MONTGOMERY FUNDS II
497, 1997-09-08
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                                                                 Rule 497(e)
                                                           33-34841 and 811-6011

Prospectus
July 31, 1997

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

TABLE OF CONTENTS
- --------------------------------------------
  The Montgomery Funds ........................................................1

  Fees and Expenses of the Funds...............................................4

  Financial Highlights.........................................................6

  The Funds' Investment Objectives and Policies...............................12

  Portfolio Securities........................................................16

  Other Investment Practices..................................................20

  Risk Considerations.........................................................22

  Management of the Funds.....................................................24

  How To Contact the Funds....................................................28

  How To Invest in the Funds..................................................29

  How To Redeem an Investment in the Funds....................................31

  Exchange Privileges and Restrictions........................................33

  Brokers and Other Intermediaries............................................34

  How Net Asset Value is Determined...........................................34

  Dividends and Distributions.................................................35

  Taxation....................................................................36

  General Information.........................................................36

  Backup Withholding .........................................................38

  Glossary ...................................................................39

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

Each Fund is a separate series of either The Montgomery  Funds or The Montgomery
Funds  II,  both  open-end  management  investment  companies,  and  managed  by
Montgomery Asset  Management,  LLC (the "Manager"),  a subsidiary of Commerzbank
AG. Fund  Distributors,  Inc., which is not affiliated with the Manager,  is the
distributor of the Funds (the  "Distributor").  Each Fund has its own investment
objective and policies designed to meet different  investment goals. As with all
mutual funds, attainment of each Fund's investment objective cannot be assured.

Please read this Prospectus before investing and retain it for future reference.
A Statement of  Additional  Information  dated July 31, 1997, as may be revised,
has been filed with the Securities and Exchange  Commission,  is incorporated by
this reference and is available without charge by calling (800) 572-FUND (3863).
If you are viewing the electronic  version of this prospectus through an on-line
computer  service,  you may request a printed  version free of charge by calling
(800) 572-FUND (3863).

The      Internet      address     for     The      Montgomery      Funds     is
www.xperts.montgomeryfunds.com/1.   The  Securities   and  Exchange   Commission
maintains a web site  (www.sec.gov)  that  contains the  Statement of Additional
Information, material incorporated by reference, and other information regarding
The Montgomery Funds and The Montgomery Funds II.

An  Investment  in the  Funds Is  Neither  Insured  Nor  Guaranteed  by the U.S.
Government.  There Can Be No Assurance That Montgomery  Government  Reserve Fund
Will Be Able to Maintain a Stable Net Asset Value of $1.00 per Share.

These  Securities  Have Not Been Approved or  Disapproved  by the Securities and
Exchange  Commission or Any State  Securities  Commission Nor Has the Securities
and  Exchange  Commission  or Any State  Securities  Commission  Passed upon the
Accuracy or Adequacy of this Prospectus. Any Representation to the Contrary Is a
Criminal Offense.
<PAGE>


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


                                                                         Fund
                                                                         Number

Montgomery Emerging/
International Markets Funds
   Emerging Markets Fund..................................................618
   International Growth Fund..............................................623
   International Small Cap Fund...........................................628
Montgomery Multi-Strategy Funds
   Asset Allocation Fund..................................................624
   Select 50 Fund.........................................................629
Montgomery U.S. Equity Funds
   Equity Income Fund.....................................................622
   Growth Fund............................................................621
   Small Cap Opportunities Fund...........................................625
Montgomery U.S. Fixed-Income and
Money Market Funds
   Government Reserve Fund................................................619
   Short Duration Govt Bond Fund..........................................620




                                        2

<PAGE>

The Emerging/International Market Funds

Montgomery Emerging Markets Fund

Invests  primarily  in  equity  securities  of  companies  in  countries  having
economies  and  markets  generally  considered  by the World  Bank or the United
Nations to be emerging or developing.

Montgomery International Growth Fund

Invests  primarily in equity  securities of companies  outside the United States
having total market  capitalizations of more than $1 billion,  sound fundamental
values and potential for long-term growth at a reasonable price.

Montgomery International Small Cap Fund

Invests  primarily in equity  securities  of companies  outside the U.S.  having
total market  capitalizations of less than $1 billion,  sound fundamental values
and potential for long-term growth at a reasonable price.


The Multi-Strategy Funds

Montgomery Asset Allocation Fund

A  Fund  of  Funds  that   allocates   its   investments   among   three   asset
classes--domestic  stocks,  fixed-income securities and cash or cash equivalents
using Funds from The Montgomery Funds family.

Montgomery Select 50 Fund

Invests primarily in at least 50 different equity securities of companies of all
sizes throughout the world.


The U.S. Equity Funds

Montgomery Equity Income Fund

Invests primarily in income-producing equity securities of domestic companies.

Montgomery Growth Fund

Invests  primarily in equity  securities of domestic  companies of all sizes and
emphasizes companies having a total market capitalization of $1 billion or more.

Montgomery Small Cap Opportunities Fund

Invests  primarily  in  equity  securities  of   small-capitalization   domestic
companies (less than $1 billion).


The Fixed-Income Funds

Montgomery Government Reserve Fund

Invests  only in U.S.  government  securities,  repurchase  agreements  for U.S.
government securities and other money market funds investing exclusively in U.S.
government  securities and such  repurchase  agreements.  It seeks to maintain a
stable net asset value of $1.00 per share.

Montgomery Short Duration Government Bond Fund

Invests  primarily  in U.S.  government  securities  and  maintains  an  average
portfolio effective duration comparable to or less than three-year U.S. Treasury
notes.  It targets  higher  yields than money market funds  generally  with less
fluctuation in the value of its shares than long-term bond funds. This Fund does
not maintain a stable net asset value of $1.00 per share.


                                        3

<PAGE>


                         Fees And Expenses Of The Funds


Shareholder Transaction Expenses

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

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

<FN>
- ----------
+        Shareholders effecting redemptions via wire transfer may be required to
         pay fees,  including the wire fee and other fees, that will be directly
         deducted from redemption proceeds.  Shareholders who request redemption
         checks to be sent by Federal  Express  may be required to pay a $10 fee
         that will be directly deducted from redemption proceeds. The Montgomery
         Funds reserve the right upon 60 days' advance notice to shareholders to
         impose a redemption fee of up to 1% on shares  redeemed  within 90 days
         of purchase.
</FN>
</TABLE>

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

<CAPTION>
                                                                                               Other
                                                                                              Expenses
                                                                                              (after   Total Fund Operating Expenses
                                                                                           reimbursement  (after reimbursement
                                                          Management Fee*      12b-1 Fee   unless noted)*    unless noted)*
<S>                                                            <C>               <C>          <C>                <C>   
The Emerging/International Markets Funds
Emerging Markets Fund                                          1.06%             0.25%        0.66%+             1.97%+
International Growth Fund                                      1.10%             0.25%        0.55%               1.90%
International Small Cap Fund                                   1.25%             0.25%        0.65%               2.15%
The Multi-Strategy Funds
Asset Allocation Fund                                          0.00%             0.25%        1.30%#**            1.55%#
Select 50 Fund                                                 1.25%             0.25%        0.55%               2.05%
The U.S. Equity Funds
Equity Income Fund                                             0.60%             0.25%        0.25%               1.10%
Growth Fund                                                    0.96%             0.25%        0.39%+              1.60%+
Small Cap Opportunities Fund                                   1.20%             0.25%        0.30%               1.75%
The Fixed-Income and Money Market Funds
Government Reserve Fund                                        0.38%             0.25%        0.22%               0.85%
Short Duration Government Bond Fund                            0.50%             0.25%        0.20%               0.95%


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

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

#   Even if the total  expenses of the  Underlying  Funds  exceed  1.10% for the
    Montgomery  Asset  Allocation  Fund,  the  Manager  has  agreed to limit the
    Montgomery Asset Allocation  Fund's Total Fund Operating  Expenses to 1.55%.
    The  total  expenses  for the  Underlying  Funds  for the  Montgomery  Asset
    Allocation Fund (currently  estimated to be 1.10%) will depend on the actual
    expenses of the  Underlying  Funds and how the Funds'  assets are  allocated
    among those Underlying Funds.

