NUVEEN INVESTMENTS INC - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO _______

Commission file number 1-11123

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

DELAWARE 36-3817266
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

333 WEST WACKER DRIVE 60606
CHICAGO, ILLINOIS (Zip Code)
(Address of principal executive offices)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 312-917-7700

Securities registered pursuant to Section 12(b) of the Act:

Class A Common Stock, $.01 par value New York Stock Exchange
(Title of Class) Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:

None.

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 X No
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act.)

Yes X No
--- ---

The aggregate market value of the outstanding Common Stock held by
non-affiliates of the Registrant as of June 28, 2002 was $503,065,524. This
calculation does not reflect a determination that persons are affiliates for any
other purposes.

The number of shares of the Registrant's Common Stock outstanding at
March 17, 2003 was 92,469,284 consisting of 19,144,070 shares of Class A Common
Stock, $.01 par value, and 73,325,214 shares of Class B Common Stock, $.01 par
value.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Shareholders for the
year ended December 31, 2002 are incorporated by reference into Parts II and IV
of this report. Portions of Registrant's Proxy Statement relating to the annual
meeting of stockholders to be held May 16, 2003 are incorporated by reference
into Part III of this report.

PART I

ITEM I. BUSINESS

GENERAL

The principal businesses of Nuveen Investments, Inc. (previously known as The
John Nuveen Company) are asset management and related research as well as the
development, marketing and distribution of investment products and services for
the affluent, high-net-worth and the institutional market segments. We
distribute our investment products and services, including closed-end
exchange-traded funds, mutual funds and individually managed accounts, to
affluent and high-net-worth market segments through unaffiliated intermediary
firms including broker/dealers, commercial banks, affiliates of insurance
providers, financial planners, accountants, consultants and investment advisors.
We also provide managed account services to several institutional market
segments and channels.

The Company and its subsidiaries offer core investment capabilities through four
branded investment teams; Rittenhouse growth, NWQ value, Nuveen fixed income and
Symphony market-neutral alternative investments.

Operations of Nuveen Investments, Inc. (the "Company" or "We" or "Our" where
applicable) are organized around its principle advisory subsidiaries which are
registered investment advisors under The Investment Advisers Act of 1940. Nuveen
Advisory Corp. ("NAC") and Nuveen Institutional Advisory Corp. ("NIAC") manage
various Nuveen mutual funds and exchange-traded funds; and Nuveen Asset
Management Inc. ("NAM"), Rittenhouse Asset Management, Inc. ("Rittenhouse"), NWQ
Investment Management Company, LLC ("NWQ") and Symphony Asset Management LLC
("Symphony") principally provide investment management services for individual
and institutional managed accounts.

Additionally, Nuveen Investments, LLC (previously known as Nuveen Investments),
a registered broker and dealer in securities under The Securities Exchange Act
of 1934, provides investment product distribution and related services for the
Company's managed funds and, through March of 2002, sponsored and distributed
the Company's defined portfolios (unit investment trusts).

COMPANY HISTORY AND ACQUISITIONS

The Company, headquartered in Chicago, is the successor to a business formed in
1898 by Mr. John Nuveen, which served as an underwriter and trader of municipal
bonds. This core business was augmented in 1961 when the Company developed and
introduced its first municipal defined portfolio, which is a fixed portfolio of
municipal securities selected and purchased by the Company and deposited in a
trust. The Company introduced its first municipal mutual fund in 1976, its first
municipal money market fund in 1981, and its first municipal exchange-traded
fund in 1987. The Company began providing individual managed account services to
investors in early 1995, sponsored its first equity mutual fund in 1996 and
offered its first equity defined portfolio in 1997.

On January 2, 1997, the Company completed the acquisition of Flagship Resources
Inc. ("Flagship") and its wholly-owned subsidiaries, Flagship Financial Inc. and
Flagship Funds Inc. Flagship managed both municipal mutual funds and municipal
managed accounts for individual investors. Upon the completion of the
acquisition, Flagship Financial Inc. became a wholly owned subsidiary of the
Company and changed its name to Nuveen Asset Management Inc. Flagship Funds
Inc. was combined into the Company's broker/dealer subsidiary.

On August 31, 1997, the Company completed the acquisition of all of the
outstanding stock of Rittenhouse, which specializes in managing individual
equity and balanced portfolios primarily for high-net-worth individuals served
by financial advisors.

During 1999, the Company expanded its product line by introducing products
comprised of senior secured corporate floating rate loans. On September 17,
1999, the Company completed the sale of its investment banking business to US
Bancorp Piper Jaffray. In conjunction with the sale, the Company ceased
underwriting and distributing municipal and corporate bonds or serving as
remarketing agent for variable rate bonds.

On July 16, 2001, the Company completed the acquisition of Symphony Asset
Management. Symphony is an institutional investment manager based in San
Francisco. As a result of the acquisition, the Company's product offerings have
expanded to include alternative investments designed to reduce risk through
market-neutral and other strategies in several equity and fixed-income asset
classes.

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

In the first quarter of 2002, the Company exited the defined portfolio product
line. As a result, the Company no longer creates and distributes new defined
portfolios. Defined portfolios previously sponsored by the Company that are
still outstanding continue to be administered by the Company.

The Company was incorporated in the State of Delaware on March 23, 1992, as a
wholly-owned subsidiary of The St. Paul Companies, Inc. ("St. Paul"). John
Nuveen & Co., the predecessor of the Company (now named Nuveen Investments,
LLC), had been a wholly-owned subsidiary of St. Paul since 1974. During 1992,
St. Paul sold a portion of its ownership interest in the Company through a
public offering. As of the date of this report, St. Paul owns approximately 79%
of the outstanding voting securities of the Company.

