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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on March 13,July 2, 2014

Registration No. 333-          333-194535

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Nuveen Investments, Inc.
(Exact name of registrant as specified in its charter)

333 West Wacker Drive
Chicago, Illinois 60606
(312) 917-7700
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

SEE TABLE OF ADDITIONAL REGISTRANTS

John L. MacCarthy
EVP, Secretary & General Counsel
Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, Illinois 60606
(312) 917-7700
(Name, address, including zip code, and telephone number, including area code, of agent for service)

with a copy to:

Steven J. Gavin
Karen A. Weber
Winston & Strawn LLP
35 West Wacker Drive
Chicago, Illinois 60601
(312) 558-5600

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

          If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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

          If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

          Exchange Act Rule 13e-4(i) (Cross Border Issuer Tender Offer)                        o

          Exchange Act Rule 14d-1(d) (Cross Border Third Party Tender Offer)             o

CALCULATION OF REGISTRATION FEE

(1)

Calculated pursuant to Rule 457(f) under the Securities Act of 1933, as amended (the "Securities Act").

(2)

The entities listed on the Table of Additional Registrants on the following page have guaranteed the notes being registered hereby.

(3)

Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

          The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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TABLE OF ADDITIONAL REGISTRANTS

        The address and telephone number of the principal executive office of each additional registrant is c/o Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606, (312) 917-7700. The name, address and telephone number of the agent for service of each additional registrant is John L. MacCarthy, EVP, Secretary & General Counsel, Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606, (312) 917-7700.

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The information in this prospectus is not complete and may be changed. We may not issue the exchange notes in the exchange offers until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where such offer or sale is not permitted.

Subject to Completion, dated March 13,July 2, 2014

Nuveen Investments, Inc.

Offers to Exchange

          $500,000,000 aggregate principal amount of 9.125% Senior Notes due 2017 (the "exchange 2017 notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all outstanding 9.125% Senior Notes due 2017 (the "outstanding 2017 notes"). The exchange 2017 notes and the outstanding 2017 notes are collectively referred to herein as the "2017 notes."

          $645,000,000 aggregate principal amount of 9.5% Senior Notes due 2020 (the "exchange 2020 notes" and together with the exchange 2017 notes, the "exchange notes"), which have been registered under the Securities Act, for any and all outstanding 9.5% Senior Notes due 2020 (the "outstanding 2020 notes" and, together with the outstanding 2017 notes, the "outstanding notes"). The exchange 2020 notes and the outstanding 2020 notes are collectively referred to herein as the "2020 notes" and the 2017 notes and the 2020 notes are collectively referred to herein as the "notes."

          The exchange notes will be our unsecured senior obligations and will rank equally in right of payment with all of our existing and future senior indebtedness and senior in right of payment to any future indebtedness that is subordinated in right of payment to the exchange notes. The exchange notes will be fully and unconditionally guaranteed on an unsecured basis by our parent company, Windy City Investments, Inc., and each of our existing and future restricted subsidiaries that guarantee indebtedness under our senior secured credit facility or any of our other indebtedness or have otherwise incurred certain amounts of indebtedness. Each exchange guarantee will be unsecured and will be subordinated in right of payment only to each guarantor's obligations under our senior secured credit facility and related hedging obligations and our other existing and future secured indebtedness. The exchange notes and the related exchange guarantees will be effectively subordinated to all of our and the guarantors' existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness.

          We are conducting the exchange offers in order to provide you with an opportunity to exchange your unregistered outstanding notes for freely tradeable exchange notes that have been registered under the Securities Act.

The Exchange Offers:

•

We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradeable.



•

You may withdraw tenders of outstanding notes at any time prior to the expiration date of the applicable exchange offers.



•

The exchange offers expire at 5:00 p.m., New York City time, on                        , 2014, which is the 21^st business day after the date of this prospectus.



•

The exchange of outstanding notes for exchange notes in the exchange offers will not be a taxable event for U.S. federal income tax purposes.



•

The terms of the exchange notes will be identical in all material respects (including principal amount, interest rate, maturity and redemption rights) to the outstanding notes for which they may be exchanged, except that the exchange notes generally will not be subject to transfer restrictions or be entitled to registration rights and the exchange notes will not have the right to earn additional interest under circumstances relating to our registration obligations.

Results of the Exchange Offers:

•

The exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. We do not plan to list the exchange notes on a national market.

          All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in such outstanding notes and in the applicable indentures. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, we do not currently anticipate that we will register the outstanding notes under the Securities Act.

          You should carefully consider the "Risk Factors" beginning on page 1820 of this prospectus before participating in the exchange offers.

          Each broker dealer that receives exchange notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market making activities or other trading activities. We have agreed that, for a period of 90 days after the expiration date of the exchange offers, we will make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale.

          Neither the Securities and Exchange Commission, any state securities commission nor any other regulatory authority, has approved or disapproved of the exchange notes to be distributed in the exchange offers nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                                    , 2014

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        You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. This prospectus may be used only for the purposes for which it has been published and no person has been authorized to give any information not contained herein. If you receive any other information, you should not rely on it. We are not making an offer of the exchange notes and related exchange guarantees in any jurisdiction where the offer is not permitted. You should not interpret the delivery of this prospectus, or any sale of securities, as an indication that there has been no change in our affairs since the date of this prospectus. You should also be aware that information in this prospectus may change after this date.

        We have filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 with respect to the exchange notes. This prospectus, which forms part of such registration statement, does not contain all the information included in the registration statement, including its exhibits and schedules. For further information about us and the 2017 notes and the 2020 notes described in this prospectus, you should refer to the registration statement and its exhibits and schedules. Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement, because those statements are qualified in all respects by reference to those exhibits. The registration statement, including the exhibits and schedules, is available at the SEC's website at www.sec.gov.

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        You may also obtain this information without charge by writing or telephoning us at the following address and telephone number:

Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, Illinois 60606
(312) 917-7700
Attention: General Counsel

        To obtain timely delivery, security holders must request this information no later than five business days before the date they must make their investment decision. Security holders must request this information by                        , 2014.

        In making an investment decision, prospective investors must rely on their own examination of us and the terms of the offering, including the merits and risks involved. Prospective investors should not construe anything in this prospectus as legal, business or tax advice. Each prospective investor should consult its own advisors, as needed, to make its investment decision and to determine whether it is legally permitted to participate in the exchange offers under applicable legal investment or similar laws or regulations.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

        We and our guarantors have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange notes. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us, our guarantors and the exchange notes, reference is made to the registration statement, as may be amended from time to time, and the exhibits and schedules filed with, and incorporated by reference into, the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete and, where such contract or other document is an exhibit to the registration statement, each such statement is qualified by the provisions in such exhibit, to which reference is hereby made. A copy of the registration statement, as may be amended from time to time, and the exhibits and schedules filed with, and incorporated by reference into, the registration statement may be inspected without charge at the SEC's Public Reference Room at 100 F Street, N.E., Washington D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the SEC's Public Reference Room at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the public reference room. Such materials may also be accessed electronically by means of the SEC's home page on the Internet (http://www.sec.gov).

NON-GAAP FINANCIAL MEASURES

        EBITDA and Adjusted EBITDA, as presented in this prospectus, are supplemental measures of our performance that are not required by, and are not presented in accordance with, generally accepted accounting principles in the United States ("GAAP"). They are not measurements of our financial performance under GAAP and should not be considered as alternatives to revenues, net earnings (loss) or any other performance measures derived in accordance with GAAP or as alternatives to cash flow from operating activities as measures of our liquidity.

        EBITDA is defined as net income (loss) attributable to Nuveen Investments, Inc. and its consolidated subsidiaries before net interest expense, income taxes (benefit), depreciation and amortization and income (expense) attributable to consolidated variable interest entities. We calculate Adjusted EBITDA by adjusting EBITDA as described in footnotes 6 and 7 included in "Summary—Summary Historical Consolidated Financial and Operating Data." We believe presenting EBITDA and Adjusted EBITDA is useful to investors because it enables investors to evaluate how management views our businesses and because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies with substantial financial leverage. We also believe that the inclusion of the supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about certain covenants that we expect to be required to satisfy under our senior secured credit facility and the exchange notes offered hereby. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources, Liquidity and Financial Condition—Senior Secured Credit Facility—Covenant Compliance."

        Our EBITDA and Adjusted EBITDA measures have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•

they do not reflect our cash expenditures or future requirements for capital commitments;



•

they do not reflect changes in, or cash requirements for, our working capital needs;



•

they do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;



•

they do not reflect any cash income taxes that we may be required to pay;

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they are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows;



•

they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations;



•

assets are depreciated or amortized over differing estimated useful lives and often have to be replaced in the future, and these measures do not reflect any cash requirements for such replacements;



•

they do not reflect limitations on, or costs related to, transferring earnings from our subsidiaries to us; and



•

other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.

        Because of these limitations, our EBITDA and Adjusted EBITDA measures should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as a measure of cash that will be available to us to meet our obligations, including under our senior secured credit facility and the exchange notes offered hereby. You should compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP measures supplementally. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus for a description of our GAAP results. The footnotes describing adjustments to EBITDA included in this prospectus are unaudited. See footnotes 5, 6 and 7 included in "Summary—Summary Historical Consolidated Financial and Operating Data" for a description of the calculations of EBITDA and Adjusted EBITDA.

MARKET AND INDUSTRY DATA

        Market data and other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms or other published independent sources. Some data are also based on our good faith estimates, which are derived from our review of internal surveys, as well as the independent sources listed above. AlthoughBased on management's knowledge and experience, we believe thesethat the independent sources cited in this prospectus are reliable we have not independently verifiedand that the third-party information included in this prospectus or in our estimates is reasonably accurate and cannot guarantee its accuracy and completeness.complete.

TRADEMARKS

        This prospectus includes our trademarks such as "Nuveen Investments" which are protected under applicable intellectual property laws and are the property of Nuveen Investments, Inc. or its subsidiaries. This prospectus also contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus, and other information that we make publicly available, may contain forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Forward-looking statements are typically identified by

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words or phrases such as "trend," "potential," "opportunity," "pipeline," "believe," "comfortable,"

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"expect, "expect," "anticipate," "current," "intention," "estimate," "position," "assume," "outlook," "continue," "remain," "maintain," "sustain," "seek," "achieve," and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "may" and similar expressions. Examples of forward-looking statements include, among others, statements regarding future results of operations, earnings, liquidity and cash flow, capital expenditures, industry or market conditions, assets under management flows, acquisitions, divestitures and restructurings, debt and ability to obtain additional financing or make payments, regulatory developments and product demand and pricing.

        Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance on forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others:

•

changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets, which could have an adverse impact upon demand for our investment products and services or in the value of our assets under management;



•

the relative and absolute investment performance of our investment products and services;



•

the inability to access third-party distribution channels to market our investment products and services;



•

our inability to attract new talent or the loss of key employees, which may result in increased outflows of assets under management;



•

a change in the tax-exempt treatment of income from municipal bonds, which accounts for a substantial portion of our assets under management, because of, among other things, unfavorable changes in federal or state tax laws, adverse interpretations by the Internal Revenue Service (the "IRS") or state tax authorities or application of the federal alternative minimum tax, which could have an adverse effect upon demand for our municipal bond investment products and services and the value of our assets under management consisting of municipal bonds;



•

the impact of reductions in the fees we receive for the investment management services we provide as a result of increased competition or otherwise;



•

the impact of increased competition in the investment management industry;



•

the effect of our substantial amount of outstanding indebtedness, including the possibility that our business may not generate sufficient cash flow from operations, or that future borrowings may not be available in amounts sufficient, to fulfill our debt obligations or to fund our other liquidity needs;



•

the impact of a change in our asset mix to lower revenue generating assets;



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the adverse effects of volatility and illiquidity in the municipal bond market;



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the impact of a decline in the market for our retail advisory, institutional, and structured products;



•

our inability to realize the anticipated benefits of past acquisitions and/or the impact of future acquisitions or divestitures;

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our reliance on revenues from investment advisory contracts, which generally may be terminated on short or no notice and, with respect to closed-end and open-end funds, are also subject to annual renewal by the independent board of such funds;



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our reliance on revenues from fees tied to mutual fund assets under management, which may be redeemed by investors at any time without prior notice;



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the impact of changes to tax legislation, including income, payroll and transaction taxes, and taxation on products or transactions, which could have an adverse effect upon demand for our investment products and services, the value of our assets under management or our tax position or that of our subsidiaries;



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the impact of changes in generally accepted accounting principles;



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the failure to comply with various governmental regulations, including foreign, federal and state securities laws, rules and regulations promulgated by certain governmental agencies, including the SEC and the Commodity Futures Trading Commission (the "CFTC"), and the rules of certain self-regulatory organizations, including the Financial Industry Regulatory Authority ("FINRA") and the National Futures Association;



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the impact of legislative and regulatory actions and reforms, including the Dodd-Frank Wall Street Reform and Consumer Protection Act;Act, as amended (the "Dodd-Frank Act");



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the unfavorable resolution of legal proceedings involving the securities industry generally or us specifically;



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terrorist activities, international hostilities and natural disasters, which may adversely affect the general economy, domestic and local financial and capital markets, specific industries or us specifically;



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the impact of adverse public disclosure, failures to follow client guidelines and other matters that could harm our reputation;



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exposure to international markets, which involve foreign currency exchange, tax, political, social and economic uncertainties and risks; and



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the impact of any failure of our operating personnel and systems to perform effectively.

        These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this prospectus are more fully described in "Risk Factors" and elsewhere in this prospectus. 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.

        Forward-looking statements speak only as of the date on which they are made. We undertake no obligation to publicly update or revise any forward-looking statement whether as a result of new information, future developments or otherwise.

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SUMMARY

        This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that may be important to you in making a decision to participate in the exchange offers. Before participating in the exchange offers, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes and the information set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," in each case included elsewhere in this prospectus. Unless the context suggests otherwise, references in this prospectus to "Nuveen Investments," the "Company," "we," "us" and "our" refer to Nuveen Investments, Inc., a Delaware corporation, together with its subsidiaries and predecessors. References to the "Issuer" refer to Nuveen Investments, Inc., exclusive of its subsidiaries. All references to years made in connection with our financial information or operating results are to years ended December 31, unless otherwise indicated.

Our Business

Our Company

        Founded in 1898, we are a leading provider of investment management and related services to individual and institutional investors. We market a wide range of specialized investment solutions which provide investors access to the capabilities of our boutique investment management affiliates, each of which has distinct investment processes and dedicated investment and research teams. Our investment management affiliates are supported by our scaled shared services platform, through which we provide assistance in distribution, marketing, product development and operations.

        We offer investment management capabilities across a broadly diversified set of asset classes and investment strategies through our investment management affiliates, including national and state specific municipal bond, investment grade, global and high-yield bond, floating-rate bank loan, preferred security, growth equity, value equity, global and international equity, equity income, core equity, equity index, quantitative and enhanced equity, asset allocation, balanced strategies, real asset and commodity. This broad diversification allows us to provide investment solutions for a wide range of investor needs and to offer products and services suited for various market environments.

        We provide investment management services through the investment products that we develop, market and distribute, including open-end mutual funds ("open-end funds" or "mutual funds"), closed-end funds ("closed-end funds"), managed accounts, collateralized loan/debt obligations ("CLO/CDOs"), commodity exchange-traded products, private funds, and Undertakings for Collective Investments in Transferable Securities funds ("UCITS funds"). We also provide investment management services on a direct basis or through sub-advisory relationships. Most of our investment management capabilities are offered in multiple product wrapperscategories of investment products in order to provide customized investment solutions for investors.

        We distribute our investment products and services to retail and institutional investors primarily through intermediaries, including national and regional broker-dealers, independent broker-dealers, commercial banks and trust companies, insurance companies, consultants and investment advisors. We also distribute our investment products and services directly to institutional investors, including financial institutions and other corporate clients, pension and retirement plans, governmental entities, charities, endowments, foundations and family offices.

        Our seven independent, separately branded investment managers are: Nuveen Asset Management, LLC ("NAM"), providing investment solutions in multiple asset classes, from municipal and taxable fixed income to traditional and specialized equity; Symphony Asset Management LLC ("Symphony"), providing clients access to senior bank loans, high yield bonds, convertible bonds and equities, through long-short strategies, long-only strategies and structured products; NWQ Investment

 

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Management Company, LLC ("NWQ"), specializing in value style equities; Santa Barbara Asset Management, LLC ("Santa Barbara"), dedicated to dividend growth equities; Tradewinds Global Investors, LLC ("Tradewinds"), specializing in global and international equities; Winslow Capital Management, LLC ("Winslow Capital"), specializing in large-cap growth equities; and Gresham Investment Management LLC ("Gresham"), specializing in the management of diversified commodity investment portfolios using commodity futures and options.

        We present information regarding our assets under management in three categories of investment products and services: retail advisory, institutional, and structured products. Our retail advisory category represents Nuveen-sponsored open-end funds and retail managed accounts. Our institutional category represents institutional managed accounts, sub-advised mandates and Nuveen-sponsored UCITS funds. Our structured products category represents Nuveen-sponsored closed-end funds, CLO/CDOs, commodity exchange-traded products, and private funds.

        We also present information regarding our assets under management in three categories of investment strategy: credit based strategies, equity based strategies and multi-strategy and alternative assets. Our credit based strategies include national and state specific municipal bond, investment grade, global and high-yield bond, floating-rate bank loan, preferred security and other taxable fixed-income strategies. Our equity based strategies include growth equity, value equity, global and international equity, equity income, core equity, and equity index strategies. Our multi-strategy and alternative assets strategies include quantitative and enhanced equity, asset allocation, balanced strategies, real asset and commodity strategies.

        The charts below set forth our assets under management by product category and investment strategy as of DecemberMarch 31, 2013:2014:

Net Assets Under Management by Investment Strategy		Net Assets Under Management by Product Category

Our Competitive Strengths

        We believe that we are distinguished by the following competitive strengths:

        Distinct, scalable, multi-boutique model with specialized investment managers.    Our distinct multi-boutique model combines seven high quality, independent and specialized investment managers. We provide scaled distribution, service, operations and administrative support to each of our investment teams through our centralized platform. This distinct model enables our investment teams to remain focused upon delivering sustained investment performance with an emphasis on institutional quality investment processes.

        High quality investment capabilities built around distinctive brands.    We possess a strong company-wide investment culture with seven specialized independent investment managers marketed

 

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through our NAM, Symphony, NWQ, Santa Barbara, Tradewinds, Winslow Capital and Gresham brands. We believe that the institutional quality investment processes underlying each of these brands has led to superior long-term investment returns relative to our competitors and the relevant benchmarks. For the one, three and five-year periods ending December 31, 2013, 56%, 64% and 76% of our mutual fund assets under management, respectively, were ranked in the top two Lipper Analytics quartiles based upon total returns. Further, as of December 31, 2013, 53, or 65%, of our 81 mutual funds eligible for a Morningstar rating were rated four or five stars by Morningstar in at least one mutual fund share class. We ranked 7th out of 790 fund families based on the number of mutual funds rated 5 stars by Morningstar. For our managed accounts, 64%, 68% and 75% of our assets under management performance exceeded benchmark for the one, three and five-year periods ending December 31, 2013.

        Strong distribution capabilities with long-standing relationships.    We distribute our investment products and services to retail and institutional investors primarily through intermediaries, including national and regional broker-dealers, independent broker-dealers, commercial banks and trust companies, insurance companies, consultants and investment advisors. We also distribute our investment products and services directly to institutional investors, including financial institutions and other corporate clients, pension and retirement plans, governmental entities, charities, endowments, foundations and family offices. We have long-standing, diversified relationships with major wirehouses, including Bank of America Merrill Lynch, Morgan Stanley Smith Barney, UBS and Wells Fargo, and sold investments products totaling over $5.5 billion through this channel in 2013. In addition, we believe we are well positioned with regional broker-dealers, through which we sold products totaling $12.1 billion during the same period, and have strong relationships with large institutional consultants and direct plan sponsors. We did not have any distributor relationships that represented more than 10% of our revenue in 2013.2013 or for the three months ended March 31, 2014.

        Recurring and diverse revenues and cash flows.    A significant portion of our revenues and cash flows have a high degree of stability, in large part due to our closed-end fund business, which generated 35% of our advisory fee revenues for 2013. Assets in closed-end funds are not subject to redemption by investors in the funds and generally consist of high quality, income producing assets such as municipal bonds, providing stability in assets under management. In addition, our asset class diversification and broad product offerings allow us to respond to changes in prevailing investor sentiment, which helps mitigate the impact of market volatility.

        Historically strong financial and operational performance across various market conditions.    From December 31, 2003 through DecemberMarch 31, 2013,2014, our aggregate assets under management have grown at a 9% compound annual growth rate (including market appreciation), with organic growth at an 8% compound annual growth rate. Also, our advisory fee revenues increased at a compound annual growth rate of 10%8% from December 31, 2003 through December 31, 2013. Our Adjusted EBITDA margin for 2013 was 45.7%.

        Leadership positions in important market segments.    We are the largest provider of closed-end funds, with $54.8$56.6 billion in assets under management as of DecemberMarch 31, 2013.2014. We have expanded our closed-end fund offerings beyond their traditional municipal bond foundation to include a broad range of asset classes, including floating rate debt, preferred securities, mortgage backed securities, Build America Bonds, equity income, real asset and energy MLP, among others. During the five years ended DecemberFrom January 1, 2009 through March 31, 2013,2014, we successfully completed 1718 new closed-end fund offerings totaling approximately $3.8$4.1 billion (excluding greenshoe proceeds and leverage), or approximately 8.9%9.4% of new issuance market share according to Morningstar Traded Fund Center. In addition, we are also the third largest provider of retail managed accounts, with approximately $36.5$37.1 billion of assets under management as of DecemberMarch 31, 2013,2014, and continue to maintain a strong market share in the wirehouses while building on our relationships in the regional broker dealer and registered investment advisor channels. As of

 

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Decemberchannels. As of March 31, 2013,2014, our share of industry retail managed account assets was approximately 4.9%4.8% according to Cerulli Associates.

        Culture of product innovation.    We have focused on developing a company-wide culture of product innovation to anticipate the needs of both intermediaries and investors. As of DecemberMarch 31, 2013,2014, approximately 11% of our assets under management were in products and strategies we did not offer five years earlier, which does not include assets under management in the products and strategies offered by Winslow Capital, FAF Advisors, Inc. ("FAF Advisors") and Gresham at the time we acquired those businesses. In developing new products, we focus on developing new investment solutions for our clients, creating new packaging formats for existing strategies and leveraging capabilities across our different managers to construct multi-strategy products. We strive to maintain a robust new product pipeline that we believe will be highly attractive to investors, including mutual funds, managed account strategies, closed-end funds and other structured products, among others.

        Experienced and dedicated management team.    Our deep and seasoned management team has, on average, over 12 years of experience with our company and has an average of approximately 24 years of experience in the asset management industry. Their long term focus on developing our business in a financially disciplined manner has resulted in our company achieving strong financial results in recent periods. In addition, our management team has overseen the transformation of our company through investments in new products, services and distribution capabilities and through acquisitions, which have substantially expanded our product portfolio and distribution reach. They have developed what we believe is a distinct and scalable operating model that provides high quality support to our investment managers.

