8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2009

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.
Part I. FINANCIAL INFORMATION
Item 3. Quantitative and Qualitative Disclosures About Market Risk
	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 Exhibit attached hereto shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Unless otherwise indicated, the terms “we,” “us,” “our” and “Nuveen Investments” refer to Nuveen Investments, Inc. and, where appropriate, its subsidiaries.

While Nuveen Investments is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act, we are required to file, pursuant to the terms of our outstanding 10.5% Senior Notes due 2015, a copy of substantially the same quarterly financial information that would be required to be contained in a filing by us with the Securities and Exchange Commission on Form 10-Q, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In order to satisfy our contractual obligations under the notes, we are publishing our unaudited consolidated balance sheets as of March 31, 2009 and December 31, 2008, unaudited consolidated statements of income for the three-month periods ended March 31, 2009 and 2008, unaudited consolidated statements of changes in shareholders’ equity for the three-month period ended March 31, 2009, and unaudited consolidated statements of cash flows for the three-month periods ended March 31, 2009 and 2008 (the “Consolidated Financial Statements”) via this Report on Form 8-K. The Consolidated Financial Statements and notes thereto are attached hereto as Exhibit 99.1.

In addition, set forth below is our Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three-month periods ended March 31, 2009 and 2008, 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 revenues generally will increase with a rise in the level of assets under management. Assets

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under management will rise through sales of our investment products or through increases in the value of portfolio investments. Assets under management may also increase as a result of reinvestment of distributions from funds and accounts. Fee income generally will decline when assets under management decline, as would occur when the values of fund portfolio investments decrease or when managed account withdrawals or mutual fund redemptions exceed gross sales and reinvestments.

In addition to investment advisory fees, we have two other main sources of operating revenue: performance fees and distribution and underwriting revenue. Performance fees are earned when investment performance on certain institutional accounts and hedge funds exceeds a contractual threshold. These fees are recognized only at the performance measurement date contained in the individual account management agreement. Distribution revenue is earned when certain funds are sold to the public through financial advisors. Generally, distribution revenue will rise and fall with the level of our sales of mutual fund products. Underwriting fees are earned on the initial public offerings of our closed-end funds. The level of underwriting fees earned in any given year will fluctuate depending on the number of new funds offered, the size of the funds offered and the extent to which we participate as a member of the syndicate group underwriting the fund. Also included in distribution and underwriting revenue is revenue relating to our MuniPreferred^® and FundPreferred^®. These are types of auction rate preferred stock (“ARPS”) issued by our closed-end funds, shares of which have historically been bought and sold through a secondary market auction process. A participation fee has been paid by the fund to the auction participants based on shares traded. Access to the auction must be made through a participating broker. We have offered non-participating brokers access to the auctions, for which we earned a portion of the participation fee. Beginning in mid-February 2008, the auctions for our ARPS, for the ARPS issued by other closed-end funds and other auction rate securities began to fail on a widespread basis and have continued to fail. As we have described in several public announcements, we and the Nuveen closed-end funds have 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. As of March 31, 2009, we have completed the redemption of approximately $5.4 billion of ARPS issued by our closed-end funds and continue to work on alternatives to address the remaining ARPS of these funds. However, turmoil in the credit markets beginning in September 2008 has severely hampered our efforts to redeem ARPS. The redemption of ARPS and certain related financings may result in lower advisory fees. We also expect distribution and underwriting revenue relating to ARPS to continue to decrease.

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

Acquisition of the Company

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

On the effective date, Windy City 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 the related financing transactions resulted in the following events which are collectively referred to as the “Transactions” or “MDP Transactions”:

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

• the entering into by 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 due in 2015, 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 $177 million of fees and expenses related to the Transactions, including approximately $53 million of fees expensed.

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

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

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 business combination using the purchase method of accounting, whereby the purchase price (including liabilities assumed) was allocated to the assets acquired based on their estimated fair market values at the date of acquisition and the excess of the total purchase price over the fair value of the Company’s net assets was allocated to goodwill. The purchase price paid by Holdings to acquire the Company and related 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 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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Recent Events

Acquisition of Winslow Capital Management

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

Summary of Operating Results

The table presented below highlights the results of our operations for the three-month periods ended March 31, 2009 and 2008:

Financial Results Summary
Company Operating Statistics
(dollars in millions)

	Quarter ended March 31,
	2009		2008		% change
Gross sales of investment products		$5,537		$4,254		30%
Net flows of investment products		(1,811)		(3,042)		41
Assets under management (1)		115,334		153,026		(25)
Operating revenues		147.2		196.8		(25)
Operating expenses		117.8		125.0		(6)
Other income/(expense)		14.6		(76.0)		119
Net interest expense		64.2		68.3		(6)
Income tax expense/(benefit)		(14.4)		(19.3)		(25)
Noncontrolling interest net income/(loss)		19.3		(23.6)		182
Net loss attributable to Nuveen		(25.1)		(29.5)		(14)

                    (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.

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Gross sales of investment products (which include new managed accounts, deposits into existing managed accounts and the sale of open-end and closed-end fund shares) for the three-month periods ended March 31, 2009 and 2008 are shown below:

Gross Investment Product Sales
(in millions)

	Quarter Ended March 31,
	2009		2008
Closed-End Funds	$	166	$	2
Mutual Funds		1,339		1,354
Retail Managed Accounts		2,270		1,701
Institutional Managed Accounts		1,762		1,197
Total	$	5,537	$	4,254

First quarter gross sales were up $1.3 billion or 30% versus sales in the first quarter of the prior year. We completed the initial public offering of the Nuveen Municipal Value Fund 2, raising nearly $200 million in the common share offering. This is our first closed-end fund offering since the fourth quarter of 2007. Mutual fund sales were consistent with sales in the same quarter of the prior year, with a slight decline in sales on municipal funds offset by an increase in sales on our international value funds. Retail managed account sales increased 33% for the period, driven by a 21% increase in municipal account sales and a 63% increase in international value account sales. Institutional managed account sales were up $0.6 billion, or 47% versus sales in the first quarter of the prior year, primarily due to the acquisition of Winslow, which drove a $0.8 billion increase in sales for the quarter. Partially offsetting this increase was a decline in domestic value account sales.

Net flows of investment products for the three-month periods ended March 31, 2009 and 2008 are shown below:

Net Flows
(in millions)

	Quarter Ended March 31,
	2009			2008
Closed-End Funds	$	(632	)	$	3
Mutual Funds		303			61
Retail Managed Accounts		(1,770	)		(2,522	)
Institutional Managed Accounts		288			(584	)
Total	$	(1,811	)	$	(3,042	)

Net outflows declined substantially versus outflows in the same quarter of the prior year. Closed-end funds experienced net outflows for the quarter as continued market depreciation caused several of the funds to reduce leverage in order to stay within internal operating leverage ratio bands. Mutual fund net flows increased driven by a reduction in redemptions. Retail managed account outflows decreased and

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institutional managed account flows turned into net inflows driven by both an increase in sales and a reduction in redemptions.

