8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2010

NUVEEN INVESTMENTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-11123	36-3817266
(State or other	(Commission File Number)	(IRS Employer
jurisdiction of		Identification
incorporation)		Number)

333 West Wacker Drive, Chicago, Illinois		60606
(Address of principal executive offices)	(Zip Code)

(312) 917-7700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition.

The information in Item 2.02 of this Report and the Exhibit attached hereto shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Unless otherwise indicated, the terms “we,” “us,” “our” and “Nuveen Investments” refer to Nuveen Investments, Inc. and, where appropriate, its subsidiaries.

While Nuveen Investments is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act, we are required to file, pursuant to the terms of our outstanding 10.5% Senior Notes due 2015, a copy of substantially the same quarterly financial information that would be required to be contained in a filing by us with the Securities and Exchange Commission on Form 10-Q, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In order to satisfy our contractual obligations under the notes, we are publishing our unaudited consolidated balance sheets as of March 31, 2010 and December 31, 2009, unaudited consolidated statements of income for the three-month periods ended March 31, 2010 and 2009, unaudited consolidated statements of changes in shareholders’ equity for the three-month period ended March 31, 2010, and unaudited consolidated statements of cash flows for the three-month periods ended March 31, 2010 and 2009 (collectively, the “Consolidated Financial Statements”) via this Report on Form 8-K. The Consolidated Financial Statements and notes thereto are attached hereto as Exhibit 99.1.

In addition, set forth below is our Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three-month periods ended March 31, 2010 and 2009, which should be read in conjunction with the Consolidated Financial Statements and related notes, as well as a discussion of Quantitative and Qualitative Disclosures About Market Risks.

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 filed with this Form 8-K as Exhibit 99.1, including the notes thereto. 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 “Forward-Looking Information and Risks” below. 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 risk and uncertainties described in “Forward-Looking Information and Risks” 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 revenue generally will increase with a rise in the level of assets under management. Assets

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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 or mutual fund redemptions 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 hedge 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 are 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 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 worked on various forms of debt and equity financing designed to redeem all of the approximately $15 billion of ARPS issued by our closed-end funds. As of March 31, 2010, the Nuveen funds have completed the redemption of approximately $8.7 billion of ARPS issued by them. However, as we previously disclosed 26 Nuveen leveraged closed end funds recently received demand letters from a law firm representing common shareholders of such funds, alleging that the funds’ adviser, Nuveen Asset Management, and the funds’ officers and Board of Directors breached their fiduciary duties in connection with the redemption at par of the funds’ ARPS. The funds’ independent board of directors is evaluating the demand letters and has deferred consideration of further refinancings of ARPS while the evaluation process moves forward. If the Nuveen funds are unable to redeem their remaining outstanding ARPS, we do not expect this failure to have a direct adverse impact on the financial position, operating results or liquidity of Nuveen Investments because ARPS are obligations of the Nuveen funds and neither Nuveen Investments nor the Nuveen funds are contractually obligated to redeem, or provide liquidity to redeem, ARPS. However, Nuveen Investments continues to believe that the refinancings have been in the best interests of the funds’ common and preferred shareholders, and hopes that the ARPS refinancings will resume soon. Any future redemptions 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.

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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 “MDP transaction”). The transaction closed on November 13, 2007.

Recent Events

In June 2009, the Financial Accounting Standards Board (“FASB”) issued guidance which amends the criteria for determining whether the consolidation of a variable interest entity (“VIE”) is required (ASC Codification Topic 810). A variable interest entity is a term used by FASB to refer to an entity (the investee) in which the investor holds a controlling interest which is not based on the majority of voting rights. The importance of identifying a VIE is that companies need to consolidate such entities if they are the primary beneficiary of the VIE.

The new accounting guidance for VIEs changes the approach for determining the primary beneficiary of a VIE from a quantitative risk and reward model to a qualitative model based on control and economics. The new accounting guidance for VIEs was effective for the Company on January 1, 2010, and is being applied prospectively.

Symphony Asset Management, LLC (“Symphony”), one of our subsidiaries, acts as a collateral manager for several collateralized loan and debt obligations (“CLOs” and “CDOs”). Under U.S. GAAP, these CLOs and CDOs are considered VIEs. Under the provisions of ASC Topic 810, we have determined that we are required to consolidate these CLOs and CDOs. (See Note 2, “Consolidated Variable Interest Entities,” to our Consolidated Financial Statements attached hereto as Exhibit 99.1 for additional detail).

As we did not elect to apply the provisions of ASC 810 for VIEs retrospectively, our financial statements as of March 31, 2010 and for the three months ended March 31, 2010 include nine newly consolidated entities which are not included in our consolidated balance sheet as of December 31, 2009, nor in our consolidated statement of income for the three months ended March 31, 2009. (See Note 2, “Consolidated Variable Interest Entities,” to our Consolidated Financial Statements attached hereto as Exhibit 99.1 for additional information, including basis of assets and liabilities for newly consolidated entities).

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Summary of Operating Results

The table presented below highlights the results of our operations for the three-month periods ended March 31, 2010 and 2009:

Financial Results Summary
Company Operating Statistics
(dollars in millions)

	Quarter Ended March 31,
	2010	2009	% change
Gross sales of investment products	$7,262	$5,537	31%
Net flows of investment products	1,339	(1,811)	174
Assets under management (1)	150,102	115,334	30
Operating revenues	176.9	147.2	20
Operating expenses	140.4	117.8	19
Other income/(expense)	5.3	0.8	+++
Other income/(expense) – VIE’s	54.7	13.8	+++
Net interest expense	78.0	69.4	12
Net interest income – VIE’s	29.3	5.1	+++
Income tax expense/(benefit)	(13.5)	(14.4)	(6)
Noncontrolling interest net income/(loss)	71.0	0.3	+++
Net loss attributable to Nuveen	(9.7)	(6.1)	(49)

(1) At period end.

Results of Operations

The following discussion and analysis contains important information that should be helpful in evaluating our results of operations and financial condition, and should be read in conjunction with the Consolidated Financial Statements and related notes.

Gross sales of investment products (which include new managed accounts, deposits into existing managed accounts and the sale of open-end and closed-end fund shares) for the three-month periods ended March 31, 2010 and 2009 are shown below:

Gross Investment Product Sales
(in millions)

	Quarter Ended March 31,
	2010		2009
Closed-End Funds	$	186	$	166
Mutual Funds		2,225		1,339
Retail Managed Accounts		2,044		2,270
Institutional Managed Accounts		2,807		1,762
Total	$	7,262	$	5,537

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First quarter gross sales were up $1.7 billion, or 31%, versus sales in the first quarter of the prior year. During the first quarter of the current year we completed the initial public offering of the Nuveen Mortgage Opportunity Term Fund 2, raising approximately $110 million in the common share offering. Mutual fund sales increased 66% versus sales in the same quarter of the prior year. This increase was driven by a 52% increase in municipal fund sales and an 83% increase in international/global value fund sales. Retail managed account sales declined 10% for the period, driven mainly by a decline in taxable fixed-income account sales. Partially offsetting this decline was an increase in growth account sales for the quarter. Institutional managed account sales were up $1.0 billion, or 59%, versus sales in the first quarter of the prior year, primarily due to a $0.7 billion increase in international value account sales for the quarter.

Net flows of investment products for the three-month periods ended March 31, 2010 and 2009 are shown below:

Net Flows
(in millions)

	Quarter Ended March 31,
	2010			2009
Closed-End Funds	$	190		$	(632	)
Mutual Funds		1,024			303
Retail Managed Accounts		(97	)		(1,770	)
Institutional Managed Accounts		222			288
Total	$	1,339		$	(1,811	)

Net flows of $1.3 billion for the period represented a substantial increase versus outflows of $1.8 billion in the same quarter of the prior year. Net flows into closed-end funds increased for the quarter as a result of the new closed-end fund offering in the first quarter of the year. During the first quarter of the prior year we experienced outflows on closed-end funds as market depreciation caused several funds to reduce leverage in order to stay within internal operating leverage ratio bands. Mutual fund net flows increased approximately $0.7 billion, as a result of the increase in municipal flows for the period. Although retail managed accounts experienced slight outflows for the quarter, this was a substantial improvement versus outflows of $1.8 billion in the same quarter of the previous year. This improvement was seen across nearly all of our investment styles and was mainly the result of a reduction in redemptions. Institutional managed account flows were fairly consistent with flows in the prior year.

The following table summarizes net assets under management:

Net Assets Under Management
(in millions)

	March 31,		December 31,		March 31,
	2010		2009		2009
Closed-End Funds	$	46,634	$	45,985	$	39,570
Mutual Funds		22,781		21,370		15,264
Retail Managed Accounts		39,575		38,481		31,642
Institutional Managed Accounts		41,112		38,960		28,858
Total	$	150,102	$	144,796	$	115,334

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Assets under management ended the quarter at just over $150 billion, an increase of 30% versus assets under management at the end of the first quarter of 2009 and an increase of 4% versus assets under management at the end of the prior year. At March 31, 2010, 46% of our assets were in municipal portfolios, 45% in equity portfolios and 9% in taxable income portfolios. At March 31, 2009, 52% of our assets were in municipal portfolios, 40% in equity portfolios and 8% in taxable income portfolios.

The following table presents the component changes in our assets under management for the three-month periods ended March 31, 2010 and 2009:

Change in Net Assets Under Management
(in millions)

	Quarter Ended March 31,
	2010			2009
Gross Sales	$	7,262		$	5,537
Reinvested Dividends		93			70
Redemptions		(6,016	)		(7,418	)
Net Flows		1,339			(1,811	)
Appreciation/(Depreciation)		3,967			(2,078	)
Increase/(Decrease) in Assets	$	5,306		$	(3,889	)

Assets rose $5.3 billion during the first quarter as a result of both net inflows and market appreciation for the period. Market movement during the quarter was comprised of $3.0 billion of equity, $0.6 billion of taxable fixed-income, and $0.4 billion of municipal market appreciation.

Investment advisory fee income, net of sub-advisory fees and expense reimbursements, is shown in the following table:

Investment Advisory Fees ⁽¹⁾
(in thousands)

	Quarter Ended March 31,
	2010		2009
Closed-End Funds	$	65,904	$	54,846
Mutual Funds		30,661		20,292
Managed Accounts		79,107		65,391
Total	$	175,672	$	140,529

⁽¹⁾ Sub-advisory fee expense for the three-month periods ended March 31, 2010 and 2009 was $5.6 million and $3.4 million, respectively.

Advisory fees of $175.7 million for the quarter were up $35.1 million, or 25%, from 2009. Advisory fees were up across all categories driven by higher asset levels, mainly as the result of significant market appreciation. Closed-end fund advisory fees were up $11.1 million, or 20%, from 2009. Advisory fees on mutual funds were up $10.4 million, or 51%, from 2009 and managed account advisory fees were up $13.7 million, or 21%.

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Product distribution revenue for the three-month periods ended March 31, 2010 and 2009 is shown in the following table:

Product Distribution
(in thousands)

	Quarter Ended March 31,
	2010			2009
Closed-End Funds	$	261		$	196
Muni/Fund Preferred®		98			733
Mutual Funds		(129	)		40
Total	$	230		$	969

Product distribution revenue declined for the quarter 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 $0.2 million driven mainly by an increase in commissions paid to third party distribution firms on large dollar value sales.

Performance Fees/Other Revenue

Performance fees/other revenue consists 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. Performance fees for the first quarter of 2010 were $0.3 million, down from $5.0 million in the first quarter of 2009 as a result of a decline in performance fees on international accounts.

Operating Expenses

The following table summarizes operating expenses for the three-month periods ended March 31, 2010 and 2009:

Operating Expenses
(dollars in thousands)

	Quarter Ended March 31,
	2010		2009
Compensation and benefits	$	81,037	$	69,426
Severance		6,037		75
Advertising and promotional costs		3,235		2,424
Occupancy and equipment costs		8,531		7,937
Amortization of intangible assets		17,545		16,210
Travel and entertainment		2,627		2,456
Outside and professional services		12,344		9,897
Other operating expenses		9,068		9,369
Total	$	140,424	$	117,794

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Compensation and Benefits

Compensation and related benefits increased $11.6 million during the first quarter mainly as a result of an increase in incentive compensation. Base compensation and benefits declined slightly versus the prior year as a result of restructuring initiatives undertaken in the prior year.

