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                                                                    EXHIBIT 24.2

                        CERTIFIED COPY OF RESOLUTION

The undersigned, John P. Amboian, Secretary of The John Nuveen Company, a
Delaware corporation (the "Company"), does hereby certify:

1.   That he is the duly elected, qualified and acting Secretary of the
Company, and has custody of the corporate records and is a proper officer to
make this certification.

2.   That at a meeting of the Board of Directors of the Company duly called,
convened and held on February 9, 1998, at which a quorum was present and voted
throughout, the following resolution was duly adopted by said board and said
resolution has not been amended, altered or repealed and remains in full force
and effect on the date hereof:

     RESOLVED, that each member of the Board of Directors and any officer of
the Company who may be required to execute any such annual, periodic or special
report, or any amendment or amendments thereto, be, and each of them hereby is,
authorized to execute a power of attorney appointing John P. Amboian and Alan
G. Berkshire, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him on his
behalf  and in his name, place and stead, in any and all capacities, to sign
the report and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, 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 or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, and 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 has caused this certificate to be executed
and the seal of the Company to be hereunto appended this 26th day of March,
1998.

(SEAL)



                                                /s/ John P. Amboian
                                               --------------------------
                                               John P. Amboian, Secretary