The following table summarizes net assets under management:

Net Assets Under Management
(in millions)

	March 31,		December 31,		March 31,
	2009		2008		2008
Closed-End Funds	$	39,570	$	39,858	$	50,627
Mutual Funds		15,264		14,688		18,415
Retail Managed Accounts		31,642		34,860		49,431
Institutional Managed Accounts		28,858		29,817		34,553
Total	$	115,334	$	119,223	$	153,026

Assets under management ended the quarter at just over $115 billion, a decrease of 25% versus assets under management at the end of the first quarter of 2008 and a decrease of 3% versus assets under management at the end of the prior year. At March 31, 2009, 52% of our assets were in municipal portfolios, 40% in equity portfolios and 8% in taxable income portfolios.

The following table presents the component changes in our assets under management for the three-month periods ended March 31, 2009 and 2008:

Change in Net Assets Under Management
(in millions)

	Quarter Ended March 31,
	2009			2008
Gross Sales	$	5,537		$	4,254
Reinvested Dividends		70			69
Redemptions		(7,418	)		(7,365	)
Net Flows		(1,811	)		(3,042	)
Appreciation/(Depreciation)		(2,078	)		(8,240	)
Increase/(Decrease) in Assets	$	(3,889	)	$	(11,282	)

Assets were down $3.9 billion during the first quarter as a result of both net outflows and market depreciation for the period. Market movement during the quarter was comprised of $3.9 billion equity and $0.3 billion of taxable fixed-income market depreciation partially offset by $2.1 billion of municipal market appreciation.

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

Investment Advisory Fees ⁽¹⁾
(in thousands)

	Quarter Ended March 31,
	2009		2008
Closed-End Funds	$	54,846	$	67,309
Mutual Funds		20,292		26,304
Managed Accounts		65,391		99,145
Total	$	140,529	$	192,758

⁽¹⁾   Sub-advisory fee expense for the three month periods ended March 31, 2009 and 2008 was $3.4 million and $7.1 million, respectively.

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

Product distribution revenue for the three-month periods ended March 31, 2009 and 2008 is shown in the following table:

Product Distribution
(in thousands)

	Quarter Ended March 31,
	2009		2008
Closed-End Funds	$	196	$	(39	)
Muni/Fund Preferred®		733		1,098
Mutual Funds		40		172
Total	$	969	$	1,231

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

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Performance Fees/Other Revenue

Performance fees/other revenue consists of performance fees earned on institutional assets managed, consulting revenue and various fees earned in connection with services provided on behalf of our defined portfolio assets under surveillance. Performance fees for the first quarter of 2009 were $5.0 million, up from $1.7 million in the first quarter of 2008.

Operating Expenses

The following table summarizes operating expenses for the three-month periods ended March 31, 2009 and 2008:

     Operating Expenses
     (dollars in thousands)

	Quarter ended
	March 31,
	2009		2008
Compensation and benefits	$	69,426	$	77,022
Advertising and promotional costs		2,424		3,593
Occupancy and equipment costs		7,937		6,544
Amortization of intangible assets		16,210		16,200
Travel and entertainment		2,456		3,341
Outside and professional services		9,897		9,148
Other operating expenses		9,444		9,129
Total	$	117,794	$	124,977

Compensation and Benefits
Compensation and related benefits decreased $7.6 million during the first quarter mainly as a result of a reduction in incentive compensation as a result of the overall decline in earnings.

Occupancy and Equipment Costs
Occupancy and equipment costs increased $1.4 million as a result of the Winslow acquisition and an increase in depreciation expense.

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

All Other Operating Expenses
All other operating expenses, including advertising and promotional costs, amortization of intangible assets, travel and entertainment, structuring fees, severance, fund organization costs and other expenses decreased approximately $1.7 million for the first quarter driven mainly by declines in advertising and promotional costs and travel and entertainment.

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.

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The following is a summary of other income/(expense) for the three-month periods ended March 31, 2009 and 2008:

     Other Income/(Expense)
     (in thousands)

	Quarter Ended
	March 31,
	2009			2008
Gains/(Losses) on Investments	$	10,807		$	(75,167	)
Gains/(Losses) on Fixed Assets		(1	)		(2	)
MDP Transaction (Expense)		—			(295	)
Miscellaneous Income/(Expense)		3,782			(565	)
Total	$	14,588		$	(76,029	)

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

Net Interest Expense

The following is a summary of net interest expense for the three-month periods ended March 31, 2009 and 2008:

     Net Interest Expense
     (in thousands)

	Quarter Ended
	March 31,
	2009			2008
Dividend and Interest Revenue	$	9,071		$	10,948
Interest Expense		(73,307	)		(79,216	)
Total	$	(64,236	)	$	(68,268	)

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

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Net (Income)/Loss due to Noncontrolling Interests

CLO V, which is required to be consolidated, is a noncontrolling interest. 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 quarter ended March 31, 2009, we recorded $19.0 million of net income on this investment which is offset in net income/(loss) attributable to noncontrolling interests. Key employees at NWQ, Tradewinds, Symphony and Santa Barbara have been granted noncontrolling equity-based profits interests in their respective businesses. For additional information on these noncontrolling interests, please refer to “Capital Resources, Liquidity and Financial Condition – Equity” below.

Recent Accounting Pronouncements

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

On April 9, 2009, the FASB issued three final Staff Positions intended to provide additional application guidance and enhance disclosures regarding the fair value measurements and impairment of securities. This additional application guidance was needed to clarify the application of Statement No. 157, “Fair Value Measurements” (“SFAS No. 157”) to fair value measurements in the current market environment, modify the recognition of other-than-temporary impairment of debt securities, and require companies to disclose the fair values of financial instruments in interim periods. The final Staff Positions are effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009, if all three Staff Positions or both the fair-value measurements and other-than-temporary impairment Staff Positions are adopted simultaneously. The Company plans to adopt the provisions under these three Staff Positions for its interim financial statements for the six month period ended June 30, 2009. The following describes each of the Staff Positions.

