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): November 14, 2008

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

	Item 2.02 Results of Operations and Financial Condition.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
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 Exhibits 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 10¹/2% 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 September 30, 2008 and December 31, 2007, unaudited consolidated statements of income for the three-month and nine-month periods ended September 30, 2008 and 2007, and changes in shareholders’ equity and cash flows for the nine-month periods ended September 30, 2008 and 2007 (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 and nine-month periods ended September 30, 2008 and 2007, 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 at 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

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revenues generally will increase with a rise in the level of assets under management. Assets under management will rise through sales of our investment products or through increases in the value of portfolio investments. Assets under management may also increase as a result of reinvestment of distributions from funds and accounts. Fee income generally will decline when assets under management decline, as would occur when the values of fund portfolio investments decrease or when managed account withdrawals 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 for other auction rate securities began to fail on a widespread basis and have continued to fail. As we have described in several public announcements, we and the Nuveen closed-end funds have been working on various forms of debt and equity financing to redeem all of the approximately $15 billion of ARPS issued by our closed-end funds. We have completed the redemption of approximately $4.2 billion of ARPS issued by our closed-end funds and continue to work on alternatives to address the remaining ARPS of these funds. However, recent turmoil in the credit markets has severely hampered our efforts to redeem ARPS. The redemption of ARPS and certain related financings may result in lower advisory fees. We believe that the issues relating to the failed auctions of ARPS of closed-end funds generally have caused the market for new closed-end funds to be inactive. We therefore anticipate that we will receive minimal, if any, underwriting fees from new closed-end fund offerings during the balance of 2008. We also expect distribution and underwriting revenue relating to ARPS to continue to decrease.

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

Acquisition of the Company

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

On the effective date, Windy City Investments Holdings, LLC (“Holdings”) acquired all of the outstanding capital stock of the Predecessor for approximately $5.8 billion in cash. Holdings is owned by MDP, affiliates of Merrill Lynch Global Private Equity and certain other co-investors and certain of our employees, including senior management. Windy City Investments, Inc. (the “Parent”) and Windy City Acquisition Corp. (the “Merger Sub”) are corporations formed by Holdings in connection with the acquisition and, concurrently with the closing of the acquisition on November 13, 2007, the Merger Sub merged with and into Nuveen Investments which was the surviving corporation (the “Successor”) and assumed the obligations of the Merger Sub by operation of law.

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The Merger Agreement and plan of merger and the related financing transactions resulted in the following events which are collectively referred to as the “Transactions”:

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

• the entering into by the Merger Sub of a new senior secured credit facility comprised of : (1) a $2.3 billion term loan facility with a term of seven years and (2) a $250 million revolving credit facility with a term of six years, which are discussed in “Capital Resources, Liquidity and Financial Condition”, below;

• the offering by the Merger Sub of $785 million of senior notes, which are discussed in “Capital Resources, Liquidity and Financial Condition”, below:

• the merger of the Merger Sub with and into Nuveen Investments, with Nuveen Investments as the surviving corporation, and the payment of the related merger consideration; and

• the payment of approximately $176 million of fees and expenses related to the Transactions, including approximately $53 million of fees expensed.

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

The purchase price of the Company has been preliminarily allocated to the assets and liabilities acquired based on their estimated fair market values at the date of acquisition.

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

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

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

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Summary of Operating Results

The table presented below highlights the results of our operations for the three-month and nine-month periods ended September 30, 2008 and 2007:

Financial Results Summary
Company Operating Statistics
($ in millions)
	For the third quarter of						For the first nine months of
	2008		2007		% change		2008		2007		% change
Gross sales of investment products		$6,501		$5,135		27%		$16,076		$21,097	(24%)
Net flows of investment products		(1,745)		(1,411)		(24)		(5,706)		3,528	(262)
Assets under management (1)		134,065		170,394		(21)		134,065		170,394	(21)
Operating revenues		191.4		214.2		(11)		579.4		615.3	(6)
Operating expenses		122.0		128.5		(5)		383.2		353.8	8
Net interest expense		59.7		4.7		+++		196.7		17.1	+++
Income tax (benefit)/expense		5.6		28.5		(80)		1.5		94.3	(98)
Net income/(loss)		(9.1)		43.6		(121)		(15.4)		144.5	(111)

                    (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 and nine-month periods ended September 30, 2008 and 2007 are shown below:

Gross Investment Product Sales

(in millions)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2008		2007		2008		2007
Closed-End Funds	$	—	$	47	$	2	$	1,476
Mutual Funds		1,635		1,212		4,828		4,752
Retail Managed Accounts		2,026		1,764		5,846		6,783
Institutional Managed Accounts		2,840		2,112		5,400		8,086
Total	$	6,501	$	5,135	$	16,076	$	21,097

Gross sales for the third quarter were up $1.4 billion or 27% versus sales in the third quarter of the prior year. Institutional managed account sales were up $0.7 billion, or 34% versus sales in the third quarter of the prior year as we raised $1.3 billion through the offering of two new collateralized loan obligations (“CLOs”) during the quarter. Retail managed account sales were up 15% versus the prior year due to the selective reopening of our previously closed Tradewinds International Value Strategy and NWQ Large-Cap Value Strategy. Mutual fund sales increased 35% for the quarter driven by an

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increase in sales of our municipal high yield fund. There were no new closed-end fund offerings in the third quarter of the current year or the prior year.

Year-to-date sales declined $5.0 billion or 24% driven by declines in institutional managed account and closed-end fund sales. Retail managed account sales also declined on a year-to-date basis driven mainly by a decline in Tradewinds value-style international account sales and NWQ value-style managed account sales in the first quarter of the year. Institutional managed account sales declined $2.7 billion as investor caution due to market volatility dampened sales. There were no new closed-end funds offered during the year. During the first nine-months of the prior year we raised $1.5 billion through the issuance of three new funds.

Net flows of investment products for the three-month and nine-month periods ended September 30, 2008 and 2007 are shown below:

     Net Flows

     (in millions)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Closed-End Funds	$	(1,171	)	$	37		$	(1,120	)	$	1,501
Mutual Funds		147			(3	)		953			1,633
Retail Managed Accounts		(1,895	)		(1,782	)		(6,241	)		(3,582	)
Institutional Managed Accounts		1,174			337			702			3,976
Total	$	(1,745	)	$	(1,411	)	$	(5,706	)	$	3,528

We experienced $1.7 billion of net outflows for the quarter, driven by outflows in both retail managed accounts and closed-end funds. Although we experienced outflows on retail managed accounts, third quarter outflows were consistent with outflows in the prior quarter despite an extremely challenging market environment. Closed-end funds experienced net outflows for the quarter as market depreciation caused several of the funds to reduce leverage in order to stay within internal operating leverage ratio bands. Partially offsetting these declines was an increase in net flows from institutional managed accounts as a result of the issuance of CLOs discussed previously.

Year-to-date results are consistent with results for the third quarter, with outflows on closed-end funds and retail managed accounts partially offset by inflows on mutual funds and institutional managed accounts.

The following table summarizes net assets under management:

Net Assets Under Management

(in millions)

	September 30,		December 31,		September 30,
	2008		2007		2007
Closed-End Funds	$	44,710	$	52,305	$	53,234
Mutual Funds		17,661		19,195		19,967
Retail Managed Accounts		40,368		54,919		58,119
Institutional Managed Accounts		31,326		37,888		39,074
Total	$	134,065	$	164,307	$	170,394

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Assets under management ended the quarter at just over $134 billion, a decrease of 21% versus assets under management at the end of the third quarter of 2007 and a decrease of 18% versus assets under management at the end of the prior year. At September 30, 2008, 45% of our assets were in equity portfolios, 45% in municipal portfolios and 10% in taxable fixed-income portfolios.

The following table presents the component changes in our assets under management for the three-month and nine-month periods ended September 30, 2008 and 2007:

Change in Net Assets Under Management

(in millions)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Gross Sales	$	6,501		$	5,135		$	16,076		$	21,097
Reinvested Dividends		(170	)		109			54			319
Redemptions		(8,076	)		(6,655	)		(21,836	)		(17,888	)
Net Flows		(1,745	)		(1,411	)		(5,706	)		3,528
Acquisition		—			—			—			363
Appreciation/(Depreciation)		(16,022	)		203			(24,536	)		4,894
Increase/(Decrease) in Assets	$	(17,767	)	$	(1,208	)	$	(30,242	)	$	8,785

Assets were down $17.8 billion during the quarter as a result of both market depreciation and net outflows. Market movement during the quarter was comprised of $3.1 billion of municipal, $2.3 billion of taxable fixed-income and $10.7 billion of equity market depreciation.

