UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2010

NUVEEN INVESTMENTS, INC.

(Exact name of registrant as specified in its charter)

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

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

(312) 917-7700

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

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

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

Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition.

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

While Nuveen Investments is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act, we are required to file, pursuant to the terms of our outstanding 10.5% Senior Notes due 2015, a copy of substantially the same quarterly financial information that would be required to be contained in a filing by us with the Securities and Exchange Commission on Form 10-Q, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In order to satisfy our contractual obligations under the notes, we are publishing our unaudited consolidated balance sheets as of September 30, 2010 and December 31, 2009, unaudited consolidated statements of income for the three-month and nine-month periods ended September 30, 2010 and 2009, unaudited consolidated statement of changes in shareholders’ equity for the nine-month period ended September 30, 2010, and unaudited consolidated statements of cash flows for the nine-month periods ended September 30, 2010 and 2009 (collectively, the “Consolidated Financial Statements”) via this Report on Form 8-K. The Consolidated Financial Statements and notes thereto are attached hereto as Exhibit 99.1.

In addition, set forth below is our Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and nine-month periods ended September 30, 2010 and 2009, which should be read in conjunction with the Consolidated Financial Statements and related notes, as well as a discussion of Quantitative and Qualitative Disclosures About Market Risks.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with the Consolidated Financial Statements filed with this Form 8-K as Exhibit 99.1, including the notes thereto. The statements in this discussion and analysis regarding industry outlook, our expectations regarding our future performance and our liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. See “Forward-Looking Information and Risks” below. Our actual results may differ materially from those contained in or implied in any forward-looking statements due to numerous risks and uncertainties, including, but not limited to, the risk and uncertainties described in “Forward-Looking Information and Risks” below.

Description of the Business

The principal businesses of Nuveen Investments are investment management and related research, as well as the development, marketing and distribution of investment products and services for the high-net-worth and institutional market segments. We distribute our investment products and services, which include managed accounts, closed-end exchange-traded funds (“closed-end funds”), and open-end mutual funds (“open-end funds” or “mutual funds”) primarily to high-net-worth and institutional investors through intermediary firms, including broker-dealers, commercial banks, private banks, affiliates of insurance providers, financial planners, accountants, consultants and investment advisors.

We derive a substantial portion of our revenue from investment advisory fees, which are recognized as services are performed. These fees are directly related to the market value of the assets we manage. Advisory fee revenue generally will increase with a rise in the level of assets under management. Assets

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

In addition to investment advisory fees, we have two other main sources of operating revenue: performance fees and distribution and underwriting revenue. Performance fees are earned when investment performance on certain institutional accounts and hedge funds exceeds a contractual threshold. These fees are recognized only at the performance measurement date contained in the individual account management agreement. Distribution revenue is earned when certain funds are sold to the public through financial advisors. Generally, distribution revenue will rise and fall with the level of our sales of mutual fund products. Underwriting fees are earned on the initial public offerings of our closed-end funds. The level of underwriting fees earned in any given year will fluctuate depending on the number of new funds offered, the size of the funds offered and the extent to which we participate as a member of the syndicate group underwriting the fund. Also included in distribution and underwriting revenue is revenue relating to our MuniPreferred^® and FundPreferred^®. These are types of auction rate preferred stock (“ARPS”) issued by our closed-end funds, shares of which have historically been bought and sold through a secondary market auction process. A participation fee has been paid by the fund to the auction participants based on shares traded. Access to the auction must be made through a participating broker. We have offered non-participating brokers access to the auctions, for which we earned a portion of the participation fee. Beginning in mid-February 2008, the auctions for our ARPS, for the ARPS issued by other closed-end funds and other auction rate securities began to fail on a widespread basis and have continued to fail. As we have described in several public announcements, we and the Nuveen closed-end funds have been working on various forms of debt and equity financing to redeem all of the approximately $15.4 billion of ARPS issued by our closed-end funds. As of September 30, 2010, the Nuveen funds have completed the redemption of approximately $9.9 billion of ARPS issued by them. As we have also previously disclosed in April 2010, 26 of the 101 Nuveen leveraged closed end funds that had ARPS outstanding when the auctions began to fail in February 2008 received demand letters from a law firm representing common shareholders of such funds. These demand letters alleged that the funds’ advisor, Nuveen Asset Management, and the funds’ officers and Board of Directors breached their fiduciary duties in connection with the redemption at par of the funds’ ARPS. The funds’ independent board of directors evaluated the demand letters and determined that it was not in the best interests of the funds or its shareholders to take the actions suggested in the demand letters. The law firm that made the demand subsequently brought suits against Nuveen Investments, Nuveen Asset Management and specific individuals making allegations similar to those in the demand letters. In addition, the law firm has sent demand letters and may file lawsuits on behalf of common shareholders of 7 additional closed end funds. That law firm has also filed a motion for a preliminary injunction to stop further redemptions of ARPS by the Nuveen funds. We believe that the lawsuit is without merit and we will vigorously defend against the lawsuit and the motion. If the Nuveen funds are unable to redeem their remaining outstanding ARPS, we do not expect this failure to have a direct adverse impact on the financial position, operating results or liquidity of Nuveen Investments because ARPS are obligations of the Nuveen funds and neither Nuveen Investments nor the Nuveen funds are contractually obligated to redeem, or provide liquidity to redeem, ARPS. However, Nuveen Investments continues to believe that the refinancings have been and continue to be in the best interests of the funds’ common and preferred shareholders. The Nuveen funds are continuing to redeem ARPS. Any future redemptions of ARPS and certain related financings may result in lower advisory fees. We also expect distribution and underwriting revenue relating to ARPS to continue to decrease.

