CORNERCAP GROUP OF FUNDS /VA/, 485APOS, 1999-06-01

CORNERCAP GROUP OF FUNDS /VA/
485APOS, 1999-06-01

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File Nos. and 33-3149 and 811-4581

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X

Pre-Effective Amendment No. __
Post-Effective Amendment No. 18

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

Amendment No. 20
(Check appropriate box or boxes)

CORNERCAP GROUP OF FUNDS

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

Registrant's Telephone Number, including Area Code: (404)
870-0700

Thomas E. Quinn, The Peachtree, Suite 1700, 1355
Peachtree Street NE, Atlanta, Georgia 30309
(Name and Address of Agent for Service)

With copy to:
Reinaldo Pascual, Esq., Kilpatrick Stockton LLP, 1100
Peachtree Street, Suite 2800
Atlanta, Georgia 30309

Release Date: July 27, 1999

It is proposed that this filing will become effective:

<TABLE>
<CAPTION>
<C> <S> <C> <S>
_____ immediately upon filing X on July 27, 1999 pursuant to paragraph
pursuant to paragraph (b) (b) of Rule 485

_____ 60 days after filing ____ on (date) pursuant to paragraph (a) of Rule
pursuant to paragraph (a) 485
_____ 75 days after filing ____ on (date) pursuant to paragraph (a)(2) of
pursuant to paragraph (a)(2) Rule 485
</TABLE>

TITLE OF SECURITIES BEING REGISTERED: Common Stock, par value $.01 per share

The Registrant hereby registers an indefinite number of
securities under Rule 24f-2
of the Investment Company Act of 1940.

<PAGE>
<PAGE>
THE CORNERCAP GROUP OF FUNDS

CROSS REFERENCE SHEET
FORM N-1A

CORNERCAP BALANCED FUND/CORNERCAP GROWTH FUND

PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION

ITEM SECTION IN PROSPECTUS

1 . . . . . . . Cover Pages
2 . . . . . . . Prospectus Summary Investment
Objectives and Strategy;
Prospectus Summary Principal Risks of
Investing in the Funds;
Historical Performance of the Funds
3 . . . . . . . Summary of Fund Expenses
4 . . . . . . . The Fund in Detail: Objectives,
Strategy and Additional Risks
5 . . . . . . . Financial Highlights
6 . . . . . . . Management
7 . . . . . . . Valuation of Shares; Purchasing
Shares; Redeeming Shares; Additional
Information About Purchases, Sales and
Exchanges; Dividend and Tax
Information
8 . . . . . . . None
9 . . . . . . . Financial Highlights

ITEM SECTION IN STATEMENT OF ADDITIONAL
INFORMATION

10 . . . . . . Cover Page; Table of Contents
11 . . . . . . General Information
12 . . . . . . General Information; Investment
Objectives and Policies; Portfolio
Turnover; Investment Restrictions
13 . . . . . . Management
14 . . . . . . Management; Principal Shareholders
15 . . . . . . Advisory and Administration
Arrangements
16 . . . . . . Portfolio Transactions and Brokerage
17 . . . . . . Capitalization
18 . . . . . . Purchase and Redemption of Shares; Net
Asset Value
19 . . . . . . Tax Status
20 . . . . . . Advisory and Administration
Arrangements
21 . . . . . . Performance Information
22 . . . . . . Financial Statements

[LOGO]
CORNERCAP
GROUP OF FUNDS

CORNERCAP CORNERCAP
BALANCED FUND GROWTH FUND

PROSPECTUS
July 27, 1999

TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Prospectus Summary ..............................................................1
Historical Performance of the Funds..............................................3
Summary of Fund Expenses ........................................................4
Financial Highlights ............................................................5
The Fund in Detail: Objectives, Strategy and Additional Risks...................7
Management ......................................................................10
Valuation of Shares .............................................................11
Purchasing Shares ...............................................................11
Exchange Privilege ..............................................................12
Redeeming Shares ................................................................12
Additional Information About Purchases, Sales and Exchanges .....................13
Dividend and Tax Information ....................................................13
Additional Information ..........................................................15

The CornerCap Group of Funds currently offers two separate series
representing separate portfolios of investments: the CornerCap Balanced
Fund and the CornerCap Growth Fund (the "Funds").

---------------------------------------------------------------------------------------
| These securities have not been approved or disapproved by the Securities and |
| Exchange Commission or any state securities commission, nor has the Securities |
| and Exchange Commission or any state securities commission passed on the |
| accuracy or adequacy of this prospectus. Any representation to the contrary is |
| a criminal offense. |
---------------------------------------------------------------------------------------

1
<PAGE>
<PAGE>
PROSPECTUS SUMMARY

SUMMARY: OBJECTIVES AND STRATEGY

THE BALANCED FUND: The Balanced Fund's investment objective is to obtain
long-term capital appreciation and current income.

THE GROWTH FUND: The Growth Fund's investment objective is to obtain
long-term capital appreciation. A secondary objective is to generate income
from dividends or interest on securities.

WHAT DO LARGE-, MID-, AND SMALL-CAP MEAN?

The capitalization (cap") of a company refers to the value of its
outstanding securities. You can calculate a company's capitalization by
multiplying the number of its outstanding shares by the current market
price of those shares. The largest publicly traded stocks have a market
capitalization of over $250 billion while the smallest publicly traded
stocks may have a market capitalization of under $50 million. The Funds
define large-, mid-, and small-cap as follows:

LARGE CAP: A large-cap stock has a market capitalization of at least
$5 billion.

MID-CAP: A mid-cap stock has a market capitalization of at least
$1 billion.

SMALL-CAP: A small-cap stock has a market capitalization under $1 billion.

INVESTMENT OBJECTIVES AND STRATEGY

OBJECTIVES AND INVESTMENT STRATEGY OF THE BALANCED FUND: The Balanced Fund's
investment objective is to obtain long-term capital appreciation and current
income. To meet its investment objective, the Balanced Fund typically
invests between 50% and 70% of its assets in equity securities, such
as common stocks, preferred stocks, and convertible securities. Although the
Fund may invest in Companies of any size, the Fund invests primarily in
domestic common stock of large-cap and mid-cap companies that the Fund's
Advisor believes to have above-average growth potential.

The Fund's Advisor selects these securities from among 1,500 issues ranked
according to several fundamental factors using the Advisor's proprietary
models. Three of the most important factors in the Advisor's model are
the following:

* relative price/earnings ratio
* earnings growth rates
* cash flow measurements

Although the exact percentage varies in accordance with economic and market
conditions, the Fund balances its equity investments by typically investing
between 20% and 40% in fixed income securities, such as obligations of the
United States government, corporate securities including bonds and notes, and
sovereign government municipal, mortgage-backed and other asset-backed
securities. The Fund may invest in fixed income securities of any maturity.
In addition, the Balanced Fund may hold cash and cash equivalents.

OBJECTIVES AND INVESTMENT STRATEGY OF THE GROWTH FUND: The Growth Fund's
investment objective is to obtain long-term capital appreciation. A secondary
objective is to generate income from dividends or interest on securities.
To meet its investment objectives, the Growth Fund normally invests more
than 90% of its assets in equity securities of domestic and foreign issuers,
such as common stocks, preferred stocks, and convertible securities. Although
the Fund may invest in Companies of any size, the Fund invests primarily in
domestic common stock of mid-cap and small-cap companies that the Fund's
Advisor believes to have above-average growth potential.

* relative price/earnings ratio
* earnings growth rates
* cash flow measurements

Any assets of the Growth Fund not invested in equity securities
may be invested in short-term U.S. Government obligations or cash
equivalent instruments.

1
<PAGE>
<PAGE>
SUMMARY: PRINCIPAL RISKS OF THE FUNDS

Like any investment, an investment in either of the Funds may lose
money. Individual companies and sectors of the economy present their
own set of unique risks which may cause the Funds to underperform the
overall stock or bond markets. Because of the risks associated with
investments in securities, the Funds are intended to be long-term
investment vehicles and are not designed to provide investors with a
means of speculating on short-term stock market movements.

Accordingly, you should understand the principal risks of
investing in the Funds, each of which is described in detail in the
facing column.

PRINCIPAL RISKS OF INVESTING IN THE FUNDS

EQUITY SECURITY INTEREST RATE RISK: An increase in interest rates may
lower the present value of a company's future investment earnings stream.
Because the market price of a stock continuously changes based upon
investors' collective perceptions of future earnings, stock prices will
generally decline when investors anticipate or experience rising interest
rates.

MARKET RISK: Stock prices fluctuate in response to many factors, including
the activities of individual companies and general market and economic
conditions. Regardless of any one company's particular prospects, a
declining stock market may produce a decline in stock prices for all
companies. Stock market declines may continue for an indefinite period of
time, and investors should understand that from time to time during temporary
or extended bear markets, the value of the Funds may decline.

BUSINESS AND ECONOMIC RISK: Often, a particular industry, or certain
companies within that industry, may be affected by circumstances that have
little to no impact on other industries, or other companies within that
industry. For example, many industries and companies rely heavily on
one type of technology. If this technology becomes outdated, or ceases to
be cost-effective, industries and companies that rely on the technology
may become unprofitable while companies outside the industry may not be
affected at all.

POLITICAL RISK: The regulation or deregulation of particular industries may
materially impact the value of companies within the affected industry. For
example, during the past few years, electric and gas utility sectors of the
economy have been moving towards deregulation and open price competition.
In this new environment, some companies will make a successful transition
into, and prosper under deregulation, and other companies will mismanage the
process and do poorly.

SMALL COMPANY RISK: Stocks of smaller companies may have more risks than
larger companies. In general, they have less experienced management teams,
serve smaller markets, and find it more difficult to obtain financing for
growth or potential development than larger companies. Due to these and
other factors, small companies may be more susceptible to market downturns,
and their stock prices may be more volatile.

