POS EX

As filed with the Securities and Exchange Commission on September 8, 2014

File No. 333-190942

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

¨ Pre-Effective Amendment No.

x Post-Effective Amendment No. 1

NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND

(Exact Name of Registrant as Specified in Charter)

333 West Wacker Drive

Chicago, Illinois 60606

(Address of Principal Executive Offices, Zip Code)

Registrant’s Telephone Number, including Area Code (800) 257-8787

Kevin J. McCarthy

Vice President and Secretary

Nuveen Investments

333 West Wacker Drive

Chicago, Illinois 60606

(Name and Address of Agent for Service)

Copy to:

Deborah Bielicke Eades Vedder Price P.C. 222 North LaSalle Street Chicago, Illinois 60601 Eric F. Fess Chapman and Cutler LLP 111 West Monroe Street Chicago, Illinois 60603

EXPLANATORY NOTE

The Joint Proxy Statement/Prospectus and Statement of Additional Information, each in the form filed on October 18, 2013 pursuant to Rule 497 of the General Rules and Regulations under the Securities Act of 1933, as amended (File No. 333-190942), are incorporated herein by reference.

This amendment is being filed for the sole purpose of adding the executed tax opinion of each of Vedder Price P.C. and K&L Gates LLP, as Exhibit 12(a) and Exhibit 12(b), respectively, to Part C of the Registration Statement, in each case, supporting the tax matters discussed in the Joint Proxy Statement/Prospectus.

PART C

OTHER INFORMATION

Item 15. 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 (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 anyone, as such Disinterested Trustee, 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 the Mutual Fund Professional Liability policy in the aggregate amount of $70,000,000 against liability and expenses of claims of wrongful acts arising out of their position with the Registrant and other Nuveen funds, except for matters that 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 the Registrant or where he or she had reasonable cause to believe this conduct was unlawful). The policy has a $2,000,000 deductible for operational failures (after the deductible is satisfied, the insurer would cover 90% of any operational failure claims and the Fund would be liable for 10% of any such claims) and $1,000,000 deductible for all other claims.

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Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 16.  Exhibits.

(1)(a)	Declaration of Trust of Registrant, dated January 12, 1993.(1)
(1)(b)	Certificate of Amendment to Declaration of Trust of Registrant, dated November 18, 2009.(2)
(2)	By-Laws of Registrant, Amended and Restated as of November 18, 2009.(2)
(3)	Not applicable.
(4)	Form of Agreement and Plan of Reorganization is filed as Appendix A to Part A of the Registration Statement.
(5)	Not applicable.
(6)(a)	Investment Management Agreement dated November 13, 2007.(1)
(6)(b)	Renewal of Investment Management Agreement, dated July 31, 2008.(1)
(6)(c)	Renewal of Investment Management Agreement, dated May 28, 2009.(1)
(6)(d)	Renewal of Investment Management Agreement, dated May 26, 2010.(3)
(6)(e)	Renewal of Investment Management Agreement, dated May 25, 2011.(5)
(6)(f)	Renewal of Investment Management Agreement, dated May 23, 2012.(5)
(6)(g)	Renewal of Investment Management Agreement, dated July 29, 2013.(5)
(6)(h)	Investment Sub-Advisory Agreement, dated December 31, 2010.(4)
(6)(i)	Notice of Continuance of Investment Sub-Advisory Agreement, dated August 1, 2012.(5)
(6)(j)	Notice of Continuance of Investment Sub-Advisory Agreement, dated August 1, 2013.(5)
(8)	Deferred Compensation Plan for Independent Directors and Trustees, as Amended and Restated Effective January 1, 2013.(5)
(9)(a)	Amended and Restated Master Custodian Agreement between the Nuveen Investment Companies and State Street Bank and Trust Company dated February 25, 2005.(1)
(9)(b)	Appendix A to Custodian Agreement updated as of May 9, 2013.(5)
(10)	Not applicable.
(11)	Opinion and Consent of Counsel.(6)

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(12)(a)	Opinion and Consent of Vedder Price P.C. supporting the tax matters and consequences to shareholders discussed in the Joint Proxy Statement/Prospectus is filed herewith.
(12)(b)	Opinion and Consent of K&L Gates LLP supporting the tax matters discussed in the Joint Proxy Statement/Prospectus is filed herewith.
(13)(a)	Transfer Agency and Service Agreement dated October 7, 2002.(1)
(13)(b)	Amendment and Schedule A to Transfer Agency and Service Agreement dated June 10, 2013.(6)
(14)	Consent of Independent Auditor.(6)
(15)	Not applicable.
(16)	Powers of Attorney.(6)
(17)	Form of Proxy.(6)

(1) Filed on November 20, 2009 with Registrant’s Registration Statement on Form N-2 (File No. 333-163256) and incorporated by reference herein.

(2) Filed on January 14, 2010 with Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-163256) and incorporated by reference herein.

(3) Filed on November 3, 2010 with Registrant’s Registration Statement on Form N-2 (File No. 333-170311) and incorporated by reference herein.

