NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND, DEF 14A, 1998-10-15

NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND
DEF 14A, 1998-10-15

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<PAGE> 1

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:

[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No Fee Required.

[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, schedule or registration statement no.:

(3) Filing party:

(4) Date filed:

<PAGE> 2

<TABLE>
<S> <C>
NOTICE OF ANNUAL MEETING 333 West Wacker Drive
OF SHAREHOLDERS - Chicago, Illinois
NOVEMBER 18, 1998 60606
800-257-8787
</TABLE>

NUVEEN CONNECTICUT PREMIUM INCOME MUNICIPAL FUND
NUVEEN GEORGIA PREMIUM INCOME MUNICIPAL FUND
NUVEEN MARYLAND PREMIUM INCOME MUNICIPAL FUND
NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND
NUVEEN MISSOURI PREMIUM INCOME MUNICIPAL FUND
NUVEEN NEW YORK MUNICIPAL VALUE FUND, INC.
NUVEEN NEW YORK PERFORMANCE PLUS MUNICIPAL FUND, INC.
NUVEEN NEW YORK INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN NEW YORK SELECT QUALITY MUNICIPAL FUND, INC.
NUVEEN NEW YORK QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN INSURED NEW YORK PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN NORTH CAROLINA PREMIUM INCOME MUNICIPAL FUND
NUVEEN VIRGINIA PREMIUM INCOME MUNICIPAL FUND
NUVEEN WASHINGTON PREMIUM INCOME MUNICIPAL FUND

October 14, 1998

TO THE SHAREHOLDERS OF THE ABOVE FUNDS:

Notice is hereby given that the Annual Meeting of Shareholders of each of Nuveen
Connecticut Premium Income Municipal Fund, Nuveen Georgia Premium Income
Municipal Fund, Nuveen Maryland Premium Income Municipal Fund, Nuveen
Massachusetts Premium Income Municipal Fund, Nuveen Missouri Premium Income
Municipal Fund, Nuveen North Carolina Premium Income Municipal Fund, Nuveen
Virginia Premium Income Municipal Fund and Nuveen Washington Premium Income
Municipal Fund, each a Massachusetts business trust, and each of Nuveen New York
Municipal Value Fund, Inc. ("New York Value"), Nuveen New York Performance Plus
Municipal Fund, Inc., Nuveen New York Investment Quality Municipal Fund, Inc.,
Nuveen New York Select Quality Municipal Fund, Inc., Nuveen New York Quality
Income Municipal Fund, Inc., and Nuveen Insured New York Premium Income
Municipal Fund, Inc., each a Minnesota corporation (the aforementioned New York
Funds will be referred to collectively as the "New York Funds") (each fund
individually, a "Fund" and, collectively, the "Funds"), will be held in the 34th
floor conference room of John Nuveen & Co. Incorporated, 333 West Wacker Drive,
Chicago, Illinois, on Wednesday, November 18, 1998, at 10:00 a.m., Chicago time,
for the following purposes and to transact such other business, if any, as may
properly come before the meeting:

1. To elect Members to the Board of each Fund as outlined below:

a. For each Fund except New York Value, to elect eight (8) Board Members to
serve until the next Annual Meeting and until their successors shall have been
duly elected and qualified:

i.) six (6) Board Members to be elected by the holders of common shares
and Municipal Auction Rate Cumulative Preferred ("MuniPreferred"), voting
together as a single class, and;

ii.) two (2) Board Members to be elected by the holders of MuniPreferred
only, voting as a single class.
<PAGE> 3

b. For New York Value, to elect three (3) Board Members for a three year
term and until their successors shall have been duly elected and qualified.

2. To ratify the selection of Ernst & Young LLP as independent auditors for the
current fiscal year.

Shareholders of record of each Fund at the close of business on September 21,
1998 are entitled to notice of and to vote at that Fund's Annual Meeting.

IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE FOR YOUR FUND, AND TO ASSURE THAT
YOUR SHARES ARE REPRESENTED, IF YOU DO NOT EXPECT TO BE PRESENT IN PERSON AT
YOUR ANNUAL MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND MAIL THE ENCLOSED
PROXY AS PROMPTLY AS POSSIBLE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.

Gifford R. Zimmerman
Vice President and Secretary
<PAGE> 4

<TABLE>
<S> <C>
JOINT PROXY STATEMENT 333 West Wacker Drive
OCTOBER 14, 1998 Chicago, Illinois
60606
800-257-8787
</TABLE>

