<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

For the quarterly period ended JUNE 30, 2005

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934.

For the transition period from _________________ to _________________

Commission file number 1-11123

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

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

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

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

                                   NO CHANGES
   (Former name, former address and former fiscal year, if changed since last
                                     report)

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

      Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act.) Yes [X[ No [ ]

      At August 2, 2005, there were 76,189,639 shares of the Company's Class A
Common Stock outstanding, $0.01 par value.

<PAGE>

                            NUVEEN INVESTMENTS, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                        Page No.
                                                                                                                        --------
<S>                                                                                                                     <C>
PART I. FINANCIAL INFORMATION

   ITEM 1. FINANCIAL STATEMENTS

        Consolidated Balance Sheets (Unaudited), June 30, 2005 and December 31, 2004                                        3

        Consolidated Statements of Income (Unaudited), Three Months Ended June 30, 2005 and 2004 Six Months Ended
            June 30, 2005 and 2004                                                                                          4

        Consolidated Statement of Changes in Common Stockholders' Equity (Unaudited), Six Months Ended June 30, 2005        5

        Consolidated Statements of Cash Flows (Unaudited), Six Months Ended June 30, 2005 and 2004                          6

        Notes to Consolidated Financial Statements (Unaudited)                                                              7

   ITEM 2

        Management's Discussion and Analysis of Financial Condition and Results of Operations                              15

   ITEM 3

        Quantitative and Qualitative Disclosures About Market Risk                                                         28

   ITEM 4

        Controls and Procedures                                                                                            29

PART II. OTHER INFORMATION

   Item 1 through Item 6                                                                                                   30

   Signatures                                                                                                              34
</TABLE>

<PAGE>

                          PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS

                            NUVEEN INVESTMENTS, INC.

                           CONSOLIDATED BALANCE SHEETS
                                    UNAUDITED
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                                                            JUNE 30,   DECEMBER 31,
                                                                                                              2005         2004
                                                                                                          ------------ ------------
<S>                                                                                                       <C>          <C>
ASSETS
   Cash and cash equivalents                                                                              $   106,613  $   209,360
   Management and distribution fees receivable                                                                 50,457       50,902
   Other receivables                                                                                           27,332       18,754
   Furniture, equipment, and leasehold improvements, at cost less accumulated depreciation and
        amortization of $54,969 and $51,942, respectively                                                      31,048       27,694
   Investments                                                                                                123,000      138,820
   Goodwill                                                                                                   572,311      549,811
   Other intangible assets, at cost less accumulated amortization of $17,839 and $15,293, respectively         50,852       53,398
   Current taxes receivable                                                                                       836            -
   Other assets                                                                                                32,101       22,854
                                                                                                          -----------  -----------
                                                                                                          $   994,550  $ 1,071,593
                                                                                                          ===========  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
   Short-Term Obligations:
        Loans payable                                                                                     $   362,000  $         -
        Accounts payable                                                                                       15,829       14,429
        Current taxes payable                                                                                       -        4,255
        Accrued compensation and other expenses                                                                37,974       67,311
        Due on forward contract                                                                               400,000            -
        Other short-term liabilities                                                                           19,227        8,788
                                                                                                          -----------  -----------
            Total short-term obligations                                                                      835,030       94,783
                                                                                                          -----------  -----------

   Long-Term Obligations:
        Notes payable                                                                                     $         -  $   305,047
        Deferred compensation                                                                                  35,779       34,547
        Deferred income tax liability, net                                                                     25,659       23,959
        Other long-term liabilities                                                                            25,783       25,177
                                                                                                          -----------  -----------
            Total long-term obligations                                                                        87,221      388,730
                                                                                                          -----------  -----------

   Total liabilities                                                                                          922,251      483,513

Minority interest                                                                                               3,240        2,602

Common stockholders' equity:
   Class A Common stock, $0.01 par value;  160,000,000 shares authorized;                                       1,056          476
        105,629,680 and 47,586,266 shares issued at June 30, 2005 and December 31, 2004, respectively
   Class B Common stock, $0.01 par value; 80,000,000 shares authorized;                                           153          733
        15,281,800 and 73,325,214 shares issued at June 30, 2005 and December 31, 2004, respectively
   Additional paid-in capital                                                                                 225,364      215,102
   Retained earnings                                                                                          924,251      854,549
   Unamortized cost of restricted stock awards                                                                (20,515)         (77)
   Accumulated other comprehensive income/(loss)                                                                  822          892
                                                                                                          -----------  -----------
                                                                                                            1,131,131    1,071,675
   Less common stock held in treasury, at cost (44,762,449 and 28,006,208 shares, respectively)            (1,062,072)    (486,197)
                                                                                                          -----------  -----------
        Total common stockholders' equity                                                                      69,059      585,478
                                                                                                          -----------  -----------
                                                                                                          $   994,550  $ 1,071,593
                                                                                                          ===========  ===========
</TABLE>

See accompanying notes to consolidated financial statements.


                                        3
<PAGE>

                            NUVEEN INVESTMENTS, INC.

                        CONSOLIDATED STATEMENTS OF INCOME
                                    UNAUDITED
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED         SIX MONTHS ENDED
                                                                        JUNE 30,                  JUNE 30,
                                                                 ----------------------    ----------------------
                                                                   2005          2004         2005       2004
                                                                 ---------    ---------    ---------    ---------
<S>                                                              <C>          <C>          <C>          <C>
Operating revenues:
         Investment advisory fees from assets under management   $ 135,363    $ 115,345    $ 266,572    $ 227,700
         Product distribution                                        2,440        1,833        5,243        4,260
         Performance fees/other revenue                              1,088        3,235        1,944        8,147
                                                                 ---------    ---------    ---------    ---------
               Total operating revenues                            138,891      120,413      273,759      240,107

Operating expenses:
         Compensation and benefits                                  44,034       39,233       87,071       75,884
         Advertising and promotional costs                           3,070        3,121        5,739        6,141
         Occupancy and equipment costs                               5,181        4,776       10,581        9,589
         Amortization of intangible assets                           1,273        1,273        2,546        2,572
         Travel and entertainment                                    2,095        2,089        3,780        3,951
         Outside and professional services                           6,477        5,800       12,306       11,245
         Minority interest expense                                   1,406          468        2,813          938
         Other operating expenses                                    7,489        4,949       12,034        9,354
                                                                 ---------    ---------    ---------    ---------
               Total operating expenses                             71,025       61,709      136,870      119,674

Other income/(expense)                                               2,826        2,380        4,685        5,225

Net interest expense                                                (4,418)      (2,338)      (5,407)      (4,984)
                                                                 ---------    ---------    ---------    ---------
Income before taxes                                                 66,274       58,746      136,167      120,674

Income taxes                                                        25,317       22,767       52,016       46,818
                                                                 ---------    ---------    ---------    ---------
Net income                                                       $  40,957    $  35,979    $  84,151    $  73,856
                                                                 =========    =========    =========    =========
Average common and common equivalent shares outstanding:
         Basic                                                      78,238       92,609       85,955       92,738
                                                                 =========    =========    =========    =========
         Diluted                                                    82,580       95,494       90,704       95,900
                                                                 =========    =========    =========    =========
Earnings per common share:
         Basic                                                   $    0.52    $    0.39    $    0.98    $    0.80
                                                                 =========    =========    =========    =========
         Diluted                                                 $    0.50    $    0.38    $    0.93    $    0.77
                                                                 =========    =========    =========    =========
</TABLE>

See accompanying notes to consolidated financial statements.

                                        4
<PAGE>

                            NUVEEN INVESTMENTS, INC.
        CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY
                                    UNAUDITED
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                               UNAMORTIZED    ACCUMULATED
                                   CLASS A  CLASS B    ADDITIONAL               COST OF         OTHER
                                    COMMON   COMMON     PAID-IN    RETAINED    RESTRICTED    COMPREHENSIVE   TREASURY
                                    STOCK    STOCK      CAPITAL    EARNINGS   STOCK AWARDS   INCOME/(LOSS)     STOCK        TOTAL
<S>                                <C>      <C>        <C>        <C>         <C>            <C>            <C>           <C>
Balance at December 31, 2004       $   476  $    733   $ 215,102  $ 854,549   $       (77)     $     892    $  (486,197)  $ 585,478
  Net income                                                         84,151                                                  84,151
  Cash dividends paid                                               (30,535)                                                (30,535)
  Conversion of B shares to A          580      (580)                                                                             -
  Purchase of treasury stock                                                                                   (603,652)   (603,652)
  Compensation expense on options                          7,939                                                              7,939
  Exercise of stock options                               (3,394)     3,536                                      17,789      17,931
  Grant of restricted stock                                          12,550       (23,177)                       10,627           -
  Forfeit of restricted stock                                                         639                          (639)          -
  Amortization of restricted
       stock awards                                                                 2,100                                     2,100
  Tax effect of options exercised                          5,717                                                              5,717
  Other comprehensive income                                                                        (70)                        (70)
                                   -------  --------   ---------  ---------   -----------      --------     -----------   --------
Balance at June 30, 2005           $ 1,056  $    153   $ 225,364  $ 924,251   $   (20,515)     $    822     $(1,062,072)  $ 69,059
                                   =======  ========   =========  =========   ===========      ========     ===========   ========

</TABLE>

<TABLE>
<CAPTION>
Comprehensive Income (in 000s):                                                          6 ME 6/30/05
-------------------------------                                                          ------------
<S>                                                                                      <C>
Net income...........................................................................      $84,151
Other comprehensive income:
  Unrealized gains/(losses) on marketable equity securities, net of tax..............         (819)
  Reclassification adjustments for realized gains/(losses)...........................         (390)
  Amortization of terminated cash flow hedge.........................................        1,141
  Foreign currency translation adjustment............................................           (2)
                                                                                           -------
      Subtotal:  other comprehensive income                                                    (70)
                                                                                           -------
                                       Comprehensive Income                                $84,081
                                                                                           =======
</TABLE>

<TABLE>
<CAPTION>
Change in Shares Outstanding (in 000s):                                                  6 ME 6/30/05
---------------------------------------                                                  ------------
<S>                                                                                      <C>
Shares outstanding at the beginning of the year......................................       92,905
Shares issued under equity incentive and other incentive plans.......................        1,550
Shares acquired......................................................................      (18,289)
Forfeit of restricted stock..........................................................          (17)
                                                                                           -------
Shares outstanding at June 30, 2005..................................................       76,149
                                                                                           =======
</TABLE>

