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NUVEEN FLAGSHIP MULTISTATE TRUST III
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 III,
the "Trust"), as amended effective as of September 28, 2000 to change the name
of the Trust to Nuveen Multistate Trust III, 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 Alabama Municipal Bond Fund and Nuveen
Flagship South Carolina Municipal Bond Fund, each a series of the Trust (the
"Acquired Funds"), into the Nuveen Flagship All-American Municipal Bond Fund, a
series of Nuveen Flagship Municipal Trust (the "Reorganizations") and the
subsequent termination of the Acquired Funds upon the approval of the
Reorganizations by shareholders;
WHEREAS, on August 13, 1998, shareholders approved the Reorganizations of
each of the Acquired Funds and the related termination of the Acquired Funds as
series of the Trust;
WHEREAS, on September 11, 1998, the Reorganizations were duly consummated;
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WHEREAS, it is desirable to amend the Designation to eliminate the Acquired
Funds terminated in connection with the Reorganizations; and
WHEREAS, the Trustees of the Trust desire to further amend and restate such
Designation in order to change the name of each other series previously
designated.
NOW, THEREFORE, the Trustees of the Trust, effective as of the 28th day of
September, 2000, hereby amend and restate the Designation as follows:
1. The series designated as Nuveen Flagship Alabama Municipal Bond Fund
and Nuveen Flagship South Carolina Municipal Bond Fund are hereby terminated.
2. The remaining series of Shares are hereby redesignated as:
Nuveen Georgia Municipal Bond Fund
Nuveen Louisiana Municipal Bond Fund
Nuveen North Carolina Municipal Bond Fund
Nuveen Tennessee Municipal Bond Fund
Each of the above-referenced series of Shares (each, a "Fund") shall have the
special and relative rights described below.
3. 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.
4. 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
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Company Act of 1940, as amended, or any successor rules, and by the Declaration.
5. 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.
6. 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.
7. 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.
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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 15th day of September,
2000.
/s/ Robert P. Bremner /s/ Lawrence H. Brown
------------------------- -------------------------
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
instrument and who acknowledged the same to be their free act and deed, before
me this 15th day of September, 2000.
"OFFICIAL SEAL"
Virginia L. Corcoran /s/Virginia L. Corcoran
Notary Public, State of Illinois -----------------------
My Commission Expires: 10/27/01 Notary Public