(4) Filed on January 13, 2011 with Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-170311) and incorporated by reference herein.

(5) Filed on August 30, 2013 with Registrant’s Registration Statement on Form N-14 (File No. 333-190942) and incorporated by reference herein.

(6) Filed on October 10, 2013 with Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-14 (File No. 333-190942) and incorporated by reference herein.

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Item 17.  Undertakings.

(1)        The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2)        The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

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SIGNATURES

As required by the Securities Act of 1933, the Registrant has duly caused this post-effective amendment no. 1 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and the State of Illinois, on the 8^th day of September, 2014.

NUVEEN MASSACHUSETTES PREMIUM INCOME MUNICIPAL FUND
By:  /s/ Kevin J. McCarthy
	Kevin J. McCarthy            Vice President and Secretary

As required by the Securities Act of 1933, this post-effective amendment no. 1 to the Registrant’s Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity		Date
/s/ Stephen D. Foy	Vice President and Controller		September 8, 2014
Stephen D. Foy	(principal financial and accounting officer)
/s/ Gifford R. Zimmerman	Chief Administrative Officer		September 8, 2014
Gifford R. Zimmerman	(principal executive officer)
William J. Schneider*	Chairman of the Board and Trustee	)
		)
William Adams IV*	Trustee	)
		)
Robert P. Bremner*	Trustee	)
		)
Jack B. Evans*	Trustee	)
		)	By: /s/ Mark L. Winget
William C. Hunter*	Trustee	)	Mark L. Winget
		)	Attorney-in-Fact
David J. Kundert*	Trustee	)	September 8, 2014
		)
John K. Nelson*	Trustee	)
		)
Thomas S. Schreier, Jr.*	Trustee	)
		)
Judith M. Stockdale*	Trustee	)
		)
Carole E. Stone*	Trustee	)
		)
Virginia L. Stringer*	Trustee	)
		)
Terence J. Toth*	Trustee	)

* An original power of attorney authorizing Kevin J. McCarthy, Kathleen L. Prudhomme, Christopher M. Rohrbacher, Mark L. Winget, Gifford R. Zimmerman and Eric F. Fess to execute this Registration Statement, and amendments thereto, for each of the trustees of the Registrant on whose behalf this Registration Statement is filed has been executed and is incorporated by reference herein.

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EXHIBIT INDEX

Exhibit No.	Name of Exhibit
(12)(a)	Opinion and Consent of Vedder Price P.C. supporting the tax matters and consequences to shareholders discussed in the Joint Proxy Statement/Prospectus.
(12)(b)	Opinion and Consent of K&L Gates LLP supporting the tax matters discussed in the Joint Proxy Statement/Prospectus.

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EX-99.12.A

                                                                                              June 9, 2014

Nuveen Massachusetts Premium Income     Municipal Fund 333 West Wacker Drive Chicago, Illinois 60606 Nuveen Massachusetts AMT-Free Municipal     Income Fund 333 West Wacker Drive Chicago, Illinois 60606

Nuveen Massachusetts Dividend Advantage

    Municipal Fund

333 West Wacker Drive

Chicago, Illinois 60606

Re: Reorganizations of Nuveen Massachusetts AMT-Free Municipal Income

Fund and Nuveen Massachusetts Dividend Advantage Municipal Fund into

Nuveen Massachusetts Premium Income Municipal Fund

Ladies and Gentlemen:

You have requested our opinion regarding certain U.S. federal income tax consequences of the reorganizations (each a “Reorganization” and collectively, the “Reorganizations”) by and between Nuveen Massachusetts AMT-Free Municipal Income Fund, a Massachusetts business trust (“AMT-Free”), and Nuveen Massachusetts Dividend Advantage Municipal Fund, a Massachusetts business trust (“Dividend Advantage” and together with AMT-Free, each a “Target Fund” and collectively, the “Target Funds”), and Nuveen Massachusetts Premium Income Municipal Fund, a Massachusetts business trust (the “Acquiring Fund”). The Target Funds and the Acquiring Fund are each referred to herein as a “Fund.”

Each Reorganization contemplates the transfer of substantially all the assets of the Target Fund to the Acquiring Fund solely in exchange for voting common shares of beneficial interest, par value $0.01 per share, of the Acquiring Fund (“Acquiring Fund Common Shares”), voting MuniFund Term Preferred Shares (“MTP Shares”), par value $0.01 per share and liquidation preference $10 per share, of the Acquiring Fund having all the various rights, preferences and privileges set forth in the Statement Establishing and Fixing the Rights and Preferences of MTP Shares (“Acquiring Fund MTP Shares” and together with Acquiring Fund Common Shares, the “Acquiring Fund Shares”) and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund. Thereafter, as part of the Reorganization, each Target Fund will

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distribute to its shareholders of record all the Acquiring Fund Shares so received in complete liquidation of the Target Fund and the Target Fund will be dissolved under applicable state law. The foregoing will be accomplished pursuant to an Agreement and Plan of Reorganization, dated as of October 9, 2013 (the “Plan”), entered into by the Target Funds and the Acquiring Fund.

