U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
New England Funds Trust III
399 Boylston Street
Boston, MA 02116
2. Name of each series or class of funds for which this notice is filed:
New England Equity Income Fund
3. Investment Company Act File Number: 811-7345
Securities Act File Number: 33-62061
4. Last day of fiscal year for which this notice is filed: December 31, 1995
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:
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
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.
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: None.
9. Number and aggregate sale price of securities sold during the fiscal year:
152,000 shares; $1,900,000.
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
152,000 shares; $1,900,000.
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):
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): $ 1,900,000
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): +
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -
(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 1/2900
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 655.17
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): XX
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: February 26, 1996
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/ Robert P. Connolly
Robert P. Connolly, Secretary and Clerk
Date: February 28, 1996
* Please print the name and title of the signing officer below the signature.
ROPES & GRAY
One International Place
Boston, Massachusetts 02110-2624
(617) 951-7000
Fax: (617) 951-7050
February 28, 1996
New England Funds Trust III
399 Boylston Street
Boston, Massachusetts 02116
Ladies and Gentlemen:
You have informed us that you intend to file a notice on Form 24F-2 (the
"Notice") with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 24f-2 (the "Rule") under the Investment Company Act of 1940,
as amended, making definite the registration of 1,900,000 of your shares of
beneficial interest, no par value (the "Shares"), belonging to your New England
Equity Income Fund series, sold in reliance upon the Rule during your fiscal
year ended December 31, 1995.
We have examined your Agreement and Declaration of Trust (the "Agreement
and Declaration of Trust") on file in the office of the Secretary of State of
The Commonwealth of Massachusetts and are familiar with the action taken by
your Trustees to authorize the issuance and sale from time to time of your
authorized and unissued shares of beneficial interest at not less than net
asset value. We have also examined a copy of your By-Laws, an executed copy of
the Notice and such other certificates, documents and records as we have deemed
necessary for the purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and validly issued and are fully paid and non-assessable.
New England Funds Trust III (the "Trust") is an entity of the type
commonly known as a "Massachusetts business trust." Under Massachusetts law,
shareholders could, in certain circumstances, be held personally liable for the
obligations of the Trust. However, the Agreement and Declaration of Trust
disclaims shareholder liability for acts or obligations of the Trust and
requires that notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by the Trust or its Trustees. The
Agreement and Declaration of Trust provides for indemnification out of the
property of the particular series of shares for all loss and expense of any
shareholder held personally liable solely by reason of being or having been a
shareholder of that series. Thus, the risk of shareholder liability is limited
to circumstances in which that series of shares itself would be unable to meet
its obligations.
We consent to this opinion accompanying the Notice when filed with the
Commission.
Very truly yours,
/s/ Ropes & Gray
ROPES & GRAY