Occupancy and Equipment Costs

Occupancy and equipment costs increased $0.6 million as a result of an increase in depreciation expense.

Amortization of Intangible Assets

Amortization of intangible assets increased as a result of the finalization of the Winslow Capital Management intangible valuation in the fourth quarter of 2009.

Outside and Professional Services

Outside and professional services expense increased $2.4 million for the first quarter 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.

All Other Operating Expenses

All other operating expenses, including severance, advertising and promotional costs, travel and entertainment, structuring fees, fund organization costs and other expenses increased approximately $6.6 million for the first quarter driven mainly by an increase in severance expense for the quarter.

Other Income/(Expense)

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

The following is a summary of other income/(expense) for the three-month periods ended March 31, 2010 and 2009:

Other Income/(Expense)
(in thousands)

	Quarter Ended March 31,
	2010			2009
Gains/(Losses) on Investments	$	5,560		$	(3,537	)
Gains/(Losses) on Fixed Assets		(53	)		(1	)
Miscellaneous Income/(Expense)		(244	)		4,291
Total	$	5,263		$	753

Included in gains/(losses) on investments in the first quarter of 2010 is $2.3 million of unrealized mark-to-market gains on derivative transactions entered into as a result of the MDP transaction. During the first quarter of 2009 there was a $3.2 million unrealized mark-to-market loss on these derivatives. During the first quarter of 2009, we recorded a $4.3 million gain on the early retirement of debt.

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Other Income/(Expense) – VIE’s

Other income from consolidated variable interest entities increased from $13.8 million in the first quarter of 2009 to $54.7 million in the first quarter of 2010 driven by the consolidation of the new variable interest entities in the first quarter of 2010.

Net Interest Expense

The following is a summary of net interest expense for the three-month periods ended March 31, 2010 and 2009:

Net Interest Expense
(in thousands)

	Quarter Ended March 31,
	2010			2009
Dividend and Interest Revenue	$	1,613		$	1,228
Interest Expense		(79,590	)		(70,589	)
Total	$	(77,977	)	$	(69,361	)

Net interest expense increased $8.6 million in the first quarter due to an increase in overall outstanding debt.

Net Interest Income – VIE’s

Net interest income from consolidated variable interest entities increased from $5.1 million in the first quarter of 2009 to $29.3 million in the first quarter of 2010 driven by the consolidation of the new variable interest entities in the first quarter of 2010.

Recent Updates to Authoritative Accounting Literature

As discussed in “Recent Events”, in June 2009, the FASB issued guidance which amends the criteria for determining whether the consolidation of a VIE is required. As a result of this new guidance, which is effective for the Company as of January 1, 2010, nine newly consolidated variable interest entities are included in the Company’s consolidated balance sheet as of March 31, 2010 and our consolidated statement of income for the three-months ended March 31, 2010.

Another recent update to authoritative accounting literature, Accounting Standards Update (“ASU”) “Fair Value Measurements and Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements” (“ASU 820”) was issued by the FASB in January 2010 and which amends ASC 820-10. This ASU requires new disclosures: (i) of significant transfers in and out of Levels 1 and 2 with reasons for the transfers; and (ii) activity in Level 3 fair value measurements, includes purchases, sales, issuances, and settlements on a gross basis. In addition, the reporting entity should provide fair value measurement disclosures for each class of assets and liabilities, and disclosures about inputs and valuation techniques used to measure fair value of both recurring and nonrecurring fair value measurements. This ASU includes conforming amendments to the guidance on employers’ disclosures about postretirement benefit plan assets (ASC 715-20). These amendments change the terminology from major categories of assets to classes of assets and provide a cross reference to ASC 820-10 on how to determine appropriate class to present fair value disclosures. This ASU is effective for interim and annual periods beginning after December 15, 2009, except disclosures about purchases, sales, issuances and settlements in the roll forward of Level 3 fair value measurements, which are effective for fiscal years beginning after December

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15, 2010 and interim periods within those years. This ASU requires additional disclosures which will not have an impact on the Company’s results of operations or assets.

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 transaction, we significantly increased our level of debt. As of March 31, 2010, we had approximately $3.9 billion in aggregate principal amount of indebtedness outstanding and have limited additional existing borrowing capacity.

During July 2009, we obtained a new $450 million six-year, second-lien term loan facility with a fixed interest rate of 12.5%. A fee of 10% of the principal amount of the new term loans was paid ratably to the new lenders. The new term loans were made under our amended senior secured credit facility described below. We have escrowed proceeds from our new term loans to retire our 5% senior unsecured notes due 2010 (discussed below) at maturity. The remaining net proceeds from the new term loans were used to pay down a portion of our existing $2.3 billion first-lien term loans. During August 2009, we elected to borrow an additional $50 million under this second-lien term loan facility. A fee of 7% of the principal amount of these new term loans was paid ratably to the new lenders. The net proceeds from these new term loans were used to pay down a portion of our existing $2.3 billion first-lien term loans.

Senior Secured Credit Facilities

In connection with the MDP transaction, 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 MDP transaction, 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 MDP transaction. 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.

All borrowings under our senior secured credit facilities, other than the new term loans made in July and August 2009 described above (the “Additional Term Loans”), 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. The Additional Term Loans bear interest at a rate per annum of 12.50%.

All obligations under our senior secured credit facilities are guaranteed by the 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 present and future assets of Nuveen Investments and each guarantor, except that the Additional Term Loans are secured by the same capital stock and assets on a second-lien basis.

The first-lien term loan facility matures on November 13, 2014 and the revolving credit facility matures on November 13, 2013. The Additional Term Loans mature July 31, 2015.

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We were required to make quarterly payments under the term loan facility in the amount of approximately $5.8 million. We used a portion of the Additional Term Loans to prepay these quarterly payments. Our senior secured credit facilities permit all or any portion of the loans outstanding thereunder to be prepaid at par, except that the Additional Term Loans may only be voluntarily prepaid with specified premiums prior to July 31, 2014.

Our senior secured credit facilities contain a number of covenants that, among other things, limit or restrict our ability to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make dividends and other 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 maintenance covenant that will prohibit us from exceeding a specified ratio of (1) funded senior secured indebtedness less unrestricted cash and cash equivalents to (2) consolidated adjusted 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.

Notes

Also in connection with the MDP transaction, we issued $785 million of 10.5% senior notes. The 10.5% senior 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. We received approximately $758.9 million in net proceeds from the issuance of the 10.5% senior notes after underwriting commissions and structuring fees. The net proceeds were used as part of the financing that was used to consummate the MDP transaction. From time to time, we may, in compliance with the covenants under our senior secured credit facilities and the indenture for the 10.5% senior notes, redeem, repurchase or otherwise acquire for value the 10.5% senior notes.

Obligations under the 10.5% senior notes are guaranteed by the 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.

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%, also payable semi-annually on March 15 and September 15 of each year. The net proceeds from the notes were used to finance outstanding debt. The costs related to the issuance of the senior unsecured notes were capitalized and are being amortized to expense over their respective terms. From time to time we may, in compliance with the covenants under our senior secured credit facilities and the indentures for the 10.5% senior notes and these notes, redeem, repurchase or otherwise acquire for value these 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 2009, we retired additional amounts of the 5% senior term notes due September 15, 2010. As of December 31, 2009, $26.4 million was paid in cash and $3.0 million was accrued to be paid on January 4,

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2010 for a repurchase transaction with a December 29, 2009 trade date and a January 4, 2010 settlement date. Of the total $29.4 million in total cash paid by January 4, 2010, approximately $0.3 million was for accrued interest, with the remaining $29.1 million for principal representing $33.5 million in par. We recorded a $4.4 million gain on early extinguishment of debt in connection with these repurchase transactions. This gain is reflected in “Other Income/(Expense)” on our consolidated statement of income for the year ended December 31, 2009.

During the first quarter of 2010, we repurchased $52.4 million (par value) of our $250 million 5-year notes. Of the $53.3 million in total cash paid, approximately $0.7 million was for accrued interest, with the remaining amount for principal. As a result, we recorded a $0.3 million loss on the early extinguishment of debt. This loss is reflected in “Other Income/(Expense)” on our consolidated statement of income for the three-months ending March 31, 2010.

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, our ability to continue to fund these items, to service debt and to maintain compliance with covenants in our debt agreements 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 November 2013. On April 1, 2009, Moody’s Investors Service lowered our corporate family rating to Caa1, the rating for our senior secured credit facilities to B3, and the rating for our senior unsecured notes to Caa3. In addition, on April 1, 2009, Standard and Poor’s Ratings Services lowered our local currency long-term counterparty credit rating to B-. While these ratings downgrades have not affected our financial condition, results of operations or liquidity, they could make it more difficult for us to obtain financing in the future. In the event that we are unable to repay any of our outstanding indebtedness as it becomes due, we might need to explore alternative strategies for funding, such as selling assets, refinancing or restructuring our indebtedness or selling equity capital. However, securing alternative sources of funding, however, may not be feasible which could result in further adverse effects on our financial condition.

Our senior secured credit facilities include a financial maintenance covenant requiring us to maintain a maximum ratio of net senior secured indebtedness to adjusted EBITDA (as defined in the credit agreement). As of March 31, 2010, this maximum ratio was 6.00:1.00. As of March 31, 2010, we were in compliance with this covenant, as our actual ratio of senior secured indebtedness to adjusted EBITDA (as defined in the credit agreement) was 4.73:1.00 based on $1.9 billion of senior secured indebtedness and adjusted EBITDA (as defined in the credit agreement) of $401.3 million. In addition, as of March 31, 2010, we were in compliance with all other covenants and other restrictions under our debt agreements.

Equity

As part of the NWQ acquisition, key individuals of NWQ purchased a non-controlling, member interest in NWQ Investment Management Company, LLC. This purchase allowed management to participate in profits of NWQ above specified levels beginning January 1, 2003. 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.

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

12

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 vested 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 2009, 2008 and 2007, we recorded approximately $38 thousand, $0.2 million and $2.9 million, respectively, of income attributable to these non-controlling interests. Beginning in 2008 and continuing through 2012, we have the right to acquire the Units of the non-controlling members. During 2008, we exercised our right to call 100% of the Class 2 Units. During the first quarter of 2010, we exercised our right to call 100% of the Class 5 Units.

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 the three months ended March 31, 2010 and 2009, we recorded approximately $0.5 million and $0.3 million, respectively, of income attributable to these non-controlling interests. Beginning in 2008 and continuing through 2012, we have the right to acquire the Interests of the non-controlling members. During the first quarter of 2008, we exercised our right to call all of the Class 7 Interests. During the first quarter of 2009, we exercised our right to call all the Class 8 Interests. During the first quarter of 2010, we exercised our right to call all of the Class 9 Interests.

Broker/Dealer

Our broker-dealer subsidiary is subject to requirements of the Securities and Exchange Commission relating to liquidity and capital standards. (See Note 5, “Net Capital Requirement,” to our Consolidated Financial Statements attached hereto as Exhibit 99.1”).

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.

Forward-Looking Information and Risks

From time to time, information we provide or information included in our filings with the SEC (including Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 8-K and the notes to the Consolidated Financial Statements) may contain statements that are not historical facts, but are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. 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 discussed below and elsewhere in this report. 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.

13

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: (1) the adverse effects of declines in securities markets and/or poor investment performance by us; (2) adverse effects of 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; (3) 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; (4) the effects of the substantial competition that we face in the investment management business; (5) a change in our asset mix to lower revenue generating assets; (6) a loss of key employees; (7) 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 auction rate preferred stock (“ARPS”) issued by our closed-end funds (which has resulted in a loss of liquidity for the holders of these ARPS) and our and the funds’ 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, including the potential FINRA disciplinary action with respect to ARPS discussed in our 2009 Form 10-K; (8) a decline in the market for closed-end funds, mutual funds and managed accounts; (9) our failure to comply with various government regulations, including federal and state securities laws, and the rules of FINRA; (10) the impact of changes in tax rates and regulations; (11) developments in litigation involving the securities industry or us; (12) 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; (13) adverse public disclosure, failure to follow client guidelines and other matters that could harm our reputation; (14) the effect on us of increased leverage as a result of our incurrence of additional indebtedness in connection with the MDP Transactions and the Additional Term Loans issued by us in July and August 2009, 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; (15) future acquisitions that are not profitable for us; (16) the impact of accounting pronouncements; and (17) any failure of our operating personnel and systems to perform effectively.

