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 TAX EXEMPT FUNDS TRUST
333 West Wacker Drive
Chicago, Illinois 60601
2. Name of each series or class of funds for which this
notice is filed:
Flagship New Jersey Double Tax Exempt Fund, Class A
Flagship New York Tax Exempt Fund, Classes A & C
3. Investment Company Act File Number: 811-4263
Securities Act File Number: 2-96544
4. Last day of fiscal year for which this notice
is filed: January 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
Flagship New Jersey Double Tax Exempt Fund, Class A
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:
$1,285,306
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$1,285,306
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):
$1,285,306
(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):
$12,681,227.88
(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 -
(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 -
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 TAX EXEMPT FUNDS TRUST
333 West Wacker Drive
Chicago, Illinois 60606
2. Name of each series or class of funds for which this
notice is filed:
Flagship New Jersey Double Tax Exempt Fund, Class A
Flagship New York Tax Exempt Fund, Classes A & C
3. Investment Company Act File Number: 811-4263
Securities Act File Number: 2-96544
4. Last day of fiscal year for which this notice
is filed: January 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
Flagship New York Tax Exempt 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:
$7,002,486
10. Number and aggregate sales price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
$7,002,486
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):
$7,002,486
(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):
$58,828,488.22
(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 -
(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 -
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:
Richard P. Davis
President
By:
Michael D. Kalbfleisch
Secretary
Date: March 31, 1997
Exhibit: Opinion of Counsel
March 31, 1997
FLAGSHIP TAX EXEMPT FUNDS TRUST
333 West Wacker Drive
Chicago, Illinois 60601
RE: Rule 24f-2 Notice
Ladies and Gentlemen:
We have acted as special counsel to Flagship Tax Exempt Funds Trust, a
Massachusetts business trust (the "Fund"), in connection with the Fund's
registration, pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended, of an indefinite number of its Flagship New Jersey Double Tax
Exempt Fund, Class A Shares; Flagship New York Tax Exempt Fund,
Class A Shares; Flagship New York Tax Exempt Fund, Class C Shares, (such
Class A Shares, and Class C Shares referred to collectively herein as the
"Shares") under the Securities Act of 1933 (the "1933 Act"). We understand
that, pursuant to such Rule 24f-2, the Fund proposes to file a notice (the
"Notice") with the Securities and Exchange Commission (the "Commission")
with respect to the fiscal year ended January 31, 1997, in order to make
definite in number the registration of Shares in the aggregate amount of
$8,287,792. This opinion is being delivered to you in connection with
the Fund'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 Fund;
(b) copies, certified by the Secretary of State of the
Commonwealth of Massachusetts, of the Fund's Declaration of
Trust and of all amendments thereto on file in the office of the
Secretary of State;
(c) a certificate executed by Richard P. Davis, the President of the Fund,
as to the issuance of the Shares in accordance with the Fund's Declaration
of Trust and By-Laws and as to the receipt by the Fund of the net asset
value of the Shares covered by the Notices; and
(d) a certificate executed by Michael D. Kalbfleisch, the
Secretary of the Fund, certifying as to, and attaching copies
of, the Fund's Declaration of Trust and By-Laws, and certain
resolutions of the Board of Trustees of the Fund (the "Board")
authorizing the issuance of the Shares covered by the Notices.
In our capacity as special counsel to the Fund, 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 Fund.
Based upon and subject to, the limitations set forth herein, we are of the
opinion that the Shares in the aggregate amount of $8,287,792 covered by the
Notices, when issued, were legally issued, fully paid, and nonassessable,
except that, as set forth in the Fund's registration statement as currently in
effect filed with the Commission pursuant to the 1933 Act, shareholders of
the Fund may, under certain circumstances, be held personally
liable for its obligations.
This opinion expressed herein is limited to the laws of Commonwealth of
Massachusetts.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
Thomas S. Harman
