MONTGOMERY FUNDS I
497, 1996-11-21
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                                                               RULE 497(e):
                                                               33-34841;811-6011


The Montgomery Funds
101 California Street
San Francisco, California 94111
(800) 572-FUND

Prospectus
November 12, 1996


The following ten mutual funds (the "Funds") are offered in this Prospectus:



          o Montgomery Growth Fund
          o Montgomery Equity Income Fund
          o Montgomery Small Cap Opportunities Fund
          o Montgomery International Growth Fund
          o Montgomery International Small Cap Fund
          o Montgomery Emerging Markets Fund
          o Montgomery Asset Allocation Fund
          o Montgomery Select 50 Fund
          o Montgomery Short Government Bond Fund
          o Montgomery Government Reserve Fund

Each Fund's shares offered in this Prospectus (the Class P shares) are sold only
through financial  intermediaries and financial professionals at net asset value
with no sales load, no commissions, and no exchange fees. The Class P shares are
subject to a Rule 12b-1  distribution fee as described in this  prospectus.  The
minimum  initial  investment in each Fund is $1,000 and  subsequent  investments
must be at least $100. The Manager or the  Distributor may waive these minimums.
See "How to Invest in the Funds."

Each Fund is a separate series of either The Montgomery  Funds or The Montgomery
Funds  II,  both  open-end  management  investment  companies,  and  managed  by
Montgomery Asset  Management,  L.P. (the "Manager"),  an affiliate of Montgomery
Securities (the  "Distributor").  Each Fund has its own investment objective and
policies designed to meet different  investment goals. As with all mutual funds,
attainment of each Fund's investment objective cannot be assured.

Please read this Prospectus before investing and retain it for future reference.
A Statement  of  Additional  Information  dated  November  12,  1996,  as may be
revised,  has been  filed  with  the  Securities  and  Exchange  Commission,  is
incorporated by this reference and is available  without charge by calling (800)
572-FUND.  If you are viewing the electronic  version of this prospectus through
an on-line computer service, you may request a printed version free of charge by
calling (800) 572-FUND.

The Internet address for The Montgomery Funds is www.xperts.montgomery.com/1.


AN  INVESTMENT  IN THE  FUNDS IS  NEITHER  INSURED  NOR  GUARANTEED  BY THE U.S.
GOVERNMENT.  THERE CAN BE NO ASSURANCE THAT MONTGOMERY  GOVERNMENT  RESERVE FUND
WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                                        1

<PAGE>



TABLE OF CONTENTS
- -----------------------------------------------------

      The Montgomery Funds                                                   3

      Fees and Expenses of the Funds                                         4

      Financial Highlights                                                   6

      The Funds' Investment Objectives and Policies                          9

      Portfolio Securities                                                  13

      Other Investment Practices                                            16

      Risk Considerations                                                   18

      Management of the Funds                                               19

      How To Contact The Funds                                              24

      How To Invest in the Funds                                            24

      How To Redeem an Investment in the Funds                              27

      Exchange Privileges and Restrictions                                  29

      How Net Asset Value is Determined                                     30

      Dividends and Distributions                                           31

      Taxation                                                              32

      General Information                                                   32

      Backup Withholding                                                    34



                                        2

<PAGE>

<TABLE>
<CAPTION>
                              The Montgomery Funds

The  Funds'  investment   objectives  are  summarized  below.  See  "The  Funds'
Investment Objectives and Policies" beginning on page 9, "Portfolio  Securities"
beginning  on page 13,  "Other  Investment  Practices"  beginning on page 16 and
"Risk Considerations" beginning on page 18 for more detailed information.

                                                       The Equity Funds
<S>                                                                <C>
- -----------------------------------------------------------        --------------------------------------------------------
Montgomery Growth Fund                                             Montgomery Equity Income Fund
Seeks capital appreciation by investing primarily in               Seeks current income and capital appreciation by
equity securities, usually common stocks, of domestic              investing primarily in income-producing equity
companies of all sizes and emphasizes companies having             securities of domestic companies, with the goal to
market capitalizations of $1 billion or more.                      provide significantly greater yield than the average
                                                                   yield offered by the stocks of the S&P 500 and a low
                                                                   level of price volatility.
- -----------------------------------------------------------        --------------------------------------------------------
                                                           
- -----------------------------------------------------------        --------------------------------------------------------
Montgomery Emerging Markets Fund                                   Montgomery Small Cap Opportunities Fund
Seeks capital appreciation by investing primarily in               Seeks capital appreciation by investing primarily in
equity securities of companies in countries having                 equity securities, usually common stocks, of small-
economies and markets generally considered by the                  capitalization domestic companies, which the Fund
World Bank or the United Nations to be emerging or                 currently considers to be companies having total
developing.                                                        market capitalizations of less than $1 billion.
- -----------------------------------------------------------        --------------------------------------------------------
                                                           
- -----------------------------------------------------------        --------------------------------------------------------
Montgomery International Growth Fund                               Montgomery International Small Cap Fund
Seeks capital appreciation by investing primarily in               Seeks capital appreciation by investing primarily in
equity securities of companies outside the United States           equity securities of companies outside the U.S. having
having total market capitalizations over $1 billion,               total market capitalizations of less than $1 billion,
sound fundamental values and potential for long-term               sound fundamental values and potential for long-term
growth at a reasonable price.                                      growth at a reasonable price.
- -----------------------------------------------------------        --------------------------------------------------------
                                                          
                                                   The Multi-Strategy Funds

- -----------------------------------------------------------        --------------------------------------------------------
Montgomery Select 50 Fund                                          Montgomery Asset Allocation Fund
Seeks capital appreciation by investing primarily in at            Seeks high total return, while also seeking to reduce
least 50 different equity securities of companies of all           risk, through a strategic or active allocation of assets
sizes throughout the world.  Each of the Manager's five            among domestic stocks, fixed-income securities and
equity discipline management teams selects 10 equity               cash or cash equivalents.
securities based on the potential for capital appreciation.
- -----------------------------------------------------------        --------------------------------------------------------

                                                   The Fixed Income Funds

- -----------------------------------------------------------        --------------------------------------------------------
Montgomery Short Government Bond Fund                              Montgomery Government Reserve Fund
Seeks maximum total return consistent with preservation            Seeks current income consistent with liquidity and
of capital and prudent investment management by                    preservation of capital by investing exclusively in
investing primarily in U.S. government securities and, to          U.S. government securities, repurchase agreements
manage interest rate risk, maintains an average portfolio          for U.S. government securities and other money
effective duration comparable to or less than three-year           market funds investing exclusively in U.S.
U.S. Treasury notes.  It targets higher yields than money          government securities and such repurchase
market funds generally with less fluctuation in the value          agreements.  It seeks to maintain a stable net asset
of its shares than long-term bond funds.  This Fund does           value of $1.00 per share.
not maintain a stable net asset value of $1.00 per share.
- -----------------------------------------------------------        --------------------------------------------------------

The Funds offer other classes of shares to eligible investors. The other classes
of shares may have different fees and expenses that may affect performance.  For
information  concerning  the  other  classes  of  shares  not  offered  in  this
Prospectus,  call The  Montgomery  Funds  at (800)  572-FUND  or  contact  sales
representatives or financial intermediaries who offer those classes.

</TABLE>
                                        3

<PAGE>

                         Fees And Expenses Of The Funds


Shareholder Transaction Expenses

<TABLE>
An investor would pay the following charges when buying or redeeming shares of a
Fund:

<CAPTION>
Maximum Sales Load     Maximum Sales Load Imposed
Imposed on Purchases    on Reinvested Dividends     Deferred Sales Load     Redemption Fees+    Exchange Fees
- -------------------------------------------------------------------------------------------------------------
<S>                              <C>                        <C>                  <C>                 <C> 
        None                     None                       None                 None                None
- -------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
Annual Fund Operating Expenses (as a percentage of average net assets):

<CAPTION>
                                                                                                 Total Fund Operating
                                                                                Other Expenses         Expenses
                                                                           (after reimbursement  (after reimbursement
The Equity Funds                              Management Fee*   12b-1 Fee       unless noted)*       unless noted)*
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>               <C>                 <C>   
Montgomery Growth Fund                             0.96%          0.25%             0.39%+              1.60%+
- ----------------------------------------------------------------------------------------------------------------------
Montgomery Equity Income Fund                      0.60%          0.25%             0.25%               1.10%
- ----------------------------------------------------------------------------------------------------------------------
Montgomery Small Cap Opportunities Fund            1.20%          0.25%             0.30%               1.75%
- ----------------------------------------------------------------------------------------------------------------------
Montgomery International Small Cap Fund            1.25%          0.25%             0.65%               2.15%
- ----------------------------------------------------------------------------------------------------------------------
Montgomery International Growth Fund               1.10%          0.25%             0.55%               1.90%
- ----------------------------------------------------------------------------------------------------------------------
Montgomery Emerging Markets Fund                   1.06%          0.25%             0.66%+              1.97%+
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                                     Total Fund Operating 
                                                                                Other Expenses              Expenses
                                                                            (after reimbursement)    (after reimbursement)
The Multi-Strategy and Fixed Income Funds     Management Fee*  12b-1 Fee        unless noted)*           unless noted)* 
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>               <C>                      <C>
Montgomery Select 50 Fund                          1.25%          0.25%             0.55%                    2.05%
- --------------------------------------------------------------------------------------------------------------------------
Montgomery Asset Allocation Fund                   0.80%          0.25%             0.50%                    1.55%
- --------------------------------------------------------------------------------------------------------------------------
Montgomery Short Government Bond Fund              0.50%          0.25%             0.10%                    0.85%
- --------------------------------------------------------------------------------------------------------------------------
Montgomery Government Reserve Fund                 0.38%          0.25%             0.22%                    0.85%
- --------------------------------------------------------------------------------------------------------------------------

<FN>
This table is  intended  to assist the  investor  in  understanding  the various
expenses of each Fund.  Operating  expenses are paid out of a Fund's  assets and
are factored into the Fund's share price.  Each Fund estimates that it will have
the expenses  listed  (expressed  as a percentage of average net assets) for the
current fiscal year. Because Rule 12b-1  distribution  charges are accounted for
on a  class-level  basis (and not on an  individual  shareholders-level  basis),
individual  long-term  investors in the Class P shares of the Fund may over time
pay more than the  economic  equivalent  of the maximum  front-end  sales charge
permitted by the National Association of Securities Dealers, Inc. ("NASD"), even
though  all  shareholders  of that  Class in the  aggregate  will  not.  This is
recognized and permitted by the NASD.

+   These figures show actual expenses; no reimbursements or waivers applied.

+   Shareholders  effecting redemptions via wire transfer may be required to pay
    fees,  including the wire fee and other fees, that will be directly deducted
    from  redemption  proceeds.  The Montgomery  Funds reserve the right upon 60
    days' advance notice to  shareholders to impose a redemption fee of up to 1%
    on  shares  redeemed  within  90 days of  purchase.  See "How to  Redeem  an
    Investment in the Funds."


                                        4

<PAGE>


*   Expenses for the Funds are based on actual expenses and expense  limitations
    for the fiscal  year ended June 30,  1996 for the Class P shares  (or, if no
    Class P shares were  outstanding,  for another class of shares (but adjusted
    to include  the Rule 12b-1 fee).  The  Manager  will reduce its fees and may
    absorb or reimburse a Fund for certain  expenses to the extent  necessary to
    limit  total  annual  fund  operating  expenses  to the lesser of the amount
    indicated in the table for a Fund or the maximum allowed by applicable state
    expense  limitations.  A Fund is required to  reimburse  the Manager for any
    reductions  in the  Manager's  fee only during the two years (three years in
    the case of the Montgomery  Asset  Allocation Fund) following that reduction
    and only if such  reimbursement can be achieved within the foregoing expense
    limits. The Manager generally seeks  reimbursement for the oldest reductions
    and waivers  before  payment  for fees and  expenses  for the current  year.
    Absent  reduction  and  including the Rule 12b-1 fee for the Class P Shares,
    actual  total Fund  operating  expenses  for the period  ended June 30, 1996
    (annualized)  would have been as follows:  Montgomery  Equity  Income  Fund,
    1.70% (0.85% other expenses); Montgomery Small Cap Opportunities Fund, 2.41%
    (0.96% other expenses);  Montgomery  International Growth Fund, 3.16% (1.81%
    other expenses); Montgomery International Small Cap Fund, 3.01% (1.53% other
    expenses);  Montgomery  Asset Allocation Fund, 1.80% (0.95% other expenses);
    Montgomery  Select 50 Fund, 2.36% (0.86% other  expenses);  Montgomery Short
    Government Bond Fund, 2.50% (1.05% other expenses) and Montgomery Government
    Reserve Fund, 0.99% (0.34% other expenses).  The Manager may terminate these
    voluntary reductions at any time. See "Management of the Funds."
</FN>
</TABLE>

Example of Expenses for the Funds

<TABLE>
Assuming,  hypothetically,  that each  Fund's  annual  return is 5% and that its
operating expenses are as set forth above, an investor buying $1,000 of a Fund's
shares would have paid the following total expenses upon redeeming such shares:

<CAPTION>
                                                 1 Year           3 Years           5 Years           10 Years
- ----------------------------------------------------------------------------------------------------------------
<S>                                               <C>               <C>               <C>               <C> 
Montgomery Growth Fund                            $16               $50                $87              $190
- ----------------------------------------------------------------------------------------------------------------
Montgomery Equity Income Fund                     $11               $35                $61              $134
- ----------------------------------------------------------------------------------------------------------------
Montgomery Small Cap Opportunities Fund           $18               $55                $95              $206
- ----------------------------------------------------------------------------------------------------------------
Montgomery International Small Cap Fund           $22               $67               $115              $248
- ----------------------------------------------------------------------------------------------------------------
Montgomery International Growth Fund              $19               $60               $103              $222
- ----------------------------------------------------------------------------------------------------------------
Montgomery Emerging Markets Fund                  $20               $62               $106              $230
- ----------------------------------------------------------------------------------------------------------------
Montgomery Select 50 Fund                         $21               $64               $110              $238
- ----------------------------------------------------------------------------------------------------------------
Montgomery Asset Allocation Fund                  $16               $49                $84              $185
- ----------------------------------------------------------------------------------------------------------------
Montgomery Short Government Bond Fund              $9               $27                $47              $105
- ----------------------------------------------------------------------------------------------------------------
Montgomery Government Reserve Fund                 $9               $27                $47              $105
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

This example is to show the effect of expenses.  This example does not represent
past or future expenses or returns; actual expenses and returns may vary.


                                        5

<PAGE>

                              Financial Highlights
                       Selected Per Share Data and Ratios

<TABLE>
       The following  financial  information for the periods ended June 30, 1992
through June 30, 1996 was audited by Deloitte & Touche LLP, whose report,  dated
August 16, 1996,  appears in the 1996 Annual Report of the Funds. This financial
information  for periods  indicated with the note "R" relate to another class of
shares of the Funds not  subject to the Class P Rule 12b-1 fee because the Class
P shares were not offered during those periods.

<CAPTION>
                                                                            GROWTH FUND                          SMALL CAP
                                                                                                             OPPORTUNITIES FUND
Selected Per Share Data for the Year or Period Ended:          1996(a)         1995R        1994(a)R             1996(b)#R
<S>                                                            <C>          <C>           <C>                   <C>
Net asset value-- beginning of year                            $19.22         $15.27         $12.00                $12.00
- --------------------------------------------------------------------------------------------------------------------------------
Net investment income                                            0.03           0.12           0.04                  0.02
Net realized and unrealized gain on investments                  2.69           3.91           3.31++                3.78++
- --------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from
  investment operations                                          2.72           4.03           3.35                  3.80
- --------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Dividends from net investment income                            --           (0.07)         (0.01)                  --
  Distributions from net realized capital gains                   --           (0.07)           --                    --
  Distribution in excess of net realized capital gains            --             --           (0.07)                  --
  Distributions from capital                                      --             --             --                    --
- --------------------------------------------------------------------------------------------------------------------------------
Total distributions                                               --           (0.14)         (0.08)                  --
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value-- end of year                                  $21.94         $19.16         $15.27               $15.80
- --------------------------------------------------------------------------------------------------------------------------------
Total return**                                                  14.15%         26.53%         27.98%               31.67%
- --------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets/Supplemental Data:
- --------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (in 000's)                               $ 82       $878,776       $149,103             $136,140
- --------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets             0.53%+         0.98%          1.09%+               0.23%+
- --------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets                          1.60%+         1.50%          1.49%+               1.50%+
- --------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                        118.14%        128.36%        110.65%               81.29%
- --------------------------------------------------------------------------------------------------------------------------------
Average commission rate paid+++                               $0.0596           N/A            N/A               $0.0578
- --------------------------------------------------------------------------------------------------------------------------------
Net investment income/(loss) before deferral of fees
  by Manager                                                      --             --           $0.03               ($0.04)
- --------------------------------------------------------------------------------------------------------------------------------
Expense ratio before
  deferral of fees by Manager                                     --             --            1.79%+               2.16%+
- --------------------------------------------------------------------------------------------------------------------------------
<FN>

(a)   The Growth Fund's Class R Shares and Class P Shares  commenced  operations
      on September 30, 1993 and January 12, 1996, respectively.
(b)   The Small Cap Opportunities  Fund's Class R Shares commenced operations on
      December 29, 1995.
**    Total return represents aggregate total return for the periods  indicated.
+     Annualized.
++    The amount shown in this caption for each share outstanding throughout the
      period  may  not  be in  accord  with  the  net  realized  and  unrealized
      gain/(loss)  for  the  period  because  of the  timing  of  purchases  and
      withdrawal of shares in relation to the  fluctuating  market values of the
      portfolio.
+++   Average commission rate paid per share of securities purchased and sold by
      the Fund.
#     Per share  numbers have been  calculated  using the average  share method,
      which  more  appropriately  represents  the per share  data for the period
      since the use of the  undistributed  income method did not accord with the
      results of operations.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                             EQUITY INCOME FUND     INTERNATIONAL             INTERNATIONAL
                                                                                        GROWTH                SMALL CAP FUND
                                                                                        FUND
Selected Per Share Data for the Year or Period Ended:       1996(a)       1995(a)R      1996(b)       1996R      1995R    1994(c)R
<S>                                                         <C>           <C>           <C>           <C>       <C>        <C>   
Net asset value-- beginning of year                         $15.66        $12.00        $13.66        11.75     $12.02     $12.00
- ----------------------------------------------------------------------------------------------------------------------------------
Net investment income/(loss)                                  0.08          0.31          0.00#        0.03       0.12       0.00#
Net realized and unrealized gain/(loss) on investments        0.35          1.38          1.65         3.10      (0.39)      0.02
- ----------------------------------------------------------------------------------------------------------------------------------
Net increase/(decrease) in net assets resulting from
  investment operations                                       0.43          1.69          1.65         3.13      (0.27)      0.02
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Dividends from net investment income                         --          (0.31)          --         (0.02)     (0.00)#      --
  Distributions from net realized capital gains                --            --            --           --         --         --
  Distribution in excess of net realized capital gains         --            --            --           --         --
- ----------------------------------------------------------------------------------------------------------------------------------
Total distributions                                            --          (0.31)          --         (0.02)     (0.00)       --
- ----------------------------------------------------------------------------------------------------------------------------------
Net asset value-- end of year                               $16.09        $13.38        $15.31        14.86     $11.75     $12.02
- ----------------------------------------------------------------------------------------------------------------------------------
Total return**                                                2.75%        14.26%        12.08%       26.68%     (2.23)%     0.17%
- ----------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets/Supplemental Data:
- ----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (in 000's)                             $ 2        $6,383           $ 1      $41,640    $28,516    $34,555
- ----------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income/(loss) to average net assets   2.78%+        4.06%+        0.01%+       0.20%      0.95%      0.04%+
- ----------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets, excluding interest   1.10%+        0.84%+        1.90%+       1.90%      1.90%      1.90%+
expense
- ----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                      89.77%        29.46%       238.91%      177.36%    156.13%    123.50%
- ----------------------------------------------------------------------------------------------------------------------------------
Average commission rate paid+++                            $0.0423          N/A           N/A       $0.0123       N/A        N/A
- ----------------------------------------------------------------------------------------------------------------------------------
Net investment income/(loss) before deferral of fees by      $0.06         $0.13        $(0.05)      ($0.08)     $0.05     ($0.02)
Manager
- ----------------------------------------------------------------------------------------------------------------------------------
Expense ratio before
  deferral of fees by Manager, including interest expense     1.70%+        3.16%+        3.16%+       2.76%      2.50%      2.32%+
- ----------------------------------------------------------------------------------------------------------------------------------
Expense ratio including interest expense                     --             --             --          1.96%      1.91%      1.99%+
- ----------------------------------------------------------------------------------------------------------------------------------