*   Expenses for the Funds are based on actual expenses and expense  limitations
    for the fiscal  year ended June 30,  1996 for the Class P shares  (or, if no
    Class P shares were  outstanding,  for another class of shares  but adjusted
    to include the Rule 12b-1 fee.) The Manager will reduce its fees and may

                                        4
<PAGE>

    absorb or reimburse a Fund for certain  expenses to the extent  necessary to
    limit total annual fund  operating  expenses to the amount  indicated in the
    table for a Fund.  A Fund is  required  to  reimburse  the  Manager  for any
    reductions in the Manager's fee only during the three years  following  that
    reduction  and  only  if  such  reimbursement  can be  achieved  within  the
    foregoing expense limits. The Manager generally seeks  reimbursement for the
    oldest  reductions  and waivers before payment for fees and expenses for the
    current  year.  Absent  reduction  and  including the Rule 12b-1 fee for the
    Class P Shares,  actual total Fund  operating  expenses for the period ended
    June 30, 1996  (annualized)  would have been as follows:  Montgomery  Equity
    Income   Fund,   1.70%  (0.85%  other   expenses);   Montgomery   Small  Cap
    Opportunities Fund, 2.41% (0.96% other expenses);  Montgomery  International
    Growth Fund, 3.16% (1.81% other expenses);  Montgomery  International  Small
    Cap Fund,  3.01% (1.53% other  expenses);  Montgomery Asset Allocation Fund,
    1.80% (0.95% other expenses);  Montgomery Select 50 Fund, 2.36% (0.86% other
    expenses);  Montgomery  Short Duration  Government  Bond Fund,  2.50% (1.05%
    other expenses) and Montgomery  Government  Reserve Fund, 0.99% (0.34% other
    expenses). The Manager may terminate these voluntary reductions at any time.
    See "Management of the Funds."

**   Estimated  expenses of Montgomery  Asset  Allocation  Fund  (excluding Rule
     12b-1  fees  and  expenses  related  to  the  Underlying  Funds  and  after
     reimbursement) is 0.20%. Estimated expenses related to the Underlying Funds
     for Montgomery Asset Allocation Fund is 1.10%.
</FN>
</TABLE>

Example of Expenses for the Funds

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

<CAPTION>
                                                            1 Year           3 Years           5 Years           10 Years
<S>                                                          <C>               <C>               <C>               <C> 
The Emerging/International Markets Funds
Emerging Markets Fund                                        $20               $62               $106              $230
International Growth Fund                                    $19               $60               $103              $222
International Small Cap Fund                                 $22               $67               $115              $248
The Multi-Strategy Funds
Asset Allocation Fund                                        $16               $49               $84               $185
Select 50 Fund                                               $21               $64               $110              $238
The U.S. Equity Funds
Equity Income Fund                                           $11               $35               $61               $134
Growth Fund                                                  $16               $50               $87               $190
Small Cap Opportunities Fund                                 $18               $55               $95               $206
The Fixed-Income and Money Market Funds
Government Reserve Fund                                       $9               $27               $47               $105
Short Duration Government Bond Fund                          $10               $30               $53               $117
</TABLE>

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

                                        5

<PAGE>

<TABLE>
                              Financial Highlights
                       Selected Per Share Data and Ratios

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

<CAPTION>

                                                                                 EMERGING MARKETS FUND

                                                        Period Ending                   FISCAL YEAR ENDED JUNE 30
                                                          December 31,------------------------------------------------------------
SELECTED PER SHARE DATA FOR THE                              1996
YEAR OR PERIOD ENDED:                                     (UNAUDITED)    1996(a)      1995++R      1994R       1993R      1992(a)R
<S>                                                         <C>         <C>         <C>          <C>          <C>       <C>   
Net asset value -- beginning of year                        $14.19      $12.62      $13.68       $11.07       $9.96     $10.00

Net investment income/(loss)                                  0.01        0.01        0.03        (0.03)       0.07       0.03

Net realized and unrealized gain/(loss)
 on investments                                              (0.31)       1.56        0.25##       2.92        1.05      (0.07)

Net increase/(decrease) in net assets resulting
  from investment operations                                 (0.30)       1.57        0.28         2.89        1.12      (0.04)

Distributions:

  Dividends from net investment income                       (0.06)       --          --           --         (0.01)      --
  Distributions from net realized capital gains               --          --         (0.42)       (0.28)      (0.00)#     --
  Distributions in excess of net realized capital
  gains                                                       --          --         (0.37)        --          --         --

Total distributions                                          (0.06)       --         (0.79)       (0.28)      (0.01)      --

Net asset value -- end of year                              $13.83      $14.19      $13.17       $13.68      $11.07      $9.96

Total Return**                                               (2.12)%     12.44%       1.40%       26.10%      11.27%     (0.40)%

Ratios to Average Net Assets/Supplemental Data

Net assets, end of year (in 000's)                          $ 7         $ 2         $998,083     $654,960    $206,617    $54,625

Ratio of net investment income/(loss)                        (0.22)%+     0.33%+      0.23%       (0.14)%      0.66%      1.70%+
  to average net assets

Ratio of expenses to average net assets                       1.92%+      1.97%+      1.80%        1.85%       1.90%      1.90%+

Portfolio turnover rate                                      36.30%     109.92%      92.09%       63.79%      21.40%      0.19%

Average commission rate paid+++                             $ 0.0007    $ 0.0007      N/A          N/A         N/A        N/A

Net investment income/(loss) before deferral of fees and
  absorption of expenses by Manager                           --          --          --           --         $0.06      $0.01

Expense ratio before deferral of fees by Manager
  including interest expense                                  --          --          --           --          1.93%      2.80%+

Expense ratios including interest expense                     --          --          --           --          --         --

<FN>
(a)  The Emerging Markets Fund's Class R and Class P Shares commenced operations
     on March 1, 1992 and March 12, 1996, respectively.
(b)  The  International  Growth  Fund's Class P Shares  commenced  operations on
     March 12, 1996.
(c)  The International  Small Cap Fund's Class R Shares commenced  operations on
     September 30, 1993.
</FN>
</TABLE>


                                        6

<PAGE>


<TABLE>
           INTERNATIONAL GROWTH                        INTERNATIONAL SMALL CAP FUND
                   FUND
<CAPTION>
  Period   Ending     Fiscal Year Ended      Period Ending      FISCAL YEAR ENDED JUNE 30
 December 31, 1996        June 30,             December 31,  ------------------------------
    (UNAUDITED)            1996(a)               1996R
                                               (UNAUDITED)    1996R       1995R        1994(b)R
<S>                       <C>                   <C>           <C>        <C>           <C>   
      $15.31              $13.66                $14.86        11.75      $12.02        $12.00
        0.00                0.00#                (0.06)        0.03        0.12          0.00#
        0.77                1.65                  0.33         3.10       (0.39)         0.02

        0.77                1.65                  0.27         3.13       (0.27)         0.02
         --                 --                    --          (0.02)      (0.00)#         --
       (1.68)               --                    --            --         --             --
         --                 --                    --            --         --             --
       (1.68)               --                    --          (0.02)      (0.00)#         --
      $14.40              $15.31                $15.13        14.86      $11.75        $12.02
        5.71%              12.08%                 1.82%       26.68%      (2.23)%        0.17%

      $ 1                 $ 1                   $40,500      $41,640     $28,516       $34,555
       (0.20)%+             0.01%+               (0.78)%+      0.20%       0.95%         0.04%+
        1.91%+              1.90%+                1.91%+       1.90%       1.90%         1.90%+
       42.35%             238.91%                37.79%      177.36%     156.13%       123.50%
      $ 0.0227              N/A                 $ 0.0142     $ 0.0123      N/A            N/A
      $(0.08)             ($0.05)                (0.16)      ($0.08)      $0.05        ($0.02)

        3.01%+              3.16%+                3.16%        2.76%       2.50%         2.32%+
         --                 --                    --           1.96%       1.91%         1.99%+

<FN>
**   Total return represents aggregate total return for the periods indicated.
+    Annualized.
++   Per share numbers have been  calculated  using the average  shares  method,
     which more appropriately represents the per share data for the period since
     the use of the undistributed  income method did not accord with the results
     of operations.
+++  Average commission rate paid per share of securities  purchased and sold by
     the Fund.
#    Amount represents less than $0.01 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  purchases  and
     withdrawal  of shares in relation to the  fluctuating  market values of the
     portfolio.
</FN>
</TABLE>


                                        7

<PAGE>

<TABLE>
                                                                      ASSET ALLOCATION FUND                     SELECT 50 FUND

<CAPTION>

                                                                             FISCAL YEAR ENDED
                                                       PERIOD ENDING               JUNE 30               PERIOD ENDING
SELECTED PER SHARE DATE FOR THE                         DECEMBER 31,                                        DECEMBER 31,     FYE
YEAR OR PERIOD ENDED:                                     1996(d)      ------------------------------        1996(b)      June 30
                                                        (UNAUDITED)    1996(c)     1995R      1994(c)R     (UNAUDITED)    1996(b)R
<S>                                                       <C>          <C>        <C>         <C>            <C>          <C>   
Net asset value -- beginning of year                      $19.33       $17.86     $12.24      $12.00         $15.89       $12.00

