MONTGOMERY FUNDS I, 485BPOS, 2000-10-31

MONTGOMERY FUNDS I
485BPOS, 2000-10-31

Previous: FIRST TRUST SPEC SIT TR SER 1 INDIANA GROWTH & TREA TR SER 1, 485BPOS, 2000-10-31

Next: FIRST TRUST COMBINED SERIES 108, 485BPOS, 2000-10-31

As filed with the Securities and Exchange Commission on October 31, 2000
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. 81
and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 82

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)

Johanne Castro, Assistant Secretary
101 California Street
San Francisco, California 94111
(Name and Address of Agent for Service)
-------------------------

It is proposed that this filing will become effective:
_X_ immediately upon filing pursuant to Rule 485(b)
___ on December 30, 1999 pursuant to Rule 485(b)
___ 60 days after filing pursuant to Rule 485(a)(1)
___ 75 days after filing pursuant to Rule 485(a)(2)
___ on ______________ pursuant to Rule 485(a)

----------

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 - Combined Prospectus for Class R shares of Montgomery
Growth Fund, Montgomery Mid Cap 20 Portfolio, Montgomery U.S.
Emerging Growth Fund, Montgomery Small Cap Fund, Montgomery
International Growth Fund, Montgomery International 20
Portfolio, Montgomery Global Opportunities Fund, Montgomery
Global 20 Portfolio, Montgomery Global Communications Fund,
Montgomery Emerging Markets Fund, Montgomery Emerging Asia
Fund, Montgomery Total Return Bond Fund, Montgomery Short
Duration Government Bond Fund, Montgomery Government Money
Market Fund, Montgomery California Tax-Free Intermediate Bond
Fund, Montgomery California Tax-Free Money Fund and Montgomery
Federal Tax-Free Money Fund, and other series of another
Registrant.

Part A - Combined Prospectus for Class P shares of Montgomery
Growth Fund, Montgomery Small Cap Fund, Montgomery
International Growth Fund, Montgomery Global 20 Portfolio,
Montgomery Emerging Markets Fund, Montgomery Short Duration
Government Bond Fund, Montgomery Government Money Market Fund,
and Montgomery California Tax-Free Intermediate Bond Fund, and
other series of another Registrant.

Part A - Combined Prospectus for Class P Shares of Montgomery Small
Cap Fund, Montgomery Emerging Markets Fund and other series of
another Registrant.

Part A - Prospectus for the Montgomery U.S. Select 20 Portfolio.

Part B - Combined Statement of Additional Information for Class R
shares of Montgomery Growth Fund, Montgomery Mid Cap 20
Portfolio, Montgomery U.S. Emerging Growth Fund, Montgomery
Small Cap Fund, Montgomery International Growth Fund,
Montgomery International 20 Portfolio, Montgomery Global
Opportunities Fund, Montgomery Global 20 Portfolio, Montgomery
Global Communications Fund, Montgomery Emerging Markets Fund,
Montgomery Emerging Asia Fund, Montgomery Total Return Bond
Fund, Montgomery Short Duration Government Bond Fund,
Montgomery Government Money Market Fund, Montgomery California
Tax-Free Intermediate Bond Fund, Montgomery California
Tax-Free Money Fund and Montgomery Federal Tax-Free Money Fund
and other series of another Registrant, and Class P shares of
certain Funds and other series of another Registrant.

Part B - Statement of Additional Information for the Montgomery
U.S. Select 20 Portfolio.

Part C - Other Information

Signature Page

Exhibits

<PAGE>

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

PART A

COMBINED PROSPECTUS FOR CLASS R SHARES OF

MONTGOMERY GROWTH FUND
MONTGOMERY MID CAP 20 PORTFOLIO
MONTGOMERY U.S. EMERGING GROWTH FUND
MONTGOMERY SMALL CAP FUND
MONTGOMERY INTERNATIONAL GROWTH FUND
MONTGOMERY INTERNATIONAL 20 PORTFOLIO
MONTGOMERY GLOBAL OPPORTUNITIES FUND
MONTGOMERY GLOBAL 20 PORTFOLIO
MONTGOMERY GLOBAL COMMUNICATIONS FUND
MONTGOMERY EMERGING MARKETS FUND
MONTGOMERY EMERGING ASIA FUND
MONTGOMERY TOTAL RETURN BOND FUND
MONTGOMERY SHORT DURATION GOVERNMENT BOND FUND
MONTGOMERY GOVERNMENT MONEY MARKET FUND
MONTGOMERY CALIFORNIA TAX-FREE INTERMEDIATE BOND FUND
MONTGOMERY CALIFORNIA TAX-FREE MONEY FUND
MONTGOMERY FEDERAL TAX-FREE MONEY FUND

AND

OTHER SERIES OF ANOTHER REGISTRANT

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

<PAGE>

Prospectus

October 31, 2000

The Montgomery Funds(SM)

U.S. Equity Funds
Growth Fund
Mid Cap 20 Portfolio
U.S. Emerging Growth Fund
Small Cap Fund
Balanced Fund

International & Global Equity Funds
International Growth Fund
International 20 Portfolio
Global Opportunities Fund
Global 20 Portfolio
Global Long-Short Fund
Global Communications Fund
Emerging Markets Fund
Emerging Markets 20 Portfolio (formerly named Emerging Markets Focus Fund)
Emerging Asia Fund

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

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

[Sidebar]

Montgomery Shareholder
Service Representatives
800.572.FUND [3863]
Available 6:00 A.M. to 4:00 P.M.
Pacific time

Montgomery Web Site
www.montgomeryfunds.com

E-mail
[email protected]

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

TABLE OF CONTENTS

U.S. Equity Funds
Montgomery Growth Fund.....................................................
Montgomery Mid Cap 20 Portfolio............................................
Montgomery U.S. Emerging Growth Fund.......................................
Montgomery Small Cap Fund..................................................
Montgomery Balanced Fund ..................................................
International and Global Equity Funds
Montgomery International Growth Fund.......................................
Montgomery International 20 Portfolio......................................
Montgomery Global Opportunities Fund.......................................
Montgomery Global 20 Portfolio.............................................
Montgomery Global Long-Short Fund..........................................
Montgomery Global Communications Fund......................................
Montgomery Emerging Markets Fund...........................................
Montgomery Emerging Markets 20 Portfolio
(formerly named Emerging Markets Focus Fund).............................
Montgomery Emerging Asia Fund..............................................
U.S. Fixed-Income and Money Market Funds
Montgomery Total Return Bond Fund..........................................
Montgomery Short Duration Government Bond Fund.............................
Montgomery Government Money Market Fund....................................
Montgomery California Tax-Free Intermediate Bond Fund......................
Montgomery California Tax-Free Money Fund
Montgomery Federal Tax-Free Money Fund.....................................
Portfolio Management............................................................

<PAGE>

Management Fees.................................................................
Additional Investment Strategies and Related Risks..............................
Montgomery International 20 Portfolio......................................
Montgomery Global Long-Short Fund..........................................
Montgomery Emerging Markets 20 Portfolio ..................................
Montgomery Emerging Asia Fund .............................................
The Euro: Single European Currency.........................................
Defensive Investments......................................................
Portfolio Turnover.........................................................
Additional Benchmark Information...........................................
Financial Highlights............................................................
Account Information.............................................................
Becoming a Montgomery Shareholder..........................................
How Fund Shares Are Priced.................................................
Montgomery Online..........................................................
Buying Additional Shares...................................................
Exchanging Shares..........................................................
Selling Shares.............................................................
Other Policies.............................................................
Tax Withholding Information................................................
After You Invest...........................................................

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)

You should also know that 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 with different fees and expenses to eligible
investors.

<PAGE>

Growth Fund | MNGFX

Objective

o Long-term capital appreciation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in U.S. growth companies.

Under normal conditions, the Fund may invest in the stocks of 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 that are expected
to increase their sales and corporate earnings on a sustained basis. The Fund
leverages the strength of Montgomery's global research team, a centralized team
of analysts and portfolio managers that supports the firm's equity investment
strategies through extensive, original, fundamental analysis. When evaluating
investment opportunities, we favor companies that have a visible three-year
growth plan, are reasonably valued relative to their peers, and demonstrate
evidence of business momentum as a catalyst for growth and share price
appreciation. The Fund seeks to be fully invested and well-diversified with
high-quality holdings across a broad range of sectors.

Principal Risks [clipart]

Call toll-free 800.572.FUND [3863]
[on every even number page from this point on]

<PAGE>

U.S. EQUITY FUNDS

--------------------------------------------------------------------------------
Past Fund Performance The bar chart on 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 table on the right compares the Fund's performance with a commonly
used index for its market segment. Of course, past performance is no guarantee
of future results.
--------------------------------------------------------------------------------

[bar chart]

94 95 96 97 98 99
------------- ----------- ---------- ----------- ---------- -----------
20.91% 23.65% 20.20% 24.16% 2.10% 20.56%

During the six-year period described above in the bar chart, the Fund's best
quarter was Q4 1998 (+16.95%) and the worst quarter was Q3 1998 (-19.30%).

Growth Fund 20.56% 17.83% 20.74%
S&P 500 Index+ 21.04% 28.56% 22.96%
--------------------------------------------------------------------------------
1 Year 5 Years Inception
(9/30/93)
+See page __ for a description of this index.

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: 0.09% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

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 reinvesting dividends.
<CAPTION>
<S> <C>
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 1.00%
Distribution/Service (12b-1) Fee 0.00%
Other Expenses 0.49%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.49%

<FN>
* Deducted from the net proceeds of shares redeemed (or exchanged) within
three months after purchase. This fee is retained by the Fund. $10 will be
deducted from redemption proceeds sent by wire or overnight courier.
</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
-----------------------------------------------------
$151 $470 $811 $1,773

[clipart] [sidebar]
Portfolio Management
Andrew Pratt, CFA
For more details see page ___

For financial highlights
see page ___

For daily performance and manager commentaries,
visit www.montgomeryfunds.com/Funds/MNGFX.html

Visit www.montgomeryfunds.com [on every odd page from this point on]

5
<PAGE>

Mid Cap 20 Portfolio

Objective

o Long-term capital appreciation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in a concentrated portfolio of U.S. mid-cap companies.

The Fund normally concentrates its investments in 20 to 30 companies, but
generally not fewer than 20, and will invest at least 65% of its total assets in
those companies whose shares have a market value (market capitalization) profile
consistent with the S&P 400 MidCap Index. (This index had a weighted average
market capitalization of $2.14 billion and a median of $1.62 billion on June 30,
2000.)

The Fund's portfolio managers follow a growth strategy to invest in mid-cap
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

Principal 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. Because the Fund is a
non-diversified mutual fund that typically invests in the securities of only 20
to 30 companies, the value of an investment in the Fund will vary more in
response to developments or changes in the market value affecting particular
stocks than will an investment in a diversified mutual fund investing in a
greater number of securities.

The Fund's focus on mid-cap stocks may expose shareholders to additional risks.
Securities of mid-cap companies may trade less frequently and in more-limited
volume than those of larger, more mature companies. As a result, mid-cap
stocks--and therefore the Fund--may fluctuate significantly more in value than
larger-cap stocks and funds that focus on them.

<PAGE>

U.S. EQUITY FUNDS

--------------------------------------------------------------------------------
Past Fund Performance The Fund was launched on October 31, 2000. Performance
results are not provided because the Fund has not 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 this Fund. Montgomery does not impose any front-end or deferred sales
loads on this Fund and does not charge shareholders for reinvesting dividends.
<CAPTION>
<S> <C>
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 1.00%
Distribution/Service (12b-1) Fee 0.00%
Other Expenses# 0.93%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.93%
Fee Reduction and/or Expense Reimbursement 0.53%
Net Expenses 1.40%

# Other expenses are based on estimated amounts for the current fiscal year.
</FN>
</TABLE>

1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------
$142 $442 $764 $1,674

[clipart] [sidebar]
Portfolio Management
Cam Philpott, CFA
Paul LaRocco, CFA
Charles Reed, CFA
For more details see pages ___

<PAGE>

U.S. Emerging Growth Fund | MNMCX

Objective

o Long-term capital appreciation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in U.S. emerging growth companies.

Under normal conditions, the Fund invests at least 65% of its total assets in
the stocks of emerging U.S. companies whose shares have a total stock market
value (market capitalization) of $2 billion or less at the time of purchase.

The Fund's strategy is to identify well-managed small-cap U.S. companies with
proprietary advantages and the potential for more rapid growth than the overall
economy. The Fund's investment team rigorously analyzes all prospective holdings
to identify companies with improving business fundamentals by conducting
in-depth analysis of each company's current business and future prospects. In
addition, the team favors companies whose share prices appear to be undervalued
relative to their growth potential.

Principal Risks [clipart]

The Fund's focus on 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. 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.

<PAGE>
U.S. EQUITY FUNDS

[bar chart]

95 96 97 98 99
--------------- ------------- ---------------- ----------------- ---------------
28.66% 19.12% 27.05% 7.94% 18.83%

During the five-year period described above in the bar chart, the Fund's best
quarter was Q4 1999 (+32.68%) and the worst quarter was Q3 1998 (-17.24%).

U.S. Emerging Growth Fund 18.83% 20.09% 20.07%
Russell 2000 Index+ 21.26% 16.69% 16.69%
--------------------------------------------------------------------------------
1 Year 5 Years Inception
(12/30/94)

+See page __ for a description of this index.

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: 24.52% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

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 reinvesting dividends.
<CAPTION>
<S> <C>
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 1.36%
Distribution/Service (12b-1) Fee 0.00%
Other Expenses 0.56%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.92%
Fee Reduction and/or Expense Reimbursement 0.37%
Net Expenses 1.55%

++ 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 rolling
10-year term.
</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
-----------------------------------------------------
$157 $488 $843 $1,839

[clipart][sidebar]
Portfolio Management
Kathryn Peters
For more details see pages ___

For financial highlights
see page ___

For daily performance and manager commentaries,
visit www.montgomeryfunds.com/Funds/MNMCX.html

9
<PAGE>

Small Cap Fund | MNSCX

Objective

o Long-term capital appreciation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in rapidly growing U.S. small-cap companies.

Under normal conditions, 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 $2 billion or less at the time of purchase.

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

Principal Risks [clipart]

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.

<PAGE>

U.S. EQUITY FUNDS

<TABLE>

[bar chart]

During the nine-year period described above in the bar chart, the Fund's best
quarter was Q4 1998 (+47.31%) and the worst quarter was Q3 1998 (-32.37%).

Small Cap Fund 55.81% 23.30% 21.09%
Russell 2000 Index+ 21.26% 16.69% 13.98%
--------------------------------------------------------------------------------
1 Year 5 Years Inception
(7/13/90)

+See page __ for a description of this index.

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: -2.56% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

Fees & Expenses [clipart]

<S> <C>
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 1.00%
Distribution/Service (12b-1) Fee 0.00%
Other Expenses 0.35%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.35%

1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------
$137 $427 $738 $1,618

[clipart][sidebar]
Portfolio Management
Stuart Roberts
Paul LaRocco, CFA
Cam Philpott, CFA
Charles Reed, CFA
For more details see pages ___

For financial highlights
see page ___

For daily performance and manager commentaries,
visit www.montgomeryfunds.com/Funds/MNSCX.html

11
<PAGE>

Balanced Fund | MNAAX

Objective

o High total return consisting of capital appreciation and income
---------------------------------------------------------------------------

Principal Strategy [clipart]

Maintains a balanced allocation of stocks, bonds and money market securities.

The Fund's strategy is to maintain an exposure to stocks and bonds by investing
in the following underlying Funds:

o Montgomery Growth Fund - seeks long-term capital appreciation by investing
in U.S. growth companies

o Montgomery Total Return Bond Fund - seeks total return consisting of income
and capital appreciation by investing in investment grade bonds

o a Montgomery money market fund - seeks current income consistent with
liquidity and capital preservation by investing in money market eligible
U.S. government securities

The Fund's portfolio managers may also adjust the proportion of assets allotted
to the underlying portfolios in response to changing market conditions. In doing
so, the Fund's managers evaluate various market factors, including relative risk
and return, to help determine what they believe is an optimal allocation among
stocks, bonds and cash. The Fund's total equity exposure may range from 50 to
80% of its assets, and its bond exposure may range from 25 to 50% of its assets.
It may invest up to 20% of its assets in a Montgomery money market fund, hold
cash or cash equivalents and may invest directly in U.S. government securities.
At times, the Fund may also invest a small portion of its assets in other
Montgomery Funds to gain exposure to additional areas, such as the international
markets.

Principal 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 those Funds invest. 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. In addition, if the managers do not
accurately predict changing market conditions and other economic factors, the
Fund's assets might be allocated in a manner that is disadvantageous.

<PAGE>

U.S. EQUITY FUNDS

--------------------------------------------------------------------------------
Past Fund Performance The bar chart on 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 table on the right compares the Fund's performance with commonly used
indices for its market segment. Of course, past performance is no guarantee of
future results.
--------------------------------------------------------------------------------

[bar chart]
95 96 97 98 99
----------------- --------------- -------------- ----------------- -------------
32.61% 12.85% 19.01% 6.18% 12.85%

During the five-year period described above in the bar chart, the Fund's best
quarter was Q2 1997 (+11.94%) and the worst quarter was Q3 1998 (-6.29%).

Balanced Fund 12.85% 16.37% 17.71%
S&P 500 Index+ 21.04% 28.56% 25.54%
Lehman Brothers Aggregate Bond
Index+ -0.82% 7.73% 6.68%
------------------------------------------------------------------------------
1 Year 5 Years Inception
(3/31/94)

+See page __ for a description of these indices.

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: 3.39% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

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 reinvesting dividends.
<CAPTION>
<S> <C>
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 0.00%
Distribution/Service (12b-1) Fee 0.00%
Other Expenses
Top Fund Expenses 0.60%
Underlying Fund Expenses 1.17%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.77%
Fee Reduction and/or Expense Reimbursement 0.47%
Net Expenses 1.30%

++ In addition to the 0.60% 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, 2000, was 1.77%, calculated based on the Fund's total operating expense
ratio (0.60%) plus a weighted average of the expense ratios of its
underlying Funds (1.17%). 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 rolling 10-year
term.
</FN>
</TABLE>

13
<PAGE>

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

[clipart][sidebar]
Portfolio Management
Portfolio managers from
each underlying Fund
For more details see pages ___

For financial highlights
see page ___

For daily performance and manager commentaries,
visit www.montgomeryfunds.com/Funds/MNAAX.html

<PAGE>

International Growth Fund | MNIGX

Objective

o Long-term capital appreciation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in medium- and large-cap companies in developed markets outside the U.S.

Under normal conditions, the Fund invests at least 65% of its total assets in
the common stocks of companies outside the U.S. 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 France, Germany, Italy, the Netherlands and the United Kingdom, as
well as developed markets in Asia, such as Japan and Hong Kong. The Fund
typically invests in at least three countries outside the U.S., with no more
than 40% of its assets in any one country.

The Fund's portfolio managers seek well-managed companies that they believe will
be able to increase their sales and corporate earnings on a sustained basis.
From these prospective investments, the managers favor companies that they
consider 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.

Principal 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. The Fund's focus on mid-cap stocks may expose shareholders to
additional risks. Securities of mid-cap companies may trade less frequently and
in more-limited volume than those of larger, more mature companies. As a result,
mid-cap stocks--and therefore the Fund--may fluctuate significantly more in
value than larger-cap stocks and funds that focus on them.

<PAGE>
INTERNATIONAL & GLOBAL EQUITY FUNDS

[bar chart]

96 97 98 99
------------------- ----------------- ---------------- -----------------
20.96% 10.15% 28.69% 26.25%

During the four-year period described above in the bar chart, the Fund's best
quarter was Q4 1999 (+29.34%) and the worst quarter was Q3 1998 (-17.17%).

International Growth Fund 26.25% 21.62%
MSCI EAFE Index+ 27.30% 14.02%*
------------------------------------------------------------------------------
*Calculated from 6/30/95 1 Year Inception
(7/3/95)
+See page __ for a description of this index.

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: -18.14% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

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 reinvesting dividends.
<CAPTION>
<S> <C>
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 1.10%
Distribution/Service (12b-1) Fee 0.00%
Other Expenses 0.82%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.92%
Fee Reduction and/or Expense Reimbursement 0.12%
Net Expenses 1.80%

<FN>
** Deducted from the net proceeds of shares redeemed (or exchanged) within
three months after purchase. This fee is retained by the Fund. $10 will be
deducted from redemption proceeds sent by wire or overnight courier.

++ 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 rolling
10-year term.
</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
-----------------------------------------------------
$182 $565 $972 $2,107

[clipart] [sidebar]
Portfolio Management
John Boich, CFA
Oscar Castro, CFA
For more details see page ___

For financial highlights
see page ___

For daily performance and manager commentaries,
visit www.montgomeryfunds.com/Funds/MNIGX.html

16
<PAGE>

International 20 Portfolio

Objective

o Long-term capital appreciation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in a concentrated portfolio of companies in developed international
markets.

The Fund normally concentrates its investments in 20 to 30 companies, but
generally not fewer than 20, and invests at least 65% of its total assets in
companies whose shares have a total stock market value (market capitalization)
of at least $1 billion. The managers concentrate the Fund's 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 U.S., with no more than 40% of its assets (or twice the benchmark
index weighting used by the Fund, whichever is greater) 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 purchase shares of companies that they consider
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. The Fund's 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.

Principal Risks [clipart]

By investing in stocks, the Fund may expose you to certain risks that could
cause you to lose money, particularly if there is 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. This is a non-diversified mutual fund that typically
invests in the securities of as few as 20 companies. Consequently, the value of
an investment in the Fund will vary more in response to developments or changes
in market value affecting particular stocks than an investment in a diversified
mutual fund investing in a greater number of securities.

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 securities in which the Fund invests
are denominated in foreign currencies, whose value may decline against the U.S.
dollar. To the extent that the Fund invests in small-cap foreign stocks, it may
expose shareholders to additional risks. These risks 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 may fluctuate significantly more in value than
larger-cap stocks.

<PAGE>

INTERNATIONAL & GLOBAL EQUITY FUNDS

--------------------------------------------------------------------------------
Past Fund Performance The Fund was launched on December 31, 1999. Performance
results have not been provided because the Fund has not 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 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>
<S> <C>
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 1.10%
Distribution/Service (12b-1) Fee 0.00%
Other Expenses 4.49%
-------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 5.59%
Fee Reduction and/or Expense Reimbursement 3.94%
Net Expenses 1.65%

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

[clipart] [sidebar]
Portfolio Management
John Boich, CFA
Oscar Castro, CFA
For more details see page ___

For financial highlights
see page ___

<PAGE>

Global Opportunities Fund | MNGOX

Objective

o Long-term capital appreciation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in companies of any size in the U.S. and abroad.

Under normal conditions, 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 France,
Germany, Italy, Japan, the Netherlands and the United Kingdom. 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 Fund's portfolio managers seek well-managed companies that they believe will
be able to increase their sales and corporate earnings on a sustained basis.
From these prospective investments, the managers favor companies they consider
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.

Principal Risks [clipart]

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 securities in which the Fund invests are
denominated in foreign currencies, whose value may decline against the U.S.
dollar.

<PAGE>

INTERNATIONAL & GLOBAL EQUITY FUNDS

[bar chart]

94 95 96 97 98 99
--------------- ------------- ------------ ------------- ------------ ----------
-8.55% 17.26% 20.18% 11.05% 32.76% 57.53%

During the six-year period described above in the bar chart, the Fund's best
quarter was Q4 1999 (+40.46%) and the worst quarter was Q3 1998 (-20.38%).

Global Opportunities Fund 57.53% 26.76% 22.43%
MSCI World Index+ 25.34% 20.25% 16.74%
--------------------------------------------------------------------------------
1 Year 5 Years Inception
(9/30/93)

+See page ___ for a description of this index.

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: -17.79% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

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 reinvesting dividends.
<CAPTION>
<S> <C>
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 0.84%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 2.09%
Fee Reduction and/or Expense Reimbursement 0.14%
Net Expenses 1.95%

++ 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 rolling
10-year term.
</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.

20
<PAGE>

1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------
$197 $611 $1,049 $2,265

[clipart][sidebar]
Portfolio Management
John Boich, CFA
Oscar Castro, CFA
For more details see page ___

For financial highlights
see page ___

For daily performance and manager commentaries,
visit www.montgomeryfunds.com/Funds/MNGOX.html

<PAGE>

Global 20 Portfolio | MNSFX

Objective

o Long-term capital appreciation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in a concentrated portfolio of companies in the U.S. and abroad.

The Fund normally concentrates its investments in 20 to 30 companies, but
generally not fewer than 20. In identifying investment opportunities, the Fund
may select companies in the United States or in developed foreign and emerging
markets. The Fund will limit its investment in any one country to no more than
40% of its assets, or no more than two times the country's percentage weighting
in the benchmark MSCI World Index - whichever is greater. (The MSCI World Index
is described on page __.) The Fund's investments in U.S. companies, however, are
not subject to these limits.

The Fund's portfolio managers seek well-managed companies of any size that they
believe will be able to increase their corporate sales and earnings on a
sustained basis. From these prospective investments, the managers favor
companies that they consider under- or reasonably valued relative to their
long-term prospects. The managers also favor companies that they believe have a
competitive advantage, offer innovative products or services and may profit from
such trends as deregulation and privatization. The Fund's portfolio managers and
analysts frequently travel to the countries where the Fund invests or may invest
to gain firsthand insight into the economic, political and social trends
affecting investments in those countries.

Principal 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. Because the Fund is a
non-diversified mutual fund, the value of an investment in the Fund will vary
more in response to developments or changes in the market value affecting
particular stocks than will an investment in a diversified mutual fund investing
in a greater number of securities.

Because the Fund may invest up to 30% of its assets in any one developing
markets country, it may be exposed to additional risks. Foreign and emerging
markets tend to be more volatile than the U.S. due to economic and political
instability and regulatory conditions. This risk is heightened in 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 and more volatile and offer less regulatory protection for investors.
Also, many of the securities in which the Fund invests are denominated in
foreign currencies, whose value may decline against the U.S. dollar.

<PAGE>

INTERNATIONAL & GLOBAL EQUITY FUNDS

[bar chart]

96 97 98 99
------------------- ----------------- ---------------- -----------------
20.46% 29.27% 9.40% 45.29%

During the four-year period described above in the bar chart, the Fund's best
quarter was Q4 1999 (+30.49%) and the worst quarter was Q3 1998 (-17.10%).

Global 20 Portfolio 45.29% 28.10%
MSCI World Index+ 25.34% 20.04%*
--------------------------------------------------------------------------------
*Calculated from 9/30/95 1 Year Inception
(10/2/95)

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: -13.08% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------
+See page __ for a description of this index.

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 reinvesting dividends.
<CAPTION>
<S> <C>
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 1.51%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 2.76%
Fee Reduction and/or Expense Reimbursement 0.03%
Net Expenses 2.73%

++ 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 rolling
10-year term.
</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
-----------------------------------------------------
$275 $845 $1,440 $3,045

[clipart] [sidebar]
Portfolio Management
John Boich, CFA
Oscar Castro, CFA
For more details see pages ___

For financial highlights
see page ___

<PAGE>

For daily performance and manager commentaries,
visit www.montgomeryfunds.com/Funds/MNSFX.html

<PAGE>

Global Long-Short Fund | MNGLX

Objective

o Long-term capital appreciation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in long and short positions in equity securities in the U.S. and abroad.

The Fund is designed to harness the original research ideas generated by
Montgomery's global research team to invest opportunistically around the world.
The Fund is designed to profit from security selection, using long, short and
leverage positions in combination to generate capital appreciation for the
portfolio.

Under normal conditions, the Fund invests at least 65% of its total assets in
long and short positions in equity securities of publicly traded companies in
the United States and in developed foreign and emerging markets. Using
fundamental analysis, the portfolio managers buy stocks "long" that they believe
will perform better than their peers, and sell stocks "short" that they believe
will underperform their peers. A long position is when the Fund purchases a
stock outright, whereas a short position is when the Fund sells a security that
it has borrowed. Short positions may be used to partially hedge long positions
or to garner returns from insights made from the portfolio managers' company
research. The Fund will realize a profit or incur a loss from a short position
depending on whether the value of the underlying stock decreases or increases,
respectively, between the time it is sold and when the Fund replaces the
borrowed security. Because of the Fund's capital appreciation objective, the
portfolio managers typically will maintain a net long exposure, rather than take
positions designed to leave the Fund market neutral. The portfolio managers may
also leverage the Fund's portfolio by engaging in margin borrowing or using
options and financial futures contracts in an effort to enhance returns.

Principal Risks [clipart]

This Fund uses investment approaches that may present substantially higher risks
and greater volatility than most mutual funds. The Fund seeks to increase return
by using margin, leverage, short sales and other forms of volatile financial
derivatives such as options and futures. This Fund is not appropriate for
conservative investors.

By investing in stocks, the Fund may expose you to certain risks that could
cause you to lose money, particularly a sudden decline in a holding's share
price or an overall decline in the stock market. Short sales are speculative
investments and will cause the Fund to lose money if the value of a security
does not go down as the managers expect. In addition, the use of borrowing and
short sales may cause the Fund to have higher expenses (especially interest and
dividend expenses) than those of other equity mutual funds.

By investing in foreign stocks, the Fund carries additional risks such as
regulatory, political and currency risk. Moreover, the Fund may invest up to 30%
of its total assets in emerging markets, which are far more volatile than the
U.S. market. See "Additional Investment Strategies and Related Risks" on page
__.

<PAGE>
INTERNATIONAL & GLOBAL EQUITY FUNDS

[bar chart]

98 99
------------------ ---------------
53.39%# 135.07%

During the two-year period described above in the bar chart, the Fund's best
quarter was Q4 1999 (+60.33%)# and the worst quarter was Q2 2000 (-11.22%).#

Global Long-Short Fund# 135.07% 89.89%
MSCI All-Country World Free Index+ 26.82% 24.37%
--------------------------------------------------------------------------------
1 Year Inception
(12/31/97)

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: -1.93% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

# The returns shown do not reflect the initial sales charge that applied to
certain shares purchased during that period which, if reflected, would
result in lower returns than those shown.

+ See page __ for a description of this index.

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 reinvesting dividends.
<CAPTION>
<S> <C>
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 1.40%
Distribution (12b-1) Fee 0.00%
Other Expenses 2.26%
Shareholder Servicing Fee 0.25%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 3.91%

++ 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 2.35%. This contract has a rolling
10-year term.
</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
-----------------------------------------------------
$391 $1,189 $2,002 $4,105

[clipart][sidebar]
Portfolio Management
Portfolio managers from the International
and Global Equity Teams.
For more details see pages ___

For financial highlights
see page ___

26
<PAGE>

For daily performance and manager commentaries,
visit www.montgomeryfunds.com/Funds/MNGLX.html

<PAGE>

Global Communications Fund | MNGCX

Objective

o Long-term capital appreciation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in companies involved in the communications industry in the U.S. and
abroad.

Under normal conditions, 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 of any size worldwide, including companies
involved in telecommunications, broadcasting, publishing, computer systems and
the Internet, among other industries. The Fund typically invests in at least
three countries, which may include the United States, with no more than 40% of
its assets in any one country other than the United States.

The Fund's portfolio managers seek well-managed communications companies that
they believe will be able to increase their sales and corporate earnings on a
sustained basis. From these prospective investments, the managers favor
companies that they consider 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 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.

Principal Risks [clipart]

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. Furthermore, most of the securities in which the
Fund invests are denominated in foreign currencies, whose value may decline
against the U.S. dollar.

<PAGE>

INTERNATIONAL & GLOBAL EQUITY FUNDS

[bar chart]

94 95 96 97 98 99
--------------- ------------- ------------ ------------- ------------ ----------
-13.41% 16.88% 8.02% 15.83% 54.97% 104.02%

During the six-year period described above in the bar chart, the Fund's best
quarter was Q4 1999 (+62.44%) and the worst quarter was Q3 1998 (-20.19%).

Global Communications Fund 104.02% 35.83% 29.18%
MSCI Telecommunications Index+ 42.75% 27.52% 20.60%*
MSCI World Index+ 25.34% 20.25% 13.94%*
--------------------------------------------------------------------------------
*Calculated from 5/31/93 1 Year 5 Years Inception
(6/1/93)

+See page __ for a description of these indices.

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: -20.60% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

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 reinvesting dividends.
<CAPTION>
<S> <C>
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 1.12%
Distribution/Service (12b-1) Fee 0.00%
Other Expenses 0.37%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.49%

1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------
$151 $470 $811 $1,773

[clipart][sidebar]
Portfolio Management
Oscar Castro, CFA
Stephen Parlett, CFA
For more details see page ___

For financial highlights,
see page ___

For daily performance and manager commentaries,
visit www.montgomeryfunds.com/Funds/MNGCX.html

<PAGE>

Emerging Markets Fund |MNEMX

Objective

o Long-term capital appreciation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in companies based or operating primarily in developing economies
throughout the world.

Under normal conditions, the Fund invests at least 65% of its total assets in
the stocks of companies of any size and based in the world's developing
economies. The Fund typically maintains investments in at least six 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

o Africa: Egypt, Ghana, Ivory Coast, Kenya, Morocco, Nigeria, South Africa,
Tunisia and Zimbabwe

The Fund's strategy combines in-depth financial review with 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 Fund allocates its assets among
emerging countries with stable or improving macroeconomic environments and
invests in companies within those countries that the portfolio managers believe
have high capital appreciation potential without excessive risks. The portfolio
managers strive to keep the Fund well diversified across individual stocks,
industries and countries to reduce its overall risk.

Principal Risks [clipart]

<PAGE>

INTERNATIONAL & GLOBAL EQUITY FUNDS

<TABLE>

[bar chart]

During the seven-year period described above in the bar chart, the Fund's best
quarter was Q4 1999 (+35.91%) and the worst quarter was Q3 1998 (-24.65%).

Emerging Markets Fund 63.16% -0.08% 4.97%
MSCI Emerging Markets Free Index+ 66.41% 2.00% 7.09%*
--------------------------------------------------------------------------------
1 Year 5 Years Inception
(3/1/92)

*Calculated from 2/28/92. +See page __ for a description of this index.

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: -18.36% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

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 reinvesting dividends.
<CAPTION>
<S> <C>
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 1.19%
Distribution/Service (12b-1) Fee 0.00%
Other Expenses 1.26%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 2.45%
Fee Reduction and/or Expense Reimbursement 0.16%
Net Expenses 2.29%

++ 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 rolling
10-year term.
</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
-----------------------------------------------------
$231 $713 $1,222 $2,613

[clipart][sidebar]
Portfolio Management
Josephine Jimenez, CFA
Frank Chiang
For more details see pages ___

For financial highlights
see page ___

31
<PAGE>

For daily performance and manager commentaries,
visit www.montgomeryfunds.com/Funds/MNEMX.html

<PAGE>

Emerging Markets 20 Portfolio |

Formerly named Montgomery Emerging Markets Focus Fund

Objective

o Long-term capital appreciation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in a concentrated portfolio of companies based or operating primarily in
developing economies through the world.

The Fund normally concentrates its investments in 20 to 30 companies, but
generally not fewer than 20. The Fund normally invests at least 65% of its total
assets in equity securities of not fewer than three but no more than 10
developing countries in the following regions: Latin America, Asia, Europe, the
Middle East and Africa. The Fund may invest up to 50% of its total assets in a
single emerging market.

The Fund's strategy combines in-depth financial review with on-site analysis of
companies, countries and regions to identify potential investments. The Fund's
portfolio manager 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 Fund allocates its assets among emerging
countries with stable or improving macroeconomic environments and invests in
companies within those countries that the portfolio manager believes have high
capital appreciation potential without excessive risks. The portfolio manager
may sell stocks "short" (sell a security the Fund does not own) in an effort to
partially hedge the Fund's other investments or to garner returns from insights
made from research.

Principal Risks [clipart]

By investing in stocks, the Fund may expose you to certain risks that could
cause you to lose money, particularly a decline in a holding's share price or an
overall decline in the 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 relative immaturity and occasional
instability. 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. The economies of emerging countries may be predominantly
based on only a few industries or on revenue from particular commodities and
international aid. Most of the securities in which the Fund invests are
denominated in foreign currencies, whose values may decline against the U.S.
dollar. Because the Fund will invest a larger percentage of its assets in fewer
countries, the value of an investment in the Fund may be more volatile and
subject to higher risks than investments in other general emerging markets
mutual funds or foreign stock mutual funds. Also, short sales are speculative
investments and will cause the Fund to lose money if the value of a security
does not go down as the portfolio manager expects. See "Additional Investment
Strategies and Related Risks" on page __.

<PAGE>
INTERNATIONAL & GLOBAL EQUITY FUNDS

[bar chart]

98 99
------------------- -----------------
-20.76% 122.38%

During the two-year period described above in the bar chart, the Fund's best
quarter was Q4 1999 (+44.29%) and the worst quarter was Q2 1998 (-18.36%).

Emerging Markets 20 Portfolio 122.38% 32.75%
MSCI Emerging Markets Free Index+ 66.41% 11.46%
--------------------------------------------------------------------------------
1 Year Inception
(12/31/97)

+See page __ for a description of this index.

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: -8.41% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

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 reinvesting dividends.
<CAPTION>
<S> <C>
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 1.10%
Distribution/Service (12b-1) Fee 0.00%
Other Expenses 5.05%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 6.15%
Fee Reduction and/or Expense Reimbursement 4.53%
Net Expenses 1.62%

++ 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 1.60%. This contract has a rolling
10-year term.
</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
-----------------------------------------------------
$164 $510 $879 $1,915

[clipart][sidebar]
Portfolio Management
Josephine Jimenez, CFA
For more details see page ___

For financial highlights
see page ___

For daily performance and manager commentaries,
visit www.montgomeryfunds.com/Funds/MNEFX.html

34
<PAGE>

Emerging Asia Fund | MNEAX

Objective

o Long-term capital appreciation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in companies based or operating primarily in developing economies of
Asia.

<TABLE>
Under normal conditions, 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:
<CAPTION>

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

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 five
exceptions are China/Hong Kong, India, Malaysia, South Korea and Taiwan, where
the Fund may invest more than one-third and up to substantially all of its
assets.

The Fund's strategy is to identify potential investments in the Asian markets by
conducting in-depth financial reviews and on-site analysis of companies and
countries in that region. The portfolio 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 Fund allocates its assets among countries with stable or
improving macroeconomic environments and invests in companies within those
countries that the portfolio manager believes have high capital appreciation
potential without excessive risks. The portfolio manager strives to keep the
Fund diversified across individual stocks and industries to reduce its overall
risk.

Principal Risks [clipart]

By investing in stocks, the Fund may expose you to certain risks that could
cause you to lose money, particularly a 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 concentration in Asian markets, as they tend to be much more volatile
than the U.S. due to relative immaturity and relative instability. For example,
the economies of emerging countries may be predominantly based on only a few
industries or on revenue from particular commodities and international aid. Some
emerging Asia countries have restricted the flow of money into or out of the
country. Emerging markets in general tend to be less liquid and offer less
regulatory protection for investors. Most of the securities in which the Fund
invests are denominated in foreign currencies, whose value may decline against
the U.S. dollar. See "Additional Investment Strategies and Related Risks" on
page __.

<PAGE>
INTERNATIONAL & GLOBAL EQUITY FUNDS

[bar chart]

97 98 99
------------------- ----------------- ----------------
-28.30% -14.72% 56.00%

During the three-year period described above in the bar chart, the Fund's best
quarter was Q2 1999 (+61.16%) and the worst quarter was Q4 1997 (-38.16%).

Emerging Asia Fund 56.00% 4.52%
MSCI All-Country
Asia Free (ex-Japan) Index+ 64.67% -2.27%
--------------------------------------------------------------------------------
1 Year Inception
(9/30/96)
+See page ___ for a description of this index.

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: -23.52% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

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 reinvesting dividends.
<CAPTION>
<S> <C>
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 1.84%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 3.09%
Fee Reduction and/or Expense Reimbursement 0.97%
Net Expenses 2.12%

++ 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 rolling
10-year term.
</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
-----------------------------------------------------
$214 $662 $1,138 $2,441

[clipart][sidebar]
Portfolio Management
Frank Chiang
For more details see page ___

For financial highlights
see page ___

For daily performance and manager commentaries,
visit www.montgomeryfunds.com/Funds/MNEAX.html

36
<PAGE>

Total Return Bond Fund | MNTRX

Objective

o Total return consisting of income and capital appreciation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in investment-grade bonds.

Under normal conditions, 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 managers believe
are comparable to investment-grade bonds.

The Fund may include bonds of any maturity, but generally the portfolio's
overall effective duration ranges between four and five-and-a-half years.
Effective duration is a measure of the expected change in value from changes in
interest rates. Typically, a bond with a low duration means that its value is
less sensitive to changes in interest rates, and a bond with a high duration
means that its value is more sensitive to changes in interest rates. The Fund
invests in bonds that the portfolio managers believe offer attractive yields and
are undervalued relative to issues of similar credit quality and interest rate
sensitivity.

Principal 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. A fund, such as
this one, which invests most of its assets in bonds, will behave largely the
same way. The Fund's investments in mortgage-related debt securities may expose
it to prepayment risks when interest rates fall because the portfolio managers
may have to reinvest the prepayment proceeds at lower interest rates than those
of its previous investments. As a result, the Fund is not appropriate for
investors whose primary investment objective is absolute stability of principal.
The Montgomery Total Return Bond Fund is not a money market fund.

<PAGE>

U.S. FIXED-INCOME & MONEY MARKET FUNDS

[bar chart]

98 99
------------------ ---------------
8.72% -0.59%

During the two-year period described above in the bar chart, the Fund's best
quarter was Q3 1998 (+4.30%) and the worst quarter was Q2 1999 (-0.86%).

Total Return Bond Fund -0.59% 5.76%
Lehman Brothers Aggregate Bond Index+ -0.82% 5.62%
--------------------------------------------------------------------------------
1 Year Inception
(6/30/97)

+See page ___ for a description of this index.

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: 7.88% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

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>
<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 0.63%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.13%
Fee Waiver and/or Expense Reimbursement 0.33%
Net Expenses 0.80%**

<FN>
* $10 will be deducted from redemption proceeds sent by wire or overnight
courier.

** Montgomery Asset Management enters into certain transactions that are
expected to increase the net income yield of the Fund (such as reverse
repurchase agreement transactions). These transactions, however, may also
generate interest charges, however, which are reflected in the expense
ratio above. The interest charges generated for the period presented were
0.10%. The operating expense ratio excluding these interest charges was
0.70%.
</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
-----------------------------------------------------
$81 $255 $443 $987

[clipart][sidebar]
Portfolio Management
William Stevens
Marie Chandoha
For more details see page ___

For financial highlights
see page ___

For daily performance and manager commentaries,
visit www.montgomeryfunds.com/Funds/MNTRX.html

38
<PAGE>

Short Duration Government Bond Fund | MNSGX

Objective

o Current income consistent with capital preservation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in short-term U.S. government securities.

Under normal conditions, 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 effective duration is less than that of a three-year U.S. Treasury note.
Effective duration is a measure of the expected change in value from changes in
interest rates. Typically, a bond with a low duration means that its value is
less sensitive to changes in interest rates, and a bond with a high duration
means that its value is more sensitive to changes in interest rates. The Fund
invests in bonds that the portfolio managers believe offer attractive yields and
are undervalued relative to issues of similar credit quality and interest rate
sensitivity.

Principal 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. A fund such as this one, which invests most of its assets in bonds
will behave largely the same way. The Fund's investments in mortgage-related
debt securities may expose it to prepayment risks when interest rates fall
because the portfolio managers may have to reinvest the prepayment proceeds at
lower interest rates than those of its previous investments. As a result, the
Fund is not appropriate for investors whose primary investment objective is
absolute stability of principal. The Montgomery Short Duration Government Bond
Fund is not a money market fund.

<PAGE>

U.S. FIXED-INCOME & MONEY MARKET FUNDS

<TABLE>
[bar chart]

During the seven-year period described above in the bar chart, the Fund's best
quarter was Q1 1995 (+3.39%) and the worst quarter was Q1 1994 (-0.23%).

Short Duration Gov't Bond Fund 2.56% 6.67% 6.09%
Lehman Brothers Gov't.
Bond 1-3 Year Index 2.98% 6.47% 5.44%*
--------------------------------------------------------------------------------
*Calculated from 11/30/92 1 Year 5 Years Inception
(12/18/92)

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: 5.35% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

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>
<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 1.11%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.61%
Fee Reduction and/or Expense Reimbursement 0.50%
Net Expenses 1.11%***

<FN>
** $10 will be deducted from redemption proceeds sent by wire or overnight
courier.

*** Montgomery Asset Management enters into certain transactions that are
expected to increase the net income yield of the Fund (such as reverse
repurchase agreement transactions). These transactions also generate
interest charges, however, which are reflected in the expense ratio above.
The interest charges generated for the period presented were 0.48%. The
operating expense ratio excluding these interest charges is 0.63%.
</FN>
</TABLE>

1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------
$113 $352 $610 $1,348

[clipart] [sidebar]
Portfolio Management
William Stevens
Marie Chandoha
For more details see page ___

For financial highlights
see page ___

For daily performance and manager commentaries,
visit www.montgomeryfunds.com/Funds/MNSGX.html

<PAGE>

Government Money Market Fund | MNGXX

Objective

o Current income consistent with liquidity and capital preservation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in money market eligible U.S. government securities.

Under normal conditions, the Fund invests at least 65% of its total assets 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"), in repurchase agreements for U.S. government
securities and in 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. The Fund invests in
compliance with industry-standard requirements for money market funds for the
quality, maturity and diversification of investments.

Principal 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 Money Market Fund is
neither insured nor guaranteed by the Federal Deposit Insurance Corporation
(FDIC) or any other government agency.

<PAGE>
U.S. FIXED-INCOME & MONEY MARKET FUNDS

<TABLE>
[bar chart]

During the seven-year period described above in the bar chart, the Fund's best
quarter was Q2 2000 (+1.57%) and the worst quarter was Q2 1993 (+0.65%).

Gov't Money Market Fund 4.87% 5.15% 4.56%
Lipper U.S. Gov't Money
Market Fund Average 4.46% 4.92% 4.33%
--------------------------------------------------------------------------------
1 Year 5 Years Inception
(9/14/92)

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: 4.48% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

Seven-Day Yield as of 6/30/00: 6.22%
--------------------------------------------------------------------------------
Call 800.572.FUND [3863] between 6:00 A.M. and 4:00 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 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>
<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 0.31%
Distribution/Service (12b-1) Fee 0.00%
Other Expenses 0.15%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.46%

<FN>
*$10 will be deducted from redemption proceeds sent by wire or overnight
courier.
</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
-----------------------------------------------------
$47 $147 $257 $578

[clipart][sidebar]
Portfolio Management
William Stevens
For more details see page ___

For financial highlights
see pages ___

For daily performance and manager commentaries,
visit www.montgomeryfunds.com/Funds/MNGXX.html

42
<PAGE>

California Tax-Free Intermediate Bond Fund | MNCTX

This Fund is intended for California residents only

Objective

o High current income exempt from federal and California state personal
income taxes
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in intermediate-maturity California municipal bonds.

Under normal conditions, the Fund invests at least 80% of its net assets in
intermediate-term, investment-grade California municipal bonds, the interest
from which is exempt from federal and California personal income taxes and the
alternative minimum tax. 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 bonds.

The Fund may purchase bonds of any maturity, but generally the portfolio's
average dollar-weighted maturity ranges from five to 10 years. The Fund's
portfolio manager invests in 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, the portfolio manager strives to diversify the
portfolio across sectors and issuers within that market. The portfolio manager
has historically invested more of the Fund's assets in better-quality
investment-grade securities than lower-quality investment-grade securities.

Principal 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. 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.

<PAGE>

U.S. FIXED-INCOME & MONEY MARKET FUNDS

<TABLE>
[bar chart]

During the six-year period described above in the bar chart, the Fund's best
quarter was Q3 1998 (+3.59%) and the worst quarter was Q2 1999 (-2.02%).

CA Tax-Free Int. Bond Fund -1.24% 5.57% 4.63%
Merrill Lynch CA Intermediate
Municipal Bond Index 0.27% 5.77% 4.27%*
--------------------------------------------------------------------------------
*Calculated from 6/30/93 1 Year 5 Years Inception
(7/1/93)

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: 6.32% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

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>
<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 Reduction and/or Expense Reimbursement 0.49%
Net Expenses 0.70%

<FN>
** $10 will be deducted from redemption proceeds sent by wire or overnight
courier.

+ 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 rolling
10-year term.
</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

[clipart][sidebar]
Portfolio Management
William Stevens
For more details see page ___

For financial highlights
see page ___

For daily performance and manager commentaries,
visit www.montgomeryfunds.com/Funds/MNCTX.html

44
<PAGE>

California Tax-Free Money Fund | MCFXX

This Fund is intended for California residents only

Objective

o Current income exempt from federal and California income taxes,
consistent with liquidity and capital preservation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in money market eligible California municipal bonds.

Under normal circumstances, the Fund invests at least 80% of its net assets in
short-term, high-quality municipal bonds and notes, and in only those municipal
securities the interest from which is expected to be exempt from federal and
California personal income taxes and the alternative minimum tax. 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. The Fund generally
concentrates its assets in California municipal bonds; however, its portfolio
manager strives to diversify the portfolio across sectors and issuers within
that market. The Fund invests in compliance with industry-standard requirements
for money market funds for the quality, maturity and diversification of
investments.

Principal 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.

<PAGE>
U.S. FIXED-INCOME & MONEY MARKET FUNDS

[bar chart]
95 96 97 98 99
--------------- ------------- ------------ ------------- -----------------
3.36% 2.90% 3.03% 2.85% 2.52%

During the five-year period described above in the bar chart, the Fund's best
quarter was Q4 1994 (+0.91%) and the worst quarter was Q3 1999 (+0.59%).

CA Tax-Free Money Fund 2.52% 2.93% 2.96%
Lipper California Tax-Exempt
Money Market Funds Average 2.48% 2.89% 2.89%
--------------------------------------------------------------------------------
1 Year 5 Year Inception
(9/30/94)

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: 2.27% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

Seven-Day Yield as of 6/30/00: 3.55%
--------------------------------------------------------------------------------
Call 800.572.FUND [3863] between 6:00 A.M. and 4:00 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 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>
<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 0.18%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.58%

<FN>
* $10 will be deducted from redemption proceeds sent by wire or overnight
courier.
</FN>
</TABLE>

1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------
$59 $185 $323 $724

[clipart][sidebar]
Portfolio Management
William Stevens
For more details see page ___

For financial highlights
see page ___

For daily performance and manager commentaries,
visit www.montgomeryfunds.com/Funds/MCFXX.html

46
<PAGE>

Federal Tax-Free Money Fund | MFFXX

Objective

o Current income exempt from federal income taxes, consistent with
liquidity and capital preservation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in money market eligible municipal bonds.

Under normal conditions, 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. The Fund invests in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

Principal 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.

<PAGE>

U.S. FIXED-INCOME & MONEY MARKET FUNDS

[bar chart]

97 98 99
------------------- ----------------- ----------------
3.18% 3.03% 2.80%

During the three-year period described above in the bar chart, the Fund's best
quarter was Q2 2000 (+0.99%) and the worst quarter was Q1 1999 (+0.62%).

Federal Tax-Free Money Fund 2.80% 3.08%
Lipper Tax-Exempt Money
Market Funds Average 2.67% 2.93%
-----------------------------------------------------------------------------
1 Year Inception
(7/15/96)

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: 2.74% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

Seven-Day Yield as of 6/30/00: 3.97%
--------------------------------------------------------------------------------
Call 800.572.FUND [3863] between 6:00 A.M. and 4:00 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 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>
<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 0.37%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.77%
Fee Reduction and/or Expense Reimbursement 0.17%
Net Expenses 0.60%

<FN>
* $10 will be deducted from redemption proceeds sent by wire or overnight
courier.

+ 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 rolling
10-year term.
</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

[clipart] [sidebar]
Portfolio Management
William Stevens
For more details see page ___

For financial highlights
see page ___

48
<PAGE>

For daily performance and manager commentaries,
visit www.montgomeryfunds.com/Funds/MFFXX.html

<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
September 30, 2000 Montgomery Asset Management managed approximately $5 billion
on behalf of some 184,000 investors in The Montgomery Funds.

U.S. Equity Funds

[photo] PAUL LAROCCO, CFA, Portfolio Manager

o Montgomery Small Cap Fund

o Montgomery Mid Cap 20 Portfolio

Mr. LaRocco joined Montgomery in 2000, co-managing the Montgomery Small Cap Fund
and the Mid Cap 20 Portfolio. From 1998 to 2000, he was a senior portfolio
manager at Founders Asset Management, with responsibility for several large- and
mid-cap growth funds. Prior to that he was a portfolio manager for a number of
small- and mid-cap funds at Oppenheimer Funds from 1993 to 1998. Mr. LaRocco
holds a Master of Business Administration degree in Finance from the University
of Chicago Graduate School of Business and has a Bachelor of Science degree in
Physiological Psychology and a Bachelor of Arts degree in Biological Sciences
from the University of California, Santa Barbara. He is a Chartered Financial
Analyst.

[photo] KATHRYN PETERS, Portfolio Manager and Principal

o Montgomery U.S. Emerging Growth Fund

Ms. Peters joined Montgomery in 1995 as an analyst on the U.S. Growth Equity
team, responsible for the Montgomery U.S. Emerging Growth and Growth Funds. She
became portfolio manager for the U.S. Emerging Growth Fund in 1996. Before
joining Montgomery, Ms. Peters worked for the investment banking division of
Donaldson, Lufkin & Jenrette in New York, where she evaluated prospective equity
investments for the merchant banking fund and processed investment banking
transactions, including equity and high-yield offerings. Prior to that she
analyzed mezzanine investments for Barclays de Zoete Wedd in New York and worked
in the leveraged buyout group of Marine Midland Bank. Ms. Peters began her
investment career in 1987. She has a Master of Business Administration degree
from the Harvard Graduate School of Business Administration and a Bachelor of
Arts degree, magna cum laude, in Psychology with a concentration in Business
from Boston College.

[photo] ANDREW PRATT, CFA, Portfolio Manager and Principal

o Montgomery Growth Fund

o Montgomery Balanced Fund

Mr. Pratt joined Montgomery in 1993 as part of the Growth Equity team,
responsible for managing the Montgomery Growth and U.S. Emerging Growth Funds.
In 2000 he became portfolio manager of the Growth Fund and co-manager of the
Balanced Fund. In addition, he has been managing U.S. equity portfolios for
institutional clients. Prior to joining Montgomery, Mr. Pratt was with
Hewlett-Packard as an equity analyst covering a variety of industry groups.
While at HP he also managed a portfolio of small-cap technology companies and
researched private placement and venture capital investments. Mr. Pratt holds a
Bachelor of Business Administration degree from the University of Wisconsin and
a Master of Science degree in Finance from Boston College. He is a Chartered
Financial Analyst.

[photo] JEROME "CAM" PHILPOTT, CFA, Portfolio Manager and Principal

o Montgomery Small Cap Fund

o Montgomery Mid Cap 20 Portfolio

Mr. Philpott joined Montgomery in 1991 as an analyst for the Small Cap Equity
team. He has co-managed the Montgomery Small Cap Fund since 1993 and the Mid Cap
20 Portfolio since its inception in

<PAGE>

2000. Prior to Montgomery, Mr. Philpott served as a securities analyst with
Boettcher & Company, where he focused on the consumer and telecommunications
industries. Prior to that he worked as a general securities analyst at Berger
Associates, Inc., an investment management firm. Mr. Philpott holds a Master of
Business Administration degree from the Darden School at the University of
Virginia and a Bachelor of Arts degree in Economics from Washington and Lee
University. He is a Chartered Financial Analyst.

[photo] CHARLES I. REED, CFA, Portfolio Manager

o Montgomery Small Cap Fund

o Montgomery Mid Cap 20 Portfolio

Mr. Reed joined Montgomery in 1997 as an analyst for the Small Cap Equity team.
He has co-managed the Montgomery Small Cap Fund and the Mid Cap 20 Portfolio
since 2000. From 1995 to 1997, he was an equity analyst for Berger Associates,
Inc., where he conducted research on publicly traded companies, performed
fundamental analysis of data networking companies, and developed and maintained
financial models on companies within the financial telecommunications and
temporary staffing industries. From 1992 to 1995, Mr. Reed worked as a project
manager for Lipper Analytical Services, Inc., performing mutual fund analysis on
performance and expenses. He received a Bachelor of Science degree in Finance
from Colorado State University and a Master of Science degree in Finance with an
emphasis in Financial Analysis from the University of Colorado. Mr. Reed is a
Chartered Financial Analyst.

[photo] STUART ROBERTS, Senior Portfolio Manager and Principal

o Montgomery Small Cap Fund

Mr. Roberts has been managing the Montgomery Small Cap Fund since its inception
in 1990 and has specialized in small-cap growth investing since 1983. Prior to
joining Montgomery, he was vice president and portfolio manager at Founders
Asset Management, where he was responsible for managing three separate
growth-oriented small-cap mutual funds. Before joining Founders, Mr. Roberts
managed a health-care sector mutual fund as portfolio manager at Financial
Programs, Inc. He holds a Master of Business Administration degree from the
University of Colorado and a Bachelor of Arts degree in Economics and History
from Bowdoin College.

International and Global Equity Funds

[photo] JOHN BOICH, CFA, Senior Portfolio Manager and Principal

o Montgomery Global Opportunities Fund

o Montgomery International Growth Fund

o Montgomery International 20 Portfolio

o Montgomery Global 20 Portfolio

o Montgomery Global Long-Short Fund

Mr. Boich has co-managed the Montgomery Global Opportunities Fund since its
inception in 1993. He has co-managed the International Growth Fund since its
launch in 1995 and the International 20 Portfolio since its launch in 1999. In
addition, he has co-managed the Global 20 Portfolio and the Global Long-Short
Fund since 2000. Previously, Mr. Boich was vice president and portfolio manager
at The Boston Company Institutional Investors, Inc., responsible for the
development and subsequent management of its flagship international equity
product. Prior to that he was a founder and co-manager of the Common Goal World
Fund, a global equity partnership. Mr. Boich holds a Bachelor of Arts degree in
Economics from the University of Colorado and is a Chartered Financial Analyst.

[photo] OSCAR CASTRO, CFA, Senior Portfolio Manager and Principal

o Montgomery Global Opportunities Fund

o Montgomery Global Communications Fund

o Montgomery International Growth Fund

o Montgomery International 20 Portfolio

o Montgomery Global 20 Portfolio

<PAGE>

o Montgomery Global Long-Short Fund

Mr. Castro has co-managed the Montgomery Global Opportunities Fund and managed
the Communications Fund since their launch in 1993. He has co-managed the
International Growth Fund since its inception in 1995 and the International 20
Portfolio since its inception in 1999. In addition, Mr. Castro has co-managed
the Global 20 Portfolio and the Global Long-Short Fund since 2000. Prior to
joining Montgomery, Mr. Castro was vice president and portfolio manager at G.T.
Capital Management, where he helped launch and manage mutual funds specializing
in global telecommunications and Latin America. Prior to that he was a founder
and co-manager of the Common Goal World Fund, a global equity partnership. Mr.
Castro holds a master of Business Administration degree in Finance from Drexel
University in Pennsylvania and a Bachelor of Science degree in Chemical
Engineering from Simon Bolivar University in Venezuela. He is a Chartered
Financial Analyst.

[photo] FRANK CHIANG, Portfolio Manager and Principal

o Montgomery Emerging Markets Fund

o Montgomery Emerging Asia Fund

Mr. Chiang joined Montgomery in 1996, co-managing the Montgomery Emerging
Markets Fund and managing the Emerging Asia Fund since its inception. From 1993
to 1996, he was with TCW Asia Ltd., Hong Kong, where he was a managing director
and portfolio manager responsible for TCW's Asian Equity strategy. Prior to that
he was associate director and portfolio manager for Wardley Investment Services,
Hong Kong, where he created and managed three dedicated China funds. Mr. Chiang
has a Bachelor of Science degree in Physics and Mathematics from McGill
University in Montreal, Canada, and a Master of Business Administration and
Finance degree from New York University. He is fluent in three Chinese dialects:
Mandarin, Shanghainese and Cantonese.

[photo] JOSEPHINE JIMENEZ, CFA, Senior Portfolio Manager and Principal

o Montgomery Emerging Markets Fund

o Montgomery Emerging Markets 20 Portfolio

o Montgomery Global Long-Short Fund

Ms. Jimenez joined Montgomery in 1991 to launch the firm's emerging markets
discipline and has managed the Montgomery Emerging Markets Fund since it
launched in 1992. In addition, she has managed the Montgomery Emerging Markets
20 Portfolio since its inception in 1997 and co-managed the Global Long-Short
Fund since 1999. Prior to joining Montgomery, Ms. Jimenez was a portfolio
manager at Emerging Markets Investors Corporation. From 1981 through 1988, she
analyzed U.S. equity securities, first at Massachusetts Mutual Life Insurance
Company, then at Shawmut Corporation. She received a Master of Science degree
from the Massachusetts Institute of Technology and a Bachelor of Science degree
from New York University. She is a Chartered Financial Analyst.

[photo] CHETAN JOGLEKAR, Portfolio Manager

o Montgomery Global Long-Short Fund

Mr. Joglekar joined Montgomery in 1997 as a senior trader responsible for the
Asian and European markets. He has been involved in executing long and short
trades for the Montgomery Global Long-Short Fund since its inception and has
been co-managing the Fund since 2000. From 1995 to 1997, he was the chief trader
at Janhavi Securities PVT Ltd., a brokerage house based in India. Mr. Joglekar
holds a Bachelor of Engineering degree with a concentration in Mechanical
Engineering from the University of Pune in India.

[photo] DANIEL S. KERN, CFA, Portfolio Manager and Principal

o Montgomery Global Long-Short Fund

Mr. Kern joined Montgomery in 1995 as manager of Private Asset Management and
later contributed to the investment implementation of all of Montgomery's
investment disciplines. Most recently, he is responsible for Montgomery's
international product area and has been co-managing the Montgomery

<PAGE>

Global Long-Short Fund since 2000. Mr. Kern began his investment management
career in 1990, and was previously a vice president at Wells Fargo Bank. He has
a Bachelor of Arts degree in Economics from Brandeis University and a Master of
Business Administration degree from the Walter A. Haas School of Business at the
University of California at Berkeley. Mr. Kern is a Chartered Financial Analyst.

[photo] NANCY KUKACKA, Portfolio Manager and Principal

o Montgomery Global Long-Short Fund

Ms. Kukacka has been managing the Montgomery Global Long-Short Fund since its
launch in 1997. She joined Montgomery in 1995 as a global equity research
analyst in the consumer non-durables, consumer services and health-care sectors.
Before joining Montgomery she worked as an equity research analyst at CS First
Boston Investments, covering the consumer cyclical and non-durables sectors, and
at RCM Capital Management. Ms. Kukacka holds a Bachelor of Arts degree in
Economics with minors in Chemistry and Biology from Bucknell University.

[photo] STEPHEN PARLETT, CFA, Portfolio Manager and Principal

o Montgomery Global Communications Fund

Since joining the Montgomery Global Equity team in 1995, Mr. Parlett has been
responsible for global communications sector analysis. He has co-managed the
Montgomery Global Communications Fund since 2000. Prior to that he was the
firm's portfolio accounting manager, helping implement a new international
portfolio accounting system. Before joining Montgomery in 1993, he was an
international portfolio accountant at G.T. Capital Management. Mr. Parlett holds
a Bachelor of Science degree in Finance from California State University,
Sacramento, and is a Chartered Financial Analyst.

[photo] S. BOB REZAEE, Portfolio Manager and Principal

o Montgomery Global Long-Short Fund

Since joining Montgomery is 1998, Mr. Rezaee has been the sector team leader
responsible for leading research in the global technology sector. He has been
co-managing the Montgomery Global Long-Short Fund since 2000. Mr. Rezaee began
his investment career in 1993. From 1993 to 1998, he worked at Dresdner RCM
Global Investors as an analyst specializing in networking, telecommunications
equipment and enterprise software. Prior to that he worked as a senior financial
analyst at the corporate sector for both The Gap and Chevron. Mr. Rezaee holds a
Bachelor of Business Administration degree in both Accounting and Finance from
Texas Tech University. He is a level III Chartered Financial Analyst candidate.

U.S. Fixed-Income and Money Market Funds

[photo] MARIE CHANDOHA, Portfolio Manager and Principal

o Montgomery Total Return Bond Fund

o Montgomery Short Duration Government Bond Fund

Ms. Chandoha joined Montgomery in 1999 as portfolio manager of the Montgomery
Total Return Bond and Short Duration Government Bond Funds. She began her
investment career in 1983. From 1996 to 1999, she was chief bond strategist at
Goldman Sachs, where she advised institutional clients on optimal asset
allocation strategies in the U.S. bond market. From 1994 to 1996, she was
managing director of global fixed-income and economics research at Credit Suisse
First Boston, where she managed the global bond and economics research
department. Ms. Chandoha is a Phi Beta Kappa graduate of Harvard University,
with a Bachelor of Arts degree in Economics.

<PAGE>

[photo] WILLIAM STEVENS, Senior Portfolio Manager and Principal

o Montgomery Fixed-Income Funds

o Montgomery Balanced Fund

Mr. Stevens began his investment career in 1984 and has directed Montgomery's
U.S. Fixed-Income team since joining the firm in 1992, managing all Fixed-Income
Funds since their inceptions. He has also managed the Balanced Fund since its
launch in 1994. Prior to Montgomery he was responsible for starting the
collateralized mortgage obligation and asset-backed securities trading
department at Barclays de Zoete Wedd Securities. Previously, he had headed the
structured product department at Drexel Burnham Lambert, which included both
origination and trading. Mr. Stevens has a Master of Business Administration
degree from the Harvard Business School and is a Phi Beta Kappa graduate of
Wesleyan University.

Management Fees and Operating Expense Limits

The table below shows the management fee rate actually paid to Montgomery Asset
Management over the past fiscal year and the contractual limits on total
operating expenses for each Fund. The management fee amounts shown may vary from
year to year, depending on actual expenses. Actual fee rates may be greater than
contractual rates to the extent Montgomery recouped previously deferred fees
during the fiscal year.

<TABLE>
<CAPTION>
LOWER OF TOTAL
MANAGEMENT EXPENSE LIMIT OR
FEES ACTUAL TOTAL EXPENSES
MONTGOMERY FUND (annual rate) (annual rate)
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
U.S. Equity Funds
Montgomery Growth Fund 1.00% 1.49%
Montgomery Mid Cap 20 Portfolio 1.00% 1.40%
Montgomery U.S. Emerging Growth Fund 0.99% 1.50%
Montgomery Small Cap Fund 1.00% 1.35%
Montgomery Balanced Fund 0.00% 1.30%

International and Global Equity Funds
Montgomery International Growth Fund 1.05% 1.65%
Montgomery International 20 Portfolio 0.54% 1.65%
Montgomery Global Opportunities Fund 1.39% 1.90%
Montgomery Global 20 Portfolio 1.22% 1.80%
Montgomery Global Long-Short Fund 1.46% 2.06%
Montgomery Global Communications Fund 1.12% 1.49%
Montgomery Emerging Markets Fund 1.15% 1.90%
Montgomery Emerging Markets 20 Portfolio 1.10% 1.60%
Montgomery Emerging Asia Fund 0.87% 1.90%

U.S. Fixed-Income and Money Market Funds
Montgomery Total Return Bond Fund 0.33% 0.70%
Montgomery Short Duration Government Bond Fund 0.27% 0.63%
Montgomery Government Money Market Fund 0.31% 0.46%
Montgomery California Tax-Free Intermediate Bond Fund 0.40% 0.70%
Montgomery California Tax-Free Money Fund 0.42% 0.58%
Montgomery Federal Tax-Free Money Fund 0.40% 0.60%
</TABLE>

<PAGE>

Additional Investmrnt Strategies and Related Risks

Montgomery International 20 Portfolio

To the extent that the Fund invests in Japanese securities, the Fund exposes
shareholders to certain risks. The Fund's share value may be more volatile than
that of mutual funds not sharing this geographic concentration. The value of the
Fund's shares may vary dramatically in response to political and economic
factors affecting companies in Japan.

Securities in Japan are denominated and quoted in yen. Yen are fully convertible
and transferable, based on floating exchange rates, into all readily convertible
currencies; there are no administrative or legal restrictions for both residents
and non-residents of Japan. As a result, in the absence of a successful currency
hedge, the value of the Fund's assets as measured in U.S. dollars may be
affected favorably or unfavorably by fluctuations in the value of Japanese yen
relative to the U.S. dollar.

The decline in the Japanese securities market since 1989 has contributed to a
weakness in the Japanese economy, and the impact of a further decline cannot be
ascertained. The common stocks of many Japanese companies continue to trade at
high price-to-earnings ratios in comparison with those in the United States,
even after that market decline. Differences in accounting methods make it
difficult to compare the earnings of Japanese companies with those of companies
in other countries, especially the United States.

Montgomery Global Long-Short Fund

General. The Fund is considered to have invested at least 65% of its total
assets in long and short positions in equity securities when the value of long
positions in equity securities and the value of assets serving as collateral for
short positions together constitute at least 65% of the value of its total
assets. The value of long and short positions will not necessarily be equal.

Short Sales. When Montgomery believes that a security is overvalued, it may sell
the security short and borrow the same security from a broker or other
institution to complete the sale. If the price of the security decreases in
value, the Fund may make a profit and, conversely, if the security increases in
value, the Fund will incur a loss because it will have to replace the borrowed
security by purchasing it at a higher price. There can be no assurance that the
Fund will be able to close out the short position at any particular time or at
an acceptable price. Although the Fund's gain is limited to the amount at which
it sold a security short, its potential loss is not limited. A lender may
request that the borrowed securities be returned on short notice; if that occurs
at a time when other short sellers of the subject security are receiving similar
requests, a "short squeeze" can occur. This means that the Fund might be
compelled, at the most disadvantageous time, to replace borrowed securities
previously sold short, with purchases on the open market at prices significantly
greater than those at which the securities were sold short. Short selling also
may produce higher than normal portfolio turnover and result in increased
transaction costs to the Fund.

The Fund also may make short sales "against-the-box," in which it sells short
securities it owns. The Fund will incur transaction costs, including interest
expenses, in connection with opening, maintaining and closing short sales
against-the-box, which result in a "constructive sale," requiring the Fund to
recognize any taxable gain from the transaction.

Until the Fund replaces a borrowed security, it will designate sufficient U.S.
government securities, and other liquid debt and equity securities to cover any
difference between the value of the security sold short and any collateral
deposited with a broker or other custodian. In addition, the value of the
designated securities must be at least equal to the original value of the
securities sold short. Depending on arrangements made with the broker or
custodian, the Fund may not receive any payments (including

<PAGE>

interest) on collateral deposited with the broker or custodian. The Fund will
not make a short sale if, immediately before the transaction, the market value
of all securities sold exceeds 100% of the value of the Fund's net assets.

Borrowing/Leverage. The Fund may borrow money from banks and engage in reverse
repurchase transactions for temporary or emergency purposes. The Fund may borrow
from broker-dealers and other institutions to leverage a transaction. Total bank
borrowings may not exceed one-third of the value of the Fund's assets. The Fund
also may leverage its portfolio through margin borrowing and other techniques in
an effort to increase total return. Although leverage creates an opportunity for
increased income and gain, it also creates certain risks. For example,
leveraging may magnify changes in the net asset values of the Fund's shares and
in its portfolio yield. Although margin borrowing will be fully collateralized,
the Fund's assets may change in value while the borrowing is outstanding.
Leveraging creates interest expenses that can exceed the income from the assets
retained.

Foreign Securities. By investing in foreign stocks, the Fund exposes
shareholders to additional risks. Foreign stock markets tend to be more volatile
than the U.S. market due to economic and political instability and regulatory
conditions in some countries. 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 predominately based on only a few industries or on revenue from
particular commodities, international aid and other assistance. Most of the
securities in which the Fund invests are denominated in foreign currencies,
whose value may decline against the U.S. dollar. Furthermore, during the period
following the January 1, 1999, introduction by the European Union of a single
European currency (the euro), market uncertainties and even market disruptions
could negatively affect the Fund's investments in European companies.

Emerging Markets 20 Portfolio

The Fund's portfolio manager may sell stocks "short" that it believes will go
down. A short position is when the Fund sells a security that it has borrowed.
The Fund will realize a profit or incur a loss from a short position depending
on whether the value of the underlying stock increases or decreases between the
time it is sold and when the Fund replaces the borrowed security. As a result,
an investment in this Fund may be more volatile than investments in other mutual
funds. This Fund is not appropriate for conservative investors.

