NUVEEN MASSACHUSETTS PREMIUM INCOME
MUNICIPAL FUND (the "Fund")
Sub-Item 77E-Legal Proceedings and
Sub-Item 85B-Errors and Omissions Policy Claims
A lawsuit brought in June, 1996 (Green et al v. Nuveen
Advisory Corp. et al) by certain individual common
shareholders of six leveraged closed-end funds (including
the above-referenced Funds) sponsored by Nuveen is
currently pending in federal district court in Chicago. The
plaintiffs allege that the leveraged closed-end funds engaged
in certain practices that violated various provisions of the
1940 Act and common law. The plaintiffs also alleged,
among other things, breaches of fiduciary duty by the funds'
directors and Nuveen Advisory and various
misrepresentations and omission in prospectuses and
shareholder reports relating to the use of leverage through
the issuance and periodic auctioning of preferred stock and
the basis of the calculation and payment of management and
brokerage fees to Nuveen Advisory and Nuveen. Plaintiffs
also filed a motion to certify defendant and plaintiff classes.
The defendants are vigorously defending the case and filed
motions to dismiss the entire lawsuit asserting that the
claims are without merit and to oppose certification of any
classes. By opinion dated March 30, 1999, the court
granted most of the defendants' motion to dismiss and
denied plaintiffs' motion to certify defendant and plaintiff
classes. The court dismissed all claims against the funds,
the funds' directors and Nuveen. The court dismissed these
can re-file the claims if they can correct the defect that led
to the claim being dismissed) on the ground that the claims
should have been brought as derivative claims on behalf of
the funds. The only remaining claim is brought under
Section 36(b) of the 1940 Act against Nuveen Advisory, and
relates solely to advisory fees Nuveen Advisory received
from the six relevant funds. The parties are currently
engaged in discovery relating to the one remaining claim.