Our Business Strategies

        Our overall objective is to provide high quality investment services and expand our product offerings to allow us to successfully serve our clients, grow our business and deliver strong financial results. We are focused on delivering growth in assets under management and generating high free cash flow, while continuing to prudently invest in new opportunities and innovative strategies. We continue to pursue the following strategies to achieve this objective:

        Expand our open-end mutual fund business.    We have enjoyed strong success in building out our open-end mutual fund businesses and have grown our mutual fund assets under management by a compound annual growth rate (including market appreciation) of 28% since December 31, 2008. Sincefrom December 31, 2008 to March 31, 2014. From December 31, 2008 through March 31, 2014, we have recorded $14$15.6 billion in positive net flows in our mutual funds. We plan to continue to expand and broaden our open-end mutual fund offerings by providing the initial capital, development and sales support for new products with a focus on equity and taxable fixed income offerings. We also plan to leverage our established distribution relationships by cross selling fund products to financial advisors who currently sell our other products. In addition, we offer share classes for distribution to 401(k) and other defined contribution plans. Our mutual fund business was expanded significantly as a result of our strategic combination with U.S. Bank National Association's FAF Advisors in 2010.

        Further develop our institutional business.    We have heightened our emphasis on the institutional business over the last several years and, as a result, we have grown our institutional assets under management by a compound annual growth rate of 12% since11% from December 31, 2007.2007 to March 31, 2014. We intend to continue to develop new institutional product strategies and structures and to expand our institutional sales reach, including the development of international clients. Each of our investment management affiliates has a dedicated institutional sales and service team, which receives support from our shared distribution platform. Our acquisition of Gresham in December 2011 expanded our institutional business and product offerings.

 

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        Grow core closed-end fund and retail managed account businesses.    We continue to maintain our leadership position in closed-end funds by developing new and innovative offerings focusing on income oriented products, with particular emphasis on products that seek to deliver steady cash flow and potential market appreciation. In addition, we continue to attempt to differentiate our closed-end funds by providing a high level ofthrough our secondary market support.support program, which promotes attractive secondary trading markets through fund actions such as investment policy changes, portfolio restructuring/fund repositioning, share repurchases and/or fund mergers, as well as through an integrated program of market education, website tools and key fund-related information targeted to financial advisors, investors, analysts and media. We believe that such secondary market support efforts make our closed-end funds more attractive to investors and their advisors. We continue to launch new and existing strategies from our investment teams onto the managed account platforms of the major wirehouses and regional broker-dealers. We leverage our sales and service infrastructure and distribution partner relationships in distributing retail managed accounts.

        Develop new areas of high quality investment specialization and enhance current platforms.    We believe we have a proven track record of identifying and growing high quality investment teams by leveraging the combination of the managers' strong investment capabilities with our scaled shared services platform, through which we provide assistance in distribution, marketing, product development and operations. As an example, the assets under management of Winslow Capital have grown to $37.7$35.9 billion as of DecemberMarch 31, 20132014 from approximately $4.5 billion when we acquired Winslow Capital in December 2008. We are working with our investment teams to encourage expanding investment capabilities and developing new investment strategies from within their current capabilities. In addition, we continue to explore acquiring complementary investment capabilities. For example, we expanded our investment capabilities by acquiring Gresham, which specializes in the management of diversified commodity investment portfolios using commodity futures and options, in December 2011.

        Maintain and grow distribution and client relationships, including global expansion.    We will continue to focus on providing high quality service and support to the financial advisors at our distribution partners with our sales and service force of 191 professionals in order to strengthen our existing relationships. We plan to continue employing a consultative based approach in serving our clients' needs. We intend to continue to serve the financial advisors and institutional consultants who recommend our products by providing them with wealth management education, practice management training and client relationship management technology. In addition, we will continue to use our established relationships with our clients, particularly retail high-net-worth advisors, to cross-sell products from our different investment teams. Finally, we are looking to expand globally by offering our strategies to foreign investors through institutional managed accounts and funds launched on our UCITS platform pursuant to the European Communities (Undertakings for Collective Investments in Transferable Securities) Regulation 2003.

Our History

        Our company is the successor to a business formed in 1898 by Mr. John Nuveen that served as an underwriter and trader of municipal bonds. On June 19, 2007, Nuveen Investments entered into an agreement under which a group of private equity investors led by Madison Dearborn Partners, LLC ("MDP"), on behalf of certain of its affiliated investment funds, agreed to acquire all of the outstanding shares of the Company. On November 13, 2007 (the closing date of the transaction), Windy City Investments Holdings, L.L.C. ("Holdings") acquired all of the outstanding capital stock of the Company for approximately $5.8 billion in cash. Holdings' equity interests were owned by investment funds affiliated with MDP and certain other co-investors and certain of our employees, including senior management. Windy City Investments, Inc. ("Parent") and Windy City Acquisition Corp. (the "Merger Sub") were corporations formed by Holdings in connection with the acquisition and, concurrently with the closing of the acquisition, Merger Sub merged with and into the Company,

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which was the surviving corporation and assumed the obligations of the Merger Sub by operation of law. The merger and the related financing transactions are collectively referred to in this prospectus as the "MDP Transactions." Immediately following the merger, Nuveen Investments became a wholly owned direct subsidiary of Parent and a wholly owned indirect subsidiary of Holdings.

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        MDP is a leading private equity investment firm based in Chicago, Illinois that has raised over $18 billion of equity capital. Since its formation in 1992, it has invested in approximately 125 companies across a broad spectrum of industries, including basic industries, business and government services, consumer, financial and transaction services, healthcare and telecom, media and technology services. MDP's objective is to invest in companies in partnership with outstanding management teams to achieve significant long-term appreciation in equity value.

Recent Events

        On April 13, 2014, Holdings and Parent entered into a Purchase and Sale Agreement with Teachers Insurance and Annuity Association of New York, a New York corporation ("TIAA"), pursuant to which TIAA agreed to purchase from Holdings all of the issued and outstanding common stock of Parent upon the terms and subject to the conditions set forth therein (the "Acquisition"). Because Nuveen Investments is a wholly owned direct subsidiary of Parent, consummation of the Acquisition will result in a change of control of Nuveen Investments. Consideration for the Acquisition to be paid by TIAA to Holdings is based on an enterprise value of $6.25 billion, inclusive of our outstanding indebtedness, and is subject to certain customary adjustments. Consummation of the Acquisition is expected to occur by the end of 2014 and is subject to customary closing conditions, including obtaining fund and client consents sufficient to satisfy a revenue run-rate test. The obligation of TIAA to consummate the Acquisition is not conditioned on its obtaining financing.

        Following the Acquisition, we will operate as a separate subsidiary within TIAA's asset management business, retaining our current multi-boutique business model and continuing to support our investment affiliates through scaled distribution, marketing and administrative services. John Amboian will remain our Chief Executive Officer, and our current leadership and investment teams will remain in place.

Corporate Information

        Our principal executive offices are located at 333 West Wacker Drive, Chicago, Illinois 60606, and our telephone number is (312) 917-7700. Our website is located at http://www.nuveen.com. The information on our website is not part of this prospectus and is mentioned for reference purposes only.

 

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THE EXCHANGE OFFERS

        The following summary is provided solely for your convenience and is not intended to be complete. You should read the full text and more specific details contained elsewhere in this prospectus for a more detailed description of the notes.

General		On September 19, 2012 (the "issue date"), the Issuer issued in a private offering $500,000,000 aggregate principal amount of 9.125% Senior Notes due 2017 and $645,000,000 aggregate principal amount of 9.5% Senior Notes due 2020.
		In connection with the private offerings, the Issuer and the guarantors of the outstanding notes entered into registration rights agreements with the initial purchasers pursuant to which they agreed, among other things, to:
		• file an exchange offer registration statement with the SEC within 18 months after the issue date;
		• use commercially reasonable efforts to cause the exchange offer registration statement to be declared effective by the SEC within 21 months after the issue date (or two years if reviewed by the SEC); and
		• use commercially reasonable efforts to consummate the exchange offers within 30 business days after the effectiveness of the exchange offer registration statement.
		You are entitled to exchange in the exchange offers your outstanding notes for exchange notes which are identical in all material respects to the outstanding notes except:
		• the exchange notes have been registered under the Securities Act;
		• the exchange notes are not entitled to any registration rights which are applicable to the outstanding notes under the applicable registration rights agreements; and
		• the additional interest provisions of the applicable registration rights agreements are not applicable.
The Exchange Offers		The Issuer is offering to exchange:
		• $500,000,000 aggregate principal amount of 9.125% Senior Notes due 2017 which have been registered under the Securities Act for any and all of its existing 9.125% Senior Notes due 2017; and
		• $645,000,000 aggregate principal amount of 9.5% Senior Notes due 2020 which have been registered under the Securities Act for any and all of its existing 9.5% Senior Notes due 2020.
		You may only exchange outstanding notes in a principal amount of $2,000 or in integral multiples of $1,000 in excess thereof.

 

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Resale		Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offers in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by you (unless you are our "affiliate" within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
		• you are acquiring the exchange notes in the ordinary course of your business; and
		• you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes.
		If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes. See "Plan of Distribution."
		Any holder of outstanding notes who:
		• is our affiliate;
		• does not acquire exchange notes in the ordinary course of its business; or
		• tenders its outstanding notes in the exchange offers with the intention to participate, or for the purpose of participating, in a distribution of exchange notes;
		cannot rely on the position of the staff of the SEC enunciated inMorgan Stanley & Co. Incorporated (available June 5, 1991) andExxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling (available July 2, 1993), or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.
Expiration Date		The exchange offers will expire at 5:00 p.m., New York City time, on                , 2014, which is the 21st business day after the date of this prospectus, unless extended by the Issuer. The Issuer does not currently intend to extend the expiration date.
Withdrawal		You may withdraw the tender of your outstanding notes at any time prior to the expiration of the exchange offers. The Issuer will return to you any of your outstanding notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the exchange offers.

 

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Interest on the exchange notes and the outstanding notes		The exchange notes will bear interest at their respective rate per annum set forth on the cover page of this prospectus from the most recent date to which interest has been paid on the outstanding notes. The interest will be payable semi-annually in cash in arrears on April 15 and October 15. No interest will be paid on outstanding notes following their acceptance for exchange.
Conditions to the Exchange Offers		The exchange offers are subject to customary conditions, which the Issuer may waive.
		See "The Exchange Offers—Conditions to the Exchange Offers."
Procedures for Tendering Outstanding Notes		If you wish to participate in the exchange offers, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of such letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the letter of transmittal, or a facsimile of such letter of transmittal, together with the outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal.
		If you hold outstanding notes through The Depository Trust Company ("DTC") and wish to participate in the exchange offers, you must comply with the Automated Tender Offer Program procedures of DTC, by which you will agree to be bound by the letter of transmittal. By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:
		• you are not our "affiliate" within the meaning of Rule 405 under the Securities Act or, if you are our affiliate, that you will comply with any applicable registration and prospectus delivery requirements of the Securities Act;
		• you do not have an arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;
		• you are acquiring the exchange notes in the ordinary course of your business; and
		• if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes.

 

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Special Procedures for Beneficial Owners		If you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those outstanding notes in the exchange offers, you should contact the registered holder promptly and instruct the registered holder to tender those outstanding notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.
Guaranteed Delivery Procedures		If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents, or you cannot comply with the applicable procedures under DTC's Automated Tender Offer Program for transfer of book-entry interests, prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under "The Exchange Offers—Guaranteed Delivery Procedures."
Effect on Holders of Outstanding Notes		As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of, the exchange offers, the Issuer and the guarantors will have fulfilled certain covenants under the applicable registration rights agreements. Accordingly, there will be no increase in the interest rate on the outstanding notes under the circumstances described in the applicable registration rights agreements. If you do not tender your outstanding notes in the exchange offers, you will continue to be entitled to all the rights and limitations applicable to the outstanding notes as set forth in the applicable indentures, except the Issuer and the guarantors will not have any further obligation to you to provide for the exchange and registration of the outstanding notes under the applicable registration rights agreements. To the extent that outstanding notes are tendered and accepted in the exchange offers, the trading market for remaining outstanding notes that are not so tendered and exchanged could be adversely affected.

