8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 26, 2007

NUVEEN INVESTMENTS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-11123	36-3817266
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
Incorporation)
333 West Wacker Drive, Chicago, Illinois		60606
(Address of Principal Executive Offices)		(Zip Code)

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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

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

o Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.l4a-12)

o Pre-commencement communications pursuant to Rule l4d- 2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

o Pre-commencement communications pursuant to Rule l3e-4(c) under the Exchange Act (17 CFR 240.l3e-4(c))

Item 2.02. Results of Operations and Financial Condition.

     The following information is being furnished under Items 2.02 and 7.01 of Form 8-K: On July 26, 2007, Nuveen Investments, Inc. (the “Company”) issued a press release announcing the Company’s Second Quarter 2007 earnings. The text of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

     The information in Items 2.02 and 7.01 of this Report, including the information contained in Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Items 2.02 and 7.01 of this Report, including the information contained in Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure

     See Item 2.02 — “Results of Operations and Financial Condition” above.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

     99.1 Press release of Nuveen Investments, Inc. issued July 26, 2007 (furnished herewith)

SIGNATURE

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

NUVEEN INVESTMENTS, INC.
By:	/s/ John L. MacCarthy
	John L. MacCarthy
	Senior Vice President

Dated: July 26, 2007

Exhibit Index

Exhibit No.	Description
99.1	Press release of Nuveen Investments, Inc. issued July 26, 2007 (furnished herewith)

EX-99.1

FOR IMMEDIATE RELEASE	CONTACT: Chris Allen
ATTN: Business/Financial Editors	(312)917-8331
	christopher.allen@nuveen.com
	Natalie Brown
	(312)917-8077
	natalie.brown@nuveen.com

Nuveen Investments Reports 2nd Quarter Earnings
And Assets Under Management of $172 Billion

Chicago, IL, July 26, 2007— Nuveen Investments, Inc. (NYSE: JNC), a leading provider of diversified investment services, today reported second quarter earnings of $48.6 million, up 5% from the prior year. Second quarter earnings per share (diluted) were $0.58, an increase of 4% from a year ago. The Company’s second quarter operating revenues of $204.3 million increased 19% over the prior year with advisory fee income up 17% year over year. Current quarter results include approximately $9 million in structuring fees and related costs incurred on closed-end funds launched during the quarter, which adversely affected earnings per share by $0.07 on a fully-diluted basis.

Second quarter gross sales were $7.8 billion. Gross sales in the period were comprised of $2.6 billion in institutional separate accounts, $2.3 billion in retail managed accounts, $1.9 billion in mutual funds and $1.1 billion in closed-end funds. Net flows were $1.9 billion.

Total assets under management increased to $171.6 billion at June 30, 2007, from $149.0 billion a year ago and from $161.6 billion at the beginning of the year. The 15% increase in assets under management over the prior year was driven by $9.3 billion of net flows, $12.9 billion of market appreciation and $0.4 billion from the acquisition of HydePark Investment Strategies (“HydePark”). From the beginning of the year, assets under management increased by $10.0 billion due to $4.9 billion of net flows, $4.7 billion of market appreciation and $0.4 billion from the acquisition of HydePark.

Commenting on the Company’s results, John Amboian, CEO of Nuveen Investments, said, “We are pleased to report another quarter of high-quality growth in revenue, earnings, and assets under management. We continue to make solid progress toward our objective of building a world-class institutional investment foundation that leverages a highly-respected and scaled high-net-worth and retail product, relationship and service franchise. Institutional sales across our investment teams were $2.6 billion this quarter, with net flows of $1.4 billion.

“In retail managed accounts gross sales of $2.3 billion declined approximately 50% compared to the prior year driven by our decision last year to close our Tradewinds international offering to new investors in managed accounts. Net outflows of $1.3 billion for the quarter were the result of Rittenhouse outflows and redemptions in our closed investment strategies at NWQ and Tradewinds. We remain in a transition period in our retail managed account business as we continue to ramp up other strategies, incubate new strategies and redeploy existing capacity to higher fee private-client and institutional platforms and channels.