14

Part I. FINANCIAL INFORMATION

Item 3. Quantitative and Qualitative Disclosures About Market Risk

March 31, 2010

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 the 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, 2010, the aggregate principal amount of our indebtedness (excluding the debt of the consolidated variable interest entities) was approximately $3.9 billion, of which approximately $2.3 billion is variable rate debt and approximately $1.7 billion is fixed rate debt. For our variable rate debt, we estimate that a 100 basis point (one percentage point) increase in variable interest rates would have resulted in a $23.4 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, 2010. A change in interest rates would have no impact on interest incurred on our fixed rate debt or cash flow, but would have 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, 2010 would result in a net decrease in the fair value of our fixed debt of approximately $61.7 million.

The variable nature of our obligations under the senior secured facilities creates interest rate risk. In order to mitigate this risk, we entered into certain derivative transactions that effectively converted the Company’s variable rate debt arising from the MDP transaction into fixed-rate borrowings (collectively, the “New Debt Derivatives”). As some of these derivative transactions matured, we have occasionally entered into new, similar transactions in order to continue to mitigate interest rate exposure on the variable rate debt. At March 31, 2010, these derivative transactions were comprised of eight interest rate swaps with a notional value totaling $1.2 billion. These derivatives were not accounted for as hedges for accounting purposes. For additional information, see Note 8, “Derivative Financial Instruments” of the accompanying consolidated financial statements. At March 31, 2010, the fair value of the New Debt Derivatives was a net liability of $60.7 million, of which $15.1 million is reflected in “Short-Term Obligations” and $45.6 million is reflected in “Long-Term Obligations.” We estimate that a 100 basis point change in interest rates would have a $17.0 million impact on the fair value of the New Debt Derivatives.

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 $42.7 million (which excludes consolidated VIEs) at March 31, 2010. We estimate that a 100 basis point increase in interest rates from the levels at March 31, 2010 would result in a net decrease of approximately $6.3 million in the fair value of the fixed-income investments at March 31, 2010. 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.

15

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 $120.7 million at March 31, 2010. We estimate that a 10% adverse change in equity prices would result in a $12.1 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.

16

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Consolidated Financial Statements of Nuveen Investments, Inc. and its subsidiaries for the three months ended March 31, 2010 and 2009.

17

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 17, 2010	NUVEEN INVESTMENTS, INC.
	By:	/s/ John L. MacCarthy
	Name: John L. MacCarthy
	Title: Executive Vice President

18

EXHIBIT INDEX

Exhibit No.	Description
99.1	Consolidated Financial Statements of Nuveen Investments, Inc. and its subsidiaries for the three months ended March 31, 2010 and 2009.

19

EX-99.1

EXHIBIT 99.1

NUVEEN INVESTMENTS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Consolidated Balance Sheets (Unaudited), March 31, 2010 and December 31, 2009		2
Consolidated Statements of Income (Unaudited), Three Months Ended March 31, 2010 and 2009		3
Consolidated Statement of Changes in Shareholders’ Equity (Unaudited), Three Months Ended March 31, 2010		4
Consolidated Statements of Cash Flows (Unaudited), Three Months Ended March 31, 2010 and 2009		5
Notes to Consolidated Financial Statements (Unaudited)		6

NUVEEN INVESTMENTS, INC. & SUBSIDIARIES
Consolidated Balance Sheets
Unaudited
(in thousands)

	March 31,			December 31,
	2010			2009
ASSETS
Cash and cash equivalents	$	256,735		$	290,085
Cash and cash equivalents - consolidated variable interest entities		454,722			20,334
Restricted cash for debt retirement		146,383			201,745
Management and distribution fees receivable		102,929			109,824
Other receivables		18,782			18,532
Other receivables - consolidated variable interest entities		37,569			11,947
Furniture, equipment, and leasehold improvements, at cost less accumulated depreciation and amortization of $65,845 and $62,518, respectively		53,383			55,268
Investments		181,637			184,109
Investments - consolidated variable interest entities		3,427,553			369,583
Goodwill		2,241,770			2,239,351
Intangible assets, at cost less accumulated amortization of $160,757 and $143,212, respectively		3,106,743			3,124,288
Current taxes receivable		—			8
Other assets		33,189			25,839
Other assets - consolidated variable interest entities		3,295			3,290
Total assets	$	10,064,690		$	6,654,203
LIABILITIES AND EQUITY
Short-term obligations:
Debt	$	146,225		$	198,417
Current taxes payable		141			—
Accounts payable		17,428			16,809
Accrued compensation and other expenses		141,461			142,824
Fair value of open derivatives		15,089			19,885
Other short-term liabilities		7,018			10,537
Other short-term liabilities - consolidated variable interest entities		133,511			25,611
Total short-term obligations		460,873			414,083
Long-term obligations:
Debt	$	3,790,990		$	3,786,414
Debt- consolidated variable interest entities		3,624,125			402,748
Fair value of open derivatives		45,562			43,047
Deferred income tax liability, net		1,000,854			1,014,805
Other long-term liabilities		24,566			24,046
Total long-term obligations		8,486,097			5,271,060
Total liabilities		8,946,970			5,685,143
Equity:
Nuveen Investments shareholders’ equity:
Additional paid-in capital		2,856,996			2,855,934
Retained earnings/ (deficit)		(1,931,961	)		(1,920,815	)
Appropriated retained earnings of consolidated variable interest entities		172,093			—
Accumulated other comprehensive income/(loss)		10,074			9,798
Total Nuveen Investments shareholders’ equity		1,107,202			944,917
Noncontrolling interest		10,518			24,143
Total equity		1,117,720			969,060
Total liabilities and equity	$	10,064,690		$	6,654,203

See accompanying notes to consolidated financial statements.

2

NUVEEN INVESTMENTS, INC. & SUBSIDIARIES
Consolidated Statements of Income
Unaudited
(in thousands)

	Three Months Ended
	March 31,
	2010			2009
Operating revenues:
Investment advisory fees from assets under management	$	175,672		$	140,529
Product distribution		230			969
Performance fees / other revenue		1,019			5,735
Total operating revenues		176,921			147,233
Operating expenses:
Compensation and benefits		81,037			69,426
Severance		6,037			75
Advertising and promotional costs		3,235			2,424
Occupancy and equipment costs		8,531			7,937
Amortization of intangible assets		17,545			16,210
Travel and entertainment		2,627			2,456
Outside and professional services		12,344			9,897
Other operating expenses		9,068			9,369
Total operating expenses		140,424			117,794
Other income/(expense)		5,263			753
Other income/(expense) - consolidated variable interest entities		54,693			13,835
Total other income/(expense)		59,956			14,588
Net interest expense		(77,977	)		(69,361	)
Net interest income/(expense) - consolidated variable interest entities		29,311			5,125
Total net interest income/(expense)		(48,666	)		(64,236	)
Income/(loss) before taxes		47,787			(20,209	)
Income tax benefit		(13,495	)		(14,414	)
Net income/(loss)		61,282			(5,795	)
Less: net income/(loss) attributable to the noncontrolling interests		70,977			304
Net loss attributable to Nuveen Investments	$	(9,695	)	$	(6,099	)

See accompanying notes to consolidated financial statements.

3

NUVEEN INVESTMENTS, INC. & SUBSIDIARIES
Consolidated Statement of Changes in Shareholders’ Equity
Unaudited
(in thousands)

	Nuveen Investments, Inc. & Subsidiaries
									Accumulated
	Additional			Retained			Appropriated		Other
	Paid-In			Earnings/			Retained Earnings		Comprehensive			Noncontrolling
	Capital			(Deficit)			VIE’s		Income/(Loss)			Interests			Total
Balance at December 31, 2009	$	2,855,934			(1,920,815	)		—		9,798			24,143		$	969,060
Change in accounting principle, net of tax		—			(1,002	)		101,593		(2,550	)		—			98,041
Net income/(loss)					(9,695	)		70,500					477			61,282
Cash dividends paid					(449	)										(449	)
Amortization of deferred and restricted class A units		891														891
Conversion of right to receive class A units into class A units		(4	)													(4	)
Vested value of class B units		4,940														4,940
Amortization of equity interests													466			466
Other comprehensive income										2,826						2,826
Purchase of and other changes to noncontrolling interests		(4,765	)					—					(14,568	)		(19,333	)
Balance at March 31, 2010	$	2,856,996			(1,931,961	)		172,093		10,074			10,518		$	1,117,720

	Three Months
Comprehensive Income/(Loss) (in 000s):	Ending 3/31/010
Net income	$	61,282
Other comprehensive income/(loss):
Unrealized gains/(losses) on marketable equity securities, net of tax		4,004
Reclassification adjustments for realized (gains)/losses		(1,249	)
Funded status of retirement plans, net of tax		74
Foreign currency translation adjustment		(3	)
Subtotal: other comprehensive income/(loss)		2,826
Comprehensive income		64,108
Less: net income attributable to noncontrolling interests		70,977
Comprehensive loss attributable to Nuveen Investments	$	(6,869	)

See accompanying notes to consolidated financial statements.

4

NUVEEN INVESTMENTS, INC. & SUBSIDIARIES
Consolidated Statements of Cash Flows
Unaudited
(in thousands)

	Three Months Ended March 31,
	2010			2009
Cash flows from operating activities:
Net income/(loss)	$	61,282		$	(5,795	)
Adjustments to reconcile net income/(loss) to net cash provided by/ (used in) operating activities:
Net (income)/loss attributable to noncontrolling interests		(70,977	)		(304	)
Net (income)/loss attributable to other consolidated variable interest entities		(13,503	)		(18,960	)
Deferred income taxes		(13,536	)		(14,439	)
Depreciation of office property, equipment and leaseholds		3,982			3,184
Loss on sale of fixed assets		53			1
Realized (gains)/losses from available-for-sale investments		(2,461	)		13
Unrealized (gains)/losses on derivatives		(2,281	)		3,202
Amortization of intangible assets		17,545			16,210
Amortization of debt related items, net		4,673			2,394
Compensation expense for equity plans		6,297			9,284
Compensation expense for mutual fund incentive program		13,434			—
Net loss/(gain) on early retirement of Senior Unsecured Notes- 5% of 2010		293			(4,291	)
Net (increase) decrease in assets:
Management and distribution fees receivable		6,895			13,433
Other receivables		(250	)		(9,618	)
Current taxes receivable		150			(22	)
Other assets		(7,350	)		3,410
Net increase (decrease) in liabilities:
Accrued compensation and other expenses		(13,740	)		(76,199	)
Accounts payable		619			(854	)
Other liabilities		(3,216	)		(8,248	)
Other		(744	)		9
Net cash used in operating activities		(12,835	)		(87,590	)
Cash flows from financing activities:
Repayment of notes payable		—			(5,788	)
Net change in restricted cash: escrow for Senior Notes due 2010		55,362			—
Early retirement of Senior Unsecured Notes- 5% of 2010		(52,581	)		(5,178	)
Purchase of noncontrolling interests		(17,871	)		(18,132	)
Payment of income allocation to noncontrolling interests		(1,462	)		(1,818	)
Undistributed income allocation for noncontrolling interests		477			304
Dividends paid		(449	)		(80	)
Conversion of right to receive class A units into class A units		(4	)		(280	)
Net cash used in financing activities		(16,528	)		(30,972	)
Cash flows from investing activities:
Winslow acquisition		—			(97	)
HydePark acquisition		(1,210	)		—
Purchase of office property and equipment		(2,160	)		(1,975	)
Proceeds from sales of investment securities		1,627			1,050
Purchases of investment securities		(251	)		(12,861	)
Purchase of securities for mutual fund incentive program		(2,000	)		—
Net change in consolidated funds		(106,929	)		(3,169	)
Other		10			—
Net cash used in investing activities		(110,913	)		(17,052	)
Effect of exchange rates on cash and cash equivalents		(3	)		(3	)
Decrease in cash and cash equivalents		(140,279	)		(135,617	)
Cash and cash equivalents:
Beginning of year		310,419			467,136
Cash of variable interest entities consolidated on January 1, 2010		541,317			—
End of period	$	711,457		$	331,519
Supplemental Information:
Taxes Paid	$	—		$	46
Interest Paid, excluding variable interest entities	$	47,147		$	62,157

See accompanying notes to consolidated financial statements.