There can be no assurance that the Fund will be able to close out the short
position at any particular time or at an acceptable price. Although the Fund's
gain is limited to the amount at which it sold a security short, its potential
loss is not limited. A lender may request that the borrowed securities be
returned on short notice; if that occurs at a time when other short sellers of
the subject security are receiving similar requests, a "short squeeze" can
occur. This means that the Fund might be compelled, at the most disadvantageous
time, to replace borrowed securities previously sold short, with purchases on
the open market at prices significantly greater than those at which the
securities were sold short. Short selling also may produce higher than normal
portfolio turnover and result in increased transaction costs to the Fund.

The Fund also may make short sales "against-the-box," in which it sells short
securities it owns. The Fund will incur transaction costs when opening,
maintaining and closing short sales against-the-box, that result in a
"constructive sale," requiring the Fund to recognize any taxable gain from the
transaction.

Until the Fund replaces a borrowed security, it will designate sufficient U.S.
government securities and other liquid debt and equity securities to cover any
difference between the value of the security sold short and any collateral
deposited with a broker or other custodian. In addition, the value of the
designated securities must be at least equal to the original value of the
securities sold short. Depending on arrangements made with the broker or
custodian, the Fund may not receive any payments (including

<PAGE>

Montgomery Emerging Asia Fund

By investing in emerging Asia markets, the Fund exposes shareholders to
additional risks. For example, the stock markets of China/Hong Kong, India and
South Korea tend to be much more volatile than the U.S. market due to their
relative immaturity and occasional instability. Malaysia has restricted the flow
of money into and out of the country. Finally, investing in the securities of
South Korean and Taiwanese companies may involve risks of political, economic
and social uncertainty and instability, including the potential for military
action between South and North Korea and between mainland China and Taiwan. In
the latter part of 1997, South Korea experienced a national financial crisis,
which has led to a recessionary environment and is continuing with serious
consequences for unemployment and domestic business activities. The full impact
of this recessionary environment cannot be predicted, but widespread
restructuring and consolidation as well as a continued high rate of bankruptcies
can be expected. As a defensive measure to these risks, the Fund may invest in
the stocks of companies located in Japan, Australia or New Zealand.

The Euro: Single European Currency

Investors in the International and Global Equity Funds should note the
following: On January 1, 1999, the European Union (EU) introduced a single
European currency called the euro. Eleven of the 15 EU members have begun to
convert their currencies to the euro: Austria, Belgium, Finland, France,
Germany, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain
(leaving out Britain, Sweden, Denmark and Greece). For the first three years,
the euro will be a phantom currency (only an accounting entry). Euro notes and
coins will begin circulating in 2002.

The introduction of the euro has occurred, but the following uncertainties will
continue to exist for some time:

o Whether the payment, valuation and operational systems of banks and
financial institutions can operate reliably

o The applicable conversion rate for contracts stated in the national
currency of an EU member

o How clearing and settlement systems needed to process transactions
reliably will work

o What the effects of the euro on European financial and commercial
markets will be

o How new legislation and regulations will affect euro-related issues

These and other factors could cause market disruptions and affect the value of
your shares in a Fund that invests in companies conducting business in Europe.
Montgomery and its key service providers have taken steps to address
euro-related issues, but there can be no assurance that these efforts will be
sufficient.

Defensive Investments

At the discretion of its portfolio manager(s), each Montgomery Fund may invest
up to 100% of its assets in cash for temporary defensive purposes. No Fund is
required or expected to take such a defensive posture. But if used, such an
unlikely 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.

<PAGE>

Portfolio Turnover

The Funds' 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
styles: Growth, Small Cap, International Growth, Global Opportunities, Emerging
Asia, Global Long-Short, Global 20, Balanced Mid Cap 20, and Total Return Bond
Funds and Mid Cap 20, International 20 and Emerging Markets 20 Portfolios. See
"Financial Highlights," beginning on page __, for each Fund's historical
portfolio turnover.

Additional Benchmark Information

o The Lehman Brothers Aggregate Bond Index is composed of securities from
the Lehman Brothers Government/Corporate Bond Index, Mortgage-Backed
Securities Index and Yankee Bond Index (all U.S. dollar-denominated,
SEC-registered, fixed- rate debt issued or guaranteed by foreign
governments, municipalities, government agencies or international
agencies). Total return comprises price appreciation/ depreciation and
income as a percentage of the original investment. The index is rebalanced
monthly by market capitalization.

o The Morgan Stanley Capital International (MSCI) All-Country Asia-Free
(ex-Japan) Index comprises equities in 12 countries in the Asia Pacific
region.

o The MSCI All-Country World Free Index is a capitalization-weighted index
composed of securities listed on the stock exchanges of more than 45
developed and emerging countries, including the United States.

o The MSCI Emerging Markets Free Index is an unmanaged,
capitalization-weighted composite index that covers individual securities
within the equity markets of approximately 25 emerging markets countries.

o The MSCI Europe, Australasia and Far East (EAFE) Index, a
capitalization-weighted index, is composed of 21 developed market countries
in Europe, Australasia and the Far East. The returns are presented net of
dividend withholding taxes.

o The MSCI Telecommunications Index is a capitalization-weighted index
comprising of equity securities of communications companies in developed
countries worldwide.

o The MSCI World Index measures the performance of selected stocks in 22
developed countries. The index is presented net of dividend withholding
taxes.

o The Russell 2000 Index is a capitalization-weighted total return index
that includes the smallest 2,000 companies within the Russell 3000 Index.

o The Standard & Poor's (S&P) 500 Index covers 500 industrial, utility,
transportation and financial companies of the U.S. markets. It is a
capitalization-weighted index calculated on a total return basis with
dividends reinvested.

o The S&P Mid Cap 400 Index is an unmanaged broad-based composite index
that measures the performance of 400 mid-sized companies (with market
capitalizations between $189 million and $23 billion) in the U.S. market.

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand the Funds'
performance for the periods shown.

The following selected per-share data and ratios for the periods ended June 30,
2000, June 30, 1999, March 31, 1999, and June 30, 1998, were audited by
PricewaterhouseCoopers LLP.

Their August 18, 2000, August 18, 1999, June 11, 1999, and August 14, 1998,
reports appear in the 2000, 1999 and 1998 Annual Reports of the Funds.
Information for the periods ended June 30, 1995, through June 30, 1997, was
audited by other independent accountants, whose report is not included here.

The total return figures in the tables represent the rate an investor would have
earned (or lost) on an investment in the relevant Fund (assuming reinvestment of
all dividends and distributions).

<TABLE>
[table]

<CAPTION>
U.S. Equity Funds

Growth Fund

Fiscal Year Ended June 30,
Selected Per-Share Data for the Year or Period Ended: 2000## 1999## 1998## 1997## 1996
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value - Beginning of Period $ 24.34 $ 23.68 $ 23.07 $ 21.94 $ 19.16

Net investment income/(loss) 0.00#++ 0.09 0.17 0.15 0.17

Net realized and unrealized gain/(loss)
on investments (0.04) 2.24 3.51 3.90 4.32

Net increase/(decrease) in net assets
resulting from investment operations (0.04) 2.33 3.68 4.05 4.49

Distributions:
Dividends from net investment income (0.18) (0.10) (0.15) (0.15) (0.17)
Dividends in excess of net investment income -- -- -- -- --
Distributions from net realized capital gains (3.01) (1.57) (2.92) (2.77) (1.54)
Distributions in excess of net realized
capital gains -- -- -- -- --
Distributions from capital -- -- -- -- --

Total distributions (3.19) (1.67) (3.07) (2.92) (1.71)

Net Asset Value - End of Period $ 21.11 $ 24.34 $ 23.68 $ 23.07 $ 21.94
====================================================================================================================================
Total Return** 0.47% 11.41% 17.31% 20.44% 24.85%

Ratios to Average Net Assets/Supplemental Data

Net assets, end of period (in 000s) $ 414,632 $ 669,789 $1,382,874 $1,137,343 $ 926,382

Ratio of net investment income/(loss) to average
net assets (0.02)% 0.46% 0.71% 0.69% 0.78%

Net investment income/(loss) before deferral
of fees by Manager $ 0.00# $ 0.09 $ 0.17 -- --

Portfolio turnover rate 79% 39% 54% 61% 118%

Expense ratio including interest and tax expenses 1.49% 1.38% 1.20% 1.27% 1.35%

Expense ratio before deferral of fees by
Manager including interest and tax expenses 1.49% 1.38% 1.20% -- --

Expense ratio excluding interest and tax expenses 1.46% 1.35% 1.19% -- --

<FN>
** Total return represents aggregate total return for the periods indicated.

# Amount represents less than $0.01 per share.

++ The amount shown in this caption for each share outstanding throughout the
period may not be in accord with the net realized and unrealized
gain/(loss) for the period because of the timing of the purchases and
withdrawal of shares in relation to the fluctuating market values of the
portfolio.

## Per-share numbers have been calculated using the average share method,
which more appropriately represents the per-share data for the period,
since the use of the undistributed income method did not accord with
results of operations.
</FN>
</TABLE>

59
<PAGE>

<TABLE>
<CAPTION>
U.S. Equity Funds

U.S. Emerging Growth Fund

Net investment income/(loss) (0.35) (0.16) (0.18) (0.13) (0.04)

Net realized and unrealized gain/(loss)
on investments 8.07 (0.80) 4.21 2.54 4.26

Net increase/(decrease) in net assets
resulting from investment operations 7.72 (0.96) 4.03 2.41 4.22

Distributions:

Dividends from net investment income -- -- -- -- (0.04)

Dividends in excess of net investment income -- -- -- -- --

Distributions from net realized capital gains (2.67) (1.13) (1.14) (1.23) (0.11)
Distributions in excess of net realized capital
gains -- -- -- -- --

Distributions from capital -- -- -- -- --

Total distributions (2.67) (1.13) (1.14) (1.23) (0.15)

Net Asset Value - End of Period $ 24.85 $ 19.80 $ 21.89 $ 19.00 $ 17.82
====================================================================================================================================
Total Return** 42.46% (4.07)% 22.18% 14.77% 30.95%

Ratios to Average Net Assets/Supplemental Data:

Net assets, end of period (in 000s) $ 224,944 $ 382,483 $ 391,973 $ 317,812 $ 306,217

Ratio of net investment income/(loss) to average
net assets (1.19)% (0.83)% (0.84)% (0.75)% (0.11)%

Net investment income/(loss) before deferral
of fees by Manager $ (0.45) $ (0.16) $ (0.18) -- $ (0.05)

Portfolio turnover rate 63% 76% 24% 79% 89%

Expense ratio including interest and tax expenses 1.55% 1.66% 1.57% 1.71% 1.75%

Expense ratio before deferral of fees by
Manager, including interest and tax expenses 1.92% 1.66% 1.57% -- 1.79%

Expense ratio excluding interest and tax expenses 1.50% 1.66% 1.56% -- --

<FN>
** Total return represents aggregate total return for the periods indicated.

<PAGE>

<TABLE>
<CAPTION>
U.S. Equity Funds

Small Cap Fund

Net investment income/(loss) (0.28) (0.17) (0.15) (0.18) (0.09)

Net realized and unrealized gain/(loss)
on investments 5.90 (1.21) 4.33 1.43 6.31

Net increase/(decrease) in net assets
resulting from investment operations 5.62 (1.38) 4.18 1.25 6.22

Distributions:

Dividends from net investment income -- -- -- -- --

Dividends in excess of net investment income -- -- -- -- --

Distributions from net realized capital gains (0.00)# (2.07) (2.97) (3.28) (1.78)
Distributions in excess of net realized capital
gains -- (0.70) -- -- --

Distributions from capital -- -- -- -- --

Total distributions (0.00)# (2.77) (2.97) (3.28) (1.78)

Net Asset Value - End of Period $ 22.20 $ 16.58 $ 20.73 $ 19.52 $ 21.55
====================================================================================================================================
Total Return** 34.12% (4.14)% 23.23% 6.81% 39.28%

Ratios to Average Net Assets/Supplemental Data

Net assets, end of Period (in 000s) $ 102,622 $ 113,323 $ 203,437 $ 198,298 $ 275,062

Ratio of net investment income/(loss) to average
net assets (1.14)% (1.09)% (0.70)% (0.78)% (0.47)%

Net investment income/(loss) before deferral of
fees by Manager $ (0.28) $ (0.17) $ (0.15) -- --

Portfolio turnover rate 93% 71% 69% 59% 80%

Expense ratio including interest and tax expenses 1.35% 1.32% 1.24% 1.20% 1.24%

Expense ratio before deferral of fees by Manager,
including interest and tax expense 1.35% 1.32% 1.24% -- --

Expense ratio excluding interest and tax expenses 1.35% 1.32% 1.24% -- --

<FN>
** Total return represents aggregate total return for the periods indicated.

# Amount represents less than $0.01 per share.

<PAGE>

<TABLE>
<CAPTION>
U.S. Equity Funds

Balanced Fund

Net investment income/(loss) 0.49 0.48 1.66 0.48 0.26

Net realized and unrealized gain/(loss)
on investments (0.19) 1.23 0.99 2.13 3.54

Net increase/(decrease) in net assets resulting from
investment operations 0.30 1.71 2.65 2.61 3.80

Distributions:

Dividends from net investment income (0.63) (0.93) (0.93) (0.39) (0.25)

Dividends in excess of net investment income -- -- (0.70) -- --

Distributions from net realized capital gains (0.31) (1.68) (1.83) (1.66) (0.55)

Distributions in excess of net realized
capital gains (0.13) (1.41) -- -- --

Total distributions (1.07) (4.02) (3.46) (2.05) (0.80)

Net Asset Value - End of Period $ 16.00 $ 16.77 $ 19.08 $ 19.89 $ 19.33
====================================================================================================================================
Total Return** 1.62% 11.93% 14.67% 14.65% 23.92%

Ratios to Average Net Assets/Supplemental Data

Net assets, end of period (in 000s) $ 60,718 $ 81,133 $ 128,075 $ 127,214 $ 132,511

Ratio of net investment income/(loss) to average
net assets 2.62% 2.63% 3.10% 2.55% 1.85%

Net investment income/(loss) before deferral
of fees by Manager $ 0.43 $ 0.45 $ 1.63 $ 0.47 $ 0.24

Portfolio turnover rate 35% 36% 84% 169% 226%

Expense ratio including interest and tax expenses 0.13% 0.25% 0.26% 1.43% 1.42%

Expense ratio before deferral of fees by
Manager, including interest and tax expenses 0.60% 0.46% 0.31% 1.49% 1.55%

Expense ratio excluding interest and tax expenses 0.13% 0.25% 0.25% 1.31% 1.30%

<FN>
(a) The Fund converted to a fund of funds structure effective July 1, 1998.
Expense ratios prior to that date do not reflect expenses borne indirectly.

** Total return represents aggregate total return for the periods indicated.

<PAGE>
<TABLE>
International and Global Equity Funds
<CAPTION>
International 20
International Growth Fund Portfolio
Fiscal Year
Ended
Selected Per-Share Data for the Year Fiscal Year Ended June 30, June 30,
or Period Ended: 2000## 1999 1998## 1997## 1996(b) 2000(c)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value - Beginning of Period $ 18.97 $ 18.67 $ 16.24 $ 15.31 $ 12.00 $ 10.00

Net investment income/(loss) (0.17) 0.09 0.04 0.08 0.02 (0.02)

Net realized and unrealized
gain/(loss) on investments 2.11 0.31 3.48 2.53 3.29 0.03++

Net increase/(decrease) in net
assets resulting from investment
operations 1.94 0.40 3.52 2.61 3.31 0.01

Distributions:
Dividends from net investment
income -- -- (0.02) -- -- --
Dividends in excess of net
investment income -- -- (0.00)# -- -- --
Distributions from net realized
capital gains (0.39) (0.10) (1.07) (1.68) -- --
Distributions in excess of net
realized capital gains -- -- -- -- -- --

Distributions from capital -- -- -- -- -- --

Total distributions (0.39) (0.10) (1.09) (1.68) -- --

Net Asset Value - End of Period $ 20.52 $ 18.97 $ 18.67 $ 16.24 $ 15.31 $ 10.01
====================================================================================================================================
Total Return** 10.16% 2.34% 23.27% 19.20% 27.58% 0.10%

Ratios to Average Net
Assets/Supplemental Data

Net assets, end of period (in 000s) $ 184,588 $ 227,287 $ 64,820 $ 33,912 $ 18,303 $ 2,264

Ratio of net investment
income/(loss) to average net assets (0.83)% 0.41% 0.22% 0.57% 0.26%+ (0.35)%+

Net investment income/(loss)
before deferral of fees by Manager $ (0.18) $ 0.09 $ (0.04) $ (0.02) $ (0.07) $ (0.20)

Portfolio turnover rate 207% 150% 127% 95% 239% 114%

Expense ratio including interest
and tax expense 1.80% 1.66% 1.66% -- -- 1.65%+

Expense ratio before deferral of
fees by Manager, including
interest and tax expense 1.92% 1.74% 2.13% 2.37% 2.91%+ 5.59%+

Expense ratio excluding interest
and tax expense 1.65% 1.65% 1.65% 1.66% 1.65%+ 1.65%+

<FN>
(b) The International Growth Fund's Class R shares commenced operations on July
3, 1995.

** Total return represents aggregate total return for the periods indicated.

+ Annualized.

++ The amounts shown in this caption for each share outstanding throughout the
period may not be in accordance with the net realized and unrealized
gain/(loss) for the period because of the timing of the purchases and
withdrawals of shares in relation to the fluctuating market values of the
Fund.

# Amount represents less than $0.01 per share.

<TABLE>
<CAPTION>
International and Global Equity Funds

Global Opportunities Fund

Fiscal Year Ended June 30,
Selected Per-Share Data for the Year or
Period Ended: 2000 1999 1998## 1997 1996
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value - Beginning of Period $ 19.21 $ 19.19 $ 19.17 $ 16.96 $ 13.25

Net investment income/(loss) (0.24) (0.12) 0.00# (0.011) (0.06)

Net realized and unrealized
gain/(loss) on investments 4.42 2.56 3.87 3.14 3.84

Net increase/(decrease) in net assets
resulting from investment operations 4.18 2.44 3.87 3.03 3.78

Distributions:

Dividends from net investment income -- (0.22) -- -- (0.07)
Dividends in excess of net
investment income -- -- -- -- --
Distributions from net realized
capital gains (1.66) (2.20) (3.85) (0.82) --
Distributions in excess of net
realized capital gains -- -- -- -- --

Distributions from capital -- -- -- -- --

Total distributions (1.66) (2.42) (3.85) (0.82) (0.07)

Net Asset Value - End of Period $ 21.73 $ 19.21 $ 19.19 $ 19.17 $ 16.96
====================================================================================================================================

Total Return** 21.46% 15.68% 27.12% 18.71% 28.64%

Ratios to Average Net
Assets/Supplemental Data

Net assets, end of period (in 000s) $ 85,723 $ 57,146 $ 96,412 $ 32,371 $ 28,496

Ratio of net investment income/(loss)
to average net assets (1.20)% (0.61)% (0.02)% (0.62)% (0.56)%

Net investment income/(loss) before
deferral of fees by Manager $ (0.26) $ (0.14) $ 0.00# $ (0.23) $ (0.16)

Portfolio turnover rate 203% 172% 135% 117% 164%

Expense ratio including interest and
tax expense 1.95% 2.01% 1.96% -- 2.05%

Expense ratio before deferral of fees
by Manager, including interest and
tax expense 2.09% 2.40% 2.37% 2.62% 3.10%

Expense ratio excluding interest and
tax expense 1.90% 1.90% 1.90% 1.90% 1.90%

<FN>
** Total return represents aggregate total return for the periods indicated.

# Amount represents less than $0.01 per share.

<PAGE>

<TABLE>
<CAPTION>
International and Global Equity Funds

Global 20 Portfolio

Fiscal Year Ended June 30,
Selected Per-Share Data for the Year
or Period Ended: 2000## 1999## 1998## 1997## 1996(d)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value - Beginning of Period $ 22.20 $ 20.98 $ 20.01 $ 16.46 $ 12.00

Net investment income/(loss) (0.43) (0.09) 0.12 0.01 0.06

Net realized and unrealized
gain/(loss)
on investments 4.17 2.70 2.70 4.16 4.45

Net increase/(decrease) in net
assets
resulting from investment operations 3.74 2.61 2.82 4.17 4.51

Distributions:
Dividends from net investment
income -- (0.24) -- (0.10) (0.04)
Dividends in excess of net
investment income -- (0.10) -- -- --
Distributions from net realized
capital gains (3.11) (1.05) (1.85) (0.52) --
Distributions in excess of net
realized capital gains -- -- -- -- (0.01)

Distributions from capital -- -- -- -- --

Total distributions (3.11) (1.39) (1.85) (0.62) (0.05)

Net Asset Value - End of Period $ 22.83 $ 22.20 $ 20.98 $ 20.01 $ 16.46
====================================================================================================================================

Total Return** 17.14% 13.89% 15.44% 26.35% 37.75%

Ratios to Average Net
Assets/Supplemental Data

Net assets, end of period (in 000s) $ 115,839 $ 136,792 $ 269,667 $ 172,509 $ 77,955

Ratio of net investment
income/(loss) to average
net assets (1.87)% (0.47)% 0.58% 0.04% 0.42%+

Net investment income/(loss) before
deferral
of fees by Manager $ (0.44) $ (0.09) $ 0.12 $ (0.01) $ 0.02

Portfolio turnover rate 181% 115% 151% 158% 106%

Expense ratio including interest
and tax expenses 2.73% 1.76% 1.81% -- --

Expense ratio before deferral of
fees by
Manager, including interest and tax
expenses 2.76% 1.76% 1.81% 1.92% 2.11%+

Expense ratio excluding interest
and tax expenses 1.80% 1.73% 1.80% 1.82% 1.80%+

International and Global Equity Funds

Global Long-Short Fund
Fiscal Year Ended Fiscal Year Ended
June 30, March 31,

2000 1999(f)(g) 1999## 1998(e)##
------------------------------------------------------------------------------------------------------------------------------------
Net Asset Value - Beginning of Period $ 19.65 $ 16.47 $ 12.70 $ 10.00

Net investment income/(loss) (0.60) (0.06) (0.05) 0.02

Net realized and unrealized
gain/(loss)
on investments 13.74 3.24 4.92 2.68

Net increase/(decrease) in net
assets
resulting from investment operations 13.14 3.18 4.87 2.70

Distributions:
Dividends from net investment
income -- -- -- --
Dividends in excess of net
investment income -- -- -- --
Distributions from net realized
capital gains (1.99) -- (1.10) --
Distributions in excess of net
realized capital gains -- -- -- --

Distributions from capital -- -- -- --

Total distributions (1.99) -- (1.10) --

Net Asset Value - End of Period $ 30.80 $ 19.65 $ 16.47 $ 12.70
====================================================================================================================================

Total Return** 67.54% 19.61% 39.87% 27.20%

Ratios to Average Net
Assets/Supplemental Data

Net assets, end of period (in 000s) $ 368,301 $ 216,300 $ 83,638 $ 16,579

Ratio of net investment
income/(loss) to average
net assets (1.92)% (2.30)%+ (0.35)% 0.65%+

Net investment income/(loss) before
deferral
of fees by Manager $ (0.60) $ (0.06) $ (0.09) $ (0.05)

Portfolio turnover rate 204% 43% 226% 84%

Expense ratio including interest
and tax expenses 3.91% 4.18%+ 3.40% 2.78%+

Expense ratio before deferral of
fees by
Manager, including interest and tax
expenses 3.91% 4.61%+ 3.79% 5.19%+

Expense ratio excluding interest
and tax expenses 2.06% 2.35%+ 2.35% 2.35%+

<FN>
(d) The Global 20 Portfolio's Class R shares commenced operations on October 2,
1995.

(e) The Global Long-Short Fund commenced operations on December 31, 1997.

(f) On January 29, 1999, the Global Long-Short Fund's Class R shares were
issued in exchange for Class A shares.

(g) The Global Long-Short Fund changed its year end from March 31 to June 30.

** Total return represents aggregate total return for the periods indicated.

+ Annualized.

<PAGE>

International and Global Equity Funds

Global Communications Fund

Fiscal Year Ended June 30,
Selected Per-Share Data for the Year or Period
Ended: 2000 1999 1998## 1997 1996
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value - Beginning of Period $26.73 $22.88 $19.61 $18.05 $15.42

Net investment income/(loss) (0.35) 0.01 (0.17) (0.25) (0.20)

Net realized and unrealized gain/(loss)
on investments 14.04 6.35 7.19 2.72 2.83

Net increase/(decrease) in net assets
resulting from investment operations 13.69 6.36 7.02 2.47 2.63

Distributions:
Dividends from net investment income -- -- -- -- --
Dividends in excess of net investment
income -- -- -- -- --
Distributions from net realized capital gains (6.25) (2.51) (3.75) (0.91) --
Distributions in excess of net realized
capital gains -- -- -- -- --

Total distributions (6.25) (2.51) (3.75) (0.91) --

Net Asset Value - End of Period $34.17 $26.73 $22.88 $19.16 $18.05
====================================================================================================================================

Total Return** 51.53% 31.66% 45.45% 14.43% 17.06%

Ratios to Average Net Assets/ Supplemental Data

Net assets, end of Period (in 000s) $498,516 $354,730 $267,113 $153,995 $206,671

Ratio of net investment income/(loss) to
average net assets (1.01)% 0.02% (0.85)% (1.05)% (1.01)%

Net investment income/(loss) before deferral
of fees by Manager $(0.35) $0.01 $(0.17) $(0.27) $(0.22)

Portfolio turnover rate 186% 146% 80% 76% 104%

Expense ratio including interest and tax
expenses 1.49% 1.69% 1.93% -- 2.01%

Expense ratio before deferral of fees by
Manager, including interest and tax expenses 1.49% 1.69% 1.93% 2.00% 2.11%

Expense ratio excluding interest and tax
expenses 1.47% 1.68% 1.90% 1.91% 1.90%

<FN>
** Total return represents aggregate total return for the periods indicated.

<PAGE>

<TABLE>
<CAPTION>
International and Global Equity Funds

Emerging Markets Fund
Fiscal Year Ended June 30,
Selected Per-Share Data for the Year or Period
Ended: 2000## 1999 1998 1997 1996
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value - Beginning of Period $10.24 $9.86 $16.85 $14.19 $13.17

Net investment income/(loss) (0.12) 0.92 0.07 0.07 0.08

Net realized and unrealized gain/(loss)
on investments 1.92 (0.54) (6.58) 2.66 0.94

Net increase/(decrease) in net assets
resulting from investment operations 1.80 0.38 (6.51) 2.73 1.02

Distributions:
Dividends from net investment income -- -- (0.15) (0.07) --
Dividends in excess of net investment income -- -- -- -- --
Distributions from net realized capital
gains -- -- (0.33) -- --
Distributions in excess of net realized
capital gains -- -- -- -- --
Distributions from capital -- -- -- -- --

Total distributions -- -- (0.48) (0.07) --

Net Asset Value - End of Period $12.04 $10.24 $9.86 $16.85 $14.19
====================================================================================================================================

Total Return** 17.58% 3.85% (39.20)% 19.34% 7.74%

Ratios to Average Net Assets/Supplemental Data

Net assets, end of period (in 000s) $290,505 $344,907 $758,911 $1,259,457 $994,378

Ratio of net investment income/(loss) to
average
net assets (1.03)% 0.01% 0.55% 0.48% 0.58%

Net investment income/(loss) before deferral
of fees by Manager $(0.13) $0.96 $0.07 -- --

Portfolio turnover rate 113% 86% 97% 83% 110%

Expense ratio including interest and tax
expenses 2.29% 2.05% 1.65% -- --

Expense ratio before deferral of fees by
Manager, including interest and tax expenses 2.45% 2.15% 1.65% -- --

Expense ratio excluding interest and tax
expenses 1.90% 1.90% 1.60% 1.67% 1.72%

<FN>
** Total return represents aggregate total return for the periods indicated.

<PAGE>

<TABLE>
<CAPTION>
International and Global Equity Funds

Emerging Markets 20 Portfolio (h)

Fiscal Year Three Months Fiscal Year Ended
Selected Per-Share Data for the Year or Period Ended Ended June 30, March 31, March 31,
Ended: June 30, 2000 1999(j) 1999## 1998(i)##
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value - Beginning of Period $13.15 $9.63 $11.43 $10.00

Net investment income/(loss) 0.19 0.04 0.12 0.27

Net realized and unrealized gain/(loss)
on investments 3.47 3.48 (1.76) 1.16

Net increase/(decrease) in net assets
resulting from investment operations 3.66 3.52 (1.64) 1.43

Distributions:
Dividends from net investment income (0.16) -- (0.16) --
Dividends in excess of net investment
income (0.08) -- -- --
Distributions from net realized capital
gains -- -- -- --
Distributions in excess of net realized
capital gains -- -- -- --
Distributions from capital -- -- -- --

Total distributions (0.24) -- (0.16) --

Net Asset Value - End of Period $16.57 $13.15 $9.63 $11.43
====================================================================================================================================

Total Return** 27.91% 36.55% (14.04)% 14.40%

Ratios to Average Net Assets/Supplemental Data

Net assets, end of period (in 000s) $4,725 $2,551 $1,655 $1,789

Ratio of net investment income/(loss) to
average
net assets 0.66% 0.05%+ 1.24% 10.46%+

Net investment income/(loss) before deferral
of fees by Manager $(0.79) $(0.10) $(0.52) (0.07)%

Portfolio turnover rate 264% 200% 437% 71%

Expense ratio including interest and tax
expenses 1.62% 1.73%+ 2.10% 2.10%+

Expense ratio before deferral of fees by
Manager, including interest and tax expenses 6.15% 8.82%+ 8.68% 15.34%+

Expense ratio excluding interest and tax
expenses 1.60% 1.73%+ 2.10% 2.10%+

<FN>
(h) Formerly called Emerging Markets Focus Fund.

(i) The Emerging Markets 20 Portfolio commenced operations on December 31,
1997.

(j) For the period April 1, 1999, to June 30, 1999.

** Total return represents aggregate total return for the periods indicated.

+ Annualized.

<PAGE>

<TABLE>
<CAPTION>
International and Global Equity Funds

Emerging Asia Fund
Fiscal Year Ended June 30,
Selected Per-Share Data for the Year or Period Ended: 2000 1999 1998 1997(k)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value - Beginning of Period $12.21 $6.18 $18.91 $12.00

Net investment income/(loss) (0.68) (0.01) 0.13 (0.01)

Net realized and unrealized gain/(loss)
on investments (0.81) 6.04 (11.74) 6.95

Net increase/(decrease) in net assets
resulting from investment operations (1.49) 6.03 (11.61) 6.94

Distributions:
Dividends from net investment income (0.46) (0.00)# (0.17) --
Dividends in excess of net investment income (0.18) -- -- --
Distributions from net realized capital gains -- -- (0.00)# (0.03)
Distributions in excess of net realized capital gains -- -- (0.95) --
Distributions from capital -- -- -- --

Total distributions (0.64) (0.00)# (1.12) (0.03)

Net Asset Value - End of Period $10.08 $12.21 $6.18 $18.91
====================================================================================================================================

Total return** (12.56)% 97.44% (63.45)% 57.80%

Ratios to Average Net Assets/Supplemental Data

Net assets, end of period (in 000s) $24,843 $63,196 $24,608 $68,095

Ratio of net investment income/(loss) to average
net assets (0.85)% (0.35%) 0.22% (0.42)%+

Net investment income/(loss) before deferral
of fees by Manager $(0.30) $(0.03) $(0.08) $(0.02)

Portfolio turnover rate 64% 233% 154% 72%

Expense ratio including interest and tax expenses 2.12% 2.19% 1.91% 2.20%+

Expense ratio before deferral of fees by
Manager, including interest and tax expenses 3.09% 2.89% 2.27% 2.69%+

Expense ratio excluding interest and tax expenses 1.90% 1.90% 1.90% 1.80%+

<FN>
(k) The Emerging Asia Fund's Class R shares commenced operations on September
30, 1996.

** Total return represents aggregate total return for the periods indicated.

+ Annualized.

# Amount represents less than $0.01 per share.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
U.S. Fixed-Income and Money Market Funds

Total Return Bond Fund Short Duration Government Bond Fund
Fiscal Year Ended June 30, Fiscal Year Ended June 30,
Selected Per-Share Data for the Year
or Period Ended: 2000 1999 1998(l) 2000 1999 1998 1997## 1996
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value - Beginning of Period $11.66 $12.44 $12.00 $10.04 $10.14 $9.99 $9.92 $9.95

Net investment income/(loss) 0.77 0.73 0.72 0.58 0.53 0.57 0.59 0.60

Net realized and unrealized
gain/(loss)
on investments (0.20) (0.35) 0.56 (0.14) (0.05) 0.16 0.07 (0.04)

Net increase/(decrease) in net
assets
resulting from investment operations 0.57 0.38 1.28 0.44 0.48 0.73 0.66 0.56

Distributions:
Dividends from net investment
income (0.75) (0.73) (0.72) (0.57) (0.51) (0.56) (0.59) (0.59)
Dividends in excess of net
investment income -- (0.01) -- (0.01) (0.02) -- (0.00)# (0.00)#
Distributions from net realized
capital gains -- (0.42) (0.12) -- -- (0.02) -- --
Distributions in excess of net
realized capital gains (0.15) -- (0.00)# -- (0.05) -- -- --
Distributions from capital -- -- -- -- -- -- -- --

Total distributions (0.90) (1.16) (0.84) (0.58) (0.58) (0.58) (0.59) (0.59)

Net Asset Value - End of Period $11.33 $11.66 $12.44 $9.90 $10.04 $10.14 $9.99 $9.92
====================================================================================================================================

Total Return** 4.96% 3.20% 10.92% 4.55% 4.82% 7.56% 6.79% 5.74%

Ratios to Average Net
Assets/Supplemental Data

Net assets, end of period (in 000s) $28,112 $38,476 $77,694 $171,879 $154,365 $66,357 $47,265 $22,681

Ratio of net investment
income/(loss) to average
net assets 6.78% 5.88% 5.81% 5.84% 5.21% 5.83% 5.87% 5.88%

Net investment income/(loss) before
deferral
of fees by Manager $0.75 $0.72 $0.71 $0.56 $0.48 $0.51 $0.54 $0.52

Portfolio turnover rate 176% 158% 390% 188% 199% 502% 451% 350%

Expense ratio including interest and
tax expenses 0.80% 1.16% 1.29% 1.11% 1.35% 1.15% 1.55% 1.55%

Expense ratio before deferral of
fees by
Manager, including interest and tax
expenses 1.13% 1.25% 1.34% 1.61% 1.85% 1.73% 2.05% 2.31%

Expense ratio excluding interest and
tax expenses 0.70% 0.70% 0.70% 0.63% 0.62% 0.28% 0.60% 0.60%

<FN>
(l) The Total Return Bond Fund's Class R shares commenced operations on June
30, 1997.

** Total return represents aggregate total return for the periods indicated.

# Amount represents less than $0.01 per share.

<PAGE>

U.S. Fixed-Income and Money Market Funds

Government Money Market Fund
Fiscal Year Ended June 30,
Selected Per-Share Data for the Year or Period Ended: 2000 1999 1998 1997 1996
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value - Beginning of Period $1.00 $1.00 $1.00 $1.00 $1.00

Net investment income/(loss) 0.054 0.047 0.052 0.049 0.052

Net realized and unrealized gain/(loss)
on investments 0.000ss. 0.000ss. 0.000ss. 0.000ss. 0.000ss.

Net increase/(decrease) in net assets resulting
from investment operations 0.054 0.047 0.052 0.049 0.052

Distributions:
Dividends from net investment income (0.054) (0.047) (0.052) (0.049) (0.052)
Dividends in excess of net investment income -- -- -- -- --
Distributions from net realized capital gains -- -- -- -- --

Total distributions (0.054) (0.047) (0.052) (0.049) (0.052)

Net Asset Value - End of Period $1.00 $1.00 $1.00 $1.00 $1.00
=======================================================================================================================

Total Return** 5.49% 4.81% 5.27% 5.03% 5.28%

Ratios to Average Net Assets/Supplemental Data

Net assets, end of period (in 000s) $794,632 $575,387 $724,619 $473,154 $439,423

Ratio of net investment income/(loss) to average
net assets 5.41% 4.71% 5.15% 4.93% 5.17%

Net investment income/(loss) before deferral of
fees by Manager $0.054 $0.047 $0.052 $0.049 $0.050

Portfolio turnover rate -- -- -- -- --

Expense ratio including interest and tax expenses 0.46% 0.50% 0.53% -- --

Expense ratio before deferral of fees by
Manager, including interest and tax expenses 0.46% 0.50% 0.48% 0.62% 0.74%

Expense ratio excluding interest and tax expenses 0.46% 0.50% 0.53% 0.60% 0.60%

<FN>
** Total return represents aggregate total return for the periods indicated.

ss. Amount represents less than $0.001 per share.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
U.S. Fixed-Income and Money Market Funds

California Tax-Free Intermediate Bond Fund
Fiscal Year Ended June 30,
Selected Per-Share Data for the Year
or Period Ended: 2000 1999 1998 1997 1996
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value - Beginning of Period $12.67 $12.86 $12.53 $12.23 $12.04

Net investment income 0.51 0.49 0.51 0.53 0.54

Net realized and unrealized
gain/(loss)
on investments (0.04) (0.16) 0.33 0.30 0.19

Net increase/(decrease) in net
assets resulting from investment
operations 0.47 0.33 0.84 0.83 0.73

Distributions:
Dividends from net investment
income (0.52) (0.46) (0.51) (0.53) (0.54)
Dividends in excess of net
investment income -- (0.03) -- -- --
Distributions from net realized
capital gains -- (0.03) -- -- --
Distributions in excess of net
realized capital gains -- (0.00)# -- -- --

Total Distributions (0.52) (0.52) (0.51) (0.53) (0.54)

Net Asset Value - End of Period $12.62 $12.67 $12.86 $12.53 $12.23
=======================================================================================================================

Total Return** 3.83% 2.71% 6.85% 6.91% 6.11%

Ratios to Average Net
Assets/Supplemental Data

Net assets, end of period (in 000s) $27,405 $41,017 $35,667 $21,681 $13,948

Ratio of net investment income to
average net assets 4.14% 3.93% 4.03% 4.27% 4.34%

Net investment income/(loss) before
deferral of fees by Manager $0.50 $0.48 $0.44 $0.47 $0.43

Portfolio turnover rate 49% 184% 42% 26% 58%

Expense ratio including interest
and tax expenses 0.70% 0.69% 0.69% 0.68% 0.61%

Expense ratio before deferral of
fees by Manager, including interest
and tax expenses 1.19% 1.19% 1.19% 1.18% 1.43%

Expense ratio excluding interest
and tax expenses 0.70% 0.69% 0.68% -- --

<FN>
** Total return represents aggregate total return for the periods indicated.

# Amount represents less than $0.01 per share.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
U.S. Fixed-Income and Money Market Funds

California Tax-Free Money Fund
Fiscal Year Ended June 30,
Selected Per-Share Data for the Year or
Period Ended: 2000 1999 1998 1997 1996
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value - Beginning of Period $1.00 $1.00 $1.00 $1.00 $1.00

Net investment income 0.027 0.026 0.029 0.029 0.030

Net realized and unrealized
gain/(loss)
on investments 0.000ss. 0.000ss. 0.000ss. 0.000ss. 0.000ss.

Net increase/(decrease) in net assets
resulting from investment operations 0.027 0.026 0.029 0.029 0.030

Distributions:
Dividends from net investment income (0.027) (0.026) (0.029) (0.029) (0.030)
Dividends in excess of net
investment income -- -- -- -- --
Distributions from net realized
capital gains -- -- -- -- --
Distributions in excess of net
realized capital gains -- -- -- -- --

Total Distributions (0.027) (0.026) (0.029) (0.029) (0.030)

Net Asset Value - End of Period $1.00 $1.00 $1.00 $1.00 $1.00

=================================================================================================================
Total Return** 2.72% 2.59% 3.00% 2.95% 3.03%

Ratios to Average Net
Assets/Supplemental Data

Net assets, end of period (in 000s) $378,819 $292,901 $187,216 $118,723 $98,134

Ratio of net investment income to
average net assets 2.69% 2.55% 2.96% 2.91% 2.99%

Net investment income/(loss) before
deferral of fees by Manager $0.023 $0.021 $0.029 $0.028 $0.028

Portfolio turnover rate -- -- -- -- --

Expense ratio including interest and
tax expenses 0.58% 0.58% 0.58% 0.58% 0.59%

Expense ratio before deferral of fees
by Manager, including interest and
tax expenses 0.58% 0.61% 0.68% 0.73% 0.80%

Expense ratio excluding interest and
tax expenses 0.58% 0.58% 0.58% -- --

<FN>
** Total return represents aggregate total return for the periods indicated.

ss. Amount represents less than $0.001 per share.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
U.S. Fixed-Income and Money Market Funds

Federal Tax-Free Money Fund
Fiscal Year Ended June 30,
Selected Per-Share Data for the Year or Period Ended: 2000 1999 1998 1997(m)
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value - Beginning of Period $1.00 $1.00 $1.00 $1.00

Net investment income 0.032 0.028 0.031 0.032

Net realized and unrealized gain/(loss)
on investments 0.000ss. 0.000ss. 0.000ss. 0.000ss.

Net increase in net assets resulting
from investment operations 0.032 0.028 0.031 0.032

Distributions:
Dividends from net investment income (0.032) (0.028) (0.031) (0.032)
Dividends in excess of net investment income -- (0.000)ss. -- (0.000)ss.
Distributions from net realized capital gains -- -- -- --

Total distributions (0.032) (0.028) (0.31) (0.032)

Net Asset Value - End of Period $1.00 $1.00 $1.00 $1.00
============================================================================================================================

Total Return** 3.25% 2.82% 3.12% 3.26%

Ratios to Average Net Assets/Supplemental Data

Net assets, end of period (in 000s) $147,838 $116,341 $117,283 $114,197

Ratio of net investment income/(loss) to average
net assets 3.21% 2.80% 3.08% 3.24%+

Net investment income/(loss) before deferral of
fees by Manager $0.030 $0.026 $0.031 $0.030

Portfolio turnover rate -- -- -- --

Expense ratio including interest and tax expenses 0.60% 0.60% 0.60% 0.33%+

Expense ratio before deferral of fees by
Manager, including interest and tax expenses 0.77% 0.80% 0.81% 0.69%+

Expense ratio excluding interest and tax expenses 0.60% 0.60% 0.60% --

<FN>
(m) The Federal Tax-Free Money Fund's Class R shares commenced operations on
July 15, 1996.

** Total return represents aggregate total return for the periods indicated.

+ Annualized.

ss. Amount represents less than $0.001 per share.
</FN>
</TABLE>

<PAGE>

<TABLE>
[table]
<CAPTION>
Investment Options

To open a new account, complete and mail the New Account application included with this prospectus ($2,500 minimum for regular
accounts and $1,000 for IRAs), or complete an application online by accessing www.montgomeryfunds.com ($1,000 minimum).
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Trade requests received after 1:00 P.M. Pacific time (4:00 P.M. Once an account is established, you can:
eastern time) will be executed at the following business day's closing
price. Once a trade is placed, it may not be altered or canceled. o Buy, sell or exchange shares by phone
Contact The Montgomery Funds at
Checks should be made payable to: 800.572.FUND [3863].
The Montgomery Funds
Press (1) for a shareholder service representative.
The minimum initial investment for each Fund is $2,500 ($1,000 for Press (2) for the automated Montgomery Star System.
IRAs), unless you use an application printed from
www.montgomeryfunds.com, in which case the minimum is just $1,000. The o Buy, sell or exchange shares online Go to
minimum subsequent investment is $100. 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 219073
Kansas City, MO 64121-9073

By express or overnight service:
The Montgomery Funds
c/o DST Systems, Inc.
210 West 10th Street, 8th Floor
Kansas City, MO 64105-1614

o Buy or sell shares by wiring funds

To: State Street Bank and 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]
</TABLE>

<PAGE>

ACCOUNT INFORMATION

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 $2,500 ($1,000 for IRAs) unless you use an
application from our Web site at www.montgomeryfunds.com or exchange into a Fund
online. In that case, the minimum is just $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, the Funds and the Distributor each reserve the right to
reject all or part of any purchase.

From time to time, Montgomery may close and reopen any of its Funds to
new investors at its discretion. Shareholders who maintain open accounts that
meet the minimum required balance of $1,000 in a Fund when it closes may make
additional investments in it. Employer-sponsored retirement plans, if they are
already invested in those Funds, may be able to open additional accounts for
plan participants. Montgomery may reopen and close any of its Funds to certain
types of new shareholders in the future. If a Fund is closed and you redeem your
total investment in the Fund, your account will be closed and you will not be
able to make any additional investments in the Fund. If you do not own shares of
a closed Fund, you may not exchange shares from other Montgomery Funds for
shares of that Fund. The Montgomery Funds reserve the right to close or
liquidate a Fund at their discretion.

Becoming a Montgomery Shareholder

To open a new account:

o By Mail Send your signed, completed application, with a check payable to The
Montgomery Funds to the appropriate address (see column at right). Your check
must be in U.S. dollars and drawn on a bank located in the United States.
Dividends do not accrue until your check has cleared. 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.

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:

State Street Bank and 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 name]

Please note that your bank may charge a wire transfer fee.

<PAGE>

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 any of your accounts if we do not receive payment within
that time.

o Online Visit www.montgomeryfunds.com to print out an application or to
exchange at least $1,000 from an existing account into a new account.

[sidebar]
Getting Started

To invest, complete the New
Account application included with
this prospectus. Send it with a
check payable to The Montgomery
Funds

Regular Mail
The Montgomery Funds
c/o DST Systems, Inc.
P.O. Box 219073
Kansas City, MO 64121-9073

Express Mail or Overnight Courier
The Montgomery Funds
c/o DST Systems, Inc.
210 West 10th Street
8th 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.

How Fund Shares Are Priced

How and when we calculate the Funds' price or net asset value (NAV) determines
the price at which you will buy or sell shares. We calculate a Fund's NAV by
dividing the total net 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 with foreign securities traded in
foreign markets that have different time zones than in the United States. Major
developments affecting the prices of those securities may occur after the
foreign markets in which such securities trade have closed, but before the Fund
calculates its NAV. In this case, Montgomery, subject to the supervision of the
Fund's Board of Trustees or Pricing Committee, will make a good-faith estimate
of the security's "fair value," which may be higher or lower than security's
closing price in its relevant market.

We calculate the NAV of each Montgomery Fund (other than the Money
Market Funds) after the close of trading on the New York Stock Exchange (NYSE)
every day the NYSE is open. We do not calculate NAVs on 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 4:00 P.M. on
weekdays, except for holidays. If your order is received after the NYSE has
closed, your shares will be priced at the next NAV we determine after receipt of
your order. More details about how we calculate the Funds' NAVs are provided in
the Statement of Additional Information.

o 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

<PAGE>

calculated at 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. Also,
only those orders received by 12 noon will be eligible to accrue any dividend
paid for the day of investment.

o 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.

o 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.

[sidebar]
TRADING TIMES
Whether buying, exchanging or selling shares, transaction
requests received after 1:00 P.M. Pacific time (4:00 P.M. eastern
time) will be executed at the next business day's closing price.

<PAGE>

<TABLE>
ACCOUNT INFORMATION

[Table]
www.montgomeryfunds.com

Manage your account(s) online.
<CAPTION>
<S> <C>
Our Account Access area offers free, secure, around-the-clock access to your Montgomery Funds account(s).

At www.montgomeryfunds.com shareholders can:

o Check current account balances o View statements

o Buy, exchange or sell shares o Order duplicate statements and tax forms

o View the most recent account activity and up to 160 records o View tax summaries
of account history within the past two years
o Change address of record

o Reorder checkbooks

Access your account(s) online today: Simply click on the Account Access tab and follow the simple steps to create a secure Personal
Identification Number (PIN). It takes only a minute.

For your protection this secure area of our site requires the use of browsers with 128-bit encryption. If you are not sure what
level of security your browser supports, click on our convenient browser check.

[clipart]

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

<PAGE>

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 a 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.

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.
Telephone purchases can be made for up to five times your account value as of
the previous day.

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

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

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

o Instruct your bank to wire money to our affiliated bank using the
information under "Becoming a Montgomery Shareholder" (page __)

o Online To buy shares online, you must first set up an Electronic Link
(described in the note at above left). Then visit our Web site at
www.montgomeryfunds.com to create a PIN for accessing your account(s). 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 within two days of your purchase.

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 __).

Exchanging Shares

You may exchange Class R shares in one Fund for Class R shares in another in
accounts 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 is treated as a sale
and 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 Account Access area
at www.montgomeryfunds.com.

Other Exchange Policies

o 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.

<PAGE>

[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.

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.

o Redemption fees may apply to exchanges or redemptions out of some Funds.

Selling Shares

You may sell some or all of your Fund shares on days that the NYSE is open for
trading (except bank holidays for the Fixed-Income and Money Market Funds). Note
that a redemption is treated as a sale and may result in a realized gain or loss
for tax purposes.

Your shares will be sold at the next NAV we calculate for the Fund
after receiving your order. We will promptly pay the proceeds to you, 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.
Redemption proceeds from shares purchased by check or bank transfer may be
delayed 15 calendar days to allow the check or transfer to clear. Within this
15-day period, you may choose to exchange your investment into a Montgomery
Money Market Fund.

Aside from any applicable redemption fees, we generally will not charge
you any fees when you sell your shares, although there are some minor
exceptions:

o For shares sold by wire, a $10 wire transfer fee that will be deducted
directly from the proceeds.

o For redemption checks requested by Federal Express, a $10 fee will be
deducted directly from the 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 in 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 National Association of Securities Dealers (NASD) member
firms.

<PAGE>

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 6:00
A.M. to 4:00 P.M. Pacific time.

Shareholders can get information
or perform transactions
around-the-clock through the
Montgomery Star System or
www.montgomeryfunds.com.

o By Check If you have checkwriting privileges on 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. A balance must be available in the Fund upon
which the check is drafted. Proceeds may not be available until your check or
bank transfer clears, which may take up to 15 days after the purchase date.
Checkwriting is not available for assets 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 Internet or Phone You may accept or decline Internet or telephone
redemption privileges on your New Account application. If you accept, you will
be able to sell up to $50,000 in shares through our Web site at
www.montgomeryfunds.com, through one of our shareholder service representatives
or through our automated Star System at 800.572.FUND [3863]. You may not buy or
sell shares in an IRA 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 next business day (subject to bank cutoff times),
there is a $10 fee. For more information about our Internet or telephone
transaction policies, see "Other Policies" below.

o Redemption Fee The redemption fees for the U.S. Equity Funds and the
International and Global Equity Funds are intended to compensate the Funds for
the increased expenses to longer-term shareholders and the disruptive effect on
the portfolios caused by short-term investments. The redemption fee will be
assessed on the net asset value of the shares redeemed or exchanged and will be
deducted from the redemption proceeds otherwise payable to the shareholder. Each
Fund will retain the fee charged.

Other Policies

Minimum Account Balances

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

Expense Limitations

Montgomery Asset Management may reduce its management fees and absorb expenses
to maintain total operating expenses (excluding interest, taxes and dividend
expenses) for each Fund below its previously set operating expense limit. The
Investment Management Agreement allows Montgomery three years to recoup amounts
previously reduced or absorbed, provided the Fund remains within the applicable
expense limitation. Montgomery generally seeks to recoup the oldest amounts
before seeking payment of fees and expenses for the current year.

Shareholder Servicing Plan

The Global Long-Short Fund has adopted a Shareholder Servicing Plan, under which
the Fund pays Montgomery or its Distributor a shareholder servicing fee at an
annual rate of up to 0.25% of the Fund's

<PAGE>

average daily net assets. The fee is intended to reimburse the recipient for
providing or arranging for services to shareholders. The fee may also be used to
pay certain brokers, transfer agents and other financial intermediaries for
providing shareholder services.

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 not 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 proceeds in any
interest-bearing account. No interest will accrue on uncashed distribution or
redemption proceeds.

Transaction Confirmation

If you notice any errors on your trade confirmation, you must notify The
Montgomery Funds of such errors within 30 days following mailing of that
confirmation. The Funds will not be responsible for any loss, damage, cost or
expense arising out of any transaction that appears on your confirmation after
this 30-day period.

[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.

Internet and Telephone Transactions

By buying or selling shares over the Internet or 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 may cancel the purchase and immediately terminate your
Internet or telephone transaction privileges.

The shares you purchase over the Internet or by phone will be priced at
the first net asset value we determine after receiving your request. 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 a
Fund as a result.

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

o Recording certain calls

o Requiring an authorization number or other personal information not likely
to be known by others

o Sending a transaction confirmation to the investor

<PAGE>

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 transaction privileges of any
shareholder at any time if he or she has used abusive language or misused the
Internet or phone privileges 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, or you change your
address online, we will temporarily suspend your telephone redemption privileges
until 30 days after your notification, to protect you and your account. We
require that all redemption requests made during this period be in writing with
a signature guarantee.

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

o Using the automated Star System

o Via overnight courier

o By telegram

You may discontinue Internet or telephone privileges at any time.

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 Social Security Number, federal tax law may require us to
withhold 31% of your taxable dividends, capital-gain distributions, and
redemption and exchange proceeds (unless you qualify as an exempt payee under
certain rules).

Other rules about TINs apply for certain investors. For example, if you
are establishing an account for a minor under the Uniform Gifts to Minors Act,
you should furnish the minor's TIN. If the IRS has notified you that you are
subject to backup withholding because you failed to report all interest and
dividend income on your tax return, you must check the appropriate item on the
New Account application. 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 when using an online
application. Otherwise it is
$2,500 ($1,000 for IRAs). The
minimum subsequent investment is
$100.

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 on the length of time a Fund holds its assets. We'll
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. Any redemption of a Fund's shares or any exchange of a Fund's shares
for another Fund will be treated as a sale, and any gain on the transaction may
be taxable.

<PAGE>

Additional information about tax issues relating to The Montgomery
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 to shareholders what
the IRS calls "exempt-interest dividends" 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 tax, 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. Capital gains, however, are taxable. You
should also consult your advisor about state and local taxes.

Dividends and Distributions

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

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

Keeping You Informed

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

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

o Confirmation statements

o Account statements, mailed after the close of each calendar quarter (also
available online)

o Annual and semiannual reports, mailed approximately 60 days after June 30
and December 31

o 1099 tax form, sent by January 31

o 5498 tax form, sent by May 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 a 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.

<PAGE>

[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.

DST Systems, Inc., located in Kansas City, Missouri, is the Funds' Master
Transfer Agent. It performs certain recordkeeping and accounting functions for
the Funds.

State Street Bank and Trust Company (formerly Investors Fiduciary Trust
Company), also located in Kansas City, Missouri, assists DST Systems, Inc. with
certain recordkeeping and accounting functions for the Funds.

<TABLE>
[table]

<CAPTION>
INCOME DIVIDENDS CAPITAL GAINS
<S> <C> <C>
U.S., International and Declared and paid in the last Declared and paid in the last
Global Equity Funds quarter of each calendar year* quarter of each calendar year*

Balanced 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*

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 quarter of each calendar year*

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

[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 the
full price for the shares but
receive a portion of your
purchase price back as a taxable
distribution. This is called
"buying a dividend." Unless you
hold the Fund in a tax-deferred
account, you will have to include
the distribution in your gross
income for tax purposes, even
though you may not have
participated in the Fund's
appreciation.

One of best ways to stay informed about your Montgomery account(s) is to visit
www.montgomeryfunds.com daily.

<PAGE>

[Outside back cover:]

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

To request a free copy of the SAI, call us at 800.572. FUND [3863]. You can
review and copy further information about The Montgomery Funds, including the
SAI, at the Securities and Exchange Commission's (SEC's) Public Reference Room
in Washington, D.C. To obtain information on the operation of the Public
Reference Room please call 202.942.8090. Reports and other information about The
Montgomery Funds are available through the SEC's Web site at www.sec.gov. You
can also obtain copies of this information, upon payment of a duplicating fee,
by writing the Public Reference Section of the SEC, Washington, D.C.,
20549-6009, or e-mailing the SEC at [email protected].

You can also 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
the previous fiscal period. To request a free copy of the most recent annual or
semiannual report, call us at 800.572. FUND [3863], option 3.

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

[Logo]
Invest wisely.(R)

---------------------------
800.572.FUND [3863]
www.montgomeryfunds.com
---------------------------

SEC File Nos.: The Montgomery Funds 811-6011

The Montgomery Funds II 811-8064

Funds Distributor, Inc. 10/00 ___

<PAGE>

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

PART A

COMBINED PROSPECTUS FOR CLASS P SHARES OF

MONTGOMERY GROWTH FUND
MONTGOMERY SMALL CAP FUND
MONTGOMERY INTERNATIONAL GROWTH FUND
MONTGOMERY GLOBAL 20 PORTFOLIO
MONTGOMERY EMERGING MARKETS FUND
MONTGOMERY SHORT DURATION GOVERNMENT BOND FUND
MONTGOMERY GOVERNMENT MONEY MARKET FUND
MONTGOMERY CALIFORNIA TAX-FREE INTERMEDIATE BOND FUND

AND

OTHER SERIES OF ANOTHER REGISTRANT

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

<PAGE>

Prospectus

October 31, 2000
P - Class

The Montgomery Funds(SM)

U.S. Equity Funds
Growth Fund
Small Cap Fund
Balanced Fund

International & Global Equity Funds
International Growth Fund
Global 20 Portfolio
Emerging Markets Fund

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

The Montgomery Funds has 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.

<PAGE>

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

[Sidebar]

Montgomery Shareholder
Service Representatives
(800) 572-FUND [3863]
Available 6:00 A.M. to 4:00 P.M.
Pacific time

Montgomery Web Site
www.montgomeryasset.com

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

TABLE OF CONTENTS

U.S. Equity Funds
Montgomery Growth Fund....................................................
Montgomery Small Cap Fund.................................................
Montgomery Balanced Fund..................................................
International and Global Equity Funds
Montgomery International Growth Fund......................................
Montgomery Global 20 Portfolio............................................
Montgomery Emerging Markets Fund..........................................
U.S. Fixed-Income and Money Market Funds
Montgomery Short Duration Government Bond Fund............................
Montgomery Government Money Market Fund...................................
Montgomery California Tax-Free Intermediate Bond Fund.....................
Portfolio Management...........................................................
Management Fees................................................................
Additional Investment Strategies and Related Risks.............................
The Euro: Single European Currency........................................
Defensive Investments.....................................................
Portfolio Turnover........................................................
Additional Benchmark Information..........................................
Financial Highlights...........................................................
Account Information............................................................
What You Need To Know About Your Montgomery Account.......................
Becoming a Montgomery Shareholder.........................................
How Fund Shares Are Priced................................................
Buying Additional Shares..................................................
Exchanging Shares.........................................................

<PAGE>

Selling Shares............................................................
Other Policies............................................................
Tax Withholding Information...............................................
After You Invest..........................................................

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)

You should also know that you could lose money by investing in the Funds.

This prospectus describes only the Funds' Class P shares, which are sold only
through financial intermediaries and financial professionals. The Montgomery
Funds offer other classes of shares with different fees and expenses to eligible
investors.

<PAGE>

Growth Fund | MNGFX

Objective

o Long-term capital appreciation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in U.S. growth companies.

The Fund's strategy is to identify well-managed U.S. companies that are expected
to increase their sales and corporate earnings on a sustained basis. The Fund
leverages the strength of Montgomery's global research team, a centralized team
of analysts and portfolio managers that support the firm's equity investment
strategies through extensive, original, fundamental analysis. When evaluating
investment opportunities, we favor companies that have a visible three-year
growth plan, are reasonably valued relative to their peers, and demonstrate
evidence of business momentum as a catalyst for growth and share price
appreciation. The Fund seeks to be fully invested and well-diversified with
high-quality holdings across a broad range of sectors.

Principal Risks [clipart]

<PAGE>

U.S. EQUITY FUNDS

[bar chart]

97 98 99
------------------- ----------------- ----------------
23.49% 2.02% 20.46%

During the three-year period described above in the bar chart, the Fund's best
quarter was Q2 1999 (+17.61%) and the worst quarter was Q3 1998 (-19.32%).

Growth Fund 20.46% 16.44%
S&P 500 Index 21.04% 26.39%+
--------------------------------------------------------------------------------
+ Calculated from 12/31/95 1 Year Inception
(1/12/96)

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: -0.28% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

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 reinvesting dividends.
<CAPTION>
<S> <C>
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 1.00%
Distribution/Service (12b-1) Fee 0.25%
Other Expenses 0.41%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.66%

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

[clipart] [sidebar]
Portfolio Management
Andrew Pratt, CFA
For more details see pages___

For financial highlights
see page ___

<PAGE>

Small Cap Fund | MNSCX

Objective

o Long-term capital appreciation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in rapidly growing U.S. small-cap companies.

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

Principal Risks [clipart]

<PAGE>

U.S. EQUITY FUNDS

[bar chart]

97 98 99
-------------- ----------- -----------
23.27% -8.19% 55.69%

During the three-year period described above in the bar chart, the Fund's best
quarter was Q4 1999 (+47.36%) and the worst quarter was Q3 1998 (-32.44%).

Small Cap Fund 55.69% 17.45%
Russell 2000 Index 21.26% 12.84%+
-------------------------------------------------------------------------------
+ Calculated from 6/30/96 1 Year Inception
(7/1/96)

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: -2.76% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

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 reinvesting dividends.
<CAPTION>
<S> <C>
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 1.00%
Distribution/Service (12b-1) Fee 0.25%
Other Expenses 0.36%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.61%

1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------
$163 $507 $874 $1,904

[clipart][sidebar]
Portfolio Management
Stuart Roberts
Paul LaRocco, CFA
Cam Philpott, CFA
Charles Reed, CFA
For more details see pages ___

For financial highlights
see page ___

7
<PAGE>

Balanced Fund | MNAAX

Objective

o High total return consisting of capital appreciation and income
---------------------------------------------------------------------------

Principal Strategy [clipart]

Maintains a balanced allocation of stocks, bonds and money market securities.

The Fund's strategy is to maintain an exposure to stocks and bonds by investing
in the following underlying Funds:

o Montgomery Growth Fund - seeks long-term capital appreciation by investing
in U.S. growth companies

o Montgomery Total Return Bond Fund - seeks total return consisting of income
and capital appreciation by investing in investment grade bonds

o a Montgomery money market fund - seeks current income consistent with
liquidity and capital preservation by investing in money market eligible
U.S. government securities

Principal Risks [clipart]

<PAGE>

U.S. EQUITY FUNDS

--------------------------------------------------------------------------------
Past Fund Performance The bar chart on 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 table on the right compares the Fund's performance with commonly used
indices for its market segment. Of course, past performance is no guarantee of
future results.
--------------------------------------------------------------------------------

[bar chart]

97 98 99
------------------- ----------------- ----------------
18.68% 6.03% 12.18%

During the three-year period described above in the bar chart, the Fund's best
quarter was Q2 1997 (+11.37%) and the worst quarter was Q3 1998 (-6.38%).

Balanced Fund 12.18% 12.34%
S&P 500 Index 21.04% 26.39%+
Lehman Brothers Aggregate Bond
Index -0.82% 5.20%+
--------------------------------------------------------------------------------
+ Calculated from 12/31/95 1 Year Inception
(1/3/96)

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: 3.20% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

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 reinvesting dividends.
<CAPTION>
<S> <C>
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 0.00%
Distribution/Service (12b-1) Fee 0.25%
Other Expenses
Top Fund Expenses 0.62%
Underlying Fund Expenses 1.17%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 2.04%
Fee Reduction and/or Expense Reimbursement 0.49%
Net Expenses 1.55%

++ In addition to the 0.87% 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, 2000, was 2.04%, calculated based on the Fund's total operating expense
ratio (0.62%) plus a weighted average of the expense ratios of its
underlying Funds (1.17%) plus a 12b-1 fee of (0.25%). 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 1.55% (including the expenses of the underlying Funds). This
contract has a rolling 10-year term.
</FN>
</TABLE>

<PAGE>

1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------
$160 $488 $843 $1,839

[clipart][sidebar]
Portfolio Management
Portfolio managers from
each underlying Fund
For more details see pages ___

For financial highlights
see page ___

<PAGE>

International Growth Fund | MNIGX

Objective

o Long-term capital appreciation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in medium- and large-cap companies in developed markets outside the U.S.

Principal 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. The Fund's focus on mid-cap stocks may expose shareholders to
additional risks. Securities of mid-cap companies may trade less frequently and
in more-limited volume than those of larger, more mature companies. As a result,
mid-cap stocks--and therefore the Fund--may fluctuate significantly more in
value than larger-cap stocks and funds that focus on them.

<PAGE>

INTERNATIONAL & GLOBAL
EQUITY FUNDS

[bar chart]

97 98 99
------------------- ----------------- ----------------
9.84% 28.65% 26.02%

During the three-year period described above in the bar chart, the Fund's best
quarter was Q4 1999 (+29.17%) and the worst quarter was Q3 1998 (-17.24%).

International Growth Fund 26.02% 21.67%
MSCI EAFE Index++ 27.30% 13.95%+
------------------------------------------------------------------------------
+ Calculated from 2/29/96 1 Year Inception
(3/12/96)
++ See page __ for a description of this index.

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: -17.77% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

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 reinvesting dividends.
<CAPTION>
<S> <C>
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 1.10%
Distribution/Service (12b-1) Fee 0.25%
Other Expenses 0.82%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 2.17%
Fee Reduction and/or Expense Reimbursement 0.12%
Net Expenses 2.05%

1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------
$207 $641 $1,100 $2,369

[clipart] [sidebar]
Portfolio Management
John Boich, CFA
Oscar Castro, CFA
For more details see page ___

For financial highlights
see page ___

12
<PAGE>

Global 20 Portfolio | MNSFX

Objective

o Long-term capital appreciation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in a concentrated portfolio of companies in the U.S. and abroad.

The Fund normally concentrates its investments in 20 to 30 companies, but
generally not fewer than 20. In identifying investment opportunities, the Fund
may select companies in the United States or in any developed foreign and
emerging markets. The Fund will limit its investment in any one country to no
more than 40% of its assets, or no more than two times the country's percentage
weighting in the benchmark MSCI World Index - whichever is greater. (The MSCI
World Index is described on page __). The Fund's investments in U.S. companies,
however, are not subject to these limits.

Principal 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. Because the Fund is a
non-diversified mutual fund, the value of an investment in the Fund will vary
more in response to developments or changes in the market value affecting
particular stocks than will an investment in a diversified mutual fund investing
in a greater number of securities.

Because the Fund may invest up to 30% of its assets in any one developing
country, it may be exposed to additional risks. Foreign and emerging markets
tend to be more volatile than the U.S. due to economic and political instability
and regulatory conditions. This risk is heightened in 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 and more
volatile and offer less regulatory protection for investors. Also, many of the
securities in which the Fund invests are denominated in foreign currencies,
whose value may decline against the U.S. dollar.

<PAGE>

INTERNATIONAL & GLOBAL
EQUITY FUNDS

[bar chart]
97 98 99
------------------- ----------------- ----------------
27.53% 9.16% 43.80%

During the three-year period described above in the bar chart, the Fund's best
quarter was Q4 1999 (+30.40%) and the worst quarter was Q3 1998 (-17.40%).

Global 20 Portfolio 43.80% 26.22%
MSCI World Index++ 25.34% 20.77%+
--------------------------------------------------------------------------------
+ Calculated from 11/30/96 1 Year Inception
(12/12/96)

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: -13.19% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------
++See page __ for a description of this index.

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 reinvesting dividends.
<CAPTION>
<S> <C>
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 0.25%
Other Expenses 1.47%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 2.97%
Fee Reduction and/or Expense Reimbursement 0.03%
Net Expenses 2.94%

1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------
$296 $907 $1,543 $3,243

[clipart] [sidebar]
Portfolio Management
John Boich, CFA
Oscar Castro, CFA
For more details see pages ___

For financial highlights
see page ___

<PAGE>

Emerging Markets Fund | MNEMX

Objective

o Long-term capital appreciation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in companies based or operating primarily in developing economies
throughout the world.

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

o Africa: Egypt, Ghana, Ivory Coast, Kenya, Morocco, Nigeria, South Africa,
Tunisia and Zimbabwe

Principal Risks [clipart]

<PAGE>

INTERNATIONAL & GLOBAL
EQUITY FUNDS

[bar chart]

97 98 99
------------------- ----------------- ----------------
-3.83% -38.89% 62.76%

During the three-year period described above in the bar chart, the Fund's best
quarter was Q4 1999 (+35.89%) and the worst quarter was Q3 1998 (-25.15%).

Emerging Markets Fund 62.76% 1.36%
MSCI Emerging Markets Free Index++ 66.41% 2.64%+
--------------------------------------------------------------------------------
+ Calculated from 2/28/96 1 Year Inception
(3/12/96)
++See page __ for a description of this index.

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: -18.50% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

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 reinvesting dividends.
<CAPTION>
<S> <C>
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 1.19%
Distribution/Service (12b-1) Fee 0.25%
Other Expenses 1.30%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 2.74%
Fee Reduction and/or Expense Reimbursement 0.16%
Net Expenses 2.58%

1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------
$260 $800 $1,366 $2,900

[clipart][sidebar]
Portfolio Management
Josephine Jimenez, CFA
Frank Chiang
For more details see pages ___

For financial highlights
see page ___

16
<PAGE>

Short Duration Government Bond Fund | MNSGX

Objective

o Current income consistent with capital preservation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in short-term U.S. government securities.

Principal Risks [clipart]

<PAGE>

U.S. FIXED-INCOME & MONEY
MARKET FUNDS

[bar chart]

97 98 99
------------------- ----------------- ----------------
6.18% 7.48% 2.31%

During the three-year period described above in the bar chart, the Fund's best
quarter was Q3 1998 (+3.14%) and the worst quarter was Q2 1999 (+0.29%).

Short Duration Gov't Bond Fund 2.31% 5.53%
Lehman Brothers Gov't.
Bond 1-3 Year Index 2.97% 5.52%+
--------------------------------------------------------------------------------
+ Calculated from 2/29/96 1 Year Inception
(3/12/96)

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: 5.04% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

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>
<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 0.25%
Other Expenses 1.11%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.86%
Fee Reduction and/or Expense Reimbursement 0.50%
Net Expenses 1.36%**

<FN>
* $10 will be deducted from redemption proceeds sent by wire or overnight
courier.

++ 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 rolling
10-year term. Net expenses (including interest and taxes) actually paid by
shareholders because of additional voluntary reductions by the manager were
1.36%.

1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------
$138 $430 $743 $1,629

[clipart] [sidebar]
Portfolio Management
William Stevens
Marie Chandoha
For more details see page ___

For financial highlights
see page ___

<PAGE>

Government Money Market Fund | MNGXX

Objective

o Current income consistent with liquidity and capital preservation
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in money market eligible U.S. government securities.

Principal 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 Money Market Fund is
neither insured nor guaranteed by the Federal Deposit Insurance Corporation
(FDIC) or any other government agency.

<PAGE>

U.S. FIXED-INCOME & MONEY
MARKET FUNDS

[bar chart]

97 98 99
------------------- ----------------- ----------------
4.89% 4.87% 4.58%

During the three-year period described above in the bar chart, the Fund's best
quarter was Q4 1999 (+1.25%) and the worst quarter was Q3 1998 (+0.86%).

Gov't Money Market Fund 4.58% 4.79%
Lipper U.S. Gov't Money
Market Fund Average 4.46% 4.79%+
--------------------------------------------------------------------------------
+ Calculated from 2/28/96 1 Year Inception
(3/12/96)

--------------------------------------------------------------------------------
2000 Return Through 9/30/00: 4.27% Average Annual Returns Through 12/31/99
--------------------------------------------------------------------------------

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>
<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 0.31%
Distribution/Service (12b-1) Fee 0.25%
Other Expenses 0.16%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.72%

<FN>
* $10 will be deducted from redemption proceeds sent by wire or overnight
courier.
</FN>
</TABLE>

1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------
$73 $230 $400 $892

[clipart][sidebar]
Portfolio Management
William Stevens
For more details see page ___

For financial highlights
see pages ___

<PAGE>

California Tax-Free Intermediate Bond Fund | MNCTX

This Fund is intended for California residents only

Objective

o High current income exempt from federal and California state personal
income taxes
---------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in intermediate-maturity California municipal bonds.

Principal Risks [clipart]

<PAGE>

U.S. FIXED-INCOME & MONEY
MARKET FUNDS

<TABLE>
[bar chart]

During the six-year period described above in the bar chart, the Fund's best
quarter was Q3 1998 (+3.59%) and the worst quarter was Q2 1999 (-2.02%).

CA Tax-Free Int. Bond Fund -1.24% 5.57% 4.63%
Merrill Lynch CA Intermediate
Municipal Bond Index 0.27% 5.77% 4.27%+
--------------------------------------------------------------------------------
+ Calculated from 6/30/93 1 Year 5 Years Inception
(7/1/93)++

++ Represents the inception date of another class of shares of the Fund not
subject to the Class P Rule 12b-1 fee.

