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

PORTFOLIO OF INVESTMENTS

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

                                                                                                     Value
    Shares                                                                                        (Note 1-A)
    ------                                                                                        -----------
                                              COMMON STOCKS - 95.24%
                                              ----------------------
    <C>           <S>                                                                            <C>
                  AEORSPACE/DEFENSE - 2.24%
    10,700           Moog Inc. Class A                                                           $     308,962
                                                                                                 -------------

                  APPAREL - 2.48%
    15,550           Kellwood Co.                                                                       342,100
                                                                                                 --------------
                  AUTOMOTIVES - 2.88%
    57,500           TBC Corp. *                                                                        398,009
                                                                                                 --------------
                  BANK - 2.78%
    18,800           Pacific Century Financial Corp                                                     384,225
                                                                                                 --------------
                  BEVERAGES - 3.59%
     8,300           Canadaigua Brands, Inc. Class A *                                                  495,925
                                                                                                 --------------
                  BUILDING MATERIALS - 2.52%
     6,500           Southdown, Inc.                                                                    347,750
                                                                                                 --------------
                  CONSTRUCTION - 2.51%
     8,600           Fluor Corp.                                                                        346,150
                                                                                                 --------------
                  DIVERSIFIED - 2.56%
    13,100           Standex International Corp.                                                        353,700
                                                                                                 --------------
                  DRUG INDUSTRY- 2.31%
    18,600           ICN Pharmaceuticals, Inc.                                                          319,688
                                                                                                 --------------
                  EDUCATIONAL SERVICES - 2.74%
    19,400           ITT Educational Services, Inc.                                                     378,300
                                                                                                 --------------

                  ELECTRICAL EQUIPMENT - 4.96%
    17,300           Ametek, Inc.                                                                       342,756
     6,900           Plantronics, Inc                                                                   343,275
                                                                                                 --------------
                                                                                                        686,031
                                                                                                 --------------
                  FOOD PROCESSING - 2.55%
    19,900           Ralcorp Holdings *                                                                 351,981
                                                                                                 --------------
                  FURNITURE - 3.00%
    28,600           Haverty Furniture                                                                  414,700
                                                                                                 --------------
                  HOLDINGS COMPANY - 2.23%
    13,725           Crane Company                                                                      307,955
                                                                                                 --------------
                  HOME BUILDERS - 4.20%
    56,000           Oakwood Homes Corp.                                                                252,000
    15,100           Pulte Corp                                                                         328,425
                                                                                                 --------------
                                                                                                        580,425
                                                                                                 --------------

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


CORNERCAP GROWTH FUND

PORTFOLIO OF INVESTMENTS - (CONTINUED)

SEPTEMBER 30, 1999 (UNAUDITED)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                                                                       Value
    Shares                                                                                           (Note 1-A)
    ------                                                                                           ----------
                                              COMMON STOCKS - 95.24%
                                              ----------------------

                  INDUSTRIAL SERVICES - 4.59%
    <C>              <S>                                                                           <C>
    11,300           ABM Industries                                                                     286,737
    73,000           Health Management Systems *                                                        346,750
                                                                                                   ------------
                                                                                                        633,487
                                                                                                   ------------
                  MACHINERY - 4.17%
    19,100           Flowserve Corporation                                                              317,537
    10,600           Kulicke & Soffa Industries *                                                       257,713
                                                                                                   ------------
                                                                                                        575,250
                                                                                                   ------------
                  MARITIME - 0.80%
    43,050           New OMI Corp. *                                                                    110,316
                                                                                                   ------------
                  METALS - 2.34%
    11,750           International Aluminum, Inc.                                                       323,860
                                                                                                   ------------

                  OIL AND GAS - 4.61%
    18,700           Ensco International, Inc.                                                          337,769
    67,600           Parker Drilling Co. *                                                              299,975
                                                                                                   ------------