 

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Consequences of Failure to Exchange		All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the applicable indentures. In general, the outstanding notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, the Issuer and the guarantors do not currently anticipate that they will register the outstanding notes under the Securities Act.
Certain U.S. Federal Income Tax Considerations		The exchange of outstanding notes for exchange notes in the exchange offers will not be a taxable event for U.S. federal income tax purposes. See "Certain U.S. Federal Income Tax Considerations."
Use of Proceeds		We will not receive any cash proceeds from the issuance of exchange notes in the exchange offers. See "Use of Proceeds."
Exchange Agent		U.S. Bank National Association is the exchange agent for the exchange offers. The addresses and telephone numbers of the exchange agent are set forth in this prospectus under "The Exchange Offers—Exchange Agent."

 

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THE EXCHANGE NOTES

        The terms of the exchange notes are identical in all material respects to the terms of the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the applicable registration rights agreements. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be governed by the same applicable indentures under which the outstanding notes were issued. The following summary is not intended to be a complete description of the terms of the exchange notes. For a more detailed description of the notes, see "Description of Notes."

Issuer		Nuveen Investments, Inc.
Notes Offered		$500,000,000 aggregate principal amount of 9.125% Senior Notes due 2017 (the "exchange 2017 notes") and $645,000,000 aggregate principal amount of 9.5% Senior Notes due 2020 (the "exchange 2020 notes" and, together with the exchange 2017 notes, the "exchange notes").
Maturity		The exchange 2017 notes mature on October 15, 2017 and the exchange 2020 notes mature on October 15, 2020.
Interest		The exchange 2017 notes will accrue interest at a rate of 9.125% per annum and the exchange 2020 notes will accrue interest at a rate of 9.5% per annum.
		Interest on the exchange notes will be payable semi-annually in cash in arrears on April 15 and October 15 of each year.
Guarantees		The exchange notes will be fully and unconditionally guaranteed, jointly and severally, by Parent, and each of our existing and future restricted subsidiaries that guarantee indebtedness under our senior secured credit facility or any of our other indebtedness or have otherwise incurred certain amounts of indebtedness (each, a "guarantor"). These guarantees are subject to release under certain circumstances. See "Description of Notes—Guarantees" and "Description of Notes—Certain Covenants—Additional Guarantees." Our obligations under our senior secured credit facility are guaranteed by Parent and each of our existing and future wholly owned material subsidiaries (excluding broker-dealer subsidiaries, foreign subsidiaries and domestic subsidiaries whose only assets are equity interests in foreign subsidiaries).
Ranking		The exchange notes will be our unsecured senior obligations and will rank equally in right of payment with all of our existing and future senior indebtedness and senior in right of payment to any future indebtedness that is subordinated in right of payment to the exchange notes.

 

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		The related guarantees will be the guarantors' unsecured obligations and will be subordinated in right of payment to their obligations under our senior secured credit facility and related hedging obligations and our other existing and future secured indebtedness. Each guarantor's guarantee will rank senior in right of payment to any future indebtedness of such guarantor that is subordinated in right of payment to the guarantee.
		The exchange notes and related guarantees will be effectively subordinated to all of our and the guarantors' existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness and will be structurally subordinated to all of the existing and future liabilities (including trade payables) of each of our subsidiaries that do not guarantee the exchange notes. Our non-guarantor subsidiaries had aggregate net operating revenues of $87.5$18.2 million (excluding $120.3$29.5 million in intercompany revenue) for the yearthree months ended DecemberMarch 31, 2013,2014, and at DecemberMarch 31, 2013,2014, had total assets and total liabilities of $695$550.7 million and $25$51.1 million, respectively.
		As of DecemberMarch 31, 2013,2014, we and the guarantors had approximately $4.5 billion of total indebtedness outstanding, of which approximately $3.1 billion was secured indebtedness and none of which would have been subordinated to the exchange notes or the related guarantees.
Optional Redemption		We may redeem the exchange 2017 notes, in whole or in part, at any time prior to October 15, 2014 and the exchange 2020 notes, in whole or in part, at any time prior to October 15, 2016, in each case, at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest plus the applicable make-whole premium described under "Description of Notes—Optional Redemption." We may redeem the exchange 2017 notes, in whole or in part, at any time on or after October 15, 2014 and the exchange 2020 notes, in whole or in part, at any time on or after October 15, 2016, in each case, at the applicable redemption prices listed under "Description of Notes—Optional Redemption."
Optional Redemption After Equity Offerings		At any time on or prior to October 15, 2014 with respect to the exchange 2017 notes and October 15, 2015 with respect to the exchange 2020 notes, we may, at our option, choose to redeem up to 35% of the then outstanding exchange 2017 notes or exchange 2020 notes, as the case may be, with net cash proceeds from one or more equity offerings, so long as:
		• we pay 109.125% of the face amount of any such exchange 2017 notes and 109.5% of the face amount of any such exchange 2020 notes, in each case, plus accrued and unpaid interest;

 

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		• we redeem such exchange notes within 90 days of completing the equity offering; and
		• at least 65% of the aggregate principal amount of outstanding notes originally issued remains outstanding afterwards.
Change of Control Offer		Upon the occurrence of certain change of control events you will have the right, as a holder of the exchange notes, to require us to purchase some or all of your exchange notes at 101% of the principal amount thereof, plus accrued and unpaid interest. See "Description of Notes—Repurchase at the Option of Holders—Change of Control." See "Summary—Recent Events" for information regarding an agreement to consummate transactions which would result in a change of control of the Company.
Certain Covenants		The indentures governing the exchange notes contain covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:
		• incur additional indebtedness;
		• make certain distributions, investments and other restricted payments;
		• dispose of our assets;
		• grant liens on our assets;
		• engage in transactions with affiliates; and
		• merge or consolidate or transfer substantially all of our assets.
		These covenants are subject to a number of important exceptions and qualifications. In addition, certain of these covenants will cease to apply to the exchange notes for so long as the exchange notes have investment grade ratings from both Moody's Investor Service, Inc. and Standard & Poor's Rating Group. See "Description of Notes—Certain Covenants."
Use of Proceeds		We will not receive any proceeds from the exchange offers. See "Use of Proceeds."
No Prior Market		The exchange notes will generally be freely transferable (subject to certain restrictions discussed in "The Exchange Offers") but will be a new issue of securities for which there will not initially be a market. Accordingly, there can be no assurance as to the development or liquidity of any market for the exchange notes. We do not intend to apply for a listing of the exchange notes on any securities exchange or automated dealer quotation system.

RISK FACTORS

        You should carefully consider the information set forth under the heading "Risk Factors" beginning on page 1820 of this prospectus before deciding to participate in the exchange offers.

 

 

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA

        The following tables set forth summary historical consolidated financial and operating data as of the dates and for the periods indicated. The historical consolidated statement of operations data presented below for the years ended December 31, 2013, 2012 and 2011 and the historical consolidated balance sheet data as of December 31, 2013 and 2012 have been derived from, and should be read together with, our audited consolidated financial statements and the related notes thereto included elsewhere in this prospectus, which statements have been audited by KPMG LLP, whose report on our audited consolidated financial statements is included in this prospectus. The historical consolidated statement of operations data presented below for the years ended December 31, 2010 and 2009 and the historical consolidated balance sheet data as of December 31, 2011, 2010 and 2009 have been derived from our audited consolidated financial statements not included in this prospectus. The historical consolidated balance sheet data as of March 31, 2014 and the historical consolidated statement of operations data for the three months ended March 31, 2014 and 2013 have been derived from, and should be read together with, our unaudited consolidated financial statements included elsewhere in this prospectus. The historical consolidated balance sheet data as of March 31, 2013 has been derived from our unaudited consolidated financial statements not included in this prospectus. In the opinion of management, such unaudited financial data contains all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of such unaudited consolidated financial data. The historical results presented below are not necessarily indicative of the results to be expected for any future period and should be read in conjunction with "Selected Historical Consolidated Financial and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of

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Operations" and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

		For the Year Ended December 31,																For the Year Ended December 31,															For the Three Months Ended March 31,
		2009			2010			2011			2012			2013				2013			2012			2011			2010			2009			2014			2013
Statement of Operations Data (in thousands):
Operating Revenues:
Investment advisory fees from assets under management		$	608,655		$	733,518		$	973,900		$	991,729		$	977,414			$	977,414		$	991,729		$	973,900		$	733,518		$	608,655		$	245,131		$	245,035
Income from CLOs/CDOs			11,661			13,291			19,255			33,398			50,830				50,830			33,398			19,255			13,291			11,661			11,009			10,647
Product distribution			16,127			20,519			20,217			21,678			20,625				20,625			21,678			20,217			20,519			16,127			3,804			5,262
Performance fees/other revenue			41,880			24,821			15,839			57,168			27,476				27,476			57,168			15,839			24,821			41,880			1,407			2,091
​
Total operating revenues			678,323			792,149			1,029,211			1,103,973			1,076,345				1,076,345			1,103,973			1,029,211			792,149			678,323			261,351			263,035
Operating Expenses:
Compensation and benefits			273,567			329,712			432,830			472,854			468,914				468,914			472,854			432,830			329,712			273,567			116,632			116,987
Advertising and promotional costs			5,898			9,030			12,881			15,134			13,643				13,643			15,134			12,881			9,030			5,898			3,800			3,600
Intangible asset impairment			—			—			—			586,715			—				—			586,715			—			—			—			—			—
All other operating expenses			248,590			270,311			303,033			344,644			279,941				279,941			344,644			303,033			270,311			248,590			63,041			68,312
​
Total operating expenses			528,055			609,053			748,744			1,419,347			762,498				762,498			1,419,347			748,744			609,053			528,055			183,473			188,899
Other Operating—Contingent Consideration			—			—			—			(29,300	)		87,200				87,200			(29,300	)		—			—			���			1,000			6,500
Other Income/(Expense)			16,540			42,445			29,975			(120,051	)		(96,791	)			(96,791	)		(120,051	)		29,975			42,445			16,540			2,714			320
Net Interest Expense			(306,642	)		(309,552	)		(320,416	)		(340,270	)		(283,759	)			(283,759	)		(340,270	)		(320,416	)		(309,552	)		(306,642	)		(65,934	)		(80,414	)
Consolidated VIEs and funds, net			135,273			109,787			(16,472	)		(72,921	)		11,862				11,862			(72,921	)		(16,472	)		109,787			135,273			(14,760	)		8,634
Income/(Loss) Before Taxes			(4,561	)		25,776			(26,446	)		(877,916	)		32,359				32,359			(877,916	)		(26,446	)		25,776			(4,561	)		(1,103	)		(3,824	)
Income Tax Expense/(Benefit)			(40,133	)		(25,733	)		(6,291	)		(240,730	)		(42,385	)			(42,385	)		(240,730	)		(6,291	)		(25,733	)		(40,133	)		9,000			(5,047	)
​
Net Income/(Loss)			35,572			51,509			(20,155	)		(637,186	)		74,744				74,744			(637,186	)		(20,155	)		51,509			35,572			(10,103	)		1,223
​
Less: Net Income/(Loss) attributable to Noncontrolling Interests			1,653			87,426			(7,171	)		(66,188	)		29,516				29,516			(66,188	)		(7,171	)		87,426			1,653			(12,121	)		10,367
Net Income/(Loss) attributable to Nuveen Investments		$	33,919		$	(35,917	)	$	(12,984	)	$	(570,998	)	$	45,228			$	45,228		$	(570,998	)	$	(12,984	)	$	(35,917	)	$	33,919		$	2,018		$	(9,144	)
​																																							​
Balance Sheet Data, at period end (in thousands):
Cash and cash equivalents(1)		$	290,085		$	127,714		$	212,258		$	290,289		$	324,717			$	324,717		$	290,289		$	212,258		$	127,714		$	290,085		$	250,224		$	225,114
Total assets(1)			6,249,049			5,992,041			6,863,251			6,263,226			6,298,190				6,298,190			6,263,226			6,824,842			5,981,423			6,249,049			6,234,635			6,220,530
Total debt, including current portion(1)(2)			3,984,831			3,694,588			4,034,366			4,419,990			4,482,668				4,482,668			4,419,990			4,034,366			3,694,588			3,984,831			4,484,254			4,416,018
Total Nuveen Investments' shareholders' equity(1)			968,121			1,005,512			980,166			396,107			452,405				452,405			396,107			980,166			1,005,512			968,121			445,240			383,342

 

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RISK FACTORS

        You should carefully consider the following risk factors and all other information contained in this prospectus before participating in the exchange offers. The risks and uncertainties described below are not the only risks facing us and your investment in the exchange notes. Additional risks and uncertainties that we are unaware of, or those we currently deem immaterial, also may become important factors that affect us. The following risks could materially and adversely affect our business, prospects, financial condition, cash flows or results of operations.

