As filed with the Securities and Exchange Commission on October 24, 1996
File Nos.: 333-11799
811-6011
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. 2
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THE MONTGOMERY FUNDS
(Exact Name of Registrant as Specified in Charter)
1-800-572-3863
(Area Code and Telephone Number)
101 California Street
San Francisco, California 94111
(Address of Principal Executive Offices)
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Copy to:
JACK G. LEVIN JULIE ALLECTA, ESQ.
600 Montgomery Street DAVID A. HEARTH, ESQ.
San Francisco, California 94111 Heller, Ehrman, White & McAuliffe
(name and address of Agent for Service) 333 Bush Street
San Francisco, California 94104
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Approximate Date of Proposed Public Offering: As soon as practicable
after this Registration Statement becomes effective.
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The registrant hereby amends this Registration Statement on such dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933.
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An indefinite amount of the Registrant's securities has been registered
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. In reliance on such Rule, no filing fee is being paid at
this time.
Total number of pages ____. Exhibit Index appears at ____.
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CROSS REFERENCE SHEET
Form N-14 Part A, Item Location in Prospectus/Proxy Statement
All Items Incorporation of Documents by Reference in Pre-
Effective Amendment No. 1 of The Montgomery
Funds, filed October 18, 1996 (SEC File No. 333-
11799).
Form N-14 Part B, Item Location in Statement of Additional Information
All Items Incorporation of Documents by Reference in Pre-
Effective Amendment No. 1 of The Montgomery
Funds, filed October 18, 1996 (SEC File No. 333-
11799).
Form N-14 Part C
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of Form N-14.
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THE FOLLOWING ITEMS ARE HEREBY INCORPORATED BY REFERENCE:
From Post-Effective Amendment No. 35 of The Montgomery Funds, filed June 7, 1996
(SEC File No. 33-34841):
Prospectus for Montgomery Emerging Markets Fund (with other funds of
The Montgomery Funds), dated June 30, 1996.
Statement of Additional Information for Montgomery Emerging Markets
Fund and Montgomery Advisors Emerging Markets Fund (with other
funds of The Montgomery Funds), dated June 30, 1996.
From Post-Effective Amendment No. 28 of The Montgomery Funds, filed September
13, 1995 (SEC File No. 33-34841):
Prospectus for Montgomery Advisors Emerging Markets Fund, dated
November 13, 1995.
From Pre-Effective Amendment No. 1 of The Montgomery Funds, filed October 18,
1996 (SEC File No. 333-11799):
Combined Proxy Statement and Prospectus for the Montgomery Advisors
Emerging Markets Fund and Montgomery Emerging Markets Fund,
dated October 31, 1996.
Statement of Additional Information dated October 31, 1996 for
Registration Statement on Form N-14.
As previously sent to shareholders of each fund and filed with the SEC pursuant
to Rule 30b2-1:
Annual Report for the Montgomery Emerging Markets Fund for the fiscal
year ended June 30, 1996, as contained in the Annual Report
for The Montgomery Funds dated as of and for the periods ended
June 30, 1996.
Annual Report for the Montgomery Advisors Emerging Markets Fund for the
period ended June 30, 1996.
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PART C
OTHER INFORMATION
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THE MONTGOMERY FUNDS
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FORM N-14
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PART C
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Item 15. Indemnification
Article VII, Section 3 of the Agreement and Declaration of Trust
empowers the Trustees of the Trust, to the full extent permitted by law, to
purchase with Trust assets insurance for indemnification from liability and to
pay for all expenses reasonably incurred or paid or expected to be paid by a
Trustee or officer in connection with any claim, action, suit or proceeding in
which he or she becomes involved by virtue of his or her capacity or former
capacity with the Trust.
Article VI of the By-Laws of the Trust provides that the Trust shall
indemnify any person who was or is a party or is threatened to be made a party
to any proceeding by reason of the fact that such person is and other amounts or
was an agent of the Trust, against expenses, judgments, fines, settlement and
other amounts actually and reasonable incurred in connection with such
proceeding if that person acted in good faith and reasonably believed his or her
conduct to be in the best interests of the Trust. Indemnification will not be
provided in certain circumstances, however, including instances of willful
misfeasance, bad faith, gross negligence, and reckless disregard of the duties
involved in the conduct of the particular office involved.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to the Trustees, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable in the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a Trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Trustee, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
Item 16 Exhibits
(1)(A) Agreement and Declaration of Trust is incorporated by
reference to the Registrant's Registration Statement as filed
with the Commission on May 16, 1990 ("Registration
Statement").