Net investment income/(loss)                                0.21         0.09       0.25        0.06           --           0.06

Net realized and unrealized gain (loss) on investments      0.58         1.38       4.11        0.18           0.14         4.45

Net increase (decrease) in net assets resulting
  from investment operations                                0.79         1.47       4.36        0.24           0.14         4.51

Distributions:

  Dividends from net investment income                     (0.34)        --        (0.17)       --             --          (0.04)
  Distributions from net realized capital gains            (1.66)        --        (0.10)       --             --           --
  Distribution in excess of net realized capital gains      --           --         --          --             --          (0.01)

Total distributions                                        (2.00)        --        (0.27)       --             --          (0.05)

Net asset value -- end of year                            $18.12       $19.33     $16.33      $12.24         $16.03       $16.46

Total return**                                              4.18%        8.23%     35.99%       2.00%          0.88%       37.75%

Ratios to Average Net Assets/Supplemental Data:

Net assets, end of year (in 000's)                        $48          $43        $60,234     $1,548         $51          $77,955

Ratio of net investment income (loss)                       2.37%+       1.60%+     3.43%       2.54%+        (0.46)%+      0.42%+
  to average net assets

Ratio of expenses to average net assets,                    1.55%+       1.55%+     1.30%       1.30%+         2.06%+       1.80%+
  excluding interest expense

Portfolio turnover rate                                    93.70%      225.91%     95.75%     190.94%         85.34%      105.98%

Average commission rate paid+++                           $ 0.0603     $ 0.0595     N/A         N/A          $ 0.0070     $ 0.0097

Net investment income/(loss) before deferral of
fees and absorption of expenses by Manager                $ 0.20       $ 0.08     $ 0.19      $(0.11)        $(0.01)      $ 0.02

Expense ratio before deferral of fees and absorption of
  expenses by Manager, including interest expense           1.84%+       1.80%+     2.07%       9.00%+         2.32%+       2.11%+

Expense ratios including interest expense                   1.67%+       1.67%+     1.31%       1.43%+         --           --

<FN>
(a)  The Asset Allocation Fund's Class R and Class P Shares commenced operations
     on March 31, 1994 and January 3, 1996, respectively.
(b)  The Select 50 Fund's  Class R and Class P Shares  commenced  operations  on
     October 2, 1995 and December 12, 1996, respectively.
(c)  The Equity Income Fund's Class R and Class P Shares commenced operations on
     September 30, 1994 and March 12, 1996, respectively.
(d)  The  Growth  Fund's  Class R and  Class P Shares  commenced  operations  on
     September 30, 1993 and January 12, 1996, respectively.
(e)  The Small Cap  Opportunities  Fund's  Class R and Class P Shares  commenced
     operations on December 29, 1995 and July 29, 1996, respectively.
</FN>
</TABLE>


                                        8

<PAGE>


<TABLE>

              EQUITY INCOME FUND                                GROWTH FUND                                  SMALL CAP
                                                                                                         OPPORTUNITIES FUND

<CAPTION>

 PERIOD ENDING      FISCAL YEAR ENDED                                FISCAL YEAR ENDED
DECEMBER 31, 1996        JUNE 30             PERIOD ENDING                JUNE 30
   (UNAUDITED)   -------------------------    DECEMBER 31, ------------------------------------     Period Ending         FYE
                                                  1996                                            December 31, 1996     June 30
                   1996(c)       1995(c)R      (UNAUDITED)    1996(d)       1995R     1994(d)R      (Unaudited)(e)      1996(e)#R
<S>               <C>            <C>             <C>          <C>          <C>         <C>              <C>             <C>   
   $ 16.09        $15.66         $12.00          $21.94       $19.22       $15.27      $12.00           $14.37          $12.00
      0.21          0.08           0.31            0.04         0.03         0.12        0.04            (0.08)           0.02
      1.51          0.35           1.38            1.06         2.69         3.91        3.31++           2.18            3.78++
      1.72          0.43           1.69            1.10         2.72         4.03        3.35             2.10            3.80
     (0.21)          --           (0.31)          (0.10)         --         (0.07)      (0.01)           (0.00)##          --
     (1.56)          --            --             (2.77)         --         (0.07)        --                --             --
      --             --            --               --           --           --        (0.07)              --             --
     (1.77)          --           (0.31)          (2.87)         --         (0.14)      (0.08)           (0.00)##          --
   $ 16.04        $16.09         $13.38          $20.17       $21.94       $19.16      $15.27           $16.47          $15.80
     11.22%         2.75%         14.26%           5.04%       14.15%       26.53%      27.98%           14.64%          31.67%
   $136           $ 2            $6,383          $139         $82          $878,779    $149,103         $ 6             $136,140
      2.85%+        2.78%+         4.06%+          0.44%+       0.53%+       0.98%       1.09%+          (1.19)%+         0.23%+
      1.10%+        1.10%+         0.84%+          1.58%+       1.60%+       1.50%       1.49%+           1.76%+          1.50%+
     26.46%        89.77%         29.46%          43.75%      118.14%      128.36%     110.65%           86.20%          81.29%
   $  0.0595      $ 0.0423         N/A           $ 0.0594     $ 0.0596        N/A        N/A            $ 0.0556        $ 0.0578
   $  0.07        $ 0.06         $ 0.13             --            --          --       $ 0.03           ($0.10)         ($0.04)

      1.70%+        1.70%+         3.16%+           --            --          --         1.79%+           2.11%+          2.16%+
       --            --             --              --            --          --          --                --             --

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


                                        9
<PAGE>

<TABLE>

                                                                         GOVERNMENT RESERVE FUND
<CAPTION>
                                                       Period Ending                  Fiscal Year Ended June 30
                                                     December 31, 1996 -------------------------------------------------------------
Selected Per Share Data for the Year or                  (Unaudited)     1996(a)       1995R           1994R         1993(a)R
  Period Ended:
<S>                                                        <C>           <C>           <C>             <C>            <C>  
Net asset value--beginning of year                         $1.00         $1.00         $1.00           $1.00          $1.00
Net investment income                                       0.024         0.014         0.049           0.029          0.024
Net realized and unrealized gain (loss) on investments      0.000##       0.000##       0.000##         0.000##        0.000##
Net increase in net assets resulting
   from investment operations                               0.024         0.014         0.049           0.029          0.024
Distributions:
  Dividends from net investment income                     (0.024)       (0.014)       (0.049)         (0.029)        (0.024)
   Distributions in excess of net investment income          --             --            --              --             --
  Distributions from net realized capital gains              --             --            --              --             --
  Distribution in excess of net realized capital gains       --             --            --              --             --
  Distributions from capital                                 --             --            --              --             --

Total distributions                                        (0.024)       (0.014)       (0.049)         (0.029)        (0.024)
Net asset value--end of year                               $1.00         $1.00         $1.00           $1.00          $1.00

Total return**                                              2.48%         1.38%         4.97%           2.96%          2.41%
Ratios to Average Net Assets/Supplemental Data:

Net assets, end of year (in 000's)                         $1            $1            $258,956        $211,129       $124,795
Ratio of net investment income                              4.66%+        4.91%+        4.92%           2.99%          2.96%+
   to average net assets
Ratio of expenses to average net assets,                    0.85%+        0.85%+        0.60%           0.60%          0.38%+
   excluding interest expense
Portfolio turnover rate                                     --              --            --              --             --
Net investment income before deferral of fees and
    absorption of expenses by Manager                      $0.023        $0.013        $0.047          $0.028         $0.013
Expense rate before deferral of fees and absorption of
    expenses by manager, including interest expense         0.97%+        0.99%+        0.79%           0.71%          0.77%+
Expense ratios including interest expense                   --              --          0.63%             --             --

<FN>
(a)  The  Government  Reserve  Fund's  Class  R and  Class  P  Shares  commenced
     operations on September 14, 1992 and March 12, 1996, respectively.
(b)  The  Short  Duration  Government  Bond  Fund's  Class R and  Class P Shares
     commenced operations on December 18, 1992 and March 12, 1996, respectively.
**   Total return represents aggregate total return for the periods indicated.
+    Annualized
#    Amount represents less than $0.01 per share.
##   Amount represents less than $0.001 per share.
</FN>
</TABLE>