<FN>
(a)   The  Equity  Income  Fund's  Class R Shares  and Class P Shares  commenced
      operations on September 30, 1994 and March 12, 1996, respectively.
(b)   The  International  Growth Fund's Class P Shares  commenced  operations on
      March 12,  1996.  (c) The  International  Small Cap Fund's  Class R Shares
      commenced operations on September 30, 1993.
**    Total return represents aggregate total return for  the  periods indicated
+     Annualized.
#     Amount represents less than $0.01 per share.
+++   Average  commission rate paid per share of securities  purchased  and sold
      by the Fund.
</FN>
</TABLE>

                                        6

<PAGE>

<TABLE>
<CAPTION>
                                                                                      EMERGING MARKETS
                                                                                            FUND
Selected Per Share Data for the Year or Period Ended:       1996(a)         1995++R          1994R          1993R        1992(a)R
<S>                                                         <C>             <C>             <C>             <C>          <C>   
Net asset value-- beginning of year                         $12.62          $13.68          $11.07          $9.96        $10.00
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income/(loss)                                  0.01            0.03           (0.03)          0.07          0.03
Net realized and unrealized gain/(loss) on investments        1.56            0.25##          2.92           1.05         (0.07)
- ---------------------------------------------------------------------------------------------------------------------------------
Net increase/(decrease) in net assets resulting from
  investment operations                                       1.57            0.28            2.89           1.12         (0.04)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Dividends from net investment income                          --              --              --          (0.01)           --
  Distributions in excess of net investment income              --              --              --             --            --
  Distributions from net realized capital gains                 --           (0.42)          (0.28)         (0.00)#          --
  Distributions in excess of net realized capital gains         --           (0.37)           --               --            --
  Distributions from capital                                    --              --              --             --            --
- ---------------------------------------------------------------------------------------------------------------------------------
Total distributions                                             --           (0.79)          (0.28)         (0.01)           --
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value-- end of year                               $14.19          $13.17          $13.68         $11.07         $9.96
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return**                                               12.44%           1.40%          26.10%         11.27%        (0.40)%
- ---------------------------------------------------------------------------------------------------------------------------------

Ratios to Average Net Assets/Supplemental Data
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (in 000's)                             $ 2        $998,083        $654,960       $206,617       $54,625
- ---------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income/(loss) to average net assets   0.33%+          0.23%          (0.14)%         0.66%         1.70%+
- ---------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets excluding interest    1.97%+          1.80%           1.85%          1.90%         1.90%+
expense
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover                                          109.92%          92.09%          63.79%         21.40%         0.19%
- ---------------------------------------------------------------------------------------------------------------------------------
Average commission rate paid+++                            $0.0007             N/A             N/A            N/A           N/A
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income/(loss) before deferral of fees and
  absorption of expenses by Manager                             --              --              --          $0.06         $0.01
- ---------------------------------------------------------------------------------------------------------------------------------
Expense ratio before deferral of fees and absorption
  of expenses by Manager, including interest expense            --              --              --           1.93%         2.80%+
- ---------------------------------------------------------------------------------------------------------------------------------
<FN>

(a)   The Emerging  Markets  Fund's Class R Shares and Class P Shares  commenced
      operations on March 1, 1992 and March 12, 1996, respectively.
 **   Total return represents aggregate total return for the periods indicated.
  +   Annualized.
 ++   Per shares numbers have been  calculated  using the average shares method,
      which  more  appropriately  represents  the per share  data for the period
      since the use of the  undistributed  income method did not accord with the
      results of operations.
+++   Average commission rate paid per share of securities purchased and sold by
      the Fund.
  #   Amount represents less than $0.01 share.
 ##   The amount shown in this caption for each share outstanding throughout the
      period  may  not  be in  accord  with  the  net  realized  and  unrealized
      gain/(loss)  for  the  period  because  of the  timing  of  purchases  and
      withdrawal of shares in relation to the  fluctuating  market values of the
      portfolio.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                    SELECT 50                       ASSET ALLOCATION
                                                                       FUND                               FUND
Selected Per Share Data for the Year or Period Ended:                1996(b)R            1996(c)          1995R        1994(c)R
<S>                                                                 <C>                <C>              <C>          <C>
Net asset value-- beginning of year                                   $12.00             $17.86           $12.24       $12.00
- -------------------------------------------------------------------------------------------------------------------------------
Net investment income/(loss)                                            0.06               0.09             0.25         0.06
Net realized and unrealized gain/(loss) on investments                  4.45               1.38             4.11         0.18
- -------------------------------------------------------------------------------------------------------------------------------
Net increase/(decrease) in net assets resulting from
  investment operations                                                 4.51               1.47             4.36         0.24
- -------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Dividends from net investment income                                 (0.04)                --            (0.17)          --
  Distributions in excess of net investment income                        --                 --               --           --
  Distributions from net realized capital gains                           --                 --            (0.10)          --
  Distributions in excess of net realized capital gains                (0.01)
  Distributions from capital                                              --                 --               --           --
- -------------------------------------------------------------------------------------------------------------------------------
Total distributions                                                    (0.05)                --            (0.27)          --
- -------------------------------------------------------------------------------------------------------------------------------
Net asset value-- end of year                                         $16.46             $19.33           $16.33       $12.24
- -------------------------------------------------------------------------------------------------------------------------------
Total Return**                                                         37.75%              8.23%           35.99%        2.00%
- -------------------------------------------------------------------------------------------------------------------------------

Ratios to Average Net Assets/Supplemental Data
- -------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (in 000's)                                   $77,955%              $ 43          $60,234       $1,548
- -------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income/(loss) to average net assets             0.42%+             1.60%+           3.43%        2.54%+
- -------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets excluding interest expense      1.80%+             1.55%+           1.30%        1.30%+
- -------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover                                                    105.98%            225.91%           95.75%      190.94%
- -------------------------------------------------------------------------------------------------------------------------------
Average commission rate paid+++                                      $0.0097            $0.0595              N/A          N/A
- -------------------------------------------------------------------------------------------------------------------------------
Net investment income/(loss) before deferral of fees and
  absorption of expenses by Manager                                    $0.02              $0.08            $0.19       $(0.11)
- -------------------------------------------------------------------------------------------------------------------------------
Expense ratio before deferral of fees and absorption
  of expenses by Manager, including interest expense                    2.11%+             1.80%+           2.07%        9.00%+
- -------------------------------------------------------------------------------------------------------------------------------
Expense ratios including interest expense                                 --               1.67%+           1.31%        1.43%+
- -------------------------------------------------------------------------------------------------------------------------------
<FN>

(b)   The Select 50 Fund's  Class R Shares  commenced  operations  on October 2,
      1995.
(c)   The Asset  Allocation  Fund's Class R Shares and Class P Shares  commenced
      operations on March 31, 1994 and January 3, 1996,  respectively.  
 **   Total return represents aggregate total return for the periods indicated.
  +   Annualized.
+++   Average commission rate paid per share of securities purchased and sold by
      the Fund.
</FN>
</TABLE>

                                        7

<PAGE>

<TABLE>
<CAPTION>
                                                                                        SHORT GOVERNMENT
                                                                                            BOND FUND
Selected Per Share Data for the Year or Period Ended:                    1996(a)       1995R        1994R         1993(a)R
<S>                                                                      <C>           <C>          <C>           <C>   
Net asset value-- beginning of year                                      $9.98         $9.80        $10.23        $10.00
- ---------------------------------------------------------------------------------------------------------------------------
Net investment income                                                     0.16          0.62          0.61           0.33
Net realized and unrealized gain/(loss) on investments                   (0.05)         0.16         (0.34)          0.23
- ---------------------------------------------------------------------------------------------------------------------------
Net increase/(decrease) in net assets resulting from
  investment operations                                                   0.11          0.78          0.27           0.56
- ---------------------------------------------------------------------------------------------------------------------------
Distributions:
  Dividends from net investment income                                   (0.17)        (0.62)        (0.56)         (0.33)
  Distributions in excess of net investment income                          --            --         (0.07)            --
  Distributions from net realized capital gains                             --            --            --             --
  Distributions in excess of net realized capital gains                     --            --         (0.07)            --
  Distributions from capital                                                --         (0.01)           --          (0.00)#
- ---------------------------------------------------------------------------------------------------------------------------
Total distributions                                                      (0.17)        (0.63)        (0.70)         (0.33)
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value-- end of year                                            $9.92         $9.95         $9.80         $10.23
- ---------------------------------------------------------------------------------------------------------------------------
Total Return**                                                            1.12%         8.28%         2.49%          5.66%
- ---------------------------------------------------------------------------------------------------------------------------

Ratios to Average Net Assets/Supplemental Data
- ---------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (in 000's)                                         $ 1       $17,093       $21,937        $22,254
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income/(loss) to average net assets               5.63%+        6.41%         5.93%          6.02%+
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets excluding interest expense        0.85%+        0.47%         0.25%          0.22%+
- ---------------------------------------------------------------------------------------------------------------------------
Portfolio turnover                                                      349.62%       284.23%       603.07%        213.22%
- ---------------------------------------------------------------------------------------------------------------------------
Average commission rate paid+++                                             --            --            --             --
- ---------------------------------------------------------------------------------------------------------------------------
Net investment income/(loss) before deferral of fees and
  absorption of expenses by Manager                                      $0.14         $0.54         $0.51          $0.27
- ---------------------------------------------------------------------------------------------------------------------------
Expense ratio before deferral of fees and absorption
  of expenses by Manager, including interest expense                      2.56%+        2.23%         1.75%          2.07%+
- ---------------------------------------------------------------------------------------------------------------------------
Expense ratios including interest expense                                 1.80%+        1.38%         0.71%           --
- ---------------------------------------------------------------------------------------------------------------------------
<FN>

(a)   The  Short  Government  Bond  Fund's  Class R  Shares  and  Class P Shares
      commenced   operations   on  December   18,  1992  and  March  12,   1996,
      respectively.
 **   Total return represents aggregate total return for the periods indicated.
  +   Annualized.
+++   Average commission rate paid per share of securities purchased and sold by
      the Fund.
  #   Amount represents less than $0.01 share.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                                        GOVERNMENT RESERVE
                                                                                               FUND
Selected Per Share Data for the Year or Period Ended:                    1996(b)        1995R         1994R          1993(b)R
<S>                                                                       <C>           <C>           <C>             <C>  
Net asset value-- beginning of year                                       $1.00         $1.00         $1.00           $1.00
- ------------------------------------------------------------------------------------------------------------------------------
Net investment income                                                     0.014         0.049         0.029           0.024
Net realized and unrealized gain/(loss) on investments                    0.000##       0.000##       0.000##         0.000##
- ------------------------------------------------------------------------------------------------------------------------------
Net increase/(decrease) in net assets resulting from
  investment operations                                                   0.014         0.049         0.029           0.024
- ------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Dividends from net investment income                                   (0.014)       (0.049)       (0.029)         (0.024)
  Distributions in excess of net investment income                           --            --            --             --
  Distributions from net realized capital gains                              --            --            --             --
- ------------------------------------------------------------------------------------------------------------------------------
Total distributions                                                      (0.014)       (0.049)       (0.029)         (0.024)
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value-- end of year                                             $1.00         $1.00         $1.00           $1.00
- ------------------------------------------------------------------------------------------------------------------------------
Total Return**                                                             1.38%         4.97%         2.96%           2.41%
- ------------------------------------------------------------------------------------------------------------------------------

Ratios to Average Net Assets/Supplemental Data
- ------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year (in 000's)                                          $ 1      $258,956      $211,129        $124,795
- ------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets                       4.91%+        4.92%         2.99%           2.96%+
- ------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets excluding interest expense         0.85%+        0.60%         0.60%           0.38%+
- ------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover                                                           --            --            --              --
- ------------------------------------------------------------------------------------------------------------------------------
Net investment income before deferral of fees by Manager                 $0.013        $0.047        $0.028          $0.013
- ------------------------------------------------------------------------------------------------------------------------------
Expense ratio before deferral of fees
  by Manager, including interest expense                                   0.99%+        0.79%         0.71%           0.77%+
- ------------------------------------------------------------------------------------------------------------------------------
Expense ratios including interest expense                                    --          0.63%            --             --
- ------------------------------------------------------------------------------------------------------------------------------

<FN>
(b)   The  Short  Government  Bond  Fund's  Class R  Shares  and  Class P Shares
      commenced   operations   on  September   14,  1992  and  March  12,  1996,
      respectively.
**    Total return represents aggregate total return for the periods indicated.
 +    Annualized.
##    Amount represents less than $0.001 per share.
</FN>
</TABLE>

                                        8

<PAGE>

The Funds' Investment Objectives And Policies

The  investment  objective  and  general  investment  policies  of each Fund are
described  below.  Specific  portfolio  securities  that may be purchased by the
Funds are described in  "Portfolio  Securities"  beginning on page 13.  Specific
investment  practices  that may be employed by the Funds are described in "Other
Investment  Practices"  beginning  on page 16.  Certain  risks  associated  with
investments  in the Funds are  described  in those  sections as well as in "Risk
Considerations"  beginning on page 18.  CERTAIN TERMS USED IN THE PROSPECTUS ARE
DEFINED IN THE GLOSSARY FOUND AT THE END OF THIS PROSPECTUS.

            ----------------------------------------------
            Domestic Equity International  
                Funds           Funds      Multi-   Fixed-
            ----------------------------- Strategy  Income 
                     Equity Funds          Funds    Funds
            ----------------------------------------------
      
<TABLE>
                           SUMMARY COMPARISON OF FUNDS

<CAPTION>
                                                    Anticipated  Maximum                              Typical Market
                                                    Equity       Debt                                 Capitalization of
Fund Name                                           Exposure     Exposure    Focus                    Portfolio Companies
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>          <C>         <C>                      <C>
Montgomery Growth Fund                              65-100%      35%         Growth                   Over $1 Billion
- ----------------------------------------------------------------------------------------------------------------------------
Montgomery Small Cap Opportunities Fund             65-100%      35%         Small-Cap                Less than $1 Billion
- ----------------------------------------------------------------------------------------------------------------------------
Montgomery Equity Income Fund                       65-100%      35%         Large-Cap Dividend       Over $1 Billion
============================================================================================================================
Montgomery International Small Cap Fund             65-100%      35%         Foreign Small-Cap        Less than $1 Billion
- ----------------------------------------------------------------------------------------------------------------------------
Montgomery International Growth Fund                65-100%      35%         Foreign Growth           Over $1 Billion
- ----------------------------------------------------------------------------------------------------------------------------
Montgomery Emerging Markets Fund                    65-100%      35%         Foreign Emerging Growth  Any size
============================================================================================================================
Montgomery Select 50 Fund                           65-100%      35%         Worldwide Growth         Any size
- ----------------------------------------------------------------------------------------------------------------------------
Montgomery Asset Allocation Fund                    20-80%       20-80%      Balanced                 Any size
============================================================================================================================
Montgomery Short Government Bond Fund               0%           100%        Income                   N/A
- ----------------------------------------------------------------------------------------------------------------------------
Montgomery Government Reserve Fund                  0%           100%        Income                   N/A

- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


Montgomery Growth Fund (the "Growth Fund")

The investment objective of the Growth Fund is capital appreciation which, under
normal  conditions  it seeks by  investing  at least 65% of its total  assets in
equity securities of domestic  companies.  Although such companies may be of any
size,  the Fund targets  companies  having total  market  capitalizations  of $1
billion  or more.  The Fund  emphasizes  investments  in  common  stock but also
invests in other types of equity  securities and equity  derivative  securities.
Current income from  dividends,  interest and other sources is only  incidental.
The Fund  also may  invest up to 35% of its total  assets in highly  rated  debt
securities. See "Portfolio Securities."

The Growth Fund seeks growth at a reasonable value,  identifying  companies with
sound fundamental value and potential for substantial  growth.  The Fund selects
its investments based on a combination of quantitative  screening techniques and
fundamental  analysis.  The Fund  initially  identifies a universe of investment
candidates  by  screening  companies  based on  changes  in rates of growth  and
valuation  ratios such as price to sales,  price to  earnings  and price to cash
flows. Through this process the Fund seeks to identify rapidly growing companies
with  reasonable  valuations  and  accelerating  growth  rates,  or  having  low
valuations and initial signs of growth.  The Fund then subjects these  companies
to a  rigorous  fundamental  analysis  focusing  on  balance  sheets  and income
statements;  company  visits  and  discussions  with  management;  contact  with
industry  specialists  and  industry  analysts;  and  review of the  competitive
environments.

Montgomery Small Cap Opportunities Fund (the "Small Cap Opportunities Fund")

The  investment  objective  of the  Small  Cap  Opportunities  Fund  is  capital
appreciation  which,  under normal conditions it seeks by investing at least 65%
of its total  assets  in  equity  securities  of  small-capitalization  domestic
companies,  which the Fund  currently  considers  to be  companies  having total
market capitalizations of less than $1 billion. The Small Cap Opportunities Fund
generally  invests the remaining 35% of its total assets in a similar manner but
may invest those assets in domestic  and foreign  companies  having total market
capitalizations  of $1 billion or more.  This Fund  invests  primarily in common
stock.  It also may  invest  in other  types of  equity  securities  and  equity
derivative securities.  Any debt securities purchased by the Fund must be highly
rated  debt  securities.   See  "Portfolio   Securities."  Current  income  from
dividends, interest and other sources is only incidental.


                                        9

<PAGE>

This Fund seeks to identify  potential  growth  companies at an early stage or a
transitional  point  of  their  developments,  such as the  introduction  of new
products, favorable management changes, new marketing opportunities or increased
market share for existing product lines.  Using fundamental  research,  the Fund
targets   businesses   having  positive  internal  dynamics  that  can  outweigh
unpredictable  macro-economic factors, such as interest rates, commodity prices,
foreign  currency rates and overall stock market  volatility.  The Fund searches
for  companies  with  potential to gain market  share  within  their  respective
industries;  achieve and maintain  high and  consistent  profitability;  produce
increases in quarterly  earnings;  and provide solutions to current or impending
problems   in  their   respective   industries   or  society  at  large.   Early
identification of potential investments is a key to the Fund's investment style.
Heavy emphasis is placed on in-house research,  which includes  discussions with
company  management.  The Fund also draws on the  expertise of brokerage  firms,
including  Montgomery  Securities and regional firms that closely follow smaller
capitalization companies within their geographic regions.