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

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

FSP FAS 115-2 and FAS 124-2
FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” (“FSP FAS 115-2 / FAS 124-2”) provide additional guidance designed to create greater clarity and consistency in accounting for and presenting impairment losses on securities. FSP FAS 115-2 / FAS 124-2 are intended to bring greater consistency on the timing of impairment recognition, and provide greater clarity to investors about the credit and noncredit components of impaired debt securities that are not expected to be sold. The measure of impairment in comprehensive income remains fair value. The FSP

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also requires increased and more timely disclosures sought by investors regarding expected cash flows, credit losses, and an aging of securities with unrealized losses.

Capital Resources, Liquidity and Financial Condition

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

In connection with the MDP Transactions, we significantly increased our level of debt. As of March 31, 2009 we have outstanding approximately $3.8 billion in aggregate principal amount of indebtedness and have limited additional existing borrowing capacity.

Senior Secured Credit Facilities

In connection with the MDP Transactions, we entered into a senior secured credit facility (the “Credit Facility”), consisting of a $2.3 billion term loan facility and a $250 million secured revolving credit facility. The $2.3 billion borrowed under the term loan facility was part of the financing used to consummate the Transactions. During November 2008, we drew down the full $250 million revolving credit facility due to concerns over counterparty risk as a result of the severely deteriorating global credit market conditions. The $250 million in proceeds from the revolving credit facility are included in the $332 million of “Cash and cash equivalents” on our March 31, 2009 consolidated balance sheet.

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.

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 Nuveen Investments or any guarantor and (2) on a first lien basis by substantially all present and future assets of Nuveen Investments and each guarantor.

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

We are required to make quarterly payments under the term loan facility in the amount of $5,787,500 beginning on June 30, 2008. The Credit Facility permits all or any portion of the loans outstanding to be prepaid.

The Credit Facility contains a number of covenants that, among other things, limit or restrict the ability of the borrower and the guarantors to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make dividends and other restricted payments, create liens, make equity or debt investments, make acquisitions, engage in mergers or consolidations, change the line of business, change the fiscal year, or engage in certain transactions with affiliates. The senior secured credit facilities contain a financial covenant that will prohibit the borrower from exceeding a specified ratio of (1) funded senior secured indebtedness less unrestricted cash and cash equivalents to (2) consolidated EBITDA, as defined under our senior secured credit facilities. The senior secured credit facilities also contain customary events of default.

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Senior Unsecured Notes

Also in connection with the MDP 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. We received approximately $758.9 million in net proceeds after underwriting commissions and structuring fees. The net proceeds were part of the financing that was used to consummate the MDP Transactions. From time to time, we may, in compliance with the covenants under our Credit Facility and the indenture for the Senior Notes, redeem, repurchase or otherwise acquire for value the Senior Notes.

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 Facility. These subsidiary guarantees are subordinated in right of payment to the guarantees of the Credit Facility.

Senior Term Notes

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

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

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

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Adequacy of Liquidity

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

Equity

As part of the NWQ acquisition, key individuals of NWQ purchased a noncontrolling, member interest in NWQ Investment Management Company, LLC. This purchase allowed management to participate in profits of NWQ above specified levels beginning January 1, 2003. Beginning in 2004 and continuing through 2008, we had the right to purchase the noncontrolling members’ respective interests in NWQ at fair value. During the first quarter of 2008, we exercised our right to call all of the remaining Class 4 noncontrolling members’ interests for $23.6 million. As of March 31, 2008, we had repurchased all member interests outstanding under this program.

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

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

13

months ended March 31, 2008, we exercised our right to call all of the Class 7 Interests outstanding for approximately $31.3 million. During the three months ended March 31, 2009, we exercised our right to call all the Class 8 Interests for approximately $18.2 million.

Broker/Dealer

Our broker/dealer subsidiary is subject to requirements of the Securities and Exchange Commission relating to liquidity and capital standards. (See Note 3, “Net Capital Requirement,” to our Consolidated Financial Statements 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 volatility in the equity markets and disruptions in the credit markets, including the effects on our assets under management as well as on our distribution partners; (3) the effect on us of increased leverage as a result of our incurrence of additional indebtedness in connection with the Transactions, including that our business may not generate sufficient cash flow from operations or that future borrowings may not be available in amounts sufficient to enable us to pay our indebtedness or to fund our other liquidity needs; (4) in the event that market conditions do not substantially improve, we may breach a financial covenant in our Credit Facility in 2009 or thereafter, which could result in the acceleration of the indebtedness due under the Credit Facility, and as a result, other indebtedness, or could otherwise have an adverse effect on us; (5) 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; (6) the effects of the substantial competition that we face in the investment management business; (7) a change in our asset mix to lower revenue generating assets; (8) a loss of key employees; (9) 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 per share and the effects of any regulatory activity or litigation relating thereto; (10) a decline in the market for closed-end funds, mutual funds and managed accounts; (11) our failure to comply with various government regulations, including federal and state securities laws, and the rules of the Financial Industry Regulatory Authority; (12) the impact of changes in tax rates and regulations; (13) developments in litigation involving the securities industry or us; (14) 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

14

of such funds; (15) adverse public disclosure, failure to follow client guidelines and other matters that could harm our reputation; (16) future acquisitions that are not profitable for us; (17) the impact of accounting pronouncements; and (18) any failure of our operating personnel and systems to perform effectively.

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Part I. FINANCIAL INFORMATION

Item 3. Quantitative and Qualitative Disclosures About Market Risk

March 31, 2009

Market Risk

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

Interest Rate Sensitivity

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

The variable nature of our obligations under 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 (collectively, the “New Debt Derivatives”) that effectively convert $2.3 billion of our new variable rate debt into fixed-rate borrowings or borrowings that are subject to a maximum rate. The New Debt Derivatives are not accounted for as hedges for accounting purposes. For additional information see Note 6, “Derivative Financial Instruments,” to our Consolidated Financial Statements attached hereto as Exhibit 99.1. At March 31, 2009 the fair value of the New Debt Derivatives was a liability of $81.7 million. We estimate that a 100 basis point change in interest rates would have a $36.5 million impact on the fair value of the New Debt Derivatives.

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

Equity Market Sensitivity

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

16

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 three months ended March 31, 2009 and 2008.

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SIGNATURES

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

Date: May 13, 2009	NUVEEN INVESTMENTS, INC.
	By:	/s/ John L. MacCarthy
	Name: John L. MacCarthy
	Title: Executive Vice President

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Consolidated Financial Statements of Nuveen Investments, Inc. and its subsidiaries for the three months ended March 31, 2009 and 2008.

