MONTGOMERY FUNDS I
485APOS, 1997-02-06
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    As filed with the Securities and Exchange Commission on February 6, 1997
    

                                                      Registration Nos. 33-34841
                                                                        811-6011


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-1A

   
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         Post-Effective Amendment No. 46
                                       and

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                Amendment No. 47
    

                              THE MONTGOMERY FUNDS
             (Exact Name of Registrant as Specified in its Charter)

                              101 California Street
                         San Francisco, California 94111
                     (Address of Principal Executive Office)

                                 1-800-572-3863
              (Registrant's Telephone Number, Including Area Code)

                                  JACK G. LEVIN
                              600 Montgomery Street
                         San Francisco, California 94111
                     (Name and Address of Agent for Service)

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

             It is proposed that this filing will become effective:

   
            --       immediately upon filing pursuant to Rule 485(b)
            --       on __________, 1996 pursuant to Rule 485(b)
             X       60 days after filing pursuant to Rule 485(a)(1)
            --
                     75 days after filing pursuant to Rule 485(a)(2)
            --
            --       on ________________ pursuant to Rule 485(a)
    

         Pursuant to Rule 24f-2 under the  Investment  Company Act of 1940,  the
Registrant  has  registered  an  indefinite   number  of  securities  under  the
Securities Act of 1933. The Rule 24f-2 Notice for the  Registrant's  fiscal year
ended June 30, 1996 was filed on August 28, 1996.

                                   ----------

                     Please Send Copy of Communications to:

                               JULIE ALLECTA, ESQ.
                              DAVID A. HEARTH, ESQ.
                        Heller, Ehrman, White & McAuliffe
                                 333 Bush Street
                         San Francisco, California 94104
                                 (415) 772-6000
           Total number of pages _____. Exhibit Index appears at _____

<PAGE>

                              THE MONTGOMERY FUNDS


                      CONTENTS OF POST-EFFECTIVE AMENDMENT

         This  post-effective  amendment  to the  registration  statement of the
Registrant contains the following documents

         Facing Sheet

         Contents of Post-Effective Amendment

   
         Cross-Reference Sheet for shares of Montgomery Emerging Asia Fund

         Part A - Prospectus for Class R shares of Montgomery Emerging Asia Fund

         Part A - Prospectus for Class P shares of Montgomery Emerging Asia Fund

         Part A - Prospectus for Class L shares of Montgomery Emerging Asia Fund
    

         Part C - Other Information

         Signature Page

         Exhibit

<PAGE>


                              THE MONTGOMERY FUNDS


                              CROSS REFERENCE SHEET

                                    FORM N-1A
<TABLE>

                   Part A: Information Required in Prospectus
                              (For Each Prospectus)


<CAPTION>
                                                       Location in the
N-1A                                                   Registration Statement
Item No.           Item                                by Heading
- -------            ----                                ----------
<S>                <C>                                 <C>

1.                 Cover Page                          Cover Page

2.                 Synopsis                            "Fees and Expenses of the Fund"

3.                 Condensed Financial                 Not Applicable

4.                 General Description of Registrant   Cover Page, "The Fund's Investment Objective and Policies,"
                                                       "Portfolio Securities," "Other Investment Practices," "Risk
                                                       Considerations" and "General Information"

5.                 Management of                       "The Fund's Investment Objective and Policies,"
                   the Fund                            "Management of the Fund" and
                                                       "How to Invest in the Fund"

5A.                Management's Discussion             Not Applicable (contained in the Fund's Annual
                   of Fund Performance                 Report)

6.                 Capital Stock and                   "Dividends and Distributions,"
                   Other Securities                    "Taxation" and "General Information"

7.                 Purchase of Securities              "How to Invest in the Fund,"
                   Being Offered                       "How Net Asset Value is Determined,"
                                                       "General Information" and
                                                       "Backup Withholding Instructions"

8.                 Redemption or                       "How to Redeem an Investment in the Fund" and
                   Repurchase                          "General Information"

9.                 Pending Legal                       Not Applicable
                   Proceedings

</TABLE>
<PAGE>
   
    


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

                                     PART A

                          PROSPECTUS FOR CLASS R SHARES

                          MONTGOMERY EMERGING ASIA FUND

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


<PAGE>

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


   
Prospectus
April 7, 1997
    


Class R shares of the Montgomery  Emerging Asia Fund (the "Fund") are offered in
this  Prospectus.   The  Fund  seeks  long-term  capital   appreciation  through
investment primarily in the equity securities of emerging Asian companies. As is
the case for all mutual  funds,  attainment of the Fund's  investment  objective
cannot be assured.

The  Fund's  shares  are  sold  at net  asset  value  with  no  sales  load,  no
commissions,  no Rule 12b-1 fees and no exchange  fees. In general,  the minimum
initial investment in the Fund is $1,000, and subsequent  investments must be at
least $100. The Manager or the Distributor,  under any circumstances that either
deems appropriate, may waive these minimums. See "How to Invest in the Fund."

The Fund,  which is a  separate  series of The  Montgomery  Funds,  an  open-end
management  investment company, is managed by Montgomery Asset Management,  L.P.
(the "Manager"), an affiliate of Montgomery Securities (the "Distributor").

   
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.

The Fund may offer  other  classes of shares to  investors  eligible to purchase
those shares.  The other classes of shares may have  different fees and expenses
than the class of shares offered in this  Prospectus,  and those  different fees
and expenses may affect performance.  To obtain 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.




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

Fees and Expenses of the Fund                                                3
- --------------------------------------------------------------------------------

The Fund's Investment Objectives and Policies                                4
- --------------------------------------------------------------------------------

Portfolio Securities                                                         4
- --------------------------------------------------------------------------------

Other Investment Practices                                                   6
- --------------------------------------------------------------------------------

Risk Considerations                                                          9
- --------------------------------------------------------------------------------

Management of the Fund                                                      11
- --------------------------------------------------------------------------------

How To Invest in the Fund                                                   13
- --------------------------------------------------------------------------------

How To Redeem an Investment in the Fund                                     17
- --------------------------------------------------------------------------------

Exchange Privileges and Restrictions                                        19
- --------------------------------------------------------------------------------

How Net Asset Value is Determined                                           20
- --------------------------------------------------------------------------------

Dividends and Distributions                                                 20
- --------------------------------------------------------------------------------

Taxation                                                                    20
- --------------------------------------------------------------------------------

   
General Information                                                         21
- --------------------------------------------------------------------------------
    

Backup Withholding Instructions                                             22
- --------------------------------------------------------------------------------

                                       2
<PAGE>

                          Fees And Expenses Of The Fund


Shareholder Transaction Expenses for the Fund
<TABLE>

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

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


Estimated Annual Operating Expenses (as a percentage of average net assets)

                                               Montgomery Emerging Asia Fund
- --------------------------------------------------------------------------------
Management Fee*                                            1.25%
- --------------------------------------------------------------------------------
Other Expenses                                             0.65%
(after reimbursement)*
- --------------------------------------------------------------------------------
Total Fund Operating Expenses*                             1.90%
- --------------------------------------------------------------------------------

The previous  tables are intended to assist the  investor in  understanding  the
various direct and indirect costs and expenses of the Fund.  Operating  expenses
are paid out of the Fund's  assets and are factored into the Fund's share price.
The  Fund  estimates  that it will  have the  expenses  listed  (expressed  as a
percentage of average net assets) for the current fiscal year.

+  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 Fund reserves the right, upon 60 days' advance
   notice to  shareholders,  to impose a redemption fee of up to 1.00% on shares
   redeemed  within 90 days of  purchase.  The Fund also  reserves  the right to
   impose a $20 annual account  maintenance  fee on accounts that fall below the
   minimum investment because of redemption. See "How to Redeem an Investment in
   the Fund."

*  Expenses for the Fund are estimated. The Manager will reduce its fees and may
   absorb or reimburse the 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 the Fund or the  maximum  allowed  by  applicable
   state expense limitations.  The Fund is required to reimburse the Manager for
   any reductions in the Manager's fee only during the two years  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 by the Fund for fees and expenses for
   the current year. Absent the reduction,  actual total Fund operating expenses
   are estimated to be 3.25% (2.00% other  expenses).  The Manager may terminate
   these voluntary reductions at any time. See "Management of the Fund."

Example of Expenses for the Fund

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

                                              Montgomery Emerging Asia Fund
- --------------------------------------------------------------------------------
1 Year                                                     $19
- --------------------------------------------------------------------------------
3 Years                                                    $55
- --------------------------------------------------------------------------------
5 Years                                                    N/A
- --------------------------------------------------------------------------------
10 Years                                                   N/A
- --------------------------------------------------------------------------------

This example is to help potential  investors  understand the effect of expenses.
Investors should  understand that this example does not represent past or future
expenses or returns and that actual expenses and returns may vary.

                                       3
<PAGE>
The Fund's Investment Objective And Policies

The  investment  objective  and  general  investment  policies  of the  Fund are
described below. Specific portfolio securities that may be purchased by the Fund
are described in "Portfolio Securities" beginning on page 4. Specific investment
practices  that may be employed by the Fund are  described in "Other  Investment
Practices" beginning on page 6. Certain risks associated with investments in the
Fund  are  described  in  those  sections  as well as in  "Risk  Considerations"
beginning on page 9.

   
The Investment  objective of the Fund is long term capital  appreciation,  which
under normal  conditions  it seeks by investing at least 65% of its total assets
in equity  securities  of  companies  that have their  principal  activities  in
emerging  Asian  countries.  The Fund  currently  considers  the following to be
emerging Asian  countries:  Bangladesh,  China and Hong Kong (the fund considers
China and Hong Kong to be one single emerging Asia country),  India,  Indonesia,
Korea,  Malaysia,  Pakistan, the Philippines,  Singapore,  Sri Lanka, Taiwan and
Thailand. The Fund does not expect to invest in Japanese securities, however. In
the future,  the Fund may invest in other  countries in Asia when their  markets
become  sufficiently  developed.  Under normal  conditions,  the Fund  maintains
investments in at least three emerging Asian  countries at all times and invests
no more than  one-third of its total assets in any one  emerging  Asian  country
(other  than China and Hong Kong or Malaysia  where the Fund may invest  without
being subject to the one-third of total assets limit).  As part of the remaining
35% of its total assets,  the Fund may invest in more developed Asian countries,
such as  Japan,  that  may  serve  defensive  purposes  in an  Asian  portfolio.
Alternatively,  companies in more developed  Asian markets may have  significant
operations in emerging Asian countries.
    

The Fund  considers a company to be an emerging  Asian company if its securities
are  principally  traded in the capital market of an emerging Asian country;  it
derives at least 50% of its total revenue from either goods produced or services
rendered in emerging  Asian  countries or from sales made in such emerging Asian
countries,  regardless  of where the  securities  of such company are  primarily
traded;  or it is organized under the laws of, and with a principal office in an
emerging Asian country.

Emerging Asian countries are in various stages of economic development with most
being  considered  emerging  markets.  Each country has its unique  risks.  Most
emerging Asian countries are heavily dependent on international trade. Some have
prosperous  economies,  but are sensitive to world commodity prices.  Others are
especially  vulnerable  to recession in other  countries.  Some  emerging  Asian
countries  have  experienced  rapid  growth,  although many suffer from obsolete
financial systems,  economic problems,  or archaic legal systems.  The return of
Hong Kong to Chinese  dominion  will  affect  emerging  Asian  countries  in the
Pacific region.  For  information on risks,  see "Portfolio  Securities,"  "Risk
Considerations" and the Statement of Additional Information.

The 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 high yield  debt  securities
rated  below  investment  grade  (also known as "junk  bonds.")  See  "Portfolio
Securities"  and "Risk  Considerations."  During the two- to three-month  period
following  commencement of the Fund's  operations,  the Fund may have its assets
invested substantially in cash and cash equivalents.

The Fund may invest in certain  debt  securities  issued by the  governments  of
emerging  Asian  countries  that are, or may be eligible  for,  conversion  into
investments in emerging Asian 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.  See  "Portfolio
Securities."
   
Josephine  S.  Jimenez,  Bryan L.  Sudweeks,  Angeline  Ee and Frank  Chiang are
responsible for managing the Fund's portfolio. See "Management of the Fund."
    
Portfolio Securities

Equity Securities

In seeking its investment objective,  the Fund emphasizes  investments in common
stock.  The Fund also may invest in other types of equity  securities and equity
derivative  securities  such  as  preferred  stocks,   convertible   securities,
warrants, units, rights, and options on securities and on securities indices.

Depositary Receipts

The Fund may  invest  in both  sponsored  and  unsponsored  American  Depositary
Receipts ("ADRs"),  European  Depositary  Receipts  ("EDRs"),  Global Depositary
Receipts  ("GDRs") and other  similar  global  instruments.  ADRs  typically are
issued by a U.S.  bank or trust  company and evidence  ownership  of  underlying
securities issued by a foreign  corporation.  EDRs, sometimes called Continental
Depositary Receipts, are issued in Europe,  typically by foreign banks and trust
companies,  and  evidence  ownership  of either  foreign or domestic  underlying
securities. GDRs are issued in foreign countries, typically by foreign banks and
trust  companies,   and  evidence   ownership  of  either  foreign  or  domestic
securities.  Unsponsored  ADR, EDR 

                                       4
<PAGE>
and GDR  programs are  organized  without the  cooperation  of the issuer of the
underlying securities.  As a result, available information concerning the issuer
may not be as current as for sponsored  ADRs,  EDRs and GDRs,  and the prices of
unsponsored ADRs, EDRs and GDRs may be more volatile.

Convertible Securities

The Fund may invest in  convertible  securities.  A  convertible  security  is 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.  Through their  conversion
feature,  they provide an opportunity  to  participate  in capital  appreciation
resulting from a market price advance in the underlying  common stock. The price
of a convertible  security is  influenced by the market value of the  underlying
common stock and tends to increase as the common  stock's market value rises and
decrease as the common stock's market value declines. For purposes of allocating
Fund investments, the Manager regards convertible securities as a form of equity
security.

Securities Warrants and Rights

The Fund may invest up to 5% of its net assets in warrants and rights, including
up to 2% of net assets for those not listed on a securities  exchange. 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. Stock index warrants entitle the holder
to  receive,  upon  exercise,  an  amount in cash  determined  by  reference  to
fluctuations  in the level of a specified  stock  index.  A right (also called a
subscription  right)  is a  privilege  granted  to  existing  shareholders  of a
corporation  to  subscribe to shares of a new issue of common stock before it is
offered to the public,  which  entitles  the holder to buy the new common  stock
below the public offering price. A right, like a warrant, is transferable. Also,
a warrant or a right not exercised or disposed of by its expiration date expires
worthless.

Privatizations

The Fund  believes  that  foreign  government  programs of selling  interests in
government-owned  or  controlled  enterprises  ("privatizations")  may represent
opportunities for significant capital  appreciation,  and the Fund may invest in
privatizations.  The ability of U.S. entities,  such as the Fund, 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 Fund  believes  that  carefully  selected  investments  in  joint  ventures,
cooperatives,  partnerships, private placements, unlisted securities and similar
vehicles   (collectively,   "special  situations")  could  enhance  its  capital
appreciation potential. The Fund also may invest in certain types of vehicles or
derivative  securities that represent indirect investments in foreign markets or
securities  in  which  it is  impractical  for  the  Fund  to  invest  directly.
Investments in special situations may be illiquid,  as determined by the Manager
based on criteria  reviewed by the Board. The Fund does not invest more than 15%
of its net assets in illiquid investments, including special situations.

Investment Companies

The 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 Fund 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 Fund also may incur tax  liability to the extent it
invests 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 Fund. See the Statement of Additional Information.

The Fund does 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,  the Fund bears its ratable share of that
investment  company's expenses,  including advisory and administration  fees. In
accordance with applicable state regulatory  provisions,  the Manager has agreed
to waive its own management fee with respect to the portion of the Fund's assets
invested in other open-end (but not closed-end) investment companies.

                                       5
<PAGE>

Debt Securities

The Fund may purchase debt  securities  that complement its objective of capital
appreciation through anticipated  favorable changes in relative foreign exchange
rates, in relative interest rate levels, or in the  creditworthiness of issuers.
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, the Fund will
not invest more than 5% of its total assets in debt securities  rated lower than
BBB by S&P, Baa by Moody's or BBB by Fitch, or in unrated debt securities deemed
to be of  comparable  quality by the Manager  using  guidelines  approved by the
Board of Trustees.  Subject to this limitation,  the Fund may invest in any debt
security, including securities in default. After its purchase by the Fund a debt
security may cease to be rated or its rating may be reduced  below that required
for  purchase by the Fund.  Neither  event  would  require  elimination  of that
security from the Fund's  portfolio.  However,  a security  downgraded below the
Fund's minimum credit levels  generally  would be retained only if retention was
determined  by the  Manager  and  subsequently  by the  Board  to be in the best
interests of the Fund. See "Risk Considerations."

In  addition  to  traditional  corporate,   government  and  supranational  debt
securities,  the Fund may invest in external  (i.e.,  to foreign  lenders)  debt
obligations  issued by the governments,  governmental  entities and companies of
emerging Asia countries.

The  percentage  distribution  between equity and debt will vary from country to
country.  The following factors,  among others, will influence the proportion of
the Fund's assets to be invested in equity  securities  versus debt  securities:
levels and anticipated trends in inflation and interest rates;  expected rate of
economic  growth and corporate  profits  growth;  changes in government  policy,
including regulations governing industry,  trade, financial markets, and foreign
and domestic investment;  stability,  solvency and expected trends of government
finances;  and conditions of the balance of payments and changes in the terms of
trade.

U.S. Government Securities

The Fund 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  Government  National  Mortgage
Association  ("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 Federal
National  Mortgage  Association  ("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  Fund's  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.

Other Investment Practices

The Fund also may engage in the investment  practices  described below,  each of
which  may  involve   certain   special  risks.   The  Statement  of  Additional
Information,  under the heading "Investment Objective and Policies of the Fund,"
contains more detailed  information about certain of these practices,  including
limitations designed to reduce risks.

Repurchase Agreements

The  Fund  may  enter  into  repurchase  agreements.  Pursuant  to a  repurchase
agreement,  the Fund  acquires a U.S.  Government  security or other  high-grade
liquid debt instrument from a financial  institution that simultaneously  agrees
to repurchase  the same security at a specified  time and price.  The repurchase
price reflects an  agreed-upon  rate of return not determined by the coupon rate
on the  underlying  security.  Under  the  Investment  Company  Act,  repurchase
agreements   are  considered  to  be  loans  by  the  Fund  and  must  be  fully
collateralized by cash, letters of credit, U.S.  Government  securities or other
high-grade  liquid debt or equity  securities  that the Fund's  custodian,  or a
designated  sub-custodian  either  places in a segregated  account or separately
identifies and renders unavailable for investment  ("Segregable Assets"). If the
seller  defaults on its obligation to repurchase the  underlying  security,  the
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.

                                       6
<PAGE>

Borrowing

The  Fund  may  borrow  money  from  banks  and  engage  in  reverse  repurchase
transactions,  in an amount  not to exceed  one-third  of the value of its total
assets to meet  temporary  or  emergency  purposes,  and the Fund may pledge its
assets in connection with such borrowings.  The Fund may not purchase securities
if such borrowings exceed 10% of its total assets.