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Nuveen Investments Reports Record 2nd Quarter Earnings — Page 2

“We also continued our increased focus on mutual funds, which grew to over $20 billion in assets under management. Mutual fund sales for the quarter were a record $1.9 billion, a 23% increase compared to prior year. Net flows of $0.6 billion were somewhat softer than in recent quarters as a result of current quarter redemptions in our high-yield municipal fund and our international value fund due to rebalancing of asset-allocation portfolios by two broker-dealers. In addition, we raised approximately $850 million in April in a new multi-currency income closed-end fund offering, and in June we raised approximately $300 million in a new closed-end fund offering, the Nuveen Tax-Advantaged Dividend Growth Fund.

“Our broadening investment capabilities and our diversified asset base position us well for continued growth,” said Amboian. “We ended the quarter with equity assets accounting for 53% of our total assets and municipal and taxable income-oriented portfolios comprising 37% and 10% of our total assets, respectively.”

Nuveen Investments will make available today at 10 a.m. central time a pre-recorded call discussing its second quarter results. To access this pre-recorded call, please visit the investor relations section of the Company’s website at www.nuveen.com.

As previously announced, on June 20, 2007 the Company entered into an agreement to be acquired by private equity investors led by Madison Dearborn Capital Partners. Pursuant to this agreement and subject to the terms and conditions therein, each outstanding share of the Company’s common stock (other than dissenting shares) will be acquired for $65.00 in cash.

Nuveen Investments provides high-quality investment services designed to help secure the long-term goals of institutions and high-net-worth investors as well as the consultants and financial advisors who serve them. Nuveen Investments markets its growing range of specialized investment solutions under the high-quality brands of NWQ, Nuveen, Santa Barbara, Tradewinds, Rittenhouse and Symphony. In total, the Company manages $172 billion in assets as of June 30, 2007. Nuveen Investments is listed on the New York Stock Exchange and trades under the symbol “JNC.”

Certain statements made by the Company in this release are forward-looking statements. The Company’s actual future results may differ significantly from those anticipated in any forward-looking statements due to numerous factors. These include, but are not limited to, the effects of the substantial competition in the investment management business, including competition for access to brokerage firms’ retail distribution systems, the Company’s reliance on revenues from investment management contracts which renew annually, regulatory developments, accounting pronouncements, and other additional risks and uncertainties as set forth in the Company’s filings with the SEC. The Company undertakes no responsibility to update publicly or revise any forward-looking statements.

IMPORTANT LEGAL INFORMATION

Nuveen Investments, Inc. (Nuveen) intends to file with the SEC a proxy statement and other related documents regarding the proposed transaction described in this communication. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THE OTHER RELATED DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NUVEEN, THE PROPOSED TRANSACTION AND RELATED MATTERS. A definitive proxy statement will be sent to holders of Nuveen’s common stock seeking their approval of the proposed transaction. This communication is not a solicitation of a proxy from any security holder of Nuveen.

-more-

Nuveen Investments Reports Record 2nd Quarter Earnings — Page 3

Investors will be able to obtain the proxy statement and the other related documents (when they become available) and other documents filed with the SEC free of charge at the SEC’s website at www.sec.gov. In addition, a copy of the proxy statement (when it becomes available) may be obtained free of charge by directing a request to Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606, Attention of the General Counsel.

Nuveen, its directors and executive officers and certain other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Such persons may have interests in the proposed transaction, including as a result of holding options or shares of Nuveen’s common stock. Information regarding Nuveen’s directors and executive officers is available in the proxy statement filed with the SEC by Nuveen on April 6, 2007. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials filed or to be filed with the SEC.

###

Financial Table Follows

NUVEEN INVESTMENTS
CONSOLIDATED STATEMENTS OF INCOME
For the Year Ended December 31, 2006 and the Quarter Ended June 30, 2007
In thousands, except share data

