U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
NUVEEN FLAGSHIP MUNICIPAL TRUST
333 West Wacker Drive
Chicago, Illinois 60606
2. Name of each series or class of funds for which this
notice is filed:
Nuveen Municipal Bond Fund, Classes A, B, C & R
Nuveen Insured Municipal Bond Fund, Classes A, B, C & R
Nuveen Flagship All-American Municipal Bond Fund, Classes A, B, C & R
Nuveen Flagship Limited Term Municipal Bond Fund, Classes A, C & R
Nuveen Flagship Intermediate Municipal Bond Fund, Classes A, C & R
3. Investment Company Act File Number: 811-07873
Securities Act File Number: 333-14725
4. Last day of fiscal year for which this notice is filed: April 30, 1997
5. Check box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for
purposes of reporting securities sold after the close of
the fiscal year but before termination of the issuer's
24f-2 declaration;
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable: N/A
NUVEEN MUNICIPAL BOND FUND, Classes A, B, C & R
7. Number and amount of securities of the same class or
series which had been registered under the Securities Act
of 1933 other than pursuant to rule 24f-2 in a prior
fiscal year, but which remained unsold at the beginning of
the fiscal year:
$ 0.00
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
$ 0.00
9. Number and aggregate sale price of securities sold
during the fiscal year:
$ 51,937,922
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$ 51,937,922
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans; if applicable:
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10):
$ 51,937,922
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable):
N/A
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
$63,401,060
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable):
$
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 [line
(i), plus line (ii), less line (iii), plus (iv)] (if applicable):
$ 0.00
NUVEEN INSURED MUNICIPAL BOND FUND, Classes A, B, C & R
7. Number and amount of securities of the same class or
series which had been registered under the Securities Act
of 1933 other than pursuant to rule 24f-2 in a prior
fiscal year, but which remained unsold at the beginning of
the fiscal year:
$ 0.00
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
$ 0.00
9. Number and aggregate sale price of securities sold
during the fiscal year:
$ 12,342,758
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$ 12,342,758
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans; if applicable:
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10):
$ 12,342,758
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable):
N/A
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
$17,108,094
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable):
$
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 [line
(i), plus line (ii), less line (iii), plus (iv)] (if applicable):
$ 0.00
NUVEEN FLAGSHIP ALL-AMERICAN MUNICIPAL BOND FUND, Classes A, B, C & R
7. Number and amount of securities of the same class or
series which had been registered under the Securities Act
of 1933 other than pursuant to rule 24f-2 in a prior
fiscal year, but which remained unsold at the beginning of
the fiscal year:
$ 0.00
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
$ 0.00
9. Number and aggregate sale price of securities sold
during the fiscal year:
$ 51,876,831
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$ 51,876,831
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans; if applicable:
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10):
$ 51,876,831
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable):
N/A
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
$40,524,782
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable):
$
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 [line
(i), plus line (ii), less line (iii), plus (iv)] (if applicable):
$ 11,352,049
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation:
1/3300
(vii) Fee due [line (I) or line (v) multiplied by line
(vi)]:
$ 3,440.01
NUVEEN FLAGSHIP LIMITED TERM MUNICIPAL BOND FUND, Classes A, C & R
7. Number and amount of securities of the same class or
series which had been registered under the Securities Act
of 1933 other than pursuant to rule 24f-2 in a prior
fiscal year, but which remained unsold at the beginning of
the fiscal year:
$ 0.00
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
$ 0.00
9. Number and aggregate sale price of securities sold
during the fiscal year:
$ 67,622,281
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$ 67,622,281
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans; if applicable:
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10):
$ 67,622,281
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable):
N/A
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
$125,247,208
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable):
$
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 [line
(i), plus line (ii), less line (iii), plus (iv)] (if applicable):
$ 0.00
NUVEEN FLAGSHIP INTERMEDIATE MUNICIPAL BOND FUND, Classes A, C & R
7. Number and amount of securities of the same class or
series which had been registered under the Securities Act
of 1933 other than pursuant to rule 24f-2 in a prior
fiscal year, but which remained unsold at the beginning of
the fiscal year:
$ 0.00
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
$ 0.00
9. Number and aggregate sale price of securities sold
during the fiscal year:
$ 8,892,503
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$ 8,892,503
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans; if applicable:
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10):
$ 8,892,503
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable):
N/A
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