Assets were down $30.2 billion year-to-date as a result of both market depreciation and net outflows. Market movement for this period was comprised of $4.8 billion of municipal, $3.3 billion of taxable fixed-income and $16.4 billion of equity market depreciation.

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

Investment Advisory Fees ⁽¹⁾

(in thousands)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2008		2007		2008		2007
Closed-End Funds	$	66,071	$	67,979	$	200,778	$	198,249
Mutual Funds		26,988		28,458		80,158		83,074
Managed Accounts		87,220		106,717		276,036		309,528
Total	$	180,279	$	203,154	$	556,972	$	590,851

⁽¹⁾ Sub-advisory fee expense for the three-month and nine-month periods ended September 30, 2008 and 2007 was $6.3 million, $7.4 million, $19.9 million and $23.2 million, respectively.

Advisory fees for the quarter declined 11% versus the prior year driven primarily by an 18% decline in fees on managed accounts. Closed-end fund fees declined due to a decline in average assets under

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management (“AUM”) on these funds. Partially offsetting this decline was an overall increase in our share of the advisory fees paid by our funds driven by a reduction in sub-advisory fee expense as we were able to leverage our internal investment capabilities and eliminated the need to access these capabilities through external sub-advisory relationships. Mutual fund fees declined 5% for the quarter due to a reduction in average AUM, mainly as a result of market depreciation. Managed account fees were also down for the quarter due to a reduction in AUM. Managed account AUM declined as a result of both market depreciation and net outflows, mainly on retail managed accounts.

Advisory fees for the nine-month period ended September 30, 2008 declined 6% versus the same period of the prior year. Closed-end fund fees increased despite a decline in average AUM as a result of an increase in the number of days in the period as well as from an overall increase in our share of the advisory fees paid by these funds. Mutual fund fees declined for the period as the extra day of revenue was more than offset by a decline in fees due to a reduction in average AUM. Managed account fees declined due to a reduction in AUM.

Product distribution revenue for the three-month and nine-month periods ended September 30, 2008 and 2007 is shown in the following table:

Product Distribution

(in thousands)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2008		2007		2008			2007
Closed-End Funds	$	—	$	47	$	(39	)	$	1,714
Muni/Fund Preferred®		909		1,081		3,048			3,198
Mutual Funds		233		293		183			84
Total	$	1,142	$	1,421	$	3,192		$	4,996

Product distribution revenue decreased $0.3 million for the quarter and $1.8 million year-to-date due mainly to a decline in underwriting revenue. There were no new closed-end fund offerings in the three-month or nine-month periods ended September 30, 2008.

Performance Fees/Other Revenue

Performance fees/other revenue consists of performance fees earned on institutional assets and various fees earned in connection with services provided on behalf of our defined portfolio assets under surveillance. Consistent with the prior year, performance fees for the third quarter of 2008 were $8.6 million. Performance fees for the first nine months of 2008 were $15.8 million, down from $17.7 million in the first nine months of 2007.

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Operating Expenses

The following table summarizes operating expenses for the three-month and nine-month periods ended September 30, 2008 and 2007:

      Operating Expenses
      (in thousands)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2008		2007		2008		2007
Compensation and benefits	$	66,299	$	89,577	$	218,623	$	238,061
Advertising and promotional costs		3,662		4,605		10,400		12,254
Occupancy and equipment costs		7,413		6,793		21,141		20,172
Amortization of intangible assets		16,235		2,071		48,635		6,074
Travel and entertainment		2,954		3,026		9,443		7,887
Outside and professional services		11,886		10,346		32,252		26,739
Minority interest expense		983		1,867		2,213		6,245
Other operating expenses		12,593		10,218		40,519		36,324
Total	$	122,025	$	128,503	$	383,226	$	353,756

Compensation and Benefits
Compensation and related benefit expense declined $23.3 million when compared with the same quarter of the prior year and $19.4 million versus the prior nine-month period. For both the three month and the nine-month periods, an increase in base compensation due to salary increases and an overall increase in headcount was offset by a decline in incentive compensation.

Amortization of Intangible Assets
Amortization of intangibles increased $14.2 million for the quarter and $42.6 million year-to-date as a result of the Transactions.

Travel and Entertainment
Travel and entertainment expenses for the quarter were consistent with expenses in the same period of the prior year. Year-to-date expenses increased $1.6 million.

Outside and Professional Services
Outside and professional services expense increased $1.5 million for the third quarter and $5.6 million year-to-date primarily due to increases in electronic information and information technology expenses as we consolidate operational platforms and continue to provide our investment and research teams with more tools to better manage their portfolios.

Minority Interest Expense
Minority interest expense results from key employees at NWQ, Tradewinds, Symphony, and Santa Barbara having been granted non-controlling equity-based profits interests in their respective businesses. For additional information on minority interest expense, please refer to “Capital Resources, Liquidity and Financial Condition – Equity Plans” below.

All Other Operating Expenses
All other operating expenses, including advertising and promotional costs, occupancy and equipment and other expenses increased approximately $2.1 million for the third quarter as declines in advertising and promotion expense were offset by increases in severance, recruiting and relocation. Year-to-date all other operating expenses increased $3.3 million driven mainly by increases in severance, recruiting and relocation.

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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 and nine-month periods ended September 30, 2008 and 2007:

     Other Income/(Expense)
     (in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Gains/(Losses) on Investments	$	(39,145	)	$	478		$	(60,584	)	$	3,640
Gains/(Losses) on Fixed Assets		—			(40	)		(4	)		(101	)
MDP Transaction Expense		(1,345	)		—			(2,134	)		—
Miscellaneous Income/(Expense)		(527	)		(9,406	)		(1,673	)		(9,139	)
Total	$	(41,017	)	$	(8,968	)	$	(64,395	)	$	(5,600	)

Included in gains/(losses) on investments in the third quarter of 2008 is a $2.2 million non-cash unrealized mark-to-market loss on derivative transactions entered into as a result of the Transactions. Also included in gains/(losses) on investments is $35.4 million in non-cash losses on the consolidated CLO (see also “Minority Interest Revenue from Consolidated Vehicle” below). In addition to the investment losses reported on the consolidated CLO, we recorded approximately $0.5 million in miscellaneous expense also as a result of the consolidation of the CLO. During the quarter we recorded an additional $1.3 million of expense as a result of the Transactions.

Year-to-date the unrealized mark-to-market on derivatives entered into as a result of the Transactions is a $3.1 million non-cash loss. Year-to-date the consolidated CLO experienced $56.7 million in losses and $1.7 million in miscellaneous expense. Year-to-date we recorded $2.1 million of expense as a result of the Transactions.

Minority Interest Revenue from Consolidated Vehicle

Minority interest revenue from consolidated vehicle includes income/(loss) related to the CLO which is required to be consolidated (See Note 9 to our Consolidated Financial Statements, “Symphony CLO V,” attached hereto as Exhibit 99.1). We have no equity interest in this CLO investment vehicle and all gains and losses recorded in our financial statements are attributable to other investors. For the three-month and nine-month periods ended September 30, 2008, we recorded a $27.9 million loss and a $51.1 million net loss, respectively, on this CLO. The entire amount of the loss is offset in minority interest revenue from consolidated vehicle.

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Net Interest Expense

The following is a summary of net interest expense for the three-month and nine-month periods ended September 30, 2008 and 2007:

     Net Interest Expense
     (in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Dividend and Interest Revenue	$	11,187		$	3,627		$	31,316		$	9,580
Interest Expense		(70,916	)		(8,306	)		(228,023	)		(26,701	)
Total	$	(59,729	)	$	(4,679	)	$	(196,707	)	$	(17,121	)

Net interest expense increased $55.1 million in the third quarter and $179.6 million year-to-date due to an increase in outstanding debt. Included in net interest expense for the third quarter is $8.1 million of net interest revenue related to the consolidated CLO described above. This net interest expense is comprised of $8.9 million in dividend and interest revenue, offset by $0.8 million of interest expense. Included in the nine-month period ended September 30, 2008 is $7.3 million of net interest revenue, comprised of $23.1 million of dividend and interest income offset by $15.8 million of interest expense.

