals to participate in Santa Barbara's earnings growth over the subsequent five years (Class 2 Units, Class 5A Units, Class 5B Units, and Class 6 Units, collectively referred to as "Units"). The Class 2 Units were fully vested upon issuance. One third of the Class 5A Units vested on June 30, 2007, one third vested on June 30, 2008, and one third will vest on June 30, 2009. One third of the Class 5B Units vested upon issuance, one third on June 30, 2007, and one third will vest on June 30, 2009. The Class 6 Units shall vest on June 30, 2009. The Units entitle the holders to receive a distribution of the cash flow from Santa Barbara's business to the extent such cash flow exceeds certain thresholds. The distribution thresholds vary from year to year, reflecting Santa Barbara achieving certain profit levels and the distributions of profits interests are also subject to a cap in each year. During 2008 and 2007, and the three months ended March 31, 2008, we recorded approximately $0.2 million, $2.9 million and $0.1 million of income, respectively, attributable to these noncontrolling interests. For the three months ended March 31, 2009 there was no income attributable to these noncontrolling interests. Beginning in 2008 and continuing through 2012, we have the right to acquire the Units of the noncontrolling members. During the first quarter of 2008, we exercised our right to call 100% of the Class 2 Units for approximately $30.0 million.

        During 2006, new equity opportunities were put in place covering NWQ, Tradewinds and Symphony. These programs allow key individuals of these businesses to participate in the growth of their respective businesses over the subsequent six years. Classes of interests were established at each subsidiary (collectively referred to as "Interests"). Certain of these Interests vested or vest on June 30, 2007, 2008, 2009, 2010 and 2011. The Interests entitle the holders to receive a distribution of the cash flow from their business to the extent such cash flow exceeds certain thresholds. The distribution thresholds increase from year to year and the distributions of the profits interests are also subject to a cap in each year. During 2008 and 2007, and the three months ended March 31, 2009 and 2008, we recorded approximately $1.9 million, $2.8 million, $0.3 million and $0.5 million, respectively, of income attributable to these noncontrolling interests. Beginning in 2008 and continuing through 2012, we have the right to acquire the Interests of the noncontrolling members. During the first quarter of 2008, we exercised our right to call all of the Class 7 Interests outstanding for approximately $31.3 million. During the first quarter of 2009, we exercised our right to call all the Class 8 Interests for approximately $18.2 million.

Broker-Dealer

        Our broker-dealer subsidiary is subject to requirements of the SEC relating to liquidity and capital standards (See Note 18, "Net Capital Requirement," to our Annual Financial Statements).

Off-Balance Sheet Arrangements

        We do not invest in any off-balance sheet vehicles that provide financing, liquidity, market or credit risk support or engage in any leasing activities that expose us to any liabilities that are not reflected in our Annual Financial Statements and Quarterly Financial Statements.

Critical Accounting Policies

        Our financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles. Preparing financial statements requires management to make estimates and assumptions that impact our financial position and results of operations. These estimates and assumptions are affected by our application of accounting policies. Below we describe certain critical accounting policies that we believe are important to the understanding of our results of operations and financial position. In addition, please refer to Note 2, "Basis of Presentation and Summary of Significant Accounting Policies," to our Annual Financial Statements for further discussion of our accounting policies.

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Goodwill and Intangible Assets

        Under SFAS No. 142, "Goodwill and Other Intangible Assets," goodwill is not amortized but is tested at least annually for impairment by comparing the fair value of the reporting unit to its carrying amount, including goodwill. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units and determining the fair value of each reporting unit. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate market multiples and other assumptions. Changes in these estimates could materially affect our impairment conclusion.

        Identifiable intangible assets generally represent the cost of client relationships and management contracts. In valuing these assets, we make assumptions regarding the useful lives and projected growth rates and significant judgment is required. In most instances, we engage independent third party consultants to perform these valuations. We are required to periodically review identifiable intangible assets for impairment as events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If the carrying amounts of the assets exceed their respective fair values, additional impairment tests are performed to measure the amount of the impairment loss, if any.

        As a result of the recent steep global economic decline that first began at the end of 2007, we identified approximately $1.1 billion of non-cash goodwill impairment and $0.9 billion of non-cash intangible asset impairment as of December 31, 2008. The amount of the impairment was based on the work performed by external valuation experts from a nationally recognized independent consulting firm. The recognition of such impairment has resulted in a non-cash charge to income for the year ended December 31, 2008.

Impairment of Investment Securities

        SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," and the SEC's Staff Accounting Bulletin ("SAB") No. 59, "Accounting for Noncurrent Marketable Equity Securities," and FASB Staff Position FAS 115-1/124-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments," provide guidance on determining when an investment is other-than-temporarily impaired. We periodically evaluate our investments for other-than-temporary declines in value. To determine if an other-than-temporary decline exists, we evaluate, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, as well as our intent and ability to hold the investment. Additionally, we consider the financial health of and near-term business outlook for a counterparty, including factors such as industry performance and operational cash flow. If an other-than-temporary decline in value is determined to exist, the unrealized investment loss net of tax, in accumulated other comprehensive income, is realized as a charge to net income in that period. See Note 2, "Basis of Presentation and Summary of Significant Accounting Policies," to our Annual Financial Statements.

        We also have an investment in two collateralized debt obligation entities for which one of our subsidiaries acts as a collateral manager—Symphony CLO I, Ltd. ("CLO") and the Symphony Credit Opportunities Fund Ltd. ("CDO"). We account for our investments in the CLO and CDO under EITF 99-20, "Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets." The excess of future cash flows over the initial investment at the date of purchase is recognized as interest income over the life of the investment using the effective yield method. We review cash flow estimates throughout the life of the CLO and CDO investment pool to determine whether an impairment of its equity investments should be recognized. Cash flow estimates are based on the underlying pool of collateral securities and take into account the overall credit quality of the issuers in the collateral securities, the forecasted default rate of the collateral securities and our past experience in managing similar securities. If an updated estimate of future cash

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flows (taking into account both timing and amounts) is less than the revised estimate, an impairment loss is recognized based on the excess of the carrying amount of the investment over its fair value.

        In response to the recent steep global economic decline, we recognized an impairment charge on our investments of approximately $38.3 million as of December 31, 2008. This impairment charge is reflected as an expense on our consolidated statement of income for the year ended December 31, 2008.

Accounting for Income Taxes

        SFAS No. 109, "Accounting for Income Taxes," establishes financial accounting and reporting standards for the effect of income taxes. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity's financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. Fluctuations in the actual outcome of these future tax consequences could impact our financial position or our results of operations.

        We have significant deferred tax liabilities recorded on our financial statements, which are attributable to the effect of purchase accounting adjustments recorded as a result of the MDP Transactions.

Quantitative and Qualitative Disclosures About Market Risk

Market Risk

        The following information, and information included elsewhere in this report, describes the key aspects of certain financial instruments that have market risk.

Interest Rate Sensitivity

        Although we have sought to mitigate our interest rate risk as discussed hereafter, our obligations under our senior secured credit facilities will expose our earnings to changes in short-term interest rates since the interest rate on this debt is variable. At March 31, 2009, the aggregate principal amount of our indebtedness was approximately $3.8 billion, of which approximately $2.5 billion is variable rate debt and approximately $1.3 billion is fixed rate debt. For our variable rate debt, we estimate that a 100 basis point increase (one percentage point) in variable interest rates would have resulted in a $25.4 million increase in annual interest expense; however, it would not be expected to have a substantial impact on the fair value of the debt at March 31, 2009. A change in interest rates would have had no impact on interest incurred on our fixed rate debt or cash flow, but would have had an impact on the fair value of the debt. We estimate that a 100 basis point increase in interest rates from the levels at March 31, 2009 would result in a net decrease in the fair value of our debt of approximately $9.0 million.

        The variable nature of our obligations under our senior secured credit facilities creates interest rate risk. In order to mitigate this risk, we entered into nine interest rate swap derivative transactions and one collar derivative transaction (collectively, the "New Debt Derivatives") that effectively convert $2.3 billion of our new variable rate debt into fixed-rate borrowings or borrowings that are subject to a maximum rate. The New Debt Derivatives are not accounted for as hedges for accounting purposes. For additional information see Note 9, "Derivative Financial Instruments," to our Annual Financial Statements. At March 31, 2009 the fair value of the New Debt Derivatives was a liability of $81.7 million. We estimate that a 100 basis point change in interest rates would have a $36.5 million impact on the fair value of the New Debt Derivatives.

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        Our investments consist primarily of company-sponsored managed investment funds that invest in a variety of asset classes. Additionally, we periodically invest in new advisory accounts to establish a performance history prior to a potential product launch. Company-sponsored funds and accounts are carried on our consolidated financial statements at fair market value and are subject to the investment performance of the underlying securities in the sponsored fund or account. Any unrealized gain or loss is recognized upon the sale of the investment. The carrying value of our investments in fixed-income funds or accounts, which expose us to interest rate risk, was approximately $59.6 million at March 31, 2009. We estimate that a 100 basis point increase in interest rates from the levels at March 31, 2009 would result in a net decrease of approximately $0.4 million in the fair value of the fixed-income investments at March 31, 2009. A 100 basis point increase in interest rates is a hypothetical scenario used to demonstrate potential risk and does not represent management's view of future market changes.

Equity Market Sensitivity

        As discussed above in the "Interest Rate Sensitivity" section, we invest in certain company-sponsored managed investment funds and accounts that invest in a variety of asset classes. The carrying value of our investments in funds and accounts subject to equity price risk is approximately $52 million at March 31, 2009. We estimate that a 10% adverse change in equity prices would result in a $5 million decrease in the fair value of our equity securities. The model to determine sensitivity assumes a corresponding shift in all equity prices.

        We do not enter into foreign currency transactions for speculative purposes and currently have no material investments that would expose us to foreign currency exchange risk.

        In evaluating market risk, it is also important to note that most of our revenue is based on the market value of assets under management. Declines of financial market values will negatively impact our revenue and net income.

Inflation

        Our assets are, to a large extent, liquid in nature and therefore not significantly affected by inflation. However, inflation may result in increases in our expenses, such as employee compensation, advertising and promotional costs, and office occupancy costs. To the extent inflation, or the expectation thereof, results in rising interest rates or has other adverse effects upon the securities markets and on the value of financial instruments, it may adversely affect our financial condition and results of operations. A substantial decline in the value of fixed-income or equity investments could adversely affect the net asset value of funds and accounts we manage, which in turn would result in a decline in investment advisory and performance fee revenue.

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BUSINESS

Overview

        Founded in 1898, our company is a leading provider of investment management services to high-net-worth and institutional investors and the financial consultants and advisors who serve them. We derive substantially all of our revenues from providing investment advisory services and distributing our managed account products, closed-end exchange-traded funds ("closed-end funds") and open-end mutual funds ("open-end funds" or "mutual funds"). We have a history of innovation in investment products, conservatism in investment approach and attentive client service. We have developed a distinctive, multi-boutique business model that features seven independently branded investment managers, each of which has its own investment strategies and dedicated investment, research and trading personnel. Our investment teams are supported by our scaled distribution, service and operations platform. In addition, our company possesses a well-balanced mix of managed account products, closed-end funds, and open-end funds across equity and fixed income strategies.

        Our operations are organized around our principal advisory subsidiaries, which are registered investment advisors under the Investment Advisers Act. These advisory subsidiaries provide investment management services for institutional and other separately managed accounts and manage various Nuveen branded mutual funds and closed-end funds. Additionally, Nuveen Investments, LLC, a registered broker and dealer in securities under the Exchange Act, provides investment product distribution and related services for the Company's securities products.

