UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

þ		Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

For the Quarterly Period Ended September 30, 2009

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

For the Transition Period from                      to                     

NUVEEN INVESTMENTS, INC.

(Exact name of the registrant as specified in its charter)

Delaware		36-3817266
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
333 West Wacker Drive, Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (312) 917-7700

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.       Yes o       No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).       Yes o       No x

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes o       No x

There were 1,000 shares of the Company’s Common Stock, par value $0.01 per share, outstanding as of November 12, 2009.

NUVEEN INVESTMENTS, INC.

TABLE OF CONTENTS

		Page
PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
Consolidated Balance Sheets (Unaudited), September 30, 2009 and December 31, 2008			3
Consolidated Statements of Income (Unaudited), Three and Nine Months Ended September 30, 2009 and 2008			4
Consolidated Statement of Changes in Shareholders’ Equity (Unaudited), Nine Months Ended September 30, 2009			5
Consolidated Statements of Cash Flows (Unaudited), Nine Months Ended September 30, 2009 and 2008			6
Notes to Consolidated Financial Statements (Unaudited)			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			26
Item 3. Quantitative and Qualitative Disclosures About Market Risk			40
Item 4T. Controls and Procedures			41
PART II.  OTHER INFORMATION
Item 1 through Item 6			42
Signatures			50
Certification of CEO
Certification of Principal Financial Officer
Section 906 Certification of CEO
Section 906 Certification of Principal Financial Officer
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I — FINANCIAL INFORMATION

NUVEEN INVESTMENTS, INC. & SUBSIDIARIES

Consolidated Balance Sheets
Unaudited
(in thousands)

			September 30,				December 31,
			2009				2008
ASSETS
Cash and cash equivalents		$	325,213			$	467,136
Restricted cash for debt retirement			222,745				-
Management and distribution fees receivable			82,594				98,733
Other receivables			30,492				12,354
Furniture, equipment, and leasehold improvements, at cost less accumulated depreciation and amortization of $77,336 and $82,483, respectively			57,782				62,009
Investments			529,754				347,362
Goodwill			2,239,314				2,299,725
Intangible assets, less accumulated amortization of $125,667 and $72,945, respectively			3,141,833				3,131,355
Current taxes receivable			6,578				14,276
Other assets			21,641				21,540
Total assets		$	6,657,946			$	6,454,490
LIABILITIES AND EQUITY
Short-term obligations:
Term notes		$	222,249			$	-
Accounts payable			13,044				9,633
Accrued compensation and other expenses			122,689				165,021
Fair value of open derivatives			7,790				20,100
Other short-term liabilities			24,074				20,642
Total short-term obligations			389,846				215,396
Long-term obligations:
Term notes		$	4,184,735			$	4,192,922
Fair value of open derivatives			70,589				58,474
Deferred income tax liability, net			1,022,718				1,047,518
Other long-term liabilities			24,685				27,042
Total long-term obligations			5,302,727				5,325,956
Total liabilities			5,692,573				5,541,352
Equity:
Nuveen Investments shareholders’ equity:
Additional paid-in capital			2,850,589				2,841,465
Retained earnings/ (deficit)			(1,875,704	)			(1,796,162	)
Accumulated other comprehensive income/(loss)			11,458				(4,200	)
Total Nuveen Investments shareholders’ equity			986,343				1,041,103
Noncontrolling interest			(20,970	)			(127,965	)
Total equity			965,373				913,138
Total liabilities and equity		$	6,657,946			$	6,454,490

See accompanying notes to consolidated financial statements.

NUVEEN INVESTMENTS, INC. & SUBSIDIARIES

			Three Months Ended								Nine Months Ended
			September 30,								September 30,
			2009				2008				2009				2008
Operating revenues:
Investment advisory fees from assets under management		$	160,187			$	180,279			$	445,634			$	556,972
Product distribution			71				1,142				756				3,192
Performance fees / other revenue			1,306				9,953				11,297				19,207
Total operating revenues			161,564				191,374				457,687				579,371
Operating expenses:
Compensation and benefits			70,995				66,299				188,142				218,623
Severance			764				1,880				7,459				13,552
Advertising and promotional costs			2,513				3,662				6,619				10,400
Occupancy and equipment costs			9,005				7,413				25,410				21,141
Amortization of intangible assets			20,302				16,235				52,722				48,635
Travel and entertainment			2,144				2,954				6,905				9,443
Outside and professional services			10,096				11,992				30,710				32,483
Other operating expenses			10,650				10,607				30,537				26,736
Total operating expenses			126,469				121,042				348,504				381,013
Other income/(expense)			17,058				(41,017	)			91,162				(64,395	)
Net interest expense			(74,168	)			(59,729	)			(199,462	)			(196,707	)
Income/(loss) before taxes			(22,015	)			(30,414	)			883				(62,744	)
Income tax expense/(benefit)			(19,004	)			5,614				(33,959	)			1,535
Net income/(loss)			(3,011	)			(36,028	)			34,842				(64,279	)
Less: net income/(loss) attributable to the noncontrolling interests			30,369				(26,906	)			114,289				(48,911	)
Net income/(loss) attributable to Nuveen Investments		$	(33,380	)		$	(9,122	)		$	(79,447	)		$	(15,368	)

See accompanying notes to consolidated financial statements.