Montgomery Equity Income Fund (the "Equity Income Fund")

The investment  objective of the Equity Income Fund is to provide current income
and capital  appreciation  primarily through investments in equity securities of
domestic companies,  with the goal that the Fund provide a significantly greater
yield  than the  average  yield  offered  by the stocks of the S&P 500 and a low
level of price  volatility.  Under normal market  conditions,  the Equity Income
Fund  will   invest  at  least  65%  of  the  value  of  its  total   assets  in
income-producing  equity securities of domestic companies,  which include common
stocks,  preferred stocks and other securities,  and debt securities convertible
into common stocks.

The Fund's equity investments  emphasize common stock of U.S.  corporations that
regularly pay dividends.  The Fund normally  invests in companies having a total
market  capitalization  of  more  than  $1  billion,  targeting  companies  with
favorable long-term fundamental  characteristics with current relative yields at
the  upper end of their  historical  ranges.  The Fund  initially  identifies  a
universe of investment candidates by screening companies based on relative yield
and targeting companies with a minimum yield of 140% of the average yield of the
S&P 500. The Fund uses this  relative  yield  strategy to assist in  identifying
undervalued  securities.  The  companies  are usually in the maturing  stages of
development  or  operating  in  slower  growth  areas of the  economy,  and have
conservative accounting,  strong cash flows to maintain dividends, low financial
leverage and market leadership. The Fund usually holds companies for a period of
two to four years,  resulting in relatively low turnover.  The Fund will usually
begin to reduce its  position in a company as the price moves up and yield drops
to the lower end of its  historical  range.  In addition,  the Fund will usually
reduce  or sell its  holdings  in a  company  that  reduces  or  eliminates  its
dividend, or upon a significant fundamental change impairing a company's ability
to pay dividends. See "Portfolio Securities."

Although   the  Fund   normally   invests   more  than  65%  of  its  assets  in
income-producing  equity  securities  as described  above,  under normal  market
conditions  it may  invest  up to 35% of its total  assets in debt  instruments,
emphasizing  cash  equivalents  in an effort to provide  income at money  market
rates  while  minimizing  the risk of decline  in value.  The Fund  attempts  to
achieve low price  volatility  through its investment in mature companies and by
investing in cash and cash equivalents.  In addition,  the Fund may invest up to
20% of its total assets in the equity or debt securities of foreign issuers. See
"Portfolio Securities."

Montgomery International Small Cap Fund (the "International Small Cap Fund")

The  investment  objective  of the  International  Small  Cap  Fund  is  capital
appreciation  which,  under normal conditions it seeks by investing at least 65%
of its total assets in equity  securities of companies outside the United States
having total market  capitalizations of less than $1 billion. The Fund generally
invests the remaining 35% of its total assets in a similar manner but may invest
those assets in companies having market  capitalizations  of $1 billion or more,
or in debt securities, including up to 5% of its total assets in debt securities
rated  below   investment   grade.   See   "Portfolio   Securities"   and  "Risk
Considerations."

This Fund targets  companies with potential for above average,  long-term growth
in sales and earnings on a sustained basis with securities  reasonably priced at
the time of purchase,  in the Manager's  opinion,  compared to the potential for
capital appreciation.  In evaluating investments, the Fund considers a number of
factors,  including a company's  per-share sales and earnings growth;  return on
capital;  balance sheet;  financial and accounting  policies;  overall financial
strength;  industry sector; competitive advantages and disadvantages;  research,
product  development  and  marketing;  new  technologies  or  services;  pricing
flexibility; quality of management; and general operating characteristics.

This Fund may invest  substantially  in  securities  denominated  in one or more
foreign  currencies.  Under  normal  conditions,  it invests  in at least  three
different countries outside the U.S., but no country may represent more than 40%
of its total  assets.  The Manager  uses its  financial  expertise  and research
capabilities  in markets  throughout  the world in attempting to identify  those
countries,  currencies  and  companies  providing  the  greatest  potential  for
long-term growth. See "Risk Considerations."

Montgomery International Growth Fund (the "International Growth Fund")

The  investment   objective  of  the   International   Growth  Fund  is  capital
appreciation  which,  under normal conditions it seeks by investing at least 65%
of its total assets in equity  securities of companies outside the United States
having total market capitalizations over $1 billion. This Fund generally invests
the remaining 35% of its total assets in a similar manner but may

                                       10

<PAGE>

invest   those   assets   in   equity   securities   of   U.S.   companies,   in
lower-capitalization companies or in debt securities,  including up to 5% of its
total assets in debt securities  rated below  investment  grade.  See "Portfolio
Securities" and "Risk Considerations."

This Fund targets  companies with potential for above average,  long-term growth
in sales and earnings on a sustained basis with securities  reasonably priced at
the time of purchase,  in the Manager's  opinion,  compared to the potential for
capital appreciation.  In evaluating investments, the Fund considers a number of
factors,  including a company's  per-share sales and earnings growth,  return on
capital,  balance sheet,  financial and accounting  policies,  overall financial
strength,  industry sector, competitive advantages and disadvantages,  research,
product  development  and  marketing,  new  technologies  or  services,  pricing
flexibility, quality of management, and general operating characteristics.

This Fund may invest  substantially  in  securities  denominated  in one or more
foreign  currencies.  Under  normal  conditions,  it invests  in at least  three
different countries outside the U.S., but no country may represent more than 40%
of its total  assets.  The Manager  uses its  financial  expertise  and research
capabilities  in markets  throughout  the world in attempting to identify  those
countries,  currencies  and  companies  providing  the  greatest  potential  for
long-term growth. The Fund also will use a strategic  allocation of assets among
countries   based  on  fundamental   and   quantitative   research.   See  "Risk
Considerations."

Montgomery Emerging Markets Fund (the "Emerging Markets Fund")

The investment  objective of the Emerging  Markets Fund is capital  appreciation
which,  under normal  conditions it seeks by investing at least 65% of its total
assets in equity securities of Emerging Market Companies.  The Manager currently
regards the following to be emerging market countries: Latin America (Argentina,
Brazil, Chile, Colombia, Costa Rica, Jamaica, Mexico, Peru, Trinidad and Tobago,
Uruguay, Venezuela); Asia (Bangladesh, China, India, Indonesia, Korea, Malaysia,
Pakistan,  Philippines,   Singapore,  Sri  Lanka,  Taiwan,  Thailand,  Vietnam);
Southern and Eastern Europe (Czech Republic,  Greece, Hungary, Poland, Portugal,
Russia,  Turkey);  Mid-East (Israel,  Jordan);  and Africa (Egypt,  Ghana, Ivory
Coast, Kenya, Morocco, Nigeria, South Africa, Tunisia, Zimbabwe). In the future,
the Fund may invest in other emerging market countries. Under normal conditions,
the Emerging Markets Fund maintains  investments in at least six emerging market
countries  at all times and invests no more than 35% of its total  assets in any
one emerging market country.

This Fund uses a proprietary, quantitative asset allocation model created by the
Manager.  This  model  employs  mean-variance  optimization,  a process  used in
developed markets based on modern portfolio theory and statistics. Mean-variance
optimization  helps determine the percent of assets to invest in each country to
maximize  expected returns for a given risk level. The Fund's aims are to invest
in those countries that are expected to have the highest  risk/reward  trade-off
when  incorporated  into a total  portfolio  context.  This  "top-down"  country
selection is combined with "bottom-up"  fundamental  industry analysis and stock
selection  based on original  research and publicly  available  information  and
company visits.

This Fund  invests  primarily in common stock but also may invest in other types
of equity and equity derivative securities. It may invest up to 35% of its total
assets in debt  securities,  including up to 5% in debt  securities  rated below
investment  grade. See "Portfolio  Securities,"  "Risk  Considerations"  and the
Appendix in the Statement of Additional Information.

This Fund may invest in certain debt  securities  issued by the  governments  of
emerging  market  countries  that are, or may be eligible for,  conversion  into
investments  in  Emerging  Market  Companies  under  debt  conversion   programs
sponsored by such  governments.  If such  securities  are  convertible to equity
investments,  the Fund deems them to be equity derivative securities.  This Fund
may  invest no more than 20% of its total  assets in the  equity  securities  of
companies  constituting  the  EAFE  Index.  See  "Portfolio  Securities."  These
companies typically have larger average market capitalizations than the Emerging
Market Companies in which this Fund generally invests.  Accordingly,  subject to
its  investment  objective,  this  Fund  invests  in EAFE  Index  companies  for
temporary defensive strategies.

Montgomery Select 50 Fund (the "Select 50 Fund")

The investment  objective of the Select 50 Fund is capital  appreciation  which,
under normal  conditions  it seeks by investing at least 65% of its total assets
in at least 50 different equity  securities of companies of all sizes throughout
the world.

This Fund invests  primarily in 10 equity  securities from each of the Manager's
five different equity disciplines. These five disciplines, which may be adjusted
from time to time,  include U.S.  Growth  Equity,  U.S.  Smaller  Capitalization
Companies,   U.S.  Equity  Income,   International  and  Emerging  Markets.  See
"Management  of the Funds." The Manager's  equity teams select those  securities
based on the potential for capital appreciation.

This Fund  generally  invests the  remaining  35% of its total  assets in equity
securities  with the  potential  for capital  appreciation  but may invest those
assets in other equity  securities or in debt securities,  including up to 5% of
its total assets in debt securities rated below investment grade. See "Portfolio
Securities,"  "Risk  Considerations"  and  the  Appendix  in  the  Statement  of
Additional Information.

This Fund may invest  substantially  in  securities  denominated  in one or more
foreign  currencies.  Under  normal  conditions,  it invests  in at least  three
different  countries which may include the U.S., but no country,  other than the
U.S., may represent

                                       11
<PAGE>
more than 40% of its total assets. The Manager uses its financial  expertise and
research  capabilities in markets throughout the world in attempting to identify
those  countries,  currencies  and companies in which this Fund may invest.  See
"Risk Considerations."

Montgomery Asset Allocation Fund (the "Asset Allocation Fund")

The  investment  objective  of the Asset  Allocation  Fund is to seek high total
return,  while  also  seeking  to reduce  risk,  through a  strategic  or active
allocation of assets among domestic  stocks,  debt  instruments and cash or cash
equivalents,  coupled with active  management of the  individual  investments in
each asset class. This Fund adjusts the proportion of its investments in each of
these categories as needed to respond to current market conditions,  maintaining
from 20 to 80% of total  assets  in  stocks,  20 to 80% of total  assets in debt
instruments of any remaining  maturity,  and 0 to 50% of total assets in cash or
cash  equivalents.  The Manager will implement its allocation  strategy with the
use of a quantitative risk model and computer  optimization program. The Manager
may  temporarily  increase the Fund's cash  allocation  from its set strategy in
order to meet anticipated redemptions.  The Manager seeks to reduce risk through
investment in high-grade debt  instruments and cash or cash  equivalents.  Under
normal  conditions,  at least 65% of the Fund's  total  assets are  invested  in
securities issued by domestic issuers.

The  debt  instruments  in which  this  Fund  invests  include  U.S.  government
securities and other highly rated debt securities. This Fund expects that, under
normal  circumstances,   the  dollar-weighted   average  maturity  of  its  debt
instruments  (or period until next  interest rate reset date) may be longer than
three years (see "Duration" discussion below).

The equity  securities in which this Fund may invest include common stocks that,
in the opinion of the Manager,  have the  potential  for  above-average  capital
appreciation as well as warrants, rights and options. The Manager selects equity
securities of issuers  exhibiting  positive trends in revenue and earnings that,
in the  opinion  of the  Manager,  are  sustainable.  Among  the  Fund's  equity
investments, the Fund may invest up to 35% of its total assets in foreign equity
securities of various countries, primarily those listed on foreign exchanges.

Montgomery Short Government Bond Fund (the "Short Bond Fund")

The  investment  objective  of the Short Bond Fund is to provide  maximum  total
return   consistent  with   preservation  of  capital  and  prudent   investment
management.  Total return  consists of interest and  dividends  from  underlying
securities,  capital  appreciation  realized  from  the  purchase  and  sale  of
securities,  and income from futures and options.  Under normal conditions,  the
Fund seeks to achieve its  objective  by  investing at least 65% of the value of
its total assets in U.S.  government  securities.  The Fund seeks to maintain an
average  portfolio  effective  duration  comparable  to or  less  than  that  of
three-year  U.S.  Treasury  notes.  Because the Manager seeks to manage interest
rate risk by limiting effective  duration,  the Fund may invest in securities of
any maturity.

This Fund is designed  primarily for investors who seek higher yields than money
market funds  generally  offer and are willing to accept nominal  fluctuation in
the value of the  Fund's  shares but who are not  willing to accept the  greater
fluctuations  that  long-term  bond  funds  might  entail.  This  Fund is not an
appropriate  investment  for  investors  whose primary  investment  objective is
absolute principal stability. Because the values of the securities in which this
Fund invests  generally change with interest rates, the value of its shares will
fluctuate,  unlike the value of the  shares of a money  market  fund  seeking to
maintain a stable net asset value per share of $1.00.

The Fund also may invest up to 35% of its total assets in cash, commercial paper
and high-grade liquid debt securities,  including corporate debt instruments and
privately  issued   mortgage-related   and  asset-backed   securities  that  are
considered  highly  rated  debt  securities.  The Fund also may  invest in other
investment  companies  investing  primarily  in U.S.  government  securities  of
appropriate duration. See "Portfolio Securities."

Duration of the Asset  Allocation  Fund and the Short Bond Fund.  The Short Bond
Fund and the Asset Allocation Fund expect that, under normal circumstances,  the
dollar-weighted  average  maturity (or period until the next interest rate reset
date) of their  portfolio  securities  may be longer  than  three  years but the
maturity of individual  securities may be up to 30 years.  However, of these two
Funds, only the Short Bond Fund seeks to maintain an average portfolio effective
duration comparable to or less than that of three-year U.S. Treasury notes.

Montgomery Government Reserve Fund (the "Reserve Fund")

The investment  objective of the Reserve Fund is current income  consistent with
liquidity and preservation of capital, which under normal conditions it seeks by
investing exclusively in U.S. government  securities,  repurchase agreements for
U.S.  government  securities  and other money  market  funds  investing  in U.S.
government  securities  and those  repurchase  agreements.  This  Fund  seeks to
maintain a stable  net asset  value per share of $1.00 in  compliance  with Rule
2a-7 under the Investment  Company Act, and pursuant to procedures adopted under
such Rule,  the Reserve  Fund limits its  investments  to those U.S.  government
securities  that the Board of Trustees  determines  present minimal credit risks
and have  remaining  maturities,  as determined  under the Rule, of 397 calendar
days or less. The Fund also maintains a dollar-weighted  average maturity of the
securities in its portfolio of 90 days or less.

                                       12
<PAGE>

Portfolio Securities

Equity Securities

The Domestic Equity,  Select 50 and International Funds emphasize investments in
common stock,  and common stock may constitute up to 80% of the Asset Allocation
Fund's  portfolio.  These  Funds  may  also  invest  in other  types  of  equity
securities  (such as  preferred  stocks or  convertible  securities)  and equity
derivative securities.

Depositary Receipts, Convertible Securities and Securities Warrants

The Domestic  Equity,  Select 50, Asset Allocation and  International  Funds may
invest in ADRs,  EDRs and GDRs and  convertible  securities  which  the  Manager
regards as a form of equity security. Each such Fund may also invest up to 5% of
its net  assets in  warrants,  including  up to 2% of net  assets  for those not
listed on a securities exchange.

Privatizations

The Select 50 and International Funds believe that foreign governmental programs
of   selling   interests   in   government-owned   or   controlled   enterprises
("privatizations")   may  represent   opportunities   for  significant   capital
appreciation, and these Funds may invest in privatizations.  The ability of U.S.
entities,  such as these Funds, to participate in privatizations  may be limited
by local law, or the terms for  participation  may be less advantageous than for
local investors.  There can be no assurance that privatization  programs will be
successful.

Special Situations

The  Select  50  and  International   Funds  believe  that  carefully   selected
investments in joint ventures, cooperatives,  partnerships,  private placements,
unlisted securities and similar vehicles  (collectively,  "special  situations")
could enhance their capital appreciation potential.  These Funds also may invest
in certain types of vehicles or derivative  securities  that represent  indirect
investments in foreign  markets or securities in which it is  impracticable  for
the Funds to invest directly. Investments in special situations may be illiquid,
as  determined  by the Manager  based on criteria  reviewed by the Board.  These
Funds do not invest more than 15% of their net assets in  illiquid  investments,
including special situations.

Investment Companies

Each Fund may invest up to 10% of its total assets in shares of other investment
companies investing  exclusively in securities in which it may otherwise invest.
Because  of  restrictions  on direct  investment  by U.S.  entities  in  certain
countries, other investment companies may provide the most practical or only way
for the International  Funds to invest in certain markets.  Such investments may
involve the payment of  substantial  premiums above the net asset value of those
investment  companies' portfolio securities and are subject to limitations under
the Investment Company Act. The International Funds also may incur tax liability
to the extent  they  invest in the stock of a foreign  issuer that is a "passive
foreign  investment   company"  regardless  of  whether  such  "passive  foreign
investment  company"  makes  distributions  to the Funds.  See the  Statement of
Additional Information.

The Select 50, International,  Asset Allocation,  Equity Income and Fixed Income
Funds do not  intend to  invest in other  investment  companies  unless,  in the
Manager's  judgment,  the  potential  benefits  exceed  associated  costs.  As a
shareholder  in an investment  company,  these Funds bear their ratable share of
that investment company's expenses,  including advisory and administration fees.
The  Manager  has  agreed to waive its own  management  fee with  respect to the
portion of these Funds' assets  invested in other open-end (but not  closed-end)
investment companies.

Debt Securities

The  Select  50 and  International  Funds  may  purchase  debt  securities  that
complement their objective of capital appreciation through anticipated favorable
changes in relative foreign exchange rates, in relative interest rate levels, or
in the creditworthiness of issuers.  Debt securities may constitute up to 80% of
the Asset Allocation Fund's and 35% of the Equity Income Fund's total assets. In
selecting  debt  securities,  the Manager  seeks out good  credits and  analyzes
interest  rate  trends and  specific  developments  that may  affect  individual
issuers.  As an operating policy which may be changed by the Board,  each of the
Select 50 and  International  Funds  will not  invest  more than 5% of its total
assets in debt securities rated lower than investment  grade, and the Allocation
and Equity  Income  Funds will not invest more than 5% of their total  assets in
debt securities rated lower than highly rated debt  securities.  Subject to this
limitation,  each of these  Funds  may  invest in any debt  security,  including
securities in default. After its purchase by a Fund a debt security may cease to
be rated or its rating may be reduced  below that  required  for purchase by the
Fund.  A  security  downgraded  below  the  minimum  level  may be  retained  if
determined by the Manager and the Board to be in the best interests of the Fund.
See "Risk Considerations."

