MONTGOMERY FUNDS I
497, 1998-02-10
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THE MONTGOMERY FUNDS                                       ---------------------
101 California Street                                            Rule 497(e)    
San Francisco, California 94111                            33-34841 and 811-6011
(800) 572-FUND (3863)                                      ---------------------
www.montgomeryfunds.com

Invest wisely.(SM)

Montgomery California Tax-Free Intermediate Bond Fund

Prospectus

February 2, 1998

Class P shares of the Montgomery California Tax-Free Intermediate Bond Fund (the
"Fund") are offered in this  prospectus.  The Fund seeks maximum  current income
exempt from federal income and California  personal income taxes consistent with
preservation  of capital and prudent  investment  management.  The Fund does not
maintain a stable net asset value of $1.00 per share.  As with all mutual funds,
attainment of the Fund's investment objective cannot be ensured.

The Fund's Class P shares are only sold  through  financial  intermediaries  and
financial  professionals  at net asset  value  ("NAV")  with no sales  load,  no
commissions and no exchange fees. The Class P shares are subject to a Rule 12b-1
distribution fee as described in this prospectus. The minimum initial investment
in the 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
Fund."

The Fund is a separate series of The Montgomery  Funds,  an open-end  management
investment  company (the "Trust")  managed by Montgomery Asset  Management,  LLC
(the "Manager"), a subsidiary of Commerzbank AG. Funds Distributor,  Inc., which
is not  affiliated  with  the  Manager,  is the  distributor  of the  Fund  (the
"Distributor").

This  prospectus  sets forth  concisely  the  information  about the Fund that a
prospective investor should know before investing.  Please read it and retain it
for future reference.  A Statement of Additional  Information dated December 30,
1997,  as may be  revised,  has been  filed  with the  Securities  and  Exchange
Commission  (the "SEC"),  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   World   Wide   Web   site   for   The   Montgomery   Funds   is
www.montgomeryfunds.com.  The Securities and Exchange Commission maintains a Web
site (http://www.sec.gov) that contains the Statement of Additional Information,
material  incorporated  by  reference,   and  other  information  regarding  The
Montgomery Funds.

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


                                       1
<PAGE>


TABLE OF CONTENTS


Fees and Expenses of the Fund                              3
Financial Highlights                                       4
The Fund's Investment Objective and Policies               5
Portfolio Securities                                       5
Other Investment Practices                                 6
Risk Considerations                                        8
Management of the Fund                                     9
How to Contact the Fund                                   11
How to Invest in the Fund                                 11
How to Redeem an Investment in the Fund                   14
Exchange Privileges And Restrictions                      15
Brokers and Other Intermediaries                          16
How Net Asset Value Is Determined                         16
Dividends and Distributions                               17
Taxation                                                  17
General Information                                       18
Backup Withholding Instructions                           19
Glossary                                                  21


                                       2
<PAGE>




Fees and Expenses of the Fund

Shareholder Transaction Expenses for the Fund
<TABLE>
An investor would pay the following  charges when buying or redeeming  shares of
the Fund:
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
    MAXIMUM SALES LOAD          MAXIMUM SALES LOAD              MAXIMUM            REDEMPTION FEES          EXCHANGE FEES
   IMPOSED ON PURCHASES        IMPOSED ON REINVESTED      DEFERRED SALES LOAD
                                     DIVIDENDS
- -------------------------------------------------------------------------------------------------------------------------------
<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.  The Fund  reserves  the right,  upon  60-days'
     advance notice to  shareholders,  to impose a redemption fee of up to 1.00%
     on  shares  redeemed  within  90 days of  purchase.  See "How to  Redeem an
     Investment in the Fund."
</FN>
</TABLE>


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

- --------------------------------------------------------------------------------
                                                  MONTGOMERY CALIFORNIA TAX-FREE
                                                          INTERMEDIATE
                                                            BOND FUND
- --------------------------------------------------------------------------------
Management Fee                                               0.50%
- --------------------------------------------------------------------------------
Other Expenses (after reimbursement)*                        0.18%
- --------------------------------------------------------------------------------
12b-1 Fee                                                    0.25%
- --------------------------------------------------------------------------------
Total Fund Operating Expenses*                               0.93%
- --------------------------------------------------------------------------------

*    Expenses for the Fund are  estimated.  The Manager will reduce its fees and
     may  absorb  or  reimburse  the Fund for  certain  expenses  to the  extent
     necessary  to limit total annual Fund  operating  expenses to the lesser of
     the amount  indicated  in the table for the Fund or the maximum  allowed by
     applicable state expense limitations. The Fund is required to reimburse the
     Manager for any reductions in the Manager's fee only during the 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 by the
     Fund for fees and  expenses  for the current  year.  Absent the  reduction,
     actual total Fund operating expenses are estimated to be 1.43% (0.93% other
     expenses).  The Manager may  terminate  these  voluntary  reductions at any
     time. See "Management of the Fund."


