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 II
101 California Street
San Francisco, CA 94111
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
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:
2,931,497 shares
$63,371,987.00
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
2,931,497 shares
$63,371,987.00
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):
834,019 shares
$16,590,256.00
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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): $
63,371,987.00
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + $16,590,256.00
(iii) Aggregate price of shares redeemed or repurchased
during
the fiscal year (if applicable) - $78,927,614.00
(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
( 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): $ 1,034,629.00
(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)]: $ 313.52
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:
08/27/9
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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\MONTGOMERY\24F2-97.DOC
G:\SHARED\3RDPARTY\montgomery\24f2_97.doc
August 25, 1997
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, 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 Amended and Restated 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 Trust's fiscal year
ended June 30, 1997 (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 24, 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;
(c) 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;
(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, 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, 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
(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. 1996) and updated on Westlaw through August 18, 1997.
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 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/ Paul, Hastings, Janofsky
& Walker LLP