ADDITIONAL RISKS OF AN INVESTMENT IN THE BALANCED FUND

BOND INTEREST RATE RISK: Bond prices will rise when interest rates fall,
and will decline when interest rates rise. These fluctuations in bond prices
will be more marked with respect to long-term bonds than with respect to
short-term bonds. In addition, the prices of lower coupon bonds are
generally more volatile than higher coupon bonds of the same approximate
maturity.

CREDIT RISK: Bond issuers who are experiencing difficult economic
circumstances, either because of a general economic downturn or individual
circumstances, may be unable to make interest payments on their bonds when
due. Additionally, bond issuers may be unable to repay the principal upon
maturity of their bonds. These sorts of "credit risks," reflected in the
credit ratings assigned to bond issues by companies like Moody's or
Standard & Poor's, may cause the price of an issuer's bond to decline,
and may affect liquidity for the security. Normally, bonds with lower
credit ratings will have higher yields than bonds with the highest credit
ratings, reflecting the relatively greater risk of bonds with lower credit
ratings.

2
<PAGE>
<PAGE>
HISTORICAL PERFORMANCE OF THE FUNDS

The bar charts and tables shown below provide an indication of the risks of
investing in the Funds by showing changes in the Funds' performance from
year to year and by showing how the Funds' average annual returns for 1,
5, and 10 years compare to those of a broad-based securities market index.

</TABLE>
<TABLE>
<CAPTION>
<S> <C> <S> <C>
BALANCED FUND GROWTH FUND

Year-by-year total return as of 12/31 each year (%) Year-by-year total return as of 12/31 each year (%)

INSERT BAR GRAPH INSERT BAR GRAPH
FOR BALANCED FUND FOR GROWTH FUND

[FOOTNOTE W/ 2ND QUARTER YEAR-TO-DATE RETURN] [FOOTNOTE W/ 2ND QUARTER YEAR-TO-DATE RETURN]

Best Quarter: _______ ________% Best Quarter: _______ ________%
Worst Quarter: _______ ________% Worst Quarter: _______ ________%

Average annual total return as of 12/31/98* Average annual total return as of 12/31/98*

1 Year 1 Year 5 Year 10 Year
------ ------ ------ -------

Balanced Fund _____% Growth Fund ____% ____% ____%

Combined Index Portfolio _____% Russell 2000 Value ____% ____% ____%
(60% Stocks and 40% Bonds) <F1> Index <F2>
<FN>
<F1> The Balanced Fund has elected to balance the comparative index --
60% the Russell 1,000 Value Index and 40% the Lehman Brothers Government/
Corporate Bond Index. The Russell 1,000 Value Index measures the
performance of the 1,000 largest U.S. companies (based on total market
capitalization) that have lower price-to-book ratios and lower forecasted
growth values. The Lehman Brothers Government/Corporate Bond Index
measures the general performance of fixed-income securities by tracking
publicly issued U.S. Treasury and debt obligations (excluding mortgage-
backed securities), fixed-rate, non-convertible, investment-grade
corporate debt securities, and U.S. dollar-denominated, SEC-registered
non-convertible debt issued by foreign governmental entities or
internation agencies.

<F2> The Russell 2000 Value Index measures the 2,000 smallest of the 3,000
largest U.S. companies (based on total market capitalization) that have
lower price-to-book ratios and lower forecasted growth values.
</FN>
</TABLE>

3
<PAGE>
<PAGE>
SUMMARY OF FUND EXPENSES

SHAREHOLDER FEES are fees paid directly from your investment

ANNUAL OPERATING EXPENSES are expenses that are deducted from Fund assets

WHAT THIS EXAMPLE WILL SHOW YOU: The example to the right is intended
to help you compare the costs of investing in the Funds to the costs of other
mutual funds.

NOTE: The rate of return used in the example is hypothetical and should
not be considered a representation of either Fund's past or future
performance.

The purpose of the tables below is to assist you in understanding the
various costs and expenses that you will bear directly or indirectly as
a shareholder of either Fund.

SHAREHOLDER FEES

The Funds do not charge any sales charges or sales loads.
However, if you buy or sell shares indirectly through a broker
instead of directly from the Funds, you may be charged a fee by
the broker.

ANNUAL OPERATING EXPENSES

BALANCED FUND GROWTH FUND

Management Fee ....................... 1.00% 1.00%
Other Expenses ....................... .30% .50%
Total Fund Operating
Expenses ........................... 1.30% 1.50%
_______________

Note: The annual operating expenses listed above are expressed
as a percentage of average daily net assets

EXAMPLE OF FUND EXPENSES

The example below assumes that you invest $10,000 in either of the Funds
for the time periods indicated, and then redeem all of your shares at the
end of those periods. The example also assumes that your investment has a
5% return each year, and that the Funds' operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:

1 Year 3 Years 5 Years 10 Years
- - ----------------------------------------------------------------
BALANCED FUND $130 $410 $710 $1,570

GROWTH FUND $150 $470 $820 $1,790

THE ACTUAL EXPENSES ASSOCIATED WITH THE FUNDS MAY BE GREATER OR
LESS THAN THOSE SHOWN.

4
<PAGE>
<PAGE>
FINANCIAL The financial highlights tables below are intended to help you
HIGHLIGHTS understand the Funds' financial performance for the time periods
indicated. The total returns in the table represent the rate
that an investor would have earned (or lost) on an investment
in the Fund (assuming reinvestment of all dividends and distributions). The
information in the financial highlights tables has been audited by the Funds'
independent accountants, Tait, Weller and Baker, whose report, along with the
Fund's financial statements, is included in the Funds' Annual Reports to
Shareholders, incorporated by reference into this Prospectus, and available
upon request.

GROWTH FUND

The following are selected per share data and ratios for the Growth Fund
for each of the last five years in the period ended March 31, 1999.

RESULTS FOR THE PERIOD ENDING MARCH 31:
<TABLE>
<CAPTION>

1999 1998 1997 1996 1995
- - ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $11.68 $9.81 $8.61 $7.69
Income From Investment Operations:
Net Investment Income (Loss) .21 0.02 0.04 0.05
Net Gains (Losses) on Securities
(both realized and unrealized) 5.05 1.93 1.22 0.89
Total From Investment Operations 5.26 1.95 1.26 0.94
Less Distributions:
Dividends from Net Investment Income .22 .01 0.06 0.02
Distributions from Capital Gains 1.87 .07 - -
Total Distributions 2.09 .08 0.06 0.02
Net Increase in Net Asset Value ----- ----- ----- -----
Net Asset Value, End of Period $14.85 $11.68 $9.81 $8.61
Total Return 47.69% 19.94% 14.64% 12.25%

RATIOS/SUPPLEMENTAL DATA:

1999 1998 1997 1996 1995
- - ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

Net Assets, End of Period (thousands) $17,942 $12,856 $8,371 $7,299
Ratio of Expenses to Average Net Assets 1.56% 1.71% 1.75% 1.87%
Ratio of Net Income to Average Net Assets .17% 0.19% 0.49% 0.12%
Portfolio Turnover Rate 48.82% 37.13% 40.83% 55.12%
</TABLE>

5
<PAGE>
<PAGE>
BALANCED FUND

The following are selected per share data and ratios for the Balanced Fund
for the periods indicated since it began operations May 24, 1997, following
the closing of a reorganization transaction with The Atlanta Growth Fund,
Inc., pursuant to which the Balanced Fund assumed certain assets and
liabilities of The Atlanta Growth Fund, Inc.

RESULTS FOR A SHARE OUTSTANDING FOR THE PERIOD:
<TABLE>
<CAPTION>

March 31, 1998 May 31, 1997 to May 24, 1997 to
to March 31, March 31, 1998* May 31, 1997*
1999
- - ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period $32.99 $33.20
Income From Investment Operations:
Net Investment Income (Loss) 0.24 0.01
Net Gains (Losses) on Securities
(both realized and unrealized) 2.20 (0.22)
Total From Investment Operations 2.44 (0.21)
Less Distributions:
Dividends from Net Investment Income 0.19 -
Distributions from Capital Gains 23.03 -
Total Distributions 23.22 -
Net Increase in Net Asset Value ------ -------
Net Asset Value, End of Period $12.21 $32.99
Total Return 19.13% (0.60%)
</TABLE>

RATIOS/SUPPLEMENTAL DATA:
<TABLE>
<CAPTION>
March 31, 1998 May 31, 1997 to May 24, 1997 to
to March 31, March 31, 1998 May 31, 1997
1999
- - ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Assets, End of Period (thousands) $2,294 $2,093
Ratio of Expenses to Average Net Assets 1.53%** 1.00%**
Ratio of Net Income to Average Net Assets 2.80%** 4.50%**
Portfolio Turnover Rate 13.38% 98.90%
</TABLE>

_______________
* The Balanced Fund initially had a fiscal year ending on May 31. The
Balanced Fund's fiscal year was changed after the May 31, 1997 fiscal year
to end March 31 to correspond to the fiscal year of the Growth Fund.

** Annualized

Per share amounts in the table above have been adjusted to reflect a
one-for-four reverse stock split effective June 30, 1997. On June 14, 1997,
a capital gain distribution of $22.91 per share ($5.73 per share on a
pre-split basis) was paid to shareholders. The net asset value per share
on June 30, 1997, after the payment of the capital gain distribution and the
effect of the one-for-four reverse split, was $10.86 per share. Fee waivers
reduced the expense ratio and increased the net investment income ratio by
1.25% in 1998.

6
<PAGE>
<PAGE>

THE FUND IN DETAIL:

OBJECTIVES, STRATEGY AND ADDITIONAL RISKS

An investment in either of the Funds cannot be considered a complete
investment program. An investor's needs will depend largely on his or
her financial resources and individual investment goals and objectives.
Investors who engage in short-term trading and/or other speculative
strategies and styles may not find the Funds to be an appropriate
investment vehicle.

BALANCED FUND

INVESTMENT OBJECTIVE: The Balanced Fund's investment objective is to
obtain long-term capital appreciation and current income.