In rendering this opinion, we have examined the Plan and have reviewed and relied upon (i) representations made to us by duly authorized officers of the Funds in letters dated June 9, 2014 and (ii) the opinion of K&L Gates LLP dated June 9, 2014 regarding the Acquiring Fund MTP Shares issued in the Reorganizations being treated as equity for federal income tax purposes (the “Equity Opinion”). We have also examined such other agreements, documents and corporate records that have been made available to us and such other materials as we have deemed relevant for purposes of this opinion. In such review and examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies and the authenticity of the originals of such latter documents.

Our opinion is based, in part, on the assumptions that (i) each Reorganization described herein will occur in accordance with the terms of the Plan (without the waiver or modification of any terms or conditions thereof and without taking into account any amendment thereof that we have not approved) and the facts and representations set forth or referred to in this opinion letter, and that such facts and representations, as well as the facts and representations set forth in the Plan, are accurate as of the date hereof and will be accurate as of the date and time of the Closing (as defined in the Plan) (the “Effective Time”) and (ii) the Acquiring Fund MTP Shares issued in the Reorganizations will be treated as equity for federal income tax purposes, which assumption is consistent with the Equity Opinion. You have not requested that we undertake, and we have not undertaken, any independent investigation of the accuracy of the facts, representations and assumptions set forth or referred to herein.

For the purposes indicated above, and based upon the facts, assumptions and representations set forth or referred to herein, it is our opinion, with respect to each Reorganization, that for U.S. federal income tax purposes:

1.        The transfer by the Target Fund of substantially all its assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund, followed by the distribution of all the Acquiring Fund Shares so received by the Target Fund to the Target Fund’s shareholders of record in complete liquidation of the Target Fund and the dissolution of the Target Fund as soon as possible thereafter, will constitute a “reorganization” within the meaning of section 368(a)(1)

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of the Internal Revenue Code of 1986, as amended (the “Code”), and the Acquiring Fund and the Target Fund will each be “a party to a reorganization,” within the meaning of section 368(b) of the Code, with respect to the Reorganization.

2.        No gain or loss will be recognized by the Acquiring Fund upon the receipt of substantially all the Target Fund’s assets solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund. (Section 1032(a) of the Code).

3.        No gain or loss will be recognized by the Target Fund upon the transfer of substantially all its assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund or upon the distribution (whether actual or constructive) of such Acquiring Fund Shares to the Target Fund’s shareholders solely in exchange for such shareholders’ shares of the Target Fund in complete liquidation of the Target Fund. (Sections 361(a) and (c) and 357(a) of the Code).

4.        No gain or loss will be recognized by the Target Fund’s shareholders upon the exchange, pursuant to the Reorganization, of all their shares of the Target Fund solely for Acquiring Fund Shares, except to the extent the Target Fund’s shareholders receive cash in lieu of a fractional Acquiring Fund Common Share. (Section 354(a) of the Code).

5.        The aggregate basis of the Acquiring Fund Shares received by each Target Fund shareholder pursuant to the Reorganization (including any fractional Acquiring Fund Common Share to which a shareholder would be entitled) will be the same as the aggregate basis of the Target Fund shares exchanged therefor by such shareholder. (Section 358(a)(1) of the Code).

6.        The holding period of the Acquiring Fund Shares received by each Target Fund shareholder in the Reorganization (including any fractional Acquiring Fund Common Share to which a shareholder would be entitled) will include the period during which the shares of the Target Fund exchanged therefor were held by such shareholder, provided such Target Fund shares were held as capital assets at the Effective Time of the Reorganization. (Section 1223(1) of the Code).

7.        The basis of the assets of the Target Fund received by the Acquiring Fund will be the same as the basis of such assets in the hands of the Target Fund immediately before the Effective Time of the Reorganization. (Section 362(b) of the Code).

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8.        The holding period of the assets of the Target Fund received by the Acquiring Fund will include the period during which such assets were held by the Target Fund. (Section 1223(2) of the Code).

Notwithstanding anything to the contrary herein, we express no opinion as to the effect of the Reorganizations on the Target Funds, the Acquiring Fund or any Target Fund shareholder with respect to any asset (including without limitation any stock held in a passive foreign investment company as defined in section 1297(a) of the Code) as to which any unrealized gain or loss is required to be recognized under federal income tax principles (i) at the end of a taxable year or upon the termination thereof, or (ii) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code.

FACTS

Our opinion is based upon the facts, representations and assumptions set forth or referred to above and the following facts and assumptions, any alteration of which could adversely affect our conclusions.