LINES OF BUSINESS

We derive substantially all of our revenues from providing investment advisory,
investment management, distribution and administration services to our family of
funds and high-net-worth and institutional investors. This is our main business
activity and only operating segment.

The following series of tables, including Gross Sales of Investment Products,
Net Flows, and Net Assets Under Management provide data which should be helpful
in understanding the Company's business and should be referred to while reading
the separate discussions which follow the tables.

GROSS SALES OF INVESTMENT PRODUCTS

The following table summarizes gross sales for the Company's products for the
past three years, including managed assets and defined portfolios.

GROSS SALES OF INVESTMENT PRODUCTS
(IN THOUSANDS)

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NET FLOWS OF INVESTMENT PRODUCTS

The following table summarizes net flows (equal to sales, reinvestments and
exchanges less redemptions) for the Company's products for the past three years.

NET FLOWS
(IN THOUSANDS)

NET ASSETS UNDER MANAGEMENT

The following table shows net assets managed by the Company at December 31 for
each of the past three years. Defined portfolio assets under surveillance are
not included in net assets under management since the portfolios are not
actively managed and generally generate up-front distribution revenues rather
than ongoing advisory fees.

NET ASSETS UNDER MANAGEMENT
(IN MILLIONS)

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ASSET MANAGEMENT

INVESTMENT CAPABILITIES OVERVIEW

The Company, through its advisory subsidiaries, offers four investment styles;
growth equities through Rittenhouse, value equities through NWQ, fixed income
through Nuveen and market-neutral alternative investments through Symphony. At
December 31, 2002, growth equity, value equity, fixed income and alternative
investment assets represented 15%, 10%, 71% and 4% of assets under management,
respectively. Within these core investment styles, the Company sponsors several
product alternatives including separately managed accounts, closed-end
exchange-traded funds and open-end mutual funds. In its capacity as an adviser,
the Company is responsible for the execution of the investment policies of the
various funds or managed accounts it advises. Investment decisions for each fund
or account are made by the portfolio manager responsible for the fund or managed
account.

Our Rittenhouse portfolio team follows a core growth stock strategy that centers
generally on identifying large capitalization companies that are financially
strong, are global leaders in their industries and generally have demonstrated
consistent and predictable above-average long-term growth in earnings and, if
applicable, in dividends. Our NWQ portfolio team specializes in value-oriented
equity investments with a philosophy of investing in undervalued companies with
identified catalysts to improve profitability and/or unlock value. Symphony's
core market-neutral alternative investment disciplines are designed to reduce
the systematic risk of investing in several equity and fixed-income asset
classes and produce absolute, positive returns regardless of broad market
direction. Our fixed income style concentrates primarily on the research,
selection, and management of municipal bond portfolios with the goal of
generating attractive current income. Certain products offered by the Company
provide access to other specialized unaffiliated investment managers through
sub-advisory arrangements.

The Company has traditionally had a very low employment turnover rate for its
portfolio managers. The majority of the Company's portfolio managers, as well as
those employed by sub-advisers, have devoted most of their professional careers
to the analysis, selection and surveillance of the types of securities held in
the funds or accounts they manage.

SPONSORED PRODUCTS

The Company provides tailored investment management services for individuals and
institutions (managed accounts). Managed accounts are customized portfolios of
stocks and bonds which offer investors improved tax efficiency and greater
transparency. Our managed account offerings include large-cap growth and value
accounts, small-cap and mid-cap value accounts, international equity accounts,
municipal balanced accounts and market-neutral and fixed income accounts.
Managed accounts managed by Symphony include privately offered hedge fund
partnerships. At December 31, 2002, Rittenhouse, NAM, NWQ and Symphony managed
42%, 21%, 27% and 10% of these assets, respectively. Rittenhouse and NWQ manage
accounts on both a discretionary and non-discretionary basis, while NAM and
Symphony accounts are managed on a discretionary basis.

Symphony offers its core market-neutral strategies - U.S. Large Cap, U.S. Small
Cap, UK Europe, Corporate Bond and Convertible Arbitrage - through privately
offered on-shore and off-shore hedge fund partnerships. Symphony's fixed income
hedge funds employ investment leverage, which is greater for the off-shore
funds. Certain institutional accounts also employ investment leverage and
futures overlay programs.

As of December 31, 2002, the Company sponsored 102 closed-end exchange-traded
funds that are actively managed. Of these funds, 97 funds invest exclusively in
municipal securities. Of the remaining five funds, one invests in senior loans,
one invests in real estate investment trusts ("REITs"), and three invest in
preferred securities. These funds do not continually offer to sell and redeem
their shares. Rather, daily liquidity is provided by the ability to trade the
shares of these funds on the New York or American Stock Exchanges, at prices
that may be above or below the shares' net asset values. The municipal
exchange-traded funds include insured and uninsured national and single-state
funds. Most of the municipal exchange-traded funds have a "leveraged" capital
structure through the issuance of both common and preferred stock offerings. The
dividends paid to preferred shareholders are based on short-term tax-free
interest rates, while the proceeds from the issuance of preferred shares are
invested by the funds in longer-term municipal securities which is designed to
generate additional dividend potential for the common shareholders based on
historical differences between short and long-term interest rates. The
exchange-trade funds that invest in senior loans, REITs and preferred
securities also have a leveraged capital structure. If the preferred stock
dividend rate were to exceed the net rate of return earned by a fund's
investment portfolio for an extended period, the exchange-traded fund's Board of
Directors may consider redeeming the outstanding preferred stock. In addition,
the Fund Board may consider converting a fund

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from its exchange-traded status into an open-end fund if the fund persistently
trades on the stock exchange at deep discounts to its net asset value per share.
Either of these situations may negatively affect total assets under management.
During 2002, we sponsored 21 new exchange-traded funds, issuing $4 billion in
common shares and $2 billion in preferred shares.