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

Acquisition of the Company

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

Recent Events

Strategic Combination with FAF Advisors

On July 29, 2010, we entered into an agreement with U.S. Bancorp to acquire U.S. Bancorp’s long-term asset business, FAF Advisors, in exchange for a 9.5% stake in the parent company of Nuveen Investments and cash consideration. FAF Advisors manages approximately $27 billion of long-term assets and serves as the advisor of the First American Funds. FAF Advisors’ long-term asset business will be combined with Nuveen Asset Management. The transaction is expected to close at the end of this year, subject to customary conditions.

Recent Accounting Pronouncements

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

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

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

As we did not elect to apply the provisions of ASC Topic 810 for VIEs retrospectively, our financial statements as of September 30, 2010 and for the three-month and nine-month periods ended September 30, 2010 include nine newly consolidated entities which are not included in our consolidated balance sheet as of December 31, 2009, nor in our consolidated statements of income for the three-month and nine-month periods ended September 30, 2009. (See Note 2, “Consolidated Variable Interest Entities,” to our Consolidated Financial Statements attached hereto as Exhibit 99.1 for additional information, including basis of assets and liabilities for newly consolidated entities).

Summary of Operating Results

The table presented below highlights the results of our operations for the three-month and nine-month periods ended September 30, 2010 and 2009:

Financial Results Summary
Company Operating Statistics
(dollars in millions)

				Three Months Ended September 30,							Nine Months Ended September 30,
				2010		2009		% Change			2010		2009		% Change
	Gross sales of investment products			$8,177		$6,450		27%			$27,373		$18,424		49%
	Net flows of investment products			2,460		(725)		+++			10,257		(1,735)		+++
	Assets under management(1)			162,847		140,979		16			162,847		140,979		16
	Operating revenues			187.3		161.6		16			548.4		457.7		20
	Operating expenses			137.2		126.5		9			414.2		348.5		19
	Other income/(expense)			7.3		(5.0)		+++			21.2		(2.3)		+++
	Other income/(expense) – VIEs			52.4		22.1		+++			(34.1)		93.8		+++
	Net interest (expense)			(79.1)		(82.1)		(4)			(235.6)		(219.2)		8
	Net interest income – VIEs			21.6		7.9		+++			73.0		19.4		+++
	Income tax expense/(benefit)			(7.5)		(19.0)		+++			(27.0)		(34.0)		(16)
	Noncontrolling interest net income/(loss)			65.3		0.4		+++			26.9		1.1		+++
	Net income/(loss) attributable to Nuveen			(5.6)		(3.4)		+++			(41.2)		33.7		+++

(1) At period end.

Results of Operations

The following discussion and analysis contains important information that should be helpful in evaluating our results of operations and financial condition, and should be read in conjunction with the Consolidated Financial Statements and related notes attached hereto as Exhibit 99.1.

Gross sales of investment products (which include new managed accounts, deposits into existing managed accounts and the sale of open-end and closed-end fund shares) for the three-month and nine-month periods ended September 30, 2010 and 2009 are shown below:

For the three-month period ended September 30, 2010, gross sales increased $1.7 billion, or 27%, versus sales in the same period of the prior year. In the third quarter of 2010, we completed the initial public offering of the Nuveen Diversified Commodity Fund, raising over $200 million in assets with this closed-end fund offering. Institutional account sales increased $2.0 billion, or 111%, versus sales in the third quarter of 2009. Higher institutional account sales were primarily driven by a $1.6 billion increase in growth account sales and a $0.4 billion increase in international/global value account sales. Partially offsetting the increase in institutional account sales were lower retail managed account sales. Retail managed account sales declined $0.3 billion, or 15%, for the period. With the exception of our growth style accounts, retail managed account sales declined across all investment styles.