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EX-99.1

EXHIBIT 99.1

NUVEEN INVESTMENTS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Consolidated Balance Sheets (Unaudited), March 31, 2009 and December 31, 2008		2
Consolidated Statements of Income (Unaudited), Three Months Ended March 31, 2009 and 2008		3
Consolidated Statement of Changes in Shareholders’ Equity (Unaudited), Three Months Ended March 31, 2009		4
Consolidated Statements of Cash Flows (Unaudited), Three Months Ended March 31, 2009 and 2008		5
Notes to Consolidated Financial Statements (Unaudited)		6

NUVEEN INVESTMENTS, INC. & SUBSIDIARIES

Consolidated Balance Sheets
Unaudited
(in thousands)

	March 31,			December 31,
	2009			2008
ASSETS
Cash and cash equivalents	$	331,519		$	467,136
Management and distribution fees receivable		85,300			98,733
Other receivables		24,790			12,354
Furniture, equipment, and leasehold improvements, at cost less accumulated depreciation and amortization of $85,296 and $82,483, respectively		60,789			62,009
Investments		370,400			347,362
Goodwill		2,299,822			2,299,725
Intangible assets, at cost less accumulated amortization of $89,155 and $72,945, respectively		3,115,145			3,131,355
Current taxes receivable		14,298			14,276
Other assets		18,030			21,540
Total assets	$	6,320,093		$	6,454,490
LIABILITIES AND EQUITY
Short-term obligations:
Accounts payable	$	8,779		$	9,633
Accrued compensation and other expenses		85,753			165,021
Fair value of open derivatives		81,776			78,574
Other short-term liabilities		14,176			20,642
Total short-term obligations		190,484			273,870
Long-term obligations:
Term notes	$	4,180,060		$	4,192,922
Deferred income tax liability, net		1,030,776			1,047,518
Other long-term liabilities		26,451			27,042
Total long-term obligations		5,237,287			5,267,482
Total liabilities		5,427,771			5,541,352
Equity:
Nuveen Investments shareholders’ equity:
Additional paid-in capital		2,836,493			2,841,465
Retained earnings/ (deficit)		(1,821,301	)		(1,796,162	)
Accumulated other comprehensive income/(loss)		(8,115	)		(4,200	)
Total Nuveen Investments shareholders’ equity		1,007,077			1,041,103
Noncontrolling interest		(114,755	)		(127,965	)
Total equity		892,322			913,138
Total liabilities and equity	$	6,320,093		$	6,454,490

See accompanying notes to consolidated financial statements.

2

NUVEEN INVESTMENTS, INC. & SUBSIDIARIES

Consolidated Statements of Income
Unaudited
(in thousands)

	Three Months Ended
	March 31,
	2009			2008
Operating revenues:
Investment advisory fees from assets under management	$	140,529		$	192,758
Product distribution		969			1,231
Performance fees / other revenue		5,735			2,825
Total operating revenues		147,233			196,814
Operating expenses:
Compensation and benefits		69,426			77,022
Advertising and promotional costs		2,424			3,593
Occupancy and equipment costs		7,937			6,544
Amortization of intangible assets		16,210			16,200
Travel and entertainment		2,456			3,341
Outside and professional services		9,897			9,148
Other operating expenses		9,444			9,129
Total operating expenses		117,794			124,977
Other income/(expense)		14,588			(76,029	)
Net interest expense		(64,236	)		(68,268	)
Loss before taxes		(20,209	)		(72,460	)
Income tax benefit		(14,414	)		(19,280	)
Net loss		(5,795	)		(53,180	)
Less: net income/(loss) attributable to the noncontrolling interests		19,264			(23,649	)
Net loss attributable to Nuveen Investments	$	(25,059	)	$	(29,531	)

See accompanying notes to consolidated financial statements.

3

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

	Nuveen Investments, Inc. & Subsidiaries
							Accumulated
	Additional			Retained			Other
	Paid-In			Earnings/			Comprehensive			Noncontrolling
	Capital			(Deficit)			Income/(Loss)			Interests			Total
Balance at December 31, 2008	$	2,841,465			(1,796,162	)		(4,200	)		(127,965	)	$	913,138
Net income/(loss)					(25,059	)					19,264			(5,795	)
Cash dividends paid					(80	)					(80	)		(160	)
Amortization of deferred and restricted class A units		2,060												2,060
Deferred and restricted class A unit payouts		(280	)											(280	)
Vested value of class B units		5,814												5,814
Amortization of equity interests											1,410			1,410
Other comprehensive income								(3,915	)					(3,915	)
Purchase of and other changes to noncontrolling interests		(12,566	)								(7,384	)		(19,950	)
Balance at March 31, 2009	$	2,836,493			(1,821,301	)		(8,115	)		(114,755	)	$	892,322

	Three Months
Comprehensive Income/(Loss) (in 000s):	Ending 3/31/09
Net loss	$	(5,795	)
Other comprehensive income/(loss):
Unrealized gains/(losses) on marketable equity securities, net of tax		(3,956	)
Reclassification adjustments for realized (gains)/losses		—
Funded status of retirement plans, net of tax		44
Foreign currency translation adjustment		(3	)
Subtotal: other comprehensive income/(loss)		(3,915	)
Comprehensive loss		(9,710	)
less: net income attributable to noncontrolling interests		19,264
Comprehensive loss attributable to Nuveen Investments	$	(28,974	)

See accompanying notes to consolidated financial statements.

4

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

	Three Months Ended March 31,
	2009			2008
Cash flows from operating activities:
Net income/(loss) attributable to Nuveen Investments	$	(25,059	)	$	(29,531	)
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
Deferred income taxes		(14,439	)		(23,168	)
Depreciation of office property, equipment and leaseholds		3,184			2,172
Unrealized (gains)/losses on derivatives		3,202			49,420
Amortization of intangible assets		16,210			16,200
Amortization of debt related items, net		2,394			2,240
Compensation expense for equity plans		9,284			10,132
Net gain on early retirement of Senior Unsecured Notes- 5% of 2010		(4,291	)		—
Net (increase) decrease in assets:
Management and distribution fees receivable		13,433			7,582
Other receivables		(9,618	)		23,065
Current taxes receivable		(22	)		71,995
Other assets		3,410			(6,419	)
Net increase (decrease) in liabilities:
Accrued compensation and other expenses		(76,199	)		(96,340	)
Deferred compensation		—			13
Accounts payable		(854	)		(4,087	)
Other liabilities		(8,235	)		3,170
Other		10			2
Net cash provided by/(used in) operating activities		(87,590	)		26,446
Cash flows from financing activities:
Repayment of notes payable		(5,788	)		—
Early retirement of Senior Unsecured Notes- 5% of 2010		(5,178	)		—
Purchase of noncontrolling interests		(18,132	)		(84,934	)
Payment of income allocation to noncontrolling interests		(1,818	)		(7,654	)
Undistributed income allocation for noncontrolling interests		304			859
Dividends paid		(80	)		—
Deferred and restricted Class A unit payouts		(280	)		—
Net cash used in financing activities		(30,972	)		(91,729	)
Cash flows from investing activities:
MDP Transaction		—			(127	)
Winslow Transaction		(97	)		—
Purchase of office property and equipment		(1,975	)		(3,507	)
Proceeds from sales of investment securities		1,050			576
Purchases of investment securities		(12,861	)		(7,650	)
Net change in consolidated funds		(3,169	)		(89,269	)
Other		—			(34	)
Net cash used in investing activities		(17,052	)		(100,011	)
Effect of exchange rates on cash and cash equivalents		(3	)		(3	)
Decrease in cash and cash equivalents		(135,617	)		(165,297	)
Cash and cash equivalents:
Beginning of year		467,136			285,051
End of period	$	331,519		$	119,754
Supplemental Information:
Taxes Paid	$	46		$	125
Interest Paid	$	62,157		$	58,886

See accompanying notes to consolidated financial statements.