See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                            NUVEEN INVESTMENTS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                 SIX MONTHS ENDED JUNE 30,
                                                                                 -------------------------
                                                                                   2005           2004
                                                                                 ----------     ---------
<S>                                                                              <C>            <C>
Cash flows from operating activities:
       Net income                                                                $  84,151      $ 73,856
       Adjustments to reconcile net income to net cash
            provided from operating activities:
               Deferred income taxes                                                 2,474         1,255
               Depreciation of office property, equipment and leaseholds             4,157         3,852
               Loss on sale of fixed assets                                            417             -
               Amortization of intangible assets                                     2,546         2,572
               Amortization of debt related costs, net                              (3,906)         (207)
               Compensation expense on options and restricted stock                 10,039         8,272
       Net (increase) decrease in assets:
               Management and distribution fees receivable                             445        11,596
               Other receivables                                                    (8,578)       (7,503)
               Other assets                                                         (4,343)       (6,609)
       Net increase (decrease) in liabilities:
               Accrued compensation and other expenses                             (29,296)      (16,539)
               Deferred compensation                                                 1,232         3,478
               Current taxes payable                                                (5,091)       (8,318)
               Accounts payable                                                      1,400         3,228
               Other liabilities                                                     8,954        (1,876)
       Other, consisting primarily of the tax effect of options exercised           (2,248)        5,888
                                                                                 ---------      --------
                                  Net cash provided from operating activities       62,353        72,945
                                                                                 ---------      --------

Cash flows from financing activities:
       Forward purchase                                                            400,000             -
       Repayment of notes payable                                                 (300,000)            -
       Loans payable                                                               362,000             -
       Dividends paid                                                              (30,535)      (30,616)
       Proceeds from stock options exercised                                        17,931        14,365
       Acquisition of treasury stock                                              (603,652)      (32,359)
       Net private placement related items                                               -         2,404
                                                                                 ---------      --------
                                  Net cash used for financing activities          (154,256)      (46,206)
                                                                                 ---------      --------

Cash flows from investing activities:
       Net purchase of office property and equipment                                (7,943)       (2,094)
       Proceeds from sales of investment securities                                 27,422         1,003
       Purchases of investment securities                                           (5,614)       (5,249)
       Contingent consideration for Symphony acquisition                                 -        (1,379)
       Repurchase of NWQ minority members' interests                               (24,675)      (15,424)
       Other, consisting primarily of the change in other investments                  (34)        2,801
                                                                                 ---------      --------
                                  Net cash used for investing activities           (10,844)      (20,342)
                                                                                 ---------      --------

(Decrease)/increase in cash and cash equivalents                                  (102,747)        6,397

Cash and cash equivalents:
       Beginning of year                                                           209,360       161,584
                                                                                 ---------      --------
       End of period                                                             $ 106,613      $167,981
                                                                                 ---------      --------

Supplemental Information:
       Taxes paid                                                                $  48,927      $ 48,314
       Interest paid                                                             $  10,891      $  7,020

</TABLE>

See accompanying notes to consolidated financial statements.

                                       6
<PAGE>

                            NUVEEN INVESTMENTS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  JUNE 30, 2005

NOTE 1 BASIS OF PRESENTATION

The unaudited consolidated financial statements include the accounts of Nuveen
Investments, Inc. and its majority-owned subsidiaries ("the Company" or "Nuveen
Investments") and have been prepared in conformity with accounting principles
generally accepted in the United States of America. These financial statements
have also been prepared in accordance with the instructions to Form 10-Q
pursuant to the rules and regulations of the Securities and Exchange Commission
("SEC"). Certain information and footnote disclosures have been omitted pursuant
to such rules and regulations. As a result, these financial statements should be
read in conjunction with the audited consolidated financial statements and
related notes included in the Company's latest annual report on Form 10-K.

SALE OF THE ST. PAUL TRAVELERS COMPANIES, INC.'S OWNERSHIP INTEREST IN NUVEEN
INVESTMENTS

On April 6, 2005, The St. Paul Travelers Companies, Inc. ("STA") agreed to sell
39.3 million shares of Nuveen Investments' common stock in a secondary
underwritten public offering at $34.00 per share. This sale was completed on
April 7, 2005.

In addition, the Company agreed to repurchase $600 million of Nuveen
Investments' common shares directly from STA at a price of $32.98 per share, or
approximately 18.2 million shares. The repurchase of these shares was completed
through two steps - a $200 million (6.0 million shares) repurchase was completed
on April 7, 2005, and a $400 million forward purchase (plus interest) was
settled on July 28, 2005. The entire $600 million repurchase has been recorded
by Nuveen Investments as if it were completed in its entirety on April 7, 2005.
As such, effective April 7, 2005, Nuveen Investments had approximately 75.9
million shares of common stock outstanding for the purpose of computing basic
earnings per share. Upon the closing of the secondary offering, the Company was
no longer a majority-owned subsidiary of STA (see also Note 8, "Subsequent
Events").

EXPENSING STOCK OPTIONS

Effective April 1, 2004, the Company began expensing the cost of stock options
in accordance with the fair value recognition provisions of Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation." Under the fair value recognition provisions of SFAS No. 123,
stock-based compensation cost is measured at the grant date based on the value
of the award and is recognized as expense over the lesser of the options'
vesting period or the related employee service period. A Black-Scholes
option-pricing model was used to determine the fair value of each award at the
time of the grant.

The retroactive restatement method described in SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure" was adopted and the
results for prior years have been restated. Compensation cost recognized is the
same as that which would have been recognized had the fair value method of SFAS
No. 123 been applied from its original effective date. Prior to April 1, 2004,
the Company accounted for stock option plans under the provisions of APB Opinion
No. 25, "Accounting for Stock Issued to Employees" and related interpretations.

                                       7
<PAGE>

OTHER

These financial statements rely, in part, on estimates. In the opinion of
management, all necessary adjustments (consisting of normal recurring accruals)
have been reflected for a fair presentation of the results of operations,
financial position and cash flows in the accompanying unaudited consolidated
financial statements. The results for the period are not necessarily indicative
of the results to be expected for the entire year.

NOTE 2 EARNINGS PER COMMON SHARE

The following table sets forth a reconciliation of net income and the weighted
average common shares used in the basic and diluted earnings per share
computations for the three-month and six-month periods ended June 30, 2005 and
2004.

<TABLE>
<CAPTION>
       In thousands,                            For the three months ended
   except per share data              June 30, 2005                   June 30, 2004
   ---------------------      -----------------------------  ------------------------------
                                Net               Per-share    Net                Per-share
                              income     Shares      amount  income    Shares      amount
                              -------    ------   ---------  -------   ------     ---------
<S>                           <C>        <C>        <C>      <C>       <C>          <C>
Basic EPS                     $40,957    78,238     $0.52    $35,979   92,609       $0.39
  Dilutive effect of:
     Deferred stock awards          -       464                    -      458
     Employee stock options         -     3,878                    -    2,427
                              -------    ------              -------   ------
Diluted EPS                   $40,957    82,580     $0.50    $35,979   95,494       $0.38
</TABLE>

<TABLE>
<CAPTION>
       In thousands,                             For the six months ended
   except per share data              June 30, 2005                  June 30, 2004
   ---------------------      -----------------------------  ------------------------------
                                Net               Per-share    Net                Per-share
                               income    Shares     amount    income   Shares      amount
                              -------    ------   ---------  -------   ------     ---------
<S>                           <C>        <C>        <C>      <C>       <C>          <C>
Basic EPS                     $84,151    85,955     $0.98    $73,856   92,738       $0.80
  Dilutive effect of:
     Deferred stock awards          -       462                    -      455
     Employee stock options         -     4,287                    -    2,707
                              -------    ------              -------   ------
Diluted EPS                   $84,151    90,704     $0.93    $73,856   95,900       $0.77
</TABLE>

Options to purchase 2,536,483 and 8,131,569 shares of the Company's common stock
were outstanding at June 30, 2005 and 2004, respectively, but were not included
in the computation of diluted earnings per share because the options' respective
weighted average exercise prices of $37.97 and $27.98 per share were greater
than the average market price of the Company's common shares during the
applicable period.

As part of the sale of STA's ownership interest in Nuveen Investments, Class B
common shares previously held by STA were converted to Class A common shares.

                                       8
<PAGE>

NOTE 3 NET CAPITAL REQUIREMENT

Nuveen Investments, LLC, the Company's wholly-owned broker/dealer subsidiary, is
subject to the Securities and Exchange Commission Rule 15c3-1, the "Uniform Net
Capital Rule," which requires the maintenance of minimum net capital and
requires that the ratio of aggregate indebtedness to net capital, as these terms
are defined in the Rule, shall not exceed 15 to 1. At June 30, 2005, Nuveen
Investments, LLC's net capital ratio was 0.95 to 1 and its net capital was
approximately $23,788,980 which was $22,290,064 in excess of the required net
capital of $1,498,916.

NOTE 4 GOODWILL AND INTANGIBLE ASSETS

The following table presents a reconciliation of activity in the balance of
goodwill from December 31, 2004 to June 30, 2005 presented on our consolidated
balance sheets (in thousands):

<TABLE>
<S>                                                 <C>
Goodwill
Balance at December 31, 2004                        $549,811
   Repurchase of NWQ Class 3 minority interests       22,500
                                                    --------
Balance at June 30, 2005                            $572,311
                                                    --------
</TABLE>

As part of the NWQ acquisition, key employees purchased three classes of
non-controlling member interests in NWQ (Class 2, Class 3, and Class 4
interests). The purchase allows NWQ key employees to participate in profits of
NWQ above specified levels beginning January 1, 2003. Beginning in 2004 and
continuing through 2008, the Company has the right to purchase the
non-controlling members' respective interests in NWQ. On March 2, 2005, the
Company exercised its right to call 100% of the Class 3 NWQ minority members'
interests for $24.7 million. Of the total amount paid, approximately $22.5
million was recorded as goodwill, with the remainder being recorded as a return
of capital.

SFAS No. 142, "Goodwill and Other Intangible Assets," requires an annual
goodwill impairment test. The results of our last annual test indicated that, as
of May 31, 2005, there was no indication of potential impairment of goodwill.

The following table presents gross carrying amounts and accumulated amortization
amounts for intangible assets presented on our consolidated balance sheets at
June 30, 2005 and December 31, 2004 (in thousands):

<TABLE>
<CAPTION>
                                            At June 30, 2005          At December 31, 2004
                                            ----------------          --------------------
                                         Gross                        Gross
                                       Carrying      Accumulated    Carrying     Accumulated
Amortizable Intangible Assets           Amount      Amortization     Amount      Amortization
-----------------------------           ------      ------------     ------      ------------
<S>                                    <C>          <C>             <C>          <C>
Symphony-
    Customer relationships              $43,800        $ 8,779       $43,800       $ 7,668
    Internally developed software         1,622          1,270         1,622         1,107
    Favorable lease                         369            369           369           369
NWQ customer contracts                   22,900          7,421        22,900         6,149
                                        -------        -------       -------       -------
        Total                           $68,691        $17,839       $68,691       $15,293
                                        -------        -------       -------       -------
</TABLE>

The projected amortization for the next five years is approximately $2.5 million
for the remaining six months of 2005, and annual amortization of $5.0 million
for 2006, and $4.8 million for each of 2007, 2008 and 2009.

