<PAGE>
As filed with the Securities and Exchange Commission on June 9, 1999
================================================================================
1933 Act File No. 333-68539
1940 Act File No. 811-09135
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
(Check appropriate box or boxes)
[_] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[_] Pre-Effective Amendment No. __________
[X] Post-Effective Amendment No. 1
and
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 4
Nuveen New York Dividend Advantage Municipal Fund
(previously New York Municipal Advantage Fund)
Exact Name of Registrant as Specified in Declaration of Trust
333 West Wacker Drive, Chicago, Illinois 60606
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
(800) 257-8787
Registrant's Telephone Number, including Area Code
Gifford R. Zimmerman
Vice President and Secretary
333 West Wacker Drive
Chicago, Illinois 60606
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
Copies of Communications to:
Janet D. Olsen Thomas S. Harman Thomas A. DeCapo
Bell, Boyd & Lloyd Morgan, Lewis & Bockius LLP Skadden, Arps, Slate,
70 W. Madison St. 1800 M Street, N.W. Meagher & Flom LLP
Chicago, IL 60602 Washington, D.C. 20036 One Beacon Street
Boston, MA 02108
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement
_________________
[X] This Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act and the Securities Act registration statement
number of the earlier effective registration statement for the same
offering is 333-68539.
_________________
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
======================================================================================================================
Proposed Maximum Amount of
Title of Securities Being Amount Being Proposed Maximum Aggregate Offering Registration
Registered Registered Offering Price Per Unit Price(1) Fee(2)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, $.01 par value 9,487,500 $15.00 $142,312,500 $39,563
======================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) All fees have previously been paid.
================================================================================
<PAGE>
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND
_______________
CROSS REFERENCE SHEET
Part A - Prospectus
<TABLE>
<CAPTION>
Items in Part A of Form N-2 Location in Prospectus
--------------------------- ----------------------
<S> <C> <C>
Item 1. Outside Front cover...................... Cover Page
Item 2. Cover Pages; Other Offering Information.. Cover Page
Item 3. Fee Table and Synopsis................... Prospectus Summary; Summary of Fund Expenses
Item 4. Financial Highlights..................... Not Applicable
Item 5. Plan of Distribution..................... Cover Page; Prospectus Summary; Underwriting
Item 6. Selling Shareholders..................... Not Applicable
Item 7. Use of Proceeds.......................... Use of Proceeds; The Fund's Investments
Item 8. General Description of the Registrant.... The Fund; The Fund's Investments; MuniPreferred(R) Shares
and Leverage; Risks; How the Fund Manages Risk; Description
of Shares; Certain Provisions in the Declaration of Trust
Item 9. Management............................... Management of the Fund; Custodian and Transfer Agent
Item 10. Capital Stock, Long-Term Debt, and Other
Securities.............................. Description of Shares; MuniPreferred Shares and Leverage;
Distributions; Dividend Reinvestment Plan; Certain
Provisions in the Declaration of Trust; Tax Matters
Item 11. Defaults and Arrears on Senior Securities Not Applicable
Item 12. Legal Proceedings........................ Other Matters
Item 13. Table of Contents of the Statement of
Additional Information.................. Table of Contents of the Statement of
Additional Information
</TABLE>
<PAGE>
Part B - Statement of Additional Information
<TABLE>
<CAPTION>
Location in Statement of
Items in Part A of Form N-2 Additional Information
--------------------------- ------------------------
<S> <C> <C>
Item 14. Cover Page.............................. Cover Page
Item 15. Table of Contents....................... Cover Page
Item 16. General Information and History......... Not Applicable
Item 17. Investment Objective and Policies....... Investment Objectives and Policies;
Investment Policies and Techniques;
Portfolio Transactions
Item 18. Management.............................. Management of the Fund; Portfolio
Transactions
Item 19. Control Persons and Principal Holders of
Securities............................. Management of the Fund
Item 20. Investment Advisory and Other Services.. Management of the Fund;
Investment Adviser;
Experts
Item 21. Brokerage Allocation and Other Practices Portfolio Transactions
Item 22. Tax Status.............................. Tax Matters; Distributions
Item 23. Financial Statements.................... Report of Independent Auditors
</TABLE>
Part C - Other Information
Items 24-33 have been answered in Part C of this Registration Statement.
