CORNERCAP GROUP OF FUNDS /VA/
N-30D, 2000-05-31
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                                    CORNERCAP
                              SMALL CAP VALUE FUND


                          ANNUAL REPORT TO SHAREHOLDERS





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





                            FOR THE FISCAL YEAR ENDED

                                 MARCH 31, 2000






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 FOR THE SHAREHOLDERS
                        FOR THE YEAR ENDED MARCH 31, 2000

Dear Shareholder:

For the fiscal year ending  March 31, 2000,  the Small Cap Value Fund  (formerly
the Growth Fund) was up 5.3% and the Balanced Fund was down 2.8%. Over this same
period,  the S&P 500,  the Value Line,  and the Lehman Bros.  Intermediate  Term
Government/Corporate Indices increased 17.9%, 6.6%, and 2.1%, respectively. This
is the  second  consecutive  year that our funds  have been hurt  because of the
persistent bear market for value investing.  Value investing focuses on earnings
and cash flow in the near term,  earnings that are  reasonably  priced,  and, to
some extent,  dividends.  This philosophy has been dramatically out of favor. In
1999,  stocks  with  positive  earnings  were down while  stocks  with  negative
earnings were up over 50%. We did not outperform  last year because we chose not
to abandon our investment philosophy.

The investment  world seemed to turn on a dime in early March,  specifically  on
March 10. We discussed this momentum shift in our March 31, 2000 report,  and it
has  continued in that  direction.  If we use the media's  definition  of a bear
market  (down 20% from the high),  the small- and  mid-size  growth  stocks have
already experienced a significant decline.  Through May 23, 2000, the tech heavy

<TABLE>
<CAPTION>
                 RETURNS SINCE MARKET TURN (3/10/00 TO 5/23/00)

<S>   <C>            <C>           <C>           <C>         <C>             <C>           <C>              <C>
 20%
  |     13.2%
  |       |
 10%      |
  |       |           8.9%
  |       |            |           5.0%                                                                     0.3%
  0%______|____________|____________|_________________________________________________________________________|_______
  |              |            |            |      |      |      |        |      |      |      |       |               |
  |                                             -0.7%           |               |             |
 -10%                                                         -9.6%             |             |
  |                                                                             |             |
  |                                                                             |             |
-20%                                                                            |             |
  |                                                                             |             |
  |                                                                             |             |
-30%                                                                            |          -24.0%
  |                                                                             |
  |                                                                         -37.3%
-40%
      Small Cap      Balanced      Dow           S&P         Willshire      NASDAQ         Russell          Value
        Value          Fund       Jones          500           5000                         2000            Line
</TABLE>

NASDAQ was down 37% from its high on March 10,  2000,  and the Russell  2000 was
down 24%. Recently, the larger growth stocks have started to fall. Our funds are
up nicely since the tide shifted:

Hopefully, this trend in our direction will continue. The market has been driven
by  speculation,  and  this is the only way we know  for  these  excesses  to be
reduced.  Many  investors will be (or have been) hurt, and it may be a permanent
loss of  capital.  We  appreciate  our mutual fund  clients who on balance  have
stayed the course with their  investment plan. This is not the norm. The average
investor  tends to follow his  emotions,  which  means  that he follows  the hot
money, a sure path to long-term investment failure.

As we discussed in our March 31, 2000  report,  when we file the new  prospectus
this  summer,  we will be offering a new mutual  fund,  the  CornerCap  Emerging
Growth Fund. We have been managing this fund as a limited  partnership  over the
last four years.  The fund  searches for early stage growth  companies  and will
invest principally in very small companies.  As part of our mutual fund company,
we also offer a number of other  no-load funds that  CornerCap  does not manage,
including international equities, conservative bonds, high yield bonds, etc. Our
objective is to offer high  quality  investments  at a reasonable  cost across a
full range of risk and return profiles.