Reverse Repurchase Agreements

The Fund may enter into reverse repurchase  agreements.  In a reverse repurchase
agreement,  the 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.

Leverage

The Fund may leverage its portfolio to increase total return.  Although leverage
creates an opportunity  for increased  income and gain, it also creates  special
risk  considerations.  For example,  leveraging  may magnify  changes in the net
asset values of the Fund's  shares and in the yield on its  portfolio.  Although
the principal of such borrowings will be fixed,  the Fund's assets may change in
value while the borrowing is outstanding.  Leveraging  creates interest expenses
that can exceed the income from the assets retained.

Securities Lending

The  Fund  may  lend   securities  to  brokers,   dealers  and  other  financial
organizations.  These loans may not exceed 30% of the Fund's total assets.  Each
securities loan is  collateralized  with Segregable 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 the collateral should the borrower
of the securities fail financially.

When-Issued and Forward Commitment Securities

The Fund 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,  normally 7
to 15 days  or,  in the  case  of  certain  CMO  issues,  45 to 60  days  later.
When-issued  securities  and  forward  commitments  may  be  sold  prior  to the
settlement   date,  but  the  Fund  will  enter  into  when-issued  and  forward
commitments  only with the  intention of actually  receiving or  delivering  the
securities,  as the case may be. No income accrues on securities  that have been
purchased  pursuant to a forward  commitment or on a when-issued  basis prior to
delivery to the Fund. If the Fund disposes of the right to acquire a when-issued
security prior to its acquisition or disposes of its right to deliver or receive
against a forward commitment, it may incur a gain or loss.

At the time the Fund  enters  into a  transaction  on a  when-issued  or forward
commitment  basis, it causes its custodian to segregate  Segregable Assets equal
to the value of the when-issued or forward commitment  securities and causes the
Segregable  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.

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 Fund,  the Fund may employ certain
risk  management  practices  using  the  following  derivative   securities  and
techniques (known as "derivatives"):  forward currency exchange contracts, stock
options,  currency options, and stock and stock index options, futures contracts
and  options  on  futures  contracts  on  foreign   government   securities  and
currencies.  The Board of the  Trust  has  adopted  derivative  guidelines  that
require the Board to review each new type of derivative  that may be used by the
Fund. Markets in some countries currently do not have instruments  available for
hedging transactions relating to currencies or to securities denominated in such
currencies  or to  securities  of issuers  domiciled or  principally  engaged in
business in such  countries.  To the extent that such markets do not exist,  the
Manager may not be able to hedge its investment  effectively in such  countries.
Furthermore,  the 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.

Forward Currency Contracts

A forward currency  contract is 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 Fund
normally  conducts its foreign currency exchange  transactions  either on a spot
(i.e.,  cash) basis at the spot rate in the foreign currency  exchange 

                                       7
<PAGE>
market  at the  time  of the  transaction,  or  through  entering  into  forward
contracts to purchase or sell  foreign  currencies  at a future  date.  The Fund
generally  does not enter into  forward  contracts  with terms  greater than one
year.

The Fund generally enters into forward  contracts only under two  circumstances.
First, if the 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 the Fund's
portfolio securities  denominated in such currency. The 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 caused its custodian to segregate  Segregable Assets
having a value sufficient to cover its obligations).  Although forward contracts
are used  primarily to protect the Fund from adverse  currency  movements,  they
involve the risk that currency movements will not be accurately predicted.

Options on Securities, Securities Indices and Currencies

The Fund may purchase put and call options on securities and  currencies  traded
on U.S.  exchanges and, to the extent  permitted by law, foreign  exchanges,  as
well as in the  over-the-counter  market.  The 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).  The 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). Put options allow the Fund
to protect  unrealized  gain in an  appreciated  security  that it owns  without
selling that security. 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.

The Fund also may  purchase  put and call  options on stock  indices in order to
hedge against risks of stock market or industry-wide  stock price  fluctuations.
The Fund may purchase options on currencies in order to hedge its positions in a
manner  similar to its use of forward  foreign  exchange  contracts  and futures
contracts on currencies.

Futures and Options on Futures

To protect against the effect of adverse changes in interest rates, the Fund may
purchase and sell  interest  rate futures  contracts.  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. In addition, the Fund may
purchase  and sell put and call options on interest  rate  futures  contracts in
lieu of entering into the underlying  interest rate futures contracts.  The Fund
segregates  Segregable  Assets  equal to the  purchase  price  of the  portfolio
securities  represented by the underlying interest rate futures contracts it has
an obligation to purchase.

The 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.  The 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.

Hedging Considerations

Hedging  transactions involve certain risks. While the Fund may benefit from the
use  of  hedging  transactions,  unanticipated  changes  in  interest  rates  or
securities prices may result in poorer overall  performance for the 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,  the Fund pays commissions and other costs in connection with
such investments.

Illiquid Securities

The Fund may not invest more than 15% of its net assets in illiquid  securities.
The Fund treats 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 Fund also treats repurchase  agreements with maturities in excess
of seven days as illiquid.  Illiquid  securities do not include  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.  State  securities  laws may impose further
limitations  on the amount of illiquid  or  restricted  securities  the Fund may
purchase.

                                       8
<PAGE>
Defensive Investments and Portfolio Turnover

Notwithstanding its investment  objective,  the 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 the 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 the Fund.

Portfolio  securities  are sold  whenever the Manager  believes it  appropriate,
regardless  of how long the  securities  have been held.  The Manager  therefore
changes the Fund's  investments  whenever it believes  doing so will 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  the  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.  Portfolio  turnover  in  excess  of  100% is
considered high and increases such costs. The annual portfolio  turnover for the
Fund is expected to be  approximately  125%. Even if the portfolio  turnover for
the Fund is in excess of 125%, the Fund would not consider portfolio turnover as
a limiting factor.

Investment Restrictions

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

The Fund has  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

Concentration in Securities of Emerging Asian Companies
   
The Fund  concentrates  its  investments in companies that have their  principal
activities in emerging Asian countries. Consequently, the Fund's share value may
be more volatile than that of investment  companies not sharing this  geographic
concentration.  The value of the Fund's shares may vary in response to political
and economic factors affecting issuers in emerging Asian countries. Although the
Fund  normally  does not expect to invest in Japanese  companies,  some emerging
Asian  economies  are directly  affected by Japanese  capital  investment in the
region and by Japanese  consumer  demands.  Many of the emerging Asian countries
are developing both  economically and  politically.  Emerging Asia countries may
have relatively unstable governments,  economies based on only a few commodities
or industries,  and securities  markets trading  infrequently or in low volumes.
Some emerging Asian countries restrict the extent to which foreigners may invest
in their securities markets. Securities of issuers located in some emerging Asia
countries tend to have volatile prices and may offer  significant  potential for
loss as well as gain.  Further,  certain companies in emerging Asia may not have
firmly established product markets, may lack depth of management, or may be more
vulnerable  to political or economic  developments  such as  nationalization  of
their own  industries.  Moreover,  as long as the Fund invests in at least three
emerging Asia countries,  it may invest more than 90% of its assets in China and
Hong Kong. Alternatively, it may invest more than 90% of its assets in Malaysia.
Such a heavy  concentration of investment in a few countries may make the Fund's
share value  extremely  volatile  and, in the event of any economic  downturn or
other events  adversely  affecting those  countries,  such events' impact on the
Fund  will be more  magnified  than if the  Fund  did  not  have  such a  narrow
concentration.
    
Small Companies

The Fund may invest in smaller  companies that may benefit from the  development
of new  products and  services.  These  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 the prices of the
securities of larger issuers.

                                       9
<PAGE>
Foreign Securities

In addition to the  special  risks of  investing  in  emerging  Asian  countries
discussed  above,  there are general risk associated with investments in foreign
securities.

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,  the Fund 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  by the Fund 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  and  resulted in
settlement  difficulty.  The  inability  of the 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 if it had
entered into a contract to sell the  security.  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  the Fund  may  invest  may also be
smaller,  less liquid, and subject to greater price volatility than those in the
U.S.

Because  the  securities  owned  by the  Fund  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 the Fund's securities denominated in the currency. Such
changes also affect the Fund's income and  distributions  to  shareholders.  The
Fund may be affected either  favorably or unfavorably by changes in the relative
rates of exchange between the currencies of different nations,  and the 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.

Some  countries  in which the Fund may  invest  may also 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 the 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 Fund is 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,  lower
quality  debt  securities  (i.e.,  securities  rated  below  BBB or Baa) or,  if
unrated,  deemed to be of  equivalent  investment  quality as  determined by the
Manager.  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,  the Fund does not  invest  more  than 5% of its total  assets in debt
securities rated lower than BBB by S&P or Baa by Moody's or, if unrated,  deemed
to be of  comparable  quality as  determined  by the  Manager  using  guidelines
approved by the Board.  The Board may consider a change 

                                       10
<PAGE>
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 the Fund and its 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,  the Fund may purchase  defaulted  debt
securities  if, in the opinion of the  Manager,  the issuer may resume  interest
payments in the near future.

Interest Rates

The market value of debt  securities  sensitive to prevailing  interest rates is
inversely  related to actual  changes in interest  rates.  That is, a decline in
interest  rates  produces an increase  in the market  value of these  securities
while an increase in interest  rates produces a decrease.  Moreover,  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.

Management Of The Fund

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

Montgomery  Asset  Management,  L.P.,  is the Fund's  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 Fund. Its
general  partner is  Montgomery  Asset  Management,  Inc.,  and its sole limited
partner is Montgomery Securities,  the Fund's 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.

Founded in 1969,  Montgomery Securities is a fully integrated and highly focused
investment banking  partnership  specializing in emerging growth companies.  The
firm's  areas of  expertise  include  research,  corporate  finance,  sales  and
trading,  and venture  capital.  Its research  department is one of the largest,
most  experienced  groups  headquartered  outside  the East  Coast.  Through its
corporate  finance  department,  Montgomery  Securities  is  a  well  recognized
underwriter of public  offerings and provides broad  distribution  of securities
through its sales and trading organization.

Portfolio Managers

   
The Fund is managed by Josephine S. Jimenez, Bryan L. Sudweeks,  Angeline Ee and
Frank Chiang.

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.

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.

Angeline Ee is a 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.

Frank  Chiang is a  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.
    

                                       11
<PAGE>

Management Fees and Other Expenses

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

                                   Average Daily Net Assets        Annual Rate  
- --------------------------------------------------------------------------------
Montgomery Emerging Asia Fund      First $500 million                  1.25%
                                   Next $500 million                   1.10%
                                   Over $1 billion                     1.00%
- --------------------------------------------------------------------------------

The Manager also serves as the Fund's Administrator (the  "Administrator").  The
Administrator  performs  services  with regard to various  aspects of the Fund's
administrative  operations.  As compensation,  the Fund pays the Administrator a
monthly fee at the annual rate of seven one-hundredths of one percent (0.07%) of
average daily net assets (0.06% of daily net assets over $500 million).

The  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 the Fund's  operations,
plus any extraordinary and nonrecurring  expenses that are not expressly assumed
by the Manager.

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 one and  nine-tenths  of one percent
(1.90%) of the Fund's  average net  assets.  The  Manager  also may  voluntarily
reduce additional  amounts to increase the return to the 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 the Fund within
the  following  two  years,  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 Fund for fees and expenses for the current year.

In addition, the Manager may elect to absorb operating expenses that the Fund is
obligated to pay in order to increase the return to the Fund's investors. To the
extent the Manager performs a service or assumes an operating  expense for which
the 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 the Fund for the
Manager's costs incurred in rendering such service or assuming such expense. The
Manager, out of its own funds, also may compensate broker-dealers who distribute
the  Fund's  shares  as well as  other  service  providers  of  shareholder  and
administrative  services.  In addition,  the Manager,  out of its own funds, may
sponsor   seminars  and   educational   programs  on  the  Fund  for   financial
intermediaries and shareholders.

The  Manager  considers  a number of factors  in  determining  which  brokers or
dealers to use for the 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 Fund receives prompt execution at competitive  prices,  the Manager also may
consider sale of the Fund's shares as a factor in selecting  broker-dealers  for
the Fund's portfolio transactions.  It is anticipated that Montgomery Securities
may act as one of the  Fund's  brokers  in the  purchase  and sale of  portfolio
securities and, in that capacity,  will receive  brokerage  commissions from the
Fund.  The Fund will use  Montgomery  Securities as its broker only when, in the
judgment  of the  Manager  and  pursuant  to  review  by the  Board,  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.

                                       12
<PAGE>

Investors Fiduciary Trust Company,  127 West 10th Street,  Kansas City, Missouri
64105,  serves as the master  transfer agent for the Fund (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 Fund's transfer agent
(the "Transfer Agent"). Morgan Stanley Trust Company,  located at One Pierrepont
Plaza,  Brooklyn,  New York 11201, serves as the Fund's principal custodian (the
"Custodian").

How To Invest In The Fund

The Fund's  shares are offered  directly to the public,  with no sales load,  at
their  next-determined  net asset value after  receipt of an order with payment.
The Fund's  shares are offered  for sale by  Montgomery  Securities,  the Fund's
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 for Fund shares received after
4:00 p.m.,  New York time,  will be purchased at the  next-determined  net asset
value after receipt of the order.

The minimum initial  investment in the Fund is $1,000  (including IRAs) and $100
for subsequent investments.  The Manager or the Distributor,  in its discretion,
may waive these minimums. 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

Mail your completed application and any checks to:
                The Montgomery Funds
                c/o DST Systems, Inc.
                P.O. Box 419073
                Kansas City, MO 64141-6073

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

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

         o        We do not  accept  third  party  checks  or cash  investments.
                  Checks  must be made in U.S.  dollars  and,  to avoid fees and
                  delays, drawn only on banks located in the U.S.

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

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

                                       13
<PAGE>

         o        Notify the Transfer Agent at (800) 572-3863 that you intend to
                  make your  initial  investment  by wire.  Provide the Transfer
                  Agent with your name,  dollar  amount to be  invested  and the
                  Fund 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.

         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 Emerging Asia Fund

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

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

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Subsequent Investments

Minimum Subsequent Investment:                                $100

Mail any checks and investment instructions to:
                The Montgomery Funds
                c/o DST Systems, Inc.
                P.O. Box 419073
                Kansas City, MO 64141-6073

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

                  o        Make your check  payable to The  Montgomery  Emerging
                           Asia Fund.

                  o        Enclose  an  investment  stub from your  confirmation
                           statement.

                  o        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        We  do  not  accept   third  party   checks  or  cash
                           investments. Checks must be made in U.S. dollars and,
                           to avoid fees and delays, drawn only on banks located
                           in the U.S.

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

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

                                       14
<PAGE>

         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."


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

         o        Shareholders  are  automatically  eligible  to make  telephone
                  purchases  by calling  the  Transfer  Agent at (800)  572-3863
                  before the Fund cutoff time.

         o        Shares of IRAs are not eligible for telephone purchases.

         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.
                           Address courier packages to:

                           The Montgomery  Funds,  c/o DST Systems,  Inc.,  1004
                           Baltimore St., Kansas City, MO 64105.

                  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.

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

                                       15
<PAGE>

Complete  information  regarding  your  account  must be  included  in all  wire
instructions  in order  to  facilitate  the  prompt  and  accurate  handling  of
investments. Investors may obtain further information from their own banks about
wire  transfers and any fees that may be imposed.  The Fund and the  Distributor
each reserve the right to reject any purchase order in whole or in part.

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.

         o        The  minimum   automatic   investment  amount  is  the  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.

   
Payroll Deduction

         o        Investment  through  payroll  deduction will be established on
                  existing  accounts only. You may not use payroll  deduction to
                  open a new account.  The minimum payroll  deduction  amount is
                  the Fund's subsequent investment minimum.

         o        You may  automatically  deposit  a  designated  amount of your
                  paycheck directly into a Montgomery Fund account.

         o        Please  call the  Transfer  Agent to receive  instructions  to
                  establish this service.
    

Telephone Transactions

You agree to reimburse  the Fund for any expenses or losses that it may incur 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 Fund upon 30-days' written notice or any time by you by written notice to
the Fund. 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 the Fund.  The Fund and the  Transfer  Agent will not be liable for
following  instructions  communicated  by  telephone  reasonably  believed to be
genuine.  The Fund employs  reasonable  procedures to confirm that  instructions
communicated by telephone are genuine.  These procedures  include  recording the
telephone  call,  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.

                                       16
<PAGE>

Retirement Plans

Shares of the Fund are available for purchase by any retirement plan,  including
Keogh  plans,  401(k)  plans,  403(b)  plans and IRAs.  Neither the Fund nor the
Manager  administers or acts as custodian for retirement account plans. The Fund
may be available  for purchase  through  administrators  for  retirement  plans.
Investors  who  purchase  shares as a part of a retirement  plan should  address
inquiries and seek  investment  servicing from their plan  administrators.  Plan
administrators may receive compensation from the Fund for performing shareholder
services.

Share Certificates

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

How To Redeem An Investment In The Fund

The Fund 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.
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 Fund 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.  Shareholders  should note that the
Fund reserves the right upon 60 days' advance notice to shareholders to impose a
redemption fee of up to 1.00% on shares redeemed within 90 days of purchase.

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

         o        Write a letter indicating 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 if you need 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.

         o        Mail your instructions to:
                           The Montgomery Funds
                           c/o DST Systems, Inc.
                           P.O. Box 419073
                           Kansas City, MO  64141

                                       17
<PAGE>

- --------------------------------------------------------------------------------
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        This service is not available for IRA accounts.

         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.

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

By establishing  telephone redemption  privileges,  a shareholder authorizes the
Fund 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 written  authorization,  the shareholder agrees to be
bound  by the  telephone  redemption  instructions  given  by the  shareholder's
designee.  The Fund may change, modify or terminate these privileges at any time
upon 60-days' notice to  shareholders.  The Fund 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 the Fund may receive (or have sent to a third party)  periodic
payments (by check or wire).  The minimum  payment  amount is $100 from the Fund
account.  Payments  may be made either  monthly or  quarterly on the 1st of each
month.  Depending on the form of payment  requested,  shares of the Fund will be
redeemed up to five business days before redemption proceeds are scheduled to be
received by the shareholder. The redemption may result in recognition of gain or
loss for income tax purposes.

Small Accounts/Annual Account Maintenance Fee

Due to the  relatively  high  cost of  maintaining  smaller  accounts,  the Fund
reserves  the  right  to  redeem  shares  or  to  impose  a $20  annual  account
maintenance  fee for 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
the 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 $1,000 before the Fund takes any action.

                                       18
<PAGE>
Exchange Privileges And Restrictions

Exchange Privileges

Shares of the Fund may be exchanged  for shares of the other series of the Trust
and The Montgomery  Funds II (together with the Fund, the  "Montgomery  Funds"),
with  restrictions  noted below, on the basis of their relative net asset values
(with no sales  charge or exchange  fee) next  determined  after the time of the
exchange request and provided that you have the current  prospectus for the fund
into which you are exchanging shares of the Fund. You are automatically eligible
to make telephone exchanges with your Montgomery account. See discussion of Fund
telephone   procedures   and   limitations   of   liability   under   "Telephone
Transactions."   Shareholders  should  note  that  an  exchange  may  result  in
recognition of a gain or loss for income tax purposes.

