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 II
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 Institutional Series: Emerging Markets Fund
Montgomery Asset Allocation Fund - Class R
Montgomery Asset Allocation Fund - Class P
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3. Investment Company Act File Number: 811-8064
Securities Act File Number: 33-69686
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4. Last day of fiscal year for which this notice is filed:
June 30, 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:
8,359,445 shares; $187,609,733
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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:
8,359,445 shares; $187,609,733
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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): $ 187,609,733
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + --
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 74,650,527
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(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + --
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(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): 112,959,206
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/2,900
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(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $ 38,951.45
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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).
[X]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
August 27, 1996
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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 August 28, 1996
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* Please print the name and title of the signing officer below the signature.
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HELLER EHRMAN WHITE & McAULIFFE
ATTORNEYS
A PATNERSHIP OF PROFESSIONAL CORPORATIONS
33 BUSH STREET ANCHORAGE
SAN FRANCISCO August 28, 1996 LOS ANGELES
CALIFORNIA 94104-2878 PALO ALTO
PORTLAND
FACSIMILE: (415) 772-6268 SEATTLE
TELEPHONE: (415) 772-6000 TACOMA
WRITER'S DIRECT DIAL NUMBER
The Montgomery Funds II
600 Montgomery Street
San Francisco, California 94111
Ladies and Gentlemen:
You have requested our opinion as counsel to The Montgomery
Funds II, a Delaware 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, 1996 (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
September 8, 1993 and as amended to the date hereof (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, 1996 (the "Fiscal Year");
(b) the Trust's Certificate of Trust, as filed with the Delaware
Secretary of State on September 10, 1993 and amended on
November 11, 1995 and March 19, 1994 and the Amended and
Restated Certificate of Trust, as filed with the Delaware
Secretary of State on August 22, 1994, both certified to us by
an officer of the Trust as being true and complete and in
effect throughout the Fiscal Year for the periods stated;
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The Montgomery Funds II
August 28, 1996 Page 2
(c) the Amended and Restated By-laws of the Trust, as amended to
the date hereof, certified to us by an officer of the Trust as
being true and complete and in effect throughout the Fiscal
Year;
(d) the Funds' Prospectuses and Statements of Additional
Information effective during the Fiscal Year (collectively,
the "Prospectuses");
(e) resolutions adopted by the Board of Trustees of the Trust at
meetings of the Board held on September 8, 1993, November 11,
1993 and February 11, 1994, May 23, 1994, August 16, 1994,
November 17, 1994, March 2, 1995, May 23, 1995, August 24,
1995, November 16, 1995, May 2, 1996 and May 29, 1996
certified by an officer of the Trust as being in full force
and effect through the end of the Fiscal Year; and
(f) a certificate of an officer of the Trust concernin 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 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
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The Montgomery Funds II
August 28, 1996 Page 3
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 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
