CORNERCAP GROUP OF FUNDS /VA/, N14AE24, 1996-12-02

CORNERCAP GROUP OF FUNDS /VA/
N14AE24, 1996-12-02

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As filed with the Commission on December 2, 1996
Reg. No. 333-________

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

[ ] Pre-Effective Amendment No. ______ [ ] Post-Effective Amendment
No. ______

THE CORNERCAP GROUP OF FUNDS
(Exact Name of Registrant as Specified in Charter)

(404) 870-0700
(Area Code and Telephone Number)

The Peachtree, Suite 1700
1355 Peachtree Street, N.E.
Atlanta, Georgia 30309
(Address of Principal Executive Offices)

Thomas E. Quinn
The Peachtree, Suite 1700
1355 Peachtree Street, N.E.
Atlanta, Georgia 30309

(Name and Address of Agent for Service)

Copies to:
Reinaldo Pascual, Esq. Scott D. Smith, Esq.
Kilpatrick & Cody, L.L.P. Powell, Goldstein, Frazer & Murphy
1100 Peachtree Street, Frazer & Murphy
Suite 2800 191 Peachtree Street, N.E.
Atlanta, Georgia 30309 Atlanta, Georgia 30303

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable
after the effective date of this Registration Statement.

The Registrant has registered an indefinite amount of securities
under the Securities Act of 1933 pursuant to Section 24(f) under
the Investment Company Act of 1940. Accordingly, no fee is
payable herewith. A Rule 24f-2 Notice for the Registrant's most
recent fiscal year ended March 31, 1996 was filed with the
Commission on May 29, 1996.<PAGE>
It is proposed that this filing become effective on December 31, 1996,
pursuant to Rule 488 under The Securities Act of 1933.<PAGE>
THE ATLANTA GROWTH FUND, INC.
Suite 1661
1100 Peachtree Street, N.E.
Atlanta, Georgia 30309
(800) 899-4742

December 31, 1996

Dear Shareholder:

The Board of Directors of The Atlanta Growth Fund, Inc. (the
"Atlanta Fund") has recently reviewed and endorsed a proposal for
reorganization (the "Reorganization") of the Atlanta Fund, which
they judge to be in the best interests of its shareholders. This
proposal calls for combining the assets of the Atlanta Fund with
The CornerCap Balanced Fund (the "Balanced Fund"), a separate series
of The CornerCap Group of Funds (the "CornerCap Funds"), an open-end
management investment company organized as a Massachusetts business
trust. The investment objective of the Balanced Fund is to obtain
long-term capital appreciation and current income by investing
in a combination of equity and fixed-income securities, including
cash and cash equivalents.

We have therefore called a Special Meeting of Shareholders
to be held on January 28, 1997 to consider this transaction. WE
STRONGLY INVITE YOUR PARTICIPATION BY ASKING YOU TO REVIEW,
COMPLETE AND RETURN YOUR PROXY AS SOON AS POSSIBLE.

As a result of this transaction, the Atlanta Fund would be
combined with the Balanced Fund, and you would become a
shareholder of the Balanced Fund, receiving shares of the
Balanced Fund having an aggregate net asset value equal to the
aggregate net asset value of your investment in the Atlanta Fund.
No sales charge will be imposed in the transaction and the
closing of the transaction will be conditioned upon receiving an
opinion of counsel to the effect that the proposed transaction
will qualify as a tax-free reorganization for Federal income tax
purposes.

The Board of Directors believes the Reorganization will
provide benefits such as reduced operating expenses, no sales
loads or commissions on the purchase or sale of shares of the
CornerCap Funds, the ability to exchange shares in the Balanced
Fund for shares of the CornerCap Growth Fund, a separate series
of the CornerCap Funds, increased management and administrative
resources available to the Atlanta Fund shareholders and increased
investment diversification.

Detailed information about the proposed transaction and the
reasons for it are contained in the enclosed materials. Please
exercise your right to vote by completing, dating and signing the
enclosed proxy card. A self-addressed, postage-paid envelope has
been enclosed for your convenience. It is very important that
you vote and that your voting instructions be received no later
than January 27, 1997.
Sincerely,

_________________________
Michael L. Lucas
President
Atlanta, Georgia
December 31, 1996<PAGE>
THE ATLANTA GROWTH FUND, INC.
Suite 1661
1100 Peachtree Street, N.E.
Atlanta, Georgia 30309
(800) 899-4742
_______________

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on January 28, 1997
_______________

To the Shareholders of The Atlanta Growth Fund, Inc.:

NOTICE IS HEREBY GIVEN that a Special Meeting of
Shareholders of The Atlanta Growth Fund, Inc. (the "Atlanta
Fund") will be held at 1100 Peachtree Street, N.E., Suite 2800,
Atlanta, Georgia 30309, at 9:00 A.M. (local time), on January 28,
1997, for the following purposes:

1. To consider and vote on an Agreement and Plan of
Reorganization providing for the acquisition of all or
substantially all of the assets of the Atlanta Fund by the
CornerCap Balanced Fund (the "Balanced Fund"), a separate series
of The CornerCap Group of Funds, an open-end management
investment company organized as a Massachusetts business trust
(the "CornerCap Funds"), in exchange for shares of the Balanced
Fund and the assumption by the Balanced Fund of certain
identified liabilities of the Fund, and for the distribution of
such Balanced Fund shares to shareholders of the Atlanta Fund and
the subsequent termination and dissolution of the Atlanta Fund;
and

2. To transact such other business as may properly come
before the meeting, or any adjournment or adjournments thereof.

The Board of Directors of the Atlanta Fund has fixed the
close of business on November 30, 1996 as the record date for
determination of shareholders entitled to notice of, and to vote
at, the meeting.

EACH SHAREHOLDER WHO DOES NOT EXPECT TO ATTEND THE MEETING
IN PERSON IS REQUESTED TO DATE, FILL IN, SIGN AND RETURN PROMPTLY
THE ENCLOSED FORM OF PROXY IN THE ENCLOSED ENVELOPE, WHICH NEEDS
NO POSTAGE IF MAILED IN THE UNITED STATES.

By Order of the Board of Directors

________________________________
Michael L. Lucas,
President
December 31, 1996

YOUR PROMPT ATTENTION TO THE ENCLOSED FORM OF PROXY WILL
HELP TO AVOID THE EXPENSE OF FURTHER SOLICITATION.

2
<PAGE>
PROXY STATEMENT/PROSPECTUS FOR
ACQUISITION OF THE ASSETS OF
THE ATLANTA GROWTH FUND, INC. BY AND IN EXCHANGE FOR
SHARES OF THE CORNERCAP BALANCED FUND

December 31, 1996

INTRODUCTION TO PROXY STATEMENT/PROSPECTUS

This Proxy Statement/Prospectus relates to the solicitation
of shareholder approval for the proposed transfer of all or
substantially all of the assets of The Atlanta Growth Fund, Inc. (the
"Atlanta Fund"), a non-diversified, open-end management
investment company organized as a Georgia corporation, to the
CornerCap Balanced Fund (the "Balanced Fund"), a separate series
of The CornerCap Group of Funds (the "CornerCap Funds"), a
diversified, open-management investment company organized as a
Massachusetts business trust, in exchange for shares of
beneficial interest of the Balanced Fund and the assumption by
the Balanced Fund of certain identified liabilities of the
Atlanta Fund (collectively, the "Reorganization"). Pursuant to
the proposed Agreement and Plan of Reorganization between the
Atlanta Fund and the Balanced Fund (the "Agreement"), attached
hereto as Exhibit A, each shareholder of the Atlanta Fund would
receive that number of full and fractional shares of the Balanced
Fund having an aggregate net asset value equal to the aggregate
net asset value of such shareholder's shares of the Atlanta Fund
held as of the close of business on the closing date of the
Reorganization. No sales charge would be imposed on the
transaction. As a result of the Reorganization, the Atlanta Fund
would be completely liquidated and dissolved.

The Balanced Fund's investment objective is to obtain long-
term capital appreciation and current income. The Balanced Fund
will attempt to achieve its objective by normally investing 50%
to 70% of its total assets in equity securities of domestic and
foreign issuers and at least 30% in fixed-income securities,
including cash and cash equivalents.

The address and telephone number of the Balanced Fund is The
Peachtree, Suite 1700, 1355 Peachtree Street, N.E., Atlanta,
Georgia 30309, (800) 870-0700

This Proxy Statement/Prospectus sets forth concisely the
information about the Balanced Fund that a prospective investor
should know prior to voting on the Reorganization, and should
be retained for future reference. For a more detailed discussion
of the investment objectives, policies and restrictions of the
Balanced Fund than provided herein, including a discussion of the
risks of investing in the Balanced Fund, see the Prospectus of
the Balanced Fund dated December 6, 1996 (the "Balanced Fund
Prospectus") which is included herewith. The information in the
Balanced Fund Prospectus is incorporated herein by reference. A
Statement of Additional Information dated December 31, 1996,
containing additional information about the Reorganization and
the parties thereto has been filed with the Securities and
Exchange Commission and is incorporated by reference into this
Proxy Statement/Prospectus. A copy of such statement is
available upon request and without charge by writing to the
Balanced Fund at the address above or by calling collect at the
number above. More detailed information about the Atlanta Fund
is included in its Prospectus dated October 10, 1996 (the

1<PAGE>
"Atlanta Fund Prospectus") and is incorporated herein by
reference. The Atlanta Fund Prospectus is available upon request
and without charge by contacting the Atlanta Fund at the above
address and phone number. Additional information about the
Atlanta Fund, the Balanced Fund and the CornerCap Funds has been
filed with the Securities and Exchange Commission, and this
additional information, which includes charter documents and
other material agreements, is available upon oral or written
request without charge by writing to the Atlanta Fund or the
Balanced Fund at the addresses above or by calling (collect) the
Atlanta Fund or the CornerCap Funds at the numbers above.

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 PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

2
<PAGE>

TABLE OF CONTENTS

Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Fee Table . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . 9
Information About The Reorganization . . . . . . . . . . . . 11
Reasons For The Reorganization . . . . . . . . . . . . . . . 15
Comparison Of Investment Objectives, Policies And
Restrictions . . . . . . . . . . . . . . . . . . . . . . 16
Comparison Of Shareholders' Rights . . . . . . . . . . . . . 18
Additional Information About The Balanced Fund . . . . . . . 21
Additional Information About The Atlanta Fund . . . . . . . . 21
Voting Information . . . . . . . . . . . . . . . . . . . . . 21
Financial Statements And Experts . . . . . . . . . . . . . . 23
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . 23

3
<PAGE>
SYNOPSIS

The following is a summary of certain information contained
in this Proxy Statement/Prospectus. This summary is qualified in
its entirety by reference to the more complete information
contained elsewhere in this Proxy Statement/Prospectus, and the
Atlanta Fund Prospectus, the Balanced Fund Prospectus and the
Agreement attached to this Proxy Statement/Prospectus as
Exhibit A.

THE PROPOSED REORGANIZATION. The Board of Directors of the
Atlanta Fund, including a majority of the Directors who are not
"interested persons" of the Atlanta Fund (the "Independent
Directors"), as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"), has approved an Agreement and Plan
of Reorganization (the "Agreement") providing for the
acquisition of all or substantially all of the assets of the
Atlanta Fund by the Balanced Fund, in exchange for shares of the
Balanced Fund and the assumption by the Balanced Fund of certain
identified liabilities of the Atlanta Fund. The net asset value
of the shares issued in the exchange will equal the net asset
value of the Atlanta Fund's shares then outstanding. In
connection with the Reorganization, shares of the Balanced Fund
will be distributed to shareholders of the Atlanta Fund, and the
Atlanta Fund will be completely liquidated and dissolved.

As a result of the Reorganization, each shareholder
of the Atlanta Fund will cease to be a shareholder of the Atlanta
Fund and receive that number of full and fractional shares of
the Balanced Fund having an aggregate net asset value equal to the
aggregate net asset value of such shareholder's shares of the Atlanta
Fund as of the close of business on the closing date of the
Reorganization. No sales charge will be imposed in connection
with the issuance of shares of the Balanced Fund to the
shareholders pursuant to the Reorganization. If the
Reorganization is approved, the Atlanta Fund has agreed to pay
all fees and expenses incurred by the Atlanta Fund, the Balanced
Fund and the CornerCap Funds in connection with the
Reorganization, and in connection therewith discharge or
establish reserves for those fees and expenses, as well as for
all of its other known liabilities, prior to the Closing Date.
For a more detailed discussion of the terms of the
Reorganization, see "Information About the Reorganization."

For the reasons set forth below under "Reasons for the
Reorganization," the Board of Directors of the Atlanta Fund,
including a majority of the Independent Directors, has
unanimously concluded that the Reorganization would be in the
best interests of the Atlanta Fund and its shareholders, and
therefore has submitted the Reorganization for approval by
shareholders of the Atlanta Fund at a Special Meeting of
Shareholders to be held on January 28, 1997 (the "Meeting").
Approval of the Reorganization requires the vote of a majority of
the Atlanta Fund's outstanding shares. See "Voting Information."
The Board of Directors of the Atlanta Fund recommends approval of
the Agreement effecting the Reorganization.

INVESTMENT OBJECTIVES AND POLICIES. The investment objectives
and policies of the Atlanta Fund and the Balanced Fund are
significantly different. The investment objective of the
Balanced Fund is to obtain long-term capital appreciation and
current income. The Balanced Fund attempts to achieve its
objective by normally investing 50% to 70% of its total assets in

5<PAGE>
equity securities of domestic and foreign issuers and at least
30% in fixed-income securities, including cash and cash
equivalents. In addition, the Balanced Fund will not be limited
with respect to the geographic location of its portfolio
investments.

The investment objective of the Atlanta Fund is to achieve
long-term growth of capital through investment in a portfolio
primarily comprised of the common stocks of the 50 most highly
capitalized publicly traded companies (the "Atlanta 50
Portfolio") headquartered in the 18-county metropolitan
statistical area of Atlanta, Georgia ("Metropolitan Atlanta").
The Atlanta Fund pursues its objective (i) by investing at least
75% of its total assets in the Atlanta 50 Portfolio using a five-
tiered weighing system based primarily on each stock's relative
total market value; and (ii) by investing up to 25% of its total
assets, on a non-weighted basis, in the common stocks of publicly
traded companies that either are headquartered in the State of
Georgia or have significant business operations in Metropolitan
Atlanta. For a more detailed discussion and comparison of
investment objectives and policies, see "Comparison of Investment
Objectives, Policies and Restrictions."

INVESTMENT ADVISER, ADMINISTRATOR AND DISTRIBUTOR. The
investment advisers, administrators and distributors of the
Atlanta Fund and the Balanced Fund are different. The investment
adviser of the Balanced Fund is Cornerstone Capital Corp. (the
"Balanced Fund Adviser"), a Georgia corporation having its
principal office at The Peachtree, Suite 1700, 1355 Peachtree
Street, N.E., Atlanta, Georgia 30309. The Balanced Fund Adviser
has been engaged in the investment advisory business since 1989
and currently has approximately $200 million of assets under
management.

The principal portfolio manager of the Balanced Fund is
Thomas E. Quinn, a Chartered Financial Analyst and a Certified
Public Accountant. Mr. Quinn has worked in investment management
and financial analysis for 22 years, and during the last six
years has served as the principal executive officer of the Balanced
Fund Adviser. Previously, Mr. Quinn was Chief Investment Officer for
RJR Investment Management, Inc. where he managed a portfolio
worth over $600 million.

Fortune Fund Administration, Inc., an affiliate of the
Balanced Fund Adviser ("Fortune"), serves as administrator
of the Balanced Fund. In that capacity, Fortune performs
certain recordkeeping and shareholder servicing
functions required of registered investment companies, assists
the Balanced Fund in preparing and filing certain financial and
other reports, and performs certain daily functions required for
ongoing operations. Fortune also serves as Accounting Services
Agent and Transfer Agent of the Balanced Fund.

The Distributor and principal underwriter of the Balanced
Fund is Attkinson, Carter & Akers, Inc., a Georgia corporation
with its principal office at One Buckhead Plaza, Suite 1475, 3060
Peachtree Road, N.W., Atlanta, Georgia 30305. The Balanced Fund
Distributor acts as agent upon the receipt of orders from
investors and may be entitled to compensation and other
reimbursements pursuant to the Balanced Funds Distribution Plan.

6<PAGE>
The investment adviser, administrator and distributor of the
Atlanta Fund is Wedgewood Equities, Inc., PFPC, Inc. and Pryor,
McClendon, Counts & Co., Inc., respectively.

For additional information about the Balanced Fund's and the
Atlanta Fund's investment advisers, administrators and
distributors, see the Balanced Fund Prospectus and the Atlanta
Fund Prospectus, respectively.

FEES AND EXPENSES. Pursuant to its Investment Advisory Agreement
with the Balanced Fund, the Balanced Fund pays the Balanced Fund
Adviser a fee, computed daily and payable monthly, at an annual
rate of 1% of the Balanced Fund's average daily net assets. The
Balanced Fund Advisory Agreement also provides that the Balanced
Fund Adviser will reduce its fee in any fiscal year to the extent
that the expenses of the Balanced Fund exceed applicable state
limitations. Currently, the most restrictive limitations limit
expenses to 2.5% of the first $30 million of a fund's average net
assets, 2.0% of the next $70 million and 1.5% net assets in
excess of $100 million.

Pursuant to its Administration Agreement with Fortune, the
Balanced Fund pays Fortune an administrative fee at the annual
rate of 0.20% of the Balanced Fund's average daily assets, up
to a maximum of $4,000 per month. The Balanced Fund also pays
Fortune minimum fees of $12,000 and $18,000 per year for its
services as Transfer Agent and Accounting Services Agent,
respectively. Fortune is also reimbursed for certain out-
of-pocket expenses incurred as a result of its services under the
Administration Agreement, Transfer Agent Agreement and Accounting
Services Agreement. The Balanced Fund Adviser has voluntarily
agreed to reimburse the Balanced Fund for certain expenses to
the extent and for so long as may be necessary to keep total
operating expenses at no greater than 2.0% of average net assets
during the 1997 and 1998 fiscal years.

Under its Investment Advisory and Management Agreement (the
"Atlanta Fund Advisory Agreement") with the Atlanta Fund Adviser,
the Atlanta Fund pays Wedgewood Equities, Inc., (the "Atlanta
Fund Adviser") a fee, computed daily and paid monthly, equal to
an annual rate of .34% of the Atlanta Fund's daily net assets.

Although the Balanced Fund pays the Balanced Fund Adviser
higher fees than are paid to the Atlanta Fund Adviser, the Board
of Directors of the Atlanta Fund believes such fees are justified
given the expanded investment universe of the Balanced Fund and
the Balanced Fund Adviser's voluntary commitment to keep
operating expenses below 2.0%. See also "Expense Ratios" below.

EXPENSE RATIOS. For the year ended May 31, 1996, the ratio of
expenses to average net assets (net of fee waivers) for the
shares of the Atlanta Fund was 8.36%. The anticipated ratio of
expenses to average daily net assets for the Balanced Fund upon
completion of the Reorganization will be 2.0% after reimbursement
by the Balanced Fund Adviser of expenses in excess of 2.0%. The
Balanced Fund Adviser has voluntarily agreed to reimburse the
Balanced Fund for certain of its operating expenses to the extent
and for so long as may be necessary to keep the total operating
expenses at no greater than 2.0% of average net assets during the
1997 and 1998 fiscal years. Without such reimbursement, expenses
are estimated at approximately 3.5% of average net assets, assuming
assets of $3 million. Accordingly, even without reimbursement,
the Balanced Fund's expense ratio is expected to be 4.86% lower

7<PAGE>
than that of the Atlanta Fund, or 6.86% lower with reimbursement.
See "Fee Table."

DISTRIBUTION PLAN. Both the Balanced Fund and the Atlanta Fund
have adopted Distribution Plans (the "Distribution Plans")
pursuant to Rule 12b-1 of the 1940 Act in order to facilitate
the growth of assets for each of the funds. The Distribution
Plans, renewable annually by the Board of each fund, authorizes
each fund's respective investment adviser or distributor to use
fund assets up to an amount equal to 0.25% per year. The
percentage expenditure limit for the Balanced Fund's and the
Atlanta Fund's is the same. However, the Balanced Fund does not
expect to pay any amounts under its Distribution Plan during the
1997 and 1998 fiscal years. Furthermore, any such payment would
be subject to the Balanced Fund Adviser's voluntary commitment
to limit operating expenses at no greater than 2.0% of average
net assets during these years. For a more detailed discussion
of the Distribution Plans, see the Atlanta Fund Prospectus and
the Balanced Fund Prospectus.

FEDERAL TAX CONSIDERATIONS. As a condition to closing under the
Agreement, the Atlanta Fund will obtain an opinion of counsel,
based on certain facts, assumptions and representations made by
the Balanced Fund and the Atlanta Fund, to the effect that the
Reorganization will qualify as a tax-free reorganization for
federal income tax purposes.

DIVIDEND DISTRIBUTIONS. Both the Balanced Fund and the Atlanta
Fund have a current policy to make, from time to time,
distributions to shareholders consisting of dividends and net
realized capital gains. There is no fee or other charge imposed
by either fund in connection with the reinvestment of dividends
and capital gains distributions. As permitted by the Balanced
Fund's Board of Trustees and the Atlanta Fund's Board of
Directors, each fund permits its shareholders to make an election
to receive dividends and distributions in cash or in full and
fractional shares of the fund. The failure to make any such
election results in the automatic reinvestment of the dividends
or distributions in full and fractional shares of each fund.
The Balanced Fun will treat each Atlanta Fund shareholder as
having elected automatic reinvestment of Balanced Fund dividends
and distributions unless notified to the contrary by the
shareholder.

PURCHASE AND REDEMPTION PROCEDURES AND RIGHTS. Procedures for
purchasing and redeeming shares and the rights of shareholders
pursuant thereto do not differ significantly between the Balanced
Fund and the Atlanta Fund, except in the areas of minimum and
subsequent investment dollar requirements. Shares of the
Balanced Fund are purchased without a load at net asset value
while purchases of the Atlanta Fund's shares are generally
subject to a 3.75% initial sales load. The Balanced Fund imposes
a minimum initial investment of $2,000 on new shareholders and
requires subsequent investments to be at least $250, and the
Atlanta Fund imposes a minimum initial investment of $500 on new
shareholders and requires subsequent investments to be at least
$100. Full and fractional shares of the Balanced Fund and the
Atlanta Fund may be redeemed at any time for cash at the net
asset value per share next determined after receipt of a
redemption request, as provided in their respective Prospectuses.
Shareholders of the Balanced Fund may exchange their shares of
the Balanced Fund for shares of the CornerCap Growth Fund, a
separate series of the CornerCap Group of Funds, without payment
or penalty at any time. See "Balanced Fund Prospectus."

8<PAGE>
FEE TABLE

The table below compares the Atlanta Fund's annual fund
operating expenses for the fiscal year ended May 31, 1996 with
the expected annual fund operating expenses of the Balanced Fund
for the fiscal year ending March 31, 1997 (on an annualized
basis).
<TABLE>
<CAPTION>
Balanced The Atlanta
Fund Fund

<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:

Sales Load (as a percentage of offering price) None 3.75%<F1>
Sales Load on Dividend Reinvestment None None
Preferred Sales Changes None None
Redemption Fee None None
Exchange Fee None N/A

ANNUAL FUND OPERATING EXPENSES (as a percentage of net assets)
Rule 12b-1 Fees<F2> 0.00% 0.25%
Administrative Fees<F3> 0.00% 0.00%
Management Fees<F4> 0.00% 0.00%
Other Expenses<F5> 2.00% 8.11%

Total Fund Operating Expenses 2.00% 8.36%
----
__________________________
<FN>
<F1> Sales load is reduced for purchases of $25,000 or more. See the
Atlanta Fund Prospectus.

<F2> The Balanced Fund has adopted a Distribution Plan pursuant to which it
may reimburse the Balanced Fund Distributor and Adviser for certain
distribution-related expenses of the Balanced Fund up to an annual amount
of 0.25% of the Balanced Fund's average daily net assets. No
reimbursements or other payments have been made under this plan since its
inception and none are presently contemplated during the 1997 and 1998
fiscal years.

<F3> The Balance Fund's Administration Agreement with Fortune provides for
compensation to Fortune at the annual rate of 0.20% of the Balanced
Fund's daily net assets up to a maximum of $4,000 per month.

<F4> The Balanced Fund's Investment Advisory Agreement with the Balanced
Fund Adviser provides for compensation to the Balanced Fund Adviser at
the annual rate of 1.0% of average daily net assets. The Balanced Fund
Adviser has voluntarily agreed to waive all or such portion of such fee
and to reimburse the Balanced Fund to the extent and for so long as may
be necessary to keep total Balanced Fund operating expenses at no greater
than 2.0% of average net assets during the 1997 and 1998 fiscal years.
The Atlanta Fund's agreement with The Atlanta Fund Adviser provides for
compensation of at the annual rate of .34% of the Atlanta Fund's daily net
assets.

<F5> "Other expenses" are estimated and include without limitation, fees
paid to independent accountants, independent trustees, legal counsel,
transfer agent, custodian and accounting services agents. "Other
expenses" also includes costs associated with registration fees, reports
to shareholders and other miscellaneous expenses. The Balanced Fund
Adviser has voluntarily agreed to waive its advisory and administrative
fees and to reimburse the Balanced Fund for certain of its operating
expenses to the extent and for so long as may be necessary to keep total
Balanced Fund operating expenses at no greater than 2.0% of average net
assets during the 1997 and 1998 fiscal years. Total operating expenses
are net of fee waivers and reimbursements. In the absence of such
waivers and reimbursements, total operating expenses were 9.45% for the
Atlanta Fund and are estimated at 3.5% for the Balanced Fund (assuming
assets of $3 million).
</FN>
</TABLE>

9<PAGE>
Example
-------
Based on the expenses set forth above, a shareholder would pay the
following expenses on a $1,000 investment, assuming (1) a hypothetical 5%
annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-------------------------------------------
<S> <C> <C> <C> <C>
Balanced Fund ................... $20 $64 $110 $244

Atlanta Fund .................... $117 $267 $407 $719
</TABLE>

The foregoing table is intended to assist investors in
understanding the costs and expenses that a shareholder in the
applicable fund will bear directly or indirectly. The Example
should not be considered a representation of past or future
expenses, and actual expenses may be more or less than those
assumed for purposes of the Example. The assumed 5% return is
hypothetical and should not be considered a representation of
past or future annual returns.

RISK FACTORS

Because of the substantial differences in investment
objectives, policies and restrictions between the Atlanta Fund
and the Balanced Fund, the risks of investing in each fund are
substantially different. The following risks should be
considered by shareholders of the Atlanta Fund in their
evaluation of the Reorganization.

The Atlanta Fund's concentration in companies headquartered
in or doing business in Metropolitan Atlanta ties the performance
of the Atlanta Fund to the economic environment of Atlanta and
the surrounding region. Accordingly, the Atlanta Fund is subject
to, and could be adversely impacted by, industrial and business
trends within Atlanta and the surrounding geographical area.
Moreover, the Atlanta Fund's requirement that at least 75% of its
total assets be invested in the Atlanta 50 Portfolio could cause
imbalances in the Atlanta Fund relative to diversification by
industry sector, further tying the fund's performance to the
performance of several particular industries within Metropolitan
Atlanta. In addition, the Atlanta 50 Portfolio restrictions of
the Atlanta Fund also prohibit the Atlanta Fund Adviser from
utilizing certain traditional analytical measures frequently
employed to select investments. For additional information about
the risks of investing in the Atlanta Fund, see the Atlanta Fund
Prospectus.

The Balanced Fund, on the other hand, may invest in equity
securities of domestic and foreign issuers without restrictions
related to the geographic location of such issuers. The Balanced
Fund will also invest at least 30% of its assets in fixed-income
securities of domestic and foreign issuers, including cash and
cash equivalents. Foreign securities will be limited to 25% of
the Balanced Fund assets and will generally be dollar
denominated.

