As filed with the Securities and Exchange Commission on August 3, 1999
File Nos. 33-69686
811-8064
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 45
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 46
THE MONTGOMERY FUNDS II
(Exact Name of Registrant as Specified in its Charter)
101 California Street
San Francisco, California 94111
(Address of Principal Executive Office)
(415) 572-3863
(Registrant's Telephone Number, Including Area Code)
Johanne Castro, Assistant Secretary
101 California Street
San Francisco, California 94111
(Name and Address of Agent for Service)
-------------------------
It is proposed that this filing will become effective:
_X_ immediately upon filing pursuant to Rule 485(b)
___ on ____________ pursuant to Rule 485(b)
___ 60 days after filing pursuant to Rule 485(a)(1)
___ 75 days after filing pursuant to Rule 485(a)(2)
___ on ____________ pursuant to Rule 485(a)(1)
----------
Please Send Copy of Communications to:
JULIE ALLECTA, ESQ.
DAVID A. HEARTH, ESQ.
Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, California 94104
(415) 835-1600
<PAGE>
THE MONTGOMERY FUNDS II
CONTENTS OF THE POST-EFFECTIVE AMENDMENT
This Post-Effective Amendment to the registration statement of the Registrant
contains the following documents:
Facing Sheet
Contents of the Post-Effective Amendment
Part A - Prospectus for Class B and Class C shares of the Montgomery
Global Long-Short Fund
Part B - Combined Statement of Additional Information for the
Montgomery Global Long-Short Fund, Montgomery U.S. Asset
Allocation Fund as well as various series of The Montgomery
Funds (File Nos. 33-34841 and 811-6011) is incorporated by
reference to Post-Effective Amendment No. 42
Part C - Other Information
Signature Page
Exhibits
<PAGE>
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PART A
PROSPECTUS FOR
CLASS B AND CLASS C SHARES OF
MONTGOMERY GLOBAL LONG-SHORT FUND
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<PAGE>
Prospectus
July 31, 1999
The Montgomery Funds II(SM)
MONTGOMERY GLOBAL LONG-SHORT FUND
Class B and C Shares
The Montgomery Funds II has registered the mutual fund offered in this
prospectus with the U.S. Securities and Exchange Commission (SEC). That
registration does not imply, however, that the SEC endorses the Fund.
The SEC has not approved or disapproved the Fund or passed upon the adequacy of
this prospectus. Any representation to the contrary is a criminal offense.
<PAGE>
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How to Contact Us
- -------------------------
Montgomery Shareholder
Service Representatives
(800) 572-FUND [3863]
Montgomery Web Site
www.montgomeryfunds.com
Address General
Correspondence to:
The Montgomery Funds II
101 California Street
San Francisco, CA 94111-9361
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<PAGE>
TABLE OF CONTENTS
Page
----
OBJECTIVE ................................................................. 4
STRATEGY .................................................................. 4
RISKS ..................................................................... 4
FEES AND EXPENSES ......................................................... 5
PORTFOLIO MANAGEMENT ...................................................... 7
ADDITIONAL INVESTMENT STRATEGIES AND RELATED RISKS ........................ 7
The Euro: Single European Currency ..................................... 8
Defensive Investments .................................................. 9
Portfolio Turnover ..................................................... 9
The Year 2000 .......................................................... 9
Additional Information On the Benchmarks for the Fund .................. 10
FINANCIAL HIGHLIGHTS ...................................................... 11
WHAT YOU NEED TO KNOW ABOUT YOUR MONTGOMERY ACCOUNT ....................... 12
How Fund Shares are Priced ............................................. 12
Foreign Investors ...................................................... 13
INVESTING IN THE FUND THROUGH FINANCIAL INTERMEDIARIES .................... 13
Exchanging Shares ...................................................... 13
Other Exchange Policies ................................................ 13
Selling Shares ......................................................... 13
OTHER POLICIES ............................................................ 14
Minimum Account Balances ............................................... 14
Expense Limitations .................................................... 15
Other Classes of Shares ................................................ 15
Shareholder Servicing Plan ............................................. 15
Share Marketing Plan ("Rule 12B-1 Plan") ............................... 15
In-kind Redemptions .................................................... 15
Telephone Transactions ................................................. 15
Tax Withholding Information ............................................ 16
After You Invest ....................................................... 16
HOW TO AVOID "BUYING A DIVIDEND" .......................................... 17
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<PAGE>
Montgomery Global Long-Short Fund
OBJECTIVE
[] Seeks capital appreciation by investing in long and short positions in
equity securities worldwide.
STRATEGY
The Fund's strategy is to uncover stocks with the greatest potential for changes
in price, and to benefit whether overall stock markets move up or down. The
Fund's stock selection strategy combines in-depth financial review with on-site
analysis of companies, countries and regions to identify potential investments.
The portfolio managers buy stocks "long" that they believe will perform better
than their peers, and sell stocks "short" that they believe will underperform
their peers. They may also engage in margin borrowing or use options and
financial futures contracts in an effort to enhance returns.
Under normal conditions this Fund seeks to achieve its objective by investing at
least 65% of its total assets in long and short positions in equity securities
of publicly traded companies in the United States and developed foreign and
emerging markets. A long position is when the Fund purchases a stock outright,
whereas a short position is when the Fund sells a security that it has borrowed.
Short positions may be used to partially hedge long positions or to garner
returns from insights made from the managers' company research. The Fund will
realize a profit from a short position only if the value of the underlying stock
declines between the time it is sold and when the Fund replaces the borrowed
security. Otherwise, the Fund will lose money on the short position.
RISKS
This Fund uses sophisticated investment approaches that may present
substantially higher risks than most mutual funds. The Fund will seek to
increase return by investing in transactions using margin, leverage, short sales
and other forms of volatile financial derivatives such as options and futures.
The potential losses from some derivatives are unlimited. As a result, an
investment in this Fund may be more volatile than investments in other mutual
funds. This Fund is not appropriate for conservative investors.
By investing in stocks, the Fund may expose you to certain risks that could
cause you to lose money, particularly a sudden decline in a holding's share
price or an overall decline in the stock market. Short sales are speculative
investments and will cause the Fund to lose money if the value of a security
does not go down as the managers expect. In addition, the use of borrowing and
short sales may cause the Fund to have higher expenses (especially interest and
dividend expenses) than those of other equity mutual funds.