NUVEEN INVESTMENTS, INC. & SUBSIDIARIES

Consolidated Statement of Changes in Shareholders’ Equity

Unaudited

			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)							(79,447	)							114,289				34,842
Cash dividends paid							(95	)							(3,187	)			(3,282	)
Amortization of deferred and restricted class A units			4,161																4,161
Deferred and restricted class A unit payouts			(280	)															(280	)
Vested value of class B units			17,809																17,809
Amortization of equity interests															3,462				3,462
Other comprehensive income											15,658								15,658
Purchase of and other changes to noncontrolling interests			(12,566	)											(7,569	)			(20,135	)
Balance at September 30, 2009		$	2,850,589				(1,875,704	)			11,458				(20,970	)		$	965,373

		Nine Months
Comprehensive Income/(Loss) (in 000s):		Ending 9/30/09
Net income		$	34,842
Other comprehensive income/(loss):
Unrealized gains/(losses) on marketable equity securities, net of tax			15,274
Reclassification adjustments for realized (gains)/losses			257
Funded status of retirement plans, net of tax			123
Foreign currency translation adjustment			4
Subtotal: other comprehensive income/(loss)			15,658
Comprehensive income			50,500
less: net income attributable to noncontrolling interests			114,289
Comprehensive loss attributable to Nuveen Investments		$	(63,789	)

See accompanying notes to consolidated financial statements.

NUVEEN INVESTMENTS, INC. & SUBSIDIARIES

(in thousands)

			Nine Months Ended September 30,
			2009				2008
Cash flows from operating activities:
Net income/(loss)		$	34,842			$	(64,279	)
Adjustments to reconcile net income/(loss) to net cash provided from operating activities:
Net (income)/loss attributable to noncontrolling interests			(114,289	)			48,911
Deferred income taxes			(33,984	)			(7,036	)
Depreciation of office property, equipment and leaseholds			11,212				7,368
Loss on sale of fixed assets			1,771				4
Realized (gains)/losses from available-for-sale investments			(2,651	)			62
Unrealized (gains)/losses on derivatives			(142	)			2,966
Amortization of intangible assets			52,722				48,635
Amortization of debt related items, net			8,665				6,888
Compensation expense for equity plans			25,432				29,799
Compensation expense for mutual fund incentive program			12,343				-
Net gain on early retirement of Senior Unsecured Notes - 5% of 2010			(4,291	)			-
Loss due to acceleration of deferred debt items from first lien paydown			3,697				-
Net (increase) decrease in assets:
Management and distribution fees receivable			16,139				4,655
Other receivables			(9,855	)			17,310
Current taxes receivable			7,698				176,820
Other assets			(418	)			(121	)
Net increase (decrease) in liabilities:
Accrued compensation and other expenses			(51,214	)			(47,362	)
Accounts payable			2,445				871
Other liabilities			(10,784	)			(401	)
Other			(483	)			(7	)
Net cash provided by/(used in) operating activities			(51,145	)			225,083
Cash flows from financing activities:
Proceeds from loans and notes payable, net of discount			451,500				-
Debt issuance costs			(29,890	)			-
Restricted cash: escrow for senior notes due 9/15/10			(222,745	)			-
Repayment of notes payable			(210,441	)			(11,575	)
Early retirement of notes payable			(5,178	)			-
Purchase of noncontrolling interests			(18,132	)			(84,934	)
Payment of income allocation to noncontrolling interests			(2,053	)			(7,654	)
Undistributed income allocation for noncontrolling interests			1,098				1,931
Dividends paid			(95	)			(50	)
Conversion of right to receive A shares into A shares			-				72
Deferred and restricted Class A unit payouts			(280	)			-
Net cash used in financing activities			(36,216	)			(102,210	)
Cash flows from investing activities:
Winslow acquisition			(97	)			-
HydePark acquisition			(2,692	)			-
MDP Transaction			-				(127	)
Purchase of office property and equipment			(7,984	)			(18,513	)
Proceeds from sales of investment securities			27,101				13,293
Purchases of investment securities			(19,662	)			(13,225	)
Purchases of securities for mutual fund incentive program			(52,000	)			-
Net change in consolidated funds			767				(100,741	)
Other			1				3
Net cash used in investing activities			(54,566	)			(119,310	)
Effect of exchange rates on cash and cash equivalents			4				(9	)
Increase/(decrease) in cash and cash equivalents			(141,923	)			3,554
Cash and cash equivalents:
Beginning of year			467,136				285,051
End of period		$	325,213			$	288,605
Supplemental Information:
Taxes Paid		$	221			$	6,362
Interest Paid		$	188,124			$	207,696

See accompanying notes to consolidated financial statements.

NUVEEN INVESTMENTS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Unaudited)
September 30, 2009

Note 1 Basis of Presentation

The unaudited consolidated financial statements presented herein include the accounts of Nuveen Investments, Inc. (the “Company”), its majority-owned subsidiaries, and certain funds which the Company is required to consolidate (further described below), and have been prepared in conformity with U.S. generally accepted accounting principles. 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 on Form 8-K on March 31, 2009).

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.

Acquisition of the Company

As more fully discussed in Note 1, “Acquisition of the Company,” of the Company’s 2008 Year-End Financial Statement Filing (filed on 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.

Certain Funds Required to be Consolidated

As more fully discussed in Note 12, “Consolidated Funds,” of the Company’s 2008 Year-End Financial Statement Filing (filed on Form 8-K on March 31, 2009), the Company is required to consolidate certain funds into its financial statements. For those funds which the Company is required to consolidate, the assets, liabilities, revenues and expenses of those funds are included throughout the Company’s consolidated financial statements. For the accompanying consolidated statement of cash flows, the change in cash and cash equivalents for all of the consolidated funds is included in the “Cash Flows from Investing Activities” section.

