CORNERCAP GROUP OF FUNDS /VA/
N-30D, 1999-12-03
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                             CORNERCAP BALANCED FUND

                       SEMI-ANNUAL REPORT TO SHAREHOLDERS





                                   A SERIES OF
                            CORNERCAP GROUP OF FUNDS
                          A "SERIES" INVESTMENT COMPANY





                            FOR THE SIX MONTHS ENDED

                               SEPTEMBER 30, 1999





The Peachtree, Suite 1700                                  Advisor:
                                                           (800) 728-0670
1355 Peachtree Street, NE                                  Administrator:
                                                           (888) 81-FUNDS
Atlanta, Georgia 30309                                     Telecopier:
                                                           (404) 870-0770



<PAGE>
                                                        CORNERCAP GROUP OF FUNDS
                                            MANAGER'S REPORT TO THE SHAREHOLDERS
                              FOR THE SEMIANNUAL PERIOD ENDED SEPTEMBER 30, 1999



Dear Shareholder:

Attached are the portfolio  valuation and financial  reports for the  semiannual
period ended  September 30, 1999.  As of this date,  the shares of the CornerCap
Growth Fund were valued at $11.20, and the shares of the CornerCap Balanced Fund
were valued at $11.99. In this letter, we would like to cover two areas:  first,
the  year-to-date  performance  of our mutual  funds and,  second,  a few recent
activities of our fund company about which we would like to keep you informed.

During the inflationary  1970s,  investors closely scrutinized their real estate
returns.  In the 1990s,  investor focus is on stock  returns.  Like real estate,
which includes houses,  hotels,  shopping centers,  office buildings,  raw land,
etc.,  stocks come in as many flavors.  They can be large stocks,  small stocks,
something  in between,  or some  blending of these sizes ....  growth  stocks or
value  stocks .... US stocks or non-US  stocks ....  Internet  retail  stocks or
Internet infrastructure stocks ... etc.

The ideal mutual fund would be the one that could consistently  predict the next
flavor of the month moving correctly from one flavor to the next over time. That
fund does not exist. At CornerCap,  rather than continually trying to chase that
latest  investment  fad, we believe  investors  will be more  successful if they
select an investment approach that is consistent with their long-term objectives
and has performed well over time.

The "flavor" that we use for the CornerCap  Growth Fund is to be fully  invested
in small- to mid-capitalization stocks that are primarily  value-oriented.  This
approach is somewhat  volatile,  but it has  realized  higher  returns  over the
years. Our more conservative CornerCap Balanced Fund is also value-oriented, but
we limit the equity  commitment to  approximately  60% of the portfolio  (40% in
bonds), and the equities are primarily in the large- to mid-capitalization area.

Using the Wilshire 5000 Index,  which breaks down 5,000 stocks into a variety of
style characteristics, we thought you might be interested in how our mutual fund
returns compare.
<TABLE>
<CAPTION>

                                             YTD        9/30/99          6/30/99      3/31/99
<S>                                         <C>           <C>               <C>           <C>
FUNDS
         CornerCap Growth Fund               7.8%         -5.1%            23.4%         -8.0%
         CornerCap Balanced Fund             0.0%         -5.7%             9.6%         -3.2%

WILSHIRE INDICES
         Wilshire 5000                       4.5%         -6.6%             7.8%          3.8%
         Styles:
             Value:
                  Large                      1.4%        -10.1%            11.7%          0.9%
                  Mid                       -1.0%        -10.2%            16.9%         -5.6%
                  Small                    -15.3%        -10.8%             1.2%         -6.2%
             Growth:
                  Large                      7.0%         -3.3%             2.8%          7.6%
                  Mid                       14.0%         -2.0%            15.9%          0.4%
                  Small                     10.6%         -3.0%            13.6%          0.4%
</TABLE>
<PAGE>

What do the above  numbers  tell us?  With  regard to both of our  funds,  value
investing  continues to be out of favor,  much as it was in 1998. With regard to
our Growth  Fund,  small-capitalization  value  stocks were even more  seriously
punished  by the  market  in 1999,  down  15.3%.  Our fund was up 7.8% over this
period, so we were in the wrong pond, but at least we caught the most fish. With
regard to our Balanced  Fund, our zero  year-to-date  return is in line with the
average of the large- and mid-capitalization  value stocks,  especially when you
consider that bonds have actually realized negative returns this year.