As of December 31, 2002, the Company offered 39 equity, balanced, senior loan
and municipal open-end mutual funds. These funds are actively managed and
continuously offer to sell their shares at prices based on the daily net asset
values of their portfolios. Daily redemption at net asset value is offered by 38
of the funds, with one (organized as a "interval" fund) offering quarterly
redemption. The investment objectives and asset mixes of the mutual funds vary;
however, most are managed with a view towards reduced risk and tax efficient
results for the investor.

Of the 39 funds noted above, the Company offers 30 national and state-specific
municipal mutual funds that invest substantially all of their assets in
diversified portfolios of limited-term, intermediate-term or long-term municipal
bonds. The Company offers 8 mutual funds that invest exclusively in U.S.
equities, international equities, or in portfolios combining equity with taxable
fixed-income or municipal securities. The Company also offers an interval fund
that invests in senior secured floating and adjustable rate loans made by
commercial banks, investment banks, finance companies and other lenders to
commercial and industrial borrowers.

The relative attractiveness of the Company's mutual funds and exchange-traded
funds to investors depends upon many factors, including current and expected
market conditions, the performance histories of the funds, their current yields
and the availability of viable alternatives, and the level of continued
participation by the unaffiliated, third party firms that distribute the
Company's funds to their customers.

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

Due to the non-strategic nature of our money market funds, the Company decided
to close all of the money market funds effective August 24, 2001.

ADVISORY FEES

The Company provides investment management services to funds, accounts and
portfolios pursuant to investment management agreements. With respect to managed
accounts, Rittenhouse, NAM, Symphony, and NWQ generally receive fees, on a
quarterly basis, based on the value of the assets managed on a particular date,
such as the first or last calendar day of a quarter, or on the average asset
value for the period. Symphony also receives incentive fees earned on certain
institutional accounts and hedge funds based on the performance of the accounts.
With respect to mutual funds and exchange-traded funds, the Company receives
fees based either on each fund's average daily net assets or on a combination of
the average daily net assets and gross interest income.

Pursuant to sub-advisory agreements with NIAC; Institutional Capital Corporation
("ICAP") and Columbus Circle Investors ("CCI") perform portfolio management
services on behalf of five of the equity mutual funds, Security Capital ("SC")
performs portfolio management services for our REIT exchange-traded fund and
Spectrum Asset Management ("SM") performs portfolio management services for the
three preferred securities exchange-traded funds.

5

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

MANAGED ASSETS - INVESTMENT ADVISORY FEES
(IN THOUSANDS)

The Company's advisory fee schedules currently provide for maximum annual fees
ranging from .45% to .60% in the case of the municipal mutual funds and .75% to
1.05% in the case of the equity and taxable income mutual funds. Maximum fees in
the case of the exchange-traded funds currently range from .35% to .90% of total
net assets, except with respect to the five limited-term portfolios. The
investment management agreements for the limited-term portfolios provide for
annual advisory fees ranging from .25% to .30%. Additionally, for the three
Dividend Advantage Municipal funds offered in 1999, the twenty Dividend
Advantage Municipal funds offered in 2001, the real estate (REIT-based) fund
offered in 2001, and eight Dividend Advantage Municipal funds offered in 2002
the investment management agreement specifies that for the first five years the
Company will waive management fees or reimburse other expenses in an amount
equal to .30% so that the total net management fees do not exceed .35% of total
fund net assets for the municipal funds (including preferred share assets) and
..60% of total fund net assets for the REIT fund. For the five Dividend Advantage
Municipal funds, five Insured Tax Free Advantage Municipal funds, and three
Quality Preferred Income funds offered in 2002 the management agreement
specifies that for the first five years the Company will waive management fees
or reimburse other expenses in an amount equal to .30% so that the total net
management fees do not exceed .33% of total fund net assets for the Dividend
Advantage and Insured Tax Free Advantage municipal funds (including preferred
share assets) and .58% of total fund net assets for the Quality Preferred Income
funds. In each case, the management fee schedules provide for reductions in the
fee rate at increased asset levels. For the separately managed accounts, fees
are negotiated and are based primarily on asset size, portfolio complexity and
individual needs. These fees can range from .15% to 1.00% of net asset value
annually.

The Company, through its Symphony subsidiary, earns performance fees for
performance above specifically defined benchmarks. These fees are recognized
only at the performance measurement date contained in the individual account
management agreement. The underlying measurement dates for approximately 87% of
investors' capital fall in the second half of the year.

The Company pays ICAP, CCI, SC, and SM a portfolio advisory fee for sub-advisory
services. The ICAP sub-advisory fee is based on the aggregate amount of average
daily net assets in the four funds they sub-advise. The CCI, SC and SM
sub-advisory fees are based on the aggregate amount of average daily net assets
in the funds they sub-advise. The fee schedules provide for rate declines when
specified asset levels are reached.