In  addition  to  traditional  corporate,   government  and  supranational  debt
securities,  each of the  International,  Allocation and Equity Income Funds may
invest in external (i.e.,  to foreign  lenders) debt  obligations  issued by the
governments,  governmental  entities and companies of emerging market countries.
The percentage distribution between equity and debt will vary from

                                       13

<PAGE>

country to country based on anticipated  trends in inflation and interest rates;
expected rates of economic and corporate  profits growth;  changes in government
policy;  stability,  solvency and expected  trends of government  finances;  and
conditions of the balance of payments and terms of trade.

U.S. government securities

All Funds may invest in fixed rate and floating or variable rate U.S. government
securities. Certain of the obligations, including U.S. Treasury bills, notes and
bonds, and mortgage-related  securities of the GNMA, are issued or guaranteed by
the U.S.  Government.  Other securities  issued by U.S.  Government  agencies or
instrumentalities   are   supported   only  by  the  credit  of  the  agency  or
instrumentality,  for example those issued by the Federal Home Loan Bank,  while
others,  such as those issued by the FNMA,  Farm Credit  System and Student Loan
Marketing Association, have an additional line of credit with the U.S. Treasury.

Short-term U.S. government  securities  generally are considered to be among the
safest short-term  investments.  However, the U.S. Government does not guarantee
the net asset  value of the  Funds'  shares.  With  respect  to U.S.  government
securities supported only by the credit of the issuing agency or instrumentality
or by an additional line of credit with the U.S. Treasury, there is no guarantee
that  the  U.S.   Government   will   provide   support  to  such   agencies  or
instrumentalities. Accordingly, such U.S. government securities may involve risk
of loss of principal and interest.

Mortgage-Related Securities and Derivative Securities

The   Reserve,   Short   Bond  and  Asset   Allocation   Funds  may   invest  in
mortgage-related  securities.  A  mortgage-related  security is an interest in a
pool  of  mortgage  loans  and  is  considered  a  derivative   security.   Most
mortgage-related  securities  are  pass-through  securities,  which  means  that
investors receive payments  consisting of a pro rata share of both principal and
interest (less servicing and other fees), as well as unscheduled prepayments, as
mortgages in the underlying mortgage pool are paid off by the borrowers. Certain
mortgage-related  securities  are  subject to high  volatility.  These funds use
these  derivative  securities  in an effort to enhance  return and as a means to
make certain  investments not otherwise available to the Funds. See "Hedging and
Risk-Management  Practices"  for a discussion  of other  reasons why these Funds
invest in derivative securities.

Agency Mortgage-Related Securities.

Investors in the Reserve, Short Bond and Asset Allocation Funds should note that
the dominant  issuers or guarantors  of  mortgage-related  securities  today are
GNMA,  FNMA and the FHLMC.  GNMA creates  pass-through  securities from pools of
government   guaranteed  or  insured  (Federal  Housing  Authority  or  Veterans
Administration)  mortgages.  FNMA and FHLMC issue  pass-through  securities from
pools of  conventional  and  federally  insured  and/or  guaranteed  residential
mortgages.  The  principal  and  interest on GNMA  pass-through  securities  are
guaranteed  by GNMA  and  backed  by the  full  faith  and  credit  of the  U.S.
Government.  FNMA  guarantees  full  and  timely  payment  of all  interest  and
principal,  and  FHLMC  guarantees  timely  payment  of  interest  and  ultimate
collection of principal of its pass-through securities. Securities from FNMA and
FHLMC are not backed by the full faith and credit of the U.S. Government but are
generally considered to offer minimal credit risks. The yields provided by these
mortgage-related securities have historically exceeded the yields on other types
of U.S.  government  securities with comparable "lives" largely due to the risks
associated with prepayment. See "Risk Considerations."

Adjustable  rate  mortgage  securities  ("ARMs")  are  pass-through   securities
representing interests in pools of mortgage loans with adjustable interest rates
determined in accordance with a predetermined  interest rate index and which may
be subject to certain  limits.  The  adjustment  feature of ARMs tends to lessen
their interest rate sensitivity.

The  Fixed  Income  Funds  consider  GNMA,  FNMA and  FHLMC-issued  pass-through
certificates,  CMOs and other mortgage-related  securities to be U.S. government
securities for purposes of their investment policies.  However, the Reserve Fund
does not invest in stripped mortgage securities,  and the Short Bond Fund limits
its  stripped  mortgage  securities  investments  to 10% of  total  assets.  The
liquidity  of IOs and POs  issued by the U.S.  Government  or its  agencies  and
instrumentalities and backed by fixed-rate  mortgage-related  securities will be
determined by the Manager under the direct  supervision  of the Trust's  Pricing
Committee  and  reviewed by the Board,  and all other IOs and POs will be deemed
illiquid  for  purposes  of the  Fixed  Income  Funds'  limitation  on  illiquid
securities.  The  Allocation  and  Short  Bond  Funds may  invest in  derivative
securities known as "floaters" and "inverse  floaters," the values of which vary
in response to interest rates. These securities may be illiquid and their values
may be very volatile.

Privately Issued  Mortgage-Related  Securities/Derivatives.  The Short Bond Fund
and the Asset Allocation Fund may invest in mortgage-related  securities offered
by private issuers,  including pass-through securities for pools of conventional
residential mortgage loans; mortgage pay-through obligations and mortgage-backed
bonds,  which are considered to be obligations  of the  institution  issuing the
bonds  and  are   collateralized   by  mortgage   loans;   and  bonds  and  CMOs
collateralized by mortgage-related  securities issued by GNMA, FNMA, FHLMC or by
pools of conventional mortgages, multi-family or commercial mortgage loans.

Private  issuer  mortgage-related  securities  generally  offer a higher rate of
interest (but greater  credit and interest rate risk) than U.S.  Government  and
agency  mortgage-related  securities  because  they offer no direct or  indirect
governmental guarantees.

                                       14

<PAGE>

However,  many issuers or servicers of mortgage-related  securities guarantee or
provide  insurance for timely payment of interest and principal.  The Short Bond
Fund may purchase some  mortgage-related  securities  through private placements
that are restricted as to further sale. See "Illiquid  Securities." The value of
these securities may be very volatile.

Structured  Notes and  Indexed  Securities.  The Funds may invest in  structured
notes and indexed securities. Structured notes are debt securities, the interest
rate or principal of which is  determined  by an  unrelated  indicator.  Indexed
securities  include  structured  notes as well as  securities  other  than  debt
securities,  the  interest  rate or  principal  of  which  is  determined  by an
unrelated  indicator.  Index securities may include a multiplier that multiplies
the indexed  element by a specified  factor  and,  therefore,  the value of such
securities  may  be  very  volatile.  To the  extent  a Fund  invests  in  these
securities,  however,  the  Manager  analyzes  these  securities  in its overall
assessment  of the  effective  duration of the Fund's  portfolio in an effort to
monitor the Fund's interest rate risk. See "The Funds' Investment Objectives and
Policies - Duration."

Variable Rate Demand Notes

The Fixed  Income and the Asset  Allocation  Funds may invest in  variable  rate
demand notes ("VRDNs").

Zero Coupon Bonds

The Fixed  Income and Asset  Allocation  Funds may invest in zero coupon  bonds.
Zero  coupon  bond  prices are highly  sensitive  to changes in market  interest
rates.  The  original  issue  discount on the zero coupon bonds must be included
ratably in the  income of the Fixed  Income  and Asset  Allocation  Funds as the
income  accrues  even  though  payment  has  not  been  received.   These  Funds
nevertheless  intend to  distribute  an amount  of cash  equal to the  currently
accrued original issue discount,  and this may require liquidating securities at
times they might not  otherwise do so and may result in capital  loss.  See "Tax
Information" in the Statement of Additional Information.

Asset-Backed Securities

Each Fund may invest up to 5% (25% in the case of the  Allocation and Short Bond
Funds) of its total assets in  asset-backed  securities.  Like  mortgage-related
securities,  these  securities are subject to the risk of prepayment.  See "Risk
Considerations."



                                       15

<PAGE>

Other Investment Practices
<TABLE>

      The table below and the following  sections  summarize certain  investment
practices of the Funds,  each of which may involve  certain  special risks.  The
Glossary  section at the end of this  Prospectus  briefly  describes each of the
investment techniques summarized below. The Statement of Additional Information,
under the heading  "Investment  Objectives and Policies of the Funds,"  contains
more  detailed   information   about  certain  of  these  practices,   including
limitations designed to reduce risks.
<CAPTION>

                                                                      =========================================================
                                                                      Growth   Equity Income   Small Cap Opportunities
                                                                      International Small Cap    International Growth
                                                                      Emerging Markets    Select 50    Asset Allocation
                                                                      Short Government Bond    Government Reserve

======================================================================---------------------------------------------------------
<S>                                                                     <C>   <C>  <C>   <C>   <C>  <C>   <C>  <C>   <C>   <C>
Repurchase agreements1                                                  x/    x/   x/    x/    x/   x/    x/   x/    x/    x/
- -------------------------------------------------------------------------------------------------------------------------------
Reverse dollar roll transactions                                                                               x/ 1  x/ 1
- -------------------------------------------------------------------------------------------------------------------------------
Borrowing not to exceed 10% of total fund assets                        x/                          x/                     x/
- -------------------------------------------------------------------------------------------------------------------------------
Borrowing not to exceed one-third of total fund assets                        x/   x/    x/    x/         x/   x/    x/
- -------------------------------------------------------------------------------------------------------------------------------
Reverse repurchase agreement                                            x/    x/         x/    x/   x/    x/   x/    x/    x/
- -------------------------------------------------------------------------------------------------------------------------------
Dollar roll transactions                                                                                       x/    x/
- -------------------------------------------------------------------------------------------------------------------------------
Leverage                                                                x/               x/    x/         x/   x/   x/ 2
- -------------------------------------------------------------------------------------------------------------------------------
Securities lending not to exceed 10% of total fund assets               x/         x/                                      x/
- -------------------------------------------------------------------------------------------------------------------------------
Securities lending not to exceed 30% of total fund assets                     x/         x/    x/   x/    x/   x/    x/
- -------------------------------------------------------------------------------------------------------------------------------
When-issued and forward commitment securities                           x/    x/   x/    x/    x/   x/    x/   x/ 3  x/ 3   x/
- -------------------------------------------------------------------------------------------------------------------------------
Forward currency contracts 6                                            x/    x/         x/    x/   x/    x/   x/
- -------------------------------------------------------------------------------------------------------------------------------
Purchase options on securities and currencies 4                         x/    x/   x/    x/    x/   x/    x/   x/    x/
- -------------------------------------------------------------------------------------------------------------------------------
Purchase options on securities indices 4                                x/    x/   x/    x/    x/   x/    x/   x/
- -------------------------------------------------------------------------------------------------------------------------------
Write covered call options 4                                            x/    x/   x/    x/    x/   x/    x/   x/    x/
- -------------------------------------------------------------------------------------------------------------------------------
Write covered put options 4                                             x/    x/   x/    x/    x/   x/    x/   x/    x/
- -------------------------------------------------------------------------------------------------------------------------------
Interest rate futures contracts5                                        x/    x/   x/    x/    x/   x/    x/   x/    x/
- -------------------------------------------------------------------------------------------------------------------------------
Futures and swaps and options on futures                                x/    x/   x/    x/    x/   x/    x/   x/    x/
- -------------------------------------------------------------------------------------------------------------------------------
Equity swaps                                                            x/    x/   x/    x/    x/   x/    x/   x/
- -------------------------------------------------------------------------------------------------------------------------------
Illiquid securities limited to 10% of fund's net assets                                                                    x/
- -------------------------------------------------------------------------------------------------------------------------------
Illiquid securities limited to 15% of fund's net assets                 x/    x/   x/    x/    x/   x/    x/   x/    x/
===============================================================================================================================
<FN>

1     Under the Investment Company Act, repurchase agreements and reverse dollar
      roll  transactions  are considered to be loans by a Fund and must be fully
      collateralized  by  collateral  assets.  If  the  seller  defaults  on its
      obligations to repurchase the underlying


                                       16

<PAGE>


      security,  a Fund may  experience  delay or difficulty  in exercising  its
      rights to realize upon the security,  may incur a loss if the value of the
      security  declines  and may incur  disposition  costs in  liquidating  the
      security.
2     The Manager will not use leverage for the Short Bond Fund if, as a result,
      the Fund's portfolio duration would not be comparable to or less than that
      of three-year U.S. Treasury notes.
3     The Fund also may enter into forward commitments to sell high-grade liquid
      debt securities it does not own at the time of entering such commitments.
4     A Fund will not enter into any options on securities,  securities  indices
      or currencies or related options (including options on futures) if the sum
      of the initial  margin  deposits and premiums  paid for any such option or
      options  would exceed 5% of its total  assets,  and it will not enter into
      options with respect to more than 25% of its total assets.
5     A Fund does not enter into any futures contracts or related options if the
      sum of initial  margin  deposits  on futures  contracts,  related  options
      (including  options on securities,  securities indices and currencies) and
      premiums  paid for any such related  options  would exceed 5% of its total
      assets. A Fund does not purchase futures  contracts or related options if,
      as a result, more than one-third of its total assets would be so invested.
6     A Fund that may invest in forward currency contracts  may  not invest more
      than one-third of its assets in such contracts.
</FN>
</TABLE>


Borrowing

Subject to the limits set forth in the  Prospectus,  the Funds may pledge  their
assets in connection  with  borrowings.  A Fund will not purchase any securities
while any borrowings  exceed 5% of its total assets  (excluding,  in the case of
the Short Bond Fund,  fully  collateralized  reverse  repurchase  agreements and
dollar roll  transactions),  except that the  Growth,  Small Cap  Opportunities,
International  Growth,  Select 50, Asset  Allocation and Equity Income Funds may
not purchase securities if such borrowings exceed 10% of their total assets.

Defensive Investments and Portfolio Turnover

Notwithstanding its investment objective,  each Fund may adopt up to a 100% cash
or cash equivalent  position for temporary defensive purposes to protect against
erosion of its  capital  base.  Depending  upon the  Manager's  analysis  of the
various  markets and other  considerations,  all or part of the assets of a Fund
may be held in cash and cash equivalents (denominated in U.S. dollars or foreign
currencies),  such  as U.S.  government  securities  or  obligations  issued  or
guaranteed  by  the  government  of a  foreign  country  or by an  international
organization  designed or supported by multiple foreign governmental entities to
promote economic  reconstruction or development,  high-quality commercial paper,
time deposits,  savings accounts,  certificates of deposit, bankers' acceptances
and repurchase agreements with respect to all of the foregoing. Such investments
also may be made for temporary  purposes pending  investment in other securities
and following substantial new investment in a Fund.

Portfolio  securities  are sold whenever the Manager  believes it appropriate to
further the Fund's  investment  objective  or when it appears that a position of
the desired size cannot be accumulated.  Portfolio  turnover  generally involves
some expense to a Fund,  including  brokerage  commissions,  dealer mark-ups and
other transaction costs, and may result in the recognition of capital gains that
may be distributed to  shareholders.  See "Financial  Highlights"  for portfolio
turnover information.  Even when portfolio turnover exceeds 100% for a Fund that
Fund does not regard portfolio turnover as a limiting factor. Portfolio turnover
in excess of 100% is considered  high,  increases  brokerage costs incurred by a
Fund and may cause recognition of gain by shareholders.

Hedging and Risk Management Practices

In seeking to protect against the effect of adverse changes in financial markets
or against  currency  exchange rate or interest rate changes that are adverse to
the present or prospective  positions of the Funds, each of the Funds may employ
certain risk  management  practices  using  certain  derivative  securities  and
techniques  (known as Derivatives).  Markets in some countries  currently do not
have  instruments  available for hedging  transactions.  To the extent that such
instruments  do not exist,  the Manager may not be able to hedge its  investment
effectively in such countries. Furthermore, a Fund engages in hedging activities
only when the Manager deems it to be appropriate and does not necessarily engage
in hedging transactions with respect to each investment.

Hedging  transactions  involve certain risks.  While a Fund may benefit from the
use of hedging positions,  unanticipated changes in interest rates or securities
prices may result in poorer  overall  performance  for a Fund than if it had not
entered into a hedging position.  If the correlation  between a hedging position
and a portfolio position is not properly  protected,  the desired protection may
not be  obtained  and the Fund may be  exposed  to risk of  financial  loss.  In
addition,  a Fund pays  commissions  and  other  costs in  connection  with such
investments.


                                       17

<PAGE>
Investment Restrictions

The  investment  objective  of each Fund is  fundamental  and may not be changed
without  shareholder  approval but, unless otherwise  stated,  each Fund's other
investment policies may be changed by its Trust's Board. If there is a change in
the investment  objective or policies of any Fund,  shareholders should consider
whether  that  Fund  remains  an  appropriate   investment  in  light  of  their
then-current  financial positions and needs. The Funds are subject to additional
investment  policies and  restrictions  described in the Statement of Additional
Information, some of which are fundamental.

The Equity Income, Select 50 and Small Cap Opportunities Funds have reserved the
right,  if  approved by the Board,  to convert in the future to a "feeder"  fund
that would invest all of its assets in a "master" fund having  substantially the
same investment  objective,  policies and restrictions.  At least 30-days' prior
written notice of any such action would be given to all shareholders if and when
such a proposal is approved, although no such action has been proposed as of the
date of this Prospectus.

Risk Considerations

Small Companies

The Small Cap Opportunities and International Small Cap Funds emphasize, and the
Select 50,  International  Growth,  Growth,  and Asset Allocation Funds may make
investments  in, smaller  companies that may benefit from the development of new
products and services.  Such smaller companies may present greater opportunities
for capital  appreciation but may involve greater risk than larger,  more mature
issuers.  Such smaller  companies  may have limited  product  lines,  markets or
financial resources,  and their securities may trade less frequently and in more
limited volume than those of larger,  more mature  companies.  As a result,  the
prices of their securities may fluctuate more than those of larger issuers.

Foreign Securities

The Domestic Equity,  Select 50, Asset Allocation and  International  Funds have
the right to purchase securities in foreign countries. Accordingly, shareholders
should  consider  carefully  the  substantial  risks  involved in  investing  in
securities issued by companies and governments of foreign nations,  which are in
addition to the usual risks of loss inherent in domestic investments. The Select
50 and International  Funds,  particularly the Emerging Markets Fund, may invest
in securities of companies  domiciled in, and in markets of, so-called "emerging
market  countries."  These  investments  may be  subject  to higher  risks  than
investments in more developed countries.

Foreign investments involve the possibility of expropriation, nationalization or
confiscatory taxation,  taxation of income earned in foreign nations (including,
for example, withholding taxes on interest and dividends) or other taxes imposed
with respect to investments in foreign nations, foreign exchange controls (which
may include  suspension of the ability to transfer currency from a given country
and repatriation of investments),  default in foreign government securities, and
political or social instability or diplomatic  developments that could adversely
affect  investments.  In  addition,  there  is  often  less  publicly  available
information  about foreign issuers than those in the U.S. Foreign  companies are
often not  subject to  uniform  accounting,  auditing  and  financial  reporting
standards.  Further,  these Funds may encounter  difficulties  in pursuing legal
remedies or in obtaining  judgments in foreign courts.  Additional risk factors,
including  use of domestic and foreign  custodian  banks and  depositories,  are
described  elsewhere  in  the  Prospectus  and in the  Statement  of  Additional
Information.