GENERAL INFORMATION

This Joint Proxy Statement is furnished in connection with the solicitation by
the Board of Directors or Board of Trustees, as the case may be, (each a "Board"
and each director or trustee a "Board Member") of each of Nuveen Connecticut
Premium Income Municipal Fund ("Connecticut Premium"), Nuveen Georgia Premium
Income Municipal Fund ("Georgia Premium"), Nuveen Maryland Premium Income
Municipal Fund ("Maryland Premium"), Nuveen Massachusetts Premium Income
Municipal Fund ("Massachusetts Premium"), Nuveen Missouri Premium Income
Municipal Fund ("Missouri Premium"), Nuveen North Carolina Premium Income
Municipal Fund ("North Carolina Premium"), Nuveen Virginia Premium Income
Municipal Fund ("Virginia Premium"), Nuveen Washington Premium Income Municipal
Fund ("Washington Premium"), Nuveen New York Municipal Value Fund, Inc. ("New
York Value"), Nuveen New York Performance Plus Municipal Fund, Inc. ("New York
Performance"), Nuveen New York Investment Quality Municipal Fund, Inc. ("New
York Investment"), Nuveen New York Select Quality Municipal Fund, Inc. ("New
York Select"), Nuveen New York Quality Income Municipal Fund, Inc. ("New York
Quality"), and Nuveen Insured New York Premium Income Municipal Fund, Inc.
("Insured New York") (the aforementioned New York Funds will be referred to
collectively as the "New York Funds") (each Fund individually, a "Fund" and,
collectively, the "Funds"), of proxies to be voted at the Annual Meeting of
Shareholders of each Fund to be held on November 18, 1998 (for each Fund, an
"Annual Meeting" and, collectively, the "Annual Meetings"), and at any and all
adjournments thereof.

On the matters coming before each Fund's Annual Meeting as to which a choice has
been specified by the shareholders of that Fund on the proxy, the shares of that
Fund will be voted accordingly. If no choice is so specified, the shares of each
Fund will be voted FOR the election of the nominees as listed in the Joint Proxy
Statement, and FOR ratification of the

1
<PAGE> 5

selection of Ernst & Young LLP as each Fund's independent auditors. Shareholders
of any Fund who execute proxies may revoke them at any time before they are
voted by filing with that Fund a written notice of revocation, by delivering a
duly executed proxy bearing a later date, or by attending the Annual Meeting and
voting in person.

The Board of each Fund has determined that the use of this Joint Proxy Statement
for each Fund's Annual Meeting is in the best interest of each Fund and its
shareholders in light of the similar matters being considered and voted on by
the shareholders. Shareholders of each Fund will vote separately on each
proposal relating to their Fund, and a vote on a proposal by the shareholders of
one Fund will not affect the vote on the proposal by the shareholders of another
Fund.

The following table indicates which shareholders are solicited with respect to
each matter:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
MATTER COMMON SHARES MuniPreferred(1)
- -----------------------------------------------------------------------------------
<S> <C> <C>
Election of Board Members by all Shareholders X X
(except New York Value) (Robert P. Bremner,
Lawrence H. Brown, Anthony T. Dean, Anne E.
Impellizzeri, Peter R. Sawers and Judith M.
Stockdale nominated)
- -----------------------------------------------------------------------------------
Election of Board Members by MuniPreferred N/A X
only (except New York Value) (William J.
Schneider and Timothy R. Schwertfeger
nominated)
- -----------------------------------------------------------------------------------
Election of Board Members for New York Value X N/A
by all Shareholders (Lawrence H. Brown, Peter
R. Sawers, and Timothy R. Schwertfeger
nominated)
- -----------------------------------------------------------------------------------
Ratify Selection of Auditors X X (N/A New York
Value)
- -----------------------------------------------------------------------------------
</TABLE>

(1) "MuniPreferred" means "Municipal Auction Rate Cumulative Preferred."

A quorum of shareholders is required to take action at each Fund's Annual
Meeting. A majority of the shares entitled to vote at each Annual Meeting,
represented in person or by proxy, will constitute a quorum of shareholders at
that Annual Meeting, except that for the election of the two Board Member
nominees to be elected by holders of MuniPreferred for each Fund (except New
York Value), 33 1/3% of the MuniPreferred shares entitled to vote and
represented in person or by proxy will constitute a quorum. Votes cast by proxy
or in person at each Annual Meeting will be tabulated by the inspectors of
election appointed for that Annual Meeting. The inspectors of election will
determine whether or not a quorum is present at the Annual Meeting. The
inspectors of election will treat abstentions and "broker non-votes"' (i.e.,
shares held by brokers or nominees, typically in "street name," as to which (i)
instructions have not been received from the beneficial owners or persons
entitled to vote and (ii) the broker or nominee does not have discretionary
voting power on a particular matter) as present for purposes of determining a
quorum.

For purposes of determining the approval of the matters submitted for a vote of
the shareholders of the New York Funds, abstentions and broker non-votes will be
treated as shares voted against the election of Board Members and against
ratification of the selection of independent auditors. For purposes of
determining the approval of the matters submitted for a vote of the shareholders
of each Fund other than the New York Funds, abstentions and

2
<PAGE> 6

broker non-votes will have no effect on the election of Board Members and will
have the same effect as shares voted against ratification of the selection of
independent auditors. The details of each proposal to be voted on by the
shareholders of each Fund and the vote required for approval of each proposal
are set forth under the description of each proposal below.