INVESTMENT MANAGEMENT AGREEMENTS

Each managed fund has entered into an investment management agreement with NAC
or NIAC (each, an "Adviser"). Although the specific terms of each agreement
vary, the basic terms are similar. Pursuant to the agreements, the Adviser

6

provides overall management services to each of the funds, subject to the
supervision of each fund's Board of Directors and in accordance with each fund's
investment objectives and policies. The investment management agreements are
approved initially by fund shareholders and their continuance must be approved
annually by the directors of the respective funds, including a majority of the
directors who are not "interested persons" of the Adviser, as defined in the
Investment Company Act of 1940. Amendments to such agreements typically must be
approved by fund shareholders. Each agreement may be terminated without penalty
by either party upon 60 days written notice, and terminates automatically upon
its assignment (as defined in the Investment Company Act of 1940). Such an
"assignment" will take place in the event of a change in control of the Adviser.
Under the Investment Company Act of 1940, a change in control of the Adviser
would be deemed to occur in the event of certain changes in the ownership of the
Company's voting stock. The termination of all or a portion of the investment
management agreements, for any reason, could have a material adverse effect on
the Company's business and results of operations.

Each fund bears all expenses associated with its operations, including the costs
associated with the issuance and redemption of securities, where applicable. The
fund does not bear compensation expenses of directors and officers of the fund
who are employed by the Company or its subsidiaries. Some of the Company's
investment management agreements provide that, to the extent certain enumerated
expenses exceed a specified percentage of a fund's or a portfolio's average net
assets for a given year, the Adviser will absorb such excess through a reduction
in the management fee and, if necessary, pay such expenses so that the
year-to-date net expense will not exceed the specified percentage. In addition,
the Company may voluntarily waive all or a portion of its advisory fee from a
fund, and/or reimburse expenses, for competitive reasons. Reimbursed expenses
for mutual funds, including voluntary waivers, totaled $1.0 million during the
year ended December 31, 2002. The Company expects to continue voluntary waivers
at its discretion. The amount of such waivers may be more or less than
historical amounts.

Services provided by Rittenhouse, NAM, Symphony, and NWQ to each of the
individual accounts are also governed by management contracts, which are
customized to suit a particular account. A majority of these contracts and of
Rittenhouse's, NAM's and NWQ's assets under management involve investment
management services provided to clients who are participants in "wrap-fee"
programs sponsored by unaffiliated investment advisers or broker/dealers. Such
agreements, and the other investment agreements to which Rittenhouse, NWQ and
NAM are parties, generally provide that they are terminable without penalty upon
written notice by either party within any specified period. Under the provisions
of the Investment Advisers Act of 1940 such investment management agreements may
not be assigned to another manager without the client's consent. The term
"assignment" is broadly defined under this Act to include any direct or indirect
transfer of the contract or of a controlling block of the adviser's stock by a
security holder.

OVERVIEW OF DISTRIBUTION AND RELATIONSHIPS WITH DISTRIBUTORS

The Company distributes its investment products and services, including
separately managed accounts, exchange-traded funds and mutual funds, through
registered representatives associated with unaffiliated national and regional
broker/dealers, commercial banks and thrifts, broker/dealer affiliates of
insurance agencies and independent insurance dealers, financial planners,
accountants, and tax consultants (retail distribution firms) and through
unaffiliated consultants serving the institutional market. The Company also
provides investment products and services directly to institutional markets. The
Company's distribution strategy is to maximize the liquidity and distribution
potential of its investment products by maintaining strong relationships with a
broad array of registered representatives. The Company has well-established
relationships with registered representatives in retail distribution firms
throughout the country. These registered representatives participate to varying
degrees in the Company's marketing programs, depending upon: their interests in
distributing investments provided by the Company; their perceptions of the
relative attractiveness of the Company's managed funds and accounts; the
profiles of their customers and their clients' needs; and the conditions
prevalent in financial markets. Registered representatives may reduce or
eliminate their involvement in marketing the Company's products at any time, or
may elect to emphasize the investment products of competing sponsors, or the
proprietary products of their own firms. Registered representatives may receive
compensation incentives to sell their firm's investment products or may choose
to recommend to their customers investment products sponsored by firms other
than the Company. This decision may be based on such considerations as
investment performance, types and amount of distribution compensation, sales
assistance and administrative service payments and level and quality of customer
service. In addition, a registered representative's ability to distribute the
Company's mutual funds is subject to the continuation of a selling agreement
between the firm with which the representative is affiliated and the Company. A
selling agreement does not obligate the retail distribution firm to sell any
specific amount of products and is typically terminable by either party upon 60
days notice. Redeemable managed assets (consisting of managed accounts and
open-end mutual funds) held in accounts at Merrill Lynch produced 12% of
consolidated operating revenue in 2002, the largest percentage of any of our
distribution firms.

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

DISTRIBUTION REVENUE

As part of the Company's asset management business, the Company earns revenue
upon the distribution of the Company's mutual funds and upon the public offering
of new closed-end exchange-traded funds. The Company does not earn distribution
revenue upon the establishment of individual or institutional managed accounts.

Common shares of the exchange-traded funds are initially sold to the public in
offerings that are underwritten by a syndication group, including the Company,
through our Nuveen Investments, LLC broker/dealer. Underwriting fees earned are
dependent upon our level of participation in the syndicate. During the year
ended December 31, 2002, there were 21 new offerings issued.

