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LETTER OF TRANSMITTAL Exchange Offer for All Outstanding 101 / 2% Senior Notes Due 2015 of Nuveen Investments, Inc. Pursuant to the Prospectus dated May 13, 2009

Promissory Note

LETTER OF TRANSMITTAL Exchange Offer for All Outstanding 101 / 2% Senior Notes Due 2015 of Nuveen Investments, Inc. Pursuant to the Prospectus dated May 13, 2009 | Document Parties: NUVEEN ASSET MANAGEMENT | Nuveen Investments, Inc | U S Bank National Association You are currently viewing:
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NUVEEN ASSET MANAGEMENT | Nuveen Investments, Inc | U S Bank National Association

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Title: LETTER OF TRANSMITTAL Exchange Offer for All Outstanding 101 / 2% Senior Notes Due 2015 of Nuveen Investments, Inc. Pursuant to the Prospectus dated May 13, 2009
Date: 5/13/2009

LETTER OF TRANSMITTAL Exchange Offer for All Outstanding 101 / 2% Senior Notes Due 2015 of Nuveen Investments, Inc. Pursuant to the Prospectus dated May 13, 2009, Parties: nuveen asset management , nuveen investments  inc , u s bank national association
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Exhibit 99.1

         LETTER OF TRANSMITTAL
Exchange Offer for All Outstanding
10 1 /
2 % Senior Notes Due 2015
of
Nuveen Investments, Inc.

Pursuant to the Prospectus dated May 13, 2009

 

        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2009 UNLESS EXTENDED (THE "EXPIRATION DATE").  

The Exchange Agent for the Exchange Offer is:
U. S. BANK NATIONAL ASSOCIATION

By Overnight Courier and Regular,
Registered or Certified Mail:

 

By Hand:


U. S. Bank National Association


 


U. S. Bank National Association

60 Livingston Ave.

 

60 Livingston Ave.

St. Paul, Minnesota 55107

 

1st Floor—Bond Drop Window

Attn: Specialized Finance

 

St. Paul, Minnesota 55107

Facsimile Transmissions:
(Eligible Institutions Only)
(651) 495-8158

Confirm by Telephone:
(800) 934-6802

        If you deliver this Letter of Transmittal to an address other than as set forth above or transmit instructions via facsimile other than as set forth above, such delivery or instructions will not be effective. You must sign this Letter of Transmittal in the appropriate space provided and complete the accompanying Substitute Form W-9 or Substitute Form W-8BEN, as applicable.

        Nuveen Investments, Inc. (the "Company") is offering (the "Exchange Offer"), upon the terms and subject to the conditions set forth in the Prospectus, dated May 13, 2009 (the "Prospectus"), and in this Letter of Transmittal (which together, along with any supplements or amendments, collectively constitute the "Exchange Offer Documents") to exchange up to $785,000,000 aggregate principal amount of its 10 1 / 2 % Senior Exchange Notes due 2015 (the "New Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstanding unregistered 10 1 / 2 % Senior Notes due 2015 (the "Old Notes") and the related Guarantees. Capitalized terms used but not otherwise defined in this Letter of Transmittal shall have the respective meanings ascribed to them in the Prospectus.

        The Prospectus and the instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. Questions and requests for assistance or for additional copies of the Prospectus and this Letter of Transmittal may be directed to U. S. Bank National Association at the address and telephone numbers set forth above (the "Exchange Agent").


LETTER OF TRANSMITTAL

        On the terms and subject to the conditions of the Exchange Offer Documents, the undersigned hereby tenders to the Company the aggregate principal amount of Old Notes indicated in the table entitled "Description of Old Notes" below. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby (i) assigns and transfers to, or upon the order of, the Company all right, title, and interest in and to the Old Notes tendered hereby and (ii) irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company) with respect to such Old Notes, with full power of substitution (such power of attorney deemed to be an irrevocable power of attorney coupled with an interest), to (a) deliver certificates evidencing such Old Notes, or cause the transfer of ownership of such Old Notes on the account books maintained by DTC, Euroclear or Clearstream (each, a "Book-Entry Transfer Facility"), together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, and (b) receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms of the Exchange Offer Documents.


 

DESCRIPTION OF OLD NOTES* (Please complete the following table)


 

Names and Address(es) of Registered Holders
(Please complete, if blank)

 

Certificate
Number(s)**

 

Aggregate
Principal Amount
of Old Notes
Represented by
Certificate(s)

 

Aggregate
Principal Amount
of Old Notes
Tendered***

 

 


 

 

 

 

 

 


 

 

 

 

  


 

 

 

 

 


 

 

 

 

Total Principal
Amount Tendered:

 

 

 

 

 

 


 

 

 

      *

 

If the space provided below is inadequate, list the certificate numbers and principal amount of Old Notes on a separate signed schedule and attach the list to this Letter of Transmittal.

    **

 

Need not be completed if Old Notes are being tendered by book-entry.

  ***

 

Unless otherwise indicated in this column, a holder will be deemed to have tendered the entire principal amount of its Old Notes.


 

        The undersigned represents and warrants that it has, if applicable, received from each beneficial owner of the Old Notes being tendered with this Letter of Transmittal ("Beneficial Owner") a duly completed and executed form of "Beneficial Owner Instructions to Registered Holders" accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal. The undersigned further represents and warrants that any such Beneficial Owners are listed in the table entitled "Beneficial Owners" below.


