MONTGOMERY FUNDS I
485APOS, 1998-11-27
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    As filed with the Securities and Exchange Commission on November 25, 1998
                                                              File 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. 63
                                       and

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                Amendment No. 64

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

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

                                 (415) 572-3863
              (Registrant's Telephone Number, Including Area Code)

                      Greg M. Siemons, Assistant Secretary
                              101 California Street
                         San Francisco, California 94111
                     (Name and Address of Agent for Service)

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

             It is proposed that this filing will become effective:
             ___  immediately upon filing pursuant to Rule 485(b)  
             ___  on   ______________ 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)

                                   ----------

                     Please Send Copy of Communications to:

                               JULIE ALLECTA, ESQ.
                              DAVID A. HEARTH, ESQ.
                      Paul, Hastings, Janofsky & Walker LLP
                              345 California Street
                         San Francisco, California 94104
                                 (415) 835-1600

<PAGE>

                              THE MONTGOMERY FUNDS

                      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

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

         Part A - Prospectus  for  Class  R  shares of  Montgomery  Growth Fund,
                  Montgomery  Equity  Income  Fund,  Montgomery  Small Cap Fund,
                  Montgomery  Small  Cap  Opportunities  Fund,  Montgomery  U.S.
                  Emerging Growth Fund,  Montgomery Global  Opportunities  Fund,
                  Montgomery    Global     Communications    Fund,    Montgomery
                  International Small Cap Fund, Montgomery  International Growth
                  Fund,  Montgomery Latin America Fund, Montgomery Emerging Asia
                  Fund,  Montgomery Emerging Markets Fund,  Montgomery Select 50
                  Fund,  Montgomery U.S. Asset Allocation Fund, Montgomery Short
                  Duration  Government Bond Fund,  Montgomery  Total Return Bond
                  Fund,  Montgomery  Government Reserve Fund, Montgomery Federal
                  Tax-Free   Money   Fund,    Montgomery   California   Tax-Free
                  Intermediate  Bond  Fund and  Montgomery  California  Tax-Free
                  Money   Fund.

         Part B - Combined  Statement of  Additional  Information  for  Class  R
                  and  Class P shares  of  Montgomery  Growth  Fund,  Montgomery
                  Equity  Income  Fund,  Montgomery  Small Cap Fund,  Montgomery
                  Small Cap Opportunities Fund,  Montgomery U.S. Emerging Growth
                  Fund,  Montgomery Global Opportunities Fund, Montgomery Global
                  Communications Fund, Montgomery  International Small Cap Fund,
                  Montgomery International Growth Fund, Montgomery Latin America
                  Fund,  Montgomery  Emerging  Asia  Fund,  Montgomery  Emerging
                  Markets Fund, Montgomery Select 50 Fund, Montgomery U.S. Asset
                  Allocation  Fund,  Montgomery  Short Duration  Government Bond
                  Fund, Montgomery Total Return Bond Fund, Montgomery Government
                  Reserve  Fund,   Montgomery   Federal   Tax-Free  Money  Fund,
                  Montgomery  California  Tax-Free  Intermediate  Bond  Fund and
                  Montgomery   California   Tax-Free   Money   Fund  is   hereby
                  incorporated   by  reference  to   Post-Effective   Amendments
                  previously filed with the Commission

         Part C - Other Information

         Signature Page

         Exhibits



<PAGE>



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

                                     PART A

                  AMENDMENT TO PROSPECTUS FOR CLASS R SHARES OF

                          MONTGOMERY EMERGING ASIA FUND

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








<PAGE>


                              The Montgomery Funds

                      Amendment dated ______________, 19__
                  to the Combined Prospectus for Class R Shares
                        (formerly dated October 31, 1998)



For the Montgomery Emerging Asia Fund only:

Effective  December  __, 1998,  this Fund will charge a redemption  fee of 2% on
shares held for less than 6 months.  Shares  purchased before that date will not
be subject to this redemption fee.

This fee is  intended  to  compensate  the Fund for the  increased  expenses  to
longer-term  shareholders  and the  disruptive  effect on the  Fund's  portfolio
caused by short-term investments. The redemption fee will be assessed on the net
asset  value of the shares  redeemed  and will be deducted  from the  redemption
proceeds  otherwise  payable to the  shareholder.  The Fund will  retain the fee
charged.
<TABLE>

The following table should be read instead of the table that appears on page 25:
<CAPTION>
<S>                                                                                              <C>

Fund Fees and Expenses
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee*                                                                              2.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
    Management Fee                                                                               1.25%
    Distribution/Service (12b-1) Fee                                                             0.00%
    Other Expenses                                                                               1.02%
- -------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                             2.27%
    Fee Waiver and/or Expense Reimbursement                                                      0.36%
Net Expenses  1.91%
<FN>

*    Deducted from the net proceeds of shares redeemed (or exchanged) within 6 months after purchase.

+    Montgomery Asset Management has contractually agreed to reduce its fees and/or absorb expenses to
     limit the Fund's total annual operating expenses  (excluding interest and tax expenses) to 1.90%.
     This contract has a one-year term, renewable at the end of each fiscal year.
</FN>
</TABLE>
                                       1

<PAGE>










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

                                     PART A

                        PROSPECTUS FOR CLASS R SHARES OF

                             MONTGOMERY GROWTH FUND
                         MONTGOMERY EQUITY INCOME FUND
                           MONTGOMERY SMALL CAP FUND
                    MONTGOMERY SMALL CAP OPPORTUNITIES FUND
                      MONTGOMERY U.S. EMERGING GROWTH FUND
                      MONTGOMERY GLOBAL OPPORTUNITIES FUND
                     MONTGOMERY GLOBAL COMMUNICATIONS FUND
                    MONTGOMERY INTERNATIONAL SMALL CAP FUND
                      MONTGOMERY INTERNATIONAL GROWTH FUND
                         MONTGOMERY LATIN AMERICA FUND
                         MONTGOMERY EMERGING ASIA FUND
                        MONTGOMERY EMERGING MARKETS FUND
                           MONTGOMERY SELECT 50 FUND
                     MONTGOMERY U.S. ASSET ALLOCATION FUND
                 MONTGOMERY SHORT DURATION GOVERNMENT BOND FUND
                       MONTGOMERY TOTAL RETURN BOND FUND
                       MONTGOMERY GOVERNMENT RESERVE FUND
                     MONTGOMERY FEDERAL TAX-FREE MONEY FUND
                MONTGOMERY CALIFORNIA TAX-FREE INTERMEDIATE BOND
                 FUND~MONTGOMERY CALIFORNIA TAX-FREE MONEY FUND

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

<PAGE>


Prospectus                                                           Rule 497(e)
__________, 1998            The Montgomery Funds File Nos. 33-34841 and 811-6011
                         The Montgomery Funds II File Nos. 33-69686 and 811-8064

The Montgomery Funds(SM)

U.S. Equity Funds
     Growth Fund
     Small Cap Opportunities Fund
     Small Cap Fund
        (closed to new investors)
     U.S. Emerging Growth Fund
     Equity Income Fund

International & Global Equity Funds
     International Growth Fund
     International Small Cap Fund
     Global Opportunities Fund
     Global Communications Fund
     Emerging Markets Fund
     Emerging Asia Fund
     Latin America Fund

Multi-Strategy Funds
     Select 50 Fund
     U.S. Asset Allocation Fund

U.S. Fixed-Income & Money Market Funds
     Total Return Bond Fund
     Short Duration Government Bond Fund
     Government Reserve Fund
     Federal Tax-Free Money Fund
     California Tax-Free Intermediate Bond Fund
     California Tax-Free Money Fund

The Montgomery Funds have registered each mutual fund offered in this prospectus
with the U.S.  Securities and Exchange  Commission (SEC). That registration does
not imply, however, that the SEC endorses the Funds.

The SEC has not  approved or  disapproved  these  securities  or passed upon the
adequacy of this prospectus.  Any  representation  to the contrary is a criminal
offense.

                                      1====

<PAGE>


[inside front cover of prospectus]

This prospectus contains important information about the investment  objectives,
strategies  and risks of The  Montgomery  Funds that you should  know before you
invest  in  them.  Please  read it  carefully  and  keep it on hand  for  future
reference.

Please be aware that The Montgomery Funds:

o    Are not bank  deposits.

o    Are not  guaranteed,  endorsed or insured by any financial  institution  or
     government entity such as the Federal Deposit Insurance Corporation (FDIC).

o    May not achieve their stated goal(s).

You should also know that:

o    The  Funds'  shares  may rise and fall in value.

o    You could lose money by investing in the Funds.

This prospectus  describes only the Funds' Class R shares.  The Montgomery Funds
offer other classes of shares to eligible investors.

                                      2====


<PAGE>


                               [Table of Contents]
TABLE OF CONTENTS
U.S. Equity Funds
     Montgomery Growth Fund...................................................4
     Montgomery Small Cap Opportunities Fund..................................6
     Montgomery Small Cap Fund (closed to new investors)......................8
     Montgomery U.S. Emerging Growth Fund....................................10
     Montgomery Equity Income Fund...........................................12

International and Global Equity Funds
     Montgomery International Growth Fund....................................14
     Montgomery International Small Cap Fund.................................16
     Montgomery Global Opportunities Fund....................................18
     Montgomery Global Communications Fund...................................20
     Montgomery Emerging Markets Fund........................................22
     Montgomery Emerging Asia Fund...........................................24
     Montgomery Latin America Fund...........................................26

Multi-Strategy Funds
     Montgomery Select 50 Fund...............................................28
     Montgomery U.S. Asset Allocation Fund...................................30

U.S. Fixed-Income and Money Market Funds
     Montgomery Total Return Bond Fund.......................................32
     Montgomery Short Duration Government Bond Fund..........................34
     Montgomery Government Reserve Fund......................................36
     Montgomery Federal Tax-Free Money Fund..................................38
     Montgomery California Tax-Free Intermediate Bond Fund...................40
     Montgomery California Tax-Free Money Fund...............................42

Portfolio Management.........................................................44

Additional Investment Strategies and Related Risks...........................48
     Montgomery Latin America Fund...........................................48
     The Euro:  Single European Currency.....................................49
     Defensive Investments...................................................49
     Portfolio Turnover......................................................50
     The Year 2000...........................................................50
     Alternative Structures..................................................51

Financial Highlights.........................................................52

Account Information..........................................................62
     Becoming a Montgomery Shareholder.......................................63
     How Fund Shares are Priced..............................................63
     Buying Additional Shares................................................64
     Exchanging Shares.......................................................66
     Selling Shares..........................................................67
     Other Policies..........................................................68
     Tax Information.........................................................69



<PAGE>


     After You Invest........................................................70


[Sidebar]

- -------------------------
   How to Contact Us
- -------------------------

Montgomery Shareholder
Service Representatives
800.572.FUND [3863]
Available 5 A.M. to 5 P.M.
Pacific time

Montgomery Web Site
www.montgomeryfunds.com

Address General
Correspondence to:
The Montgomery Funds
101 California Street
San Francisco, CA
94111-9361

                                      3====

<PAGE>


Growth Fund | MNGFX

Objective

o    Seeks long-term capital  appreciation by investing in growth-oriented  U.S.
     companies of any size

[Graphic indicating  Montgomery Growth Fund has a potential  risk/reward profile
that is  slightly  more  than  that  of the  S&P  500.]  This  Fund's  potential
risk/reward relative to other Montgomery Funds

Strategy  [clipart]

The Fund may invest in U.S.  companies of any size,  but invests at least 65% of
its total assets in those companies whose shares have a total stock market value
(market capitalization) of at least $1 billion.

The Fund's  strategy  is to identify  well-managed  U.S.  companies  whose share
prices appear to be  undervalued  relative to the firms' growth  potential.  The
managers  rigorously analyze all prospective  holdings by subjecting them to the
following three steps of their investment process:

o    Identify companies with improving business fundamentals

o    In-depth analysis of each company's current business and future prospects

o    Analyze each company's price to determine whether its growth prospects have
     been discovered by the market

Risks   [clipart]

By  investing  in stocks,  the Fund may  expose you to certain  risks that could
cause you to lose money,  particularly  a sudden  decline in a  holding's  share
price or an overall  decline in the stock  market.  As with any stock fund,  the
value of your investment will fluctuate on a day-to-day  basis with movements in
the  stock  market,  as well as in  response  to the  activities  of  individual
companies. To the extent that the Fund is overweighted in certain market sectors
compared with the Standard and Poor's 500 Composite Price Index, the Fund may be
more volatile than the S&P 500.

When  the  Fund's  portfolio  managers  think  that  market  conditions  are not
favorable  or when they are unable to locate  attractive  investments,  they may
temporarily  increase the Fund's cash  position.  Larger cash positions can be a
defensive  measure  in adverse  market  conditions.  Should the market  advance,
however,  the Fund may not  participate  as much as it might have if more of its
assets were invested in stocks.

                                      4====

<PAGE>


Past Fund Performance The chart at the left below,  shows the risks of investing
in the Fund and how the Fund's  total return has varied from  year-to-year.  The
chart at the right  compares the Fund's  performance  to the most  commonly used
index for its market  segment.  Of course,  past  performance is no guarantee of
future results.

[bar chart]
      1994               1995             1996              1997
- ------------------- ----------------- ---------------- -----------------
      20.91%             23.65%           20.20%            24.16%

Average Annual Returns through 12/31/97.

Growth Fund                          24.16%                  25.67%
S&P 500 Index                        33.35%                  22.11%
- -----------------------------------------------------------------------------
                                     1 Year            Inception (9/30/93)

During the four-year  period  described above in the bar chart,  the Fund's best
quarter was Q2 1997  (+15.70%) and its worst quarter was Q4 1997  (-5.77%).  The
Fund's 1998 return through 9/30/98 was -12.70%.

Fees & Expenses [clipart]

<TABLE>
The following  table shows the fees and expenses you may pay if you buy and hold
shares of the Fund.  Montgomery  does not impose any front-end or deferred sales
loads and does not charge  shareholders  for  exchanging  shares or  reinvesting
dividends.

<CAPTION>
Fund Fees and Expenses

<S>                                                                                              <C>  
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee                                                                               0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
    Management Fee                                                                               0.91%
    Distribution/Service (12b-1) Fee                                                             0.00%
    Other Expenses                                                                               0.29%
- --------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                             1.20%
</TABLE>

Example of Fund expenses:  This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual  funds.  The
table below shows what you would pay in expenses  over time,  whether or not you
sold  your  shares at the end of each  period.  It  assumes  a  $10,000  initial
investment,  5% total return each year and no changes in expenses.  This example
is for comparison  purposes only. It does not  necessarily  represent the Fund's
actual expenses or returns.

 1 Year        3 Years       5 Years         10 Years
- -------------------------------------------------------
  $122          $380          $658            $1,450

PORTFOLIO MANAGEMENT [clipart]                         [sidebar]
Roger Honour, Kathryn Peters, Andrew Pratt             For financial highlights,
For more details see page 44.                          see page 52

                                      5====

<PAGE>


Small Cap Opportunities Fund | MNSOX

Objective

o    Seeks long-term capital  appreciation by investing in growth-oriented  U.S.
     small-cap companies

[Graphic  indicating  Montgomery  Small Cap  Opportunities  Fund has a potential
risk/reward  profile that is significantly  more than that of the S&P 500.] This
Fund's potential risk/reward relative to other Montgomery Funds

Strategy [clipart]

The  Fund  invests  at least  65% of its  total  assets  in the  stocks  of U.S.
companies  whose shares have a total stock market value (market  capitalization)
of $1.5 billion or less.

The Fund's  strategy  is to identify  well-managed  U.S.  companies  whose share
prices appear to be undervalued relative to their growth potential. The managers
rigorously analyze all prospective  holdings by subjecting them to the following
three steps of their investment process:

o    Identify companies with improving business fundamentals

o    In-depth analysis of each company's current business and future prospects

o    Analyze  each  company's  price to  determine  whether its growth have been
     discovered by the market

Risks  [clipart]

By  investing  in stocks,  the Fund may  expose you to certain  risks that could
cause you to lose money,  particularly  a sudden  decline in a  holding's  share
price or an overall  decline in the stock  market.  As with any stock fund,  the
value of your investment will fluctuate on a day-to-day  basis with movements in
the  stock  market,  as well as in  response  to the  activities  of  individual
companies. To the extent that the Fund is overweighted in certain market sectors
compared  with the Russell 2000 Index,  the Fund may be more  volatile  than the
Russell 2000.

The Fund's  focus on  small-cap  stocks may expose  shareholders  to  additional
risks.  Smaller companies typically have more-limited product lines, markets and
financial  resources than larger companies,  and their securities may trade less
frequently  and in  more-limited  volume  than  those  of  larger,  more  mature
companies. As a result,  small-cap stocks--and therefore the Fund--may fluctuate
significantly more in value than larger-cap stocks and funds that focus on them.

                                      6====

<PAGE>


Past Fund  Performance  The chart at the left below shows the risks of investing
in the Fund and how the Fund's  total return has varied from  year-to-year.  The
chart at the right  compares the Fund's  performance  to the most  commonly used
index for its market  segment.  Of course,  past  performance is no guarantee of
future results.

[bar chart]

       1996               1997
- ------------------- -----------------
      37.28%             16.45%

Average Annual Returns through 12/31/97

Small Cap Opportunities Fund                16.45%                  26.36%
Russell 2000 Index                          22.36%                  19.39%
- --------------------------------------------------------------------------------
                                           1 Year           Inception (12/29/95)

During the two-year  period  described  above in the bar chart,  the Fund's best
quarter was Q1 1996 (+22.92%) and its worst quarter was Q1 1997  (-10.32%).  The
Fund's 1998 return through 9/30/98 was -23.32%.

FEES & EXPENSES  [clipart]

<TABLE>
The following  table shows the fees and expenses you may pay if you buy and hold
shares of this Fund.  Montgomery does not impose any front-end or deferred sales
loads on this fund and does not charge  shareholders  for  exchanging  shares or
reinvesting dividends.

<CAPTION>
Fund Fees and Expenses

<S>                                                                                              <C>  
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee                                                                               0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
    Management Fee                                                                               1.20%
    Distribution/Service (12b-1) Fee                                                             0.00%
    Other Expenses                                                                               0.58%
- --------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                             1.78%
    Fee Waiver and/or Expense Reimbursement                                                      0.28%
Net Expenses                                                                                     1.50%

<FN>
+ Montgomery Asset Management has contractually agreed to reduce its fees and/or
absorb expenses to limit the Fund's total annual operating  expenses  (excluding
interest  and tax  expenses)  to  1.50%.  This  contract  has a  one-year  term,
renewable at the end of each fiscal year.
</FN>
</TABLE>

Example of Fund expenses:  This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual  funds.  The
table below shows what you would pay in expenses  over time,  whether or not you
sold  your  shares at the end of each  period.  It  assumes  a  $10,000  initial
investment,  5% total return each year and no changes in expenses.  This example
is for comparison  purposes only. It does not  necessarily  represent the Fund's
actual expenses or returns.

1 Year         3 Years       5 Years         10 Years
- -------------------------------------------------------
  $152          $473          $816            $1,784


PORTFOLIO MANAGEMENT [clipart]            
Roger Honour, Kathryn Peters, Andrew Pratt             [sidebar]
For more details see page 44.                          For financial highlights,
                                                       see page 53

                                      7====

<PAGE>


Small Cap Fund | MNSCX

The Montgomery Small Cap Fund is currently closed to new investors*

Objective

o    Seeks long-term  capital  appreciation by investing in rapidly growing U.S.
     small-cap companies

[Graphic  indicating  Montgomery  Small  Cap  Fund has a  potential  risk/reward
profile  that is  significantly  more  than that of the S&P  500.]  This  Fund's
potential risk/reward relative to other Montgomery Funds

Strategy  [clipart]

The  Fund  invests  at least  65% of its  total  assets  in the  stocks  of U.S.
companies  whose shares have a total stock market value (market  capitalization)
of $1.5 billion or less.

The Fund's portfolio  managers follow a growth strategy to invest in potentially
attractive  small-cap  companies that are at an early or  transitional  stage of
their development.  The managers look for companies that they believe can thrive
even in adverse  economic  conditions.  Specifically,  they search for companies
that they think have the potential to:

o    Gain market  share  within their  industries

o    Deliver   consistently  high  profits  to  shareholders

o    Increase  their  corporate  earnings  each quarter

o    Provide  solutions  for current or impending  problems in their  respective
     industries or in society overall.

Risks  [clipart]

By  investing  in stocks,  the Fund may  expose you to certain  risks that could
cause you to lose money,  particularly  a sudden  decline in a  holding's  share
price or an overall  decline in the stock  market.  As with any stock fund,  the
value of your investment will fluctuate on a day-to-day  basis with movements in
the  stock  market,  as well as in  response  to the  activities  of  individual
companies. To the extent that the Fund is overweighted in certain market sectors
compared  with the Russell 2000 Index,  the Fund may be more  volatile  than the
Russell 2000.

The Fund's  focus on  small-cap  stocks may expose  shareholders  to  additional
risks.  Smaller companies typically have more-limited product lines, markets and
financial  resources than larger companies,  and their securities may trade less
frequently  and in  more-limited  volume  than  those  of  larger,  more  mature
companies. As a result,  small-cap stocks--and therefore the Fund--may fluctuate
significantly more in value than larger-cap stocks and funds that focus on them.

[Footnote to page] *From time to time, Montgomery may reopen and close the Small
Cap Fund to new investors at its discretion.  Current  shareholders who maintain
open  accounts  in the Fund may make  additional  investments  in it.  Please be
advised  that if you redeem your total  investment  in the Small Cap Fund,  your
account  will be  closed  and you  will  not be  able  to  make  any  additional
investments in the Fund.

                                      8====

<PAGE>


Past Fund Performance The chart at the left below shows the risk of investing in
the Fund and how the Fund's total return has varied from year-to-year. The chart
at the right compares the Fund's performance to the most commonly used index for
its market  segment.  Of course,  past  performance  is no  guarantee  of future
results.

  1991        1992        1993        1994         1995        1996      1997
- ---------  ----------- ----------- ------------ ----------- --------- ----------
 98.75%       9.59%      24.31%      -9.96%       35.12%      18.69%    23.86%

<TABLE>
<CAPTION>
Average Annual Returns through 12/31/97

<S>                                      <C>                     <C>                     <C>   
Small Cap Fund                           23.86%                  17.33%                  21.47%
Russell 2000 Index                       22.36%                  16.40%                  15.38%*
- ---------------------------------------------------------------------------------------------------------
<FN>
*calculated from 6/30/90                 1 Year                  5 Years           Inception (7/13/90)
</FN>
</TABLE>

During the seven-year  period  described above in the bar chart, the Fund's best
quarter was Q1 1991 (+39.57%) and its worst quarter was Q1 1997  (-11.68%).  The
Fund's 1998 return through 9/30/98 was -28.62%.

Fees & Expenses  [clipart]

<TABLE>
The following  table shows the fees and expenses you may pay if you buy and hold
shares of the Fund.  Montgomery  does not impose any front-end or deferred sales
loads on this Fund and does not charge  shareholders  for  exchanging  shares or
reinvesting dividends.

<CAPTION>
Fund Fees and Expenses

<S>                                                                                              <C>  
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee                                                                               0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
    Management Fee                                                                               1.00%
    Distribution/Service (12b-1) Fee                                                             0.00%
    Other Expenses                                                                               0.24%
- --------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                             1.24%
</TABLE>

Example of Fund expenses:  This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual  funds.  The
table below shows what you would pay in expenses  over time,  whether or not you
sold  your  shares at the end of each  period.  It  assumes  a  $10,000  initial
investment,  5% total return each year and no changes in expenses.  This example
is for comparison  purposes only. It does not  necessarily  represent the Fund's
actual expenses or returns.

 1 Year        3 Years       5 Years         10 Years
- -------------------------------------------------------
  $126          $393          $679            $1,495


PORTFOLIO MANAGEMENT [clipart]                         [sidebar]
Stuart Roberts, Brad Kidwell, Cam Philpott             For financial highlights
For more details see page 44-45.                       see page 53

                                      9====

<PAGE>


U.S. Emerging Growth Fund | MNMCX

Objective

o    Seeks long-term capital  appreciation by investing in growth-oriented  U.S.
     smaller-cap companies

[Graphic  indicating  Montgomery  U.S.  Emerging  Growth  Fund  has a  potential
risk/reward  profile that is significantly  more than that of the S&P 500.] This
Fund's potential risk/reward relative to other Montgomery Funds

Strategy  [clipart]

The  Fund  invests  at least  65% of its  total  assets  in the  stocks  of U.S.
companies  whose shares have a total stock market value (market  capitalization)
of $1 billion or less.