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

Class A shares may be purchased at a price equal to the fund's net asset value
plus an up-front sales charge ranging from 2.5% of the public offering price for
limited-term municipal funds to 5.75% for equity funds. At the maximum sales
charge level, approximately 90% to 95% of the sales charge is typically
reallowed as concessions to retail distribution firms. From time to time, the
Company may reallow all of the sales charge to retail distribution firms or
waive the sales charge and advance a sales commission to such firms in
connection with marketing programs or special promotions. Additionally,
purchases of Class A shares which equal or exceed $1 million may be made without
an up-front sales charge, but are subject to a Contingent Deferred Sales Charge
("CDSC") ranging from .50% to 1% for shares redeemed within 18 months. In order
to compensate retail distribution firms for Class A share sales which are $1
million or greater, the Company advances a sales commission ranging from .50% to
1% at the time of sale. Class A shares are also subject to an annual Rule 12b-1
service fee of between .20% and .25% of assets, which is used to compensate
securities dealers for providing ongoing financial advice and other services to
investors. Class B shares may be purchased at a price equal to the fund's net
asset value without an up-front sales charge. Class B shares are subject to an
annual Rule 12b-1 distribution fee of .75% of assets to compensate the Company
for costs incurred in connection with the sale of such shares, an annual Rule
12b-1 service fee of between .20% and .25% of assets for the ongoing services of
securities dealers and a CDSC, which declines from 5% to 1%, for shares redeemed
within a period of 5 or 6 years. The Company compensates retail distribution
firms for sales of Class B shares at the time of sale at the rate of 4% of the
amount of Class B shares sold, which represents a sales commission plus an
advance of the first year's annual Rule 12b-1 service fee. Class B shares
convert to Class A shares after they are held for eight years.

Class C shares may be purchased without an up-front sales charge at a price
equal to the fund's net asset value. However, these shares are subject to an
annual Rule 12b-1 distribution fee of .35% to .75% of assets designed to
compensate securities dealers over time for the sale of the fund shares, an
annual Rule 12b-1 service fee of between .20% and .25% of assets used to
compensate securities dealers for providing continuing financial advice and
other services and a 1% CDSC for shares redeemed within 12 months of purchase.
In addition, the Company advances a 1% sales commission to retail distribution
firms at the time of sale and in return, receives the first year's Rule 12b-1
distribution fee and Rule 12b-1 service fee.

Class R shares are available for purchase at a price equal to the fund's net
asset value with no ongoing fees or CDSCs. These shares are available primarily
to clients of fee-based advisers, wrap programs and others under certain limited
circumstances.

The markets for mutual funds are highly competitive, with many participating
sponsors. Based upon the information available, the Company believes that it
held less than a 5% share of the market with respect to net sales of mutual
funds and money market funds in each of the last three years.

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DEFINED PORTFOLIOS

OVERVIEW

Prior to discontinuing this business in the first quarter of 2002, the Company
was a major sponsor of defined portfolios (unit investment trusts). Each defined
portfolio consists of a fixed portfolio of securities selected and purchased by
the sponsor and deposited in a trust. The trustee of the portfolio is not
affiliated with the Company. Units of undivided beneficial interests in the
portfolio are sold to investors at a price equal to the per unit market price of
the securities deposited in the trust plus a sales charge. Defined portfolios
are not actively managed after the initial deposit. New securities are not added
to municipal defined portfolios after the date of deposit, and may be exchanged
or substituted only under extremely limited circumstances. Securities from the
portfolios can only be sold pursuant to the Company's monitoring program or for
the purpose of raising cash to pay for units that have been redeemed. The
proceeds of any security sales must be distributed to unit holders.

Although the Company no longer creates and distributes new defined portfolios,
accepts deposits into existing portfolios or maintains a secondary market for
sponsored portfolios, it still continues to maintain and administer previously
distributed defined portfolios. At December 31, 2002, the Company had 2,089
municipal trusts outstanding with an aggregate market value of $5.5 billion and
141 equity and taxable fixed-income trusts outstanding with an aggregate market
value of $.8 billion.

DEFINED PORTFOLIO DISTRIBUTION REVENUE

Units of the Company's defined portfolios were sold to the public through
financial advisors. For these sales, the Company earned a sales charge based on
the public offering price of the units sold. The Company's distribution revenues
include the sales charge, less an applicable concession to the distributor firm
through which the units were placed. For certain equity trusts, the Company
received a deferred sales charge over a period of months following the initial
sale date.

The typical sales charge for defined portfolios ranged from 3.30% to 5.95% of
the public offering price (3.41% to 6.33% of the net amount invested), with
reduced sales charges at various sales breakpoints. At the maximum sales charge
level, the dealer concession ranged from 2.10% to 4.63% of the amount invested.

The Company maintained a secondary market for some of the defined portfolios it
sponsored. For transactions in the secondary market, the Company earned a sales
charge less a concession reallowed to dealers. The Company, like any other
unitholder, could also tender units it held to the defined portfolio trustee for
redemption at their redemption value. The sales charges for fixed income defined
portfolios in the secondary market were established based on the number of years
remaining to maturity.

The following table shows the Company's defined portfolio distribution revenues
during each of the last three years:

DEFINED PORTFOLIO DISTRIBUTION REVENUES
(IN THOUSANDS)

Prior to its exit of the defined portfolio business, the Company regularly
purchased and held for resale municipal securities and defined portfolio units.
Inventory positions were recorded at market value and unrealized gains and
losses were reported in the Company's operating results. The level of inventory
maintained by the Company fluctuated daily and was dependent upon the need to
maintain municipal inventory for future defined portfolios, and the need to
maintain defined portfolio inventory to support ongoing sales.

9

The market value of the Company's inventory at December 31 for each of the last
three years and the average daily inventory balances outstanding during each
year are set forth below:

INVENTORY
(IN THOUSANDS)

The Company also realized profits or incurred losses when the market price of
securities deposited in a trust exceeded or was less than the original cost of
the securities. After the date of deposit, the Company was the holder of all
units of the particular trust series and realized profit or incurred loss
depending on whether the public offering price increased or decreased before the
units were sold. The Company attempted to manage its exposure to interest rate
fluctuations on the securities held for deposit and on defined portfolio
inventory by, among other practices, coordinating inventory levels to the rate
of sale of various types of trusts and hedging through the use of futures
contracts.