                                       10

<PAGE>


                       SHORT DURATION GOVERNMENT BOND FUND

 Period Ending                  FISCAL YEAR ENDED JUNE 30
December 31, 1996  -------------------------------------------------------------
  (Unaudited)      1996(b)       1995R          1994R           1993(b)R

   $ 9.92          $9.98         $9.80         $10.23             $10.00

     0.28           0.16          0.62           0.61               0.33

     0.11          (0.05)         0.16          (0.34)              0.23

     0.39           0.11          0.78           0.27               0.56

    (0.30)         (0.17)        (0.62)         (0.56)             (0.33)

      --             --            --           (0.07)               --

      --             --            --             --                 --

      --             --            --           (0.07)               --

      --             --          (0.01)           --               (0.00)#

    (0.30)         (0.17)        (0.63)         (0.70)             (0.33)

   $10.01          $9.92         $9.95         $ 9.80             $10.23

     3.95%          1.12%         8.28%          2.49%              5.66%

   $ 1             $1            $17,093       $21,937            $22,254

     5.59%+         5.63%+        6.41%          5.93%              6.02%+

     0.86%+         0.85%+        0.47%          0.25%              0.22%+

   202.74%        349.62%       284.23%        603.07%            213.22%

   $ 0.25          $0.14         $0.54         $ 0.51             $ 0.27

     2.10%+         2.56%+        2.23%          1.75%              2.07%+

     1.60%+         1.80%+        1.38%          0.71%             --


                                       11
<PAGE>


The Funds' Investment Objectives And Policies

<TABLE>
The  investment  objective  and  general  investment  policies  of each Fund are
described  below.  Specific  portfolio  securities  that may be purchased by the
Funds are described in  "Portfolio  Securities"  beginning on page 16.  Specific
investment  practices  that may be employed by the Funds are described in "Other
Investment  Practices"  beginning  on page 20.  Certain  risks  associated  with
investments  in the Funds are  described  in those  sections as well as in "Risk
Considerations"  beginning on page 22.  Certain Terms Used in the Prospectus Are
Defined in the Glossary Found at the End of this Prospectus.

<CAPTION>
                                                  SUMMARY COMPARISON OF FUNDS


                                                   Anticipated  Maximum                              Typical Market
                                                   Equity       Debt                                 Capitalization of
Fund Name                                          Exposure     Exposure   Focus                     Portfolio Companies
<S>                                                <C>          <C>        <C>                       <C>
The Emerging/International Market Funds
   Emerging Markets Fund                           65-100%      35%        Foreign Emerging Growth   Any size
   International Growth Fund                       65-100%      35%        Foreign Growth            Over $1 Billion
   International Small Cap Fund                    65-100%      35%        Foreign Small-Cap         Less than $1 Billion

The Multi-Strategy Funds
   Asset Allocation Fund                           20-80%       20-80%     Balanced                  Any size
   Select 50 Fund                                  65-100%      35%        Worldwide Growth          Any size

The U.S. Equity Funds
   Equity Income Fund                              65-100%      35%        Large-Cap Dividend        Over $1 Billion
   Growth Fund                                     65-100%      35%        Growth                    Over $1 Billion
   Small Cap Opportunities Fund                    65-100%      35%        Small-Cap                 Less than $1 Billion

The Fixed-Income and Money Market Funds
   Government Reserve Fund                         0%           100%       Income                    N/A
   Short Duration Government Bond Fund             0%           100%       Income                    N/A
</TABLE>

The Emerging/International Markets Funds

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

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

This Fund uses a proprietary, quantitative asset allocation model created by the
Manager.  This  model  employs  mean-variance  optimization,  a process  used in
developed markets based on modern portfolio theory and statistics. Mean-variance
optimization  helps determine the percent of assets to invest in each country to
maximize  expected returns for a given risk level. The Fund's aims are to invest
in those countries that are expected to have the highest  risk/reward  trade-off
when

                                       12

<PAGE>


incorporated into a total portfolio  context.  This "top-down" country selection
is combined with "bottom-up"  fundamental  industry analysis and stock selection
based on  original  research  and  publicly  available  information  and company
visits.

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

This Fund may invest in certain debt  securities  issued by the  governments  of
emerging  market  countries  that are, or may be eligible for,  conversion  into
investments  in  Emerging  Market  Companies  under  debt  conversion   programs
sponsored by such governments. The Fund deems securities that are convertible to
equity investments to be equity derivative securities.

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

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

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

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

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

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

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

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

The Multi-Strategy Funds

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

The  investment  objective  of the Asset  Allocation  Fund is to seek high total
return,  while  also  seeking  to reduce  risk,  through a  strategic  or active
allocation of assets among domestic  stocks,  debt  instruments and cash or cash
equivalents.  The Fund is a "fund of funds" which means the Fund will not invest
directly in securities but will instead  invest in a diversified  group of three
Funds from The Montgomery Funds family (each, an "Underlying  Fund") the Manager
considers to be

                                       13

<PAGE>


appropriate  investments for achieving the Asset  Allocation  Fund's  investment
objective.  The Asset  Allocation Fund adjusts the proportion of its investments
in each of these  categories as needed to respond to current market  conditions,
primarily by changing its allocation  percentage among the different  Underlying
Funds. The following table illustrates the anticipated allocation methodology:


                        Asset Allocation Fund Allocation
- --------------------------------------------------------------------------------
       Investment            Anticipated Range of          Underlying
         Focus                 Asset Allocation               Fund
- --------------------------------------------------------------------------------
Domestic stocks                  20% to 80%      Growth Fund
- --------------------------------------------------------------------------------
Debt instruments                 20% to 80%      Total Return Bond Fund or other
                                                 investment   grade  bond  funds
                                                 advised by the Manager
- --------------------------------------------------------------------------------
Cash and cash equivalents         0% to 50%      Government Reserve Fund
- --------------------------------------------------------------------------------

The  Manager  will  implement  its  allocation   strategy  with  the  use  of  a
quantitative  risk model and  computer  optimization  program.  The  Manager may
temporarily  increase the Fund's cash  allocation from its set strategy in order
to meet anticipated redemptions.

Characteristics of the Underlying Funds

<TABLE>
The  characteristics  of the Growth  Fund and the  Government  Reserve  Fund are
discussed   elsewhere  in  this   prospectus.   The  following   summarizes  the
characteristics  of the Total Return Bond Fund and its investment  objective and
policies.
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                           Anticipated Equity          Maximum Debt                Typical Market Capitalization
Fund Name                  Exposure                    Exposure        Focus       of Portfolio Companies
- ------------------------------------------------------------------------------------------------------------------
<S>                         <C>                        <C>             <C>         <C>
 Total Return Bond Fund     0%                         100%            Income      N/A
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

The investment  objective of the Total Return Bond Fund is to seek maximum total
return (which consists of both income and capital appreciation), consistent with
preservation  of  capital  and  prudent  investment  management.   Under  normal
conditions,  the Fund seeks to achieve its investment  objective by investing at
least 65% (and  typically more than 90%) of its total assets in a broad range of
investment-grade  bonds,  including  marketable corporate bonds, U.S. government
securities,  mortgage-related securities, other asset-backed securities and cash
or money market instruments. The Fund may also invest up to 20% of its assets in
securities  denominated in foreign currencies,  and may invest beyond this limit
in  U.S.  dollar-denominated  securities  of  foreign  issuers.  See  "Portfolio
Securities."

Duration of the Total Return Bond Fund. The Total Return Bond Fund expects that,
under normal  circumstances,  the  dollar-weighted  average  maturity (or period
until the next  interest  rate reset date) of its  portfolio  securities  may be
longer than three years,  but the Fund does not restrict its investments only to
individual  securities that are below a specific  maturity.  The Fund,  however,
seeks to maintain an average  portfolio  effective  duration of between  four to
five and a half years.

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

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

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

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

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

                                       14
<PAGE>

The U.S. Equity Funds

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

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

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

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

Montgomery Growth Fund (the "Growth Fund")

The investment objective of the Growth Fund is capital appreciation which, under
normal  conditions  it seeks by  investing  at least 65% of its total  assets in
equity securities of domestic  companies.  Although such companies may be of any
size,  the Fund targets  companies  having total  market  capitalizations  of $1
billion  or more.  The Fund  emphasizes  investments  in  common  stock but also
invests in other types of equity  securities and equity  derivative  securities.
Current income from  dividends,  interest and other sources is only  incidental.
The Fund also may invest up to 35% of its total assets in investment  grade debt
securities.  See "Portfolio  Securities." The Manager does not expect the Growth
Fund to be consistently fully invested in equity securities. During periods that
the Manager deems  appropriate,  the Fund may take a more defensive position and
be significantly invested in cash and cash equivalents.