	2006
	1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Total
REVENUES:
Investment advisory fees from assets under management (1)	$	156,275			168,923			176,925			183,725			685,847
Product distribution		1,237			733			1,697			1,077			4,745
Performance fees/other revenue		2,635			2,519			3,284			10,798			19,236
Total operating revenues		160,146			172,175			181,906			195,600			709,828
EXPENSES:
Compensation and benefits		53,821			59,646			72,911			77,307			263,686
Advertising and promotional costs		2,670			2,676			3,728			4,427			13,500
Occupancy and equipment costs		5,931			5,975			6,032			6,246			24,184
Amortization of intangible assets		1,673			2,798			1,995			1,967			8,433
Travel and entertainment		2,108			2,677			2,290			3,082			10,158
Outside and professional services		7,144			7,543			7,411			8,713			30,811
Minority interest expense		1,481			1,607			1,398			1,744			6,230
Other operating expenses		5,758			9,083			9,324			7,618			31,782
Total operating expenses		80,586			92,004			105,089			111,104			388,783
OTHER INCOME/(EXPENSE)		2,329			3,286			6,721			3,391			15,726
NET INTEREST EXPENSE		(8,345	)		(7,389	)		(6,678	)		(5,753	)		(28,166	)
INCOME BEFORE TAXES		73,544			76,068			76,859			82,134			308,605
INCOME TAXES:
Federal		24,122			24,950			24,901			25,975			99,948
State		4,560			4,716			5,775			5,925			20,976
Total income taxes		28,682			29,666			30,676			31,900			120,924
NET INCOME	$	44,862			46,402			46,183			50,234			187,680
AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING:
Basic		77,804			78,028			77,669			77,908			77,852
Diluted		83,044			83,069			82,934			83,401			83,148
EARNINGS PER SHARE:
Basic	$	0.58			0.59			0.59			0.64			2.41
Diluted	$	0.54			0.56			0.56			0.60			2.26

	2006
	1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Total
GROSS SALES (in millions):
Mutual funds	$	1,347			1,505			1,374			1,416			5,642
Managed accounts-retail		7,230			4,875			2,500			2,517			17,122
Managed accounts-institutional		1,532			2,581			2,450			2,183			8,747
Closed-end funds		—			226			369			—			595
Total funds and accounts	$	10,109			9,187			6,694			6,116			32,106
NET FLOWS (in millions):
Mutual funds	$	864			856			886			1,015			3,622
Managed accounts-retail		4,114			2,178			(454	)		(350	)		5,488
Managed accounts-institutional		932			1,811			1,590			1,275			5,607
Closed-end funds		(6	)		228			380			15			616
Total funds and accounts	$	5,903			5,072			2,402			1,955			15,332
MANAGED FUNDS AND ACCOUNTS (in millions):
ASSETS UNDER MANAGEMENT:
Beginning of period	$	136,117			145,017			148,994			154,167			136,117
Acquisition of HydePark accounts		—			—			—			—			—
Sales — funds and accounts		10,109			9,187			6,694			6,116			32,106
Dividend reinvestments		64			86			102			247			498
Redemptions and withdrawals		(4,269	)		(4,200	)		(4,394	)		(4,409	)		(17,272	)
Total net flows into funds and accounts		5,903			5,072			2,402			1,955			15,332
Appreciation/ (depreciation) of managed assets		2,997			(1,096	)		2,771			5,487			10,160
End of period	$	145,017			148,994			154,167			161,609			161,609
RECAP BY PRODUCT TYPE:
Mutual funds	$	15,398			16,133			17,407			18,532
Closed-end funds		51,813			51,388			52,791			52,958
Managed accounts-retail		53,651			55,277			55,633			58,556
Managed accounts - - institutional		24,154			26,195			28,335			31,563
Total assets under management	$	145,017			148,994			154,167			161,609
RECAP BY MANAGER:
Nuveen	$	75,005			75,072			77,195			78,328
NWQ		31,806			32,145			33,066			35,564
Rittenhouse		5,072			4,159			3,687			3,519
Santa Barbara		4,037			4,169			4,429			4,576
Symphony		6,247			6,870			7,168			7,651
Tradewinds		22,850			26,579			28,623			31,970
HydePark		—			—			—			—
Total assets under management	$	145,017			148,994			154,167			161,609
RECAP BY STYLE:
Equity-based	$	69,964			73,636			76,773			82,772
Municipals		60,585			60,643			62,765			63,751
Taxable income-oriented		14,468			14,715			14,629			15,086
Total assets under management	$	145,017			148,994			154,167			161,609