                                       9
<PAGE>

      NOTE 5 DEBT

      At June 30, 2005 and December 31, 2004, debt on the accompanying
      consolidated balance sheets was comprised of the following (in 000's):

<TABLE>
<CAPTION>
                                                    JUNE 30, 2005  DECEMBER 31, 2004
                                                    -------------  -----------------
<S>                                                 <C>            <C>
Short-Term Obligations:
      Loans payable                                    $362,000                -
Long-Term Obligations:
      Private placement debt                                  -         $300,000
      Net unamortized private placement fees                  -           (1,568)
      Net unamortized gains on unwinding of swaps             -            6,615
                                                       --------         --------
               Total                                   $362,000         $305,047
                                                       ========         ========
</TABLE>

      On September 19, 2003, the Company issued $300 million of senior unsecured
      notes (the "private placement debt"). These notes carried a fixed coupon
      rate of 4.22%, payable semi-annually, were issued at 100% of par, were
      unsecured, and were prepayable at any time in whole or in part. In the
      event of prepayment, the Company would pay an amount equal to par plus
      accrued interest plus a "make-whole premium," if applicable. Proceeds from
      the private placement debt were used to refinance existing debt and for
      general corporate purposes. These notes were originally scheduled to
      mature on September 19, 2008, but were repaid on April 6, 2005 with
      borrowings made under a new Bridge Credit Agreement (discussed below). At
      the time of the repayment, the Company also paid approximately $1.5
      million in accrued interest. Under the terms of the private placement
      debt, no "make-whole premium" amounts were due. At December 31, 2004, the
      fair value of the outstanding private placement debt was $299.0 million.
      As a result of the repayment, there were no amounts outstanding at June
      30, 2005.

      BRIDGE DEBT FACILITY

      On April 1, 2005, Nuveen Investments entered into a $750 million Bridge
      Credit Agreement with Citigroup. The maturity date of this credit
      agreement is March 31, 2006. Borrowings under this facility bear an
      interest rate, at Nuveen's option, of either LIBOR or the Federal Funds
      rate plus a spread equal to 0.335% to 0.470% based on Nuveen Investments'
      leverage, with such applicable spread increasing by 0.25% on September 30,
      2005 and by an additional 0.25% on December 31, 2005. This Bridge Credit
      Agreement requires Nuveen Investments to pay a facility fee quarterly in
      arrears in an annual amount ranging from 0.09% to 0.13%, depending on
      Nuveen's leverage ratio, and, when applicable, a utilization fee. The
      Company used approximately $300 million of the amount available under the
      facility to prepay the holders of the Company's 4.22% senior unsecured
      notes due September 19, 2008. Of the remaining amount available under the
      Bridge Credit Agreement, the Company had used approximately $62 million by
      June 30, 2005, and during July 2005, did use an additional $348 million of
      the remaining amount available under the facility to fulfill its forward
      contract obligation to repurchase shares of its capital stock owned by STA
      (refer to Note 1, "Basis of Presentation" and Note 8, "Subsequent
      Events"). Borrowings under the Bridge Credit Agreement may be used only
      for these purposes. The estimated fair value of the outstanding loans
      payable approximates carrying value.

      OTHER

      The Company also has a line of credit with a group of banks. This line of
      credit, entered into on August 7, 2003, is a revolving credit line of $125
      million and has a three-year term that expires in August 2006. Proceeds
      from borrowings under this facility may be used for fulfilling day-to-day
      cash requirements and general corporate purposes including acquisitions,
      share repurchases and asset purchases. The rate of interest payable under
      the agreement is, at the Company's option, a function of one of various
      floating rate indices. The agreement requires the Company to pay a
      facility fee at an annual rate of a

                                       10
<PAGE>

      range of 0.10% to 0.15% of the committed amount. At June 30, 2005 and
      December 31, 2004, there were no amounts outstanding under this line of
      credit.

      Our broker-dealer subsidiary occasionally utilizes available, uncommitted
      lines of credit, which approximate $100 million, with no annual facility
      fees to satisfy periodic, short-term liquidity needs. At June 30, 2005 and
      December 31, 2004, no borrowings were outstanding on these uncommitted
      lines of credit.

      NOTE 6 DERIVATIVE FINANCIAL INSTRUMENTS

      SFAS No. 133, "Accounting for Derivative Instruments and Hedging
      Activities," as amended by SFAS No. 138, "Accounting for Certain
      Derivative Instruments and Certain Hedging Activities, an Amendment of
      FASB Statement No. 133" and further amended by SFAS No. 149, "Amendment of
      Statement 133 on Derivative Instruments and Hedging Activities," states
      that, unless a derivative qualifies as a hedge, the gain or loss from a
      derivative instrument must be recorded into current earnings. Under SFAS
      No. 133, three types of hedges are recognized: fair value hedges, cash
      flow hedges, and hedges of a corporation's net investments in foreign
      operations.

      Fair value hedges. An entity may designate a derivative instrument as
      hedging the exposure to changes in the fair value (market value) of
      financial assets or liabilities. For example, a fixed rate bond's market
      value changes when prevailing market interest rates change. Hedging the
      fixed-rate bond's price risk with a derivative would be considered a fair
      value hedge.

      Cash flow hedges. An entity may also designate a derivative instrument as
      hedging the exposure to variability in expected future cash flows that is
      attributable to a particular risk. That exposure may be associated with an
      existing recognized asset or liability or a forecasted transaction.

      In August 2004, in anticipation of the private placement debt issuance,
      the Company entered into a series of treasury rate lock transactions with
      an aggregate notional amount of $100 million. These treasury rate locks
      were accounted for as cash-flow hedges, as they hedged against the
      variability in future projected interest payments on the then-forecasted
      issuance of fixed rate debt (the private placement debt) attributable to
      changes in interest rates. The prevailing treasury rates had declined by
      the time of the private placement debt issuance and the locks were settled
      for a payment by the Company of $1.5 million. The Company had recorded
      this loss in "Accumulated Other Comprehensive Income/(Loss)" in the
      accompanying consolidated balance sheets, as the treasury rate locks were
      considered highly effective for accounting purposes in mitigating the
      interest rate risk on the forecasted debt issuance. Amounts accumulated in
      other comprehensive loss were to be reclassified into earnings
      commensurate with the recognition of the interest expense on the private
      placement debt. At December 31, 2004, the remaining unamortized loss on
      treasury rate lock transactions was approximately $1.1 million. During the
      six months ended June 30, 2005 and 2004, the Company reclassified
      approximately $76,000 and $137,000, respectively, of the loss on the
      treasury rate lock transactions into interest expense. On April 6, 2005,
      the Company repaid the entire $300 million of private placement debt
      (refer to Note 5, "Debt"). As a result of the early repayment of the
      private placement debt, the Company has accelerated the recognition of the
      remaining unamortized deferred loss resulting from the treasury rate
      locks. At April 6, 2005, the total remaining unamortized loss from the
      treasury rate locks was $1.1 million. Due to the accelerated recognition
      of the deferred loss, at June 30, 2005, there was no remaining unamortized
      loss on treasury rate lock transactions.

      Also related to the private placement debt, the Company entered into a
      series of interest rate swap transactions. The Company entered into
      forward-starting interest rate swap transactions as hedges against

                                       11
<PAGE>

      changes in a portion of the fair value of the private placement debt.
      Under the agreements, payments were to be exchanged at specified intervals
      based on fixed and floating interest rates. All of the interest rate swap
      transactions were designated as fair value hedges to mitigate the changes
      in fair value of the hedged portion of the private placement debt. The
      Company determined that these interest rate swap transactions qualified
      for treatment under the short-cut method of SFAS No. 133 of measuring
      effectiveness. All of these interest rate swap transactions were
      cancelled. The cancellation of these interest rate swap transactions
      resulted in a total gain to the Company of $8.1 million. These gains were
      being amortized over the term of the private placement debt, lowering the
      effective interest rate of the private placement debt. The amortization of
      the gains resulting from the cancellation of these interest rate swap
      transactions is reflected in "Interest Expense" on the accompanying
      consolidated statements of income. Approximately $0.4 million and $0.4
      million of these gains were amortized as a reduction to interest expense
      for the six months ended June 30, 2005 and 2004, respectively. As a result
      of the early repayment of the private placement debt, the Company has
      accelerated the recognition of the remaining unamortized gains resulting
      from the interest rate swap transactions. At April 6, 2005, the total
      remaining unamortized gain from the cancellation of interest rate swap
      agreements was $6.2 million. Due to the accelerated recognition of these
      gains, at June 30, 2005, there was no remaining unamortized gain on
      interest rate swap transactions.

      In addition to amortizing the deferred gains and losses on the derivative
      transactions, the Company was amortizing debt issuance costs related to
      the private placement debt. On April 6, 2005, there was a total of $1.5
      million in unamortized private placement fees. Due to the repayment of the
      private placement debt, the recognition of these fees was also
      accelerated. The total net resulting gain from the acceleration of the
      treasury rate lock transactions, the cancellation of the interest rate
      swaps and the private placement fees was approximately $3.6 million. This
      gain was recorded as Miscellaneous Non-Operating Income in the second
      quarter of 2005.

      Included in "Investments" on the accompanying consolidated balance sheet
      as of June 30, 2005 and December 31, 2004, are certain swap agreements
      that have not been designated as hedging instruments. These swaps are
      being used to re-create certain fixed-income indices for purposes of
      establishing new fixed-income products that may be offered to investors in
      the future. At June 30, 2005, the notional values and related expiration
      dates of these swap agreements were $2.0 million of positions expiring in
      August 2005 and $2.0 million of positions expiring in September 2005. At
      December 31, 2004, the notional values and related expiration dates of
      these swap agreements were as follows: $2.0 million of positions expiring
      in August 2005 and $2.6 million of positions expiring in September 2009.
      For the six months ended June 30, 2005, the net change in the fair value
      of these instruments totaled approximately $13,000, of which approximately
      $6,000 was realized as a gain upon the termination of the $2.6 million of
      positions expiring in September 2009, with the remaining $7,000 reflected
      as an unrealized gain in "Other Income/(Expense)" in the accompanying
      consolidated statement of income. At June 30, 2005, the fair value of the
      open positions nets to zero.