(1)(B) Amendment to Agreement and Declaration of Trust is
incorporated by reference to Post-Effective Amendment No. 17
to the Registration Statement as filed with the Commission on
December 30, 1993 ("Post-Effective Amendment No. 17").
(1)(C) Amended and Restated Agreement and Declaration of Trust is
incorporated by reference to Post-Effective Amendment No. 28
to the Registration Statement as filed with the Commission on
September 13, 1995 ("Post-Effective Amendment No. 28").
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(2) By-Laws are incorporated by reference to the Registration
Statement.
(3) Voting Trust Agreement - Not applicable.
(4) Form of Agreement and Plan of Reorganization is included in
Part A
(5) Specimen Share Certificate - Not applicable.
(6)(A) Form of Investment Management Agreement is incorporated by
reference to Pre-Effective Amendment No. 1 to the Registration
Statement as filed with the Commission on July 5, 1990
("Pre-Effective Amendment No. 1").
(6)(B) Form of Amendment to Investment Management Agreement is
incorporated by reference to Post-Effective Amendment No. 24
to the Registration Statement as filed with the Commission on
March 31, 1995 ("Post- Effective Amendment No. 24").
(7)(A) Form of Underwriting Agreement is incorporated by reference to
Pre-Effective Amendment No. 1.
(7)(B) Form of Selling Group Agreement is incorporated by reference
to Pre-Effective Amendment No. 1.
(8) Benefit Plan(s) - Not applicable.
(9) Custody Agreement is incorporated by reference to
Post-Effective Amendment No. 24.
(10) Form of Shareholder Services Plan is incorporated by reference
to Post-Effective Amendment No. 28.
(11) Consent and Opinion of Counsel as to legality of shares is
incorporated by reference to Pre-Effective Amendment No. 1.
(12) Opinion and Consent of Counsel as to Tax Matters will be filed
with post-effective amendment No. 1 which the Registrant
undertakes to file pursuant to Item 17 below.
(13)(A) Form of Administrative Services Agreement is incorporated by
reference to Post-Effective Amendment No. 15.
(13)(B) Form of Multiple Class Plan is incorporated by reference to
Post-Effective Amendment No. 28.
(14) Independent Auditors' Consent is incorporated by reference to
the Registrant's Registration Statement filed with the
Commission on September 11, 1996.
(15) Not Applicable.
(16) Powers of Attorney are incorporated by reference to the
Registrant's Registration Statement filed with the Commission
on September 11, 1996.
Item 17. Undertakings.
(1) Registrant agrees that, prior to any public reoffering of the
securities registered through the use of a prospectus
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which is part of this registration statement by any person or
party who is deemed to be an underwriter within the meaning of
Rule 145(c) of the Securities Act of 1933, the reoffering
prospectus will contain the information called for by the
applicable registration form for the reofferings by persons
who may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that
is filed under paragraph (1) above will be filed as part of an
amendment to the registration statement and will not be used
until the amendment is effective, and that, in determining any
liability under the Securities Act of 1933, each
post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein, and
the offering of the securities at that time shall be deemed to
be the initial bona fide offering of them.
(3) Registrant hereby undertakes to file a post-effective
amendment to this Registration Statement including a signed
tax opinion from Heller, Ehrman, White & McAuliffe opining on
the tax-free nature of the reorganization.
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SIGNATURES
As required by the Securities Act of 1933, the Registrant has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San
Francisco and State of California, on the 23rd day of October, 1996.
THE MONTGOMERY FUNDS
By: R. Stephen Doyle*
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R. Stephen Doyle
Chairman and Principal
Executive Officer
As required by the Securities Act of 1933, this Amendment to Registrant's
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
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R. Stephen Doyle* Principal Executive Officer; October 23, 1996
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R. Stephen Doyle Principal Financial and
Accounting Officer; and Trustee
Andrew Cox* Trustee October 23, 1996
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Andrew Cox
Cecilia H. Herbert* Trustee October 23, 1996
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Cecilia H. Herbert
John A. Farnsworth* Trustee October 23, 1996
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John A. Farnsworth
*By: /s/ Julie Allecta
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Julie Allecta, Attorney-in-Fact
pursuant to Power of Attorney
filed herewith.
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