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.:
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(3) Filing party:
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(4) Date filed:
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[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 Colorado Double Tax Exempt
Fund, Flagship Connecticut Double Tax Exempt Fund, Flagship Florida
Intermediate Tax Exempt Fund, Flagship Georgia Double Tax Exempt Fund,
Flagship Kansas Triple Tax Exempt Fund, Flagship Kentucky Limited Term
Municipal Bond Fund, Flagship Kentucky Triple Tax Exempt Fund,
Flagship Louisiana Double Tax Exempt Fund, Flagship Missouri Double
Tax Exempt Fund, Flagship New Jersey Intermediate Tax Exempt Fund,
Flagship New Mexico Double Tax Exempt Fund, Flagship North Carolina
Double Tax Exempt Fund, Flagship South Carolina Double Tax Exempt
Fund, Flagship Tennessee 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.]
IMPORTANT VOTING INFORMATION FOR SHAREHOLDERS
OF THE FLAGSHIP TAX EXEMPT FUNDS
The following is a brief overview of the proposals to be voted
upon at the December 12, 1996 shareholder meeting. It should
be read in conjunction with your fund's proxy statement,
which was mailed to you earlier. If you would like another
copy of the proxy statement, please call us at the number
listed below.
Your vote is very important.
If you have not already done so, please fill out and return the
enclosed proxy card in a timely fashion. Thank you for your
support of the Flagship family of mutual funds.
Q. What proposals am I being asked to vote on?
A. You are being asked to vote on the following proposals:
o Approval of a new Investment Advisory Agreement with Nuveen;
o Reorganizing the fund's corporate structure;
o Modifying certain of the fund's fundamental investment policies;
o Changing the fund's 1940 Act diversification status
(CO, CT, GA, LA, MO and NC funds only);
o Approval of a new 12b-1 Plan;
o Amendment of Declaration of Trust;
o Election of 8 fund Board members;
Q. Why is my fund proposing to make these changes?
A. Your fund has proposed these changes as part of Nuveen's
acquisition of Flagship and the integration of the Flagship and
Nuveen mutual fund families. These changes are 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 change
your fund's overall conservative investment philosophy.
Q. Why am I being asked to approve a new Investment Advisory
Agreement?
A. You are being asked to approve a new Investment Advisory Agreement
that appoints Nuveen Advisory Corp. as the investment adviser for
your fund. This is a necessary step in the process of Nuveen's
proposed acquisition of Flagship. While management fees for some
funds will increase, these increases will be offset by the
proposed reductions in 12b-1 fees as described below. The approval
of a new Investment Advisory Agreement will not change your fund's
overall conservative investment philosophy and is not expected to
cause your fund's portfolio manager to change or adversely affect
the competitiveness of your fund's tax-free dividends.
Q. Why is my fund reorganizing its corporate structure?
A. Your fund is being reorganized in order to facilitate the
integration of the Flagship and Nuveen mutual fund families and to
help enable your fund to remain competitive. The reorganization is
expected to help your fund to operate more efficiently and to
adjust more quickly and efficiently to future market conditions
and regulatory changes. The proposed reorganization will not
change your fund's overall conservative investment philosophy or
core management practices, and will not affect your fund's ability
to pay tax-free dividends.
Q. Are each of the proposed changes to my fund's fundamental
investment policies in my best interests?
A. The Board of your fund has considered each of the proposed
investment policy changes and believes that each is in the best
interests of the fund and its shareholders. As part of Nuveen's
acquisition of the Flagship family of municipal bond mutual funds,
both the Flagship and Nuveen mutual funds are seeking to adopt
uniform investment objectives and policies, which is expected to
enable the funds to operate more efficiently and streamline the
investment process. These proposed changes will not change your
fund's overall conservative investment philosophy or core
management practices.
Q. Why are the CO, CT, GA, LA, MO and NC funds proposing to change
their diversification status?
A. These funds are proposing to change their diversification status
(as defined by the Investment Company Act of 1940) in order to
obtain additional flexibility in purchasing municipal bonds that
meet the fund's investment objectives and policies.
This additional flexibility will help each fund to continue to
offer competitive returns in light of changing bond availability
and market conditions within its specific state. Although each
fund will have a somewhat greater ability to concentrate a portion
of its assets in a few issuers, the fund will continue to purchase
a broad range of investment grade quality municipal bonds of
different types, industries and issuers in order to limit
investment risk. The proposed change will not alter each fund's
overall conservative investment philosophy and is not expected to
change the fund's core management practices.
Q. Why am I being asked to approve a new 12b-1 Plan?
A. You are being asked to approve a new 12b-1 Plan as part of Nuveen's
acquisition of Flagship and the adoption of uniform fund pricing
options for all the mutual funds in the combined fund family. The
proposed new 12b-1 Plan, if approved, will lower total 12b-1
expenses by 0.20% (0.15% for Class C shareholders of the limited
term funds) annually for both Class A and Class C shareholders.
Q. Has the Board of my fund approved these changes?
A. The Board of your fund has unanimously approved each of these
proposals and recommends that you vote "For" all the proposals.
Q. How do I vote my shares?
A. You can vote your shares by completing, signing, dating and
mailing the enclosed proxy card in the postage paid envelope. If
you have any questions regarding the enclosed proxy, would like
another copy of the proxy statement sent to you earlier, or need
any assistance in voting your shares, please call Flagship
customer service at 800-414-7447.