Our Business Strategies

        Our overall objective is to provide high quality investment services and expand our product offerings to allow us to successfully serve our clients, grow our business and deliver strong financial results. We are focused on delivering growth in assets under management and generating high free cash flow, while continuing to prudently invest in new opportunities and innovative strategies. We continue to pursue the following strategies to achieve this objective:

        Grow core closed-end fund and retail managed account businesses.    We are working to grow our leadership position in closed-end funds by developing new and differentiated offerings focusing on municipal, other income-oriented and equity products, with particular emphasis on products that seek to deliver steady cash flow and participation in potential equity market appreciation and offer investors protection from rising interest rates, inflation and commodity costs. In addition, we continue to attempt to differentiate our closed-end funds by providing a high level of secondary market support. We sponsor 121 closed-end funds of which 100 were leveraged through the issuance of ARPS. As a result of the general failure of auctions for ARPS beginning in February 2008, we have been working proactively to refinance the outstanding ARPS of the Nuveen sponsored funds. As of March 31, 2009, outstanding ARPS of our funds had been reduced from $15.4 billion to $10.0 billion. See "Risk Factors—Risks Related to Our Business". We are seeking to counter outflows in our retail managed account business by launching new and existing products from our investment teams onto the managed account platforms of the major wirehouses and regional broker dealers and by selectively re-opening access to products at NWQ and Tradewinds which we previously closed in this channel due to rapid growth. We leverage our sales and service infrastructure and distribution partner relationships in distributing retail managed accounts.

        Expand our open-end mutual fund business.    We have enjoyed strong early success in building out our open-end mutual fund businesses and have grown our mutual fund assets under management by 4.5% annually since December 31, 2004. We plan to continue to expand and broaden our open-end mutual fund offerings by providing the initial capital, development and sales support for new products with a focus on equity and taxable fixed income offerings. We also plan to leverage our established distribution relationships by cross-selling fund products to financial advisors who currently sell our

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other products. In addition, we now offer share classes for distribution to 401(k) and other defined contribution plans.

        Further develop our institutional business.    We have heightened our emphasis on the institutional business over the last five years and, as a result, since December 31, 2004 we have grown our institutional assets under management by 15.6% annually. We intend to continue to develop new institutional product strategies and structures, such as concentrated portfolios, long-short strategies, commingled trust vehicles and other privately offered funds.

        Develop new areas of high quality investment specialization and enhance current platforms.    We believe we have a proven track record of identifying and growing high quality investment teams by leveraging the combination of the managers' strong investment capabilities with our distribution, service and operations platform. For example, following our acquisition of NWQ in 2002, we combined NWQ's strong investment capabilities with our distribution, service and operations platform and NWQ's assets under management grew from approximately $7.0 billion when we acquired it to $33.1 billion (which includes Tradewinds, which was spun out of NWQ in 2006) as of March 31, 2009. We are working with our investment teams to encourage the development of new investment strategies from within their current capabilities. We recently expanded our investment capabilities by acquiring Winslow Capital, which specializes in large-cap growth equities, in December 2008.

        Maintain and grow distribution and client relationships, including international expansion.    We plan to continue to focus on providing high quality service and support to the financial advisors at our distribution partners with our sales and service force of 129 professionals in order to strengthen our existing relationships. We plan to continue employing a consultative-based approach in serving our clients' needs. We also will continue to serve the financial advisors and institutional consultants who recommend our products by providing them with wealth management education, practice management training and client relationship management technology. In addition, we intend to use our established relationships with our clients, particularly retail high-net-worth advisors, to cross-sell products from our different investment teams. Finally we are looking to expand internationally, offering our core products to foreign investors primarily through our established distribution partners.

Investment Products and Services

        We provide investment management services and offer a broad array of investment products through seven independent, separately branded investment managers, each with distinct investment processes and strategies and dedicated investment and research teams. Each investment strategy can be offered in multiple product structures in order to provide customized investment solutions, including separately managed retail and institutional accounts, closed-end funds and mutual funds. These investment products are designed primarily for high-net-worth and institutional investors, and are distributed through intermediary firms including broker-dealers, commercial banks, affiliates of insurance providers, financial planners, accountants, consultants and investment advisors or are provided directly to institutional investors.

Investment Managers

        We provide asset management services through the following seven separately branded investment managers:

        Nuveen Asset Management focuses on municipal and taxable fixed income investments, and had $61.7 billion in assets under management as of March 31, 2009, representing 53% of our assets under management. Using a value oriented approach, NAM evaluates securities and sectors and selects what it views as attractive bond structures and credit exposures while positioning the portfolio within appropriate maturity and duration ranges. For Nuveen's open-end and closed-end funds, NAM provides

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investment advisory services primarily with respect to municipal bond and taxable fixed income securities, and enters into sub-advisory agreements with affiliated or unaffiliated sub-advisors to provide discretionary management for certain asset classes, which include growth and value equities, foreign securities, preferred securities, convertible securities, real estate investments, senior loans and other asset classes.

        Nuveen HydePark Group focuses on enhanced equity investment management, and had $1.2 billion in assets under management as of March 31, 2009, representing 1% of our assets under management. Nuveen HydePark uses proprietary quantitative techniques to create value added portfolios designed to closely track client-selected benchmarks. Nuveen HydePark currently provides investment management services to institutional accounts and asset allocation services to open-end funds.

        NWQ Investment Management focuses on value equities, and had $14.5 billion in assets under management as of March 31, 2009, representing 13% of our assets under management. NWQ's investment approach concentrates on identifying undervalued companies that our investment professionals believe possess catalysts to improve profitability and/or unlock value. NWQ's analysts conduct bottoms-up research to capitalize on opportunities that may be created by investor over-reaction, misperception and short-term focus. NWQ emphasizes analysis of the risk/reward of each investment within a diversified portfolio in order to provide downside protection. NWQ strives to enhance these capabilities by maintaining an entrepreneurial research environment.

        Santa Barbara Asset Management focuses on "blue chip" large through small cap companies that exhibit stable and consistent earnings growth, and had $3.3 billion in assets under management as of March 31, 2009, representing 3% of our assets under management. Santa Barbara's investment philosophy is to invest in companies that it believes are well managed, have demonstrated an ability to grow revenue and earnings in a stable and consistent fashion, consistently generate healthy returns on capital and maintain a conservative capital structure. Investment emphasis for equities is on stable growth companies based on factors such as profitability, rate of growth, stability and growth, trend, and current earnings momentum.

        Symphony Asset Management focuses primarily on equity and fixed income strategies in alternative investments, structured products and long-only portfolios, and had $6.8 billion in assets under management as of March 31, 2009, representing 6% of our assets under management. The investment team at Symphony uses quantitative models to simplify its investment process, followed by developing more qualitative insights into investment opportunities to drive ultimate investment decisions. Symphony currently manages fixed income and equity portfolios designed to reduce market-related risk through market-neutral and other strategies.

        Tradewinds Global Investors focuses on global equities, and had $18.6 billion in assets under management as of March 31, 2009, representing 16% of our assets under management. Tradewinds' investment process concentrates on examining equity securities of companies ranging from large to small cap in developed and emerging markets to identify and invest in undervalued, mispriced and underfollowed securities of companies with strong or improving business fundamentals.

        Winslow Capital Management focuses on large-cap growth equities, and had $5.0 billion in assets under management as of March 31, 2009, representing 4% of our assets under management. Winslow Capital concentrates its investing in companies with above-average earnings growth potential.

        We also offer investment products in a variety of taxable income styles including preferred securities, convertible securities, real estate investment trusts ("REITs") and emerging market debt. Most of these styles are accessed through sub-advisory relationships with other specialized, third-party investment managers. As of March 31, 2009, approximately $4.2 billion in assets representing 4% of our assets under management were managed through external sub-advisory relationships.

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        We have traditionally had a very low employment turnover rate among our portfolio managers. The majority of our portfolio managers, as well as those employed by sub-advisors, have devoted most of their professional careers to the analysis, selection and surveillance of the types of securities held in the funds or accounts they manage.

Investment Products

        Institutional and Retail Managed Accounts.    We provide tailored investment management services to institutions and individuals through traditional managed accounts. Managed accounts are individual portfolios comprised primarily of stocks and bonds that offer investors the opportunity for a greater degree of customization than packaged products. Our managed account offerings include large-cap growth and value accounts, small-cap and mid-cap growth and value accounts, small-cap core accounts, international equity accounts, blends of stocks and bonds, and market-neutral as well as tax-free and taxable-income accounts. Symphony offers single- and multi-strategy hedged portfolios across different asset classes and capitalization ranges including U.S. equities, convertible, high-yield and investment-grade debt, and senior loans. Symphony also manages structured-finance products such as CLOs (collateralized loan obligations). NAM, NWQ, Symphony, Tradewinds and Winslow Capital also offer certain of their investment capabilities to institutional clients through privately offered funds.

        Closed-End Funds.    As of March 31, 2009, we sponsored 121 actively managed closed-end funds that feature a range of equity, balanced and fixed-income investment strategies. Of these funds, 100 invest exclusively in municipal securities. The remaining 21 funds invest in a variety of debt and/or equity securities, including preferred securities, senior loans, REITS, as well as common shares of both U.S. and non-U.S. companies. Unlike open-end funds, closed-end funds do not continually offer to sell and redeem their shares. Rather, closed-end funds list their common shares on a national exchange (e.g. the New York Stock Exchange or NYSE Amex, formerly the American Stock Exchange) and common shareholders seeking liquidity may trade their shares daily on the exchange through a financial adviser or otherwise. The prices at which common shares are traded may be above or below the shares' net asset value. The funds' Board of Trustees at least annually will consider action that might be taken to reduce or eliminate discounts for funds whose common shares are persistently trading at a significant discount to their net asset value. Such actions may include, but are not limited to, repurchasing shares or the conversion of a fund from a closed-end to an open-end investment company, which may negatively impact the company's total assets under management. Currently, 101 out of the 121 closed-end funds we sponsor seek to enhance common share distributions and total returns on average over time through the use of leverage. These funds may leverage their capital structures in a variety of ways, including through issuance of preferred equity securities, incurring short-term borrowings as well as by investing in securities such as tender option bonds. As discussed above we have been proactively working to refinance the outstanding ARPS of our funds since the auctions for ARPS began to fail generally in February 2008. The fund's cost of leverage is typically based on short-term interest rates, while the proceeds from the incurrence of leverage are invested by the funds in additional portfolio investments. If a fund's cost of leverage were to exceed the net rate of return earned by the fund's investment portfolio for an extended period, the fund's Board of Trustees may consider selling portfolio securities in order to reduce the outstanding level of leverage. This may negatively affect the company's total assets under management.

        Open-End Mutual Funds.    As of March 31, 2009, we offered 66 open-end mutual funds. These funds are actively managed and continuously offer to sell their shares at prices based on the daily net asset values of their portfolios. All 66 funds offer daily redemption at net asset value. Of the 66 mutual funds, we offer 32 national and state-specific municipal funds that invest substantially all of their assets in diversified portfolios of limited-term, intermediate-term or long-term municipal bonds. We offer other mutual funds that invest in U.S. equities, international equities, portfolios combining equity with taxable fixed-income or municipal securities and in taxable fixed-income securities.

