EX-99.E.2 4 dex99e2.txt RENEWEL OF DISTRIBUTION AGREEMENT Renewal of Distribution Agreement Agreement made this 28th day of July, 2005 by and between Nuveen Multistate Trust II (formerly Nuveen Flagship Multistate Trust II), a Massachusetts business trust (the "Fund"), and Nuveen Investments, LLC a Delaware corporation (the "Underwriter"); WHEREAS, the parties hereto are the contracting parties under that certain Distribution Agreement (the "Agreement") pursuant to which the Underwriter acts as agent for the distribution of shares of the Fund; and WHEREAS, the Agreement terminates August 7, 2005 unless continued in the manner required by the Investment Company Act of 1940; WHEREAS, the Board of Trustees of the Fund, at a meeting called for the purpose of reviewing the Agreement has approved the Agreement and its continuance until August 7, 2006 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 7, 2006 and ratify and confirm the Agreement in all respects. NUVEEN MULTISTATE TRUST II By: /s/ Jessica R. Droeger ----------------------------- Vice President ATTEST: /s/ Virginia L. O'Neal ------------------------- Assistant Secretary NUVEEN INVESTMENTS, LLC By: /s/ Larry Martin ----------------------------- Vice President ATTEST: /s/ Stuart Cohen ------------------------- Assistant Secretary