Symphony CLO V: Symphony CLO V, Ltd. (“Symphony CLO V”) is a Cayman Islands exempted company incorporated with limited liability on February 27, 2007, and commenced operations on December 13, 2007. Symphony CLO V entered into an asset management agreement with Symphony Asset Management, LLC, a subsidiary of the Company. Although the Company does not hold any ownership interest in Symphony CLO V, because an affiliate of MDP is the majority equity holder of Symphony CLO V, the Company is treating variable interests in Symphony CLO V held by related parties as its own. The Company has determined the related party group to be the primary beneficiary of Symphony CLO V. Within the related party group, the Company determined that it was the primary beneficiary of Symphony CLO V, as it was most closely related with Symphony CLO V because of the asset management agreement between Symphony CLO V and one of the Company’s subsidiaries, and the ability this subsidiary has to direct the day-to-day activities of Symphony CLO V. (Refer to Note 12, “Financial Information Related to Guarantor Subsidiaries,” for stand-alone financial results for Symphony CLO V.)

New funds: The Company is also required to consolidate into its financial results those funds (recently created product portfolios) in which the Company is either the sole investor or in which the Company holds a majority investment position. For the nine months ended September 30, 2009, there is only one recently created fund which is consolidated in the Company’s financial statements. The Company began consolidating the results of this one fund starting July 1, 2009. As of September 30, 2009, total assets and liabilities

of this fund approximate $10.6 million and $2 thousand, respectively, and are included in the Company’s consolidated balance sheet as of September 30, 2009. For the nine months ended September 30, 2009, the net income of this one fund is approximately $0.5 million and is included in the Company’s consolidated statement of income. For the nine months ended September 30, 2008, the Company’s consolidated financial statements include the results of two different funds in which the Company was originally either the sole investor or majority investor, but which were eventually marketed to the public and, by the end of January 2008, the Company was no longer the majority investor in these two funds. As a result, the Company’s consolidated balance sheet as of December 31, 2008 does not reflect any assets or liabilities for these two funds, but the Company’s consolidated statement of income for the nine months ended September 30, 2008 includes approximately $0.5 million of net loss related to these funds.

Codification of Accounting Standards

In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168, “The FASB Accounting Standards Codification ^TM and the Hierarchy of Generally Accepted Accounting Principles – a Replacement of FASB Statement No. 162” (“SFAS No. 168”). SFAS No. 168 states that the FASB Accounting Standards Codification ^TM (the “Codification” or “ASC”) will become the source of authoritative U.S. generally accepted accounting principles (“U.S. GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. On the effective date of SFAS No. 168, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other grandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009.

The Codification does not change U.S. GAAP. The Codification only changes the way that U.S. GAAP is referenced. The Codification reorganizes the various U.S. GAAP pronouncements into approximately 90 accounting topics and displays them in a consistent structure for ease of research and cross-reference. All existing accounting pronouncements used to create the Codification became superseded.

Starting with the accompanying consolidated financial statements for the period ending September 30, 2009, the Company will make reference to U.S. GAAP issued by FASB as either “FASB ASC” or “Topic” before the new Codification topic reference number.

Presentation of Minority Interests / Noncontrolling Interests

FASB ASC 810-10-65 discusses the concept of noncontrolling interests in consolidated financial statements. This topic states 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. This presentation (as well as retrospective adoption of the presentation and disclosure requirements for existing noncontrolling interests) is required for fiscal years beginning on or after December 15, 2008; earlier adoption is prohibited.

As a result of the retrospective application of the disclosure provisions of the FASB ASC on noncontrolling interests as of January 1, 2009, 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 this FASB Codification topic, “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 on 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 FASB ASC 810-10-65, such repurchases are reflected in “Cash Flows Used in Financing Activities.”

Finally, under FASB ASC 810-10-65, 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 FASB ASC 810-10-65, 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 FASB ASC 810-10-65, this amount would have been recorded as additional goodwill.

Other

Certain prior year balances have been reclassified to conform to the current year presentation. These reclassifications include the categorization of the fair value of open derivatives between short-term and long-term liabilities, based on the derivative transactions’ maturity date. In prior periods, the fair value of open derivatives was classified entirely as short-term obligations.

Note 2 Fair Value Measurements

FASB ASC 820-10 establishes a fair value hierarchy that prioritizes information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data (for example, the reporting entity’s own data). FASB ASC 820-10 requires that fair value measurements be separately disclosed by level within the fair value hierarchy in order to distinguish between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Specifically:

	•		Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
	•		Level 2 - inputs to the valuation methodology other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, through corroboration with observable market data (market-corroborated inputs).
	•		Level 3 - inputs to the valuation methodology that are unobservable inputs for the asset or liability – that is, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability (including assumptions about risk) developed based on the best information available in the circumstances.

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

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

The following table presents information about the Company’s fair value measurements at September 30, 2009 and December 31, 2008 (in 000s):

						Fair Value Measurements at September 30, 2009 Using
						Quoted Prices in								Significant
						Active Markets				Significant Other				Unobservable
						for Identical				Observable Inputs				Inputs
Description		September 30,				Assets (Level 1)				(Level 2)				(Level 3)
		2009
Assets
Available-for-sale securities		$	167,409			$	124,746			$	20,868			$	21,795
Underlying investments from consolidated vehicle			361,711				-				-				361,711
Other investments			634				-				564				70
Subtotal: Total Investments		$	529,754			$	124,746			$	21,432			$	383,576
Liabilities
Derivative financial instruments (short-term and long-term)		$	(78,379)				-				-			$	(78,379)

