-----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, ENMYruLSNz8Lp443HRwIKVoT99gkyXwq+83m5l2UOEunxZ2glfbjAPB44IixNbY6 gu/kQfgov3LhIpqynKX7kw== 0000950137-05-006370.txt : 20050523 0000950137-05-006370.hdr.sgml : 20050523 20050523163913 ACCESSION NUMBER: 0000950137-05-006370 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050523 DATE AS OF CHANGE: 20050523 EFFECTIVENESS DATE: 20050523 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: 333-125157 FILM NUMBER: 05851665 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 c95478sv8.htm REGISTRATION STATEMENT sv8
Table of Contents

As filed with the Securities and Exchange Commission on May 23, 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    
Chicago, Illinois   60606
(Address of Principal Executive Offices)   (Zip Code)

Nuveen Investments, Inc. 2005 Equity Incentive 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

                                 
   
            Proposed maximum     Proposed maximum        
Title of securities to be   Amount to be     offering price per     aggregate offering     Amount of  
registered (1)   registered (1)     share (2)     price (2)     registration fee  
 
Class A Common Stock, $0.01 per value
  7,000,000 shares     $  34.11     $ 238,770,000.00     $ 28,103.23  
 


(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 $0.01 per share, which may be issued pursuant to the Nuveen Investments, Inc. 2005 Equity Incentive 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 May 18, 2005.

 
 

 


TABLE OF CONTENTS

PART I
PART II
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption From Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
INDEX TO EXHIBITS
Opinion of Counsel
Independent Accountants' Consent
Powers of Attorney


Table of Contents

PART I

     The prospectus containing information required by Part I of Form S-8 and related to this Registration Statement is omitted from this Registration Statement in accordance with the Note to Part I of Form S-8. Nuveen Investments, Inc. (the “Registrant”) will send or give to each participant in the Nuveen Investments, Inc. 2005 Equity Incentive Plan a copy of the prospectus. In accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), the prospectus is not being filed with or included in this Registration Statement. The prospectus and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended.

 


Table of Contents

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents previously filed with the SEC by the Registrant pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), are incorporated by reference herein:

  (1)   The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the SEC on March 3, 2005.
 
  (2)   The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed with the SEC on May 9, 2005.
 
  (3)   The Registrant’s Current Reports on Form 8-K filed on January 19, 2005; January 21, 2005; February 4, 2005; March 30, 2005; April 1, 2005; April 7, 2005; April 12, 2005 and May 23, 2005 (other than those portions furnished under Items 2.02 or 7.01).
 
  (4)   The description of the Registrant’s Class A common stock, $0.01 par value (the “Class A Common Stock”), contained in the Registrant’s Registration Statement on Form 8-A, filed with the SEC pursuant to Section 12 of the 1934 Act on April 27, 1992, and any amendments or reports filed for the purpose of updating such description.

     All documents subsequently filed with the SEC by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment (i) which indicates that all securities offered herein have been sold or (ii) which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the respective dates of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof or of the related prospectus to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

     This item is not applicable as the Registrant’s Class A Common Stock is registered under Section 12 of the 1934 Act.

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 May 1, 2005, Mr. Berkshire owned 36,796 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 has also been granted options which have not been exercised to purchase an aggregate 674,282 shares (301,000 of which are vested) of Class A Common Stock under the Second Amendment and Restatement of The John Nuveen Company 1996 Equity Incentive Award Plan. Mr. Berkshire does not currently beneficially own any shares of Class A Common Stock, or options exercisable therefor, under the Nuveen Investments, Inc. 2005 Equity Incentive Plan.

Item 6. Indemnification of Directors and Officers.

