-----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, Jt/Uhw4ZBcnj20SQRZl98PbVuA0pBrFeA8aUYdWpdVia32APqcrEuRo9xXYbJnwA 4RsVF7NO7EKN/ewcaJbPQQ== 0000950131-99-003448.txt : 19990624 0000950131-99-003448.hdr.sgml : 19990624 ACCESSION NUMBER: 0000950131-99-003448 CONFORMED SUBMISSION TYPE: N-2/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUVEEN CALIFORNIA MUNICIPAL ADVANTAGE FUND CENTRAL INDEX KEY: 0001074952 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: N-2/A SEC ACT: SEC FILE NUMBER: 333-69035 FILM NUMBER: 99634952 FILING VALUES: FORM TYPE: N-2/A SEC ACT: SEC FILE NUMBER: 811-09161 FILM NUMBER: 99634953 BUSINESS ADDRESS: STREET 1: C/O JOHN NUVEEN & CO INC STREET 2: 333 W WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129178146 MAIL ADDRESS: STREET 1: C/O JOHN NUVEEN & CO INC STREET 2: 333 W WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 N-2/A 1 FORM N-2/A As filed with the Securities and Exchange Commission on May 26, 1999 ================================================================================ 1933 Act File No. 333-69035 1940 Act File No. 811-09161 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 California Dividend Advantage Municipal Fund (previously Nuveen California 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 _________________ 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 to section 8 (c) [X] immediately upon filing pursuant to paragraph (b) [ ] on (date), pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a) [ ] on (date) pursuant to paragraph (a) of Rule 486 [ ] This post-effective amendment designates a new effective date for a previously filed registration statement. [ ] This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities Act registration statement number of the earlier effective registration statement for the same offering is _________. CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
==================================================================================================================================== Proposed Maximum Title of Securities Amount Proposed Maximum Aggregate Offering Amount of Being Registered Being Registered Offering Price Per Unit Price(1) Registration Fee(2) - ------------------------------------------------------------------------------------------------------------------------------------ Common Shares, $.01 par value 23,345,000 Shares $15.00 $ 350,175,000 $100,080 ====================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee. (2) All fees have previously been paid. ================================================================================ NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND _______________ CROSS REFERENCE SHEET Part A - Prospectus
Items in Part A of Form N-2 Location in Prospectus --------------------------- ---------------------- 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
Part B - Statement of Additional Information
Location in Statement of Items in Part A of Form N-2 Additional Information ---------------------------------------- ------------------------------------------------------------- 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
Part C - Other Information Items 24-33 have been answered in Part C of this Registration Statement. (ii) Purpose of Post-Effective Amendment - ----------------------------------- This Post-Effective Amendment No. 1 is filed solely for the purpose of modifying the Subscription Agreement filed herewith as exhibit p and the opinion filed as exhibit 1.2. The Prospectus and Statement of Additional Information previously filed by Registrant remain unchanged. 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 were filed in Pre-Effective Amendment No. 3 to Registrant's Registration Statement on Form N-2 (File No. 333-69035). 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. 333-69035) 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. 333-69035) 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. 333-69035) 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. 333-69035) 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- 69035) 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. 333-69035) 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. 333-69035) and incorporated herein by reference. 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. 333-69035) 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. 333-69035) 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. 333-69035) 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. 333-69035) 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. 333-69035) 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- 69035) 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. 333-69035) 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. 333-69035) and incorporated herein by reference. l.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. 333-69035) and incorporated herein by reference. 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. Filed as Exhibit s to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-2 (File No. 333-69035) 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 Item 26: Other Expenses of Issuance and Distribution Securities and Exchange Commission fees.................. $100,080 National Association of Securities Dealers, Inc. fees.... 30,500 Printing and engraving expenses.......................... 167,000 Legal fees............................................... 80,000 New York Stock Exchange listing fees..................... 151,100 Accounting expenses...................................... 7,500 Blue Sky filing fees and expenses........................ 500 Underwriter Reimbursement................................ 75,000 Miscellaneous expenses................................... 8,320 -------- Total............................................. $620,000* ========
- ------------ *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 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 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 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 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 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 486(b) under the Securities Act of 1933 and 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 26th day of May, 1999. NUVEEN CALIFORNIA 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.
Signature Title Date --------- ----- ---- /s/ Stephen D. Foy Vice President and May 26, 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 ) ------------------------------- Robert P. Bremner Trustee ) Gifford R. Zimmerman ) Attorney-in-Fact Lawrence H. Brown Trustee ) ) Anne E. Impellizzeri Trustee ) ) Peter R. Sawers Trustee ) ) William J. Schneider Trustee ) May 26, 1999 ) Judith M. Stockdale Trustee )
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. 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. Form of Share Certificate.* 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. EX-99.1.2 2 OPINION & CONSENT OF BINGHAM DANA LLP. May 25, 1999 Bell Boyd & Lloyd Three First National Plaza Suite 3300 Chicago, Illinois 60602 RE: Nuveen California Dividend Advantage Municipal Fund ---------------------------------------------------- Ladies and Gentlemen: We have acted as special Massachusetts counsel to Nuveen California 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 16, 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, Bell, Boyd May 25, 1999 Page 2 Prudential Securities Incorporated, Crowell, Weedon & Co., EVEREN Securities, Inc., Raymond James & Associates, Inc., Sutro & Co. Incorporated, and Wedbush Morgan Securities 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 EX-99.N 3 CONSENT OF ERNST & YOUNG 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 California Dividend Advantage Municipal Fund filed with the Securities and Exchange Commission in this Post-Effective Amendment No. 1 to the Registration Statement under the Securities Act of 1933 (File No. 33-69035) and in this Amendment No. 1 to the Registration Statement under the Investment Company Act of 1940 (File No. 811-09161). ERNST & YOUNG LLP Chicago, Illinois May 26, 1999 EX-99.P 4 SUBSCRIPTION AGREEMENT NUVEEN CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND Subscription Agreement ---------------------- This Agreement made this 12th day of April, 1999 by and between Nuveen 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; 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. 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 CALIFORNIA DIVIDEND ADVANTAGE MUNICIPAL FUND By: /s/ Gifford R. Zimmerman ------------------------------------ NUVEEN ADVISORY CORP. By: /s/ Larry W. Martin ------------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----