						Fair Value Measurements at December 31, 2008 Using
						Quoted Prices in								Significant
						Active Markets				Significant Other				Unobservable
		December 31,				for Identical				Observable Inputs				Inputs
Description		2008				Assets (Level 1)				(Level 2)				(Level 3)
Assets
Available-for-sale securities		$	105,967			$	72,179			$	14,796			$	18,992
Underlying investments from consolidated vehicle			241,180				-				-				241,180
Other investments			215				-				146				69
Subtotal: Total Investments		$	347,362			$	72,179			$	14,942			$	260,241
Liabilities
Derivative financial instruments (short-term and long-term)		$	(78,574)				(52)				-			$	(78,522)

The following tables present a rollforward of fair value measurements considered to be Level 3:

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

						Underlying
						Investments
		Available-				in								Derivative
		for-Sale				Consolidated				Other				Financial
		Securities				Vehicle				Investments				Instruments				Total
Beginning balance (as of June 30, 2009)		$	18,542			$	322,815			$	10,374			$	(78,664	)		$	273,067
Total gains or losses (realized/unrealized)			3,253				23,165				10				285				26,713
Included in earnings			27				23,165				10				285				23,487
Included in other comprehensive income			3,226				-				-				-				3,226
Purchases and sales			-				15,731				(9,750	)			-				5,981
Transfers in and/or out of Level 3			-				-				(564	)			-				(564	)
Ending balance (as of September 30, 2009)		$	21,795			$	361,711			$	70			$	(78,379	)		$	305,197
						Underlying
						Investments
		Available-				in								Derivative
		for-Sale				Consolidated				Other				Financial
		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)			4,478				95,643				169				143				100,433
Included in earnings			83				95,643				169				143				96,038
Included in other comprehensive income			4,395				-				-				-				4,395
Purchases and sales			(1,675	)			24,888				250				-				23,463
Transfers in and/or out of Level 3			-				-				(564	)			-				(564	)
Ending balance (as of September 30, 2009)		$	21,795			$	361,711			$	70			$	(78,379	)		$	305,197

All net gains/losses for the period presented in the table above as included in earnings are attributable to the change in unrealized gains or losses related to assets which were still held at September 30, 2009.

Available-for-Sale Securities

At September 30, 2009, approximately $124.7 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 $20.9 million of the Company’s available-for-sale investments at September 30, 2009 are considered to be Level 2 financial instruments, as they are valued based on prices developed using observable inputs.

At September 30, 2009, the Company has approximately $21.8 million of available-for-sale investments classified as Level 3 under FASB ASC 820-10. Of this amount, approximately $5.8 million relates to the Company’s investments in the equity of certain collateralized loan obligations (“CLOs”) and collateralized debt obligations (“CDOs”). As further discussed in Note 9, “Investments in Collateralized Loan and Debt Obligations,” the Company holds investments in the equity of certain CLOs and CDOs 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. Also included in the $21.8 million of available-for-sale investments classified as Level 3 at September 30, 2009 is approximately $12.4 million the Company has invested in auction rate preferred stock issued by unaffiliated entities. As further discussed in the Company’s 2008 Year End Financial Statement Filing (filed on 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 September 30, 2009, the Company also has approximately $3.5 million invested in seed account portfolios whose underlying investment securities are invested in emerging markets.

The cost, gross unrealized holding gains, gross unrealized holding losses, and fair value of available-for-sale securities by major security type at September 30, 2009 and December 31, 2008, are as follows:

(in 000s)						Gross
						Unrealized				Gross Unrealized
		Cost				Holding Gains				Holding Losses				Fair Value
At September 30, 2009
Equity		$	99,510			$	20,292			$	(180	)		$	119,622
Taxable Fixed Income			44,563				4,588				(1,364	)			47,787
		$	144,073			$	24,880			$	(1,544	)		$	167,409
At December 31, 2008
Equity		$	54,552			$	332			$	--			$	54,884
Taxable Fixed Income			52,728				5				(1,650	)			51,083
		$	107,280			$	337			$	(1,650	)		$	105,967

Underlying Investments from Consolidated Vehicle

As discussed in Note 1, “Basis of Presentation,” the Company is required to consolidate into its financial results certain funds, namely Symphony CLO V and a recently created product portfolio. The underlying investment securities in Symphony CLO V are predominantly syndicated loans whose fair values are derived from broker-quotes. The Company does not normally make adjustments to these broker quotes. However, the Company considers these investments to be Level 3 financial instruments, as a significant portion of the inputs to the broker-quotes are unobservable. The underlying investments in the recently created product portfolio relates to an investment in a limited partnership for which one of the Company’s subsidiary companies is an advisor. As the Company is the only investor in this fund, the Company is required to consolidate it into the Company’s financial results. The Company considers this limited partnership investment to be a Level 3 investment due to its illiquid nature and lack of market inputs.

Other Investments

At September 30, 2009, the Company has approximately $0.6 million of general partner interests in certain limited partnerships for which one of the Company’s subsidiary companies is the advisor. The Company considers these limited partnership investments to be Level 2 financial instruments, as the Company is able to liquidate out of these investments on a quarterly basis.

The $70 thousand in other investments classified as Level 3 financial instruments at September 30, 2009 is comprised of a general partner interest in a limited partnership. The Company considers this limited partnership investment to be a Level 3 financial instrument due to its illiquid nature and lack of market inputs.

Derivative Financial Instruments

As further discussed in Note 7, “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 fair value provisions of FASB ASC 820-10, 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 September 30, 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 December 31, 2008, the Company held futures contracts that had not been designated as hedging instruments under FASB Topic 815-10 (derivatives) in order to mitigate the overall market risk of certain product portfolios. As the valuations for these futures contracts were directly received from the counterparty, the futures arm of a nationally recognized bank, the Company determined that the valuations for these derivatives were 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. At September 30, 2009, the Company did not hold any such futures contracts.