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        The following table shows, by investment product, net assets managed by the Company at December 31 for each of the past three years and as of March 31, 2009 and 2008:

Net Assets Under Management

 
  Year Ended
December 31,
  Three Months Ended
March 31,
 
 
  2008   2007   2006   2009   2008  
 
  (dollars in millions)
 

Managed Accounts:

                               
 

Retail

  $ 34,860   $ 54,919   $ 58,556   $ 31,642   $ 49,431  
 

Institutional

    29,817     37,888     31,563     28,858     34,553  
                       
   

Total

    64,677     92,807     90,119     60,500     83,984  

Open-End Mutual Funds:

                               
 

Municipal

    11,899     14,743     14,812     12,516     14,400  
 

Equity and Income

    2,790     4,452     3,720     2,748     4,015  
                       
   

Total

    14,689     19,195     18,532     15,264     18,415  

Closed-End Exchange-Traded Funds:

                               
 

Municipal

    30,675     35,135     35,763     32,003     34,158  
 

Taxable Fixed Income

    5,635     11,854     12,183     4,444     11,575  
 

Equity

    3,548     5,316     5,012     3,123     4,893  
                       
   

Total

    39,858     52,305     52,958     39,570     50,626  
                       

Total

  $ 119,223   $ 164,307   $ 161,609   $ 115,334   $ 153,026  
                       

        The following table summarizes gross sales for our investment products for the past three years and for the three months ended March 31, 2009 and 2008:


Gross Sales of Investment Products

 
  Year Ended
December 31,
  Three Months Ended
March 31,
 
 
  2008   2007   2006   2009   2008  
 
  (dollars in millions)
 

Managed Accounts:

                               
 

Retail

  $ 7,914   $ 8,592   $ 17,122   $ 2,270   $ 1,701  
 

Institutional

    6,757     9,789     8,747     1,762     1,197  
                       
   

Total

    14,671     18,381     25,869     4,032     2,898  

Open-End Mutual Funds:

                               
 

Municipal

    4,356     4,071     3,693     872     933  
 

Equity and Income

    1,959     1,995     1,949     467     422  
                       
   

Total

    6,315     6,066     5,642     1,339     1,354  

Closed-End Exchange-Traded Funds:

                               
 

Municipal

    2     231     0     166     2  
 

Taxable Fixed Income

        925     (95 )   0     0  
 

Equity

        551     690     0     0  
                       
   

Total

    2     1,706     595     166     2  
                       

Total

  $ 20,988   $ 26,153   $ 32,106   $ 5,537   $ 4,254  
                       

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        The following table summarizes net flows (equal to the sum of sales, reinvestments and exchanges less redemptions) for our investment products for the past three years and for the three months ended March 31, 2009 and 2008:

Net Flows

 
  Year Ended
December 31,
  Three Months Ended
March 31,
 
 
  2008   2007   2006   2009   2008  
 
  (dollars in millions)
 

Managed Accounts:

                               
 

Retail

  $ (8,920 ) $ (5,707 ) $ 5,487   $ (1,771 ) $ (2,522 )
 

Institutional

    586     3,732     5,607     289     (584 )
                       
   

Total

    (8,334 )   (1,975 )   11,094     (1,482 )   (3,106 )

Open-End Mutual Funds:

                               
 

Municipal

    277     636     2,007     145     159  
 

Equity and Income

    139     965     1,615     158     (98 )
                       
   

Total

    416     1,601     3,622     303     61  

Closed-End Exchange-Traded Funds:

                               
 

Municipal

    15     220     12     161     3  
 

Taxable Fixed Income

    (1,931 )   926     (103 )   (736 )    
 

Equity and Income

    (453 )   571     707     (57 )    
                       
   

Total

    (2,370 )   1,717     616     (632 )   3  
                       

Total

  $ (10,288 ) $ 1,344   $ 15,332   $ (1,811 ) $ (3,042 )
                       

        The relative attractiveness of our managed accounts, mutual funds, closed-end funds and privately offered funds to investors depends upon many factors, including current and expected market conditions, the performance histories of the funds, their current yields, the availability of viable alternatives and the level of continued participation by unaffiliated, third party firms that distribute our products to their customers.

        The assets under management of managed accounts, mutual funds, closed-end funds and privately offered funds are affected by changes in the market values of the underlying securities. Changing market conditions may cause positive or negative shifts in valuation and, subsequently, in the advisory fees earned from these assets.

Investment Management Services

        We provide investment management services to funds, accounts and portfolios pursuant to investment management agreements. With respect to separately managed accounts, our investment managers generally receive fees, on a quarterly basis, based on the value of the assets managed on a particular date, such as the first or last calendar day of a quarter, or on the average asset value for the period. Symphony, Tradewinds, NWQ and Winslow Capital may receive performance fees on certain institutional accounts and funds based on the performance of the accounts. With respect to mutual funds and closed-end funds, we receive fees based either on each fund's average daily net assets or on a combination of the average daily net assets and gross interest income.

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        Advisory fees, net of sub-advisory fees and expense reimbursements, earned on managed assets for each of the past three years and for the three months ended March 31, 2009 and 2008 are shown in the following table:

Net Investment Advisory Fees

 
  Year Ended
December 31,
  Three Months Ended
March 31,
 
 
  2008   2007   2006   2009   2008  
 
  (dollars in thousands)
 

Managed Accounts

  $ 349,361   $ 413,928   $ 343,551   $ 65,391   $ 99,145  

Closed-End Exchange-Traded Funds

    280,348     295,145     282,571     58,226     74,020  

Less: Sub-Advisory Fees

    (23,497 )   (28,279 )   (29,833 )   (3,379 )   (6,711 )
                       
 

Net Advisory Fees

    256,851     266,866     252,738     54,847     67,309  

Open-End Mutual Fund Advisory Fees

    104,972     114,678     92,559     21,521     27,129  

Less: Reimbursed Expenses

    (3,176 )   (1,210 )   (916 )   (1,164 )   (634 )

Less: Sub-Advisory Fees

    (578 )   (1,998 )   (2,085 )   (66 )   (191 )
                       
 

Net Advisory Fees

    101,218     111,470     89,558     20,291     26,304  
                       

Total

  $ 707,430   $ 792,264   $ 685,847   $ 140,529   $ 192,758  
                       

        Our advisory fee schedules currently provide for maximum annual fees ranging from 0.40% to 0.75% in the case of the municipal and taxable fixed income mutual funds, and 0.35% to 1.24% in the case of the equity mutual funds. Maximum fees in the case of the closed-end funds currently range from 0.35% to 1.00% of total net assets, except with respect to five select portfolios. The investment management agreements for these select portfolios provide for annual advisory fees ranging from 0.25% to 0.30%. Additionally, for 57 funds offered since 1999, the investment management agreement specifies that, for at least the first five years, we will waive a portion of management fees or reimburse other expenses. The investment management agreement provides for waived management fees or reimbursements of other expenses ranging from 0.05% to 0.32% for the first five years. In each case, the management fee schedules provide for reductions in the fee rate at increased asset levels.

        In August 2004, we implemented a complex-wide fund pricing structure for all of our managed funds. The complex-wide pricing structure separates traditional portfolio management fees into two components—a fund specific component and an aggregate complex-wide component. The aggregate complex-wide component introduces breakpoints related to the entire complex of managed funds, rather than utilizing breakpoints only within individual funds. Above these breakpoints, fee rates are reduced on incremental assets. In 2007, we modified the complex-wide fee schedule to provide additional breakpoints above complex-wide fund assets of $80 billion.

        For separately managed accounts, fees are negotiated and are based primarily on asset size, portfolio complexity and individual needs. These fees can range up to 1.50% of net asset value annually, with the majority of the assets falling between 0.19% and 0.78%.

        We may earn performance fees for performance above specifically defined benchmarks for various of our investment strategies. Performance fees earned by privately offered hedge funds or performance-based separate accounts, are generally measured annually and are recognized only at the performance measurement dates contained in an individual account management agreement. The underlying measurement dates for approximately 70% of our performance-based arrangements fall in the second half of each calendar year.

        Each of our open-end and closed-end funds has entered into an investment management agreement with NAM. Although the specific terms of each agreement vary, the basic terms are similar.

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Pursuant to the agreements, NAM provides overall management services to each of the funds, subject to the supervision of each fund's Board of Directors and in accordance with each fund's investment objectives and policies. The investment management agreements must be approved annually by the directors of the respective funds, including a majority of the directors who are not "interested persons" of NAM, as defined in the Investment Company Act. Amendments to such agreements typically must be approved by fund shareholders. Each agreement may be terminated without penalty by either party upon 60 days' written notice, and terminates automatically upon its assignment (as defined in the Investment Company Act). Such an "assignment" would take place in the event of a change in control of NAM. Under the Investment Company Act, a change in control of NAM would be deemed to occur in the event of certain changes in the ownership of our voting stock. The termination of all or a portion of the investment management agreements, for any reason, could have a material adverse effect on our business and results of operations.

        Each fund bears all expenses associated with its operations, including the costs associated with the issuance and redemption of securities, where applicable. The funds do not bear compensation expenses of directors or officers of the fund who are employed by Nuveen. Some of our investment management agreements provide that, to the extent certain enumerated expenses exceed a specified percentage of a fund's or a portfolio's average net assets for a given year, NAM will absorb such excess through a reduction in the management fee and, if necessary, pay such expenses so that the year-to-date net expense will not exceed the specified percentage. In addition, we may voluntarily waive all or a portion of our advisory fees from a fund, and/or reimburse expenses, for competitive reasons. Reimbursed expenses for mutual funds, including voluntary waivers, totaled $3.2 million during the year ended December 31, 2008 and $1.2 million during the three months ended March 31, 2009. We expect to continue voluntary waivers at our discretion. The amount of such waivers may be more or less than historical amounts.

        Pursuant to sub-advisory agreements with NAM, Institutional Capital Corporation ("ICAP") performs portfolio management services for a portion of the assets of the Nuveen Multi-Manager Large-Cap Value Fund; Security Capital Research & Management Incorporated ("SC") performs portfolio management services for our REIT closed-end fund and a diversified dividend and income closed-end fund; Wellington Management Company, LLP ("WM") performs portfolio management services in emerging markets for a diversified dividend and income closed-end fund; Spectrum Asset Management, Inc. ("SM") performs portfolio management services for three preferred securities closed-end funds, two multi-strategy income and growth closed-end funds and a tax-advantaged floating rate closed-end fund; Enhanced Investment Technologies LLC ("INTECH") performs portfolio management services for a core equity-based closed-end fund; and Gateway Advisors ("GA") performs portfolio management services for four equity index and option funds. We had a 23% non-voting minority equity ownership interest in ICAP that was sold in 2006; we have no equity ownership interest in SC, WM, SM, INTECH or GA.

        We pay ICAP, SC, WM, SM, INTECH and GA a portfolio advisory fee for sub-advisory services. The sub-advisory fees are based on the percentage of the aggregate amount of average daily net assets in the funds or to the portion thereof they sub-advise. The fee schedules provide for rate declines as asset levels increase. Pursuant to sub-advisory agreements, through our advisory subsidiaries, we perform portfolio management services on behalf of four equity-based closed-end funds and a fixed-income based closed-end fund. The closed-end fund sub-advisory agreements are with a subsidiary of Merrill Lynch. We earn sub-advisory fees based on the assets in the funds we sub-advise.

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        Services provided by our investment managers to managed accounts are also governed by management contracts, which are customized to suit a particular account. A majority of these contracts and certain assets under management of NAM, NWQ, Santa Barbara, Symphony, Tradewinds and Winslow Capital involve investment management services provided to clients who are participants in "wrap-fee" programs sponsored by unaffiliated investment advisors or broker-dealers. Such agreements, and the other investment agreements to which our investment managers are parties, generally provide that they can be terminated without penalty upon written notice by either party within any specified period. Under the provisions of the Investment Advisers Act, such investment management agreements may not be assigned to another manager without the client's consent. The term "assignment" is broadly defined under this Act to include any direct or indirect transfer of the contract or of a controlling block of the advisor's stock by a security holder.

Investment Product and Service Distribution

        We distribute our investment products and services, including separately managed accounts, closed-end funds and mutual funds, through registered representatives associated with unaffiliated national and regional broker-dealers, commercial banks, private banks, broker-dealer affiliates of insurance agencies and independent insurance dealers, financial planners, accountants, and tax consultants ("retail distribution firms") and through unaffiliated consultants serving institutional markets. We also provide investment products and services directly to institutional investors. Our distribution strategy is to maximize the accessibility and distribution potential of its investment products by maintaining strong relationships with a broad array of registered representatives and independent advisors and consultants. We have well-established relationships with registered representatives in retail distribution firms throughout the country. These registered representatives participate to varying degrees in our marketing programs, depending upon any one or more of the following factors: their interest in distributing investment products provided by us; their perceptions of the relative attractiveness of our managed funds and accounts; the profiles of their customers and their clients' needs; and the conditions prevalent in financial markets.