5

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 2009

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 12, “Consolidated Funds,” in the Company’s 2008 Year-End Financial Statement Filing (filed under Form 8-K on March 31, 2009)), 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 2008 Year-End Financial Statement Filing (filed under Form 8-K on March 31, 2009).

As more fully discussed in Note 1, “Acquisition of the Company,” of the Company’s 2008 Year-End Financial Statement Filing (filed under Form 8-K on March 31, 2009), 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” or the “MDP Transactions”). The Transactions closed on November 13, 2007.

Financial results for periods prior to November 13, 2007 represent operations of the Predecessor. Financial results 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.

SFAS 160 – Noncontrolling Interests
In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 160, “Noncontrolling 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 noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This pronouncement clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity, separate from the parent’s equity, in the consolidated financial statements. In addition, consolidated net income should be adjusted to include the net income attributed to the noncontrolling interests. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008; earlier adoption is prohibited. SFAS No. 160 requires retrospective adoption of the presentation and disclosure requirements for existing noncontrolling interests. All other requirements of SFAS No. 160 shall be applied prospectively.

6

The Company adopted SFAS No. 160 on January 1, 2009. As a result of the retrospective application of the disclosure provisions of SFAS No. 160, minority interest receivable/payable is no longer presented in the mezzanine section of the Company’s consolidated balance sheet. Minority interest receivable/payable is now presented as “Noncontrolling Interest” on the Company’s consolidated balance sheets. As a result of presenting “Noncontrolling Interest” on the Company’s consolidated balance sheet as of December 31, 2008 in conformity with the provisions of SFAS No. 160, “Total Nuveen Investments’ shareholders’ equity” at December 31, 2008 remains unchanged from that presented in the Company’s 2008 Year-End Financial Statement Filing (filed under Form 8-K on March 31, 2009). On the statement of cash flows, repurchases of minority interests had previously been recorded in “Cash Flows Used In Investing Activities.” Under SFAS No. 160, such repurchases are reflected in “Cash Flows Used In Financing Activities.”

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

Other
Certain prior year balances have been reclassified to conform to the current year presentation.

Note 2  SFAS No. 157 — Fair Value Measurements

On September 15, 2006, the 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 had 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. Although the Company adopted the provisions of FSP 157-2 as of January 1, 2009, the Company did not elect to apply the fair value provisions of FSP 157-2 to any qualifying non-financial assets and liabilities. As a result, the application of SFAS No. 157 to the Company’s non-financial assets did not have any impact 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.

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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 March 31, 2009 (in 000s):

				Fair Value Measurements at March 31, 2009 Using
				Quoted Prices in			Significant Other		Significant
				Active Markets			Observable		Unobservable
				for Identical			Inputs		Inputs
Description	March 31, 2009			Assets (Level 1)			(Level 2)		(Level 3)
Assets
Available-for-sale securities	$	111,479		$	79,408		$	14,428	$	17,643
Underlying investments from consolidated vehicle		258,698			-			-		258,698
Other investments		223			-			-		223
Liabilities
Derivative financial instruments	$	(81,776	)	$	(39	)		-	$	(81,737	)

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

	Fair Value Measurements Using
	Significant Unobservable Inputs (Level 3)
				Underlying
				Investments in					Derivative
	Available--for-			Consolidated			Other		Financial
	Sale Securities			Vehicle			Investments		Instruments			Total
Beginning balance (as of January 1, 2009)	$	18,992		$	241,180		$	215	$	(78,522	)	$	181,865
Total gains or losses (realized/unrealized)		(299	)		25,950			8		(3,215	)		22,444
Included in earnings		(2	)		25,950			8		(3,215	)		22,741
Included in other comprehensive income		(297	)		-			-		-			(297	)
Purchases and sales		(1,050	)		(8,432	)		-		-			(9,482	)
Transfers in and/or out of Level 3		-			-			-		-			-
Ending balance (as of March 31, 2009)	$	17,643		$	258,698		$	223	$	(81,737	)	$	194,827

Available-for-Sale Securities and Trading Securities

Approximately $79.4 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 $14.4 million of the Company’s available-for-sale investments are considered to be Level 2 financial instruments, as they are valued based on prices developed using observable inputs.

As further discussed in Note 8, “Investments in Collateralized Loan and Debt Obligations,” the Company also has $2.1 million invested in collateralized debt obligation entities for which it acts as a collateral manager. 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 March 31, 2009, the Company also holds $13.0 million in auction rate preferred stock issued by unaffiliated entities. As further discussed in the Company’s 2008 Year End Financial Statement Filing (filed under Form 8-K on March 31, 2009), 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. At March 31, 2009, the Company also has approximately $2.4 million invested in seed account portfolios whose underlying investment securities are invested in emerging markets.

Underlying Investments from Consolidated Vehicle

As further discussed in Note 9, “Symphony CLO V,” in the Company’s 2008 Year End Financial Statement Filing (filed under Form 8-K on March 31, 2009), 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.

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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. As of March 31, 2009, 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 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 3 of the fair value hierarchy.

Derivative Instruments Related to Certain Product Portfolios

At March 31, 2009, 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 these derivatives 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.

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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 March 31, 2009, Nuveen Investments, LLC’s net capital ratio was 0.92 to 1 and its net capital was approximately $28.6 million, which was $26.8 million in excess of the required net capital of $1.8 million.