      Also included in the accompanying consolidated balance sheet as of June
      30, 2005 and December 31, 2004 are certain swap agreements and futures
      contracts that have not been designated as hedging instruments. The swap
      agreements and futures contracts are being used to mitigate overall market
      risk of certain recently created product portfolios that are not yet being
      marketed. At June 30, 2005 the fair value of these open non-hedging
      derivatives was approximately $926,400 and is reflected in "Other
      Short-Term Liabilities" on the accompanying consolidated balance sheet. At
      December 31, 2004 the fair value of the open non-hedging derivatives was
      approximately $66,000 and is reflected in "Other Short-Term Liabilities"
      on the accompanying consolidated balance sheet. The fair value adjustment
      resulted in a loss of approximately $860,400, of which approximately
      $14,000 was realized, with the remainder reflected in unrealized gains in
      the accompanying consolidated statement of income for the six months ended
      June 30, 2005.

                                       12
<PAGE>

      In anticipation of longer-term financing that will replace the Bridge Debt
      Facility (refer to Note 5, "Debt"), the Company entered into a series of
      treasury rate lock transactions with an aggregate notional amount of $550
      million. These treasury rate locks were accounted for as cash-flow hedges,
      as they hedge against the variability in future projected interest
      payments on the forecasted issuance of fixed rate debt (the longer-term
      financing that will replace the Bridge Debt Facility) attributable to
      changes in interest rates. At June 30, 2005, the fair value of the open
      treasury rate lock transactions is approximately $4.9 million and is
      included in the accompanying consolidated balance sheet in both "Other
      Assets" as well as a corresponding offsetting liability in "Other
      Short-Term Liabilities."

      NOTE 7 RETIREMENT PLANS

      On December 23, 2003, the Financial Accounting Standards Board ("FASB")
      released a revised version of SFAS No. 132, "Employers' Disclosures about
      Pensions and Other Postretirement Benefits." The revised version of SFAS
      No. 132 includes new interim disclosure requirements regarding components
      of net periodic benefit cost as well as estimated contributions. The
      following table presents the components of the net periodic retirement
      plans' benefit costs for the three months and six months ended June 30,
      2005 and 2004, respectively:

<TABLE>
<CAPTION>
                                             Three Months              Three Months
                                         Ended June 30, 2005        Ended June 30, 2004
                                      -------------------------   -----------------------
                                         Total        Post-           Total       Post-
                                        Pension     Retirement       Pension    Retirement
                                      -----------   -----------   -----------   ----------
<S>                                   <C>           <C>           <C>           <C>
Service Cost                          $   392,750   $    63,000   $   389,000   $  52,000
Interest Cost                             450,500       128,250       409,000     116,000

Expected Return on Assets                (541,000)            -      (523,000)          -
Amortization of:
     Unrecognized Prior Service Cost            -       (66,250)        1,000     (66,000)

     Unrecognized (Gain)/Loss              31,500        14,750        29,000       5,000
                                      -----------   -----------   -----------   ---------

Total                                  $  333,750   $   139,750   $   305,000   $ 107,000
                                      ===========   ===========   ===========   =========
</TABLE>

                                       13
<PAGE>

<TABLE>
<CAPTION>
                                              Six Months                 Six Months
                                         Ended June 30, 2005        Ended June 30, 2004
                                      -------------------------   -----------------------
                                         Total         Post-        Total          Post-
                                        Pension     Retirement      Pension      Retirement
                                      -----------   -----------   -----------   ---------
<S>                                   <C>           <C>           <C>           <C>
Service Cost                          $   785,500   $   126,000   $   842,000   $ 104,000

Interest Cost                             901,000       256,500       851,000     232,000

Expected Return on Assets              (1,082,000)            -    (1,037,000)          -
Amortization of:
     Unrecognized Prior Service Cost            -      (132,500)        3,000    (132,000)

     Unrecognized (Gain)/Loss              63,000        29,500        83,000      10,000
                                      -----------   -----------   -----------   ---------

Total                                 $   667,500   $   279,500   $   742,000   $ 214,000
                                      ===========   ===========   ===========   =========
</TABLE>

      The Company is not required and does not expect to make any contributions
      during 2005 for its pension plans. For its postretirement benefit plan,
      the Company expects to pay out in total claims/contribute a total of
      $491,000 during 2005; for the first six months of 2005, the Company has
      paid out approximately $235,100.

      NOTE 8 SUBSEQUENT EVENTS

      On July 28, 2005 the $400 million forward purchase agreement with STA was
      settled using $348 million in additional borrowings under the Bridge
      Credit Agreement and cash on hand.

      On August 1, 2005 the Company announced an agreement to acquire Santa
      Barbara Asset Management, an investment manager with $2.8 billion of
      assets under management. Santa Barbara specializes in managing growth
      stock portfolios for institutions and high-net-worth investors. The
      Company will pay $50 million of consideration in cash for Santa Barbara.
      The transaction is expected to close within 60 days.

                                       14
<PAGE>

                         PART I. FINANCIAL INFORMATION
      ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

                                 JUNE 30, 2005

DESCRIPTION OF THE BUSINESS

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

We derive a substantial portion of our revenue from investment advisory fees,
which are recognized as services are performed. These fees are directly related
to the market value of the assets we manage. Advisory fee revenues generally
will increase with a rise in the level of assets under management. Assets under
management will rise through sales of our investment products or through
increases in the value of portfolio investments. Assets under management may
also increase as a result of reinvestment of distributions from funds and
accounts, and from reinvestment of distributions from defined portfolio products
we sponsored into shares of mutual funds. Fee income generally will decline when
assets under management decline, as would occur when the values of fund
portfolio investments decrease or when managed account withdrawals or mutual
fund redemptions exceed gross sales and reinvestments.

In addition to investment advisory fees, we have two other sources of revenue:
(1) performance fees and (2) distribution and underwriting revenue. Performance
fees are earned when investment performance on certain institutional accounts
and hedge funds exceeds a contractual threshold. These fees are recognized only
at the performance measurement date contained in the individual account
management agreement. Distribution revenue is earned when certain funds are sold
to the public through financial advisors. Correspondingly, distribution revenue
will rise and fall with the level of our sales of mutual fund products.
Underwriting fees are earned on the initial public offerings of our
exchange-traded funds. The level of underwriting fees earned in any given year
will fluctuate depending on the number of new funds offered, the size of the
funds offered and the extent to which we participate as a member of the
syndicate group underwriting the fund.

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

RECENT EVENTS

On April 6, 2005, The St. Paul Travelers Companies, Inc. ("STA") agreed to sell
39.3 million shares of Nuveen Investments' common stock in a secondary
underwritten public offering at $34.00 per share. This sale was completed on
April 7, 2005.

In addition, the Company agreed to repurchase $600 million of Nuveen
Investments' common shares directly from STA at a price of $32.98 per share, or
approximately 18.2 million shares. The

                                       15
<PAGE>

repurchase of these shares was completed in two steps - a $200 million (6.0
million shares) repurchase was completed on April 7, 2005, and a $400 million
forward purchase (plus interest) that settled on July 28, 2005. The entire $600
million repurchase has been recorded by Nuveen Investments as if it were
completed in its entirety on April 7, 2005. As such, effective April 7, 2005,
Nuveen Investments had approximately 75.9 million shares of common stock
outstanding for the purpose of computing basic earnings per share.

Concurrent with the secondary offering, STA sold to Merrill Lynch and Morgan
Stanley on a forward basis approximately 12 million shares of Nuveen
Investments, Inc. common stock which will underlie, and be deliverable by
Merrill Lynch and Morgan Stanley upon maturity of new mandatorily exchangeable
debt obligations of Merrill Lynch and Morgan Stanley that are linked to the
Nuveen shares.

Upon the closing of the secondary offering, the Company was no longer a
majority-owned subsidiary of STA, and as of the end of July 2005, substantially
all of STA's remaining ownership interest has been sold.

SUMMARY OF OPERATING RESULTS

The table presented below highlights the results of our operations for the
three-month and six-month periods ended June 30, 2005 and 2004:

FINANCIAL RESULTS SUMMARY
COMPANY OPERATING STATISTICS
($ in millions, except per share amounts)

<TABLE>
<CAPTION>
                                               FOR THE SECOND QUARTER OF     FOR THE FIRST SIX MONTHS OF
                                               2005      2004    % CHANGE    2005      2004    % CHANGE
                                             --------  --------  --------  --------  --------  ---------
<S>                                         <C>       <C>       <C>        <C>       <C>        <C>
Gross sales of investment products          $  6,456  $  5,988      8%     $ 14,138  $ 12,080      17%
Net flows of investment products               3,447     3,108     11         7,743     6,905      12
Assets under management (1)(2)               124,018   101,857     22       124,018   101,857      22
Operating revenues                             138.9     120.4     15         273.8     240.1      14
Operating expenses                              71.0      61.7     15         136.9     119.7      14
Income before net interest and taxes (3)        70.7      61.1     16         141.6     125.7      13
Net interest expense                             4.4       2.3     91           5.4       5.0       8
Income taxes                                    25.3      22.8     11          52.0      46.8      11
Net income                                      41.0      36.0     14          84.2      73.9      14
Basic earnings per share                        0.52      0.39     33          0.98      0.80      23
Diluted earnings per share                      0.50      0.38     32          0.93      0.77      21
Dividends per share                             0.18      0.18      -          0.36      0.33       9
</TABLE>

(1)   At period end.

(2)   Excludes defined portfolio assets under surveillance.

(3)   In addition to net income, income before net interest and taxes is
      reported to help the reader in assessing the results from operations
      relative to prior periods given the increased debt on our balance sheet -
      and the accompanying higher interest expense - as a result of a $600
      million share repurchase.

                                       16
<PAGE>

RESULTS OF OPERATIONS

The following discussion and analysis contains important information that should
be helpful in evaluating our results of operations and financial condition, and
should be read in conjunction with the consolidated financial statements and
related notes.