                                                                                                        637,744
                                                                                                   ------------
                  PACKAGING AND CONTAINERS - 1.95%
     6,100           Ball Corp.                                                                         268,781
                                                                                                   ------------
                  PUBLISHING - 2.98%
    12,100           Deluxe Corp.                                                                       411,400
                                                                                                   ------------
                  RECREATION - 8.06%
     7,600           Anchor Gaming *                                                                    452,200
    29,800           Huffy Corp.                                                                        294,275
    10,600           Polaris Industries                                                                 367,025
                                                                                                   ------------

                                                                                                      1,113,500
                                                                                                   ------------
                  RESTAURANT - 3.71%
    37,400           Piccadilly Cafeterias, Inc.                                                        245,438
    23,700           NPC International *                                                                266,625
                                                                                                   ------------
                                                                                                        512,063
                                                                                                   ------------
                  RETAIL - 2.24%
    17,600           Blair Corporation                                                                  310,200
                                                                                                   ------------
                  SECURITIES BROKERAGE - 2.58%
    13,500           A.G. Edwards, Inc.                                                                 356,062
                                                                                                   ------------
                  STEEL - INTEGRATED - 3.46%
    20,700           Ryerson Tull                                                                       478,687
                                                                                                   ------------

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

CORNERCAP GROWTH FUND

PORTFOLIO OF INVESTMENTS - (CONTINUED)

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

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

                                                                                                        Value
    Shares                                                                                           (Note 1-A)
    ------                                                                                           ----------
    <C>           <S>                         <S>                                                  <C>
                                              COMMON STOCKS - 95.24%
                                              ----------------------

                  TEXTILES - 2.85%
    54,300           Culp, Inc.                                                                         393,675
                                                                                                   ------------

                  TOBACCO - 4.95%
    12,850           United States Tobacco, Inc.                                                        387,909
    11,300           Universal Corporation                                                              295,212
                                                                                                   ------------
                                                                                                        683,121
                  THRIFT - 2.43%
    14,500           Washington Federal, Inc.                                                           336,219
                                                                                                   ------------
                         TOTAL COMMON STOCKS (COST $13,350,705)                                      13,160,267
                                                                                                   ------------
</TABLE>


<TABLE>
<CAPTION>
Principal                                                                                               Value
 Amount                                                                                              (Note 1-A)
- --------                                                                                             ----------
                                          SHORT-TERM INVESTMENTS - 4.47%
                                          ------------------------------
  <C>             <S>                                                             <C>              <C>
  $630,998        Wachovia Bank Short-Term Authorized Demand Notes
                     (Cost $630,999)                                                                    630,999
                                                                                                   ------------
                     TOTAL INVESTMENTS (COST $13,981,704) <F1>                     99.71%            13,791,266
                     LIABILITIES IN EXCESS OF OTHER ASSETS - NET                     .29%              (203,203)
                                                                                  ------           ------------
                         NET ASSETS                                               100.00%          $ 13,588,063
                                                                                  ======           ============

               *  NON INCOME PRODUCING SECURITY
<FN>

             <F1> AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSE IS $13,981,704.
</FN>
</TABLE>
<TABLE>
<CAPTION>
                  <S>                                                                              <C>
                  At September 30, 1999, unrealized appreciation  (depreciation)
                  of securities for federal income tax purposes is as follows:
                  Gross unrealized appreciation                                                    $  1,620,117
                  Gross unrealized depreciation                                                      (1,810,555)
                                                                                                   ------------
                  Net unrealized depreciation                                                      $   (190,438)
                                                                                                   ============

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


CORNERCAP GROWTH FUND

STATEMENT OF ASSETS AND LIABILITIES

SIX-MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>
ASSETS
    Investments at market value,
       (Identified cost $13,981,704) (NOTE 1-A)                                                   $  13,160,267
    Cash                                                                                                630,999
    Receivable for investment securities sold                                                                 0
    Interest receivable                                                                                   2,661
    Dividends receivable                                                                                 12,487
    Insurance and Reserves                                                                               11,109
                                                                                                  -------------

          TOTAL ASSETS                                                                               13,817,523
                                                                                                  -------------