The Fund's  strategy  is to identify  well-managed  U.S.  companies  whose share
prices appear to be undervalued relative to their growth potential. The managers
rigorously analyze all prospective  holdings by subjecting them to the following
three steps of their investment process:

o    Identify companies with improving business fundamentals

o    In-depth analysis of each company's current business and future prospects

o    Analyze each company's price to determine whether its growth prospects have
     been discovered by the market

Risks  [clipart]

By  investing  in stocks,  the Fund may  expose you to certain  risks that could
cause you to lose money,  particularly  a sudden  decline in a  holding's  share
price or an overall  decline in the stock  market.  As with any stock fund,  the
value of your investment will fluctuate on a day-to-day  basis with movements in
the  stock  market,  as well as in  response  to the  activities  of  individual
companies. To the extent that the Fund is overweighted in certain market sectors
compared  with the Russell 2000 Index,  the Fund may be more  volatile  than the
Russell 2000.

The Fund's  focus on micro- and  small-cap  stocks  may expose  shareholders  to
additional risks.  Small companies  typically have  more-limited  product lines,
markets and financial resources than larger companies,  and their securities may
trade less  frequently  and in  more-limited  volume than those of larger,  more
mature companies.  This is especially true of micro-cap companies.  As a result,
micro-cap  stocks--and  therefore the Fund--may fluctuate  significantly more in
value than larger-cap stocks and funds that focus on them.

                                     10====

<PAGE>


Past Fund  Performance  The chart at the left below shows the risks of investing
in the Fund and how the Fund's  total return has varied from  year-to-year.  The
chart at the right  compares the Fund's  performance  to the most  commonly used
index for its market  segment.  Of course,  past  performance is no guarantee of
future results.

[bar chart]

       1995               1996             1997
- ------------------- ----------------- ----------------
      28.66%             19.12%           27.05%

Average Annual Returns through 12/31/97

U.S. Emerging Growth Fund                27.05%                  24.85%
Russell 2000 Index                       22.36%                  22.34%
- --------------------------------------------------------------------------------
                                         1 Year           Inception (12/30/94)

During the three-year  period  described above in the bar chart, the Fund's best
quarter was Q2 1997  (+18.82%) and its worst quarter was Q1 1997  (-5.44%).  The
Fund's 1998 return through 9/30/98 was -10.88%

Fees & Expenses  [clipart]

<TABLE>
The following  table shows the fees and expenses you may pay if you buy and hold
shares of this Fund.  Montgomery does not impose any front-end or deferred sales
loads on this Fund and does not charge  shareholders  for  exchanging  shares or
reinvesting dividends.

<CAPTION>
Fund Fees and Expenses

<S>                                                                                              <C>  
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee                                                                               0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
    Management Fee                                                                               1.33%
    Distribution/Service (12b-1) Fee                                                             0.00%
    Other Expenses                                                                               0.24%
- --------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                             1.57%
</TABLE>

Example of Fund expenses:  This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual  funds.  The
table below shows what you would pay in expenses  over time,  whether or not you
sold  your  shares at the end of each  period.  It  assumes  a  $10,000  initial
investment,  5% total return each year and no changes in expenses.  This example
is for comparison  purposes only. It does not  necessarily  represent the Fund's
actual expenses or returns.

 1 Year        3 Years       5 Years         10 Years
- -------------------------------------------------------
  $159          $495          $853            $1,860


PORTFOLIO MANAGEMENT [clipart]                        [sidebar]
Roger Honour, Kathryn Peters, Andrew Pratt            For financial highlights,
For more details see page 44.                         see page 54

                                     11====

<PAGE>


Equity Income Fund | MNEIX

Objective

o    Seeks current income and long-term capital  appreciation  while striving to
     minimize portfolio  volatility by investing in large,  dividend-paying U.S.
     companies

[Graphic  indicating  Montgomery Equity Income Fund has a potential  risk/reward
profile  that is a little less than that of the S&P 500.] This Fund's  potential
risk/reward relative to other Montgomery Funds

Strategy  [clipart]

The Fund seeks to provide a greater  yield than the average  yield of Standard &
Poor's 500  Composite  Price Index stocks by investing at least 65% of its total
assets in dividend-paying stocks of large U.S. companies.

The Fund's  strategy  is to  identify  mature  companies  that have a history of
paying regular  dividends to shareholders  and offer a dividend yield well above
their  historical  average  and/or  the  market's  average.  (Dividend  yield is
calculated by dividing the dividend a company pays out per share of common stock
by the stock  market  price of those  shares.)  The Fund  typically  invests  in
companies  for two to four years.  The manager  usually will begin to reduce the
Fund's  position in a company as its share price moves up and its dividend yield
drops to the lower end of its  historical  range.  He may also pare back or sell
the Fund's position in a company that reduces or eliminates its dividend,  or if
he believes that the company is about to do so.

Risks  [clipart]

By  investing  in stocks,  the Fund may  expose you to certain  risks that could
cause you to lose money,  particularly  a sudden  decline in a  holding's  share
price or an overall  decline in the stock  market.  As with any stock fund,  the
value of your investment will fluctuate on a day-to-day  basis with movements in
the  stock  market,  as well as in  response  to the  activities  of  individual
companies.  Increased  interest rates may reduce the value of your investment in
this Fund.  Although the Fund seeks to provide a  consistent  level of income to
shareholders, its yield may fluctuate significantly in the short term.

                                     12====

<PAGE>


Past Fund  Performance  The chart at the left below shows the risks of investing
in the Fund and how the Fund's  total return has varied from  year-to-year.  The
chart at the right  compares the Fund's  performance  to the most  commonly used
index for its market  segment.  Of course,  past  performance is no guarantee of
future results.

[bar chart]

       1995               1996             1997
- ------------------- ----------------- ----------------
      35.17%             18.34%           26.10%

Average Annual Returns through 12/31/97

Equity Income Fund                       26.10%                  23.74%
S&P 500 Index                            33.35%                  28.42%
- --------------------------------------------------------------------------------
                                         1 Year            Inception (9/30/94)

During the three-year  period  described above in the bar chart, the Fund's best
quarter was Q2 1997  (+10.49%) and its worst quarter was Q1 1997  (+2.42%).  The
Fund's 1998 return through 9/30/98 was -1.81%.

Fees & Expenses  [clipart]

<TABLE>
The following  table shows the fees and expenses you may pay if you buy and hold
shares of the Fund.  Montgomery  does not impose any front-end or deferred sales
loads and does not charge  shareholders  for  exchanging  shares or  reinvesting
dividends.

<CAPTION>
Fund Fees and Expenses

<S>                                                                                              <C>  
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee                                                                               0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
    Management Fee                                                                               0.60%
    Distribution/Service (12b-1) Fee                                                             0.00%
    Other Expenses                                                                               0.78%
- --------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                             1.38%
    Fee Waiver and/or Expense Reimbursement                                                      0.52%
Net Expenses                                                                                     0.86%

<FN>
+ Montgomery Asset Management has contractually agreed to reduce its fees and/or
absorb expenses to limit the Fund's total annual operating  expenses  (excluding
interest  and tax  expenses)  to  0.85%.  This  contract  has a  one-year  term,
renewable at the end of each fiscal year.
</FN>
</TABLE>

Example of Fund expenses:  This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual  funds.  The
table below shows what you would pay in expenses  over time,  whether or not you
sold  your  shares at the end of each  period.  It  assumes  a  $10,000  initial
investment,  5% total return each year and no changes in expenses.  This example
is for comparison  purposes only. It does not  necessarily  represent the Fund's
actual expenses or returns.

 1 Year        3 Years       5 Years         10 Years
- -------------------------------------------------------
   $87          $274          $475            $1,058

PORTFOLIO MANAGER  [clipart]                           [sidebar]
William King                                           For financial highlights,
For more details see page 44.                          see page 54

                                     13====

<PAGE>


International Growth Fund | MNIGX

Objective

o    Seeks long-term capital  appreciation by investing in medium- and large-cap
     companies in developed stock markets outside the United States

[Graphic  indicating  Montgomery  International  Growth  Fund  has  a  potential
risk/reward profile that is a little more than that of the S&P 500.] This Fund's
potential risk/reward relative to other Montgomery Funds

Strategy  [clipart]

The Fund  invests  at least 65% of its  total  assets  in the  common  stocks of
companies  outside the United  States  whose  shares have a stock  market  value
(market capitalization) of more than $1 billion. The Fund currently concentrates
its investments in the stock markets of western Europe,  particularly the United
Kingdom,  France,  Germany,  Italy  and the  Netherlands,  as well as  developed
markets in Asia,  such as Japan and Hong Kong. The Fund typically  invests in at
least three  countries  outside the United States,  with no more than 40% of its
assets in any one country.

The portfolio  managers seek  well-managed  companies  that they believe will be
able to increase  their sales and corporate  earnings on a sustained  basis.  In
addition,  the portfolio managers must consider the shares of these companies to
be  under- or  reasonably-valued  relative  to their  long-term  prospects.  The
managers favor companies that they believe have a competitive  advantage,  offer
innovative  products or services and may profit from such trends as deregulation
and  privatization.  On a strategic  basis,  the Fund's  assets may be allocated
among  countries in an attempt to take  advantage of market  trends.  The Fund's
portfolio managers and analysts  frequently travel to the countries in which the
Fund  invests  or may  invest  to gain  firsthand  insight  into  the  economic,
political and social trends that affect investments in those countries.

Risks  [clipart]

By  investing  in stocks,  the Fund may  expose you to certain  risks that could
cause you to lose money,  particularly  a sudden  decline in a  holding's  share
price or an overall  decline in the stock  market.  As with any stock fund,  the
value of your investment will fluctuate on a day-to-day  basis with movements in
the  stock  market,  as well as in  response  to the  activities  of  individual
companies.

By investing  primarily in foreign stocks,  the Fund may expose  shareholders to
additional  risks.  Foreign stock markets tend to be more volatile than the U.S.
market due to economic and political  instability  and regulatory  conditions in
some countries.

In  addition,  most of the  foreign  securities  in which the Fund  invests  are
denominated  in foreign  currencies,  whose value may  decline  against the U.S.
dollar. Furthermore,  the January 1, 1999, introduction by the European Union of
a single European currency (the "euro") may cause market  uncertainties and even
market  disruptions  that could  negatively  affect the  Fund's  investments  in
European companies.

                                     14====

<PAGE>


Past Fund  Performance  The chart at the left below shows the risks of investing
in the Fund and how the Fund's  total return has varied from  year-to-year.  The
chart at the right  compares the Fund's  performance  to the most  commonly used
index for its market  segment.  Of course,  past  performance is no guarantee of
future results.

[bar chart]

       1996               1997
- ------------------- -----------------
      20.96%             10.15%

Average Annual Returns through 12/31/97

International Growth Fund                10.15%                  17.18%
MSCI EAFE Index                           1.78%                   6.48%
- --------------------------------------------------------------------------------
*calculated from 6/30/95                 1 Year            Inception (7/3/95)

During the two-year  period  described  above in the bar chart,  the Fund's best
quarter was Q2 1997  (+10.77%) and its worst quarter was Q4 1977  (-5.98%).  The
Fund's 1998 return through 9/30/98 was +4.61%.

Fees & Expenses   [clipart]

<TABLE>
The following  table shows the fees and expenses you may pay if you buy and hold
shares of the Fund.  Montgomery  does not impose any front-end or deferred sales
loads and does not charge  shareholders  for  exchanging  shares or  reinvesting
dividends.

<CAPTION>
Fund Fees and Expenses

<S>                                                                                              <C>  
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee                                                                               0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
    Management Fee                                                                               1.10%
    Distribution/Service (12b-1) Fee                                                             0.00%
    Other Expenses                                                                               1.03%
- --------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                             2.13%
    Fee Waiver and/or Expense Reimbursement                                                      0.47%
Net Expenses                                                                                     1.66%

<FN>
+ Montgomery Asset Management has contractually agreed to reduce its fees and/or
absorb expenses to limit the Fund's total annual operating  expenses  (excluding
interest  and tax  expenses)  to  1.65%.  This  contract  has a  one-year  term,
renewable at the end of each fiscal year.
</FN>
</TABLE>

Example of Fund expenses:  This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual  funds.  The
table below shows what you would pay in expenses  over time,  whether or not you
sold  your  shares at the end of each  period.  It  assumes  a  $10,000  initial
investment,  5% total return each year and no changes in expenses.  This example
is for comparison  purposes only. It does not  necessarily  represent the Fund's
actual expenses or returns.

 1 Year        3 Years       5 Years         10 Years
- --------------------------------------------------------
  $168          $522          $900            $1,958


PORTFOLIO MANAGEMENT [clipart]                         [sidebar]
John Boich, Oscar Castro                               For financial highlights,
For more details see page 45.                          see page 55

                                     15====

<PAGE>


International Small Cap Fund | MNISX

Objective

o    Seeks long-term capital appreciation by investing in small-cap companies in
     developed stock markets outside the United States

[Graphic  indicating  Montgomery  International  Small Cap Fund has a  potential
risk/reward  profile  that is much more than that of the S&P 500.]  This  Fund's
potential risk/reward relative to other Montgomery Funds

Strategy [clipart]

The Fund  invests at least 65% of its total  assets in the  stocks of  companies
outside  the  United   States  whose   shares  have  a  market   value   (market
capitalization) of less than $1 billion.  The Fund typically invests most of its
assets in the developed  stock markets of western Europe and Asia,  particularly
the United Kingdom,  France,  Germany, Italy, Sweden and Japan. The Fund invests
in at least three different  countries  outside the United States,  with no more
than 40% of its assets in any one country.

The Fund's portfolio managers seek well-managed,  small-cap  companies that they
believe  will be able to increase  sales and  corporate  earnings on a sustained
basis. The portfolio  managers must consider the shares of these companies to be
under- or  reasonably  valued  relative to their  long-term  prospects and favor
companies  that they  believe have a  competitive  advantage,  offer  innovative
products  or  services  and may  profit  from such  trends as  deregulation  and
privatization.  On a strategic  basis,  the Fund's assets may be allocated among
countries in an attempt to take advantage of market trends.  The Funds portfolio
managers  and  analysts  frequently  travel to the  countries  in which the Fund
invests or may invest to gain firsthand insight into the economic, political and
social trends that affect investments in those countries.

Risks  [clipart]

By  investing  in stocks,  the Fund may  expose you to certain  risks that could
cause you to lose money,  particularly  a sudden  decline in a  holding's  share
price or an overall  decline in the stock  market.  As with any stock fund,  the
value of your investment will fluctuate on a day-to-day  basis with movements in
the  stock  market,  as well as in  response  to the  activities  of  individual
companies.

In addition, foreign stock markets tend to be more volatile than the U.S. market
due to economic and  political  instability  and  regulatory  conditions in some
countries.  Most of the  foreign  securities  in  which  the  Fund  invests  are
denominated  in foreign  currencies,  whose value may  decline  against the U.S.
dollar.  Other risks of focusing on small foreign  companies  include limited or
inaccurate  information,  limited product lines, markets or financial resources;
and  securities  that may trade  less  frequently  and in limited  volume.  As a
result,  small-cap stocks--and  therefore the Fund--may fluctuate  significantly
more in value  than  funds that focus on  larger-cap  stocks.  Furthermore,  the
January  1,  1999,  introduction  by the  European  Union of a  single  European
currency (the "euro") may cause market uncertainties and even market disruptions
that could affect negatively the Fund's investments in European companies.

                                     16====

<PAGE>


Past Fund  Performance  The chart at the left below shows the risks of investing
in the Fund and how the Fund's  total return has varied from  year-to-year.  The
chart at the right  compares the Fund's  performance  to the most  commonly used
index for its market  segment.  Of course,  past  performance is no guarantee of
future results.

[bar chart]

       1994               1995             1996              1997
- ------------------- ----------------- ---------------- -----------------
     -13.29%             11.72%           14.97%            -0.78%

Average Annual Returns through 12/31/97

International Small Cap Fund                   -0.78%                   5.46%
Salomon Smith Barney World Extended
(ex-U.S.) Market Index                         -6.61%                   2.51%
- -------------------------------------------------------------------------------
                                               1 Year        Inception (9/30/93)

During the four-year  period  described above in the bar chart,  the Fund's best
quarter was Q2 1997  (+9.93%) and its worst  quarter was Q4 1997  (11.22%).  The
Fund's 1998 return through 9/30/98 was -0.24%.

Fees & Expenses  [clipart]

<TABLE>
The following  table shows the fees and expenses you may pay if you buy and hold
shares of the Fund.  Montgomery  does not impose any front-end or deferred sales
loads on this Fund and does not charge  shareholders  for  exchanging  shares or
reinvesting dividends.

<CAPTION>
Fund Fees and Expenses

<S>                                                                                              <C>  
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee                                                                               0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
    Management Fee                                                                               1.25%
    Distribution/Service (12b-1) Fee                                                             0.00%
    Other Expenses                                                                               1.28%
- --------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                             2.53%
    Fee Waiver and/or Expense Reimbursement                                                      0.61%
Net Expenses                                                                                     1.92%

<FN>
+ Montgomery Asset Management has contractually agreed to reduce its fees and/or
absorb expenses to limit the Fund's total annual operating  expenses  (excluding
interest  and tax  expenses)  to  1.90%.  This  contract  has a  one-year  term,
renewable at the end of each fiscal year.
</FN>
</TABLE>

Example of Fund expenses:  This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual  funds.  The
table below shows what you would pay in expenses  over time,  whether or not you
sold  your  shares at the end of each  period.  It  assumes  a  $10,000  initial
investment,  5% total return each year and no changes in expenses.  This example
is for comparison  purposes only. It does not  necessarily  represent the Fund's
actual expenses or returns.

 1 Year        3 Years       5 Years         10 Years
- -------------------------------------------------------
  $194          $602         $1,034           $2,234

PORTFOLIO MANAGEMENT [clipart]                         [sidebar]
John Boich                                             For financial highlights,
For more details see page 45.                          see page 55

                                     17====

<PAGE>


Global Opportunities Fund | MNGOX

Objective

o    Seeks long-term capital  appreciation by investing in companies of any size
     in the United States and abroad

[Graphic  indicating  Montgomery  Global  Opportunities  Fund  has  a  potential
risk/reward profile that is a little more than that of the S&P 500.] This Fund's
potential risk/reward relative to other Montgomery Funds

Strategy  [clipart]

The Fund  invests at least 65% of its total assets in the stocks of companies of
any size throughout the world. The portfolio  managers  typically invest most of
the Fund's  assets in the United  States and in the  developed  stock markets of
western  Europe and Asia,  particularly  the United  Kingdom,  France,  Germany,
Italy,  the Netherlands and Japan.  The Fund invests in at least three different
countries,  one of which may be the United  States.  With the  exception  of the
United States, no country may represent more than 40% of its total assets.

The portfolio  managers seek  well-managed  companies  that they believe will be
able to increase  their sales and corporate  earnings on a sustained  basis.  In
addition,  the portfolio managers must consider the shares of these companies to
be under- or  reasonably  valued  relative  to their  long-term  prospects.  The
managers favor companies that they believe have a competitive  advantage,  offer
innovative  products or services and may profit from such trends as deregulation
and  privatization.  On a strategic  basis,  the Fund's  assets may be allocated
among  countries in an attempt to take  advantage of market  trends.  The Fund's
portfolio managers and analysts  frequently travel to the countries in which the
Fund  invests  or may  invest  to gain  firsthand  insight  into  the  economic,
political and social trends that may affect investments in those countries.

Risks  [clipart]

By  investing  in stocks,  the Fund may  expose you to certain  risks that could
cause you to lose money,  particularly  a sudden  decline in a  holding's  share
price or an overall  decline in the stock  market.  As with any stock fund,  the
value of your investment will fluctuate on a day-to-day  basis with movements in
the  stock  market,  as well as in  response  to the  activities  of  individual
companies.

By investing in foreign  stocks,  the Fund exposes  shareholders  to  additional
risks.  Foreign stock markets tend to be more volatile than the U.S.  market due
to  economic  and  political  instability  and  regulatory  conditions  in  some
countries. In addition, most of the foreign securities in which the Fund invests
are denominated in foreign currencies,  whose value may decline against the U.S.
dollar. Furthermore,  the January 1, 1999, introduction by the European Union of
a single European currency (the "euro") may cause market  uncertainties and even
market  disruptions  which can  affect  negatively  the  Fund's  investments  in
European companies.

                                     18====

<PAGE>


Past Fund  Performance  The chart at the left below shows the risks of investing
in the Fund and how the Fund's  total return has varied from  year-to-year.  The
chart at the right  compares the Fund's  performance  to the most  commonly used
index for its market  segment.  Of course,  past  performance is no guarantee of
future results.

[bar chart]

       1994               1995             1996              1997
- ------------------- ----------------- ---------------- -----------------
      -8.55%             17.26%           20.18%            11.05%

Average Annual Returns through 12/31/97

Global Opportunities Fund                11.05%                   13.23%
MSCI World Index                         15.76%                   13.19%*
- --------------------------------------------------------------------------------
                                         1 Year             Inception (9/30/93)

During the 4-year  period  described  above in the bar  chart,  the Fund's  best
quarter was Q2 1997  (+12.83%) and its worst quarter was Q4 1997  (-7.94%).  The
Fund's 1998 return through 9/30/98 was +4.44%.

Fees & Expenses   [clipart]

<TABLE>
The following  table shows the fees and expenses you may pay if you buy and hold
shares of the Fund.  Montgomery  does not impose any front-end or deferred sales
loads and does not charge  shareholders  for  exchanging  shares or  reinvesting
dividends.

<CAPTION>
Fund Fees and Expenses

<S>                                                                                              <C>  
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee                                                                               0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
    Management Fee                                                                               1.25%
    Distribution/Service (12b-1) Fee                                                             0.00%
    Other Expenses                                                                               1.12%
- --------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                             2.37%
    Fee Waiver and/or Expense Reimbursement                                                      0.41%
Net Expenses                                                                                     1.96%

<FN>
+ Montgomery Asset Management has contractually agreed to reduce its fees and/or
absorb expenses to limit the Fund's total annual operating  expenses  (excluding
interest  and tax  expenses)  to  1.90%.  This  contract  has a  one-year  term,
renewable at the end of each fiscal year.
</FN>
</TABLE>

Example of Fund expenses:  This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual  funds.  The
table below shows what you would pay in expenses  over time,  whether or not you
sold  your  shares at the end of each  period.  It  assumes  a  $10,000  initial
investment,  5% total return each year and no changes in expenses.  This example
is for comparison  purposes only. It does not  necessarily  represent the Fund's
actual expenses or returns.

 1 Year        3 Years       5 Years         10 Years
- -------------------------------------------------------
  $198          $614         $1,054           $2,275

PORTFOLIO MANAGEMENT [clipart]                         [sidebar]
John Boich, Oscar Castro                               For financial highlights,
For more details see page 45.                          see page 55

                                     19====

<PAGE>


Global Communications Fund | MNGCX

Objective

o    Seeks long-term capital  appreciation by investing in companies involved in
     the communications industry in the United States and abroad

[Graphic  indicating  Montgomery  Global  Communications  Fund  has a  potential
risk/reward  profile that is significantly  more than that of the S&P 500.] This
Fund's potential risk/reward relative to other Montgomery Funds

Strategy  [clipart]

The Fund concentrates its investments in the global  communications  industry by
investing  at least 65% of its  total  assets  in the  stocks of  communications
companies  worldwide,   including  companies  involved  in   telecommunications,
broadcasting,  publishing,  computer  systems  and  the  Internet,  among  other
industries.

The Fund seeks well-managed  communications companies that the portfolio manager
believes  will be able to  increase  their  sales and  corporate  earnings  on a
sustained  basis.  The  portfolio  manager  must  consider  the  shares of these
companies  to be  under-  or  reasonably  valued  relative  to  their  long-term
prospects and favors  companies  that he believes have a competitive  advantage,
offer  innovative  products  or  services  and may  profit  from such  trends as
deregulation and  privatization.  On a strategic basis, the Fund's assets may be
allocated among countries in an attempt to take advantage of market trends.  The
portfolio  manager and analysts  frequently travel to the countries in which the
Fund  invests  or may  invest  to gain  firsthand  insight  into  the  economic,
political and social trends that affect investments in those countries.

Risks  [clipart]

By  investing  in stocks,  the Fund may  expose you to certain  risks that could
cause you to lose money,  particularly  a sudden  decline in a  holding's  share
price or an overall  decline in the stock  market.  As with any stock fund,  the
value of your investment will fluctuate on a day-to-day  basis with movements in
the  stock  market,  as well as in  response  to the  activities  of  individual
companies.

Because  the Fund  concentrates  its  investments  in the global  communications
industry,  its share value may be more  volatile  than that of  more-diversified
funds.  The Fund's share value will reflect trends in the global  communications
industry,  which may be subject to greater changes in governmental  policies and
regulation than many other industries.

In addition, Foreign stock markets tend to be more volatile than the U.S. market
due to  greater  economic  and  political  instability  in  some  countries.  In
addition,  most  of the  foreign  securities  in  which  the  Fund  invests  are
denominated  in foreign  currencies,  whose value may  decline  against the U.S.
dollar. Furthermore,  the January 1, 1999, introduction by the European Union of
a single European currency (the "euro") may cause market  uncertainties and even
market  disruptions  which can  affect  negatively  the  Fund's  investments  in
European companies.

