ANNUAL NOTICE OF SECURITIES SOLD PURSUANT TO RULE 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Flagship Admiral Funds Inc.
One Dayton Centre
One South Main Street
Dayton, Ohio 45402
2. Name of each series or class of funds for which this notice is
filed:
Flagship Utility Income Fund
The Golden Rainbow A. James Advised Mutual Fund
Flagship Short Term U.S. Government Fund
Flagship Limited Term U.S. Government Fund
Flagship Intermediate U.S. Government Fund
3. Investment Company Act File Number: 811-3770
Securities Act File Number: 2-84470
4. Last day of fiscal year for which this notice is filed: June 30,
1996
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 (see Instruction A.6):
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:
None
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the
fiscal year:
3,822,371; $57,700,921
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
3,822,371; $57,700,921
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
Reinvested shares included in Item #9.
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):
$ 57,700,921
(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):
- 56,035,646
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable):
+ N/A
(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
line (iv)] (if applicable):
1,665,275
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6):
x 0.000345
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
$574.23
=============
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (II), (III), (IV) AND
(V) ONLY IF THE FORM IS BEING FILED WITHIN 60 DAYS
AFTER THE CLOSE OF THE ISSUER'S FISCAL YEAR. SEE
INSTRUCTION C.3.
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 202.3
(X)
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: 8/28/96
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 (Signature and Title)* /s/ Richard P. Davis
____________________________________________
Richard P. Davis President
Date 8/26/96
By (Signature and Title)* /s/ Michael D. Kalbfleisch
____________________________________________
Michael D. Kalbfleisch Secretary
Date 8/26/96
* Please print the name and title of the signing officer below the signature.
August 29, 1996
Flagship Admiral Funds Inc.
One Dayton Centre
One South Main Street
Dayton, Ohio 45402
Ladies and Gentlemen:
We have acted as special Maryland counsel to Flagship
Admiral Funds Inc., a Maryland corporation (the "Company"), in
connection with the filing by the Company of a Rule 24f-2 Notice,
as such term is defined in the Investment Company Act of 1940, as
amended, dated of even date with this letter. We have prepared
this opinion letter as attorneys admitted to practice law in the
State of Maryland, and we express no opinion regarding the laws
of any jurisdiction other than the State of Maryland.
In our capacity as special Maryland counsel to the Company
and for the purpose of rendering the opinions expressed herein,
we have examined originals or copies of the following documents:
1. The Charter of the Company as on file with the Maryland
State Department of Assessments and Taxation ("SDAT") as of
August 27, 1996;
2. A Certificate of Corporate Secretary dated as of August
22, 1996 and the exhibits thereto, which exhibits include, among
other things, the By-Laws of the Company and copies of certain
resolutions adopted by the Board of Directors of the Company;
3. A Certificate of President dated as of August 22, 1996
certifying, among other things, that the Company issued certain
shares of its capital stock during the period beginning July 1,
1995 and ended June 30, 1996 against payment therefor in
accordance with the Charter and By-Laws of the Company and
certain resolutions of the Board of Directors of the Company
authorizing their issuance; and
4. A Certificate of Good Standing for the Company from the
SDAT, dated August 26, 1996.
In rendering the opinions expressed in this letter, we have
assumed that all of the documents submitted to us as originals
are authentic, all of the documents submitted as certified or
photostatic copies conform to the original documents, all of the
signatures on all of the documents submitted to us for
examination are genuine, all natural persons who executed any of
the documents or certificates that we have reviewed or relied
upon had legal capacity at the time of such execution, and all
public records reviewed by us are accurate and complete.
Moreover, in rendering the opinions expressed within this letter,
we relied as to certain factual matters upon the Certificate of
Corporate Secretary and the Certificate of President and made no
independent investigation or inquiry regarding the matters set
forth therein.
Based upon the foregoing, and subject to the foregoing
assumptions, it is our opinion that the 610,551 shares of the
capital stock of the Company, designated as "Flagship Utility
Income Fund Portfolio Stock," including the subclasses thereof,
par value $.001 per share, the 2,403,209 shares of the capital
stock of the Company, designated as "The Golden Rainbow - A James
Advised Mutual Fund Portfolio Stock," par value $.001 per share,
the 489,994 shares of the capital stock of the Company,
designated as "Flagship Limited Term U.S. Government Fund
Portfolio Stock," including the subclasses thereof, par value
$.001 per share, and the 318,617 shares of the capital stock of
the Company, designated as "Flagship Intermediate U.S. Government
Fund Portfolio Stock," including the subclasses thereof, par
value $.001 per share, which are being reported by the Company on
the accompanying Rule 24f-2 Notice as having been issued by the
Company during the period of July 1, 1995 through June 30, 1996
were legally issued, and are fully paid and non-assessable.
The opinions expressed in this letter are based on the laws
of the State of Maryland in effect on the date hereof. The
opinions expressed herein are limited to the matters set forth in
this letter, and no other opinion should be inferred beyond the
matters expressly stated. This letter and the opinions expressed
herein are being furnished by us to you solely for your benefit
and may not be relied upon or otherwise referred to by any other
person or for any other purpose without our prior written
consent. Notwithstanding the foregoing, we hereby consent to the
filing of this opinion with the Securities and Exchange
Commission in connection with the filing of the Company's Rule
24f-2 Notice pursuant to the Investment Company Act of 1940.
Very truly yours,
MILES & STOCKBRIDGE
a Professional Corporation
By: /s/ Julien A. Hechet
________________________________
/s/ Julien A. Hechet Principal