For the nine-month period ended September 30, 2010, gross sales increased $8.9 billion, or 49%, versus sales in the same period of the prior year. Institutional managed account sales, which increased $8.4 billion, or 159%, accounted for the majority of the increase. Of this increase, $3.1 billion was due to a new agreement with State Street Global Advisors (“SSgA”). Effective April 1, 2010, Nuveen became a sub-advisor for passively managed municipal bond SPDR exchange traded funds (“ETFs”) (SPDR funds are shares of a family of exchange-traded funds traded in the United States and managed by SSgA; SPDR is an acronym for Standard & Poor’s Depository Receipt) along with other municipal bond strategies managed by SSgA. The remainder of the increase in institutional account sales was driven by $3.6 billion of higher growth account sales and $1.5 billion of higher international/global account sales. For the nine month period ended September 30, 2010, mutual fund gross sales increased $1.2 billion, or 21%, driven largely by higher municipal and international/global value fund sales compared to the same period of the prior year. Year-to-date, we raised $1.2 billion through the initial public offering of three closed-end funds, $0.6 billion of which was the result of our successful second quarter Nuveen Build America Bond Fund offering. This compares favorably to the same period of the prior year where we raised $0.6 billion through the issuance of six municipal closed-end funds. Partially offsetting these increases were lower retail managed account gross sales of $1.2 billion, a decline of 18% over the prior period.

Net flows of investment products for the three-month and nine-month periods ended September 30, 2010 and 2009 are shown below:

For the three-month period ended September 30, 2010, we experienced $2.5 billion of net inflows, an increase of $3.2 billion versus outflows of $0.7 billion in the same quarter of the prior year. Institutional managed account net inflows were $1.5 billion for the quarter, versus outflows of $2.2 billion in the third quarter of 2009. Institutional outflows in the third quarter of the prior year were driven almost entirely by the loss of one large institutional account, which accounted for $2.2 billion in redemptions during the period. The institutional managed account net inflows for the current year were driven by continued strong flows into both our growth and international/global value style accounts. Closed-end funds experienced $0.2 billion of net inflows as a result of the Diversified Commodity Fund initial public offering. Although declining slightly versus the same period of the prior year, mutual fund net flows

continue to be strong. Mutual fund flows for the third quarter were $1.1 billion with $0.8 billion of flows into municipal funds and $0.2 billion into international/global value funds. Partially offsetting inflows on all other products, retail managed accounts experienced $0.3 billion of net outflows for the quarter.

For the nine-month period ended September 30, 2010, we experienced $10.3 billion of net inflows, a $12.0 billion improvement versus the same period of the prior year. This improvement was seen across all product types, but most notably in institutional managed accounts. Of the $6.8 billion in institutional inflows, $2.9 billion resulted from the SSgA agreement, $3.4 billion from growth accounts and $1.7 billion from international/global value accounts. These inflows more than offset municipal account outflows as a result of the loss of one large insurance account in the first quarter of 2010. For the nine month period ended September 30, 2010, closed-end fund net inflows of $1.2 billion were an improvement of $1.4 billion versus the same period of the prior year. We raised $1.2 billion through three closed-end fund offerings in the current year. This compares favorably to the prior year when a significant amount of taxable fixed income and equity fund deleveraging occurred. For the nine month period ended September 30, 2010, mutual fund net inflows were $3.1 billion, an increase of $0.3 billion versus the same period of the prior year with improvements across all investment styles (most notably traditional value and municipal). Retail managed accounts experienced $0.8 billion of net outflows for the period, but improved significantly versus the $2.2 billion of net outflows in the same period of 2009. This improvement was primarily driven by lower redemptions in our traditional value accounts and international/global value accounts in addition to higher growth account sales.

The following table summarizes net assets under management:

Assets under management ended the quarter at approximately $163 billion, an increase of 12% versus assets under management at the end of the prior year and an increase of 16% versus September 30, 2009. At September 30, 2010, 47% of our assets were in municipal portfolios, 44% in equity portfolios and 9% in taxable fixed income portfolios; the same asset mix allocation as December 31, 2009.