10<PAGE>
As a fund investing in both equity and fixed income
securities, the Balanced Fund is subject to market risk, interest
rate risk and credit risk. The market for equity securities in
the United States tends to be cyclical, with periods when the
prices of securities generally rise and periods when they
generally decline. All equity securities are usually influenced
to some extent by price movements in the equities market.
Because of the risks associated with investments in equity
securities, the Balanced Fund is intended to be a long-term
investment vehicle and is not designed to provide investors with
a means of speculating on short-term stock market movements.

The fixed-income portion of the Balanced Fund will be
subject to risk arising from fluctuating interest rate levels.
As prevailing interest rates decrease, bond prices will increase.
Likewise, when prevailing interest rates increase, bond prices
will decrease. The level of price volatility of a bond is
generally dependent upon the length of time until maturity.
Bonds with longer maturities usually have higher yields and
greater price volatility than bonds with shorter maturities. A
change in the level of interest rates will affect both the net
asset value per share of the Balanced Fund as well as its yield.

Fixed income securities are also subject to credit risk
arising from the ability of the issuer to make timely payment of
interest and principal installments. Credit ratings give an
indication of the issuer's ability to maintain these timely
payments. Normally, bonds with lower credit ratings will have
higher yields than bonds with the highest credit ratings. The
Balanced Fund invests only in those corporate obligations which
in the Balanced Fund Adviser's opinion have the investment
characteristics described by Moody's in rating corporate
obligations within its four highest ratings of Aaa, Aa, A and Baa
and by S&P in rating corporate obligations within its four
highest ratings of AAA, AA, A and BBB. It is possible that the
ability of the Balanced Fund to achieve its objective of current
income could be diminished by its restriction on the use of non-
investment grade corporate obligations. For a description of
these ratings, see Appendix A to the Balanced Fund's Statement of
Additional Information. Investments in government obligations
will include direct obligations of the U.S. Government, such as
U. S. Treasury Bills, Notes and Bonds, obligations guaranteed by
the U.S. Government, such as Government National Mortgage
Association obligations, and obligations of U.S. Government
authorities, agencies and instrumentalities, such as Federal
National Mortgage Association, Federal Home Loan Bank, Federal
Financing Bank and Federal Farm Credit Bank obligations.

The Balanced Fund does not require that its investments in
corporate obligations actually be rated by Moody's or S&P, and it
may acquire such unrated obligations which in the opinion of the
Balanced Fund Adviser are of a quality at least equal to a rating
of Baa by Moody's or BBB by S&P. With respect to investments in
unrated obligations, the Balanced Fund will be more reliant on
the Balanced Fund Adviser's judgment and experience than would be
the case if the Balanced Fund invested solely in rated
obligations. Obligations rated Baa by Moody's or BBB by S&P have
speculative characteristics. A rating of Baa by Moody's

11<PAGE>
indicates that the obligation is of "medium grade," neither
highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present, but certain
protective elements may be lacking or may be characteristically
unreliable over any great length of time. A rating of BBB by S&P
indicates that the obligation is in the lowest "investment grade"
security rating. Obligations rated BBB are regarded as having an
adequate capacity to pay principal and interest. Whereas such
obligations normally exhibit adequate protection parameters,
adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and
interest than obligations in the top three "investment grade"
categories. Both credit and market risks as described above are
increased by investing in fixed income obligations rated Baa by
Moody's and BBB by S&P. For a more detailed description of these
ratings, see Appendix A to the Balanced Fund's Statement of
Additional Information.

The Balanced Fund Adviser will attempt to limit fluctuations
in the market value of the portfolio by adopting a more defensive
posture during periods of economic difficulty. During such
periods the Balanced Fund may acquire high quality short-term
money market instruments rated Prime-1 by Moody's or A or better
by S&P or, if unrated, of comparable quality as determined by the
Balanced Fund Adviser, at such times, and in such amounts, as in
the opinion of the Balanced Fund Adviser seems appropriate.
Short-term money market instruments will include, among others,
Treasury bills, bankers' acceptances, certificates of deposit,
time deposits, and commercial paper. For a description of these
instruments, see Appendix A to the Balanced Fund's Statement of
Additional Information.

There are additional risks associated with investments in
securities of foreign issuers. Such risks include changes in
currency rates, greater difficulty in commencing lawsuits,
differences between U.S. and foreign economies, and U.S.
Government policy with respect to certain investments abroad.
Foreign companies are frequently not subject to the accounting
and financial reporting standards applicable to U.S. companies,
and there may be less information available about foreign
issuers. Securities of foreign issuers are generally less liquid
and more volatile than those of comparable U.S. issuers. There
is often less government regulation of issuers than in the U.S.
There is also the possibility of expropriation or confiscatory
taxation, political or social instability or diplomatic
developments that could adversely affect the value of those
investments.

Finally, because the investment objectives, policies and
restrictions of the Atlanta Fund and the Balanced Fund are
substantially different, the Balanced Fund will immediately after
closing liquidate all Atlanta Fund investments that do not
conform with the investment objectives, policies and restrictions
of the Balanced Fund. This will cause the Balanced Fund to
realize tax gains and incur brokerage expense and other costs.

For additional information about the risks of investing in
the Balanced Fund, see the Balanced Fund Prospectus and Statement
of Additional Information.

12<PAGE>
INFORMATION ABOUT THE REORGANIZATION

The summary below is qualified by reference to the Balanced
Fund Prospectus, the Atlanta Fund Prospectus and the Agreement
attached to this Proxy Statement/Prospectus as Exhibit A.

TERMS OF THE REORGANIZATION. The Agreement provides that the
Balanced Fund will acquire all or substantially all of the assets
of the Atlanta Fund in exchange for shares of the Balanced Fund
and the assumption by the Balanced Fund of certain identified
liabilities of the Atlanta Fund three days after the day of the
approval of the Reorganization by the Shareholders of the Atlanta
Fund (the "Closing Date"), or such later date as provided for
pursuant to the Agreement. The Balanced Fund will not assume any
liabilities or obligations of the Atlanta Fund, other than those
reflected in an unaudited statement of assets and liabilities of
the Atlanta Fund as of the normal close of business of the New
York Stock Exchange (currently 4:30 p.m., New York City time) on
the day the Reorganization is approved (the "Valuation Date").
The number of full and fractional shares of the Balanced Fund to
be issued to shareholders of the Atlanta Fund will be determined
on the basis of the relative net asset values per share and
aggregate net assets of the Balanced Fund and the Atlanta Fund
computed as of the close of business on the New York Stock
Exchange on the Valuation Date. The net asset value per share
for both the Balanced Fund and the Atlanta Fund will be
determined by dividing their respective assets, less liabilities,
by the total number of their respective outstanding shares.
Portfolio securities of both the Balanced Fund and the Atlanta
Fund will be valued in accordance with the valuation practices of
the Balanced Fund as described under "Net Asset Value" in the
Balanced Fund Prospectus.

The Board of Directors of the Atlanta Fund has determined
that participation in the Reorganization is in the best interests
of shareholders of the Atlanta Fund.

Prior to the Closing Date, the Atlanta Fund will continue to
discharge all of its known liabilities and obligations. The
liabilities assumed are expected to relate generally to expenses
incurred in the ordinary course of the Atlanta Fund's operations,
such as accounts payable relating to custodian and transfer
agency fees, legal and accounting fees, and expenses of state
securities registrations of the Atlanta Fund's shares. These
liabilities will also include all fees and expenses incurred by
the Atlanta Fund, the Balanced Fund and the CornerCap Funds in
connection with the Reorganization. These Reorganization
expenses are expected to include legal fees, accounting fees,
printing fees, transfer agent fees and other miscellaneous
expenses associated with the Reorganization. The Balanced Fund
will assume all liabilities, expenses, costs, charges and
reserves reflected on an unaudited statement of assets and
liabilities of the Atlanta Fund as of the close of the New York
Stock Exchange on the Valuation Date prepared by the Atlanta
Fund's Administrator, PFPC, Inc. Coopers & Lybrand, L.L.P. will
perform certain agreed upon procedures on such statement to
assist management of the Atlanta Fund in determining the
reasonableness of final expense accruals and distributions. This
statement will also be reviewed by the Balanced Fund's auditors
and must be reasonably satisfactory to them. The Balanced Fund
will assume only those liabilities of the Portfolio reflected in
that unaudited statement of assets and liabilities and will not
assume any other liabilities.

13<PAGE>
As of or prior to the Closing Date, the Atlanta Fund
contemplates declaring and paying a dividend or dividends which
are intended to have the effect of distributing to the Atlanta
Fund's shareholders all of the Atlanta Fund's net income which
has not been distributed previously.

Immediately after the Closing, the Atlanta Fund will
distribute pro rata to its shareholders of record as of the close
of business on the Valuation Date the full and fractional shares
of the Balanced Fund received by the Atlanta Fund, and the
Atlanta Fund will then take such actions to dissolve and
liquidate. Such distribution will be accomplished by the
establishment of accounts on the share records of the Balanced
Fund in the name of the Atlanta Fund shareholders, each
representing the respective pro rata number of full and
fractional shares of Balanced Fund due such shareholders. After
the Closing Date, any outstanding certificates representing
shares of the Atlanta Fund will represent shares of the Balanced
Fund distributed to the record holders of the Atlanta Fund.
Share certificates of the Atlanta Fund will, upon presentation to
the Transfer Agent of the Balanced Fund, be exchanged for shares
of the Balanced Fund. Certificates for the Balanced Fund shares
will be issued only upon written request.

INDEMNIFICATION. Pursuant to the terms of the Agreement, the
Atlanta Fund, has agreed to indemnify, defend and hold the
CornerCap Funds and the Balanced Fund and their respective affiliates,
trustees, officers, employees, and agents harmless in respect to
any liability incurred by them that arises out of or relate to
(i) any material breach of or failure by the Atlanta Fund to
perform any of its covenants or agreements in the Agreement,
(ii) any false statement contained in the representatives and
warranties of the Atlanta Fund in the Agreement and (iii) any
claims, suits, obligations or liabilities associated with the
operations of the Atlanta Fund prior to the Closing Date.

Pursuant to the terms of the Agreement, Wedgewood Equities Inc.
and Pryor, McClendon, Counts & Co., Inc. ("Pryor McClendon"), have
agreed to indemnify, defend and hold the CornerCap Funds and the
Balanced Fund and their respective affiliates, trustees, officers,
employees, and agents harmless in respect to any liability
incurred by them that arises out of or relate to (i) any material
breach of or failure by them to perform their respective
covenants or agreements in the Agreement, (ii) any false
statement contained in the representatives and warranties of the
Atlanta Fund in the Agreement if such statement was made in
reliance upon and in conformity with information furnished to the
Acquired Fund by either of them, and (iii) any claims, suits,
obligations or liabilities associated with the operations of the
Atlanta Fund prior to the Closing Date.

Pursuant to the terms of the Agreement, the Balanced Fund has
agreed to indemnify, defend and hold the Atlanta Fund, Pryor
McClendon and Wedgewood Equities and their respective affiliates,
trustees, officers, employees, and agents harmless in respect to
any liability incurred by them that arises out of or relate to
(i) any material breach or failure by the Balanced Fund to
perform any of its covenants and agreements in the Agreement,
(ii) any false statement contained in the representatives and
warranties of the Balanced Fund in the Agreement and (iii) any
claims, suits, obligations or liabilities associated with the

14<PAGE>
operations of the Balanced Fund subsequent to the Closing Date.
Approval and Consummation of the Agreement. The consummation of
the Agreement is subject to the conditions set forth therein.
The Agreement may be terminated by the Board of Directors of the
Atlanta Fund or the Board of Trustees of the Balanced Fund, by
mutual agreement at any time prior to the Closing Date.
Termination by the Atlanta Fund will not terminate its obligation
to pay the expenses related to the Reorganization. See "Expenses
of the Transaction" below.

Approval of the Reorganization will require the affirmative
vote of the holders of a majority of the outstanding voting
securities of the Atlanta Fund. If the Reorganization is not
approved by the shareholders of the Atlanta Fund, the Board of
Directors of the Atlanta Fund will consider the options available
to the Atlanta Fund, including its termination and liquidation.
Atlanta Fund shareholders who object to the Reorganization have
the rights outlined below in "Voting Information."

THE BOARD OF DIRECTORS OF THE ATLANTA FUND RECOMMENDS
APPROVAL OF THE REORGANIZATION.

EXPENSES OF THE TRANSACTION. If the Reorganization is consummated,
the Atlanta Fund terminates the Agreement prior to February 28, 1997
or the Atlanta Fund fails to distribute this Proxy Statement/Prospectus
or takes or fails to take any other action which causes or results in
the failure of the Reorganization to close, the Atlanta Fund will pay all
fees and expenses incurred in connection with the Reorganization,
including but not limited to (i) all fees and expenses related to
the preparation, filing and distribution of this Proxy
Statement/Prospectus, (ii) all applicable filing fees, (ii)
printing and mailing expenses, (iii) accountants' and auditors'
fees and expenses, and (v) the reasonable expenses of the
CornerCap Funds specifically related to the Reorganization,
including the fees and expenses of its legal counsel. If for any
other reason the Reorganization does not close, the Atlanta Fund
shall be responsible for 50% of all such fees and expenses and
the Balanced Fund and Pryor McClendon, the Atlanta Fund's
distributor, shall each be responsible for 25% of all such fees
and expenses; provided, however, that the Balanced Fund will be
responsible for all such fees and expenses if the Reorganization
does not become effective as a result of a material breach of the
Agreement by the Balanced Fund. Fees and expenses of the
Reorganization are currently estimated to be approximately
$50,000.

DESCRIPTION OF THE BALANCED FUND SHARES. Full and fractional
shares of beneficial interest of the Balanced Fund will be issued
to shareholders of the Atlanta Fund in accordance with the
procedures under the Agreement as described above. Each share
will be fully paid and non-assessable and will be redeemable at
the net asset value per share, and will have no preemptive or
conversion rights. See "Comparison of Shareholders' Rights" for
additional information with respect to the shares of the Balanced
Fund.

15<PAGE>
CAPITALIZATION. The following table, which is unaudited, shows
the capitalization and net asset values per share of the Atlanta
Fund as of May 31, 1996 and of the Balanced Fund on a pro forma
basis as of that date after giving effect to the Reorganization.
The Balanced Fund has not yet commenced active operations, but
will do so immediately upon the closing of the Reorganization.

Atlanta Fund Balanced Fund
Pro Forma

Net Assets $3,983,553 $3,983,553

Net asset value per share $ 12.53 $ 12.53

Shares outstanding 317,956 317,956

The Reorganization is being accounted for by the Balanced
Fund by the method used for a tax-free reorganization of an
investment company. Under this method (sometimes referred to as
a "pooling without restatement"), the aggregate net asset value
of the Balanced Fund shares issued will equal the aggregate net
asset value of the Atlanta Fund. The above numbers do not
reflect the payment by the Atlanta Fund of the expenses related
to the Reorganization. See "Information About the Reorganization --
Expenses of the Transaction".

FEDERAL INCOME TAX CONSEQUENCES. The Reorganization is intended
to qualify for Federal income tax purposes as a tax-free
reorganization under Section 368(a)(1) of the Internal Revenue
Code of 1986, as amended (the "Code"), with no gain or loss
recognized as a consequence of the Reorganization by the Balanced
Fund, the Atlanta Fund, or the shareholders of the Atlanta Fund.
As a condition to the closing of the Reorganization, the Atlanta
Fund will have received an opinion from the law firm of
Kilpatrick & Cody, L.L.P. to that effect. That opinion will be
based in part upon representations made by the Atlanta Fund and
the Balanced Fund, and certain facts and assumptions.

Shareholders of the Atlanta Fund should consult their tax
advisers regarding the effect, if any, of the proposed
Reorganization in light of their individual circumstances. SINCE
THE FOREGOING DISCUSSION ONLY RELATES TO THE FEDERAL INCOME TAX
CONSEQUENCES OF THE REORGANIZATION, SHAREHOLDERS OF THE ATLANTA FUND
SHOULD ALSO CONSULT THEIR TAX ADVISORS AS TO STATE, LOCAL, AND
OTHER TAX CONSEQUENCES, IF ANY, OF THE REORGANIZATION.

16<PAGE>
REASONS FOR THE REORGANIZATION

The Atlanta Fund was organized to provide an investment
vehicle for capital appreciation primarily through investment in
the common stock of publicly traded companies headquartered in
the metropolitan area of Atlanta, Georgia. Although the Board of
Directors of the Atlanta Fund is satisfied with the Atlanta
Fund's overall performance, the Board of Directors and the Atlanta
Fund Adviser are concerned about the relatively small amount of total
assets invested in the Atlanta Fund and the relatively high level
of operating expenses sustained by the Atlanta Fund. In
consideration of the Atlanta Fund's situation, the Board of
Directors has decided, subject to shareholder approval, to
transfer all or substantially all of the Atlanta Fund's assets to
the Balanced Fund. The comparatively larger asset projections of
the Balanced Fund, combined with the Atlanta Fund, will enable
shareholders of the Atlanta Fund to benefit from increased
diversification of investments and other economies of scale. The
Board of Directors of the Atlanta Fund has concluded that
economies of scale and potentially lower expense ratios can be
realized by transferring the assets of the Atlanta Fund into the
Balanced Fund.

The Atlanta Fund's Board of Directors has determined that
consummation of the Reorganization is in the best interests of
the shareholders of the Atlanta Fund and that the interests of
the shareholders of the Atlanta Fund will be best served as a
result of the proposed transaction. The Board of Directors
believes the transaction is in the best interests of the Atlanta
Fund for the following reasons:

REDUCTION OF ASSETS. The assets of the Atlanta Fund have
experienced a significant reduction since its inception and
there is no indication that this trend will reverse itself.
The Atlanta Fund's net assets as of May 31, 1993 were $9.1
million, compared to $3.9 million as of May 31, 1996. The
number of shares outstanding has similarly experienced a
significant reduction since its inception from approximately
820,148 to 317,956 during the same three year period. If
these trends continue, the reduction of assets of the
Atlanta Fund will adversely affect the ability of the
Atlanta Fund to meet its investment objectives.

EXPENSE RATIO. The continued decrease in the Atlanta Fund's
net assets together with significant recurring operating expenses
has caused the Atlanta Fund's expense ratio to increase significantly
and there is no indication that this trend will reverse itself. The
Board of Directors believes that the total operating expenses should be
less than the aggregate expenses of the individual funds, resulting
in a lower expense ratio for the combined fund. In addition, the
Balanced Fund Adviser has voluntarily agreed to reimburse
the Balanced Fund for certain operating expenses to the
extent and for so long as may be necessary to keep the total
operating expenses at no greater than 2.0% of aggregate net
assets during the 1997 and 1998 fiscal years.

INVESTMENT OBJECTIVES AND POLICIES. The investment
objectives and policies of the Atlanta Fund and the Balanced
Fund are significantly different. The investment objectives
and policies of the Atlanta Fund require its investment

17
<PAGE>
adviser to concentrate in companies headquartered in or
doing business in Metropolitan Atlanta. As a result, the
performance of the Atlanta Fund is tied directly to the
economic environment of Atlanta and the surrounding region.
Accordingly, the Atlanta Fund is subject to, and could be
adversely impacted by, industrial and business trends within
Atlanta and the surrounding areas. Moreover, the Atlanta Fund's
requirement that at least 75% of its total assets be invested in
the Atlanta 50 Portfolio could cause imbalances in the Atlanta Fund
relative to diversification by industry sector, further tying the
Fund's performance to the performance of several particular industries
within Metropolitan Atlanta. The Balanced Fund, on the other hand,
attempts to achieve its investment objective by normally investing 50%
to 70% of its total assets in equity securities of domestic and foreign
issuers and at least 30% in fixed-income securities, including
cash and cash equivalents. Accordingly, the Balanced Fund will
not be limited with respect to the geographic location of its
portfolio investments which will enable the shareholders of the
Atlanta Fund to benefit from the increased investment
diversification.

THE DIRECTORS RECOMMEND THAT THE SHAREHOLDERS OF THE ATLANTA
FUND APPROVE THE REORGANIZATION.

COMPARISON OF INVESTMENT OBJECTIVES,
POLICIES AND RESTRICTIONS

GENERAL OVERVIEW. The investment objectives and policies of the
Atlanta Fund and the Balanced Fund are significantly different.
The investment objective of the Balanced Fund is to obtain long-
term capital appreciation and current income. The Balanced Fund
attempts to achieve its objective by normally investing 50% to
70% of its total assets in equity securities of domestic and
foreign issuers and at least 30% in fixed-income securities,
including cash and cash equivalents. The Balanced Fund will not
be limited with respect to the geographic location of its
portfolio investments.

OVERALL PORTFOLIO COMPARISON. The Atlanta Fund concentrates its
portfolio in Atlanta by investing at least 75% of the fund's
total assets in the 50 most highly capitalized publicly traded
companies headquartered in Metropolitan Atlanta (the "Atlanta
50"), utilizing a five-tiered weighting system based primarily on
the relative total market capitalization of each stock included
in the Atlanta 50, as outlined in the Atlanta Fund Portfolio.
The remaining 25% of the Atlanta Fund's assets may be invested in
the common stock of publicly traded companies that are

18<PAGE>
headquartered in the State of Georgia or have significant
business or operations in Metropolitan Atlanta (the "Non-Weighted
Portfolio"). Although the Atlanta Fund attempts to invest as
much of the fund as possible in common stocks, when necessary to
control cash flow or to compensate for unusual market conditions,
the Non-Weighted Portfolio assets may be invested in high quality
fixed-income securities, bonds, and short-term money market
securities, or in stock index futures and options. Fixed-income
securities will only be purchased if they are rated Aaa, Aa or A
by Moody's or AAA, AA or A by S&P. Short-term money market
securities will only be purchased if given one of the top two
ratings given by Moody's or S&P. See the Atlanta Fund Prospectus
for a more complete discussion of the fund's portfolio and
investment strategies.

The Balanced Fund concentrates its portfolio on domestic
equity securities, but up to 25% of its assets may be invested in
foreign issues. Normally 50% to 70% of the fund's assets will be
invested in common stocks, preferred stocks, or convertible
domestic and foreign securities, the great majority of which are
publicly traded on national securities exchanges or over-the-
counter. Many of the securities selected for the fund are chosen
on the basis of the Adviser's rankings of 1,500 common stocks
which take into consideration several factors, such as
price/earnings ratio, earnings growth rate, and cash flows that
are in excess of capital expenditures. Selections from these
rankings and other sources are made on the basis of
diversification and perceived risk in an effort to balance these
factors for long-term capital growth.

In addition to the equity securities discussed above,
at least 30% of the Balanced Fund will be invested in
various fixed income securities. These fixed income securities
may include direct obligations of the U.S. Government, such as U.
S. Treasury Bills, Notes and Bonds, obligations guaranteed by the
U.S. Government, such as Government National Mortgage Association
obligations, and obligations of U.S. Government authorities,
agencies and instrumentalities, such as Federal National Mortgage
Association, Federal Home Loan Bank, Federal Financing Bank and
Federal Farm Credit Bank obligations, and municipal and state
government obligations, mortgage-backed and other asset backed-
securities. These fixed income securities may also include
corporate bonds and notes, as long as those bonds and notes have
the investment characteristics described by Moody's in rating
corporate obligations within its four highest ratings of Aaa, Aa,
A and Baa and by S&P in rating corporate obligations within its
four highest ratings of AAA, AA, A and BBB, although such bonds
and notes need not actually have been rated by Moody's or S&P.

The Balanced Fund portfolio will also have the flexibility
to acquire high quality short-term money market instruments rated
Prime-1 by Moody's or A or better by S&P or, if unrated, of
comparable quality to such rated instruments. Such short-term
money market instruments include, among others, Treasury bills,
bankers' acceptances, certificates of deposit, time deposits, and
commercial paper.

For a more complete discussion of the Balanced Fund's
portfolio and investment strategies, see the Balanced Fund
Prospectus included herewith and the statement of additional
information for the Balanced Fund.

19<PAGE>
COMPARISON OF FUNDAMENTAL INVESTMENT RESTRICTIONS. Except as set
forth below, the fundamental investment restrictions of both
Funds are substantially similar. Fundamental restrictions are
those that may not be changed unless authorized by a vote of a
majority of a fund's outstanding shares.

RESTRICTIONS BASED ON INVESTMENT OBJECTIVES. The Atlanta
Fund must invest at least 75% of its portfolio in the Atlanta 50
Portfolio and is subject to other restrictions based on its
investment objectives and policies, as outlined above and
provided in the Atlanta Fund Prospectus. The Balanced Fund must
invest at least 30% of its portfolio in fixed-income
securities, and may not invest over 25% of its portfolio in
foreign issues. In addition, the Balanced Fund's portfolio must
reflect the general investment objectives and policies of the
fund, as outlined above and provided in the Balanced Fund
Prospectus.

SENIOR SECURITIES AND BORROWING MONEY. The Atlanta Fund may
not issue senior securities, although it may borrow money from
banks for temporary and emergency purposes. The Atlanta Fund
limits its borrowing to 5% of the value of the fund's total
assets. The Balanced Fund generally will not issue senior
securities, borrow money or pledge its assets, but may do so to
the extent permitted by the 1940 Act.

MAXIMUM HOLDINGS FOR ONE ISSUER. Neither the Atlanta Fund
nor the Balanced Fund may hold more than 10% of any class of
securities of a single issuer, and the Balanced Fund may not hold
more than 33.33% of the outstanding voting securities of a single
issuer.

MAXIMUM INVESTMENT IN ONE ISSUER. As a non-diversified
investment company, the Atlanta Fund may not invest more than
7.5.% of the value of its total assets in the securities of any
one issuer. As to 75% of its assets, the Balanced Fund may not
invest more than 5% of the value of its total assets in the
securities of any one issuer.

NEW ISSUERS. The Atlanta Fund may not invest in securities
of any issuer which has not been in operation for at least three
years (including predecessors), and the Balanced Fund may not
invest more than 5% of its total assets in issuers not in
operation for at least one year.

FOREIGN EXCHANGE. The Atlanta Fund may not buy or sell
foreign exchange. The Balanced Fund has no similar restriction.

ILLIQUID INVESTMENTS. The Atlanta Fund may not invest more
than 5% of the value of its total assets in illiquid investments
(including repurchase agreements with a maturity date over seven
days and other securities that are restricted or otherwise not
marketable). The Balanced Fund's restriction is 15%.

COMPARISON OF SHAREHOLDERS' RIGHTS

General Information and Qualifications. As a Massachusetts
business trust, the Balanced Fund is governed by the CornerCap
Fund's Declaration of Trust dated January 6, 1986, as amended
(the "CornerCap Funds Declaration"), its By-laws (the "the
CornerCap Funds By-laws"), and applicable Massachusetts law. In

20<PAGE>
some respects, its operations differ from those of the Atlanta
Fund, which is organized as a Georgia corporation, and is
governed by its Articles of Incorporation, dated December 17,
1991 as amended (the "Atlanta Fund Articles"), its By-laws (the
"Atlanta Fund By-laws"), and applicable Georgia law.
Shareholders of the Atlanta Fund entitled to authorize the
Reorganization may obtain a copy of the CornerCap Funds
Declaration and CornerCap Funds By-laws, without charge, upon
written request, or collect call to the CornerCap Funds or Atlanta
Fund.

The following information is only a summary of certain
characteristics of the operations of Atlanta Fund, its Articles
of Incorporation and By-laws, and Georgia law, and the operations
of the CornerCap Funds, its Declaration of Trust and By-laws, and
Massachusetts law. The following is not a complete description
of the documents or laws cited. Shareholders should refer to the
provisions of the Atlanta Fund Articles, the Atlanta Fund By-
laws, and Georgia law, and the CornerCap Funds Declaration, the
CornerCap Funds By-laws and Massachusetts law directly for a more
thorough description.

SHARES OF THE FUNDS. The CornerCap Funds has authorized an
unlimited number of shares of beneficial interest, with a par
value of $0.01 per share. The Atlanta Fund has authorized
capital of 500 million (500,000,000) shares of common stock, each
having no par value. The shares of each of the funds have no
preemptive or conversion rights.

VOTING REQUIREMENTS. The CornerCap Funds By-laws provide that
special meetings of shareholders shall be called upon the written
request of holders of not less than 10% of the then outstanding
shares of the fund. Similarly, the Atlanta Fund By-laws provide
that a special meeting of shareholders shall be called upon the
written request of shareholders representing not less than 10% of
the outstanding shares of the Atlanta Fund.