5

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2010

Note 1 Basis of Presentation

The unaudited consolidated financial statements presented herein include the accounts of Nuveen Investments, Inc. (the “Company”), its majority-owned subsidiaries, and certain funds which the Company is required to consolidate (further described below), and have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification^TM (the “Codification” or “ASC”) is the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities.

The unaudited consolidated financial statements presented herein should be read in conjunction with the Company’s 2009 audited consolidated financial statements and related notes included in Form 10-K.

These financial statements rely, in part, on estimates. Actual results could differ from these estimates. In the opinion of management, all necessary adjustments (consisting of normal, recurring accruals) have been reflected for a fair presentation of the results of operations, financial position and cash flows in the accompanying unaudited consolidated financial statements. The results for the period are not necessarily indicative of the results to be expected for the entire year.

Revisions to Previously Filed Consolidated Financial Statements

Certain of the Company’s previous consolidated financial statements have been revised. To assess the materiality with respect to these revisions, the Company applied the concepts set forth in Staff Accounting Bulletin 99, “Materiality,” and determined that the revision made to both the annual and the interim 2009 consolidated financial statements was immaterial. Accordingly, the accompanying consolidated financial statements have been revised to reflect the revision described below, which did not impact total equity, net income/(loss), cash flow or compliance with debt covenants.

Presentation of Net Income Attributable to Noncontrolling Interests

Symphony CLO V, Ltd. (“Symphony CLO V”) is a Cayman Islands exempted company incorporated with limited liability on February 27, 2007, which commenced operations on December 13, 2007. Although the Company does not directly hold any ownership interest in Symphony CLO V, because a related party is considered the primary beneficiary of Symphony CLO V, the Company has been treating variable interests in Symphony CLO V as its own and has been consolidating this fund into its financial statements. As we have no ownership interest in this CLO investment vehicle, in previous consolidated financial statements, all gains and losses from Symphony CLO V were recorded in our financial statements as attributable to other investors through net income/(loss) attributable to non-controlling interests.

In connection with the Company’s implementation of ASC 810 for Variable Interest Entities (“VIEs”), the Company determined that the income attributable to Symphony CLO V should not be presented in current and historical financial statements as attributable to non-controlling interests.

6

The effects of the corrections are presented in the following table:

	Three Months Ended
	March 31, 2009
	As Previously			As
In thousands	Reported			Corrected
Net income/(loss)	$	(5,795	)	$	(5,795	)
Net income/(loss) attributable to non-controlling interests		19,264			304
Net income/(loss) attributable to Nuveen		(25,059	)		(6,099	)
	December 31, 2009
	As Previously			As
In thousands	Reported			Corrected
Total Equity	$	969,060		$	969,060
Retained Earnings		(1,897,611	)		(1,920,815	)
Non-controlling interests		939			24,143

Certain Entities Required to be Consolidated

Variable Interest Entities

Effective January 1, 2010, the Company adopted the provisions of a new accounting standard for variable interest entities, ASC 810 for VIEs. (Refer to “Recent Updates to Authoritative Accounting Literature – Consolidation of Variable Interest Entities”, below, for additional information). As a result of adopting this new standard, the Company’s March 31, 2010 unaudited consolidated balance sheet includes nine newly consolidated variable interest entities, which are not included in the Company’s December 31, 2009 consolidated balance sheet, as the Company adopted the provisions of ASC 810 for VIEs, which was effective January 1, 2010, prospectively. In addition, the Company’s unaudited consolidated statement of income for the three months ended March 31, 2010 includes the results of these nine newly consolidated variable interest entities. As the Company did not consolidate these nine new variable interest entities into its financial results until 2010, the Company’s statement of income for the three months ended March 31, 2009 does not include these nine variable interest entities.

As the Company has elected to fair value the assets and liabilities for all of these nine variable interest entities, any net income/(loss) from these nine variable interest entities is reflected in “Net income/(loss) attributable to noncontrolling interests” on the Company’s consolidated statement of income for the three months ended March 31, 2010. In addition, the equity for these nine entities is reflected as “Appropriated retained earnings of consolidated variable interest entities” on the Company’s March 31, 2010 consolidated balance sheet.

Symphony CLO V

The Company has been consolidating the results of Symphony CLO V, a Cayman Islands exempted company incorporated with limited liability on February 27, 2007, into its consolidated financial statements since November 13, 2007. The Company has performed an analysis of Symphony CLO V under the updated provisions of ASC 810 for VIEs and has determined that it is still required to consolidate Symphony CLO V into its financial statements. As the Company did not elect to fair value all assets and liabilities for Symphony CLO V, any net income/(loss) from Symphony CLO V is included in “Net income/(loss) attributable to Nuveen Investments,” as discussed in “Revisions to Previously Filed Consolidated Financial Statements – Presentation of Net Income Attributable to Noncontrolling Interest,” above.

New Funds

The Company is also required to consolidate into its financial results those funds (recently created product portfolios) in which the Company is either the sole investor or in which the Company holds a majority investment position. At March 31, 2010 and December 31, 2010, there is only one such recently created product portfolio which is consolidated in the Company’s financial statements. The Company began consolidating the results of this one fund starting July 1, 2009.

7

Other

Certain prior year balances have been reclassified to conform to the current year presentation. These reclassifications include the separate presentation of “Cash and cash equivalents – consolidated VIEs,” “Other receivables – consolidated VIEs,” “Investments — consolidated VIEs,” “Other Assets – consolidated VIEs,” “Accrued compensation and other expenses — consolidated VIEs,” “Other short-term liabilities – consolidated VIEs,” and “Debt– consolidated VIEs” on the Company’s accompanying consolidated balance sheets. On the Company’s accompanying consolidated statements of income, these reclassifications include the separate presentation of “Net interest income/(expense) – consolidated VIEs,” and “Other income/(expense) – consolidated VIEs”.

Recent Updates to Authoritative Accounting Literature

Consolidation of Variable Interest Entities

In June 2009, the FASB updated the accounting standards related to the consolidation of VIEs (ASC 810 – Consolidation). The standard amends the guidance on the determination of a primary beneficiary of a VIE from a quantitative model to a qualitative model and requires additional disclosures about an enterprise’s involvement in VIEs. Under the new qualitative model, the primary beneficiary must have both the power to direct the activities of the VIE and the obligation to absorb losses or the right to receive gains that could be potentially significant to the VIE.

In February 2010, the FASB amended this guidance to defer application of the consolidation requirements for asset managers, allowing asset managers to continue applying existing rules for money market funds and other funds that prepare financial statements in accordance with the AICPA Investment Company Guide (or funds having similar attributes).

For the Company, the new accounting guidance for VIEs was effective on January 1, 2010, and is being applied prospectively.

Symphony Asset Management, LLC (“Symphony”), one of the Company’s subsidiaries, acts as a collateral manager for several collateralized loan and debt obligations (“CLOs” and “CDOs”). Under U.S. GAAP, these CLOs and CDOs are considered VIEs. Under the updated accounting standards related to the consolidation of VIEs, the Company has determined that it is required to consolidate these CLOs and CDOs.

As the Company did not elect to apply the provisions of ASC 810 for VIEs retrospectively, the Company’s financial statements as of March 31, 2010 and for the three months ended March 31, 2010 include nine newly consolidated variable interest entities which are not included in the Company’s consolidated balance sheet as of December 31, 2009, nor in the Company’s consolidated statement of income for the three months ended March 31, 2009. For the three months ended March 31, 2010, the change in cash and cash equivalents for the nine newly consolidated variable interest entities is included in “Net change in consolidated funds” in the “Cash Flows from Investing Activities” section of the Company’s consolidated statement of cash flows. Cash and cash equivalents as of January 1, 2010 for the nine newly consolidated variable interest entities is reflected as a separate line item in the reconciliation of cash and cash equivalents from the beginning of the year to March 31, 2010. The change in cash and cash equivalents for Symphony CLO V is included in “Net change in consolidated funds” in the “Cash Flows from Investing Activities” section of the Company’s consolidated statements of cash flows for both the three months ended March 31, 2010 as well as the three months ended March 31, 2009.

Upon adoption of this new accounting guidance, the Company recorded a transition adjustment for the impact upon adoption to reflect the difference between the assets and liabilities of the newly consolidated entities and the amounts recorded for our interests in these entities prior to adoption. On January 1, 2010, the Company recorded a net cumulative effect adjustment of ($1.0 million) to retained earnings and $101.6 million to appropriated retained earnings of consolidated variable interest entities related to the adoption of this new accounting guidance. In addition, the Company recorded a $3.9 billion increase to assets and a $3.8 billion increase to liabilities upon adoption of this new accounting guidance. Refer to Note 2, “Consolidated Variable Interest Entities,” for additional information related to the application of the amended VIE consolidation model, including basis of assets and liabilities for newly consolidated entities, as well the required disclosures. Also, refer to “Certain Entities Required to be Consolidated – Symphony CLO V,” above, for the impact to the Company’s consolidated financial statements

8

from the adoption of this new accounting guidance for VIEs to Symphony CLO V.

Fair Value

Another recent update to authoritative accounting literature, Accounting Standards Update (“ASU”) “Fair Value Measurements and Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements” (“ASU 820”) was issued by the FASB in January 2010 and which amends ASC 820-10. This ASU requires new disclosures: (i) of significant transfers in and out of Levels 1 and 2 with reasons for the transfers; and (ii) activity in Level 3 fair value measurements, includes purchases, sales, issuances, and settlements on a gross basis. In addition, the reporting entity should provide fair value measurement disclosures for each class of assets and liabilities, and disclosures about inputs and valuation techniques used to measure fair value of both recurring and nonrecurring fair value measurements. This ASU includes conforming amendments to the guidance on employers’ disclosures about postretirement benefit plan assets (ASC 715-20). These amendments change the terminology from major categories of assets to classes of assets and provide a cross reference to ASC 820-10 on how to determine appropriate class to present fair value disclosures. This ASU is effective for interim and annual periods beginning after December 15, 2009, except disclosures about purchases, sales, issuances and settlements in the roll forward of Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010 and interim periods within those years. This ASU requires additional disclosures which will not have an impact on the Company’s results of operations or assets.

Note 2 Consolidated Variable Interest Entities

Symphony, one of the Company’s subsidiaries, acts as collateral manager of CLOs and CDOs. Symphony has the most power to direct the activities of the CLOs and CDOs that most significantly impact the CLOs’ and CDOs’ economic performance.

In addition, through its subordinated interests (of related parties), subordinated fee arrangements, and, in certain instances, through its incentive fee arrangements, Symphony has the “obligation” to absorb variability from the CLOs and CDOs that could potentially be significant to them.

Under the updated accounting standards for consolidation of VIEs, the Company is considered to be the primary beneficiary of the CLOs and CDOs where Symphony is the collateral manager. The Company is required to consolidate these CLOs and CDOs into its financial results. The Company has elected to apply the updated accounting standards for consolidation of VIEs prospectively. As a result, the Company’s financial statements as of March 31, 2010 and for the three months ended March 31, 2010 include nine newly consolidated variable interest entities which are not included in the Company’s consolidated balance sheet as of December 31, 2009, nor in the Company’s consolidated statement of income for the three months ended March 31, 2009.

The CLOs and CDOs are Special Purpose Vehicles (“SPV”) collateralized by a pool of assets, primarily syndicated loans and may have limited exposure in high-yield bonds. Multiple tranches of securities are issued by a CLO and/or a CDO, offering investors various credit risk characteristics. The notes issued by the CLOs and CDOs are non-recourse to the Company. The CLOs’ and CDOs’ note holders have recourse only to the assets of the CLO and CDO. The assets that collateralize these notes and are held in these SPVs cannot be used by the Company. Scheduled and unscheduled (for subordinated notes) interest payments are based on the performance of the CLO’s and CDO’s collateral pool. The Company generally earns management fees from the CLOs and CDOs based on the underlying assets and, in certain instances, may also receive performance-based fees. In the normal course of business, the Company has invested in certain CLOs and CDOs, generally taking an insignificant portion of the unrated, subordinated debt.