Recent Accounting Pronouncements

SFAS No. 160 – Non-Controlling Interests

During December 2007, the FASB issued SFAS No. 160, “Non-Controlling Interests in Consolidated Financial Statements – an Amendment of ARB No. 51” (“SFAS No. 160”). SFAS No. 160 amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to establish accounting and reporting standards for a non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This pronouncement clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity, separate from the parent’s equity, in the consolidated financial statements. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008; earlier adoption is prohibited. SFAS No. 160 requires retroactive adoption of the presentation and disclosure requirements for existing non-controlling interests. All other requirements of SFAS No. 160 shall be applied prospectively. We are currently evaluating the potential impact of SFAS No. 160 to our consolidated financial statements.

SFAS No. 161 – Amendment to FASB Statement No. 133

On March 19, 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an Amendment of FASB Statement No. 133” (“SFAS No. 161”). SFAS No. 161 is intended to improve transparency in financial reporting by requiring enhanced qualitative and quantitative disclosures of an entity’s derivative instruments and hedging activities. Additional disclosures that will be required under SFAS No. 161 include: how and why an entity uses derivatives; how derivative instruments and related hedged items are accounted for under SFAS No. 133; how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows; credit-risk-related information pertaining to derivative instruments held; location and fair value amounts of derivative instruments reported in the statement of financial position; and location and amount of gains and losses reported in the income statement on derivative instruments and related hedged items. SFAS No. 161 applies to all derivatives within the scope of SFAS No. 133, “Accounting for Derivative and Hedging Activities” (“SFAS No. 133”). It also applies to non-derivative hedging instruments and all hedged items designated and qualifying as hedges under SFAS No. 133. SFAS No. 161 is effective prospectively for financial statements issued for fiscal years and

11

interim periods beginning after November 15, 2008, with early adoption permitted. We will adopt SFAS 161 on January 1, 2009 and are currently evaluating the potential impact on our financial statements when implemented.

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 available credit facilities and long-term notes.

In connection with the Transactions, we significantly increased our level of debt. As of September 30, 2008, we have outstanding approximately $3.6 billion in aggregate principal amount of indebtedness, with an additional $250 million borrowing capacity available under our revolving credit facility.

Senior Secured Credit Facilities

Our senior secured credit facility (the “Credit Facility”) consists of a $2.3 billion term loan facility and a $250 million secured 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, we are required to pay a commitment fee to the lenders in respect of the unutilized loan commitments at a rate of 0.3750% per annum. We received approximately $2.3 billion in net proceeds after discounts and underwriting commissions. The net proceeds were used as part of the financing that was used to consummate the Transactions. As of September 30, 2008, there were no borrowings under the revolving credit facility.

All obligations under the Credit Facility are guaranteed by the Parent and each of our 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 securities 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 us or any guarantor and (2) on a first lien basis by substantially all other present and future assets of Nuveen Investments and each guarantor.

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

We are required to make quarterly payments under the senior term loan facility in the amount of $5,787,500. The first payment was made on June 30, 2008 and the second on September 30, 2008. The credit agreement permits all or any portion of the loans outstanding to be prepaid.

The Credit Facility contains customary financial covenants, including but not limited to, maximum consolidated total secured leverage (net of certain cash and cash equivalents); certain other limitations on us and certain of our subsidiaries’ ability to incur additional debt; and other customary covenants.

Senior Unsecured Notes

Also in connection with the Transactions, we issued $785 million of senior unsecured notes (the “Senior Notes”). The 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, commencing on May 15, 2008. We received approximately $759 million in net proceeds after underwriting commissions and structuring fees. The net proceeds were used as part of the financing that was used to consummate the Transactions.

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Obligations under the 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 credit agreement.

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 which remain outstanding. We received approximately $544 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 November 15 each year. The 10-year senior term notes bear interest at an annual fixed rate of 5.5%, payable semi-annually also on March 15 and November 15 each year. The net proceeds from the notes were used to refinance outstanding debt. The costs related to the issuance of the senior term notes were capitalized and are being amortized to expense over their respective terms. From time to time the Company may, in compliance with the covenants under the new senior secured credit facilities and the indenture for the notes, redeem, repurchase or otherwise acquire for value these notes.

Other

In addition to the above facilities, our broker-dealer subsidiary may utilize uncommitted lines of credit with no annual facility fees for unanticipated, short-term liquidity needs. As of September 30, 2008 and December 31, 2007, no borrowings were outstanding on these uncommitted lines of credit.

Adequacy of Liquidity

We believe that funds generated from operations and existing borrowing capacity 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 and to service debt may be affected by general economic, financial, competitive, legislative and regulatory factors, and the cost of litigation claims, among other things. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to use under our secured revolving credit facility in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs.

Equity Plans

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, the Company had the right to purchase the non-controlling 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 minority members’ interests for $23.6 million. We have repurchased all member interests outstanding under this program.

As part of the Santa Barbara acquisition, an equity opportunity was established to allow key individuals to participate in Santa Barbara’s earnings growth over the subsequent five years (Class 2 Units, Class 5A Units, Class 5B Units, and Class 6 Units, collectively referred to as “Units”). The Class 2 Units were fully vested upon issuance. One third of the Class 5A Units vested on June 30, 2007, one third vested on June 30, 2008 and the remaining third will vest 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 will vest on June 30, 2009. During the nine months ended September 30, 2008 and 2007, we recorded approximately $0.2 million and $2.2 million, respectively, of minority interest expense, which reflects the portion of profits applicable to the minority owners. 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

13

achieving certain profit levels and the distributions of profits interests are also subject to a cap in each year. Beginning in 2008 and continuing through 2012, we have the right to acquire the Units of the non-controlling members. During the first quarter of 2008, we exercised our right to call 100% of the Class 2 Units for approximately $30.0 million.

During 2006, new equity opportunities were put in place covering NWQ, Tradewinds and Symphony. These programs allow key individuals of these businesses to participate in the growth of their respective businesses over the subsequent six years. Classes of interests were established at each subsidiary (collectively referred to as “Interests”). Certain of these Interests vested or will vest on June 30, 2007, 2008, 2009, 2010 and 2011. During the first nine months of 2008 and 2007, we recorded approximately $1.8 million and $2.1 million, respectively, of minority interest expense, which reflects the portion of profits applicable to minority interest owners. 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, 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 callable Interests outstanding for approximately $31.3 million.

Broker/Dealer

Our broker/dealer subsidiary is subject to requirements of the Securities and Exchange Commission relating to liquidity and capital standards. (See Note 3 to our Consolidated Financial Statements, “Net Capital Requirements,” attached hereto as Exhibit 99.1).

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.

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 the continuing turmoil in the credit markets and volatility in the equity 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 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 efforts to obtain financing to redeem the ARPS at their par value of $25,000

14

per share and the effects of any regulatory activity or litigation relating thereto; (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 the Financial Industry Regulatory Authority; (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) future acquisitions that are not profitable for us; (15) the effect on us of increased leverage as a result of our incurrence of additional indebtedness in connection with the Transactions; (16) the impact of accounting pronouncements; and (17) any failure of our operating personnel and systems to perform effectively.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

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

Interest Rate Sensitivity

Our obligations under the Credit Facility will expose our earnings to changes in short-term interest rates since the interest rate on this debt is variable. At September 30, 2008 the aggregate principal amount of our indebtedness is approximately $3.6 billion, of which approximately $2.3 billion is variable rate debt and approximately $1.3 billion is fixed rate debt. For our variable rate debt, we estimate that a 100 basis point increase (one percentage point) in variable interest rates would have resulted in a $23.0 million increase in annual interest expense (prior to any adjustment for interest rate hedges discussed below); however, it would not be expected to have a substantial impact on the fair value of the debt at September 30, 2008. A change in interest rates would have had no impact on interest incurred on our fixed rate debt or cash flow, but would have had an impact on the fair value of the debt. We estimate that a 100 basis point increase in interest rates from the levels at September 30, 2008 would result in a net decrease in the fair value of our debt of approximately $37.6 million.