Those persons who were shareholders of record at the close of business on
September 21, 1998 will be entitled to one vote for each share held. As of
September 21, 1998 shares of the Funds were issued and outstanding as follows:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
FUND COMMON SHARES MuniPreferred
- -------------------------------------------------------------------------------------
<S> <C> <C>
Connecticut Premium 5,189,006 1,532 Series TH
- -------------------------------------------------------------------------------------
Georgia Premium 3,731,252 1,112 Series TH
- -------------------------------------------------------------------------------------
Maryland Premium 10,410,781 1,404 Series W
1,760 Series TH
- -------------------------------------------------------------------------------------
Massachusetts Premium 4,629,943 1,360 Series TH
- -------------------------------------------------------------------------------------
Missouri Premium 2,143,948 640 Series TH
- -------------------------------------------------------------------------------------
New York Value 15,120,364 N/A
- -------------------------------------------------------------------------------------
New York Performance 14,802,145 1,600 Series M
2,000 Series W
572 Series F
- -------------------------------------------------------------------------------------
New York Investment 17,516,878 2,400 Series T
2,400 Series F
- -------------------------------------------------------------------------------------
New York Select 23,110,875 2,400 Series W
3,600 Series TH
- -------------------------------------------------------------------------------------
New York Quality 23,816,900 2,200 Series M
2,200 Series W
2,400 Series TH
- -------------------------------------------------------------------------------------
Insured New York 8,248,566 1,320 Series M
1,280 Series T
- -------------------------------------------------------------------------------------
North Carolina Premium 6,252,727 1,872 Series TH
- -------------------------------------------------------------------------------------
Virginia Premium 8,582,140 832 Series T
1,720 Series TH
- -------------------------------------------------------------------------------------
Washington Premium 2,320,051 680 Series TH
- -------------------------------------------------------------------------------------
</TABLE>

This Joint Proxy Statement is first being mailed to shareholders of the Funds on
or about October 14, 1998.

1. ELECTION OF BOARD MEMBERS OF EACH FUND

At each Fund's Annual Meeting (except New York Value), eight (8) Board Members
are to be elected to serve until the next Annual Meeting and until their
successors shall have been duly elected and qualified. Under the terms of each
Fund's organizational documents (except New York Value), holders of
MuniPreferred, under normal circumstances, are entitled to elect two (2) Board
Members, and the remaining Board Members are to be elected by holders of Common
Shares and MuniPreferred, voting together as a single class. Pursuant to the
organizational documents of New York Value, the Board is divided into three
classes, with

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<PAGE> 7

each class being elected to serve a term of three years. For New York Value,
three (3) Board Members are to be elected to serve for a three year term.

FOR CONNECTICUT PREMIUM, GEORGIA PREMIUM, MARYLAND PREMIUM, MASSACHUSETTS
PREMIUM, MISSOURI PREMIUM, NEW YORK PERFORMANCE, NEW YORK INVESTMENT, NEW YORK
SELECT, NEW YORK QUALITY, INSURED NEW YORK, NORTH CAROLINA PREMIUM, VIRGINIA
PREMIUM AND WASHINGTON PREMIUM. As indicated above, holders of MuniPreferred are
entitled to elect two of the Board Members. Messrs. Schneider and Schwertfeger
are nominees for election by holders of MuniPreferred. The six remaining Board
Members are to be elected by holders of the Common Shares and the Preferred
Shares, voting together as a single class. Messrs. Bremner, Brown, Dean, and
Sawers and Mses. Impellizzeri and Stockdale are the nominees for election by all
shareholders.

FOR NEW YORK VALUE. The Board of New York Value has designated Lawrence H.
Brown, Peter R. Sawers and Timothy R. Schwertfeger as Class I Board Members and
as the nominees for Board Members for a term expiring at the Annual Meeting of
Shareholders in the year 2001, and until their successors have been duly elected
and qualified. The remaining Board Members, Messrs. Bremner, Dean, Schneider and
Mses. Impellizzeri and Stockdale are current, and continuing Board Members. The
term of Ms. Impellizzeri and Mr. Dean as Class II Board Members expires in 1999.
The term of Messrs. Bremner and Schneider and Ms. Stockdale as Class III Board
Members expires in 2000.

The affirmative vote of a plurality of the shares present and entitled to vote
at the Annual Meeting of each Fund (except for the New York Funds) will be
required to elect the Board Members of that Fund. For the New York Funds, the
affirmative vote of a majority of the shares present and entitled to vote at the
Funds' Annual Meeting will be required to elect the Board Members of those
Funds.

It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed below unless
the proxy is marked otherwise. Each of the nominees has agreed to serve as a
Board Member of each Fund if elected; however, should any nominee become unable
or unwilling to accept nomination or election, the proxies for each Fund will be
voted for one or more substitute nominees designated by that Fund's present
Board.

The table below shows each nominee's age, principal occupations and other
business affiliations, and the year in which each nominee was first elected or
appointed a Board Member of each Fund. All of the nominees were last elected to
the Board at the 1997 annual meeting of shareholders, except for New York Value,
which only elected Class III Board Members.

EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF THE NOMINEES NAMED BELOW.