        Registered representatives may reduce or eliminate their involvement in marketing our products at any time, or may elect to emphasize the investment products of competing sponsors, or the proprietary products of their own firms. Registered representatives may receive compensation incentives to sell their firm's investment products or may choose to recommend to their customers investment products sponsored by firms other than by us. This decision may be based on such considerations as investment performance, types and amount of distribution compensation, sales assistance and administrative service payments, and the levels and quality of customer service. In addition, a registered representative's ability to distribute our mutual funds is subject to the continuation of a selling agreement between the firm with which the representative is affiliated and us. A selling agreement does not obligate the retail distribution firm to sell any specific amount of products and typically can be terminated by either party upon 60 days' notice. During 2008, there were no distribution relationships at any one firm that represented 10% of consolidated operating revenue for 2008.

        We employ external and internal sales and service professionals who work closely with intermediary distribution partner firms and consultants to offer products and services for high-net-worth investors and institutional investors. These professionals regularly meet with independent advisors and consultants, who distribute our products, to help them develop investment portfolio and risk-management strategies designed around the core elements of a diversified portfolio. We also employ several professionals who provide education and training to the same independent advisors and consultants. These professionals offer expertise and guidance on a number of topics including wealth management strategies, practice management development, asset allocation and portfolio construction.

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        As part of our asset management business, we earn revenue upon the distribution of our mutual funds and upon the public offering of new closed-end exchange-traded funds. We do not earn distribution revenue upon the establishment of managed accounts.

        Common shares of closed-end funds are initially sold to the public in offerings that are underwritten by a syndication group, including the Company, through our Nuveen Investments, LLC, broker-dealer. Underwriting fees earned are dependent upon our level of participation in a syndicate or selling group for a new closed-end fund. During the year ended December 31, 2008, there were no new closed-end funds offered by the Company and during the three months ended March 31, 2009 we offered one new closed-end fund.

        All of our mutual funds have adopted a Flexible Sales Charge Program that provides investors with alternative ways of purchasing fund shares based upon their individual needs and preferences.

        Class A shares may be purchased at a price equal to the fund's net asset value plus an up-front sales charge ranging from 2.5% of the public offering price for limited-term municipal funds to 5.75% for equity funds. At the maximum sales charge level, approximately 90% to 95% of the sales charge is typically reallowed as a concession to the retail distribution firms. Additionally, purchases of Class A shares that equal or exceed $1 million may be made without an up-front sales charge, but are subject to a Contingent Deferred Sales Charge ("CDSC") ranging from 0.50% to 1% for shares redeemed within 12 months. In order to compensate retail distribution firms for Class A share sales that are $1 million or greater, we advance a sales commission ranging from 0.25% to 1.25% at the time of sale. Class A shares are also subject to an annual SEC Rule 12b-1 service fee of between 0.20% and 0.25% of assets, which is used to compensate securities dealers for providing continuing financial advice and other services to investors.

        Class B shares are not available for new accounts or for additional investment into existing accounts. However, certain of our mutual funds will issue Class B shares upon the exchange of Class B shares from another fund or for purposes of dividend reinvestment. Eligible investors may purchase Class B shares at the offering price, which is the net asset value per share without any up-front sales charge. Class B shares are subject to an annual SEC Rule 12b-1 distribution fee of 0.75% of assets to compensate us for costs incurred in connection with the sale of such shares, an annual SEC Rule 12b-1 service fee of between 0.20% and 0.25% of assets to compensate securities dealers for providing continuing financial advice and other services to investors, and a CDSC which declines from 5% to 1% for shares redeemed within a period of 5 or 6 years. Class B shares convert to Class A shares after they are held for eight years.

        Class C shares may be purchased at a price equal to the fund's net asset value without any up-front sales charge. However, these shares are subject to an annual SEC Rule 12b-1 distribution fee of 0.35% to 0.75% of assets to compensate securities dealers over time for the sale of fund shares, an annual SEC Rule 12b-1 service fee of between 0.20% and 0.25% of assets to compensate securities dealers for providing continuing financial advice and other services to investors, and a 1% CDSC for shares redeemed within 12 months of purchase. In addition, we advance a 1% sales commission to retail distribution firms at the time of sale and, in return, receive the first year's SEC Rule 12b-1 distribution fee and SEC Rule 12b-1 service fee.

        Class R3 shares may be purchased from certain of our mutual funds at a price equal to the fund's net asset value without any up-front sales charge. However, these shares are subject to an annual SEC Rule 12b-1 distribution and service fee designed to compensate securities dealers for the sale of fund shares or for providing continuing financial advice or other services to investors. Class R3 shares are only available for purchase by certain retirement plans that have an agreement with us to utilize these shares in certain investment products or programs.

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        Class I shares, formerly named Class R shares, may be purchased at a price equal to the fund's net asset value without any up-front sales charge, on-going fees or CDSCs. These shares are available primarily to clients of fee-based advisors, wrap programs and investors purchasing $1 million or more of fund shares.

Company History and Acquisitions

        Our company, headquartered in Chicago, is the successor to a business formed in 1898 by Mr. John Nuveen that served as an underwriter and trader of municipal bonds. We introduced our first municipal bond mutual fund in 1976, and our first municipal bond closed-end fund in 1987. We began providing individual managed account services to investors in early 1995, and since 1997 we have offered an increasingly wide range of equity-based managed accounts and funds to our target markets.

        We incorporated in the State of Delaware on March 23, 1992, as a wholly owned subsidiary of The St. Paul Companies, Inc., now The Travelers Companies, Inc. ("TRV"). John Nuveen & Co. Incorporated, the predecessor of our Company (now named Nuveen Investments, LLC), had been a wholly owned subsidiary of TRV since 1974. During 1992, TRV sold a portion of its ownership interest in our company through a public offering.

        On August 31, 1997, we completed the acquisition of all of the outstanding stock of Rittenhouse Financial Services, Inc., which specialized in managing individual equity and balanced portfolios primarily for high-net-worth individuals served by financial advisors. Rittenhouse provided us with a high quality, scalable distribution and service platform focused on the growing retail managed account market.

        On September 17, 1999, we completed the sale of our investment banking business to US Bancorp Piper Jaffray. In conjunction with the sale, we ceased underwriting and distributing municipal bonds and serving as remarketing agent for variable rate bonds.

        On July 16, 2001, we completed the acquisition of Symphony Asset Management, LLC, an institutional investment manager based in San Francisco. As a result of the acquisition, our product offerings expanded to include alternative investments designed to reduce risk through market-neutral and other strategies in several equity and fixed income asset classes. Symphony also manages several long-only portfolios for us.

        On August 1, 2002, we completed the acquisition of NWQ Investment Management, an asset management firm that specializes in value-oriented equity investments. NWQ has significant relationships among institutions and financial advisors serving high-net-worth investors.

        On April 7, 2005, TRV sold approximately 40 million shares of our common stock in a secondary underwritten public offering. Upon the closing of the secondary offering, we were no longer a majority-owned subsidiary of TRV, and as of the end of September 2005, all of TRV's remaining ownership interest in Nuveen had been sold.

        On October 3, 2005, we completed the acquisition of Santa Barbara Asset Management. Santa Barbara specializes in mid- to large-cap and small- to mid-cap growth equities, primarily serving institutions and high-net-worth investors.

        In the first quarter of 2006, a separate investment management platform was established, dedicated to international and global investing. This unit, named Tradewinds Global Investors, LLC, is one of the distinct, independent and separately branded investment managers within Nuveen Investments. The Tradewinds investment team previously managed international and global value portfolios as part of NWQ.

        On April 30, 2007, we acquired HydePark Investment Strategies, which specializes in enhanced equity strategies.

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        On November 13, 2007, a group of private equity investors led by MDP acquired all of the outstanding shares of the Company for approximately $5.8 billion in cash.

        At the end of 2008, we combined Rittenhouse Financial Services with Santa Barbara Asset Management. The large cap "blue chip" growth equity strategy of Rittenhouse is now offered through Santa Barbara which also specialized in growth equities as described above.

        On December 26, 2008, we acquired Winslow Capital Management, Inc., which specializes in large-cap growth equities.

Competition

        The investment management industry is relatively mature and saturated with competitors that provide products and services similar to ours. Furthermore, the marketplace for investment products is rapidly changing; investors are becoming more sophisticated; the demand for and access to investment advice and information are becoming more widespread; and more investors are demanding investment vehicles that are customized to their personal situations. Competition in the investment management industry continues to increase as a result of greater regulatory flexibility afforded to banks and other financial institutions to sponsor and distribute mutual funds. The registered representatives that distribute our investment products also distribute numerous competing products, often including products sponsored by the retail distribution firms where they are employed. There are relatively few barriers to entry for new investment management firms. Our managed account business is also subject to substantial competition from other investment management firms seeking to be approved as managers in the various "wrap-fee" programs. The markets for mutual funds are highly competitive, with many participating sponsors. Based upon the information available, we believe that we held significantly less than a 5% share of the market with respect to net sales of mutual funds in each of the last three years. The sponsor firms have a limited number of approved managers at the highest and most attractive levels of their programs and closely monitor the investment performance of such firms on an on-going basis as they evaluate which firms are eligible for continued participation in these programs. We are also subject to competition in obtaining the commitment of underwriters to underwrite our closed-end fund offerings. To the extent the increased competition for underwriting and distribution causes higher distribution costs, our net revenue and earnings will be reduced.

        We encounter significant competition in all areas of our business. We compete with other investment managers, mutual fund advisors, brokerage and investment banking firms, insurance companies, hedge funds, banks and other financial institutions, many of which are larger, have proprietary access to distribution, have a broader range of product choices and investment capabilities, and have greater capital resources. Our ability to successfully compete in this market is based on the following factors: our ability to achieve consistently strong investment performance; to maintain and build upon our distribution relationships and continue to build new ones; to develop appropriately priced investment products well suited for our distribution channels and attractive to underlying clients and investors; to offer multiple investment choices; to provide effective shareowner servicing; to retain and strengthen the confidence of our clients; to attract and retain talented portfolio management and sales personnel; and to develop and leverage our brand in existing and new distribution channels. Additionally, our ability to successfully compete with other investment management companies is highly dependent on our reputation and our relationship with clients.

Advertising and Promotion

        We provide individual registered representatives with daily prices, weekly, monthly and quarterly sales bulletins, monthly product, statistical and performance updates, product education programs, product training seminars, and promotional programs coordinated with our advertising campaigns. In addition, we regularly coordinate our marketing and promotional efforts with individual registered

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representatives, as described in "—Investment Product and Service Distribution." We also augment our marketing efforts through magazine, newspaper and other forms of advertising, targeted direct mail and telemarketing sales programs, web-based marketing and sponsorship of certain sports and civic activities.

Employees

        At March 31, 2009, we had 939 full-time employees. Employees are compensated with a combination of salary, cash bonus and fringe benefits. In addition, we have sought to retain our key and senior employees through competitive incentive arrangements, which include equity-based opportunities. We consider our relations with our employees to be good.

Properties

        We are headquartered in Chicago, and have other primary offices in Los Angeles, CA, San Francisco, CA, Santa Barbara, CA, Radnor, PA and Minneapolis, MN. We also have four small regional offices in other locations, primarily to support our sales representatives. We lease approximately 396,000 square feet of office space across the country. Management believes that our facilities are adequate to serve its currently anticipated business needs.

Intellectual Property

        We have used, registered, and/or applied to register certain service marks to distinguish our investment products and services from our competitors in the U.S. and in foreign countries and jurisdictions. We enforce our service marks and other intellectual property rights in the U.S. and abroad.

Regulatory

        Each of our investment advisor subsidiaries (and each of the previously identified unaffiliated sub-advisors to certain of our funds) is registered with the SEC under the Investment Advisers Act. Each closed-end fund and open-end fund is registered with the SEC under the Investment Company Act. Each national open-end fund is qualified for sale (or not required to be so qualified) in all states in the United States and the District of Columbia. Each single-state open-end fund is qualified for sale (or not required to be so qualified) in the state for which it is named and other designated states. Virtually all aspects of our investment management business, including the business of the sub-advisors, are subject to various federal and state laws and regulations. These laws and regulations are primarily intended to benefit the investment product holder and generally grant supervisory agencies and bodies broad administrative powers, including the power to limit or restrict us (and any sub-advisor) from carrying on its investment management business in the event that we fail to comply with such laws and regulations. In such an event, the possible sanctions, which may be imposed, include the suspension of individual employees, limitations on our engaging in the investment management business for specified periods of time, the revocation of the advisors' registrations as investment advisors or other censures and fines.

