-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ClwcN5u7E/Pp9idA4kae2Ouvu0ZqzcZGT4e1P7CSatukgMsetoG9uZ9z3UvikzSB x1XW2DyxPuUgeQNedUAD7Q== 0000950137-05-002717.txt : 20050307 0000950137-05-002717.hdr.sgml : 20050307 20050307172440 ACCESSION NUMBER: 0000950137-05-002717 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050307 DATE AS OF CHANGE: 20050307 EFFECTIVENESS DATE: 20050307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUVEEN INVESTMENTS INC CENTRAL INDEX KEY: 0000885708 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 363817266 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-123175 FILM NUMBER: 05664808 BUSINESS ADDRESS: STREET 1: 333 W WACKER DR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129177700 MAIL ADDRESS: STREET 1: 333 WEST WACKER DR CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: NUVEEN JOHN COMPANY DATE OF NAME CHANGE: 19930328 S-8 1 c92862sv8.txt REGISTRATION STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 2005 REGISTRATION NO. 333-_________ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- 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 60606 Chicago, Illinois (Zip Code) (Address of Principal Executive Offices) Second Amendment and Restatement of the John Nuveen Company 1996 Equity Incentive Award Plan (Full title of the Plan) ---------------------------------------------------------------- Alan G. Berkshire, Esq. Senior Vice President, General Counsel and Secretary Nuveen Investments, Inc. 333 West Wacker Drive Chicago, Illinois 60606 (Name and address of agent for service) (312) 917-7700 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF REGISTERED (1) REGISTERED (1) PRICE PER SHARE (2) AGGREGATE OFFERING PRICE (2) REGISTRATION FEE - ------------------------- ---------------- ------------------------- ---------------------------- ---------------- Class A Common Stock, $.01 2,353,715 shares $39.06 $91,936,107.90 $10,820.88 per value
(1) In accordance with Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional shares of Class A common stock, par value $.01 per share, which may be issued pursuant to the Second Amendment and Restatement of The John Nuveen Company 1996 Equity Incentive Award Plan to prevent dilution from stock splits, stock dividends or similar transactions. (2) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h) and 457(c) under the Securities Act of 1933, as amended, on the basis of the average high and low prices reported for shares on the New York Stock Exchange on March 4, 2005. EXPLANATORY NOTE Pursuant to General Instruction E of Form S-8, this registration statement registers an additional 2,353,715 shares of Class A Common Stock, par value $.01, that may be awarded under the Second Amendment and Restatement of the John Nuveen Company 1996 Equity Incentive Award Plan. Registration Statement No. 333-90420, as filed on June 13, 2002, registered 9,000,000 shares of Class A Common Stock to be issued under the Second Amendment and Restatement of the John Nuveen Company 1996 Equity Incentive Award Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The contents of the Registration Statement on Form S-8 as filed on June 13, 2002, Registration Statement No. 333-90420, are incorporated by reference into this Registration Statement. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The legality of the Class A Common Stock being registered is being passed upon for the Registrant by Alan G. Berkshire, Esq. Senior Vice President, General Counsel and Secretary of the Registrant. At March 1, 2005, Mr. Berkshire owned 40,235 shares of the Class A Common Stock, which includes 6,000 shares held by his spouse and 14,685 shares of unvested restricted stock. Mr. Berkshire also holds unexercised options to purchase an aggregate 688,097 shares (301,000 of which are vested) of Class A Common Stock granted under the Second Amendment and Restatement of The John Nuveen Company 1996 Equity Incentive Award Plan. ITEM 8. EXHIBITS. The following documents are filed as exhibits to this Registration Statement: Exhibit No. Description 4.1 Certificate of Amendment of Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1(b) to the Registration Statement on Form 10-K for the year ended December 31, 2002). 5 Opinion of Counsel. 23.1 Independent Accountants' Consent. 23.2 Consent of Counsel (included in Exhibit 5). 24.1 Powers of attorney. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, Illinois, on the 7th day of March, 2005. NUVEEN INVESTMENTS, INC. By: /s/ Alan G. Berkshire ------------------------------ Alan G. Berkshire, Senior Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities on March 7, 2005. SIGNATURE TITLE Chairman, Chief Executive Officer and Director (Principal Executive * Officer) ------------------------------------ Timothy R. Schwertfeger * President and Director ------------------------------------ John P. Amboian * Director ------------------------------------ Willard L. Boyd * Director ------------------------------------ Samuel G. Liss * Director ------------------------------------ John L. Carl * Director ------------------------------------ W. John Driscoll Director ------------------------------------ Jay S. Fishman * Director ------------------------------------ William H. Heyman * Director ------------------------------------ Duane R. Kullberg Director ------------------------------------ Roderick A. Palmore * Director ------------------------------------ Jay S. Benet Senior Vice President, Finance (Principal Financial and /s/ Margaret E. Wilson Accounting Officer) ------------------------------------ Margaret E. Wilson /s/ Alan G. Berkshire ------------------------------------- Alan G. Berkshire *As Attorney-in-Fact for each of the persons indicated INDEX TO EXHIBITS Exhibit No. Description 4.1 Certificate of Amendment of Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1(b) to the Registration Statement on Form 10-K for the year ended December 31, 2002). 5 Opinion of Counsel. 23.1 Independent Accountants' Consent. 23.2 Consent of Counsel (included in Exhibit 5). 24.1 Powers of attorney. EX-5 2 c92862exv5.txt OPINION OF COUNSEL EXHIBIT 5 OPINION OF COUNSEL [Letterhead of Nuveen Investments, Inc.] March 7, 2005 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: As Senior Vice President, General Counsel and Secretary of Nuveen Investments, Inc., a Delaware corporation (the "Company"), I am familiar with the Registration Statement on Form S-8 (the "Registration Statement") being filed by the Company under the Securities Act of 1933, as amended, relating to the registration of 2,353,715 shares of the Company's Class A Common Stock, par value $.01 per share, (the "Class A Common Stock") issuable pursuant to the Second Amendment and Restatement of The John Nuveen Company 1996 Equity Incentive Plan (the "Equity Plan"). The Equity Plan was approved by the Company's Board of Directors in February 2002 and was approved by the Company's shareholders at the Annual Meeting in May 2002 (the "Annual Meeting"). I am also familiar with the Company's Restated Certificate of Incorporation, as amended, and its By-Laws, and with all corporate and other proceedings taken by the Board of Directors relative to the authorization of the Equity Plan. I have relied as to factual matters on certificates or other documents furnished by the Company or its officers and by governmental authorities and upon such other documents and data that I deemed appropriate. I am not a member of the Bar of any jurisdiction other than the State of Illinois and I express no opinion as to the law of any jurisdiction other than the laws of the State of Illinois and the General Corporation Law of the State of Delaware. Based on such examination and review and subject to the foregoing, it is my opinion that the Company is a corporation duly organized and validly existing under the laws of the State of Delaware; that the Equity Plan, including the authority to issue an additional 2,353,715 shares of the Class A Common Stock thereunder, has been duly authorized by appropriate corporate action of the Company; and that the aforesaid 2,353,715 shares of the Class A Common Stock, when issued pursuant to the provisions of the Equity Plan, will be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to its use in connection therewith. In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. Very truly yours, /s/ Alan G. Berkshire -------------------------------------- Alan G. Berkshire Senior Vice President, General Counsel and Secretary EX-23.1 3 c92862exv23w1.txt INDEPENDENT ACCOUNTANTS' CONSENT EXHIBIT 23.1 Consent of Independent Registered Public Accounting Firm The Board of Directors Nuveen Investments, Inc.: We consent to the incorporation by reference in the registration statement No. 333-90420 on Form S-8 of Nuveen Investments, Inc. of our report dated February 24, 2005, with respect to the consolidated balance sheets of Nuveen Investments, Inc. as of December 31, 2004 and 2003, and the related consolidated statements of income, changes in common stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2004, management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 and the effectiveness of internal control over financial reporting as of December 31, 2004, which reports appear in the December 31, 2004 annual report on Form 10-K of Nuveen Investments, Inc. Our report refers to the Company's expensing the cost of stock options per the fair value recognition provisions of Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation," effective April 1, 2004. /s/ KPMG LLP Chicago, IL March 7, 2005 EX-24.1 4 c92862exv24w1.txt POWERS OF ATTORNEY EXHIBIT 24.1 NUVEEN INVESTMENTS, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Nuveen Investments, Inc., hereby constitutes and appoints JOHN P. AMBOIAN and ALAN G. BERKSHIRE, and each of them (with full power to each of them to act alone) his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to execute a Registration Statement on Form S-8 pursuant to the requirements of the Securities Exchange Act of 1933, as amended, including any and all amendments thereto, with all exhibits thereto, and any and all other documents in connection therewith, and to file the same with the Securities and Exchange Commission and any regulatory authority, federal or state, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned director of Nuveen Investments, Inc. has hereunto set his hand this 28th day of February 2005. /s/ Timothy R. Schwertfeger ------------------------------ Timothy R. Schwertfeger STATE OF ILLINOIS ) )SS COUNTY OF COOK ) On this 28th day of February 2005, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledges the same to be his voluntary act and deed for the intent and purposes therein set forth. (SEAL) /s/ Jose A. Visaya ------------------------------ Notary Public My Commission Expires: May 15, 2005 NUVEEN INVESTMENTS, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Nuveen Investments, Inc., hereby constitutes and appoints ALAN G. BERKSHIRE, (with full power to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to execute a Registration Statement on Form S-8 pursuant to the requirements of the Securities Exchange Act of 1933, as amended, including any and all amendments thereto, with all exhibits thereto, and any and all other documents in connection therewith, and to file the same with the Securities and Exchange Commission and any regulatory authority, federal or state, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned director of Nuveen Investments, Inc. has hereunto set his hand this 28th day of February 2005. /s/ John P. Amboian ------------------------------ John P. Amboian STATE OF ILLINOIS ) )SS COUNTY OF COOK ) On this 28th day of February 2005, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledges the same to be his voluntary act and deed for the intent and purposes therein set forth. (SEAL) /s/ Jose A. Visaya ------------------------------ Notary Public My Commission Expires: May 15, 2005 NUVEEN INVESTMENTS, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Nuveen Investments, Inc., hereby constitutes and appoints JOHN P. AMBOIAN and ALAN G. BERKSHIRE, and each of them (with full power to each of them to act alone) his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to execute a Registration Statement on Form S-8 pursuant to the requirements of the Securities Exchange Act of 1933, as amended, including any and all amendments thereto, with all exhibits thereto, and any and all other documents in connection therewith, and to file the same with the Securities and Exchange Commission and any regulatory authority, federal or state, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned director of Nuveen Investments, Inc. has hereunto set his hand this 28th day of February 2005. /s/ Willard L. Boyd ------------------------------ Willard L. Boyd STATE OF IOWA ) )SS COUNTY OF JOHNSON ) On this 28th day of February 2005, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledges the same to be his voluntary act and deed for the intent and purposes therein set forth. (SEAL) /s/ Grace Newby ------------------------------ Notary Public My Commission Expires: October 27, 2005 NUVEEN INVESTMENTS, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Nuveen Investments, Inc., hereby constitutes and appoints JOHN P. AMBOIAN and ALAN G. BERKSHIRE, and each of them (with full power to each of them to act alone) his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to execute a Registration Statement on Form S-8 pursuant to the requirements of the Securities Exchange Act of 1933, as amended, including any and all amendments thereto, with all exhibits thereto, and any and all other documents in connection therewith, and to file the same with the Securities and Exchange Commission and any regulatory authority, federal or state, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned director of Nuveen Investments, Inc. has hereunto set his hand this 24th day of February 2005. /s/ W. John Driscoll ------------------------------ W. John Driscoll STATE OF MINNESOTA ) )SS COUNTY OF RAMSEY ) On this 24th day of February 2005, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledges the same to be his voluntary act and deed for the intent and purposes therein set forth. (SEAL) /s/ Cheryl M. McNary ------------------------------ Notary Public My Commission Expires: January 31, 2010 NUVEEN INVESTMENTS, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Nuveen Investments, Inc., hereby constitutes and appoints JOHN P. AMBOIAN and ALAN G. BERKSHIRE, and each of them (with full power to each of them to act alone) his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to execute a Registration Statement on Form S-8 pursuant to the requirements of the Securities Exchange Act of 1933, as amended, including any and all amendments thereto, with all exhibits thereto, and any and all other documents in connection therewith, and to file the same with the Securities and Exchange Commission and any regulatory authority, federal or state, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned director of Nuveen Investments, Inc. has hereunto set his hand this 25th of February 2005. /s/ Duane R. Kullberg ------------------------------ Duane R. Kullberg STATE OF ARIZONA ) )SS COUNTY OF MARICOPA ) On this 25th day of February 2005, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledges the same to be his voluntary act and deed for