Risks Related to the Exchange Offers

If you choose not to exchange your outstanding notes in the exchange offers, the transfer restrictions currently applicable to your outstanding notes will remain in force and the market price of your outstanding notes could decline.

        If you do not exchange your outstanding notes for exchange notes in the exchange offers, then you will continue to be subject to the transfer restrictions on the outstanding notes as set forth in the offering memoranda distributed in connection with the private offerings of the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the applicable registration rights agreements, we do not intend to register resales of the outstanding notes under the Securities Act.

        The tender of outstanding notes under the exchange offers will reduce the remaining principal amount of the outstanding notes, which may have an adverse effect upon and increase the volatility of, the market price of the outstanding notes due to reduction in liquidity.

Your ability to transfer the exchange notes may be limited by the absence of an active trading market, and an active trading market may not develop for the exchange notes.

        The exchange notes are a new issue of securities for which there is no established trading market. We do not intend to have the exchange notes listed on a national securities exchange or to arrange for quotation on any automated quotation system. Therefore, we cannot assure you as to the development or liquidity of any trading market for the exchange notes. The liquidity of any market for the exchange notes will depend on a number of factors, including:

•

the number of holders of exchange notes;



•

our operating performance and financial condition;



•

the market for similar securities;



•

the interest of securities dealers in making a market in the exchange notes; and



•

prevailing interest rates.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. The market, if any, for the exchange notes may face similar disruptions that may adversely affect the prices at which you may sell your exchange notes. Therefore, you may not be able to sell your exchange notes at a particular time and the price that you receive when you sell may not be favorable.

You may not receive the exchange notes in the exchange offer if the exchange offer procedures are not properly followed.

        We will issue the exchange notes in exchange for your outstanding notes only if you properly tender the outstanding notes before expiration of the exchange offers. Neither we nor the exchange

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agent are under any duty to give notification of defects or irregularities with respect to the tenders of the outstanding notes for exchange. If you are the beneficial holder of outstanding notes that are held through your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender such notes in the exchange offers, you should promptly contact the person through whom your outstanding notes are held and instruct that person to tender on your behalf.

Broker-dealers may become subject to the registration and prospectus delivery requirements of the Securities Act and any profit on the resale of the exchange notes may be deemed to be underwriting compensation under the Securities Act.

        Any broker-dealer that acquires exchange notes in the exchange offer for its own account in exchange for outstanding notes which it acquired through market-making or other trading activities must acknowledge that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that broker-dealer. Any profit on the resale of the exchange notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the Securities Act.

Risks Related to Our Business

The level and composition of our assets under management, which each impact revenue, are subject to significant fluctuations.

        We derive substantially all of our revenues from the fees we earn under our investment advisory contracts. Under these contracts, the investment advisory fees we receive are typically based on the market value of our assets under management and, to a much lesser extent, our investment performance. Changes in the level of our assets under management are primarily the result of changes in the market value of our assets under management and our investment product net flows, which represent sales/reinvestments (inflows) minus redemptions/withdrawals (outflows).

        Numerous factors, including movements in equity, debt and alternative investment asset prices, interest rates or foreign exchange rates, could cause the market value of our assets under management to decline. These movements can occur on a daily basis and over longer periods as a result of a variety of factors, including national and international economic and political events and broad trends in business and finance. Increases in interest rates from their historically low present levels may adversely affect the value of both fixed income and equity securities. Increases in interest rates may have a magnified adverse effect on our leveraged closed-end funds. The value of fixed income securities may also decline as a result of issuer-specific or market-wide credit risk concerns. For example, during 2013, the Detroit bankruptcy filing and Puerto Rico's economic and financial problems contributed to a general increase in municipal credit risk concerns that adversely affected the price of municipal bonds, which comprise a significant portion of our assets under management.

        The level of our assets under management may also decline as a result of client redemptions/withdrawals exceeding sales/reinvestments. Our clients may terminate our investment advisory contracts or reduce their investments upon short or no notice. In addition, investors in the mutual funds and certain other pooled investment vehicles that we advise can redeem their investments in those funds at any time without prior notice. Clients may make these decisions for any number of reasons. For example, clients may withdraw funds in reaction to adverse market conditions, withdraw funds in favor of products that they perceive offer greater opportunity than our products, rebalance assets away from the types of products that we manage into products that we do not manage or rebalance assets away from products that earn higher fees into products with lower fees.

        Although our investment advisory fee revenues generally increase with a rise in the level of our assets under management, our revenues per dollar of assets under management can vary based on factors such as the type of asset managed by us, the type of client, the type of asset management

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product or service provided and the fee schedule of the asset manager providing the service. A shift in the mix of our assets under management from higher revenue-generating assets to lower revenue-generating assets may result in a decrease in our revenues even if our aggregate level of assets under management remains unchanged or increases. If our investment advisory fee revenues decrease as a result of a decline in the level of our assets under management and/or a shift in the composition of our assets under management to lower revenue-generating assets without a commensurate reduction in our expenses, our earnings will be reduced and our business will be negatively affected.

Difficult market conditions can adversely affect our business in many ways, including by reducing the value of our assets under management and causing clients to withdraw funds, each of which could materially reduce our revenues and adversely affect our financial condition.

        A large portion of our revenues is derived from the fees we earn under our investment advisory contracts. Under these contracts, the investment advisory fees we receive are typically based on the market value of assets under management and, to a much lesser extent, investment performance. The market value of our assets under management may decline due to any number of factors beyond our control, including, among others, a declining stock market, rising interest rates, general economic downturn, political uncertainty or acts of terrorism. Furthermore, our clients may terminate our investment advisory contracts or reduce their investments upon short or no notice for any reason, including adverse market conditions. Our assets under management may also decrease as a result of investors in the mutual funds we advise redeeming their investments in those funds in response to adverse market conditions. These investors may redeem without prior notice and for any reason.

        In periods of difficult market conditions, we may experience accelerated client redemptions or withdrawals which, along with market depreciation, could materially reduce the market value of our assets under management. For example, the global economic environment deteriorated sharply in 2008, particularly in the third and fourth quarters, and in the first quarter of 2009, with virtually every class of financial asset and geographic market experiencing significant price declines and volatility. As a result of market depreciation and net redemptions,outflows, our assets under management decreased from $164.3 billion at December 31, 2007 to $115.3 billion at March 31, 2009.2009, a decrease of 30%. When compared with the three months ended December 31, 2007, our operating revenues and Adjusted EBITDA for the three months ended March 31, 2009 decreased $61 million, or 29%, and $32 million, or 29%, respectively. Although our assets under management have increased to $220.5$224.6 billion at DecemberMarch 31, 2013,2014, there is no guarantee that our assets under management will similarly rebound in the event of another downturn. If any of these factors cause a decline in our assets under management, it would result in lower revenues from investment advisory fees. If our revenues decline without a commensurate reduction in our expenses, our net income will be reduced and our business will be negatively affected.

Fluctuations in equity markets may adversely affect our business.

        As of December 31, 2013, approximately 35% of our assets under management were equity assets. As noted above, there have been substantial fluctuations in price levels in securities markets in recent years, including equity markets. These fluctuations can occur on a daily basis and over longer periods as a result of a variety of factors, including national and international economic and political events,

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broad trends in business and finance, and interest rate movements. Reduced equity market prices generally may result in lower levels of assets under management and the loss of, or reduction in, incentive and performance fees, each of which will result in reduced revenues. Periods of reduced equity market prices may adversely affect our profitability if we do not reduce our fixed costs to offset such reduced revenues.

Fluctuations in interest rates may adversely affect our business.

        As of December 31, 2013, approximately 54% of our assets under management were credit based strategies. Increases in interest rates from their present levels may adversely affect the values of fixed income securities. Increases in interest rates may have a magnified adverse effect on our leveraged closed-end funds. The value of fixed income securities may also decline as a result of the issuer's actual or perceived creditworthiness or ability to meet its obligations. During 2008, particularly in the fourth quarter of 2008, there were several disruptions in the credit markets and periods of illiquidity. This resulted in a decline in the value of the fixed income securities that we managed reducing our assets under management. Although fixed income securities markets have stabilized, these conditions could recur.

        Fluctuations in interest rates may also have a significant impact on securities markets generally, which may adversely affect the market value of our assets under management invested in equity securities.

Poor investment performance by our investment products and services may adversely affect our assets under management and financial results, along with our ability to market future product and service offerings.

        The performance of our investment products and services is critical in retaining existing client assets under management as well as attracting new client assets. Our investment products and services can perform poorly for a number of reasons, including general market conditions, investment decisions that we make and the performance of the companies in which our investment products invest. If our investment products and services perform poorly, our earnings could decline because:

•

our existing clients may withdraw funds from our investment products or terminate their relationships with us, which would cause the revenues that we generate from investment advisory fees to decline;



•

our ability to earn performance fees under certain of our investment advisory contracts will be reduced or diminished;



•

the Morningstar and Lipper ratings and rankings of mutual funds we manage may decline, which may adversely affect the ability of those funds to attract new or retain existing assets; or



•

third-party financial intermediaries, advisors or consultants may rate our investment products poorly, which may lead our existing clients to withdraw funds from our investment products or reduce asset inflows from these third parties or their clients.

        While clients do not have legal recourse against us solely on the basis of poor investment results, if our investment products and services perform poorly, we are more likely to become subject to litigation brought by dissatisfied clients. In addition, to the extent clients are successful in claiming that their losses resulted from fraud, negligence, willful misconduct, breach of contract or other similar misconduct, these clients may have remedies against us and/or our investment professionals under federal securities laws and/or state law.

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Performance-based fee arrangements may increase the volatility of our revenues.

        A portion of our revenues is derived from performance fees. We earn performance fees when investment performance on certain institutional accounts and private funds exceeds a contractual threshold. If the investment performance does not exceed such threshold for a particular period, we will not generate a performance fee for that period and, if the threshold is based on cumulative returns, our ability to earn performance fees in future periods may be impaired. As of March 31, 2014, approximately 3% of our assets under management were in accounts or products that are eligible to earn performance fees. Our performance fee revenue for the years ended December 31, 2013, 2012 and 2011 was $22.1 million, $51.9 million and $8.8 million, representing 2%, 5% and 1% of our total revenues, respectively, and for the three months ended March 31, 2014 and 2013 was $3.7 million and $4.8 million, representing 1% and 2% of our total revenues, respectively. An increase or decrease in performance fees, or in performance-based fee arrangements with our clients, could create greater fluctuations in our revenues.