The following tables reflect the impact of consolidated variable interest entities on the Company’s consolidated balance sheet as of March 31, 2010 and the consolidated statement of income for the three months ended March 31, 2010 (in 000s):

9

				Consolidated
	Before			Variable Interest
	Consolidation			Entities		Eliminations			Total
Total assets	$	6,144,660			3,923,139		(3,109	)	$	10,064,690
Total liabilities		5,189,333			3,760,746		(3,109	)		8,946,970
Total equity		944,809			162,393		-			1,107,202
Noncontrolling interests		10,518			-		-			10,518
Total liabilities and equity		6,141,551			3,923,139		-			10,064,690
Total operating revenues	$	176,921			-		-		$	176,921
Total operating expenses		140,424			-		-			140,424
Other income/(expense)		5,263			-					5,263
Other income/(expense) - VIEs		-			54,693					54,693
Net interest (expense)		(77,977	)		-					(77,977	)
Net interest (expense) - VIEs					29,311					29,311
Pre-tax income/(loss)		(36,217	)		84,004		-			47,787
Income tax expense/(benefit)		(13,495	)		-					(13,495	)
Net income/(loss)		(22,722	)		84,004		-			61,282
Net income/(loss) attributable to noncontrolling interests		477			70,500					70,977
Net income/(loss) attributable to Nuveen Investments	$	(23,199	)		13,504		-		$	(9,695	)

The Company has elected the fair value option with the consolidation standards issued June 2009 for the financial assets and liabilities of the CLOs and CDOs consolidated on January 1, 2010. Management believes that the use of the fair value option eliminates certain timing differences and better matches the changes in fair value of assets and liabilities related to the CLOs and CDOs. The fair value option had not been elected for the historically consolidated Symphony CLO V, and therefore the debt of this entity remains at original basis (par).

The following table presents the balances of investments and debt held by consolidated investment entities at March 31, 2010 and December 31, 2009 measured at fair value (in 000s):

	March 31, 2010
	Level 1		Level 2		Level 3		Total
Assets
Investments (all consolidated VIEs)
Corporate debt securities		-	$	97,509		-	$	97,509
Common stocks		-		4,739		822		5,561
Other structured investments		-		-		37,262		37,262
Syndicated loans		-		3,287,041		180		3,287,221
Total investments		-	$	3,389,289	$	38,264	$	3,427,553
Liabilities
Debt (all consolidated VIEs except CLO V)		-		-	$	3,221,377	$	3,221,377

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	December 31, 2009
		Level 1		Level 2		Level 3		Total
Assets
Investments
Corporate debt securities			-	$	7,757		-	$	7,757
Common stocks			-		-		-		-
Other structured investments			-		9,445		-		9,445
Syndicated loans			-		352,381		-		352,381
Total investments			-	$	369,583		-	$	369,583

The following table provides a summary of changes in Level 3 assets and liabilities measured at fair value as of March 31 2010:

	Assets								Liabilities
					Other
		Common			Structured		Syndicated
		Stock			Investments		Loans			Debt
Balance, January 1		$			$	-	$	-		$	-
Cumulative effect of accounting change			823			34,604		180			(3,176,944	)
Total gains/(losses) included in net income			(102	)		2,658		-			(44,433	)
Purchases, sales, issuances and settlements, net			101			-		-
Balance, March 31		$	822		$	37,262	$	180		$	(3,221,377	)

For the consolidated CLOs and CDOs, the carrying value of receivables, other assets and other liabilities approximates fair value, as the nature of these assets and liabilities have historically been short term and the receivables have been collectible. The fair value of these assets and liabilities is classified as Level 1. The fair value of syndicated loans is obtained from nationally recognized pricing services and is classified as Level 2 and 3. The fair value of the CLOs’ and CDOs’ debt is valued using a discounted cash flow methodology. Inputs used to determine the expected cash flows include assumptions about default rates, interest rates, prepayments, and recovery rates of the CLOs’ and CDOs’ underlying assets. Given the significance of the unobservable inputs into this fair value measurement, the CLO and CDO debt is classified as Level 3. Refer to Note 3, “Fair Value Measurements,” for a description of the Company’s determination of the fair value of investments.

The Company used a third-party provider to assist in determination of the fair value of debt. The model used by the third party provider considered the assumptions participants in a hypothetical market would make to reflect an exit price. The model also assumed that the CLOs and CDOs would continue to maturity.

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The following table presents the fair value and unpaid principal balance of assets and liabilities carried at fair value under the fair value option as of March 31, 2010:

	(in millions)
Investments in syndicated loans, corporate debt and structured investments
Unpaid principal balance	$	3,664
Excess estimated unpaid principal over fair value		242
Fair value	$	3,422
Fair value of assets with accruals more than 90 days past due or with non-accrual status		81
Difference between fair value and unpaid principal of assets in the above category		47

	(in millions)
Debt (excludes Symphony CLO V debt, which is not carried at fair value)
Unpaid principal balance	$	3,572
Excess estimated unpaid principal over fair value		351
Fair value	$	3,221

Interest income from loans, bonds and structured investments is recorded in net interest/(expense) – consolidated variable interest entities. Gains and losses related to changes in the fair value of investments, gains and losses on sales of investments and other investment income/(expense) are recorded in other income/(expense) – consolidated variable interest entities. Interest expense on debt is recorded in net interest income/(expense) – consolidated variable interest entities and debt expense with gains and losses related to changes in the fair value of debt recorded in other income/(expense) – consolidated variable investment entities.

Total gains and losses recognized in net income for the three months ended March 31, 2010 from fair value changes of financial assets and liabilities for which the fair value option was elected was $58.8 million.

Debt of all consolidated investment entities and the stated interest rates as of March 31, 2010 were as follows (in millions):

			Weighted Average
	Carrying Value		Stated Interest Rate
Debt of consolidated CLOs and CDOs due 2015 – 2021 (exclusive of revolver)	$	3,262		1.17	%
Floating rate revolving credit borrowings due 2013		-		-
Floating rate revolving credit borrowings due 2014		-		-
Floating rate revolving credit borrowings due 2015		362		0.64	%
Total	$	3,624

The debt of the consolidated CLOs and CDOs have floating interest rates. The stated interest rate of the debt of consolidated CLOs and CDOs is a weighted average rate based on the principal and stated interest rate according to the terms of each CLO and/or CDO structure, which range from 0.64% to 1.17%. These rates exclude the subordinated debt, which do not have stated interest rates. The carrying value of the debt of the consolidated CLOs and CDOs represents the fair value of the aggregate debt as of March 31, 2010, except for CLO V which carries its debt at original basis. The fair value of this debt was $3.6 billion as of March 31, 2010.

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As of March 31, 2010, future maturities of debt were as follows:

	(in millions)
2011		-
2012		-
2013		-
2014		-
2015	$	568
Thereafter		3,442
Total future maturities	$	4,010

Note 3 Fair Value Measurements

FASB ASC 820-10 establishes a fair value hierarchy that prioritizes 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). FASB ASC 820-10 requires that fair value measurements be separately disclosed by level within the fair value hierarchy in order to distinguish between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Specifically:

• Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

• Level 2 - inputs to the valuation methodology other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, through corroboration with observable market data (market-corroborated inputs).

• Level 3 - inputs to the valuation methodology that are unobservable inputs for the asset or liability – that is, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability (including assumptions about risk) developed based on the best information available in the circumstances.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The Company did not elect to apply the fair value provisions to any qualifying non-financial assets and liabilities. As a result, the application of FASB ASC 820-10 to the Company’s non-financial assets did not have any impact on the Company’s consolidated results of operations or financial position.

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The following table presents information about the Company’s fair value measurements at March 31, 2010 and December 31, 2009 (in 000s):

					Fair Value Measurements at March 31, 2010 Using
						Quoted Prices in		Significant Other		Significant
						Active Markets		Observable		Unobservable
		Total				for Identical		Inputs		Inputs
	Description	March 31, 2010				Assets (Level 1)(a)		(Level 2)(a)		(Level 3)
	Assets
	Available-for-sale securities:
	Equity SMAs	$	40,864			$	40,864		-		-
	Fixed Income SMAs		1,691				-		1,691		-
	Equity Funds		79,861				79,855		6
	Fixed Income Funds		31,073				31,073		-		-
	Auction Rate Preferred		9,880				-		-		9,880
	Other		60				32		-		28
	Total Available-for-sale securities	$	163,429			$	151,824	$	1,697	$	9,908
	Underlying investments from consolidated fund		11,709				-		11,709		-
	Other investments		6,499				-		6,399		100
	Total	$	181,637			$	151,824	$	19,805	$	10,008
	Liabilities
	Derivative financial instruments	$	(60,651	)			-		-	$	(60,651	)
(a)   There were no significant transfers to or from Levels 1 and 2 at March 31, 2010.
					Fair Value Measurements at December 31, 2009 Using
						Quoted Prices in		Significant Other		Significant
						Active Markets		Observable		Unobservable
		Total				for Identical		Inputs		Inputs
	Description	December 31, 2009				Assets (Level 1)		(Level 2)		(Level 3)
	Assets
	Available-for-sale securities:
	Equity SMAs	$	38,959			$	38,959		-		-
	Fixed Income SMAs		1,646				-		1,646		-
	Symphony CLO & CDO’s		7,833				-		-		7,833
	Equity Funds		77,650				76,877		773
	Fixed Income Funds		30,684				30,684		-		-
	Auction Rate Preferred		9,880				-		-		9,880
	Other		57				29		-		28
	Total Available-for-sale securities	$	166,709			$	146,549	$	2,419	$	17,741
	Underlying investments from consolidated fund		10,967				-		10,967		-
	Other investments		6,433				-		6,332		101
	Total	$	184,109			$	146,549	$	19,718	$	17,842
	Liabilities
	Derivative financial instruments	$	(62,932	)			-		-	$	(62,932	)

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The following table presents a rollforward of fair value measurements considered to be Level 3:

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Available-for-						Derivative
	Sale			Other			Financial
	Securities			Investments			Instruments			Total
Beginning balance (as of January 1, 2010)	$	17,741		$	101		$	(62,932	)	$	(45,090	)
Total gains or losses (realized/unrealized)		(4,047	)		(1	)		2,281			(1,767	)
Included in earnings		-			32			2,281			2,313
Included in other comprehensive income		(4,047	)		(33	)		-			(4,080	)
Purchases					-			-			-
Sales		-			-			-			-
Transfers into Level 3		-			-			-			-
Transfers out of Level 3 due to consolidation of variable interest entities		(3,786	)		-			-			(3,786	)
Ending balance (as of March 31, 2010)	$	9,908		$	100		$	(60,651	)	$	(50,643	)

All net gains/losses for the period presented in the table above as included in earnings are attributable to the change in unrealized gains or losses relate to assets and liabilities which were still held at March 31, 2010.

Available-for-Sale Securities and Trading Securities

Approximately $151.8 million of the Company’s available-for-sale securities are classified as Level 1 financial instruments, as they are valued based on unadjusted quoted market prices. The majority of these investments are investments in the Company’s managed accounts and certain product portfolios (seed investments). Approximately $1.7 million of the Company’s available-for-sale investments are considered to be Level 2 financial instruments, as they are valued based on observable inputs.

The Company also holds $12.4 million in auction rate preferred stock (“ARPS”) of an unaffiliated issuer, for which the Company recorded a 20% unrealized loss due to liquidity issues related to the failed auctions for all ARPS, and which the Company carries a $9.9 million on its consolidated balance sheets at March 31, 2010 and December 31, 2009. As the auctions for ARPS began to fail on a widespread basis in early 2008, the Company considers these investments as Level 3 financial instruments, as there is currently no liquid market for these investments.

