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Annual Notice of Securities Sold Pursuant to Rule 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Penn Mutual Variable Annuity Account III
600 Dresher Road
Horsham, Pennsylvania 19044
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2. Name of each series or class of funds for which this notice is filed:
Diversifier II Individual Annuity Contracts With Variable Benefit
Provisions - Flexible Purchase Payments
Subaccounts:
Growth Equity Fund High Yield Bond Fund
Value Equity Fund Money Market Fund
Flexibly Managed Fund TCI Growth Portfolio
Small Capitalization Fund Limited Maturity Bond Portfolio
International Equity Fund Equity Income Portfolio
Quality Bond Fund Asset Manager Portfolio
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3. Investment Company Act File Number: 811-3457
Securities Act File Number: 2-77283
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4. Last day of fiscal year for which this notice is filed:
December 31, 1996
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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:
N/A [_]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
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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 24
f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
None
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
Number of Policies: 7,417
Aggregate Sales Price of Units of All Subaccounts: $226,550,815
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number of Policies: 7,417
Aggregate Sales Price of Units of All Subaccounts: $226,550,815
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
N/A
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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):
$ 226,550,815
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ N/A
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(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- 64,230,386
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(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable):
+ ------
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(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 line (iv)] (if applicable):
$ 162,320,427
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
x 1/3,300
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$ 49,187.00
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Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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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:
February 7, 1997
SIGNATURES
This report has been signed by the following person on behalf of the issuer and
in the capacities and on the date indicated.
By (Signature and Title)* /s/ James D. Benson
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James D. Benson,
Manager, Financial Reporting
Date: February 11, 1997
* Please print the name and title of the signing officer below the signature.
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[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]
February 11, 1997
Penn Mutual Variable Annuity Account III
600 Dresher Road
Horsham, Pennsylvania 19044
Re: Rule 24f-2 Notice for Penn Mutual Variable
Annuity Account III (the "Account")
(File Nos. 2-77283 and 811-3457)
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Ladies and Gentlemen:
Reference is made to the above-captioned Rule 24f-2 Notice of the Penn Mutual
Life Insurance Company which is being filed with the Securities and Exchange
Commission on behalf of the Account for the fiscal year ended December 31, 1996.
We have acted as counsel to Penn Mutual Life Insurance Company. Based on our
review of the Account's registration statement and assuming that the Securities
of the Account were offered in conformity therewith, we are of the opinion that
the Securities of the Account sold during the fiscal year and registered in
reliance upon Rule 24f-2, are legally issued, fully paid and non-assessable.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
cc: Mr. James D. Benson