                                     20====

<PAGE>


Past Fund  Performance  The chart at the left below shows the risks of investing
in the Fund and how the Fund's  total return has varied from  year-to-year.  The
chart at the right  compares the Fund's  performance  to the most  commonly used
index for its market  segment.  Of course,  past  performance is no guarantee of
future results.

[bar chart]

       1994              1995             1996              1997
- ------------------- ----------------- ---------------- -----------------
     -13.41%             16.88%            8.02%            15.83%

Average Annual Returns through 12/31/97

Global Communications Fund                  15.83%                   12.39%
MSCI Telecom Index                          19.33%                   10.82%*
- --------------------------------------------------------------------------------
                                            1 Year            Inception (6/1/93)

During the four-year  period  described above in the bar chart,  the Fund's best
quarter was Q2 1997  (+16.05%) and its worst quarter was Q4 1994  (-9.84%).  The
Fund's 1998 return through 9/30/98 was +17.28%.

Fees & Expenses  [clipart]

<TABLE>
The following  table shows the fees and expenses you may pay if you buy and hold
shares of the Fund.  Montgomery  does not impose any front-end or deferred sales
loads and does not charge  shareholders  for  exchanging  shares or  reinvesting
dividends.

<CAPTION>
Fund Fees and Expenses

<S>                                                                                              <C>  
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee                                                                               0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
    Management Fee                                                                               1.23%
    Distribution/Service (12b-1) Fee                                                             0.00%
    Other Expenses                                                                               0.70%
- --------------------------------------------------------------------------------------------------------
Total Annual Fund  Operating  Expenses                                                           1.93% 

<FN>
+ Montgomery  Asset  Management has
contractually  agreed to reduce its fees  and/or  absorb  expenses  to limit the
Fund's total annual operating expenses  (excluding interest and tax expenses) to
1.90%.  This contract has a one-year  term,  renewable at the end of each fiscal
year.
</FN>
</TABLE>

Example of Fund expenses:  This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual  funds.  The
table below shows what you would pay in expenses  over time,  whether or not you
sold  your  shares at the end of each  period.  It  assumes  a  $10,000  initial
investment,  5% total return each year and no changes in expenses.  This example
is for comparison  purposes only. It does not  necessarily  represent the Fund's
actual expenses or returns.

 1 Year        3 Years       5 Years         10 Years
- -------------------------------------------------------
  $195          $605         $1,039           $2,244


PORTFOLIO MANAGEMENT  [clipart]                        [sidebar]
Oscar Castro                                           For financial highlights,
For more details see page 45.                          see page 56

                                     21====

<PAGE>


Emerging Markets Fund | MNEMX

Objective

o    Seeks  long-term  capital  appreciation  by investing in companies based or
     operating primarily in developing economies throughout the world

[Graphic indicating Montgomery Emerging Markets Fund has a potential risk/reward
profile  that is much  more than that of the S&P  500.]  This  Fund's  potential
risk/reward relative to other Montgomery Funds

Strategy  [clipart]

The Fund  invests at least 65% of its total  assets in the  stocks of  companies
based  in  the  world's  developing  economies.  The  Fund  typically  maintains
investments in at least six of these  countries at all times,  with no more than
35% of its assets in any single one of them. These may include:

o    Latin America:  Argentina,  Brazil, Chile,  Colombia,  Costa Rica, Jamaica,
     Mexico,   Peru,  Trinidad  and  Tobago,   Uruguay  and  Venezuela

o    Asia: Bangladesh,  China/Hong Kong, India, Indonesia,  Malaysia,  Pakistan,
     the Philippines,  Singapore,  South Korea, Sri Lanka, Taiwan,  Thailand and
     Vietnam

o    Europe: Czech Republic,  Greece,  Hungary,  Kazakhstan,  Poland,  Portugal,
     Romania, Russia, Slovakia,  Slovenia, Turkey and Ukraine

o    The Middle East:  Israel and Jordan n Africa:  Egypt,  Ghana,  Ivory Coast,
     Kenya, Morocco, Nigeria, South Africa, Tunisia and Zimbabwe

The Fund's strategy combines  computer-based  screening techniques with in-depth
financial  review and on-site  analysis of  companies,  countries and regions to
identify  potential  investments.  The Fund's  portfolio  managers  and analysts
frequently  travel to the emerging  markets to gain  firsthand  insight into the
economic,   political  and  social  trends  that  affect  investments  in  those
countries.  The  portfolio  managers  strive to keep the Fund  well  diversified
across individual stocks, industries and countries to reduce its overall risk.

Risks  [clipart]

By  investing  in stocks,  the Fund may  expose you to certain  risks that could
cause you to lose money,  particularly  a sudden  decline in a  holding's  share
price or an  overall  decline  in a stock  market.  In  addition,  the  risks of
investing in emerging markets are  considerable.  Emerging stock markets tend to
be much more volatile than the U.S. market due to the relative  immaturity,  and
occasional  instability,  of their political and economic  systems.  In the past
many emerging  markets  restricted  the flow of money into or out of their stock
markets,  and some continue to impose  restrictions on foreign investors.  These
markets  tend to be  less  liquid  and  offer  less  regulatory  protection  for
investors.  The economies of emerging  countries may be  predominantly  based on
only a few industries or on revenue from particular  commodities,  international
aid and other assistance.  In addition,  most of the foreign securities in which
the Fund invests are denominated in foreign currencies,  whose value may decline
against the U.S. dollar.

                                     22====

<PAGE>


Past Fund  Performance  The chart at the left below shows the risks of investing
in the Fund and how the Fund's  total return has varied from  year-to-year.  The
chart at the right  compares the Fund's  performance  to the most  commonly used
index for its market  segment.  Of course,  past  performance is no guarantee of
future results.

[bar chart]

    1993             1994           1995            1996             1997
- --------------- --------------- -------------- --------------- ----------------
   58.66%           -7.72%         -9.08%          12.32%           -3.14%

<TABLE>
<CAPTION>
Average Annual Returns through 12/31/97

<S>                                       <C>                     <C>                     <C>  
Emerging Markets Fund                    -3.14%                   7.69%                   6.61%
IFC Global Index                         -14.54%                  6.13%                   3.26%
- ---------------------------------------------------------------------------------------------------------
                                         1 Year                  5 Years           Inception (3/1/92)
</TABLE>

During the five-year  period  described above in the bar chart,  the Fund's best
quarter was Q4 1993 (+29.14%) and its worst quarter was Q4 1997  (-17.07%).  The
Fund's 1998 return through 9/30/98 was -42.54%.

Fees & Expenses  [clipart]

<TABLE>
The following  table shows the fees and expenses you may pay if you buy and hold
shares of the Fund.  Montgomery  does not impose any front-end or deferred sales
loads on this Fund and does not charge  shareholders  for  exchanging  shares or
reinvesting dividends.

<CAPTION>
Fund Fees and Expenses

<S>                                                                                              <C>  
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee                                                                               0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
    Management Fee                                                                               1.07%
    Distribution/Service (12b-1) Fee                                                             0.00%
    Other Expenses                                                                               0.58%
- --------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                             1.65%
</TABLE>

Example of Fund expenses:  This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual  funds.  The
table below shows what you would pay in expenses  over time,  whether or not you
sold  your  shares at the end of each  period.  It  assumes  a  $10,000  initial
investment,  5% total return each year and no changes in expenses.  This example
is for comparison  purposes only. It does not  necessarily  represent the Fund's
actual expenses or returns.

 1 Year        3 Years       5 Years         10 Years
- -------------------------------------------------------
  $167          $519          $895            $1,947


PORTFOLIO MANAGEMENT [clipart]                         [sidebar]
Josephine  Jimenez,  Bryan Sudweeks,  Frank Chiang,    For financial highlights,
Jesus Duarte, Jose  Fiuza,  Stuart Quint               see page 57 
For more  details  see page 45-46.                     

                                     23====

<PAGE>


Emerging Asia Fund | MNEAX

Objective

o    Seeks  long-term  capital  appreciation  by investing in companies based or
     operating primarily in developing economies of Asia

[Graphic indicating  Montgomery  Emerging Asia Fund has a potential  risk/reward
profile  that is far more  than  that of the S&P  500.]  This  Fund's  potential
risk/reward relative to other Montgomery Funds

Strategy [clipart]

The Fund's strategy is to identify potential investments in the Asian markets by
conducting  in-depth  financial  reviews and on-site  analyses of companies  and
countries in that  region.  The Fund invests at least 65% of its total assets in
the stocks of companies  that are based or operate  mainly in  developing  Asian
countries:

 o Bangladesh                         o Indonesia                o South Korea
 o China/Hong Kong                    o Malaysia                 o Sri Lanka
    China/Hong Kong is considered     o Pakistan                 o Taiwan
    to be a single emerging Asian     o The Philippines          o Thailand
    country.                          o Singapore                o Vietnam
 o India    

The Fund  typically  invests in at least three  emerging  Asia  countries at all
times,  with no more than  one-third of its assets in any one  country.  The two
exceptions are China/Hong Kong and Malaysia, where the Fund may invest more than
90% of its assets.  Usually, the Fund will not invest in Japan, Australia or New
Zealand, but the portfolio manager may choose to do so as a defensive strategy.

The manager frequently travels to the countries in which the Fund invests or may
invest to gain firsthand insight into the economic,  political and social trends
that affect  investments in those  countries.  The portfolio  manager strives to
keep the Fund diversified  across individual stocks and industries to reduce its
overall risk.

Risks   [clipart]

By  investing  in stocks,  the Fund may  expose you to certain  risks that could
cause you to lose money,  particularly  a sudden  decline in a  holding's  share
price or an overall decline in a stock market.  Also, the Fund's  volatility may
be magnified by its heavy  concentration in emerging Asia markets,  particularly
China/Hong  Kong and  Malaysia,  as they tend to be much more  volatile than the
U.S.  market due to the relative  immaturity  and  occasional  instability.  For
example,  the economies of emerging countries may be predominantly based on only
a few industries or on revenue from particular  commodities,  international  aid
and other  assistance.  Some emerging Asia countries,  such as Malaysia in 1998,
have restricted the flow of money into or out of the country.  Emerging  markets
also tend to be less liquid and offer less regulatory  protection for investors.
Since mid-1997, Asia has faced serious economic problems and disruptions causing
the  devastating  losses  for  some  investors.  Please  note  that  most of the
securities  in which the Fund  invests are  denominated  in foreign  currencies,
whose value may decline against the U.S. dollar.

                                     24====

<PAGE>


Past Fund  Performance  The chart at the left below shows the risks of investing
in the Fund and how the Fund's  total return has varied from  year-to-year.  The
chart at the right  compares the Fund's  performance  to the most  commonly used
index for its market  segment.  Of course,  past  performance is no guarantee of
future results.

[bar chart]

       1997
- -------------------
     -28.30%

Average Annual Returns through 12/31/97

Emerging Asia Fund                       -28.30%                 -10.71%
MSCI All-Country                                                        
Asia Free (ex-Japan) Index               -40.31%                 -32.56%
- --------------------------------------------------------------------------------
                                         1 Year            Inception (9/30/96)

During the one-year  period  described  above in the bar chart,  the Fund's best
quarter was Q2 1997 (+18.87%) and its worst quarter was Q4 1997  (-38.16%).  The
Fund's 1998 return through 9/30/98 was -36.56%.

Fees & Expenses  [clipart]

<TABLE>
The following  table shows the fees and expenses you may pay if you buy and hold
shares of the Fund.  Montgomery  does not impose any front-end or deferred sales
loads on this Fund and does not charge  shareholders  for  exchanging  shares or
reinvesting dividends.

<CAPTION>
Fund Fees and Expenses

<S>                                                                                              <C>  
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee                                                                               0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
    Management Fee                                                                               1.25%
    Distribution/Service (12b-1) Fee                                                             0.00%
    Other Expenses                                                                               1.02%
- --------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                             2.27%
    Fee Waiver and/or Expense Reimbursement                                                      0.36%
Net Expenses                                                                                     1.91%

<FN>
+ Montgomery Asset Management has contractually agreed to reduce its fees and/or
absorb expenses to limit the Fund's total annual operating  expenses  (excluding
interest  and tax  expenses)  to  1.90%.  This  contract  has a  one-year  term,
renewable at the end of each fiscal year.
</FN>
</TABLE>

Example of Fund expenses:  This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual  funds.  The
table below shows what you would pay in expenses  over time,  whether or not you
sold  your  shares at the end of each  period.  It  assumes  a  $10,000  initial
investment,  5% total return each year and no changes in expenses.  This example
is for comparison  purposes only. It does not  necessarily  represent the Fund's
actual expenses or returns.

 1 Year        3 Years       5 Years         10 Years
- --------------------------------------------------------
  $193          $599         $1,029           $2,223


PORTFOLIO MANAGEMENT  [clipart]                        [sidebar]
Frank Chiang                                           For financial highlights,
For more details see page 45.                          see page 57

                                     25====

<PAGE>



Latin America Fund | MNLAX

Objective

o    Seeks long-term capital  appreciation by investing in companies based in or
     operating primarily in Latin America

[Graphic  indicating  Montgomery Latin America Fund has a potential  risk/reward
profile  that is far more  than  that of the S&P  500.]  This  Fund's  potential
risk/reward relative to other Montgomery Funds

Strategy  [clipart]

The Fund's strategy is to identify potential  investments by conducting in-depth
financial  reviews and on-site  analyses of the  companies and countries in that
region.  The Fund  invests  at least  65% of its total  assets in the  stocks of
companies  that are located in Mexico,  Central  America,  South America and the
Caribbean.  The Fund invests in at least three Latin  American  countries at all
times,  with  no  more  than  50% of its  assets  in any  one of  them.  The two
exceptions are Brazil and Mexico, which are not subject to this limit.

The manager  frequently  travels to the countries in which the Fund invests,  or
may invest,  to gain firsthand  insight into the economic,  political and social
trends  that  affect  investments  in those  countries.  These  techniques  help
determine in which stocks and  countries  the Fund will  invest.  The  portfolio
manager  strives to keep the Fund well  diversified  across  individual  stocks,
industries  and  countries  to reduce its overall  risk.  In managing  the Latin
America Fund, the portfolio manager is supported by the Emerging Markets team.

Risks  [clipart]

By  investing  in stocks,  the Fund may  expose you to certain  risks that could
cause you to lose money,  particularly  a sudden  decline in a  holding's  share
price or an  overall  decline in the stock  market.  In  addition,  the risks of
investing in emerging markets, and especially of concentrated  exposure to Latin
America,  are  considerable.  Latin  American stock markets tend to be much more
volatile than the U.S.  market due to the relative  immaturity,  and  occasional
instability,  of their  political and economic  systems.  In the past many Latin
American  countries  restricted  the  flow of money  into or out of their  stock
markets,  and some continue to impose  restrictions on foreign investors.  These
markets  tend to be  less  liquid  and  offer  less  regulatory  protection  for
investors.  The economies of emerging  countries may be  predominantly  based on
only a few industries or on revenue from particular  commodities,  international
aid and other assistance.  Please note, most of the securities in which the Fund
invests are denominated in foreign  currencies,  whose value may decline against
the U.S. dollar. Investors should also note the particular risks of investing in
Brazil and Mexico (which include government controls and currency devaluations),
because  the Fund may  place,  respectively,  up to 75% and 67% of its assets in
these  countries.  The risks  peculiar  to Brazil and Mexico  are  discussed  in
"Additional Investment Strategies and Related Risks" on pages 48-49.

                                     26====

<PAGE>


Past Fund Performance The Montgomery Latin America Fund was launched on June 30,
1997. Fund performance results has not been provided because it has not yet been
in existence one full calendar year.

Fees & Expenses  [clipart]

<TABLE>
The following  table shows the fees and expenses you may pay if you buy and hold
shares of the Fund.  Montgomery  does not impose any front-end or deferred sales
loads on this fund and does not charge  shareholders  for  exchanging  shares or
reinvesting dividends.

<CAPTION>
Fund Fees and Expenses

<S>                                                                                              <C>  
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee                                                                               0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
    Management Fee                                                                               1.25%
    Distribution/Service (12b-1) Fee                                                             0.00%
    Other Expenses                                                                               1.79%
- --------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                             3.04%
    Fee Waiver and/or Expense Reimbursement                                                      1.14%
Net Expenses                                                                                     1.90%

<FN>
+ Montgomery Asset Management has contractually agreed to reduce its fees and/or
absorb expenses to limit the Fund's total annual operating  expenses  (excluding
interest  and tax  expenses)  to  1.90%.  This  contract  has a  one-year  term,
renewable  at the end of each  fiscal  year.  The actual  expenses  for the Fund
(after reimbursement including interest and tax expenses) were 0.26%.
</FN>
</TABLE>

Example of Fund expenses:  This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual  funds.  The
table below shows what you would pay in expenses  over time,  whether or not you
sold  your  shares at the end of each  period.  It  assumes  a  $10,000  initial
investment,  5% total return each year and no changes in expenses.  This example
is for comparison  purposes only. It does not  necessarily  represent the Fund's
actual expenses or returns.

 1 Year        3 Years       5 Years         10 Years
- -------------------------------------------------------
  $192          $595         $1,024           $2,213


PORTFOLIO MANAGEMENT  [clipart]                        [sidebar]
Jesus Duarte                                           For financial highlights,
For more details see page 45                           see page 57

                                     27====

<PAGE>


Select 50 Fund | MNSFX

Objective

o    Seeks long-term capital appreciation by investing in 10 companies from each
     of five different investment disciplines, for a total of 50 securities

[Graphic  indicating  Montgomery  Select  50 Fund  has a  potential  risk/reward
profile  that is a little more than that of the S&P 500.] This Fund's  potential
risk/reward relative to other Montgomery Funds

Strategy  [clipart]
Five of Montgomery's  portfolio  management  teams each select  approximately 10
stocks that they believe may offer the greatest capital  appreciation  potential
from their respective areas of expertise. These currently include:

o U.S. growth                   o U.S. equity income          o Emerging markets
o U.S. emerging growth          o International equity

The result is a  concentrated  portfolio of at least 50 stocks that is allocated
approximately  equally among  Montgomery's  five equity  disciplines and is well
diversified with typically 60% allotted to U.S. securities of all capitalization
ranges and 40% invested internationally. For details about the teams' individual
strategies,  please see the sections on the  Montgomery  Growth,  U.S.  Emerging
Growth,  Equity Income,  International Growth and Emerging Markets Funds in this
prospectus.

Risks  [clipart]

By  investing  in stocks,  the Fund may  expose you to certain  risks that could
cause you to lose money,  particularly  a sudden  decline in a  holding's  share
price or an overall  decline in the stock  market.  Although  the Select 50 Fund
diversifies  its  assets  across  different  industries,   market  segments  and
countries, it typically invests in just 50 securities. As a result, the value of
shares in the Fund may vary  more than  those of  mutual  funds  investing  in a
greater number of securities.

In addition,  the Fund invests in  companies in emerging and  developed  foreign
markets (each typically 20%), which may expose it to additional  risks.  Foreign
and emerging stock markets tend to be more volatile than the U.S.  market due to
economic and  political  instability  and  regulatory  conditions.  This risk is
heightened in the case of emerging  markets  because of their relative  economic
and  political  immaturity  and,  in many  instances,  dependence  on only a few
industries.  They also tend to be less  liquid,  more  volatile,  and offer less
regulatory  protection for investors.  Also, most of the securities in which the
Fund  invests are  denominated  in foreign  currencies,  whose value may decline
against the U.S. dollar.

The Fund also invests a  significant  portion of its assets  (typically  20%) in
smaller companies,  which may offer greater capital appreciation  potential than
larger  companies but at potentially  greater risk.  Smaller  companies may have
more-limited   product  lines,   markets  or  financial  resources  than  larger
companies,  and their  securities may trade less  frequently and in more-limited
volume  than those of larger,  more  mature  companies.  As a result,  small-cap
stocks--and  therefore the Fund--may fluctuate  significantly more in value than
larger-cap stocks and funds that focus exclusively on them.

                                     28====

<PAGE>


Past Fund  Performance  The chart at the left below shows the risks of investing
in the Fund and how the Fund's  total return has varied from  year-to-year.  The
chart at the right  compares the Fund's  performance  to the most  commonly used
index for its market  segment.  Of course,  past  performance is no guarantee of
future results.

[bar chart]

       1996               1997
- ------------------- -----------------
      20.46%             29.27%

Average Annual Returns through 12/31/97

Select 50 Fund                           29.27%                   30.01%
S&P 500 Index                            33.35%                   27.85%*
- --------------------------------------------------------------------------------
*calculated since 9/30/95                1 Year            Inception (10/2/95)

During the two-year  period  described  above in the bar chart,  the Fund's best
quarter was Q2 1997  (+18.82%) and its worst quarter was Q4 1997  (-8.31%).  The
Fund's 1998 return through 9/30/98 was -7.59%.

Fees & Expenses  [clipart]

<TABLE>
The following  table shows the fees and expenses you may pay if you buy and hold
shares of the Fund.  Montgomery  does not impose any front-end or deferred sales
loads and does not charge  shareholders  for  exchanging  shares or  reinvesting
dividends.

<CAPTION>
Fund Fees and Expenses

<S>                                                                                              <C>  
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee                                                                               0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
    Management Fee                                                                               1.23%
    Distribution/Service (12b-1) Fee                                                             0.00%
    Other Expenses                                                                               0.58%
- --------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                             1.81%

<FN>
+ Montgomery Asset Management has contractually agreed to reduce its fees and/or
absorb expenses to limit the Fund's total annual operating  expenses  (excluding
interest  and tax  expenses)  to  1.80%.  This  contract  has a  one-year  term,
renewable at the end of each fiscal year.
</FN>
</TABLE>

Example of Fund expenses:  This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual  funds.  The
table below shows what you would pay in expenses  over time,  whether or not you
sold  your  shares at the end of each  period.  It  assumes  a  $10,000  initial
investment,  5% total return each year and no changes in expenses.  This example
is for comparison  purposes only. It does not  necessarily  represent the Fund's
actual expenses or returns.

 1 Year        3 Years       5 Years         10 Years
- -------------------------------------------------------
  $183          $568          $977            $2,118


PORTFOLIO MANAGEMENT (Fund Oversight)  [clipart]       [sidebar]
Kevin Hamilton (Fund Oversight)                        For financial highlights,
For more details see page 46.                          see page 58

                                     29====

<PAGE>


U.S. Asset Allocation Fund | MNAAX

Objective

o    Seeks to provide  shareholders  with high total return  (consisting of both
     capital  appreciation  and  income)  while also  seeking to reduce  risk by
     actively  allocating  its  assets  among  stocks,  bonds and  money  market
     securities

[Graphic  indicating  Montgomery U.S. Asset Allocation Fund has a potential risk
/reward  profile  that is a little  less than that of the S&P 500.] This  Fund's
potential risk/reward relative to other Montgomery Funds

Strategy  [clipart]

As a  "fund-of-funds,"  the  Montgomery  U.S.  Asset  Allocation  Fund currently
invests its assets in three underlying Montgomery Funds:

o    Montgomery  Growth Fund, for U.S. equity exposure

o    Montgomery  Total  Return Bond Fund,  for U.S.  bond  exposure

o    Montgomery Government Reserve Fund (a money market fund), for cash exposure

The Fund's  strategy is to analyze various market  factors,  including  relative
risk and return,  using a  proprietary  computer  program to help the  portfolio
manager  determine what he believes is an optimal asset allocation among stocks,
bonds and cash.

The Fund's total  equity and bond  exposure may both range from 20 to 80% of its
assets. It may invest anywhere from 0 to 50% of its assets in a Montgomery Money
Market Fund. At times,  the Fund may invest in other  Montgomery Funds that have
similar investment exposure to the Funds listed above.

The Fund's portfolio manager regularly adjusts the proportion of assets allotted
to the underlying portfolios in response to changing market conditions.

Risks   [clipart]

By investing a substantial portion of its assets in stock and bond mutual funds,
the Fund may expose you to certain risks that could cause you to lose money. The
value of the Fund's  investments in the Montgomery Growth Fund, like investments
in any stock fund,  will  fluctuate on a daily basis with movements in the stock
market, as well as in response to the activities of the individual  companies in
which the Montgomery Growth Fund invests.  The value of the Fund's investment in
the Total  Return  Bond Fund will  fluctuate  along with  interest  rates.  When
interest  rates rise, a bond's market price  generally  declines.  When interest
rates fall, the bond's price usually increases. In addition, if the manager does
not accurately  predict changing market  conditions and other economic  factors,
the Fund's assets might be allocated in a manner that is disadvantageous to you.

                                     30====

<PAGE>


Past Fund  Performance  The chart at the left below shows the risks of investing
in the Fund and how the Fund's  total return has varied from  year-to-year.  The
chart at the right  compares the Fund's  performance  to the most  commonly used
index for its market  segment.  Of course,  past  performance is no guarantee of
future results.