     The Registrant’s Restated Certificate of Incorporation limits, to the maximum extent permitted by Delaware law, the personal liability of directors for monetary damages for breach of their fiduciary duties as a director. The Registrant’s Amended and Restated By-laws provide that directors, officers and employees will be indemnified to

II - 1


Table of Contents

the fullest extent authorized by the Delaware General Corporation Law with respect to actions, suits or proceedings. The Registrant’s Amended and Restated By-laws require the Registrant to pay or reimburse all expenses, including attorneys’ fees, incurred by a director, officer or employee in defending any such proceeding, upon an undertaking by such party to repay such expenses if it is ultimately determined that such party was not entitled to be indemnified by the Registrant. From time to time, officers and directors may be provided with indemnification agreements that are consistent with the foregoing provisions. The Registrant believes that these agreements and arrangements are necessary to attract and retain qualified persons as directors and officers.

     Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify a director, officer, employee or agent who was or is a party, or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he was a director, officer, employee or agent of the corporation or was serving at the request of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Item 7. Exemption From Registration Claimed.

      Not Applicable.

Item 8. Exhibits.

     The following documents are filed as exhibits to this Registration Statement:

     
Exhibit No.   Description
 
   
4.1
  Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 filed on April 2, 1992, File No. 333-46922.)
 
   
4.2
  Certificate of Designations, Preferences and Rights of 5% Cumulative Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1(a) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.)
 
   
4.3
  Certificate of Amendment of Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1(b) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002.)
 
   
4.4
  Certificate of Ownership and Merger (incorporated by reference to Exhibit 3.1(c) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002.)
 
   
4.5
  Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993.)
 
   
5
  Opinion of Counsel.
 
   
10.1
  Nuveen Investments, Inc. 2005 Equity Incentive Plan (incorporated by reference to Exhibit A to the Registrant’s Definitive Proxy Statement filed on April 15, 2005.)
 
   
23.1
  Independent Accountants’ Consent.
 
   
23.2
  Consent of Counsel (included in Exhibit 5).
 
   
24.1
  Powers of attorney.

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Table of Contents

Item 9. Undertakings.

     The Registrant hereby undertakes:

         (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

   (i) To include any prospectus required by section 10(a)(3) of the Securities Act;

   (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

   (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

      provided, however, that clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

               (b) That, for the purpose of determining any liability under the Securities Act of 1933, as amended (the “Securities Act”), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

               (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s’ annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II - 3


Table of Contents

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 23rd day of May, 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 May 23, 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
   
 
   
/s/ Margaret E. Wilson
Margaret E. Wilson
  Senior Vice President, Finance (Principal Financial and Accounting Officer)
 
   
/s/ Alan G. Berkshire
Alan G. Berkshire
   

   
*As Attorney-in-Fact for each of the persons indicated
   

  II- 4

 


Table of Contents

INDEX TO EXHIBITS

     
Exhibit No.   Description
 
   
4.1
  Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 filed on April 2, 1992, File No. 333-46922.)
 
   
4.2
  Certificate of Designations, Preferences and Rights of 5% Cumulative Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1(a) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.)
 
   
4.3
  Certificate of Amendment of Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1(b) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002.)
 
   
4.4
  Certificate of Ownership and Merger (incorporated by reference to Exhibit 3.1(c) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002.)
 
   
4.5
  Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993.)
 
   
5
  Opinion of Counsel.
 
   
10.1
  Nuveen Investments, Inc. 2005 Equity Incentive Plan (incorporated by reference to Exhibit A to the Registrant’s Definitive Proxy Statement filed on April 15, 2005.)
 
   
23.1
  Independent Accountants’ Consent.
 
   
23.2
  Consent of Counsel (included in Exhibit 5).
 
   
24.1
  Powers of attorney.

 

EX-5 2 c95478exv5.htm OPINION OF COUNSEL exv5
 

Exhibit 5

OPINION OF COUNSEL

[Letterhead of Nuveen Investments, Inc.]

May 23, 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 7,000,000 shares of the Company’s Class A Common Stock, par value $.01 per share, (the “Class A Common Stock”) issuable pursuant to the Nuveen Investments, Inc. 2005 Equity Incentive Plan (the “Equity Plan”). The Equity Plan was approved by the Company’s Board of Directors in January 2005 and was approved by the Company’s shareholders at the Annual Meeting in May 2005 (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 7,000,000 shares of the Class A Common Stock thereunder, has been duly authorized by appropriate corporate action of the Company; and that the aforesaid 7,000,000 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 c95478exv23w1.htm INDEPENDENT ACCOUNTANTS' CONSENT exv23w1
 

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 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
May 23, 2005

 

EX-24.1 4 c95478exv24w1.htm POWERS OF ATTORNEY exv24w1
 

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 with respect to the Nuveen Investments, Inc. 2005 Equity Incentive Plan 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 17th day of May 2005.