CORNERCAP INVESTMENT COUNSEL
MAY 31, 2000


<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



TO THE SHAREHOLDERS AND BOARD OF TRUSTEES
CORNERCAP SMALL CAP VALUE FUND
ATLANTA, GEORGIA


We have  audited  the  accompanying  statement  of  assets  and  liabilities  of
CornerCap Small Cap Value Fund (formerly  CornerCap Growth Fund),  including the
portfolio of  investments,  as of March 31, 2000,  and the related  statement of
operations  for the year then ended,  the statement of changes in net assets for
each of the two years in the period then ended, and the financial highlights for
each of the five years in the period then ended. These financial  statements are
the responsibility of the Trust's  management.  Our responsibility is to express
an opinion on these financial  statements and financial  highlights based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of securities owned as of March
31, 2000, by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above  present  fairly,  in all material  respects,  the  financial  position of
CornerCap  Small  Cap  Value  Fund as of March  31,  2000,  the  results  of its
operations  for the year then  ended,  the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the five years in the period then ended in conformity  with  generally  accepted
accounting principles.




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

PHILADELPHIA, PENNSYLVANIA
MAY 5, 2000

<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                          ON INTERNAL CONTROL STRUCTURE



SHAREHOLDERS AND BOARD OF TRUSTEES
CORNERCAP GROUP OF FUNDS
ATLANTA, GEORGIA


In planning and  performing  our audit of the financial  statements of CornerCap
Small Cap Value Fund (formerly CornerCap Growth Fund) and the CornerCap Balanced
Fund,  each a series of shares of CornerCap  Group of Funds,  for the year ended
March 31, 2000,  we  considered  their  internal  control  structure,  including
procedures  for  safeguarding  securities,  in order to  determine  our auditing
procedures for the purpose of expressing our opinion on the financial statements
and to comply with the requirements of Form N-SAR,  not to provide  assurance on
the internal control structure.

The management of the Funds is responsible for  establishing  and maintaining an
internal control  structure.  In fulfilling this  responsibility,  estimates and
judgments by management are required to assess the expected benefits and related
costs  of  internal  control  structure  policies  and  procedures.  Two  of the
objectives  of an internal  control  structure  are to provide  management  with
reasonable, but not absolute, assurance that assets are safeguarded against loss
from  unauthorized  use or disposition,  and that  transactions  are executed in
accordance  with  management's  authorization  and  recorded  properly to permit
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting principles.

Because of inherent  limitations in any internal  control  structure,  errors or
irregularities may occur and not be detected. Also, projection of any evaluation
of the  structure  to future  periods  is subject to the risk that it may become
inadequate  because of changes in  conditions or that the  effectiveness  of the
design and operation may deteriorate.

Our  consideration  of the  internal  control  structure  would not  necessarily
disclose all matters in the internal  control  structure  that might be material
weaknesses  under standards  established by the American  Institute of Certified
Public  Accountants.  A material  weakness is a condition in which the design or
operation of the specific internal control structure elements does not reduce to
a relatively  low level the risk that errors or  irregularities  in amounts that
would be  material in relation to the  financial  statements  being  audited may
occur and not be  detected  within a timely  period by  employees  in the normal
course of performing  their  assigned  functions.  However,  we noted no matters
involving the internal control structure,  including procedures for safeguarding
securities,  that we consider to be material weaknesses, as defined above, as of
March 31, 2000.

This report is intended solely for the information and use of management and the
Securities  and  Exchange  Commission,  and  should  not be used  for any  other
purpose.



