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 MULTISTATE TRUST III
333 West Wacker Drive
Chicago, Illinois 60606
2. Name of each series or class of funds for which this
notice is filed:
Nuveen Flagship Alabama Municipal Bond Fund, Classes A, B, C & R
Nuveen Flagship Georgia Municipal Bond Fund, Classes A, B, C & R
Nuveen Flagship Louisiana Municipal Bond Fund, Classes A, B, C & R
Nuveen Flagship North Carolina Municipal Bond Fund, Classes A, B, C & R
Nuveen Flagship South Carolina Municipal Bond Fund, Classes A, B, C & R
Nuveen Flagship Tennessee Municipal Bond Fund, Classes A, B, C & R
3. Investment Company Act File Number: 811-07943
Securities Act File Number: 333-16611
4. Last day of fiscal year for which this notice is filed: May 31, 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 FLAGSHIP ALABAMA 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:
$2,538,004
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$2,538,004
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):
$2,538,004
(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):
$691,292
(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):
$ 1,846,712
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation:
1/3300
(vii) Fee due:
$559.61
NUVEEN FLAGSHIP GEORGIA 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:
$21,294,017
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$21,294,017
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):
$21,294,017
(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):
$19,327,898
(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):
$ 1,966,119
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation:
1/3300
(vii) Fee due:
$595.79
NUVEEN FLAGSHIP LOUISIANA 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:
$14,699,905
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$14,699,905
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):
$14,699,905
(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):
$10,629,223
(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):
$4,070,682
(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)]:
$1,233.54
NUVEEN FLAGSHIP NORTH CAROLINA 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:
$18,717,469
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$18,717,469
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):
$18,717,469
(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):
$25,396,297
(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 SOUTH CAROLINA 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:
$2,757,101
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$2,757,101
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):
$2,757,101
(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):
$3,340,985
(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 TENNESSEE 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:
$35,106,160
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$35,106,160
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):
$35,106,160
(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):
$33,754,624
(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):
$ 1,351,536
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation:
1/3300
(vii) Fee due:
$409.56
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: July 30, 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: July 30, 1997
Exhibit: Opinion of Counsel
July 30, 1997
NUVEEN FLAGSHIP MULTISTATE TRUST III
333 West Wacker Drive
Chicago, Illinois 60606
RE: Rule 24f-2 Notice
Ladies and Gentlemen:
We have acted as special counsel to Nuveen Flagship Multistate Trust III, 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 Flagship
Alabama Municipal Bond Fund, the Nuveen Flagship Georgia Municipal Bond
Fund, the Nuveen Flagship Louisiana Municipal Bond Fund, the Nuveen Flagship
North Carolina Municipal Bond Fund, the Nuveen Flagship South Carolina
Municipal Bond Fund and the Nuveen Flagship Tennessee Municipal Bond Fund
(collectively, the "Nuveen Flagship Shares"); and the Class A Shares and
Class C Shares (where applicable) of the Flagship Alabama Double Tax Exempt
Fund; the Flagship Georgia Double Tax Exempt Fund; the Flagship Louisiana
Double Tax Exempt Fund; the Flagship North Carolina Double Tax Exempt Fund; the
Flagship South Carolina Double Tax Exempt Fund; and the Flagship Tennessee
Double Tax Exempt Fund (collectively, the "Flagship Shares" and 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 May 31, 1997, in order to make
definite in number the registration of Shares in the aggregate amount of
$95,112,656.00. 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, including all amendments
and other supplements thereto on file in the office of the Secretary of
State (the "Trust Charter");
(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
Charter and By-Laws, (the "Trust 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 Charter and the
Trust 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, including all
amendments and other supplements thereto on file in the office of the
Secretary of State (the "Flagship Trust Charter");
(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 Charter and By-Laws, as amended (the "Flagship Trust 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
Charter, Flagship Trust 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 $95,112,656.00, 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