Exchange Restrictions

A  shareholder's  privilege of  exchanging  shares of the Fund has the following
restrictions:

o  Shareholders  may  exchange  for shares of a  Montgomery  fund only in states
   where that fund's shares are qualified for sale.

o  A  shareholder  may not exchange for shares of a Montgomery  fund that is not
   open to new shareholders  unless the shareholder has an existing account with
   that Montgomery fund.

o  Shares of the Fund may not be exchanged for shares of another Montgomery fund
   unless  the amount to be  received  in the  exchange  satisfies  that  fund's
   minimum investment requirement.

o  Because  excessive  exchanges  can harm the  Fund's  performance,  the  Trust
   reserves the right to terminate, either temporarily or permanently,  exchange
   privileges of any  shareholder  who makes more than four exchanges out of the
   Fund during a twelve-month period and to refuse an exchange into a Montgomery
   fund from which the  shareholder  has redeemed  shares within the previous 90
   days (accounts  under common  ownership or control and accounts with the same
   taxpayer  identification number will be counted together).  This 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 Trust reserves the right to refuse exchanges
   by any  person or group  if, in the  Manager's  judgment,  the Fund  would be
   unable  effectively  to invest the money in  accordance  with its  investment
   objective and policies, or would otherwise be potentially adversely affected.
   A shareholder's  exchanges may be restricted or refused if the Fund receives,
   or  the  Manager  anticipates,   simultaneous  orders  affecting  significant
   portions  of the Fund's  assets and, in  particular,  a pattern of  exchanges
   coinciding  with a "market timing"  strategy.  Although the Trust attempts to
   provide prior notice to affected shareholders when it is reasonable to do so,
   it may impose these restrictions at any time. The Trust reserves the right to
   terminate  or modify the  exchange  privileges  of Fund  shareholders  in the
   future.

Brokers and Other Intermediaries

Investing through Securities Brokers, Dealers and Financial Intermediaries.
Investors  may  purchase  shares  of the 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., 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  these  agents  perform  shareholder  servicing
activities for the Fund, they may receive fees from the Fund for such services.

Repurchase Orders Through Brokerage Accounts

Shareholders  also may sell shares back to the Fund 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 repurchase order by such broker-dealer,
provided  the  broker-dealer  transmits  such

                                       19
<PAGE>

order on a timely  basis to the  Transfer  Agent so that it is  received by 4:00
p.m.,  New York time,  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 the Fund is  determined  once daily as of 4:00 p.m.,  New
York time,  on each day that the NYSE is open for trading.  Per-share  net asset
value is  calculated by dividing the value of the Fund's total net assets by the
total number of the 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  Trust's  officers,  and by the manager and the Pricing
Committee  of the  Board  respectively,  in  accordance  with  methods  that are
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 of
Trustees. 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
if there has not been any change in the  foreign-currency  denominated values of
such securities.

Because  foreign  securities  markets  may  close  prior  to the  time  the Fund
determines  its net  asset  values,  events  affecting  the  value of  portfolio
securities  occurring  between the time prices are  determined  and the time the
Fund  calculates  its net  asset  values  may  not be  reflected  in the  Fund's
calculation  of net asset values unless the Manager,  under  supervision  of the
Board, determines that a particular event would materially affect the Fund's net
asset values.

Dividends And Distributions

The Fund  distributes  substantially  all of its net  investment  income and net
capital gains to shareholders  each year. The Fund currently intends to make one
or, if necessary to avoid the imposition of tax on the Fund, more  distributions
during each calendar  year. A  distribution  may be made between  November 1 and
December 31 of each year with respect to any undistributed  capital gains earned
during the  one-year  period ended  October 31 of such  calendar  year.  Another
distribution of any  undistributed  capital gains may also be made following the
Fund's fiscal year end (June 30). The amount and frequency of Fund distributions
are not guaranteed and are at the discretion of the Board.

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

Taxation

The Fund  intends to qualify  and elect as soon as  possible  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 Fund generally
will not be liable  for  federal  income  tax or excise  tax based on net income
except to the extent its earnings are not  distributed  or are  distributed in a
manner that does not  satisfy the  requirements  of the Code  pertaining  to the
timing of distributions.  If the Fund is unable to meet certain  requirements of
the Code,  it may be subject to  taxation  as a  corporation.  The Fund may also
incur tax  liability  to the extent it invests in  "passive  foreign  investment
companies." See 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 Fund are considered  ordinary
income.  Part of the  distributions  paid by the  Fund 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 the Fund are  treated  by  shareholders  as

                                       20
<PAGE>

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 Fund.

The 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 Fund.  Additional  information  on tax matters
relating  to the Fund and its  shareholders  is  included  in the  Statement  of
Additional Information.

General Information

The Trust

The Fund is a series of The  Montgomery  Funds, a  Massachusetts  business trust
organized on May 10, 1990 (the "Trust").  The Trust's  Agreement and Declaration
of Trust permits the Board 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 the Trust are separate and distinct
from those of each other series.

This  Prospectus  relates  only to the Class R shares of the Fund.  The Fund has
designated other classes of shares and may in the future designate other classes
of shares for specific purposes.

Shareholder Rights

Shares issued by the Fund 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 the Fund and to the net assets of the Fund upon
liquidation or dissolution.  The Fund, as a separate series of the Trust,  votes
separately on matters affecting only the Fund (e.g.,  approval of the Investment
Management Agreement); all series of the Trust vote as a single class on matters
affecting  all  series  of the  Trust  jointly  or the  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.  Except as set forth herein,  all
classes  of shares  issued by the 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 of that class into another  class.  While the Trust is
not required and does not intend to hold annual meetings of  shareholders,  such
meetings  may be called by the 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  Fund  may  publish  its  total  return,  such  as in
advertisements  and  communications  to  investors.   Total  return  information
generally will include the 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. The Fund may also advertise aggregate and average total
return  information  over  different  periods of time. The 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 the Fund's income.

Investment results of the Fund will fluctuate over time, and any presentation of
the Fund's  total  return 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.

                                       21
<PAGE>

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

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. A confirmation  statement
will be mailed to your record address each time you request a transaction except
for pre-authorized automatic investment and redemption services (quarterly). All
transactions are recorded on quarterly account statements which you will receive
at the end of each calendar quarter. Your fourth-quarter  account statement will
be a year-end statement,  listing all transaction  activity for the entire year.
Retain this statement for your tax records.

In  general,  shareholders  who  redeemed  shares from a  qualifying  Montgomery
account  should  expect to receive an Average Cost  Statement in February of the
following  year.  Your  statement  will  calculate  your  average cost using the
average cost single-category method.

Any  questions  should  be  directed  to The  Montgomery  Funds at  800-572-FUND
(800-572-3863).


Backup Withholding Instructions

Shareholders  are required by law to provide the Fund with their correct  Social
Security or other Taxpayer Identification Number ("TIN"),  regardless of whether
they file tax returns.  Failure to do so may subject a shareholder to penalties.
Failure  to  provide a  correct  TIN or to check  the  appropriate  boxes in the
Account  Application and to sign the  shareholder's  name could result in backup
withholding  by the Fund of an  amount  of  federal  income  tax equal to 31% of
distributions, redemptions, exchanges and other payments made to a shareholder's
account.  Any tax withheld may be credited against taxes owed on a shareholder's
federal income tax return.

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 the 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 Fund's official sales literature.

                                       22
<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
                                 1-800-447-4210

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


<PAGE>


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

                                     PART A

                          PROSPECTUS FOR CLASS P SHARES

                          MONTGOMERY EMERGING ASIA FUND

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



<PAGE>


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


   
Prospectus
April 7, 1997
    


Class P shares of the Montgomery  Emerging Asia Fund (the "Fund") are offered in
this  Prospectus.   The  Fund  seeks  long-term  capital   appreciation  through
investment primarily in the equity securities of emerging Asian companies. As is
the case for all mutual  funds,  attainment of the Fund's  investment  objective
cannot be assured.

The Fund's Class P shares are only sold  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.  In  general,  the minimum
initial  investment in the Fund is $500, and subsequent  investments  must be at
least $100. The Manager or the Distributor,  under any circumstances that either
deems appropriate, may waive these minimums. See "How to Invest in the Fund."

The Fund,  which is a  separate  series of The  Montgomery  Funds,  an  open-end
management  investment company, is managed by Montgomery Asset Management,  L.P.
(the "Manager"), an affiliate of Montgomery Securities (the "Distributor").

   
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.

The Fund may offer  other  classes of shares to  investors  eligible to purchase
those shares.  The other classes of shares may have  different fees and expenses
than the class of shares offered in this  Prospectus,  and those  different fees
and expenses may affect performance.  To obtain 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.


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

Fees and Expenses of the Fund                                                 3
- --------------------------------------------------------------------------------

The Fund's Investment Objective and Policies                                  4
- --------------------------------------------------------------------------------

Portfolio Securities                                                          4
- --------------------------------------------------------------------------------

Other Investment Practices                                                    6
- --------------------------------------------------------------------------------

Risk Considerations                                                           9
- --------------------------------------------------------------------------------

Management of the Fund                                                       11
- --------------------------------------------------------------------------------

How To Invest in the Fund                                                    13
- --------------------------------------------------------------------------------

How To Redeem an Investment in the Fund                                      17
- --------------------------------------------------------------------------------

Exchange Privileges and Restrictions                                         19
- --------------------------------------------------------------------------------

How Net Asset Value is Determined                                            20
- --------------------------------------------------------------------------------

Dividends and Distributions                                                  20
- --------------------------------------------------------------------------------

Taxation                                                                     20
- --------------------------------------------------------------------------------

General Information                                                          21
- --------------------------------------------------------------------------------

Backup Withholding Instructions                                              22
- --------------------------------------------------------------------------------

                                       2
<PAGE>

                          Fees And Expenses Of The Fund

Shareholder Transaction Expenses for the Fund
<TABLE>

An investor would pay the following  charges when buying or redeeming  shares of
the Fund:
<CAPTION>
                                 Maximum Sales Load        
    Maximum Sales Load         Imposed on Reinvested
   Imposed on Purchases             Dividends              Deferred Sales Load      Redemption Fees+         Exchange Fees
- -------------------------------------------------------------------------------------------------------------------------------
           <S>                         <C>                        <C>                   <C>                     <C> 
           None                        None                       None                  1.00%                   None
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Estimated Annual Operating Expenses (as a percentage of average net assets)

                                                Montgomery Emerging Asia Fund
- --------------------------------------------------------------------------------
Management Fee*                                             1.25%
- --------------------------------------------------------------------------------
12b-1 Fee                                                   0.25%
- --------------------------------------------------------------------------------
Other Expenses                                              0.65%
(after reimbursement)*
- --------------------------------------------------------------------------------
Total Fund Operating Expenses*                              2.15%
- --------------------------------------------------------------------------------

The previous  tables are intended to assist the  investor in  understanding  the
various direct and indirect costs and expenses of the Fund.  Operating  expenses
are paid out of the Fund's  assets and are factored into the Fund's share price.
The  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  shareholder-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.

+  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 Fund reserves the right, upon 60 days' advance
   notice to  shareholders,  to impose a redemption fee of up to 1.00% on shares
   redeemed  within 90 days of  purchase.  The Fund also  reserves  the right to
   impose a $20 annual account  maintenance  fee on accounts that fall below the
   minimum investment because of redemption. See "How to Redeem an Investment in
   the Fund."

*  Expenses for the Fund are estimated. The Manager will reduce its fees and may
   absorb or reimburse the 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 the Fund or the  maximum  allowed  by  applicable
   state expense limitations.  The Fund is required to reimburse the Manager for
   any reductions in the Manager's fee only during the two years  following that
   reduction and only if such reimbursement can be achieved within the for going
   expense  limits.  The Manager  generally seeks  reimbursement  for the oldest
   reductions  and waivers  before payment by the Fund for fees and expenses for
   the current year. Absent the reduction,  actual total Fund operating expenses
   are estimated to be 3.50% (2.00% other  expenses).  The Manager may terminate
   these voluntary reductions at any time. See "Management of the Fund."

Example of Expenses for the Fund

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

                                         Montgomery Emerging Asia Fund
- --------------------------------------------------------------------------------
1 Year                                                $22
- --------------------------------------------------------------------------------
3 Years                                               $67
- --------------------------------------------------------------------------------
5 Years                                               N/A
- --------------------------------------------------------------------------------
10 Years                                              N/A
- --------------------------------------------------------------------------------

This example is to help potential  investors  understand the effect of expenses.
Investors should  understand that this example does not represent past or future
expenses or returns and that actual expenses and returns may vary.

                                       3
<PAGE>
The Fund's Investment Objective And Policies

The  investment  objective  and  general  investment  policies  of the  Fund are
described below. Specific portfolio securities that may be purchased by the Fund
are described in "Portfolio Securities" beginning on page 4. Specific investment
practices  that may be employed by the Fund are  described in "Other  Investment
Practices" beginning on page 6. Certain risks associated with investments in the
Fund  are  described  in  those  sections  as well as in  "Risk  Considerations"
beginning on page 9.

   
The Investment  objective of the Fund is long term capital  appreciation,  which
under normal  conditions  it seeks by investing at least 65% of its total assets
in equity  securities  of  companies  that have their  principal  activities  in
emerging  Asian  countries.  The Fund  currently  considers  the following to be
emerging Asian  countries:  Bangladesh,  China and Hong Kong (the fund considers
China and Hong Kong to be one single emerging Asia country),  India,  Indonesia,
Korea,  Malaysia,  Pakistan, the Philippines,  Singapore,  Sri Lanka, Taiwan and
Thailand. The Fund does not expect to invest in Japanese securities, however. In
the future,  the Fund may invest in other  countries in Asia when their  markets
become  sufficiently  developed.  Under normal  conditions,  the Fund  maintains
investments in at least three emerging Asian  countries at all times and invests
no more than  one-third of its total assets in any one  emerging  Asian  country
(other  than China and Hong Kong or Malaysia  where the Fund may invest  without
being subject to the one-third of total assets  limit.) As part of the remaining
35% of its total assets,  the Fund may invest in more developed Asian countries,
such as  Japan,  that  may  serve  defensive  purposes  in an  Asian  portfolio.
Alternatively,  companies in more developed  Asian markets may have  significant
operations in emerging Asian countries.
    
The Fund  considers a company to be an emerging  Asian company if its securities
are  principally  traded in the capital market of an emerging Asian country;  it
derives at least 50% of its total revenue from either goods produced or services
rendered in emerging  Asian  countries or from sales made in such emerging Asian
countries,  regardless  of where the  securities  of such company are  primarily
traded;  or it is organized under the laws of, and with a principal office in an
emerging Asian country.

Emerging Asian countries are in various stages of economic development with most
being  considered  emerging  markets.  Each country has its unique  risks.  Most
emerging Asian countries are heavily dependent on international trade. Some have
prosperous  economies,  but are sensitive to world commodity prices.  Others are
especially  vulnerable  to recession in other  countries.  Some  emerging  Asian
countries  have  experienced  rapid  growth,  although many suffer from obsolete
financial systems,  economic problems,  or archaic legal systems.  The return of
Hong Kong to Chinese  dominion  will  affect  emerging  Asian  countries  in the
Pacific region.  For  information on risks,  see "Portfolio  Securities,"  "Risk
Considerations" and the Statement of Additional Information.

The 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 high yield  debt  securities
rated  below  investment  grade  (also  known as "junk  bond.")  See  "Portfolio
Securities"  and "Risk  Considerations."  During the two- to three-month  period
following  commencement of the Fund's  operations,  the Fund may have its assets
invested substantially in cash and cash equivalents.

The Fund may invest in certain  debt  securities  issued by the  governments  of
emerging  Asian  countries  that are, or may be eligible  for,  conversion  into
investments in emerging Asian 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.  See  "Portfolio
Securities."
   
Josephine  S.  Jimenez,  Bryan L.  Sudweeks,  Angeline  Ee and Frank  Chiang are
responsible for managing the Fund's portfolio. See "Management of the Fund."
    
Portfolio Securities

Equity Securities

In seeking its investment objective,  the Fund emphasizes  investments in common
stock.  The Fund also may invest in other types of equity  securities and equity
derivative  securities  such  as  preferred  stocks,   convertible   securities,
warrants, units, rights, and options on securities and on securities indices.

Depositary Receipts

The Fund may  invest  in both  sponsored  and  unsponsored  American  Depositary
Receipts ("ADRs"),  European  Depositary  Receipts  ("EDRs"),  Global Depositary
Receipts  ("GDRs") and other  similar  global  instruments.  ADRs  typically are
issued by a U.S.  bank or trust  company and evidence  ownership  of  underlying
securities issued by a foreign  corporation.  EDRs, sometimes called Continental
Depositary Receipts, are issued in Europe,  typically by foreign banks and trust
companies,  and  evidence  ownership  of either  foreign or domestic  underlying
securities. GDRs are issued in foreign countries, typically by foreign banks and
trust  companies,   and  evidence   ownership  of  either  foreign  or  domestic
securities.  Unsponsored  ADR, EDR

                                       4
<PAGE>

and GDR  programs are  organized  without the  cooperation  of the issuer of the
underlying securities.  As a result, available information concerning the issuer
may not be as current as for sponsored  ADRs,  EDRs and GDRs,  and the prices of
unsponsored ADRs, EDRs and GDRs may be more volatile.

Convertible Securities

The Fund may invest in  convertible  securities.  A  convertible  security  is 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.  Through their  conversion
feature,  they provide an opportunity  to  participate  in capital  appreciation
resulting from a market price advance in the underlying  common stock. The price
of a convertible  security is  influenced by the market value of the  underlying
common stock and tends to increase as the common  stock's market value rises and
decrease as the common stock's market value declines. For purposes of allocating
Fund investments, the Manager regards convertible securities as a form of equity
security.

Securities Warrants and Rights

The Fund may invest up to 5% of its net assets in warrants and rights, including
up to 2% of net assets for those not listed on a securities  exchange. 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. Stock index warrants entitle the holder
to  receive,  upon  exercise,  an  amount in cash  determined  by  reference  to
fluctuations  in the level of a specified  stock  index.  A right (also called a
subscription  right)  is a  privilege  granted  to  existing  shareholders  of a
corporation  to  subscribe to shares of a new issue of common stock before it is
offered to the public,  which  entitles  the holder to buy the new common  stock
below the public offering price. A right, like a warrant, is transferable. Also,
a warrant or a right not exercised or disposed of by its expiration date expires
worthless.

Privatizations

The Fund  believes  that  foreign  government  programs of selling  interests in
government-owned  or  controlled  enterprises  ("privatizations")  may represent
opportunities for significant capital  appreciation,  and the Fund may invest in
privatizations.  The ability of U.S. entities,  such as the Fund, 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 Fund  believes  that  carefully  selected  investments  in  joint  ventures,
cooperatives,  partnerships, private placements, unlisted securities and similar
vehicles   (collectively,   "special  situations")  could  enhance  its  capital
appreciation potential. The Fund also may invest in certain types of vehicles or
derivative  securities that represent indirect investments in foreign markets or
securities  in  which  it is  impractical  for  the  Fund  to  invest  directly.
Investments in special situations may be illiquid,  as determined by the Manager
based on criteria  reviewed by the Board. The Fund does not invest more than 15%
of its net assets in illiquid investments, including special situations.