Methods for Determining Fair Value

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

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

A comparison of the fair values and carrying amounts of these instruments is as follows:
(in 000s)

		September 30, 2009								December 31, 2008
		Carrying								Carrying
		Amount				Fair Value				Amount				Fair Value
Assets:
Cash and cash equivalents			$325,213				$325,213				$467,136				$467,136
Restricted cash			222,745				222,745				-				-
Fees receivable			82,594				82,594				98,733				98,733
Other receivables			30,492				30,492				12,354				12,354
Underlying securities in consolidated funds			361,711				361,711				241,180				241,180
Available-for-sale securities			167,409				167,409				105,967				105,967
Other investments			634				634				215				215
Liabilities:
Term notes – short term and long term, excluding CLO V			$4,144,942				$3,585,772				$3,864,883				$1,346,099
Accounts payable			13,044				13,044				9,633				9,633
Fair value of open derivatives – short term and long term			78,379				78,379				78,574				78,574

Note 3 Income Taxes

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

Valuation allowances may be established, when necessary, to reduce deferred tax assets to amounts expected to be realized. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected taxable income, and tax planning strategies in making this assessment.  

At September 30, 2009 and December 31, 2008, the Company had $16.7 million and $4.9 million, respectively, in valuation allowances related to state net operating loss carryforwards due to the uncertainty that the deferred tax assets will be realized. At September 30, 2009 and December 31, 2008, total gross deferred tax assets (after tax valuation allowances) were $182.2 million and $155.6 million, respectively. The increase in the valuation allowance during 2009 reflects the impact of changes to estimated Illinois apportionment as well as an increase in future projected interest costs associated with the Company’s new debt issuance in July and August 2009 (refer to Note 6, “Debt”). In assessing the likelihood of realization of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized.  Based on projections for future taxable income over the periods for which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at September 30, 2009.  The amount of the deferred tax asset considered realizable, however, could be reduced if estimates of future taxable income during the carryforward period are reduced.

Note 4 Net Capital Requirement

Nuveen Investments, LLC, the Company’s wholly-owned broker/dealer subsidiary, is subject to SEC Rule 15c3-1, the “Uniform Net Capital Rule,” which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, as these terms are defined in the Rule, shall not exceed 15 to 1. At September 30, 2009, Nuveen Investments, LLC’s net capital ratio was 1.08 and its net capital was approximately $25.9 million, which was $24.0 million in excess of the required net capital of $1.9 million.

Note 5 Goodwill and Intangible Assets

The following table presents a reconciliation of activity in the balance of goodwill from December 31, 2008 to September 30, 2009 presented on the Company’s consolidated balance sheets (in thousands):

Balance at December 31, 2008		$	2,299,725
Winslow: working capital adjustment			97
HydePark contingent payment related to acquisition			2,692
Winslow acquisition: reclassification to intangible assets			(63,200	)
Balance at September 30, 2009		$	2,239,314

During the three months ended September 30, 2009, the Company paid approximately $2.7 million of contingent consideration to the former owners of HydePark for meeting certain previously agreed-upon targets at the date of the acquisition. The $2.7 million is considered additional purchase price and has been recorded as goodwill.

Also during the three months ended September 30, 2009, the Company, with the assistance of external valuation specialists, finalized the valuation and purchase price allocation of the Winslow Capital Management (“Winslow Capital”) acquisition. This final valuation resulted in the Company recognizing three intangible assets for the Winslow Capital acquisition: $2.1 million for the Winslow Capital trade name, $22.8 million for the New York Life Insurance Management (“NYLIM”) customer relationship, and $38.3 million for other Winslow customer relationships. As a result of recognizing these three intangible assets for the Winslow Capital acquisition, the Company has recorded a $63.2 million reclassification from goodwill to intangible assets arising from the Winslow Capital acquisition.

The following table presents gross carrying amounts and accumulated amortization amounts for the intangible assets presented on our consolidated balance sheets at September 30, 2009 and December 31, 2008 (in thousands):

		At September 30, 2009								At December 31, 2008
		Gross								Gross
		Carrying				Accumulated				Carrying				Accumulated
		Amount				Amortization				Amount				Amortization
Nuveen trade name		$	184,900			$	-			$	184,900			$	-
Nuveen investment contracts – closed-end funds			1,277,900				-				1,277,900				-
Nuveen investment contracts – mutual funds			768,900				-				768,900				-
Nuveen customer relationships – managed accounts			972,600				121,575				972,600				72,945
Winslow trade name			2,100				80				-				-
Winslow NYLIM customer relationship			22,800				1,344				-				-
Winslow other customer relationships			38,300				2,668				-				-
Total		$	3,267,500			$	125,667			$	3,204,300			$	72,945

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

Management of the Company has determined that the estimated useful lives of the Winslow intangible assets are 20 years for the Winslow Capital trade name, 13 years for the Winslow Capital NYLIM customer relationship, and 11 years for all other Winslow Capital customer relationships. For the three months ended September 30, 2009, the Company recorded $4.1 million of amortization for the Winslow Capital intangible assets, which includes cumulative amortization to the date of the Winslow Capital acquisition on December 26, 2008.

The estimated aggregate amortization expense for the next five years for all intangible assets is approximately $17.5 million for the remaining three months in 2009, and annual amortization of $70.2 million for each of the years 2010 through 2013.