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


PHILADELPHIA, PENNSYLVANIA
MAY 5, 2000


<PAGE>



CORNERCAP SMALL CAP VALUE FUND

PORTFOLIO OF INVESTMENTS

MARCH 31, 2000
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------

                                                                                                         VALUE
    SHARES                                                                                             (NOTE 1-A)
    ------                                                                                             ----------
                             COMMON STOCKS - 92.85%
                             ----------------------
<C>              <S>                                                                                   <C>
                  AEROSPACE 3.82%
    15,300           B.F. Goodrich Co.                                                                 $    438,919
                                                                                                       ------------
                  APPAREL - 2.38%
    15,550           Kellwood Co.                                                                           273,097
                                                                                                       ------------
                  APPLIANCES - 2.16%
     7,500           Maytag Corp.                                                                           248,438
                                                                                                       ------------
                  AUTOMOTIVES - 2.53%
    57,500           TBC Corp. *                                                                            291,094
                                                                                                       ------------
                  BEVERAGES - 3.68%
     8,300           Canadaigua Brands, Inc. Class A *                                                      423,300
                                                                                                       ------------
                  BUILDING MATERIALS - 3.34%
     6,500           Southdown, Inc.                                                                        383,500
                                                                                                       ------------
                  CONSTRUCTION - 2.32%
     8,600           Fluor Corp.                                                                            266,600
                                                                                                       ------------
                  DIVERSIFIED - 1.77%
    13,100           Standex International Corp.                                                            203,050
                                                                                                       ------------
                  EDUCATION SERVICES - 2.70%
    19,400           ITT Educational Services, Inc. *                                                       310,400
                                                                                                       ------------
                  ELECTRICAL EQUIPMENT - 2.90%
    17,300           Ametek Aerospace Products, Inc.                                                        333,025
                                                                                                       ------------
                  FINANCIAL SERVICES 8.02%
    13,500           Edwards (A.G.) Inc.                                                                    540,000
    18,800           Pacific Century Financial Corp.                                                        381,875
                                                                                                       ------------
                                                                                                            921,875
                                                                                                       ------------
                  FOOD PROCESSING - 2.51%
    19,900           Ralcorp Holdings, Inc. *                                                               288,550
                                                                                                       ------------
                  FURNITURE - 2.64%
    28,600           Haverty Furniture, Inc.                                                                303,875
                                                                                                       ------------
                  HOLDINGS COMPANY - 2.81%
    13,725           Crane Company                                                                          323,395
                                                                                                       ------------
                  HOME BUILDERS - 4.46%
    34,340           Champion Enterprises, Inc. *                                                           197,455
    15,100           Pulte Corp.                                                                            315,213
                                                                                                       ------------
                                                                                                            512,668
                                                                                                       ------------

                  INDUSTRIAL SERVICES - 5.37%
    11,300           ABM Industries, Inc.                                                                   265,550
    73,000           Health Management Systems, Inc. *                                                      351,312
                                                                                                       ------------
                                                                                                            616,862
                                                                                                       ------------
-------------------------------------------------------------------------------------------------------------------
</TABLE>




<PAGE>


CORNERCAP SMALL CAP VALUE FUND

PORTFOLIO OF INVESTMENTS - (CONTINUED)

MARCH 31, 2000
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------

                                                                                                           VALUE
    SHARES                                                                                               (NOTE 1-A)
    ------                                                                                               ----------
                             COMMON STOCKS - 92.85%
                             ----------------------
<C>              <S>                                                                                  <C>
                  INSURANCE - 3.59%
    23,100           Ohio Casualty Corp.                                                               $    412,913
                                                                                                       ------------
                  MACHINERY - 4.98%
    19,100           Flowserve Corp.                                                                        245,912
    17,750           Moog, Inc. *                                                                           326,156
                                                                                                       ------------
                                                                                                            572,068
                                                                                                       ------------
                  MEDICAL - OUTPATIENT - .99%
     4,000           Lincare Holdings, Inc. *                                                               113,500
                                                                                                       ------------
                  METALS - 1.60%
    11,750           International Aluminum Corp.                                                           183,594
                                                                                                       ------------
                  PACKAGING AND CONTAINERS - 2.26%
     7,500           Ball Corp.                                                                             259,219
                                                                                                       ------------
                  PHARMACEUTICALS - 4.41%
    18,600           ICN Pharmaceuticals, Inc.                                                              506,850
                                                                                                       ------------
                  PUBLISHING - 2.79%
    12,100           Deluxe Corp.                                                                           320,650
                                                                                                       ------------
                  RECREATION - 5.29%
     7,600           Anchor Gaming *                                                                        288,325
    10,600           Polaris Industries, Inc.                                                               319,325
                                                                                                       ------------
                                                                                                            607,650
                                                                                                       ------------
                  RESTAURANT - 2.88%
    43,400           NPC International, Inc. *                                                              330,925
                                                                                                       ------------
                  STEEL - INTEGRATED - 2.79%
    20,700           Ryerson Tull, Inc.                                                                     320,850
                                                                                                       ------------
                  TELECOMMUNICATION EQUIPMENT - 3.97%
     4,900           Plantronics, Inc. *                                                                    456,619
                                                                                                       ------------
                  THRIFT - 2.41%
    14,500           Washington Federal, Inc.                                                               276,406
                                                                                                       ------------
                  TOBACCO - 1.48%
    11,300           Universal Corp.                                                                        170,206
                                                                                                       ------------
                         TOTAL COMMON STOCKS (COST $11,392,129)                                          10,670,098
                                                                                                       ------------

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


<PAGE>


CORNERCAP SMALL CAP VALUE FUND

PORTFOLIO OF INVESTMENTS - (CONTINUED)