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>
<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 0.25%
Other Expenses# 0.44%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.19%
Fee Reduction and/or Expense Reimbursement 0.24%
Net Expenses 0.95%

<FN>
* $10 will be deducted from redemption proceeds sent by wire or overnight
courier.

# Based on actual other expenses of another class of shares of the Fund not
subject to the Class P Rule 12b-1 fee.
</FN>
</TABLE>

1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------
$97 $302 $524 $1,163

[clipart][sidebar]
Portfolio Management
William Stevens
For more details see page ___

For financial highlights
see page ___

<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
September 30, 2000, Montgomery Asset Management managed approximately $5 billion
on behalf of some 184,000 investors in The Montgomery Funds.

U.S. Equity Funds

[photo] PAUL LAROCCO, CFA, Portfolio Manager

o Montgomery Small Cap Fund

Mr. LaRocco joined Montgomery in 2000, co-managing the Montgomery Small Cap
Fund. From 1998 to 2000, he was a senior portfolio manager at Founders Asset
Management, with responsibility for several large- and mid-cap growth funds.
Prior to that he was a portfolio manager for a number of small- and mid-cap
funds at Oppenheimer Funds from 1993 to 1998. Mr. LaRocco holds a Master of
Business Administration degree in Finance from the University of Chicago
Graduate School of Business and has a Bachelor of Science degree in
Physiological Psychology and a Bachelor of Arts degree in Biological Sciences
from the University of California, Santa Barbara. He is a Chartered Financial
Analyst.

[photo] JEROME "CAM" PHILPOTT, CFA, Portfolio Manager and Principal

o Montgomery Small Cap Fund

Mr. Philpott joined Montgomery in 1991 as an analyst for the Small Cap Equity
team. He has co-managed the Montgomery Small Cap Fund since 1996. Prior to
Montgomery, Mr. Philpott served as a securities analyst with Boettcher &
Company, where he focused on the consumer and telecommunications industries.
Prior to that he worked as a general securities analyst at Berger Associates,
Inc., an investment management firm. Mr. Philpott holds a Master of Business
Administration degree from the Darden School at the University of Virginia and a
Bachelor of Arts degree in Economics from Washington and Lee University. He is a
Chartered Financial Analyst.

[photo] ANDREW PRATT, CFA, Portfolio Manager and Principal

o Montgomery Growth Fund

o Montgomery Balanced Fund

Mr. Pratt joined Montgomery in 1993 as part of the Growth Equity team,
responsible for managing the Montgomery Growth Fund. In 2000 he became portfolio
manager of the Growth Fund and co-manager of the Balanced Fund. In addition, he
has been managing U.S. equity portfolios for institutional clients. Prior to
joining Montgomery, Mr. Pratt was with Hewlett-Packard as an equity analyst
covering a variety of industry groups. While at HP he also managed a portfolio
of small-cap technology companies and researched private placement and venture
capital investments. Mr. Pratt holds a Bachelor of Business Administration
degree from the University of Wisconsin and a Master of Science degree in
Finance from Boston College. He is a Chartered Financial Analyst.

[photo] CHARLES I. REED, CFA, Portfolio Manager

o Montgomery Small Cap Fund

Mr. Reed joined Montgomery in 1997 as an analyst for the Small Cap Equity team.
He has co-managed the Montgomery Small Cap Fund since 2000. From 1995 to 1997,
he was an equity analyst for Berger Associates, Inc., where he conducted
research on publicly traded companies, performed fundamental analysis of data
networking companies, and developed and maintained financial models on companies
within the financial telecommunications and temporary staffing industries. From
1992 to 1995, Mr. Reed worked as a project manager for Lipper Analytical
Services, Inc., performing mutual fund analysis on performance and expenses. He
received a Bachelor of Science degree in Finance from Colorado State

<PAGE>

University and a Master of Science degree in Finance with an emphasis in
Financial Analysis from the University of Colorado. Mr. Reed is a Chartered
Financial Analyst.

[photo] STUART ROBERTS, Senior Portfolio Manager and Principal

o Montgomery Small Cap Fund

Mr. Roberts has been managing the Montgomery Small Cap Fund since its inception
in 1996 and has specialized in small-cap growth investing since 1983. Prior to
joining Montgomery, he was vice president and portfolio manager at Founders
Asset Management, where he was responsible for managing three separate
growth-oriented small-cap mutual funds. Before joining Founders, Mr. Roberts
managed a health-care sector mutual fund as portfolio manager at Financial
Programs, Inc. He holds a Master of Business Administration degree from the
University of Colorado and a Bachelor of Arts degree in Economics and History
from Bowdoin College.

International and Global Equity Funds

[photo] JOHN BOICH, CFA, Senior Portfolio Manager and Principal

o Montgomery International Growth Fund

o Montgomery Global 20 Portfolio

Mr. Boich has co-managed the International Growth Fund since its launch in 1996
and the Global 20 Portfolio since 2000. Previously, Mr. Boich was vice president
and portfolio manager at The Boston Company Institutional Investors, Inc.,
responsible for the development and subsequent management of its flagship
international equity product. Prior to that he was a founder and co-manager of
the Common Goal World Fund, a global equity partnership. Mr. Boich holds a
Bachelor of Arts degree in Economics from the University of Colorado and is a
Chartered Financial Analyst.

[photo] OSCAR CASTRO, CFA, Senior Portfolio Manager and Principal

o Montgomery International Growth Fund

o Montgomery Global 20 Portfolio

Mr. Castro has co-managed the International Growth Fund since its inception in
1996 and the Global 20 Portfolio since 2000. Prior to joining Montgomery, Mr.
Castro was vice president and portfolio manager at G.T. Capital Management,
where he helped launch and manage mutual funds specializing in global
telecommunications and Latin America. Prior to that he was a founder and
co-manager of the Common Goal World Fund, a global equity partnership. Mr.
Castro holds a master of Business Administration degree in Finance from Drexel
University in Pennsylvania and a Bachelor of Science degree in Chemical
Engineering from Simon Bolivar University in Venezuela. He is a Chartered
Financial Analyst.

[photo] FRANK CHIANG, Portfolio Manager and Principal

o Montgomery Emerging Markets Fund

Mr. Chiang joined Montgomery in 1996, co-managing the Montgomery Emerging
Markets Fund since its inception. From 1993 to 1996, he was with TCW Asia Ltd.,
Hong Kong, where he was a managing director and portfolio manager responsible
for TCW's Asian Equity strategy. Prior to that he was associate director and
portfolio manager for Wardley Investment Services, Hong Kong, where he created
and managed three dedicated China funds. Mr. Chiang has a Bachelor of Science
degree in Physics and Mathematics from McGill University in Montreal, Canada,
and a Master of Business Administration and Finance degree from New York
University. He is fluent in three Chinese dialects: Mandarin, Shanghainese and
Cantonese.

<PAGE>

[photo] JOSEPHINE JIMENEZ, CFA, Senior Portfolio Manager and Principal

o Montgomery Emerging Markets Fund

Ms. Jimenez joined Montgomery in 1991 to launch the firm's emerging markets
discipline and has managed the Montgomery Emerging Markets Fund since it
launched in 1996. Prior to joining Montgomery, Ms. Jimenez was a portfolio
manager at Emerging Markets Investors Corporation. From 1981 through 1988, she
analyzed U.S. equity securities, first at Massachusetts Mutual Life Insurance
Company, then at Shawmut Corporation. She received a Master of Science degree
from the Massachusetts Institute of Technology and a Bachelor of Science degree
from New York University. She is a Chartered Financial Analyst.

U.S. Fixed-Income and Money Market Funds

[photo] MARIE CHANDOHA, Portfolio Manager and Principal

o Montgomery Short Duration Government Bond Fund

Ms. Chandoha joined Montgomery in 1999 as portfolio manager of the Montgomery
Short Duration Government Bond Fund. She began her investment career in 1983.
From 1996 to 1999, she was chief bond strategist at Goldman Sachs, where she
advised institutional clients on optimal asset allocation strategies in the U.S.
bond market. From 1994 to 1996, she was managing director of global fixed-income
and economics research at Credit Suisse First Boston, where she managed the
global bond and economics research department. Ms. Chandoha is a Phi Beta Kappa
graduate of Harvard University, with a Bachelor of Arts degree in Economics.

[photo] WILLIAM STEVENS, Senior Portfolio Manager and Principal

o Montgomery Fixed-Income Funds

o Montgomery Balanced Fund

Mr. Stevens began his investment career in 1984 and has directed Montgomery's
U.S. Fixed-Income team since joining the firm in 1992, managing all Fixed-Income
Funds since their inceptions. He has also managed the Balanced Fund since its
launch in 1996. Prior to Montgomery he was responsible for starting the
collateralized mortgage obligation and asset-backed securities trading
department at Barclays de Zoete Wedd Securities. Previously, he had headed the
structured product department at Drexel Burnham Lambert, which included both
origination and trading. Mr. Stevens has a Master of Business Administration
degree from the Harvard Business School and is a Phi Beta Kappa graduate of
Wesleyan University.

Management Fees and Operating Expense Limits

<TABLE>
The table below shows the management fee rate actually paid to Montgomery Asset
Management over the past fiscal year and the contractual limits on total
operating expenses for each Fund. The management fee amounts shown may vary from
year to year, depending on actual expenses. Actual fee rates may be greater than
contractual rates to the extent Montgomery recouped previously deferred fees
during the fiscal year.

<CAPTION>
LOWER OF TOTAL
MANAGEMENT EXPENSE LIMIT OR
FEES ACTUAL TOTAL EXPENSES
MONTGOMERY FUND (annual rate) (annual rate)
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
U.S. Equity Funds
Montgomery Growth Fund 1.00% 1.66%
Montgomery Small Cap Fund 0.99% 1.61%
Montgomery Balanced Fund 0.00% 1.55%

<PAGE>

LOWER OF TOTAL
MANAGEMENT EXPENSE LIMIT OR
FEES ACTUAL TOTAL EXPENSES
MONTGOMERY FUND (annual rate) (annual rate)
-----------------------------------------------------------------------------------------------------------------

International and Global Equity Funds
Montgomery International Growth Fund 1.05% 1.90%
Montgomery Global 20 Portfolio 1.22% 2.01%
Montgomery Emerging Markets Fund 1.15% 2.15%

U.S. Fixed-Income and Money Market Funds
Montgomery Short Duration Government Bond Fund 0.27% 0.85%
Montgomery Government Money Market Fund 0.31% 0.72%
Montgomery California Tax-Free Intermediate Bond Fund 0.40% 0.95%
</TABLE>

<PAGE>

Additional Investment Strategies and Related Risks

The Euro: Single European Currency

The introduction of the euro has occurred, but the following uncertainties will
continue to exist for some time:

o Whether the payment, valuation and operational systems of banks and
financial institutions can operate reliably

o The applicable conversion rate for contracts stated in the national
currency of an EU member

o How clearing and settlement systems needed to process transactions
reliably will work

o What the effects of the euro on European financial and commercial
markets will be

o How new legislation and regulations will affect euro-related issues

Defensive Investments

Portfolio Turnover

The Funds' 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
styles: Growth, Small Cap, International Growth, and Balanced Funds and Global
20 Portfolio. See "Financial Highlights," beginning on page __, for each Fund's
historical portfolio turnover.

<PAGE>

Additional Benchmark Information

o The Lehman Brothers Aggregate Bond Index is composed of securities
from the Lehman Brothers Government/Corporate Bond Index,
Mortgage-Backed Securities Index and Yankee Bond Index (all U.S.
dollar-denominated, SEC-registered, fixed- rate debt issued or
guaranteed by foreign governments, municipalities, government agencies
or international agencies). Total return comprises price appreciation/
depreciation and income as a percentage of the original investment. The
index is rebalanced monthly by market capitalization.

o The Morgan Stanley Capital International (MSCI) World Index measures
the performance of selected stocks in 22 developed countries. The index
is presented net of dividend withholding taxes.

o The MSCI Emerging Markets Free Index is an unmanaged,
capitalization-weighted composite index that covers individual
securities within the equity markets of approximately 25 emerging
markets countries.

o The MSCI Europe, Australasia and Far East (EAFE) Index, a
capitalization-weighted index, is composed of 21 developed market
countries in Europe, Australasia and the Far East. The returns are
presented net of dividend withholding taxes.

o The Russell 2000 Index is a capitalization-weighted total return
index that includes the smallest 2,000 companies within the Russell
3000 Index.

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand the Funds'
performance for the periods shown.

The financial information for periods indicated with the note "R" relates to
another class of shares of the California Tax-Free Intermediate Bond Fund not
subject to the Class P Rule 12b-1 fees.

The total return figures in the tables represent the rate an investor would have
earned (or lost) on an investment in the relevant Fund (assuming reinvestment of
all dividends and distributions).
<TABLE>
[table]
<CAPTION>
U.S. Equity Funds
Growth Fund
Fiscal Year Ended June 30,
SELECTED PER-SHARE DATA FOR THE YEAR OR PERIOD ENDED: 2000## 1999## 1998## 1997## 1996(a)
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value - Beginning of period $24.51 $23.77 $23.12 $21.94 $19.22

Net investment income/(loss) (0.07) 0.04 0.11 0.09 0.03

Net realized and unrealized gain/(loss)
on investments (0.07) 2.31 3.55 3.96 2.69

Net increase/(decrease) in net assets
resulting from investment operations (0.14) 2.35 3.66 4.05 2.72

Distributions:
Dividends from net investment income (0.10) (0.04) (0.09) (0.10) --
Distribution from net realized capital gains (3.01) (1.57) (2.92) (2.77) --
Distribution in excess of net realized capital gains -- -- -- -- --

Total distributions (3.11) (1.61) (3.01) (2.87) --

Net asset value - End of period $21.26 $24.51 $23.77 $23.12 $21.94
================================================================================================================================
Total return** 0.01% 11.62% 17.09% 20.41% 14.15%

Ratios to average net assets/supplemental data

Net assets, end of period (in 000s) $1,639 $219 $198 $212 $82

Ratio of net investment income/(loss) to average
net assets (0.32)% 0.21% 0.46% 0.44% 0.53%+

Net investment income/(loss) before deferral
of fees by Manager $(0.07) $0.04 $0.11 -- --

Portfolio turnover rate 79% 39% 54% 61% 118%

Expense ratio including interest and tax expense 1.66% 1.63% 1.45% 1.52% 1.60%+

Expense ratio before deferral of fees by
Manager including interest and tax expenses 1.66% 1.63% 1.45% -- --

Expense ratio excluding interest and tax expense 1.63% 1.60% 1.44% -- --

<FN>
(a) The Growth Fund's Class P shares commenced operations on January 12, 1996.

** Total return represents aggregate total return for the periods indicated.

+ Annualized.

Small Cap Fund Balanced Fund
Fiscal Year Ended June 30, Fiscal Year Ended June 30,
SELECTED PER-SHARE DATA FOR THE YEAR OR
PERIOD ENDED: 2000 1999## 1998## 1997(b) 2000 1999## 1998++ 1997## 1996(c)
------------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value - Beginning of period $16.35 $20.53 $19.48 $21.73 $16.74 $19.11 $19.89 $19.33 $17.86

Net investment income/(loss) (0.28) (0.21) (0.20) (0.10) 0.58 0.44 1.62 0.43 0.09

Net realized and unrealized
gain/(loss)
on investments 5.78 (1.20) 4.22 1.13 (0.31) 1.17 1.01 2.13 1.38

Net increase/(decrease) in net assets
resulting from investment operations 5.50 (1.41) 4.02 1.03 0.27 1.61 2.63 2.56 1.47

Distributions:
Dividends from net investment income -- -- -- -- (0.58) (0.89) (0.84) (0.34) --
Dividends in excess of net investment
income -- -- -- -- -- -- (0.74) -- --
Distributions from net realized
capital gains (0.00)# (2.07) (2.97) (3.28) (0.31) (1.68) (1.83) (1.66) --
Distributions in excess of net
realized capital gains -- (0.70) -- -- (0.13) (1.41) -- -- --

Total distributions (0.00)# (2.77) (2.97) (3.28) (1.02) (3.98) (3.41) (2.00) --

Net asset value - End of period $21.85 $16.35 $20.53 $19.48 $15.99 $16.74 $19.11 $19.89 $19.33
====================================================================================================================================

Total return** 33.95% (4.39)% 22.44% 5.74% 1.53% 11.15% 14.53% 14.35% 8.23%

Ratios to average net
assets/supplemental data

Net assets, end of period (in 000s) $27,927 $20,606 $21,548 $6,656 $2,803 $56 $71 $74 $43

Ratio of net investment income/(loss)
to average net assets (1.40)% (1.35)% (0.95)% (1.03)%+ 0.27% 2.68% 2.85% 2.30% 1.60%+

Net investment income/(loss) before
deferral of fees by Manager $(0.28) $(0.21) $(0.20) -- $0.09 $0.41 $1.59 $0.42 $0.08
Portfolio turnover rate 93% 71% 69% 59% 35% 36% 84% 169% 226%

Expense ratio including interest and
tax expense 1.61% 1.57% 1.49% 1.45%+ 0.40% 0.50% 0.51% 1.68% 1.67%+

Expense ratio before deferral of fees
by Manager, including interest and
tax expense 1.61% 1.57% 1.49% -- 0.87% 0.71% 0.56% 1.74% 1.80%+

Expense ratio excluding interest and
tax expense 1.61% 1.57% 1.49% -- 0.40% 0.50% 0.50% 1.56% 1.55%+

<FN>
(b) The Small Cap Fund's Class P shares commenced operations on July 1, 1996.

** Total return represents aggregate total for the periods indicated.

++ The Fund converted to a fund of funds structure effective July 1, 1998.
Expense ratios prior to that date do not reflect expenses borne indirectly.

+ Annualized.

# Amount represents less than $0.01 per share.

<PAGE>

<TABLE>
<CAPTION>
International and Global Equity Funds

International Growth Fund
Fiscal Year Ended June 30,
SELECTED PER-SHARE DATA FOR THE YEAR OR PERIOD
ENDED: 2000## 1999 1998## 1997## 1996 (d)
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value - Beginning of period $18.92 $18.64 $16.22 $15.31 $13.66

Net investment income/(loss) (0.25) 0.12 (0.01) 0.05 0.00#

Net realized and unrealized gain/(loss) on
investments 2.29 0.26 3.50 2.54 1.65

Net increase/(decrease) in net assets resulting
from investment operations 2.04 0.38 3.49 2.59 1.65

Distributions:
Dividends from net investment income -- -- -- -- --
Dividends in excess of net investment income -- -- 0.00# -- --
Distributions from net realized capital gains (0.39) (0.10) (1.07) (1.68) --
Distributions in excess of net realized
capital gains -- -- -- -- --

Total distributions (0.39) (0.10) (1.07) (1.68) --

Net asset value - End of period $20.57 $18.92 $18.64 $16.22 $15.31
=========================================================================================================================
Total return** 10.67% 2.18% 23.03% 19.13% 12.08%

Ratios to average net assets/supplemental data

Net assets, end of period (in 000s) $9,352 $2,352 $5 $5 $1

Ratio of net investment income/(loss) to
average net assets (1.15)% 0.16% (0.03)% 0.32% 0.01%+

Net investment income/(loss) before deferral of
fees by Manager $(0.27) $0.12 $(0.08) $(0.06) $(0.05)

Portfolio turnover rate 207% 150% 127% 95% 239%

Expense ratio including interest and tax expense 2.05% 1.91% 1.91% -- --

Expense ratio before deferral of fees by
Manager, including interest and tax expense 2.17% 1.99% 2.38% 2.62% 3.16%+

Expense ratio excluding interest and tax expense 1.90% 1.90% 1.90% 1.91% 1.90%+

<FN>
(d) The International Growth Fund's Class P shares commenced operations on
March 11, 1996.

** Total return represents aggregate total return for the periods indicated.

+ Annualized.

# Amount represents less than $0.01 per share.

<PAGE>

<TABLE>
<CAPTION>
International and Global Equity Funds

Emerging Markets Fund
Fiscal Year Ended June 30,
SELECTED PER-SHARE DATA FOR THE YEAR OR PERIOD ENDED: 2000## 1999 1998 1997 1996(e)
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value - Beginning of period $10.05 $9.74 $16.77 $14.19 $12.62

Net investment income/(loss) (0.20) 0.00# 0.03 0.06 0.01

Net realized and unrealized gain/(loss)
on investments 1.94 0.31 (6.61) 2.58 1.56

Net increase/(decrease) in net assets
resulting from investment operations 1.74 0.31 (6.58) 2.64 1.57

Distributions:
Dividends from net investment income -- -- (0.12) (0.06) --
Dividends in excess of net investment income -- -- -- -- --
Distributions from net realized capital gains -- -- (0.33) -- --
Distributions in excess of net realized capital
gains -- -- _ -- --

Total distributions -- -- (0.45) (0.06) --

Net asset value - End of period $11.79 $10.05 $9.74 $16.77 $14.19
===============================================================================================================================
17.43% 3.08% (39.75)% 18.62% 12.44%
Total return**

Ratios to average net assets/supplemental data

Net assets, end of period (in 000s) $6,531 $520 $413 $607 $2

Ratio of net investment income/(loss) to average
net assets (1.72)% (0.24)% 0.30% 0.23% 0.33%+

Net investment income/(loss) before deferral
of fees by Manager $(0.21) $0.01 $0.03 -- --

Portfolio turnover rate 113% 86% 97% 83% 110%

Expense ratio including interest and tax expense 2.58% 2.30% 1.90% -- --

Expense ratio before deferral of fees by
Manager, including interest and tax expenses 2.74% 2.40% 1.90% -- --

Expense ratio excluding interest and tax expense 2.19% 2.15% 1.85% 1.92% 1.97%+

<FN>
(e) The Emerging Markets Fund's Class P shares commenced operations on March
12, 1996.

** Total return represents aggregate total return for the periods indicated.

+ Annualized.

# Amount represents less than $0.01 per share.

<PAGE>

<TABLE>
<CAPTION>
International and Global Equity Funds

Global 20 Portfolio
Fiscal Year Ended June 30,
SELECTED PER-SHARE DATA FOR THE YEAR OR PERIOD ENDED: 2000## 1999## 1998## 1997(f)
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value - Beginning of period $21.83 $20.68 $19.98 $15.89

Net investment income/(loss) (0.47) (0.14) 0.09 (0.02)

Net realized and unrealized gain/(loss)
on investments 4.10 2.64 2.46 4.11

Net increase/(decrease) in net assets
resulting from investment operations 3.63 2.50 2.55 4.09

Distributions:
Dividends from net investment income -- (0.21) -- --
Dividends in excess of net investment income -- (0.09) -- --
Distributions from net realized capital gains (3.11) (1.05) (1.85) --
Distributions in excess of net realized capital gains -- -- -- --
Distributions from capital -- -- -- --

Total distributions (3.11) (1.35) (1.85) --

Net asset value - End of period $22.35 $21.83 $20.68 $19.98
============================================================================================================================
Total return** 16.91% 13.46% 14.12% 25.74%

Ratios to average net assets/supplemental data

Net assets, end of period (in 000s) $20 $55 $52 $9

Ratio of net investment income/(loss) to average
net assets (1.99)% (0.72)% 0.34% (0.21)%+

Net investment income/(loss) before deferral
of fees by Manager $(0.66) $(0.14) $0.09 $(0.03)

Portfolio turnover rate 181% 115% 151% 158%

Expense ratio including interest and tax expense 2.94% 2.01% 2.06% _

Expense ratio before deferral of fees by
Manager, including interest and tax expenses 2.97% 2.01% 2.06% 2.17%+

Expense ratio excluding interest and tax expense 2.01% 1.98% 2.05% 2.07%+

<FN>
(f) The Global 20 Portfolio's Class P shares commenced operations on December
12, 1996.

** Total return represents aggregate total return for the periods indicated.

+ Annualized.

<PAGE>

<TABLE>
<CAPTION>
U.S. Fixed-Income and Money Market Funds

Short Duration Government Bond Fund
Fiscal Year Ended June 30,
SELECTED PER-SHARE DATA FOR THE YEAR OR PERIOD ENDED: 2000 1999 1998 1997## 1996(g)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value - Beginning of period $10.03 $10.15 $9.99 $9.92 $9.98

Net investment income/(loss) 0.56 0.41 0.61 0.59 0.16

Net realized and unrealized gain/(loss)
on investments (0.15) (0.06) 0.12 0.06 (0.05)

Net increase/(decrease) in net assets
resulting from investment operations 0.41 0.35 0.73 0.65 0.11

Distributions:
Dividends from net investment income (0.54) (0.41) (0.57) (0.58) (0.17)
Dividends in excess of net investment income (0.02) (0.01) -- (0.00)# --
Distributions from net realized capital gains -- -- -- -- --
Distributions in excess of net realized capital
gains -- (0.05) -- -- --
Distributions from capital -- -- -- -- --

Total distributions (0.56) (0.47) (0.57) (0.58) (0.17)

Net asset value - End of period $9.88 $10.03 $10.15 $9.99 $9.92
==========================================================================================================================
4.18% 4.47% 7.34% 6.69% 1.12%
Total return**

Ratios to average net assets/supplemental data

Net assets, end of period (in 000s) $4,087 $3,887 $3 $0 $1

Ratio of net investment income/(loss) to average
net assets 5.60% 4.96% 5.58% 5.62% 5.63%+

Net investment income/(loss) before deferral
of fees by Manager $0.54 $0.37 $0.55 $0.54 $0.14

Portfolio turnover rate 188% 199% 502% 451% 350%

Expense ratio including interest and tax expense 1.36% 1.60% 1.40% 1.80% 1.80%+

Expense ratio before deferral of fees by
Manager, including interest and tax expenses 1.86% 2.10% 1.98% 2.30% 2.56%+

Expense ratio excluding interest and tax expense 0.88% 0.87% 0.53% 0.85% 0.85%+

<FN>
(g) The Short Duration Government Bond Fund's Class P shares commenced
operations on March 11, 1996.

# Amount represents less than $0.01 per share.

** Total return represents aggregate total return for the periods indicated.

+ Annualized.

<PAGE>

<TABLE>
<CAPTION>
U.S. Fixed-Income and Money Market Funds

Government Money Market Fund
Fiscal Year Ended June 30,
SELECTED PER-SHARE DATA FOR THE YEAR OR PERIOD ENDED: 2000 1999 1998 1997 1995(h)
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value - Beginning of period $1.00 $1.00 $1.00 $1.00 $1.00

Net investment income/(loss) 0.051 0.045 0.049 0.048 0.014

Net realized and unrealized gain/(loss)
on investments 0.000ss. 0.000ss. 0.000ss. 0.000ss. 0.000ss.

Net increase/(decrease) in net assets resulting
from investment operations 0.051 0.045 0.049 0.048 0.014

Distributions:
Dividends from net investment income (0.051) (0.045) (0.049) (0.048) (0.014)
Dividends in excess of net investment income -- -- -- -- --
Distributions from net realized capital gains -- -- -- -- --

Total distributions (0.051) $(0.045) (0.049) (0.048) (0.014)

Net asset value - End of period $1.00 $1.00 $1.00 $1.00 $1.00
========================================================================================================================
Total return** 5.19% 4.54% 5.00% 4.88% 1.38%

Ratios to average net assets/supplemental data

Net assets, end of period (in 000s) $8,653 $1 -- -- $1

Ratio of net investment income/(loss) to average
net assets 5.53% 4.52% 4.90% 4.68% 4.91%+

Net investment income/(loss) before deferral of
fees by Manager $0.051 $0.045 $0.049 $0.048 $0.013

Portfolio turnover rate 5.53% -- --

Expense ratio including interest and tax expense 0.72% 0.75% 0.78% -- --

Expense ratio before deferral of fees by
Manager, including interest and tax expenses 0.72% 0.75% 0.73% 0.87% 0.99%+

Expense ratio excluding interest and tax expense 0.72% 0.75% 0.78% 0.85% 0.85%+

<FN>
(h) The Government Money Bond Fund's Class P shares commenced operations on
March 11, 1996.

** Total return represents aggregate total for the periods indicated.

+ Annualized.

ss. Amount represents less than $0.001 per share.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
U.S. Fixed-Income and Money Market Funds

California Tax-Free Intermediate Bond Fund
Fiscal Year Ended June 30,
SELECTED PER-SHARE DATA FOR THE YEAR OR
PERIOD ENDED: 2000(R) 1999(R) 1998(R) 1997(R) 1996(R)
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value - Beginning of period $12.67 $12.86 $12.53 $12.23 $12.04

Net investment income 0.51 0.49 0.51 0.53 0.54

Net realized and unrealized gain/(loss)
on investments (0.04) (0.16) 0.33 0.30 0.19

Net increase/(decrease) in net assets
resulting from investment operations 0.47 0.33 0.84 0.83 0.73

Distributions:
Dividends from net investment income (0.52) (0.46) (0.51) (0.53) (0.54)
Dividends in excess of net investment
income -- (0.03) -- -- --
Distributions from net realized capital
gains -- (0.03) -- -- --

Dividends in excess of net realized
capital gains -- (0.00)# -- -- --

Total distributions (0.52) (0.52) (0.51) (0.53) (0.54)

Net asset value - End of period $12.62 $12.67 $12.86 $12.53 $12.23
==========================================================================================================
Total return** 3.83% 2.71% 6.85% 6.91% 6.11%

Ratios to average net assets/supplemental
data

Net assets, end of period (in 000s) $27,405 $41,017 $35,667 $21,681 $13,948

Ratio of net investment income to
average net assets 4.14% 3.93% 4.03% 4.27% 4.34%

Net investment income/(loss) before
deferral of fees by Manager $0.50 $0.48 $0.44 $0.47 $0.43

Portfolio turnover rate 49% 184% 42% 26% 58%

Expense ratio including interest and tax
expense 0.70% 0.69% 0.69% 0.68% 0.61%

Expense ratio before deferral of fees by
Manager, including interest and tax
expenses 1.19% 1.19% 1.19% 1.18% 1.43%

Expense ratio excluding interest and tax
expense 0.70% 0.69% 0.68% -- --

<FN>
** Total return represents aggregate total return for the periods indicated.

# Amount represents less than $0.01 per share.
</FN>
</TABLE>

<PAGE>

[table]

Investment Options

The Funds' shares are offered only through financial intermediaries and
financial professionals. To open a new account, complete and mail the New
Account application included with this prospectus.
--------------------------------------------------------------------------------

Trade requests received after 1:00 P.M. Pacific time (4:00 P.M. eastern time)
will be executed at the following business day's closing price. Once a trade is
placed it may not be altered or canceled.

Checks should be made payable to:
The Montgomery Funds

The minimum initial investment for each Fund is $2,500 ($1,000 for IRAs). The
minimum subsequent investment is $100.

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 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 219073
Kansas City, MO 64121-9073

By express or overnight service:
The Montgomery Funds
c/o DST Systems, Inc.
210 West 10th Street, 8th Floor
Kansas City, MO 64105-1614

o Buy or sell shares by wiring funds
To: State Street Bank and 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]

<PAGE>

ACCOUNT INFORMATION

What You Need to Know About Your Montgomery Account

The Funds' shares are offered for sale only by Funds Distributor, Inc.
(Distributor) and through selected securities brokers and dealers. You pay no
sales charge to invest in The Montgomery Funds. The minimum initial investment
for each Fund is $2,500 ($1,000 for IRAs). The minimum subsequent investment is
$100. Under certain conditions we or the Distributor may waive these minimums.
If you buy shares through a broker or investment advisor instead of directly
from the Distributor, 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, the Funds and the Distributor each reserve the right to
reject all or part of any purchase.

From time to time, Montgomery may close and reopen any of its Funds to new
investors at its discretion. Shareholders who maintain open accounts that meet
the minimum required balance of $2,500 ($1,000 for IRAs) in a Fund when it
closes may make additional investments in it. Employer-sponsored retirement
plans, if they are already invested in those Funds, may be able to open
additional accounts for plan participants. Montgomery may reopen and close any
of its Funds to certain types of new shareholders in the future. If a Fund is
closed and you redeem your total investment in the Fund, your account will be
closed and you will not be able to make any additional investments in the Fund.
If you do not own shares of a closed Fund, you may not exchange shares from
other Montgomery Funds for shares of that Fund. The Montgomery Funds reserves
the right to close or liquidate a Fund at their discretion.

Becoming a Montgomery Shareholder

To open a new account:

o By Mail Send your signed, completed application, with a check payable to The
Montgomery Funds, to the appropriate address (see column at right). Your check
must be in U.S. dollars and drawn only on a bank located in the United States.
Dividends do not accrue until your check has cleared. 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.

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:

State Street Bank and 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 name]

Please note that your bank may charge a wire transfer fee.

<PAGE>

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 any of your accounts if we do not receive
payment within that time.

[sidebar]

Getting Started

To invest, complete the New Account application included with this prospectus.
Send it with a check payable to The Montgomery Funds.

Regular Mail
The Montgomery Funds
c/o DST Systems, Inc.
P.O. Box 219073
Kansas City, MO 64121-9073

Express Mail or Overnight Courier
The Montgomery Funds
c/o DST Systems, Inc.
210 West 10th Street
8th 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

How Fund Shares Are Priced

We calculate the NAV of each Montgomery Fund (other than the Money Market
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 4:00 P.M. on weekdays,
except for holidays. If your order is received after the NYSE has closed, your
shares will be priced at the next NAV we determine after receipt of your order.
More details about how we calculate the Funds' NAVs are in the Statement of
Additional Information.

o Money Market Fund. The price of the Money Market Fund 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 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. Also, only those orders received by 12 noon will be
eligible to accrue any dividend paid for the day of investment.

<PAGE>

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.

[sidebar]

TRADING TIMES

Whether buying, exchanging or selling shares, transaction requests received
after 1:00 P.M. Pacific time (4:00 P.M. eastern time) will be executed at the
next business day's closing price.

<PAGE>

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.

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

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

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

o Instruct your bank to wire money to our affiliated bank using the information
under "Becoming a Montgomery Shareholder" (page __)

Exchanging Shares

You may exchange Class P shares in one Fund for Class P shares in another in
accounts with the same registration, Taxpayer Identification Number and address.
There is a $100 minimum to exchange into a Fund you currently own and a $2,500
($1,000 for IRAs) minimum for investing in a new Fund. Note that an exchange is
treated as a sale and may result in a realized gain or loss for tax purposes.
You may exchange shares by phone at 800.572.FUND [3863].

Other Exchange Policies

o We will process your exchange order at the next-calculated NAV.

o Redemption fees may apply to exchanges or redemptions out of some Funds.

Selling Shares

You may sell some or all of your fund shares on days that the NYSE is open for
trading (except bank

<PAGE>

holidays for the Fixed-Income and Money Market Funds). Note that a redemption is
treated as a sale and may result in a realized gain or loss for tax purposes.

Your shares will be sold at the next NAV we calculate for the Fund after
receiving your order. We will promptly pay the proceeds to you, 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.
Redemption proceeds from shares purchased by check or bank transfer may be
delayed 15 calendar days to allow the check or transfer to clear. Within this
15-day period, you may choose to exchange your investment into a Montgomery
Money Market Fund.

Aside from any applicable redemption fees, we generally will not charge you
any fees when you sell your shares, although there are some minor exceptions: 4

o For shares sold by wire, a $10 wire transfer fee that will be deducted
directly from the proceeds.

o For redemption checks requested by Federal Express, a $10 fee will be deducted
directly from the 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 National Association of Securities Dealers (NASD) member firms.

If you want to wire your redemption proceeds but do not have a
predesignated bank account, include a preprinted voided check or deposit slip.
If you do not have a preprinted check, please send a signature-guaranteed letter
along with your bank instructions. 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 6:00 a.m. to 4:00
P.M. Pacific time.

Shareholders can get information or perform transactions around-the-clock
through the Montgomery Star System or www.montgomeryasset.com.

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 or sell shares in
an IRA 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

<PAGE>

you want proceeds to arrive at your bank on the next business day (subject to
bank cutoff times), there is a $10 fee. For more information about our telephone
transaction policies, see "Other Policies" below.

Other Policies

Minimum Account Balances

Due to the cost of maintaining small accounts, we require a minimum Fund account
balance of $2,500 ($1,000 for IRAs). If your account balance falls below that
amount for any reason, we will ask you to add to your account. If your account
balance is not brought up to the minimum or you do not send us other
instructions, we will redeem your shares and send you the proceeds. We believe
that this policy is in the best interests of all our shareholders.

Expense Limitations

Share Marketing Plan ("Rule 12b-1 Plan")

The Funds have adopted a Rule 12b-1 Plan for the Class P shares. Under the Rule
12b-1 Plan, the Funds will pay distribution fees to the Distributor at an annual
rate of twenty-five one-hundredths of one percent (0.25%) of each Fund's
aggregate average daily net assets attributable to its Class P shares to
reimburse the Distributor for its distribution costs with respect to such class.
Because the Rule 12b-1 fees are paid out of each Fund's assets on an ongoing
basis, over time these fees will increase the cost of your investment and may
cost you more than paying other types of sales charges.

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 proceeds in any
interest-bearing account. No interest will accrue on uncashed distribution or
redemption proceeds.

Transaction Confirmation

<PAGE>

[sidebar]

BUYING AND SELLING SHARES THROUGH SECURITIES BROKERS AND BENEFIT PLAN
ADMINISTRATORS

Telephone Transactions

By buying or selling 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 may cancel
the purchase and immediately terminate your telephone transaction privileges.

The shares you purchase by phone will be priced at the first net asset
value we determine after receiving your request. 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 a 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 the following
safeguards to ensure that the instructions we receive are accurate and
authentic:

o Recording certain calls

o Requiring an authorization number or other personal information not likely to
be known by others

o 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 transaction privileges of any
shareholder at any time if he or she has used abusive language or misused the
phone privileges 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:

o Using the automated Star System

o Via overnight courier

o By telegram

You may discontinue telephone privileges at any time.

Tax Withholding Information

Be sure to complete the Taxpayer Identification Number (TIN) section of the New
Account application. If

<PAGE>

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 Social
Security Number, federal tax law may require us to withhold 31% of your taxable
dividends, capital-gain distributions, and redemption and exchange proceeds
(unless you qualify as an exempt payee under certain rules).

Other rules about TINs apply for certain investors. For example, if you are
establishing an account for a minor under the Uniform Gifts to Minors Act, you
should furnish the minor's TIN. If the IRS has notified you that you are subject
to backup withholding because you failed to report all interest and dividend
income on your tax return, you must check the appropriate item on the New
Account application. 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

The minimum initial investment is $2,500 ($1,000 for IRAs). The minimum
subsequent investment is $100.

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 on the length of time a 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. Any redemption of a Fund's shares or any exchange of a Fund's shares
for another Fund will be treated as a sale, and any gain on the transaction may
be taxable.

Additional information about tax issues relating to The Montgomery 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 California Tax-Free Intermediate Bond Fund intends to continue paying to
shareholders what the IRS calls "exempt-interest dividends" by maintaining, as
of the close of each quarter of its taxable year, at least 50% of the value of
its assets in municipal bonds. If the Fund satisfies this requirement, any
distributions paid to shareholders from its net investment income will be exempt
from federal income tax, to the extent that it derives its 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. Capital gains, however, are taxable.
You should also consult your advisor about state and local taxes.

Dividends and Distributions

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

Keeping You Informed

<PAGE>

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 5498 tax form, sent by May 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 a 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]

OUR PARTNERS

As a Montgomery shareholder, you may see the names of our partners on a regular
basis. We all work together to ensure that your investments are handled
accurately and efficiently.

Funds Distributor, Inc., located in New York City and Boston, distributes The
Montgomery Funds.

DST Systems, Inc., located in Kansas City, Missouri, is the Funds' Master
Transfer Agent. It performs certain recordkeeping and accounting functions for
the Funds.

<PAGE>

<TABLE>

[table]

<CAPTION>
INCOME DIVIDENDS CAPITAL GAINS

<S> <C> <C>
U.S., International and Declared and paid in the last Declared and paid in the last
Global Equity Funds quarter of each calendar year* quarter of each calendar year*

Balanced 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*

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

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

[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 the full price for the shares but receive a
portion of your purchase price back as a taxable distribution. This is called
"buying a dividend." Unless you hold the Fund in a tax-deferred account, you
will have to include the distribution in your gross income for tax purposes,
even though you may not have participated in the Fund's appreciation.

<PAGE>

[Outside back cover:]

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

[Logo]
Invest wisely.(R)

---------------------------
800.572.FUND [3863]
www.montgomeryasset.com
---------------------------

SEC File Nos.: The Montgomery Funds 811-6011

The Montgomery Funds II 811-8064

Funds Distributor, Inc. 10/00

<PAGE>

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

PART A

COMBINED PROSPECTUS FOR CLASS P SHARES OF

MONTGOMERY SMALL CAP FUND
MONTGOMERY EMERGING MARKETS FUND

AND

OTHER SERIES OF ANOTHER REGISTRANT
---------------------------------------------------------------------

<PAGE>

Prospectus

October 31, 2000

Montgomery Asset Management, LLC

GE INVESTMENT RETIREMENT SERVICES
Small Cap Fund
Balanced Fund
Emerging Markets Fund

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.

<PAGE>

[Sidebar]

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

Montgomery Shareholder
Service Representatives
(800) 572-FUND [3863]
Available 6:00 A.M. to 4:00 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

TABLE OF CONTENTS

U.S. Equity Funds
Montgomery Small Cap Fund.................................................
Montgomery Balanced Fund..................................................
International and Global Equity Fund
Montgomery Emerging Markets Fund..........................................
Portfolio Management...........................................................
Management Fees................................................................
Additional Investment Strategies and Related Risks.............................
The Euro: Single European Currency........................................
Defensive Investments.....................................................
Portfolio Turnover........................................................
Additional Benchmark Information..........................................
Financial Highlights...........................................................
Account Information............................................................
Becoming a Montgomery Shareholder.........................................
How Fund Shares Are Priced................................................
Buying Additional Shares..................................................
Exchanging Shares.........................................................
Selling Shares............................................................
Other Policies............................................................
Tax Withholding Information...............................................
After You Invest..........................................................

<PAGE>

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)

You should also know that you could lose money by investing in the Funds.

<PAGE>

Small Cap Fund | MNSCX

Objective

o Long-term capital appreciation
--------------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in rapidly growing U.S. small-cap companies.

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

Principal Risks [clipart]

<PAGE>

U.S. EQUITY FUNDS

[bar chart]

97 98 99
-------------- ----------- -----------
23.27% -8.19% 55.69%

During the three-year period described above in the bar chart, the Fund's best
quarter was Q4 1999 (+47.36%) and the worst quarter was Q3 1998 (-32.44%).

Small Cap Fund 55.69% 17.45%
Russell 2000 Index++ 21.26% 12.84%+
-------------------------------------------------------------------------------
+ Calculated from 6/30/96 1 Year Inception
(7/1/96)
++See page __ for a description of this index.

<TABLE>
<CAPTION>
...................................................................................................................
2000 Return Through 9/30/00: -2.76% Average Annual Returns Through 12/31/99
...................................................................................................................

Fees & Expenses [clipart]

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 reinvesting dividends.

<S> <C>
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 1.00%
Distribution/Service (12b-1) Fee 0.25%
Other Expenses 0.36%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.61%

<FN>
* Deducted from the net proceeds of shares redeemed (or exchanged) within three
months after purchase. This fee is retained by the Fund. $10 will be deducted
from redemption proceeds sent by wire or overnight courier.
</FN>
</TABLE>

1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------
$163 $507 $874 $1,904

[clipart][sidebar]
Portfolio Management
Stuart Roberts
Paul LaRocco, CFA
Cam Philpott, CFA
Charles Reed, CFA
For more details see pages ___

For financial highlights
see page ___

<PAGE>

Balanced Fund | MNAAX

Objective

o High total return consisting of capital appreciation and income
--------------------------------------------------------------------------------

Principal Strategy [clipart]

Maintains a balanced allocation of stocks, bonds and money market securities.

The Fund's strategy is to maintain an exposure to stocks and bonds by investing
in the following underlying Funds:

o Montgomery Growth Fund - seeks long-term capital appreciation by investing
in U.S. growth companies

o Montgomery Total Return Bond Fund - seeks total return consisting of income
and capital appreciation by investing in investment grade bonds

o A Montgomery money market fund - seeks current income consistent with
liquidity and capital preservation by investing in money market eligible
U.S. government securities

Principal Risks [clipart]

<PAGE>

U.S. EQUITY FUNDS

--------------------------------------------------------------------------------
Past Fund Performance The bar chart on 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 table on the right compares the Fund's performance with commonly used
indices for its market segment. Of course, past performance is no guarantee of
future results.
--------------------------------------------------------------------------------

[bar chart]

97 98 99
------------------- ----------------- ----------------
18.68% 6.03% 12.18%

During the three-year period described above in the bar chart, the Fund's best
quarter was Q2 1997 (+11.37%) and the worst quarter was Q3 1998 (-6.38%).

Balanced Fund 12.18% 12.34%
S&P 500 Index 21.04% 26.39%+
Lehman Brothers Aggregate Bond
Index++ -0.82% 5.20%+
--------------------------------------------------------------------------------
+ Calculated from 12/31/95 1 Year Inception
(1/3/96)
++See page __ for a description of this index.

<TABLE>
<CAPTION>
..................................................................................................................
2000 Return Through 9/30/00: 3.20% Average Annual Returns Through 12/31/99
..................................................................................................................

Fees & Expenses [clipart]

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 reinvesting dividends.

<S> <C>
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 0.00%
Distribution/Service (12b-1) Fee 0.25%
Other Expenses
Top Fund Expenses 0.62%
Underlying Fund Expenses 1.17%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 2.04%
Fee Reduction and/or Expense Reimbursement 0.47%
Net Expenses 1.57%
<FN>

* Deducted from the net proceeds of shares redeemed (or exchanged) within three
months after purchase. This fee is retained by the Fund. $10 will be deducted
from redemption proceeds sent by wire or overnight courier.

++In addition to the 0.87% 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,
2000, was 2.04%, calculated based on the Fund's total operating expense ratio
(0.62%) plus a weighted average of the expense ratios of its underlying Funds
(1.17%) plus a 12b-1 fee of 0.25%. 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 1.55% (including
the expenses of the underlying Funds). This contract has a rolling 10-year
term.
</FN>
</TABLE>

<PAGE>

1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------
$159 $494 $853 $1,860

[clipart][sidebar]
Portfolio Management
Portfolio managers from
each underlying Fund
For more details see pages ___

For financial highlights
see page ___

<PAGE>

Emerging Markets Fund MNEMX

Objective
o Long-term capital appreciation
--------------------------------------------------------------------------------

Principal Strategy [clipart]

Invests in companies based or operating primarily in developing economies
throughout the world.

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

o Africa: Egypt, Ghana, Ivory Coast, Kenya, Morocco, Nigeria, South Africa,
Tunisia and Zimbabwe

Principal Risks [clipart]

<PAGE>

INTERNATIONAL & GLOBAL
EQUITY FUNDS

[bar chart]

97 98 99
------------------- ----------------- ----------------
-3.83% -38.89% 62.76%

During the three-year period described above in the bar chart, the Fund's best
quarter was Q4 1999 (+35.91%) and the worst quarter was Q3 1998 (-24.65%).

<TABLE>
<CAPTION>
...................................................................................................................
2000 Return Through 9/30/00: -18.50% Average Annual Returns Through 12/31/99
...................................................................................................................

Fees & Expenses [clipart]

<S> <C>
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 1.19%
Distribution/Service (12b-1) Fee 0.25%
Other Expenses 1.30%
--------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 2.74%
Fee Reduction and/or Expense Reimbursement 0.16%
Net Expenses 2.58%

<FN>
* Deducted from the net proceeds of shares redeemed (or exchanged) within three
months after purchase. This fee is retained by the Fund. $10 will be deducted
from redemption proceeds sent by wire or overnight courier.

1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------
$260 $800 $1,366 $2,900

[clipart][sidebar]

Portfolio Management
Josephine Jimenez, CFA
Frank Chiang
For more details see pages ___

For financial highlights
see page ___

<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
September 30, 2000, Montgomery Asset Management managed approximately $5 billion
on behalf of some 184,000 investors in The Montgomery Funds.

U.S. Equity Funds

[photo] PAUL LAROCCO, CFA, Portfolio Manager

o Montgomery Small Cap Fund

[photo] JEROME "CAM" PHILPOTT, CFA, Portfolio Manager and Principal

o Montgomery Small Cap Fund

[photo] ANDREW PRATT, CFA, Portfolio Manager and Principal

o Montgomery Balanced Fund

[photo] CHARLES I. REED, CFA, Portfolio Manager

o Montgomery Small Cap Fund

<PAGE>

[photo] STUART ROBERTS, Senior Portfolio Manager and Principal

o Montgomery Small Cap Fund

International and Global Equity Funds

[photo] FRANK CHIANG, Portfolio Manager and Principal

o Montgomery Emerging Markets Fund

Mr. Chiang joined Montgomery in 1996, co-managing the Montgomery Emerging
Markets Fund. From 1993 to 1996, he was with TCW Asia Ltd., Hong Kong, where he
was a managing director and portfolio manager responsible for TCW's Asian Equity
strategy. Prior to that he was associate director and portfolio manager for
Wardley Investment Services, Hong Kong, where he created and managed three
dedicated China funds. Mr. Chiang has a Bachelor of Science degree in Physics
and Mathematics from McGill University in Montreal, Canada, and a Master of
Business Administration and Finance degree from New York University. He is
fluent in three Chinese dialects: Mandarin, Shanghainese and Cantonese.

[photo] JOSEPHINE JIMENEZ, CFA, Senior Portfolio Manager and Principal

o Montgomery Emerging Markets Fund

U.S. Fixed Income and Money Market Funds

[photo] WILLIAM STEVENS, Senior Portfolio Manager and Principal

o Montgomery Balanced Fund

Mr. Stevens began his investment career in 1984 and has directed Montgomery's
U.S. Fixed-Income team since joining the firm in 1992, managing all Fixed-Income
Funds since their inceptions. He has also managed the Balanced Fund since its
launch in 1996. Prior to Montgomery he was responsible for starting the
collateralized mortgage obligation and asset-backed securities trading
department at Barclays de Zoete Wedd Securities. Previously, he had headed the
structured product department at Drexel Burnham Lambert, which included both
origination and trading. Mr. Stevens has a Master of Business Administration
degree from the Harvard Business School and is a Phi Beta Kappa graduate of
Wesleyan University.

<TABLE>
Management Fees and Operating Expense Limits

<PAGE>

greater than contractual rates to the extent Montgomery recouped previously
deferred fees during the fiscal year.

<CAPTION>
LOWER OF TOTAL
MANAGEMENT EXPENSE LIMIT OR
FEES ACTUAL TOTAL EXPENSES
MONTGOMERY FUND (annual rate) (annual rate)
.................................................................. .......................... ........................
<S> <C> <C>
U.S. Equity Funds
Montgomery Small Cap Fund 0.99% 1.61%
Montgomery Balanced Fund 0.00% 1.55%
International and Global Equity Funds
Montgomery Emerging Markets Fund 1.15% 2.15%
</TABLE>

<PAGE>

Additional Investment Strategies and Related Risks

The Euro: Single European Currency

The introduction of the euro has occurred, but the following uncertainties will
continue to exist for some time:

o Whether the payment, valuation and operational systems of banks and
financial institutions can operate reliably

o The applicable conversion rate for contracts stated in the national
currency of an EU member

o How clearing and settlement systems needed to process transactions
reliably will work

o What the effects of the euro on European financial and commercial markets
will be

o How new legislation and regulations will affect euro-related issues

Defensive Investments

Portfolio Turnover

The Funds' 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 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 styles: Small Cap and Balanced
Funds. See "Financial Highlights," beginning on page __, for each Fund's
historical portfolio turnover.

Additional Benchmark Information

o The Lehman Brothers Aggregate Bond Index is composed of securities from
the Lehman Brothers Government/Corporate Bond Index, Mortgage-Backed
Securities Index and Yankee Bond Index (all

<PAGE>

U.S. dollar-denominated, SEC-registered, fixed- rate debt issued or
guaranteed by foreign governments, municipalities, government agencies or
international agencies). Total return comprises price appreciation/
depreciation and income as a percentage of the original investment. The
index is rebalanced monthly by market capitalization.

o The Morgan Stanley Capital International (MSCI) Emerging Markets Free
Index is an unmanaged, capitalization-weighted composite index that covers
individual securities within the equity markets of approximately 25
emerging markets countries.

o The Russell 2000 Index is a capitalization-weighted total return index
that includes the smallest 2,000 companies within the Russell 3000 Index.

<PAGE>
FINANCIAL HIGHLIGHTS

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand the Funds'
performance for the periods shown.

The following selected per-share data and ratios for the periods ended June 30,
2000, June 30, 1999, and June 30, 1998, were audited by PricewaterhouseCoopers
LLP. Their August 18, 2000, August 18, 1999, and August 14, 1998, reports appear
in the 2000, 1999 and 1998 Annual Reports of the Funds. Information for the
periods ended June 30, 1991, through June 30, 1997, was audited by other
independent accountants, whose report is not included here.
<TABLE>
The total return figures in the tables represent the rate an investor would have
earned (or lost) on an investment in the relevant Fund (assuming reinvestment of
all dividends and distributions).

[table]

<CAPTION>
U.S. Equity Funds

Small Cap Fund Balanced Fund

Fiscal Year Ended June 30, Fiscal Year Ended June 30,

SELECTED PER-SHARE DATA FOR THE YEAR OR PERIOD
ENDED: 2000 1999## 1998## 1997(a) 2000 1999## 1998++ 1997## 1996(b)
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value - Beginning of period $16.35 $20.53 $19.48 $21.73 $16.74 $19.11 $19.89 $19.33 $17.86

Net investment income/(loss) (0.28) (0.21) (0.20) (0.10) 0.58 0.44 1.62 0.43 0.09

Net realized and unrealized gain/(loss)
on investments 5.78 (1.20) 4.22 1.13 (0.31) 1.17 1.01 2.13 1.38

Net increase/(decrease) in net assets
resulting from investment operations 5.50 (1.41) 4.02 1.03 0.27 1.61 2.63 2.56 1.47

Distributions:

Dividends from net investment income -- -- -- -- (0.58) (0.89) (0.84) (0.34) --
Dividends in excess of net investment income -- -- -- -- -- -- (0.74) -- --
Distributions from net realized capital gains (0.00)# (2.07) (2.97) (3.28) (0.31) (1.68) (1.83) (1.66) --
Distributions in excess of net realized
capital gains -- (0.70) -- -- (0.13) (1.41) -- -- --

Total distributions (0.00)# (2.77) (2.97) (3.28) (1.02) (3.98) (3.41) (2.00) --

Ratios to average net assets/supplemental data

Net assets, end of period (in 000s) 27,927 $20,606 $21,548 $6,656 $2,803 $56 $71 $74 $43

Ratio of net investment income/(loss) to
average net assets (1.40)% (1.35)% (0.95)% (1.03)%+ 0.27% 2.68% 2.85% 2.30% 1.60%+

Net investment income/(loss) before deferral
of fees by Manager (0.28) $(0.21) $(0.20) -- $0.09 $0.41 $1.59 $0.42 $0.08
Portfolio turnover rate 93% 71% 69% 59% 35% 36% 84% 169% 226%

Expense ratio including interest and tax
expense 1.61% 1.57% 1.49% 1.45+ 0.40% 0.50% 0.51% 1.68% 1.67%+

Expense ratio before deferral of fees by
Manager, including interest and tax expense 1.61% 1.57% 1.49% -- 0.87% 0.71% 0.56% 1.74% 1.80%+

Expense ratio excluding interest and tax
expense 1.61% 1.57% 1.49% -- 0.40% 0.50% 0.50% 1.56% 1.55%+

<FN>
(a) The Small Cap Fund's Class P shares commenced operations on July 1, 1996.

(b) The Balanced Fund's Class P shares commenced operations on January 3, 1996.

** Total return represents aggregate total for the periods indicated.

++ The Fund converted to a fund-of-funds structure effective July 1, 1998.
Expense ratios prior to that date do not reflect expenses borne indirectly.

+ Annualized.

# 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, since the
use of the undistributed income method did not accord with results of
operations.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
International and Global Equity Funds

Emerging Markets Fund

Fiscal Year Ended June 30,

SELECTED PER-SHARE DATA FOR THE YEAR OR PERIOD ENDED: 2000## 1999 1998 1997 1996(c)
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value - Beginning of period $10.05 $9.74 $16.77 $14.19 $12.62

Net investment income/(loss) (0.20) 0.00# 0.03 0.06 0.01

Net realized and unrealized gain/(loss)
on investments 1.94 0.31 (6.61) 2.58 1.56

Net increase/(decrease) in net assets
resulting from investment operations 1.74 0.31 (6.58) 2.64 1.57

Total distributions -- -- (0.45) (0.06) --

Ratios to average net assets/supplemental data

Net assets, end of period (in 000s) $6,531 $520 $413 $607 $2

Ratio of net investment income/(loss) to average
net assets (1.72)% (0.24)% 0.30% 0.23% 0.33%+

Net investment income/(loss) before deferral
of fees by Manager $(0.21) $0.01 $0.03 -- --

Portfolio turnover rate 113% 86% 97% 83% 110%

Expense ratio including interest and tax expense 2.58% 2.30% 1.90% -- --

Expense ratio before deferral of fees by
Manager, including interest and tax expenses 2.74% 2.40% 1.90% -- --

Expense ratio excluding interest and tax expense 2.19% 2.15% 1.85% 1.92% 1.97%+

<FN>
(c) The Emerging Markets Fund's Class P shares commenced operations on March 12,
1996.

** Total return represents aggregate total return for the periods indicated.

+ Annualized.

# 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, since the
use of the undistributed income method did not accord with results of
operations.
</FN>
</TABLE>

17
<PAGE>

[table]

Trade requests received after 1:00 P.M. Pacific time (4:00 P.M. eastern time)
will be executed at the following business day's closing price. Once a trade is
placed, it may not be altered or canceled.

Checks should be made payable to:
The Montgomery Funds

The minimum initial investment for each Fund is $2,500 ($1,000 for IRAs). The
minimum subsequent investment is $100.

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 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 219073
Kansas City, MO 64121-9073

By express or overnight service:
The Montgomery Funds
c/o DST Systems, Inc.
210 West 10th Street, 8th Floor
Kansas City, MO 64105-1614

<PAGE>

ACCOUNT INFORMATION

What You need to Know About Your Montgomery Account

We must receive payment from you within three business days of your
purchase. In addition, the Funds and the Distributor each reserve the right to
reject all or part of any purchase.

From time to time, Montgomery may close and reopen any of its Funds to new
investors at its discretion. Shareholders who maintain open accounts that meet
the minimum required balance of $2,500 ($1,000 for IRAs) in a Fund when it
closes may make additional investments in it. Employer-sponsored retirement
plans, if they are already invested in those Funds, may be able to open
additional accounts for plan participants. Montgomery may reopen and close any
of its Funds to certain types of new shareholders in the future. If a Fund is
closed and you redeem your total investment in the Fund, your account will be
closed and you will not be able to make any additional investments in the Fund.
If you do not own shares of a closed Fund, you may not exchange shares from
other Montgomery Funds for shares of that Fund. The Montgomery Funds reserves
the right to close or liquidate a Fund at their discretion.

To open a new account:

State Street Bank and 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 name]

Please note that your bank may charge a wire transfer fee.

<PAGE>

[sidebar]

Getting Started

To invest, complete the New Account application included with this prospectus.
Send it with a check payable to The Montgomery Funds.

Regular Mail
The Montgomery Funds
c/o DST Systems, Inc.
P.O. Box 219073
Kansas City, MO 64121-9073

Express Mail or Overnight Courier
The Montgomery Funds
c/o DST Systems, Inc.
210 West 10th Street
8th 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.

How Fund Shares Are Priced

We calculate the 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 4:00 P.M. on weekdays, except for holidays. If
your order is received after the NYSE has closed, your shares will be priced at
the next NAV we determine after receipt of your order. More details about how we
calculate the Funds' NAVs are in the Statement of Additional Information.

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

<PAGE>

[sidebar]

trading times

Whether buying, exchanging or selling shares, transaction requests received
after 1:00 P.M. Pacific time (4:00 P.M. eastern time) will be executed at the
next business day's closing price.

<PAGE>

Buying Additional Shares

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.
Telephone purchases can be made for up to five times your account value as of
the previous day.

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

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

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

o Instruct your bank to wire money to our affiliated bank using the information
under "Becoming a Montgomery Shareholder" (page __)

Exchanging Shares

Other Exchange Policies

o We will process your exchange order at the next-calculated NAV.

o Redemption fees may apply to exchanges or redemptions out of some Funds.

Selling Shares

You may sell some or all of your Fund shares on days that the NYSE is open for
trading. Note that a redemption is treated as a sale and may result in a
realized gain or loss for tax purposes.

<PAGE>

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.
Redemption proceeds from shares purchased by check or bank transfer may be
delayed 15 calendar days to allow the check or transfer to clear. Within this
15-day period, you may choose to exchange your investment into a Montgomery
Money Market Fund.

Aside from any applicable redemption fees, we generally will not charge you
any fees when you sell your shares, although there are some minor exceptions:

o For shares sold by wire, a $10 wire transfer fee that will be deducted
directly from the proceeds

o For redemption checks requested by FedEx, a $10 fee will be deducted directly
from the 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 National Association of Securities Dealers (NASD) member firms.

[sidebar]

Shareholder service is available Monday through Friday from 6:00 a.m. to 4:00
P.M. Pacific time.

Shareholders can get information or perform transactions around-the-clock
through the Montgomery Star System or www.montgomeryfunds.com.

o Redemption Fee The redemption fees for the Funds are intended to compensate
the Funds for the increased expenses to longer-term shareholders and the
disruptive effect on the portfolios caused by short-term investments. The
redemption fee will be assessed on the net asset value of the shares redeemed or
exchanged and will be deducted from the redemption proceeds otherwise payable to
the shareholder. Each Fund will retain the fee charged.

<PAGE>

Other Policies

Minimum Account Balances

Expense Limitations

Share Marketing Plan ("Rule 12b-1 Plan")

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 proceeds in any
interest-bearing account. No interest will accrue on uncashed distribution or
redemption proceeds.

Transaction Confirmation

<PAGE>

[sidebar]

BUYING AND SELLING SHARES THROUGH SECURITIES BROKERS AND BENEFIT PLAN
ADMINISTRATORS

Telephone Transactions

o Recording certain calls

o Requiring an authorization number or other personal information not likely to
be known by others

o 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.

o Using the automated Star System

o Via overnight courier

o By telegram

You may discontinue telephone privileges at any time.

Tax Withholding Information

Be sure to complete the Taxpayer Identification Number (TIN) section of the New
Account application. If

<PAGE>

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

The minimum initial investment is $2,500 ($1,000 for IRAs). The minimum
subsequent investment is $100.

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 on the length of time a 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. Any redemption of a Fund's shares or any exchange of a Fund's shares
for another Fund will be treated as a sale, and any gain on the transaction may
be taxable.

Additional information about tax issues relating to The Montgomery 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.

Dividends and Distributions

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

Keeping You Informed

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 5498 tax form, sent by May 31

<PAGE>

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 a 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]

OUR PARTNERS

As a Montgomery shareholder, you may see the names of our partners on a regular
basis. We all work together to ensure that your investments are handled
accurately and efficiently.

Funds Distributor, Inc., located in New York City and Boston, distributes The
Montgomery Funds.

DST Systems, Inc., located in Kansas City, Missouri, is the Funds' Master
Transfer Agent. It performs certain recordkeeping and accounting functions for
the Funds.

<PAGE>

<TABLE>
[table]

<CAPTION>
INCOME DIVIDENDS CAPITAL GAINS

<S> <C> <C>
U.S., International and Declared and paid in the last Declared and paid in the last
Global Equity Funds quarter of each calendar year* quarter of each calendar year*

Balanced 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*

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

[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 the full price for the shares but receive a
portion of your purchase price back as a taxable distribution. This is called
"buying a dividend." Unless you hold the Fund in a tax-deferred account, you
will have to include the distribution in your gross income for tax purposes,
even though you may not have participated in the Fund's appreciation.

<PAGE>

[Outside back cover:]

To request a free copy of the SAI, call us at 800.572.FUND [3863]. You can
review and copy further information about The Montgomery Funds, including the
SAI, at the Securities and Exchange Commission's (SEC's) Public Reference Room
in Washington, D.C. To obtain information on the operation of the Public
Reference Room, please call 202.942.8090. Reports and other information about
The Montgomery Funds are available through the SEC's Web site at www.sec.gov.
You can also obtain copies of this information, upon payment of a duplicating
fee, by writing the Public Reference Section of the SEC, Washington, D.C.,
20549-6009, or e-mailing the SEC at [email protected].

Corporate Headquarters:
Montgomery Asset Management, LLC
101 California Street
San Francisco, CA 94111-9361

[Logo]
Invest wisely(R)

---------------------------
800.572.FUND [3863]
www.montgomeryfunds.com
---------------------------

SEC File Nos.: The Montgomery Funds 811-6011

The Montgomery Funds II 811-8064

Funds Distributor, Inc. 10/00

<PAGE>

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

PART A

PROSPECTUS FOR

MONTGOMERY U.S. SELECT 20 PORTFOLIO

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

<PAGE>

Prospectus

October 31, 2000

Stock SolutionsSM from Montgomery

Montgomery U.S. Select 20 Portfolio

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

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.

<PAGE>

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

[Sidebar]

Montgomery Web Site
www.montgomeryfunds.com

E-mail
[email protected]

Montgomery Shareholder
Service Representatives
800.572.FUND [3863]
Available 6:00 A.M. to 4:00 P.M.
Pacific time

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

Table of Contents

Montgomery U.S. Select 20 Portfolio................................
Portfolio Management...............................................
Additional Investment Strategies and Related Risks.................
Defensive Investments..........................................
Portfolio Turnover.............................................
Internet Risks.................................................
Interactive Fund Risks.........................................
Financial Highlights...............................................
Investment Options.................................................
www.montgomeryfunds.com............................................
What You Need to Know About Your Montgomery Account................
Becoming a Montgomery Stock Solutions Shareholder..............
How Portfolio Shares Are Priced................................
Buying Additional Shares.......................................
Exchanging Shares..............................................
Other Exchange Policies........................................
Selling Shares.................................................
Other Policies.................................................
Tax Withholding Information....................................
After You Invest...............................................

<PAGE>

This prospectus contains important information about the investment objective,
strategy and risks of the Montgomery U.S. Select 20 Portfolio that you should
know before you invest. Please read it carefully and keep it on hand for future
reference. Please be aware that the Montgomery U.S. Select 20 Portfolio:

o Is not a bank deposit

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

You should also know that you could lose money by investing in the Portfolio.

<PAGE>

U.S. Select 20 Portfolio

Objective

o Seeks long-term capital appreciation through concentrated exposure to
growth-oriented U.S. companies
--------------------------------------------------------------------------

Principal Strategy [clipart]

The Portfolio normally concentrates its investments in 20 to 30 companies, but
generally not fewer than 20, and will invest 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. (Below $1 billion, a company is
generally considered to be a small- or micro-cap company.)

The Portfolio's strategy is to identify well-managed U.S. companies that are
expected to increase their sales and corporate earnings on a sustained basis.
The Portfolio leverages the strength of Montgomery's Global Research Team, a
centralized team of analysts and portfolio managers that supports the firm's
equity investment strategies through extensive, original, fundamental analysis.
When evaluating investment opportunities, we favor companies that have a visible
three-year growth plan, are reasonably valued relative to their peers, and
demonstrate evidence of business momentum as a catalyst for growth and share
price appreciation.

Principal Risks [clipart]

By investing in stocks, the Portfolio may expose you to certain risks that could
cause you to lose money, particularly if there is 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. Growth-oriented companies are widely regarded as having
more-volatile stock prices than companies considered to be value oriented. This
is a non-diversified mutual fund that typically invests in the securities of as
few as 20 companies. Consequently, the value of an investment in the Portfolio
will vary more in response to developments or changes in market value affecting
particular stocks than an investment in a diversified mutual fund investing in a
greater number of securities.

Call toll-free 800.572.fund [3863] [on every even page from this point on]

<PAGE>

U.S.SELECT 20 PORTFOLIO

--------------------------------------------------------------------------------
Past Portfolio Performance The Portfolio was launched on December 31, 1999.
Performance results are not provided because the Portfolio has not been in
existence for a full calendar year.
--------------------------------------------------------------------------------

Fees & Expenses [clipart]

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

Shareholder Fees (fees paid directly from your investment)
Redemption Fee* 2.00%
Annual Portfolio Operating Expenses (expenses that are
deducted from Portfolio assets)+
Management Fee 1.00%
Distribution/Service (12b-1) Fee 0.00%
Other Expenses 3.37%
---------------------------------------------------------------------------
Total Annual Portfolio Operating Expenses 4.37%
Fee Reduction and/or Expense Reimbursement 2.97%
Net Expenses 1.40%

* The 2.00% redemption fee applies to those shares redeemed within three
months from the date of purchase and is paid to the Portfolio. $10 will be
deducted from redemption proceeds sent by wire or overnight courier.

+ Montgomery Asset Management has contractually agreed to reduce its fees
and/or absorb expenses to limit the Portfolio's total annual operating
expenses (excluding interest and tax expenses) to 1.40%. This contract has a
rolling 10-year term.

Example of Portfolio expenses: This example is intended to help you compare the
cost of investing in the Portfolio 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
Portfolio's actual expenses or returns.

1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------
$142 $442 $764 $1,674

[clipart] [sidebar]
Portfolio Management
Andrew Pratt, CFA
For more details see page ___

For financial highlights
see page ___

Visit www.montgomeryfunds.com [on every odd number page from this point on]

<PAGE>

PORTFOLIO MANAGEMENT

The investment manager of the Stock Solutions Portfolios is Montgomery Asset
Management, LLC, located at 101 California Street, San Francisco, California
94111. Founded in 1990, Montgomery Asset Management is a subsidiary of
Commerzbank AG, one of the largest publicly held commercial banks in Germany. As
of September 30, 2000, Montgomery Asset Management managed approximately $5
billion on behalf of some 184,000 investors in The Montgomery Funds. Montgomery
may rely on the expertise, research and resources of Commerzbank AG and its
worldwide affiliates in managing the Portfolio.

Montgomery U.S. Select 20 Portfolio

[photo] ANDREW PRATT, CFA, Portfolio Manager and Principal

o Montgomery U.S. Select 20 Portfolio

Mr. Pratt joined Montgomery in 1993 as part of the Growth Equity team,
responsible for managing the Montgomery Growth and U.S. Emerging Growth Funds.
In 2000 he became portfolio manager of the U.S. Select 20 Portfolio. In
addition, he has been managing U.S. equity portfolios for institutional clients.
Prior to joining Montgomery, Mr. Pratt was with Hewlett-Packard as an equity
analyst covering a variety of industry groups. While at HP he also managed a
portfolio of small-cap technology companies and researched private placement and
venture capital investments. Mr. Pratt holds a Bachelor of Business
Administration degree from the University of Wisconsin and a Master of Science
degree in Finance from Boston College. He is a Chartered Financial Analyst.

<TABLE>

Management Fee and Operating Expense Limits

The table below shows the management fee rate actually paid to Montgomery Asset
Management over the past fiscal year and the contractual limits on total
operating expenses for the Portfolio. The management fee amount shown may vary
from year to year, depending on actual expenses. Actual fee rates may be greater
than contractual rates to the extent Montgomery recouped previously deferred
fees during the fiscal year.
<CAPTION>

LOWER OF TOTAL
EXPENSE LIMIT OR
MANAGEMENT FEES ACTUAL TOTAL EXPENSES
STOCK SOLUTIONS PORTFOLIO (annual rate) (annual rate)
------------------------------------------------------------------------------ -----------------------
<S> <C> <C>
Montgomery U.S. Select 20 Portfolio 0.49% 1.40%

</TABLE>

<PAGE>

Additional Investment Strategies and Related Risks

Defensive Investments

At the discretion of its portfolio manager, the Portfolio may invest up to 100%
of its assets in cash for temporary defensive purposes. Although the Portfolio
is not required or expected to take such a defensive posture, such an unlikely
stance may help the Portfolio minimize or avoid losses during adverse market,
economic or political conditions. During such a period, the Portfolio may not
achieve its investment objective. For example, should the market advance during
this period, the Portfolio may not participate as much as it would have if it
had been more fully invested.

Portfolio Turnover

The Portfolio's manager will sell a security when he believes it is appropriate
to do so, regardless of how long the Portfolio has owned that security. Buying
and selling securities generally involves some expense to the Portfolio, such as
commission paid to brokers and other transaction costs. By selling a security,
the Portfolio may realize taxable capital gains that it will subsequently
distribute to shareholders. Generally speaking, the higher the Portfolio's
annual portfolio turnover, the greater its brokerage costs and the greater the
likelihood that it will realize taxable capital gains. Increased brokerage costs
may adversely affect the Portfolio's performance. Also, unless you are a
tax-exempt investor or you purchase shares through a tax-deferred account, the
distribution of capital gains may affect your after-tax return. Annual portfolio
turnover of 100% or more, as is expected for the Portfolio, is considered high.