During 1999,  we have been busy on other matters with regard to our mutual funds
to improve services to our shareholders. As we have reported in the past, we are
continuing  with our action plan to ensure  that there are no problems  with the
valuation and  administration of our funds when January 2000 arrives,  i.e., the
"Y2K" issue. We believe all of our hardware and software should operate normally
on January 2000, and we have established manual procedures for administering our
funds if problems should still occur.

At the start of this year, we changed  custodians to United Missouri Bank (UMB),
and it is doing an excellent  job. We have also  negotiated  a lower  commission
schedule with the majority of the brokers whom we use to execute  trades for our
funds.  We use a portion of these  commission  dollars,  approximately  20%,  to
purchase  investment  research  data and services  that we believe will be value
adding to our funds. Of course, since we self distribute our funds, we charge no
fees for contributions or withdrawals.

Thank you for being one of our valued  shareholders  and for the referrals  that
many of you have made to our mutual fund family.

CornerCap Investment Counsel
November 19, 1999


<PAGE>

CORNERCAP BALANCED FUND

PORTFOLIO OF INVESTMENTS

SEPTEMBER 30, 1999 (UNAUDITED)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------

                                                                                                     Value
   Shares                                                                                           (Note 1-A)
   ------                                                                                           ----------
                 COMMON STOCKS - 58.78%
                 -------------

      <C>        <S>                                                                               <C>
                 AIR TRANSPORTATION - 1.23%

     1,150          British Airway PLC ADR                                                         $    65,694
                                                                                                   -----------
                 AUTOMOTIVE - 3.76%
     1,800          Ford Motor Co. Del                                                                  90,338
     2,200          TRW Inc.                                                                           109,450
                                                                                                   -----------
                                                                                                       199,788
                                                                                                   -----------
                 AEROSPACE - 4.51%
     2,300          Goodrich BF Co.                                                                     66,700
     1,800          Rockwell International Corp.                                                        94,500
     4,300          Gencorp, Inc.                                                                       78,744
                                                                                                   -----------
                                                                                                       239,944
                                                                                                   -----------
                 BANK - 1.47%
     2,200          First Union Corp.                                                                   78,237
                                                                                                   -----------
                 BEVERAGES - 1.71%
     1,300          Anheuser-Busch Companies, Inc.                                                      91,082
                                                                                                   -----------
                 BUILDING MATERIALS - 1.80%
     1,600          PPG Industries, Inc.                                                                96,000
                                                                                                   -----------
                 COMMUNICATIONS - 2.01%
     1,500          Telefonos de Mexico                                                                106,875
                                                                                                   -----------
                 DIVERSIFIED - 3.09%
     2,700          ITT Industries, Inc.                                                                85,895
     2,500          National Service Industries, Inc.                                                   78,750
                                                                                                   -----------
                                                                                                       164,645
                 ELECTRIC LIGHTING AND WIRING EQUIPMENT - 1.56%
     1,250          Johnson Ctls., Inc.                                                                 82,891
                                                                                                   -----------
                 ELECTRICAL UTILITIES - 3.11%
     3,400          First Energy Corp.                                                                  86,700
     2,900          Reliant Energy, Inc.                                                                78,481
                                                                                                   -----------
                                                                                                       165,181
                                                                                                   -----------
                 FINANCIAL SERVICES - 1.72%
       800          JP Morgan & Co., Inc.                                                               91,400
                                                                                                   -----------
                 INSURANCE 1.84%
     5,800          Ohio Casualty Corp.                                                                 97,875
                                                                                                   -----------
                 MACHINERY - 3.54%
     1,600          Briggs & Stratton                                                                   93,400
     5,700          Flowserve Corporation                                                               94,762
                                                                                                   -----------
                                                                                                       188,162
                                                                                                   -----------
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>



