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:
Voyageur Mutual Funds III, Inc.
90 South Seventh Street, Suite 4400
Minneapolis, MN 55402
2. Name of each series or class of funds for which this notice is filed:
Voyageur Aggressive Growth Fund
Voyageur Growth and Income Fund
Voyageur Growth Stock Fund
Voyageur International Equity Fund
3. Investment Company Act File Number:
811-4547
Securities Act File Number:
2-95928
4. Last day of fiscal year for which this notice is filed:
April 30, 1996
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
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see instruction A.6):
N/A
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:
-0-
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2.
-0-
9. Number and aggregate sale price of securities sold during the fiscal year:
870,363 shares $12,205,944
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
870,363 shares $12,205,944
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):
68,927 shares $1,391,580
<TABLE>
<CAPTION>
12. Calculation of registration fee:
<S> <C>
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $12,205,944
-----------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 1,391,580
-----------
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - 6,497,153
-----------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + -0-
(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): 7,100,371
------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see Instruction
C.6): X 1/29 of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vii)]: 2448.40
===========
</TABLE>
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.
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:
June 25, 1996
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)* /s/Kenneth R. Larsen
-------------------
KENNETH R. LARSEN - TREASURER
Date: /s/June 25, 1996
*Please print the name and title of the signing officer below the signature.
DORSEY & WHITNEY
ATTORNEYS AT LAW
PILLSBURY CENTER SOUTH
220 SOUTH SIXTH STREET
MINNEAPOLIS, MN 55402-1498
June 25, 1996
Voyageur Fund Managers, Inc.
90 South Seventh Street
Suite 4400
Minneapolis, Minnesota 55402
Re: Rule 24f-2 Notice for Voyageur Mutual Funds III, Inc. (File Nos. 2-95928
and 811-4547)
Dear Sir or Madam:
We have acted as general counsel to Voyageur Mutual Funds III, Inc., a
Minnesota corporation (the "Funds"), in connection with the Funds' Registration
Statement on Form N-1A (File Nos. 2-95928 and 811-4547). This opinion is
addressed to you in connection with a filing by the Funds of a notice (the
"Notice") pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended. In that connection, we have examined such documents and have reviewed
such questions of law as we have considered necessary and appropriate for the
purposes of this opinion. Based thereon, we advise you that, in our opinion, the
591,393 shares of common stock, $.01 par value per share, issued by the Funds
for the fiscal year ended April 30, 1996, as set forth in the Notice, were
legally issued, have been fully paid, and are nonassessable, if issued and sold
upon the terms and in the manner set forth in the Registration Statement of the
Funds referred to above.
Very truly yours,
/s/DORSEY & WHITNEY LLP
KLP