The market for the sale of defined portfolios is relatively concentrated, with
only a few sponsors accounting for a majority of total sales. Due to the
discontinuation of this business, the Company no longer continues to occupy a
substantial share of either the municipal or equity defined portfolio market.

GENERAL BUSINESS DISCUSSIONS

ADVERTISING AND PROMOTION

The Company provides individual registered representatives with daily prices,
weekly, monthly and quarterly sales bulletins, monthly product statistical and
performance updates, product education programs, product training seminars, and
promotional programs coordinated with its advertising campaigns. In addition,
the Company regularly coordinates its marketing and promotional efforts with
individual registered representatives. The Company also augments its marketing
efforts through magazine, newspaper and television advertising, targeted direct
mail and telemarketing sales programs and sponsorship of certain sports and
civic activities.

EMPLOYEES

At December 31, 2002, the Company had 614 full-time employees. Employees are
compensated with a combination of salary, cash bonus and fringe benefits. In
addition, the Company has sought to retain its key and senior employees through
competitive compensation arrangements, which include equity-based incentive
awards. The Company considers its relations with its employees to be good.

COMPETITION

The Company is subject to substantial competition in all aspects of its
business. The registered representatives that distribute the Company's
investment products also distribute numerous competing products, often including
products sponsored by the retail distribution firms where they are employed.
There are relatively few barriers to entry for new investment management firms.
The Company's managed account business is also subject to substantial
competition from other investment management firms seeking to be approved as
managers in the various "wrap-fee" programs. The sponsor firms have a limited
number of approved managers at the highest and most attractive levels of their
programs and closely monitor the investment performance of such firms on an
on-going basis as they evaluate which firms are eligible for continued
participation in these programs. The Company is also subject to competition in
obtaining the commitment of underwriters to underwrite its exchange-traded fund
offerings. To the extent the increased competition

10

for underwriting and distribution causes higher distribution costs, the
Company's net revenue and earnings will be reduced. Investment products are sold
to the public by broker/dealers, banks, insurance companies and others, and many
competing investment product sponsors offer a broader array of investment
products. Many of these institutions have substantially greater resources than
the Company. In addition, continuing consolidation in the financial services
industry and the prolonged slump in equity market performance are altering the
landscape in which the Company's distributors compete and the economics of many
of the products they offer. The effect that these continuing changes in the
brokerage and investment management industries will have on the Company and its
competitors cannot be predicted. The Company competes with other providers of
products primarily on the basis of the range of products offered, the investment
performance of such products, quality of service, fees charged, the level and
type of broker compensation, the manner in which such products are marketed and
distributed, and the services provided to registered representatives and
investors.

REGULATORY

Nuveen Investments, LLC is registered as a broker/dealer under the Securities
Exchange Act of 1934 and is subject to regulation by the Securities and Exchange
Commission (the "Commission"), the NASD Regulation, Inc. and other federal and
state agencies and self-regulatory organizations. Nuveen Investments, LLC is
subject to the Commission's Uniform Net Capital Rule, designed to enforce
minimum standards regarding the general financial condition and liquidity of a
broker/dealer. Under certain circumstances, this rule may limit the ability of
the Company to make withdrawals of capital and receive dividends from Nuveen
Investments, LLC. Nuveen Investments, LLC's regulatory net capital has
consistently exceeded such minimum net capital requirements. At December 31,
2002, Nuveen Investments, LLC had aggregate net capital, as defined, of
approximately $19.0 million, which exceeded the regulatory minimum by
approximately $17.3 million. The securities industry is one of the most highly
regulated in the United States, and failure to comply with related laws and
regulations can result in the revocation of broker/dealer licenses, the
imposition of censures or fines, and the suspension or expulsion of a firm
and/or its employees from the securities business.

Each of our investment adviser subsidiaries is registered with the Commission
under the Investment Advisers Act of 1940. Each fund and defined portfolio is
registered with the Commission under the Investment Company Act. Each national
fund is qualified for sale (or not required to be so qualified) in all states in
the United States and the District of Columbia. Each single-state fund is
qualified for sale (or not required to be so qualified) in the state for which
it is named and other designated states. Virtually all aspects of the Company's
investment management business are subject to various federal and state laws and
regulations. These laws and regulations are primarily intended to benefit the
investment product holder and generally grant supervisory agencies and bodies
broad administrative powers, including the power to limit or restrict the
Company from carrying on its investment management business in the event that it
fails to comply with such laws and regulations. In such event, the possible
sanctions, which may be imposed, include the suspension of individual employees,
limitations on the Company's engaging in the investment management business for
specified periods of time, the revocation of the Advisers' registrations as
investment advisers or other censures and fines.

The Company's officers, directors, and employees may, from time to time, own
securities which are also held by one or more of the funds. The Company's
internal policies with respect to individual investments require prior clearance
of all transactions in securities of the Company and other restrictions are
imposed with respect to transactions in the Company's exchange-traded fund
securities and in securities being considered for purchase or sale on behalf of
funds. These restrictions are based on the position of the employee and his or
her access to or participation in the investment process of the adviser. The
Company also requires employees to report all securities transactions, and
restrict certain transactions so as to avoid the possibility of conflicts of
interest. Additionally, employees of Rittenhouse, Symphony and NWQ are subject
to their own internal policies with respect to the pre-clearance of the purchase
or sale of securities held in investor accounts.