CORNERCAP BALANCED FUND

PORTFOLIO OF INVESTMENTS - (CONTINUED)

SEPTEMBER 30, 1999 (UNAUDITED)
<TABLE>
<CAPTION>

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

                                                                                                      Value
   Shares                                                                                           (Note 1-A)
   ------                                                                                           ----------
      <C>        <S>                                                                               <C>
                 COMMON STOCKS - 58.78%
                 -------------

                 MARITIME - 1.75%
     3,900          Alexander & Baldwin                                                                 93,112
                                                                                                   -----------
                 MEDICAL SUPPLIES - 3.44%
     1,400          Bausch & Lomb, Inc.                                                                 92,313
     3,000          Mallinckrodt, Inc.                                                                  90,564
                                                                                                   -----------
                                                                                                       182,877
                                                                                                   -----------
                 METALS - 1.45%
     4,800          Timken Co.                                                                          77,400
                                                                                                   -----------
                 MINING - 3.70%
     1,800          Reynolds Metals                                                                    108,675
     1,600          Phelps Dodge Corp.                                                                  88,101
                                                                                                   -----------
                                                                                                       196,776
                                                                                                   -----------
                 OIL INDUSTRY - 1.14%
     2,400          Ashland, Inc.                                                                       80,700
                                                                                                   -----------
                 PACKAGING & CONTAINERS - 1.74%
     2,100          Ball Corp.                                                                          92,532
                                                                                                   -----------
                 PAPER & FOREST PRODUCTS - 3.20%
     8,400          Abitibi Consolidated                                                               101,325
     4,200          Glatfelter P.H. Co.                                                                 69,038
                                                                                                   -----------
                                                                                                       170,363
                                                                                                   -----------
                 PUBLISHING - 1.47%
     2,300          Deluxe Corp.                                                                        78,200
                                                                                                   -----------
                 RETAIL - SPECIALTY - 1.21%
     4,200          Enesco Group, Inc.                                                                  64,575
                                                                                                   -----------
                 STEEL INTERGRATED - 2.00%
     1,200          Carpenter Technology                                                                29,400
     3,000          USX-U.S. Steel Group                                                                77,250
                                                                                                   -----------
                                                                                                       106,650
                                                                                                   -----------
                 TOBACCO - 3.07%
     2,400          Philip Morris Companies, Inc.                                                       82,051
     2,700          US Tobacco, Inc.                                                                    81,508
                                                                                                   -----------
                                                                                                       163,559
                                                                                                   -----------
                 TEXTILE - 1.59%
     2,500          Spring Ind.                                                                         84,845
                                                                                                   -----------
                 THRIFT - 1.66%
     3,800          Washington Fed.                                                                     88,114
                                                                                                   -----------
                    TOTAL COMMON STOCKS (COST $3,107,854)                                            3,147,466
                                                                                                   -----------

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

CORNERCAP BALANCED FUND

PORTFOLIO OF INVESTMENTS - (CONTINUED)

SEPTEMBER 30, 1999 (UNAUDITED)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------

Principal                                                                                            Value
 Amount                                                                                            (Note 1-A)
- ---------                                                                                         ------------
  <C>            <S>                                                                              <C>
                 CORPORATE BONDS - 34.90%
                 ---------------