The loss of key investment professionals or members of our senior management team could have a material adverse effect on our business.

        We depend on the skills and expertise of our investment professionals. Our success depends on our ability to retain the key members of our investment teams, who possess substantial experience in investing and have been primarily responsible for the historically strong investment performance we have achieved. In particular, we depend on our portfolio managers. Because of the long tenure and stability of our portfolio managers, our clients generally attribute the investment performance we have achieved to these individuals. While we have generally experienced very few departures among our portfolio managers, there can be no assurance that this stability will continue in the future. The departure of a portfolio manager could cause clients to withdraw funds from the investment products he or she manages, which would reduce our assets under management. For example, on March 14, 2012, we announced the departure of the Co-President and Chief Investment Officer of Tradewinds, which focuses on global equity investment products. As a result of this departure, we experienced a significant increase in redemptions on global/international value style products managed by Tradewinds. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Net Flows."

        A reduction in assets under management resulting from the loss of key investment professionals will result in a decline in investment advisory fees and, if we were not able to reduce our expenses sufficiently, our net income, and these reductions could be material. The departure of an investment product's portfolio manager also could cause clients to refrain from allocating additional funds to such investment product or delay such additional funds until a sufficient track record under a new portfolio manager or managers has been established. This would have a negative effect on the future growth of our assets under management. Because certain of our portfolio managers contribute significantly to our revenues and net income, the loss of even a small number of them could have a disproportionate impact on our business.

        The market for qualified investment, management, marketing and client service professionals is extremely competitive and we may fail to successfully attract and retain qualified personnel in the future. Due to the competitive market for these professionals and the success of some of our personnel, our costs associated with providing compensation incentives necessary to attract and retain key personnel are significant and will likely increase over time. Although we intend for overall compensation levels to remain competitive, we may not be successful in designing and implementing an attractive compensation model. Any cost-reduction initiative or adjustments or reductions to compensation could negatively impact our ability to retain key personnel. In addition, changes to our management structure, corporate culture and corporate governance arrangements could negatively impact our ability to retain key personnel.

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        We also depend on the contributions of our senior management team led by John P. Amboian, our Chief Executive Officer. In addition, our senior marketing and client service personnel have direct contact with our institutional clients and consultants and other key individuals within each of our distribution channels. The loss of any of these key professionals could limit our ability to successfully execute our business strategy and may prevent us from sustaining the historically strong financial and operational performance we have achieved or adversely affect our ability to retain existing and attract new client assets and related revenues.

We face substantial competition in the investment management business.

        The asset management industry in which we are engaged is extremely competitive, and we face substantial competition in all aspects of our business. We compete with numerous international and domestic asset management firms and broker-dealers, mutual fund companies, hedge funds, commercial banks, insurance companies and other investment companies and financial institutions. Many of these

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organizations offer products and services that are similar to, or compete with, those offered by us, and some have substantially more personnel and greater financial resources and/or assets under management than we do. Some of our competitors have proprietary products and distribution channels that may make it more difficult for us to compete with them.

        A sizable number of new asset management firms and mutual funds have been established in the last ten years, increasing our competition. In addition, the asset management industry has experienced consolidation as numerous asset management firms have either been acquired by other financial services firms or have ceased operations. In many cases, this has resulted in firms having greater financial resources than us. In addition, a number of heavily capitalized companies, including commercial banks and foreign entities, have made investments in and acquired asset management firms. Access to brokerage firms' retail distribution systems, "wrap fee" retail managed account programs, and mutual fund and other distribution channels has also become increasingly competitive. All of these factors could make it more difficult for us to compete and no assurance can be given that we will be successful in competing and growing or maintaining our assets under management and business. If clients and potential clients decide to use the services of competitors, it could reduce our revenues and growth rate, and if our revenues decrease without a commensurate reduction in our expenses, our net income will be reduced.

        In addition, in part as a result of the substantial competition in the asset management industry, there has been a trend toward lower fees in some segments of the asset management business. In order for us to maintain our fee structure in a competitive environment, we must be able to provide clients with investment returns and service that will encourage them to be willing to pay such fees. There can be no assurance that we will be able to maintain our current fee structure or provide our clients with attractive investment returns, or that we will be able to develop new products that are desirable to the market or our distribution partners. Fee reductions on existing or future business could have an adverse impact on our revenue and profitability.

The historical returns of our existing investment products may not be indicative of their future results or of the investment products we may develop in the future.

        We have presented ratings and rankings of our investment products based on the historical returns of our existing investment strategies elsewhere in this prospectus. The historical returns of our products and the ratings and rankings we or the mutual funds that we advise have received in the past should not be considered indicative of the future results of these products or of any other products that we may develop in the future. The investment performance we achieve for our clients varies over time and the variance can be wide. The ratings and rankings we or the mutual funds we advise have received are typically revised monthly. The historical performance and ratings and rankings presented herein are as of December 31, 2013such date and for such periods then ended.ended as are identified herein. The performance we have

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achieved and the ratings and rankings received at subsequent dates and for subsequent periods may be higher or lower and the difference could be material. Our products' returns have benefited during some periods from investment opportunities and positive economic and market conditions. In other periods, such as in 2008, the first quarter of 2009 and the second quarter of 2010, general economic and market conditions have negatively affected investment opportunities and our products' returns. These negative conditions may occur again, and in the future we may not be able to identify and invest in profitable investment opportunities within our current or future products.

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Our business relies on third-party distributors who may choose not to sell or recommend our products or who may increase the costs of distribution.

        Our ability to distribute our products is highly dependent on access to the client base of financial advisors that also offer competing investment products. Financial advisors who recommend our products may reduce or eliminate their involvement in marketing our products at any time, or may elect to emphasize the investment products of competing sponsors, or the proprietary products of their own firms. In addition, financial advisors 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 us. Further, expenses associated with maintaining access to third-party distribution programs may increase in the future as a result of efforts by distribution firms to defray a portion of their costs of internal customer account related services in connection with their customers' investments in our products. Finally, a financial advisors's ability to distribute our mutual funds is subject to the continuation of a selling agreement between the firm with which the advisor is affiliated and us. We cannot be sure that we will continue to gain access to these financial advisors. The inability to have this access could have a material adverse effect on our business.

        The firms through which we distribute closed-end funds charge structuring fees in connection with bringing closed-end funds to market. These fees have significantly increased our costs for new closed-end funds, thereby reducing our margins on these products.

Our efforts to establish new investment teams and products may be unsuccessful and could negatively impact our results of operations and our reputation.

        As part of our growth strategy, we may seek to take advantage of opportunities to add new investment teams. To the extent we are unable to recruit and retain investment teams that will complement our existing business model, we may not be successful in further diversifying our investment products and client assets, any of which could have a material adverse effect on our business and future prospects. In addition, the costs associated with establishing a new team and investment strategy initially will exceed the revenues they generate. Substantial risk and uncertainties are associated with the introduction of new products and services, including the implementation of new and appropriate operational controls and procedures, shifting client and market preferences, the introduction of competing products or services and compliance with regulatory requirements. If any such new products perform poorly and fail to attract sufficient assets to manage, our results of operations will be negatively impacted. In addition, a new product's poor performance may negatively impact our reputation and the reputation of our other investment products within the investment community.

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The investment products managed by us may make significant investments in international markets, which involve foreign currency exchange, tax, political, social and economic uncertainties and risks.

        The investment products we manage may invest significant funds in international markets. Fluctuations in foreign currency exchange rates could negatively affect the returns of our clients who are invested in these products. In addition, an increase in the value of the U.S. dollar relative to non-U.S. currencies is likely to result in a decrease in the U.S. dollar value of our non-U.S. assets under management, which, in turn, could result in lower revenue since we reportbecause our financial results infees are generally based on a percentage of U.S. dollars.dollar denominated assets under management. Investments in non-U.S. issuers may also be affected by tax positions taken in countries or regions in which we are invested as well as political, social and economic uncertainty. Declining tax revenues may cause governments to assert their ability to tax the local gains and/or income of foreign investors (including our clients), which could adversely affect clients' interests in investing outside their home markets. Many financial markets are not as developed, or as efficient, as the U.S. financial markets, and, as a result, those markets may have limited liquidity and higher price volatility. Liquidity may also be adversely affected by political or economic events within a particular country, and our ability to dispose of an investment may also be adversely affected if we increase the size of our investments in smaller non-U.S. issuers. Non-U.S. legal and regulatory environments, including financial accounting standards and practices, may also be different, and there may be less publicly available information about non-U.S. companies. The risks associated with these factors could adversely affect

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the performance of our products that are invested in international markets resulting in lower levels of assets under management and the loss of, or reduction in, incentive and performance fees, each of which will result in reduced revenues. These risks may be particularly acute in the emerging or less developed markets in which we invest.

If our asset mix changes, our revenues and operating margins could be reduced.

        Our assets under management can generate different revenues per dollar of assets under management based on factors such as the type of asset managed by us, the type of client, the type of asset management product or service provided and the fee schedule of the asset manager providing the service. A shift in the mix of our assets under management from higher revenue-generating assets to lower revenue-generating assets may result in a decrease in our revenues even if our aggregate level of assets under management remains unchanged or increases.

Our business is subject to extensive regulation, and compliance failures and changes in laws and regulations could adversely affect us.

        Our business is subject to complex and extensive regulation by various regulatory authorities, including foreign and domestic governmental agencies and self-regulatory organizations. This regulatory environment may be altered without notice by new laws or regulations, arising under federalrevisions to existing regulations or new interpretations or guidance. Changes in these laws or regulations could have a material adverse impact on our business, our profitability and state securities laws, rules promulgated by the SECmode of operations, and the Commodity Futures Trading Commission ("CFTC"), and the rulescould require that we incur substantial cost or curtail our operations or investment offerings. Regulatory authorities may also conduct examinations or inspections of certain self-regulatory organizations, including FINRA and the National Futures Association.our operations. Our failure to comply with applicable laws regulations or rules of self-regulatory organizations could cause regulatory authorities to institute proceedings against us or our subsidiaries andregulations could result in disciplinary or enforcement action with penalties that may include the impositiondisgorgement of sanctions ranging from censurefees, fines, suspensions of individual employees, limitations or restrictions on our engaging in the investment management business for specified periods of time, the revocation of the registrations necessary to conduct our business, or other censures. Even in the absence of wrongdoing, regulatory inquiries or proceedings could cause substantial expenditures of time and finescapital and result in reputational damage. Global financial regulatory reform initiatives are likely to terminationcontinue to result in more stringent regulation of an investment adviser or broker-dealer's registrationthe financial services industry in which we operate, which could adversely affect our business. Due to the extensive laws and otherwise prohibiting an investment adviser from acting as an investment adviser. Changes in laws, regulations rules of self-regulatory organizations or in governmental policies,to which we are subject, we must devote substantial time, expense and unforeseen developments in litigation targeting the securities industry generally or us, could have a material adverse effecteffort to remaining current on, us. The impact of future accounting pronouncements could also have a material adverse effect upon us.

        In addition,and addressing, legal and regulatory compliance matters. Moreover, this effort extends to changes in regulationslaw or industry-wide or specifically targeted regulatory or court decisionsregulation that are not directly applicable to us but which may require us to reducealter the markets for the assets we manage and therefore have an indirect impact upon our fee levels, or restructurebusiness.