By investing in foreign stocks, the Fund carries additional risks such as the
risk that the currency in which an investment is denominated will decline
against the U.S. dollar, as well as regulatory and political risks. Moreover,
the Fund may invest up to 30% of its total assets in emerging markets, which are
far more volatile than the U.S. market. For a more detailed discussion of the
risks mentioned above, see "Additional Investment Strategies and Related Risks"
on page 7.
Please be aware that the Fund is not a bank deposit and is not guaranteed,
endorsed or insured by any financial institution or government entity such as
the Federal Deposit Insurance Corporation (FDIC).
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<PAGE>
Past Fund Performance The bar chart below shows the risks of investing in the
Fund. The table immediately below the bar chart compares the Fund's performance
with commonly used indices for its market segment. Of course, past performance
is no guarantee of future results.
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51.69%
During the one-year period described in the bar chart on the left for
the Class B shares of the Fund, the best quarter was Q1 1998 (+26.50%)
and the worst quarter was Q3 1998 (-4.17%).
1998
- --------------------------------------------------------------------------------
Average Annual Returns Through 12/31/98
Global Long-Short Fund---Class B 51.69%
Global Long-Short Fund---Class C 41.98%
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MSCI All-Country World Free Index+ 21.97%
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MSCI EAFE Index+ 20.00%
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S&P 500 Index 28.75%
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1 Year and Since Inception (12/31/97)
1999 Return Through 6/30/99: 38.28% for Both Class B and Class C Shares
+See page 10 for a description of these indices.
FEES AND EXPENSES
<TABLE>
The following table shows the fees and expenses you may pay if you buy and hold
shares of the Fund. Montgomery does not impose any front-end loads on this Fund.
<CAPTION>
Class Class
B* C
----- -----
<S> <C> <C> <C>
Shareholder Fees (fees paid directly from your investment)
Maximum Deferred Sales Charge (as a percentage of redemption proceeds) 5.00%+ 1.00%++
Redemption Fee# 0.00% 0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)##
Management Fee 1.50% 1.50%
Distribution (12b-1) Fees 0.75% 0.75%
Other Expenses 2.29% 2.29%
Shareholder Service Fees 0.25%
Other 2.04%
Total Annual Fund Operating Expenses 4.54% 4.54%
Fee Reduction and/or Expense Reimbursement 1.44% 1.44%
- ----------------------------------------------------------------------------------------------------------
Net Expenses 3.10% 3.10%
<FN>
* Class B shares convert to Class R shares automatically at the beginning of
the seventh year after purchase.
+ 5.00% during the first year, 4.00% during the second year, 3.00% during the
third and fourth years, 2.00% during the fifth year and 1.00% during the
sixth. Class B shares automatically convert to Class R shares approximately
seven years after purchase and thereafter will not be subject to a
contingent deferred sales charge (CDSC).
# $10 will be deducted from redemption proceeds sent by wire or overnight
courier.
++ Class C shares are subject to a 1.00% CDSC if redeemed within the first
year of purchase.
## Montgomery Asset Management has contractually agreed to reduce its fees
and/or absorb expenses to limit the Fund's total annual operating expenses
(excluding the 12b-1 fee of 0.75% and interest and tax expenses) to 2.35%
for Class B and Class C shares. This contract has a rolling 10-year term.
</FN>
</TABLE>
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<PAGE>
Example of Fund expenses: This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual funds. The
table below shows what you would pay in expenses over time, assuming that you
redeemed all of your shares at the end of each period. It also assumes a $10,000
initial investment, 5% total return each year and no changes in expenses. This
example is for comparison purposes only. It does not necessarily represent the
Fund's actual expenses or returns.
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Class B $ 712 $1,254 $1,720 $3,392
Class C $ 312 $ 954 $1,620 $3,392
The table below shows what you would pay in expenses over time if you did not
redeem your shares.
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Class B $ 312 $ 954 $1,620 $3,392
Class C $ 312 $ 954 $1,620 $3,392
Portfolio Management
Angeline Ee and Nancy Kukacka For financial highlights,
For more details see page 7 see page 11
-6-
<PAGE>
PORTFOLIO MANAGEMENT
The investment manager of the Fund is Montgomery Asset Management, LLC, 101
California Street, San Francisco, California 94111. Founded in 1990, Montgomery
Asset Management is a subsidiary of Commerzbank AG, one of the largest publicly
held commercial banks in Germany. As of June 30, 1999, Montgomery Asset
Management managed approximately $9 billion, with $4.5 billion invested by some
250,000 shareholders in The Montgomery Funds.
ANGELINE EE, portfolio manager with Montgomery's International/Global team
(since 1994). Prior to joining Montgomery, Ms. Ee was a portfolio manager with
AIGIC Investment Corp. in Singapore. From 1989 until 1990, she was a co-manager
of a portfolio of Asian equities and bonds at Chase Manhattan Bank in Singapore.
NANCY KUKACKA, portfolio manager with Montgomery's International/Global team
(since 1995). Before joining Montgomery Ms. Kukacka worked at CS First Boston
Investment from 1994 through 1995, where she was an investment analyst covering
the consumer cyclical and nondurable sectors. Previously, she was an investment
analyst at RCM Capital Management from 1990 through 1994, providing
fundamental-based analysis for more than $12 billion in equity investments.
ADDITIONAL INVESTMENT STRATEGIES AND RELATED RISKS
General. The Fund may invest in companies with a wide range of market
capitalizations. Investments in smaller companies expose shareholders to
additional risks. Small companies typically have more-limited product lines,
markets and financial resources than larger companies, and their securities may
trade less frequently and in more-limited volume than those of larger, more
mature companies. As a result, the Fund may fluctuate significantly more in
value than funds that focus on larger-cap stocks.
Montgomery will search for those stocks it believes will perform better or worse
than stocks of peer companies by rigorously analyzing all prospective
investments and peer companies. Montgomery evaluates companies' business
fundamentals, current and future business prospects, and market price compared
with growth prospects.
The Fund allocates its assets among those foreign countries with stable or
improving macroeconomic environments and invests in companies within those
countries that the portfolio managers believe have high capital appreciation
potential without excessive risks.
The Fund normally will use investments in options and futures in an effort to
hedge (or reduce the risk of) certain other investments. The Fund also may at
times invest in options and futures in an effort to enhance returns, which is a
speculative use of those derivatives that can significantly increase the risks
of an investment in this Fund.