                 ELECTRONIC COMPONENTS - 2.79%
  $150,000          Sony, 6.125%, Due 03/04/03                                                     $   148,293
                                                                                                   -----------
                 ELECTRICAL UTILITIES - 2.79%
                    National Rural Utilities
   150,000             6.375%, Due 10/15/04                                                            148,277
                                                                                                   -----------
                 FINANCIAL SERVICE - 17.46%
                    GMAC
   150,000             6.700%, Due 04/03/01                                                            150,887
                    Merrill Lynch
   150,000             6.375%, Due 10/15/08                                                            141,421
                    Nations Bank
   200,000             6.375%, Due 05/15/05                                                            193,317
                    Norwest Financial
   150,000             6.250%, Due 12/15/07                                                            143,257
                    Walmart
   150,000             6.750%, Due 05/15/02                                                            151,643
                                                                                                   -----------
                                                                                                       780,525
                                                                                                   -----------
                 MULTIMEDIA- 3.74%
   200,000          Disney Corp. 6.75%, Due 03/30/06                                                   198,843
                                                                                                   -----------
                 TELECOMMUNICATIONS - 3.49%
   200,000          AT&T 6.00%, Due 03/15/09                                                           185,829
                                                                                                   -----------
                       TOTAL CORPORATE BONDS (COST $1,538,787)                                       1,461,767
                                                                                                   -----------

                 U.S. GOVERNMENT BONDS - 7.42%
                 ---------------------

                 U.S. Treasury
  $150,000          5.75%, Due 08/15/03                                                            $   149,531
   140,000          6.50%, Due 08/15/05                                                                143,237
   100,000          6.50%, Due 10/15/06                                                                102,219
                                                                                                   -----------
                    TOTAL GOVERNMENT BONDS (COST $410,500)                                             394,987
                                                                                                   -----------

- -------------------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>

CORNERCAP BALANCED FUND

PORTFOLIO OF INVESTMENTS - (CONTINUED)

SEPTEMBER 30, 1999 (UNAUDITED)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------

                 SHORT-TERM INVESTMENTS - 4.93%
                 ----------------------
  <C>            <S>                                                                <C>            <C>
                 Wachovia Bank Short-Term Authorized Demand Notes
  $275,756          (Cost $269,886)                                                                    269,886
                                                                                                   -----------
                    TOTAL INVESTMENTS (COST $5,589,430) (A)                          98.61%          5,274,107
                    OTHER ASSETS IN EXCESS OF LIABILITIES                             1.39%             38,674
                                                                                    ------         -----------
                    NET ASSETS                                                      100.00%        $ 5,312,781
                                                                                    ======         ===========

             (A) AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSE IS $4,602,026.

                 At September 30, 1999, unrealized  appreciation  (depreciation)
                 of securities for federal income tax purposes is as follows:
                    Gross unrealized appreciation                                                   $  327,627
                    Gross unrealized depreciation                                                     (376,533)
                                                                                                    ----------
                    NET UNREALIZED DEPRECIATION                                                     $  (48,906)
                                                                                                    ==========



- -------------------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>

CORNERCAP BALANCED FUND

STATEMENT OF ASSETS AND LIABILITIES

SEPTEMBER 30, 1999 (UNAUDITED)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>
ASSETS
    Investments at market value,
       (Identified cost $3,107,854) (NOTE 1-A)                                                     $ 5,004,221
    Cash                                                                                               269,886
    Interest receivable                                                                                 35,546
    Dividends receivable                                                                                 6,112
    Insurance Reserve                                                                                    1,515
                                                                                                   -----------
          TOTAL ASSETS                                                                               5,317,280
                                                                                                   -----------


LIABILITIES
    Payable for investment securities purchased                                                    $         0
    Payable for fund shares redeemed                                                                         0
    Management fee payable                                                                               4,501
    Administration fees payable                                                                          1,350
    24F-2 Fee and Corporate Tax                                                                         (1,352)
                                                                                                   -----------
          TOTAL LIABILITIES                                                                              4,499
                                                                                                   -----------

NET ASSETS
    (Applicable to 443,288 shares outstanding,
       unlimited number of shares authorized)                                                      $ 5,312,781
                                                                                                   ===========