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

Example of Expenses for the Fund

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

- --------------------------------------------------------------------------------
                                                  MONTGOMERY CALIFORNIA TAX-FREE
                                                          INTERMEDIATE
                                                            BOND FUND
- --------------------------------------------------------------------------------
                1 Year                                      $  9
- --------------------------------------------------------------------------------
                3 Years                                     $ 30
- --------------------------------------------------------------------------------
                5 Years                                     $ 51
- --------------------------------------------------------------------------------
               10 Years                                     $114
- --------------------------------------------------------------------------------


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


                                       3
<PAGE>




Financial Highlights
Selected Per-Share Data and Ratios
<TABLE>
The following financial information for the periods ended June 30, 1994, through
June 30, 1997, was audited by Deloitte & Touche LLP, whose report,  dated August
8,  1997,  appears  in the  1997  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 fees  because  Class P
shares were not offered during those periods.
<CAPTION>
- ---------------------------------------------------     ---------------------------------------------------------
                                                               California Tax-FreeIntermediate Bond Fund
- ---------------------------------------------------     ---------------------------------------------------------
                                                                     FISCAL YEAR ENDED JUNE 30
SELECTED PER-SHARE DATA FOR THE YEAR ENDED:                    1997R          1996R         1995R        1994R(A)
<S>                                                      <C>            <C>            <C>           <C>
Net asset value--beginning of year                       $     12.23    $     12.04    $    11.79    $     12.00
Net investment income/(loss)                                    0.53           0.54          0.44           0.41
Net realized and unrealized gain/(loss) on                      0.30           0.19          0.25          (0.21)
    investments
Net increase/(decrease) in net assets resulting                 0.83           0.73          0.69           0.20
    from investment operations
Distributions:
    Dividends from net investment income                       (0.53)         (0.54)        (0.44)         (0.41)
    Distributions in excess of net investment income              --             --         (0.00)#           --
Total distributions                                            (0.53)         (0.54)        (0.44)         (0.41)
Net asset value--end of year                             $     12.53    $     12.23    $    12.04  $       11.79
Total return**                                                  6.91%          6.11%         6.03%          1.65%
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA:

Net assets, end of year (in 000s)                        $    21,681    $    13,948    $    5,153     $   11,556
Ratio of net investment income/(loss) to average                4.27%          4.34%         3.71%          3.44%
    net assets
Net investment income/(loss) before deferral of          $      0.47    $      0.43    $     0.34     $     0.25
    fees by Manager
Portfolio turnover rate                                        25.60%         58.11%        37.93%         77.03%
Expense ratio before deferral of fees by Manager,              
    including interest expense                                   N/A            N/A           N/A            N/A
Expense ratio excluding interest expense                         N/A            N/A           N/A            N/A
Expense ratio before deferral of fees by Manager                1.18%          1.43%         1.41%          1.63%
Expense ratio including interest expense                        0.68%          0.61%         0.56%          0.23%
<FN>
(A)  The California Tax-Free Intermediate Bond Fund's Class R shares and Class P
     shares  commenced  operations  on July  1,  1993,  and  February  2,  1998,
     respectively.
**   Total return represents aggregate total return for the periods indicated.
+    Annualized.
+++  Average commission rate paid per share of securities  purchased and sold by
     the Fund.
#    Amount represents less than $0.01 per share.
###  Amount represented less than $0.001 per share.
</FN>
</TABLE>


                                       4
<PAGE>

The Fund's Investment Objective and Policies

The  investment  objective  and  general  investment  policies  of the  Fund are
described below. Specific portfolio securities that may be purchased by the Fund
are described in "Portfolio  Securities." Specific investment practices that may
be employed by the Fund are described in "Other Investment  Practices."  Certain
risks  associated  with investing in the Fund are described in those sections as
well as in "Risk  Considerations."  Certain  terms used in this  prospectus  are
defined in the Glossary at the end of this prospectus.

The investment objective of the Fund is to provide maximum current income exempt
from  federal  income and  California  personal  income  taxes  consistent  with
preservation  of  capital  and  prudent  investment  management.   Under  normal
circumstances, the Fund seeks to achieve its objective by investing at least 80%
of its net assets in municipal  securities,  the interest  from which is, in the
opinion of counsel to the issuer,  exempt  from both  federal  income  taxes and
California  personal  income taxes  ("California  municipal  securities").  This
investment  objective and percentage  requirement is fundamental  and may not be
changed without shareholder approval.

The Fund is  designed  primarily  for  investors  who seek  higher  yields  than
tax-free  money  market  funds  generally  offer and are  willing to accept some
fluctuation  in the  Fund's  share  value but who are not  willing to accept the
greater  fluctuations that long-term tax-free 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 the Fund invests generally change with interest rates, the value of its
shares will  fluctuate,  unlike  shares of a money market  fund,  which seeks to
maintain a stable net asset value of $1 per share. Consequently,  the Fund seeks
to reduce such  fluctuations  by managing the effective  duration,  and thus the
interest  risk,  of its  portfolio.  (Effective  duration is an  indicator  of a
security's  sensitivity to interest rate change.  See duration in the Glossary.)
Under normal conditions,  the average dollar-weighted  portfolio maturity of the
Fund is expected to stay within a range of 5 to 10 years. The Fund may invest in
securities of any maturity,  however. The Fund is not suitable for investors who
cannot  benefit from the tax-exempt  character of its  dividends,  such as IRAs,
qualified retirement plans or tax-exempt entities.