	2007
	1st Qtr			2nd Qtr			3rd Qtr		4th Qtr		Total
REVENUES:
Investment advisory fees from assets under management (1)	$	189,716			197,981			—		—		387,697
Product distribution		1,422			2,152			—		—		3,575
Performance fees/other revenue		5,689			4,133			—		—		9,822
Total operating revenues		196,827			204,266			—		—		401,093
EXPENSES:
Compensation and benefits		73,475			75,009			—		—		148,485
Advertising and promotional costs		3,391			4,258			—		—		7,648
Occupancy and equipment costs		6,741			6,638			—		—		13,379
Amortization of intangible assets		1,967			2,036			—		—		4,003
Travel and entertainment		2,185			2,676			—		—		4,861
Outside and professional services		8,005			8,387			—		—		16,393
Minority interest expense		2,335			2,043			—		—		4,377
Other operating expenses		7,673			18,434			—		—		26,106
Total operating expenses		105,772			119,481			—		—		225,253
OTHER INCOME/(EXPENSE)		1,314			2,054			—		—		3,368
NET INTEREST EXPENSE		(5,906	)		(6,536	)		—		—		(12,442	)
INCOME BEFORE TAXES		86,464			80,303			—		—		166,766
INCOME TAXES:
Federal		28,239			26,227			—		—		54,466
State		5,914			5,493			—		—		11,407
Total income taxes		34,153			31,720			—		—		65,873
NET INCOME	$	52,310			48,583			—		—		100,893
AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING:
Basic		77,965			78,306			—		—		78,137
Diluted		83,370			83,935			—		—		83,659
EARNINGS PER SHARE:
Basic	$	0.67			0.62			—		—		1.29
Diluted	$	0.63			0.58			—		—		1.21
GROSS SALES (in millions):
Mutual funds	$	1,682			1,859			—		—		3,540
Managed accounts-retail		2,759			2,260			—		—		5,019
Managed accounts-institutional		3,398			2,576			—		—		5,973
Closed-end funds		296			1,133			—		—		1,429
Total funds and accounts	$	8,134			7,827			—		—		15,961

	2007
	1st Qtr			2nd Qtr			3rd Qtr		4th Qtr		Total
NET FLOWS (in millions):
Mutual funds	$	1,015			621			—		—		1,636
Managed accounts-retail		(547	)		(1,253	)		—		—		(1,800	)
Managed accounts-institutional		2,249			1,390			—		—		3,639
Closed-end funds		316			1,147			—		—		1,463
Total funds and accounts	$	3,033			1,906			—		—		4,939
MANAGED FUNDS AND ACCOUNTS (in millions):
ASSETS UNDER MANAGEMENT:
Beginning of period	$	161,609			166,095			—		—		161,609
Acquisition of HydePark accounts		—			363			—		—		363
Sales — funds and accounts		8,134			7,827			—		—		15,961
Dividend reinvestments		103			108			—		—		210
Redemptions and withdrawals		(5,204	)		(6,029	)		—		—		(11,233	)
Total net flows into funds and accounts		3,033			1,906			—		—		4,939
Appreciation/ (depreciation)of managed assets		1,453			3,238			—		—		4,691
End of period	$	166,095			171,602			—		—		171,602
RECAP BY PRODUCT TYPE:
Mutual funds	$	19,584			20,160			—		—
Closed-end funds		53,091			53,423			—		—
Managed accounts-retail		58,713			59,495			—		—
Managed accounts-institutional		34,707			38,524			—		—
Total assets under management	$	166,095			171,602			—		—
RECAP BY MANAGER:
Nuveen	$	79,430			78,703			—		—
NWQ		36,277			38,599			—		—
Rittenhouse		3,333			3,235			—		—
Santa Barbara		4,583			5,040			—		—
Symphony		8,953			10,293			—		—
Tradewinds		33,518			35,316			—		—
HydePark		—			415			—		—
Total assets under management	$	166,095			171,602			—		—
RECAP BY STYLE:
Equity-based	$	85,531			90,752			—		—
Municipals		64,519			64,014			—		—
Taxable income-oriented		16,045			16,836			—		—
Total assets under management	$	166,095			171,602			—		—

(1) Advisory fee revenue will fluctuate based on the number of days in the quarter — In 2007, Q1 has 90 days, Q2 has 91 days, Q3 and Q4 have 92 days.