CT&T FUNDS, 485BPOS, 1996-02-22

CT&T FUNDS
485BPOS, 1996-02-22

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<PAGE>

FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 22, 1996.
FILE NO. 33-68666
FILE NO. 811-8004
================================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
-
Post-Effective Amendment No. 7
--------

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
-
Amendment No. 8
------
CT&T Funds
==========
(Exact name of Registrant as Specified in Charter)

171 North Clark Street
Chicago, Illinois 60610 (312) 223-2139
- ------------------------------------------- -------------------------------
(Address of Principal Executive Offices) (Registrant's Telephone Number)

Kenneth C. Anderson,
Vice President
The Chicago Trust Company
171 North Clark Street
Chicago, Illinois 60601-3294
------------------------------------------------
(Name and Address of Agent for Service)

Copies to:
---------
Arthur J. Simon, Esq. Joseph M. O'Donnell, Esq.
GARDNER, CARTON & DOUGLAS FUND/PLAN SERVICES, INC.
321 North Clark Street 2 West Elm Street
Chicago, Illinois 60610 Conshohocken, Pennsylvania 19428
It is proposed that this filing become effective (check appropriate box):

X immediately upon filing pursuant to Paragraph (b);
-
on _____________________ (date) pursuant to Paragraph (b);

60 days after filing pursuant to paragraph (a)(i);

on _____________________ (date) pursuant to Paragraph (a)(i);

75 days after filing pursuant to paragraph (a)(ii); or

on _____________________ (date) pursuant to paragraph (a)(ii) of Rule 485.

* Registrant has registered an indefinite number of Shares of Common Stock of
the CT&T Funds under the Securities Act of 1933 pursuant to Rule 24f-2 under the
Investment Company Act of 1940. The Rule 24f-2 Notice for Registrant's most
recent fiscal year was filed on or before December 31, 1995 .
<PAGE>

CT&T FUNDS
CROSS REFERENCE SHEET PURSUANT TO RULE 481a
===========================================

PART A -- INFORMATION REQUIRED IN A PROSPECTUS:

FORM N-1A ITEM CAPTION IN PROSPECTUS
-------------- ---------------------

1. Cover Page Cover Page

2. Synopsis Prospectus Summary;
Expense Information

3. Condensed Financial Information Financial Highlights

4. General Description of Registrant Investment Objectives and
Policies; Investment Strategies
and Risk Considerations

5. Management of the Fund Management of the Funds

5A. Management's Discussion
of Fund Performance *

6. Capital Stock and Other Securities Net Asset Value;
Dividends and Taxes;
General Information

7. Purchase of Securities Being Offered Purchase of Shares; Exchange of
Shares; Account Options;
Distribution Plans

8. Redemption or Repurchase Redemption of Shares

9. Legal Proceedings *

<PAGE>

PART B -- INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION:

FORM N-1A ITEM CAPTION IN SAI
---------------- --------------

10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information and History Covered in Part A

13. Investment Objectives and Policies Investment Policies and Risk
Considerations; Investment
Restrictions; Portfolio
Transactions and Brokerage
Commissions

14. Management of the Fund Trustees and Officers

15. Principal Holders of Securities Principal Holders of Securities

16. Investment Advisory, Other Services Investment Advisory and Other
Services

17. Brokerage Allocation Portfolio Transactions
and Brokerage Commissions

18. Capital Stock and Other Securities Other Information

19. Purchase, Redemption, and
Pricing of Securities Being Offered Covered in Part A

20. Tax Status Taxes

21. Underwriters Covered in Part A

22. Calculations of Performance Data Performance Information

23. Financial Statements Audited Financials dated October
31, 1995
Unaudited Financials dated
January 31, 1996 for
CHICAGO TRUST ASSET ALLOCATION
FUND

PART C -- OTHER INFORMATION:

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.
<PAGE>

CT&T FUNDS
171 North Clark Street
Chicago, IL 60601

PROSPECTUS

February 22, 1996

CT&T FUNDS (the "Company") is a no-load, open-end management investment
company which consists of eight separate diversified investment series (each a
"Fund" and collectively, the "Funds") designed to offer investors a variety of
investment opportunities. Each Fund has distinct investment objectives and
policies.

CHICAGO TRUST GROWTH & INCOME FUND, CHICAGO TRUST ASSET ALLOCATION FUND,
CHICAGO TRUST BOND FUND, CHICAGO TRUST MUNICIPAL BOND FUND, and CHICAGO TRUST
MONEY MARKET FUND are advised by The Chicago Trust Company ("Chicago Trust").
CHICAGO TRUST TALON FUND is served by Chicago Trust as Investment Advisor and
by Talon Asset Management, Inc. ("Talon") as Sub-Investment Advisor. MONTAG &
CALDWELL GROWTH FUND and MONTAG & CALDWELL BALANCED FUND are advised by Montag
& Caldwell, Inc. ("Montag & Caldwell").

MONTAG & CALDWELL GROWTH FUND seeks long-term capital appreciation
consistent with investments primarily in a combination of equity, convertible,
fixed income, and short-term securities. Capital appreciation is emphasized,
and generation of income is secondary.

CHICAGO TRUST GROWTH & INCOME FUND seeks long-term total return through a
combination of capital appreciation and current income. In seeking to achieve
its investment objective, the Fund invests primarily in common stocks,
preferred stocks, securities convertible into common stocks, and fixed income
securities.

CHICAGO TRUST TALON FUND seeks long-term total return through capital
appreciation. The Fund will invest primarily in stocks of companies with
capitalization levels believed by Talon to have prospects for capital
appreciation. The Fund may also invest in preferred stock and debt securities,
including those which may be convertible into common stock.

CHICAGO TRUST ASSET ALLOCATION FUND seeks growth of capital with current
income through asset allocation. The Fund seeks to achieve this objective by
holding a varying combination of generally two or more of the following
investment categories: common stocks (both dividend and non-dividend paying);
preferred stocks; convertible preferred stocks; fixed income securities,
including bonds and bonds convertible into common stocks; and short-term
interest-bearing obligations.

MONTAG & CALDWELL BALANCED FUND seeks long-term total return through
investment primarily in a combination of equity, fixed income, and short-term
securities. The allocation between asset classes may vary over time in
accordance with the expected rates of return of each asset class; however,
primary emphasis will be placed upon selection of particular investments as
opposed to allocation of assets.

1
<PAGE>

CHICAGO TRUST BOND FUND seeks high current income consistent with what The
Chicago Trust Company believes to be prudent risk of capital. The Fund will
primarily invest in a broad range of bonds and other fixed income securities
(bonds and debentures) with an average weighted portfolio maturity between
three and ten years.

CHICAGO TRUST MONEY MARKET FUND seeks to provide as high a level of current
interest income as is consistent with maintaining liquidity and stability of
principal. The Fund seeks to achieve its objective by investing in short-term,
high-quality, U.S. dollar-denominated money market instruments.

Shares of each Fund are purchased and redeemed without any purchase or
redemption charge imposed by the Company, although institutions may charge
their customers for services provided in connection with their investments.

This Prospectus sets forth concisely the information a prospective investor
should know before investing in any of the above Funds. Investors should read
and retain this Prospectus for future reference. Additional information about
the Funds is contained in the Statement of Additional Information dated
February 22, 1996, which has been filed with the Securities and Exchange
Commission and is available upon request and without charge from the Company,
at the addresses and telephone numbers below. The Statement of Additional
Information is incorporated by reference into this Prospectus.

AN INVESTMENT IN CHICAGO TRUST MONEY MARKET FUND IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT THE FUND
WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

Underwriter:

Fund/Plan Broker Services, Inc. The Chicago Trust Company
2 W. Elm Street 171 North Clark Street
Conshohocken, PA 19428-0874 Chicago, IL 60601-3294
(800) 992-8151 (800) 992-8151

2
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUMMARY......................................................... 4
EXPENSE INFORMATION........................................................ 7
FINANCIAL HIGHLIGHTS....................................................... 10
INVESTMENT OBJECTIVES AND POLICIES......................................... 16
Montag & Caldwell Growth Fund............................................. 16
Chicago Trust Growth & Income Fund........................................ 17
Chicago Trust Talon Fund.................................................. 18
Chicago Trust Asset Allocation Fund....................................... 19
Montag & Caldwell Balanced Fund........................................... 21
Chicago Trust Bond Fund................................................... 22
Chicago Trust Municipal Bond Fund......................................... 24
Chicago Trust Money Market Fund........................................... 26
INVESTMENT STRATEGIES AND RISK CONSIDERATIONS.............................. 27
MANAGEMENT OF THE FUNDS.................................................... 38
PORTFOLIO MANAGEMENT METHODS............................................... 41
ADMINISTRATION OF THE FUNDS................................................ 42
PURCHASE OF SHARES......................................................... 43
EXCHANGE OF SHARES......................................................... 45
REDEMPTION OF SHARES....................................................... 45
ACCOUNT OPTIONS............................................................ 48
DISTRIBUTION PLANS......................................................... 48
NET ASSET VALUE............................................................ 49
DIVIDENDS AND TAXES........................................................ 50
PERFORMANCE OF THE FUNDS................................................... 51
GENERAL INFORMATION........................................................ 52

APPENDIX

Debt Ratings............................................................... 55
</TABLE>

THIS PROSPECTUS IS NOT AN OFFERING OF THE SECURITIES HEREIN DESCRIBED IN ANY
JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL FOR THE FUNDS TO MAKE
SUCH AN OFFER OR SOLICITATION. NO SALES REPRESENTATIVE, DEALER, OR OTHER
PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS.

3
<PAGE>

PROSPECTUS SUMMARY

THE FUNDS

The Company is an open-end, management investment company commonly known as a
mutual fund. The Company was established as a Delaware Business Trust on
September 10, 1993. The Company currently offers eight separate series of
shares--MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST GROWTH & INCOME FUND,
CHICAGO TRUST TALON FUND, CHICAGO TRUST ASSET ALLOCATION FUND, MONTAG &
CALDWELL BALANCED FUND, CHICAGO TRUST BOND FUND, CHICAGO TRUST MUNICIPAL BOND
FUND, and CHICAGO TRUST MONEY MARKET FUND.

INVESTMENT DEFINITIONS

EQUITY SECURITIES--The term "equity securities" as used herein typically
refers to common stock or preferred stock, which represent a stockholder's
equity or ownership of shares in a company.

DEBT SECURITIES--Examples of "debt securities" are bills, notes and bonds,
each representing a promise by the issuer to re-pay a debt which is generally
secured by the assets of such issuer. Also in this investment category are
debentures, which are bonds or promissory notes that are backed by the general
credit of the issuer, but not secured by specific assets of such issuer.

CONVERTIBLE FEATURES--Equity or debt securities purchased by the Funds may
have "convertible" features, whereby they can be exchanged for another class of
securities, according to the terms of their respective issuers.

SHORT-TERM INSTRUMENTS--"Short-term (or money market) instruments" are
generally private or Government obligations with maturities of one year or less
and may include (but are not limited to) certificates of deposit, bankers'
acceptances, corporate commercial paper, and Government obligations.

DERIVATIVE INVESTMENTS--the term "derivatives" has been used to identify a
range and variety of financial categories. In general, a derivative is commonly
defined as a financial instrument whose performance is derived, at least in
part, from the performance of an underlying asset, such as a specific security
or an index of securities. Derivatives which may be used from time to time by
certain Funds, including the investment risks associated with such instruments,
are discussed in detail under "INVESTMENT STRATEGIES AND RISK CONSIDERATIONS".

INVESTMENT OBJECTIVES OF THE FUNDS

MONTAG & CALDWELL GROWTH FUND seeks long-term capital appreciation consistent
with investments primarily in a combination of equity, convertible, fixed
income, and short-term securities. Capital appreciation is emphasized, and
generation of income is secondary.

4
<PAGE>

CHICAGO TRUST MONEY MARKET FUND seeks to provide as high a level of current
interest income as is consistent with maintaining liquidity and stability of
principal. The Fund seeks to achieve its objective by investing in short-term,
high- quality, U.S. dollar-denominated money market instruments.

HOW TO PURCHASE SHARES

The minimum initial and subsequent investments for new and existing
accounts, including Individual Retirement Accounts ("IRAs"), is $50 for each
Fund. The Funds do not impose any sales load, redemption or exchange fees.
MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST GROWTH & INCOME FUND, CHICAGO
TRUST TALON FUND, CHICAGO TRUST ASSET ALLOCATION FUND, MONTAG & CALDWELL
BALANCED FUND, CHICAGO TRUST BOND FUND, and CHICAGO TRUST MUNICIPAL BOND FUND
have a Distribution Plan pursuant to Rule 12b-1 under the Investment Company
Act of 1940, as amended (the "1940 Act"). See "DISTRIBUTION PLANS". The public
offering price for shares of each of the Funds is the net asset value per
share next determined after receipt of a purchase order. See "PURCHASE OF
SHARES".

5
<PAGE>

HOW TO REDEEM SHARES

Shares of each Fund may be redeemed at the net asset value per share of the
Fund next determined after receipt by the Transfer Agent of a redemption
request in proper form. Signature guarantees may be required. See "REDEMPTION
OF SHARES".

DIVIDENDS

Each Fund intends to distribute substantially all of its net investment
income and net realized capital gains, if any, to shareowners. Distributions
of net capital gains, if any, will be made annually. All distributions are
reinvested at net asset value, in additional full and fractional shares of the
respective Fund unless and until the shareowner notifies the Transfer Agent in
writing requesting payments in cash.

MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST GROWTH & INCOME FUND, CHICAGO
TRUST TALON FUND, CHICAGO TRUST ASSET ALLOCATION FUND, and MONTAG & CALDWELL
BALANCED FUND declare and pay dividends quarterly. CHICAGO TRUST BOND FUND and
CHICAGO TRUST MUNICIPAL BOND FUND declare and pay dividends monthly. CHICAGO
TRUST MONEY MARKET FUND'S net investment income is declared daily and paid
monthly. See "DIVIDENDS AND TAXES".

MANAGEMENT OF THE FUNDS

Chicago Title and Trust Company ("Chicago Title and Trust"), 171 North Clark
Street, Chicago, Illinois 60601, an Illinois chartered trust company and a
wholly-owned subsidiary of the Alleghany Corporation ("Alleghany") provided
investment advisory services to certain Funds of the Company since their
respective inception dates through October 30, 1995. As described more fully
below, The Chicago Trust Company ("Chicago Trust") assumed those
responsibilities on October 30, 1995. Such Funds include: CHICAGO TRUST GROWTH
& INCOME FUND; CHICAGO TRUST ASSET ALLOCATION FUND; CHICAGO TRUST BOND FUND;
CHICAGO TRUST MUNICIPAL BOND FUND; CHICAGO TRUST MONEY MARKET FUND; and
CHICAGO TRUST TALON FUND, with Talon Asset Management, Inc. serving as Sub-
Advisor.

Chicago Title and Trust has formed Alleghany Asset Management, Inc. ("AAM"),
a wholly-owned subsidiary, to act as a holding company for certain of its
financial services entities. On October 30, 1995, Chicago Title and Trust
transferred substantially all of its fiduciary business and investment
operations to Chicago Trust, a wholly-owned subsidiary of AAM. As part of such
transfer, Chicago Trust assumed all of Chicago Title and Trust's obligations
and liabilities under its existing Investment Advisory Agreements. Chicago
Title and Trust has entered into a Guaranty Agreement with the Company on
behalf of each Fund for which it serves as Investment Advisor, pursuant to
which it guaranties all the obligations and liabilities of Chicago Trust under
such Agreements. The investment management operations with respect to the
Company remain unchanged, and those persons or groups responsible for the
investment management of the applicable Funds of the Company continue to have
such responsibility for Chicago Trust.

6
<PAGE>

Talon Asset Management, Inc. (Talon), One North Franklin, Chicago, Illinois
60606, a registered investment advisor, is the Sub-Investment Advisor for
CHICAGO TRUST TALON FUND.

Montag & Caldwell, Inc. (Montag & Caldwell), 1100 Atlanta Financial Center,
3343 Peachtree Road, Atlanta, Georgia 30326-1450, a registered investment
advisor, is the Investment Advisor for MONTAG & CALDWELL GROWTH FUND and
MONTAG & CALDWELL BALANCED FUND.

As of December 31, 1995, Chicago Trust managed approximately $5.5 billion in
assets primarily for pension and profit sharing accounts, individuals,
families, and insurance companies. As of that date, Talon managed over $252
million in assets primarily for high net worth individuals, trusts, charitable
foundations, employee benefit plans and family partnerships, but until
commencement of operations of CHICAGO TRUST TALON FUND on September 19, 1994,
had no previous experience in managing investment company assets. As of that
same date, Montag & Caldwell managed over $5.2 billion in assets primarily for
employee benefit, endowment, charitable and other institutional clients,
mutual funds, and high net worth individuals.

Fund/Plan Broker Services, Inc., #2 West Elm Street, Conshohocken,
Pennsylvania 19428-0874 serves as the Funds' Underwriter. UMB Bank, N.A., 928
Grand Avenue, Kansas City, Missouri 64106 serves as the Custodian of the
Funds' assets. The Chicago Trust Company serves as the Funds' Administrator.
Fund/Plan Services, Inc., #2 West Elm Street, P.O. Box 874, Conshohocken,
Pennsylvania 19428-0874 serves as the Funds' Sub-Administrator, Transfer
Agent, and Accounting/Pricing Agent.

EXPENSE INFORMATION

SHAREOWNER TRANSACTION EXPENSES FOR EACH FUND:

<TABLE>
<S> <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering
price).................................................................. 0.00%
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of
offering price)......................................................... 0.00%
Deferred Sales Load (as a percentage of original purchase price)......... 0.00%
Redemption Fees (as a percentage of amount redeemed)..................... 0.00%
Exchange Fees (as a percentage of amount exchanged)...................... 0.00%
</TABLE>

If you want to redeem shares by wire transfer, the Funds' Transfer Agent
charges a fee, currently $20.00 for each wire redemption.

7
<PAGE>

ANNUAL FUND OPERATING EXPENSES AS A PERCENTAGE OF AVERAGE NET ASSETS:

<TABLE>
<CAPTION>
NET EXPENSE
RATIO AFTER
INVESTMENT OLTHER ADVISORS'
ADVISORY FEES EXPENSES AFTER VOLUNTARY FEE
AFTER VOLUNTARY 12B-1 VOLUNTARY WAIVERS AND
FUND(1) FEE WAIVERS FEES REIMBURSEMENTS REIMBURSEMENT(1)
- ------- --------------- ----- -------------- ----------------
<S> <C> <C> <C> <C>
Montag & Caldwell Growth
Fund.................... 0.23% 0.25% 0.82% 1.30%
Chicago Trust Growth &
Income Fund(3).......... 0.20% 0.25% 0.55% 1.00%
Chicago Trust Talon Fund. 0.00% 0.25% 1.05% 1.30%
Chicago Trust Asset
Allocation Fund(2)...... 0.51% 0.25% 0.24% 1.00%
Montag & Caldwell
Balanced Fund........... 0.00% 0.25% 1.00% 1.25%
Chicago Trust Bond Fund.. 0.00% 0.25% 0.55% 0.80%
Chicago Trust Municipal
Bond Fund............... 0.00% 0.25% 0.65% 0.90%
Chicago Trust Money
Market
Fund(3)................. 0.27% n/a 0.23% 0.50%
</TABLE>
- ---------

(1) The above table reflects a continuation of the Advisors' voluntary
undertakings to waive investment advisory fees and/or reimburse each Fund
for expenses exceeding the limits shown. Absent such fee waivers and
reimbursement of expenses, the investment advisory fees, other expenses,
and total operating expenses, respectively, would be as follows: MONTAG &
CALDWELL GROWTH FUND 0.80%, 0.82%, and 1.87%; CHICAGO TRUST GROWTH &
INCOME FUND 0.70%, 0.55% and 1.50%; CHICAGO TRUST TALON FUND 0.80%, 1.99%,
and 3.04%; CHICAGO TRUST ASSET ALLOCATION FUND 0.70%, 0.24%, and 1.19%;
MONTAG & CALDWELL BALANCED FUND 0.75%, 1.50%, and 2.50%; CHICAGO TRUST
BOND FUND 0.55%, 0.74%, and 1.54%; CHICAGO TRUST MUNICIPAL BOND FUND
0.60%, 1.31%, and 2.16%; and CHICAGO TRUST MONEY MARKET FUND 0.40%, 0.23%,
and 0.63%. Except for recent changes in the expense structure for CHICAGO
TRUST GROWTH & INCOME FUND and CHICAGO TRUST MONEY MARKET FUND which are
disclosed in footnote (3) below, the ratios shown above reflect the
expenses incurred by each existing Fund during the fiscal period ended
October 31, 1995. Please refer to the data contained in "FINANCIAL
HIGHLIGHTS" for additional information.
(2) With respect to CHICAGO TRUST ASSET ALLOCATION FUND (which commenced
investment operations on September 21, 1995), the ratios shown are those
expected to be incurred for this new Fund's first fiscal year.

(3) The expense ratios set forth in the table relating to CHICAGO TRUST GROWTH
& INCOME FUND and CHICAGO TRUST MONEY MARKET FUND reflect changes made
during the fiscal year ended October 31, 1995 in the amounts of the
Advisor's voluntary advisory fee waivers and expense reimbursements.
Effective July 12, 1995, CHICAGO TRUST MONEY MARKET FUND'S net expense
ratio increased from 0.40% to 0.50%. Effective September 21, 1995, CHICAGO
TRUST GROWTH & INCOME FUND'S net expense ratio decreased from 1.20% to
1.00%.

Long-term shareowners may pay more than the economic equivalent of the
maximum front-end sales charges permitted by the National Association of
Securities Dealers, Inc.

8
<PAGE>

EXAMPLE:

Based on the level of expenses listed above after reimbursement, the total
expenses relating to an investment of $1,000 would be as follows assuming a 5%
annual return and redemption at the end of each time period.

<TABLE>
<CAPTION>
NAME OF FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------ ------ ------- ------- --------
<S> <C> <C> <C> <C>
MONTAG & CALDWELL GROWTH FUND $13 $41 $71 $156
CHICAGO TRUST GROWTH & INCOME FUND $10 $32 $55 $121
CHICAGO TRUST TALON FUND $13 $41 $71 $156
CHICAGO TRUST ASSET ALLOCATION FUND $10 $32 -- --
MONTAG & CALDWELL BALANCED FUND $13 $39 $68 $150
CHICAGO TRUST BOND FUND $ 8 $25 $44 $ 98
CHICAGO TRUST MUNICIPAL BOND FUND $ 9 $28 $49 $110
CHICAGO TRUST MONEY MARKET FUND $ 5 $16 $28 $ 62
</TABLE>

The foregoing tables are designed to assist the investor in understanding the
various costs and expenses that a shareowner will bear directly or indirectly.
While the example assumes a 5% annual return, the Funds' actual performance
will vary and may result in actual returns greater or less than 5%. THE EXAMPLE
SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

9
<PAGE>

FINANCIAL HIGHLIGHTS

MONTAG & CALDWELL GROWTH FUND
CHICAGO TRUST GROWTH & INCOME FUND
CHICAGO TRUST TALON FUND
CHICAGO TRUST ASSET ALLOCATION FUND
MONTAG & CALDWELL BALANCED FUND
CHICAGO TRUST BOND FUND
CHICAGO TRUST MUNICIPAL BOND FUND
CHICAGO TRUST MONEY MARKET FUND

The following Financial Highlights are part of the financial statements for
the Funds listed above, all of which commenced investment operations prior to
October 31, 1995. The audited periods presented are from each of these Fund's
respective commencement of operations to October 31, 1995, the end of the
Company's most recent fiscal year.

Except for interim statements for CHICAGO TRUST ASSET ALLOCATION FUND, such
Financial Highlights have been audited by KPMG Peat Marwick LLP, independent
certified public accountants, for each of the periods indicated in their
report thereon appearing in the Company's related Statement of Additional
Information. The interim financial statements presented for CHICAGO TRUST
ASSET ALLOCATION FUND are unaudited, covering the period from November 1, 1995
through January 31, 1996.

10
<PAGE>

The following tables should therefore be read in conjunction with the
financial statements and related notes also included as Appendix "A" and
Appendix "B" in the Statement of Additional Information.

<TABLE>
<CAPTION>
MONTAG & CALDWELL CHICAGO TRUST GROWTH
GROWTH FUND & INCOME FUND
----------------- --------------------------
PERIOD YEAR PERIOD
ENDED ENDED ENDED
10/31/95* 10/31/95 10/31/94**
----------------- --------- ----------
(AUDITED) (AUDITED) (AUDITED)
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF
PERIOD....................... $ 10.00 $ 10.11 $ 10.00
------- -------- -------
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income........ 0.02 0.09 0.07
Net realized and unrealized
gain on investments......... 3.16 2.79 0.10
------- -------- -------
Total from investment
operations................ 3.18 2.88 0.17
------- -------- -------
LESS DISTRIBUTIONS:
From net investment income... (0.02) (0.09) (0.06)
------- -------- -------
Total distributions........ (0.02) (0.09) (0.06)
------- -------- -------
NET ASSET VALUE, END OF
PERIOD....................... $ 13.16 $ 12.90 $ 10.11
======= ======== =======
TOTAL RETURN.................. 31.87%(/2/) 28.66% 1.73%(/2/)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in 000's).................. $40,355 $172,296 $12,282
Ratio of expenses to average
net assets before
reimbursement of expenses
by Advisor.................. 1.87%(/1/) 1.50% 2.21%(/1/)
Ratio of expenses to average
net assets after
reimbursement of expenses
by Advisor.................. 1.30%(/1/) 1.09%(/3/) 1.20%(/1/)
Ratio of net investment
income to average net
assets before reimbursement
of expenses by Advisor...... -0.36%(/1/) 0.33% -0.15%(/1/)
Ratio of net investment
income to average net
assets after reimbursement
of expenses by Advisor...... 0.20%(/1/) 0.74% 0.86%(/1/)
Portfolio turnover........... 34.46%(/2/) 9.00% 37.01%(/2/)
</TABLE>
- ---------
*MONTAG & CALDWELL GROWTH FUND commenced investment operations on November 2,
1994.
**CHICAGO TRUST GROWTH & INCOME FUND commenced investment operations on
December 13, 1993.
(/1/)Annualized.
(/2/)Not annualized.
(/3/)Net Expense Ratio changed from 1.20% to 1.00% on September 21, 1995.

11
<PAGE>

<TABLE>
<CAPTION>
CHICAGO TRUST TALON CHICAGO TRUST ASSET
FUND ALLOCATION FUND
------------------------ ---------------------------
YEAR PERIOD PERIOD 11/01/95
ENDED ENDED ENDED THROUGH
10/31/95 10/31/94* 10/31/95** 1/31/96**
--------- --------- ---------- -----------
(AUDITED) (AUDITED) (AUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING
OF PERIOD................. $ 10.25 $10.00 $ 8.34 $ 8.43
------- ------ -------- --------
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income..... 0.09 0.02 0.03 0.06
Net realized and
unrealized gain on
investments.............. 1.84 0.23 0.06 0.51
------- ------ -------- --------
Total from investment
operations............. 1.93 0.25 0.09 0.57
------- ------ -------- --------
LESS DISTRIBUTIONS:
From net investment
income................... (0.11) 0.00 0.00 (0.07)
Total distributions..... (0.11) 0.00 0.00 (0.07)
------- ------ -------- --------
NET ASSET VALUE, END OF
PERIOD.................... $ 12.07 $10.25 $ 8.43 $ 8.93
======= ====== ======== ========
TOTAL RETURN............... 18.92% 2.50%(/2/) 1.08%(/2/) 6.81%(/2/)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in 000's)............... $10,538 $4,355 $152,820 $158,884
Ratio of expenses to
average net assets
before reimbursement of
expenses by Advisor...... 3.04% 7.82%(/1/) 1.19%(/1/) 1.23%(/1/)
Ratio of expenses to
average net assets after
reimbursement of
expenses by Advisor...... 1.30% 1.30%(/1/) 1.00%(/1/) 1.00%(/1/)
Ratio of net investment
income to average net
assets before
reimbursement of
expenses by Advisor...... -0.97% -4.13%(/1/) 2.56%(/1/) 2.74%(/1/)
Ratio of net investment
income to average net
assets after
reimbursement of
expenses by Advisor...... 0.77% 2.39%(/1/) 2.73%(/1/) 2.97%(/1/)
Portfolio turnover........ 229.43%(/3/) 33.66%(/2/) 0.72%(/2/) 8.90%(/2/)
</TABLE>
- ---------
*CHICAGO TRUST TALON FUND commenced investment operations on September 19,
1994.
**CHICAGO TRUST ASSET ALLOCATION FUND commenced investment operations on
September 21, 1995.
(/1/)Annualized.
(/2/)Not annualized.
(/3/Chicago)Trust Talon Fund experienced a high portfolio turnover rate for
this period as a result of participation in a number of attractive trading
opportunities. The Fund is periodically re-positioned in the market as it
seeks capital preservation, value and competitive performance. Portfolio
trades are executed in accordance with the Fund's investment objective, in
the best judgement of management. See "Portfolio Turnover" below and in
the Statement of Additional Information.

12
<PAGE>

<TABLE>
<CAPTION>
MONTAG & CALDWELL CHICAGO TRUST
BALANCED FUND BOND FUND
----------------- --------------------
YEAR PERIOD
PERIOD ENDED ENDED ENDED
10/31/95* 10/31/95 10/31/94**
----------------- --------- ----------
(AUDITED) (AUDITED) (AUDITED)
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF
PERIOD............................ $ 10.00 $ 9.21 $ 10.00
------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS:.
Net investment income............. 0.26 0.60 0.50
Net realized and unrealized
gain/loss on investments......... 2.09 0.73 (0.82)
------- ------- -------
Total from investment
operations..................... 2.35 1.33 (0.32)
------- ------- -------
LESS DISTRIBUTIONS:
From net investment income........ (0.23) (0.60) (0.47)
------- ------- -------
Total distributions............. (0.23) (0.60) (0.47)
------- ------- -------
NET ASSET VALUE, END OF PERIOD..... $ 12.12 $ 9.94 $ 9.21
======= ======= =======
TOTAL RETURN....................... 23.75%(/2/) 14.89% - 3.23%(/2/)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in
000's)........................... $21,908 $70,490 $12,546
Ratio of expenses to average net
assets before reimbursement of
expenses by Advisor.............. 2.50%(/1/) 1.54% 2.02%(/1/)
Ratio of expenses to average net
assets after reimbursement of
expenses by Advisor.............. 1.25%(/1/) 0.80% 0.80%(/1/)
Ratio of net investment income to
average net assets before
reimbursement of expenses by
Advisor.......................... 1.38%(/1/) 5.78% 4.83%(/1/)
Ratio of net investment income to
average net assets after
reimbursement of expenses by
Advisor.......................... 2.63%(/1/) 6.52% 6.05%(/1/)
Portfolio turnover................ 27.33%(/2/) 68.24% 20.73%(/2/)
</TABLE>
- ----------
*MONTAG & CALDWELL BALANCED FUND commenced investment operations on November
2, 1994.
**CHICAGO TRUST BOND FUND commenced investment operations on December 13, 1993.

(/1/) Annualized.

(/2/)Not annualized.

13
<PAGE>

<TABLE>
<CAPTION>
CHICAGO TRUST CHICAGO TRUST
MUNICIPAL BOND FUND MONEY MARKET FUND
------------------- --------------------------
YEAR PERIOD YEAR PERIOD
ENDED ENDED ENDED ENDED
10/31/95 10/31/94* 10/31/95 10/31/94**
--------- --------- --------- ----------
(AUDITED) (AUDITED) (AUDITED) (AUDITED)
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING
OF PERIOD................. $ 9.56 $ 10.00 $ 1.00 $ 1.00
------- ------- -------- --------
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income..... 0.35 0.27 0.05 0.03
Net realized and
unrealized gain/loss on
investments.............. 0.52 (0.46) 0.00 0.00
------- ------- -------- --------
Total from investment
operations............. 0.87 (0.19) 0.05 0.03
------- ------- -------- --------
LESS DISTRIBUTIONS:
From net investment
income................... (0.35) (0.25) (0.05) (0.03)
------- ------- -------- --------
Total distributions..... (0.35) (0.25) (0.05) (0.03)
------- ------- -------- --------
NET ASSET VALUE, END OF
PERIOD.................... $ 10.08 $ 9.56 $ 1.00 $ 1.00
======= ======= ======== ========
TOTAL RETURN............... 9.29% - 1.92%(/2/) 5.56% 3.20%(/2/)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in 000's)............... $11,679 $10,462 $206,075 $122,929
Ratio of expenses to
average net assets
before reimbursement of
expenses by Advisor...... 2.16% 2.09%(/1/) 0.63% 0.64%(/1/)
Ratio of expenses to
average net assets after
reimbursement of
expenses by Advisor...... 0.90% 0.90%(/1/) 0.43%(/3/) 0.40%(/1/)
Ratio of net investment
income to average net
assets before
reimbursement of
expenses by Advisor...... 2.37% 1.90%(/1/) 5.24% 3.49%(/1/)
Ratio of net investment
income to average net
assets after
reimbursement of
expenses by Advisor...... 3.63% 3.09%(/1/) 5.44% 3.73%(/1/)
Portfolio turnover........ 42.81% 14.85%(/2/) N/A N/A
</TABLE>
- ----------
*CHICAGO TRUST MUNICIPAL BOND FUND commenced investment operations on December
13, 1993.
**CHICAGO TRUST MONEY MARKET FUND commenced investment operations on December
14, 1993.

(/1/)Annualized.

(/2/)Not annualized.

(/3/)Net Expense Ratio changed from 0.40% to 0.50% on July 12, 1995.

14
<PAGE>

PERFORMANCE MEASURES

From time to time, the Funds may advertise performance measures such as total
percentage increase, total return, and yield. Whenever total percentage
increase or yield is advertised, total return will be advertised. The following
is a brief explanation of how these figures are obtained.

Yield is a measure of the total current net income of CHICAGO TRUST GROWTH &
INCOME FUND, CHICAGO TRUST ASSET ALLOCATION FUND, MONTAG & CALDWELL BALANCED
FUND, CHICAGO TRUST BOND FUND, and CHICAGO TRUST MUNICIPAL BOND FUND for a
specified thirty-day period, stated as a percentage of the maximum offering
price per share on the last day of the period, and annualizing the result. With
respect to CHICAGO TRUST MONEY MARKET FUND, yield is an annualized measure of
the total current income for a specified seven-day period. Effective yield is
computed in the same manner as yield, except that income is assumed to have
been reinvested over a one-year period. Yield differs from total percentage
increase and total return since it only considers current income and does not
take into account gains or losses on securities held by a Fund.

With respect to CHICAGO TRUST MUNICIPAL BOND FUND, tax-equivalent yield is
the taxable yield that an investor at the specified marginal Federal income tax
rate would have to receive to equal the primarily tax-exempt yield from such
Fund. The rate simplifies the comparison of yields of tax-exempt funds with
yields of taxable funds.

Each Fund's total percentage increase is calculated for the specified periods
of time by assuming a hypothetical investment of $1,000 in Fund shares. Each
dividend or other distribution is treated as having been reinvested at net
asset value on the reinvestment date. The percentage increases stated are the
percent that an original investment would have increased during the applicable
period. Each Fund's total return is calculated in the same way as the total
percentage increase except that it is stated in terms of a level annual
compound rate of return (all earnings reinvested on an annual basis) over the
investment period.

Advertisements of the Funds' performance may also include the ending value of
the illustrated investment for the period stated. This is the amount that would
be received by a shareowner who sold all shares at the end of the stated
period.

The above performance measures are based on historical earnings and are not
intended to indicate future performance. Management's detailed discussion of
the Company's performance data may be found in the most recent Annual Report to
Shareowners, dated October 31, 1995, which is available upon request and
without charge, by calling (800) 992-8151.

PORTFOLIO TURNOVER

15
<PAGE>

portfolio turnover is generally not expected to exceed 100% in any of the
Funds. A high rate of portfolio turnover (i.e., over 100%) may result in the
realization of substantial capital gains and involves correspondingly greater
transaction costs.

INVESTMENT OBJECTIVES AND POLICIES

The investment objective of each Fund is fundamental and may not be changed
without a vote of the holders of the majority of the voting securities of the
Fund. Unless otherwise stated in this Prospectus or the Statement of Additional
Information, each Fund's investment policies are not fundamental and may be
changed without shareowner approval. While a non-fundamental policy or
restriction may be changed by the Trustees of the Company without shareowner
approval, the Funds intend to notify shareowners before making any change in
any such policy or restriction. Fundamental policies may not be changed without
shareowner approval.

The Funds strive to attain their investment objectives, but there can, of
course, be no assurance that they will do so. Additional investment policies
and restrictions are described in the Statement of Additional Information.

MONTAG & CALDWELL GROWTH FUND:

MONTAG & CALDWELL GROWTH FUND seeks long-term capital appreciation consistent
with investments primarily in a combination of convertible and non-convertible
equity securities, convertible and non-convertible debt securities, and short-
term instruments. Capital appreciation is emphasized, and generation of income
is secondary. Montag & Caldwell selects equity securities that it believes are
undervalued based upon the issuer's estimated earning power and ability to
produce strong earnings growth over the next twelve to eighteen months. Issuers
include, but are not limited to, established companies with a history of growth
and companies that are expected to enter periods of earnings growth. These
could include the equity securities of companies with total market
capitalizations at the time of investment of less than $500 million and which
are outside the Standard & Poor's 500 Index ("small-cap companies"). There are
certain risks associated with investing in small-cap companies; primarily their
greater earnings and price volatility in comparison to large companies. Montag
& Caldwell may purchase securities of companies which do not pay dividends, but
which are believed to have superior growth potential. The Fund may invest in
securities listed on a stock exchange as well as those traded over-the-counter.

While it is this Fund's policy to remain substantially invested in common
stock or securities convertible into common stock, it may invest in non-
convertible preferred stock and non-convertible debt securities. When Montag &
Caldwell has determined that adverse market and economic conditions warrant,
the Fund may invest all or part of its assets in high-quality money market
securities and repurchase agreements for temporary defensive purposes. The Fund
may invest up to 30% of its total assets in foreign securities in the form of
American Depository Receipts ("ADRs") and European Depository Receipts
("EDRs"), although it has no current intention of investing in unsponsored ADRs
or EDRs. The Fund may also engage in futures and options transactions for
hedging purposes. Such investments are generally considered to be derivative
securities. These and other applicable investment activities with respect to
this Fund are more fully described in the next section of this Prospectus.

16
<PAGE>

Debt securities consist of obligations of the U.S. Government, its agencies
or instrumentalities, obligations of U.S. companies and of U.S. banks such as
bonds, debentures, mortgage- and other asset-backed securities, zero coupon
bonds, and convertible debentures. The Fund will invest only in investment-
grade debt securities which include those securities that are rated "Baa3" or
better by Moody's Investors Service, Inc. ("Moody's") or "BBB-" or better by
Standard & Poor's Corporation ("S&P"), or if not rated, of comparable quality
in the opinion of Montag & Caldwell. The dollar weighted average quality of the
debt securities rated by Moody's will be "A3" or better, the dollar weighted
average quality of the investment-grade debt securities rated by S&P will be
"A" or better, and the dollar weighted average quality of unrated debt
securities will be comparable, as determined by Montag & Caldwell. The Appendix
contains an explanation of Moody's and S&P ratings. In the event a rated
security held by the Fund is downgraded below an investment-grade rating by
Moody's or S&P, the Investment Advisor shall promptly reassess the risks
involved and take such actions as it determines will be in the best interests
of the Fund and its shareowners.

Please refer to the policies and risk disclosures more fully described under
"Foreign Securities", "Options" and "Futures Contracts and Related Options", as
well as the other specified practices with respect to this Fund, in the section
of this Prospectus titled "INVESTMENT STRATEGIES AND RISK CONSIDERATIONS".

CHICAGO TRUST GROWTH & INCOME FUND:

CHICAGO TRUST GROWTH & INCOME FUND seeks long-term total return through a
combination of capital appreciation and current income. Under normal
circumstances, the Fund will invest at least 65% of its total assets in
securities which are designed to achieve growth and/or income. The Fund invests
primarily in common stocks, preferred stocks and securities convertible into
common stocks. The Fund may also invest a portion of its assets in debt
securities that are not convertible into common stocks, which may include
obligations of the U.S. Government, its agencies or instrumentalities,
obligations of U.S. corporations, and obligations of U.S. banks. The portion of
the Fund's total assets invested in equity type securities or debt securities
will vary according to the Investment Advisor's assessment of longer- term
conditions in the economy and the risk/return potential of equity, debt, and
money market securities. This Fund's investment strategy will emphasize
companies that, in the opinion of the portfolio management team, offer
prospects for capital growth and growth of earnings and dividends. The Fund
expects to invest primarily in securities currently paying dividends although
it may buy securities that are not paying dividends but offer prospects for
growth of capital or future income. If, in the Investment Advisor's judgment,
the risk adjusted total return potential for equity securities exceeds that
available from debt securities or money market securities, investments in
equity securities could exceed 75% of the Fund's portfolio.

While it is this Fund's policy to remain substantially invested in common
stocks, preferred stocks, or securities convertible into common stocks, it may
invest all or part of its total assets in high-quality money market securities
and repurchase agreements for temporary defensive purposes when the Investment
Advisor has determined that adverse market and

17
<PAGE>

economic conditions so warrant. The Fund may invest up to 20% of its total
assets in foreign securities in the form of ADRs or EDRs, although it has no
current intention of investing in unsponsored ADRs and EDRs. The Fund may write
(sell) covered call options for investment purposes and may both purchase and
sell options on stock indices for hedging purposes. The Fund may also enter
into futures contracts and options on futures contracts. Such investments are
generally considered to be derivative securities. These and other applicable
investment activities with respect to this Fund are more fully described in the
next section of this Prospectus.

This Fund's investment in debt securities will be made primarily in those
considered to be investment-grade. Investment-grade debt securities include
those securities which are rated or "Baa3" or better by Moody's or "BBB-" or
better by S&P at the time of purchase, or, if unrated, are determined to be of
comparable quality by the Investment Advisor. The Fund intends to limit its
investment in debt securities rated lower than investment-grade to less than
10% of its assets and in any case will not invest in securities rated lower
than "B" by Moody's or "B" by S&P. Debt securities rated lower than investment-
grade are commonly called "junk bonds" and are considered to have speculative
characteristics. For an explanation of Moody's and S&P's ratings, please see
the Appendix. In the event a rated security held by the Fund is downgraded
below a "B" rating by Moody's or "B" rating by S&P, the Investment Advisor
shall promptly reassess the risks involved and take such actions as it
determines will be in the best interests of the Fund and its shareowners. The
Fund will not invest in securities that are in default nor will the Fund invest
in securities which, in the Investment Advisor's opinion, involve excessive
risk.

Please refer to the policies and risk disclosures more fully described under
"Foreign Securities", "Options", "Futures Contracts and Related Options" and
"High-Yield/High-Risk Securities", as well as the other specified practices
with respect to this Fund, in the section of this Prospectus titled "INVESTMENT
STRATEGIES AND RISK CONSIDERATIONS".

CHICAGO TRUST TALON FUND:

CHICAGO TRUST TALON FUND seeks long-term total return through capital
appreciation. The Fund will invest primarily in stocks of companies with
varying capitalization levels believed by Talon to have prospects for capital
appreciation. These could include the equity securities of companies with total
market capitalizations at the time of investment of less than $500 million and
which are outside the Standard & Poor's 500 Index ("small-cap companies").
There are certain risks associated with investing in small-cap companies; first
and foremost is their greater earnings and price volatility in comparison to
large companies. The Fund may also invest in preferred stock and debt
securities, including those which may be convertible into common stock.

While under normal circumstances, the Fund will invest at least 75% of its
total assets in securities designed to achieve capital growth, the Fund may
invest all or part of its assets in U.S. Government Securities, high-quality
money market securities, and repurchase agreements for temporary defensive
purposes when Talon has determined that adverse market

18
<PAGE>

and economic conditions so warrant. The Fund may invest up to 30% of its total
assets in foreign securities in the form of ADRs or EDRs, although it has no
current intention of investing in unsponsored ADRs and EDRs. The Fund may write
(sell) covered options for investment purposes and may purchase and sell
options on stock indices for hedging purposes. Such investments are generally
considered to be derivative securities. These and other applicable investment
activities with respect to this Fund are more fully described in the next
section of this Prospectus.

This Fund's investment in debt securities will be made primarily in those
considered to be investment-grade. Investment-grade debt securities include
those securities which are rated "Baa3" or better by Moody's or "BBB-" or
better by S&P at the time of purchase, or, if unrated, are determined to be of
comparable quality by the Investment Advisor. This Fund may invest up to 20% of
its total assets in debt securities rated lower than "Baa3" by Moody's or "BBB-
" by S&P. Such securities are commonly called "junk bonds" and are considered
to have speculative characteristics. The Fund will not invest in securities
rated lower than "Ba" or "B" by Moody's or "BB" or "B" by S&P. For an
explanation of Moody's and S&P's ratings, please see the Appendix. In the event
a rated security held by the Fund is downgraded below a "B" by Moody's or "B"
by S&P, the Sub-Investment Advisor, under the general supervision of the
Investment Advisor, shall promptly reassess the risks involved and take such
actions as it determines are in the best interests of the Fund and its
shareowners. The Fund will not invest in securities that are in default nor
will the Fund invest in securities which, in the Investment Advisor's or Sub-
Investment Advisor's opinion, involve excessive risk.

CHICAGO TRUST ASSET ALLOCATION FUND:

CHICAGO TRUST ASSET ALLOCATION FUND seeks growth of capital with current
income through asset allocation. The Fund seeks to achieve its objective by
following an asset allocation strategy utilizing two or more of the following
investment categories: common stocks (both dividend and non-dividend paying);
preferred stocks; convertible preferred stocks; fixed income securities,
including bonds and bonds convertible into common stocks; and short-term
interest-bearing obligations. Allocation among asset classes will not be fixed,
and portfolio strategies used will vary, according to the Investment Advisor's
assessment of which asset class offers the greatest potential for maximizing
capital appreciation from time to time. Although it is not the Fund's intent to
trade for short-term profits, purchases and sales of securities will be made
whenever the Investment Advisor deems it would contribute to the achievement of
the Fund's objective. The Fund will be invested in securities representing a
number of different industry classifications and does not intend to concentrate
its investments in a particular industry.

19
<PAGE>

Capital appreciation is pursued through investment in equity securities
generally. It is anticipated that between 30% and 70% of the Fund's total
assets will be invested in equity securities, including preferred stocks.
Issuers include, but are not limited to, established companies with a history
of growth and expected future growth. These could include the equity
securities of companies with total market capitalizations at the time of
investment of less than $500 million and which are outside the Standard &
Poor's 500 Index ("small-cap companies"). There are certain risks associated
with investing in small-cap companies; primarily their greater earnings and
price volatility in comparison to large companies. The Fund may purchase
securities of companies which do not pay dividends, but which are believed to
have superior growth potential. The Fund may invest in securities listed on a
stock exchange as well as those traded over-the-counter.

The Fund also generally invests in a combination of fixed income securities,
including U.S. Government securities, debt securities, and convertible
securities. Securities may have equity conversion privileges or other equity
features, including attached warrants or rights. The Fund may invest in
mortgage-backed securities and asset-backed securities. Asset-backed
securities include consumer loans such as credit card receivables and
installment loan contracts, and commercial loans such as equipment
receivables. The purpose of investing in such fixed income securities is to
produce a stable flow of income to offset the volatility normally associated
with equity investments. The dollar weighted average maturity will range
between three and ten years under normal circumstances.

When, in the opinion of the Fund's Investment Advisor, a defensive
investment posture is warranted, the Fund is permitted to invest temporarily
and without limitations in U.S. Government obligations, high-quality money
market securities, and repurchase agreements. The Fund may invest up to 30% of
its total assets in foreign securities in the form of ADRs or EDRs, although
it has no current intention of investing in unsponsored ADRs and EDRs. The
Fund may write (sell) covered call options for investment purposes, may
purchase and sell options on stock indices and engage in futures and options
transactions for hedging purposes, may purchase portfolio securities on a
when-issued basis, may purchase or sell portfolio securities for delayed
delivery, and may invest in interest rate swaps for hedging purposes, which
could subject the Fund to increased risks. Such investments are generally
considered to be derivative securities. The Fund may also lend its portfolio
securities. See "Derivative Investments" and "General Risk Factors" under
"INVESTMENT STRATEGIES AND RISK CONSIDERATIONS". These and other applicable
investment activities with respect to this Fund are more fully described in
the next section of this Prospectus.

20
<PAGE>

by Moody's or "BB" or "B" by S&P. For an explanation of Moody's and S&P's
ratings, please see the Appendix. In the event a rated security held by the
Fund is downgraded below a "B" by Moody's or "B" by S&P, the Investment Advisor
shall promptly reassess the risks involved and take such actions as it
determines are in the best interests of the Fund and its shareowners. The Fund
will not invest in securities that are in default nor will the Fund invest in
securities which, in the Investment Advisor's opinion, involve excessive risk.

Please refer to the policies and risk disclosures more fully described under
"Foreign Securities", "Options" and "Futures Contracts", as well as the other
specified practices with respect to this Fund, in the section of this
Prospectus titled "INVESTMENT STRATEGIES AND RISK CONSIDERATIONS".

MONTAG & CALDWELL BALANCED FUND:

MONTAG & CALDWELL BALANCED FUND seeks long-term total return through
investment primarily in a combination of equity and debt securities, and short-
term instruments. The allocation between asset classes may vary over time in
accordance with the expected rates of return of each asset class; however,
primary emphasis will be placed upon selection of particular investments as
opposed to allocation of assets. The Fund will have a strategic target
allocation of equity positions between 50% and 70% of total assets, but for
temporary defensive purposes the Fund may reduce the actual equity commitment
to 25% of total assets or less. From time to time, Montag & Caldwell will
determine the expected total return to the Fund on its equity securities over a
period of twelve to eighteen months as compared with the Fund's expected return
during that period from fixed income investments and money market securities.
If the expected total return from equities appears to be more attractive, the
percentage invested in equity securities will be increased. If the expected
total return from fixed income securities appears to be more attractive, the
equity portion will be reduced.

In seeking capital appreciation, the Fund may invest in common stocks and
securities convertible into common stocks of established companies by selecting
securities that are believed to be undervalued based upon their estimated
earning power and ability to produce strong earnings growth over the next
twelve to eighteen months. Income produced from the equity portion of the Fund
will be of secondary importance. The equity portion of this Fund will consist
of the same type of securities that will normally form the portfolio of the
MONTAG & CALDWELL GROWTH FUND.

In seeking income, at least 25% of the Fund's total assets will be invested
at all times in fixed income senior securities. The fixed income portion of the
portfolio will be comprised of U.S. Government issuers, investment-grade debt
securities, and preferred stock. The Fund may invest in mortgage-backed
securities, asset-backed securities which include consumer loans such as credit
card receivables and installment loan contracts, and commercial loans such as
equipment receivables. The purpose of the fixed income securities will be to
produce a stable flow of income to offset the volatility normally associated
with equity investment. The dollar weighted average maturity will range between
three and ten years under normal circumstances.

21
<PAGE>

When, in the opinion of Montag & Caldwell, a defensive investment posture is
warranted, this Fund is permitted to invest temporarily and without
limitations in U.S. Government obligations, high-quality money market
securities, and repurchase agreements with respect to U.S. Government
securities. The Fund may also invest up to 30% of its total assets in foreign
securities in the form of ADRs or EDRs, although it has no current intention
of investing in unsponsored ADRs and EDRs. In addition, the Fund is permitted
to purchase portfolio securities on a when-issued basis, to purchase or sell
portfolio securities for delayed delivery, to lend its portfolio securities,
and to engage in futures and options transactions for hedging purposes. Such
investments are generally considered to be derivative securities. These and
other applicable investment activities with respect to this Fund are more
fully described in the next section of this Prospectus.

Debt securities consist of obligations of the U.S. Government, its agencies
or instrumentalities, obligations of U.S. companies and of U.S. banks such as
bonds, debentures, mortgage- and other asset-backed securities, zero coupon
bonds, and convertible debentures. Investment-grade debt securities include
those securities which are rated "Baa3" or better by Moody's or "BBB-" or
better by S&P. The dollar weighted average quality of the debt securities
rated by Moody's will be "A3" or better and the dollar weighted average
quality of the investment-grade debt securities rated by S&P will be "A" or
better. The dollar weighted average quality of unrated debt securities will be
comparable, as determined by Montag & Caldwell. The Appendix contains an
explanation of Moody's and S&P ratings. In the event a rated security held by
the Fund is downgraded below an investment-grade rating by Moody's or S&P, the
Investment Advisor shall promptly reassess the risks involved and take such
actions as it determines will be in the best interests of the Fund and its
shareowners.

Please refer to the policies and risk disclosures more fully described under
"Foreign Securities", "Options" and "Futures Contracts and Related Options",
as well as the other specified practices with respect to this Fund, in the
section of this Prospectus titled "INVESTMENT STRATEGIES AND RISK
CONSIDERATIONS".

CHICAGO TRUST BOND FUND:

CHICAGO TRUST BOND FUND seeks high current income consistent with what the
Investment Advisor believes to be prudent risk of capital. The Fund will
primarily invest in a broad range of intermediate-term bonds and other fixed
income securities. The Fund's dollar weighted average maturity will range
between three and ten years under normal market conditions.

This Fund will invest primarily in fixed income securities that are, at the
time of purchase, of investment-grade. Investment-grade debt securities
include those securities which are rated "Baa3" or better by Moody's or "BBB-"
or better by S&P. These fixed income securities may include obligations of the
U.S. Government, its agencies or instrumentalities, obligations of U.S.
corporations, and obligations of U.S. banks. Under normal market conditions,
at least 65% of the Fund's total assets will be invested in fixed income
securities including intermediate investment-grade bonds, debentures, mortgage
and other asset-related

22
<PAGE>

securities, zero coupon bonds, and convertible debentures. Other asset-backed
securities include consumer loans such as credit card receivables and
installment loan contracts, and commercial loans such as equipment
receivables. The Fund may also invest in longer-term bonds as well as short-
term notes, bills, commercial paper, and certificates of deposit. The Fund's
portfolio may include, but is not limited to: asset-backed securities; bank
obligations; collateralized bonds; loan and mortgage obligations; commercial
paper; corporate debt securities; foreign securities; private placements;
repurchase agreements; savings and loan obligations; and U.S. Government and
agency obligations.

When, in the opinion of the Investment Advisor, a defensive investment
posture is warranted, this Fund is permitted to invest temporarily and without
limitation in U.S. Government obligations, high-quality money market
securities, and repurchase agreements with respect to U.S. Government
securities. The Fund is permitted to purchase portfolio securities on a when-
issued basis, to purchase or sell portfolio securities for delayed delivery,
to engage in options transactions, futures contracts and related options for
hedging purposes, and to invest in interest rate swaps, which could subject
the Fund to increased risks. Such investments are generally considered to be
derivative securities. The Fund may also lend its portfolio securities. These
and other applicable investment activities with respect to this Fund are more
fully described in the next section of this Prospectus.

This Fund may invest up to 20% of its total assets in fixed income
securities which are rated lower than "Baa3" by Moody's or "BBB-" by S&P or,
if unrated, will be determined to be of comparable quality by the Investment
Advisor. These instruments are commonly called "junk bonds" and are considered
to have speculative characteristics. The Fund will not invest in securities
rated lower than "B" by Moody's or "B" by S&P. In the event a rated security
held by the Fund is downgraded below "B" by Moody's or "B" by S&P, the
Investment Advisor shall promptly reassess the risks involved and take such
actions as it determines will be in the best interests of the Fund and its
shareowners. See the Appendix for a description of Corporate Debt Ratings. The
Fund will not invest in securities that are in default nor will the Fund
invest in securities which, in the Investment Advisor's opinion, involve
excessive risk.

As of October 31, 1995, the composition of the portfolio by rating category
was as follows:

<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL
RATINGS INVESTMENTS
------- -----------
<S> <C>
U.S. Government Obligations...................................... 18%
U.S. Government Agency Obligations............................... 33%
Government Trust Certificates.................................... 1%
Aaa.............................................................. 2%
Aa............................................................... 2%
A................................................................ 18%
Baa.............................................................. 9%
Ba............................................................... 9%
B................................................................ 3%
Repurchase Agreement............................................. 5%
----
100%
====
</TABLE>

23
<PAGE>

Please refer to the policies and risk disclosures more fully described under
"Options", "Futures Contracts and Related Options", "Interest Rate Swaps" and
"High-Yield/High-Risk Securities", as well as the other specified practices
with respect to this Fund, in the section of this Prospectus titled "INVESTMENT
STRATEGIES AND RISK CONSIDERATIONS".

CHICAGO TRUST MUNICIPAL BOND FUND:

CHICAGO TRUST MUNICIPAL BOND FUND seeks a high level of current interest
income exempt from Federal income taxes consistent with the conservation of
capital. The Fund will seek to achieve its objective by investing substantially
all of its assets in a diversified portfolio of primarily intermediate-term
municipal debt obligations issued by or on behalf of states, territories and
possessions of the United States and the District of Columbia and their
political subdivisions, agencies and instrumentalities, or multi-state agencies
or authorities, the interest from which is exempt from Federal income taxes. It
is a fundamental policy of the Fund that, under normal market conditions, at
least 80% of its total assets will be invested in municipal securities. The
Fund is expected to maintain a dollar weighted average maturity of between
three and ten years under normal market conditions.

This Fund may seek to reduce fluctuations in its net asset value by engaging
in portfolio strategies involving options on securities, futures contracts and
options on futures contracts, as more fully described in the next section of
this Prospectus. Any gain derived by the Fund from the use of such instruments
will be treated as a combination of short-term and long-term capital gain and,
if not offset by realized capital losses incurred by the Fund, will be
distributed to shareowners and will be taxable to shareowners as a combination
of ordinary income and long-term capital gain. The Fund may also purchase
floating and variable-rate municipal obligations, purchase municipal securities
on a "when-issued" or "forward delivery" basis, enter into stand-by commitments
and engage in short-term trading. Such investments are generally considered to
be derivative securities. The Fund will invest at least 65% of its total assets
in bonds which consist of obligations with a maturity of greater than one year.

While this Fund does not intend to realize taxable investment income, the
Fund has the authority to invest as much as 20% of its total assets on a
temporary basis in the following taxable securities: notes issued by or on
behalf of incorporated issuers; obligations of the U.S. Government and its
agencies or instrumentalities; commercial paper; bank certificates of deposit;
bankers' acceptances; and repurchase agreements for such securities. The Fund
reserves the right to invest a greater portion of its assets in high-quality
money market securities for temporary defensive purposes. The Fund may also
invest up to 20% of its total assets in tax-exempt industrial development bonds
and 5% of its total assets in municipal leases and participation therein. See
descriptions below.

This Fund may invest up to 20% of its assets in "AMT" bonds. AMT bonds are
tax-exempt "private activity" bonds issued after August 7, 1986 whose proceeds
are directed at least in part to a private, for-profit organization. While the
income from AMT bonds is exempt from regular Federal income tax, it is a tax
preference item for purposes of the "alternative minimum tax". The alternative
minimum tax is a special tax that applies to a limited number of taxpayers who
have certain adjustments to income or tax preference items.

24
<PAGE>

This Fund may invest up to 20% of its total assets in municipal securities
rated lower than "Baa3" by Moody's or "BBB-" by S&P. Such securities are
commonly called "junk bonds" and are considered to have speculative
characteristics. The Fund will not invest in securities rated lower than "Ba"
or "B" by Moody's or "BB" or "B" by S&P. For an explanation of Moody's and
S&P's ratings, please see the Appendix. In the event a security held by the
Fund is downgraded below a "B" by Moody's or "B" by S&P, the Investment
Advisor shall promptly reassess the risks involved and take such actions as it
determines are in the best interests of the Fund and its shareowners. The Fund
will not invest in securities that are in default nor will the Fund invest in
securities which, in the Investment Advisor's opinion, involve excessive risk.