MARCH 31, 2000
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------

PRINCIPAL                                                                                                 VALUE
 AMOUNT                                                                                                 (NOTE 1-A)
 ------                                                                                                 ----------
                         SHORT-TERM INVESTMENTS - 6.68%
                         ------------------------------
<C>               <S>                                                                <C>               <C>
  $767,518        Fidelity Money Market Fund
                     (Cost $767,518)                                                                        767,518
                                                                                                       ------------
                     TOTAL INVESTMENTS (COST $12,159,647) (a)                         99.53%             11,437,616
                     OTHER ASSETS - NET                                                 .47%                 54,318
                                                                                     ------            ------------
                         NET ASSETS                                                  100.00%           $ 11,491,934
                                                                                     ======            ============

               *  NON INCOME PRODUCING SECURITY

              (a) AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSE IS $12,159,647.

                  At March 31, 2000, unrealized  appreciation  (depreciation) of
                  securities for federal income tax purposes is as follows:
                  Gross unrealized appreciation                                                        $  1,550,829
                  Gross unrealized depreciation                                                          (2,272,860)
                                                                                                       ------------
                  Net unrealized depreciation                                                          $   (722,031)
                                                                                                       ============





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




<PAGE>


CORNERCAP SMALL CAP VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES

MARCH 31, 2000
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                                  <C>
ASSETS
    Investments at market value,
       (Identified cost $12,159,647) (NOTE 1-A)                                                      $   11,437,616
    Cash                                                                                                     39,027
    Interest receivable                                                                                       3,566
    Dividends receivable                                                                                     12,647
    Other assets                                                                                             11,109
                                                                                                     --------------
          TOTAL ASSETS                                                                                   11,503,965
                                                                                                     --------------


LIABILITIES
    Advisory fee payable                                                                                      7,618
    Service fees payable                                                                                      4,413
                                                                                                     --------------
          TOTAL LIABILITIES                                                                                  12,031
                                                                                                     --------------

NET ASSETS
    (Applicable to 1,296,038 shares outstanding, unlimited shares authorized)                        $   11,491,934
                                                                                                     ==============


NET ASSET VALUE, OFFERING AND REPURCHASE
    PRICE PER SHARE
   ($11,491,934 / 1,296,038 shares)                                                                           $8.87
                                                                                                              =====


NET ASSETS
   At March 31, 2000, net assets consisted of:
      Paid-in capital                                                                                $   13,072,201
      Accumulated net realized loss on investments                                                         (858,236)
      Net unrealized depreciation                                                                          (722,031)
                                                                                                     --------------
                                                                                                     $   11,491,934



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




<PAGE>


CORNERCAP SMALL CAP VALUE FUND

STATEMENT OF OPERATIONS

YEAR ENDED MARCH 31, 2000
<TABLE>
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                                     <C>
INVESTMENT INCOME
   INCOME
      Dividends                                                                                         $   244,644
      Interest income                                                                                        22,318
                                                                                                        -----------
         TOTAL INCOME                                                                                       266,962
                                                                                                        -----------

   EXPENSES
      Management fee (NOTE 2)                                                                               131,883
      Service fees (NOTE 2)                                                                                  65,942
                                                                                                        -----------
         TOTAL EXPENSES                                                                                     197,825
                                                                                                        -----------
            NET INVESTMENT INCOME                                                                            69,137
                                                                                                        -----------


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
   Net realized gain from security transactions                                                             712,874
   Change in unrealized depreciation of investments                                                        (179,827)
                                                                                                        -----------
         NET GAIN ON INVESTMENTS                                                                            533,047
                                                                                                        -----------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                                    $   602,184
                                                                                                        ===========





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




<PAGE>


CORNERCAP SMALL CAP VALUE FUND

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                                    2000                  1999
                                                                                    ----                  ----
<S>                                                                                <C>               <C>
INCREASE (DECREASE) IN NET ASSETS FROM
   OPERATIONS
      Net investment income                                                    $       69,137        $       33,790
      Net realized gain (loss) on investments                                         712,874                (6,658)
      Change in unrealized depreciation of investments                               (179,827)           (4,653,062)
                                                                               --------------        --------------
         NET INCREASE (DECREASE) IN NET ASSETS
            RESULTING FROM OPERATIONS                                                 602,184            (4,625,930)
                                                                               --------------        --------------