At least 80% of the value of the Fund's net assets  must  consist of  California
municipal securities that, at the time of purchase,  are rated investment grade,
that is, within the four highest  ratings of municipal  securities  (AAA to BBB)
assigned by S&P, (Aaa to Baa)  assigned by Moody's,  or (AAA to BBB) assigned by
Fitch;  or have  S&P's  short-term  municipal  rating  of SP-2 or  higher,  or a
municipal commercial paper rating of A-2 or higher; Moody's short-term municipal
securities  rating of MIG-2 or  higher,  or  VMIG-2  or  higher  or a  municipal
commercial paper rating of P-2 or higher; or have Fitch's  short-term  municipal
securities  rating of FIN-2 or higher or a municipal  commercial paper rating of
Fitch-2 or higher;  or, if unrated by S&P,  Moody's or Fitch,  are deemed by the
Manager to be of comparable  quality,  using guidelines approved by the Board of
Trustees  ("the  Board"),  but not to exceed 20% of the Fund's net assets.  Debt
securities  rated  in the  lowest  category  of  investment-grade  debt may have
speculative   characteristics;   changes  in   economic   conditions   or  other
circumstances are more likely to lead to weakened capacity to make principal and
interest  payments  than  is the  case  with  higher-grade  bonds.  There  is no
assurance  that any  municipal  issuers will make full payments of principal and
interest or remain solvent,  however.  For a description of the ratings, see the
Appendix  in  the   Statement  of   Additional   Information.   See  also  "Risk
Considerations."

Under  normal  conditions,  the Fund  seeks to  invest in  California  municipal
securities  to the  greatest  extent  practicable,  but it may  invest  in other
municipal securities if, in the Manager's opinion, suitable California municipal
securities are not  available.  The Fund may invest up to 20%, of its net assets
in cash,  U.S.  government  securities,  and  obligations  of U.S.  possessions,
commercial  paper and other eligible debt securities,  including  corporate debt
instruments  or  instruments  the interest  from which is subject to the federal
alternative  minimum  tax ("AMT") for  individuals.  Additionally,  the Fund may
invest up to 20% of its net assets in eligible  municipal  securities other than
California  municipal  securities.  From time to time,  the Fund may invest more
than 25% of its net assets in private activity bonds and industrial  development
bonds of issuers located in California.

The Fund is managed by the Manager's  Fixed Income Team,  whose members  include
William C. Stevens and Peter D. Wilson. See "Management of the Fund."



Portfolio Securities

Investment Companies

The Fund may invest up to 10% of its total assets in shares of other  investment
companies investing  exclusively in securities in which it may otherwise invest.
The Fund does not intend to invest in other investment  companies unless, in the
Manager's


                                       5
<PAGE>

judgment, the potential benefits exceed associated costs. As a shareholder in an
investment  company,  the  Fund  bears  its  ratable  share  of that  investment
company's expenses, including advisory and administration fees.

Debt Securities

The Fund  invests  primarily  in  fixed-income  securities.  In  selecting  debt
securities, the Manager seeks out good credits and analyzes interest rate trends
and specific  developments that may affect individual  issuers.  As an operating
policy,  which may be changed by the Board,  the Fund may invest up to 5% of its
total assets in debt securities  rated lower than investment  grade.  Subject to
this limitation, the Fund may invest in any debt security,  including securities
in default.  After its  purchase by the Fund,  a debt  security  may cease to be
rated or its rating may be reduced below that required for purchase by the Fund.
A security  downgraded  below the minimum level may be retained if determined by
the Manager to be in the best interests of the Fund. See "Risk Considerations."

U.S. Government Securities

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

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

Structured Notes and Indexed Securities.

The Fund may invest in structured notes and indexed securities. Structured notes
are debt securities, the interest rate or principal of which is determined by an
unrelated  indicator.  Indexed  securities  include  structured notes as well as
securities other than debt  securities,  the interest rate or principal of which
is  determined  by an  unrelated  indicator.  Index  securities  may  include  a
multiplier  that  multiplies  the  indexed  element by a  specified  factor and,
therefore,  the value of such securities may be very volatile. To the extent the
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.

Zero Coupon Bonds

The Fund 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 Fund as the
income accrues even though payment has not been received.  The Fund nevertheless
intends 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.



Other Investment Practices

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

Repurchase Agreements

The  Fund  may  enter  into  repurchase  agreements.  Pursuant  to a  repurchase
agreement,  the Fund  acquires a U.S.  government  security or other  high-grade
liquid debt instrument from a financial  institution that simultaneously  agrees
to repurchase  the same security at a specified  time and price.  The repurchase
price reflects an  agreed-upon  rate of return not determined by the coupon rate
on the  underlying  security.  Under  the  Investment  Company  Act,  repurchase
agreements   are  considered  to  be  loans  by  the  Fund  and  must  be  fully
collateralized by cash, letters of credit, U.S.  government  securities or other
high-grade liquid debt or equity securities ("collateral assets"). If the seller
defaults on its obligation to repurchase the underlying  security,  the Fund may


                                        6
<PAGE>

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.

Borrowing

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

Reverse Repurchase Agreements

The Fund may enter into reverse repurchase  agreements.  In a reverse repurchase
agreement,  the Fund sells to a financial  institution  a security that it holds
and agrees to repurchase the same security at an agreed-upon price and date.

Leverage

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

Securities Lending

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

When-Issued and Forward Commitment Securities

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

At the time the Fund  enters  into a  transaction  on a  when-issued  or forward
commitment basis, it 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.