Please refer to the policies and risk disclosures more fully described under
"Options", "Futures Contracts and Related Options" and "High-Yield/High-Risk
Securities", as well as the other specified practices with respect to this
Fund, in the section of this Prospectus titled "INVESTMENT STRATEGIES AND RISK
CONSIDERATIONS".

MUNICIPAL SECURITIES CONSIDERATIONS

Municipal securities include municipal bonds, short-term municipal notes,
and tax-exempt commercial paper. Municipal bonds are debt obligations issued
to obtain funds for various public purposes that are exempt from Federal
income tax in the opinion of issuer's counsel. The two principal
classifications of municipal bonds are "general obligation" and "revenue"
bonds. General obligation bonds are secured by the issuer's pledge of its full
faith, credit and taxing power for the payment of principal and interest.
Revenue bonds are payable only from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special excise tax or other specific source such as from the user of the
facility being financed. The term "municipal bonds" also includes "moral
obligation" issues which are normally issued by special purpose authorities.

Industrial development bonds ("IDBs") and private activity bonds ("PABs")
are in most cases revenue bonds and are not payable from the unrestricted
revenues of the issuer. The credit quality of IDBs and PABs is usually
directly related to the credit standing of the corporate user of the
facilities being financed. Participation interests are interests in municipal
bonds, including IDBs and PABs, and floating and variable-rate obligations
that are owned by banks. These interests carry a demand feature permitting the
holder to tender them back to the bank, which demand feature is backed by an
irrevocable letter of credit or guarantee of the bank.

A put bond is a municipal bond which gives the holder the unconditional
right to sell the bond back to the issuer at a specified price and exercise
date, which is typically well in advance of the bond's maturity date. Short-
term municipal notes and tax-exempt commercial paper include tax anticipation
notes, bond anticipation notes, revenue anticipation notes, and other forms of
short-term loans.

Yields on municipal securities depend on a variety of factors, including the
general money market conditions, the conditions of the municipal bond market,
the size of the particular offering, the maturity of the obligation, the
financial condition of the issuer and the

25
<PAGE>

rating of the issue. The ability of the Fund to achieve its investment
objective also depends on the continuing ability of the issuers of municipal
securities and participation interests, or the guarantors of either, to meet
their obligations for the payment of interest and principal when due. The
issuer of a municipal obligation may make such payments from money raised
through a variety of sources, including the issuer's general taxing power, a
specific type of tax or a particular facility or project.

CHICAGO TRUST MONEY MARKET FUND:

CHICAGO TRUST MONEY MARKET FUND seeks to provide for its shareowners as high
a level of current income as is consistent with the principles of preservation
of capital and maintenance of liquidity. The Fund will seek to achieve such
objective by investing in a diversified portfolio of money market instruments.
It is the policy of the Fund to maintain a net asset value of $1.00 per share
for purposes of purchases and redemptions, although there can be no assurance
that it will do so. The dollar weighted average maturity of the portfolio can
be no greater than 90 days. The Fund's shares are neither insured nor
guaranteed by the U.S. Government.

In order to attain its investment goal, the Fund will limit its investments
to securities maturing in 397 days or less, such as, but not limited to:
certificates of deposit of banks and Federal savings banks; bankers'
acceptances; Corporate commercial paper; U.S. Government and agency securities;
and repurchase agreements with respect to the above instruments. The Fund may
not invest more than 5% of its total assets in the securities of a single
issuer, except U.S. Government securities.

To be included in the Fund's portfolio of investments, each security must be
denominated in United States dollars, be of minimal credit risk, and be high-
quality. The Fund's investments are limited to those which, in accordance with
standards established by the Trustees, are believed to present minimal credit
risk. Therefore, the Fund will not purchase a security (other than U.S.
Government securities) unless the security is: (1) rated with the highest
ratings assigned to short-term debt securities by at least two nationally
recognized statistical rating agencies (or, if not rated or rated by only one
agency, is determined to be of comparable quality by the Investment Advisor);
or (2) is rated by at least two such agencies within their two highest ratings
assigned to short-term debt securities (or, if not rated or rated by only one
agency, is determined to be of comparable quality by the Investment Advisor)
and not more than 5% of the assets of the Fund would be invested in such
securities. The purchase of unrated and single rated securities by the Fund
must be ratified by the Board of Trustees. Determinations of comparable quality
shall be made in accordance with procedures established by the Board of
Trustees.

Because of the high-quality and short maturity of the Fund's investments, the
Fund's yield may be lower than that of funds that invest in lower rated
securities and securities of longer maturities. The yield on money market
instruments is very sensitive to short-term lending conditions. In addition,
there is an element of risk in such money market instruments since an issuer
may become insolvent and default in meeting interest and principal payments.

Please refer to the policies and risk disclosures, as well as the other
specified practices with respect to this Fund, in the section of this
Prospectus titled "INVESTMENT STRATEGIES AND RISK CONSIDERATIONS".

26
<PAGE>

INVESTMENT STRATEGIES AND RISK CONSIDERATIONS

IN GENERAL

Shareowners should understand that all investments involve risk and there can
be no guarantee against loss resulting from an investment in the Funds, nor can
there be any assurance that the Funds' investment objectives will be attained.
Unless otherwise indicated, all percentage limitations governing the
investments of the Funds apply only at the time of transaction. Accordingly, if
a percentage restriction is adhered to at the time of investment, a later
increase or decrease in the percentage represented by such investment which
results from a relative change in values or from a change in a Fund's total
assets will not be considered a violation.

GOVERNMENT OBLIGATIONS

ALL FUNDS may invest in obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities to the extent described above.
Obligations of certain agencies and instrumentalities of the U.S. Government,
such as the Government National Mortgage Association ("GNMA"), are supported by
the full faith and credit of the U.S. Treasury; others, such as those of
Federal Home Loan Banks, are supported by the right of the issuer to borrow
from the Treasury; others, such as those of the Federal National Mortgage
Association ("FNMA"), are supported by the discretionary authority of the U.S.
Government to purchase the agency's obligations; still others, such as those of
the Student Loan Marketing Association, are supported only by the credit of the
instrumentality. No assurance can be given that the U.S. Government would
provide financial support to U.S. Government-sponsored instrumentalities if it
is not obligated to do so by law. Some Government obligations may be issued as
variable or floating-rate instruments.

Securities issued or guaranteed by the U.S. Government, its agencies and
instrumentalities have historically involved little risk of loss of principal.
However, due to fluctuations in interest rates, the market value of such
securities may vary during the period of time the shareowner owns shares of the
Funds.

MONEY MARKET SECURITIES

ALL FUNDS may invest in money market securities, including bank obligations
and commercial paper. Bank obligations may include bankers' acceptances,
negotiable certificates of deposit, and non-negotiable time deposits earning a
specified return, issued for a definite period of time by a U.S. bank that is a
member of the Federal Reserve System or is insured by the Federal Deposit
Insurance Corporation, or by a savings and loan association or savings bank
that is insured by the Federal Deposit Insurance Corporation. Bank obligations
also include U.S. dollar-denominated obligations of foreign branches of U.S.
banks or of U.S. branches of foreign banks, all of the same type as domestic
bank obligations. Investments in bank obligations are limited to the
obligations of financial institutions having more than $1 billion in total
assets at the time of purchase. Investments by CHICAGO TRUST MONEY MARKET FUND
in non-negotiable time deposits are limited to no more than 5% of its total
assets at the time of purchase.

27
<PAGE>

Domestic and foreign banks are subject to extensive but different government
regulations which may limit the amount and types of their loans and the
interest rates that may be charged. In addition, the profitability of the
banking industry is largely dependent upon the availability and cost of funds
to finance lending operations and the quality of underlying bank assets.

Investments in obligations of foreign branches of U.S. banks and of U.S.
branches of foreign banks may subject a Fund to additional investment risks,
including future political and economic developments, the possible imposition
of withholding taxes on interest income, possible seizure or nationalization
of foreign deposits, the possible establishment of exchange controls, or the
adoption of other foreign governmental restrictions which might adversely
affect the payment of principal and interest on such obligations. In addition,
foreign branches of U.S. banks and U.S. branches of foreign banks may be
subject to less stringent reserve requirements and to different accounting,
auditing, reporting, and record keeping standards than those applicable to
domestic branches of U.S. banks. Investments in the obligations of U.S.
branches of foreign banks or foreign branches of U.S. banks will be made only
when the Investment Advisor believes that the credit risk with respect to the
investment is minimal.

Commercial paper may include variable and floating-rate instruments, which
are unsecured instruments that permit the interest on indebtedness thereunder
to vary. Variable-rate instruments provide for periodic adjustments in the
interest rate. Floating-rate instruments provide for automatic adjustment of
the interest rate whenever some other specified interest rate changes. Some
variable and floating-rate obligations are direct lending arrangements between
the purchaser and the issuer and there may be no active secondary market.
However, in the case of variable and floating-rate obligations with the demand
feature, a Fund may demand payment of principal and accrued interest at a time
specified in the instrument or may resell the instrument to a third party. In
the event an issuer of a variable or floating-rate obligation defaulted on its
payment obligation, a Fund might be unable to dispose of the note because of
the absence of a secondary market and could, for this or other reasons, suffer
a loss to the extent of the default. Substantial holdings of variable and
floating-rate instruments could reduce portfolio liquidity.

BORROWING

ALL FUNDS may not borrow money or issue senior securities, except that each
Fund may borrow from banks or enter into reverse repurchase agreements for
temporary purposes in amounts up to 10% of the value of its total assets. The
Funds may not mortgage, pledge, or hypothecate any assets, except that each
Fund may mortgage, pledge, or hypothecate its assets in connection with any
such borrowing and in amounts not in excess of the lesser of the dollar
amounts borrowed or 10% of the value of the total assets of the Fund. A Fund
will not purchase securities while its borrowings (including reverse
repurchase agreements) exceed 5% of its total assets. The Funds may borrow
money as a temporary measure for extraordinary purposes or to facilitate
redemptions. No Fund will borrow money in excess of 25% of the value of its
total assets. The Funds have no intention of increasing their net income
through borrowing. Any borrowing will be done from a bank with the required
asset coverage of at least 300%. In the event that such asset coverage shall
at any time fall below 300%, the Fund shall, within three days thereafter (not
including Sundays or holidays) or such longer period as the SEC may prescribe
by rules and regulations, reduce the amount of its borrowings to such an
extent that the asset coverage of such borrowings shall be at least 300%.

28
<PAGE>

ILLIQUID SECURITIES

ALL FUNDS may invest up to 15% (10% in the case of CHICAGO TRUST MONEY MARKET
FUND) of their respective net assets in securities which are illiquid. Illiquid
securities will generally include, but are not limited to: repurchase
agreements and time deposits with notice/termination dates in excess of seven
days; unlisted over-the-counter options; interest rate, currency and mortgage
swap agreements; interest rate caps, floors and collars; and certain securities
which are subject to trading restrictions because they are not registered under
the Securities Act of 1933 (the "1933 Act").

REPURCHASE AGREEMENTS

ALL FUNDS may enter into repurchase agreements pursuant to which a Fund
purchases portfolio assets from a bank or broker-dealer concurrently with an
agreement by the seller to repurchase the same assets from the Fund at a later
date at a fixed price. Repurchase agreements are considered, under the 1940
Act, to be collateralized loans by a Fund to the seller secured by the
securities transferred to the Fund. Repurchase agreements will be fully
collateralized by securities in which the Fund may invest directly. Such
collateral will be marked-to-market daily. If the seller of the underlying
security under the repurchase agreement should default on its obligation to
repurchase the underlying security, a Fund may experience delay or difficulty
in exercising its right to realize upon the security and, in addition, may
incur a loss if the value of the security should decline, as well as
disposition costs in liquidating the security. No more than 15% of each Fund's
net assets (10% in the case of CHICAGO TRUST MONEY MARKET FUND) will be
invested in illiquid securities, including repurchase agreements which have a
maturity of longer than seven days. A Fund must treat each repurchase agreement
as a security for tax diversification purposes and not as cash, a cash
equivalent or receivable.

REVERSE REPURCHASE AGREEMENTS

ALL FUNDS may enter into reverse repurchase agreements with banks and broker-
dealers. Reverse repurchase agreements involve sales by a Fund of portfolio
assets concurrently with an agreement by that Fund to repurchase the same
assets at a later date at a fixed price. During the reverse repurchase
agreement period, the Fund continues to receive principal and interest payments
on these securities. During the time a reverse repurchase agreement is
outstanding, the Fund will maintain a segregated custodial account consisting
of cash, U.S. Government securities or other high-grade liquid debt obligations
having a value at least equal to the repurchase price. Reverse repurchase
agreements are considered to be borrowings by the Fund, and as such are subject
to the investment limitations discussed above under the sub-section titled
"Borrowing".

RULE 144A SECURITIES

ALL FUNDS may purchase securities which are not registered under the 1933 Act
but which can be sold to "qualified institutional buyers" in accordance with
Rule 144A under the 1933 Act. Any such security will not be considered illiquid
so long as it is determined by the Investment Advisor or Sub-Investment
Advisor, under guidelines approved by the Company's Board of Trustees, that an
adequate trading market exists for that security. This investment practice
could have the effect of increasing the level of illiquidity in a Fund during
any period that qualified institutional buyers become uninterested in
purchasing these restricted securities. The ability to sell to qualified
institutional buyers under Rule 144A is a recent development, and it is not
possible to predict how this market will develop.

29
<PAGE>

SECURITIES LENDING

ALL FUNDS may seek additional income from time to time by lending their
respective portfolio securities on a short-term basis to banks, brokers and
dealers under agreements. Loans of portfolio securities by each Fund will be
collateralized by cash held in non-interest bearing demand accounts, letters of
credit or securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities which will be maintained at all times in an
amount equal to the current market value of the loaned securities. No Fund may
make such loans in excess of 25% of the value of its total assets. The major
risk to which the Funds would be exposed on a loan transaction is the risk that
the borrower would become bankrupt at a time when the value of the security
goes up. Therefore, a Fund will only enter into loan arrangements after a
review by the Investment Advisor, subject to overall supervision by the Board
of Trustees, including a review of the creditworthiness of the borrowing
broker-dealer or other institution and then only if the consideration to be
received from such loans would justify the risk. Creditworthiness will be
monitored on an ongoing basis by the Investment Advisor.

SECURITIES OF OTHER INVESTMENT COMPANIES

ALL FUNDS may invest in securities issued by other investment companies which
invest in securities in which the particular Fund is permitted to invest and
which determine their net asset value per share based on the amortized cost or
penny-rounding method. In addition, each Fund may invest in securities of other
investment companies within the limits prescribed by the 1940 Act, which
include limits to its investments in securities issued by other investment
companies so that, as determined immediately after a purchase of such
securities is made: (i) not more than 5% of the value of the Fund's total
assets will be invested in the securities of any one investment company; (ii)
not more than 10% of its total assets will be invested in the aggregate in
securities of investment companies as a group; and (iii) not more than 3% of
the outstanding voting stock of any one investment company will be owned by the
Fund or Funds as a whole. The Funds are subject to additional limitations in
these purchases as described under "INVESTMENT RESTRICTIONS" in the Statement
of Additional Information. As a shareowner of another investment company, each
Fund would bear, along with other shareowners, its pro rata portion of the such
investment company's expenses, including advisory fees. These expenses would be
in addition to the advisory and other expenses that a Fund bears directly in
connection with its own operations.

SHORT-TERM TRADING

ALL FUNDS may engage in short-term trading. Securities may be sold in
anticipation of a market decline or purchased in anticipation of a market rise
and later sold. In addition, a security may be sold and another purchased at
approximately the same time to take advantage of what a Fund believes to be a
temporary disparity in the normal yield relationship between the two
securities. Such trading may be expected to increase a Fund's portfolio
turnover rate and the expenses incurred in connection with such trading. The
Funds anticipate that their annual portfolio turnover rates will generally not
exceed 100%.

30
<PAGE>

HIGH-YIELD/HIGH-RISK SECURITIES

CHICAGO TRUST GROWTH & INCOME FUND, CHICAGO TRUST TALON FUND, CHICAGO TRUST
ASSET ALLOCATION FUND, CHICAGO TRUST BOND FUND, and CHICAGO TRUST MUNICIPAL
BOND FUND may invest in securities with high yields and high risks. Fixed
income securities which are rated below "Baa3" by Moody's or "BBB-" by S&P,
frequently referred to as "junk bonds", are considered to have speculative
characteristics and changes in economic conditions or other circumstances are
more likely to lead to a weakened capacity to make principal and interest
payments than in the case of higher-rated securities. Such securities are
subject to a substantial degree of credit risk.

CHICAGO TRUST GROWTH & INCOME FUND may invest up to 10% of its assets in such
securities. CHICAGO TRUST TALON FUND, CHICAGO TRUST ASSET ALLOCATION FUND,
CHICAGO TRUST BOND FUND, and CHICAGO TRUST MUNICIPAL BOND FUND may each invest
up to 20% of their respective assets in such securities. Medium- and low-grade
bonds held by a Fund may be issued as a consequence of corporate
restructurings, such as leveraged buy-outs, mergers, acquisitions, debt
recapitalizations or similar events. Also, these bonds are often issued by
smaller, less creditworthy companies or by highly leveraged firms which are
generally less able than more financially stable firms to make scheduled
payments of interest and principal. The risks posed by bonds issued under such
circumstances are substantial. Also, during an economic downturn or substantial
period of rising interest rates, highly leveraged issuers may experience
financial stress which would adversely affect their ability to service
principal and interest payment obligations, to meet projected business goals
and to obtain additional financing. Changes by recognized rating agencies in
their rating of any security and in the ability of an issuer to make payments
of interest and principal will also ordinarily have a more dramatic effect on
the values of these investments than on the values of higher-rated securities.
Such changes in value will not affect cash income derived from these
securities, unless the issuers fail to pay interest or dividends when due. Such
changes will, however, affect a Fund's net asset value per share. There can be
no assurance that diversification will protect a Fund from widespread bond
defaults brought about by a sustained economic downturn.

Please see "General Risk Factors" below and refer to the Statement of
Additional Information for a more detailed discussion of the applicable risk
considerations.

ASSET-BACKED SECURITIES

31
<PAGE>

collateral might be unavailable or inadequate to support payments on asset-
backed securities is greater than in the case for mortgage-backed securities.
Falling interest rates generally result in an increase in the rate of
prepayments of mortgage loans while rising interest rates generally decrease
the rate of prepayments. An acceleration in prepayments in response to sharply
falling interest rates will shorten the security's average maturity and limit
the potential appreciation in the security's value relative to a conventional
debt security. Please see "General Risk Factors" below and refer to the
Statement of Additional Information for a more detailed discussion of the
applicable risk considerations.

MORTGAGE-BACKED SECURITIES

MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST GROWTH & INCOME FUND, CHICAGO
TRUST ASSET ALLOCATION FUND, MONTAG & CALDWELL BALANCED FUND, CHICAGO TRUST
BOND FUND, and CHICAGO TRUST MUNICIPAL BOND FUND may invest in mortgage-backed
securities which represent interests in, or are secured by and payable from,
pools of mortgage loans, including collateralized mortgage obligations. These
securities may be U.S. Government mortgage-backed securities, which are issued
or guaranteed by a U.S. Government agency or instrumentality (though not
necessarily backed by the full faith and credit of the United States), such as
GNMA, FNMA, and Federal Home Loan Mortgage Corporation certificates. Other
mortgage-backed securities are issued by private issuers, generally originators
of and investors in mortgage loans, including savings associations, mortgage
bankers, commercial banks, investment bankers, and special purpose entities.
These private mortgage-backed securities may be supported by U.S. Government
mortgage-backed securities or some form of non-government credit enhancement.
Mortgage-backed securities have either fixed or adjustable interest rates. The
rate of return on mortgage-backed securities may be affected by prepayments of
principal on the underlying loans, which generally increase as interest rates
decline; as a result, when interest rates decline, holders of these securities
normally do not benefit from appreciation in market value to the same extent as
holders of other non-callable debt securities. In addition, like other debt
securities, the values of mortgage-related securities, including government and
government-related mortgage pools, generally will fluctuate in response to
market interest rates. Please see "General Risk Factors" below and refer to the
Statement of Additional Information for a more detailed discussion of the
applicable risk considerations.

STRIPPED MORTGAGE SECURITIES

MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST GROWTH & INCOME FUND, CHICAGO
TRUST ASSET ALLOCATION FUND, MONTAG & CALDWELL BALANCED FUND, CHICAGO TRUST
BOND FUND, and CHICAGO TRUST MUNICIPAL BOND FUND may purchase participations in
trusts that hold U.S. Treasury and agency securities and may also purchase zero
coupon U.S. Treasury obligations, Treasury receipts and other stripped
securities that evidence ownership in either the future interest payments or
the future principal payments on U.S. Government obligations. These
participations are issued at a discount to their face value and may exhibit
greater price volatility than ordinary debt securities because of the manner in
which their principal and interest are returned to investors. The Funds will
only invest in government-backed mortgage securities. The Investment Advisor
will consider liquidity needs of a Fund when any

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investment in zero coupon obligations is made. Although stripped mortgage
securities are purchased and sold by institutional investors through several
investment banking firms acting as brokers or dealers, these securities were
only recently developed. As a result, established trading markets have not yet
been fully developed; accordingly, certain of these securities which are backed
by other than fixed rate mortgages may be deemed to be illiquid. Please see
"General Risk Factors" below and refer to the Statement of Additional
Information for a more detailed discussion of the applicable risk
considerations.

FOREIGN SECURITIES

MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST GROWTH & INCOME FUND, CHICAGO
TRUST TALON FUND, CHICAGO TRUST ASSET ALLOCATION FUND, and MONTAG & CALDWELL
BALANCED FUND may invest in foreign securities. Investment in foreign
securities is subject to special investment risks that differ in some respects
from those related to investments in securities of U.S. domestic issuers. Such
risks include: political, social or economic instability in the country of the
issuer; the difficulty of predicting international trade patterns; the
possibility of the imposition of exchange controls; expropriation; limits on
removal of currency or other assets; nationalization of assets; foreign
withholding and income taxation; and foreign trading practices (including
higher trading commissions, custodial charges and delayed settlements). Such
securities may be subject to greater fluctuations in price than securities
issued by U.S. corporations or issued or guaranteed by the U.S. Government, its
agencies or instrumentalities. The markets on which such securities trade may
have less volume and liquidity, and may be more volatile, than securities
markets in the U.S. In addition, there may be less publicly available
information about a foreign company than about a U.S. domiciled company.
Foreign companies generally are not subject to uniform accounting, auditing and
financial reporting standards comparable to those applicable to U.S. domestic
companies. There is generally less government regulation of securities
exchanges, brokers and listed companies abroad than in the U.S. Confiscatory
taxation or diplomatic developments could also affect investment in those
countries.

In addition, foreign branches of U.S. banks, foreign banks and foreign
issuers may be subject to less stringent reserve requirements and to different
accounting, auditing, reporting, and record keeping standards than those
applicable to domestic branches of U.S. banks and U.S. domestic issuers.

For many foreign securities, U.S. dollar-denominated American Depository
Receipts, or ADRs, which are traded in the United States on exchanges or over-
the-counter, are issued by domestic banks. ADRs represent the right to receive
securities of foreign issuers deposited in a domestic bank or a correspondent
bank. ADRs do not eliminate the risk inherent in investing in the securities of
foreign issuers. However, by investing in ADRs rather than directly in stock of
foreign issuers, a Fund can avoid currency risks during the settlement period
for either purchases or sales. In general, there is a large, liquid market in
the United States for many ADRs. The information available for ADRs is subject
to the accounting, auditing and financial reporting standards of the domestic
market or exchange on which they are traded, which standards are more uniform
and more exacting than those to which many foreign issuers may be subject. The
above Funds may also invest in European Depository Receipts, or EDRs, which are
receipts evidencing an arrangement with a European bank similar to that for
ADRs and are designed for use in the European securities markets.

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<PAGE>

Certain ADRs and EDRs, typically those denominated as unsponsored, require
the holders thereof to bear most of the costs of such facilities while issuers
of sponsored facilities normally pay more of the costs thereof. The depository
of an unsponsored facility frequently is under no obligation to distribute
shareowner communications received from the issuer of the deposited securities
or to pass through the voting rights to facility holders in respect to the
deposited securities, whereas the depository of a sponsored facility typically
distributes shareowner communications and passes through the voting rights.

DERIVATIVE INVESTMENTS

The term "derivatives" has been used to identify a range and variety of
financial instruments. In general, a derivative is commonly defined as a
financial instrument whose performance and value are derived, at least in part,
from another source, such as the performance of an underlying asset, or a
specific security, or an index of securities. As is the case with other types
of investments, a Fund's derivative instruments may entail various types and
degrees of risk, depending upon the characteristics of a derivative instrument
and the Fund's overall portfolio.

Each Fund permitted the use of derivatives may engage in such practices for
hedging purposes, or to maintain liquidity, or in anticipation of changes in
the composition of its portfolio holdings. No Fund will engage in derivative
investments purely for speculative purposes. A Fund will invest in one or more
derivatives only to the extent that the instrument under consideration is
judged by the Investment Advisor to be consistent with the Fund's overall
investment objective and policies. In making such judgment, the potential
benefits and risks will be considered in relation to the Fund's other portfolio
investments.

Where not specified, investment limitations with respect to a Fund's
derivative instruments will be consistent with such Fund's existing percentage
limitations with respect its overall investment policies and restrictions.
While not a fundamental policy, the total of all instruments deemed derivative
in nature by the Investment Advisor will generally not exceed 20% of total
assets for any Fund which is permitted the use of such instruments; however, as
this policy is not fundamental, it may be changed from time to time when deemed
appropriate by the Board of Trustees. Listed below, including risks and
policies with respect thereto, are the types of securities in which certain
Funds are permitted to invest which are considered by the Investment Advisor to
be derivative in nature.

1. OPTIONS:

A call option enables the purchaser, in return for the premium paid, to
purchase securities from the writer of the option at an agreed price up to an
agreed date. The advantage is that the purchaser may hedge against an increase
in the price of securities it ultimately wishes to buy or may take advantage of
a rise in a particular index. A Fund will only purchase call options to the
extent premiums paid on all outstanding call options do not exceed 20% of such
Fund's total assets. A Fund will only sell or write call options on a covered
basis (e.g. on securities it holds in its portfolio).

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<PAGE>

A put option enables the purchaser of the option, in return for the premium
paid, to sell the security underlying the option to the writer at the exercise
price during the option period, and the writer of the option has the obligation
to purchase the security from the purchaser of the option. The advantage is
that the purchaser can be protected should the market value of the security
decline or should a particular index decline. A Fund will only purchase put
options to the extent that the premiums on all outstanding put options do not
exceed 20% of a Fund's total assets. A Fund will only purchase put options on a
covered basis and write put options on a secured basis. Cash or other
collateral will be held in a segregated account for such options. A Fund will
receive premium income from writing put options, although it may be required,
when the put is exercised, to purchase securities at higher prices than the
current market price. At the time of purchase, a Fund will receive premium
income from writing call options, which may offset the cost of purchasing put
options and may also contribute to a Fund's total return. A Fund may lose
potential market appreciation if the judgment of its Investment Advisor or Sub-
Investment Advisor is incorrect with respect to interest rates, security prices
or the movement of indices.

An option on a securities index gives the purchaser of the option, in return
for the premium paid, the right to receive cash from the seller equal to the
difference between the closing price of the index and the exercise price of the
option.

Closing transactions essentially let a Fund offset put options or call
options prior to exercise or expiration. If a Fund cannot effect a closing
transaction, it may have to hold a security it would otherwise sell or deliver
a security it might want to hold.

A Fund may use options traded on U.S. exchanges, and to the extent permitted
by law, options traded over-the-counter. It is the position of the Securities
and Exchange Commission ("SEC") that over-the-counter options are illiquid.
Accordingly, a Fund will invest in such options only to the extent consistent
with its 15% limit on investments in illiquid securities. Please see "General
Risk Factors" below and refer to the Statement of Additional Information for a
more detailed discussion of the applicable risk considerations.

2. FORWARD COMMITMENTS, WHEN-ISSUED SECURITIES, AND DELAYED-DELIVERY
TRANSACTIONS:

MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST GROWTH & INCOME FUND, CHICAGO
TRUST TALON FUND, CHICAGO TRUST ASSET ALLOCATION FUND, MONTAG & CALDWELL
BALANCED FUND, CHICAGO TRUST BOND FUND, and CHICAGO TRUST MUNICIPAL BOND FUND
may purchase or sell securities on a when-issued or delayed-delivery basis and
make contracts to purchase or sell securities for a fixed price at a future
date beyond customary settlement time. Securities purchased or sold on a when-
issued, delayed-delivery, or forward commitment basis involve a risk of loss if
the value of the security to be purchased declines prior to the settlement
date. Although a Fund would generally purchase securities on a when-issued,
delayed-delivery, or forward commitment basis with the intention of acquiring
the securities, a Fund may dispose of such securities prior to settlement if
its Investment Advisor or Sub-Investment Advisor deems it appropriate to do so.
Please see "General Risk Factors" below and refer to the Statement of
Additional Information for a more detailed discussion of the applicable risk
considerations.

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<PAGE>

3. FUTURES CONTRACTS AND RELATED OPTIONS:

MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST GROWTH & INCOME FUND, CHICAGO
TRUST TALON FUND, CHICAGO TRUST ASSET ALLOCATION FUND, MONTAG & CALDWELL
BALANCED FUND, CHICAGO TRUST BOND FUND, and CHICAGO TRUST MUNICIPAL BOND FUND
may engage in futures contracts and options on futures contracts for hedging
purposes or to maintain liquidity. However, a Fund may not purchase or sell a
futures contract unless immediately after any such transaction the sum of the
aggregate amount of margin deposits on its existing futures positions and the
amount of premiums paid for related options is 5% or less of its total assets,
after taking into account unrealized profits and unrealized losses on any such
contracts. At maturity, a futures contract obligates a Fund to take or make
delivery of certain securities or the cash value of a securities index. A Fund
may sell a futures contract in order to offset a decrease in the market value
of its portfolio securities that might otherwise result from a market decline.
A Fund may do so either to hedge the value of its portfolio of securities as a
whole, or to protect against declines, occurring prior to sales of securities,
in the value of the securities to be sold. Conversely, a Fund may purchase a
futures contract in anticipation of purchases of securities. In addition, a
Fund may utilize futures contracts in anticipation of changes in the
composition of its portfolio holdings.

Any gain derived by the Fund from the use of such instruments will be treated
as a combination of short-term and long-term capital gain and, if not offset by
realized capital losses incurred by the Fund, will be distributed to
shareowners and will be taxable to shareowners as a combination of ordinary
income and long-term capital gain.

A Fund may purchase and sell call and put options on futures contracts traded
on an exchange or board of trade. When a Fund purchases an option on a futures
contract, it has the right to assume a position as a purchaser or seller of a
futures contract at a specified exercise price at any time during the option
period. When a Fund sells an option on a futures contract, it becomes obligated
to purchase or sell a futures contract if the option is exercised. In
anticipation of a market advance, a Fund may purchase call options on futures
contracts as a substitute for the purchase of futures contracts to hedge
against a possible increase in the price of securities which a Fund intends to
purchase. Similarly, if the market is expected to decline, a Fund might
purchase put options or sell call options on futures contracts rather than sell
futures contracts. In connection with a Fund's position in a futures contract
or option thereon, a Fund will create a segregated account of liquid assets,
such as cash, U.S. Government securities or other liquid high-grade debt
obligations, or will otherwise cover its position in accordance with applicable
requirements of the SEC. Please see "General Risk Factors" below and refer to
the Statement of Additional Information for a more detailed discussion of the
applicable risk considerations.

4. INTEREST RATE SWAPS:

CHICAGO TRUST ASSET ALLOCATION FUND, CHICAGO TRUST BOND FUND, and CHICAGO
TRUST MUNICIPAL BOND FUND, in order to help enhance the value of their
respective portfolios, or manage exposure to different types of investments,
each of these Funds may enter into interest rate, currency, and mortgage swap
agreements and may purchase and sell interest rate "caps", "floors", and
"collars".

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<PAGE>

In a typical interest rate swap agreement, one party agrees to make regular
payments equal to a floating interest rate on a specified amount in return for
payments equal to a fixed interest rate on the same amount for a specified
period. Swaps involve the exchange between a Fund and another party of their
respective rights to receive interest, e.g., an exchange of fixed-rate payments
for floating-rate payments. For example, if a Fund holds an interest-paying
security whose interest rate is reset once a year, it may swap the right to
receive interest at this fixed-rate for the right to receive interest at a rate
that is reset daily. Such a swap position would offset changes in the value of
the underlying security because of subsequent changes in interest rates. This
would protect a Fund from a decline in the value of the underlying security due
to rising rates, but would also limit its ability to benefit from falling
interest rates. A Fund will enter into interest rate swaps only on a net basis
(i.e. the two payment streams will be netted out, with the Fund receiving or
paying as the case may be, only the net amount of the two payments). The net
amount of the excess, if any, of a Fund's obligations over its entitlements
with respect to each interest rate swap, will be accrued on a daily basis and
an amount of cash or liquid high-grade debt securities having an aggregate net
asset value at least equal to the accrued excess, will be maintained in a
segregated account by the Company's custodian bank.

Interest rate swaps do not involve the delivery of securities or other
underlying assets or principal. Thus, if the other party to an interest rate
swap defaults, a Fund's risk of loss consists of the net amount of interest
payments that the Fund is contractually entitled to receive. Please see
"General Risk Factors" below and refer to the Statement of Additional
Information for a more detailed discussion of the applicable risk
considerations.

GENERAL RISK FACTORS

1. OPTIONS, FUTURES, AND FORWARD CONTRACTS:

MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST GROWTH & INCOME FUND, CHICAGO
TRUST TALON FUND, CHICAGO TRUST ASSET ALLOCATION FUND, MONTAG & CALDWELL
BALANCED FUND, CHICAGO TRUST BOND FUND, and CHICAGO TRUST MUNICIPAL BOND FUND
may engage in such investment practices. The primary risks associated with the
use of futures contracts and options are: (i) imperfect correlation between the
change in market value of the securities held by a Fund and the price of
futures contracts and options; (ii) possible lack of a liquid secondary market
for a futures contract and the resulting inability to close a futures contract
when desired; (iii) losses, which are potentially unlimited, due to
unanticipated market movements; and (iv) the Investment Advisor's or the Sub-
Investment Advisor's inability to predict correctly the direction of security
prices, interest rates and other economic factors. For a further discussion,
see "INVESTMENT POLICIES AND RISK CONSIDERATIONS" in the Statement of
Additional Information.

2. FIXED INCOME INVESTING:

MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST GROWTH & INCOME FUND, CHICAGO
TRUST TALON FUND, CHICAGO TRUST ASSET ALLOCATION FUND, MONTAG & CALDWELL
BALANCED FUND, CHICAGO TRUST BOND FUND, and CHICAGO TRUST MUNICIPAL BOND FUND
may engage in fixed income investment practices. There are two principal types
of risks associated with investing in debt securities: (1) market (or interest
rate) risk and (2) credit risk.

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<PAGE>

Market risk relates to the change in market value caused by fluctuations in
prevailing rates, while credit risk relates to the ability of the issuer to
make timely interest payments and to repay the principal upon maturity. The
value of debt securities will normally increase in periods of falling interest
rates; conversely, the value of these instruments will normally decline in
periods of rising interest rates.

In an effort to obtain maximum income consistent with its investment
objective, each of the above Funds may, at times, change the average maturity
of its investment portfolio, consistent with a three- to ten-year weighted
average maturity range, by investing a larger portion of its assets in
relatively longer-term obligations when periods of declining interest rates are
anticipated and, conversely, emphasizing shorter- and intermediate-term
maturities when a rise in interest rates is indicated.

Credit risk refers to the possibility that a bond issuer will fail to make
timely payments of interest or principal. The ability of an issuer to make such
payments could be affected by general economic conditions, litigation,
legislation or other events including the bankruptcy of the issuer. For a
further discussion, see "INVESTMENT POLICIES AND RISK CONSIDERATIONS" in the
Statement of Additional Information.

EXPERIENCE OF SUB-INVESTMENT ADVISOR

With regard to CHICAGO TRUST TALON FUND, prior to the commencement of
operations of this Fund on September 19, 1994, Talon Asset Management's
investment management history did not include experience with respect to
advising investment companies.

MANAGEMENT OF THE FUNDS

THE BOARD OF TRUSTEES

Under Delaware law, the business and affairs of the Company are managed under
the direction of the Board of Trustees. The Statement of Additional Information
contains the name of each Trustee and background information regarding the
Trustees.

CHICAGO TITLE AND TRUST COMPANY AND THE CHICAGO TRUST COMPANY

Chicago Title and Trust Company ("Chicago Title and Trust"), 171 North Clark
Street, Chicago, Illinois 60601, an Illinois chartered trust company and a
wholly-owned subsidiary of the Alleghany Corporation ("Alleghany") provided
investment advisory services to certain Funds of the Company since their
respective inception dates through October 30, 1995. As described more fully
below, The Chicago Trust Company ("Chicago Trust"), an Illinois corporation,
assumed those responsibilities on October 30, 1995. Such Funds include: CHICAGO
TRUST GROWTH & INCOME FUND; CHICAGO TRUST ASSET ALLOCATION FUND; CHICAGO TRUST
BOND FUND; CHICAGO TRUST MUNICIPAL BOND FUND; CHICAGO TRUST MONEY MARKET FUND;
and CHICAGO TRUST TALON FUND, with Talon Asset Management, Inc. serving as Sub-
Advisor.

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<PAGE>

Chicago Title and Trust and subsidiaries, which has its offices at 171 North
Clark Street, Chicago, Illinois 60601-3294, is the world's largest title
insurance organization, with approximately $1.4 billion in consolidated assets
as of December 31, 1995. Chicago Trust managed approximately $5.5 billion in
assets at December 31, 1995, consisting primarily of pension and profit
sharing accounts, high net worth individuals, families and insurance
companies. Chicago Title and Trust was organized in 1891 and was purchased in
1985 as a wholly-owned subsidiary of the Alleghany Corporation, which is
engaged through its subsidiaries in the business of title insurance,
reinsurance, other financial services and industrial minerals. Alleghany
Corporation is located at Park Avenue Plaza, New York City, New York 10055.

Pursuant to Investment Advisory Agreements with the Company, Chicago Trust
provides an investment program for certain of the Funds in accordance with
their respective investment policies, limitations and restrictions, and
furnishes executive, administrative and clerical services required for the
transaction of each Fund's business.

For providing investment advisory services, the following Funds have agreed
to pay Chicago Trust a monthly fee at the following annual rates, based on
their respective average daily net assets. CHICAGO TRUST GROWTH & INCOME FUND
pays 0.70%. CHICAGO TRUST TALON FUND pays 0.80%, which is higher than the
advisory fees paid by most other funds; however, this fee is comparable with
those of other mutual funds with similar investment objectives. CHICAGO TRUST
ASSET ALLOCATION FUND pays 0.70%, CHICAGO TRUST BOND FUND pays 0.55%, CHICAGO
TRUST MUNICIPAL BOND FUND pays 0.60%, and CHICAGO TRUST MONEY MARKET FUND pays
0.40%.

Chicago Trust has voluntarily undertaken to reimburse CHICAGO TRUST GROWTH &
INCOME FUND, CHICAGO TRUST TALON FUND, CHICAGO TRUST ASSET ALLOCATION FUND,
CHICAGO TRUST BOND FUND, CHICAGO TRUST MUNICIPAL BOND FUND, and CHICAGO TRUST
MONEY MARKET FUND for operating expenses in excess of 1.00%, 1.30%, 1.00%,
0.80%, 0.90%, and 0.50%, respectively. Such fee reimbursements may be
terminated or reduced at the discretion of Chicago Trust. Chicago Trust has
also agreed to waive that portion of its advisory fee equal to the total
expenses of a Fund for any fiscal year which exceeds the permissible limits
applicable to a Fund in any state in which its shares are then qualified for
sale.

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<PAGE>

MONTAG & CALDWELL, INC.

The Investment Advisor for MONTAG & CALDWELL GROWTH FUND and MONTAG &
CALDWELL BALANCED FUND is Montag & Caldwell, Inc., a registered investment
advisor located at 1100 Atlanta Financial Center, 3343 Peachtree Road,
Atlanta, Georgia 30326-1450. As of December 31, 1995, Montag & Caldwell
managed over $5.2 billion in assets, primarily for employee benefit,
endowment, charitable and other institutional clients, as well as high net
worth individuals. Montag & Caldwell was founded in 1945 and was purchased in
1994 as a wholly-owned subsidiary of the Alleghany Corporation. As part of the
October 30, 1995, reorganization of Chicago Title and Trust Company, Montag &
Caldwell became a subsidiary of AAM.

Pursuant to Investment Advisory Agreements with the Company, Montag &
Caldwell provides an investment program for each of these Funds in accordance
with their respective investment policies, limitations and restrictions, and
furnishes executive, administrative and clerical services required for the
transaction of each Fund's business.

For providing investment advisory services, each Fund managed by Montag &
Caldwell pays a monthly fee at the following annual rates based on each Fund's
average daily net assets. MONTAG & CALDWELL GROWTH FUND pays 0.80%, which is
higher than the advisory fees paid by most other funds; however, this fee is
comparable with those of other mutual funds with similar investment
objectives. MONTAG & CALDWELL BALANCED FUND pays 0.75%, which is higher than
the advisory fees paid by most other funds; however, this fee is comparable
with those of other mutual funds with similar investment objectives.

Montag & Caldwell has voluntarily undertaken to reimburse MONTAG & CALDWELL
GROWTH FUND and MONTAG & CALDWELL BALANCED FUND for operating expenses in
excess of 1.30% and 1.25%, respectively. Such fee reimbursements may be
terminated at the discretion of Montag & Caldwell. Montag & Caldwell has also
agreed to waive that portion of its advisory fee equal to the total expenses
of a Fund for any fiscal year which exceeds the permissible limits applicable
to a Fund in any state in which its shares are then qualified for sale.

TALON ASSET MANAGEMENT, INC.

Talon Asset Management, Inc., One North Franklin, Chicago, Illinois 60606,
the Sub-Investment Advisor for CHICAGO TRUST TALON FUND only, is a registered
investment advisor, established in 1984. As of December 31, 1995, Talon
managed over $252 million in assets, primarily for high net worth individuals,
trusts, charitable foundations, employee benefit plans and family
partnerships. Talon is controlled by Terry D. Diamond, its Chairman and Chief
Executive Officer, who is also the Chairman of Talon Securities, Inc., a
registered broker-dealer. Talon has been retained by Chicago Trust pursuant to
a Sub-Investment Advisory Agreement to provide an investment program for
CHICAGO TRUST TALON FUND, subject to supervision of Chicago Trust, in
accordance with the objective and policies of the Fund. For its services,
Talon receives from Chicago Trust an annual fee of: 0.40% of the Fund's first
$8 million in average daily net assets; 0.50% from $8 million to $20 million;
0.70% from $20 million to $250 million; and 0.75% in excess of $250 million.
Prior to September 19, 1994, when CHICAGO TRUST TALON FUND commenced
operations, Talon had not served as an investment advisor to an investment
company.

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<PAGE>

PORTFOLIO MANAGEMENT METHODS

INVESTMENT MANAGEMENT TEAMS

Investment decisions for CHICAGO TRUST GROWTH & INCOME FUND, CHICAGO TRUST
ASSET ALLOCATION FUND, CHICAGO TRUST BOND FUND, CHICAGO TRUST MUNICIPAL BOND
FUND, and CHICAGO TRUST MONEY MARKET FUND are made by an investment management
team at Chicago Trust. Investment decisions for MONTAG & CALDWELL GROWTH FUND
and MONTAG & CALDWELL BALANCED FUND are made by an investment management team
at Montag & Caldwell. Investment decisions for CHICAGO TRUST TALON FUND are
made by an investment management team at Talon. No member of any investment
management team is primarily responsible for making recommendations for
portfolio purchases.

THE CHICAGO TRUST COMPANY

Chicago Trust manages debt securities around a benchmark maturity reference
point. Emphasis is placed upon diversification, issuer credit analysis, sector
rotation, and security selection. A portfolio's average maturity is normally
kept within +/-25% of the benchmark. Market timing is not employed, but
maturities are gradually adjusted within the prescribed limits based upon the
longer-term outlook for bond returns. Research concentrates on sector
analysis, credit quality research, and careful security selection. Credit
research is performed internally to identify improving or deteriorating credit
situations using sources such as Moody's, S&P, and Duff & Phelps. Credit
spreads among various quality, maturity, and group characteristics are
monitored to determine pricing inefficiencies. Purchase and sale activity is
driven by the results of sector analysis, credit research and, interest rate
outlook.

The equity performance objective is to produce returns above the S&P 500
Index over the long-term. Stock selection is the critical component of the
equity philosophy. Chicago Trust purchases stocks in companies believed to
have superior financial strength and proven growth characteristics. The equity
style concentrates on quality and growth. Risk is monitored through key
valuation techniques. A strict sell discipline is employed, although the focus
is on the long-term.

The investment decision-making process begins with a series of fundamental
"screens", where the Investment Advisor identifies approximately 300 companies
which in certain respects exceed the average characteristics over the past
five years of the companies included in the S&P 500 Index. These
characteristics include: (i) sales and operating earnings greater than the S&P
500; (ii) more stable earnings growth rates; (iii) lower debt levels than the
S&P 500; (iv) higher return on equity; (v) market capitalization over $400
million; and (vi) a lower price to earnings ratio. Chicago Trust selects
securities believed to have superior relative strength and technical patterns.

A key component of the equity process is the sell discipline. Chicago Trust
looks for sale candidates when one or more of the following criteria exist:
(i) deteriorating company fundamentals; (ii) the stock no longer meets our
purchase criteria; (iii) the stock's relative strength drops below a critical
threshold; and (iv) technically, the stock appears vulnerable to further
decline.

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<PAGE>

MONTAG & CALDWELL, INC.

The Montag & Caldwell equity performance objective is to produce solid
returns over the long-term. Equity portfolios are managed with a fundamental
selection process in which valuation of the long-term earning power of the
company is interrelated with expected rate of growth in short-term reported
earnings for that company. Among the factors important in the valuation
process are: the estimated per share earning power of the company's assets;
return on equity; long-term estimated reported earnings growth rate; financial
strength; capital structure; competitive position; and quality of management.
Securities are selected based upon extensive research and seasoned judgement
of experienced professionals. Industry group weightings and asset allocation
are incorporated in the selection process.

TALON ASSET MANAGEMENT, INC.

Evaluating the business prospects of individual companies is the core of
Talon's analytical approach. The value of stocks will be measured by: earnings
potential; cash flow; dividend growth; book value; and other financial
criteria. Talon prefers dynamics of growth, but a reluctance to pay excessive
premiums for growth is implicit in its management style. The preference is
always for a better business rather than mediocrity at an apparent attractive
valuation. Preferred stocks and debt securities may be used to decrease
volatility and capital risk of the portfolio.

ADMINISTRATION OF THE FUNDS

THE UNDERWRITER

Fund/Plan Broker Services, Inc. ("FPBS"), #2 West Elm Street, Conshohocken,
Pennsylvania 19428-0874, was engaged pursuant to an Underwriting Agreement,
dated November 30, 1993, as amended June 16, 1994, March 15, 1995, and
December 21, 1995, for the limited purpose of acting as Underwriter to
facilitate the registration of shares of each of the Funds under state
securities laws and to assist in the sale of shares.

THE ADMINISTRATOR AND SUB-ADMINISTRATOR

Chicago Trust acts as the Company's Administrator pursuant to an
Administration Agreement with the Company. For services provided as
Administrator, Chicago Trust receives a fee at the annual rate of: 0.09% of
the first $200 million of average daily net assets of the Company; 0.05% of
the next $300 million of such average daily net assets; and 0.03% on assets in
excess of $500 million.

Pursuant to a Sub-Administration Agreement, Fund/Plan Services, Inc.
("Fund/Plan"), #2 West Elm Street, Conshohocken, Pennsylvania 19428-0874, acts
as Sub-Administrator and receives a fee equal to the annual rate paid to
Chicago Trust as Administrator. The Sub-Administrator also retains a portion
of the Funds' custody fees.

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The services provided to the Funds under these Agreements include: the
coordination and monitoring of any third parties furnishing services to the
Funds; providing the necessary office space, equipment and personnel to perform
administrative and clerical functions for the Funds; preparing, filing and
distributing proxy materials, periodic reports to shareowners, registration
statements and other documents; and responding to shareowner inquiries.

THE TRANSFER AGENT AND FUND ACCOUNTING/PRICING AGENT

Fund/Plan also performs the following duties in its capacity as Transfer
Agent to each Fund: maintains the records of each shareowner's account; answers
shareowner inquiries concerning accounts; processes purchases and redemptions
of Fund shares; acts as dividend and distribution disbursing agent; and
performs other shareowner service functions. Shareowner inquiries should be
addressed to the Transfer Agent at (800) 992-8151.

Fund/Plan also performs certain accounting and pricing services for the
Funds, including the daily calculation of the Funds' respective net asset
values.

THE CUSTODIAN

UMB Bank, N.A., 928 Grand Avenue, Kansas City, Missouri 64106, is Custodian
for the cash and securities of each Fund.

EXPENSES

Each Fund shall be responsible for all of its own expenses. Such expenses may
include, but are not limited to: management fees; legal expenses; audit fees;
printing costs (e.g., cost of printing annual reports, semi-annual reports and
prospectuses which are distributed to existing shareowners); brokerage
commissions; the expenses of registering and qualifying the Funds' shares for
sale with the SEC and with various state securities commissions; fees and
expenses of the Funds' Custodian, Administrator, Sub-Administrator and Transfer
Agent; the expenses of obtaining quotations of portfolio securities; and
pricing of the Funds' shares. General expenses which are not associated
directly with any particular Fund within the Company (e.g., insurance premiums,
Trustees' fees, expenses of maintaining the Company's legal existence and of
shareowners' meetings, and fees and expenses of industry organizations) are
allocated between the various Funds on an equitable basis.

PURCHASE OF SHARES

IN GENERAL

Shares of each Fund may be purchased directly from the Fund at the net asset
value next determined after receipt of the order in proper form by the Transfer
Agent. The minimum initial and subsequent investments for new and existing
accounts, including Individual Retirement Accounts ("IRAs"), is $50 for each
Fund. There is no sales load or charge in connection with the purchase of
shares. The Company reserves the right to reject any purchase order and to
suspend the offering of shares of any Fund. Each Fund also reserves the right
to vary the initial and additional investment minimums. In addition, Fund/Plan
may waive the minimum initial investment requirement for any investor.

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Purchase orders for shares of a Fund which are received by Fund/Plan in
proper form, including money order, check or bank draft, by 4:00 p.m. Eastern
Time on any day that the New York Stock Exchange ("NYSE") is open for trading
will be purchased at such Fund's net asset value determined that day, except
that orders and payment for CHICAGO TRUST MONEY MARKET FUND must be received
by 1:00 p.m. Eastern Time. For CHICAGO TRUST MONEY MARKET FUND, your purchase
will be processed at the net asset value calculated after your investment has
been converted to federal funds. If you invest by check, or non-federal funds
wire, allow one business day after receipt for conversion into federal funds.
If you wire money in the form of federal funds, your money will be invested at
the share price next determined after receipt of the wire. Except for CHICAGO
TRUST MONEY MARKET FUND, orders for shares received in proper form after 4:00
p.m. will be priced at the net asset value determined on the next day that the
NYSE is open for trading.

Each Fund may accept telephone orders from broker-dealers or service
organizations which have been previously approved by a Fund. It is the
responsibility of such broker-dealers or service organizations to promptly
forward purchase orders and payments for same to the Company. Shares of a Fund
may be purchased through broker-dealers, banks, and bank trust departments
which may charge the investor a transaction fee or other fee for their
services at the time of purchase. Such fees would not otherwise be charged if
the shares were purchased directly from the Company.

Purchases may be made in one of the following ways:

INITIAL PURCHASES BY MAIL

Shares of each Fund may be purchased initially by completing the application
accompanying this Prospectus and mailing it to the Transfer Agent, together
with a check payable to "CT&T FUNDS", c/o Fund/Plan Services, Inc., #2 West
Elm Street, P.O. Box 874, Conshohocken, Pennsylvania 19428-0874.

INITIAL PURCHASES BY WIRE

An investor desiring to purchase shares of any Fund by wire should call
Fund/Plan first at (800) 992-8151 and request an account number and furnish
the Fund with your tax identification number. Following such notification to
Fund/Plan, federal funds and registration instructions should be wired through
the Federal Reserve System to:

UMB BANK KC NA
ABA # 10-10-00695
FOR: FUND/PLAN SERVICES, INC.
A/C 98-7037-071-9
FBO "(use exact name) Fund"
"SHAREOWNER NAME AND ACCOUNT NUMBER"

A completed application with signature(s) of registrant(s) must be filed
with the Transfer Agent immediately subsequent to the initial wire. Investors
should be aware that some banks may impose a wire service fee.

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<PAGE>

SUBSEQUENT INVESTMENTS

Once an account has been opened, subsequent purchases in the minimum amounts
specified above may be made by mail, bank wire, exchange or by telephone. When
making additional investments by mail, simply return the remittance portion of
a previous confirmation with your investment in the envelope provided. Your
check should be made payable to "CT&T FUNDS" and mailed to the CT&T Funds, c/o
Fund/Plan Services, Inc., P.O. Box 412797, Kansas City, MO 64141-2797.

All investments must be made in U.S. dollars, and, to avoid fees and delays,
checks must be drawn only on banks located in the U.S. A charge ($20 minimum)
will be imposed if any check used for the purchase of shares is returned. The
Funds and Fund/Plan each reserve the right to reject any purchase order in
whole or in part.

EXCHANGE OF SHARES

IN GENERAL

Shares of any of the Funds within the Company may be exchanged for shares of
any of the other Funds within the Company. The Company currently consists of
the following Funds: MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST GROWTH &
INCOME FUND, CHICAGO TRUST TALON FUND, CHICAGO TRUST ASSET ALLOCATION FUND,
MONTAG & CALDWELL BALANCED FUND, CHICAGO TRUST BOND FUND, CHICAGO TRUST
MUNICIPAL BOND FUND, and CHICAGO TRUST MONEY MARKET FUND.

The exchange privilege is a convenient way to respond to changes in your
investment goals or in market conditions. This privilege is not designed for
frequent trading in response to short-term market fluctuations. You may make
exchanges by mail or by telephone if you have previously elected the telephone
authorization privilege on the application form. The telephone exchange
privilege may be difficult to implement during times of drastic economic or
market changes. The purchase of shares for any Fund through an exchange
transaction is accepted at the net asset value next determined. You should keep
in mind that for tax purposes, an exchange is treated as a redemption and a new
purchase, each at net asset value of the appropriate Fund. The Funds and
Fund/Plan reserve the right to limit, amend, impose charges upon, terminate or
otherwise modify the exchange privilege on 60 days' prior written notice to
shareowners.

Exchanges may be made only for shares of a Fund then offering its shares for
sale in your state of residence and are subject to the minimum initial
investment requirement. Requests for telephone exchanges must be received by
Fund/Plan by the close of regular trading on the NYSE (currently 4:00 p.m.
Eastern Standard Time) on any day that the NYSE is open for regular trading.

REDEMPTION OF SHARES

IN GENERAL

Shares of each Fund may be redeemed without charge on any business day that
the NYSE is open for business. Redemptions will be effective at the net asset
value per share next determined after the receipt by the Transfer Agent of a
redemption request meeting the

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<PAGE>

requirements described below. All Funds will forward redemption proceeds in
compliance with applicable SEC rules. Each Fund normally sends redemption
proceeds on the next business day, but in any event redemption proceeds are
sent within seven calendar days of receipt of a redemption request in proper
form. Payment may also be made by wire directly to any bank previously
designated by the shareowner in a shareowner account application. A shareowner
will be charged $20 for redemptions by wire. Also, please note that the
shareowner's bank may impose a fee for this wire service.

Except as noted below, redemption requests received in proper form by the
Transfer Agent prior to the close of regular trading hours on the NYSE on any
business day that the Fund calculates its per share net asset value are
effective that day.

Redemption requests received after the close of the NYSE are effective as of
the time the net asset value per share is next determined. No redemption will
be processed until the Transfer Agent has received a completed application with
respect to the account.

The Funds will satisfy redemption requests in cash to the fullest extent
feasible, so long as such payments would not, in the opinion of the Board of
Trustees, result in the necessity of a Fund to sell assets under
disadvantageous conditions or to the detriment of the remaining shareowners of
the Fund. Pursuant to the Company's Declaration of Trust, payment for shares
redeemed may be made either in cash or in-kind, or partly in cash and partly
in-kind. However, the Company has elected pursuant to Rule 18f-1 under the 1940
Act to redeem its shares solely in cash up to the lesser of $250,000 or 1% of
the net asset value of the Fund, during any ninety-day period for any one
shareowner. Payments in excess of this limit by any of the Funds will also be
made wholly in cash unless the Board of Trustees believes that economic
conditions exist which would make such a practice detrimental to the best
interests of any such Fund. Any portfolio securities paid or distributed in-
kind would be valued as described under "NET ASSET VALUE". In the event that an
in-kind distribution is made, a shareowner may incur additional expenses, such
as the payment of brokerage commissions, on the sale or other disposition of
the securities received from a Fund. In-kind payments need not constitute a
cross-section of the Fund's portfolio.

MINIMUM BALANCES

Due to the relatively high cost of maintaining smaller accounts, the Funds
reserve the right to involuntarily redeem shares in any account for its then
current net asset value (which will be promptly paid to the shareowner) if at
any time the total investment does not have a value of at least $50. The
shareowner will be notified that the value of his or her account is less than
the required minimum and will be allowed at least sixty days to bring the value
of the account up to the minimum before the redemption is processed.

Shares may be redeemed in one of the following ways:

REDEMPTIONS BY MAIL

Shareowners may submit a written request for redemption to: CT&T Funds, c/o
Fund/Plan Services, Inc., #2 West Elm Street, P.O. Box 874, Conshohocken,
Pennsylvania 19428-0874. The request must be in good order which means that it
must: (i) identify the shareowner's account name and account number; (ii) state
the fund name, (iii) state the number of shares to be redeemed; and (iv) be
signed by each registered owner exactly as the shares are registered.

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<PAGE>

To prevent fraudulent redemptions, a signature guarantee for the signature
of each person in whose name the account is registered is required on all
written redemption requests over $10,000. A guarantee may be obtained from any
commercial bank, trust company, savings and loan association, federal savings
bank, a member firm of a national securities exchange or other eligible
financial institution. Credit unions must be authorized to issue signature
guarantees; notary public endorsements will not be accepted. The Transfer
Agent may require additional supporting documents for redemptions made by
corporations, executors, administrators, trustees, guardians, and retirement
plans.

A redemption request will not be deemed to be properly received until the
Transfer Agent receives all required documents in proper form. Questions with
respect to the proper form for redemption requests should be directed to the
Transfer Agent at (800) 992-8151.

REDEMPTIONS BY TELEPHONE

Shareowners who have so indicated on the application, or have subsequently
arranged in writing to do so, may redeem shares by instructing the Transfer
Agent by telephone at (800) 992-8151.

In order to arrange for redemption by wire or telephone after an account has
been opened, or to change the bank or account designated to receive redemption
proceeds, a written request must be sent to the Transfer Agent at the address
listed under "Redemptions by Mail" above. Such requests must be signed by the
shareowner, with signatures guaranteed (see "Redemptions by Mail" for details
regarding signature guarantees). Further documentation may be requested from
corporations, executors, administrators, trustees, or guardians.