[bar chart]

       1995               1996             1997
- ------------------- ----------------- ----------------
      32.61%             12.85%           19.01%

Average Annual Returns through 12/31/97

U.S. Asset Allocation Fund               19.01%                  22.39%
S&P 500 Index                            33.35%                  25.93%
Lehman Brothers Aggregate Bond
Index                                     9.65%                   8.23%
- --------------------------------------------------------------------------------
                                         1 Year            Inception (3/31/94)

During the three-year  period  described above in the bar chart, the Fund's best
quarter was Q2 1997  (+11.94%) and its worst quarter was Q4 1997  (-1.51%).  The
Fund's 1998 return through 9/30/98 was -0.72%.

Fees & Expenses   [clipart]

<TABLE>
The following  table shows the fees and expenses you may pay if you buy and hold
shares of the Fund.  Montgomery  does not impose any front-end or deferred sales
loads on this fund and does not charge  shareholders  for  exchanging  shares or
reinvesting dividends.

<CAPTION>
Fund Fees and Expenses

<S>                                                                                              <C>  
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee                                                                               0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
    Management Fee                                                                               0.00%
    Distribution/Service (12b-1) Fee                                                             0.00%
    Other Expenses
       Top Fund Expenses                                                                         0.31%
       Underlying Fund Expenses                                                                  1.25%
- --------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                             1.56%
    Fee Waiver and/or Expense Reimbursement                                                      0.26%
Net Expenses                                                                                     1.30%

<FN>
+ In addition to the 0.31% total  operating  expenses of the Fund, a shareholder
also  indirectly  bears  the  Fund's  pro rata  share  of the fees and  expenses
incurred by each underlying Fund. The total expense ratio before  reimbursement,
including  indirect expenses for the fiscal year ended June 30, 1998, was 1.56%,
calculated  based on the Fund's total  operating  expense  ratio  (0.31%) plus a
weighted  average  of the  expense  ratios  of  its  underlying  Funds  (1.25%).
Montgomery has contractually agreed to reduce its fees and/or absorb expenses to
limit the Fund's total annual  operating  expenses  (excluding  interest and tax
expenses)  to 1.30%  (including  the  expenses of the  underlying  Funds).  This
contract has a one-year term, renewable at the end of each fiscal year.
</FN>
</TABLE>

Example of Fund expenses:  This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual  funds.  The
table below shows what you would pay in expenses  over time,  whether or not you
sold  your  shares at the end of each  period.  It  assumes  a  $10,000  initial
investment,  5% total return each year and no changes in expenses.  This example
is for comparison  purposes only. It does not  necessarily  represent the Fund's
actual expenses or returns.

 1 Year        3 Years       5 Years         10 Years
- -------------------------------------------------------
  $132          $411          $711            $1,563


PORTFOLIO MANAGEMENT (Asset Allocation) [clipart]      [sidebar]
Kevin Hamilton                                         For financial highlights,
For more details see page 46.                          see page 58

                                     31====

<PAGE>


Total Return Bond Fund | MNTRX

Objective

o    Seeks  maximum   total  return   consisting  of  both  income  and  capital
     appreciation,  while striving to preserve  shareholders' initial investment
     (principal) by investing in investment-grade bonds

[Graphic   indicating   Montgomery  Total  Return  Bond  Fund  has  a  potential
risk/reward  profile  that is much less than that of the S&P 500.]  This  Fund's
potential risk/reward relative to other Montgomery Funds

Strategy  [clipart]

The  Fund  invests  at  least  65% of its  total  assets  in a  broad  range  of
investment-grade  bonds, including U.S. government securities,  corporate bonds,
mortgage-related securities, asset-backed securities--bonds backed by the income
stream from sources such as car loans or credit-card  payments--and money market
securities.  Investment-grade  bonds are those  rated  within  the four  highest
grades by rating agencies such as Standard & Poor's (at least BBB),  Moody's (at
least Baa) or Fitch (at least  BBB).  From time to time the Fund may also invest
in  unrated  bonds  that  the  portfolio  manager  believes  are  comparable  to
investment-grade securities.

The Fund may  include  bonds of any  maturity,  but  generally  the  portfolio's
overall   interest   rate   sensitivity--duration--ranges   between   four   and
five-and-a-half  years.  Typically,  a lower  duration  means  that  the bond or
portfolio has less sensitivity to interest rates. The Fund invests in bonds that
the portfolio  manager  believes  offer  attractive  yields and are  undervalued
relative to issues of similar credit quality and interest rate sensitivity.

Risks  [clipart]

By investing in bonds, the Fund may expose you to certain risks that could cause
you to lose  money.  As with  most  bond  funds,  the  value  of  shares  in the
Montgomery Total Return Bond Fund will fluctuate along with interest rates. When
interest  rates rise, a bond's market price  generally  declines.  When interest
rates fall, the bond's price usually increases.  A fund, such as this one, which
invests  most of its assets in bonds,  will  behave  largely  the same way. As a
result,  the Fund is not  appropriate  for investors  whose  primary  investment
objective is absolute principal stability. The Montgomery Total Return Bond Fund
is not a money market fund.

                                     32====

<PAGE>


Past Fund Performance The Montgomery Total Return Bond Fund was launched on June
30, 1997. Fund performance results have not been provided because it has not yet
been in existence for a full calendar year.

Fees & Expenses  [clipart]

<TABLE>
The following  table shows the fees and expenses you may pay if you buy and hold
shares of the Fund.  Montgomery  does not impose any front-end or deferred sales
loads on this fund and does not charge  shareholders  for  exchanging  shares or
reinvesting dividends.

<CAPTION>
Fund Fees and Expenses

<S>                                                                                              <C>  
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee                                                                               0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
    Management Fee                                                                               0.50%
    Distribution/Service (12b-1) Fee                                                             0.00%
    Other Expenses                                                                               0.84%
- --------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                             1.34%
    Fee Waiver and/or Expense Reimbursement                                                      0.05%
Net Expenses                                                                                     1.29%

<FN>
+ Montgomery Asset Management has contractually agreed to reduce its fees and/or
absorb expenses to limit the Fund's total annual operating  expenses  (excluding
interest  and tax  expenses)  to  0.70%.  This  contract  has a  one-year  term,
renewable at the end of each fiscal year.
</FN>
</TABLE>

Example of Fund expenses:  This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual  funds.  The
table below shows what you would pay in expenses  over time,  whether or not you
sold  your  shares at the end of each  period.  It  assumes  a  $10,000  initial
investment,  5% total return each year and no changes in expenses.  This example
is for comparison  purposes only. It does not  necessarily  represent the Fund's
actual expenses or returns.

 1 Year        3 Years       5 Years         10 Years
- -------------------------------------------------------
  $131          $408          $706            $1,551

PORTFOLIO MANAGEMENT [clipart]                         [sidebar]
William Stevens                                        For financial highlights,
For more details see page 46.                          see page 59

                                     33====

<PAGE>


Short Duration Government Bond Fund | MNSGX

Objective

o    Seeks  maximum   total  return   consisting  of  both  income  and  capital
     appreciation,  while striving to preserve  shareholders' initial investment
     (principal) by investing in short-term U.S. government securities.

[Graphic  indicating  Montgomery  Short  Duration  Government  Bond  Fund  has a
potential  risk/reward  profile that is far less than that of the S&P 500.] This
Fund's potential risk/reward relative to other Montgomery Funds

Strategy  [clipart]

The Fund invests at least 65% of its total assets in short-term U.S.  government
securities,  which may include  Treasuries in addition to bonds and notes issued
by government  agencies such as the Federal Home Loan Bank,  Government National
Mortgage   Association  (GNMA  or  "Ginnie  Mae"),   Federal  National  Mortgage
Association (FNMA or "Fannie Mae") and Student Loan Marketing  Association (SLMA
or "Sallie Mae").

The Fund may purchase  bonds of any  maturity,  but  generally  the  portfolio's
overall interest rate sensitivity--effective  duration--is comparable to that of
a three-year U.S. Treasury note. Typically, a lower duration means that the bond
or portfolio has less  sensitivity to interest rates.  The Fund invests in bonds
that the portfolio  manager believes offer attractive yields and are undervalued
relative to issues of similar credit quality and interest rate sensitivity.

Risks  [clipart]

By investing in bonds, the Fund may expose you to certain risks that could cause
you to lose  money.  As with  most  bond  funds,  the  value  of  shares  in the
Montgomery  Short  Duration  Government  Bond Fund  will  fluctuate  along  with
interest  rates.  When  interest  rates rise, a bond's  market  price  generally
declines.  When interest rates fall, the bond's price usually increases.  A fund
such as this one,  which invests most of its assets in bonds will behave largely
the same way.  As a result,  the Fund is not  appropriate  for  investors  whose
primary  investment  objective is absolute principal  stability.  The Montgomery
Short Duration Government Bond Fund is not a money market fund.

                                     34====

<PAGE>


Past Fund  Performance  The chart at the left below shows the risks of investing
in the Fund and how the Fund's  total return has varied from  year-to-year.  The
chart at the right  compares the Fund's  performance  to the most  commonly used
index for its market  segment.  Of course,  past  performance is no guarantee of
future results.

[bar chart]

    1993             1994            1995         1996           1997
- ---------------- -------------- ------------- -------------- -------------
    8.09%            1.13%          11.51%        5.14%          6.97%

<TABLE>
<CAPTION>
Average Annual Returns through 12/31/97

<S>                                                  <C>             <C>                  <C>  
Short Duration Gov't Bond Fund                       6.97%           6.51%                6.56%
Lehman Brothers Gov't. Bond 1-3 Yr. Index                                                                
(calculated from 12/31/98)                           6.65%           5.65%                5.64%
- ---------------------------------------------------------------------------------------------------------
                                                    1 Year          5 Years       Inception (12/18/92)
</TABLE>

During the five-year  period  described above in the bar chart,  the Fund's best
quarter was Q1 1995  (+3.39%) and its worst  quarter was Q1 1994  (-0.23%).  The
Fund's 1998 return through 9/30/98 was +6.75%.

Fees & Expenses  [clipart]

<TABLE>
The following  table shows the fees and expenses you may pay if you buy and hold
shares of the Fund.  Montgomery  does not impose any front-end or deferred sales
loads on this fund and does not charge  shareholders  for  exchanging  shares or
reinvesting dividends.

<CAPTION>
Fund Fees and Expenses

<S>                                                                                              <C>  
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee                                                                               0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
    Management Fee                                                                               0.50%
    Distribution/Service (12b-1) Fee                                                             0.00%
    Other Expenses                                                                               1.23%
- --------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                             1.73%
    Fee Waiver and/or Expense Reimbursement                                                      0.58%
Net Expenses                                                                                     1.15%

<FN>
+ Montgomery Asset Management has contractually agreed to reduce its fees and/or
absorb expenses to limit the Fund's total annual operating  expenses  (excluding
interest  and tax  expenses)  to  0.70%.  This  contract  has a  one-year  term,
renewable at the end of each fiscal year.
</FN>
</TABLE>

Example of Fund expenses:  This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual  funds.  The
table below shows what you would pay in expenses  over time,  whether or not you
sold  your  shares at the end of each  period.  It  assumes  a  $10,000  initial
investment,  5% total return each year and no changes in expenses.  This example
is for comparison  purposes only. It does not  necessarily  represent the Fund's
actual expenses or returns.

 1 Year        3 Years       5 Years         10 Years
- -------------------------------------------------------
  $117          $365          $632            $1,393

PORTFOLIO MANAGEMENT [clipart]                         [sidebar]
William Stevens                                        For financial highlights,
For more details see page 46.                          see page 59

                                     35====

<PAGE>


Government Reserve Fund | MNGXX

Objective

o    Money  Market  Fund:  Seeks to provide  shareholders  with  current  income
     consistent  with  liquidity  and  preservation  of capital by  investing in
     short-term U.S. government securities

[Graphic  indicating   Montgomery   Government  Reserve  Fund  has  a  potential
risk/reward  profile  that is far less than that of the S&P  500.]  This  Fund's
potential risk/reward relative to other Montgomery Funds

Strategy  [clipart]

The Fund invests exclusively in short-term U.S. government securities, which may
include bills, notes and bonds issued by government agencies such as the Federal
Home Loan Bank, Federal National Mortgage Association (FNMA or "Fannie Mae") and
Student Loan Marketing  Association  (SLMA or "Sallie  Mae"),  and in repurchase
agreements for U.S. Government securities and similar money market funds.

The Fund invests in short-term  U.S.  government  securities  that the portfolio
manager believes offer attractive yields and are undervalued  relative to issues
of similar credit quality and interest rate sensitivity.

Risks  [clipart]

Although  the Fund  seeks to  preserve  the value of your  investment  at $1 per
share, it is possible to lose money by investing in this Fund. Also a decline in
short-term  interest  rates would lower the Fund's  yield and the return on your
investment.  An investment in The Montgomery  Government Reserve Fund is neither
insured nor guaranteed by the Federal Deposit  Insurance  Corporation  (FDIC) or
any other government agency.

                                     36====

<PAGE>


Past Fund  Performance  The chart at the left below shows the risks of investing
in the Fund and how the Fund's  total return has varied from  year-to-year.  The
chart at the right  compares the Fund's  performance  to the most  commonly used
index for its market  segment.  Of course,  past  performance is no guarantee of
future results.

[bar chart]

     1993             1994             1995            1996           1997
- ----------------- --------------- -------------- --------------- --------------
    2.83%            3.78%             5.54%           5.04%          5.16%

Call  (800)  572-FUND  [3863]  between 5 A.M.  and 5 P.M.  Pacific  time for the
current yield.

Average Annual Returns through 12/3/97

    5.16%                  4.40%                    5.32%
- ----------------- ------------------------ ----------------------------
  One year            Inception 9/14/92    7-day yield as of 12/31/97

During the five-year  period  described above in the bar chart,  the Fund's best
quarter was Q2 1995 (+1.39%) and its worst  quarters were Q3 & Q4 1993 (+0.68%).
The Fund's 1998 return through 9/30/98 was 3.91%.

Fees & Expenses  [clipart]

<TABLE>
The following  table shows the fees and expenses you may pay if you buy and hold
shares of the Fund.  Montgomery  does not impose any front-end or deferred sales
loads on this fund and does not charge  shareholders  for  exchanging  shares or
reinvesting dividends.

<CAPTION>
Fund Fees and Expenses

<S>                                                                                              <C>  
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee                                                                               0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
    Management Fee                                                                               0.30%
    Distribution/Service (12b-1) Fee                                                             0.00%
    Other Expenses                                                                               0.23%
- --------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                             0.53%
</TABLE>

Example of Fund expenses:  This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual  funds.  The
table below shows what you would pay in expenses  over time,  whether or not you
sold  your  shares at the end of each  period.  It  assumes  a  $10,000  initial
investment,  5% total return each year and no changes in expenses.  This example
is for comparison  purposes only. It does not  necessarily  represent the Fund's
actual expenses or returns.

 1 Year        3 Years       5 Years         10 Years
- -------------------------------------------------------
   $54          $170          $296             $664


PORTFOLIO MANAGEMENT [clipart]                         [sidebar]
William Stevens                                        For financial highlights,
For more details see page 46.                          see page 60

                                     37====

<PAGE>


Federal Tax-Free Money Fund | MFFXX

Objective

o    Money  Market  Fund:  Seeks to provide  shareholders  with  current  income
     consistent  with  liquidity  and  preservation  of capital by  investing in
     short-term municipal bonds

[Graphic  indicating  Montgomery  Federal  Tax-Free  Money Fund has a  potential
risk/reward  profile  that is far less than that of the S&P  500.]  This  Fund's
potential risk/reward relative to other Montgomery Funds

Strategy  [clipart]

The Fund  invests  at least 80% of its net  assets in  short-term,  high-quality
municipal  bonds and notes.  High-quality  bonds are those rated  within the two
highest short-term grades by rating agencies such as Standard & Poor's (at least
AA),  Moody's (at least Aa) or Fitch (at least AA).  The Fund may also invest in
unrated bonds that the portfolio manager believes are comparable to high-quality
bonds and notes.

The Fund  invests  in  short-term  municipal  bonds that the  portfolio  manager
believes  offer  attractive  yields and are  undervalued  relative  to issues of
similar  credit  quality and interest rate  sensitivity.  The portfolio  manager
strives to diversify the portfolio across bonds from several  different  states,
sectors and issuers.

Risks  [clipart]

Although  the Fund  seeks to  preserve  the value of your  investment  at $1 per
share,  it is possible to lose money by investing in this Fund.  Also, a decline
in short-term interest rates would lower the Fund's yield and the return on your
investment.  An investment in the Montgomery  Federal Tax-Free Money Fund is not
insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any
other government  agency.  The Fund's objective is to provide income exempt from
federal income taxes,  but some of its income may be subject to the  alternative
minimum tax.

                                     38====

<PAGE>


Past Fund  Performance  The chart at the left below shows the risks of investing
in the Fund and how the Fund's  total return has varied from  year-to-year.  The
chart at the right  compares the Fund's  performance  to the most  commonly used
index for its market  segment.  Of course,  past  performance is no guarantee of
future results.

[bar chart]

      1997
- -------------------
      3.18%


      3.18%                      3.32%                       3.47%
- ------------------- ------------------------------ --------------------------
     One year             Inception 9/14/92        7-day yield as of 12/31/97

During the one-year  period  described  above in the bar chart,  the Fund's best
quarter was Q2 1997  (+0.81%) and its worst  quarter was Q1 1997  (+0.75%).  The
Fund's 1998 return through 9/30/98 was +2.29%.

[sidebar] Call (800) 572-FUND [3863] between 6 a.m. and 5 p.m.  PACIFIC TIME for
the current yield.

Fees & Expenses  [clipart]

<TABLE>
The following  table shows the fees and expenses you may pay if you buy and hold
shares of the Fund.  Montgomery  does not impose any front-end or deferred sales
loads on this fund and does not charge  shareholders  for  exchanging  shares or
reinvesting dividends.

<CAPTION>
Fund Fees and Expenses

<S>                                                                                              <C>  
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee                                                                               0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
    Management Fee                                                                               0.40%
    Distribution/Service (12b-1) Fee                                                             0.00%
    Other Expenses                                                                               0.41%
- --------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                             0.81%
    Fee Waiver and/or Expense Reimbursement                                                      0.21%
Net Expenses                                                                                     0.60%

<FN>
+ Montgomery Asset Management has contractually agreed to reduce its fees and/or
absorb expenses to limit the Fund's total annual operating  expenses  (excluding
interest  and tax  expenses)  to  0.60%.  This  contract  has a  one-year  term,
renewable at the end of each fiscal year.
</FN>
</TABLE>

Example of Fund expenses:  This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual  funds.  The
table below shows what you would pay in expenses  over time,  whether or not you
sold  your  shares at the end of each  period.  It  assumes  a  $10,000  initial
investment,  5% total return each year and no changes in expenses.  This example
is for comparison  purposes only. It does not  necessarily  represent the Fund's
actual expenses or returns.

 1 Year        3 Years       5 Years         10 Years
- -------------------------------------------------------
   $61          $192          $334             $749


PORTFOLIO MANAGEMENT [clipart]                         [sidebar]
William Stevens                                        For financial highlights,
For more details see page 46.                          see page 60

                                     39====

<PAGE>


California Tax-Free Intermediate Bond Fund | MNCTX

Objective

o    Seeks to provide  shareholders  with maximum income exempt from federal and
     California  state  personal  income  taxes,   while  striving  to  preserve
     shareholders'    initial    investment    (principal)   by   investing   in
     intermediate-maturity California municipal bonds

[Graphic indicating  Montgomery California Tax-Free Intermediate Bond Fund has a
potential  risk/reward profile that is much less than that of the S&P 500.] This
Fund's potential risk/reward relative to other Montgomery Funds

Strategy  [clipart]

The  Fund  invests  at  least  80%  of  its  net  assets  in  intermediate-term,
high-quality  California  municipal  bonds.  High-quality  bonds are those rated
within the four highest grades by rating  agencies such as Standard & Poor's (at
least BBB),  Moody's  (at least Baa) or Fitch (at least BBB).  From time to time
the Fund may also invest in unrated  bonds that the portfolio  manager  believes
are comparable to investment-grade securities.

The Fund may purchase  bonds of any  maturity,  but  generally  the  portfolio's
average dollar-weighted maturity ranges from 5 to 10 years. The Fund's portfolio
managers invest in California  municipal bonds that offer attractive  yields and
are considered to be  under-valued  relative to issues of similar credit quality
and interest  rate  sensitivity.  Although the Fund  concentrates  its assets in
California  municipal  bonds,  the  portfolio  manager  strives to diversify the
portfolio across sectors and issuers within that market.

Risks  [clipart]

By investing in bonds, the Fund may expose you to certain risks that could cause
you to lose  money.  As with  most  bond  funds,  the  value  of  shares  in the
Montgomery  California Tax-Free Intermediate Bond Fund will fluctuate along with
interest  rates.  When  interest  rates rise, a bond's  market  price  generally
declines.  When interest  rates fall, a bond's price usually  increases.  A fund
such as this one, which invests most of its assets in bonds, will behave largely
the same way.  As a result,  the Fund is not  appropriate  for  investors  whose
primary  investment  objective is absolute principal  stability.  The Montgomery
California Tax-Free Intermediate Bond Fund is not a money market fund.

The Fund's  concentration in California  municipal bonds may expose shareholders
to  additional  risks.  In  particular,  the  Fund  will  be  vulnerable  to any
development in California's economy that may weaken or jeopardize the ability of
California  municipal-bond issuers to pay interest and principal on their bonds.
As a result,  the Fund's shares may fluctuate more widely in value than those of
a fund  investing in  municipal  bonds from a number of  different  states.  The
Fund's  objective is to provide income exempt from federal and California  state
personal income taxes,  but some of its income may be subject to the alternative
minimum tax.

                                     40====

<PAGE>


Past Fund  Performance  The chart at the left below shows the risks of investing
in the Fund and how the Fund's  total return has varied from  year-to-year.  The
chart at the right  compares the Fund's  performance  to the most  commonly used
index for its market  segment.  Of course,  past  performance is no guarantee of
future results.

[bar chart]

      1994               1995             1996              1997
- ------------------- ----------------- ---------------- -----------------
      0.05%              11.41%            4.51%            7.50%

<TABLE>
<CAPTION>
Average Annual Returns through 12/31/97

<S>                                                              <C>               <C>  
CA Tax-Free Intermediate Bond Fund                               7.50%             5.67%
Merrill Lynch CA Municipal Intermediate Bond Index               6.55%             4.73%*
- -------------------------------------------------------------------------------------------------
<FN>
*calculated from 6/30/93                                         1 Year     Inception (7/1/93)
</FN>
</TABLE>


During the four-year  period  described above in the bar chart,  the Fund's best
quarter was Q1 1995  (+3.37%) and its worst  quarter was Q1 1994  (-1.43%).  The
Fund's 1998 return through 9/30/98 was 5.66%.

Fees & Expenses  [clipart]

<TABLE>
The following  table shows the fees and expenses you may pay if you buy and hold
shares of the Fund.  Montgomery  does not impose any front-end or deferred sales
loads on this fund and does not charge  shareholders  for  exchanging  shares or
reinvesting dividends.

<CAPTION>
Fund Fees and Expenses

<S>                                                                                              <C>  
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee                                                                               0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
    Management Fee                                                                               0.50%
    Distribution/Service (12b-1) Fee                                                             0.00%
    Other Expenses                                                                               0.69%
- --------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                             1.19%
    Fee Waiver and/or Expense Reimbursement                                                      0.49%
Net Expenses                                                                                     0.70%

<FN>
+ Montgomery Asset Management has contractually agreed to reduce its fees and/or
absorb expenses to limit the Fund's total annual operating  expenses  (excluding
interest  and tax  expenses)  to  0.70%.  This  contract  has a  one-year  term,
renewable  at the end of each  fiscal  year.  The actual  expenses  for the Fund
(after reimbursement including interest and tax expenses) were 0.69%.
</FN>
</TABLE>

Example of Fund expenses:  This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual  funds.  The
table below shows what you would pay in expenses  over time,  whether or not you
sold  your  shares at the end of each  period.  It  assumes  a  $10,000  initial
investment,  5% total return each year and no changes in expenses.  This example
is for comparison  purposes only. It does not  necessarily  represent the Fund's
actual expenses or returns.

 1 Year        3 Years       5 Years         10 Years
- -------------------------------------------------------
   $71          $223          $389             $869

PORTFOLIO MANAGEMENT [clipart]                         [sidebar]
William Stevens                                        For financial highlights,
For more details see page 46.                          see page 61

                                     41====

<PAGE>


California Tax-Free Money Fund | MCFXX

Objective

o    Money Market Fund: Seeks to provide shareholders with current income exempt
     from federal income taxes  consistent  with liquidity and  preservation  of
     capital by investing in short-term California municipal bonds

[Graphic  indicating  Montgomery  California Tax-Free Money Fund has a potential
risk/reward  profile  that is far less than that of the S&P  500.]  This  Fund's
potential risk/reward relative to other Montgomery Funds

Strategy  [clipart]

The Fund  invests  at least 80% of its net  assets in  short-term,  high-quality
municipal  bonds  and  notes,  and at  least  65% of its  total  assets  in debt
securities,  the  interest  from which is expected to be exempt from  California
personal income taxes. High quality bonds are those rated within the two highest
grades by rating  agencies such as Standard & Poor's (at least AA),  Moody's (at
least Aa) or Fitch (at least AA).  From time to time the Fund may also invest in
unrated bonds that the portfolio manager believes are comparable to high-quality
bonds and notes.