 

BENEFICIAL OWNERS (Please complete the following table, if applicable)


 

Names and Address(es)
of Beneficial Owners

 

Principal State of Residence

 

Amount of Old Notes held by
Registered Holder for account of
Beneficial Owner


 

  


 


 



 

2


        The undersigned hereby acknowledges receipt and review of the Exchange Offer Documents. The undersigned hereby also represents and warrants that (i) any New Notes to be received by the undersigned or, if applicable, any Beneficial Owner (either being a "New Note Holder") will be acquired in the ordinary course of its business, (ii) no New Note Holder has any arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the New Notes in violation of the Securities Act; (iii) if any New Note Holder is not a broker-dealer, such New Note Holder is not engaged in, and does not intend to engage in, a distribution of New Notes, (iv) if any New Note Holder is a broker-dealer that will receive New Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, such New Note Holder will deliver a prospectus in connection with any resale of such New Notes; (v) if any New Note Holder is an "affiliate" (within the meaning of Rule 405 of the Securities Act) of the Company, such New Note Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; and (vi) the undersigned has full power and authority to transfer the Notes in exchange for the New Notes and that the Company will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims. If the undersigned is a broker-dealer, then by acknowledging that it will deliver a prospectus and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" with respect to such New Notes within the meaning of the Securities Act.

        The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment and transfer of the Old Notes tendered hereby.

        All authority conferred or agreed to be conferred by this Letter of Transmittal and every obligation of the undersigned hereunder shall survive the death, incapacity or dissolution of the undersigned and shall be binding upon the undersigned's heirs, executors, administrators, trustees in bankruptcy, legal representatives, successors, and assigns and shall survive the death, incapacity, or dissolution of the undersigned.

        The holder of the tendered Old Notes understands that an acceptance by the Company of Old Notes tendered in compliance with the Exchange Offer Documents and the applicable procedures of the Book Entry Transfer Facilities will be deemed to constitute a binding agreement between such holder and the Company upon the terms and subject to the conditions of the Exchange Offer Documents, as though the holder had signed this Letter of Transmittal.

        Unless otherwise indicated in this Letter of Transmittal under "Special Delivery and Issuance Instructions," please issue the certificates representing the New Notes and return any Old Notes not tendered or not accepted for exchange in the name(s) of the undersigned or, in the case of a book-entry delivery of Old Notes, please credit the account indicated above maintained at the relevant Book-Entry Transfer Facility. Similarly, unless otherwise indicated under "Special Delivery and Issuance Instructions," please mail the certificates representing the New Notes and any certificates for Old Notes not tendered or not accepted for exchange (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s). The undersigned recognizes that the Company has no obligation pursuant to the "Special Delivery and Issuance Instructions" to transfer any Old Notes from the name of the registered holder(s) of these Old Notes if the Company does not accept for exchange any of the Old Notes so tendered.

        The undersigned, by completing the table entitled "Description of Old Notes" above and signing this Letter of Transmittal will be deemed to have tendered the Old Notes as set forth in such table above.

3


METHOD OF TENDER
(Please check only one)

o

Check here if certificates representing Old Notes are enclosed with this Letter of Transmittal.

o

Check here and complete the following if the tendered Old Notes are being tendered by book-entry transfer:

 

 

Name of Tendering Institution:

 

 


 

 

 

Account Number:

 

 


 

 

 

Transaction Code Number:

 

 


o

Check here and complete the following if the tendered Old Notes are being tendered pursuant to a Notice of Guaranteed Delivery previously delivered to the Exchange Agent (Eligible Institutions only):

 

 

Name of Registered Holder(s) of Old Notes:

 

 


 

 

 

Date of Execution of Notice of Guaranteed Delivery:

 

 


 

 

 

Name of Eligible Institution that Guaranteed Delivery:

 

 



SPECIAL DELIVERY AND ISSUANCE INSTRUCTIONS
(Check and complete all that apply. See Instructions 5, 6 and 7)

    To be completed ONLY (i) if New Notes and any Old Notes that are not tendered or not accepted for exchange are to be issued in the name of someone other than the undersigned; or (ii) if New Notes or Old Notes are to be delivered to someone other than the undersigned, or to the undersigned at an address or account other than that shown above.

o

 

Issue New Notes and/or any unexchanged Old Notes to:

 

Name:

 

 



 


 


 


 


Address:


 

 



 


 


 


 

 



 


 


 


 


TIN/SSN:


 

 



o


 


Deliver certificates to the following address:


 


Name:


 

 



 


 


 


 


Address:


 

 



 


 


 


 

 



o


 


Credit New Notes and/or any unexchanged Old Notes


 

 


 

 

to the following Book-Entry Transfer Facility account:

 

 

 

 


4


BROKER-DEALER STATUS
(Check if applicable)

o

CHECK HERE AND COMPLETE THE FOLLOWING IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

Name:

 

 


 

Address:

 

 


 


        If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect of such Old Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

5



IMPORTANT: SIGN HERE
And Complete Substitute Form W-9 or W-8BEN Below

X

 

 



X


 

 


(Signature(s) of Holder(s) of Old Notes)

 

Dated:

 

 


 

, 2009

 

 

Must be signed by the registered holder(s) of Old Notes as their name(s) appear(s) on the certificates for the Old Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Letter of Transmittal.

Fiduciaries and Representatives: Please Complete

If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, agents, officers of corporations, or others acting in a fiduciary or representative capacity, please provide the following information. See Instruction 5.

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