Investment Companies

The 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 Fund 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 Fund also may incur tax  liability to the extent it
invests 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 Fund. See the Statement of Additional Information.

The Fund does 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,  the Fund bears its ratable share of that
investment  company's expenses,  including advisory and administration  fees. In
accordance with applicable state regulatory  provisions,  the Manager has agreed
to waive its own management fee with respect to the portion of the Fund's assets
invested in other open-end (but not closed-end) investment companies.

                                       5
<PAGE>

Debt Securities

The Fund may purchase debt  securities  that complement its objective of capital
appreciation through anticipated  favorable changes in relative foreign exchange
rates, in relative interest rate levels, or in the  creditworthiness of issuers.
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, the Fund will
not invest more than 5% of its total assets in debt securities  rated lower than
BBB by S&P, Baa by Moody's or BBB by Fitch, or in unrated debt securities deemed
to be of  comparable  quality by the Manager  using  guidelines  approved by the
Board of Trustees.  Subject to this limitation,  the Fund may invest in any debt
security, including securities in default. After its purchase by the Fund a debt
security may cease to be rated or its rating may be reduced  below that required
for  purchase by the Fund.  Neither  event  would  require  elimination  of that
security from the Fund's  portfolio.  However,  a security  downgraded below the
Fund's minimum credit levels  generally  would be retained only if retention was
determined  by the  Manager  and  subsequently  by the  Board  to be in the best
interests of the Fund. See "Risk Considerations."

In  addition  to  traditional  corporate,   government  and  supranational  debt
securities,  the Fund may invest in external  (i.e.,  to foreign  lenders)  debt
obligations  issued by the governments,  governmental  entities and companies of
emerging Asia countries.

The  percentage  distribution  between equity and debt will vary from country to
country.  The following factors,  among others, will influence the proportion of
the Fund's assets to be invested in equity  securities  versus debt  securities:
levels and anticipated trends in inflation and interest rates;  expected rate of
economic  growth and corporate  profits  growth;  changes in government  policy,
including regulations governing industry,  trade, financial markets, and foreign
and domestic investment;  stability,  solvency and expected trends of government
finances;  and conditions of the balance of payments and changes in the terms of
trade.

U.S. Government Securities

The Fund 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  Government  National  Mortgage
Association  ("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 Federal
National  Mortgage  Association  ("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  Fund's  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.

Other Investment Practices

The Fund also may engage in the investment  practices  described below,  each of
which  may  involve   certain   special  risks.   The  Statement  of  Additional
Information,  under the heading "Investment Objective and Policies of the Fund,"
contains more detailed  information about certain of these practices,  including
limitations designed to reduce risks.

Repurchase Agreements

The  Fund  may  enter  into  repurchase  agreements.  Pursuant  to a  repurchase
agreement,  the Fund  acquires a U.S.  Government  security or other  high-grade
liquid debt instrument from a financial  institution that simultaneously  agrees
to repurchase  the same security at a specified  time and price.  The repurchase
price reflects an  agreed-upon  rate of return not determined by the coupon rate
on the  underlying  security.  Under  the  Investment  Company  Act,  repurchase
agreements   are  considered  to  be  loans  by  the  Fund  and  must  be  fully
collateralized by cash, letters of credit, U.S.  Government  securities or other
high-grade  liquid debt or equity  securities  that the Fund's  custodian,  or a
designated  sub-custodian,  either places in a segregated  account or separately
identifies and renders unavailable for investment  ("Segregable Assets"). If the
seller  defaults on its obligation to repurchase the  underlying  security,  the
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.

                                       6
<PAGE>
Borrowing

The  Fund  may  borrow  money  from  banks  and  engage  in  reverse  repurchase
transactions,  in an amount  not to exceed  one-third  of the value of its total
assets to meet  temporary  or  emergency  purposes,  and the Fund may pledge its
assets in connection with such borrowings.  The Fund may not purchase securities
if such borrowings exceed 10% of its total assets.

Reverse Repurchase Agreements

The Fund may enter into reverse repurchase  agreements.  In a reverse repurchase
agreement,  the 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.

Leverage

The Fund may leverage its portfolio to increase total return.  Although leverage
creates an opportunity  for increased  income and gain, it also creates  special
risk  considerations.  For example,  leveraging  may magnify  changes in the net
asset values of the Fund's  shares and in the yield on its  portfolio.  Although
the principal of such borrowings will be fixed,  the Fund's assets may change in
value while the borrowing is outstanding.  Leveraging  creates interest expenses
that can exceed the income from the assets retained.

Securities Lending

The  Fund  may  lend   securities  to  brokers,   dealers  and  other  financial
organizations.  These loans may not exceed 30% of the Fund's total assets.  Each
securities loan is  collateralized  with Segregable 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 the collateral should the borrower
of the securities fail financially.

When-Issued and Forward Commitment Securities

The Fund 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,  normally 7
to 15 days  or,  in the  case  of  certain  CMO  issues,  45 to 60  days  later.
When-issued  securities  and  forward  commitments  may  be  sold  prior  to the
settlement   date,  but  the  Fund  will  enter  into  when-issued  and  forward
commitments  only with the  intention of actually  receiving or  delivering  the
securities,  as the case may be. No income accrues on securities  that have been
purchased  pursuant to a forward  commitment or on a when-issued  basis prior to
delivery to the Fund. If the Fund disposes of the right to acquire a when-issued
security prior to its acquisition or disposes of its right to deliver or receive
against a forward commitment, it may incur a gain or loss.

At the time the Fund  enters  into a  transaction  on a  when-issued  or forward
commitment  basis, it causes its custodian to segregate  Segregable Assets equal
to the value of the when-issued or forward commitment  securities and causes the
Segregable  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.

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 Fund,  the Fund may employ certain
risk  management  practices  using  the  following  derivative   securities  and
techniques (known as "derivatives"):  forward currency exchange contracts, stock
options,  currency options, and stock and stock index options, futures contracts
and  options  on  futures  contracts  on  foreign   government   securities  and
currencies.  The Board of the  Trust  has  adopted  derivative  guidelines  that
require the Board to review each new type of derivative  that may be used by the
Fund. Markets in some countries currently do not have instruments  available for
hedging transactions relating to currencies or to securities denominated in such
currencies  or to  securities  of issuers  domiciled or  principally  engaged in
business in such  countries.  To the extent that such markets do not exist,  the
Manager may not be able to hedge its investment  effectively in such  countries.
Furthermore,  the 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.

Forward Currency Contracts

A forward currency  contract is 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 Fund
normally  conducts its foreign currency exchange  transactions  either on a spot
(i.e.,  cash) basis at the spot rate in the foreign currency  exchange 

                                       7
<PAGE>
market  at the  time  of the  transaction,  or  through  entering  into  forward
contracts to purchase or sell  foreign  currencies  at a future  date.  The Fund
generally  does not enter into  forward  contracts  with terms  greater than one
year.

The Fund generally enters into forward  contracts only under two  circumstances.
First, if the 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 the Fund's
portfolio securities  denominated in such currency. The 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 caused its custodian to segregate  Segregable Assets
having a value sufficient to cover its obligations).  Although forward contracts
are used  primarily to protect the Fund from adverse  currency  movements,  they
involve the risk that currency movements will not be accurately predicted.

Options on Securities, Securities Indices and Currencies

The Fund may purchase put and call options on securities and  currencies  traded
on U.S.  exchanges and, to the extent  permitted by law, foreign  exchanges,  as
well as in the  over-the-counter  market.  The 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).  The 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). Put options allow the Fund
to protect  unrealized  gain in an  appreciated  security  that it owns  without
selling that security. 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.

The Fund also may  purchase  put and call  options on stock  indices in order to
hedge against risks of stock market or industry-wide  stock price  fluctuations.
The Fund may purchase options on currencies in order to hedge its positions in a
manner  similar to its use of forward  foreign  exchange  contracts  and futures
contracts on currencies.

Futures and Options on Futures

To protect against the effect of adverse changes in interest rates, the Fund may
purchase and sell  interest  rate futures  contracts.  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. In addition, the Fund may
purchase  and sell put and call options on interest  rate  futures  contracts in
lieu of entering into the underlying  interest rate futures contracts.  The Fund
segregates  Segregable  Assets  equal to the  purchase  price  of the  portfolio
securities  represented by the underlying interest rate futures contracts it has
an obligation to purchase.

The 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.  The 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.

Hedging Considerations

Hedging  transactions involve certain risks. While the Fund may benefit from the
use  of  hedging  transactions,  unanticipated  changes  in  interest  rates  or
securities prices may result in poorer overall  performance for the 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,  the Fund pays commissions and other costs in connection with
such investments.

Illiquid Securities

The Fund may not invest more than 15% of its net assets in illiquid  securities.
The Fund treats 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 Fund also treats repurchase  agreements with maturities in excess
of seven days as illiquid.  Illiquid  securities do not include  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.  State  securities  laws may impose further
limitations  on the amount of illiquid  or  restricted  securities  the Fund may
purchase.

                                       8
<PAGE>
Defensive Investments and Portfolio Turnover

Notwithstanding its investment  objective,  the 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 the 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 the Fund.

Portfolio  securities  are sold  whenever the Manager  believes it  appropriate,
regardless  of how long the  securities  have been held.  The Manager  therefore
changes the Fund's  investments  whenever it believes  doing so will 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  the  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.  Portfolio  turnover  in  excess  of  100% is
considered high and increases such costs. The annual portfolio  turnover for the
Fund is expected to be  approximately  125%. Even if the portfolio  turnover for
the Fund is in excess of 125%, the Fund would not consider portfolio turnover as
a limiting factor.

Investment Restrictions

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

The Fund has  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

Concentration in Securities of Emerging Asian Companies
   
The Fund  concentrates  its  investments in companies that have their  principal
activities in the emerging Asian countries. Consequently, the Fund's share value
may be more  volatile  than  that  of  investment  companies  not  sharing  this
geographic concentration. The value of the Fund's shares may vary in response to
political and economic  factors  affecting  issuers in emerging Asian countries.
Although the Fund normally does not expect to invest in Japanese companies, some
emerging Asian economies are directly affected by Japanese capital investment in
the  region  and by  Japanese  consumer  demands.  Many  of the  emerging  Asian
countries  are  developing  both  economically  and  politically.  Emerging Asia
countries may have relatively  unstable  governments,  economies based on only a
few commodities or industries, and securities markets trading infrequently or in
low  volumes.  Some  emerging  Asian  countries  restrict  the  extent  to which
foreigners may invest in their securities markets. Securities of issuers located
in some  emerging  Asia  countries  tend to have  volatile  prices and may offer
significant  potential for loss as well as gain.  Further,  certain companies in
the emerging  Asia may not have firmly  established  product  markets,  may lack
depth  of  management,  or may be  more  vulnerable  to  political  or  economic
developments such as nationalization of their own industries.  Moreover, as long
as the Fund invests in at least three  emerging  Asia  countries,  it may invest
more than 90% of its assets in China and Hong Kong. Alternatively, it may invest
up to more than 90% of its assets in  Malaysia.  Such a heavy  concentration  of
investment in a few countries may make the Fund's share value extremely volatile
and, in the event of any economic  downturn or other events adversely  affecting
those countries,  such events' impact on the Fund will be more magnified than if
the Fund did not have such a narrow concentration.
    
Small Companies

The Fund may invest in smaller  companies that may benefit from the  development
of new  products and  services.  These  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

                                       9
<PAGE>
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
the prices of the securities of larger issuers.

Foreign Securities

In addition to the  special  risks of  investing  in  emerging  Asian  countries
discussed  above,  there are general risk associated with investments in foreign
securities.

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,  the Fund 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  by the Fund 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  and  resulted in
settlement  difficulty.  The  inability  of the 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 if it had
entered into a contract to sell the  security.  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  the Fund  may  invest  may also be
smaller,  less liquid, and subject to greater price volatility than those in the
U.S.

Because  the  securities  owned  by the  Fund  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 the Fund's securities denominated in the currency. Such
changes also affect the Fund's income and  distributions  to  shareholders.  The
Fund may be affected either  favorably or unfavorably by changes in the relative
rates of exchange between the currencies of different nations,  and the 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.

Some  countries  in which the Fund may  invest  may also 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 the 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 Fund is 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,  lower
quality  debt  securities  (i.e.,  securities  rated  below  BBB or Baa) or,  if
unrated,  deemed to be of  equivalent  investment  quality as  determined by the
Manager.  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.

                                       10
<PAGE>
As an operating  policy,  which may be changed by the Board without  shareholder
approval,  the Fund does not  invest  more  than 5% of its total  assets in debt
securities rated lower than BBB by S&P or Baa by Moody's or, if unrated,  deemed
to be of  comparable  quality as  determined  by the  Manager  using  guidelines
approved by the Board.  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 the Fund and its 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, the Fund may purchase  defaulted debt  securities if, in the opinion of
the Manager, the issuer may resume interest payments in the near future.

Interest Rates

The market value of debt  securities  sensitive to prevailing  interest rates is
inversely  related to actual  changes in interest  rates.  That is, a decline in
interest  rates  produces an increase  in the market  value of these  securities
while an increase in interest  rates produces a decrease.  Moreover,  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.

Management Of The Fund

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

Montgomery  Asset  Management,  L.P.,  is the Fund's  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 Fund. Its
general  partner is  Montgomery  Asset  Management,  Inc.,  and its sole limited
partner is Montgomery Securities,  the Fund's 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.

Founded in 1969,  Montgomery Securities is a fully integrated and highly focused
investment banking  partnership  specializing in emerging growth companies.  The
firm's  areas of  expertise  include  research,  corporate  finance,  sales  and
trading,  and venture  capital.  Its research  department is one of the largest,
most  experienced  groups  headquartered  outside  the East  Coast.  Through its
corporate  finance  department,  Montgomery  Securities  is  a  well  recognized
underwriter of public  offerings and provides broad  distribution  of securities
through its sales and trading organization.

Portfolio Managers

The Fund is managed by Josephine S. Jimenez, Bryan L. Sudweeks,  Angeline Ee and
Frank Chiang.
   
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.

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.

Angeline Ee is a 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.

Frank  Chiang is a  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.
    
                                       11
<PAGE>
Management Fees and Other Expenses

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

                                    Average Daily Net Assets      Annual Rate
- --------------------------------------------------------------------------------
Montgomery Emerging Asia Fund       First $500 million                1.25%
                                    Next $500 million                 1.10%
                                    Over $1 billion                   1.00%
- --------------------------------------------------------------------------------

The Manager also serves as the Fund's Administrator (the  "Administrator").  The
Administrator  performs  services  with regard to various  aspects of the Fund's
administrative  operations.  As compensation,  the Fund pays the Administrator a
monthly fee at the annual rate of seven one-hundredths of one percent (0.07%) of
average daily net assets (0.06% of daily net assets over $500 million).

The  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 the 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 the Fund
have  approved,  and the 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, the 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 Fund to  prospective  investors  in that  Class;  (iii) costs
involved in preparing,  printing and distributing sales literature pertaining to
the Fund and that Class; and (iv) costs involved obtaining whatever information,
analysis and reports with respect to marketing and  promotional  activities that
the Fund 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 Fund and the shareholders
of Class P  shares.  Information  with  respect  to  distribution  revenues  and
expenses is presented to the Board of Trustees  quarterly for its  consideration
in connection with its  deliberations  as to the continuance of the Plan. In its
review of the Plan,  the Board of Trustees  is asked to take into  consideration
expenses  incurred in connection  with the separate  distribution of the Class P
shares.

                                       12
<PAGE>
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 were 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   broker-dealers  without  the
assessment  of a  front-end  sales  charge  and at the same time to  permit  the
Manager to compensate  broker-dealers 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 Trust,  including a majority of
the  Trustees who are not  "interested  persons" of the Trust (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 Fund under the Plan will be paid in accordance
with Article III,  Section 26 of the Rules of Fair Practice of the NASD, as such
Section may change from time to time.

The Manager has agreed to reduce its  management  fee if necessary to keep total
annual operating expenses  (excluding the Rule 12b-1 fee) at or below the lesser
of the maximum  allowable by  applicable  state expense  limitations  or one and
nine-tenths of one percent (1.90%) of the Fund's average net assets. The Manager
also may  voluntarily  reduce  additional  amounts to increase the return to the
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 the Fund within the following two years, 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 Fund for fees and expenses for the
current year.

In addition, the Manager may elect to absorb operating expenses that the Fund is
obligated to pay in order to increase the return to the Fund's investors. To the
extent the Manager performs a service or assumes an operating  expense for which
the 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 the Fund for the
Manager's costs incurred in rendering such service or assuming such expense. The
Manager, out of its own funds, also may compensate broker-dealers who distribute
the  Fund's  shares  as well as  other  service  providers  of  shareholder  and
administrative  services.  In addition,  the Manager,  out of its own funds, may
sponsor   seminars  and   educational   programs  on  the  Fund  for   financial
intermediaries and shareholders.

The  Manager  considers  a number of factors  in  determining  which  brokers or
dealers to use for the 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 Fund receives prompt execution at competitive  prices,  the Manager also may
consider sale of the Fund's shares as a factor in selecting  broker-dealers  for
the Fund's portfolio transactions.  It is anticipated that Montgomery Securities
may act as one of the  Fund's  brokers  in the  purchase  and sale of  portfolio
securities and, in that capacity,  will receive  brokerage  commissions from the
Fund.  The Fund will use  Montgomery  Securities as its broker only when, in the
judgment  of the  Manager  and  pursuant  to  review  by the  Board,  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 Fund (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 Fund's transfer agent
(the "Transfer Agent"). Morgan Stanley Trust Company,  located at One Pierrepont
Plaza,  Brooklyn,  New York 11201, serves as the Fund's principal custodian (the
"Custodian").

How To Invest In The Fund

The  Fund's  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 Fund's shares are offered for
sale by Montgomery  Securities,  the Fund's Distributor,  600 Montgomery Street,
San Francisco, California 94111, (800) 572-3863, and through selected securities
brokers and dealers.

                                       13
<PAGE>
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 for Fund shares received after
4:00 p.m.,  New York time,  will be purchased at the  next-determined  net asset
value after receipt of the order.

The minimum initial investment in the Fund is $500 (including IRAs) and $100 for
subsequent investments.  The Manager or the Distributor,  in its discretion, may
waive these  minimums.  Purchases may also be made in certain  circumstances  by
payment of securities.  See the Statement of Additional  Information for further
details.

                                       14
<PAGE>
Initial Investments

Minimum Initial Investment (including IRAs):                  $500

Mail your completed application and any checks to:
                The Montgomery Funds
                c/o DST Systems, Inc.
                P.O. Box 419073
                Kansas City, MO 64141-6073

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

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

         o        We do not  accept  third  party  checks  or cash  investments.
                  Checks  must be made in U.S.  dollars  and,  to avoid fees and
                  delays, drawn only on banks located in the U.S.

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

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

         o        Notify the Transfer Agent at (800) 572-3863 that you intend to
                  make your  initial  investment  by wire.  Provide the Transfer
                  Agent with your name,  dollar  amount to be  invested  and the
                  Fund 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.