Note 4  Goodwill and Intangible Assets

The following table presents a reconciliation of activity in the balance of goodwill from December 31, 2008 to March 31, 2009 presented on our consolidated balance sheets (in thousands):

Balance at December 31, 2008	$	2,299,725
Winslow: working capital adjustment		97
Balance at March 31, 2009	$	2,299,822

The following table presents gross carrying amounts and accumulated amortization amounts for the remaining unamortized intangible assets presented on our consolidated balance sheets at March 31, 2009 and December 31, 2008 (in thousands):

	At March 31, 2009				At December 31, 2008
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Trade names	$	184,900	$	-	$	184,900	$	-
Investment contracts – closed-end funds		1,277,900		-		1,277,900		-
Investment contracts – mutual funds		768,900		-		768,900		-
Customer relationships – managed accts		972,600		89,155		972,600		72,945
Total	$	3,204,300	$	89,155	$	3,204,300	$	72,945

Of the intangible assets presented above, only one is amortizable – Customer Relationships – Managed Accounts, with an estimated approximate useful life of 15 years. The remaining intangible assets presented above are indefinite-lived. The estimated aggregate amortization expense for the next five years is approximately $48.6 million for the remaining nine months of 2009, and annual amortization of $64.8 million for each of the years 2010 through 2013.

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Note 5  Debt

At March 31, 2009 and December 31, 2008, debt on the accompanying consolidated balance sheets was comprised of the following long-term obligations (in thousands):

(in 000s)	March 31, 2009			December 31, 2008
Long-Term Obligations:
Senior Term Notes:
Senior term notes – 5% due 9/15/10	$	222,745		$	232,245
Net unamortized discount		(195	)		(237	)
Net unamortized debt issuance costs		(550	)		(667	)
Senior term notes – 5.5% due 9/15/15		300,000			300,000
Net unamortized discount		(1,064	)		(1,098	)
Net unamortized debt issuance costs		(1,671	)		(1,725	)
Term Loan Facility due 11/13/14		2,291,850			2,297,638
Net unamortized discount		(19,516	)		(20,201	)
Net unamortized debt issuance costs		(25,080	)		(25,958	)
Senior Unsecured 10.5% Notes due 11/15/15		785,000			785,000
Net unamortized debt issuance costs		(24,207	)		(24,823	)
Revolving Credit Facility due 11/13/13		250,000			250,000
Symphony CLO V Notes Payable		378,540			378,540
Symphony CLO V Subordinated Notes		24,208			24,208
Total	$	4,180,060		$	4,192,922

Senior Secured Credit Agreement — Successor

As a result of the Transactions, the Company has a senior secured credit facility (the “Credit Facility”) consisting of a $2.3 billion term loan facility and a $250 million secured revolving credit facility. At March 31, 2009 and December 31, 2008, the Company had $2.3 billion outstanding under the term loan facility. The borrowings under the term loan facility were used as part of the financing to consummate the Transactions. At March 31, 2009 and December 31, 2008, the Company had $250 million outstanding under the revolving credit facility. All borrowings under the Credit Facility bear interest at a rate per annum equal to LIBOR plus 3.0%. In addition to paying interest on outstanding principal under the Credit Facility, the Company is required to pay a commitment fee to the lenders in respect of the unutilized loan commitments at a rate of 0.3750% per annum.

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 present and future assets of Nuveen Investments and each guarantor.

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

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The Company is required to make quarterly payments under the term loan facility in the amount of approximately $5.8 million. The credit agreement permits all or any portion of the loans outstanding to be prepaid.

At March 31, 2009 and December 31, 2008, the fair value of the $2.3 billion term loan facility was approximately $1.3 billion and $0.9 billion, respectively. At March 31, 2009 and December 31, 2008, the fair value of the $250 million revolving credit facility was approximately $125 million and $101.9 million, respectively.

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.

At March 31, 2009 and December 31, 2008, the fair value of the $785 million 10.5% senior notes was approximately $206 million and $177 million, respectively.

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

Senior Term Notes — 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”), the majority of which remain outstanding at March 31, 2009 and December 31, 2008. The Company received approximately $544 million in net proceeds after discounts and other debt issuance costs. The 5-year Predecessor senior term notes bear interest at an annual fixed rate of 5.0% payable semi-annually on March 15 and September 15. The 10-year Predecessor senior term notes bear interest at an annual fixed rate of 5.5% payable semi-annually also on March 15 and September 15. The net proceeds from the Predecessor senior term notes were used to refinance outstanding indebtedness. The costs related to the issuance of the Predecessor senior term notes were capitalized and amortized to expense over their term. At March 31, 2009, the fair value of the 5-year and 10-year Predecessor senior term notes was approximately $141.4 million and $66.0 million, respectively. At December 31, 2008, the fair value of the 5-year and 10-year Predecessor senior term notes was approximately $110.8 million and $46.4 million, respectively.

During the fourth quarter of 2008, the Company retired a portion of the 5-year Predecessor senior term notes due 2010. Of the $8.4 million paid in total, approximately $0.2 million was for accrued interest, with the remaining amount representing $17.8 million in par. As a result, the Company recorded a $9.5 million gain on early extinguishment of debt during the fourth quarter of 2008. This gain is reflected in “Other Income/(Expense)” on the consolidated statement of income for the year ended December 31, 2008.

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

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Symphony CLO V — Successor

As more fully discussed in Note 12, “Consolidated Funds,” in the Company’s 2008 Year End Financial Statements (filed under Form 8-K on March 31, 2009), 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.

Note 6  Derivative Financial Instruments

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 March 31, 2009 and December 31, 2008, the Company did not hold any derivatives designated in a formal hedge relationship under the provisions of SFAS No. 133.

Derivative Transactions Related to Financing Part of the Transactions

As of March 31, 2009, the Company held nine interest rate swap derivative transactions and one collar derivative transaction that effectively converted $2.3 billion of variable rate debt under the term loan facility into fixed-rate borrowings. At December 31, 2008, the Company held nine interest rate swap derivative transactions, one collar derivative transaction, and two basis swaps that effectively convert $2.3 billion of variable rate debt into fixed-rate borrowings. The basis swaps 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 $3.2 million in unrealized losses related to the New Debt Derivatives in “Other Income/(Expense)” on the accompanying consolidated statement of income for the three months ended March 31, 2009. For the three months ended March 31, 2008, the Company recorded $49.4 million in unrealized losses. At March 31, 2009 and December 31, 2008, the SFAS 157 fair value of the New Debt Derivatives was a liability of $81.7 million and $78.5 million, respectively, and is reflected in “Fair Value of Open Derivatives” under “Other Short-Term Obligations” on the accompanying consolidated balance sheets as of March 31, 2009 and December 31, 2008.