The Fund focuses its investments in short-term  California  municipal bonds that
offer attractive yields and are considered to be undervalued  relative to issues
of similar  credit  quality and  interest  rate  sensitivity.  Although the Fund
concentrates its assets in California  municipal  bonds,  its portfolio  manager
strives to  diversify  the  portfolio  across  sectors and  issuers  within that
market.

Risks  [clipart]

Although  the Fund  seeks to  preserve  the value of your  investment  at $1 per
share,  it is  possible  to lose  money  by  investing  in this  Fund.  Also,  a
short-term  decline in interest  rates may lower the Fund's yield and the return
on your investment.  An investment in The Montgomery  California  Tax-Free Money
Fund is not insured or guaranteed by the Federal Deposit  Insurance  Corporation
(FDIC) or any other government agency.

The Fund's  concentration in California  municipal bonds may expose shareholders
to  additional  risks.  In  particular,  the  Fund  will  be  vulnerable  to any
development in California's economy that may weaken or jeopardize the ability of
California  municipal-bond issuers to pay interest and principal on their bonds.
Although  the Fund's  objective  is to provide  income  exempt from  federal and
California State personal income taxes, some of its income may be subject to the
alternative minimum tax.

                                     42====

<PAGE>


Past Fund  Performance  The chart at the left below shows the risks of investing
in the Fund and how the Fund's  total return has varied from  year-to-year.  The
chart at the right shows the Fund's  seven-day yield as of 12/31/97.  Yield will
fluctuate.

[bar chart]

       1995               1996             1997
- ------------------- ----------------- ----------------
      3.36%              2.90%             3.03%

Call (800)  572-FUND  [3863]  between 5 A.M..  AND 5 P.M.  Pacific  time for the
current yield.

       3.03%                     3.14%                      3.39%
- --------------------- ------------------------- --------------------------------
      One year            Inception 9/14/92        7-day yield as of 12/31/97

During the three-year  period  described above in the bar chart, the Fund's best
quarter was Q1 1995  (+0.87%) and its worst  quarter was Q1 1996  (+0.69%).  The
Fund's 1998 return through 9/30/98 was +2.17%.

Fees & Expenses  [clipart]

<TABLE>
The following  table shows the fees and expenses you may pay if you buy and hold
shares of the Fund.  Montgomery  does not impose any front-end or deferred sales
loads on this Fund and does not charge  shareholders  for  exchanging  shares or
reinvesting dividends.

<CAPTION>
Fund Fees and Expenses

<S>                                                                                              <C>  
Shareholder Fees (fees paid directly from your investment)
    Redemption Fee                                                                               0.00%
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)+
    Management Fee                                                                               0.40%
    Distribution/Service (12b-1) Fee                                                             0.00%
Other Expenses                                                                                   0.28%
- --------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                                                             0.68%
    Fee Waiver and/or Expense Reimbursement                                                      0.08%
Net Expenses                                                                                     0.60%

<FN>
+ Montgomery Asset Management has contractually agreed to reduce its fees and/or
absorb expenses to limit the Fund's total annual operating  expenses  (excluding
interest  and tax  expenses)  to  0.60%.  This  contract  has a  one-year  term,
renewable  at the end of each  fiscal  year.  The actual  expenses  for the Fund
(after reimbursement including interest and tax expenses) were 0.58%.
</FN>
</TABLE>

Example of Fund expenses:  This example is intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual  funds.  The
table below shows what you would pay in expenses  over time,  whether or not you
sold  your  shares at the end of each  period.  It  assumes  a  $10,000  initial
investment,  5% total return each year and no changes in expenses.  This example
is for comparison  purposes only. It does not  necessarily  represent the Fund's
actual expenses or returns.

 1 Year        3 Years       5 Years         10 Years
- --------------------------------------------------------
   $61          $192          $334             $749


PORTFOLIO MANAGEMENT [clipart]                         [sidebar]
William Stevens                                        For financial highlights,
For more details see page 46.                          see page 61

                                     43====

<PAGE>


PORTFOLIO MANAGEMENT

The investment  manager of the Montgomery Funds is Montgomery Asset  Management,
LLC. Founded in 1990, Montgomery Asset Management is a subsidiary of Commerzbank
AG, one of the largest publicly held commercial banks in Germany. As of June 30,
1998,  Montgomery Asset Management managed  approximately $5.5 billion on behalf
of some 300,000 investors in The Montgomery Funds.

U.S. Equity Funds

[photo] ROGER HONOUR,  senior portfolio  manager of the Montgomery Growth (since
1993),  Small Cap  Opportunities  (since  1995) and U.S.  Emerging  Growth Funds
(since 1994).  Prior to joining Montgomery in June 1993, Roger Honour was a vice
president and portfolio  manager at Twentieth  Century Investors in Kansas City,
Missouri.  From 1990 to 1992, he served as vice president and portfolio  manager
at Alliance Capital Management.

[photo]  BRADFORD  KIDWELL,  portfolio  manager of the Montgomery Small Cap Fund
(since 1991). Prior to joining Montgomery in 1991, Bradford Kidwell was the sole
general partner and portfolio manager of Oasis Financial Partners.  From 1987 to
1989, he covered the savings and loan industry for Dean Witter Reynolds.

[photo]  WILLIAM KING, CFA, senior  portfolio  manager of the Montgomery  Equity
Income Fund (since 1994).  Before joining  Montgomery in 1994,  Bill King gained
analytical  and portfolio  management  experience  at Merus Capital  Management.
Previously, he was a financial analyst/manager for SEI and a division controller
and financial analyst for Kaiser Aluminum and Kaiser Industries.

[photo] KATHRYN PETERS,  portfolio manager of the Montgomery Growth Funds (since
1995),  Small Cap  Opportunities  (since  1995) and U.S.  Emerging  Growth Funds
(since 1996). Kathy Peters joined Montgomery in 1995. From 1992 to 1995, she was
an associate in the investment banking division of Donaldson,  Lufkin & Jenrette
in New York.  Prior to that she analyzed  mezzanine  investments for Barclays de
Zoete Wedd.

[photo] JEROME "CAM" PHILPOTT,  CFA,  portfolio  manager of the Montgomery Small
Cap Fund (since 1991).  Before  joining  Montgomery in 1991,  Cam Philpott was a
securities analyst with Boettcher & Company in Denver.

[photo] ANDREW PRATT,  CFA,  portfolio  manager of the Montgomery  Growth (since
1993),  Small Cap  Opportunities  (since 1995),  and U.S.  Emerging Growth Funds
(since  1994).  Andrew  Pratt  joined  Montgomery  in 1993 from  Hewlett-Packard
Company,  where,  as an equity  analyst,  he managed a  portfolio  of  small-cap
technology  companies  and  researched  private  placement  and venture  capital
investments.

                                     44====

<PAGE>


[photo] STUART ROBERTS,  senior  portfolio  manager of the Montgomery  Small Cap
Fund (since 1990).  Stuart Roberts has specialized in small-cap  investing since
1993.  Prior to joining  Montgomery  in 1990,  he was a  portfolio  manager  and
analyst  at  Founders  Asset  Management  in  Denver,  where  he  managed  three
growth-oriented mutual funds.

International and Global Equity Funds

[photo]  JOHN  BOICH,   CFA,   senior   portfolio   manager  of  the  Montgomery
International  Growth  (since  1995),  International  Small Cap (since 1993) and
Global  Opportunities  Funds (since 1993). John Boich joined Montgomery in 1993.
From 1990 to 1993, John Boich was a vice president and portfolio  manager at The
Boston  Company  Institutional  Investors,  Inc.  From  1989  to  1990,  he  was
co-founder  and  co-manager  of The Common  Goal  World  Fund,  a global  equity
partnership.

[photo]  OSCAR  CASTRO,   CFA,  senior  portfolio   manager  of  the  Montgomery
International  Growth (since 1995), Global Opportunities (since 1993) and Global
Communications  Funds (since 1993). Oscar Castro joined Montgomery in 1993. From
1991 to 1993 he was a vice  president  and  portfolio  manager  at G.T.  Capital
Management,  Inc. From 1989 to 1990,  he was  co-founder  and  co-manager of The
Common Goal World Fund, a global equity partnership.

[photo] FRANK CHIANG,  portfolio manager of the Montgomery  Emerging Asia (since
1996) and Emerging Markets Funds (since 1996). Frank Chiang joined Montgomery in
1996. From 1993 to 1996, he was a portfolio manager and managing director at TCW
Asia Ltd. in Hong Kong.  Prior to that he was  associate  director and portfolio
manager at Wardley Investment Services, Hong Kong.

[photo] JESUS ISIDORO DUARTE,  portfolio manager of the Montgomery Latin America
(since  1997)  and  Emerging  Markets  Funds  (since  1997).  Prior  to  joining
Montgomery in 1997, Jesus Duarte was a director and vice president at Latinvest,
where he was  responsible  for research and portfolio  management for the firm's
Latin American funds.  Previous to Latinvest,  Mr. Duarte worked at W.I. Carr in
Tokyo as a securities analyst of Japanese equities.

                                     45====

<PAGE>


[photo]  JOSE DE GUSMAO  FIUZA,  portfolio  manager of the  Montgomery  Emerging
Markets  Fund  (since  1996).  Jose Fiuza  began his  investment  career in 1987
covering the Portuguese market at Banco Portugues do Atlantico. He then moved to
Banco   Espirito   Santo,   Schroder   Securities   (as  manager)  and  Carnegie
International (as managing director). Mr. Fiuza joined Montgomery in 1995.

[photo]  JOSEPHINE  JIMENEZ,  CFA,  senior  portfolio  manager of the Montgomery
Emerging  Markets Fund (since  1992).  Before  joining the  Montgomery  in 1991,
Josephine  Jimenez worked at Emerging Markets Investors  Corp./Emerging  Markets
Management in Washington,  D.C., as a senior analyst and portfolio manager.  The
research and analysis methods she helped  develop--including a proprietary stock
valuation  model for  hyperinflationary  economies--are  the  foundation  of her
investment strategy.

[photo]  STUART  PATTERSON  QUINT,  CFA,  portfolio  manager  of the  Montgomery
Emerging Markets Fund (since 1997).  Stuart Quint joined Montgomery from Sanford
C. Bernstein & Company, where he was a research associate for the U.S. financial
services industry.

[photo] BRYAN SUDWEEKS,  PH.D.,  CFA, senior portfolio manager of the Montgomery
Emerging  Markets Fund (since 1992).  Before joining  Montgomery in 1991,  Bryan
Sudweeks  was a  senior  analyst  and  portfolio  manager  at  Emerging  Markets
Investors Corp./Emerging Markets Management in Washington, D.C. Prior to that he
was a professor of  international  finance and investments at George  Washington
University.

Multi-Strategy Funds

[photo] KEVIN HAMILTON,  CFA, chair of Montgomery Asset Management's  Investment
Oversight  Committee.  Kevin  Hamilton  coordinates  and oversees the investment
decisions of  Montgomery's  portfolio  management  teams.  He is responsible for
allocating  assets  among the  underlying  funds of the  Montgomery  U.S.  Asset
Allocation  Fund (since 1994) and also has  oversight  responsibilities  for the
Montgomery  Select 50 Fund  (since  1995).  Prior to  joining  Montgomery  Asset
Management  in 1991, he was a senior vice  president  and  portfolio  manager at
Analytic Investment Management.

U.S. Fixed-Income and Money Market Funds

[photo] WILLIAM STEVENS, senior portfolio manager of the Montgomery Fixed-Income
Funds (since 1992).  Prior to joining Montgomery in 1992, Bill Stevens worked at
Barclays de Zoete Wedd Securities,  where he started its collateralized mortgage
obligation (CMO) and  asset-backed  securities  trading.  From 1990 to 1991, Mr.
Stevens traded stripped mortgage securities and  mortgage-related  interest rate
swaps for the First Boston Company.

                                     46====

<PAGE>


Management Fees

The  table  below  shows  the  management  fee  rate  paid to  Montgomery  Asset
Management over the last fiscal year.

FUND                                                                 ANNUAL RATE
- --------------------------------------------------------------------------------
U.S. Equity Funds
     Montgomery Growth Fund                                             0.91%
     Montgomery Small Cap Opportunities Fund                            1.10%
     Montgomery Small Cap Fund (closed to new investors)                1.00%
     Montgomery U.S. Emerging Growth Fund                               1.33%
     Montgomery Equity Income Fund                                      0.39%

International and Global Equity Funds
     Montgomery International Growth Fund                               1.06%
     Montgomery International Small Cap Fund                            1.29%
     Montgomery Global Opportunities Fund                               1.26%
     Montgomery Global Communications Fund                              1.33%
     Montgomery Emerging Markets Fund                                   1.06%
     Montgomery Emerging Asia Fund                                      1.12%
     Montgomery Latin America Fund                                      0.00%

Multi-Strategy Funds
     Montgomery Select 50 Fund                                          1.29%
     Montgomery U.S. Asset Allocation Fund                              0.00%

U.S. Fixed-Income and Money Market Funds
     Montgomery Total Return Bond Fund                                  0.45%
     Montgomery Short Duration Government Bond Fund                     0.00%
     Montgomery Government Reserve Fund                                 0.33%
     Montgomery Federal Tax-Free Money Fund                             0.42%
     Montgomery California Tax-Free Intermediate Bond Fund              0.31%
     Montgomery California Tax-Free Money Fund                          0.41%

                                     47====

<PAGE>


Additional Investment Strategies and Related Risks

Montgomery Latin America Fund

Because of its geographic  concentration in Latin American countries,  the Latin
American Fund is exposed to certain risks that have been  associated  with these
markets.   For  example,   most  of  the  region's  economies  have  experienced
considerable  difficulties  in the past decade,  such as extremely high rates of
inflation.  This problem,  coupled with rapid fluctuation in interest rates, has
had negative  effects on the economics and  securities  markets of several Latin
American countries and may continue to do so in the future.

In addition,  certain Latin  American  countries  are among the world's  largest
debtors to commercial  banks and foreign  governments.  In the past,  some Latin
American  governments  defaulted on their bonds.  Should the  portfolio  manager
choose to invest in these bonds, the Fund may be requested to participate in the
rescheduling of such debt and to extend further loans to governmental  entities.
If a Latin American  government or other issuer  defaults on this debt, the Fund
might not be able to collect its  outstanding  principal or interest  because of
Latin America's weak creditors' protection laws.

Despite a trend in Latin America toward less government involvement in business,
several  governments in the region  continue to exercise  substantial  influence
over  commerce.  In a few cases,  the  government  still owns or  controls  many
companies,  including  some of the largest  enterprises  in the country.  Future
government   intervention  could  have  a  negative  impact  on  Latin  American
economies, stock markets and, ultimately, the Fund.

Due to the  risks  associated  with  these  markets,  the Latin  America  Fund's
portfolio  manager limits its investment in any one Latin American country to 10
times that country's weighting in a broad-based Latin America stock index. These
weightings  reflect each stock market's total value (market  capitalization)  in
U.S. dollar terms. The larger a country's market capitalization,  the larger its
weighting in the index.  As of June 30, 1998, the market  capitalization  of the
top five Latin America markets was as follows:

     Country                          Market Capitalization (in US$ millions)
     ------------------------------------------------------------------------
     Brazil                                                    $      143,334
     Mexico                                                    $       96,075
     Chile                                                     $       39,798
     Argentina                                                 $       47,675
     Venezuela                                                 $        4,015

     Source: Datastream Note: Because Latin American stock markets are volatile,
     the  market   capitalizations   shown  above  can  change   frequently  and
     dramatically.

                                     48====

<PAGE>


Investors  should note the  particular  risks of investing in Brazil and Mexico,
because  the Fund may  place,  respectively,  up to 75% and 67% of its assets in
these  countries.  In the past Brazil's  government  exerted  control in foreign
investment in the country's stock market and may again do so in the future.  The
Fund may also be unable to readily exchange  Brazilian currency (reals) for U.S.
dollars,  which could make it more difficult for the portfolio manager to sell a
security at an opportune time. Although Brazil's stock market is Latin America's
largest (in terms of market capitalization), quite a few of its securities trade
infrequently and/or in low volumes.

The Fund's  investments in Mexican  securities also involve certain risks. As in
other Latin American countries,  the Mexican government exerted control over the
Mexican  economy  in  the  past.  If  the  government  again  intervenes  in the
economy--especially  by  exercising  control  over  state-owned  enterprises-the
Mexican stock market could decline dramatically.

The Euro: Single European Currency

On January 1, 1999, the European Union will introduce a single European currency
called the "euro." The first group of countries that will begin to convert their
currencies to the euro includes  Austria,  Belgium,  Finland,  France,  Germany,
Ireland,   Italy,   Luxembourg,   the  Netherlands,   Portugal  and  Spain.  The
introduction of the euro causes three primary uncertainties:

o    Will the  payment  and  operational  systems  of banks and other  financial
     institutions  be ready by the  scheduled  launch date?

o    After  January  1, 1999,  what are the legal  implications  of  outstanding
     financial  contracts  that refer to  currencies  that were  replaced by the
     euro?

o    How will suitable  clearing and settlement  payment systems for the euro be
     developed?

These, and other factors (including  political and economic risks),  could cause
market  disruptions  before or after the introduction of the euro. We understand
that our key service providers are taking steps to address  euro-related  issues
but they have not provided any guarantees.

Defensive Investments

At the discretion of its portfolio  manager(s),  each Montgomery Fund may invest
up to 100% of its  assets  in cash for  temporary  defensive  purposes.  Such as
stance may help a Fund minimize or avoid losses during adverse market,  economic
or  political  conditions.  During  such a period,  a Fund may not  achieve  its
investment objective. For example, should the market advance during this period,
a Fund may not  participate  as much as it would  have if it had been more fully
invested.

                                     49====

<PAGE>


Portfolio Turnover

The  Fund's  portfolio  managers  will sell a security  when they  believe it is
appropriate  to do so,  regardless  of how long a Fund has owned that  security.
Buying and selling securities generally involves some expense to a Fund, such as
commission paid to brokers and other transaction costs. By selling a security, a
Fund may realize taxable capital gains that it will  subsequently  distribute to
shareholders. Generally speaking, the higher a Fund's annual portfolio turnover,
the greater its  brokerage  costs and the  greater the  likelihood  that it will
realize taxable capital gains.  Increased brokerage costs may adversely affect a
Fund's  performance.  Also, unless you are a tax-exempt investor or you purchase
shares  through  a  tax-exempt   investor  or  you  purchase  shares  through  a
tax-deferred  account,  the  distribution  of  capital  gains  may  affect  your
after-tax return.  Annual portfolio turnover of 100% or more is considered high.
The following  Montgomery Funds that invest in stocks will typically have annual
turnover in excess of that rate because of their portfolio managers'  investment
style:  Growth,  Small Cap Opportunities,  International  Growth,  International
Small Cap, Global  Opportunities,  Emerging Asia, Latin America,  Select 50, and
U.S. Asset  Allocation.  See "Financial  Highlights,"  beginning on page 52, for
each Fund's historical portfolio turnover.

The Year 2000

Montgomery  and our service  providers  depend on the smooth  functioning of our
computer  systems.  Unfortunately,  because  of the way  dates are  encoded  and
calculated,  many computer  systems in use today cannot recognize the year 2000,
but revert to 1900 or another incorrect date. A computer failure due to the year
2000 problem could negatively impact the handling of securities trades,  pricing
and account services.

Our software  vendors and service  providers  have assured us that their systems
will be adapted in sufficient  time to avoid serious  problems.  There can be no
guarantee,  however, that all of these computer systems will be adapted in time.
We do not expect year 2000  conversion  costs to be  substantial  for the Funds,
because  those  costs are borne by our vendors  and  service  providers  and not
directly by the Funds.  Furthermore,  brokers and other intermediaries that hold
shareholder accounts may still experience  incompatibility  problems. It is also
important  to keep in mind that year  2000  issues  may  negatively  impact  the
companies  in which the Funds  invest and by  extension  the value of the shares
held in The  Montgomery  Funds.  We are in the  process  of  putting  in place a
contingency plan to evaluate other vendors and service providers if the existing
vendors and service providers fail to adequately adapt their systems in a timely
manner.

                                     50====

<PAGE>


Alternative Structures

In the future  each Fund has  reserved  the right,  if  approved by the Board of
Directors,  to convert to a "Master/Feeder"  structure.  In this structure,  the
assets of mutual funds with common investment  objectives and similar parameters
are combined into a pool, rather than being managed  separately.  The individual
funds are know as "feeder"  funds and the pool as the  "master"  fund.  Although
combining assets in the way allows for economies of scale and other  advantages,
this  change  will  not  affect  the  investment  objectives,   philosophies  or
disciplines  currently employed by The Montgomery Funds. You would receive prior
notice  before we took any such action.  As of the date of this  prospectus,  we
have not proposed instituting  alternative  structures for any of The Montgomery
Funds.

                                     51====

<PAGE>


FINANCIAL HIGHLIGHTS

<TABLE>
The following  selected  per-share data and ratios for the period ended June 30,
1998, were audited by PricewaterhouseCoopers  LLP. Their August 14, 1998, report
appears in the 1998  Annual  Report of the Funds.  Information  for the  periods
ended June 30, 1991,  through June 30,  1997,  was audited by other  independent
accountants. Their report is not included here.