(ii)
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form N-2
(File No. 333-68539) of Nuveen New York Dividend Advantage Municipal Fund (the
"Registration Statement") is being filed pursuant to Rule 462(d) under the
Securities Act of 1933, as amended, for the sole purpose of amending certain
exhibits previously filed with the Registration Statement and/or filing
additional exhibits and accordingly, shall become effective immediately upon
filing with the Securities and Exchange Commission.
<PAGE>
PART C - OTHER INFORMATION
Item 24: Financial Statements and Exhibits
1. Financial Statements:
Registrant has not conducted any business as of the date of Pre-Effective
Amendment No. 3 to Registrant's Registration Statement on Form N-2 (File
No. 333-68539), other than in connection with its organization. Financial
Statements indicating that the Registrant has met the net worth requirements of
Section 14(a) of the 1940 Act were filed in such Pre-Effective Amendment No. 3
2. Exhibits:
a.1 Agreement and Declaration of Trust dated December 1, 1998. Filed as
Exhibit a.1 to Registrant's Registration Statement on Form N-2 (File
No. 333-68539) and incorporated by reference thereto.
a.2 Certificate of Amendment to Declaration of Trust dated April 9, 1999.
Filed as Exhibit a.2 to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-2 (File No. 333-68539) and
incorporated herein by reference.
b. By-laws of Registrant. Filed as Exhibit b to Registrant's Registration
Statement on Form N-2 (File No. 333-68539) and incorporated herein by
reference.
c. None.
d. Form of Share Certificate. Filed as Exhibit d to Pre-Effective
Amendment No. 3 to Registrant's Registration Statement on Form N-2
(File No. 333-68539) and incorporated herein by reference.
e. Dividend Investment Plan. Form of Share Certificate. Filed as Exhibit e
to Pre-Effective Amendment No. 3 to Registrant's Registration Statement
on Form N-2 (File No. 333-68539) and incorporated herein by reference.
f. None.
g. Form of Investment Management Agreement between Registrant and Nuveen
Advisory Corp. Filed as Exhibit g to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-2 (File No. 333-68539)
and incorporated herein by reference.
h.1 Form of Underwriting Agreement. Form of Share Certificate. Filed as
Exhibit h.1 to Pre-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-2 (File No. 333-68539) and
incorporated herein by reference.
h.2 Form of Master Selected Dealer Agreement. Form of Share Certificate.
Filed as Exhibit h.2 to Pre-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-2 (File No. 333-68539) and
incorporated herein by reference.
h.3 Form of Letter Agreement between Nuveen and the Underwriters. Form of
Share Certificate. Filed as Exhibit h.3 to Pre-Effective Amendment
No. 3 to Registrant's Registration Statement on Form N-2
(File No. 333-68539) and incorporated herein by reference.
h.4 Form of Master Agreement Among Underwriters. Form of Share
Certificate. Filed as Exhibit h.4 to Pre-Effective Amendment No. 3 to
Registrant's Registration Statement on Form N-2 (File No. 333-68539)
and incorporated herein by reference.
h.5 Form of Salomon Smith Barney Inc. Dealer Letter Agreement. Form of
Share Certificate. Filed as Exhibit h.5 to Pre-Effective Amendment No.