        Each of our investment management subsidiaries, including NAM, Symphony, NWQ, Santa Barbara, Tradewinds, Winslow Capital and Gresham, is registered with the fees we charge. For example, distribution fees paid to mutual fund distributors in accordanceSEC under the Investment Advisers Act. The Investment Advisers Act imposes numerous obligations on registered investment advisers, including fiduciary duties, recordkeeping, operating and marketing requirements, disclosure obligations and prohibitions on fraudulent activities. Each of the Nuveen funds is registered with Rule 12b-1the

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SEC under the Investment Company Act of 1940, as amended (the "Investment Company Act"), are a significant elementwhich imposes similar obligations, as well as additional detailed operational and compliance requirements on investment advisers to registered funds. The failure of revenues for a numberany of the mutual funds that we manage. There have been suggestions from regulatory agencies and other industry participants that Rule 12b-1 distribution fees in the mutual fund industry should be reconsidered and, potentially, reduced or eliminated. Any industry-wide reduction or restructuring of Rule 12b-1 distribution fees could have an adverse effect on our revenues and net income.

        Our investment adviserrelevant subsidiaries are registeredto comply with the SEC as investment advisers under the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"). The Investment Advisers Act imposes numerous obligations on registered investment advisers, including fiduciary, recordkeeping, operational and disclosure obligations. In light of recent allegations of fraud against certain other investment advisers, we anticipate substantially increased regulation of investment advisers.

        Each of our closed-end funds and open-end funds is registered with the SEC underor the Investment Company Act and the shares of each closed-end fund and open-end fund are registered withcould cause the SEC to institute proceedings and impose sanctions for violation of either of these acts, including censure, termination of an investment adviser's registration or prohibition to serve as advisers to SEC-registered funds, and could lead to litigation by investors in those funds or harm to the Company's reputation, any of which could cause our earnings to decline. In addition, our investment management subsidiaries are subject to ERISA and to regulations promulgated thereunder, insofar as they act as a "fiduciary" under ERISA with respect to benefit plan clients. ERISA and applicable provisions of the Securities Act. Each national open-end fund is qualifiedInternal Revenue Code impose duties on persons who are fiduciaries under ERISA, prohibit specified transactions involving ERISA plan clients and provide monetary penalties for sale (or not requiredviolations of these prohibitions. The failure of any of our relevant subsidiaries to be so qualified)comply with these requirements could result in all states insignificant penalties that could cause the United States and the District of Columbia. Each single-state open-end fund is qualified for sale (or not requiredCompany's earnings to be so qualified) in the state for which it is named and other designated states.

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        Our subsidiary, Nuveen Securities, LLC, is registered as a broker-dealer under the Exchange Act and is subject to regulation by the SEC, FINRA and federal and state agencies. Our broker-dealer subsidiary is subject to the SEC's net capital rules and certain state securities laws designed to enforce minimum standards regarding the general financial condition and liquidity of a broker-dealer. Under certain circumstances, these rules wouldcould limit our ability to make withdrawals of capital and receive dividends from our broker-dealer subsidiary. The securities industry is one of the most highly regulated in the United States, and failure to comply with the related laws and regulations can result in revocation of broker-dealer licenses, the imposition of censures or fines and the suspension or expulsion from the securities business of a firm, its officers or employees.

        In February 2012, the CFTC adopted amendments to existing rules that have subjected certain of our mutual funds, closed-end funds and certain other products we sponsor that invest in futures, swaps or other derivatives to regulation by the CFTC as commodity pools. Certain of our subsidiaries, including Gresham, are registered as Commodity Pool Operators and Commodity Trading Advisors with the CFTC and are subject to regulation by the National Futures Association. We will incur ongoing costs associated with monitoring compliance with the CFTC registration and exemption obligations and complying with the periodic reporting requirements of Commodity Pool Operators.

        Our investment management subsidiaries are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and to regulations promulgated thereunder, insofar as they act as a "fiduciary" under ERISA with respect to benefit plan clients. ERISA and applicable provisions of the Internal Revenue Code of 1989, as amended (the "Internal Revenue Code"), impose duties on persons who are fiduciaries under ERISA, prohibit specified transactions involving ERISA plan clients and provide monetary penalties for violations of these prohibitions. The failure of any of our relevant subsidiaries to comply with these requirements could result in significant fines or other penalties that could cause the Company's earnings to decline.

        Changes in regulations or industry-wide or specifically targeted regulatory or court decisions may require us to reduce our fee levels, or restructure the fees we charge. There have been suggestions from regulatory agencies and other industry participants that Rule 12b-1 distribution fees in the mutual fund industry should be reconsidered and, potentially, reduced or eliminated. Any industry-wide reduction or restructuring of Rule 12b-1 distribution fees could have an adverse effect on our revenues and net income.

        A change in the tax-exempt treatment of income from municipal bonds, which accounts for a substantial portion of our assets under management, because of, among other things, unfavorable changes in federal or state tax laws or adverse interpretations by the IRS or state tax authorities, could have an adverse effect upon demand for our municipal bond investment products and services and the value of our assets under management consisting of municipal bonds. Changes in the status of tax deferred retirement plan investments, the capital gains and corporate dividend tax rates, and other individual and corporate tax rates and regulations could also affect investor behavior and cause investors to view certain investment offerings less favorably, thereby decreasing our assets under management.

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        On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act as amended (the "Dodd-Frank Act"), which imposes significant new regulations on almost every aspect of the U.S. financial services industry, including aspects of our business and the markets in which we operate. The Dodd-Frank Act has and will likely continue to increase our regulatory compliance burden and may have a material adverse effect on us by increasing the costs associated with our investment products and services. In addition, the Dodd-Frank Act may have an adverse impact on certain investments contained in the portfolios we manage by, among other things, causing a decrease in the market liquidity for such investments. Many of the provisions of the Dodd-Frank Act are subject to further rulemaking, implementation and, ultimately, the discretion of regulatory bodies. As a result, it is too early to fully assess the impact of the Dodd-Frank Act and subsequent regulatory rulemaking processes on our business, financial condition or results of operations.

        The Dodd-Frank Act charges the Federal Reserve with establishing enhanced regulatory requirements for nonbank financial institutions designated as "systemically important" by the Financial Stability Oversight Council. Should we or any of our affiliates (including, upon consummation of the Acquisition, TIAA) be designated a systemically important financial institution, we could be subject to these enhanced prudential, capital, supervisory and other requirements, which, individually or in the aggregate, could adversely impact our business and operations.

        Pursuant to the mandate of the Dodd-Frank Act, the CFTC and the SEC have promulgated rules that increase the regulation of over-the-counter derivatives markets. The implementing regulations require many types of derivatives that were previously traded over-the-counter to be executed in regulated markets and submitted for clearing to regulated clearinghouses. Complying with the new regulations may significantly increase the costs of derivatives trading on behalf of our clients.

        We also are spending time and money to comply with the requirements of the U.S. Foreign Account Tax Compliance Act.

If consummated, the proposed Acquisition by TIAA will result in the Company being subject to certain regulatory regimes applicable to TIAA, including those related to its insurance and thrift businesses.

        On April 13, 2014, Holdings and Parent entered into an agreement with TIAA pursuant to which TIAA agreed to purchase all of the issued and outstanding common stock of Parent, which would result in our becoming an indirect wholly-owned subsidiary of TIAA. See "Summary—Recent Events" for additional information regarding this transaction. TIAA was incorporated as a stock life insurance company in the State of New York in 1918 and is a licensed insurer in all 50 states, the District of Columbia and Puerto Rico. TIAA is subject to regulation by the New York Department of Financial Services. Upon consummation of the Acquisition, we would become indirectly subject to the insurance regulatory regime applicable to TIAA, which may result in, among other things, additional reporting requirements and the regulation of transactions between us and TIAA and its insurance company affiliates.

        TIAA is registered as a grandfathered unitary savings and loan holding company under the Home Owners' Loan Act and is subject to the supervision and regulation of the Board of Governors of the Federal Reserve System (the "Federal Reserve"). Our acquisition by TIAA will result in our being deemed to be an affiliate of TIAA subject to most banking laws, regulations and orders that apply to TIAA, including the Volcker Rule (discussed below). Such banking regulation could limit the activities and the types of businesses that we may conduct. The Federal Reserve has broad supervision and enforcement authority over TIAA and its affiliates, which, following the Acquisition, will include us. This enforcement authority includes the power to prohibit regulated entities from conducting any activity that, in the Federal Reserve's opinion, is unauthorized or constitutes an unsafe or unsound practice, and to impose substantial fines and other penalties for violations. Being subject to Federal Reserve regulation and supervision could impose compliance costs related to examinations and

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reporting, and may put us at a competitive disadvantage because many of our competitors are not subject to these limitations.

        Provisions of the Dodd-Frank Act referred to as the "Volcker Rule" created a new section of the Bank Holding Company Act of 1956 (as amended, the "BHC Act") that places limitations on the ability of banks and their affiliates to engage in proprietary trading and to invest in and transact with certain private investment funds, including hedge funds, private equity funds and funds of funds (collectively "covered funds"). Final regulations implementing the Volcker Rule were issued on December 10, 2013; entities subject to the Volcker Rule must conform their activities to the requirements of the final implementing regulations no later than July 21, 2015, subject to the granting of extensions that are available in limited circumstances. The Volcker Rule includes provisions that will impact asset managers generally. Irrespective of whether the Acquisition by TIAA is consummated, the restrictions on proprietary trading in the Volcker Rule could impact the ability of our trading counterparties to make markets and provide liquidity in certain securities, which could have a negative impact on our ability to manage funds and client accounts that transact in those securities. In addition, because we would be treated as a subsidiary of a banking entity upon consummation of the Acquisition, we would be required to comply with the Volcker Rule. The Volcker Rule will limit our ability to invest in covered funds, require us to remove our name from the name of our sponsored covered funds, limit investments in covered funds by our employees, and we are likely to be required to establish a compliance program to ensure that our activities comply with the Volcker Rule, among other restrictions and requirements (including reporting requirements). Depending on the availability of statutory extensions, we could be required to sell certain seed capital investments that we hold, perhaps at a discount, depending on market conditions. These limitations and restrictions could disadvantage us against competitors that are not subject to the Volcker Rule.

Our business involves risk of being engaged in litigation thatLegal proceedings could increase our expensesadversely affect operating results, financial condition and reduce our net income.cash flows for a particular period.

        There hasMany aspects of our business involve substantial risks of legal liability. We and certain of our subsidiaries and employees have been an increased incidencenamed as defendants in various legal actions, including arbitrations, class actions and other litigation arising in connection with our activities or market events. Certain of litigation and regulatory investigations in the asset management industry in recent years, including customer claims as well as class action suits seeking substantial damages. In addition, we, along with other industry participants,our subsidiaries are subject to risks relatedperiodic examination and special inquiries by governmental and self-regulatory authorities, including the SEC, CFTC and FINRA. These examinations and inquiries could, if compliance failures or other violations are found, cause such authorities to institute proceedings and impose sanctions for violations, including censure, termination of an investment adviser's registration or prohibition to serve as adviser to SEC-registered funds, and could lead to litigation settlements and regulatory investigations arising from market events. Weby investors in those funds or harm to our reputation, any of which could becomecause our earnings to decline. Additionally, the investment funds that we manage may be involved in such litigation become or the subjectlaw suits, any of such a regulatory investigation, which could adversely affect us.potentially harm the investment returns of the applicable fund or result in our being liable to the funds for any resulting damages.

Investors in the mutual funds and certain other pooled investment vehicles that we advise can redeem their investments in those funds at any time without prior notice, which could adversely affect our earnings.

