RULE 24f-2 NOTICE
for
FLAGSHIP TAX EXEMPT FUNDS TRUST
and the Sub-Trusts thereof:
Flagship Alabama Double Tax Exempt Fund
Flagship All-American Tax Exempt Fund
Flagship Arizona Double Tax Exempt Fund
Flagship Arkansas Double Tax Exempt Fund
Flagship California Double Tax Exempt Fund
Flagship Colorado Double Tax Exempt Fund
Flagship Connecticut Double Tax Exempt Fund
Flagship Florida Double Tax Exempt Fund
Flagship Florida Intermediate Tax Exempt Fund
Flagship Florida Limited Term Tax Exempt Fund
Flagship Georgia Double Tax Exempt Fund
Flagship Indiana Double Tax Exempt Fund
Flagship Insured Intermediate Tax Exempt Fund
Flagship Insured Limited Term Tax Exempt Fund
Flagship Insured Tax Exempt Fund
Flagship Intermediate Tax Exempt Fund
Flagship Iowa Tax Exempt Fund
Flagship Kansas Triple Tax Exempt Fund
Flagship Kentucky Triple Tax Exempt Fund
Flagship Kentucky Limited Term Municipal Bond Fund
Flagship Limited Term Tax Exempt Fund
Flagship Louisiana Double Tax Exempt Fund
Flagship Maryland Double Tax Exempt Fund
Flagship Michigan Triple Tax Exempt Fund
Flagship Michigan Intermediate Tax Exempt Fund
Flagship Michigan Limited Term Tax Exempt Fund
Flagship Minnesota Double Tax Exempt Fund
Flagship Missouri Double Tax Exempt Fund
Flagship Nebraska Double Tax Exempt Fund
Flagship New Jersey Double Tax Exempt Fund
Flagship New Jersey Intermediate Tax Exempt Fund
Flagship New Jersey Limited Term Tax Exempt Fund
Flagship New Mexico Double Tax Exempt Fund
Flagship New York Tax Exempt Fund
Flagship New York Intermediate Tax Exempt Fund
Flagship New York Limited Term Tax Exempt Fund
Flagship North Carolina Triple Tax Exempt Fund
Flagship Ohio Double Tax Exempt Fund
Flagship Ohio Intermediate Tax Exempt Fund
Flagship Ohio Limited Term Tax Exempt Fund
Flagship Oklahoma Tax Exempt Fund
Flagship Oregon Double Tax Exempt Fund
* Flagship Pennsylvania Triple Tax Exempt Fund
Flagship Rhode Island Double Tax Exempt Fund
Flagship Short Term Tax Exempt Fund
Flagship South Carolina Double Tax Exempt Fund
Flagship Tennessee Double Tax Exempt Fund
Flagship Texas Tax Exempt Fund
Flagship Texas Intermediate Tax Exempt Fund
Flagship Texas Limited Term Tax Exempt Fund
Flagship U.S. Territories Tax Exempt Fund
Flagship Utah Double Tax Exempt Fund
Flagship Virginia Double Tax Exempt Fund
Flagship Washington Double Tax Exempt Fund
Flagship Wisconsin Double Tax Exempt Fund
* Name changed from Flagship Massachusetts Double Tax Exempt Fund
effective February 1, 1995.
<PAGE>
File No. 2-96544
1. Fiscal year for which notice is filed: fiscal year ended
May 31, 1995.
2. The number or amount of securities of the same class or
series, if any, which has been registered under the Securities
Act of 1933 other than pursuant to this section but which
remained unsold at the beginning of such fiscal year: None.
3. The number or amount of securities, if any, registered during
such fiscal year other than pursuant to this section: None.
4. The number or amount of securities sold during such fiscal
year: 74,035,334 (See attached Appendix A).
5. The number or amount of securities sold during such fiscal
year in reliance upon registration pursuant to this section:
74,035,334.
/s/ Richard P. Davis
Richard P. Davis
President
Flagship Tax Exempt Funds Trust
<PAGE>
Appendix A
to
Rule 24f-2 Notice
Calculation of filing fee:
Less
Aggregate Aggregate Reg.
