EX-99.11 2 d623061dex9911.htm OPINION AND CONSENT OF COUNSEL

January 21, 2014

Vedder Price P.C.

222 North LaSalle Street

Chicago, Illinois 60601

Nuveen California AMT-Free Municipal Income Fund

333 West Wacker Drive

Chicago, IL 60606

| RE: | Nuveen California AMT-Free Municipal Income Fund

Ladies and Gentlemen:

We have acted as special Massachusetts counsel to Nuveen California AMT-Free Municipal Income Fund, a Massachusetts business trust (the “Acquiring Fund”), in connection with the pre-effective amendment to the Acquiring Fund’s Registration Statement on Form N-14 to be filed with the Securities and Exchange Commission (the “Commission”) on or about January 21, 2014 (the “Registration Statement”), with respect to the Acquiring Fund’s common shares of beneficial interest, $.01 par value per share (the “Common Shares”) and the Acquiring Fund’s MuniFund Term Preferred Shares, $.01 par value per share (the “MTP Shares,” and collectively with the Common Shares, the “Acquiring Fund Shares”) to be issued in exchange for the assets of Nuveen California Premium Income Municipal Fund, a Massachusetts business trust (the “Target Fund”), as described in the Registration Statement (the “Reorganization”). You have requested that we deliver this opinion to you in connection with the Acquiring Fund’s filing of the Registration Statement.

In connection with the furnishing of this opinion, we have examined the following documents:

(a) a certificate dated as of a recent date of the Secretary of the Commonwealth of Massachusetts as to the existence of the Acquiring Fund;

(b) a copy of the Acquiring Fund’s Amended and Restated Declaration of Trust effective as of May 7, 2012, as filed with the office of the Secretary of the Commonwealth of Massachusetts as May 4, 2012 (the “Declaration”);

(c) a draft of the Acquiring Fund’s Statement Establishing and Fixing the Rights and Preferences of MuniFund Term Preferred Shares and Appendix A thereto with respect to the Acquiring Fund’s MuniFund Term Preferred Shares, 2.00% Series 2015 (the “MTP Statement”);

(d) copies of the Acquiring Fund’s Statement Establishing and Fixing the Rights and Preferences of Variable Rate Preferred Shares (“VRDP”) with respect to its Series 2 VRDP Shares, with respect to its Series 3 VRDP Shares, with respect to its Series 4

Vedder Price P.C

Nuveen California AMT-Free Municipal Income Fund

January 21, 2014

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VRDP Shares and with respect to its Series 5 VRDP Shares, each effective as of May 7, 2012, and each as filed with the Secretary of the Commonwealth of Massachusetts on May 4, 2012; and the Supplement to the Statement Establishing and Fixing the Rights and Preferences of Variable Rate Preferred Shares with respect to its Series 4 VRDP Shares, as effective on January 24, 2013 and as filed with the Secretary of the Commonwealth of Massachusetts on January 23, 2013;

(e) a certificate of the Secretary of the Acquiring Fund, certifying as to, and attaching copies of, the Acquiring Fund’s Declaration, the MTP Statement, the Acquiring Fund’s By-Laws as currently in effect (the “By-Laws”), and the resolutions adopted by the Acquiring Fund’s Board of Trustees at a meeting held on October 13, 2013 (the “Resolutions”) and certain other matters;

(f) a printer’s proof of the Registration Statement received on January 17, 2014; and

(g) a copy of the Agreement and Plan of Reorganization by and between the Acquiring Fund and the Target Fund providing for (i) the acquisition by the Acquiring Fund of substantially all of the assets and substantially all of the liabilities of the Target Fund in exchange for the Acquiring Fund’s Common Shares and MTP Shares, (ii) the pro rata distribution of such shares to the holders of the shares of the Target Fund and (iii) the subsequent termination of the Target Fund, in the form included as Appendix A to the combined Proxy Statement/Prospectus included in the draft Registration Statement referred to in subparagraph (f) above (the “Agreement and Plan”).

In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, including conformed copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. We note that the resolutions of the Board of Trustees of the Acquiring Fund adopted on October 13, 2013, as attached to the certificate referenced in subparagraph (e) above and reviewed by us in connection with rendering this opinion, are in draft form, and we have assumed for the purposes of this opinion that the resolutions will be finalized and incorporated into minutes of such meeting and approved by the Acquiring Fund’s Trustees, prior to the issuance of the Acquiring Fund Shares, in substantially the form attached to such certificate. We have also assumed for the purposes of this opinion that (i) the Registration Statement, as filed with the Commission, will be in substantially the form of the draft referred to in subparagraph (f) above; (ii) the number of Common Shares and MTP Shares to be issued will not exceed the amount of such Shares needed to consummate the Reorganization; (iii) the MTP Statement will be finalized in substantially the form of the draft referred to in subparagraph (c) above and duly filed with the Commonwealth of

Vedder Price P.C

Nuveen California AMT-Free Municipal Income Fund

January 21, 2014

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Massachusetts and the City of Boston; (iv) the Agreement and Plan will have been duly completed, executed and delivered by the parties thereto in substantially the form of the copy referred to in subparagraph (g) above; (v) the Agreement and Plan will have been approved by the requisite vote of the shareholders of the Acquiring Fund and the Target Funds as is set forth in the Registration Statement; (vi) any other consents or approvals required for the Reorganization will have been received; (vii) the Declaration, the Resolutions, the MTP Statement and the Agreement and Plan will not have been amended, modified or withdrawn and will be in full force and effect on the date of issuance of such Acquiring Fund Shares and (viii) there will not have been any changes in applicable law or any other facts or circumstances relating to the Reorganization as of the date of the issuance of such Acquiring Fund Shares.

This opinion is based entirely on our review of the documents listed above and such investigation of law as we have deemed necessary or appropriate. We have made no other review or investigation of any kind whatsoever, and we have assumed, without independent inquiry, the accuracy of the information set forth in such documents.

This opinion is limited solely to the internal substantive laws of the Commonwealth of Massachusetts as applied by courts located in such Commonwealth, except that we express no opinion as to any Massachusetts securities law. No opinion is given herein as to the choice of law which any tribunal may apply. In addition, to the extent that the Acquiring Fund’s Declaration, MTP Statement or By-Laws refer to, incorporate or require compliance with the Investment Company Act of 1940, as amended (the “Act”), or any other law or regulation applicable to the Acquiring Fund, except for the internal substantive laws of the Commonwealth of Massachusetts, as aforesaid, we have assumed compliance by the Acquiring Fund with such Act and such other laws and regulations.

We understand that all of the foregoing assumptions and limitations are acceptable to you.

Based upon and subject to the foregoing, please be advised that it is our opinion that the Acquiring Fund Shares, when issued and sold in accordance with the Acquiring Fund’s Declaration and the Resolutions and for the consideration described in the Agreement and Plan, will be validly issued, fully paid and nonassessable, except that shareholders of the Acquiring Fund may under certain circumstances be held personally liable for its obligations.

We hereby consent to the filing of this opinion as an exhibit to 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 rendering this opinion and giving this consent, we do not admit that

Vedder Price P.C

Nuveen California AMT-Free Municipal Income Fund

January 21, 2014

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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 thereunder.

Very truly yours,
/s/ Bingham McCutchen LLP
BINGHAM McCUTCHEN LLP