Internet Risks

An interruption in transmissions over the Internet generally, or a problem in
the transmission of www.montgomeryfunds.com in particular, could result in a
delay or interruption in your ability to access our Web site, to place purchase
or sale orders with the Portfolio, to receive certain shareholder information
electronically or otherwise to interact with the Portfolio.

Interactive Fund Risks

Montgomery intends to post Portfolio holdings every week, which could pose the
risk of investors using such information to the detriment of the Portfolio. To
mitigate this potential risk, the information will be provided only to the
Portfolio's current shareholders and will be posted on a time-delayed basis of
approximately two weeks.

Portfolio holdings are subject to change and should not be considered a
recommendation to buy individual securities. Past performance of individual
securities, as well as that of the Portfolio, is no guarantee of future results.

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is
intended to help you understand the
Portfolio's performance for the period
shown.

The following selected per-share data
and ratios for the period ended June 30,
2000, were audited by
PricewaterhouseCoopers LLP. Their August
18, 2000, report appears in the 2000
Annual Report of the Portfolio.

<TABLE>
The total return figure in the table
represents the rate an investor would
have earned (or lost) on an investment
in the Portfolio (assuming reinvestment
of all dividends and distributions).
[table]
<CAPTION>

Montgomery U.S. Select 20 Portfolio

Fiscal Year Ended June 30,
Selected Per-Share Data for the Period Ended: 2000(a)
----------------------------------------------------------------------------------------------

<S> <C>
Net Asset Value - Beginning of Period $10.00

Net investment income/(loss) 0.00#

Net realized and unrealized gain/(loss)
on investments 1.53

Net increase/(decrease) in net assets
resulting from investment operations 1.53

Distributions:
Dividends from net investment income --
Dividends in excess of net investment income --
Distributions from net realized capital gains --
Distributions in excess of net realized
capital gains --
Distributions from capital --

Total distributions --

Net Asset Value - End of Period $11.53
==============================================================================================

Total Return**
15.30%

Ratios to Average Net Assets/Supplemental Data

Net assets, end of period (in 000s) $3,346

Ratio of net investment income/(loss) to average
net assets (0.08)%+

Net investment income/(loss) before deferral
of fees by Manager ($0.13)

Portfolio turnover rate 247%

Expense ratio including interest and tax expenses 1.40%+

Expense ratio before deferral of fees by
Manager including interest and tax expenses 4.37%+

Expense ratio excluding interest and tax expenses 1.40%+
<FN>
(a) The Montgomery U.S. Select 20 Portfolio commenced
operations on December 31, 1999.

# Amount represents less than $0.01 per share.

** Total return represents aggregate total return for the period indicated.

+ Annualized.
</FN>

</TABLE>

<PAGE>

[table]
Investment Options

To open a new account, complete and mail the New Account application included
with this prospectus ($2,500 minimum), or complete an application online by
accessing www.montgomeryfunds.com ($1,000 minimum).
--------------------------------------------------------------------------------

Purchase and redemption requests o Buy, sell or exchange shares
received after 1:00 P.M. Pacific online* Go to the Account
time (4:00 P.M. eastern time) will Access area of
be executed at the following www.montgomeryfunds.com. Follow
business day's closing price. Once the instructions to log in,
a trade is placed, it may not be then look for the View
altered or canceled. Details/Transact button next to
your U.S. Select 20 account to
buy, sell or exchange.
Checks should be made payable to:
The Montgomery Funds
o Buy, sell or exchange shares by
phone*
The minimum initial investment is Call us at 800.572.FUND [3863].
$2,500 for the Portfolio, unless Press (1) for a shareholder
you use an application printed from service representative. Press
www.montgomeryfunds.com, in which (2) for our automated
case the minimum is just $1,000. Montgomery Star System.
The minimum subsequent investment
is $100.
o Buy or sell shares by mail
Mail buy/sell order(s) with
For assistance e-mail us at your check:
[email protected], or By regular mail:
call 800.572.FUND [3863]. The Montgomery Funds
c/o DST Systems, Inc.
P.O. Box 219073
Currently, an investment in this Kansas City, MO 64121-9073
Portfolio can be made only through
The Montgomery Funds. Please call
for information on availability By express or overnight
through third parties. service:
The Montgomery Funds
c/o DST Systems, Inc.
Once your account is established, 210 West 10th Street, 8th Floor
you can: Kansas City, MO 64105-1614

o Gain exclusive access View all o Buy or sell shares by wiring
stocks in the Montgomery U.S. funds
Select 20 Portfolio along with To: State Street Bank and Trust
the portfolio manager's Company
buy-and-sell decisions and ABA #101003621
more. Go to the Account Access For: DST Systems, Inc.
area of Account #7526601
www.montgomeryfunds.com. Follow Attention: The Montgomery Funds
the instructions to create a For credit to: [shareholder(s)
PIN and log in, then look for name]
the Stock Solutions button next Shareholder account number:
to your U.S. Select 20 account. [shareholder(s) account number]
Name of Portfolio: [Montgomery
Portfolio name]

*To have shares automatically debited from or deposited to your bank account,
you must have our Electronic Link activated. (See page __ for instructions.)

<PAGE>

ACCOUNT INFORMATION
[Table]
www.montgomeryfunds.com

Manage your Stock Solutions account online. The Account Access area of
www.montgomeryfunds.com offers free, secure around-the-clock access to your
Montgomery Stock Solutions Portfolio.

At www.montgomeryfunds.com Montgomery Stock Solutions shareholders can:

o View Portfolio holdings 24 o View the most recent account
hours a day activity and up to 160 records
of account history within the
o Track statistics on current past two years
holdings including previous
close, day's high and low, o View tax summaries
trading volume and more
o View current versions of the
o View stock charts that plot Portfolio's prospectus, annual
Portfolio holdings against and semiannual reports, proxy
indices as well as the statements, quarterly account
competition statements and other
shareholder information
o Read the portfolio manager's
rationale for the buy-and-sell o Order duplicate statements and
decisions tax forms

o Check current account balances o Change address of record

o Buy, exchange or sell shares

Access your Stock Solutions account online today. Simply click on the Account
Access tab and follow the simple steps to create a secure personal
identification number (PIN). Once you have logged in, look for the Stock
Solutions button next to your U.S Select 20 account for Portfolio holdings and
investment details. Click the View Details/Transact button to get your
account-specific details or to transact online. Please note "Internet Risks" and
"Interactive Fund Risks" (page __).

For your protection this secure area of our Web site requires the use of
browsers with 128-bit encryption. If you are not sure what level of security
your browser supports, click on our convenient browser check.

[clipart]

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

<PAGE>

What You Need to Know About Your Montgomery Account

You pay no sales charge to invest in Stock Solutions. The minimum initial
investment is $2,500 unless you use an application from our Web site or exchange
into the Portfolio online. In that case, the minimum is just $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, the Portfolio and the Distributor each reserve the right
to reject all or part of any purchase.

From time to time, Montgomery may close and reopen the Portfolio to new
investors at its discretion. Shareholders who maintain open accounts that meet
the minimum required balance of $1,000 in the Portfolio when it closes may make
additional investments in it. If the Portfolio is closed and you redeem your
total investment in it, your account will be closed and you will not be able to
make any additional investments in the Portfolio. The Montgomery Funds reserves
the right to close or liquidate the Portfolio at its discretion.

Becoming a Montgomery Stock Solutions Shareholder

To open a new account:

o Online Go to www.montgomeryfunds.com. Complete the online Stock Solutions
New Account application and then print, sign and mail it with a check payable to
The Montgomery Funds to the appropriate address (see sidebar on this page). You
can also open a new account online by exchanging at least $1,000 from an
existing account into the Montgomery U.S. Select 20 Portfolio.

o By Mail Send your signed, completed application (included with this
prospectus or printed from www.montgomeryfunds.com), with a check payable to The
Montgomery Funds, to the appropriate address. Your check must be in U.S. dollars
and drawn on a bank located in the United States. Dividends do not accrue until
your check has cleared. 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.

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 and the amount you want
to invest in the Montgomery U.S. Select 20 Portfolio. 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:

State Street Bank and 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 Portfolio: [Montgomery Portfolio name]

Please note that your bank may charge a wire transfer fee.

<PAGE>

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 new purchase must
meet the 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.

[sidebar]
Getting Started

To invest, complete and send the New
Account application enclosed with this
prospectus or complete, print and sign
the application from
www.montgomeryfunds.com. Enclose a check
payable to The Montgomery Funds.

Regular Mail
The Montgomery Funds
c/o DST Systems, Inc.
P.O. Box 219073
Kansas City, MO 64121-9073

Express Mail or Overnight Courier
The Montgomery Funds
c/o DST Systems, Inc.
210 West 10th Street
8th Floor
Kansas City, MO 64105-1614

Foreign Investors:

Foreign citizens and resident aliens of
the United States living abroad may not
invest in Stock Solutions.

How Portfolio Shares Are Priced

How and when we calculate the Portfolio's price or net asset value (NAV)
determines the price at which you will buy or sell shares. We calculate the
Portfolio's NAV by dividing the total net value of its assets by the number of
outstanding shares. We base the value of the Portfolio's 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.

We calculate the Portfolio's NAV after the close of trading on the New York
Stock Exchange (NYSE) every day the NYSE is open. We do not calculate NAVs on
days on which the NYSE is closed for trading. If we receive your order by the
close of trading on the NYSE, you can purchase shares at the price calculated
for that day. The NYSE usually closes at 4:00 P.M. eastern time on weekdays,
except for holidays. If your order is received after the NYSE has closed, your
shares will be priced at the next NAV we determine after receipt of your order.
More details about how we calculate the Portfolio's NAV are provided in the
Statement of Additional Information (SAI).

[sidebar]
Trading Times
Whether buying, exchanging or selling
shares, transaction requests received
after 1:00 P.M. Pacific time (4:00 P.M.
eastern time) will be executed at the
next business day's closing price.

<PAGE>

Buying Additional Shares

o Online To buy shares online, you must first set up an Electronic Link. Then
visit our Web site, www.montgomeryfunds.com, where you can purchase up to
$25,000 per day in additional shares of the Montgomery U.S. Select 20 Portfolio,
unless they are held in a retirement account. Once in the secure Account Access
area, you will be asked to confirm that you have read the appropriate
prospectus. The Portfolio's current prospectus will be readily available for
viewing and printing on our Web site. The cost of the shares will be
automatically deducted from your bank account.

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 a check with a
signed letter noting the Montgomery U.S. Select 20 Portfolio, 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.

o By Phone Current shareholders are automatically eligible to buy shares by
phone. To buy shares in the Portfolio or to open a new account, call
800.572.FUND [3863]. Shares for IRAs may not be purchased by phone. Telephone
purchases can be made for up to five times your account value as of the previous
day.

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

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

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

o Instruct your bank to wire money to our affiliated bank using the
information in "Becoming a Montgomery Stock Solutions Shareholder" (page __)

Exchanging Shares

You may exchange shares of the Portfolio for shares in the same class of another
Fund, in accounts with the same registration, Taxpayer Identification Number and
address. The minimum initial investment is $1,000. Note that an exchange is
treated as a sale and may result in a realized gain or loss for tax purposes.
You may exchange shares online at www.montgomeryfunds.com or by phone at
800.572.FUND [3863].

Other Exchange Policies

o We will process your exchange order at the next-calculated NAV.

o You may exchange shares only if the Portfolio is qualified for sale in your
state. Call 800.572.FUND [3863] for information on availability in your state.
You may not exchange shares in the Portfolio for shares of another Montgomery
Fund that is currently closed to new shareholders unless you are already a
shareholder in the closed Fund.

o Because excessive exchanges can harm the Portfolio's performance, we reserve
the right to terminate your exchange privileges if you make more than four
exchanges out of the Montgomery U.S. Select 20 Portfolio during a 12-month
period. We may also refuse an exchange into the Portfolio 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).

<PAGE>

o We may restrict or refuse your exchanges if we receive, or anticipate
receiving, simultaneous orders affecting a large portion of the Portfolio'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 the Portfolio by any person or
group if, in our judgment, the Portfolio would be unable to effectively invest
the money in accordance with its investment objective and policies, or might be
adversely affected in other ways.

o Any redemption fees will apply to exchanges or redemptions out of the
Portfolio.

Selling Shares

You may sell some or all of your U.S. Select 20 Portfolio shares on days that
the New York Stock Exchange is open for trading. Note that a redemption is
treated as a sale and may result in a realized gain or loss for tax purposes.

Your shares will be sold at the next NAV we calculate for the Portfolio
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. Shares
purchased by check will be priced upon receipt of your order, but proceeds may
not be paid until your check clears, which may take up to 15 days after the
purchase date. Within this 15-day period, you may choose to exchange into a
Montgomery Money Market Fund provided you have received and read the prospectus
for that Fund.

Aside from any applicable redemption fees, we generally will not charge you
any fees when you sell your shares, although there are some minor exceptions:

o For shares sold by wire, a $10 wire transfer fee will be deducted directly
from your proceeds.

o For redemption checks requested by Federal Express, a $10 fee will be
deducted directly from the 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 Online You may accept or decline Internet redemption privileges on your New
Account application. If you accept, you can sell up to $50,000 in shares in a
regular account in the Account Access section of www.montgomeryfunds.com. For
more information about our Internet policies, see "Internet and Telephone
Transactions" (page __).

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 or sell shares in
a retirement 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
"Internet and Telephone Transactions" (page __).

o By Mail Send us a letter including your name, Montgomery account number, the
Portfolio 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 in the same way your
account is registered. If you have a joint account, all account holders must
sign the letter.

<PAGE>

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 National Association of Securities Dealers member firms.

If you want to wire your redemption proceeds but do not have a predesignated
bank account, include a preprinted, voided check or deposit slip. If you do not
have a preprinted check, please send a signature-guaranteed letter along with
your bank instructions. 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 6:00 A.M. to 4:00
P.M. Pacific time.

Shareholders can get information or
perform transactions around-the-clock at
www.montgomeryfunds.com or through the
Montgomery Star System.

o Redemption Fee The redemption fee is intended to compensate the Portfolio
for the increased expenses to longer-term shareholders and the disruptive effect
on the Portfolio caused by short-term investments. The redemption fee will be
assessed on the net asset value of the shares redeemed or exchanged and will be
deducted from the redemption proceeds otherwise payable to the shareholder. The
Portfolio will retain the fee charged.

Other Policies

Minimum Account Balances

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

Expense Limitations

Montgomery Asset Management may reduce its management fees and absorb expenses
in order to maintain total operating expenses (excluding interest, taxes and
dividend expenses) for the Portfolio below its previously set operating expense
limit. The Investment Management Agreement allows Montgomery three years to
recoup amounts previously reduced or absorbed, provided the Portfolio remains
within the applicable expense limitation. Montgomery generally seeks to recoup
the oldest amounts before seeking payment of fees and expenses for the current
year.

Uncashed Redemption Checks

If you receive your Portfolio 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 not 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 proceeds in any
interest-bearing account. No interest will accrue on uncashed distribution or
redemption proceeds.

15
<PAGE>

Transaction Confirmation

If you notice any errors on your confirmation, you must notify Montgomery of
such errors within 30 days following mailing of that confirmation. Montgomery
will not be responsible for any loss, damage, cost or expense arising out of any
transaction that appears on your confirmation after this 30-day period.

Internet and Telephone Transactions

By buying or selling shares over the Internet or by phone, you agree to
reimburse the Portfolio for any expenses or losses incurred in connection with
transfers of money from your account. This includes any losses or expenses
caused by your bank's failure to honor your debit or act in accordance with your
instructions. If your bank makes erroneous payments or fails to make payment
after you buy shares, we may cancel the purchase and immediately terminate your
Internet and telephone transaction privileges.

The shares you purchase over the Internet or by phone will be priced at the
first net asset value we determine after receiving your request. 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
Portfolio as a result.

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

o Recording certain calls

o Requiring an authorization number or other personal information not likely
to be known by others

o Sending a transaction confirmation to the investor

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

We reserve the right to revoke the transaction privileges of any
shareholder at any time if he or she has used abusive language over the phone or
misused the Internet or phone privileges 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 Internet and telephone redemption privileges until 30 days after your
notification to protect you and your account. We require that all redemption
requests made during this period to be in writing with a signature guarantee.

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

o Using the automated Star System

o By overnight courier

o By telegram

You may discontinue Internet or phone privileges at any time.

<PAGE>

[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
Portfolio.

DST Systems, Inc., located in Kansas
City, Missouri, is the Portfolio's
Master Transfer Agent. It performs
certain recordkeeping and accounting
functions for the Portfolio.

State Street Bank and Trust Company
(formerly Investors Fiduciary Trust
Company), also located in Kansas City,
Missouri, assists DST Systems, Inc.,
with certain recordkeeping and
accounting functions for the Portfolio.

Tax Withholding Information

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
Portfolio pays to them may be subject to up to 30% withholding instead of backup
withholding.

[sidebar]
INVESTMENT MINIMUMS

The minimum initial investment is $1,000
for the Portfolio when using an online
application. Otherwise it is $2,500. The
minimum subsequent investment is $100.

After You Invest

Taxes

IRS rules require that the Portfolio distributes all of its net investment
income and capital gains, if any, to shareholders. Capital gains may be taxable
at different rates, depending on the length of time the Portfolio 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 the
tax status. The Portfolio's distributions, whether received in cash or
reinvested, may be taxable. Any redemption of the Portfolio's shares or any
exchange of the Portfolio's shares for another Fund will be treated as a sale,
and any gain on the transaction may be taxable.

<PAGE>

Additional information about tax issues relating to the Portfolio 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 Portfolio.

Dividends and Distributions

As a shareholder in the Montgomery U.S. Select 20 Portfolio, you may receive
income dividends and capital-gain distributions for which you will owe taxes
(unless you invest solely through a tax-advantaged account such as an IRA or a
401(k) plan). Income dividends and capital-gain distributions are paid to all
shareholders who maintain accounts with the Portfolio as of its "record date."

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

Keeping You Informed

After you invest you will receive, either by regular mail or electronically, our
Meet Montgomery Guide, which includes more information about buying, exchanging
and selling shares in the Portfolio. It also describes in more detail useful
tools for investors such as the Montgomery Star System and online transactions.
<TABLE>
<CAPTION>

INCOME Dividends CAPITAL GAINS
<S> <C> <C>
Montgomery U.S. Select 20 Declared and paid in the last Declared and paid in the last
Portfolio quarter of each calendar year* quarter of each calendar year*
</TABLE>

*Following its fiscal year end (June 30), the Portfolio may make additional
distributions to avoid the imposition of a tax.

During the year we will also send you, either by mail or electronically,
the following communications:

o Confirmation statements

o Account statements, sent after the close of each calendar quarter

o Annual and semiannual reports, sent approximately 60 days after June 30 and
December 31

o 1099 tax form, sent by January 31

o 5498 tax form, sent by May 31

o Annual updated prospectus, sent to existing shareholders in the fall

To save you money, we send only one copy of each shareholder report or
other mailings 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. You also have
the option of receiving the shareholder report or other mailings electronically
to the extent Montgomery can provide it. Your consent to receive these materials
electronically is effective until further notice by Montgomery or revocation by
you.

<PAGE>

[sidebar]

HOW TO AVOID "BUYING A DIVIDEND"

If you plan to purchase shares in the
Portfolio, check if it is planning to
make a distribution in the near future.
Here's why: If you buy shares of the
Portfolio 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 Portfolio 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 Portfolio's
appreciation.

<PAGE>

The best place to get information about the Montgomery U.S. Select 20 Portfolio
is online at www.montgomeryfunds.com. You can also find more information about
the Portfolio's investment policies in the Statement of Additional Information
(SAI), incorporated by reference in this prospectus, which is available free of
charge.

To request a free copy of the SAI, call us at 800.572. FUND [3863]. You can
review and copy further information about the Portfolio, including the SAI, at
the Securities and Exchange Commission's (SEC's) Public Reference Room in
Washington, D.C. To obtain information on the operation of the Public Reference
Room, please call 202.942.8090. Reports and other information about the
Portfolio are available at the SEC's Web site at www.sec.gov. You can also
obtain copies of this information, upon payment of a duplicating fee, by writing
the Public Reference Section of the SEC, Washington, D.C., 20549-6009, or
e-mailing the SEC at [email protected].

You can also find further information about the Portfolio in our annual and
semiannual shareholder reports, which discuss the market conditions and
investment strategies that significantly affected the Portfolio'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], option 3, or
visit www.montgomeryfunds.com.

Corporate Headquarters:
The MONTGOMERY Funds
101 California Street
San Francisco, CA 94111-9361
800.572.FUND [3863]
wwwmontgomeryfunds.com

SEC File Nos.: The Montgomery Funds 811-6011

Funds Distributor, Inc. 10/00

Owl logo(R)
The MONTGOMERY FundsSM
Invest wisely.(R)

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

<PAGE>

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

PART B

COMBINED STATEMENT OF ADDITIONAL INFORMATION FOR
CLASS R SHARES OF

MONTGOMERY GROWTH FUND
MONTGOMERY MID CAP 20 PORTFOLIO
MONTGOMERY U.S. EMERGING GROWTH FUND
MONTGOMERY SMALL CAP FUND
MONTGOMERY INTERNATIONAL GROWTH FUND
MONTGOMERY GLOBAL OPPORTUNITIES FUND
MONTGOMERY GLOBAL 20 PORTFOLIO
MONTGOMERY GLOBAL COMMUNICATIONS FUND
MONTGOMERY EMERGING MARKETS FUND
MONTGOMERY EMERGING ASIA FUND
MONTGOMERY TOTAL RETURN BOND FUND
MONTGOMERY SHORT DURATION GOVERNMENT BOND FUND
MONTGOMERY GOVERNMENT MONEY MARKET FUND
MONTGOMERY CALIFORNIA TAX-FREE INTERMEDIATE BOND FUND
MONTGOMERY CALIFORNIA TAX-FREE MONEY FUND
MONTGOMERY FEDERAL TAX-FREE MONEY FUND

AND

OTHER SERIES OF ANOTHER REGISTRANT

AND

CLASS P SHARES OF CERTAIN FUNDS

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

<PAGE>

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

MONTGOMERY GROWTH FUND
MONTGOMERY MID CAP 20 PORTFOLIO
MONTGOMERY U.S. EMERGING GROWTH FUND
MONTGOMERY SMALL CAP FUND
MONTGOMERY BALANCED FUND
MONTGOMERY INTERNATIONAL GROWTH FUND
MONTGOMERY INTERNATIONAL 20 PORTFOLIO
MONTGOMERY GLOBAL OPPORTUNITIES FUND
MONTGOMERY GLOBAL 20 PORTFOLIO
MONTGOMERY GLOBAL LONG-SHORT FUND
MONTGOMERY GLOBAL COMMUNICATIONS FUND
MONTGOMERY EMERGING MARKETS FUND
MONTGOMERY EMERGING MARKETS 20 PORTFOLIO
MONTGOMERY EMERGING ASIA FUND
MONTGOMERY TOTAL RETURN BOND FUND
MONTGOMERY SHORT DURATION GOVERNMENT BOND FUND
MONTGOMERY GOVERNMENT MONEY MARKET FUND
MONTGOMERY CALIFORNIA TAX-FREE INTERMEDIATE BOND FUND
MONTGOMERY CALIFORNIA TAX-FREE MONEY FUND
MONTGOMERY FEDERAL TAX-FREE MONEY FUND

101 California Street
San Francisco, California 94111
(800) 572-FUND [3863]

STATEMENT OF ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

October 31, 2000

The Montgomery Funds and The Montgomery Funds II are open-end
management investment companies organized, respectively, as a Massachusetts and
a Delaware business trust (together, the "Trusts"), each having different series
of shares of beneficial interest. Each of the above-named funds is a series of
The Montgomery Funds, with the exception of the Montgomery Balanced Fund,
Montgomery Global Long-Short Fund and Montgomery Emerging Markets 20 Portfolio,
which are series of The Montgomery Funds II (each a "Fund" and, collectively,
the "Funds"). This Statement of Additional Information contains information in
addition to that set forth in the combined prospectus for the Class R shares for
all Funds dated October 31, 2000, and that set forth in the combined
prospectuses for the Class P shares of certain Funds dated October 31, 2000, as
those prospectuses may be revised from time to time (in reference to the
appropriate Fund or Funds, the "Prospectuses"). The Prospectuses may be obtained
without charge at the address or telephone number provided above. This Statement
of Additional Information is not a prospectus and should be read in conjunction
with a Prospectus. The Annual Report to Shareholders for each Fund for the
fiscal year ended June 30, 2000 is incorporated by reference to this Statement
of Additional Information and also may be obtained without charge as noted
above.

<PAGE>

TABLE OF CONTENTS
Page
----

STATEMENT OF ADDITIONAL INFORMATION...........................................1

THE TRUSTS....................................................................3

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS...............................4

RISK FACTORS.................................................................28

INVESTMENT RESTRICTIONS......................................................32

DISTRIBUTIONS AND TAX INFORMATION............................................39

TRUSTEES AND OFFICERS........................................................44

INVESTMENT MANAGEMENT AND OTHER SERVICES.....................................47

EXECUTION OF PORTFOLIO TRANSACTIONS..........................................57

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION...............................60

DETERMINATION OF NET ASSET VALUE.............................................62

PRINCIPAL UNDERWRITER........................................................64

PERFORMANCE INFORMATION......................................................65

GENERAL INFORMATION..........................................................70

FINANCIAL STATEMENTS.........................................................81

Appendix.....................................................................82

B-2

<PAGE>

THE TRUSTS

The Montgomery Funds is an open-end management investment company
organized as a Massachusetts business trust on May 10, 1990, and The Montgomery
Funds II is an open-end management investment company organized as a Delaware
business trust on September 10, 1993. Both are registered under the Investment
Company Act of 1940, as amended (the "Investment Company Act"). The Trusts
currently offer shares of beneficial interest, $0.01 par value per share, in
various series. Each series offers three classes of shares (Class R, Class P and
Class L, except for the Global Long-Short Fund which offers Class R, Class B and
Class C). This Statement of Additional Information pertains to the following
series of The Montgomery Funds:

o Montgomery Growth Fund (the "Growth Fund");

o Montgomery Mid Cap 20 Portfolio (the "Mid Cap 20 Portfolio");

o Montgomery U.S. Emerging Growth Fund (the "U.S. Emerging Growth Fund);

o Montgomery Small Cap Fund (the "Small Cap Fund");

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

o Montgomery International 20 Portfolio (the "International 20
Portfolio")

o Montgomery Global Opportunities Fund (the "Global Opportunities
Fund");

o Montgomery Global 20 Portfolio (the "Global 20 Portfolio");

o Montgomery Global Communications Fund (the "Global Communications
Fund");

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

o Montgomery Emerging Asia Fund (the "Emerging Asia Fund");

o Montgomery Total Return Bond Fund (the "Total Return Bond Fund");

o Montgomery Short Duration Government Bond Fund (the "Short Bond
Fund");

o Montgomery Government Money Market Fund (the "Government Money Fund");

o Montgomery California Tax-Free Intermediate Bond Fund (the "California
Intermediate Bond Fund");

o Montgomery California Tax-Free Money Fund (the "California Money
Fund");

o Montgomery Federal Tax-Free Money Fund (the "Federal Money Fund");

as well as three series of The Montgomery Funds II:

o Montgomery Balanced Fund (the "Balanced Fund");

o Montgomery Global Long-Short Fund (the "Global Long-Short Fund"); and

o Montgomery Emerging Markets 20 Portfolio (the "Emerging Markets 20
Portfolio," prior to 10/00, called the "Montgomery Emerging Markets
Focus Fund").

Throughout this Statement of Additional Information, certain Funds may
be referred to together using the following terms: the Growth, U.S. Emerging
Growth, Small Cap and Balanced Funds and the Mid Cap 20 Portfolio as the "U.S.
Equity Funds"; the International Growth, Global Opportunities, Global
Long-Short, Global Communications, Emerging Markets, and Emerging Asia Funds and
the International 20, Global 20 and Emerging Markets 20 Portfolios, as the
"International and Global Equity Funds"; the Total Return Bond, Short Bond and
California Intermediate Bond Funds as the "Fixed-Income Funds"; the California
Intermediate Bond, California Money and Federal Money Funds as the "Tax-Free
Funds"; the Government Money, California Money and Federal Money Funds as the
"Money Market Funds"; and all of the Funds other than the Tax-Free Funds as the
"Taxable Funds."

B-3

<PAGE>

Note that the two Trusts share responsibility for the accuracy of the
Prospectuses and this Statement of Additional Information, and that each Trust
may be liable for misstatements in the Prospectuses and the Statement of
Additional Information that relate solely to the other Trust.

INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS

The Funds are managed by Montgomery Asset Management, LLC (the
"Manager") and their shares are distributed by Funds Distributor, Inc. (the
"Distributor"). The investment objectives and policies of the Funds are
described in detail in the Prospectuses. The following discussion supplements
the discussion in the Prospectuses.

Each Fund is a diversified series, except for the Tax-Free Funds, the
International 20 Portfolio, the Global 20 Portfolio and the Mid Cap 20
Portfolio, which are nondiversified series of The Montgomery Funds. The
achievement of each Fund's investment objective will depend upon market
conditions generally and on the Manager's analytical and portfolio management
skills.

The Balanced Fund is a fund-of-funds. Other than U.S. government
securities, the Balanced Fund does not own securities of its own. Instead, the
Balanced Fund invests its assets in a number of funds in The Montgomery Funds
family (each, an "Underlying Fund"). Investors of the Balanced Fund should
therefore review the discussion in this Statement of Additional Information that
relates to each Underlying Fund of the Balanced Fund.

Alternative Structures

Each Fund has reserved the right, if approved by the Board of Trustees,
to convert to a "master/feeder" structure. In this structure the assets of
mutual funds with common investment objectives and similar parameters are
combined in a pool, rather than being managed separately. The individual Funds
are known as "feeder" funds and the pool as the "master" fund. Although
combining assets in this way allows for economies of scale and other advantages,
this change will not affect the investment objectives, philosophies or
disciplines currently employed by the Funds and the Manager. A Fund proposing to
convert to this structure would notify its shareholders before it took any such
action. As of the date of this Statement of Additional Information, no Fund has
proposed instituting this alternative structure.

Special Investment Strategies and Risks

Certain of the Funds have special investment policies, strategies and
risks in addition to those discussed in the Prospectus, as described below.

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

B-4

<PAGE>

Investing in Asia involves special risks. Emerging Asian countries are
in various stages of economic development, with most being considered emerging
markets. Each country has its unique risks. Most emerging Asian countries are
heavily dependent on international trade. Some have prosperous economies but are
sensitive to world commodity prices. Others are especially vulnerable to
recession in other countries. Some emerging Asian countries have experienced
rapid growth, although many suffer from obsolete financial systems, economic
problems or archaic legal systems. The Fund may invest in certain debt
securities issued by the governments of emerging Asian countries that are, or
may be eligible for, conversion into investments in emerging Asian companies
under debt conversion programs sponsored by such governments. The Fund deems
securities that are convertible to equity investments to be equity-derivative
securities.

The Emerging Asia Fund concentrates its investments in companies that
have their principal activities in emerging Asian countries. Consequently, the
Fund's share value may be more volatile than that of investment companies not
sharing this geographic concentration. The value of the Fund's shares may vary
in response to political and economic factors affecting issuers in emerging
Asian countries. Although the Fund normally does not expect to invest in
Japanese companies, some emerging Asian economies are directly affected by
Japanese capital investment in the region and by Japanese consumer demands. Many
of the emerging Asian countries are developing both economically and
politically. Emerging Asian countries may have relatively unstable governments,
economies based on only a few commodities or industries, and securities markets
trading infrequently or in low volumes. Some emerging Asian countries restrict
the extent to which foreigners may invest in their securities markets.
Securities of issuers located in some emerging Asian countries tend to have
volatile prices and may offer significant potential for loss as well as gain.
Further, certain companies in emerging Asia may not have firmly established
product markets, may lack depth of management or may be more vulnerable to
political or economic developments such as nationalization of their own
industries.

Montgomery Global Communications Fund. The Global Communications Fund
defines a "communications company" as a company engaged in the development,
manufacture or sale of communications equipment or services that derived at
least 50% of either its revenues or earnings from these activities, or that
devoted at least 50% of its assets to these activities, based on the company's
most recent fiscal year.

The Global Communications Fund's portfolio management believes that
worldwide demand for components, products, media and systems to collect, store,
retrieve, transmit, process, distribute, record, reproduce and use information
will continue to grow in the future. It also believes that the global trend
appears to be toward lower costs and higher efficiencies resulting from
combining communications systems with computers, and, accordingly, the Fund may
invest in companies engaged in the development of methods for using new
technologies to communicate information as well as companies using established
communications technologies.

The Global Communications Fund may invest up to 35% of its total assets
in debt securities, including up to 5% in debt securities rated below investment
grade. The Global Communications Fund invests in companies that, in the opinion
of the Manager, have potential for above-average, long-term growth in sales and
earnings on a sustained basis and that are reasonably priced. The Manager
considers a number of factors in evaluating potential investments, including a
company's per-share sales and earnings growth; return on capital; balance sheet;
financial and accounting policies; overall financial strength; industry sector;
competitive advantages and disadvantages; research, product development and
marketing; development of new technologies; service; pricing flexibility;
quality of management; and general operating characteristics.

B-5

<PAGE>

The Global Communications Fund may invest substantially in securities
denominated in one or more foreign currencies. Under normal conditions, the
Global Communications Fund invests in at least three different countries, which
may include the United States, but no country other than the United States may
represent more than 40% of its assets. A significant portion of the Global
Communications Fund's assets are invested in the securities of foreign issuers,
because many attractive investment opportunities, including many of the world's
communications companies, are outside the United States.

Montgomery Global Long-Short Fund. This Fund uses sophisticated
investment approaches that may present substantially higher risks than most
mutual funds. It may invest a larger percentage of its assets in transactions
using margin, leverage, short sales and other forms of volatile financial
derivatives such as options and futures. As a result, the value of an investment
in this Fund may be more volatile than investments in other mutual funds. This
Fund may not be an appropriate investment for conservative investors.

The Global Long-Short Fund's investment objective is to seek capital
appreciation. Under normal conditions, this Fund seeks to achieve its objective
by investing at least 65% of its total assets in long and short positions in
equity securities of publicly traded companies of any size worldwide. This Fund
measures short sale exposure by the current market value of the collateral used
to secure the short sale positions. Any income derived from dividends and
interest will be incidental to this Fund's investment objective. Investors
should note that this Fund uses an approach different from the traditional
long-term investment approach of most other mutual funds. The use of borrowing
and short sales may cause the Fund to have higher expenses (especially interest
expenses and dividend expenses) than those of other equity mutual funds. Like
all mutual funds, there can be no assurance that the Fund's investment objective
will be attained.

This Fund may employ margin leverage and engage in short sales of
securities it does not own. This Fund also may use options and financial indices
for hedging purposes and/or to establish or increase its long or short
positions. This Fund invests primarily in common stocks (including depositary
receipts) but also may invest in other types of equity and equity-derivative
securities. It may invest up to 35% of its total assets in debt securities,
including up to 5% in debt securities rated below investment grade. This Fund
may also invest in certain debt securities issued by the governments of emerging
markets countries that are, or may be eligible for, conversion into investments
in emerging markets companies under debt conversion programs sponsored by such
governments. This Fund deems securities that are convertible to equity
investments to be equity-derivative securities.

Montgomery Global 20 Portfolio. The Global 20 Portfolio is a
non-diversified mutual fund that typically invests in the securities of as few
as 20 companies worldwide. No more than 40% of its assets, or two times its
benchmark weight, whichever is greater, may be invested in any one country.
Investments in companies based in the United States are not subject to this
limit. No more than 30% of the assets of the Global 20 Portfolio may be invested
in the stocks of companies based in the world's developing economies.
Additionally, the Global 20 Portfolio may concentrate up to 35% of its total
assets in the stocks of communications companies worldwide, including companies
involved in telecommunications, broadcasting, publishing and the Internet, among
other industries. Because the Global 20 Portfolio may invest a significant
portion of its assets in a particular country or in the communications industry,
its share value may be more volatile than that of mutual funds not sharing this
geographic and/or industry concentration. Finally, to the extent that the Global
20 Portfolio may invest up to 30% of its assets in companies based in developing
countries, shareholders may also be exposed to special risks. See "Risk Factors"
below.

B-6

<PAGE>

Emerging Markets 20 Portfolio. The Emerging Markets 20 Portfolio does
not intend to diversify its portfolio across a large number of emerging markets
countries. Instead, the Fund's investment advisor's objective is to concentrate
its investments in a small number of emerging markets countries (although it may
invest in a number of companies in each selected country). Such a heavy
concentration may make the Fund's net asset value extremely volatile and, if
economic downturns or other events occur that adversely affect one or more of
the countries the Fund invests in, such events' impact on the Fund will be more
magnified than if the Fund did not have such a narrow concentration.

Montgomery Federal Money Fund, California Money Fund and California
Intermediate Bond Fund. The Federal Money Fund seeks to, under normal
conditions, achieve its objective by investing at least 80% of its net assets in
municipal securities, the interest from which is, in the opinion of counsel to
the issuer, exempt from federal income tax. The California Money Fund seeks to
achieve its objective by investing at least 80% of its net assets in municipal
securities and at least 65% of its net assets in debt securities, the interest
from which is, in the opinion of counsel to the issuer, also exempt from
California personal income taxes ("California municipal securities"). Under
normal conditions, the California Intermediate Bond Fund seeks to achieve its
objective by investing at least 80% of its net assets in California municipal
securities. The California Money Fund and the California Intermediate Bond Fund
are not suitable for investors who cannot benefit from the tax-exempt character
of its dividends, such as IRAs, qualified retirement plans or tax-exempt
entities.

At least 80% of the value of the California Intermediate Bond Fund's
net assets must consist of California municipal securities that, at the time of
purchase, are rated investment grade, that is, within the four highest ratings
of municipal securities (AAA to BBB) assigned by Standard & Poor's Corporation
("S&P"), (Aaa to Baa) assigned by Moody's Investors Service, Inc. ("Moody's"),
or (AAA to BBB) assigned by Fitch Investor Services ("Fitch"); or have S&P's
short-term municipal rating of SP-2 or higher, or a municipal commercial paper
rating of A-2 or higher; Moody's short-term municipal securities rating of MIG-2
or higher, or VMIG-2 or higher or a municipal commercial paper rating of P-2 or
higher; or have Fitch's short-term municipal securities rating of FIN-2 or
higher or a municipal commercial paper rating of Fitch-2 or higher; or, if
unrated by S&P, Moody's or Fitch, are deemed by the Manager to be of comparable
quality, using guidelines approved by the Board of Trustees, but not to exceed
20% of the Fund's net assets. Debt securities rated in the lowest category of
investment-grade debt may have speculative characteristics; changes in economic
conditions or other circumstances are more likely to lead to weakened capacity
to make principal and interest payments than is the case with higher-grade
bonds. There is no assurance that any municipal issuers will make full payments
of principal and interest or remain solvent, however. For a description of the
ratings, see the Appendix.

The Federal Money and California Money Funds seek to maintain a stable
net asset value of $1 per share in compliance with Rule 2a-7 under the
Investment Company Act and, pursuant to procedures adopted under that Rule,
limit their investments to those securities that the Board determines present
minimal credit risks and have remaining maturities, as determined under the
Rule, of 397 calendar days or less. These Funds also maintain a dollar-weighted
average maturity of their portfolio securities of 90 days or less.

Portfolio Securities

Depositary Receipts, Convertible Securities and Securities Warrants.
The International and Global Equity Funds and the U.S. Equity Funds may hold
securities of foreign issuers in the form of American Depositary Receipts
("ADRs"), European Depositary Receipts ("EDRs"), Global Depository Receipts

B-7

<PAGE>

("GDRs"), and other similar global instruments available in emerging markets, or
other securities convertible into securities of eligible issuers. These
securities may not necessarily be denominated in the same currency as the
securities for which they may be exchanged. Generally, ADRs in registered form
are designed for use in U.S. securities markets, and EDRs and other similar
global instruments in bearer form are designed for use in European securities
markets. For purposes of a Fund's investment policies, a Fund's investments in
ADRs, EDRs and similar instruments will be deemed to be investments in the
equity securities representing the securities of foreign issuers into which they
may be converted. Each such Fund may also invest in convertible securities and
securities warrants.

Other Investment Companies. Each Fund may invest in securities issued
by other investment companies. Those investment companies must invest in
securities in which the Fund can invest in a manner consistent with the Fund's
investment objective and policies. Applicable provisions of the Investment
Company Act require that a Fund limit its investments so that, as determined
immediately after a securities purchase is made: (a) not more than 10% (or 35%
for the Money Market Funds) of the value of a Fund's total assets will be
invested in the aggregate in securities of investment companies as a group; and
(b) either (i) a Fund and affiliated persons of that Fund not own together more
than 3% of the total outstanding shares of any one investment company at the
time of purchase (and that all shares of the investment company held by that
Fund in excess of 1% of the company's total outstanding shares be deemed
illiquid), or (ii) a Fund not invest more than 5% of its total assets in any one
investment company and the investment not represent more than 3% of the total
outstanding voting stock of the investment company at the time of purchase.

Because of restrictions on direct investment by U.S. entities in
certain countries, other investment companies may provide the most practical or
only way for the International and Global Equity Funds to invest in certain
markets. Such investments may involve the payment of substantial premiums above
the net asset value of those investment companies' portfolio securities and are
subject to limitations under the Investment Company Act. The International and
Global Equity Funds also may incur tax liability to the extent that they invest
in the stock of a foreign issuer that is a "passive foreign investment company"
regardless of whether such "passive foreign investment company" makes
distributions to the Funds.

The U.S. Equity Funds, the International and Global Equity Funds and
the Fixed-Income and Money Market Funds do not intend to invest in other
investment companies unless, in the Manager's judgment, the potential benefits
exceed associated costs. As a shareholder in an investment company, these Funds
bear their ratable share of that investment company's expenses, including
advisory and administration fees, resulting in an additional layer of management
fees and expenses for shareholders. This duplication of expenses would occur
regardless of the type of investment company, i.e., open-end (mutual fund) or
closed-end.

Debt Securities. Each Fund may purchase debt securities that complement
its objective of capital appreciation through anticipated favorable changes in
relative foreign exchange rates, in relative interest rate levels or in the
creditworthiness of issuers. Debt securities may constitute up to 35% of the
U.S. Equity Funds' and the International and Global Equity Funds' total assets.
In selecting debt securities, the Manager seeks out good credits and analyzes
interest rate trends and specific developments that may affect individual
issuers. As an operating policy, which may be changed by the Board, each Fund
may invest up to 5% of their total assets in debt securities rated lower than
investment grade. Subject to this limitation, each of these Funds may invest in
any debt security, including securities in default. After its purchase by a
Fund, a debt security may cease to be rated or its rating may be reduced below
that required for purchase by the Fund. A security downgraded below

B-8

<PAGE>

the minimum level may be retained if determined by the Manager and the Board to
be in the best interests of the Fund.

Debt securities may also consist of participation certificates in large
loans made by financial institutions to various borrowers, typically in the form
of large unsecured corporate loans. These certificates must otherwise comply
with the maturity and credit-quality standards of each Fund and will be limited
to 5% of a Fund's total assets.

In addition to traditional corporate, government and supranational debt
securities, each of the International and Global Equity Funds may invest in
external (i.e., to foreign lenders) debt obligations issued by the governments,
government entities and companies of emerging markets countries. The percentage
distribution between equity and debt will vary from country to country, based on
anticipated trends in inflation and interest rates; expected rates of economic
and corporate profits growth; changes in government policy; stability, solvency
and expected trends of government finances; and conditions of the balance of
payments and terms of trade.

U.S. Government Securities. Each Fund may invest a substantial portion,
if not all, of its net assets in obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities, including repurchase agreements
backed by such securities ("U.S. government securities"). These Funds generally
will have a lower yield than if they purchased higher yielding commercial paper
or other securities with correspondingly greater risk instead of U.S. government
securities.

Certain of the obligations, including U.S. Treasury bills, notes and
bonds, and mortgage-related securities of the GNMA, are issued or guaranteed by
the U.S. government. Other securities issued by U.S. government agencies or
instrumentalities are supported only by the credit of the agency or
instrumentality, such as those issued by the Federal Home Loan Bank, whereas
others, such as those issued by the FNMA, Farm Credit System and Student Loan
Marketing Association, have an additional line of credit with the U.S. Treasury.
Short-term U.S. government securities generally are considered to be among the
safest short-term investments. The U.S. government does not guarantee the net
asset value of the Funds' shares, however. With respect to U.S. government
securities supported only by the credit of the issuing agency or instrumentality
or by an additional line of credit with the U.S. Treasury, there is no guarantee
that the U.S. government will provide support to such agencies or
instrumentalities. Accordingly, such U.S. government securities may involve risk
of loss of principal and interest. The securities issued by these agencies are
discussed in more detail later.

Mortgage-Related Securities and Derivative Securities. The Fixed-Income
and Money Market Funds may invest in mortgage-related securities. A
mortgage-related security is an interest in a pool of mortgage loans and is
considered a derivative security. Most mortgage-related securities are
pass-through securities, which means that investors receive payments consisting
of a pro rata share of both principal and interest (less servicing and other
fees), as well as unscheduled prepayments, as mortgages in the underlying
mortgage pool are paid off by the borrowers. Certain mortgage-related securities
are subject to high volatility. These Funds use these derivative securities in
an effort to enhance return and as a means to make certain investments not
otherwise available to the Funds.

Agency Mortgage-Related Securities. Investors in the Fixed-Income and
Money Market Funds should note that the dominant issuers or guarantors of
mortgage-related securities today are GNMA, FNMA and the FHLMC. GNMA creates
pass-through securities from pools of government-guaranteed or -insured (Federal

B-9

<PAGE>

Housing Authority or Veterans Administration) mortgages. FNMA and FHLMC issue
pass-through securities from pools of conventional and federally insured and/or
guaranteed residential mortgages. The principal and interest on GNMA
pass-through securities are guaranteed by GNMA and backed by the full faith and
credit of the U.S. government. FNMA guarantees full and timely payment of all
interest and principal, and FHLMC guarantees timely payment of interest and
ultimate collection of principal of its pass-through securities. Securities from
FNMA and FHLMC are not backed by the full faith and credit of the U.S.
government but are generally considered to offer minimal credit risks. The
yields provided by these mortgage-related securities have historically exceeded
the yields on other types of U.S. government securities with comparable "lives"
largely due to the risks associated with prepayment.

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

The Fixed-Income and Money Market Funds consider GNMA, FNMA and
FHLMC-issued pass-through certificates, Collateralized Mortgage Obligations
("CMOs") and other mortgage-related securities to be U.S. government securities
for purposes of their investment policies.

Mortgage-Related Securities: Government National Mortgage Association.
GNMA is a wholly owned corporate instrumentality of the U.S. government within
the Department of Housing and Urban Development. The National Housing Act of
1934, as amended (the "Housing Act"), authorizes GNMA to guarantee the timely
payment of the principal of, and interest on, securities that are based on and
backed by a pool of specified mortgage loans. For these types of securities to
qualify for a GNMA guarantee, the underlying collateral must be mortgages
insured by the FHA under the Housing Act, or Title V of the Housing Act of 1949,
as amended ("VA Loans"), or be pools of other eligible mortgage loans. The
Housing Act provides that the full faith and credit of the U.S. Government is
pledged to the payment of all amounts that may be required to be paid under any
guarantee. In order to meet its obligations under a guarantee, GNMA is
authorized to borrow from the U.S. Treasury with no limitations as to amount.

GNMA pass-through securities may represent a proportionate interest in
one or more pools of the following types of mortgage loans: (1) fixed-rate level
payment mortgage loans; (2) fixed-rate graduated payment mortgage loans; (3)
fixed-rate growing equity mortgage loans; (4) fixed-rate mortgage loans secured
by manufactured (mobile) homes; (5) mortgage loans on multifamily residential
properties under construction; (6) mortgage loans on completed multifamily
projects; (7) fixed-rate mortgage loans as to which escrowed funds are used to
reduce the borrower's monthly payments during the early years of the mortgage
loans ("buydown" mortgage loans); (8) mortgage loans that provide for
adjustments on payments based on periodic changes in interest rates or in other
payment terms of the mortgage loans; and (9) mortgage-backed serial notes.

Mortgage-Related Securities: Federal National Mortgage Association.
FNMA is a federally chartered and privately owned corporation established under
the Federal National Mortgage Association Charter Act. FNMA was originally
organized in 1938 as a U.S. Government agency to add greater liquidity to the
mortgage market. FNMA was transformed into a private sector corporation by
legislation enacted in 1968. FNMA provides funds to the mortgage market
primarily by purchasing home mortgage loans from local lenders, thereby
providing them with funds for additional lending. FNMA acquires funds to
purchase loans from

B-10

<PAGE>

investors that may not ordinarily invest in mortgage loans directly, thereby
expanding the total amount of funds available for housing.

Each FNMA pass-through security represents a proportionate interest in
one or more pools of FHA Loans, VA Loans or conventional mortgage loans (that
is, mortgage loans that are not insured or guaranteed by any U.S. Government
agency). The loans contained in those pools consist of one or more of the
following: (1) fixed-rate level payment mortgage loans; (2) fixed-rate growing
equity mortgage loans; (3) fixed-rate graduated payment mortgage loans; (4)
variable-rate mortgage loans; (5) other adjustable-rate mortgage loans; and (6)
fixed-rate mortgage loans secured by multifamily projects.

Mortgage-Related Securities: Federal Home Loan Mortgage Corporation.
FHLMC is a corporate instrumentality of the United States established by the
Emergency Home Finance Act of 1970, as amended. FHLMC was organized primarily
for the purpose of increasing the availability of mortgage credit to finance
needed housing. The operations of FHLMC currently consist primarily of the
purchase of first lien, conventional, residential mortgage loans and
participation interests in mortgage loans and the resale of the mortgage loans
in the form of mortgage-backed securities.

The mortgage loans underlying FHLMC securities typically consist of
fixed-rate or adjustable-rate mortgage loans with original terms to maturity of
between 10 and 30 years, substantially all of which are secured by first liens
on one-to-four-family residential properties or multifamily projects. Each
mortgage loan must include whole loans, participation interests in whole loans
and undivided interests in whole loans and participation in another FHLMC
security.

Privately Issued Mortgage-Related Securities. Each Fixed-Income Fund
may invest in mortgage-related securities offered by private issuers, including
pass-through securities comprised of pools of conventional residential mortgage
loans; mortgage-backed bonds which are considered to be obligations of the
institution issuing the bonds and are collateralized by mortgage loans; and
bonds and CMOs collateralized by mortgage-related securities issued by GNMA,
FNMA, FHLMC or by pools of conventional mortgages, multifamily or commercial
mortgage loans.

Each class of a CMO is issued at a specific fixed or floating coupon
rate and has a stated maturity or final distribution date. Principal prepayments
on the collateral pool may cause the various classes of a CMO to be retired
substantially earlier than their stated maturities or final distribution dates.
The principal of and interest on the collateral pool may be allocated among the
several classes of a CMO in a number of different ways. Generally, the purpose
of the allocation of the cash flow of a CMO to the various classes is to obtain
a more predictable cash flow to some of the individual tranches than exists with
the underlying collateral of the CMO. As a general rule, the more predictable
the cash flow is on a CMO tranche, the lower the anticipated yield will be on
that tranche at the time of issuance relative to prevailing market yields on
mortgage-related securities. Certain classes of CMOs may have priority over
others with respect to the receipt of prepayments on the mortgages.

Each Fixed-Income Fund may invest in, among other things, "parallel
pay" CMOs and Planned Amortization Class CMOs ("PAC Bonds"). Parallel pay CMOs
are structured to provide payments of principal on each payment date to more
than one class. These simultaneous payments are taken into account in
calculating the stated maturity date or final distribution date of each class
which, like the other CMO structures, must be retired by its stated maturity
date or final distribution date, but may be retired earlier. PAC Bonds are

B-11

<PAGE>

parallel pay CMOs that generally require payments of a specified amount of
principal on each payment date; the required principal payment on PAC Bonds have
the highest priority after interest has been paid to all classes.

Privately issued mortgage-related securities generally offer a higher
rate of interest (but greater credit and interest rate risk) than U.S.
government and agency mortgage-related securities because they offer no direct
or indirect governmental guarantees. Many issuers or servicers of
mortgage-related securities guarantee or provide insurance for timely payment of
interest and principal, however. The Short Bond Fund and Total Return Bond Fund
may purchase some mortgage-related securities through private placements that
are restricted as to further sale. The value of these securities may be very
volatile.

Adjustable-Rate Mortgage-Related Securities. Because the interest rates
on the mortgages underlying adjustable-rate mortgage-related securities ("ARMS")
reset periodically, yields of such portfolio securities will gradually align
themselves to reflect changes in market rates. Unlike fixed-rate mortgages,
which generally decline in value during periods of rising interest rates, ARMS
allow a Fund to participate in increases in interest rates through periodic
adjustments in the coupons of the underlying mortgages, resulting in both higher
current yields and low price fluctuations. Furthermore, if prepayments of
principal are made on the underlying mortgages during periods of rising interest
rates, a Fund may be able to reinvest such amounts in securities with a higher
current rate of return. During periods of declining interest rates, of course,
the coupon rates may readjust downward, resulting in lower yields to a Fund.
Further, because of this feature, the value of ARMS is unlikely to rise during
periods of declining interest rates to the same extent as fixed rate
instruments. For further discussion of the risks associated with
mortgage-related securities generally.

Other Mortgage-Related Securities. Other mortgage-related securities
include securities other than those described above that directly or indirectly
represent a participation in, or are secured by and payable from, mortgage loans
on real property, including mortgage dollar rolls, CMO residuals or stripped
mortgage-backed securities ("SMBS"). Other mortgage-related securities may be
equity or debt securities issued by agencies or instrumentalities of the U.S.
government or by private originators of, or investors in, mortgage loans,
including savings and loan associations, homebuilders, mortgage banks,
commercial banks, investment banks, partnerships, trusts and special purpose
entities of the foregoing.

CMO Residuals. CMO residuals are mortgage securities issued by agencies
or instrumentalities of the U.S. government or by private originators of, or
investors in, mortgage loans, including savings and loan associations,
homebuilders, mortgage banks, commercial banks, investment banks and special
purpose entities of the foregoing.

The cash flow generated by the mortgage assets underlying a series of
CMOs is applied first to make required payments of principal and interest on the
CMOs and second to pay the related administrative expenses of the issuer. The
residual in a CMO structure generally represents the interest in any excess cash
flow remaining after making the foregoing payments. Each payment of such excess
cash flow to a holder of the related CMO residual represents income and/or a
return of capital. The amount of residual cash flow resulting from a CMO will
depend on, among other things, the characteristics of the mortgage assets, the
coupon rate of each class of CMO, prevailing interest rates, the amount of
administrative expenses and the prepayment experience on the mortgage assets. In
particular, the yield to maturity on CMO residuals is extremely sensitive to
prepayments on the related underlying mortgage assets, in the same manner as an
interest-only ("IO") class of stripped mortgage-backed securities. In addition,
if a series of a CMO includes a class that bears interest at an adjustable rate,
the yield to maturity on the related CMO residual will also be extremely
sensitive to changes

B-12

<PAGE>

in the level of the index upon which interest rate adjustments are based. As
described below with respect to stripped mortgage-backed securities, in certain
circumstances a Fund may fail to recoup fully its initial investment in a CMO
residual.

CMO residuals are generally purchased and sold by institutional
investors through several investment banking firms acting as brokers or dealers.
The CMO residual market has only very recently developed and CMO residuals
currently may not have the liquidity of other more established securities
trading in other markets. Transactions in CMO residuals are generally completed
only after careful review of the characteristics of the securities in question.
In addition, CMO residuals may, or pursuant to an exemption therefrom, may not
have been registered under the Securities Act of 1933, as amended (the "1933
Act"). CMO residuals, whether or not registered under the 1933 Act, may be
subject to certain restrictions on transferability, and may be deemed "illiquid"
and subject to a Fund's limitations on investment in illiquid securities.

Stripped Mortgage-Backed Securities. SMBS are derivative multi-class
mortgage securities. SMBS may be issued by agencies or instrumentalities of the
U.S. government, or by private originators of, or investors in, mortgage loans,
including savings and loan associations, mortgage banks, commercial banks,
investment banks and special purpose entities of the foregoing.

SMBS are usually structured with two classes that receive different
proportions of the interest and principal distributions on a pool of mortgage
assets. A common type of SMBS will have one class receiving some of the interest
and most of the principal from the mortgage assets, while the other class will
receive most of the interest and the remainder of the principal. In the most
extreme case, one class will receive all of the interest (the "IO" class), while
the other class will receive all of the principal (the principal-only or "PO"
class). The yield to maturity on an IOs, POs and other mortgage securities that
are purchased at a substantial premium or discount generally are extremely
sensitive not only to changes in prevailing interest rates but also to the rate
of principal payments (including prepayments) on the related underlying mortgage
assets, and a rapid rate of principal payments may have a material adverse
effect on such securities' yield to maturity. If the underlying mortgage assets
experience greater than anticipated prepayments of principal, a Fund may fail to
fully recoup its initial investment in these securities even if the securities
have received the highest rating by a nationally recognized statistical rating
organization.

Although SMBS are purchased and sold by institutional investors through
several investment banking firms acting as brokers or dealers, established
trading markets have not developed and, accordingly, these securities may be
deemed "illiquid" and subject to a Fund's limitations on investment in illiquid
securities.

The Money Market Funds do not invest in SMBS, however, and the Total
Return and Short Bond Funds limit their SMBS investments to 10% of total assets.
The Total Return Bond and Short Bond Funds may invest in derivative securities
known as "floaters" and "inverse floaters," the values of which vary in response
to interest rates. These securities may be illiquid and their values may be very
volatile.

Asset-Backed Securities. Each Fixed-Income Fund may invest up to 25%
(5% for the other Funds) of its total assets in asset-backed securities. These
are secured by and payable from pools of assets, such as motor vehicle
installment loan contracts, leases of various types of real and personal
property, and receivables from revolving credit (e.g., credit card) agreements.
Like mortgage-related securities, these securities are subject to the risk of
prepayment.

B-13

<PAGE>

Variable Rate Demand Notes. Variable rate demand notes ("VRDNs") are
tax-exempt obligations that contain a floating or variable interest rate
adjustment formula and an unconditional right of demand to receive payment of
the unpaid principal balance plus accrued interest upon a short notice period
prior to specified dates, generally at 30-, 60-, 90-, 180-, or 365-day
intervals. The interest rates are adjustable at intervals ranging from daily to
six months. Adjustment formulas are designed to maintain the market value of the
VRDN at approximately the par value of the VRDN upon the adjustment date. The
adjustments typically are based upon the prime rate of a bank or some other
appropriate interest rate adjustment index.

The Tax-Free Funds also may invest in VRDNs in the form of
participation interests ("Participating VRDNs") in variable rate tax-exempt
obligations held by a financial institution, typically a commercial bank
("institution"). Participating VRDNs provide a Fund with a specified undivided
interest (up to 100%) of the underlying obligation and the right to demand
payment of the unpaid principal balance plus accrued interest on the
Participating VRDNs from the institution upon a specified number of days'
notice, not to exceed seven. In addition, the Participating VRDN is backed by an
irrevocable letter of credit or guaranty of the institution. A Fund has an
undivided interest in the underlying obligation and thus participates on the
same basis as the institution in such obligation except that the institution
typically retains fees out of the interest paid on the obligation for servicing
the obligation, providing the letter of credit and issuing the repurchase
commitment.

Participating VRDNs may be unrated or rated, and their creditworthiness
may be a function of the creditworthiness of the issuer, the institution
furnishing the irrevocable letter of credit, or both. Accordingly, the Tax-Free
Funds may invest in such VRDNs, the issuers or underlying institutions of which
the Manager believes are creditworthy and satisfy the quality requirements of
the Funds. The Manager periodically monitors the creditworthiness of the issuer
of such securities and the underlying institution.

During periods of high inflation and periods of economic slowdown,
together with the fiscal measures adopted by governmental authorities to attempt
to deal with them, interest rates have varied widely. While the value of the
underlying VRDN may change with changes in interest rates generally, the
variable rate nature of the underlying VRDN should minimize changes in the value
of the instruments. Accordingly, as interest rates decrease or increase, the
potential for capital appreciation and the risk of potential capital
depreciation is less than would be the case with a portfolio of fixed-income
securities. The Tax-Free Funds may invest in VRDNs on which stated minimum or
maximum rates, or maximum rates set by state law, limit the degree to which
interest on such VRDNs may fluctuate; to the extent they do increases or
decreases in value may be somewhat greater than would be the case without such
limits. Because the adjustment of interest rates on the VRDNs is made in
relation to movements of various interest rate adjustment indices, the VRDNs are
not comparable to long-term fixed-rate securities. Accordingly, interest rates
on the VRDNs may be higher or lower than current market rates for fixed-rate
obligations of comparable quality with similar maturities.

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

B-14

<PAGE>

Municipal Securities. Because the Tax-Free Funds invest at least 80% of
their total assets in obligations either issued by or on behalf of states,
territories and possessions of the United States and the District of Columbia
and their political subdivisions, agencies, authorities and instrumentalities,
including industrial development bonds, as well as obligations of certain
agencies and instrumentalities of the U.S. government, the interest from which
is, in the opinion of bond counsel to the issuer, exempt from federal income tax
("Municipal Securities"), or exempt from federal and California personal income
tax ("California Municipal Securities"), and the California Money Fund invests
at least 65% of its total assets in California Municipal Securities, and may
invest in Municipal Securities, these Funds generally will have a lower yield
than if they primarily purchased higher yielding taxable securities, commercial
paper or other securities with correspondingly greater risk. Generally, the
value of the Municipal Securities and California Municipal Securities held by
these Funds will fluctuate inversely with interest rates.

General Obligation Bonds. Issuers of general obligation bonds include
states, counties, cities, towns and regional districts. The proceeds of these
obligations are used to fund a wide range of public projects, including
construction or improvement of schools, highways and roads, and water and sewer
systems. The basic security behind general obligation bonds is the issuer's
pledge of its full faith, credit and taxing power for the payment of principal
and interest. The taxes that can be levied for the payment of debt service may
be limited or unlimited as to the rate or amount of special assessments.

Revenue Bonds. A revenue bond is not secured by the full faith, credit
and taxing power of an issuer. Rather, the principal security for a revenue bond
is generally the net revenue derived from a particular facility, group of
facilities or, in some cases, the proceeds of a special excise or other specific
revenue source. Revenue bonds are issued to finance a wide variety of capital
projects, including electric, gas, water, and sewer systems; highways, bridges,
and tunnels; port and airport facilities; colleges and universities; and
hospitals. Although the principal security behind these bonds may vary, many
provide additional security in the form of a debt service reserve fund that may
be used to make principal and interest payments on the issuer's obligations.
Housing finance authorities have a wide range of security, including partially
or fully insured mortgages, rent subsidized and/or collateralized mortgages,
and/or the net revenues from housing or other public projects. Some authorities
provide further security in the form of a governmental assurance (although
without obligation) to make up deficiencies in the debt service reserve fund.

Industrial Development Bonds. Industrial development bonds, which may
pay tax-exempt interest, are, in most cases, revenue bonds and are issued by or
on behalf of public authorities to raise money to finance various privately
operated facilities for business manufacturing, housing, sports, and pollution
control. These bonds also are used to finance public facilities, such as
airports, mass transit systems, ports and parking. The payment of the principal
and interest on such bonds is dependent solely on the ability of the facility's
user to meet its financial obligations and the pledge, if any, of the real and
personal property so financed as security for such payment. As a result of 1986
federal tax legislation, industrial revenue bonds may no longer be issued on a
tax-exempt basis for certain previously permissible purposes, including sports
and pollution control facilities.

Participation Interests. The Tax-Free Funds may purchase from financial
institutions participation interests in Municipal Securities, such as industrial
development bonds and municipal lease/purchase agreements. A participation
interest gives a Fund an undivided interest in a Municipal Security in the
proportion that the Fund's participation interest bears to the total principal
amount of the Municipal Security. These instruments may have fixed, floating or
variable rates of interest. If the participation interest is unrated, it will

B-15

<PAGE>

be backed by an irrevocable letter of credit or guarantee of a bank that the
Board of Trustees has approved as meeting the Board's standards, or,
alternatively, the payment obligation will be collateralized by U.S. Government
securities

For certain participation interests, these Funds will have the right to
demand payment, on not more than seven days' notice, for all or any part of
their participation interest in a Municipal Security, plus accrued interest. As
to these instruments, these Funds intend to exercise their right to demand
payment only upon a default under the terms of the Municipal Securities, as
needed to provide liquidity to meet redemptions, or to maintain or improve the
quality of their investment portfolios. The California Intermediate Bond Fund
will not invest more than 15% of its total assets and the California Money Fund
will not invest more than 10% of its total assets in participation interests
that do not have this demand feature, and in other illiquid securities.

Some participation interests are subject to a "nonappropriation" or
"abatement" feature by which, under certain conditions, the issuer of the
underlying Municipal Security may, without penalty, terminate its obligation to
make payment. In such event, the holder of such security must look to the
underlying collateral, which is often a municipal facility used by the issuer.

Custodial Receipts. The Tax-Free Funds may purchase custodial receipts
representing the right to receive certain future principal and interest payments
on Municipal Securities that underlie the custodial receipts. A number of
different arrangements are possible. In the most common custodial receipt
arrangement, an issuer or a third party owning the Municipal Securities deposits
such obligations with a custodian in exchange for two classes of custodial
receipts with different characteristics. In each case, however, payments on the
two classes are based on payments received on the underlying Municipal
Securities. One class has the characteristics of a typical auction-rate
security, having its interest rate adjusted at specified intervals, and its
ownership changes based on an auction mechanism. The interest rate of this class
generally is expected to be below the coupon rate of the underlying Municipal
Securities and generally is at a level comparable to that of a Municipal
Security of similar quality and having a maturity equal to the period between
interest rate adjustments. The second class bears interest at a rate that
exceeds the interest rate typically borne by a security of comparable quality
and maturity; this rate also is adjusted, although inversely to changes in the
rate of interest of the first class. If the interest rate on the first class
exceeds the coupon rate of the underlying Municipal Securities, its interest
rate will exceed the rate paid on the second class. In no event will the
aggregate interest paid with respect to the two classes exceed the interest paid
by the underlying Municipal Securities. The value of the second class and
similar securities should be expected to fluctuate more than the value of a
Municipal Security of comparable quality and maturity and their purchase by one
of these Funds should increase the volatility of its net asset value and, thus,
its price per share. These custodial receipts are sold in private placements and
are subject to these Funds' limitation with respect to illiquid investments. The
Tax-Free Funds also may purchase directly from issuers, and not in a private
placement, Municipal Securities having the same characteristics as the custodial
receipts.

Tender Option Bonds. The Tax-Free Funds may purchase tender option
bonds and similar securities. A tender option bond is a Municipal Security,
generally held pursuant to a custodial arrangement, having a relatively long
maturity and bearing interest at a fixed rate substantially higher than
prevailing short-term tax-exempt rates, coupled with an agreement of a third
party, such as a bank, broker-dealer or other financial institution, granting
the security holders the option, at periodic intervals, to tender their
securities to the institution and receive their face value. As consideration for
providing the option, the financial institution

B-16

<PAGE>

receives periodic fees equal to the difference between the Municipal Security's
fixed coupon rate and the rate, as determined by a remarketing or similar agent
at or near the commencement of such period, that would cause the securities,
coupled with the tender option, to trade at par on the date of such
determination. Thus, after payment of this fee, the security holder effectively
holds a demand obligation that bears interest at the prevailing short-term
tax-exempt rate. The Manager, on behalf of a Tax-Free Fund, considers on a
periodic basis the creditworthiness of the issuer of the underlying Municipal
Security, of any custodian and of the third party provider of the tender option.
In certain instances and for certain tender option bonds, the option may be
terminable in the event of a default in payment of principal or interest on the
underlying Municipal Obligations and for other reasons. The California
Intermediate Bond Fund will not invest more than 15% of its total assets and the
California Money Fund more than 10% of its total assets in securities that are
illiquid (including tender option bonds with a tender feature that cannot be
exercised on not more than seven days' notice if there is no secondary market
available for these obligations).

Obligations with Puts Attached. The Tax-Free Funds may purchase
Municipal Securities together with the right to resell the securities to the
seller at an agreed-upon price or yield within a specified period prior to the
securities' maturity date. Although an obligation with a put attached is not a
put option in the usual sense, it is commonly known as a "put" and is also
referred to as a "stand-by commitment." These Funds will use such puts in
accordance with regulations issued by the Securities and Exchange Commission
("SEC"). In 1982, the Internal Revenue Service (the "IRS") issued a revenue
ruling to the effect that, under specified circumstances, a regulated investment
company would be the owner of tax-exempt municipal obligations acquired with a
put option. The IRS also has issued private letter rulings to certain taxpayers
(which do not serve as precedent for other taxpayers) to the effect that
tax-exempt interest received by a regulated investment company with respect to
such obligations will be tax-exempt in the hands of the company and may be
distributed to its shareholders as exempt-interest dividends. The last such
ruling was issued in 1983. The IRS subsequently announced that it will not
ordinarily issue advance ruling letters as to the identity of the true owner of
property in cases involving the sale of securities or participation interests
therein if the purchaser has the right to cause the securities, or the
participation interest therein, to be purchased by either the seller or a third
party. The Tax-Free Funds intend to take the position that they are the owners
of any municipal obligations acquired subject to a stand-by commitment or a
similar put right and that tax-exempt interest earned with respect to such
municipal obligations will be tax exempt in its hands. There is no assurance
that stand-by commitments will be available to these Funds nor have they assumed
that such commitments would continue to be available under all market
conditions. There may be other types of municipal securities that become
available and are similar to the foregoing described Municipal Securities in
which these Funds may invest.

Zero Coupon Bonds. The Fixed-Income and Money Market Funds may invest
in zero coupon securities, which are debt securities issued or sold at a
discount from their face value and do not entitle the holder to any periodic
payment of interest prior to maturity, a specified redemption date or a cash
payment date. The amount of the discount varies depending on the time remaining
until maturity or cash payment date, prevailing interest rates, liquidity of the
security and perceived credit quality of the issuer. Zero coupon securities also
may take the form of debt securities that have been stripped of their unmatured
interest coupons, the coupons themselves and receipts or certificates
representing interests in such stripped debt obligations and coupons. The market
prices of zero coupon securities are generally more volatile than the market
prices of interest-bearing securities and respond more to changes in interest
rates than interest-bearing securities with similar maturities and credit
qualities. The original issue discount on the zero coupon bonds must be included
ratably in the income of the Fixed-Income and Money Market Funds as the income
accrues even though payment has not been received.

B-17

<PAGE>

These Funds nevertheless intend to distribute an amount of cash equal to the
currently accrued original issue discount, and this may require liquidating
securities at times they might not otherwise do so and may result in capital
loss.

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

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

Risk Factors/Special Considerations Relating to Debt Securities

The International and Global Equity Funds may invest in debt securities
that are rated below BBB by S&P, Baa by Moody's or BBB by Fitch, or, if unrated,
are deemed to be of equivalent investment quality by the Manager. As an
operating policy, which may be changed by the Board of Trustees without
shareholder approval, a Fund will invest no more than 5% of its assets in debt
securities rated below Baa by Moody's or BBB by S&P, or, if unrated, of
equivalent investment quality as determined by the Manager. The market value of
debt securities generally varies in response to changes in interest rates and
the financial condition of each issuer. During periods of declining interest
rates, the value of debt securities generally increases. Conversely, during
periods of rising interest rates, the value of such securities generally
declines. The net asset value of a Fund will reflect these changes in market
value.

Bonds rated C by Moody's are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing. Bonds rated C by S&P are obligations on
which no interest is being paid. Bonds rated below BBB or Baa are often referred
to as "junk bonds."

Although such bonds may offer higher yields than higher-rated
securities, low-rated debt securities generally involve greater price volatility
and risk of principal and income loss, including the possibility of default by,
or bankruptcy of, the issuers of the securities. In addition, the markets in
which low-rated debt securities are traded are more limited than those for
higher-rated securities. The existence of limited markets for particular
securities may diminish the ability of a Fund to sell the securities at fair
value either to meet redemption requests or to respond to changes in the economy
or financial markets and could adversely affect, and cause fluctuations in, the
per-share net asset value of that Fund.

B-18

<PAGE>

Adverse publicity and investor perceptions, whether or not based on
fundamental analysis, may decrease the values and liquidity of low-rated debt
securities, especially in a thinly traded market. Analysis of the
creditworthiness of issuers of low-rated debt securities may be more complex
than for issuers of higher-rated securities, and the ability of a Fund to
achieve its investment objectives may, to the extent it invests in low-rated
debt securities, be more dependent upon such credit analysis than would be the
case if that Fund invested in higher-rated debt securities.