The Funds reserve the right to refuse a wire or telephone redemption if it
is believed advisable to do so. Procedures for redeeming Fund shares by wire
or telephone may be modified or terminated at any time by any of the Funds.
Neither the Funds nor any of their service contractors will be liable for any
loss or expense in acting upon telephone instructions that are reasonably
believed to be genuine. In attempting to confirm that telephone instructions
are genuine, the Funds will use such procedures as are considered reasonable,
including requesting a shareowner to correctly state his or her Fund account
number, the name in which his or her account is registered, his or her social
security number, banking institution, bank account number, and the name in
which his or her bank account is registered. To the extent that the Funds fail
to use reasonable procedures to verify the genuineness of telephone
instructions, it and/or its service contractors may be liable for any such
instructions that prove to be fraudulent or unauthorized.

Shares of the Funds may be redeemed through certain broker-dealers, banks
and bank trust departments who may charge the investor a transaction fee or
other fee for their services at the time of redemption. Such fees would not
otherwise be charged if the shares were redeemed from the Company.

REDEMPTION BY CHECKS (CHICAGO TRUST MONEY MARKET FUND ONLY)

If you are a shareowner of CHICAGO TRUST MONEY MARKET FUND and have elected
the free checkwriting option on the account application form, you will receive
checks that you

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<PAGE>

may use to make payments to any person or business. There is no limit on the
number of checks you may write, but each check must be for at least $500. You
will continue to earn dividends on shares redeemed until the checks are
presented to Fund/Plan for payment. An account cannot be closed using the
checkwriting privilege. There is currently no charge to shareowners for
checkwriting, but the Funds reserve the right to impose a charge in the future.
There is a $30 charge for bounced checks. Checkwriting may be suspended or
terminated at any time upon notice to investors.

ACCOUNT OPTIONS

IN GENERAL

The following special services are available to shareowners. There are no
charges for the programs noted below and an investor may change or stop these
plans at any time by written notice to the Funds.

AUTOMATIC INVESTING

This service allows you to make regular investments once your account is
established. You simply authorize the automatic withdrawal of funds from your
bank account into the Fund of your choice. The minimum initial and subsequent
investment pursuant to this plan is $50 per month. Your initial account must be
established prior to participating in this plan. Please complete the
appropriate section on the new account application enclosed with this
Prospectus.

SYSTEMATIC WITHDRAWAL PROGRAM

The Funds offer a Systematic Withdrawal Program as another option which may
be utilized by an investor who wishes to withdraw funds from his or her account
on a regular basis. To participate in this option, an investor must either own
or purchase shares having a value of $50,000 or more. Automatic payments by
check will be mailed to the investor on either a monthly, quarterly, semi-
annual, or annual basis in amounts of $50 or more. All withdrawals are
processed on the 25th of the month or, if such day is not a business day, on
the next business day and paid promptly thereafter.

INDIVIDUAL RETIREMENT ACCOUNTS

An IRA is a tax-deferred retirement savings account that may be used by an
individual under age 70 1/2 who has compensation or self-employment income and
his or her unemployed spouse, or an individual who has received a qualified
distribution from his or her employer's retirement plan. The minimum purchase
requirement for IRAs is $50 for each Fund. Because income generated from an IRA
is tax-deferred, CHICAGO TRUST MUNICIPAL BOND FUND may not be used for this
plan.

DISTRIBUTION PLANS

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<PAGE>

The Plans authorize a Fund to compensate FPBS for the following: (1)
services rendered by FPBS pursuant to the Underwriting Agreement between the
Company and FPBS; (2) payments FPBS makes to financial institutions and
industry professionals, such as insurance companies, investment counselors,
accountants, estate planning firms and broker-dealers, including Chicago Trust
and its affiliates and subsidiaries, Talon Securities, Inc. (an affiliate of
Talon) and the affiliates and subsidiaries of FPBS (collectively,
"Participating Organizations), in consideration for distribution services
provided or expenses assumed in connection with distribution assistance,
market research, and promotional services, including printing and distributing
prospectuses to persons other than current shareowners of a Fund, printing and
distributing advertising and sales literature and reports to shareowners used
in connection with the sale of a Fund's shares, and personnel and
communication equipment used in servicing shareowner accounts and prospective
shareowner inquiries; and (3) payments FPBS makes to Participating
Organizations pursuant to an agreement to provide administrative support
services to the holders of a Fund's shares. Participating Organizations that
are compensated for distribution services may be required to register as
dealers in certain jurisdictions.

Payments of compensation for market research and promotional services may be
based in whole or in part on a percentage of the regular salary expense for
those employees of such entity engaged in marketing research and promotional
services specifically relating to the distribution of Fund shares based on the
amount of time devoted by such employees to such activities, and any out-of-
pocket expenses associated with the distribution of Fund shares.

FPBS and Chicago Trust have entered into an Underwriter Compensation
Agreement. This Agreement provides that Chicago Trust will bear the fees and
expenses due FPBS for serving as Underwriter of the CHICAGO TRUST MONEY MARKET
FUND, and will make supplemental payments to FPBS to the extent that the fees
and expenses due to FPBS for acting as Underwriter for the NON-MONEY MARKET
FUNDS exceed amounts payable to FPBS under the Plan. If payments under the
Plan exceed the fees and expenses due to FPBS for serving as Underwriter for
the NON-MONEY MARKET FUNDS, any excess may be paid to Chicago Trust to
reimburse it for services provided pursuant to the Plan.

All such payments made by a Fund pursuant to its Plan shall be made for the
purpose of selling shares issued by the Fund. Distribution expenses which are
attributable to a particular Fund will be charged against that Fund's assets.
Distribution expenses which are attributable to more than one Fund will be
allocated among the Funds in proportion to their relative net assets.

NET ASSET VALUE

The net asset value per share of each Fund is computed as of the close of
regular trading on the NYSE. The NYSE is closed on New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas.

The net asset value per share is computed by adding the value of all
securities and other assets in the portfolio, deducting any liabilities
(expenses and fees are accrued daily) and dividing by the number of shares
outstanding. The portfolio securities of each Fund listed or

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<PAGE>

traded on a stock exchange are valued at the latest sale price. If no sale
price is reported, the mean of the latest bid and asked prices is used.
Securities traded over-the-counter are priced at the mean of the latest bid
and asked prices. When market quotations are not readily available, securities
and other assets are valued at fair value as determined in good faith by the
Board of Trustees.

Bonds are valued through valuations obtained from a commercial pricing
service or at the most recent mean of the bid and asked prices provided by
investment dealers in accordance with procedures established by the Board of
Trustees. Options, futures and options on futures are valued at the settlement
price as determined by the appropriate clearing corporation.

The securities held in the portfolio of CHICAGO TRUST MONEY MARKET FUND, and
the debt securities with maturities of sixty days or less held by the other
Funds, are valued at amortized cost. When a security is valued at amortized
cost, it is valued at its cost when purchased, and thereafter by assuming a
constant amortization to maturity of any discount or premium, regardless of
the impact of fluctuating interest rates on the market value of the
instrument.

DIVIDENDS AND TAXES

DIVIDENDS

CHICAGO TRUST MONEY MARKET FUND'S net investment income is declared daily
and paid monthly as a dividend to shareowners of record at the close of
business on the day of declaration. In order to receive the dividend for that
day, the shareowner's purchase of shares must be effective as of 1:00 p.m.
Eastern Time. Income dividends, when available, are declared and paid monthly
for CHICAGO TRUST BOND FUND and CHICAGO TRUST MUNICIPAL BOND FUND. Dividends
from net investment income will be declared and paid quarterly and at year-end
by MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST GROWTH & INCOME FUND, CHICAGO
TRUST TALON FUND, CHICAGO TRUST ASSET ALLOCATION FUND, and MONTAG & CALDWELL
BALANCED FUND. Any aggregate net profits realized from the sale of portfolio
securities are distributed at least once each year unless they are used to
offset losses carried forward from prior years, in which case no such gain
will be distributed.

Income dividends and capital gain distributions are reinvested automatically
in additional shares at net asset value, unless you elect to receive them in
cash. Distribution options may be changed at any time by requesting a change
in writing. Any check in payment of dividends or other distributions which
cannot be delivered by the Post Office or which remains uncashed for a period
of more than one year may be reinvested in the shareowner's account at the
then current net asset value and the dividend option may be changed from cash
to reinvest. Dividends are reinvested on the ex-dividend date (the "ex-date")
at the net asset value determined at the close of business on that date.
Please note that shares purchased shortly before the record date for a
dividend or distribution may have the effect of returning capital although
such dividends and distributions are subject to taxes.

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<PAGE>

TAXES

Each Fund intends to qualify as a "regulated investment company" under the
Internal Revenue Code (the "Code"). Such qualification relieves a Fund of
liability for Federal income taxes to the extent the Fund's earnings are
distributed in accordance with the Code. Each Fund is treated as a separate
corporate entity for Federal tax purposes. Distributions of any net investment
income and of any net realized short-term capital gains are taxable to
shareowners as ordinary income. All distributions may be subject to state and
local taxes. Distributions of net capital gain (the excess of net long-term
capital gain over net short-term capital loss) are taxable to shareowners as
long-term capital gain regardless of how long a shareowner may have held
shares of a Fund. The tax treatment of distributions of ordinary income or
capital gains will be the same whether the shareowner reinvests the
distributions or elects to receive them in cash. A distribution will be
treated as paid on December 31 of the current calendar year if it is declared
in October, November or December with a record date in such a month and paid
during January of the following calendar year. Such distributions will be
taxable to shareowners in the calendar year in which the distributions are
declared, rather than the calendar year in which the distributions are
received.

Shareowners will be advised annually of the source and tax status of all
distributions for Federal income tax purposes. Dividends and distributions may
be subject to state and local income taxes. Further information regarding the
tax consequences of investing in the Funds is included in the Statement of
Additional Information. The above discussion is intended for general
information only. Investors should consult their own tax advisors for more
specific information on the tax consequences of particular types of
distributions.

In the case of CHICAGO TRUST MUNICIPAL BOND FUND, distributions of dividends
derived from tax-exempt interest will generally be exempt from Federal income
tax to shareowners, but any distributions of net short-term gains or taxable
interest will be taxable, and such dividends may be subject to state and local
taxes. However, shareowners of the Fund must include the portion of dividends
paid by the Fund that is attributable to interest on AMT bonds in their
Federal alternative minimum taxable income. Those distributions that are not
tax-exempt are taxable when they are paid, whether in cash or by reinvestment
in additional shares, except that distributions declared in December and paid
in the following January are taxable as if they were paid on December 31.

Redemptions of Fund shares, and the exchange of shares between two Funds of
the Company, are taxable events and, accordingly, shareowners may realize
capital gains or losses on these transactions.

Shareowners may be subject to back-up withholding on reportable dividend and
redemption payments ("back-up withholding") if a certified taxpayer
identification number is not on file with the Fund, or if, to the Fund's
knowledge, an incorrect number has been furnished. An individual's taxpayer
identification number is his/her social security number.

PERFORMANCE OF THE FUNDS

IN GENERAL

Depending on the investment objective of a Fund, performance, whether it be
"yield", "effective yield", "total return", or "average annual total return",
may be advertised to

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<PAGE>

present or prospective shareowners. The figures are based on historical
performance and should not be considered representative of future results. The
value of an investment in a Fund will fluctuate and an investor's shares, when
redeemed, may be worth more or less than their original cost. Performance
information for a Fund may be compared to various unmanaged indices such as
the Dow Jones Industrial Averages and the S&P 500, and to the performance of
other mutual funds tracked by mutual fund rating services. Further information
about the performance of the Funds is included in the Statement of Additional
Information, which may be obtained without charge by contacting the Fund at
(800) 992-8151.

TOTAL RETURN

Total Return is defined as the change in value of an investment in a Fund
over a particular period, assuming that all distributions have been
reinvested. Thus, total return reflects not only income earned, but also
variations in share prices at the beginning and end of the period. Average
annual total return is determined by computing the annual compound return over
a stated period of time that would have produced a Fund's cumulative total
return over the same period if the Fund's performance had remained constant
throughout.

YIELD

Yield refers to net income generated by an investment over a particular
period of time, which is annualized (assumed to have been generated for one
year) and expressed as an annual percentage rate. Effective yield is yield
assuming that all distributions are reinvested. Effective yield will be
slightly higher than the yield because of the compounding effect of the
assumed investment. Yield for CHICAGO TRUST MONEY MARKET FUND over a seven-day
period is called current yield. For CHICAGO TRUST BOND FUND and CHICAGO TRUST
MUNICIPAL BOND FUND, yield is calculated by dividing the net investment income
per share earned during a thirty-day period by the maximum offering price per
share on the last day of the period, and annualizing the result.

TAX-EQUIVALENT YIELD

CHICAGO TRUST MUNICIPAL BOND FUND also measures its performance by a tax-
equivalent yield. This reflects the taxable yield that an investor at the
highest marginal Federal income tax rate would have to receive to equal the
primarily tax-exempt yield from this Fund. Tax-equivalent yield is calculated
by dividing the municipal yield by the difference between 100% and an
investor's marginal tax rate.

GENERAL INFORMATION

ORGANIZATION

Each Fund (a "Fund") is a separate, diversified, series of CT&T Funds (the
"Company"), a Delaware Business Trust organized pursuant to a Trust Instrument
dated September 10, 1993. The Company is registered under the 1940 Act as an
open-end management investment company, commonly known as a mutual fund. The
Trustees of the Company may establish additional series or classes of shares
without the approval of shareowners. The assets of each series belong only to
that series, and the liabilities of each series are borne solely by that
series and no other.

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<PAGE>

DESCRIPTION OF SHARES

Each Fund is authorized to issue an unlimited number of shares of beneficial
interest without par value. Shares of each Fund represent equal proportionate
interests in the assets of that Fund only and have identical voting, dividend,
redemption, liquidation, and other rights. All shares issued are fully paid and
non-assessable, and shareowners have no preemptive or other right to subscribe
to any additional shares and no conversion rights. Currently, there is only one
class of shares issued by the Company. Each Fund is controlled by Chicago
Trust, which owns of record 25% or more of the outstanding shares of each Fund
except CHICAGO TRUST TALON FUND. See "Voting Rights" below and "PRINCIPAL
HOLDERS OF SECURITIES" in the Statement of Additional Information.

VOTING RIGHTS

Each issued and outstanding full and fractional share of a Fund is entitled
to one full and fractional vote in the Fund and all shares of each Fund
participate equally in regard to dividends, distributions, and liquidations
with respect to that Fund. Shareowners do not have cumulative voting rights. On
any matter submitted to a vote of shareowners, shares of each Fund will vote
separately except when a vote of shareowners in the aggregate is required by
law, or when the Trustees have determined that the matter affects the interests
of more than one Fund, in which case the shareowners of all such Funds shall be
entitled to vote thereon. Chicago Trust may be deemed to be a "control person"
(as defined in the 1940 Act) of certain Funds, because as of January 19, 1996,
it owned of record: 74.58% of MONTAG & CALDWELL GROWTH FUND; 96.70% of CHICAGO
TRUST GROWTH & INCOME FUND; 47.26% of MONTAG & CALDWELL BALANCED FUND; 92.69%
of CHICAGO TRUST BOND FUND; 92.84% of CHICAGO TRUST MUNICIPAL BOND FUND; 95.91%
of CHICAGO TRUST MONEY MARKET FUND; and 99.82% of CHICAGO TRUST ASSET
ALLOCATION FUND.

SHAREOWNER MEETINGS

The Trustees of the Company do not intend to hold annual meetings of
shareowners of the Funds. The Trustees have undertaken to the SEC, however,
that they will promptly call a meeting for the purpose of voting upon the
question of removal of any Trustee when requested to do so by not less than 10%
of the outstanding shareowners of the respective Fund. In addition, subject to
certain conditions, shareowners of each Fund may apply to the Fund to
communicate with other shareowners to request a shareowners' meeting to vote
upon the removal of a Trustee or Trustees.

CERTAIN PROVISIONS OF TRUST INSTRUMENT

Under Delaware law, the shareowners of the Funds will not be personally
liable for the obligations of any Fund; a shareowner is entitled to the same
limitation of personal liability extended to shareowners of corporations. To
guard against the risk that the Delaware law might not be applied in other
states, the Trust Instrument requires that every written obligation of the
Company or a Fund contain a statement that such obligation may only be enforced
against the assets of the Company or Fund and provides for indemnification out
of Company or Fund property of any shareowner nevertheless held personally
liable for Company or Fund obligations.

53
<PAGE>

PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS

The Company will attempt to obtain the best overall price and most favorable
execution of transactions in portfolio securities. However, subject to
policies established by the Board of Trustees of the Company, a Fund may pay a
broker-dealer a commission for effecting a portfolio transaction for a Fund in
excess of the amount of commission another broker-dealer would have charged if
Chicago Trust, Montag & Caldwell or Talon, as appropriate, determines in good
faith that the commission paid was reasonable in relation to the brokerage or
research services provided by such broker-dealer, viewed in terms of that
particular transaction or such firm's overall responsibilities with respect to
the clients, including the Fund, as to which it exercises investment
discretion. In selecting and monitoring broker-dealers and negotiating
commissions, consideration will be given to a broker-dealer's reliability, the
quality of its execution services on a continuing basis and its financial
condition.

Subject to the foregoing considerations, preference may be given in
executing portfolio transactions for a Fund to brokers which have sold shares
of that Fund, and Talon Securities, Inc., an affiliate of Talon, may execute
portfolio transactions for CHICAGO TRUST TALON FUND. Any such transactions,
however, will comply with Rule 17e-1 under the 1940 Act.

SHAREOWNER REPORTS AND INQUIRIES

Shareowners will receive Semi-Annual Reports showing portfolio investments
and other information as of April 30 and Annual Reports audited by independent
accountants as of October 31. Shareowners with inquiries should call the Fund
at (800) 992-8151 or write to CT&T Funds, P.O. Box 874, Conshohocken,
Pennsylvania 19428.

54
<PAGE>

APPENDIX

DEBT RATINGS

MOODY'S INVESTORS SERVICE, INC. describes classifications of corporate bonds
as follows:

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

"AA"--These bonds are judged to be of high-quality by all standards. They are
rated lower than the best bonds because margins of protection may not be as
large as in "Aaa" securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the long-
term risks appear somewhat larger than in "Aaa" securities.

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

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

"BA"--These bonds are judged to have speculative elements; their future cannot
be considered as well assured. Often the protection of interest and principal
payments may be very moderate and thereby not well safeguarded during both
good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

"B"--These bonds generally lack characteristics of the desirable investment.
Assurance of interest and principal payments or of maintenance of other terms
of the contract over any long period of time may be small.

"CAA"--These bonds are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest.

"CA"--These bonds represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

"C"--These bonds are the lowest-rated class of bonds and issues so rated can
be regarded as having extremely poor prospects of ever attaining any real
investment standing.

Moody's may modify a rating of "AA", "A" or "BAA" by adding numerical
modifiers 1, 2, 3 to show relative standing within these categories.

55
<PAGE>

STANDARD & POOR'S CORPORATION describes classifications of corporate and
municipal debt as follows:

"AAA"--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

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

"A"--These bonds have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.

"BBB"--These bonds are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds
in this category than for bonds in the "A" category.

"BB", "B", "CCC", "CC", OR "C"--These bonds are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay
interest and repay principal in accordance with the terms of the obligation.
"BB" indicates the lowest degree of speculation and "C" the highest degree of
speculation. While such bonds will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions. Debt rated "B" has a greater vulnerability to
default but currently has the capacity to meet interest payments and principal
repayments. Debt rated "CCC" has a currently identifiable vulnerability to
default, and is dependent upon favorable business, financial and economic
conditions to meet timely payments of interest and repayment of principal. The
rating "CC" is typically applied to debt subordinated to senior debt which is
assigned an actual or implied "CCC" rating. The rating "C" is typically
applied to debt subordinated to senior debt which is assigned an actual or
implied "CCC-" debt rating.

"CI"--This rating is reserved for income bonds on which no interest is being
paid.

"D"--Debt is in default, and payment of interest and/or repayment of principal
is in arrears.

PLUS (+) OR MINUS (-)--The ratings from "AA" through "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within the
major rating categories.

56
<PAGE>

INVESTMENT ADVISORS

The Chicago Trust Company
171 North Clark Street
Chicago, IL 60601-3294

Montag & Caldwell, Inc.
1100 Atlanta Financial Center
3343 Peachtree Road
Atlanta, GA 30326-1450

SUB-INVESTMENT ADVISOR

Talon Asset Management, Inc.
One North Franklin
Chicago, IL 60606

UNDERWRITER

Fund/Plan Broker Services, Inc.
#2 West Elm Street
Conshohocken, PA 19428-0874

ADMINISTRATOR

The Chicago Trust Company
171 North Clark Street
Chicago, IL 60601-3294

SUB-ADMINISTRATOR AND SHAREOWNER SERVICES

Fund/Plan Services, Inc.
#2 West Elm Street
P.O. Box 874
Conshohocken, PA 19428-0874

CUSTODIAN

UMB Bank, N.A.
928 Grand Avenue
Kansas City, MO 64141

FOR ADDITIONAL INFORMATION ABOUT CT&T FUNDS, CALL:
(800) 992-8151

57
<PAGE>

[LOGO] CT&T FUNDS

New Account Application

For assistance with this application, or for an IRA application, call us at 800-
992-8151.

1. REGISTRATION

Complete A, B or C below. (PLEASE PRINT)

A. Individual or Joint Account*

_________________ _______________________ ___________________ ___________
First Name Last Name Social Security Birthdate

*Registration will be Joint Tenancy with Rights of Survivorship, unless
specified.

B. Gift to Minors

__________________________________________ Under the ____________ UGMA/UTMA
Name of Custodian State

__________________________________________ ________________________________
As Custodian For (name of minor) Minor's Social Security

C. Corporations, Partnerships, Trusts and Others

______________________________________ ___________________________________
Name of Legal Entity Taxpayer Identification Number

____________________________________________________________________________
Name of Fiduciary

_____________________________________
Date of Trust (month, day, year)

2. MAILING ADDRESS

_____________________________________________________________________________
Street City State ZIP Code

__________________________________ ________________________________________
Daytime Telephone Internet Address

If you have an account in another CT&T Fund that is registered under the same
name as above, please list the account number here: _________________________

Citizen Of [_] U.S. [_] Other (please specify) __________________________

SEND DUPLICATE STATEMENTS TO:

_____________________________________________________________________________
Name

_____________________________________________________________________________
Company

_____________________________________________________________________________
Street City State ZIP Code
<PAGE>

<TABLE>
<CAPTION>
3. INVESTMENT INFORMATION Distribution Options

Capital Capital
Capital Gains Gains
Gains and Reinvested, and
Dividends Dividends Dividends
Fund Name Amount or Percentage Reinvested in Cash in Cash
--------- -------- ---------- ---------- ------- -------
<S> <C> <C> <C> <C> <C>
Montag & Caldwell Growth Fund -------- ---------- [_] [_] [_]
Chicago Trust Growth & Income Fund -------- ---------- [_] [_] [_]
Chicago Trust Talon Fund -------- ---------- [_] [_] [_]
Chicago Trust Asset Allocation Fund -------- ---------- [_] [_] [_]
Montag & Caldwell Balanced Fund -------- ---------- [_] [_] [_]
Chicago Trust Bond Fund -------- ---------- [_] [_] [_]
Chicago Trust Municipal Bond Fund -------- ---------- [_] [_] [_]
Chicago Trust Money Market Fund -------- ---------- [_] [_] [_]
Total Investment -------- 100% Dividends and Capital Gains will be
reinvested unless otherwise specified.
</TABLE>

Please make check payable to "CT&T Funds"

4. CT&T AUTOMATIC INVESTMENT PLAN

This service lets you invest automatically on a monthly basis, from your
bank account to your CT&T account. Change or cancel your plan anytime with a
phone call. (The Automatic Investment Plan normally becomes active 20
business days after your application is processed.)

To establish this feature, complete the information below and staple a
preprinted deposit slip or voided check from your bank account. You may
select more than one fund.

<TABLE>
<CAPTION>
Fund Name Monthly Amount Account Number
--------- -------------- ----------------
(if established)
<S> <C> <C>
Montag & Caldwell Growth Fund $------------- ----------------
Chicago Trust Growth & Income Fund $------------- ----------------
Chicago Trust Talon Fund $------------- ----------------
Chicago Trust Asset Allocation Fund $------------- ----------------
Montag & Caldwell Balanced Fund $------------- ----------------
Chicago Trust Bond Fund $------------- ----------------
Chicago Trust Municipal Bond Fund $------------- ----------------
Chicago Trust Money Market Fund $------------- ----------------
Total Investment $------------- ----------------
</TABLE>
<PAGE>

Please start my Automatic Investment Plan on the following date each month:

[_] 10th [_] 15th [_] 20th

---------------------- -----------------------------------------------
Bank Account Number Registration of account to be debited

---------------------- -----------------------------------------------
Name of Bank Street Address

--------------------------------------------------------------------------
City State ZIP Code

Bank's ABA Number (9 digits)
----------------------------------------------

Signature(s) of Bank Account owner(s)
-------------------------------------

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

I (we) understand that my ACH debit will be dated on the day of each month
indicated above. If that day falls on a day in which the NYSE is not open
for business, the debit will occur on the next available business day. I
(we) agree that if such debit is not honored, Fund/Plan Services reserves
the right to discontinue this service and any share purchases made upon such
deposit will be cancelled. I (we) further agree that if the net asset value
of shares purchased is less when said purchase is cancelled than when the
purchase was made, Fund/Plan Services, Inc. shall be authorized to liquidate
other shares or fractions thereof held in my (our) account to make up the
deficiency. This Automatic Investment Plan may be discontinued by Fund/Plan
Services, Inc. upon 30 days written notice or at any time by the investor by
a written notice to Fund/Plan Services, Inc. which is received not later
than 5 business days prior to the above designated investment date.

5. TELEPHONE EXCHANGE AND REDEMPTION

----- Permits exchanges between accounts with identical registrations.

----- I (we) authorize Fund/Plan Services to honor telephone instructions
for my (our) account. Neither the Fund nor Fund/Plan Services will be
liable for properly acting upon telephone instructions believed to be
genuine.

6. FREE CHECKWRITING PRIVILEGES

----- Check here if you would like free checkwriting privileges. There is a
$500 minimum for any check written. Your checkbook will be mailed to
you within two weeks. Please sign below to indicate the authorized
signature for checks written. For a corporate or joint account, please
indicate the number of signatures required to sign the checks.

Authorized Signature(s)
---------------------------------------------------

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

Number of required Signatures
----------
(If blank, only one authorized signature will be required.)
<PAGE>

7. ACKNOWLEDGMENT AND SIGNATURE

Each owner must sign this section.

I am (we are) of legal age, have received and read the Prospectus for the
funds in which I am (we are) investing and agree to the terms therein. Under
penalties of perjury, the account owner hereby certifies that (1) the Tax ID
number is correct and (2) the account owner is not subject to backup
withholding because (a) the account owner has not been notified of being
subject to backup withholding as a result of a failure to report all
interest or dividends, or (b) the Internal Revenue Service has provided
notification that the account owner is no longer subject to backup
withholding.

--------------------------------------------------------------------------
Signature of Individual Signature of Joint Owner Date

--------------------------------------------------------------------------
Signature of Partner, Trustees or Other Date

8. FOR INVESTMENT DEALER INFORMATION ONLY

--------------------------------------- ------------------------------
Firm Name Branch/Branch #

--------------------------------------------------------------------------
Branch Address

--------------------------------------------------------------------------
City State ZIP Code

-------------------------------- ------------------------------------
Rep# Rep's Last Name
<PAGE>

CT&T FUNDS
==========

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

STATEMENT OF ADDITIONAL INFORMATION

FEBRUARY 22, 1996

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

This Statement of Additional Information provides supplementary information
pertaining to shares representing interests in eight investment portfolios of
CT&T Funds -- MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST GROWTH & INCOME FUND,
CHICAGO TRUST TALON FUND, CHICAGO TRUST ASSET ALLOCATION FUND, MONTAG & CALDWELL
BALANCED FUND, CHICAGO TRUST BOND FUND, CHICAGO TRUST MUNICIPAL BOND FUND, and
CHICAGO TRUST MONEY MARKET FUND. This Statement of Additional Information is not
a Prospectus, and should be read only in conjunction with the Prospectus dated
February 22, 1996. No investment in shares should be made without first reading
the Prospectus. A copy of the Prospectus may be obtained without charge from the
Company at the addresses and telephone numbers below.
<TABLE>
<CAPTION>

UNDERWRITER: INVESTMENT ADVISOR TO CERTAIN FUNDS: INVESTMENT ADVISOR TO CERTAIN FUNDS:
- --------------------------------- ------------------------------------ ------------------------------------
<S> <C> <C>
FUND/PLAN BROKER SERVICES, INC. THE CHICAGO TRUST COMPANY MONTAG & CALDWELL, INC.
#2 WEST ELM STREET 171 NORTH CLARK STREET 1100 ATLANTA FINANCIAL CENTER
CONSHOHOCKEN, PA 19428 CHICAGO, IL 60601 3343 PEACHTREE ROAD
(800) 992-8151 (800) 992-8151 ATLANTA, GA 30326-1450
(800) 992-8151
</TABLE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS STATEMENT OF ADDITIONAL INFORMATION OR
IN THE PROSPECTUS IN CONNECTION WITH THE OFFERING MADE BY THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ITS DISTRIBUTOR.
THE PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE COMPANY OR BY THE
DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.

<PAGE>

TABLE OF CONTENTS
=================
PAGE

THE FUNDS............................................................ 56

INVESTMENT POLICIES AND RISK CONSIDERATIONS.......................... 56

INVESTMENT RESTRICTIONS.............................................. 70

TRUSTEES AND OFFICERS................................................ 73

PRINCIPAL HOLDERS OF SECURITIES...................................... 76

INVESTMENT ADVISORY AND OTHER SERVICES

Investment Advisory Agreements.................................... 78
Sub-Investment Advisory Agreement................................. 79
The Administrator and Sub-Administrator........................... 80
The Underwriter................................................... 80

PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS..................... 81

TAXES................................................................ 82

PERFORMANCE INFORMATION.............................................. 84

OTHER INFORMATION.................................................... 88

APPENDICES........................................................... 90

APPENDIX "A":

Audited Financial Statements dated October 31, 1995
-------------------------------------------------------

APPENDIX "B":

Unaudited Financial Statements dated January 31, 1996
-----------------------------------------------------

CHICAGO TRUST ASSET ALLOCATION FUND
<PAGE>

THE FUNDS
---------

CT&T Funds, 171 North Clark Street, Chicago, Illinois 60601, is a no-load,
open-end management investment company which currently offers eight series of
shares of beneficial interest representing separate portfolios of investments:
MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST GROWTH & INCOME FUND, CHICAGO TRUST
TALON FUND, CHICAGO TRUST ASSET ALLOCATION FUND, MONTAG & CALDWELL BALANCED
FUND, CHICAGO TRUST BOND FUND, CHICAGO TRUST MUNICIPAL BOND FUND, and CHICAGO
TRUST MONEY MARKET FUND (collectively referred to as "Funds" or individually as
a "Fund").

INVESTMENT POLICIES AND RISK CONSIDERATIONS
-------------------------------------------

The following supplements the information contained in the Prospectus
concerning the investment policies of the Funds. Except as otherwise stated
below or in the Prospectus, all Funds may invest in the portfolio investments
included in this section. A description of applicable credit ratings is set
forth in the Appendix to the Prospectus.

The investment practices described below, except for the discussion of
portfolio loan transactions, are not fundamental and may be changed by the Board
of Trustees without the approval of the shareowners.

As discussed in the Prospectus, certain of the following investment
instruments are generally considered "derivative" in nature and are so noted.
While not a fundamental policy, each Fund that is permitted the use of such
instruments will generally limit its aggregate holdings of such instruments to
20% or less of its total assets.

RESTRICTED SECURITIES
- ---------------------

Each Fund will limit investments in securities of issuers which the Fund is
restricted from selling to the public without registration under the 1933 Act to
no more than 5% of the Fund's total assets, excluding restricted securities
eligible for resale pursuant to Rule 144A that have been determined to be liquid
by the Company's Board of Trustees.

CONVERTIBLE SECURITIES
- ----------------------

Common stock occupies the most junior position in a company's capital
structure. Convertible securities entitle the holder to exchange the securities
for a specified number of shares of common stock, usually of the same company,
at specified prices within a certain period of time and to receive interest or
dividends until the holder elects to convert. The provisions of any convertible
security determine its ranking in a company's capital structure. In the case of
subordinated convertible debentures, the holder's claims on assets and earnings
are subordinated to the claims of other creditors, and are senior to the claims
of preferred and common shareowners. In the case of preferred stock and
convertible preferred stock, the holder's claims on assets and earnings are
subordinated to the claims of all creditors but are senior to the claims of
common shareowners.

MONEY MARKET INSTRUMENTS AND RELATED RISKS
- ------------------------------------------

Money market instruments in which the Funds may invest include, but are not
limited to the following: short-term corporate obligations; Euro CDS; Yankee
CDS; foreign bankers' acceptances; foreign commercial paper; letter of credit-
backed commercial paper; time deposits; LPS; variable- and floating-rate notes;
and master demand notes.

Euro CDS, Yankee CDS and foreign bankers' acceptances involve risks that are
different from investments in securities of U.S. banks. The major risk, which
is sometimes referred to as "sovereign risk", pertains to possible future
unfavorable political and economic developments, possible withholding taxes,
seizures of foreign deposits, currency controls, interest limitations, or other
governmental restrictions which might affect payment of principal or interest.
Investment in foreign commercial paper also involves risks that are different
<PAGE>

from investments in securities of commercial paper issued by U.S. companies.
Non-U.S. securities markets generally are not as developed or efficient as those
in the United States. Such securities may be less liquid and more volatile than
securities of comparable U.S. corporations. Non-U.S. issuers are not generally
subject to uniform accounting and financial reporting standards, practices and
requirements comparable to those applicable to U.S. issuers. In addition, there
may be less public information available about foreign banks, their branches and
other issuers.

Time Deposits usually trade at a spread over Treasuries of the same maturity.
Investors regard such deposits as carrying some credit risk, which Treasuries do
not; also, investors regard time deposits as being sufficiently less liquid than
Treasuries; hence, investors demand some extra yield for buying time deposits
rather than Treasuries. The investor in a loan participation has a dual credit
risk to both the borrower and also the selling bank. The second risk arises
because it is the selling bank that collects interest and principal and sends it
to the investor.

VARIABLE- AND FLOATING-RATE INSTRUMENTS AND RELATED RISKS
- ---------------------------------------------------------

With respect to the variable- and floating-rate instruments that may be
acquired by MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST ASSET ALLOCATION FUND,
MONTAG & CALDWELL BALANCED FUND, CHICAGO TRUST BOND FUND and CHICAGO TRUST
MUNICIPAL BOND FUND, the Investment Advisor will consider the earning power,
cash flows and other liquidity ratios of the issuers and guarantors of such
instruments and, if the instruments are subject to demand features, will monitor
their financial status with respect to the ability of the issuer to meet its
obligation to make payment on demand. Where necessary to ensure that a
variable- or floating-rate instrument meets a Fund's quality requirements, the
issuer's obligation to pay the principal of the instrument will be backed by an
unconditional bank letter or line of credit, guarantee, or commitment to lend.

Because Variable and Floating-Rate Notes are direct lending arrangements
between the lender and the borrower, it is not contemplated that such
instruments will generally be traded, and there is generally no established
secondary market for these obligations, although they are redeemable at face
value. Accordingly, where these obligations are not secured by letters of credit
or other credit support arrangements, the Fund's right to redeem is dependent on
the ability of the borrower to pay principal and interest on demand.

The same credit research must be done for master demand notes as in accepted
names for potential commercial paper issuers to reduce the chances of a borrower
getting into serious financial difficulties.

LOANS OF PORTFOLIO SECURITIES AND RELATED RISKS
- -----------------------------------------------

The Funds may lend portfolio securities to broker-dealers and financial
institutions provided: (1) the loan is secured continuously by collateral
marked-to-market daily and maintained in an amount at least equal to the current
market value of the securities loaned; (2) a Fund may call the loan at any time
and receive the securities loaned; (3) a Fund will receive any interest or
dividends paid on the loaned securities; and (4) the aggregate market value of
securities loaned by a Fund will not at any time exceed 25% of the total assets
of such Fund.

Collateral will consist of U.S. Government securities, cash equivalents, or
irrevocable letters of credit. Loans of securities involve a risk that the
borrower may fail to return the securities or may fail to maintain the proper
amount of collateral. Therefore, a Fund will only enter into portfolio loans
after a review by the Investment Advisor, under the supervision of the Board of
Trustees, including a review of the creditworthiness of the borrower. Such
reviews will be monitored on an ongoing basis.

LOAN PARTICIPATIONS ("LPS")
- ---------------------------

LPS are loans sold by the lending bank to an investor. The loan participant
borrower may be a company with highly-rated commercial paper that finds it can
obtain cheaper funding through an LP than with commercial paper and can also
increase the company's name recognition in the capital markets. LPS often
generate greater yield than commercial paper.
<PAGE>

The borrower of the underlying loan will be deemed to be the issuer except to
the extent the Fund derives its rights from the intermediary bank which sold the
LPS. Because LPS are undivided interests in a loan made by the issuing bank,
the Fund may not have the right to proceed against the LP borrower without the
consent of other holders of the LPS. In addition, LPS will be treated as
illiquid if, in the judgement of the Investment Advisor, they cannot be sold
within seven days.

FOREIGN BANKERS' ACCEPTANCES
- ----------------------------

Foreign bankers' acceptances are short-term (270 days or less), non-interest-
bearing notes sold at a discount and redeemed by the accepting foreign bank at
maturity for full face value and denominated in U.S. dollars. Foreign bankers'
acceptances are the obligations of the foreign bank involved, to pay a draft
drawn on it by a customer. These instruments reflect the obligation both of the
bank and the drawer to pay the face amount of the instrument upon maturity.

FOREIGN COMMERCIAL PAPER
- ------------------------

Foreign commercial paper consists of short-term unsecured promissory notes
denominated in U.S. dollars, either issued directly by a foreign firm in the
U.S., or issued by a "domestic shell" subsidiary of a foreign firm established
to raise dollars for the firm's operations abroad or for its U.S. subsidiary.
Like commercial paper issued by U.S. companies, foreign commercial paper is
rated by the rating agencies (Moody's, S&P) as to the issuer's creditworthiness.
Foreign commercial paper can potentially provide the investor with a greater
yield than domestic commercial paper.

EURODOLLAR CERTIFICATES OF DEPOSIT ("EURO CDS")
- -----------------------------------------------

A Euro CD is a receipt from a bank for funds deposited at that bank for a
specific period of time at some specific rate of return and denominated in U.S.
dollars. It is the liability of a U.S. bank branch or foreign bank located
outside the U.S. Almost all Euro CDS are issued in London.

YANKEE CERTIFICATES OF DEPOSIT ("YANKEE CDS")
- ---------------------------------------------

Yankee certificates of deposit are certificates of deposit that are issued
domestically by foreign banks. It is a means by which foreign banks may gain
access to U.S. markets through their branches which are located in the United
States, typically in New York.

REPURCHASE AGREEMENTS
- ---------------------

The repurchase price under the repurchase agreements described in the
Prospectus generally equals the price paid by a Fund plus interest negotiated on
the basis of current short-term rates (which may be more or less than the rate
on the securities underlying the repurchase agreement). Repurchase agreements
may be considered to be loans by a Fund under the Investment Company Act of
1940, as amended (the "1940 Act").

The financial institutions with whom a Fund may enter into repurchase
agreements are banks and non-bank dealers of U.S. Government securities that are
listed on the Federal Reserve Bank of New York's list of reporting dealers and
banks, if such banks and non-bank dealers are deemed creditworthy by the
Investment Advisor or Sub-Investment Advisor. The Investment Advisor or Sub-
Investment Advisor will continue to monitor the creditworthiness of the seller
under a repurchase agreement, and will require the seller to maintain during the
term of the agreement the value of the securities subject to the agreement at
not less than the repurchase price.

Each Fund will only enter into a repurchase agreement where the market value
of the underlying security, including interest accrued, will be at all times
equal to or exceed the value of the repurchase agreement. The securities held
subject to a repurchase agreement by CHICAGO TRUST MONEY MARKET FUND may have
stated
<PAGE>

maturities exceeding thirteen months, provided the repurchase agreement itself
matures in less than thirteen months.

REVERSE REPURCHASE AGREEMENTS
- -----------------------------

Reverse repurchase agreements involve the sale of securities held by a Fund
pursuant to a Fund's agreement to repurchase the securities at an agreed upon
price, date and rate of interest. Such agreements are considered to be
borrowings under the 1940 Act, and may be entered into only for temporary or
emergency purposes. While reverse repurchase transactions are outstanding, a
Fund will maintain in a segregated account cash, U.S. Government securities or
other liquid, high-grade debt securities in an amount at least equal to the
market value of the securities, plus accrued interest, subject to the agreement.
Reverse repurchase agreements involve the risk that the market value of the
securities sold by the Fund may decline below the price at which the Fund is
obligated to repurchase such securities.

SECURITIES OF OTHER INVESTMENT COMPANIES
- ----------------------------------------

Each Fund intends to limit its investments in securities issued by other
investment companies so that, as determined immediately after a purchase of such
securities is made: (i) not more than 5% of the value of the Fund's total assets
will be invested in the securities of any one investment company; (ii) not more
than 10% of its total assets will be invested in the aggregate in securities of
investment companies as a group; and (iii) not more than 3% of the outstanding
voting stock of any one investment company will be owned by the Fund as a
whole.

LOWER-GRADE DEBT SECURITIES AND RELATED RISKS
- ---------------------------------------------

The following discussion applies to CHICAGO TRUST GROWTH & INCOME FUND,
CHICAGO TRUST TALON FUND, CHICAGO TRUST ASSET ALLOCATION FUND, CHICAGO TRUST
BOND FUND, and CHICAGO TRUST MUNICIPAL BOND FUND.

Fixed income securities rated lower than "Baa3" by Moody's or "BBB-" by S&P
are considered to be of poor standing and predominantly speculative. Such
securities are subject to a substantial degree of credit risk. Such medium- and
low-grade bonds held by a Fund may be issued as a consequence of corporate
restructurings, such as leveraged buy-outs, mergers, acquisitions, debt
recapitalizations; or similar events. Also, high-yield bonds are often issued
by smaller, less creditworthy companies or by highly leveraged firms, which are
generally less able than more financially stable firms to make scheduled
payments of interest and principal. The risks posed by bonds issued under such
circumstances are substantial.

In the past, the high yields from low-grade bonds have more than compensated
for the higher default rates on such securities. However, there can be no
assurance that diversification will protect the Fund from widespread bond
defaults brought about by a sustained economic downturn, or that yields will
continue to offset default rates on high-yield bonds in the future. Issuers of
these securities are often highly leveraged, so that their ability to service
their debt obligations during an economic downturn or during sustained periods
of rising interest rates may be impaired. In addition, such issuers may not
have more traditional methods of financing available to them, and may be unable
to repay debt at maturity by refinancing. Further, the recent economic
recession has resulted in default levels with respect to such securities in
excess of historic averages.

The value of lower-rated debt securities will be influenced not only by
changing interest rates, but also by the bond market's perception of credit
quality and the outlook for economic growth. When economic conditions appear to
be deteriorating, low- and medium-rated bonds may decline in market value due to
investors' heightened concern over credit quality, regardless of prevailing
interest rates. Adverse publicity and investor perceptions, whether or not
based on fundamental analysis, may decrease the value and liquidity of lower-
rated securities held by a Fund, especially in a thinly traded market. Illiquid
or restricted securities held by a Fund may involve valuation difficulties.
<PAGE>

Especially at such times, trading in the secondary market for high-yield
bonds may become thin and market liquidity may be significantly reduced. Even
under normal conditions, the market for high-yield bonds may be less liquid than
the market for investment-grade corporate bonds. There are fewer securities
dealers in the high-yield market, and purchasers of high-yield bonds are
concentrated among a smaller group of securities dealers and institutional
investors. In periods of reduced market liquidity, high-yield bond prices may
become more volatile.

YOUTH AND GROWTH OF LOWER-RATED SECURITIES MARKET -- The recent growth of the
lower-rated securities market has paralleled a long economic expansion, and it
has not weathered a recession in the market's present size and form. An
economic downturn or increase in interest rates is likely to have an adverse
effect on the lower-rated securities market generally (resulting in more
defaults) and on the value of lower-rated securities contained in the portfolios
of the Funds which hold these securities.

SENSITIVITY TO INTEREST RATE AND ECONOMIC CHANGES -- The economy and interest
rates can affect lower-rated securities differently from other securities. For
example, the prices of lower-rated securities are more sensitive to adverse
economic changes or individual corporate developments than are the prices of
higher-rated investments. Also, during an economic downturn or substantial
period of rising interest rates, highly leveraged issuers may experience
financial stress which would adversely affect their ability to service their
principal and interest payment obligations, to meet projected business goals,
and to obtain additional financing. If the issuer of a lower-rated security
defaulted, a Fund may incur additional expenses to seek recovery. In addition,
periods of economic uncertainty and changes can be expected to result in
increased volatility of market prices of lower-rated securities and a Fund's net
asset values.

LIQUIDITY AND VALUATION -- To the extent that an established secondary market
does not exist and a particular obligation is thinly traded, the obligation's
fair value may be difficult to determine because of the absence of reliable,
objective data. As a result, a Fund's valuation of the obligation and the price
it could obtain upon its disposition could differ. Adverse publicity and
investor perceptions, whether or not based on fundamental analysis, may decrease
the values and liquidity of lower-rated securities held by the Funds, especially
in a thinly traded market.

CREDIT RATINGS -- The credit ratings of Moody's and S&P are evaluations of
the safety of principal and interest payments, not market value risk, of lower-
rated securities. Also, credit rating agencies may fail to timely change the
credit ratings to reflect subsequent events. Therefore, in addition to using
recognized rating agencies and other sources, the Investment Advisor or Sub-
Investment Advisor also performs its own analysis of issuers in selecting
investments for the Funds. The Investment Advisor or Sub-Investment Advisor's
analysis of issuers may include, among other things, historic and current
financial condition, current and anticipated cash flow and borrowing strength of
management, responsiveness to business conditions, credit standing, and current
and anticipated results of operations.

YIELDS AND RATINGS -- The yields on certain obligations are dependent on a
variety of factors, including general market conditions, conditions in the
particular market for the obligation, the financial condition of the issuer, the
size of the offering, the maturity of the obligation and the ratings of the
issue. The ratings of Moody's and S&P represent their respective opinions as to
the quality of the obligations they undertake to rate. Ratings, however, are
general and are not absolute standards of quality. Consequently, obligations
with the same rating, maturity and interest rate may have different market
prices.

While any investment carries some risk, certain risks associated with lower-
rated securities are different from those for investment-grade securities. The
risk of loss through default is greater because lower-rated securities are
usually unsecured and are often subordinate to an issuer's other obligations.
Additionally, the issuers of these securities frequently have high debt levels
and are thus more sensitive to difficult economic conditions, individual
corporate developments, and rising interest rates. Consequently, the market
price of these securities may be quite volatile and may result in wider
fluctuations of a Fund's net asset value per share. A description of various
bond ratings appears in the Appendix to the Prospectus.
<PAGE>

OPTIONS AND RELATED RISKS
- -------------------------

All Funds except CHICAGO TRUST MONEY MARKET FUND may buy put and call options
and write covered call and secured put options. These options are generally
considered to be derivative securities. Such options may relate to particular
securities, stock indices, or financial instruments and may or may not be listed
on a national securities exchange and issued by the Options Clearing
Corporation. Options trading is a highly specialized activity which entails
greater than ordinary investment risk. Options on particular securities may be
more volatile than the underlying securities, and therefore, on a percentage
basis, an investment in options may be subject to greater fluctuation than an
investment in the underlying securities themselves.

These Funds will write call options only if they are "covered". In the case
of a call option on a security, the option is "covered" if a Fund owns the
security underlying the call or has an absolute and immediate right to acquire
that security without additional cash consideration (or, if additional cash
consideration is required, liquid assets, such as cash, U.S. Government
securities, or other liquid high-grade debt obligations in such amount are held
in a segregated account by its custodian) upon conversion or exchange of other
securities held by it. For a call option on an index, the option is covered if
a Fund maintains with its custodian a diversified stock portfolio, or liquid
assets equal to the contract value.

A call option is also covered if a Fund holds a call on the same security or
index as the call written where the exercise price of the call held is; (i)
equal to or less than the exercise price of the call written; or (ii) greater
than the exercise price of the call written provided the difference is
maintained by the Fund in liquid assets such as cash, U.S. Government securities
and other high-grade debt obligations in a segregated account with its
custodian. The Funds will write put options only if they are "secured" by
liquid assets maintained in a segregated account by the Funds' Custodian in an
amount not less than the exercise price of the option at all times during the
option period.

A Fund's obligation to sell a security subject to a covered call option
written by it, or to purchase a security subject to a secured put option written
by it, may be terminated prior to the expiration date of the option by the
Fund's execution of a closing purchase transaction, which is effected by
purchasing on an exchange an option of the same series as the previously written
option. Such a purchase does not result in the ownership of an option. A
closing purchase transaction will ordinarily be effected to realize a profit on
an outstanding option, to prevent an underlying security from being called, to
permit the sale of the underlying security, or to permit the writing of a new
option containing different terms on such underlying security. The cost of such
a liquidation purchase plus transaction costs may be greater than the premium
received upon the original option, in which event the Fund will have incurred a
loss in the transaction.

There is no assurance that a liquid secondary market will exist for any
particular option. An option writer, unable to effect a closing purchase
transaction, will not be able to sell the underlying security (in the case of a
covered call option) or liquidate the segregated account (in the case of a
secured put option) until the option expires or the optioned security is
delivered upon exercise with the result that the writer in such circumstances
will be subject to the risk of market decline or appreciation in the security
during such period.

PURCHASING CALL OPTIONS -- Each of these Funds may purchase call options to
the extent that premiums paid by such Fund do not aggregate more than 20% of
that Fund's total assets. When a Fund purchases a call option, in return for a
premium paid by the Fund to the writer of the option, the Fund obtains the right
to buy the security underlying the option at a specified exercise price at any
time during the term of the option. The writer of the call option, who receives
the premium upon writing the option, has the obligation, upon exercise of the
option, to deliver the underlying security against payment of the exercise
price. The advantage of purchasing call options is that a Fund may alter
portfolio characteristics and modify portfolio maturities without incurring the
cost associated with transactions, except the cost of the option.

A Fund may, following the purchase of a call option, liquidate its position by
effecting a closing sale transaction by selling an option of the same series as
the option previously purchased. The Fund will realize a profit from a closing
sale transaction if the price received on the transaction is more than the
premium paid to
<PAGE>

purchase the original call option; the Fund will realize a loss from a closing
sale transaction if the price received on the transaction is less than the
premium paid to purchase the original call option.

Although a Fund will generally purchase only those call options for which
there appears to be an active secondary market, there is no assurance that a
liquid secondary market on an Exchange will exist for any particular option, or
at any particular time, and for some options no secondary market on an Exchange
may exist. In such event, it may not be possible to effect closing transactions
in particular options, with the result that a Fund would have to exercise its
options in order to realize any profit and would incur brokerage commissions
upon the exercise of such options and upon the subsequent disposition of the
underlying securities acquired through the exercise of such options. Further,
unless the price of the underlying security changes sufficiently, a call option
purchased by a Fund may expire without any value to the Fund, in which event the
Fund would realize a capital loss which will be short-term unless the option was
held for more than one year.

COVERED CALL WRITING -- Each of these Funds may write covered call options
from time to time on such portions of their portfolios, without limit, as the
Investment Advisor or Sub-Investment Advisor determines is appropriate in
pursuing a Fund's investment objective. The advantage to a Fund of writing
covered calls is that the Fund receives a premium which is additional income.
However, if the security rises in value, the Fund may not fully participate in
the market appreciation.

During the option period, a covered call option writer may be assigned an
exercise notice by the broker-dealer through whom such call option was sold,
requiring the writer to deliver the underlying security against payment of the
exercise price. This obligation is terminated upon the expiration of the option
or upon entering a closing purchase transaction. A closing purchase
transaction, in which a Fund, as writer of an option, terminates its obligation
by purchasing an option of the same series as the option previously written,
cannot be effected with respect to an option once the option writer has received
an exercise notice for such option.

Closing purchase transactions will ordinarily be effected to realize a profit
on an outstanding call option, to prevent an underlying security from being
called, to permit the sale of the underlying security or to enable a Fund to
write another call option on the underlying security with either a different
exercise price or expiration date or both. A Fund may realize a net gain or
loss from a closing purchase transaction depending upon whether the net amount
of the original premium received on the call option is more or less than the
cost of effecting the closing purchase transaction. Any loss incurred in a
closing purchase transaction may be partially or entirely offset by the premium
received from a sale of a different call option on the same underlying security.
Such a loss may also be wholly or partially offset by unrealized appreciation in
the market value of the underlying security. Conversely, a gain resulting from a
closing purchase transaction could be offset in whole or in part by a decline in
the market value of the underlying security.

If a call option expires unexercised, the Fund will realize a short-term
capital gain in the amount of the premium on the option less the commission
paid. Such a gain, however, may be offset by depreciation in the market value
of the underlying security during the option period. If a call option is
exercised, a Fund will realize a gain or loss from the sale of the underlying
security equal to the difference between the cost of the underlying security and
the proceeds of the sale of the security plus the amount of the premium on the
option less the commission paid.

A Fund will write call options only on a covered basis, which means that a
Fund will own the underlying security subject to a call option at all times
during the option period. Unless a closing purchase transaction is effected, a
Fund would be required to continue to hold a security which it might otherwise
wish to sell or deliver a security it would want to hold. The exercise price of
a call option may be below, equal to or above the current market value of the
underlying security at the time the option is written.

PURCHASING PUT OPTIONS -- Each of these Funds may invest up to 20% of its
total assets in the purchase of put options. A Fund will, at all times during
which it holds a put option, own the security covered by such option. With
regard to the writing of put options, each Fund will limit the aggregate value
of the obligations underlying such put options to 50% of its total assets. The
purchase of the put on substantially identical securities
<PAGE>

held will constitute a short sale for tax purposes, the effect of which is to
create short-term capital gain on the sale of the security and to suspend
running of its holding period (and treat it as commencing on the date of the
closing of the short sale) or that of a security acquired to cover the same if
at the time the put was acquired, the security had not been held for more than
one year.

A put option purchased by a Fund gives it the right to sell one of its
securities for an agreed price up to an agreed date. A Fund would purchase put
options in order to protect against a decline in the market value of the
underlying security below the exercise price less the premium paid for the
option ("protective puts"). The ability to purchase put options allows a Fund to
protect unrealized gains in an appreciated security in their portfolios without
actually selling the security. If the security does not drop in value, a Fund
will lose the value of the premium paid. A Fund may sell a put option which it
has previously purchased prior to the sale of the securities underlying such
option. Such sale will result in a net gain or loss depending on whether the
amount received on the sale is more or less than the premium and other
transaction costs paid on the put option which is sold.

Each of these Funds may sell a put option purchased on individual portfolio
securities. Additionally, a Fund may enter into closing sale transactions. A
closing sale transaction is one in which a Fund, when it is the holder of an
outstanding option, liquidates its position by selling an option of the same
series as the option previously purchased.

WRITING PUT OPTIONS -- Each of these Funds may also write put options on a
secured basis which means that a Fund will maintain in a segregated account with
its Custodian, cash or U.S. Government securities in an amount not less than the
exercise price of the option at all times during the option period. The amount
of cash or U.S. Government securities held in the segregated account will be
adjusted on a daily basis to reflect changes in the market value of the
securities covered by the put option written by the Fund. Secured put options
will generally be written in circumstances where the Investment Advisor or Sub-
Investment Advisor wishes to purchase the underlying security for a Fund's
portfolio at a price lower than the current market price of the security. In
such event, that Fund would write a secured put option at an exercise price
which, reduced by the premium received on the option, reflects the lower price
it is willing to pay.

Following the writing of a put option, a Fund may wish to terminate the
obligation to buy the security underlying the option by effecting a closing
purchase transaction. This is accomplished by buying an option of the same
series as the option previously written. The Fund may not, however, effect such
a closing transaction after it has been notified of the exercise of the option.

FUTURES CONTRACTS AND RELATED RISKS
- -----------------------------------

All Funds except CHICAGO TRUST MONEY MARKET FUND may enter into contracts for
the purchase or sale for future delivery of securities, including index
contracts. Futures contracts are generally considered to be derivative
securities. While futures contracts provide for the delivery of securities,
deliveries usually do not occur. Contracts are generally terminated by entering
into offsetting transactions.

The Funds may enter into such futures contracts to protect against the
adverse effects of fluctuations in security prices, or interest rates without
actually buying or selling the securities. For example, if interest rates are
expected to increase, a Fund might enter into futures contracts for the sale of
debt securities. Such a sale would have much the same effect as selling an
equivalent value of the debt securities owned by the Fund. If interest rates did
increase, the value of the debt securities in the portfolio would decline, but
the value of the futures contracts to the Fund would increase at approximately
the same rate, thereby keeping the net asset value of the Fund from declining as
much as it otherwise would have. Similarly, when it is expected that interest
rates may decline, futures contracts may be purchased to hedge in anticipation
of subsequent purchases of securities at higher prices. Since the fluctuations
in the value of futures contracts should be similar to those of debt securities,
the Fund could take advantage of the anticipated rise in value of debt
securities without actually buying them until the market had stabilized. At that
time, the futures contracts could be liquidated and the Fund could then buy debt
securities on the cash market.
<PAGE>

A stock index futures contract obligates the seller to deliver (and the
purchaser to take) an amount of cash equal to a specific dollar amount times the
difference between the value of a specific stock index at the close of the last
trading day of the contract and the price at which the agreement was made. Open
futures contracts are valued on a daily basis and a Fund may be obligated to
provide or receive cash reflecting any decline or increase in the contract's
value. No physical delivery of the underlying stocks in the index is made in
the future.

With respect to options on futures contracts, when a Fund is temporarily not
fully invested, it may purchase a call option on a futures contract to hedge
against a market advance. The purchase of a call option on a futures contract
is similar in some respects to the purchase of a call option on an individual
security. Depending on the pricing of the option compared to either the price
of the futures contract upon which it is based, or the price of the underlying
debt securities, it may or may not be less risky than ownership of the futures
contract or underlying debt securities. As with the purchase of futures
contracts, when a Fund is not fully invested, it may purchase a call option on a
futures contract to hedge against a market advance.

The writing of a call option on a futures contract constitutes a partial
hedge against the declining price of the security or foreign currency which is
deliverable upon exercise of the futures contract. If the futures price at the
expiration of the option is below the exercise price, the Fund will retain the
full amount of the option premium which provides a partial hedge against any
decline that may have occurred in the value of the Fund's portfolio holdings.
The writing of a put option on a futures contract constitutes a partial hedge
against the increasing price of the security or foreign currency which is
deliverable upon exercise of the futures contract. If the futures price at the
expiration of the option is higher than the exercise price, the Fund will retain
the full amount of the option premium which provides a partial hedge against any
increase in the price of securities which the Fund intends to purchase .

Call and put options on stock index futures are similar to options on
securities except that, rather than the right to purchase or sell stock at a
specified price, options on a stock index future give the holder the right to
receive cash. Upon exercise of the option, the delivery of the futures position
by the writer of the option to the holder of the option will be accompanied by
delivery of the accumulated balance in the writer's futures margin account which
represents the amount by which the market price of the futures contract, at
exercise, exceeds, in the case of a call, or is less than, in the case of a put,
the exercise price of the futures contract. If an option is exercised on the
last trading day prior to the expiration date of the option, the settlement will
be made entirely in cash equal to the difference between the exercise price of
the option and the closing price of the futures contract on the expiration date.

If a put or call option which a Fund has written is exercised, the Fund may
incur a loss which will be reduced by the amount of the premium it received.
Depending on the degree of correlation between changes in the value of its
portfolio securities and changes in the value of its options positions, the
Fund's losses from existing options on futures may, to some extent, be reduced
or increased by changes in the value of portfolio securities. The purchase of a
put option on a futures contract is similar in some respects to the purchase of
protective puts on portfolio securities and for Federal tax purposes, will be
considered a "short sale". For example, a Fund will purchase a put option on a
futures contract to hedge the Fund's portfolio against the risk of rising
interest rates.

