SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant (X)
Filed by a party other than the registrant ( )
Check the appropriate box:
( ) Preliminary proxy statement
( ) Definitive proxy statement
(X) Definitive additional materials
( ) Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
FLAGSHIP TAX EXEMPT FUNDS TRUST
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
(X) No fee required.
( ) $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2) or Item 22(a)(2) of Schedule 14A.
( ) $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
N/A
(2) Aggregate number of securities to which transactions applies:
N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid::
N/A
( ) Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date of its
filing.
(1) Amount previously paid:
N/A
(2) Form, schedule or registration statement no.:
N/A
(3) Filing party:
N/A
(4) Date filed:
N/A
[The following supplemental materials to the proxy statement of
Flagship Tax Exempt Funds Trust will be sent only to
shareholders of the following series of the Flagship Tax Exempt
Funds Trust: Flagship Alabama Double Tax Exempt Fund, Flagship
Connecticut Double Tax Exempt Fund, Flagship Georgia Double Tax
Exempt Fund, Flagship Missouri Double Tax Exempt Fund, Flagship
New Mexico Double Tax Exempt Fund, Flagship Wisconsin Double
Tax Exempt Fund, Flagship All-American Tax Exempt Fund,
Flagship Intermediate Tax Exempt Fund, and Flagship Limited
Term Tax Exempt Fund.]
December 26, 1996
Dear Flagship Tax Exempt Funds Trust Shareholder,
As previously announced, Flagship Resources Inc. intends to
merge with The John Nuveen Company and create a single company
with over 37 municipal bond mutual funds. The integration of
the Nuveen and Flagship mutual fund families is expected to
result in increased operating efficiencies and lower expenses
for shareholders.
Although many shareholders have returned their proxy materials,
your vote is still needed. Certain changes regarding your fund
have been proposed, specifically, how it is organized and
managed, as part of the integration of the Nuveen and Flagship
mutual fund families. These changes are simply designed to
create uniform names, objectives and policies for all the
mutual funds in the combined family, and to provide enhanced
operating flexibility to help the funds continue to offer
competitive returns in light of changing market conditions.
THESE PROPOSALS WILL NOT RESULT IN ANY CHANGES TO YOUR FUND'S
OVERALL CONSERVATIVE INVESTMENT PHILOSOPHY.
On December 12, 1996, a 'Special' shareholder meeting was held
to approve these changes to the organization and operation of
the funds. At the Special meeting, shareholders of the Fund
approved, and voting is now closed with respect to, Proposal 1
- the new Investment Advisory Agreement with Nuveen Advisory
Corp., Proposal 5 - the new Rule 12b-1 Plan with John Nuveen &
Co. Incorporated, and Proposal 7 - the election of eight
Trustees to the Board of Trustees. However, the Special
meeting was adjourned until January 10, 1997 with respect to
the other proposals to be considered because insufficient votes
were received from shareholders of the Fund with respect to
such adjourned proposals. Of the shareholders who voted at the
Special meeting, the overwhelming majority voted for each of
the adjourned proposals. The adjournment will give us the time
necessary to solicit votes for these proposals.
REGARDLESS OF THE SIZE OF YOUR HOLDINGS, YOUR VOTE IS VERY
IMPORTANT. PROXY SOLICITATION IS THE ONLY VEHICLE THE FUNDS
HAVE TO ADMINISTER THESE TYPES OF CHANGES; ABSTAINING FROM
VOTING DOES NOT MEAN A VOTE IN FAVOR OF MANAGEMENT. THE BOARD
OF TRUSTEES OF YOUR FUND STRONGLY BELIEVES THAT THESE CHANGES
WILL BENEFIT YOUR FUND. WE URGE YOU TO VOTE IF YOU HAVE NOT
DONE SO ALREADY.
We have enclosed a brief recap of the most commonly asked
questions about the proposals to help you make an informed
decision. Please take a moment to review the proxy materials
and then return your signed proxy card in the prepaid envelope.
You may receive a follow up phone call to verify your receipt
of the materials and to help answer any questions.
Thank you for your continued confidence in Flagship. If you
have any questions, please do not hesitate to call 800-414-
7447. One of our service representatives will be pleased to
assist you.
Sincerely,
Bruce P. Bedford
Chairman of the Board