LIABILITIES
    Payable for investment securities purchased                                                         212,890
    Payable for fund shares redeemed                                                                          0
    Advisory fee payable                                                                                 11,180
    Service fees payable                                                                                  5,590
    24F-2 Fee                                                                                              (200)
                                                                                                  -------------

          TOTAL LIABILITIES                                                                             229,460
                                                                                                  -------------
NET ASSETS
    (Applicable to 1,213,453 shares outstanding, unlimited shares authorized)                     $  13,588,063
                                                                                                  =============


NET ASSET VALUE OFFERING AND REPURCHASE
    PRICE PER SHARE
   ($13,588,063 divided by  1,213,453 shares)                                                            $11.20
                                                                                                         ======


NET ASSETS
   At September 30, 1999, net assets consisted of:
      Paid-in capital                                                                             $  11,969,487
      Undistributed net investment income                                                                65,483
      Accumulated net realized gain on investments                                                    1,743,531
      Net unrealized depreciation                                                                      (190,438)
                                                                                                  -------------
                                                                                                  $  13,588,063
                                                                                                  =============

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

<PAGE>


CORNERCAP GROWTH FUND

STATEMENT OF OPERATIONS

SIX-MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>
INVESTMENT INCOME
   INCOME
      Dividends                                                                                   $     114,288
      Interest income                                                                                    11,121
                                                                                                  -------------

         TOTAL INCOME                                                                                   125,409
                                                                                                  -------------

   EXPENSES
      Management fee (NOTE 2)                                                                            68,950
      Service fees (NOTE 2)                                                                              34,475
                                                                                                  -------------

         TOTAL EXPENSES                                                                                 103,425
                                                                                                  -------------

            NET INVESTMENT INCOME                                                                        21,984
                                                                                                  -------------


NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS
   Net realized gain from security transactions                                                       1,669,166
   Unrealized appreciation of investments                                                               351,766
                                                                                                  -------------

         NET GAIN ON INVESTMENTS                                                                      2,020,932
                                                                                                  -------------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                              $   2,042,917
                                                                                                  =============


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

<PAGE>


CORNERCAP GROWTH FUND

STATEMENT OF CHANGES IN NET ASSETS

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

                                                                            SIX-MONTHS ENDED       YEAR ENDED
                                                                           SEPTEMBER 30, 1999   MARCH 31, 1999
                                                                           ------------------   --------------
<S>                                                                         <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS FROM
   OPERATIONS
      Net investment income                                                  $      21,985       $      33,790
      Net realized gain (loss) on investments                                    1,669,166              (6,658)
      Increase (decrease) in unrealized appreciation
         of investments                                                            351,766          (4,653,062)
                                                                             -------------       -------------
         NET INCREASE (DECREASE) IN NET ASSETS
            RESULTING FROM OPERATIONS                                            2,042,917          (4,625,930)
                                                                             -------------       -------------

   DISTRIBUTIONS TO SHAREHOLDERS FROM
      Net investment income ($0.00 per share)                                            -                   -
      Realized gains ($0.00 and $1.48 per share, respectively)                           -          (1,763,462)
                                                                             -------------       -------------
         TOTAL DISTRIBUTIONS                                                             -          (1,763,462)
                                                                            --------------      --------------

   CAPITAL SHARE TRANSACTIONS <F1>
      Increase (Decrease) in net assets resulting from
         capital share transactions                                               (545,770)            537,716
                                                                             -------------       -------------
      TOTAL INCREASE (DECREASE) IN NET ASSETS                                    1,497,147          (5,851,676)

NET ASSETS
   Beginning of period                                                          12,090,646          17,941,819
                                                                             -------------       -------------
   END OF PERIOD
      (including undistributed net investment income of
       $ 65,483 and $33,790, respectively)                                   $  13,588,063       $  12,090,143
                                                                             =============       =============
<FN>