To the extent that market prices move in an unexpected direction, a Fund may
not achieve the anticipated benefits of futures contracts or options on futures
contracts or may realize a loss. For example, if the Fund is hedged against the
possibility of an increase in interest rates which would adversely affect the
price of securities held in its portfolio and interest rates decrease instead,
the Fund would lose part or all of the benefit of the increased value which it
has because it would have offsetting losses in its futures position. In
addition, in such situations, if the Fund had insufficient cash, it may be
required to sell securities from its portfolio to meet daily variation margin
requirements. Such sales of securities may, but will not necessarily, be at
increased prices which reflect the rising market. A Fund may be required to
sell securities at a time when it may be disadvantageous to do so.
<PAGE>

Further, with respect to options on futures contracts, a Fund may seek to
close out an option position by writing or buying an offsetting position
covering the same securities or contracts and have the same exercise price and
expiration date. The ability to establish and close out positions on options
will be subject to the maintenance of a liquid secondary market, which cannot be
assured.

FORWARD COMMITMENTS, WHEN-ISSUED SECURITIES, AND DELAYED DELIVERY TRANSACTIONS
- ------------------------------------------------------------------------------
AND RELATED RISKS
- -----------------

All Funds except CHICAGO TRUST MONEY MARKET FUND may dispose of or
negotiate a when-issued or forward commitment after entering into these
transactions. Such transactions are generally considered to be derivative
transactions. These Funds will normally realize a capital gain or loss in
connection with these transactions. For purposes of determining a Fund's average
dollar-weighted maturity, the maturity of when-issued or forward commitment
securities will be calculated from the commitment date.

When a Fund purchases securities on a when-issued, delayed delivery or
forward commitment basis, the Fund's Custodian will maintain in a segregated
account: cash, U.S. Government securities or other high- grade liquid debt
obligations having a value (determined daily) at least equal to the amount of
the Fund's purchase commitments. In the case of a forward commitment to sell
portfolio securities, the Custodian will hold the portfolio securities
themselves in a segregated account while the commitment is outstanding. These
procedures are designed to ensure that the Fund will maintain sufficient assets
at all times to cover its obligations under when-issued purchases, forward
commitments and delayed delivery transactions.

ASSET-BACKED SECURITIES AND RELATED RISKS
- -----------------------------------------

Asset-backed securities are securities backed by installment contracts,
credit card and other receivables, or other financial type assets. Asset-backed
securities represent interests in "pools" of assets in which payments of both
interest and principal on the securities are made monthly, thus in effect
"passing through" monthly payments made by the individual borrowers on the
assets underlying securities, net of any fees paid to the issuer or guarantor of
the securities. The average life of asset-backed securities varies with the
maturities of the underlying instruments. An asset-backed security's stated
maturity may be shortened, and the security's total return may be difficult to
predict precisely.

MORTGAGE-BACKED SECURITIES AND MORTGAGE PASS-THROUGH SECURITIES AND RELATED
- ---------------------------------------------------------------------------
RISKS
- -----

All Funds except CHICAGO TRUST TALON FUND and CHICAGO TRUST MONEY MARKET FUND
may also invest in mortgage-backed securities. The timely payment of principal
and interest on mortgage-backed securities issued or guaranteed by the
Government National Mortgage Association ("GNMA") is backed by GNMA and the full
faith and credit of the U.S. Government. Also, securities issued by GNMA and
other mortgage-backed securities may be purchased at a premium over the maturity
value of the underlying mortgages. This premium is not guaranteed and would be
lost if prepayment occurs. Mortgage-backed securities issued by U.S. Government
agencies or instrumentalities other than GNMA are not "full faith and credit"
obligations. Certain obligations, such as those issued by the Federal Home Loan
Bank are supported by the issuer's right to borrow from the U.S. Treasury; while
others, such as those issued by the Federal National Mortgage Association, are
supported only by the credit of the issuer. Unscheduled or early payments on
the underlying mortgages may shorten the securities' effective maturities and
reduce returns. These Funds may agree to purchase or sell these securities with
payment and delivery taking place at a future date.

Mortgage-backed securities have greater market volatility then other types of
securities. In addition, because prepayments often occur at times when interest
rates are low or are declining, the Funds may be unable to reinvest such funds
in securities which offer comparable yields. The yields provided by these
mortgage securities have historically exceeded the yields on other types of U.S.
Government securities with comparable maturities in large measure due to the
risks associated with prepayment features. (See "General Risks of Mortgage
Securities" herein.)
<PAGE>

For Federal tax purposes other than diversification under Subchapter M,
mortgage-backed securities are not considered to be separate securities but
rather "grantor trusts" conveying to the holder an individual interest in each
of the mortgages constituting the pool.

The mortgage securities which are issued or guaranteed by GNMA, Federal Home
Loan Mortgage Corporation ("FHLMC"), or Federal Home Loan Mortgage Association
("FNMA") ("certificates") are called pass-through certificates because a pro-
rata share of both regular interest and principal payments (less GNMA's,
FHLMC's, or FNMA's fees and any applicable loan servicing fees), as well as
unscheduled early prepayments on the underlying mortgage pool, are passed
through monthly to the holder of the Certificate (i.e., the portfolio).

Each of these Funds may also invest in pass-through certificates issued by
non-governmental issuers. Pools of conventional residential mortgage loans
created by such issuers generally offer a higher rate of interest than
government and government-related pools because there are no direct or indirect
government guarantees of payment. Timely payment of interest and principal of
these pools is, however, generally supported by various forms of insurance or
guarantees, including individual loan, title, pool and hazard insurance. The
insurance and guarantees are issued by government entities, private insurance
and the mortgage poolers. Such insurance and guarantees and the
creditworthiness of the issuers thereof will be considered in determining
whether a mortgage-related security meets the Fund's quality standards. The
Fund may buy mortgage-related securities without insurance or guarantees if
through an examination of the loan experience and practices of the poolers, the
investment manager determines that the securities meet the Fund's quality
standards.

COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"),
REAL ESTATE MORTGAGE INVESTMENT CONDUITS ("REMICS"),
MULTI-CLASS PASS-THROUGHS, AND RELATED RISKS
- --------------------------------------------

All Funds except CT&T CHICAGO TRUST TALON FUND and CHICAGO TRUST MONEY MARKET
FUND may also invest in certain debt obligations which are collateralized by
mortgage loans or mortgage pass-through securities. These obligations are
generally considered to be derivative securities. CMOs and REMICs are debt
instruments issued by special-purpose entities which are secured by pools or
mortgage loans or other mortgage-backed securities. Multi-class pass-through
securities are equity interests in a trust composed of mortgage loans or other
mortgage-backed securities. Payments of principal and interest on underlying
collateral provides the funds to pay debt service on the CMO or REMIC or make
scheduled distributions on the multi-class pass-through securities. CMOs,
REMICs, and multi-class pass-through securities (collectively, CMOs unless the
context indicates otherwise) may be issued by agencies or instrumentalities of
the U.S. Government or by private organizations.

In a CMO, a series of bonds or certificates is issued in multiple classes.
Each class of CMOs, often referred to as a "tranche", is issued at a specified
coupon rate or adjustable rate tranche (to be discussed in the next paragraph)
and has a stated maturity or final distribution date. Principal prepayments on
collateral underlying a CMO may cause it to be retired substantially earlier
than the stated maturities or final distribution dates. Interest is paid or
accrues on all classes of a CMO on a monthly, quarterly, or semi-annual basis.
The principal and interest on the underlying mortgages may be allocated among
several classes of a series of a CMO in many ways. In a common structure,
payments of principal, including any principal prepayments, on the underlying
mortgages are applied to the classes of a series of a CMO in the order of their
respective stated maturities or final distribution dates, so that no payment of
principal will be made on any class of a CMO until all other classes having an
earlier stated maturity or final distribution date have been paid in full.

One or more tranches of a CMO may have coupon rates which reset periodically
at a specified increment over an index such as the London Interbank Offered Rate
("LIBOR"). These adjustable-rate tranches, known as "floating-rate CMOs", will
be considered as adjustable-rate mortgage securities ("ARMS") by the Funds.
Floating-rate CMOs may be backed by fixed-rate or adjustable-rate mortgages; to
date, fixed-rate mortgages have been more commonly utilized for this purpose.
Floating-rate CMOs are typically issued with lifetime "caps" on the coupon rate
thereon. These "caps", similar to the "caps" on adjustable-rate mortgages,
represent a ceiling beyond which the coupon rate on a floating-rate CMO may not
be increased regardless of increases in the interest rate index to which the
floating-rate CMO is geared.
<PAGE>

REMICs are private entities formed for the purpose of holding a fixed pool of
mortgages secured by an interest in real property. REMICs are similar to CMOs
in that they issue multiple classes of securities. As with CMOs, the mortgages
which collateralize the REMICs in which the Funds may invest include mortgages
backed by GNMA certificates or other mortgage pass-throughs issued or guaranteed
by the U.S. Government, its agencies or instrumentalities or issued by private
entities, which are not guaranteed by any government agency.

Yields on privately issued CMOs as described above have been historically
higher than the yields on CMOs issued or guaranteed by U.S. Government agencies.
However, the risk of loss due to default on such instruments is higher since
they are not guaranteed by the U.S. Government. These Funds will not invest in
subordinated privately issued CMOs.

RESETS -- The interest rates paid on the ARMS and CMOs in which these Funds
may invest generally are readjusted at intervals of one year or less to an
increment over some predetermined interest rate index. There are three main
categories of indices: those based on U.S. Treasury securities; those derived
from a calculated measure such as a cost of funds index; or a moving average of
mortgage rates. Commonly utilized indices include: the one-year, three-year
and five-year constant maturity Treasury rates; the three-month Treasury bill
rate; the six-month Treasury bill rate; rates on longer-term Treasury
securities; the 11th District Federal Home Loan Bank Cost of Funds; the National
Median Cost of Funds; the one-month, three-month, six-month or one-year LIBOR;
the prime rate of a specific bank; or commercial paper rates. Some indices,
such as the one-year constant maturity Treasury rate, closely mirror changes in
market interest rate levels. Others, such as the 11th District Federal Home
Loan Bank Cost of Funds index, tend to lag behind changes in market rate levels
and tend to be somewhat less volatile.

CAPS AND FLOORS -- The underlying mortgages which collateralize the ARMS and
CMOs in which these Funds may invest will frequently have caps and floors which
limit the maximum amount by which the loan rate to the residential borrower may
change up or down (1) per reset or adjustment interval and (2) over the life of
the loan. Some residential mortgage loans restrict periodic adjustments by
limiting changes in the borrower's monthly principal and interest payments
rather than limiting interest rate changes. These payment caps may result in
negative amortization.

STRIPPED MORTGAGE SECURITIES AND RELATED RISKS
- ----------------------------------------------

All Funds except CHICAGO TRUST TALON FUND and CHICAGO TRUST MONEY MARKET FUND
may also invest in stripped mortgage securities. The stripped mortgage
securities in which the Funds may invest will only be issued or guaranteed by
the U.S. Government, its agencies or instrumentalities. Stripped mortgage
securities have greater market volatility than other types of mortgage
securities in which the Funds invest.

Stripped mortgage securities are usually structured with two classes that
receive different proportions of the interest and principal distributions on a
pool of mortgage assets. A common type of stripped mortgage security will have
one class receiving some of the interest and most of the principal from the
mortgage assets, while the other class will receive most of the interest and the
remainder of the principal. In the most extreme case, one class will receive
all of the interest (the interest-only or "IO" class), while the other class
will receive all of the principal (the principal-only or "PO" class). The yield
to maturity on an IO class is extremely sensitive not only to changes in
prevailing interest rates but also to the rate of principal payments (including
prepayments) on the related underlying mortgage assets, and a rapid rate of
principal payments may have a material adverse effect on the yield to maturity
of any such IOs held by a Fund. If the underlying mortgage assets experience
greater than anticipated prepayments of principal, the Fund may fail to fully
recoup its initial investment in these securities even if the securities are
rated in the highest rating categories -- "Aaa" or "AAA" by Moody's or S&P,
respectively.

Although stripped mortgage securities are purchased and sold by institutional
investors through several investment banking firms acting as brokers or dealers,
these securities were only recently developed. As a result, established trading
markets have not yet been fully developed; accordingly, certain of these
securities may generally be illiquid. The Fund will treat stripped mortgage
securities as illiquid securities except for those
<PAGE>

securities which are issued by U.S. Government agencies and instrumentalities
and backed by fixed rate mortgages whose liquidity is monitored by the
Investment Advisor, subject to the supervision of the Board of Trustees. The
staff of the SEC has indicated that it views such securities as illiquid. Until
further clarification of this matter is provided by the staff, a Fund's
investment in stripped mortgage securities will be treated as illiquid and will,
together with any other illiquid investments, not exceed 15% of such Fund's net
assets.

OTHER MORTGAGE-BACKED SECURITIES
- --------------------------------

The Investment Advisor expects that governmental, government-related or
private entities may create mortgage loan pools and other mortgage-related
securities offering mortgage pass-through and mortgage-collateralized
investments in addition to those described above. The mortgages underlying
these securities may include alternative mortgage instruments, that is, mortgage
instruments whose principal or interest payments may vary or whose terms to
maturity may differ from customary long-term fixed-rate mortgages. As new types
of mortgage-related securities are developed and offered to investors, the
Investment Advisor will, consistent with a Fund's investment objective,
policies and quality standards, consider making investments in such new types of
mortgage-related securities.

GENERAL RISKS OF MORTGAGE SECURITIES
- ------------------------------------

The mortgage securities in which a Fund invests differ from conventional
bonds in that principal is paid back over the life of the mortgage security
rather than at maturity. As a result, the holder of the mortgage securities
(i.e., the Fund) receives monthly scheduled payments of principal and interest,
and may receive unscheduled principal payments representing prepayments on the
underlying mortgages. When the holder reinvests the payments and any unscheduled
prepayments of principal it receives, it may receive a rate of interest which is
lower than the rate on the existing mortgage securities. For this reason,
mortgage securities may be less effective than other types of securities as a
means of "locking in" long-term interest rates.

A decline in interest rates may lead to a faster rate of repayment of the
underlying mortgages and expose a Fund to a lower rate of return upon
reinvestment. To the extent that such mortgage-backed securities are held by a
Fund, the prepayment right of mortgagors may decrease or limit the increase in
net asset value of the Fund because the value of the mortgage-backed securities
held by the Fund may decline more than or may not appreciate as much as the
price of non-callable debt securities. To the extent market interest rates
increase beyond the applicable cap or maximum rate on a mortgage security, the
market value of the mortgage security would likely decline to the same extent as
a conventional fixed-rate security.

In addition, to the extent mortgage securities are purchased at a premium,
mortgage foreclosures and unscheduled principal prepayments may result in some
loss of the holder's principal investment to the extent of the premium paid. On
the other hand, if mortgage securities are purchased at a discount, both a
scheduled payment of principal and an unscheduled prepayment of principal will
increase current and total returns and will accelerate the recognition of income
which when distributed to shareowners will be taxable as ordinary income.

With respect to pass-through mortgage pools issued by non-governmental
issuers, there can be no assurance that the private insurers associated with
such securities can meet their obligations under the policies. Although the
market for such non-governmental issued or guaranteed mortgage securities is
becoming increasingly liquid, securities issued by certain private organizations
may not be readily marketable. The purchase of such securities is subject to
each Fund's limit with respect to investment in illiquid securities.

INTEREST RATE SWAPS AND RELATED RISKS
- -------------------------------------

CHICAGO TRUST BOND FUND, CHICAGO TRUST MUNICIPAL BOND FUND, and CHICAGO TRUST
ASSET ALLOCATION FUND may enter into interest rate swaps for hedging purposes
and not for speculation. Interest rate swaps are generally considered to be
derivative transactions. A Fund will typically use interest rate swaps to
preserve a return on a particular investment or portion of its portfolio or to
shorten the effective duration of its portfolio
<PAGE>

investments. Interest rate swaps involve the exchange by a Fund with another
party of their respective commitments to pay or receive interest, such as an
exchange of fixed-rate payments for floating-rate payments.

A Fund will only enter into interest rate swaps on a net basis, i.e. the two
payment streams are netted out, with the Fund receiving or paying, as the case
may be, only the net amount of the two payments. Inasmuch as these transactions
are entered into for good faith hedging purposes, the Funds and the Investment
Advisor believe that such obligations do not constitute senior securities as
defined in the 1940 Act and, accordingly, will not treat them as being subject
to the Funds' borrowing restrictions. The net amount of the excess, if any, of
a Fund's obligations over its entitlements with respect to each interest rate
swap will be accrued on a daily basis and an amount of liquid assets, such as
cash, U.S. Government securities or other liquid high-grade debt securities,
having an aggregate net asset value at least equal to such accrued excess will
be maintained in a segregated account by the Fund's Custodian.

In a cap or floor, one party agrees, usually in return for a fee, to make
payments under particular circumstances. For example, the purchaser of an
interest rate cap has the right to receive payments to the extent a specified
interest rate exceeds an agreed level; the purchaser of an interest rate floor
has the right to receive payments to the extent a specified interest rate falls
below an agreed level. A collar entitles the purchaser to receive payments to
the extent a specified interest rate falls outside an agreed range.

Swap agreements may involve leverage and may be highly volatile; depending on
how they are used, they may have a considerable impact on a Fund's performance.
Swap agreements involve risks depending upon the other party's creditworthiness
and ability to perform, as judged by the Investment Advisor as well as the
Fund's ability to terminate its swap agreements or reduce its exposure through
offsetting transactions.

MUNICIPAL SECURITIES
- --------------------

CHICAGO TRUST MUNICIPAL BOND FUND is expected to maintain a dollar weighted
average maturity of between three and ten years under normal market conditions.
An assessment of a portfolio's dollar weighted average maturity requires the
consideration a number of factors, including each bond's yield, coupon interest
payments, final maturity, call and put features, and prepayment exposure. The
Fund's computation of its dollar weighted average maturity is based upon
estimated rather than known factors and there can be no assurance that the
anticipated average weighted maturity will be attained. In that regard, a
change in interest rates generally will affect a portfolio's dollar weighted
average maturity.

OTHER INVESTMENTS
- -----------------

The Board of Trustees may, in the future, authorize a Fund to invest in
securities other than those listed here and in the Prospectus, provided that
such investment would be consistent with that Fund's investment objective and
that it would not violate any fundamental investment policies or restrictions
applicable to that Fund.

INVESTMENT RESTRICTIONS
-----------------------

The investment restrictions set forth below are fundamental policies and may
not be changed as to a Fund, without the approval of a majority of the
outstanding voting shares (as defined in the 1940 Act) of the Fund. Unless
otherwise indicated, all percentage limitations governing the investments of
each Fund apply only at the time of transaction. Accordingly, if a percentage
restriction is adhered to at the time of investment, a later increase or
decrease in the percentage which results from a relative change in values or
from a change in a Fund's total assets will not be considered a violation.

Except as set forth under "INVESTMENT OBJECTIVES AND POLICIES" and
"INVESTMENT STRATEGIES AND RISK CONSIDERATIONS" in the Prospectus, each Fund may
not:
<PAGE>

(1) As to 75% of the total assets of each Fund, purchase the securities of
any one issuer (other than securities issued by the U.S. Government or
its agencies or instrumentalities) if immediately after such purchase,
more than 5% of the value of the Fund's total assets would be invested
in securities of such issuer;

(2) Purchase or sell real estate (but this restriction shall not prevent the
Funds from investing directly or indirectly in portfolio instruments
secured by real estate or interests therein or acquiring securities of
real estate investment trusts or other issuers that deal in real
estate), interests in oil, gas and/or mineral exploration or development
programs or leases. However, in order to comply with the "blue sky"
restrictions of certain states, each Fund will limit its purchases of
real estate investment trusts to 10% of its total assets, and no Fund
will invest in real estate limited partnerships;

(3) Purchase or sell commodities or commodity contracts, except that a Fund
may enter into futures contracts and options thereon in accordance with
such Fund's investment objectives and policies;

(4) Make investments in securities for the purpose of exercising control;

(5) Purchase the securities of any one issuer if, immediately after such
purchase, a Fund would own more than 10% of the outstanding voting
securities of such issuer;

(6) Sell securities short or purchase securities on margin, except such
short-term credits as are necessary for the clearance of transactions.
For this purpose, the deposit or payment by a Fund for initial or
maintenance margin in connection with futures contracts is not
considered to be the purchase or sale of a security on margin;

(7) Make loans, except that this restriction shall not prohibit (a) the
purchase and holding of debt instruments in accordance with a Fund's
investment objectives and policies, (b) the lending of portfolio
securities, or (c) entry into repurchase agreements with banks or
broker-dealers;

(8) Borrow money or issue senior securities, except that each Fund may
borrow from banks and enter into reverse repurchase agreements for
temporary purposes in amounts up to one-third of the value of its total
assets at the time of such borrowing; or mortgage, pledge, or
hypothecate any assets, except in connection with any such borrowing and
in amounts not in excess of the lesser of the dollar amounts borrowed or
10% of the value of the total assets of the Fund at the time of its
borrowing. All borrowings will be done from a bank and asset coverage of
at least 300% is required. A Fund will not purchase securities when
borrowings exceed 5% of that Fund's total assets;

(9) Purchase the securities of issuers conducting their principal business
activities in the same industry (other than obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities) if
immediately after such purchase the value of a Fund's investments in
such industry would exceed 25% of the value of the total assets of the
Fund;

(10) Act as an underwriter of securities, except that, in connection with the
disposition of a security, a Fund may be deemed to be an "underwriter"
as that term is defined in the 1933 Act;

(11) Invest in puts, calls, straddles or combinations thereof except to the
extent disclosed in the Prospectus;

(12) Invest more than 5% of its total assets in securities of companies less
than three years old. Such three year periods shall include the
operation of any predecessor company or companies;
<PAGE>

(13) Invest more than 10% of its total assets in restricted securities (as
defined herein), in order to comply with the "blue sky" restrictions of
certain states, although (as stated herein under "INVESTMENT POLICIES"),
each Fund intends to invest no more than 5% of its total assets in such
securities;

(14) Invest more than 10% of its total assets in the aggregate in securities
of other investment companies (as stated herein under "INVESTMENT
POLICIES"), in order to comply with the "blue sky" restrictions of
certain states.

Although not considered fundamental, to the extent necessary to comply with
other state "blue sky" restrictions, the Funds will not: (1) invest more than
5% of their respective total assets in warrants, including within that amount no
more than 2% in warrants which are not listed on the New York or American Stock
Exchanges, except warrants acquired as a result of its holdings of common
stocks; (2) purchase or retain the securities of any issuer if, to the knowledge
of the Fund, any officer or director of the Fund or of its Investment Advisor or
Sub-Investment Advisor owns beneficially more than 1/2 of 1%, of the
outstanding securities of such issuer, and such officers and directors of the
Fund or of its investment manager who own more than 1/2 of 1%, own, in the
aggregate, more than 5% of the outstanding securities of such issuer; (3) invest
more than 15% of their respective total assets in the aggregate in securities of
unseasoned issuers (as described in paragraph (12) above) and restricted
securities (as defined herein); and (4) invest in the securities of other
investment companies, except by purchase in the open market where no commission
or profit to a sponsor or dealer results from the purchase other than the
customary broker's commission or 12b-1 payment or similar compensation, or
except where the purchase is part of a plan of merger, consolidation,
reorganization or acquisition.
<PAGE>

TRUSTEES AND OFFICERS
---------------------

Information pertaining to the Trustees and Executive Officers of the Company
is set forth below.
<TABLE>
<CAPTION>

========================================================================================================================

- ------------------------------------------------------------------------------------------------------------------------
Dorothea C. Gilliam * 43 Trustee Ms. Gilliam is Vice President of Investments of the
Alleghany Corporation, the parent company of Chicago
Title and Trust Company. Previously she was an
Assistant Vice President of Chicago Title and Trust
Company.
- ------------------------------------------------------------------------------------------------------------------------
Leonard F. Amari 54 Trustee Mr. Amari is a Partner at the law offices of Amari &
Locallo, a practice confined exclusively to the real estate
tax assessment process.
- ------------------------------------------------------------------------------------------------------------------------
Gregory T. Mutz 50 Trustee Mr. Mutz is the Chairman of the Board for both the Amli
Realty and Amli Residential Properties, Inc. As
Chairman, he is responsible for the operation of the two
real estate companies whose principal businesses are
multi-family apartments, land, and business, office and
industrial parks.
- ------------------------------------------------------------------------------------------------------------------------
Nathan Shapiro 60 Trustee Mr. Shapiro is the President of SF Investments, Inc, a
broker/dealer and investment banking firm. Previously,
he was President of SLD Corporation, a consulting firm
and Senior Vice President of Pekin, Singer and Shapiro,
an investment advisory firm. He is a Director of Baldwin
& Lyons, Inc.
========================================================================================================================

</TABLE>
<PAGE>

========================================================================================================================

POSITION WITH PRINCIPAL OCCUPATIONS
NAME AGE COMPANY FOR PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Andrew P. Mayo 49 President As Executive Vice President of Retirement Trust Resources for
The Chicago Trust Company's Financial Services Group, Mr. Mayo
is responsible for client service and systems operations for
250 client qualified retirement plans with approximately $2
billion in assets. Services provided include both daily and
periodic 401(k) recordkeeping, investment management, employee
communications, ERISA compliance, and trustee services. Prior
to joining Chicago Title and Trust Company, Mr. Mayo spent
eleven years with Blue Cross and Blue Shield in a variety
of customer service and marketing capacities. While with Blue
Cross he received the American Marketing Association's first
place award for the most effective advertising campaign of
1983 in the insurance and financial services category.
- ------------------------------------------------------------------------------------------------------------------------
Kenneth C. Anderson 32 Vice President, Mr. Anderson is a Vice President of The Chicago Trust Company,
Secretary, and where he is responsible for the mutual fund operations.
Treasurer Previously, he was a manager with KPMG Peat Marwick,
specializing in financial institutions. Mr. Anderson is a
Certified Public Accountant.
-----------------------------------------------------------------------------------------------------------------------
Thomas J. Adams III, Esq. 54 Vice President Mr. Adams joined Chicago Title and Trust Company in
September 1967 as Attorney Trainee and was appointed Assistant
Counsel in July 1972. In January 1973, he was appointed
Assistant General Counsel of both Chicago Title and Trust
Company and Chicago Title Insurance Company. In December 1979,
Mr. Adams was elected Vice President, Associate General Counsel
of Chicago Title and Trust Company and Chicago Title Insurance
Company. In 1985, he was elected General Corporate Counsel and
Secretary of Chicago Title Insurance Company as well as
General Corporate Counsel of Chicago Title and Trust Company.
Mr. Adams was also elected Vice President of Security Union
Title Insurance Company in April 1988. Mr. Adams received his
B.A. from Dartmouth College in 1964, his Juris Doctor from
Northwestern Law School in 1967, and an M.B.A. from the
University of Chicago Graduate School of Business in 1974.
========================================================================================================================

</TABLE>
* These Trustees are considered "interested persons" of the Funds as defined
under the 1940 Act.

The Trustees of the Funds who are not "interested persons" of the Funds
receive fees and expenses for each meeting of the Board of Trustees they attend.
Effective January 31, 1996, such Trustees receive $1,000 for each Board Meeting
attended, and an annual retainer of $1,000. However, no officer or employee of
Chicago Title and Trust Company or The Chicago Trust Company receives any
compensation from the Funds for acting as a Trustee of the Funds. The Officers
of the Funds receive no compensation directly from the Funds for performing the
duties of their offices.
<PAGE>

Set forth below are the total fees which were paid to each of the Trustees
who are not "interested persons" during the fiscal period ended October 31,
1995.

Trustee Aggregate Fees Paid by the Company
------- ----------------------------------

Leonard F. Amari $4,000

Gregory T. Mutz $4,000

Nathan Shapiro $3,250

As of January 19, 1996, the Trustees and Officers of the Company as a group
owned less than 1% of the outstanding shares of the Funds.

PRINCIPAL HOLDERS OF SECURITIES
-------------------------------

Listed below are the names and addresses of those shareowners who, as of
January 19, 1996, owned 5% or more of the shares of each Fund. The shares held
in the nominee names of Marshall & Ilsley Trust Co. are owned of record by
Chicago Trust. Chicago Title and Trust Company, a wholly-owned subsidiary of
Alleghany Corporation, is the owner of Alleghany Asset Management, which is the
holding company of Chicago Trust and Montag & Caldwell, the Investment Advisors
for the Funds.

MONTAG & CALDWELL GROWTH FUND:
- ------------------------------

Shareowners Percentage Owned
----------- ----------------

Miter & Co. 74.58%
c/o Marshall & Ilsley Trust Co.
Attn: Outsourcing
P.O. Box 8020
221 West College Avenue
Appleton, WI 54913

First Union National Bank 7.44%
TRST Hickory Springs Manufacturing
Defined Benefit Pension Plan
First Union Center
Charlotte, NC 28288

<PAGE>

CHICAGO TRUST GROWTH & INCOME FUND:
- -----------------------------------

Shareowners Percentage Owned
----------- ----------------

Miter & Co. 96.70%
c/o Marshall & Ilsley Trust Co.
Attn: Outsourcing
P.O. Box 8020
221 West College Avenue
Appleton, WI 54913

CHICAGO TRUST TALON FUND:
- -------------------------

Shareowners Percentage Owned
----------- ----------------

Neil Bluhm 5.26%
900 North Michigan Avenue
Chicago, IL 60611

MONTAG & CALDWELL BALANCED FUND:
- --------------------------------

Shareowners Percentage Owned
----------- ----------------

Miter & Co. 47.26%
c/o Marshall & Ilsley Trust Co.
Attn: Outsourcing
P.O. Box 8020
221 West College Avenue
Appleton, WI 54913

Community Foundation
of Gaston County, Inc. 23.38%
P.O. Box 123
Gastonia, NC 28053

Stone Foundation 7.13%
John J. Brausch - Admin. Director
9 Toy Street
Greenville, SC 29601
<PAGE>

CHICAGO TRUST BOND FUND:
- ------------------------

Shareowners Percentage Owned
----------- ----------------

Miter & Co. 83.93%
c/o Marshall & Ilsley Trust Co.
Attn: Outsourcing
P.O. Box 8020
221 West College Avenue
Appleton, WI 54913

Davis & Company 8.76%
c/o Marshall & Ilsley Trust Co.
Attn: Outsourcing
P.O. Box 8020
221 West College Avenue
Appleton, WI 54913

CHICAGO TRUST MUNICIPAL BOND FUND:
- ----------------------------------

Shareowner Percentage Owned
---------- ----------------

Davis & Company 92.84%
c/o Marshall & Ilsley Trust Co.
Attn: Outsourcing
P.O. Box 8020
221 West College Avenue
Appleton, WI 54913

CHICAGO TRUST MONEY MARKET FUND:
- --------------------------------

Shareowner Percentage Owned
---------- ----------------

Davis & Company 95.91%
c/o Marshall & Ilsley Trust Co.
Attn: Outsourcing
P.O. Box 8020
221 West College Avenue
Appleton, WI 54913
<PAGE>

CHICAGO TRUST ASSET ALLOCATION FUND:
- ------------------------------------

Shareowner Percentage Owned
---------- ----------------

Miter & Co. 99.82%
c/o Marshall & Ilsley Trust Co.
Attn: Outsourcing
P.O. Box 8020
221 West College Avenue
Appleton, WI 54913

INVESTMENT ADVISORY AND OTHER SERVICES
--------------------------------------

INVESTMENT ADVISORY AGREEMENTS
- ------------------------------

The advisory services provided by the Investment Advisor of each Fund, and
the fees received by it for such services, are described in the Prospectus. The
Investment Advisor of each Fund may from time to time voluntarily waive its
advisory fees with respect to such Fund. In addition, if the total expenses
borne by any Fund in any fiscal year exceed the expense limitations imposed by
applicable state securities regulations, the Investment Advisor of such Fund
will waive its fees and will reimburse such Fund in the amount of such excess to
the extent required by such regulations.

<PAGE>

The investment advisory fees earned and waived by Chicago Trust and Montag &
Caldwell, with respect to the applicable Funds for which each acts as Investment
Advisor, are set forth below:

<TABLE>
<CAPTION>
====================================================================================================================================
FUND GROSS ADVISORY FEES NET ADVISORY FEES
---- EARNED BY ADVISORS PAID AFTER FEE WAIVERS
------------------ ----------------------
====================================================================================================================================
<S> <C> <C>
CHICAGO TRUST GROWTH & INCOME FUND $ 67,652 $ 00,000
- ------------------------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST TALON FUND $ 2,710 $ 00,000
- ------------------------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST BOND FUND $ 55,334 $ 00,000
- ------------------------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST MUNICIPAL BOND FUND $ 53,919 $ 00,000
- ------------------------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST MONEY MARKET FUND $273,410 $110,079
- ------------------------------------------------------------------------------------------------------------------------------------
TOTALS FOR YEAR ENDED OCTOBER 31, 1994 $453,025 $110,079
- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
FUND GROSS ADVISORY FEES NET ADVISORY FEES
---- EARNED BY ADVISORS PAID AFTER FEE WAIVERS
------------------- ----------------------
====================================================================================================================================
MONTAG & CALDWELL GROWTH FUND $ 154,451 $ 45,631
- ------------------------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST GROWTH & INCOME FUND $ 222,466 $ 94,834
- ------------------------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST TALON FUND $ 64,359 $ 00,000
- ------------------------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST ASSET ALLOCATION FUND $ 121,079 $ 90,985
- ------------------------------------------------------------------------------------------------------------------------------------
MONTAG & CALDWELL BALANCED FUND $ 78,125 $ 00,000
- ------------------------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST BOND FUND $ 123,919 $ 00,000
- ------------------------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST MUNICIPAL BOND FUND $ 66,027 $ 00,000
- ------------------------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST MONEY MARKET FUND $ 638,608 $346,606
- ------------------------------------------------------------------------------------------------------------------------------------
TOTALS FOR YEAR ENDED OCTOBER 31, 1995 $1,469,034 $578,056
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

At the present time, the most restrictive state expense limitation limits a
fund's annual expenses (excluding interest, taxes, distribution expense,
brokerage commissions and extraordinary expenses, and other expenses subject to
approval by state securities administrators) to 2.5% of the first $30 million of
its average daily net assets, 2.0% of the next $70 million of its average daily
net assets, and 1.5% of its average daily net assets in excess of $100 million.

Under the Advisory Agreements, the Investment Advisor of each Fund is not
liable for any error of judgment or mistake of law or for any loss suffered by
the Company or a Fund in connection with the performance of the Agreement,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or from reckless disregard of its
duties and obligations thereunder.

Each Advisory Agreement is terminable with respect to a Fund by vote of the
Board of Trustees or by the holders of a majority of the outstanding voting
securities of the Fund, at any time without penalty, on sixty days' written
notice to the Investment Advisor. A Investment Advisor may also terminate its
advisory relationship with respect to a Fund on sixty days' written notice to
the Company. Each Investment Advisory Agreement terminates automatically in the
event of its assignment.
<PAGE>

Under each Investment Advisory agreement, the Fund pays the following
expenses: (1) the fees and expenses of the Company's disinterested directors;
(2) the salaries and expenses of any of the Company's officers or employees who
are not affiliated with the Investment Advisor; (3) interest expenses; (4) taxes
and governmental fees; (5) brokerage commissions and other expenses incurred in
acquiring or disposing of portfolio securities; (6) the expenses of registering
and qualifying shares for sale with the SEC and with various state securities
commissions; (7) accounting and legal costs; (8) insurance premiums; (9) fees
and expenses of the Company's Custodian, Administrator, Sub-Administrator and
Transfer Agent and any related services; (10) expenses of obtaining quotations
of the Funds' portfolio securities and of pricing the Funds' shares; (11)
expenses of maintaining the Company's legal existence and of shareowners'
meetings; (12) expenses of preparation and distribution to existing shareowners
of reports, proxies and prospectuses; and (13) fees and expenses of membership
in industry organizations.

General expenses of the Company (such as costs of maintaining corporate
existence, legal fees, insurance, etc.) will be allocated among the Funds in
proportion to their relative net assets. Expenses which relate exclusively to a
particular Fund, such as certain registration fees, brokerage commissions and
other portfolio expenses, will be borne directly by that Fund.

Chicago Title and Trust Company served as the Investment Advisor to certain
Funds of the Company through October 30, 1995. On that date, Chicago Title and
Trust Company transferred substantially all of its fiduciary business and
investment operations to the Chicago Trust Company, an indirect wholly-owned
subsidiary of Chicago Title and Trust Company. As part of such transfer, the
Chicago Trust Company assumed all of the rights, obligations and liabilities
under the Investment Advisory Agreements between Chicago Title and Trust Company
and the Company. Chicago Title and Trust Company has guaranteed to the Company
all of the obligations and liabilities of The Chicago Trust Company under those
agreements pursuant to a Guaranty Agreement. In addition, the management and
personnel who provided the investment advisory services to the Funds prior to
this reorganization are providing those services to the Funds on behalf of The
Chicago Trust Company as of October 30, 1995.

As part of the corporate reorganization of Chicago Title and Trust Company
described above, Montag & Caldwell, Inc. became an indirect wholly-owned
subsidiary of Chicago Title and Trust Company. Prior to October 30, 1995,
Montag & Caldwell, Inc. was a wholly-owned subsidiary of Alleghany Corporation.

SUB-INVESTMENT ADVISORY AGREEMENT
- ---------------------------------

Pursuant to a Sub-Advisory Agreement between The Chicago Trust Company and
Talon, Talon provides an investment program for Chicago Trust Talon Fund,
including investment research and the determination from time to time of the
securities that will be purchased and sold by the Fund, subject to the
supervision of The Chicago Trust Company and the Board of Trustees of the
Company. As compensation for its services, Talon receives from The Chicago Trust
Company an annual fee of 0.40% of the first $8 million, 0.50% of the next $12
million, 0.70% of the next $230 million of the average daily net assets of this
Fund, and 0.75% of such average daily net assets in excess of $250 million.
During the fiscal years ended October 31, 1994 and 1995 , Talon was paid $2,710
and $37,762, respectively, for sub-investment advisory services rendered.

Under the Sub-Advisory Agreement, Talon is not liable for any error of
judgement or mistake of law or for any loss suffered by The Chicago Trust
Company or the Funds in connection with the performance of the Sub-Advisory
Agreement, except a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard of its duties and obligations thereunder.

THE ADMINISTRATOR AND SUB-ADMINISTRATOR
- ---------------------------------------

As Administrator, Chicago Trust, 171 North Clark Street, Chicago Illinois
60601, provides certain administrative services to the Company pursuant to an
Administration Agreement. Fund/Plan Services, Inc. ("Fund/Plan"), #2 West Elm
Street, Conshohocken, Pennsylvania 19428, provides certain administrative
services for the Funds and The Chicago Trust Company pursuant to a Sub-
Administration Agreement.
<PAGE>

Under the Administration Agreement, the Administrator is responsible for: (1)
coordinating with the Custodian and Transfer Agent and monitoring the services
they provide to the Funds; (2) coordinating with and monitoring any other third
parties furnishing services to the Funds; (3) providing the Funds with necessary
office space, telephones and other communications facilities and personnel
competent to perform administrative and clerical functions; (4) supervising the
maintenance by third parties of such books and records of the Funds as may be
required by applicable Federal or state law; (5) preparing or supervising the
preparation by third parties of all Federal, state and local tax returns and
reports of the Funds required by applicable law; (6)preparing and, after
approval by the Funds, filing and arranging for the distribution of proxy
materials and periodic reports to shareowners of the Funds as required by
applicable law; (7) preparing and, after approval by the Company, arranging for
the filing of such registration statements and other documents with the SEC and
other Federal and state regulatory authorities as may be required by applicable
law; (8) reviewing and submitting to the Officers of the Company for their
approval invoices or other requests for payment of the Funds' expenses and
instructing the Custodian to issue checks in payment thereof; and (9) taking
such other action with respect to the Company or the Funds as may be necessary
in the opinion of the Administrator to perform its duties under the Agreement.

As compensation for services performed under the Administration Agreement, the
Administrator receives a fee payable monthly at an annual rate (as described in
the Prospectus) multiplied by the average daily net assets of the Company.
During the fiscal years ended October 31, 1994 and 1995, the aggregate
administrative fees paid by the Company on behalf of the Funds totaled $83,441
and $220,902, respectively, all of which was paid to Fund/Plan.

The administrative fees earned and paid with respect to each Fund are set
forth below:

========================================================================================================================
ADMINISTRATIVE FEES ADMINISTRATIVE FEES
PAID DURING FYE PAID DURING FYE
FUND OCTOBER 31, 1994 OCTOBER 31, 1995
---- ------------------- --------------------
========================================================================================================================
<S> <C> <C>
MONTAG & CALDWELL GROWTH FUND N/A $ 28,574
- ------------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST GROWTH & INCOME FUND $20,017 $ 35,261
- ------------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST TALON FUND $ 3,373 $ 27,445
- ------------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST ASSET ALLOCATION FUND N/A $ 8,685
- ------------------------------------------------------------------------------------------------------------------------
MONTAG & CALDWELL BALANCED FUND N/A $ 27,554
- ------------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST BOND FUND $20,017 $ 30,042
- ------------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST MUNICIPAL BOND FUND $20,017 $ 27,050
- ------------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST MONEY MARKET FUND $20,017 $ 36,291
- ------------------------------------------------------------------------------------------------------------------------

TOTALS $83,441 $220,902
========================================================================================================================

</TABLE>

THE UNDERWRITER
- ---------------

Fund/Plan Broker Services, Inc. ("FPBS"), #2 West Elm Street, Conshohocken,
Pennsylvania 19428, acts as an Underwriter of the Funds' shares for the purpose
of facilitating the registration of shares of the Funds under state securities
laws and to assist in sales of shares pursuant to the Underwriting Agreement
approved by the Company's Trustees.
<PAGE>

In this regard, FPBS has agreed at its own expense to qualify as a broker-
dealer under all applicable Federal or state laws in those states which the
Company shall from time to time identify to FPBS as states in which it wishes to
offer its shares for sale, in order that state registrations may be maintained
for the Funds.

FPBS is a broker-dealer registered with the SEC and a member in good standing
of the National Association of Securities Dealers, Inc.

The Underwriting Agreement may be terminated by either party upon sixty days'
prior written notice to the other party.
<PAGE>

DISTRIBUTION PLAN(S)
- --------------------

The Board of Trustees of the Company has adopted Plans of Distribution (the
"Plan(s)") pursuant to Rule 12b-1 under the 1940 Act which permits each Fund
(except CHICAGO TRUST MONEY MARKET FUND) to pay certain expenses associated with
the distribution of its shares. Under the Plans, each Fund may pay actual
expenses not exceeding, on an annual basis, 0.25% of a Fund's average daily net
assets. To the Company's knowledge, no interested person of the Company, nor any
of its dis-interested Trustees, has a direct or indirect financial interest in
the operation of the Plans. The Company anticipates that each Fund will benefit
from additional shareholders and assets as a result of implementation of the
Plans. The terms of such Plans are more fully described in the Prospectus under
"DISTRIBUTION PLANS." Amounts spent on behalf of each Fund pursuant to such
Plans during the fiscal year ended October 31, 1995 are set forth below.

==================================================================================================================================

COMPENSATION COMPENSATION COMPENSATION INTEREST, CARRYING
DISTRIBUTION TO TO TO OR OTHER FINANCING
FUND PRINTING SERVICES UNDERWRITERS DEALERS SALES PERSONNEL CHARGES OTHER
---- -------- ------------ ------------ ------------ --------------- ------------------ -----
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
MONTAG
& CALDWELL $2,326.49 $5,899.90 $1,875.00 $20,050.36 $ 718.35 $0 $ 3,571.43
GROWTH
FUND
- ----------------------------------------------------------------------------------------------------------------------------------
CHICAGO
TRUST $3,044.24 $5,899.93 $1,875.00 $0 $ 579.09 $0 $21,949.57
GROWTH & INCOME
FUND
- ----------------------------------------------------------------------------------------------------------------------------------
CHICAGO
TRUST $3,044.25 $5,899.91 $1,875.00 $0 $ 205.71 $0 $ 3,571.43
TALON
FUND
- ----------------------------------------------------------------------------------------------------------------------------------
CHICAGO
TRUST $0 $ 553.67 $ 625.00 $0 $0 $0 $0
ASSET ALLOCATION
FUND
- ----------------------------------------------------------------------------------------------------------------------------------
MONTAG
& CALDWELL $2,326.49 $5,899.91 $1,875.00 $ 9,147.88 $2,002.30 $0 $ 3,571.43
BALANCED
FUND
- ----------------------------------------------------------------------------------------------------------------------------------
CHICAGO
TRUST $3,044.25 $5,899.93 $1,875.00 $ 2,216.60 $1,080.72 $0 $21,949.56
BOND
FUND
- ----------------------------------------------------------------------------------------------------------------------------------
CHICAGO
TRUST $3,044.25 $5,899.92 $1,875.00 $0 $2.12 $0 $16,815.12
MUNICIPAL BOND
FUND
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>
<PAGE>

PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
------------------------------------------------

The Investment Advisor or Sub-Investment Advisor is responsible for decisions
to buy and sell securities for the Funds and for the placement of its portfolio
business and the negotiation of commissions, if any, paid on such transactions.
Securities traded in the over-the-counter market are generally traded on a net
basis. These securities are generally traded on a net basis with dealers acting
as principal for their own accounts without a stated commission. In over-the-
counter transactions, orders are placed directly with a principal market-maker
unless a better price and execution can be obtained by using a broker. Brokerage
commissions are paid on transactions in listed securities, futures contracts,
and options.

The Investment Advisor or Sub-Investment Advisor effects portfolio
transactions for other investment companies and advisory accounts. Research
services furnished by broker-dealers through whom the Funds effect securities
transactions may be used by the Investment Advisor or Sub-Investment Advisor as
the case may be in servicing all of their respective accounts; not all such
services may be used in connection with the Funds. The Investment Advisor and
Sub-Advisor will attempt to equitably allocate portfolio transactions among the
Funds and others whenever concurrent decisions are made to purchase or sell
securities by the Funds and other accounts. In making such allocations between
the Funds and others, the main factors to be considered are the respective
investment objectives, the relative size of portfolio holdings of the same or
comparable securities, the availability of cash for investment, the size of
investment commitments generally held, and the opinions of the persons
responsible for recommending investments to the Funds and the others. In some
cases, this procedure could have an adverse effect on the Funds. In the opinion
of the investment advisor and sub-advisor, however, the results of such
procedures will, on the whole, be in the best interest of each of the clients.

For the fiscal years ended October 31, 1994 and 1995, the aggregate brokerage
commissions paid by the Company on behalf of certain Funds amounted to $28,731
and $128,828, respectively. The total brokerage commissions attributable to each
Fund are set forth below.
<TABLE>
<CAPTION>

====================================================================================================================
BROKERAGE COMMISSIONS BROKERAGE COMMISSIONS
PAID DURING FYE PAID DURING FYE
FUND OCTOBER 31, 1994 OCTOBER 31, 1995
---- --------------------- ---------------------
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
MONTAG & CALDWELL GROWTH FUND N/A $ 50,125
- --------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST GROWTH & INCOME FUND $22,555 $ 13,723
- --------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST TALON FUND $ 6,176 $ 49,652*
- --------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST ASSET ALLOCATION FUND N/A N/A
- --------------------------------------------------------------------------------------------------------------------
MONTAG & CALDWELL BALANCED FUND N/A $ 15,328
- --------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST BOND FUND N/A N/A
- --------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST MUNICIPAL BOND FUND N/A N/A
- --------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST MONEY MARKET FUND N/A N/A
- --------------------------------------------------------------------------------------------------------------------
TOTALS $28,731 $128,828
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
- -------
* Of this amount, $4,110 was paid to Talon Securities, Inc. ("TSI"), an
affiliate of Talon Asset Management, Inc., the Fund's Sub-Investment Advisor.
The amount of $4,110 paid by CHICAGO TRUST TALON FUND represents: (a) 2.65% of
the aggregate brokerage commissions received by TSI from all clients during
the Fund's most recent fiscal year; and (b) 8.28% of the total commissions
paid by CHICAGO TRUST TALON FUND to all brokers through whom trades were
placed during the Fund's most recent fiscal year.

<PAGE>

PORTFOLIO TURNOVER
- ------------------

The portfolio turnover rate for each of the Funds is calculated by dividing
the lesser of purchases or sales of portfolio investments for the reporting
period by the monthly average value of the portfolio investments owned during
the reporting period. The calculation excludes all securities, including
options, whose maturities or expiration dates at the time of acquisition are one
year or less. Portfolio turnover may vary greatly from year to year as well as
within a particular year, and may be affected by cash requirements for
redemption of units and by requirements which enable the Funds to receive
favorable tax treatment. In any event, portfolio turnover is generally not
expected to exceed 100% in any of the Funds. A high rate of portfolio turnover
(i.e., over 100%) may result in the realization of substantial capital gains and
involves correspondingly greater transaction costs. To the extent that net
capital gains are realized, distributions derived from such gains are treated as
ordinary income for Federal income tax purposes.

The portfolio turnover rates for the Funds for their most recent fiscal
periods may be found under "FINANCIAL HIGHLIGHTS" in the Prospectus.

TAXES
-----

Each Fund intends to qualify each year as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").

In order to so qualify, a Fund must, among other things, (i) derive at least
90% of its gross income from dividends, interest, payments with respect to
certain securities loans, gains from the sale of securities or foreign
currencies, or other income (including but not limited to gains from options,
futures or forward contracts) derived with respect to its business of investing
in such stock, securities or currencies; (ii) derive less than 30% of its gross
income from gains from the sale or other disposition of securities or certain
futures and options thereon held for less than three months ("short-short
gains"); (iii) distribute at least 90% of its dividend, interest and certain
other taxable income each year; and (iv) at the end of each fiscal quarter
maintain at least 50% of the value of its total assets in cash, U.S. Government
securities, securities of other regulated investment companies, and other
securities of issuers which represent, with respect to each issuer, no more than
5% of the value of a Fund's total assets and 10% of the outstanding voting
securities of such issuer, and with no more than 25% of its assets invested in
the securities (other than those of the government or other regulated investment
companies) of any one issuer or of two or more issuers which the Fund controls
and which are engaged in the same, similar or related trades and businesses.

To the extent such Fund qualifies for treatment as a regulated investment
company, it will not be subject to Federal income tax on income paid to
shareowners in the form of dividends or capital gains distributions.

An excise tax at the rate of 4% will be imposed on the excess, if any, of a
Fund's "required distributions" over actual distributions in any calendar year.
Generally, the "required distribution" is 98% of a Fund's ordinary income for
the calendar year plus 98% of its capital gain net income recognized during the
one-year period ending on October 31 plus undistributed amounts from prior
years. The Funds intend to make distributions sufficient to avoid imposition of
the excise tax. For a distribution to qualify as such with respect to a
calendar year under the foregoing rules, it must be declared by a Fund during
October, November or December to shareowners of record during such month and
paid by January 31 of the following year. Such distributions will be taxable in
the year they are declared, rather than the year in which they are received.

When a Fund writes a call, or purchases a put option, an amount equal to the
premium received or paid by it is included in the Fund's accounts as an asset
and as an equivalent liability.

In writing a call, the amount of the liability is subsequently "marked-to-
market" to reflect the current market value of the option written. The current
market value of a written option is the last sale price on the principal
exchange on which such option is traded or, in the absence of a sale, the mean
between the last bid and asked prices. If an option which a Fund has written
expires on its stipulated expiration date, the Fund recognizes a short-term
capital gain. If a Fund enters into a closing purchase transaction with respect
to an option which the Fund has written, the Fund realizes a short-term gain (or
loss if the cost of the closing transaction exceeds the premium received when
the option was sold) without regard to any unrealized gain or loss on the
underlying security, and the liability related to such option is extinguished.
If a call option which a Fund has
<PAGE>

written is exercised, the Fund realizes a capital gain or loss from the sale of
the underlying security and the proceeds from such sale are increased by the
premium originally received.

The premium paid by a Fund for the purchase of a put option is recorded in the
Fund's assets and liabilities as an investment and subsequently adjusted daily
to the current market value of the option. For example, if the current market
value of the option exceeds the premium paid, the excess would be unrealized
appreciation and, conversely, if the premium exceeds the current market value,
such excess would be unrealized depreciation. The current market value of a
purchased option is the last sale price on the principal exchange on which such
option is traded or, in the absence of a sale, the mean between the last bid and
asked prices. If an option which a Fund has purchased expires on the stipulated
expiration date, the Fund realizes a short-term or long-term capital loss for
Federal income tax purposes in the amount of the cost of the option. If a Fund
exercises a put option, it realizes a capital gain or loss (long-term or short-
term, depending on the holding period of the underlying security) from the sale
which will be decreased by the premium originally paid.

The amount of any realized gain or loss on closing out options on certain
stock indices will result in a realized gain or loss for tax purposes. Such
options held by a Fund at the end of each fiscal year on a broad-based stock
index will be required to be "marked-to-market" for Federal income tax purposes.
Sixty percent of any net gain or loss recognized on such deemed sales or on any
actual sales will be treated as long-term capital gain or loss, and the
remainder will be treated as short-term capital gain or loss ("60/40 gain or
loss"). Certain options, futures contracts and options on futures contracts
utilized by the Funds are "Section 1256 contracts". Any gains or losses on
Section 1256 contracts held by a Fund at the end of each taxable year (and on
October 31 of each year for purposes of the 4% excise tax) are "marked-to-
market" with the result that unrealized gains or losses are treated as though
they were realized and the resulting gain or loss is treated as a 60/40 gain or
loss.

Shareowners will be subject to Federal income taxes on distributions made by
the Funds whether received in cash or additional shares of the Funds.
Distributions of net investment income and net short-term capital gains, if any,
will be taxable to shareowners as ordinary income. Distributions of net long-
term capital gains, if any, will be taxable to shareowners as long-term capital
gains, without regard to how long a shareowner has held shares of a Fund. A loss
on the sale of shares held for twelve months or less will be treated as a long-
term capital loss to the extent of any long-term capital gain dividend paid to
the shareowner with respect to such shares. Dividends paid by a Fund may qualify
in part for the 70% dividends-received deduction for corporations, provided
however, that those shares have been held for at least 45 days.

An investment in CHICAGO TRUST MUNICIPAL BOND FUND is not intended to
constitute a balanced investment program. Shares of this Fund would not be
suitable for tax-exempt institutions and may not be suitable for retirement
plans qualified under Section 401 of the Code, H.R. 10 plans, and IRAs since
such plans and accounts are generally tax-exempt and, therefore, not only would
the shareowner receive less income and not gain any benefit from the Fund's
dividend being tax-exempt, but such dividends would be ultimately taxable to the
beneficiaries when distributed.

In order for CHICAGO TRUST MUNICIPAL BOND FUND to pay exempt-interest
dividends for any taxable year, at the close of each taxable quarter, at least
50% of the aggregate value of the Fund's portfolio must consist of exempt-
interest obligations. Within sixty days after the close of its taxable year, the
Fund will notify its shareowners of the portion of the dividends paid by the
Fund which constitutes exempt-interest dividends with respect to such taxable
year.

The Funds will notify shareowners each year of the amount of dividends and
distributions, including the amount of any distribution of long-term capital
gains, and the portion of its dividends which qualify for the 70% deduction.

Dividends and distributions also may be subject to state and local taxes.
Shareowners are urged to consult their tax advisors regarding specific questions
as to Federal, state and local taxes.

The foregoing discussion relates solely to U.S. Federal income tax law. Non-
U.S. investors should consult their tax advisors concerning the tax consequences
of ownership of shares of the Funds, including the possibility that
distributions may be subject to a 30% United States withholding tax (or a
reduced rate of withholding provided by treaty).
<PAGE>

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

IN GENERAL
- ----------

From time to time, the Company may include general comparative information,
such as statistical data regarding inflation, securities indices or the features
or performance of alternative investments, in advertisements, sales literature
and reports to shareowners. The Company may also include calculations, such as
hypothetical compounding examples or tax-free compounding examples, which
describe hypothetical investment results in such communications. Such
performance examples will be based on an express set of assumptions and are not
indicative of the performance of any Fund. In addition, the Company may include
charts comparing various tax-free yields versus taxable yield equivalents at
different income levels.

From time to time, the yield and total return of a Fund may be quoted in
advertisements, shareowner reports or other communications to shareowners.

TOTAL RETURN CALCULATIONS
- -------------------------

The Funds that compute their average annual total returns do so by determining
the average annual compounded rates of return during specified periods that
equate the initial amount invested to the ending redeemable value of such
investment. This is done by dividing the ending redeemable value of a
hypothetical $1,000 initial payment by $1,000 and raising the quotient to a
power equal to one divided by the number of years (or fractional portion
thereof) covered by the computation and subtracting one from the result. This
calculation can be expressed as follows:

(ERV) 1/n
Average Annual Total Return = (___) - 1
( P )

Where: ERV = ending redeemable value at the end of the period covered
by the computation of a hypothetical $1,000 payment made
at the beginning of the period.

P = hypothetical initial payment of $1,000.

n = period covered by the computation, expressed in terms of
years.

The Funds that compute their aggregate total returns over a specified period
do so by determining the aggregate compounded rate of return during such
specified period that likewise equates over a specified period the initial
amount invested to the ending redeemable value of such investment. The formula
for calculating aggregate total return is as follows:

(ERV)
Aggregate Total Return = (___) - 1
( P )

Where: ERV = ending redeemable value at the end of the period covered
by the computation of a hypothetical $1,000 payment made
at the beginning of the period.

P = hypothetical initial payment of $1,000.

<PAGE>

The calculations of average annual total return and aggregate total return
assume the reinvestment of all dividends and capital gain distributions on the
reinvestment dates during the period. The ending redeemable value (variable
"ERV" in each formula) is determined by assuming complete redemption of the
hypothetical investment and the deduction of all nonrecurring charges at the end
of the period covered by the computations. Such calculations are not necessarily
indicative of future results and do not take into account Federal, state and
local taxes that shareowners must pay on a current basis.

Since performance will fluctuate, performance data for the Funds should not be
used to compare an investment in the Funds' shares with bank deposits, savings
accounts and similar investment alternatives which often provide an agreed or
guaranteed fixed yield for a stated period of time. Shareowners should remember
that performance is generally a function of the kind and quality of the
instruments held in a portfolio, portfolio maturity, operating expenses and
market conditions.

The average annual total returns for the Funds which quote such performance
were as follows for the periods shown (except that total return is shown for
CHICAGO TRUST ASSET ALLOCATION FUND since it has been operating
for less than one year) .

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
12/13/93* 11/01/94
SERIES THROUGH THROUGH
------ 10/31/95 10/31/95
-------- --------
<S> <C> <C>
- -------------------------------------------------------------------------------------------------
CHICAGO TRUST GROWTH & INCOME FUND 15.37% 28.66%
- -------------------------------------------------------------------------------------------------
CHICAGO TRUST BOND FUND 5.79% 14.89%
- -------------------------------------------------------------------------------------------------
CHICAGO TRUST MUNICIPAL BOND FUND 3.76% 9.29%
- -------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
9/19/94* 11/01/94
SERIES THROUGH THROUGH
------ 10/31/95 10/31/95
-------- --------
<S> <C> <C>
- ------------------------------------------------------------------------------------------------
CHICAGO TRUST TALON FUND 19.58%> 18.92%
- -----------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------
11/02/94*
SERIES THROUGH
------ 10/31/95
--------
<S> <C>
----------------------------------------------------------------
MONTAG & CALDWELL GROWTH FUND 31.97%/(1)/
----------------------------------------------------------------
MONTAG & CALDWELL BALANCED FUND 23.82%/(1)/
----------------------------------------------------------------

</TABLE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------
9/21/95*
SERIES THROUGH
------ 1/31/96
-------
<S> <C>
-----------------------------------------------------------------
CHICAGO TRUST ASSET ALLOCATION FUND 7.97%/(1)(2)/
------------------------------------------------------------------
</TABLE>

* Applicable Commencement of Operations
/(1)/ Annualized
/(2)/ Total Return
<PAGE>

YIELD OF CHICAGO TRUST MONEY MARKET FUND
- ----------------------------------------

As summarized in the Prospectus, the yield of this Fund for a seven-day period
(the "base period") will be computed by determining the net change in value
(calculated as set forth below) of a hypothetical account having a balance of
one share at the beginning of the period, dividing the net change in account
value by the value of the account at the beginning of the base period to obtain
the base period return, and multiplying the base period return by 365/7 with the
resulting yield figure carried to the nearest hundredth of one percent. Net
changes in value of a hypothetical account will include the value of additional
shares purchased with dividends from the original share and dividends declared
on both the original share and any such additional shares, but will not include
realized gains or losses or unrealized appreciation or depreciation on portfolio
investments. Yield may also be calculated on a compound basis (the "effective
yield") which assumes that net income is reinvested in shares of the Fund at the
same rate as net income is earned for the base period.