Hedging and Risk Management Practices; Futures

To protect against the effect of adverse changes in interest rates, the Fund may
purchase and sell  interest  rate futures  contracts.  An interest  rate futures
contract  is an  agreement  to purchase or sell debt  securities,  usually  U.S.
government securities,  at a specified date and price. In addition, the Fund may
purchase  and sell put and call options on interest  rate  futures  contracts in
lieu of entering into the underlying  interest rate futures contracts.  The Fund
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.

The Fund does not enter into any futures contracts or related options if the sum
of initial margin  deposits on futures  contracts,  related options and premiums
paid for any such related options would exceed 5% of its total assets.  The Fund
does not purchase  futures  contracts or related  options if, as a result,  more
than one-third of its total assets would be so invested.

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


                                       7
<PAGE>

Illiquid Securities

The Fund may not invest more than 15% of its net assets in illiquid  securities.
The  Fund  treats  as  illiquid  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.  The Fund  also  treats  as  illiquid  repurchase
agreements with maturities in excess of seven days.  Illiquid  securities do not
include  securities that meet the requirements of Rule 144A under the Securities
Act of 1933 and that,  subject to the review by the Board and guidelines adopted
by the Board, the Manager has determined to be liquid.

Defensive Investments and Portfolio Turnover

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

Portfolio  securities  are sold  whenever the Manager  believes it  appropriate,
regardless  of how long the  securities  have been held.  The Manager  therefore
changes the Fund's  investments  whenever it believes  doing so will further the
Fund's  investment  objective  or when it appears that a position of the desired
size cannot be accumulated.  Portfolio  turnover generally involves some expense
to  the  Fund,  including  brokerage  commissions,   dealer  markups  and  other
transaction  costs,  and may result in the recognition of capital gains that may
be distributed to shareholders.  Generally, portfolio turnover in excess of 100%
is considered high and increases such costs.

Investment Restrictions

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

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


Risk Considerations

Below Investment Grade Debt Securities

The Fund may invest in  fixed-income  securities  rated below  investment  grade
(sometimes called "junk bonds").  These debt securities have greater speculative
characteristics  and are  regarded  as having a great  vulnerability  to default
although  currently having the capacity to meet interest  payments and principal
repayments. Securities rated immediately below investment grade (i.e. BB by S&P,
Fitch  or Duff &  Phelps)  are  regarded  as  having  predominantly  speculative
characteristics and, while such obligations have less near-term vulnerability to
default then other speculative grade debt, they face major ongoing uncertainties
or exposure to adverse  business,  financial or economic  conditions which could
lead to  inadequate  capacity to meet timely  interest and  principal  payments.
Securities rated C by Moody's are regarded as having extremely poor prospects of
ever attaining any real investment  standing.  Securities  rated D by S&P, Fitch
and Duff & Phelps are in default and the payment of interest and/or repayment of
principal  is  in  arrears.   Such   securities,   though  high  yielding,   are
characterized  by great risk.  See  "Appendix"  in the  Statement of  Additional
Information for a general description of securities  ratings.  Adverse business,
financial,  or economic conditions will likely impair capacity or willingness to
pay interest  and repay  principal.  The ability to maintain  other terms of the
contract over any long period of time may be small.

Junk bonds are more subject to default during  periods of economic  downturns or
increases in interest rates and their yields will fluctuate over time. It may be
more  difficult  to  dispose  of or to value junk  bonds,  especially  during an
economic  recession which could disrupt  severely the market of such securities.
The ratings of Moody's S&P, Fitch and Duff & Phelps  represent their opinions as
to the quality of the  obligations,  which they  undertake to rate.  Ratings are
relative and subjective  and,  although  ratings may be useful in evaluating the
safety or interest and principal payments, they do not evaluate the market value
risk of such


                                       8
<PAGE>

obligations. Even though these ratings may be an initial criterion for selection
of portfolio securities,  achievement of the Fund's investment objective is more
dependent on the Manager's own credit  analysis then is the case for a fund that
invests in higher rated securities.

Interest Rates

The  market  value  of debt  securities  that are  interest  rate  sensitive  is
inversely  related to changes  in  interest  rates.  That is, an  interest  rate
decline  produces an increase in a security's  market value and an interest rate
increase  produces a decrease in value.  The longer the remaining  maturity of a
security,  the  greater  the effect of  interest  rate  changes.  Changes in the
ability of an issuer to make  payments  of  interest  and  principal  and in the
market's perception of its creditworthiness also affect the market value of that
issuer's debt securities.  Duration is one of the fundamental  tools used by the
Manager in managing interest rate risks. See "Duration" in the Glossary.


Management of the Fund

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

Montgomery Asset Management, LLC, is the Fund's Manager. The Manager, a Delaware
limited liability  company,  is a subsidiary of Commerzbank AG  ("Commerzbank").
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 Fund.  Commerzbank,  one of the largest
publicly held  commercial  banks in Germany,  had total assets of  approximately
[$____ billion] as of December 31, 1997. Commerzbank and its affiliates had more
than [$____  billion]  in assets  under  management  as of  December  31,  1997.
Commerzbank's  asset management  operations involve more than 1,000 employees in
13 countries worldwide.

Portfolio Manager

The Fund is managed by the Manager's  Fixed Income Team,  whose members  include
William C. Stevens and Peter D. Wilson.