Sales Redemption Fee Registration
Price1 Price2 Remainder Rate Fee
Alabama 1,622,838 157,054 1,465,784 /2900 505.44
All-American 84,940,180 58,692,724 26,247,456 /2900 9,050.85
Arizona 11,686,034 16,243,843 (4,557,809) /2900 n/a
Arkansas -0- -0- -0- /2900 -0-
California -0- -0- -0- /2900 -0-
Colorado 5,161,639 7,052,217 (1,890,578) /2900 n/a
Connecticut 24,999,483 27,068,572 (2,069,089) /2900 n/a
Florida 53,037,346 90,012,143 (36,974,797) /2900 n/a
Florida Int. 5,024,103 1,673,701 3,350,402 /2900 1,155.31
Florida Ltd. -0- -0- -0- /2900 -0-
Georgia 19,219,904 28,264,876 (9,044,972) /2900 n/a
Indiana -0- -0- -0- /2900 -0-
Insured Int. -0- -0- -0- /2900 -0-
Insured Ltd. -0- -0- -0- /2900 -0-
Insured -0- -0- -0- /2900 -0-
Intermediate 19,163,811 13,679,012 5,484,799 /2900 1,891.31
Iowa -0- -0- -0- /2900 -0-
Kansas 20,389,456 17,957,660 2,431,796 /2900 838.55
Kentucky 62,524,835 45,538,335 16,986,500 /2900 5,857.41
Kentucky Ltd. -0- -0- -0- /2900 -0-
Limited Term 115,448,878 250,424,873 (134,975,995) /2900 n/a
Louisiana 12,540,179 11,461,013 1,079,166 /2900 372.13
Maryland -0- -0- -0- /2900 -0-
Michigan 53,236,489 45,549,587 7,686,902 /2900 2,650.66
Michigan Int. -0- -0- -0- /2900 -0-
Michigan Ltd. -0- -0- -0- /2900 -0-
Minnesota -0- -0- -0- /2900 -0-
Missouri 39,744,502 24,296,688 15,447,814 /2900 5,326.83
Nebraska -0- -0- -0- /2900 -0-
New Jersey 3,715,747 1,113,709 2,602,038 /2900 897.25
New Jersey Int. 1,563,634 1,852,497 (288,863) /2900 n/a
New Jersey Ltd. -0- -0- -0- /2900 -0-
New Mexico 12,718,420 13,079,330 (360,910) /2900 n/a
New York 10,282,755 10,673,547 (390,792) /2900 n/a
New York Int. -0- -0- -0- /2900 -0-
New York Ltd. -0- -0- -0- /2900 -0-
North Carolina 28,467,831 33,440,579 (4,972,748) /2900 n/a
Ohio 63,400,087 69,123,935 (5,723,848) /2900 n/a
Ohio Int. -0- -0- -0- /2900 -0-
Ohio Ltd. -0- -0- -0- /2900 -0-
Oklahoma -0- -0- -0- /2900 -0-
Oregon -0- -0- -0- /2900 -0-
Pennsylvania3 45,717,567 45,717,567 -0- /2900 -0-
Rhode Island -0- -0- -0- /2900 -0-
Short Term -0- -0- -0- /2900 -0-
South Carolina 3,186,692 764,883 2,421,809 /2900 835.11
Tennessee 39,436,518 36,625,736 2,810,782 /2900 969.24
Texas -0- -0- -0- /2900 -0-
Texas Int. -0- -0- -0- /2900 -0-
Texas Ltd. -0- -0- -0- /2900 -0-
Utah -0- -0- -0- /2900 -0-
Virginia 19,415,779 14,703,916 4,711,863 /2900 1,624.78
Washington -0- -0- -0- /2900 -0-
Wisconsin 8,335,642 323,086 8,012,556 /2900 2,762.95
TOTAL: 764,980,349 865,491,083 (100,510,734) /2900 34,737.82
(1) Aggregate sales price of such securities sold during such
fiscal year in reliance upon registration pursuant to Rule
24f-2.
(2) Aggregate redemption price of such securities redeemed
during such fiscal year, there having been no amount applied
pursuant to Rule 24e-2(a) in filings made pursuant to
Section 24(e)(1) of the Investment Company Act of 1940.