The yield and effective yield of CHICAGO TRUST MONEY MARKET FUND will vary in
response to fluctuations in interest rates and in the expenses of the Fund. For
comparative purposes, the current and effective yields should be compared to
current and effective yields offered by competing financial institutions for the
same base period and calculated by the methods described above. For the seven-
day period ended October 31, 1995, CHICAGO TRUST MONEY MARKET FUND had a yield
of 5.60% and an effective yield of 5.39% .

YIELDS OF CHICAGO TRUST BOND FUND AND CHICAGO TRUST MUNICIPAL BOND FUND
- -----------------------------------------------------------------------

The yield of each of these Funds is calculated by dividing the net investment
income per share (as described below) earned by the Fund during a thirty-day (or
one month) period by the maximum offering price per share on the last day of the
period and annualizing the result on a semi-annual basis by adding one to the
quotient, raising the sum to the power of six, subtracting one from the result
and then doubling the difference. A Fund's net investment income per share
earned during the period is based on the average daily number of shares
outstanding during the period entitled to receive dividends and includes
dividends and interest earned during the period minus expenses accrued for the
period, net of reimbursements. This calculation can be expressed as follows:

6
YIELD = 2 [ ( a - b + 1) - 1 ]
-------
cd

Where: a = dividends and interest earned during the period.

b = expenses accrued for the period (net of reimbursements).

c = the average daily number of shares outstanding during the period
that were entitled to receive dividends.

d = maximum offering price per share on the last day of the period.

For the purpose of determining net investment income earned during the period
(variable "a" in the formula), dividend income on equity securities held by a
Fund is recognized by accruing 1/360 of the stated dividend rate of the security
each day that the security is in the Fund. Except as noted below, interest
earned on any debt obligations held by a Fund is calculated by computing the
yield to maturity of each obligation held by that Fund based on the market value
of the obligation (including actual accrued interest) at the close of business
on the last business day of the month, the purchase price (plus actual accrued
interest) and dividing the result by 360 and multiplying the quotient by the
market value of the obligation (including actual accrued interest) in order to
determine the interest income on the obligation for each day of the subsequent
month that the obligation is held by that Fund. For purposes of this
calculation, it is assumed that each month contains thirty days. The date on
which the obligation reasonably may be expected to be called or, if none, the
maturity date. With respect to debt obligations purchased at a discount or
premium, the formula generally calls for amortization of the discount premium.
The amortization schedule will be adjusted monthly to reflect changes in the
market values of such debt obligations.
<PAGE>

Expenses accrued for the period (variable "b" in the formula) include all
recurring fees charged by a Fund to all shareowner accounts in proportion to the
length of the base period and the Fund's mean (or median) account size.
Undeclared earned income will be subtracted from the offering price per capital
share (variable "d" in the formula).

Interest earned on tax-exempt obligations that are issued without original
issue discount and have a current market discount is calculated by using the
coupon rate of interest instead of the yield to maturity. In the case of tax-
exempt obligations that are issued with original issue discount but which have
discounts based on current market value that exceed the then-remaining portion
of the original discount (market discount), the yield to maturity is the imputed
rate based on the original issue discount calculation. On the other hand, in
the case of tax-exempt obligations that are issued with original issue discount
but which have discounts based on current market value that are less than the
then-remaining portion of the original discount (market premium), the yield to
maturity is based on the market value.

With respect to mortgage- or other receivables-backed obligations which are
expected to be subject to monthly payments of principal and interest ("pay-
downs"): (i) gain or loss attributable to actual monthly pay-downs are
accounted for as an increase or decrease to interest income during the period;
and (ii) each Fund may elect either (a) to amortize the discount and premium on
the remaining security, based on the cost of the security, to the weighted
average maturity date, if such information is available, or to the remaining
term of the security, if any, if the weighted average date is not available or
(b) not to amortize discount or premium on the remaining security.

For the thirty-day period ended October 31, 1995, CHICAGO TRUST BOND FUND had
a yield of 6.28%.

For the thirty-day period ended October 31, 1995, CHICAGO TRUST MUNICIPAL BOND
FUND had a tax-free yield of 3.62%.

TAX-EQUIVALENT YIELD
- --------------------

The "tax-equivalent yield" of CHICAGO TRUST MUNICIPAL BOND FUND is computed
by: (a) dividing the portion of the yield (calculated as above) that is exempt
from Federal income tax by one minus a stated Federal income tax rate; and (b)
adding to that figure to that portion, if any, of the yield that is not exempt
from Federal income tax.

The tax-equivalent yield of this Fund reflects the taxable yield that an
investor at the stated marginal Federal income tax rate would have to receive to
equal the primarily tax-exempt yield from CHICAGO TRUST MUNICIPAL BOND FUND.
Before investing in this Fund, you may want to determine which investment --
tax-free or taxable -- will result in a higher after-tax yield. To do this,
divide the yield on the tax-free investment by the decimal determined by
subtracting from 1 the highest Federal tax rate you pay. For example, if the
tax-free yield is 5% and your maximum tax bracket is 36%, the computation is:

5% Tax-Free Yield - (1/.36 Tax Rate) = 5%/.64% = 7.8125% Tax Equivalent Yield

In this example, your after-tax return would be higher from the 5% tax-free
investment if available taxable yields are below 7.8125%. Conversely, the
taxable investment would provide a higher yield when taxable yields exceed
7.8125%.

For the thirty-day period ended October 31, 1995, CHICAGO TRUST MUNICIPAL BOND
FUND had a tax-equivalent yield of 5.65625%, based on the tax-free yield of
3.62% shown above, and assuming a shareowner is at the 36% Federal income tax
rate.

OTHER INFORMATION
-----------------

The Prospectus and this Statement of Additional Information do not contain all
the information included in the Registration Statement filed with the SEC under
the 1933 Act with respect to the securities offered by the Prospectus. Certain
portions of the Registration Statement have been omitted from the Prospectus and
this Statement of Additional Information pursuant to the rules and regulations
of the SEC. The Registration Statement including the exhibits filed therewith
may be examined at the office of the SEC in Washington, D.C.
<PAGE>

Statements contained in the Prospectus or in this Statement of Additional
Information as to the contents of any contract or other document referred to are
not necessarily complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement of which the Prospectus and this Statement of Additional Information
forms a part. Each such statement is qualified in all respects by such
reference.

CUSTODIAN
- ---------

UMB Bank, n.a., 928 Grand Avenue, Kansas City, Missouri 64106 serves as
Custodian of the Company's assets pursuant to a Custodian Agreement. Under such
Agreement, UMB: (i) maintains a separate account or accounts in the name of
each Fund; (ii) holds and transfers portfolio securities on account of each
Fund; (iii) accepts receipts and makes disbursements of money on behalf of each
Fund; (iv) collects and receives all income and other payments and distributions
on account of each Fund's securities; and (v) makes periodic reports to the
Board of Trustees concerning each Fund's operations.

REPORTS TO SHAREOWNERS
- ----------------------

Shareowners will receive unaudited semi-annual reports describing the Funds'
investment operations and annual financial statements audited by independent
certified public accountants. Inquiries regarding the Funds may be directed to
the Investment Advisor or Sub-Investment Advisor at (800) 992-8151.
<PAGE>

Annual Report
October 31, 1995

Home for your investments/sm/

[ART]

Montag & Caldwell Growth Fund

Chicago Trust Growth & Income Fund

Chicago Trust Talon Fund

Chicago Trust Asset Allocation Fund

Montag & Caldwell Balanced Fund

Chicago Trust Bond Fund

Chicago Trust Municipal Bond Fund

Chicago Trust Money Market Fund

[CT&T FUNDS LOGO]

The Chicago Trust Company, Investment Advisor
Montag & Caldwell, Inc., Investment Advisor

<PAGE>

December 27, 1995

Dear Shareowner,

Fiscal year 1995 has been an exciting year for owners of shares in our Funds.
The stock market, as measured by the popular averages, is up around 26% and
the intermediate-term bond market has increased by about 14%. The continued
bull market in stocks and bonds surprised many market observers, but for those
prescient souls who stayed the course, account balances are a lot fatter today
than they were at this time last year.

We are very pleased with the performance of our flagship equity funds, the
Chicago Trust Growth & Income Fund and the Montag & Caldwell Growth Fund. For
the fiscal year ended October 31, 1995, both Funds outperformed their
respective peer groups and the S&P 500. Similarly, the Montag & Caldwell
Balanced Fund, the Chicago Trust Bond Fund and the Chicago Trust Money Market
Fund all outperformed their peer groups. The Chicago Trust Talon Fund and the
Chicago Trust Municipal Bond Fund were both conservatively positioned in 1995.
Nonetheless, the Talon Fund returned 18.9% and the Municipal Bond Fund had an
after tax return of 9.3% for the fiscal year.

On September 21, 1995, we added the Chicago Trust Asset Allocation Fund to our
Fund Family. This Fund's total return since inception through October 31, 1995
was 1.08% compared to the combined benchmark of the S&P 500 and the Lehman
Aggregate Bond Index of 0.62%.

It is easy to get complacent and cocky after a year like 1995. However, we
will remain vigilant and watchful. The economy is much too complex and its
relationships with securities markets far too rich for us to know which
markets will do well and which will do poorly over the next 12 months. For
those investors with a long-term horizon we have an outstanding mix of funds
which should serve you well in the years ahead.

Thank you for your investment in the CT&T Family of Funds.

Sincerely,

LOGO
Stuart D. Bilton
Chairman
<PAGE>

CT&T FUNDS -- MANAGEMENT DISCUSSION AND ANALYSIS October 31, 1995
- -------------------------------------------------------------------------------

MONTAG & CALDWELL GROWTH FUND

The Montag & Caldwell Growth Fund saw its performance soar with the rise in
the technology sector. The Fund had a total return, for the period (inception
date 11/2/94) ending October 31, 1995, of 31.9% while the S&P 500 Index was
24.7% for the same period. In addition the Lipper Growth Fund Index returned
only 24.0% for the same period.

During the fiscal period ended October 31, 1995, the Fund maintained on
average, one third of its assets in technology securities. This has
significantly contributed to the strong performance. In addition, the Fund has
invested in those growth companies that are positioned to benefit from the
expansion of global markets. Many of these companies are multinational
consumer product, healthcare, and well positioned technology companies.

An economic environment of steady to lower bond yield and slower corporate
profit growth should be a favorable environment for investing in growth
companies. The present valuations of the future income streams of such
companies will show greater improvement as compared to the valuations of
slower growing companies. Also, because we expect moderate corporate profit
growth to persist for quite some time, the shares of quality growth companies
are likely to experience an expansion of their relative valuations as
investors seek out companies with superior earnings growth rates.

[PERFORMANCE GRAPH APPEARS HERE]

MONTAG & CALDWELL GROWTH PERFORMANCE GRAPH

M & C
DATE S&P 500 GROWTH FUND
-------- ---------- -----------
11/02/94 $10,000.00 $10,000.00
11/30/94 $ 9,636.00 $ 9,760.00
12/31/94 $ 9,779.00 $ 9,775.00
01/31/95 $ 9,968.00 $10,005.00
02/28/95 $10,423.00 $10,265.00
03/31/95 $10,731.00 $10,629.00
04/30/95 $11,047.00 $10,999.00
05/31/95 $11,488.00 $11,419.00
06/30/95 $11,755.00 $12,099.00
07/31/95 $12,145.00 $12,630.00
08/31/95 $12,175.00 $12,389.00
09/30/95 $12,689.00 $12,736.00
10/31/95 $12,644.00 $13,186.91

MONTAG & CALDWELL GROWTH FUND TEN LARGEST HOLDINGS

1. Intel Corp.
2. Coca-Cola Co.
3. Microsoft Corp.
4. Cisco Systems, Inc.
5. Compaq Computer Corp.
6. Seagate Technology, Inc.
7. Procter & Gamble Co.
8. Gillette Co.
9. Home Depot, Inc.
10. Oracle Systems, Inc.

2
<PAGE>

CT&T FUNDS -- MANAGEMENT DISCUSSION AND ANALYSIS October 31, 1995
- -------------------------------------------------------------------------------

CHICAGO TRUST GROWTH & INCOME FUND

The Chicago Trust Growth & Income Fund had outstanding performance during the
fiscal year ended October 31, 1995. The Fund's one year total return as of
October 31, 1995 was 28.7% compared to 26.4% for the S&P 500 Index and 20.0%
for the Lipper Growth & Income Fund Index. Your Fund ranked 8 out of 462
Growth & Income Funds listed by Morningstar, Inc. for its one year total
return.

The market continued to set new highs throughout much of 1995 with strong
corporate earnings, low interest rates, and good cash flow into mutual funds.
Technology led the way for most of the year, although in recent months it has
underperformed the market. Defensively oriented groups, such as consumer
staples and utilities, which had been consistent underperformers, recovered
significantly the last few months of the fiscal year.

While the returns of 1995 are not expected year in and year out, we continue
to emphasize the use of quality growth issues which offer the ability to
deliver above average and consistent growth during periods of slowing overall
profits and a rather sluggish economy.

Since inception of the Fund on December 13, 1993 through October 31, 1995, the
total return was 30.9% compared to 31.3% for the S&P 500 Index.

[PERFORMANCE GRAPH APPEARS HERE]

CHICAGO TRUST GROWTH & INCOME PERFORMANCE GRAPH

CT GROWTH &
DATE S&P 500 DATE INCOME FUND
-------- ---------- -------- -----------
12/31/93 $10,000.00 12/31/93 $10,000.00
01/31/94 $10,343.00 01/31/94 $10,394.00
02/28/94 $ 9,944.00 02/28/94 $10,063.00
03/31/94 $ 9,585.00 03/31/94 $ 9,707.00
04/29/94 $ 9,778.00 04/29/94 $ 9,797.00
05/31/94 $ 9,924.00 05/31/94 $ 9,998.00
06/30/94 $ 9,731.00 06/30/94 $ 9,674.00
07/31/94 $10,022.00 07/31/94 $ 9,946.00
08/31/94 $10,431.00 08/31/94 $10,327.00
09/30/94 $10,196.00 09/30/94 $ 9,971.00
10/31/94 $10,423.00 10/31/94 $10,173.00
11/30/94 $ 9,667.00 11/30/94 $ 9,911.00
12/31/94 $10,206.00 12/31/94 $10,194.00
01/31/95 $10,326.00 01/31/95 $10,366.00
02/28/95 $10,444.00 02/28/95 $10,759.00
03/31/95 $11,119.00 03/31/95 $10,928.00
04/30/95 $11,446.00 04/30/95 $11,231.00
05/31/95 $11,904.00 05/31/95 $11,554.00
06/30/95 $12,180.00 06/30/95 $11,942.00
07/31/95 $12,584.00 07/31/95 $12,327.00
08/31/95 $12,615.00 08/31/95 $12,418.00
09/30/95 $13,148.00 09/30/95 $13,068.00
10/31/95 $13,100.00 10/31/95 $13,087.79

CHICAGO TRUST GROWTH & INCOME FUND TEN LARGEST HOLDINGS

1. Pfizer, Inc.
2. Service Corp. International
3. Procter & Gamble Co.
4. Walgreen Co.
5. Raytheon Co.
6. American International Group, Inc.
7. Illinois Tool Works, Inc.
8. Royal Dutch Petroleum Co. -- NY Registered
9. General Electric Co.
10. Kimberly Clark Corp.

3
<PAGE>

CT&T FUNDS -- MANAGEMENT DISCUSSION AND ANALYSIS October 31, 1995
- -------------------------------------------------------------------------------

CHICAGO TRUST TALON FUND

Particularly in a market driven by low interest rates and showing signs of
speculative excesses, we must fully understand the businesses and managements
represented in the Talon Fund portfolio. We continually ask ourselves if we
hold value at these levels in each stock. Valuations must represent a discount
to private market standards. We also require confidence in each company's
ability to meet earnings expectations. Our sensitivity to capital preservation
and value results in about a 23% cash position, further enhanced with S&P
Puts. Over the past fiscal year ending October 31, 1995, the Talon Fund
returned 18.9%. In comparison, the S&P MidCap 400 Index returned 21.2%.

Since inception of the Fund on September 19, 1994 through October 31, 1995,
the total return was 21.9% compared to 19.5% for the S&P Midcap 400 Index.

[PERFORMANCE GRAPH APPEARS HERE]

CHICAGO TRUST TALON PERFORMANCE GRAPH

MIDCAP 400
DATE INDEX TALON
-------- ---------- -----------
09/19/94 $10,000.00 $10,000.00
09/26/94 $ 9,752.00 $10,090.00
10/31/94 $ 9,736.00 $10,250.00
11/30/94 $ 9,278.00 $10,110.00
12/31/94 $ 9,347.00 $10,181.00
01/31/95 $ 9,432.00 $10,151.00
02/28/95 $ 9,905.00 $10,613.00
03/31/95 $10,077.00 $10,836.00
04/30/95 $10,280.00 $10,766.00
05/31/95 $10,528.00 $11,179.00
06/30/95 $10,956.00 $11,729.00
07/31/95 $11,527.00 $12,172.00
08/31/95 $11,740.00 $12,193.00
09/30/95 $12,024.00 $12,542.00
10/31/95 $11,715.00 $12,189.00

CHICAGO TRUST TALON FUND TEN LARGEST HOLDINGS

1. Brooklyn Bancorp, Inc.
2. Robotic Vision Systems, Inc.
3. Risk Capital Holdings, Inc.
4. Starbucks Corp.
5. Pyxis Corp.
6. MGM Grand, Inc.
7. North American Vaccine, Inc.
8. Gymboree Corp.
9. Elan Corp.
10. TIG Holdings, Inc.

4
<PAGE>

CT&T FUNDS -- MANAGEMENT DISCUSSION AND ANALYSIS October 31, 1995
- -------------------------------------------------------------------------------

MONTAG & CALDWELL BALANCED FUND

The Montag & Caldwell Balanced Fund had a strong gain for the period
(inception date 11/2/94) ending October 31, 1995 of 23.8% while the combined
index of the S&P 500 and the Lehman Brother's Government/Corporate Bond Index
was 20.4%. In addition, the Lipper Balanced Fund Index was 17.4%.

During the year, the Fund maintained approximately 60% of the portfolio in
common stocks and 40% in bonds. The technology sector helped push up the
strong returns in the common stock portion of the portfolio. The Fund also
maintained positions in the multinational consumer product and healthcare
sectors. We will continue to favor growth companies that will benefit from the
expansion of global markets.

The bond market for this period has been very strong. The Federal Reserve has
successfully brought the economy to a "soft landing". The first Federal
Reserve easing in three years occurred during 1995. Economic data pointing to
moderate economic growth and low inflation suggests that bond yields should
move in a steady to somewhat lower range in the period ahead. With this
outlook in mind, we continue to emphasize the treasury bond sector with
maturities of 7-10 years.

[PERFORMANCE GRAPH APPEARS HERE]

MONTAG & CALDWELL BALANCED PERFORMANCE GRAPH

LEHMAN/ M & C
DATE S&P 500 BALANCED FUND
-------- ---------- -------------
11/02/94 $10,000.00 $10,000.00
11/30/94 $ 9,793.00 $ 9,870.00
12/31/94 $ 9,937.00 $ 9,878.00
01/31/95 $10,160.00 $10,079.00
02/28/95 $10,470.00 $10,330.00
03/31/95 $10,699.00 $10,553.00
04/30/95 $10,932.00 $10,817.00
05/31/95 $11,371.00 $11,261.00
06/30/95 $11,602.00 $11,691.00
07/31/95 $11,775.00 $11,944.00
08/31/95 $11,861.00 $11,823.00
09/30/95 $12,227.00 $12,068.00
10/31/95 $12,298.00 $12,374.60

MONTAG & CALDWELL BALANCED FUND TEN LARGEST HOLDINGS

1. U.S. Treasury Note 6.25%, 2/15/03
2. J.C. Penney & Co. Debentures 9.75%, 6/15/21
3. Intel Corp.
4. Cisco Systems, Inc.
5. Coca-Cola Co.
6. U.S. Treasury Note 7.25%, 5/15/04
7. U.S. Treasury Strip Zero Coupon, 2/15/06
8. U.S. Treasury Note 7.88%, 11/15/04
9. U.S. Treasury Note 6.38%, 8/15/02
10. Microsoft Corp.

5
<PAGE>

CT&T FUNDS -- MANAGEMENT DISCUSSION AND ANALYSIS October 31, 1995
- -------------------------------------------------------------------------------

CHICAGO TRUST BOND FUND
Declining interest rates over the last year have allowed fixed income
investors to enjoy very handsome returns. The Chicago Trust Bond Fund had
strong results for the fiscal year ended October 31, 1995. The Fund's one year
total return was 14.9%. This compares favorably with total returns for the
fund's benchmarks. The Lipper Intermediate Investment Grade Bond Index earned
13.8% while the Lehman Aggregate Bond Index return was 15.7%. In fact, the
return for the Lehman Aggregate Bond Index was the 5th highest since its
inception in 1976.

Strong performance during a bond market rally is directly attributable to the
Fund's maturity structure as measured by effective duration. During most of
the fiscal year the Fund maintained an effective portfolio duration of 4.6
years. The Lehman Aggregate Bond Index also had the same duration. As a result
the Fund was favorably positioned to participate in the bond market rally.

The composition of the Fund's asset mix will contribute to attractive long
term investment results. During the last year the Fund continued to overweight
Corporate Bonds based on favorable longer term returns. Currently, 43% of the
portfolio is invested in Corporate Bonds. We focus on fundamental credit
research and portfolio diversification. The Corporate Bond holdings are
diversified among 34 issues. The largest exposure in an individual issue is
3%. In summary, the higher the quality the higher the weighting. Conversely,
the lower the quality the lower the weighting. All high yield investments
average 1% of assets.

Throughout most of the year the Fund was underweighted in U.S. Agency Mortgage
securities. In a declining interest rate environment, mortgage security
returns will lag behind other fixed income investments. We have emphasized
discount Agency CMO's and 15 year Agency Pass Throughs with stable cash flow
characteristics in order to minimize interest rate risk.

As of this writing the 30 year Treasury Bond is hovering at 6%. It appears the
bond market expects the economy to flirt with a recession. At the same time,
the market has already priced in the assumption that the Federal Reserve will
cut short term rates once before the end of the year and again in early 1996.
Bond market returns in 1996 will be significantly impacted by the market's
interpretation of the Fed's monetary policy.

Since inception of the Fund on December 13, 1993 through October 31, 1995, the
total return was 11.2% compared to 11.9% for the Lehman Aggregate Bond Index.

6
<PAGE>

CT&T FUNDS -- MANAGEMENT DISCUSSION AND ANALYSIS October 31, 1995
- --------------------------------------------------------------------------------

CHICAGO TRUST BOND FUND--CONTINUED

[PERFORMANCE GRAPH APPEARS HERE]

CHICAGO TRUST BOND FUND PERFORMANCE GRAPH

LEHMAN BOND
DATE INDEX BOND FUND
-------- ---------- -----------
12/31/93 $10,000.00 $10,000.00
01/31/94 $10,186.00 $10,147.00
02/28/94 $10,052.00 $ 9,998.00
03/31/94 $ 9,853.00 $ 9,794.00
04/29/94 $ 9,837.00 $ 9,682.00
05/31/94 $ 9,886.00 $ 9,649.00
06/30/94 $ 9,914.00 $ 9,636.00
07/31/94 $10,175.00 $ 9,768.00
08/31/94 $10,231.00 $ 9,792.00
09/30/94 $10,121.00 $ 9,692.00
10/31/94 $10,159.00 $ 9,677.00
11/30/94 $10,184.00 $ 9,660.00
12/31/94 $10,346.00 $ 9,736.00
01/31/95 $10,556.00 $ 9,894.00
02/28/95 $10,838.00 $10,094.00
03/31/95 $10,948.00 $10,189.00
04/29/95 $11,148.00 $10,307.00
05/31/95 $11,589.00 $10,679.00
06/30/95 $11,722.00 $10,754.00
07/31/95 $11,739.00 $10,735.00
08/31/95 $11,911.00 $10,863.00
09/30/95 $12,070.00 $10,981.00
10/31/95 $12,251.00 $11,117.20

CHICAGO TRUST BOND FUND TEN LARGEST HOLDINGS

1. Government National Mortgage Association 7.00%, 10/15/23
2. Federal National Mortgage Association 5.24%, 7/15/98
3. Federal Home Loan Mortgage Corp. CMO REMIC 6.50%, 6/01/09
4. Federal National Mortgage Association CMO REMIC 6.25%, 7/25/02
5. Federal National Mortgage Association CMO REMIC 6.00%, 6/25/02
6. Government National Mortgage Association 7.50%, 4/15/23
7. John Deere Capital Corp. Debentures 8.63%, 8/01/19
8. AMR Corp. Debentures 10.00%, 4/15/21
9. Government National Mortgage Association 8.00%, 6/15/17
10. Long Island Lighting Co. Debentures 9.00%, 11/01/22

7
<PAGE>

CT&T FUNDS -- MANAGEMENT DISCUSSION AND ANALYSIS October 31, 1995
- -------------------------------------------------------------------------------

CHICAGO TRUST MUNICIPAL BOND FUND
Most bond market participants thought that 1994 was an interesting year, but
1995 threw us some curves of its own. While we weathered a bear market in
1994, we experienced a bull market, albeit a muted one for municipals, during
1995. Interest rates are lower across fixed income markets, with muni rates
down from 0.50% to 1.00% depending on maturity. At October 31, 1995, AA
General Obligation yields were 4.3% in 5 years, 4.9% in ten years, and 5.7% in
30 years. The Fund's one year total return was 9.3% compared to 10.3% for the
Lehman 5 Year General Obligation Index.

While municipal bonds participated in the 1995 rally, tax-exempts
underperformed the taxable market for the period. In other words, tax-exempt
yields fell but not as much as taxable yields, making municipals "cheap" by
comparison. The ratio of 15-30 year municipal to Treasury yields has been in
the historically high range of 80-90% for most of the year, creating
opportunities for investors with higher risk tolerance.

Last December's bankruptcy filing by Orange County, CA set the stage for
credit concerns that are still affecting municipal issuers today. Also, the
possibility of federal tax reform continues to haunt the market. The greatest
threat to municipal bonds is reform that would exempt all investment income
from federal taxation. It has been suggested that fundamental tax law change
might decrease the overall level of interest rates, reducing the impact on
municipal bond values. The actual face of tax reform and its impact on the
economy and markets remain to be seen.

In the Chicago Trust Municipal Bond Fund we took advantage of market
opportunities to sell shorter and lower coupon securities in order to extend
the fund's average maturity and increase yield. We were also able to purchase
bonds in what are usually considered "specialty" states (such as New York and
Oregon) at general market levels due to increased supply from these issuers.
The fund's average maturity is on the long end of our parameters at about 6
years and is positioned to take advantage of what we believe will be stable to
strong market conditions.

Since inception of the Fund on December 13, 1993 through October 31, 1995, the
total return was 7.2%, compared to 9.0% for the Lehman 5 Year General
Obligation Index.

8
<PAGE>

CT&T FUNDS -- MANAGEMENT DISCUSSION AND ANALYSIS October 31, 1995
- --------------------------------------------------------------------------------

CHICAGO TRUST MUNICIPAL BOND FUND -- CONTINUED

[PERFORMANCE GRAPH APPEARS HERE]

CHICAGO TRUST MUNICIPAL BOND PERFORMANCE GRAPH

LEHMAN 5 YR MUNI BOND
DATE INDEX FUND
-------- ---------- -----------
12/31/93 $10,000.00 $10,000.00
01/31/94 $10,157.00 $10,106.00
02/28/94 $ 9,994.00 $ 9,934.00
03/31/94 $ 9,787.00 $ 9,725.00
04/29/94 $ 9,914.00 $ 9,803.00
05/31/94 $ 9,994.00 $ 9,848.00
06/30/94 $ 9,996.00 $ 9,821.00
07/31/94 $10,132.00 $ 9,922.00
08/31/94 $10,204.00 $ 9,946.00
09/30/94 $10,160.00 $ 9,875.00
10/31/94 $10,129.00 $ 9,808.00
11/30/94 $10,091.00 $ 9,730.00
12/31/94 $10,226.00 $ 9,790.00
01/31/95 $10,333.00 $ 9,958.00
02/28/95 $10,505.00 $10,089.00
03/31/95 $10,693.00 $10,201.00
04/29/95 $10,757.00 $10,218.00
05/31/95 $11,006.00 $10,421.00
06/30/95 $11,048.00 $10,415.00
07/31/95 $11,222.00 $10,518.00
08/31/95 $11,356.00 $10,610.00
09/30/95 $11,421.00 $10,647.00
10/31/95 $11,493.00 $10,719.03

CHICAGO TRUST MUNICIPAL BOND FUND TEN LARGEST HOLDINGS

1. King County, Washington, Series A, G.O. 5.80%, 1/01/04
2. Jordan School District, Series A, G.O. 5.25%, 6/15/00
3. Florida State Dade County Road 4.70%, 7/01/97
4. State of Illinois, G.O. 5.40%, 6/01/96
5. Cook County, Illinois Series B, G.O., MBIA Insured 4.70%, 11/15/01
6. Virginia Public School Authority Revenue 5.50%, 8/01/03
7. Shelby County, Series A, G.O. 4.50%, 3/01/96
8. State of Nevada, Water Pollution Control, Revolving Funding, G.O.
4.10%, 11/01/98
9. Salt River Project Electric System Revenue, Refunding Series A, 5.50%,
01/01/05
10. Texas Water Development Board, G.O., Escrowed to Maturity 5.00%,
8/01/99

9
<PAGE>

CT&T FUNDS -- MANAGEMENT DISCUSSION AND ANALYSIS October 31, 1995
- -------------------------------------------------------------------------------

CHICAGO TRUST MONEY MARKET FUND

The Chicago Trust Money Market Fund continues to provide excellent performance
relative to its benchmark, the Donoghue's First Tier Index. As of October 31,
1995, the Fund's 30 day yield was 5.4% vs. an index yield of 5.2%. Measured
over a 7-day period, the yield advantage was greater yet. The Fund returned
5.6% while the Index returned 5.2%. This advantage is possible when a
relatively short fund extends its maturity range to purchase securities on the
highest yielding part of the short-term yield curve. This investment strategy
has worked very well for us to this point.

The investment objectives of the Money Market Fund remain the same-safety,
liquidity, and yield. Derivative securities do not fit in with these
objectives, so they are not used. Instead, tried and true investment
management techniques such as diversification, asset allocation, and credit
analysis are used. We believe a money market shareowner is best served by
applying these techniques.

10
<PAGE>

CT&T FUNDS -- SCHEDULE OF INVESTMENTS October 31, 1995
- --------------------------------------------------------------------------------

MONTAG & CALDWELL GROWTH FUND
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
------ ----------
<S> <C> <C>
COMMON STOCK -- 89.33%
COMMUNICATIONS -- 2.60%
Motorola, Inc. ............................................... 16,000 $1,050,000
----------
COMPUTER HARDWARE -- 17.79%
Adaptec, Inc.* ............................................... 26,500 1,179,250
Compaq Computer Corp.* ....................................... 26,000 1,449,500
Intel Corp. .................................................. 25,400 1,774,825
Intelligent Electronics, Inc. ................................ 31,000 236,375
Seagate Technology, Inc.* .................................... 31,000 1,387,250
Solectron Corp.* ............................................. 28,600 1,151,150
----------
7,178,350
----------
COMPUTER SOFTWARE -- 10.69%
Cisco Systems, Inc.* ......................................... 19,600 1,519,000
Microsoft Corp.* ............................................. 15,500 1,550,000
Oracle System Corp.* ......................................... 28,500 1,243,313
----------
4,312,313
----------
CONSUMER DURABLES -- 1.78%
Harley Davidson, Inc. ........................................ 26,900 719,575
----------
CONSUMER NON-DURABLES -- 10.31%
Gillette Co. ................................................. 26,500 1,281,937
International Flavors &
Fragrances, Inc. ............................................ 14,000 675,500
Mattel, Inc. ................................................. 31,800 914,250
Procter & Gamble Co. ......................................... 15,900 1,287,900
----------
4,159,587
----------
ELECTRICAL EQUIPMENT -- 3.02%
Duracell International, Inc. ................................. 23,300 1,220,337
----------
ENTERTAINMENT & LEISURE -- 2.43%
Walt Disney Co. .............................................. 17,000 979,625
----------
FINANCIAL SERVICES -- 8.94%
Federal National Mortgage Association ........................ 10,600 1,111,675
General Motors Corp. CL E .................................... 24,000 1,131,000
Interpublic Group Cos., Inc. ................................. 17,000 658,750
MBNA Corp. ................................................... 19,100 704,313
----------
3,605,738
----------
FOOD & BEVERAGE -- 11.10%
Coca-Cola Co. ................................................ 21,700 1,559,688
CPC International, Inc. ...................................... 10,600 703,575
Kellogg Co. .................................................. 10,600 765,850
Pioneer Hi-Bred International, Inc. .......................... 14,300 709,637
Wrigley, Wm. Jr., Co. ........................................ 15,900 739,350
----------
4,478,100
----------
HEALTH CARE -- 5.59%
Abbott Laboratories .......................................... 26,500 1,053,375
Johnson & Johnson ............................................ 14,800 1,206,200
----------
2,259,575
----------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
---------- -----------
<S> <C> <C>
LODGING -- 1.73%
Marriott International, Inc. ......................... 18,900 $ 696,937
-----------
PHARMACEUTICALS-- 7.22%
Eli Lilly & Co. ...................................... 7,800 753,675
Merck & Co. .......................................... 18,000 1,035,000
Pfizer, Inc. ......................................... 19,600 1,124,550
-----------
2,913,225
-----------
RETAIL -- 6.13%
Home Depot, Inc. ..................................... 34,000 1,266,500
The Gap, Inc. ........................................ 30,700 1,208,813
-----------
2,475,313
-----------
TOTAL COMMON STOCK
(Cost $30,160,572) .................................. 36,048,675
-----------
MONEY MARKET FUND-- 2.19%
(Cost $884,199)
Fidelity U.S. Government Reserves .................... 884,199 844,199
-----------
<CAPTION>
PRINCIPAL
AMOUNT
----------
<S> <C> <C>
REPURCHASE
AGREEMENT -- 7.64%
(Cost $3,084,000)
United Missouri Bank, U.S. Treasury Note, $3,119,000
par, 7.5% coupon, due 02/29/96, dated 10/31/95, to be
sold on 11/01/95 at $3,084,454 ...................... $3,084,000 3,084,000
-----------
TOTAL INVESTMENTS -- 99.16%
(Cost $34,128,771)/1/................................ 40,016,874
-----------
OTHER ASSETS NET OF LIABILITIES -- 0.84% ............. 338,175
-----------
NET ASSETS -- 100.00%................................. $40,355,049
===========
/1/Aggregate cost for federal income tax purposes is
$34,128,771; and net unrealized appreciation is as
follows:
Gross unrealized appreciation $6,215,993
Gross unrealized depreciation (327,890)
----------
Net unrealized appreciation $5,888,103
==========
</TABLE>
* Non-income producing security.
See accompanying notes to financial statements.

11
<PAGE>

CT&T FUNDS -- SCHEDULE OF INVESTMENTS October 31, 1995
- --------------------------------------------------------------------------------

CHICAGO TRUST GROWTH & INCOME FUND
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
------- ----------
<S> <C> <C>
COMMON STOCK -- 91.23%
CHEMICALS -- 1.45%
Praxair, Inc................................................ 92,400 $2,494,800
----------
COMMUNICATIONS -- 2.45%
Motorola, Inc............................................... 64,400 4,226,250
----------
COMPUTERS/OFFICE EQUIPMENT -- 11.00%
Cisco Systems, Inc.*........................................ 30,200 2,340,500
Computer Sciences Corp.*.................................... 91,700 6,132,438
Hewlett-Packard Co.......................................... 52,900 4,899,862
Microsoft Corp.*............................................ 55,700 5,570,000
----------
18,942,800
----------
CONSUMER DURABLES -- 0.23%
Harley Davidson, Inc........................................ 14,600 390,550
----------
CONSUMER NON-DURABLES -- 11.04%
Gillette Co................................................. 84,400 4,082,850
Mattel, Inc................................................. 75,000 2,156,250
Newell Co................................................... 234,100 5,647,662
Procter & Gamble Co......................................... 88,100 7,136,100
----------
19,022,862
----------
ELECTRICAL/ELECTRONICS -- 3.77%
General Electric Co......................................... 102,700 6,495,775
----------
ENERGY -- 6.72%
Exxon Corp.................................................. 66,400 5,071,300
Royal Dutch Petroleum Co. --
NY Registered.............................................. 52,900 6,500,088
----------
11,571,388
----------
FINANCIAL SERVICES -- 9.82%
Federal Home Loan Mortgage Corp............................. 74,850 5,183,363
Green Tree Financial Corp................................... 196,000 5,218,500
MBNA Corp................................................... 46,900 1,729,437
Norwest Corp................................................ 162,600 4,796,700
----------
16,928,000
----------
FOOD & BEVERAGE -- 0.97%
Coca-Cola Co................................................ 23,200 1,667,500
----------
INSURANCE -- 6.08%
American International Group, Inc........................... 79,650 6,720,469
General Re Corp............................................. 25,950 3,759,506
----------
10,479,975
----------
MISCELLANEOUS MANUFACTURING -- 4.81%
Illinois Tool Works, Inc.................................... 114,000 6,626,250
Watts Industries, Inc....................................... 80,200 1,654,125
----------
8,280,375
----------
MISCELLANEOUS/SERVICE -- 4.24%
Service Corp. International................................. 182,250 7,312,781
----------
PAPER/WOOD PRODUCTS -- 3.62%
Kimberly Clark Corp......................................... 86,000 6,245,750
----------
</TABLE>
<TABLE>
<CAPTION>
SHARES MARKET VALUE
----------- ------------
<S> <C> <C>
PHARMACEUTICALS -- 13.45%
Abbott Laboratories................................. 156,000 $ 6,201,000
Forest Labs, Inc.* ................................. 95,000 3,930,625
Pfizer, Inc......................................... 130,200 7,470,225
Schering-Plough Corp................................ 104,000 5,577,000
------------
23,178,850
------------
RESTAURANT/LODGING -- 1.10%
Outback Steakhouse, Inc.*........................... 60,400 1,895,050
------------
RETAIL -- 4.02%
Walgreen Co......................................... 243,200 6,931,200
------------
SCIENTIFIC & TECH INSTRUMENTS -- 3.98%
Raytheon Co......................................... 157,000 6,849,125
------------
TELECOMMUNICATION SERVICES -- 1.49%
AT&T Corp........................................... 40,200 2,572,800
------------
WHOLESALE TRADE -- 0.99%
Grainger (W.W.), Inc................................ 27,150 1,696,875
------------
TOTAL COMMON STOCK
Cost ($152,873,951)................................ 157,182,706
------------
<CAPTION>
PRINCIPAL
AMOUNT
-----------
<S> <C> <C>
REPURCHASE
AGREEMENT -- 8.96%
(Cost $15,440,000)
First Chicago, U.S. Treasury Note, $14,970,000 par,
7.875% coupon, due 04/15/98, dated 10/31/95, to be
sold on 11/01/95 at $15,442,520 ................... $15,440,000 15,440,000
------------
TOTAL INVESTMENTS -- 100.19%
(Cost $168,313,951)/1/............................. 172,622,706
------------
LIABILITIES NET OF CASH AND OTHER ASSETS -- (0.19%
).................................................. (327,001)
------------
NET ASSETS -- 100.00%............................... $172,295,705
============
/1/Aggregate cost for federal income tax purposes is
$168,313,951; and net unrealized appreciation is as
follows:
Gross unrealized appreciation $ 7,573,043
Gross unrealized depreciation (3,264,288)
-----------
Net unrealized appreciation $ 4,308,755
===========
</TABLE>
* Non-income producing security.
See accompanying notes to financial statements.

12
<PAGE>

CT&T FUNDS -- SCHEDULE OF INVESTMENTS October 31, 1995
- --------------------------------------------------------------------------------

CHICAGO TRUST TALON FUND
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
------ ----------
<S> <C> <C>
COMMON STOCK -- 75.47%
APPAREL -- 3.86%
Gymboree Corp.*............................................ 18,000 $ 407,250
----------
BIOTECHNOLOGY -- 3.98%
North American Vaccine, Inc.*.............................. 40,000 420,000
----------
CABLE TELEVISION -- 5.47%
Comcast, CL A.............................................. 17,000 303,875
Tele-Communications, CL A.................................. 16,000 272,000
----------
575,875
----------
COMMUNICATION EQUIPMENT/MANUFACTURERS -- 2.81%
DSC Communications Corp*................................... 8,000 296,000
----------
COMPUTER SOFTWARE & SERVICES -- 1.76%
Amdahl Corp................................................ 20,000 185,000
----------
FINANCIAL SERVICES -- 11.08%
Brooklyn Bancorp, Inc...................................... 16,000 630,000
Imperial Thrift & Loan Association......................... 26,000 299,000
Northern Trust Corp........................................ 5,000 238,750
----------
1,167,750
----------
HOMEBUILDING -- 1.54%
Falcon Building Products, Inc.*............................ 18,000 162,000
----------
HOTEL/GAMING -- 5.26%
Griffin Gaming & Entertainment*............................ 10,000 125,000
MGM Grand, Inc.*........................................... 18,000 429,750
----------
554,750
----------
INSURANCE -- 13.56%
Danielson Holdings Corp.*.................................. 46,000 327,750
Risk Capital Holdings, Inc.*............................... 24,000 528,000
Safeco Corp................................................ 3,000 192,563
TIG Holdings, Inc.......................................... 15,000 380,625
----------
1,428,938
----------
MEDICAL PRODUCTS & SUPPLIES -- 4.31%
Pyxis Corp.*............................................... 36,000 454,500
----------
MERCHANDISING -- 0.28%
American Coin Merchandising................................ 4,000 29,500
----------
OIL FIELD SERVICES/EQUIPMENT -- 2.18%
Cliffs Drilling Co......................................... 17,000 229,500
----------
PHARMACEUTICALS -- 7.16%
Elan Corp.*................................................ 10,000 401,250
Teva Pharmaceuticals ...................................... 9,000 353,250
----------
754,500
----------
RETAILING-SPECIALTY -- 4.47%
Starbucks Corp.*........................................... 12,000 471,000
----------
SCIENTIFIC & TECH INSTRUMENTS -- 5.43%
Robotic Vision Systems, Inc.*.............................. 25,000 571,875
----------
TELECOMMUNICATIONS-LONG DISTANCE -- 2.32%
WorldCom, Inc.*............................................ 7,500 244,687
----------
TOTAL COMMON STOCK
(Cost $7,089,151)......................................... 7,953,125
----------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
---------- -----------
<S> <C> <C>
PREFERRED STOCK -- 0.96%
(Cost $93,500)
Cliffs Drilling Co*.................................. 3,500 $ 101,063
-----------
<CAPTION>
PRINCIPAL
AMOUNT
----------
<S> <C> <C>
REPURCHASE
AGREEMENT -- 22.25%
(Cost $2,344,000)
United Missouri Bank,
U.S. Treasury Note, $2,371,000 par, 7.5% coupon, due
02/29/96, dated 10/31/95, to be sold on 11/01/95 at
$2,344,345 ......................................... $2,344,000 2,344,000
-----------
U.S. GOVERNMENT
OBLIGATIONS -- 14.06%
U.S. TREASURY BILLS -- 14.06%
5.180%, 01/11/96..................................... 750,000 742,219
5.220%, 02/08/96..................................... 750,000 739,110
-----------
TOTAL U.S. GOVERNMENT OBLIGATIONS
(Cost $1,481,330)................................... 1,481,329
-----------
<CAPTION>
CONTRACTS
----------
<S> <C> <C>
OPTIONS -- 0.16%
(Cost $28,650)
SPX Dec 575 Puts..................................... 30 17,250
-----------
TOTAL INVESTMENTS -- 112.90%
(Cost $11,036,631)/1/............................... 11,896,767
-----------
LIABILITIES NET OF CASH AND OTHER ASSETS -- (12.90%). (1,358,913)
-----------
NET ASSETS -- 100.00%................................ $10,537,854
===========
/1/Aggregate cost for federal income tax purposes is
$11,043,127; and net unrealized appreciation is as
follows:
Gross unrealized appreciation $1,099,347
Gross unrealized depreciation (245,707)
----------
Net unrealized appreciation $ 853,640
==========
</TABLE>
* Non-income producing security.
See accompanying notes to financial statements.

13
<PAGE>

CT&T FUNDS -- SCHEDULE OF INVESTMENTS October 31, 1995
- --------------------------------------------------------------------------------

CHICAGO TRUST ASSET ALLOCATION FUND
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
-------- ----------
<S> <C> <C>
COMMON STOCK -- 56.50%
CHEMICALS -- 0.71%
Praxair, Inc. .............................................. 40,000 $1,080,000
----------
COMMUNICATIONS -- 1.50%
Motorola, Inc. ............................................. 35,000 2,296,875
----------
COMPUTERS/OFFICE EQUIPMENT -- 8.11%
American Power Conversion Corp.* 45,000 461,250
Cisco Systems, Inc.* ....................................... 20,000 1,550,000
Computer Sciences Corp.* ................................... 45,000 3,009,375
Hewlett-Packard Co. ........................................ 43,000 3,982,875
Microsoft Corp.* ........................................... 34,000 3,400,000
----------
12,403,500
----------
CONSUMER DURABLES -- 0.96%
Harley Davidson, Inc. ...................................... 55,000 1,471,250
----------
CONSUMER NON-DURABLES -- 5.33%
Gillette Co. ............................................... 60,000 2,902,500
Newell Co. ................................................. 100,000 2,412,500
Procter & Gamble Co. ....................................... 35,000 2,835,000
----------
8,150,000
----------
ELECTRICAL/ELECTRONICS -- 1.99%
General Electric Co. ....................................... 48,000 3,036,000
----------
ENERGY -- 5.39%
Amoco Corp. ................................................ 35,000 2,235,625
Exxon Corp. ................................................ 30,000 2,291,250
Royal Dutch Petroleum Co. .................................. 15,000 1,843,125
Schlumberger, Ltd. ......................................... 30,000 1,867,500
----------
8,237,500
----------
ENTERTAINMENT & LEISURE -- 1.89%
Walt Disney Co. ............................................ 50,000 2,881,250
----------
FINANCIAL SERVICES -- 6.31%
Federal Home Loan Mortgage
Corp. ..................................................... 38,000 2,631,500
First Data Corp. ........................................... 15,000 991,875
Green Tree Financial Corp. ................................. 100,000 2,662,500
MBNA Corp. ................................................. 35,000 1,290,625
Norwest Corp. .............................................. 70,000 2,065,000
----------
9,641,500
----------
FOOD & BEVERAGES -- 2.06%
Coca-Cola Co. .............................................. 30,000 2,156,250
Lancaster Colony Corp. ..................................... 30,000 997,500
----------
3,153,750
----------
INSURANCE -- 3.53%
American International Group, Inc. ......................... 38,250 3,227,344
General Re Corp. ........................................... 15,000 2,173,125
----------
5,400,469
----------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
---------- ----------
<S> <C> <C>
MEDICAL SUPPLIES -- 2.27%
Medtronic, Inc. ....................................... 60,000 $3,465,000
----------
METALS/METAL PRODUCTS -- 0.81%
Watts Industries, Inc. ................................ 60,000 1,237,500
----------
MISCELLANEOUS MANUFACTURING -- 5.15%
Boeing Co. ............................................ 35,000 2,296,875
Deere & Co. ........................................... 33,000 2,949,375
Illinois Tool Works, Inc. ............................. 45,000 2,615,625
----------
7,861,875
----------
PHARMACEUTICALS -- 5.16%
Abbott Laboratories ................................... 70,000 2,782,500
Forest Labs, Inc. CL A* ............................... 40,000 1,655,000
Pfizer, Inc. .......................................... 60,000 3,442,500
----------
7,880,000
----------
RETAIL -- 1.86%
Walgreen Co. .......................................... 100,000 2,850,000
----------
SCIENTIFIC & TECH INSTRUMENTS -- 2.00%
Raytheon Co. .......................................... 70,000 3,053,750
----------
TELECOMMUNICATION SERVICES -- 1.47%
AT&T Corp. ............................................ 35,000 2,240,000
----------
TOTAL COMMON STOCK
(Cost $86,239,250) ................................... 86,340,219
----------
<CAPTION>
PRINCIPAL
AMOUNT
----------
<S> <C> <C>
REPURCHASE
AGREEMENTS -- 8.67%
United Missouri Bank,
U.S. Treasury Bills,
$5,170,000 par, 5.875%
coupon, due 09/19/96, dated 10/31/95, to be sold on
11/01/95 at $4,827,788 ............................... $4,827,000 4,827,000
United Missouri Bank,
U.S. Treasury Notes,
$8,165,000 par, 7.875%
coupon, due 04/15/98, dated 10/31/95, to be sold on
11/01/95 at $8,420,374 ............................... 8,419,000 8,419,000
----------
TOTAL REPURCHASE AGREEMENTS
(Cost $13,246,000) ................................... 13,246,000
----------
FIXED INCOME
SECURITIES -- 34.70%
U.S. GOVERNMENT OBLIGATIONS -- 7.04%
U.S. TREASURY NOTES -- 5.36%
4.250%, 11/30/95 ...................................... 1,000,000 999,039
6.125%, 07/31/96 ...................................... 1,000,000 1,003,910
4.375%, 11/15/96 ...................................... 1,000,000 988,070
5.625%, 08/31/97 ...................................... 1,000,000 1,000,170
</TABLE>
See accompanying notes to financial statements.

14
<PAGE>

CT&T FUNDS -- SCHEDULE OF INVESTMENTS October 31, 1995
- --------------------------------------------------------------------------------

CHICAGO TRUST ASSET ALLOCATION FUND -- CONTINUED
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
---------- ----------
<S> <C> <C>
FIXED INCOME SECURITIES -- CONTINUED
8.750%, 10/15/97 .................................. $1,000,000 $1,057,340
9.000%, 05/15/98 .................................. 1,000,000 1,077,920
8.000%, 08/15/99 .................................. 1,000,000 1,075,140
5.875%, 02/15/04 .................................. 1,000,000 993,100
----------
8,194,689
----------
U.S. TREASURY BONDS -- 1.68%
9.250%, 02/15/16 .................................. 1,000,000 1,321,090
8.500%, 02/15/20 .................................. 1,000,000 1,251,100
----------
2,572,190
----------
TOTAL U.S. GOVERNMENT OBLIGATIONS
(Cost $10,702,831) ................................ 10,766,879
----------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 12.17%
FEDERAL HOME LOAN BANK -- 0.35%
9.200%, 08/25/97 .................................. 500,000 529,545
----------
FEDERAL HOME LOAN MORTGAGE CORP. -- 3.24%
6.500%, 09/15/07, CMO REMIC........................ 1,000,000 1,003,035
7.500%, 04/01/08 .................................. 739,488 754,580
6.500%, 06/01/09 .................................. 1,331,363 1,323,728
7.000%, 11/15/13, CMO PAC --Interest Only ......... 2,200,000 228,052
7.000%, 07/01/23 .................................. 776,323 772,060
6.000%, 12/15/23, CMO REMIC........................ 1,000,000 877,914
----------
4,959,369
----------
FEDERAL NATIONAL MORTGAGE ASSOCIATION -- 1.99%
6.000%, 06/25/02, CMO REMIC 1,800,000 1,790,921
6.250%, 07/25/02, CMO REMIC 1,000,000 998,403
7.000%, 07/25/17, CMO PAC--Interest Only .......... 2,151,446 257,657
----------
3,046,981
----------
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION -- 6.59%
7.000%, 05/15/08 .................................. 1,004,989 1,019,082
7.000%, 06/15/08 .................................. 705,318 715,171
7.000%, 09/15/08 .................................. 649,324 658,429
8.000%, 03/15/17 .................................. 925,949 952,748
8.000%, 06/15/17 .................................. 1,272,667 1,309,768
7.500%, 04/15/23 .................................. 2,598,000 2,635,753
7.000%, 10/15/23 .................................. 2,787,615 2,772,806
----------
10,063,757
----------
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS
(Cost $18,549,603)................................ 18,599,652
----------
GOVERNMENT TRUST CERTIFICATES -- 1.08%
GTC Greece, 8.000%, 05/15/98 -- Series G-2 ........ 551,696 558,592
GTC Israel, 9.250%, 11/15/01 -- Class I-C ......... 1,000,000 1,095,000
----------
TOTAL GOVERNMENT TRUST CERTIFICATES (Cost
$1,653,032)....................................... 1,653,592
----------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
---------- ----------
<S> <C> <C>
ASSET BACKED NOTES -- 0.10% (Cost $149,107)
Premier Auto Trust,
5.900%, 11/17/97 ....................................... $ 149,190 $ 149,100
----------
CORPORATE BONDS, NOTES AND DEBENTURES -- 14.31%
AIRLINES -- 1.10%
AMR Corp. Debentures,
10.000%, 04/15/21 ...................................... 1,000,000 1,186,250
Delta Airlines, Inc. Equipment Trust Bonds,
8.540%, 01/02/07........................................ 469,468 502,342
----------
1,688,592
----------
COMPUTERS -- 1.15%
Comdisco, Inc. Notes,
7.250%, 04/15/98 ....................................... 500,000 511,250
International Business Machines Corp. Notes,
6.375%, 06/15/00........................................ 750,000 755,625
Unisys Corp. Notes,
9.750%, 09/15/96 ....................................... 500,000 495,000
----------
1,761,875
----------
CONSUMER NON-DURABLES -- 0.27%
Philip Morris Cos., Inc. Notes, 7.125%, 10/01/04......... 400,000 409,000
----------
EQUIPMENT -- 0.73%
John Deere Capital Corp. Debentures,
8.625%, 08/01/19........................................ 1,000,000 1,113,750
----------
FINANCIAL SERVICES -- 4.90%
Chrysler Financial Corp.,
6.625%, 08/15/00........................................ 1,000,000 1,011,250
General Motors Acceptance Corp. Notes,
7.750%, 01/15/99........................................ 500,000 521,875
General Motors Acceptance Corp. Notes,
8.500%, 01/01/03........................................ 1,000,000 1,102,500
Heller Financial Corp. Notes, 5.625%, 03/15/00........... 1,000,000 971,250
International Bank for Reconstruction & Development,
9.770%, 05/27/98........................................ 1,000,000 1,087,500
International Lease Finance Debentures,
7.900%, 10/01/96........................................ 1,000,000 1,018,020
Leucadia National Corp. Senior Subordinated Notes,
8.250%, 06/15/05........................................ 750,000 757,500
U.S. Leasing International, Inc. Notes,
7.000%, 11/01/97........................................ 1,000,000 1,020,000
----------
7,489,895
----------
</TABLE>
See accompanying notes to financial statements.

15
<PAGE>

CT&T FUNDS -- SCHEDULE OF INVESTMENTS October 31, 1995
- --------------------------------------------------------------------------------

CHICAGO TRUST ASSET ALLOCATION FUND -- CONTINUED
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
---------- ----------
<S> <C> <C>
FIXED INCOME SECURITIES -- CONTINUED
HEALTHCARE -- 1.19%
Columbia/HCA Healthcare Corp. Notes,
7.690%, 06/15/25........................................ $1,000,000 $1,043,750
Hospital Corp. America, Zero Coupon Debentures,
06/01/00*............................................... 1,100,000 772,750
----------
1,816,500
----------
INSURANCE -- 1.21%
John Hancock Mutual Life Insurance Co. Notes,
7.375%, 02/15/24........................................ 900,000 866,250
Pacific Mutual Life Notes,
7.900%, 12/30/23 -- 144A................................ 1,000,000 983,750
----------
1,850,000
----------
RETAILING-SPECIALTY -- 0.77%
Federated Department Stores Senior Debentures,
8.125%, 10/15/02........................................ 500,000 506,250
Southland Corp. Senior Subordinated Debentures, 5.000%,
12/15/03................................................ 800,000 664,000
----------
1,170,250
----------
TRANSPORTATION -- 0.33%
Santa Fe Pacific Gold Corp. Senior Debentures,
8.375%, 07/01/05........................................ 500,000 505,625
----------
UTILITIES -- 2.66%
Commonwealth Edison Co. First Mortgage Bonds,
8.000%, 04/15/23........................................ 1,000,000 1,018,750
Long Island Lighting Co. Debentures,
9.000%, 11/01/22........................................ 1,000,000 1,046,250
Philadelphia Electric Co. First Mortgage Bonds,
5.625%, 11/01/01........................................ 500,000 483,125
Public Service Co. -- N.H. First Mortgage Bonds,
9.170%, 05/15/98........................................ 500,000 522,500
Texas Utilities First Mortgage Bonds,
5.875%, 04/01/98........................................ 1,000,000 991,250
----------
4,061,875
----------
TOTAL CORPORATE BONDS, NOTES AND DEBENTURES
(COST $21,715,477)...................................... 21,867,362
----------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
---------- ------------
<S> <C> <C>
TOTAL FIXED INCOME SECURITIES
(COST $52,770,050).................................. $ 53,036,585
------------
TOTAL INVESTMENTS -- 99.87%
(COST $152,255,300)/1/.............................. 152,622,804
------------
CASH AND OTHER ASSETS NET OF LIABILITIES --0.13%..... 197,662
------------
NET ASSETS -- 100.00%................................ $152,820,466
============
/1/Aggregate cost for federal income tax purposes is
$152,255,300; and net unrealized appreciation is as
follows:
Gross unrealized appreciation $3,280,697
Gross unrealized depreciation (2,913,193)
----------
Net unrealized appreciation $ 367,504
==========
</TABLE>
*Non-income producing security.

<TABLE>
<CAPTION>
PORTFOLIO COMPOSITION
- ---------------------
<S> <C>
Common Stock 57%
Repurchase Agreements 9%
U.S. Government Obligations 7%
U.S. Government Agency Obligations 12%
Government Trust Certificates 1%
Aaa 1%
A 7%
Baa 3%
Ba 3%
----
100%
====
</TABLE>

See accompanying notes to financial statements.