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

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

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

This Fund seeks to identify  potential  growth  companies at an early stage or a
transitional  point  of  their  developments,  such as the  introduction  of new
products, favorable management changes, new marketing opportunities or increased
market share

                                       15

<PAGE>


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


The Fixed-Income and Money Market Funds

Montgomery Government Reserve Fund (the "Reserve Fund")

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

Montgomery  Short  Duration  Government  Bond Fund  (formerly  called  the Short
Government Bond Fund) (the "Short Bond Fund")

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

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

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

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

Portfolio Securities

The following describes portfolio securities the Funds may invest.  Investors in
the Asset  Allocation  Fund should note the  portfolio  securities  of the Asset
Allocation  Fund consists of the portfolio  securities of each of the Underlying
Funds.


Equity Securities

The International/Emerging Markets Funds, the Select 50 Fund and the U.S. Equity
Funds  emphasize  investments  in common  stock.  These Funds may also invest in
other  types of equity  securities  (such as  preferred  stocks  or  convertible
securities) and equity derivative securities.

                                       16
<PAGE>

Depositary Receipts, Convertible Securities and Securities Warrants

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

Privatizations

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

Special Situations

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

Investment Companies

Each Fund may invest up to 10% of its total assets in shares of other investment
companies investing  exclusively in securities in which it may otherwise invest.
Because  of  restrictions  on direct  investment  by U.S.  entities  in  certain
countries, other investment companies may provide the most practical or only way
for the International/Emerging  Markets 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/Emerging Markets
Funds also may incur tax  liability  to the extent they invest in the stock of a
foreign  issuer that is a "passive  foreign  investment  company"  regardless of
whether such "passive  foreign  investment  company" makes  distributions to the
Funds. See the Statement of Additional Information.

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


Debt Securities

The Select 50 Fund and the  International/Emerging  Markets  Funds may  purchase
debt securities that complement their objective of capital  appreciation through
anticipated  favorable  changes in relative  foreign exchange rates, in relative
interest rate levels, or in the creditworthiness of issuers. Debt securities may
constitute up to 35% of the Equity Income Fund's total assets. In selecting debt
securities, the Manager seeks out good credits and analyzes interest rate trends
and specific  developments that may affect individual  issuers.  As an operating
policy which may be changed by the Board, each Fund will not invest more than 5%
of its 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 the  minimum  level may be
retained if determined by the Manager and the Board to be in the best  interests
of the Fund. See "Risk Considerations."

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/Emerging  Markets  Fund  and the  Equity
Income Fund may invest in external (i.e., to foreign  lenders) debt  obligations
issued by the  governments,  governmental  entities  and  companies  of emerging
market countries.  The percentage distribution between equity and debt will vary
from 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.


                                       17
<PAGE>


U.S. Government securities

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

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

Mortgage-Related Securities and Derivative Securities

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

Agency Mortgage-Related Securities

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

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


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

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

Private  issuer  mortgage-related  securities  generally  offer a higher rate of
interest (but greater  credit and interest rate risk) than U.S.  Government  and
agency  mortgage-related  securities  because  they offer no direct or  indirect
governmental guarantees.  However, many issuers or servicers of mortgage-related
securities  guarantee or provide  insurance  for timely  payment of interest and
principal.  The Short Bond Fund may purchase  some  mortgage-related  securities
through private and the Total Return Bond Fund

                                       18

<PAGE>


placements  that are restricted as to further sale.  See "Illiquid  Securities."
The value of these securities may be very volatile.


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

Variable Rate Demand Notes

The Fixed Income Fund may invest in variable rate demand notes ("VRDNs").

Zero Coupon Bonds

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

Asset-Backed Securities

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

                                       19

<PAGE>


Other Investment Practices

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

<CAPTION>
                                                                                                            Short
                                                                                           Small            Duration
                                               International                                Cap     Govern-  Govern-
                            Emerging  Internatonal Small   Asset    Select Equity          Oppor-    mental  ment
                             Markets     Growth     Cap  Allocation   50    Income  Growth tunities  Reserve  Bond
- ------------------------------------------------------------------------------------------------------------------
<S>                                <C>      <C>    <C>      <C>      <C>    <C>     <C>     <C>      <C>     <C>
Repurchase agreements(1)           X        X       X       *        X       X       X       X        X       X
- ------------------------------------------------------------------------------------------------------------------
Reverse dollar roll transactions                            *                                                 X(1)
- ------------------------------------------------------------------------------------------------------------------
Borrowing not to exceed one-       X        X       X       *        X       X       X       X        X       X
third of total fund assets
- ------------------------------------------------------------------------------------------------------------------
Reverse repurchase agreement                X       X       *        X       X       X                X       X
- ------------------------------------------------------------------------------------------------------------------
Dollar roll transactions                                    *                                                 X
- ------------------------------------------------------------------------------------------------------------------
Leverage                           X        X       X       *        X               X                        X(2)
- -----------------------------------------------------------------------------------------------------------------
Securities lending not to exceed   X        X       X       *        X       X       X       X        X       X
30% of total fund assets
- -----------------------------------------------------------------------------------------------------------------
When-issued and forward            X        X       X       *        X       X       X       X        X       X(3)
commitment securities
- -----------------------------------------------------------------------------------------------------------------
Forward currency contracts 6       X        X       X       *        X       X       X
- -----------------------------------------------------------------------------------------------------------------
Purchase options on securities     X        X       X       *        X       X       X       X                X
and currencies 4
- -----------------------------------------------------------------------------------------------------------------
Purchase options on securities     X        X       X       *        X       X       X       X
indices 4
- -----------------------------------------------------------------------------------------------------------------
Write covered call options 4       X        X       X       *        X       X       X       X                X
- -----------------------------------------------------------------------------------------------------------------
Write covered put options 4        X        X       X       *        X       X       X       X                X
- -----------------------------------------------------------------------------------------------------------------
Interest rate futures contracts5   X        X       X       *        X       X       X       X                X
- -----------------------------------------------------------------------------------------------------------------
Futures and swaps and options on   X        X       X       *        X       X       X       X                X
futures
- -----------------------------------------------------------------------------------------------------------------
Equity swaps                       X        X       X       *        X       X       X       X
- -----------------------------------------------------------------------------------------------------------------
Illiquid securities (limited                                *                                         X
to 10% of Fund's net assets)
- -----------------------------------------------------------------------------------------------------------------
Illiquid securities (limited       X        X       X       *        X       X       X       X               X
to 15% of Fund's net assets)
- -----------------------------------------------------------------------------------------------------------------

                                       20

<PAGE>

<FN>
1    Under the Investment Company Act, repurchase  agreements and reverse dollar
     roll  transactions  are  considered to be loans by a Fund and must be fully
     collateralized  by  collateral  assets.  If  the  seller  defaults  on  its
     obligations to repurchase the  underlying  security,  a Fund may experience
     delay or difficulty in exercising  its rights to realize upon the security,
     may  incur a loss if the  value  of the  security  declines  and may  incur
     disposition costs in liquidating the security.
2    The Manager  will not use leverage for the Short Bond Fund if, as a result,
     the Fund's portfolio  duration would not be comparable to or less than that
     of three-year U.S. Treasury notes.
3    The Fund also may enter into forward  commitments to sell high-grade liquid
     debt securities it does not own at the time of entering such commitments.
4    A Fund will not enter into any options on securities, securities indices or
     currencies or related options  (including options on futures) if the sum of
     the  initial  margin  deposits  and  premiums  paid for any such  option or
     options  would  exceed 5% of its total  assets,  and it will not enter into
     options with respect to more than 25% of its total assets.
5    A Fund does not enter into any futures  contracts or related options if the
     sum of initial  margin  deposits  on  futures  contracts,  related  options
     (including  options on securities,  securities  indices and currencies) and
     premiums  paid for any such  related  options  would exceed 5% of its total
     assets. A Fund does not purchase  futures  contracts or related options if,
     as a result, more than one-third of its total assets would be so invested.
6    A Fund that may invest in forward  currency  contracts  may not invest more
     than one-third of its assets in such contracts.
*    To the extent allowed in each Underlying Fund.
</FN>
</TABLE>

Borrowing

Subject to the limits set forth in the  Prospectus,  the Funds may pledge  their
assets in connection  with  borrowings.  A Fund will not purchase any securities
while any borrowings exceed 10% of its total assets.

