As filed with the Securities and Exchange Commission on
September 22, 1995.
Registration Nos. 33-7451
811-4761
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ( )
ACT OF 1933
Pre-Effective Amendment No. ____ ( )
Post-Effective Amendment No. 16 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT ( )
COMPANY ACT OF 1940
Amendment No. 17 (X)
FLAGSHIP PENNSYLVANIA TRIPLE TAX EXEMPT FUND
(Exact Name of Registrant as Specified in Charter)
One Dayton Centre
One South Main Street
Dayton, Ohio 45402
(Address of Principal (Zip Code)
Executive Offices)
Registrant's Telephone Number,
Including Area Code: (513) 461-0332
Please Send Copy of
Communications to:
RICHARD P. DAVIS RICHARD T. PRINS, ESQ.
President Skadden, Arps, Slate,
Flagship Pennsylvania Meagher & Flom
Triple Tax Exempt Fund 919 Third Avenue
One Dayton Centre New York, New York
One South Main Street 10022
Dayton, Ohio 45402 (212) 735-3000
(Name and Address of
Agent for Service)
It is proposed that this filing will become effective
(check appropriate box)
(X) Immediately upon filing pursuant to paragraph (b)
( ) on (date) pursuant to paragraph (b),
( ) 60 days after filing pursuant to paragraph (a)(1)
( ) on (date) pursuant to paragraph (a)(1)
( ) 75 days after filing pursuant to paragraph (a)(2)
( ) on (date) pursuant to paragraph (a)(2) of Rule 485.
CROSS REFERENCE SHEET
(as required by Item 501(b) of Regulation S-K)
N-1A Item No. Location
Part A
Item 1. Cover Page Cover Page
Item 2. Synopsis Not Applicable
Item 3. Condensed Financial Condensed Financial
Information Information
Item 4. General Description The Fund and
of Registrant Its Objective
Item 5. Management of Management of
the Fund the Fund; Distribution
Item 5A. Management's Not Applicable
Discussion of
Fund Performance
Item 6. Capital Stock and Description of
Other Securities Shares;
Distributions
Item 7. Purchase of How to Invest
Securities
Being Offered
Item 8. Redemption or How to Redeem
Repurchase
Item 9. Pending Legal Not Applicable
Proceedings
Part B
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information Not Applicable
and History
Item 13. Investment Objectives Investment Objectives
and Policies and Policies
Item 14. Management of Officers and Trustees
the Fund
Item 15. Control Persons and Officers and Trustees
Principal Holders
of Securities
Item 16. Investment Advisory Investment Advisory
and Other Services Services;
Distributor;
Officers and
Directors;
Custodian and
Transfer Agent
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Yield and
Other Securities Current Return
Item 19. Purchase, Redemption Purchase, Redemption
and Pricing of and Pricing of
Securities Shares; Exchange
Being Offered and Reinvestment
Privileges; System-
atic Withdrawal
Item 20. Tax Status Taxes
Item 21. Underwriters Distributor
Item 22. Calculations of Not Applicable
Yield Quotations
of Money Market
Funds
Item 23. Financial Statements Financial Statements
Part C
Information required to be included in Part C
is set forth under the appropriate Item, so numbered, in
Part C of this Registration Statement.
PART C: OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
List all financial statements and exhibits as part
of the Registration Statement.
(a) Financial Statements:
Included in Part A of the Registration Statement:
Condensed Per Share Information*
Included in Part B of the Registration Statement:
Audited Financial Statements as of and for
the period ended May 31, 1994*
Unaudited financial statements for the Wisconsin
sub-trust for the period June 1, 1994 to October 31, 1994.
(b) Exhibits:
(1) Declaration of Trust as amended*
(2) By-Laws*
(4) Specimen of Share of Beneficial Interest
Certificate*
(5) Investment Advisory Agreement*
(6) (a) Distribution Agreement*
(b) Selling Agreement*
(c) Form of Bank Clearing Agreement*
(d) Form of Multiple Class Distribution
Plan and Agreements*
(8) Custodian Agreement*
(9) Transfer Agreement*
(10) (a) Opinion of Special Pennsylvania
Counsel - Formation and Validity*
(b) Opinion of Touche Ross & Co.*
(11) (a) Consent of Deloitte & Touche*
(b) Auditor's Report on Multiple Class
Procedures*
(13) Letter of Understanding relating to
initial capital*
(15) (a) Distribution Plan*
(b) Service Agreement*
(c) Form of Selling Agreement*
(d) Form of Service Agreement*
(16) Total Return Calculation*
(17) Power of Attorney*
Item 25. Persons Controlled by or under
Common Control with Registrant.
Because the Fund's Trustees are the same
persons who serve as Trustees, or directors, as the case
may be, of the Flagship Tax Exempt Funds Trust and
_____________________
* Previously filed.
Flagship Admiral Funds Inc., the Registrant may be deemed
to be under common control with those funds.
Item 26. Number of Holders of Securities.