INVESTMENT STRATEGY: To achieve its objective, the Balanced Fund
normally will invest 50% to 70% of its total assets in equity
securities of domestic and foreign issuers and between 20% and 40% of
its total assets in fixed income securities, such as bonds or money
market securities. The investment advisor to the Balanced Fund,
CornerCap Investment Counsel, Inc. (the "Advisor") has chosen to
allocate the Balanced Fund's assets in this manner because it believes
that the objective of long-term capital appreciation and current
income will be maximized by placing primary emphasis on equity
securities. Equity securities have historically provided long-term
investors with higher total returns than most fixed income securities.
However, in the short-term (i.e., less than 5 years), fixed income
securities or money market instruments may provide higher returns than
equity securities.

The equity securities in which the Balanced Fund may invest typically
will consist of common stocks, preferred stocks, or convertible
securities. The Fund invests primarily in domestic common stock of
large-cap and mid-cap companies that the Advisor believes have above-
average growth potential. Generally these equity securities will be
publicly traded on a national securities exchange or over-the-counter.
The Balanced Fund may also invest in fixed income securities such as
obligations of the United States government, corporate securities including
bonds and notes, and sovereign government municipal, mortgage-backed and
other asset-backed securities. These fixed income securities may have
varying dates of maturity and the average date of maturity may vary
depending on market and economic conditions.

The Advisor will seek out issuers of equity securities who demonstrate
the prospect for above average growth of earnings and dividends.
Above average growth refers to the actual or potential ability of an
issuer to increase its earnings and dividends at a rate greater than
the average growth rate of the broad market averages. The Fund's
Advisor selects securities from among 1,500 issues ranked according to
several fundamental factors using the Advisor's proprietary models.
Among other fundamental factors, the Balanced Fund and the Advisor
will emphasize the following three key criteria when choosing equity
securities with the potential for long-term capital appreciation:

1. relative price/earnings ratio;

2. earnings growth rates; and

3. cash flows in excess of expenditures.

The Advisor will also consider other factors such as diversification
and risk, and purchases 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 Balanced Fund will only invest in those corporate obligations,
including convertible securities, that in the opinion of the Advisor
exhibit 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. The Balanced Fund does not

7
<PAGE>
<PAGE>
require that its investments in corporate obligations actually be
rated by Moody's or S&P. Should the rating or quality of a corporate
obligation decline after purchase by the Balanced Fund, the Advisor
will reconsider the advisability of continuing to hold such
obligations. There can be no assurance that the Balanced Fund will
achieve its objective.

GROWTH FUND

INVESTMENT OBJECTIVE: The Growth Fund's primary investment objective
is to obtain long-term capital appreciation. Income from dividends or
interest on portfolio securities is a secondary objective.

INVESTMENT STRATEGY: To achieve its objectives, the Growth Fund will
invest at least 65% of its assets in equity securities having the
characteristics described below, and it is expected that under normal
circumstances the Growth Fund will be over 90% invested in equity
securities. The Fund invests primarily in domestic stocks of mid-cap
and small-cap companies that the Advisor believes have above-average growth
potential. The remainder of the portfolio may be invested in short-term
United States government obligations or cash equivalent instruments.

The equity securities in which the Growth Fund may invest typically
will consist of common stocks, preferred stocks, or convertible
securities. Generally these equity securities will be publicly traded
on a national securities exchange or over-the-counter.

The investment advisor to the Growth Fund, CornerCap Investment
Counsel, Inc. (the "Advisor") will seek out issuers of mid-cap and
small-cap equity securities who demonstrate the prospect for above average
growth of earnings and dividends. Above average growth refers to the actual
or potential ability of an issuer to increase its earnings and dividends
at a rate greater than the average growth rate of the broad market
averages. Among other fundamental factors, the Growth Fund and the
Advisor will emphasize the following three key criteria when choosing
equity securities with the potential for long-term capital
appreciation:

1. relative price/earnings ratio;

2. earnings growth rates; and

3. cash flows in excess of expenditures.

TEMPORARY DEFENSIVE POSITIONS

Either Fund may, from time to time, take temporary defensive positions
that are inconsistent with the Fund's principal investment strategies
in an attempt to respond to adverse market, economic, political or
other conditions. When either Fund takes a temporary defensive
position, the Fund may not be able to achieve its investment
objective.

PORTFOLIO TURNOVER

Portfolio turnover measures the rate at which the securities in a
fund's portfolio change during any given year. Portfolio turnover
involves expense to a fund in the form of brokerage commissions and
other transaction costs, which may adversely impact the fund's
performance. Additionally, an increase in portfolio turnover may
result in an increase or decrease in taxable gain or loss attributable
to shareholders of a fund. The Advisor intends to trade securities in
both Funds for long-term profits, and expects that under normal

8
<PAGE>
<PAGE>
conditions, portfolio turnover should be less than 50%. However, the
rate of portfolio turnover may be higher for a Fund if implementation
of the Fund's investment strategy or a temporary defensive position
results in frequent trading.

ADDITIONAL RISKS

In addition to the principal risks of investing in the Funds, as
described under "Prospectus Summary Principal Risks of Investing in
the Funds" on page 2, the following are additional risks of investing
in the Funds.

FOREIGN SECURITIES: The Balanced Fund may, using the criteria set
forth above, invest up to 25% of its assets in foreign equity or
corporate debt securities. Additionally, the Growth Fund may, using
the criteria set forth above, invest up to 20% of its assets in
securities of foreign issuers. The Advisor anticipates that such
investments by the Funds 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 than in the United States.
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 Balanced
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. There are several
risks associated with the purchase of options and financial futures.
An imperfect correlation may exist between the change in the market
value of the Balanced Fund's portfolio securities and the prices of
financial futures contracts and options. The Balanced Fund can
provide no assurance that a liquid market will exist, which may result
in an inability to close a futures or option position when desired.
Additionally, markets may not continue to become more over- or
undervalued after the Balanced Fund takes a position in options or
futures contracts, and the Balanced Fund therefore may incur losses.
Additional information about futures, options and other derivative
instruments is contained in the Funds' Statement of Additional
Information.

YEAR 2000 READINESS: The investment management, shareholder, fund
accounting and administrative services provided to the Funds by the
Advisor and other third party service providers (collectively, the
"Service Providers") are largely dependent upon the smooth functioning
of their respective computer systems. Many computer hardware and
software systems in use today cannot recognize, calculate or
accurately process date-related information on or after January 1,
2000, due to the manner in which such systems encode the year 2000.

Such a failure may negatively impact the handling of securities
investments, trades, pricing and account services, as well as the
processing of purchase and sales of shares of the Funds. Although the
Funds have received or are seeking assurances from their Service
Providers that their computer systems are or will be year 2000

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compliant, there can be no assurance that such systems or any third
party computer systems upon which the Service Providers' computer
systems rely will be year 2000 compliant on and after January 1, 2000.
Failure by any of the Service Provider's computer systems to identify
and correct year 2000 problems prior to January 1, 2000 may have
significant adverse effects on the Funds.

As the Funds continue preparing for the year 2000, the Funds recognize
that many of the issuers of securities they buy, sell and hold may
also be substantially affected by year 2000-related problems.
Accordingly, the Funds are reviewing Y2K disclosures made by current
and potential portfolio companies in their reports filed with the
Securities and Exchange Commission. Company-specific Y2K concerns
raised by these reviews, as well as any company-specific Y2K issues
raised by industry analysts, are one of the factors the Funds consider
during the investment decision-making process. Of course, the Funds
cannot insulate themselves from year 2000-related problems completely,
since it is impossible to protect against misleading or incomplete
year 2000-related disclosures, unanticipated Y2K problems at any of
the Funds' portfolio companies, or a general market downturn due to
widespread year 2000-related panic. Although there are no guarantees,
the Funds believe that the steps they are taking will protect the
Funds' investment portfolios, as much as possible, from losses related
to the Year 2000.

MANAGEMENT

INVESTMENT ADVISOR: CornerCap Investment Counsel, Inc., located at
The Peachtree, Suite 1700, 1355 Peachtree Street NE, Atlanta, Georgia,
30309, provides investment management services to the Funds as their
investment advisor (the "Advisor"). In addition to advisory services,
the Advisor also provides administrative and day-to-day operational
services to the Funds, including the provision of or arranging the
provision of accounting, administrative, legal (except litigation),
dividend disbursing, transfer agent, registrar, custodial, shareholder
reporting, sub-accounting and recordkeeping services. The Advisor has
managed the Balanced Fund since its inception, and the Growth Fund
since September, 1992.

For its services to the Funds, the Funds pay the Advisor the fees
described below. All fees are expressed as an annualized percentage
of average net assets of each Fund.

BALANCED GROWTH
FUND FUND
- - -----------------------------------------------------------------
Advisory Fee 1.00% 1.00%

Administration Fee 0.30% 0.50%
-------- --------
Total Fees 1.30% 1.50%

The Advisor is controlled by Thomas E. Quinn, who owns a controlling
interest in the Advisor. Mr. Quinn also serves as a member of the
Board of Trustees that oversees the management and administration of
the Funds.

Mr. Quinn has worked in investment management and financial analysis
for 25 years. 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.

Gene A. Hoots serves a Chairman Emeritus of the Advisor and a Vice
President of the Fund. Mr. Hoots has worked in investment management
and financial analysis for over 27 years. 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

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Hill and a BS in Engineering from N.C. State University.

PORTFOLIO MANAGEMENT:

CORNERCAP GROWTH FUND. Mr. Quinn is the portfolio manager for the
Growth Fund. 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.

CORNERCAP BALANCED FUND. Mr. Quinn and D. Ray Peebles are the
portfolio managers for the Balanced Fund. Mr. Peebles has worked with
CornerCap Investment Counsel for seven years. He previously worked
for Wachovia Bank of North Carolina. Mr. Peebles is a Level III
candidate in the Chartered Financial Analyst program. He has an MBA
from Wake Forest University and a BS in accounting from North Carolina
State University.