NET ASSET VALUE OFFERING AND REPURCHASE
    PRICE PER SHARE
   ($5,312,781 / 443,288 shares)                                                                   $     11.99
                                                                                                   ===========

NET ASSETS
   At September 30, 1999, net assets consisted of:
      Paid-in capital                                                                              $ 5,784,604
      Undistributed net investment income                                                             (569,538)
      Accumulated net realized gains on investments                                                    146,621
      Net unrealized depreciation                                                                      (48,906)
                                                                                                   -----------
                                                                                                   $ 5,312,781
                                                                                                   ===========



- -------------------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>


CORNERCAP BALANCED FUND

STATEMENT OF OPERATIONS

FOR THE SIX-MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>
INVESTMENT INCOME
   Dividends                                                                                       $    50,070
   Interest                                                                                             80,655
   Extraordinary Income                                                                                    234
                                                                                                   -----------

      TOTAL INCOME                                                                                     130,959
                                                                                                   -----------
   EXPENSES
      Management fee (NOTE 2)                                                                           26,043
      Service costs (NOTE 2)                                                                             7,813
                                                                                                   -----------
         TOTAL EXPENSES                                                                                 33,856
                                                                                                   -----------
            NET INVESTMENT INCOME                                                                       97,103
                                                                                                   -----------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
   Net realized gain from security transactions                                                         59,238
   Change in unrealized appreciation of investments                                                    (35,646)
                                                                                                   -----------

         NET GAIN ON INVESTMENTS                                                                        23,592
                                                                                                   -----------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                               $   120,695
                                                                                                   ===========
- -------------------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
</TABLE>


<PAGE>

CORNERCAP BALANCED FUND

STATEMENT OF CHANGES IN NET ASSETS

PERIOD ENDED SEPTEMBER 30, 1999 AND YEAR  ENDED MARCH 31, 1999
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------

                                                                             PERIOD ENDED          YEAR ENDED
                                                                             SEPTEMBER 30,          MARCH 31,
                                                                                 1999                 1999
                                                                             -------------       ---------------
<S>                                                                         <C>                   <C>
INCREASE (DECREASE) IN NET ASSETS FROM
   OPERATIONS
      Net investment income                                                 $      80,128         $     85,806
Net realized gain on investments                                                   59,238              196,394
Increase (decrease) in unrealized appreciation
         of investments                                                           (39,219)            (286,479)
                                                                            -------------         ------------
         NET INCREASE (DECREASE) IN NET ASSETS
            RESULTING FROM OPERATIONS                                             100,147               (4,279)
   DISTRIBUTIONS TO SHAREHOLDERS FROM
      Net investment income
         ($0.00 and $0.19 per share, respectively)                                      0              (19,152)
      Capital gains
         ($0.00 and $23.03 per share, respectively)                                     0             (122,292)
                                                                            -------------         ------------
   CAPITAL SHARE TRANSACTIONS (A)
      Increase in net assets resulting from capital
         share transactions                                                       714,625            2,349,542
                                                                            -------------         ------------

            TOTAL INCREASE IN NET ASSETS                                          814,772            2,203,819

NET ASSETS
   Beginning of period                                                          4,498,009            2,294,190
                                                                            -------------         ------------
   END OF PERIOD
      (Including undistributed net investment income of
       $146,622 and $73,927, respectively)                                  $   5,312,781         $  4,498,009
                                                                            =============         ============
</TABLE>


(A)   SUMMARY OF CAPITAL SHARE ACTIVITY FOLLOWS:
<TABLE>
<CAPTION>
                                                      SIX-MONTH PERIOD ENDED                YEAR ENDED
                                                       SEPTEMBER 30, 1999                MARCH 31, 1999
                                                    -----------------------------------------------------------
                                                       SHARES        VALUE            SHARES         VALUE
                                                       ------        -----            ------         -----
<S>                                                    <C>       <C>                  <C>        <C>
      Shares sold                                      82,380    $  1,036,234         231,516    $   2,735,803
      Shares issued on
         reinvestment of distributions                      0               0          11,916          139,421
                                                    ---------    ------------       ---------    -------------
                                                       82,380       1,036,234         243,432        2,875,224
      Shares redeemed                                 (25,449)       (321,609)        (44,201)        (525,682)
                                                    ---------    ------------       ---------    -------------
      NET INCREASE                                     56,881    $    714,625         199,231    $   2,349,542
                                                    =========    ============       =========    =============
- -------------------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
</TABLE>

