US SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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.
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1. Name and address of issuer: Landmark Funds III
6 St. James Avenue
Boston, MA 02116
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2. Name of each series or class of funds for which this
notice is filed:
Landmark U.S. Treasury Reserves
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3. Investment Company Act File Number: 811-4052
Securities Act File Number: 33-39538
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4. Last day of fiscal year for which this notice is filed:
August 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:
[ ]
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6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6):
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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 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
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8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
325,105,024.900 shares $325,105,024.90
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9. Number and aggregate sale price of securities sold during
the fiscal year:
1,010,031,114.600 shares $ 1,010,031,114.60
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<PAGE>
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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:
684,926,089.700 shares $684,926,089.70
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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 (see
instruction B.7):
7,289,473.790 shares $7,289,473.79
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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 $ 684,926,089.70
(from Item 10): ------------------
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from
Item 11, if applicable): + 7,289,473.79
------------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - 692,215,563.49
------------------
(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 line
(iv)] (if applicable):
------------------
(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6): x 0.00030303
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(vii) Fee due [line (i) or line (v) $0
multiplied by line (vi)]: ------------------
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:
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the date indicated.
By (Signature and Title) *John R. Elder
___________________________________________
John R. Elder, Treasurer
Date: October 10, 1996
*Please print the name and title of the signing officer below the signature.
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<PAGE>
BINGHAM, DANA & GOULD LLP
150 Federal Street
Boston, Massachusetts 02110
October 17, 1996
Landmark Funds III
6 St. James Avenue
Boston, MA 02116
Re: Rule 24f-2 Notice
Dear Sir or Madam:
We have acted as counsel to Landmark Funds III, a Massachusetts business
trust (the "Trust"), in connection with the Trust's registration, pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended, of an
indefinite number of Shares of Beneficial Interest (no par value) of its series
known as Landmark U.S. Treasury Reserves (the "Shares") under the Securities
Act of 1933, as amended (the "1933 Act"). We understand that, pursuant to such
Rule 24f-2, the Trust proposes to file a notice (the "Notice") with the
Securities and Exchange Commission (the "Commission") on October 17, 1996, with
respect to the fiscal year of Landmark U.S. Treasury Reserves ended August 31,
1996, in order to make definite in number the registration of 684,926,089.700
Shares. This opinion is being furnished with a view to your filing the same
with the Commission in conjunction with the filing of the Notice.
In connection with this opinion, we have examined the following described
documents:
(a) a certificate of the Secretary of State of the Commonwealth of
Massachusetts as to the existence of the Trust;
(b) copies, certified by the Secretary of State of the Commonwealth of
Massachusetts, of the Trust's Declaration of Trust and of all amendments
thereto on file in the office of the Secretary of State of the Commonwealth of
Massachusetts;
(c) a certificate executed by John R. Elder, the Treasurer of the Trust,
as to the issuance of the Shares in accordance with the Trust's Declaration of
Trust and By-Laws and as to the receipt by the Trust of the net asset value of
the Shares covered by the Notice; and
<PAGE>
(d) a certificate executed by Molly S. Mugler, the Assistant Secretary of
the Trust, certifying as to, and attaching copies of, the Trust's Declaration
of Trust and all amendments thereto, the Trust's By-Laws and all amendments
thereto and certain votes of the Trustees of the Trust authorizing the issuance
of the Shares covered by the Notice.
In such examination, we have assumed the genuineness of all signatures,
the conformity to the originals of all of the documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form and the legal competence of each individual
executing any document.
This opinion is based entirely on our review of the documents listed
above. We have made no other review or investigation of any kind whatsoever,
and we have assumed, without independent inquiry, the accuracy of the
information set forth in such documents.
This opinion is limited solely to the internal substantive laws of the
Commonwealth of Massachusetts as applied by courts in such Commonwealth (other
than Massachusetts securities laws, with respect to which we express no
opinion), to the extent such laws may apply to or govern the matters covered by
this opinion.
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is our
opinion that the 684,926,089.700 Shares covered by the Notice were legally
issued and (to the extent still outstanding) are fully paid and nonassessable,
except that shareholders of the Trust may under certain circumstances be held
personally liable for its obligations.
Very truly yours,
Bingham, Dana & Gould LLP
BINGHAM, DANA & GOULD LLP