3 to Registrant's Registration Statement on Form N-2
(File No. 333-68539) and incorporated herein by reference.
i. Deferred Compensation Plan for Non-Employee Trustees. Filed as Exhibit
i to Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-2 (File No. 333-68539) and incorporated herein by
reference.
j. Exchange Traded Fund Custody Agreement between Registrant and The Chase
Manhattan Bank. Filed as Exhibit j to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-2 (File No. 333-68539)
and incorporated herein by reference.
k.1 Transfer Agency Agreement between Registrant and Chase Global Funds
Services Company. Filed as Exhibit k.1 to Pre-Effective Amendment No. 1
to Registrant's Registration Statement on Form N-2 (File No. 333-68539)
and incorporated herein by reference.
k.2 Form of Expense Reimbursement Agreement between Registrant and Nuveen
Advisory, Corp. Filed as Exhibit k.2 to Pre-Effective Amendment No. 1
to Registrant's Registration Statement on Form N-2 (File No. 333-68539)
and incorporated herein by reference.
1.1 Opinion and consent of Bell, Boyd & Lloyd. Filed as Exhibit 1.1 to Pre-
Effective Amendment No. 3 to Registrant's Registration Statement on
Form N-2 (File No. 333-68539) and incorporated herein by reference.
1.2 Opinion and consent of Bingham Dana LLP.
m. None.
n. Consent of Ernst & Young LLP.
o. None.
p. Subscription Agreement of Nuveen Advisory Corp. dated April 12, 1999.
q. None.
r. None.
s. Powers of Attorney. Filed as Exhibit s to Pre-Effective Amendment No. 1
to Registrant's Registration Statement on Form N-2 (File No. 333-68539)
and incorporated herein by reference.
___________________
Item 25: Marketing Arrangements
See Section 2 and 3 of the Underwriting Agreement filed as Exhibit h.1 to
this Registration Statement;
See Section 5(n) of the Form of Underwriting Agreement filed as Exhibit h.1
to this Registration Statement;
See the Introductory Paragraph of the Form of Master Selected Dealer
Agreement filed as Exhibit h.2 to this Registration Statement;
See Paragraph e of the Form of Letter Agreement between Nuveen and the
Underwriters filed as Exhibit h.3 of this Registration Statement; and
See Sections 1, 5, 6 and 7 of the Form of Master Agreement Among
Underwriters filed as Exhibit h.4 to this Registration Statement.
Part C - 1
<PAGE>
Item 26: Other Expenses of Issuance and Distribution
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission fees.................... $ 39,563
National Association of Securities Dealers, Inc. fees...... 14,731
Printing and engraving expenses............................ 167,000
Legal fees................................................. 80,000
New York Stock Exchange listing fees....................... 98,600
Accounting expenses........................................ 7,500
Blue Sky filing fees and expenses.......................... 500
Underwriter Reimbursement................................. 75,000
Miscellaneous expenses..................................... 2,106
--------
Total.............................................. $485,000*
========
</TABLE>
- -----------
*May be reduced pursuant to the agreement of John Nuveen & Co.
Incorporated to pay (i) all Registrant's organizational expenses and (ii)
offering costs (other than the sales load) that exceed $.02 per Common
Share.
Item 27: Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 28: Number of Holders of Securities
At May 24, 1999
Number of
Title of Class Record Holders
-------------- --------------
Common Shares, $.01 par value........... 1
Item 29: Indemnification
Section 4 of Article XII of the Registrant's Declaration of Trust provides
as follows:
Subject to the exceptions and limitations contained in this Section 4,
every person who is, or has been, a Trustee, officer, employee or agent of the
Trust, including persons who serve at the request of the Trust as directors,
trustees, officers, employees or agents of another organization in which the
Trust has an interest as a shareholder, creditor or otherwise (hereinafter
referred to as a "Covered Person"), shall be indemnified by the Trust to the
fullest extent permitted by law against liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise by virtue of his
being or having been such a Trustee, director, officer, employee or agent and
against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person:
(a) against any liability to the Trust or its Shareholders by reason of a final
adjudication by the court or other body before which the proceeding was brought
that he engaged in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the
Part C - 2
<PAGE>
conduct of his office;
(b) with respect to any matter as to which he shall have been finally
adjudicated not to have acted in good faith in the reasonable belief that his
action was in the best interests of the Trust; or
(c) in the event of a settlement or other disposition not involving a final
adjudication (as provided in paragraph (a) or (b)) and resulting in a payment
by a Covered Person, unless there has been either a determination that such
Covered Person did not engage in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office by the court or other body approving the settlement or other disposition
or a reasonable determination, based on a review of readily available facts (as
opposed to a full trial-type inquiry), that he did not engage in such conduct:
(i) by a vote of a majority of the Disinterested Trustees
acting on the matter (provided that a majority of the Disinterested
Trustees then in office act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Covered Person may now or hereafter be entitled, shall
continue as to a person who has ceased to be such a Covered Person and shall
inure to the benefit of the heirs, executors and administrators of such a
person. Nothing contained herein shall affect any rights to indemnification to
which Trust personnel other than Covered Persons may be entitled by contract or
otherwise under law.