        Investors in the mutual funds that we advise or sub-advise may redeem their investments in those mutual funds at any time without prior notice and investors in certain other types of pooled investment vehicles that we advise or sub-advise may typically redeem their investments on fairly limited or no prior notice, thereby reducing the aggregate amount of our assets under management. These investors may redeem for any number of reasons, including general financial market conditions, the absolute or relative investment performance we have achieved, or their own financial condition and requirements. In a declining stock market or a rising interest-rate environment, the pace of redemptions could accelerate. Poor investment performance relative to other funds tends to result in decreased purchases

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and increased redemptions of fund shares. For the twelvethree months ended DecemberMarch 31, 2013,2014, we generated over 28%29% of our investment advisory fee revenues from advising mutual funds, and the redemption of investments in those funds would adversely affect our revenues and could have a material adverse effect on our earnings.

We derive a substantial portion of our revenues from contracts and relationships that may be terminated upon short or no notice.

        A substantial portion of our revenues is derived from the fees we earn under our investment advisory contracts. Our investment advisory contracts with SEC-registered fund clients may be terminated without penalty by the client upon 60 days' written notice. Furthermore, each registered fund's investment advisory contract must be approved annually by the board of the respective fund, including a majority of the board members who are not "interested persons" of our relevant advisory subsidiary or the fund, as defined in the Investment Company Act.

        Our investment advisory agreements with advisory clients, other than registered fund clients, generally provide that they can be terminated without penalty upon 60 days' written notice or less. These investment advisory agreements and client relationships may be terminated or not renewed for any number of reasons. The decrease in revenues that could result from the termination of a material client relationship or group of client relationships could have a material adverse effect on our business.

A change of control of our company could result in termination of our investment advisory agreements.

        Under the Investment Company Act, each of the investment advisory agreements for SEC-registered funds that we advise automatically terminates in the event of its assignment, as defined under the Investment Company Act. If such an assignment were to occur, we could continue to act as adviser to any such fund only if that fund's board and shareholders approved a new investment advisory agreement, except in the case of certain of the funds that we sub-advise for which only board approval would be necessary. In addition, under the Investment Advisers Act, each of the investment advisory agreements for the separate accounts we manage may not be assigned without the consent of the client. An assignment may occur under the Investment Company Act and the Investment Advisers Act if, among other things, the company undergoes a change of control.

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        MDP, by virtue of its right to effectively appoint a majority of our board of directorsOn April 13, 2014, TIAA entered into an agreement pursuant to Holdings' limited liability company agreement (through its affiliated investment funds),which it agreed to purchase all of the issued and outstanding common stock of Parent, which would result in a change of control of Nuveen Investments. See "Summary—Recent Events" for additional information regarding this transaction. See "Summary—Recent Events" for additional information regarding this transaction. Because we believe that consummation of the Acquisition is currentlylikely to be deemed to control our companyan assignment for purposes of the Investment Company Act and the Investment Advisers Act. If MDP ceases to so control our company, or if there were a changeAct, we are currently in the process of control at MDP, an assignment is likely to be deemed to have occurred and we will be required to seekseeking the necessary approvals for new registered fund investment advisory agreements and consents from our separate account clients. If an assignment occurs as a result of a change of control of our company, weWe cannot be certain that we will be able to obtain the necessary approvals from the boards and shareholders of the registered funds that we advise or the necessary consents from our separate account clients. The decrease in revenues that could result from a failure by us to obtain such approvals and consents could have a material adverse effect on our business.

Damage to our reputation or our failure to follow client guidelines could have an adverse effect on us.

        Maintaining the trust and confidence of clients and other market participants, and the resulting good reputation, is important to our business. Our reputation is vulnerable to many threats that can be difficult or impossible to control, and difficult and costly to remediate. Regulatory inquiries, employee misconduct and rumors, among other things, can substantially damage our reputation, even if they are baseless or satisfactorily addressed. Any damage to our reputation could impede our ability to attract

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and retain clients and key personnel, and lead to a reduction in the amount of our assets under management, any of which could have a material adverse effect on our revenues and net income.

        When clients retain us to manage assets or provide products or services on their behalf, they specify guidelines or contractual requirements that we are required to observe in the provision of our services. In addition, we are required to abide by certain conflict of interest policies and regulations. A failure to comply with these guidelines, contractual requirements, policies and regulations could result in damage to our reputation or to the client seeking to recover losses from us, reducing its assets that we manage or terminating its contract with us, any of which could have an adverse impact on our business.

We may explore strategic transactions, such as acquisitions of other companies, asset sales or a potential merger, and the expected benefits of such strategic transactions may not materialize, which may prevent us from implementing strategies to grow our business.

        The acquisition of complementary businesses has been and may continue to be an active part of our overall business strategy. There can be no assurance that we will find suitable acquisition candidates at acceptable prices, have sufficient capital resources to accomplish our strategy, obtain the necessary financing on satisfactory terms or be successful in entering into agreements for desired transactions. Successful completion of acquisitions, asset sales or any other strategic transaction we identify depends on a number of factors that are not entirely within our control, including our ability to negotiate acceptable terms, conclude satisfactory agreements and obtain all necessary regulatory approvals and investment advisory agreement consents. In addition, depending on how any such transaction is structured, there may be an adverse impact on our capital structure. We may incur significant costs arising from our efforts to engage in strategic transactions, and such costs may exceed the returns that we realize from a given transaction. Moreover, these expenditures may not result in the successful completion of a transaction.

        Acquisitions pose the risk that the acquired companies could lose customers or employees or could underperform relative to expectations. We could also experience financial or other setbacks or experience adverse accounting consequences in connection with an acquisition, such as the need to make large provisions against the acquired assets or to write down the acquired assets. In addition, we may not be able to effectively integrate the services, key personnel or businesses of acquired companies

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into our business, in which case the anticipated benefits of the transaction may not be realized fully or at all or may take longer to realize than expected.

The performance of our investment strategies or the growth of our assets under management may be constrained by unavailability of appropriate investment opportunities.

        The ability of our investment teams to deliver strong investment performance depends in large part on their ability to identify appropriate investment opportunities in which to invest client assets. If the investment team for any of our strategies is unable to identify sufficient appropriate investment opportunities for existing and new client assets on a timely basis, the investment performance of the products they manage could be adversely affected. In addition, if we determine that sufficient investment opportunities are not available for a product, we may choose to limit the growth of the product by limiting the rate at which we accept additional client assets for management under the product, closing the product to all or substantially all new investors or otherwise taking action to limit the flow of assets into the product. If we misjudge the point at which it would be optimal to limit access to or close a product, the investment performance of the product could be negatively impacted. The risk that sufficient appropriate investment opportunities may be unavailable is influenced by a number of factors, including general market conditions, but is particularly acute with respect to our products that focus on small-cap and emerging market investments, and is likely to increase as our assets under management increase, particularly if these increases occur very rapidly.

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Our business is subject to numerous operational risks, any of which could disrupt our ability to function effectively.

        We must be able to consistently and reliably obtain securities pricing information, process client and investor transactions and provide reports and other customer service to our clients and investors. Any failure to keep current and accurate books and records can render us liable to disciplinary action by governmental and self-regulatory authorities, as well as to claims by our clients. If any of our financial, portfolio accounting or other data processing systems do not operate properly or are disabled or if there are other shortcomings or failures in our internal processes, people or systems, we could suffer an impairment to our liquidity, a financial loss, a disruption of our businesses, liability to clients, regulatory problems or damage to our reputation. These systems may fail to operate properly or become disabled as a result of events that are wholly or partially beyond our control, including a disruption of electrical or communications services or our inability to occupy one or more of our buildings. In addition, our operations are dependent upon information from, and communications with, a number of third parties,party vendors for various services, including providers of fund administration, accounting, custodial, transfer agent, trading and operational problems atinvestment information services. The failure of any of our third parties mayparty vendors to fulfill their obligations could adversely affect our ability to carry on our business.

        Our operations rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks. Although we take protective measures and endeavor to modify them as circumstances warrant, our computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code, and other events that have a security impact. If one or more of such events occur, it potentially could jeopardize our or our clients' or counterparties' confidential and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our, our clients', our counterparties' or third parties' operations. We may be required to spend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance that we maintain.

        A disaster or a disruption in the infrastructure that supports our asset managers, or an event disrupting the ability of our employees to perform their job functions, including terrorist attacks or a disruption involving electrical communications, transportation or other services used by us or third

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parties with whom we conduct business, could have a material adverse impact on our ability to continue to operate our business without interruption. Significant portions of our business operations are concentrated in a few geographic areas, including Chicago, Minneapolis, Los Angeles, San Francisco and New York. Although we have disaster recovery programs in place, there can be no assurance that these will be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse us for our losses.

        In order to manage the significant risks inherent in our business, we must maintain effective policies, procedures and systems that enable us to identify, monitor and control our exposure to operational, legal and reputational risks. Our risk management methods may prove to be ineffective due to their design or implementation, or as a result of the lack of adequate, accurate or timely information or otherwise. If our risk management efforts are ineffective, we could suffer losses that could have a material adverse effect on our financial condition or operating results. Additionally, we could be subject to litigation, particularly from our clients, and sanctions or fines from regulators. Our techniques for managing risks in client portfolios may not fully mitigate the risk exposure in all economic or market environments, or against all types of risk, including risks that we might fail to identify or anticipate.

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Our controlling equity holder may have conflicts of interest with us or the holders of the notes in the future.

        Pursuant to the limited liability company operating agreement of Holdings, an investment fund affiliated with MDP is entitled to appoint a majority of the members of Holdings' board of managers, and therefore ultimately controls all of our affairs and policies, including the election of our board of directors, appointing members of our management, the approval of certain actions such as amending our charter, commencing bankruptcy proceedings and taking certain corporate actions (including, without limitation, incurring debt, issuing stock, selling assets and engaging in mergers and acquisitions). Investment funds affiliated with MDP own a significant amount of Holdings' equity interests and may have an incentive to increase the value of their investment or cause us to distribute funds at the expense of our financial condition, which may affect our ability to make payments on the notes. For more information see "Security Ownership of Certain Beneficial Owners and Management" and "Certain Relationships and Related Party Transactions." Additionally, MDP is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. MDP may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. So long as investment funds affiliated with MDP continue to own a significant amount of Holdings' equity interests and retain manager appointment rights pursuant to the limited liability company agreement of Holdings, MDP will continue to be able to strongly influence or effectively control our decisions.

        On April 13, 2014, Holdings and Parent entered into an agreement with TIAA pursuant to which TIAA agreed to purchase all of the issued and outstanding common stock of Parent, which would result in a change of control of Nuveen Investments. See "Summary—Recent Events" for additional information regarding this transaction. Upon consummation of the Acquisition, TIAA will be able to strongly influence or effectively control our decisions and may have an incentive to increase the value of their investment or cause us to distribute funds at the expense of our financial condition, which may affect our ability to make payments on the notes. Additionally, TIAA is in the investment management business and may compete directly or indirectly with us.

The indentures governing the notes allow us and our subsidiaries to engage in transactions with our affiliates subject to certain limitations set forth therein. See "Description of Notes—Certain Covenants—Transactions with Affiliates."

Risks Related to the Notes and Our Indebtedness

We are highly leveraged and our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.

        We are highly leveraged and have a substantial amount of indebtedness, which requires significant interest and principal payments. As of DecemberMarch 31, 2013,2014, we had approximately $4.5 billion in aggregate principal amount of indebtedness outstanding (excluding indebtedness at consolidated variable interest entities). Subject to the limits contained in the credit agreement governing our senior secured credit facility, the indentures governing the notes and our other debt instruments, we may be able to incur substantial additional debt from time to time to finance working capital, capital

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expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our substantial amount of indebtedness could increase.

        Our substantial amount of indebtedness could have important consequences to the holders of the notes, including:

•

making it more difficult for us to satisfy our obligations with respect to the notes and our other indebtedness;