VALUATION OF SHARES

NET ASSET VALUE

The Funds' share prices are determined based upon net asset value
("NAV"). The Funds calculate NAV at approximately 4:15 p.m., New York
time, each day that the New York Stock Exchange is open for trading.
The NAV per share of each Fund is determined by dividing the total
value of the applicable Fund's investments and other assets less any
liabilities by its number of outstanding shares.

Equity securities listed on a national securities exchange or quoted
on the NASDAQ National Market System are valued at the last sale price
on the day the valuation is made or, if no sale is reported, at the
latest bid price. Valuations of variable and fixed income securities
are supplied by independent pricing services approved by The CornerCap
Group of Funds' Board of Trustees. Other assets and securities for
which no quotations are readily available are valued at fair value as
determined in good faith by or under the direction of The CornerCap
Group of Funds' Board of Trustees. Securities with maturities of
sixty (60) days or less are valued at amortized cost.

PURCHASING SHARES

You may purchase shares of either Fund at its NAV next determined
after receipt of your properly completed account application. Each
Fund's minimum initial investment is $2,000 and minimum subsequent
investment is $250. All investments must be made in U.S. dollars, and
you should note that the Funds reserve the right to reject any
purchase request for any reason.

INVESTING DIRECTLY BY MAIL:

NEW ACCOUNTS. You may purchase shares of a Fund by mailing a
completed account application with a check payable to the appropriate
fund (the CornerCap Growth Fund or the CornerCap Balanced Fund) to the
Funds' Transfer Agent at the following address: Fortune Fund
Administration, Inc., The Peachtree, Suite 1735, 1355 Peachtree
Street, Atlanta, GA, 30309.

ADDING TO YOUR ACCOUNT. You may add to your account with either Fund
by sending a check for your additional investment payable to the
appropriate fund (the CornerCap Growth Fund or the CornerCap Balanced
Fund) together with a subsequent investment stub from a previous
investment confirmation for your account to the Funds' Transfer Agent
at the address above. If you do not have a subsequent investment stub
from a previous investment confirmation for your account, please
include a brief letter with your check that gives the name on your
account and your account number. Please write your account number on
your check.

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INVESTING DIRECTLY BY WIRE:

NEW ACCOUNTS. You may purchase shares of a Fund by wire by mailing a
completed account application for the appropriate Fund (the CornerCap
Growth Fund or the CornerCap Balanced Fund) to the Funds' Transfer
Agent at the following address: Fortune Fund Administration, Inc.,
The Peachtree, Suite 1735, 1355 Peachtree Street, Atlanta, GA, 30309,
and requesting that your bank transmit your investment by wire
directly to the Transfer Agent. Please call the Transfer Agent at
1-888-813-8637 to obtain complete wiring instructions. Please note
that your bank may charge you a fee for wiring funds.

ADDING TO YOUR ACCOUNT. You may add to your account with either Fund
by using the wiring procedures described above. Be sure to include
the name on your account and your account number in the wire
instructions you provide your bank.

EXCHANGE PRIVILEGE

You may exchange your shares in any CornerCap fund for those in
another CornerCap fund on the basis of their respective NAV's at the
time of the exchange. Before making any exchange, be sure to review
this Prospectus closely and consider the Funds' differences. Please
note that since an exchange is the redemption of shares from one fund
followed by the purchase of shares in another, any gain or loss
realized on the exchange is recognizable for federal income tax
purposes (unless your account is tax deferred). You may make up to
four exchanges during a calendar year between identically registered
accounts.

The Fund reserves the right to reject any exchange request, or to
modify or terminate exchange privileges at any time. 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).

REDEEMING SHARES

You may redeem full and fractional shares of a Fund for cash at the
next determined NAV after receipt of a properly completed redemption
request.

To redeem shares, you should give instructions that specify the
appropriate fund and number of shares to be redeemed to CornerCap
Group of Funds, c/o Fortune Fund Administration, Inc., The Peachtree,
Suite 1735, 1355 Peachtree Street, Atlanta, GA, 30309, (888) 813-8637.
Your instructions must be signed by all registered owners exactly as
the account is registered. If your redemption request is under
$25,000 you may call the Transfer Agent for instructions to redeem
your shares via facsimile. Redemptions of $25,000 or more require a
signature guarantee. A signature guarantee is also required for any
redemption that is to be mailed to an address other than the address
of record.

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.

Payment for shares tendered generally 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 or for any shares purchased by

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check for a reasonable time (not to exceed 15 days) necessary to
determine that the purchase check will be honored.

The Funds reserve the right to process any redemption request that
exceeds $250,000 or 1% of the respective Fund's assets (whichever is
less) by paying the redemption proceeds in portfolio securities rather
than cash (typically referred to as "redemption in kind").

ADDITIONAL INFORMATION ABOUT PURCHASES, SALES AND EXCHANGES

TELEPHONE PURCHASES AND REDEMPTIONS BY NASD MEMBER BROKERAGE FIRMS:
Brokerage firms that are NASD members may purchase and redeem Fund
shares by telephoning the Transfer Agent, and may purchase shares for
investors who have investments in either Fund through the brokerage
firm's account with the applicable Fund. These broker-dealers may
charge you an additional or different fees for purchasing or redeeming
shares than those described here. You should ask your broker-dealer
about his or her fees before investing. By electing telephone
purchase and redemption privileges, NASD member firms, on behalf of
themselves and their clients, agree that neither the Funds nor the
Transfer Agent shall be liable for following telephone instructions
reasonably believed to be genuine. The Funds and their agents will
send written confirmations to brokers to ensure that telephone
instructions are genuine. The NASD member firms may bear the risk of
any loss in the event of such a transaction. Additional information
about investing through a broker-dealer is contained in the Funds'
Statement of Additional Information.

SHARE CERTIFICATES: The Funds do 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 1-888-813-8637.

SMALL ACCOUNTS: The Board of Trustees may, in order to reduce the
expenses of the Funds, 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 Funds would give shareholders whose shares were being
redeemed 60 days prior written notice in which to purchase sufficient
shares to avoid such redemption.

DIVIDEND AND TAX INFORMATION

The Balanced Fund and the Growth Fund typically distribute their
respective net income or capital gains one time during each calendar
year, usually in December. For the convenience of investors, each
Fund reinvests all income dividends and capital gains distributions in
full and fractional shares of the respective Fund, unless the
shareholder has given prior written notice to the transfer agent that
the payment should be made in cash.

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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. The exchange of
one Fund's shares for shares of another Fund will be treated as a sale
and any gain thereon may be subject to federal income tax.

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. Shareholders of each Fund
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.

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

Because each shareholder's tax situation is unique, shareholders
should consult their tax advisors with respect to applicable foreign,
state and local taxes.

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ADDITIONAL INFORMATION

Additional information about the Funds' investments is available in
the Funds' annual and semi-annual reports to shareholders. In the
Funds' annual reports, you will find a discussion of the market
conditions and investment strategies that significantly affected the
Funds' performance over their last fiscal year.

Also, a Statement of Additional Information about the Funds has been
filed with the Securities and Exchange Commission. This Statement
(which is incorporated in its entirety by reference in this
Prospectus) contains more detailed information about the Funds.

The Funds' annual and semi-annual reports and the Funds' Statement of
Additional Information are available without charge upon written
request to CornerCap Investment Counsel, Inc., The Peachtree, Suite
1700, 1355 Peachtree Street NE, Suite 1700, Atlanta, Georgia 30309,
or by calling (888) 813-8637.

For questions about shareholder services, you may contact the Funds by
telephone at (888) 813-8637 or (404) 892-9313, or by facsimile sent to
(404) 892-9353.

For questions regarding investment objectives of the Funds, you may
contact the Funds by telephone at (800) 728-0670 or (404) 870-0700, or
by facsimile sent to (404) 870-0770.

You can also review or obtain copies of these reports by visiting the
Securities and Exchange Commission's Public Reference Room in
Washington, D.C. or by sending your request and a duplicating fee to
the Public Reference Room Section of the Commission, Washington, D.C.
20549-6009. Information on the operation of the public reference room
may be obtained by calling the Commission at (800) SEC-0330.

Reports and other information about the Funds can also be viewed
online on the Commission's Internet site at http://www.sec.gov.

THE CORNERCAP GROUP OF FUNDS INVESTMENT ACT FILE NUMBER:
811-4581

<PAGE>
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[LOGO]
CORNERCAP
GROUP OF FUNDS

A "Series" Investment Company

CORNERCAP BALANCED FUND CORNERCAP GROWTH FUND

STATEMENT OF ADDITIONAL INFORMATION

July 27, 1999

The CornerCap Balanced Fund (the "Balanced Fund") and the
CornerCap Growth Fund (the "Growth Fund") are series of the
CornerCap Group of Funds (collectively, the "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").

This Statement of Additional Information incorporates information
by reference from the Balanced Fund's and the Growth Fund's
Annual Reports to shareholders for the fiscal year ended March 31,
1999. These reports also accompany this Statement of Additional
Information. Additional copies are available, without charge,
by contacting the Funds.