         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 Emerging Asia Fund

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

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

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

Subsequent Investments

Minimum Subsequent Investment:                                $100

Mail any checks and investment instructions to:
                The Montgomery Funds
                c/o DST Systems, Inc.
                P.O. Box 419073
                Kansas City, MO 64141-6073

                                       15
<PAGE>

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

                  o        Make your check  payable to The  Montgomery  Emerging
                           Asia Fund.

                  o        Enclose  an  investment  stub from your  confirmation
                           statement.

                  o        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        We  do  not  accept   third  party   checks  or  cash
                           investments. Checks must be made in U.S. dollars and,
                           to avoid fees and delays, drawn only on banks located
                           in the U.S.

                  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  by calling  the  Transfer  Agent at (800)  572-3863
                  before the Fund cutoff time.

         o        Shares of IRAs are not eligible for telephone purchases.

         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.
                           Address courier packages to:

                           The Montgomery  Funds,  c/o DST Systems,  Inc.,  1004
                           Baltimore St., Kansas City, MO 64105.

                  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.

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

                                       16
<PAGE>

Complete  information  regarding  your  account  must be  included  in all  wire
instructions  in order  to  facilitate  the  prompt  and  accurate  handling  of
investments. Investors may obtain further information from their own banks about
wire  transfers and any fees that may be imposed.  The Fund and the  Distributor
each reserve the right to reject any purchase order in whole or in part.

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.

         o        The  minimum   automatic   investment  amount  is  the  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.

   
Payroll Deduction

         o        Investment  through  payroll  deduction will be established on
                  existing  accounts only. You may not use payroll  deduction to
                  open a new account.  The minimum payroll  deduction  amount is
                  the Fund's subsequent investment minimum.

         o        You may  automatically  deposit  a  designated  amount of your
                  paycheck directly into a Montgomery Fund account.

         o        Please  call the  Transfer  Agent to receive  instructions  to
                  establish this service.
    

Telephone Transactions

You agree to reimburse  the Fund for any expenses or losses that it may incur 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 Fund upon 30-days' written notice or any time by you by written notice to
the Fund. 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 the Fund.  The Fund and the  Transfer  Agent will not be liable for
following  instructions  communicated  by  telephone  reasonably  believed to be
genuine.  The Fund employs  reasonable  procedures to confirm that  instructions
communicated by telephone are genuine.  These procedures  include  recording the
telephone  call,  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

                                       17
<PAGE>

Shares of the Fund are available for purchase by any retirement plan,  including
Keogh  plans,  401(k)  plans,  403(b)  plans and IRAs.  Neither the Fund nor the
Manager  administers or acts as custodian for retirement account plans. The Fund
may be available  for purchase  through  administrators  for  retirement  plans.
Investors  who  purchase  shares as a part of a retirement  plan should  address
inquiries and seek  investment  servicing from their plan  administrators.  Plan
administrators may receive compensation from the Fund for performing shareholder
services.

Share Certificates

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

How To Redeem An Investment In The Fund

The Fund 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.
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 Fund 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.  Shareholders  should note that the
Fund reserves the right upon 60 days' advance notice to shareholders to impose a
redemption fee of up to 1.00% on shares redeemed within 90 days of purchase.

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

         o        Write a letter indicating 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 if you need 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.

         o        Mail your instructions to:
                           The Montgomery Funds
                           c/o DST Systems, Inc.
                           P.O. Box 419073
                           Kansas City, MO  64141

                                       18
<PAGE>

- --------------------------------------------------------------------------------
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        This service is not available for IRA accounts.

         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.

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

By establishing  telephone redemption  privileges,  a shareholder authorizes the
Fund 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 written  authorization,  the shareholder agrees to be
bound  by the  telephone  redemption  instructions  given  by the  shareholder's
designee.  The Fund may change, modify or terminate these privileges at any time
upon 60-days' notice to  shareholders.  The Fund 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 $500
or more in the  Fund  may  receive  (or  have  sent to a third  party)  periodic
payments (by check or wire).  The minimum  payment  amount is $100 from the Fund
account.  Payments  may be made either  monthly or  quarterly on the 1st of each
month.  Depending on the form of payment  requested,  shares of the Fund will be
redeemed up to five business days before redemption proceeds are scheduled to be
received by the shareholder. The redemption may result in recognition of gain or
loss for income tax purposes.

Small Accounts/Annual Account Maintenance Fee

Due to the  relatively  high  cost of  maintaining  smaller  accounts,  the Fund
reserves  the  right  to  redeem  shares  or  to  impose  a $20  annual  account
maintenance  fee for any account if at any time,  because of  redemptions by the
shareholder,  the total value of a  shareholder's  account is less than $500. If
the 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 $500 before the Fund takes any action.

                                       19
<PAGE>
Exchange Privileges And Restrictions

Exchange Privileges

Shares of the Fund may be  exchanged  for Class P shares of the other  series of
the Trust and The Montgomery  Funds II (together with the Fund, the  "Montgomery
Funds"), with restrictions noted below, on the basis of their relative net asset
values (with no sales charge or exchange fee) next determined  after the time of
the exchange  request and provided that you have the current  prospectus for the
fund into which you are  exchanging  shares of the Fund.  You are  automatically
eligible  to  make  telephone  exchanges  with  your  Montgomery  account.   See
discussion of Fund  telephone  procedures  and  limitations  of liability  under
"Telephone  Transactions."  Shareholders should note that an exchange may result
in recognition of a gain or loss for income tax purposes.

Exchange Restrictions

A  shareholder's  privilege of  exchanging  shares of the Fund has the following
restrictions:

o  Shareholders  may  exchange  for shares of a  Montgomery  fund only in states
   where that fund's shares are qualified for sale.

o  A  shareholder  may not exchange for shares of a Montgomery  fund that is not
   open to new shareholders  unless the shareholder has an existing account with
   that Montgomery fund.

o  Shares of the Fund may not be exchanged for shares of another Montgomery fund
   unless  the amount to be  received  in the  exchange  satisfies  that  fund's
   minimum investment requirement.

o  Because  excessive  exchanges  can harm the  Fund's  performance,  the  Trust
   reserves the right to terminate, either temporarily or permanently,  exchange
   privileges of any  shareholder  who makes more than four exchanges out of the
   Fund during a twelve-month period and to refuse an exchange into a Montgomery
   fund from which the  shareholder  has redeemed  shares within the previous 90
   days (accounts  under common  ownership or control and accounts with the same
   taxpayer  identification number will be counted together).  This 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 Trust reserves the right to refuse exchanges
   by any  person or group  if, in the  Manager's  judgment,  the Fund  would be
   unable  effectively  to invest the money in  accordance  with its  investment
   objective and policies, or would otherwise be potentially adversely affected.
   A shareholder's  exchanges may be restricted or refused if the Fund receives,
   or  the  Manager  anticipates,   simultaneous  orders  affecting  significant
   portions  of the Fund's  assets and, in  particular,  a pattern of  exchanges
   coinciding  with a "market timing"  strategy.  Although the Trust attempts to
   provide prior notice to affected shareholders when it is reasonable to do so,
   it may impose these restrictions at any time. The Trust reserves the right to
   terminate  or modify the  exchange  privileges  of Fund  shareholders  in the
   future.

Brokers and Other Intermediaries

Investing through Securities Brokers, Dealers and Financial Intermediaries.
Investors  may  purchase  shares  of the 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., 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  these  agents  perform  shareholder  servicing
activities for the Fund, they may receive fees from the Fund for such services.

Repurchase Orders Through Brokerage Accounts

Shareholders  also may sell shares back to the Fund 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 repurchase order by such broker-dealer,
provided  the  broker-dealer  transmits  such  

                                       20
<PAGE>
order on a timely  basis to the  Transfer  Agent so that it is  received by 4:00
p.m.,  New York time,  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 the Fund is  determined  once daily as of 4:00 p.m.,  New
York time,  on each day that the NYSE is open for trading.  Per-share  net asset
value is  calculated by dividing the value of the Fund's total net assets by the
total number of the 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  Trust's  officers,  and by the manager and the Pricing
Committee  of the  Board  respectively,  in  accordance  with  methods  that are
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 of
Trustees. 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
if there has not been any change in the  foreign-currency  denominated values of
such securities.

Because  foreign  securities  markets  may  close  prior  to the  time  the Fund
determines  its net  asset  values,  events  affecting  the  value of  portfolio
securities  occurring  between the time prices are  determined  and the time the
Fund  calculates  its net  asset  values  may  not be  reflected  in the  Fund's
calculation  of net asset values unless the Manager,  under  supervision  of the
Board, determines that a particular event would materially affect the Fund's net
asset values.

Dividends And Distributions

The Fund  distributes  substantially  all of its net  investment  income and net
capital gains to shareholders  each year. The Fund currently intends to make one
or, if necessary to avoid the imposition of tax on the Fund, more  distributions
during each calendar  year. A  distribution  may be made between  November 1 and
December 31 of each year with respect to any undistributed  capital gains earned
during the  one-year  period ended  October 31 of such  calendar  year.  Another
distribution of any  undistributed  capital gains may also be made following the
Fund's fiscal year end (June 30). The amount and frequency of Fund distributions
are not guaranteed and are at the discretion of the Board.

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

Taxation

The Fund  intends to qualify  and elect as soon as  possible  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 Fund generally
will not be liable  for  federal  income  tax or excise  tax based on net income
except to the extent its earnings are not  distributed  or are  distributed in a
manner that does not  satisfy the  requirements  of the Code  pertaining  to the
timing of distributions.  If the Fund is unable to meet certain  requirements of
the Code,  it may be subject to  taxation  as a  corporation.  The Fund may also
incur tax  liability  to the extent it invests in  "passive  foreign  investment
companies." See 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 Fund are considered  ordinary
income.  Part of the  distributions  paid by the  Fund 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 the Fund are  treated  by  shareholders  as

                                       21
<PAGE>
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 Fund.

The 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 Fund.  Additional  information  on tax matters
relating  to the Fund and its  shareholders  is  included  in the  Statement  of
Additional Information.

General Information

The Trust

The Fund is a series of The  Montgomery  Funds, a  Massachusetts  business trust
organized on May 10, 1990 (the "Trust").  The Trust's  Agreement and Declaration
of Trust permits the Board 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 the Trust are separate and distinct
from those of each other series.

This  Prospectus  relates  only to the Class P shares of the Fund.  The Fund has
designated other classes of shares and may in the future designate other classes
of shares for specific purposes.

Shareholder Rights

Shares issued by the Fund 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 the Fund and to the net assets of the Fund upon
liquidation or dissolution.  The Fund, as a separate series of the Trust,  votes
separately on matters affecting only the Fund (e.g.,  approval of the Investment
Management Agreement); all series of the Trust vote as a single class on matters
affecting  all  series  of the  Trust  jointly  or the  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.  Except as set forth herein,  all
classes  of shares  issued by the 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 of that class into another  class.  While the Trust is
not required and does not intend to hold annual meetings of  shareholders,  such
meetings  may be called by the 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  Fund  may  publish  its  total  return,  such  as 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 the 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. The Fund may also advertise aggregate and average total
return  information  over  different  periods of time. The 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 the Fund's income.

Investment results of the Fund will fluctuate over time, and any presentation of
the Fund's  total  return 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.

                                       22
<PAGE>
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

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. A confirmation  statement
will be mailed to your record address each time you request a transaction except
for pre-authorized automatic investment and redemption services (quarterly). All
transactions are recorded on quarterly account statements which you will receive
at the end of each calendar quarter. Your fourth-quarter  account statement will
be a year-end statement,  listing all transaction  activity for the entire year.
Retain this statement for your tax records.

In  general,  shareholders  who  redeemed  shares from a  qualifying  Montgomery
account  should  expect to receive an Average Cost  Statement in February of the
following  year.  Your  statement  will  calculate  your  average cost using the
average cost single-category method.

Any  questions  should  be  directed  to The  Montgomery  Funds at  800-572-FUND
(800-572-3863).

Backup Withholding Instructions

Shareholders  are required by law to provide the Fund with their correct  Social
Security or other Taxpayer Identification Number ("TIN"),  regardless of whether
they file tax returns.  Failure to do so may subject a shareholder to penalties.
Failure  to  provide a  correct  TIN or to check  the  appropriate  boxes in the
Account  Application and to sign the  shareholder's  name could result in backup
withholding  by the Fund of an  amount  of  federal  income  tax equal to 31% of
distributions, redemptions, exchanges and other payments made to a shareholder's
account.  Any tax withheld may be credited against taxes owed on a shareholder's
federal income tax return.

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 the 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 Fund's official sales literature.

                                       23
<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
                                 1-800-447-4210

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




<PAGE>










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

                                     PART A

                          PROSPECTUS FOR CLASS L SHARES

                          MONTGOMERY EMERGING ASIA FUND

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






<PAGE>

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


   
Prospectus
April 7, 1997
    


Class L shares of the Montgomery  Emerging Asia Fund (the "Fund") are offered in
this  Prospectus.   The  Fund  seeks  long-term  capital   appreciation  through
investment primarily in the equity securities of emerging Asian companies. As is
the case for all mutual  funds,  attainment of the Fund's  investment  objective
cannot be assured.

The Fund's Class L shares are only sold  through  financial  intermediaries  and
financial  professionals  at net asset value with no sales load, no  commissions
and  no  exchange  fees.  The  Class  L  shares  are  subject  to a  Rule  12b-1
distribution  fee as  described  in this  Prospectus.  In  general,  the minimum
initial  investment in the Fund is $500, and subsequent  investments  must be at
least $100. The Manager or the Distributor,  under any circumstances that either
deems appropriate, may waive these minimums. See "How to Invest in the Fund."

The Fund,  which is a  separate  series of The  Montgomery  Funds,  an  open-end
management  investment company, is managed by Montgomery Asset Management,  L.P.
(the "Manager"), an affiliate of Montgomery Securities (the "Distributor").

   
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.

The Fund may offer  other  classes of shares to  investors  eligible to purchase
those shares.  The other classes of shares may have  different fees and expenses
than the class of shares offered in this  Prospectus,  and those  different fees
and expenses may affect performance.  To obtain 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.


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

Fees and Expenses of the Fund                                                 3
- --------------------------------------------------------------------------------

The Fund's Investment Objective and Policies                                  4
- --------------------------------------------------------------------------------

Portfolio Securities                                                          4
- --------------------------------------------------------------------------------

Other Investment Practices                                                    6
- --------------------------------------------------------------------------------

Risk Considerations                                                           9
- --------------------------------------------------------------------------------

Management of the Fund                                                       11
- --------------------------------------------------------------------------------

How To Invest in the Fund                                                    13
- --------------------------------------------------------------------------------

How To Redeem an Investment in the Fund                                      17
- --------------------------------------------------------------------------------

Exchange Privileges and Restrictions                                         19
- --------------------------------------------------------------------------------

How Net Asset Value is Determined                                            20
- --------------------------------------------------------------------------------

Dividends and Distributions                                                  20
- --------------------------------------------------------------------------------

Taxation                                                                     20
- --------------------------------------------------------------------------------

General Information                                                          21
- --------------------------------------------------------------------------------

Backup Withholding Instructions                                              22
- --------------------------------------------------------------------------------

                                       2
<PAGE>

                          Fees And Expenses Of The Fund

Shareholder Transaction Expenses for the Fund
<TABLE>

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

                                 Maximum Sales Load        
    Maximum Sales Load         Imposed on Reinvested
   Imposed on Purchases              Dividends             Deferred Sales Load      Redemption Fees+         Exchange Fees
- -------------------------------------------------------------------------------------------------------------------------------
           <S>                         <C>                        <C>                   <C>                     <C> 
           None                        None                       None                  1.00%                   None
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Estimated Annual Operating Expenses (as a percentage of average net assets)

                                             Montgomery Emerging Asia Fund
- --------------------------------------------------------------------------------
Management Fee*                                          1.25%
- --------------------------------------------------------------------------------
12b-1 Fee                                                0.75%
- --------------------------------------------------------------------------------
Other Expenses                                           0.65%
(after reimbursement)*
- --------------------------------------------------------------------------------
Total Fund Operating Expenses*                           2.65%
- --------------------------------------------------------------------------------

The previous  tables are intended to assist the  investor in  understanding  the
various direct and indirect costs and expenses of the Fund.  Operating  expenses
are paid out of the Fund's  assets and are factored into the Fund's share price.
The  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  shareholder-level  basis),  individual long-term investors in the
Class L 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.

+  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 Fund reserves the right, upon 60 days' advance
   notice to  shareholders,  to impose a redemption fee of up to 1.00% on shares
   redeemed  within 90 days of  purchase.  The Fund also  reserves  the right to
   impose a $20 annual account  maintenance  fee on accounts that fall below the
   minimum investment because of redemption. See "How to Redeem an Investment in
   the Fund."

*  Expenses for the Fund are estimated. The Manager will reduce its fees and may
   absorb or reimburse the 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 the Fund or the  maximum  allowed  by  applicable
   state expense limitations.  The Fund is required to reimburse the Manager for
   any reductions in the Manager's fee only during the two years  following that
   reduction and only if such reimbursement can be achieved within the for going
   expense  limits.  The Manager  generally seeks  reimbursement  for the oldest
   reductions  and waivers  before payment by the Fund for fees and expenses for
   the current year. Absent the reduction,  actual total Fund operating expenses
   are estimated to be 4.00% (2.00% other  expenses).  The Manager may terminate
   these voluntary reductions at any time. See "Management of the Fund."

Example of Expenses for the Fund

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

                                               Montgomery Emerging Asia Fund
- --------------------------------------------------------------------------------
1 Year                                                      $27
- --------------------------------------------------------------------------------
3 Years                                                     $82
- --------------------------------------------------------------------------------
5 Years                                                     N/A
- --------------------------------------------------------------------------------
10 Years                                                    N/A
- --------------------------------------------------------------------------------

This example is to help potential  investors  understand the effect of expenses.
Investors should  understand that this example does not represent past or future
expenses or returns and that actual expenses and returns may vary.

                                       3
<PAGE>
The Fund's Investment Objective And Policies

The  investment  objective  and  general  investment  policies  of the  Fund are
described below. Specific portfolio securities that may be purchased by the Fund
are described in "Portfolio Securities" beginning on page 4. Specific investment
practices  that may be employed by the Fund are  described in "Other  Investment
Practices" beginning on page 6. Certain risks associated with investments in the
Fund  are  described  in  those  sections  as well as in  "Risk  Considerations"
beginning on page 9.
   
The Investment  objective of the Fund is long term capital  appreciation,  which
under normal  conditions  it seeks by investing at least 65% of its total assets
in equity  securities  of  companies  that have their  principal  activities  in
emerging  Asian  countries.  The Fund  currently  considers  the following to be
emerging Asian  countries:  Bangladesh,  China and Hong Kong (the fund considers
China and Hong Kong to be one single emerging Asia country),  India,  Indonesia,
Korea,  Malaysia,  Pakistan, the Philippines,  Singapore,  Sri Lanka, Taiwan and
Thailand. The Fund does not expect to invest in Japanese securities, however. In
the future,  the Fund may invest in other  countries in Asia when their  markets
become  sufficiently  devleoped.  Under normal  conditions,  the Fund  maintains
investments in at least three emerging Asian  countries at all times and invests
no more than  one-third of its total assets in any one  emerging  Asian  country
(other  than China and Hong Kong or Malaysia  where the Fund may invest  without
being subject to the one-third of total assets limit).  As part of the remaining
35% of its total assets,  the Fund may invest in more developed Asian countries,
such as  Japan,  that  may  serve  defensive  purposes  in an  Asian  portfolio.
Alternatively,  companies in more developed  Asian markets may have  significant
operations in emerging Asian countries.
    