<PAGE>


CORNERCAP BALANCED FUND

FINANCIAL HIGHLIGHTS

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------

                                                FOR PERIOD      FOR THE          FOR PERIOD        FOR PERIOD
                                                4/1/1999 TO     YEAR ENDED       6/1/1997 TO       5/24/1997* TO
                                                9/30/1999       3/31/1999        7/30/1998<F1>     5/31/1997
                                                ----------------------------------------------------------------
<S>                                                <C>            <C>            <C>               <C>
      PER SHARE OPERATING PERFORMANCE
   NET ASSET VALUE, BEGINNING OF PERIOD            $ 11.62        $  12.21       $ 32.99           $   33.20
                                                   -------        --------       -------           ---------

   INCOME FROM INVESTMENT OPERATIONS -
      Net investment income                           .19              .21            .24                .01
      Net realized and unrealized gain
         (loss) on investments                        .18             (.26)          2.20               (.22)
                                                   ------          -------       --------           --------
         Total from investment operations            0.37             (.05)          2.44               (.21)
                                                   ------          -------       --------           --------

    Less distributions from -
      Net investment income                            -              (.07)          (.19)               -
      Realized gains                                   -              (.47)        (23.03)               -
                                                   -----           -------         ------          ---------
         Total distributions                           -              (.54)        (23.22)               -
                                                   -----           -------         ------          ---------
   Net asset value, end of period                 $11.99           $ 11.62       $  12.21           $  32.99
                                                  ======           =======       ========           ========

Total Return                                        3.18%            (.46)%        19.13%              (.60)%

RATIOS/SUPPLEMENTAL DATA
   Net assets, end of period ($000)               $5,312            $4,498        $2,294              $2,093

   Ratios to average net assets <F2>
      Expenses 0.65                                 1.30%            1.53%**       2.00%**
      Net investment income                         1.54             2.91%         2.80%**             4.50%**

   Portfolio turnover rate                         48.10%           38.47%        13.38%              98.90%

*  COMMENCEMENT OF OPERATIONS

** ANNUALIZED

Per share  amounts have been adjusted for the year ended May 31, 1997 to reflect
a 1 for 4 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 1 for 4
reverse split, was $10.86 per share.
<FN>
<F1> Fund has changed its year-end from May 31st to September 30st.

<F2> Fee waivers  reduced the expense  ratio and  increased  the net  investment
income ratio by 1.25% in 1998.
</FN>
- -------------------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>


CORNERCAP BALANCED FUND

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 1999
- --------------------------------------------------------------------------------

(1)   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      CornerCap  Balanced  Fund  (the  "FUND")  is a  series  of  shares  of the
      CornerCap  Group of Funds and is registered  under the Investment  Company
      Act of 1940  as a  diversified  open-end  management  investment  company.
      Investment  operations  commenced  on May  24,  1997  as a  result  of the
      reorganization  of the  Atlanta  Growth  Fund  (NOTE  4).  The  investment
      objective  of the  Fund is to  obtain  capital  appreciation  and  current
      income.  The  following is a summary of  significant  accounting  policies
      followed by the Fund in the preparation of the financial  statements.  The
      policies are in conformity with generally accepted accounting principles.