This Statement of Additional Information is not a prospectus, and
it should be read in conjunction with the Prospectus of the Funds
dated July 27, 1999, as may be amended from time to time (the
"Prospectus"). Copies of the Prospectus may be obtained from
CornerCap Investment Counsel, Inc., the Funds' investment advisor
(the "Advisor") at the following address:

CORNERCAP INVESTMENT COUNSEL, INC.
The Peachtree, Suite 1700

1355 Peachtree Street
Atlanta, GA, 30309

Voice: (888) 813-8637 Facsimile (404) 892-9353

THE CORNERCAP GROUP OF FUNDS

CORNERCAP BALANCED FUND CORNERCAP GROWTH FUND

TABLE OF CONTENTS

<S> <C>
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Investment Objectives and Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Interest Rate Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Business and Economic Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Political Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Small Company Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Bond Interest Rate Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Credit Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Foreign Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Futures Contracts and Options on Futures Contracts . . . . . . . . . . . . . . . . . . . . . .4
Forward Foreign Currency Exchange Contracts . . . . . . . . . . . . . . . . . . . . . . . . .5
Swap Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Mortgage-Related Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Risks of Mortgage-Related Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Convertible Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Advisory and Administration Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Advisory and Operational Service Agreements . . . . . . . . . . . . . . . . . . . . . . . . .12
Advisory Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Services Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Administrator, Transfer Agent, Accounting Services Agent . . . . . . . . . . . . . . . . . . .13
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Distributor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Portfolio Transactions and Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
Purchase and Redemption of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Exchange Privilege . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Telephone Purchases, Exchanges, and Redemptions for Securities Firms . . . . . . . . . . . . .17
Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Distributions and Tax Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
Performance Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Growth Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Balanced Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Performance Calculation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
Appendix A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22

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GENERAL INFORMATION

The CornerCap Group of Funds is a diversified open-end management
investment company consisting of two separate portfolios, each of
which represents a separate portfolio of investments. The funds
currently comprising the CornerCap Group of Funds are the CornerCap
Balanced Fund and the CornerCap Growth Fund.

The CornerCap Funds were organized on January 6, 1986, as a
Massachusetts business trust. Prior to August 13, 1990, the Growth
Fund was known as Wealth Monitors Fund. Between August 13, 1990,
and September 25, 1992, the Growth Fund was known as the Sunshine
Growth Trust. From September 25, 1992, until July 28, 1995, the
Growth Fund was known as the Cornerstone Growth Fund. The Balanced
Fund is a new series of the CornerCap Funds that began operations
on May 24, 1997, following the closing of a reorganization
transaction with the Atlanta Growth Fund, Inc. pursuant to which
the Balanced Fund acquired the assets and assumed certain
liabilities of the Atlanta Growth Fund, Inc.

INVESTMENT OBJECTIVES AND POLICIES

Please refer to "Prospectus Summary -- Investment Objectives and
Strategy," "Prospectus Summary -- Principal Risks of Investing in the
Funds," and "The Fund In Detail: Objectives, Strategy, and
Additional Risks" in the Funds' Prospectus for a full discussion of
the Funds' principal investment objectives and strategies. The
information set forth below describes additional investment
strategies, types of investments, investments that the Funds may
make when taking a temporary defensive position, and information
regarding portfolio turnover that is not addressed in the Funds'
Prospectus.

INTEREST RATE RISK: An increase in interest rates may lower the
present value of a company's future earnings stream. Because the
market price of a stock continuously changes based upon investors'
collective perceptions of future earnings, stock prices will
generally decline when investors anticipate or experience rising
interest rates. Bond prices will rise when interest rates fall,
and will decline when interest rates rise. These fluctuations in
bond prices will be more marked with respect to long-term bonds
than with respect to short-term bonds. In addition, the prices of
lower coupon bonds are generally more volatile than higher coupon
bonds of the same approximate maturity.

MARKET RISK: Stock prices fluctuate in response to many factors,
including the activities of individual companies and general market
and economic conditions. Regardless of any one company's
particular prospects, a declining stock market may produce a
decline in stock prices for all companies. Stock market declines
may continue for an indefinite period of time, and investors should
understand that from time to time during temporary or extended bear
markets, the value of the Funds may decline.

BUSINESS AND ECONOMIC RISK: Often, a particular industry, or
certain companies within that industry, may be affected by
circumstances that have little to no impact on other industries, or
other companies within that industry. For example, many industries
and companies rely heavily on one type of technology. If this
technology becomes outdated, or ceases to be cost-effective,

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industries and companies that rely on the technology may become
unprofitable while companies outside the industry may not be
affected at all.

POLITICAL RISK: The regulation or deregulation of particular
industries may materially impact the value of companies within the
affected industry. For example, during the past few years,
electric and gas utility sectors of the economy have been moving
towards deregulation and open price competition. In this new
environment, some companies will make a successful transition into,
and prosper under deregulation, and other companies will mismanage
the process and do poorly.

SMALL COMPANY RISK: Stocks of smaller companies may have more
risks than larger companies. In general, they have less experienced
management teams, serve smaller markets, and find it more difficult to
obtain financing for growth or potential development than larger
companies. Due to these and other factors, small companies may be
more susceptible to market downturns, and their stock prices may be more
volatile.

BOND INTEREST RATE RISK: Bond prices will rise when interest rates
fall, and will decline when interest rates rise. These fluctuations
in bond prices will be more marked with respect to long-term bonds
than with respect to short-term bonds. In addition, the prices of
lower coupon bonds are generally more volatile than higher coupon
bonds of the same approximate maturity.

CREDIT RISK: Bond issuers who are experiencing difficult economic
circumstances, either because of a general economic downturn or
individual circumstances, may be unable to make interest payments
on their bonds when due. Additionally, bond issuers may be unable
to repay the principal upon maturity of their bonds. These sorts
of "credit risks," reflected in the credit ratings assigned to bond
issues by companies like Moody's or Standard & Poor's, may cause
the price of an issuer's bond to decline, and may affect liquidity
for the security. Normally, bonds with lower credit ratings will
have higher yields than bonds with the highest credit ratings, reflecting
the relatively greater risk of bonds with lower credit ratings.

REPURCHASE AGREEMENTS: The Funds 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 Funds 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 Funds would suffer a loss. It is intended

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(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 Funds 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 Funds 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
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 Funds 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 Funds 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 Funds 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

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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 Funds 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 Funds 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 assurance that a liquid market will exist when the Funds 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 Funds may
invest in interest rate futures contracts and options thereon
("futures options"); the Funds may enter into foreign currency
futures contracts and options; and the Funds 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's
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 a Fund from liquidating an unfavorable position
and the Fund would remain obligated to meet margin requirements
until the position is closed.

Each 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. Each 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

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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-the-money," would not exceed 5% of
the Fund's total assets.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS: The Balanced 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 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 Balanced 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 Balanced 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 Balanced 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 Balanced Fund would calculate the obligations of the
parties to the agreement on a "net basis." Consequently, the
Balanced 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 Balanced 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

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any potential leveraging of the Fund. The Balanced 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 Balanced Fund may invest in
mortgage-backed and other asset-backed securities. These
securities include mortgage pass-through certificates,
collateralized mortgage obligations, mortgage-backed bonds and
securities representing interests in other types of financial
bonds.

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. 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.

Mortgage-backed bonds are general obligations of the issuer fully
collateralized directly or indirectly by a pool of mortgages. The

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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 its 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 a 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, 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
Funds consist primarily of common and preferred stocks, the Funds
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 Funds include convertible bonds, convertible
preferred stocks, and warrants. A warrant is an instrument issued

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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.

GENERAL: Notwithstanding the foregoing, the Funds do not currently
anticipate investing more than 5% of their respective assets in
repurchase agreements, foreign securities, options, futures,
currency contracts, swap agreements or mortgage related securities.

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 Growth Fund's portfolio
turnover rate for the fiscal year ended March 31, 1999 was
_______%. The Growth Fund's portfolio turnover rate in the future
is expected to be in the range of 30% to 70%. The Balanced Fund's
portfolio turnover rate for the fiscal year ended March 31, 1999
was _______%. The Balanced Fund's portfolio turnover rate in the
future is expected to be in the range of 30% to 70%. Higher
turnover would involve correspondingly greater commissions and
transaction costs.

INVESTMENT RESTRICTIONS

Each of the Funds 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 applicable 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 Growth 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);

2. Issue senior securities, borrow money or pledge its assets
except that the Fund may borrow from a bank for temporary or
emergency purposes in amounts not exceeding 33% (taken at the lower
of cost or current value) of its total assets (not including the
amount borrowed) and pledge its assets to secure such borrowings;
the Fund will not purchase any additional portfolio securities
while such borrowings are outstanding;

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

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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 three
years 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;

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;

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;

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.

The Balanced 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);

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;

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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;

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 stock of companies which invest in or sponsor such programs;

11. Make loans, except through repurchase agreements;

MANAGEMENT

The Board of Trustees is responsible for the overall management of
the Funds, including general supervision and review of its
investment activities. The officers, who administer the Funds'
daily operations, are appointed by the Board of Trustees. The
current Trustees and principal officers of the Funds, 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.

Name (Age)
Address
(a) Position With Trust
(b) Principal Occupations During Past Five Years

THOMAS E. QUINN (52)*
The Peachtree, Suite 1700
1355 Peachtree St. NE
Atlanta, GA 30309
(a) Trustee, President, CFO, and Treasurer
(b) President, CornerCap Investment Counsel

GENE A. HOOTS (58)*
3000 Big Oak Dr.
Charlotte, NC 28210

(a) Vice President
(b) Chairman Emeritus, CornerCap Investment
Counsel

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RICHARD T. BEAN (35)
The Peachtree, Suite 1700
1355 Peachtree St. NE

Atlanta, GA 30309
(a) Vice-President
(b) Portfolio Manager, CornerCap Investment Counsel

Assistant Controller, Godwins Inc. (an
employee benefit plan administrator)

JOHN A. HACKNEY, III (32)
The Peachtree, Suite 1700
1355 Peachtree St. NE
Atlanta, GA 30309
(a) Secretary
(b) Compliance Officer, CornerCap Investment
Counsel
Risk Manager, Keogler, Morgand &
Company

RICHARD L. BOGER (52)
303 Townsend Place, NW
Atlanta, GA 30327
(a) Trustee
(b) President, Export Insurance Services, Inc.

G. HARRY DURITY (50)
58 Close Road
Greenwich, CT 06831
(a) Trustee
(b) Sr. Vice President, Corporate Development,
Automatic Data Processing, Inc.