        Under the Investment Company Act, if one of our investment advisor subsidiaries, our broker dealer subsidiary Nuveen Investments, LLC or any of their respective affiliates were either convicted of a felony or misdemeanor involving the purchase or sale of securities or were permanently or temporarily enjoined by a court from acting in a variety of capacities relating to the securities business, the entity subject to such sanction and its affiliates would become ineligible to act as an investment advisor or underwriter unless the SEC granted an exemption from such ineligibility. Such an exemption would have to be applied for and it would be wholly within the discretion of the SEC to grant or deny any such application subject to any conditions the SEC deemed appropriate in the public interest.

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        Our officers, directors, and employees may, from time to time, own securities that are also held by one or more of our funds. Our internal policies with respect to individual investments require prior clearance of all transactions in securities of our company and other restrictions are imposed with respect to transactions in our closed-end fund securities. All of our employees are considered access persons and as such are subject to additional restrictions with respect to the pre-clearance of the purchase or sale of securities over which they have investment discretion. We also require employees to report transactions in certain securities and restricts certain transactions so as to seek to avoid the possibility of improper use of information relating to the management of client accounts.

        Our subsidiary, Nuveen Investments, LLC, is registered as a broker-dealer under the Exchange Act and is subject to regulation by the SEC, FINRA and other federal and state agencies and self-regulatory organizations. Nuveen Investments, LLC is subject to the SEC's Uniform Net Capital Rule, designed to enforce minimum standards regarding the general financial condition and liquidity of a broker-dealer. Under certain circumstances, this rule may limit our ability to make withdrawals of capital and receive dividends from Nuveen Investments, LLC. The regulatory net capital of Nuveen Investments, LLC has consistently exceeded such minimum net capital requirements. At March 31, 2009, Nuveen Investments, LLC had aggregate net capital, as defined, of approximately $28.6 million, which exceeded the regulatory minimum by approximately $26.8 million. The securities industry is one of the most highly regulated in the United States, and failure to comply with related laws and regulations can result in the revocation of broker-dealer licenses, the imposition of censures or fines and the suspension or expulsion of a firm and/or its employees from the securities business.

Litigation and Regulatory Proceedings

        Regulatory authorities, including FINRA and the SEC, examine our registered broker-dealer and investment advisor subsidiaries, or the registered investment companies managed by our affiliates, from time to time in the regular course of their businesses. In addition, from time to time we or one or more of our registered subsidiaries receives information requests from a regulatory authority as part of an industry-wide "sweep" examination of particular topics or industry practices. We are currently producing documents in the FINRA Enforcement Inquiry into our marketing and distribution of ARPS. Each national open-end fund is qualified for sale (or not required to be so qualified) in all states in the United States and the District of Columbia. Each single-state open-end fund is qualified for sale (or not required to be so qualified) in the state for which it is named and other designated states.

        From time to time, we are involved in legal matters relating to claims arising in the ordinary course of business such as disputes with employees or customers, and in regulatory inquiries that may involve the industry generally or be specific to us. There are currently no such matters or inquiries pending that we believe would have a material adverse effect on our business or financial condition.

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MANAGEMENT

        Our directors, executive officers and certain other key officers are as follows:

Name
  Age   Principal Position

John P. Amboian

    47   Chief Executive Officer and Director

Mark J.P. Anson

    49   President and Executive Director, Investment Services

Glenn R. Richter

    47   Executive Vice President, Chief Operating Officer and Principal Financial Officer

Alan G. Berkshire

    48   Senior Executive Vice President

John L. MacCarthy

    49   Executive Vice President, Secretary and General Counsel

Sherri A. Hlavacek

    46   Managing Director, Corporate Controller, and Principal Accounting Officer

Timothy M. Hurd

    38   Director

Mark B. Tresnowski

    49   Director

Vahe A. Dombalagian

    34   Director

Edward M. Magnus

    33   Director

Peter S. Voss

    62   Director

Eugene S. Sunshine

    59   Director

Frederick W. Eubank II

    45   Director

Nathan C. Thorne

    55   Director

Angel L. Morales

    35   Director

        John P. Amboian has been our Chief Executive Officer since June 2007. He has been a director since May 1998 and became a director of Holdings upon completion of the MDP Transactions. He was the President of our company from May 1999 to September 2007. Prior to that, he served as Executive Vice President and Chief Financial Officer of our company since June 1995.

        Mark J.P. Anson has been our President and Executive Director, Investment Services since September 2007. Prior to that, he served as Chief Executive Officer of London-based Hermes Pensions Management Ltd. and British Telecom Pension Scheme. Mr. Anson also acted as the Chief Investment Officer for Hermes Pensions Management Ltd. in 2006. From 2001 through December 2005, Mr. Anson was the Chief Investment Officer at the California Public Employees' Retirement System (CalPERS).

        Glenn R. Richter has served as our Executive Vice President and Chief Operating Officer since October 2006. He joined our company as Executive Vice President and Chief Administrative Officer in May 2006. In October 2006, he was also designated as the Principal Financial Officer of our company. Prior to that, he served as Executive Vice President and Chief Financial Officer of RR Donnelley & Sons beginning in April 2005. Prior to that, from 2000 to April 2005, he served in various capacities at Sears, Roebuck and Co., including Executive Vice President and Chief Financial Officer, Senior Vice President, Finance and Vice President and Controller.

        Alan G. Berkshire has been our Senior Executive Vice President since February 2006. Prior to that, he was Senior Vice President and General Counsel of our company since April 1999 and Secretary since May 1998. He joined our company in September 1997 as Vice President and General Counsel.

        John L. MacCarthy has served as our Executive Vice President, Secretary and General Counsel since January 2008. He joined our company as Senior Vice President and General Counsel in March 2006 and became our Secretary in May 2006. Prior to that, he was a partner at the law firm of Winston & Strawn LLP beginning in 1993.

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        Sherri A. Hlavacek has served as our Managing Director and Corporate Controller since March 2009. Prior to that, she served as Corporate Controller since 2001 and also became our Principal Accounting Officer in October 2006. She joined our company in 1998 as Vice President and Assistant Controller.

        Timothy M. Hurd became a director and a director of Holdings upon completion of the MDP Transactions. Mr. Hurd is a Managing Director of MDP and joined that firm in 1996. Mr. Hurd also serves on the board of directors of CapitalSource Inc.

        Mark B. Tresnowski became a director and a director of Holdings upon completion of the MDP Transactions. Mr. Tresnowski is a Managing Director and General Counsel of MDP and joined that firm in 2005. Mr. Tresnowski was a partner at Kirkland & Ellis LLP, a firm he had been with from 1986 through 1999 and rejoined in August 2004 after having served as Executive Vice President and General Counsel of Allegiance Telecom Inc., a nationwide competitive local exchange carrier and portfolio company of MDP, from 1999 through 2004. Allegiance filed for reorganization under Chapter 11 of the Bankruptcy Code in 2003.

        Vahe A. Dombalagian became a director and a director of Holdings upon completion of the MDP Transactions. Mr. Dombalagian is a Managing Director of MDP and joined that firm in 2001. Mr. Dombalagian currently serves on the board of directors of Cinemark Holdings, Inc.

        Edward M. Magnus became a director and a director of Holdings upon completion of the MDP Transactions. Mr. Magnus is a Director of MDP and joined that firm in 2004.

        Peter S. Voss has been a director and a director of Holdings since May 2008. Since 2007, Mr. Voss has been a private investor and consultant. Prior to that, he served as Chairman and Chief Executive Officer of Natixis Global Asset Management (formerly known as Ixis Asset Management), a global multi-firm asset management company with assets under management of over $700 billion with headquarters in Paris, France and Boston, Massachusetts. Mr. Voss currently serves as a director of The Oakmark Funds and IRG, Inc. Mr. Voss also serves as a director on the Board of Brown University and other charitable organizations.

        Eugene S. Sunshine has been a director and a director of Holdings since May 2008. Mr. Sunshine is Senior Vice President for Business and Finance, Northwestern University and joined that institution in 1997. Mr. Sunshine currently serves as the Chairman of the board of directors of Rubicon and on the boards of directors of Chicago Board Options Exchange, Evanston Chamber of Commerce, Evanston Invensure and Pathways. Mr. Sunshine previously served as a director of National Mentor Holdings from 2003 through 2006 and as a trustee of the Nuveen Funds from 2005 through July 2007.

        Frederick W. Eubank II has been a director and a director of Holdings since May 2008. Mr. Eubank is a Managing Partner of Wachovia Capital Partners and joined that firm in 1989. Mr. Eubank currently serves on the boards of directors of Capital Source, Inc. and Comsys IT Partners.

        Nathan C. Thorne has been a director and a director of Holdings since January 2009. Mr. Thorne is President of Merrill Lynch Global Private Equity and has served in that role since 2004. He is also Senior Vice President of Merrill Lynch & Co., Inc.

        Angel L. Morales has been a director and a director of Holdings since April 2009. Mr. Morales is a Managing Director of Merrill Lynch Global Private Equity and joined that firm in 1996. Mr. Morales currently serves on the boards of directors of Aeolus Re Ltd. and Sentillion, Inc.

Holdings' Board of Managers

        Each person who is a member of the board of managers of Holdings has been appointed pursuant to the limited liability company agreement of Holdings. Pursuant to this agreement, the board of managers of Holdings consists of ten members, and MDP has the right to appoint six members, an

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affiliate of Merrill Lynch Global Private Equity has the right to appoint two members, the Nuveen Investments chief executive officer will serve as a member and a majority of the other members of the board will appoint one independent member who will be a person who is unaffiliated with MDP or any co-investor or our company. Messrs. Hurd, Tresnowski, Dombalagian, Magnus, Eubank and Voss have been appointed by MDP and Messrs. Morales and Thorne has been appointed by an affiliate of Merrill Lynch Global Private Equity. Mr. Sunshine has been appointed as the independent member of the board of managers. The limited liability company operating agreement of Holdings also provides that Holdings shall cause the board of directors of the Company to consist of the same individuals serving on the board of managers of Holdings.

Code of Ethics

        Nuveen Investments has adopted a Code of Business Conduct and Ethics, which applies broadly to all employees, officers and directors and also includes specific provisions applying to the principal executive officer, the principal financial officer, the principal accounting officer and other senior officers, in compliance with regulatory requirements. We also have a Code of Ethics and various related compliance procedures that apply to our business as an investment manager and sponsor of investment products, and the conduct of our employees and executives.

Director Independence

        The Company is privately owned. As a result, the Company is not required to have independent directors.

Compensation Committee Interlocks and Insider Participation

        The following persons served on our Compensation Committee during 2008: Timothy M. Hurd, Mark B. Tresnowski, Vahe A. Dombalagian and Michael Rubinoff. No member of the Compensation Committee was, during the fiscal year ended December 31, 2008, an officer, former officer or employee of our Company or any of our subsidiaries. None of our executive officers served as a member of:

    the compensation committee of another entity in which one of the executive officers of such entity served on our Compensation Committee;

    the board of directors of another entity, one of whose executive officers served on our Compensation Committee; or

    the compensation committee of another entity in which one of the executive officers of such entity served as a member of our Board.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

        This compensation discussion and analysis describes the material elements of compensation paid or awarded to our principal executive officer, principal financial officer and the three other most highly compensated executive officers of the Company ("named executive officers"). The specific amounts and material terms of such compensation paid, payable or awarded are disclosed in the tables and narrative immediately after this section of this prospectus. The Compensation Committee of our Board of Directors oversees the compensation program for our named executive officers.