The variable nature of our obligations under the Credit Facility creates interest rate risk. In order to mitigate this risk, we entered into nine interest rate swap derivative transactions and one collar derivative transaction that effectively converted $2.3 billion of our new variable rate debt into fixed-rate borrowings or borrowings that are subject to a maximum rate. In addition, at September 30, 2008, we held two basis swap derivative transactions with a notional amount of $1.5 billion. These basis swap derivatives effectively lock-in the expected future difference between one-month and three-month LIBOR as the primary reference rate for our variable rate debt. Collectively, these derivatives are referred to as the “New Debt Derivatives.” The New Debt Derivatives are not accounted for as hedges for accounting purposes. For additional information see Note 6 to our Consolidated Financial Statements, “Derivative Financial Instruments,” attached hereto as Exhibit 99.1. At September 30, 2008 the fair value of the New Debt Derivatives is a liability of $34.8 million. We estimate that a 100 basis point change in interest rates would have a $42.5 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 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

15

accounts, which expose us to interest rate risk, was approximately $62.7 million at September 30, 2008. We estimate that a 100 basis point increase in interest rates from the levels at September 30, 2008 would result in a net decrease of approximately $0.6 million in the fair value of the fixed-income investments at September 30, 2008. A 100 basis point increase in interest rates is a hypothetical scenario used to demonstrate potential risk and does not represent management’s view of future market changes.

Equity Market Sensitivity

As discussed above in the “Interest Rate Sensitivity” section, we invest in certain company-sponsored managed investment funds and accounts that invest in a variety of asset classes. The carrying value of our investments in funds and accounts subject to equity price risk is approximately $53.1 million at September 30, 2008. We estimate that a 10% adverse change in equity prices would result in a $5 million decrease in the fair value of our equity securities. The model to determine sensitivity assumes a corresponding shift in all equity prices.

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

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

Inflation

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

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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 periods ended September 30, 2008 and 2007.

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: November 14, 2008	NUVEEN INVESTMENTS, INC.
	By:	/s/ John L. MacCarthy
	Name: John L. MacCarthy
	Title: Executive Vice President

EXHIBIT INDEX

Exhibit No.	Description
99.1	Consolidated Financial Statements of Nuveen Investments, Inc. and its subsidiaries for the periods ended September 30, 2008 and 2007.

EX-99.1

EXHIBIT 99.1

NUVEEN INVESTMENTS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Consolidated Balance Sheets (Unaudited), September 30, 2008 and December 31, 2007		2
Consolidated Statements of Income (Unaudited), Three and Nine Months Ended September 30, 2008 and 2007		3
Consolidated Statement of Changes in Shareholders’ Equity (Unaudited), Nine Months Ended September 30, 2008		4
Consolidated Statements of Cash Flows (Unaudited), Nine Months Ended September 30, 2008 and 2007		5
Notes to Consolidated Financial Statements (Unaudited)		6

Nuveen Investments, Inc. & Subsidiaries

Consolidated Balance Sheets
Unaudited
(in thousands)

	September 30,			December 31,
	2008			2007
Assets
Cash and cash equivalents	$	288,605		$	285,051
Management and distribution fees receivable		99,211			103,866
Other receivables		15,442			51,204
Furniture, equipment, and leasehold improvements, at cost less accumulated depreciation and amortization of $82,885 and $76,143, respectively		57,938			46,793
Investments		457,287			489,634
Goodwill		3,319,895			3,376,841
Intangible assets, at cost less accumulated amortization of $56,735 and $8,100, respectively		4,033,065			4,079,700
Current taxes receivable		58,407			235,227
Other assets		16,815			16,989
	$	8,346,665		$	8,685,305
Liabilities and Shareholders’ Equity
Short-term obligations:
Accounts payable	$	17,802		$	16,931
Accrued compensation and other expenses		129,411			174,852
Fair value of open derivatives		34,805			31,687
Other short-term liabilities		21,787			82,475
Total short-term obligations		203,805			305,945
Long-term obligations:
Term notes	$	3,964,036		$	3,968,723
Deferred compensation		11,740			8,124
Deferred income tax liability, net		1,420,704			1,545,388
Other long-term liabilities		23,558			21,781
Total long-term obligations		5,420,038			5,544,016
Total liabilities		5,623,843			5,849,961
Minority interest		(37,684	)		61,315
Shareholders’ equity:
Additional paid-in capital		2,822,236			2,801,714
Retained earnings/(deficit)		(45,956	)		(30,538	)
Accumulated other comprehensive income/(loss)		(15,774	)		2,853
Total shareholders’ equity		2,760,506			2,774,029
	$	8,346,665		$	8,685,305

See accompanying notes to consolidated financial statements.

2

Nuveen Investments, Inc. & Subsidiaries

Consolidated Statements of Income
Unaudited
(in thousands)

	Successor			Predecessor			Successor			Predecessor
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Operating revenues:
Investment advisory fees from assets under management	$	180,279		$	203,154		$	556,972		$	590,851
Product distribution		1,142			1,421			3,192			4,996
Performance fees / other revenue		9,953			9,658			19,207			19,480
Total operating revenues		191,374			214,233			579,371			615,327
Operating expenses:
Compensation and benefits		66,299			89,577			218,623			238,061
Advertising and promotional costs		3,662			4,605			10,400			12,254
Occupancy and equipment costs		7,413			6,793			21,141			20,172
Amortization of intangible assets		16,235			2,071			48,635			6,074
Travel and entertainment		2,954			3,026			9,443			7,887
Outside and professional services		11,886			10,346			32,252			26,739
Minority interest expense		983			1,867			2,213			6,245
Other operating expenses		12,593			10,218			40,519			36,324
Total operating expenses		122,025			128,503			383,226			353,756
Minority interest revenue from consolidated vehicle		27,889			—			51,124			—
Other income/(expense)		(41,017	)		(8,968	)		(64,395	)		(5,600	)
Net interest expense		(59,729	)		(4,679	)		(196,707	)		(17,121	)
Income/(loss) before taxes		(3,508	)		72,083			(13,833	)		238,850
Income tax expense/(benefit)		5,614			28,473			1,535			94,346
Net income/(loss)	$	(9,122	)	$	43,610		$	(15,368	)	$	144,504

See accompanying notes to consolidated financial statements.

3

Nuveen Investments, Inc. & Subsidiaries
Consolidated Statement of Changes in Shareholders’ Equity
Unaudited
(in thousands)

						Accumulated
	Additional		Retained			Other
	Paid-In		Earnings/			Comprehensive
	Capital		(Deficit)			Income/(Loss)			Total
Balance at December 31, 2007	$	2,801,714	$	(30,538	)	$	2,853		$	2,774,029
Net loss		-		(15,368	)		-			(15,368	)
Conversion of right to receive A Shares into A Shares		72		-			-			72
Vested Value of B Units		20,450		-			-			20,450
Dividends		-		(50	)		-			(50	)
Other comprehensive loss		-		-			(18,627	)		(18,627	)
Balance at September 30, 2008	$	2,822,236	$	(45,956	)	$	(15,774	)	$	2,760,506

	Nine Months
Comprehensive Income/(Loss) (in 000s):	Ending 9/30/08
Net loss	$	(15,368	)
Other comprehensive income/(loss):
Unrealized gains/(losses) on marketable equity securities, net of tax		(12,856	)
Reclassification adjustments for realized (gains)/losses		(15	)
Funded status of retirement plans, net of tax		(5,747	)
Foreign currency translation adjustment		(9	)
Subtotal: other comprehensive loss		(18,627	)
Comprehensive Loss	$	(33,995	)

See accompanying notes to consolidated financial statements.