The following table presents the component changes in our assets under management for the three-month and nine-month periods ended September 30, 2010 and 2009:

Assets under management rose $12.6 billion during the three-month period ended September 30, 2010 as a result of strong market appreciation and net inflows on institutional managed accounts and mutual funds for the period. Market movement during the quarter was comprised of $7.7 billion of equity market appreciation, $0.5 billion of taxable fixed-income market appreciation, and $1.9 billion of municipal market appreciation.

Assets under management increased $18.1 billion for the nine month period ended September 30, 2010, as a result of net inflows of $10.3 billion and market appreciation of $7.8 billion. For the nine month period ended September 30, 2010, market movement was comprised of $4.4 billion of equity market appreciation, $0.6 billion of taxable fixed-income market appreciation and $2.8 billion of municipal market appreciation.

Investment advisory fee revenue, net of sub-advisory fees and expense reimbursements, for the three-month and nine-month periods ended September 30, 2010 and 2009 is shown in the following table:

Advisory fee revenue of $185.8 million for the three-month period ended September 30, 2010 increased $25.6 million, or 16%, from the third quarter of the prior year. Advisory fees increased across all product categories driven by higher asset levels, as the result of both net inflows and significant market appreciation. Closed-end fund advisory fees increased $7.5 million, or 12%, from the same quarter of

2009. Advisory fees on mutual funds increased $7.2 million, or 28%, and managed account advisory fees increased $10.9 million, or 15%, from the same period of the prior year.

Advisory fees of $545.4 million for the nine-month period ended September 30, 2010 increased $99.7 million, or 22%, from the same period of 2009. Consistent with the third quarter, advisory fees increased across all product categories as a result of increased assets under management. For the nine month period ended September 30, 2010, closed-end fund advisory fees increased $28.7 million, or 16%; mutual fund fees increased $28.2 million, or 41%; and managed account fees increased $42.9 million, or 21%, from the same period of the prior year.

Product distribution revenue for the three-month and nine-month periods ended September 30, 2010 and 2009 is shown in the following table:

Product distribution revenue increased $0.1 million for the three-month period ended September 30, 2010 from the same period of the prior year. This increase was due to a decrease in commissions paid to third party distribution firms on large dollar value mutual fund sales.

Product distribution revenue declined $0.9 million for the nine-month period ended September 30, 2010 from the same period of the prior year. The decline was largely due to the continued decline in MuniPreferred^® and FundPreferred^® fees as a result of the continued decline in ARPS outstanding as a result of the redemption of these shares.

Performance Fees/Other Revenue

Performance fees/other revenue consists of performance fees earned on certain institutional assets managed, consulting revenue and various fees earned in connection with services provided on behalf of our defined portfolio assets under surveillance. Consistent with the prior year, performance fees/other revenue was $1.3 million.

For the nine-month period ended September 30, 2010, performance fees/other revenue was $3.2 million, down from $11.3 million in the same period of the prior year. The $8.1 million decline was a result of lower performance fees due to the loss of one large international account in 2009.

Operating Expenses

The following table summarizes operating expenses for the three-month and nine-month periods ended September 30, 2010 and 2009:

Compensation and Benefits

For the three-month period ended September 30, 2010, compensation and related benefits increased $3.3 million, or 5%, from the same period of the prior year. Approximately $2.3 million of the increase was a result of higher base compensation and benefits as a result of incremental headcount investments. The remaining increase is driven by an increase in incentive compensation and commissions as a result of higher earnings for the period.

For the nine-month period ended September 30, 2010, compensation and related benefits increased $39.1 million, or 21%, from the same period of the prior year. The increase was a result of increased incentive compensation and amortization expense related to a new mutual fund incentive program which was not in place throughout the same period of the prior year. Base compensation and benefits were unchanged versus the same period of the prior year.

Advertising and Promotional Costs

Advertising and promotional costs increased $2.2 million and $5.5 million, respectively, for the three-month and nine-month periods ending September 30, 2010, driven mainly by an increase in mutual fund marketing expense.

Occupancy and Equipment Costs

Occupancy and equipment costs were $0.6 million lower for the three-month period ended September 30, 2010 from the same period of the prior year. This decrease was a result of lower lease expense at the Chicago headquarters and Radnor, Pennsylvania locations, with the latter due to the relocation of our Pennsylvania-based operations organization to Chicago.

For the nine-month period ended September 30, 2010, occupancy and equipment costs were flat compared to the same period of the prior year. Higher depreciation expense on computer equipment and software was offset by lower rent expense at the Radnor, Pennsylvania and Chicago headquarters locations.