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The cost, gross unrealized holding gains, gross unrealized holding losses, and fair value of available-for-sale securities by major security type at March 31, 2010 and December 31, 2009, are as follows:

			Gross		Gross
			Unrealized		Unrealized
(in 000s)	Cost		Holding Gains		Holding Losses			Fair Value
At March 31, 2010
Equity Separately Managed Accounts (“SMAs”)	$	33,056	$	7,822	$	(14	)	$	40,864
Fixed Income SMAs		1,534		156		-			1,690
Equity Funds		62,291		17,571		-			79,862
Fixed Income Funds		28,257		2,825		(10	)		31,072
Auction Rate Preferred Stock		12,350		-		(2,470	)		9,880
Other		60		-		-			60
	$	137,548	$	28,374	$	(2,494	)	$	163,428
At December 31, 2009
Equity Separately Managed Accounts (“SMAs”)	$	32,280	$	6,776	$	(97	)	$	38,959
Fixed Income SMAs		1,488		158		-			1,646
Equity Funds		63,127		14,523		-			77,650
Symphony Collateralized Loan/Debt Obligations		3,786		4,858		(810	)		7,834
Fixed Income Funds		28,405		2,293		(16	)		30,682
Auction Rate Preferred Stock		12,350		-		(2,470	)		9,880
Other		58		-		-			58
	$	141,494	$	28,608	$	(3,393	)	$	166,709

The following table presents information about the Company’s investments with unrealized losses at March 31, 2010 and December 31, 2009 (in 000s):

	Less than 12 months					12 months or longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
March 31, 2010
Fixed Income Funds	$	98	$	(3	)	$	15	$	(7	)	$	113	$	(10	)
Equity SMAs		-		-			549		(14	)		549		(14	)
Auction Rate Preferred Stock		9,880		(2,470	)		-		-			9,880		(2,470	)
December 31, 2009
Fixed Income Funds	$	107	$	(15	)	$	-	$	-		$	107	$	(15	)
Symphony Collateralized Loan/Debt Obligations		-		-			1,140		(810	)		1,140		(810	)
Equity SMAs		4,568		(97	)		-		-			4,568		(97	)
Auction Rate Preferred Stock		9,880		(2,470	)		-		-			9,880		(2,470	)

Of the approximately $182 million in total investments at March 31, 2010, approximately $12 million relates to an underlying investment in an investment fund that the Company is required to consolidate, $121 million relates to equity-based funds and accounts, $33 million relates to fixed-income funds or accounts, $10 million relates to auction rate preferred securities issued by unaffiliated third-parties, and $6 million relates to private investment funds. At December 31, 2009, of the approximately $184 million in total investments on the Company’s consolidated balance

16

sheet, approximately $11 million relates to underlying investments in an investment company that the Company is required to consolidate, $117 million relates to equity-based funds and accounts, $32 million relates to fixed-income funds or accounts, $8 million relates to Symphony CLO investments, $10 million to auction rate preferred securities issued by unaffiliated third-parties, and $6 million relates to private investment funds.

Other Investments

The Company holds general partner interests in certain limited partnerships for which one of its subsidiaries is the advisor. In accordance with ASC 820, the Company considers these investments to be Level 3 financial instruments, and the fair value of these investments is based on net asset value, a practical expedient of estimated fair value.

Derivative Financial Instruments

As further discussed in Note 8, “Derivative Financial Instruments,” the Company uses derivative instruments to manage the economic impact of fluctuations in interest rates related to its long-term debt, and to mitigate the overall market risk for certain product portfolios.

Derivative Instruments Related to Long-Term Debt

Currently, the Company uses interest rate swaps to manage its interest rate risk related to its long-term debt. These are not designated in a formal hedge relationship under the provisions of Codification. The valuation of these derivative instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.

The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

To comply with the provisions of FASB ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. At March 31, 2010 and December 31, 2009, these credit valuation adjustments approximate $5.2 million and $6.2 million, respectively.

Although the Company has determined that the majority of the inputs used to value its derivatives related to long-term debt fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. As the credit valuation adjustments at March 31, 2010 and December 31, 2009 are significant to the overall valuation of these derivative positions, the Company has determined that its valuations for derivatives related to its long-term debt in their entirety should be classified in Level 3 of the fair value hierarchy.

Counterparty risk, otherwise known as default risk, is the risk that an organization will fail to perform on its obligations when due, either because of temporary liquidity issues or longer-term systemic issues. Although the Company is subject to counterparty risk with respect to our derivative instruments related to long-term debt, as of March 31, 2010, all of the Company’s derivative instruments related to long-term debt are in a negative position – meaning that the fair value of these open derivatives represents a net liability owed by the Company to various counterparties. The Company does not have any collateral posted on deposit with any of its counterparties for any

17

of the derivative instruments related to long-term debt. The Company attempts to minimize counterparty risk on derivative instruments related to long-term debt by entering into derivative contracts with major banks and financial institutions with which the Company already has established relationships.

Fair Value of Financial Instruments

FASB ASC 825, “Financial Instruments,” requires the disclosure of the estimated fair value of financial instruments. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

In determining the fair value of its financial instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risk existing at each balance sheet date. For the majority of financial instruments, including most derivatives, long-term investments and long-term debt, standard market conventions and techniques such as discounted cash flow analysis, option pricing models, replacement cost and termination cost are used to determine fair value. Dealer quotes are used for the remaining financial instruments. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized.

Cash and cash equivalents, marketable securities, notes and other accounts receivable and investments are financial assets with carrying values that approximate fair value because of the short maturity of those instruments. Accounts payable and other accrued expenses are financial liabilities with carrying values that also approximate fair value because of the short maturity of those instruments. The fair value of long-term debt is based on market prices.

A comparison of the fair values and carrying amounts of these instruments is as presented below. See Note 2, “Consolidated Variable Interest Entities,” for fair value information related to consolidated variable interest entities.

	March 31, 2010				December 31, 2009
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value
Assets:
Cash and cash equivalents	$	256,735	$	256,735	$	290,085	$	290,085
Restricted cash for debt retirement		146,383		146,383		201,745		201,745
Management and distribution fees receivable		102,929		102,929		109,824		109,824
Other receivables		18,782		18,782		18,532		18,532
Available-for-sale securities		163,429		163,429		166,709		166,709
Underlying securities in consolidated fund		11,709		11,709		10,967		10,967
Other investments		6,499		6,499		6,433		6,433
Liabilities:
Debt		3,937,215		3,804,009		3,984,831		3,691,912
Accounts payable		17,428		17,428		16,809		16,809
Open derivatives		60,651		60,651		62,932		62,932

Note 4 Income Taxes

The Company and its subsidiaries file a consolidated federal income tax return and provide for income taxes on a separate return basis. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are applicable to periods in which the differences are expected to affect taxable income. In order to fully realize deferred tax assets, the Company will need to generate future taxable income before the expiration of the deferred tax assets governed by the tax code.

Valuation allowances may be established, when necessary, to reduce deferred tax assets to amounts expected to be realized. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available

18

carryback and carryforward periods), projected taxable income, and tax planning strategies in making this assessment.

At March 31, 2010 and December 31, 2009, the Company had $17.4 million and $17.2 million, respectively, in valuation allowances related to state net operating loss carryforwards due to the uncertainty that certain deferred tax assets will be realized. At March 31, 2010 and December 31, 2009, total gross deferred tax assets (after tax valuation allowances) were $204.1 million and $191.9 million, respectively. In assessing the likelihood of realization of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. Based on projections for future taxable income and the reversal of future temporary timing differences over the periods for which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at March 31, 2010. The amount of the deferred tax asset considered realizable, however, could be reduced if estimates of future taxable income and the reversal of future temporary timing differences during the carryforward period are reduced.

Note 5 Net Capital Requirement

Nuveen Investments, LLC, the Company’s wholly-owned broker/dealer subsidiary, is subject to SEC Rule 15c3-1, the “Uniform Net Capital Rule,” which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, as these terms are defined in the Rule, shall not exceed 15 to 1. At March 31, 2010, Nuveen Investments, LLC’s net capital ratio was 1.13 and its net capital was approximately $25.8 million, which was $23.9 million in excess of the required net capital of $1.9 million.

Note 6 Goodwill and Intangible Assets

The following table presents a reconciliation of activity in the balance of goodwill from December 31, 2009 to March 31, 2010 presented on the Company’s consolidated balance sheets (in thousands):

Balance at December 31, 2009	$	2,239,351
HydePark contingent payment related to acquisition		2,419
Balance at March 31, 2010	$	2,241,770

During the three months ended March 31, 2010, the Company paid approximately $2.4 million of contingent consideration to the former owners of HydePark per the acquisition agreement. The $2.4 million is considered additional purchase price and has been recorded as goodwill.

At March 31, 2010 and December 31, 2009, the Company’s accumulated goodwill impairment losses total $1.1 billion.

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The following table presents gross carrying amounts and accumulated amortization amounts for the intangible assets presented on our consolidated balance sheets at March 31, 2010 and December 31, 2009 (in thousands):

	At March 31, 2010				At December 31, 2009
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Nuveen trade name	$	184,900	$	-	$	184,900	$	-
Nuveen investment contracts – closed-end funds		1,277,900		-		1,277,900		-
Nuveen investment contracts – mutual funds		768,900		-		768,900		-
Nuveen customer relationships – managed accounts		972,600		153,995		972,600		137,785
Winslow trade name		2,100		133		2,100		107
Winslow NYLIM customer relationship		22,800		2,221		22,800		1,782
Winslow other customer relationships		38,300		4,408		38,300		3,538
Total	$	3,267,500	$	160,757	$	3,267,500	$	143,212

At March 31, 2010 and December 31, 2009, the Company’s accumulated intangible asset impairment losses totaled $885.5 million.

Of the four Nuveen intangible assets presented above, only one is amortizable: Nuveen customer relationships – managed accounts, which has an estimated useful life of 15 years. The remaining Nuveen intangible assets presented above are indefinite-lived.

Management of the Company has determined that the estimated useful lives of the Winslow intangible assets are 20 years for the Winslow Capital trade name, 13 years for the Winslow Capital NYLIM customer relationship, and 11 years for all other Winslow Capital customer relationships.

The estimated aggregate amortization expense for the next five years for all intangible assets is approximately $52.6 million for the remaining nine months in 2010, and annual amortization of $70.2 million for each of the years 2011 through 2014.

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Note 7 Debt

At March 31, 2010 and December 31, 2009, debt (not including any debt related to consolidated VIEs) on the accompanying consolidated balance sheets was comprised of the following:

	March 31,			December 31,
	2010			2009
Short-Term Obligations:
Senior Term Notes:
Senior term notes – 5% due 9/15/10	$	146,383		$	198,745
Net unamortized discount		(42	)		(86	)
Net unamortized debt issuance costs		(116	)		(242	)
Total Short-Term Term Notes	$	146,225		$	198,417
Long-Term Obligations:
Senior Term Notes:
Senior term notes – 5.5% due 9/15/15	$	300,000		$	300,000
Net unamortized discount		(923	)		(959	)
Net unamortized debt issuance costs		(1,450	)		(1,506	)
Term Loan Facility due 11/13/14		2,087,197			2,087,197
Net unamortized discount		(15,189	)		(15,865	)
Net unamortized debt issuance costs		(19,524	)		(20,392	)
Senior Unsecured 10.5% Notes due 11/15/15		785,000			785,000
Net unamortized debt issuance costs		(21,565	)		(22,252	)
Revolving Credit Facility due 11/13/13		250,000			250,000
Second Lien Debt 12.5% due 7/31/15		450,000			450,000
Net unamortized discount		(41,691	)		(42,970	)
Net unamortized debt issuance costs		(26,620	)		(27,460	)
Incremental Second Lien Debt due 7/31/15		50,000			50,000
Net unamortized discount		(3,237	)		(3,338	)
Net unamortized debt issuance costs		(1,008	)		(1,041	)
Total Long-Term Debt		3,790,990			3,786,414
Total Debt	$	3,937,215		$	3,984,831

Senior Secured Credit Agreement

As a result of the acquisition of the Company in November 2007 by a group of private equity investors led by Madison Dearborn Partners, LLC (the “MDP Transactions”) (refer to Note 1, “Acquisition of the Company” in the Company’s 2009 annual audited financial statements filed on Form 10-K), the Company has a senior secured credit facility (the “Credit Facility”) consisting of a $2.3 billion term loan facility and a $250 million secured revolving credit facility. The Credit Facility contains customary financial covenants, including a financial covenant that requires the Company to maintain a maximum ratio of senior unsecured indebtedness to adjusted EBITDA (as such terms are defined in the Credit Facility); limitations on the incurrence of additional debt; and other limitations.

At March 31, 2010 and December 31, 2009, the Company had $2.1 billion outstanding under the term loan facility (the “first-lien term loan”). The borrowings under the term loan facility were used as part of the financing to consummate the MDP Transactions. At March 31, 2010 and December 31, 2009, the Company had $250 million outstanding under the revolving credit facility. All borrowings under the Credit Facility bear interest at a rate per annum equal to LIBOR plus 3.0%. In addition to paying interest on outstanding principal under the Credit Facility, the Company is required to pay a commitment fee to the lenders in respect of the unutilized loan commitments at a rate of 0.3750% per annum.

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All obligations under the Credit Facility are guaranteed by Windy City Investments Inc. (the “Parent”) and each of the Company’s present and future, direct and indirect, wholly-owned material domestic subsidiaries (excluding subsidiaries that are broker dealers). The obligations under the Credit Facility 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 present and future assets of Nuveen Investments and each guarantor, except that the Additional Term Loans (as defined below) are secured by the same capital stock and other assets on a second lien basis.