The Fund is considered to have invested at least 65% of its total assets in long
and short positions in equity securities when the value of long positions in
equity securities and the value, of assets serving as collateral for short
positions together constitute at least 65% of the value of its total assets. The
value of long and short positions will not necessarily be equal.
Short Sales. When Montgomery believes that a security is overvalued or in order
to partially hedge the Fund's investment in another stock, it may sell the
security short and borrow the same security from a broker or other institution
to complete the sale. If the price of the security decreases in value, the Fund
may make a profit and, conversely, if the security increases in value, the Fund
will incur a loss because it will have to replace the borrowed security by
purchasing it at a higher price. There can be no assurance
-7-
<PAGE>
that the Fund will be able to close out the short position at any particular
time or at an acceptable price. Although the Fund's gain is limited to the
amount at which it sold a security short, its potential loss is not limited. A
lender may request that the borrowed securities be returned on short notice, and
if that occurs at a time when other short-sellers of the subject security are
receiving similar requests, a "short squeeze" can occur. This means that the
Fund might be compelled, at the most disadvantageous time, to replace borrowed
securities previously sold short, with purchases on the open market at prices
significantly greater than those at which the securities were sold short. Short
selling also may produce higher than normal portfolio turnover and result in
increased transaction costs to the Fund.
The Fund also may make short sales "against-the-box," in which it sells short
securities it owns. Montgomery may decide to engage in this type of short sale
in order to hedge its investment in certain stocks. The Fund will incur
transaction costs, including interest expenses, in connection with opening,
maintaining and closing short sales against-the-box, which result in a
"constructive sale" requiring the Fund to recognize any taxable gain from the
transaction.
Until the Fund replaces a borrowed security, it will designate sufficient U.S.
government securities and other liquid debt and equity securities to cover any
difference between the value of the security sold short and any collateral
deposited with a broker or other custodian. In addition, the value of the
designated securities must be at least equal to the original value of the
securities sold short. Depending on arrangements made with the broker or
custodian, the Fund may not receive any payments (including interest) on
collateral deposited with the broker or custodian. The Fund will not make a
short sale if, immediately before the transaction, the market value of all
securities sold exceeds 100% of the value of the Fund's net assets.
Borrowing/Leverage. The Fund may borrow money from banks and engage in reverse
repurchase transactions for temporary or emergency purposes. The Fund may borrow
from broker-dealers and other institutions to leverage a transaction. Total bank
borrowings may not exceed one-third the value of the Fund's assets.
The Fund also may leverage its portfolio through margin borrowing and other
techniques in an effort to increase total return. Although leverage creates an
opportunity for increased income and gain, it also creates certain risks. For
example, leveraging may magnify changes in the net asset values of the Fund's
shares and in its portfolio yield. Although margin borrowing will be fully
collateralized, the Fund's assets may change in value while the borrowing is
outstanding. Leveraging creates interest expenses that can exceed the income
from the assets retained.
Foreign Securities. By investing in foreign stocks, the Fund exposes
shareholders to additional risks. Foreign stock markets tend to be more volatile
than the U.S. market due to economic and political instability and regulatory
conditions in some countries. In addition, the risks of investing in emerging
markets are considerable. Emerging stock markets tend to be much more volatile
than the U.S. market due to relative immaturity and occasional instability. Some
emerging markets restrict the flow of money into or out of their stock markets
and impose restrictions on foreign investors. These markets tend to be less
liquid and offer less regulatory protection for investors. The economies of
emerging countries may be based on only a few industries or on revenue from
particular commodities and international aid. Most of the securities in which
the Fund invests are denominated in foreign currencies, whose values may decline
against the U.S. dollar.
The Euro: Single European Currency
On January 1, 1999, the European Union (EU) introduced a single European
currency called the euro. Eleven of the 15 EU members have begun to convert
their currencies to the euro: Austria, Belgium, Finland, France, Germany,
Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain (leaving out
-8-
<PAGE>
Britain, Sweden, Denmark and Greece). For the first three years, the euro will
be a phantom currency (only an accounting entry). Euro notes and coins will
begin circulating in 2002.
The introduction of the euro occurred in January 1999, but the following
uncertainties will continue to exist for some time:
[] Whether the payment, valuation and operational systems of banks and
financial institutions can operate reliably
[] The applicable conversion rate for contracts stated in the national
currency of an EU member
[] The ability of clearing and settlement systems to process transactions
reliably
[] The effects of the euro on European financial and commercial markets
[] The effects of new legislation and regulations to address euro-related
issues
These and other factors could cause market disruptions and affect the value of
your shares in the Fund. Montgomery and its key service providers have taken
steps to address euro-related issues, but there can be no assurance that these
efforts will be sufficient.
Defensive Investments
At the discretion of its portfolio managers, the Fund may invest up to 100% of
its assets in cash and cash equivalents for temporary defensive purposes. Such a
stance may help the Fund minimize or avoid losses during adverse market,
economic or political conditions. During such a period, the Fund may not achieve
its investment objective. For example, should the market advance during this
period, the Fund may not participate as much as it would have if it had been
more fully invested.
Portfolio Turnover
The Fund's portfolio managers will sell a security when they believe it is
appropriate to do so, regardless of how long the Fund has owned that security.
Buying and selling securities generally involves some expense to the Fund, such
as commissions paid to brokers and other transaction costs. By selling a
security, the Fund may realize taxable capital gains that it will subsequently
distribute to shareholders. Generally speaking, the higher the Fund's annual
portfolio turnover, the greater its brokerage costs and the greater the
likelihood that it will realize taxable capital gains. Increased brokerage costs
may adversely affect the Fund's performance. Also, unless you are a tax-exempt
investor or you purchase shares through a tax-deferred account, the distribution
of capital gains may lower your after-tax return. Annual portfolio turnover of
100% or more is considered high. See "Financial Highlights," beginning on page
11, for the Fund's historical portfolio turnover.
The Year 2000
The common past practice in computer programming of using just two digits to
identify a year has resulted in the year 2000 challenge throughout the
information technology industry. If unchanged, many computer applications and
systems could misinterpret dates occurring after December 31, 1999, leading to
errors or failure. This failure could adversely affect the Fund's operations,
including pricing, securities trading, and the servicing of shareholder
accounts.
Montgomery is dedicated to providing uninterrupted, high-quality performance
from our computer systems before, during and after 2000. We are now completing
tests on our internal systems. Montgomery
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<PAGE>
is diligently working with external partners, suppliers, vendors and other
service providers to ensure that the systems with which we interact will remain
operational at all times.