Amortization of Intangible Assets

For the three-month period ended September 30, 2010, amortization of intangible assets expense decreased by $2.8 million compared to the same period of the prior year. The change resulted from an adjustment made during the third quarter of the prior year related to finalizing the intangible asset valuation for the Winslow Capital Management acquisition. For the nine-month period ended September 30, 2010, amortization of intangible assets expense was consistent with the same period of the prior year.

Outside and Professional Services

Outside and professional services expense increased $3.1 million and $7.5 million, respectively, for the three-month and nine-month periods ending September 30, 2010 from the same periods of the prior year. The primary driver of this increase is higher consulting expense largely associated with technology projects. The remaining increases were due to higher electronic data and research costs for our investment teams and an increase in legal and audit expenses.

All Other Operating Expenses

For the three-month period ended September 30, 2010, all other operating expenses, including severance, travel and entertainment, structuring fees, fund organization costs, recruiting costs and other expenses increased approximately $5.5 million compared to the same period of the prior year. Increases in structuring fees (related to closed-end fund offerings), severance expense and recruiting expenses were the key drivers.

All other operating expenses increased approximately $13.7 million for the nine-month period ended September 30, 2010 compared to the same period of the prior year. Similar to the third quarter, the increased spending was a result of higher structuring fees, higher recruiting expenses and an increase in severance expense.

Other Income/(Expense)

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

The following is a summary of other income/(expense) for the three-month and nine-month periods ended September 30, 2010 and 2009:

Other income/(expense) increased $12.2 million for the three-month period ended September 30, 2010 compared with the same period in the prior year. Gains/(losses) on investments increased favorably $7.1 million, driven by a $4.1 million increase in the unrealized mark-to-market gains on derivative transactions

entered into as a result of the MDP transaction and $3.6 million of increased gains on investments. There were no material gains or losses recorded on the sale or retirement of fixed assets during the third quarter of 2010. This compares favorably to the third quarter of the prior year when we recorded a fairly large loss as a result of the retirement of assets associated with the significant downsizing of our office in Radnor, Pennsylvania. Similarly miscellaneous income/(expense) compares favorably with the prior year due to a one-time charge in the prior year related to the downsizing of the Radnor office.

Other income/(expense) increased $23.5 million during the nine-month period ended September 30, 2010. Gains/(losses) on investments increased favorably $21.0 million driven by a $11.4 million increase in the unrealized market-to-market gains on derivative transactions entered into as a result of the MDP transaction and $10.0 million of increased gains on investments. Similar to the third quarter, both gains/(losses) on fixed assets and miscellaneous income/(expense) compare favorably to the prior year as a result of charges taken in the prior year related to the significant downsizing of our office in Radnor, PA.

Other Income/(Expense) – VIEs

Other income from consolidated VIEs increased from $22.1 million of income in the third quarter of 2009 to $52.4 million in the quarter ended September 30, 2010 driven by the consolidation of the nine new variable interest entities in 2010 and the impact of changes to fair value of VIE investments and debt.

Other income from consolidated VIEs decreased from $93.8 million of income in the nine-month period ended September 30, 2009 to a $34.1 million loss in the nine-month period ended September 30, 2010, driven by the consolidation of the new variable interest entities in 2010 and the impact of changes to fair value of VIE investments and debt.

Net Interest Expense

The following is a summary of net interest expense for the three-month and nine-month periods ended September 30, 2010 and 2009:

Net interest expense decreased $3.0 million for the three-month period ended September 30, 2010 and increased $16.4 million for the nine-month period ended September 31, 2010. The decrease for the third quarter 2010 is due to a decline in outstanding debt as well as a reduction in the overall interest rate on the outstanding debt. For the nine months ended September 30, 2010, the increase in net interest expense over the nine months ended September 30, 2009 is due to a full nine months of interest expense associated with the second lien debt that was taken out during the end of July and early August 2009.

Net Interest Income – VIEs

Net interest income from consolidated VIEs increased $13.7 million for the three-month period and $53.6 million for the nine-month period ended September 30, 2010 driven by the consolidation of the new VIEs in the first quarter of 2010.

Recent Updates to Authoritative Accounting Literature

As discussed in “Recent Events,” in June 2009, the FASB issued guidance which amends the criteria for determining whether the consolidation of a VIE is required. As a result of this new guidance, which is effective for Nuveen Investments as of January 1, 2010, nine newly consolidated VIEs are included in our consolidated balance sheet as of September 30, 2010 and our consolidated statements of income for the three and nine months ended September 30, 2010.