Brokerage  commissions,  fees for custodial services and other costs relating to
investments in other  countries are generally  greater than in the U.S.  Foreign
markets have  different  clearance and settlement  procedures  from those in the
U.S., and certain markets have  experienced  times when settlements did not keep
pace with the volume of securities transactions. The inability of a Fund to make
intended  security  purchases due to settlement  difficulties  could cause it to
miss attractive investment opportunities. Inability to sell a portfolio security
due to settlement  problems could result in loss to the Fund if the value of the
portfolio  security  declined or result in claims  against the Fund.  In certain
countries,  there is less government  supervision and regulation of business and
industry practices,  stock exchanges,  brokers, and listed companies than in the
U.S. The  securities  markets of many of the  countries in which these Funds may
invest may also be smaller, less liquid, and subject to greater price volatility
than those in the U.S.

Because certain foreign securities may be denominated in foreign currencies, the
value of such securities will be affected by changes in currency  exchange rates
and in exchange  control  regulations,  and costs will be incurred in connection
with conversions between currencies. A change in the value of a foreign currency
against the U.S.  dollar results in a  corresponding  change in the U.S.  dollar
value of a Fund's  securities  denominated  in the  currency.  Such changes also
affect  the Fund's  income  and  distributions  to  shareholders.  A Fund may be
affected  either  favorably or  unfavorably  by changes in the relative rates of
exchange between the currencies of different  nations,  and a Fund may therefore
engage in foreign currency hedging strategies. Such strategies, however, involve
certain  transaction costs and investment risks,  including  dependence upon the
Manager's ability to predict movements in exchange rates.

                                       18

<PAGE>

Some  countries  in which one of these  Funds may invest  also may have fixed or
managed currencies that are not freely convertible at market rates into the U.S.
dollar. Certain currencies may not be internationally  traded. A number of these
currencies have experienced steady devaluation  relative to the U.S. dollar, and
such  devaluations in the currencies may have a detrimental  impact on the Fund.
Many countries in which a Fund may invest have experienced  substantial,  and in
some periods  extremely high,  rates of inflation for many years.  Inflation and
rapid  fluctuation  in  inflation  rates may have  negative  effects  on certain
economies and securities markets.  Moreover, the economies of some countries may
differ  favorably or unfavorably  from the U.S.  economy in such respects as the
rate  of  growth  of  gross  domestic  product,   rate  of  inflation,   capital
reinvestment,   resource  self-sufficiency  and  balance  of  payments.  Certain
countries also limit the amount of foreign capital that can be invested in their
markets and local companies, creating a "foreign premium" on capital investments
available  to foreign  investors  such as the Fund.  The Fund may pay a "foreign
premium" to  establish  an  investment  position  which it cannot  later  recoup
because of changes in that country's foreign investment laws.

Lower Quality Debt

The Select 50 and International Funds are authorized to invest in medium-quality
(rated or  equivalent to BBB by S&P or Fitch's or Baa by Moody's) and in limited
amounts of high-risk debt  securities  below  investment  grade quality.  Medium
quality  debt  securities  have  speculative  characteristics,  and  changes  in
economic conditions or other circumstances are more likely to lead to a weakened
capacity to make  principal  and interest  payments  than with higher grade debt
securities.

As an operating  policy,  which may be changed by the Board without  shareholder
approval,  these Funds do not invest more than 5% of their total  assets in debt
securities below  investment  grade,  also known as "junk bonds".  The Board may
consider  a change  in this  operating  policy  if,  in its  judgment,  economic
conditions  change such that a higher level of investment  in  high-risk,  lower
quality debt  securities  would be consistent  with the interests of these Funds
and their  shareholders.  Unrated debt  securities are not  necessarily of lower
quality  than rated  securities  but may not be  attractive  to as many  buyers.
Regardless  of  rating  levels,  all debt  securities  considered  for  purchase
(whether  rated or unrated)  are  analyzed by the Manager to  determine,  to the
extent reasonably  possible,  that the planned investment is sound. From time to
time,  these Funds may purchase  defaulted debt securities if, in the opinion of
the Manager, the issuer may resume interest payments in the near future.

Diversification

Diversifying  a fund's  portfolio  can reduce the risks of investing by limiting
the portion of your investment in any one issuer or industry.  Less  diversified
funds may be more sensitive to changes in the market value of a single issuer or
industry. The Select 50 Fund may present greater risk than is usually associated
with widely  diversified mutual funds because it may invest in the securities of
as few as 50 issuers.  Therefore,  the Select 50 Fund is not appropriate as your
sole investment.

Interest Rates

The  market  value  of debt  securities  that  are  interest-rate  sensitive  is
inversely  related to changes  in  interest  rates.  That is, an  interest  rate
decline  produces an increase in a security's  market value and an interest rate
increase  produces a decrease in value.  The longer the remaining  maturity of a
security, the greater the effect of interest rate change. Changes in the ability
of an issuer to make  payments of interest  and  principal  and in the  market's
perception of its creditworthiness also affect the market value of that issuer's
debt securities.

Prepayments  of  principal  of  mortgage-related  securities  by  mortgagors  or
mortgage foreclosures affect the average life of the mortgage-related securities
in a  Fund's  portfolio.  Mortgage  prepayments  are  affected  by the  level of
interest rates and other factors,  including general economic conditions and the
underlying  location  and age of the  mortgage.  In periods  of rising  interest
rates, the prepayment rate tends to decrease,  lengthening the average life of a
pool of mortgage-related  securities.  In periods of falling interest rates, the
prepayment  rate  tends to  increase,  shortening  the  average  life of a pool.
Because  prepayments  of  principal  generally  occur  when  interest  rates are
declining,  it is likely that the Fixed Income Funds,  and the Asset  Allocation
Fund, to the extent it retains the same percentage of debt securities,  may have
to reinvest the proceeds of  prepayments  at lower  interest rates than those of
their previous investments.  If this occurs, a Fund's yield will correspondingly
decline. Thus,  mortgage-related  securities may have less potential for capital
appreciation  in  periods  of falling  interest  rates  than other  fixed-income
securities of comparable  duration,  although they may have a comparable risk of
decline in market value in periods of rising  interest rates. To the extent that
the Fixed Income Funds or the Asset  Allocation  Fund purchase  mortgage-related
securities at a premium, unscheduled prepayments,  which are made at par, result
in a loss equal to any unamortized  premium.  Duration is one of the fundamental
tools used by the Manager in managing  interest rate risks including  prepayment
risks. See "Duration" in the Glossary.

Management Of The Funds

The Montgomery Funds and The Montgomery Funds II (the "Trusts") each has a Board
of Trustees that  establishes  its Funds'  policies and  supervises  and reviews
their  management.  Day-to-day  operations of the Funds are  administered by the
officers of the Trusts and by the Manager pursuant to the terms of an investment
management agreement with each Fund.

                                       19

<PAGE>

Montgomery  Asset  Management,  L.P.,  is the Funds'  Manager.  The  Manager,  a
California  limited  partnership,  was formed in 1990 as an  investment  adviser
registered  as such with the SEC under the  Investment  Advisers Act of 1940, as
amended,  and since then has advised private  accounts as well as the Funds. Its
general  partner is  Montgomery  Asset  Management,  Inc.,  and its sole limited
partner is Montgomery Securities,  the Funds' Distributor.  Under the Investment
Company Act, both Montgomery Asset  Management,  Inc. and Montgomery  Securities
may be deemed  control  persons of the  Manager.  Although  the  operations  and
management of the Manager are independent  from those of Montgomery  Securities,
the  Manager  may  draw  upon  the  research  and  administrative  resources  of
Montgomery   Securities  in  its  discretion  and  consistent   with  applicable
regulations.

portfolio managers

John D. Boich is a managing director and senior portfolio manager.  From 1990 to
1993,  he was  vice  president  and  portfolio  manager  at The  Boston  Company
Institutional  Investors  Inc.  From  1989  to  1990,  he was  the  founder  and
co-manager of The Common Goal World Fund, a global equity partnership. From 1987
to  1989,  Mr.  Boich  worked  as  a  financial  adviser  with  Prudential-Bache
Securities  and E.F.  Hutton & Company.  Mr. Boich,  together  with Mr.  Castro,
manages the International Small Cap Fund and the International Growth Fund.

John H.  Brown,  CFA,  is a  managing  director  and senior  portfolio  manager.
Preceding  his arrival at the Manager in May 1994,  Mr. Brown was an analyst and
portfolio manager at Merus Capital Management in San Francisco,  California from
June 1986. Mr. Brown manages the Equity Income Fund.

Michael Carmen, CFA, is a vice president and portfolio manager.  From 1993 until
joining the Manager in 1996, he was a vice  president  and  Associate  portfolio
manager with State Street  Research  and  Management  Company in Boston where he
assisted with the  management  of capital  appreciation  and growth  portfolios.
Before then, he was a Senior Equity  Analyst with State Street and, from 1991 to
1992,  with Cigna  Investments in Hartford.  Mr. Carmen,  as a key member of the
growth equity team (which  includes also Mr. Honour and Mr. Pratt),  manages the
Growth Fund, the Small Cap  Opportunities  Fund and the equity  component of the
Asset Allocation Fund.

Oscar A. Castro is a managing  director  and senior  portfolio  manager.  Before
joining the Manager,  he was vice  president/portfolio  manager at G.T.  Capital
Management,  Inc. from 1991 to 1993.  From 1989 to 1990, he was  co-founder  and
co-manager of The Common Goal World Fund, a global equity partnership. From 1987
to 1989, he was deputy portfolio manager/analyst at Templeton International. Mr.
Castro, together with Mr. Boich, manages the International Growth Fund.

Frank Chiang is a vice president and portfolio manager.  From 1993 until joining
the Manager in 1996, Mr. Chiang was managing  director and portfolio  manager at
TCW Asia Ltd. in Hong Kong. Mr. Chiang,  together with Ms. Ee, Ms. Jimenez,  Mr.
Sudweeks and Mr. Haslett, manages the Emerging Markets Fund.

Angeline Ee is a vice president and portfolio  manager.  From 1990 until joining
the Manager in July 1994,  Ms. Ee was an Investment  Manager with AIG Investment
Corp.  in Hong  Kong.  From June 1989  until  September  1990,  Ms. Ee was a co-
manager of a portfolio of Asian  equities and bonds at Chase  Manhattan  Bank in
Singapore.  Ms. Ee, together with Ms. Jimenez, Mr. Sudweeks, Mr. Haslett and Mr.
Chiang, manages the Emerging Markets Fund.

Kevin T. Hamilton,  Chairman of the Manager's Investment Oversight Committee and
a managing  director,  is responsible  for  coordinating  and  implementing  the
investment  decisions of the Manager's  equity teams for the Select 50 Fund. The
portfolio management teams responsible for the different disciplines used in the
Select 50 Fund are described throughout this "portfolio managers" section.  From
1985 until joining the Manager in February 1991, Mr.  Hamilton was a Senior vice
president responsible for investment oversight at Analytic Investment Management
in Irvine, California.

Thomas R. Haslett,  CFA, is a managing  director and senior  portfolio  manager.
From 1987 until joining the Manager in April 1992,  Mr.  Haslett was a portfolio
manager at  Gannett,  Welsh and Kotler in Boston,  Massachusetts.  Mr.  Haslett,
together with Ms.  Jimenez,  Mr.  Sudweeks,  Ms. Ee and Mr. Chiang,  manages the
Emerging Markets Fund.

Roger W. Honour is a managing  director and senior portfolio  manager.  Prior to
joining  Montgomery  Asset Management in June 1993, Mr. Honour spent one year as
vice president and portfolio  manager at Twentieth  Century  Investors in Kansas
City,  Missouri.  From 1990 to 1992,  he served as vice  president and portfolio
manager at Alliance Capital Management. From 1978 to 1990, Mr. Honour was a vice
president with Merrill Lynch Capital Markets. Mr. Honour, as a key member of the
growth equity team (which includes also Mr. Pratt and Mr.  Carmen),  manages the
Growth Fund, the Small Cap  Opportunities  Fund and the equity  component of the
Asset Allocation Fund.

Josephine S. Jimenez,  CFA, is a managing director and senior portfolio manager.
From 1988  through  1991,  Ms.  Jimenez  worked at  Emerging  Markets  Investors
Corporation/Emerging  Markets  Management in Washington,  D.C. as senior analyst
and portfolio manager. Ms. Jimenez, together with Mr. Sudweeks, Mr. Haslett, Mr.
Chiang and Ms. Ee, manages the Emerging Markets Fund.

                                       20

<PAGE>

Andrew  Pratt,  CFA,  is a vice  president  and  portfolio  manager.  He  joined
Montgomery  Asset  Management  from Hewlett-  Packard  Company,  where he was an
equity  analyst,   managed  a  portfolio  of  small  capitalization   technology
companies,  and researched  private  placement and venture capital  investments.
From 1983  through  1988,  he worked in the  Capital  Markets  Group at Fidelity
Investments in Boston,  Massachusetts.  Mr. Pratt, as a key member of the growth
equity team (which includes also Mr. Honour and Mr. Carmen),  manages the Growth
Fund,  the Small Cap  Opportunities  Fund and the equity  component of the Asset
Allocation Fund.

Bryan L.  Sudweeks,  Ph.D.,  CFA, is a managing  director  and senior  portfolio
manager.  Before  joining the  Manager,  he was a senior  analyst and  portfolio
manager at Emerging Markets Investors Corporation/Emerging Markets Management in
Washington,  D.C.  Previously,  he was a Professor of International  Finance and
Investments at George  Washington  University and served as Adjunct Professor of
International Investments from 1988 until May 1991. Mr. Sudweeks,  together with
Ms. Jimenez,  Mr. Haslett,  Ms. Ee and Mr. Chiang,  manages the Emerging Markets
Fund. Mr. Sudweeks is also a Portfolio  Strategist for the International  Growth
Fund.

William C. Stevens is a managing  director and a senior  portfolio  manager.  At
Barclays  de Zoete Wedd  Securities  from 1991 to 1992,  he started  its CMO and
asset-backed securities trading. Mr. Stevens traded stripped mortgage securities
and  mortgage-related  interest rate swaps for the First Boston Corporation from
1990 to 1991,  and  while  with  Drexel  Burnham  Lambert  from 1984 to 1990 was
responsible for the  origination and trading of all derivative  mortgage-related
securities.  Mr.  Stevens  manages  the  Short  Government  Bond  Fund  and  the
Government  Reserve  Fund.  Mr.  Stevens is also the  portfolio  manager for the
fixed-income and cash components of the Asset Allocation Fund.

Management Fees and Other Expenses

The Manager  provides  the Funds with  advice on buying and selling  securities,
manages the Funds' investments,  including the placement of orders for portfolio
transactions,  furnishes the Funds with office space and certain  administrative
services,  and  provides  personnel  needed by the  Funds  with  respect  to the
Manager's  responsibilities  under the Manager's Investment Management Agreement
with each Fund. The Manager also  compensates  the members of the Trusts' Boards
of Trustees who are interested  persons of the Manager,  and assumes the cost of
printing  prospectuses and shareholder  reports for dissemination to prospective
investors. As compensation, each Fund pays the Manager a management fee (accrued
daily  but paid  when  requested  by the  Manager)  based  upon the value of the
average daily net assets of that Fund, according to the following table.

<TABLE>
The management  fees for the Domestic  Equity,  Select 50, Asset  Allocation and
International Funds are higher than for most mutual funds.

<CAPTION>
                                                      Average Daily Net Assets           Management Fee
                                                                                          (Annual Rate)
- -------------------------------------------------------------------------------------------------------
<S>                                                   <C>                                    <C>  
Montgomery Growth Fund                                First $500 million                     1.00%
                                                      Next $500 million                      0.90%
                                                      Over $1 billion                        0.80%
- ------------------------------------------------------------------------------------------------------
Montgomery Equity Income Fund                         First $500 million                     0.60%
                                                      Over $500 million                      0.50%
- ------------------------------------------------------------------------------------------------------
Montgomery Small Cap Opportunities Fund               First $200 million                     1.20%
                                                      Next $300 million                      1.10%
                                                      Over $500 million                      1.00%
- ------------------------------------------------------------------------------------------------------
Montgomery International Small Cap Fund               First $250 million                     1.25%
                                                      Over $250 million                      1.00%
- ------------------------------------------------------------------------------------------------------
Montgomery International Growth Fund                  First $500 million                     1.10%
                                                      Next $500 million                      1.00%
                                                      Over $1 billion                        0.90%
- ------------------------------------------------------------------------------------------------------
Montgomery Emerging Markets Fund                      First $250 million                     1.25%
                                                      Over $250 million                      1.00%
- ------------------------------------------------------------------------------------------------------
Montgomery Select 50 Fund                             First $250 million                     1.25%
                                                      Next $250 million                      1.00%
                                                      Over $500 million                      0.90%
- ------------------------------------------------------------------------------------------------------
Montgomery Asset Allocation Fund                      First $500 million                     0.80%
                                                      Over  $500 million                     0.65%
- ------------------------------------------------------------------------------------------------------
Montgomery Short Government Bond Fund                 First $500 million                     0.50%
                                                      Over  $500 million                     0.40%
- ------------------------------------------------------------------------------------------------------
Montgomery Government Reserve Fund                    First $250 million                     0.40%
                                                      Next  $250 million                     0.30%
                                                      Over  $500 million                     0.20%
======================================================================================================
</TABLE>

The Manager also serves as the Funds' Administrator (the  "Administrator").  The
Administrator  performs  services with regard to various  aspects of each Fund's
administrative  operations.  As compensation,  the Funds pay the Administrator a
monthly fee

                                       21

<PAGE>

at the following annual rates: each of the Growth,  Equity Income and Allocation
Funds pays seven  one-hundredths  of one  percent  (0.07%) of average  daily net
assets (0.06% of average daily net assets over $500 million);  each of the Small
Cap  Opportunities,  Select 50, Emerging  Markets,  International  Small Cap and
International  Growth Funds pays seven  one-hundredths of one percent (0.07%) of
average daily net assets (0.06% of daily net assets over $250 million);  each of
the Short and Reserve Funds pays five  one-hundredths  of one percent (0.05%) of
average  daily net assets  (0.04% of average  daily net assets over $500 million
and the Reserve Fund over $250 million).

Each Fund is  responsible  for its own  operating  expenses  including,  but not
limited  to:  the  Manager's  fees;  taxes,  if any;  brokerage  and  commission
expenses,   if  any;  interest  charges  on  any  borrowings;   transfer  agent,
administrator,  custodian,  legal and auditing fees;  shareholder servicing fees
including fees to third party  servicing  agents;  fees and expenses of Trustees
who are not interested  persons of the Manager;  salaries of certain  personnel;
costs and expenses of calculating its daily net asset value;  costs and expenses
of  accounting,  bookkeeping  and  recordkeeping  required  under the Investment
Company Act;  insurance  premiums;  trade association dues; fees and expenses of
registering  and  maintaining  registration of its shares for sale under federal
and applicable state  securities  laws; all costs  associated with  shareholders
meetings and the preparation and  dissemination of proxy  materials,  except for
meetings  called  solely  for the  benefit  of the  Manager  or its  affiliates;
printing and mailing  prospectuses,  statements  of additional  information  and
reports to shareholders;  and other expenses relating to that Fund's operations,
plus any extraordinary and nonrecurring  expenses that are not expressly assumed
by the Manager.