FORWARD-LOOKING INFORMATION

From time to time, information we provide or information included in our filings
with the SEC (including this report on Form 10-K) may contain statements that
are not historical facts, but are forward-looking statements reflecting
management's expectations and opinions. Our actual future results may differ
significantly from those anticipated in any forward-looking statements due to
numerous factors. These include, but are not limited to, the effects of the
substantial competition that we, like all market participants, face in the
investment management business, including competition for continued access to
the brokerage firms' retail distribution systems and "wrap fee" managed account
programs, our reliance on revenues from investment management contracts which
are subject to annual renewal by the

11

independent board of trustees overseeing the related funds according to their
terms, burdensome regulatory developments, recent accounting pronouncements, and
unforeseen developments in litigation. We undertake no responsibility to update
publicly or revise any forward-looking statements.

AVAILABLE INFORMATION

The Company's website is www.nuveen.com. The Company makes available free of
charge through its internet site, via a link to a third party provider, its
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, Forms 3, 4 and 5 filed on behalf of directors and executive officers,
and any amendments to these reports filed or furnished pursuant to the
Securities Exchange Act of 1934 as soon as reasonably practicable after such
material is electronically filed with or furnished to the Securities and
Exchange Commission.

ITEM 2. PROPERTIES

The Company, headquartered in Chicago, has offices in New York, NY, Irvine, CA,
Los Angeles, CA, San Francisco, CA and Radnor, PA and has sales representatives
located nationally. The Company leases approximately 273,000 square feet of
office space across the country. Management believes that the Company's
facilities are adequate to serve its currently anticipated business needs. The
Company has also used, registered, and/or applied to register certain service
marks to distinguish our investment products and services from our competitors
in the U.S. and in foreign countries and jurisdictions. We enforce our service
marks and other intellectual property rights in the U.S. and abroad.

ITEM 3. LEGAL PROCEEDINGS

As previously reported in the Company's Form 10-K for 2001 and most recently in
the Form 10-Q for September 30, 2002, a lawsuit (Civil Action No. 97 C 5255)
brought in June, 1996 by certain fund shareholders in federal district court for
the Northern District of Illinois against Nuveen Advisory, six Nuveen investment
companies and other Nuveen affiliates was dismissed with prejudice by the
federal district court in September of 2001 and such dismissal was affirmed by
the 7th Circuit Court of Appeals in July of 2002. The plaintiffs then filed a
petition for certiorari with the U.S. Supreme Court which was denied by the
Supreme Court in December of 2002. No further appeal of this matter is now
possible and no future reports will be made regarding this case.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during the quarter ended
December 31, 2002.

EXECUTIVE OFFICERS OF THE REGISTRANT

The names, ages and positions of the executive officers of the Company as of
December 31, 2002, are set forth below. Executive officers of the Company serve
at the discretion of the Board of Directors. Unless otherwise indicated in the
following descriptions, each of the following executive officers and other key
officers have held his or her current position with the Company or its
predecessor for more than the past five years.

All executive officers of the Company serve at the pleasure of the Company's
board of directors. There are no family relationships between any of the
Registrant's executive officers, key officers and directors, and there are no
arrangements or understandings between any of these executive officers and any
other persons pursuant to which the executive officer was appointed. Each of Mr.
Schwertfeger and Mr. Amboian is party to an employment agreement with the
Company for a three-year term ending October 31, 2005, subject to automatic
one-year extensions if the executive remains employed by the Company.

12

Mr. Schwertfeger has been Chairman and Chief Executive of the Company and its
various subsidiaries since 1996. He also served as Chairman of the Nuveen Funds
and as a Director of Institutional Capital Corporation for the same period.
Mr. Amboian has been President of the Company and its various subsidiaries since
May 1999. Prior thereto, he served as Executive Vice President of the Company
and its various subsidiaries since June 1995.

Mr. Williamson has been Group President, Managed Assets since joining Nuveen
Investments in August 2000. Prior thereto, Mr. Williamson served as Director of
Sales and Marketing for Merrill Lynch Client Advisory Services since August
1998. Prior thereto, he was a Managing Director.

Mr. Adams has been Executive Vice President, Structured Investments since
December 1999. Prior thereto, Mr. Adams was Vice President and Manager of Nuveen
Exchange-Traded Funds and Defined Portfolios effective September 1997 and Vice
President and Manager, Corporate Marketing and Financial Institution Group
effective August 1994.

Mr. Berkshire has been Senior Vice President and General Counsel of the Company
since April 1999 and Secretary of Company since May 1998. He joined Nuveen
Investments in September 1997 as Vice President and General Counsel. Prior
thereto he was a Partner at the law firm of Kirkland & Ellis since October 1992.

Mrs. Wilson has been Senior Vice President, Finance since April of 1999. She
joined Nuveen Investments as Vice President and Controller in February 1998.
Prior thereto, Mrs. Wilson was Chief Financial Officer at Sara Lee Bakery, a
division of Sara Lee Corporation, from November 1996 until February 1998 and a
Controller with Kraft Foods from September 1991 until November 1996.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

At December 31, 2002, there were approximately 4,200 shareholders of record of
the Company's Class A common stock. Other information required by this item is
contained in footnote 14 on page 31 of the Registrant's 2002 Annual Report to
Shareholders (the "2002 Annual Report") and is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

The "Five Year Financial Summary" section on page 32 of the 2002 Annual Report
is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The "Management's Discussion and Analysis of Financial Condition and Results of
Operations" section on pages 7 through 13 of the 2002 Annual Report is
incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The "Market Risk" section on page 13 of the 2002 Annual Report is incorporated
herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data on pages 14 through 31 of the
2002 Annual Report are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

13

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The "Nominees for Directors" subsection and the "Nominees for Class B Directors"
subsection in the "Election of Directors" section on pages 6 and 7 of the
2003 Proxy Statement and the "Section 16(a) Beneficial Ownership Reporting
Compliance" section on page 5 of the 2003 Proxy Statement, are incorporated
herein by reference. Information regarding the Registrant's executive officers
is included in Part I of this report.