In addition to taking reasonable steps to secure our internal systems and
external relationships, Montgomery is further developing contingency plans
intended to ensure that unexpected systems failures will not adversely affect
the Fund's operations. Montgomery intends to monitor these processes through the
rollover of 1999 into 2000 and to quickly implement alternative solutions if
necessary.
Despite Montgomery's efforts and contingency plans, however, noncompliant
computer systems could have a material adverse effect on the Fund's business,
operations or financial condition. Additionally, the Fund's performance could be
hurt if a computer system failure at a company or governmental unit affects the
prices of securities the Fund owns. Issuers in countries outside the United
States, particularly in emerging markets, may not be required to make the same
level of disclosure about year 2000 readiness as required in the United States.
Montgomery, of course, cannot examine any company and its major suppliers to
verify their year 2000 readiness. Montgomery understands that many foreign
countries and companies are well behind their U.S. counterparts in preparing for
2000.
Additional Information on the Benchmarks for the Fund
The Morgan Stanley Capital International (MCSI) All-Country World-Free Index is
a capitalization-weighted index composed of securities listed on the stock
exchanges of more than 45 developed and emerging countries, including the United
States.
The Morgan Stanley Capital International (MSCI) Europe, Australasia and Far East
(EAFE) Index, a capitalization-weighted index, is composed of 21 developed
market countries in Europe, Australasia and the Far East. The returns are
presented net of dividend withholding taxes.
-10-
<PAGE>
FINANCIAL HIGHLIGHTS
<TABLE>
The following financial information for the period ended March 31, 1999, was
audited by PricewaterhouseCoopers LLP ("PricewaterhouseCoopers"), whose report,
dated June 11, 1999, appears in the 1999 Annual Report of this Fund. The
information for the period ended March 31, 1998, was also audited by
PricewaterhouseCoopers, whose report is also included here. These financial
highlights are intended to help you understand the Fund's financial performance.
The total return in the table represents the rate that an investor would have
earned (or lost) on an investment in the Fund (assuming reinvestment of all
dividends and distributions).
MONTGOMERY GLOBAL LONG-SHORT FUND (a)
<CAPTION>
Class B Class B Class C Class C
Selected Per-Share Data for the Year or Period Ended: 3/31/99# 3/31/98# 3/31/99# 3/31/98#
<S> <C> <C> <C> <C>
Net asset value--beginning of period $12.64 $10.00 $11.83 $10.00
- ----------------------------------------------------------------------------------------------------------------------
Net investment income/(loss)# (0.16) 0.00## (0.15) 0.00##
Net realized and unrealized gain/(loss) on investments 4.87 2.64 4.55 1.83
Net increase/(decrease) in net assets
resulting from investment operations 4.71 2.64 4.40 1.83
Distributions to shareholders:
Dividends from net investment income -- -- -- --
Distributions in excess of net investment income -- -- -- --
Distributions from net realized capital gains (1.10) -- (1.10) --
Distributions in excess of net capitalized gains -- -- -- --
Distributions from capital -- -- -- --
Total distributions: (1.10) -- (1.10) --
Net asset value--end of period $16.25 $12.64 $15.13 $11.83
- ----------------------------------------------------------------------------------------------------------------------
Total return* 38.88% 26.50% 38.81% 18.50%
- ----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets/supplemental data:
Net assets, end of year (in 000s) $17,031 $61 $6,425 $202
Ratio of net investment income/(loss) to
average net assets (1.10)% (0.10)%+ (1.10)% (0.10)%+
Ratio of net investment income/(loss), before
reduction of fees by Manager, to average net
assets 1.49% (2.52)%+ 1.49% (2.52)%+
Portfolio turnover rate 226% 84% 226% 84%
Expense ratio before reduction of fees by
Manager, including interest and tax expenses 4.54% 5.94%+ 4.54% 5.94%+
Expense ratio including interest and tax expenses 4.15% 3.53%+ 4.15% 3.53%+
Expense ratio excluding interest and tax expenses 3.10% 3.10%+ 3.10% 3.10%+
<FN>
(a) The Global Long-Short Fund commenced operations on December 31, 1997.
* Total return represents aggregate total return for the period indicated and
does not include sales charges or redemption fees.
# Per-share numbers have been calculated using the average share method,
which more appropriately represents the per-share data for the period, as
the use of the undistributed income method did not accord with the results
of operations.
## Amount represents less than $0.01 per share.
+ Annualized.
</FN>
</TABLE>
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<PAGE>
WHAT YOU NEED TO KNOW ABOUT YOUR MONTGOMERY ACCOUNT
You pay no front-end sales charge to invest in the Fund. You may, however, be
subject to a contingent deferred sales charge (CDSC) under certain conditions
(see "Selling Shares" below and the Statement of Additional Information for
further details). Trade requests received after the close of trading on the New
York Stock Exchange (NYSE), normally 1:00 P.M. Pacific time (4:00 P.M. eastern
time) will be executed at the following business day's closing price. The
minimum initial investment for the Fund is $2,000, and the minimum subsequent
investment is $500. Under certain conditions we may waive these minimums. If you
buy shares through a broker or investment advisor, different requirements may
apply. All investments must be made in U.S. dollars. Purchases may also be made
in certain circumstances by payment of securities (see "In-Kind Redemptions"
below and the Statement of Additional Information for further details).
We must receive payment from you within three business days of your purchase. In
addition, the Fund and the Distributor each reserve the right to reject any
purchase.
From time to time, Montgomery may close and reopen the Fund to new investors at
its discretion. Shareholders who maintain open accounts in the Fund when it
closes may make additional investments in it. If the Fund is closed and you
redeem your total investment in the Fund, your account will be closed and you
will not be able to make any additional investments in the Fund.
How Fund Shares Are Priced
How and when we calculate the Fund's price or net asset value (NAV) determines
the price at which you will buy or sell shares. We calculate the Fund's NAV by
dividing the total value of its assets by the number of outstanding shares. We
base the value of the Fund's investments on its market value, usually the last
price reported for each security before the close of market that day. A market
price may not be available for securities that trade infrequently. Occasionally,
an event that affects a security's value may occur after the market closes. This
is more likely to happen for foreign securities traded in foreign markets that
have different time zones than in the United States. Major developments
affecting the prices of those securities may occur after the foreign markets in
which such securities trade have closed, but before the Fund calculates its NAV.