Note 6 Debt

At September 30, 2009 and December 31, 2008, debt on the accompanying consolidated balance sheets was comprised of the following:

(in 000s)

		September 30,				December 31,
		2009				2008
Short-Term Obligations:
Senior Term Notes:
Senior term notes – 5% due 9/15/10		$	222,745				--
Net unamortized discount			(130)				--
Net unamortized debt issuance costs			(366)				--
Total Short-Term Term Notes		$	222,249			$	--
Long-Term Obligations:
Senior Term Notes:
Senior term notes – 5% due 9/15/10			--			$	232,245
Net unamortized discount			--				(237)
Net unamortized debt issuance costs			--				(667)
Senior term notes – 5.5% due 9/15/15		$	300,000				300,000
Net unamortized discount			(994)				(1,098)
Net unamortized debt issuance costs			(1,562)				(1,725)
Term Loan Facility due 11/13/14			2,087,197				2,297,638
Net unamortized discount			(16,530)				(20,201)
Net unamortized debt issuance costs			(21,244)				(25,958)
Senior Unsecured 10.5% Notes due 11/15/15			785,000				785,000
Net unamortized debt issuance costs			(22,922)				(24,823)
Revolving Credit Facility due 11/13/13			250,000				250,000
Second Lien Debt 12.5% due 7/31/15			450,000				--
Net unamortized discount			(44,188)				--
Net unamortized debt issuance costs			(28,262)				--
Incremental Second Lien Debt due 7/31/15			50,000				--
Net unamortized discount			(3,436)				--
Net unamortized debt issuance costs			(1,072)				--
Symphony CLO V Notes Payable			378,540				378,540
Symphony CLO V Subordinated Notes			24,208				24,208
Total Long-Term Term Notes		$	4,184,735			$	4,192,922

Senior Secured Credit Agreement

As a result of the MDP 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 September 30, 2009 and December 31, 2008, the Company had $2.1 billion and $2.3 billion, respectively, outstanding under the term loan facility (the “first-lien term loan”). The borrowings under the term loan facility were used as part of the financing to consummate the MDP Transactions. At September 30, 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 the Company’s present and future, direct and indirect, wholly-owned material domestic subsidiaries (excluding subsidiaries that are broker dealers). The obligations under the Credit Facility and these guarantees are secured, subject to permitted liens and other specified exceptions, (1) on a first-lien basis, by all the capital stock of Nuveen Investments and certain of its subsidiaries (excluding significant subsidiaries and limited, in the case of foreign subsidiaries, to 100% of the non-voting capital stock and 65% of the voting capital stock of the first tier foreign subsidiaries) directly held by Nuveen Investments or any guarantor and (2) on a first lien basis by substantially all present and future assets of Nuveen Investments and each guarantor, except that the Additional Term Loans (as defined below) are secured by the same capital stock and other assets on a second lien basis.

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

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

At September 30, 2009 and December 31, 2008, the fair value of the first-lien term loan was approximately $1.8 billion and $0.9 billion, respectively. At September 30, 2009 and December 31, 2008, the fair value of the $250 million revolving credit facility was approximately $181.3 million and $101.9 million, respectively.

Second-Lien Term Loan and Restricted Cash

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

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

At September 30, 2009, the fair value of the $500 million Additional Term Loans was $502.5 million.

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

The Company escrowed part of the proceeds from the Additional Term Loans to retire the Company’s 5% senior unsecured notes due September 15, 2010 at maturity. The $222.7 million escrowed for the 5% senior unsecured notes due 2010 are reflected in “restricted cash for debt retirement” on the Company’s accompanying consolidated balance sheet as of September 30, 2009. The Company used the remaining net proceeds from the Additional Loans to pay down a portion of the Company’s existing first-lien term loans. The Company repaid $198.9 million on the then-existing $2.3 billion outstanding.

Senior Unsecured Notes

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

At September 30, 2009 and December 31, 2008, the fair value of the $785 million 10.5% senior notes was approximately $676.2 million and $176.5 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 September 30, 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 September 30, 2009, the fair value of the 5-year and 10-year Predecessor senior term notes was approximately $213.7 million and $199.4 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 in total cash paid, 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 the first quarter of 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 $7 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 nine months ended September 30, 2009. There were no additional early retirements of debt during the second or third quarters of 2009.

Symphony CLO V

As discussed in Note 1, “Basis of Presentation,” 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.

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

At September 30, 2009 and December 31, 2008, the Company did not hold any derivatives designated in a formal hedge relationship under the provisions of FASB Topic 815-10.

Derivative Transactions Related to Financing Part of the Transactions

At September 30, 2009 and December 31, 2008, 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 also held two basis swaps that effectively locked 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.”

For the three and nine months ended September 30, 2009, the Company recorded $0.3 million and $0.1 million in unrealized gains, respectively, related to the New Debt Derivatives. Unrealized gains and losses on the New Debt Derivatives are reflected in “Other Income/(Expense)” on the accompanying consolidated statements of income. For the three and nine months ended September 30, 2008, the Company recorded $2.2 million and $3.1 million in unrealized losses, respectively.

Also for the three and nine months ended September 30, 2009, the Company recorded $19.6 million and $52.5 million, respectively, of interest expense for both periodic swap payments made by the Company as well as realized gains/losses on the New Debt Derivatives. These amounts are reflected in “Net Interest Expense” on the accompanying consolidated statements of income. For the three and nine months ended September 30, 2008, the Company recorded $7.5 million and $13.0 million, of interest expense, respectively.