Expenses of preparation and presentation of a defense to any claim, action,
suit or proceeding subject to a claim for indemnification under this Section 4
shall be advanced by the Trust prior to final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay such amount if it is
ultimately determined that he is not entitled to indemnification under this
Section 4, provided that either:
(a) such undertaking is secured by a surety bond or some other
appropriate security or the Trust shall be insured against losses arising
out of any such advances; or
(b) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees then in office act
on the matter) or independent legal counsel in a written opinion shall
determine, based upon a review of the readily available facts (as opposed
to a full trial-type inquiry), that there is reason to believe that the
recipient ultimately will be found entitled to indemnification.
As used in this Section 4, a "Disinterested Trustee" is one (x) who is not
an Interested Person of the Trust (including, as such Disinterested Trustee,
anyone who has been exempted from being an Interested Person by any rule,
regulation or order of the Commission), and (y) against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending.
Part C-3
<PAGE>
As used in this Section 4, the words "claim," "action," "suit" or
"proceeding" shall apply to all claims, actions, suits, proceedings (civil,
criminal, administrative or other, including appeals), actual or threatened; and
the words "liability" and "expenses" shall include without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties
and other liabilities.
The trustees and officers of the Registrant are covered by Investment Trust
Errors and Omission policies in the aggregate amount of $20,000,000 (with a
maximum deductible of $500,000) against liability and expenses of claims of
wrongful acts arising out of their position with the Registrant, except for
matters which involve willful acts, bad faith, gross negligence and willful
disregard of duty (i.e., where the insured did not act in good faith for a
purpose he or she reasonably believed to be in the best interest of Registrant
or where he or she had reasonable cause to believe this conduct was unlawful).
Section 8 of the Underwriting Agreement filed as Exhibit h to this
Registration Statement provides for each of the parties thereto, including the
Registrant and the Underwriters, to indemnify the others, their trustees,
directors, certain of their officers, trustees, directors and persons who
control them against certain liabilities in connection with the offering
described herein, including liabilities under the federal securities laws.
Item 30: Business and Other Connections of Investment Adviser
Nuveen Advisory Corp. serves as investment adviser to the following open-
end management type investment companies: Nuveen Flagship Multistate Trust I,
Nuveen Flagship Multistate II, Nuveen Flagship Multistate Trust III, Nuveen
Flagship Multistate Trust IV, Nuveen Flagship Municipal Trust, Nuveen California
Tax Free Fund, Inc., Nuveen Tax-Free Money Market Fund, Inc., Nuveen Tax-Exempt
Money Market Fund, Inc., Nuveen Tax-Free Reserves, Inc. and Nuveen Taxable Funds
Inc., Nuveen Advisory Corp. also serves as investment adviser to the following
closed-end management type investment companies other than the Registrant:
Nuveen Municipal Value Fund, Inc., Nuveen California Municipal Value Fund, Inc.,
Nuveen New York Municipal Value Fund, Inc., Nuveen Municipal Income Fund, Inc.,
Nuveen Premium Income Municipal Fund, Inc., Nuveen Performance Plus Municipal