Amendments to the Atlanta Fund Articles must be recommended
by the Board of Directors and approved by the vote of
shareholders holding a majority of shares entitled to vote.
Amendments to the Atlanta Fund Bylaws may be made by the Board of
Directors or an affirmative vote of 80% of the outstanding shares
entitled to vote for Directors under the Bylaws. Any amendment
to the CornerCap Funds Declaration may be adopted by a majority
of the Trustees when authorized to do so by the vote of
shareholders holding a majority of the shares of the Balanced
Fund entitled to vote. Certain amendments to the CornerCap Funds
Declaration that do not adversely affect the rights of
shareholders may be approved by a majority of the Trustees, without
shareholder vote.

SHAREHOLDER MEETINGS. The CornerCap Funds is not required to hold
annual meetings of shareholders, but is required to hold meetings
of its shareholders for purposes of voting on certain matters as
required under the 1940 Act, including for the election of
Trustees. The Atlanta Fund is required under its By-laws and the
Georgia Code to hold an annual meeting of shareholders for the
election of Directors and the transaction of certain other
business matters as may be appropriate at such a meeting.

21<PAGE>
DIRECTORS AND TRUSTEES. The business of the Atlanta Fund, and
the business of the CornerCap Funds, is managed under the
direction of its Board of Directors and Board of Trustees,
respectively, which formulate the general policies of the funds
and meet periodically to review the investment performance of the
funds, monitor investment activities and practices and discuss
other matters affecting the funds. In addition, each Board, in
its discretion, declares what, if any, dividends are to be paid
by the funds and when they are to be paid.

The CornerCap Funds Bylaws provide that the Board of
Trustees sets the number of Trustees for the CornerCap Funds, and
that number may be any number between three and fifteen.
Currently, the CornerCap Funds has four Trustees. Each Trustee's
term of office is unlimited as to duration unless the Trustee
resigns, dies or is removed by the adoption of a resolution to
remove the Trustee by two-thirds of the Trustees not proposed for
removal or by vote of the shareholders of the fund holding not
less than a majority of the shares then outstanding cast in
person or by proxy at any meeting called for that purpose.
Trustee vacancies may be filled by the Trustees remaining in
office.

The Atlanta Fund Articles set the number of Directors for
the fund at five (5), and authorizes that the number of Directors
may be increased, but not decreased, by an affirmative vote of
80% of the shares of the Atlanta Fund entitled to vote for
election of Directors. The Atlanta Fund Directors are elected to
serve for three year terms, and Directors' terms are staggered.
Each Director serves his entire term unless removed by death,
resignation, retirement, or an affirmative vote of 80% of the
shares outstanding entitled to vote on election of Directors.

SHAREHOLDER LIABILITY. Under Massachusetts law, shareholders of
the Balanced Fund could, under certain circumstances, be held
personally liable for the obligations of the CornerCap Funds.
However, the CornerCap Funds Declaration disclaims shareholder
liability for acts or obligations of the CornerCap Funds and
requires that notice of such disclaimer be given in each
agreement, obligation, or instrument entered into or executed by
the CornerCap Funds or the Trustees. The CornerCap Funds
Declaration provides for indemnification out of trust property
for all losses and expenses of any shareholder held personally
liable for the obligations of the CornerCap Funds. Thus, the
risk of a shareholder incurring financial loss on account of
shareholder liability is considered remote since it is limited to
circumstances in which a disclaimer is inoperative and the
CornerCap Funds itself would be unable to meet its obligations.

Under Georgia law, shareholders of the Atlanta Fund holding
shares of the corporation are only subject to liability for the
obligations of the corporation to the extent of their investment
therein.

LIABILITY OF DIRECTORS AND TRUSTEES. Under the CornerCap Funds
Declaration, a Trustee or an officer will be personally liable
only for his own willful misfeasance, criminal acts, bad faith,
gross negligence or reckless disregard of the duties involved in
the conduct of his office. Under the CornerCap Funds
Declaration, Trustees and officers will be indemnified for the
expenses of litigation against them unless it is determined that

22<PAGE>
the person did not act in good faith in the reasonable belief
that the person's action was in the best interests of the
CornerCap Funds or if his conduct is determined to constitute
willful misfeasance, bad faith, gross negligence or reckless
disregard of his duties. The CornerCap Funds may also advance
money for these expenses provided that the Trustee or officer
undertakes to repay the CornerCap Funds if his conduct is later
determined to preclude indemnification.

The Atlanta Fund Articles provide that the Directors and
officers shall be indemnified to the fullest extent possible
under Georgia law. Georgia law provides that, in addition to any
other liability imposed by law, the Directors of Atlanta Fund may
be liable to Atlanta Fund for voting or assenting to the
declaration of any dividend or other distribution of assets to
shareholders which is contrary to Georgia law.

In the event of any litigation against the Directors or
officers of the Atlanta Fund, Georgia law permits the Atlanta
Fund to indemnify a Director or officer unless it is proved that
(i) the act or omission of the Director or officer was material
to the cause of action adjudicated in the proceeding and was
committed in bad faith or with active and deliberate dishonesty,
(ii) the Director or officer actually received an improper
personal benefit in money, property or services, or (iii) in the
case of a criminal proceeding, the Director or officer had
reasonable cause to believe that the act or omission was
unlawful.

RIGHTS OF INSPECTION. Subject to reasonable regulations of the
Trustees as to time, place, manner and extent, CornerCap Funds
shareholders have the right to inspect the records, accounts and
books of the CornerCap Funds for any legitimate business purpose
as provided by Massachusetts law. Under the Georgia Code, the
Atlanta Fund shareholders have automatic rights of inspection for
the Atlanta Fund Articles, the Atlanta Fund Bylaws, certain types
of resolutions of the shareholders or Board of Directors, all
shareholder communications and shareholder meeting minute books
for any three year period, and are entitled to inspect other
records, accounts and books of the Atlanta Fund for any
legitimate business purpose as provided by Georgia law.

ADDITIONAL INFORMATION ABOUT THE BALANCED FUND

Additional information concerning the operation and
management of the Balanced Fund is incorporated herein by
reference from the Balanced Fund Prospectus and Statement of
Additional Information dated December 6, 1996, which have been
filed with the Securities and Exchange Commission. A copy of the
Balanced Fund Prospectus is included herewith and the Balanced
Fund Statement of Additional Information is available upon
request and without charge by calling collect (404) 240-0666.
Reports and other information filed by the Balanced Fund,
including charter documents, can be inspected and copied at the
Public Reference Facilities maintain by the Securities and
Exchange Commission, located at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of such material can also be
obtained from the Public Reference Branch, Office of Consumer
Affairs and Information Services, Securities and Exchange
Commission, Washington, D.C. 20549 at prescribed rates or by
calling the Balanced Fund.

23<PAGE>
ADDITIONAL INFORMATION ABOUT THE ATLANTA FUND

Additional information concerning the operation and
management of the Atlanta Fund is incorporated herein by
reference from the Atlanta Fund Prospectus and Statement of
Additional Information of the Atlanta Fund dated October 10,
1996, which have been filed with the Securities and Exchange
Commission. A copy of the Atlanta Fund Prospectus and Statement
of Additional Information is available upon request and without
charge by calling (800) 899-4742. Reports and other information
filed by the Atlanta Fund, including charter documents, can be
inspected and copied at the Public Reference Facilities maintain
by the Securities and Exchange Commission, located at 450 Fifth
Street, N.W., Washington, D.C. 20549. Copies of such material
can also be obtained from the Public Reference Branch, Office of
Consumer Affairs and Information Services, Securities and
Exchange Commission, Washington, D.C. 20549 at prescribed rates
or by calling the Atlanta Fund.

VOTING INFORMATION

GENERAL. Proxies of the shareholders of Atlanta Fund are being
solicited by the Board of Directors of the Atlanta Fund.
Approval of the Agreement and the Reorganization will require the
affirmative consent of the holders of a majority of the Atlanta
Fund's outstanding voting securities. Abstentions will have the
effect of no' votes for purposes of the Proposal. Proxies are
to be solicited by mail. Additional solicitation may be made by
telephone, telegraph or personal contact by officers, employees
or agents of the Atlanta Fund and Balanced Fund and their
affiliates. Proxies may only be revoked in accordance with
applicable state law.

APPRAISAL RIGHTS. Pursuant to Section 14-2-1302 of the Georgia
Business Corporation Code (the "Georgia Code"), an Atlanta Fund
shareholder who objects to the Reorganization has the right to
demand payment of the fair value of his shares immediately before
the effectuation of the reorganization, excluding any
appreciation or depreciation as a result of the Reorganization.
To secure this right, the Georgia Code requires that a
shareholder deliver to the Atlanta Fund a written objection to
the Reorganization prior to the shareholder vote. The objecting
shareholder will lose his statutory dissenter's rights in the
event he votes in favor of the Reorganization. A proxy vote
against the Reorganization will not constitute the written
objection required by the Georgia Code. Following the
shareholders' authorization of the Reorganization, the Atlanta
Fund is required to give written notice of the approval of the
Reorganization to the objecting shareholder. Within the time
period specified in the Atlanta Fund's notification, the
objecting shareholder must demand payment for the fair value of
his shares and deposit his share certificates, if any, with the
Atlanta Fund. Within 10 days of the later of the date the
Reorganization is effected or the receipt of the payment demand,
the Atlanta Fund shall offer to pay the objecting shareholder the
amount of the Atlanta Fund estimates to be the fair value of his
shares, plus accrued interest. If the objecting shareholder
believes that the amount offered is less than the fair value of
his shares or that the interest due has been incorrectly
calculated, he may notify the Atlanta Fund in writing of his own
estimate of the fair value of his shares and interest due. The

24<PAGE>
objecting shareholder will waive his right to demand payment for
the fair value of his shares, plus accrued interest, if he does
not notify the Atlanta Fund within 30 days after the Atlanta Fund
offered payment for his shares.

The discussion above is intended to summarize the necessary
procedures under Georgia law for a shareholder to exercise his
dissenter's right. Shareholders wishing to exercise their
dissenter's rights should consult the Georgia Code directly and
obtain the advice of legal counsel. See Exhibit B for Sections
14-2-1301 through 14-2-1332 of the Georgia Code.

The Securities and Exchange Commission's Division of
Investment Management has taken the position in Investment
Company Act Release No. 8752 (April 10, 1975) that adherence to
the dissenter's rights of the valuation procedures under the
Georgia Code would constitute a violation of the 1940 Act and
Rule 22c-1 promulgated thereunder (the "forward pricing" rule
which, in substance, prohibits a registered investment company
from redeeming its shares except at a price based on the net
asset value of such shares next computed after such shares have
been tendered for redemption) and that Rule 22c-1 supersedes
contrary provisions of state statutes. Under the terms of the
Agreement, the Balanced Fund will assume the Atlanta Fund's
obligations, if any, with respect to statutory rights of
appraisal. In the event that any shareholder elects to exercise
his statutory rights of appraisal under the Georgia Code, it is
the Balanced Fund's present intention to petition a court of
competent jurisdiction to determine whether the valuation
procedures connected with such rights of appraisal have been
superseded by the provisions of Rule 22c-1. In such event, a
dissenting shareholder may not receive any payment until
disposition of any such court proceeding.

For federal income tax purposes, dissenting shareholders
obtaining payment for their shares will recognize gain or loss
measured by the difference between any such payment and the tax
basis for their shares. Shareholders are advised to consult
their personal tax advisors as to the tax consequences of
dissenting.

Record Date and Securities Outstanding. Shareholders of the
Atlanta Fund of record at the close of business on November 30,
1996 (the "Record Date") will be entitled to authorize approval
of the Agreement and the Reorganization. Shareholders are
entitled to one vote for each share held and fractional votes for
fractional shares held. As of November 22, 1996, as shown on the
books of the Atlanta Fund, there were issued and outstanding
384,505.803 shares of common stock. The approval of the
shareholders of the Balanced Fund are not being solicited, since
their approval is not necessary for the Reorganization to take
place.

Five Percent Owners. The Balanced Fund has not yet commenced
active operations and has no shareholders. No person owns of
record or beneficially 5% or more of the Atlanta Fund's
outstanding shares.

Other Business. The Directors of the Atlanta Fund know of no
other business to be brought before the Meeting. However, if any
other matters properly come before the Meeting, proxies will be
voted in accordance with the judgment of the proxies.

25
<PAGE>
FINANCIAL STATEMENTS AND EXPERTS

The financial statements of the Atlanta Fund contained in
the Atlanta Fund's annual report to shareholders for the fiscal
year ended May 31, 1996, included in the Atlanta Fund's Statement
of Addition of Information and incorporated by reference herein,
have been included and incorporated herein in reliance on the
report of Coopers & Lybrand, L.L.P., independent certified public
accountants. No financial information of the Balanced Fund is
included or incorporated by reference herein as such Fund has not
yet begun operations. The Balanced Fund will begin operations on
the Closing Date and its financial statements for its fiscal year
ending March 31, 1997 are expected to be audited by Tait, Weller
& Baker, certified public accountants.

LEGAL MATTERS

Certain legal matters concerning the issuance of shares of
the Balanced Fund will be passed upon by Kilpatrick & Cody,
L.L.P., which firm will also render an opinion as to certain
Federal income tax consequences of the Reorganization.

<PAGE>
EXHIBIT A

AGREEMENT
AND
PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement")
is made as of the 22nd day of November, 1996, by and among the
CORNERCAP BALANCED FUND (the "Acquiring Fund"), a series of The
CornerCap Group of Funds (the "CornerCap Funds"), a Massachusetts
business trust with its principal place of business at 100
Northcreek, Suite 250, 3715 Northside Parkway, N.W., Atlanta,
Georgia 30327, and THE ATLANTA GROWTH FUND, INC. (the "Acquired
Fund"), a Georgia corporation with its principal place of
business at 1100 Peachtree Street, N.E., Suite 1661, Atlanta,
Georgia 30309.

PREAMBLE

This Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Section
368(a) of the United States Internal Revenue Code of 1986, as
amended (the "Code"). The reorganization (the "Reorganization")
will consist of the transfer of all or substantially all of the
assets of the Acquired Fund to the Acquiring Fund in exchange
solely for shares of common stock, $0.01 par value per share, of
the Acquiring Fund (the "Acquiring Fund Shares"), the assumption
by the Acquiring Fund of certain identified liabilities of the
Acquired Fund, and the distribution of the Acquiring Fund Shares
to the shareholders of the Acquired Fund in complete liquidation
of the Acquired Fund as provided herein, all upon the terms and
conditions hereinafter set forth in this Agreement.

WITNESSETH

WHEREAS, the CornerCap Funds is an open-end, registered
investment company of the management type; and

WHEREAS, the CornerCap Funds is authorized to issue its
shares of common stock in separate series, including the
Acquiring Fund, each of which series maintains a separate and
distinct portfolio of assets; and

WHEREAS, the Acquiring Fund is a new series of the CornerCap
Funds organized for the purpose of consummating the
Reorganization; and

WHEREAS, the Board of Trustees of the CornerCap Funds, on
behalf of and the Acquiring Fund, has determined that the
exchange of all or substantially all of the assets of the
Acquired Fund for Acquiring Fund Shares, the assumption of
certain identified liabilities of the Acquired Fund by the
Acquiring Fund and the consummation of the Reorganization
pursuant to this Agreement is in the best interests of the
Acquiring Fund; and

1
<PAGE>
WHEREAS, the Board of Directors of the Acquired Fund has
determined that the exchange of all or substantially all of the
assets of the Acquired Fund for Acquiring Fund Shares, the
assumption of certain identified liabilities of the Acquired Fund
by the Acquiring Fund and the consummation of the Reorganization
pursuant to this Agreement is in the best interests of the
Acquired Fund and its shareholders;

NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements hereinafter set forth, and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto covenant and agree as
follows:

1. TRANSFER OF ASSETS IN EXCHANGE FOR SHARES, THE ASSUMPTION OF
CERTAIN LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED
FUND.

1.1 TRANSFER OF ASSETS; DELIVERY OF ACQUIRING FUND SHARES.
Subject to the terms and conditions set forth herein and on the
basis of the representations and warranties contained herein, the
Acquired Fund agrees to transfer all of the Acquired Fund's
assets, as set forth in Section 1.2, to the Acquiring Fund, the
Acquiring Fund agrees in exchange therefor (i) to deliver to the
Acquired Fund the number of Acquiring Fund Shares, including
fractional Acquiring Fund Shares, determined by dividing the
value of the Acquired Fund's net assets computed in the manner
and as of the time and date set forth in Section 2.1 by the net
asset value of one Acquiring Fund Share computed in the manner
and as of the time and date set forth in Section 2.2; and (ii) to
assume certain identified liabilities of the Acquired Fund, as
set forth in Section 1.3. Such transactions shall take place at
the closing provided for in Section 3 (the "Closing").

1.2 ASSETS OF ACQUIRED FUND. The assets of the Acquired
Fund to be acquired by the Acquiring Fund consist of all
property, including, without limitation, all cash, cash
equivalents, securities, commodities and futures interests and
dividends or interest receivables, claims and rights of action,
rights to register shares under applicable securities laws, and
books and records, which are owned by the Acquired Fund and any
deferred or prepaid expenses shown as assets on the books of the
Acquired Fund on the Closing Date (as defined in Section 3).

1.3 DISCHARGE OR ASSUMPTION OF LIABILITIES. Acquired Fund
will continue to discharge all of its known liabilities and
obligations in the ordinary course of business consistent with
past payment practices prior to the Closing Date, including,
without limitation, all liabilities, expenses, costs, charges and
reserves (expected to include expenses incurred in the ordinary
course of the Acquired Fund's operations such as accounts payable
relating to custodian and transfer agency fees, legal and audit
fees, and expenses of state securities registration of the
Acquired Fund's shares. An unaudited statement of assets and
liabilities of the Acquired Fund shall be prepared by the
Acquired Fund's administrator, PFPC, Inc. Coopers & Lybrand,
L.L.P. will perform certain agreed upon procedures on the

2
<PAGE>
unaudited financial statements as of the Valuation Date to assist
management of the Acquired Fund in determining the reasonableness
of final expense accruals and distributions, as of the Valuation
Date (as defined in Section 2.1). The unaudited statements of
assets and liabilities of the Acquired Fund shall also be
reviewed by the Acquiring Fund's auditors and be reasonably
satisfactory to them. The Acquiring Fund shall assume only those
liabilities of the Acquired Fund reflected on that unaudited
statement of assets and liabilities and shall not assume any
other liabilities except as otherwise provided herein.

1.4 DISTRIBUTION OF ACQUIRING FUND SHARES; LIQUIDATION OF
ACQUIRED FUND. Immediately after the transfer of assets provided
for in Section 1.1, the Acquired Fund will distribute pro rata to
the Acquired Fund's shareholders of record, determined as of
immediately after the close of business on the Closing Date (the
"Acquired Fund Shareholders"), the Acquiring Fund Shares received
by the Acquired Fund pursuant to Section 1.1 and will completely
liquidate. Acquired Fund shall take any further actions in
connection with its liquidation as required by applicable law.
Such distribution and liquidation will be accomplished by the
transfer of the Acquiring Fund Shares then credited to the
account of the Acquired Fund on the books of the Acquiring Fund
to open accounts on the share records of the Acquiring Fund in
the names of the Acquired Fund Shareholders. The aggregate net
asset value of Acquiring Fund Shares to be so credited to
Acquired Fund Shareholders shall be equal to the aggregate net
asset value of the Acquired Fund shares owned by such
shareholders as of immediately after the close of business on the
Valuation Date. All issued and outstanding shares of the
Acquired Fund will simultaneously be canceled on the books of the
Acquired Fund, although share certificates representing interests
in the Acquired Fund will represent a number of Acquiring Fund
Shares after the Closing Date as determined in accordance with
Section 2.3. The Acquiring Fund will not issue certificates
representing the Acquiring Fund Shares in connection with such
exchange except upon request by a shareholder of the Acquired
Fund.

1.5 SHARE TRANSFER RECORDS. Ownership of Acquiring Fund
Shares will be shown on the share transfer books of the Acquiring
Fund. Shares of the Acquiring Fund will be issued in the manner
described in the Acquiring Fund's then-current prospectus and
statement of additional information.

2. VALUATION.

2.1 METHOD OF VALUATION. The value of the Acquired Fund's
assets to be acquired by the Acquiring Fund hereunder will be the
value of such assets computed as of the normal close of business
of the New York Stock Exchange on the day of the meeting of
Acquired Fund Shareholders held for the purpose of voting on the
Reorganization (such time and date being hereinafter called the
"Valuation Date"), using the valuation procedures set forth in
the Acquiring Fund's then-current prospectus or statement of
additional information. If, immediately before the Valuation
Date, (a) the NYSE is closed to trading or trading thereon is
restricted or (b) trading or the reporting of trading on the NYSE

3
<PAGE>
or elsewhere is disrupted, so that accurate appraisal of the net
asset value of Acquired Fund and the net asset value per
Acquiring Fund Share is impracticable, the Valuation Date will be
postponed until the first business day after the day when such
trading has been fully resumed and such reporting has been
restored.

2.2 NET ASSET VALUE PER SHARE. The net asset value of an
Acquiring Fund Share will be the net asset value per share of the
Acquiring Fund computed immediately after the close of business
of the New York Stock Exchange on the Valuation Date, using the
valuation procedures set forth in the Acquiring Fund's then-
current prospectus or statement of additional information.

2.3 ISSUANCE OF ACQUIRING FUND SHARES. The number of the
Acquiring Fund Shares to be issued (including fractional shares,
if any) in exchange for the Acquired Fund's assets will be
determined by dividing the value of the net assets of the
Acquired Fund determined using the same valuation procedures
referred to in Section 2.1 by the net asset value of an Acquiring
Fund Share determined in accordance with Section 2.2.

2.4 VALUATION. All computations of value with respect to
the Acquiring Fund will be made by such pricing and accounting
services agent as the Acquiring Fund may designate in its
reasonable discretion, subject to the Acquired Fund's right to
review such calculations to ensure their accuracy.

3. CLOSING.

The Closing of the transactions will occur three days after
the Valuation Date or such later date as the parties may agree in
writing (the "Closing Date"). All acts taking place at the
Closing will be deemed to take place simultaneously immediately
before the start of business on the Closing Date unless otherwise
agreed to by the parties in writing. The start of business on
the Closing Date will be as of 9:00 a.m., New York time. The
Closing will be held at the offices of Kilpatrick & Cody, L.L.P.,
1100 Peachtree Street, Atlanta, Georgia or at such other place
and time as the parties shall mutually agree.

4. ADDITIONAL AGREEMENTS.

4.1 CERTIFICATE OF CUSTODIAN. Wachovia Bank of North
Carolina, as custodian for the Acquiring Fund (the "Custodian")
will deliver at the Closing a certificate of an authorized
officer stating that: (a) the Acquired Fund's portfolio
securities, cash, and any other assets have been delivered in
proper form to the Acquiring Fund; and (b) all necessary taxes
including, without limitation all applicable federal and state
stock transfer stamps, if any, have been paid, or provision for
payment has been made, in conjunction with the delivery of
portfolio securities.

4.2 DELIVERY OF SHARE TRANSFER RECORDS. Provident
Financial Processing Corporation (the "Transfer Agent"), on
behalf of the Acquired Fund will deliver at the Closing a
certificate of an authorized officer stating that its records
contain the names and addresses of the Acquired Fund Shareholders
and the number and percentage ownership of outstanding shares
owned by each such shareholder immediately prior to the Closing.

4<PAGE>
4.3 CONFIRMATION OF ACQUIRING FUND. The Acquiring Fund
shall issue and deliver a confirmation evidencing the Acquiring
Fund Shares to be credited on the Closing Date to the Acquired
Fund or provide evidence satisfactory to the Acquired Fund that
such Acquiring Fund Shares have been credited to the Acquired
Fund's account on the books of the Acquiring Fund.

4.4 ADDITIONAL DOCUMENTS. Each party shall deliver to the
other such bills of sale, checks, assignments, share
certificates, if any, receipts or other documents as such other
party or its counsel may reasonably request.

5. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED FUND.

To induce the CornerCap Funds and the Acquiring Fund to
enter into this Agreement, the Acquired Fund represents and
warrants to the Acquiring Fund as follows:

5.1 ORGANIZATION. The Acquired Fund is a corporation duly
organized, validly existing and in good standing under the laws
of the State of Georgia.

5.2 REGISTRATIONS. The Acquired Fund is an open-end, non-
diversified investment company duly registered under the
Investment Company Act of 1940 (the "1940 Act") and, with respect
to its shares, under the Securities Act of 1933, (the "1933 Act")
and such registrations are in full force and effect.

5.3 NO INCONSISTENT OBLIGATIONS. The Acquired Fund is not,
and the execution, delivery and performance of this Agreement
will not result, in a material violation of its Articles of
Incorporation or By-laws or of any agreement, indenture,
instrument, contract, lease or other undertaking to which the
Acquired Fund is a party or by which it is bound.

5.4 MATERIAL CONTRACTS. The Acquired Fund has no material
contracts or other commitments (other than this Agreement) which
will be terminated with liability to it prior or subsequent to
the Closing Date.

5.5 LITIGATION; CONTINGENCIES. No material litigation or
administrative proceeding or, to the knowledge of the Acquired
Fund, investigation of or before any court or governmental body
is presently pending or, to its knowledge threatened, against the
Acquired Fund or any properties or assets held by it. The
Acquired Fund knows of no facts which might form the basis for
the institution of such proceedings and is not a party to or
subject to the provisions of any order, decree or judgment of any
court or governmental body that materially and adversely affects
its business or its ability to consummate the transactions
contemplated herein.

5.6 STATEMENT OF ASSETS AND LIABILITIES. The Statement of
Assets and Liabilities of the Acquired Fund at May 31, 1996, has
been audited by Coopers & Lybrand, L.L.P., independent certified
public accountants, and is in accordance with generally accepted

5<PAGE>
accounting principles consistently applied. A copy of such
statement has been furnished to the CornerCap Funds and the
Acquiring Fund.

5.7 NO ADVERSE CHANGES. Since May 31, 1996, there has not
been any material adverse change in the Acquired Fund's financial
condition, assets, liabilities or business other than changes
occurring in the ordinary course of business, or any incurrence
by the Acquired Fund of indebtedness maturing more than one year
from the date that such indebtedness was incurred, except as
otherwise disclosed to and accepted by the CornerCap Funds and
the Acquiring Fund. For the purposes of this Section 5.7, a
decline in net asset value per share of the Acquired Fund, the
discharge of Acquired Fund liabilities, or the redemption of
Acquired Fund shares by Acquired Fund Shareholders do not
constitute a material adverse change.

5.8 TAXES. At the Closing Date, all material Federal and
other tax returns and reports of the Acquired Fund required by
law to have been filed by such date will have been filed and are
or will be correct, and all Federal and other taxes shown as due
or required to be shown as due on said returns and reports will
have been paid or provision will have been made for the payment
thereof, and, to the best of the Acquired Fund's knowledge, no
such return is currently under audit and no assessment has been
asserted with respect to such returns. For each taxable year of
its operation, the Acquired Fund has met the requirements of
Subchapter M of the Code for qualification as a regulated
investment company and has elected to be treated as such.

5.9 CAPITALIZATION. The authorized capital stock of the
Acquired Fund consists of 500,000,000 shares of common stock, no
par value per share, of which 384,505.803 shares are issued
and outstanding as of the date of this Agreement. All issued and
outstanding shares of the Acquired Fund are, and at the Closing
Date will be, duly and validly issued and outstanding, fully paid
and non-assessable. All of the issued and outstanding shares of
the Acquired Fund will, at the time of Closing, be held by the
persons and in the amounts set forth in the records of the
Transfer Agent, as provided in Section 4.2. The Acquired Fund
does not have outstanding any options, warrants or other rights
to subscribe for or purchase any of the Acquired Fund shares, nor
is there outstanding any security convertible into any of the
Acquired Fund shares.