<F1>   SUMMARY OF CAPITAL SHARE ACTIVITY FOLLOWS:
                                                         SIX-MONTHS ENDED                    YEAR ENDED
                                                        SEPTEMBER 30, 1999                 MARCH 31, 1999
                                                        ------------------                 --------------
                                                        SHARES         VALUE           SHARES         VALUE
                                                        ------         -----           ------         -----
      Shares sold                                       59,130    $    666,315         159,957   $   1,965,699
      Shares issued on
         reinvested of distributions                         0               0         176,112       1,736,461
                                                    ----------   -------------      ----------   -------------
                                                        59,130        $666,315         336,069       3,702,160
      Shares redeemed                                 (110,885)     (1,212,085)       (279,339)     (3,164,444)
                                                    ----------   -------------      ----------   -------------
      NET INCREASE                                     (51,755)  $    (545,770)         56,730   $     537,716
                                                    ===========  ==============     ==========   =============
</FN>
- -------------------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
</TABLE>

<PAGE>


CORNERCAP GROWTH FUND

FINANCIAL HIGHLIGHTS

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

                                                 SIX-MONTHS ENDED SEPTEMBER 30,                  YEARS ENDED MARCH 31,
                                                  ----------------------------      ---------------------------------------------
                                                                         1999       1999         1998         1997          1996
                                                                         ----       ----         ----         ----          ----
<S>                                                                   <C>          <C>        <C>           <C>          <C>
PER SHARE OPERATING PERFORMANCE
   NET ASSET VALUE, BEGINNING OF YEAR                                 $  9.56      $ 14.85    $  11.68      $ 9.81       $   8.61
                                                                                   -------    --------      ------       --------
   INCOME FROM INVESTMENT OPERATIONS -
      Net investment income                                              0.018         .04         .21         .02            .04
      Net realized and unrealized gain (loss) on investments             1.653       (3.85)       5.05        1.93           1.22
                                                                      --------     -------    --------      ------       --------
          TOTAL FROM INVESTMENT OPERATIONS                               1.671       (3.81)       5.26        1.95           1.26
                                                                      --------     -------    --------      ------       --------

   LESS DISTRIBUTIONS FROM
      Net investment income                                               --            --        (.22)       (.01)         (.06)
      Realized gains                                                      --         (1.48)      (1.87)       (.07)           --
                                                                                   -------    --------      ------       --------

         TOTAL DISTRIBUTIONS                                              --         (1.48)      (2.09)       (.08)         (.06)
                                                                                   -------    --------      ------       --------
   NET ASSET VALUE, END OF YEAR                                       $ 11.20      $  9.56    $  14.85     $ 11.68       $  9.81
                                                                      -------      =======    ========     =======       ========
TOTAL RETURN                                                            17.15%      (25.98)%     47.69%      19.94%        14.64%

RATIOS/SUPPLEMENTAL DATA
   NET ASSETS, END OF PERIOD ($000)                                  $    13,588   $  12,090  $  17,942    $  12,856    $  8,371
   RATIOS TO AVERAGE NET ASSETS
      Expenses                                                             0.75%       1.50%       1.56%       1.71%        1.75%
Net investment income                                                      0.16         .23%        .17%        .19%         .49%
   PORTFOLIO TURNOVER RATE                                                47.70%      39.16%      48.82%      37.13%       40.83%

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

<PAGE>

CORNERCAP GROWTH FUND

NOTES TO FINANCIAL STATEMENTS

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

(1)   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      CornerCap  Growth Fund (the "FUND") was  organized on January 6, 1986 as a
      Massachusetts  Business  Trust  and is  registered  under  the  Investment
      Company  Act of  1940  as a  diversified  open-end  management  investment
      company.  Investment  operations commenced on July 17, 1986. 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  Standard
            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 next  business  date after 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.    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.

      D.    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.

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

<PAGE>


CORNERCAP GROWTH FUND

NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

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

(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 .50% 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 $2,889,717 and $3,475,518 respectively.


(4)   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 share-holders. In addition, the Fund intends
      to pay  distributions  as  required  to avoid  imposition  of excise  tax.
      Therefore, no federal income tax provision is required.



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