The Fund  considers a company to be an emerging  Asian company if its securities
are  principally  traded in the capital market of an emerging Asian country;  it
derives at least 50% of its total revenue from either goods produced or services
rendered in emerging  Asian  countries or from sales made in such emerging Asian
countries,  regardless  of where the  securities  of such company are  primarily
traded;  or it is organized under the laws of, and with a principal office in an
emerging Asian country.

Emerging Asian countries are in various stages of economic development with most
being  considered  emerging  markets.  Each country has its unique  risks.  Most
emerging Asian countries are heavily dependent on international trade. Some have
prosperous  economies,  but are sensitive to world commodity prices.  Others are
especially  vulnerable  to recession in other  countries.  Some  emerging  Asian
countries  have  experienced  rapid  growth,  although many suffer from obsolete
financial systems,  economic problems,  or archaic legal systems.  The return of
Hong Kong to Chinese  dominion  will  affect  emerging  Asian  countries  in the
Pacific region.  For  information on risks,  see "Portfolio  Securities,"  "Risk
Considerations" and the Statement of Additional Information.

The 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 high yield  debt  securities
rated  below  investment  grade  (also known as "junk  bonds.")  See  "Portfolio
Securities"  and "Risk  Considerations."  During the two- to three-month  period
following  commencement of the Fund's  operations,  the Fund may have its assets
invested substantially in cash and cash equivalents.

The Fund may invest in certain  debt  securities  issued by the  governments  of
emerging  Asian  countries  that are, or may be eligible  for,  conversion  into
investments in emerging Asian 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.  See  "Portfolio
Securities."
   
Josephine  S.  Jimenez,  Bryan L.  Sudweeks,  Angeline  Ee and Frank  Chiang are
responsible for managing the Fund's portfolio. See "Management of the Fund."
    
Portfolio Securities

Equity Securities

In seeking its investment objective,  the Fund emphasizes  investments in common
stock.  The Fund also may invest in other types of equity  securities and equity
derivative  securities  such  as  preferred  stocks,   convertible   securities,
warrants, units, rights, and options on securities and on securities indices.

Depositary Receipts

The Fund may  invest  in both  sponsored  and  unsponsored  American  Depositary
Receipts ("ADRs"),  European  Depositary  Receipts  ("EDRs"),  Global Depositary
Receipts  ("GDRs") and other  similar  global  instruments.  ADRs  typically are
issued by a U.S.  bank or trust  company and evidence  ownership  of  underlying
securities issued by a foreign  corporation.  EDRs, sometimes called Continental
Depositary Receipts, are issued in Europe,  typically by foreign banks and trust
companies,  and  evidence  ownership  of either  foreign or domestic  underlying
securities. GDRs are issued in foreign countries, typically by foreign banks and
trust  companies,   and  evidence   ownership  of  either  foreign  or  domestic
securities.  Unsponsored  ADR, EDR

                                       4
<PAGE>
and GDR  programs are  organized  without the  cooperation  of the issuer of the
underlying securities.  As a result, available information concerning the issuer
may not be as current as for sponsored  ADRs,  EDRs and GDRs,  and the prices of
unsponsored ADRs, EDRs and GDRs may be more volatile.

Convertible Securities

The Fund may invest in  convertible  securities.  A  convertible  security  is 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.  Through their  conversion
feature,  they provide an opportunity  to  participate  in capital  appreciation
resulting from a market price advance in the underlying  common stock. The price
of a convertible  security is  influenced by the market value of the  underlying
common stock and tends to increase as the common  stock's market value rises and
decrease as the common stock's market value declines. For purposes of allocating
Fund investments, the Manager regards convertible securities as a form of equity
security.

Securities Warrants and Rights

The Fund may invest up to 5% of its net assets in warrants and rights, including
up to 2% of net assets for those not listed on a securities  exchange. 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. Stock index warrants entitle the holder
to  receive,  upon  exercise,  an  amount in cash  determined  by  reference  to
fluctuations  in the level of a specified  stock  index.  A right (also called a
subscription  right)  is a  privilege  granted  to  existing  shareholders  of a
corporation  to  subscribe to shares of a new issue of common stock before it is
offered to the public,  which  entitles  the holder to buy the new common  stock
below the public offering price. A right, like a warrant, is transferable. Also,
a warrant or a right not exercised or disposed of by its expiration date expires
worthless.

Privatizations

The Fund  believes  that  foreign  government  programs of selling  interests in
government-owned  or  controlled  enterprises  ("privatizations")  may represent
opportunities for significant capital  appreciation,  and the Fund may invest in
privatizations.  The ability of U.S. entities,  such as the Fund, 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 Fund  believes  that  carefully  selected  investments  in  joint  ventures,
cooperatives,  partnerships, private placements, unlisted securities and similar
vehicles   (collectively,   "special  situations")  could  enhance  its  capital
appreciation potential. The Fund also may invest in certain types of vehicles or
derivative  securities that represent indirect investments in foreign markets or
securities  in  which  it is  impractical  for  the  Fund  to  invest  directly.
Investments in special situations may be illiquid,  as determined by the Manager
based on criteria  reviewed by the Board. The Fund does not invest more than 15%
of its net assets in illiquid investments, including special situations.

Investment Companies

The 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 Fund 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 Fund also may incur tax  liability to the extent it
invests 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 Fund. See the Statement of Additional Information.

The Fund does 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,  the Fund bears its ratable share of that
investment  company's expenses,  including advisory and administration  fees. In
accordance with applicable state regulatory  provisions,  the Manager has agreed
to waive its own management fee with respect to the portion of the Fund's assets
invested in other open-end (but not closed-end) investment companies.

                                       5
<PAGE>
Debt Securities

The Fund may purchase debt  securities  that complement its objective of capital
appreciation through anticipated  favorable changes in relative foreign exchange
rates, in relative interest rate levels, or in the  creditworthiness of issuers.
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, the Fund will
not invest more than 5% of its total assets in debt securities  rated lower than
BBB by S&P, Baa by Moody's or BBB by Fitch, or in unrated debt securities deemed
to be of  comparable  quality by the Manager  using  guidelines  approved by the
Board of Trustees.  Subject to this limitation,  the Fund may invest in any debt
security, including securities in default. After its purchase by the Fund a debt
security may cease to be rated or its rating may be reduced  below that required
for  purchase by the Fund.  Neither  event  would  require  elimination  of that
security from the Fund's  portfolio.  However,  a security  downgraded below the
Fund's minimum credit levels  generally  would be retained only if retention was
determined  by the  Manager  and  subsequently  by the  Board  to be in the best
interests of the Fund. See "Risk Considerations."

In  addition  to  traditional  corporate,   government  and  supranational  debt
securities,  the Fund may invest in external  (i.e.,  to foreign  lenders)  debt
obligations  issued by the governments,  governmental  entities and companies of
emerging Asia countries.

The  percentage  distribution  between equity and debt will vary from country to
country.  The following factors,  among others, will influence the proportion of
the Fund's assets to be invested in equity  securities  versus debt  securities:
levels and anticipated trends in inflation and interest rates;  expected rate of
economic  growth and corporate  profits  growth;  changes in government  policy,
including regulations governing industry,  trade, financial markets, and foreign
and domestic investment;  stability,  solvency and expected trends of government
finances;  and conditions of the balance of payments and changes in the terms of
trade.

U.S. Government Securities

The Fund 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  Government  National  Mortgage
Association  ("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 Federal
National  Mortgage  Association  ("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  Fund's  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.

Other Investment Practices

The Fund also may engage in the investment  practices  described below,  each of
which  may  involve   certain   special  risks.   The  Statement  of  Additional
Information,  under the heading "Investment Objective and Policies of the Fund,"
contains more detailed  information about certain of these practices,  including
limitations designed to reduce risks.

Repurchase Agreements

The  Fund  may  enter  into  repurchase  agreements.  Pursuant  to a  repurchase
agreement,  the Fund  acquires a U.S.  Government  security or other  high-grade
liquid debt instrument from a financial  institution that simultaneously  agrees
to repurchase  the same security at a specified  time and price.  The repurchase
price reflects an  agreed-upon  rate of return not determined by the coupon rate
on the  underlying  security.  Under  the  Investment  Company  Act,  repurchase
agreements   are  considered  to  be  loans  by  the  Fund  and  must  be  fully
collateralized by cash, letters of credit, U.S.  Government  securities or other
high-grade  liquid debt or equity  securities  that the Fund's  custodian,  or a
designated  sub-custodian,  either places in a segregated  account or separately
identifies and renders unavailable for investment  ("Segregable Assets"). If the
seller  defaults on its obligation to repurchase the  underlying  security,  the
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.

                                       6
<PAGE>

Borrowing

The  Fund  may  borrow  money  from  banks  and  engage  in  reverse  repurchase
transactions,  in an amount  not to exceed  one-third  of the value of its total
assets to meet  temporary  or  emergency  purposes,  and the Fund may pledge its
assets in connection with such borrowings.  The Fund may not purchase securities
if such borrowings exceed 10% of its total assets.

Reverse Repurchase Agreements

The Fund may enter into reverse repurchase  agreements.  In a reverse repurchase
agreement,  the 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.

Leverage

The Fund may leverage its portfolio to increase total return.  Although leverage
creates an opportunity  for increased  income and gain, it also creates  special
risk  considerations.  For example,  leveraging  may magnify  changes in the net
asset values of the Fund's  shares and in the yield on its  portfolio.  Although
the principal of such borrowings will be fixed,  the Fund's assets may change in
value while the borrowing is outstanding.  Leveraging  creates interest expenses
that can exceed the income from the assets retained.

Securities Lending

The  Fund  may  lend   securities  to  brokers,   dealers  and  other  financial
organizations.  These loans may not exceed 30% of the Fund's total assets.  Each
securities loan is  collateralized  with Segregable 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 the collateral should the borrower
of the securities fail financially.

When-Issued and Forward Commitment Securities

The Fund 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,  normally 7
to 15 days  or,  in the  case  of  certain  CMO  issues,  45 to 60  days  later.
When-issued  securities  and  forward  commitments  may  be  sold  prior  to the
settlement   date,  but  the  Fund  will  enter  into  when-issued  and  forward
commitments  only with the  intention of actually  receiving or  delivering  the
securities,  as the case may be. No income accrues on securities  that have been
purchased  pursuant to a forward  commitment or on a when-issued  basis prior to
delivery to the Fund. If the Fund disposes of the right to acquire a when-issued
security prior to its acquisition or disposes of its right to deliver or receive
against a forward commitment, it may incur a gain or loss.

At the time the Fund  enters  into a  transaction  on a  when-issued  or forward
commitment  basis, it causes its custodian to segregate  Segregable Assets equal
to the value of the when-issued or forward commitment  securities and causes the
Segregable  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.

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 Fund,  the Fund may employ certain
risk  management  practices  using  the  following  derivative   securities  and
techniques (known as "derivatives"):  forward currency exchange contracts, stock
options,  currency options, and stock and stock index options, futures contracts
and  options  on  futures  contracts  on  foreign   government   securities  and
currencies.  The Board of the  Trust  has  adopted  derivative  guidelines  that
require the Board to review each new type of derivative  that may be used by the
Fund. Markets in some countries currently do not have instruments  available for
hedging transactions relating to currencies or to securities denominated in such
currencies  or to  securities  of issuers  domiciled or  principally  engaged in
business in such  countries.  To the extent that such markets do not exist,  the
Manager may not be able to hedge its investment  effectively in such  countries.
Furthermore,  the 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.

Forward Currency Contracts

A forward currency  contract is 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 Fund
normally  conducts its foreign currency exchange  transactions  either on a spot
(i.e.,  cash) basis at the spot rate in the foreign currency  exchange

                                       7
<PAGE>
market  at the  time  of the  transaction,  or  through  entering  into  forward
contracts to purchase or sell  foreign  currencies  at a future  date.  The Fund
generally  does not enter into  forward  contracts  with terms  greater than one
year.

The Fund generally enters into forward  contracts only under two  circumstances.
First, if the 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 the Fund's
portfolio securities  denominated in such currency. The 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 caused its custodian to segregate  Segregable Assets
having a value sufficient to cover its obligations).  Although forward contracts
are used  primarily to protect the Fund from adverse  currency  movements,  they
involve the risk that currency movements will not be accurately predicted.

Options on Securities, Securities Indices and Currencies

The Fund may purchase put and call options on securities and  currencies  traded
on U.S.  exchanges and, to the extent  permitted by law, foreign  exchanges,  as
well as in the  over-the-counter  market.  The 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).  The 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). Put options allow the Fund
to protect  unrealized  gain in an  appreciated  security  that it owns  without
selling that security. 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.

The Fund also may  purchase  put and call  options on stock  indices in order to
hedge against risks of stock market or industry-wide  stock price  fluctuations.
The Fund may purchase options on currencies in order to hedge its positions in a
manner  similar to its use of forward  foreign  exchange  contracts  and futures
contracts on currencies.

Futures and Options on Futures

To protect against the effect of adverse changes in interest rates, the Fund may
purchase and sell  interest  rate futures  contracts.  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. In addition, the Fund may
purchase  and sell put and call options on interest  rate  futures  contracts in
lieu of entering into the underlying  interest rate futures contracts.  The Fund
segregates  Segregable  Assets  equal to the  purchase  price  of the  portfolio
securities  represented by the underlying interest rate futures contracts it has
an obligation to purchase.

The 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.  The 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.

Hedging Considerations

Hedging  transactions involve certain risks. While the Fund may benefit from the
use  of  hedging  transactions,  unanticipated  changes  in  interest  rates  or
securities prices may result in poorer overall  performance for the 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,  the Fund pays commissions and other costs in connection with
such investments.

Illiquid Securities

The Fund may not invest more than 15% of its net assets in illiquid  securities.
The Fund treats 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 Fund also treats repurchase  agreements with maturities in excess
of seven days as illiquid.  Illiquid  securities do not include  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.  State  securities  laws may impose further
limitations  on the amount of illiquid  or  restricted  securities  the Fund may
purchase.
                                       8
<PAGE>
Defensive Investments and Portfolio Turnover

Notwithstanding its investment  objective,  the 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 the 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 the Fund.

Portfolio  securities  are sold  whenever the Manager  believes it  appropriate,
regardless  of how long the  securities  have been held.  The Manager  therefore
changes the Fund's  investments  whenever it believes  doing so will 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  the  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.  Portfolio  turnover  in  excess  of  100% is
considered high and increases such costs. The annual portfolio  turnover for the
Fund is expected to be  approximately  125%. Even if the portfolio  turnover for
the Fund is in excess of 125%, the Fund would not consider portfolio turnover as
a limiting factor.

Investment Restrictions

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

The Fund has  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

Concentration in Securities of Emerging Asian Companies

   
The Fund  concentrates  its  investments in companies that have their  principal
activities in the emerging Asian countries. Consequently, the Fund's share value
may be more  volatile  than  that  of  investment  companies  not  sharing  this
geographic concentration. The value of the Fund's shares may vary in response to
political and economic  factors  affecting  issuers in emerging Asian countries.
Although the Fund normally does not expect to invest in Japanese companies, some
emerging Asian economies are directly affected by Japanese capital investment in
the  region  and by  Japanese  consumer  demands.  Many  of the  emerging  Asian
countries  are  developing  both  economically  and  politically.  Emerging Asia
countries may have relatively  unstable  governments,  economies based on only a
few commodities or industries, and securities markets trading infrequently or in
low  volumes.  Some  emerging  Asia  countries  restrict  the  extent  to  which
foreigners may invest in their securities markets. Securities of issuers located
in some  emerging  Asia  countries  tend to have  volatile  prices and may offer
significant  potential for loss as well as gain.  Further,  certain companies in
the emerging  Asia may not have firmly  established  product  markets,  may lack
depth  of  management,  or may be  more  vulnerable  to  political  or  economic
developments such as nationalization of their own industries.  Moreover, as long
as the Fund invests in at least three  emerging  Asia  countries,  it may invest
more than 90% of its assets in China and Hong Kong. Alternatively, it may invest
more than 90% of its assets in Malaysia.  Such heavy concentration of investment
in a few  countries may make the Fund's share value  extremely  volatile and, in
the event of any economic  downturn or other events  adversely  affecting  those
countries,  such events'  impact on the Fund will be more  magnified than if the
Fund did not have such a narrow concentration.
    

Small Companies

The Fund may invest in smaller  companies that may benefit from the  development
of new  products and  services.  These  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

                                       9
<PAGE>

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
the prices of the securities of larger issuers.

Foreign Securities

In addition to the  special  risks of  investing  in  emerging  Asian  countries
discussed  above,  there are general risk associated with investments in foreign
securities.

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,  the Fund 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  by the Fund 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  and  resulted in
settlement  difficulty.  The  inability  of the 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 if it had
entered into a contract to sell the  security.  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  the Fund  may  invest  may also be
smaller,  less liquid, and subject to greater price volatility than those in the
U.S.

Because  the  securities  owned  by the  Fund  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 the Fund's securities denominated in the currency. Such
changes also affect the Fund's income and  distributions  to  shareholders.  The
Fund may be affected either  favorably or unfavorably by changes in the relative
rates of exchange between the currencies of different nations,  and the 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.

Some  countries  in which the Fund may  invest  may also 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 the 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 Fund is 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,  lower
quality  debt  securities  (i.e.,  securities  rated  below  BBB or Baa) or,  if
unrated,  deemed to be of  equivalent  investment  quality as  determined by the
Manager.  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.

                                       10
<PAGE>
As an operating  policy,  which may be changed by the Board without  shareholder
approval,  the Fund does not  invest  more  than 5% of its total  assets in debt
securities rated lower than BBB by S&P or Baa by Moody's or, if unrated,  deemed
to be of  comparable  quality as  determined  by the  Manager  using  guidelines
approved by the Board.  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 the Fund and its 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, the Fund may purchase  defaulted debt  securities if, in the opinion of
the Manager, the issuer may resume interest payments in the near future.

Interest Rates

The market value of debt  securities  sensitive to prevailing  interest rates is
inversely  related to actual  changes in interest  rates.  That is, a decline in
interest  rates  produces an increase  in the market  value of these  securities
while an increase in interest  rates produces a decrease.  Moreover,  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.

Management Of The Fund

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

Montgomery  Asset  Management,  L.P.,  is the Fund's  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 Fund. Its
general  partner is  Montgomery  Asset  Management,  Inc.,  and its sole limited
partner is Montgomery Securities,  the Fund's 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.

Founded in 1969,  Montgomery Securities is a fully integrated and highly focused
investment banking  partnership  specializing in emerging growth companies.  The
firm's  areas of  expertise  include  research,  corporate  finance,  sales  and
trading,  and venture  capital.  Its research  department is one of the largest,
most  experienced  groups  headquartered  outside  the East  Coast.  Through its
corporate  finance  department,  Montgomery  Securities  is  a  well  recognized
underwriter of public  offerings and provides broad  distribution  of securities
through its sales and trading organization.

Portfolio Managers
   
The Fund is managed by Josephine S. Jimenez, Bryan L. Sudweeks,  Angeline Ee and
Frank Chiang.

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.

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.

Angeline Ee is a 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.

Frank  Chiang is a  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.
    