Contingent Features. The New Debt Derivatives are “pari-passu” (have equal rights of payment or seniority) with the $2.3 billion of variable rate debt under the term loan facility. Furthermore, in the event that the Company were to have a technical default of its debt covenants for the term loan facility, an acceleration of any amounts due on the New Debt Derivatives would only occur if the lenders accelerate the debt under the term loan facility. The aggregate gross fair value (not including the SFAS No. 157 credit valuation adjustment) of the New Debt Derivatives at March 31, 2009 is $112.2 million. Although the Company does have master netting agreements in place with the various counterparties to the New Debt Derivatives, as of March 31, 2009, each of the Company’s New Debt Derivatives are in a liability position. If the credit-risk-related contingent features underlying the New Debt Derivatives agreements had been triggered on March 31, 2009, the Company would have been required to make payments totaling $112.2 million to the various counterparties for the New Debt Derivatives. The Company does not have any collateral posted for the New Debt Derivatives.

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Derivative Transactions Related to Certain Product Portfolios

The Company holds 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 March 31, 2009 and December 31, 2008, the net fair value of these open non-hedging derivatives was a liability of approximately $38.6 thousand and $52.3 thousand, respectively, and is included in “Fair Value of Open Derivatives” under “Other Short-Term Obligations” on the accompanying consolidated balance sheets. For the three months ended March 31, 2009, the Company recorded approximately $13.8 thousand in unrealized gains and $42.8 thousand in realized gains related to these futures contracts, both of which are reflected in “Other Income/(Expense)” on the accompanying consolidated statement of income for that period. For the three months ended March 31, 2008, the Company recorded approximately $25.9 thousand of unrealized losses and $250.6 thousand of realized losses related to these futures contracts, both of which are reflected in “Other Income/(Expense)” on the accompanying consolidated statement of income for that period.

Note 7  Retirement Plans

The following table presents the components of the net periodic retirement plans’ benefit costs for the three months ended March 31, 2009 and 2008, respectively:

	Three Months						Three Months
	Ended March 31, 2009						Ended March 31, 2008
	Total			Post-			Total			Post-
	Pension			Retirement			Pension			Retirement
Service Cost	$	366,938		$	13,297		$	381,718		$	90,172
Interest Cost		628,695			114,122			599,616			165,304
Expected Return on Assets		(433,266	)		—			(598,548	)		—
Amortization of:
Unrecognized Prior Service Cost		(30,745	)		23,972			(38,429	)		—
Unrecognized (Gain)/Loss		113,918			(44,330	)		—			—
Total	$	645,540		$	107,061		$	344,357		$	255,476

During 2009, the Company expects to contribute approximately $1.1 million to its qualified pension plan, approximately $1.0 million to its excess pension plan, and $0.5 million (net of expected Medicare Part D reimbursements) for benefit payments to its post-retirement benefit plan. For the first three months of 2009, the Company has contributed $1.1 million to its qualified plan, paid out approximately $1.0 million in benefits related to its excess pension plan, and paid out $0.1 million in benefits related to its post-retirement plan.

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Note 8  Investments in Collateralized Loan and Debt Obligations

The Company holds an investment in the equity of 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 collateralized debt obligation entities. At March 31, 2009, the assets of the collateral pool of the CLO were approximately $383.8 million, which is based on traded cost plus traded cash. At March 31, 2009, the assets of the collateral pool for the CDO were approximately $68.4 million, which is based on traded market value and traded cash. The Company had a combined minority interest investment in the equity of these entities of $2.1 million at March 31, 2009 and December 31, 2008, 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. The Company has recorded its investment in the equity of 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 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 is limited to the Company’s remaining cost basis in the equity of the CLO and the CDO, which combined, is approximately $3.7 million as of March 31, 2009.

Note 9  Recent Accounting Pronouncements

On April 9, 2009, the FASB issued three final Staff Positions intended to provide additional application guidance and enhance disclosures regarding the fair value measurements and impairment of securities. This additional application guidance was needed to clarify the application of Statement No. 157, “Fair Value Measurements” (“SFAS No. 157”) to fair-value measurements in the current market environment, modify the recognition of other-than-temporary impairment of debt securities, and require companies to disclose the fair values of financial instruments in interim periods. The final Staff Positions are effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009, if all three Staff Positions or both the fair-value measurements and other-than-temporary impairment Staff Positions are adopted simultaneously. The Company plans to adopt the provisions under these three Staff Positions for its interim financial statements for the six month period ended June 30, 2009. The following describes each of the Staff Positions.

FSP FAS 157-4
FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”) provides guidance for making fair value measurements more consistent with the principles presented in SFAS No. 157. FSP FAS 157-4 relates to determining fair values when there is no active

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market or where price inputs being used represent distressed sales. It reaffirms what SFAS No. 157 states is the objective of fair value measurement – to reflect how much an asset would be sold for in an orderly transaction (as opposed to a distressed or forced transaction) at the date of the financial statements under current market conditions. Specifically, it reaffirms the need to use judgment to ascertain if a formerly active market has become inactive and in determining fair values when markets have become inactive.

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

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

Note 10  Financial Information Related to Guarantor Subsidiaries

As discussed in Note 5, “Debt,” obligations under the 10.5% senior notes due 2015 are guaranteed by the Parent and each of the Company’s present and future, direct and indirect, wholly-owned material domestic subsidiaries (excluding subsidiaries that are broker dealers).

The following tables present consolidating supplementary financial information for the issuer of the notes (Nuveen Investments, Inc.), the issuer’s domestic guarantor subsidiaries, and the non-guarantor subsidiaries together with eliminations as of and for the periods indicated. 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:

17

Nuveen Investments, Inc. & Subsidiaries
CONSOLIDATING BALANCE SHEET
March 31, 2009
(in 000s)