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

Capital Resources, Liquidity and Financial Condition

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

In connection with the MDP transaction, we significantly increased our level of debt. As of September 30, 2010, we had approximately $3.8 billion in aggregate principal amount of indebtedness outstanding and have limited additional existing borrowing capacity.

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

Senior Secured Credit Facilities

In connection with the MDP transaction, we entered into senior secured credit facilities, consisting of a $2.3 billion term loan facility and a $250 million revolving credit facility. At the time of the MDP

transaction, we borrowed the full $2.3 billion term loan facility. The amounts borrowed under the term loan facility were used as part of the financing that was used to consummate the MDP transaction. During November 2008, we drew down the full $250 million revolving credit facility.

All borrowings under our senior secured credit facilities, other than the new term loans made in July and August 2009 described above (the “Additional Term Loans”), bear interest at a rate per annum equal to LIBOR plus 3.0%. In addition to paying interest on outstanding principal under our senior secured credit facilities, we are required to pay a commitment fee to the lenders in respect of any unutilized loan commitments at a rate of 0.3750% per annum. The Additional Term Loans bear interest at a rate per annum of 12.50%.

All obligations under our senior secured credit facilities are guaranteed by Windy City Investments, Inc., our “Parent,” and each of our present and future, direct and indirect, material domestic subsidiaries (excluding subsidiaries that are broker dealers). The obligations under our senior secured credit facilities and these guarantees are secured, subject to permitted liens and other specified exceptions, (i) 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 (ii) on a first lien basis by substantially all present and future assets of Nuveen Investments and each guarantor, except that the Additional Term Loans are secured by the same capital stock and assets on a second-lien basis.

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

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

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

Notes

Also in connection with the MDP transaction, we issued $785 million of 10.5% senior notes. The 10.5% senior notes mature on November 15, 2015 and pay a coupon of 10.5% based on par value, payable semi-annually on May 15 and November 15 of each year. We received approximately $758.9 million in net proceeds from the issuance of the 10.5% senior notes after underwriting commissions and structuring fees. The net proceeds were used as part of the financing that was used to consummate the MDP transaction. From time to time, we may, in compliance with the covenants under our senior secured credit facilities

and the indenture for the 10.5% senior notes, redeem, repurchase or otherwise acquire for value the 10.5% senior notes.

Obligations under the 10.5% senior notes are guaranteed by the Parent and each of our existing and subsequently acquired or organized direct or indirect domestic subsidiaries (excluding subsidiaries that are broker-dealers) that guarantee the debt under our senior secured credit facilities. These subsidiary guarantees are subordinated in right of payment to the guarantees of our senior secured credit facilities.

Senior Term Notes

On September 12, 2005, we issued $550 million of senior unsecured notes, consisting of $250 million of 5-year notes and $300 million of 10-year notes. At September 30, 2010, only the $300 million of 10-year notes remain outstanding, as the $250 million of 5-year notes were repaid in full on September 14, 2010. The 5-year senior term notes bore interest at an annual fixed rate of 5.0%, payable semi-annually on March 15 and September 15 of each year. The 10-year senior term notes bear interest at an annual fixed rate of 5.5%, also payable semi-annually on March 15 and September 15 of each year. The net proceeds from the notes were used to finance outstanding debt. The costs related to the issuance of the senior unsecured notes were capitalized and are being amortized to expense over their respective terms. From time to time we may, in compliance with the covenants under our senior secured credit facilities and the indentures for the 10.5% senior notes and these notes, redeem, repurchase or otherwise acquire for value these notes.

Adequacy of Liquidity

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

Our senior secured credit facilities include a financial maintenance covenant requiring us to maintain a maximum ratio of net senior secured indebtedness to adjusted EBITDA (as defined in the credit agreement). As of September 30, 2010, this maximum ratio was 5.75:1.00. As of September 30, 2010, we were in compliance with this covenant, as our actual ratio of senior secured indebtedness to adjusted EBITDA (as defined in the credit agreement) was 4.75:1.00 based on $2.0 billion of senior secured indebtedness and adjusted EBITDA (as defined in the credit agreement) of $425.4 million. In addition, as of September 30, 2010, we were in compliance with all other covenants and other restrictions under our debt agreements.