Fund, Inc., Nuveen California Performance Plus Municipal Fund, Inc., Nuveen New
York Performance Plus Municipal Fund, Inc., Nuveen Municipal Advantage Fund,
Inc., Nuveen Municipal Market Opportunity Fund, Inc., Nuveen California
Municipal Market Opportunity Fund, Inc., Nuveen New York Municipal Market
Opportunity Fund, Inc., Nuveen Investment Quality Municipal Fund, Inc., Nuveen
California Investment Quality Municipal Fund, Inc., Nuveen New York Investment
Quality Municipal Fund, Inc., Nuveen Insured Quality Municipal Fund, Inc.,
Nuveen Florida Investment Quality Municipal Fund, Nuveen New Jersey Investment
Quality Municipal Fund, Inc., Nuveen Pennsylvania Investment Quality Municipal
Fund, Nuveen Select Quality Municipal Fund, Inc., Nuveen California Select
Quality Municipal Fund, Inc., Nuveen New York Select Quality Municipal Fund,
Inc., Nuveen Quality Income Municipal Fund, Inc., Nuveen Insured Municipal
Opportunity Fund, Inc., Nuveen Florida Quality Income Municipal Fund, Nuveen
Michigan Quality Income Municipal Fund, Inc., Nuveen Ohio Quality Income
Municipal Fund, Inc., Nuveen Texas Quality Income Municipal Fund, Nuveen
California Quality Income Municipal Fund, Inc., Nuveen New York Quality Income
Municipal Fund, Inc., Nuveen Premier Municipal Income Fund, Inc., Nuveen Premier
Insured Municipal Income Fund, Inc., Nuveen Insured California Premium
Part C-4
<PAGE>
Income Municipal Fund, Inc., Nuveen Insured New York Premium Income Municipal
Fund, Inc., Nuveen Premium Income Municipal Fund 2, Inc., Nuveen Select
Maturities Municipal Fund, Nuveen Arizona Premium Income Municipal Fund, Inc.,
Nuveen Insured Florida Premium Income Municipal Fund, Nuveen Michigan Premium
Income Municipal Fund, Inc., Nuveen New Jersey Premium Income Municipal Fund,
Inc., Nuveen Premium Income Municipal Fund 4, Inc., Nuveen Insured California
Premium Income Municipal Fund 2, Inc., Nuveen Insured New York Premium Income
Municipal Fund 2, Nuveen New Jersey Premium Income Municipal Fund 2, Nuveen
Pennsylvania Premium Income Municipal Fund 2, Nuveen Maryland Premium Income
Municipal Fund, Nuveen Massachusetts Premium Income Municipal Fund, Nuveen
Virginia Premium Income Municipal Fund, Nuveen Washington Premium Income
Municipal Fund, Nuveen Connecticut Premium Income Municipal Fund, Nuveen Georgia
Premium Income Municipal Fund, Nuveen Missouri Premium Income Municipal Fund,
Nuveen North Carolina Premium Income Municipal Fund, Nuveen California Premium
Income Municipal Fund and Nuveen Insured Premium Income Municipal Fund 2. Nuveen
Advisory Corp. has no other clients or business at the present time. For a
description of other business, profession, vocation or employment of a
substantial nature in which any director or officer of the investment adviser
has engaged during the last two years for his account or in the capacity of
director, officer, employee, partner or trustee, see the descriptions under
"Management of the Fund" in Part A of this Registration Statement.
Item 31: Location of Accounts and Records
Nuveen Advisory Corp., 333 West Wacker Drive, Chicago, Illinois 60606,
maintains the Declaration of Trust, By-Laws, minutes of trustees and
shareholders meetings and contracts of the Registrant and all Advisery material
of the investment adviser.
The Chase Manhattan Bank, 4 New York Plaza, New York, New York 10004-2413
maintains all general and subsidiary ledgers, journals, trial balances, records
of all portfolio purchases and sales, and all other required records not
maintained by Nuveen Advisory Corp. or Chase Global Funds Services Company.