$13,864,964
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable):
$
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 [line
(i), plus line (ii), less line (iii), plus (iv)] (if applicable):
$ 0.00
13. Check box if fees are being remitted to the
Commission's lockbox depository as described in section
3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a). [ X ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: June 26, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By:
Gifford R. Zimmerman
Vice President and Assistant Secretary
Date: June 27, 1997
Exhibit: Opinion of Counsel
June 27, 1997
NUVEEN FLAGSHIP MUNICIPAL TRUST
333 West Wacker Drive
Chicago, Illinois 60606
RE: Rule 24f-2 Notice
Ladies and Gentlemen:
We have acted as special counsel to Nuveen Flagship Municipal Trust, a
Massachusetts business trust (the "Trust"), with respect to the Class A Shares,
Class B Shares, Class C Shares and Class R Shares of the Nuveen Municipal
Bond Fund, the Nuveen Insured Municipal Bond Fund and the Nuveen
Flagship All-American Municipal Bond Fund, and the Class A Shares, Class C
Shares and Class R Shares of the Nuveen Flagship Intermediate Municipal
Bond Fund and of the Nuveen Flagship Limited Term Municipal Bond Fund
(collectively, the "Nuveen Flagship Shares"); and the Class A and Class C
Shares of the Flagship All-American Tax Exempt Fund, the Flagship
Intermediate Tax Exempt Fund, and the Flagship Limited Term Tax Exempt
Fund (collectively, the "Flagship Shares", together with the Nuveen
Flagship Shares, the "Shares") of the Flagship Tax Exempt Funds Trust
(the "Flagship Trust"), in connection with the Trust's registration,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended (the "1940 Act"), of an indefinite number of its Shares of
Beneficial Interest, par value $.01 per share, under the Securities Act
of 1933, as amended (the "1933 Act"). We understand that, pursuant to
Rule 24f-2, the Trust proposes to file a notice for the above series
(the "Notice") with the Securities and Exchange Commission (the
"Commission") with respect to the fiscal year ended April 30, 1997,
in order to make definite in number the registration of Shares
in the aggregate amount of $192,672,295. This opinion is being delivered to
you in connection with the Trust's filing of such Notice.
In connection with this opinion, we have reviewed, among other things,
executed copies of the following documents:
(a) a certificate of the Secretary of State of the Commonwealth of
Massachusetts as to the existence of the Trust;
(b) copies, certified by the Secretary of State of the Commonwealth of
Massachusetts, of the Trust's Declaration of Trust and of all amendments
thereto on file in the office of the Secretary of State;
(c) a certificate executed by H. William Stabenow, the Treasurer of the Trust,
as to the issuance of the Nuveen Flagship Shares in accordance with the Trust's
Declaration of Trust and By-Laws, and as to the receipt by the Trust of the net
asset value of the Nuveen Flagship Shares covered by the Notice;
(d) a certificate executed by Karen L. Healy, an Assistant Secretary of the
Trust, certifying as to, and attaching copies of, the Trust's Declaration of
Trust and By-Laws, and certain resolutions of the Board of Trustees of the
Trust authorizing the issuance of the Nuveen Flagship Shares
covered by the Notice;
(e) a certificate of the Secretary of State of the
Commonwealth of Massachusetts as to the existence of the Flagship Trust;
(f) copies, certified by the Secretary of State of the Commonwealth of
Massachusetts, of the Flagship Trust's Declaration of Trust and of all
amendments thereto on file in the office of the Secretary of State;
(g) a certificate executed by Richard P. Davis, the President of the Flagship
Trust, as to the issuance of the Flagship Shares in accordance with the
Flagship Trust's Declaration of Trust and By-Laws, and as to the receipt by the
Flagship Trust of the net asset value of the Flagship Shares covered by the
Notice; and
(h) a certificate executed by Michael D. Kalbfleisch, Secretary of the Flagship
Trust, certifying as to, and attaching copies of, the Flagship Trust's
Declaration of Trust and By-Laws, and certain resolutions of the Board of
Trustees of the Flagship Trust authorizing the issuance of the Flagship Shares
covered by the Notice.
In our capacity as counsel to the Trust, we have examined the originals, or
certified, conformed or reproduced copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as the
basis for the opinion hereinafter expressed. In all such examinations, we
have assumed the legal capacity of all natural persons executing documents,
the genuineness of all signatures, the authenticity of all original or
certified copies, and the conformity to original or certified copies of all
copies submitted to us as conformed or reproduced copies. As to various
questions of fact relevant to such opinion, we have relied upon, and assume
the accuracy of, certificates and oral or written statements of public
officials and officers or representatives of the Trust and the Flagship Trust.
Based upon and subject to, the limitations set forth herein, we are of the
opinion that the Shares covered by the Notice, when issued, in the
aggregate amount of $192,672,295, were legally issued, fully paid, and
nonassessable except that, as set forth in the registration statements
relating to the Shares as currently in effect or as filed with the
Commission pursuant to the 1933 Act, holders of the Shares may, under
certain circumstances, be held personally liable for the obligations of
the Trust (or, in the case of the holders of the Flagship Shares prior to
February 1, 1997, the Flagship Trust).
The opinion expressed herein is limited to the laws of the Commonwealth of
Massachusetts.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
Thomas S. Harman