4
<PAGE> 8

BOARD NOMINEES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED
YEAR FIRST ELECTED SEPTEMBER 30, 1998
NAME, AGE AND PRINCIPAL OCCUPATIONS OF OR APPOINTED ------------------
NOMINEES AS OF SEPTEMBER 30, 1998(1) A BOARD MEMBER THE FUNDS
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Robert P. Bremner, 58(2) 1997--All Funds 0
Board Member of the Funds; private
investor and management consultant.
Lawrence H. Brown, 64(3) 1993--All Funds 0
Board Member of the Funds; retired
(August 1989) as Senior Vice President
of The Northern Trust Company.
*Anthony T. Dean, 53(4) 1996--All Funds 0
Board Member and President of the
Funds advised by Nuveen Advisory Corp.
(since July 1996); Chairman (since
July 1996) and Trustee (since August
1994), formerly President (from August
1994 to July 1996) of the Funds
advised by Nuveen Institutional
Advisory Corp; President (since July
1996) and Director, previously
Executive Vice President of The John
Nuveen Company, John Nuveen & Co.
Incorporated, Nuveen Advisory Corp.
and Nuveen Institutional Advisory
Corp.; President and Director (since
January 1997) of Nuveen Asset
Management, Inc.; Chairman and
Director (since 1997) of Rittenhouse
Financial Services, Inc.
Anne E. Impellizzeri, 65(4) 1994--All Funds 1,000(5)
Board Member of the Funds; Executive
Director of Manitoga (Russell Wright's
design/home and landscape); formerly
President and Chief Executive Officer
of Blanton-Peale Institute.
Peter R. Sawers, 65(3) 1991-- New York Value 0
Board Member of the Funds; Adjunct New York Performance
Professor of Business and Economics, New York Investment
University of Dubuque, Iowa; Adjunct New York Select
Professor, Lake Forest Graduate School New York Quality
of Management, Lake Forest, Illinois; 1992--Insured New York
Chartered Financial Analyst; Certified 1993-- Connecticut Premium
Management Consultant. Georgia Premium
Maryland Premium
Massachusetts Premium
Missouri Premium
North Carolina Premium
Virginia Premium
Washington Premium
</TABLE>

5
<PAGE> 9

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
FULL COMMON SHARES
BENEFICIALLY OWNED
SEPTEMBER 30, 1998
YEAR FIRST ELECTED ------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS OF OR APPOINTED THE
NOMINEES AS OF SEPTEMBER 30, 1998(1) A BOARD MEMBER FUNDS
- ------------------------------------------------------------------------------------------
<S> <C> <C>
William J. Schneider, 54(2)(6) 1997--All Funds 0
Board Member of the Funds; Senior
partner, Miller-Valentine Partners;
Vice President, Miller-Valentine
Realty, Inc.
*Timothy R. Schwertfeger, 49(3)(6) 1994--All Funds 0
Board Member (since July 1994) and
Chairman (since July 1996), formerly
President (from July 1994 to July
1996) of the Funds advised by Nuveen
Advisory Corp.; Trustee and President
(since July 1996) of the Funds advised
by Nuveen Institutional Advisory
Corp.; Chairman (since July 1996) and
Director, previously Executive Vice
President, of The John Nuveen Company,
John Nuveen & Co. Incorporated, Nuveen
Advisory Corp. and Nuveen
Institutional Advisory Corp.; Chairman
and Director (since January 1997) of
Nuveen Asset Management, Inc.
Judith M. Stockdale, 50(2) 1997--All Funds 0
Board Member of the Funds; Executive
Director (since 1994) of the Gaylord
and Dorothy Donnelley Foundation;
prior thereto, Executive Director
(from 1990 to 1994) of the Great Lakes
Protection Fund.
- ------------------------------------------------------------------------------------------
</TABLE>

(*) "Interested person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer or director of the Funds' investment
adviser, Nuveen Advisory Corp.

(1) As of September 30, 1998, nominees for the Board of the Funds were board
members of 37 Nuveen open-end funds and 52 Nuveen closed-end funds managed by
Nuveen Advisory Corp. ("NAC Funds"). In addition, Messrs. Dean and Schwertfeger
are also board members of five open-end and five closed-end funds managed by
Nuveen Institutional Advisory Corp. ("NIAC Funds").

(2) Messrs. Bremner and Schneider and Ms. Stockdale are continuing Class III
Board Members of New York Value whose term will expire in 2000.

(3) Messrs. Brown, Sawers and Schwertfeger are Class I Board Members of New York
Value and have been nominated for a term to expire in 2001.

(4) Mr. Dean and Ms. Impellizzeri are continuing Class II Board Members of New
York Value whose term will expire in 1999.

(5) Represents shares of Common Stock of New York Select Quality. Ms.
Impellizzeri has sole voting and investment power with respect to these shares.

(6) Messrs. Schneider and Schwertfeger are Board nominees to be elected by
holders of MuniPreferred for all Funds except New York Value.

Each of the Funds are state-specific funds which pay interest exempt from
regular federal, state, and in some instances, local income taxes to residents
of that state. These Funds would not ordinarily be appropriate investments for
persons who are not residents of those

6
<PAGE> 10

states. As none of the Board Members reside in Connecticut, Georgia, Maryland,
Massachusetts, Missouri, New York, North Carolina, Virginia or Washington,
except Ms. Impellizzeri who lives in New York, none of the Board Members, other
than Ms. Impellizzeri, hold shares of any of the Funds. The following Board
Members own shares of other Nuveen Funds, which included on September 30, 1998
the following number of shares of the NAC Funds and NIAC Funds referred to in
footnote (1) above (excluding money market funds and shares held by Messrs. Dean
and Schwertfeger in Nuveen's 401(k)/Profit Sharing Plan): R. Bremner 11,297
shares; L. Brown 6,965 shares; A. Dean 19,348 shares, A. Impellizzeri 3,110
shares; P. Sawers 11,755 shares; W. Schneider 21,954 shares and T. Schwertfeger
206,002 shares. Certain of the aforementioned shares beneficially owned by
Messrs. Dean, Schwertfeger and Schneider represent shares held jointly with, or
in the name of their respective spouse. In addition, Mr. Bremner disclaims
ownership of the above shares, all of which are held in his wife's name.