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

The Company was required to make quarterly payments under the term loan facility in the amount of approximately $5.8 million. The Company used a portion of the proceeds of the Additional Term Loans (as defined below) to prepay these quarterly payments. All or any portion of the loans outstanding under the Credit Facility may be prepaid at par, except that the Additional Term Loans may only be voluntarily prepaid with specified premiums or fees prior to July 31, 2014.

At March 31, 2010 and December 31, 2009, the fair value of the first-lien term loan was approximately $1.9 billion and $1.8 billion, respectively. At March 31, 2010 and December 31, 2009, the fair value of the $250 million revolving credit facility was approximately $206.3 million and $206.3 million, respectively.

Second-Lien Term Loan and Restricted Cash

On July 28, 2009, Nuveen Investments, Inc. entered into an amendment (the “First Amendment”) to the Credit Facility, pursuant to which the Company obtained a new $500 million second-lien term facility and borrowed $450 million of loans thereunder (the “Additional Term Loans”). The Additional Term Loans bear interest at rate of 12.50% per annum and will mature on July 31, 2015.

During August 2009, the Company elected to borrow an additional $50 million of Additional Term Loans under this second-lien term loan facility.

The Additional Term Loans are guaranteed by the same subsidiaries of the Company that guarantee the first-lien, senior secured Credit Facility. The Additional Term Loans and the guarantees thereof are secured by the same collateral of the Company and the subsidiary guarantors that secure the Company’s obligations under the existing first-lien, senior secured Credit Facility on a second-lien basis, and are junior to the security interests of the lenders under the Credit Facility.

The Company escrowed part of the proceeds from the Additional Term Loans to retire the Company’s 5% senior unsecured notes due September 15, 2010 (discussed below in “Senior Term Notes”) . At the time of the Additional Term Loans, the Company escrowed approximately $222.7 million for the 5% senior unsecured notes due 2010. During the remainder of 2009 and also during the three months ended March 31, 2010, the Company repurchased / early retired a portion of the remaining 5% senior unsecured notes due September 15, 2010. Funds were released from the escrow to make those repurchases. At March 31, 2010 and December 31, 2009, the amount remaining in the escrow account is approximately $146.4 million and $201.7 million, respectively. The money in the escrow account is reflected in “Restricted Cash for Debt Retirement” on the Company’s accompanying consolidated balance sheets as of March 31, 2010 and December 31, 2009, respectively.

As described in the section above, the Company used the remaining net proceeds, approximately $198.9 million, from the Additional Loans to prepay quarterly payments that were required under the term loan facility.

At March 31, 2010 and December 31, 2009, the fair value of the $500 million Additional Term Loans was approximately $535.0 million and $523.1 million, respectively.

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Senior Unsecured Notes

Also in connection with the MDP Transactions, the Company issued $785 million of 10.5% senior unsecured notes (“10.5% senior notes”). The 10.5% senior notes mature on November 15, 2015 and pay a coupon of 10.5% of par value semi-annually on May 15 and November 15 of each year, commencing on May 15, 2008. The Company received approximately $758.9 million in net proceeds after underwriting commissions and structuring fees. The net proceeds were used as part of the financing to consummate the Transactions.

At March 31, 2010 and December 31, 2009, the fair value of the $785 million 10.5% senior notes was approximately $765.3 million and $716.3 million, respectively.

Obligations under the notes are guaranteed by the Parent and each of our existing, subsequently acquired, and/or organized direct or indirect, domestic, restricted (as defined in the credit agreement) subsidiaries that guarantee the debt under the Credit Facility.

Senior Term Notes

On September 12, 2005, the Company issued $550 million of senior unsecured notes, comprised of $250 million of 5-year notes and $300 million of 10-year notes (“Predecessor senior term notes”), the majority of which remain outstanding at March 31, 2010 and December 31, 2009. The Company received approximately $544 million in net proceeds after discounts and other debt issuance costs. The 5-year Predecessor senior term notes bear interest at an annual fixed rate of 5.0% payable semi-annually on March 15 and September 15. The 10-year Predecessor senior term notes bear interest at an annual fixed rate of 5.5% payable semi-annually also on March 15 and September 15. The net proceeds from the Predecessor senior term notes were used to refinance outstanding indebtedness. The costs related to the issuance of the Predecessor senior term notes were capitalized and amortized to expense over their term. At March 31, 2010, the fair value of the 5-year and 10-year Predecessor senior term notes was approximately $147.2 million and $230.9 million, respectively. At December 31, 2009, the fair value of the 5-year and 10-year Predecessor senior term notes was approximately $196.7 million and $214.4 million, respectively.

During the first three months of 2010, the Company retired a portion of the 5-year Predecessor senior term notes due 2010. Of the $52.4 million in total cash paid, approximately $0.7 million was for accrued interest, with the remaining amount for principal representing $52.6 million in par on the 5% senior term notes due 2010. The Company also accelerated the recognition of the amortization of bond discount and debt issuance costs. The net loss recorded by the Company was approximately $0.3 million and is reflected in “Other Income/(Expense)” on the Company’s consolidated statement of income for the three months ended March 31, 2010.

For the three months ended March 31, 2009, the Company retired a portion of the 5-year Predecessor senior term notes due 2010. Of the $5.2 million in total cash paid, approximately $6.6 thousand was for accrued interest, with the remaining amount for principal representing $9.5 million in par on the 5% senior term notes due 2010. The Company also accelerated the recognition of the amortization of bond discount and debt issuance costs. The net gain recorded by the Company was approximately $4.3 million and is reflected in “Other Income/(Expense)” on the Company’s consolidated statement of income for the three months ended March 31, 2009.

Note 8 Derivative Financial Instruments

FASB Topic 815-10 deals with derivatives and requires recognition of all derivatives on the balance sheet at fair value. Derivatives that do not meet the criteria for hedge accounting must be adjusted to fair value through earnings. Changes in the fair value of derivatives that do meet the hedge accounting criteria under FASB Topic 815-10 are offset against the change in the fair value of the hedged assets or liabilities, with only any “ineffectiveness” (as defined) marked through earnings.

At March 31, 2010 and December 31, 2009, the Company did not hold any derivatives designated in a formal hedge relationship under the provisions of FASB Topic 815-10.

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Derivative Transactions Related to Financing Part of the MDP Transactions

As further discussed in the Company’s 2009 Annual Report on Form 10-K, the Company entered into derivative transactions related to financing part of the MDP Transactions (the “New Debt Derivatives”).

At March 31, 2010 and December 31, 2009, the Company held eight interest rate swap derivative transactions that effectively convert $2.3 billion of variable rate debt under the term loan facility into fixed-rate borrowings. At March 31, 2010, the FASB ASC 820-10 fair value of the New Debt Derivatives was a liability of $60.7 million and is reflected as $15.1 million of “Fair Value of Open Derivatives” under “Short-Term Obligations” and $45.6 million as “Fair Value of Open Derivatives” under “Long-Term Obligations” on the accompanying consolidated balance sheet as of March 31, 2010. At December 31, 2009, the FASB ASC 820-10 fair value of the New Debt Derivatives was a liability of $62.9 million and is reflected as $20.0 million of “Fair Value of Open Derivatives” under “Short-Term Obligations” and $43.0 million as “Fair Value of Open Derivatives” under “Long-Term Obligations” on the accompanying consolidated balance sheet as of December 31, 2009.

For the three months ended March 31, 2010 and 2009, the Company recorded $2.3 million of unrealized gains and $3.2 million of unrealized losses, respectively, related to the New Debt Derivatives. Unrealized gains and losses on the New Debt Derivatives are reflected in “Other Income/(Expense)” on the accompanying consolidated statements of income.

Also for the three months ended March 31, 2010 and 2009, the Company recorded $13.1 million and $16.1 million, respectively, of interest expense for both periodic swap payments made by the Company as well as realized gains/losses on the New Debt Derivatives. These amounts are reflected in “Net Interest Expense” on the accompanying consolidated statements of income.

Contingent Features. The New Debt Derivatives are “pari-passu” (have equal rights of payment or seniority) with the $2.3 billion of variable rate debt under the term loan facility. Furthermore, in the event that the Company were to have a technical default of its debt covenants for the term loan facility, an acceleration of any amounts due on the New Debt Derivatives would only occur if the lenders accelerate the debt under the term loan facility. The aggregate gross fair value (not including the fair value credit valuation adjustment required by FASB ASC 820-10) of the New Debt Derivatives at March 31, 2010 is $65.9 million. Although the Company does have master netting agreements in place with the various counterparties to the New Debt Derivatives, as of March 31, 2010, each of the Company’s New Debt Derivatives are in a liability position. If the credit-risk-related contingent features underlying the New Debt Derivatives agreements had been triggered on March 31, 2010, the Company would have been required to make payments totaling $65.9 million to the various counterparties for the New Debt Derivatives. The Company does not have any collateral posted for the New Debt Derivatives.

Note 9 Retirement Plans

The following table presents the components of the net periodic retirement plans’ benefit costs for the three months ended March 31, 2010 and 2009, respectively (in 000s):

	Three Months						Three Months
	Ended March 31, 2010						Ended March 31, 2009
	Total			Post-			Total			Post-
	Pension			Retirement			Pension			Retirement
Service Cost	$	408		$	13		$	367		$	13
Interest Cost		617			101			629			114
Expected Return on Assets		(521	)		-			(433	)		-
Amortization of:
Unrecognized Prior Service Cost		(47	)		24			(31	)		24
Unrecognized (Gain)/Loss		206			(55	)		114			(44	)
Total	$	663		$	83		$	646		$	107

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During 2010, the Company expects to contribute approximately $1.2 million to its qualified pension plan, approximately $2.8 million to its excess pension plan, and $0.4 million (net of expected Medicare Part D reimbursements) for benefit payments to its post-retirement benefit plan. During the first three months of 2010, the Company has not yet made any contributions or any payments related to its qualified or excess pension plans. During the first three months of 2010, the Company has paid approximately $0.1 million in benefits related to the post-retirement plan.

Effective October 28, 2009, the excess pension plan was terminated and the actuarial equivalent of total benefits thereunder will be paid out in two tranches, commencing in 2009 and ending in 2010.

Note 10 Mutual Fund Incentive Program

During July 2009, the Company funded $52.2 million into a secular trust as part of a newly established multi-year “Mutual Fund Incentive Program” for certain employees. The secular trust acquired shares of Nuveen mutual funds and other investment products supporting the awards under this new incentive program. The awards are subject to vesting and certain other restrictions. The Company funded an additional $2.0 million for this program during the first three months of 2010.

At March 31, 2010, approximately $62.7 million is included in “Investments” on the Company’s consolidated balance sheet, which represents the fair value of these investments at March 31, 2010. For accounting purposes, most of these investments are classified as “available-for-sale,” with any mark-to-market on these investments being recorded through accumulated other comprehensive income, a separate component of shareholders’ equity. A portion of the investments, $5.1 million, is invested in private investment funds. The mark-to market, and realized gains and losses on this portion of the investments, are recognized in “Other Income/(Expense)” on the accompanying consolidated statements of income. For the first three months of 2010, a gain of $0.2 million was recorded in “Other Income/(Expense) for this private investment fund component.

For the three months ended March 31, 2010, the Company has recorded approximately $13.4 million of compensation expense for this program, which is reflected in “Compensation and benefits” on the accompanying consolidated statement of income for this period. The Company recorded a payout of vested amounts of approximately $1.1 million for the three months ended March 31, 2010. At March 31, 2010 the Company has a liability of $37.1 million for this program included in “Accrued compensation and other expenses” on the accompanying consolidated balance sheet.

Note 11 Equity Incentive Plans

As discussed in the Company’s 2009 annual report on Form 10-K, new equity opportunity programs were put in place during 2006 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 will vest on June 30 of 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. Beginning in 2008 and continuing through 2012, the Company has the right to acquire the Interests of the noncontrolling members.

Also discussed in the Company’s 2009 annual report on Form 10-K is an equity opportunity program put in place as part of the Santa Barbara acquisition. This equity opportunity was put in place to allow key individuals to participate in Santa Barbara’s earnings growth over the subsequent six years (Class 2 Units, Class 5A Units, Class 5B Units, and Class 6 Units, collectively referred to as “Units”).