Rule 12b-1 adopted by the Securities and Exchange  Commission  (the "SEC") under
the Investment  Company Act permits an investment company directly or indirectly
to pay expenses  associated with the  distribution of its shares  ("distribution
expenses") in accordance  with a plan adopted by the investment  company's Board
of Trustees and approved by its shareholders. Pursuant to that Rule, the Trust's
Board of Trustees and the initial shareholder of the Class P shares of each Fund
have  approved,  and each Fund has entered  into,  a Share  Marketing  Plan (the
"Plan")  with the  Manager,  as the  distribution  coordinator,  for the Class P
shares.  Under the Plan, each Fund will pay distribution  fees to the Manager at
an  annual  rate of 0.25% of the  Fund's  aggregate  average  daily  net  assets
attributable  to  its  Class  P  shares,   to  reimburse  the  Manager  for  its
distribution costs with respect to that Class.

The Plan provides that the Manager may use the  distribution  fees received from
the Class to pay for the distribution expenses of that Class, including, but not
limited  to (i)  incentive  compensation  paid to the  directors,  officers  and
employees  of,  agents  for  and  consultants  to,  the  Manager  or  any  other
broker-dealer or financial  institution that engages in the distribution of that
Class; and (ii) compensation to broker-dealers,  financial institutions or other
persons  for  providing  distribution  assistance  with  respect to that  Class.
Distribution fees may also be used for (i) marketing and promotional activities,
including,  but not limited to, direct mail  promotions and  television,  radio,
newspaper,  magazine and other mass media advertising for that Class; (ii) costs
of printing and distributing prospectuses,  statements of additional information
and reports of the Funds to  prospective  investors  in that Class;  (iii) costs
involved in preparing,  printing and distributing sales literature pertaining to
the  Funds  and  that  Class;  and  (iv)  costs  involved   obtaining   whatever
information,  analysis and reports with  respect to  marketing  and  promotional
activities that the Funds may, from time to time, deem advisable with respect to
the  distribution  of that Class.  Distribution  fees are accrued daily and paid
monthly, and are charged as expenses of the Class P shares as accrued.

In  adopting  the  Plan,  the  Board of  Trustees  determined  that  there was a
reasonable likelihood that the Plan would benefit the Funds and the shareholders
of Class P  shares.  Information  with  respect  to  distribution  revenues  and
expenses is presented to the Board of Trustees quarterly for their consideration
in connection  with their  deliberations  as to the  continuance of the Plan. In
their  review  of the  Plan,  the  Board of  Trustees  are  asked  to take  into
consideration  expenses incurred in connection with the separate distribution of
the Class P shares.  The Class P shares are not obligated  under the Plan to pay
any distribution  expenses in excess of the distribution  fee. Thus, if the Plan
was  terminated  or  otherwise  not  continued,  no amounts  (other than current
amounts accrued but not yet paid) would be owed by the Class to the Manager.

The distribution fee attributable to the Class P shares is designed to permit an
investor to purchase Class P shares through financial  planners,  retirement and
pension plan administrators,  broker-dealers and other financial  intermediaries
without  the  assessment  of a  front-end  sales  charge and at the same time to
permit the Manager to compensate those persons on an ongoing basis in connection
with the sale of the Class P shares.

The Plan  provides  that it shall  continue in effect from year to year provided
that a majority of the Board of Trustees of the Trusts,  including a majority of
the Trustees who are not  "interested  persons" of the Trusts (as defined in the
Investment Company Act) and who have no direct or indirect financial interest in
the operation of the Plan or any agreement related to the Plan (the "Independent
Trustees"),  vote  annually to continue the Plan.  The Plan may be terminated at
any time by vote of a majority of the  independent  Trustees or of a majority of
the outstanding shares (as defined in the Investment Company Act) of the Class P
shares.

All  distribution  fees  paid  by the  Funds  under  the  Plan  will  be paid in
accordance with Rule 2830 of the NASD Rules of Conduct.


                                       22

<PAGE>

For  certain  Funds,  the  Manager  has agreed to reduce its  management  fee if
necessary to keep total annual operating  expenses at or below the lesser of the
maximum  allowable by  applicable  state  expense  limitations  or the following
percentages  of each Fund's  average net assets  (before Rule 12b-1  fees):  the
Growth Fund, one and five-tenths of one percent (1.50%); the Equity Income Fund,
eighty-five  one-hundredths of one percent (0.85%);  the Small Cap Opportunities
Fund, one and five-tenths of one percent (1.50%); the International Growth Fund,
one and sixty-five  one-hundredths  of one percent (1.65%);  the Select 50 Fund,
one  and  eight-tenths  of  one  percent  (1.80%);   the  Emerging  Markets  and
International  Small Cap Funds, one and nine-tenths of one percent (1.90%);  the
Asset Allocation  Fund, one and  three-tenths of one percent (1.30%);  the Short
Government Bond Fund,  seven-tenths of one percent  (0.70%);  and the Government
Reserve  Fund,   six-tenths  of  one  percent  (0.60%).  The  Manager  also  may
voluntarily  reduce  additional  amounts  to  increase  the  return  to a Fund's
investors. The Manager may terminate these voluntary reductions at any time. Any
reductions made by the Manager in its fees are subject to  reimbursement by that
Fund within the following two years (three years for the Asset Allocation Fund),
provided  that the Fund is able to  effect  such  reimbursement  and  remain  in
compliance  with applicable  expense  limitations.  The Manager  generally seeks
reimbursement  for the oldest reductions and waivers before payment by the Funds
for fees and expenses for the current year.

In addition,  the Manager may elect to absorb operating  expenses that a Fund is
obligated to pay to increase the return to that Fund's investors. If the Manager
performs a service or assumes an operating expense for which a Fund is obligated
to pay and the  performance of such service or payment of such expense is not an
obligation of the Manager under the Investment Management Agreement, the Manager
is  entitled  to seek  reimbursement  from  that  Fund for the  Manager's  costs
incurred in rendering  such service or assuming such  expense.  The Manager also
may compensate  broker-dealers and other intermediaries that distribute a Fund's
shares as well as other  service  providers of  shareholder  and  administrative
services.  The Manager may also sponsor seminars and educational programs on the
Funds for financial intermediaries and shareholders.

The  Manager  considers  a number of factors  in  determining  which  brokers or
dealers to use for each Fund's portfolio  transactions.  While these factors are
more fully discussed in the Statement of Additional  Information,  they include,
but are not limited to,  reasonableness of commissions,  quality of services and
execution  and  availability  of  research  that the Manager  may  lawfully  and
appropriately use in its investment management and advisory capacities. Provided
the Funds receive prompt execution at competitive  prices,  the Manager also may
consider  sale of a Fund's  shares as a factor in selecting  broker-dealers  for
that Fund's portfolio transactions. It is anticipated that Montgomery Securities
may act as one of the  Funds'  brokers  in the  purchase  and sale of  portfolio
securities and, in that capacity,  will receive  brokerage  commissions from the
Funds. The Funds will use Montgomery  Securities as its broker only when, in the
judgment  of the  Manager  and  pursuant  to  review by the  Boards,  Montgomery
Securities  will  obtain a price and  execution  at least as  favorable  as that
available   from  other   qualified   brokers.   See   "Execution  of  Portfolio
Transactions" in the Statement of Additional Information for further information
regarding Fund policies concerning execution of portfolio transactions.

Investors Fiduciary Trust Company,  127 West 10th Street,  Kansas City, Missouri
64105,  serves as the master transfer agent for the Funds (the "Master  Transfer
Agent") and performs certain recordkeeping and accounting functions.  The Master
Transfer Agent delegates certain transfer agent functions to DST Systems,  Inc.,
P.O. Box 419073,  Kansas City,  Missouri  64141-6073,  the Funds' transfer agent
(the "Transfer Agent"). Morgan Stanley Trust Company,  located at One Pierrepont
Plaza,  Brooklyn,  New York 11201, serves as the Funds' principal custodian (the
"Custodian").


                                       23

<PAGE>


How To Contact The Funds

For  information  on the Funds or your  account,  call a Montgomery  Shareholder
Service Representative at:

                                 (800) 572-3863

Mail  your  completed   application,   any  checks,   investment  or  redemption
instructions and correspondence to:

            Regular Mail                       Express Mail or Overnight Service
            The Montgomery Funds               The Montgomery Funds
            c/o DST Systems, Inc.              c/o DST Systems, Inc.
            P.O. Box 419073                    1004 Baltimore St.
            Kansas City, MO  64141-6073        Kansas City, MO  64105

Visit the Montgomery World Wide Web Site at:

                           www.xperts.montgomery.com/1

How To Invest In The Funds

The  Funds'  shares  are  offered  only  through  financial  intermediaries  and
financial professionals,  with no sales load, at their next-determined net asset
value after receipt of an order with payment.  The Funds' shares are offered for
sale by Montgomery  Securities,  the Funds' Distributor,  600 Montgomery Street,
San Francisco, California 94111, (800) 572-3863, and through selected securities
brokers and dealers.

If an order,  together  with payment in proper form, is received by the Transfer
Agent,  Montgomery  Securities  or  certain  administrators  of 401(k) and other
retirement plans by 4:00 p.m., New York time, on any day that the New York Stock
Exchange  ("NYSE") is open for  trading,  Fund shares will be  purchased  at the
Fund's  next-determined  net asset value.  Orders and payment for the Government
Reserve  Fund must be  received by 12:00  noon,  New York time.  Orders for Fund
shares  received  after  the  Funds'  cutoff  times  will  be  purchased  at the
next-determined  net asset value after receipt of the order. Shares of the Fixed
Income Funds will not be priced on a national bank holiday.

The minimum initial  investment in each Fund is $1,000 (including IRAs) and $100
for subsequent investments.  The Manager or the Distributor,  in its discretion,
may waive these  minimums.  The Funds do not accept  third party  checks or cash
investments. Checks must be in U.S. dollars and, to avoid fees and delays, drawn
only on  banks  located  in the  U.S.  Purchases  may  also  be made in  certain
circumstances  by  payment  of  securities.  See  the  Statement  of  Additional
Information for further details.



Initial Investments

Minimum Initial Investment (including IRAs):                 $1,000

- --------------------------------------------------------------------------------
Initial Investments by Check
- --------------------------------------------------------------------------------

         o  Complete the Account Application.  Tell us in which Fund(s) you want
            to invest and make your check payable to The Montgomery Funds.

         o  A charge may be imposed on checks that do not clear.

- --------------------------------------------------------------------------------
Initial Investments by Wire
- --------------------------------------------------------------------------------

         o  Call the Transfer Agent to tell them you intend to make your initial
            investment  by wire.  Provide  the  Transfer  Agent  with your name,
            dollar  amount  to be  invested  and  Fund(s)  in which  you want to
            invest. They will provide you with further  instructions to complete
            your purchase.  Complete information  regarding your account must be
            included in all wire  instructions  to ensure  accurate  handling of
            your investment.


                                       24

<PAGE>

         o  Request your bank to transmit  immediately  available  funds by wire
            for purchase of shares in your name to the following:

                     Investors Fiduciary Trust Company
                     ABA #101003621
                     For: DST Systems, Inc.
                     Account #7526601
                     Attention: The Montgomery Funds
                     For Credit to: (shareholder(s) name)
                     Shareholder Account Number: (shareholder(s) account number)
                     Name of Fund: (Montgomery Fund name)

         o  Your bank may charge a fee for any wire transfers.

         o  The Funds and the  Distributor  each reserve the right to reject any
            purchase order in whole or in part.


Subsequent Investments

Minimum Subsequent Investment (including IRAs):                   $100

- --------------------------------------------------------------------------------
Subsequent Investments by Check
- --------------------------------------------------------------------------------

         o  Make  your  check  payable  to  The  Montgomery  Funds.  Enclose  an
            investment  stub with your check.  If you do not have an  investment
            stub, mail your check with written instructions  indicating the Fund
            name and account number to which your investment should be credited.

         o  A charge may be imposed on checks that do not clear.

- --------------------------------------------------------------------------------
Subsequent Investments by Wire
- --------------------------------------------------------------------------------

         o  You do not need to  contact  the  Transfer  Agent  prior  to  making
            subsequent  investments by wire. Instruct your bank to wire funds to
            the  Transfer  Agent's  affiliated  bank  by  using  the  bank  wire
            information under "Initial Investments by Wire."

- --------------------------------------------------------------------------------
Subsequent Investments by Telephone
- --------------------------------------------------------------------------------

         o  Shareholders are automatically eligible to make telephone purchases.
            To make a purchase, call the Transfer Agent at (800) 572-3863 before
            the Fund cutoff time.

         o  Shares of the Government Reserve Fund and shares for IRAs may not be
            purchased by phone.

         o  The  maximum  telephone  purchase is an amount up to five times your
            account value on the previous day.

         o  Payments for shares purchased must be received by the Transfer Agent
            within three  business days after the purchase  request.  Write your
            confirmed  purchase  number on your check or include it in your wire
            instructions.

         o  You should do one of the following to ensure  payment is received in
            time:

                  o  Transfer  funds  directly from your bank account by sending
                     a letter and a voided check or deposit  slip (for a savings
                     account) to the Transfer Agent.

                  o  Send a check by overnight or 2nd day courier service.

                                       25

<PAGE>

                  o  Instruct your bank to wire funds  to  the  Transfer Agent's
                     affiliated bank by using the  bank wire  information  under
                     the  section  titled "Initial Investments by Wire."


- --------------------------------------------------------------------------------
Automatic Account Builder ("AAB")
- --------------------------------------------------------------------------------

         o  AAB will be established  on existing  accounts only. You may not use
            an AAB  investment  to open a new  account.  The  minimum  automatic
            investment amount is each Fund's subsequent investment minimum.

         o  Your bank must be a member of the Automated Clearing House.

         o  To  establish  AAB,  attach a voided  check  (checking  account)  or
            preprinted  deposit slip (savings account) from your bank account to
            your Montgomery  account  application or your letter of instruction.
            Investments  will  automatically be transferred into your Montgomery
            account from your checking or savings account.

         o  Investments may be transferred  either monthly or quarterly on or up
            to two business days before the 5th or 20th day of the month.  If no
            day is  specified  on your  account  application  or your  letter of
            instruction, the 20th of each month will be selected.

         o  You  should  allow  20  business  days for this  service  to  become
            effective.

         o  You may  cancel  your AAB at any  time by  sending  a letter  to the
            Transfer Agent. Your request will be processed upon receipt.


Telephone Transactions

You agree to  reimburse  the  Funds  for any  expenses  or  losses  incurred  in
connection  with  transfers  from your  accounts,  including  any caused by your
bank's  failure to act in  accordance  with your request or its failure to honor
your debit. If your bank makes erroneous payments or fails to make payment after
shares are purchased on your behalf,  any such purchase may be canceled and this
privilege terminated immediately. This privilege may be discontinued at any time
by the Funds  upon 30-  days'  written  notice or at any time by you by  written
notice to the Funds. Your request will be processed upon receipt.

Although  Fund  shares are priced at the net asset value  next-determined  after
receipt  of a  purchase  request,  shares  are not  purchased  until  payment is
received.  Should payment not be received when required, the Transfer Agent will
cancel the telephone  purchase request and you may be responsible for any losses
incurred  by a Fund.  The Funds and the  Transfer  Agent  will not be liable for
following  instructions  communicated  by  telephone  reasonably  believed to be
genuine.  The Funds employ  reasonable  procedures to confirm that  instructions
communicated  by  telephone  are genuine.  These  procedures  include  recording
certain telephone calls, sending a confirmation and requiring the caller to give
a special  authorization  number or other personal  information not likely to be
known by others. The Fund and Transfer Agent may be liable for any losses due to
unauthorized  or  fraudulent  telephone  transactions  only if  such  reasonable
procedures are not followed.

Retirement Plans

Except for the Tax-Free Funds, shares of the Funds are available for purchase by
any retirement plan, including Keogh plans, 401(k) plans, 403(b) plans and IRAs.
Certain of the Funds are  available  for  purchase  through  administrators  for
retirement  plans.  Investors who purchase  shares as part of a retirement  plan
should  address  inquiries  and  seek  investment   servicing  from  their  plan
administrators.  Plan administrators may receive compensation from the Funds for
performing shareholder services.


                                       26

<PAGE>

Share Certificates

Share  certificates  will not be issued by the  Funds.  All  shares  are held in
non-certificated  form  registered  on the books of the  Funds and the  Transfer
Agent for the account of the shareholder.

How To Redeem An Investment In The Funds

The Funds will redeem all or any  portion of an  investor's  outstanding  shares
upon  request.  Redemptions  can be made on any day  that  the  NYSE is open for
trading  (except  national  bank  holidays  for the  Fixed  Income  Funds).  The
redemption  price is the net asset  value per share  next  determined  after the
shares are validly  tendered for  redemption and such request is received by the
Transfer Agent or, in the case of repurchase  orders,  Montgomery  Securities or
other  securities  dealers.  Payment of  redemption  proceeds  is made  promptly
regardless  of when  redemption  occurs  and  normally  within  three days after
receipt of all documents in proper form,  including a written  redemption  order
with  appropriate  signature  guarantee.  Redemption  proceeds will be mailed or
wired in accordance with the shareholder's  instructions.  The Funds may suspend
the right of redemption under certain extraordinary  circumstances in accordance
with the rules of the SEC. In the case of shares purchased by check and redeemed
shortly after the purchase, the Transfer Agent will not mail redemption proceeds
until it has been  notified  that the  monies  used for the  purchase  have been
collected,  which may take up to 15 days from the purchase date. Shares tendered
for redemptions  through brokers or dealers (other than the  Distributor) may be
subject  to a  service  charge  by  such  brokers  or  dealers.  Procedures  for
requesting a redemption are set forth below.

- --------------------------------------------------------------------------------
Redeeming by Written Instruction
- --------------------------------------------------------------------------------

         o  Write a letter  giving your name,  account  number,  the name of the
            Fund from which you wish to redeem  and the dollar  amount or number
            of shares you wish to redeem.

         o  Signature  guarantee your letter if you want the redemption proceeds
            to go to a party other than the account owner(s), your predesignated
            bank  account  or if the  dollar  amount of the  redemption  exceeds
            $50,000.  Signature  guarantees  may  be  provided  by  an  eligible
            guarantor institution such as a commercial bank, an NASD member firm
            such as a stock broker, a savings association or national securities
            exchange. Contact the Transfer Agent for more information.

         o  If you do not have a  predesignated  bank  account  and want to wire
            your  redemption  proceeds,  include a voided  check or deposit slip
            with your letter. The minimum amount that may be wired is $500 (wire
            charges,  if any, will be deducted from  redemption  proceeds).  The
            Fund reserves the right to permit lesser wire amounts or fees in the
            Manager's discretion.


- --------------------------------------------------------------------------------
Redeeming by Check
- --------------------------------------------------------------------------------

         o  Checkwriting  is  available  on the  Government  Reserve  and  Short
            Government Bond Funds.

         o  The  minimum  amount  per  check  is $250.  A check  for less may be
            returned to you.

         o  All  checks  will  require  only  one  signature   unless  otherwise
            indicated.

         o  Checks  should not be used to close  accounts with  fluctuating  net
            asset values (e.g. the Short Government Bond Fund).

         o  Checks will be returned to you at the end of each month.

         o  Checkwriting   privileges   may  not  be  available  for  Montgomery
            Securities brokerage accounts.