5.10 TITLE TO ASSETS. At the Closing Date, the Acquired Fund
will have good and marketable title to the Acquired Fund's assets
to be transferred to the Acquiring Fund pursuant to Section 1.2,
subject to the shareholder approval referred to in Section 10.1,
and full right, power, and authority to sell, assign, transfer
and deliver such assets under this Agreement, and upon delivery
and payment for such assets, the Acquiring Fund will acquire good
and marketable title thereto, subject to no restrictions on the
full transfer thereof, other than as disclosed to the Acquiring
Fund.

5.11 AUTHORITY. The execution, delivery and performance of
this Agreement has been duly authorized prior to the Closing Date
by all necessary action on the part of the Acquired Fund's Board
of Directors, and, subject to the approval of the Acquired Fund's
Shareholders, this Agreement will constitute a valid and binding

6<PAGE>
obligation of the Acquired Fund, enforceable in accordance with
its terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or
affecting creditors' rights and to general equity principles.

5.12 COMPLIANCE WITH SECURITIES LAWS. The information to be
furnished by the Acquired Fund for use in registration
statements, proxy materials and other documents which may be
necessary in connection with the transactions contemplated hereby
will be accurate and complete in all material respects and will
comply in all material respects with Federal securities and other
laws and regulations thereunder applicable thereto. The proxy
statement of the Acquired Fund (the "Proxy Statement") to be
included in the Registration Statement referred to in Section 7.6
will, on the effective date of the Registration Statement and on
the Closing Date, not contain any untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of
the circumstances under which such statements are made, not
materially misleading, provided that no representation or
warranty is made with respect to information that is supplied by
the Acquiring Fund.

6. REPRESENTATIONS AND WARRANTIES OF THE CORNERCAP FUNDS AND
THE ACQUIRING FUND.

To induce the Acquired fund to enter into and perform this
Agreement, the CornerCap Funds, on behalf of Acquiring Fund,
represents and warrants to the Acquired Fund as follows:

6.1 ORGANIZATION. The CornerCap Funds is a business trust
duly organized, validly existing and in good standing under the
laws of the Commonwealth of Massachusetts.

6.2 REGISTRATIONS. The CornerCap Funds is a
registered open-end investment company and its registration with
the Securities and Exchange Commission (the "Commission") as an
investment company with respect to each series of shares it
currently offers under the 1940 Act, and the registration of such
shares under the 1933 Act, are in full force and effect. A post-
effective amendment to the CornerCap Funds' Registration
Statement on Form N-1A was filed on September 13, 1996 adding the
Acquired Fund to the CornerCap Funds' Registration Statement on
Form N-1A. Such post-effective amendment is expected to be
declared effective on or before the effective date of the
Registration Statement on Form N-14 referred to in Section 7.6
hereof.

6.3 PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION.
The current prospectus and statement of additional information of
the CornerCap Funds conform in all material respects to the
applicable requirements of the 1933 Act and the 1940 Act and the
rules and regulations of the Securities and Exchange Commission
(the "Commission") thereunder and do not include any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were
made, not materially misleading.

6.4 TITLE TO ASSETS. At the Closing Date, the Acquiring
Fund will have good and marketable title to the Acquiring Fund's
assets.

7<PAGE>
6.5 NO INCONSISTENT OBLIGATIONS. The Acquiring Fund is
not, and the execution, delivery and performance of this
Agreement will not result, in a material violation of the
Declaration of Trust or By-laws of the CornerCap Funds or the
Acquiring Fund or of any agreement, indenture, instrument,
contract, lease or other undertaking to which the Acquiring Fund
or the CornerCap Funds is a party or by which either is bound.

6.6 LITIGATION; CONTINGENCIES. No material litigation or
administrative proceeding or investigation of or before any court
or governmental body is presently pending or threatened against
the CornerCap Funds, the Acquiring Fund or any of its properties
or assets. Neither the CornerCap Funds nor the Acquiring Fund
knows of any facts which might form the basis for the institution
of such proceedings against the CornerCap Funds or the Acquiring
Fund, and neither the CornerCap Funds nor the Acquiring Fund is a
party to or subject to the provisions of any order, decree or
judgment of any court or governmental body which materially and
adversely affects its business or its ability to consummate the
transactions herein contemplated.

6.7 CAPITALIZATION. (a) The authorized capital stock of
the Acquiring Fund consists of an unlimited number of shares of
beneficial interest, $0.01 par value per share, of which none are
issued and outstanding as of the date of this Agreement. The
Acquiring Fund does not have outstanding any options, warrants or
other rights to subscribe for or purchase any Acquiring Fund
Shares, except as provided for in this Agreement, nor is there
outstanding any security convertible into any Acquiring Fund
Shares.

(b) The Acquiring Fund Shares to be issued and delivered to
the Acquired Fund, for the account of the Acquired Fund
Shareholders, pursuant to the terms of this Agreement will, at
the Closing Date, have been duly authorized and, when so issued
and delivered, will be duly and validly issued Acquiring Fund
Shares, and will be fully paid and non-assessable.

6.8 AUTHORITY. The execution, delivery and performance of
this Agreement has been duly authorized prior to the Closing Date
by all necessary action, if any, on the part of the Trustees of
the CornerCap Funds, as issuer of the Acquiring Fund, and this
Agreement will constitute a valid and binding obligation of the
Acquiring Fund enforceable in accordance with its terms, subject
as to enforcement, to bankruptcy, insolvency, reorganization,
moratorium and other laws relating to or affecting creditors'
rights and to general equity principles.

6.9 NO ADVERSE CHANGES. Since March 31, 1996, there has
not been any material adverse change in the Acquiring Fund's
financial condition, assets, liabilities or business other than
changes occurring in the ordinary course of business, or any
incurrence by the Acquiring Fund of indebtedness maturing more
than one year from the date that such indebtedness was incurred.
For the purposes of this Section 6.9, a decline in net asset
value per share of the Acquiring Fund, the discharge of Acquiring
Fund liabilities, or the redemption of Acquiring Fund shares by
Acquiring Fund Shareholders do not constitute a material adverse
change.

6.10 TAXES. At the Closing Date, all material Federal and
other tax returns and reports of the Acquiring Fund required by

8<PAGE>
law to have been filed by such date will have been filed and are
or will be correct, and all Federal and other taxes shown as due
or required to be shown as due on said returns and reports will
have been paid or provision will have been made for the payment
thereof, and, to the best of the Acquiring Fund's knowledge, no
such return is currently under audit and no assessment has been
asserted with respect to such returns. For each taxable year of
its operation, the Acquiring Fund has met the requirements of
Subchapter M of the Code for qualification as a regulated
investment company and has elected to be treated as such.

6.11 COMPLIANCE WITH SECURITIES LAWS. The information to be
furnished by the CornerCap Funds and the Acquiring Fund for use
in registration statements, proxy materials and other documents
which may be necessary in connection with the transactions
contemplated hereby shall be accurate and complete in all
material respects and shall comply in all material respects with
Federal securities and other laws and regulations applicable
thereto. The Registration Statement, insofar as it relates to
the Acquiring Fund, will, on the effective date of the
Registration Statement and on the Closing Date, not contain any
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which
such statements were made, not materially misleading, provided
that no representation or warranty is made with respect to
information about the Acquired Fund included in such Registration
Statement or information supplied by the Acquired Fund.

7. COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND.

7.1 BUSINESS IN ORDINARY COURSE. The Acquiring Fund and
the Acquired Fund each will operate its business in the ordinary
course between the date hereof and the Closing Date, it being
understood that such ordinary course of business will include the
declaration and payment of customary dividends and distributions,
and any other distributions that may be advisable.

7.2 ACQUIRED FUND SHAREHOLDERS' MEETING. The Acquired Fund
will call a meeting of the Acquired Fund Shareholders to consider
and act upon this Agreement and to take all other action
reasonably necessary to obtain approval of the transactions
contemplated herein.

7.3 NO DISTRIBUTION OF ACQUIRING FUND SHARES. The Acquired
Fund covenants that the Acquiring Fund Shares to be issued
hereunder are not being acquired for the purpose of making any
distribution thereof other than in accordance with the terms of
this Agreement.

7.4 BENEFICIAL OWNERSHIP OF ACQUIRED FUND SHARES. The
Acquired Fund will assist the Acquiring Fund in obtaining such
information as the Acquiring Fund reasonably requests concerning
the beneficial ownership of the Acquired Fund Shares.

7.5 EFFORTS TO CONSUMMATE. Subject to the provisions of
this Agreement, the Acquiring Fund and the Acquired Fund will
each take, or cause to be taken, all actions, and do or cause to
be done, all things reasonably necessary, proper or advisable to
consummate and make effective the transactions contemplated by
this Agreement.

9<PAGE>
7.6 COOPERATION. The Acquired Fund will provide the
Acquiring Fund with information necessary for the preparation of
a prospectus (the "Prospectus") which will include the Proxy
Statement, referred to in Section 5.12, all to be included in a
Registration Statement on Form N-14 of the Acquiring Fund (the
"Registration Statement"), in compliance with the 1933 Act, the
Securities Exchange Act of 1934 (the "1934 Act") and the 1940 Act
in connection with the meeting of the Acquired Fund Shareholders
to consider approval of this Agreement and the transactions
contemplated herein.

7.7 APPROVALS AND AUTHORIZATION. The Acquiring Fund will
use all reasonable efforts to obtain the approvals and
authorizations required by the 1933 Act, the 1940 Act and such of
the state blue sky or securities laws as may be necessary in
order to continue its operations after the Closing Date.

8. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND.

The obligations of the Acquired Fund to consummate the
transactions provided for herein are subject, at its election, to
the performance by the Acquiring Fund of all the obligations to
be performed by it hereunder on or before the Closing Date, and,
in addition thereto, the following further conditions.

8.1 REPRESENTATIONS AND WARRANTIES. All representations
and warranties of the CornerCap Funds, on behalf of the Acquiring
Fund, contained in this Agreement will be true and correct in all
material respects as of the date hereof and, except as they may
be affected by the transactions contemplated by this Agreement,
as of the Closing Date with the same force and effect as if made
on and as of the Closing Date.

8.2 OFFICERS' CERTIFICATE. The Acquiring Fund will have
delivered to the Acquired Fund a certificate executed in its name
by its President and Treasurer in a form reasonably satisfactory
to the Acquired Fund and dated as of the Closing Date, to the
effect that the representations and warranties of the Acquiring
Fund made in this Agreement are true and correct at and as of the
Closing Date, except as they may be affected by the transactions
contemplated by this Agreement and as to such other matters as
the Acquired Fund shall reasonably request.

8.3 LEGAL OPINION. The Acquired Fund will have received on
the Closing Date the opinion of Kilpatrick & Cody, L.L.P.,
counsel to the Acquiring Fund, in a form reasonably satisfactory
to the Acquired Fund, and dated as of the Closing Date,
concerning the following matters:

(a) The CornerCap Funds has been duly formed as a business
trust and is validly existing and in good standing under the laws
of the Commonwealth of Massachusetts; (b) the Acquiring Fund has
the power to carry on its business as presently conducted; (c)
this Agreement has been duly authorized, executed and delivered
by the CornerCap Funds and the Acquiring Fund and constitutes a
valid and legally binding obligation of the CornerCap Funds and
of the Acquiring Fund enforceable against the CornerCap Funds and
the Acquiring Fund in accordance with its terms, subject to

10<PAGE>
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and laws of general applicability relating to or
affecting creditors' rights and to general equity principles; (d)
the execution and delivery of the Agreement did not, and the
exchange of the Acquired Fund's assets for shares of the
Acquiring Fund pursuant to the Agreement will not, violate the
Declaration of Trust or By-laws of the CornerCap Funds or result
in a default under or breach of any of the agreements filed as
exhibits to (or incorporated by reference in) the CornerCap
Funds' most recent post-effective amendment of its registration
statement on Form N-1A; (e) to the knowledge of such counsel, all
regulatory consents, authorizations, approvals or filings
required to be obtained or made by the CornerCap Funds or the
Acquiring Fund under the Federal laws of the United States, the
State of Georgia or the Commonwealth of Massachusetts for the
exchange of the Acquired Fund's assets for shares of the
Acquiring Fund, pursuant to the Agreement have been obtained or
made; and (f) the shares of the Acquiring Fund to be distributed
to Acquired Fund stockholders under this Agreement, assuming due
authorization and delivery as contemplated by this Agreement,
will be validly issued and outstanding and fully paid and non-
assessable.

9. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE CORNERCAP FUNDS
AND THE ACQUIRING FUND.

The obligations of the CornerCap Funds and the Acquiring
Fund to complete the transactions provided for herein are
subject, at their election, to the performance by the Acquired
Fund of all of the obligations to be performed by it hereunder on
or before the Closing Date and, in addition thereto, the
following conditions:

9.1 REPRESENTATIONS AND WARRANTIES. All representations
and warranties of the Acquired Fund contained in this Agreement
will be true and correct in all material respects as of the date
hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Closing Date with the
same force and effect as if made on and as of the Closing Date.

9.2 STATEMENT OF ASSETS AND LIABILITIES. The Acquired Fund
shall have delivered to the Acquiring Fund a statement of the
Acquired Fund's assets and liabilities, as of the Valuation Date,
certified by the President of the Acquired Fund.

9.3 OFFICERS' CERTIFICATE. The Acquired Fund shall have
delivered to the Acquiring Fund on the Closing Date a certificate
executed in its name by its President, in form and substance
satisfactory to the Acquiring Fund and dated as of the Closing
Date, to the effect that the representations and warranties of
the Acquired Fund made in this Agreement are true and correct at
and as of the Closing Date, except as they may be affected by the
transactions contemplated by this Agreement, and as to such other
matters as the Acquiring Fund shall reasonably request.

9.4 LEGAL OPINION. The Acquiring Fund shall have received
on the Closing Date the opinion of Powell, Goldstein, Frazer &
Murphy, counsel to the Acquired Fund, dated as of the Closing
Date, concerning the following matters:

11<PAGE>
(a) The Acquired Fund has been duly formed and is validly
existing and in good standing under the laws of the State of
Georgia; (b) The Acquired Fund has the power to carry on its
business as presently conducted; (c) this Agreement has been duly
authorized, executed and delivered by the Acquired Fund and
constitutes a valid and legally binding obligation of the
Acquired Fund enforceable against the Acquired Fund in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and laws of general
applicability relating to or affecting creditors' rights and to
general equity principles; (d) the execution and delivery of the
Agreement did not, and the exchange of the Acquired Fund's assets
for shares of the Acquiring Fund pursuant to the Agreement will
not, violate Acquired Fund's Articles of Incorporation or By-laws
or result in a default under or breach of any of the agreements
filed as exhibits to (or incorporated by reference in) the
Acquired Fund's most recent post-effective amendment of its
registration statement on Form N-1A; and (e) to the knowledge of
such counsel, all regulatory consents, authorizations, approvals
or filings required to be obtained or made by the Acquired Fund
under the Federal laws of the United States or the State of
Georgia for the exchange of the Acquired Fund's assets for shares
of the Acquiring Fund, pursuant to the Agreement have been
obtained or made.

10. FURTHER CONDITIONS PRECEDENT.

If any of the conditions set forth below do not exist on or
before the Closing Date, any party to this Agreement, at its
option, will not be required to consummate the transactions
contemplated by this Agreement.

10.1 APPROVAL OF ACQUIRING FUND'S SHAREHOLDERS. The
Agreement and the transactions contemplated herein will have been
approved by the requisite vote of the holders of the outstanding
shares of the Acquired Fund in accordance with the provisions of
the 1940 Act and the Acquired Fund's Articles of Incorporation
and By-laws, and certified copies of the resolutions evidencing
such approval will have been delivered to the Acquiring Fund.
Notwithstanding anything herein to the contrary, neither the
Acquiring Fund nor the Acquired Fund may waive the conditions set
forth in this Section 10.1.

10.2 NO INCONSISTENT REQUIREMENTS. On the Closing Date, no
action, suit or other proceeding will be threatened or pending
before any court or governmental agency in which it is sought to
restrain or prohibit, or obtain damages or other relief in
connection with, this Agreement or the transactions contemplated
herein.

10.3 CONSENTS. All consents of other parties and all other
consents, orders and permits of Federal, state and local
regulatory authorities deemed necessary by the Acquiring Fund or
the Acquired Fund to permit consummation, in all material
respects, of the transactions contemplated hereby shall have been
obtained, except where failure to obtain any such consent, order
or permit would not involve a risk of a material adverse effect
on the assets or properties of the Acquiring Fund or the Acquired
Fund, provided that either party hereto may for itself waive any
of such conditions.

12<PAGE>
10.4 EFFECTIVENESS OF REGISTRATION STATEMENT. The
Registration Statement will have become effective under the 1933
Act, and no stop orders suspending the effectiveness thereof will
have been issued and, to the best knowledge of the parties
hereto, no investigation or proceeding for that purpose shall
have been instituted or be pending, threatened or contemplated
under the 1933 Act.

10.5 TAX OPINION. The parties shall have received the
opinion of Kilpatrick & Cody, L.L.P., substantially to the effect
that the transaction contemplated by this Agreement constitutes a
tax-free reorganization for Federal income tax purposes. The
delivery of such opinion is conditioned upon receipt by
Kilpatrick & Cody, L.L.P. of representations it requests of the
parties. Notwithstanding anything herein to the contrary,
neither the Acquiring Fund nor the Acquired Fund may waive the
condition set forth in this Section 10.5.

11. TERMINATION.

This Agreement and the transaction contemplated hereby may
be terminated and abandoned by either party, by mutual agreement
at any time prior to the Closing Date. In the event of
termination under this Section 11, there shall be no liability
for damages on the part of any party, its officers, Directors, or
Trustees, except as provided in Section 12.2.

12. MISCELLANEOUS.

12.1 ABSENCE OF BROKERS. The CornerCap Funds, the Acquiring
Fund and the Acquired Fund each represent and warrant to the
other that it has no obligations to pay any brokers or finders
fees in connection with the transactions provided for herein.

12.2 PAYMENT OF EXPENSES. (a) Subject to paragraphs (b) and
(c) below, the Acquired Fund will pay all fees and expenses
incurred in connection with the preparation, filing and
distribution of the Proxy Statement and Registration Statement,
including but not limited to (i) all applicable filing fees, (ii)
printing and mailing expenses, (iii) accountants' and auditors'
fees and expenses, (iv) the reasonable expenses of the CornerCap
Funds and the Acquiring Fund related specifically to this
Agreement and the Reorganization, including, without limitation,
the fees and expenses of their legal counsel, Kilpatrick & Cody,
all on a current basis as billed or incurred.

(b) If the Acquired Fund terminates this Agreement
prior to February 28, 1996 or fails to distribute the Proxy
Statement and Registration Statement required to be distributed
hereunder (assuming such Proxy Statement and Registration
Statement are in material compliance with Federal securities laws
and are delivered to the Acquired Fund in a timely manner) or
takes or fails to take any other action which causes or results
in the failure of the transaction contemplated hereunder to
close, the Acquired Fund will be solely responsible for all such
fees and expenses.

13<PAGE>
shall be responsible for 50% of all such fees and expenses and
the Acquiring Fund, on the one hand, and Pryor, McClendon, Counts
& Co., Inc., on the other hand, shall each be responsible for 25%
of all such fees and expenses; provided, however, that the
Acquiring Fund will be responsible for all such fees and expenses
if the transaction contemplated by this Agreement does not become
effective as a result of a material breach of this Agreement by
the Acquiring Fund.

12.3 ENTIRE AGREEMENT. This Agreement supersedes all prior
discussions and agreements among the parties with respect to the
subject matter hereof. The CornerCap Funds, the Acquiring Fund
and the Acquired Fund agree that neither party has made any
representation, warranty or covenant not set forth herein and
that this Agreement constitutes the entire agreement between the
parties.

12.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties contained in this Agreement or in
any document delivered pursuant hereto or in connection herewith
will survive the consummation of the transactions contemplated
hereunder.

12.5 AMENDMENTS. This Agreement may be amended, modified or
supplemented in such manner as may be mutually agreed upon in
writing by the authorized officers of the CornerCap Funds, the
Acquired Fund and the Acquiring Fund; provided, however, that
following the meeting of the Acquired Fund Shareholders called by
the Acquired Fund pursuant to Section 10.1 of this Agreement, no
such amendment may have the effect of changing the provisions for
determining the number of the Acquiring Fund Shares to be issued
to the Acquired Fund Shareholders under this Agreement to the
detriment of such shareholders without their further approval.

12.6 INDEMNIFICATION. (a) Acquired Fund (the "Indemnifying
Party") covenants and agrees to indemnify, defend and hold the
CornerCap Funds and the Acquiring Fund and their respective
affiliates, Directors, Trustees, officers, employees, and agents
(collectively, the "Indemnified Parties") harmless from and
against and in respect of all claims, demands, losses, costs,
expenses, obligations, liabilities, damages, recoveries, and
deficiencies, including interest, penalties and reasonable
attorneys' fees, that they shall incur or suffer which arise out
of or relate to (i) any material breach of or failure by Acquired
Fund to perform any of its covenants or agreements in this
Agreement; (ii) any false statement contained in the
representations and warranties of Acquired Fund in this
Agreement; and (iii) any claims, suits, obligations or
liabilities associated with the operations of the Acquired Fund
prior to the Closing.

(b) Wedgewood Equities Inc. ("Wedgewood Equities") and
Pryor, McClendon, Counts & Co., Inc. ("PMC") (collectively, the
"Indemnifying Parties"), jointly and severally covenant and agree
to indemnify, defend and hold the CornerCap Funds and the
Acquiring Fund and their respective affiliates, Directors,
Trustees, officers, employees, and agents (collectively, the
"Indemnified Parties") harmless from and against and in respect
of all claims, demands, losses, costs, expenses, obligations,
liabilities, damages, recoveries, and deficiencies, including
interest, penalties and reasonable attorneys' fees, that they
shall incur or suffer which arise out of or relate to (i) any

14<PAGE>
material breach of or failure by them to perform their respective
covenants or agreements in Section 12.2 of this Agreement; (ii)
any false statement contained in the representations and
warranties of Acquired Fund in this Agreement if such statement
was made in reliance upon and in conformity with information
furnished to the Acquired Fund by either of them; and (iii) any
claims, suits, obligations or liabilities associated with the
operations of the Acquired Fund prior to the Closing.

(c) Acquiring Fund (the "Indemnifying Party")
covenants and agrees to indemnify, defend and hold the Acquired
Fund, Wedgewood Equities and PMC and their respective affiliates,
Directors, officers, employees, and agents (collectively, the
"Indemnified Parties") harmless from and against and in respect
of all claims, demands, losses, costs, expenses, obligations,
liabilities, damages, recoveries, and deficiencies, including
interest, penalties and reasonable attorneys' fees, that they
shall incur or suffer which arise out of or relate to (i) any
material breach of or failure by Acquiring Fund to perform any of
its covenants or agreements in this Agreement; (ii) any false
statement contained in the representations and warranties of
Acquiring Fund in this Agreement; and (iii) any claims, suits,
obligations or liabilities associated with the operations of the
Acquiring Fund or any of its predecessors in interest subsequent
to the Closing.

(d) In order for an Indemnified Party to be entitled
to any indemnification provided for under this Agreement in
respect of, arising out of or involving a claim or demand made by
any person, firm, governmental authority or corporation against
the Indemnified Party (a "Third Party Claim"), the Indemnified
Party must notify one or more Indemnifying Party in writing of
the Third Party Claim within 10 business days after receipt by
such Indemnified Party of written notice of the Third Party
Claim; provided, however, that failure to give such notification
shall not affect the indemnification provided hereunder except to
the extent that the Indemnifying Party shall have been actually
and materially prejudiced as a result of such failure.
Thereafter, the Indemnified Party shall deliver to such
Indemnifying Party, within 5 business days after the Indemnified
Party's receipt thereof, copies of all notices and documents
(including court papers) received by the Indemnified Party
relating to the Third Party Claim.

(e) If a Third Party Claim is made against an
Indemnified Party, the Indemnifying Party may, at the option of
the Indemnified Party, be allowed to participate in the defense
thereof and to assume the defense thereof with counsel selected
by the Indemnifying Party and reasonably acceptable to the
Indemnified Party; provided, however, that the Indemnifying Party
shall not admit any liability with respect to, or discharge,
compromise or settle any Third Party Claim on behalf of or for
the account and risk of the Indemnified Party without the express
written consent of the Indemnified Party. If the Indemnifying
Party assumes such defense, the Indemnified Party shall have the
right to participate in, but not control, the defense thereof and
to employ counsel separate from the counsel employed by the
Indemnifying Party. Whether or not the Indemnifying Party
chooses or is permitted to defend or prosecute any Third Party
Claim, all of the parties hereto shall cooperate in the defense
or prosecution thereof. Such cooperation shall include the
retention and (upon the Indemnifying Party's written request) the
provision to the Indemnifying Party of copies of records and

15<PAGE>
information which are reasonably relevant to such Third Party
Claim, and making employees available on a mutually convenient
basis to provide additional information and explanation of any
material provided hereunder. Whether or not the Indemnifying
Party shall have assumed, or been permitted to assume, the
defense of a Third Party Claim, the Indemnified Party shall not
admit any liability with respect to, or settle, compromise or
discharge, such Third Party Claim involving relief in the form of
money damages without the Indemnifying Party's prior written
consent, which consent shall not be unreasonably delayed or
withheld.

12.7 NOTICES. All notices or other communications required
or permitted to be given or made hereunder shall be in writing
and delivered personally or sent by pre-paid, first class
certified or registered mail, return receipt requested, or by
facsimile transmission, to the intended recipient thereof at its
address or facsimile number set out below. Any such notice or
communication shall be deemed to have been duly given immediately
(if given or made in person or by facsimile confirmed by mailing
a copy thereof to the recipient in accordance with this Section
12.6 on the date of such facsimile), or five days after mailing
(if given or made by mail), and in proving same it shall be
sufficient to show that the envelope containing the same was
delivered to the delivery service and duly addressed, or that
receipt of a facsimile was confirmed by the recipient as provided
above. The addresses and facsimile numbers of the parties for
purposes of this Agreement are set forth on the signature page
hereto below their respective signatures. Either party may
change the address to which notices or other communications to
such party shall be delivered or mailed by giving notice thereof
to the other party hereto in the manner provided herein.

12.8 HEADINGS. The headings contained in this Agreement are
for reference purposes only and may not affect in any way the
meaning or interpretation of this Agreement.

12.9 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an
original.

12.10 ASSIGNMENT. No assignment or transfer hereof or
of any rights or obligations hereunder may be made by any party
without the written consent of the other party. Nothing herein
expressed or implied is intended or shall be construed to confer
upon or give any person, firm or corporation, other than the
parties hereto and their respective successors and assigns, any
rights or remedies under or by reason of this Agreement.

12.11 BINDING NATURE. (a) This Agreement will bind and
inure to the benefit of the parties hereto and their respective
successors and assigns.

(b) It is expressly agreed that the obligations of the
Acquiring Fund hereunder will not be binding upon any of the
Directors, Trustees, shareholders, nominees, officers, agents, or
employees of the CornerCap Funds personally, but shall bind only
the property of the Acquiring Fund. The execution and delivery
of this Agreement have been authorized by the Trustees of the
CornerCap Funds and signed by authorized officers of the

16<PAGE>
CornerCap Funds acting as such, and neither such authorization by
such Trustees nor such execution and delivery by such officers
shall be deemed to have been made by any of them individually or
to impose any liability on any of them personally, but shall bind
only the property of the Acquiring Fund.

12.12 GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Georgia; provided that, in the case of any conflict between such
laws and the federal securities laws, the latter shall govern.

IN WITNESS WHEREOF, each of the parties hereto has caused
this Agreement to be executed by a duly authorized officer and
its seal to be affixed thereto.

THE CORNERCAP BALANCED FUND OF
THE CORNERCAP GROUP OF FUNDS

By: /s/ Thomas E. Quinn
Thomas E. Quinn
President

100 North Creek
Suite 250
3175 Northside Parkway
Atlanta, Georgia 30327
Telephone: (404) 240-0666
Facsimile: (404) 240-0144

THE ATLANTA GROWTH FUND, INC.

By: /s/ Michael L. Lucas
Michael L. Lucas
President

Suite 1661
1100 Peachtree Street, N.E.
Atlanta, Georgia 30309
Telephone: (404) 875-1261
Facsimile: (404) 875-1565

The undersigned hereby consent to and agree to be bound by
the provisions of Section 12.6 above.
WEDGEWOOD EQUITIES INC.