Defensive Investments and Portfolio Turnover

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

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

Hedging and Risk Management Practices

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

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

                                       21

<PAGE>

Investment Restrictions

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

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

Risk Considerations

The  following  describes  certain risks  involved with  investing in the Funds.
Investors in the Asset  Allocation Fund should note the risks involved with each
Underlying Fund, because the Asset Allocation Fund is a "Fund-of-Funds."

Small Companies

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

Foreign Securities

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

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

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

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

                                       22
<PAGE>

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

Lower-Quality Debt

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

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

Diversification

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

Interest Rates

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

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

                                       23
<PAGE>


one of the fundamental tools used by the Manager in managing interest rate risks
including prepayment risks. See Duration in the Glossary.

Management of the Funds

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

Montgomery Asset Management,  LLC is the Funds' Manager. The Manager, a Delaware
limited  liability  company,  is a subsidiary of Commerzbank AG. The Manager was
formed in  February  1997 as an investment  adviser  registered as such with the
SEC under the Investment  Advisers Act of 1940, as amended.  It advises  private
accounts as well as the Funds.  Commerzbank,  the third  largest  publicly  held
commercial  bank in Germany,  has total assets of  approximately  $268  billion.
Commerzbank  and its affiliates had over $79 billion in assets under  management
as of June 30, 1997. Commerzbank's asset management operations involve more than
1,000 employees in 13 countries worldwide.

On July 31, 1997,  Montgomery Asset Management,  L.P., the former manager to the
Funds,  completed the sale of substantially all of its assets to the Manager. At
a special  meeting of  shareholders  on June 23, 1997, the  shareholders of each
Fund approved a new Investment Management Agreement with the Manager,  effective
July 31, 1997 for an initial two-year period.

Portfolio Managers

Montgomery Emerging Markets Fund

Josephine S. Jimenez,  CFA, is a managing director and senior portfolio manager.
From 1988  through  1991,  Ms.  Jimenez  worked at  Emerging  Markets  Investors
Corporation/Emerging  Markets Management in Washington,  D.C., as senior analyst
and portfolio manager.

Bryan L.  Sudweeks,  Ph.D.,  CFA, is a managing  director  and senior  portfolio
manager.  Before  joining the  Manager,  he was a senior  analyst and  portfolio
manager at Emerging Markets Investors Corporation/Emerging Markets Management in
Washington,  D.C.  Previously,  he was a Professor of International  Finance and
Investments at George  Washington  University and served as Adjunct Professor of
International Investments from 1988 until May 1991.

Angeline Ee is a portfolio manager.  From 1990 until joining the Manager in July
1994, Ms. Ee was an Investment  Manager with AIG Investment  Corp. in Hong Kong.
From June 1989 until  September  1990, Ms. Ee was a co-manager of a portfolio of
Asian equities and bonds at Chase Manhattan Bank in Singapore.

Frank  Chiang is a  portfolio  manager.  From 1993 until  joining the Manager in
1996, Mr. Chiang was managing director and portfolio manager at TCW Asia Ltd. in
Hong Kong.

Jesus Isidoro Duarte is a regional portfolio manager for the Manager responsible
for the Latin American markets.  Mr. Duarte began his investment career in 1980.
He joined the Manager  from  Latinvest  Management  Co. in Brazil,  where he was
Director and Vice President  responsible  for research and portfolio  management
for the firm's Latin American  Funds.  Prior to Latinvest,  Mr. Duarte worked at
W.I. Carr in Tokyo as a securities analyst of Japanese equities. He is fluent in
Spanish and Japanese, and conversant in French and Portuguese.  Mr. Duarte has a
Bachelor  of Arts  Degree in  International  Relations  and a minor in  Business
Administration   from  the   University  of  Redlands  in  California   and  has
successfully completed the Japanese Language Institute's two-year program at the
Sophia University in Tokyo.

Montgomery International Growth Fund
Montgomery International Small Cap Fund

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

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

Nancy Kukacka is a portfolio manager and principal.  Prior to joining Montgomery
Asset Management, Ms. Kukacka worked at CS First Boston Investment where she was
an Equity Research Analyst covering consumer  cyclical and non-durable  sectors.
Previously,  Ms.  Kukacka  was an  Equity  Research  at RCM  Capital  Management
providing   fundamental-based   analysis  for  over  US$12   billion  in  equity
investments.  Ms.  Kukacka  holds a Bachelor  of Arts degree in  Economics  with
minors in Chemistry and Biology from Bucknell University. She is a Level III CFA
candidate.

                                       24

<PAGE>


For the background and business experience of Bryan L. Sudweeks,  PhD., CFA, who
is a Portfolio  Strategist for the International Growth Fund, see the discussion
under the Montgomery Emerging Markets Fund, above.

Montgomery Asset Allocation Fund

The  Asset   Allocation  Fund  invests  its  assets  in  three  separate  Funds,
representing three different investment disciplines.  Kevin T. Hamilton, CFA, is
responsible  for  selecting  the  Funds  to be  included  in  the  Fund-of-Funds
structure,  and also for coordinating and implementing the investment  decisions
of the Asset  Allocation  Fund. For the  background  and business  experience of
Kevin T.  Hamilton,  see the  discussion  under the  Montgomery  Select 50 Fund,
below.

Montgomery Select 50 Fund

The Manager currently  divides its equity portfolio  management into a number of
specific disciplines. Five of those disciplines are represented in the Select 50
Fund. These five disciplines,  which may be adjusted from time to time,  include
U.S. Growth Equity, U.S.  Smaller-Capitalization  Companies, U.S. Equity Income,
International and Emerging Markets.  The portfolio  management teams responsible
for  these  disciplines  are  described  throughout  this  "Portfolio  Managers"
section.

Kevin T. Hamilton, CFA, Chairman of the Manager's Investment Oversight Committee
and a managing  director,  is responsible for  coordinating and implementing the
investment  decisions  of the  Manager's  Equity  teams  and  making  investment
decisions relating to the allocation of assets among the Underlying Funds of the
Asset Allocation Fund. From 1985 until joining the Manager in February 1991, Mr.
Hamilton was a senior vice president  responsible  for  investment  oversight at
Analytic Investment Management in Irvine,  California.  The portfolio management
teams  responsible for the different  disciplines used in the Select 50 Fund are
described throughout this "Portfolio Managers" section.

Montgomery Equity Income Fund

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

Montgomery Growth Fund
Montgomery Small Cap Opportunities Fund

Roger W. Honour is a managing  director and senior portfolio  manager.  Prior to
joining  Montgomery  Asset Management in June 1993, Mr. Honour spent one year as
vice president and portfolio  manager at Twentieth  Century  Investors in Kansas
City,  Missouri.  From 1990 to 1992,  he served as vice  president and portfolio
manager at Alliance Capital Management. From 1978 to 1990, Mr. Honour was a vice
president with Merrill Lynch Capital Markets.

Kathryn M. Peters is a portfolio  manager.  From 1993 to 1995, Ms. Peters was an
associate in 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.  From 1988 to 1990, Ms. Peters worked in the
leveraged buy-out group of Marine Midland Bank.

Andrew G.  Pratt,  CFA,  is a  portfolio  manager.  He joined  Montgomery  Asset
Management from Hewlett-Packard Company, where he was an equity analyst, managed
a portfolio of small-capitalization  technology companies and researched private
placement and venture capital investments.  From 1983 through 1988, he worked in
the Capital Markets Group at Fidelity Investments in Boston.

Montgomery Government Reserve Fund
Montgomery Short Duration Government Bond Fund
Montgomery Total Return Bond Fund (an  underlying  Fund for the Asset Allocation
Fund)

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

Peter D.  Wilson  is a  portfolio  manager.  Mr.  Wilson  joined  the  Manager's
Fixed-Income  team in April 1994.  From 1992 to 1994, he was an associate in the
Fixed Income Client  Services  Department of BARRA in Berkeley,  California.  At
BARRA, Mr. Wilson directed research and development  teams on mortgage,  CMO and
other fixed-income projects. Prior to that he

                                       25

<PAGE>


was an  associate  in the  structured  finance  department  at Security  Pacific
Merchant Bank as well as on the mortgage trading desk at Chemical Bank.


Management Fees and Other Expenses

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

<TABLE>

The  management  fees for the  Domestic  Equity,  Select 50,  International  and
Emerging Markets Funds are higher than for most mutual Funds.