16
<PAGE>

CT&T FUNDS -- SCHEDULE OF INVESTMENTS October 31, 1995
- --------------------------------------------------------------------------------

MONTAG & CALDWELL BALANCED FUND
See accompanying notes to financial statements.
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
-------- ----------
<S> <C> <C> <C>
COMMON STOCKS -- 57.64%
COMMUNICATIONS -- 1.47%
Motorola, Inc. ......................................... 4,900 $ 321,562
----------
COMPUTER HARDWARE -- 10.61%
Adaptec, Inc.* ......................................... 8,500 378,250
Compaq Computer Corp.*.................................. 8,100 451,575
Intel Corp. ............................................ 8,400 586,950
Intelligent Electronics, Inc............................ 10,000 76,250
Seagate Technology, Inc.* .............................. 10,300 460,925
Solectron Corp.* ....................................... 9,200 370,300
----------
2,324,250
----------
COMPUTER SOFTWARE -- 6.65%
Cisco Systems, Inc.* ................................... 7,300 565,750
Microsoft Corp.* ....................................... 4,800 480,000
Oracle System Corp.* ................................... 9,400 410,075
----------
1,455,825
----------
CONSUMER DURABLES -- 1.28%
Harley Davidson, Inc. .................................. 10,500 280,875
----------
CONSUMER NON-DURABLES -- 6.54%
Gillette Co. ........................................... 9,500 459,563
International Flavors &
Fragrances, Inc. ...................................... 4,700 226,775
Mattel, Inc. ........................................... 12,180 350,175
Procter & Gamble Co. ................................... 4,900 396,900
----------
1,433,413
----------
ELECTRICAL EQUIPMENT -- 1.89%
Duracell International, Inc. ........................... 7,900 413,763
----------
ENTERTAINMENT & LEISURE -- 1.53%
Walt Disney Co. ........................................ 5,800 334,225
----------
FINANCIAL SERVICES -- 5.76%
Federal National Mortgage Association .................. 3,800 398,525
General Motors Corp. CL E............................... 8,100 381,713
Interpublic Group of Cos., Inc. ........................ 7,000 271,250
MBNA Corp. ............................................. 5,700 210,188
----------
1,261,676
----------
FOOD & BEVERAGE -- 7.20%
Coca-Cola Co. .......................................... 7,700 553,437
CPC International, Inc. ................................ 3,800 252,225
Kellogg Co. ............................................ 3,400 245,650
Pioneer Hi-Bred
International, Inc. ................................... 5,000 248,125
Wrigley, Wm. Jr., Co. .................................. 6,000 279,000
----------
1,578,437
----------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
---------- -----------
<S> <C> <C>
HEALTH CARE-- 3.49%
Abbott Laboratories .................................... 9,000 $ 357,750
Johnson & Johnson ...................................... 5,000 407,500
-----------
765,250
-----------
LODGING-- 1.35%
Marriott International, Inc. ........................... 8,000 295,000
-----------
PHARMACEUTICALS-- 5.37%
Eli Lilly & Co. ........................................ 3,500 338,188
Merck & Co. ............................................ 7,500 431,250
Pfizer, Inc. ........................................... 7,100 407,362
-----------
1,176,800
-----------
RETAIL-- 3.89%
Home Depot, Inc. ....................................... 12,000 447,000
The Gap, Inc. .......................................... 10,300 405,562
-----------
852,562
-----------
TRANSPORTATION-- 0.61%
Atlantic Southeast Airlines, Inc. ...................... 5,400 133,650
-----------
TOTAL COMMON STOCK
(Cost $10,735,811) .................................... 12,627,288
-----------
MONEY MARKET FUND -- 0.40% (Cost $86,887)
Fidelity U.S. Government Reserves....................... 86,887 86,887
-----------
<CAPTION>
PRINCIPAL
AMOUNT
----------
<S> <C> <C>
REPURCHASE
AGREEMENT -- 4.87%
(Cost $1,068,000)
United Missouri Bank,
U.S. Treasury Note,
$1,080,000 par, 7.5%
coupon, due 02/29/96, dated
10/31/95, to be sold on 11/01/95 at $1,068,157 ........ $1,068,000 1,068,000
-----------
</TABLE>

17
<PAGE>

CT&T FUNDS -- SCHEDULE OF INVESTMENTS October 31, 1995
- --------------------------------------------------------------------------------

MONTAG & CALDWELL BALANCED FUND -- CONTINUED
See accompanying notes to financial statements.
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
---------- -----------
<S> <C> <C>
FIXED INCOME SECURITIES -- 37.80%
U.S. GOVERNMENT OBLIGATIONS -- 20.03%
U.S. TREASURY NOTES -- 16.03%
9.500%, 11/15/95........................................ $ 25,000 $ 25,036
9.250%, 01/15/96........................................ 100,000 100,731
8.875%, 02/15/96........................................ 40,000 40,373
8.500%, 04/15/97........................................ 210,000 218,331
9.250%, 08/15/98........................................ 100,000 109,046
8.500%, 02/15/00........................................ 100,000 110,108
6.250%, 05/31/00........................................ 300,000 305,346
8.500%, 11/15/00........................................ 75,000 83,736
8.000%, 05/15/01........................................ 200,000 220,186
6.375%, 08/15/02........................................ 475,000 487,682
6.250%, 02/15/03........................................ 750,000 763,507
7.250%, 05/15/04........................................ 500,000 541,265
7.875%, 11/15/04........................................ 450,000 507,186
-----------
3,512,533
-----------
U.S. TREASURY STRIPS -- 2.44%
Zero Coupon, 02/15/06*.................................. 1,000,000 533,530
-----------
U.S. TREASURY BONDS -- 1.56%
7.500%, 11/15/16........................................ 80,000 90,093
8.000%, 11/15/21........................................ 160,000 191,310
7.250%, 08/15/22........................................ 55,000 60,719
-----------
342,122
-----------
TOTAL U.S. GOVERNMENT OBLIGATIONS
(Cost $4,151,027)...................................... 4,388,185
-----------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 7.84%
FEDERAL HOME LOAN BANK -- 1.40%
5.990%, 10/01/03........................................ 320,000 307,520
-----------
FEDERAL HOME LOAN MORTGAGE CORP. -- 4.61%
8.500%, 05/15/01, CMO REMIC............................. 24,323 24,366
7.000%, 11/15/01, CMO REMIC............................. 105,000 107,091
6.500%, 06/01/02, Mortgage Balloon Pass Through......... 297,437 298,087
6.500%, 06/15/04, CMO REMIC............................. 100,000 100,623
7.730%, 08/10/04, Debentures............................ 100,000 104,244
7.500%, 03/15/07, CMO REMIC............................. 125,000 127,336
7.500%, 07/15/07, CMO REMIC............................. 100,000 101,327
6.000%, 04/15/08, CMO REMIC............................. 150,000 146,751
-----------
1,009,825
-----------
FEDERAL NATIONAL MORTGAGE ASSOCIATION-- 1.83%
7.500%, 03/01/99, Mortgage Pass Through................. 191,715 195,550
8.450%, 07/12/99, CMO REMIC............................. 75,000 81,233
6.000%, 02/25/07, CMO REMIC............................. 125,000 122,993
-----------
399,776
-----------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
---------- -----------
<S> <C> <C>
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS
(Cost $1,679,944)...................................... $ 1,717,121
-----------
ASSET BACKED NOTES -- 2.18%
Chemical Master Credit Card, 6.230%, 06/15/03........... $ 300,000 301,022
Discover Card Trust, 6.800%, 06/15/00................... 75,000 76,223
Discover Card Trust, 6.250%, 08/16/00................... 50,000 50,305
Paine Webber Trust, 9.000%, 10/20/99, CMO -- Corporate.. 50,000 50,766
-----------
TOTAL ASSET BACKED NOTES
(Cost $474,086)........................................ 478,316
-----------
CORPORATE BONDS, NOTES AND DEBENTURES-- 7.75%
CONSUMER NON-DURABLES -- 0.28%
Phillip Morris Cos., Inc. Notes, 9.000%, 01/01/01....... 55,000 60,981
-----------
ENERGY -- 0.37%
BP America, Inc. Notes, 7.875%, 05/15/02................ 75,000 81,281
-----------
FINANCIAL SERVICES -- 3.60%
American General Finance Corp. Notes, 7.200%, 07/08/99.. 55,000 56,719
Chrysler Financial Corp. Notes, 8.500%, 11/23/06**...... 100,000 100,000
First Union Corp. Notes, 9.450%, 06/15/99............... 75,000 82,781
Ford Capital Notes, 9.125%, 05/01/98.................... 75,000 80,156
General Electric Capital Corp. Notes, 6.020%, 07/29/97.. 130,000 130,325
International Bank for Reconstruction and Development,
8.125%, 03/01/01....................................... 75,000 82,219
MBNA Corp. Notes, 6.875%, 06/01/05...................... 125,000 125,156
Merrill Lynch & Co., Inc. Notes, 8.250%, 11/15/99....... 75,000 80,156
World Book Finance, Inc. Notes 8.125%, 09/01/96......... 50,000 51,006
-----------
788,518
-----------
INSURANCE -- 0.76%
Cigna Corp. Notes, 8.750%, 10/01/01..................... 50,000 54,938
National Re Corp. Notes,
8.850%, 01/15/05....................................... 100,000 111,500
-----------
166,438
-----------
</TABLE>

18
<PAGE>

CT&T FUNDS -- SCHEDULE OF INVESTMENTS October 31, 1995
- --------------------------------------------------------------------------------

MONTAG & CALDWELL BALANCED FUND -- CONTINUED
See accompanying notes to financial statements.
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
---------- -----------
<S> <C> <C>
FIXED INCOME SECURITIES -- CONTINUED
RETAIL -- 2.74%
J.C. Penney & Co. Debentures, 9.750%, 06/15/21...... $ 500,000 $ 600,625
TOTAL CORPORATE BONDS,
NOTES AND DEBENTURES
(Cost $1,655,832) ................................. 1,697,843
-----------
TOTAL FIXED INCOME SECURITIES
(Cost $7,960,889) ................................. 8,281,465
-----------
TOTAL INVESTMENTS -- 100.71%
(Cost $19,851,587)/1/.............................. 22,063,640
-----------
LIABILITIES NET OF OTHER ASSETS -- (0.71%) ......... (155,466)
-----------
NET ASSETS -- 100.00%............................... $21,908,174
===========
/1/Aggregate cost for federal income tax purposes is
$19,857,593; and net unrealized appreciation is as
follows:
Gross unrealized appreciation $2,292,534
Gross unrealized depreciation (86,487)
----------
Net unrealized appreciation $2,206,047
==========
</TABLE>

* Non-income producing security.
** Security is callable on 11/23/96 at which date a step-up, annually reset
interest rate begins.

<TABLE>
<CAPTION>
PORTFOLIO COMPOSITION
- ---------------------
<S> <C>
Common Stock 57%
Repurchase Agreement 5%
U.S. Government Obligations 20%
U.S. Government Agency Obligations 8%
Aaa 4%
A 6%
----
100%
====
</TABLE>

19
<PAGE>

CT&T FUNDS -- SCHEDULE OF INVESTMENTS October 31, 1995
- --------------------------------------------------------------------------------

CHICAGO TRUST BOND FUND
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
---------- -----------
<S> <C> <C>
FIXED INCOME SECURITIES -- 94.70%
U.S. GOVERNMENT OBLIGATIONS -- 17.38%
U.S. TREASURY NOTES -- 7.20%
8.750%, 10/15/97......................................... $1,000,000 $ 1,057,340
5.125%, 11/30/98......................................... 1,000,000 984,190
6.375%, 01/15/00......................................... 1,000,000 1,021,820
6.375%, 08/15/02......................................... 1,000,000 1,026,700
5.750%, 08/15/03......................................... 1,000,000 986,960
-----------
5,077,010
-----------
U.S. TREASURY BONDS -- 10.18%
5.625%, 01/31/98......................................... 1,000,000 999,580
5.500%, 02/28/99......................................... 1,000,000 993,630
5.750%, 10/31/00......................................... 1,000,000 997,850
7.250%, 05/15/04......................................... 1,000,000 1,082,530
6.500%, 05/15/05......................................... 1,000,000 1,035,150
7.125%, 02/15/23......................................... 1,000,000 1,090,090
6.250%, 08/15/23......................................... 1,000,000 977,970
-----------
7,176,800
-----------
TOTAL U.S. GOVERNMENT OBLIGATIONS
(Cost $12,185,693)...................................... 12,253,810
-----------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 33.17%
FEDERAL HOME LOAN MORTGAGE CORP. -- 11.32%
6.500%, 09/15/07, CMO REMIC.............................. 1,000,000 1,003,035
6.500%, 11/15/07, REMIC PAC-- Interest Only.............. 2,545,819 466,521
5.750%, 01/15/08, CMO REMIC.............................. 500,000 482,976
7.500%, 04/01/08......................................... 739,488 754,580
6.000%, 03/15/09, CMO REMIC.............................. 1,000,000 916,531
6.500%, 06/01/09, CMO REMIC.............................. 1,775,150 1,764,970
7.000%, 11/15/13, CMO PAC --Interest Only................ 2,825,000 292,839
6.500%, 02/15/21......................................... 1,090,000 1,067,442
6.000%, 12/15/23, CMO REMIC.............................. 1,400,000 1,229,079
-----------
7,977,973
-----------
FEDERAL NATIONAL MORTGAGE ASSOCIATION -- 9.99%
5.240%, 07/15/98......................................... 2,000,000 1,965,780
6.000%, 06/25/02, CMO REMIC.............................. 1,500,000 1,492,434
6.250%, 07/25/02, CMO REMIC.............................. 1,500,000 1,497,604
7.000%, 07/01/08......................................... 532,357 536,849
7.000%, 07/25/17, CMO PAC --Interest Only................ 3,394,503 406,526
8.000%, 12/25/18......................................... 5,789 5,764
6.750%, 07/25/23, CMO REMIC.............................. 1,200,000 1,139,484
-----------
7,044,441
-----------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
---------- -----------
<S> <C> <C>
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION -- 11.86%
7.000%, 05/15/08......................................... $1,004,989 $ 1,019,083
8.000%, 06/15/17......................................... 1,272,667 1,309,768
7.500%, 04/15/23......................................... 1,118,731 1,135,163
7.500%, 04/15/23......................................... 1,412,256 1,432,662
7.000%, 10/15/23......................................... 3,482,090 3,463,592
-----------
8,360,268
-----------
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS
(Cost $23,281,193)...................................... 23,382,682
-----------
GOVERNMENT TRUST CERTIFICATES -- 1.13%
(Cost $793,250)
GTC Israel, 9.250%, 11/15/01 -- Class IC................. 725,000 793,875
-----------
ASSET BACKED NOTES -- 0.36%
Premier Auto Trust,
5.900%, 11/15/97........................................ 149,190 149,100
Household Credit Card Trust, 7.375%, 10/15/97............ 104,167 104,355
-----------
TOTAL ASSET BACKED NOTES
(Cost $256,920)......................................... 253,455
-----------
CORPORATE BONDS, NOTES AND DEBENTURES -- 42.66%
AIRLINES -- 3.01%
AMR Corp. Debentures, 10.000%, 04/15/21.................. 1,150,000 1,364,188
Delta Airlines, Inc. Equipment Trust Bonds,
8.540%, 01/02/07........................................ 469,468 502,342
Delta Airlines, Inc.
9.375%, 09/11/07 ....................................... 229,994 258,168
-----------
2,124,698
-----------
COMMUNICATIONS -- 0.76%
Motorola, Inc. Debentures, 7.500%, 05/15/25.............. 500,000 536,250
-----------
COMPUTERS -- 2.16%
International Business Machines Corp. Notes,
6.375%, 06/15/00........................................ 750,000 755,626
Unisys Corp. Senior Debentures, 9.750%, 09/15/16......... 800,000 764,000
-----------
1,519,626
-----------
ELECTRONICS -- 1.18%
Eaton Corp. Debentures,
8.000%, 08/15/06........................................ 750,000 833,437
-----------
</TABLE>
See accompanying notes to financial statements.

20
<PAGE>

CT&T FUNDS -- SCHEDULE OF INVESTMENTS October 31, 1995
- --------------------------------------------------------------------------------

CHICAGO TRUST BOND FUND -- CONTINUED
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
---------- -----------
<S> <C> <C>
FIXED INCOME SECURITIES -- CONTINUED
ENERGY -- 1.99%
Gulf Canada Resources, Ltd. Senior Subordinated
Debentures
9.250%, 01/15/04....................................... $ 750,000 $ 753,750
YPF Sociedad Anonima,
8.000%, 02/15/04....................................... 750,000 648,750
-----------
1,402,500
-----------
ENTERTAINMENT -- 1.01%
Time Warner, Inc. Convertible Subordinated Debentures,
8.750%, 01/10/15....................................... 681,750 709,872
-----------
EQUIPMENT -- 2.02%
John Deere Capital Corp. Debentures,
8.625%, 08/01/19....................................... 1,275,000 1,420,031
-----------
FINANCIAL SERVICES -- 15.27%
Chrysler Financial Corp., 6.625%, 08/15/00.............. 1,250,000 1,264,062
CNA Financial Corp. Debentures, 7.250%, 11/15/23........ 500,000 478,125
Federal Realty Investment Trust Convertible Subordinated
Bonds, 5.250%, 10/28/03................................ 1,000,000 862,197
General Motors Acceptance Corp. Notes,
7.750%, 01/15/99....................................... 750,000 782,812
Goldman Sachs Group L.P. -- 144A, 6.375%, 06/15/00...... 1,000,000 985,000
John Hancock Life Insurance Co. Surplus Notes,
7.375%, 02/15/24....................................... 1,000,000 962,500
Heller Financial Corp. Notes, 5.625%, 03/15/00.......... 1,250,000 1,214,062
Leucadia National Corp. Senior Subordinated Notes,
8.250%, 06/15/05....................................... 1,000,000 1,010,000
Metropolitan Life Insurance Co.-- 144A Surplus Notes,
6.300%, 11/01/03....................................... 1,000,000 958,750
Pacific Mutual Life Insurance Co.-- 144A Surplus Notes,
7.900%, 12/30/23....................................... 1,250,000 1,229,688
U.S. Leasing International, Inc. Notes, 7.000%,
11/01/97............................................... 1,000,000 1,020,000
-----------
10,767,196
-----------
FOOD & BEVERAGE--0.71%
Nabisco, Inc. Notes,
6.700%, 06/15/02....................................... 500,000 501,250
-----------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
---------- ----------
<S> <C> <C>
HEALTHCARE -- 1.78%
Columbia/HCA Healthcare Corp. Notes, 7.690%, 06/15/25.... $1,200,000 $1,252,500
----------
MANUFACTURING -- 2.29%
Figgie International, Inc. Senior Notes, 9.875%,
10/01/99................................................ 1,000,000 1,002,500
Owens-Illinois, Inc. Senior Debentures,
11.000%, 12/01/03....................................... 550,000 611,187
----------
1,613,687
----------
NATURAL GAS -- 1.84%
Consolidated Natural Gas Converible Subordinated
Debentures,
7.250%, 12/15/15........................................ 1,250,000 1,300,000
----------
RETAIL -- 1.96%
Federated Department Stores Senior Debentures,
8.125%, 10/15/02........................................ 750,000 759,375
Southland Corp. Senior Subordinated Debentures, 5.000%,
12/15/03................................................ 750,000 622,500
----------
1,381,875
TRANSPORTATION -- 1.08%
Santa Fe Pacific Gold Corp. Senior Debentures,
8.375%, 07/01/05........................................ 750,000 758,437
----------
UTILITIES -- 5.60%
Commonwealth Edison Co. First Mortgage Bonds,
8.000%, 04/15/23........................................ 1,000,000 1,018,750
Long Island Lighting Co. Debentures,
9.000%, 11/01/22........................................ 1,250,000 1,307,813
Philadelphia Electric Co. First Mortgage Bonds,
5.625%, 11/01/01........................................ 650,000 628,063
Texas Utilities Electric Co. First Mortgage Bonds,
5.875%, 04/01/98........................................ 1,000,000 991,250
----------
3,945,876
----------
TOTAL CORPORATE BONDS, NOTES AND DEBENTURES
(COST $29,728,566)...................................... 30,067,235
----------
TOTAL FIXED INCOME SECURITIES
(Cost $66,245,622)...................................... 66,751,057
----------
</TABLE>
See accompanying notes to financial statements.

21
<PAGE>

CT&T FUNDS -- SCHEDULE OF INVESTMENTS October 31, 1995
- --------------------------------------------------------------------------------

CHICAGO TRUST BOND FUND -- CONTINUED
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
---------- -----------
<S> <C> <C>
REPURCHASE
AGREEMENT -- 4.79%
(Cost $3,377,000)
First Chicago, U.S.
Treasury Notes, $3,275,000 par, 7.875% coupon, due
04/15/98, dated 10/31/95, to be sold on 11/01/95 at
$3,377,551........................................... $3,377,000 $ 3,377,000
-----------
TOTAL INVESTMENTS -- 99.49%
(Cost $69,622,622)/1/................................. 70,128,057
-----------
CASH AND OTHER ASSETS
NET OF LIABILITIES -- 0.51% ......................... 362,278
-----------
NET ASSETS -- 100.00% ................................ $70,490,335
===========
/1/Aggregate cost for federal income tax purposes is
$69,622,622; and net unrealized appreciation is as
follows:
Gross unrealized appreciation $ 635,532
Gross unrealized depreciation (130,097)
----------
Net unrealized appreciation $ 505,435
==========
</TABLE>
<TABLE>
<CAPTION>

PORTFOLIO COMPOSITION
- ---------------------
<S> <C>
U.S. Government Obligations 18%
U.S. Government Agency Obligations 33%
Government Trust Certificates 1%
Aaa 2%
Aa 2%
A 18%
Baa 9%
Ba 9%
B 3%
Repurchase Agreement 5%
----
100%
====
</TABLE>
See accompanying notes to financial statements.

22
<PAGE>

CT&T FUNDS -- SCHEDULE OF INVESTMENTS October 31, 1995
- --------------------------------------------------------------------------------

CHICAGO TRUST MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
--------- -----------
<S> <C> <C>
MUNICIPAL BONDS -- 97.36%
ARIZONA -- 4.05%
Salt River Project Electric System Revenue, Refunding
Series A,
5.500%, 01/01/05........................................ $450,000 $ 472,937
-----------
FLORIDA -- 4.98%
Florida State Dade County Road
4.700%, 07/01/97........................................ 475,000 480,862
Putnum County, FL Development Authority Revenue
4.000%, 09/01/24*....................................... 100,000 100,000
-----------
580,862
-----------
GEORGIA -- 4.34%
State of Georgia, G.O.
6.100%, 03/01/05........................................ 250,000 276,280
State of Georgia, G.O.
6.700%, 08/01/09........................................ 200,000 231,008
-----------
507,288
-----------
ILLINOIS -- 8.19%
Cook County, Illinois Series B, G.O., MBIA Insured
4.700%, 11/15/01........................................ 475,000 477,346
State of Illinois, G.O.
5.400%, 06/01/96........................................ 475,000 478,971
-----------
956,317
-----------
MAINE -- 1.09%
State of Maine, G.O.
4.700%, 04/15/99........................................ 125,000 126,767
-----------
MASSACHUSETTS -- 3.22%
Massachusetts Municipal Wholesale Electric Revenue, AMBAC
Insured
6.000%, 07/01/04........................................ 350,000 376,093
-----------
MINNESOTA -- 2.28%
State of Minnesota, G.O.
4.900%, 08/01/98........................................ 260,000 265,850
-----------
NEVADA -- 7.38%
Clark County Nevada School District, G.O., FGIC Insured
6.400%, 06/15/06........................................ 350,000 387,072
State of Nevada, Water Pollution Control, Revolving
Funding, G.O.
4.100%, 11/01/98........................................ 475,000 474,534
-----------
861,606
-----------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
--------- -----------
<S> <C> <C>
NEW JERSEY -- 3.69%
South Brunswick Township Board of Education, G.O.,
6.300%, 04/01/05......................................... $200,000 $ 219,166
State of New Jersey, G.O.
5.500%, 02/15/04......................................... 200,000 211,356
-----------
430,522
-----------
NEW YORK -- 5.48%
Hempstead Town, G.O.,
FGIC Insured
5.625%, 02/01/07......................................... 375,000 394,125
New York State Dorm.
Authority Revenue
5.100%, 05/15/03......................................... 250,000 245,580
-----------
639,705
-----------
NORTH CAROLINA -- 2.36%
Brunswick County, G.O.,
AMBAC Insured
4.300%, 03/01/97......................................... 275,000 276,031
-----------
OREGON -- 4.55%
Portland Oregon, G.O.
7.00%, 06/01/01.......................................... 250,000 281,658
State of Oregon
Veterans Welfare, G.O.
5.100%, 04/01/06......................................... 250,000 250,000
-----------
531,658
-----------
PENNSYLVANIA -- 2.21%
Commonwealth of Pennsylvania, G.O., MBIA Insured
5.10%, 06/15/03.......................................... 250,000 258,190
-----------
PUERTO RICO -- 3.85%
Commonwealth of Puerto Rico, G.O., MBIA Insured
6.50%, 07/01/03.......................................... 400,000 450,116
-----------
RHODE ISLAND -- 2.54%
State of Rhode Island, G.O.,
FGIC Insured
6.00%, 06/15/02.......................................... 275,000 296,829
-----------
TENNESSEE -- 4.08%
Shelby County, Series A, G.O.
4.50%, 03/01/96.......................................... 475,000 476,249
-----------
</TABLE>
See accompanying notes to financial statements.

23
<PAGE>

CT&T FUNDS -- SCHEDULE OF INVESTMENTS October 31, 1995
- --------------------------------------------------------------------------------

CHICAGO TRUST MUNICIPAL BOND FUND -- CONTINUED
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
--------- -----------
<S> <C> <C>
MUNICIPAL BONDS -- CONTINUED
TEXAS -- 13.41%
Arlington Independent School District, Refunding, G.O.
5.40%, 02/15/99......................................... $375,000 $ 387,094
Carrollton, Texas, G.O.,
Prerefunded 02/15/97
6.50%, 02/15/00......................................... 245,000 253,007
Plano Independant School
District, G.O.
5.50%, 02/15/10......................................... 250,000 251,215
Texas State Public Finance Authority, G.O.
5.60%, 10/01/02 200,000 212,882
Texas Water Development Board, G.O., Escrowed to Maturity
5.00%, 08/01/99......................................... 450,000 462,186
-----------
1,566,384
-----------
UTAH -- 5.96%
Jordan School District,
Series A, G.O.
5.25%, 06/15/00 ........................................ 475,000 490,594
Utah State Building
Authority Revenue
5.125%, 05/15/03........................................ 200,000 205,916
-----------
696,510
-----------
VIRGINIA -- 4.08%
Virginia Public School
Authority Revenue
5.50%, 08/01/03 ........................................ 450,000 476,568
-----------
WASHINGTON -- 4.35%
King County, Washington,
Series A, G.O.
5.80%, 01/01/04 ........................................ 475,000 508,568
-----------
WISCONSIN -- 5.27%
Milwaukee, Wisconsin,
Series CB-2, G.O.
4.25%, 12/15/00 ........................................ 350,000 347,998
State of Wisconsin, G.O.
5.75%, 05/01/04......................................... 250,000 267,950
-----------
615,948
-----------
TOTAL MUNICIPAL BONDS
(Cost $11,137,856)...................................... 11,370,998
-----------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
-------- -----------
<S> <C> <C>
TAX EXEMPT MONEY
MARKET FUNDS -- 0.72%
Goldman Sachs Tax Exempt Fund.......................... 9,869 $ 9,869
Provident Munifund..................................... 74,098 74,098
-----------
TOTAL TAX EXEMPT MONEY MARKET FUNDS
(Cost $83,967)........................................ 83,967
-----------
TOTAL INVESTMENTS -- 98.08% (Cost $11,221,823)/1/...... 11,454,965
-----------
OTHER ASSETS NET OF LIABILITIES -- 1.92%............... 224,533
-----------
NET ASSETS -- 100.00%.................................. $11,679,498
===========
/1/Aggregate cost for federal income tax purposes is
$11,221,823; and net unrealized appreciation is as
follows:
Gross unrealized appreciation $259,331
Gross unrealized depreciation (26,189)
--------
Net unrealized appreciation $233,142
========
</TABLE>
* Variable rate security. The rate shown is the rate in effect at October 31,
1995.

<TABLE>
<CAPTION>
PORTFOLIO
COMPOSITION
- -----------
<S> <C>
Aaa 42%
Aa 49%
A 4%
Baa 2%
NR 2%
Money Market 1%
----
100%
====
</TABLE>
See accompanying notes to financial statements.

24
<PAGE>

CT&T FUNDS -- SCHEDULE OF INVESTMENTS October 31, 1995
- --------------------------------------------------------------------------------

CHICAGO TRUST MONEY MARKET FUND
<TABLE>
<CAPTION>
PRINCIPAL AMORTIZED
AMOUNT COST
---------- -----------
<S> <C> <C>
BANKERS' ACCEPTANCES -- 2.90%
Bank of Tokyo Trust (NY)
5.820%, 11/06/95 ...................................... $3,000,000 $ 2,997,575
National Westminster Bank
5.660%, 11/28/95 ...................................... 3,000,000 2,987,265
-----------
TOTAL BANKERS' ACCEPTANCES ............................. 5,984,840
-----------
CERTIFICATES OF DEPOSIT -- 4.37%
Old Kent Bank
5.750%, 11/24/95 ...................................... 4,500,000 4,500,000
Old Kent Bank
5.750%, 12/22/95 ...................................... 4,500,000 4,500,000
-----------
TOTAL CERTIFICATES OF DEPOSIT........................... 9,000,000
-----------
COMMERCIAL PAPER -- 66.14%
Chevron Oil Finance Co.
5.746%, 11/01/95 ...................................... 4,500,000 4,500,000
Household Finance Corp.
5.766%, 11/02/95 ...................................... 4,500,000 4,500,000
Chevron Oil Finance Co.
5.747%, 11/03/95 ...................................... 4,500,000 4,500,000
Avco Financial Services, Inc.
5.792%, 11/06/95 ...................................... 1,525,000 1,525,000
Household Finance Corp.
5.783%, 11/07/95....................................... 4,500,000 4,500,000
Norwest Financial Corp.
5.762%, 11/08/95....................................... 4,527,000 4,521,939
John Deere Capital Corp.
5.785%, 11/09/95....................................... 4,500,000 4,500,000
General Electric Capital Corp.
5.788%, 11/13/95....................................... 4,100,000 4,100,000
IBM Credit Corp.
5.790%, 11/14/95....................................... 4,500,000 4,500,000
Prudential Funding Corp.
5.753%, 11/14/95....................................... 9,000,000 9,000,000
General Motors Acceptance Corp.
5.852%, 11/15/95....................................... 4,533,000 4,522,758
General Electric Capital Corp.
5.791%, 11/16/95....................................... 4,100,000 4,100,000
Norwest Financial Corp.
5.762%, 11/17/95....................................... 4,532,000 4,520,479
John Deere Capital Corp.
5.765%, 11/20/95....................................... 4,500,000 4,500,000
CIT Group Holdings, Inc.
5.768%, 11/21/95....................................... 4,500,000 4,500,000
IBM Corp.
5.733%, 11/22/95....................................... 4,500,000 4,500,000
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL AMORTIZED
AMOUNT COST
---------- -----------
<S> <C> <C>
Heller Financial, Inc.
5.733%, 11/27/95....................................... $4,500,000 $ 4,500,000
Shell Oil Co.
5.672%, 11/28/95....................................... 1,500,000 1,493,666
Transamerica Finance Group, Inc.
5.770%, 11/29/95....................................... 4,532,000 4,511,802
Chrysler Financial Corp.
5.805%, 11/30/95....................................... 2,600,000 2,600,000
Ford Motor Credit Corp.
5.751%, 11/30/95....................................... 1,900,000 1,900,000
Beneficial Corp.
5.756%, 12/01/95....................................... 4,500,000 4,500,000
CIT Group Holdings, Inc.
5.757%, 12/04/95....................................... 4,500,000 4,500,000
Commercial Credit Co.
5.736%, 12/05/95....................................... 4,529,000 4,504,619
Beneficial Corp.
5.760%, 12/06/95....................................... 4,500,000 4,500,000
American General Finance Corp.
5.760%, 12/07/95....................................... 4,500,000 4,500,000
Sears Roebuck Acceptance Corp.
5.796%, 12/08/95....................................... 4,500,000 4,500,000
Sears Roebuck Acceptance Corp.
5.793%, 12/13/95....................................... 4,500,000 4,500,000
Avco Financial Services, Inc.
5.784%, 12/14/95....................................... 4,500,000 4,500,000
Ford Motor Credit Corp.
5.752%, 12/15/95....................................... 4,500,000 4,500,000
Chrysler Financial Corp.
5.774%, 12/18/95....................................... 3,500,000 3,500,000
American General Finance Corp.
5.757%, 12/28/95....................................... 4,500,000 4,500,000
-----------
TOTAL COMMERCIAL PAPER.................................. 136,300,263
-----------
TIME DEPOSITS -- 9.03%
Canadian Imperial Bank of Commerce
5.740%, 11/10/95....................................... 6,600,000 6,600,000
Royal Bank of Canada
5.700%, 12/29/95....................................... 4,500,000 4,500,000
Canadian Imperial Bank of Commerce
5.710%, 01/31/96....................................... 2,500,000 2,500,000
Toronto Dominion Bank
5.719%, 04/17/96....................................... 5,000,000 5,000,000
-----------
TOTAL TIME DEPOSITS..................................... 18,600,000
-----------
</TABLE>
See accompanying notes to financial statements.

25
<PAGE>

CT&T FUNDS -- SCHEDULE OF INVESTMENTS October 31, 1995
- --------------------------------------------------------------------------------

CHICAGO TRUST MONEY MARKET FUND -- CONTINUED
<TABLE>
<CAPTION>
PRINCIPAL AMORTIZED
AMOUNT COST
----------- -----------
<S> <C> <C>
REPURCHASE
AGREEMENT -- 17.76%
(Cost $36,598,000)
J.P. Morgan. U.S. Treasury Notes, $33,146,000 par,
8.875% coupon, due 11/15/98, dated 10/31/95, to be
sold on 11/01/95 at $36,604,049...................... $36,598,000 $36,598,000
-----------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL AMORTIZED
AMOUNT COST
--------- ------------
<S> <C> <C>
TOTAL INVESTMENTS* -- 100.20%........................... $206,483,103
------------
LIABILITIES NET OF CASH AND OTHER ASSETS -- (0.20%)..... (407,789)
------------
NET ASSETS -- 100.00% .................................. $206,075,314
============
</TABLE>
* At October 31, 1995, cost is identical for book and federal income tax
purposes.
See accompanying notes to financial statements.

26
<PAGE>

CT&T FUNDS -- STATEMENT OF ASSETS AND LIABILITIES October 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
MONTAG &
CALDWELL CHICAGO TRUST CHICAGO TRUST CHICAGO TRUST
GROWTH GROWTH & INCOME TALON ASSET ALLOCATION
FUND FUND FUND FUND
----------- --------------- ------------- ----------------
<S> <C> <C> <C> <C>
ASSETS:
Investments in securities
at value/1/ (Cost
$34,128,771,
$168,313,951, $11,036,631
and $152,255,300,
respectively)............ $40,016,874 $172,622,706 $11,896,767 $152,622,804
Cash...................... 0 868 505 620
Receivables:
Dividends and interest.... 32,583 116,493 1,095 839,893
Fund shares sold ......... 335,131 120,249 0 114,288
Securities sold .......... 0 0 304,473 0
Due from Advisor, net .... 4,759 0 31,190 0
Deferred organization
costs (Note A).. 13,344 15,581 12,951 6,843
Other assets.............. 1,700 7,917 478 19,509
----------- ------------ ----------- ------------
Total assets............. 40,404,391 172,883,814 12,247,459 153,603,957
----------- ------------ ----------- ------------
LIABILITIES:
Payables:
Securities purchased ..... 0 0 1,687,455 0
Fund shares redeemed ..... 19,770 472,288 1,785 646,627
Due to Advisor, net ...... 0 46,371 0 74,726
Accrued expenses ......... 29,572 69,450 20,365 62,138
----------- ------------ ----------- ------------
Total liabilities........ 49,342 588,109 1,709,605 783,491
----------- ------------ ----------- ------------
NET ASSETS:
Applicable to 3,065,642,
13,352,906, 873,131, and
18,134,536 shares
outstanding,
respectively............. $40,355,049 $172,295,705 $10,537,854 $152,820,466
=========== ============ =========== ============
NET ASSETS CONSIST OF:
Capital paid-in........... $34,739,903 $166,884,192 $ 9,036,356 $151,979,099
Accumulated undistributed
net investment income ... 1,155 126,356 2,563 466,569
Accumulated net realized
gain (loss) on
investments.............. (274,112) 976,402 638,799 7,294
Net unrealized
appreciation/depreciation
on investments........... 5,888,103 4,308,755 860,136 367,504
----------- ------------ ----------- ------------
$40,355,049 $172,295,705 $10,537,854 $152,820,466
=========== ============ =========== ============
Net asset value and
redemption price per
share.................... $ 13.16 $ 12.90 $ 12.07 $ 8.43
=========== ============ =========== ============
</TABLE>
/1/ Investments in securities at value include investments in repurchase
agreements of $3,084,000, $15,440,000, $2,344,000 and $13,246,000,
respectively.

See accompanying notes to financial statements.

27
<PAGE>

CT&T FUNDS -- STATEMENT OF ASSETS AND LIABILITIES October 31, 1995 (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MONTAG &
CALDWELL CHICAGO TRUST CHICAGO TRUST
BALANCED CHICAGO TRUST MUNICIPAL BOND MONEY MARKET
FUND BOND FUND FUND FUND
----------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
ASSETS:
Investments in securities
at value/1/ (Cost
$19,851,587, $69,622,622,
$11,221,823 and
$206,483,103,
respectively)............ $22,063,640 $70,128,057 $11,454,965 $206,483,103
Cash...................... 0 735 0 11,625
Receivables:
Dividends and interest.... 157,055 1,035,406 193,191 451,690
Fund shares sold ......... 75,461 130,413 0 0
Securities sold .......... 0 0 0 0
Due from Advisor, net .... 21,762 11,725 38,663 0
Deferred organization
costs (Note A)........... 13,344 15,581 15,581 15,581
Other assets.............. 930 3,165 525 8,356
----------- ----------- ----------- ------------
Total assets............. 22,332,192 71,325,082 11,702,925 206,970,355
----------- ----------- ----------- ------------
LIABILITIES:
Payables:
Securities purchased ..... 397,244 767,841 0 0
Fund shares redeemed ..... 137 25,236 0 0
Due to Advisor, net ...... 0 0 0 19,609
Distributions ............ 0 0 0 836,038
Accrued expenses ......... 26,637 41,670 23,427 39,394
----------- ----------- ----------- ------------
Total liabilities........ 424,018 834,747 23,427 895,041
----------- ----------- ----------- ------------
NET ASSETS:
Applicable to 1,807,375,
7,092,019, 1,158,953 and
206,075,314 shares
outstanding,
respectively............. $21,908,174 $70,490,335 $11,679,498 $206,075,314
=========== =========== =========== ============
NET ASSETS CONSIST OF:
Capital paid-in........... $19,702,212 $69,764,068 $11,552,049 $206,075,314
Accumulated undistributed
net investment income ... 54,957 194,531 21,784 0
Accumulated net realized
gain (loss) on
investments.............. (61,048) 26,301 (127,477) 0
Net unrealized
appreciation/depreciation
investments.............. 2,212,053 505,435 233,142 0
----------- ----------- ----------- ------------
$21,908,174 $70,490,335 $11,679,498 $206,075,314
=========== =========== =========== ============
Net asset value and
redemption price per
share.................... $ 12.12 $ 9.94 $ 10.08 $ 1.00
=========== =========== =========== ============
</TABLE>
/1/ Investments in securities at value include investments in repurchase
agreements of $1,068,000, $3,377,000, $0 and $36,598,000, respectively.

See accompanying notes to financial statements.

28
<PAGE>

CT&T FUNDS -- STATEMENT OF OPERATIONS For the Period Ended October 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MONTAG &
CALDWELL CHICAGO TRUST CHICAGO TRUST
GROWTH GROWTH & CHICAGO TRUST ASSET ALLOCATION
FUNDA INCOME FUND TALON FUND FUNDB
---------- ------------- ------------- ----------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................ $ 211,520 $ 412,420 $ 48,408 $129,872
Interest................. 78,080 162,001 117,948 510,968
---------- ---------- ---------- --------
Total investment income.. 289,600 574,421 166,356 640,840
---------- ---------- ---------- --------
EXPENSES:
Investment advisory fees
(Note E)................ 154,451 222,466 64,359 121,079
Distribution expenses
(Note E)................ 48,266 79,452 20,112 43,242
Transfer agent fees...... 37,628 42,128 40,233 3,456
Administration fees (Note
E)...................... 28,574 35,261 27,445 8,685
Accounting fees.......... 27,681 30,529 24,027 7,309
Registration expenses.... 21,029 14,812 21,106 3,545
Custodian fees........... 11,814 13,058 15,819 3,366
Auditing fees............ 11,572 11,572 13,672 11,500
Legal fees............... 10,373 9,376 8,669 704
Amortization of
organization costs (Note
A)...................... 3,323 4,997 3,332 157
Report to shareholder
expense................. 2,972 4,075 3,468 0
Trustees fees (Note E)... 1,607 1,607 1,607 0
Miscellaneous expenses... 513 1,395 263 21
---------- ---------- ---------- --------
Total expenses........... 359,803 470,728 244,112 203,064
Expenses reimbursed (Note
E)....................... (108,820) (127,632) (139,529) (30,094)
---------- ---------- ---------- --------
Net expenses............. 250,983 343,096 104,583 172,970
---------- ---------- ---------- --------
NET INVESTMENT INCOME..... 38,617 231,325 61,773 467,870
---------- ---------- ---------- --------
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss)
on investments
(including a realized
loss on option
transactions of $337,338
in the Talon Fund)...... (274,112) 1,384,988 667,438 5,993
Net change in unrealized
appreciation/depreciation
on investments
(including a change in
unrealized appreciation
on option transactions
of $5,810 in the Talon
Fund)................... 5,888,103 3,775,287 774,370 367,504
---------- ---------- ---------- --------
Net realized and
unrealized gain on
investments............. 5,613,991 5,160,275 1,441,808 373,497
---------- ---------- ---------- --------
INCREASE IN NET ASSETS
FROM OPERATIONS.......... $5,652,608 $5,391,600 $1,503,581 $841,367
========== ========== ========== ========
</TABLE>

See accompanying notes to financial statements.

29
<PAGE>

CT&T FUNDS -- STATEMENT OF OPERATIONS For the Period Ended October 31, 1995
(continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CHICAGO
MONTAG & CALDWELL CHICAGO TRUST CHICAGO TRUST TRUST
BALANCED BOND MUNICIPAL BOND MONEY MARKET
FUNDC FUND FUND FUND
----------------- ------------- -------------- ------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends................ $ 69,241 $ 4,167 $ 0 $ 0
Interest................. 333,426 1,636,128 498,479 8,608,933
---------- ---------- -------- ----------
Total investment income.. 402,667 1,640,295 498,479 8,608,933
---------- ---------- -------- ----------
EXPENSES:
Investment advisory fees
(Note E)................ 78,125 123,919 66,027 638,608
Distribution expenses
(Note E)................ 26,042 56,327 27,511 0
Transfer agent fees...... 37,454 39,417 36,764 38,800
Administration fees (Note
E)...................... 27,554 30,042 27,050 36,291
Accounting fees.......... 27,765 35,144 27,835 60,555
Registration expenses.... 21,247 15,353 14,365 52,932
Custodian fees........... 10,725 13,005 5,430 46,991
Auditing fees............ 12,572 12,571 13,872 15,571
Legal fees............... 10,373 9,373 9,373 9,373
Amortization of
organization costs (Note
A)...................... 3,323 4,997 4,997 4,997
Report to shareholder
expense................. 2,133 2,621 1,871 6,976
Trustees fees (Note E)... 1,607 1,607 1,607 1,607
Miscellaneous expenses... 340 1,388 1,214 9,090
---------- ---------- -------- ----------
Total expenses........... 259,260 345,764 237,916 921,791
Expenses reimbursed (Note
E)....................... (129,051) (165,348) (138,875) (292,002)
---------- ---------- -------- ----------
Net expenses............. 130,209 180,416 99,041 629,789
---------- ---------- -------- ----------
NET INVESTMENT INCOME..... 272,458 1,459,879 399,438 7,979,144
---------- ---------- -------- ----------
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss)
on investments.......... (61,733) 98,947 (120,833) 0
Net change in unrealized
appreciation/depreciation
on investments.......... 2,212,053 1,375,091 695,561 0
---------- ---------- -------- ----------
Net realized and
unrealized gain on
investments............. 2,150,320 1,474,038 574,728 0
---------- ---------- -------- ----------
INCREASE IN NET ASSETS
FROM OPERATIONS......... $2,422,778 $2,933,917 $974,166 $7,979,144
========== ========== ======== ==========
</TABLE>
a Montag & Caldwell Growth Fund commenced investment operations on November 2,
1994.
b Chicago Trust Asset Allocation Fund commenced investment operations on
September 21, 1995.
c Montag & Caldwell Balanced Fund commenced investment operations on November
2, 1994.

See accompanying notes to financial statements.

30
<PAGE>

CT&T FUNDS -- STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MONTAG & CALDWELL CHICAGO TRUST
GROWTH FUND GROWTH & INCOME FUND
----------------- --------------------------
FOR THE FOR THE FOR THE
PERIOD ENDED YEAR ENDED PERIOD ENDED
10/31/95A 10/31/95 10/31/94D
----------------- ------------ ------------
<S> <C> <C> <C>
OPERATIONS:
Net investment income............ $ 38,617 $ 231,325 $ 83,563
Net realized gain (loss) on
investments..................... (274,112) 1,384,988 (408,586)
Net change in unrealized
appreciation/depreciation on
investments..................... 5,888,103 3,775,287 533,468
----------- ------------ -----------
Increase in net assets from
operations...................... 5,652,608 5,391,600 208,445
----------- ------------ -----------
DIVIDENDS AND DISTRIBUTIONS TO
SHAREOWNERS:
From net investment income....... (37,462) (119,541) (69,047)
----------- ------------ -----------
CAPITAL SHARE TRANSACTIONS --
NOTE C.......................... 34,739,903 154,741,840 12,117,408
----------- ------------ -----------
Total increase in net assets..... 40,355,049 160,013,899 12,256,806
NET ASSETS:
Beginning of period.............. 0 12,281,806 25,000
----------- ------------ -----------
End of period (including
undistributed net investment
income of $1,155, $126,356 and
$14,516, respectively).......... $40,355,049 $172,295,705 $12,281,806
=========== ============ ===========
</TABLE>

See accompanying notes to financial statements.

31
<PAGE>

See accompanying notes to financial statements.

32
<PAGE>

CT&T FUNDS -- STATEMENT OF CHANGES IN NET ASSETS (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MONTAG & CALDWELL CHICAGO TRUST
BALANCED BOND
FUND FUND
----------------- -------------------------
FOR THE FOR THE FOR THE
PERIOD ENDED YEAR ENDED PERIOD ENDED
10/31/95C 10/31/95 10/31/94F
----------------- ----------- ------------
<S> <C> <C> <C>
OPERATIONS:
Net investment income............. $ 272,458 $ 1,459,879 $ 608,690
Net realized gain (loss) on
investments...................... (61,733) 98,947 (103,369)
Net change in unrealized
appreciation/depreciation on
investments...................... 2,212,053 1,375,091 (869,656)
----------- ----------- -----------
Increase (decrease) in net assets
from operations.................. 2,422,778 2,933,917 (364,335)
----------- ----------- -----------
DIVIDENDS AND DISTRIBUTIONS TO
SHAREOWNERS:
From net investment income ....... (216,826) (1,276,210) (567,105)
----------- ----------- -----------
CAPITAL SHARE TRANSACTIONS -- NOTE
C................................. 19,702,222 56,287,035 13,452,033
----------- ----------- -----------
Total increase in net assets...... 21,908,174 57,944,742 12,520,593
NET ASSETS:
Beginning of period............... 0 12,545,593 25,000
----------- ----------- -----------
End of period (including
undistributed net investment
income of $54,957, $194,531,and
$41,585, respectively) .......... $21,908,174 $70,490,335 $12,545,593
=========== =========== ===========
</TABLE>

See accompanying notes to financial statements.

33
<PAGE>

CT&T FUNDS -- STATEMENT OF CHANGES IN NET ASSETS (continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CHICAGO TRUST CHICAGO TRUST
MUNICIPAL BOND MONEY MARKET
FUND FUND
------------------------- --------------------------
FOR THE FOR THE FOR THE FOR THE
YEAR ENDED PERIOD ENDED YEAR ENDED PERIOD ENDED
10/31/95 10/31/94G 10/31/95 10/31/94H
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income.... $ 399,438 $ 277,755 $ 7,979,144 $ 2,527,279
Net realized loss on
investments............. (120,833) (6,644) 0 0
Net change in unrealized
appreciation/depreciation
on investments.......... 695,561 (462,419) 0 0
----------- ----------- ------------ ------------
Increase (decrease) in
net assets from
operations.............. 974,166 (191,308) 7,979,144 2,527,279
----------- ----------- ------------ ------------
DIVIDENDS AND
DISTRIBUTIONS TO
SHAREOWNERS:
From net investment
income ................. (394,006) (261,403) (7,979,144) (2,527,279)
----------- ----------- ------------ ------------
CAPITAL SHARE TRANSACTIONS
-- NOTE C................ 637,249 10,889,800 83,146,083 122,904,231
----------- ----------- ------------ ------------
Total increase in net
assets.................. 1,217,409 10,437,089 83,146,083 122,904,231
NET ASSETS:
Beginning of period...... 10,462,089 25,000 122,929,231 25,000
----------- ----------- ------------ ------------
End of period (including
undistributed net
investment income of
$21,784, $16,352, $0 and
$0, respectively) ...... $11,679,498 $10,462,089 $206,075,314 $122,929,231
=========== =========== ============ ============
</TABLE>
a Montag & Caldwell Growth Fund commenced investment operations on November 2,
1994.
b Chicago Trust Asset Allocation Fund commenced investment operations on
September 21, 1995.
c Montag & Caldwell Balanced Fund commenced investment operations on November
2, 1994.
d Chicago Trust Growth & Income Fund commenced investment operations on
December 13, 1993.
e Chicago Trust Talon Fund commenced investment operations on September 19,
1994.
f Chicago Trust Bond Fund commenced investment operations on December 13, 1993.
g Chicago Trust Municipal Bond Fund commenced investment operations on December
13, 1993.
h Chicago Trust Money Market Fund commenced investment operations on December
14, 1993.

See accompanying notes to financial statements.

34
<PAGE>

CT&T FUNDS -- FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
The tables below set forth financial data for a share of beneficial interest
outstanding throughout each period presented.

<TABLE>
<CAPTION>
MONTAG & CALDWELL CHICAGO TRUST
GROWTH FUND GROWTH & INCOME FUND
----------------- -----------------------
PERIOD
PERIOD ENDED YEAR ENDED ENDED
10/31/95A 10/31/95 10/31/94D
----------------- ---------- ---------
<S> <C> <C> <C>
Net Asset Value, beginning of period. $ 10.00 $ 10.11 $ 10.00
------- -------- -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income............... 0.02 0.09 0.07
Net realized and unrealized gain on
investments........................ 3.16 2.79 0.10
------- -------- -------
Total from investment operations.... 3.18 2.88 0.17
------- -------- -------
LESS DISTRIBUTIONS FROM NET
INVESTMENT INCOME.................. (0.02) (0.09) (0.06)
------- -------- -------
Net Asset Value, end of period....... $ 13.16 $ 12.90 $ 10.11
======= ======== =======
TOTAL RETURN/2/ ..................... 31.87% 28.66% 1.73%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in
000's)............................. $40,355 $172,296 $12,282
Ratio of expenses to average net
assets before reimbursement of
expenses by Advisor/1/............. 1.87% 1.50% 2.21%
Ratio of expenses to average net
assets after reimbursement of
expenses by Advisor/1/............. 1.30% 1.09%/3/ 1.20%
Ratio of net investment income to
average net assets before
reimbursement of expenses by
Advisor/1/......................... -0.36% 0.33% -0.15%
Ratio of net investment income to
average net assets after
reimbursement of expenses by
Advisor/1/......................... 0.20% 0.74% 0.86%
Portfolio turnover/2/............... 34.46% 9.00% 37.01%
</TABLE>

See accompanying notes to financial statements.

35
<PAGE>

CT&T FUNDS -- FINANCIAL HIGHLIGHTS (continued)
- -------------------------------------------------------------------------------
The tables below set forth financial data for a share of beneficial interest
outstanding throughout each period presented.

<TABLE>
<CAPTION>
CHICAGO TRUST
CHICAGO TRUST ASSET ALLOCATION
TALON FUND FUND
-------------------- ----------------
PERIOD
YEAR ENDED ENDED PERIOD ENDED
10/31/95 10/31/94E 10/31/95B
---------- --------- ----------------
<S> <C> <C> <C>
Net Asset Value, beginning of period..... $ 10.25 $10.00 $ 8.34
------- ------ --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income................... 0.09 0.02 0.03
Net realized and unrealized gain on
investments............................ 1.84 0.23 0.06
------- ------ --------
Total from investment operations........ 1.93 0.25 0.09
------- ------ --------
LESS DISTRIBUTIONS FROM NET INVESTMENT
INCOME................................. (0.11) 0.00 0.00
------- ------ --------
Net Asset Value, end of period........... $ 12.07 $10.25 $ 8.43
======= ====== ========
TOTAL RETURN/2/.......................... 18.92% 2.50% 1.08%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in 000's).... $10,538 $4,355 $152,820
Ratio of expenses to average net assets
before reimbursement of expenses by
Advisor/1/............................. 3.04% 7.82% 1.19%
Ratio of expenses to average net assets
after reimbursement of expenses by
Advisor/1/............................. 1.30% 1.30% 1.00%
Ratio of net investment income to
average net assets before reimbursement
of expenses by Advisor/1/.............. -0.97% -4.13% 2.56%
Ratio of net investment income to
average net assets after reimbursement
of expenses by Advisor/1/.............. 0.77% 2.39% 2.73%
Portfolio turnover/2/................... 229.43% 33.66% 0.72%
</TABLE>

See accompanying notes to financial statements.

36
<PAGE>

CT&T FUNDS -- FINANCIAL HIGHLIGHTS (continued)
- -------------------------------------------------------------------------------

The tables below set forth financial data for a share of beneficial interest
outstanding throughout each period presented.

<TABLE>
<CAPTION>
MONTAG & CALDWELL CHICAGO TRUST
BALANCED FUND BOND FUND
----------------- -----------------------
PERIOD ENDED YEAR ENDED PERIOD ENDED
10/31/95C 10/31/95 10/31/94F
----------------- ---------- ------------
<S> <C> <C> <C>
Net Asset Value, beginning of period. $ 10.00 $ 9.21 $ 10.00
------- ------- -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income............... 0.26 0.60 0.50
Net realized and unrealized gain
(loss) on investments.............. 2.09 0.73 (0.82)
------- ------- -------
Total from investment operations.... 2.35 1.33 (0.32)
------- ------- -------
LESS DISTRIBUTIONS FROM NET
INVESTMENT INCOME.................. (0.23) (0.60) (0.47)
------- ------- -------
Net Asset Value, end of period....... $ 12.12 $ 9.94 $ 9.21
======= ======= =======
TOTAL RETURN/2/ ..................... 23.75% 14.89% -3.23%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in
000's)............................. $21,908 $70,490 $12,546
Ratio of expenses to average net
assets before reimbursement of
expenses by Advisor/1/............. 2.50% 1.54% 2.02%
Ratio of expenses to average net
assets after reimbursement of
expenses by Advisor/1/............. 1.25% 0.80% 0.80%
Ratio of net investment income to
average net assets before
reimbursement of expenses by
Advisor/1/......................... 1.38% 5.78% 4.83%
Ratio of net investment income to
average net assets after
reimbursement of expenses by
Advisor/1/......................... 2.63% 6.52% 6.05%
Portfolio turnover/2/............... 27.33% 68.24% 20.73%
</TABLE>

See accompanying notes to financial statements.

37
<PAGE>

CT&T FUNDS -- FINANCIAL HIGHLIGHTS (continued)
- -------------------------------------------------------------------------------

The tables below set forth financial data for a share of beneficial interest
outstanding throughout each period presented.

<TABLE>
<CAPTION>
CHICAGO TRUST
CHICAGO TRUST MUNICIPAL MONEY MARKET
BOND FUND FUND
----------------------- --------------------------
YEAR ENDED PERIOD ENDED YEAR ENDED PERIOD ENDED
10/31/95 10/31/94G 10/31/95 10/31/94H
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net Asset Value, beginning
of period.................. $ 9.56 $ 10.00 $ 1.00 $ 1.00
------- ------- -------- --------
INCOME FROM INVESTMENT
OPERATIONS
Net investment income...... 0.35 0.27 0.05 0.03
Net realized and unrealized
gain (loss) on
investments............... 0.52 (0.46) 0.00 0.00
------- ------- -------- --------
Total from investment
operations................ 0.87 (0.19) 0.05 0.03
------- ------- -------- --------
LESS DISTRIBUTIONS FROM NET
INVESTMENT INCOME......... (0.35) (0.25) (0.05) (0.03)
------- ------- -------- --------
Net Asset Value, end of
period..................... $ 10.08 $ 9.56 $ 1.00 $ 1.00
======= ======= ======== ========
TOTAL RETURN/2/ ............ 9.29% -1.92% 5.56% 3.20%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(in 000's)................ $11,679 $10,462 $206,075 $122,929
Ratio of expenses to
average net assets before
reimbursement of expenses
by Advisor/1/............. 2.16% 2.09% 0.63% 0.64%
Ratio of expenses to
average net assets after
reimbursement of expenses
by Advisor/1/............. 0.90% 0.90% 0.43%/4/ 0.40%
Ratio of net investment
income to average net
assets before
reimbursement of expenses
by Advisor/1/............. 2.37% 1.90% 5.24% 3.49%
Ratio of net investment
income to average net
assets after reimbursement
of expenses by Advisor/1/. 3.63% 3.09% 5.44% 3.73%
Portfolio turnover/2/...... 42.81% 14.85% N/A N/A
</TABLE>
a Montag & Caldwell Growth Fund commenced investment operations on November 2,
1994.
b Chicago Trust Asset Allocation Fund commenced investment operations on
September 21, 1995.
c Montag & Caldwell Balanced Fund commenced investment operations on November
2, 1994.
d Chicago Trust Growth & Income Fund commenced investment operations on
December 13, 1993.
e Chicago Trust Talon Fund commenced investment operations on September 19,
1994.
f Chicago Trust Bond Fund commenced investment operations on December 13,
1993.
g Chicago Trust Municipal Bond Fund commenced investment operations on
December 13, 1993.
h Chicago Trust Money Market Fund commenced investment operations on December
14, 1993.
/1/ Annualized
/2/ Not annualized
/3/ Net Expense Ratio changed from 1.20% to 1.00% on September 21, 1995.
/4/ Net Expense Ratio changed from .40% to .50% on July 12, 1995.

See accompanying notes to financial statements.

38
<PAGE>

CT&T FUNDS -- NOTES TO FINANCIAL STATEMENTS October 31, 1995
- -------------------------------------------------------------------------------
NOTE (A) SIGNIFICANT ACCOUNTING POLICIES: CT&T Funds (the "Company") operates
as a series company currently issuing eight series of shares of beneficial
interest: Montag & Caldwell Growth Fund (the "Growth Fund"), Chicago Trust
Growth & Income Fund (the "Growth & Income Fund"), Chicago Trust Talon Fund
(the "Talon Fund"), Chicago Trust Asset Allocation Fund (the Asset Allocation
Fund), Montag & Caldwell Balanced Fund (the "Balanced Fund"), Chicago Trust
Bond Fund (the "Bond Fund"), Chicago Trust Municipal Bond Fund (the "Municipal
Bond Fund"), and Chicago Trust Money Market Fund (the "Money Market Fund")
(each a "Fund" and collectively, the "Funds"). The Company constitutes a
diversified, open-end management investment company which is registered under
the Investment Company Act of 1940 as amended (the "Act"). The Company was
organized as a Delaware business trust on September 10, 1993. The Growth &
Income Fund, Bond Fund, and Municipal Bond Fund commenced investment
operations on December 13, 1993. The Money Market Fund commenced investment
operations on December 14, 1993. The Talon Fund commenced investment
operations on September 19, 1994. The Growth Fund and the Balanced Fund
commenced investment operations on November 2, 1994. The Asset Allocation Fund
commenced investment operations on September 21, 1995. The Chicago Trust
Company is the Investment Advisor for the Growth & Income Fund, the Talon
Fund, the Asset Allocation Fund, the Bond Fund, the Municipal Bond Fund, and
the Money Market Fund. Talon Asset Management, Inc. is the Sub-Investment
Advisor for the Talon Fund. Montag & Caldwell, Inc. is the Investment Advisor
for the Growth Fund and the Balanced Fund. The following is a summary of the
significant accounting policies consistently followed by each Fund in the
preparation of its financial statements. These policies are in conformity with
generally accepted accounting principles.