Each Target Fund has been registered and operated, since it commenced operations, as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). AMT-Free’s and Dividend Advantage’s common shares are listed and traded on the New York Stock Exchange MKT under the symbols NGX and NMB, respectively. AMT-Free currently has outstanding MTP Shares, 2.65% Series 2015, and Dividend Advantage currently has outstanding MTP Shares, 2.60% Series 2015. All the outstanding common shares and MTP Shares of each Target Fund are treated as equity for federal income tax purposes. Each Target Fund is treated as a corporation for federal income tax purposes, has elected to be taxed as a regulated investment company under section 851 of the Code for all its taxable years, including without limitation the taxable year in which its respective Reorganization occurs, and has qualified and will continue to qualify for the tax treatment afforded regulated investment companies under the Code for each of its taxable years, including without limitation the taxable year in which its respective Reorganization occurs.

The Acquiring Fund similarly has been registered and operated since it commenced operations as a closed-end management investment company under the 1940 Act. Acquiring Fund Common Shares are listed and traded on the New York Stock Exchange under the symbol NMT. In addition, the Acquiring Fund currently has outstanding MTP Shares. As part of the Reorganizations, the Acquiring Fund will issue two new series of Acquiring Fund MTP Shares, 2.65% Series 2015 #1, and 2.60% Series 2015. The Acquiring Fund Common Shares and

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Acquiring Fund MTP Shares to be issued in the Reorganizations will be treated as equity for federal income tax purposes. The Acquiring Fund is treated as a corporation for federal income tax purposes, has elected to be taxed as a regulated investment company under section 851 of the Code for all its taxable years, including without limitation the taxable year in which each Reorganization occurs, and has qualified and will continue to qualify for the tax treatment afforded regulated investment companies under the Code for each of its taxable years, including without limitation the taxable year in which each Reorganization occurs.

Upon satisfaction of certain terms and conditions set forth in the Plan on or before the Effective Time, the Acquiring Fund will acquire substantially all the assets of each Target Fund solely in exchange for newly issued Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of each Target Fund. Thereafter, each Target Fund will distribute to its shareholders of record all the Acquiring Fund Shares so received in complete liquidation of the Target Fund and the Target Fund will be dissolved under state law. The assets of each Target Fund to be acquired by the Acquiring Fund will include, without limitation, cash, securities, commodities, interests in futures, and dividends or interest receivables owned by the Target Fund and any deferred or prepaid expenses shown as an asset on the books of the Target Fund as of the closing of the Reorganization. Each Target Fund will retain assets sufficient to pay its liabilities that will not be assumed by the Acquiring Fund, including, without limitation, all accumulated and unpaid dividends on all outstanding MTP Shares of the Target Fund and all declared but unpaid dividends on all outstanding common shares of the Target Fund. In each Reorganization, the Acquiring Fund will acquire at least ninety percent (90%) of the fair market value of the Target Fund’s net assets and at least seventy percent (70%) of the fair market value of the Target Fund’s gross assets held immediately prior to the Reorganization.

The Acquiring Fund Common Shares issued to each Target Fund will have the same aggregate net asset value, as of the Valuation Time (as defined in the Plan), as the aggregate value of the net assets of the Target Fund transferred to the Acquiring Fund (net of the liquidation preference of all the outstanding MTP Shares of such Target Fund) as of such time. The number of Acquiring Fund MTP Shares issued to AMT-Free will be equal to the number of AMT-Free MTP Shares, 2.65% Series 2015, outstanding immediately prior to the Reorganization and shall consist solely of Acquiring Fund MTP Shares, 2.65% Series 2015 #1. The number of Acquiring Fund MTP Shares issued to Dividend Advantage will be equal to the number of Dividend Advantage MTP Shares, 2.60% Series 2015, outstanding immediately prior to the Reorganization and shall consist solely of Acquiring Fund MTP Shares, 2.60% Series 2015. The Acquiring Fund MTP Shares issued to each Target Fund will have the same liquidation preference and substantially identical terms as the MTP Shares of such Target Fund outstanding at the Effective Time.

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After the Effective Time of its respective Reorganization, each Target Fund will be liquidated and will distribute the newly issued Acquiring Fund Common Shares it received pro rata to its common shareholders of record in exchange for such shareholders’ Target Fund common shares and, in the case of AMT-Free, will distribute one Acquiring Fund MTP Share, 2.65% Series 2015 #1, to its MTP shareholders of record for each MTP Share, 2.65% Series 2015, held by such shareholder; and in the case of Dividend Advantage, will distribute one Acquiring Fund MTP Share, 2.60% Series 2015, to its MTP shareholders of record for each MTP Share, 2.60% Series 2015, held by such shareholder. In such distributions, Acquiring Fund MTP Shares shall be distributed only to holders of, and in exchange for, MTP Shares of a Target Fund. No fractional Acquiring Fund Common Shares will be issued in connection with the Reorganizations. In lieu thereof, the Acquiring Fund’s transfer agent, on behalf of the shareholders entitled to receive fractional Acquiring Fund Common Shares, will aggregate all fractional Acquiring Fund Common Shares and sell the resulting whole on the New York Stock Exchange for the account of all shareholders of fractional interests, and each such shareholder will be entitled to a pro rata share of the proceeds from such sale.