Low-rated debt securities may be more susceptible to real or perceived
adverse economic and competitive industry conditions than investment-grade
securities. The prices of low-rated debt securities have been found to be less
sensitive to interest rate changes than higher-rated debt securities but more
sensitive to adverse economic downturns or individual corporate developments. A
projection of an economic downturn or of a period of rising interest rates, for
example, could cause a sharper decline in the prices of low-rated debt
securities because the advent of a recession could lessen the ability of a
highly leveraged company to make principal and interest payments on its debt
securities. If the issuer of low-rated debt securities defaults, a Fund may
incur additional expenses to seek financial recovery. The low-rated bond market
is relatively new, and many of the outstanding low-rated bonds have not endured
a major business downturn.

Hedging and Risk Management Practices

The International and Global Equity Funds and Total Return Fund
typically will not hedge against the foreign currency exchange risks associated
with their investments in foreign securities. Consequently, these Funds will be
very sensitive to any changes in exchange rates for the currencies in which
their foreign investments are denominated or linked. These Funds may enter into
forward foreign currency exchange contracts ("forward contracts") and foreign
currency futures contracts, as well as purchase put or call options on foreign
currencies, as described below, in connection with making an investment or, on
rare occasions, to hedge against expected adverse currency exchange rate
changes. Despite their very limited use, the Funds may enter into hedging
transactions when, in fact, it is inopportune to do so and, conversely, when it
is more opportune to enter into hedging transactions the Funds might not enter
into such transactions. Such inopportune timing of utilization of hedging
practices could result in substantial losses to the Funds.

The Funds also may conduct their foreign currency exchange transactions
on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency
exchange market.

The Funds (except the Money Market Funds) also may purchase other types
of options and futures and may write covered options.

Forward Contracts. A forward contract, which is individually negotiated
and privately traded by currency traders and their customers, involves an
obligation to purchase or sell a specific currency for an agreed-upon price at a
future date.

A Fund may enter into a forward contract, for example, when it enters
into a contract for the purchase or sale of a security denominated in a foreign
currency or is expecting a dividend or interest payment in order to "lock in"
the U.S. dollar price of a security, dividend or interest payment. When a Fund
believes that a foreign currency may suffer a substantial decline against the
U.S. dollar, it may enter into a forward contract to sell an amount of that
foreign currency approximating the value of some or all of that Fund's portfolio
securities

B-19

<PAGE>

denominated in such currency, or when a Fund believes that the U.S. dollar may
suffer a substantial decline against a foreign currency, it may enter into a
forward contract to buy that currency for a fixed dollar amount.

In connection with a Fund's forward contract transactions, an amount of
the Fund's assets equal to the amount of its commitments will be held aside or
segregated to be used to pay for the commitments. Accordingly, a Fund always
will have cash, cash equivalents or liquid equity or debt securities denominated
in the appropriate currency available in an amount sufficient to cover any
commitments under these contracts. Segregated assets used to cover forward
contracts will be marked to market on a daily basis. While these contracts are
not presently regulated by the Commodity Futures Trading Commission ("CFTC"),
the CFTC may in the future regulate them, and the ability of a Fund to utilize
forward contracts may be restricted. Forward contracts may limit potential gain
from a positive change in the relationship between the U.S. dollar and foreign
currencies. Unanticipated changes in currency prices may result in poorer
overall performance by a Fund than if it had not entered into such contracts. A
Fund generally will not enter into a forward foreign currency exchange contract
with a term greater than one year.

Futures Contracts and Options on Futures Contracts. Except to the
extent used by the Global Long-Short Fund, the Funds typically will not hedge
against movements in interest rates, securities prices or currency exchange
rates. The Funds (except the Money Market Funds) may still occasionally purchase
and sell various kinds of futures contracts and options on futures contracts.
These Funds also may enter into closing purchase and sale transactions with
respect to any such contracts and options. Futures contracts may be based on
various securities (such as U.S. government securities), securities indices,
foreign currencies and other financial instruments and indices.

The Trusts have filed a notice of eligibility for exclusion from the
definition of the term "commodity pool operator" with the CFTC and the National
Futures Association, which regulate trading in the futures markets. Pursuant to
Section 4.5 of the regulations under the Commodity Exchange Act, the notice of
eligibility included the representation that these Funds will use futures
contracts and related options for bona fide hedging purposes within the meaning
of CFTC regulations, provided that a Fund may hold positions in futures
contracts and related options that do not fall within the definition of bona
fide hedging transactions if the aggregate initial margin and premiums required
to establish such positions will not exceed 5% of that Fund's net assets (after
taking into account unrealized profits and unrealized losses on any such
positions) and that in the case of an option that is in-the-money at the time of
purchase, the in-the-money amount may be excluded from such 5%.

The Funds (other than the Money Market Funds) will attempt to determine
whether the price fluctuations in the futures contracts and options on futures
used for hedging purposes are substantially related to price fluctuations in
securities held by these Funds or which they expect to purchase. When used,
these Funds' futures transactions (except for the Global Long-Short Fund's
transactions) generally will be entered into only for traditional hedging
purposes--i.e., futures contracts will be sold to protect against a decline in
the price of securities or currencies and will be purchased to protect a Fund
against an increase in the price of securities it intends to purchase (or the
currencies in which they are denominated). All futures contracts entered into by
these Funds are traded on U.S. exchanges or boards of trade licensed and
regulated by the CFTC or on foreign exchanges.

B-20

<PAGE>

or take delivery of the underlying securities or currencies whenever it appears
economically advantageous. A clearing corporation associated with the exchange
on which futures on securities or currencies are traded guarantees that, if
still open, the sale or purchase will be performed on the settlement date.

By using futures contracts to hedge their positions, these Funds seek
to establish more certainty than would otherwise be possible with respect to the
effective price, rate of return or currency exchange rate on portfolio
securities or securities that these Funds propose to acquire. For example, when
interest rates are rising or securities prices are falling, a Fund can seek,
through the sale of futures contracts, to offset a decline in the value of its
current portfolio securities. When rates are falling or prices are rising, a
Fund, through the purchase of futures contracts, can attempt to secure better
rates or prices than might later be available in the market with respect to
anticipated purchases. Similarly, a Fund can sell futures contracts on a
specified currency to protect against a decline in the value of such currency
and its portfolio securities which are denominated in such currency. A Fund can
purchase futures contracts on a foreign currency to fix the price in U.S.
dollars of a security denominated in such currency that Fund has acquired or
expects to acquire.

As part of its hedging strategy, a Fund also may enter into other types
of financial futures contracts if, in the opinion of the Manager, there is a
sufficient degree of correlation between price trends for that Fund's portfolio
securities and such futures contracts. Although under some circumstances prices
of securities in a Fund's portfolio may be more or less volatile than prices of
such futures contracts, the Manager will attempt to estimate the extent of this
difference in volatility based on historical patterns and to compensate for it
by having that Fund enter into a greater or lesser number of futures contracts
or by attempting to achieve only a partial hedge against price changes affecting
that Fund's securities portfolio. When hedging of this character is successful,
any depreciation in the value of portfolio securities can be substantially
offset by appreciation in the value of the futures position. However, any
unanticipated appreciation in the value of a Fund's portfolio securities could
be offset substantially by a decline in the value of the futures position.

The acquisition of put and call options on futures contracts gives a
Fund the right (but not the obligation), for a specified price, to sell or
purchase the underlying futures contract at any time during the option period.
Purchasing an option on a futures contract gives a Fund the benefit of the
futures position if prices move in a favorable direction, and limits its risk of
loss, in the event of an unfavorable price movement, to the loss of the premium
and transaction costs.

A Fund may terminate its position in an option contract by selling an
offsetting option on the same series. There is no guarantee that such a closing
transaction can be effected. A Fund's ability to establish and close out
positions on such options is dependent upon a liquid market.

Loss from investing in futures transactions by a Fund is potentially
unlimited.

A Fund will engage in transactions in futures contracts and related
options only to the extent such transactions are consistent with the
requirements of the Internal Revenue Code of 1986, as amended, for maintaining
its qualification as a regulated investment company for federal income tax
purposes.

Options on Securities, Securities Indices and Currencies. Each Fund
(other than the Money Market Funds) may purchase put and call options on
securities in which it has invested, on foreign currencies represented in its
portfolios and on any securities index based in whole or in part on securities
in which that

B-21

<PAGE>

Fund may invest. A Fund also may enter into closing sales transactions in order
to realize gains or minimize losses on options they have purchased.

A Fund normally will purchase call options in anticipation of an
increase in the market value of securities of the type in which it may invest or
a positive change in the currency in which such securities are denominated. The
purchase of a call option would entitle a Fund, in return for the premium paid,
to purchase specified securities or a specified amount of a foreign currency at
a specified price during the option period.

A Fund may purchase and sell options traded on U.S. and foreign
exchanges. Although a Fund will generally purchase only those options for which
there appears to be an active secondary market, there can be no assurance that a
liquid secondary market on an exchange will exist for any particular option or
at any particular time. For some options, no secondary market on an exchange may
exist. In such event, it might not be possible to effect closing transactions in
particular options, with the result that a Fund would have to exercise its
options in order to realize any profit and would incur transaction costs upon
the purchase or sale of the underlying securities.

Secondary markets on an exchange may not exist or may not be liquid for
a variety of reasons including: (i) insufficient trading interest in certain
options; (ii) restrictions on opening transactions or closing transactions
imposed by an exchange; (iii) trading halts, suspensions or other restrictions
may be imposed with respect to particular classes or series of options; (iv)
unusual or unforeseen circumstances which interrupt normal operations on an
exchange; (v) inadequate facilities of an exchange or the Options Clearing
Corporation to handle current trading volume at all times; or (vi)
discontinuance in the future by one or more exchanges for economic or other
reasons, of trading of options (or of a particular class or series of options),
in which event the secondary market on that exchange (or in that class or series
of options) would cease to exist, although outstanding options on that exchange
that had been issued by the Options Clearing Corporation as a result of trades
on that exchange would continue to be exercisable in accordance with their
terms.

Although the Funds do not (with the exception of the Global Long-Short
Fund) currently intend to do so, they may, in the future, write (i.e., sell)
covered put and call options on securities, securities indices and currencies in
which they may invest. A covered call option involves a Fund's giving another
party, in return for a premium, the right to buy specified securities owned by
that Fund at a specified future date and price set at the time of the contract.
A covered call option serves as a partial hedge against a price decline of the
underlying security. However, by writing a covered call option, a Fund gives up
the opportunity, while the option is in effect, to realize gain from any price
increase (above the option exercise price) in the underlying security. In
addition, a Fund's ability to sell the underlying security is limited while the
option is in effect unless that Fund effects a closing purchase transaction.

Each Fund also may write covered put options that give the holder of
the option the right to sell the underlying security to the Fund at the stated
exercise price. A Fund will receive a premium for writing a put option but will
be obligated for as long as the option is outstanding to purchase the underlying
security at a price that may be higher than the market value of that security at
the time of exercise. In order to "cover" put options it has written, a Fund
will cause its custodian to segregate cash, cash equivalents, U.S. Government
securities or other liquid equity or debt securities with at least the value of
the exercise price of the put options. A Fund will not write put options if the
aggregate value of the obligations underlying the put options exceeds 25% of
that Fund's total assets.

B-22

<PAGE>

The Global Long-Short Fund may write options that are not covered by
portfolio securities. This is regarded as a speculative investment technique
that could expose the Fund to substantial losses. The Global Long-Short Fund
will designate liquid securities in the amount of its potential obligation under
uncovered options, and increase or decrease the amount of designated assets
daily based on the amount of the then-current obligation under the option. This
designation of liquid assets will not eliminate the risk of loss from writing
the option but it will ensure that the Global Long-Short Fund can satisfy its
obligations under the option.

There is no assurance that higher than anticipated trading activity or
other unforeseen events might not, at times, render certain of the facilities of
the Options Clearing Corporation inadequate, and result in the institution by an
exchange of special procedures that may interfere with the timely execution of
the Funds' orders.

Leaps and Bounds. Subject to the limitation that no more than 25% of
its assets be invested in options, each of the Global Long-Short Fund and the
Emerging Markets 20 Portfolio may invest in long-term, exchange-traded equity
options called Long-term Equity Anticipation Securities ("LEAPS") and Buy-Write
Options Unitary Derivatives ("BOUNDS"). LEAPS provide a holder the opportunity
to participate in the underlying securities' appreciation in excess of a fixed
dollar amount, and BOUNDS provide a holder the opportunity to retain dividends
on the underlying securities while potentially participating in the underlying
securities' capital appreciation up to a fixed dollar amount.

Equity-Linked Derivatives--SPDRs, WEBS, DIAMONDS and OPALS. Each Fund
may invest in Standard & Poor's ("S&P") Depository Receipts ("SPDRs") and S&P's
MidCap 400 Depository Receipts ("MidCap SPDRs"), World Equity Benchmark Series
("WEBS"), Dow Jones Industrial Average instruments ("DIAMONDS") and baskets of
Country Securities ("OPALS"). Each of these instruments are derivative
securities whose value follows a well-known securities index or baskets of
securities.

SPDRs and MidCap SPDRs are designed to follow the performance of S&P
500 Index and the S&P MidCap 400 Index, respectively. WEBS are currently
available in 17 varieties, each designed to follow the performance of a
different Morgan Stanley Capital International country index. DIAMONDS are
designed to follow the performance of the Dow Jones Industrial Average which
tracks the composite stock performance of 30 major U.S. companies in a diverse
range of industries.

OPALS track the performance of adjustable baskets of stocks owned by
Morgan Stanley Capital (Luxembourg) S.A. (the "Counterparty") until a specified
maturity date. Holders of OPALS will receive semi-annual distributions
corresponding to dividends received on shares contained in the underlying basket
of stocks and certain amounts, net of expenses. On the maturity date of the
OPALS, the holders will receive the physical securities comprising the
underlying baskets. Opals, like many of these types of instruments, represent an
unsecured obligation and therefore carry with them the risk that the
Counterparty will default.

Because the prices of SPDRs, MidCap SPDRs, WEBS, DIAMONDS and OPALS are
correlated to diversified portfolios, they are subject to the risk that the
general level of stock prices may decline or that the underlying indices
decline. In addition, because SPDRs, MidCap SPDRs, WEBS, DIAMONDS and OPALS will
continue to be traded even when trading is halted in component stocks of the
underlying indices, price quotations for these securities may, at times, be
based upon non-current price information with respect to some of even all of the
stocks in the underlying indices. In addition to the risks disclosed in "Foreign
Securities"

B-23

<PAGE>

below, because WEBS mirror the performance of a single country index, a economic
downturn in a single country could significantly adversely affect the price of
the WEBS for that country.

Other Investment Practices

Repurchase Agreements. Each Fund may enter into repurchase agreements.
A Fund's repurchase agreements will generally involve a short-term investment in
a U.S. Government security or other high-grade liquid debt security, with the
seller of the underlying security agreeing to repurchase it at a mutually
agreed-upon time and price. The repurchase price is generally higher than the
purchase price, the difference being interest income to that Fund.
Alternatively, the purchase and repurchase prices may be the same, with interest
at a stated rate due to a Fund together with the repurchase price on the date of
repurchase. In either case, the income to a Fund is unrelated to the interest
rate on the underlying security.

Under each repurchase agreement, the seller is required to maintain the
value of the securities subject to the repurchase agreement at not less than
their repurchase price. The Manager, acting under the supervision of the Boards,
reviews on a periodic basis the suitability and creditworthiness, and the value
of the collateral, of those sellers with whom the Funds enter into repurchase
agreements to evaluate potential risk. All repurchase agreements will be made
pursuant to procedures adopted and regularly reviewed by the Boards.

The Funds generally will enter into repurchase agreements of short
maturities, from overnight to one week, although the underlying securities will
generally have longer maturities. The Funds regard repurchase agreements with
maturities in excess of seven days as illiquid. A Fund may not invest more than
15% (10% in the case of the Money Market Funds) of the value of its net assets
in illiquid securities, including repurchase agreements with maturities greater
than seven days.

For purposes of the Investment Company Act, a repurchase agreement is
deemed to be a collateralized loan from a Fund to the seller of the security
subject to the repurchase agreement. It is not clear whether a court would
consider the security acquired by a Fund subject to a repurchase agreement as
being owned by that Fund or as being collateral for a loan by that Fund to the
seller. If bankruptcy or insolvency proceedings are commenced with respect to
the seller of the security before its repurchase, a Fund may encounter delays
and incur costs before being able to sell the security. Delays may involve loss
of interest or a decline in price of the security. If a court characterizes such
a transaction as a loan and a Fund has not perfected a security interest in the
security, that Fund may be required to return the security to the seller's
estate and be treated as an unsecured creditor. As such, a Fund would be at risk
of losing some or all of the principal and income involved in the transaction.
As with any unsecured debt instrument purchased for a Fund, the Manager seeks to
minimize the risk of loss through repurchase agreements by analyzing the
creditworthiness of the seller of the security.

Apart from the risk of bankruptcy or insolvency proceedings, a Fund
also runs the risk that the seller may fail to repurchase the security. However,
each Fund always requires collateral for any repurchase agreement to which it is
a party in the form of securities acceptable to it, the market value of which is
equal to at least 100% of the amount invested by the Fund plus accrued interest,
and each Fund makes payment against such securities only upon physical delivery
or evidence of book entry transfer to the account of its custodian bank. If the
market value of the security subject to the repurchase agreement becomes less
than the repurchase price (including interest), a Fund, pursuant to its
repurchase agreement, may require the seller of the security to deliver
additional securities so that the market value of all securities subject to the
repurchase agreement equals or exceeds the repurchase price (including interest)
at all times.

B-24

<PAGE>

The Funds may participate in one or more joint accounts with each other
and other series of the Trusts that invest in repurchase agreements
collateralized, subject to their investment policies, either by (i) obligations
issued or guaranteed as to principal and interest by the U.S. Government or by
one of its agencies or instrumentalities, or (ii) privately issued
mortgage-related securities that are in turn collateralized by securities issued
by GNMA, FNMA or FHLMC, and are rated in the highest rating category by a
nationally recognized statistical rating organization, or, if unrated, are
deemed by the Manager to be of comparable quality using objective criteria. Any
such repurchase agreement will have, with rare exceptions, an overnight,
over-the-weekend or over-the-holiday duration, and in no event have a duration
of more than seven days.

Reverse Repurchase Agreements. The U.S. Equity, International and
Global Equity, Short, Government Money and Tax- Free Funds may enter into
reverse repurchase agreements. A Fund typically will invest the proceeds of a
reverse repurchase agreement in money market instruments or repurchase
agreements maturing not later than the expiration of the reverse repurchase
agreement. This use of proceeds involves leverage, and a Fund will enter into a
reverse repurchase agreement for leverage purposes only when the Manager
believes that the interest income to be earned from the investment of the
proceeds would be greater than the interest expense of the transaction. A Fund
also may use the proceeds of reverse repurchase agreements to provide liquidity
to meet redemption requests when sale of the Fund's securities is
disadvantageous.

The Funds cause their custodian to segregate liquid assets, such as
cash, U.S. Government securities or other liquid equity or debt securities equal
in value to their obligations (including accrued interest) with respect to
reverse repurchase agreements. Such assets are marked to market daily to ensure
that full collateralization is maintained.

Dollar Roll Transactions. The Total Return Bond Fund and the Government
Money Fund may enter into dollar roll transactions. A dollar roll transaction
involves a sale by a Fund of a security to a financial institution concurrently
with an agreement by that Fund to purchase a similar security from the
institution at a later date at an agreed-upon price. The securities that are
repurchased will bear the same interest rate as those sold, but generally will
be collateralized by different pools of mortgages with different prepayment
histories than those sold. During the period between the sale and repurchase, a
Fund will not be entitled to receive interest and principal payments on the
securities sold. Proceeds of the sale will be invested in additional portfolio
securities of that Fund, and the income from these investments, together with
any additional fee income received on the sale, may or may not generate income
for that Fund exceeding the yield on the securities sold.

At the time a Fund enters into a dollar roll transaction, it causes its
custodian to segregate liquid assets such as cash, U.S. Government securities or
other liquid equity or debt securities having a value equal to the purchase
price for the similar security (including accrued interest) and subsequently
marks the assets to market daily to ensure that full collateralization is
maintained.

Lending of Portfolio Securities. A Fund may lend its portfolio
securities in order to generate additional income. Such loans may be made to
broker-dealers or other financial institutions whose creditworthiness is
acceptable to the Manager. These loans would be required to be secured
continuously by collateral, including cash, cash equivalents, irrevocable
letters of credit, U.S. Government securities, or other high-grade liquid debt
securities, maintained on a current basis (i.e., marked to market daily) at an
amount at least equal to 100% of the market value of the securities loaned plus
accrued interest. A Fund may pay reasonable administrative and custodial fees in
connection with a loan and may pay a negotiated portion of the income earned on
the cash to the borrower or placing broker. Loans are subject to termination at
the option of a Fund or the borrower at any

B-25

<PAGE>

time. Upon such termination, that Fund is entitled to obtain the return of the
securities loaned within five business days.

For the duration of the loan, a Fund will continue to receive the
equivalent of the interest or dividends paid by the issuer on the securities
loaned, will receive proceeds from the investment of the collateral and will
continue to retain any voting rights with respect to those securities. As with
other extensions of credit, there are risks of delay in recovery or even losses
of rights in the securities loaned should the borrower of the securities fail
financially. However, the loans will be made only to borrowers deemed by the
Manager to be creditworthy, and when, in the judgment of the Manager, the income
which can be earned currently from such loans justifies the attendant risk.

Such loans of securities are collateralized with collateral assets in
an amount at least equal to the current value of the loaned securities, plus
accrued interest. There is a risk of delay in receiving collateral or recovering
the securities loaned or even a loss of rights in the collateral should the
borrower failed financially.

Leverage. Each of the Global Long-Short Fund and the Emerging Markets
20 Portfolio may leverage its portfolio in an effort to increase the total
return. Although leverage creates an opportunity for increased income and gain,
it also creates special risk considerations. For example, leveraging may magnify
changes in the net asset value of a Fund's shares and in the yield on its
portfolio. Although the principal of such borrowings will be fixed, a Fund's
assets may change in value whole the borrowing is outstanding. Leveraging
creates interest expenses that can exceed the income from the assets retained.

When-Issued and Forward Commitment Securities. The Funds may purchase
securities on a "when-issued" basis and may purchase or sell securities on a
"forward commitment" or "delayed delivery" basis. The price of such securities
is fixed at the time the commitment to purchase or sell is made, but delivery
and payment for the securities take place at a later date. Normally, the
settlement date occurs within one month of the purchase; during the period
between purchase and settlement, no payment is made by a Fund to the issuer.
While the Funds reserve the right to sell when-issued or delayed delivery
securities prior to the settlement date, the Funds intend to purchase such
securities with the purpose of actually acquiring them unless a sale appears
desirable for investment reasons. At the time a Fund makes a commitment to
purchase a security on a when-issued or delayed delivery basis, it will record
the transaction and reflect the value of the security in determining its net
asset value. The market value of the when-issued securities may be more or less
than the settlement price. The Funds do not believe that their net asset values
will be adversely affected by their purchase of securities on a when-issued or
delayed delivery basis. The Funds cause their custodian to segregate cash, U.S.
government securities or other liquid equity or debt securities with a value
equal in value to commitments for when-issued or delayed delivery securities.
The segregated securities either will mature or, if necessary, be sold on or
before the settlement date. To the extent that assets of a Fund are held in cash
pending the settlement of a purchase of securities, that Fund will earn no
income on these assets.

The Funds may seek to hedge investments or to realize additional gains
through forward commitments to sell high-grade liquid debt securities it does
not own at the time it enters into the commitments. Such forward commitments
effectively constitute a form of short sale. To complete such a transaction, the
Fund must obtain the security which it has made a commitment to deliver. If the
Fund does not have cash available to purchase the security it is obligated to
deliver, it may be required to liquidate securities in its portfolio at either a
gain or a loss, or borrow cash under a reverse repurchase or other short-term
arrangement, thus incurring an additional expense. In addition, the Fund may
incur a loss as a result of this type of forward commitment if the price of the

B-26

<PAGE>

security increases between the date the Fund enters into the forward commitment
and the date on which it must purchase the security it is committed to deliver.
The Fund will realize a gain from this type of forward commitment if the
security declines in price between those dates. The amount of any gain will be
reduced, and the amount of any loss increased, by the amount of the interest or
other transaction expenses the Fund may be required to pay in connection with
this type of forward commitment. Whenever this Fund engages in this type of
transaction, it will segregate assets as discussed above.

Illiquid Securities. A Fund may invest up to 15% (10% for the Money
Market Funds) of its net assets in illiquid securities. The term "illiquid
securities" for this purpose means securities that cannot be disposed of within
seven days in the ordinary course of business at approximately the amount at
which a Fund has valued the securities and includes, among others, repurchase
agreements maturing in more than seven days, certain restricted securities and
securities that are otherwise not freely transferable. Illiquid securities also
include shares of an investment company held by a Fund in excess of 1% of the
total outstanding shares of that investment company. Restricted securities may
be sold only in privately negotiated transactions or in public offerings with
respect to which a registration statement is in effect under the Securities Act
of 1933, as amended ("1933 Act"). Illiquid securities acquired by a Fund may
include those that are subject to restrictions on transferability contained in
the securities laws of other countries. Securities that are freely marketable in
the country where they are principally traded, but that would not be freely
marketable in the United States, will not be considered illiquid. Where
registration is required, a Fund may be obligated to pay all or part of the
registration expenses and a considerable period may elapse between the time of
the decision to sell and the time that Fund may be permitted to sell a security
under an effective registration statement. If, during such a period, adverse
market conditions were to develop, that Fund might obtain a less favorable price
than prevailed when it decided to sell.

In recent years a large institutional market has developed for certain
securities that are not registered under the 1933 Act, including securities sold
in private placements, repurchase agreements, commercial paper, foreign
securities and corporate bonds and notes. These instruments often are restricted
securities because the securities are sold in transactions not requiring
registration. Institutional investors generally will not seek to sell these
instruments to the general public, but instead will often depend either on an
efficient institutional market in which such unregistered securities can be
resold readily or on an issuer's ability to honor a demand for repayment.
Therefore, the fact that there are contractual or legal restrictions on resale
to the general public or certain institutions is not determinative of the
liquidity of such investments.

Rule 144A under the 1933 Act establishes a safe harbor from the
registration requirements of the 1933 Act for resales of certain securities to
qualified institutional buyers. Institutional markets for restricted securities
sold pursuant to Rule 144A in many cases provide both readily ascertainable
values for restricted securities and the ability to liquidate an investment to
satisfy share redemption orders. Such markets might include automated systems
for the trading, clearance and settlement of unregistered securities of domestic
and foreign issuers, such as the PORTAL System sponsored by the National
Association of Securities Dealers, Inc. An insufficient number of qualified
buyers interested in purchasing Rule 144A-eligible restricted securities,
however, could adversely affect the marketability of such portfolio securities
and result in a Fund's inability to dispose of such securities promptly or at
favorable prices.

The Boards have delegated the function of making day-to-day
determinations of liquidity to the Manager pursuant to guidelines approved by
the Boards. The Manager takes into account a number of factors in

B-27

<PAGE>

reaching liquidity decisions, including, but not limited to: (i) the frequency
of trades for the security, (ii) the number of dealers that quote prices for the
security, (iii) the number of dealers that have undertaken to make a market in
the security, (iv) the number of other potential purchasers, and (v) the nature
of the security and how trading is effected (e.g., the time needed to sell the
security, how bids are solicited and the mechanics of transfer). The Manager
monitors the liquidity of restricted securities in the Funds' portfolios and
reports periodically on such decisions to the Boards.

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

Portfolio securities are sold whenever the Manager believes it
appropriate, regardless of how long the securities have been held. The Manager
therefore changes the Fund's investments whenever it believes doing so will
further the Fund's investment objectives or when it appears that a position of
the desired size cannot be accumulated. Portfolio turnover generally involves
some expenses to the Fund, including brokerage commissions, dealer markups, and
other transaction costs and may result in the recognition of gains that may be
distributed to shareholders. Portfolio turnover in excess of 100% is considered
high and increases such costs. Even when portfolio turnover exceeds 100%,
however, the Fund does not regard portfolio turnover as a limiting factor.

RISK FACTORS

The following describes certain risks involved with investing in the
Funds in addition to those described in the prospectus or elsewhere in this
Statement of Additional Information. Investors in the U.S. Asset Allocation Fund
should note the risks involved with each Underlying Fund, because the U.S. Asset
Allocation Fund is a "fund-of-funds."

Foreign Securities

The U.S. Equity Funds and International and Global Equity Funds may
purchase securities in foreign countries. Accordingly, shareholders should
consider carefully the substantial risks involved in investing in securities
issued by companies and governments of foreign nations, which are in addition to
the usual risks inherent in domestic investments. Foreign investments involve
the possibility of expropriation, nationalization or confiscatory taxation;
taxation of income earned in foreign nations (including, for example,
withholding taxes on interest and dividends) or other taxes imposed with respect
to investments in foreign nations; foreign exchange controls (which may include
suspension of the ability to transfer currency from a given country and
repatriation of investments); default in foreign government securities, and
political or social instability or diplomatic developments that could adversely
affect investments. In addition, there is often less publicly

B-28

<PAGE>

available information about foreign issuers than those in the United States.
Foreign companies are often not subject to uniform accounting, auditing and
financial reporting standards. Further, these Funds may encounter difficulties
in pursuing legal remedies or in obtaining judgments in foreign courts.

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

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

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

Emerging Market Countries

The International and Global Equity Funds, particularly the Emerging
Markets Fund, the Emerging Markets 20 Portfolio and the Emerging Asia Fund, may
invest in securities of companies domiciled in, and in markets of, so-called
"emerging market countries." These investments may be subject to potentially
higher risks than investments in developed countries. These risks include (i)
volatile social, political and economic conditions; (ii) the small current size
of the markets for such securities and the currently low or nonexistent

B-29

<PAGE>

volume of trading, which result in a lack of liquidity and in greater price
volatility; (iii) the existence of national policies which may restrict these
Funds' investment opportunities, including restrictions on investment in issuers
or industries deemed sensitive to national interests; (iv) foreign taxation; (v)
the absence of developed structures governing private or foreign investment or
allowing for judicial redress for injury to private property; (vi) the absence,
until recently in certain emerging market countries, of a capital market
structure or market-oriented economy; and (vii) the possibility that recent
favorable economic developments in certain emerging market countries may be
slowed or reversed by unanticipated political or social events in such
countries.

Exchange Rates and Policies

The Total Return Bond Fund and the International and Global Equity
Funds endeavor to buy and sell foreign currencies on favorable terms. Some price
spreads on currency exchange (to cover service charges) may be incurred,
particularly when these Funds change investments from one country to another or
when proceeds from the sale of shares in U.S. dollars are used for the purchase
of securities in foreign countries. Also, some countries may adopt policies
which would prevent these Funds from repatriating invested capital and
dividends, withhold portions of interest and dividends at the source, or impose
other taxes, with respect to these Funds' investments in securities of issuers
of that country. There also is the possibility of expropriation,
nationalization, confiscatory or other taxation, foreign exchange controls
(which may include suspension of the ability to transfer currency from a given
country), default in foreign government securities, political or social
instability, or diplomatic developments that could adversely affect investments
in securities of issuers in those nations.

These Funds may be affected either favorably or unfavorably by
fluctuations in the relative rates of exchange between the currencies of
different nations, exchange control regulations and indigenous economic and
political developments.

The Manager considers at least annually the likelihood of the
imposition by any foreign government of exchange control restrictions that would
affect the liquidity of the Funds' assets maintained with custodians in foreign
countries, as well as the degree of risk from political acts of foreign
governments to which such assets may be exposed. The Manager also considers the
degree of risk attendant to holding portfolio securities in domestic and foreign
securities depositories (see "Investment Management and Other Services").

Concentration in Communications Industry

The Global Communications Fund concentrates its investments in the
global communications industry. Consequently, the Fund's share value may be more
volatile than that of mutual funds not sharing this concentration. The value of
the Fund's shares may vary in response to factors affecting the global
communications industry, which may be subject to greater changes in governmental
policies and regulation than many other industries, and regulatory approval
requirements may materially affect the products and services. Because the Global
Communications Fund must satisfy certain diversification requirements in order
to maintain its qualification as a regulated investment company within the
meaning of the Internal Revenue Code, the Fund may not always be able to take
full advantage of opportunities to invest in certain communications companies.

Interest Rates

B-30

<PAGE>

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

Prepayments of principal of mortgage-related securities by mortgagors
or mortgage foreclosures affect the average life of the mortgage-related
securities in a Fund's portfolio. Mortgage prepayments are affected by the level
of interest rates and other factors, including general economic conditions and
the underlying location and age of the mortgage. In periods of rising interest
rates, the prepayment rate tends to decrease, lengthening the average life of a
pool of mortgage-related securities. In periods of falling interest rates, the
prepayment rate tends to increase, shortening the average life of a pool.
Because prepayments of principal generally occur when interest rates are
declining, it is likely that a Fixed-Income Fund and a Money Market Fund, to the
extent that it retains the same percentage of debt securities, may have to
reinvest the proceeds of prepayments at lower interest rates than those of its
previous investments. If this occurs, that Fund's yield will correspondingly
decline. Thus, mortgage-related securities may have less potential for capital
appreciation in periods of falling interest rates than other fixed-income
securities of comparable duration, although they may have a comparable risk of
decline in market value in periods of rising interest rates. To the extent that
a Fixed-Income and Money Market Fund purchases mortgage-related securities at a
premium, unscheduled prepayments, which are made at par, result in a loss equal
to any unamortized premium. Duration is one of the fundamental tools used by the
Manager in managing interest rate risks including prepayment risks.
Traditionally, a debt security's "term to maturity" characterizes a security's
sensitivity to changes in interest rates "Term to maturity," however, measures
only the time until a debt security provides its final payment, taking no
account of prematurity payments. Most debt securities provide interest
("coupon") payments in addition to a final ("par") payment at maturity, and some
securities have call provisions allowing the issuer to repay the instrument in
full before maturity date, each of which affect the security's response to
interest rate changes. "Duration" is considered a more precise measure of
interest rate risk than "term to maturity." Determining duration may involve the
Manager's estimates of future economic parameters, which may vary from actual
future values. Fixed-income securities with effective durations of three years
are more responsive to interest rate fluctuations than those with effective
durations of one year. For example, if interest rates rise by 1%, the value of
securities having an effective duration of three years will generally decrease
by approximately 3%.

Equity Swaps

The U.S. Equity and International and Global Equity Funds may invest in
equity swaps. Equity swaps allow the parties to exchange the dividend income or
other components of return on an equity investment (e.g., a group of equity
securities or an index) for a component of return on another non-equity or
equity investment. Equity swaps are derivatives, and their values can be very
volatile. To the extent that the Manager does not accurately analyze and predict
the potential relative fluctuation of the components swapped with another party,
a Fund may suffer a loss. The value of some components of an equity swap (like
the dividends on a common stock) may also be sensitive to changes in interest
rates. Furthermore, during the period a swap is outstanding, the Fund may suffer
a loss if the counterparty defaults.

Short Sales

Each of the Global Long-Short Fund and the Emerging Markets 20
Portfolio may effect short sales of securities. The International 20 Portfolio
and the Mid Cap 20 Portfolio do not expect to make significant use of short
sales, but the portfolio managers may, from time to time, engage in short sales
when believed to be

B-31

<PAGE>

appropriate. Short sales are transactions in which a Fund sells a security or
other asset which it does not own, in anticipation of a decline in the market
value of the security or other asset. A Fund will realize a profit or incur a
loss depending upon whether the price of the security sold short decreases or
increases in value between the date of the short sale and the date on which that
Fund must replace the borrowed security. Short sales are speculative investments
and involve special risks, including greater reliance on the Manager's
accurately anticipating the future value of a security. Short sales also may
result in a Fund's recognition of gain for certain portfolio securities.

Until a Fund replaces a borrowed security, it will instruct its
custodian to identify as unavailable for investment cash, U.S. government
securities, or other liquid debt or equity securities such that the amount so
identified plus any amount deposited with a broker or other custodian as
collateral will equal the current value of the security sold short and will not
be less than the value of the security at the time it was sold short. Depending
on arrangements made with the broker or custodian, a Fund may not receive any
payments (including interest) on collateral deposited with the broker or
custodian. The Emerging Markets 20 Portfolio will not make a short sale if,
after giving effect to the short sale, the market value of all securities sold
exceeds 25% of the value of the Fund's total assets.

Non-Diversified Portfolio

The California Intermediate Bond Fund, the International 20 Portfolio,
the Global 20 Portfolio and the Mid Cap 20 Portfolio are "non-diversified"
investment companies under the Investment Company Act. This means that, with
respect to 50% of each Fund's total assets, it may not invest more than 5% of
its total assets in the securities of any one issuer (other than the U.S.
government). The balance of its assets may be invested in as few as two issuers.
Thus, up to 25% of each Fund's total assets may be invested in the securities of
any one issuer. The investment return on a non-diversified portfolio, however,
typically is dependent upon the performance of a smaller number of issuers
relative to the number of issuers held in a diversified portfolio. If the
financial condition or market assessment of certain issuers changes, each Fund's
policy of acquiring large positions in the shares or obligations of a relatively
small number of issuers may affect the value of its portfolio to a greater
extent than if its portfolio were fully diversified.

For purposes of this limitation with respect to the California
Intermediate Bond Fund, a security is considered to be issued by the
governmental entity (or entities) the assets and revenues of which back the
security, or, with respect to an industrial development bond, that is backed
only by the assets and revenues of a non-governmental user, by such
non-governmental user. In certain circumstances, the guarantor of a guaranteed
security also may be considered to be an issuer in connection with such
guarantee. By investing in a portfolio of municipal securities, a shareholder in
the California Intermediate Bond Fund enjoys greater diversification than an
investor holding a single municipal security.

California Municipal Securities

The information set forth below is a general summary intended to give a
recent historical description. It is not a discussion of any specific factors
that may affect any particular issuer of California Municipal Securities. The
information is not intended to indicate continuing or future trends in the
condition, financial or otherwise, of California. Such information is derived
from official statements utilized in connection with securities offerings of the
State of California that have come to the attention of the Trusts and were
available

B-32

<PAGE>

prior to the date of this Statement of Additional Information. Such information
has not been independently verified by the California Intermediate Bond and
California Money Funds.

Because the California Intermediate Bond and California Money Funds
expect to invest substantially all of their assets in California Municipal
Securities, they will be susceptible to a number of complex factors affecting
the issuers of California Municipal Securities, including national and local
political, economic, social, environmental and regulatory policies and
conditions. These Funds cannot predict whether or to what extent such factors or
other factors may affect the issuers of California Municipal Securities, the
market value or marketability of such securities or the ability of the
respective issuers of such securities acquired by these Funds to pay interest
on, or principal of, such securities. The creditworthiness of obligations issued
by local California issuers may be unrelated to the creditworthiness of
obligations issued by the State of California, and there is no responsibility on
the part of the State of California to make payments on such local obligations.
There may be specific factors that are applicable in connection with investment
in the obligations of particular issuers located within California, and it is
possible these Funds will invest in obligations of particular issuers as to
which such specific factors are applicable.

The California economy and general financial condition affect the
ability of the State and local governments to raise and redistribute revenues to
assist issuers of municipal securities to make timely payments on their
obligations. California is the most populous state in the nation with a total
population estimated at 33.4 million. California has a diverse economy, with
major employment in the agriculture, manufacturing, high technology, services,
trade, entertainment and construction sectors. After experiencing strong growth
throughout much of the 1980s, from 1990-1993 the State suffered through a severe
recession, the worst since the 1930's, heavily influenced by large cutbacks in
defense/aerospace industries, military base closures and a major drop in real
estate construction. California's economy has been performing strongly since the
start of 1994.

Certain of the State's significant industries, such as high technology,
are sensitive to economic disruptions in their export markets and the State's
rate of economic growth, therefore, could be adversely affected by any such
disruption. A significant downturn in U.S. stock market prices could adversely
affect California's economy by reducing household spending and business
investment, particularly in the important high technology sector. Moreover, a
large and increasing share of the State's General Fund revenue in the form of
income and capital gains taxes is directly related to, and would be adversely
affected by a significant downturn in the performance of, the stock markets.

In addition, it is impossible to predict the time, magnitude or
location of a major earthquake or its effect on the California economy. In
January 1994, a major earthquake struck the Los Angeles area, causing
significant damage in a four county area. The possibility exists that another
such earthquake could create a major dislocation of the California economy and
significantly affect state and local government budgets.

The recession severely affected State revenues while the State's health
and welfare costs were increasing. Consequently, the State had a lengthy period
of budget imbalance; the State's accumulated budget deficit approached $2.8
billion at its peak at June 30, 1993. The large budget deficits depleted the
State's available cash resources and it had to use a series of external
borrowings to meet its cash needs. With the end of the recession, the State's
financial condition improved, with a combination of better than expected
revenues, slowdown in growth of social welfare programs, and continued spending
restraint. The accumulated budget deficit from the recession years was
eliminated. No deficit borrowing has occurred at the end of the last several

B-33

<PAGE>

fiscal years. The State has also increased aid to local governments and reduced
certain mandates for local services.

The combination of resurging exports, a strong stock market, and a
rapidly growing economy in 1999 and early 2000 resulted in unprecedented growth
in the State's General Fund revenues during fiscal year 1999-2000. Revenues are
estimated to have been about $71.2 billion, which is $8.2 billion higher than
projected for the 1999 Budget Act. The State's Special Fund for Economic
Uncertainties ("SFEU") had a record balance of over $7.2 billion on June 30,
2000. On that date, the Governor signed the 2000 Budget Act enacting the State's
fiscal year 2000-01 budget. The spending plan assumes General Fund revenues and
transfers of $73.9 billion, an increase of 3.8 percent above the estimates for
1999-2000. The Budget Act appropriates $78.8 billion from the General Fund, an
increase of 17.3 percent over 1999-2000, and reflects the use of $5.5 billion
from the SFEU. The Budget Act also includes Special Fund expenditures of $15.6
billion, from revenues estimated at $16.5 billion, and Bond Fund expenditure of
$5.0 billion.

In order not to place undue pressure on future budget years, about $7.0
billion of the increased spending in 2000-01 will be for one-time expenditures
and investments. The State estimates the SFEU will have a balance of $1.781
billion at June 30, 2001. In addition, the Governor held back $500 million as a
set aside for litigation costs. The Governor vetoed just over $1 billion in
General Fund and Special Fund appropriations from the 2000 Budget Act in order
to achieve the budget reserve. The State will not undertake a revenue
anticipation note borrowing in 2000-01.

After the State's budget and cash situation deteriorated as a result of
the recession, all three major nationally recognized statistical rating
organizations lowered their ratings for the State's general obligation bonds.
The State's improved economy and budget, however, have resulted in several
upgrades in its general obligation bond ratings. As of October 6, 2000, the
State's general obligation bonds were rated Aa2 by Moody's, AA by Standard &
Poor's, and AA by Fitch. It is not presently possible to determine whether, or
the extent to which, Moody's, S&P or Fitch will change such ratings in the
future. It should be noted that the creditworthiness of obligations issued by
local California issuers may be unrelated to the creditworthiness of obligations
issued by the State, and there is no obligation on the part of the State to make
payment on such local obligations in the event of default.

Constitutional and Statutory Limitations. Article XIII A of the
California Constitution (which resulted from the voter approved Proposition 13
in 1978) limits the taxing powers of California public agencies. With certain
exceptions, the maximum ad valorem tax on real property cannot exceed one
percent of the "full cash value" of the property; Article XIII A also
effectively prohibits the levying of any other ad valorem property tax for
general purposes. One exception to Article XIII A permits an increase in ad
valorem taxes on real property in excess of one percent for certain bonded
indebtedness approved by two-thirds of the voters voting on the proposed
indebtedness. The "full cash value" of property may be adjusted annually to
reflect increases (not to exceed two percent) or decreases, in the consumer
price index or comparable local data, or to reflect reductions in property value
caused by substantial damage, destruction or other factors, or when there is a
"change in ownership" or "new construction".

Constitutional challenges to Article XIII A to date have been
unsuccessful. In 1992, the United States Supreme Court ruled that
notwithstanding the disparate property tax burdens that Proposition 13 might
place on otherwise comparable properties, those provisions of Proposition 13 do
not violate the Equal Protection Clause of the United States Constitution.

B-34

<PAGE>

In response to the significant reduction in local property tax revenue
caused by the passage of Proposition 13, the State enacted legislation to
provide local governments with increased expenditures from the General Fund.
This fiscal relief has ended, however.

Article XIII B of the California Constitution generally limits the
amount of appropriations of the State and of local governments to the amount of
appropriations of the entity for such prior year, adjusted for changes in the
cost of living, population and the services that the government entity has
financial responsibility for providing. To the extent the "proceeds of taxes" of
the State and/or local government exceed its appropriations limit, the excess
revenues must be rebated. Certain expenditures, including debt service on
certain bonds and appropriations for qualified capital outlay projects, are not
included in the appropriations limit.

In 1986, California voters approved an initiative statute known as
Proposition 62. This initiative further restricts the ability of local
governments to raise taxes and allocate approved tax receipts. While some
decisions of the California Courts of Appeal have held that portions of
Proposition 62 are unconstitutional, the California Supreme Court recently
upheld Proposition 62's requirement that special taxes be approved by a
two-thirds vote of the voters voting in an election on the issue. This recent
decision may invalidate other taxes that have been imposed by local governments
in California and make it more difficult for local governments to raise taxes.

In 1988 and 1990, California voters approved initiatives known as
Proposition 98 and Proposition 111, respectively. These initiatives changed the
State's appropriations limit under Article XIII B to (i) require that the State
set aside a prudent reserve fund for public education, and (ii) guarantee a
minimum level of State funding for public elementary and secondary schools and
community colleges.

In November 1996, California voters approved Proposition 218. The
initiative applied the provisions of Proposition 62 to all entities, including
charter cities. It requires that all taxes for general purposes obtain a simple
majority popular vote and that taxes for special purposes obtain a two-thirds
majority vote. Prior to the effectiveness of Proposition 218, charter cities
could levy certain taxes such as transient occupancy taxes and utility user's
taxes without a popular vote. Proposition 218 will also limit the authority of
local governments to impose property-related assessments, fees and charges,
requiring that such assessments be limited to the special benefit conferred and
prohibiting their use for general governmental services. Proposition 218 also
allows voters to use their initiative power to reduce or repeal
previously-authorized taxes, assessments, fees and charges.

The effect of constitutional and statutory changes and of budget
developments on the ability of California issuers to pay interest and principal
on their obligations remains unclear, and may depend on whether a particular
bond is a general obligation or limited obligation bond (limited obligation
bonds being generally less affected). It is not possible to predict the future
impact of the voter initiatives, State constitutional amendments, legislation or
economic considerations described above, or of such initiatives, amendments or
legislation that may be enacted in the future, on the long-term ability of the
State of California or California municipal issuers to pay interest or repay
principal on their obligations. There is no assurance that any California issuer
will make full or timely payments of principal or interest or remain solvent.
For example, in December 1994, Orange County, California, together with its
pooled investment funds, which included investment funds from other local
governments, filed for bankruptcy. Los Angeles County, the nation's largest
county, in the recent past has also experienced financial difficulty and its
financial condition will continue to be affected by the large number of County
residents who are dependent on government services and by a structural deficit
in its health department. Moreover, California's improved economy has caused Los
Angeles County,

B-35

<PAGE>

and other local governments, to come under increased pressure from public
employee unions for improved compensation and retirement benefits.

Certain tax-exempt securities in which a Fund may invest may be
obligations payable solely from the revenues of specific institutions, or may be
secured by specific properties, which are subject to provisions of California
law that could adversely affect the holders of such obligations. For example,
the revenues of California health care institutions may be subject to state
laws, and California law limits the remedies of a creditor secured by a mortgage
or deed of trust on real property.

The Tax-Free Funds' (other than the Federal Money Fund) concentration
in California Municipal Securities provides a greater level of risk than a fund
that is diversified across numerous states and municipal entities.

INVESTMENT RESTRICTIONS

The following policies and investment restrictions have been adopted by
each Fund (unless otherwise noted) and are fundamental and cannot be changed
without the affirmative vote of a majority of a Fund's outstanding voting
securities as defined in the Investment Company Act (unless otherwise noted).
Each Fund may not:

1. In the case of each Fixed Income Fund, purchase any common
stocks or other equity securities, except that a Fund may
invest in securities of other investment companies as
described above and consistent with restriction number 9
below.

2. With respect to 75% (100% for the Federal Money Fund) of its
total assets, invest in the securities of any one issuer
(other than the U.S. government and its agencies and
instrumentalities) if immediately after and as a result of
such investment more than 5% of the total assets of a Fund
would be invested in such issuer. There are no limitations
with respect to the remaining 25% of its total assets, except
to the extent other investment restrictions may be applicable
(not applicable to the Federal Money Fund). This investment
restriction does not apply to the International 20 Portfolio,
the Global 20 Portfolio, the Mid Cap 20 Portfolio, the
Balanced Fund and the California Intermediate Bond Fund.

3. Make loans to others, except (a) through the purchase of debt
securities in accordance with its investment objective and
policies, (b) through the lending of up to 30% of its
portfolio securities as described above, or (c) to the extent
the entry into a repurchase agreement or a reverse dollar roll
transaction is deemed to be a loan.

4. (a) Borrow money, except for temporary or emergency
purposes from a bank, or pursuant to reverse
repurchase agreements or dollar roll transactions for
that Fund that uses such investment techniques and
then not in excess of one-third of the value of its
total assets (including the proceeds of such
borrowings, at the lower of cost or fair market
value). Any such borrowing will be made only if
immediately thereafter there is an asset coverage of
at least 300% of all borrowings, and no additional
investments may be made while any such borrowings are
in excess of 10% of total assets. Transactions that
are fully

B-36

<PAGE>

collateralized in a manner that does not involve the
prohibited issuance of a "senior security" within the
meaning of Section 18(f) of the Investment Company
Act shall not be regarded as borrowings for the
purposes of this restriction.

(b) Mortgage, pledge or hypothecate any of its assets
except in connection with permissible borrowings and
permissible forward contracts, futures contracts,
option contracts or other hedging transactions.

5. Except as required in connection with permissible hedging
activities, purchase securities on margin or underwrite
securities. (This does not preclude each Fund from obtaining
such short-term credit as may be necessary for the clearance
of purchases and sales of its portfolio securities or from
engaging in transactions that are fully collateralized in a
manner that does not involve the prohibited issuance of a
senior security within the meaning of Section 18(f) of the
Investment Company Act.)

6. Buy or sell real estate or commodities or commodity contracts;
however, each Fund, to the extent not otherwise prohibited in
the Prospectus or this Statement of Additional Information,
may invest in securities secured by real estate or interests
therein or issued by companies which invest in real estate or
interests therein, including real estate investment trusts,
and may purchase or sell currencies (including forward
currency exchange contracts), futures contracts and related
options generally as described in this Statement of Additional
Information.

7. Invest in securities of other investment companies, except to
the extent permitted by the Investment Company Act and
discussed in this Statement of Additional Information, or as
such securities may be acquired as part of a merger,
consolidation or acquisition of assets.

8. Invest, in the aggregate, more than 15% (10% for the Money
Market Funds) of its net assets in illiquid securities,
including (under current SEC interpretations) restricted
securities (excluding liquid Rule 144A-eligible restricted
securities), securities which are not otherwise readily
marketable, repurchase agreements that mature in more than
seven days and over-the-counter options (and securities
underlying such options) purchased by that Fund. (This is an
operating policy that may be changed without shareholder
approval, consistent with the Investment Company Act and
changes in relevant SEC interpretations).

9. Invest in any issuer for purposes of exercising control or
management of the issuer. (This is an operating policy that
may be changed without shareholder approval, consistent with
the Investment Company Act.)

10. Except with respect to communications companies for the Global
Communications Fund, as described in the Prospectus and this
Statement of Additional Information, invest more than 25% of
the market value of its total assets in the securities of
companies engaged in any one industry. (This does not apply to
investment in the securities of the U.S. government, its
agencies or instrumentalities or California Municipal
Obligations or Municipal Obligations for the Tax-Free Funds.)
For purposes of this restriction, each Fund generally relies
on the U.S. Office of Management and Budget's Standard
Industrial Classifications.

B-37

<PAGE>

11. Issue senior securities, as defined in the Investment Company
Act, except that this restriction shall not be deemed to
prohibit that Fund from (a) making any permitted borrowings,
mortgages or pledges, or (b) entering into permissible
repurchase and dollar roll transactions.

12. Except as described in this Statement of Additional
Information, acquire or dispose of put, call, straddle or
spread options (for other than the Total Return Bond, Short
Bond, California Intermediate Bond, Global Long-Short Funds
and the Emerging Markets 20 Portfolio) unless:

(a) such options are written by other persons or are put
options written with respect to securities
representing 25% or less of the Fund's total assets,
and

(b) the aggregate premiums paid on all such options which
are held at any time do not exceed 5% of that Fund's
total assets.

(This is an operating policy that may be changed without
shareholder approval.)

13. Except as described in the relevant Prospectus and this
Statement of Additional Information, engage in short sales of
securities. (This is an operating policy that may be changed
without shareholder approval, consistent with applicable
regulations.)

14. Purchase more than 10% of the outstanding voting securities of
any one issuer. This investment restriction does not relate to
the Fixed-Income Funds. (This is an operating policy that may
be changed without shareholder approval.)

15. Invest in commodities, except for futures contracts or options
on futures contracts if the investments are either (a) for
bona fide hedging purposes within the meaning of CFTC
regulations or (b) for other than bona fide hedging purposes
if, as a result thereof, no more than 5% of that Fund's total
assets (taken at market value at the time of entering into the
contract) would be committed to initial deposits and premiums
on open futures contracts and options on such contracts. The
Money Market Funds may not enter into a futures contract or
option on a futures contract regardless of the amount of the
initial deposit or premium.

To the extent these restrictions reflect matters of operating policy
that may be changed without shareholder vote, these restrictions may be amended
upon approval by the appropriate Board and notice to shareholders.

If a percentage restriction is adhered to at the time of investment, a
subsequent increase or decrease in a percentage resulting from a change in the
values of assets will not constitute a violation of that restriction, except as
otherwise noted.

The Board of Trustees of The Montgomery Funds has elected to value the
assets of the Money Market Funds in accordance with Rule 2a-7 under the
Investment Company Act. This Rule also imposes various restrictions on these
Funds' portfolios which are, in some cases, more restrictive than these Funds'
stated fundamental policies and investment restrictions.

B-38

<PAGE>

DISTRIBUTIONS AND TAX INFORMATION

Distributions. The Funds receive income in the form of dividends and
interest earned on their investments in securities. This income, less the
expenses incurred in their operations, is the Funds' net investment income,
substantially all of which will be declared as dividends to the Funds'
shareholders.

The amount of ordinary income dividend payments by the Funds is
dependent upon the amount of net investment income received by the Funds from
their portfolio holdings, is not guaranteed and is subject to the discretion of
the Funds' Board. These Funds do not pay "interest" or guarantee any fixed rate
of return on an investment in their shares.

The Funds also may derive capital gains or losses in connection with
sales or other dispositions of their portfolio securities. Any net gain a Fund
may realize from transactions involving investments held less than the period
required for long-term capital gain or loss recognition or otherwise producing
short-term capital gains and losses (taking into account any carryover of
capital losses from the eight previous taxable years), although a distribution
from capital gains, will be distributed to shareholders with and as a part of
dividends giving rise to ordinary income. If during any year a Fund realizes a
net gain on transactions involving investments held for the period required for
long-term capital gain or loss recognition or otherwise producing long-term
capital gains and losses, the Fund will have a net long-term capital gain. After
deduction of the amount of any net short-term capital loss, the balance (to the
extent not offset by any capital losses carried over from the eight previous
taxable years) will be distributed and treated as long-term capital gains in the
hands of the shareholders regardless of the length of time that Fund's shares
may have been held by the shareholders.

The maximum long-term federal capital gains rate for individuals is 20%
with respect to capital assets held for more than 12 months. The maximum capital
gains rate for corporate shareholders is the same as the maximum tax rate for
ordinary income.

Any dividend or distribution per share paid by a Fund reduces that
Fund's net asset value per share on the date paid by the amount of the dividend
or distribution per share. Accordingly, a dividend or distribution paid shortly
after a purchase of shares by a shareholder would represent, in substance, a
partial return of capital (to the extent it is paid on the shares so purchased),
even though it would be subject to income taxes (except for distributions from
the Tax-Free Funds to the extent not subject to income taxes).

Dividends and other distributions will be reinvested in additional
shares of the applicable Fund unless the shareholder has otherwise indicated.
Investors have the right to change their elections with respect to the
reinvestment of dividends and distributions by notifying the Transfer Agent in
writing, but any such change will be effective only as to dividends and other
distributions for which the record date is seven or more business days after the
Transfer Agent has received the written request.

Tax Information. Each Fund has elected and intends to continue to
qualify to be treated as a regulated investment company under Subchapter M of
the Internal Revenue Code of 1986, as amended (the "Code"), for each taxable
year by complying with all applicable requirements regarding the source of its
income, the diversification of its assets, and the timing of its distributions.
Each Fund that has filed a tax return has so qualified and elected in prior tax
years. Each Fund's policy is to distribute to its shareholders all of its
investment company taxable income and any net realized capital gains for each
fiscal year in a manner that complies with the distribution requirements of the
Code, so that Fund will not be subject to any federal income

B-39

<PAGE>

tax or excise taxes based on net income. However, the Boards of Trustees may
elect to pay such excise taxes if it determines that payment is, under the
circumstances, in the best interests of a Fund.

In order to qualify as a regulated investment company, each Fund must,
among other things, (a) derive at least 90% of its gross income each year from
dividends, interest, payments with respect to loans of stock and securities,
gains from the sale or other disposition of stock or securities or foreign
currency gains related to investments in stocks or other securities, or other
income (generally including gains from options, futures or forward contracts)
derived with respect to the business of investing in stock, securities or
currency, and (b) diversify its holdings so that, at the end of each fiscal
quarter, (i) at least 50% of the market value of its assets is represented by
cash, cash items, U.S. Government securities, securities of other regulated
investment companies and other securities limited, for purposes of this
calculation, in the case of other securities of any one issuer to an amount not
greater than 5% of that Fund's assets or 10% of the voting securities of the
issuer, and (ii) not more than 25% of the value of its assets is invested in the
securities of any one issuer (other than U.S. Government securities or
securities of other regulated investment companies). As such, and by complying
with the applicable provisions of the Code, a Fund will not be subject to
federal income tax on taxable income (including realized capital gains) that is
distributed to shareholders in accordance with the timing requirements of the
Code. If a Fund is unable to meet certain requirements of the Code, it may be
subject to taxation as a corporation.

Distributions of net investment income and net realized capital gains
by a Fund will be taxable to shareholders whether made in cash or reinvested in
shares. In determining amounts of net realized capital gains to be distributed,
any capital loss carryovers from the eight prior taxable years will be applied
against capital gains. Shareholders receiving distributions in the form of
additional shares will have a cost basis for federal income tax purposes in each
share so received equal to the net asset value of a share of a Fund on the
reinvestment date. Fund distributions also will be included in individual and
corporate shareholders' income on which the alternative minimum tax may be
imposed.

The Funds or any securities dealer effecting a redemption of the Funds'
shares by a shareholder will be required to file information reports with the
IRS with respect to distributions and payments made to the shareholder. In
addition, the Funds will be required to withhold federal income tax at the rate
of 31% on taxable dividends, redemptions and other payments made to accounts of
individual or other non-exempt shareholders who have not furnished their correct
taxpayer identification numbers and made certain required certifications on the
Account Application Form or with respect to which a Fund or the securities
dealer has been notified by the IRS that the number furnished is incorrect or
that the account is otherwise subject to withholding.

The Funds intend to declare and pay dividends and other distributions,
as stated in the Prospectus. In order to avoid the payment of any federal excise
tax based on net income, each Fund must declare on or before December 31 of each
year, and pay on or before January 31 of the following year, distributions at
least equal to 98% of its ordinary income for that calendar year and at least
98% of the excess of any capital gains over any capital losses realized in the
one-year period ending October 31 of that year, together with any undistributed
amounts of ordinary income and capital gains (in excess of capital losses) from
the previous calendar year.

A Fund may receive dividend distributions from U.S. corporations. To
the extent that a Fund receives such dividends and distributes them to its
shareholders, and meets certain other requirements of the Code, corporate
shareholders of the Fund may be entitled to the "dividends received" deduction.
Availability of the deduction is subject to certain holding period and
debt-financing limitations.

B-40

<PAGE>

If more than 50% in value of the total assets of a Fund at the end of
its fiscal year is invested in stock or other securities of foreign
corporations, that Fund may elect to pass through to its shareholders the pro
rata share of all foreign income taxes paid by that Fund. If this election is
made, shareholders will be (i) required to include in their gross income their
pro rata share of any foreign income taxes paid by that Fund, and (ii) entitled
either to deduct their share of such foreign taxes in computing their taxable
income or to claim a credit for such taxes against their U.S. income tax,
subject to certain limitations under the Code, including certain holding period
requirements. In this case, shareholders will be informed in writing by that
Fund at the end of each calendar year regarding the availability of any credits
on and the amount of foreign source income (including or excluding foreign
income taxes paid by that Fund) to be included in their income tax returns. If
50% or less in value of that Fund's total assets at the end of its fiscal year
are invested in stock or other securities of foreign corporations, that Fund
will not be entitled under the Code to pass through to its shareholders their
pro rata share of the foreign income taxes paid by that Fund. In this case,
these taxes will be taken as a deduction by that Fund.

A Fund may be subject to foreign withholding taxes on dividends and
interest earned with respect to securities of foreign corporations. A Fund may
invest up to 10% of its total assets in the stock of foreign investment
companies. Such companies are likely to be treated as "passive foreign
investment companies" ("PFICs") under the Code. Certain other foreign
corporations, not operated as investment companies, may nevertheless satisfy the
PFIC definition. A portion of the income and gains that these Funds derive from
PFIC stock may be subject to a non-deductible federal income tax at the Fund
level. In some cases, a Fund may be able to avoid this tax by electing to be
taxed currently on its share of the PFIC's income, whether or not such income is
actually distributed by the PFIC. A Fund will endeavor to limit its exposure to
the PFIC tax by investing in PFICs only where the election to be taxed currently
will be made. Because it is not always possible to identify a foreign issuer as
a PFIC in advance of making the investment, a Fund may incur the PFIC tax in
some instances.

The Tax-Free Funds. Provided that, as anticipated, each Tax-Free Fund
qualifies as a regulated investment company under the Code, and, at the close of
each quarter of its taxable year, at least 50% of the value of the total assets
of each of the California Intermediate Bond and California Money Funds consist
of obligations (including California Municipal Securities) the interest on which
is exempt from California personal income taxation under the laws of California,
such Fund will be qualified to pay exempt-interest dividends to its shareholders
that, to the extent attributable to interest received by the Fund on such
obligations, are exempt from California personal income tax. If at the close of
each quarter of its taxable year, at least 50% of the value of the total assets
of the Federal Money Fund consists of obligations (including Municipal
Securities) the interest on which is exempt from federal personal income
taxation under the Constitution or laws of the United States, the Federal Money
Fund will be qualified to pay exempt-interest dividends to its shareholders
that, to the extent attributable to interest received by the Fund on such
obligations, are exempt from federal personal income tax. The total amount of
exempt-interest dividends paid by these Funds to their shareholders with respect
to any taxable year cannot exceed the amount of interest received by these Funds
during such year on tax-exempt obligations less any expenses attributable to
such interest. Income from other transactions engaged in by these Funds, such as
income from options, repurchase agreements and market discount on tax-exempt
securities purchased by these Funds, will be taxable distributions to its
shareholders.

B-41

<PAGE>

The Code may also subject interest received on certain otherwise
tax-exempt securities to an alternative minimum tax. In addition, certain
corporations which are subject to the alternative minimum tax may have to
include a portion of exempt-interest dividends in calculating their alternative
minimum taxable income.

Exempt-interest dividends paid to shareholders that are corporations
subject to California franchise tax will be taxed as ordinary income to such
shareholders. Moreover, no exempt-interest dividends paid by these Funds will
qualify for the corporate dividends-received deduction for federal income tax
purposes.

Interest on indebtedness incurred or continued by a shareholder to
purchase or carry shares of these Funds is not deductible for federal income tax
purposes. Under regulations used by the IRS for determining when borrowed funds
are considered used for the purposes of purchasing or carrying particular
assets, the purchase of shares may be considered to have been made with borrowed
funds even though the borrowed funds are not directly traceable to the purchase
of shares of these Funds. California personal income tax law restricts the
deductibility of interest on indebtedness incurred by a shareholder to purchase
or carry shares of a fund paying dividends exempt from California personal
income tax, as well as the allowance of losses realized upon a sale or
redemption of shares, in substantially the same manner as federal tax law.
Further, these Funds may not be appropriate investments for persons who are
"substantial users" of facilities financed by industrial revenue bonds or are
"related persons" to such users. Such persons should consult their own tax
advisors before investing in these Funds.

Up to 85% of social security or railroad retirement benefits may be
included in federal (but not California) taxable income for benefit recipients
whose adjusted gross income (including income from tax-exempt sources such as
tax-exempt bonds and these Funds) plus 50% of their benefits exceeding certain
base amounts. Income from these Funds, and other funds like them, is included in
the calculation of whether a recipient's income exceeds these base amounts, but
is not taxable directly.

From time to time, proposals have been introduced before Congress for
the purpose of restricting or eliminating the federal income tax exemption for
interest on Municipal Securities. It can be expected that similar proposals may
be introduced in the future. Proposals by members of state legislatures may also
be introduced which could affect the state tax treatment of these Funds'
distributions. If such proposals were enacted, the availability of Municipal
Securities for investment by these Funds and the value of these Funds'
portfolios would be affected. In such event, these Funds would reevaluate their
investment objectives and policies.

Hedging. The use of hedging strategies, such as entering into futures
contracts and forward contracts and purchasing options, involves complex rules
that will determine the character and timing of recognition of the income
received in connection therewith by a Fund. Income from foreign currencies
(except certain gains therefrom that may be excluded by future regulations) and
income from transactions in options, futures contracts and forward contracts
derived by a Fund with respect to its business of investing in securities or
foreign currencies will qualify as permissible income under Subchapter M of the
Code.

For accounting purposes, when a Fund purchases an option, the premium
paid by that Fund is recorded as an asset and is subsequently adjusted to the
current market value of the option. Any gain or loss realized by a Fund upon the
expiration or sale of such options held by that Fund generally will be capital
gain or loss.

B-42

<PAGE>

Any security, option, or other position entered into or held by a Fund
that substantially diminishes that Fund's risk of loss from any other position
held by that Fund may constitute a "straddle" for federal income tax purposes.
In general, straddles are subject to certain rules that may affect the amount,
character and timing of a Fund's gains and losses with respect to straddle
positions by requiring, among other things, that the loss realized on
disposition of one position of a straddle be deferred until gain is realized on
disposition of the offsetting position; that a Fund's holding period in certain
straddle positions not begin until the straddle is terminated (possibly
resulting in the gain being treated as short-term capital gain rather than
long-term capital gain); and that losses recognized with respect to certain
straddle positions, which would otherwise constitute short-term capital losses,
be treated as long-term capital losses. Different elections are available to a
Fund that may mitigate the effects of the straddle rules.

Certain options, futures contracts and forward contracts that are
subject to Section 1256 of the Code ("Section 1256 Contracts") and that are held
by a Fund at the end of its taxable year generally will be required to be
"marked to market" for federal income tax purposes, that is, deemed to have been
sold at market value. Sixty percent of any net gain or loss recognized on these
deemed sales and 60% of any net gain or loss realized from any actual sales of
Section 1256 Contracts will be treated as long-term capital gain or loss, and
the balance will be treated as short-term capital gain or loss.

Section 988 of the Code contains special tax rules applicable to
certain foreign currency transactions that may affect the amount, timing and
character of income, gain or loss recognized by a Fund. Under these rules,
foreign exchange gain or loss realized with respect to foreign
currency-denominated debt instruments, foreign currency forward contracts,
foreign currency-denominated payables and receivables and foreign currency
options and futures contracts (other than options and futures contracts that are
governed by the mark-to-market and 60/40 rules of Section 1256 of the Code and
for which no election is made) is treated as ordinary income or loss. Some part
of a Fund's gain or loss on the sale or other disposition of shares of a foreign
corporation may, because of changes in foreign currency exchange rates, be
treated as ordinary income or loss under Section 988 of the Code, rather than as
capital gain or loss.

Redemptions and exchanges of shares of a Fund will result in gains or
losses for tax purposes to the extent of the difference between the proceeds and
the shareholder's adjusted tax basis for the shares. Any loss realized upon the
redemption or exchange of shares within six months from their date of purchase
will be treated as a long-term capital loss to the extent of distributions of
long-term capital gain dividends with respect to such shares during such
six-month period. Any loss realized upon the redemption or exchange of shares of
a Tax-Free Fund within six months from their date of purchase will be disallowed
to the extent of distributions of exempt-interest dividends with respect to such
shares during such six-month period. All or a portion of a loss realized upon
the redemption of shares of a Fund may be disallowed to the extent shares of
that Fund are purchased (including shares acquired by means of reinvested
dividends) within 30 days before or after such redemption.

Distributions and redemptions may be subject to state and local income
taxes, and the treatment thereof may differ from the federal income tax
treatment. Foreign taxes may apply to non-U.S. investors.

The above discussion and the related discussion in the Prospectus are
not intended to be complete discussions of all applicable federal tax
consequences of an investment in the Funds. The law firm of Paul, Hastings,
Janofsky & Walker LLP has expressed no opinion in respect thereof. Nonresident
aliens and foreign persons are subject to different tax rules, and may be
subject to withholding of up to 30% on certain payments

B-43

<PAGE>

received from the Funds. Shareholders are advised to consult with their own tax
advisors concerning the application of foreign, federal, state and local taxes
to an investment in the Funds.

TRUSTEES AND OFFICERS

The Trustees of the Trusts (the two Trusts have the same members on
their Boards), are responsible for the overall management of the Funds,
including establishing the Funds' policies, general supervision and review of
their investment activities. The officers (the two Trusts, as well as an
affiliated Trust, The Montgomery Funds III, have the same officers), who
administer the Funds' daily operations, are appointed by the Boards of Trustees.
The current Trustees and officers of the Trusts performing a policy-making
function and their affiliations and principal occupations for the past five
years are set forth below:

George A. Rio, President and Treasurer (born 1955)

60 State Street, Suite 1300, Boston, Massachusetts 02109. Mr. Rio is Executive
Vice President and Client Service Director of Funds Distributor, Inc. ("FDI")
and an officer of certain investment companies distributed by FDI or its
affiliates (since April 1998). From June 1995 to March 1998, he was Senior Vice
President, Senior Key Account Manager for Putnam Mutual Funds. From May 1994 to
June 1995, he was Director of business development for First Data Corporation.
From September 1993 to May 1994, he was Senior Vice President and Manager of
Client Services; and Director of Internal Audit at the Boston Company.

Karen Jacoppo-Wood, Vice President and Assistant Secretary (born 1966)

60 State Street, Suite 1300, Boston, Massachusetts 02109. Ms. Jacoppo-Wood is
the Vice President and Senior Counsel of FDI and an officer of certain
investment companies distributed by FDI or its affiliates. From June 1994 to
January 1996, Ms. Jacoppo-Wood was a Manager, SEC Registration, Scudder, Stevens
& Clark, Inc.

Margaret W. Chambers, Secretary (born 1959)

60 State Street, Suite 1300, Boston, Massachusetts 02109. Ms. Chambers is Senior
Vice President and General Counsel of FDI and an officer of certain investment
companies distributed by FDI or its affiliates (since April 1998). From August
1996 to March 1998, Ms. Chambers was Vice President and Assistant General
Counsel for Loomis, Sayles & Company, L.P. From January 1986 to July 1996, she
was an associate with the law firm of Ropes & Gray.

Christopher J. Kelley, Vice President and Assistant Secretary (born 1964)

60 State Street, Suite 300, Boston, Massachusetts 02109. Mr. Kelley is the Vice
President and Senior Associate General Counsel of FDI and Premier Mutual, and an
officer of certain investment companies distributed by FDI or its affiliates.
From April 1994 to July 1996, Mr. Kelley was Assistant Counsel at Forum
Financial Group.

Mary A. Nelson, Vice President and Assistant Treasurer (born 1964)

60 State Street, Suite 1300, Boston, Massachusetts 02109. Ms. Nelson is the Vice
President and Manager of Treasury Services and Administration of FDI and Premier
Mutual, and an officer of certain investment companies distributed by FDI or its
affiliates. From 1989 to 1994 Ms. Nelson was Assistant Vice President and Client
Manager for The Boston Company, Inc.