The Board Members affiliated with John Nuveen & Co. Incorporated ("Nuveen"') or
Nuveen Advisory Corp. (the "Adviser"') serve without any compensation from the
Funds. Board Members who are not affiliated with Nuveen or the Adviser receive a
$32,500 annual retainer for serving as a board member of all closed-end funds
sponsored by Nuveen and managed by the Adviser and a $1,000 fee per day plus
expenses for attendance at all meetings held on a day on which a regularly
scheduled Board meeting is held, a $1,000 fee per day plus expenses for
attendance in person or a $500 fee per day plus expenses for attendance by
telephone at a meeting held on a day on which no regular Board meeting is held,
and a $250 fee per day plus expenses for attendance in person or by telephone at
a meeting of the executive committee or the dividend committee. The annual
retainer, fees and expenses are allocated among the closed-end funds managed by
the Adviser on the basis of relative net asset sizes. Each Fund has adopted a
Directors' Deferred Compensation Plan pursuant to which a Board Member of that
Fund may elect to have all or a portion of the Board Member's fee deferred.
Board Members may defer fees for any calendar quarter by the execution of a
Participation Agreement prior to the beginning of the calendar quarter during
which the Board Member wishes to begin deferral. In addition, the Board Members
who are not affiliated with Nuveen or the Adviser receive a $27,500 annual
retainer for services as a board member of all open-end funds sponsored by
Nuveen and managed by the Adviser and similar per day meeting and other
expenses.

The table below shows, for each Board Member who is not affiliated with Nuveen
or the Adviser, the aggregate compensation paid by each Fund for its last fiscal
year and the total compensation that the Nuveen Funds accrued for each Board
Member during the calendar year 1997.

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM THE FUNDS
-----------------------------------------------------------
CONNECTICUT GEORGIA MARYLAND MASSACHUSETTS MISSOURI
NAME OF BOARD MEMBER PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert P. Bremner $289 $264 $381 $281 $237
Lawrence H. Brown 328 293 461 317 253
Anne E. Impellizzeri 318 286 440 307 249
Peter R. Sawers 318 286 440 307 249
William J. Schneider 289 264 381 281 237
Judith M. Stockdale 224 204 300 217 181
- ----------------------------------------------------------------------------------------------
</TABLE>

7
<PAGE> 11

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
--------------------AGGREGATE-COMPENSATION-FROM-THE-FUNDS
NEW YORK NEW YORK NEW YORK NEW YORK NEW YORK
NAME OF BOARD MEMBER VALUE PERFORMANCE INVESTMENT SELECT QUALITY
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert P. Bremner $348 $528 $579 $693 $719
Lawrence H. Brown 365 565 622 749 778
Anne E. Impellizzeri 348 528 579 693 719
Peter R. Sawers 348 528 579 693 719
William J. Schneider 348 528 579 693 719
Judith M. Stockdale 342 514 563 672 697
- -------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
TOTAL
COMPENSATION
NUVEEN FUNDS
ACCRUED FOR
------AGGREGATE-COMPENSATION-FROM-THE-FUNDS---BOARD-MEMBERS(1)
NORTH
INSURED CAROLINA VIRGINIA WASHINGTON
NAME OF TRUSTEE NEW YORK PREMIUM PREMIUM PREMIUM
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert P. Bremner $382 $308 $350 $241 $58,780(2)
Lawrence H. Brown 403 355 417 259 76,000
Anne E. Impellizzeri 382 343 399 254 71,750
Peter R. Sawers 382 343 399 254 71,750
William J. Schneider 382 308 350 241 58,780(2)
Judith M. Stockdale 374 240 275 184 32,000(2)
- --------------------------------------------------------------------------------------------
</TABLE>

(1) Includes compensation for service on the boards of the NAC Funds.

(2) Messrs. Bremner and Schneider were appointed to the Board of the Funds in
May 1997 and were elected to the Boards of other NAC Funds in January 1997. Ms.
Stockdale was appointed to the Board of the NAC Funds, including the Funds, in
July 1997.

Anthony T. Dean, Peter R. Sawers and Timothy R. Schwertfeger serve as members of
the executive committee of the Board of each Fund. The executive committee of
each Fund, which may meet between regular meetings of the Board, is authorized
to exercise all of the powers of the Board. The executive committee of the New
York Funds did not meet during its last fiscal year. Prior to the formation in
July 1997 of the dividend committee described below, the Funds, other than the
New York Funds, held two executive committee meetings for the purpose of
declaring dividends. Mr. Schwertfeger was not in attendance at these two
meetings and therefore did not attend 75% of all committee meetings of which he
is a member.

Anthony T. Dean and Lawrence H. Brown are the members of the dividend committee
for each Fund. The dividend committee is authorized to declare distributions on
the Funds' shares including, but not limited to, regular and special dividends,
capital gains and ordinary income distributions. The dividend committee of the
New York Funds held thirteen meetings during its last fiscal year. The dividend
committee for each other Fund held eleven meetings.