Equity

As part of the Santa Barbara acquisition in 2005, an equity opportunity was put in place to allow key individuals to participate in Santa Barbara’s earnings growth over the subsequent five years (Class 2 Units, Class 5A Units, Class 5B Units, and Class 6 Units, collectively referred to as “Units”). The Class 2 Units

were fully vested upon issuance. One third of the Class 5A Units vested on June 30, 2007, one third vested on June 30, 2008, and one third vested on June 30, 2009. One third of the Class 5B Units vested upon issuance, one third on June 30, 2007, and one third vested on June 30, 2009. The Class 6 Units vested on June 30, 2009. The Units entitle the holders to receive a distribution of the cash flow from Santa Barbara’s business to the extent such cash flow exceeds certain thresholds. The distribution thresholds vary from year to year, reflecting Santa Barbara achieving certain profit levels and the distributions of profits interests are also subject to a cap in each year. During 2009, 2008 and 2007, we recorded approximately $38 thousand, $0.2 million and $2.9 million, respectively, of income attributable to these non-controlling interests. Beginning in 2008 and continuing through 2012, we have the right to acquire the Units of the non-controlling members. During 2008, we exercised our right to call 100% of the Class 2 Units. During the first quarter of 2010, we exercised our right to call 100% of the Class 5 Units.

During 2006, equity opportunities were put in place covering NWQ, Tradewinds and Symphony. These programs allow key individuals of these businesses to participate in the growth of their respective businesses over the subsequent six years. Classes of interests were established at each subsidiary (collectively referred to as “Interests”). Certain of these Interests vested or vest on June 30, 2007, 2008, 2009, 2010 and 2011. The Interests entitle the holders to receive a distribution of the cash flow from their business to the extent such cash flow exceeds certain thresholds. The distribution thresholds increase from year to year and the distributions of the profits interests are also subject to a cap in each year. During the nine months ended September 30, 2010 and 2009, we recorded approximately $1.1 million and $0.7 million, respectively, of income attributable to these non-controlling interests. Beginning in 2008 and continuing through 2012, we have the right to acquire the Interests of the non-controlling members. During the first quarter of 2008, we exercised our right to call all of the Class 7 Interests. During the first quarter of 2009, we exercised our right to call all the Class 8 Interests. During the first quarter of 2010, we exercised our right to call all of the Class 9 Interests.

Broker/Dealer

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

Off-Balance Sheet Arrangements

We do not invest in any off-balance sheet vehicles that provide financing, liquidity, market or credit risk support or engage in any leasing activities that expose us to any liabilities that are not reflected in our Annual Financial Statements and Quarterly Financial Statements.

Forward-Looking Information and Risks

From time to time, information we provide or information included in our filings with the SEC (including Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 8-K and the notes to the Consolidated Financial Statements) may contain statements that are not historical facts, but are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or future financial performance and reflect management’s expectations and opinions. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” or comparable terminology. These statements are only predictions, and our actual future results may differ significantly from those anticipated in any forward-looking statements due to numerous known and unknown risks, uncertainties and other factors. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed below and elsewhere in this report. These factors may not be exhaustive, and we cannot predict the extent to which any factor, or combination of factors, may cause actual results to differ materially from those predicted in any forward-looking statements. We undertake no responsibility to

update publicly or revise any forward-looking statements, whether as a result of new information, future events or any other reason.

Risks, uncertainties and other factors that pertain to our business and the effects of which may cause our assets under management, earnings, revenues, and/or profit margins to decline include: (1) the adverse effects of declines in securities markets and/or poor investment performance by us; (2) adverse effects of volatility in the equity markets and disruptions in the credit markets, including the effects on our assets under management as well as on our distribution partners; (3) our inability to access third-party distribution channels to market our products or a reduction in fees we might receive for services provided in these channels; (4) the effects of the substantial competition that we face in the investment management business; (5) a change in our asset mix to lower revenue generating assets; (6) a loss of key employees; (7) the effects on our business and financial results of the failure of the auctions beginning in mid-February 2008 of the approximately $15.4 billion of auction rate preferred stock (“ARPS”) issued by our closed-end funds (which has resulted in a loss of liquidity for the holders of these ARPS) and our and the funds’ efforts to obtain financing to redeem the ARPS at their par value of $25,000 per share and the effects of any regulatory activity or litigation relating thereto, including the potential FINRA disciplinary action with respect to ARPS discussed in our 2009 Form 10-K and the lawsuits filed in the second half of 2010 on behalf of certain common shareholders of certain Nuveen funds that have redeemed ARPS; (8) a decline in the market for closed-end funds, mutual funds and managed accounts; (9) our failure to comply with various government regulations, including federal and state securities laws, and the rules of FINRA; (10) the impact of changes in tax rates and regulations; (11) developments in litigation involving the securities industry or us; (12) our reliance on revenues from our investment advisory contracts which generally may be terminated on sixty days notice and, with respect to our closed-end and open-end funds, are also subject to annual renewal by the independent board of trustees of such funds; (13) adverse public disclosure, failure to follow client guidelines and other matters that could harm our reputation; (14) the effect on us of increased leverage as a result of our incurrence of additional indebtedness in connection with the MDP transaction and the Additional Term Loans issued by us in July and August 2009, including that our business may not generate sufficient cash flow from operations or that future borrowings may not be available in amounts sufficient to enable us to pay our indebtedness or to fund our other liquidity needs; (15) future acquisitions that are not profitable for us; (16) the impact of accounting pronouncements; and (17) any failure of our operating personnel and systems to perform effectively.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