LAURIN M. MCSWAIN (46)
3000 Andrews Drive, NW, No. 5
Atlanta, GA 30305
(a) Trustee
(b) Attorney, Bloodworth & McSwain

The Growth Fund incurred aggregate Trustees' fees and expenses for
fiscal years ended March 31, 1999 of $__________, respectively.
The Balanced Fund incurred aggregate Trustees' fees and expenses
for fiscal year ended March 31, 1999, of $__________. Trustees who
are not affiliated with the Advisor receive $500 per regular
meeting and committee meeting attended, plus reimbursement of out
of pocket expenses for attending Board meetings. During the 1999
fiscal year, each non-affiliated trustee received $__________ on
account of fees, plus reimbursement of expenses.

PRINCIPAL SHAREHOLDERS

As of _______________, _____________, 1999, ________________________
is a record holder of ______________% of the _________________ Fund's
outstanding shares. ______________________'s address is ___________
__________________________________________________________.

As of ________________________, ____, 1999, the Trustees and Officers
of the Trust, as a group, beneficially owned ________% of the outstanding
shares of the Balanced Fund.

As of ________________, ________, 1999, the Trustees and Officers, as
a group, beneficially owned ______% of the outstanding shares of the
Growth Fund.

ADVISORY AND ADMINISTRATION ARRANGEMENTS

Reference is made to "Management Investment Advisor" and
"Management Portfolio Management" in the Prospectus for certain
information concerning the management and advisory arrangements of
the Funds.

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ADVISORY AND OPERATIONS SERVICES AGREEMENTS: CornerCap Investment
Counsel, Inc. (the "Advisor") has entered into an Investment
Advisory Agreement with each Fund to provide investment management
services to the Fund (the "Advisory Agreements"). In addition to
the Advisory Agreements, the Advisor has entered into an
Administrative Services Agreement with each Fund to provide, or
make arrangements for the provision of, virtually all day-to-day
operational services to the Fund (the "Services Agreements").

The Advisor was organized as a Georgia corporation and registered
with the SEC as an investment advisor in 1989. The Advisor is
controlled by Thomas E. Quinn who owns a controlling interest of
the Advisor's outstanding shares. The Advisor's offices are
located at The Peachtree, Suite 1700, 1355 Peachtree Street,
Atlanta, Georgia 30309.

As explained in the Prospectus, the terms of the Advisory
Agreements and the Services Agreements empower the Advisor, subject
to the Board of Trustees of the CornerCap Group of Funds, to manage
each respective Fund's assets and provide or arrange for the
provision of operational and other administrative services for the
day-to-day operation of each respective Fund. The combined effect
of each Fund's Advisory Agreement and Services Agreement is to
place a cap or ceiling on the total expenses of the Fund, excepting
brokerage interest, taxes, litigation, and other extraordinary
expenses. For the Balanced Fund, the cap or ceiling on such
expenses is at an annual rate of 1.30% of the daily net asset value
of the Fund. For the Growth Fund, the cap of ceiling on such
expenses is at an annual rate of 1.50% of the daily net asset value
of the Fund.

ADVISORY AGREEMENTS: The Balanced Fund has entered into an
Investment Advisory Agreement dated November 6, 1996 with the
Advisor and the Growth Fund has entered into an Investment Advisory
Agreement dated September 9, 1992 with the Advisor. Each Fund pays
the Advisor for the services performed under its respective
Advisory Agreement a monthly fee at the annual rate of 1% of each
Fund's average daily net assets. Each Advisory Agreement also
provides that in the event the expenses of the Fund (including the
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 each 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. During the fiscal
years ended March 31, 1997, 1998, and 1999 the Growth Fund paid the
Advisor fees of $62,000, $75,000, and $__________ respectively.
During the periods of May 24,1997 through March 31, 1998 and March 31,
1998 through March 31, 1999, the Advisor subsidized the Balanced
Fund in the amounts of $17,376 and $__________.

Unless earlier terminated, each Advisory Agreement will remain in
effect from year to year if approved annually (a) by the Board of
Trustees of the CornerCap Group of Funds or by a majority of the
outstanding shares of the applicable Fund; and (b) by a majority of
the Trustees who are not parties to such contract or interested
persons (as defined in the Investment Company Act of 1940) of any
such party. Each Advisory Agreement terminates automatically upon

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assignment and may be terminated without penalty on 60 days written
notice at the option of either party thereto or by the vote of the
shareholders of the applicable Fund.

The Advisory Agreements also provide that the Advisor shall not be
liable to the Funds for any error of judgment by the Advisor or for
any loss sustained by the Funds 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.

SERVICES AGREEMENTS: Each Fund pays the Advisor for the services
performed under its respective Services Agreement. Under the
Services Agreements, the Advisor provides day-to-day operational
services to the Funds. The Balanced Fund pays the Advisor a
monthly fee at the annual rate of .30% of the Fund's average daily
net assets. The Growth Fund pays the Advisor a monthly fee at an
annual rate of .50% of the Fund's average daily net assets.

Under their respective Services Agreements, each Fund and the
Advisor have entered into several agreements with third party
providers to provide, among other services, accounting,
administrative, dividend disbursing, transfer agent, registrar,
custodial, shareholder reporting, sub-accounting and recordkeeping
services to the Fund. Neither Fund is obligated to pay any
expenses or fees under any of these third party agreements.

ADMINISTRATOR, TRANSFER AGENT, ACCOUNTING SERVICES AGENT: Fortune
Fund Administration, Inc., The Peachtree, Suite 1735, 1355
Peachtree Street, N.E., Atlanta, Georgia 30309, serves as the
Funds' Transfer Agent, Administrator, and Accounting Services
Agent. As Transfer Agent, Fortune Fund Administration disburses
dividends, processes new accounts, purchases, redemptions,
transfers, and issues new certificates. Pursuant to the Services
Agreement, the Advisor will pay all of the administration fees of
Fortune Fund Administration, Inc. Fortune Fund Administration,
Inc. is an affiliate of the Advisor.

CUSTODIAN: UMB Bank, N.A., 985 Grand Avenue, Kansas City, Missouri
64105, acts as the Funds' Custodian. As Custodian, UMB Bank is
responsible for keeping the Funds' assets in safekeeping and to
collect income.

INDEPENDENT PUBLIC ACCOUNTANTS: Tait, Weller & Baker, 810 Center
Plaza, Suite 800, Philadelphia, Pennsylvania 19103, serve as the
Funds' independent public accountants, performing an annual audit
of the Funds' accounts, assisting in the preparation of certain
reports to the SEC, and preparing the Funds' tax returns.

DISTRIBUTOR: The Balanced Fund entered into a Distribution
Agreement effective as of December 6, 1996, and the Growth Fund
entered into a Distribution Agreement effective as of March 31,
1995, pursuant to which Attkisson, Carter & Akers, Inc., One
Buckhead Plaza, Suite 1450, 3060 Peachtree Road, N.W., Atlanta,
Georgia 30305, a securities broker/dealer registered pursuant to
the Securities Exchange Act of 1934, and located in Atlanta,
Georgia, serves as the distributor of the Funds (the
"Distributor"). No fees are paid pursuant to this Agreement.

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The Distribution Agreement will remain in effect from year to year,
but only so long as such continuance is approved at least annually
by a vote of the Board of Trustees of the CornerCap Group of Funds
or by vote of a majority of the outstanding voting securities of
the Fund and of the Trustees who, except for their positions as
Trustees, are not "interested persons" (as defined in the
Investment Company Act) of the Funds. In addition either party to
each Fund's respective Distribution Agreement may terminate the
Distribution Agreement upon 60 days written notice to the other
party. The Distribution Agreements terminate automatically if
"assigned" (as defined in the Investment Company Act).

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Advisory Agreement states that in connection with its duties to
arrange for the purchase and the sale of securities held in the
portfolio of the Funds by placing purchase and sale orders for the
Funds, the Advisor shall select such broker-dealers ("brokers") as
shall, in the Advisor's judgment, implement the policy of the Funds
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 Advisory Agreements to consider
the reliability, integrity and financial condition of the broker.

The Advisor is also authorized by the Advisory Agreements to
consider whether the broker provides brokerage and/or research
services to the Funds and/or other accounts of the Advisor. The
Advisory Agreements state 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 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 Advisory Agreements provide 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 Advisory Agreements; (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 Funds recognize in the
Advisory Agreements 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 Funds in the valuation of the Funds' investments.
The research which the Advisor receives for the Fund's brokerage
commissions, whether or not useful to the Funds, may be useful to
the Advisor in managing the accounts of the Advisor's other

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advisory clients. Similarly, the research received for the
commissions of such accounts may be useful to the Funds.

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 Funds
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.

During the three fiscal years ended March 31, 1997, 1998, and 1999,
the Growth Fund paid total brokerage commissions of $62,000,
$59,940, and $__________ respectively. For the periods from May
24, 1997 (commencement of operations), through March 31, 1998, and
March 31, 1998 through March 31, 1999, the Balanced Fund paid
brokerage commissions of $12,500 and $__________ respectively.

Though the Funds do not have a contractual obligation to direct brokerage
to the Distributor, the Funds may direct a percentage of their portfolio
securities transactions to the Distributor when, in the opinion of the Advisor,
such directed brokerage represents best execution. The Distributor and its
principals indirectly receive compensation from brokerage fees paid by the
Fund to the Distributor with respect to portfolio securities trades for
the Distributor's brokerage services.

For the fiscal years ended March 31, 1997, 1998, and 1999, the
Balanced Fund paid brokerage commissions to the Distributor of
$____________, $__________, and $__________ respectively. During
the fiscal year ended March 31, 1999, the Balanced Fund paid 17%
of its aggregate brokerage commissions to the Distributor, and the
Balanced Fund effected _____% of its aggregate dollar amount of
transactions involving the payment of commissions through the
Distributor.