By: /s/ Raymond J. McClendon
Raymond J. McClendon
Vice Chairman and Chief Operating
Officer

Suite 166
1100 Peachtree Street, N.E.
Atlanta, Georgia 30309
Telephone: (404) 875-7216
Facsimile: (404) 875-9865

17<PAGE>
The undersigned hereby consents to and agrees to be bound by
the provisions of Sections 12.2(c) and 12.6 above.

PRYOR, MCCLENDON, COUNTS & CO., INC.

By: /s/ Raymond J. McClendon
Raymond J. McClendon
Vice Chairman and Chief Operating
Officer

Suite 166
1100 Peachtree Street, N.E.
Atlanta, Georgia 30309
Telephone: (404) 875-7216
Facsimile: (404) 875-9865

18
<PAGE>
EXHIBIT B

Georgia Dissenters' Rights Statutes

14-2-1301. Definitions.

As used in this article, the term:

(1) "Beneficial shareholder" means the person who is a
beneficial owner of shares held in a voting trust or by a nominee
as the record shareholder.

(2) "Corporate action" means the transaction or other
action by the corporation that creates dissenters' rights under
Code Section 14-2-1302.

(3) "Corporation" means the issuer of shares held by a
dissenter before the corporate action, or the surviving or
acquiring corporation by merger or share exchange of that issuer.

(4) "Dissenter" means a shareholder who is entitled to
dissent from corporate action under Code Section 14-2-1302 and
who exercises that right when and in the manner required by Code
Sections 14-2-1320 through 14-2-1327.

(5) "Fair value," with respect to a dissenter's shares,
means the value of the shares immediately before the effectuation
of the corporate action to which the dissenter objects, excluding
any appreciation or depreciation in anticipation of the corporate
action.

(6) "Interest" means interest from the effective date of
the corporate action until the date of payment, at a rate that is
fair and equitable under all the circumstances.

(7) "Record shareholder" means the person in whose name
shares are registered in the records of a corporation or the
beneficial owner of shares to the extent of the rights granted by
a nominee certificate on file with a corporation.

(8) "Shareholder" means the record shareholder or the
beneficial shareholder. (Code 1981, Section 14-2-1301, enacted
by Ga. L. 1988, p. 1070, Section 1; Ga. L. 1993, p. 1231, Section
16.)<PAGE>
14-2-1302. Right to dissent.

(a) A record shareholder of the corporation is entitled to
dissent from, and obtain payment of the fair value of his shares
in the event of, any of the following corporate actions:

(1) Consummation of a plan of merger to which the
corporation is a party:

(A) If approval of the shareholders of the
corporation is required for the merger by Code Section
14-2-1103 or the articles of incorporation and the
shareholder is entitled to vote on the merger; or

(B) If the corporation is a subsidiary that is
merged with its parent under Code Section 14-2-1104;

(2) Consummation of a plan of share exchange to which
the corporation is a party as the corporation whose shares
will be acquired, if the shareholder is entitled to vote on
the plan;

(3) Consummation of a sale or exchange of all or
substantially all of the property of the corporation if a
shareholder vote is required on the sale or exchange
pursuant to Code Section 14-2-1202, but not including a sale
pursuant to court order or a sale for cash pursuant to a
plan by which all or substantially all of the net proceeds
of the sale will be distributed to the shareholders within
one year after the date of sale;

(4) An amendment of the articles of incorporation that
materially and adversely affects rights in respect of a
dissenter's shares because it:

(A) Alters or abolishes a preferential right of
the shares;

(B) Creates, alters, or abolishes a right in
respect of redemption, including a provision respecting
a sinking fund for the redemption or repurchase, of the
shares;

(D) Excludes or limits the right of the shares to
vote on any matter, or to cumulate votes, other than a
limitation by dilution through issuance of shares or
other securities with similar voting rights;

(E) Reduces the number of shares owned by the
shareholder to a fraction of a share if the fractional
share so created is to be acquired for cash under Code
Section 14-2-604; or

(F) Cancels, redeems, or repurchases all or part
of the shares of the class; or

(5) Any corporate action taken pursuant to a
shareholder vote to the extent that Article 9 of this
chapter, the articles of incorporation, bylaws, or a
resolution of the board of directors provides that voting or
<PAGE>
nonvoting shareholders are entitled to dissent and obtain
payment for their shares.

(b) A shareholder entitled to dissent and obtain payment
for his shares under this article may not challenge the corporate
action creating his entitlement unless the corporate action fails
to comply with procedural requirements of this chapter or the
articles of incorporation or bylaws of the corporation or the
vote required to obtain approval of the corporate action was
obtained by fraudulent and deceptive means, regardless of whether
the shareholder has exercised dissenter's rights.

(c) Notwithstanding any other provision of this article,
there shall be no right of dissent in favor of the holder of
shares of any class or series which, at the record date fixed to
determine the shareholders entitled to receive notice of and to
vote at a meeting at which a plan of merger or share exchange or
a sale or exchange of property or an amendment of the articles of
incorporation is to be acted on, were either listed on a national
securities exchange or held of record by more than 2,000
shareholders, unless:

(1) In the case of a plan of merger or share exchange,
the holders of shares of the class or series are required
under the plan of merger or share exchange to accept for
their shares anything except shares of the surviving
corporation or another publicly held corporation which at
the effective date of the merger or share exchange are
either listed on a national securities exchange or held of
record by more than 2,000 shareholders, except for scrip or
cash payments in lieu of fractional shares; or

(2) The articles of incorporation or a resolution of
the board of directors approving the transaction provides
otherwise. (Code 1981, Section 14-2-1302, enacted by Ga. L.
1988, p. 1070, Section 1; Ga. L. 1989, p. 946, Section 58.)

14-2-1303. Dissent by nominees and beneficial owners.

A record shareholder may assert dissenters' rights as
to fewer than all the shares registered in his name only if he
dissents with respect to all shares beneficially owned by any one
beneficial shareholder and notifies the corporation in writing of
the name and address of each person on whose behalf he asserts
dissenters' rights. The rights of a partial dissenter under this
Code section are determined as if the shares as to which he
dissents and his other shares were registered in the names of
different shareholders. (Code 1981, Section 14-2-1303, enacted by
Ga. L. 1988, p. 1070, Section 1.)

14-2-1320. Notice of dissenters' rights.

(a) If proposed corporate action creating dissenters'
rights under Code Section 14-2-1302 is submitted to a vote at a
shareholders' meeting, the meeting notice must state that
shareholders are or may be entitled to assert dissenters' rights
under this article and be accompanied by a copy of this article.

(b) If corporate action creating dissenters' rights under
Code Section 14-2-1302 is taken without a vote of shareholders,
the corporation shall notify in writing all shareholders entitled
to assert dissenters' rights that the action was taken and send
<PAGE>
them the dissenters' notice described in Code Section 14-2-1322
no later than ten days after the corporate action was taken.
(Code 1981, Section 14-2-1320, enacted by Ga. L. 1988, p. 1070,
Section 1; Ga. L. 1993, p. 1231, Section 17.)

14-2-1321. Notice of intent to demand payment.

(a) If proposed corporate action creating dissenters'
rights under Code Section 14-2-1302 is submitted to a vote at a
shareholders' meeting, a record shareholder who wishes to assert
dissenters' rights:

(1) Must deliver to the corporation before the vote is
taken written notice of his intent to demand payment for his
shares if the proposed action is effectuated; and

(2) Must not vote his shares in favor of the proposed
action.

(b) A record shareholder who does not satisfy the
requirements of subsection (a) of this Code section is not
entitled to payment for his shares under this article. (Code
1981, Section 14-2-1321, enacted by Ga. L. 1988, p. 1070, Section
1.)

14-2-1322. Dissenters' notice.

(a) If proposed corporate action creating dissenters'
rights under Code Section 14-2-1302 is authorized at a
shareholders' meeting, the corporation shall deliver a written
dissenters' notice to all shareholders who satisfied the
requirements of Code Section 14-2-1321.

(b) The dissenters' notice must be sent no later than ten
days after the corporate action was taken and must:

(1) State where the payment demand must be sent and
where and when certificates for certificated shares must be
deposited;

(2) Inform holders of uncertificated shares to what
extent transfer of the shares will be restricted after the
payment demand is received;

(3) Set a date by which the corporation must receive
the payment demand, which date may not be fewer than 30 nor
more than 60 days after the date the notice required in
subsection (a) of this Code section is delivered; and

(4) Be accompanied by a copy of this article. (Code
1981, Section 14-2-1322, enacted by Ga. L. 1988, p. 1070,
Section 1.)<PAGE>
14-2-1323. Duty to demand payment.

(a) A record shareholder sent a dissenters' notice
described in Code Section 14-2-1322 must demand payment and
deposit his certificates in accordance with the terms of the
notice.

(b) A record shareholder who demands payment and deposits
his shares under subsection (a) of this Code section retains all
other rights of a shareholder until these rights are cancelled or
modified by the taking of the proposed corporate action.

(c) A record shareholder who does not demand payment or
deposit his share certificates where required, each by the date
set in the dissenters' notice, is not entitled to payment for his
shares under this article. (Code 1981, Section 14-2-1323,
enacted by Ga. L. 1988, p. 1070, Section 1.)

14-2-1324. Share restrictions.

(a) The corporation may restrict the transfer of
uncertificated shares from the date the demand for their payment
is received until the proposed corporate action is taken or the
restrictions released under Code Section 14-2-1326.

(b) The person for whom dissenters' rights are asserted as
to uncertificated shares retains all other rights of a
shareholder until these rights are cancelled or modified by the
taking of the proposed corporate action. (Code 1981, Section 14-
2-1324, enacted by Ga. L. 1988, p. 1070, Section 1.)

14-2-1325. Offer of payment.

(a) Except as provided in Code Section 14-2-1327, within
ten days of the later of the date the proposed corporate action
is taken or receipt of a payment demand, the corporation shall by
notice to each dissenter who complied with Code Section 14-2-1323
offer to pay to such dissenter the amount the corporation
estimates to be the fair value of his or her shares, plus accrued
interest.

(b) The offer of payment must be accompanied by:

(1) The corporation's balance sheet as of the end of a
fiscal year ending not more than 16 months before the date
of payment, an income statement for that year, a statement
of changes in shareholders' equity for that year, and the
latest available interim financial statements, if any;

(2) A statement of the corporation's estimate of the
fair value of the shares;

(3) An explanation of how the interest was calculated;

(4) A statement of the dissenter's right to demand
payment under Code Section 14-2-1327; and

(5) A copy of this article.

(c) If the shareholder accepts the corporation's offer by
written notice to the corporation within 30 days after the
corporation's offer or is deemed to have accepted such offer by<PAGE>
failure to respond within said 30 days, payment for his or her
shares shall be made within 60 days after the making of the offer
or the taking of the proposed corporate action, whichever is
later. (Code 1981, Section 14-2-1325, enacted by Ga. L. 1988, p.
1070, Section 1; Ga. L. 1989, p. 946, Section 59; Ga. L. 1993, p.
1231, Section 18.)

14-2-1326. Failure to take action.

(a) If the corporation does not take the proposed action
within 60 days after the date set for demanding payment and
depositing share certificates, the corporation shall return the
deposited certificates and release the transfer restrictions
imposed on uncertificated shares.

(b) If, after returning deposited certificates and
releasing transfer restrictions, the corporation takes the
proposed action, it must send a new dissenters' notice under Code
Section 14-2-1322 and repeat the payment demand procedure. (Code
1981, Section 14-2-1326, enacted by Ga. L. 1988, p. 1070, Section
1; Ga. L. 1990, p. 257, Section 20.)

14-2-1327. Procedure if shareholder dissatisfied with payment or
offer.

(a) A dissenter may notify the corporation in writing of
his own estimate of the fair value of his shares and amount of
interest due, and demand payment of his estimate of the fair
value of his shares and interest due, if:

(1) The dissenter believes that the amount offered
under Code Section 14-2-1325 is less than the fair value of
his shares or that the interest due is incorrectly
calculated; or

(2) The corporation, having failed to take the
proposed action, does not return the deposited certificates
or release the transfer restrictions imposed on
uncertificated shares within 60 days after the date set for
demanding payment.

(b) A dissenter waives his or her right to demand payment
under this Code section and is deemed to have accepted the
corporation's offer unless he or she notifies the corporation of
his or her demand in writing under subsection (a) of this Code
section within 30 days after the corporation offered payment for
his or her shares, as provided in Code Section 14-2-1325.

(1) The shareholder may demand the information
required under subsection (b) of Code Section 14-2-1325, and
the corporation shall provide the information to the
shareholder within ten days after receipt of a written
demand for the information; and

(2) The shareholder may at any time, subject to the
limitations period of Code Section 14-2-1332, notify the
corporation of his own estimate of the fair value of his
shares and the amount of interest due and demand payment of
<PAGE>
his estimate of the fair value of his shares and interest
due. (Code 1981, Section 14-2-1327, enacted by Ga. L. 1988,
p. 1070, Section 1; Ga. L. 1989, p. 946, Section 60; Ga. L.
1990, p. 257, Section 21; Ga. L. 1993, p. 1231, Section 19.)

14-2-1330. Court action.

(a) If a demand for payment under Code Section 14-2-1327
remains unsettled, the corporation shall commence a proceeding
within 60 days after receiving the payment demand and petition
the court to determine the fair value of the shares and accrued
interest. If the corporation does not commence the proceeding
within the 60 day period, it shall pay each dissenter whose
demand remains unsettled the amount demanded.

(b) The corporation shall commence the proceeding, which
shall be a non-jury equitable valuation proceeding, in the
superior court of the county where a corporation's registered
office is located. If the surviving corporation is a foreign
corporation without a registered office in this state, it shall
commence the proceeding in the county in this state where the
registered office of the domestic corporation merged with or
whose shares were acquired by the foreign corporation was
located.

(c) The corporation shall make all dissenters, whether or
not residents of this state, whose demands remain unsettled
parties to the proceeding, which shall have the effect of an
action quasi in rem against their shares. The corporation shall
serve a copy of the petition in the proceeding upon each
dissenting shareholder who is a resident of this state in the
manner provided by law for the service of a summons and
complaint, and upon each nonresident dissenting shareholder
either by registered or certified mail or by publication, or in
any other manner permitted by law.

(d) The jurisdiction of the court in which the proceeding
is commenced under subsection (b) of this Code section is plenary
and exclusive. The court may appoint one or more persons as
appraisers to receive evidence and recommend decision on the
question of fair value. The appraisers have the powers described
in the order appointing them or in any amendment to it. Except
as otherwise provided in this chapter, Chapter 11 of Title 9,
known as the "Georgia Civil Practice Act," applies to any
proceeding with respect to dissenters' rights under this chapter.

(e) Each dissenter made a party to the proceeding is
entitled to judgment for the amount which the court finds to be
the fair value of his shares, plus interest to the date of
judgment. (Code 1981, Section 14-2-1330, enacted by Ga. L. 1988,
p. 1070, Section 1; Ga. L. 1989, p. 946, Section 61; Ga. L. 1993,
p. 1231, Section 20.)<PAGE>
14-2-1331. Court costs and counsel fees.

(a) The court in an appraisal proceeding commenced under
Code Section 14-2-1330 shall determine all costs of the
proceeding, including the reasonable compensation and expenses of
appraisers appointed by the court, but not including fees and
expenses of attorneys and experts for the respective parties. The
court shall assess the costs against the corporation, except that
the court may assess the costs against all or some of the
dissenters, in amounts the court finds equitable, to the extent
the court finds the dissenters acted arbitrarily, vexatiously, or
not in good faith in demanding payment under Code Section 14-2-
1327.

(b) The court may also assess the fees and expenses of
attorneys and experts for the respective parties, in amounts the
court finds equitable;

(1) Against the corporation and in favor of any or all
dissenters if the court finds the corporation did not
substantially comply with the requirements of Code Sections
14-2-1320 through 14-2-1327; or

(2) Against either the corporation or a dissenter, in
favor of any other party, if the court finds that the party
against whom the fees and expenses are assessed acted
arbitrarily, vexatiously, or not in good faith with respect
to the rights provided by this article.

(c) If the court finds that the services of attorneys for
any dissenter were of substantial benefit to other dissenters
similarly situated, and that the fees for those services should
not be assessed against the corporation, the court may award to
these attorneys reasonable fees to be paid out of the amounts
awarded the dissenters who were benefited. (Code 1981, Section
14-2-1331, enacted by Ga. L. 1988, p. 1070, Section 1.)

14-2-1332. Limitation of actions.

No action by any dissenter to enforce dissenters'
rights shall be brought more than three years after the corporate
action was taken, regardless of whether notice of the corporate
action and of the right to dissent was given by the corporation
in compliance with the provisions of Code Section 14-2-1320 and
Code Section 14-2-1322. (Code 1981, Section 14-2-1332, enacted
by Ga. L. 1988, p. 1070, Section 1.)<PAGE>
THE CORNERCAP BALANCED FUND
SUPPLEMENT TO PROSPECTUS DATED DECEMBER 6, 1996

PROPOSED REORGANIZATION

On November 22, 1996, the CornerCap Balanced Fund (the
"Balanced Fund") entered into an Agreement and Plan of
Reorganization pursuant to which the Balanced Fund will acquire
all of The Atlanta Growth Fund, Inc.'s (the "Atlanta Fund")
assets in exchange for shares of the Balanced Fund and the

assumption by the Balanced Fund of certain liabilities of the
Atlanta Fund (the "Reorganization"). Consummation of the
Reorganization is subject to approval by the Atlanta Fund's
shareholders. Under the terms of the Reorganization, each
shareholder of the Atlanta Fund would become a shareholder of the
Balanced Fund, receiving shares of the Balanced Fund equal in
value to the shareholders' investment in the Atlanta Fund. The

Atlanta Fund will thereafter be terminated.

1
<PAGE>
CORNERCAP BALANCED FUND

OF
THE CORNERCAP GROUP OF FUNDS
A "Series" Investment Company

SHAREHOLDER SERVICES QUESTIONS INVESTMENT OBJECTIVES QUESTIONS

Voice: (800) 628-4077 Voice: (800) 728-0670
Fax: (804) 285-8018 Fax: (404) 240-0144

The CornerCap Group of Funds (the "CornerCap Funds") is an open-end, diversified
management investment company presently consisting of two separate series
representing separate portfolios of investments. The investment objective of
the CornerCap Balanced Fund (the "Fund"), is to obtain long-term capital
appreciation and current income. The Fund invests in a combination of equity
and fixed-income securities. There is no assurance that the Fund will
achieve its objective. The other portfolio comprising the CornerCap
Funds is the CornerCap Growth Fund. The CornerCap Growth Fund is
offered under a separate prospectus.

This Prospectus sets forth concisely the information about the Fund that you
should know before investing in the Fund. You should read it and keep it for
future reference. A Statement of Additional Information ("SAI") for the
Balanced Fund dated December 6, 1996, containing additional information
about the Fund has been filed with the Securities and Exchange Commission
("SEC") and is incorporated by reference in this Prospectus in its entirety.
You may obtain a copy of the SAI without charge by calling (800) 728-0670 or
writing the Fund at the following address: Cornerstone Capital Corp., The
Peachtree, Suite 1700, 1355 Peachtree Street, N.E., Atlanta, Georgia 30309.

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.

The date of this Prospectus is December 6, 1996.

<PAGE>

PROSPECTUS SUMMARY

The Fund .................... The Fund is a diversified open-end management
investment company (see page 7). The shares of
the Fund are offered without sales or redemption
charges (see page 3).

Investment Objective ........ The Fund's investment objective is to obtain long
term capital appreciation and current income The
Fund will attempt to achieve its objective by
investing in equity and fixed-income securities
of domestic and foreign issuers. Under normal
circumstances, the Fund will invest 50-70% of
its assets in equity securities and at least
30% in fixed-income securities including cash
and cash equivalents. There can be no assurance
that the Fund will achieve its investment
objective (see page 7).

Investment Policies ......... The Fund will invest in common stocks, preferred
stocks, and convertible securities selected by
Cornerstone Capital Corp. (the "Advisor") from
among 1500 issues ranked according to fundamental
factors, such as relative price/earnings ratio,
earnings growth rate, and cash flow. The Fund
may hold fixed-income securities of any maturity,
dependent upon economic and market conditions.
The Fund also may hold cash and cash equivalents
(see page 8).

Investment Advisor .......... Cornerstone Capital Corp. acts as the investment
advisor to the Fund. In that capacity, it selects
the portfolio holdings. (see page 9).

Custodian ................... The Trust Dept. of Wachovia Bank of N.C. (the
"Custodian") holds the Fund's assets.

Administration .............. Fortune Fund Administration, Inc. is the Transfer
Agent (see page 10), accounting services agent
(see page 14) and administrator of the Fund
(see page 14).

Dividends & Distributions ... The Fund currently intends to make two
distributions of any net income or capital gains
during each calendar year (see page 11).

Minimum Purchase ............ The minimum initial investment is $2,000 and the
minimum subsequent investment in the Fund is $250
(see page 12).

Redemption .................. Shares of the Fund may be redeemed at the next
determined net asset value, without charge (see
page 12).

Investment Risks............. As a fund investing in both equity and fixed-
income securities, the Fund is subject to market
risk, interest rate risk and credit risk. The
market for equity securities tends to be cyclical,
with periods when the prices for securities
generally rise and periods when they generally
decline. The fixed-income portion of the portfolio
is subject to interest rate and credit risk. As
prevailing interest rates decrease, bond prices
will increase and vice-versa. Fluctuations in
interest rates will therefore affect the net
asset value per share of the Fund. Fixed-income
securities are also subject to credit risk arising
from the ability of the issuer to make timely
payment of interest and principal installments.
The Fund is intended to be a long-term investment
vehicle and is not designed to provide investors
with the means of speculating on short term market
movements. Investors should consider the Fund
as a vehicle with which to balance their total
investment program's risk. (see page ___).

<PAGE>

SUMMARY OF FUND EXPENSES

The purpose of this table is to assist an investor in understanding the various
costs and expenses that a shareholder will bear directly or indirectly in
connection with an investment in the Fund.

SHAREHOLDER TRANSACTION EXPENSES

Maximum sales charge on purchases . . . . . . . . . . . . . . . None

Maximum sales charge imposed on reinvested dividends. . . . . . None

Deferred sales charge . . . . . . . . . . . . . . . . . . . . . None

Redemption fee . . . . . . . . . . . . . . . . . . . . . . . . None

Exchange fee. . . . . . . . . . . . . . . . . . . . . . . . . . None

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE DAILY NET
ASSETS)1

Management Fee (after waiver)(1) . . . . . . . . . . . . . . . 0.0%

12b-1 Fee(2). . . . . . . . . . . . . . . . . . . . . . . . . . 0.0%

Other Expenses (after waiver and reimbursement(3) . . . . . . . 2.0%

Total Fund Operating Expenses (after waiver and
reimbursement(3) . . . . . . . . . . . . . . . . . . . . . . 2.0%

1. The Fund's investment advisory agreement with the Advisor provides for
compensation to the Advisor at the annual rate of 1.0% of average daily net
assets. The Advisor has voluntarily agreed to waive all or such portion of
its fee and to reimburse the Fund to the extent and for as long as may be
necessary to maintain total Fund operating expenses at no higher than 2.0%
of average net assets during the current fiscal year.

2. The Fund has adopted a Distribution Plan pursuant to which it may reimburse
the Distributor and Advisor for certain distribution related expenses of
the Fund up to an annual amount of 0.25% of average daily net assets. No
reimbursements are contemplated during the current fiscal year.

3. "Other expenses" are estimated include fees paid to the Fund's independent
accountant, independent trustees, counsel to the independent trustees,
transfer agent, administrator, custodian and accounting services agent.
"Other expenses" also include costs associated with registration fees,
reports to shareholders, and other miscellaneous expenses. The Advisor has
voluntarily agreed to waive its advisory fee and to reimburse the Fund for
certain of its operating expenses to the extent and for as long as may be
necessary to keep total Fund operating expenses at 2.0% of average net
assets during the current fiscal year. In absence of such waiver and
reimbursement, total fund operating expenses are estimated at 3.5%,
assuming assets of $3 million.

<PAGE>

HYPOTHETICAL EXAMPLE OF FUND EXPENSES 1 YR. 3 YR.
- ------------------------------------- ----- -----

You would pay the following expenses on a $1,000 $20 $64
investment, assuming (1) 5% annual return and (2)
redemption at the end of each time period.

The purpose of this example is to assist investors in understanding the
various costs and expenses which stockholders of the Fund bear directly and
indirectly. THE 5% RETURN IS HYPOTHETICAL AND THIS EXAMPLE SHOULD NOT BE
CONSIDERED A REPRESENTATION OF THE FUND'S PAST OR FUTURE PERFORMANCE. THE
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The CornerCap Balanced Fund (the "Fund") is a series of the CornerCap Group of
Funds, a diversified, open-end management investment company registered with the
SEC as required under the Investment Company Act of 1940 (the "1940 Act").
Shares of the Fund may be purchased at their net asset value, without sales
load, as next determined after an account application is received in proper
form.

The Fund's investment objective is to obtain long-term capital appreciation and
current income. The Fund will attempt to achieve its objective by normally
investing 50% to 70% of its total assets in equity securities of domestic and
foreign issuers and at least 30% in fixed-income securities including cash and
cash equivalents. There can be no assurance that the Fund will achieve its
objective.

The equity securities that the Fund may purchase consist of common stocks,
preferred stocks, or convertible securities that will generally be publicly
traded on a national securities exchange or over-the-counter. In selecting
portfolio securities for purchase by the Fund, the Fund's investment advisor,
Cornerstone Capital Corp. (the "Advisor''), ranks approximately 1,500 common
stocks according to fundamental factors. The three key criteria are relative
price/earnings ratio, earnings growth rate, and cash flows that are in excess of
capital expenditures. Purchases are made from the most attractive securities
based on diversification and risk, and will be made only if they can be made at
prices which, in the judgment of the Advisor, create the possibility of
additional growth in capital.

The fixed-income securities that the Fund may purchase consist of obligations
of the U.S. Government, its agencies and instrumentalities; corporate securities
including bonds and notes; and government, municipal, mortgage-backed
and other asset-backed securities. Investments in U.S. government obligations
will include direct obligations of the U.S. Government, such as U.S. Treasury
bills, notes and bonds, and obligations of U.S. Government authorities,
agencies and instrumentalities, such as the Federal National Mortgage
Association, Federal Home Loan Bank, Federal Financing Bank and Federal Farm
Credit Bank obligations. Mortgage-backed and other asset-backed securities
typically carry a guarantee from an agency of the U.S. Government or a private
issuer of the timely payment of principal and interest. The Fund may hold
securities of any maturity, with the average maturity varying depending upon
economic and market conditions. The Fund will only invest in those corporate
obligations which the Advisor considers to be of investment grade quality.
The Fund invests only in those corporate obligations which in the Advisor's
opinion have the investment characteristics described by Moody's in rating
corporate obligations within its four highest ratings of Aaa, Aa, A and Baa
and by S&P in rating corporate obligations within its four highest ratings of
AAA, AA, A and BBB. It is possible that the ability of the portfolio to
achieve its objective of current income could be diminished by its restriction
on the use of non-investment grade corporate obligations. For a description of
these ratings, see Appendix A to the SAI. The Fund, however, does not require
that its investments in corporate obligations actually be rated by Moody's or
S&P, and may acquire such unrated obligations which in the opinion of the
Advisor are of a quality at least equal to a rating of Baa by Moody's or BBB
by S&P. Should the rating or quality of a corporate obligation decline after
purchase by the Fund, the Advisor will reconsider the advisability of
continuing to hold such obligation.

<PAGE>

Investment Objective and Policies, continued

The Fund may also hold cash and cash equivalent securities. Cash and cash
equivalents will include, among others, treasury bills, banker's acceptances,
certificates of deposits, time deposits and commercial paper. For a description
of these instruments, see Appendix A to the SAI. Cash equivalents will
generally be rated Prime-1 by Moody's or A or better by S&P, or, if unrated, of
comparable quality as determined by the Advisor. For a description of these
ratings, see Appendix A to the SAI.