In this case, Montgomery, under the supervision of the Fund's Board of Trustees
or Pricing Committee, will make a good-faith estimate of the security's "fair
value," which may be higher or lower than the security's closing price in its
relevant market.
We calculate the NAV of the Fund after the close of trading on the NYSE every
day that the NYSE is open. We do not calculate the NAV on the days that the NYSE
is closed for trading. An exception applies as described below. If we receive
your order by the close of trading on the NYSE, you can purchase shares at the
price calculated for that day. The NYSE usually closes at 4:00 P.M. on weekdays,
except for holidays. If your order and payment are received after the NYSE has
closed, your shares will be priced at the next NAV we determine after the
receipt of your order. More details about how we calculate the Fund's NAV are in
the Statement of Additional Information.
> The Fund invests in securities denominated in foreign currencies and traded
on foreign exchanges. To determine their value, we convert their
foreign-currency price into U.S. dollars by using the exchange rate last
quoted by a major bank. Exchange rates fluctuate frequently and may affect
the U.S. dollar value of foreign-denominated securities, even if their
market price does not change. In addition, some foreign exchanges are open
for trading when the U.S. market is closed. As a result, the Fund's foreign
securities--and its price--may fluctuate during periods when you can't buy,
sell or exchange shares in the Fund.
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<PAGE>
Foreign Investors
Foreign citizens and resident aliens of the United States living abroad may not
invest in the Fund.
INVESTING IN THE FUND THROUGH FINANCIAL INTERMEDIARIES
You may purchase and sell shares through securities brokers and benefit plan
administrators or their subagents. You should contact them directly for
information regarding how to invest or redeem through them. They may also charge
you service or transaction fees. If you purchase or redeem shares through them,
you will receive the NAV calculated after receipt of the order by them
(generally, 4:00 P.M. eastern time) on any day the NYSE is open. If your order
is received by them after that time, it will be purchased or redeemed at the
next calculated NAV. Brokers and benefit plan administrators who perform
shareholder servicing for the Fund may receive fees from the Fund or Montgomery
for providing these services.
Exchanging Shares
You may exchange shares in the Fund for shares in another, in accounts with the
same registration, Taxpayer Identification Number and address. Applicable
minimums apply to exchanges as well as purchases. Note that an exchange is
treated as a sale of the shares owned and may result in a realized gain or loss
for tax purposes. Additionally, you may be subject to a contingent deferred
sales charge under certain conditions (see "Selling Shares" below and the
Statement of Additional Information for further details). You may exchange
shares by phone, at (800) 572-FUND [3863] option 2.
Other Exchange Policies
[] We will process your exchange order at the next-calculated NAV. This means
that if your exchange order is received after 4:00 P.M. on a particular day, it
will be processed at the NAV calculated on the next trading day.
[] You may exchange shares from another Montgomery Fund into this Fund only if
it is available for sale in your state. You may not exchange shares in the Fund
for shares of another that is currently closed to new investors unless you are
already a shareholder in the closed Fund.
[] Because excessive exchanges can harm the Fund's performance, we reserve the
right to terminate your exchange privileges if you make more than four exchanges
out of any one Fund during a 12-month period. We may also refuse an exchange
into a Fund from which you have sold shares within the previous 90 days
(accounts under common control and accounts having the same Taxpayer
Identification Number will be counted together).
Selling Shares
You may sell some or all of your Fund shares on days that the NYSE is open for
trading. Note that a redemption may result in a realized gain or loss for tax
purposes.
> Your shares will be sold at the next NAV we calculate for the Fund after
receiving your order. We will promptly pay the proceeds to you, less any
contingent deferred sales charges (see below), normally within three
business days of receiving your order and all necessary documents
(including a written redemption order with the appropriate signature
guarantee). We will mail or wire you the proceeds, depending on your
instructions. Although shares purchased by check will be redeemed at the
next-calculated NAV, redemption proceeds will not be made available until
the check clears, which may take up to 15 days after the purchase date.
Within this 15-day period, you may choose to exchange your investment into
a Montgomery Money Market Fund if you have a prospectus for one of those
Funds.
-13-
<PAGE>
[] Class B Shares Shareholders who redeem or exchange Class B shares will be
subject to a CDSC if they redeemed or exchanged those shares within six years of
purchase, as shown in the following table:
- --------------------------------------------------------------------------------
DURING THE FOLLOWING
YEAR(S) OF PURCHASE CDSC
- --------------------------------------------------------------------------------
1st year 5.00%
- --------------------------------------------------------------------------------
2nd year 4.00%
- --------------------------------------------------------------------------------
3rd year 3.00%
- --------------------------------------------------------------------------------
4th year 3.00%
- --------------------------------------------------------------------------------
5th year 2.00%
- --------------------------------------------------------------------------------
6th year 1.00%
- --------------------------------------------------------------------------------
After 6 years None
- --------------------------------------------------------------------------------
Class B shares will automatically convert to Class R shares at the beginning of
the seventh year after purchase.
[] Class C Shares Shareholders who redeem or exchange Class C shares within one
year of purchase will be charged a CDSC of 1.00%. There is no CDSC imposed on
Class C shares acquired through reinvestment of dividends or capital gains.
[] Class B and C Shares The CDSC will be imposed on the lesser of the original
purchase price or the NAV of the redeemed or exchanged shares at the time of the
redemption. CDSC calculations are based on the specific shares involved, not the
value of the account. To keep your CDSC as low as possible, each time you place
a request to sell or exchange shares we will first sell or exchange any shares
in your account that are not subject to a CDSC. If there are not enough of these
shares to meet your request, we will sell or exchange your shares on a first-in,
first-out basis. Your financial consultant or institution may elect to waive
some or all of the payment, thereby reducing or eliminating the otherwise
applicable CDSC.
In accordance with the rules of the Securities and Exchange Commission, we
reserve the right to suspend redemptions under extraordinary circumstances.
Other Policies
Minimum Account Balances
Due to the costs of maintaining small accounts, we require a minimum Fund
account balance of $2,000. If your account balance falls below that amount for
any reason, we will ask you to add to your account. If your account balance is
not brought up to the minimum or you do not send us other instructions, we will
redeem your shares and send you the proceeds. We believe that this policy is in
the best interests of all our shareholders.