B-44

<PAGE>

Kathleen K. Morrisey, Vice President and Assistant Treasurer (born 1972)

60 State Street, Suite 1300, Boston, Massachusetts 02109. Ms. Morrisey is the
Assistant Vice President and Manager of Financial Administration of FDI and an
officer of certain investment companies distributed by FDI or its affiliates.
From July 1994 to November 1995, Ms. Morrisey was a Fund Accountant II for
Investors Bank & Trust Company.

Marie E. Connolly, Vice President and Assistant Treasurer (born 1957)

60 State Street, Suite 1300, Boston, Massachusetts 02109. Ms. Connolly is the
President, Chief Executive Officer, Chief Compliance Officer and Director of FDI
and Premier Mutual, and an officer of certain investment companies distributed
by FDI or its affiliates. From December 1991 to July 1994, Ms. Connolly was
President and Chief Compliance Officer of FDI. Prior to December 1991, Ms.
Connolly served as Vice President and Controller, and later Senior Vice
President of TBCA.

Douglas C. Conroy, Vice President and Assistant Treasurer (born 1969)

60 State Street, Suite 130, Boston, Massachusetts 02109. Mr. Conroy is a Vice
President and Senior Client Service Manager of FDI, and an officer of certain
investment companies distributed by FDI or its affiliates. From January 1995 to
June 1998, Mr. Conroy was the Assistant Vice President and Manager of Treasury
Services and Administration. From April 1993 to January 1995, Mr. Conroy was a
Senior Fund Accountant at Investors Bank & Trust Company.

Joseph F. Tower, III, Vice President and Assistant Treasurer (born 1962)

60 State Street, Suite 1300, Boston, Massachusetts 02109. Mr. Tower is the
Executive Vice President, Treasurer and Chief Financial Officer, Chief
Administrative Officer and Director of FDI; Senior Vice President, Treasurer and
Chief Financial Officer, Chief Administrative Officer and Director of Premier
Mutual, and an officer of certain investment companies advised or administered
by Morgan, Dreyfus and Waterhouse or their respective affiliates. Prior to April
1997, Mr. Tower was Senior Vice President, Treasurer and Chief Financial
Officer, Chief Administrative Officer and Director of FDI. From July 1988 to
November 1993, Mr. Tower was Financial Manager of The Boston Company, Inc.

John A. Farnsworth, Trustee (born 1941)

One California Street, Suite 1950, San Francisco, California 94111. Mr.
Farnsworth is a partner of Pearson, Caldwell & Farnsworth, Inc., an executive
search consulting firm. From May 1988 to September 1991, Mr. Farnsworth was the
Managing Partner of the San Francisco office of Ward Howell International, Inc.,
an executive recruiting firm. From May 1987 until May 1988, Mr. Farnsworth was
Managing Director of Jeffrey Casdin & Company, an investment management firm
specializing in biotechnology companies. From May 1984 until May 1987, Mr.
Farnsworth served as a Senior Vice President of Bank of America and head of the
U.S. Private Banking Division.

B-45

<PAGE>

Andrew Cox, Trustee (born 1944)

750 Vine Street, Denver, Colorado 80206. Since June 1988, Mr. Cox has been
engaged as an independent investment consultant. From September 1976 until June
1988, Mr. Cox was a Vice President of the Founders Group of Mutual Funds,
Denver, Colorado, and Portfolio Manager or Co-Portfolio Manager of several of
the mutual funds in the Founders Group.

Cecilia H. Herbert, Trustee (born 1949)

2636 Vallejo Street, San Francisco, California 94123. Ms. Herbert was Managing
Director of Morgan Guaranty Trust Company. From 1983 to 1991 she was General
Manager of the bank's San Francisco office, with responsibility for lending,
corporate finance and investment banking. Ms. Herbert is a member of the Boards
of Groton School and Catholic Charities of San Francisco. Ms. Herbert is also a
member of the Archdiocese of San Francisco Finance Council, where she chairs the
Investment Committee.

R. Stephen Doyle, Chairman of the Board of Trustees (born 1939).+

101 California Street, San Francisco, California 94111. R. Stephen Doyle, the
founder of Montgomery Asset Management, began his career in the financial
services industry in 1974. Before starting Montgomery Asset Management in 1990,
Mr. Doyle was a General Partner and member of the Management Committee at
Montgomery Securities with specific responsibility for private placements and
venture capital. Prior to joining Montgomery Securities, Mr. Doyle was at E. F.
Hutton & Co. as a Vice President with responsibility for both retail and
institutional accounts. Mr. Doyle was also with Connecticut General Insurance,
where he served as a Consultant to New York Stock Exchange Member Firms in the
area of financial planning.

The officers of the Trusts, and the Trustees who are considered
"interested persons" of the Trusts, receive no compensation directly from the
Trusts for performing the duties of their offices. However, those officers and
Trustees who are officers or partners of the Manager or the Distributor may
receive remuneration indirectly because the Manager will receive a management
fee from the Funds and Funds Distributor, Inc., will receive commissions for
executing portfolio transactions for the Funds. The Trustees who are not
affiliated with the Manager or the Distributor receive an annual retainer and
fees and expenses for each regular Board meeting attended. The aggregate
compensation paid by each Trust to each of the Trustees during the fiscal year
ended June 30, 2000, and to be paid during the fiscal year ending June 30, 2001,
and the aggregate compensation paid to each of the Trustees during the fiscal
year ended June 30, 2000, and to be paid during the fiscal year ending June 30,
2001, by all of the registered investment companies to which the Manager
provides investment advisory services, are set forth below.

----------

+ Trustee deemed an "interested person" of the Funds as defined in the
Investment Company Act.

B-46

<PAGE>

<TABLE>

<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------

Fiscal Year
Ended June 30, 2000
----------------------------------------------------------------------------------------------------------------------------------
Aggregate Aggregate Pension or Total Compensation
Compensation from Compensation from Retirement Benefits From the Trusts and
The Montgomery The Montgomery Accrued as Part of Fund Complex
Name of Trustee Funds Funds II Fund Expenses* (1 additional Trust)
---------------------------- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
R. Stephen Doyle None None -- None
---------------------------- -----------------------------------------------------------------------------------------------------
John A. Farnsworth $35,000 $15,000 -- $55,000
---------------------------- -----------------------------------------------------------------------------------------------------
Andrew Cox $35,000 $15,000 -- $55,000
---------------------------- -----------------------------------------------------------------------------------------------------
Cecilia H. Herbert $35,000 $15,000 -- $55,000
---------------------------- -----------------------------------------------------------------------------------------------------

Fiscal Year
Ending June 30, 2001
----------------------------------------------------------------------------------------------------------------------------------
Aggregate Aggregate Pension or Total Compensation
Compensation from Compensation from Retirement Benefits From the Trusts and
The Montgomery The Montgomery Accrued as Part of Fund Complex
Name of Trustee Funds Funds II Fund Expenses* (1 additional Trust)
---------------------------- -----------------------------------------------------------------------------------------------------
R. Stephen Doyle None None -- None
---------------------------- -----------------------------------------------------------------------------------------------------
John A. Farnsworth $41,500 $17,500 -- $65,000
---------------------------- -----------------------------------------------------------------------------------------------------
Andrew Cox $41,500 $17,500 -- $65,000
---------------------------- -----------------------------------------------------------------------------------------------------
Cecilia H. Herbert $41,500 $17,500 -- $65,000
---------------------------- -----------------------------------------------------------------------------------------------------
<FN>
* The Trusts do not maintain pension or retirement plans.
</FN>
</TABLE>

The Class R, Class P and Class L shares of the Funds are all sold
without a sales load. Therefore, there is no existing arrangement to reduce or
eliminate any sales loads for Trustees and other affiliated persons of the
Trust.

INVESTMENT MANAGEMENT AND OTHER SERVICES

Investment Management Services. As stated in each Prospectus,
investment management services are provided to the Funds (except the Global
Long-Short Fund, the Emerging Markets 20 Portfolio and the Balanced Fund) by
Montgomery Asset Management LLC (the "Manager"), pursuant to an Investment
Management Agreement between the Manager and The Montgomery Funds dated July 31,
1997; and to the Global Long-Short Fund, the Emerging Markets 20 Portfolio and
the Balanced Fund by the Manager pursuant to an Investment Management Agreement
between the Manager and The Montgomery Funds II dated July 31, 1997 (together,
the "Agreements").

The Agreements are in effect with respect to each Fund for two years
after the Fund's inclusion in its Trust's Agreement (on or around its beginning
of public operations) and then continue for each Fund for periods not exceeding
one year so long as such continuation is approved at least annually by (1) the
Board of the appropriate Trust or the vote of a majority of the outstanding
shares of that Fund, and (2) a majority of the Trustees who are not interested
persons of any party to the relevant Agreement, in each case by a vote cast in
person at a meeting called for the purpose of voting on such approval. The
Agreements may be terminated at any time, without penalty, by a Fund or the
Manager upon 60 days' written notice, and are automatically terminated in the
event of its assignment as defined in the Investment Company Act.

B-47

<PAGE>

<TABLE>
For services performed under the Agreements, each Fund pays the Manager
a management fee (accrued daily but paid when requested by the Manager) based
upon the average daily net assets of the Fund at the following annual rates:

<CAPTION>
FUND AVERAGE DAILY NET ASSETS ANNUAL RATE

U.S. Equity Funds

<S> <C> <C>
Montgomery Growth Fund First $500 million 1.00%
Next $500 million 0.90%
Over $1 billion 0.85%

Montgomery Mid Cap 20 Portfolio First $500 million 1.00%
Next $500 million 0.90%
Over $1 billion 0.80%

First $200 million 1.40%
Montgomery U.S. Emerging Growth Fund Over $200 million 1.25%

First $250 million 1.00%
Montgomery Small Cap Fund Over $250 million 0.80%

Montgomery Balanced Fund All Amounts NONE*

International and Global Equity Funds

First $500 million 1.10%
Montgomery International Growth Fund Next $500 million 1.00%
Over $1 billion 0.90%

First $500 million 1.10%
Montgomery International 20 Portfolio Next $500 million 1.00%
Over $1 billion 0.90%

First $500 million 1.25%
Montgomery Global Opportunities Fund Next $500 million 1.10%
Over $1 billion 1.00%

B-48

<PAGE>

FUND AVERAGE DAILY NET ASSETS ANNUAL RATE

First $250 million 1.25%
Montgomery Global 20 Portfolio Next $250 million 1.00%
Over $500 million 0.90%

First $250 million 1.50%
Montgomery Global Long-Short Fund Over $250 million 1.25%

First $250 million 1.25%
Montgomery Global Communications Fund Over $250 million 1.00%

First $250 million 1.25%
Montgomery Emerging Markets Fund Over $250 million 1.00%

Montgomery Emerging Markets 20 Portfolio First $250 million 1.10%
(formerly Montgomery Emerging Markets Focus Fund) Next $250 million 1.00%
Over $500 million 0.90%

First $500 million 1.25%
Montgomery Emerging Asia Fund Next $500 million 1.10%
Over $1 billion 1.00%

Fixed-Income and Money Market Funds

Montgomery Total Return Bond Fund First $500 million 0.50%
Over $500 million 0.40%

First $500 million 0.50%
Montgomery Short Duration Government Bond Fund Over $500 million 0.40%

First $250 million 0.40%
Montgomery Government Money Market Fund Next $250 million 0.30%
Over $500 million 0.20%

B-49

<PAGE>
First $500 million 0.50%
Montgomery California Tax-Free Intermediate Bond Fund Over $500 million 0.40%

First $500 million 0.40%
Montgomery California Tax-Free Money Fund Over $500 million 0.30%

Montgomery Federal Tax-Free Money Fund First $500 million 0.40%
Over $500 million 0.30%
<FN>
* This amount represents only the management fee of the Balanced Fund.
</FN>
</TABLE>

<TABLE>
As noted in the Prospectus, the Manager has agreed in an Operating
Expense Agreement with each Trust to reduce some or all of its management fee
(and to reimburse other Fund expenses) if necessary to keep total operating
expenses, expressed on an annualized basis, at or below the following
percentages of each Fund's average net assets (excluding interest, taxes,
dividend expenses and Rule 12b-1 Plan fees):

<CAPTION>
TOTAL EXPENSE LIMITATION
FUND (ANNUAL RATE)

U.S. Equity Funds
<S> <C> <C>
Montgomery Growth Fund 1.50%
----------------------------------------------------------------------------------- ------------------------------------------------
Montgomery Mid Cap 20 Portfolio 1.40%
----------------------------------------------------------------------------------- ------------------------------------------------
Montgomery U.S. Emerging Growth Fund 1.50%
----------------------------------------------------------------------------------- ------------------------------------------------
Montgomery Small Cap Fund 1.40%
----------------------------------------------------------------------------------- ------------------------------------------------
Montgomery Balanced Fund 1.30%, including expenses of underlying Funds
----------------------------------------------------------------------------------- ------------------------------------------------
International and Global Equity Funds
----------------------------------------------------------------------------------- ------------------------------------------------
Montgomery International Growth Fund 1.65%
----------------------------------------------------------------------------------- ------------------------------------------------

Montgomery International 20 Portfolio 1.65%
----------------------------------------------------------------------------------- ------------------------------------------------
Montgomery Global Opportunities Fund
1.90%
----------------------------------------------------------------------------------- ------------------------------------------------
Montgomery Global 20 Portfolio 1.80%
----------------------------------------------------------------------------------- ------------------------------------------------
Montgomery Global Long-Short Fund 2.35%

B-50
<PAGE>

----------------------------------------------------------------------------------- ------------------------------------------------
Montgomery Global Communications Fund 1.90%
----------------------------------------------------------------------------------- ------------------------------------------------
Montgomery Emerging Markets Fund 1.90%
----------------------------------------------------------------------------------- ------------------------------------------------
Montgomery Emerging Markets 20 Portfolio (formerly Montgomery Emerging Markets 1.60%
Focus Fund)
----------------------------------------------------------------------------------- ------------------------------------------------
Montgomery Emerging Asia Fund 1.90%
----------------------------------------------------------------------------------- ------------------------------------------------
Fixed-Income and Money Market Funds
----------------------------------------------------------------------------------- ------------------------------------------------

Montgomery Total Return Bond Fund 0.70%
----------------------------------------------------------------------------------- ------------------------------------------------
Montgomery Short Duration Government Bond Fund 0.60%
----------------------------------------------------------------------------------- ------------------------------------------------
Montgomery Government Money Market Fund 0.60%
----------------------------------------------------------------------------------- ------------------------------------------------
Montgomery California Tax-Free Intermediate Bond Fund 0.70%
----------------------------------------------------------------------------------- ------------------------------------------------
Montgomery California Tax-Free Money Fund 0.60%
----------------------------------------------------------------------------------- ------------------------------------------------
Montgomery Federal Tax-Free Money Fund 0.60%
----------------------------------------------------------------------------------- ------------------------------------------------

</TABLE>

The Operating Expense Agreements have a 10-year rolling term. The
Manager also may voluntarily reduce additional amounts to increase the return to
a Fund's investors. Any reductions made by the Manager in its fees are subject
to reimbursement by that Fund within the following three years provided the Fund
is able to effect such reimbursement and remain in compliance with the foregoing
expense limitations. The Manager generally seeks reimbursement for the oldest
reductions and waivers before payment by the Funds for fees and expenses for the
current year.

Operating expenses for purposes of the Agreements include the Manager's
management fee but do not include any taxes, interest, brokerage commissions,
Rule 12b-1 fees, expenses incurred in connection with any merger or
reorganization or extraordinary expenses such as litigation.

The Agreements were approved with respect to each Fund by the Boards at
duly called meetings. In considering the Agreements, the Trustees specifically
considered and approved the provision that permits the Manager to seek
reimbursement of any reduction made to its management fee within the three-year
period. The Manager's ability to request reimbursement is subject to various
conditions. First, any reimbursement is subject to a Fund's ability to effect
such reimbursement and remain in compliance with applicable expense limitations
in place at that time. Second, the Manager must specifically request the
reimbursement from the relevant Board. Third, the relevant Board must approve
such reimbursement as appropriate and not inconsistent with the best interests
of the Fund and the shareholders at the time such reimbursement is requested.
Because of these substantial contingencies, the potential reimbursements will be
accounted for as contingent liabilities that are not recordable on the balance
sheet of a Fund until collection is probable; but the full amount of the
potential liability will appear in a footnote to each Fund's financial
statements. At such time as it appears probable that a Fund is able to effect
such reimbursement, that the Manager intends to seek such reimbursement and that
the Board of Trustees has or is likely to approve the payment of such
reimbursement, the amount of the reimbursement will be accrued as an expense of
that Fund for that current period.

B-51

<PAGE>

<TABLE>
As compensation for its investment management services, each of the
following Funds paid the Manager investment advisory fees in the amounts
specified below. Additional investment advisory fees payable under the
Agreements may have instead been waived by the Manager, but may be subject to
reimbursement by the respective Funds as discussed previously.

FUND YEAR OR PERIOD ENDED JUNE 30,
2000 1999 1998
U.S. Equity Funds
<S> <C> <C> <C>
Montgomery Growth Fund $ 5,221,816 $ 8,698,673 $ 12,414,444
Montgomery U.S. Emerging Growth Fund $ 3,596,622 $ 4,867,019 $ 4,997,558
Montgomery Small Cap Fund $ 1,394,554 $ 1,529,933 $ 2,244,080
Montgomery Balanced Fund $ 0+ $ 0+ $ 0+

International & Global Equity Funds
International and Global Equity Funds
Montgomery International Growth Fund $ 2,547,997 $ 2,215,164 $ 626,903
Montgomery International 20 Portfolio $ 11,254 N/A N/A
Montgomery Global Opportunities Fund $ 1,217,984 $ 923,286 $ 833,421
Montgomery Global 20 Portfolio $ 1,588,633 $ 2,118,848 $ 3,130,440
Montgomery Global Long-Short Fund $ 5,942,624 $ 885,497++ $ 63,717*
Montgomery Global Communications Fund $ 5,631,091 $ 3,513,626 $ 2,423,093
Montgomery Emerging Markets Fund $ 4,307,233 $ 4,630,828 $ 11,315,548
Montgomery Emerging Markets 20 Portfolio
(formerly Montgomery Emerging Markets Focus Fund) $ 33,286 $ 7,190++ $ 98,117
Montgomery Emerging Asia Fund $ 719,944 $ 562,967 $ 643,231

U.S. Fixed Income & Money Market Funds
Fixed Income and Money Market Funds
Montgomery Total Return Bond Fund $ 208,255 $ 340,724 $ 386,758
Montgomery Short Duration Government Bond Fund $ 1,308,664 $ 1,019,539 $ 296,242
Montgomery Government Money Market Fund $ 2,082,066 $ 2,230,429 $ 2,147,103
Montgomery California Tax-Free Intermediate Bond Fund $ 305,188 $ 357,085 $ 235,081
Montgomery California Tax-Free Money Fund $ 1,377,534 $ 1,135,573 $ 640,819
Montgomery Federal Tax-Free Money Fund $ 856,614 $ 763,874 $ 783,661

<FN>
* For the fiscal year ended March 31, 1999.

++ For the period of April 1, 1999 through June 30, 1999. The Global Long-Short
Fund changed its fiscal year from March 31 to June 30.

+ Does not include investment advisory fees paid to the underlying Funds.

++ For the period of April 1, 1999 through June 30, 1999, the Emerging Markets
20 Portfolio changed its fiscal year from March 31 to June 30.
</FN>
</TABLE>

The Manager also may act as an investment advisor or administrator to
other persons, entities, and corporations, including other investment companies.
Please refer to the table above, which indicates officers and trustees who are
affiliated persons of the Trusts and who are also affiliated persons of the
Manager.

The Trusts and the Manager have adopted a Code of Ethics pursuant to
Section 17(j) of the Investment Company Act and Rule 17j-1 thereunder. The Code
of Ethics conforms to the provisions of Rule 17j-1 as

B-52

<PAGE>

adopted by the SEC on October 29, 1999. Currently, the Code of Ethics permits
personnel subject to the Code of Ethics to buy and sell securities for their
individual accounts, unless such securities at the time of such purchase or
sale: (i) are being considered for purchase or sale by a client account of the
Manager in the next seven (7) business days; (ii) are being purchased or sold by
a client account of the Manager; or (iii) were purchased or sold by a client
account of the Manager within the most recent seven (7) business days. These
restrictions are not required to be met where the trade in question meets
certain de minimis requirements and is not being purchased or sold by a client
account of the Manager.

The use of the name "Montgomery" by the Trusts and by the Funds is
pursuant to the consent of the Manager, which may be withdrawn if the Manager
ceases to be the Manager of the Funds.

Share Marketing Plan. The Trusts have adopted a Share Marketing Plan
(or Rule 12b-1 Plan) (the "12b-1 Plan") with respect to the Funds pursuant to
Rule 12b-1 under the Investment Company Act. The Distributor serves as the
distribution coordinator under the 12b-1 Plan and, as such, receives any fees
paid by the Funds pursuant to the 12b-1 Plan.

On August 24, 1995, the Board of Trustees of the Trusts, including a
majority of the Trustees who are not interested persons of the Trust and who
have no direct or indirect financial interest in the operation of the 12b-1 Plan
or in any agreement related to the 12b-1 Plan (the "Independent Trustees"), at
their regular quarterly meeting, adopted the 12b-1 Plan for the newly designated
Class P and Class L shares of each Fund. Class R shares are not covered by the
12b-1 Plan. The 12b-1 Plan applies to the Class B and Class C shares of the
Global Long-Short Fund.

Under the 12b-1 Plan, each Fund pays distribution fees to the
Distributor at an annual rate of 0.25% of the Fund's aggregate average daily net
assets attributable to its Class P shares and at an annual rate of 0.75% of the
Fund's aggregate average daily net assets attributable to its Class L shares (or
Class B and Class C shares), respectively, to reimburse the Distributor for its
expenses in connection with the promotion and distribution of those Classes.

The 12b-1 Plan provides that the Distributor may use the distribution
fees received from the Class of the Fund covered by the 12b-1 Plan only to pay
for the distribution expenses of that Class. The 12b-1 Plan reimburses the
Distributor only for expenses incurred.

For the fiscal year ended June 30, 2000, the 12b-1 Plan incurred the
following expenses:

FUND COMPENSATION TO BROKER-DEALERS

Montgomery Growth Fund $918
Montgomery Small Cap Fund $63,656
Montgomery Balanced Fund $1,767
Montgomery International Growth Fund $1,806
Montgomery Global 20 Portfolio $188.21
Montgomery Global Long-Short Fund $247,647
Montgomery Emerging Markets Fund $4,436
Montgomery Short Duration Government Bond Fund $160.53
Montgomery Government Money Market Fund $8,747

B-53

<PAGE>

All 12b-1 Plan expenses were used to compensate broker-dealers who sold
the Funds. Except as described in this Statement of Additional Information, none
of the 12b-1 Plan expenses were used towards advertising, printing/mailing of
prospectuses to other than current shareholders of the Funds, compensation to
underwriters, compensation to sales personnel, interest, carrying or other
financing charges.

Distribution fees are accrued daily and paid monthly, and are charged
as expenses as accrued. To the extent that 12b-1 Plan fees are incurred in
connection with distribution of the shares of more than one Fund, the fees paid
by each such participating Fund may be used to finance the distribution of
another Fund. In such instances, the distribution fees incurred will be
allocated among the participating Funds according to relative net asset size of
the participating Funds.

Shares are not obligated under the 12b-1 Plan to pay any distribution
expense in excess of the distribution fee. Thus, if the 12b-1 Plan were
terminated or otherwise not continued, no amounts (other than current amounts
accrued but not yet paid) would be owed by the Class to the Distributor. As of
June 30, 2000, the total 12b-1 Plan expenses accrued but not paid for The
Montgomery Funds and The Montgomery Funds II were $467.73, which amounted to
0.00% of the Funds' net assets at that time.

The 12b-1 Plan provides that it shall continue in effect from year to
year provided that a majority of the Board of Trustees of the Trust, including a
majority of the Independent Trustees, vote annually to continue the 12b-1 Plan.
The Board determined that there are various anticipated benefits to the Funds
from such continuation, including the likelihood that the Plan will stimulate
sales of shares of the Trusts and assist in increasing the asset base of the
Trusts in the face of competition from a variety of financial products and the
potential advantage to the shareholders of the Trusts of prompt and significant
growth of the asset base of the Trusts, including greater liquidity, more
investment flexibility and achievement of greater economies of scale. The 12b-1
Plan (and any distribution agreement between the Fund, the Distributor or the
Manager and a selling agent with respect to the shares) may be terminated
without penalty upon at least 60-days' notice by the Distributor or the Manager,
or by the Fund by vote of a majority of the Independent Trustees, or by vote of
a majority of the outstanding shares (as defined in the Investment Company Act)
of the Class to which the 12b-1 Plan applies. Neither any "interested person" of
the Trusts (as that term is used under the 1940 Act) nor any trustee of the
Trusts who is not any interested person of the Trusts has any direct or indirect
financial interests in the operation of the 12b-1 Plan.

All distribution fees paid by the Funds under the 12b-1 Plan will be
paid in accordance with Rule 2830 of the NASD Regulation, Inc. Rules of Conduct,
as such Rule may change from time to time. Pursuant to the 12b-1 Plan, the
Boards of Trustees will review at least quarterly a written report of the
distribution expenses incurred by the Manager on behalf of the shares of each
Fund. In addition, as long as the 12b-1 Plan remains in effect, the selection
and nomination of Trustees who are not interested persons (as defined in the
Investment Company Act) of the Trust shall be made by the Trustees then in
office who are not interested persons of the Trust.

Shareholder Services Plan. The Trusts have adopted a Shareholder
Services Plan (the "Services Plan") with respect to the Funds. The Manager (or
its affiliate) serves as the service provider under the Services Plan and, as
such, receives any fees paid by the Funds pursuant to the Services Plan. The
Trusts have not yet implemented the Services Plan for any Fund other than the
Class R shares of the Global Long-Short Fund.

B-54

<PAGE>

On August 24, 1995, the Board of Trustees of the Trusts, including a
majority of the Trustees who are not interested persons of the Trust and who
have no direct or indirect financial interest in the operation of the Services
Plan or in any agreement related to the Services Plan (the "Independent
Trustees"), at their regular quarterly meeting, adopted the Services Plan for
the Class P and Class L shares of each Fund. The Plan was later amended to cover
Class R shares of the Global Long-Short Fund.

Under the Services Plan, the covered shares of each Fund will pay a
continuing service fee to the Manager, the Distributor or other service
providers, in an amount, computed and prorated on a daily basis, equal to 0.25%
per annum of the average daily net assets of the covered shares of each Fund.
Such amounts are compensation for providing certain services to clients owning
those shares of the Funds, including personal services such as processing
purchase and redemption transactions, assisting in change of address requests
and similar administrative details, and providing other information and
assistance with respect to a Fund, including responding to shareholder
inquiries.

The Distributor. Funds Distributor, Inc. (the "Distributor") may
provide certain administrative services to the Funds on behalf of the Manager.
The Distributor will also perform investment banking, investment advisory and
brokerage services for persons other than the Funds, including issuers of
securities in which the Funds may invest. These activities from time to time may
result in a conflict of interests of the Distributor with those of the Funds,
and may restrict the ability of the Distributor to provide services to the
Funds.

Referral Arrangements. The Distributor from time to time compensates
other parties for the solicitation of additional investments by existing
shareholders or new shareholder accounts. No Fund will pay this compensation out
of its assets unless it has adopted a Rule 12b-1 plan. The Distributor pays
compensation only to those who have a written agreement with the Distributor or
the Manager. The only agreement currently in place is with Round Hill
Securities, Inc. ("Round Hill") and relates to a very limited number of its
registered representatives. The Distributor currently pays Round Hill at the
annual rate of 0.25% of average daily assets introduced and maintained in
customer accounts of these representatives. The Distributor also may reimburse
certain solicitation expenses.

The Custodian. The Chase Manhattan Bank (the "Custodian") serves as
principal custodian of the Funds' assets, which are maintained at the
Custodian's office at 4 Chase MetroTech Center, Brooklyn, New York, 11245, and
at the offices of its branches and agencies throughout the world. The Board has
delegated various foreign custody responsibilities to the Custodian, as the
"Foreign Custody Manager" for the Funds to the extent permitted by Rule 17f-5.
The Custodian has entered into agreements with foreign sub-custodians in
accordance with delegation instructions approved by the Board pursuant to Rule
17f-5 under the Investment Company Act. The Custodian, its branches and
sub-custodians generally hold certificates for the securities in their custody,
but may, in certain cases, have book records with domestic and foreign
securities depositories, which in turn have book records with the transfer
agents of the issuers of the securities. Compensation for the services of the
Custodian is based on a schedule of charges agreed on from time to time.

Administrative and Other Services. Montgomery Asset Management, LLC
("MAM") serves as the Administrator to the Funds pursuant to an Administrative
Services Agreement among the Trusts and MAM (the "Agreement"). In approving the
Agreement, the Board of each Trust, including a majority of the independent
Trustees, recognizes that the Agreement involves an affiliate of the Trusts;
however, it has made separate determinations that, among other things, the
nature and quality of the services rendered under the Agreement are at least
equal to the nature and quality of the service that would be provided by an
unaffiliated entity.

B-55

<PAGE>

Subject to the control of the Trusts and the supervision of the Board of each
Trust, the Administrator performs the following types of services for the Funds:
(i) furnish performance, statistical and research data; (ii) prepare and file
various reports required by federal, state and other applicable laws and
regulations; (iii) prepare and print of all documents, prospectuses and reports
to shareholders; (iv) prepare financial statements; (v) prepare agendas, notices
and minutes for each meeting of the Boards; (vi) develop and monitor compliance
procedures; (vii) monitor Blue Sky filings and (viii) manage legal services. For
its services performed under the Agreement, each Fund, with the exception of the
Balanced Fund, pays the Administrator an administrative fee based upon a
percentage of the average daily net assets of each Fund. The fee per Fund varies
from an annual rate of 0.07% to 0.04% depending on the Fund and level of assets.

Chase Global Funds Services Company ("Chase"), 73 Tremont Street,
Boston, Massachusetts 02108, serves as the sub-administrator to the Funds
pursuant to a Mutual Funds Service Agreement (the "Sub-Agreement") between Chase
and MAM. Subject to the control, direction and supervision of MAM and the
Trusts, Chase assists MAM in providing administrative services to the Funds. As
compensation for the services rendered pursuant to the Sub-Agreement, MAM pays
Chase an annual sub-administrative fee based upon a percentage of the average
net assets in the aggregate of the Trusts and The Montgomery Funds III. The
sub-administrative fee is paid monthly for the month or portion of the month
Chase assists MAM in providing administrative services to the Funds. This fee is
based on all assets of the Trusts and related trusts or funds and is equal to an
annual rate of 0.01625% of the first $3 billion, plus 0.0125% of the next $2
billion and 0.0075% of amounts over $5 billion. The sub-administrative fee paid
to Chase is paid from the administrative fees paid to MAM by the Funds. Chase
succeeded First Data Corporation as sub-administrator.

Chase also serves as Fund Accountant to the Trusts pursuant to Mutual
Funds Service Agreements ("Fund Accounting Agreement") entered into between each
Trust and Chase on May 3, 1999. By entering into the Fund Accounting Agreement,
Chase also succeeds First Data Corporation as Fund Accountant to the Trusts. As
Fund Accountant, Chase provides the Trusts with various services, including, but
are not limited to: (i) maintaining the books and records for the Funds' assets,
(ii) calculating net asset values of the Funds, (iii) accounting for dividends
and distributions made by the Funds, and (iv) assisting the Funds' independent
auditors with respect to the annual audit. This fee is based on all assets of
the Trusts and related trusts or funds and is equal to an annual rate of
0.04875% of the first $3 billion, plus 0.0375% of the next $2 billion and
0.0225% of amounts over $5 billion.

<TABLE>

The table below provides information on the administrative and
accounting fees paid over the past three fiscal years (or shorter period of
operations).

<CAPTION>
Administrative Fees Paid Fund Accounting Fees Paid
for year ended June 30, for period ended June 30,
FUND 2000 1999 1998 2000 1999 1998

U.S. Equity Funds

<S> <C> <C> <C> <C> <C> <C>
Montgomery Growth Fund $365,554 $596,578 $868,583 $307,401 $343,900 $375,344

Montgomery U.S. Emerging Growth Fund $184,611 $244,217 $250,482 $162,692 $123,298 $112,317

Montgomery Small Cap Fund $97,619 $107,095 $157,086 $82,044 $56,198 $67,348

Montgomery Balanced Fund # -- -- -- $33,173 $14,323 $10,235

B-56

<PAGE>

International and Global Equity Funds

Montgomery International Growth Fund $151,955 $128,893 $29,195 $117,301 $110,827 $26,492

Montgomery International 20 Portfolio** $716 N/A N/A $492 N/A N/A

Montgomery Global Opportunities Fund $55,473 $40,303 $34,872 $25,421 $34,332 $34,601

Montgomery Global 20 Portfolio $88,963 $118,656 $169,530 $82,718 $98,812 $161,222

Montgomery Global Long-Short Fund $268,678 $31,290+ $38,828*** $254,081 $27,883+ --

Montgomery Global Communications Fund $325,425 $198,318 $127,310 $246,157 $169,391 $118,147

Montgomery Emerging Markets Fund $222,101 $265,350 $666,433 $167,006 $269,638 $640,146

Montgomery Emerging Markets 20 Portfolio++ $2,120 $6,229 $238 $37,091 $281 N/A

Montgomery Emerging Asia Fund** $27,497 $22,722 $30,353 $24,371 $21,080 $26,355

Fixed Income and Money Market Funds

Montgomery Total Return Bond Fund** $15,780 $30,298 $38,676 $20,497 $27,733 $21,399

Montgomery Short Duration Government Bond Fund $84,664 $64,534 $26,924 $88,599 $47,513 $17,363

Montgomery Government Money Market Fund $291,413 $321,086 $283,260 $301,006 $341,653 $209,006

Montgomery California Tax-Free Intermediate Bond Fund $17,055 $20,231 $14,557 $22,417 $17,029 $8,698

Montgomery California Tax-Free Money Fund $163,417 $122,096 $88,361 $178,002 $89,625 $52,914

Montgomery Federal Tax-Free Money Fund*** $74,889 $62,270 $62,064 $72,709 $44,264 $37,807

<FN>
** Montgomery International 20 Portfolio commenced operations on December
31, 1999, Montgomery Emerging Asia Fund commenced operations on September
30, 1996, Montgomery Total Return Bond Fund commenced operations on June
30, 1997 and Montgomery Federal Tax-Free Money Fund commenced operations
on July 15, 1996.

*** Montgomery Global Long-Short Fund commenced operations on December 31,
1997. The fees noted in the table are as of fiscal year end March 31,
1999. The Montgomery Global Long-Short Fund changed its fiscal year end
from March 31 to June 30.

+ For the period April 1, 1999 to June 30, 1999.

++ The administrative fee noted in the table is as of fiscal year end March
31, 1998. The Montgomery Emerging Markets 20 Portfolio changed its fiscal
year end from March 31 to June 30.
</FN>
</TABLE>

EXECUTION OF PORTFOLIO TRANSACTIONS

In all purchases and sales of securities for the Funds, the primary
consideration is to obtain the most favorable price and execution available. The
Manager determines which securities are to be purchased and sold by the Funds
and which broker-dealers are eligible to execute the Funds' portfolio
transactions, subject to the instructions of, and review by, the Funds and their
Boards. Purchases and sales of securities within the U.S. other than on a
securities exchange will generally be executed directly with a "market-maker"
unless, in the opinion of the Manager or a Fund, a better price and execution
can otherwise be obtained by using a broker for the transaction.

The International and Global Equity Funds contemplate purchasing most
equity securities directly in the securities markets located in emerging or
developing countries or in the over-the-counter markets. A Fund purchasing ADRs
and EDRs may purchase those listed on stock exchanges, or traded in the
over-the-counter markets in the U.S. or Europe, as the case may be. ADRs, like
other securities traded in the U.S., will be subject to negotiated commission
rates. The foreign and domestic debt securities and money market instruments in
which a Fund may invest may be traded in the over-the-counter markets.

B-57

<PAGE>

Purchases of portfolio securities for the Funds also may be made
directly from issuers or from underwriters. Where possible, purchase and sale
transactions will be effected through dealers (including banks) which specialize
in the types of securities which the Funds will be holding, unless better
executions are available elsewhere. Dealers and underwriters usually act as
principals for their own account. Purchases from underwriters will include a
concession paid by the issuer to the underwriter and purchases from dealers will
include the spread between the bid and the asked price. If the execution and
price offered by more than one dealer or underwriter are comparable, the order
may be allocated to a dealer or underwriter that has provided research or other
services as discussed below.

In placing portfolio transactions, the Manager will use its best
efforts to choose a broker-dealer capable of providing the services necessary
generally to obtain the most favorable price and execution available. The full
range and quality of services available will be considered in making these
determinations, such as the firm's ability to execute trades in a specific
market required by a Fund, such as in an emerging market, the size of the order,
the difficulty of execution, the operational facilities of the firm involved,
the firm's risk in positioning a block of securities, and other factors.

Provided the Trusts' officers are satisfied that the Funds are
receiving the most favorable price and execution available, the Manager may also
consider the sale of the Funds' shares as a factor in the selection of
broker-dealers to execute their portfolio transactions. The placement of
portfolio transactions with broker-dealers who sell shares of the Funds is
subject to rules adopted by NASD Regulation, Inc.

While the Funds' general policy is to seek first to obtain the most
favorable price and execution available, in selecting a broker-dealer to execute
portfolio transactions, weight may also be given to the ability of a
broker-dealer to furnish brokerage, research and statistical services to the
Funds or to the Manager, even if the specific services were not imputed just to
the Funds and may be lawfully and appropriately used by the Manager in advising
other clients. The Manager considers such information, which is in addition to,
and not in lieu of, the services required to be performed by it under the
Agreement, to be useful in varying degrees, but of indeterminable value. In
negotiating any commissions with a broker or evaluating the spread to be paid to
a dealer, a Fund may therefore pay a higher commission or spread than would be
the case if no weight were given to the furnishing of these supplemental
services, provided that the amount of such commission or spread has been
determined in good faith by that Fund and the Manager to be reasonable in
relation to the value of the brokerage and/or research services provided by such
broker-dealer, which services either produce a direct benefit to that Fund or
assist the Manager in carrying out its responsibilities to that Fund. The
standard of reasonableness is to be measured in light of the Manager's overall
responsibilities to the Funds. The Boards review all brokerage allocations where
services other than best price and execution capabilities are a factor to ensure
that the other services provided meet the criteria outlined above and produce a
benefit to the Funds.

Investment decisions for a Fund are made independently from those of
other client accounts of the Manager or its affiliates, and suitability is
always a paramount consideration. Nevertheless, it is possible that at times the
same securities will be acceptable for one or more Funds and for one or more of
such client accounts. The Manager and its personnel may have interests in one or
more of those client accounts, either through direct investment or because of
management fees based on gains in the account. The Manager has adopted
allocation procedures to ensure the fair allocation of securities and prices
between the Funds and the Manager's various other accounts. These procedures
emphasize the desirability of bunching trades and price averaging (see below) to
achieve objective fairness among clients advised by the same portfolio manager
or portfolio team. Where

B-58

<PAGE>

trades cannot be bunched, the procedures specify alternatives designed to ensure
that buy and sell opportunities are allocated fairly and that, over time, all
clients are treated equitably. The Manager's trade allocation procedures also
seek to ensure reasonable efficiency in client transactions, and they provide
portfolio managers with reasonable flexibility to use allocation methodologies
that are appropriate to their investment discipline on client accounts.

To the extent any of the Manager's client accounts and a Fund seek to
acquire the same security at the same general time (especially if that security
is thinly traded or is a small-cap stock), that Fund may not be able to acquire
as large a portion of such security as it desires, or it may have to pay a
higher price or obtain a lower yield for such security. Similarly, a Fund may
not be able to obtain as high a price for, or as large an execution of, an order
to sell any particular security at the same time. If one or more of such client
accounts simultaneously purchases or sells the same security that a Fund is
purchasing or selling, each day's transactions in such security generally will
be allocated between that Fund and all such client accounts in a manner deemed
equitable by the Manager, taking into account the respective sizes of the
accounts, the amount being purchased or sold and other factors deemed relevant
by the Manager. In many cases, a Funds' transactions are bunched with the
transactions for other client accounts. It is recognized that in some cases this
system could have a detrimental effect on the price or value of the security
insofar as that Fund is concerned. In other cases, however, it is believed that
the ability of the Fund to participate in volume transactions may produce better
executions for that Fund.

Other than for the Global Long-Short Fund and the Fixed-Income and
Money Market Funds, the Manager's sell discipline for investments in issuers is
based on the premise of a long-term investment horizon; however, sudden changes
in valuation levels arising from, for example, new macroeconomic policies,
political developments, and industry conditions could change the assumed time
horizon. Liquidity, volatility, and overall risk of a position are other factors
considered by the Manager in determining the appropriate investment horizon.

For each Fund, sell decisions at the country level are dependent on the
results of the Manager's asset allocation model. Some countries impose
restrictions on repatriation of capital and/or dividends which would lengthen
the Manager's assumed time horizon in those countries. In addition, the rapid
pace of privatization and initial public offerings creates a flood of new
opportunities which must continually be assessed against current holdings.

At the company level, sell decisions are influenced by a number of
factors including current stock valuation relative to the estimated fair value
range, or a high P/E relative to expected growth. Negative changes in the
relevant industry sector, or a reduction in international competitiveness and a
declining financial flexibility may also signal a sell.

<TABLE>

For the year ended June 30, 2000, the Funds' total securities
transactions generated commissions of $29,866,601, of which $367,535 was paid to
Banc of America Securities (formerly Nationsbanc Montgomery Securities). For the
year ended June 30, 1999, the Funds total securities transactions generated
commissions of $21,104,996, none of which $138,717 was paid to Banc of America
Securities. For the year ended June 30, 1998, the Funds' total securities
transactions generated commissions of $21,476,442, of which $27,015 was paid to
Banc of America Securities. For the three fiscal years ended June 30, 2000, the
Funds' securities transactions generated commissions of:

B-59

<PAGE>
<CAPTION>
Fund Commissions for fiscal year ended:
June 30, 1998 June 30, 1999 June 30, 2000

<S> <C> <C> <C>
Montgomery Growth Fund $2,798,653 $3,466,343 $1,822,235
Montgomery U.S. Emerging Growth Fund $1,209,313 $1,488,439 $1,422,070
Montgomery Small Cap Fund $1,416,883 $1,204,127 $1,030,319
Montgomery Balanced Fund $ 0+ $ 0+ $ 0+
Montgomery International Growth Fund $ 332,532 $2,028,321 $3,060,175++
Montgomery International 20 Portfolio N/A N/A $ 19,715
Montgomery Global Opportunities Fund $ 532,520 $ 822,932 $ 918,988
Montgomery Global 20 Portfolio $2,040,486 $1,878,608 $1,557,214
Montgomery Global Long-Short Fund N/A* $2,145,574 $9,027,765
Montgomery Global Communications Fund $1,370,035 $2,343,249 $5,404,128
Montgomery Emerging Markets Fund $9,442,852 $4,321,947 $3,871,486
Montgomery Emerging Markets 20 Portfolio (formerly Montgomery Emerging $ 8,616 $ 7,190++ $ 83,104
Markets Focus Fund)
Montgomery Emerging Asia Fund $ 675,563 $ 931,870 $ 505,517

<FN>
* For the period ended March 31, 1998.

+ Does not include commissions paid to the Underlying Funds as well as $43,885
of brokerage commissions attributable to the Montgomery Equity Income Fund
which was reorganized as an underlying Fund of the Balanced Fund on April 5,
2000.

++ For the 15-month period ended June 30, 1999. The Emerging Markets 20
Portfolio changed its fiscal year end from March 31 to June 30.

++ Includes $222,860 of brokerage commissions attributable to the Montgomery
International Small Cap Fund, which was reorganized into the Montgomery
International Growth Fund on April 5, 2000.
</FN>
</TABLE>

The Funds do not direct brokerage or effect securities transactions
through brokers in accordance with any formula, nor do they effect securities
transactions through such brokers solely for selling shares of the Funds.
However, brokers who execute brokerage transactions as described above may from
time to time effect purchases of shares of the Funds for their customers.

Depending on the Manager's view of market conditions, a Fund may or may
not purchase securities with the expectation of holding them to maturity,
although its general policy is to hold securities to maturity. A Funds may,
however, sell securities prior to maturity to meet redemptions or as a result of
a revised management evaluation of the issuer.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Each Trust reserves the right in its sole discretion to (i) suspend the
continued offering of its Funds' shares, and (ii) reject purchase orders in
whole or in part when in the judgment of the Manager or the Distributor such
suspension or rejection is in the best interest of a Fund.

When in the judgment of the Manager it is in the best interests of a
Fund, an investor may purchase shares of that Fund by tendering payment in-kind
in the form of securities, provided that any such tendered securities are
readily marketable (e.g., the Funds will not acquire restricted securities),
their acquisition is consistent with that Fund's investment objective and
policies, and the tendered securities are otherwise acceptable to that Fund's
Manager. Such securities are acquired by that Fund only for the purpose of
investment and not for resale. For the purposes of sales of shares of that Fund
for such securities, the tendered securities shall be valued at the identical
time and in the identical manner that the portfolio securities of that Fund are

B-60

<PAGE>

valued for the purpose of calculating the net asset value of that Fund's shares.
A shareholder who purchases shares of a Fund by tendering payment for the shares
in the form of other securities may be required to recognize gain or loss for
income tax purposes on the difference, if any, between the adjusted basis of the
securities tendered to the Fund and the purchase price of the Fund's shares
acquired by the shareholder.

As noted in the Prospectus, the deadline for receipt of purchase orders
for the Money Market Funds is 12 noon Eastern time on days the Money Market
Funds calculate their net asset value. Orders received by that deadline will be
eligible to accrue any dividend paid for the day of investment. The Money Market
Funds reserve the right to extend that daily purchase order deadline (such as to
4:00 P.M. Eastern time like the other Funds). A later deadline would mean that
it could not be possible for purchase orders to accrue any dividend for the day
on which an investment is made.

Payments to shareholders for shares of a Fund redeemed directly from
that Fund will be made as promptly as possible but no later than three days
after receipt by the Transfer Agent of the written request in proper form, with
the appropriate documentation as stated in the Prospectus, except that a Fund
may suspend the right of redemption or postpone the date of payment during any
period when (i) trading on the New York Stock Exchange ("NYSE") is restricted as
determined by the SEC or the NYSE is closed for other than weekends and
holidays; (ii) an emergency exists as determined by the SEC (upon application by
a Fund pursuant to Section 22(e) of the Investment Company Act) making disposal
of portfolio securities or valuation of net assets of a Fund not reasonably
practicable; or (iii) for such other period as the SEC may permit for the
protection of the Fund's shareholders.

The Funds intend to pay cash (U.S. dollars) for all shares redeemed,
but, under abnormal conditions that make payment in cash unwise, the Funds may
make payment partly in their portfolio securities with a current amortized cost
or market value, as appropriate, equal to the redemption price. Although the
Funds do not anticipate that they will make any part of a redemption payment in
securities, if such payment were made, an investor may incur brokerage costs in
converting such securities to cash. The Trusts have elected to be governed by
the provisions of Rule 18f-1 under the Investment Company Act, which require
that the Funds pay in cash all requests for redemption by any shareholder of
record limited in amount, however, during any 90-day period to the lesser of
$250,000 or 1% of the value of the Trust's net assets at the beginning of such
period.

The value of shares on redemption or repurchase may be more or less
than the investor's cost, depending upon the market value of a Fund's portfolio
securities at the time of redemption or repurchase.

Retirement Plans. Shares of the Taxable Funds are available for
purchase by any retirement plan, including Keogh plans, 401(k) plans, 403(b)
plans and individual retirement accounts ("IRAs").

For individuals who wish to purchase shares of the Taxable Funds
through an IRA, there is available through these Funds a prototype individual
retirement account and custody agreement. The custody agreement provides that
DST Systems, Inc. will act as custodian under the plan, and will furnish
custodial services for an annual maintenance fee per participating account of
$10. (These fees are in addition to the normal custodian charges paid by these
Funds and will be deducted automatically from each Participant's account.) For
further details, including the right to appoint a successor custodian, see the
plan and custody agreements and the IRA Disclosure Statement as provided by
these Funds. An IRA that invests in shares of these Funds may also be used by
employers who have adopted a Simplified Employee Pension Plan. Individuals or
employers who wish

B-61

<PAGE>

to invest in shares of a Fund under a custodianship with another bank or trust
company must make individual arrangements with such institution. Information
about Roth IRAs is also available from those materials.

It is advisable for an investor considering the funding of any
retirement plan to consult with an attorney or to obtain advice from a competent
retirement plan consultant with respect to the requirements of such plans and
the tax aspects thereof.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of a Fund is calculated as follows: all
liabilities incurred or accrued are deducted from the valuation of total assets,
which includes accrued but undistributed income; the resulting net assets are
divided by the number of shares of that Fund outstanding at the time of the
valuation and the result (adjusted to the nearest cent) is the net asset value
per share.

As noted in the Prospectus, the net asset value of shares of the Funds
generally will be determined at least once daily as of 4:00 P.M. (12:00 noon for
the Money Market Funds), Eastern time (or earlier when trading closes earlier),
on each day the NYSE is open for trading (except national bank holidays for the
Fixed-Income Funds). It is expected that the NYSE will be closed on Saturdays
and Sundays and for New Year's Day, Martin Luther King Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas. The national bank holidays also include: Columbus Day and Veterans'
Day. The Funds may, but do not expect to, determine the net asset values of
their shares on any day when the NYSE is not open for trading if there is
sufficient trading in their portfolio securities on such days to affect
materially per-share net asset value.

Generally, trading in and valuation of foreign securities is
substantially completed each day at various times prior to the close of the
NYSE. In addition, trading in and valuation of foreign securities may not take
place on every day in which the NYSE is open for trading. Furthermore, trading
takes place in various foreign markets on days in which the NYSE is not open for
trading and on which the Funds' net asset values are not calculated.
Occasionally, events affecting the values of such securities in U.S. dollars on
a day on which a Fund calculates its net asset value may occur between the times
when such securities are valued and the close of the NYSE that will not be
reflected in the computation of that Fund's net asset value unless the Board or
its delegates deem that such events would materially affect the net asset value,
in which case an adjustment would be made.

Generally, the Funds' investments are valued at market value or, in the
absence of a market value, at fair value as determined in good faith by the
Manager and the Trust's Pricing Committee pursuant to procedures approved by or
under the direction of the Boards.

The Funds' equity securities, including ADRs, EDRs and GDRs, which are
traded on securities exchanges are valued at the last sale price on the exchange
on which such securities are traded, as of the close of business on the day the
securities are being valued or, lacking any reported sales, at the mean between
the last available bid and asked price. Equity securities that are traded on
more than one exchange are valued on the exchange determined by the Manager to
be the primary market. Securities traded in the over-the-counter market are
valued at the mean between the last available bid and asked price prior to the
time of valuation. Securities and assets for which market quotations are not
readily available (including restricted securities which are

B-62

<PAGE>

subject to limitations as to their sale) are valued at fair value as determined
in good faith by or under the direction of the Boards.

Short-term debt obligations with remaining maturities in excess of 60
days are valued at current market prices, as discussed above. Short-term
securities with 60 days or less remaining to maturity are, unless conditions
indicate otherwise, amortized to maturity based on their cost to a Fund if
acquired within 60 days of maturity or, if already held by a Fund on the 60th
day, based on the value determined on the 61st day.

Corporate debt securities, U.S. government securities, mortgage-related
securities and asset-backed fixed-income securities held by the Funds are valued
on the basis of valuations provided by dealers in those instruments, by an
independent pricing service, or at fair value as determined in good faith by
procedures approved by the Boards. Any such pricing service, in determining
value, will use information with respect to transactions in the securities being
valued, quotations from dealers, market transactions in comparable securities,
analyses and evaluations of various relationships between securities and
yield-to-maturity information.

An option that is written by a Fund is generally valued at the last
sale price or, in the absence of the last sale price, the last offer price. An
option that is purchased by a Fund is generally valued at the last sale price
or, in the absence of the last sale price, the mean between the last bid and
asked prices. The value of a futures contract equals the unrealized gain or loss
on the contract that is determined by marking the contract to the current
settlement price for a like contract on the valuation date of the futures
contract if the securities underlying the futures contract experience
significant price fluctuations after the determination of the settlement price.
When a settlement price cannot be used, futures contracts will be valued at
their fair market value as determined by or under the direction of the Boards.

If any securities held by a Fund are restricted as to resale or do not
have readily available market quotations, the Manager and the Trusts' Pricing
Committees determine their fair value, following procedures approved by the
Boards. The Trustees periodically review such valuations and valuation
procedures. The fair value of such securities is generally determined as the
amount which a Fund could reasonably expect to realize from an orderly
disposition of such securities over a reasonable period of time. The valuation
procedures applied in any specific instance are likely to vary from case to
case. However, consideration is generally given to the financial position of the
issuer and other fundamental analytical data relating to the investment and to
the nature of the restrictions on disposition of the securities (including any
registration expenses that might be borne by a Fund in connection with such
disposition). In addition, specific factors are also generally considered, such
as the cost of the investment, the market value of any unrestricted securities
of the same class (both at the time of purchase and at the time of valuation),
the size of the holding, the prices of any recent transactions or offers with
respect to such securities and any available analysts' reports regarding the
issuer.

Any assets or liabilities initially expressed in terms of foreign
currencies are translated into U.S. dollars at the official exchange rate or,
alternatively, at the mean of the current bid and asked prices of such
currencies against the U.S. dollar last quoted by a major bank that is a regular
participant in the foreign exchange market or on the basis of a pricing service
that takes into account the quotes provided by a number of such major banks. If
neither of these alternatives is available or both are deemed not to provide a
suitable methodology for converting a foreign currency into U.S. dollars, the
Boards in good faith will establish a conversion rate for such currency.

B-63

<PAGE>

All other assets of the Funds are valued in such manner as the Boards
in good faith deem appropriate to reflect their fair value.

The Money Market Funds value their portfolio instruments at amortized
cost, which means that securities are valued at their acquisition cost, as
adjusted for amortization of premium or discount, rather than at current market
value. Calculations are made at least weekly to compare the value of these
Funds' investments valued at amortized cost with market values. Market
valuations are obtained by using actual quotations provided by market makers,
estimates of market value, or values obtained from yield data relating to
classes of money market instruments published by reputable sources at the mean
between the bid and asked prices for the instruments. The amortized cost method
of valuation seeks to maintain a stable $1.00 per-share net asset value even
where there are fluctuations in interest rates that affect the value of
portfolio instruments. Accordingly, this method of valuation can in certain
circumstances lead to a dilution of shareholders' interest. If a deviation of
0.50% or more were to occur between the net asset value per share calculated by
reference to market values and these Fund's $1.00 per-share net asset value, or
if there were any other deviation which the Board of Trustees believed would
result in a material dilution to shareholders or purchasers, the Board would
promptly consider what action, if any, should be initiated. If these Funds'
per-share net asset values (computed using market values) declined, or were
expected to decline, below $1.00 (computed using amortized cost), the Board
might temporarily reduce or suspend dividend payments or take other action in an
effort to maintain the net asset value at $1.00 per share. As a result of such
reduction or suspension of dividends or other action by the Board, an investor
would receive less income during a given period than if such a reduction or
suspension had not taken place. Such action could result in investors receiving
no dividend for the period during which they hold their shares and receiving,
upon redemption, a price per share lower than that which they paid. On the other
hand, if these Funds' per-share net asset values (computed using market values)
were to increase, or were anticipated to increase, above $1.00 (computed using
amortized cost), the Board might supplement dividends in an effort to maintain
the net asset value at $1.00 per share.

PRINCIPAL UNDERWRITER

The Distributor, Funds Distributor, Inc., 60 State Street, Suite 1300,
Boston, Massachusetts 02109, also acts as the Funds' principal underwriter in a
continuous public offering of the Funds' shares. The Distributor is currently
registered as a broker-dealer with the SEC and in all 50 states, is a member of
most of the principal securities exchanges in the U.S., and is a member of the
National Association of Securities Dealers, Inc. The Underwriting Agreement
between each Fund and the Distributor is in effect for each Fund for the same
periods as the Agreements, and shall continue in effect thereafter for periods
not exceeding one year if approved at least annually by (i) the appropriate
Board or the vote of a majority of the outstanding securities of that Fund (as
defined in the Investment Company Act), and (ii) a majority of the Trustees who
are not interested persons of any such party, in each case by a vote cast in
person at a meeting called for the purpose of voting on such approval. The
Underwriting Agreement with respect to each Fund may be terminated without
penalty by the parties thereto upon 60 days' written notice and is automatically
terminated in the event of its assignment as defined in the Investment Company
Act. There are no underwriting commissions paid with respect to sales of the
Funds' shares. The Principal Underwriter has not been paid any underwriting
commissions for underwriting securities of the Funds during each of the Funds'
last three fiscal years.

B-64

<PAGE>

PERFORMANCE INFORMATION

As noted in the Prospectus, the Funds may, from time to time, quote
various performance figures in advertisements and other communications to
illustrate their past performance. Performance figures will be calculated
separately for different classes of shares.

The Money Market Funds. Current yield reflects the interest income per
share earned by these Funds' investments. Current yield is computed by
determining the net change, excluding capital changes, in the value of a
hypothetical pre-existing account having a balance of one share at the beginning
of a seven-day period, subtracting a hypothetical charge reflecting deductions
from shareholder accounts, and dividing the difference by the value of the
account at the beginning of the base period to obtain the base period return,
and then annualizing the result by multiplying the base period return by
(365/7).

Effective yield is computed in the same manner except that the
annualization of the return for the seven-day period reflects the results of
compounding by adding 1 to the base period return, raising the sum to a power
equal to 365 divided by 7, and subtracting 1 from the result. This figure is
obtained using the Securities and Exchange Commission formula:

Effective Yield = [(Base Period Return + 1)365/7] - 1

The Total Return Bond Fund, the Short Bond Fund and the California
Intermediate Bond Fund. These Funds' 30-day yield figure described in the
Prospectus is calculated according to a formula prescribed by the SEC, expressed
as follows:

YIELD = 2[(1+[a-b]/cd)6 - 1]

Where: a = dividends and interest earned during
the period.

b = expenses accrued for the period (net
of reimbursement).

c = the average daily number of shares
outstanding during the period that
were entitled to receive dividends.

d = the maximum offering price per share
on the last day of the period.

For the purpose of determining the interest earned (variable "a" in the
formula) on debt obligations that were purchased by these Funds at a discount or
premium, the formula generally calls for amortization of the discount or
premium; the amortization schedule will be adjusted monthly to reflect changes
in the market values of the debt obligations.

Investors should recognize that, in periods of declining interest
rates, these Funds' yields will tend to be somewhat higher than prevailing
market rates and, in periods of rising interest rates, will tend to be somewhat
lower. In addition, when interest rates are falling, monies received by these
Funds from the continuous sale of their shares will likely be invested in
instruments producing lower yields than the balance of their portfolio of
securities, thereby reducing the current yield of these Funds. In periods of
rising interest rates, the opposite result can be expected to occur.

B-65

<PAGE>

The Tax-Free Funds. A tax equivalent yield demonstrates the taxable
yield necessary to produce an after-tax yield equivalent to that of a fund that
invests in tax-exempt obligations. The tax equivalent yield for one of the
Tax-Free Funds is computed by dividing that portion of the current yield (or
effective yield) of the Tax-Free Fund (computed for the Fund as indicated above)
that is tax exempt by one minus a stated income tax rate and adding the quotient
to that portion (if any) of the yield of the Fund that is not tax exempt. In
calculating tax equivalent yields for the California Intermediate Bond and
California Money Funds, these Funds assume an effective tax rate (combining
federal and California tax rates) of 45.22%, based on a California tax rate of
9.3% combined with a 39.6% federal tax rate. The Federal Money Fund assumes a
federal tax rate of 39.6% The effective rate used in determining such yield does
not reflect the tax costs resulting from the loss of the benefit of personal
exemptions and itemized deductions that may result from the receipt of
additional taxable income by taxpayers with adjusted gross incomes exceeding
certain levels. The tax equivalent yield may be higher than the rate stated for
taxpayers subject to the loss of these benefits.

<TABLE>

Yields. The yields for the indicated periods ended June 30, 2000, were as follows:

<CAPTION>
TAX-EQUIV. TAX-EQUIV.
EFFECTIVE CURRENT EFFECTIVE CURRENT TAX-EQUIV.
FUND YIELD YIELD YIELD* YIELD* YIELD YIELD*
(7-DAY) (7-DAY) (7-DAY) (7-DAY) (30-DAY) (30-DAY)

<S> <C> <C> <C> <C> <C> <C>
Montgomery Total Return Bond Fund N/A N/A N/A N/A 6.50% N/A

Montgomery Short Duration Government
Bond Fund N/A N/A N/A N/A 6.20% N/A

Montgomery Government Money Market Fund 6.22 6.42% N/A N/A N/A N/A

Montgomery California Tax-Free Intermediate
Bond Fund N/A N/A N/A N/A 4.25% 4.33%

Montgomery California Tax-Free Money Fund 3.55% 3.61% 6.48% 6.59% N/A N/A

Montgomery Federal Tax-Free Money Fund 3.97% 4.05% 7.25% 7.39% N/A N/A

</TABLE>

o Calculated using a combined federal and California income tax rate of
45.22% for the California Funds and a federal rate of 39.6% for the
Federal Money Fund.

Average Annual Total Return. Total return may be stated for any
relevant period as specified in the advertisement or communication. Any
statements of total return for a Fund will be accompanied by information on that
Fund's average annual compounded rate of return over the most recent four
calendar quarters and the period from that Fund's inception of operations. The
Funds may also advertise aggregate and average total return information over
different periods of time. A Fund's "average annual total return" figures are
computed according to a formula prescribed by the SEC expressed as follows:

P(1 + T)n = ERV
Where: P = a hypothetical initial payment of
$1,000.
T = average annual total return.
n = number of years.
ERV = Ending Redeemable Value of a
hypothetical $1,000 investment made
at the beginning of a 1-, 5- or
10-year period at the end of each
respective period (or fractional
portion thereof), assuming
reinvestment of all

B-66

<PAGE>

dividends and distributions and
complete redemption of the
hypothetical investment at the end
of the measuring period.

Aggregate Total Return. A Fund's "aggregate total return" figures
represent the cumulative change in the value of an investment in that Fund for
the specified period and are computed by the following formula:

ERV - P
-------
P
Where: P = a hypothetical initial payment of
$1,000.
ERV = Ending Redeemable Value of a
hypothetical $1,000 investment made
at the beginning of a l-, 5- or
10-year period at the end of a l-,
5- or 10-year period (or fractional
portion thereof), assuming
reinvestment of all dividends and
distributions and complete
redemption of the hypothetical
investment at the end of the
measuring period.

Each Fund's performance will vary from time to time depending upon
market conditions, the composition of its portfolio and its operating expenses.
Consequently, any given performance quotation should not be considered
representative of that Fund's performance for any specified period in the
future. In addition, because performance will fluctuate, it may not provide a
basis for comparing an investment in that Fund with certain bank deposits or
other investments that pay a fixed yield for a stated period of time. Investors
comparing that Fund's performance with that of other investment companies should
give consideration to the quality and maturity of the respective investment
companies' portfolio securities.

<TABLE>

The average annual total return for each Fund for the periods indicated
was as follows:

<CAPTION>
YEAR 5-YEARS INCEPTION*
FUND ENDED ENDED THROUGH
JUNE 30, 2000 JUNE 30, 2000 JUNE 30, 2000
<S> <C> <C> <C>
Montgomery Growth Fund 0.47% 14.57% 18.78%
Montgomery U.S. Emerging Growth Fund 42.46% 20.12% 21.08%
Montgomery Small Cap Fund 34.12% 18.70% 19.27%
Montgomery Balanced Fund 1.62% 13.13% 16.29%
Montgomery International Growth Fund 10.16% N/A 16.15%
Montgomery International 20 Portfolio 0.10% N/A 0.10%
Montgomery Global Opportunities Fund 21.46% 22.22% 18.38%
Montgomery Global 20 Portfolio 17.14% N/A 23.08%
Montgomery Global Long-Short Fund 67.54% N/A 66.32%
Montgomery Global Communications Fund 51.53% 31.20% 25.52%
Montgomery Emerging Markets Fund 17.58% (0.93)% 3.69%
Montgomery Emerging Markets 20 Portfolio (formerly Montgomery Emerging 27.91% N/A 24.17%
Markets Focus Fund)
Montgomery Emerging Asia Fund (12.56)% N/A (0.11)%
Montgomery Total Return Bond Fund 4.96% N/A 6.30%
Montgomery Short Duration Government Bond Fund 4.86% 5.74% 5.49%

B-67

<PAGE>

YEAR 5-YEARS INCEPTION*
FUND ENDED ENDED THROUGH
JUNE 30, 2000 JUNE 30, 2000 JUNE 30, 2000

Montgomery California Tax-Free Intermediate Bond Fund 3.71% 5.02% 4.53%

<FN>
----------------
* Total return for periods of less than one year are aggregate, not annualized,
return figures. The dates of inception for the Funds were:
</FN>
</TABLE>

Growth Fund, September 30, 1993; U.S. Emerging Growth Fund, December
30, 1994; Small Cap Fund, July 13, 1990; Balanced Fund, March 31, 1994;
International Growth Fund, June 30, 1995; International 20 Portfolio,
December 31, 1999; Global Opportunities Fund, September 30, 1993;
Global 20 Portfolio, October 27, 1995; Global Long-Short Fund, December
31, 1997; Global Communications Fund, June 1, 1993; Emerging Markets
Fund, March 1, 1992; Emerging Markets 20 Portfolio (formerly Emerging
Markets Focus Fund, December 31, 1997; Emerging Asia Fund, September
30, 1996; Total Return Bond Fund, June 30, 1997; Short Duration
Government Bond Fund, December 18, 1992; Government Money Fund,
September 14, 1992; California Intermediate Bond Fund, July 1, 1993;
California Tax-Free Money Fund, September 30, 1994; and Federal
Tax-Free Money Fund, June 30, 1996.

Comparisons. To help investors better evaluate how an investment in the
Funds might satisfy their investment objectives, advertisements and other
materials regarding the Funds may discuss various financial publications.
Materials may also compare performance (as calculated above) to performance as
reported by other investments, indices, and averages. Publications, indices and
averages, including but not limited to, the following may be used in discussion
of a Fund's performance or the investment opportunities it may offer:

a) Standard & Poor's 500 Composite Stock Index, one or more of
the Morgan Stanley Capital International Indices, and one or
more of the International Finance Corporation Indices.

b) Bank Rate Monitor--A weekly publication which reports various
bank investments, such as certificate of deposit rates,
average savings account rates and average loan rates.

c) Lipper Mutual Fund Performance Analysis and Lipper Fixed
Income Fund Performance Analysis--A ranking service that
measures total return and average current yield for the mutual
fund industry and ranks individual mutual fund performance
over specified time periods assuming reinvestment of all
distributions, exclusive of any applicable sales charges.

d) Donoghue's Money Fund Report--Industry averages for 7-day
annualized and compounded yields of taxable, tax-free, and
government money funds.

e) Salomon Brothers Bond Market Roundup--A weekly publication
which reviews yield spread changes in the major sectors of the
money, government agency, futures, options, mortgage,
corporate, Yankee, Eurodollar, municipal, and preferred stock
markets. This publication also summarizes changes in banking
statistics and reserve aggregates.

f) Lehman Brothers indices--Lehman Brothers fixed-income indices
may be used for appropriate comparisons.

B-68

<PAGE>

g) other indices--including Consumer Price Index, Ibbotson,
Micropal, CNBC/Financial News Composite Index, MSCI EAFE Index
(Morgan Stanley Capital International, Europe, Australasia,
Far East Index--a capitalization-weighted index that includes
all developed world markets except for those in North
America), Datastream, Worldscope, NASDAQ, Russell 2000 and IFC
Emerging Markets Database.

In addition, one or more portfolio managers or other employees of the
Manager may be interviewed by print media, such as by the Wall Street Journal or
Business Week, or electronic news media, and such interviews may be reprinted or
excerpted for the purpose of advertising regarding the Funds.

In assessing such comparisons of performance, an investor should keep
in mind that the composition of the investments in the reported indices and
averages is not identical to the Funds' portfolios, that the averages are
generally unmanaged, and that the items included in the calculations of such
averages may not be identical to the formulae used by the Funds to calculate
their figures.

The Funds may also publish their relative rankings as determined by
independent mutual fund ranking services like Lipper Analytical Services, Inc.
and Morningstar, Inc.

Investors should note that the investment results of the Funds will
fluctuate over time, and any presentation of a Fund's total return for any
period should not be considered as a representation of what an investment may
earn or what an investor's total return may be in any future period.

Reasons to Invest in the Funds. From time to time, the Funds may
publish or distribute information and reasons supporting the Manager's belief
that a particular Fund may be appropriate for investors at a particular time.
The information will generally be based on internally generated estimates
resulting from the Manager's research activities and projections from
independent sources. These sources may include, but are not limited to,
Bloomberg, Morningstar, Barings, WEFA, consensus estimates, Datastream,
Micropal, I/B/E/S Consensus Forecast, Worldscope and Reuters as well as both
local and international brokerage firms. For example, the Funds may suggest that
certain countries or areas may be particularly appealing to investors because of
interest rate movements, increasing exports and/or economic growth. The Funds
may, by way of further example, present a region as possessing the fastest
growing economies and may also present projected gross domestic product (GDP)
for selected economies. In using this information, the Montgomery Emerging Asia
Fund also may claim that certain Asian countries are regarded as having high
rates of growth for their economies (GDP), international trade and corporate
earnings; thus producing what the Manager believes to be a favorable investment
climate.

Research. The Manager has developed its own tradition of intensive
research and has made intensive research one of the important characteristics of
the Montgomery Funds style.

The portfolio managers for the International and Global Equity Funds
work extensively on developing an in-depth understanding of particular foreign
markets and particular companies. And they very often discover that they are the
first analysts from the United States to meet with representatives of foreign
companies, especially those in emerging markets nations.

B-69

<PAGE>

Extensive research into companies that are not well known--discovering
new opportunities for investment--is a theme that crosses a number of the Funds
and is reflected in the number of Funds oriented towards smaller capitalization
businesses

In-depth research, however, goes beyond gaining an understanding of
unknown opportunities. The portfolio analysts have also developed new ways of
gaining information about well-known parts of the domestic market. The growth
equity team, for example, has developed its own strategy and proprietary
database for analyzing the growth potential of U.S. companies, often large,
well-known companies.

From time to time, advertising and sales materials for the Montgomery
Funds may include biographical information about portfolio managers as well as
commentary by portfolio managers regarding investment strategy, asset growth,
current or past economic, political or financial conditions that may be of
interest to investors.

Also, from time to time, the Manager may refer to its quality and size,
including references to its total assets under management (as of September 30,
2000 approximately $5 billion for retail and institutional investors in The
Montgomery Funds) and total shareholders invested in the Funds (as of September
30, 2000, around 184,000).

GENERAL INFORMATION

Investors in the Funds will be informed of the Funds' progress through
periodic reports. Financial statements will be submitted to shareholders
semi-annually, at least one of which will be certified by independent public
accountants. All expenses incurred in connection with the organization of The
Montgomery Funds and the registration of shares of the Small Cap Fund as the
initial series of the Trust have been assumed by the Small Cap Fund; all
expenses incurred in connection with the organization of The Montgomery Funds II
have been assumed by Montgomery Institutional Series: Emerging Markets Portfolio
and the Manager. Expenses incurred in connection with the establishment and
registration of shares of each of the other funds constituting separate series
of the Trusts have been assumed by each respective Fund. The expenses incurred
in connection with the establishment and registration of shares of the Funds as
separate series of the Trusts have been assumed by the respective Funds and are
being amortized over a period of five years commencing with their respective
dates of inception. The Manager has agreed, to the extent necessary, to advance
the organizational expenses incurred by certain Funds and will be reimbursed for
such expenses after commencement of those Funds' operations. Investors
purchasing shares of a Fund bear such expenses only as they are amortized daily
against that Fund's investment income.

As noted above, The Chase Manhattan Bank (the "Custodian") acts as
custodian of the securities and other assets of the Funds. The Custodian does
not participate in decisions relating to the purchase and sale of securities by
the Funds.

DST Systems, Inc., 333 West 11th Street, Kansas City, Missouri 64105,
is the Funds' Master Transfer Agent and Paying Agent.

PricewaterhouseCoopers LLP, 333 Market Street, San Francisco,
California 94105, is the independent auditor for the Funds.

B-70

<PAGE>

The validity of shares offered hereby has been passed on by Paul,
Hastings, Janofsky & Walker LLP, 345 California Street, San Francisco,
California 94104.