Overview

        On November 13, 2007, the date we were acquired by a group of private equity investors led by MDP in the MDP Transactions, we ceased being a public company subject to SEC and NYSE rules. Prior to that, a Compensation Committee of our Board of Directors composed solely of independent directors was responsible for the decisions regarding executive compensation. Our Compensation Committee now consists of non-employee directors appointed by our private equity investors. MDP appoints a majority of the members of the Compensation Committee. In connection with the MDP Transactions, we entered into an amended employment agreement with our chief executive officer and entered into employment agreements with our other named executive officers. The terms of these employment agreements are summarized in "2008 Potential Payments Upon Termination or Change In Control (Liquidity Event)" beginning on page 90.

Compensation Philosophy and Objectives

        The Company's overall philosophy is to create value by using all elements of executive compensation to reinforce a results-oriented management culture focusing on our level of earnings, the achievement of longer-term strategic goals and objectives and specific individual performance. The objectives of our compensation policies are (i) to provide a level of compensation that will allow us to attract, motivate, retain and reward talented executives who have the ability to contribute to our success, (ii) to link executive compensation to our success through the use of bonus payments based in whole or in part upon our performance (or that of a particular business unit), (iii) to align the interests of executives with those of our equity holders thereby providing incentive for, and rewarding, the attainment of objectives that inure to the benefit of our equity holders, and (iv) to motivate and reward high levels of performance or achievement. In years prior to the MDP Transactions, the alignment of our executives' interests with those of our former shareholders was fostered through equity participation, including the use of stock awards and option grants. As discussed below, since the MDP Transactions we have sought a similar alignment of interests by awarding our named executive officers equity in our parent company, Holdings, and inviting them to invest in Holdings.

Components of Executive Compensation

        Total compensation for named executive officers is comprised of:

    Base salary

    Annual cash incentive awards

    Equity incentive awards

    Retirement plan benefits

    Post-employment benefits

    Other benefits and perquisites

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        The various components of named executive officers compensation reflect the following policies and practices of the Company:

Base Salary

        Base salary is provided to named executive officers in order to provide them with a degree of financial certainty. As has historically been true of the asset management industry generally, incentive compensation, and not base salary, is the primary compensation vehicle for our named executive officers. Prior to the MDP Transactions, we had set base salaries near the median level for the asset management industry. Annual base salaries for our named executive officers are set forth in their respective employment agreements and have not been altered since these employment agreements were entered into effective January 1, 2008.

Annual Incentive Awards

        Prior to the MDP Transactions, annual incentive awards consisted of both cash and equity awards. After the MDP Transactions, our annual incentive program has provided our executives with the opportunity to earn cash incentive awards based on the Compensation Committee's discretion and evaluation of Company, individual and team performance. Each named executive officer's annual incentive award is based on the target annual incentive amount specified in such officer's employment agreement and the annual performance of the Company and other factors considered by the Compensation Committee. Our chief executive officer is entitled to an annual bonus equal to the sum of: (i) the prior fiscal year's annual bonus, plus or minus (ii) an amount equal to (x) the prior fiscal year's annual bonus multiplied by (y) the positive or negative percentage change in the Company's earnings before interest, taxes, depreciation and amortization ("EBITDA") from its prior fiscal year. The Company's Board of Directors, or the appropriate committee thereof, determines such change and makes such reasonable adjustments to the EBITDA amounts as are necessary and appropriate to reflect material acquisitions or divestures by the Company during the relevant fiscal years for purposes of making such determination. For our other named executive officers, in 2008, annual incentive award amounts were recommended by the chief executive officer and approved by the Compensation Committee by using the target bonus amounts from their respective employment agreements and then adjusting up or down based on various factors including the Company's EBITDA results, individual performance and other subjective factors summarized in the executives' annual performance review. Prior to the MDP Transactions, we had engaged a compensation consultant to review the competitiveness of our incentive compensation within our peer group of investment management firms. Since the MDP Transactions, we have not engaged a compensation consultant and have not engaged in any formal benchmarking of executive compensation, although we have used data provided by McLagan Partners to review general compensation trends in the asset management industry.

Equity Awards

        In connection with the MDP Transactions, all outstanding awards under our former equity-based compensation plans were cancelled and converted into the right to receive cash payments with respect to such awards. However, in connection with the MDP Transactions, each of our named executive officers purchased equity in Holdings in the form of Class A Units or deferred Class A Units. In addition, certain named executive officers who had recently joined the Company were granted deferred restricted Class A Units of Holdings that vest over time. Finally, each named executive officer received Class B Units of Holdings that provide the right to participate in increases in the value of the Company above the aggregate purchase price paid in the MDP Transactions. The Class A Units and Class B Units are intended to provide incentive to management to keep focused on the long-term value of the Company. For more information regarding the defered restricted Class A Units and Class B Units, see the narrative entitled "2008 Outstanding Equity Awards At Fiscal Year-End" beginning on

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page 85. For more information regarding the deferred Class A Units, see the narrative entitled "2008 Non-Qualified Deferred Compensation" beginning on page 89.

Tax Deductibility of Incentive Awards

        We are aware that Section 162(m) of the Internal Revenue Code provides a $1 million limit on the deductibility for federal tax law purposes of compensation paid to top executives of publicly-traded companies, subject to certain exceptions. One of the exceptions is for compensation based on the attainment of objective performance standards that have been approved by shareholders. Prior to the MDP Transactions, certain of our incentive awards were designed to qualify for this exception and to permit the full deductibility by the Company of compensation paid to executive officers thereunder. Since we became privately-held as of November 13, 2007, we have not been subject to Section 162(m).

Retirement Plan Benefits

        We do not regard retirement plan benefits as a central element of our overall compensation strategy. Retirement plans, in general, are designed to provide executives with financial security after their employment has terminated. The named executive officers participate in a 401(k) retirement savings plan available to all salaried employees. Company matching contributions under the 401(k) plan are available to all employees generally and are designed to encourage and increase employee savings. The Company matches 50% of employee contributions up to 10% of an employee's salary or $16,500, whichever is less. The matching contributions by the Company vest over a six-year period from the date of employment.

        Our named executive officers who joined the Company prior to March 24, 2003 also participate in our tax-qualified defined benefit retirement plan (the "Retirement Plan") and our excess benefit plan (the "Excess Benefit Plan"), which is designed to make up for the benefits lost under the Company's Retirement Plan because of limitations imposed by the Internal Revenue Code on the amount of benefits that can be accrued under the Retirement Plan. Participation in our Retirement Plan and Excess Benefit Plan has been frozen and is restricted to employees who qualified as participants prior to March 24, 2003. Additionally, on March 31, 2004, we amended our Retirement Plan such that existing participants will not accrue any new benefits under our Retirement Plan or Excess Benefit Plan after March 31, 2014. The Excess Benefit Plan allows named executive officers eligible to participate to receive full credit for their salary, which would not otherwise be available to them under our qualified Retirement Plan. Effective January 1, 2009, the Excess Benefit Plan was amended to provide that a participant's compensation earned after December 31, 2008 that is more than $200,000 above the compensation limitation imposed by Section 401(a)(17) of the Internal Revenue Code will not be taken into account for purposes of the plan. Compensation on which benefits under our Retirement Plan and Excess Benefit Plan are based includes only base salary and not annual incentive or other compensation. The Company's overall long-term compensation approach centers on incentive based compensation and consequently the participation in and benefits under our Retirement Plan and Excess Benefit Plan are being phased out as described above.

        Prior to the MDP Transactions, the Company also permitted certain more highly compensated employees to defer a portion of their annual bonuses in accordance with terms of a plan that was designed to satisfy the requirements of Section 409A of the Internal Revenue Code. At the time of the MDP Transactions, this plan was terminated and all deferred amounts were paid out to participants.

Post-Employment Benefits

        Our named executive officers may receive certain benefits in the event of their termination of employment. Termination benefits and change in control benefits provide additional security and help minimize inherent conflicts of interest for executives that may arise in potential change in control transactions. The arrangements for calculating these benefits were negotiated with our named executive officers in connection with the MDP Transactions. The Compensation Committee has not altered these arrangements. The terms of these post-employment benefits are summarized in "2008 Potential Payments Upon Termination or Change in Control (Liquidity Event)" beginning on page 90.

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Other Benefits and Perquisites

        Our named executive officers also participate in other employee benefit programs that are available to employees of the Company generally, including health and welfare benefit plans and a dependent college tuition scholarship plan. Named executive officers receive reimbursement, pursuant to applicable Company policies, for certain business expenses. In addition, consistent with our practice for other employees who are eligible under applicable securities laws to invest in certain Company-sponsored funds, we may waive applicable fees for named executive officers to encourage participation in and to capitalize such funds. Allowing our named executive officers and other employees to invest in Company-sponsored funds provides them an opportunity to participate in investment products that they may have helped to develop. The Company has also supported through charitable giving the charitable organizations to which its officers, including named executive officers, commit their time. In addition to the up to $5,000 match of charitable contributions available to all employees in 2008, the Company also contributed additional funds directly to charitable organizations, generally supporting those organizations to which the Company's more senior executive officers commit their time and resources.


2008 SUMMARY COMPENSATION TABLE

        The following table shows information concerning the annual compensation for services to the Company in all capacities of our principal executive officer, principal financial officers and the three other most highly compensated executive officers of the Company (collectively, the "named executive officers"). The footnotes accompanying the 2008 Summary Compensation Table generally explain amounts reported for 2008 and 2007, as these amounts have not been previously reported. For a detailed explanation of the 2006 amounts, see the footnotes to the 2006 Summary Compensation Table.

Name and Principal Position
  Year   Salary
($)
  Bonus
($)(1)
  Stock
Awards
($)(2)
  Option
Awards
($)(3)
  Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
  All Other
Compensation
($)(4)
  Total
Compensation
($)
 

John P. Amboian

    2008     650,000     4,000,000     1,575,733         71,416     11,080     6,308,229  
 

Chief Executive

    2007     500,000     6,000,000     5,446,718     4,917,235     38,517 (5)   178,801     17,081,271  
 

Officer

    2006     500,000     4,900,000     1,946,471     2,613,812     84,038     204,807     10,249,128  

Mark J.P. Anson(6)

   
2008
   
600,000
   
2,300,000
   
1,875,367
   
   
   
156,340
   
4,931,707
 
 

President and

    2007     197,692     1,500,000 (1)   234,421             391,936     2,324,049  

    Executive Director of Investment Services

                                                 

Glenn R. Richter

   
2008
   
550,000
   
1,525,000
   
1,587,867
   
   
   
21,203
   
3,684,070
 
 

Executive Vice

    2007     500,000     1,600,000     1,140,415     549,676         14,369     3,804,460  
 

President, Chief

    2006     295,513     500,000     150,010     110,607         178,388     1,234,518  

    Operating Officer and Chief Financial Officer

                                                 

Alan G. Berkshire

   
2008
   
550,000
   
1,400,000
   
787,867
   
   
62,019
   
188,740
   
2,988,626
 
 

Senior Executive

    2007     500,000     1,500,000     1,235,283     1,158,155     33,001 (5)   225,281     4,651,720  
 

Vice President

    2006     456,250     1,350,000     442,089     677,867     40,288     124,503     3,090,997  

John L. MacCarthy(7)

   
2008
   
450,000
   
850,000
   
967,259
   
   
   
8,560
   
2,275,819
 
 

Executive Vice

    2007     400,000     1,000,000 (1)   635,498     518,374         19,043     2,572,915  

    President, Secretary and General Counsel

                                                 

(1)
The amounts set forth in this column constitute the annual incentive award for each named executive officer. Amounts listed for 2007 include $500,000 for each of Messrs. Anson and MacCarthy that they elected to

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    defer in exchange for 50,000 deferred Class A Units. See the narrative to the table entitled "2008 Non-Qualified Deferred Compensation" for more information related to these deferrals.