INVESTMENT RISKS - As a fund investing in both equity and fixed-income
securities, the Fund is subject to market risk, interest rate risk and credit
risk. The market for equity securities in the United States tends to be
cyclical, with periods when the prices of securities generally rise and periods
when they generally decline. All equity securities are usually influenced to
some extent by price movements in the equities' market. Because of the risks
associated with investments in equity securities, the Fund is intended to be a
long-term investment vehicle and is not designed to provide investors with a
means of speculating on short-term stock market movements.

The fixed-income portion of the Fund will be subject to risk arising from
fluctuating interest rate levels. As prevailing interest rates decrease, bond
prices will increase. Likewise, when prevailing interest rates increase, bond
prices will decrease. The level of price volatility of a bond is generally
dependent upon the length of time until maturity. Bonds with longer maturities
usually have higher yields and greater price volatility than bonds with shorter
maturities. A change in the level of interest rates will affect the Net Asset
Value per share of the Fund as well as changing the yield of the Fund.

Fixed-income securities are also subject to credit risk arising from the ability
of the issuer to make timely payment of interest and principal installments.
Credit ratings give an indication of the issuer's ability to maintain these
timely payments. Normally, bonds with lower credit ratings will have higher
yields than bonds with the highest credit ratings. The Fund does not require
that its investments in corporate obligations actually be rated by Moody's or
S&P, and it may acquire such unrated obligations which in the opinion of the
Advisor are of a quality at least equal to a rating of Baa by Moody's or BBB by
S&P. With respect to investments in unrated obligations, the portfolio will be
more reliant on the Advisor's judgment and experience than would be the case if
the Fund invested solely in rated obligations. Obligations rated Baa by Moody's
or BBB by S&P have speculative characteristics. A rating of Baa by Moody's
indicates that the obligation is of "medium grade," neither highly protected nor
poorly secured. Interest payments and principal security appear adequate for
the present, but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. A rating of BBB by
S&P indicates that the obligation is in the lowest "investment grade" security
rating. Obligations rated BBB are regarded as having an adequate capacity to
pay principal and interest. Whereas such obligations normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay principal and interest than
obligations in the top three "investment grade" categories. Both credit and
market risks as described above are increased by investing in fixed-income
obligations rated Baa by Moody's and BBB by S&P. For a more detailed
description of these ratings, see Appendix A to the SAI.

Investors should consider the Fund as a vehicle with which to balance their
total investment program risks.

FOREIGN SECURITIES -The Fund may, using the criteria set forth above, invest up
to 25% of its assets in foreign equity or corporate debt securities. The Advisor
anticipates that such investments will be made in U.S. dollar denominated
securities in the form of (i) American Depository Receipts (ADRs) issued against
the securities of foreign issuers, or (ii) other securities of foreign issuers
that are traded on U.S. national securities exchanges or in the U.S.
over-the-counter market.

There are risks associated with investments in securities of foreign issuers.
Such risks include changes in currency rates, greater difficulty in commencing
lawsuits, differences between U.S. and foreign economies, and U.S. Government
policy with respect to certain investments abroad. Foreign companies are
frequently not subject to the accounting and financial reporting standards
applicable to U.S. companies, and there may be less information available about
foreign issuers. Securities of foreign issuers are generally less liquid and
more volatile than those of comparable U.S. issuers. There is often less
government regulation of issuers

<PAGE>

than in the U.S. There is also the possibility of expropriation or confiscatory
taxation, political or social instability or diplomatic developments that could
adversely affect the value of those investments.

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS - The Fund may purchase and
write options on securities and may invest in futures contracts for the purchase
and sale of foreign currencies, fixed-income securities and instruments based on
financial indices, options on futures contracts and forward contracts.
Additional information about futures, options and other derivative instruments
is contained in the SAI.

PRINCIPAL INVESTMENT RESTRICTIONS
- --------------------------------------------------------------------------------

The Fund is subject to certain investment restrictions which are fundamental
policies that cannot be changed without the approval of the holders of a
majority (as defined in the 1940 Act) of the Fund's outstanding securities. The
Fund's investment objective is such a policy. Among its other fundamental
policies, with respect to 75% of its assets, the Fund may not (i) invest more
than 5% of the value of its total assets in securities of any one issuer (other
than securities of the U.S. Government, its agencies and instrumentalities); or
(ii) invest 25% or more of the value of its total assets in securities of
issuers in any one industry. Additional information about the Fund's investment
restrictions is contained in the SAI.

It is the position of the staff of the SEC (and an operating although not a
fundamental policy of the Fund) that open-end investment companies, such as the
Fund, should not make certain investments if thereafter more than 10% of the
value of their net assets would be invested in illiquid assets. The investments
included in this 10% limit are (i) those which are restricted, i.e., those
which are subject to restriction as to disposition under Federal securities laws
(which the Fund does not expect to own), (ii) fixed time deposits subject to
withdrawal penalties (other than overnight deposits), (iii) repurchase
agreements having a

maturity of more than seven days, and (iv) investments which are not readily
marketable. This 10% limit does not include obligations payable at principal
amount plus accrued interest within seven days after purchase.

MANAGEMENT
- ------------------------------------------------------------------------

The Fund's Board of Trustees decides on matters of general policy and reviews
the activities of the Fund's Advisor and officers, and reviews the business
operations of the Fund.

THE ADVISOR - Cornerstone Capital Corp., The Peachtree, Suite 1700, 1355
Peachtree Street, Atlanta, Georgia 30309, acts as investment Advisor to the
Fund, subject to the control of the Fund's Board of Trustees, and supervises and
arranges the purchase and sale of securities held in the portfolio of the Fund.
The Advisor is a Georgia corporation organized in 1989. It was registered with
the SEC as an investment Advisor in 1989. The Advisor is controlled by Thomas E.
Quinn and Gene A. Hoots, through equal ownership of the Advisor's outstanding
shares.

Mr. Quinn is the portfolio manager for the Fund. He has worked in investment
management and financial analysis for 22 years, the last 6 years as a principal
of Cornerstone Capital Corp. His primary responsibilities are portfolio
management, investment strategy and research. Previously, Mr. Quinn was Chief
Investment Officer for RJR Investment Management, Inc. where he managed over
$600 million in primarily equity assets. He is a Chartered Financial Analyst
and a Certified Public Accountant. His graduate degrees include an MBA from the
University of North Carolina at Greensboro and an MS in Operations Research from
Ohio University.

<PAGE>

Management, continued

Mr. Hoots has worked in investment management and financial analysis for over 26
years, the last 6 years as a principal of Cornerstone Capital Corp. His primary
responsibilities are portfolio management, client service and investment policy.
Previously, Mr. Hoots was Vice President of Reich & Tang and President of RJR
Investment Management, Inc. He has an MBA from the University of North Carolina
at Chapel Hill and a BS in Engineering from N.C. State University.

The Fund has retained the Advisor under an Investment Advisory Agreement (the
"Agreement'') dated as of December 6, 1996, which remains in effect from year to
year if approved annually by the Board of Trustees. The Fund pays the Advisor a
fee, computed daily and payable monthly, at an annual rate of 1% of the Fund's
average daily net assets. This rate of fee is higher than the investment
advisory fees paid by most management investment companies.

The Agreement contains provisions relating to the selection of broker-dealers
("brokers'') for the Fund's portfolio transactions. One of such provisions
states that the Advisor, subject to all other provisions of the Agreement on the
subject, may consider sales of shares of the Fund and/or of any other investment
companies for which the Advisor acts as investment Advisor as a factor in the
selection of brokers to execute brokerage and principal transactions, subject to
the requirements of "best execution,'' as defined in the Agreement. See the SAI
for additional information as to brokerage.

The Fund is subject to the expense limitation set by applicable regulations of
the various state securities commissions relating to expenses. Currently, the
most restrictive applicable expense limitation is 2.5% of the first $30 million
of a fund's average net assets, 2.0% of the next $70 million of average net
assets, and 1.5% of average net assets in excess of $100 million. The Agreement
provides that the Advisor will reduce its fee in any fiscal year to the extent
that the expenses of the Fund exceed applicable state limitations. Should this
expense limitation be exceeded, the Advisor will waive its fee as necessary, up
to the full amount of the fee. In addition, the Advisor has voluntarily agreed
to reimburse the Fund for certain of its operating expenses to the extent and
for so long as may be necessary to keep the total operating expenses at no
greater than 2.0% of average net assets.

ADMINISTRATOR - Fortune Fund Administration, Inc. serves as the Fund's
Administrator pursuant to an Administration Agreement. The Administrator
provides certain record-keeping and shareholder servicing functions required
of registered investment companies, and will assist the Fund in preparing
and filing certain financial and other reports, and performs certain daily
functions required for ongoing operations.

The Administration Agreement provides that the Administrator will be paid at the
annual rate of .20% of the Fund's average daily assets, up to a maximum of
$4,000 a month. The Administrator will be reimbursed for certain out-of-pocket
expenses, and it may sub-contract with other responsible companies for some of
its duties. The Administrator is an affiliate of Cornerstone Capital Corp.
The address of the Administrator is 1389 Peachtree Street, N.E., Suite 180,
Atlanta, GA 30319.

See the SAI for more information regarding the Fund's Trustees and Officers.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The Fund's net asset value per share is determined as of 4:15 PM on each day
that the New York Stock Exchange is open for trading. The net asset value per
share is the value of the Fund's assets, less its liabilities, divided by the
number of shares of the Fund outstanding. The value of the Fund's portfolio
securities is, in general, the market value of such securities.

Common stocks and other securities that are listed on a
national securities exchange or the NASDAQ National Market System
are valued at the last sale price as of 4:15 p.m., New York time,
on each day that the NYSE is open for trading, or, in the absence
of recorded sales, at the last closing price on such exchange or
on such System. Unlisted securities that are not included in
such National Market System are valued at the closing price in
the over-the-counter market. Valuations of fixed-income
securities are supplied by independent pricing services used by
the Fund. Valuations of fixed-income securities are based upon a
consideration of yields or prices of obligations of comparable
quality, coupon, maturity and type, indications as to value from
recognized dealers, and general market conditions. The pricing
service may use electronic data processing techniques and/or
computerized matrix system to determine valuations. Fixed-income
securities for which market quotations are readily available are
valued based upon those quotations. The procedures used by the
pricing service are reviewed by the Fund under the general
supervision of the Trustees. The Trustees may deviate from the
valuation provided by the pricing service whenever, in their
judgment, such valuation is not indicative of the fair value of
the obligation. Securities and other assets for which market
quotations are not readily available are valued by appraisal at
their fair value as determined in good faith by the Advisor under
procedures established by and under the general supervision and
responsibility of the Board of Trustees. Debt securities which
mature in less than 60 days are valued at amortized cost (unless
the Board of Trustees determines that this method does not
represent the fair market value of such assets), if their
original maturity was 60 days or less.

DISTRIBUTION PLAN
- --------------------------------------------------------------------------------

The Fund is authorized under a Distribution Plan, pursuant to Rule 12b-1 of
the 1940 Act, to use its assets to finance certain activities relating to the
distribution of shares. Pursuant to the Distribution Plan, the Advisor or

<PAGE>

Attkisson, Carter & Akers, Inc., One Buckhead Plaza, Suite 1475, 3060 Peachtree
Road, N.W., Atlanta, GA, 30305 (the "Distributor"), the Fund's distributor and
principal underwriter, are authorized to purchase advertising, sales literature,
and other promotional material and to pay affiliated sales people of the
Distributor. The annual expenditure limit under the Fund's Distribution Plan is
.25% of 1%. No such reimbursement may be made for expenditures or fees for
fiscal years prior to the current fiscal year or in contemplation of future
fees or expenditures. Any reimbursement paid pursuant to the Distribution Plan
is in addition to the investment Advisory fee.

The Fund has also entered into a separate Distribution Agreement with the
Distributor pursuant to which the Distributor acts as agent upon the receipt of
purchase orders from investors.

HOW TO PURCHASE SHARES
- -------------------------------------------------------------------------------

Shares of the Fund may be purchased at the Net Asset Value next determined after
receipt of an account application in proper form; see "Net Asset Value". The
minimum initial investment is $2,000 and the minimum subsequent investment in
the Fund is $250. The Fund reserves the right to reject any account application.

INVESTING BY MAIL - To purchase shares of the Fund, investors should mail a
completed account application with a check payable to CornerCap Balanced Fund,
Fortune Fund Administration, Inc., 1389 Peachtree Street, N.E., Suite 180,
Atlanta, Georgia 30309-3035. No certificates will
be issued unless specifically requested.

If the purchase being made is a subsequent investment, the shareholder should
send a stub from a confirmation previously sent by the Transfer Agent in lieu of
the account application. If no such stub is available, a brief letter giving the
registration of the account and the account number should accompany the check.
In addition, the shareholder's account number should be written on the check.
Checks do not need to be certified but are accepted subject to face value in
U.S. dollars and must be drawn on a U.S. bank.

INVESTING BY WIRE - You may purchase shares by requesting your bank to transmit
"Federal Funds" by wire directly to the Transfer Agent. To invest by wire
please call the Transfer Agent at 1-800-628-4077 for instructions, then notify
the Distributor by calling 1-800-848-9555. Your bank may charge you a small fee
for this service. The Account Application which accompanies this Prospectus
should be completed and promptly forwarded to the Transfer Agent. This
application is required to complete the Fund's records in order to allow you
access to your shares. Once your account is opened by mail or by wire,
additional investments may be made at any time through the wire procedure
described above. Be sure to include your name and account number in the wire
instructions you provide your bank.

EXCHANGE PRIVILEGE - You may exchange your shares in this Fund for those of the
CornerCap Growth Fund, on the basis of their respective net asset values at the
time of the exchange. Before making any exchange, be sure to review the
prospectus of the Growth Fund and consider their differences.

An exchange is the redemption of shares from one fund followed by the purchase
of shares in another. Therefore, any gain or loss realized on the exchange is
recognizable for federal income tax purposes (unless your account is tax
deferred).

You may make four exchanges out of each fund during each calendar year. The
fund accounts must be identically registered. In addition, the exchange
privilege is limited to states in which the shares of the other fund being
acquired are registered for sale.

The Fund reserves the right to reject any exchange request, or to modify or
terminate exchange privileges, in the best interests of the Fund and its
shareholders. Notice of all such modifications or termination will be given at
least 60 days prior to the effective date of the change in privilege, except for
unusual instances (such as when redemptions of the exchange are suspended under
Section 22(e) of the Investment Company Act of 1940, or when sales of the fund
into which you are exchanging are temporarily stopped).

<PAGE>

HOW TO REDEEM SHARES
- -------------------------------------------------------------------------------

The Fund will redeem for cash all of its full and fractional shares at the net
asset value per share next determined after receipt of a redemption request in
proper form, as described below.

A shareholder wishing to redeem shares may do so at any time by writing or
calling CornerCap Balanced Fund, Fortune Fund Administration, Inc., 1389
Peachtree Street, N.E., Suite 180, Atlanta, Georgia 30309-3035 (800/628-4077).
The instructions should specify the number of shares to be redeemed and be
signed by all registered owners exactly as the account is registered. It will
not be accepted unless it contains all required documents in proper form,
as described below.

In addition to written instructions, if any shares being redeemed or repurchased
are represented by stock certificates, the certificates must be surrendered. The
certificates must either be endorsed or accompanied by a stock power signed by
the registered owners, exactly as the certificates are registered. Additional
documents may be required from corporations or other organizations, fiduciaries
or anyone other than the shareholder of record.

The Fund does not issue share certificates unless specifically requested.
Maintaining shares in uncertificated form minimizes the risk of loss or theft of
a share certificate. A lost, stolen or destroyed certificate can only be
replaced upon obtaining a sufficient indemnity bond. The cost of such a bond,
which is borne by the shareholder, can be 2% or more of the value of the missing
certificate. To resolve questions concerning documents, contact the Transfer
Agent at 1-800-628-4077.

Payment for shares tendered will be made within three days after receipt by the
transfer agent of instructions, certificates, if any, and other documents, all
in proper form. However, payment may be delayed under unusual circumstances, as
specified in the 1940 Act or as determined by the SEC. Payment may also be
delayed for any shares purchased by check for a reasonable time (not to exceed
15 days) necessary to determine that the purchase check will be honored. Payment
will be sent only to shareholders at the address of record. A signature
guarantee is required if the shareholder requests that the check be mailed
anywhere other than to the shareholder's address of record.

If the Board of Trustees determines that it would be detrimental to the best
interests of the remaining shareholders of the Fund to make payment wholly or
partly in cash, the Fund may pay the redemption price in whole or in part by a
distribution in kind of securities from the portfolio of the Fund, in lieu of
cash, in conformity with applicable rules of the SEC. The Fund, however, has
elected to be governed by Rule 18f-1 under the 1940 Act pursuant to which the
Fund is obligated to redeem shares solely in cash up to the lesser of $250,000
or 1% of the net asset value of the Fund during any 90 day period for any one
shareholder. Should redemptions by any shareholder exceed such limitation, the
Fund will have the option of redeeming the excess in cash or in kind. If shares
are redeemed in kind, the redeeming shareholder would incur brokerage costs in
converting the assets into cash.

The Board of Trustees may, in order to reduce the expenses of the Fund, redeem
all of the shares of any shareholder (other than a qualified retirement plan)
whose account has declined to a net asset value of less than $2,000, as a result
of a transfer or redemption, at the net asset value determined as of the close
of business on the business day preceding the sending of notice of such
redemption. The Fund would give shareholders whose shares were being redeemed 60
days' prior written notice in which to purchase sufficient shares to avoid such
redemption.

TELEPHONE PURCHASES, EXCHANGES AND REDEMPTIONS FOR SECURITIES FIRMS
- -------------------------------------------------------------------------------

The following purchase, exchange and redemption telephone procedures have been
established by the Fund for investors who purchase Fund shares through member
firms of the National Association of Securities Dealers, Inc. (the "NASD") who
have accounts with the Fund for the benefit of their clients. Telephone
purchases, exchanges and redemptions will be effected by the Fund only through
such NASD members, who in turn will be responsible for crediting the investor's
account at the NASD member with the amount of any

<PAGE>

purchase, exchange or redemption pursuant to its account agreement with the
investors' instruction to purchase, exchange or redeem Fund shares.

NASD member firms may charge a reasonable handling fee for providing this
service. Such fees are established by each NASD member acting independently
from the Fund and neither the Fund nor the Distributor receives any part of such
fees. Such handling fees may be avoided by investing directly with the Fund
through the Distributor, but investors doing so will not be able to avail
themselves of the Fund's telephone privileges.

Member firms of the NASD may telephone the Distributor at (800) 628-4077 and
place purchase and redemption orders on behalf of investors who carry their Fund
investments through the member's account with the Fund.

PURCHASE BY TELEPHONE. Shares shall be purchased at the next determined net
asset value. Payment for shares purchased must be received from the NASD member
firm by the Fund by wire no later than the third business day following the
purchase order. If payment for any purchase order is not received on or before
the third business day, the order is subject to cancellation by the Fund and the
NASD member firm's account with the Fund will immediately be charged for any
loss.

EXCHANGE BY TELEPHONE. Exchanges will be made based on the respective net asset
values of the Funds involved.

REDEMPTION BY TELEPHONE. The redemption price is the net asset value next
determined after the receipt of the redemption request by the Fund. Payment
for shares redeemed will be made or delayed as provided above under "How to
Redeem Shares."

By electing telephone purchase, exchange and redemption privileges, NASD member
firms, on behalf of themselves and their clients, agree that neither the Fund,
the Distributor nor the Transfer Agent shall be liable for following
instructions communicated by telephone and reasonably believed to be genuine.
The Fund and its agents provide written confirmation of transactions initiated
by telephone as a procedure designed to confirm that telephone instructions are
genuine. In addition, all telephone transactions are recorded. As a result of
these and other policies, the NASD member firm may bear the risk of any loss in
the event of such a transaction. If the Fund fails to employ this and other
established procedures, it may be liable. The Fund reserves the right to modify
or terminate these telephone privileges at any time.

DIVIDENDS AND TAX STATUS
- -------------------------------------------------------------------------------

The Fund currently intends to make two distributions of any net income or
capital gains during each calendar year. The first distribution will be made
following the Fund's fiscal year end, March 31, and the second distribution, if
any, will be declared by December 31 of each year with respect to any additional
undistributed capital gains earned during the one year period ended October 31
of such calendar year and with respect to any undistributed income for such
calendar year. The amount and frequency of distributions by the Fund are not
guaranteed and are subject to the discretion of the Fund's Board of Trustees.

The Fund has qualified and elected to be treated as a "regulated investment
company'' under Subchapter M of the Code during its previous fiscal periods and
intends to continue to do so in the future. By distributing all of its net
investment income and net capital gains to its shareholders for a fiscal year in
accordance with the timing requirements of the Code and by meeting other
requirements

11<PAGE>
Dividends & Tax Status, continued

of the Code relating to the sources of income and diversification of its assets,
the Fund will not be subject to Federal income or excise taxes.

All dividends from net investment income together with those derived from the
excess of net short-term capital gain over net long-term capital loss
(collectively, "income dividends''), will be taxable as ordinary income to
shareholders whether or not paid in additional shares. Any distributions
derived from the excess of net long-term capital gain over net short-term
capital loss ("capital gains distributions'') are taxable as long-term capital
gains to shareholders regardless of the length of time a shareholder has owned
his shares. Any loss realized upon the redemption of shares within six months
after the date of their purchase will be treated as a long-term capital loss to
the extent of amounts treated as distributions of net long-term capital gain
during such six-month period.

Income dividends and capital gains distributions are taxed in the manner
described above, regardless of whether they are received in cash or reinvested
in additional shares. For the convenience of investors, all income dividends and
capital gains distributions are reinvested in full and fractional shares of the
Fund based on the net asset value per share at the close of business on the
record date, unless the shareholder has given prior written notice to the
transfer agent that the payment should be made in cash or unless the investor
lives in a state in which the shares of the Fund are not registered for sale and
it is not otherwise lawful to reinvest such distributions. Shareholders will
receive information annually on Form 1099 with respect to the amount and nature
of income and gains to assist them in reporting the prior calendar year's
distributions on their Federal income tax return.

Distributions which are declared in October, November, or December but which are
not paid to shareholders until the following January will be treated for tax
purposes as if received on December 31 of the year in which they were declared.

Under the Code, the Fund may be required to impose backup withholding at a rate
of 31% on income dividends and capital gains distributions, and payment of
redemption proceeds to individuals and other non-exempt shareholders, if such
shareholders have not provided a correct taxpayer identification number and made
the certifications required by the Internal Revenue Service on the account
application. A shareholder may also be subject to backup withholding if the
Internal Revenue Service or a broker notifies the Fund that the shareholder is
subject to backup withholding.

The Fund may liquidate the account of any shareholder who fails to furnish its
certificate of taxpayer identification number within 30 days after date the
account was opened.

Shareholders should consult their tax Advisors with respect to applicable
foreign, state and local taxes.

PERFORMANCE INFORMATION
- -------------------------------------------------------------------------------

From time to time, the Fund may publish its total return in advertisements and
communications to investors. Total return information 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 total return will be based upon the value of the
shares acquired through a hypothetical $1,000 investment at the beginning of the
specified period and the net asset value of such shares at the end of the
period, assuming reinvestment of all distributions at net asset value. Total
return figures will reflect all recurring charges against the Fund's income.

Investors should note that the investment results of the Fund will fluctuate
over time, and any presentation of the Fund's total return for any period should
not be considered as a representation of what an investor's total return may be
in any future period. For further information, see the SAI.

<PAGE>

In reports or other communications to shareholders and in advertising material,
the Fund may compare performance with that of other mutual funds as listed in
the rankings prepared by Lipper Analytical Services, Inc. and similar
independent services that monitor the performance of mutual funds, or unmanaged
indices of securities of the type in which the Fund invests.

Cornerstone Capital, the investment advisor to the Fund, manages private
accounts with substantially similar investment objectives as the CornerCap
Balanced Fund. In accordance with the Association for Investment Management and
Research (AIMR) standards for reporting, Cornerstone Capital's average annual
composite returns for accounts with a balanced objective similar to the Fund's
are as follows:

2ND QTR. '96 1YR. 3YR. 5YR.
------------ ---- ---- ----

3.4% 13.6% 10.8% 12.0%

PRIVATE ACCOUNT PERFORMANCE DOES NOT REPRESENT THE HISTORICAL PERFORMANCE OF THE
FUND AND IS NOT INDICATIVE OF THE FUND'S FUTURE PERFORMANCE. PRIVATE ACCOUNTS
MAY NOT BE SUBJECT TO CERTAIN INVESTMENT LIMITATIONS, DIVERSIFICATION
REQUIREMENTS, AND OTHER RESTRICTIONS IMPOSED BY THE INVESTMENT COMPANY ACT OF
1940 AND THE INTERNAL REVENUE CODE, WHICH, IF APPLICABLE, MAY HAVE ADVERSELY
AFFECTED THE PERFORMANCE RESULTS OF THE PRIVATE ACCOUNTS COMPOSITE. IN SPITE OF
THE FOREGOING AND THE FACT THAT PAST PERFORMANCE IS NEVER NECESSARILY INDICATIVE
OF FUTURE RESULTS, INVESTORS MAY CONSIDER THIS PRIVATE ACCOUNT INFORMATION
RELEVANT IN DECIDING WHETHER TO BECOME AN INVESTOR IN THE FUND.

GENERAL INFORMATION
- -------------------------------------------------------------------------------

The Fund is a new series of the CornerCap Funds and has only recently begun
operations. The CornerCap Funds were organized on January 6, 1986, as a
Massachusetts business trust. The Declaration of Trust provides that the
Trustees will not be liable for errors of judgment or mistakes of fact or law,
but nothing in the Declaration of Trust protects a Trustee against any liability
to which he would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties involved in the
conduct of his office. In addition, the Declaration of Trust contains an
express disclaimer of Shareholder liability for acts or obligations of the Fund.

Shareholders are entitled to one vote for each full share held (and fractional
votes for fractional shares) and may vote in the election of Trustees and on
other matters submitted to meetings of shareholders. It is not contemplated
that regular annual meetings of shareholders will be held. There are no
conversion or preemptive rights in connection with any shares of each of the
series of the CornerCap Funds, nor are there cumulative rights with respect to
the shares of any series. Each issued and outstanding share of each series is
entitled to participate equally in dividends and distributions declared by its
respective series and in net assets of each series upon liquidation or
distribution remaining after satisfaction of outstanding liabilities. The
Declaration of Trust provides that the obligations and liabilities of a
particular series are restricted to the assets of that series and do not extend
to the assets of the CornerCap Funds generally. The Board of Trustees may, at
its own discretion, create additional series of shares.

The Declaration of Trust provides that the Fund's shareholders have the right,
upon the declaration in writing or vote of more than two-thirds of its
outstanding shares, to remove a Trustee. The Trustees will call a meeting of
shareholders to vote on the removal of a Trustee upon the written request of the
record holders of 10% of its shares. In addition, ten shareholders holding the
lesser of $25,000 worth or 1% of Fund shares may advise the Trustees in writing
that they wish to communicate with other shareholders for the purpose of
requesting a meeting to remove a Trustee. The Trustees will then, if requested
by the applicants, mail at the applicants' expense the applicants'
communications to all other shareholders. Except for a change in the name of the
Fund, no amendment may be made to the Declaration of Trust without the
affirmative vote of the holders of more than 50% of its outstanding shares. The
holders of shares

<PAGE>

General Information continued

have no pre-emptive or conversion rights. Shares when issued are fully paid and
non-assessable, except as set forth above. The Fund may be terminated upon the
sale of its assets to another issuer, if such sale is approved by the vote of
the holders of more than 50% of the outstanding shares of each series, or upon
liquidation and distribution of its assets, if so approved. If not so
terminated, the Fund will continue indefinitely.

With respect to the purchase and sale of Fund shares, certain broker/dealers
other than the Distributor may charge a fee to Fund investors for executing
transactions on the investor's behalf. Such transactions may be executed on the
investor's behalf directly through the Fund's Transfer Agent without payment of
such a fee. See the section entitled "How to Purchase Shares" in the
Prospectus.