4

Nuveen Investments, Inc. & Subsidiaries
Consolidated Statements of Cash Flows
Unaudited
(in thousands)

	Successor			Predecessor
	Nine Months Ended September 30,
	2008			2007
Cash flows from operating activities:
Net income/(loss)	$	(15,368	)	$	144,504
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Deferred income taxes		(7,036	)		(6,605	)
Depreciation of office property, equipment and leaseholds		7,368			7,312
Loss on sale of fixed assets		4			101
Unrealized (gains)/losses		2,966			(475	)
Amortization of intangible assets		48,635			6,074
Amortization of debt related items, net		6,888			429
Compensation expense for equity plans		29,799			38,288
Net (increase) decrease in assets:
Management and distribution fees receivable		4,655			(7,971	)
Other receivables		17,310			(849	)
Current taxes receivable		176,820			-
Other assets		(121	)		8,302
Net increase (decrease) in liabilities:
Accrued compensation and other expenses		(47,362	)		(9,929	)
Deferred compensation		-			3,821
Accounts payable		871			1,940
Current taxes payable		-			(2,378	)
Other liabilities		(6,062	)		(5,016	)
Other		(7	)		(3,530	)
Net cash provided by operating activities		219,360			174,018
Cash flows from financing activities:
Repayment of notes payable		(11,575	)		(100,000	)
Dividends paid		(50	)		(57,252	)
Conversion of right to receive A Shares into A Shares		72			-
Proceeds from stock options exercised		-			45,148
Acquisition of treasury stock		-			(41,422	)
Tax effect of options and restricted stock		-			20,014
Net cash used in financing activities		(11,553	)		(133,512	)
Cash flows from investing activities:
MDP Transaction		(127	)		-
HydePark acquisition, net of cash received		-			(9,706	)
Purchase of office property and equipment		(18,513	)		(14,251	)
Proceeds from sales of investment securities		13,293			21,935
Purchases of investment securities		(13,225	)		(46,883	)
Repurchase of minority members’ interests		(84,934	)		(22,500	)
Net change in consolidated funds		(100,741	)		(2,942	)
Other		3			(196	)
Net cash used in investing activities		(204,244	)		(74,543	)
Effect of exchange rates on cash and cash equivalents		(9	)		20
Increase/(decrease) in cash and cash equivalents		3,554			(34,017	)
Cash and cash equivalents:
Beginning of year		285,051			223,168
End of period	$	288,605		$	189,151
Supplemental Information:
Taxes Paid	$	6,362		$	83,315
Interest Paid	$	207,696	*		$33,299

* Includes $13.7 million for Symphony CLO V.

See accompanying notes to consolidated financial statements.

5

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2008

Note 1  Basis of Presentation

The unaudited consolidated financial statements presented herein include the accounts of Nuveen Investments, Inc. (the “Company,” or “we,” or “our”), its majority-owned subsidiaries, and certain funds which we are required to consolidate (as further discussed in Note 10, “Consolidated Funds,” in the Company’s year-end financial statement filing), and have been prepared in conformity with U.S. generally accepted accounting principles. All significant intercompany transactions and accounts have been eliminated in consolidation.

The unaudited consolidated financial statements presented herein should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s year-end financial statement filing on Form 8-K dated March 31, 2008 (“year-end financial statement filing”).

As more fully discussed in Note 1, “Acquisition of the Company,” in the Company’s year-end financial statement filing, Nuveen Investments, Inc. (the “Predecessor”) was acquired by a group of private equity investors led by Madison Dearborn Partners, LLC (“MDP”) in a merger and related transactions (collectively, the “Transactions”). The Transactions closed on November 13, 2007.

Financial results presented for periods prior to November 13, 2007 represent operations of the Predecessor. Financial results presented from November 14, 2007 forward represent operations of the company surviving the MDP-led buyout (the “Successor”). As a result of the MDP-led buyout and the application of purchase accounting as of November 13, 2007, the consolidated financial statements for the period after November 13, 2007 (the Successor period) are presented on a different basis than that for periods prior to November 13, 2007 (the Predecessor period) and therefore are not comparable.

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.

Note 2  SFAS No. 157 — Fair Value Measurements

On September 15, 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years.

In February 2008, the FASB issued Staff Position 157-2 (“FSP 157-2”). FSP 157-2 permits delayed adoption of SFAS No. 157 for certain non-financial assets and liabilities, which are not recognized at fair value on a recurring basis, until fiscal years and interim periods beginning after November 15, 2008. As permitted by FSP 157-2, the Company has elected to delay the adoption of SFAS No. 157 for qualifying non-financial assets and liabilities, such as property, plant, and equipment, goodwill and intangible assets. The Company is

6

in the process of evaluating the impact, if any, that the application of SFAS No. 157 to its non-financial assets will have on the Company’s consolidated results of operations or financial position.

SFAS No. 157 itself does not require that fair value be applied to specific items; it merely clarifies how to value items that must be measured at fair value.

SFAS No. 157 provides enhanced guidance for using fair value to measure assets and liabilities by defining fair value, establishing a framework for measuring fair value, and expanding disclosure requirements about fair value measurements. Prior to this standard, methods for measuring fair value were diverse and inconsistent, especially for items that are not actively traded. The standard clarifies that, for items that are not actively traded, such as certain kinds of derivatives, fair value should reflect the price in a transaction with a market participant, including an adjustment for risk, not just the company’s mark-to-market model value. The standard also requires expanded disclosure of the effect on earnings for items measured using unobservable data.

Under SFAS No. 157, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. SFAS No. 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions a market participant would use in pricing an asset or a liability.

SFAS No. 157 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). SFAS No. 157 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 following table presents information about the Company’s fair value measurements at September 30, 2008 (in 000s):

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				Fair Value Measurements at September 30, 2008 Using
				Quoted Prices in			Significant Other			Significant
				Active Markets			Observable			Unobservable
				for Identical			Inputs			Inputs
Description	Sept. 30, 2008			Assets (Level 1)			(Level 2)			(Level 3)
Assets
Available-for-sale securities	$	115,500		$	77,126		$	15,669		$	22,705
Underlying investments from consolidated vehicle		341,475			-			-			341,475
Other investments		312			-			-			312
Liabilities
Derivative financial instruments		($34,805	)	$	(19	)	$	(34,786	)		-

	Fair Value Measurements Using
	Significant Unobservable Inputs (Level 3)
				Underlying
				Investments in
	Available-for-			Consolidated			Other
	Sale Securities			Vehicle			Investments			Total
Beginning balance (as of June 30, 2008)	$	25,232		$	373,621		$	631		$	399,484
Total gains or losses (realized/unrealized)		(2,527	)		-			(67	)		(2,594	)
Included in earnings		14			-			(67	)		(53	)
Included in other comprehensive income		(2,541	)		-			-			(2,541	)
Purchases and sales		-			(32,146	)		(252	)		(32,398	)
Transfers in and/or out of Level 3		-			-			-			-
Ending balance (as of September 30, 2008)	$	22,705		$	341,475		$	312		$	364,492

Available-for-Sale Securities

Approximately $77.1 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 $15.7 million of the Company’s available-for-sale investments are considered to be Level 2 financial instruments, as they are valued based on quoted prices in less liquid markets.

As further discussed in Note 8, “Investments in Collateralized Loan and Debt Obligations,” the Company also has $4.3 million invested in collateralized debt obligation entities for which it acts as a collateral manager. This $4.3 million investment is included in “available-for-sale” securities and the Company considers these investments to be Level 3 financial instruments, as the valuations for these investments are based on cash flow estimates and the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability (including assumptions about risk), as developed based on the best information available in the circumstances. At September 30, 2008, the Company also holds $15.4 million in auction rate preferred stock of an unaffiliated issuer. As further discussed in the Company’s year-end financial statement filing and in this filing, the auctions for auction rate preferred stock began to fail on a widespread basis in the beginning of 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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Underlying Investments from Consolidated Vehicle

As further discussed in Note 9, “Symphony CLO V,” the Company is required to consolidate into its financial results an investment vehicle, Symphony CLO V, in which the Company has no equity interest, but for which an affiliate of MDP is the majority equity holder. The underlying investment securities in Symphony CLO V are predominantly syndicated loans whose fair values are derived from broker-quotes. The Company considers these investments to be Level 3 financial instruments.

Other Investments

The Company holds a general partner interest in certain limited partnerships for which one of its subsidiary companies is the advisor. The Company considers these investments to be Level 3 financial instruments, as the fair value of these investments is based on valuation pricing models.

Derivative Financial Instruments

As further discussed in Note 6, “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 and an interest rate collar to manage its interest rate risk related to its long-term debt. 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. The fair value of the interest rate collar is determined using the market standard methodology of discounting the future expected cash payments that would occur if variable interest rates fell below the floor strike rate or the cash receipts that would occur if variable interest rates rose above cap strike rate. The variable interest rates used in the calculation of projected cash flows on the collar are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.