(2)
The 2008 and 2007 amounts in this column reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2008 and December 31, 2007, in accordance with FAS 123(R) of deferred restricted Class A Units granted pursuant to grant agreements dated December 14, 2007 between the Company and certain named executive officers and of Class B Units granted pursuant to grant agreements dated December 14, 2007 between Holdings and each named executive officer, but for which the Company recognized the compensation expense. The 2007 amounts also reflect the dollar amount recognized for financial statement reporting purposes in accordance with FAS 123(R) for the restricted stock awards that vested prior to the MDP Transactions. In addition, as a result of the MDP Transactions, all restricted stock awards outstanding immediately before the merger vested, and, therefore, the 2007 amounts in this column also include all remaining compensation expense associated with those awards that was recognized in fiscal 2007 in accordance with FAS 123(R). See Note 6, "Equity-Based Compensation," to our Annual Financial Statements for a description of the valuation assumptions for the amounts included in this column.

(3)
In addition to the options that vested in 2007 prior to the MDP Transactions, as a result of the MDP Transactions, all options awards outstanding immediately before the merger vested, and, therefore, the amounts reflected in this column for 2007 include all remaining compensation expense associated with those awards that was recognized in fiscal 2007 in accordance with FAS 123(R). See Note 6, "Equity-Based Compensation," to our Annual Financial Statements for a description of the valuation assumptions for the amounts included in this column.

(4)
For Mr. Amboian, amounts include Company paid parking expenses of $2,160 for 2008 and $2,200 for 2007. For Mr. Anson, amounts include Company paid parking expenses of $1,500 for 2008 and $740 for 2007 and relocation expenses of $153,760 in 2008 and relocation expenses of $390,116 in 2007. For Mr. Richter, amounts include Company paid parking expenses of $2,040 for 2008 and of $2,200 for 2007 and a payment of $10,900 under the Company's dependent college tuition scholarship plan for 2008. For Mr. Berkshire, amounts include relocation expenses of $180,000 in 2008 and relocation expenses of $193,986 in 2007. The amounts for 2008 also include life insurance premiums in the amounts of $1,170, $1,080, $513, $990, and $810 for Messrs. Amboian, Anson, Richter, Berskhire, and MacCarthy, respectively. The amounts for 2007 include life insurance premiums in amounts of $900, $1,080, $513, $900, and $720 for Messrs. Amboian, Anson, Richter, Berkshire, and MacCarthy, respectively. The 2008 amounts also include, other than for Mr. Anson, matching contributions to the account of each named executive officer of $7,750 under the tax-qualified Nuveen Investments, LLC Employees' 401(k) Plan. The 2007 amounts also include, other than for Mr. Anson, contributions to the account of each named executive officer of $8,169 for Mr. Amboian (consisting of $7,500 in matching 401(k) contributions and $669 in reallocations of forfeitures) and $8,419 for Messrs. Richter, Berkshire, and MacCarthy (consisting of $7,750 in matching 401(k) contributions and $669 in reallocations of forfeitures) under the Nuveen Investments, LLC Employees' 401(k) Plan. In addition, the 2007 amounts include dividends reported as W-2 compensation on unvested restricted stock, and on vested restricted stock whose receipt was deferred, in the amounts of $167,532, $3,487, $22,226, and $9,904 for Messrs. Amboian, Richter, Berkshire, and MacCarthy, respectively. The 2007 amounts do not include dividends whose receipt was deferred until retirement or termination of employment (or the interest thereon that accumulates at the prime rate) or dividends on company stock held in brokerage accounts or directly. Additionally, from time to time, the Company makes tickets to cultural and sporting events available to the named executive officers for business purposes. If not utilized for business purposes, the tickets may be used for personal use. There was no incremental cost to the Company for these tickets.

(5)
For Mr. Amboian, the 2007 amount includes $17,047, which represents the earnings in excess of 120% of the applicable federal long-term interest rate on the portion of his aggregate deferred compensation account under the Company's Deferred Bonus Plan on which the Company paid interest at the prime rate. The Company's Deferred Bonus Plan permitted its senior executives to defer all or a portion of their annual bonuses and receive a return on the amounts so deferred measured by (1) the prime rate or (2) the performance of one or more of a specified list of investment products (mutual funds and private partnerships) sponsored by the Company. For investment returns based on the performance of a Company investment product, the Company hedged its exposure by investing the deferred amount in such product. As in prior years, the table does not include any earnings on deferred compensation account balances of Mr. Amboian and Mr. Berkshire for which a return based on a Company investment product was selected. All balances under the Company's Deferred Bonus Plan were distributed in connection with the MDP Transactions.

(6)
Mr. Anson joined the Company on September 4, 2007.

(7)
Mr. MacCarthy was not a named executive officer in 2006.

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        For a description of the employment agreements with the named executive officers, which agreements set the base salaries and target or minimum annual incentive amounts described in the table above, see "2008 Potential Payments Upon Termination or Change In Control (Liquidity Event)" beginning on page 90.


2008 GRANTS OF PLAN-BASED AWARDS

        The Company made no grants of plan-based awards to the named executive officers in 2008.


2008 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

        The following table shows the outstanding unvested and unearned equity awards held by each named executive officer as of December 31, 2008.

Name
  Number of Units
That Have Not
Vested (#)
  Market Value of
Units That Have
Not Vested ($)
 

John P. Amboian

    47,778 (1)    

Mark J.P. Anson

    23,889 (1)    

    356,250 (2)   1,047,375 (3)

Glenn R. Richter

    23,889 (1)    

    320,000 (2)   940,800 (3)

Alan G. Berkshire

    23,889 (1)    

John L. MacCarthy

    17,200 (1)    

    160,000 (2)   470,400 (3)

(1)
This figure represents the number of unvested Class B Units held by each named executive officer as of December 31, 2008. Based on the valuation conducted resulting in the goodwill impairment reflected in our Annual Financial Statements, the Class B Units had an implied per unit value of $0 as of December 31, 2008. For a detailed description of the vesting schedule see the text below.

(2)
This figure represents the number of unvested deferred restricted Class A Units held by each named executive officer as of December 31, 2008. For a detailed description of the vesting schedule see the text below.

(3)
The value was determined by multiplying the number of unvested deferred restricted Class A Units by the per unit value of the deferred restricted Class A Units as of December 31, 2008, which was $2.94, based on our Annual Financial Statements.

Terms of Class B Units

        The Class B Units held by the named executive officers were granted pursuant to grant agreements dated December 14, 2007 between Holdings and each named executive officer. The Class B Units are designated as Series 1 Class B Units (as described in the Windy City Investment Holdings L.L.C. Amended and Restated Limited Liability Company Agreement (the "LLC Agreement")). The Participation Threshold (as defined in the LLC Agreement) is determined and adjusted as provided in the LLC Agreement. As of the date of the grant agreements, the Participation Threshold was $2.8 billion and it has not been changed. The Class B Units are subject to certain limitations and restrictions, including, among other things, restrictions on transfer, certain drag-along, holdback provisions, and repurchase rights.

        Seventy percent of the Class B Units vest on a quarterly pro-rata basis over five years beginning on November 13, 2007 ("Time Vested Units"), provided that the executive is, and has been, continuously: (i) employed by Holdings or any of its subsidiaries, (ii) serving as a manager or director of Holdings or its subsidiaries, or (iii) at the discretion of Holdings' Board of Managers, providing services to Holdings

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or any of its subsidiaries as an advisor or consultant. Immediately prior to a Liquidity Event (as defined in the LLC Agreement), all unvested Time Vested Units become fully vested if the executive is, and has been continuously employed by or providing services to Holdings or its subsidiaries. The number of Time Vested Units that are vested cannot increase after the named executive officer ceases to be an employee of, or after termination of his services to, Holdings or any of its subsidiaries. Notwithstanding the foregoing, the named executive officer shall become fully vested in his Time Vested Units in the event of his death or termination due to disability.

        The remaining thirty percent of the Class B Units vest on a quarterly pro-rata basis commencing on November 13, 2012 and ending on November 13, 2014 ("Liquidity Vested Units") or, if sooner: (i) on a quarterly basis commencing on a Liquidity Event other than an initial public offering and ending on the first anniversary of the date of the closing of such event, (ii) on a quarterly pro-rata basis commencing on an initial public offering and ending on the second anniversary of the closing of such initial public offering, or (iii) if, after a Liquidity Event other than an initial public offering, the executive's employment with Holdings has been terminated by Holdings without Cause or the executive has resigned from the Company for Good Reason (as such terms are defined in the grant agreement), provided that the executive is, and has been, continuously (x) employed by Holdings or any of its subsidiaries, (y) serving as a manager or director of Holdings or its subsidiaries, or (z) at the discretion of Holdings' Board of Managers, providing services to Holdings or any of its subsidiaries as an advisor or consultant. The number of the Liquidity Vested Units that are vested cannot increase after the named executive officer ceases to be an employee of, or after termination of his services to, Holdings or any of its subsidiaries. Notwithstanding the foregoing, the named executive officer shall become fully vested in his Liquidity Vested Units in the event of his death or termination due to disability.

        In the event of a Special Liquidity Event (as defined in the Class B Unit grant agreement) prior to November 13, 2012, then the vesting schedule described above is adjusted so that the Time Vested Units vest on a quarterly pro-rata basis between November 13, 2007 and November 13, 2010. Upon the consummation of a Special Liquidity Event, the amount of Time Vested Units will vest such that the total number of Time Vested Units that are vested on such date is equal to the total percentage of Time Vested Units that would be vested on such date pursuant to the adjusted vesting schedule. On each subsequent vesting date, the number of units that will vest is based upon the adjusted vesting schedule. In no event, however, will a Time Vested Unit vest later than its originally scheduled vesting date. If the executive ceases to be employed by, or provide services to, Holdings or any of its subsidiaries after a Special Liquidity Event due to his death, disability, termination by Holdings or a subsidiary without Cause or resignation for Good Reason, all of the Time Vested Units that have not yet become vested shall immediately vest. In the event of a Special Liquidity Event, the Liquidity Vested Units vest on a quarterly pro-rata basis commencing on November 13, 2010 and ending on November 13, 2012. If the executive ceases to be employed by, or provide services to, Holdings or any of its subsidiaries after a Special Liquidity Event due to his death, disability, termination by Holdings or the subsidiary without Cause or resignation for Good Reason, all of the Liquidity Vested Units that have not yet become vested shall immediately vest.

Terms of Deferred Restricted Class A Units

        The deferred restricted Class A Units held by certain named executive officers were granted pursuant to grant agreements dated December 14, 2007 between the Company and the applicable named executive officer. Except for a grant of 315,000 deferred restricted Class A Units to Mr. Anson, which vests quarterly over four years beginning on November 13, 2007, the deferred restricted Class A Units vest on a quarterly pro-rata basis over five years beginning on November 13, 2007. Upon a Liquidity Event other than an initial public offering, all outstanding and unvested deferred restricted Class A Units become fully vested immediately prior to the Liquidity Event, provided that the named executive officer is, and has been, continuously: (i) employed by the Company or any of its subsidiaries, (ii) serving as a manager or director of the Company or its subsidiaries, or (iii) at the discretion of the

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Company's Board of Directors, providing services to the Company or any of its subsidiaries as an advisor or consultant. The number of the deferred restricted Class A Units that are vested cannot increase after the named executive officer ceases to be an employee of, or after termination of his services to, the Company or any of its subsidiaries. Further, in the event the named executive officer terminates providing services to the Company and all of its subsidiaries for any reason, all unvested deferred restricted Class A Units become automatically cancelled on the date of termination. Notwithstanding the foregoing, the named executive officer shall become fully vested in his deferred restricted Class A Units in the event of his death or termination due to disability. The Company's Board of Directors also has the discretion to accelerate the vesting of the deferred restricted Class A Units based on performance.

        In connection with these deferrals, the Company established a separate notional account for each executive with respect to the deferred restricted Class A Units. The executive is entitled to receive all cash distributions paid with respect to his vested deferred restricted Class A Units credited to his notional account, payable at the time the underlying deferral is settled as described below. Any such cash distributions are notionally invested in accounts or other programs offered by the Company's Board of Directors at its discretion.