<CAPTION>
[table]
- ---------------------------------------------------------------------------------------------------------
U.S. Equity Funds
- ---------------------------------------------------------------------------------------------------------
                                                                    Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------------
SELECTED PER-SHARE DATA FOR                        1998##     1997##     1996       1995      1994(a)
THE YEAR OR PERIOD ENDED JUNE 30:
<S>                                                <C>               <C>               <C>             <C>             <C>        
Net Asset Value - Beginning of Year                $       23.07     $       21.94     $     19.16     $     15.27     $     12.00
Net investment income/(loss)                                0.17              0.15            0.17            0.12            0.04
Net realized and unrealized gain/(loss) on
investments                                                 3.51              3.90            4.32            3.91            3.31++
Net increase/(decrease) in net assets
   resulting from investment operations                     3.68              4.05            4.49            4.03            3.35
Distributions:
Dividends from net investment income                       (0.15)            (0.15)          (0.17)          (0.07)          (0.01)
Distribution from net realized capital gains               (2.92)            (2.77)          (1.54)          (0.07)            --
Distribution in excess of net realized
capital gains                                                --                --              --              --            (0.07)
Total Distributions                                        (3.07)            (2.92)          (1.71)          (0.14)          (0.08)
Net Asset Value - End of Year                      $       23.68     $       23.07     $     21.94     $     19.16     $     15.27
Total Return**                                             17.31%            20.44%          24.85%          26.53%          27.98%
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets/
Supplemental Data
Net assets, end of year (in 000's)                 $   1,382,874     $   1,137,343     $   926,382     $   878,776     $   149,103
Ratio of net investment income/(loss) to
   average net assets                                       0.71%             0.69%           0.78%           0.98%           1.09%+
Net investment income/(loss) before deferral
   of fees by Manager                              $        0.17               --              --              --      $      0.03
Portfolio turnover rate                                    53.68%            61.10%         118.14%         128.36%         110.65%
Expense ratio before deferral of fees by
   Manager, including interest and tax expense              1.20%              --              --              --             1.79%+
Expense ratio including interest and tax
  expense                                                   1.20%             1.27%           1.35%           1.50%           1.49%+
Expense ratio excluding interest and tax
  expense                                                   1.19%              --              --              --              --
- ------------------------------------------------------------------------------------------------------------------------------------

<FN>
**  Total return represents aggregate total for the periods indicated.
+   Annualized.
++  The amount shown here for each share  outstanding  throughout the period may
    not agree with the net realized and  unrealized  gain/(loss)  for the period
    due to the timing of purchases  and  withdrawal of shares in relation to the
    fluctuating market values of the portfolio.
#   Amount represents less than $0.01 per share.
##  Per-share numbers have been calculated using the average share method, which
    more appropriately  represents the per-share data for the period, as the use
    of the  undistributed  income  method  did not  accord  with the  results of
    operations.
</FN>
</TABLE>

                                     52====

<PAGE>


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
U.S. Equity Funds
- ----------------------------------------------------------------------------------------------
                                                       Small Cap Opportunities Fund
- ----------------------------------------------------------------------------------------------
SELECTED PER-SHARE DATA FOR                            1998##           1997           1996(b)##
THE YEAR OR PERIOD ENDED JUNE 30:
<S>                                               <C>              <C>               <C>   
Net Asset Value - Beginning of Year               $     17.53      $    15.80       $   12.00
Net investment income/(loss)                            (0.20)          (0.13)           0.02
Net realized and unrealized gain/(loss) on
  investments                                            2.25            1.86            3.78++
Net increase/(decrease) in net assets                    2.05            1.73            3.80
   resulting from investment operations
Distributions:
Dividends from net investment income                      --            (0.00)#           --
Distribution from net realized capital gains            (0.42)            --              --
Distribution in excess of net realized
  capital gains                                           --              --              --
Total Distributions                                     (0.42)          (0.00)#           --
Net Asset Value - End of Year                     $     19.16      $    17.53       $   15.80
Total Return**                                          11.86%          10.97%          31.67%
- -------------------------------------------------------------------------------------------------
Ratios To Average Net Assets/
Supplemental Data
Net assets, end of year (in 000's)                $   201,738      $  226,318       $ 136,140
Ratio of net investment income/(loss) to
   average net assets                                   (1.05)%         (0.86)%          0.23%+
Net investment income/(loss) before
  deferral of fees by Manager                     $     (0.26)     $    (0.16)      $   (0.04)
Portfolio turnover rate                                 82.47%         154.50%          81.29%
Expense ratio before deferral of fees by
   Manager, including interest and tax
     expense                                             1.78%           1.75%           2.16%+
Expense ratio including interest and tax
  expense                                                1.50%           1.50%           1.50%+
Expense ratio excluding interest and tax
  expense                                                1.50%            --              --
- -------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
U.S. Equity Funds
- --------------------------------------------------------------------------------------------------------------------------------
                                                                             Small Cap Fund
- --------------------------------------------------------------------------------------------------------------------------------
SELECTED PER-SHARE DATA FOR                1998##     1997      1996     1995     1994      1993      1992      1991      1991(c)
THE YEAR OR PERIOD ENDED JUNE 30:
<S>                                        <C>       <C>       <C>      <C>      <C>       <C>       <C>       <C>       <C>   
Net Asset Value - Beginning of Year        $19.52    $21.55    $17.11   $15.15   $16.83    $12.90    $13.24    $10.05    $10.62
Net investment income/(loss)                (0.15)    (0.18)    (0.09)   (0.10)   (0.12)    (0.11)    (0.06)    (0.06)    (0.07)
Net realized and unrealized gain/(loss)                                                                                         
  on investments.                            4.33      1.43      6.31     3.04    (0.47)     4.04      3.25      3.27      2.71
Net increase/(decrease) in net assets
   resulting from investment operations      4.18      1.25      6.22     2.94    (0.59)     3.93      3.19      3.21     |2.64
Distributions:
Dividends from net investment income         --         --        --       --       --        --        --        --        --
Distribution from net realized capital
  gains                                     (2.97)    (3.28)    (1.78)   (0.98)   (1.09)      --      (2.75)    (0.02)    (0.02)
Distribution in excess of net realized
  capital gains                              --         --        --       --       --        --      (0.78)      --        --
Total Distributions                         (2.97)    (3.28)    (1.78)   (0.98)   (1.09)      --      (3.53)    (0.02)    (0.02)
Net Asset Value - End of Year              $20.73    $19.52    $21.55   $17.11   $15.15    $16.83    $12.90    $13.24    $13.24
Total Return**                              23.23%     6.81%    39.28%   20.12%   (1.59)%   30.47%    27.69%    31.97%    24.89%

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


<PAGE>



- --------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets/
Supplemental Data:
Net assets, end of year
  (in 000's)                     $203,437    $198,298    $275,062  $202,399  $209,063  $219,968  $176,588   $27,181   $27,181
Ratio of net investment
  income/(loss) to average
  net assets                        (0.70)%     (0.78)%     (0.47)%   (0.57)%   (0.68)%   (0.69)%   (0.44)%   (0.47)%   (0.45)%+
Net investment income/(loss)
  before deferral of fees by
  Manager                        $  (0.15)        --          --        --        --        --        --        --        --
Portfolio turnover rate             68.65%      58.71%      80.00%    85.07%    95.22%   130.37%    80.67%   194.63%   188.16%
Expense ratio including interest
  expense                            1.24%       1.20%       1.24%     1.37%     1.35%     1.40%     1.50%     1.50%     1.45%+
Expense ratio before deferral of 
   fees by
   Manager, including interest
     expense                         1.24%        --          --        --        --        --        --        --        --
Expense ratio excluding interest 
     expense                         1.24%        --          --        --        --        --        --        --        --
- --------------------------------------------------------------------------------------------------------------------------------

<FN>
(a)  The Growth Fund's Class R shares started operations on September 30, 1993.

(b)  The Small Cap Opportunities  Fund's Class R shares commenced  operations on
     December 29, 1995.

(c)  The Small Cap Fund's Class R shares became  available for investment by the
     public on July 13, 1990.
</FN>
</TABLE>

                                     53====

<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
U.S. Equity Funds
- ------------------------------------------------------------------------------------------------------------------------------
                                                    U.S. Emerging Growth Fund                   Equity Income Fund
- ------------------------------------------------------------------------------------------------------------------------------
SELECTED PER-SHARE DATA FOR                  1998##     1997        1996     1995(a)## 1998     1997##     1996    1995(b)
THE YEAR OR PERIOD ENDED JUNE 30:
<S>                                           <C>       <C>        <C>        <C>     <C>        <C>       <C>       <C>   
Net Asset Value - Beginning of Year           $19.00    $17.82     $13.75     $12.00  $17.91     $16.09    $13.38    $12.00
Net investment income/(loss)                   (0.18)    (0.13)     (0.04)      0.09    0.44       0.49      0.43      0.31
Net realized and unrealized gain/(loss) on                                                                                    
  investments.                                  4.21      2.54       4.26       1.66    2.27       3.35      2.82      1.38
Net increase/(decrease) in net assets
  resulting from investment operations          4.03      2.41       4.22       1.75    2.71       3.84      3.25      1.69
Distributions:
Dividends from net investment income            --        --        (0.04)     --      (0.44)     (0.46)    (0.42)    (0.31)
Distribution from net realized capital gains   (1.14)    (1.23)     (0.11)     --      (1.91)     (1.56)    (0.12)    --
Distribution in excess of net realized
  capital gains                                 --        --         --        --       --        --         --       --
Total distributions                             --        --         --        --      (2.35)     (2.02)    (0.54)    (0.31)
Net Asset Value - End of Year                 $21.89    $19.00     $17.82     $13.75  $18.27     $17.91    $16.09    $13.38
Total Return**                                 22.18%    14.77%     30.95%     14.58%  15.83%     26.02%    24.56%    14.26%
- ------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets/
Supplemental Data
Net assets, end of year (in 000's)           $391,973 $317,812    $306,217  $162,949  $40,260   $38,595   $19,312    $6,383
Ratio of net investment income/(loss) to
  average net assets                           (0.84)%   (0.75)%    (0.11)%     1.40%+  2.32%      2.93%     3.03%     4.06%+
Net investment income/(loss) before
  deferral of fees by Manager                 $(0.18)     --       $(0.05)     $0.07   $0.34      $0.39     $0.34     $0.13
Portfolio turnover rate                        23.63%    79.00%     88.98%     36.81%  68.23%     62.31%    89.77%    29.46%
Expense ratio before deferral of fees by
   Manager, including interest and tax
     expense                                    1.57%     --         1.79%      2.07%+  1.38%      1.46%     1.45%     3.16%+
Expense ratio including interest expense        1.57%     1.71%      1.75%      1.75%+  0.86%      --        --        --
Expense ratio excluding interest expense        1.56%     --         --        --       0.85%      0.86%     0.85%     0.84%+
- ------------------------------------------------------------------------------------------------------------------------------

<FN>
**  Total return represents aggregate total for the periods indicated.
+   Annualized.
++  The amount shown here for each share  outstanding  throughout the period may
    not be in accord with the net realized and  unrealized  gain/(loss)  for the
    period due to the timing of purchases  and  withdrawal of shares in relation
    to the fluctuating market values of the portfolio.
#   Amount represents less than $0.01 per share.
##  Per-share numbers have been calculated using the average share method, which
    more  appropriately  represents the per-share data for the period, as use of
    the  undistributed  income  method  did  not  accord  with  the  results  of
    operations.
</FN>
</TABLE>

                                     54====


<PAGE>


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
International and Global Equity Funds
- ---------------------------------------------------------------------------------------------------------------------------
                                            International Growth Fund              International Small Cap Fund
- ---------------------------------------------------------------------------------------------------------------------------
SELECTED PER-SHARE DATA FOR
THE YEAR OR PERIOD ENDED JUNE 30:             1998##  1997##     1996(c)  1998##     1997      1996      1995    1994(d)
<S>                                         <C>      <C>       <C>       <C>       <C>       <C>       <C>       <C>   
Net Asset Value-Beginning of Year           $16.24   $15.31    $12.00    $17.16    $14.86    $11.75    $12.02    $12.00
Net investment income/(loss)                  0.04     0.08      0.02     (0.01)    (0.05)     0.03      0.12      0.00#
Net realized and unrealized gain/(loss)
  on investments                              3.48     2.53      3.29      0.31      2.35      3.10     (0.39)     0.02
Net increase/(decrease) in net assets
  resulting from investment operations        3.52     2.61      3.31      0.30      2.30      3.13     (0.27)     0.02
Distributions:
Dividends from net investment income         (0.02)    --        --        --        --       (0.02)    (0.00)#     --
Distributions in excess of net
  investment income                          (0.00)#   --        --        --        --         --        --        --
Distributions from net realized capital
  gains                                      (1.07)   (1.68)     --        --        --         --        --        --
Distributions in excess of net realized
  capital gains                               --       --        --       (2.19)     --         --        --        --

Total distributions                          (1.09)   (1.68)     --       (2.32)     --       (0.02)    (0.00)#     --
Net Asset Value-End of Year                 $18.67   $16.24    $15.31    $15.14    $17.16    $14.86    $11.75    $12.02
Total Return**                               23.27%   19.20%    27.58%     4.46%    15.48%    26.68%    (2.23)%    0.17%
- ---------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets/
Supplemental Data:
Net assets, end of year (in 000's)          $64,820  $33,912   $18,303   $50,491   $53,602   $41,640   $28,516   $34,555
Ratio of net investment income/(loss)
  to average net assets                       0.22%    0.57%     0.26%+   (0.03)%   (0.34)%    0.20%     0.95%     0.04%+
Net investment income/(loss) before
  deferral of fees by Manager               $(0.04)  $(0.02)   $(0.07)   $(0.10)   $(0.14)   $(0.08)    $0.05    $(0.02)
Portfolio turnover rate                     127.13%   95.02%   238.91%   110.58%    84.91%   177.36%   156.13%   123.50%
Expense ratio before deferral of fees by
   Manager, including interest and tax
     expense                                  2.13%    2.37%     2.91%+    2.53%     2.60%     2.76%     2.50%     2.32%+
Expense ratio including interest and tax      1.66%    --         --       1.92%     --        1.96%     1.91%     1.99%+
Expense ratio excluding interest and tax      1.65%    1.66%     1.65%+    1.90%     1.90%     1.90%     1.90%     1.90%+
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
(a)  The U.S.  Emerging  Growth  Fund's Class R shares  commenced  operations on
     December 30, 1994.

(b)  The Equity Income Fund's Class R shares  commenced  operations on September
     30, 1994.

(c)  The International Growth Fund's Class R shares commenced operations on July
     3, 1995.

(d)  The International  Small Cap Fund's Class R shares commenced  operations on
     September 30, 1993.

(e)  The Global  Opportunities  Fund's Class R shares  commenced  operations  on
     September 30, 1993.
</FN>
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
International and Global Equity Funds
- ---------------------------------------------------------------------------------------------------------
                                                              Global Opportunities Fund
- ---------------------------------------------------------------------------------------------------------
SELECTED PER-SHARE DATA FOR                      1998##     1997        1996        1995       1994(e)
THE YEAR OR PERIOD ENDED JUNE 30:
<S>                                              <C>        <C>         <C>         <C>         <C>   
Net Asset Value - Beginning of Year              $19.17     $16.96      $13.25      $12.92      $12.00
Net investment income/(loss)                       0.00#     (0.11)      (0.06)       0.13        0.01
Net realized and unrealized gain/(loss)
  on investments.                                  3.87       3.14        3.84        0.70        0.91
Net increase/(decrease) in net assets
  resulting from investment operations             3.87       3.03        3.78        0.83        0.92
Distributions:
Dividends from net investment income               --         --         (0.07)       --          --
Distributions in excess of net investment
  Income                                           --         --          --          --          --
Distributions from net realized capital gains     (3.85)     (0.82)       --         (0.50)       --
Total distributions                               (3.85)     (0.82)      (0.07)      (0.50)       --
Net Asset Value-End of Year                      $19.19     $19.17      $16.96      $13.25      $12.92
Total Return                                      27.12%     18.71%      28.64%       6.43%       7.67%
- ---------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets/
Supplemental Data:
Net assets, end of year (in 000's)               $96,412   $32,371     $28,496     $13,677     $12,504
Ratio of net investment income/(loss) to
  average net assets                              (0.02)%    (0.62)%     (0.56)%      1.03%       0.02%+
Net investment income/(loss) before deferral
  of fees by Manager                              $0.00     $(0.23)     $(0.16)     $(0.01)     $(0.05)
Portfolio turnover rate                          135.03%    117.10%     163.80%     118.75%      67.22%
Expense ratio before deferral of fees by
   Manager including interest and tax expense      2.37%      2.62%       3.10%       2.99%       2.75%+
Expense ratio including interest and tax
  expense                                          1.96%      --          2.05%       1.91%       1.99%+
Expense ratio excluding interest and tax
  expense                                          1.90%      1.90%       1.90%       1.90%       1.90%+
- ---------------------------------------------------------------------------------------------------------
</TABLE>

                                     55====

<PAGE>


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
International and Global Equity Funds
- ---------------------------------------------------------------------------------------------------------------------
                                                             Global Communications Fund
- ---------------------------------------------------------------------------------------------------------------------
SELECTED PER-SHARE DATA FOR
THE YEAR OR PERIOD ENDED JUNE 30:               1998##      1997        1996        1995        1994       1993(a)
<S>                                              <C>        <C>         <C>         <C>         <C>         <C>   
Net Asset Value-Beginning of Year                $19.61     $18.05      $15.42      $14.20      $12.45      $12.00
Net investment income/(loss)                      (0.17)     (0.25)      (0.20)      (0.03)      (0.05)       0.00#
Net realized and unrealized gain/(loss)
  on investments                                   7.19       2.72        2.83        1.28        1.80++      0.45
Net increase/(decrease) in net assets
  resulting from investment operations             7.02       2.47        2.63        1.25        1.75        0.45
Distributions:
Dividends from net investment income               --         --          --          --          --          --
Distributions in excess of net investment
  Income                                           --         --          --          --          --          --
Distributions from net realized capital gains     (3.75)     (0.91)       --          --          --          --
Distributions in excess of net realized
  capital gains                                    --         --          --         (0.03)       --          --
Total distributions                               (3.75)     (0.91)       --         (0.03)       --          --
Net Asset Value-End of Year                      $22.88     $19.16      $18.05      $15.42      $14.20      $12.45
Total Return**                                    45.45%     14.43%      17.06%       8.83%      14.06%       3.75%
- ---------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets/
Supplemental Data:
Net assets, end of year (in 000's)              $267,113    $153,995    $206,671    $209,644    $234,886   $4,670
Ratio of net investment income/(loss) to
  average net assets                              (0.85)%    (1.05)%     (1.01)%     (0.10)%     (0.46)%     (0.05)%+
Net investment income/(loss) before deferral
  of fees by Manager                             $(0.17)    $(0.27)     $(0.22)     $(0.07)     $(0.06)     $(0.04)
Portfolio turnover rate                           79.67%     75.79%     103.73%      50.17%      29.20%       0.00%
Expense ratio before deferral of fees by
   Manager, including interest and tax 
     expense                                       1.93%      2.00%       2.11%       2.09%       2.04%       8.96%+
Expense ratio including interest and tax
  expense                                          1.93%      --          2.01%       1.91%       1.94%       --
Expense ratio excluding interest and tax
  expense                                          1.90%      1.91%       1.90%       1.90%       1.90%       1.90%+
- ---------------------------------------------------------------------------------------------------------------------

<FN>
**  Total return represents aggregate total for the periods indicated.
+   Annualized.
++  The amount shown in this caption for each share  outstanding  throughout the
    periods  may  not  be  in  accord  with  the  net  realized  and  unrealized
    gain/(loss)  for the period due to the timing of purchases and withdrawal of
    shares in relation to the fluctuating market values of the portfolio.
#   Amount represents less than $0.01 per share.
##  Per-share numbers have been calculated using the average share method, which
    more  appropriately  represents the per-share data for the period, as use of
    the  undistributed  income  method  did  not  accord  with  the  results  of
    operations.
</FN>
</TABLE>

                                     56====

<PAGE>


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
International and Global Equity Funds
- -----------------------------------------------------------------------------------------------------------------------
                                                                       Emerging Markets Fund
- -----------------------------------------------------------------------------------------------------------------------
SELECTED PER-SHARE DATA FOR
THE YEAR OR PERIOD ENDED JUNE 30:              1998       1997      1996      1995##      1994      1993     1992(b)
<S>                                           <C>        <C>        <C>       <C>        <C>         <C>     <C>   
Net Asset Value-Beginning of Year             $16.85     $14.19     $13.17    $13.68     $11.07      $9.96   $10.00
Net investment income/(loss)                    0.07       0.07       0.08      0.03      (0.03)      0.07     0.03
Net realized and unrealized gain/(loss)
  on investments                               (6.58)      2.66       0.94      0.25++     2.92       1.05    (0.07)
Net increase/(decrease) in net assets
  resulting from investment operations         (6.51)      2.73       1.02      0.28       2.89       1.12    (0.04)
Distributions:
Dividends from net investment income           (0.15)     (0.07)       --       --         --        (0.01)     --
Distributions in excess of net investment
  income                                         --         --         --       --         --         --        --
Distributions from net realized capital gains  (0.33)       --         --      (0.42)     (0.28)     (0.00)#    --
Distributions in excess of net realized
  capital gains                                  --         --         --      (0.37)      --         --        --
Total distributions                            (0.48)     (0.07)       --      (0.79)     (0.28)     (0.01)     --
Net Asset Value-End of Year                    $9.86     $16.85     $14.19    $13.17     $13.68     $11.07    $9.96
Total Return**                                (39.20)%    19.34%      7.74%     1.40%     26.10%     11.27%   (0.40)%
- ---------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets/
Supplemental Data:
Net assets, end of year (in 000's)          $758,911 $1,259,457   $994,378  $998,083   $654,960   $206,617  $54,625
Ratio of net investment income/(loss)
  to average net assets                         0.55%      0.48%      0.58%     0.23%     (0.14)%     0.66%    1.70%+
Net investment income/(loss) before deferral
  of fees by Manager                           $0.07        --         --       --          --       $0.06    $0.01
Portfolio turnover rate                        96.76%     83.08%    109.92%    92.09%     63.79%     21.40%    0.19%
Expense ratio before deferral of fees by
   Manager, including interest and tax
     expense                                    1.65%       --         --       --          --        1.93%    2.80%+
Expense ratio including interest and tax 
  expense                                       1.65%       --         --       --          --        --        --
Expense ratio excluding interest and tax
  expense                                       1.60%      1.67%      1.72%     1.80%      1.85%      1.90%    1.90%+
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
International and Global Equity Funds
- ---------------------------------------------------------------------------------------------------------------
                                                    Emerging Asia Fund                Latin America Fund
- ---------------------------------------------------------------------------------------------------------------
SELECTED PER-SHARE DATA FOR                        1998           1997(c)                  1998(d)
THE YEAR OR PERIOD ENDED JUNE 30:
<S>                                                 <C>             <C>                    <C>   
Net Asset-Value Beginning of Year                   $18.91          $12.00                 $12.00
Net investment income/(loss)                          0.13           (0.01)                  0.33
Net realized and unrealized gain/(loss) on                                      
  investments                                       (11.74)           6.95                  (3.34)
Net increase/(decrease) in net assets
  resulting from investment operations              (11.61)           6.94                  (3.01)
Distributions:
Dividends from net investment income                 (0.17)           --                    (0.07)
Distribution in excess of net investment 
  income                                             (0.00)#         (0.03)                   --
Distribution from net realized capital gains         (0.95)           --                      --
Distribution in excess of net realized
  capital gains                                       --              --                    (0.15)
Total distributions                                  (1.12)          (0.03)                 (0.22)
Net Asset Value-End of Year                          $6.18          $18.91                  $8.77
Total Return**                                      (63.45)%         57.80%                (25.42)%
- ---------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets/
Supplemental Data
Net assets, end of year (in 000's)                $24,608          $68,095                 $4,465
Ratio of net investment income/(loss)
  to average net assets                               0.22%          (0.42)%+                3.18%
Net investment income/(loss) before
  deferral of fees by Manager                       $(0.08)         $(0.02)                 $0.04
Portfolio turnover rate                             153.97%          72.18%                168.18%
Expense ratio before deferral of fees by
   Manager, including interest and tax
     expense                                          2.27%           2.69%+                 3.04%
Expense ratio including interest and tax
  expense                                             1.91%           2.20%+                 0.26%
Expense ratio excluding interest and tax
  expense                                             1.90%           1.80%+                 0.00%
- ---------------------------------------------------------------------------------------------------------------

<FN>
(a)  The Global  Communications  Fund's Class R shares  commenced  operations on
     June 1, 1993.

(b)  The Emerging Markets Fund's Class R shares commenced operations on March 1,
     1992.

(c)  The Emerging Asia Fund's Class R shares  commenced  operations on September
     30, 1996.

