Sub-Item 77Q1(a)
Nuveen Multistate Trust II, formerly known
as Nuveen Flagship Multistate Trust II,
333-14729, 811-07755
In compliance with the above-referenced Sub-Item,
attached is a copy of the Amended Establishment and
Designation of Series of Shares of Beneficial Interest,
dated June 9, 2000 and a Certificate of Amendment
to Declaration of Trust dated June 9, 2000, each
effective June 28, 2000, each considered to be an
Amendment to the Declaration of Trust.
CERTIFICATE OF AMENDMENT
TO
DECLARATION OF TRUST
The undersigned, a majority of the Trustees of Nuveen
Flagship Multistate Trust II, a Massachusetts business
trust, (the "Trust"), hereby certifies that in accordance
with Article XIII, Section 4 of the Declaration of Trust of
the Trust, the Board of Trustees of the Trust, by
unanimous vote duly adopted resolutions on November 4,
1999 amending the Declaration of Trust of the Trust
effective as of the 28th day of June, 2000, as follows:
Article I, Section 1 of the Declaration of Trust is
hereby amended to read in its entirety:
Section 1. Name. This Trust shall
be known as the "Nuveen Multistate Trust
II," and the Trustees shall conduct the business
of the Trust under that name or any other
name as they may from time to time determine.
NUVEEN MULTISTATE TRUST II
AMENDED ESTABLISHMENT AND DESIGNATION OF SERIES
OF SHARES OF BENEFICIAL INTEREST
WHEREAS, pursuant to Section 2 of
Article IV of the Declaration of Trust (the
"Declaration") dated July 1, 1996 of
Nuveen Flagship Multistate Trust II, the
"Trust"), as amended as of the date hereof
to change the name of the Trust to Nuveen
Multistate Trust II, a Massachusetts
business trust, the Trustees of the Trust,
on July 10, 1996, established and
designated certain series of Shares (as
defined in the Declaration) of the Trust by
the execution of an instrument
establishing and designating such series
and setting forth the special and relative
rights of such series (the "Designation");
WHEREAS, the instrument establishing
the series approved on July 10, 1996 was
not filed with the Commonwealth of
Massachusetts or the City of Boston;
WHEREAS, in October 1996, the Trustees
of the Trust amended and restated the
July 1996 Designation to establish and designate
additional series of Shares and to
redesignate certain of the series previously
designated and such Designation was filed
with the Commonwealth of Massachusetts
and the City of Boston;
WHEREAS, on April 25, 1998 the Board of
Trustees of the Trust approved the
reorganization of the Nuveen Flagship
New Jersey Intermediate Municipal Bond
Fund ("New Jersey Intermediate Fund"),
into the Nuveen Flagship New Jersey
Municipal Bond Fund, a separate series of
the Trust (the "Reorganization") and the
subsequent termination of the New Jersey
Intermediate Fund upon the approval of
the Reorganization by shareholders;
WHEREAS, on August 13, 1998
shareholders approved the Reorganization
of the New Jersey Intermediate Fund and
the related termination of the New Jersey
Intermediate Fund as a series of the Trust;
WHEREAS, on September 11, 1998, the
Reorganization was duly consummated;
WHEREAS, it is desirable to amend the
Designation to eliminate the New Jersey
Intermediate Fund terminated in
connection with the Reorganization; and
WHEREAS, the Trustees of the Trust
desire to further amend and restate such
Designation in order to change the name of
certain of the series previously designated.
NOW, THEREFORE, the Trustees of the
Trust, do hereby amend and restate the
Designation, effective as of the 28th day of
June, 2000 as follows:
1. The series designated as Nuveen
Flagship New Jersey Intermediate
Municipal Bond Fund is hereby
terminated.
2. The remaining series of Shares are hereby
redesignated as:
Nuveen California Intermediate Municipal Bond Fund
Nuveen California Municipal Bond Fund
Nuveen California Insured Municipal Bond Fund
Nuveen Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen Massachusetts Insured Municipal Bond Fund
Nuveen New Jersey Municipal Bond Fund
Nuveen New York Municipal Bond Fund
Nuveen New York Insured Municipal Bond Fund
Each of the above-referenced series of Shares
(each, a "Fund") shall have the special and
relative rights described below.
2. Each Fund shall be authorized to hold cash,
invest in securities, instruments and other
property and use investment techniques as
from time to time described in the Trust's
then currently effective registration statement
under the Securities Act of 1933 to the extent
pertaining to the offering of Shares of such
Fund. Each Share of each Fund shall be
redeemable, shall be entitled to one vote (or
fraction thereof in respect of a fractional share)
on matters on which Shareholders of that Fund
may vote in accordance with the Declaration,
shall represent a pro rata beneficial interest in
the assets allocated or belonging to such Fund,
and shall be entitled to receive its pro rata share
of the net assets of such Fund upon liquidation of
such Fund, all as provided in Article IV, Sections
2 and 5 of the Declaration. The proceeds of the
sale of Shares of each Fund, together with any
income and gain thereon, less any diminution or
expenses thereof, shall irrevocably belong to such
Fund, unless otherwise required by law.
3.Shareholders of each Fund shall vote either
separately as a class on any matter to the extent
required by, and any matter shall be deemed to
have been effectively acted upon with respect to
such Fund as provided in Rule 18f-2, as from
time to time in effect, under the Investment
Company Act of 1940, as amended, or any
successor rules, and by the Declaration.
4. The assets and liabilities of the Trust shall be
allocated among each Fund and any other series of Shares
that may be established from time to time as set forth
in Article IV, Section 5 of the Declaration.
5. The designation of each Fund hereby shall not impair
the power of the Trustees from time to
time to designate additional series of Shares of
the Trust.
6. Subject to the applicable provisions of the 1940
Act and the provisions of Article IV, Sections 2
and 5 of the Declaration, the Trustees shall have
the right at any time and from time to time to
reallocate assets and expenses or to change the
designation of each Fund now or hereafter created,
or to otherwise change the special relative rights of
each Fund designated hereby without any
action or consent of the Shareholders.
IN WITNESS WHEREOF, the undersigned,
being a majority of the Trustees of the Trust, have
executed this instrument as of this 9th day of June, 2000.
/s/ Robert P. Bremner
Robert P. Bremner,
as Trustee
333 West Wacker Drive
Chicago, Illinois 60606
/s/ Lawrence H. Brown
Lawrence H. Brown,
as Trustee
333 West Wacker Drive
Chicago, Illinois 60606
/s/ Anne E. Impellizzeri
Anne E. Impellizzeri
as Trustee
333 West Wacker Drive
Chicago, Illinois 60606
/s/ Peter R. Sawers
Peter R. Sawers,
as Trustee
333 West Wacker Drive
Chicago, Illinois 60606
/s/ William J. Schneider
William J. Schneider,
as Trustee
333 West Wacker Drive
Chicago, Illinois 60606
/s/ Timothy R. Schwertfeger
Timothy R. Schwertfeger
as Trustee
333 West Wacker Drive
Chicago, Illinois 60606
/s/ Judith M. Stockdale
Judith M. Stockdale,
as Trustee
333 West Wacker Drive
Chicago, Illinois 60606
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
Then personally appeared the above-named
persons who are known to me to be Trustees of the
Trust whose names and signatures are affixed to the
foregoing instrument and who acknowledged
the same to be their free act and deed, before me
this 9th day of June, 2000.
"OFFICIAL SEAL"
Virginia L. Corcoran
Notary Public, State of Illinois
My Commission Expires: 10/27/01
/s/Virginia L. Corcoran
Notary Public