William C. Stevens is a senior portfolio  manager and principal.  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 and  principal.  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 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
<TABLE>
The Manager  provides  the Fund with  advice on buying and  selling  securities,
manages the Fund's investments,  including the placement of orders for portfolio
transactions,  furnishes  the Fund with office space and certain  administrative
services,  and  provides  personnel  needed  by the  Fund  with  respect  to the
Manager's  responsibilities  under the Manager's Investment Management Agreement
with the Fund.  The Manager  also  compensates  the members of the Board who are
interested persons of the Manager, and assumes the cost of printing prospectuses
and  shareholder  reports  for  dissemination  to  prospective   investors.   As
compensation,  the Fund pays the Manager a monthly management fee (accrued daily
but paid when  requested  by the  Manager)  based upon the value of its  average
daily net assets, according to the following table.
<CAPTION>
- -------------------------------------------- --------------------------------- ---------------------------
                                                 AVERAGE DAILY NET ASSETS        MANAGEMENT FEE (ANNUAL
                                                                                         RATE)
- -------------------------------------------- --------------------------------- ---------------------------
<S>                                                 <C>                                  <C>
Montgomery California Tax-Free                      First $500 million                   0.50%
Intermediate Bond Fund                              Over $500 million                    0.40%
- -------------------------------------------- --------------------------------- ---------------------------
</TABLE>
The Manager also serves as the Fund's Administrator (the  "Administrator").  The
Administrator  performs  services  with regard to various  aspects of the Fund's
administrative  operations.  As compensation,  the Fund pays the Administrator a
monthly fee at the


                                       9
<PAGE>

annual rate of five  one-hundredths  of one percent (0.05%) of average daily net
assets (0.04% of daily net assets over $500 million).

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

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

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

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

The Class P shares  are not  obligated  under  the Plan to pay any  distribution
expenses in excess of the distribution fee. Thus, if the Plan were terminated or
otherwise not continued,  no amounts (other than current amounts accrued but not
yet paid) would be owed by the Class to the Manager.

The distribution fee attributable to the Class P shares is designed to permit an
investor  to  purchase  Class  P  shares  through   broker-dealers  without  the
assessment  of a  front-end  sales  charge  and at the same time to  permit  the
Manager to compensate  broker-dealers on an ongoing basis in connection with the
sale of the Class P shares.

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

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

The Manager has agreed to reduce its  management  fee if necessary to keep total
annual  operating  expenses  (excluding the Rule 12b-1 fees) at or below one and
two-tenths of one percent (0.70%) of the Fund's average net assets.  The Manager
also may  voluntarily  reduce  additional  amounts to increase the return to the
Fund's  investors.  The Manager may terminate these voluntary  reductions at any
time.  Any  reductions   made  by  the  Manager  in  its  fees  are  subject  to
reimbursement  by the Fund within the following  three years,  provided that the
Fund is able  to  effect  such  reimbursement  and  remain  in  compliance  with
applicable


                                       10
<PAGE>

expense  limitations.  The Manager generally seeks  reimbursement for the oldest
reductions  and waivers before payment by the Fund for fees and expenses for the
current year.

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

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

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


How to Contact the Fund

For  information  on the Fund or your  account,  call a  Montgomery  Shareholder
service representative at:

                                       (800) 572-FUND (3863)
<TABLE>
Mail  your  completed   application,   any  checks,   investment  or  redemption instructions and correspondence to:
<CAPTION>
- ---------------------------------------------------------------- --------------------------------------------------------------
                         REGULAR MAIL                                          EXPRESS MAIL OR OVERNIGHT SERVICE
- ---------------------------------------------------------------- --------------------------------------------------------------
<S>                                                                             <C>
                     The Montgomery Funds                                            The Montgomery Funds
                        P.O. Box 419073                                         210 West 10th Street, 8th Floor
                  Kansas City, MO 64141-6073                                         Kansas City, MO 64105
- ---------------------------------------------------------------- --------------------------------------------------------------
</TABLE>
Visit the Montgomery Funds World Wide Web site at:

                             www.montgomeryfunds.com


How to Invest in the Fund

The  Fund's  shares  are  offered  only  through  financial  intermediaries  and
financial professionals,  with no sales load, at their next-determined net asset
value after receipt of an order with payment.  The Fund's shares are offered for
sale by Funds Distributor,  Inc., the Fund's Distributor, 101 California Street,
San Francisco,  California  94111,  (800) 572-FUND (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 intermediaries that have an agreement with the
Fund, by the close of trading  (generally,  4:00 P.M.,  eastern time except when
the market closes earlier due to a holiday or for any other reason),  on any day
that the New York Stock  Exchange (the "NYSE") is open for trading,  Fund shares
will be purchased at the Fund's next-determined net asset value. Orders for Fund
shares  received  after  the  Fund's  cutoff  time  will  be  purchased  at  the
next-determined  net asset value after receipt of the order.  Shares of the Fund
will not be priced on national bank holidays.


                                       11
<PAGE>

The minimum initial  investment in the Fund is $1,000  (including IRAs) and $100
for subsequent investments.  The Manager or the Distributor,  at 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 Fund does 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  United  States.  Purchases  may also be made in
certain circumstances by payment of securities.  See the Statement of Additional
Information for further details.

