<PAGE>
NUVEEN FLAGSHIP MULTISTATE TRUST II
-----------------------------------
RENEWAL OF INVESTMENT MANAGEMENT AGREEMENT
------------------------------------------
This Agreement made this 1st day of June, 2000 by and between Nuveen Flagship
Multistate Trust II, a Massachusetts business trust (the "Fund"), and Nuveen
Advisory Corp., a Delaware corporation (the "Adviser");
WHEREAS, the parties hereto are the contracting parties under that certain
Investment Management Agreement (the "Agreement") pursuant to which the Adviser
furnishes investment management and other services to the Fund; and
WHEREAS, the Agreement terminates August 1, 2000 unless continued in the manner
required by the Investment Company Act of 1940; and
WHEREAS, the Board of Trustees, at a meeting called for the purpose of reviewing
the Agreement, have approved the Agreement and its continuance until August 1,
2001 in the manner required by the Investment Company Act of 1940.
NOW THEREFORE, in consideration of the mutual covenants contained in the
Agreement the parties hereto do hereby continue the Agreement in effect until
August 1, 2001 and ratify and confirm the Agreement in all respects.
NUVEEN FLAGSHIP MULTISTATE TRUST II
By: /s/ Gifford R. Zimmerman
-----------------------------------
Vice President
ATTEST:
/s/ Virginia L. O'Neal
- - ------------------------------------
Assistant Secretary
NUVEEN ADVISORY CORP.
By: /s/ Thomas C. Spalding
-----------------------------------
Vice President
ATTEST:
/s/ Larry Martin
- - ------------------------------------
Assistant Secretary