As of September 21, 1995:
(1) (2)
Number of
Record
Title of Class Holders
Shares of Beneficial
Interest, without par
value . . . . . . . . 0
Item 27. Indemnification.
Please see Article IX SECTION 1 of the Registrant's
By-Laws (Exhibit 2) and Title 15, Section 410 of the
Pennsylvania General Corporation law.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the
Registrant and the investment advisor and distributor
pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by
a director, officer, or controlling person of the
Registrant and the principal underwriter in connection
with the successful defense of any action, suit or
proceeding) is asserted against the Registrant by such
director, officer or controlling person or the
Distributor in connection with the shares being
registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
Item 28. Business and Other Connections of Investment
Advisor.
See "Officers and Trustees" in the Statement of
Additional Information.
Item 29. Principal Underwriters.
(a) The Distributor is also the principal
underwriter for each sub-trust of the Flagship Tax Exempt
Funds Trust and Flagship Admiral Funds Inc.
(b) The information required with respect to
the directors and executive officers of the Distributor
is set forth under the heading "Officers and Trustees" in
the Statement of Additional Information incorporated by
reference in the Prospectus constituting Part A of this
Registration Statement.
(c) Not applicable. The Registrant's only
principal underwriter is an affiliated person of an
affiliated person of the Registrant.
Item 30. Location of Accounts and Records.
All accounts, books and other documents
required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and the Rules thereunder
will be maintained at the offices of Flagship
Pennsylvania Triple Tax Exempt Fund, located at One
Dayton Centre, One South Main Street, Dayton, Ohio 45402-
2030, or at the State Street Bank and Trust Company, 1776
Heritage Drive, North Quincy, Massachusetts.
Item 31. Management Services.
Other than as set forth under the captions
"Distributor" and "Investment Advisor" in the Prospectus
constituting Part I of this Registration Statement, the
Registrant is not a party to any management-related
service contract.
Item 32. Undertakings.
1. Registrant undertakes that if it does not
hold annual meetings that it will abide by section 16(c)
of the 1940 Act which provides certain rights to
shareholders.
2. Registrant hereby undertakes to furnish to
each person to whom a prospectus is delivered a copy of
the Registrant's latest annual report to shareholders
upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933 and the Investment Company Act of 1940, the
Registrant certifies that it meets all of the
requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities
Act of 1933 and the Registrant has duly caused this
amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized
in the City of Dayton, and State of Ohio, on the 21st day
of September, 1995.
FLAGSHIP PENNSYLVANIA TRIPLE
TAX EXEMPT FUND
By /s/ Bruce Paul Bedford
__________________________
Bruce Paul Bedford
Chairman
POWER OF ATTORNEY
Know all Men By These Presents, that each
person whose name appears below constitutes and appoints
Bruce Paul Bedford and Richard P. Davis, and each of
them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement
and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in
multiple counterparts, each of which shall be deemed an
original, but which taken together shall constitute one
instrument.
Pursuant to the requirements of the Securities
Act of 1933, this amendment to its Registration Statement
has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ BRUCE PAUL BEDFORD Chairman of September 21, 1995
Bruce Paul Bedford the Board
/s/ RICHARD P. DAVIS* President September 21, 1995
Richard P. Davis and Trustee
/s/ MICHAEL D. KALBFLEISCH(*) Treasurer September 21, 1995
Michael D. Kalbfleisch
/s/ ROBERT P. BREMNER* Trustee September 21, 1995
Robert P. Bremner
/s/ JOSEPH F. CASTELLANO* Trustee September 21, 1995
Joseph F. Castellano
/s/ PAUL F. NEZI* Trustee September 21, 1995
Paul F. Nezi
/s/ WILLIAM J. SCHNEIDER* Trustee September 21, 1995
William J. Schneider
___________________
* Signed by Bruce Paul Bedford pursuant to a power of
attorney.
SCHEDULE OF EXHIBITS TO FORM N-1A
Exhibit Page
Number Exhibit Number
(1) Declaration of Trust as amended*
(2) By-Laws*
(4) Specimen of Share of Beneficial
Interest Certificate*
(5) Investment Advisory Agreement*
(6) (a) Distribution Agreement*
(b) Selling Agreement*
(c) Form of Bank Clearing Agreement*
(d) Form of Multiple Class Distribu-
tion Plan and Agreements*
(8) Custodian Agreement*
(9) Transfer Agreement*
(10) (a) Opinion of Special Pennsylvania
Counsel - Formation and
Validity*
(b) Opinion of Touche Ross & Co.*
(11) (a) Consent of Deloitte & Touche*
(b) Auditor's Report on Multiple Class Procedures
(13) Letter of Understanding relating to
initial capital*
(15) (a) Distribution Plan*
(b) Service Agreement*
(c) Form of Selling Agreement*
(d) Form of Service Agreement*
(e) Form of Multiple Class Distribu-
tion Plan and Agreements*
(16) Total Return Calculation*
(17) Power of Attorney*
____________________
* Previously filed.