-14-
<PAGE>
Expense Limitations
Montgomery Asset Management may reduce its management fees and absorb expenses
in order to maintain total operating expenses (excluding interest, taxes and
dividend expenses) for the Fund below its previously set operating expense
limit. The Investment Management Agreement allows Montgomery three years to
recoup amounts previously reduced or absorbed, provided the Fund remains within
the applicable expense limitation. Montgomery generally seeks to recoup the
oldest amounts before seeking payment of fees and expenses for the current year.
Other Classes of Shares
This prospectus describes only the Fund's Class B and Class C shares. The
Montgomery Funds II offers other classes of shares of the Fund with different
fees and expenses to eligible investors.
Shareholder Servicing Plan
The Fund has adopted a Shareholder Servicing Plan, under which the Fund pays
Montgomery or its Distributor a shareholder servicing fee at an annual rate of
up to 0.25% of the Fund's average daily net assets. The fee is intended to
reimburse the recipient for providing or arranging for services to shareholders.
The fee may also be used to pay certain brokers, transfer agents and other
financial intermediaries for providing shareholder services.
Share Marketing Plan ("Rule 12b-1 Plan")
The Fund has adopted a Rule 12b-1 Plan for the Class B and Class C shares. Under
the Rule 12b-1 Plan, the Fund will pay distribution fees to the Distributor at
an annual rate of seventy-five one-hundredths of one percent (0.75%) of the
Fund's aggregate average daily net assets attributable to its Class B and Class
C shares to reimburse the Distributor for its distribution costs with respect to
such classes. Because the Rule 12b-1 fees are paid out of the Fund's assets on
an ongoing basis, over time these fees will increase the cost of your investment
and may cost you more than paying other types of sales charges.
In-Kind Redemptions
When in the judgment of the Manager it is consistent with the best interests of
the Fund, an investor may redeem shares of the Fund and receive securities from
the Fund's portfolio selected by the Manager at its sole discretion, provided
that such redemption is not expected to affect the Fund's ability to attain its
investment objective or otherwise materially affect its operations. For the
purposes of redemptions in kind, the redeemed securities shall be valued at the
identical time and in the identical manner that the other portfolio securities
are valued for purposes of calculating the net asset value of the Fund's shares.
Telephone Transactions
By buying, selling or exchanging shares over the phone, you agree to reimburse
the Fund for any expenses or losses incurred in connection with transfers of
money from your account. This includes any losses or expenses caused by your
bank's failure to honor your debit or act in accordance with your instructions.
If your bank makes erroneous payments or fails to make payment after you buy
shares, we may cancel the purchase and immediately terminate your telephone
transaction privilege. In addition, we may discontinue these privileges at any
time upon prior written notice. You may discontinue phone privileges at any
time.
The shares you purchase by phone will be priced at the first net asset value we
determine after receiving your order. You will not actually own the shares,
however, until we receive your payment in full. If we do
-15-
<PAGE>
not receive your payment within three business days of your request, we will
cancel your purchase. You may be responsible for any losses incurred by the Fund
as a result.
Please note that we cannot be held liable for following telephone instructions
that we reasonably believe to be genuine. We use several safeguards to ensure
that the instructions we receive are accurate and authentic, such as:
> Recording certain calls
> Requiring a special authorization number or other personal information not
likely to be known by others
> Sending a transaction confirmation to the investor
Montgomery and its Transfer Agent may be held liable for any losses due to
unauthorized or fraudulent telephone transactions only if we have not followed
these reasonable procedures.
We reserve the right to revoke the telephone transaction privilege of any
shareholder at any time if he or she has used abusive language or misused the
phone privilege by making purchases and redemptions that appear to be part of a
systematic market-timing strategy.
If you notify us that your address has changed, we will temporarily suspend your
telephone redemption privileges until 30 days after your notification to protect
you and your account. We require all redemption requests made during this period
to be in writing with a signature guarantee.
Shareholders may experience delays in exercising telephone redemption privileges
during periods of volatile economic or market conditions. In these cases you may
want to transmit your redemption request:
> Via overnight courier
> By telegram
Tax Withholding Information
Be sure to complete the Taxpayer Identification Number (TIN) section of the New
Account application. If you don't have a Social Security Number or TIN, apply
for one immediately by contacting the local office of the Social Security
Administration or the Internal Revenue Service (IRS). If you do not provide us
with a TIN or a Social Security Number, federal tax law may require us to
withhold 31% of your taxable dividends, capital-gain distributions, and
redemption and exchange proceeds (unless you qualify as an exempt payee under
certain rules).
Other rules about TINs apply for certain investors. For example, if you are
establishing an account for a minor under the Uniform Gifts to Minors Act, you
should furnish the minor's TIN. If the IRS has notified you that you are subject
to backup withholding because you failed to report all interest and dividend
income on your tax return, you must check the appropriate item on the New
Account application.
After You Invest
Taxes
IRS rules require that the Fund distribute all of its net investment income and
capital gains, if any, to shareholders. Capital gains may be taxable at
different rates depending on the length of time the Fund holds its assets. We
will inform you about the source of any dividends and capital gains upon
payment. After the close of each calendar year, we will advise you of their tax
status. The Fund's distributions, whether received in cash or reinvested, may be
taxable. Any redemption of the Fund's shares or any
-16-
<PAGE>
exchange of the Fund's shares for another Fund will be treated as a sale, and
any gain on the transaction may be taxable.
Additional information about tax issues relating to the Fund can be found in the
Statement of Additional Information, available free by calling (800) 572-FUND
[3863]. Consult your tax advisor about the potential tax consequences of
investing in the Fund.
Dividends and Distributions
<TABLE>
As a shareholder in the Fund, you may receive income dividends and capital-gain
distributions for which you will owe taxes (unless you invest solely through a
tax-advantaged account such as an IRA or a 401(k) plan). Dividends and
distributions are paid to all shareholders who maintain accounts with the Fund
as of its "record date" and according to the following schedule:
- ---------------------------------------------------------------------------------------------------------------
<CAPTION>
INCOME DIVIDENDS CAPITAL GAINS
<S> <C> <C>
Global Long-Short Fund Declared and paid in the last quarter Declared and paid in the last quarter
of each calendar year* of each calendar year*
- ---------------------------------------------------------------------------------------------------------------
<FN>
*Following its fiscal year end March 31 (June 30 beginning in 1999), the Fund
may make additional distributions to avoid the imposition of a tax.
</FN>
</TABLE>
If you would like to receive distributions in cash, indicate that choice on your
New Account application. Otherwise, the distributions will be reinvested in
additional Fund shares.