                                       11
<PAGE>

Management Fees and Other Expenses

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

                                  Average Daily Net Assets      Annual Rate
- -------------------------------------------------------------------------------
Montgomery Emerging Asia Fund     First $500 million                1.25%
                                  Next $500 million                 1.10%
                                  Over $1 billion                   1.00%
- -------------------------------------------------------------------------------

The Manager also serves as the Fund's Administrator (the  "Administrator").  The
Administrator  performs  services  with regard to various  aspects of the Fund's
administrative  operations.  As compensation,  the Fund pays the Administrator a
monthly fee at the annual rate of seven one-hundredths of one percent (0.07%) of
average daily net assets (0.06% of daily net assets over $500 million).

The  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 the 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 L shares of the Fund
have  approved,  and the Fund has  entered  into,  a Share  Marketing  Plan (the
"Plan")  with the  Manager,  as the  distribution  coordinator,  for the Class L
shares. Under the Plan, the Fund will pay distribution fees to the Manager at an
annual  rate  of  0.75%  of  the  Fund's  aggregate  average  daily  net  assets
attributable  to  its  Class  L  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 Fund to  prospective  investors  in that  Class;  (iii) costs
involved in preparing,  printing and distributing sales literature pertaining to
the Fund and that Class; and (iv) costs involved obtaining whatever information,
analysis and reports with respect to marketing and  promotional  activities that
the Fund 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 L shares as accrued.

In  adopting  the  Plan,  the  Board of  Trustees  determined  that  there was a
reasonable  likelihood that the Plan would benefit the Fund and the shareholders
of Class L  shares.  Information  with  respect  to  distribution  revenues  and
expenses is presented to the Board of Trustees  quarterly for its  consideration
in connection with its  deliberations  as to the continuance of the Plan. In its
review of the Plan,  the Board of Trustees  is asked to take into  consideration
expenses  incurred in connection  with the separate  distribution of the Class L
shares.

                                       12
<PAGE>

The Class L shares  are not  obligated  under  the Plan to pay any  distribution
expenses in excess of the distribution fee. Thus, if the Plan were 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 L shares is designed to permit an
investor  to  purchase  Class  L  shares  through   broker-dealers  without  the
assessment  of a  front-end  sales  charge  and at the same time to  permit  the
Manager to compensate  broker-dealers on an ongoing basis in connection with the
sale of the Class L 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 Trust,  including a majority of
the  Trustees who are not  "interested  persons" of the Trust (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 L
shares.

All distribution fees paid by the Fund under the Plan will be paid in accordance
with Article III,  Section 26 of the Rules of Fair Practice of the NASD, as such
Section may change from time to time.

The Manager has agreed to reduce its  management  fee if necessary to keep total
annual operating expenses  (excluding the Rule 12b-1 fee) at or below the lesser
of the maximum  allowable by  applicable  state expense  limitations  or one and
nine-tenths of one percent (1.90%) of the Fund's average net assets. The Manager
also may  voluntarily  reduce  additional  amounts to increase the return to the
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 the Fund within the following two years, 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 Fund for fees and expenses for the
current year.

In addition, the Manager may elect to absorb operating expenses that the Fund is
obligated to pay in order to increase the return to the Fund's investors. To the
extent the Manager performs a service or assumes an operating  expense for which
the 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 the Fund for the
Manager's costs incurred in rendering such service or assuming such expense. The
Manager, out of its own funds, also may compensate broker-dealers who distribute
the  Fund's  shares  as well as  other  service  providers  of  shareholder  and
administrative  services.  In addition,  the Manager,  out of its own funds, may
sponsor   seminars  and   educational   programs  on  the  Fund  for   financial
intermediaries and shareholders.

The  Manager  considers  a number of factors  in  determining  which  brokers or
dealers to use for the 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 Fund receives prompt execution at competitive  prices,  the Manager also may
consider sale of the Fund's shares as a factor in selecting  broker-dealers  for
the Fund's portfolio transactions.  It is anticipated that Montgomery Securities
may act as one of the  Fund's  brokers  in the  purchase  and sale of  portfolio
securities and, in that capacity,  will receive  brokerage  commissions from the
Fund.  The Fund will use  Montgomery  Securities as its broker only when, in the
judgment  of the  Manager  and  pursuant  to  review  by the  Board,  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 Fund (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 Fund's transfer agent
(the "Transfer Agent"). Morgan Stanley Trust Company,  located at One Pierrepont
Plaza,  Brooklyn,  New York 11201, serves as the Fund's principal custodian (the
"Custodian").

How To Invest In The Fund

The  Fund's  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 Fund's shares are offered for
sale by Montgomery  Securities,  the Fund's Distributor,  600 Montgomery Street,
San Francisco, California 94111, (800) 572-3863, and through selected securities
brokers and dealers.

                                       13
<PAGE>
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 for Fund shares received after
4:00 p.m.,  New York time,  will be purchased at the  next-determined  net asset
value after receipt of the order.

The minimum initial investment in the Fund is $500 (including IRAs) and $100 for
subsequent investments.  The Manager or the Distributor,  in its discretion, may
waive these  minimums.  Purchases may also be made in certain  circumstances  by
payment of securities.  See the Statement of Additional  Information for further
details.

                                       14
<PAGE>

Initial Investments

Minimum Initial Investment (including IRAs):              $500

Mail your completed application and any checks to:
                The Montgomery Funds
                c/o DST Systems, Inc.
                P.O. Box 419073
                Kansas City, MO 64141-6073

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

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

         o        We do not  accept  third  party  checks  or cash  investments.
                  Checks  must be made in U.S.  dollars  and,  to avoid fees and
                  delays, drawn only on banks located in the U.S.

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

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

         o        Notify the Transfer Agent at (800) 572-3863 that you intend to
                  make your  initial  investment  by wire.  Provide the Transfer
                  Agent with your name,  dollar  amount to be  invested  and the
                  Fund 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.

         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 Emerging Asia Fund

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

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

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


Subsequent Investments

Minimum Subsequent Investment:                                $100

Mail any checks and investment instructions to:
                The Montgomery Funds
                c/o DST Systems, Inc.
                P.O. Box 419073
                Kansas City, MO 64141-6073

                                       15
<PAGE>
- --------------------------------------------------------------------------------
Subsequent Investments by Check
- --------------------------------------------------------------------------------

                  o        Make your check  payable to The  Montgomery  Emerging
                           Asia Fund.

                  o        Enclose  an  investment  stub from your  confirmation
                           statement.

                  o        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        We  do  not  accept   third  party   checks  or  cash
                           investments. Checks must be made in U.S. dollars and,
                           to avoid fees and delays, drawn only on banks located
                           in the U.S.

                  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  by calling  the  Transfer  Agent at (800)  572-3863
                  before the Fund cutoff time.

         o        Shares of IRAs are not eligible for telephone purchases.

         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.
                           Address courier packages to:

                           The Montgomery  Funds,  c/o DST Systems,  Inc.,  1004
                           Baltimore St., Kansas City, MO 64105.

                  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.

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

                                       16
<PAGE>
Complete  information  regarding  your  account  must be  included  in all  wire
instructions  in order  to  facilitate  the  prompt  and  accurate  handling  of
investments. Investors may obtain further information from their own banks about
wire  transfers and any fees that may be imposed.  The Fund and the  Distributor
each reserve the right to reject any purchase order in whole or in part.

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.

         o        The  minimum   automatic   investment  amount  is  the  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.

   
Payroll Deduction

         o        Investment  through  payroll  deduction will be established on
                  existing  accounts only. You may not use payroll  deduction to
                  open a new account.  The minimum payroll  deduction  amount is
                  the Fund's subsequent investment minimum.

         o        You may  automatically  deposit  a  designated  amount of your
                  paycheck directly into a Montgomery Fund account.

         o        Please  call the  Transfer  Agent to receive  instructions  to
                  establish this service.
    

Telephone Transactions

You agree to reimburse  the Fund for any expenses or losses that it may incur 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 Fund upon 30-days' written notice or any time by you by written notice to
the Fund. 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 the Fund.  The Fund and the  Transfer  Agent will not be liable for
following  instructions  communicated  by  telephone  reasonably  believed to be
genuine.  The Fund employs  reasonable  procedures to confirm that  instructions
communicated by telephone are genuine.  These procedures  include  recording the
telephone  call,  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

                                       17
<PAGE>

Shares of the Fund are available for purchase by any retirement plan,  including
Keogh  plans,  401(k)  plans,  403(b)  plans and IRAs.  Neither the Fund nor the
Manager  administers or acts as custodian for retirement account plans. The Fund
may be available  for purchase  through  administrators  for  retirement  plans.
Investors  who  purchase  shares as a part of a retirement  plan should  address
inquiries and seek  investment  servicing from their plan  administrators.  Plan
administrators may receive compensation from the Fund for performing shareholder
services.

Share Certificates

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

                                       18
<PAGE>

How To Redeem An Investment In The Fund

The Fund 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.
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 Fund 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.  Shareholders  should note that the
Fund reserves the right upon 60 days' advance notice to shareholders to impose a
redemption fee of up to 1.00% on shares redeemed within 90 days of purchase.

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

         o        Write a letter indicating 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 if you need 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.

         o        Mail your instructions to:
                           The Montgomery Funds
                           c/o DST Systems, Inc.
                           P.O. Box 419073
                           Kansas City, MO  64141

                                       19
<PAGE>

- --------------------------------------------------------------------------------
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        This service is not available for IRA accounts.

         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.

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

By establishing  telephone redemption  privileges,  a shareholder authorizes the
Fund 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 written  authorization,  the shareholder agrees to be
bound  by the  telephone  redemption  instructions  given  by the  shareholder's
designee.  The Fund may change, modify or terminate these privileges at any time
upon 60-days' notice to  shareholders.  The Fund 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 $500
or more in the  Fund  may  receive  (or  have  sent to a third  party)  periodic
payments (by check or wire).  The minimum  payment  amount is $100 from the Fund
account.  Payments  may be made either  monthly or  quarterly on the 1st of each
month.  Depending on the form of payment  requested,  shares of the Fund will be
redeemed up to five business days before redemption proceeds are scheduled to be
received by the shareholder. The redemption may result in recognition of gain or
loss for income tax purposes.

Small Accounts/Annual Account Maintenance Fee

Due to the  relatively  high  cost of  maintaining  smaller  accounts,  the Fund
reserves  the  right  to  redeem  shares  or  to  impose  a $20  annual  account
maintenance  fee for any account if at any time,  because of  redemptions by the
shareholder,  the total value of a  shareholder's  account is less than $500. If
the 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 $500 before the Fund takes any action.

                                       20
<PAGE>

Exchange Privileges And Restrictions

Exchange Privileges

Shares of the Fund may be  exchanged  for Class L shares of the other  series of
the Trust and The Montgomery  Funds II (together with the Fund, the  "Montgomery
Funds"), with restrictions noted below, on the basis of their relative net asset
values (with no sales charge or exchange fee) next determined  after the time of
the exchange  request and provided that you have the current  prospectus for the
fund into which you are  exchanging  shares of the Fund.  You are  automatically
eligible  to  make  telephone  exchanges  with  your  Montgomery  account.   See
discussion of Fund  telephone  procedures  and  limitations  of liability  under
"Telephone  Transactions."  Shareholders should note that an exchange may result
in recognition of a gain or loss for income tax purposes.

Exchange Restrictions

A  shareholder's  privilege of  exchanging  shares of the Fund has the following
restrictions:

o  Shareholders  may  exchange  for shares of a  Montgomery  fund only in states
   where that fund's shares are qualified for sale.

o  A  shareholder  may not exchange for shares of a Montgomery  fund that is not
   open to new shareholders  unless the shareholder has an existing account with
   that Montgomery fund.

o  Shares of the Fund may not be exchanged for shares of another Montgomery fund
   unless  the amount to be  received  in the  exchange  satisfies  that  fund's
   minimum investment requirement.

o  Because  excessive  exchanges  can harm the  Fund's  performance,  the  Trust
   reserves the right to terminate, either temporarily or permanently,  exchange
   privileges of any  shareholder  who makes more than four exchanges out of the
   Fund during a twelve-month period and to refuse an exchange into a Montgomery
   fund from which the  shareholder  has redeemed  shares within the previous 90
   days (accounts  under common  ownership or control and accounts with the same
   taxpayer  identification number will be counted together).  This 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 Trust reserves the right to refuse exchanges
   by any  person or group  if, in the  Manager's  judgment,  the Fund  would be
   unable  effectively  to invest the money in  accordance  with its  investment
   objective and policies, or would otherwise be potentially adversely affected.
   A shareholder's  exchanges may be restricted or refused if the Fund receives,
   or  the  Manager  anticipates,   simultaneous  orders  affecting  significant
   portions  of the Fund's  assets and, in  particular,  a pattern of  exchanges
   coinciding  with a "market timing"  strategy.  Although the Trust attempts to
   provide prior notice to affected shareholders when it is reasonable to do so,
   it may impose these restrictions at any time. The Trust reserves the right to
   terminate  or modify the  exchange  privileges  of Fund  shareholders  in the
   future.

Brokers and Other Intermediaries

Investing through Securities Brokers, Dealers and Financial Intermediaries.
Investors  may  purchase  shares  of the 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., 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  these  agents  perform  shareholder  servicing
activities for the Fund, they may receive fees from the Fund for such services.

Repurchase Orders Through Brokerage Accounts

Shareholders  also may sell shares back to the Fund 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 repurchase order by such broker-dealer,
provided  the  broker-dealer  transmits  such 

                                       21
<PAGE>

order on a timely  basis to the  Transfer  Agent so that it is  received by 4:00
p.m.,  New York time,  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 the Fund is  determined  once daily as of 4:00 p.m.,  New
York time,  on each day that the NYSE is open for trading.  Per-share  net asset
value is  calculated by dividing the value of the Fund's total net assets by the
total number of the 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  Trust's  officers,  and by the manager and the Pricing
Committee  of the  Board  respectively,  in  accordance  with  methods  that are
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 of
Trustees. 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
if there has not been any change in the  foreign-currency  denominated values of
such securities.

Because  foreign  securities  markets  may  close  prior  to the  time  the Fund
determines  its net  asset  values,  events  affecting  the  value of  portfolio
securities  occurring  between the time prices are  determined  and the time the
Fund  calculates  its net  asset  values  may  not be  reflected  in the  Fund's
calculation  of net asset values unless the Manager,  under  supervision  of the
Board, determines that a particular event would materially affect the Fund's net
asset values.

Dividends And Distributions

The Fund  distributes  substantially  all of its net  investment  income and net
capital gains to shareholders  each year. The Fund currently intends to make one
or, if necessary to avoid the imposition of tax on the Fund, more  distributions
during each calendar  year. A  distribution  may be made between  November 1 and
December 31 of each year with respect to any undistributed  capital gains earned
during the  one-year  period ended  October 31 of such  calendar  year.  Another
distribution of any  undistributed  capital gains may also be made following the
Fund's fiscal year end (June 30). The amount and frequency of Fund distributions
are not guaranteed and are at the discretion of the Board.

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

Taxation

The Fund  intends to qualify  and elect as soon as  possible  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 Fund generally
will not be liable  for  federal  income  tax or excise  tax based on net income
except to the extent its earnings are not  distributed  or are  distributed in a
manner that does not  satisfy the  requirements  of the Code  pertaining  to the
timing of distributions.  If the Fund is unable to meet certain  requirements of
the Code,  it may be subject to  taxation  as a  corporation.  The Fund may also
incur tax  liability  to the extent it invests in  "passive  foreign  investment
companies." See 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 Fund are considered  ordinary
income.  Part of the  distributions  paid by the  Fund 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 the Fund are  treated  by  shareholders  as

                                       22
<PAGE>

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 Fund.

The 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 Fund.  Additional  information  on tax matters
relating  to the Fund and its  shareholders  is  included  in the  Statement  of
Additional Information.

General Information

The Trust

The Fund is a series of The  Montgomery  Funds, a  Massachusetts  business trust
organized on May 10, 1990 (the "Trust").  The Trust's  Agreement and Declaration
of Trust permits the Board 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 the Trust are separate and distinct
from those of each other series.

This  Prospectus  relates  only to the Class L shares of the Fund.  The Fund has
designated other classes of shares and may in the future designate other classes
of shares for specific purposes.

Shareholder Rights

Shares issued by the Fund 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 the Fund and to the net assets of the Fund upon
liquidation or dissolution.  The Fund, as a separate series of the Trust,  votes
separately on matters affecting only the Fund (e.g.,  approval of the Investment
Management Agreement); all series of the Trust vote as a single class on matters
affecting  all  series  of the  Trust  jointly  or the  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.  Except as set forth herein,  all
classes  of shares  issued by the 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 of that class into another  class.  While the Trust is
not required and does not intend to hold annual meetings of  shareholders,  such
meetings  may be called by the 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  Fund  may  publish  its  total  return,  such  as in
advertisements and  communications to investors.  Performance data may be quoted
separately for the Class L shares as for other classes. Total return information
generally will include the 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. The Fund may also advertise aggregate and average total
return  information  over  different  periods of time. The 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 the Fund's income.

Investment results of the Fund will fluctuate over time, and any presentation of
the Fund's  total  return 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.

                                       23
<PAGE>
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

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. A confirmation  statement
will be mailed to your record address each time you request a transaction except
for pre-authorized automatic investment and redemption services (quarterly). All
transactions are recorded on quarterly account statements which you will receive
at the end of each calendar quarter. Your fourth-quarter  account statement will
be a year-end statement,  listing all transaction  activity for the entire year.
Retain this statement for your tax records.

In  general,  shareholders  who  redeemed  shares from a  qualifying  Montgomery
account  should  expect to receive an Average Cost  Statement in February of the
following  year.  Your  statement  will  calculate  your  average cost using the
average cost single-category method.

Any  questions  should  be  directed  to The  Montgomery  Funds at  800-572-FUND
(800-572-3863).

Backup Withholding Instructions

Shareholders  are required by law to provide the Fund with their correct  Social
Security or other Taxpayer Identification Number ("TIN"),  regardless of whether
they file tax returns.  Failure to do so may subject a shareholder to penalties.
Failure  to  provide a  correct  TIN or to check  the  appropriate  boxes in the
Account  Application and to sign the  shareholder's  name could result in backup
withholding  by the Fund of an  amount  of  federal  income  tax equal to 31% of
distributions, redemptions, exchanges and other payments made to a shareholder's
account.  Any tax withheld may be credited against taxes owed on a shareholder's
federal income tax return.

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 the 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 Fund's official sales literature.