Gross sales of investment products (which include new managed accounts, deposits
into existing managed accounts and the sale of open-end and closed-end
exchange-traded fund shares) for the three-month and six-month periods ended
June 30, 2005 and 2004 are shown below:

GROSS INVESTMENT PRODUCT SALES
(in millions)

<TABLE>
<CAPTION>
                                  THREE MONTHS ENDED   SIX MONTHS ENDED
                                       JUNE 30,            JUNE 30,
                                  ------------------   ----------------
                                    2005       2004     2005      2004
                                  -------    -------   ------   -------
<S>                               <C>        <C>       <C>      <C>
Closed-End Exchange-Traded Funds  $   560    $   512   $ 1,974  $ 1,535
Mutual Funds                          697        282     1,399      673
Retail Managed Accounts             3,376      3,466     7,060    7,181
Institutional Managed Accounts      1,823      1,728     3,705    2,691
                                  -------    -------   -------  -------
          Total                   $ 6,456    $ 5,988   $14,138  $12,080
                                  =======    =======   =======  =======
</TABLE>

Second quarter gross sales increased 8%, year over year, to nearly $6.5 billion.
Retail and institutional managed account sales were $5.2 billion, consistent
with the level of sales in the second quarter of the prior year. Sales of
exchange-traded funds were also consistent with sales in the second quarter of
the prior year. Mutual fund sales increased $0.4 billion for the second quarter
driven by sales of our High Yield Municipal Bond Fund.

Year-to-date sales increased $2.1 billion or 17%. Similar to the increase for
the quarter, the year-to-date increase in mutual fund sales of 110% was driven
mainly by sales of our High Yield Municipal Bond Fund. Institutional managed
account sales increased $1.0 billion or 38% driven by increases across all
styles with the exception of growth-style equity accounts which declined $0.1
billion. Closed-end exchange-traded fund sales were $2.0 billion year-to-date,
up 29% versus the prior year. During the first half of the current year, we
raised just over $1.2 billion in our Equity Premium Opportunity Fund, $0.3
billion in our Tax-Advantaged Floating-Rate Fund and $0.5 billion in our Equity
Premium Advantage Fund.

                                       17
<PAGE>

Net flows of investment products for the three-month and six-month periods ended
June 30, 2005 and 2004 are shown below:

NET FLOWS
(in millions)

<TABLE>
<CAPTION>
                                  THREE MONTHS ENDED   SIX MONTHS ENDED
                                       JUNE 30,             JUNE 30,
                                  ------------------   -----------------
                                    2005       2004     2005      2004
                                  -------    -------   ------   -------
<S>                               <C>        <C>       <C>      <C>
Closed-End Exchange-Traded Funds  $   576    $   518  $ 2,000  $ 1,552
Mutual Funds                          353       (207)     703     (162)
Retail Managed Accounts             1,248      1,749    2,443    3,962
Institutional Managed Accounts      1,270      1,048    2,597    1,553
                                  -------    -------  -------  -------
          Total                   $ 3,447    $ 3,108  $ 7,743  $ 6,905
                                  =======    =======  =======  =======
</TABLE>

Net flows for the quarter totaled $3.4 billion, up $0.3 billion versus flows in
the same quarter of the prior year. All product categories experienced net
inflows for the period. Within the managed account product line, growth-style
equity accounts experienced net outflows for the period which were more than
offset by net inflows of municipal and value-style equity accounts.

Year-to-date net flows totaled $7.7 billion. Similar to the second quarter, all
product lines experienced net inflows for the period.

The following table summarizes net assets under management:

NET ASSETS UNDER MANAGEMENT
(in millions)

<TABLE>
<CAPTION>
                                  JUNE 30,   DECEMBER 31,   JUNE 30,
                                    2005        2004         2004
                                  --------   ------------   --------
<S>                               <C>          <C>          <C>
Closed-End Exchange-Traded Funds  $ 52,534     $ 50,216     $ 47,262
Mutual Funds                        13,505       12,680       11,873
Retail Managed Accounts             39,695       36,975       30,303
Institutional Managed Accounts      18,284       15,582       12,419
                                  --------     --------     --------
     Total                        $124,018     $115,453     $101,857
                                  ========     ========     ========
</TABLE>

Assets under management of nearly $124 billion on June 30, 2005 were 22% higher
than the nearly $102 billion reported a year earlier and 7% higher than at the
end of the year. During both timeframes asset growth was realized across all
product categories.

                                       18
<PAGE>

The following table presents the component changes in our assets under
management for the three-month and six-month periods ended June 30, 2005 and
June 30, 2004:

CHANGE IN NET ASSETS UNDER MANAGEMENT
(in millions)

<TABLE>
<CAPTION>
                               THREE MONTHS ENDED     SIX MONTHS ENDED
                                   JUNE 30,               JUNE 30,
                               ------------------    ------------------
                                 2005      2004        2005      2004
                               --------  --------    --------  --------
<S>                            <C>       <C>         <C>       <C>
Gross Sales                    $  6,456  $  5,988    $ 14,138  $ 12,080
Reinvested Dividends                 92        82         153       154
Redemptions                      (3,101)   (2,962)     (6,548)   (5,329)
                               --------  --------    --------  --------
    Net Flows                     3,447     3,108       7,743     6,905
Appreciation/(Depreciation)       2,066    (2,175)        822      (404)
                               --------  --------    --------  --------
    Increase in Assets         $  5,513  $    933    $  8,565  $  6,501
                               ========  ========    ========  ========
</TABLE>

For the three-month period ended June 30, 2005, the $5.5 billion increase in
assets under management was driven by $3.4 billion in net flows coupled with
$1.1 billion in fixed-income and $0.9 billion of equity market appreciation. For
the six-month period ended June 30, 2005 net flows of $7.7 billion were coupled
with $0.3 billion in fixed-income and $0.5 billion in equity market appreciation
resulting in a net increase in assets under management of $8.6 billion.

Investment advisory fee income, net of sub-advisory fees and expense
reimbursements, is shown in the following table:

INVESTMENT ADVISORY FEES
(in thousands)

<TABLE>
<CAPTION>
                                     THREE MONTHS ENDED     SIX MONTHS ENDED
                                         JUNE 30,               JUNE 30,
                                     ------------------    ------------------
                                       2005      2004        2005      2004
                                     --------  --------    --------  --------
<S>                                  <C>       <C>         <C>       <C>
Closed-End Exchange-Traded Products  $ 62,137  $ 58,542    $123,288  $117,531
Mutual Funds                           17,133    15,461      33,565    31,608
Managed Accounts                       56,093    41,342     109,719    78,561
                                     --------  --------    --------  --------
             Total                   $135,363  $115,345    $266,572  $227,700
                                     ========= ========    ========  ========
</TABLE>

Advisory fees for the quarter increased 17% for both the quarter and
year-to-date due to an increase in management fee revenues across all product
lines driven by an increase in assets under management. The increase in assets
under management for all lines was the result of both net inflows and market
appreciation. Within the managed account product line, management fee revenues
increased on both value-style equity and municipal accounts while declining on
our growth-style equity accounts.

                                       19
<PAGE>

Underwriting and distribution revenue for the three-month and six-month periods
ended June 30, 2005 and 2004 is shown in the following table:

UNDERWRITING AND DISTRIBUTION REVENUE
(in thousands)

<TABLE>
<CAPTION>
                                     THREE MONTHS ENDED     SIX MONTHS ENDED
                                          JUNE 30,              JUNE 30,
                                     ------------------    ------------------
                                       2005      2004        2005      2004
                                     --------  --------    --------  --------
<S>                                  <C>       <C>         <C>       <C>
Closed-End Exchange-Traded
Products                             $    887  $    226    $  2,328  $  1,442
Muni/Fund Preferred(R)                  1,315       923       2,466     1,743
Mutual Funds                              238       706         449     1,097
Defined Portfolios                          -       (22)          -       (22)
                                     --------  --------    --------  --------
     Total                           $  2,440  $  1,833    $  5,243  $  4,260
                                     ========  ========    ========  ========
</TABLE>

Underwriting and distribution revenue increased for the quarter and
year-to-date, driven by an increase in underwriting revenue on closed-end
exchange-traded funds. Closed-end exchange-traded fund underwriting revenue for
both the second quarter and year-to-date increased due to an increase in the
number of offerings. Muni/Fund Preferred(R) revenue increased for both the
quarter and year-to-date as a result of an increase in the number of preferred
shares outstanding. Mutual fund distribution revenue declined as a result of an
increase in commissions paid to distributors on high dollar value sales.

PERFORMANCE FEES/OTHER REVENUE

Performance fees/other revenue consists of performance fees earned on
institutional assets managed by Symphony and various fees earned in connection
with services provided on behalf of our defined portfolio assets under
surveillance. The $2.1 million decline in this area for the second quarter of
2005 is due mainly to a decline in Symphony performance fees of $1.7 million.
Year-to-date, Symphony performance fees declined $5.4 million versus the prior
year. Additionally, fees earned on defined portfolio assets under surveillance
declined as a result of a decline in the overall level of defined portfolio
assets due to the exit of this business in early 2002.

                                       20
<PAGE>

OPERATING EXPENSES

The following table summarizes operating expenses for the three-month and
six-month periods ended June 30, 2005 and 2004:

OPERATING EXPENSES
(in thousands)

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED            SIX MONTHS ENDED
                                                   JUNE 30,                      JUNE 30,
                                               2005           2004           2005           2004
                                            ----------     ----------     ----------     ----------
<S>                                         <C>            <C>            <C>            <C>
Compensation and Benefits                   $   44,034     $   39,233     $   87,071     $   75,884
Advertising and Promotion                        3,070          3,121          5,739          6,141
Occupancy and Equipment                          5,181          4,776         10,581          9,589
Amortization of Intangibles                      1,273          1,273          2,546          2,572
Travel and Entertainment                         2,095          2,089          3,780          3,951
Outside/Professional Services                    6,477          5,800         12,306         11,245
Minority Interest Expense                        1,406            468          2,813            938
Other Operating Expenses                         7,489          4,949         12,034          9,354
                                            ----------     ----------     ----------     ----------
     Total                                  $   71,025     $   61,709     $  136,870     $  119,674
                                            ==========     ==========     ==========     ==========

% of Operating Revenue                            51.1%          51.2%          50.0%          49.8%
</TABLE>

SUMMARY

Operating expenses increased 15% for the quarter and 14% year-to-date due mainly
to increases in compensation and benefits, outside services and other operating
expenses. Although operating expenses increased overall, on both a quarter and a
year-to-date basis, expenses as a percentage of operating revenue were
consistent with a year ago.

COMPENSATION AND BENEFITS

Base compensation for the quarter and year-to-date was up 16% and 17%,
respectively, due to salary increases and headcount increases. Profit sharing
expense increased 10% for both the quarter and year-to-date due to an increase
in net income.

OCCUPANCY AND EQUIPMENT COSTS

Occupancy and equipment costs increased $0.4 million and $1.0 million for the
second quarter and year-to-date, respectively, due to an increase in leased
space in California for NWQ.

ADVERTISING AND PROMOTIONAL COSTS

Advertising and promotional expenditures for the quarter were consistent with
the prior year while year-to-date expenditures decreased $0.4 million.