To comply with the provisions of SFAS No. 157, 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.

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. However, as of September 30, 2008, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of these derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of these derivatives. As a result, the Company has determined that its valuations for derivatives related to its long-term debt in their entirety are classified in Level 2 of the fair value hierarchy.

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Counterparty risk, otherwise known as default risk, is the risk that an organization fails to perform on its obligations when due, either because of temporary liquidity issues or longer-term systemic issues. Although we are subject to counterparty risk with respect to our derivative instruments related to long-term debt, as of September 30, 2008, ten out of twelve of our derivative instruments related to long-term debt are in a negative position — meaning that the fair value of these open derivatives represent a net liability owed by us to various counterparties. In addition, for most of 2008, the majority of the derivative instruments related to long-term debt have been in a net liability position to us. We do not have any collateral posted on deposit with any of our counterparties as it relates to the derivative instruments related to long-term debt. We attempt to minimize counterparty risk on our derivative instruments related to long-term debt by entering into derivatives contracts with major banks and financial institutions that we already have established relationships with.

Derivative Instruments Related to Certain Product Portfolios

At September 30, 2008, the Company holds futures contracts that have not been designated as hedging instruments under SFAS No. 133 in order to mitigate the overall market risk of certain product portfolios. As the valuations for these futures contracts are directly received from the counterparty, the futures arm of a nationally recognized bank, the Company has determined that the valuations for the derivatives related to certain product portfolios are classified in Level 1 of the fair value hierarchy, as all valuations for these derivatives are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Note 3  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 September 30, 2008, Nuveen Investments, LLC’s net capital ratio was 3.40 to 1 and its net capital was approximately $12.4 million, which was $9.6 million in excess of the required net capital of $2.8 million.

Note 4  Goodwill and Intangible Assets

The following table presents a reconciliation of activity in the balance of goodwill from December 31, 2007 to September 30, 2008 presented on our consolidated balance sheets (in thousands):

Balance at December 31, 2007	$	3,376,841
MDP Transaction		(116,911	)
Repurchase of NWQ minority interests		23,500
Repurchase of SBAM minority interests		12,327
Repurchase of NWQ, Tradewinds, and Symphony Equity Program interests		24,138
Balance at September 30, 2008	$	3,319,895

During the nine months ended September 30, 2008, the Company reduced goodwill arising from the MDP Transaction by approximately $116.9 million. The adjustments include $2.0 million for an update to the preliminary purchase price allocation, $8.8 million related to the revaluation of the Company’s pension and post-retirement plans, and $106.0 million in tax adjustments.

As discussed in Note 20, “Subsequent Events,” in the Company’s year-end financial statement filing, the Company repurchased various minority interests of certain subsidiaries. As a result of these various repurchase transactions, the Company recorded a total of approximately $60.0 million as goodwill.

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The following table presents gross carrying amounts and accumulated amortization amounts for the remaining unamortized intangible assets presented on our consolidated balance sheets at September 30, 2008 and December 31, 2007 (in thousands):

	At September 30, 2008				At December 31, 2007
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Trade names	$	273,800	$	-	$	273,800	$	-
Investment contracts – closed end funds		1,552,200		-		1,551,400		-
Investment contracts – mutual funds		1,291,200		-		1,290,600		-
Customer relationships – managed accts		972,600		56,735		972,000		8,100
Total	$	4,089,800	$	56,735	$	4,087,800	$	8,100

The gross carrying amounts of the Company’s intangible assets as of September 30, 2008 reflect an updated purchase price allocation. Of the intangible assets presented above, only one is amortizable – Customer Relationships – Managed Accounts; the estimated approximate useful life of this one amortizable intangible asset is 15 years. The remaining intangible assets presented above are indefinite-lived. The estimated aggregate amortization expense for the next five years is approximately $16.2 million for the remaining three months of 2008, and annual amortization of $64.8 million for each of the years 2009 through 2012.

Note 5  Debt

At September 30, 2008 and December 31, 2007, debt on the accompanying consolidated balance sheets was comprised of the following long-term obligations (in thousands):

	September 30,			December 31,
	2008			2007
Long-Term Obligations:
Senior term notes – 5 Year (due 2010)	$	250,000		$	250,000
Net unamortized discount – 5 year notes		(291	)		(395	)
Senior term notes – 10 Year (due 2015)		300,000			300,000
Net unamortized discount – 10 year notes		(1,132	)		(1,230	)
Net unamortized debt issuance costs – 5 and 10 year senior term notes		(2,596	)		(3,042	)
Term loan facility		2,303,425			2,315,000
Net unamortized discount		(20,873	)		(22,847	)
10.5% senior unsecured notes		785,000			785,000
Net unamortized debt issuance costs – term loan facility and 10.5% senior unsecured notes		(52,245	)		(56,511	)
Symphony CLO V notes payable		378,540			378,540
Symphony CLO V subordinated notes		24,208			24,208
Total	$	3,964,036		$	3,968,723

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Senior Secured Credit Agreement — Successor

As a result of the Transactions, the Company has a new 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 Company received approximately $2.3 billion in net proceeds after discounts and underwriting commissions. The net proceeds were used as part of the financing to consummate the Transactions. At September 30, 2008 and December 31, 2007, there were no borrowings under the $250 million secured 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. The Company is required to make quarterly payments under the senior term loan facility in the amount of approximately $5.8 million beginning June 30, 2008. The credit agreement permits all or any portion of the loans outstanding to be prepaid.

At December 31, 2007, the Company had $2.3 billion outstanding under the term loan facility. At September 30, 2008, after the first two quarterly payments of $5.8 million were made, the Company had approximately $2.3 billion outstanding under the term loan facility.

All obligations under the Credit Facility are guaranteed by Windy City Investments Inc. (the “Parent”) and each of our 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 other present and future assets of Nuveen Investments and each guarantor.

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

At September 30, 2008 and December 31, 2007, the fair value of the $2.3 billion term loan facility was approximately $2.0 billion and $2.3 billion, respectively. The Credit Facility contains customary financial covenants, including but not limited to, maximum consolidated total secured leverage, net of certain cash and cash equivalents, and certain other limitations on the Company and certain of the Company’s restricted subsidiaries’ (as defined in the credit agreement) ability to incur additional debt.

Senior Term Notes — Predecessor / Successor

On September 12, 2005, the Predecessor 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”), which remain outstanding at September 30, 2008 and December 31, 2007. 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 of each year. The 10-year Predecessor senior term notes bear interest at an annual fixed rate of 5.5% payable semi-annually on March 15 and September 15 of each year. 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 are being amortized to expense over their term. At September 30, 2008, the fair value of the 5-year and 10-year Predecessor senior term notes was approximately $215.3 million and $152.2 million, respectively. At December 31, 2007, the fair value of the 5-year and 10-year Predecessor senior term notes was approximately $229.2 million and $207.9 million, respectively.

12

Senior Unsecured Notes — Successor

Also in connection with the 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.

As of September 30, 2008 and December 31, 2007, the fair value of the $785 million 10.5% senior notes was approximately $606.3 million and $779.7 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 agreement.

Symphony CLO V — Successor

As more fully discussed in Note 10, “Consolidated Funds,” in the Company’s year-end financial statement filing, the Company is required to consolidate into its financial results a collateralized loan obligation, Symphony CLO V, in accordance with U.S. generally accepted accounting principles. Although the Company does not hold any equity interest in this investment vehicle, an affiliate of MDP is the majority equity holder. The $378.5 million of Notes Payable and $24.2 million of Subordinated Notes reflected in the table, above, reflect debt obligations of Symphony CLO V. All of this debt is collateralized by the assets of Symphony CLO V.

Other

The Company’s broker-dealer subsidiary may utilize uncommitted lines of credit with no annual facility fees for unanticipated, short-term liquidity needs. As of September 30, 2008 and December 31, 2007, no borrowings were outstanding on these uncommitted lines of credit.

Note 6  Derivative Financial Instruments

The Company uses derivative financial 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.

SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities, an Amendment of FASB Statement No. 133” and further amended by SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” (collectively, “SFAS No. 133”), requires recognition of all derivatives on the balance sheet at fair value. Derivatives that do not meet the SFAS No. 133 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 SFAS No. 133 are offset against the change in the fair value of the hedged assets or liabilities, with only any “ineffectiveness” (as defined under SFAS No. 133) marked through earnings.

At September 30, 2008 and December 31, 2007, the Company did not hold any derivatives designated in a formal hedge relationship under the provisions of SFAS No. 133.

13

Derivative Transactions Related to Financing Part of the Transactions

As of September 30, 2008 and December 31, 2007, the Company held nine interest rate swap derivative transactions and one collar derivative that effectively convert $2.3 billion of variable rate debt into fixed-rate borrowings. In addition at September 30, 2008 the Company also held two basis swap derivative transactions with a notional amount of $1.5 billion. These basis swap derivatives effectively lock-in the expected future difference between one-month and three-month LIBOR as the primary reference rate for our variable debt. Collectively, these derivatives are referred to as the “New Debt Derivatives.” The Company recorded $3.1 million in unrealized losses in “Other Income/(Expense)” and $0.3 million in realized losses in “Net Interest Expense” related to the New Debt Derivatives on the accompanying consolidated statement of income for the nine months ended September 30, 2008. As the New Debt Derivatives did not exist until the fourth quarter of 2007, there were no unrealized gains/losses related to the New Debt Derivatives for the nine months ended September 30, 2007. At September 30, 2008 and December 31, 2007, the fair value of the New Debt Derivatives is a liability of $34.8 million and a liability of $31.7 million, respectively, and is reflected in “Fair Value of Open Derivatives” on the accompanying consolidated balance sheets as of September 30, 2008 and December 31, 2007.

Derivative Transactions Related to Certain Product Portfolios

The Company entered into swap agreements and futures contracts that have not been designated as hedging instruments under SFAS No. 133 in order to mitigate overall market risk of certain product portfolios. At September 30, 2008 and December 31, 2007, the net fair value of these open non-hedging derivatives was approximately a liability of $19,000 and a liability of $17,000, respectively, and is reflected in “Fair Value of Open Derivatives” included in Short-Term Obligations and “Other Assets” on the accompanying consolidated balance sheets as of September 30, 2008 and December 31, 2007, respectively. For the nine months ended September 30, 2008, the Company recorded approximately $0.3 million of net losses related to these derivatives, comprised of approximately $0.1 million in unrealized gains and $0.4 million in realized losses, both of which are reflected in “Other Income/(Expense)” on the accompanying consolidated statement of income for that period. For the nine months ended September 30, 2007, the Company recorded approximately $0.1 million of net gains related to these derivatives, comprised of $0.5 million in unrealized gains and $0.4 million in realized losses, both of which are reflected in “Other Income/(Expense)” on the accompanying consolidated statement of income for that period.

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Note 7  Retirement Plans

The following table presents the components of the net periodic retirement plans’ benefit costs for the three and nine month periods ended September 30, 2008 and 2007, respectively:

	Three Months					Three Months
	Ended Sept. 30, 2008					Ended Sept. 30, 2007
	Total			Post-		Total			Post-
	Pension			Retirement		Pension			Retirement
Service Cost	$	381,718		$	90,172	$	374,633		$	141,441
Interest Cost		599,616			165,304		543,652			213,645
Expected Return on Assets		(598,548	)		—		(567,176	)		—
Amortization of:
Unrecognized Prior Service Cost		(38,429	)		—		(651	)		(66,307	)
Unrecognized (Gain)/Loss		—			—		45,289			82,765
Total	$	344,357		$	255,476	$	395,747		$	371,544

	Nine Months					Nine Months
	Ended Sept. 30, 2008					Ended Sept. 30, 2007
	Total			Post-		Total			Post-
	Pension			Retirement		Pension			Retirement
Service Cost	$	1,145,154		$	270,516	$	1,317,895		$	300,205
Interest Cost		1,798,848			495,912		1,684,998			496,379
Expected Return on Assets		(1,795,644	)		—		(1,713,812	)		—
Amortization of:
Unrecognized Prior Service Cost		(115,287	)		—		(1,955	)		(198,923	)
Unrecognized (Gain)/Loss		—			—		183,089			123,235
Total	$	1,033,071		$	766,428	$	1,470,215		$	720,896

As of September 30, 2008, the Company has approximately $19.0 million recorded on its balance sheet as obligations for its pension and post-retirement plans. During 2008, the Company expects to contribute approximately $0.5 million to its excess pension plan. The Company does not expect to make any contributions to its qualified pension plan. In addition, the Company expects to contribute $0.6 million, net of expected Medicare Part D reimbursements, for benefit payments to its post-retirement benefit plan during 2008. For the first nine months of 2008, the Company has paid out approximately $0.4 million in post-retirement benefits.

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Note 8  Investments in Collateralized Loan and Debt Obligations

The Company holds an investment in two collateralized debt obligation entities for which it acts as a collateral manager, Symphony CLO I, Ltd. (“CLO”) and the Symphony Credit Opportunities Fund Ltd. (“CDO”), pursuant to collateral management agreements between the Company and each of the CLO and the CDO entities. At September 30, 2008, combined assets under management in the collateral pools of the CLO and CDO were approximately $790.6 million. The Company had combined minority equity investments of $4.3 million and $9.8 million in the CLO and CDO as of September 30, 2008 and December 31, 2007, respectively.

The Company accounts for its investments in the CLO and CDO under EITF 99-20, “Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets.” The excess of future cash flows over the initial investment at the date of purchase is recognized as interest income over the life of the investment using the effective yield method. The Company reviews cash flow estimates throughout the life of the CLO and CDO investment pool to determine whether an impairment of its equity investments should be recognized. Cash flow estimates are based on the underlying pool of collateral securities and take into account the overall credit quality of the issuers in the collateral securities, the forecasted default rate of the collateral securities and the Company’s past experience in managing similar securities. If an updated estimate of future cash flows (taking into account both timing and amounts) is less than the revised estimate, an impairment loss is recognized based on the excess of the carrying amount of the investment over its fair value. As of September 30, 2008, the Company has determined that no impairment of its equity investments exists. The Company has recorded its equity interest in the CLO and CDO in Investments on its consolidated balance sheets at fair value. Fair value is determined using current information, notably market yields and projected cash flows based on forecasted default and recovery rates that a market participant would use in determining the current fair value of the equity interest. Market yields, default rates and recovery rates used in the Company’s estimate of fair value vary based on the nature of the investments in the underlying collateral pools. In the periods of rising credit default rates and lower debt recovery rates, the fair value, and therefore the carrying value, of the Company’s investments in the CLO and CDO may be adversely affected. The Company’s risk of loss in the CLO and CDO is limited to $10.1 million, which was the fair value of the Company’s investment in these entities at the time of the Transactions.

Note 9  Symphony CLO V

As further discussed in Note 10, “Consolidated Funds,” in the Company’s year-end financial statement filing, the Company is required to consolidate into its financial results an investment vehicle, Symphony CLO V, in which the Company has no equity interest, but for which an affiliate of MDP is the majority equity holder.

As the Company has no equity interest in Symphony CLO V, all gains and losses recorded in the accompanying consolidated financial statements for 2008 are attributable to other investors. The Company recorded $51.1 million of “Minority Interest Revenue from Consolidated Vehicle” on the accompanying consolidated statement of income for the nine months ended September 30, 2008 to reflect the net loss of Symphony CLO V which belongs entirely to the minority owners. As the requirement to consolidate did not exist until the fourth quarter of 2007, there was no minority interest revenue from consolidated vehicle for the nine months ended September 30, 2007. At September 30, 2008, total assets of Symphony CLO V approximated $364.8 million and total liabilities approximated $427.2 million. At December 31, 2007, total assets of Symphony CLO V approximated $463.3 million and total liabilities approximated $470.7 million.

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Note 10  Financial Information Related to Guarantor Subsidiaries

As discussed in Note 5, “Debt,” obligations under the senior notes due 2015 are guaranteed by the Parent and each of our 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 and any guarantor and (2) on a first lien basis by substantially all present and future assets of Nuveen Investments and each guarantor.

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. 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. 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.