(3) Flagship Pennsylvania Triple Tax Exempt Fund ("New Pennsylvania")
acquired all the assets of Flagship Pennsylvania Triple Tax
Exempt Fund, ("Old Pennsylvania") as of May 31, 1995 and issued
4,475,892 shares therefor at $45,717,567. New Pennsylvania is
using excess net redemptions of Old Pennsylvania's shares
outstanding on May 31, 1995 as permitted for business combinations
pursuant to the letter dated February 25, 1994 from Carolyn B.
Lewis to assist investment company registrants.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108-3194
(617) 573-4800
July 26, 1995
Flagship Tax Exempt Funds Trust
One Dayton Centre,
One South Main Street
Dayton, Ohio 45402
Re: Filing of Rule 24f-2 Notice
Ladies and Gentlemen:
We have acted as special counsel to Flagship
Tax Exempt Funds Trust (the "Company"), a voluntary
association with transferable shares organized and
existing under and by virtue of the laws of the
Commonwealth of Massachusetts (a "Massachusetts Business
Trust"), in connection with the filing of a Rule 24f-2
Notice (the "Notice") with the Securities and Exchange
Commission (the "Commission") making definite
registration of an aggregate of 74,035,334 shares of
beneficial interest without par value (the "Fund
Shares"), in the series of the funds listed on the Notice
and on Appendix A thereto for the fiscal year ended May
31, 1995.
In connection with the foregoing, we have
examined the originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Declaration of
Trust of the Company dated March 8, 1985, and as amended
and restated as of September 3, 1992 (the "Declaration of
Trust"); (ii) the By-Laws of the Company; (iii) Post-
Effective Amendment No. 19 under the Securities Act of
1933, as amended, as filed with the Commission on January
17, 1995 to the Registration Statement of the Company on
Form N-1A (Commission File No. 2-96544), and the exhibits
contained or incorporated by reference therein; (iv)
certain resolutions adopted by the Board of Trustees of
the Company and furnished to us by the Company; the
Registration Statement of the Company on Form N-14 dated
January 13, 1995 and Pre-Effective Amendment No. 1
thereto dated February 28, 1995 (the "N-14"); and (v)
such other agreements, documents, certificates and other
records as we have deemed necessary or appropriate as a
basis for the opinion set forth herein. In such
examination we have assumed the legal capacity of natural
persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as
originals, the conformity to original documents of all
documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such
copies. As to any facts material to this opinion which
were not independently established, we have relied on
statements or representations of officers of the Company
or others.
Members of our firm are admitted to the bar of
the Commonwealth of Massachusetts, and we express no
opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are
of the opinion that the issuance and sale of the Fund
Shares by the Company have been validly authorized and,
assuming certificates therefor have been duly executed
and delivered or the shareholders' accounts have been
duly credited and the Fund Shares represented thereby or
so credited have been fully paid for according to the
provisions of the prospectus relating to the Fund Shares
and the N-14, such Fund Shares are, subject to the
statements set forth below regarding the liability of a
shareholder of a Massachusetts Business Trust, validly
issued, fully paid and nonassessable.
Pursuant to certain decisions of the Supreme
Judicial Court of Massachusetts, shareholders of a
Massachusetts Business Trust may, under certain
circumstances, be assessed or held personally liable as
partners for the obligations of the trust. Even if the
Company were held to be a partnership, however, the
possibility of the holders of Fund Shares incurring
personal liability for financial loss appears remote
because (i) Section 5.1 of the Declaration of Trust
contains an express disclaimer of liability of
shareholders of the Company for the obligations of the
Company and Section 5.5 requires that a recitation of
such disclaimer be included in every written obligation,
contract, undertaking, instrument, certificate or
security made or issued by the trustees of the Company,
or by any officer, employee or agent of the Company and
(ii) Section 5.1 provides that the Company shall
indemnify and hold each shareholder of the Company
harmless from and against all claims and liabilities to
which such shareholder may become subject by reason of
being or having been a shareholder.
We hereby consent to the filing of this opinion
with the Notice. In giving our consent, we do not
thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission thereunder.
Very truly yours,
/S/SKADDEN, ARPS, SLATE,
MEAGHER & FLOM