                                       24
<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
                                 1-800-447-4210

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





<PAGE>

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

                                     PART C

                                OTHER INFORMATION

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



<PAGE>



                              THE MONTGOMERY FUNDS
                                 --------------

                                    FORM N-1A
                                 --------------

                                     PART C
                                 --------------



Item 24.  Financial Statements and Exhibits
          (a)       Financial Statements:

                    (1)      Portfolio   Investments   as  of  June  30,   1996;
                             Statements of Assets and Liabilities as of June 30,
                             1996;  Statements of Operations  For the Year Ended
                             June 30,  1996;  Statement  of Cash  Flows for year
                             ended June 30, 1996;  Statements  of Changes in Net
                             Assets for the Year Ended June 30, 1996;  Financial
                             Highlights for a Fund share outstanding  throughout
                             each year,  including  the year ended June 30, 1996
                             for Montgomery  Growth Fund,  Montgomery  Micro Cap
                             Fund,  Montgomery Small Cap Fund,  Montgomery Small
                             Cap  Opportunities  Fund,  Montgomery Equity Income
                             Fund,  Montgomery Asset Allocation Fund, Montgomery
                             Select  50 Fund,  Montgomery  Global  Opportunities
                             Fund,   Montgomery  Global   Communications   Fund,
                             Montgomery International Small Cap Fund, Montgomery
                             International  Growth  Fund,   Montgomery  Emerging
                             Markets  Fund,  Montgomery  Short  Government  Bond
                             Fund,    Montgomery    Government   Reserve   Fund,
                             Montgomery  California  Tax-Free  Intermediate Bond
                             Fund and Montgomery California Tax-Free Money Fund;
                             Notes   to   Financial   Statements;    Independent
                             Auditors' Report on the foregoing, all incorporated
                             by reference to the Annual  Report to  Shareholders
                             of the above-named funds.

          (b)       Exhibits:

          (1)(A)   Agreement  and   Declaration  of  Trust  is  incorporated  by
                      reference to the  Registrant's  Registration  Statement as
                      filed with the  Commission on May 16, 1990  ("Registration
                      Statement").

          (1)(B)   Amendment  to   Agreement   and   Declaration   of  Trust  is
                      incorporated by reference to Post-Effective  Amendment No.
                      17  to  the  Registration  Statement  as  filed  with  the
                      Commission on December 30, 1993 ("Post-Effective Amendment
                      No. 17").

          (1)(C)   Amended and Restated  Agreement and  Declaration  of Trust is
                      incorporated by reference to Post-Effective  Amendment No.
                      28  to  the  Registration  Statement  as  filed  with  the
                      Commission   on   September   13,  1995   ("Post-Effective
                      Amendment No. 28").

          (2)      By-Laws are  incorporated  by reference  to the  Registration
                      Statement.

          (3)      Voting Trust Agreement - Not applicable.

          (4)      Specimen Share Certificate - Not applicable.

          (5)(A)   Form of Investment  Management  Agreement is  incorporated by
                      reference  to   Pre-Effective   Amendment  No.  1  to  the
                      Registration  Statement  as filed with the  Commission  on
                      July 5, 1990 ("Pre-Effective Amendment No. 1").
<PAGE>

          (5)(B)   Form of  Amendment  to  Investment  Management  Agreement  is
                      incorporated by reference to Post-Effective  Amendment No.
                      24  to  the  Registration  Statement  as  filed  with  the
                      Commission  on March 31, 1995  ("Post-Effective  Amendment
                      No. 24").

          (6)(A)   Form of  Underwriting  Agreement is incorporated by reference
                      to Pre-Effective Amendment No. 1.

          (6)(B)   Form of Selling Group  Agreement is incorporated by reference
                      to Pre-Effective Amendment No. 1.

          (7)      Benefit Plan(s) - Not applicable.

          (8)      Custody   Agreement   is   incorporated   by   reference   to
                      Post-Effective Amendment No. 24.

          (9)(A)   Form of Administrative  Services Agreement is incorporated by
                      reference to Post-Effective Amendment No. 15.

          (9)(B)   Form of Multiple Class Plan is  incorporated  by reference to
                      Post-Effective Amendment No. 28.

          (9)(C)   Form  of  Shareholder   Services  Plan  is   incorporated  by
                      reference to Post-Effective Amendment No. 28.

          (10)     Consent  and  Opinion of Counsel as to  legality of shares is
                      incorporated by reference to Pre-Effective Amendment No.1.

          (11)     Independent Auditors' Consent. - Not Applicable.

          (12)     Financial Statements omitted from Item 23 - Not applicable.

          (13)     Letter of Understanding re: Initial Shares is incorporated by
                      reference to Pre-Effective Amendment No. 1.

          (14)     Model Retirement Plan Documents are incorporated by reference
                      to  Post-Effective  Amendment  No.  2 to the  Registration
                      Statement  as filed with the  Commission  on March 4, 1991
                      ("Post-Effective Amendment No. 2").

          (15)     Form of Share  Marketing Plan is incorporated by reference to
                      Post-Effective Amendment No. 28.

          (16)(A)  Performance  Computation for Montgomery Short Government Bond
                      Fund  is  incorporated  by  reference  to   Post-Effective
                      Amendment No. 13.

          (16)(B)  Performance  Computation  for Montgomery  Government  Reserve
                      Fund  is  incorporated  by  reference  to   Post-Effective
                      Amendment No. 12.

          (16)(C)  Performance  Computation for Montgomery  California  Tax-Free
                      Intermediate  Bond Fund is  incorporated  by  reference to
                      Post-Effective Amendment No. 17.

          (16)(D)  Performance Computation for the other series of Registrant is
                      incorporated by reference to Post-Effective  Amendment No.
                      2.

          (27)     Financial Data Schedule is  incorporated by reference to Form
                      N-SAR filed for the period ended June 30, 1996.

                                       C-2
<PAGE>

Item 25.  Persons Controlled by or Under Common Control with Registrant.

         Montgomery Asset Management, L.P., a California limited partnership, is
the  manager of each series of the  Registrant,  of The  Montgomery  Funds II, a
Delaware  business trust, and of The Montgomery  Funds III, a Delaware  business
trust.  Montgomery  Asset  Management,  Inc.,  a California  corporation  is the
general partner of Montgomery Asset Management,  L.P., and Montgomery Securities
is its sole limited  partner.  The Registrant,  The Montgomery  Funds II and The
Montgomery  Funds III are deemed to be under the common control of each of those
three entities.

   
Item 26.  Number of Holders of Securities
                                                      Number of Record Holders
        Title of Class                                as of December 31, 1996
        --------------                                -----------------------
        Shares of Beneficial
        Interest, $0.01 par value
        -------------------------
        Montgomery Small Cap Fund (Class R)                          7,204

        Montgomery Growth Fund (Class R)                            59,109

        Montgomery Emerging Markets                                 55,952
          Fund  (Class R)

        Montgomery International Small Cap Fund (Class R)            2,538

        Montgomery Global Opportunities Fund (Class R)               1,614

        Montgomery Global Communications Fund (Class R)             16,531

        Montgomery Equity Income Fund (Class R)                      1,614

        Montgomery Short Duration Government Bond Fund               1,280
          (Class R)

        Montgomery California Tax-Free                                250
          Intermediate Bond Fund (Class R)

        Montgomery Government Reserve Fund (Class R)                11,180

        Montgomery California Tax-Free                               1,478
          Money Fund (Class R)

        Montgomery Micro Cap Fund (Class R)                         12,145

        Montgomery International Growth Fund (Class R)                831

        Montgomery Select 50 Fund (Class R)                          6,916

        Montgomery Small Cap Opportunities Fund (Class R)           13,991

        Montgomery Federal Tax-Free Money Fund (Class R)              497

        Montgomery Technology Fund                                     0

        Montgomery Emerging Asia Fund                                1,207

                                      C-3
<PAGE>

        Montgomery Global Asset Allocation Fund                        0

        Montgomery Total Return Bond Fund                              0
    
Item 27.  Indemnification

         Article  VII,  Section  3 of the  Agreement  and  Declaration  of Trust
empowers  the  Trustees of the Trust,  to the full extent  permitted  by law, to
purchase with Trust assets insurance for  indemnification  from liability and to
pay for all  expenses  reasonably  incurred  or paid or expected to be paid by a
Trustee or officer in connection with any claim,  action,  suit or proceeding in
which he or she  becomes  involved  by virtue of his or her  capacity  or former
capacity with the Trust.

         Article VI of the  By-Laws of the Trust  provides  that the Trust shall
indemnify  any person who was or is a party or is  threatened to be made a party
to any proceeding by reason of the fact that such person is and other amounts or
was an agent of the Trust, against expenses,  judgments,  fines,  settlement and
other  amounts  actually  and  reasonable   incurred  in  connection  with  such
proceeding if that person acted in good faith and reasonably believed his or her
conduct to be in the best  interests of the Trust.  Indemnification  will not be
provided  in certain  circumstances,  however,  including  instances  of willful
misfeasance,  bad faith, gross negligence,  and reckless disregard of the duties
involved in the conduct of the particular office involved.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to the Trustees,  officers and controlling  persons
of the  Registrant  pursuant  to the  foregoing  provisions  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 and is,  therefore,  unenforceable  in the event  that a
claim for  indemnification  against such liabilities  (other than the payment by
the Registrant of expenses incurred or paid by a Trustee, officer or controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted  by such  Trustee,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

Item 28.  Business and Other Connections of Investment Adviser.

         Montgomery  Securities,  which  is a  broker-dealer  and the  principal
underwriter  of  The  Montgomery  Funds,  is the  sole  limited  partner  of the
investment manager, Montgomery Asset Management, L.P. ("MAM, L.P."). The general
partner of MAM, L.P. is a corporation,  Montgomery Asset Management, Inc. ("MAM,
Inc."),  certain  of the  officers  and  directors  of which  serve  in  similar
capacities  for MAM, L.P. One of these  officers and  directors,  Mr. R. Stephen
Doyle, also is a capital limited partner of Montgomery Securities,  and Mr. Jack
G.  Levin,  Secretary  of  The  Montgomery  Funds,  is a  Managing  Director  of
Montgomery  Securities.  R. Stephen  Doyle is the  Chairman and Chief  Executive
Officer  of MAM,  L.P.;  Mark B.  Geist is the  President;  John T. Story is the
Managing  Director  of  Mutual  Funds and  Executive  Vice  President;  David E.
Demarest is Chief Administrative  Officer;  Mary Jane Fross is Manager of Mutual
Fund  Administration  and Finance;  and Josephine  Jimenez,  Bryan L.  Sudweeks,
Stuart O. Roberts, John H. Brown, William C. Stevens, Roger Honour, Oscar Castro
and John  Boich  are  Managing  Directors  of MAM,  L.P.  Information  about the
individuals  who function as officers of MAM, L.P.  (namely,  R. Stephen  Doyle,
Mark B. Geist, John T. Story,  David E. Demarest,  Mary Jane Fross and the eight
Managing Directors) is set forth in Part B.

Item 29.  Principal Underwriter.

         (a)      Montgomery  Securities  is the  principal  underwriter  of The
                  Montgomery  Funds,  The Montgomery Funds II and The Montgomery
                  Funds  III.  Montgomery   Securities  acts  as  the  principal
                  underwriter,   depositor  and/or  investment   adviser  and/or
                  trustee  for  The  Montgomery  Funds,  an  investment  company
                  registered  under  the  Investment  Company  Act of  1940,  as
                  amended, and for the following private investment partnerships
                  or trusts:

                                      C-4
<PAGE>


                   Montgomery Bridge Fund Liquidating Trust
                   Montgomery Bridge Fund II, Liquidating Trust
                   Montgomery Bridge Investments Limited, Liquidating Trust
                   Montgomery Private Investments Partnership, Liquidating Trust
                   Pathfinder Montgomery Fund I, L.P., Liquidating Trust
                   Montgomery Growth Partners, L.P.
                   Montgomery Small Cap Partners II, L.P.
                   Montgomery Small Cap Partners III, L.P.
                   Montgomery Capital Partners, L.P.
                   Montgomery Capital Partners II, L.P.
                   Montgomery Emerging Markets Fund Limited
                   Montgomery Emerging World Partners, L.P.
<TABLE>

         (b)      The  following  information  is furnished  with respect to the
officers and general partners of Montgomery Securities:

<CAPTION>

          Name and Principal             Position and Offices                         Positions and Offices
           Business Address*             with Montgomery Securities                      with Registrant
           ----------------              --------------------------                      ---------------

<S>                                      <C>                                             <C>
Lewis W. Coleman                         Senior Managing Director                              None

J. Richard Fredericks                    Senior Managing Director                              None

Robert L. Kahan                          Senior Managing Director                              None

Kent A. Logan                            Senior Managing Director                              None

Jerome S. Markowitz                      Senior Managing Director                        Trustee Designate

Karl L. Matthies                         Senior Managing Director                              None

J. Sanford Miller                        Senior Managing Director                              None

Joseph M. Schell                         Senior Managing Director                              None

John K. Skeen                            Senior Managing Director                              None

Thomas W. Weisel                         Chairman and Chief Executive Officer                  None

Stephen T. Aiello                        Managing Director                                     None

John A. Berg                             Managing Director                                     None

Howard S. Berl                           Managing Director                                     None

Charles R. Brama                         Managing Director                                     None

Robert V. Cheadle                        Managing Director                                     None

Jeffrey B. Child                         Managing Director                                     None

                                      C-5
<PAGE>
          Name and Principal             Position and Offices                         Positions and Offices
           Business Address*             with Montgomery Securities                      with Registrant
           ----------------              --------------------------                      ---------------

M. Allen Chozen                          Managing Director                                     None

Frank J. Connelly                        Managing Director                                     None

David K. Crossen                         Managing Director                                     None

Glen C. Dailey                           Managing Director                                     None

Michael G. Dorey                         Managing Director                                     None

Dennis Dugan                             Managing Director                                     None

Frank M. Dunlevy                         Managing Director                                     None

William A. Falk                          Managing Director                                     None

Paul G. Fox                              Managing Director                                     None

Clark L. Gerhardt, Jr.                   Managing Director                                     None

Seth J. Gersch                           Managing Director                                     None

Robert G. Goddard                        Managing Director                                     None

P. Joseph Grasso                         Managing Director                                     None

James C. Hale, III                       Managing Director                                     None

Wilson T. Hileman, Jr.                   Managing Director                                     None

Brett A. Hodess                          Managing Director                                     None

Ben Howe                                 Managing Director                                     None

Craig R. Johnson                         Managing Director                                     None

Joseph A. Jolson                         Managing Director                                     None

Scott C. Kovalik                         Managing Director                                     None

Kurt H. Kruger                           Managing Director                                     None

Guy A. Lampard                           Managing Director                                     None

David S. Lehmann                         Managing Director                                     None

Derek Lemke-von Ammon                    Managing Director                                     None

Jack G. Levin, Esq.                      Managing Director                                   Secretary

                                      C-6
<PAGE>
          Name and Principal             Position and Offices                         Positions and Offices
           Business Address*             with Montgomery Securities                      with Registrant
           ----------------              --------------------------                      ---------------

Merrill S. Lichtenfeld                   Managing Director                                     None

James F. McMahon                         Managing Director                                     None

Michael G. Mueller                       Managing Director                                     None

Bernard M. Notas                         Managing Director                                     None

Bruce G. Potter                          Managing Director                                     None

David B. Readerman                       Managing Director                                     None

Rand Rosenberg                           Managing Director                                     None

Alice S. Ruth                            Managing Director                                     None

Richard A. Smith                         Managing Director                                     None

Kathleen Smythe-de Urquieta              Managing Director                                     None

Peter B. Stoneberg                       Managing Director                                     None

Thomas Tashjian                          Managing Director                                     None

Thomas A. Thornhill, III                 Managing Director                                     None

John Tinker                              Managing Director                                     None

Otto V. Tschudi                          Managing Director                                     None

Stephan P. Vermut                        Managing Director                                     None

John W. Weiss                            Managing Director                                     None

George W. Yandell, III                   Managing Director                                     None

Ross Investments, Inc.                   General Partner                                       None

LWC Investments, Inc.                    General Partner                                       None

RLK Investments, Inc.                    General Partner                                       None

Logan Investments, Inc.                  General Partner                                       None

SEWEL Investments, Inc.                  General Partner                                       None

MMJ Investments, Inc.                    General Partner                                       None

Skeen Investments, Inc.                  General Partner                                       None
</TABLE>

                                      C-7
<PAGE>

*        The principal  business  address of persons and entities  listed is 600
         Montgomery Street, San Francisco, California 94111.

         The above list does not include  limited  partners  or special  limited
         partners who are not Managing Directors of Montgomery Securities.

Item 30.  Location of Accounts and Records.

         The accounts,  books, or other  documents  required to be maintained by
Section  31(a)  of the  Investment  Company  Act of  1940  will  be  kept by the
Registrant's  Transfer Agent,  DST Systems,  Inc., 1004 Baltimore,  Kansas City,
Missouri 64105, except those records relating to portfolio  transactions and the
basic  organizational  and Trust  documents of the Registrant  (see  Subsections
(2)(iii),  (4), (5), (6), (7), (9), (10) and (11) of Rule 31a-1(b)),  which will
be kept by the Registrant at 101 California  Street,  San Francisco,  California
94111.

Item 31.  Management Services.

         There are no  management-related  service  contracts  not  discussed in
Parts A and B.

Item 32.  Undertakings.

         (a)      Not applicable.

         (b) Registrant  hereby  undertakes to file a  post-effective  amendment
including financial statements of Montgomery  Technology Fund, Montgomery Growth
& Income Fund,  Montgomery Federal Tax-Free Money Fund, Montgomery Emerging Asia
Fund,  Montgomery  Global Asset  Allocation Fund or Montgomery Total Return Bond
Fund, which need not be certified,  within four to six months from the effective
date of Registrant's 1933 Act registration statement as to those series.

         (c)  Registrant  hereby  undertakes  to furnish  each  person to whom a
prospectus is delivered with a copy of the Registrant's  latest annual report to
shareholders, upon request and without charge.

         (d)  Registrant  has  undertaken  to comply with  Section  16(a) of the
Investment Company Act of 1940, as amended,  which requires the prompt convening
of a meeting of shareholders to elect trustees to fill existing vacancies in the
Registrant's  Board of  Trustees  in the event that less than a majority  of the
trustees have been elected to such position by shareholders. Registrant has also
undertaken  promptly to call a meeting of shareholders for the purpose of voting
upon the  question  of removal of any  Trustee or  Trustees  when  requested  in
writing  to do so by the  record  holders  of not less  than 10  percent  of the
Registrant's  outstanding shares and to assist its shareholders in communicating
with other  shareholders in accordance with the requirements of Section 16(c) of
the Investment Company Act of 1940, as amended.


                                      C-8
<PAGE>

                                   SIGNATURES

   
         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
the  Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly authorized,  in the City of San Francisco and State of California
on this 4th day of February, 1997.
    



                                           THE MONTGOMERY FUNDS



                                           By:  R. Stephen Doyle*
                                                --------------------------------
                                                Chairman and Principal Executive
                                                Officer


<TABLE>

Pursuant to the  requirements  of the Securities Act of 1933,  this Amendment to
Registrant's  Registration  Statement  has been  signed  below by the  following
persons in the capacities and on the dates indicated.
<CAPTION>

<S>                                     <C>                                    <C>    
   
R. Stephen Doyle*                       Officer; Principal                     February 4, 1997
- -----------------
R. Stephen Doyle                        Financial and Accounting
                                        Officer; and Trustee
Andrew Cox *                            Trustee                                February 4, 1997
- ------------
Andrew Cox

Cecilia H. Herbert *                    Trustee                                February 4, 1997
- --------------------
Cecilia H. Herbert

John A. Farnsworth *                    Trustee                                February 4, 1997
- --------------------
John A. Farnsworth
    


         * By:    /s/ Julie Allecta
               -------------------------
         Julie Allecta, Attorney-in-Fact
         pursuant to Power of Attorney previously filed.


</TABLE>




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