OUTSIDE AND PROFESSIONAL SERVICES

Outside and professional services increased $0.7 million for the quarter and
$1.1 million year-to-date due mainly to an increase in electronic information
expenses.

                                       21
<PAGE>

MINORITY INTEREST EXPENSE

Minority interest expense results from key employees having purchased a
non-controlling member interest in NWQ at the time of the acquisition. Given the
growth in NWQ's business, the value associated with the non-controlling member
interest also has increased.

ALL OTHER OPERATING EXPENSES

All other operating expenses, including amortization of intangible assets,
travel and entertainment, fund organization costs and other expenses increased
approximately $2.5 million for both the quarter and year-to-date. The increase
in this area is due mainly to the payment of a structuring fee of $1.6 million
in the second quarter of 2005 related to the initial public offering of our
Equity Premium Advantage closed-end exchange-traded fund.

OTHER INCOME/(EXPENSE)

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

The following is a summary of Other Income/(Expense) for the three-month and
six-month periods ended June 30, 2005 and 2004:

OTHER INCOME/(EXPENSE)
(in thousands)

<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED            SIX MONTHS ENDED
                                         JUNE 30,                     JUNE 30,
                                     2005         2004          2005          2004
                                  ---------     ---------     ---------     ---------
<S>                               <C>           <C>           <C>           <C>
Gains/(Losses) on Investments     $    (365)    $     (40)    $   1,549     $   3,253
Gains/(Losses) on Fixed Assets         (418)            -          (417)            -
Miscellaneous Income/(Expense)        3,609         2,420         3,553         1,972
                                  ---------     ---------     ---------     ---------
     Total                        $   2,826     $   2,380     $   4,685     $   5,225
                                  =========     =========     =========     =========
</TABLE>

Total other income/(expense) for the second quarter of 2005 was $2.8 million. As
a result of the early repayment of the private placement debt, the Company
accelerated the recognition of unamortized deferred gains and losses resulting
from various interest rate hedging activity associated with the private
placement debt. This accelerated recognition resulted in $3.6 million of
miscellaneous income for the quarter. Partially offsetting this income were $0.4
million in losses that resulted from the sale of investment securities and
another $0.4 million in losses associated with the write-off of certain
leasehold improvements. Other income/(expense) in the second quarter compares
favorably to the $2.4 million gain recorded in the second quarter of the prior
year related to the release of a customer reserve that was no longer required.

In addition to the $2.8 million in other income/(expense) recorded in the second
quarter of 2005, year-to-date other income/(expense) also includes $1.9 million
of gains recorded in the first quarter of the year on the sale of investment
securities.

                                       22
<PAGE>

NET INTEREST EXPENSE

The following is a summary of Net Interest Expense for the three-month and
six-month periods ended June 30, 2005 and 2004:

NET INTEREST EXPENSE
(in thousands)

<TABLE>
<CAPTION>
                                  THREE MONTHS ENDED         SIX MONTHS ENDED
                                       JUNE 30,                  JUNE 30,
                                   2005         2004         2005         2004
                                 --------     --------     --------     --------
<S>                              <C>          <C>          <C>          <C>
Dividend and Interest Revenue    $  2,356     $    460     $  4,621     $  1,093
Interest Expense                   (6,774)      (2,798)     (10,028)      (6,077)
                                 --------     --------     --------     --------
     Total                       $ (4,418)    $ (2,338)    $ (5,407)    $ (4,984)
                                 ========     ========     ========     ========
</TABLE>

Total net interest expense increased $2.1 million in the second quarter of 2005
due to increased interest expense associated with the repurchase of shares from
STA. Partially offsetting this increase was an increase in interest revenue due
to dividends received during the second quarter of 2005 and interest earned on
consolidated fund investments.

For the six-month period ended June 30, 2005 net interest expense rose only $0.4
million as the second quarter increase of $2.1 million was coupled with the
decline in net interest expense in the first quarter of $1.7 million. The first
quarter decline was the result of an increase in interest earned on available
cash and interest earned on consolidated fund investments.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123 (Revised 2004), "Share-Based Payment" ("SFAS No. 123R"). SFAS No. 123R
is a revision of SFAS No. 123, and supersedes APB Opinion No. 25 and its related
implementation guidance. SFAS No. 123R focuses primarily on accounting for
transactions in which an entity obtains employee services through share-based
payment transactions. SFAS No. 123R requires a public entity to measure the cost
of employee services received in exchange for the award of equity instruments
based on the fair value of the award at the date of grant. The cost will be
recognized over the period during which an employee is required to provide
services in exchange for the award. SFAS No. 123R is effective beginning in the
next fiscal year that begins after June 15, 2005. While the Company currently
follows SFAS No. 123, resulting in the recognition of option expense in the
accompanying consolidated statements of income, the adoption of SFAS No. 123R
will require the use of a slightly different method of accounting for
forfeitures beginning in 2006. This change in methodology will not have a
material impact on the Company's consolidated financial statements.

In May 2005, the FASB issued SFAS No. 154, "Accounting for Changes and Error
Corrections - a Replacement of APB Opinion No. 20 and FASB Statement No. 3"
("SFAS No. 154"). Opinion No. 20 previously required that most voluntary changes
in accounting principle be recognized by including in net income of the period
of change the cumulative effect of changing to the new accounting principle.
SFAS No. 154 requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine the period-specific effects or the cumulative effect of the change.
The Company does not expect SFAS No. 154 to have a material impact on the
Company's consolidated financial statements.

                                       23
<PAGE>

CAPITAL RESOURCES, LIQUIDITY
AND FINANCIAL CONDITION

SENIOR NOTES

On September 19, 2003, the Company issued $300 million of senior unsecured notes
(the "private placement debt"). Proceeds from the private placement debt were
used to refinance existing debt and for general corporate purposes. These notes
carried a fixed coupon rate of 4.22%, payable semi-annually, were issued at 100%
of par, were unsecured and were prepayable at any time in whole or in part.
These notes were originally scheduled to mature on September 19, 2008, but were
repaid on April 6, 2005 with borrowings made under a new Bridge Credit Agreement
(discussed below). At the time of the repayment, the Company also paid
approximately $1.5 million in accrued interest. Under the terms of the private
placement debt, no "make-whole premium" amounts were due.

BANK CREDIT FACILITIES

The Company also has a line of credit with a group of banks. This $250 million
credit line is divided into two equal facilities: one with a three-year term
that expires in August of 2006, and one with a term of 364 days that was
scheduled to expire in August of 2005. Proceeds from borrowings under this
facility may be used for day-to-day cash requirements and general corporate
purposes including acquisitions, share repurchases and asset purchases. The rate
of interest payable under the agreement is, at the Company's option, a function
of one of various floating rate indices. The agreement requires the Company pay
a facility fee at an annual rate of a range of 0.10% to 0.15% of the committed
amount for the three-year facility and a range of 0.09% to 0.13% of the
committed amount for the 364-day facility. At June 30, 2005 and 2004, there were
no amounts outstanding under this line of credit.

During the second quarter of 2005, the Company terminated the 364-day line of
credit and amended the three-year line of credit to permit the borrowings under
a new bridge financing agreement and the use of those borrowings as described
below.

In April 2005, the Company entered into a $750 million Bridge Credit Agreement
with Citigroup. The maturity date of this credit agreement is March 31, 2006.
Borrowings under this facility bear an interest rate, at Nuveen's option, of
either LIBOR or the Federal Funds rate plus a spread equal to 0.335% to 0.470%
based on Nuveen Investments' leverage, with such applicable spread increasing by
0.25% on September 30, 2005 and by an additional 0.25% on December 31, 2005.
This Bridge Credit Agreement requires Nuveen Investments to pay a facility fee
quarterly in arrears in an annual amount ranging from 0.09% to 0.13%, depending
on Nuveen's leverage ratio, and, when applicable, a utilization fee. Also in
April, the Company used approximately $300 million of the amount available under
the bridge facility to prepay the private placement debt and used approximately
$62 million to repurchase its common shares from STA. The Company used an
additional $348 million of the amount available under the bridge facility on
July 28, 2005 to complete the repurchase of its capital stock from STA under the
forward purchase contract. Borrowings under the Bridge Credit Agreement may be
used only for these purposes.

In addition to the above facilities, our broker/dealer subsidiary occasionally
utilizes available, uncommitted lines of credit with no annual facility fees,
which approximate $100 million, to satisfy periodic, short-term liquidity needs.
As of June 30, 2005 and 2004, no borrowings were outstanding on these
uncommitted lines of credit.

                                       24
<PAGE>

REFINANCING OF BRIDGE FACILITY

The Company expects to refinance its borrowings under the bridge facility prior
to the end of 2005 with proceeds from a new debt issuance. The new debt may be
publicly or privately issued, and it is not possible to predict the specific
terms that will be available to the Company. The Company expects the majority of
the new debt to have a term of at least five years and expects the interest
payable on the new debt to exceed the rate payable under the bridge facility,
given its longer term. There can be no assurance that the bridge facility will
be re-financed on favorable terms.

EQUITY AND DIVIDENDS

As part of the NWQ acquisition in 2002, key employees purchased a
non-controlling, member interest in NWQ Investment Management Company, LLC. The
non-controlling interest of approximately $0.4 million as of June 30, 2005, is
reflected in minority interest on the consolidated balance sheets. This purchase
allows management to participate in profits of NWQ above specified levels
beginning January 1, 2003. During the three months and six months ended June 30,
2005, we recorded approximately $1.4 million and $2.8 million of minority
interest expense, which reflects the portion of profits applicable to the
minority shareholders. Beginning in 2004 and continuing through 2008, the
Company has the right to purchase the non-controlling members' respective
interests in NWQ. On March 2, 2005, the Company exercised its right to call 100%
of the Class 3 minority members' interests for $24.7 million. Of the total
amount paid, approximately $22.5 million was recorded as goodwill with the
remainder being recorded as a return of capital.

At June 30, 2005, we held in treasury 44,762,449 shares of Class A common stock.
During the second quarter of 2005, the Company repurchased 35 shares of Class A
common stock in open market transactions as part of an on-going repurchase
program and repurchased 18,192,843 shares directly from STA. As part of a share
repurchase program approved on August 9, 2002, we are authorized to purchase up
to 7.0 million shares of Class A common stock. As of June 30, 2005, the
remaining authorization covered 2.3 million shares.

During the second quarter and first half of 2005, we paid out dividends on
common shares totaling approximately $13.7 million and $30.5 million,
respectively.

BROKER/DEALER

Our broker/dealer subsidiary is subject to requirements of the Securities and
Exchange Commission relating to liquidity and capital standards (See Note 3 to
Consolidated Financial Statements, "Net Capital Requirement").