(d)  The Latin America  Fund's Class R shares  commenced  operations on June 30,
     1997.
</FN>
</TABLE>

                                     57====

<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Multi-Strategy Funds
- ------------------------------------------------------------------------------------------------
                                                              Select 50 Fund
- ------------------------------------------------------------------------------------------------
SELECTED PER-SHARE DATA FOR
THE YEAR OR PERIOD ENDED JUNE 30:                    1998##           1997##       1996(a)
<S>                                                   <C>            <C>             <C>   
Net Asset Value-Beginning of Year                     $20.01         $16.46          $12.00
Net investment income/(loss)                            0.12           0.01            0.06
Net realized and unrealized gain/(loss) on
  investments                                           2.70           4.16            4.45
Net increase/(decrease) in net assets
  resulting from investment operations                  2.82           4.17            4.51
Distributions:
Dividends from net investment income                    --            (0.10)          (0.04)
Distributions in excess of net investment
   Income                                               --             --              --
Distributions from net realized capital gains          (1.85)         (0.52)           --
Distributions in excess of net realized
  capital gains                                         --             --             (0.01)
Distributions from capital                              --             --              --
Total distributions                                    (1.85)         (0.62)          (0.05)
Net Asset Value-End of Year                           $20.98         $20.01          $16.46
Total Return**                                         15.44%         26.35%          37.75%
- ------------------------------------------------------------------------------------------------
Ratios to Average Net Assets/
Supplemental Data:
Net assets, end of year (in 000's)                  $269,667       $172,509         $77,955
Ratio of net investment income/(loss) to
  average net assets                                    0.58%          0.04%           0.42%+
Net investment income/(loss) before deferral
  of fees by Manager                                   $0.12         $(0.01)          $0.02
Portfolio turnover rate                               151.43%        157.93%         105.98%
Expense ratio before deferral of fees by
   Manager, including interest and tax
     expense                                            1.81%          1.92%           2.11%+
Expense ratio including interest and tax
  expense                                               1.81%          --              --
Expense ratio excluding interest and tax
  expense                                               1.80%          1.82%           1.80%+
- ------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Multi-Strategy Funds
- ----------------------------------------------------------------------------------------------------------
                                                              U.S. Asset Allocation Fund
- ----------------------------------------------------------------------------------------------------------
SELECTED PER-SHARE DATA FOR
THE YEAR OR PERIOD ENDED JUNE 30:                1998       1997##       1996        1995       1994(b)
<S>                                              <C>         <C>         <C>         <C>         <C>   
Net Asset Value-Beginning of Year                $19.89      $19.33      $16.33      $12.24      $12.00
Net investment income/(loss)                       1.66        0.48        0.26        0.25        0.06
Net realized and unrealized gain/(loss) on
   investments                                     0.99        2.13        3.54        4.11        0.18
Net increase/(decrease) in net assets
   resulting from investment operations            2.65        2.61        3.80        4.36        0.24
Distributions:
Dividends from net investment income              (0.93)      (0.39)      (0.25)      (0.17)       --
Distributions in excess of net investment
   Income                                         (0.70)       --          --          --          --
Distributions from net realized capital gains     (1.83)      (1.66)      (0.55)      (0.10)       --
Distributions in excess of net realized
   capital gains                                   --          --          --          --          --
Total distributions                               (3.46)      (2.05)      (0.80)      (0.27)       --
Net Asset Value-End of Year                      $19.08      $19.89      $19.33      $16.33      $12.24
Total Return**                                    14.67%      14.65%      23.92%      35.99%       2.00%
- ----------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets/
Supplemental Data:
Net assets, end of year (in 000's)             $128,075    $127,214    $132,511     $60,234      $1,548
Ratio of net investment income/(loss) to
   average net assets                              3.10%       2.55%       1.85%       3.43%       2.54%+
Net investment income/(loss) before deferral
   of fees by Manager                             $1.63       $0.47       $0.24       $0.19      $(0.11)
Portfolio turnover rate                           84.23%     168.51%     225.91%      95.75%     190.94%
Expense ratio before deferral of fees by
   Manager, including interest and tax
     expense                                       0.31%ss.    1.49%       1.55%       2.07%       9.00%+
Expense ratio including interest and tax
  expense                                          0.26%ss.    1.43%       1.42%       1.31%       1.43%+
Expense ratio excluding interest and tax
  expense                                          0.25%ss.    1.31%       1.30%       1.30%       1.30%+
- ----------------------------------------------------------------------------------------------------------

<FN>
**  Total return represents aggregate total for the periods indicated.
+   Annualized.
++  The amount shown here for each share  outstanding  throughout the period may
    not agree with the net realized and  unrealized  gain/(loss)  for the period
    due to the timing of purchases  and  withdrawal of shares in relation to the
    fluctuating market values of the portfolio.
#   Amount represents less than $0.01 per share.
##  Per-share numbers have been calculated using the average share method, which
    more  appropriately  represents the per-share data for the period, as use of
    the  undistributed  income  method  did  not  accord  with  the  results  of
    operations.
ss. The  expense  ratios  reflect  only the direct  expenses  of the U.S.  Asset
    Allocation Fund and do not include the expenses of the underlying funds.
</FN>
</TABLE>

                                     58====

<PAGE>


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
U.S. Fixed-Income and Money Market Funds
- -------------------------------------------------------------------------------------------------------------------------
                                             Total Return
                                              Bond Fund                 Short Duration Government Bond Fund
- -------------------------------------------------------------------------------------------------------------------------
SELECTED PER-SHARE DATA FOR
THE YEAR OR PERIOD ENDED JUNE 30:              1998(c)        1998      1997##     1996      1995      1994     1993(d)
<S>                                             <C>            <C>       <C>        <C>       <C>      <C>       <C>   
Net Asset Value-Beginning of Year               $12.00         $9.99     $9.92      $9.95     $9.80    $10.23    $10.00
Net investment income/(loss)                      0.72          0.57      0.59       0.60      0.62      0.61      0.33
Net realized and unrealized gain/(loss) on
   investments                                    0.56          0.16      0.07      (0.04)     0.16     (0.34)     0.23
Net increase/(decrease) in net assets
   resulting from investment operations           1.28          0.73      0.66       0.56      0.78      0.27      0.56
Distributions:
Dividends from net investment income             (0.72)        (0.56)    (0.59)     (0.59)    (0.62)    (0.56)    (0.33)
Distributions in excess of net investment
   income                                        (0.00)#        --       (0.00)#    (0.00)#    --       (0.07)     --
Distributions from net realized capital gains    (0.12)        (0.02)     --         --        --        --        --
Distributions in excess of net realized
   capital gains                                  --            --        --         --        --       (0.07)     --
Distributions from capital                        --            --        --         --       (0.01)     --       (0.00)#
Total distributions                              (0.84)        (0.58)    (0.59)     (0.59)    (0.63)    (0.70)    (0.33)
Net Asset Value-End of Year                     $12.44        $10.14     $9.99      $9.92     $9.95     $9.80    $10.23
Total Return**                                   10.92%         7.56%     6.79%      5.74%     8.28%     2.49%     5.66%
- -------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets/
Supplemental Data:
Net assets, end of year (in 000's)             $77,694       $66,357   $47,265    $22,681   $17,093   $21,937   $22,254
Ratio of net investment income/(loss) to
   average net assets                             5.81%         5.83%     5.87%      5.88%     6.41%     5.93%     6.02%+
Net investment income/(loss) before
   deferral of fees by Manager                   $0.71         $0.51     $0.54      $0.52     $0.54     $0.51     $0.27
Portfolio turnover rate                         390.08%       502.23%   450.98%    349.62%   284.23%   603.07%   213.22%
Expense ratio before deferral of fees by
   Manager, including interest and tax
     expense                                      1.34%         1.73%     2.05%      2.31%     2.23%     1.75%     2.07%+
Expense ratio including interest and tax
  expense                                         1.29%         1.15%     1.55%      1.55%     1.38%     0.71%      _
Expense ratio excluding interest and tax          0.70%         0.28%     0.60%      0.60%     0.47%     0.25%     0.22% +
- -------------------------------------------------------------------------------------------------------------------------

<FN>
(a)  The  Select 50 Fund's  Class R shares  commenced  operations  on October 2,
     1995.

(b)  The U.S. Asset  Allocation  Fund's Class R shares  commenced  operations on
     March 31, 1994.

(c)  The Total Return Bond Fund's Class R shares  commenced  operations  on June
     30,  1997.  (d) The Short  Duration  Government  Bond Fund's Class R shares
     commenced operations on December 18, 1992.
</FN>
</TABLE>

                                     59====

<PAGE>


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
U.S. Fixed Income and Money Market Fund
- ----------------------------------------------------------------------------------------------------------------------
                                                                Government Reserve Fund
- ----------------------------------------------------------------------------------------------------------------------
SELECTED PER-SHARE DATA FOR
THE YEAR OR PERIOD ENDED JUNE 30:               1998         1997       1996        1995        1994        1993(a)
<S>                                              <C>         <C>         <C>         <C>         <C>         <C>  
Net Asset Value-Beginning of Year                $1.00       $1.00       $1.00       $1.00       $1.00       $1.00
Net investment income/(loss)                      0.052       0.049       0.052       0.049       0.029       0.024
Net realized and unrealized gain/(loss) on
   investments                                    0.000###    0.000###    0.000###    0.000###    0.000###    0.000###
Net increase/(decrease) in net assets
   resulting from investment operations           0.052       0.049       0.052       0.049       0.029       0.024
Distributions:
Dividends from net investment income             (0.052)     (0.049)     (0.052)     (0.049)     (0.029)     (0.024)
Distributions in excess of net investment
   income                                          --          --          --          --          --          --
Distributions from net realized capital gains      --          --          --          --          --          --
Total distributions                             $(0.052)     (0.049)     (0.052)     (0.049)     (0.029)     (0.024)
Net Asset Value-End of Year                      $1.00       $1.00       $1.00       $1.00       $1.00       $1.00
Total Return**                                    5.27%       5.03%       5.28%       4.97%       2.96%       2.41%
- ----------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets/
Supplemental Data:
Net assets, end of year (in 000's)            $724,619    $473,154    $439,423    $258,956    $211,129    $124,795
Ratio of net investment income/(loss) to
   average net assets                             5.15%       4.93%       5.17%       4.92%       2.99%       2.96%+
Net investment income/(loss) before deferral
   of fees by Manager                            $0.052      $0.049      $0.050      $0.047      $0.028      $0.013
Portfolio turnover rate                            --          --          --          --          --          --
Expense ratio before deferral of fees by
   Manager, including interest and tax
     expense                                      0.48%       0.62%       0.74%       0.79%       0.71%       0.77%+
Expense ratio including interest and tax
  expense                                         0.53%        --          --         0.63%        --          --
Expense ratio excluding interest and tax
  expense                                         0.53%       0.60%       0.60%       0.60%       0.60%       0.38%+
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


- --------------------------------------------------------------------------------
U.S. Fixed Income and Money Market Funds
- --------------------------------------------------------------------------------
                                Federal Tax-Free
                                   Money Fund
- --------------------------------------------------------------------------------
SELECTED PER-SHARE DATA FOR
THE YEAR OR PERIOD ENDED JUNE 30:              1998             1997(b)
Net Asset Value-Beginning of Year             $1.00            $1.00
Net investment income                          0.031            0.032
Net realized and unrealized gain/(loss) on
   investments.                                0.000###         0.000###
Net increase in net assets
   resulting from investment operations        0.031            0.032
Distributions:
Dividends from net investment income          (0.031)          (0.032)
Distribution sin excess of net investment
   income                                        --            (0.000)###
Distributions from net realized capital gains    --               --   
Total distributions                           (0.31)           (0.032)+
Net Asset Value-End of Period                 $1.00            $1.00
Total Return**                                 3.12%            3.26%
- --------------------------------------------------------------------------------
Ratios to Average Net Assets/
Supplemental Data
Net assets, end of year (in 000's)         $117,283         $114,197
Ratio of net investment income/(loss) to
   average net assets                          3.08%            3.24%+
Net investment income/(loss) before deferral
   of fees by Manager                         $0.031           $0.030
Portfolio turnover rate                          --               --   
Expense ratio before deferral of fees by
   Manager, including interest and tax
     expense                                   0.81%            0.69%+
Expense ratio including interest and tax
  expense                                      0.60%            0.33%+
Expense ratio excluding interest and tax
  expense                                      0.60%              --
- --------------------------------------------------------------------------------

**   Total return represents aggregate total return for the periods indicated.
+    Annualized.
++   The amount shown in this caption for each share outstanding  throughout the
     period  may  not  be  in  accord  with  the  net  realized  and  unrealized
     gain/(loss)  for the period due to the timing of purchases and  withdrawals
     of shares
     in relation to the fluctuating market values of the portfolio.
#    Amount represents less than $0.01 per share.
##   Per-share  numbers have been  calculated  using the average  share  method,
     which more  appropriately  represents the per-share data for the period, as
     use of the undistributed income method did not accord with results of
     operations.
###  Amount represents less than $0.001 per share.

                                     60====

<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
U.S. Fixed Income and Money Market Funds
                                                           California Tax-Free               California Tax-Free Money Fund
                                                         Intermediate Bond Fund
SELECTED PER-SHARE DATA FOR
THE YEAR OR PERIOD ENDED JUNE 30:                  1998    1997    1996     1995   1994(c)   1998    1997     1996   1995(d)

<S>                                              <C>      <C>     <C>      <C>      <C>       <C>      <C>     <C>      <C>  
Net Asset Value-Beginning of Year                $12.53   $12.23  $12.04   $11.79   $12.00    $1.00    $1.00   $1.00    $1.00
Net investment income                              0.51     0.53    0.54     0.44     0.41     0.029    0.029   0.030    0.027
Net realized and unrealized gain/(loss) on
   investments                                     0.33     0.30    0.19     0.25    (0.21)    0.000### 0.000###0.000### 0.000###
Net increase/(decrease) in net assets
   resulting from investment operations            0.84     0.83    0.73     0.69     0.20     0.029    0.029   0.030    0.027
Distributions:
Dividends from net investment income              (0.51)   (0.53)  (0.54)   (0.44)   (0.41)   (0.029)  (0.029) (0.030)  (0.027)
Distributions in excess of net investment
   Income                                          --       --      --      (0.00)#   --       --       --      --      (0.000)###
Distributions from net realized capital gains      --       --      --       --       --       --       --      --        --
Total Distributions                               (0.51)   (0.53)  (0.54)   (0.44)   (0.41)   (0.029)  (0.029) (0.030)  (0.027)
Net Asset Value-End of Year                      $12.86   $12.53  $12.23   $12.04   $11.79    $1.00    $1.00   $1.00    $1.00
Total Return**                                     6.85%    6.91%   6.11%    6.03%    1.65%    3.00%    2.95%   3.03%    2.68%
Ratios to Average Net Assets/
Supplemental Data:
Net assets, end of year (in 000's)             $35,667  $21,681 $13,948   $5,153  $11,556  $187,216 $118,723$98,134  $64,780
Ratio of net investment income  to
   average net assets                              4.03%    4.27%   4.34%    3.71%    3.44%+   2.96%    2.91%   2.99%    3.55%+
Net investment income/(loss) before deferral
   of fees by Manager                             $0.44    $0.47   $0.43    $0.34    $0.25    $0.029   $0.028  $0.028   $0.023
Portfolio turnover rate                           42.36%   25.60%  58.11%   37.93%   77.03%    --       --      --        --
Expense ratio before deferral of fees by
   Manager, including interest and tax expense     1.19%    1.18%   1.43%    1.41%    1.63%+   0.68%    0.73%   0.80%    0.86%+
Expense ratio including interest and tax 
  expense                                          0.69%    0.68%   0.61%    0.56%    0.23%+   0.58%    0.58%   0.59%    0.33%+
Expense ratio excluding interest and tax
  expense                                          0.68%    --      --       --       --       0.58%    --       --       --
- ------------------------------------------------------------------------------------------------------------------------------

<FN>
(a)  The  Government  Reserve  Fund's  Class R shares  commenced  operations  on
     September 14, 1992.

(b)  The Federal  Tax-Free  Money  Fund's  Class R shares  commenced on July 15,
     1996.

(c)  The California  Tax-Free  Intermediate Bond Fund's Class R shares commenced
     operations on July 1, 1993.

(d)  The California Tax-Free Money Fund's Class R shares commenced operations on
     September 30, 1994.
</FN>
</TABLE>

                                     61====

<PAGE>


Account Information

[table]

Investment Options

o    Trade  requests  received  after 1 p.m. PST (4 p.m.  eastern  time) will be
     executed at the following business day's closing price.

Checks should be made payable to:

The Montgomery Funds

The minimum initial  investment for each fund is $1,000.  The minimum subsequent
investment is $100.

o    To open a new account, complete and mail the New Account application in the
     back of this Prospectus.

     Once an account is established, you can:

o    Buy,  sell or exchange  shares by phone.  Contact The  Montgomery  Funds at
     800.572.FUND  [3863].  Press (1) for a shareholder service  representative.
     Press (2) for the automated Montgomery Star System.

o    Buy, sell or exchange shares online. Go to www.montgomeryfunds.com.  Follow
     online instructions to enable this service.

o    Buy or sell shares by mail
     Mail buy/sell order(s) with your check:
     By regular mail
     The Montgomery Funds
     c/o DST Systems, Inc.
     P.O. Box 419073
     Kansas City, MO 64141-6073

     By express or overnight service:
     The Montgomery Funds
     c/o DST Systems, Inc.
     210 West 10th Street, 7th Floor
     Kansas City, MO 64105-1614

o    Buy or sell shares by wiring funds
     To: Investors Fiduciary Trust Company
     ABA #101003621
     For: DST Systems, Inc.
     Account #7526601
     Attention: The Montgomery Funds
     For Credit to: [shareholder(s) name]
     Shareholder account number:
     [shareholder(s) account number]
     Name of Fund: [Montgomery Fund name]

                                     62====

<PAGE>


               What You Need to Know About Your Montgomery Account

You pay no sales charge to invest in The Montgomery  Funds.  The minimum initial
investment for each Fund is $1,000. The minimum  subsequent  investment is $100.
Under certain conditions we may waive these minimums.  If you buy shares through
a  broker  or  investment  advisor,   different   requirements  may  apply.  All
investments must be made in U.S. dollars.

We must receive payment from you within three business days of your purchase. In
addition, we reserve the right to reject any purchase.

Becoming a Montgomery Shareholder

To open a new account:

o By  Mail  Send  your  completed  application,  with  a  check  payable  to The
Montgomery  Funds,  to the appropriate  address at right.  Your check must be in
U.S.  dollars and drawn only on a bank located in the United  States.  We do not
accept third-party checks,  "starter" checks,  credit-card checks,  instant-loan
checks or cash investments.  We may impose a charge on checks that do not clear.
Note that if you are  investing  in a U.S.  Fixed-Income  or Money  Market Fund,
dividends will not begin to accrue on your account until your check clears.

o By Wire Call us at (800)  572-FUND  [3863]  to let us know that you  intend to
make your initial  investment by wire. Tell us your name, the amount you want to
invest and the  fund(s) in which you want to  invest.  We will give you  further
instructions  and a fax  number to which you  should  send  your  completed  New
Account  application.  To ensure  that we  handle  your  investment  accurately,
include complete account information in all wire instructions.

Then request your bank to wire money from your account to the attention of:

Investors Fiduciary Trust Company
ABA #101003621
For: DST Systems, Inc.

and include the following:

Account #7526601
Attention: The Montgomery Funds
For credit to: [shareholder(s) name]
Shareholder Account Number:
[shareholder(s) account number]
Name of Fund: [Montgomery Fund]
Please note: Your bank may charge a wire transfer fee.

o By Phone To make an initial  investment by phone, you must have been a current
Montgomery  shareholder for at least 30 days.  Shares for Individual  Retirement
Accounts (IRAs) may not be purchased by phone.  Your purchase of a new fund must
meet its  investment  minimum and is limited to the total value of your existing
accounts or $10,000, whichever is greater. To complete the transaction,  we must
receive  payment within three business days. We reserve the right to collect any
losses from your account if we do not receive payment within that time.

How Fund Shares Are Priced

How and when we calculate  the Funds' price or net asset value (NAV)  determines
the price at which you



<PAGE>


will buy or sell  shares.  We calculate a fund's NAV by dividing the total value
of its  assets by the  number of  outstanding  shares.  We base the value of the
Funds'  investments  on their market value,  usually the last price reported for
each  security  before the close of market  that day. A market  price may not be
available for securities that trade  infrequently.  Occasionally,  an event that
affects a  security's  value may occur  after the  market  closes.  This is more
likely to happen for  foreign  securities  traded in foreign  markets  that have
different time zones from the United States.  Major  developments  affecting the
price of those  securities  may happen  after the foreign  markets in which such
securities  trade have  closed but before the Fund  calculates  its NAV. In this
case, Montgomery, in consultation with the Fund's Board of Trustees, will make a
good-faith estimate of the security's "fair value", which may be higher or lower
than security's closing price in its relevant market.  More details about how we
calculate the Funds' NAV are in the Statement of Additional Information.

[sidebar]

Getting Started
To invest,  complete the New Account application at the back of this prospectus.
Send it with a check payable to The Montgomery Funds.

Regular Mail
The Montgomery Funds
P.O. Box 419073
Kansas City, MO 64141-6073

Express Mail or Overnight Courier
The Montgomery Funds
210 West 10th Street
7th Floor
Kansas City, MO 64105-1614

Foreign Investors:
Foreign  citizens and resident aliens of the United States living abroad may not
invest in The Montgomery Funds.

                                     63====

<PAGE>


We calculate the net asset value (NAV) of each  Montgomery  Fund after the close
of trading on the New York Stock Exchange  (NYSE) every day the NYSE is open. We
do not  calculate  NAVs on the days on which  the NYSE is  closed  for  trading.
Certain  exceptions  apply as described  below.  If we receive your order by the
close of trading on the NYSE,  you can purchase  shares at the price  calculated
for that  day.  The NYSE  usually  closes  at 4 p.m.  on  weekdays,  except  for
holidays. If your order and payment are received after the NYSE has closed, your
shares will be priced at the next NAV we determine after receipt of your order.

>    Money Market Funds. The price of the Money Market Funds is determined at 12
     noon eastern time on most  business  days. If we receive your order by that
     time, your shares will be priced at the NAV calculated at 12 noon that day.
     If we receive your order after 12 noon eastern time,  you will pay the next
     price we determine after receiving your order.

>    Foreign  Funds.  Several of our Funds invest in securities  denominated  in
     foreign  currencies  and traded on foreign  exchanges.  To determine  their
     value, we convert their  foreign-currency  price into U.S. dollars by using
     the exchange  rate last quoted by a major bank.  Exchange  rates  fluctuate
     frequently  and may affect  the U.S.  dollar  value of  foreign-denominated
     securities,  even if their market price does not change. In addition,  some
     foreign exchanges are open for trading when the U.S. market is closed. As a
     result, a Fund's foreign  securities--and  its price--may  fluctuate during
     periods when you can't buy, sell or exchange shares in the Fund.

>    Bank Holidays. On bank holidays we will not calculate the price of the U.S.
     Fixed-Income  and Money  Market  Funds,  even if the NYSE is open that day.
     Shares  in these  funds  will be sold at the next  NAV we  determine  after
     receipt of your order.


Buying Additional Shares

o By Mail Complete the form at the bottom of any  Montgomery  statement and mail
it with your check  payable to The  Montgomery  Funds.  Or mail the check with a
signed  letter  noting  the name of the Fund in which you want to  invest,  your
account number and telephone  number.  We will mail you a  confirmation  of your
investment.  Note  that we may  impose a charge  on  checks  that do not  clear.

[Sidebar]

TRADING TIMES

Whether buying,  exchanging or selling  shares,  transaction  requests  received
after 1 p.m.  Pacific  time (4 p.m.  eastern  time) will be executed at the next
business day's closing price.

                                     64====

<PAGE>


www.montgomeryfunds.com

Manage your account  online Our online  Shareholder  Service Center offers free,
secure access to your Montgomery Funds account(s) around-the-clock. Shareholders
can:

o    Check current account balances
o    Buy, exchange or sell shares
o    View the most  recent  account  activity  and up to 80  records  of account
     history within the past two years
o    Order duplicate statements and tax forms
o    Reorder checkbooks

[clipart]

Get in-depth  information Our Web site is a good source of in-depth  information
on The  Montgomery  Funds,  as well as useful  information  about  investing  in
general. Click on:

o    Funds &  Performance  for  daily  performance  and net asset  values,  plus
     in-depth  information on any of our Funds,  including  audio  broadcasts of
     portfolio manager commentaries
o    Meet Our Experts to gain weekly insight into market events,  browse through
     a vast archive of commentaries and read portfolio manager biographies
o    Resource  Center for answers to your  investment  questions,  a glossary of
     financial terms, our online bookstore, plus 11 calculators to help you meet
     your investment goals
o    Montgomery  College  Prep to learn how to  invest  for your  children's  or
     grandchildren's education
o    Retirement Planning to start investing for your golden years now

To register call  800.572.FUND  [3863] and press (1) to speak with a shareholder
service representative.

                                     65====

<PAGE>


o By Phone  Current  shareholders  are  automatically  eligible to buy shares by
phone.  To buy  shares in a Fund you  currently  own or to invest in a new Fund,
call (800) 572-FUND [3863]. Shares for IRAs may not be purchased by phone. There
are restrictions on the dollar amount of shares you may buy by phone.

We must receive  payment for your  purchase  within three  business days of your
request. To ensure that we do, you can:

>    Transfer money directly from your bank account by mailing a written request
     and a voided check or deposit slip (for a savings account).

>    Send us a check by overnight or second-day courier service.

>    Instruct  your  bank  to  wire  money  to our  affiliated  bank  using  the
     information in "Becoming A Montgomery Shareholder" (page 65).

o  Online  To buy  shares  online,  you must  first  set up an  Electronic  Link
(described   in  the   sidebar   on  p.   64).   Then   visit   our  Web   site,
www.montgomeryfunds.com,  where  you  can  purchase  up to  $25,000  per  day in
additional  shares of any Fund, except those held in a retirement  account.  The
cost of the shares will be automatically  deducted from your bank account.

o By Wire There is no need to contact us when buying  additional shares by wire.
Instruct your bank to wire funds to our  affiliated  bank using the  information
under "Becoming a Montgomery Shareholder" (page 63).

Exchanging Shares

Montgomery  shareholders  may  exchange  Class R shares  in one Fund for Class R
shares in another with the same registration, Taxpayer Identification number and
address. There is a $100 minimum to exchange into a fund you currently own and a
$1,000 minimum for investing in a new Fund.  Note that an exchange may result in
a realized gain or loss for tax purposes.  You may exchange  shares by phone, at
(800)  572-FUND  [3863] or through  our  online  shareholder  service  center at
www.montgomeryasset.com.

Other Exchange Policies

o Depending on what time we receive your request,  we will process your exchange
order at the next-calculated NAV.

o You may  exchange  shares  only in Funds that are  qualified  for sale in your
state and that are offered in this  prospectus.  You may not exchange  shares in
one Fund for  shares of another  that is  currently  closed to new  shareholders
unless you are already a  shareholder  in the closed fund.

o Because  excessive  exchanges  can harm a Fund's  performance,  we reserve the
right to terminate your exchange privileges if you make more than four exchanges
out of any one fund  during a 12-month  period.  We may also  refuse an exchange
into a fund  from  which  you have  sold  shares  within  the  previous  90 days
(accounts   under  common   control  and  accounts   having  the  same  Taxpayer
Identification   number  will  be  counted  together).   Exchanges  out  of  the
Fixed-Income and Money Market Funds are exempt from this restriction.

[sidebar]

Our Electronic Link program allows us to automatically debit or credit your bank
account for  transactions  made by phone or online.  To take  advantage  of this
service, simply mail us a voided check or preprinted deposit slip from your bank
account along with a request to establish an Electronic Link.

                                     66====

<PAGE>


o We may  restrict  or  refuse  your  exchanges  if we  receive,  or  anticipate
receiving,  simultaneous  orders affecting a large portion of a Fund's assets or
if we detect a pattern of exchanges that suggests a market-timing  strategy.

o We reserve  the right to refuse  exchanges  into a Fund by any person or group
if, in our judgment, the Fund would be unable to effectively invest the money in
accordance  with its  investment  objective and policies,  or might be adversely
affected in other ways.

Selling Shares

You may sell  some or all of your fund  shares  on days that the New York  Stock
Exchange is open for trading  (except  bank  holidays for the  Fixed-Income  and
Money Market Funds).

