0001193125-14-264489 Sample Contracts

VOTING TRUST AGREEMENT
Voting Trust Agreement • July 10th, 2014 • Wells Fargo & Company/Mn • National commercial banks • New York

THIS VOTING TRUST AGREEMENT (this “Agreement”) is made and entered into effective for all purposes and in all respects as of July 1, 2014 by and among Lord Securities Corporation, as trustee (the “Trustee” or any successor thereto), Wells Fargo Municipal Capital Strategies, LLC, a wholly owned subsidiary of Wells Fargo Bank, National Association, organized and existing under the laws of Delaware, including its successors and assigns by operation of law (“Wells” or the “Purchaser”) and Institutional Shareholder Services Inc. (the “Voting Consultant” or any successor thereto).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 10th, 2014 • Wells Fargo & Company/Mn • National commercial banks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), executed as of July 1, 2014, is made between (i) Nuveen Massachusetts Premium Income Municipal Fund, a closed-end fund organized as a Massachusetts business trust (the “Fund”), and (ii) Wells Fargo Municipal Capital Strategies, LLC, a wholly-owned subsidiary of Wells Fargo Bank, National Association, organized and existing under the laws of Delaware, including its successors by merger or operation of law (the “Shareholder”).

VMTP Purchase Agreement Nuveen Massachusetts Premium Income Municipal Fund and Wells Fargo Municipal Capital Strategies, LLC July 1, 2014
VMTP Purchase Agreement • July 10th, 2014 • Wells Fargo & Company/Mn • National commercial banks • New York

VMTP PURCHASE AGREEMENT dated as of July 1, 2014 (the “Agreement”) between NUVEEN MASSACHUSETTS PREMIUM INCOME MUNICIPAL FUND, a closed-end fund organized as a Massachusetts business trust (the “Fund”) and WELLS FARGO MUNICIPAL CAPITAL STRATEGIES, LLC, a wholly-owned subsidiary of Wells Fargo Bank, National Association, organized and existing under the laws of Delaware, including its successors by merger or operation of law (“Wells Fargo”).

JOINT FILING AGREEMENT
Joint Filing Agreement • July 10th, 2014 • Wells Fargo & Company/Mn • National commercial banks

This Statement is filed by Wells Fargo & Company on its own behalf and on behalf of Wells Fargo Municipal Capital Strategies, LLC. Aggregate beneficial ownership reported by Wells Fargo & Company under Item 11 on page 2 is on a consolidated basis and includes any beneficial ownership separately reported herein by Wells Fargo Municipal Capital Strategies, LLC.

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