Keeping You Informed
After you invest you will receive our Shareholder Services Guide, which includes
more information about buying, exchanging and selling shares in The Montgomery
Funds. It also describes in more detail useful tools for investors such as the
Montgomery Star System and online transactions.
During the year, we will also send you the following communications:
[] Confirmation statements
[] Account statements, mailed after the close of each calendar quarter
[] Annual and semiannual reports, mailed approximately 60 days after March 31
and September 30
[] 1099 tax form, sent by January 31
[] Annual updated prospectus, mailed to existing shareholders in the fall
To save you money, we will send only one copy of each shareholder report or
other mailing to your household if you hold accounts under common ownership or
at the same address (regardless of the number of shareholders or accounts at
that household or address), unless you request additional copies.
HOW TO AVOID "BUYING A DIVIDEND"
If you plan to purchase shares in the Fund, check if it is planning to make a
distribution in the near future. Here's why: If you buy shares of the Fund just
before a distribution, you'll pay full price for the shares but receive a
portion of your purchase price back as a taxable distribution. This is called
"buying a dividend." Unless you hold the Fund in a tax-deferred account, you
will have to include the distribution in your gross income for tax purposes,
even though you may not have participated in the Fund's appreciation.
-17-
<PAGE>
OUR PARTNERS
As a Montgomery shareholder, you may see the names of our partners on a regular
basis. We all work together to ensure that your investments are handled
accurately and efficiently.
Funds Distributor, Inc., located in New York City and Boston, distributes The
Montgomery Funds.
DST Systems, located in Kansas City, Missouri, provides transfer agent services
and performs certain recordkeeping and accounting functions for the Fund.
You can find more information about the Montgomery Global Long-Short Fund's
investment policies in the Statement of Additional Information (SAI),
incorporated by reference in this prospectus, which is available free of charge.
To request a free copy of the SAI, call us at (800) 572-FUND [3863]. You can
review and copy further information about The Montgomery Funds II, including the
SAI, at the Securities and Exchange Commission's (SEC's) Public Reference Room
in Washington, D.C. Call (800) SEC-0330 to obtain information about the
operation of the Public Reference Room. Reports and other information about The
Montgomery Funds II are available through the SEC's Web site at www.sec.gov. You
can also obtain copies of this information, upon payment of a duplicating fee,
by writing the Public Reference Section of the SEC, Washington, D.C.,
20549-6009.
You can also find further information about Montgomery Global Long-Short Fund in
our annual and semiannual shareholder reports, which discuss the market
conditions and investment strategies that significantly affected the Fund's
performance during the previous fiscal period. To request a free copy of the
most recent annual or semiannual report, call us at (800) 572-FUND [3863].
Corporate Headquarters:
The Montgomery Funds
101 California Street
San Francisco, CA 94111-9361
(800) 572-FUND [3863]
www.montgomeryfunds.com
SEC File Nos.: The Montgomery Funds II 811-8064
Funds Distributor, Inc. 7/99
-18-
<PAGE>
---------------------------------------------------------------------------
PART C
OTHER INFORMATION
---------------------------------------------------------------------------
<PAGE>
THE MONTGOMERY FUNDS II
--------------
FORM N-1A
--------------
PART C
--------------
Item 23. Exhibits
(a) Amended and Restated Agreement and Declaration of Trust as
incorporated by reference to Post-Effective Amendment No. 37
to the Registration Statement as filed with the Commission on
October 29, 1998 ("Post-Effective Amendment No. 37").
(b) Amended and Restated By-Laws is incorporated by reference to
Post-Effective Amendment No. 37.
(c) Instruments Defining Rights of Security Holder - Not
applicable.
(d) Investment Advisory Contracts - Form of Investment Management
Agreement is incorporated by reference to Post-Effective
Amendment No. 22 to the Registration Statement as filed with
the Commission on July 31, 1997 ("Post-Effective Amendment No.
22").
(e) Form of Underwriting Agreement is incorporated by reference to
Post-Effective Amendment No. 22.
(f) Bonus or Profit Sharing Contracts - Not applicable.
(g) Form of Custody Agreement is incorporated by reference to
Post-Effective Amendment No. 37.
(h) Other Material Contracts:
(1) Form of Administrative Services Agreement is
incorporated by reference to Post-Effective Amendment
No. 22.
(2) Form of Shareholder Services Plan is incorporated by
reference to Post-Effective Amendment No. 37.
(i) Opinion of Counsel as to legality of shares is incorporated by
reference to Post-Effective Amendment No. 42 to the
Registration Statement as filed with the Commission on May 27,
1999.
(j) Other Opinions: Independent Auditors' Consent - Filed
herewith.
(k) Omitted Financial Statements - Not applicable.
(l) Initial Capital Agreements: Letter of Understanding re:
Initial Shares is incorporated by reference to Post-Effective
Amendment No. 37.
(m) Rule 12b-1 Plan: Form of Share Marketing Plan (Rule 12b-1Plan)
is incorporated by reference to Post-Effective Amendment No.
22.
(n) Financial Data Schedule. - Not applicable.
(o) 18f-3 Plan - Form of Amended and Restated Multiple Class Plan
is incorporated by reference to Post-Effective Amendment No.
37.
<PAGE>
Item 24. Persons Controlled by or Under Common Control with the Fund
Montgomery Asset Management, LLC, a Delaware limited liability company,
is the manager of each series of the Registrant, of The Montgomery Funds, a
Massachusetts business trust, and of The Montgomery Funds III, a Delaware
business trust. Montgomery Asset Management, LLC is a subsidiary of Commerzbank
AG based in Frankfurt, Germany. The Registrant, The Montgomery Funds and The
Montgomery Funds III are deemed to be under the common control of each of those
two entities.
Item 25. Indemnification
Article VII 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, as amended (the "1933 Act"), 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 1933 Act 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 1933 Act
and will be governed by the final adjudication of such issue.
Item 26. Business and Other Connections of the Investment Adviser
Effective July 31, 1997, Montgomery Asset Management, L.P. completed
the sale of substantially all of its assets to the current investment manager,
Montgomery Asset Management, LLC ("MAM, LLC"), a subsidiary of Commerzbank A.G.
Information about the officers and directors of MAM, LLC is provided below. The
address for the following persons is 101 California Street, San Francisco,
California 94111.