Part C-5
<PAGE>
Chase Global Funds Services Company, P.O. Box 5186, Bowling Green Station,
New York, NY 10275-0672 (regular mail) or 4 New York Plaza, 6th Floor, New York,
NY 10004, maintains all the required records in its capacity as transfer and
dividend paying agent for the Registrant.
Item 32: Management Services
Not applicable.
Item 33: Undertakings
1. Registrant undertakes to suspend the offering of its shares until it
amends its prospectus if (1) subsequent to the effective date of its
Registration Statement, the net asset value declines more than 10 percent from
its net asset value as of the effective date of the Registration Statement, or
(2) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.
2. Not applicable.
3. Not applicable.
4. Not applicable.
5. The Registrant undertakes that:
a. For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of a registration statement in reliance upon Rule 430A and contained
in the form of prospectus filed by the Registrant under Rule 497(h) under
the Securities Act of 1933 shall be deemed to be part of the Registration
Statement as of the time it was declared effective.
b. For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of the securities at
that time shall be deemed to be the initial bona fide offering thereof.
6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery within two business days of receipt
of a written or oral request, any Statement of Additional Information.
Part C-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Chicago, and State of Illinois, on the 9th day of
June, 1999.
NUVEEN NEW YORK
DIVIDEND ADVANTAGE MUNICIPAL FUND
/s/ Gifford R. Zimmerman
--------------------------------------------------
Gifford R. Zimmerman, Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Stephen D. Foy Vice President and June 9, 1999
- --------------------------- Controller (Principal
Stephen D. Foy Financial and Accounting
Officer)
Timothy R. Schwertfeger Chairman of the Board
and Trustee (Principal
Executive Officer) By /s/ Gifford R. Zimmerman
------------------------
Gifford R. Zimmerman
Attorney-in-Fact
Robert P. Bremner Trustee
Lawrence H. Brown Trustee
Anne E. Impellizzeri Trustee
Peter R. Sawers Trustee
William J. Schneider Trustee
Judith M. Stockdale Trustee
June 9, 1999
</TABLE>
Original powers of attorney authorizing Alan G. Berkshire and Gifford R.
Zimmerman, among others, to execute this Registration Statement, and Amendments
thereto, for each of the trustees of Registrant on whose behalf this
Registration Statement is filed, have been executed and filed as an exhibit.
<PAGE>
INDEX TO EXHIBITS
a.1 Agreement and Declaration of Trust dated December 1, 1998*
a.2 Certificate of Amendment to Declaration of Trust dated April 9, 1999.*
b. By-laws of Registrant.*
c. None.
d. None.
e. Dividend Investment Plan.*
f. None.
g. Form of Investment Management Agreement between Registrant and Nuveen
Advisory Corp.*
h.1 Form of Underwriting Agreement.*
h.2 Form of Master Selected Dealer Agreement.*
h.3 Form of Letter Agreement between Nuveen and the Underwriters.*
h.4 Form of Master Agreement among Underwriters.*
h.5 Form of Salomon Smith Barney Inc. Dealer Letter Agreement.*
i. Deferred Compensation Plan for Non-Employee Trustees.*
j. Exchange Traded Fund Custody Agreement between Registrant and The Chase
Manhattan Bank.*
k.1 Transfer Agency Agreement between Registrant and Chase Global Funds
Services Company.*
k.2 Form of Expense Reimbursement Agreement between Registrant and Nuveen
Advisory Corp.*
l.1 Opinion and consent of Bell, Boyd & Lloyd.*
l.2 Opinion and consent of Bingham Dana LLP.
m. None.
n. Consent of Ernst & Young LLP.
o. None.
p. Subscription Agreement of Nuveen Advisory Corp. dated April 12, 1999.
q. None.
r. None.
s. Powers of Attorney.*
___________________
* Previously filed.