Each Fund's Board has an audit committee composed of Robert P. Bremner, Lawrence
H. Brown, Anne E. Impellizzeri, Peter R. Sawers, William J. Schneider and Judith
M. Stockdale, Board Members who are not "interested persons." The audit
committee reviews the work

8
<PAGE> 12

and any recommendations of the Fund's independent auditors. Based on such
review, it is authorized to make recommendations to the Board. The audit
committee of each Fund held two meetings during its last fiscal year.

Nomination of those Board Members who are not "interested persons" of each Fund
is committed to a nominating committee composed of Board Members who are not
"interested persons"' of that Fund. It identifies and recommends individuals to
be nominated for election as non-interested Board Members. The nominating
committee of each Fund held one meeting during its last fiscal year. No policy
or procedure has been established as to the recommendation of Board Member
nominees by shareholders.

The Board of each Fund held five meetings during its last fiscal year. During
the last fiscal year, each Board Member attended 75% or more of each Fund's
Board meetings and the committee meetings (if a member thereof), except as
described above.

Each Fund has the same executive officers. The following table sets forth
information as of September 30, 1998 with respect to each executive officer of
the Funds, other than executive officers who are Board Members and reflected
above. Officers of the Funds receive no compensation from the Funds. The term of
office of all officers will expire in July 1999.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS
FOR THE PAST FIVE YEARS POSITIONS AND OFFICES WITH FUNDS
- --------------------------------------------------------------------------------
<S> <C>
Alan G. Berkshire, 37 Vice President and Assistant
Vice President and General Counsel (since Secretary (since 1998)
September 1997) and Secretary (since May 1998)
of The John Nuveen Company, John Nuveen & Co.
Incorporated, Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.; prior thereto,
Partner in the law firm of Kirkland & Ellis.

Michael S. Davern, 41 Vice President (since 1998)
Vice President of Nuveen Advisory Corp. (since
January 1997); prior thereto, Vice President
and Portfolio Manager of Flagship Financial
Inc.

Lorna C. Ferguson, 52 Vice President (since 1998)
Vice President of John Nuveen & Co.
Incorporated and (since January 1998) of
Nuveen Advisory Corp. and Nuveen Institutional
Advisory Corp.

William M. Fitzgerald, 34 Vice President (since 1996)
Vice President of Nuveen Advisory Corp. (since
December 1995); prior thereto, Assistant Vice
President (from September 1992 to December
1995) of Nuveen Advisory Corp.; Chartered
Financial Analyst.

Stephen D. Foy, 44 Vice President and Controller
Vice President of John Nuveen & Co. (since 1998)
Incorporated and (since 1998) The John Nuveen
Company.

J. Thomas Futrell, 43 Vice President (since 1991)
Vice President of Nuveen Advisory Corp;
Chartered Financial Analyst.
</TABLE>

9
<PAGE> 13

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS
FOR THE PAST FIVE YEARS POSITIONS AND OFFICES WITH FUNDS
- --------------------------------------------------------------------------------
<S> <C>
Richard A. Huber, 35 Vice President (since 1998)
Vice President of Nuveen Advisory Corp. (since
January 1997); prior thereto, Vice President
and Portfolio Manager of Flagship Financial
Inc.

Steven J. Krupa, 41 Vice President (since 1990)
Vice President of Nuveen Advisory Corp.

Larry W. Martin, 47 Vice President (since 1993) and
Vice President, Assistant Secretary and Assistant Secretary (since 1988)
Assistant General Counsel of John Nuveen & Co.
Incorporated; Vice President and Assistant
Secretary of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.; Assistant
Secretary (since February 1993) of The John
Nuveen Company.

Edward F. Neild, IV, 33 Vice President (since 1996)
Vice President of Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp. (since
September 1996); prior thereto, Assistant Vice
President of Nuveen Advisory Corp. (from
December 1993 to September 1996) and Nuveen
Institutional Advisory Corp. (from May 1995 to
September 1996); Chartered Financial Analyst.

Stephen S. Peterson, 41 Vice President (since 1997)
Vice President (since September 1997) of
Nuveen Advisory Corp.; prior thereto,
Assistant Vice President (from September 1996
to September 1997) and Portfolio Manager (from
1991 to 1996) of Nuveen Advisory Corp.;
Chartered Financial Analyst.

Stuart W. Rogers, 42 Vice President (since 1998)
Vice President of John Nuveen & Co.
Incorporated.

Thomas C. Spalding, Jr., 47 Vice President (since 1987)
Vice President of Nuveen Advisory Corp. and
Nuveen Institutional Advisory Corp.; Chartered
Financial Analyst.

H. William Stabenow, 64 Vice President & Treasurer
Vice President and Treasurer of The John (since 1988)
Nuveen Company, John Nuveen & Co.
Incorporated, Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.
</TABLE>

10
<PAGE> 14

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
NAME, AGE AND PRINCIPAL OCCUPATIONS
FOR THE PAST FIVE YEARS POSITIONS AND OFFICES WITH FUNDS
- --------------------------------------------------------------------------------
<S> <C>
William S. Swanson, 33 Vice President (since 1998)
Vice President of John Nuveen & Co.
Incorporated (since October 1997), prior
thereto, Assistant Vice President (from
September 1996 to October 1997); formerly,
Associate of John Nuveen & Co. Incorporated;
Chartered Financial Analyst.