R. Stephen Doyle Chairman of the Board of Directors
and Chief Executive Officer of
MAM, LLC
Mark B. Geist President and Director of MAM, LLC
F. Scott Tuck Executive Vice President of MAM, LLC
David E. Demarest Secretary, Treasurer and Executive
Vice President of MAM, LLC
The following directors of MAM, LLC also are officers of Commerzbank
AG. The address for the following persons is Neue Mainzer Strasse
32-36, Frankfurt am Main, Germany.
Heinz Josef Hockmann Director of MAM, LLC
Dietrich-Kurt Frowein Director of MAM, LLC
Andreas Kleffel Director of MAM, LLC
C-2
<PAGE>
Item 27. Principal Underwriter
(a) Funds Distributor, Inc. (the "Distributor") acts as principal
underwriter for the following investment companies.
American Century California Tax-Free and Municipal Funds
American Century Capital Portfolios, Inc.
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust
American Century Mutual Funds, Inc.
American Century Premium Reserves, Inc.
American Century Quantitative Equity Funds
American Century Strategic Asset Allocations, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
BJB Investment Funds
The Brinson Funds
Dresdner RCM Capital Funds, Inc.
Dresdner RCM Equity Funds, Inc.
Founders Funds, Inc.
Harris Insight Funds Trust
HT Insight Funds, Inc. d/b/a Harris Insight Funds
J.P. Morgan Institutional Funds
J.P. Morgan Funds
JPM Series Trust
JPM Series Trust II
LaSalle Partners Funds, Inc.
Kobrick-Cendant Investment Trust
Merrimac Series
Monetta Fund, Inc.
Monetta Trust
The Montgomery Funds
The Montgomery Funds II
The Munder Framlington Funds Trust
The Munder Funds Trust
The Munder Funds, Inc.
National Investors Cash Management Fund, Inc.
Orbitex Group of Funds
SG Cowen Funds, Inc.
SG Cowen Income + Growth Fund, Inc.
SG Cowen Standby Reserve Fund, Inc.
SG Cowen Standby Tax-Exempt Reserve Fund, Inc.
SG Cowen Series Funds, Inc.
St. Clair Funds, Inc.
The Skyline Funds
Waterhouse Investors Family of Funds, Inc.
C-3
<PAGE>
WEBS Index Fund, Inc.
The Distributor is registered with the Securities and Exchange
Commission as a broker-dealer and is a member of the National
Association of Securities Dealers. Funds Distributor is
located at 60 State Street, Suite 1300, Boston, Massachusetts
02109. Funds Distributor is an indirect wholly owned
subsidiary of Boston Institutional Group, Inc., a holding
company all of whose outstanding shares are owned by key
employees.
(b) The following is a list of the executive officers, directors
and partners of Funds Distributor, Inc.
Director, President and Chief Marie E. Connolly
Executive Officer
Executive Vice President George A. Rio
Executive Vice President Donald R. Roberson
Executive Vice President William S. Nichols
Senior Vice President, General Margaret W. Chambers
Counsel, Chief Compliance
Officer, Secretary and Clerk
Senior Vice President Michael S. Petrucelli
Director, Senior Vice President, Joseph F. Tower, III
Treasurer and Chief Financial
Officer
Senior Vice President Paula R. David
Senior Vice President Allen B. Closser
Senior Vice President Bernard A. Whalen
Chairman and Director William J. Nutt
(c) Not Applicable.
Item 28. Location of Accounts and Records.
The accounts, books, or other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940, as amended (the "Investment
Company Act") will be kept by the Registrant's Transfer Agent, DST Systems,
Inc., P.O. Box 1004 Baltimore, Kansas City, Missouri 64105, except those records
relating to portfolio transactions and the basic organizational and Trust
documents of the Registrant (see Subsections (2)(iii), (4), (5), (6), (7), (9),
(10) and (11) of Rule 31a-1(b)), which will be kept by the Registrant at 101
California Street, San Francisco, California 94111.
Item 29. Management Services.
There are no management-related service contracts not discussed in
Parts A and B.
Item 30. Undertakings.
(a) Not applicable.
(b) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's last
annual report to shareholders, upon request and without
charge.
(c) Registrant has undertaken to comply with Section 16(a) of the
Investment Company Act which requires the prompt convening of
a meeting of shareholders to elect trustees to fill existing
vacancies in the Registrant's Board of Trustees in the event
that less than a majority of the trustees have been elected to
such position by shareholders. Registrant has also undertaken
promptly to call a meeting of shareholders for the purpose of
voting upon the question of removal of any Trustee or Trustees
when requested in writing to do so by the record holders of
not less than 10 percent of the Registrant's outstanding
shares and to assist its shareholders in communicating with
other shareholders in accordance with the requirements of
Section 16(c) of the Investment Company Act.
C-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that this Amendment meets all of the requirements to become effective under Rule
485(b) of the Securities Act of 1933 and has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, the State of California, on this
30th day of July 1999.
THE MONTGOMERY FUNDS II
By: George A. Rio*
--------------------------------
George A. Rio
President and Principal
Executive Officer;
Treasurer and Principal
Financial and
Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registrant's Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
George A. Rio* President and July 30, 1999
- ----------------------- Principal Executive Officer,
George A. Rio Treasurer and Principal
Financial and Accounting
Officer
R. Stephen Doyle* Chairman of the July 30, 1999
- ----------------------- Board of Trustees
R. Stephen Doyle
Andrew Cox* Trustee July 30, 1999
- -----------------------
Andrew Cox
Cecilia H. Herbert* Trustee July 30, 1999
- -----------------------
Cecilia H. Herbert
John A. Farnsworth* Trustee July 30, 1999
- -----------------------
John A. Farnsworth
* By: /s/ Julie Allecta
---------------------------
Julie Allecta, Attorney-in-Fact pursuant to Powers of Attorney
previously filed.
C-5
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Exhibit 23 (j)
Consent of Independent Accountants
--------------------------------------------------------------------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 45 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated June 11, 1999, relating to the financial
statements and financial highlights appearing in the June 30, 1999 Annual Report
to Shareholders of Montgomery Global Long-Short Fund (a portfolio of the
Montgomery Funds II), which are also incorporated by reference into the
Registration Statement. We also consent to the references to us under the
heading "Financial Highlights" in the Prospectus and under the heading "General
Information" in the Statement of Additional Information.
/s/ PricewaterhouseCoopers LLP
San Francisco, CA
August 2, 1999
