<PAGE>
As filed with the Securities and Exchange Commission on May 26, 1999
===============================================================
1933 Act File No. 333-_____
1940 Act File No. 811-9135
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
(Check appropriate box or boxes)
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. __________
[ ] Post-Effective Amendment No. __________
and
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[ ] Amendment No. __________
Nuveen New York Dividend Advantage Municipal 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:
<TABLE>
<S> <C> <C>
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
</TABLE>
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement
_________________
If any of the securities being registered on this form are offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [ ]
It is proposed that this filing will become effective (check appropriate
box)
[ ] when declared effective pursuant 1to section 8(c)
[X] This form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933 and the
Securities Act registration statement number of the earlier
effective registration statement for the same offering is 333-69035.
<TABLE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
====================================================================================================================================
Proposed Maximum
Title of Securities Being Amount Proposed Maximum Offering Aggregate Offering Amount of
Registered Being Registered Price Per Unit Price (1) Registration Fee
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Common Shares, $.01 per value 487,500 Shares $15.00 $7,312,500 $2,032.88
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Prospectus and
Statement of Additional Information previously filed by Nuveen New York Dividend
Advantage Fund (the "Fund") in the Registration Statement on Form N-2 (Reg. No.
333-69035), as declared effective on May 25, 1999, is incorporated herein by
reference.
<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 this filing,
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 will be filed by pre-effective amendment to this registration
statement.
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 herein by reference.
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. 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. 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.
C-1
<PAGE>
h.2 Form of Master Selected Dealer Agreement. 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. 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. 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. 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.
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.
C-2
<PAGE>
Statement on Form N-2 (File No. 333-68539) and incorporated herein by
reference.
q. None.
r. None.
s. Powers of Attorney.
Item 25: Marketing Arrangements
See Sections 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.
Item 26: Other Expenses of Issuance and Distribution
<TABLE>
<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>
- ------------
* Includes fees and expenses related to the offering of 9,000,000 shares
under a Registration Statement on Form N-2 (file No 333-68539). 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
C-3
<PAGE>
At May 24, 1999
<TABLE>
<CAPTION>
Number of
Title of Class Record Holder
-------------- -------------
<S> <C>
Common Shares, $.01 par value 1
</TABLE>
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 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
C-4
<PAGE>
(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.
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).
C-5
<PAGE>
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 New York
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 New York 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 New York 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 New
York Municipal Market Opportunity Fund, Inc., Nuveen New York Municipal Market
Opportunity Fund, Inc., Nuveen Investment Quality Municipal Fund, Inc., Nuveen
New York 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 New York 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 New York 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 New York Premium 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 New York 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
C-6
<PAGE>
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 New York Premium Income Municipal
Fund, 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.
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:
C-7
<PAGE>
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.
C-8
<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 25th day of
May, 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 Controller May 25, 1999
- -------------------------- (Principal Financial and
Stephen D. Foy Accounting Officer)
Timothy R. Schwertfeger Chairman of the Board and By: /s/ Gifford R. Zimmerman
Trustee (Principal Executive --------------------------
Officer) 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 May 25, 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.
C-9
<PAGE>
Exhibit l.1
BELL, BOYD & LLOYD
Three First National Plaza
70 West Madison Street, Suite 3300
Chicago, Illinois 60606-4207
312.372-1121 Fax 312/372.2098
Offices in Chicago and
Washington D.C.
May 26, 1999
Nuveen New York Dividend Advantage Municipal Fund
333 West Wacker Drive
Chicago, Illinois 60606
Ladies and Gentlemen:
Nuveen New York Dividend Advantage Municipal Fund
We have acted as counsel for Nuveen New York Dividend Advantage Municipal
Fund (the "Fund") in connection with the registration under the Securities Act
of 1933 (the "Act") of certain of its common shares of beneficial interest (the
"Shares") in a registration statement on form N-2 filed pursuant to Rule 462(b)
under the Act (the "Registration Statement"), the purpose of which is to
register Shares, in addition to and as part of the same offering with, those
Shares registered on the Fund's registration statement on Form N-2, File No.
333-68539, which was declared effective by the Securities and Exchange
Commission on May 25, 1999.
In this connection we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate and other
records, certificates and other papers as we deemed it necessary to examine for
the purpose of this opinion, including the agreement and declaration of trust
(the "Trust Agreement") and by-laws of the Fund, actions of the board of
trustees of the Fund authorizing the issuance of shares of the Fund and the
Registration Statement.
We assume that, upon sale of the Shares, the Fund will receive the
authorized consideration therefor, which will at least equal the net asset value
of the Shares.
<PAGE>
Based upon the foregoing, we are of the opinion that the Fund is authorized
to issue the Shares, and that, when the Shares are issued and sold after the
Registration Statement has become effective and the authorized consideration
therefor is received by the Fund, they will be validly issued, fully paid and
nonassessable by the Fund, except that, as set forth in the Registration
Statement, shareholders of the Fund may under certain circumstances be held
personally liable for its obligations.