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

Interest Rate Sensitivity

Although we have sought to mitigate our interest rate risk as discussed hereafter, our obligations under the senior secured credit facilities will expose our earnings to changes in short-term interest rates since the interest rate on this debt is variable. At September 30, 2010, the aggregate principal amount of our indebtedness (excluding the debt of the consolidated variable interest entities) was approximately $3.8 billion, of which approximately $2.3 billion is variable rate debt and approximately $1.5 billion is fixed rate debt. For our variable rate debt, we estimate that a 100 basis point (one percentage point) increase in variable interest rates would have resulted in a $23.4 million increase in annual interest expense; however, it would not be expected to have a substantial impact on the fair value of the debt at September 30, 2010. A change in interest rates would have no impact on interest incurred on our fixed rate debt or cash flow, but would have an impact on the fair value of the debt. We estimate that a 100 basis point increase in interest rates from the levels at September 30, 2010 would result in a net decrease in the fair value of our fixed debt of approximately $59.4 million.

The variable nature of our obligations under the senior secured facilities creates interest rate risk. In order to mitigate this risk, we entered into certain derivative transactions that effectively converted our variable rate debt arising from the MDP transaction into fixed-rate borrowings (collectively, the “New Debt Derivatives”). As some of these derivative transactions matured, we have occasionally entered into new, similar transactions in order to continue to mitigate interest rate exposure on the variable rate debt. At September 30, 2010, these derivative transactions were comprised of eight interest rate swaps with a notional value totaling $1.2 billion. These derivatives were not accounted for as hedges for accounting purposes. For additional information, see Note 8, “Derivative Financial Instruments” of the accompanying consolidated financial statements attached hereto as Exhibit 99.1. At September 30, 2010, the fair value of the New Debt Derivatives was a net liability of $51.6 million, of which $3.1 million is reflected in “Short-Term Obligations” and $48.5 million is reflected in “Long-Term Obligations.” We estimate that a 100 basis point change in interest rates would have a $11.7 million impact on the fair value of the New Debt Derivatives.

Our investments consist primarily of company-sponsored managed investment funds that invest in a variety of asset classes. Additionally, we periodically invest in new advisory accounts to establish a performance history prior to a potential product launch. Company sponsored funds and accounts are carried on our consolidated financial statements at fair market value and are subject to the investment performance of the underlying securities in the sponsored fund or account. Any unrealized gain or loss is recognized upon the sale of the investment. The carrying value of our investments in fixed-income funds or accounts, which expose us to interest rate risk, was approximately $28.0 million (which excludes consolidated VIEs) at September 30, 2010. We estimate that a 100 basis point increase in interest rates from the levels at September 30, 2010 would result in a net decrease of approximately $1.4 million in the fair value of the fixed-income investments at September 30, 2010. A 100 basis point increase in interest rates is a hypothetical scenario used to demonstrate potential risk and does not represent management’s view of future market changes.

Equity Market Sensitivity

As discussed above in the “Interest Rate Sensitivity” section, we invest in certain company sponsored managed investment funds and accounts that invest in a variety of asset classes. The carrying value of our investments in funds and accounts subject to equity price risk is approximately $100.8 million at September 30, 2010. We estimate that a 10% adverse change in equity prices would result in a $10.1 million decrease in the fair value of our equity securities. The model to determine sensitivity assumes a corresponding shift in all equity prices.

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

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

Inflation

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

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.				Description
99.1				Consolidated Financial Statements of Nuveen Investments, Inc. and its subsidiaries for the three and nine months ended September 30, 2010 and 2009.

SIGNATURES

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

EXHIBIT INDEX

Exhibit No.				Description
99.1				Consolidated Financial Statements of Nuveen Investments, Inc. and its subsidiaries for the three and nine months ended September 30, 2010 and 2009.