<PAGE>
May 25, 1999
Bell Boyd & Lloyd
Three First National Plaza
Suite 3300
Chicago, Illinois 60602
RE: Nuveen New York Dividend Advantage Municipal Fund
--------------------------------------------------
Ladies and Gentlemen:
We have acted as special Massachusetts counsel to Nuveen New York Dividend
Advantage Municipal Fund, a Massachusetts business trust (the "Fund"), in
connection with the Fund's Registration Statement on Form N-2 filed with the
Securities and Exchange Commission on December 8, 1998 (the "Original Filing"),
as such Registration Statement has been subsequently amended by Pre-Effective
Amendment No. 1 filed with the Securities and Exchange Commission on April 16,
1999 ("Amendment No. 1") and by Pre-Effective Amendment No. 2 filed with the
Securities and Exchange Commission on April 27, 1999 ("Amendment No. 2") and is
proposed to be amended by Pre-Effective Amendment No. 3 (as amended and proposed
to be amended, the "Registration Statement"), with respect to certain of its
Common Shares of Beneficial Interest, par value of $.01 per share (the
"Shares"). You have requested that we deliver this opinion to you, as special
counsel to the Fund, for use by you in connection with your opinion to the Fund
with respect to the Shares.
In connection with the furnishing of this opinion, we have examined the
following documents:
(a) a certificate of the Secretary of State of the Commonwealth of
Massachusetts as to the existence of the Fund;
(b) copies, certified by the Secretary of State of the Commonwealth of
Massachusetts, of the Fund's Declaration of Trust and of all amendments
thereto on file in the office of the Secretary of State;
(c) a Certificate executed by Gifford R. Zimmerman, the Secretary of
the Fund, certifying as to, and attaching copies of, the Fund's Declaration
of Trust and By-Laws, and certain resolutions adopted by the Trustees of
the Fund;
(d) conformed copies of the Original Filing and Amendments No. 1 and
No. 2;
(e) a draft dated May 11, 1999 of the Underwriting Agreement to be
entered into by the Fund and Salomon Smith Barney, Inc., John Nuveen & Co.
Incorporated, A.G. Edwards & Sons, Inc., PaineWebber Incorporated,
<PAGE>
Bell, Boyd
May 25, 1999
Page 2
Prudential Securities Incorporated, Gruntal & Co., L.L.C., and Raymond
James & Associates, Inc., as representatives of the several underwriters,
providing for the purchase and sale of the Shares (the "Underwriting
Agreement"); and
(f) a printer's proof dated May 19, 1999 of Pre-Effective Amendment
No. 3.
In such examination, we have assumed the genuineness of all signatures, the
conformity to the originals of all of the documents reviewed by us as copies,
the authenticity and completeness of all original documents reviewed by us in
original or copy form and the legal competence of each individual executing any
document.
This opinion is based entirely on our review of the documents listed above
and such investigation of law as we have deemed necessary or appropriate. We
have made no other review or investigation of any kind whatsoever, and we have
assumed, without independent inquiry, the accuracy of the information set forth
in such documents. As to our opinion below relating to the due organization and
existence of the Fund, our opinion relies entirely upon and is limited by the
certificate referenced in paragraph (a) above.
This opinion is limited solely to the laws of the Commonwealth of
Massachusetts as applied by courts located in such Commonwealth.
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is our
opinion that:
1. The Fund is duly organized and existing under the Fund's Declaration
of Trust and the laws of the Commonwealth of Massachusetts as a voluntary
association with transferable shares of beneficial interest commonly referred to
as a "Massachusetts business trust."
2. The Shares, when issued and sold in accordance with the Fund's
Declaration of Trust and By-Laws and for the consideration described in the
Underwriting Agreement, will be legally issued, fully paid and non-assessable,
except that, as set forth in the Registration Statement, shareholders of the
Fund may under certain circumstances be held personally liable for its
obligations.
We hereby consent to your reliance on this opinion in connection with your
opinion to the Fund with respect to the Shares, to the reference to our name in
the Registration Statement under the heading "Legal Opinions" and to the filing
of this opinion as an exhibit to the Registration Statement.