[The following supplemental materials to the joint proxy statements of
Flagship Tax Exempt Funds Trust and certain mutual funds of Nuveen
will be sent only to shareholders of the following series of the
Flagship Tax Exempt Funds Trust: Flagship Arizona Double Tax Exempt
Fund, Flagship Florida Double Tax Exempt Fund, Flagship Pennsylvania
Triple Tax Exempt Fund, Flagship Virginia Double Tax Exempt Fund,
Flagship Michigan Triple Tax Exempt Fund, Flagship Ohio Double Tax
Exempt Fund, Flagship New Jersey Double Tax Exempt Fund, and Flagship
New York Tax Exempt Fund.]
IMPORTANT VOTING INFORMATION FOR SHAREHOLDERS
OF THE FLAGSHIP TAX EXEMPT FUNDS
The following is a brief overview of the proposals to be voted upon at the
December 12, 1996 shareholder meeting. It should be read in
conjunction with your fund's proxy statement, which was mailed to
you earlier. If you would like another copy of the proxy statement,
please call us at the number listed below.
Your vote is very important.
If you have not already done so, please fill out and return the enclosed
proxy card in a timely fashion. Thank you for your support of the
Flagship family of mutual funds.
Q. What proposals am I being asked to vote on?
A. You are being asked to vote on the following proposals:
o Election of 8 fund Board members;
o Approval of a new Investment Advisory Agreement with Nuveen;
o Approval of a new 12b-1 Plan;
o Reorganizing your fund's corporate structure and merging
your fund with the corresponding Nuveen mutual fund.
Q. How will I be affected by my fund's proposal to reorganize and
merge with the corresponding Nuveen mutual fund?
A. By voting to approve your fund's reorganization and merger, you
will be voting to create a new fund that combines the investment
portfolio of your fund and the corresponding Nuveen mutual fund.
By approving the reorganization, you would also be approving a new
set of investment policies for the combined fund that differ in
several respects from the current investment policies of your
fund. Your fund has proposed these actions as part of the
integration of the Nuveen and Flagship mutual fund families. These
proposals are 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 change your fund's overall
conservative investment philosophy.
Q. Why am I being asked to approve a new Investment Advisory
Agreement?
A. You are being asked to approve a new Investment Advisory Agreement
that appoints Nuveen Advisory Corp. as the investment adviser for
your fund. This is a necessary step in the process of Nuveen's
proposed acquisition of Flagship. While management fees for the
funds will increase, these increases will be offset by the
proposed reductions in 12b-1 fees as described below. The approval
of a new Investment Advisory Agreement will not change your fund's
overall conservative investment philosophy and is not expected to
adversely affect the competitiveness of your fund's tax-free
dividends.
Q. Why am I being asked to approve a new 12b-1 Plan?
A. You are being asked to approve a new 12b-1 Plan as part of
Nuveen's acquisition of Flagship and the adoption of uniform fund
pricing options for all the mutual funds in the combined fund
family. The proposed new 12b-1 Plan, if approved, will lower total
12b-1 expenses by 0.20% annually for both Class A and Class C
shareholders.
Q. As part of its reorganization and merger with the corresponding
Nuveen mutual fund, why are each of the New Jersey, Pennsylvania
and Florida funds proposing to change their diversification
status?
A. These funds are proposing to change their diversification status
(as defined by the Investment Company Act of 1940) in order to
obtain additional flexibility in purchasing municipal bonds that
meet the fund's investment objectives and policies.
This additional flexibility will help each fund to continue to
offer competitive returns in light of changing bond availability
and market conditions within its specific state. Although each
fund will have a somewhat greater ability to concentrate a portion
of its assets in a few issuers, the fund will continue to purchase
a broad range of investment grade quality municipal bonds of
different types, industries and issuers in order to limit
investment risk. The proposed change will not alter each fund's
overall conservative investment philosophy and is not expected
to change the fund's core management practices.
Q. Are each of the proposed changes to my fund's fundamental
investment policies as part of the fund's reorganization and
merger in my best interests?
A. The Board of your fund has considered each of the proposed
investment policy changes and believes that each is in the best
interests of the fund and its shareholders. As part of Nuveen's
acquisition of the Flagship family of municipal bond mutual funds,
Flagship's mutual funds are seeking to adopt uniform investment
objectives and policies for all the funds, which is expected to
enable the funds to operate more efficiently and streamline the
investment process. These proposed changes will not change your
fund's overall conservative investment philosophy or core
management practices.
Q. Why is my fund reorganizing its corporate structure and merging
with the corresponding Nuveen mutual fund?
A. Your fund is being reorganized in order to facilitate the
integration of the Nuveen and Flagship mutual fund families and to
help enable your fund to remain competitive. The reorganization
is expected to help your fund to operate more efficiently,
lowering administrative costs, and to adjust more quickly and
efficiently to future market conditions and regulatory changes.
The proposed reorganization will not change your fund's overall
conservative investment philosophy or core management practices,
and will not affect your fund's ability to pay tax-free dividends.
Your fund is also merging with the corresponding Nuveen mutual
fund in order to achieve the lower operating costs and greater
investment efficiencies that are created by the combination of the
two funds' investment portfolios.
Q. Has the Board of my fund approved these proposals?
A. The Board of your fund has unanimously approved each of these
proposals and recommends that you vote "For" all the proposals.
Q. How do I vote my shares?
A. You can vote your shares by completing, signing, dating and
mailing the enclosed proxy card in the postage paid envelope. If
you have any questions regarding the enclosed proxy, would like
another copy of the proxy statement sent to you earlier, or need
any assistance in voting your shares, please call Flagship
customer service at 800-414-7447.