The shareholders of The Montgomery Funds (but not The Montgomery Funds
II) as shareholders of a Massachusetts business trust could, under certain
circumstances, be held personally liable as partners for its obligations.
However, the Trust's Agreement and Declaration of Trust ("Declaration of Trust")
contains an express disclaimer of shareholder liability for acts or obligations
of the Trust. The Declaration of Trust also provides for indemnification and
reimbursement of expenses out of the Funds' assets for any shareholder held
personally liable for obligations of the Funds or Trust. The Declaration of
Trust provides that the Trust shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the Funds or
Trust and satisfy any judgment thereon. All such rights are limited to the
assets of the Funds. The Declaration of Trust further provides that the Trust
may maintain appropriate insurance (for example, fidelity bonding and errors and
omissions insurance) for the protection of the Trust, its shareholders,
Trustees, officers, employees and agents to cover possible tort and other
liabilities. Furthermore, the activities of the Trust as an investment company
as distinguished from an operating company would not likely give rise to
liabilities in excess of the Funds' total assets. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
extremely remote because it is limited to the unlikely circumstances in which
both inadequate insurance exists and a Fund itself is unable to meet its
obligations.

Among the Boards' powers enumerated in the Agreements and Declaration
of Trust is the authority to terminate the Trusts or any of their series, or to
merge or consolidate the Trusts or one or more of their series with another
trust or company without the need to seek shareholder approval of any such
action.

<TABLE>

As of September 30, 2000, to the knowledge of the Funds, the following
shareholders owned of record 5 percent or more of the outstanding Class R Shares
of the respective Funds indicated:

<CAPTION>
NAME OF FUND/NAME AND ADDRESS OF RECORD OWNER NUMBER OF SHARES OWNED PERCENT OF SHARES
Growth Fund - Class R

<S> <C> <C>
Charles Schwab & Co., Inc. 4,900,657 27.34%
101 Montgomery Street
San Francisco CA 94104-4122

Asset Allocation Fund 1,420,374 7.92%
Attn. Mike Dominguez
101 California Street
San Francisco, CA 94111-5802

National Financial Services LLC 1,278,436 7.13%
For the Exclusive Benefit of Our Customers - Attn. Mutual Funds
P.O. Box 3730
Church Street Station
New York, NY 10008-3730

B-71

<PAGE>

NAME OF FUND/NAME AND ADDRESS OF RECORD OWNER NUMBER OF SHARES OWNED PERCENT OF SHARES
U.S. Emerging Growth Fund - Class R
Charles Schwab & Co., Inc. 2,288,752 27.63%
101 Montgomery Street
San Francisco CA 94104-4122

National Financial Services LLC 585,771 7.07%
For the Exclusive Benefit of Our Customers - Attn. Mutual Funds
P.O. Box 3730
Church Street Station
New York, NY 10008-3730

Small Cap Fund - Class R
Charles Schwab & Co., Inc. 574,051 12.70%
101 Montgomery Street
San Francisco CA 94104-4122

Northern Trust Company Cust. 334,752 7.41%
FBO Dallas Symphony Fund for Excellence
A/C # 26-00196
P.O. Box 92956
Chicago, IL 60675-2956

International Growth Fund - Class R
Charles Schwab & Co., Inc. 2,567,035 42.82%
101 Montgomery Street
San Francisco CA 94104-4122

International Growth Fund - Class R
Charles Schwab & Co., Inc. 54,672 45.64%
101 Montgomery Street
San Francisco CA 94104-4122

Lieber Family Limited Partnership 25,202 21.04%
510 Little John Lane
Houston, TX 77024-5719

Mark Geist 10,000 8.35%
456 Oakshire Place
Alamo, CA 94507-2332

B-72

<PAGE>

NAME OF FUND/NAME AND ADDRESS OF RECORD OWNER NUMBER OF SHARES OWNED PERCENT OF SHARES
Global Opportunities Fund - Class R
Charles Schwab & Co., Inc. 1,449,775 39.14%
101 Montgomery Street
San Francisco CA 94104-4122

National Financial Services LLC 280,994 7.59%
For the Exclusive Benefit of Our Customers - Attn. Mutual Funds
P.O. Box 3730
Church Street Station
New York, NY 10008-3730

Global Communications Fund - Class R
Charles Schwab & Co., Inc. 4,782,283 35.84%
101 Montgomery Street
San Francisco CA 94104-4122

National Financial Services LLC 883,134 6.62%
For the Exclusive Benefit of Our Customers - Attn. Mutual Funds
P.O. Box 3730
Church Street Station
New York, NY 10008-3730

Global Long-Short Fund - Class R
Charles Schwab & Co., Inc. 4,196,085 40.70%
101 Montgomery Street
San Francisco CA 94104-4122

Merrill, Lynch, Pierce, Fenner & Smith, Inc. 753,069 7.31%
FBO Its Customers
Attn. Fund Administration 97TN7
4800 Deer Lake Dr. E. Fl. 2
Jacksonville, FL 32246-6484

Emerging Markets Fund - Class R
Charles Schwab & Co., Inc. 8,363,547 37.71%
101 Montgomery Street
San Francisco CA 94104-4122

B-73

<PAGE>

NAME OF FUND/NAME AND ADDRESS OF RECORD OWNER NUMBER OF SHARES OWNED PERCENT OF SHARES
National Financial Services LLC 2,621,303 11.82%
For the Exclusive Benefit of Our Customers - Attn. Mutual Funds
P.O. Box 3730
Church Street Station
New York, NY 10008-3730

Emerging Markets 20 Portfolio (formerly Emerging Markets Focus Fund) - Class R
Charles Schwab & Co., Inc. 242,043 67.79%
101 Montgomery Street
San Francisco CA 94104-4122

Merrill, Lynch, Pierce, Fenner & Smith, Inc. 42,017 11.77%
FBO Its Customers
Attn. Fund Administration 97TP0
4800 Deer Lake Dr. E. Fl. 2
Jacksonville, FL 32246-6484

Emerging Asia Fund - Class R
Charles Schwab & Co., Inc. 800,436 37.21%
101 Montgomery Street
San Francisco CA 94104-4122

National Financial Services LLC 146,727 6.82%
For the Exclusive Benefit of Our Customers - Attn. Mutual Funds
P.O. Box 3730
Church Street Station
New York, NY 10008-3730

Global 20 Portfolio - Class R
Charles Schwab & Co., Inc. 1,239,629 26.38%
101 Montgomery Street
San Francisco CA 94104-4122

National Financial Services LLC 364,626 7.76%
For the Exclusive Benefit of Our Customers - Attn. Mutual Funds
P.O. Box 3730
Church Street Station
New York, NY 10008-3730

B-74

<PAGE>

NAME OF FUND/NAME AND ADDRESS OF RECORD OWNER NUMBER OF SHARES OWNED PERCENT OF SHARES
Balanced Fund - Class R
Charles Schwab & Co., Inc. 1,033,291 29.62%
101 Montgomery Street
San Francisco CA 94104-4122

National Financial Services LLC 308,721 8.85%
For the Exclusive Benefit of Our Customers - Attn. Mutual Funds
P.O. Box 3730
Church Street Station
New York, NY 10008-3730

Equity Income Fund - Class R
Asset Allocation Fund 344,278 100.00%
Attn. Mike Dominguez
101 California Street
San Francisco, CA 94111-5802

Total Return Bond Fund - Class R
Asset Allocation Fund 1,901,655 74.46%
Attn. Mike Dominguez
101 California Street
San Francisco, CA 94111-5802

Charles Schwab & Co., Inc. 431,602 16.90%
101 Montgomery Street
San Francisco CA 94104-4122

Short Duration Government Bond Fund - Class R
Charles Schwab & Co., Inc. 10,083,444 54.95%
101 Montgomery Street
San Francisco CA 94104-4122

National Financial Services LLC 1,011,336 5.51%
For the Exclusive Benefit of Our Customers - Attn. Mutual Funds
P.O. Box 3730
Church Street Station
New York, NY 10008-3730

B-75

<PAGE>

NAME OF FUND/NAME AND ADDRESS OF RECORD OWNER NUMBER OF SHARES OWNED PERCENT OF SHARES
Prudential Securities, Inc. 1,474,216 8.03%
Special Custody Account for the Exclusive
Benefit of Customers - PC
1 New York Plaza
Attn. Mutual Funds
New York, NY 10004-1901

Government Money Market Fund - Class R
Banc of America Securities 998,482,421 89.65%
Sweep Account FBO Clients
Attn. Mutual Funds
600 Montgomery Street
San Francisco, CA 94111-2702

Federal Tax-Free Money Fund - Class R
Banc of America Securities 138,476,888 96.56%
Sweep Account FBO Clients
Attn. Mutual Funds
600 Montgomery Street
San Francisco, CA 94111-2702

California Tax-Free Intermediate Bond Fund - Class R
Charles Schwab & Co., Inc. 1,564,455 69.75%
101 Montgomery Street
San Francisco CA 94104-4122

National Financial Services LLC 112,888 5.03%
For the Exclusive Benefit of Our Customers - Attn. Mutual Funds
P.O. Box 3730
Church Street Station
New York, NY 10008-3730

California Tax-Free Money Market - Class R
Banc of America Securities 327,503,053 70.89%
Sweep Account FBO Clients
Attn. Mutual Funds
600 Montgomery Street
San Francisco, CA 94111-2702

B-76

<PAGE>

NAME OF FUND/NAME AND ADDRESS OF RECORD OWNER NUMBER OF SHARES OWNED PERCENT OF SHARES
Republic Bank of California NA 129,725,623 28.08%
Investment Dept.
445 N. Bedford Drive
Beverly Hills, CA 90210-4302

As of September 30, 2000, to the knowledge of the Funds, the following
shareholders owned of record 5 percent or more of the outstanding Class P Shares
of the respective Funds indicated:

NAME OF FUND/NAME AND ADDRESS OF RECORD OWNER NUMBER OF SHARES OWNED PERCENT OF SHARES
Growth Fund - Class P
Inv. Fiduciary Trust Co. 2,671 38.74%
IRA Carl N. Grant
2008 Cutwater Ct.
Reston, VA 20191-3604

Dreyfus Investment Services Corp. 1,441 20.89%
FBO 649772181
2 Mellon Bank Center, Room 177
Pittsburgh, PA 15259-0001

Walter J. Klein Company Ltd. 581 8.42%
Profit Sharing Trust
5033 Carillon Way
Charlotte, NC 28270

Inv. Fiduciary Trust Co. Cust. 494 7.16%
IRA A/C Carol A. Grant
2008 Cutwater Ct.
Reston, VA 20191-3604

Equity Income Fund - Class P
Asset Allocation Fund 191,006 100.00%
Attn. Mike Dominguez
101 California Street
San Francisco, 94111-5802

B-77

<PAGE>

NAME OF FUND/NAME AND ADDRESS OF RECORD OWNER NUMBER OF SHARES OWNED PERCENT OF SHARES
Small Cap Fund - Class P
Saxon & Co. 559,357 47.00%
FBO T/A Leaseway Transport
A/C #20-35-002-1037303
P.O. Box 7780-1888
Philadelphia, PA 19182-0001

State Street Bank & Trust Co. Tr. 340,192 28.59%
U/A December 1, 1993
Ameridata Tech Employee Savings Plan
Attn. Steven Shipman Master Tr. W6C
One Enterprise Dr.
No. Quincy, MA 02171-2126

State Street Bank & Trust Co. 107,886 9.07%
U/A January 2, 1996
Wavetek US, Inc. Employee Savings & Investments Plan
P.O. Box 1992
Boston, MA 02105-1992

MRA Systems, Inc. 69,271 5.82%
1 Neuman Way J-103
Evandale, OH 45215-1915

State Street 67,775 5.69%
Retirement Savings Plan
P.O. Box 1992
Boston, MA 02105-1992

International Growth Fund - Class P
Merrill, Lynch, Pierce, Fenner & Smith, Inc. 410,152 98.58%
For the Sole Benefit of Its Clients
4800 Deer Lake Dr.
E. Bldg. One
Jacksonville, FL 32246-6484

B-78

<PAGE>

NAME OF FUND/NAME AND ADDRESS OF RECORD OWNER NUMBER OF SHARES OWNED PERCENT OF SHARES
Emerging Markets Fund - Class P
State Street Bank & Trust Co. 42,878 60.52%
U/A/ January 2, 1996
Wavetek US Inc. Employee Savings & Investment Plan
P.O. Box 1992
Boston, MA 02105-1992

Canada Life Insurance Company of America 6,871 9.70%
Attn. Mukesh Sharma
330 University Avenue SP12
Toronto, Ontario MSG 1R*
Canada

MSDW Online, Inc. 6,066 8.56%
780-16649-18
333 Market Street
San Francisco, CA 94105-2102

Dreyfus Investment Services Corp. 3,736 5.27%
FBO 636931621
2 Mellon Bank Center Room 177
Pittsburgh, PA 15259-0001

Global 20 Portfolio - Class P
E*TRADE Securities, Inc. 277 30.16%
A/C 1090-6929
Peter R. Daboll
Four Embarcadero Place
2400 Geng Road
Palo Alto, CA 94303-3306

Inv. Fiduciary Trust Co. 200 21.73%
IRA Carl N. Grant
2008 Cutwater Ct.
Reston, VA 20191-3604

BA Investment Services, Inc. 179 19.49%
FBO 211129251
185 Berry St., 3rd Floor #2640
San Francisco, CA 94107-1729

B-79

<PAGE>

NAME OF FUND/NAME AND ADDRESS OF RECORD OWNER NUMBER OF SHARES OWNED PERCENT OF SHARES
E*TRADE Securities, Inc. 122 13.22%
A/C 1961-0863
Mary Campbell
Four Embarcadero Place
2400 Geng Road
Palo Alto, CA 94303-3306

Balanced Fund - Class P
State Street Bank & Trust Co. Tr. 171,201 97.79%
U/A December 1, 1993
Ameridata Tech Employee Savings Plan
Attn. Steven Shipman Master Tr. W6C
One Enterprise Dr.
No. Quincy, MA 02171-2126

Short Government Bond Fund - Class P
Merrill, Lynch, Pierce, Fenner & Smith, Inc. 383,857 98.82%
For the Sole Benefit of Its Clients
4800 Deer Lake Dr.
E. Bldg. One
Jacksonville, FL 32246-6484

Government Money Market Fund - Class P
Aswan Investments LP 473 99.62%
P.O. Box 620922
Woodside, CA 94062-0922
</TABLE>

As of September 30, 2000, the Trustees and the officers of TMF owned,
as a group, more than 1% of the outstanding Class R shares of each of the
Montgomery International 20 Portfolio and the Montgomery Emerging Markets 20
Portfolio.

The Trusts are registered with the Securities and Exchange Commission
as non-diversified management investment companies, although each Fund, except
for the Global 20 Portfolio, the Mid Cap 20 Portfolio, the International 20
Portfolio and the Tax-Free Funds, is a diversified series of The Montgomery
Funds. Such a registration does not involve supervision of the management or
policies of the Funds. The Prospectuses and this Statement of Additional
Information omit certain of the information contained in the Registration
Statements filed with the SEC. Copies of the Registration Statements may be
obtained from the SEC upon payment of the prescribed fee.

B-80

<PAGE>

FINANCIAL STATEMENTS

Audited financial statements for the relevant periods ending June 30,
2000 for each Fund as contained in the Annual Report to Shareholders of those
Funds for the fiscal year ended June 30, 2000, are incorporated herein by
reference.

B-81

<PAGE>

Appendix

Description ratings for Standard & Poor's Ratings Group ("S&P");
Moody's Investors Service, Inc., ("Moody's"), Fitch Investors Service, L.P.
("Fitch") and Duff & Phelps Credit Rating Co. ("Duff & Phelps").

Standard & Poor's Rating Group

Bond Ratings

AAA Bonds rated AAA have the highest rating assigned by S&P.
Capacity to pay interest and repay principal is extremely
strong.

AA Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only
in small degree.

A Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than obligations in higher-rated categories.

BBB Bonds rated BBB are regarded as having an adequate capacity to
pay interest and repay principal. Whereas they normally
exhibit adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead
to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in higher rated
categories.

BB Bonds rated BB have less near-term vulnerability to default
than other speculative grade debt. However, they face major
ongoing uncertainties or exposure to adverse business,
financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal
payments.

B Bonds rated B have a greater vulnerability to default but
presently have the capacity to meet interest payments and
principal repayments. Adverse business, financial or economic
conditions would likely impair capacity or willingness to pay
interest and repay principal.

CCC Bonds rated CCC have a current identifiable vulnerability to
default and are dependent upon favorable business, financial
and economic conditions to meet timely payments of interest
and repayment of principal. In the event of adverse business,
financial or economic conditions, they are not likely to have
the capacity to pay interest and repay principal.

CC The rating CC is typically applied to debt subordinated to
senior debt which is assigned an actual or implied CCC rating.

C The rating C is typically applied to debt subordinated to
senior debt which is assigned an actual or implied CCC- debt
rating.

D Bonds rated D are in default, and payment of interest and/or
repayment of principal is in arrears.

B-82

<PAGE>

S&P's letter ratings may be modified by the addition of a plus
(+) or a minus (-) sign designation, which is used to show relative
standing within the major rating categories, except in the AAA (Prime
Grade) category.

Commercial Paper Ratings

An S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no
more than 365 days. Issues assigned an A rating are regarded as having
the greatest capacity for timely payment. Issues in this category are
delineated with the numbers 1, 2 and 3 to indicate the relative degree
of safety.

A-1 This designation indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those
issues determined to possess overwhelming safety
characteristics are denoted with a plus (+) designation.

A-2 Capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as high
as for issues designated A-1.

A-3 Issues carrying this designation have a satisfactory capacity
for timely payment. They are, however, somewhat more
vulnerable to the adverse effects of changes in circumstances
than obligations carrying the higher designations.

B Issues carrying this designation are regarded as having only
speculative capacity for timely payment.

C This designation is assigned to short-term obligations with
doubtful capacity for payment.

D Issues carrying this designation are in default, and payment
of interest and/or repayment of principal is in arrears.

Moody's Investors Service, Inc.

Bond Ratings

Aaa Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and
generally are referred to as "gilt edge." Interest payments
are protected by a large or by an exceptionally stable margin
and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of
such issues.

Aa Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what
generally are known as high-grade bonds. They are rated lower
than the best bonds because margins of protection may not be
as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear
somewhat larger than in Aaa securities.

B-83

<PAGE>

A Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and interest
are considered adequate, but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa Bonds which are rated Baa are considered as medium-grade
obligations, i.e., they are neither highly protected nor
poorly secured. Interest payments and principal security
appear adequate for the present but certain protective
elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and, in fact, have
speculative characteristics as well.

Ba Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured.
Often the protection of interest and principal payments may be
very moderate and, therefore, not well safeguarded during both
good and bad times in the future. Uncertainty of position
characterizes bonds in this class.

B Bonds which are rated B generally lack the characteristics of
a desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over
any long period of time may be small.

Caa Bonds which are rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger
with respect to principal or interest.

Ca Bonds which are rated Ca present obligations which are
speculative in a high degree. Such issues are often in default
or have other marked shortcomings.

C Bonds which are rated C are the lowest rated class of bonds,
and issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.

Moody's applies the numerical modifiers 1, 2 and 3 to show relative
standing within the major rating categories, except in the Aaa category
and in the categories below B. The modifier 1 indicates a ranking for
the security in the higher end of a rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates a ranking
in the lower end of a rating category.

Commercial Paper Ratings

The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity
for repayment of short-term promissory obligations, and ordinarily will
be evidenced by leading market positions in well established
industries, high rates of return on funds employed, conservative
capitalization structures with moderate reliance on debt and ample
asset protection, broad margins in earnings coverage of fixed financial
charges and high internal cash generation, and well established access
to a range of financial markets and assured sources of alternate
liquidity.

B-84

<PAGE>

above but to a lesser degree. Earnings trends and coverage ratios,
while sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.

Issuers (or related supporting institutions) rated Prime-3 (P-3) have
an acceptable capacity for repayment of short-term promissory
obligations. The effect of industry characteristics and market
composition may be more pronounced. Variability in earnings and
profitability may result in changes in the level of debt protection
measurements and the requirements for relatively high financial
leverage. Adequate alternate liquidity is maintained.

Issuers (or related supporting institutions) rated Not Prime do not
fall within any of the Prime rating categories.

Fitch Investors Service, L.P.

Bond Ratings

The ratings represent Fitch's assessment of the issuer's ability to
meet the obligations of a specific debt issue or class of debt. The
ratings take into consideration special features of the issue, its
relationship to other obligations of the issuer, the current financial
condition and operative performance of the issuer and of any guarantor,
as well as the political and economic environment that might affect the
issuer's future financial strength and credit quality.

AAA Bonds rated AAA are considered to be investment grade and of
the highest credit quality. The obligor has an exceptionally
strong ability to pay interest and repay principal, which is
unlikely to be affected by reasonably foreseeable events.

AA Bonds rated AA are considered to be investment grade and of
very high credit quality. The obligor's ability to pay
interest and repay principal is very strong, although not
quite as strong as bonds rated AAA. Because bonds rated in the
AAA and AA categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these
issuers is generally rated F-1+.

A Bonds rated A are considered to be investment grade and of
high credit quality. The obligor's ability to pay interest and
repay principal is considered to be strong, but may be more
vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB Bonds rated BBB are considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay
interest and repay principal is considered to be adequate.
Adverse changes in economic conditions and circumstances,
however, are more likely to have an adverse impact on these
bonds and, therefore, impair timely payment. The likelihood
that the ratings of these bonds will fall below investment
grade is higher than for bonds with higher ratings.

BB Bonds rated BB are considered speculative. The obligor's
ability to pay interest and repay principal may be affected
over time by adverse economic changes. However, business and

B-85

<PAGE>

financial alternatives can be identified which could assist
the obligor in satisfying its debt service requirements.

B Bonds rated B are considered highly speculative. While bonds
in this class are currently meeting debt service requirements,
the probability of continued timely payment of principal and
interest reflects the obligor's limited margin of safety and
the need for reasonable business and economic activity
throughout the life of the issue.

CCC Bonds rated CCC have certain identifiable characteristics,
which, if not remedied, may lead to default. The ability to
meet obligations requires an advantageous business and
economic environment.

CC Bonds rated CC are minimally protected. Default in payment of
interest and/or principal seems probable over time.

C Bonds rated C are in imminent default in payment of interest
or principal.

DDD, DD and D Bonds rated DDD, DD and D are in actual default of
interest and/or principal payments. Such bonds are extremely
speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of
the obligor. DDD represents the highest potential for recovery
on these bonds and D represents the lowest potential for
recovery.

Plus (+) and minus (-) signs are used with a rating symbol to indicate
the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA category covering 12-36
months.

Short-Term Ratings

Fitch's short-term ratings apply to debt obligations that are payable
on demand or have original maturities of up to three years, including
commercial paper, certificates of deposit, medium-term notes, and
municipal and investment notes.

Although the credit analysis is similar to Fitch's bond rating
analysis, the short-term rating places greater emphasis than bond
ratings on the existence of liquidity necessary to meet the issuer's
obligations in a timely manner.

F-1+ Exceptionally strong credit quality. Issues assigned this
rating are regarded as having the strongest degree of
assurance for timely payment.

F-1 Very strong credit quality. Issues assigned this rating
reflect an assurance of timely payment only slightly less in
degree than issues rated F-1+.

F-2 Good credit quality. Issues carrying this rating have a
satisfactory degree of assurance for timely payments, but the
margin of safety is not as great as the F-l+ and F-1
categories.

B-86

<PAGE>

F-3 Fair credit quality. Issues assigned this rating have
characteristics suggesting that the degree of assurance for
timely payment is adequate; however, near-term adverse changes
could cause these securities to be rated below investment
grade.

F-S Weak credit quality. Issues assigned this rating have
characteristics suggesting a minimal degree of assurance for
timely payment and are vulnerable to near-term adverse changes
in financial and economic conditions.

D Default. Issues assigned this rating are in actual or imminent
payment default.

Duff & Phelps Credit Rating Co.

Bond Ratings

AAA Bonds rated AAA are considered highest credit quality. The
risk factors are negligible, being only slightly more than for
risk-free U.S. Treasury debt.

AA Bonds rated AA are considered high credit quality. Protection
factors are strong. Risk is modest but may vary slightly from
time to time because of economic conditions.

A Bonds rated A have protection factors which are average but
adequate. However, risk factors are more variable and greater
in periods of economic stress.

BBB Bonds rated BBB are considered to have below average
protection factors but still considered sufficient for prudent
investment. There may be considerable variability in risk for
bonds in this category during economic cycles.

BB Bonds rated BB are below investment grade but are deemed by
Duff as likely to meet obligations when due. Present or
prospective financial protection factors fluctuate according
to industry conditions or company fortunes. Overall quality
may move up or down frequently within the category.

B Bonds rated B are below investment grade and possess the risk
that obligations will not be met when due. Financial
protection factors will fluctuate widely according to economic
cycles, industry conditions and/or company fortunes. Potential
exists for frequent changes in quality rating within this
category or into a higher or lower quality rating grade.

CCC Bonds rated CCC are well below investment grade securities.
Such bonds may be in default or have considerable uncertainty
as to timely payment of interest, preferred dividends and/or
principal. Protection factors are narrow and risk can be
substantial with unfavorable economic or industry conditions
and/or with unfavorable company developments.

DD Defaulted debt obligations. Issuer has failed to meet
scheduled principal and/or interest payments.

B-87

<PAGE>

Plus (+) and minus (-) signs are used with a rating symbol (except AAA)
to indicate the relative position of a credit within the rating
category.

Commercial Paper Ratings

Duff-1 The rating Duff-1 is the highest commercial paper rating
assigned by Duff. Paper rated Duff-1 is regarded as having
very high certainty of timely payment with excellent liquidity
factors which are supported by ample asset protection. Risk
factors are minor.

Duff-2 Paper rated Duff-2 is regarded as having good certainty of
timely payment, good access to capital markets and sound
liquidity factors and company fundamentals. Risk factors are
small.

Duff-3 Paper rated Duff-3 is regarded as having satisfactory
liquidity and other protection factors. Risk factors are
larger and subject to more variation. Nevertheless, timely
payment is expected.

Duff-4 Paper rated Duff-4 is regarded as having speculative
investment characteristics. Liquidity is not sufficient to
insure against disruption in debt service. Operating factors
and market access may be subject to a high degree of
variation.

Duff-5 Paper rated Duff-5 is in default. The issuer has failed to
meet scheduled principal and/or interest payments.

B-88

<PAGE>

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

PART B

STATEMENT OF ADDITIONAL INFORMATION FOR

MONTGOMERY U.S. SELECT 20 PORTFOLIO

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

<PAGE>

THE MONTGOMERY FUNDS

MONTGOMERY U.S. SELECT 20 PORTFOLIO

101 California Street
San Francisco, California 94111
(800) 572-FUND [3863]

STATEMENT OF ADDITIONAL INFORMATION

October 31, 2000

The Montgomery Funds is an open-end management investment company
organized as a Massachusetts business trust (the "Trust"), having different
series of shares of beneficial interest. The Montgomery U.S. Select 20 Portfolio
(the "U.S. Select 20 Portfolio" or the "Portfolio") is a series of the Trust.
This Statement of Additional Information contains information in addition to
that set forth in the prospectus for the Portfolio, dated October 31, 2000, as
that prospectus may be revised from time to time (the "Prospectus"). The
Prospectus may be obtained without charge at the address or telephone number
provided above. This Statement of Additional Information is not a prospectus and
should be read in conjunction with the Prospectus.

<PAGE>

TABLE OF CONTENTS

Page
----
STATEMENT OF ADDITIONAL INFORMATION...........................................1
THE TRUST.....................................................................3
INVESTMENT OBJECTIVE AND POLICIES OF THE PORTFOLIO............................3
RISK FACTORS.................................................................14
INVESTMENT RESTRICTIONS......................................................15
DISTRIBUTIONS AND TAX INFORMATION............................................18
TRUSTEES AND OFFICERS........................................................22
INVESTMENT MANAGEMENT AND OTHER SERVICES.....................................26
EXECUTION OF PORTFOLIO TRANSACTIONS..........................................29
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION...............................32
DETERMINATION OF NET ASSET VALUE.............................................33
PRINCIPAL UNDERWRITER........................................................35
PERFORMANCE INFORMATION......................................................36
GENERAL INFORMATION..........................................................39
FINANCIAL STATEMENTS.........................................................40
APPENDIX.....................................................................41

B-2

<PAGE>

THE TRUST

The Montgomery Funds is an open-end management investment company
organized as a Massachusetts business trust on May 10, 1990, and is registered
under the Investment Company Act of 1940, as amended (the "Investment Company
Act"). The Trust currently offers shares of beneficial interest, $0.01 par value
per share, in various series. This Statement of Additional Information pertains
to the U.S. Select 20 Portfolio

INVESTMENT OBJECTIVE AND POLICIES OF THE PORTFOLIO

The Portfolio is managed by Montgomery Asset Management, LLC (the
"Manager") and its shares are distributed by Funds Distributor, Inc. (the
"Distributor"). The investment objective and policies of the Portfolio are
described in detail in the Prospectus. The following discussion supplements the
discussion in the Prospectus.

The Portfolio is a non-diversified series of The Montgomery Funds. The
achievement of the Portfolio's investment objective will depend upon market
conditions generally and on the Manager's analytical and portfolio management
skills.

Alternative Structures

The Portfolio has reserved the right, if approved by the Board of
Trustees, to convert to a "master/feeder" structure. In this structure the
assets of mutual funds with common investment objectives and similar parameters
are combined in a pool, rather than being managed separately. The individual
funds are known as "feeder" funds and the pool as the "master" fund. Although
combining assets in this way allows for economies of scale and other advantages,
this change will not affect the investment objectives, philosophies or
disciplines currently employed by the Portfolio and the Manager. The Portfolio
would notify its shareholders before it took any action to convert to this
structure. As of the date of this Statement of Additional Information, the
Portfolio has not proposed instituting this alternative structure.

Portfolio Securities

Depositary Receipts, Convertible Securities and Securities Warrants.
The Portfolio may hold securities of foreign issuers in the form of American
Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global
Depository Receipts ("GDRs"), and other similar global instruments available in
emerging markets, or other securities convertible into securities of eligible
issuers. These securities may not necessarily be denominated in the same
currency as the securities for which they may be exchanged. Generally, ADRs in
registered form are designed for use in U.S. securities markets, and EDRs and
other similar global instruments in bearer form are designed for use in European
securities markets. For purposes of the Portfolio's investment policies, the
Portfolio's investments in ADRs, EDRs and similar instruments will be deemed to
be investments in the equity securities representing the securities of foreign
issuers into which they may be converted. The Portfolio may also invest in
convertible securities and securities warrants.

Other Investment Companies. The Portfolio may invest in securities
issued by other investment companies. Those investment companies must invest in
securities in which the Portfolio can invest in a manner consistent with the
Portfolio's investment objective and policies. Applicable provisions of the
Investment Company Act require that the Portfolio limit its investments so that,
as determined immediately after a

B-3

<PAGE>

securities purchase is made: (a) not more than 10% of the value of the
Portfolio's total assets will be invested in the aggregate in securities of
investment companies as a group; and (b) either (i) the Portfolio and affiliated
persons of the Portfolio not own together more than 3% of the total outstanding
shares of any one investment company at the time of purchase (and that all
shares of the investment company held by the Portfolio in excess of 1% of the
company's total outstanding shares be deemed illiquid), or (ii) the Portfolio
not invest more than 5% of its total assets in any one investment company and
the investment not represent more than 3% of the total outstanding voting stock
of the investment company at the time of purchase.

The Portfolio does not intend to invest in other investment companies
unless, in the Manager's judgment, the potential benefits exceed associated
costs. As a shareholder in an investment company, the Portfolio bears its
ratable share of that investment company's expenses, including advisory and
administration fees, resulting in an additional layer of management fees and
expenses for shareholders. This duplication of expenses would occur regardless
of the type of investment company, i.e., open-end (mutual fund) or closed-end.

Debt Securities. The Portfolio may purchase debt securities that
complement its objective of capital appreciation through anticipated favorable
changes in relative foreign exchange rates, in relative interest rate levels or
in the creditworthiness of issuers. Debt securities may constitute up to 35% of
the Portfolio's total assets. In selecting debt securities, the Manager seeks
out good credits and analyzes interest rate trends and specific developments
that may affect individual issuers. As an operating policy, which may be changed
by the Board, the Portfolio may invest up to 5% of its total assets in debt
securities rated lower than investment grade. Subject to this limitation, the
Portfolio may invest in any debt security, including securities in default.
After its purchase by the Portfolio, a debt security may cease to be rated or
its rating may be reduced below that required for purchase by the Portfolio. A
security downgraded below the minimum level may be retained if determined by the
Manager and the Board to be in the best interests of the Portfolio.

Debt securities may also consist of participation certificates in large
loans made by financial institutions to various borrowers, typically in the form
of large unsecured corporate loans. These certificates must otherwise comply
with the maturity and credit-quality standards of the Portfolio and will be
limited to 5% of the Portfolio's total assets.

U.S. Government Securities. The Portfolio may invest a substantial
portion, if not all, of its net assets in obligations issued or guaranteed by
the U.S. government, its agencies or instrumentalities, including repurchase
agreements backed by such securities ("U.S. government securities"). The
Portfolio generally will have a lower yield than if it purchased higher yielding
commercial paper or other securities with correspondingly greater risk instead
of U.S. Government securities.

Certain of the obligations, including U.S. Treasury bills, notes and
bonds, and mortgage-related securities of the GNMA, are issued or guaranteed by
the U.S. government. Other securities issued by U.S. government agencies or
instrumentalities are supported only by the credit of the agency or
instrumentality, such as those issued by the Federal Home Loan Bank, whereas
others, such as those issued by the FNMA, Farm Credit System and Student Loan
Marketing Association, have an additional line of credit with the U.S. Treasury.
Short-term U.S. government securities generally are considered to be among the
safest short-term investments. The U.S. government does not guarantee the net
asset value of the Portfolio's shares, however. With respect to U.S. government
securities supported only by the credit of the issuing agency or instrumentality
or by an additional line of credit with the U.S. Treasury, there is no guarantee
that the U.S. government will

B-4

<PAGE>

provide support to such agencies or instrumentalities. Accordingly, such U.S.
government securities may involve risk of loss of principal and interest. The
securities issued by these agencies are discussed in more detail later.

Asset-Backed Securities. The Portfolio may invest up to 5% of its total
assets in asset-backed securities. These are secured by and payable from pools
of assets, such as motor vehicle installment loan contracts, leases of various
types of real and personal property, and receivables from revolving credit
(e.g., credit card) agreements. Like mortgage-related securities, these
securities are subject to the risk of prepayment.

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

Risk Factors/Special Considerations Relating to Debt Securities

The Portfolio may invest in debt securities that are rated below BBB by
S&P, Baa by Moody's or BBB by Fitch, or, if unrated, are deemed to be of
equivalent investment quality by the Manager. As an operating policy, which may
be changed by the Board of Trustees without shareholder approval, the Portfolio
will invest no more than 5% of its assets in debt securities rated below Baa by
Moody's or BBB by S&P, or, if unrated, of equivalent investment quality as
determined by the Manager. The market value of debt securities generally varies
in response to changes in interest rates and the financial condition of each
issuer. During periods of declining interest rates, the value of debt securities
generally increases. Conversely, during periods of rising interest rates, the
value of such securities generally declines. The net asset value of the
Portfolio will reflect these changes in market value.

Although such bonds may offer higher yields than higher-rated
securities, low-rated debt securities generally involve greater price volatility
and risk of principal and income loss, including the possibility of default by,
or bankruptcy of, the issuers of the securities. In addition, the markets in
which low-rated debt securities are traded are more limited than those for
higher-rated securities. The existence of limited markets for particular
securities may diminish the ability of the Portfolio to sell the securities at
fair value either to meet redemption requests or to respond to changes in the
economy or financial markets and could adversely affect, and cause fluctuations
in, the per-share net asset value of the Portfolio.

B-5

<PAGE>

creditworthiness of issuers of low-rated debt securities may be more complex
than for issuers of higher-rated securities, and the ability of the Portfolio to
achieve its investment objectives may, to the extent it invests in low-rated
debt securities, be more dependent upon such credit analysis than would be the
case if the Portfolio invested in higher-rated debt securities.

Low-rated debt securities may be more susceptible to real or perceived
adverse economic and competitive industry conditions than investment-grade
securities. The prices of low-rated debt securities have been found to be less
sensitive to interest rate changes than higher-rated debt securities but more
sensitive to adverse economic downturns or individual corporate developments. A
projection of an economic downturn or of a period of rising interest rates, for
example, could cause a sharper decline in the prices of low-rated debt
securities because the advent of a recession could lessen the ability of a
highly leveraged company to make principal and interest payments on its debt
securities. If the issuer of low-rated debt securities defaults, the Portfolio
may incur additional expenses to seek financial recovery. The low-rated bond
market is relatively new, and many of the outstanding low-rated bonds have not
endured a major business downturn.

Hedging and Risk Management Practices

The Portfolio may purchase options and futures and may write covered
options.

Futures Contracts and Options on Futures Contracts. The Portfolio
typically will not hedge against movements in interest rates, securities prices
or currency exchange rates. The Portfolio may still occasionally purchase and
sell various kinds of futures contracts and options on futures contracts. The
Portfolio also may enter into closing purchase and sale transactions with
respect to any such contracts and options. Futures contracts may be based on
various securities (such as U.S. government securities), securities indices,
foreign currencies and other financial instruments and indices.

The Trust has filed a notice of eligibility for exclusion from the
definition of the term "commodity pool operator" with the Commodity Futures
Trading Commission (the "CFTC") and the National Futures Association, which
regulate trading in the futures markets. Pursuant to Section 4.5 of the
regulations under the Commodity Exchange Act, the notice of eligibility included
the representation that the Portfolio will use futures contracts and related
options for bona fide hedging purposes within the meaning of CFTC regulations,
provided that the Portfolio may hold positions in futures contracts and related
options that do not fall within the definition of bona fide hedging transactions
if the aggregate initial margin and premiums required to establish such
positions will not exceed 5% of the Portfolio's net assets (after taking into
account unrealized profits and unrealized losses on any such positions) and that
in the case of an option that is in-the-money at the time of purchase, the
in-the-money amount may be excluded from such 5%.

The Portfolio will attempt to determine whether the price fluctuations
in the futures contracts and options on futures used for hedging purposes are
substantially related to price fluctuations in securities held by the Portfolio
for which it expects to purchase. When used, the Portfolio's futures
transactions generally will be entered into only for traditional hedging
purposes--i.e., futures contracts will be sold to protect against a decline in
the price of securities or currencies and will be purchased to protect the
Portfolio against an increase in the price of securities it intends to purchase
(or the currencies in which they are denominated). All futures contracts entered
into by the Portfolio are traded on U.S. exchanges or boards of trade licensed
and regulated by the CFTC or on foreign exchanges.

B-6

<PAGE>

Positions taken in the futures markets are not normally held to
maturity but are instead liquidated through offsetting or "closing" purchase or
sale transactions, which may result in a profit or a loss. While the Portfolio's
futures contracts on securities or currencies will usually be liquidated in this
manner, the Portfolio may make or take delivery of the underlying securities or
currencies whenever it appears economically advantageous. A clearing corporation
associated with the exchange on which futures on securities or currencies are
traded guarantees that, if still open, the sale or purchase will be performed on
the settlement date.

By using futures contracts to hedge their positions, the Portfolio
seeks to establish more certainty than would otherwise be possible with respect
to the effective price, rate of return or currency exchange rate on portfolio
securities or securities that the Portfolio proposes to acquire. For example,
when interest rates are rising or securities prices are falling, the Portfolio
can seek, through the sale of futures contracts, to offset a decline in the
value of its current portfolio securities. When rates are falling or prices are
rising, the Portfolio, through the purchase of futures contracts, can attempt to
secure better rates or prices than might later be available in the market with
respect to anticipated purchases. Similarly, the Portfolio can sell futures
contracts on a specified currency to protect against a decline in the value of
such currency and its portfolio securities which are denominated in such
currency. The Portfolio can purchase futures contracts on a foreign currency to
fix the price in U.S. dollars of a security denominated in such currency the
Portfolio has acquired or expects to acquire.

As part of its hedging strategy, the Portfolio also may enter into
other types of financial futures contracts if, in the opinion of the Manager,
there is a sufficient degree of correlation between price trends for the
Portfolio's portfolio securities and such futures contracts. Although under some
circumstances prices of securities in the Portfolio's portfolio may be more or
less volatile than prices of such futures contracts, the Manager will attempt to
estimate the extent of this difference in volatility based on historical
patterns and to compensate for it by having the Portfolio enter into a greater
or lesser number of futures contracts or by attempting to achieve only a partial
hedge against price changes affecting the Portfolio's securities portfolio. When
hedging of this character is successful, any depreciation in the value of
portfolio securities can be substantially offset by appreciation in the value of
the futures position. However, any unanticipated appreciation in the value of
the Portfolio's portfolio securities could be offset substantially by a decline
in the value of the futures position.

The acquisition of put and call options on futures contracts gives the
Portfolio the right (but not the obligation), for a specified price, to sell or
purchase the underlying futures contract at any time during the option period.
Purchasing an option on a futures contract gives the Portfolio the benefit of
the futures position if prices move in a favorable direction, and limits its
risk of loss, in the event of an unfavorable price movement, to the loss of the
premium and transaction costs.

The Portfolio may terminate its position in an option contract by
selling an offsetting option on the same series. There is no guarantee that such
a closing transaction can be effected. The Portfolio's ability to establish and
close out positions on such options is dependent upon a liquid market.

Loss from investing in futures transactions by the Portfolio is
potentially unlimited.

B-7

<PAGE>

The Portfolio will engage in transactions in futures contracts and
related options only to the extent such transactions are consistent with the
requirements of the Internal Revenue Code of 1986, as amended, for maintaining
its qualification as a regulated investment company for federal income tax
purposes.

Options on Securities, Securities Indices and Currencies. The Portfolio
may purchase put and call options on securities in which it has invested, on
foreign currencies represented in its portfolios and on any securities index
based in whole or in part on securities in which the Portfolio may invest. The
Portfolio also may enter into closing sales transactions in order to realize
gains or minimize losses on options they have purchased.

The Portfolio normally will purchase call options in anticipation of an
increase in the market value of securities of the type in which it may invest or
a positive change in the currency in which such securities are denominated. The
purchase of a call option would entitle the Portfolio, in return for the premium
paid, to purchase specified securities or a specified amount of a foreign
currency at a specified price during the option period.

The Portfolio may purchase and sell options traded on U.S. and foreign
exchanges. Although the Portfolio will generally purchase only those options for
which there appears to be an active secondary market, there can be no assurance
that a liquid secondary market on an exchange will exist for any particular
option or at any particular time. For some options, no secondary market on an
exchange may exist. In such event, it might not be possible to effect closing
transactions in particular options, with the result that the Portfolio would
have to exercise its options in order to realize any profit and would incur
transaction costs upon the purchase or sale of the underlying securities.

Although the Portfolio does not currently intend to do so, it may, in
the future, write (i.e., sell) covered put and call options on securities,
securities indices and currencies in which they may invest. A covered call
option involves the Portfolio's giving another party, in return for a premium,
the right to buy specified securities owned by the Portfolio at a specified
future date and price set at the time of the contract. A covered call option
serves as a partial hedge against a price decline of the underlying security.
However, by writing a covered call option, the Portfolio gives up the
opportunity, while the option is in effect, to realize gain from any price
increase (above the option exercise price) in the underlying security. In
addition, the Portfolio's ability to sell the underlying security is limited
while the option is in effect unless the Portfolio effects a closing purchase
transaction.

B-8

<PAGE>

The Portfolio also may write covered put options that give the holder
of the option the right to sell the underlying security to the Portfolio at the
stated exercise price. The Portfolio will receive a premium for writing a put
option but will be obligated for as long as the option is outstanding to
purchase the underlying security at a price that may be higher than the market
value of that security at the time of exercise. In order to "cover" put options
it has written, the Portfolio will cause its custodian to segregate cash, cash
equivalents, U.S. Government securities or other liquid equity or debt
securities with at least the value of the exercise price of the put options. The
Portfolio will not write put options if the aggregate value of the obligations
underlying the put options exceeds 25% of the Portfolio's total assets.

Equity-Linked Derivatives--SPDRs, WEBS, DIAMONDS and OPALS. The
Portfolio may invest in Standard & Poor's ("S&P") Depository Receipts ("SPDRs")
and S&P's MidCap 400 Depository Receipts ("MidCap SPDRs"), World Equity
Benchmark Series ("WEBS"), Dow Jones Industrial Average instruments ("DIAMONDS")
and baskets of Country Securities ("OPALS"). Each of these instruments is a
derivative security whose value follows a well-known securities index or baskets
of securities.

B-9

<PAGE>

Other Investment Practices

Repurchase Agreements. The Portfolio may enter into repurchase
agreements. The Portfolio's repurchase agreements will generally involve a
short-term investment in a U.S. Government security or other high-grade liquid
debt security, with the seller of the underlying security agreeing to repurchase
it at a mutually agreed-upon time and price. The repurchase price is generally
higher than the purchase price, the difference being interest income to the
Portfolio. Alternatively, the purchase and repurchase prices may be the same,
with interest at a stated rate due to the Portfolio together with the repurchase
price on the date of repurchase. In either case, the income to the Portfolio is
unrelated to the interest rate on the underlying security.

Under each repurchase agreement, the seller is required to maintain the
value of the securities subject to the repurchase agreement at not less than
their repurchase price. The Manager, acting under the supervision of the Board,
reviews on a periodic basis the suitability and creditworthiness, and the value
of the collateral, of those sellers with whom the Portfolio enters into
repurchase agreements to evaluate potential risk. All repurchase agreements will
be made pursuant to procedures adopted and regularly reviewed by the Board.

The Portfolio generally will enter into repurchase agreements of short
maturities, from overnight to one week, although the underlying securities will
generally have longer maturities. The Portfolio regards repurchase agreements
with maturities in excess of seven days as illiquid. The Portfolio may not
invest more than 15% of the value of its net assets in illiquid securities,
including repurchase agreements with maturities greater than seven days.

For purposes of the Investment Company Act, a repurchase agreement is
deemed to be a collateralized loan from the Portfolio to the seller of the
security subject to the repurchase agreement. It is not clear whether a court
would consider the security acquired by the Portfolio subject to a repurchase
agreement as being owned by the Portfolio or as being collateral for a loan by
the Portfolio to the seller. If bankruptcy or insolvency proceedings are
commenced with respect to the seller of the security before its repurchase, the
Portfolio may encounter delays and incur costs before being able to sell the
security. Delays may involve loss of interest or a decline in price of the
security. If a court characterizes such a transaction as a loan and the
Portfolio has not perfected a security interest in the security, the Portfolio
may be required to return the security to the seller's estate and be treated as
an unsecured creditor. As such, the Portfolio would be at risk of losing some or
all of the principal and income involved in the transaction. As with any
unsecured debt instrument purchased for the Portfolio, the Manager seeks to
minimize the risk of loss through repurchase agreements by analyzing the
creditworthiness of the seller of the security.

Apart from the risk of bankruptcy or insolvency proceedings, the
Portfolio also runs the risk that the seller may fail to repurchase the
security. However, the Portfolio always requires collateral for any repurchase
agreement to which it is a party in the form of securities acceptable to it, the
market value of which is equal to at least 100% of the amount invested by the
Portfolio plus accrued interest, and the Portfolio makes payment against such
securities only upon physical delivery or evidence of book entry transfer to the
account of its custodian bank. If the market value of the security subject to
the repurchase agreement becomes less than the repurchase price (including
interest), the Portfolio, pursuant to its repurchase agreement, may require the
seller of the security to deliver additional securities so that the market value
of all securities subject to the repurchase agreement equals or exceeds the
repurchase price (including interest) at all times.

B-10

<PAGE>

The Portfolio may participate in one or more joint accounts with each
other and other series of the Trust and the Montgomery Funds II that invest in
repurchase agreements collateralized, subject to their investment policies,
either by (i) obligations issued or guaranteed as to principal and interest by
the U.S. government or by one of its agencies or instrumentalities, or (ii)
privately issued mortgage-related securities that are in turn collateralized by
securities issued by GNMA, FNMA or FHLMC, and are rated in the highest rating
category by a nationally recognized statistical rating organization, or, if
unrated, are deemed by the Manager to be of comparable quality using objective
criteria. Any such repurchase agreement will have, with rare exceptions, an
overnight, over-the-weekend or over-the-holiday duration, and in no event have a
duration of more than seven days.

Reverse Repurchase Agreements. The Portfolio may enter into reverse
repurchase agreements. The Portfolio typically will invest the proceeds of a
reverse repurchase agreement in money market instruments or repurchase
agreements maturing not later than the expiration of the reverse repurchase
agreement. This use of proceeds involves leverage, and the Portfolio will enter
into a reverse repurchase agreement for leverage purposes only when the Manager
believes that the interest income to be earned from the investment of the
proceeds would be greater than the interest expense of the transaction. The
Portfolio also may use the proceeds of reverse repurchase agreements to provide
liquidity to meet redemption requests when sale of the Portfolio's securities is
disadvantageous.

The Portfolio causes its custodian to segregate liquid assets, such as
cash, U.S. government securities or other liquid equity or debt securities equal
in value to their obligations (including accrued interest) with respect to
reverse repurchase agreements. Such assets are marked to market daily to ensure
that full collateralization is maintained.

Lending of Portfolio Securities. Although the Portfolio currently does
not intend to do so, the Portfolio may lend its portfolio securities in order to
generate additional income. Such loans may be made to broker-dealers or other
financial institutions whose creditworthiness is acceptable to the Manager.
These loans would be required to be secured continuously by collateral,
including cash, cash equivalents, irrevocable letters of credit, U.S. government
securities, or other high-grade liquid debt securities, maintained on a current
basis (i.e., marked to market daily) at an amount at least equal to 100% of the
market value of the securities loaned plus accrued interest. The Portfolio may
pay reasonable administrative and custodial fees in connection with a loan and
may pay a negotiated portion of the income earned on the cash to the borrower or
placing broker. Loans are subject to termination at the option of the Portfolio
or the borrower at any time. Upon such termination, the Portfolio is entitled to
obtain the return of the securities loaned within five business days.

For the duration of the loan, the Portfolio will continue to receive
the equivalent of the interest or dividends paid by the issuer on the securities
loaned, will receive proceeds from the investment of the collateral and will
continue to retain any voting rights with respect to those securities. As with
other extensions of credit, there are risks of delay in recovery or even losses
of rights in the securities loaned should the borrower of the securities fail
financially. However, the loans will be made only to borrowers deemed by the
Manager to be creditworthy, and when, in the judgment of the Manager, the income
which can be earned currently from such loans justifies the attendant risk.

When-Issued and Forward Commitment Securities. The Portfolio may
purchase securities on a "when-issued" basis and may purchase or sell securities
on a "forward commitment" or "delayed delivery" basis. The

B-11

<PAGE>

price of such securities is fixed at the time the commitment to purchase or sell
is made, but delivery and payment for the securities take place at a later date.
Normally, the settlement date occurs within one month of the purchase; during
the period between purchase and settlement, no payment is made by the Portfolio
to the issuer. While the Portfolio reserves the right to sell when-issued or
delayed delivery securities prior to the settlement date, the Portfolio intends
to purchase such securities with the purpose of actually acquiring them unless a
sale appears desirable for investment reasons. At the time the Portfolio makes a
commitment to purchase a security on a when-issued or delayed delivery basis, it
will record the transaction and reflect the value of the security in determining
its net asset value. The market value of the when-issued securities may be more
or less than the settlement price. The Portfolio does not believe that its net
asset values will be adversely affected by its purchase of securities on a
when-issued or delayed delivery basis. The Portfolio causes its custodian to
segregate cash, U.S. government securities or other liquid equity or debt
securities with a value equal in value to commitments for when-issued or delayed
delivery securities. The segregated securities either will mature or, if
necessary, be sold on or before the settlement date. To the extent that assets
of the Portfolio are held in cash pending the settlement of a purchase of
securities, the Portfolio will earn no income on these assets.

The Portfolio may seek to hedge investments or to realize additional
gains through forward commitments to sell high-grade liquid debt securities it
does not own at the time it enters into the commitments. Such forward
commitments effectively constitute a form of short sale. To complete such a
transaction, the Portfolio must obtain the security which it has made a
commitment to deliver. If the Portfolio does not have cash available to purchase
the security it is obligated to deliver, it may be required to liquidate
securities in its portfolio at either a gain or a loss, or borrow cash under a
reverse repurchase or other short-term arrangement, thus incurring an additional
expense. In addition, the Portfolio may incur a loss as a result of this type of
forward commitment if the price of the security increases between the date the
Portfolio enters into the forward commitment and the date on which it must
purchase the security it is committed to deliver. The Portfolio will realize a
gain from this type of forward commitment if the security declines in price
between those dates. The amount of any gain will be reduced, and the amount of
any loss increased, by the amount of the interest or other transaction expenses
the Portfolio may be required to pay in connection with this type of forward
commitment. Whenever the Portfolio engages in this type of transaction, it will
segregate assets as discussed above.

Illiquid Securities. The Portfolio may invest up to 15% of its net
assets in illiquid securities. The term "illiquid securities" for this purpose
means securities that cannot be disposed of within seven days in the ordinary
course of business at approximately the amount at which the Portfolio has valued
the securities and includes, among others, repurchase agreements maturing in
more than seven days, certain restricted securities and securities that are
otherwise not freely transferable. Illiquid securities also include shares of an
investment company held by the Portfolio in excess of 1% of the total
outstanding shares of that investment company. Restricted securities may be sold
only in privately negotiated transactions or in public offerings with respect to
which a registration statement is in effect under the Securities Act of 1933, as
amended ("1933 Act"). Illiquid securities acquired by the Portfolio may include
those that are subject to restrictions on transferability contained in the
securities laws of other countries. Securities that are freely marketable in the
country where they are principally traded, but that would not be freely
marketable in the United States, will not be considered illiquid. Where
registration is required, the Portfolio may be obligated to pay all or part of
the registration expenses and a considerable period may elapse between the time
of the decision to sell and the time the Portfolio may be permitted to sell a
security under an effective registration statement. If, during such a period,
adverse market

B-12

<PAGE>

conditions were to develop, the Portfolio might obtain a less favorable price
than prevailed when it decided to sell.

Rule 144A under the 1933 Act establishes a safe harbor from the
registration requirements of the 1933 Act for resales of certain securities to
qualified institutional buyers. Institutional markets for restricted securities
sold pursuant to Rule 144A in many cases provide both readily ascertainable
values for restricted securities and the ability to liquidate an investment to
satisfy share redemption orders. Such markets might include automated systems
for the trading, clearance and settlement of unregistered securities of domestic
and foreign issuers, such as the PORTAL System sponsored by the National
Association of Securities Dealers, Inc. An insufficient number of qualified
buyers interested in purchasing Rule 144A-eligible restricted securities,
however, could adversely affect the marketability of such portfolio securities
and result in the Portfolio's inability to dispose of such securities promptly
or at favorable prices.

The Board has delegated the function of making day-to-day
determinations of liquidity to the Manager pursuant to guidelines approved by
the Board. The Manager takes into account a number of factors in reaching
liquidity decisions, including, but not limited to: (i) the frequency of trades
for the security, (ii) the number of dealers that quote prices for the security,
(iii) the number of dealers that have undertaken to make a market in the
security, (iv) the number of other potential purchasers, and (v) the nature of
the security and how trading is effected (e.g., the time needed to sell the
security, how bids are solicited and the mechanics of transfer). The Manager
monitors the liquidity of restricted securities in the Portfolio's portfolios
and reports periodically on such decisions to the Board.

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

Portfolio securities are sold whenever the Manager believes it
appropriate, regardless of how long the securities have been held. The Manager
therefore changes the Portfolio's investments whenever it believes doing so will
further the Portfolio's investment objectives or when it appears that a position
of the desired size

B-13

<PAGE>

cannot be accumulated. Portfolio turnover generally involves some expenses to
the Portfolio, including brokerage commissions, dealer markups, and other
transaction costs and may result in the recognition of gains that may be
distributed to shareholders. Portfolio turnover in excess of 100% is considered
high and increases such costs. Even when portfolio turnover exceeds 100%,
however, the Portfolio does not regard portfolio turnover as a limiting factor.

RISK FACTORS

The following describes certain risks involved with investing in the
Portfolio in addition to those described in the prospectus or elsewhere in this
Statement of Additional Information.

Foreign Securities

The Portfolio may purchase securities in foreign countries.
Accordingly, shareholders should consider carefully the substantial risks
involved in investing in securities issued by companies and governments of
foreign nations, which are in addition to the usual risks inherent in domestic
investments. Foreign investments involve the possibility of expropriation,
nationalization or confiscatory taxation; taxation of income earned in foreign
nations (including, for example, withholding taxes on interest and dividends) or
other taxes imposed with respect to investments in foreign nations; foreign
exchange controls (which may include suspension of the ability to transfer
currency from a given country and repatriation of investments); default in
foreign government securities, and political or social instability or diplomatic
developments that could adversely affect investments. In addition, there is
often less publicly available information about foreign issuers than those in
the United States. Foreign companies are often not subject to uniform
accounting, auditing and financial reporting standards. Further, the Portfolio
may encounter difficulties in pursuing legal remedies or in obtaining judgments
in foreign courts.

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

Because certain securities may be denominated in foreign currencies,
the value of such securities will be affected by changes in currency exchange
rates and in exchange control regulations, and costs will be incurred in
connection with conversions between currencies. A change in the value of a
foreign currency against the U.S. dollar results in a corresponding change in
the U.S. dollar value of the Portfolio's securities denominated in the currency.
Such changes also affect the Portfolio's income and distributions to
shareholders. The Portfolio may be affected either favorably or unfavorably by
changes in the relative rates of exchange among the currencies of different
nations, and the Portfolio may therefore engage in foreign currency hedging
strategies. Such strategies,

B-14

<PAGE>

however, involve certain transaction costs and investment risks, including
dependence upon the Manager's ability to predict movements in exchange rates.

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

Interest Rates

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

Equity Swaps

The Portfolio may invest in equity swaps. Equity swaps allow the
parties to exchange the dividend income or other components of return on an
equity investment (e.g., a group of equity securities or an index) for a
component of return on another non-equity or equity investment. Equity swaps are
derivatives, and their values can be very volatile. To the extent that the
Manager does not accurately analyze and predict the potential relative
fluctuation of the components swapped with another party, the Portfolio may
suffer a loss. The value of some components of an equity swap (like the
dividends on a common stock) may also be sensitive to changes in interest rates.
Furthermore, during the period a swap is outstanding, the Portfolio may suffer a
loss if the counterparty defaults.

Short Sales

The Portfolio does not expect to make significant use of short sales,
but the portfolio managers may, from time to time, engage in short sales when
believed to be appropriate. Short sales are transactions in which the Portfolio
sells a security or other asset which it does not own, in anticipation of a
decline in the market value of the security or other asset. The Portfolio will
realize a profit or incur a loss depending upon whether the price of the
security sold short decreases or increases in value between the date of the
short sale and the date on which the Portfolio must replace the borrowed
security. Short sales are speculative investments and involve

B-15

<PAGE>

special risks, including greater reliance on the Manager's accurately
anticipating the future value of a security. Short sales also may result in the
Portfolio's recognition of gain for certain portfolio securities.

Until the Portfolio replaces a borrowed security, it will instruct its
custodian to identify as unavailable for investment cash, U.S. government
securities, or other liquid debt or equity securities such that the amount so
identified plus any amount deposited with a broker or other custodian as
collateral will equal the current value of the security sold short and will not
be less than the value of the security at the time it was sold short. Depending
on arrangements made with the broker or custodian, the Portfolio may not receive
any payments (including interest) on collateral deposited with the broker or
custodian.

Non-Diversified Portfolio

The Portfolio is a "non-diversified" investment company under the
Investment Company Act. This means that, with respect to 50% of the Portfolio's
total assets, it may not invest more than 5% of its total assets in the
securities of any one issuer (other than the U.S. government). The balance of
its assets may be invested in as few as two issuers. Thus, up to 25% of the
Portfolio's total assets may be invested in the securities of any one issuer.
The investment return on a non-diversified portfolio, however, typically is
dependent upon the performance of a smaller number of issuers relative to the
number of issuers held in a diversified portfolio. If the financial condition or
market assessment of certain issuers changes, the Portfolio's policy of
acquiring large positions in the obligations of a relatively small number of
issuers may affect the value of its portfolio to a greater extent than if its
portfolio were fully diversified.

INVESTMENT RESTRICTIONS

The following policies and investment restrictions have been adopted by
the Portfolio and (unless otherwise noted) are fundamental and cannot be changed
without the affirmative vote of a majority of the Portfolio's outstanding voting
securities as defined in the Investment Company Act. The Portfolio may not:

1. Make loans to others, except (a) through the purchase of debt
securities in accordance with its investment objective and
policies, (b) through the lending of up to 30% of its
portfolio securities as described above, or (c) to the extent
the entry into a repurchase agreement or a reverse dollar roll
transaction is deemed to be a loan.

2. (a) Borrow money, except for temporary or emergency purposes
from a bank, or pursuant to reverse repurchase agreements
or dollar roll transactions and then not in excess of
one-third of the value of its total assets (including the
proceeds of such borrowings, at the lower of cost or fair
market value). Any such borrowing will be made only if
immediately thereafter there is an asset coverage of at
least 300% of all borrowings, and no additional
investments may be made while any such borrowings are in
excess of 10% of total assets. Transactions that are
fully collateralized in a manner that does not involve
the prohibited issuance of a "senior security" within the
meaning of Section 18(f) of the Investment Company Act
shall not be regarded as borrowings for the purposes of
this restriction.

B-16

<PAGE>

(b) Mortgage, pledge or hypothecate any of its assets except
in connection with permissible borrowings and permissible
forward contracts, futures contracts, option contracts or
other hedging transactions.

3. Except as required in connection with permissible hedging
activities, purchase securities on margin or underwrite
securities. (This does not preclude the Portfolio from
obtaining such short-term credit as may be necessary for the
clearance of purchases and sales of its portfolio securities
or from engaging in transactions that are fully collateralized
in a manner that does not involve the prohibited issuance of a
senior security within the meaning of Section 18(f) of the
Investment Company Act.)

4. Buy or sell real estate or commodities or commodity contracts;
however, the Portfolio, to the extent not otherwise prohibited
in the Prospectus or this Statement of Additional Information,
may invest in securities secured by real estate or interests
therein or issued by companies which invest in real estate or
interests therein, including real estate investment trusts,
and may purchase or sell currencies (including forward
currency exchange contracts), futures contracts and related
options generally as described in this Statement of Additional
Information.

5. Invest in securities of other investment companies, except to
the extent permitted by the Investment Company Act and
discussed in this Statement of Additional Information, or as
such securities may be acquired as part of a merger,
consolidation or acquisition of assets.

6. Invest, in the aggregate, more than 15% of its net assets in
illiquid securities, including (under current SEC
interpretations) restricted securities (excluding liquid Rule
144A-eligible restricted securities), securities which are not
otherwise readily marketable, repurchase agreements that
mature in more than seven days and over-the-counter options
(and securities underlying such options) purchased by the
Portfolio. (This is an operating policy that may be changed
without shareholder approval, consistent with the Investment
Company Act and changes in relevant SEC interpretations).

7. Invest in any issuer for purposes of exercising control or
management of the issuer. (This is an operating policy that
may be changed without shareholder approval, consistent with
the Investment Company Act.)

8. Invest more than 25% of the market value of its total assets
in the securities of companies engaged in any one industry.
(This does not apply to investment in the securities of the
U.S. government, its agencies or instrumentalities.) For
purposes of this restriction, the Portfolio generally relies
on the U.S. Office of Management and Budget's Standard
Industrial Classifications.

9. Issue senior securities, as defined in the Investment Company
Act, except that this restriction shall not be deemed to
prohibit the Portfolio from (a) making any permitted
borrowings, mortgages or pledges, or (b) entering into
permissible repurchase and dollar roll transactions.

B-17

<PAGE>

10. Except as described in this Statement of Additional
Information, acquire or dispose of put, call, straddle or
spread options unless:

(a) such options are written by other persons or are put
options written with respect to securities representing
25% or less of the Portfolio's total assets, and

(b) the aggregate premiums paid on all such options which are
held at any time do not exceed 5% of the Portfolio's
total assets.

(This is an operating policy that may be changed without
shareholder approval.)

11. Except as described in the Prospectus and this Statement of
Additional Information, engage in short sales of securities.
(This is an operating policy that may be changed without
shareholder approval, consistent with applicable regulations.)

12. Purchase more than 10% of the outstanding voting securities of
any one issuer. (This is an operating policy that may be
changed without shareholder approval.)

13. Invest in commodities, except for futures contracts or options
on futures contracts if the investments are either (a) for
bona fide hedging purposes within the meaning of CFTC
regulations or (b) for other than bona fide hedging purposes
if, as a result thereof, no more than 5% of the Portfolio's
total assets (taken at market value at the time of entering
into the contract) would be committed to initial deposits and
premiums on open futures contracts and options on such
contracts.

To the extent these restrictions reflect matters of operating policy
that may be changed without shareholder vote, these restrictions may be amended
upon approval by the Board and notice to shareholders.

DISTRIBUTIONS AND TAX INFORMATION

Distributions. The Portfolio receives income in the form of dividends
and interest earned on its investments in securities. This income, less the
expenses incurred in their operations, is the Portfolio's net investment income,
substantially all of which will be declared as dividends to the Portfolio's
shareholders.

The amount of ordinary income dividend payments by the Portfolio is
dependent upon the amount of net investment income received by the Portfolio
from its portfolio holdings, is not guaranteed and is subject to the discretion
of the Portfolio's Board. The Portfolio does not pay "interest" or guarantee any
fixed rate of return on an investment in its shares.

The Portfolio also may derive capital gains or losses in connection
with sales or other dispositions of their portfolio securities. Any net gain the
Portfolio may realize from transactions involving investments held less than the
period required for long-term capital gain or loss recognition or otherwise
producing short-term

B-18

<PAGE>

capital gains and losses (taking into account any carryover of capital losses
from the eight previous taxable years), although a distribution from capital
gains, will be distributed to shareholders with and as a part of dividends
giving rise to ordinary income. If during any year the Portfolio realizes a net
gain on transactions involving investments held for the period required for
long-term capital gain or loss recognition or otherwise producing long-term
capital gains and losses, the Portfolio will have a net long-term capital gain.
After deduction of the amount of any net short-term capital loss, the balance
(to the extent not offset by any capital losses carried over from the eight
previous taxable years) will be distributed and treated as long-term capital
gains in the hands of the shareholders regardless of the length of time the
Portfolio's shares may have been held by the shareholders.

Any dividend or distribution per share paid by the Portfolio reduces
its net asset value per share on the date paid by the amount of the dividend or
distribution per share. Accordingly, a dividend or distribution paid shortly
after a purchase of shares by a shareholder would represent, in substance, a
partial return of capital (to the extent it is paid on the shares so purchased),
even though it would be subject to income taxes.

Dividends and other distributions will be reinvested in additional
shares of the Portfolio unless the shareholder has otherwise indicated.
Investors have the right to change their elections with respect to the
reinvestment of dividends and distributions by notifying the Transfer Agent in
writing, but any such change will be effective only as to dividends and other
distributions for which the record date is seven or more business days after the
Transfer Agent has received the written request.

Tax Information. The Portfolio has elected and intends to continue to
qualify to be treated as a regulated investment company under Subchapter M of
the Internal Revenue Code of 1986, as amended (the "Code"), for each taxable
year by complying with all applicable requirements regarding the source of its
income, the diversification of its assets, and the timing of its distributions.
The Portfolio has so qualified and elected in prior tax years. The Portfolio's
policy is to distribute to their shareholders all of their investment company
taxable income and any net realized capital gains for each fiscal year in a
manner that complies with the distribution requirements of the Code, so the
Portfolio will not be subject to any federal income tax or excise taxes based on
net income. However, the Board of Trustees may elect to pay such excise taxes if
it determines that payment is, under the circumstances, in the best interests of
the Portfolio.

In order to qualify as a regulated investment company, the Portfolio
must, among other things, (a) derive at least 90% of its gross income each year
from dividends, interest, payments with respect to loans of stock and
securities, gains from the sale or other disposition of stock or securities or
foreign currency gains related to investments in stocks or other securities, or
other income (generally including gains from options, futures or forward
contracts) derived with respect to the business of investing in stock,
securities or currency, and (b) diversify its holdings so that, at the end of
each fiscal quarter, (i) at least 50% of the market value of its assets is
represented by cash, cash items, U.S. Government securities, securities of other
regulated investment companies and other securities limited, for purposes of
this calculation, in the case of other securities of any one issuer to an amount
not greater than 5% of the Portfolio's assets or 10% of the voting securities of
the issuer, and (ii) not more than 25% of the value of its assets is invested in
the securities of any one issuer (other than U.S.

B-19

<PAGE>

Government securities or securities of other regulated investment companies). As
such, and by complying with the applicable provisions of the Code, the Portfolio
will not be subject to federal income tax on taxable income (including realized
capital gains) that is distributed to shareholders in accordance with the timing
requirements of the Code. If the Portfolio is unable to meet certain
requirements of the Code, it may be subject to taxation as a corporation.

Distributions of net investment income and net realized capital gains
by the Portfolio will be taxable to shareholders whether made in cash or
reinvested in shares. In determining amounts of net realized capital gains to be
distributed, any capital loss carryovers from the eight prior taxable years will
be applied against capital gains. Shareholders receiving distributions in the
form of additional shares will have a cost basis for federal income tax purposes
in each share so received equal to the net asset value of a share of the
Portfolio on the reinvestment date. Portfolio distributions also will be
included in individual and corporate shareholders' income on which the
alternative minimum tax may be imposed.

The Portfolio or any securities dealer effecting a redemption of the
Portfolio's shares by a shareholder will be required to file information reports
with the IRS with respect to distributions and payments made to the shareholder.
In addition, the Portfolio will be required to withhold federal income tax at
the rate of 31% on taxable dividends, redemptions and other payments made to
accounts of individual or other non-exempt shareholders who have not furnished
their correct taxpayer identification numbers and made certain required
certifications on the Account Application Form or with respect to which the
Portfolio or the securities dealer has been notified by the IRS that the number
furnished is incorrect or that the account is otherwise subject to withholding.

The Portfolio intends to declare and pay dividends and other
distributions, as stated in the Prospectus. In order to avoid the payment of any
federal excise tax based on net income, the Portfolio must declare on or before
December 31 of each year, and pay on or before January 31 of the following year,
distributions at least equal to 98% of its ordinary income for that calendar
year and at least 98% of the excess of any capital gains over any capital losses
realized in the one-year period ending October 31 of that year, together with
any undistributed amounts of ordinary income and capital gains (in excess of
capital losses) from the previous calendar year.

The Portfolio may receive dividend distributions from U.S.
corporations. To the extent that the Portfolio receives such dividends and
distributes them to its shareholders, and meets certain other requirements of
the Code, corporate shareholders of the Portfolio may be entitled to the
"dividends received" deduction. Availability of the deduction is subject to
certain holding period and debt-financing limitations.

If more than 50% in value of the total assets of the Portfolio at the
end of its fiscal year is invested in stock or other securities of foreign
corporations, the Portfolio may elect to pass through to its shareholders the
pro rata share of all foreign income taxes paid by the Portfolio. If this
election is made, shareholders will be (i) required to include in their gross
income their pro rata share of any foreign income taxes paid by the Portfolio,
and (ii) entitled either to deduct their share of such foreign taxes in
computing their taxable income or to claim a credit for such taxes against their
U.S. income tax, subject to certain limitations under the Code, including
certain holding period requirements. In this case, shareholders will be informed
in writing by the Portfolio at the end of each calendar year regarding the
availability of any credits on and the amount of foreign source income
(including or excluding foreign income taxes paid by the Portfolio) to be
included in their income tax returns. If

B-20

<PAGE>

50% or less in value of the Portfolio's total assets at the end of its fiscal
year are invested in stock or other securities of foreign corporations, the
Portfolio will not be entitled under the Code to pass through to its
shareholders their pro rata share of the foreign income taxes paid by the
Portfolio. In this case, these taxes will be taken as a deduction by the
Portfolio.

The Portfolio may be subject to foreign withholding taxes on dividends
and interest earned with respect to securities of foreign corporations. The
Portfolio may invest up to 10% of its total assets in the stock of foreign
investment companies. Such companies are likely to be treated as "passive
foreign investment companies" ("PFICs") under the Code. Certain other foreign
corporations, not operated as investment companies, may nevertheless satisfy the
PFIC definition. A portion of the income and gains that the Portfolio derives
from PFIC stock may be subject to a non-deductible federal income tax at the
Portfolio level. In some cases, the Portfolio may be able to avoid this tax by
electing to be taxed currently on its share of the PFIC's income, whether or not
such income is actually distributed by the PFIC. The Portfolio will endeavor to
limit its exposure to the PFIC tax by investing in PFICs only where the election
to be taxed currently will be made. Because it is not always possible to
identify a foreign issuer as a PFIC in advance of making the investment, the
Portfolio may incur the PFIC tax in some instances.