LIQUIDITY

Management believes that cash provided from operations and borrowings available
under its uncommitted and committed credit facilities will provide the Company
with sufficient liquidity to meet its working capital needs, planned capital
expenditures, future contractual obligations and payment of its anticipated
quarterly dividend.

INFLATION

Our assets are, to a large extent, liquid in nature and therefore not
significantly affected by inflation. However, inflation may result in increases
in our expenses, such as employee compensation, advertising and promotional
costs, and office occupancy costs. To the extent inflation, or the expectation
thereof, results in rising interest rates or has other adverse effects upon the
securities markets and on the value of financial instruments, it may adversely
affect our financial condition

                                       25
<PAGE>

and results of operations. A substantial decline in the value of fixed-income or
equity investments could adversely affect the value of assets we manage, which
in turn would result in a decline in investment advisory and performance fee
revenue.

FORWARD-LOOKING INFORMATION AND RISKS

From time to time, information we provide or information included in our filings
with the SEC (including Management's Discussion and Analysis of Financial
Condition and Results of Operations and the Notes to Consolidated Financial
Statements in this Form 10-Q) may contain statements that are not historical
facts, but are "forward-looking statements" within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended. These statements relate to
future events or future financial performance and reflect management's
expectations and opinions. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "could," "would," "should,"
"expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," or
"potential," or comparable terminology. These statements are only predictions,
and our actual future results may differ significantly from those anticipated in
any forward-looking statements due to numerous known and unknown risks,
uncertainties and other factors. All of the forward-looking statements are
qualified in their entirety by reference to the factors discussed below and
elsewhere in this report. These factors may not be exhaustive, and we cannot
predict the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those predicted in any forward-looking
statements. We undertake no responsibility to update publicly or revise any
forward-looking statements.

Risks, uncertainties and other factors that pertain to our business and the
effects of which may cause our assets under management, earnings, revenues,
profit margins, and/or our stock price to decline include: (1) the effects of
the substantial competition that we, like all market participants, face in the
investment management business, including competition for continued access to
the brokerage firms' retail distribution systems and "wrap fee" managed account
programs where the loss of such access would cause a resulting loss of assets;
(2) the adverse effects of declines in securities markets on our assets under
management and future offerings; (3) the adverse effects of increases in
interest rates from their present levels on the net asset value of our assets
under management that are invested in fixed-income securities and the magnifying
effect such increases in interest rates may have on our leveraged closed-end
exchange-traded funds; (4) the adverse effects of poor investment performance by
our managers or declining markets resulting in redemptions, loss of clients, and
declines in asset values; (5) our failure to comply with contractual
requirements and/or guidelines in our client relationships, which could result
in losses that the client could seek to recover from us and in the client
withdrawing its assets from our management; (6) the competitive pressures on the
management fees we charge; (7) our failure to comply with various government
regulations such as the Investment Advisers Act and the Investment Company Act
of 1940 and other federal and state securities laws that impose, or may in the
future impose, numerous obligations on investment firms and the Securities
Exchange Act of 1934 and other federal and state securities laws and the rules
of National Association of Securities Dealers that impose, or may in the future
impose, numerous obligations on our broker-dealer Nuveen Investments, LLC, where
the failure to comply with such requirements could cause the SEC or other
regulatory authorities to institute proceedings against our investment advisers
and/or broker-dealer and impose sanctions ranging from censure and fines to
termination of an investment adviser or broker-dealer's registration and
otherwise prohibiting an adviser from serving as an adviser; (8) our reliance on
revenues from investment management contracts that are subject to annual renewal
by the independent board of trustees overseeing the related funds according to
their terms; (9) the loss of key employees that could lead to loss of assets;
(10) burdensome regulatory developments brought in response to perceived
industry-wide regulatory violations, including possible government regulation of
the amount and level of fees charged by investment advisers; (11) the impact of
recent accounting pronouncements; (12) the effect of increased leverage on us as
a result of our incurring indebtedness in connection with the

                                       26
<PAGE>

stock repurchase transaction and the stock repurchase forward transaction; and
(13) unforeseen developments in litigation involving the securities industry or
the Company.

                                       27
<PAGE>

                          PART I. FINANCIAL INFORMATION
       ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                                  JUNE 30, 2005

MARKET RISK

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

INTEREST RATE SENSITIVITY

As of June 30, 2005, we had short-term debt under our Bridge Credit Agreement of
$362 million. This facility bears an interest rate, at Nuveen's option, of
either LIBOR or the Federal Funds rate plus a spread equal to 0.335% to 0.470%
based on Nuveen Investments' leverage, with such applicable spread increasing by
0.25% on September 30, 2005 and by an additional 0.25% on December 31, 2005. We
estimate that a 100 basis point increase in interest rates from the level at
June 30, 2005 would result in a $1.8 million increase in interest expense for
the remainder of the year, however it would have no impact on the fair value of
the debt at June 30, 2005. At June 30, 2004 all of our long-term debt was at a
fixed interest rate. A change in interest rates on our fixed debt would have had
no impact on interest incurred or cash flow, but would have had an impact on the
fair value of the debt. We estimate that a 100 basis point (1 percentage point)
increase in interest rates from the levels at June 30, 2004 would have resulted
in a net decrease in the fair value of our debt of approximately $11 million at
June 30, 2004.

In anticipation of longer-term financing that will replace the Bridge Debt
Facility, the Company entered into a series of treasury rate lock transactions
with an aggregate notional amount of $550 million. These treasury rate locks
were accounted for as cash-flow hedges, as they hedge against the variability in
future projected interest payments on the forecasted issuance of fixed rate debt
(the longer-term financing that will replace the Bridge Debt Facility)
attributable to changes in interest rates. At June 30, 2005, if we had closed
out the open treasury rate lock transactions, a payment by the Company of
approximately $4.9 million would have been required. We estimate that a 100
basis point increase in interest rates from the levels at June 30, 2005 would
result in a net payment to the Company of approximately $29 million, a net
change of approximately $34 million. There were no open treasury rate lock
transactions at June 30, 2004.

Our investments consist primarily of Company-sponsored managed investment funds
that invest in a variety of asset classes. Additionally, the Company
periodically invests in new advisory accounts (certain recently created product
portfolios that are not yet being marketed) to establish a performance history
prior to a potential product launch. Company-sponsored funds and accounts are
carried on our consolidated financial statements at fair market value and are
subject to the investment performance of the underlying sponsored fund or
account. Any unrealized gain or loss is recognized upon the sale of the
investment. The carrying value of the Company's investments in fixed-income
funds or accounts, which expose us to interest rate risk, was approximately $44
million and $3 million at June 30, 2005 and 2004, respectively. We estimate that
a 100 basis point (1 percentage point) increase in interest rates from the
levels at June 30, 2005 would have resulted in a net decrease of approximately
$1.7 million in the fair value of the fixed income investments at June 30, 2005.
We estimate that a 100 basis point movement from the levels at June 30, 2004,
would have resulted in an immaterial change in the fair value of the fixed
income investments at June 30, 2004.

                                       28
<PAGE>

Also included in investments at June 30, 2005, are certain swap agreements and
futures contracts that are sensitive to changes in interest rates. The futures
contracts and swap agreements are being used to mitigate overall market risk
related to our investments in certain incubated product portfolios. The fair
value of these instruments totaled approximately $0.9 million at June 30, 2005.
There were no such instruments at June 30, 2004. We estimate that a 100 basis
point (1 percentage point) increase in interest rates from the levels at June
30, 2005 would have resulted in a net increase in the fair value of the open
derivatives of $1.5 million.

EQUITY MARKET SENSITIVITY

As discussed above in the interest rate sensitivity section, we invest in
certain Company-sponsored managed investment funds and accounts that invest in a
variety of asset classes. The carrying value of the Company's investments in
funds and accounts subject to equity price risk is approximately $37 million and
$39 million, at June 30, 2005 and 2004, respectively. We estimate that a 10%
adverse change in equity prices would have resulted in decreases of
approximately $4 million in the fair value of our equity securities at both June
30, 2005 and 2004. The model to determine sensitivity assumes a corresponding
shift in all equity prices.

An adverse movement in the equity prices of our holdings in privately held
companies cannot be easily quantified as our ability to realize returns on
investment depends on the investees' ability to raise additional capital and/or
derive cash inflows from continuing operations.

                         ITEM 4. CONTROLS AND PROCEDURES

Effective as of June 30, 2005, the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chairman and Chief Executive Officer, President, and Senior Vice
President, Finance, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-15(b). Based upon that evaluation, the Company's Chairman and Chief
Executive Officer, President, and Senior Vice President, Finance concluded that
the Company's disclosure controls and procedures are effective and no changes
are required at this time. In connection with management's evaluation, pursuant
to the Exchange Act Rule 13a-15(d), no changes during the quarter ended June 30,
2005 were identified that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.

                                       29
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        As previously reported in the Company's Report on Form 10-K for 2004, a
        putative class action lawsuit was filed on January 10, 2005 (James
        Jacobs et al v Nuveen Investments, Inc. et al., No. 05 C0143 (N.D.
        Ill.)) in federal district court in Chicago by an individual purporting
        to be a shareholder of one open-end fund sponsored by Nuveen. The
        defendants included Nuveen Investments, Inc., Nuveen Institutional
        Advisory Corp. (merged into NAM as of 1/1/05), NWQ Investment Management
        Company, LLC, Rittenhouse Asset Management, Inc., Institutional Capital
        Corp, and the individual Nuveen fund directors, including Nuveen's
        Chairman and Chief Executive Officer Timothy R. Schwertfeger. Purporting
        to sue on behalf of investors in all Nuveen-sponsored open-end mutual
        funds with equity holdings, the plaintiff alleged that the defendants
        breached common law fiduciary duties, duties of care and Sections 36(a),
        36(b) and 47(b) of the Investment Company Act of 1940 by failing to
        ensure that open-end funds participated in securities class action
        settlements for which these funds were eligible. The complaint contained
        no specific allegations that the Nuveen funds failed to participate in
        particular settlements but lists 136 settlements during the period from
        1/10/2000 through 1/10/2005 and alleged that the funds failed to submit
        claims in some of those proceedings. The plaintiff claimed as damages
        disgorgement of fees paid to the investment advisers, compensatory
        damages, punitive damages, attorney's fees, and other unspecified
        relief. The defendants filed a motion to dismiss the complaint on March
        14, 2005.

        By Memorandum Opinion and Order dated July 20, 2005, the court granted
        defendants' motion to dismiss the complaint, dismissing the plaintiff's
        federal claims under Sections 36(a), 36(b), and 47(b) with prejudice,
        and dismissing the plaintiff's common law or state law claims without
        prejudice. The Company has no information regarding whether the
        plaintiff intends to appeal the court's decision.