The Advisor will sell portfolio securities whenever it is appropriate,
regardless of how long the securities have been held by the Fund. The Advisor
will change the Fund's investments whenever it believes doing so furthers the
Fund's investment objective. Portfolio turnover involves some expense to the
Fund, including brokerage commissions and other transaction costs and
reinvestment in other securities. Portfolio turnover may also result in the
recognition of capital gains which may be distributed to shareholders. Tax
considerations may limit the Fund's portfolio turnover. The Fund's annual rate
on portfolio turnover is anticipated to be between 30% and 70% for both the
equity and fixed income portions of the portfolio. Tait, Weller & Baker
serves as the certified public accountants of the Fund. Fortune Fund
Administration, Inc. serves as the Fund's Transfer Agent and Accounting
Services Agent pursuant to separate Transfer Agent and Accounting Services
Agreements. Fortune Fund Administration, Inc. is affiliated with Cornerstone
Capital Corp., the Advisor. Pursuant to the Accounting Services Agreement,
Fortune will receive a minimum fee of $18,000 per year. Pursuant to the
Transfer Agent Agreement, Fortune will receive a minimum fee of $12,000
per year. The Trust Department of Wachovia Bank of N.C. is the custodian
of the Fund's assets. The legality of the securities offered
by this Prospectus will be passed upon for the CornerCap Funds by Kilpatrick &
Cody, L.L.P. Kilpatrick & Cody, L.L.P. also represents the Advisor and
Administrator and would represent them in any dispute with the Fund.
Shareholder inquiries related to the administration of shareholder accounts
should be directed to the Transfer Agent, and inquiries related to the
investment objectives of the Fund should be directed to the Advisor.

<PAGE>
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

Acquisition of the assets of

The Atlanta Growth Fund, Inc.
1100 Peachtree Street
Suite 1661
Atlanta, Georgia 30309
Telephone: (800) 899-4742

By and in exchange for shares of

The Balanced Fund
of the CornerCap Group of Funds
The Peachtree, Suite 1700, 1355
Peachtree Street, Atlanta, Georgia 30309
Telephone: (404) 870-0700 (collect)

This Statement of Additional Information relating
specifically to the proposed acquisition of all of the assets of
The Atlanta Growth Fund, Inc. (the "Atlanta Fund") in exchange
for shares of the CornerCap Balanced Fund, consists of this cover
page and the Statement of Additional Information of the CornerCap
Balanced Fund dated December 6, 1996 documents which Statement of
Additional Information is attached hereto and incorporated by
reference herein.

This Statement of Additional Information is not a
prospectus. A Proxy Statement/Prospectus dated December 31,
1996 relating to the above-referenced matter may be obtained from
the CornerCap Balanced Fund. This Statement of Additional
Information relates to, and should be read in conjunction with,
such Proxy Statement/Prospectus.

The date of this Statement of Additional Information is
December 31, 1996.
<PAGE>

CORNERCAP BALANCED FUND
OF
THE CORNERCAP GROUP OF FUNDS
A "SERIES" INVESTMENT COMPANY

STATEMENT OF ADDITIONAL INFORMATION
Dated December 6, 1996

The CornerCap Balanced Fund (the "Fund") is a series of the CornerCap Group of
Funds, a diversified open-end management investment company registered with the
Securities and Exchange Commission (the "SEC") as required by the Investment
Company Act of 1940 (the "1940 Act"). The only other series of the CornerCap
Funds is the CornerCap Growth Fund is offered under a separate Prospectus and
Statement of Additional Information. Prior to June 1995, The CornerCap Group of
Funds' name was The Cornerstone Group of Funds.

This Statement of Additional Information is not a prospectus, and it should be
read in conjunction with the Prospectus of the Fund dated December 6, 1996, as
may be amended from time to time (the "Prospectus"); copies of the Prospectus
may be obtained from the Fund, c/o Cornerstone Capital Corp., The Peachtree,
Suite 1700, 1355 Peachtree Street, Atlanta, Georgia 30309. Cornerstone
Capital Corp. (the "Advisor") is the Fund's investment advisor.

TABLE OF CONTENTS

Page

Investment Objectives and Policies . . . . . . . . . . . . . . . . . . . . 2
Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Investment Restrictions. . . . . . . . . . . . . . . . . . . . . . . . . . 2
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Advisor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Accounting & Administrative Services . . . . . . . . . . . . . . . . . . . 6
Portfolio Transactions and Brokerage . . . . . . . . . . . . . . . . . . . 6
Distribution Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Net Asset Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Tax Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . 12

<PAGE>

Performance Information. . . . . . . . . . . . . . . . . . . . . . . . . . 12
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

INVESTMENT OBJECTIVES AND POLICIES

The investment objective of the Fund is to obtain long-term capital appreciation
and current income. The Fund will attempt to achieve its objective by normally
investing 50% to 70% of its total assets in equity securities of domestic and
foreign issuers and at least 30% in fixed income securities including cash and
cash equivalents. The Fund does not intent to invest more than 25% of its
assets in any one industry. The portfolio and investment strategies of the
Fund are described in the Fund's Prospectus. The following discussion
elaborates on the disclosure of the Fund's investment policies contained
in the Prospectus. Notwithstanding the following, the Fund does not currently
anticipate investing more than 5% of its assets in repurchase agreements,
foreign securities, options, futures, currency contracts, swap agreements
or mortgage related securities.

REPURCHASE AGREEMENTS. The Fund may engage in repurchase agreements. A
repurchase agreement, which may be considered a "loan" under the Investment
Company Act of 1940 as amended (the "1940 Act"), is a transaction in which a
fund purchases a security and simultaneously commits to sell the security to the
seller at an agreed-upon price and date (usually not more than seven days) after
the date of purchase. The resale price reflects the purchase price plus an
agreed-upon market rate of interest which is unrelated to the coupon rate or
maturity of the purchased security. The Fund's risk is limited to the ability
of the seller to pay the agreed-upon amount on the delivery date. In the
opinion of management, this risk is not material; if the seller defaults, the
underlying security constitutes collateral for the seller's obligations to pay.
This collateral, equal to or in excess of 100% of the repurchase agreement, will
be held by the custodian for the Fund's assets. However, in the absence of
compelling legal precedents in this area, there can be no assurance that the
Fund will be able to maintain its rights to such collateral upon default of the
issuer of the repurchase agreement. To the extent that the proceeds from a sale
upon a default in the obligation to repurchase are less than the repurchase
price, the Fund would suffer a loss. It is intended (but not required) that at
no time will the market value of any of the Fund's securities subject to
repurchase agreements exceed 50% of the total assets of entering into such
agreement. It is intended for the Fund to enter into repurchase agreements with
commercial banks and securities dealers. The Board of Trustees will monitor the
creditworthiness of such entities.

FOREIGN SECURITIES. The Fund may invest directly in foreign equity securities
traded on U.S. national exchanges or over-the-counter and in foreign securities
represented by ADRs, as described below. The Fund may also invest in foreign
currency-denominated fixed-income securities. Investing in securities issued by
companies whose principal business activities are outside the United States may
involve significant risks not present in domestic investments. For example,
there is generally less publicly available information about foreign companies,
particularly those not subject to the disclosure and reporting requirements of
the U.S. securities laws. Foreign issuers are generally not bound by uniform
accounting, auditing, and financial reporting requirements and standards of
practice comparable to those applicable to

<PAGE>

domestic issuers. Investments in foreign securities also involve the risk of
possible adverse changes in investment or exchange control regulations,
expropriation or confiscatory taxation, limitation on the removal of cash or
other assets of the Fund, political or financial instability, or diplomatic and
other developments which could affect such investments. Further, economies of
particular countries or areas of the world may differ favorably or unfavorably
from the economy of the United States. Foreign securities often trade with less
frequency and volume than domestic securities and therefore may exhibit greater
price volatility. Additional costs associated with an investment in foreign
securities may include higher custodial fees than apply to domestic custodial
arrangements, and transaction costs of foreign currency conversions.

ADRs provide a method whereby the Fund may invest in securities issued by
companies whose principal business activities are outside the United States.
These securities will not be denominated in the same currency as the securities
into which they may be converted. Generally, ADRs, in registered form, are
designed for use in U.S. securities markets.

ADRs are receipts typically issued by a U.S. bank or trust company evidencing
ownership of the underlying securities, and may be issued as sponsored or
unsponsored programs. In sponsored programs, an issuer has made arrangements to
have its securities trade in the form of ADRs. In unsponsored programs, the
issuer may not be directly involved in the creation of the program. Although
regulatory requirements with respect to sponsored and unsponsored programs are
generally similar, in some cases it may be easier to obtain financial
information from an issuer that has participated in the creation of a sponsored
program.

OPTIONS. The Fund may purchase and write put and call options on securities.
The Fund may write a call or put option only if the option is "covered" by the
Fund holding a position in the underlying securities or by other means which
would permit immediate satisfaction of the Fund's obligation as writer of the
option. The purchase and writing of options involves certain risks. During
the option period, the covered call writer has, in return for the premium on the
option, given up the opportunity to profit from a price increase in the
underlying securities above the exercise price, but, as long as its obligation
as a writer continues, has retained the risk of loss should the price of the
underlying security decline. The writer of an option has no control over the
time when it may be required to fulfill its obligation as a writer of the
option. Once an option writer has received an exercise notice, it cannot effect
a closing purchase transaction in order to terminate its obligation under the
option and must deliver the underlying securities at the exercise price. If a
put or call option purchased by the Fund is not sold when it has remaining
value, and if the market prices of the underlying security, in the case of a
put, remains equal to or greater than the exercise price or, in the case of a
call, remains less than or equal to the exercise price, the Fund will lose its
entire investment in the option. Also, where a put or call option on a
particular security is purchased to hedge against price movements in a related
security, the price of the put or call option may move more or less than the
price of the related security. There can be no

<PAGE>

assurance that a liquid market will exist when the Fund seeks to close out an
option position. Furthermore, if trading restrictions or suspensions are
imposed on the options market, a Fund may be unable to close out a position.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. The Fund may invest in
interest rate futures contracts and options thereon ("futures options"); the
Fund may enter into foreign currency futures contracts and options; and the Fund
may enter into stock index futures contracts and options thereon. Such
contracts may not be entered into for speculative purposes. When a Fund
purchases a futures contract, an amount of cash, U.S. Government securities, or
money market instruments equal to the fair market value less initial and
variation margin of the futures contract will be deposited in a segregated
account to collateralize the position and thereby ensure that such futures
contract is "covered."

There are several risks associated with the use of futures and futures options.
The value of a futures contract may decline. With respect to transactions for
hedging, there can be no guarantee that there will be a correlation between
price movements in the hedging vehicle and in the portfolio securities being
hedged. An incorrect correlation could result in a loss on both the hedged
securities in a Fund and the hedging vehicle so that the Fund return might have
been greater had hedging not been attempted. There can be no assurance that a
liquid market will exist at a time when a Fund seeks to close out a futures
contract or a futures option position. Most futures exchanges and boards of
trade limit the amount of fluctuation permitted in futures contract prices
during a single day; once the daily limit has been reached on a particular
contract, no trades may be made that day at a price beyond that limit. In
addition, certain of these instruments are relatively new and without a
significant trading history. As a result, there is no assurance that an active
secondary market will develop or continue to exist. Lack of a liquid market for
any reason may prevent the Fund from liquidating an unfavorable position and the
Fund would remain obligated to meet margin requirements until the position is
closed.

The Fund will only enter into futures contracts or futures options which are
standardized and traded on a U.S. or foreign exchange or board of trade, or
similar entity, or quoted on an automated quotation system. The Fund will use
financial futures contracts and related options only for "bona fide hedging"
purposes, as such term is defined in applicable regulations of the Commodity
Futures Trading Commission, or, with respect to positions in financial futures
and related options that do not qualify as "bona fide hedging" positions, will
enter into such non-hedging positions only to the extent that aggregate initial
margin deposits plus premiums paid by it for open futures option positions, less
the amount by which any such positions are "in-a-money," would not exceed 5% of
the Fund's total assets.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. The Fund may enter into forward
foreign currency exchange contracts ("forward contracts") to attempt to minimize
the risk to the Fund from adverse changes in the relationship between the U.S.
dollar and foreign

<PAGE>

currencies. A forward contract is an obligation to purchase or sell a specific
currency for an agreed price at a future date which is individually negotiated
and privately traded by currency traders and their customers. Such contracts
may not be entered into for speculative purposes. The Fund will not enter into
forward contracts if, as a result, more than 10% of the value of its total
assets would be committed to the consummation of such contracts, and will
segregate assets or "cover" its positions consistent with requirements under the
1940 Act to avoid any potential leveraging of the Fund.

SWAP AGREEMENTS. The Fund may enter into interest rate, index and currency
exchange rate swap agreements for purposes of attempting to obtain a particular
desired return at a lower cost to the Fund than if it had invested directly in
an instrument that yielded that desired return. Swap agreements are two-party
contracts entered into primarily by institutional investors for periods ranging
from a few weeks to more than one year. In a standard "swap" transaction, two
parties agree to exchange the returns (or differentials in rates of return)
earned or realized on particular predetermined investments or instruments. The
gross returns to be exchanged or "swapped" between the parties are calculated
with respect to a "notional amount," i.e., the return on or increase in value of
a particular dollar amount invested at a particular interest rate, in a
particular foreign currency, or in a "basket" of securities representing a
particular index. Commonly used swap agreements include interest rate caps,
under which, in return for a premium, one party agrees to make payments to the
other to the extent that interest rates exceed a specified rate, or "cap;"
interest rate floors, under which, in return for a premium, one party agrees to
make payments to the other to the extent that interest rates fall below a
specified level, or "floor;" and interest rate collars, under which a party
sells a cap and purchases a floor or vice versa in an attempt to protect itself
against interest rate movements exceeding given minimum or maximum levels.

The "notional amount" of the swap agreement is only a fictive basis on which to
calculate the obligations which the parties to a swap agreement have agreed to
exchange. Most swap agreements entered into by the Fund would calculate the
obligations of the parties to the agreement on a "net basis." Consequently, the
Fund's obligations (or rights) under a swap agreement will generally be equal
only to the net amount to be paid or received under the agreement based on the
relative values of the positions held by each party to the agreement (the "net
amount"). Obligations under a swap agreement will be accrued daily (offset
against amounts owing to the Fund) and any accrued but unpaid net amounts owed
to a swap counterpart will be covered by the maintenance of a segregated account
consisting of cash, U.S. Government securities, or high-grade debt obligations,
to avoid any potential leveraging of the Fund. The Fund will not enter into a
swap agreement with any single party if the net amount owed or to be received
under existing contracts with that party would exceed 5% of the Fund's total
assets.

MORTGAGE-RELATED SECURITIES. The Fund may invest in mortgage-backed and other
asset-backed securities. These securities include mortgage pass-through
certificates, collaterized

<PAGE>

mortgage obligations, mortgage-backed bonds and securities representing
interests in other types of financial assets.

MORTGAGE PASS-THROUGH SECURITIES representing interests in "pools" of mortgage
loans in which payments of both interest and principal on the securities are
generally made monthly, in effect "passing through" monthly payments made by the
individual borrowers on the mortgage loans which underlie the securities (net of
fees paid to the issuer or guarantor of the securities).

Payment of principal and interest on some mortgage pass-through securities may
be guaranteed by the full faith and credit of the U.S. Government (in the case
of securities guaranteed by the Government National Mortgage Association
"GNMA"); or guaranteed by agencies or instrumentalities of the U.S. Government
(in the case of securities guaranteed by the Federal National Mortgage
Association "FNMA" or the Federal Home Loan Mortgage Corporation "FHLMC", which
are supported only by the discretionary authority of the U.S. Government to
purchase the agency's obligations).

CMOS are securities which are typically collateralized by portfolios of mortgage
pass-through securities guaranteed by GNMA, FNMA, or FHLMC. Similar to a bond,
interest and prepaid principal on a CMO are paid, in most cases, semiannually.
CMOs are structured into multiple classes, with each class bearing a different
stated maturity. Monthly payments of principal, including prepayments, are
first returned to investors holding the shortest maturity class; investors
holding the longer maturity classes will receive principal only after the first
class has been retired. An investor is partially guarded against a sooner than
desired return of principal because of the sequential payments. CMOs that are
issued or guaranteed by the U.S. Government or by any of its agencies or
instrumentalities will be considered U.S. Government securities by the Fund,
while other CMOs, even if collateralized by U.S. Government securities, will
have the same status as other privately issued securities for purposes of
applying the Fund's diversification tests.

In a typical CMO transaction, a corporation ("issuer") issues multiple series
(E.G., A, B, C, Z) of CMO bonds ("Bonds"). Proceeds of the Bond offering are
used to purchase mortgages or mortgage pass-through certificates ("Collateral").
The Collateral is pledged to a third-party trustee as security for the Bonds.
Principal and interest payments from the Collateral are used to pay principal on
the Bonds in the order A, B, C, Z. The Series A, B, and C Bonds all bear
current interest. Interest on the Series Z Bond is accrued and added to
principal and a like amount is paid as principal on the Series A, B, or C Bond
currently being paid off. When the Series A, B, and C Bonds are paid in full,
interest and principal on the Series Z Bond begins to be paid currently. With
some CMOs, the issuer serves as a conduit to allow loan originators (primarily
builders or savings and loan associations) to borrow against their loan
portfolios.

<PAGE>

MORTGAGE-BACKED BONDS are general obligations of the issuer fully collateralized
directly or indirectly by a pool of mortgages. The mortgages serve as
collateral for the issuer's payment obligations on the bonds but interest and
principal payments on the mortgages are not passed through either directly (as
with GNMA certificates and FNMA and FHLMC pass-through securities) or on a
modified basis (as with CMOs). Accordingly, a change in the rate of prepayments
on the pool of mortgages could change the effective maturity of a CMO but not
that of a mortgage-backed bond (although, like many bonds, mortgage-backed bonds
can provide that they are callable by the issuer prior to maturity).

ASSET-BACKED SECURITIES are securities representing interests in other types of
financial assets, such as automobile-finance receivables or credit-card
receivables. Such securities are subject to many of the same risks as are
mortgage-backed securities, including prepayment risks and risks of foreclosure.
They may or may not be secured by the receivables themselves or may be unsecured
obligations of their issuers.

RISKS OF MORTGAGE-RELATED SECURITIES. Investment in mortgage-backed securities
poses several risks, including prepayment, market, and credit risk. Prepayment
risk reflects the risk that borrowers may prepay their mortgages faster than
expected, thereby affecting the investment's average life and perhaps it yield.
Whether or not a mortgage loan is prepaid is almost entirely controlled by the
borrower. Borrowers are most likely to exercise prepayment options at the time
when it is least advantageous to investors, generally prepaying mortgages as
interest rates fall, and slowing payments as interest rates rise. Besides the
effect of prevailing interest rates, the rate of prepayment and refinancing of
mortgages may also be affected by home value appreciation, ease of the
refinancing process and local economic conditions.

Market risk reflects the risk that the price of the security may fluctuate over
time. The price of mortgage-backed securities may be particularly sensitive to
prevailing interest rates, the length of time the security is expected to be
outstanding, and the liquidity of the issue. In a period of unstable interest
rates, there may be decreased demand for certain types of mortgage-backed
securities, and a fund invested in such securities wishing to sell them may find
it difficult to find a buyer, which may in turn decrease the price at which they
may be sold.

Credit risk reflects the risk that the Fund may not receive all or part of its
principal because the issuer or credit enhancer has defaulted on its
obligations. Obligations issued by U.S. Government-related entities are
guaranteed as to the payment of principal and interest, but are not backed by
the full faith and credit of the U.S. Government. The performance of private
label mortgage-backed securities, issued by private institutions, is based on
the financial health of those institutions. With respect to GNMA certificates,
7

<PAGE>

although GNMA guarantees timely payment even if homeowners delay or default,
tracking the "pass-through" payments may, at times, be difficult.

CONVERTIBLE SECURITIES. Although the equity investments of the Fund consists
primarily of common and preferred stocks, the Fund may buy securities
convertible into common stock if, for example, the Advisor believes that a
company's convertible securities are undervalued in the market. Convertible
securities eligible for purchase by the Fund include convertible bonds,
convertible preferred stocks, and warrants. A warrant is an instrument issued
by a corporation which gives the holder the right to subscribe to a specific
amount of the corporation's capital stock at a set price for a specified period
of time. Warrants do not represent ownership of the securities, but only the
right to buy the securities. The prices of warrants do not necessarily move
parallel to the prices of underlying securities. Warrants may be considered
speculative in that they have no voting rights, pay no dividends, and have no
rights with respect to the assets of a corporation issuing them. Warrant
positions will not be used to increase the leverage of the Fund; consequently,
warrant positions are generally accompanied by cash positions equivalent to the
required exercise amount.

PORTFOLIO TURNOVER

An annual portfolio turnover rate is, in general, the percentage computed by
taking the lesser of purchases or sales of portfolio securities (excluding
certain short-term securities) for a year and dividing that amount by the
monthly average of the market value of such securities during the year. The
Fund's portfolio turnover rate is expected to be in the range of 30% to
70% for both the equity and fixed income portion of the portfolio. Higher
turnover would involve correspondingly greater commissions and transaction
costs.

INVESTMENT RESTRICTIONS

The Fund has adopted the following restrictions (in addition to those indicated
in its Prospectus) as fundamental policies, which may not be changed without the
favorable vote of the holders of a "majority," as defined in the 1940 Act, of
the Fund's outstanding voting securities. Under the 1940 Act, the vote of the
holders of a "majority" of a Fund's outstanding voting securities means the vote
of the holders of the lesser of (i) 67% of the shares of the Fund represented at
a meeting at which the holders of more than 50% of its outstanding shares are
represented or (ii) more than 50% of the outstanding shares. The Fund may not:

1. Purchase securities on margin (but the Fund may obtain such short-term
credits as may be necessary for the clearance of transactions);

<PAGE>

2. Issue senior securities, borrow money or pledge its assets except as
permitted by the 1940 Act.

3. Purchase any security if as a result the Fund would then hold more than 10%
of any class of securities of an issuer (taking all common stock issues of
an issuer as a single class, all preferred stock issues as a single class,
and all debt issues as a single class) or more than 33.33% of the
outstanding voting securities of an issuer;

4. Purchase any security if as a result the Fund would then have more than 5%
of its total assets (taken at current value) invested in securities of
companies (including predecessors) less than one year old;

5. Invest in securities of any issuer if, to the knowledge of the Fund, any
officer or Trustee of the Fund or officer or director of the Advisor owns
more than 1/2 of 1% of the outstanding securities of such issuer, and such
Trustees, officers and Trustees who own more than 1/2 of 1% own in the
aggregate more than 5% of the outstanding securities of such issuer;

6. Act as underwriter except to the extent that, in connection with the
disposition of portfolio securities, it may be deemed to be an underwriter
under certain federal securities laws;

<PAGE>

7. Make investments for the purpose of exercising control or management;

8. Participate on a joint, or joint and several basis in any trading account
in securities;

9. Invest in securities of other registered investment companies except as
permitted by Section 12 of the 1940 Act;

10. Invest in interests in oil, gas or other mineral exploration or development
programs, although it may invest in the common stocks of companies which
invest in or sponsor such programs;

11. Make loans, except through repurchase agreements;

12. Purchase warrants if as a result the Fund would then have more than 5% of
its total net assets (taken at the lower of cost or current value) invested
in warrants, or if more than 2% of the value of the Fund's total net assets
would be invested in warrants which are not listed on the New York or
American Stock Exchanges, except for warrants included in units or attached
to other securities; and

13. Buy or sell commodities or commodity contracts, or real estate or interests
in real estate, although it may purchase and sell securities which are
secured by real estate and securities of companies which invest or deal in
real estate. It may buy or sell futures contracts or options thereon for
hedging purposes as described in the Fund's prospectus.

MANAGEMENT

The Board of Trustees is responsible for the overall management of the Fund,
including general supervision and review of its investment activities. The
officers, who administer the Fund's daily operations, are appointed by the Board
of Trustees. The current Trustees and principal officers of the Fund, their
addresses, and their principal occupations for the past five years are set forth
below. "Interested" trustees, as defined by the 1940 Act, are designated below
by an asterisk.

<PAGE>

Position With Principal Occupations During Past

Name and Address (Age) Trust Five Years

- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Thomas E. Quinn*(51) Trustee, President, President, Cornerstone Capital Corp.
The Peachtree, Suite 1700 CFO and Treasurer
1355 Peachtree Street,, N.E.
Atlanta, Georgia 30309

Gene A. Hoots* (57) Vice President Chief Executive Officer, Cornerstone
119B Reynolda Village Capital Corp.
Winston-Salem, NC 27106

Richard T. Bean (34) Vice President & Portfolio Manager, Cornerstone
The Peachtree, Suite 1700 Secretary Capital Corp.
1355 Peachtree Street, N.E. Assistant Controller, Godwins Inc.
Atlanta, Georgia 30309

Position With Principal Occupations During Past
Name and Address Trust Five Years
- ------------------------------------------------------------------------------------------------------
Richard L. Boger (51) Trustee President, Export Insurance
303 Townsend Place, NW Services, Inc.
Atlanta, GA 30327

G. Harry Durity (49) Trustee Corporate Vice President,
58 Close Road Worldwide Business Development,
Greenwich, CT 06831 Automatic Data Processing, Inc.;
Sr. Vice President, Corp. Develop.,

Laurin M. McSwain (45) Trustee Attorney, Bloodworth & McSwain
3000 Andrews Drive, NW
#5
Atlanta, GA 30305
</TABLE>

The Cornercap Group of Funds pays trustees who are not affiliated with the
Advisor $500.00 per regular and committee meeting attended, plus
reimbursement of out of pocket expenses for attending Board or committee
meetings.

THE ADVISOR

Cornerstone Capital Corp. is the Fund's investment advisor. The Fund pays the
Advisor for the services performed a fee at the annual rate of 1% of the Fund's
average net assets. This rate is higher than that paid to most management
investment companies. However, the Investment Advisory Agreement dated
December ___, 1996, between the Fund and the Advisor (the "Agreement")
provides that in the event the expenses of the Fund (including the

<PAGE>

fees of the Advisor and amortization of organization expenses but excluding
interest, taxes, brokerage commissions and extraordinary expenses) for any
fiscal year exceed the limit set by applicable regulations of a state securities
commission, the Advisor will reduce its fee to the Fund by the amount of such
excess up to the full amount of the advisor's annual fee. Any such reductions
are accrued and paid in the same manner as the Advisor's fee and are subject to
readjustment during the year.

The Advisor has voluntarily agreed to waive all or such portion of its fee as
may be necessary to cause the total fund operating expenses not to exceed 2.0%
of average net assets. The Advisor has also voluntarily agreed to reimburse the
fund for certain of its operating expenses to the extent and for so long as may
be necessary to keep total Fund operating expenses at no greater than 2.0% of
average net assets.

The Agreement also provides that the Advisor shall not be liable to the Fund for
any error of judgment by the Advisor or for any loss sustained by the Fund
except in the case of a breach of fiduciary duty with respect to the receipt of
compensation for services (in which case any award of damages will be limited as
provided in the 1940 Act) or of willful misfeasance, bad faith, gross negligence
or reckless disregard of duty.

ACCOUNTING, TRANSFER AGENCY AND ADMINISTRATIVE SERVICES

Fortune Fund Administration, Inc., an affiliate of Cornerstone
Capital Corp., serves as the Fund s Administrator pursuant to an
Administration Agreement. The Administrator provides certain
recordkeeping and shareholder servicing functions required of
registered investment companies, and will assist the Fund in
preparing and filing certain financial and other reports, and
perform certain daily functions required for ongoing operations.
The Administration Agreement provides that the Administrator will
be paid at the annual rate of .20% of the Fund s average daily
net assets, up to a maximum $4,000 a month. The Administrator
will be reimbursed for certain out-of-pocket expenses, and it may
subcontract with other responsible companies for some of its
duties.