                     
              /s/ Timothy R. Schwertfeger    
                   
              Timothy R. Schwertfeger    
STATE OF ILLINOIS
  )              
  )SS            
COUNTY OF COOK
  )              

On this 17th day of May 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/ Virginia L. Corcoran    
               
               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 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 with respect to the Nuveen Investments, Inc. 2005 Equity Incentive Plan 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 17th day of May 2005 .
         
     
  /s/ John P. Amboian    
  John P. Amboian   
     
 

     
STATE OF ILLINOIS
   )
   )SS
COUNTY OF COOK
   )

On this 17th day of May 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/ Virginia L. Corcoran
     
  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 with respect to the Nuveen Investments, Inc. 2005 Equity Incentive Plan 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 17th day of May 2005 .
         
     
  /s/ Willard L. Boyd    
  Willard L. Boyd   
     
 

     
STATE OF IOWA
   )
   )SS
COUNTY OF JOHNSON
   )

On this 17th day of May 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/ Virginia L. Corcoran
     
  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 with respect to the Nuveen Investments, Inc. 2005 Equity Incentive Plan 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 17th day of May 2005 .
         
     
  /s/ Samuel G. Liss    
  Samuel G. Liss   
     
 

     
STATE OF ILLINOIS
   )
   )SS
COUNTY OF COOK
   )

On this 17th day of May 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/ Virginia L. Corcoran
     
  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 with respect to the Nuveen Investments, Inc. 2005 Equity Incentive Plan 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 17th day of May 2005.
         
     
  /s/ John L. Carl    
  John L. Carl   
     
 

     
STATE OF ILLINOIS
   )
   )SS
COUNTY OF COOK
   )

On this 17th day of May 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/ Virginia L. Corcoran
     
  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 with respect to the Nuveen Investments, Inc. 2005 Equity Incentive Plan 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 17th day of May 2005.
         
     
  /s/ W. John Driscoll    
  W. John Driscoll   
     
 

     
STATE OF MINNESOTA
   )
   )SS
COUNTY OF RAMSEY
   )

On this 17th day of May 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/ Virginia L. Corcoran
     
  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 with respect to the Nuveen Investments, Inc. 2005 Equity Incentive Plan 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 17th day of May 2005.

     
  /s/ William H. Heyman
   
  William H. Heyman
             
STATE OF ILLINOIS
    )      
    )   SS  
COUNTY OF COOK
    )      

On this 17th day of May 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/ Virginia L. Corcoran
   
          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 with respect to the Nuveen Investments, Inc. 2005 Equity Incentive Plan 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 17th day of May 2005.

     
  /s/ Duane R. Kullberg
   
  Duane R. Kullberg
             
STATE OF ARIZONA
    )      
    )   SS  
COUNTY OF MARICOPA
    )      

On this 17th day of May 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/ Virginia L. Corcoran
   
          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 with respect to the Nuveen Investments, Inc. 2005 Equity Incentive Plan 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 17th day of May 2005.

     
  /s/ Jay S. Benet
   
  Jay S. Benet
             
STATE OF ILLINOIS
    )      
    )   SS  
COUNTY OF COOK
    )      

On this 17th day of May 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/ Virginia L. Corcoran
   
         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 with respect to the Nuveen Investments, Inc. 2005 Equity Incentive Plan 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 17th day of May 2005.

     
  /s/ Roderick A. Palmore
   
  Roderick A. Palmore
             
STATE OF ILLINOIS
    )      
    )   SS  
COUNTY OF COOK
    )      

On this 17th day of May 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/ Virginia L. Corcoran
   
         Notary Public

My Commission Expires: October 27, 2005

 

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