                                       27

<PAGE>

         o  A charge may be imposed for any stop payments requested.


- --------------------------------------------------------------------------------
Redeeming By Telephone
- --------------------------------------------------------------------------------

         o  Unless you have  declined  telephone  redemption  privileges on your
            account application,  you may redeem shares up to $50,000 by calling
            the Transfer Agent before the Fund cutoff time.

         o  If you included bank wire information on your account application or
            made subsequent  arrangements to accommodate bank wire  redemptions,
            you may  request  that  the  Transfer  Agent  wire  your  redemption
            proceeds to your bank account.  Allow at least two business days for
            redemption proceeds to be credited to your bank account. If you want
            to wire your redemption  proceeds to arrive at your bank on the same
            business day (subject to bank cutoff times), there is a $10 fee.

         o  Telephone  redemption  privileges will be suspended 30 days after an
            address change.  All redemption  requests during this period must be
            in writing with a guaranteed signature.

         o  Telephone redemption privileges may be cancelled after an account is
            opened by instructing  the Transfer  Agent in writing.  Your request
            will be processed  upon  receipt.  This service is not available for
            IRA accounts.

- --------------------------------------------------------------------------------

By establishing  telephone redemption  privileges,  a shareholder authorizes the
Funds and the Transfer Agent to act upon the  instruction of the  shareholder or
his or her  designee  by  telephone  to redeem  from the  account for which such
service has been authorized and transfer the proceeds to a bank or other account
designated in the Authorization.  When a shareholder  appoints a designee on the
Account Application or by other written authorization, the shareholder agrees to
be bound by the telephone  redemption  instructions  given by the  shareholder's
designee. The Funds may change, modify or terminate these privileges at any time
upon 60-days' notice to shareholders.  The Funds will not be responsible for any
loss, damage, cost or expense arising out of any transaction that appears on the
shareholder's confirmation after 30 days following mailing of such confirmation.
See  discussion of Fund  telephone  procedures  and liability  under  "Telephone
Transactions."

Shareholders may experience delays in exercising telephone redemption privileges
during periods of abnormal market activity.  During periods of volatile economic
or market conditions,  shareholders may wish to consider transmitting redemption
orders by telegram (not available for IRAs) or overnight courier.

Systematic Withdrawal Plan

Under a Systematic  Withdrawal  Plan,  a  shareholder  with an account  value of
$1,000 or more in a Fund may  receive (or have sent to a third  party)  periodic
payments (by check or wire).  The minimum  payment amount is $100 from each Fund
account.  Payments  may be made either  monthly or  quarterly on the 1st of each
month. Depending on the form of payment requested, shares will be redeemed up to
five business days before the  redemption  proceeds are scheduled to be received
by the shareholder. The redemption may result in the recognition of gain or loss
for income tax purposes.

Small Accounts

Due to the relatively high cost of maintaining smaller accounts,  each Fund will
redeem  shares from any account if at any time,  because of  redemptions  by the
shareholder,  the total value of a shareholder's account is less than $1,000. If
a Fund decides to make an involuntary redemption,  the shareholder will first be
notified  that the value of the  shareholder's  account is less than the minimum
level and will be allowed 30 days to make an additional  investment to bring the
value of that  account at least to the  minimum  investment  required to open an
account before the Fund takes any action.


                                       28

<PAGE>

Exchange Privileges And Restrictions

You may exchange  shares from another  Class P Fund with the same  registration,
taxpayer  identification  number  and  address.  An  exchange  may  result  in a
recognized  gain or loss for income tax  purposes.  See the  discussion  of Fund
telephone   procedures   and   limitations   of   liability   under   "Telephone
Transactions."

- --------------------------------------------------------------------------------
Purchasing and Redeeming Shares by Exchange
- --------------------------------------------------------------------------------

       o   You are automatically eligible to make telephone  exchanges with your
           Montgomery account.

       o   Exchange  purchases  and  redemptions  will be  processed  using  the
           next-determined  net asset  value  (with no sales  charge or exchange
           fee) after your request is  received.  Your request is subject to the
           Funds' cut-off times.

       o   Exchange purchases must meet the minimum  investment  requirements of
           the Fund you intend to purchase.

       o   You may  exchange  for  shares of a Fund only in  states  where  that
           Fund's  shares are  qualified  for sale and only for Funds offered by
           this prospectus.

       o   You may not  exchange  for  shares  of a Fund that is not open to new
           shareholders unless you have an existing account with that Fund.

       o   Because excessive exchanges can harm a Fund's performance, the Trusts
           reserve the right to terminate  your exchange  privileges if you make
           more than four  exchanges  out of any one fund during a  twelve-month
           period.  The Fund may also refuse an exchange  into a Fund from which
           you have redeemed  shares within the previous 90 days (accounts under
           common  control and accounts  with the same  taxpayer  identification
           number will be counted  together).  Exchanges out of the Fixed Income
           Funds are exempt.  A  shareholder's  exchanges  may be  restricted or
           refused if a Fund receives, or the Manager anticipates,  simultaneous
           orders affecting  significant  portions of that Fund's assets and, in
           particular,  a pattern of exchanges coinciding with a "market timing"
           strategy.  The Trusts  reserve the right to refuse  exchanges  by any
           person or group if, in the Manager's judgment, a Fund would be unable
           to  effectively  invest the money in accordance  with its  investment
           objective and policies,  or would otherwise be potentially  adversely
           affected.  Although  the Trusts  attempt to provide  prior  notice to
           affected shareholders when it is reasonable to do so, they may impose
           these  restrictions  at any time.  The exchange limit may be modified
           for accounts in certain institutional  retirement plans to conform to
           plan exchange limits and U.S.  Department of Labor  regulations  (for
           those limits,  see plan  materials).  The Trusts reserve the right to
           terminate or modify the exchange  privileges of Fund  shareholders in
           the future.

- --------------------------------------------------------------------------------

Automatic Transfer Service ("ATS")

You may elect systematic  exchanges out of the Fixed Income Funds into any other
Fund. The minimum exchange is $100.  Periodically  investing a set dollar amount
into a Fund is also referred to as dollar-cost  averaging  because the number of
shares  purchased will vary depending on the price per share.  Your account with
the recipient Fund must meet the applicable minimum of $1,000.  Exchanges out of
the Fixed Income Funds are exempt from the four exchanges limit policy.

Directed Dividend Service

If you own shares of the Fixed Income  Funds,  you may elect to use your monthly
dividends to  automatically  purchase  additional  shares of another Fund.  Your
account with the recipient Fund must meet the applicable minimum of $1,000.


                                       29

<PAGE>

Brokers and Other Intermediaries

Investing through Montgomery  Securities  Brokerage Account  (Government Reserve
Fund Only) Investors with Montgomery  Securities brokerage accounts may instruct
Montgomery Securities automatically to purchase shares of the Government Reserve
Fund when the free credit balance in the investor's brokerage account (including
deposits,  proceeds of sales of securities, and miscellaneous cash dividends and
interest, but not amounts held by Montgomery Securities as collateral for margin
obligations to Montgomery  Securities) exceeds $100 on each day the NYSE is open
for trading  other than  national bank  holidays.  Upon  request,  a free credit
balance in a  Montgomery  Securities  brokerage  account also may be invested in
shares of the Government Reserve Fund following receipt by the Transfer Agent of
investor  instructions.  If such instructions are received after 12:00 noon, New
York time,  Fund shares will be  purchased at the  next-determined  asset value.
Checkwriting privileges may not be available for Montgomery Securities brokerage
accounts.  For the  Government  Reserve  Fund,  the minimum  initial  investment
through an investor's brokerage account with Montgomery Securities is $100.

Investing through Securities Brokers, Dealers and Financial Intermediaries
Investors may purchase shares of a Fund from other selected  securities brokers,
dealers or through financial intermediaries such as benefit plan administrators.
Investors should contact these agents directly for appropriate instructions,  as
well as information  pertaining to accounts and any service or transaction  fees
that may be charged by these agents. Purchase orders through securities brokers,
dealers and other financial  intermediaries are effected at the  next-determined
net asset value after  receipt of the order by such  agent,  provided  the agent
transmits  such  order on a timely  basis  to the  Transfer  Agent so that it is
received by 4:00 p.m.  (1:00 p.m. for the  Government  Reserve  Fund),  New York
time, on days that the Fund issues shares.  Orders received after that time will
be purchased at the  next-determined  net asset value.  To the extent that these
agents perform shareholder  servicing  activities for the Fund, they may receive
fees from the Fund for such services.

Automatic Redemption into Montgomery Securities Brokerage Account
(Government Reserve Fund Only)
If a shareholder wishes, the Transfer Agent will redeem shares of the Government
Reserve  Fund  automatically  to  satisfy  debit  balances  in  a  shareholder's
Montgomery  Securities brokerage account or to provide necessary cash collateral
for a shareholder's margin obligation to Montgomery Securities. Redemptions also
may be effected automatically to settle securities  transactions with Montgomery
Securities if a shareholder's  free credit balance on the day before  settlement
is insufficient to settle the transactions. Each Montgomery Securities brokerage
account  will, as of the close of business each day the NYSE is open for trading
and is not a national  bank  holiday,  automatically  be scanned  for debits and
pending  securities  settlements,  and,  after  application  of any free  credit
balances in the account to such debits and  pending  securities  settlements,  a
sufficient  number of shares of the  Government  Reserve Fund, not to exceed the
number of shares in the shareholder's  account, will be redeemed on the next day
the NYSE is open for trading to satisfy any remaining  debits or amounts  needed
for pending securities settlements.

Redemption Orders Through Brokerage Accounts
Shareholders also may sell shares back to the Funds by wire or telephone through
Montgomery  Securities or selected  securities brokers or dealers.  Shareholders
should contact their  securities  broker or dealer for appropriate  instructions
and for  information  concerning  any  transaction  or  service  fee that may be
imposed by the  broker or dealer.  Shareholders  are  entitled  to the net asset
value next determined after receipt of a redemption order by such broker-dealer,
provided  the  broker-dealer  transmits  such  order  on a  timely  basis to the
Transfer  Agent so that it is received  by 4:00 p.m.,  New York time (12:00 noon
for the Government Reserve Fund), on a day that the Fund redeems shares.  Orders
received  after that time are  entitled to the net asset  value next  determined
after receipt.

How Net Asset Value Is Determined

The net asset value of each Fund is determined once daily as of 4:00 p.m. (12:00
noon for the Government  Reserve Fund), New York time, on each day that the NYSE
is open for  trading  (except for bank  holidays  for the Fixed  Income  Funds).
Per-share  net asset value is  calculated  by dividing  the value of each Fund's
total net assets by the total number of that Fund's shares then outstanding.

As more fully  described in the Statement of Additional  Information,  portfolio
securities are valued using current market valuations:  either the last reported
sales price or, in the case of  securities  for which there is no reported  last
sale and fixed  income  securities,  the mean  between the closing bid and asked
price. Securities for which market quotations are not readily available or which
are illiquid are valued at their fair values as  determined  in good faith under
the  supervision  of the  Trusts'  officers,  and by the Manager and the Pricing
Committee of the Boards, respectively, in accordance with methods that are

                                       30

<PAGE>

specifically  authorized by the Board. Short-term obligations with maturities of
60 days or less are valued at amortized cost as reflecting fair value.

The value of securities  denominated in foreign currencies and traded on foreign
exchanges or in foreign markets will be translated into U.S. dollars at the last
price of their respective currency denomination against U.S. dollars quoted by a
major  bank or,  if no such  quotation  is  available,  at the rate of  exchange
determined in accordance  with policies  established in good faith by the Board.
Because  the value of  securities  denominated  in  foreign  currencies  must be
translated  into U.S.  dollars,  fluctuations in the value of such currencies in
relation  to the U.S.  dollar may affect the net asset value of Fund shares even
without  any  change  in  the   foreign-currency   denominated  values  of  such
securities.

Because  foreign  securities  markets may close before the Funds determine their
net asset values,  events affecting the value of portfolio  securities occurring
between the time prices are  determined and the time the Funds  calculate  their
net asset values may not be reflected unless the Manager,  under  supervision of
the Board,  determines that a particular event would materially  affect a Fund's
net asset value.

Dividends And Distributions

Each Fund  distributes  substantially  all of its net investment  income and net
capital  gains to  shareholders  each year.  The amount  and  frequency  of Fund
distributions  are  not  guaranteed  and  are at the  discretion  of the  Board.
Currently, the Funds intend to distribute according to the following schedule:

<TABLE>
<CAPTION>
==========================================================================================================================
<S>                                      <C>                                      <C>
                                         Income Dividends                         Capital Gains
- --------------------------------------------------------------------------------------------------------------------------
Equity Funds (except Equity              Declared and paid in November            Declared and paid in November
Income Fund)                             or December each year*                   or December each year*
- --------------------------------------------------------------------------------------------------------------------------
Equity Income Fund                       Declared and paid on or about the        Declared and paid in November
                                         last business day of each quarter.       or December each year*
- --------------------------------------------------------------------------------------------------------------------------
Multi-Strategy Funds                     Declared and paid in November            Declared and paid in November
                                         or December each year*                   or December each year*
- --------------------------------------------------------------------------------------------------------------------------
Fixed-Income Funds                       Declared daily and paid monthly          Declared and paid in November
                                         on or about the last business day        or December each year*
                                         of each month
==========================================================================================================================
<FN>

* Additional  distributions,  if necessary,  may be made  following  each Fund's
fiscal year end (June 30) in order to avoid the imposition of tax on a Fund.
</FN>
</TABLE>

Unless investors  request cash  distributions in writing at least seven business
days before a  distribution,  or on the Account  Application,  all dividends and
other distributions will be reinvested automatically in additional shares of the
applicable  Fund and  credited to the  shareholder's  account at the closing net
asset value on the reinvestment date.

Distributions Affect a Fund's Net Asset Value

Distributions are paid to you as of the record date of a distribution of a Fund,
regardless  of how long you have held the shares.  Dividends  and capital  gains
awaiting  distribution  are included in each Fund's  daily net asset value.  The
share  price  of a Fund  drops by the  amount  of the  distribution,  net of any
subsequent  market  fluctuations.  For example,  assume that on December 31, the
Growth Fund declared a dividend in the amount of $0.50 per share.  If the Growth
Fund's share price was $10.00 on December 30, the Fund's share price on December
31 would be $9.50, barring market fluctuations.

"Buying a Dividend"

If you buy shares of a Fund just  before a  distribution,  you will pay the full
price for the  shares  and  receive a portion  of the  purchase  price back as a
taxable distribution.  This is called "buying a dividend." In the example above,
if you bought  shares on December  30, you would have paid $10.00 per share.  On
December  31,  the Fund  would pay you $0.50  per share as a  dividend  and your
shares would now be worth $9.50 per share. Unless your account is a tax-deferred
account, dividends paid

                                       31

<PAGE>

to you would be included in your gross income for tax  purposes  even though you
may not have  participated  in the  increase  of net  asset  value of the  Fund,
regardless whether you reinvested the dividends.

Taxation

Except for the newer Funds that intend to elect and qualify as soon as possible,
each of the Funds has  elected  and intends to continue to qualify to be treated
as  a  regulated   investment  company  under  Subchapter  M  of  the  Code,  by
distributing  substantially  all of its net  investment  income and net  capital
gains to its shareholders and meeting other requirements of the Code relating to
the sources of its income and diversification of assets. Accordingly,  the Funds
generally  will not be liable for federal  income tax or excise tax based on net
income  except  to  the  extent  their  earnings  are  not  distributed  or  are
distributed in a manner that does not satisfy the requirements of the Code. If a
Fund is unable to meet certain Code requirements,  it may be subject to taxation
as a  corporation.  Funds  investing  in foreign  securities  also may incur tax
liability to the extent they invest in "passive foreign  investment  companies."
See "Portfolio Securities" and the Statement of Additional Information.

For federal  income tax  purposes,  any  dividends  derived from net  investment
income and any excess of net short-term  capital gain over net long-term capital
loss that investors (other than certain  tax-exempt  organizations that have not
borrowed to purchase Fund shares) receive from the Funds are considered ordinary
income.  Part of the  distributions  paid by the Funds may be  eligible  for the
dividends-received  deduction allowed to corporate  shareholders under the Code.
Distributions  of the excess of net long-term  capital gain over net  short-term
capital  loss  from  transactions  of a Fund  are  treated  by  shareholders  as
long-term  capital gains regardless of the length of time the Fund's shares have
been owned.  Distributions  of income and capital  gains are taxed in the manner
described above,  whether they are taken in cash or are reinvested in additional
shares of the Funds.

Each Fund will  inform  its  investors  of the  source  of their  dividends  and
distributions  at the time they are paid,  and will promptly  after the close of
each calendar year advise investors of the tax status of those distributions and
dividends. Investors (including tax-exempt and foreign investors) are advised to
consult their own tax advisers regarding the particular tax consequences to them
of an investment in shares of the Funds.  Additional  information on tax matters
relating to the Funds and their  shareholders  is included in the  Statement  of
Additional Information.

General Information

The Trusts

All of the Funds with the exception of the Asset  Allocation  Fund are series of
The Montgomery Funds, a Massachusetts  business trust organized on May 10, 1990.
The Asset  Allocation  Fund is a series of The  Montgomery  Funds II, a Delaware
business trust  organized on September 10, 1993. The Agreement and  Declarations
of Trust of both Trusts permit their Boards to issue an unlimited number of full
and fractional shares of beneficial  interest,  $.01 par value, in any number of
series.  The assets and  liabilities  of each  series  within  either of the two
Trusts are separate and distinct from each other series.

This Prospectus relates only to the Class P shares of the Funds. The Funds offer
other classes of shares to eligible  investors  and may in the future  designate
other classes of shares for specific purposes.

Shareholder Rights

Shares  issued by the  Funds  have no  preemptive,  conversion  or  subscription
rights. Each whole share is entitled to one vote as to any matter on which it is
entitled  to vote  and each  fractional  share is  entitled  to a  proportionate
fractional  vote.  Shareholders  have equal and exclusive rights as to dividends
and  distributions  as  declared by each Fund and to the net assets of each Fund
upon  liquidation or dissolution.  Each Fund, as a separate series of its Trust,
votes  separately  on matters  affecting  only that Fund (e.g.,  approval of the
Investment  Management  Agreement);  all  series of each  Trust vote as a single
class on matters  affecting  all series of that Trust jointly or that Trust as a
whole (e.g., election or removal of Trustees). Voting rights are not cumulative,
so that the  holders of more than 50% of the shares  voting in any  election  of
Trustees can, if they so choose, elect all of the Trustees of that Trust. Except
as set forth herein, all classes of shares issued by a Fund shall have identical
voting,  dividend,  liquidation  and other  rights,  preferences,  and terms and
conditions.  The only  differences  among the various  classes of shares  relate
solely to the  following:  (a) each  class may be  subject  to  different  class
expenses; (b) each class may bear a different identifying designation;  (c) each
class may have exclusive  voting rights with respect to matters solely affecting
such class; (d) each class may have different exchange privileges;  and (e) each
class may provide for the automatic conversion

                                       32

<PAGE>

of that class into another  class.  While the Trusts are not required and do not
intend to hold annual meetings of  shareholders,  such meetings may be called by
each Trust's  Board at its  discretion,  or upon demand by the holders of 10% or
more of the  outstanding  shares of the Trust for the  purpose  of  electing  or
removing  Trustees.  Shareholders may receive  assistance in communicating  with
other  shareholders  in  connection  with the  election  or removal of  Trustees
pursuant to the provisions of Section 16(c) of the Investment Company Act.