At September 30, 2009, the FASB ASC 820-10 fair value of the New Debt Derivatives was a liability of $78.4 million and is reflected as $7.8 million of “Fair Value of Open Derivatives” under “Short-Term Obligations” and $70.6 million as “Fair Value of Open Derivatives” under “Long-Term Obligations” on the accompanying consolidated balance sheet as of September 30, 2009. At December 31, 2008, the FASB ASC 820-10 fair value of the New Debt Derivatives was a liability of $78.5 million and is reflected as $20.1 million of “Fair Value of Open Derivatives” under “Short-Term Obligations” and $58.5 million as “Fair Value of Open Derivatives” under “Long-Term Obligations” on the accompanying consolidated balance sheet as of 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 fair value credit valuation adjustment required by FASB ASC 820-10) of the New Debt Derivatives at September 30, 2009 is $87.1 million. Although the Company does have master netting agreements in place with the various counterparties to the New Debt Derivatives, as of September 30, 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 September 30, 2009, the Company would have been required to make payments totaling $87.1 million to the various counterparties for the New Debt Derivatives. The Company does not have any collateral posted for the New Debt Derivatives.

Derivative Transactions Related to Certain Product Portfolios

The Company held futures contracts that were not designated as hedging instruments under FASB Topic 815-10 in order to mitigate overall market risk of certain product portfolios. By June 30, 2009, all of these positions had been terminated. At December 31, 2008, the net fair value of these open non-hedging derivatives was a liability of approximately $52.3 thousand and was included in “Fair Value of Open Derivatives” under “Other Short-Term Obligations” on the accompanying consolidated balance sheet as of December 31, 2008. For the nine months ended September 30, 2009, the Company recorded approximately $0.2 million of realized gains related to these futures contracts. These amounts are reflected in “Other Income/(Expense)” on the accompanying consolidated statement of income for this period. As all of these futures contracts were terminated by June 30, 2009, there were no unrealized gains/losses for the three months ended September 30, 2009. For the three and nine months ended September 30, 2008, the Company recorded $37 thousand of unrealized losses and $0.1 million of unrealized gains, respectively. The Company also recorded $0.1 million and $0.4 million of realized losses for the three and nine months ended September 30, 2008. Realized gains/losses and unrealized gains/losses are reflected in “Other Income/(Expense)” on the accompanying consolidated statements of income for those periods.

Note 8 Retirement Plans

The following table presents the components of the net periodic retirement plans’ benefit costs for the three and nine months ended September 30, 2009 and 2008, respectively (in 000s):

		Three Months								Three Months
		Ended September 30, 2009								Ended September 30, 2008
		Total				Post-				Total				Post-
		Pension				Retirement				Pension				Retirement
Service Cost		$	367			$	13			$	382			$	90
Interest Cost			629				114				599				165
Expected Return on Assets			(433)				-				(599)				-
Amortization of:
Unrecognized Prior Service Cost			(31)				24				(38)				-
Unrecognized (Gain)/Loss			114				(44)				-				-
Total		$	646			$	107			$	344			$	255
		Nine Months								Nine Months
		Ended September 30, 2009								Ended September 30, 2008
		Total				Post-				Total				Post-
		Pension				Retirement				Pension				Retirement
Service Cost		$	1,101			$	40			$	1,145			$	270
Interest Cost			1,886				342				1,799				496
Expected Return on Assets			(1,300)				-				(1,796)				-
Amortization of:
Unrecognized Prior Service Cost			(92)				72				(115)				-
Unrecognized (Gain)/Loss			342				(133)				-				-
Total		$	1,937			$	321			$	1,033			$	766

During 2009, the Company expects to contribute approximately $3.1 million to its qualified pension plan, approximately $3.5 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 nine months of 2009, the Company has contributed $3.1 million to its qualified plan, paid out approximately $1.3 million in benefits related to its excess pension plan, and paid out $0.4 million in benefits related to its post-retirement plan.

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

Note 9 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 September 30, 2009, the assets of the

collateral pool of the CLO were approximately $355 million, which is based on traded cost plus traded cash. At September 30, 2009, the assets of the collateral pool for the CDO were approximately $466 million, which is based on traded market value and traded cash. At September 30, 2009 and December 31, 2008, the fair market value of the combined minority interest investment in the equity of these entities was $5.8 million and $2.1 million, respectively, reflected in “Investments” on the accompanying consolidated balance sheets for the respective periods.

The Company accounts for its investments in the CLO and CDO under FASB ASC 325-40. 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 $3.8 million as of September 30, 2009.

Note 10 Mutual Fund Incentive Program

During July 2009, the Company funded $52 million into a recently created, secular trust as part of a newly established multi-year “Mutual Fund Incentive Program” for certain employees. The secular trust acquired shares of Nuveen mutual funds and other investment products supporting the awards under this new incentive program. The awards are subject to vesting and certain other restrictions. At September 30, 2009, there is approximately $58.8 million included in “Investments” on the Company’s September 30, 2009 consolidated balance sheet, which represents the fair value of these investments at September 30, 2009. For accounting purposes, these investments are classified as “available-for-sale,” with any mark-to-market on these investments being recorded through accumulated other comprehensive income, a separate component of shareholders’ equity. The $58.8 million of investments underlying the mutual fund incentive program is included in the “Issuer of Notes - Nuveen Investments, Inc.” column of the consolidating balance sheet presented in Note 12, “Financial Information Related to Guarantor Subsidiaries.” Although these investments are presented within the “Issuer of Notes” column, these investments may not be pledged as collateral for the debt obligations referenced in Note 12. The investments were purchased by a secular trust and the Company does not have access to these investments. The Company would only have access to these investments in the event that an employee receiving an award does not vest in their award. For the nine months ended September 30, 2009, the Company has recorded approximately $12.3 million of compensation expense for this program, which is reflected in “Compensation and benefits” on the accompanying consolidated statement of income for that period. The corresponding liability of $12.3 million is included in “Accrued compensation and other expenses” on the accompanying consolidated balance sheet as of September 30, 2009.