<CAPTION>
                                                   Average Daily Net Assets              Management Fee
                                                                                          (Annual Rate)
<S>                                                <C>                                      <C>  
Emerging Markets Fund                              First $250 million                       1.25%
                                                   Over $250 million                        1.00%
International Growth Fund                          First $500 million                       1.10%
                                                   Next $500 million                        1.00%
                                                   Over $1 billion                          0.90%
International Small Cap Fund                       First $250 million                       1.25%
                                                   Over $250 million                        1.00%
Equity Income Fund                                 First $500 million                       0.60%
                                                   Over $500 million                        0.50%
Growth Fund                                        First $500 million                       1.00%
                                                   Next $500 million                        0.90%
                                                   Over $1 billion                          0.80%
Small Cap Opportunities Fund                       First $200 million                       1.20%
                                                   Next $300 million                        1.10%
                                                   Over $500 million                        1.00%
Asset Allocation Fund                              All amounts                              0.00%*
Select 50 Fund                                     First $250 million                       1.25%
                                                   Next $250 million                        1.00%
                                                   Over $500 million                        0.90%
Government Reserve Fund                            First $250 million                       0.40%
                                                   Next  $250 million                       0.30%
                                                   Over  $500 million                       0.20%
Short Duration Government Bond Fund                First $500 million                       0.50%
                                                   Over  $500 million                       0.40%

<FN>
*    This amount represents only the management fee of the Asset Allocation Fund
     and does not include  management fees  attributable to the Underlying Funds
     which  ultimately are to be borne by shareholders  of the Asset  Allocation
     Fund.
</FN>
</TABLE>


The Manager also serves as the Funds' Administrator (the  "Administrator").  The
Administrator  performs  services with regard to various  aspects of each Fund's
administrative  operations.  As compensation,  the Funds pay the Administrator a
monthly fee at the following annual rates:  Each of the Growth and Equity Income
Funds pays seven  one-hundredths  of one  percent  (0.07%) of average  daily net
assets (0.06% of average daily net assets over $500 million);  each of the Small
Cap  Opportunities,  Select 50, Emerging  Markets,  International  Small Cap and
International  Growth Funds pays seven  one-hundredths of one percent (0.07%) of
average daily net assets (0.06% of daily net assets over $250 million);  each of
the Short and Reserve Funds pays five  one-hundredths  of one percent (0.05%) of
average  daily net assets  (0.04% of average  daily net assets over $500 million
and the Reserve  Fund over $250  million).  In the case of the Asset  Allocation
Fund,  the  Administrator  does not charge a fee for  performing  administrative
services for the Fund, although it charges a fee for such services performed for
the Underlying  Funds,  which ultimately are borne indirectly by shareholders of
the Asset Allocation Fund.


                                       26
<PAGE>


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

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

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

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

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

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

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

For  certain  Funds,  the  Manager  has agreed to reduce its  management  fee if
necessary to keep total annual operating expenses (excluding the Rule 12b-1 fee)
at or below the following  percentages  of each Fund's  average net assets:  the
Growth Fund, one and five-tenths of one percent (1.50%); the Equity Income Fund,
eighty-five  one-hundredths of one percent (0.85%);  the Small Cap Opportunities
Fund, one and five-tenths of one percent (1.50%); the International Growth Fund,
one and sixty-five  one-hundredths  of one percent (1.65%);  the Select 50 Fund,
one and eight-tenths of one percent

                                       27

<PAGE>


(1.80%);  the  Emerging  Markets  and  International  Small Cap  Funds,  one and
nine-tenths  of  one  percent  (1.90%);  the  Asset  Allocation  Fund,  one  and
three-tenths of one percent (1.30%) through limits in the Underlying  Funds; the
Short  Government  Bond  Fund,  seven-tenths  of one  percent  (0.70%);  and the
Government Reserve Fund, six-tenths of one percent (0.60%). The Manager also may
voluntarily  reduce  additional  amounts  to  increase  the  return  to a Fund's
investors. The Manager may terminate these voluntary reductions at any time. Any
reductions made by the Manager in its fees are subject to  reimbursement by that
Fund within the following three years,  provided that the Fund is able to effect
such reimbursement and remain in compliance with applicable expense limitations.
The Manager generally seeks  reimbursement for the oldest reductions and waivers
before payment by the Funds for fees and expenses for the current year.


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

The  Manager  considers  a number of factors  in  determining  which  brokers or
dealers to use for each Fund's portfolio  transactions.  While these factors are
more fully discussed in the Statement of Additional  Information,  they include,
but are not limited to:  reasonableness of commissions,  quality of services and
execution  and  availability  of  research  that the Manager  may  lawfully  and
appropriately use in its investment management and advisory capacities. Provided
the Funds receive prompt execution at competitive  prices,  the Manager also may
consider  sale of a Fund's  shares as a factor in selecting  broker-dealers  for
that Fund's portfolio transactions. See "Execution of Portfolio Transactions" in
the Statement of Additional  Information for further information  regarding Fund
policies concerning execution of portfolio transactions.

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


How To Contact The Funds

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

                              (800) 572-FUND (3863)

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


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


Visit the Montgomery World Wide Web Site at:

                           www.xperts.montgomery.com/1

How To Invest In The Funds


The  Funds'  shares  are  offered  only  through  financial  intermediaries  and
financial professionals,  with no sales load, at their next-determined net asset
value after receipt of an order with payment.  The Funds' shares are offered for
sale by Fund Distributor,  Inc., the Funds' Distributor,  101 California Street,
San Francisco, California 94111, (800) 572-3863, and through selected securities
brokers and dealers.


If an order,  together  with payment in proper form, is received by the Transfer
Agent, the Distributor, or certain administrators of 401(k) and other retirement
plans by 4:00 p.m., New York time, on any day that the New York Stock

                                       28
<PAGE>


Exchange  ("NYSE") is open for  trading,  Fund shares will be  purchased  at the
Fund's  next-determined  net asset value.  Orders and payment for the Government
Reserve  Fund must be  received by 12:00  noon,  New York time.  Orders for Fund
shares  received  after  the  Funds'  cutoff  times  will  be  purchased  at the
next-determined  net asset value after receipt of the order. Shares of the Fixed
Income Funds will not be priced on a national bank holiday.

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

Initial Investments

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

Initial Investments by Check

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

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

o    Dividends do not begin to accrue on the Fixed Income Funds until your check
     has cleared.

Initial Investments by Wire

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

o    A  completed  Account  Application  must be sent to the  Transfer  Agent by
     facsimile. The Transfer Agent will provide you with its FAX number over the
     phone.

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

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

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

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

Initial Investments by Telephone

You are  eligible  to make an initial  investment  into a new Fund by  telephone
under the following conditions:

o    You must be a shareholder in another Montgomery Fund.

o    You must have been a shareholder for at least 30 days.

o    Your existing account registration will be duplicated in the new Fund.

o    Your  initial  telephone  purchase  into the new  Fund  must  meet  initial
     investment  minimums  and is limited to the  combined  aggregate  net asset
     value of your existing accounts or $10,000, whichever is less.

                                       29

<PAGE>


o    The Fund must receive  your check or wire  transfer  within three  business
     days of the telephone purchase.

o    The Fund  reserves  the right to  collect  any  losses to the Fund from the
     shareholder's existing account(s) that result from a telephone purchase not
     funded within three business days.

Subsequent Investments


Minimum Subsequent Investment (including IRAs):.............................$100

Subsequent Investments by Check

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

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

Subsequent Investments by Wire

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

Subsequent Investments by Telephone

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

o    Shares for IRAs may not be purchased by phone.

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

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

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

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

o    Send a check by overnight or second day courier service.

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

Automatic Account Builder ("AAB")

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

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

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

                                       30

<PAGE>


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

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

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

Payroll Deduction

o    Investments  through  payroll  deduction  will be  established  on existing
     accounts only. You may not use payroll deduction to open a new account. The
     minimum  payroll  deduction  amount  for  each  Fund  is $100  per  payroll
     deduction period.

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

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


Telephone Transactions

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

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

Retirement Plans

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

Share Certificates

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

How to Redeem an Investment in the Funds

The Funds will redeem all or any  portion of an  investor's  outstanding  shares
upon  request.  Redemptions  can be made on any day  that  the  NYSE is open for
trading  (except  national  bank  holidays  for  the  Fixed-Income  Funds).  The
redemption  price is the net asset  value per share  next  determined  after the
shares are validly  tendered for  redemption and such request is received by the
Transfer  Agent or, in the case of repurchase  orders,  the  securities  dealer.
Payment of redemption proceeds

                                       31

<PAGE>


is made promptly  regardless of when redemption occurs and normally within three
days  after  receipt  of all  documents  in  proper  form,  including  a written
redemption order with appropriate signature guarantee.  Redemption proceeds will
be mailed or wired in accordance with the shareholder's instructions.  The Funds
may suspend the right of redemption under certain extraordinary circumstances in
accordance  with the rules of the Securities and Exchange  Commission  (SEC). In
the case of shares  purchased by check and redeemed  shortly after the purchase,
the  Transfer  Agent will not mail  redemption  proceeds  until 15 days from the
purchase date. Shares tendered for redemptions through brokers or dealers (other
than the  Distributor)  may be  subject to a service  charge by such  brokers or
dealers. Procedures for requesting a redemption are set forth below.

