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CERTIFICATE OF AMENDMENT
TO
DECLARATION OF TRUST
The undersigned, a majority of the Trustees of Nuveen Flagship Municipal Trust,
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 August, 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 Municipal
Trust," 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.
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IN WITNESS WHEREOF, the undersigned, being a majority of the Trustees of
the Trust, have executed this instrument as of this 9th day of August, 2000.
/s/ Robert P. Bremner /s/ Lawrence H. Brown
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Robert P. Bremner, Lawrence H. Brown,
as Trustee as Trustee
333 West Wacker Drive 333 West Wacker Drive
Chicago, Illinois 60606 Chicago, Illinois 60606
/s/ Anne E. Impellizzeri /s/ Peter R. Sawers
------------------------ -------------------
Anne E. Impellizzeri, Peter R. Sawers,
as Trustee as Trustee
333 West Wacker Drive 333 West Wacker Drive
Chicago, Illinois 60606 Chicago, Illinois 60606
/s/ William J. Schneider /s/ Timothy R. Schwertfeger
------------------------ ---------------------------
William J. Schneider, Timothy R. Schwertfeger
as Trustee as Trustee
333 West Wacker Drive 333 West Wacker Drive
Chicago, Illinois 60606 Chicago, Illinois 60606
/s/ Judith M. Stockdale
-----------------------
Judith M. Stockdale,
as Trustee
333 West Wacker Drive
Chicago, Illinois 60606
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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
Amended and Restated Designation of Series and who acknowledged the same to be
their free act and deed, before me this 9th of August, 2000.
"OFFICIAL SEAL"
Virginia L. Corcoran /s/ Virginia L. Corcoran
Notary Public, State of Illinois ------------------------
My Commission Expires: 10/27/01 Notary Public