the intent and purposes therein set forth. (SEAL) /s/ Melissa A. Williams ------------------------------ Notary Public My Commission Expires: May 19, 2006 NUVEEN INVESTMENTS, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Nuveen Investments, Inc., hereby constitutes and appoints JOHN P. AMBOIAN and ALAN G. BERKSHIRE, and each of them (with full power to each of them to act alone) his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to execute a Registration Statement on Form S-8 pursuant to the requirements of the Securities Exchange Act of 1933, as amended, including any and all amendments thereto, with all exhibits thereto, and any and all other documents in connection therewith, and to file the same with the Securities and Exchange Commission and any regulatory authority, federal or state, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned director of Nuveen Investments, Inc. has hereunto set his hand this 28th day of February 2005. /s/ John L. Carl ------------------------------ John L. Carl STATE OF ILLINOIS ) )SS COUNTY OF COOK ) On this 28th day of February 2005, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledges the same to be his voluntary act and deed for the intent and purposes therein set forth. (SEAL) /s/ Jose A. Visaya ------------------------------ Notary Public My Commission Expires: May 15, 2005 NUVEEN INVESTMENTS, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Nuveen Investments, Inc., hereby constitutes and appoints JOHN P. AMBOIAN and ALAN G. BERKSHIRE, and each of them (with full power to each of them to act alone) his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to execute a Registration Statement on Form S-8 pursuant to the requirements of the Securities Exchange Act of 1933, as amended, including any and all amendments thereto, with all exhibits thereto, and any and all other documents in connection therewith, and to file the same with the Securities and Exchange Commission and any regulatory authority, federal or state, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned director of Nuveen Investments, Inc. has hereunto set his hand this 28th day of February 2005. /s/ Samuel G. Liss ------------------------------ Samuel G. Liss STATE OF ILLINOIS ) )SS COUNTY OF COOK ) On this 28th day of February 2005, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledges the same to be his voluntary act and deed for the intent and purposes therein set forth. (SEAL) /s/ Jose A. Visaya ------------------------------ Notary Public My Commission Expires: May 15, 2005 NUVEEN INVESTMENTS, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Nuveen Investments, Inc., hereby constitutes and appoints JOHN P. AMBOIAN and ALAN G. BERKSHIRE, and each of them (with full power to each of them to act alone) his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to execute a Registration Statement on Form S-8 pursuant to the requirements of the Securities Exchange Act of 1933, as amended, including any and all amendments thereto, with all exhibits thereto, and any and all other documents in connection therewith, and to file the same with the Securities and Exchange Commission and any regulatory authority, federal or state, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned director of Nuveen Investments, Inc. has hereunto set his hand this 28th day of February 2005. /s/ William H. Heyman ------------------------------ William H. Heyman STATE OF ILLINOIS ) )SS COUNTY OF COOK ) On this 28th day of February 2005, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledges the same to be his voluntary act and deed for the intent and purposes therein set forth. (SEAL) /s/ Jose A. Visaya ------------------------------ Notary Public My Commission Expires: May 15, 2005 NUVEEN INVESTMENTS, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Nuveen Investments, Inc., hereby constitutes and appoints JOHN P. AMBOIAN and ALAN G. BERKSHIRE, and each of them (with full power to each of them to act alone) his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to execute a Registration Statement on Form S-8 pursuant to the requirements of the Securities Exchange Act of 1933, as amended, including any and all amendments thereto, with all exhibits thereto, and any and all other documents in connection therewith, and to file the same with the Securities and Exchange Commission and any regulatory authority, federal or state, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned director of Nuveen Investments, Inc. has hereunto set his hand this 28th day of February 2005. /s/ Jay S. Benet ------------------------------ Jay S. Benet STATE OF ILLINOIS ) )SS COUNTY OF COOK ) On this 28th day of February 2005, personally appeared before me, a Notary Public in and for said County and State, the person named above who is known to me to be the person whose name and signature is affixed to the foregoing Power of Attorney and who acknowledges the same to be his voluntary act and deed for the intent and purposes therein set forth. (SEAL) /s/ Jose A. Visaya ------------------------------ Notary Public My Commission Expires: May 15, 2005 -----END PRIVACY-ENHANCED MESSAGE-----