Gifford R. Zimmerman, 42 Vice President (since 1993) and
Vice President, Assistant Secretary and Secretary (since 1998)
Associate General Counsel of John Nuveen & Co.
Incorporated; Vice President and Assistant
Secretary of Nuveen Advisory Corp. and Nuveen
Institutional Advisory Corp.; Assistant
Secretary of The John Nuveen Company (since
May 1994).
- --------------------------------------------------------------------------------
</TABLE>

On September 30, 1998, Board Members and executive officers of the Funds as a
group beneficially owned 334,511 common shares of all the NAC Funds and the NIAC
Funds (excluding money market funds and shares held in Nuveen's 401(k)/Profit
Sharing Plan) and as a group beneficially owned 1,000 shares of Common Stock of
New York Select Quality, but did not beneficially own any Common Shares of any
other Fund or any shares of MuniPreferred of any Fund. As of September 21, 1998,
no person is known to the Funds to have owned beneficially more than five
percent of the Common Shares or MuniPreferred of any Fund.

2. SELECTION OF INDEPENDENT AUDITORS

The members of each Fund's Board who are not "interested persons" of that Fund
have unanimously selected Ernst & Young LLP, independent public accountants, as
independent auditors, to audit the books and records for each Fund for its
current fiscal year. Ernst & Young LLP has served each Fund in this capacity
since the Fund was organized and has no direct or indirect financial interest in
the Fund except as independent auditors. The selection of Ernst & Young LLP as
independent auditors of each Fund is being submitted to the shareholders for
ratification, which requires the affirmative vote of a majority of the shares of
each Fund present and entitled to vote on the matter. A representative of Ernst
& Young LLP is expected to be present at the Annual Meetings and will be
available to respond to any appropriate questions raised at the Annual Meetings
and to make a statement if he or she wishes.

EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS.

SECTION 16(A) BENEFICIAL INTEREST REPORTING COMPLIANCE

Section 30(f) of the Investment Company Act of 1940, as amended (the "1940
Act"'), and Section 16(a) of the Securities Exchange Act of 1934, as amended,
require each Fund's officers and Board Members, investment adviser, affiliated
persons of the investment adviser and persons who own more than ten percent of a
registered class of the Funds' equity securities to file forms reporting their
affiliation with that Fund and reports of ownership and changes in ownership of
that Fund's shares with the Securities and Exchange Commission (the "SEC") and
the New York Stock Exchange. These persons and entities are required by

11
<PAGE> 15

SEC regulation to furnish the Funds with copies of all Section 16(a) forms they
file. Based on a review of these forms furnished to each Fund, each Fund
believes that during its last fiscal year all Section 16(a) filing requirements
applicable to that Fund's officers and Board Members, investment adviser and
affiliated persons of the investment adviser were complied with.

INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER

The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as
investment adviser and manager for each Fund. The Adviser is a wholly-owned
subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen is
a subsidiary of The John Nuveen Company which in turn is approximately 78% owned
by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is located at 385
Washington Street, St. Paul, Minnesota 55102, and is principally engaged in
providing property-liability insurance through subsidiaries.

SHAREHOLDER PROPOSALS

To be considered for presentation at the Annual Meeting of Shareholders of any
of the Funds to be held in 1999, a shareholder proposal submitted pursuant to
Rule 14a-8 of the Securities Exchange Act of 1934 must be received at the
offices of the Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not later
than June 17, 1999. A shareholder wishing to provide notice in the manner
prescribed by Rule 14a-4(c)(1) to a Fund of a proposal submitted outside of the
process of Rule 14a-8 must submit such written notice to the Fund not later than
August 31, 1999.

EXPENSES OF PROXY SOLICITATION

The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement, and all other costs in connection with the
solicitation of proxies, will be paid by the Funds pro rata based on the number
of shareholder accounts. Additional solicitation may be made by letter,
telephone or telegraph by officers of each Fund, by officers or employees of
John Nuveen & Co. Incorporated or Nuveen Advisory Corp., or by dealers and their
representatives. The Funds have engaged D. F. King & Co., Inc. to assist in the
solicitation of proxies at an estimated cost (plus reasonable expenses) of
$2,500 per Fund.

FISCAL YEAR

The last fiscal year for each Fund except for the New York Funds was May 31,
1998 and for the New York Funds was September 30, 1998.

ANNUAL REPORT DELIVERY

Annual reports were sent to shareholders of record of each Fund following the
Fund's fiscal year end. Each Fund will furnish, without charge, a copy of its
annual report and/or semi-annual report upon request. Such written or oral
request should be directed to such Fund at 333 West Wacker Drive, Chicago,
Illinois 60606 or by calling 1-800-257-8787.

GENERAL

Management does not intend to present and does not have reason to believe that
any other items of business will be presented at any Fund's Annual Meeting.
However, if other matters are properly presented to the Annual Meeting for a
vote, the proxies will be voted by the

12
<PAGE> 16

persons acting under the proxies upon such matters in accordance with their
judgment of the best interests of the Fund.

A list of shareholders entitled to be present and to vote at each Fund's Annual
Meeting will be available at the offices of the Funds, 333 West Wacker Drive,
Chicago, Illinois, for inspection by any shareholder during regular business
hours for ten days prior to the date of that Annual Meeting.

