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:
The Montgomery Funds
101 California Street
San Francisco, CA 94111
2. Name of each series or class of funds for which this notice is
filed:
Montgomery Emerging Asia Fund - Class R, Montgomery Emerging
Markets Fund - Class R, Montgomery Emerging Markets Fund - Class
P, Montgomery Equity Income Fund - Class R, Montgomery Equity
Income Fund - Class P, Montgomery Global Communications Fund -
Class R, Montgomery Global Opportunities Fund - Class R,
Montgomery International Growth Fund - Class P, Montgomery
International Growth Fund - Class R, Montgomery International
Small Cap Fund - Class P, Montgomery International Small Cap Fund
- - Class R, Montgomery Select 50 Fund - Class R, Montgomery Select
50 Fund - Class P, Montgomery Growth Fund - Class R, Montgomery
Growth Fund - Class P, Montgomery Micro Cap Fund - Class R,
Montgomery Small Cap Fund - Class R, Montgomery Small Cap Fund -
Class P, Montgomery Small Cap Opportunities Fund - Class R,
Montgomery Small Cap Opportunities Fund - Class P, Montgomery
California Tax-Free Intermediate Bond Fund - Class R, Montgomery
Short Duration Government Bond Fund - Class R, Montgomery Short
Duration Government Bond Fund - Class P, Montgomery California
Tax-Free Money Fund - Class R, Montgomery Federal Tax-Free Money
Fund - Class R, Montgomery Government Reserve Fund - Class R,
Montgomery Government Reserve Fund - Class P, Montgomery Global
Asset Allocation Fund - Class R
3. Investment Company Act File Number:
811-6011
Securities Act File Number:
33-34841
4. Last day of fiscal year for which this notice is filed:
June 30, 1997
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):
Not applicable
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:
5,240,448,508 shares
$6,699,053,596.00
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
5,240,448,508 shares
$6,699,053,596.00
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):
39,526,686 shares
$236,112,047.00
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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): $
6,699,053,596.00
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + $ 236,112,047.00
(iii) Aggregate price of shares redeemed or repurchased
during
the fiscal year (if applicable) - $
6,375,351,746.00
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to
rule 24e-2 (if applicable): +$--
( 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): $ 559,813,897.00
(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)]: $ 169,640.57
Instructions: Issuer 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).
Not applicable
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
08/27/97
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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/ RICHARD W. INGRAM
Richard W. Ingram
Title: President and Treasurer
Date: 8/27/97
*Please print the name and title of the signing officer below the
signature
G:\SHARED\3RDPARTY\GABASSET\24F-2\FYE96\NOTICE.DOC
G:\SHARED\3RDPARTY\MONTGOMERY\24F2-97.DOC
August 25, 1997
The Montgomery Funds
600 Montgomery Street
San Francisco, California 94111
Ladies and Gentlemen:
You have requested our opinion as counsel to The
Montgomery Funds, a Massachusetts business trust (the "Trust"),
with respect to the shares of beneficial interest of the various
series of the Trust (the "Funds") sold by the Trust during its
fiscal year ended June 30, 1997 (the "Shares") 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 May 10, 1990, as amended by amendments dated November 11,
1993 and May 23, 1995, and filed with the Massachusetts Secretary
of State on November 19, 1993 and May 30, 1995 (the "Declaration
of Trust"), certified to us by an officer of the Trust as being
true and complete and in effect throughout the Trust's fiscal year
ended June 30, 1997 (the "Fiscal Year");
(b) the Amended and Restated 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 Fiscal
Year;
(c) the Funds' Prospectuses and Statements of
Additional Information effective during the Fiscal Year
(collectively, the "Prospectuses");
(d) resolutions adopted by the Board of Trustees of
the Trust at meetings of the Board held on July 9, 1990, November
11, 1991, January 30, 1992, April 27, 1992, July 30, 1992,
November 12, 1992, February 4, 1993, May 13, 1993, September 8,
1993, November 11, 1993, February 11, 1994, May 23, 1994, August
16, 1994, November 17, 1994, March 2, 1995, May 23, 1995, November
16, 1995, February 15, 1996, May 2, 1996, May 29, 1996 and
November 20, 1996, certified by an officer of the Trust as being
in full force and effect through the end of the Fiscal Year; and
(e) 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
Commonwealth of Massachusetts. We are not licensed to practice
law in the Commonwealth of Massachusetts, and we have based our
opinion below solely on our review of Chapter 182 of the General
Laws of the Commonwealth of Massachusetts and the case law
interpreting such Chapter as reported in Annotated Laws of
Massachusetts (Law. Co-op. 1987 & Supp. 1996) and updated on
Westlaw through August 18, 1997. We have not undertaken a review
of other Massachusetts 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
Commonwealth of Massachusetts 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.
We note that pursuant to certain decisions of the
Supreme Judicial Court of the Commonwealth of Massachusetts,
shareholders of a Massachusetts business trust may, in certain
circumstances, be held personally liable as partners for the
obligations or liabilities of the trust. However, we also note
that Article VIII, Section 1 of the Declaration of Trust provides
that all persons extending credit to, contracting with or having
any claim against the Trust or the Funds shall look only to the
assets of the Trust or the Funds for payment thereof and that the
shareholders shall not be personally liable therefor, and further
provides that every note, bond, contract, instrument, certificate
or undertaking made or issued on behalf of the Trust may include a
notice that such instrument was executed on behalf of the Trust
and that the obligations of such instruments are not binding upon
any of the shareholders of the Trust individually, but are binding
only on the assets and property of the Trust.
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 amended,
pursuant to Rule 24f-2 adopted under the Act, were legally issued,
fully paid and, subject to the court decisions described above,
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/ Paul, Hastings, Janofsky
& Walker LLP