In rendering the foregoing opinion, we have relied upon the opinion of
Bingham Dana LLP expressed in their letter to us dated May 26, 1999.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are in the category
of persons whose consent is required under section 7 of the Act.
Very truly yours,
/s/ Bell, Boyd & Lloyd
<PAGE>
Exhibit l.2
May 26, 1999
Bell Boyd & Lloyd
Three First National Plaza
Suite 3300
Chicago, Illinois 60602
RE: Nuveen New York Dividend Advantage Municipal Fund
--------------------------------------------------
Dear Sirs:
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 to be filed with
the Securities and Exchange Commission on or about May 26, 1999 pursuant to Rule
462(b) under the Securities Act of 1933 (the "Rule 462(b) Filing"),
incorporating the Fund's Registration Statement on N-2 (Reg. No. 333-68539) as
filed with the Securities and Exchange Commission on or about May 25, 1999 (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) a draft dated May 24, 1999 of the Rule 462(b) Filing;
(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,
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 21, 1999 of the Registration
Statement.
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. We have not examined the execution copy of the Underwriting Agreement,
and have assumed, for the purposes of rendering this opinion, that the execution
copy of such Agreement does not differ in any material way from the form of
Agreement that we have examined.
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 Rule 462(b) Filing.
Very truly yours,
BINGHAM DANA LLP
<PAGE>
Exhibit n
Consent of Independent Accountants
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated May 21, 1999 incorporated by reference 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
Registration Statement under the Securities Act of 1933 and in this Registration
Statement under the Investment Company Act of 1940 (File No. 811-09135).
/s/ Ernst & Young LLP
Chicago, Illinois
May 25, 1999
<PAGE>
NUVEEN NEW YORK MUNICIPAL ADVANTAGE FUND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the
above-referenced organization, hereby constitutes and appoints ANTHONY T. DEAN,
ALAN G. BERKSHIRE, LARRY W. MARTIN and GIFFORD R. ZIMMERMAN, and each of them
(with full power to each of them to act alone) his true and lawful attorney-in-
fact and agent, for him on his behalf and in his name, place and stead, in any
and all capacities, to sign and file one or more Registration Statements on Form
N-2 under the Securities Act of 1933 and the Investment Company Act of 1940,
including any amendment or amendments thereto, with all exhibits, and any and
all other documents required to be filed with any regulatory authority, federal
or state, relating to the registration thereof, or the issuance of shares
thereof, without limitation, granting unto said attorneys, 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
if personally present, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization
has hereunto set his hand this 18th day of December, 1998.
/s/ Timothy R. Schwertfeger
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 18/th/ day of December, 1998, 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 acknowledged the same to be his voluntary
act and deed for the intent and purposes therein set forth.
"OFFICIAL SEAL"
Virginia L. Corcoran
/s/ Virginia L. Corcoran
Notary Public, State of Illinois
My Commission Expires: 10/27/01
Notary Public, State of Illinois
<PAGE>
NUVEEN NEW YORK MUNICIPAL ADVANTAGE FUND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the
above- referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, ANTHONY T. DEAN, ALAN G. BERKSHIRE, LARRY W. MARTIN and GIFFORD R.
ZIMMERMAN, and each of them (with full power to each of them to act alone) his
true and lawful attorney-in-fact and agent, for him on his behalf and in his
name, place and stead, in any and all capacities, to sign and file one or more
Registration Statements on Form N-2 under the Securities Act of l933 and the
Investment Company Act of l940, including any amendment or amendments thereto,
with all exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the registration thereof, or
the issuance of shares thereof, without limitation, granting unto said
attorneys, 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 if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization
has hereunto set his hand this 18th day of December, 1998.
/s/ Robert P. Bremner
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 18/th/ day of December, 1998, 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 acknowledged the same to be his voluntary
act and deed for the intent and purposes therein set forth.
"OFFICIAL SEAL"
Virginia L. Corcoran
/s/ Virginia L. Corcoran
Notary Public, State of Illinois
My Commission Expires: 10/27/01
Notary Public, State of Illinois
<PAGE>
NUVEEN NEW YORK MUNICIPAL ADVANTAGE FUND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the
above- referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, ANTHONY T. DEAN, ALAN G. BERKSHIRE, LARRY W. MARTIN and GIFFORD R.
ZIMMERMAN, and each of them (with full power to each of them to act alone) his
true and lawful attorney-in-fact and agent, for him on his behalf and in his
name, place and stead, in any and all capacities, to sign and file one or more
Registration Statements on Form N-2 under the Securities Act of l933 and the
Investment Company Act of l940, including any amendment or amendments thereto,
with all exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the registration thereof, or
the issuance of shares thereof, without limitation, granting unto said
attorneys, 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 if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization
has hereunto set his hand this 18th day of December, 1998.
/s/ Lawrence H. Brown
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 18/th/ day of December, 1998, 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 acknowledged the same to be his voluntary
act and deed for the intent and purposes therein set forth.