Note 11 Recent Updates to Authoritative Accounting Literature

Codification

As discussed in Note 1, “Basis of Presentation,” the Company is required to make reference to U.S. GAAP starting with its September 30, 2009 financial statements under the new Codification.

As a result of the Codification, the FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates. The FASB will not consider Accounting Standards Updates as authoritative in their own right. Accounting Standards Updates will serve to only update the Codification, provide background information about the Codification’s guidance, and provide the bases for conclusions on change(s) in the Codification.

Variable Interest Entities

Prior to the Codification, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS No. 167”), in June 2009.

SFAS No. 167 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. SFAS No. 167 will be effective for Nuveen Investments on January 1, 2010. The Company is currently evaluating the impact of SFAS No. 167 to its financial statements.

SFAS No. 167 amends FASB Interpretation No. 46(R) to require an enterprise to perform an analysis to determine whether the enterprise’s variable interest(s) give it a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has both of the following characteristics:

•

the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance; and

•

the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity.

Additionally, the enterprise is required to assess whether it has an implicit financial responsibility to ensure that a variable interest entity operates as designed when determining whether it has the power to direct the activities of the variable interest entity that most significantly impact the entity’s economic performance.

SFAS No. 167 amends Interpretation 46(R) to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity. Before this Statement, Interpretation 46(R) required reconsideration of whether an enterprise is the primary beneficiary of a variable interest entity only when specific events occurred.

SFAS No. 167 also amends Interpretation 46(R) to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity, which was based on determining which enterprise absorbs the majority of the entity’s expected losses, receives a majority of the entity’s expected residual returns, or both.

SFAS No. 167 amends certain guidance in Interpretation 46(R) for determining whether an entity is a variable interest entity. It is possible that application of this revised guidance will change an enterprise’s assessment of which entities with which it is involved are variable interest entities.

SFAS No. 167 amends Interpretation No. 46(R) to include an additional reconsideration event for determining whether an entity is a variable interest entity when any changes in facts and circumstances occur such that the holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity’s economic performance.

Finally, SFAS No. 167 amends Interpretation 46(R) to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity.

Note 12 Financial Information Related to Guarantor Subsidiaries

As discussed in Note 6, “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:

Nuveen Investments, Inc. & Subsidiaries
CONSOLIDATING BALANCE SHEET
September 30, 2009
(in 000s)

		Parent				Issuer of Notes																Consolidated
		Windy City												Non								excluding
		Investments,				Nuveen				Guarantor				Guarantor				Intercompany				Symphony CLO				Symphony
		Inc.				Investments, Inc.				Subsidiaries				Subsidiaries				Eliminations				V				CLO V				Consolidated
Assets
Cash and cash equivalents	$		-				240,605				12,766				55,648				-				309,019				16,194		$		325,213
Restricted cash for debt retirement			-				222,745				-				-				-				222,745				-				222,745
Management and distribution fees receivable			-				-				77,613				4,981				-				82,594				-				82,594
Other receivables			-				(1,171,992	)			1,295,384				(105,816	)			-				17,576				12,916				30,492
Furniture, equipment and leasehold improvements*			-				-				38,591				19,191				-				57,782				-				57,782
Investments			-				165,919				2,065				10,623				-				178,607				351,147				529,754
Investment in Subsidiaries			986,343				1,456,148				750,517				503				(3,193,511)				-				-				-
Goodwill			-				2,166,302				70,320				2,692				-				2,239,314				-				2,239,314
Intangible assets*			-				3,082,725				59,108				-				-				3,141,833				-				3,141,833
Current taxes receivable			-				6,400				178				-				-				6,578				-				6,578
Other assets			-				-				11,008				6,941				-				17,949				3,692				21,641
	$		986,343				6,168,852				2,317,550				(5,237	)			(3,193,511)				6,273,997				383,949		$		6,657,946
Liabilities and Equity
Short-Term Obligations:
Term notes	$		-				222,249				-				-				-				222,249				-		$		222,249
Accounts payable			-				69				4,600				8,375				-				13,044				-				13,044
Accrued compensation and other expenses			-				57,552				62,184				678				-				120,414				2,275				122,689
Fair value of open derivatives			-				7,790				-				-				-				7,790				-				7,790
Other short-term liabilities			-				-				605				452				-				1,057				23,017				24,074
Total Short-Term Obligations			-				287,660				67,389				9,505				-				364,554				25,292				389,846
Long-Term Obligations:
Term notes			-				3,781,987				-				-				-				3,781,987				402,748				4,184,735
Fair value of open derivatives			-				70,589				-				-				-				70,589				-				70,589
Deferred income tax liability, net			-				1,042,273				(23,479	)			3,924				-				1,022,718				-				1,022,718
Other long-term liabilities			-				-				21,842				2,843				-				24,685				-				24,685
Total Long-Term Obligations			-				4,894,849				(1,637	)			6,767				-				4,899,979				402,748				5,302,727
Total Liabilities			-				5,182,509				65,752				16,272				-				5,264,533				428,040				5,692,573
Equity:
Nuveen Investments shareholders’ equity			986,343				986,343				2,228,730				(21,562	)			(3,193,511)				986,343				-				986,343
Noncontrolling interest			-				-				23,068				53								23,121				(44,091	)			(20,970	)
Total equity			986,343				986,343				2,251,798				(21,509	)			(3,193,511)				1,009,464				(44,091	)			965,373
	$		986,343				6,168,852				2,317,550				(5,237	)			(3,193,511)				6,273,997				383,949		$		6,657,946