Performance Information

From time to time, the Funds may publish their total return, and, in the case of
certain Funds,  current yield and tax  equivalent  yield in  advertisements  and
communications  to investors.  Performance data may be quoted separately for the
Class P shares as for other  classes.  Total return  information  generally will
include a Fund's average annual  compounded  rate of return over the most recent
four  calendar  quarters  and  over the  period  from the  Fund's  inception  of
operations.  A Fund  may also  advertise  aggregate  and  average  total  return
information  over  different   periods  of  time.  Each  Fund's  average  annual
compounded  rate of return is determined by reference to a  hypothetical  $1,000
investment that includes  capital  appreciation  and depreciation for the stated
period according to a specific formula.  Aggregate total return is calculated in
a similar  manner,  except  that the results are not  annualized.  Total  return
figures will reflect all recurring charges against each Fund's income.

Current yield as prescribed  by the SEC is an  annualized  percentage  rate that
reflects  the  change in value of a  hypothetical  account  based on the  income
received from the Fund during a 30-day period. It is computed by determining the
net  change,   excluding  capital  changes,  in  the  value  of  a  hypothetical
pre-existing  account  having a  balance  of one share at the  beginning  of the
period. A hypothetical  charge reflecting  deductions from shareholder  accounts
for  management  fees or shareholder  services fees, for example,  is subtracted
from the value of the  account at the end of the period  and the  difference  is
divided  by the value of the  account  at the  beginning  of the base  period to
obtain the base period return. The result is then  annualized. See  "Performance
Information" in the Statement of Additional Information.

Investment  results of the Funds will fluctuate over time, and any  presentation
of the Funds' total return or current  yield for any prior period  should not be
considered as a  representation  of what an  investor's  total return or current
yield may be in any future period. The Funds' Annual Report contains  additional
performance  information  and is available  upon  request and without  charge by
calling (800) 572-FUND.

Legal Opinion

The validity of shares offered by this  Prospectus  will be passed on by Heller,
Ehrman, White & McAuliffe, 333 Bush Street, San Francisco, California 94104.

Shareholder Reports and Inquiries

During the year, the Funds will send you the following information:

    o    Confirmation statements are mailed after every transaction that affects
         your  account  balance,  except  for  most  money  market  transactions
         (monthly)  and  pre-authorized   automatic  investment,   exchange  and
         redemption services (quarterly).

    o   Account statements are mailed after the close of each calendar  quarter.
         (Retain your fourth-quarter statement for your tax records.)

    o   Annual and semi-annual  reports  are mailed  approximately 60 days after
        June 30 and December 31.

    o   1099 tax form(s) are mailed by January 31.

    o   Annual updated prospectus is mailed to existing shareholders in  October
        or November.

Unless otherwise  requested,  only one copy of each shareholder  report or other
material sent to  shareholders  will be mailed to each  household  with accounts
under  common  ownership  and the  same  address  regardless  of the  number  of
shareholders or accounts at that household or address.  Any questions  should be
directed to The Montgomery Funds at (800) 572-3863 or (800) 572-FUND.


                                       33

<PAGE>

Backup Withholding

Tax identification number (TIN)

Be  sure to  complete  the  Tax  Identification  Number  section  of the  Fund's
application  when you open an  account.  Federal  tax law  requires  the Fund to
withhold 31% of taxable  dividends,  capital gains  distributions and redemption
and exchange  proceeds from accounts (other than those of certain exempt payees)
without a certified  Social  Security or tax  identification  number and certain
other certified  information or upon  notification from the IRS or a broker that
withholding is required.

A  shareholder  who does not have a TIN  should  apply  for one  immediately  by
contacting the local office of the Social  Security  Administration  or the IRS.
Backup withholding could apply to payments made to a shareholder's account while
awaiting  receipt  of a TIN.  Special  rules  apply for  certain  entities.  For
example,  for an account  established under the Uniform Gifts to Minors Act, the
TIN of the minor should be furnished.  If a shareholder has been notified by the
IRS that he or she is subject to backup withholding  because he or she failed to
report  all  interest  and  dividend  income  on his or her tax  return  and the
shareholder has not been notified by the IRS that such  withholding  will cease,
the  shareholder   should  cross  out  the  appropriate   item  in  the  Account
Application.  Dividends paid to a foreign shareholder's account by a Fund may be
subject to up to 30% withholding instead of backup withholding.

A shareholder  that is an exempt  recipient  should  furnish a TIN and check the
appropriate  box.  Exempt  recipients  include  certain  corporations,   certain
tax-exempt entities,  tax-exempt pension plans and IRAs,  governmental agencies,
financial  institutions,  registered  securities  and  commodities  dealers  and
others. For further information, see Section 3406 of the Code and consult with a
tax adviser. 

                       ---------------------------------

This  Prospectus is not an offering of the  securities  herein  described in any
state in which the offering is unauthorized. No salesman, dealer or other person
is  authorized to give any  information  or make any  representation  other than
those contained in this Prospectus, the Statement of Additional Information,  or
in the Funds' official sales literature.

                                       34

<PAGE>

                                    Glossary

o   Asset backed securities.  Asset backed securities are secured by and payable
    from, pools of assets,  such as motor vehicle  installment  sales contracts,
    installment  loan  contracts,  leases of various  types of real and personal
    property  and  receivables  from  revolving   credit  (e.g.,   credit  card)
    agreements.

o   Cash  equivalents.   Cash  equivalents  are  short-term,   interest  bearing
    instruments  or deposits and may include,  for  example,  commercial  paper,
    certificates of deposit, repurchase agreements,  bankers' acceptances,  U.S.
    Treasury bills, bank money market deposit accounts,  master demand notes and
    money market mutual funds.  These consist of high-quality  debt obligations,
    certificates of deposit and bankers'  acceptances  rated at least A-1 by S&P
    or  Prime-1 by  Moody's,  or the  issuer  has an  outstanding  issue of debt
    securities rated at least A by S&P or Moody's,  or are of comparable quality
    in the opinion of the Manager.

o   Collateral  assets  include  cash,  letters  of  credit,   U.S.   government
    securities or other high-grade liquid debt or equity securities (except that
    instruments   collateralizing  loans  by  the  Reserve  Fund  must  be  debt
    securities  rated in the highest  grade).  Collateral  assets are separately
    identified and rendered unavailable for investment or sale.

o   Collateralized  Mortgage  Obligations  (CMOs).  Derivative  mortgage-related
    securities  that  separate the cash flows of mortgage  pools into  different
    classes or tranches.  Stripped  mortgage  securities  are CMOs that allocate
    different  proportions  of  interest  and  principal  payments  on a pool of
    mortgages.  One class may receive all of the interest  (the interest only or
    "IO" class) while another may receive all of the principal  (principal  only
    or "PO"  class).  The yield to maturity  on any IO or PO class is  extremely
    sensitive  not only to  changes  in  interest  rates but also to the rate of
    principal  payments and  prepayments  on underlying  mortgages.  In the most
    extreme cases, an IO class may become worthless.

o   Convertible  security.  A fixed-income  security (a bond or preferred stock)
    that may be converted  at a stated  price within a specified  period of time
    into a  certain  quantity  of the  common  stock of the same or a  different
    issuer. Convertible securities are senior to common stock in a corporation's
    capital  structure but are usually  subordinated to similar  non-convertible
    securities.  The price of a convertible security is influenced by the market
    value of the underlying common stock.

o   Covered  call  option.  A call  option  is  "covered"  if the Fund  owns the
    underlying  securities,  has the right to acquire  such  securities  without
    additional  consideration,  has  collateral  assets  sufficient  to meet its
    obligations under the option, or owns an offsetting call option.

o   Covered put option.  A put option is  "covered"  if the Fund has  collateral
    assets with a value not less than the exercise  price of the option or holds
    a put option on the underlying security.

o   Depositary receipts include American Depositary Receipts ("ADRs"),  European
    Depositary Receipts ("EDRs"),  Global Depositary Receipts ("GDRs") and other
    similar  instruments.  Depositary  receipts are receipts typically issued in
    connection  with a U.S.  or  foreign  bank or  trust  company  and  evidence
    ownership of underlying securities issued by a foreign corporation.

o   Derivatives  include forward  currency  exchange  contracts,  stock options,
    currency options,  stock and stock index options,  futures contracts,  swaps
    and options on futures contracts on U.S.  Government and foreign  government
    securities and currencies.

o   Dollar roll  transaction.  A dollar roll transaction is similar to a reverse
    repurchase  agreement  except it  requires  a Fund to  repurchase  a similar
    rather than the same security.

o   Duration.  Traditionally, a debt security's "term to maturity" characterizes
    a security's  sensitivity to changes in interest  rates.  However,  "term to
    maturity"  measures only the time until a debt  security  provides its final
    payment,  taking no account of pre-maturity  payments.  Most debt securities
    provide interest  ("coupon") payments in addition to a final ("par") payment
    at maturity, and some securities have call provisions allowing the issuer to
    repay the instrument in full before  maturity date, each of which affect the
    security's  response to interest  rate  changes.  "Duration" is considered a
    more  precise  measure  of  interest  rate  risk  than  "term to  maturity."
    Determining  duration may involve the Manager's estimates of future economic
    parameters,   which  may  vary  from  actual  future  values.   Fixed-income
    securities  with effective  durations of three years are more  responsive to
    interest rate fluctuations than those with effective  durations of one year.
    For example, if interest rates rise by 1%, the value of securities having an
    effective  duration of three years will generally  decrease by approximately
    3%.

o   EAFE Index. The Morgan Stanley Capital International Europe,  Australia, Far
    East Index.

o   Emerging Market Companies.  A company is considered to be an emerging market
    company if its securities are principally traded in the capital market of an
    emerging market  country;  it derives at least 50% of its total revenue from
    either goods produced or services  rendered in emerging market  countries or
    from sales made in such emerging market  countries,  regardless of where the
    securities of such  companies  are  principally  traded;  or it is organized
    under  the laws of,  and with a  principal  office  in, an  emerging  market
    country. An emerging market country is one having an economy and market that
    are or would be  considered  by the World Bank or the  United  Nations to be
    emerging or developing.

o   Equity derivative securities include, among other things, options on  equity
    securities, warrants and future contracts on equity securities.

o   Equity swaps. Equity swaps allow the parties to exchange the dividend income
    or other  components  of return on an equity  investment  (e.g.,  a group of
    equity  securities  or an  index)  for a  component  of  return  on  another
    non-equity or equity  investment.  Equity swaps  transitions may be volatile
    and may present the Fund with counterparty risks.

                                       A 1

<PAGE>


o   FHLMC.  The Federal Home Loan Mortgage Corporation.

o   FNMA.  The Federal National Mortgage Association.

o   Forward  currency  contracts.  A forward  currency  contract  is a  contract
    individually  negotiated and privately  traded by currency traders and their
    customers and creates an obligation to purchase or sell a specific  currency
    for an agreed-upon  price at a future date. The Funds generally do not enter
    into forward  contracts  with terms greater than one year. A Fund  generally
    enters into forward contracts only under two circumstances. First, if a Fund
    enters into a contract for the purchase or sale of a security denominated in
    a foreign currency,  it may desire to "lock in" the U.S. dollar price of the
    security by entering into a forward  contract to buy the amount of a foreign
    currency needed to settle the transaction.  Second,  if the Manager believes
    that the currency of a particular foreign country will substantially rise or
    fall against the U.S. dollar, it may enter into a forward contract to buy or
    sell  the  currency  approximating  the  value  of some  or all of a  Fund's
    portfolio  securities  denominated in such  currency.  A Fund will not enter
    into a forward  contract if, as a result,  it would have more than one-third
    of total  assets  committed to such  contracts  (unless it owns the currency
    that it is obligated to deliver or has collateral assets sufficient to cover
    its obligations). Although forward contracts are used primarily to protect a
    Fund from adverse  currency  movements,  they involve the risk that currency
    movements will not be accurately predicted.

o   Futures and options on futures.  An  interest  rate  futures  contract is an
    agreement  to  purchase or sell debt  securities,  usually  U.S.  government
    securities,  at a specified  date and price.  For  example,  a Fund may sell
    interest rate futures contracts (i.e., enter into a futures contract to sell
    the underlying  debt security) in an attempt to hedge against an anticipated
    increase in interest rates and a corresponding decline in debt securities it
    owns. Each Fund will have  collateral  assets equal to the purchase price of
    the portfolio securities represented by the underlying interest rate futures
    contracts it has an obligation to purchase.

o   GNMA.  The Government National Mortgage Association.

o   Highly rated debt securities. Debt securities rated within the three highest
    grades  by  Standard  &  Poor's  Corporation  ("S&P")  (AAA  to A),  Moody's
    Investors Services,  Inc. ("Moody's") (Aaa to A) or Fitch Investor Services,
    Inc.  ("Fitch")  (AAA to A), or in unrated debt  securities  deemed to be of
    comparable quality by the Manager using guidelines  approved by the Board of
    Trustees.  See the Appendix to the Statement of Additional Information for a
    description of these ratings.

o   Illiquid securities.  The Funds treat any securities subject to restrictions
    on repatriation for more than seven days and securities issued in connection
    with foreign debt  conversion  programs that are restricted as to remittance
    of invested  capital or profit as illiquid.  The Funds also treat repurchase
    agreements  with  maturities  in excess of seven days as illiquid.  Illiquid
    securities do not include  securities  that are  restricted  from trading on
    formal  markets  for some  period of time but for  which an active  informal
    market exists,  or securities that meet the  requirements of Rule 144A under
    the Securities Act of 1933 and that,  subject to the review by the Board and
    guidelines adopted by the Board, the Manager has determined to be liquid.

o   Investment  grade.  Investment  grade debt securities are those rated within
    the four  highest  grades by S&P (at least  BBB),  Moody's (at least Baa) or
    Fitch  (at  least  Baa)  or  in  unrated  debt  securities  deemed  to be of
    comparable quality by the Manager using guidelines  approved by the Board of
    Trustees.

o   Leverage.  Some  Funds may use  leverage  in an effort to  increase  return.
    Although  leverage  creates an opportunity for increased income and gain, it
    also creates special risk  considerations.  Leveraging also creates interest
    expenses that can exceed the income from the assets retained.

o   Options  on  securities,  securities  indices  and  currencies.  A Fund  may
    purchase  call  options on  securities  which it intends to purchase  (or on
    currencies in which those  securities are denominated) in order to limit the
    risk of a  substantial  increase in the market price of such security (or an
    adverse  movement  in the  applicable  currency).  A Fund may  purchase  put
    options on particular securities (or on currencies in which those securities
    are  denominated)  in order to protect against a decline in the market value
    of the  underlying  security  below the exercise price less the premium paid
    for the option (or an adverse movement in the applicable  currency  relative
    to the U.S.  dollar).  Prior to expiration,  most options are expected to be
    sold in a closing  sale  transaction.  Profit or loss from the sale  depends
    upon whether the amount  received is more or less than the premium paid plus
    transaction costs. A Fund may purchase put and call options on stock indices
    in order to hedge against risks of stock market or industry-wide stock price
    fluctuations.

o   Repurchase agreement.  With a repurchase  agreement,  a Fund acquires a U.S.
    Government  security or other  high-grade  liquid debt  instrument  (for the
    Reserve  Fund,  the  instrument  must be rated in the highest  grade) from a
    financial  institution  that  simultaneously  agrees to repurchase  the same
    security at a specified time and price.

o   Reverse  dollar roll  transactions.  When a Fund engages in a reverse dollar
    roll, it purchases a security from a financial  institution and concurrently
    agrees to resell a similar  security to that  institution at a later date at
    an agreed-upon price.

o   Reverse  repurchase  agreement.  In a reverse repurchase  agreement,  a Fund
    sells to a  financial  institution  a  security  that it holds and agrees to
    repurchase the same security at an agreed-upon price and date.

o   S&P 500.  Standard & Poor's 500 Composite Price Index.

o   Securities lending. A fund may lend securities to brokers, dealers and other
    financial  organizations.   Each  securities  loan  is  collateralized  with
    collateral assets in an amount at least equal to the current market value of
    the loaned  securities,  plus accrued interest.  There is a risk of delay in
    receiving  collateral or in recovering the securities  loaned or even a loss
    of rights in collateral should the borrower fail financially.

o   U.S.  government  securities  include U.S. Treasury bills,  notes, bonds and
    other obligations issued or guaranteed by the U.S. Government,  its agencies
    or instrumentalities.

                                       A 2

<PAGE>

o   Variable  rate demand  notes.  Variable  rate  demand  notes  ("VRDNs")  are
    instruments  with rates of interest  adjusted  periodically or which "float"
    continuously  according to specific formulae and often have a demand feature
    entitling the purchaser to resell the securities.

o   A warrant  typically is a long-term  option that permits the holder to buy a
    specified  number of shares of the  issuer's  underlying  common  stock at a
    specified  exercise  price by a  particular  expiration  date. A warrant not
    exercised or disposed of by its expiration date expires worthless.

o   When-issued and forward commitment  securities.  The Funds may purchase U.S.
    Government or other securities on a "when-issued"  basis and may purchase or
    sell securities on a "forward  commitment" or "delayed  delivery" basis. The
    price is fixed at the time the  commitment is made, but delivery and payment
    for the securities  take place at a later date.  When-issued  securities and
    forward  commitments  may be sold prior to the  settlement  date, but a Fund
    will enter into when-issued and forward  commitments only with the intention
    of actually  receiving or delivering  the  securities.  No income accrues on
    securities that have been purchased pursuant to a forward commitment or on a
    when-issued  basis prior to  delivery  to a Fund.  At the time a Fund enters
    into a transaction on a when-issued or forward commitment basis, it supports
    its obligation with collateral  assets equal to the value of the when-issued
    or forward  commitment  securities  and causes the  collateral  assets to be
    marked  to market  daily.  There is a risk  that the  securities  may not be
    delivered and that the Fund may incur a loss.

o   Zero coupon bonds.  Zero coupon bonds are debt  obligations  that do not pay
    current interest and are consequently issued at a significant  discount from
    face value.  The  discount  approximates  the total  interest the bonds will
    accrue   and   compound   over  the   period  to   maturity   or  the  first
    interest-payment  date at a rate of interest  reflecting  the market rate of
    interest at the time of issuance.




                                       A 3

<PAGE>

                               Investment Manager
                        Montgomery Asset Management, L.P.
                              101 California Street
                         San Francisco, California 94111
                                 1-800-572-FUND

                                   Distributor
                              Montgomery Securities
                              600 Montgomery Street
                         San Francisco, California 94111
                                 1-415-627-2485

                                    Custodian
                          Morgan Stanley Trust Company
                              One Pierrepont Plaza
                            Brooklyn, New York 11201

                                 Transfer Agent
                                DST Systems, Inc.
                                 P.O. Box 419073
                        Kansas City, Missouri 64141-6073
                                 1-800-572-3863

                                    Auditors
                              Deloitte & Touche LLP
                                50 Fremont Street
                         San Francisco, California 94105

                                  Legal Counsel
                        Heller, Ehrman, White & McAuliffe
                                 333 Bush Street
                         San Francisco, California 94104




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