ITEM 11. EXECUTIVE COMPENSATION

The "Executive Compensation", "Retirement Plans" and "Employment Agreements"
sections on pages 11 through 16, and the "Compensation of Directors" subsection
in the "Election of Directors" section on pages 9 and 10 of the 2003 Proxy
Statement are incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The "Beneficial Ownership of the Company's Common Stock" section on pages 2
through 5 of the 2003 Proxy Statement is incorporated herein by reference.

The following table sets forth certain information about equity compensation
plans that have been approved by security holders. The Company has no such plans
that have not been approved by security holders.

EQUITY COMPENSATION PLAN INFORMATION

(1) Consists of 15,873,434 shares of Class A Common Stock, which may be
issued upon the exercise of outstanding options and 462,500 shares
underlying grants of restricted stock, the receipt of which has been
deferred beyond the expiration of the restrictive period. Excludes
145,542 shares of restricted stock which have been issued, but have not
been delivered to the recipient because the restrictive period has not
yet expired.

(2) Consists of 4,038,000 shares available for issuance as options. Of
these shares, 2,645,000 are also available for issuance as restricted
stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The "Certain Relationships and Related Transactions" on page 23 of the 2003
Proxy Statement is incorporated herein by reference.

ITEM 14. CONTROLS AND PROCEDURES

Within 90 days prior to the filing of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chairman and Chief Executive Officer,
President, and Senior Vice President, Finance, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Company's

14

Chairman and Chief Executive Officer, President, and Senior Vice President,
Finance concluded that the Company's disclosure controls and procedures are
effective in timely alerting them to material information relating to the
Company (including its consolidated subsidiaries) required to be included in the
Company's periodic SEC filings. There have been no significant changes in the
Company's internal controls or in other factors that could significantly affect
internal controls subsequent to the date the Company carried out its evaluation
in connection with the preparation of this report.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) FILED DOCUMENTS. The following documents are filed as part of this report:

1. Financial Statements:

----------

* Incorporated by reference to the 2002 Annual Report, which, except as
specifically incorporated by reference in this Form 10-K, shall not be
deemed to be filed with the Commission.

2. Financial Statement Schedules: None

All schedules are omitted because they are not required, are not
applicable or the information is otherwise shown in the financial
statements or notes thereto.

3. Exhibits:

See Exhibit Index on pages E-1 through E-6 hereof.

The management contracts and compensatory plans and arrangements have
been filed as Exhibits and are identified as such in the Exhibit Index
which follows.

(b) REPORTS ON FORM 8-K.

Form 8-K filed on August 14, 2002 with the Securities Exchange Commission,
reporting under Item 5 "Other Events" the acquisition of NWQ Investment
Management Company, Inc. Amendment No. 1 to this Form 8-K was filed on
October 15, 2002 including under Item 7 "Financial Statements and Exhibits"
the following:

1. Pro Forma Financial Information

a. Unaudited Pro Forma Condensed Financial Statements of Nuveen
Investments, Inc.

(i) Consolidated Statement of Income for the Year Ended December
31, 2001

(ii) Consolidated Statement of Income for the Six Month Period
Ended June 30, 2002

(iii) Notes to Consolidated Statements of Income

(iv) Consolidated Balance Sheet as of June 30, 2002

(v) Notes to Consolidated Balance Sheet

2. Interim Financial Statements

15

a. Unaudited Condensed Financial Statements of NWQ Investment Management
Company (A Wholly Owned Subsidiary of Old Mutual Asset Managers (US)
LLC)

(i) Balance Sheet as of June 30, 2002

(ii) Statement of Income for the Six Month Period Ended June 30, 2002

(iii) Statement of Cash Flows for the Six Month Period Ended June
30, 2002

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on March 27, 2003.

NUVEEN INVESTMENTS, INC

By: /s/ Margaret E. Wilson
------------------------------------------

Margaret E. Wilson
Senior Vice President, Finance
Principal Financial and Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on March 27, 2003.

16

CERTIFICATIONS

I, Timothy R. Schwertfeger, certify that:

1. I have reviewed this annual report on Form 10-K of Nuveen
Investments, Inc.;

2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 27, 2003

/s/ Timothy R. Schwertfeger
------------------------------------
Name: Timothy R. Schwertfeger
Title: Chief Executive Officer

17

I, John P. Amboian, certify that:

1. I have reviewed this annual report on Form 10-K of Nuveen
Investments, Inc.;

2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 27, 2003

/s/ John P. Amboian
------------------------------------
Name: John P. Amboian
Title: President

18

I, Margaret E. Wilson, certify that:

1. I have reviewed this annual report on Form 10-K of Nuveen
Investments, Inc.;

2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 27, 2003

/s/ Margaret E. Wilson
------------------------------------
Name: Margaret E. Wilson
Title: Senior Vice President, Finance

19

EXHIBIT INDEX
to
ANNUAL REPORT ON FORM 10-K
for the
FISCAL YEAR ENDED DECEMBER 31, 2002

Copies of the documents listed below which are identified with an asterisk (*)
have heretofore been filed with the Commission as exhibits to registration
statements or reports filed with the Commission and are incorporated herein by
reference and made a part hereof; the exhibit number and location of each
document so filed and incorporated herein by reference are set forth opposite
each such exhibit. Exhibits not so identified are filed herewith.

E-1

E-2

E-3

E-4

E-5

* Previously filed; incorporated herein by reference.

+ Management contracts and compensatory plans and arrangements.

E-6