Failure of a quorum to be present at any Annual Meeting will necessitate
adjournment and will subject that Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of any Annual Meeting to
permit further solicitation of proxies with respect to any of the proposals if
they determine that adjournment and further solicitation is reasonable and in
the best interests of the shareholders. Under each Fund's By-Laws, an
adjournment of a meeting requires the affirmative vote of a majority of the
shares present in person or represented by proxy at the meeting.

IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.

Gifford R. Zimmerman
Vice President and Secretary

13
<PAGE> 17

NTC1198
<PAGE> 18

Please fold and detach at perforation. Return the Proxy Ballot only.
PROXY PROXY

SHARES OF BENEFICIAL INTEREST
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 18, 1998

The undersigned hereby appoints Timothy R. Schwertfeger, Anthony T. Dean, Alan
G. Berkshire and Gifford R. Zimmerman, and each of them, with full power of
substitution, Proxies for the undersigned to represent and vote the shares of
the undersigned at the Annual Meeting of Shareholders of the Fund referenced on
the reverse side to be held on November 18, 1998, or any adjournment or
adjournments thereof as indicated on the reverse side.

BALLOT PROPOSALS:

1. Election of Trustees:
Nominees: Robert P. Bremner, Lawrence H. Brown, Anthony T. Dean,
Anne E. Impellizzeri, Peter R. Sawers, Judith M. Stockdale.

2. Ratification of the selection of Ernst & Young LLP as independent
auditors for the fiscal year ending May 31, 1999.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES ON
THE REVERSE SIDE. IF YOU DO NOT MARK ANY BOXES, YOUR PROXY WILL BE VOTED IN
ACCORDANCE WITH THE BOARD OF TRUSTEES' RECOMMENDATIONS. PLEASE SIGN, DATE AND
RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

VOTE, SIGN AND DATE ON REVERSE SIDE

<PAGE> 19

WHETHER OR NOT YOU PLAN TO JOIN US AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
VOTE THE PROXY BALLOT AND RETURN TO OUR PROXY TABULATOR IN THE ENCLOSED POST-AGE
PAID ENVELOPE.

THE SHARES TO WHICH THIS PROXY RELATES WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF TRUSTEES
AND FOR THE PROPOSAL SET FORTH ON THIS PROXY, AND IN THE DISCRETION OF THE
PROXIES IN ACCORDANCE WITH THEIR BEST JUDGMENT ON ANY OTHER BUSINESS THAT MAY
PROPERLY COME BEFORE THE MEETING.

Please fold and detach at perforation. Return the Proxy Ballot only.
<TABLE>
<CAPTION>
NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND
<S> <C> <C> <C>
1. Election of Trustees: (See Nominees on reverse side) FOR WITHHOLD
all nominees authority to
INSTRUCTIONS: (except as vote for all
To withhold authority to vote for one or more nominees, indicated at left) nominees
write the nominee's name(s) on the line below.
/ / / /
-----------------------------------------------
2. Ratification of Ernst & Young LLP. FOR AGAINST ABSTAIN

/ / / / / /

NOTE: Please sign exactly as your name
appears on this Proxy. If signing for
estates, trusts or corporations, title or
capacity should be stated. If shares are
held jointly, each holder should sign.

Date: _______________, 1998

-------------------------------------
Signature(s)
</TABLE>

<PAGE> 20

Please fold and detach at perforation. Return the Proxy Ballot only.
PROXY PROXY

MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED SHARES
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 18, 1998

BALLOT PROPOSALS:

1. Election of Trustees:
Nominees: Robert P. Bremner, Lawrence H. Brown, Anthony T. Dean,
Anne E. Impellizzeri, Peter R. Sawers, Judith M. Stockdale.
Nominees: by holders of Municipal Auction Rate Cumulative Preferred
only: William J. Schneider, Timothy R. Schwertfeger.

2. Ratification of the selection of Ernst & Young LLP as independent
auditors for the fiscal year ending May 31, 1999.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES ON
THE REVERSE SIDE. IF YOU DO NOT MARK ANY BOXES, YOUR PROXY WILL BE VOTED IN
ACCORDANCE WITH THE BOARD OF TRUSTEES RECOMMENDATIONS. PLEASE SIGN, DATE AND
RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

VOTE, SIGN AND DATE ON REVERSE SIDE

<PAGE> 21

WHETHER OR NOT YOU PLAN TO JOIN US AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
VOTE THE PROXY BALLOT AND RETURN TO OUR PROXY TABULATOR IN THE ENCLOSED POST-AGE
PAID ENVELOPE.

Please fold and detach at perforation. Return the Proxy Ballot only.
<TABLE>
<CAPTION>
NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND
Preferred Stock, Series TH
<S> <C> <C> <C>
1. Election of Trustees: (See Nominees on reverse side) FOR WITHHOLD
all nominees authority to
INSTRUCTIONS: (except as vote for all
To withhold authority to vote for one or more nominees, indicated at left) nominees
write the nominee's name(s) on the line below.
/ / / /
-----------------------------------------------
2. Ratification of Ernst & Young LLP. FOR AGAINST ABSTAIN

/ / / / / /

NOTE: Please sign exactly as your name
appears on this Proxy. If signing for
estates, trusts or corporations, title or
capacity should be stated. If shares are
held jointly, each holder should sign.

Date: _______________, 1998

-------------------------------------
Signature(s)

</TABLE>