Very truly yours,
BINGHAM DANA LLP
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated May 21, 1999 in the Registration Statement (Form N-2) of
the Nuveen New York Dividend Advantage Municipal Fund filed with the Securities
and Exchange Commission in this Post-Effective Amendment No. 1 to this
Registration Statement under the Securities Act of 1933 (File No. 333-68539) and
in this Amendment No. 4 to the Registration Statement under the Investment
Company Act of 1940 (File No. 811-09135).
ERNST & YOUNG LLP
Chicago, Illinois
June 8, 1999
<PAGE>
NUVEEN NEW YORK DIVIDEND ADVANTAGE MUNICIPAL FUND
Subscription Agreement
----------------------
This Agreement made this 12th day of April, 1999 by and between Nuveen New
York Dividend Advantage Municipal Fund, a Massachusetts business trust (the
"Fund"), and Nuveen Advisory Corp., a Delaware corporation (the "Subscriber");
WITNESSETH:
WHEREAS, the Fund has been formed for the purposes of carrying on business
as a closed-end diversified management investment company; and
WHEREAS, the Subscriber has been selected by the Fund's Board of Trustees
to serve as investment adviser to the Fund; and
WHEREAS, the Subscriber wishes to subscribe for and purchase, and the Fund
wishes to sell to the Subscriber, 6,982.238 common shares for a purchase price
of $14.325 per share;
NOW THEREFORE, IT IS AGREED:
1. The Subscriber subscribes for and agrees to purchase from the Fund
6,982.238 common shares for a purchase price of $14.325 per share. Subscriber
agrees to make payment for these shares at such time as demand for payment may
be made by an officer of the Fund.
2. The Fund agrees to issue and sell said shares to Subscriber promptly
upon its receipt of the purchase price.
3. To induce the Fund to accept its subscription and issue the shares
subscribed for, the Subscriber represents that it is informed as follows:
(a) That the shares being subscribed for have not been and will not
be registered under the Securities Act of 1933 ("Securities Act");
(b) That the shares will be sold by the Fund in reliance on an
exemption from the registration requirements of the Securities Act;
(c) That the Fund's reliance upon an exemption from the registration
requirements of the Securities Act is predicated in part on the
representations and agreements contained in this Subscription Agreement;
<PAGE>
2
(d) That when issued, the shares will be "restricted securities" as
defined in paragraph (a)(3) of Rule 144 of the General Rules and
Regulations under the Securities Act ("Rule 144") and cannot be sold or
transferred by Subscriber unless they are subsequently registered under the
Securities Act or unless an exemption from such registration is available;
(e) That there do not appear to be any exemptions from the
registration provisions of the Securities Act available to the Subscriber
for resale of the shares. In the future, certain exemptions may possibly
become available, including an exemption for limited sales including an
exemption for limited sales in accordance with the conditions of Rule 144.
The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (a) through (e) above is to put it on notice as to
restrictions on the transferability of the shares.
4. To further induce the Fund to accept its subscription and issue the
shares subscribed for, the Subscriber:
(a) Represents and warrants that the shares subscribed for are being
and will be acquired for investment for its own account and not on behalf
of any other person or persons and not with a view to, or for sale in
connection with, any public distribution thereof; and
(b) Agrees that any certificates representing the shares subscribed
for may bear a legend substantially in the following form:
The shares represented by this certificate have been acquired for
investment and have not been registered under the Securities Act of
1933 or any other federal or state securities law. These shares may
not be offered for sale, sold or otherwise transferred unless
registered under said securities laws or unless some exemption from
registration is available.
5. This Subscription Agreement and all of its provisions shall be binding
upon the legal representatives, heirs, successors and assigns of the parties
hereto.
<PAGE>
3
6. The Fund's Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts. This Agreement is executed on behalf of the Fund
by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.
IN WITNESS WHEREOF, this Subscription Agreement has been executed by the
parties hereto as of the day and date first above written.
NUVEEN NEW YORK DIVIDEND ADVANTAGE
MUNICIPAL FUND
By: /s/ Gifford R. Zimmerman
------------------------------------
NUVEEN ADVISORY CORP.
By: /s/ Larry W. Martin
------------------------------------