Under FASB ASC 810-10-65 on non-controlling interests (which became effective for the Company on January 1,

25

2009), any difference between the fair 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. Prior to FASB ASC 810-10-65, such amounts would have been recorded to goodwill.

During February 2010, the Company exercised its right to call various noncontrolling interests as it relates to both the equity opportunity programs put in place during 2006 covering NWQ, Tradewinds, and Symphony as well as the equity opportunity program put in place as part of the Santa Barbara acquisition. Of the total $17.9 million paid in March 2010, approximately $4.8 million was recorded as a reduction to additional paid-in capital.

Note 12 Financial Information Related to Guarantor Subsidiaries

As discussed in Note 7, “Debt,” obligations under the 10.5% senior notes due 2015 are guaranteed by the Parent and each of the Company’s present and future, direct and indirect, wholly-owned material domestic subsidiaries (excluding subsidiaries that are broker dealers).

The following tables present consolidating supplementary financial information for the issuer of the notes (Nuveen Investments, Inc.), the issuer’s domestic guarantor subsidiaries, and the non-guarantor subsidiaries together with eliminations as of and for the periods indicated. Separate complete financial statements of the respective guarantors would not provide additional material information that would be useful in assessing the financial composition of the guarantors.

The issuer’s Parent is also a guarantor of the notes. The Parent was a newly formed entity with no assets, liabilities or operations prior to the completion of the Transactions on November 13, 2007.

As discussed in Note 10, “Mutual Fund Incentive Program,” $62.7 million of investments underlying the mutual fund incentive program are included in the “Issuer of Notes — Nuveen Investments, Inc.” column of the consolidating balance sheet. Although these investments are presented within the “Issuer of Notes” column, these investments may not be pledged as collateral for the debt obligations under the 10.5% senior notes due 2015. The investments were purchased by a secular trust and the Company does not have access to these investments. The Company would only have access to these investments in the event that an employee receiving an award does not vest in their award.

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Nuveen Investments, Inc. & Subsidiaries
CONSOLIDATING BALANCE SHEET
March 31, 2010
(in 000s)

															Consolidated
	Parent		Issuer of Notes												excluding
	Windy City		Nuveen			Guarantor			Non Guarantor			Intercompany			consolidated		Consolidated		Consolidated
	Investments, Inc.		Investments, Inc.			Subsidiaries			Subsidiaries			Eliminations			VIEs		VIEs		VIE Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—		181,761			21,092			53,882			—			256,735		454,722		—			711,457
Restricted cash for debt retirement		—		146,383			—			—			—			146,383		—		—			146,383
Management and distribution fees receivable		—		—			95,138			7,791			—			102,929		—		—			102,929
Other receivables		—		(1,251,499	)		1,380,921			(110,640	)		—			18,782		37,569		—			56,351
Furniture, equipment and leasehold improvements*		—		—			53,383			—			—			53,383		—		—			53,383
Investments		—		170,234			2,743			11,769			—			184,746		3,427,553		(3,109	)		3,609,190
Investment in subsidiaries		1,036,701		1,660,590			803,919			(952	)		(3,500,258	)		—		—		—			—
Goodwill		—		2,166,302			70,357			5,111			—			2,241,770		—		—			2,241,770
Intangible assets*		—		3,050,305			56,438			—			—			3,106,743		—		—			3,106,743
Other assets		—		—			23,666			9,523			—			33,189		3,295		—			36,484
	$	1,036,701		6,124,076			2,507,657			(23,516	)		(3,500,258	)		6,144,660		3,923,139		(3,109	)	$	10,064,690
Liabilities and Equity
Short-Term Obligations:
Debt	$	—		146,225			—			—			—			146,225		—		—		$	146,225
Current taxes payable		—		320			(179	)		—			—			141		—		—			141
Accounts payable		—		—			8,677			8,751			—			17,428		—		—			17,428
Accrued compensation and other expenses		—		60,926			81,117			(582	)		—			141,461		—		—			141,461
Fair value of open derivatives		—		15,089			—			—			—			15,089		—		—			15,089
Other short-term liabilities		—		1,213			5,236			568			—			7,018		133,511		—			140,529
Total Short-Term Obligations		—		223,773			94,851			8,737			—			327,361		133,511		—			460,873
Long-Term Obligations:
Debt		—		3,790,990			—			—			—			3,790,990		3,627,234		(3,109	)		7,415,115
Fair value of open derivatives		—		45,562			—			—			—			45,562		—		—			45,562
Deferred income tax liability, net		—		1,027,050			(27,286	)		1,090			—			1,000,854		—		—			1,000,854
Other long-term liabilities		—		—			24,566			—			—			24,566		—		—			24,566
Total Long-Term Obligations		—		4,863,602			(2,720	)		1,090			—			4,861,972		3,627,234		(3,109	)		8,486,097
Total Liabilities		—		5,087,375			92,131			9,827			—			5,189,333		3,760,745		(3,109	)		8,946,970
Equity:
Nuveen Investments shareholders’ equity		1,036,701		1,036,701			2,405,066			(33,401	)		(3,500,258	)		944,809		162,393		—			1,107,202
Noncontrolling interest		—		—			10,460			58						10,518				—			10,518
Total equity		1,036,701		1,036,701			2,415,526			(33,343	)		(3,500,258	)		955,327		162,393		—			1,117,720
	$	1,036,701		6,124,076			2,507,657			(23,516	)		(3,500,258	)		6,144,660		3,923,139		(3,109	)	$	10,064,690

* At cost, less accumulated depreciation and amortization

27

Nuveen Investments, Inc. & Subsidiaries
CONSOLIDATING STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2010
(in 000s)

														Consolidated
	Parent		Issuer of Notes											excluding
	Windy City		Nuveen			Guarantor		Non Guarantor			Intercompany			consolidated			Consolidated
	Investments, Inc.		Investments, Inc.			Subsidiaries		Subsidiaries			Eliminations			VIEs			VIEs		Consolidated
Operating revenues:
Investment advisory fees from assets under management	$	—		—			174,423		1,249			—			175,672			—	$	175,672
Product distribution		—		—			2		228			—			230			—		230
Performance fees/other revenue		—		—			339		12,767			(12,087	)		1,019			—		1,019
Total operating revenues		—		—			174,764		14,244			(12,087	)		176,921			—		176,921
Operating expense
Compensation and benefits		—		891			76,849		3,297			—			81,037			—		81,037
Severance		—		—			6,037		—			—			6,037			—		6,037
Advertising and promotional costs		—		—			3,077		158			—			3,235			—		3,235
Occupancy and equipment costs		—		—			8,460		71			—			8,531			—		8,531
Amortization of intangible assets		—		16,210			1,335		—			—			17,545			—		17,545
Travel and entertainment		—		94			2,269		264			—			2,627			—		2,627
Outside and professional services		—		19			11,918		407			—			12,344			—		12,344
Other operating expenses		—		159			7,549		13,447			(12,087	)		9,068			—		9,068
Total operating expenses		—		17,373			117,494		17,644			(12,087	)		140,424			—		140,424
Total other income/(expense)		—		4,223			524		517			—			5,263			54,692		59,956
Total net interest revenue/(expense)		—		(78,395	)		203		215			—			(77,977	)		29,311		(48,666	)
Income/(loss) before taxes		—		(91,545	)		57,997		(2,668	)		—			(36,217	)		84,003		47,787
Income tax expense/(benefit)		—		(11,093	)		242		(2,644	)		—			(13,495	)		—		(13,495	)
Net income/(loss)		—		(80,452	)		57,755		(24	)		—			(22,722	)		84,003		61,282
Less: net/(income)/loss attributable to the noncontrolling interests		—		—			473		4			—			477			70,500		70,977
Net income/(loss) attributable to Nuveen Investments	$	—		(80,452	)		57,282		(28	)		—			(23,199	)		13,503	$	(9,695	)

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Nuveen Investments, Inc. & Subsidiaries
CONSOLIDATING STATEMENTS OF CASH FLOW
For the Three Months Ended March 31, 2010
(in 000s)

												Consolidated
	Parent		Issuer of Notes									excluding
	Windy City		Nuveen			Guarantor			Non Guarantor			consolidated			Consolidated
	Investments, Inc.		Investments, Inc.			Subsidiaries			Subsidiaries			VIEs			VIEs			Consolidated
Cash flows from operating activities:
Net income/(loss)	$	—		(80,452	)		57,755			(23	)		(22,721	)		84,003		$	61,282
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
Net (income)/loss attributable to noncontrolling interests		—		—			(473	)		(4	)		(477	)		(70,500	)		(70,977	)
Net (income)/loss attributable to other consolidated variable interest entities		—		—			—			—			—			(13,503	)		(13,503	)
Deferred income taxes		—		(10,929	)		242			(2,849	)		(13,536	)		—			(13,536	)
Depreciation of office property, equipment, and leaseholds		—		—			3,982			—			3,982			—			3,982
Loss on sale of fixed assets				—			53			—			53			—			53
Realized (gains)/losses from available-for sale investments		—		(3,095	)		636			(2	)		(2,461	)		—			(2,461	)
Unrealized (gains)/losses on derivatives		—		(2,281	)		—			—			(2,281	)		—			(2,281	)
Amortization of intangible assets		—		16,210			1,335			—			17,545			—			17,545
Amortization of debt related items, net		—		4,673			—			—			4,673			—			4,673
Compensation expense for equity plans		—		891			5,345			61			6,297			—			6,297
Compensation expense for mutual fund incentive program		—		—			13,434			—			13,434			—			13,434
Net gain on early retirement of Senior Unsecured Notes-5% of 2010		—		293			—			—			293			—			293
Net change in working capital		—		33,684			(55,110	)		3,790			(17,636	)		—			(17,636	)
Net cash provided by / (used in) operating activities		—		(41,006	)		27,199			973			(12,835	)		—			(12,835	)
Cash flow from financing activities
Net change in restricted cash: escrow for Senior Notes due 9/15/10		—		55,362			—			—			55,362			—			55,362
Early retirement of Senior Unsecured Notes - 5% of 2010		—		(52,581	)		—			—			(52,581	)		—			(52,581	)
Purchase of noncontrolling interests		—		—			(17,871	)		—			(17,871	)		—			(17,871	)
Payment of income allocation to noncontrolling interests		—		—			(1,462	)		—			(1,462	)		—			(1,462	)
Undistributed income allocation for noncontrolling interests		—		—			473			4			477			—			477
Dividends paid		—		(449	)		—			—			(449	)		—			(449	)
Other		—		(4	)		—			—			(4	)		—			(4	)
Net cash provided by / (used in) financing activities		—		2,328			(18,860	)		4			(16,528	)		—			(16,528	)
Cash flow from investing activities:
HydePark acquisition		—		—			(1,210	)		—			(1,210	)		—			(1,210	)
Purchase of office property and equipment		—		—			(2,160	)		—			(2,160	)		—			(2,160	)
Proceeds from sales of investment securities		—		1,627			—			—			1,627			—			1,627
Purchase of investment securities		—		(201	)		(50	)		—			(251	)		—			(251	)
Purchase of securities for mutual fund incentive program		—		(2,000	)		—			—			(2,000	)		—			(2,000	)
Net change in consolidated funds		—		—			—			—			—			(106,929	)		(106,929	)
Other		—		10			—			—			10			—			10
Net cash provided by / (used in) investing activities		—		(564	)		(3,420	)		—			(3,984	)		(106,929	)		(110,913	)
Effect of exchange rates on cash and cash equivalents		—		(3	)		—			—			(3	)		—			(3	)
Increase/(decrease) in cash and cash equivalents		—		(39,245	)		4,919			977			(33,350	)		(106,929	)		(140,279	)
Cash and cash equivalents
Beginning of year		—		221,006			16,173			52,906			290,085			20,334			310,419
Cash of variable interest entities consolidated on January 1, 2010													—			541,317			541,317
End of period	$	—		181,761			21,092			53,882			256,735			454,722		$	711,457

29

Note 13 Subsequent Events

The Company has evaluated subsequent events under the provisions of FASB Topic 855-10 and has determined that, through May 17, 2010, the date of the filing of these March 31, 2010 quarterly financial statements with the Securities and Exchange Commission, there were no events occurring subsequent to March 31, 2010 fitting the criteria of FASB Topic 855-10 that needed to be reflected on the Company’s statement of financial position as of March 31, 2010 or results of operations for three months ended March 31, 2010.

30