As a result of each Reorganization, every common shareholder of the Target Fund will own Acquiring Fund Common Shares (including for this purpose any fractional shares to which they would be entitled) that will have an aggregate per share net asset value as of the Valuation Time equal to the aggregate per share net asset value of the Target Fund common shares held by such shareholder as of the Valuation Time and each holder of Target Fund MTP Shares will own Acquiring Fund MTP Shares with an aggregate liquidation preference and value as of the Effective Time equal to the aggregate liquidation preference and value of the Target Fund MTP Shares held by such shareholder as of the Effective Time.

Following the Reorganizations, the Acquiring Fund will continue each Target Fund’s historic business or use a significant portion of the Target Fund’s historic business assets in its business. At the Effective Time, with respect to each Reorganization, at least thirty-four percent (34%) of the Target Fund’s portfolio assets will meet the investment objectives, strategies, policies, risks and restrictions of the Acquiring Fund. No Target Fund will alter its portfolio in connection with the Reorganizations to meet the thirty-four percent (34%) threshold. Neither the Acquiring Fund nor any Target Fund modified any of its investment objectives, strategies, policies, risks or restrictions in connection with the Reorganizations and the Acquiring Fund has no plan or intention to change any of its investment objectives, strategies, policies, risks and restrictions after the Reorganizations.

In approving a Reorganization, the Board of Trustees of each Fund (the “Boards”) determined that the Plan and the transactions contemplated thereunder are in the best interests of

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its respective Fund and that the interests of the shareholders of its respective Fund will not be diluted as a result of the Reorganization. In making such determination, the Boards considered the compatibility of the Funds’ investment objectives, policies and related risks, economies of scale, the potential for lower total expenses, and the possibility of improved secondary market trading.

CONCLUSION

Based on the foregoing, it is our opinion with respect to each Reorganization that the transfer of substantially all the assets of a Target Fund, pursuant to the Plan, to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund followed by the complete liquidation and dissolution of the Target Fund as soon as possible thereafter will qualify as a reorganization under section 368(a)(1) of the Code.

The opinions set forth above (subject to the limitations set forth above) with respect to (i) the nonrecognition of gain or loss to the Target Funds and the Acquiring Fund, (ii) the basis and holding period of the assets received by the Acquiring Fund, (iii) the nonrecognition of gain or loss to each Target Fund’s shareholders upon the receipt of the Acquiring Fund Shares, except with respect to cash received in lieu of fractional shares, and (iv) the basis and holding period of the Acquiring Fund Shares received by each Target Fund’s shareholders follow as a matter of law from the opinion that the transfers under the Plan will qualify as reorganizations under section 368(a)(1) of the Code.

The opinions expressed in this letter are based on the Code, the Income Tax Regulations promulgated by the Treasury Department thereunder and judicial authority reported as of the date hereof. We have also considered the positions of the Internal Revenue Service (the “Service”) reflected in published and private rulings. Although we are not aware of any pending changes to these authorities that would alter our opinions, there can be no assurances that future legislative or administrative changes, court decisions or Service interpretations will not significantly modify the statements or opinions expressed herein. We do not undertake to make any continuing analysis of the facts or relevant law following the date of this letter or to notify you of any changes to such facts or law.

Our opinion is limited to those U.S. federal income tax issues specifically considered herein. We do not express any opinion as to any other federal tax issues, or any state, local or foreign tax law issues, arising from or related to the transactions contemplated by the Plan.

Nuveen Massachusetts Premium Income Municipal Fund

Nuveen Massachusetts AMT-Free Municipal Income Fund

Nuveen Massachusetts Dividend Advantage Municipal Fund

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Although the discussion herein is based upon our best interpretation of existing sources of law and expresses what we believe a court would properly conclude if presented with these issues, no assurance can be given that such interpretations would be followed if they were to become the subject of judicial or administrative proceedings.

This opinion is furnished to the Funds solely for their benefit in connection with the Reorganizations and is not to be relied upon, quoted, circulated, published, or otherwise referred to for any other purpose, in whole or in part, without our express prior written consent. This opinion may be disclosed to shareholders of the Funds and they may rely on it, it being understood that we are not establishing any attorney-client relationship with any shareholder of the Funds. This letter is not to be relied upon for the benefit of any other person.

We hereby consent to the filing of a form of this opinion as an exhibit to the Registration Statement on Form N-14 (File No. 333-190942) containing the Joint Proxy Statement/Prospectus dated October 18, 2013 relating to the Reorganizations filed by the Acquiring Fund with the Securities and Exchange Commission (the “Registration Statement”), to the discussion of this opinion in the Joint Proxy Statement/Prospectus included in the Registration Statement and to the use of our name and to any reference to our firm in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

VEDDER PRICE P.C.