        The deferred restricted Class A Units are settled upon the earliest of: (i) a Liquidity Event other than an initial public offering, which constitutes a change in control event under Section 409A of the Internal Revenue Code, (ii) the date that is thirty days following the executive's separation from service (or, if the executive is a Key Employee as defined in Section 409A of the Internal Revenue Code, the date that is six months following the executive's separation from service), and (iii) February 15, 2013. Upon the settlement date, the executive is entitled to a distribution of the amounts credited to the executive's notional account, including all cash distributions. Notwithstanding the foregoing, if the settlement is by reason of a separation from service, then the Company may deliver a cash amount equal to the liquidation value of the deferred restricted Class A Units or the fair market value of such other securities or property. Furthermore, in lieu of delivering Class A Units or other securities or property credited to the executive's notional account, the Company or Parent, Windy City Investments, Inc., may deliver shares of stock of Parent having a fair market value of such other securities or property as of the date that such shares, securities, or property would otherwise be delivered. If the distribution is made in the form of stock of Parent (or any replacement equity) and if Holdings exists at the time of such distribution, the Company may, in its sole discretion, require the executive to agree to exchange such Parent stock (or replacement equity) after the distribution for units or nonvoting equity interests of Holdings (or replacement equity) in an amount of Class A Units (or replacement equity) with a liquidation value equal to the fair market value of Parent stock (or replacement equity) that is so exchanged.


2008 OPTION EXERCISES AND STOCK VESTED

        The following table sets forth certain information regarding the equity that vested during 2008 for the named executive officers.

 
  Stock Awards  
Name
  Number of Units Acquired
on Vesting (#)
  Value Realized
on Vesting ($)(1)
 

John P. Amboian

    7,778      

Mark J.P. Anson

    112,639     319,725  

Glenn R. Richter

    83,889     235,200  

Alan G. Berkshire

    3,889      

John L. MacCarthy

    42,800     117,600  

(1)
Reflects value of vested Class B Units and vested deferred restricted Class A Units as of December 31, 2008. No amounts were actually realized.

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2008 PENSION BENEFITS

        This table shows the present value as of December 31, 2008 of the accumulated benefits payable to each of the named executive officers who participates in the Company's Retirement Plan and Excess Benefit Plan determined using interest rates and mortality assumptions consistent with those used in the Company's financial statements. All amounts shown in the table are fully vested. The Retirement Plan was closed to new participants in 2003. Therefore, Messrs. Anson, Richter, and MacCarthy do not participate in the Retirement Plan or Excess Benefit Plan.

Name
  Plan Name(s)   Number
of Years
Credited
Service
(#)
  Present Value
of Accumulated
Benefit
($)
  Payments
During
Last Fiscal
Year
($)
 

John P. Amboian

  Retirement Plan     12.5     175,526      

  Excess Benefit Plan     12.5     277,372      

Alan G. Berkshire

  Retirement Plan     10.0     124,078      

  Excess Benefit Plan     10.0     130,926      

        Each participant's benefits under the Retirement Plan are determined under a formula that takes into account years of credited service and the participant's average monthly compensation during the five consecutive calendar years of highest annual compensation in the ten consecutive calendar years prior to retirement, less a portion of primary Social Security benefits. Compensation on which plan benefits are based includes only base salary, as shown in the "Summary Compensation Table," and not bonuses, incentive compensation, or profit-sharing plan contributions. The maximum annual benefit payable under the plan was not to exceed the lesser of $195,000 in 2008, and 100% of a participant's average aggregate compensation for the three consecutive years in which he or she received the highest aggregate compensation from the Company or such lower limit as may be imposed by the Internal Revenue Code. The plan generally provides for payments to or on behalf of each vested employee upon such employee's retirement at the normal retirement age provided under the plan or later, although provision is made for payment of early retirement benefits on a graduated reduced basis according to provisions of the plan. Normal retirement age under the plan is 65. An employee whose age and years of service add up to 90 is entitled to an unreduced pension despite not having attained normal retirement age. The plan provides for reduced retirement benefits once a participant has completed 15 or more years of continuous service with the Company and has reached at least age 55. As of December 31, 2008, Messrs. Amboian and Berkshire were not eligible for early retirement benefits under the plan.

        The Excess Benefit Plan provides certain highly compensated employees who participate in the Retirement Plan, including, but not limited to, Messrs. Amboian and Berkshire, with additional retirement income in an amount equal to the difference between (i) the benefits any such employee would have received under the Retirement Plan but for limitations in that plan on the amount of annual benefits payable pursuant to that plan and (ii) the benefits actually payable to such employee under the Retirement Plan. Effective January 1, 2009, the Excess Benefit Plan was amended to freeze participation in the plan so that no additional employees may become eligible to participate in the plan. In addition, effective January 1, 2009, the Excess Benefit Plan was amended to provide that a participant's compensation earned after December 31, 2008 that is more than $200,000 above the compensation limitation imposed by Section 401(a)(17) of the Internal Revenue Code will not be taken into account for purposes of the plan.

        Employees of certain subsidiaries of the Company are not eligible to participate in the Retirement Plan. On March 31, 2004, the Company amended the Retirement Plan such that existing participants will not accrue any new benefits under the Retirement Plan or the Excess Benefit Plan after March 31, 2014.

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2008 NON-QUALIFIED DEFERRED COMPENSATION

        The following table discloses contributions, earnings, and balances to the named executive officers who elected to defer a portion of their 2007 bonus, payable in 2008, in exchange for 50,000 fully vested deferred Class A Units as described below:

Name
  Executive
Contributions
in Last FY
($)
  Aggregate
Earnings
in Last FY
($)(1)
  Aggregate
Withdrawals/
Distributions
($)
  Aggregate
Balance at
Last FYE
($)
 

Mark J.P. Anson

    0     (353,000 )       147,000  

John L. MacCarthy

    0     (353,000 )       147,000  

(1)
This figure represents the difference between the value of the 50,000 deferred Class A Units on the date of purchase ($10.00 per unit) and the implied value of the deferred Class A Units as of December 31, 2008 ($2.94 per unit).

        Pursuant to Deferred Unit Purchase Agreements dated December 14, 2007 with the Company, Messrs. Anson and MacCarthy each elected to defer $500,000 of their 2007 bonus, payable in 2008, in exchange for 50,000 fully vested deferred Class A Units. The deferred Class A Units are expensed at the Holdings level, not at the Company level, and, therefore, these awards do not appear in the 2008 Outstanding Equity Awards at Fiscal Year-End table. As of December 31, 2008, the deferred Class A Units had an implied value of $2.94 per unit.

        In connection with these deferrals, the Company established a separate notional account for each executive with respect to the deferred Class A Units. The executive is entitled to receive all cash distributions paid with respect to the Class A Units credited to his notional account, payable at the time the underlying deferral is settled as described below. Any such cash distributions are notionally invested in accounts or other programs offered by the Company's Board of Directors at its discretion.

        The deferred Class A Units are settled upon the earliest of: (i) a Liquidity Event (as defined in the LLC Agreement) other than an initial public offering, which constitutes a change in control event under Section 409A of the Internal Revenue Code, (ii) the date that is thirty days following the executive's separation from service (or, if the executive is a Key Employee as defined in Section 409A of the Internal Revenue Code, the date that is six months following the executive's separation from service), and (iii) February 15, 2013. Upon the settlement date, the executive is entitled to a distribution of the amounts credited to the executive's notional account, including all cash distributions. Notwithstanding the foregoing, if the settlement is by reason of a separation from service, then the Company may deliver a cash amount equal to the liquidation value of the Class A Units or the fair market value of such other securities or property. Furthermore, in lieu of delivering Class A Units or other securities or property credited to the executive's notional account, the Company or Parent, Windy City Investments, Inc., may deliver shares of stock of Parent having a fair market value of such other securities or property as of the date that such shares, securities, or property would otherwise be delivered. If the distribution is made in the form of stock of Parent (or any replacement equity) and if Holdings exists at the time of such distribution, the Company may, in its sole discretion, require the executive to agree to exchange such Parent stock (or replacement equity) after the distribution for units or nonvoting equity interests of Holdings (or replacement equity) in an amount of Class A Units (or replacement equity) with a liquidation value equal to the fair market value of Parent stock (or replacement equity) that is so exchanged.

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2008 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
(LIQUIDITY EVENT)

        The following tables and the accompanying narrative show potential benefits payable to our named executive officers upon the occurrence of the events specified therein, assuming such events occurred on December 31, 2008 and excluding certain benefits generally available to all salaried employees. The amounts disclosed below reflect the aggregate potential payments under each scenario and category. Retirement benefits are shown under "2008 Pension Benefits" in the table on page 88. None of our named executive officers were eligible for retirement or early retirement as of December 31, 2008. Disability benefits of 60% of base salary and the employee's average bonus for the previous two years are generally available to all employees. There is a monthly maximum of $15,000 for such benefits. A description of the terms of the employment agreements with the named executive officers follows the tables below. For a description of the terms of the deferred restricted Class A and Class B unit awards, see "2008 Outstanding Equity Awards at Fiscal Year-End" beginning on page 85.

John P. Amboian

        The following table shows the potential payments upon termination for John Amboian, our principal executive officer, assuming such events occurred on December 31, 2008.

Executive Benefits and
Payments Upon Termination
  Involuntary Not for Cause or
Good Reason Termination
  Death   Disability  

Bonus Through Termination Date

  $ 5,203,000   $ 5,203,000   $ 5,203,000  

Severance Payment

  $ 7,000,000          

Accelerated Vesting of Equity

             

Post-termination Health Care

  $ 19,331   $ 19,331   $ 19,331  

Incremental Non-Qualified Pension

  $ 36,294          

Total:

  $ 12,258,625   $ 5,222,331   $ 5,222,331  

Mark J.P. Anson

        The following table shows the potential payments upon termination for Mark Anson, our President and Executive Director of Investment Services, assuming such events occurred on December 31, 2008.

Executive Benefits and
Payments Upon Termination
  Involuntary Not for Cause or
Good Reason Termination
  Death   Disability  

Bonus Through Termination Date

  $ 1,500,000   $ 1,500,000   $ 1,500,000  

Severance Payment

  $ 5,000,000          

Accelerated Vesting of Equity

  $ 1,047,375   $ 1,047,375   $ 1,047,375  

Post-termination Health Care

  $ 19,331   $ 19,331   $ 19,331  

Total:

  $ 7,566,706   $ 2,566,706   $ 2,566,706  

Glenn R. Richter

        The following table shows the potential payments upon termination for Glenn Richter, our principal financial officer, assuming such events occurred on December 31, 2008.

Executive Benefits and
Payments Upon Termination
  Involuntary Not for Cause or
Good Reason Termination
  Death   Disability  

Bonus Through Termination Date

  $ 1,600,000   $ 1,600,000   $ 1,600,000  

Severance Payment

  $ 1,750,000          

Accelerated Vesting of Equity

  $ 940,800   $ 940,800   $ 940,800  

Post-termination Health Care

  $ 19,331   $ 19,331   $ 19,331  

Total:

  $ 4,310,131   $ 2,560,131   $ 2,560,131  

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Alan G. Berkshire

        The following table shows the potential payments upon termination for Alan Berkshire, our Senior Executive Vice President assuming such events occurred on December 31, 2008.

Executive Benefits and
Payments Upon Termination
  Involuntary Not for Cause or
Good Reason Termination
  Death   Disability  

Bonus Through Termination Date

  $ 1,500,000   $ 1,500,000   $ 1,500,000  

Severance Payment

  $ 2,000,000          

Accelerated Vesting of Equity

             

Post-termination Health Care

  $ 19,331   $ 19,331   $ 19,331  

Total:

  $ 3,519,331   $ 1,519,331   $ 1,519,331  

John L. MacCarthy

        The following table shows the potential payments upon termination for John MacCarthy, our Senior Vice President, General Counsel and Secretary, assuming such events occurred on December 31, 2008.