(1) SECURITY VALUATION: For the Growth Fund, the Growth & Income Fund, the
Talon Fund, the Asset Allocation Fund and the Balanced Fund, equity
securities and index options traded on a national exchange and over-the-
counter securities listed in the NASDAQ National Market System are valued
at the last reported sales price at the close of the New York Stock
Exchange. Securities for which there have been no sales on the valuation
date are valued at the mean of the last reported bid and asked prices on
their principal exchange. Over-the-counter securities not listed on the
NASDAQ National Market System are valued at the mean of the current bid
and asked prices. For the Asset Allocation Fund, the Balanced Fund, the
Bond Fund, and the Municipal Bond Fund, fixed income securities, except
short-term, are valued on the basis of prices provided by a pricing
service when such prices are believed by the Advisor to reflect the fair
market value of such securities. When fair market value quotations are not
readily available, securities and other assets are valued at fair value as
determined in good faith by the Board of Trustees. For all Funds, short-
term investments, those with a remaining maturity of 60 days or less, are
valued at amortized cost, which approximates market value. For the Money
Market Fund, all securities are valued at amortized cost, which
approximates market value. Under the amortized cost method, discounts and
premiums are accreted and amortized ratably to maturity and are included
in interest income.

(2) REPURCHASE AGREEMENTS: Each Fund may enter into repurchase agreements
with financial institutions, deemed to be credit worthy by the Fund's
Advisor, subject to the seller's agreement to repurchase and the Fund's
agreement to resell such securities at a mutually agreed upon price.
Securities purchased subject to repurchase agreements are deposited with
the Fund's custodian and, pursuant to the terms of the repurchase

39
<PAGE>

CT&T FUNDS -- NOTES TO FINANCIAL STATEMENTS October 31, 1995 (continued)
- -------------------------------------------------------------------------------
agreement, must have an aggregate market value greater than or equal to
the repurchase price plus accrued interest at all times. If the value of
the underlying securities falls below the value of the repurchase price
plus accrued interest, the Fund will require the seller to deposit
additional collateral by the next business day. If the request for
additional collateral is not met, or the seller defaults on its repurchase
obligation, the Fund maintains the right to sell the underlying securities
at market value and may claim any resulting loss against the seller.

(3) DERIVATIVE FINANCIAL INSTRUMENTS: A derivative financial instrument in
very general terms refers to a security whose value is "derived" from the
value of an underlying asset, reference rate or index. A Fund has a
variety of reasons to use derivative instruments, such as to attempt to
protect the Fund against possible changes in the market value of its
portfolio and to manage the portfolio's effective yield, maturity and
duration. All of a Fund's portfolio holdings, including derivative
instruments, are marked to market each day with the change in value
reflected in the unrealized appreciation/depreciation on investments. Upon
disposition, a realized gain or loss is recognized accordingly, except for
exercised option contracts where the recognition of gain or loss is
postponed until the disposal of the security underlying the option
contract. Summarized below is a type of derivative financial instrument
which may be used by the Funds, except by the Money Market Fund.

An option contract gives the buyer the right, but not the obligation to
buy (call) or sell (put) an underlying item at a fixed exercise price
during a specified period. These contracts are used by a Fund to manage
the portfolio's effective maturity and duration.

Transactions in options for the Talon Fund for the period ended October
31, 1995 were as follows:

<TABLE>
<CAPTION>
CONTRACTS PREMIUM
--------- ---------
<S> <C> <C>
Outstanding at October 31, 1994........................ 42 $ (37,060)
Options purchased (Net)................................ 440 (359,512)
Options terminated in closing transactions (Net)....... (167) 152,872
Options expired (Net).................................. (285) 215,050
---- ---------
Outstanding at October 31, 1995........................ 30 $ (28,650)
==== =========
</TABLE>

(4) MORTGAGE BACKED SECURITIES: The Asset Allocation Fund, the Balanced
Fund and the Bond Fund invest in Mortgage Backed Securities (MBS),
representing interests in pools of mortgage loans. These securities
provide shareholders with payments consisting of both principal and
interest as the mortgages in the underlying mortgage pools are paid. Most
of the securities are guaranteed by federally sponsored agencies --
Government National Mortgage Association (GNMA), Federal National Mortgage
Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC).
However, some securities may be issued by private, non-government
corporations. MBS issued by private agencies are not government securities
and are not directly guaranteed by any government agency. They are secured
by the underlying collateral of the private issuer. Yields on privately
issued MBS tend to be higher than those of government backed issues.
However, risk of loss due to default and sensitivity to interest rate
fluctuations is also higher.

40
<PAGE>

CT&T FUNDS -- NOTES TO FINANCIAL STATEMENTS October 31, 1995 (continued)
- -------------------------------------------------------------------------------

The Asset Allocation Fund, the Balanced Fund and the Bond Fund also invest
in Collateralized Mortgage Obligations (CMOs) and Real Estate Mortgage
Investment Conduits (REMICs). A CMO is a bond which is collateralized by a
pool of MBS, and a REMIC is similar in form to a CMO. These MBS pools are
divided into classes or tranches with each class having its own
characteristics. The different classes are retired in sequence as the
underlying mortgages are repaid. A Planned Amortization Class (PAC) is a
specific class of mortgages which over its life will generally have the
most stable cash flows and the lowest prepayment risk. A GPM (Graduated
Payment Mortgage) is a negative amortization mortgage where the payment
amount gradually increases over the life of the mortgage. The early
payment amounts are not sufficient to cover the interest due, and
therefore, the unpaid interest is added to the principal, thus increasing
the borrower's mortgage balance. Prepayment may shorten the stated
maturity of the CMO and can result in a loss of premium, if any has been
paid.

The Asset Allocation Fund and the Bond Fund utilize Interest Only (IO)
securities, which increase the diversification of the portfolios and
manage risk. An Interest Only security is a class of MBS representing
ownership in the cash flows of the interest payments made from a specified
pool of MBS. The cash flow on this instrument decreases as the mortgage
principal balance is repaid by the borrower.

(5) INVESTMENT INCOME AND SECURITIES TRANSACTIONS: Dividend income is
recorded on the ex-dividend date. Interest income is accrued daily.
Securities transactions are accounted for on the date securities are
purchased or sold. The cost of securities sold is determined using the
first-in-first-out method.

(6) FEDERAL INCOME TAXES: The Funds have elected to be treated as
"regulated investment companies" under Sub-chapter M of the Internal
Revenue Code and to distribute substantially all of their respective net
taxable income. Accordingly, no provisions for Federal income taxes have
been made in the accompanying financial statements. The Funds intend to
utilize provisions of the federal income tax laws which allow them to
carry a realized capital loss forward for eight years following the year
of the loss and offset such losses against any future realized capital
gains. At October 31, 1995, the losses amounted to $274,112 for the Growth
Fund; $55,042 for the Balanced Fund; and $127,477 for the Municipal Bond
Fund. These amounts primarily expire October 31, 2003.

(7) DIVIDENDS AND DISTRIBUTIONS: Dividends and distributions to
shareowners are recorded on the ex-dividend date.

(8) ORGANIZATION COSTS: The Funds have reimbursed the Advisors for certain
costs incurred in connection with the Company's organization. The costs
are being amortized on a straight-line basis over five years commencing on
December 13, 1993 for the Growth & Income Fund, Bond Fund, and Municipal
Bond Fund; December 14, 1993 for the Money Market Fund; September 19, 1994
for the Talon Fund; November 2, 1994 for the Growth Fund and the Balanced
Fund; and September 21, 1995 for the Asset Allocation Fund.

NOTE (B) DIVIDENDS FROM NET INVESTMENT INCOME AND DISTRIBUTIONS OF CAPITAL
GAINS: With respect to the Growth Fund, the Growth & Income Fund, the Talon
Fund, the Asset Allocation Fund, and the Balanced Fund, dividends from net
investment income are distributed quarterly and net realized gains from
investment transactions, if any, are distributed to shareowners

41
<PAGE>

CT&T FUNDS -- NOTES TO FINANCIAL STATEMENTS October 31, 1995 (continued)
- -------------------------------------------------------------------------------
annually. The Bond Fund and the Municipal Bond Fund distribute their
respective net investment income to shareowners monthly and capital gains, if
any, are distributed annually. The Money Market Fund declares dividends daily
from its net investment income. The Money Market Fund's dividends are payable
monthly and are automatically reinvested in additional Fund shares, at the
month-end net asset value, for those shareowners that have elected the
reinvestment option.

Net investment income and realized gains and losses for federal income tax
purposes may differ from that reported on the financial statements because of
permanent book and tax basis differences. Permanent book and tax differences
of $1,301, $30,723 and $685 were reclassified from undistributed net
investment income to accumulated net realized gain (loss) on investments in
the Asset Allocation Fund, the Bond Fund and the Balanced Fund, respectively,
due to losses on paydown adjustments from mortgage backed securities.

NOTE (C) CAPITAL SHARE TRANSACTIONS: Each Fund is authorized to issue an
unlimited number of shares of beneficial interest with no par value.
Transactions in shares of beneficial interest for the period ended October 31,
1995 were as follows:

<TABLE>
<CAPTION>
GROWTH FUND GROWTH & INCOME FUND
---------------------- ------------------------------------------------
PERIOD ENDED YEAR ENDED PERIOD ENDED
OCTOBER 31, 1995 OCTOBER 31, 1995 OCTOBER 31, 1994
---------------------- ------------------------ ----------------------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
--------- ----------- ---------- ------------ --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Shares sold............. 3,647,616 $41,552,317 13,916,472 $177,441,408 1,229,599 $12,288,733
Shares issued through
reinvestment of
dividends............. 3,223 37,462 2,987 35,488 421 4,234
Shares redeemed......... (585,197) (6,849,876) (1,781,094) (22,735,056) (17,979) (175,559)
--------- ----------- ---------- ------------ --------- -----------
Net Increase............ 3,065,642 $34,739,903 12,138,365 $154,741,840 1,212,041 $12,117,408
========= =========== ========== ============ ========= ===========
</TABLE>

<TABLE>
<CAPTION>
TALON FUND ASSET ALLOCATION FUND
---------------------------------------- ------------------------
YEAR ENDED PERIOD ENDED PERIOD ENDED
OCTOBER 31, 1995 OCTOBER 31, 1994 OCTOBER 31, 1995
-------------------- ------------------ ------------------------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
-------- ---------- ------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Shares sold............. 549,448 $5,975,992 424,810 $4,290,201 18,965,446 $158,962,203
Shares issued through
reinvestment of
dividends............. 6,101 66,183 0 0 0 0
Shares redeemed......... (107,228) (1,296,020) 0 0 (830,910) (6,983,104)
-------- ---------- ------- ---------- ---------- ------------
Net Increase............ 448,321 $4,746,155 424,810 $4,290,201 18,134,536 $151,979,099
======== ========== ======= ========== ========== ============
</TABLE>

<TABLE>
<CAPTION>
BALANCED FUND BOND FUND
---------------------- -----------------------------------------------
PERIOD ENDED YEAR ENDED PERIOD ENDED
OCTOBER 31, 1995 OCTOBER 31, 1995 OCTOBER 31, 1994
---------------------- ----------------------- ----------------------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
--------- ----------- ---------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Shares sold............. 1,891,915 $20,642,834 7,252,380 $71,206,866 1,389,555 $13,723,584
Shares issued through
reinvestment of
dividends............. 19,547 216,825 57,705 565,418 1,687 15,769
Shares redeemed......... (104,087) (1,157,437) (1,580,817) (15,485,249) (30,991) (287,320)
--------- ----------- ---------- ----------- --------- -----------
Net Increase............ 1,807,375 $19,702,222 5,729,268 $56,287,035 1,360,251 $13,452,033
========= =========== ========== =========== ========= ===========
</TABLE>

<TABLE>
<CAPTION>
MUNICIPAL BOND FUND MONEY MARKET FUND
------------------------------------------- ------------------------------------------------------
YEAR ENDED PERIOD ENDED YEAR ENDED PERIOD ENDED
OCTOBER 31, 1995 OCTOBER 31, 1994 OCTOBER 31, 1995 OCTOBER 31, 1994
------------------- ---------------------- -------------------------- --------------------------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
------- ---------- --------- ----------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Shares sold........... 110,913 $1,084,257 1,109,877 $11,067,610 684,248,485 $684,248,485 485,864,274 $485,864,274
Shares issued through
reinvestment of
dividends............ 1,761 17,225 622 6,023 165,085 165,085 247,721 247,721
Shares redeemed....... (47,826) (464,233) (18,894) (183,833) (601,267,487) (601,267,487) (363,207,764) (363,207,764)
------- ---------- --------- ----------- ------------ ------------ ------------ ------------
Net Increase.......... 64,848 $ 637,249 1,091,605 $10,889,800 83,146,083 $ 83,146,083 122,904,231 $122,904,231
======= ========== ========= =========== ============ ============ ============ ============
</TABLE>

42
<PAGE>

CT&T FUNDS -- NOTES TO FINANCIAL STATEMENTS October 31, 1995 (continued)
- -------------------------------------------------------------------------------

Shares sold during the period ended October 31, 1995, as shown above, include
shares exchanged for the investment holdings of the Equity, Fixed Income,
Balanced and Short-Term Investment Funds of Chicago Title & Trust Company
Investment Trust for Employee Benefit Plans on September 21, 1995.

NOTE (D) INVESTMENT TRANSACTIONS: Aggregate purchases and proceeds from sales
of investment securities (other than short-term investments) for the period
ended October 31, 1995 were:

<TABLE>
<CAPTION>
AGGREGATE PROCEEDS
PURCHASES FROM SALES
------------ -----------
<S> <C> <C>
Growth Fund............................................ $ 37,088,586 $ 6,653,903
Growth & Income Fund................................... 149,869,198 8,864,773
Talon Fund............................................. 17,089,593 13,543,591
Asset Allocation Fund.................................. 141,062,249 1,919,913
Balanced Fund.......................................... 21,903,236 3,106,048
Bond Fund.............................................. 70,831,353 16,113,055
Municipal Bond Fund.................................... 5,372,296 4,559,947
</TABLE>

NOTE (E) ADVISORY, ADMINISTRATION AND DISTRIBUTION SERVICES AGREEMENTS: Under
various Advisory Agreements with the Funds, each Advisor provides investment
advisory services to the Funds. The Funds will pay advisory fees at the
following annual percentage rates of the average daily net assets of each
Fund: 0.80% for the Growth Fund, 0.70% for the Growth & Income Fund, 0.80% for
the Talon Fund, 0.70% for the Asset Allocation Fund, 0.75% for the Balanced
Fund, 0.55% for the Bond Fund, 0.60% for the Municipal Bond Fund, and 0.40%
for the Money Market Fund. These fees are accrued daily and paid monthly. The
Advisors have voluntarily undertaken to reimburse the Growth Fund, the Growth
& Income Fund, the Talon Fund, the Asset Allocation Fund, the Balanced Fund,
the Bond Fund, the Municipal Bond Fund, and the Money Market Fund for
operating expenses which cause total expenses to exceed 1.30%, 1.00%, 1.30%,
1.00%, 1.25%, 0.80%, 0.90% and 0.50%, respectively. Such expense
reimbursements may be terminated at the discretion of the Advisors. For the
period from November 1, 1994, (November 2, 1994 for the Growth Fund and the
Balanced Fund and September 21, 1995 for the Asset Allocation Fund) through
October 31, 1995, the Advisors reimbursed expenses of $108,820 for the Growth
Fund, $127,632 for the Growth & Income Fund, $139,529 for the Talon Fund,
$30,094 for the Asset Allocation Fund, $129,051 for the Balanced Fund,
$165,348 for the Bond Fund, $138,875 for the Municipal Bond Fund, and $292,002
for the Money Market Fund.

Effective November 15, 1993, Fund/Plan Services, Inc. was appointed as the
Funds' Administrator. Under its Administration Agreement with the Funds,
Fund/Plan Services, Inc. provides certain administrative services for which
the Funds pay an annual fee at the following annual percentage rates of the
combined average daily net assets of the Funds: 0.09% of the first $200
million, 0.05% on the next $300 million, and 0.03% in excess of $500 million.
Fund/Plan Services, Inc. also retains a portion of the Funds' custody fees.

Fund/Plan Broker Services, Inc. (the "Distributor") serves as the Funds'
Distributor pursuant to an Underwriting Agreement dated November 15, 1993.
Pursuant to Rule 12b-1 adopted by the Securities and Exchange Commission under
the Act, the Growth Fund, the Growth & Income Fund, the Talon Fund, the Asset
Allocation Fund, the Balanced Fund, the Bond Fund, and the Municipal Bond Fund
have adopted a Plan of Distribution (the "Plan"). The Plan permits the
participating Funds to pay certain expenses associated with the distribution
of their shares. Under

43
<PAGE>

CT&T FUNDS -- NOTES TO FINANCIAL STATEMENTS October 31, 1995 (continued)
- -------------------------------------------------------------------------------
the Plan, each Fund may pay actual expenses not exceeding, on an annual basis,
0.25% of each participating Fund's average daily net assets.

Certain officers and trustees of the Funds are also officers and directors of
The Chicago Trust Company. The Funds have not compensated its officers or
affiliated trustees. The Company pays each unaffiliated trustee $750 per Board
of Trustees meeting attended and an annual retainer of $1,000.

44
<PAGE>

INDEPENDENT AUDITORS' REPORT
- -------------------------------------------------------------------------------
The Board of Trustees and Shareowners of CT&T Funds:

We have audited the accompanying statements of assets and liabilities,
including the schedules of investments, of CT&T Funds (comprising,
respectively, Montag & Caldwell Growth Fund, Chicago Trust Growth & Income
Fund, Chicago Trust Talon Fund, Chicago Trust Asset Allocation Fund, Montag &
Caldwell Balanced Fund, Chicago Trust Bond Fund, Chicago Trust Municipal Bond
Fund, and Chicago Trust Money Market Fund) as of October 31, 1995, and the
related statements of operations for the period then ended, and the statements
of changes in net assets and the financial highlights for each of the periods
presented in the two-year period then ended. These financial statements and
financial highlights are the responsibility of CT&T Funds' 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 October 31, 1995, by correspondence with the custodian and
brokers. 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 each
of the respective Funds constituting the CT&T Funds as of October 31, 1995,
the results of their operations for the period then ended, and the changes in
their net assets and financial highlights for each of the periods presented in
the two-year period then ended, in conformity with generally accepted
accounting principles.

LOGO

Chicago, Illinois
December 8, 1995

45
<PAGE>

TRUSTEES

Leonard F. Amari, Trustee*

Stuart D. Bilton, Chairman

Dorothea C. Gilliam, Trustee

Gregory T. Mutz, Trustee*

Nathan Shapiro, Trustee*

* Unaffiliated Trustees

ADVISORS
The Chicago Trust Company
171 North Clark Street
Chicago, IL 60601-3294

Montag & Caldwell, Inc.
1100 Atlanta Financial Center
3343 Peachtree Road
Atlanta, GA 30326-1450

UNDERWRITER/SHAREHOLDER SERVICES
Fund/Plan Services, Inc.
2 West Elm Street
Conshohocken, PA 19428
OFFICERS

Andrew P. Mayo
President

Kenneth C. Anderson
Vice President and Treasurer

Robert M. Hart
Vice President

Thomas J. Adams, III
Vice President

CUSTODIAN
United Missouri Bank, N.A.
928 Grand Avenue
Kansas City, MO 64141

LEGAL COUNSEL
Gardner, Carton and Douglas
321 North Clark Street
Suite 3400
Chicago, IL 60610

AUDITOR
KPMG Peat Marwick LLP
303 East Wacker Drive
Chicago, IL 60601

46
<PAGE>

CT&T FUNDS -- SHAREOWNERS BENEFITS
- -------------------------------------------------------------------------------
The CT&T Family of Funds offers a variety of special features and options for
shareowners. If you have not already signed up for these features and wish to
do so, a customer service representative can provide you with the form you
need to access any of our free shareowner options (800-992-8151).

LOW MINIMUM INVESTMENTS
The minimum initial investment and any subsequent investment is $50.

AUTOMATIC DIVIDEND REINVESTMENT
You can compound your investment earnings by reinvesting them automatically.
Monthly or quarterly dividends and annual capital gain distributions are
reinvested free of charge. Or, if you prefer to receive your earnings in cash,
you may elect to receive regular distributions of your dividends and capital
gain payments.

EXCHANGE PRIVILEGES
Should market conditions or your personal investment needs change, you have
the flexibility to move your investments among the CT&T Funds. Transfers
between the Funds are free of charge, and simple to make.

SAVINGS FOR RETIREMENT
Our easy and convenient IRA offers you a selection of mutual funds especially
suitable for your retirement accounts while your assets benefit from tax-
deferred growth.

CHECK WRITING
Free check writing services may be authorized and are available in the Chicago
Trust Money Market Fund. The per check minimum is $500.

AUTOMATIC INVESTMENT
You may elect to make regular investments into your account automatically by
approving electronic funds transfers into your CT&T Fund.

FOR ADDITIONAL INFORMATION ABOUT CT&T FUNDS CALL:
(800) 992-8151

DISTRIBUTED BY:
FUND/PLAN BROKER SERVICES, INC.
2 WEST ELM STREET
CONSHOHOCKEN, PA 19428

This report is submitted for general information of the shareowners of the
Funds. It is not authorized for distribution to prospective investors in the
Funds unless preceded or accompanied by an effective Prospectus which includes
details regarding the Funds' objectives, policies, expenses and other
information.

47
<PAGE>

Appendix "B"
============

-FINANCIAL STATEMENTS-

for

Chicago Trust Asset Allocation Fund

Interim Period
November 1, 1995 through January 31, 1996

(unaudited)
<PAGE>

CT&T FUNDS
Chicago Trust Asset Allocation Fund
Schedule of Investments (unaudited) JANUARY 31, 1996
================================================================================

Market
Shares Value
-------- -----------
COMMON STOCK - 55.84%
Chemicals - 0.86%
Praxair, Inc. ........................................ 40,000 $1,360,000
-----------
Commercial Services - 0.93%
CUC International, Inc. .............................. 40,000 1,475,000
-----------
Communications - 1.18%
Motorola, Inc. ....................................... 35,000 1,881,250
-----------
Computers/Office Equipment - 5.73%
Cisco Systems, Inc.* ................................. 20,000 1,665,000
Computer Sciences Corp.* ............................. 35,000 2,668,750
Hewlett-Packard Co. .................................. 30,000 2,542,500
Microsoft Corp.* ..................................... 24,000 2,220,000
-----------
9,096,250
-----------
Consumer Durables - 1.19%
Harley Davidson, Inc. ................................ 55,000 1,897,500
-----------

Consumer Non-Durables - 5.20%
Gillette Co. ......................................... 50,000 2,681,250
Newell Co. ........................................... 100,000 2,637,500
Procter & Gamble Co. ................................. 35,000 2,935,625
-----------
8,254,375
-----------

Electrical/Electronics 3.13%
General Electric Co. ................................. 48,000 3,684,000
Molex, Inc. .......................................... 40,000 1,290,000
-----------
4,974,000
-----------
Energy - 5.70%
Amoco Corp. .......................................... 35,000 2,463,125
Exxon Corp. .......................................... 30,000 2,407,500
Royal Dutch Petroleum Co. ............................ 15,000 2,085,000
Schlumberger Ltd. .................................... 30,000 2,103,750
-----------
9,059,375
-----------

Entertainment & Leisure - 2.60%
Carnival Corp. ....................................... 70,000 1,890,000
Walt Disney Co. ...................................... 35,000 2,248,750
-----------
4,138,750
-----------

Financial Services - 6.52%
Federal Home Loan Mortgage Corp. ..................... 38,000 3,253,750
First Data Corp. ..................................... 15,000 1,061,250
Green Tree Financial Corp. ........................... 75,000 2,212,500
MBNA Corp. ........................................... 35,000 1,426,250
Norwest Corp. ........................................ 70,000 2,406,250
-----------
10,360,000
-----------
Food & Beverages - 2.13%
Coca-Cola Co. ........................................ 30,000 2,261,250
Lancaster Colony Corp. ............................... 30,000 1,121,250
-----------
3,382,500
-----------
Insurance - 3.78%
American International Group, Inc. ................... 38,250 3,705,469
General Re Corp. ..................................... 15,000 2,295,000
-----------
6,000,469
-----------

Medical Supplies - 1.62%
Medtronic, Inc. ...................................... 45,000 2,570,625
-----------

See accompanying notes to financial statements.

1
<PAGE>

CT&T FUNDS
Chicago Trust Asset Allocation Fund
Schedule of Investments (unaudited) JANUARY 31, 1996
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Shares Value
----------- -----------
<S> <C> <C>
COMMON STOCK - Continued
Miscellaneous Manufacturing - 5.79%
Boeing Co.................................................................. 35,000 $ 2,716,875
Deere & Co................................................................. 69,000 2,587,500
Federal Signal Corp........................................................ 45,000 1,130,625
Illinois Tool Works, Inc................................................... 45,000 2,761,875
-----------
9,196,875
-----------
Pharmaceuticals - 5.82%
Abbott Laboratories........................................................ 70,000 2,957,500
Forest Labs, Inc. Cl A*.................................................... 40,000 2,160,000
Pfizer, Inc................................................................ 60,000 4,125,000
-----------
9,242,500
-----------
Retail - 2.19%
Walgreen Co................................................................ 100,000 3,487,500
-----------
Telecommunication Services - 1.47%
AT&T Corp.................................................................. 35,000 2,340,625
-----------
TOTAL COMMON STOCK (Cost $80,482,425)...................................... 88,717,594
-----------
Principal
Amount
-----------
REPURCHASE AGREEMENTS - 8.28%
First Chicago Bank, U.S. Treasury Bills, $14,015,000 par, 5.650% coupon,
due 12/12/96, dated 01/31/96, to be sold on 02/01/96 at $13,164,066....... $13,162,000 13,162,000
-----------
TOTAL REPURCHASE AGREEMENTS (Cost $13,162,000)............................. 13,162,000
-----------
FIXED INCOME SECURITIES - 35.37%
U.S. Government Obligations - 6.25%
U.S. Treasury Notes - 4.58%
6.125%, 07/31/96........................................................... 1,000,000 1,005,430
4.375%, 11/15/96........................................................... 1,000,000 995,230
5.625%, 08/31/97........................................................... 1,000,000 1,010,710
8.750%, 10/15/97........................................................... 1,000,000 1,061,460
9.000%, 05/15/98........................................................... 1,000,000 1,085,590
8.000%, 08/15/99........................................................... 1,000,000 1,091,770
5.875%, 02/15/04........................................................... 1,000,000 1,022,110
-----------
7,272,300
-----------
U.S. Treasury Bonds - 1.67%
9.250%, 02/15/16........................................................... 1,000,000 1,365,770
8.500%, 02/15/20........................................................... 1,000,000 1,297,540
-----------
2,663,310
-----------
Total U.S. Government Obligations (Cost $9,707,363)........................ 9,935,610
-----------
U.S. Government Agency Obligations - 11.80%
Federal Home Loan Bank - 0.33%
9.200%, 08/25/97........................................................... 500,000 531,080
-----------
</TABLE>

See accompanying notes to financial statements.

2
<PAGE>

CT&T FUNDS
Chicago Trust Asset Allocation Fund
Schedule of Investments (unaudited) JANUARY 31, 1996
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Principal Market
Amount Value
----------- -----------
<S> <C> <C>
FIXED INCOME SECURITIES - continued
Federal Home Loan Mortgage Corp. - 3.10%
6.500%, 09/15/07, CMO REMIC................................................ $ 1,000,000 $ 1,012,673
7.500%, 04/01/08........................................................... 702,129 723,217
6.500%, 06/01/09........................................................... 1,309,433 1,321,564
7.000%, 11/15/13, CMO PAC - Interest Only.................................. 2,200,000 196,900
7.000%, 07/01/23........................................................... 755,383 763,454
6.000%, 12/15/23, CMO REMIC................................................ 1,000,000 902,418
-----------
4,920,226
-----------
Federal National Mortgage Association - 1.91%
6.000%, 06/25/02, CMO REMIC................................................ 1,800,000 1,806,282
6.250%, 07/25/02, CMO REMIC................................................ 1,000,000 1,006,152
7.000%, 07/25/17, CMO PAC - Interest Only.................................. 2,011,451 230,935
-----------
3,043,369
-----------
Government National Mortgage Association - 6.46%
7.000%, 06/15/08........................................................... 679,455 697,144
8.000%, 03/15/17........................................................... 883,472 917,830
8.000%, 06/15/17........................................................... 1,228,917 1,277,072
7.500%, 04/15/23........................................................... 2,516,113 2,590,624
7.000%, 09/15/23........................................................... 1,984,026 2,010,385
7.000%, 10/15/23........................................................... 2,729,696 2,766,376
-----------
10,259,431
-----------
Total U.S. Government Agency Obligations (Cost $18,493,945)................ 18,754,106
-----------
Government Trust Certificates - 0.99%
GTC Greece, 8.000%, 05/15/98 - Series G-2.................................. 449,485 452,856
GTC Israel, 9.250%, 11/15/01 - Class I-C................................... 1,000,000 1,112,500
-----------
Total Government Trust Certificates (Cost $1,549,416)...................... 1,565,356
-----------
Asset Backed Notes - 0.07% (Cost $111,601)
Premier Auto Trust, 5.900%, 11/17/97....................................... 111,655 111,788
-----------
Corporate Bonds, Notes and Debentures - 16.26%
Airlines - 1.09%
AMR Corp. Debentures, 10.000%, 04/15/21.................................... 1,000,000 1,241,250
Delta Airlines, Inc. Equipment Trust Bonds, 8.540%, 01/02/07............... 452,212 497,656
-----------
1,738,906
-----------
Computers - 1.14%
Comdisco, Inc. Notes, 7.250%, 04/15/98..................................... 1,000,000 1,033,750
International Business Machines Corp. Notes, 6.375%, 06/15/00.............. 750,000 773,437
-----------
1,807,187
-----------
Consumer Non-Durables - 0.27%
Philip Morris Cos., Inc. Notes, 7.125%, 10/01/04........................... 400,000 422,000
-----------
Equipment - 0.71%
John Deere Capital Corp. Debentures, 8.625%, 08/01/19...................... 1,000,000 1,133,750
-----------
Financial Services - 4.94%
Chrysler Financial Corp., 6.625%, 08/15/00................................. 1,000,000 1,028,750
General Motors Acceptance Corp. Notes, 7.750%, 01/15/99.................... 500,000 529,375
General Motors Acceptance Corp. Notes, 8.500%, 01/01/03.................... 1,000,000 1,132,500
Heller Financial Corp. Notes, 5.625%, 03/15/00............................. 1,000,000 986,250
International Bank for Reconstruction & Development, 9.770%, 05/27/98...... 1,000,000 1,093,750
International Lease Finance Debentures, 7.900%, 10/01/96................... 1,000,000 1,016,100
Leucadia National Corp. Senior Subordinated Notes, 8.250%, 06/15/05........ 975,000 1,026,188
U.S. Leasing International, Inc. Notes, 7.000%, 11/01/97................... 1,000,000 1,028,610
-----------
7,841,523
-----------
</TABLE>
See accompanying notes to financial statements.

3
<PAGE>

Healthcare - 1.21%
Columbia/HCA Healthcare Corp. Notes, 7.690%, 06/15/25...................... 1,000,000 1,085,000
Hospital Corp. America, Zero Coupon Debentures, 06/01/00*.................. 1,100,000 834,625
------------
1,919,625
------------

Insurance - 1.33%
Pacific Mutual Life Notes, 7.900%, 12/30/23 - 144A......................... 1,000,000 1,040,000
Prudential Insurance Co., 8.300%, 07/01/25................................. 1,000,000 1,078,750
------------
2,118,750
------------

Retailing-Specialty - 0.75%
Federated Department Stores Senior Debentures, 8.125%, 10/15/02............ 500,000 510,625
Southland Corp. Senior Subordinated Debentures, 5.000%, 12/15/03........... 800,000 672,000
------------
1,182,625
------------
Transportation - 0.32%
Santa Fe Pacific Gold Corp. Senior Debentures, 8.375%, 07/01/05............ 500,000 512,500
------------

Utilities - 3.86%
Chilgener S.A., 6.500%, 01/15/06........................................... 1,000,000 993,750
Commonwealth Edison Co. First Mortgage Bonds, 8.000%, 04/15/23............. 1,000,000 1,052,500
Georgia Power Co., 6.125%, 09/01/99........................................ 500,000 508,125
Gulf States Utilities, 7.350%, 11/01/98.................................... 500,000 521,250
Long Island Lighting Co. Debentures, 9.000%, 11/01/22...................... 1,000,000 1,033,750
Philadelphia Electric Co. First Mortgage Bonds, 5.625%, 11/01/01........... 500,000 494,375
Public Service Co. - N.H. First Mortgage Bonds, 9.170%, 05/15/98........... 500,000 524,375
Texas Utilities First Mortgage Bonds, 5.875%, 04/01/98..................... 1,000,000 1,005,000
------------
6,133,125
------------
Total Corporate Bonds, Notes and Debentures (Cost $25,200,528)............. 25,829,991
------------
TOTAL FIXED INCOME SECURITIES (Cost $55,122,812)........................... 56,196,851
------------
TOTAL INVESTMENTS - 99.49% (Cost $148,707,278)/1/.......................... 158,076,445
------------
CASH AND OTHER ASSETS NET OF LIABILITIES - 0.51%........................... 808,000
------------
NET ASSETS - 100.00%....................................................... $158,884,445
------------
/1/Aggregate cost for federal income tax purposes is $148,707,278; and
net unrealized appreciation is as follows:
Gross unrealized appreciation........................................... $10,567,140
Gross unrealized depreciation........................................... (1,197,973)
-----------
Net unrealized appreciation............................................. $ 9,369,167
===========
</TABLE>

* Non-income producing security.

<PAGE>

CT&T FUNDS
Statement of Assets and Liabilities (unaudited) January 31, 1996
- -----------------------------------------------------------------
<TABLE>
<CAPTION>
Chicago Trust
Asset Allocation
Fund
----------------
<S> <C>
Assets:
Investments in securities at value/1/
(Cost $148,707,278) ................ $158,076,445
Receivables:
Dividends and interest ............ 926,681
Fund shares sold .................. 38,530
Maturities (Repurchase Agreement).. 13,195,000
Deferred organization costs (Note A). 6,489
Other assets......................... 13,977
------------
Total assets...................... 172,257,122
------------

Liabilities:
Payables:
Securities purchased .............. 13,162,000
Fund shares redeemed .............. 103,644
Due to Advisor, net ............... 88,453
Accrued expenses .................... 18,580
------------
Total liabilities................. 13,372,677
------------

Net Assets:
Applicable to 17,790,260 shares
outstanding........................ $158,884,445
============

Net Assets Consist of:
Capital paid-in...................... $148,986,297
Accumulated undistributed
net investment income ............. 315,960
Accumulated net realized gain
on investments..................... 213,021
Net unrealized appreciation on
investments........................ 9,369,167
------------
$158,884,445
============

Net asset value and redemption
price per share.................... $8.93
============
</TABLE>
/1/ Investments in securities at value include investments in repurchase
agreements of $13,162,000.

See accompanying notes to financial statements.

5
<PAGE>

CT&T FUNDS
Statement of Operations (unaudited)
For the Period November 1, 1995 to January 31, 1996
- -----------------------------------------------------------------
<TABLE>
<CAPTION>
Chicago Trust
Asset Allocation
Fund*
----------------
<S> <C>
Investment Income:
Dividends............................ $307,219
Interest............................. 1,228,738
-----------
Total investment income............ 1,535,957
-----------
Expenses:
Investment advisory fees (Note E).... 274,187
Distribution expenses (Note E)....... 97,924
Transfer agent fees.................. 5,128
Administration fees (Note E)......... 14,828
Accounting fees...................... 11,038
Registration expenses................ 61,817
Custodian fees....................... 5,825
Insurance expenses................... 1,966
Legal fees........................... 1,421
Amortization of organization costs
(Note A)............................ 353
Trustees fees (Note E)............... 375
Miscellaneous expenses............... 118
-----------
Total expenses.................... 474,980

Expenses reimbursed (Note E)......... (83,285)
-----------
Net expenses...................... 391,695
-----------

Net Investment Income.................. 1,144,262
------------

Realized and Unrealized Gain
on Investments:
Net realized gain on investments..... 207,589
Net change in unrealized
appreciation on investments......... 9,001,663
-----------
Net realized and unrealized
gain on investments.............. 9,209,252
-----------
Increase in Net Assets from
Operations............................ $10,353,514
===========
</TABLE>
*Chicago Trust Asset Allocation Fund commenced investment operations on
September 21, 1995.

See accompanying notes to financial statements.

<PAGE>
CT&T FUNDS
Statement of Cganges in Net Assets (unaudited)
- --------------------------------------------------------------------------
<TABLE>
<CAPTION>
Chicago Trust
Asset Allocation
Fund
------------------------------
For the For the
Period 11/01/95 Period Ended
to 01/31/96 10/31/95*
-------------- ------------
<S> <C> <C>
Operations:
Net investment income................... $ 1,144,262 $ 467,870
Net realized gain on investments....... 207,589 5,993
Net change in unrealized appreciation
on investments....................... 9,001,663 367,504
------------ ------------
Increase in net assets from operations. 10,353,514 841,367
------------ ------------

Dividends and Distributions
Shareowners:
From net investment income............ (1,289,520) 0
From capital gains ................... (7,213) 0
------------ ------------
(1,296,733) 0
------------ ------------

Capital Share Transactions
Note C................................... (2,992,802) 151,979,099
------------ ------------
Total increase in net assets........... 6,063,979 152,820,466

Net Assets:
Beginning of period.................... 152,820,466 0
------------ ------------
End of period (including
undistributed net investment
income of $315,960.................... $158,884,445 $152,820,466
============ ============

</TABLE>
*Chicago Trust Asset Allocation Fund commenced investment operations on
September 21, 1995.

See accompanying notes to financial statements.
<PAGE>

CT&T FUNDS
Financial Highlights (unaudited)
- --------------------------------------------------------------------------------
The tables below set forth financial data for a share of beneficial interest
outstanding throughout each period presented.
<TABLE>
<CAPTION>

Chicago Trust
Asset Allocation
Fund
--------------------------------
For the For the
Period 11/01/95 Period Ended
to 01/31/96 10/31/95*
--------------- ------------
<S> <C> <C>
Net Asset Value, beginning of period.............. $ 8.43 $ 8.34
--------------- ------------

Income from investment operations
Net investment income........................... 0.06 0.03
Net realized and unrealized gain
on investments................................ 0.51 0.06
--------------- ------------
Total from investment operations........ 0.57 0.09

Less distributions from net investment income... (0.07) 0.00
--------------- ------------
Net Asset Value, end of period.................... $ 8.93 $ 8.43
=============== ============

Total return /2/ ................................... 6.81% 1.08%

Ratios/Supplemental Data
Net assets, end of period (in 000's).............. $158,884 $152,820
Ratio of expenses to average net assets
before reimbursement of expenses by Advisor /1/. 1.23% 1.19%
Ratio of expenses to average net assets
after reimbursement of expenses by Advisor /1/. 1.00% 1.00%
Ratio of net investment income to average net
assets before reimbursement of expenses by
Advisor /1/.................................... 2.74% 2.56%
Ratio of net investment income to average
net assets after reimbursement of expenses
by Advisor /1/ ................................ 2.97% 2.73%
Portfolio turnover /2/ ........................... 8.90% 0.72%

</TABLE>

*Chicago Trust Asset Allocation Fund commenced investment operations on
September 21, 1995.
/1/ Annualized
/2/ Not annualized

See accompanying notes to financial statements.

<PAGE>

CT&T FUNDS
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JANUARY 31, 1996
- -------------------------------------------------------------------------------

NOTE (A) SIGNIFICANT ACCOUNTING POLICIES: CT&T Funds (the "Company") operates as
a series company currently issuing eight series of shares of beneficial
interest: Montag & Caldwell Growth Fund, Chicago Trust Growth & Income Fund,
Chicago Trust Talon Fund, Chicago Trust Asset Allocation Fund, Montag & Caldwell
Balanced Fund, Chicago Trust Bond Fund, Chicago Trust Municipal Bond Fund, and
Chicago Trust Money Market Fund. This report pertains specifically to the Asset
Allocation Fund. The Company constitutes a diversified, open-end management
investment company which is registered under the Investment Company Act of 1940
as amended (the "Act"). The Company was organized as a Delaware business trust
on September 10, 1993. The Asset Allocation Fund (the "Fund") commenced
investment operations on September 21, 1995. The Chicago Trust Company is the
Investment Advisor for the Fund. The following is a summary of the significant
accounting policies consistently followed by the Fund in the preparation of its
financial statements. These policies are in conformity with generally accepted
accounting principles.

(1) SECURITY VALUATION: Equity securities and index options traded on a
national exchange and over-the-counter securities listed in the NASDAQ
National Market System are valued at the last reported sales price at the
close of the New York Stock Exchange. Securities for which there have been
no sales on the valuation date are valued at the mean of the last reported
bid and asked prices on their principal exchange. Over-the-counter
securities not listed on the NASDAQ National Market System are valued at
the mean of the current bid and asked prices. Fixed income securities,
except short-term, are valued on the basis of prices provided by a pricing
service when such prices are believed by the Advisor to reflect the fair
market value of such securities. When fair market value quotations are not
readily available, securities and other assets are valued at fair value as
determined in good faith by the Board of Trustees. Short-term investments,
those with a remaining maturity of 60 days or less, are valued at amortized
cost, which approximates market value. Under the amortized cost method,
discounts and premiums are accreted and amortized ratably to maturity and
are included in interest income.

(2) REPURCHASE AGREEMENTS: The Fund may enter into repurchase agreements
with financial institutions, deemed to be credit worthy by the Fund's
Advisor, subject to the seller's agreement to repurchase and the Fund's
agreement to resell such securities at a mutually agreed upon price.
Securities purchased subject to repurchase agreements are deposited with
the Fund's custodian and, pursuant to the terms of the repurchase
agreement, must have an aggregate market value greater than or equal to the
repurchase price plus accrued interest at all times. If the value of the
underlying securities falls below the value of the repurchase price plus
accrued interest, the Fund will require the seller to deposit additional
collateral by the next business day. If the request for additional
collateral is not met, or the seller defaults on its repurchase obligation,
the Fund maintains the right to sell the underlying securities at market
value and may claim any resulting loss against the seller.

(3) MORTGAGE BACKED SECURITIES: The Fund invests in Mortgage Backed
Securities (MBS), representing interests in pools of mortgage loans. These
securities provide shareholders with payments consisting of both principal
and interest as the mortgages in the underlying mortgage pools are paid.
Most of the securities are guaranteed by federally sponsored agencies -
Government National Mortgage Association (GNMA), Federal National Mortgage
Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC).
However, some securities may be issued by private, non-government
corporations. MBS issued by private agencies are not government securities
and are not directly guaranteed by any government agency. They are secured
by the underlying collateral of the private issuer. Yields on privately
issued MBS tend to be higher than those of government backed issues.
However, risk of loss due to default and sensitivity to interest rate
fluctuations is also higher.

The Fund also invests in Collateralized Mortgage Obligations (CMOs) and
Real Estate Mortgage Investment Conduits (REMICs). A CMO is a bond which is
collateralized by a pool of MBS, and a REMIC is similar in form to a CMO.
These MBS pools are divided into classes or tranches with each class having
its own characteristics. The different classes are retired in sequence as
the underlying mortgages are repaid. A Planned Amortization Class (PAC) is
a specific class of mortgages which over its life will generally have the
most stable cash flows and the lowest prepayment risk. A GPM (Graduated
Payment Mortgage) is a negative amortization mortgage where the payment
amount gradually increases over the life of the mortgage. The early payment
amounts are not sufficient to cover the interest due, and therefore, the
unpaid interest is added to the principal, thus increasing the borrower's
mortgage balance. Prepayment may shorten the stated maturity of the CMO and
can result in a loss of premium, if any has been paid.

The Fund utilizes Interest Only (IO) securities, which increase the
diversification of the portfolios and manage risk. An Interest Only
security is a class of MBS representing ownership in the cash flows of the
interest payments made from a specified pool of MBS. The cash flow on this
instrument decreases as the mortgage principal balance is repaid by the
borrower.

<PAGE>

CT&T FUNDS
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JANUARY 31, 1996
- -------------------------------------------------------------------------------

(4) INVESTMENT INCOME AND SECURITIES TRANSACTIONS: Dividend income is
recorded on the ex-dividend date. Interest income is accrued daily.
Securities transactions are accounted for on the date securities are
purchased or sold. The cost of securities sold is determined using the
first-in-first-out method.

(5) FEDERAL INCOME TAXES: The Fund has elected to be treated as a
"regulated investment company" under Sub-chapter M of the Internal Revenue
Code and to distribute substantially all of their respective net taxable
income. Accordingly, no provisions for Federal income taxes have been made
in the accompanying financial statements.

(6) DIVIDENDS AND DISTRIBUTIONS: Dividends and distributions to shareowners
are recorded on the ex-dividend date.

(7) ORGANIZATION COSTS: The Fund has reimbursed the Advisor for certain
costs incurred in connection with the Company's organization. The costs are
being amortized on a straight-line basis over five years commencing on
September 21, 1995.

NOTE (B) DIVIDENDS FROM NET INVESTMENT INCOME AND DISTRIBUTIONS OF CAPITAL
GAINS: Dividends from net investment income are distributed quarterly and net
realized gains from investment transactions, if any, are distributed to
shareowners annually.

Net investment income and realized gains and losses for federal income tax
purposes may differ from that reported on the financial statements because of
permanent book and tax basis differences. Permanent book and tax differences of
$5,352 were reclassified to undistributed net investment income from accumulated
net realized gain (loss) on investments in the Fund, due to losses on paydown
adjustments from mortgage backed securities.

NOTE (C) CAPITAL SHARE TRANSACTIONS: The Fund is authorized to issue an
unlimited number of shares of beneficial interest with no par value.
Transactions in shares of beneficial interest for the period from November 1,
1995 to January 31, 1996 were as follows:
<TABLE>
<CAPTION>

ASSET ALLOCATION FUND
------------------------------
PERIOD ENDED
JANUARY 31, 1996
-----------------
SHARES AMOUNT
----------- -----------------
<S> <C> <C>

SHARES SOLD................. 1,105,674 $ 9,563,207
SHARES ISSUED THROUGH
REINVESTMENT OF DIVIDENDS.. 150,085 1,296,733
SHARES REDEEMED............. (1,600,035) (13,852,742)
---------- ------------
NET INCREASE............... (344,276) $ (2,992,802)
========== ============
</TABLE>

NOTE (D) INVESTMENT TRANSACTIONS: Aggregate purchases and proceeds from sales of
investment securities (other than short-term investments) for the period from
November 1, 1995 to January 31, 1996 for the Fund were:

AGGREGATE PROCEEDS FROM
PURCHASES SALES
----------- -------------
$13,391,717 $16,928,301

Note (E) Advisory, Administration and Distribution Services Agreements: Under an
Advisory Agreement with the Fund, the Advisor provides investment advisory
services to the Fund. The Fund will pay an advisory fee at the following annual
percentage rate of the average daily net assets of the Fund: 0.70% for the Asset
Allocation Fund. The fee is accrued daily and paid monthly. The Advisor has
voluntarily undertaken to reimburse the Fund for operating expenses which cause
total expenses to exceed 1.00%. Such expense reimbursements may be terminated
at the discretion of the Advisor. For the period from November 1, 1995 through
January 31, 1996, the Advisor reimbursed expenses of $83,285.

Effective November 15, 1993, Fund/Plan Services, Inc. was appointed as the
Fund's Administrator. Under its Administration Agreement with the Fund,
Fund/Plan Services, Inc. provides certain administrative services for which the
Fund pays an annual fee at the following annual percentage rates of the combined
average daily net assets of the Fund: 0.09% of the first $200 million, 0.05% on
the next $300 million, and 0.03% in excess of $500 million. Fund/Plan Services,
Inc. also retains a portion of the Fund's custody fees.

Fund/Plan Broker Services, Inc. (the "Distributor") serves as the Fund's
Distributor pursuant to an Underwriting Agreement dated November 15, 1993.
Pursuant to Rule 12b-1 adopted by the Securities and Exchange Commission under
the Act, the Fund, has adopted a Plan of Distribution (the "Plan"). The Plan
permits the participating Fund to pay certain expenses associated with the
distribution of their shares. Under the Plan, the Fund may pay actual expenses
not exceeding, on an annual basis, 0.25% of each participating Fund's average
daily net assets.

Certain officers and trustees of the Fund are also officers and directors of The
Chicago Trust Company. The Fund have not compensated its officers or affiliated
trustees. The Company pays each unaffiliated trustee $750 per Board of Trustees
meeting attended and an annual retainer of $1,000.

10
<PAGE>

CT&T FUNDS

FORM N-1A

PART C -- OTHER INFORMATION
===========================

Item 24. Financial Statements and Exhibits:
- --------------------------------------------

(a) Financial Statements Included in Part A:

Financial Highlights.

Financial Statements Included in Part B:

Annual Report (all Funds) to Shareowners dated October 31,
1995.

Interim Financial Statements (Asset Allocation Fund
for the Period from November 1, 1995 to January 31, 1996.

(b) EDGAR Exhibits Filed Pursuant to Form N-1A:

(1) Copies of Charter--Incorporated by reference to Exhibit No. (1)
to Registration Statement No. 33-68666 filed September 13, 1993.

(2) Copies of existing By-Laws--filed herewith.

(3) Copies of any voting trust agreement -- Not Applicable.

(4) Copies of all instruments defining the rights of holders of the
securities -- Not Applicable.

(5) Copies of all investment advisory contracts:

(a) Investment Advisory Agreements for CT&T Growth & Income
Fund, CT&T Intermediate Fixed Income Fund, CT&T Intermediate
Municipal Bond Fund, and CT&T Money Market Fund with Chicago
Title and Trust Company--filed herewith.

Investment Advisory Agreements for CT&T Talon Fund with
Chicago Title and Trust Company, and Montag & Caldwell
Growth Fund and Montag & Caldwell Balanced Fund with Montag
& Caldwell, Inc.--filed herewith.

Investment Advisory Agreement for CT&T Asset Allocation Fund
with Chicago Title and Trust Company--filed herewith.
<PAGE>

Amendments dated December 21, 1995 to Investment Advisory
Agreements for each Series, reflecting name changes of
Series and Advisor--filed herewith.

(b) Sub-Investment Advisory Agreement for CT&T Talon Fund with
Talon Asset Management, Inc.--filed herewith.

Amendment dated December 21, 1995 to Sub-Investment Advisory
Agreement reflecting name changes of Series and Advisor--
filed herewith.

(c) Investment Advisory Guaranty Agreement dated October 30,
1995, between Chicago Title and Trust Company and CT&T
Funds--filed herewith.

(d) Investment Advisory Assignment dated October 30, 1995,
between and among Chicago Title and Trust Company, The
Chicago Trust Company, and CT&T Funds--filed herewith.

(e) Master Services Agreement dated October 30, 1995, between
Chicago Title and Trust Company and certain of its
subsidiaries--filed herewith.
.
(6) Copies of each underwriting or distribution contract:

(a) Underwriting Agreement for all Funds with Fund/Plan Broker
Services, Inc.--filed herewith.

Amendment dated December 21, 1995 to Underwriting Agreement,
reflecting name changes to certain Series--filed herewith.

(b) Underwriter Compensation Agreement for all Funds with
Fund/Plan Broker Services, Inc.--filed herewith.

Amendment dated December 21, 1995 to Underwriter
Compensation Agreement, reflecting name changes to certain
Series--filed herewith.

(7) Copies of all bonus, profit sharing, pension or other similar
contracts -- Not Applicable.

(8) Copies of all custodian agreements:

(a) Custodian Agreement with UMB Bank, N.A.--filed herewith.

(b) Custody Administration and Agency Agreement for all Funds
with Fund/Plan Services, Inc., with respect to UMB Bank,
n.a.--filed herewith.

<PAGE>

Amendment dated December 21, 1995 to Custody Administration
and Agency Agreement, reflecting name changes to certain
Series--filed herewith.

(9) Copies of all other material contracts not made in the ordinary
course of business which are to be performed:

(a) Transfer Agent Services Agreement for all Funds with
Fund/Plan Services, Inc.--filed herewith.

Amendment dated December 21, 1995 to Transfer Agent Services
Agreement, reflecting name changes to certain Series--filed
herewith.

(b) Administration Agreement between the Company and Chicago
Title and Trust Company--filed herewith.

Amendment dated December 21, 1995 to Administration
Agreement, reflecting name changes of certain Series and the
Administrator--filed herewith.

Sub-Administration Agreement between Chicago Title and Trust
Company and Fund/Plan Services, Inc.--filed herewith.

Amendment dated December 21, 1995 to Sub-Administration
Agreement, reflecting name changes of certain Series--filed
herewith.

Amendment dated December 21, 1995 to Accounting Services
Agreement, reflecting name changes to certain Series--filed
herewith.

(10) (a) Consent of Counsel--Not Applicable.

(b) See opinion(s) of Counsel filed as attachments to
Registrant's Rule 24f-2 Notice filed November 14, 1995 as
supplemented December 28, 1995 and incorporated herein by
reference.

(11) Copies of any other opinions, appraisals or rulings.

(a) Consent of Independent Auditors--filed herewith.

(12) All financial statements omitted from Item 23.--Not Applicable.

(13) Copies of any agreements or understandings made in consideration
for providing the initial capital between or among the
Registrant--Not Applicable.

(14) Copies of the model plan--Not Applicable.
<PAGE>

(15) Copies of any plan or agreement entered into by Registrant
pursuant to Rule 12b-1:

(a) Distribution Plans for all Funds except Money Market Fund,
with Fund/Plan Broker Services, Inc.--filed herewith.

Amendment to Distribution Plans dated December 21, 1995,
reflecting name changes to certain Series -- filed
herewith.

(b) Servicing Agreement for Distribution Assistance and
Shareholder Administrative Support Services for all Funds
except Money Market Fund, with Fund/Plan Broker Services,
Inc.--filed herewith.

Amendment to Servicing Agreement for Distribution Assistance
and Shareholder Administrative Support Services dated
December 21, 1995, reflecting name changes to certain
Series--filed herewith.

(16) Schedules for Computations of Performance Quotations--filed
herewith.

(27) Electronic Filers--Financial Data Schedules attached.

(24) Power of Attorney -- Stuart D. Bilton
Power of Attorney -- Andrew P. Mayo
Power of Attorney -- Kenneth C. Anderson
Power of Attorney -- Dorothea C. Gilliam
Power of Attorney -- Leonard F. Amari
Power of Attorney -- Gregory T. Mutz
Power of Attorney -- Nathan Shapiro

Filed herewith.

Item 25. Persons Controlled by or under Common Control with Registrant:
- ------------------------------------------------------------------------

None.
<PAGE>

Item 26. Number of Holders of Securities as of February 1, 1996:
- -----------------------------------------------------------------

<TABLE>
<CAPTION>
- ----------------------------------------------------
<S> <C>
MONTAG & CALDWELL GROWTH FUND 638
- ----------------------------------------------------
CHICAGO TRUST GROWTH & INCOME FUND 521
- ----------------------------------------------------
CHICAGO TRUST TALON FUND 410
- ----------------------------------------------------
CHICAGO TRUST ASSET ALLOCATION FUND 30
- ----------------------------------------------------
MONTAG & CALDWELL BALANCED FUND 241
- ----------------------------------------------------
CHICAGO TRUST BOND FUND 242
- ----------------------------------------------------
CHICAGO TRUST MUNICIPAL BOND FUND 96
- ----------------------------------------------------
CHICAGO TRUST MONEY MARKET FUND 453
- ----------------------------------------------------
</TABLE>

Item 27. Indemnification:
- --------------------------

Section 10.2 of the Registrant's Trust Instrument provides as follows:

10.2 Indemnification. The Trust shall indemnify each of its
Trustees against all liabilities and expenses (including amounts
paid in satisfaction of judgments, in compromise, as fines and
penalties, and as counsel fees) reasonably incurred by him in
connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, in which he may be
involved or with which he may be threatened, while as a Trustee
or thereafter, by reason of his being or having been such a
Trustee except with respect to any matter as to which he shall
have been adjudicated to have acted in bad faith, willful
misfeasance, gross negligence or reckless disregard of his
duties, provided that as to any matter disposed of by a
compromise payment by such person, pursuant to a consent decree
or otherwise, no indemnification either for said payment or for
any other expenses shall be provided unless the Trust shall have
received a written opinion from independent legal counsel
approved by the Trustees to the effect that if either the matter
of willful misfeasance, gross negligence or reckless disregard of
duty, or the matter of bad faith had been adjudicated, it would
in the opinion of such counsel have been adjudicated in favor of
such person. The rights accruing to any person under these
provisions shall not exclude any other right to which he may be
lawfully entitled, provided that no person may satisfy any right
of indemnity or reimbursement hereunder except out of the
property of the Trust. The Trustees may make advance payments in
connection with the indemnification under this Section 10.2,
provided that the indemnified person shall have given a written
undertaking to reimburse the Trust in the event it is
subsequently determined that he is not entitled to such
indemnification.

The Trust shall indemnify officers, and shall have the power to
indemnify representatives and employees of the Trust, to the same
extent that Trustees are entitled to indemnification pursuant to
this Section 10.2.

Insofar as indemnification for liability arising under the 1933 Act
may be permitted to trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in that Act and
is, therefore, enforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a trustee, officer or
controlling person of Registrant in the successful defense of any
action, suit or proceeding) is asserted by such trustee, officer or
controlling person in connection with the securities being registered,
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent,
<PAGE>

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

Section 10.3 of the Registrant's Trust Instrument, filed herein as
Exhibit 1, also provides for the indemnification of shareholders of
the Registrant. Section 10.3 states as follows:

10.3 Shareholders. In case any Shareholder or former Shareholder
of any Series shall be held to be personally liable solely by
reason of his being or having been a shareholder of such Series
and not because of his acts or omissions or for some other
reason, the Shareholder or former Shareholder (or his heirs,
executors, administrators or other legal representatives or, in
the case of a corporation or other entity, its corporate or other
general successor) shall be entitled out of the assets belonging
to the applicable Series to be held harmless from and indemnified
against all loss and expense arising from such liability. The
Trust, on behalf of the affected Series, shall, upon request by
the Shareholder, assume the defense of any claim made against the
Shareholder for any act or obligation of the Trust and satisfy
any judgment thereon from the assets of the Series.

In addition, Registrant currently has a trustees' and officers'
liability policy covering certain types of errors and omissions.

Item 28. Business and Other Connections of Advisors and Sub-Advisor:
- ---------------------------------------------------------------------

Chicago Title and Trust Company is engaged in the sale and
underwriting of title insurance through the CT&T Family of Title
Insurers, which consists of Chicago Title Insurance Company,
Security Union Title Insurance Company and Ticor Title Insurance
Company and their respective subsidiaries. The CT&T Family of
Title Insurers also offers services related to title insurance,
including abstracting, searches, and escrow, closing and
disbursement services in connection with real estate
transactions. Each of these principal title insurance
subsidiaries is rated "A-" by Standard & Poor's Corporation.

The CT&T Family of Title Insurers is the largest title insurance
organization in the world, with more than 200 full-service
offices, 8,000 employees and 3,800 policy-issuing agents in 49
states, Puerto Rico, the Virgin Islands and Canada. Consolidated
assets totaled $1.6 billion in 1992 and $1.4 billion and 1991.