FEDERAL TAX NOTICE: Treasury Regulations require us to inform you that (i) this opinion letter is written to support the promotion and marketing by others of the transactions or matters addressed herein and (ii) any federal tax advice contained herein (including in any attachments and enclosures) is not intended or written to be used, and cannot be used by any person or entity, for the purpose of avoiding penalties that may be imposed by the Internal Revenue Service.

EX-99.12.B

K&L GATES LLP   STATE STREET FINANCIAL CENTER   ONE LINCOLN STREET   BOSTON, MA 02111   T +1 617 261 3100    F +1 617 261 3175  klgates.com

June 9, 2014

Nuveen Massachusetts Premium Income Municipal Fund

Nuveen Massachusetts AMT-Free Municipal Income Fund

Nuveen Massachusetts Dividend Advantage Municipal Fund

333 West Wacker Drive

Suite 3300

Chicago, Illinois 60606

Re: MuniFund Term Preferred Shares Issued in the Reorganizations of

Nuveen Massachusetts AMT-Free Municipal Income Fund and

Nuveen Massachusetts Dividend Advantage Municipal Fund into

Nuveen Massachusetts Premium Income Municipal Fund

Ladies and Gentlemen:

You have requested our opinion regarding the treatment under the Internal Revenue Code of 1986, as amended (the “Code”), of certain MuniFund Term Preferred Shares (“MTP Shares”) described below. The MTP Shares will be issued in the reorganizations (“Reorganizations” and each, a “Reorganization”) by and between Nuveen Massachusetts AMT-Free Municipal Income Fund, a Massachusetts business trust (“AMT-Free” or a “Target Fund”), and Nuveen Massachusetts Premium Income Municipal Fund, a Massachusetts business trust (the “Acquiring Fund”), and by and between Nuveen Massachusetts Dividend Advantage Municipal Fund, a Massachusetts business trust (“Dividend Advantage” or a “Target Fund” and, together with AMT-Free, the “Target Funds”), and the Acquiring Fund . The Target Funds and the Acquiring Fund are each referred to herein as a “Fund.”

The Reorganizations contemplate the transfer of substantially all the assets of each Target Fund to the Acquiring Fund solely in exchange for newly issued common shares of beneficial interest, par value $0.01 per share, of the Acquiring Fund (“Acquiring Fund Common Shares”), and newly issued MTP Shares, par value $0.01 per share and liquidation preference $10 per share, of the Acquiring Fund (“Acquiring Fund MTP Shares” and together with Acquiring Fund Common Shares, the “Acquiring Fund Shares”) and the assumption by the Acquiring Fund of substantially all the liabilities of each Target Fund. Thereafter, each Target Fund will distribute to its shareholders of record all the Acquiring Fund Shares so received in complete liquidation of the Target Fund and the Target Fund will be dissolved under state law. The foregoing will be accomplished pursuant to an Agreement and Plan of Reorganization, dated as of October 9, 2013 (the “Plan”), entered into by the Target Funds and the Acquiring Fund.

klgates.com

Nuveen Massachusetts Premium Income Municipal Fund

Nuveen Massachusetts AMT-Free Municipal Income Fund

Nuveen Massachusetts Dividend Advantage Municipal Fund

June 9, 2014

Page 2

In rendering our opinion, we have examined the Plan and the registration statement containing the Joint Proxy Statement/Prospectus relating to the Reorganization on Form N-14 (File No. 333-190942) filed by the Acquiring Fund with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Registration Statement”). We have also examined such other agreements, documents and corporate records that have been made available to us and such other materials as we have deemed relevant for purposes of this opinion. In such review and examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies and the authenticity of the originals of such latter documents. The opinion herein is subject to and conditioned upon the representations made by the Funds concerning factual matters (but not conclusions of law). The initial and continuing truth and accuracy of such representations at all relevant times constitutes an integral basis for the opinion expressed herein and our opinion is conditioned upon the initial and continuing truth and accuracy of such representations at all relevant times. Our opinion is based, in part, on the assumption that the Reorganizations described herein will occur in accordance with the terms of the Plan—without the waiver or modification of any terms or conditions thereof and without taking into account any amendment thereof that we have not approved—and the facts and representations set forth or referred to in this opinion letter, and that such facts and representations, as well as the facts and representations set forth in the Plan and in the Registration Statement, are accurate as of the date hereof and will be accurate on the effective date and at the time of the Reorganization (the “Effective Time”).

Facts

Our opinion is based upon the facts, representations and assumptions set forth or referred to above and the following facts and assumptions, any alteration of which could adversely affect our conclusion.

AMT-Free has been registered and operated, since it commenced operations, as a closed- end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). AMT-Free’s common shares are listed and traded on the NYSE MKT. AMT- Free currently has outstanding 2.65% Series 2015 MTP Shares, with a par value of $0.01 per share and a liquidation preference of $10 per share. All the outstanding common shares and MTP Shares of AMT-Free are treated as equity for federal income tax purposes. AMT-Free is treated as a corporation for federal income tax purposes, has elected to be taxed as a regulated investment company under section 851 of the Code for all its taxable years, including without

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Nuveen Massachusetts AMT-Free Municipal Income Fund

Nuveen Massachusetts Dividend Advantage Municipal Fund

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limitation the taxable year in which the Reorganization occurs, and has qualified and will continue to qualify for the tax treatment afforded regulated investment companies under the Code for each of its taxable years, including without limitation the taxable year in which the Reorganization occurs.