Redeeming by Written Instruction

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

o    The letter must be signed the same way your account is  registered.  If you
     have a joint account, all holders of the account must sign.

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

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

Redeeming by Check

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

o    Check writing is not available for IRA accounts.

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

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

o    You should not write a check to close your Fixed Income Fund account.

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

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

o    Federal banking law requires us to tell you that,  technically,  the Funds'
     checks are  "drafts"  payable  through  the  Master  Transfer  Agent.  This
     difference should not affect you.


Redeeming by Telephone

o    Unless  you  have  declined  telephone  redemption  privileges  on your New
     Account  application,  you may redeem  shares up to $50,000 by calling  the
     Transfer  Agent before the Fund cutoff time.  This service is not available
     for IRA accounts.

o    If  you  included  bank  wire  information  on  your  application  or  made
     subsequent  arrangements  to  accommodate  bank wire  redemptions,  you may
     request that the Transfer Agent wire your redemption  proceeds to your bank
     account. Allow at

                                       32

<PAGE>


     least two business days for redemption proceeds to be credited to your bank
     account.  If you want to wire your  redemption  proceeds  to arrive at your
     bank on the same  business day (subject to bank cutoff  times),  there is a
     $10 fee.

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

o    Telephone redemption  privileges may be canceled after an account is opened
     by  instructing  the  Transfer  Agent  in  writing.  Your  request  will be
     processed upon receipt.

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

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

Systematic Withdrawal Plan

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

Small Accounts

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

Exchange Privileges And Restrictions

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

Purchasing and Redeeming Shares by Exchange

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

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

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

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

                                       33

<PAGE>


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

o    Because  excessive  exchanges  can harm a Fund's  performance,  the  Trusts
     reserve the right to terminate  your  exchange  privileges if you make more
     than four exchanges out of any one Fund during a 12-month period.  The Fund
     may also refuse an exchange into a Fund from which you have redeemed shares
     within the previous 90 days  (accounts  under  common  control and accounts
     with the same  Taxpayer  Identification  number will be counted  together).
     Exchanges  out  of the  Fixed-Income  Funds  are  exempt.  A  shareholder's
     exchanges may be restricted or refused if a Fund  receives,  or the Manager
     anticipates,  simultaneous  orders affecting  significant  portions of that
     Fund's assets and, in particular,  a pattern of exchanges coinciding with a
     "market timing" strategy.  The Trusts reserve the right to refuse exchanges
     by any  person or group  if, in the  Manager's  judgment,  a Fund  would be
     unable to  effectively  invest the money in accordance  with its investment
     objective  and  policies,  or  would  otherwise  be  potentially  adversely
     affected.  Although the Trusts  attempt to provide prior notice to affected
     shareholders  when  it is  reasonable  to do  so,  they  may  impose  these
     restrictions  at any time.  The exchange limit may be modified for accounts
     in certain  institutional  retirement  plans to  conform  to plan  exchange
     limits and U.S. Department of Labor regulations (for those limits, see plan
     materials).  The  Trusts  reserve  the right to  terminate  or  modify  the
     exchange privileges of Fund shareholders in the future.

Automatic Transfer Service ("ATS")

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

Directed Dividend Service

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

Brokers and Other Intermediaries

Investing Through Securities Brokers, Dealers and Financial Intermediaries

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

Redemption Orders Through Brokerage Accounts

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

                                       34

<PAGE>


How Net Asset Value Is Determined

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

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

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

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


Dividends And Distributions

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

<CAPTION>
                                        Income Dividends                                 Capital Gains
<S>                                     <C>                                              <C>
Equity Funds (except Equity             Declared and paid in the last quarter of         Declared and paid in the last
Income Fund)                            each year*                                       quarter of each year*

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

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

Fixed-Income Funds                      Declared daily and paid monthly on or            Declared and paid in the last
                                        about the last business day of each month        quarter of each year*

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

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

                                       35

<PAGE>


Distributions Affect a Fund's Net Asset Value

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

"Buying a Dividend"

If you buy shares of a Fund just  before a  distribution,  you will pay the full
price for the  shares  and  receive a portion  of the  purchase  price back as a
taxable distribution.  This is called "buying a dividend." In the example above,
if you bought  shares on December  30, you would have paid $10.00 per share.  On
December  31,  the Fund  would pay you $0.50 per share as a  dividend,  and your
shares would now be worth $9.50 per share. Unless your account is a tax-deferred
account,  dividends  paid to you would be included in your gross  income for tax
purposes even though you may not have  participated in the increase of net asset
value of the Fund, regardless whether you reinvested the dividends.

Taxation

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

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

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

General Information

The Trusts

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

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

Shareholder Rights

Shares  issued by the  Funds  have no  preemptive,  conversion  or  subscription
rights. Each whole share is entitled to one vote as to any matter on which it is
entitled  to vote  and each  fractional  share is  entitled  to a  proportionate
fractional  vote.  Shareholders  have equal and exclusive rights as to dividends
and  distributions  as  declared by each Fund and to the net assets of each Fund
upon  liquidation or dissolution.  Each Fund, as a separate series of its Trust,
votes  separately  on matters  affecting  only that Fund (e.g.,  approval of the
Investment  Management  Agreement);  all  series of each  Trust vote as a single
class on matters  affecting  all series of that Trust jointly or that Trust as a
whole (e.g., election or removal of trustees). Voting rights are not cumulative,
so that the  holders of more than 50% of the shares  voting in any  election  of
Trustees  can,  if they so  choose,  elect all of the  trustees  of that  Trust.
Although the Trusts are not  required and do not intend to hold annual  meetings
of  shareholders,  such  meetings  may be  called by each  Trust's  Board at its
discretion,  or upon  demand by the  holders  of 10% or more of the  outstanding
shares  of  the  Trust  for  the  purpose  of  electing  or  removing  trustees.
Shareholders may receive  assistance in communicating with other shareholders in
connection  with the election or removal of trustees  pursuant to the provisions
of Section 16(c) of the Investment Company Act.

Performance Information

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

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

Investment  results of the Funds will fluctuate over time, and any  presentation
of the Funds' total return or current  yield for any prior period  should not be
considered as a  representation  of what an  investor's  total return or current
yield may be in any future period. The Funds' Annual Report contains  additional
performance  information  and is available  upon  request and without  charge by
calling (800) 572-FUND (3863).

Legal Opinion

The  validity of shares  offered by this  Prospectus  will be passed on by Paul,
Hastings,   Janofsky  &  Walker  LLP,  345  California  Street,  San  Francisco,
California 94104.


Shareholder Reports and Inquiries

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

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

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<PAGE>


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

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

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

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

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

Backup Withholding

Taxpayer Identification Number

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

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

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

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

                                       38

<PAGE>


                                    GLOSSARY

Asset-backed securities. Asset backed securities 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.

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

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

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

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

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

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

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

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

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

Duration.  Traditionally,  a debt security's "term to maturity"  characterizes a
security's sensitivity to changes in interest rates. However, "term to maturity"
measures only the time until a debt security provides its final payment,  taking
no  account of  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

                                       39

<PAGE>


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%.

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

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

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

FHLMC. The Federal Home Loan Mortgage Corporation.

FNMA. The Federal National Mortgage Association.

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

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

GNMA. The Government National Mortgage Association.

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

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

                                       40

<PAGE>


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

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

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

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

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

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

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

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

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

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

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

Zero  coupon  bonds.  Zero  coupon  bonds are debt  obligations  that do not pay
current interest and are consequently issued at a significant discount from face
value.  The discount  approximates  the total interest the bonds will accrue and
compound

                                       41

<PAGE>


over the  period to  maturity  or the first  interest-payment  date at a rate of
interest reflecting the market rate of interest at the time of issuance.





                                       42

<PAGE>


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

                                   Distributor
                             Funds Distributor, Inc.
                              101 California Street
                         San Francisco, California 94111
                                 1-800-572-FUND

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

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

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

                                  Legal Counsel
                     Paul, Hastings, Janofsky & Walker, LLP
                              345 California Street
                         San Francisco, California 94104

<PAGE>

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