Your  shares  will be sold at the  next  NAV we  calculate  for the  Fund  after
receiving your order. We will promptly pay the proceeds to you,  normally within
three  business  days  of  receiving  your  order  and all  necessary  documents
(including a written redemption order with the appropriate signature guarantee).
We will mail or wire you the proceeds,  depending on your  instructions.  If you
purchase shares and sell them shortly thereafter,  we will not mail the proceeds
until 15 days from the date you first purchased the shares.

Generally,  we will not charge you any fees when you sell your shares,  although
there are some minor exceptions:

o Shareholders  who sell shares by wire pay a $10 wire transfer fee that will be
deducted  directly from their  proceeds.

o Shareholders who want redemption checks sent by Federal Express must pay a $10
fee, deducted directly from their redemption proceeds.

In accordance with the rules of the Securities and Exchange  Commission (SEC) we
reserve the right to suspend redemptions under extraordinary circumstances.

Shares can be sold in several ways:

o By Mail Send us a letter including your name,  Montgomery  account number, the
Fund from which you would like to sell shares and the dollar amount or number of
shares you want to sell.  You must sign the letter the same way your  account is
registered.  If you  have a joint  account,  all  accountholders  must  sign the
letter.

If you want the  proceeds to go to a party  other than the  account  owner(s) or
your  predesignated  bank account,  or if the dollar  amount of your  redemption
exceeds  $50,000,  you must obtain a signature  guarantee (not a  notarization),
available from many commercial banks,  savings  associations,  stock brokers and
other NASD member firms.

If you want to wire your  redemption  proceeds  but do not have a  predesignated
bank  account,  include a voided  check or deposit  slip with your  letter.  The
minimum wire amount is $500.  Wire  charges,  if any,  will be deducted from the
redemption  proceeds.  We  may  permit  lesser  wire  amounts  or  fees  at  our
discretion. Call (800) 572-FUND [3863] for more details.

[sidebar]

Shareholder  service is available  Monday  through  Friday from 5 a.m. to 5 p.m.
Pacific  time.   Shareholders  can  get  information  or  perform   transactions
around-the-clock through the Montgomery Star System or www.montgomeryfunds.com.

                                     67====

<PAGE>


o By Check If you have check writing privileges in your account, you may write a
check to  redeem  some of your  shares,  but not to close  your  account  in the
Fixed-Income or Money Market Funds. This option is not available for funds in an
IRA.  Checks may not be written for amounts below $250.  Checks require only one
signature unless otherwise  indicated.  We will return your checks at the end of
the month. Note that we may impose a charge for a stop-payment request.

o By Phone You may accept or decline telephone redemption privileges on your New
Account  application.  If you accept,  you will be able to sell up to $50,000 in
shares through one of our  shareholder  service  representatives  or through our
automated  Star  System  at (800)  572-FUND  [3863].  You may not  buy,  sell or
exchange  shares  in an  IRA  account  by  phone.  If  you  included  bank  wire
information on your New Account  application or made arrangements later for wire
redemptions,  proceeds can be wired to your bank account.  Please allow at least
two business days for the proceeds to be credited to your bank  account.  If you
want  proceeds to arrive at your bank on the same  business day (subject to bank
cutoff  times),  there is a $10 fee. For more  information  about our  telephone
transaction policies, see "Other Policies."

o Online You can sell up to $50,000 in shares in a regular  account  through our
online Shareholder Service Center at www.montgomeryfunds.com.

Other Policies

Minimum Account Balances

Due to the cost of maintaining  small  accounts,  we require a minimum  combined
account  balance of $1,000.  If your account balance falls below that amount for
any  reason  other  than  market  fluctuations,  we will  ask you to add to your
account.  If your account balance is not brought up to the minimum or you do not
send us  other  instructions,  we will  redeem  your  shares  and  send  you the
proceeds.  We  believe  that  this  policy is in the best  interests  of all our
shareholders.

Uncashed Redemption Checks

If you receive your Fund redemption  proceeds or distributions by check (instead
of by wire) and it does not arrive within a reasonable  period of time,  call us
at (800) 572-FUND  [3863].  Please note that we are responsible only for mailing
redemption or distribution  checks and are not responsible for tracking uncashed
checks or determining  why checks are uncashed.  If your check is returned to us
by the U.S.  Postal Service or other delivery  service,  we will hold it on your
behalf  for a  reasonable  period of time.  We will not  invest the money in any
interest-bearing  account.  No interest will accrue on uncashed  distribution or
redemption proceeds.

[sidebar]

Buying  and  Selling  Shares  Through   Securities   Brokers  and  Benefit  Plan
Administrators

You may purchase  and sell shares  through  securities  brokers and benefit plan
administrators  or  their  subagents.  You  should  contact  them  directly  for
information regarding how to invest or redeem through them. They may also charge
you service or transaction  fees. If you purchase or redeem shares through them,
you  will  receive  the  NAV  calculated  after  receipt  of the  order  by them
(generally,  4:00 p.m.  eastern time) on any day the NYSE is open. If your order
is received  by them after that time,  it will be  purchased  or redeemed at the
next-calculated  NAV.  Brokers  and  benefit  plan  administrators  who  perform
shareholder servicing for the Fund may receive fees from the Funds or Montgomery
for providing these services.

Telephone Transactions

By buying,  selling or exchanging  shares over the phone, you agree to reimburse
the Funds for any expenses or losses  incurred in connection  with  transfers of
money from your  account.  This  includes any losses or expenses  caused by your
bank's failure to honor your debit or act in accordance with your  instructions.
If your bank makes  erroneous  payments or fails to make  payment  after you buy
shares,  we



<PAGE>


may cancel the purchase and  immediately  terminate your  telephone  transaction
privilege.  In addition, we may discontinue these privileges at any time upon 30
days' written notice. You may discontinue phone privileges at any time.

                                     68====

<PAGE>


The shares you  purchase by phone will be priced at the first net asset value we
determine after  receiving your purchase.  You will not actually own the shares,
however,  until we receive  your  payment  in full.  If we do not  receive  your
payment  within  three  business  days of your  request,  we  will  cancel  your
purchase.  You may be  responsible  for any  losses  incurred  by the  Fund as a
result.

Please note that we cannot be held liable for following  telephone  instructions
that we reasonably  believe to be genuine.  We use several  safeguards to ensure
that the instructions we receive are accurate and authentic, such as:

>    recording certain calls,
>    requiring a special  authorization number or other personal information not
     likely to be known by others, and
>    sending a transaction confirmation to the investor.

The Funds  and our  Transfer  Agent may be held  liable  for any  losses  due to
unauthorized or fraudulent  telephone  transactions only if we have not followed
these reasonable procedures.

We reserve the right to revoke the telephone privilege of any shareholder at any
time if he or she has used  abusive  language or misused the phone  privilege by
making  purchases  and  redemptions  that  appear  to be  part  of a  systematic
market-timing strategy.

If you notify us that your address has changed, we will temporarily suspend your
telephone redemption privileges until 30 days after your notification to protect
you and your account. We require all redemption requests made during this period
to be in writing with a signature guarantee.

Shareholders may experience delays in exercising telephone redemption privileges
during periods of volatile economic or market conditions. In these cases you may
want to transmit your redemption request:

>   using the automated Star System
>   online
>   by overnight courier
>   by telegram

Tax Withholding Information

Be sure to complete the Taxpayer  Identification Number (TIN) section of the New
Account  application.  If you don't have a Social  Security Number or TIN, apply
for one  immediately  by  contacting  your local  office of the Social  Security
Administration  or the Internal  Revenue Service (IRS). If you do not provide us
with a TIN or a certified Social Security number, federal tax law may require us
to withhold  31% of your taxable  dividends,  capital-gains  distributions,  and
redemption  and exchange  proceeds  (unless you qualify as an exempt payee under
certain rules).

Other rules  about TINs apply for certain  investors.  For  example,  if you are
establishing  an account for a minor under the Uniform  Gifts to Minors Act, you
should furnish the minor's TIN. If the IRS has notified you that you are subject
to backup  withholding  because you failed to report all  interest  and dividend
income  on your tax  return,  you must  check  the  appropriate  item on the New
Account  application.  Foreign  shareholders  should note that any dividends the
Funds pay to them may be  subject  to up to 30%  withholding  instead  of backup
withholding.

[sidebar]

Investment Minimums

For regular accounts and IRAs, the minimum initial investment is $1,000. Minimum
subsequent investment is $100.

                                     69====

<PAGE>


After You Invest

Taxes

IRS rules require that the Funds  distribute all of their net investment  income
and capital  gains,  if any, to  shareholders.  Capital  gains may be taxable at
different rates depending upon the length of time the Fund holds its assets.  We
will  inform  you about the  source of any  dividends  and  capital  gains  upon
payment.  After the close of each calendar year, we will advise you of their tax
status. The Funds' distributions, whether received in cash or reinvested, may be
taxable.  Furthermore,  any exchange of a Fund's shares for another Fund will be
treated as a sale, and any gain may be taxable.

Additional  information  about tax issues  relating to the Funds can be found in
our  Statement  of  Additional  Information,  available  free by  calling  (800)
572-FUND  [3863].  Consult your tax advisor about the potential tax consequences
of investing in the Funds.

A Note on the Montgomery Tax-Free Funds

The Montgomery Federal Tax-Free Money,  California Tax-Free Money and California
Tax-Free  Intermediate  Bond Funds intend to continue  paying what the IRS calls
"exempt-interest  dividends" to shareholders by maintaining,  as of the close of
each quarter of their taxable year, at least 50% of the value of their assets in
municipal bonds. If the Funds satisfy this requirement,  any distributions  paid
to  shareholders  from their net  investment  income will be exempt from federal
income, to the extent that they derive their net investment income from interest
on municipal bonds. Any distributions  paid from other sources of net investment
income,  such as market discounts on certain municipal bonds, will be treated as
ordinary income by the IRS.

Dividends and Distributions

As a  shareholder  in The  Montgomery  Funds,  you  may  receive  dividends  and
distributions  for which you will owe taxes (unless you invest solely  through a
tax-advantaged   account  such  as  an  IRA  or  a  401k  plan).  Dividends  and
distributions  are paid to all shareholders who maintain accounts with each Fund
as of its "record date."

If you would like to receive distributions in cash, indicate that choice on your
New Account  application.  Otherwise,  the  distribution  will be  reinvested in
additional Fund shares.

Keeping You Informed

After you invest you will receive our Shareholder Services Guide, which includes
more information  about buying,  exchanging and selling shares in the Montgomery
Funds.  It also  describes in more detail useful tools for investors such as the
Montgomery Star System and online transactions.

[sidebar]

Our Partners

As a Montgomery shareholder,  you may see the names of our partners on a regular
basis.  We all work  together  to  ensure  that  your  investments  are  handled
accurately and efficiently.  Funds  Distributor,  Inc., located in New York City
and Boston, distributes The Montgomery Funds.

Investors  Fiduciary  Trust Company,  located in Kansas City,  Missouri,  is the
Funds' master transfer agent. It performs  certain record keeping and accounting
functions for the Funds.

DST Systems, also located in Kansas City, Missouri,  assists Investors Fiduciary
Trust with certain record keeping and accounting functions for the Funds.

                                     70====

<PAGE>


<TABLE>
[table]
<CAPTION>
                               Dividends                             Distributions
<S>                            <C>                                   <C>
Equity Funds (except the       Declared and paid in the last         Declared and paid in the last
Equity Income Fund)            quarter of each calendar year*        quarter of each calendar year*

Equity Income Fund             Declared and paid on or about the     Declared and paid in the last
                               last business day of each quarter     quarter of each calendar year*

Multi-Strategy Funds           Declared and paid in the last         Declared and paid in the last
                               quarter of each calendar year*        quarter of each calendar year*

U.S. Fixed-Income and Money    Declared daily and paid monthly on    Declared and paid in the last
Market Funds                   or about the last business day of     quarter of each calendar year*
                               each month

<FN>
*Following  their  fiscal  year end (June  30),  the  Funds may make  additional
distributions to avoid the imposition of a tax.
</FN>
</TABLE>

During the year, we will also send you the following communications:

o    Confirmation statements
o    Account statements-Mailed after the close of each calendar quarter.
o    Annual and semiannual  reports Mailed  approximately  60 days after June 30
     and December 31.
o    1099 tax form-Sent by January 31.
o    Annual updated prospectus-Mailed to existing shareholders in the Fall.

To save you  money,  we will  send only one copy of each  shareholder  report or
other mailing to your household if you hold accounts  under common  ownership or
at the same address  (regardless  of the number of  shareholders  or accounts at
that household or address), unless you request additional copies.

[sidebar]

How to avoid "buying a dividend"

If you plan to  purchase  shares in a Fund,  check if it is  planning  to make a
distribution  in the near  future.  Here's why: If you buy shares of a Fund just
before a  distribution,  you'll  pay full  price for the  shares  but  receive a
portion of your purchase  price back as a taxable  distribution.  This is called
"buying a dividend."  Unless you hold the Fund in a  tax-deferred  account,  you
will have to include the  distribution  in your gross  income for tax  purposes,
even  though  you  may not  have  participated  in the  increase  of the  Fund's
appreciation.

                                     71====

<PAGE>


[Outside back cover: The Montgomery Family of Funds (complete listing);  Contact
Info; Logo]

You can find more information about The Montgomery Funds' investment policies in
the  Statement of  Additional  Information  (SAI),  which is  available  free of
charge.

To request a copy,  please call us at (800) 572-FUND [3863].  If you have access
to the Internet,  you can also view a copy of The  Montgomery  Funds' SAI at the
Security and Exchange Commission's Web site: www.sec.gov. You may also request a
copy by writing to the Public Reference  Section of the SEC,  Washington,  D.C.,
20549-6009.  The SEC charges a duplicating  fee for this  service.  You can also
visit the SEC's Public Reference Room (telephone 800.SEC.0330)

You can find further  information  about The Montgomery  Funds in our annual and
semiannual   shareholder  reports,  which  discuss  the  market  conditions  and
investment strategies that significantly affected each Fund's performance during
its most recent  fiscal  period.  To request a copy of the most recent annual or
semiannual report, please call us at (800) 572-FUND [3863].

Corporate Headquarters:
The Montgomery Funds
101 California Street
San Francisco, CA 94111-9361

(800) 572-FUND [3863]
www.montgomeryfunds.com

SEC File Nos.:    The Montgomery Funds      811-6011
                  The Montgomery Funds II   811-8064


                              Funds Distributor, Inc.  10/98




<PAGE>





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

                                     PART C

                                OTHER INFORMATION

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





<PAGE>


                              THE MONTGOMERY FUNDS

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

                                    FORM N-1A

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

                                     PART C

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

Item 23. Exhibits

         (a)      Amended and Restated  Agreement  and  Declaration  of Trust as
                  incorporated by reference to  Post-Effective  Amendment No. 61
                  to the Registration  Statement as filed with the Commission on
                  October 29, 1998 ("Post-Effective Amendment No. 61").
         (b)      Amended and Restated  By-Laws is  incorporated by reference to
                  Post-Effective Amendment No. 61.
         (c)      Instruments    Defining   Rights   of   Security   Holder--Not
                  applicable.
         (d)      Investment Advisory  Contracts--Form of Investment  Management
                  Agreement  is  incorporated  by  reference  to  Post-Effective
                  Amendment No. 52 to the  Registration  Statement as filed with
                  the Commission on July 31, 1997 ("Post-Effective Amendment No.
                  52").
         (e)      Form of Underwriting Agreement is incorporated by reference to
                  Post-Effective Amendment No. 52.
         (f)      Bonus or Profit Sharing Contracts--Not applicable.
         (g)      Form of Custody  Agreement  is  incorporated  by  reference to
                  Post-Effective Amendment No. 61.
         (h)      Other Material Contracts:
         (1)      Form of Administrative  Services  Agreement is incorporated by
                  reference to Post-Effective Amendment No. 52.
         (2)      Form of Shareholder Services Plan is incorporated by reference
                  to Post-Effective Amendment No. 61.
         (i)      Form of  Opinion  of  Counsel  as to  legality  of  shares  is
                  incorporated by reference to Post-Effective Amendment No. 61.
         (j)      Other Opinions: Independent Auditors' Consent.
         (k)      Omitted Financial Statements - Not applicable.
         (l)      Initial  Capital  Agreements:   Letter  of  Understanding  re:
                  Initial Shares is incorporated by reference to  Post-Effective
                  Amendment No. 61.
         (m)      Rule 12b-1  Plan:  Form of Share  Marketing  Plan (Rule  12b-1
                  Plan) is incorporated by reference to Post-Effective Amendment
                  No. 52.
         (n)      Financial   Data   Schedule.   Financial  Data  Schedules  are
                  incorporated  by  reference to Form NSAR-B filed on August 31,
                  1998.
         (o)      18f-3  Plan--Form of Amended and Restated  Multiple Class Plan
                  is incorporated by reference to  Post-Effective  Amendment No.
                  61.

Item 24. Persons Controlled by or Under Common Control with the Fund

         Montgomery Asset Management, LLC, a Delaware limited liability company,
is the manager of each series of the Registrant,  of The Montgomery  Funds II, a
Delaware  business trust, and of The Montgomery  Funds III, a Delaware  business
trust. Montgomery Asset Management,  LLC is a subsidiary of Commerzbank AG based
in  Frankfurt,  Germany.  The  Registrant,  The  Montgomery  Funds  II  and  The
Montgomery  Funds III are deemed to be under the common control of each of those
two entities.

Item 25. Indemnification

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

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

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

Item 26. Business and Other Connections of the Investment Adviser

         Effective July 31, 1997,  Montgomery Asset Management,  L.P.  completed
the sale of substantially all of its assets to the current  investment  manager,
Montgomery Asset Management,  LLC ("MAM, LLC"), a subsidiary of Commerzbank A.G.
Information  about the officers and directors of MAM, LLC is provided below. The
address for the  following  persons is 101  California  Street,  San  Francisco,
California 94111.

           R. Stephen Doyle          Chairman of the Board of Directors and 
                                     Chief Executive Officer of MAM, LLC
           Mark B. Geist             President and Director of MAM, LLC
           Kevin Hamilton            Executive Vice President of MAM, LLC
           Scott Tuck                Executive Vice President of MAM, LLC
           David E. Demarest         Secretary, Treasurer, Chief Administrative
                                     Officer and Managing Director of MAM, LLC

         The  following  directors of MAM, LLC also are officers of  Commerzbank
AG. The  address  for the  following  persons  is Neue  Mainzer  Strasse  32-36,
Frankfurt am Main, Germany.

           Heinz Josef Hockmann       Director of MAM, LLC
           Dietrich-Kurt Frowein      Director of MAM, LLC
           Andreas Kleffel            Director of MAM, LLC

         Before July 31, 1997, Montgomery  Securities,  which is a broker-dealer
and the prior  principal  underwriter of The  Montgomery  Funds II, was the sole
limited partner of the prior investment  manager,  Montgomery Asset  Management,
L.P.  ("MAM,  L.P.").  The  general  partner  of MAM,  L.P.  was a  corporation,
Montgomery Asset  Management,  Inc. ("MAM,  Inc."),  certain of the officers and
directors of which now serve in similar capacities for MAM, LLC.

Item 27. Principal Underwriter

         (a)      Funds Distributor,  Inc. (the "Distributor") acts as principal
                  underwriter for the following investment companies.

                  American Century California Tax-Free and Municipal Funds
                  American Century Capital Portfolios, Inc.
                  American Century Government Income Trust
                  American Century International Bond Funds
                  American Century Investment Trust
                  American Century Municipal Trust
                  American Century Mutual Funds, Inc.
                  American Century Premium Reserves, Inc.
                  American Century Quantitative Equity Funds
                  American Century Strategic Asset Allocations, Inc.

                                      C-2
<PAGE>

                  American Century Target Maturities Trust
                  American Century Variable Portfolios, Inc.
                  American Century World Mutual Funds, Inc.
                  BJB Investment Funds
                  The Brinson Funds
                  Dresdner RCM Capital Funds, Inc.
                  Dresdner RCM Equity Funds, Inc.
                  Founders Funds, Inc.
                  Harris Insight Funds Trust
                  HT Insight Funds, Inc. d/b/a Harris Insight Funds
                  J.P. Morgan Institutional Funds
                  J.P. Morgan Funds
                  JPM Series Trust
                  JPM Series Trust II
                  LaSalle Partners Funds, Inc.
                  Kobrick-Cendant Investment Trust
                  Merrimac Series
                  Monetta Fund, Inc.
                  Monetta Trust
                  The Montgomery Funds I
                  The Montgomery Funds II
                  The Munder Framlington Funds Trust
                  The Munder Funds Trust
                  The Munder Funds, Inc.
                  National Investors Cash Management Fund, Inc.
                  Orbitex Group of Funds
                  SG Cowen Funds, Inc.
                  SG Cowen Income + Growth Fund, Inc.
                  SG Cowen Standby Reserve Fund, Inc.
                  SG Cowen Standby Tax-Exempt Reserve Fund, Inc.
                  SG Cowen Series Funds, Inc.
                  St. Clair Funds, Inc.
                  The Skyline Funds
                  Waterhouse Investors Family of Funds, Inc.
                  WEBS Index Fund, Inc.

                  Funds  Distributor  is  registered  with  the  Securities  and
                  Exchange  Commission as a broker-dealer and is a member of the
                  National Association of Securities Dealers.  Funds Distributor
                  is  located  at  60  State   Street,   Suite   1300,   Boston,
                  Massachusetts   02109.   Funds   Distributor  is  an  indirect
                  wholly owned subsidiary of Boston Institutional Group, Inc., a
                  holding company all of whose  outstanding  shares are owned by
                  key employees.
<TABLE>

         (b)      The following is a list of the executive  officers,  directors
                  and partners of Funds Distributor, Inc.
<CAPTION>
<S>                                                                   <C>

                  Director, President and Chief Executive Officer     Marie E. Connolly
                  Executive Vice President                            George A. Rio
                  Executive Vice President                            Donald R. Roberson
                  Executive Vice President                            William S. Nichols
                  Senior Vice President, General Counsel, Chief       Margaret W. Chambers
                      Compliance Officer, Secretary and Clerk
                  Senior Vice President                               Michael S. Petrucelli
                  Director, Senior Vice President, Treasurer and      Joseph F. Tower, III
                      Chief Financial Officer
                  Senior Vice President                               Paula R. David
                  Senior Vice President                               Allen B. Closser
                  Senior Vice President                               Bernard A. Whalen
                  Chairman and Director                               William J. Nutt
</TABLE>
                                       C-3
<PAGE>

(c)      Not Applicable.

Item 28. Location of Accounts and Records.

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

Item 29. Management Services.

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

Item 30. Undertakings.

         (a)      Not applicable.

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

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

                                      C-4
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of San Francisco, the State of California, on this
24th day of November, 1998.





                                          THE MONTGOMERY FUNDS



                                          By:      Margaret W. Chambers*
                                                   --------------------
                                                   Margaret W. Chambers
                                                   Secretary



         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.


R. Stephen Doyle *             Chairman of the         November 24, 1998
- ------------------             Board of Trustees
R. Stephen Doyle


Andrew Cox *                   Trustee                 November 24, 1998
- ------------
Andrew Cox


Cecilia H. Herbert *           Trustee                 November 24, 1998
- --------------------
Cecilia H. Herbert


John A. Farnsworth *           Trustee                 November 24, 1998
- --------------------
John A. Farnsworth







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

                                      C-5
<PAGE>








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

                                   Item 23 (j)

                          Independent Auditors Consent

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





                                      C-6
<PAGE>


 
CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby  consent to the  incorporation  by reference in the  Prospectuses  and
Statements of Additional  Information  constituting parts of this Post-Effective
Amendment No. 63 to the registration  statement on Form N-1A (the  "Registration
Statement")  of our report  dated  August 14,  1998,  relating to the  financial
statements and financial highlights appearing in the June 30, 1998 Annual Report
to Shareholders of Montgomery  Growth Fund,  Montgomery Small Cap  Opportunities
Fund,  Montgomery Small Cap Fund, Montgomery U.S. Emerging Growth Fund (formerly
Montgomery  Micro  Cap  Fund),   Montgomery   Equity  Income  Fund,   Montgomery
International Growth Fund,  Montgomery  International Small Cap Fund, Montgomery
Emerging Markets Fund,  Montgomery Emerging Asia Fund,  Montgomery Latin America
Fund,  Montgomery Global  Opportunities Fund,  Montgomery Global  Communications
Fund,  Montgomery Select 50 Fund,  Montgomery Total Return Bond Fund, Montgomery
Short  Duration  Government  Bond  Fund,  Montgomery  Government  Reserve  Fund,
Montgomery  California Tax-Free  Intermediate Bond Fund,  Montgomery  California
Tax-Free Money Fund,  Montgomery  Federal Tax-Free Money Fund (all portfolios of
The  Montgomery  Funds),  which  is also  incorporated  by  reference  into  the
Registration  Statement.  We also  consent  to the  references  to us under  the
heading  "Financial  Highlights"  in the  Prospectuses  and  under  the  heading
"Investment  Management  and Other  Services" in the  Statements  of  Additional
Information.


PricewaterhouseCoopers LLP
San Francisco, CA
November 24, 1998



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