"OFFICIAL SEAL"
Virginia L. Corcoran
/s/ Virginia L. Corcoran
Notary Public, State of Illinois
My Commission Expires: 10/27/01
Notary Public, State of Illinois
<PAGE>
NUVEEN NEW YORK MUNICIPAL ADVANTAGE FUND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the
above- referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, ANTHONY T. DEAN, ALAN G. BERKSHIRE, LARRY W. MARTIN and GIFFORD R.
ZIMMERMAN, and each of them (with full power to each of them to act alone) her
true and lawful attorney-in-fact and agent, for her on her behalf and in her
name, place and stead, in any and all capacities, to sign and file one or more
Registration Statements on Form N-2 under the Securities Act of l933 and the
Investment Company Act of l940, including any amendment or amendments thereto,
with all exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the registration thereof, or
the issuance of shares thereof, without limitation, granting unto said
attorneys, 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 if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced
organization has hereunto set her hand this 18th day of December, 1998
/s/ Anne E. Impellizzeri
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 18/th/ day of December, 1998, 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 acknowledged the same to be his voluntary
act and deed for the intent and purposes therein set forth.
"OFFICIAL SEAL"
Virginia L. Corcoran
/s/ Virginia L. Corcoran
Notary Public, State of Illinois
My Commission Expires: 10/27/01
Notary Public, State of Illinois
<PAGE>
NUVEEN NEW YORK MUNICIPAL ADVANTAGE FUND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the
above- referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, ANTHONY T. DEAN, ALAN G. BERKSHIRE, LARRY W. MARTIN and GIFFORD R.
ZIMMERMAN, and each of them (with full power to each of them to act alone) his
true and lawful attorney-in-fact and agent, for him on his behalf and in his
name, place and stead, in any and all capacities, to sign and file one or more
Registration Statements on Form N-2 under the Securities Act of l933 and the
Investment Company Act of l940, including any amendment or amendments thereto,
with all exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the registration thereof, or
the issuance of shares thereof, without limitation, granting unto said
attorneys, 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 if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization
has hereunto set his hand this 18th day of December, 1998.
/s/ Peter R. Sawers
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 18/th/ day of December, 1998, 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 acknowledged the same to be his voluntary
act and deed for the intent and purposes therein set forth.
"OFFICIAL SEAL"
Virginia L. Corcoran
/s/ Virginia L. Corcoran
Notary Public, State of Illinois
My Commission Expires: 10/27/01
Notary Public, State of Illinois
<PAGE>
NUVEEN NEW YORK MUNICIPAL ADVANTAGE FUND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the
above- referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, ANTHONY T. DEAN, ALAN G. BERKSHIRE, LARRY W. MARTIN and GIFFORD R.
ZIMMERMAN, and each of them (with full power to each of them to act alone) his
true and lawful attorney-in-fact and agent, for him on his behalf and in his
name, place and stead, in any and all capacities, to sign and file one or more
Registration Statements on Form N-2 under the Securities Act of l933 and the
Investment Company Act of l940, including any amendment or amendments thereto,
with all exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the registration thereof, or
the issuance of shares thereof, without limitation, granting unto said
attorneys, 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 if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization
has hereunto set his hand this 18th day of December, 1998
/s/ William J. Schneider
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 18/th/ day of December, 1998, 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 acknowledged the same to be his voluntary
act and deed for the intent and purposes therein set forth.
"OFFICIAL SEAL"
/s/ Virginia L. Corcoran
Notary Public,
State of Illinois
My Commission Expires:
Notary Public
<PAGE>
NUVEEN NEW YORK MUNICIPAL ADVANTAGE FUND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of the
above- referenced organization, hereby constitutes and appoints TIMOTHY R.
SCHWERTFEGER, ANTHONY T. DEAN, ALAN G. BERKSHIRE, LARRY W. MARTIN and GIFFORD R.
ZIMMERMAN, and each of them (with full power to each of them to act alone) her
true and lawful attorney-in-fact and agent, for her on her behalf and in her
name, place and stead, in any and all capacities, to sign and file one or more
Registration Statements on Form N-2 under the Securities Act of l933 and the
Investment Company Act of l940, including any amendment or amendments thereto,
with all exhibits, and any and all other documents required to be filed with any
regulatory authority, federal or state, relating to the registration thereof, or
the issuance of shares thereof, without limitation, granting unto said
attorneys, 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 if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned trustee of the above-referenced organization
has hereunto set her hand this 18th day of December, 1998.
/s/ Judith M. Stockdale
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
On this 18/th/ day of December, 1998, 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 acknowledged the same to be his voluntary
act and deed for the intent and purposes therein set forth.
"OFFICIAL SEAL"
Virginia L. Corcoran
/s/ Virginia L. Corcoran
Notary Public, State of Illinois
My Commission Expires: 10/27/01
Notary Public, State of Illinois