        As previously disclosed in the Company's Report on Form 10-Q for the
        first quarter of 2005, the Company's subsidiary Symphony Asset
        Management was advised in January 2005 that the SEC staff was reviewing
        performance fees paid by an unaffiliated family of mutual funds to the
        sub-advisers of such funds. Symphony had served as a sub-advisor to one
        of the funds in this unaffiliated fund family (the "Fund") from 1995 to
        May 2001, prior to the Company's acquisition of Symphony in July 2001.
        Although the SEC staff acknowledged that it was not investigating
        Symphony and was not claiming that Symphony had done anything wrong, it
        believed that Symphony may have been overpaid by the Fund, based on
        incorrect fee calculations made by the unaffiliated advisor to the Fund.

        In response, Symphony retained outside counsel to represent it in this
        matter and reviewed the facts surrounding the fee calculations as well
        as the terms of the agreements among Symphony, the Fund and the adviser
        to the Fund. At the time the sub-advisory agreement was entered into,
        Symphony received representations from the Fund and the adviser to the
        Fund that the operation of the Fund and its business complied with legal
        requirements.

        At the end of March 2005, after discussions with legal representatives
        of Symphony and the other sub-advisors to the fund family, the SEC staff
        told us that it plans to defer to the Board of Directors of the Fund to
        review the situation and reach a reasonable settlement with the various
        sub-advisors, including Symphony, and that the Fund Board could take
        into account the sub-advisor's costs of providing investment management
        services to the Fund, including a reasonable profit, and the investment
        management fees charged to similar accounts. Symphony has not yet met
        with the Fund Board to discuss this situation, however, we do not expect
        that the completion of this review process with the Board of Directors
        of the Fund will result in any material liability for the Company.

        From time to time in the ordinary course of business, the Company is
        involved in legal matters such as disputes with employees or customers.
        There are currently no such matters that the Company feels are material.

                                       30
<PAGE>

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

                      ISSUER PURCHASES OF EQUITY SECURITIES

<TABLE>
<CAPTION>
                                                                            (c) Total     (d) Maximum
                                                                              Number         Number
                                                                            of Shares      of Shares
                                                                            Purchased       that May
                                                (a) Total                   as Part of      Yet Be
                                                  Number     (b) Average     Publicly      Purchased
                                                of Shares    Price Paid     Announced      Under the
                    Period                      Purchased     per Share      Program        Program
--------------------------------------------    ---------    -----------    ----------    -----------
<S>                                             <C>          <C>            <C>           <C>
Share purchases prior to April 1, 2005 under
current repurchase program:                     4,684,812     $  37.84       4,684,812     2,315,188

April 1, 2005 - April 30, 2005                         35        34.01              35     2,315,153
May 1, 2005 - May 31, 2005                              -            -               -     2,315,153
June 1, 2005 - June 30, 2005                            -            -               -     2,315,153
                                                ---------    ---------      ----------     ---------
        Total                                   4,684,847     $  37.84       4,684,847     2,315,153
                                                ---------    ---------      ----------     ---------
</TABLE>

      As part of a share repurchase program approved on August 9, 2002, we are
      authorized to purchase up to 7.0 million shares of Class A common stock.
      As of June 30, 2005, there are approximately 2.3 million shares that may
      yet be purchased under the share repurchase program.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      None.

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

      At the Annual Meeting of Shareholders held on May 17, 2005, the eleven
      directors were elected for a one-year term expiring at the annual meeting
      to be held in 2006. The following seven individuals were elected directors
      by the vote of holders of the following number of shares of Class A and
      Class B Common Stock represented at the meeting, voting together as a
      single class:

<TABLE>
<CAPTION>
        DIRECTOR                   FOR                WITHHELD            BROKER NON-VOTE
-----------------------        ----------            ---------            ---------------
<S>                            <C>                   <C>                  <C>
Timothy R. Schwertfeger        89,886,050            2,845,582                   0
John P. Amboian                89,885,633            2,845,999                   0
Willard L. Boyd                91,505,951            1,225,681                   0
John L. Carl                   91,664,194            1,067,438                   0
W. John Driscoll               91,506,044            1,225,588                   0
Duane R. Kullberg              91,506,751            1,224,881                   0
Roderick A. Palmore            91,663,970            1,067,682                   0
</TABLE>

                                       31
<PAGE>

      The following four individuals were elected as Class B directors by the
      vote of holders of the following number of shares of Class B Common Stock
      represented at the meeting, voting as a separate class:

<TABLE>
<CAPTION>
CLASS B DIRECTOR                  FOR               WITHHELD            BROKER NON-VOTE
----------------              ----------            --------            ---------------
<S>                           <C>                   <C>                 <C>
Jay S. Benet                  73,325,214               0                       0
Jay S. Fishman                73,325,214               0                       0
William H. Heyman             73,325,214               0                       0
Samuel G. Liss                73,325,214               0                       0
</TABLE>

      The proposal to ratify the selection of KPMG LLP as independent auditors
      for the Company was approved by a vote of 92,341,686 shares in favor,
      380,935 shares opposed and 9,011 shares abstaining.

      The proposal to ratify the Company's 2005 Equity Incentive Plan was
      approved by a vote of 80,489,477 shares in favor, 8,276,406 shares opposed
      and 3,965,749 shares abstaining.

      The proposal to ratify the Company's Executive Performance Plan was
      approved by a vote of 85,999,574 shares in favor, 2,766,309 shares opposed
      and 3,965,749 shares abstaining.

ITEM 5. OTHER INFORMATION

The next annual shareholder meeting for Nuveen Investments, Inc. has been set
for Thursday, May 11, 2006 in Chicago, Illinois.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

a.) Exhibits. Certain of the following exhibits, as indicated parenthetically,
were previously filed as exhibits to registration statements or reports filed by
the Company with the Commission and are incorporated herein by reference to such
statements or reports and made a part hereof. Exhibit numbers which are
identified with an asterisk (*) have such documents filed herewith. See exhibit
index on page E-1.

3.1   Restated Certificate of Incorporation of the Company (Exhibit 3.1 to
      Registration Statement on Form S-1 filed on April 2, 1992, File No.
      33-46922).

3.2   Certificate of Designations, Preferences and Rights of 5% Cumulative
      convertible Preferred Stock of the Company (Exhibit 3.1(a) to the
      Company's Form 10-Q for quarter ended September 30, 2000).

3.3   Amendment to Restated Certificate of Incorporation of the Company (Exhibit
      3.1(b) to the Company's Form 10-K for year ended December 31, 2002).

3.4   Certificate of Ownership and Merger (Exhibit 3.1(c) to the Company's Form
      10-K for year ended December 31, 2002).

3.5   Amended and Restated By-Laws of the Company (Exhibit 3.2 to the Company's
      Form 10-K for year ended December 31, 1993).

10.1  Repurchase Agreement by and between Nuveen Investments, Inc. and The St.
      Paul Travelers Companies, Inc., dated as of March 29, 2005 (Exhibit 10.1
      to the Company's Form 8-K for the period March 29, 2005).

10.2  Separation Agreement by and between Nuveen Investments, Inc. and The St.
      Paul Travelers Companies, Inc., dated as of April 1, 2005 (Exhibit 10.2 to
      the Company's Form 8-K for the period March 29, 2005).


                                       32
<PAGE>

10.3  Bridge Credit Agreement among the Company, the several financial
      institutions from time to time party thereto as banks, and Citicorp North
      America, Inc., as administrative agent, Citibank Global Markets, Inc., as
      arranger, dated as of April 1, 2005 (Exhibit 10.1 to the Company's Form
      8-K dated April 1, 2005).

10.4  First Amendment to 3-Year Revolving Credit Agreement and Waiver, among the
      Company and certain financial institutions party thereto as lenders, dated
      as of April 4, 2005 (Exhibit 10.2 to the Company's Form 8-K dated April 1,
      2005).

10.5  Underwriting Agreement among The St. Paul Travelers Companies, Inc., the
      Company, St. Paul Fire and Marine Insurance Company, Merrill Lynch,
      Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated
      and the other several underwriters named therein as underwriters, dated as
      of April 6, 2005 (Exhibit 10.1 to the Company's Form 8-K dated April 6,
      2005).

10.6  Indemnity Agreement among The St. Paul Travelers Companies, Inc., the
      Company, Merrill Lynch & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith
      Incorporated, Morgan Stanley & Co. Incorporated and Merrill Lynch
      International Limited, dated as of April 6, 2005 (Exhibit 10.2 to the
      Company's Form 8-K dated April 6, 2005).

10.7  Indemnity Agreement among The St. Paul Travelers Companies, Inc., the
      Company, Morgan Stanley, Morgan Stanley & Co. Incorporated, Merrill Lynch,
      Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. International
      Limited, dated as of April 6, 2005 (Exhibit 10.3 to the Company's Form 8-K
      dated April 6, 2005).

31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the
      Securities Exchange Act of 1934.

31.2* Certification of President pursuant to Rule 13a-14(a) of the Securities
      Exchange Act of 1934.

31.3* Certification of Principal Financial and Accounting Officer pursuant to
      Rule 13a-14(a) of the Securities Exchange Act of 1934.

32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.

32.2* Certification of President pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.3* Certification of Principal Financial and Accounting Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.



                                       33
<PAGE>

                                    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 thereunto duly authorized.

                                    NUVEEN INVESTMENTS, INC.
                                    (Registrant)

DATE: August 4, 2005                By /s/ John P. Amboian
                                    ----------------------
                                    John P. Amboian
                                    President

DATE: August 4, 2005                By /s/ Margaret E. Wilson
                                    -------------------------
                                    Margaret E. Wilson
                                    Senior Vice President, Finance
                                    (Principal Financial and Accounting Officer)

                                       34
<PAGE>

EXHIBIT INDEX


EXHIBIT NO.                        DESCRIPTION
-----------                        -----------

   31.1       Certification of Chief Executive Officer pursuant to Rule
              13a-14(a) of the Securities Exchange Act of 1934.

   31.2       Certification of President pursuant to Rule 13a-14(a) of the
              Securities Exchange Act of 1934.

   31.3       Certification of Principal Financial and Accounting Officer
              pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

   32.1       Certification of Chief Executive Officer pursuant to 18 U.S.C.
              Section 1350, as adopted pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.

   32.2       Certification of President pursuant to 18 U.S.C. Section 1350, as
              adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

   32.3       Certification of Principal Financial and Accounting Officer
              pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
              906 of the Sarbanes-Oxley Act of 2002.





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