RULE 24f-2 NOTICE
for
Flagship Pennsylvania Triple Tax Exempt Fund
File No. 33-7451
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:
1,221,941*.
5. The number or amount of securities sold during such fiscal year in reliance
upon registration pursuant to this section: 1,221,941.
/s/ Richard P. Davis
Richard P. Davis
President
Flagship Pennsylvania Triple Tax Exempt Fund
* Calculation of filing fee: $12,126,801 (aggregate sales price of such
securities sold during such fiscal year in reliance upon registration
pursuant to Rule 24f-2) less $10,849,240 (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) yields net sales
of $1,277,561. Therefore, under the calculation divided by 2900
(registration fee rate), yields total registration fee of $440.54
July 24, 1995
Flagship Pennsylvania Triple Tax Exempt Fund
One First National Plaza
Dayton, OH 45402-4648
Re: Rule 24f-2 Notice for Flagship Pennsylvania Triple
Tax Exempt Fund (Securities Act File No. 33-7451)
Gentlemen:
The Flagship Pennsylvania Triple Tax Exempt Fund (the
"Fund") was, as of the end of its most recently completed fiscal year
(May 31, 1995), a Pennsylvania trust registered as an open-end
diversified management investment company with the Securities and
Exchange Commission under the Investment Company Act of 1940.
The Fund has requested our opinion as to the legality
of shares of beneficial interest (the "Shares"), which were
issued by the Fund during the Fund's fiscal year ended May 31,
1995 (the "1995 Fiscal Year"). We have been informed by the Fund
that a total of 1,221,941 Shares were issued from time to time
during the 1995 Fiscal Year under a Registration Statement on
Form N-1A, Securities Act File No. 33-7451.
We have reviewed a copy of the Fund's Declaration of
Trust as amended and restated on December 9, 1994, and originals
or copies, certified or otherwise identified to our satisfaction,
of such other documents, records or other instruments as we
deemed necessary or advisable for purposes of this opinion. We
have also reviewed the Fund's 24f-2 Notice for the 1995 Fiscal
Year. As to various questions of fact material to our opinion,
we have relied upon information provided by officers of the Fund,
and in particular, upon certificates of Richard P. Davis,
President of the Fund and Michael D. Kalbfleisch, Secretary of
the Fund.
Based on the foregoing, we are of the opinion that such
Shares were, when issued for payment described in the Fund's
Registration Statement referred to above, legally issued, fully
paid and non-assessable by the Fund.
Very truly yours,
/s/ BALLARD SPAHR ANDREWS & INGERSOLL
