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.
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1. Name and address of issuer:
The Montgomery Funds III
101 California Street
San Francisco, CA 94111
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2. Name of each series or class of funds for which this notice is filed:
Montgomery Variable Series: Growth Fund
Montgomery Variable Series: Emerging Markets Fund
Montgomery Variable Series: International Small Cap Fund
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3. Investment Company Act File Number: 811-8782
Securities Act File Number: 33-84450
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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:
Not Applicable [ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
Not Applicable
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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:
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:
0 shares; $0.00
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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:
0 shares; $0.00
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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):
Included in Item 9 per Instruction B.7.
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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): $0.00
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): $0.00
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable): $0.00
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable): $0.00
(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): $0.00
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$0.00
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 dates indicated.
By (Signature and Title)* /s/ MARK B. SULLIVAN
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Mark B. Sullivan, Vice President, Operations
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Date February 24, 1997
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* Please print the name and title of the signing officer below the signature.
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<PAGE>
February 24, 1997
The Montgomery Funds III
600 Montgomery Street
San Francisco, California 94111
Ladies and Gentlemen:
You have requested our opinion as counsel to The Montgomery
Funds III, a Delaware business trust (the "Trust"), with respect to the shares
of beneficial interest (the "Shares") of the various series of the Trust (the
"Funds") sold by the Trust during the period beginning February 1, 1996, the
date upon which the Montgomery Variable Series: Emerging Markets Fund commenced
public operations, and ending December 31, 1996 (the "Period") in connection
with the notice (the "Notice") being filed by the Trust with the Securities and
Exchange Commission pursuant to Rule 24f-2 adopted under the Investment Company
Act of 1940, as amended (the "Act").
In connection with this opinion, we have assumed the
authenticity of all records, documents and instruments submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to the originals of all records, documents and
instruments submitted to us as copies. We have based our opinion upon our review
of the following records, documents and instruments:
(a) the Trust's Agreement and Declaration of Trust, dated August
16, 1994 (the "Declaration of Trust"), certified to us by an
officer of the Trust as being true and complete and in effect
throughout the Period;
(b) the Trust's Certificate of Trust, as filed with the Delaware
Secretary of State on April 24, 1994, certified to us by an
officer of the Trust as being true and complete and in effect
throughout the Period;
(c) the By-laws of the Trust dated August 16, 1994, certified to
us by an officer of the Trust as being true and complete and
in effect throughout the Period;
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The Montgomery Funds III
February 24, 1997 Page 2
(d) the Funds' Prospectuses and Statements of Additional
Information effective during the Period, as identified in the
officer's certificate referred to in item (f) below
(collectively, the "Prospectuses");
(e) resolutions adopted by the Board of Trustees of the Trust at
meetings of the Board held on August 16, 1994 and February 15,
1996, certified by an officer of the Trust as being in full
force and effect through the end of the Period; and
(f) a certificate of an officer of the Trust concerning certain
factual matters.
In rendering our opinion below, we have assumed that all of
the Shares were issued and sold at no less than the per-share public offering
price on the date of their issuance in accordance with statements specified in
the Funds' then-current Prospectuses and in accordance with Article III of the
Declaration of Trust. In rendering our opinion, we have further assumed that the
Funds received, in cash or securities, an amount equal to no less than the
per-share public offering price as described in the Funds' then-current
Prospectuses. We have not conducted an independent examination of the books and
records of the Trust for the purpose of determining whether all of the Shares
were fully paid prior to their issuance and do not believe it to be our
obligation to do so.
Our opinion below is limited to the federal law of the United
States of America and the business trust law of the State of Delaware. We are
not licensed to practice law in the State of Delaware, and we have based our
opinion below solely on our review of Chapter 38 of Title 12 of the Delaware
Code and the case law interpreting such Chapter as reported in Delaware Code
Annotated (Michie Co. 1995 and Supp. 1996) and updated on Westlaw. We have not
undertaken a review of other Delaware law or court decisions or of any
administrative decisions in connection with rendering this opinion. We disclaim
any opinion as to any law other than that of the United States of America and
the business trust law of the State of Delaware as described above, and we
disclaim any opinion as to any statute, rule, regulation, ordinance, order or
other promulgation of any regional or local governmental authority.
Based upon such examination and subject to the foregoing, we
are of the opinion that the Shares, as sold pursuant to the registration under
the Securities Act of 1933, as
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The Montgomery Funds III
February 24, 1997 Page 3
amended, pursuant to Rule 24f-2 adopted under the Act, were legally issued,
fully paid and nonassessable by the Trust.
We hereby consent to the filing of this opinion as an exhibit
to the Notice being filed by the Trust with the Securities and Exchange
Commission. This opinion is rendered to you in connection with that Notice and
is solely for your benefit. This opinion may not be relied upon by you for any
other purpose, or relied upon by any other person, firm or other entity for any
purpose, without our prior written consent. We disclaim any obligation to advise
you of any change of law that occurs, or any facts of which we become aware,
after the date of this opinion.
Sincerely yours,
/s/ Heller, Ehrman, White &
McAuliffe