	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	$	—		242,470			20,738			56,053			—			319,261		12,258		$	331,519
Management and distribution fees receivable		—		—			80,490			4,810			—			85,300		—			85,300
Other receivables		—		(1,034,937	)		1,138,851			(86,633	)		—			17,280		7,510			24,790
Furniture, equipment and leasehold improvements*		—		—			40,907			19,882			—			60,789		—			60,789
Investments		—		110,499			1,146			57			—			111,702		258,698			370,400
Investment in Subsidiaries		1,007,077		1,344,994			689,950			935			(3,042,956	)		—		—			—
Goodwill		—		2,166,302			133,520			—			—			2,299,822		—			2,299,822
Intangible assets*		—		3,115,145			—			—			—			3,115,145		—			3,115,145
Current taxes receivable		—		14,169			129			—			—			14,298		—			14,298
Other assets		—		—			9,348			4,775			—			14,122		3,908			18,030
	$	1,007,077		5,958,642			2,115,079			(121	)		(3,042,956	)		6,037,719		282,374		$	6,320,093
Liabilities and Equity
Short-Term Obligations:
Accounts payable	$	—		—			2,934			5,845			—			8,779		—		$	8,779
Accrued compensation and other expenses		—		33,353			49,116			615			—			83,084		2,669			85,753
Fair value of open derivatives		—		81,776			—			—			—			81,776		—			81,776
Other short-term liabilities		—		685			686			630			—			2,002		12,174			14,176
Total Short-Term Obligations		—		115,814			52,736			7,090			—			175,641		14,843			190,484
Long-Term Obligations:
Term notes		—		3,777,312			—			—			—			3,777,312		402,748			4,180,060
Deferred income tax liability, net		—		1,058,438			(28,971	)		1,309			—			1,030,776		—			1,030,776
Other long-term liabilities		—		—			23,648			2,804			—			26,451		—			26,451
Total Long-Term Obligations		—		4,835,750			(5,323	)		4,113			—			4,834,539		402,748			5,237,287
Total Liabilities		—		4,951,564			47,413			11,203			—			5,010,180		417,591			5,427,771
Equity:
Nuveen Investments shareholders’ equity		1,007,077		1,007,077			2,047,204			(11,324	)		(3,042,956	)		1,007,077		—			1,007,077
Noncontrolling interest		—		—			20,462			—						20,462		(135,217	)		(114,755	)
Total equity		1,007,077		1,007,077			2,067,666			(11,324	)		(3,042,956	)		1,027,539		(135,217	)		892,322
	$	1,007,077		5,958,642			2,115,079			(121	)		(3,042,956	)		6,037,719		282,374		$	6,320,093

* At cost, less accumulated depreciation and amortization

18

Nuveen Investments, Inc. & Subsidiaries
CONSOLIDATING STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2009
(in 000s)

														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	$	—		—			139,632		897			—			140,529			—	$	140,529
Product distribution		—		—			—		969			—			969			—		969
Performance fees/other revenue		—		—			4,973		8,779			(8,017	)		5,735			—		5,735
Total operating revenues		—		—			144,605		10,645			(8,017	)		147,233			—		147,233
Operating expense
Compensation and benefits		—		—			63,473		5,953			—			69,426			—		69,426
Advertising and promotional costs		—		—			2,316		108			—			2,424			—		2,424
Occupancy and equipment costs		—		—			6,195		1,742			—			7,937			—		7,937
Amortization of intangible assets		—		16,210			—		—			—			16,210			—		16,210
Travel and entertainment		—		36			2,140		280			—			2,456			—		2,456
Outside and professional services		—		19			8,373		1,520			(15	)		9,897			—		9,897
Other operating expenses		—		1,151			6,186		10,109			(8,002	)		9,444			—		9,444
Total operating expenses		—		17,416			88,683		19,712			(8,017	)		117,794			—		117,794
Other income/(expense)		—		745			8		—			—			753			13,835		14,588
Net interest revenue/(expense)		—		(69,755	)		383		11			—			(69,361	)		5,125		(64,236	)
Income/(loss) before taxes		—		(86,426	)		56,313		(9,056	)		—			(39,169	)		18,960		(20,209	)
Income tax expense/(benefit)		—		(16,436	)		1,363		659			—			(14,414	)		—		(14,414	)
Net income (loss)		—		(69,990	)		54,950		(9,715	)		—			(24,755	)		18,960		(5,795	)
Less: net (income)/loss attributable to the noncontrolling interests		—		—			304		—			—			304			18,960		19,264
Net income/(loss) attributable to Nuveen Investments	$	—		(69,990	)		54,646		(9,715	)		—			(25,059	)		—	$	(25,059	)

19

Nuveen Investments, Inc. & Subsidiaries
CONSOLIDATING STATEMENTS OF CASH FLOW
For the Three Months Ended March 31, 2009
(in 000s)

	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)	$	—		(69,990	)		54,646			(9,715	)		(25,059	)		—		$	(25,059	)
Non-cash items
Deferred income taxes		—		(16,183	)		1,362			382			(14,439	)		—			(14,439	)
Depreciation of office property, equipment, and leaseholds		—		—			2,340			844			3,184			—			3,184
Unrealized (gains)/losses on derivatives		—		3,202			—			—			3,202			—			3,202
Amortization of intangibles		—		16,210			—			—			16,210			—			16,210
Amortization of debt related items, net		—		2,394			—			—			2,394			—			2,394
Compensation expense for equity plans		—		—			9,172			112			9,284			—			9,284
Net gain on early retirement of Senior Unsecured Notes-5% of 2010		—		(4,291	)		—			—			(4,291	)		—			(4,291	)
Net change in working capital		—		(49,085	)		(40,340	)		11,350			(78,075	)					(78,075	)
Net cash provided by / (used in) operating activities		—		(117,743	)		27,180			2,973			(87,590	)		—			(87,590	)
Cash flow from financing activities
Repayments of notes payable		—		(5,788	)		—			—			(5,788	)		—			(5,788	)
Early retirement of Senior Unsecured Notes - 5% of 2010		—		(5,178	)		—			—			(5,178	)		—			(5,178	)
Purchase of noncontrolling interests		—		—			(18,132	)		—			(18,132	)		—			(18,132	)
Payment of income allocation to noncontrolling interests		—		—			(1,818	)		—			(1,818	)		—			(1,818	)
Undistributed income allocation for noncontrolling interests		—		—			304			—			304			—			304
Dividends paid		—		(80	)		—			—			(80	)		—			(80	)
Deferred and restricted Class A unit payouts		—		—			(280	)		—			(280	)		—			(280	)
Net cash provided by / (used in) financing activities		—		(11,046	)		(19,926	)		—			(30,972	)		—			(30,972	)
Cash flow from investing activities:
Winslow Transaction		—		(92	)		(5	)		—			(97	)		—			(97	)
Purchase of office property and equipment		—		—			(1,045	)		(930	)		(1,975	)		—			(1,975	)
Proceeds from sales of investment securities		—		1,050			—			—			1,050			—			1,050
Purchase of investment securities		—		(12,861	)		—			—			(12,861	)		—			(12,861	)
Net change in consolidated funds		—		—			—			—			—			(3,169	)		(3,169	)
Other		—		—			—			—			—			—			—
Net cash provided by / (used in) investing activities		—		(11,903	)		(1,050	)		(930	)		(13,883	)		(3,169	)		(17,052	)
Effect of exchange rate changes		—		(3	)		—			—			(3	)		—			(3	)
Increase/(decrease) in cash and cash equivalents		—		(140,695	)		6,204			2,043			(132,448	)		(3,169	)		(135,617	)
Cash and cash equivalents
Beginning of year		—		383,165			14,534			54,010			451,709			15,427			467,136
End of period	$	—		242,470			20,738			56,053			319,261			12,258		$	331,519

20