Consolidating financial information is as follows:

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Nuveen Investments, Inc. & Subsidiaries
CONSOLIDATING BALANCE SHEET
September 30, 2008

	Parent														Consolidated
	Windy City		Issuer of Notes												excluding
	Investments,		Nuveen			Guarantor			Non Guarantor			Intercompany			Symphony		Symphony
	Inc.		Investments, Inc.			Subsidiaries			Subsidiaries			Eliminations			CLO V		CLO V			Consolidated
Assets
Cash and cash equivalents	$	—		208,402			15,418			47,578			—			271,398		17,207		$	288,605
Management and distribution fees receivable		—		—			93,205			6,006			—			99,211		—			99,211
Other receivables		—		(847,886	)		923,437			(62,140	)		—			13,411		2,031			15,442
Furniture, equipment and leasehold improvements*		—		—			39,164			18,774			—			57,938		—			57,938
Investments		—		113,882			1,608			322			—			115,812		341,475			457,287
Investment in Subsidiaries		2,760,506		1,005,593			635,377			4,620			(4,406,096	)		—		—			—
Goodwill		—		3,259,929			59,966			—			—			3,319,895					3,319,895
Other intangible assets*		—		4,033,065			—			—			—			4,033,065		—			4,033,065
Current taxes receivable		—		58,310			97			—			—			58,407		—			58,407
Other assets		—		—			6,799			5,900			—			12,699		4,116			16,815
	$	2,760,506		7,831,295			1,775,071			21,060			(4,406,096	)		7,981,836		364,829		$	8,346,665
Liabilities and Stockholders’ Equity
Short-Term Obligations:
Accounts payable	$	—		72			4,720			13,010			—			17,802		—		$	17,802
Accrued compensation and other expenses		—		32,921			91,873			543			—			125,337		4,074			129,411
Fair value of open derivatives		—		34,805			—			—			—			34,805		—			34,805
Other short-term liabilities				200			915			333			—			1,448		20,339			21,787
Total Short-Term Obligations		—		67,998			97,508			13,886			—			179,392		24,413			203,805
Long-Term Obligations:
Term notes		—		3,561,288			—			—			—			3,561,288		402,748			3,964,036
Deferred compensation		—		—			11,740			—			—			11,740		—			11,740
Deferred income tax liability, net		—		1,437,843			(18,211	)		1,072			—			1,420,704		—			1,420,704
Other long-term liabilities		—		3,660			17,115			2,782			—			23,557		1			23,558
Total Long-Term Obligations		—		5,002,791			10,644			3,854			—			5,017,289		402,749			5,420,038
Total Liabilities		—		5,070,789			108,152			17,740			—			5,196,681		427,162			5,623,843
Minority interest		—		—			24,649			—			—			24,649		(62,333	)		(37,684	)
Shareholders’ Equity		2,760,506		2,760,506			1,642,270			3,320			(4,406,096	)		2,760,506		—			2,760,506
	$	2,760,506		7,831,295			1,775,071			21,060			(4,406,096	)		7,981,836		364,829		$	8,346,665

* At cost, less accumulated depreciation and amortization

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Nuveen Investments, Inc. & Subsidiaries
CONSOLIDATING STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 2008

															Consolidated
	Parent		Issuer of Notes												excluding
	Windy City		Nuveen			Guarantor			Non Guarantor			Intercompany			Symphony			Symphony
	Investments, Inc.		Investments, Inc.			Subsidiaries			Subsidiaries			Eliminations			CLO V			CLO V			Consolidated
Operating revenues:
Investment advisory fees	$	—		—			552,044			4,928			—			556,972			—		$	556,972
Product distribution		—		—			—			3,192			—			3,192			—			3,192
Performance fees/other revenue		—		—			34,427			3,470			(18,690	)		19,207			—			19,207
Total operating revenues		—		—			586,471			11,590			(18,690	)		579,371			—			579,371
Operating expense
Compensation and benefits		—		—			200,407			18,216			—			218,623			—			218,623
Advertising and promotional costs		—		—			9,980			420			—			10,400			—			10,400
Occupancy and equipment costs		—		—			16,916			4,225			—			21,141			—			21,141
Amortization of intangible assets		—		48,635			—			—			—			48,635			—			48,635
Travel and entertainment		—		144			7,707			1,592			—			9,443			—			9,443
Outside and professional services		—		19			27,213			5,065			(45	)		32,252			—			32,252
Minority interest expense		—		—			1,931			282			—			2,213			—			2,213
Other operating expenses		—		876			40,968			17,320			(18,645	)		40,519			—			40,519
Total operating expenses		—		49,674			305,122			47,120			(18,690	)		383,226			—			383,226
Minority interest revenue/(expense) from consolidated vehicle		—		—			—			—			—			—			51,124			51,124
Other income/(expense)		—		(4,400	)		(1,962	)		338			—			(6,024	)		(58,371	)		(64,395	)
Net interest revenue/(expense)		—		(206,308	)		1,374			980			—			(203,954	)		7,247			(196,707	)
Income/(loss) before taxes		—		(260,382	)		280,761			(34,212	)		—			(13,833	)		—			(13,833	)
Income tax expense/(benefit)		—		(38,162	)		52,022			(12,325	)		—			1,535			—			1,535
Net income/(loss)	$	—		(222,220	)		228,739			(21,887	)		—			(15,368	)		—		$	(15,368	)

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Nuveen Investments, Inc. & Subsidiaries
CONSOLIDATING STATEMENTS OF CASH FLOW
For the Nine Months Ended September 30, 2008

	Parent		Issuer of Notes									Consolidated
	Windy City		Nuveen			Guarantor			Non Guarantor			excluding			Symphony
	Investments, Inc.		Investments, Inc.			Subsidiaries			Subsidiaries			Symphony CLO V			CLO V			Consolidated
Cash flows from operating activities:
Net income/(loss)	$	—		(222,220	)		228,739			(21,887	)		(15,368	)		—		$	(15,368	)
Non-cash items
Deferred income taxes		—		(5,418	)		(2,770	)		1,152			(7,036	)		—			(7,036	)
Depreciation of office property, equipment, and leaseholds		—		—			5,706			1,662			7,368			—			7,368
Loss on sale of fixed assets		—		—			4			—			4			—			4
Unrealized (gains)/losses		—		2,966			—			—			2,966			—			2,966
Amortization of intangibles		—		48,635			—			—			48,635			—			48,635
Amortization of debt related items, net		—		6,888			—			—			6,888			—			6,888
Compensation expense for equity plans		—		—			29,462			337			29,799			—			29,799
Net change in working capital		—		268,170			(157,563	)		35,497			146,104			—			146,104
Net cash provided by operating activities		—		99,021			103,578			16,761			219,360			—			219,360
Cash flow from financing activities
Repayment of notes payable		—		(11,575	)		—			—			(11,575	)		—			(11,575	)
Dividends paid		—		(50	)		—			—			(50	)		—			(50	)
Conversion of right to receive A Shares into A Shares		—		72			—			—			72			—			72
Net cash used in financing activities		—		(11,553	)		—			—			(11,553	)		—			(11,553	)
Cash flow from investing activities:
MDP Transaction		—		(127	)		—			—			(127	)		—			(127	)
Purchase of office property and equipment		—		—			(9,393	)		(9,120	)		(18,513	)		—			(18,513	)
Proceeds from sales of investment securities		—		13,035			258			—			13,293			—			13,293
Purchase of investment securities		—		(12,975	)		(250	)		—			(13,225	)		—			(13,225	)
Net change in consolidated funds		—		—			—			(7,891	)		(7,891	)		(92,850	)		(100,741	)
Repurchase of minority members’ interests				—			(84,934	)		—			(84,934	)		—			(84,934	)
Other		—		—			3			—			3			—			3
Net cash used in investing activities		—		(67	)		(94,316	)		(17,011	)		(111,394	)		(92,850	)		(204,244	)
Effect of exchange rate changes		—		(9	)		—			—			(9	)		—			(9	)
Increase/(decrease) in cash and cash equivalents		—		87,392			9,262			(250	)		96,404			(92,850	)		3,554
Cash and cash equivalents
Beginning of year		—		121,010			6,156			47,828			174,994			110,057			285,051
End of period	$	—		208,402			15,418			47,578			271,398			17,207		$	288,605

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