   DISTRIBUTIONS TO SHAREHOLDERS FROM
      Net investment income ($.06 per share)                                          (76,271)                  -
      Realized gains ($1.15 and $1.48 per share, respectively)                     (1,432,888)           (1,763,462)
                                                                               --------------        --------------
         TOTAL DISTRIBUTIONS                                                       (1,509,159)           (1,763,462)
                                                                               --------------        --------------

   CAPITAL SHARE TRANSACTIONS (A)
      Increase in net assets resulting from
         capital share transactions                                                   308,766               537,716
                                                                               --------------        --------------

            TOTAL DECREASE IN NET ASSETS                                             (598,209)           (5,851,676)

NET ASSETS
   Beginning of year                                                               12,090,143            17,941,819
                                                                               --------------        --------------
   END OF YEAR
      (including undistributed net investment income of
       $0 and $33,790, respectively)                                           $   11,491,934        $   12,090,143
                                                                               ==============        ==============

</TABLE>

(a)   SUMMARY OF CAPITAL SHARE ACTIVITY FOLLOWS:
<TABLE>
<CAPTION>
                                                                  2000                             1999
                                                        ------------------------------  ------------------------------
                                                            SHARES           VALUE         SHARES           VALUE
<S>                                                        <C>         <C>                <C>            <C>
      Shares sold                                           171,424    $   1,809,754       159,957   $    1,965,699
      Shares issued on reinvested of distributions          166,795        1,492,812       176,112        1,736,461
                                                          ---------    -------------    ----------   --------------
                                                            338,219        3,302,566       336,069        3,702,160
      Shares redeemed                                      (307,128)      (2,993,800)     (279,339)      (3,164,444)
                                                          ---------    -------------    ----------   --------------
      NET INCREASE                                           31,091    $     308,766        56,730   $      537,716
                                                          =========    =============    ==========   ==============




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




<PAGE>


CORNERCAP SMALL CAP VALUE FUND

FINANCIAL HIGHLIGHTS

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

                                                                                      YEARS ENDED MARCH 31,
                                                               2000            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                                       .06            .04            .21             .02           .04
      Net realized and unrealized gain                            .46          (3.85)          5.05            1.93          1.22
         (loss) on investments                                -------        -------       --------        --------       -------
         TOTAL FROM INVESTMENT OPERATIONS                         .52          (3.81)          5.26            1.95          1.26
                                                              -------        -------       --------        --------       -------

   LESS DISTRIBUTIONS FROM
      Net investment income                                      (.06)          -              (.22)           (.01)         (.06)
      Realized gains                                            (1.15)         (1.48)         (1.87)           (.07)           -
                                                              -------        -------       --------        --------       -------
         TOTAL DISTRIBUTIONS                                    (1.21)         (1.48)         (2.09)           (.08)         (.06)
                                                              -------        -------       --------        --------       -------
   NET ASSET VALUE, END OF YEAR                               $  8.87        $  9.56       $  14.85        $  11.68       $  9.81
                                                              =======        ========      ========        ========       =======
TOTAL RETURN                                                     5.30%         25.98)%        47.69%          19.94%        14.64%

RATIOS/SUPPLEMENTAL DATA
   NET ASSETS, END OF YEAR ($000)                             $11,492        $12,090         $17,942        $12,856        $8,371
   RATIOS TO AVERAGE NET ASSETS
      Expenses                                                   1.50%          1.50%          1.56%           1.71%         1.75%
      Net investment income                                       .53%           .23%           .17%            .19%          .49%
   PORTFOLIO TURNOVER RATE                                      37.13%         39.16%         48.82%          37.13%        40.83%


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



<PAGE>


CORNERCAP SMALL CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2000
--------------------------------------------------------------------------------

(1)   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      CornerCap  Small Cap Value Fund  (formerly  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.    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.

            The Fund had net realized capital losses of  approximately  $956,000
            during the period from November 1, 1999 through March 31, 2000 which
            are treated for federal  income tax  purposes as arising  during the
            Fund's tax year ending March 31, 2000. These  "post-October"  losses
            may be  utilized  in future  years to offset  net  realized  capital
            gains.

      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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<PAGE>


CORNERCAP SMALL CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

MARCH 31, 2000
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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 .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 year ended March 31, 2000,  the cost of purchases and the proceeds
      from sales of securities, excluding short-term securities, were $4,676,164
      and $6,264,249 respectively.


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