Hedging. The use of hedging strategies, such as entering into futures
contracts and forward contracts and purchasing options, involves complex rules
that will determine the character and timing of recognition of the income
received in connection therewith by the Portfolio. Income from foreign
currencies (except certain gains therefrom that may be excluded by future
regulations) and income from transactions in options, futures contracts and
forward contracts derived by the Portfolio with respect to its business of
investing in securities or foreign currencies will qualify as permissible income
under Subchapter M of the Code.

For accounting purposes, when the Portfolio purchases an option, the
premium paid by the Portfolio is recorded as an asset and is subsequently
adjusted to the current market value of the option. Any gain or loss realized by
the Portfolio upon the expiration or sale of such options held by the Portfolio
generally will be capital gain or loss.

Any security, option, or other position entered into or held by the
Portfolio that substantially diminishes the Portfolio's risk of loss from any
other position held by the Portfolio may constitute a "straddle" for federal
income tax purposes. In general, straddles are subject to certain rules that may
affect the amount, character and timing of the Portfolio's gains and losses with
respect to straddle positions by requiring, among other things, that the loss
realized on disposition of one position of a straddle be deferred until gain is
realized on disposition of the offsetting position; that the Portfolio's holding
period in certain straddle positions not begin until the straddle is terminated
(possibly resulting in the gain being treated as short-term capital gain rather
than long-term capital gain); and that losses recognized with respect to certain
straddle positions, which would otherwise constitute short-term capital losses,
be treated as long-term capital losses. Different elections are available to the
Portfolio that may mitigate the effects of the straddle rules.

Certain options, futures contracts and forward contracts that are
subject to Section 1256 of the Code ("Section 1256 Contracts") and that are held
by the Portfolio at the end of its taxable year generally will be required to be
"marked to market" for federal income tax purposes, that is, deemed to have been
sold at market value. Sixty percent of any net gain or loss

B-21

<PAGE>

recognized on these deemed sales and 60% of any net gain or loss realized from
any actual sales of Section 1256 Contracts will be treated as long-term capital
gain or loss, and the balance will be treated as short-term capital gain or
loss.

Section 988 of the Code contains special tax rules applicable to
certain foreign currency transactions that may affect the amount, timing and
character of income, gain or loss recognized by the Portfolio. Under these
rules, foreign exchange gain or loss realized with respect to foreign
currency-denominated debt instruments, foreign currency forward contracts,
foreign currency-denominated payables and receivables and foreign currency
options and futures contracts (other than options and futures contracts that are
governed by the mark-to-market and 60/40 rules of Section 1256 of the Code and
for which no election is made) is treated as ordinary income or loss. Some part
of the Portfolio's gain or loss on the sale or other disposition of shares of a
foreign corporation may, because of changes in foreign currency exchange rates,
be treated as ordinary income or loss under Section 988 of the Code, rather than
as capital gain or loss.

Redemptions and exchanges of shares of the Portfolio will result in
gains or losses for tax purposes to the extent of the difference between the
proceeds and the shareholder's adjusted tax basis for the shares. Any loss
realized upon the redemption or exchange of shares within six months from their
date of purchase will be treated as a long-term capital loss to the extent of
distributions of long-term capital gain dividends with respect to such shares
during such six-month period. All or a portion of a loss realized upon the
redemption of shares of the Portfolio may be disallowed to the extent shares of
the Portfolio are purchased (including shares acquired by means of reinvested
dividends) within 30 days before or after such redemption.

The above discussion and the related discussion in the Prospectus are
not intended to be complete discussions of all applicable federal tax
consequences of an investment in the Portfolio. The law firm of Paul, Hastings,
Janofsky & Walker LLP has expressed no opinion in respect thereof. Nonresident
aliens and foreign persons are subject to different tax rules, and may be
subject to withholding of up to 30% on certain payments received from the
Portfolio. Shareholders are advised to consult with their own tax advisers
concerning the application of foreign, federal, state and local taxes to an
investment in the Portfolio.

TRUSTEES AND OFFICERS

The Trustees of the Trust are responsible for the overall management of
the Portfolio, including establishing the Portfolio's policies, general
supervision and review of their investment activities. The officers (the Trust,
as well as two affiliated Trusts, The Montgomery Funds II and The Montgomery
Funds III, have the same officers), who administer the Portfolio's daily
operations, are appointed by the Board of Trustees. The current Trustees and
officers of the Trust performing a policy-making function and their affiliations
and principal occupations for the past five years are set forth below:

George A. Rio, President and Treasurer (born 1955)
60 State Street, Suite 1300, Boston, Massachusetts 02109. Mr. Rio is Executive
Vice President and Client Service Director of Funds Distributor, Inc. ("FDI")
and an officer of certain investment companies distributed by FDI or its
affiliates (since April 1998). From June 1995 to March 1998, he was Senior Vice
President, Senior Key Account Manager for Putnam Mutual Funds. From May 1994 to
June 1995, he was Director of business

B-22

<PAGE>

development for First Data Corporation. From September 1993 to May 1994, he was
Senior Vice President and Manager of Client Services; and Director of Internal
Audit at the Boston Company.

Karen Jacoppo-Wood, Vice President and Assistant Secretary (born 1966)
60 State Street, Suite 1300, Boston, Massachusetts 02109. Ms. Jacoppo-Wood is
the Vice President and Senior Counsel of FDI and an officer of certain
investment companies distributed by FDI or its affiliates. From June 1994 to
January 1996, Ms. Jacoppo-Wood was a Manager, SEC Registration, Scudder, Stevens
& Clark, Inc.

Margaret W. Chambers, Secretary (born 1959)
60 State Street, Suite 1300, Boston, Massachusetts 02109. Ms. Chambers is Senior
Vice President and General Counsel of FDI and an officer of certain investment
companies distributed by FDI or its affiliates (since April 1998). From August
1996 to March 1998, Ms. Chambers was Vice President and Assistant General
Counsel for Loomis, Sayles & Company, L.P. From January 1986 to July 1996, she
was an associate with the law firm of Ropes & Gray.

Christopher J. Kelley, Vice President and Assistant Secretary (born 1964)
60 State Street, Suite 300, Boston, Massachusetts 02109. Mr. Kelley is the Vice
President and Senior Associate General Counsel of FDI and Premier Mutual, and an
officer of certain investment companies distributed by FDI or its affiliates.
From April 1994 to July 1996, Mr. Kelley was Assistant Counsel at Forum
Financial Group.

Mary A. Nelson, Vice President and Assistant Treasurer (born 1964)
60 State Street, Suite 1300, Boston, Massachusetts 02109. Ms. Nelson is the Vice
President and Manager of Treasury Services and Administration of FDI and Premier
Mutual, and an officer of certain investment companies distributed by FDI or its
affiliates. From 1989 to 1994 Ms. Nelson was Assistant Vice President and Client
Manager for The Boston Company, Inc.

Kathleen K. Morrisey, Vice President and Assistant Treasurer (born 1972)
60 State Street, Suite 1300, Boston, Massachusetts 02109. Ms. Morrisey is the
Assistant Vice President and Manager of Financial Administration of FDI and an
officer of certain investment companies distributed by FDI or its affiliates.
From July 1994 to November 1995, Ms. Morrisey was a Fund Accountant II for
Investors Bank & Trust Company.

Marie E. Connolly, Vice President and Assistant Treasurer (born 1957)
60 State Street, Suite 1300, Boston, Massachusetts 02109. Ms. Connolly is the
President, Chief Executive Officer, Chief Compliance Officer and Director of FDI
and Premier Mutual, and an officer of certain investment companies distributed
by FDI or its affiliates. From December 1991 to July 1994, Ms. Connolly was
President and Chief Compliance Officer of FDI. Prior to December 1991, Ms.
Connolly served as Vice President and Controller, and later Senior Vice
President of TBCA.

B-23

<PAGE>

Douglas C. Conroy, Vice President and Assistant Treasurer (born 1969)
60 State Street, Suite 130, Boston, Massachusetts 02109. Mr. Conroy is a Vice
President and Senior Client Service Manager of FDI, and an officer of certain
investment companies distributed by FDI or its affiliates. From January 1995 to
June 1998, Mr. Conroy was the Assistant Vice President and Manager of Treasury
Services and Administration. From April 1993 to January 1995, Mr. Conroy was a
Senior Fund Accountant at Investors Bank & Trust Company.

Joseph F. Tower, III, Vice President and Assistant Treasurer (born 1962)
60 State Street, Suite 1300, Boston, Massachusetts 02109. Mr. Tower is the
Executive Vice President, Treasurer and Chief Financial Officer, Chief
Administrative Officer and Director of FDI; Senior Vice President, Treasurer and
Chief Financial Officer, Chief Administrative Officer and Director of Premier
Mutual, and an officer of certain investment companies advised or administered
by Morgan, Dreyfus and Waterhouse or their respective affiliates. Prior to April
1997, Mr. Tower was Senior Vice President, Treasurer and Chief Financial
Officer, Chief Administrative Officer and Director of FDI. From July 1988 to
November 1993, Mr. Tower was Financial Manager of The Boston Company, Inc.

John A. Farnsworth, Trustee (born 1941)
One California Street, Suite 1950, San Francisco, California 94111. Mr.
Farnsworth is a partner of Pearson, Caldwell & Farnsworth, Inc., an executive
search consulting firm. From May 1988 to September 1991, Mr. Farnsworth was the
Managing Partner of the San Francisco office of Ward Howell International, Inc.,
an executive recruiting firm. From May 1987 until May 1988, Mr. Farnsworth was
Managing Director of Jeffrey Casdin & Company, an investment management firm
specializing in biotechnology companies. From May 1984 until May 1987, Mr.
Farnsworth served as a Senior Vice President of Bank of America and head of the
U.S. Private Banking Division.

Andrew Cox, Trustee (born 1944)
750 Vine Street, Denver, Colorado 80206. Since June 1988, Mr. Cox has been
engaged as an independent investment consultant. From September 1976 until June
1988, Mr. Cox was a Vice President of the Founders Group of Mutual Funds,
Denver, Colorado, and Portfolio Manager or Co-Portfolio Manager of several of
the mutual funds in the Founders Group.

Cecilia H. Herbert, Trustee (born 1949)
2636 Vallejo Street, San Francisco, California 94123. Ms. Herbert was Managing
Director of Morgan Guaranty Trust Company. From 1983 to 1991 she was General
Manager of the bank's San Francisco office, with responsibility for lending,
corporate finance and investment banking. Ms. Herbert is a member of the Board
of Schools of the Sacred Heart, and is a member of the Archdiocese of San
Francisco Finance Council, where she chairs the Investment Committee.

B-24

<PAGE>

R. Stephen Doyle, Chairman of the Board of Trustees (born 1939)+
101 California Street, San Francisco, California 94111. R. Stephen Doyle, the
founder of Montgomery Asset Management, began his career in the financial
services industry in 1974. Before starting Montgomery Asset Management in 1990,
Mr. Doyle was a General Partner and member of the Management Committee at
Montgomery Securities with specific responsibility for private placements and
venture capital. Prior to joining Montgomery Securities, Mr. Doyle was at E. F.
Hutton & Co. as a Vice President with responsibility for both retail and
institutional accounts. Mr. Doyle was also with Connecticut General Insurance,
where he served as a Consultant to New York Stock Exchange Member Firms in the
area of financial planning.

<TABLE>

The officers of the Trust, and the Trustees who are considered
"interested persons" of the Trust, receive no compensation directly from the
Trust for performing the duties of their offices. However, those officers and
Trustees who are officers or partners of the Manager or the Distributor may
receive remuneration indirectly because the Manager will receive a management
fee from the Funds and Funds Distributor, Inc., will receive commissions for
executing portfolio transactions for the Funds. The Trustees who are not
affiliated with the Manager or the Distributor receive an annual retainer and
fees and expenses for each regular Board meeting attended. The aggregate
compensation paid by the Trust to each of the Trustees during the fiscal year
ended June 30, 2000, and to be paid during the fiscal year ending June 30, 2001,
and the aggregate compensation paid to each of the Trustees during the fiscal
year ended June 30, 2000, and to be paid during the fiscal year ending June 30,
2001, by all of the registered investment companies to which the Manager
provides investment advisory services, are set forth below.

-----------------------------------------------------------------------------
Fiscal Year Ended June 30, 2000
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Aggregate Pension or Total Compensation
Compensation from Retirement Benefits From the Trust and
The Montgomery Accrued as Part of Fund Complex
Name of Trustee Funds Fund Expenses* (2 additional Trusts)
---------------------------- -----------------------------------------------------------------------------
R. Stephen Doyle None -- None
---------------------------- -----------------------------------------------------------------------------
John A. Farnsworth $35,000 -- $55,000
---------------------------- -----------------------------------------------------------------------------
Andrew Cox $35,000 -- $55,000
---------------------------- -----------------------------------------------------------------------------
Cecilia H. Herbert $35,000 -- $55,000
---------------------------- -----------------------------------------------------------------------------

Fiscal Year Ending June 30, 2001

----------------------------------------------------------------------------------------------------------
Aggregate Pension or Total Compensation
Compensation from Retirement Benefits From the Trust and
The Montgomery Accrued as Part of Fund Complex
Name of Trustee Funds Fund Expenses* (2 additional Trusts)
---------------------------- -----------------------------------------------------------------------------
R. Stephen Doyle None -- None
---------------------------- -----------------------------------------------------------------------------
John A. Farnsworth $41,500 -- $65,000
---------------------------- -----------------------------------------------------------------------------
Andrew Cox $41,500 -- $65,000
---------------------------- -----------------------------------------------------------------------------
Cecilia H. Herbert $41,500 -- $65,000
---------------------------- -----------------------------------------------------------------------------
<FN>
* The Trusts do not maintain pension or retirement plans.
</FN>

</TABLE>

_______________________________

+ Trustee deemed an "interested person" of the Funds as defined in the
Investment Company Act.

B-25

<PAGE>

Shares of the Portfolio are all sold without a sales load. Therefore,
there is no existing arrangement to reduce or eliminate any sales loads for
Trustees and other affiliated persons of the Trust.

INVESTMENT MANAGEMENT AND OTHER SERVICES

Investment Management Services. As stated in the Prospectus, investment
management services are provided to the Portfolio by Montgomery Asset Management
LLC (the "Manager"), pursuant to an Investment Management Agreement between the
Manager and The Montgomery Funds dated July 31, 1997 (the "Agreement").

The Agreement is in effect with respect to the Portfolio for two years
after the Portfolio's inclusion in its Trust's Agreement (on or around its
beginning of public operations) and then continue for periods not exceeding one
year so long as such continuation is approved at least annually by (1) the Board
of the Trust or the vote of a majority of the outstanding shares of the
Portfolio, and (2) a majority of the Trustees who are not interested persons of
any party to the Agreement, in each case by a vote cast in person at a meeting
called for the purpose of voting on such approval. The Agreement may be
terminated at any time, without penalty, by the Portfolio or the Manager upon 60
days' written notice, and are automatically terminated in the event of its
assignment as defined in the Investment Company Act.

For services performed under the Agreement, the Portfolio pays the
Manager a management fee (accrued daily but paid when requested by the Manager)
based upon the average daily net assets of the Portfolio at the following annual
rates:

PORTFOLIO AVERAGE DAILY NET ASSETS ANNUAL RATE
--------------------------------------------------------------------------------
First $500 million 1.00%
Montgomery U.S. Select 20 Portfolio Next $500 million 0.90%
Over $1 billion 0.80%

As noted in the Prospectus, the Manager has agreed in an Operating
Expense Agreement with the Trust to reduce some or all of its management fee
(and to reimburse other Portfolio expenses) if necessary to keep total operating
expenses (excluding interest, taxes, dividend expenses and Rule 12b-1 Plan
fees), expressed on an annualized basis, at or below 1.40% of the Portfolio's
average net assets.

The Operating Expense Agreement has a 10-year rolling term. The Manager
also may voluntarily reduce additional amounts to increase the return to the
Portfolio's investors. Any reductions made by the Manager in its fees are
subject to reimbursement by the Portfolio within the following three years
provided the Portfolio are able to effect such reimbursement and remain in
compliance with the foregoing expense limitations. The Manager generally seeks
reimbursement for the oldest reductions and waivers before payment by the
Portfolio for fees and expenses for the current year.

B-26

<PAGE>

Operating expenses for purposes of the Agreement include the Manager's
management fee but do not include any taxes, interest, brokerage commissions,
Rule 12b-1 fees, expenses incurred in connection with any merger or
reorganization or extraordinary expenses such as litigation.

The Agreement was approved with respect to the Portfolio by the Board
at duly called meetings. In considering the Agreement, the Trustees specifically
considered and approved the provision that permits the Manager to seek
reimbursement of any reduction made to its management fee within the three-year
period. The Manager's ability to request reimbursement is subject to various
conditions. First, any reimbursement is subject to the Portfolio's ability to
effect such reimbursement and remain in compliance with applicable expense
limitations in place at that time. Second, the Manager must specifically request
the reimbursement from the Board. Third, the Board must approve such
reimbursement as appropriate and not inconsistent with the best interests of the
Portfolio and the shareholders at the time such reimbursement is requested.
Because of these substantial contingencies, the potential reimbursements will be
accounted for as contingent liabilities that are not recordable on the balance
sheet of the Portfolio until collection is probable; but the full amount of the
potential liability will appear in a footnote to the Portfolio's financial
statements. At such time as it appears probable that the Portfolio is able to
effect such reimbursement, that the Manager intends to seek such reimbursement
and that the Board of Trustees has or is likely to approve the payment of such
reimbursement, the amount of the reimbursement will be accrued as an expense of
the Portfolio for that current period.

As compensation for its investment management services, the Portfolio
paid the Manager investment advisory fees in the amounts specified below.
Additional investment advisory fees payable under the Agreement may have instead
been waived by the Manager, but may be subject to reimbursement by the Portfolio
as discussed previously.

FUND YEAR OR PERIOD ENDED JUNE 30,

2000 1999 1998
--------------------------------------------------------------------------------
Montgomery U.S. Select 20 Portfolio+ $11,946 N/A N/A

+ The Montgomery U.S. Select 20 Portfolio commenced operations on December 31,
1999.

The Manager also may act as an investment adviser or administrator to
other persons, entities, and corporations, including other investment companies.
Please refer to the table above, which indicates officers and trustees who are
affiliated persons of the Trust and who are also affiliated persons of the
Manager.

The Trust and the Manager have adopted a Code of Ethics pursuant to
Section 17(j) of the Investment Company Act and Rule 17j-1 thereunder. The Code
of Ethics conforms to the provisions of Rule 17j-1 as adopted by the SEC on
October 29, 1999. Currently, the Code of Ethics permits personnel subject to the
Code of Ethics to buy and sell securities for their individual accounts, unless
such securities at the time of such purchase or sale: (i) are being considered
for purchase or sale by a client account of the Manager in the next seven (7)
business days; (ii) are being purchased or sold by a client account of the
Manager; or (iii) were purchased or sold by a client account of the Manager
within the most recent seven (7) business days. These restrictions are not
required to be met where the trade in question meets certain de minimis
requirements and is not being purchased or sold by a client account of the
Manager.

B-27

<PAGE>

The use of the name "Montgomery" by the Trust and by the Portfolio is
pursuant to the consent of the Manager, which may be withdrawn if the Manager
ceases to be the Manager of the Portfolio.

The Distributor. Funds Distributor, Inc., the Distributor, may provide
certain administrative services to the Portfolio on behalf of the Manager. The
Distributor will also perform investment banking, investment advisory and
brokerage services for persons other than the Portfolio, including issuers of
securities in which the Portfolio may invest. These activities from time to time
may result in a conflict of interests of the Distributor with those of the
Portfolio, and may restrict the ability of the Distributor to provide services
to the Portfolio.

Referral Arrangements. The Distributor from time to time compensates
other parties for the solicitation of additional investments by existing
shareholders or new shareholder accounts. The Portfolio will not pay this
compensation out of its assets unless it has adopted a Rule 12b-1 plan. The
Distributor pays compensation only to those who have a written agreement with
the Distributor or the Manager. The only agreement currently in place is with
Round Hill Securities, Inc. ("Round Hill") and relates to a very limited number
of its registered representatives. The Distributor currently pays Round Hill at
the annual rate of 0.25% of average daily assets introduced and maintained in
customer accounts of these representatives. The Distributor also may reimburse
certain solicitation expenses.

The Custodian. The Chase Manhattan Bank serves as principal Custodian
of the Portfolio's assets, which are maintained at the Custodian's office at 4
Chase MetroTech Center, Brooklyn, New York, 11245, and at the offices of its
branches and agencies throughout the world. The Board has delegated various
foreign custody responsibilities to the Custodian, as the "Foreign Custody
Manager" for the Portfolio to the extent permitted by Rule 17f-5. The Custodian
has entered into agreements with foreign sub-custodians in accordance with
delegation instructions approved by the Board pursuant to Rule 17f-5 under the
Investment Company Act. The Custodian, its branches and sub-custodians generally
hold certificates for the securities in their custody, but may, in certain
cases, have book records with domestic and foreign securities depositories,
which in turn have book records with the transfer agents of the issuers of the
securities. Compensation for the services of the Custodian is based on a
schedule of charges agreed on from time to time.

Administrative and Other Services. Montgomery Asset Management, LLC
("MAM") serves as the Administrator to the Portfolio a pursuant to an
Administrative Services Agreement among the Trusts and MAM (the "Agreement"). In
approving the Agreement, the Board of the Trust, including a majority of the
independent Trustees, recognizes that the Agreement involves an affiliate of the
Trust; however, it has made separate determinations that, among other things,
the nature and quality of the services rendered under the Agreement are at least
equal to the nature and quality of the service that would be provided by an
unaffiliated entity. Subject to the control of the Trust and the supervision of
the Board of the Trust, the Administrator performs the following types of
services for the Portfolio: (i) furnish performance, statistical and research
data; (ii) prepare and file various reports required by federal, state and other
applicable laws and regulations; (iii) prepare and print of all documents,
prospectuses and reports to shareholders; (iv) prepare financial statements; (v)
prepare agendas, notices and minutes for each meeting of the Board; (vi) develop
and monitor compliance procedures; (vii) monitor Blue Sky filings and (viii)
manage legal services. For its services performed under the Agreement, the
Portfolio pays the Administrator an administrative fee based upon a percentage
of the average daily net assets of the Portfolio. The fee may vary from an
annual rate of 0.07% to 0.04% depending on the Portfolio and the level of
assets.

B-28

<PAGE>

Chase Global Funds Services Company ("Chase"), 73 Tremont Street,
Boston, Massachusetts 02108, serves as the Sub-Administrator to the Portfolio
pursuant to a Mutual Funds Service Agreement (the "Sub-Agreement") between Chase
and MAM. Subject to the control, direction and supervision of MAM and the
Trusts, Chase assists MAM in providing administrative services to the Portfolio.
As compensation for the services rendered pursuant to the Sub-Agreement, MAM
pays Chase an annual sub-administrative fee based upon a percentage of the
average net assets in the aggregate of the Trust, The Montgomery Funds II and
The Montgomery Funds III. The sub-administrative fee is paid monthly for the
month or portion of the month Chase assists MAM in providing administrative
services to the Portfolio. This fee is based on all assets of the Trust and
related trusts or funds and is equal to an annual rate of 0.01625% of the first
$3 billion, plus 0.0125% of the next $2 billion and 0.0075% of amounts over $5
billion. The sub-administrative fee paid to Chase is paid from the
administrative fees paid to MAM by the Portfolio. Chase succeeded First Data
Corporation as sub-administrator.

Chase also serves as Fund Accountant to the Trusts pursuant to a Mutual
Funds Service Agreement ("Fund Accounting Agreement") entered into between the
Trust and Chase on May 3, 1999. By entering into the Fund Accounting Agreement,
Chase also succeeds First Data Corporation as Fund Accountant to the Trust. As
Fund Accountant, Chase provides the Trust with various services, including, but
are not limited to: (i) maintaining the books and records for the Portfolio's
assets, (ii) calculating net asset values of the Portfolio, (iii) accounting for
dividends and distributions made by the Portfolio, and (iv) assisting the
Portfolio's independent auditors with respect to the annual audit. This fee is
based on all assets of the Trust and related trusts or funds and is equal to an
annual rate of 0.04875% of the first $3 billion, plus 0.0375% of the next $2
billion and 0.0225% of amounts over $5 billion.

<TABLE>

The table below provides information on the administrative and
accounting fees paid over the past three fiscal years (or shorter period of
operations).
<CAPTION>

Administrative Fees Paid Fund Accounting Fees Paid
for year ended June 30, for period ended June 30,
----------------------------------------------------------------------------------------------------------------------
FUND 2000 1999 1998 2000 1999 1998
<S> <C> <C> <C> <C> <C> <C>
Montgomery U.S. Select 20 Portfolio+ $836 N/A N/A $492 N/A N/A
<FN>
+ The Montgomery U.S. Select 20 Portfolio commenced operations on December 31, 1999.
</FN>

</TABLE>

EXECUTION OF PORTFOLIO TRANSACTIONS

In all purchases and sales of securities for the Portfolio, the primary
consideration is to obtain the most favorable price and execution available. The
Manager determines which securities are to be purchased and sold by the
Portfolio and which broker-dealers are eligible to execute the Portfolio's
portfolio transactions, subject to the instructions of, and review by, the
Portfolio and its Board. Purchases and sales of securities within the U.S. other
than on a securities exchange will generally be executed directly with a
"market-maker" unless, in the opinion of the Manager or the Portfolio, a better
price and execution can otherwise be obtained by using a broker for the
transaction.

Purchases of portfolio securities for the Portfolio also may be made
directly from issuers or from underwriters. Where possible, purchase and sale
transactions will be effected through dealers (including banks) which specialize
in the types of securities which the Portfolio will be holding, unless better
executions are available elsewhere. Dealers and underwriters usually act as
principals for their own account. Purchases from

B-29

<PAGE>

underwriters will include a concession paid by the issuer to the underwriter and
purchases from dealers will include the spread between the bid and the asked
price. If the execution and price offered by more than one dealer or underwriter
are comparable, the order may be allocated to a dealer or underwriter that has
provided research or other services as discussed below.

In placing portfolio transactions, the Manager will use its best
efforts to choose a broker-dealer capable of providing the services necessary
generally to obtain the most favorable price and execution available. The full
range and quality of services available will be considered in making these
determinations, such as the firm's ability to execute trades in a specific
market required by the Portfolio, such as in an emerging market, the size of the
order, the difficulty of execution, the operational facilities of the firm
involved, the firm's risk in positioning a block of securities, and other
factors.

Provided the Trust's officers are satisfied that the Portfolio is
receiving the most favorable price and execution available, the Manager may also
consider the sale of the Portfolio's shares as a factor in the selection of
broker-dealers to execute their portfolio transactions. The placement of
portfolio transactions with broker-dealers who sell shares of the Portfolio is
subject to rules adopted by NASD Regulation, Inc.

While the Portfolio's general policy is to seek first to obtain the
most favorable price and execution available in selecting a broker-dealer to
execute portfolio transactions, weight may also be given to the ability of a
broker-dealer to furnish brokerage, research and statistical services to the
Portfolio or to the Manager, even if the specific services were not imputed just
to the Portfolio and may be lawfully and appropriately used by the Manager in
advising other clients. The Manager considers such information, which is in
addition to, and not in lieu of, the services required to be performed by it
under the Agreement, to be useful in varying degrees, but of indeterminable
value. In negotiating any commissions with a broker or evaluating the spread to
be paid to a dealer, the Portfolio may therefore pay a higher commission or
spread than would be the case if no weight were given to the furnishing of these
supplemental services, provided that the amount of such commission or spread has
been determined in good faith by the Portfolio and the Manager to be reasonable
in relation to the value of the brokerage and/or research services provided by
such broker-dealer, which services either produce a direct benefit to the
Portfolio or assist the Manager in carrying out its responsibilities to the
Portfolio. The standard of reasonableness is to be measured in light of the
Manager's overall responsibilities to the Portfolio. The Board reviews all
brokerage allocations where services other than best price and execution
capabilities are a factor to ensure that the other services provided meet the
criteria outlined above and produce a benefit to the Portfolio.

Investment decisions for the Portfolio are made independently from
those of other client accounts of the Manager or its affiliates, and suitability
is always a paramount consideration. Nevertheless, it is possible that at times
the same securities will be acceptable for one or more Portfolios and for one or
more of such client accounts. The Manager and its personnel may have interests
in one or more of those client accounts, either through direct investment or
because of management fees based on gains in the account. The Manager has
adopted allocation procedures to ensure the fair allocation of securities and
prices between the Portfolio and the Manager's various other accounts. These
procedures emphasize the desirability of bunching trades and price averaging
(see below) to achieve objective fairness among clients advised by the same
portfolio manager or portfolio team. Where trades cannot be bunched, the
procedures specify alternatives designed to ensure that buy and sell
opportunities are allocated fairly and that, over time, all clients are treated
equitably. The Manager's trade allocation procedures also seek to ensure
reasonable efficiency in client transactions, and they provide

B-30

<PAGE>

portfolio managers with reasonable flexibility to use allocation methodologies
that are appropriate to their investment discipline on client accounts.

To the extent any of the Manager's client accounts and the Portfolio
seek to acquire the same security at the same general time (especially if that
security is thinly traded or is a small-cap stock), the Portfolio may not be
able to acquire as large a portion of such security as it desires, or it may
have to pay a higher price or obtain a lower yield for such security. Similarly,
the Portfolio may not be able to obtain as high a price for, or as large an
execution of, an order to sell any particular security at the same time. If one
or more of such client accounts simultaneously purchases or sells the same
security that the Portfolio is purchasing or selling, each day's transactions in
such security generally will be allocated between the Portfolio and all such
client accounts in a manner deemed equitable by the Manager, taking into account
the respective sizes of the accounts, the amount being purchased or sold and
other factors deemed relevant by the Manager. In many cases, the Portfolio's
transactions are bunched with the transactions for other client accounts. It is
recognized that in some cases this system could have a detrimental effect on the
price or value of the security insofar as the Portfolio is concerned. In other
cases, however, it is believed that the ability of the Portfolio to participate
in volume transactions may produce better executions for the Portfolio.

The Manager's sell discipline for investments in issuers is based on
the premise of a long-term investment horizon; however, sudden changes in
valuation levels arising from, for example, new macroeconomic policies,
political developments, and industry conditions could change the assumed time
horizon. Liquidity, volatility, and overall risk of a position are other factors
considered by the Manager in determining the appropriate investment horizon.

For the Portfolio, sell decisions at the country level are dependent on
the results of the Manager's asset allocation model. Some countries impose
restrictions on repatriation of capital and/or dividends which would lengthen
the Manager's assumed time horizon in those countries. In addition, the rapid
pace of privatization and initial public offerings creates a flood of new
opportunities which must continually be assessed against current holdings.

<TABLE>

For the year ended June 30, 2000, the Portfolio's total securities
transactions generated commissions of $16,384.68, of which $561.90 was paid to
Banc of America Securities (formerly Nationsbanc Montgomery Securities). For the
three fiscal years ended June 30, 2000, Portfolio's securities transactions
generated commissions of:

B-31
<PAGE>

<CAPTION>
Fund Commissions for fiscal year ended:
June 30, 1998 June 30, 1999 June 30, 2000
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Montgomery U.S. Select 20 Portfolio+ N/A N/A $16,384.68
<FN>
+ The Montgomery U.S. Select 20 Portfolio commenced operations on December 31, 1999.
</FN>

</TABLE>

The Portfolio does not direct brokerage or effect securities
transactions through brokers in accordance with any formula, nor do they effect
securities transactions through such brokers solely for selling shares of the
Portfolio. However, brokers who execute brokerage transactions as described
above may from time to time effect purchases of shares of the Portfolio for
their customers.

Depending on the Manager's view of market conditions, the Portfolio may
or may not purchase securities with the expectation of holding them to maturity,
although its general policy is to hold securities to maturity. The Portfolio
may, however, sell securities prior to maturity to meet redemptions or as a
result of a revised management evaluation of the issuer.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The Trust reserves the right in its sole discretion to (i) suspend the
continued offering of the Portfolio's shares, and (ii) reject purchase orders in
whole or in part when in the judgment of the Manager or the Distributor such
suspension or rejection is in the best interest of the Portfolio.

When in the judgment of the Manager it is in the best interests of the
Portfolio, an investor may purchase shares of the Portfolio by tendering payment
in-kind in the form of securities, provided that any such tendered securities
are readily marketable (e.g., the Portfolio will not acquire restricted
securities), their acquisition is consistent with the Portfolio's investment
objective and policies, and the tendered securities are otherwise acceptable to
the Manager. Such securities are acquired by the Portfolio only for the purpose
of investment and not for resale. For the purposes of sales of shares of the
Portfolio for such securities, the tendered securities shall be valued at the
identical time and in the identical manner that the portfolio securities of the
Portfolio are valued for the purpose of calculating the net asset value of the
Portfolio's shares. A shareholder who purchases shares of the Portfolio by
tendering payment for the shares in the form of other securities may be required
to recognize gain or loss for income tax purposes on the difference, if any,
between the adjusted basis of the securities tendered to the Portfolio and the
purchase price of the Portfolio's shares acquired by the shareholder.

Payments to shareholders for shares of the Portfolio redeemed directly
from the Portfolio will be made as promptly as possible but no later than three
days after receipt by the Transfer Agent of the written request in proper form,
with the appropriate documentation as stated in the Prospectus, except that the
Portfolio may suspend the right of redemption or postpone the date of payment
during any period when (i) trading on the New York Stock Exchange ("NYSE") is
restricted as determined by the SEC or the NYSE is closed for other than
weekends and holidays; (ii) an emergency exists as determined by the SEC (upon
application by the Portfolio pursuant to Section 22(e) of the Investment Company
Act) making disposal of portfolio securities or valuation of net assets of the
Portfolio not reasonably practicable; or (iii) for such other period as the SEC
may permit for the protection of the Portfolio's shareholders.

The Portfolio intends to pay cash (U.S. dollars) for all shares
redeemed, but, under abnormal conditions that make payment in cash unwise, the
Portfolio may make payment partly in its portfolio securities with a

B-32

<PAGE>

current amortized cost or market value, as appropriate, equal to the redemption
price. Although the Portfolio does not anticipate that they will make any part
of a redemption payment in securities, if such payment were made, an investor
may incur brokerage costs in converting such securities to cash. The Trust has
elected to be governed by the provisions of Rule 18f-1 under the Investment
Company Act, which require that the Portfolio pay in cash all requests for
redemption by any shareholder of record limited in amount, however, during any
90-day period to the lesser of $250,000 or 1% of the value of the Trust's net
assets at the beginning of such period.

The value of shares on redemption or repurchase may be more or less
than the investor's cost, depending upon the market value of the Portfolio's
portfolio securities at the time of redemption or repurchase.

Retirement Plans. Shares of the Portfolio are available for purchase by
any retirement plan, including Keogh plans, 401(k) plans, 403(b) plans and
individual retirement accounts ("IRAs").

For individuals who wish to purchase shares of the Portfolio through an
IRA, there is available through the Portfolio a prototype individual retirement
account and custody agreement. The custody agreement provides that DST Systems,
Inc. will act as custodian under the plan, and will furnish custodial services
for an annual maintenance fee per participating account of $10. (These fees are
in addition to the normal custodian charges paid by the Portfolio and will be
deducted automatically from each Participant's account.) For further details,
including the right to appoint a successor custodian, see the plan and custody
agreements and the IRA Disclosure Statement as provided by the Portfolio. An IRA
that invests in shares of the Portfolio may also be used by employers who have
adopted a Simplified Employee Pension Plan. Individuals or employers who wish to
invest in shares of the Portfolio under a custodianship with another bank or
trust company must make individual arrangements with such institution.
Information about Roth IRAs is also available from those materials.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of the Portfolio is calculated as
follows: all liabilities incurred or accrued are deducted from the valuation of
total assets, which includes accrued but undistributed income; the resulting net
assets are divided by the number of shares of the Portfolio outstanding at the
time of the valuation and the result (adjusted to the nearest cent) is the net
asset value per share.

As noted in the Prospectus, the net asset value of shares of the
Portfolio generally will be determined at least once daily as of 4:00 P.M.
eastern time (or earlier when trading closes earlier), on each day the NYSE is
open for trading. It is expected that the NYSE will be closed on Saturdays and
Sundays and for New Year's Day, Martin Luther King Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas. The Portfolio may, but do not expect to, determine the net asset
values of its shares on any day when the NYSE is not open for trading if there
is sufficient trading in its portfolio securities on such days to affect
materially per-share net asset value.

B-33

<PAGE>

Generally, trading in and valuation of foreign securities is
substantially completed each day at various times prior to the close of the
NYSE. In addition, trading in and valuation of foreign securities may not take
place on every day in which the NYSE is open for trading. Furthermore, trading
takes place in various foreign markets on days in which the NYSE is not open for
trading and on which the Portfolio's net asset values are not calculated.
Occasionally, events affecting the values of such securities in U.S. dollars on
a day on which the Portfolio calculates its net asset value may occur between
the times when such securities are valued and the close of the NYSE that will
not be reflected in the computation of the Portfolio's net asset value unless
the Board or its delegates deem that such events would materially affect the net
asset value, in which case an adjustment would be made.

Generally, the Portfolio's investments are valued at market value or,
in the absence of a market value, at fair value as determined in good faith by
the Manager and the Trust's Pricing Committee pursuant to procedures approved by
or under the direction of the Board.

The Portfolio's equity securities, including ADRs, EDRs and GDRs, which
are traded on securities exchanges are valued at the last sale price on the
exchange on which such securities are traded, as of the close of business on the
day the securities are being valued or, lacking any reported sales, at the mean
between the last available bid and asked price. Equity securities that are
traded on more than one exchange are valued on the exchange determined by the
Manager to be the primary market. Securities traded in the over-the-counter
market are valued at the mean between the last available bid and asked price
prior to the time of valuation. Securities and assets for which market
quotations are not readily available (including restricted securities which are
subject to limitations as to their sale) are valued at fair value as determined
in good faith by or under the direction of the Board.

Short-term debt obligations with remaining maturities in excess of 60
days are valued at current market prices, as discussed above. Short-term
securities with 60 days or less remaining to maturity are, unless conditions
indicate otherwise, amortized to maturity based on their cost to the Portfolio
if acquired within 60 days of maturity or, if already held by the Portfolio on
the 60th day, based on the value determined on the 61st day.

Corporate debt securities and U.S. government securities held by the
Portfolio are valued on the basis of valuations provided by dealers in those
instruments, by an independent pricing service, or at fair value as determined
in good faith by procedures approved by the Board. Any such pricing service, in
determining value, will use information with respect to transactions in the
securities being valued, quotations from dealers, market transactions in
comparable securities, analyses and evaluations of various relationships between
securities and yield-to-maturity information.

An option that is written by the Portfolio is generally valued at the
last sale price or, in the absence of the last sale price, the last offer price.
An option that is purchased by the Portfolio is generally valued at the last
sale price or, in the absence of the last sale price, the last bid price. The
value of a futures contract equals the unrealized gain or loss on the contract
that is determined by marking the contract to the current settlement price for a
like contract on the valuation date of the futures contract if the securities
underlying the futures contract experience significant price fluctuations after
the determination of the settlement price. When a settlement price cannot be
used, futures contracts will be valued at their fair market value as determined
by or under the direction of the Board.

B-34

<PAGE>

If any securities held by the Portfolio are restricted as to resale or
do not have readily available market quotations, the Manager and the Trust's
Pricing Committees determine their fair value, following procedures approved by
the Board. The Trustees periodically review such valuations and valuation
procedures. The fair value of such securities is generally determined as the
amount which the Portfolio could reasonably expect to realize from an orderly
disposition of such securities over a reasonable period of time. The valuation
procedures applied in any specific instance are likely to vary from case to
case. However, consideration is generally given to the financial position of the
issuer and other fundamental analytical data relating to the investment and to
the nature of the restrictions on disposition of the securities (including any
registration expenses that might be borne by the Portfolio in connection with
such disposition). In addition, specific factors are also generally considered,
such as the cost of the investment, the market value of any unrestricted
securities of the same class (both at the time of purchase and at the time of
valuation), the size of the holding, the prices of any recent transactions or
offers with respect to such securities and any available analysts' reports
regarding the issuer.

Any assets or liabilities initially expressed in terms of foreign
currencies are translated into U.S. dollars at the official exchange rate or,
alternatively, at the mean of the current bid and asked prices of such
currencies against the U.S. dollar last quoted by a major bank that is a regular
participant in the foreign exchange market or on the basis of a pricing service
that takes into account the quotes provided by a number of such major banks. If
neither of these alternatives is available or both are deemed not to provide a
suitable methodology for converting a foreign currency into U.S. dollars, the
Board in good faith will establish a conversion rate for such currency.

All other assets of the Portfolio are valued in such manner as the
Board in good faith deem appropriate to reflect their fair value.

PRINCIPAL UNDERWRITER

The Distributor, Funds Distributor, Inc., 60 State Street, Suite 1300,
Boston, Massachusetts 02109, also acts as the Portfolio's principal underwriter
in a continuous public offering of the Portfolio's shares. The Distributor is
currently registered as a broker-dealer with the SEC and in all 50 states, is a
member of most of the principal securities exchanges in the U.S., and is a
member of the National Association of Securities Dealers, Inc. The Underwriting
Agreement between the Portfolio and the Distributor is in effect for the
Portfolio for the same periods as the Agreement, and shall continue in effect
thereafter for periods not exceeding one year if approved at least annually by
(i) the appropriate Board or the vote of a majority of the outstanding
securities of the Portfolio (as defined in the Investment Company Act), and (ii)
a majority of the Trustees who are not interested persons of any such party, in
each case by a vote cast in person at a meeting called for the purpose of voting
on such approval. The Underwriting Agreement with respect to the Portfolio may
be terminated without penalty by the parties thereto upon 60 days' written
notice and is automatically terminated in the event of its assignment as defined
in the Investment Company Act. There are no underwriting commissions paid with
respect to sales of the Portfolio's shares. The Principal Underwriter has not
been paid any underwriting commissions for underwriting securities of the
Portfolio during the Portfolio's last three fiscal years.

B-35

<PAGE>

PERFORMANCE INFORMATION

As noted in the Prospectus, the Portfolio may, from time to time, quote
various performance figures in advertisements and other communications to
illustrate its past performance. Performance figures will be calculated
separately for different classes of shares.

Average Annual Total Return. Total return may be stated for any
relevant period as specified in the advertisement or communication. Any
statements of total return for the Portfolio will be accompanied by information
on the Portfolio's average annual compounded rate of return over the most recent
four calendar quarters and the period from the Portfolio's inception of
operations. The Portfolio may also advertise aggregate and average total return
information over different periods of time. The Portfolio's "average annual
total return" figures are computed according to a formula prescribed by the SEC
expressed as follows:

P(1 + T)n = ERV

Where: P = a hypothetical initial payment of $1,000.

T = average annual total return.

n = number of years.

ERV = Ending Redeemable Value of a hypothetical
$1,000 investment made at the beginning of a
1-, 5- or 10-year period at the end of each
respective period (or fractional portion
thereof), assuming reinvestment of all
dividends and distributions and complete
redemption of the hypothetical investment at
the end of the measuring period.

Aggregate Total Return. The Portfolio's "aggregate total return"
figures represent the cumulative change in the value of an investment in the
Portfolio for the specified period and are computed by the following formula:

ERV - P
-------
P
Where: P = a hypothetical initial payment of $1,000.

ERV = Ending Redeemable Value of a hypothetical
$1,000 investment made at the beginning of a
l-, 5- or 10-year period at the end of a l-, 5-
or 10-year period (or fractional portion
thereof), assuming reinvestment of all
dividends and distributions and complete
redemption of the hypothetical investment at
the end of the measuring period.

The Portfolio's performance will vary from time to time depending upon
market conditions, the composition of its portfolio and its operating expenses.
Consequently, any given performance quotation should not be considered
representative of the Portfolio's performance for any specified period in the
future. In addition, because performance will fluctuate, it may not provide a
basis for comparing an investment in the Portfolio with certain bank deposits or
other investments that pay a fixed yield for a stated period of time. Investors
comparing the Portfolio's performance with that of other investment companies
should give consideration to the quality and maturity of the respective
investment companies' portfolio securities.

The average annual total return for the Portfolio for the periods
indicated was as follows:

B-36

<PAGE>

YEAR 5-YEARS INCEPTION+
FUND ENDED ENDED THROUGH
JUNE 30, JUNE 30, JUNE 30,
2000 2000 2000
--------------------------------------------------------------------------------
Montgomery U.S. Select 20 Portfolio 15.30% N/A 15.30%

+ The Montgomery U.S. Select 20 Portfolio commenced operations on December 31,
1999.

Comparisons. To help investors better evaluate how an investment in the
Portfolio might satisfy its investment objectives, advertisements and other
materials regarding the Portfolio may discuss various financial publications.
Materials may also compare performance (as calculated above) to performance as
reported by other investments, indices, and averages. Publications, indices and
averages, including but not limited to, the following may be used in discussion
of the Portfolio's performance or the investment opportunities it may offer:

a) Standard & Poor's 500 Composite Stock Index, one or more of the
Morgan Stanley Capital International Indices, and one or more of
the International Finance Corporation Indices.

b) Bank Rate Monitor--A weekly publication which reports various bank
investments, such as certificate of deposit rates, average savings
account rates and average loan rates.

c) Lipper Mutual Fund Performance Analysis and Lipper Fixed Income
Fund Performance Analysis--A ranking service that measures total
return and average current yield for the mutual fund industry and
ranks individual mutual fund performance over specified time
periods assuming reinvestment of all distributions, exclusive of
any applicable sales charges.

d) Donoghue's Money Fund Report--Industry averages for 7-day
annualized and compounded yields of taxable, tax-free, and
government money funds.

e) Salomon Brothers Bond Market Roundup--A weekly publication which
reviews yield spread changes in the major sectors of the money,
government agency, futures, options, mortgage, corporate, Yankee,
Eurodollar, municipal, and preferred stock markets. This
publication also summarizes changes in banking statistics and
reserve aggregates.

f) Lehman Brothers indices--Lehman Brothers fixed-income indices may
be used for appropriate comparisons.

g) other indices--including Consumer Price Index, Ibbotson, Micropal,
CNBC/Financial News Composite Index, MSCI EAFE Index (Morgan
Stanley Capital International, Europe, Australasia, Far East
Index--a capitalization-weighted index that includes all developed
world markets except for those in North America), Datastream,
Worldscope, NASDAQ, Russell 2000 and IFC Emerging Markets
Database.

B-37

<PAGE>

averages are generally unmanaged, and that the items included in the
calculations of such averages may not be identical to the formulae used by the
Portfolio to calculate its figures.

The Portfolio may also publish its relative rankings as determined by
independent mutual fund ranking services like Lipper Analytical Services, Inc.
and Morningstar, Inc.

Investors should note that the investment results of the Portfolio will
fluctuate over time, and any presentation of the Portfolio's total return for
any period should not be considered as a representation of what an investment
may earn or what an investor's total return may be in any future period.

Reasons to Invest in the Portfolio. From time to time, the Portfolio
may publish or distribute information and reasons supporting the Manager's
belief that the Portfolio may be appropriate for investors at a particular time.
The information will generally be based on internally generated estimates
resulting from the Manager's research activities and projections from
independent sources. These sources may include, but are not limited to,
Bloomberg, Morningstar, Barings, WEFA, consensus estimates, Datastream,
Micropal, I/B/E/S Consensus Forecast, Worldscope and Reuters as well as both
local and international brokerage firms. For example, the Portfolio may suggest
that certain countries or areas may be particularly appealing to investors
because of interest rate movements, increasing exports and/or economic growth.
The Portfolio may, by way of further example, present a region as possessing the
fastest growing economies and may also present projected gross domestic product
(GDP) for selected economies.

Research. The Manager has developed its own tradition of intensive
research and has made intensive research one of the important characteristics of
the Montgomery Funds style.

Extensive research into companies that are not well known--discovering
new opportunities for investment--is a theme that crosses a number of the
Montgomery Funds and is reflected in the number of Montgomery Funds oriented
towards smaller capitalization businesses.

B-38

<PAGE>

GENERAL INFORMATION

Investors in the Portfolio will be informed of the Portfolio's progress
through periodic reports. Financial statements will be submitted to shareholders
semi-annually, at least one of which will be certified by independent public
accountants. All expenses incurred in connection with the organization of The
Montgomery Funds and the registration of shares of the Small Cap Fund as the
initial series of the Trust have been assumed by the Small Cap Fund. Expenses
incurred in connection with the establishment and registration of shares of the
Portfolio constituting separate series of the Trust have been assumed by the
Portfolio. The Manager has agreed, to the extent necessary, to advance the
organizational expenses incurred by the Portfolio and will be reimbursed for
such expenses during the first fiscal year after commencement of the Portfolio's
operations, subject to the Portfolio's expense limitation.

As noted above, The Chase Manhattan Bank (the "Custodian") acts as
custodian of the securities and other assets of the Portfolio. The Custodian
does not participate in decisions relating to the purchase and sale of
securities by the Portfolio.

DST Systems, Inc., 333 West 11th Street, Kansas City, Missouri 64105,
the Portfolio's Master Transfer Agent and Paying Agent.

PricewaterhouseCoopoers LLP, 333 Market Street, San Francisco,
California 94105, is the independent auditor for the Portfolio.

The validity of shares offered hereby has been passed on by Paul,
Hastings, Janofsky & Walker LLP, 345 California Street, San Francisco,
California 94104.

The shareholders of The Montgomery Funds as shareholders of a
Massachusetts business trust could, under certain circumstances, be held
personally liable as partners for its obligations. However, the Trust's
Agreement and Declaration of Trust ("Declaration of Trust") contains an express
disclaimer of shareholder liability for acts or obligations of the Trust. The
Declaration of Trust also provides for indemnification and reimbursement of
expenses out of the Portfolio's assets for any shareholder held personally
liable for obligations of the Portfolio or Trust. The Declaration of Trust
provides that the Trust shall, upon request, assume the defense of any claim
made against any shareholder for any act or obligation of the Portfolio or Trust
and satisfy any judgment thereon. All such rights are limited to the assets of
the Portfolio. The Declaration of Trust further provides that the Trust may
maintain appropriate insurance (for example, fidelity bonding and errors and
omissions insurance) for the protection of the Trust, its shareholders,
Trustees, officers, employees and agents to cover possible tort and other
liabilities. Furthermore, the activities of the Trust as an investment company
as distinguished from an operating company would not likely give rise to
liabilities in excess of the Portfolio's total assets. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
extremely remote because it is limited to the unlikely circumstances in which
both inadequate insurance exists and the Portfolio itself is unable to meet its
obligations.

Among the Board's powers enumerated in the Agreement and Declaration of
Trust is the authority to terminate the Trust or any of its series, or to merge
or consolidate the Trust or one or more of its series with another trust or
company without the need to seek shareholder approval of any such action.

B-39

<PAGE>

<TABLE>

As of September 30, 2000, to the knowledge of the Portfolio, the
following shareholders owned of record 5% or more of the outstanding shares of
the Portfolio:
<CAPTION>

NAME OF FUND/NAME AND ADDRESS OF RECORD OWNER NUMBER OF SHARES OWNED PERCENT OF SHARES
------------------------------------------------------- ------------------------- -------------------------
<S> <C> <C>
Charles Schwab & Co., Inc. 99,270 29.64%
101 Montgomery Street
San Francisco, CA 94104-4122
Lieber Family Limited Partnership 65,363 19.51%
510 Little John Lane
Houston, TX 77024-5719
</TABLE>

As of September 30, 2000, the Trustees and officers of the Trust, as a
group, owned more than 1% of the outstanding shares of the Portfolio.

The Trust is registered with the SEC as a non-diversified management
investment company. Such a registration does not involve supervision of the
management or policies of the Portfolio. The Prospectus and this Statement of
Additional Information omit certain of the information contained in the
Registration Statement filed with the SEC. Copies of the Registration Statement
may be obtained from the SEC upon payment of the prescribed fee.

FINANCIAL STATEMENTS

The audited financial statement for the period ended June 30, 2000 for
the Portfolio as contained in the Annual Report to Shareholders of the Portfolio
for the fiscal year ended June 30, 2000 is incorporated herein by reference.

B-40

<PAGE>

Appendix

Standard & Poor's Rating Group

Bond Ratings

AAA Bonds rated AAA have the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.

AA Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small
degree.

A Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
obligations in higher-rated categories.

BBB Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for bonds in this category than for
bonds in higher rated categories.

BB Bonds rated BB have less near-term vulnerability to default than
other speculative grade debt. However, they face major ongoing
uncertainties or exposure to adverse business, financial or economic
conditions which could lead to inadequate capacity to meet timely
interest and principal payments.

B Bonds rated B have a greater vulnerability to default but presently
have the capacity to meet interest payments and principal
repayments. Adverse business, financial or economic conditions would
likely impair capacity or willingness to pay interest and repay
principal.

CCC Bonds rated CCC have a current identifiable vulnerability to default
and are dependent upon favorable business, financial and economic
conditions to meet timely payments of interest and repayment of
principal. In the event of adverse business, financial or economic
conditions, they are not likely to have the capacity to pay interest
and repay principal.

CC The rating CC is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC rating.

C The rating C is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC- debt rating.

D Bonds rated D are in default, and payment of interest and/or
repayment of principal is in arrears.

B-41

<PAGE>

S&P's letter ratings may be modified by the addition of a plus (+)
or a minus (-) sign designation, which is used to show relative standing
within the major rating categories, except in the AAA (Prime Grade)
category.

Commercial Paper Ratings

An S&P commercial paper rating is a current assessment of the likelihood
of timely payment of debt having an original maturity of no more than 365
days. Issues assigned an A rating are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated with
the numbers 1, 2 and 3 to indicate the relative degree of safety.

A-1 This designation indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues
determined to possess overwhelming safety characteristics are
denoted with a plus (+) designation.

A-2 Capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as high as for
issues designated A-1.

A-3 Issues carrying this designation have a satisfactory capacity for
timely payment. They are, however, somewhat more vulnerable to the
adverse effects of changes in circumstances than obligations
carrying the higher designations.

B Issues carrying this designation are regarded as having only
speculative capacity for timely payment.

C This designation is assigned to short-term obligations with doubtful
capacity for payment.

D Issues carrying this designation are in default, and payment of
interest and/or repayment of principal is in arrears.

Moody's Investors Service, Inc.

Bond Ratings

Aaa Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and generally are
referred to as "gilt edge." Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure.
While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what generally
are known as high-grade bonds. They are rated lower than the best
bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa securities.

B-42

<PAGE>

A Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate,
but elements may be present which suggest a susceptibility to
impairment sometime in the future.

Baa Bonds which are rated Baa are considered as medium-grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or
may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and, in fact,
have speculative characteristics as well.

Ba Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate
and, therefore, not well safeguarded during both good and bad times
in the future. Uncertainty of position characterizes bonds in this
class.

B Bonds which are rated B generally lack the characteristics of a
desirable investment. Assurance of interest and principal payments
or of maintenance of other terms of the contract over any long
period of time may be small.

Caa Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect
to principal or interest.

Ca Bonds which are rated Ca present obligations which are speculative
in a high degree. Such issues are often in default or have other
marked shortcomings.

C Bonds which are rated C are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects
of ever attaining any real investment standing.

Moody's applies the numerical modifiers 1, 2 and 3 to show relative
standing within the major rating categories, except in the Aaa category
and in the categories below B. The modifier 1 indicates a ranking for the
security in the higher end of a rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates a ranking in the lower
end of a rating category.

Commercial Paper Ratings

The rating Prime-1 (P-1) is the highest commercial paper rating assigned
by Moody's. Issuers of P-1 paper must have a superior capacity for
repayment of short-term promissory obligations, and ordinarily will be
evidenced by leading market positions in well established industries, high
rates of return on funds employed, conservative capitalization structures
with moderate reliance on debt and ample asset protection, broad margins
in earnings coverage of fixed financial charges and high internal cash
generation, and well established access to a range of financial markets
and assured sources of alternate liquidity.

B-43

<PAGE>

Issuers (or related supporting institutions) rated Prime-2 (P-2) have a
strong capacity for repayment of short-term promissory obligations. This
ordinarily will be evidenced by many of the characteristics cited above
but to a lesser degree. Earnings trends and coverage ratios, while sound,
will be more subject to variation. Capitalization characteristics, while
still appropriate, may be more affected by external conditions. Ample
alternate liquidity is maintained.

Issuers (or related supporting institutions) rated Prime-3 (P-3) have an
acceptable capacity for repayment of short-term promissory obligations.
The effect of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in
changes in the level of debt protection measurements and the requirements
for relatively high financial leverage. Adequate alternate liquidity is
maintained.

Issuers (or related supporting institutions) rated Not Prime do not fall
within any of the Prime rating categories.

Fitch Investors Service, L.P.

Bond Ratings

The ratings represent Fitch's assessment of the issuer's ability to meet
the obligations of a specific debt issue or class of debt. The ratings
take into consideration special features of the issue, its relationship to
other obligations of the issuer, the current financial condition and
operative performance of the issuer and of any guarantor, as well as the
political and economic environment that might affect the issuer's future
financial strength and credit quality.

AAA Bonds rated AAA are considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally strong
ability to pay interest and repay principal, which is unlikely to be
affected by reasonably foreseeable events.

AA Bonds rated AA are considered to be investment grade and of very
high credit quality. The obligor's ability to pay interest and repay
principal is very strong, although not quite as strong as bonds
rated AAA. Because bonds rated in the AAA and AA categories are not
significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.

A Bonds rated A are considered to be investment grade and of high
credit quality. The obligor's ability to pay interest and repay
principal is considered to be strong, but may be more vulnerable to
adverse changes in economic conditions and circumstances than bonds
with higher ratings.

BBB Bonds rated BBB are considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest
and repay principal is considered to be adequate. Adverse changes in
economic conditions and circumstances, however, are more likely to
have an adverse impact on these bonds and, therefore, impair timely
payment. The likelihood that the ratings of these bonds will fall
below investment grade is higher than for bonds with higher ratings.

B-44

<PAGE>

BB Bonds rated BB are considered speculative. The obligor's ability to
pay interest and repay principal may be affected over time by
adverse economic changes. However, business and financial
alternatives can be identified which could assist the obligor in
satisfying its debt service requirements.

B Bonds rated B are considered highly speculative. While bonds in this
class are currently meeting debt service requirements, the
probability of continued timely payment of principal and interest
reflects the obligor's limited margin of safety and the need for
reasonable business and economic activity throughout the life of the
issue.

CCC Bonds rated CCC have certain identifiable characteristics, which, if
not remedied, may lead to default. The ability to meet obligations
requires an advantageous business and economic environment.

CC Bonds rated CC are minimally protected. Default in payment of
interest and/or principal seems probable over time.

C Bonds rated C are in imminent default in payment of interest or
principal.

DDD, DD and D

Bonds rated DDD, DD and D are in actual default of interest and/or
principal payments. Such bonds are extremely speculative and should
be valued on the basis of their ultimate recovery value in
liquidation or reorganization of the obligor. DDD represents the
highest potential for recovery on these bonds and D represents the
lowest potential for recovery.

Plus (+) and minus (-) signs are used with a rating symbol to indicate the
relative position of a credit within the rating category. Plus and minus
signs, however, are not used in the AAA category covering 12-36 months.

Short-Term Ratings

Fitch's short-term ratings apply to debt obligations that are payable on
demand or have original maturities of up to three years, including
commercial paper, certificates of deposit, medium-term notes, and
municipal and investment notes.

Although the credit analysis is similar to Fitch's bond rating analysis,
the short-term rating places greater emphasis than bond ratings on the
existence of liquidity necessary to meet the issuer's obligations in a
timely manner.

F-1+ Exceptionally strong credit quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely
payment.

F-1 Very strong credit quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues
rated F-1+.

B-45

<PAGE>

F-2 Good credit quality. Issues carrying this rating have a satisfactory
degree of assurance for timely payments, but the margin of safety is
not as great as the F-l+ and F-1 categories.

F-3 Fair credit quality. Issues assigned this rating have
characteristics suggesting that the degree of assurance for timely
payment is adequate; however, near-term adverse changes could cause
these securities to be rated below investment grade.

F-S Weak credit quality. Issues assigned this rating have
characteristics suggesting a minimal degree of assurance for timely
payment and are vulnerable to near-term adverse changes in financial
and economic conditions.

D Default. Issues assigned this rating are in actual or imminent
payment default.

Duff & Phelps Credit Rating Co.

Bond Ratings

AAA Bonds rated AAA are considered highest credit quality. The risk
factors are negligible, being only slightly more than for risk-free
U.S. Treasury debt.

AA Bonds rated AA are considered high credit quality. Protection
factors are strong. Risk is modest but may vary slightly from time
to time because of economic conditions.

A Bonds rated A have protection factors which are average but
adequate. However, risk factors are more variable and greater in
periods of economic stress.

BBB Bonds rated BBB are considered to have below average protection
factors but still considered sufficient for prudent investment.
There may be considerable variability in risk for bonds in this
category during economic cycles.

BB Bonds rated BB are below investment grade but are deemed by Duff as
likely to meet obligations when due. Present or prospective
financial protection factors fluctuate according to industry
conditions or company fortunes. Overall quality may move up or down
frequently within the category.

B Bonds rated B are below investment grade and possess the risk that
obligations will not be met when due. Financial protection factors
will fluctuate widely according to economic cycles, industry
conditions and/or company fortunes. Potential exists for frequent
changes in quality rating within this category or into a higher or
lower quality rating grade.

CCC Bonds rated CCC are well below investment grade securities. Such
bonds may be in default or have considerable uncertainty as to
timely payment of interest, preferred dividends and/or principal.
Protection factors are narrow and risk can be substantial with
unfavorable economic or industry conditions and/or with unfavorable
company developments.

B-46

<PAGE>

DD Defaulted debt obligations. Issuer has failed to meet scheduled
principal and/or interest payments.

Plus (+) and minus (-) signs are used with a rating symbol (except AAA) to
indicate the relative position of a credit within the rating category.

Commercial Paper Ratings

Duff-1 The rating Duff-1 is the highest commercial paper rating assigned
by Duff. Paper rated Duff-1 is regarded as having very high
certainty of timely payment with excellent liquidity factors which
are supported by ample asset protection. Risk factors are minor.

Duff-2 Paper rated Duff-2 is regarded as having good certainty of timely
payment, good access to capital markets and sound liquidity
factors and company fundamentals. Risk factors are small.

Duff-3 Paper rated Duff-3 is regarded as having satisfactory liquidity
and other protection factors. Risk factors are larger and subject
to more variation. Nevertheless, timely payment is expected.

Duff-4 Paper rated Duff-4 is regarded as having speculative investment
characteristics. Liquidity is not sufficient to insure against
disruption in debt service. Operating factors and market access
may be subject to a high degree of variation.

Duff-5 Paper rated Duff-5 is in default. The issuer has failed to meet
scheduled principal and/or interest payments.

B-47

<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.

(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) Opinion of Counsel as to legality of shares - Filed herewith.

(j) Other Opinions: Independent Auditors' Consent - Filed herewith.

(k) Omitted Financial Statements - Not applicable.

(l) Initial Capital Agreements: Letter of Understanding re: Initial
Shares is incorporated by reference to Post-Effective Amendment
No. 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 - Not applicable.

(o) 18f-3 Plan-Form of Amended and Restated Multiple Class Plan is
incorporated by reference to Post-Effective Amendment No. 61.

<PAGE>

(p) Code of Ethics is incorporated by reference to Post-Effective
Amendment No. 76.

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.

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
Mark B. Geist Chief Executive Officer of MAM, LLC
F. Scott Tuck President of MAM, LLC

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

Heinz Josef Hockmann Director of MAM, LLC
Dr. Friedrich Schmitz Director of MAM, LLC
Andreas Kleffel Director of MAM, LLC

C-2

<PAGE>

Item 27. Principal Underwriter

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

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

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

C-3

<PAGE>

<TABLE>
(b) The following is a list of the executive officers, directors
and partners of Funds Distributor, Inc.
<S> <C> <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) Not Applicable.

Item 28. Location of Accounts and Records.

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

Item 29. Management Services.

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

Item 30. Undertakings.

(a) Not applicable.

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

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

C-4

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all the requirements for effectiveness of this Amendment pursuant
to Rule 485(b) under the 1933 Act and that the Registrant has duly caused this
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco, the State
of California, on this 30th day of October, 2000.

THE MONTGOMERY FUNDS

By: George A. Rio*
--------------
George A. Rio
President and Principal Executive Officer;
Treasurer and Principal Financial and
Accounting Officer

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

George A. Rio* President and October 30, 2000
--------------
George A. Rio Principal Executive Officer,
Treasurer and Principal
Financial and Accounting
Officer

R. Stephen Doyle * Chairman of the October 30, 2000
------------------ Board of Trustees
R. Stephen Doyle

Andrew Cox * Trustee October 30, 2000
------------
Andrew Cox

Cecilia H. Herbert * Trustee October 30, 2000
--------------------
Cecilia H. Herbert

John A. Farnsworth * Trustee October 30, 2000
--------------------
John A. Farnsworth

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

C-5

<PAGE>

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

Exhibit 23 (i)

Consent and Opinion of Counsel as to Legality of Shares

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

C-6

<PAGE>

October 27, 2000

Montgomery Asset Management, LLC
101 California Street
San Francisco, California 94111

Re: The Montgomery Funds

Ladies and Gentlemen:

We have acted as counsel to The Montgomery Funds, a Massachusetts
business trust (the "Trust"), in connection with various Post-Effective
Amendments to the Trust's Registration Statement filed on Form N-1A with the
Securities and Exchange Commission (the "Post-Effective Amendments") and
relating to the issuance by the Trust of an indefinite number of $0.01 par value
shares of beneficial interest (the "Shares") for the following series of the
Trust: Montgomery Growth Fund, Montgomery U.S. Emerging Growth Fund, Montgomery
Small Cap Fund, Montgomery International Growth Fund, Montgomery Global
Opportunities Fund, Montgomery Global Communications Fund, Montgomery Emerging
Markets Fund, Montgomery Emerging Asia Fund, Montgomery Global 20 Portfolio,
Montgomery Total Return Bond Fund, Montgomery Short Duration Government Bond
Fund, Montgomery Government Money Market Fund, Montgomery Federal Tax-Free Money
Fund, Montgomery California Tax- Free Intermediate Bond Fund, Montgomery
California Tax-Free Money Fund, Montgomery Growth 20 Portfolio, Montgomery
International 20 Portfolio and Montgomery Mid Cap 20 Portfolio (each a "Fund"
and collectively the "Funds").

In connection with this opinion, we have assumed the authenticity
of all records, documents and instruments submitted to us as originals, the
genuineness of all signatures, the legal capacity of all natural persons, and
the conformity to the originals of all records, documents, and instruments
submitted to us as copies. We have based our opinion on the following:

(a) the Trust's Agreement and the Declaration of Trust dated May
10, 1990, as amended on November 11, 1993 (the "Declaration of Trust"). The
Declaration of Trust as amended has been in full force and effect from May 10,
1990, through the date hereof;

<PAGE>

The Montgomery Funds
October 27, 2000
Page 2

(b) the Trust's Certificate of Trust as originally filed with the
Secretary of State of Massachusetts on May 16, 1990, and as amended on November
11, 1993 and amended on May 23, 1995; and the Amended and Restated Certificate
of Trust, as filed with the Secretary of State of Massachusetts on May 26, 1995
(the "Certificate of Trust"). The Certificate of Trust, as amended, has been in
full effect from May 16, 1990 (or from the date of the relevant amendment),
through the date hereof;

(c) the Trust's By-laws, as amended and restated on November 11,
1993, August 16, 1994 and February 29, 2000. The By-laws, as amended, have been
in full force and effect from the original date of its adoption through the date
hereof;

(d) resolutions of the Trustees of the Trust authorizing the
establishment of the Funds and the issuance of their respective Shares, as
adopted at meetings on July 9, 1990; November 11, 1991; January 30, 1992; April
27, 1992; July 30, 1992; November 12, 1992; February 4, 1993; May 13, 1993;
September 8, 1993; November 11, 1993; February 11, 1994; May 23, 1994; August
16, 1994; November 17, 1994; March 2, 1995; May 23, 1995; November 16, 1995;
February 15, 1996; May 2, 1996; May 29, 1996; November 20, 1996; September 30,
1997, November 16, 1999 and September 22, 2000, certified by an officer of the
Trust as being in full force and effect through the date hereof;

(e) the respective Post-Effective Amendment for each series; and

(f) a certificate of an officer of the Trust as to certain factual
matters relevant to this opinion.

Our opinion below is limited to the federal law of the United
States of America and the business trust law of the Commonwealth of
Massachusetts. We are not licensed to practice law in the Commonwealth of
Massachusetts, and we have based our opinion below solely on our review of
Chapter 182 of the General Laws of the Commonwealth of Massachusetts and the
case law interpreting such Chapter as reported in Massachusetts Corporation Law
& Practice (Aspen Law & Business 1997 & Supp. 1999). We have not undertaken a
review of other Massachusetts law or of any administrative or court decisions in
connection with rendering this opinion. We disclaim any opinion as to any law
other than that of the United States of America and the business trust law of
the Commonwealth of Massachusetts as described above, and we disclaim any
opinion as to any statute, rule, regulation, ordinance, order or other
promulgation of any regional or local governmental authority.

We note that pursuant to certain decisions of the Supreme Judicial
Court of the Commonwealth of Massachusetts, shareholders of a Massachusetts
business trust may, in certain circumstances, be held personally liable as
partners for the obligations or liabilities of the trust.

<PAGE>

The Montgomery Funds
October 27, 2000
Page 3

However, we also note that Article VIII, Section 1 of the Declaration of Trust
provides that all persons extending credit to, contracting with or having any
claim against the Trust or the Funds shall look only to the assets of the Trust
or the Funds for payment thereof and that the shareholders shall not be
personally liable therefor, and further provides that every note, bond,
contract, instrument, certificate or undertaking made or issued on behalf of the
Trust may include a notice that such instrument was executed on behalf of the
Trust and that the obligations of such instruments are not binding upon any of
the shareholders of the Trust individually, but are binding only on the assets
and property of the Trust.

Based on the foregoing and our examination of such questions of
law as we have deemed necessary and appropriate for the purpose of this opinion,
and assuming that (i) all of the Shares will be issued and sold for cash at the
per-share public offering price on the date of their issuance in accordance with
statements in the Trust's Prospectus included in the Post-Effective Amendment
and in accordance with the Trust Instrument, (ii) all consideration for the
Shares will be actually received by the Trust, and (iii) all applicable
securities laws will be complied with, it is our opinion that, when issued and
sold by the Trust, the Shares will be legally issued, fully paid and
nonassessable.

This opinion is rendered to you in connection with the
Post-Effective Amendments and is solely for your benefit. This opinion may not
be relied upon by you for any other purpose or relied upon by any other person,
firm, corporation or other entity for any purpose, without our prior written
consent. We disclaim any obligation to advise you of any developments in areas
covered by this opinion that occur after the date of this opinion.

We hereby consent to (i) the reference to our firm as Legal
Counsel in the Prospectus included in the applicable Post-Effective Amendments,
and (ii) the filing of this opinion as an exhibit to those Post-Effective
Amendments.

Very truly yours,

/s/ Paul, Hastings, Janofsky & Walker LLP
------------------------------------------

<PAGE>

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

Exhibit 23 (j)

Independent Auditors Consent

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

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Post Effective
Amendment #81 to the Registration Statement on Form N-1A of our report dated
August 18, 2000, relating to the financial statements and financial highlights
appearing in the June 30, 2000 Annual Report to Shareholders of the Montgomery
Growth Fund, Montgomery U.S. Emerging Growth Fund, Montgomery Small Cap Fund,
Montgomery International Growth Fund, Montgomery International 20 Portfolio,
Montgomery Global Opportunities Fund, Montgomery Global 20 Portfolio, Montgomery
Global Communications Fund, Montgomery Emerging Markets Fund, Montgomery
Emerging Asia Fund, Montgomery Total Return Bond Fund, Montgomery Short Duration
Government Bond Fund, Montgomery Government Money Market Fund, Montgomery
California Tax-Free Intermediate Bond Fund, Montgomery Federal Tax-Free Money
Fund, Montgomery California Tax-Free Money Fund and Montgomery U.S. Select 20
Portfolio (seventeen of the portfolios constituting The Montgomery Funds) and
Montgomery Balanced Fund, Montgomery Global Long-Short Fund, Montgomery Emerging
Markets 20 Portfolio, Montgomery Institutional Series: International Growth
Portfolio and Montgomery Institutional Series: Emerging Markets Portfolio (five
of the portfolios constituting The Montgomery Funds II), which are also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the heading "Financial Highlights" in the Prospectus
and under the heading "General Information" in such Registration Statement.

PricewaterhouseCoopers LLP
San Francisco, CA
October 31, 2000