Dividend Advantage has been registered and operated, since it commenced operations, as a closed-end management investment company under the 1940 Act. Dividend Advantage’s common shares are listed and traded on the NYSE MKT. Dividend Advantage currently has outstanding 2.60% Series 2015 MTP Shares, with a par value of $0.01 per share and a liquidation preference of $10 per share. All the outstanding common shares and MTP Shares of Dividend Advantage are treated as equity for federal income tax purposes. Dividend Advantage is treated as a corporation for federal income tax purposes, has elected to be taxed as a regulated investment company under section 851 of the Code for all its taxable years, including without limitation the taxable year in which the Reorganization occurs, and has qualified and will continue to qualify for the tax treatment afforded regulated investment companies under the Code for each of its taxable years, including without limitation the taxable year in which the Reorganization occurs.

The Acquiring Fund similarly has been registered and operated, since it commenced operations, as a closed-end management investment company under the 1940 Act. Acquiring Fund Common Shares are listed and traded on the New York Stock Exchange (the “NYSE”). In addition to its common shares, the Acquiring Fund currently has outstanding two series of MTP Shares, par value of $0.01 per share and liquidation preference of $10 per share. These MTP Shares will remain outstanding following the completion of the Reorganization. As part of the Reorganization, the Acquiring Fund will issue a new series of Acquiring Fund MTP Shares, 2.65% Series 2015 #1, and a new series of Acquiring Fund MTP Shares, 2.60% Series 2015 . The Acquiring Fund Common Shares to be issued in the Reorganization will be treated as equity for federal income tax purposes. The Acquiring Fund is treated as a corporation for federal income tax purposes, has elected to be taxed as a regulated investment company under section 851 of the Code for all its taxable years, including without limitation the taxable year in which the Reorganizations occur, and has qualified and will continue to qualify for the tax treatment afforded regulated investment companies under the Code for each of its taxable years, including without limitation the taxable year in which the Reorganizations occur.

Upon satisfaction of certain terms and conditions set forth in the Plan on or before the Effective Time, the Acquiring Fund will acquire substantially all the assets of each Target Fund solely in exchange for newly issued Acquiring Fund Common Shares, newly issued Acquiring Fund MTP Shares and the assumption by the Acquiring Fund of substantially all the liabilities of each Target Fund. Thereafter, each Target Fund will distribute to its shareholders of record all

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Nuveen Massachusetts AMT-Free Municipal Income Fund

Nuveen Massachusetts Dividend Advantage Municipal Fund

June 9, 2014

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the Acquiring Fund Shares so received in complete liquidation of the Target Fund and the Target Fund will be dissolved under state law. The assets of each Target Fund to be acquired by the Acquiring Fund will include, without limitation, cash, securities, commodities, interests in futures, and dividends or interest receivables owned by such Target Fund and any deferred or prepaid expenses shown as an asset on the books of such Target Fund as of the closing of its Reorganization. Each Target Fund will retain assets sufficient to pay its liabilities that will not be assumed by the Acquiring Fund, including, without limitation, all accumulated and unpaid dividends on all outstanding MTP Shares of such Target Fund and all declared but unpaid dividends on all outstanding common shares of such Target Fund. In the Reorganization, the Acquiring Fund will acquire at least ninety percent (90%) of the fair market value of each Target Fund’s net assets and at least seventy percent (70%) of the fair market value of each Target Fund’s gross assets held immediately prior to the Reorganization.

The Acquiring Fund Common Shares issued to each Target Fund will have the same aggregate net asset value, as of the Valuation Time (as defined in the Plan), as the aggregate value of the net assets of such Target Fund transferred to the Acquiring Fund (net of the liquidation preference of all the outstanding MTP Shares of such Target Fund) as of such time. The number of Acquiring Fund MTP Shares, 2.65% Series 2015 #1, issued to AMT-Free will be equal to the number of AMT-Free MTP Shares, 2.65% Series 2015, outstanding immediately prior to the Reorganization and will consist solely of Acquiring Fund MTP Shares, 2.65% Series 2015 #1. The Acquiring Fund MTP Shares issued to AMT-Free will have the same liquidation preference and substantially identical terms as the MTP Shares of AMT-Free outstanding at the Effective Time for which they are exchanged. The number of Acquiring Fund MTP Shares, 2.60% Series 2015, issued to Dividend Advantage will be equal to the number of Dividend Advantage MTP Shares, 2.60% Series 2015, outstanding immediately prior to the Reorganization and will consist solely of Acquiring Fund MTP Shares, 2.60% Series 2015. The Acquiring Fund MTP Shares issued to Dividend Advantage will have the same liquidation preference and substantially identical terms as the MTP Shares of Dividend Advantage outstanding at the Effective Time for which they are exchanged. The “Statement Establishing and Fixing the Rights and Preferences of MuniFund Term Preferred Shares” of each Fund accurately describes the features to which its MTP Shares are, or in the case of the new series of Acquiring Fund MTP Shares, will be subject.