Fortune Fund Administration, Inc. also serves as the Fund s
transfer agent and accounting services agent pursuant to separate
Transfer Agent and Accounting Services Agreements. Pursuant to
the Accounting Services Agreement, Fortune will receive a minimum
fee of $18,000 per year. Pursuant to the Transfer Agent
Agreement, Fortune will receive a minimum fee of $12,000 per
year, plus reimbursement of certain cost under both agreements.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Agreement states that in connection with its duties to arrange for the
purchase and the sale of securities held in the portfolio of the Fund by placing
purchase and sale orders for the Fund, the Advisor shall select such broker-
dealers ("brokers") as shall, in the Advisor's judgment, implement the policy of
the Fund to achieve "best execution"--i.e., prompt and efficient execution at
the most favorable securities price. In making such selection, the Advisor is
authorized in the Agreement to consider the reliability, integrity and financial
condition of the broker.

The Advisor is also authorized by the Agreement to consider whether the broker
provides brokerage and/or research services to the Fund and/or other accounts of
the Advisor. The Agreement states that the commissions paid to brokers may be
higher than another broker would have charged if a good faith determination is
made by the Advisor that the

<PAGE>

commission is reasonable in relation to the services provided, viewed in terms
of either that particular transaction or the Advisor's overall responsibilities
as to the accounts as to which it exercises investment discretion and that the
Advisor shall use its judgment in determining that the amount of commissions
paid are reasonable in relation to the value of brokerage and research services
provided and need not place or attempt to place a specific dollar value on such
services or on the portion of commission rates reflecting such services. The
Agreement provides that to demonstrate that such determinations were in good
faith, and to show the overall reasonableness of commissions paid, the Advisor
shall be prepared to show that commissions paid (i) were for purposes
contemplated by the Agreement; (ii) were for products or services which provide
lawful and appropriate assistance to the Advisor's decision-making process; and
(iii) were within a reasonable range as compared to the rates charged by brokers
to other institutional investors as such rates may become known from available
information. The Fund recognizes in the Agreement that, on any particular
transaction, a higher than usual commission may be paid due to the difficulty of
the transaction in question.

The research services discussed above may be in written form or through direct
contact with individuals and may include information as to particular companies
and securities as well as services assisting the Fund in the valuation of the
Fund's investments. The research which the Advisor receives for the Fund's
brokerage commissions whether or not useful to the Fund, may be useful to the
Advisor in managing the accounts of the Advisor's other advisory clients.
Similarly, the research received for the commissions of such accounts may be
useful to the Fund.

In the over-the-counter market, securities are frequently traded on a "net"
basis with dealers acting as principal for their own accounts without a stated
commission, although the price of the security usually includes a profit to the
dealer. Money market instruments usually trade on a "net" basis as well. On
occasion, certain money market instruments may be purchased by the Fund directly
from an issuer in which case no commissions or discounts are paid. In
underwritten offerings, securities are purchased at a fixed price which includes
an amount of compensation to the underwriter, generally referred to as the
underwriter's concession or discount.

DISTRIBUTION PLAN

The Fund's Distribution Plan (the "Plan") is its written plan adopted pursuant
to Rule 12b-1 (the "Rule") under the 1940 Act.

The Plan authorizes the Advisor or Distributor to make permitted payments to any
qualified recipient under a related agreement on either or both of the following
bases: (a) as reimbursement for direct expenses incurred in the course of
distributing Fund shares or

<PAGE>

providing administration assistance to the Fund or its shareholders, including,
but not limited to advertising, printing and mailing promotional material,
telephone calls and lines, computer terminals, and personnel; and/or (b) at a
rate specified in the related agreement with the qualified recipient in question
based on the average value of the qualified holdings of such qualified recipient
("Permitted Payments"). The Advisor or Distributor may make permitted payments
in any amount to any qualified recipient, provided that (i) the total amount of
all permitted payments made during a fiscal year of the Fund to all qualified
recipients (whether made under (a) and/or (b) above) do not exceed in that
fiscal year 1/4 of 1% of the Fund's average annual net assets; and (ii) a
majority of the Fund's qualified Trustees may at anytime decrease or limit the
aggregate amount of all permitted payments or decrease or limit the amount
payable to any Qualified recipient. The Fund will reimburse the Advisor or
Distributor for such permitted payments within such limit, but the Advisor or
Distributor shall bear any permitted payments beyond such limits. A related
agreement will terminate automatically if it is assigned, as that term is
defined in the 1940 Act.

The Plan also authorizes the Advisor or Distributor to purchase advertising to
promote the sale of shares of the Fund, to pay for sales literature and other
promotional material, and to make payments to the Distributor's sales personnel.
Any such advertising and sales material may include references to other open-end
investment companies or other investments and any sales personnel so paid are
not required to devote their time solely to the sale of Fund shares. Any such
expenses ("Permitted Expenses") made during a fiscal year of the Fund shall be
reimbursed or paid by the Fund, except that the combined amount of reimbursement
or payment of Permitted Expenses together with the Permitted Payments made
pursuant to the Plan by the Fund shall not, in the aggregate, in that fiscal
year of the Fund, exceed 1/4 of 1% of the average net assets of the Fund in such
year; and the Advisor or Distributor shall bear any such expenses beyond such
limits. No such reimbursement may be made for Permitted Expenses or Permitted
Payments for the fiscal year prior to the fiscal year in question or in
contemplation of future Permitted Expenses or Permitted Payments.

The Plan requires that while it is in effect the Advisor shall report in writing
at least quarterly to the Board of Trustees, and the Board shall review the
following: (i) The amounts of all Permitted Payments, the identity of the
recipients of each such payment; the basis on which each such recipient was
chosen as a Qualified Recipient and the basis on which the amount of the
Permitted Payment to such Qualified Recipient was made; (ii) the amounts of
Permitted Expenses and the purpose of each such Expense; and (iii) all costs of
the other payments specified in the Plan (making estimates of such costs where
necessary or desirable), in each case during the preceding calendar or fiscal
quarter. While the Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund is committed to the discretion of the
Fund's then existing disinterested Trustees.

NET ASSET VALUE

<PAGE>

As indicated in the Prospectus, the net asset value per share of the Fund's
shares will be determined as of 4:15 p.m. on each day that the New York Stock
Exchange ("NYSE") is open for trading. The NYSE annually announces the days on
which it will not be open for trading; the most recent announcement indicates
that it will not be open on the following days: New Year's Day, Washington's
Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving
Day and Christmas Day. However, it should be noted that the NYSE may close on
days not included in that announcement.

In determining the net asset value of the Fund's shares, common stocks and other
securities that are listed on a national securities exchange or the NASDAQ
National Market System are valued at the last sale price as of 4:15 p.m., New
York time, on each day that the NYSE is open for trading, or, in the absence of
recorded sales, at the last closing price on such exchange or on such System.
Unlisted securities that are not included in such National Market System are
valued at the closing price in the over-the-counter market. Valuations of
fixed-income securities are supplied by independent pricing services used
by the Fund. Valuations of fixed-income securities are based upon a
consideration of yields or prices of obligations of comparable quality,
coupon, maturity and type, indications as to value from recognized
dealers, and general market conditions. The pricing service may
use electronic data processing techniques and/or computerized matrix
system to determine valuations. Fixed-income securities for which
market quotations are readily available are valued based upon those
quotations. The procedures used by the pricing service are
reviewed by the Fund under the general supervision of the
Trustees. The Trustees may deviate from the valuation provided
by the pricing service whenever, in their judgment, such
valuation is not indicative of the fair value of the obligation.

Securities and other assets for which market quotations are not readily
available are valued by appraisal at their fair value as determined in good
faith by the Advisor under procedures established by and under the general
supervision and responsibility of the Board of Trustees. Debt securities
which mature in less than 60 days are valued at amortized cost (unless
the Board of Trustees determines that this method does not represent
the fair market value of such assets), if their original maturity
was 60 days or less.

TAX STATUS

The following information supplements and should be read in conjunction with the
section in the Fund's Prospectus entitled "Dividends and Tax Status."

When an income dividend or capital gains distribution is paid by the Fund, net
asset value per share is reduced automatically by the amount of the dividend or
distribution. If net asset value per share is reduced below a shareholder's
cost basis as a result, such a distribution might still be taxable to the
shareholder as ordinary income or capital gain (as the case may be) although in
effect it represents a return of invested capital. For this reason, investors
should consider carefully the desirability of purchasing shares immediately
prior to a distribution date.

The Fund does not intend to invest in foreign issuers which meet the definition
in the Code of passive foreign investment companies ("PFICs"). However, foreign
corporations are not required to certify their status as PFICs to potential U.S.
investors, and the Fund may unintentionally acquire stock in a PFIC. The Fund's
income and gain, if any, from the holding of PFIC stock may be subject to a non-
deductible tax at the Fund level.
A portion of the Fund's income dividends may be eligible for the dividends-
received deduction allowed to corporations under the Code, if certain
requirements are met.

<PAGE>

Investment income received by the Fund from sources within foreign countries may
be subject to foreign income taxes withheld at the source.

The treatment of income dividends and capital gains distributions to
shareholders of the Fund under the various foreign, state, and local income tax
laws may not parallel that under the Federal law. Shareholders should consult
their tax adviser with respect to applicable foreign, state, and local taxes.

GENERAL

The Fund is a series of The CornerCap Group of Funds. The Fund's Declaration of
Trust permits its Trustees to issue an unlimited number of full and fractional
shares of beneficial interest and to divide or combine the shares into a greater
or lesser number of shares without thereby changing the proportionate beneficial
interest in the Fund. Each share represents an interest in a Fund
proportionately equal to the interest of each other share. Upon the Fund's
liquidation, all shareholders would share pro rata in the net assets of the Fund
in question available for distribution to shareholders. If they deem it
advisable and in the best interest of shareholders, the Board of Trustees may
create additional classes of shares which differ from each other only as to
dividends. The Board of Trustees has created two classes of shares (i.e., the
Fund and the CornerCap Growth Fund), but the Board may create additional classes
in the future, which have separate assets and liabilities; each of such
classes has or will have a designation including the word "Series" or "Fund."
Rule 18f-2 under the 1940 Act provides that matters submitted to shareholders be
approved by a majority of the outstanding securities of each series, unless it
is clear that the interest of each series in the matter are identical or the
matter does not affect a series. However, the rule exempts the selection of
accountants and the election of Trustees from the separate voting requirements.
Income, direct liabilities and direct operating expenses of each series will be
allocated directly to each series, and general liabilities and expenses of the
Fund will be allocated among the series in proportion to the total net assets of
each series by the Board of Trustees.

Under Massachusetts law, a shareholder of a Massachusetts business trust may be
held liable as a partner under certain circumstances. The Fund's Declaration of
Trust, however, contains an express disclaimer of shareholder liability for its
acts or obligations and requires that notice of such disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Fund or its
Trustees. The Declaration of Trust provides for indemnification and
reimbursement of expenses out of the Fund's property for any shareholder held
personally liable for its obligations. The Declaration of Trust also provides
that the Fund shall, upon request, assume the defense of any claim made against
any shareholder for any act or obligation of the Fund and satisfy any judgment
thereon. In addition, the operation of the Fund as an investment company would
not likely give rise to liabilities in excess of its assets. Thus the risk of a
shareholder incurring financial loss on

<PAGE>

account of shareholder liability is highly unlikely and is limited to the
relatively remote circumstances in which the Fund would be unable to meet its
obligations.

The Fund entered into a Distribution Agreement effective as of March 31, 1995,
1996, with Attkisson, Carter & Akers, Inc., a securities broker/dealer
registered pursuant to the Securities Exchange Act of 1934, and located in
Atlanta, Georgia. No fee is paid pursuant to this agreement other than
reimbursement under the Fund's Rule 12b-1 Distribution Plan.

Funds Services, Inc. serves as the Transfer Agent. Funds Services, Inc., in its
function as Transfer Agent, disburses dividends, processes new accounts,
purchases, redemptions, transfers, and issues certificates. Commonwealth Fund
Accounting acts as the Fund's accounting services agent. Wachovia Bank. acts as
the Fund's custodian to hold its assets in safekeeping and collect income.

The Fund's independent public accountants, Tait, Weller & Baker, perform an
annual audit of the Fund's accounts, assist in the preparation of certain
reports to the SEC, and prepare the Fund's tax returns.

FINANCIAL STATEMENTS

No Financial Statements are provided for the Balanced Fund as it has only
recently begun operations.

<PAGE>

APPENDIX A

Some of the terms used in the Fund's Prospectus and this Statement of
Additional Information are described below.

The term "MONEY MARKET" refers to the marketplace composed of the financial
institutions which handle the purchase and sale of liquid, short-term, high-
grade debt instruments. The money market is not a single entity, but consists
of numerous separate markets, each of which deals in a different type of
short-term debt instrument. These include U.S. Government obligations,
commercial paper, certificates of deposit and bankers' acceptances, which are
generally referred to as money market instruments.

U.S. GOVERNMENT OBLIGATIONS are debt securities (including bills, notes and
bonds) issued by the U.S. Treasury or issued by an agency or instrumentality of
the U.S. Government which is established under the authority of an Act of
Congress. Such agencies or instrumentalities include, but are not limited to,
the Federal National Mortgage Association, Government National Mortgage
Association, the Federal Farm Credit Bank, and the Federal Home Loan Bank.
Although all obligations of agencies, authorities and instrumentalities are not
direct obligations of the U.S. Treasury, payment of the interest and principal
on these obligations is generally backed directly or indirectly by the U.S.
Government. This support can range from the backing of the full faith and
credit of the United States to U.S. Treasury guarantees, or to the backing
solely of the issuing instrumentality itself. In the case of securities not
backed by the full faith and credit of the United States, the investor must look
principally to the agency issuing or guaranteeing the obligation for ultimate
repayment, and may not be able to assert a claim against the United States
itself in the event the agency or instrumentality does not meet its commitments.

BANK OBLIGATIONS include certificates of deposit which are negotiable
certificates evidencing the indebtedness of a commercial bank to repay funds
deposited with it for a definite period of time (usually from 14 days to one
year) at a stated interest rate.

BANKERS' ACCEPTANCES are credit instruments evidencing the obligation of a
bank to pay a draft which has been drawn on it by a customer. These instruments
reflect the obligation both of the bank and of the drawer to pay the face amount
of the instrument upon maturity.

TIME DEPOSITS are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate.

<PAGE>

COMMERCIAL PAPER consists of short-term (usually one to 180 days) unsecured
promissory notes issued by corporations in order to finance their current
operations.

CORPORATE DEBT obligations are bonds and notes issued by corporations and
other business organizations, including business trusts, in order to finance
their long-term credit needs.

CERTIFICATES OF DEPOSIT are negotiable certificates issued against funds
deposited in a commercial bank for a definite period of time and earning a
specified return.

MORTGAGE-BACKED securities are interests in a pool of mortgage loans. Most
mortgage securities are pass-through securities, which means that they provide
investors with payments consisting of both principal and interest as mortgages
in the underlying mortgage pool are paid off by the borrowers. The dominant
issuers or guarantors of mortgage securities are the Government National
Mortgage Association ("GNMA"), the Federal National Mortgage Association
("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC").

COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS") are hybrid instruments with
characteristics of both mortgage-backed and mortgage pass-through securities.
Similar to a bond, interest and prepaid principal on a CMO are paid, in most
cases, semi-annually. CMOs may be collateralized by whole mortgage loans but
are more typically collateralized by portfolios of mortgage pass-through
securities guaranteed by GNMA, FHLMC, or FNMA. CMOs are structured into
multiple classes, with each class bearing a different stated maturity. Monthly
payments of principal, including prepayments, are first returned to investors
holding the shortest maturity class; investors holding the longer maturity
classes receive principal only after the first class has been retired.

MUNICIPAL BONDS are debt obligations which generally have a maturity at the
time of issue in excess of one year and are issued to obtain funds for various
public purposes. The two principal classifications of municipal bonds are
"general obligation" and "revenue" bonds. General obligation bonds are secured
by the issuer's pledge of its full faith, credit and taxing power for the
payment of principal and interest. Revenue bonds are payable only from the
revenues derived from a particular facility or class of facilities, or, in some
cases, from the proceeds of a special excise or specific revenue source.
Industrial development bonds or private activity bonds are issued by or on
behalf of public authorities to obtain funds for privately operated facilities
and are, in most cases, revenue bonds which do not generally carry the pledge of
the full faith and credit of the issuer of such bonds, but depend for payment on
the ability of the industrial user to meet its obligations (or any property
pledged as security).

<PAGE>

ZERO COUPON BONDS are debt obligations issued without any requirement for
the periodic payment of interest. Zero coupon bonds are issued at a significant
discount from face value. The discount approximates the total amount of
interest the bonds would accrue and compound over the period until maturity at a
rate of interest reflecting the market rate at the time of issuance. A
Portfolio, if it holds zero coupon bonds in its portfolio, however, would
recognize income currently for Federal tax purposes in the amount of the unpaid,
accrued interest (determined under tax rules) and generally would be required to
distribute dividends representing such income to shareholders currently, even
though funds representing such income would not have been received by the
Portfolio. Cash to pay dividends representing unpaid, accrued interest may be
obtained from sales proceeds of portfolio securities and Portfolio shares and
from loan proceeds. Because interest on zero coupon obligations is not paid to
the Portfolio on a current basis but is in effect compounded, the value of the
securities of this type is subject to greater fluctuations in response to
changing interest rates than the value of debt obligations which distribute
income regularly.

RATINGS OF CORPORATE DEBT OBLIGATIONS. The characteristics of corporate
debt obligations rated by Moody's are generally as follows:

Aaa -- Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater

<PAGE>

amplitude or there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.

A -- Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.

The characteristics of corporate debt obligations rated by S&P are
generally as follows:

AAA -- This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity to pay principal and interest.

AA -- Bonds rated AA also qualify as high quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority of
instances they differ from AAA issues only in small degree.

<PAGE>

A -- Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB -- Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

A bond rating is not a recommendation to purchase, sell or hold a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.

The ratings are based on current information furnished by the issuer or
obtained by the rating services from other sources which they consider reliable.
The ratings may be changed, suspended or withdrawn as a result of changes in or
unavailability of, such information, or for other reasons.

RATINGS OF COMMERCIAL PAPER. Cash Management Portfolio purchases are
limited to those instruments rated A-1 by S&P and Prime 1 by Moody's.

Commercial paper rated A-1 by Standard & Poor's has the following
characteristics: liquidity ratios are adequate to meet cash requirements; the
issuer's long-term debt is rated "A" or better; the issuer has access to at
least two additional channels of borrowing; and basic earnings and cash flow
have an upward trend with allowances made for unusual circumstances. Typically,
the issuer's industry is well established and the issuer has a strong position
within the industry.

Commercial paper rated Prime 1 by Moody's is the highest commercial paper
assigned by Moody's. Among the factors considered by Moody's in assigning
ratings are the following: (1) evaluation of the management of the issuer; (2)
economic evaluation of the issuer's industry or industries and an appraisal of
speculative-type risks which may be inherent in certain areas; (3) evaluation of
the issuer's products in relation

<PAGE>

to competition and consumer acceptance; (4) liquidity; (5) amount and quality of
long-term debt; (6) trend of earnings over a period of ten years; (7) financial
strength of a parent company and the relationships which exist with the issuer;
and (8) recognition by the management of obligations which may be present or may
arise as a result of public interest questions and preparations to meet such
obligations. Relative strength or weakness of the above factors determine how
the issuer's commercial paper is rated within various categories.

DETERMINATION OF CREDIT QUALITY OF UNRATED SECURITIES. In determining
whether an unrated debt security is - of comparable quality to a rated security,
the Advisor may consider the following factors, among others:

(1) other securities of the issuer that are rated;

(2) the issuer's liquidity, debt structure, repayment schedules, and
external credit support facilities;

(3) the reliability and quality of the issuer's management;

(4) the length to maturity of the security and the percentage of the
portfolio represented by securities of that issuer;

(5) the issuer's earnings and cash flow trends;

(6) the issuer's industry, the issuer's position in its industry, and an
appraisal of speculative risks which may be inherent in the industry;

(7) the financial strength of the issuer's parent and its relationship
with the issuer;

(8) the extent and reliability of credit support, including a letter of
credit or third party guarantee applicable to payment of principal and
interest;

(9) the issuer's ability to repay its debt from cash sources or asset
liquidation in the event that the issuer's backup credit facilities
are unavailable;

(10) other factors deemed relevant by the Advisor.

23
<PAGE>

THE ATLANTA GROWTH FUND, INC.

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS, JANUARY 28, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby acknowledges receipt of the Notice of
Special Meeting of Shareholders and Proxy Statement, each dated
December 31, 1996, and does hereby appoint Michael L. Lucas and
Thomas E. Quinn, and either of them, with full power of

substitution, as the proxy or proxies of the undersigned to
represent the undersigned and to vote, as designated below, all
shares of The Atlanta Growth Fund, Inc. which the undersigned
would be entitled to vote if personally present at the Special
Meeting of Shareholders of The Atlanta Growth Fund, Inc. to be
held at 1100 Peachtree Street, Suite 2800, Atlanta, Georgia 30309
on January 28, 1997 at 9:00 A.M., and at any adjournment(s)

thereof.

1. TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION AND
ADOPTION OF THE PLAN OF REORGANIZATION AND LIQUIDATION CONTAINED
THEREIN.

___ FOR ___ AGAINST __ ABSTAIN

2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

By acceptance, the proxies named above agree that this Proxy
will be voted in the manner directed by the shareholder giving

this Proxy. If no direction is made, it will be voted in favor
of Proposal 1 and will be voted on other matters in accordance
with the best judgment and discretion of the proxies.

______________________________

Date _____________________, 1997

Please sign exactly as your name or
names appear hereon, and when
signing as attorney, executor,
administrator, trustee or guardian,
give your full title as such. If
the signatory is a corporation,

sign the full corporate name by a
duly authorized officer.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
1
<PAGE>
PART C
OTHER INFORMATION

Item 15. Indemnification

PROVISIONS IN DECLARATION OF TRUST. The CornerCap Group of
Fund's Declaration of Trust sets forth the following provisions
regarding the indemnification of Trustees, officers and employees
of the Fund in Article Seventh, Section 12:

(i) the term "indemnitee" shall mean any present or
former Trustee, officer or employee of the Trust, any
present or former Trustee or officer of another trust or
corporation whose securities are or were owned by the Trust

or of which the Trust is or was a creditor and who served or
serves in such capacity at the request of the Trust, any
present or former investment advised, sub-adviser or
principal underwriter of the Trust and the heirs, executors,
administrators, successors and assigns of any of the
foregoing; however, whenever conduct by an indemnitee is

referred to, the conduct shall be that of the original
indemnitee' rather than that of the heir, executor,
administrator, successor or assignees;

(ii) the term "covered proceeding" shall mean any
threatened, pending or completed action, suit or proceeding,

whether civil, criminal, administrative or investigative, to
which an indemnitee is or was a party or is threatened to be
made a party by reason of the fact or facts under which he
or it is an indemnitee as defined above;

(iii) the term "disabling conduct" shall mean

willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the
office in question;

(iv) the term "covered expenses" shall mean expenses
(including attorney's fees), judgments, fines and amounts

paid in settlement actually and reasonably incurred by an
indemnitee in connection with a covered proceeding; and

(v) the term "adjudication of liability" shall mean,
as to any covered proceeding and as to any indemnitee, an
adverse determination as to the indemnitee whether by

judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent.

(d) The Trust shall not indemnify any indemnitee for any
covered expenses in any covered proceeding if there has been an
adjudication of liability against such indemnitee expressly based
on a finding of disabling conduct.

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(e) Except as set forth in (d) above, the Trust shall
indemnify any indemnitee for covered expenses in any covered
proceeding, whether or not there is an adjudication of liability
as to such indemnitee, if a determination has been made that the
indemnitee was not liable by reason of disabling conduct by (i) a
final decision of the court or other body before which the
covered proceeding was brought; or (ii) in the absence of such
decision, a reasonable determination, based on a review of the
facts, by either (a) the vote of a majority of a quorum of
Trustees who are neither "interested persons", as defined in the
1940 Act nor parties to the covered proceeding or (b) an
independent legal counsel in a written opinion.

(f) Covered expenses incurred by an indemnitee in
connection with a covered proceeding shall be advanced by the
Trust to an indemnitee prior to the final disposition of a
covered proceeding upon the request of the indemnitee for such
advance and the undertaking by or on behalf of the indemnitee to
repay the advance unless it is ultimately determined that the
indemnitee is entitled to indemnification thereunder, but only if
one or more of the following is the case: (i) the indemnitee
shall provide a security for such undertaking; (ii) the Trust
shall be insured against losses arising out of any lawful
advances; or (iii) there shall have been a determination, based
on a review of the readily available facts (as opposed to a full
trial-type inquiry) that there is a reason to indemnification by
either independent legal counsel in a written opinion or by the
vote of a majority of a quorum of trustees who are neither
"interested persons" as defined in the 1940 Act nor parties to
the covered proceeding.

(g) Nothing herein shall be deemed to affect the right of
the Trust and/or any indemnitee to acquire and pay for any
insurance covering any or all indemnitees to the extent permitted
by the 1940 Act or to affect any other indemnification rights to
which any indemnitee may be entitled to the extent permitted by
the 1940 Act.

Indemnification Arising under the Securities Act of 1933.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be
provided to directors, officers and controlling persons of the
Registrant, pursuant to the foregoing provisions or otherwise,
the Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and,
therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in connection
with any successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant,
unless in the opinion of its counsel the matter has been settled

by controlling precedent, will submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.

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Item 16. Exhibits

(1) Registrant's Declaration of Trust dated January 6,
1986, as amended (incorporated by reference to Post-Effective
Amendment No. 13 filed November 27, 1996)

(2) Registrant's Bylaws (incorporated by reference to Post-

Effective Amendment No. 13 filed November 27, 1996)

(3) Not applicable

(4) Agreement and Plan of Reorganization

(5) See Exhibits (1) and (2).

(6) Investment Advisory Agreement of Balanced Fund

(7) (a) Distribution Agreement (incorporated by reference
to Post-Effective Amendment No. 10 filed July 31,
1996)

(b) First Amendment to Distribution Agreement

(8) Custodian Agreement (incorporated by reference to Post-
Effective Amendment No. 8 filed July 29, 1993)

(9) Distribution Plan for the Balanced Fund

(10) Opinion of Counsel as to legality of securities (the
Opinion of Counsel with respect to shares was attached to the
Registrant's 24f-2 Notice filed May 29, 1996)

(11) Opinion of Counsel as to tax consequences

(12) (a) Accounting Services Agreement
(b) Transfer Agent Agreement
(c) Administrative Agreement

(13) Consent of Atlanta Fund's Auditors

(14) Power of Attorney (see signature page to this
Registration Statement)

Item 17. Undertakings

(1) The undersigned Registrant agrees that prior to any
public reoffering of the securities registered through the use of
a prospectus which is a part of this registration statement by
any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c) of the Securities Act of 1933, as amended,
the reoffering prospectus will contain the information called for
by the applicable registration form for reofferings by persons
who may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.

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(2) The undersigned Registrant agrees that every prospectus
that is filed under paragraph (1) above will be filed as a part
of an amendment to the registration statement and will not be
used until the amendment is effective, and that, in determining
any liability under the Securities Act of 1933, as amended, each
post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of
the securities at that time shall be deemed to be the initial
bona fide offering of them.

C-4<PAGE>
SIGNATURES

As required by the Securities Act of 1933, this registration
statement has been signed on behalf of the registrant, in the
City of Atlanta, County of Fulton, in the State of Georgia, on
the 26th day of November, 1996.

THE CORNERCAP GROUP OF FUNDS

By: /s/ Thomas E. Quinn
Thomas E. Quinn
President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Thomas E. Quinn
and Richard T. Bean, jointly and severally, his attorneys-in-
fact, each with power of substitution for him in any and all
capacities, to sign any amendments to this Registration
Statement, and to file the same, with the exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission hereby ratifying and confirming all that each
of said attorneys-in-fact, or his substitute or substitutes, may
do or cause to be done by virtue hereof.

As Required by the Securities Act of 1933, this registration
statement has been signed by the following persons in the
capacities on the 26th day of November, 1996.

Signature

/s/ Thomas E. Quinn
Thomas E. Quinn, Trustee

/s/ Richard L. Boger
Richard L. Boger, Trustee

G. Harry Durity, Trustee

/s/ Laurin M. McSwain
Laurin M. McSwain, Trustee

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EXHIBIT A