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:
FLAGSHIP ADMIRAL FUNDS INC.
333 West Wacker Drive
Chicago, Illinois 60606
2. Name of each series or class of funds for which this
notice is filed:
Flagship Intermediate U.S. Government Fund, Classes A & C
Flagship Limited Term U.S. Government Fund, Classes A & C
The Golden Rainbow A James Advised Mutual Fund
Flagship Utility Income Fund, Classes A & C
3. Investment Company Act File Number: 811-3770
Securities Act File Number: 2-844705
4. Last day of fiscal year for which this notice is filed: June 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
FLAGSHIP INTERMEDIATE U.S. GOVERNMENT FUND, Classes A & C
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:
$173,794
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$173,794
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):
$173,794
(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):
$4,890,961
(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 (iv)] (if applicable):
$ 0.00
FLAGSHIP LIMITED TERM U.S. GOVERNMENT FUND, Classes A & C
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:
$ 261,994
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$ 261,994
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):
$ 261,994
(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):
$5,460,838
(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 (iv)] (if applicable):
$ 0.00
(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)]:
$ 0.00
THE GOLDEN RAINBOW A JAMES ADVISED MUTUAL FUND
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:
$ 15,036,843
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$ 15,036,843
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):
$ 15,036,843
(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):
$58,135,678
(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 (iv)] (if applicable):
$ 0.00
FLAGSHIP UTILITY INCOME FUND, Classes A & C
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:
$ 2,893,966
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$ 2,893,966
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):
$ 2,893,966
(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):
$9,484,267
(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 (iv)] (if applicable):
$ 0.00
(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)]:
$ 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). [ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
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: August 27, 1997
Exhibit: Opinion of Counsel
August 27, 1997
202-639-7065
Flagship Admiral Funds Inc.
333 West Wacker Drive
Chicago, Illinois 60606
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
We have acted as special counsel to Flagship Admiral Funds Inc., a
Maryland corporation (the "Corporation"), with respect to the Class A Shares
and Class C Shares, where applicable (collectively, the "Shares"), of the
Flagship Utility Income Fund Portfolio Stock, the Golden Rainbow - A James
Advised Mutual Fund Portfolio Stock, the Flagship Limited Term U.S.
Government Fund, and the Flagship Intermediate U.S. Government Fund
(collectively, the "Series"), in connection with the Corporation'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, par value
$.001 per share, under the Securities Act of 1933, as amended (the "1933
Act"). We understand that, pursuant to Rule 24f-2, the Corporation 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
June 30, 1997, in order to make definite in number the registration of the
Shares in the aggregate amount of $18,366,597. This opinion is being
delivered to you in connection with the Corporation'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 State of Maryland as
to the existence of the Corporation;
(b) copies, certified by the Secretary of State of the State of
Maryland, of the Corporation's Articles of Incorporation, including all
amendments and other supplements thereto on file in the office of the
Secretary of State (the "Corporation Charter");
(c) a certificate executed by Richard P. Davis, who served as the
acting President of the Corporation throughout the period from July 1,
1996 to the close of business on January 30, 1997, certifying as to the
issuance of the Shares in accordance with the Corporation Charter and
By-Laws, as amended (the "Corporation By-Laws"), during that period,
and as to the receipt by the Corporation of the net asset value of the
Shares covered by the Notice during that period;
(d) a certificate executed by Michael D. Kalbfleisch, who served as
the Secretary of the Corporation throughout the period from July 1,
1996 to the close of business on January 30, 1997, certifying as to, and
attaching copies of, the Corporation Charter, Corporation By-Laws, and
certain resolutions of the Board of the Corporation authorizing the
issuance of the Shares covered by the Notice during that period;
(e) a certificate executed by H. William Stabenow, the Treasurer of
the Corporation since January 31, 1997, certifying as to the issuance of
the Shares in accordance with the Corporation Charter and By-Laws (the
"Corporation By-Laws"), from January 31, 1997 to June 30, 1997, and
as to the receipt by the Corporation of the net asset value of the Shares
covered by the Notice during that period; and
(f) a certificate executed by Karen L. Healy, an Assistant Secretary
of the Corporation since January 31, 1997, certifying as to, and
attaching copies of, the Corporation Charter; and certifying as to the
Corporation By-Laws and certain resolutions of the Board in effect as of
the close of business on January 30, 1997, that those Corporation By-
Laws and certain resolutions were not amended, altered, or repealed,
and remained in full force and effect during the period from January 31,
1997 to June 30, 1997.
In our capacity as counsel to the Corporation, 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 Corporation.
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 $18,366,597, were legally issued, fully paid, and nonassessable.
The opinion expressed herein is limited to the laws of the State of
Maryland.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By:
Thomas S. Harman