Initial Investment

Minimum initial investment (including IRAs): .............................$1,000

Initial Investment by Check

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

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

Initial Investment by Wire

o    Call the  Transfer  Agent to tell it that you  intend to make your  initial
     investment  by wire.  Provide  the  Transfer  Agent  with your name and the
     dollar amount to be invested,  and Fund(s) in which you want to invest. The
     Transfer Agent 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 New Account  application must be sent to the Transfer Agreement
     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:

o    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 California Tax-Free Intermediate Bond Fund

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

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

Subsequent Investments

Minimum subsequent investment (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
     Investment by Wire" above.

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's cutoff time. Shares for IRAs may not be purchased by phone.


                                       12
<PAGE>

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 that  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 "Initial  Investment by
          Wire" above.

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 the Fund's subsequent investment minimum.

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

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

o    Investments may be transferred  either monthly or quarterly on or up to two
     business  days  before  the  5th or  20th  day of the  month.  If no day is
     specified on your New Account  application  or your letter of  instruction,
     the 20th day 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 the 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 Fund  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 Fund
at any time upon 30-days' written notice or at any time by you by written notice
to the Fund. Your request will be processed upon receipt.

Although  Fund  shares are priced at the net asset value next  determined  after
receipt  of a  purchase  request,  shares  are not  purchased  until  payment is
received.  Should payment not be received when required, the Transfer Agent will
cancel the telephone  purchase request and you may be responsible for any losses
incurred  by the Fund.  The Fund and the  Transfer  Agent will not be liable for
following  instructions  communicated  by  telephone  reasonably  believed to be
genuine.  The Fund employs  reasonable  procedures to confirm that  instructions
communicated  by  telephone  are genuine.  These  procedures  include  recording
certain telephone calls, sending a confirmation and requiring the caller to give
an 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.

Telephone  privileges  may  be  revoked  at  any  time  by  the  Fund  as to any
shareholder  if the Fund believes  that a  shareholder  has abused the telephone
privilege by using abusive  language or by purchases and redemptions that appear
to be part of a systematic market-timing strategy.

Retirement Plans

Shares of the Fund are available for purchase by any retirement plan,  including
Keogh plans,  401(k) plans, 403(b) plans and IRAs. The Fund may be available for
purchase through  administrators  for retirement  plans.  Investors who purchase
shares as part of a


                                       13
<PAGE>

retirement  plan should  address  inquiries and seek  investment  servicing from
their plan administrators. Plan administrators may receive compensation from the
Fund for performing shareholder services.

Share Certificates

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


How to Redeem an Investment in the Fund

The Fund will redeem all or any portion of an investor's outstanding shares upon
request.  Redemptions  can be made on any day that the NYSE is open for  trading
(except national bank holidays). The redemption price is the net asset value per
share next determined  after the shares are validly  tendered for redemption and
such  request is received by the  Transfer  Agent or, in the case of  repurchase
orders, Montgomery Securities or other securities dealers. Payment of redemption
proceeds is made  promptly  regardless  of when  redemption  occurs and normally
within three days after  receipt of all  documents  in proper form,  including a
written  redemption  order  with  appropriate  signature  guarantee.  Redemption
proceeds  will  be  mailed  or  wired  in  accordance  with  the   shareholder's
instructions.  The Fund  may  suspend  the  right of  redemption  under  certain
extraordinary circumstances in accordance with the rules of the SEC. In the case
of shares  purchased  by check and  redeemed  shortly  after the  purchase,  the
Transfer Agent will not mail redemption proceeds until 15 business 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 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 account holders 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  stockbroker,  a savings
     association or a 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 at the Manager's discretion.

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. Telephone redemption privileges
     are not available for IRA accounts.

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

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

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

By establishing  telephone redemption  privileges,  a shareholder authorizes the
Fund and the Transfer Agent to act upon the  instruction  of the  shareholder or
his or her  designee  by  telephone  to redeem  from the  account for which such
service has been authorized and transfer the proceeds to a bank or other account
designated in the authorization.  When a shareholder  appoints a designee on the
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  Fund  may  change,  modify  or  terminate  these
privileges at any time upon 60-days' notice to  shareholders.  The Fund will not
be  responsible  for any  loss,  damage,  cost  or  expense  arising  out of


                                       14
<PAGE>

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" above.

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

Systematic Withdrawal Plan

Under a Systematic  Withdrawal  Plan,  a  shareholder  with an account  value of
$1,000 or more in the Fund may receive (or have sent to a third party)  periodic
payments (by check or wire).  The minimum  payment  amount is $100 from the Fund
account.  Payments may be made either  monthly or quarterly on the first 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.

Uncashed Distribution or Redemption Checks

If you choose to receive your  distribution  or  redemption  by a check from the
Fund  (instead  of bank  wire),  you  should  follow up to ensure  that you have
received  the  distribution  or  redemption  in a  timely  manner.  The  Fund is
responsible  only for mailing the  distribution or redemption  checks and is not
responsible for tracking uncashed checks or determining why checks are uncashed.
If the  postal or other  delivery  service  is unable to deliver a check and the
check is  returned  to the Fund,  the Fund  will  hold the  check in a  separate
account on your behalf for a  reasonable  period of time but will not invest the
money in any  interest-bearinig  account.  No  interest  will  accrue on amounts
represented by uncashed distribution or redemption checks.

Small Accounts

Due to the relatively high cost of maintaining  smaller accounts,  the 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
the Fund decides to make such 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 to at least 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 in the  Montgomery  Funds family 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," above.

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 Fund's
     cut-off times.