After the Effective Time of the applicable Reorganization, AMT-Free will be liquidated and will distribute the newly issued Acquiring Fund Common Shares it received pro rata to its common shareholders of record in exchange for such shareholders’ AMT-Free common shares and will distribute one Acquiring Fund MTP Share, 2.65% Series 2015 #1, to its MTP shareholders of record for each MTP Share held by such shareholder. In such distribution,

Nuveen Massachusetts Premium Income Municipal Fund

Nuveen Massachusetts AMT-Free Municipal Income Fund

Nuveen Massachusetts Dividend Advantage Municipal Fund

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Acquiring Fund MTP Shares will be distributed only to holders of, and in exchange for, the AMT-Free MTP Shares. After the Effective Time of the applicable Reorganization, Dividend Advantage will be liquidated and will distribute the newly issued Acquiring Fund Common Shares it received pro rata to its common shareholders of record in exchange for such shareholders’ Dividend Advantage common shares and will distribute one Acquiring Fund MTP Share, 2.60% Series 2015, to its MTP shareholders of record for each MTP Share held by such shareholder. In such distribution, Acquiring Fund MTP Shares will be distributed only to holders of, and in exchange for, the Dividend Advantage MTP Shares. No fractional Acquiring Fund Common Shares will be issued in connection with either Reorganization. In lieu thereof, the Acquiring Fund’s transfer agent, on behalf of the shareholders entitled to receive fractional Acquiring Fund Common Shares, will aggregate all fractional Acquiring Fund Common Shares and sell the resulting whole on the NYSE for the account of all shareholders of fractional interests, and each such shareholder will be entitled to a pro rata share of the proceeds from such sale.

As a result of each Reorganization, every common shareholder of the applicable Target Fund participating in the Reorganization will own Acquiring Fund Common Shares (including for this purpose any fractional shares to which they would be entitled) that will have an aggregate per share net asset value as of the Valuation Time equal to the aggregate per share net asset value of the Target Fund common shares held by such shareholder as of the Valuation Time and each holder of Target Fund MTP Shares will own Acquiring Fund MTP Shares with an aggregate liquidation preference and value as of the Effective Time equal to the aggregate liquidation preference and value of the Target Fund MTP Shares held by such shareholder as of the Effective Time.

Opinion

Based solely on the foregoing, and subject to the qualifications, exceptions, assumptions, and limitations expressed herein, we are of the opinion that (i) the Acquiring Fund MTP Shares will be treated as equity in the Acquiring Fund for federal income tax purposes and (ii) the distributions made with respect to such MTP Shares will qualify as exempt-interest dividends to the extent they are reported as such by the Acquiring Fund and permitted by Section 852(b)(5)(A) of the Code.

This opinion is furnished to the Funds solely for their benefit in connection with the Reorganizations and is not to be relied upon, quoted, circulated, published, or otherwise referred to for any other purpose, in whole or in part, without our express prior written consent. This opinion may be disclosed to shareholders of the Funds and they may rely on it as if they were addressees of this opinion, it being understood that we are not establishing any lawyer-client

Nuveen Massachusetts Premium Income Municipal Fund

Nuveen Massachusetts AMT-Free Municipal Income Fund

Nuveen Massachusetts Dividend Advantage Municipal Fund

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relationship with any shareholder of the Funds. We understand that Vedder Price P.C. may rely on the conclusion of this opinion as a factual assumption for purposes of issuing certain other opinions in connection with the Reorganizations. This letter is not to be relied upon for the benefit of any other person.

In addition to the assumptions set forth above, this opinion is subject to the following exceptions, limitations, and qualifications:

1. Our opinion is based upon our interpretation of the current provisions of the Code and current judicial decisions, administrative regulations, and published notices, rulings, and procedures. We have considered the positions of the Internal Revenue Service in published and private rulings. We note that there is no authority directly on point dealing with securities like the Acquiring Fund MTP Shares. Our opinion only represents our best judgment and is not binding on the Internal Revenue Service or courts and there is no assurance that the Internal Revenue Service will not successfully challenge the conclusions set forth herein. Consequently, no assurance can be given that future legislative, judicial, or administrative changes, on either a prospective or retroactive basis, would not adversely affect the accuracy of the conclusions stated herein. We undertake no obligation to advise you of changes in law which may occur after the date hereof.

2. Our opinion is limited to the federal income tax matters addressed herein, and no other opinions are rendered with respect to any other matter, whether federal, state, local or foreign, not specifically set forth in the foregoing opinion.

We hereby consent to the filing of a form of this opinion as an exhibit to the Registration Statement and to the discussion of this opinion, to the use of our name and to any reference to our firm in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,