For the fiscal years ended March 31, 1997, 1998, and 1999, the
Growth Fund paid brokerage commissions to the Distributor of
$__________, $___________, and $__________ respectively. During
the fiscal year ended March 31, 1999, the Growth Fund paid 17%
of its aggregate brokerage commissions to the Distributor, and the
Growth Fund effected _____% of its aggregate dollar amount of
transactions involving the payment of commissions through the
Distributor.

CAPITALIZATION

The Funds are series of the CornerCap Group of Funds. The
Declaration of Trust of the CornerCap Group of Funds 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 Funds. Each share
represents an interest in a Fund proportionately equal to the
interest of each other share. Upon either Fund's liquidation, all
shareholders of such Fund 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,

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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 CornerCap Balanced
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." Income, direct
liabilities and direct operating expenses of each series will be
allocated directly to each series, and general liabilities and
expenses of the Funds will be allocated among the series in
proportion to the total net assets of each series by the Board of
Trustees.

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. Matters submitted to shareholders must be approved
by a majority of the outstanding securities of each series, unless
the matter does not affect a particular series, in which case only
the affected series' approval will be required.

The Declaration of Trust provides that the Funds' 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 ten
percent of its shares. In addition, ten shareholders holding the
lesser of $25,000 worth or one percent 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
Funds, 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 have no pre-emptive or
conversion rights. Shares when issued are fully paid and non-
assessable, except as set forth above. The Funds 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 Funds will continue indefinitely.

Under Massachusetts law, a shareholder of a Massachusetts business
trust may be held liable as a partner under certain circumstances.
The 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 Funds or
its Trustees. The Declaration of Trust provides for
indemnification and reimbursement of expenses out of the
appropriate Fund's property for any shareholder held personally
liable for its obligations. The Declaration of Trust also provides
that the Funds shall, upon request, assume the defense of any claim
made against any shareholder for any act or obligation of the Funds
and satisfy any judgment thereon. In addition, the operation of
the Funds as investment companies would not likely give rise to
liabilities in excess of its assets. Thus the risk of a
shareholder incurring financial loss on account of shareholder
liability is highly unlikely and is limited to the relatively remote

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circumstances in which the Funds would be unable to meet its
obligations.

PURCHASE AND REDEMPTION OF SHARES

Reference is made to "Purchasing Shares" in the Prospectus for more
information concerning how to purchase shares.

EXCHANGE PRIVILEGE: You may exchange your shares in any CornerCap
fund for those in another CornerCap fund on the basis of their
respective NAV's at the time of the exchange. Before making any
exchange, be sure to review this Prospectus closely and consider
the Funds' differences. Please note that since an exchange is the
redemption of shares from one fund followed by the purchase of
shares in another, any gain or loss realized on the exchange is
recognizable for federal income tax purposes (unless your account
is tax deferred).

You may make up to four exchanges during a calendar year between
identically registered accounts.

The Fund reserves the right to reject any exchange request, or to
modify or terminate exchange privileges at any time. 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).

If the CornerCap Group of Funds' Board of Trustees determines that
it would be detrimental to the best interests of the remaining
shareholders of the respective 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 respective Fund, in lieu of cash, in conformity with
applicable rules of the SEC. The Funds, however, have elected to
be governed by Rule 18f-1 under the 1940 Act pursuant to which each
Fund is obligated to redeem shares solely in cash up to the lesser
of $250,000 or one percent of its net asset value during any 90 day
period for any one shareholder. Should redemptions by any
shareholder exceed such limitation, each 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.

TELEPHONE PURCHASES, EXCHANGES, AND REDEMPTIONS FOR SECURITIES
FIRMS: The following purchase and redemption telephone procedures
have been established by the Funds for investors who purchase Fund
shares through member firms of the National Association of
Securities Dealers, Inc. (the "NASD") who have accounts with the
Funds for the benefit of their clients. Telephone purchases and
redemptions will be effected by the Funds 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
purchase or redemption pursuant to its account agreement with the
investor's instruction to purchase 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 Funds and neither the Funds
nor the Distributor receives any part of such fees. Such handling
fees may be avoided by investing directly with the Funds through

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the Distributor, but investors doing so will not be able to avail
themselves of the Funds' 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 investments in a Fund through the
member's account with the appropriate Fund.

PURCHASE BY TELEPHONE. Shares shall be purchased at the net asset
value next determined after receipt of the purchase request by the
applicable Fund. Payment for shares purchased must be received
from the NASD member firm by the appropriate 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.

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

By electing telephone purchase and redemption privileges, NASD
member firms, on behalf of themselves and their clients, agree that
neither the Funds, the Distributor nor the Transfer Agent shall be
liable for following instructions communicated by telephone and
reasonably believed to be genuine. Each 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 either
Fund fails to employ this and other established procedures, it may
be liable. Each Fund reserves the right to modify or terminate
telephone privileges at any time.

NET ASSET VALUE

As indicated in the Prospectus, the net asset value per share of
the Funds' shares will be determined as of 4:15 p.m. on each day
that the New York Stock Exchange (the "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, Martin Luther
King Day, Washington's Birthday, President's Day, 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 Funds' 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 each Fund. Valuations of
fixed-income securities are based upon a consideration of yields or
prices of obligations of comparable quality, coupon, maturity and

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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 value based upon those
quotations. The procedures used by the pricing service are
reviewed by the applicable 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.

DISTRIBUTIONS AND TAX STATUS

The Balanced Fund and the Growth Fund typically distribute their
respective net income or capital gains one time during each calendar
year, usually in December. For the convenience of investors, each
Fund reinvests all income dividends and capital gains distributions
in full and fractional shares of the respective Fund, unless the
shareholder has given prior written notice to the transfer agent
that the payment should be made in cash.

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. Shareholders of each Fund
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.

The exchange of one Fund's shares for shares of another Fund will
be treated as a sale and any gain thereon may be subject to federal
income tax.

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

Each 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. A fund that is qualified under Subchapter M will not be
subject to federal income tax on the part of its net ordinary
income and net realized capital gains which it distributes to its
shareholders. Neither Fund anticipates being subject to Federal
income or excise taxes because each Fund intends to distribute 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 to meet other requirements of the Code relating to the
sources of income and diversification of its assets.

When an income dividend or capital gains distribution is paid by
either Fund, net asset value per share of the appropriate Fund 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.

Neither Fund intends 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
Funds may unintentionally acquire stock in a PFIC. Either 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 each Fund's income dividends may be eligible for the
dividends-received deduction allowed to corporations under the
Code, if certain requirements are met. Investment income received
by either Fund from sources within foreign countries may be subject
to foreign income taxes withheld at the source.

Under the Code, the Funds 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 in either Fund may also be
subject to backup withholding if the Internal Revenue Service or a
broker notifies the applicable Fund that the shareholder is subject
to backup withholding.

The treatment of income dividends and capital gains distributions
to shareholders of the Funds 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.

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PERFORMANCE INFORMATION

From time to time, the Funds may publish their total return in
advertisements and communications to investors. Total return
information will include the Funds' average annual compounded rate
of return over the most recent four calendar quarters and over the
period from the Funds' inception of operations. The Funds may also
advertise aggregate and average total return information over
different periods of time. The Funds' 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 Funds'
income.

Investors should note that the investment results of the Funds will
fluctuate over time, and any presentation of the Funds' 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.

In reports or other communications to shareholders and in
advertising material, the Funds 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.

GROWTH FUND: The average annual rates of return (unaudited) as
of March 31, 1999 for the Growth Fund for the periods listed below
(since inception of management by CornerCap Investment Counsel) are
as follows:

1 year _______%
5 years _______%
10 years _______%

As an example, based on the average annual compound rates of return
listed above over these periods, you could have expected the
following values (unaudited) on a $1,000 investment assuming no
redemption at the end of each time period.

One Year 3 Years 5 Years 10 Years
- - --------------------------------------------
$_____ $_____ $_____ $_____

CornerCap Investment Counsel, Inc. (formerly Cornerstone Capital
Corp.) became the investment advisor to the Growth Fund in August
1992. Prior to that time, the Growth Fund was known by other names
and was advised and managed by other entities. The Growth Fund was
organized originally on January 6, 1986. Per share income and
capital changes for the last ten years of the Growth Fund are also
included in the Prospectus under "Financial Highlights" and
performance information since inception is available upon request.

BALANCED FUND: The average annual rates of return as of the end of
the most recent fiscal year ended March 31, 1999, and for the
period beginning May 27, 1997 (since inception) for the Balanced
Fund are as follows:

1 year _______%
Since inception _______%

As an example, based on the average annual compound rates of return
listed above over the most recent fiscal year and the period May
27, 1997 to March 31, 1999 (since inception), you could have
expected the following values on a $1,000 investment assuming no

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redemption at the end of the period (Unaudited):

One year 3 Years
----------------------

$_____ $_____

CornerCap Investment Counsel, Inc. (formerly Cornerstone Capital
Corp.) has been investment advisor to the Balanced Fund since its
inception following the closing of a reorganization transaction
with The Atlanta Growth Fund, Inc. on May 24, 1997, pursuant to
which the Balanced Fund assumed certain assets and liabilities of
The Atlanta Growth Fund, Inc.

PERFORMANCE CALCULATION: The following is a brief description of
how performance is calculated. Quotations of average annual total
return for the Funds will be expressed in terms of the average
annual compounded rate of return of a hypothetical investment in
the Fund over periods of 1 year, 5 years, and since inception.
These are the annual total rates of return that would equate the
initial amount invested to the ending redeemable value. These
rates of return are calculated with the following formula:

P(1+T)n = ERV

(where T = average annual total return; ERV = ending redeemable
value of a hypothetical initial payment of $10,000; and n = number
of years). All total return figures reflect the deduction of a
proportional share of Fund expenses on an annual basis, and assume
that all dividends and distributions are reinvested when paid.

FINANCIAL STATEMENTS

The financial statements of the Growth Fund for the year ended
March 31, 1999 and the report of the Growth Fund's independent
accountants are included in the Growth Fund's Annual Report to
shareholders and are incorporated by reference into this SAI. A
copy of the Annual Report accompanies this SAI.