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

o    You may exchange for shares of a Fund only in states where that  Montgomery
     Fund's  shares are  qualified  for sale and only after you have  reviewed a
     prospectus of that Fund.

o    You may not exchange  for shares of a  Montgomery  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  Trust
     reserves 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).  A
     shareholder's  exchanges may be restricted or refused if the Fund receives,
     or the  Manager  anticipates,  simultaneous  orders  affecting  significant
     portions of the Fund's  assets and, in  particular,  a pattern of exchanges
     coinciding with a market-timing  strategy.  The Trust reserves 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 Trust attempts to provide prior notice to


                                       15
<PAGE>

     affected  shareholders  when it is reasonable to do so, it 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 Trust  reserves  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 (which include
the Montgomery  Short  Government Bond Fund, the Montgomery  Government  Reserve
Fund, the Montgomery  Total Return Bond Fund,  the Montgomery  Federal  Tax-Free
Money Fund, the Montgomery  California  Tax-Free  Intermediate Bond Fund and the
California  Tax-Free  Money Fund) into the Fund.  The minimum  exchange is $100.
Periodically  investing a set dollar amount into the 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   investment  minimum  for  that  Fund.  Exchanges  out  of  the
Fixed-Income Funds are exempt from the four exchanges limit policy.


Brokers and Other Intermediaries

Investing Through Securities Brokers, Dealers and Financial Intermediaries

Investors  may purchase  shares of the 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 for  information  pertaining to accounts and any service or  transaction
fees that may be  charged by these  agents.  Some of these  agents  may  appoint
subagents.  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  before the Fund's  daily cutoff time.
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 or the Manager for
such services.

Redemption Orders Through Brokerage Accounts

Shareholders  also may sell shares back to the Fund by wire or telephone through
the Distributor  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  before the Fund's  cutoff  time,  on a day that the Fund
redeems  shares.  Orders  received after that time are entitled to the net asset
value next determined after receipt.


How Net Asset Value Is Determined

The net asset value of the Fund is determined once daily as of the Fund's cutoff
time, on each day that the NYSE is open for trading  (except for bank holidays).
Per-share  net asset value is  calculated  by  dividing  the value of the Fund's
total net assets by the total number of the Fund's shares then outstanding.

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

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


                                       16
<PAGE>

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


Dividends and Distributions

The Fund  distributes  substantially  all of its net  investment  income and net
capital gains to shareholders  each year.  Dividends are declared daily and paid
monthly  on or about the last  business  day of each  month.  Capital  gains are
declared and paid in the last quarter of each year. Additional distributions, if
necessary,  may be made  following the Fund's fiscal year end (June 30) in order
to avoid the  imposition  of tax on the Fund.  The amount and  frequency of Fund
distributions are not guaranteed and are at the discretion of the Board.

Unless you request cash  distributions  in writing at least seven  business days
prior to the distribution,  or on the New Account application, all dividends and
other  distributions  will be reinvested  automatically  in  additional  Class P
shares of the Fund and  credited to your  account at the closing net asset value
on the  reinvestment  date.  Furthermore,  if you have  elected to receive  cash
distributions  in cash and the  postal or other  delivery  service  is unable to
deliver  checks  to your  address  of  record,  your  distribution  option  will
automatically  be  converted  to having  all  dividend  and other  distributions
reinvested in additional shares.  Also, as is the case for redemption checks, no
interest will accrue on amounts represented by uncashed distribution checks. See
"Uncashed Distribution or Redemptioin Checks" above.

Distributions Affect a Fund's Net Value

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

The 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 Fund generally will not be liable
for  federal  income tax or excise tax based on net income  except to the extent
that its earnings are not  distributed or are  distributed in a manner that does
not  satisfy  the   requirements  of  the  Code  pertaining  to  the  timing  of
distributions.  If the Fund is unable to meet certain  requirements of the Code,
it may be  subject to  taxation  as a  corporation.  The Fund may also incur tax
liability  to  the  extent  that  it  invests  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 Fund are considered  ordinary
income.  Part of the  distributions  paid by the  Fund may be  eligible  for the
dividends-received  deduction allowed to corporate  shareholders under the Code.
Distributions  of the excess of net long-term  capital gain over net  short-term
capital  loss from  transactions  of the Fund are  treated  by  shareholders  as
long-term  capital gains regardless of the length of time the Fund's shares have
been owned.  Distributions  of income and capital  gains are taxed in the manner
described above,  whether they are taken in cash or are reinvested in additional
shares of the Fund.


                                       17
<PAGE>

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


General Information

The Trust

The Fund is a series of The  Montgomery  Funds, a  Massachusetts  business trust
organized on May 10, 1990.  The Agreement and  Declaration  of Trust permits the
Board to issue an unlimited  number of full and fractional  shares of beneficial
interest,  $0.01 par value, in any number of series.  The assets and liabilities
of each  series  within  the Trust are  separate  and  distinct  from each other
series.

This prospectus  relates only to the Class P shares of the Fund. The Fund offers
other classes of shares to eligible investors and may, in the future,  designate
other classes of shares for specific  purposes.  The other classes of shares may
have different fees and expenses that may affect  performance.  For  information
concerning the other classes of shares not offered in this prospectus,  call The
Montgomery  Funds at (800) 572-FUND (3863) or contact sales  representatives  or
financial intermediaries who offer those classes.