      A.   SECURITY VALUATION - Portfolio securities that are listed on national
           securities  exchanges or the NASDAQ National Market System are valued
           at the  last  sale  price as of 4:15  p.m.  Eastern  time,  or in the
           absence of  recorded  sales,  at the  average  of  readily  available
           closing  bid and  asked  prices  on such  exchanges  or such  System.
           Unlisted  securities  that are not included in such System are valued
           at  the  mean  of  the   quoted   bid  and   asked   prices   in  the
           over-the-counter-market. Securities and other assets for which market
           quotations  are not  readily  available  are  valued at fair value as
           determined in good faith by the Advisor under procedures  established
           by and under the general supervision and responsibility of the Fund's
           Board of  Trustees.  Short-term  investments  are valued at amortized
           cost,  if  their  original  maturity  was  60  days  or  less,  or by
           amortizing the values as of the 61st day prior to maturity,  if their
           original term to maturity exceeded 60 days.

      B.   SECURITY  TRANSACTIONS,   INVESTMENT  INCOME  AND  OTHER  -  Security
           transactions  are  recorded  on the trade  date.  Realized  gains and
           losses on sales of investments  are calculated on the identified cost
           basis.  Dividend  income  is  recorded  on the  ex-dividend  date and
           interest income is recorded on the accrual basis.

      C.   FEDERAL  INCOME  TAXES  -  It  is  the  Fund's  policy  to  meet  the
           requirements  of the Internal  Revenue Code  applicable  to regulated
           investment  companies and to distribute all of its taxable net income
           to  its   shareholders.   In  addition,   the  Fund  intends  to  pay
           distributions   as  required  to  avoid  imposition  of  excise  tax.
           Therefore, no federal income tax provision is required.

      D.   DISTRIBUTIONS  TO  SHAREHOLDERS -  Distributions  from net investment
           income and realized  gains,  if any, are recorded on the  ex-dividend
           date.  Income   distributions  and  capital  gain  distributions  are
           determined in accordance with income tax regulations which may differ
           from generally accepted accounting principles.

      E.   ACCOUNTING   ESTIMATES  -  In  preparing   financial   statements  in
           conformity with generally accepted accounting principles,  management
           makes estimates and assumptions  that affect the reported  amounts of
           assets and  liabilities at the date of the financial  statements,  as
           well as the  reported  amounts of revenues  and  expenses  during the
           reporting period. Actual results could differ from those estimates.



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CORNERCAP BALANCED FUND

NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

SEPTEMBER 30, 1999
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(2)   TRANSACTIONS WITH AFFILIATES

      INVESTMENT  ADVISORY  AND  ADMINISTRATION   AGREEMENTS  The  Fund  has  an
      investment advisory agreement with CornerCap Investment Counsel, Inc. (the
      "ADVISOR"),  pursuant to which the Advisor receives a fee,  computed daily
      and payable  monthly,  at an annual rate of 1.0% of the average  daily net
      assets.

      In addition,  the Fund has a service agreement with the Advisor,  pursuant
      to which the Advisor receives a fee, computed daily and payable monthly at
      an annual rate of .30% of average net assets.

      The  Advisor  will  provide  day-to-day  operational  services to the Fund
      including,   but  not  limited  to,  providing  or  arranging  to  provide
      accounting,    administrative,   legal   (except   litigation),   dividend
      disbursing, transfer agent, registrar,  custodial,  shareholder reporting,
      sub  accounting  and  recordkeeping   services.   All  fees  and  expenses
      associated with these and other functions  including,  but not limited to,
      expenses of legal  compliance,  shareholder  communication and meetings of
      the Shareholders and the Board of Trustees will be paid by the Advisor.


(3)   PURCHASES AND SALES OF SECURITIES

      For the six-month  period ended  September 30, 1999, the cost of purchases
      and  the  proceeds  from  sales  of   securities,   excluding   short-term
      securities, were $972,590 and $137,414, respectively.


(4)   STOCK SPLIT

      Effective June 30, 1997, the Fund had a reverse stock split of 1 share for
      every 4 shares owned.  The financial  highlights  for the period ended May
      31, 1997 have been adjusted retroactively to reflect this split.





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