The Balanced Fund is a series of CornerCap that began operations on
May 24, 1997, following the closing of a reorganization transaction
with The Atlanta Growth Fund, Inc., pursuant to which the Balanced
Fund assumed certain assets and liabilities of The Atlanta Growth
Fund, Inc.. The financial statements of the Balanced Fund for the
year ended March 31, 1999, and the Report of the Balanced Fund's
independent accountants are included in the Balanced Fund's Annual
Report to Shareholders and are incorporated by reference into this
SAI. A copy of the Annual Report accompanies this SAI.

APPENDIX A

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

MONEY MARKET: 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,

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which are generally referred to as money market instruments.

U.S. GOVERNMENT OBLIGATIONS: 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: 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: 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: Time deposits are non-negotiable deposits
maintained in a banking institution for a specified period of time
at a stated interest rate.

COMMERCIAL PAPER: 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: 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: 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: 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: Collateralized mortgage
obligations ("CMOs") are hybrid instruments with characteristics of

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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: 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).

ZERO COUPON BONDS: 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
Fund, 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
Fund. Cash to pay dividends representing unpaid, accrued interest
may be obtained from sales proceeds of portfolio securities and
Fund shares and from loan proceeds. Because interest on zero
coupon obligations is not paid to the Fund 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.

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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 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.

Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or
may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact
have speculative characteristics as well.

Ba - Bonds which are rated Ba are judged to have speculative
elements. The future of such bonds cannot be considered as well
assured.

B - Bonds which are rated B generally lack characteristics of a
desirable investment.

Caa - Bonds rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest.

Ca - Bonds rated Ca are speculative to a high degree.

C - Bonds rated C are the lowest rated class of bonds and are
regarded as having extremely poor prospects.

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.

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.

BB - Debt rated BB is predominantly speculative with respect to
capacity to pay interest and repay principal in accordance with
terms of the obligation. BB indicates the lowest degree of
speculation; CC indicates the highest degree of speculation.

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<PAGE>
BB,B,CCC,CC - Debt in these ratings is predominantly speculative
with respect to capacity to pay interest and repay principal in
accordance with terms of the obligation. BB indicates the lowest
degree of speculation and CC the highest.

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: 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 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 Adviser 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;

26
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<PAGE>
(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.

27
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FORM N-1A
PART C OTHER INFORMATION

ITEM 23: EXHIBITS

(a) Declaration of Trust, as supplemented. Incorporated by
Reference from PEA No. 13, filed November 26, 1996.

(b) By-Laws. Incorporated by Reference from PEA No. 13, filed
November 26, 1996.

(d)
(1) Investment Advisory Agreement for Growth Fund (dated
September 9, 1992). Incorporated by Reference from PEA No. 8,
filed July 29, 1993.

(2) Investment Advisory Agreement for Balanced Fund. Incorporated
by Reference from Form N-14, filed December 2, 1996.

(e)
(1) Distribution Agreement (dated March 31, 1995).
Incorporated by Reference from PEA No. 10, filed July 31,1995.

(2) First Amendment to Distribution Agreement. Incorporated
by Reference from N-14, filed December 2, 1996.

(f) Not Applicable.

(g)
(1) Custody Agreement (dated October 30, 1992). Incorporated
by Reference from PEA No. 8, filed July 29, 1993.

(2) Form of First Amendment to Custody Agreement, incorporated
by reference from PEA No. 17, filed July 28, 1998.

(h)
(1)(i) Accounting Services Agreement (dated October 1,
1992). Incorporated by Reference from Amendment No. 1 to
Form N-14, filed February 28, 1997.

(ii) Form of First Amendment to Accounting Services Agreement.
Incorporated by reference from PEA No. 17, filed July 28, 1998.

(2)(i) Transfer Agent Agreement. Incorporated by Reference
from Form N-14, filed December 2, 1996.

(ii) Form of First Amendment to Transfer Agent Agreement.
Incorporated by reference from PEA No. 17, filed July 28, 1998.

(3)(i) Administrative Agreement. Incorporated by Reference
from Form N-14, filed December 2, 1996.

(ii) Form of First Amendment to Administrative Agreement.
Incorporated by reference from PEA No. 17, filed July 28, 1998.

(4)(i) Form of Operating Services Agreement for the
Balanced Fund, incorporated by reference from PEA No. 16, filed
May 29, 1998.

(ii) Form of First Amendment to Operating Services Agreement
for the Balanced Fund. Incorporated by reference from PEA No. 17,
filed July 28, 1998.

(5)(i) Form of Operating Services Agreement for the Growth
Fund, incorporated by reference from PEA No. 16, filed
May 29, 1998.

(ii) Form of First Amendment to Operating Services Agreement
for the Growth Fund. Incorporated by reference from
PEA No. 17, filed July 28, 1998.

(i) Opinion of Counsel, incorporated by reference from PEA No. 17,
filed July 28, 1998.

(j) (1) Consents of Independent Auditors.

28
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<PAGE>
(2) Power of Attorney. Incorporated by Reference from PEA
No. 7, filed September 23, 1992 and PEA No. 9, filed July 29,
1994.

(k) Not Applicable.

(l) Not Applicable.

(m) Not Applicable.

(n) Not Applicable.

(o) Not Applicable.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
FUND.

None.

ITEM 25. INDEMNIFICATION.

Previously filed on and incorporated by reference from PEA No. 7,
filed September 23, 1992

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER.

CornerCap Investment Counsel (the "Advisor") is the investment
advisor of the Registrant. For information as to the business
profession, vocation or employment of a substantial nature of the
Advisor, its directors and officers, reference is made to Part B of
this Registration Statement and to Form ADV filed under the
Investment Advisers Act of 1940 by the Advisor.

ITEM 27. PRINCIPAL UNDERWRITER.

(a) Attkisson, Carter and Akers, Inc.

(b) Name & Principal Position with Position with
Business Address Underwriter Registrant
---------------- ------------- -------------
Ronald L. Attkisson President, None
3060 Peachtree Rd. C.E.O., and
Suite 1475 Director
Atlanta, GA 30305

Belfield H. Carter, Jr. Chairman, None
3060 Peachtree Rd. Director
Suite 1475
Atlanta, GA 30305

Kristin W. Montet Chief Financial None
3060 Peachtree Rd. Officer
Suite 1475
Atlanta, GA 30305

Mark D. Hill Senior Vice None
3060 Peachtree Rd. President
Suite 1475
Atlanta, GA 30305

(2) Net Underwriting Discounts and Commissions
$0

(3) Compensation on Redemption and Repurchase
$0

(4) Brokerage Commissions

$ 0

29
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<PAGE>

(5) Other Compensation
$0

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

All shareholder account records including share ledgers,
duplicate confirmation, duplicate account statements, and
application forms are maintained by the Registrant's
Transfer Agent, Fortune Fund Administration, Inc., The
Peachtree, Suite 1735, 1355 Peachtree Street, NE,
Atlanta, Georgia 30309. Certain accounting records of
the Registrant are maintained by Fortune Fund
Administration, Inc. in its capacity as Accounting
Services Agent.

Actual portfolio securities and other investment assets
(including cash) are maintained in the custody of the
Registrant's Custodian Bank, Wachovia Bank of North
Carolina, M/C 31013, 301 N. Main Street, Winston-Salem,
North Carolina 27150-3099.

Records relating to the investment of the CornerCap Group
of Funds, including research information, records
relating to the placement of brokerage transactions,
memorandum regarding investment recommendations for
supporting and/or authorizing the purchase or sale of
assets, and all other records of the Registrant required
to be maintained pursuant to Section 31(a) of the
1940 Act, and Rule 31a-1 thereunder (such records include
copies of the Declaration of Trust, By-Laws, minute
books, original copies of all agreements, compliance
records and reports, etc.) are maintained at CornerCap
Investment Counsel, The Peachtree, Suite 1700, 1355
Peachtree St, N.E., Atlanta, Georgia, 30309.

ITEM 29. MANAGEMENT SERVICES.

Not applicable.

ITEM 30. UNDERTAKINGS.

The Registrant undertakes to furnish each person to whom
a prospectus is delivered with a copy of the Registrant's
latest applicable annual report to Shareholders, upon
request and without charge.

Blue Sky records are originated and maintained by Commonwealth
Shareholder Services, Inc. at 1500 Forest Avenue, Suite 223,
Richmond, Virginia, 23229. Duplicate copies of Blue Sky records
are also maintained at CornerCap Investment Counsel (address
noted above).

<PAGE>
<PAGE>
SIGNATURE PAGE

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Registration Statement pursuant
to Rule 485(b) under the Securities Act of 1933, and the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State
of Georgia, on the 28th day of May, 1999.

CornerCap Group of Funds, Registrant

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 has constituted and appointed Thomas E. Quinn as his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, and all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or either of them, or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

Dated as of the 28th day of May, 1999.

/s/ Thomas E. Quinn
Thomas E. Quinn, Principal Executive Officer,
Principal Accounting Officer, Trustee

Richard L. Boger **
-------------------------
Richard L. Boger, Trustee

G. Harry Durity **
-------------------------
G. Harry Durity, Trustee

Laurin M. McSwain **
--------------------------
Laurin M. McSwain, Trustee

** By: /s/ Thomas E. Quinn May 28, 1999
Thomas E. Quinn, Attorney-in-Fact

</TABLE>

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the use of our report dated May 1, 1998, on
the financial statements and financial highlights of CornerCap
Growth Fund and CornerCap Balanced Fund. Such financial statements
and financial highlights appear in the 1998 Annual Reports to
Shareholders which are incorporated by reference in the Post-Effective
Amendment to the Registration Statement on Form N-1A of CornerCap Group
of Funds. We also consent to the references to our Firm in the Registration
Statement and Prospectus.

/s/ Tait, Weller & Baker
TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
July 16, 1998