Shareholder Rights

Shares issued by the Fund have no preemptive, conversion or subscription rights.
Each  whole  share  is  entitled  to one  vote as to any  matter  on which it is
entitled  to vote  and each  fractional  share is  entitled  to a  proportionate
fractional  vote.  Shareholders  have equal and exclusive rights as to dividends
and distributions as declared by the Fund and to the net assets of the Fund upon
liquidation or dissolution.  The Fund, as a separate series of the Trust,  votes
separately on matters affecting only the Fund (e.g.,  approval of the Investment
Management Agreement); all series of the Trust vote as a single class on matters
affecting  all  series  of the  Trust  jointly  or the  Trust as a whole  (e.g.,
election or removal of Trustees).  Voting rights are not cumulative, so that the
holders of more than 50% of the shares  voting in any election of Trustees  can,
if they so choose,  elect all of the Trustees.  Except as set forth herein,  all
classes  of shares  issued by the Fund shall have  identical  voting,  dividend,
liquidation and other rights,  preferences,  and terms and conditions.  The only
differences  among the various classes of shares relate solely to the following:
(a) each class may be subject to different  class  expenses;  (b) each class may
bear a  different  identifying  designation;  (c) each class may have  exclusive
voting  rights with respect to matters  solely  affecting  such class;  (d) each
class may have different exchange privileges; and (e) each class may provide for
the automatic  conversion of that class into another  class.  While the Trust is
not required and does not intend to hold annual meetings of  shareholders,  such
meetings  may be called by the Board at its  discretion,  or upon  demand by the
holders of 10% or more of the outstanding  shares of the Trust,  for the purpose
of  electing or  removing  Trustees.  Shareholders  may  receive  assistance  in
communicating with other shareholders in connection with the election or removal
of  Trustees  pursuant  to the  provisions  of Section  16(c) of the  Investment
Company Act.

Performance Information

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

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


                                       18
<PAGE>

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  either a 7-day  period or a 30-day  period.  For
yield computed from a 7-day period,  base period return is simply  annualized by
multiplying the base period return by 365 / 7; the effective yield computed from
a 7-day period is  calculated  by adding 1 to the base period return and raising
the  result to the (365 / 7)th power and then  subtracting  1. When the yield is
computed  from a 30-day  period,  the yield 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.  The tax-equivalent  yield is
the yield  that a taxable  investment  must  generate  in order to equal  (after
applicable  taxes are  deducted)  the Fund's yield for an investor in the stated
federal income and California  personal  income tax brackets.  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 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 Fund 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).

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 Instructions

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

A  shareholder  who does not have a TIN  should  apply  for one  immediately  by
contacting  the  local  office  of the  Social  Security  Administration  or the
Internal Revenue Service (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 the  Fund  may be  subject  to up to 30%  withholding
instead of backup withholding.


                                       19
<PAGE>

A  shareholder  who 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,  government  agencies,
financial  institutions,  registered  securities  and  commodities  dealers  and
others. For further information, see Section 3406 of the Code and consult with a
tax advisor.

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


This  prospectus is not an offering of the  securities  herein  described in any
state in which such 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 Fund's official sales literature.



                                      20
<PAGE>


Glossary

below investment grade debt securities.  Debt securities rated below "investment
   grade."

cash equivalents. These 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.

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.

derivatives.  These 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.

Duff &  Phelps.  Duff &  Phelps  Credit  Rating  Co.,  a  nationally  recognized
   statistical rating organization.

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

Fitch. Fitch Investors Service, L.P., a nationally recognized statistical rating
   organization.

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

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,  the 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. The 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.

illiquid securities.  The Fund treats any securities  subject to restrictions on
   repatriation  for more than seven days and  securities  issued in  connection
   with foreign debt conversion programs that are restricted as to remittance of
   invested  capital  or profit as  illiquid.  The Fund also  treats  repurchase
   agreements  with  maturities  in excess of seven days as  illiquid.  Illiquid
   securities  do not include  securities  that 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.


                                       21
<PAGE>

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.

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.

Moody's. Moody's Investors Service,  Inc., a nationally  recognized  statistical
   rating organization.

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

S&P.  Standard & Poor's  Ratings  Group,  a  nationally  recognized  statistical
   rating organization.

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.

when-issued  and  forward  commitment  securities.  The Fund may  purchase  U.S.
   government or other  securities on a "when-issued"  basis and may purchase or
   sell securities on a "forward  commitment" or "delayed  delivery"  basis. The
   price is fixed at the time the  commitment is made,  but delivery and payment
   for the  securities  take place at a later date.  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.  These are debt  obligations that do not pay current interest
   and are  consequently  issued at a significant  discount from face value. The
   discount  approximates  the total interest the bonds will accrue and compound
   over the period to maturity or the first  interest-payment  date at a rate of
   interest reflecting the market rate of interest at the time of issuance.


                                       22
<PAGE>



Investment Manager

   Montgomery Asset Management, LLC
   101 California Street
   San Francisco, California 94111
   (800) 572-FUND (3863)

Distributor

   Funds Distributor, Inc.
   101 California Street
   San Francisco, California 94111
   (800) 572-FUND (3863)

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
   (800) 572-3863

Legal Counsel

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



THE MONTGOMERY FUNDS
101 California Street
San Francisco, California 94111
(800) 572-FUND (3863)
www.montgomeryfunds.com

Invest wisely.(SM)



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