The Chicago Trust Company conducts a general financial services
business through its Financial Services Group, which comprises
four businesses. The institutional investment management group
manages equity and fixed income institutional assets in excess of
$3.0 billion, primarily in employee benefit plans, foundation
accounts and insurance company accounts. The employee benefits
services group offers profit sharing plans, matching savings
plans, money purchase pensions and consulting services, and has
become one of the leading providers of 401(k) salary deferral
plans to mid-sized companies. The personal trust and investment
services group provides investment management and trust and
estate planning primarily for accounts in the $500,000 to $10
million range. The real estate trust services group provides the
means whereby real estate can be conveyed to a trustee while
reserving to the beneficiaries the full management and control of
the property. This group also facilitates tax-deferred exchanges
of income-producing real property.

Montag & Caldwell's sole business is managing assets primarily
for employee benefit, endowment, charitable, and other
institutional clients, as well as high net worth individuals.

At Talon Asset Management, Mr. Terry Diamond is Chairman and a
Director, Mr. Alan R. Wilson is President and a Director, and
Barbara Rumminger, Secretary, are, respectively, Chairman and a
Director, President and a Director, and Secretary of Talon
Securities, Inc., 140 South Dearborn Street, Chicago, Illinois, a
registered broker dealer. Mr. Diamond is also a director of Amli
Realty Company, 125 South Wacker Drive, Chicago Illinois, a
private real estate investment company.
<PAGE>

The directors and officers of the Trust's Investment Advisors and Sub-Investment
Advisor are set forth below. To the knowledge of the Registrant, unless so
noted, none of these individuals is or has been at any time during the past two
fiscal years engaged in any other business, profession vocation or employment of
a substantial nature.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
THE CHICAGO TRUST COMPANY
=========================
- --------------------------------------------------------------------------
NAME TITLE/POSITION OTHER BUSINESS
---- -------------- --------------
- --------------------------------------------------------------------------
<S> <C> <C>
Richard P. Toft Director Senior Vice President, Alleghany
Corporation; President and Chief
Executive Officer, Chicago Title
and Trust Company; Chairman,
Chicago Title Insurance Company;
Director, Chairman and Chief
Executive Officer, Alleghany Asset
Management, Inc.
- --------------------------------------------------------------------------
Allan P. Kirby, Jr. Director President, Liberty Square, Inc.;
Director, Alleghany Corporation;
Director, Chicago Title and Trust
Company; Director, Chicago Title
Insurance Company; Director,
Kirby Investments, Inc.
- --------------------------------------------------------------------------
Anthony Kuklin Director Partner of Paul, Weiss, Rifkind,
Wharton & Garrison; Director,
Chicago Title and Trust Company;
Director, Chicago Title Insurance
Company.
- --------------------------------------------------------------------------
M. Leanne Lachman Director Managing Director, Schroder Real
Estate Associates; Director,
Chicago Title and Trust Company;
Director, Chicago Title Insurance
Company.
- --------------------------------------------------------------------------
Dana G. Leavitt Director President, Leavitt Management
Company; Director, Chicago Title
and Trust Company; Director,
Chicago Title Insurance Company.
- --------------------------------------------------------------------------
Lawrence F. Levy Director Chairman, The Levy Organization;
Director, Chicago Title and Trust
Company; Director, Chicago Title
Insurance Company.
- --------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
NAME TITLE/POSITION OTHER BUSINESS
---- -------------- --------------
- -------------------------------------------------------------------------------------------
<S> <C> <C>
Margaret P. MacKimm Director Director, Woolworth Corporation;
Director, E.I. DuPont deNemours
& Company; Director, Chicago
Title and Trust Company; Director;
Chicago Title Insurance Company.
- -------------------------------------------------------------------------------------------
Walter D. Scott Director Professor of Management, J.L.
Kellogg Graduate School of
Management, Northwestern
University; Director, Chicago Title
and Trust Company; Director,
Chicago Title Insurance Company.
- -------------------------------------------------------------------------------------------
Earl L. Neal Director Principal Attorney, Earl L. Neal
and Associates; Director, Chicago
Title and Trust Company; Director,
Chicago Title Insurance Company.
- -------------------------------------------------------------------------------------------
Richard L. Pollay Director Director, President and Chief
Executive Officer of Chicago Title
Insurance Company and Ticor Title
Insurance Company; Director,
Chairman and President, Security
Union Title Insurance Company;
Director, Ticor Title Guaranty
Company.
- -------------------------------------------------------------------------------------------

INSTITUTIONAL INVESTMENT GROUP:
- -------------------------------
- -------------------------------------------------------------------------------------------
Charles F. Henderson Executive Vice President
and Chief Investment Officer
- -------------------------------------------------------------------------------------------
Frederick W. Engimann Senior Vice President
- -------------------------------------------------------------------------------------------
David J. Cox Vice President
- -------------------------------------------------------------------------------------------
Thomas J. Marthaler Vice President
- -------------------------------------------------------------------------------------------
Lois A. Pasquale Vice President
- -------------------------------------------------------------------------------------------
Bernard F. Myszkowski Vice President
- -------------------------------------------------------------------------------------------
Jerold L. Stodden Vice President
- -------------------------------------------------------------------------------------------
Fred H. Senft Assistant Vice President
- -------------------------------------------------------------------------------------------
Steven A. Rusnak Trust Officer
- -------------------------------------------------------------------------------------------
Daniel E. Zaldivar Trust Officer
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

OPERATIONS AND FINANCIAL PLANNING:
- ----------------------------------
- ----------------------------------------------------------------------------
Terry Zirkle Senior Vice President
- ----------------------------------------------------------------------------
Quentin L. Hardisty Vice President
- ----------------------------------------------------------------------------

PERSONAL TRUST & INVESTMENT SERVICES:
- -------------------------------------
- ----------------------------------------------------------------------------
Paula Addix Harbage Executive Vice President
- ----------------------------------------------------------------------------
Hubert A. Adams Senior Vice President
- ----------------------------------------------------------------------------
Alan B. Shidler Senior Vice President
- ----------------------------------------------------------------------------
Nancy D. Anderson Vice President
- ----------------------------------------------------------------------------
Ann C. Christensen Vice President
- ----------------------------------------------------------------------------
Joan M. Giardina Vice President
- ----------------------------------------------------------------------------
Roger A. Meier Vice President
- ----------------------------------------------------------------------------
Joan M. Perkins Vice President
- ----------------------------------------------------------------------------
Byron M. Powell Vice President
and Senior Probate Counsel
- ----------------------------------------------------------------------------
Charles G. Rammelt Vice President
- ----------------------------------------------------------------------------
Roger C. Clark Assistant Vice President
- ----------------------------------------------------------------------------
Thomas G. Corr Assistant Vice President
- ----------------------------------------------------------------------------
Judith K. French Assistant Vice President
- ----------------------------------------------------------------------------
John Q. Hinds Assistant vice President
- ----------------------------------------------------------------------------
Dawn M. Shaefer Assistant Vice President
- ----------------------------------------------------------------------------
Jan E. Stone Assistant Vice President
- ----------------------------------------------------------------------------
David W. Nyberg Assistant Trust Counsel
- ----------------------------------------------------------------------------
Robert A. Murphy Assistant Vice President
and Senior Portfolio Manager
- ----------------------------------------------------------------------------
Denise M. Seminetta Assistant Vice President
and Senior Portfolio Manager
- ----------------------------------------------------------------------------
Ingrid Osiecki Senior Trust Officer
- ----------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
NAME TITLE/POSITION OTHER BUSINESS
---- -------------- --------------
- ----------------------------------------------------------------------------
<S> <C> <C>
REAL ESTATE SERVICES:
- ---------------------
- ----------------------------------------------------------------------------
B. Wyckliffe Pattishall, Jr. Executive Vice President
- ----------------------------------------------------------------------------
James Benson Vice President
- ----------------------------------------------------------------------------
Melanie Hinds Vice President
- ----------------------------------------------------------------------------
Naomi Weitzel Vice President
- ----------------------------------------------------------------------------
Mary Cunningham-Watson Assistant Vice President
- ----------------------------------------------------------------------------
Miriam Golden Assistant Vice President
- ----------------------------------------------------------------------------
Susan A. Becker Trust Officer
- ----------------------------------------------------------------------------
Alan S. Kaufman Trust Officer
- ----------------------------------------------------------------------------
Carolyn J. Pampanella Trust Officer
- ----------------------------------------------------------------------------
Kimberly DiTomasso Trust Officer
- ----------------------------------------------------------------------------

RETIREMENT TRUST RESOURCES:
- ---------------------------
- ----------------------------------------------------------------------------
Andrew P. Mayo Executive Vice President
- ----------------------------------------------------------------------------
Mark D. Berman Vice President
- ----------------------------------------------------------------------------
Daniel R. Joyce Vice President
- ----------------------------------------------------------------------------
Michael Lambert Vice President
- ----------------------------------------------------------------------------
Michelle Moody Vice President
- ----------------------------------------------------------------------------
Ronald S. Quesenberry Vice President
- ----------------------------------------------------------------------------
Jeanne D. Reder Vice President
- ----------------------------------------------------------------------------
Robert F. Stuark Vice President
- ----------------------------------------------------------------------------
William Pappas Senior Trust Officer
- ----------------------------------------------------------------------------
Pamela Gena Trust Officer
- ----------------------------------------------------------------------------
Estrella A. San Jose Trust Officer
- ----------------------------------------------------------------------------
Traci Schmidt Trust Officer
- ----------------------------------------------------------------------------
Angela L. Williams Trust Officer
- ----------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
MONTAG & CALDWELL, INC.
=======================
- ------------------------------------------------------------------------
NAME TITLE/POSITION OTHER BUSINESS
---- -------------- --------------
<S> <C> <C>
- ------------------------------------------------------------------------
Solon P. Patterson Chairman of the Board,
Chief Executive Officer
and Treasurer
- ------------------------------------------------------------------------
Stuart D. Bilton Director
- ------------------------------------------------------------------------
David B. Cuming Director
- ------------------------------------------------------------------------
Ronald E. Canakaris President and
Chief Investment Officer
- ------------------------------------------------------------------------
David F. Seng Executive Vice President
and Chief Operating Officer
- ------------------------------------------------------------------------
Elizabeth C. Chester Vice President and Secretary
- ------------------------------------------------------------------------
Homer W.Whitman, Jr. Senior Vice President
- ------------------------------------------------------------------------
Janet B. Bunch Vice President
- ------------------------------------------------------------------------
Debra Bunde Comsudes Vice President
- ------------------------------------------------------------------------
Jane R. Davenport Vice President
- ------------------------------------------------------------------------
James L. Deming Vice President
- ------------------------------------------------------------------------
Charlotte F. Fox Vice President
- ------------------------------------------------------------------------
Brion D. Friedman Vice President
- ------------------------------------------------------------------------
Richard W. Haining Vice President
- ------------------------------------------------------------------------
Charles Jefferson Hagood Vice President
- ------------------------------------------------------------------------
Grover C. Maxwell, III Vice President
- ------------------------------------------------------------------------
William A. Vogel Vice President
- ------------------------------------------------------------------------
Rebecca M. Keister Assistant Vice President
- ------------------------------------------------------------------------
M. Scott Thompson Assistant Vice President
- ------------------------------------------------------------------------
John S. Whitney, III Second Vice President
- ------------------------------------------------------------------------
Brian W. Stahl Assistant Treasurer
- ------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------
TALON ASSET MANAGEMENT, INC.
============================
- ---------------------------------------------------------------------
NAME TITLE/POSITION OTHER BUSINESS
- ---- -------------- --------------
<S> <C> <C>
- ---------------------------------------------------------------------
Terry D. Diamond Chairman Director of Amli Realty.
- ---------------------------------------------------------------------
Alan R. Wilson President
- ---------------------------------------------------------------------
Barbara L. Rumminger Treasurer
- ---------------------------------------------------------------------
Bernard H. Kailin Vice President
- ---------------------------------------------------------------------
Sophia A. Erskine Corporate Secretary
- ---------------------------------------------------------------------
</TABLE>
<PAGE>

Item 29. Principal Underwriter:
- --------------------------------

(a) Fund/Plan Broker Services, Inc. ("FPBS"), the principal
underwriter for the Registrant's securities, currently acts
as principal underwriter for:

The Brinson Funds
CT&T Funds

Farrell Alpha Strategies
First Mutual Funds
Focus Trust, Inc.
The HomeState PA Growth Fund
IAA Trust Mutual Funds
Matthews International Funds
McM Funds
The Roulston Family of Funds
Smith Breeden Series Fund
Smith Breeden Short Duration US Gov't Fund
Smith Breeden Trust
The Stratton Funds, Inc.
Stratton Growth Fund, Inc.
Stratton Monthly Dividend Shares, Inc.
The Timothy Plan
<PAGE>

(b) The table below sets forth certain information as to the
Underwriter's Directors, Officers and Control Persons:

POSITION POSITION AND
NAME AND PRINCIPAL AND OFFICES OFFICES WITH
BUSINESS ADDRESS WITH UNDERWRITER REGISTRANT
- ------------------ ---------------- ------------
<S> <C> <C>
Kenneth J. Kempf Director, President None
2 West Elm Street and Principal
Conshohocken, PA 19428-0874

Lynne M. Cannon Vice President None
2 West Elm Street and Principal
Conshohocken, PA 19428-0874

Rocco J. Cavalieri Director and None
2 West Elm Street Vice President
Conshohocken, PA 19428-0874

Gerald J. Holland Director, Vice President None
2 West Elm Street and Principal
Conshohocken, PA 19428-0874

Joseph M. O'Donnell, Esq. Director and None
2 West Elm Street Vice President
Conshohocken, PA 19428-0874

Sandra L. Adams Assistant Vice President None
2 West Elm Street and Principal
Conshohocken, PA 19428-0874

Mary P. Efstration Secretary None
2 W. Elm Street
Conshohocken, PA 19428

John H. Leven Treasurer None
2 West Elm Street
Conshohocken, PA 19428
</TABLE>

James W. Stratton may be considered a control person of the Underwriter due
to his direct or indirect ownership of Fund/Plan Services, Inc., the parent
of the Underwriter.

Item 30. Location of Accounts and Records:
- -------------------------------------------

All records described in Section 31(a) of the 1940 Act and the
Rules 17 CFR 270.31a-1 to 31a-31 promulgated thereunder, are
maintained by the Fund's Investment Advisors as listed below*,
except for those maintained by the Fund's Custodian, UMB Bank,
n.a., 928 Grand Avenue, Kansas City, Missouri 64106, and the
Fund's Sub-Administrator, Transfer, Redemption, Dividend
Disbursing and Accounting Agent, Fund/Plan Services, Inc., #2
West Elm Street, Conshohocken, PA 19428.

*The Chicago Trust Company *Montag & Caldwell, Inc. *Talon Asset Management, Inc.
171 North Clark Street 3343 Peachtree Road One North Franklin
Chicago, IL 60601 Atlanta, GA 30326 Chicago, IL 60606
</TABLE>
<PAGE>

Item 31. Management Services:
- ------------------------------

There are no management-related service contracts not discussed
in Part A or Part B.

Item 32. Undertakings:
- -----------------------

(a) Not applicable.

(b) For purposes of providing "Management's Discussion of Fund
Performance", Registrant will furnish a copy of the
Company's most recent Annual Report, upon request and
without charge, to every person for whom a Prospectus is
delivered.
<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Chicago, and State of Illinois on the 20th day of
February, 1996.

CT&T FUNDS

By /s/ Andrew P. Mayo
---------------------------
Andrew P. Mayo,
President

POWER OF ATTORNEY
-----------------

Each person whose signature appears below hereby constitutes and appoints Stuart
D. Bilton, Andrew P. Mayo and Kenneth C. Anderson, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
registration statement and to file the same with all exhibits thereto, and other
documents in connection therewith with the Securities and Exchange Commission
under the Securities Act of 1933.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement of CT&T Funds has been signed below by the following person in his
capacity and on the 20th day of February, 1996.

Signature Capacity
- --------- --------
<TABLE>
<CAPTION>

<S> <C>
/s/ Stuart D. Bilton
- --------------------------- Chairman, Board of Trustees
Stuart D. Bilton

/s/ Dorothea C. Gilliam
- --------------------------- Trustee
Dorothea C. Gilliam

/s/ Nathan Shapiro
- --------------------------- Trustee
Nathan Shapiro

/s/ Gregory T. Mutz
- --------------------------- Trustee
Gregory T. Mutz

/s/ Leonard F. Amari
- --------------------------- Trustee
Leonard F. Amari

/s/ Andrew P. Mayo
- --------------------------- President
Andrew P. Mayo (Principal Executive Officer)

/s/ Kenneth C. Anderson
- --------------------------- Treasurer and Vice President
Kenneth C. Anderson (Principal Accounting & Financial Officer)
</TABLE>
<PAGE>

CT&T FUNDS
==========

REGISTRATION NO. 33-68666

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AND
THE SECURITIES ACT OF 1933

ITEM #24 FINANCIAL STATEMENTS AND EXHIBITS
- ------------------------------------------

99.B INDEX TO EXHIBITS FILED PURSUANT TO FORM N-1A:

99.B(2) BY-LAWS

99.B(5)(A) INVESTMENT ADVISORY AGREEMENTS AND AMENDMENTS

99.B(5)(B) SUB-INVESTMENT ADVISORY AGREEMENT AND AMENDMENT

99.B(5)(C) INVESTMENT ADVISORY GUARANTEE AGREEMENT BETWEEN CHICAGO TITLE
AND TRUST AND CT&T FUNDS

99.B(5)(D) INVESTMENT ADVISORY ASSIGNMENT BETWEEN AND AMONG CHICAGO TITLE
AND TRUST COMPANY, THE CHICAGO TRUST COMPANY, AND CT&T FUNDS

99.B(5)(E) INVESTMENT ADVISORY MASTER SERVICE AGREEMENT BETWEEN AND AMONG
CHICAGO TITLE AND TRUST COMPANY AND FINANCIAL SERVICE GROUP

99.B(6)(A) UNDERWRITING AGREEMENT AND AMENDMENT

99.B(6)(B) UNDERWRITER COMPENSATION AGREEMENT AND AMENDMENT

99.B(8)(A) CUSTODIAN AGREEMENT

99.B(8)(B) CUSTODY ADMINISTRATION AND AGENCY AGREEMENT AND AMENDMENT

99.B(9)(A) TRANSFER AGENT SERVICES AGREEMENT AND AMENDMENT

99.B(9)(B) ADMINISTRATION AGREEMENT AND SUB-ADMINISTRATION AGREEMENT AND
AMENDMENTS

99.B(9)(C) ACCOUNTING SERVICES AGREEMENT AND AMENDMENT

99.B(11)(A) CONSENT OF INDEPENDENT AUDITORS

99.B(15)(A) DISTRIBUTION PLANS AND AMENDMENTS

99.B(15)(B) SERVICING AGREEMENT FOR DISTRIBUTION PLANS AND AMENDMENT

99.B(16) SCHEDULES FOR COMPUTATIONS OF PERFORMANCE QUOTATIONS

99.B(24) POWERS OF ATTORNEY

(27)A FINANCIAL DATA SCHEDULES FOR SAI APPENDIX "A"
(27)B
(27)C
(27)D
(27)E
(27)F
(27)G
(27)H
(27)I FINANCIAL DATA SCHEDULE FOR SAI APPENDIX "B"

<PAGE>

EXHIBIT 99.B (2)

BY-LAWS
<PAGE>

CT&T FUNDS
----------

BY-LAWS

These By-laws of CT&T Funds (the "Trust"), a Delaware business trust, are
subject to the Trust Instrument of the Trust dated September 10, 1993, as from
time to time amended, supplemented or restated (the "Trust Instrument").
Capitalized terms used herein which are defined in the Trust Instrument are used
as therein defined.

ARTICLE I
---------

PRINCIPAL OFFICE
----------------

The principal office of the Trust shall be located in such location as the
Trustees may from time to time determine. The Trust may establish and maintain
such other offices and places of business as the Trustees may from time to time
determine.

ARTICLE II
----------

OFFICERS AND THEIR ELECTION
---------------------------

Section 2.1 Officers. The officers of the Trust shall be a President, a
Treasurer, a Secretary, and such other officers as the Trustees may from time to
time elect. It shall not be necessary for any Trustee or other officer to be a
holder of Shares in the Trust.

Section 2.2 Election of Officers. Two or more offices may be held by a
single person. Subject to the provisions of Section 2.3 hereof, the officers
shall hold office until their successors are chosen and qualified and serve at
the pleasure of the Trustees.

Section 2.3 Resignations. Any officer of the Trust may resign by filing
a written resignation with the President, the Secretary or the Trustees, which
resignation shall take effect on being so filed or at such later time as may be
therein specified.

ARTICLE III
------------

POWERS AND DUTIES OF OFFICERS AND TRUSTEES
------------------------------------------

Section 3.1 Unless the Trustees have designated the Chairman as the
chief executive officer of the Trust, the President shall be the chief executive
officer of the Trust. Subject to the direction of the Trustees, the chief
executive officer shall have general administration of the business and policies
of the Trust. Except as the Trustees may otherwise order, the chief executive
officer shall have the power to grant, issue, execute or sign such powers of
attorney, proxies, agreements or other documents as may be deemed advisable or
necessary in the furtherance of the interests of the Trust or any Series
thereof. He shall also have the power to employ attorneys, accountants and other
advisers and agents and counsel for the Trust. If the President is not the chief
executive officer, he shall perform such duties as the Trustees or the chief
executive officer may from time to time designate and, at the request or in the
absence or disability of the chief executive officer, may perform all the duties
of the chief executive officer and, when so acting, shall have all the powers of
and be subject to all the restrictions upon the chief executive officer.

Section 3.2 Treasurer. The Treasurer shall be the principal financial
and accounting officer of the Trust. He shall deliver all funds and securities
of the Trust which may come into his hands to such company as the Trustees shall
employ as Custodian in accordance with the Trust Instrument and applicable
provisions of law. He shall make annual reports regarding the business and
condition of the Trust, which reports shall be preserved in Trust records, and
he shall furnish such other reports regarding the business and condition of the
Trust as the Trustees may from time to time require. The Treasurer shall perform
such additional duties as the Trustees or the chief executive officer may from
time to time designate.
<PAGE>

Section 3.3 Secretary. The Secretary shall record in books kept for the
purpose all votes and proceedings of the Trustees and the Shareholders at their
respective meetings. He shall have the custody of the seal of the Trust. The
Secretary shall perform such additional duties as the Trustees or the chief
executive officer may from time to time designate.

Section 3.4 Vice President. Any Vice President of the Trust shall
perform such duties as the Trustees or the chief executive officer may from time
to time designate. At the request or in the absence or disability of the
President, the most senior Vice President present and able to act may perform
all the duties of the President and, when so acting, shall have all the powers
of and be subject to all the restrictions upon the President.

Section 3.5 Assistant Treasurer. Any Assistant Treasurer of the Trust
shall perform such duties as the Trustees or the Treasurer may from time to time
designate, and, in the absence of the Treasurer, the most senior Assistant
Treasurer present and able to act may perform all the duties of the Treasurer.

Section 3.6 Assistant Secretary. Any Assistant Secretary of the Trust
shall perform such duties as the Trustees or the Secretary may from time to time
designate, and, in the absence of the Secretary, the most senior Assistant
Secretary present and able to act may perform all the duties of the Secretary.

Section 3.7 Subordinate Officers. The Trustees from time to time may
appoint such other officers or agents as they may deem advisable, each of whom
shall have such title, hold office for such period, have such authority and
perform such duties as the Trustees may determine.

Section 3.8 Surety Bonds. The Trustees may require any officer or agent
of the Trust to execute a bond (including, without limitation, any bond required
by the 1940 Act) in such sum and with such surety or sureties as the Trustees
may determine, conditioned upon the faithful performance of his duties to the
Trust including responsibility for negligence and for the accounting of any of
the Trust's property, funds or securities that may come into his hands.

Section 3.9 Removal. Any officer may be removed from office at any time
by the Trustees.

Section 3.10 Remuneration. The salaries or other compensation, if any, of
the officers of the Trust shall be fixed from time to time by resolution of the
Trustees.

ARTICLE IV
----------

SHAREHOLDERS' MEETINGS
----------------------

Section 4.1 Notices. Notices of any meeting of the Shareholders shall be
given by the Secretary by delivering or mailing, postage prepaid, to each
Shareholder entitled to vote at said meeting, written or printed notification of
such meeting at least fifteen days before the meeting, to such address as may be
registered with the Trust by the Shareholder. Notice of any Shareholder meeting
need not be given to any Shareholder if a written waiver of notice, executed
before or after such meeting, is filed with the record of such meeting, or to
any Shareholder who shall attend such meeting in person or by proxy. Notice of
adjournment of a Shareholders' meeting to another time or place need not be
given, if such time and place are announced at the meeting or reasonable notice
is given to persons present at the meeting.

Section 4.2 Voting-Proxies. Subject to the provisions of the Trust
Instrument, Shareholders entitled to vote may vote either in person or by proxy,
provided that either (I) an instrument authorizing such proxy to act is executed
by the Shareholder in writing and dated not more than eleven months before the
meeting, unless the instrument specifically provides for a longer period or (ii)
the Trustees adopt by resolution an electronic, telephonic, computerized or
other alternative to execution of a written instrument authorizing the proxy to
act, which authorization is received not more than eleven months before the
meeting. Proxies shall be delivered to the Secretary of the Trust or other
person responsible for recording the proceedings before being voted. A proxy
with respect to Shares held in the name of two or more persons shall be valid if
executed by one of them unless at or prior to exercise of such proxy the Trust
receives a specific written notice to the contrary from any one of them. Unless
otherwise specifically limited by their terms, proxies shall entitle the holder
thereof to vote at any adjournment of a meeting. A proxy purporting to be
exercised by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise and the burden or proving invalidity
shall rest on the challenger. At all meetings of the Shareholders, unless the
voting is conducted by inspectors, all questions relating to the qualifications
of voters, the validity
<PAGE>

of proxies, and the acceptance or rejection of votes shall be decided by the
Chairman of the meeting. Except as otherwise provided herein or in the Trust
Instrument, all matters relating to the giving, voting or validity of proxies
shall be governed by the General Corporation Law of the State of Delaware
relating to proxies, and judicial interpretations thereunder, as if the Trust
were a Delaware corporation and the Shareholders were shareholders of a Delaware
corporation.

Section 4.3 Place of Meeting. All meetings of the Shareholders shall be
held at such places as the Trustees may designate.

ARTICLE V
---------

SHARES 0F BENEFICIAL INTEREST
-----------------------------

Section 5.1 Share Certificate. No certificates certifying the ownership
of Shares shall be issued except as the Trustees may otherwise authorize. The
Trustees may issue certificates to a Shareholder of any Series or class thereof
for any purpose and the issuance of a certificate to one or more Shareholders
shall not require the issuance of certificates generally. In the event that the
Trustees authorize the issuance of Share certificates, such certificate shall be
in the form prescribed from time to time by the Trustees and shall be signed by
the President or a Vice President and by the Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary. Such signatures may be facsimiles if the
certificate is signed by a transfer or shareholder services agent or by a
registrar, other than a Trustee, officer or employee of the Trust. In case any
officer who has signed or whose facsimile signature has been placed on such
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Trust with the same effect as if he or she were
such officer at the time of its issue.

Section 5.2 Loss of Certificate. In case of the alleged loss or
destruction or the mutilation of a Share certificate, a duplicate certificate
may be issued in place thereof, upon such terms as the Trustees may prescribe.

Section 5.3 Discontinuance of Issuance of Certificates. The Trustees may
at any time discontinue the issuance of Share certificates and may, by written
notice to each Shareholder, require the surrender of Share certificates to the
Trust for cancellation. Such surrender and cancellation shall not affect the
ownership of Shares in the Trust.

ARTICLE VI
----------

INSPECTION OF BOOKS
-------------------

The Trustees shall from time to time determine whether and to what extent,
and at what times and places, and under what conditions and regulations the
accounts and books of the Trust or any of them shall be open to the inspection
of the Shareholders; and no Shareholder shall have any right to inspect any
account or book or document of the Trust except as conferred by law or otherwise
by the Trustees.

ARTICLE VII
-----------

SEAL
----

The seal of the Trust shall be circular in form bearing the inscription:

"CT&T FUNDS -- 1993
THE STATE OF DELAWARE"

The form of the seal shall be subject to alteration by the Trustees and
the seal may be used by causing it or a facsimile to be impressed or affixed or
printed or otherwise reproduced.
<PAGE>

Any officer or Trustee of the Trust shall have authority to affix the seal
of the Trust to any document, instrument or other paper executed and delivered
by or on behalf of the Trust; however, unless otherwise required by the
Trustees, the seal shall not be necessary to be placed on and its absence shall
not impair the validity of any document, instrument, or other paper executed by
or on behalf of the Trust.

ARTICLE VIII
------------

AMENDMENTS
----------

These By-laws may be amended from time to time by the Trustees.

ARTICLE IX
----------

HEADINGS
--------

Headings are placed in these By-laws for convenience of reference only
and, in case of any conflict, the text of these By-laws rather than the headings
shall control.

<PAGE>

EXHIBIT 99.B (5)(A)

EXISTING INVESTMENT ADVISORY AGREEMENTS

AND

AMENDMENTS TO INVESTMENT ADVISORY AGREEMENTS
<PAGE>

INVESTMENT ADVISORY AGREEMENT
FOR
CT&T GROWTH & INCOME FUND
=========================

AGREEMENT made this 30th day of November , 1993 by and between CT&T
FUNDS, a Delaware Business Trust (the "Trust") on behalf of CT&T GROWTH & INCOME
FUND (the "Fund") and CHICAGO TITLE AND TRUST COMPANY, an Illinois corporation
(the "Adviser").

WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, diversified management investment
company.

WHEREAS, the Fund wishes to retain the Adviser to render investment
advisory services to the Fund, and the Adviser is willing to furnish such
services to the Fund;

NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Fund and the Adviser as follows:

1. APPOINTMENT. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund for the periods on the terms set forth in this
Agreement. The Adviser accepts such appointment and agrees to furnish the
services herein set forth, for the compensation herein provided.

2. DUTIES OF ADVISER. The Trust hereby appoints the Adviser to act as
investment adviser to Chicago Trust Growth & Income Fund, a separate series of
shares of the Trust, for the period and on such terms set forth in this
Agreement. The Trust employs the Adviser to manage the investment and
reinvestment of the assets of the Fund, to continuously review, supervise and
administer the investment program of the Fund, to determine in its discretion
the assets to be held uninvested, to provide the Trust with records concerning
the Adviser's activities which the Trust is required to maintain, and to render
regular reports to the Trust's officers and Board of Trustees concerning the
Adviser's discharge of the foregoing responsibilities. The Adviser shall
discharge the foregoing responsibilities subject to the control of the officers
and the Board of Trustees of the Trust, and in compliance with the objectives,
policies and limitations set forth in the Fund's prospectus and statement of
additional information. The Adviser accepts such employment and agrees to
render the services and to provide, at its own expense, the office space,
furnishings, equipment and the personnel required by it to perform the services
on the terms and for the compensation provided herein.
<PAGE>

3. PORTFOLIO TRANSACTIONS. The Adviser shall select and monitor the
selection of the brokers or dealers that will execute the purchases and sales of
securities for the Fund and is directed to use its best efforts to ensure that
the best available price and most favorable execution of securities transactions
for the Fund are obtained. Subject to policies established by the Board of
Trustees of the Fund and communicated to the Adviser, it is understood that the
Adviser will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Trust or in respect of the Fund, or be in breach of any
obligation owing to the Trust or in respect of the Fund under this Agreement, or
otherwise, solely by reason of its having caused the Fund to pay a member of a
securities exchange, a broker or a dealer a commission for effecting a
securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Adviser determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Adviser's
overall responsibilities with respect to the accounts, including the Fund, as to
which it exercises investment discretion. The Adviser will promptly communicate
to the officers and directors of the Trust such information relating to Fund
transactions as they may reasonably request.

4. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 2 and 3 of this Agreement, the Fund shall pay to
the Adviser within five business days after the end of each calendar month, a
monthly fee of one twelfth of 0.70% of the Fund's average daily net assets for
the month.

In the event of termination of this Agreement, the fee provided in this
Section 4 shall be paid on a pro rata basis, based on the number of days when
this Agreement was in effect.

5. REPORTS. The Fund and the Adviser agree to furnish to each other such
information regarding their operations with regard to their affairs as each may
reasonably request.

6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.

7. LIABILITY OF ADVISER. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard by the Adviser of its obligations
and duties hereunder, the Adviser shall not be subject to any liability
whatsoever to the Fund, or to any shareholder of the Fund, for any error of
judgment, mistake of law or any other act or omission in the course of, or
connected with, rendering services hereunder including, without limitation, for
any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Fund.

8. DURATION AND TERMINATION. This Agreement shall become effective on
December , 1993, provided
<PAGE>

that first it is approved by the Board of Trustees of the Fund, including a
majority of those trustees who are not parties to this Agreement or interested
persons of any party hereto, in the manner provided in section 15(c) of the
Investment Company Act of 1940, and by the holders of a majority of the
outstanding voting securities of the Fund; and shall continue in effect until
November 1995. Thereafter, this Agreement may continue in effect only if such
continuance is approved at least annually by, (i) the Fund's Board of Trustees
or, (ii) by the vote of a majority of the outstanding voting securities of the
Fund; and in either event by a vote of a majority of those trustees of the Trust
who are not parties to this Agreement or interested persons of any such party in
the manner provided in section 15(c) of the Investment Company Act of 1940.
Notwithstanding the foregoing, this Agreement may be terminated: (a) at any
time without penalty by the Fund upon the vote of a majority of the Trustees or
by vote of the majority of the Fund's outstanding voting securities, upon sixty
(60) days' written notice to the Adviser or (b) by the Adviser at any time
without penalty, upon sixty (60) days' written notice to the Fund. This
Agreement will also terminate automatically in the event of its assignment (as
defined in the 1940 Act). Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.

As used in this Section 8, the terms "assignment", "interested person", and
"a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.

9. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

Trustees, including a majority of Trustees who are not interested persons of any
party to this Agreement, cast in person at a meeting called for the purpose of
voting on such approval, if such approval is required by applicable law.
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 30th day of November, 1993.

ATTEST CT&T GROWTH & INCOME FUND

_____________________ By:___________________________________
Andrew P. Mayo, President

ATTEST CHICAGO TITLE AND TRUST COMPANY

_____________________ By:___________________________________
Stuart D. Bilton, Executive Vice President
<PAGE>

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
------------------------------------------

This AGREEMENT dated as of the 21st day of December, 1995, made by and
between CT&T FUNDS, a Delaware business trust (the "Trust"), on behalf of
CHICAGO TRUST GROWTH & INCOME FUND (previously known as CT&T Growth & Income
Fund) (the "Fund") and THE CHICAGO TRUST COMPANY, an Illinois corporation (the
"Adviser").

WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended, as an open-end, diversified management investment company; and

WHEREAS, Chicago Title and Trust Company and the Trust (on behalf of the
Fund) originally entered into an Investment Advisory Agreement dated November
30, 1993, wherein Chicago Title and Trust Company agreed to render investment
advisory services to the Fund; and

WHEREAS, the Parties wish to amend the Investment Advisory Agreement to
reflect the following changes:

* The Parties acknowledge that, pursuant to the attached Guaranty
Agreement and Master Services Agreement, investment advisory services
are provided through THE CHICAGO TRUST COMPANY; and

* The name of the Fund has been changed to CHICAGO TRUST GROWTH & INCOME
FUND.

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
consisting of one type-written page, to be signed by their duly authorized
officers and their corporate seals hereunto duly affixed and attested, as of the
day and year first above written.

CHICAGO TRUST GROWTH & INCOME FUND THE CHICAGO TRUST COMPANY
- ---------------------------------- -------------------------

___________________________________________ ___________________________
By: Andrew P. Mayo, President By:

___________________________________________ _____________________________
Attest: Kenneth C. Anderson, Vice President Attest:
<PAGE>

INVESTMENT ADVISORY AGREEMENT
FOR
CT&T INTERMEDIATE FIXED INCOME FUND
===================================

AGREEMENT made this 30th day of November, 1993 by and between CT&T FUNDS, a
Delaware Business Trust (the "Trust") on behalf of CT&T INTERMEDIATE FIXED
INCOME FUND (the "Fund") and CHICAGO TITLE AND TRUST COMPANY, an Illinois
corporation (the "Adviser").

WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, diversified management investment
company.

WHEREAS, the Fund wishes to retain the Adviser to render investment
advisory services to the Fund, and the Adviser is willing to furnish such
services to the Fund;

NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Fund and the Adviser as follows:

2. DUTIES OF ADVISER. The Trust hereby appoints the Adviser to act as
investment adviser to CT&T Intermediate Fixed Income Fund, a separate series of
shares of the Trust, for the period and on such terms set forth in this
Agreement. The Trust employs the Adviser to manage the investment and
reinvestment of the assets of the Fund, to continuously review, supervise and
administer the investment program of the Fund, to determine in its discretion
the assets to be held uninvested, to provide the Trust with records concerning
the Adviser's activities which the Trust is required to maintain, and to render
regular reports to the Trust's officers and Board of Trustees concerning the
Adviser's discharge of the foregoing responsibilities. The Adviser shall
discharge the foregoing responsibilities subject to the control of the officers
and the Board of Trustees of the Trust, and in compliance with the objectives,
policies and limitations set forth in the Fund's prospectus and statement of
additional information. The Adviser accepts such employment and agrees to
render the services and to provide, at its own expense, the office space,
furnishings, equipment and the personnel required by it to perform the services
on the terms and for the compensation provided herein.
<PAGE>

4. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 2 and 3 of this Agreement, the Fund shall pay to
the Adviser within five business days after the end of each calendar month, a
monthly fee of one twelfth of 0.55% of the Fund's average daily net assets for
the month.

In the event of termination of this Agreement, the fee provided in this
Section 4 shall be paid on a pro rata basis, based on the number of days when
this Agreement was in effect.

5. REPORTS. The Fund and the Adviser agree to furnish to each other such
information regarding their operations with regard to their affairs as each may
reasonably request.

8. DURATION AND TERMINATION. This Agreement shall become effective on
December , 1993, provided that first it is approved by the Board of Trustees of
the Fund, including a majority of those trustees who are not parties to this
Agreement or interested persons of any party hereto, in the manner provided in
section 15(c) of the Investment Company Act of 1940, and by the holders of a
majority of the outstanding voting securities of the Fund; and shall continue in
effect until November 1995. Thereafter, this Agreement may continue in effect
only if such continuance is approved at least annually by, (i) the Fund's Board
of Trustees or, (ii) by the vote of a majority of the outstanding voting
securities of the Fund; and in either event by a vote of a majority of those
trustees of the Trust who are not parties to this Agreement or interested
persons of any such party in the manner provided in section 15(c) of the
Investment Company Act of 1940. Notwithstanding the foregoing, this Agreement
may be terminated: (a) at any time without penalty by the Fund upon the vote of
a majority of the Trustees or by vote of the majority of the Fund's outstanding
voting securities, upon sixty (60) days' written notice to the Adviser or (b) by
the Adviser at any time without penalty, upon sixty (60) days' written notice to
the Fund. This Agreement will also terminate automatically in the event of its
assignment (as defined in the 1940 Act). Any notice under this Agreement shall
be given in writing, addressed and delivered or mailed postpaid, to the other
party at the principal office of such party.

9. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

10. AMENDMENTS. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved by an affirmative vote of (i) a majority of the outstanding
voting securities of the Fund, and (ii) a majority of the Trustees, including a
majority of Trustees who are not interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on such
approval, if such approval is required by applicable law.
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 30th day of November, 1993.

ATTEST CT&T INTERMEDIATE FIXED INCOME FUND

_____________________ By:__________________________
Andrew P. Mayo, President

ATTEST CHICAGO TITLE AND TRUST COMPANY

_____________________ By:__________________________
President
<PAGE>

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
------------------------------------------

This AGREEMENT dated as of the 21st day of December, 1995, made by and
between CT&T FUNDS, a Delaware business trust (the "Trust"), on behalf of
CHICAGO TRUST BOND FUND (previously known as CT&T Intermediate Fixed Income
Fund) (the "Fund") and THE CHICAGO TRUST COMPANY, an Illinois corporation (the
"Adviser").

WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended, as an open-end, diversified management investment company; and

WHEREAS, the Parties wish to amend the Investment Advisory Agreement to
reflect the following changes:

* The Parties acknowledge that, pursuant to the attached Guaranty
Agreement and Master Services Agreement, investment advisory services
are provided through THE CHICAGO TRUST COMPANY; and

* The name of the Fund has been changed to CHICAGO TRUST BOND FUND.

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:

CHICAGO TRUST BOND FUND THE CHICAGO TRUST COMPANY
- ----------------------- -------------------------

___________________________________________ _______________________________
By: Andrew P. Mayo, President By:

___________________________________________ _______________________________
Attest: Kenneth C. Anderson, Vice President Attest:
<PAGE>

INVESTMENT ADVISORY AGREEMENT
FOR
CT&T INTERMEDIATE MUNICIPAL BOND FUND
=====================================

AGREEMENT made this 30th day of November, 1993 by and between CT&T
FUNDS, a Delaware Business Trust (the "Trust") on behalf of CT&T INTERMEDIATE
MUNICIPAL BOND FUND (the "Fund") and CHICAGO TITLE AND TRUST COMPANY, an
Illinois corporation (the "Adviser").

WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, diversified management investment
company.

WHEREAS, the Fund wishes to retain the Adviser to render investment
advisory services to the Fund, and the Adviser is willing to furnish such
services to the Fund;

NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Fund and the Adviser as follows:

2. DUTIES OF ADVISER. The Trust hereby appoints the Adviser to act as
investment adviser to Chicago Trust Bond Fund, a separate series of shares of
the Trust, for the period and on such terms set forth in this Agreement. The
Trust employs the Adviser to manage the investment and reinvestment of the
assets of the Fund, to continuously review, supervise and administer the
investment program of the Fund, to determine in its discretion the assets to be
held uninvested, to provide the Trust with records concerning the Adviser's
activities which the Trust is required to maintain, and to render regular
reports to the Trust's officers and Board of Trustees concerning the Adviser's
discharge of the foregoing responsibilities. The Adviser shall discharge the
foregoing responsibilities subject to the control of the officers and the Board
of Trustees of the Trust, and in compliance with the objectives, policies and
limitations set forth in the Fund's prospectus and statement of additional
information. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings,
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.
<PAGE>

4. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 2 and 3 of this Agreement, the Fund shall pay to
the Adviser within five business days after the end of each calendar month, a
monthly fee of one twelfth of 0.60% of the Fund's average daily net assets for
the month.

In the event of termination of this Agreement, the fee provided in this
Section 4 shall be paid on a pro rata basis, based on the number of days when
this Agreement was in effect.

5. REPORTS. The Fund and the Adviser agree to furnish to each other such
information regarding their operations with regard to their affairs as each may
reasonably request.

9. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 30th day of November, 1993.

ATTEST CT&T INTERMEDIATE MUNICIPAL BOND FUND

____________________ By:___________________________
Andrew P. Mayo, President

ATTEST CHICAGO TITLE AND TRUST COMPANY

____________________ By:__________________________________
Stuart D. Bilton, Executive Vice President
<PAGE>

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
------------------------------------------

This AGREEMENT dated as of the 21st day of December, 1995, made by and
between CT&T FUNDS, a Delaware business trust (the "Trust"), on behalf of
CHICAGO TRUST MUNICIPAL BOND FUND (previously known as CT&T Intermediate
Municipal Bond Fund) (the "Fund") and THE CHICAGO TRUST COMPANY, an Illinois
corporation (the "Adviser").

WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended, as an open-end, diversified management investment company; and

WHEREAS, the Parties wish to amend the Investment Advisory Agreement to
reflect the following changes:

* The Parties acknowledge that, pursuant to the attached Guaranty
Agreement and Master Services Agreement, investment advisory services
are provided through THE CHICAGO TRUST COMPANY; and

* The name of the Fund has been changed to CHICAGO TRUST MUNICIPAL BOND
FUND.

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:

CHICAGO TRUST MUNICIPAL BOND FUND THE CHICAGO TRUST COMPANY
- --------------------------------- -------------------------

___________________________________________ _________________________________
By: Andrew P. Mayo, President By:

___________________________________________ _________________________________
Attest: Kenneth C. Anderson, Vice President Attest:
<PAGE>

INVESTMENT ADVISORY AGREEMENT
FOR
CT&T MONEY MARKET FUND
======================

AGREEMENT made this 30th day of November, 1993 by and between CT&T FUNDS, a
Delaware Business Trust (the "Trust") on behalf of CT&T MONEY MARKET FUND (the
"Fund") and CHICAGO TITLE AND TRUST COMPANY, an Illinois corporation (the
"Adviser").

WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, diversified management investment
company.

WHEREAS, the Fund wishes to retain the Adviser to render investment
advisory services to the Fund, and the Adviser is willing to furnish such
services to the Fund;

NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Fund and the Adviser as follows:

2. DUTIES OF ADVISER. The Trust hereby appoints the Adviser to act as
investment adviser to Chicago Trust Money Market Fund, a separate series of
shares of the Trust, for the period and on such terms set forth in this
Agreement. The Trust employs the Adviser to manage the investment and
reinvestment of the assets of the Fund, to continuously review, supervise and
administer the investment program of the Fund, to determine in its discretion
the assets to be held uninvested, to provide the Trust with records concerning
the Adviser's activities which the Trust is required to maintain, and to render
regular reports to the Trust's officers and Board of Trustees concerning the
Adviser's discharge of the foregoing responsibilities. The Adviser shall
discharge the foregoing responsibilities subject to the control of the officers
and the Board of Trustees of the Trust, and in compliance with the objectives,
policies and limitations set forth in the Fund's prospectus and statement of
additional information. The Adviser accepts such employment and agrees to
render the services and to provide, at its own expense, the office space,
furnishings, equipment and the personnel required by it to perform the services
on the terms and for the compensation provided herein.
<PAGE>

4. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 2 and 3 of this Agreement, the Fund shall pay to
the Adviser within five business days after the end of each calendar month, a
monthly fee of one twelfth of 0.40% of the Fund's average daily net assets for
the month.

In the event of termination of this Agreement, the fee provided in this
Section 4 shall be paid on a pro rata basis, based on the number of days when
this Agreement was in effect.

5. REPORTS. The Fund and the Adviser agree to furnish to each other such
information regarding their operations with regard to their affairs as each may
reasonably request.

9. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 30th day of November, 1993.

ATTEST CT&T MONEY MARKET FUND

_____________ By:________________________________
Andrew P. Mayo, President

ATTEST CHICAGO TITLE AND TRUST COMPANY

_____________ By:__________________________________________
Stuart D. Bilton, Executive Vice President
<PAGE>

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
==========================================

This AGREEMENT dated as of the 21st day of December , 1995, made by and
between CT&T FUNDS, a Delaware business trust (the "Trust"), on behalf of
CHICAGO TRUST MONEY MARKET FUND (previously known as CT&T Money Market Fund)
(the "Fund") and THE CHICAGO TRUST COMPANY, an Illinois corporation (the
"Adviser").

WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended, as an open-end, diversified management investment company; and

WHEREAS, the Parties wish to amend the Investment Advisory Agreement to
reflect the following changes:

* The Parties acknowledge that, pursuant to the attached Guaranty
Agreement and Master Services Agreement, investment advisory services
are provided through

THE CHICAGO TRUST COMPANY; and

* The name of the Fund has been changed to CHICAGO TRUST MONEY MARKET
FUND.

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:

CHICAGO TRUST MONEY MARKET FUND THE CHICAGO TRUST COMPANY
- ------------------------------- -------------------------

- ------------------------------------------- --------------------------
By: Andrew P. Mayo, President By:

- -------------------------------------------- --------------------------
Attest: Kenneth C. Anderson, Vice President Attest:

<PAGE>

INVESTMENT ADVISORY AGREEMENT
FOR
CT&T TALON FUND
===============

AGREEMENT made this 27th day of August , 1994 by and between CT&T FUNDS, a
Delaware Business Trust (the "Trust") on behalf of CT&T TALON FUND (the "Fund")
and CHICAGO TITLE AND TRUST COMPANY (the "Adviser").

WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, diversified management investment
company; and

WHEREAS, the Fund wishes to retain the Adviser to render investment
advisory services to the Fund, and the Adviser is willing to furnish such
services to the Fund.

NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Fund and the Adviser as follows:

2. DUTIES OF ADVISER. As investment adviser, the Adviser shall: (i)
manage the investment and reinvestment of the assets of the Fund, (ii)
continuously review, supervise and administer the investment program of the
Fund, (iii) determine in its discretion, the assets to be held uninvested, (iv)
provide the Trust with records concerning the Adviser's activities which are
required to be maintained by the Trust, and (v) render regular reports to the
Trust's officers and Board of Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Trust, and in compliance with the objectives, policies and
limitations set forth in the Fund's then effective prospectus and statement of
additional information. The Adviser accepts such employment and agrees to render
such services and to provide, at its own expense, the office space, furnishings,
equipment and the personnel required by it to perform such services on the terms
and for the compensation provided herein.

The Adviser may employ or contract with other persons to assist it in the
performance of this Agreement (herein, a "Sub-Adviser"); provided that the
retention of any Sub-Adviser shall be approved as may be required by the 1940
Act. A Sub-Adviser may perform under the supervision of the Adviser any or all
services described herein. Sub-Advisers may include
<PAGE>

other investment advisory or management firms and officers or employees who are
employed by the Adviser and the Trust. The fees or other compensation of any
Sub-Adviser shall be paid by the Adviser and no obligation may be incurred on
the Trust's behalf to any such person.

3. PORTFOLIO TRANSACTIONS. The Adviser shall select and monitor the
selection of the brokers or dealers that will execute the purchases and sales of
securities for the Fund and is directed to use its best efforts to ensure that
the best available price and most favorable execution of securities transactions
for the Fund are obtained. Subject to policies established by the Board of
Trustees of the Fund and communicated to the Adviser, it is understood that the
Adviser will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Trust or in respect of the Fund, or be in breach of any
obligation owing to the Trust or in respect of the Fund under this Agreement, or
otherwise, solely by reason of its having caused the Fund to pay a member of a
securities exchange, a broker or a dealer a commission for effecting a
securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Adviser determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Adviser's
overall responsibilities with respect to the accounts, including the Fund, as to
which it exercises investment discretion. The Adviser will promptly communicate
to the officers and Trustees of the Trust such information relating to Fund
transactions as they may reasonably request.

4. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 2 and 3 of this Agreement, the Fund shall pay to
the Adviser within five business days after the end of each calendar month, a
monthly fee of one twelfth of 0.80% of the Fund's average daily net assets for
that month.

In the event of termination of this Agreement, the fee provided in this
Section 4 shall be paid on a pro-rata basis, based on the number of days during
which this Agreement was in effect.

5. REPORTS. The Fund and the Adviser agree to furnish to each other such
information regarding their operations with regard to their affairs as each may
reasonably request.

course of, or connected with, rendering services hereunder including, without
limitation, for any losses that may be sustained in connection with the
purchase, holding, redemption or sale of any security on behalf of the Fund.

8. DURATION AND TERMINATION. The term of this Agreement shall commence
on the date which an amendment to the Trust's registration statement
establishing the Fund becomes effective (the "Effective Date"), provided that
first it is approved by the Board of Trustees of the Fund, including a majority
of those trustees who are not parties to this Agreement or interested persons of
any party hereto, in the manner provided in section 15(c) of the Investment
Company Act of 1940, and by the holders of a majority of the outstanding voting
securities of the Fund; and shall continue in effect for two years thereafter.
This Agreement may continue in effect after its initial term only if such
continuance is approved at least annually by, (i) the Fund's Board of Trustees
or, (ii) by the vote of a majority of the outstanding voting securities of the
Fund; and in either event by a vote of a majority of those trustees of the Trust
who are not parties to this Agreement or interested persons of any such party in
the manner provided in section 15(c) of the Investment Company Act of 1940.
Notwithstanding the foregoing, this Agreement may be terminated: (a) at any time
without penalty by the Fund upon the vote of a majority of the Trustees or by
vote of the majority of the Fund's outstanding voting securities, upon sixty
(60) days written notice to the Adviser or (b) by the Adviser at any time
without penalty, upon sixty (60) days written notice to the Fund. This Agreement
will also terminate automatically in the event of its assignment (as defined in
the 1940 Act). Any notice under this Agreement shall be given in writing,
addressed and delivered or mailed postpaid, to the other party at the principal
office of such party.

9. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year
<PAGE>

first above written.

ATTEST CT&T TALON FUND

- --------------------------- By:
--------------------------
Andrew P. Mayo, President

ATTEST CHICAGO TITLE AND TRUST COMPANY

- --------------------------- By:
--------------------------
Stuart D. Bilton, Executive Vice President
<PAGE>

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
------------------------------------------

This AGREEMENT dated as of the 21st day of December, 1995, made by and
between CT&T FUNDS, a Delaware business trust (the "Trust"), on behalf of
CHICAGO TRUST TALON FUND (previously known as CT&T Talon Fund) (the "Fund") and
THE CHICAGO TRUST COMPANY, an Illinois corporation (the "Adviser").

WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended, as an open-end, diversified management investment company; and

WHEREAS, Chicago Title and Trust Company and the Trust (on behalf of the
Fund) originally entered into an Investment Advisory Agreement dated August 27,
1994, wherein Chicago Title and Trust Company agreed to render investment
advisory services to the Fund; and

WHEREAS, the Parties wish to amend the Investment Advisory Agreement to
reflect the following changes:

* The Parties acknowledge that, pursuant to the attached Guaranty
Agreement and Master Services Agreement, investment advisory services
are provided through THE CHICAGO TRUST COMPANY; and

* The name of the Fund has been changed to CHICAGO TRUST TALON FUND.

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:

CHICAGO TRUST TALON FUND THE CHICAGO TRUST COMPANY
- ------------------------ -------------------------

___________________________________________ _________________________________
By: Andrew P. Mayo, President By:

___________________________________________ _________________________________
Attest: Kenneth C. Anderson, Vice President Attest:
<PAGE>

INVESTMENT ADVISORY AGREEMENT
FOR
MONTAG & CALDWELL GROWTH FUND
=============================

AGREEMENT made this 27th day of August, 1994 by and between CT&T FUNDS, a
Delaware Business Trust (the "Trust") on behalf of MONTAG & CALDWELL GROWTH FUND
(the "Fund") and MONTAG & CALDWELL, INC. (the "Adviser").

WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, diversified management investment
company; and

WHEREAS, the Trust wishes to retain the Adviser to render investment
advisory services to the Fund, and the Adviser is willing to furnish such
services to the Fund.

NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Fund and the Adviser as follows:

1. APPOINTMENT. The Trust hereby appoints the Adviser to act as
investment adviser to the Fund for the periods on the terms set forth in this
Agreement. The Adviser accepts such appointment and agrees to furnish the
services herein set forth, for the compensation herein provided.

3. PORTFOLIO TRANSACTIONS. The Adviser shall select and monitor the
selection of the brokers or dealers that will execute the purchases and sales of
securities for the Fund and is directed to use its best efforts to ensure that
the best available price and most favorable execution of securities transactions
for the Fund are obtained. Subject to policies established by the Board of
Trustees of the Fund and communicated to the Adviser, it is understood that the
Adviser will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Trust or in respect of the Fund, or be in breach of any
obligation owing to the Trust or in respect of the Fund under this Agreement, or
otherwise, solely by reason of its having caused the Fund to pay a member of a
securities exchange, a broker or a dealer a commission for effecting a
securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Adviser determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Adviser's
overall responsibilities with respect to the accounts, including the Fund, as to
which it exercises investment discretion. The Adviser will promptly communicate
to the officers and Trustees of the Trust such information relating to Fund
transactions as they may reasonably request.

4. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 2 and 3 of this Agreement, the Fund shall pay to
the Adviser within five business days after the end of each calendar month, a
monthly fee of one twelfth of 0.80% of the Fund's average daily net assets for
that month.

In the event of termination of this Agreement, the fee provided in this
Section 4 shall be paid on a pro-rata basis, based on the number of days during
which this Agreement was in effect.

5. REPORTS. The Fund and the Adviser agree to furnish to each other such
information regarding their operations with regard to their affairs as each may
reasonably request.

8. DURATION AND TERMINATION. The term of this Agreement shall commence
on the date which an amendment to the Trust's registration statement
establishing the Fund becomes effective (the "Effective Date"), provided that
first it is approved by the Board of Trustees of the Fund, including a majority
of those trustees who are not parties to this Agreement or interested persons of
any party hereto, in the manner provided in section 15(c) of the Investment
Company Act of 1940, and by the holders of a majority of the outstanding voting
securities of the Fund; and shall continue in effect for two years thereafter.
This Agreement may continue in effect after its initial term only if such
continuance is approved at least annually by, (i) the Fund's Board of Trustees
or, (ii) by the vote of a majority of the outstanding voting securities of the
Fund; and in either event by a vote of a majority of those trustees of the Trust
who are not parties to this Agreement or interested persons of any such party in
the manner provided in section 15(c) of the Investment Company Act of 1940.
Notwithstanding the foregoing, this Agreement may be terminated: (a) at any
time without penalty by the Fund upon the vote of a majority of the Trustees or
by vote of the majority of the Fund's outstanding voting securities, upon sixty
(60) days written notice to the Adviser or (b) by the Adviser at any time
without penalty, upon sixty (60) days written notice to the Fund. This
Agreement will also terminate automatically in the event of its assignment (as
defined in the 1940 Act). Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.

9. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

ATTEST: CT&T FUNDS -- MONTAG & CALDWELL GROWTH FUND

______________ By:________________________________________
Andrew P. Mayo, President

ATTEST: MONTAG & CALDWELL, INC.

______________ By:_________________________________________
Solon P. Patterson, Chairman & CEO
<PAGE>

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
------------------------------------------

This AGREEMENT dated as of the 21st day of December, 1995, made by and
between CT&T FUNDS, a Delaware business trust (the "Trust"), on behalf of MONTAG
& CALDWELL GROWTH FUND (the "Fund") and MONTAG & CALDWELL, INC. (the
"Adviser").

WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended, as an open-end, diversified management investment company; and

WHEREAS, Montag & Caldwell, Inc. and the Trust (on behalf of the Fund)
originally entered into an Investment Advisory Agreement dated August 27, 1994,
wherein Montag & Caldwell, Inc. agreed to render investment advisory services to
the Fund; and

WHEREAS, the Parties wish to amend the Investment Advisory Agreement to
reflect the following change:

* The Parties acknowledge that investment advisory services are provided
through Montag & Caldwell, Inc. pursuant to the attached Master
Services Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:

CT&T FUNDS -- MONTAG & CALDWELL GROWTH FUND MONTAG & CALDWELL, INC.
- ------------------------------------------- -----------------------

___________________________________________ ____________________________
By: Andrew P. Mayo, President By:

___________________________________________ ____________________________
Attest: Kenneth C. Anderson, Vice President Attest:
<PAGE>

INVESTMENT ADVISORY AGREEMENT
FOR
MONTAG & CALDWELL BALANCED FUND
===============================

AGREEMENT made this 27th day of August, 1994 by and between CT&T FUNDS, a
Delaware Business Trust (the "Trust") on behalf of MONTAG & CALDWELL BALANCED
FUND (the "Fund") and MONTAG & CALDWELL, INC.
(the "Adviser").

WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, diversified management investment
company; and

WHEREAS, the Trust wishes to retain the Adviser to render investment
advisory services to the Fund, and the Adviser is willing to furnish such
services to the Fund.

NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Fund and the Adviser as follows:

3. PORTFOLIO TRANSACTIONS. The Adviser shall select and monitor the
selection of the brokers or dealers that will execute the purchases and sales of
securities for the Fund and is directed to use its best efforts to ensure that
the best available price and most favorable execution of securities transactions
for the Fund are obtained. Subject to policies established by the Board of
Trustees of the Fund and communicated to the Adviser, it is understood that the
Adviser will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Trust or in respect of the Fund, or be in breach of any
obligation owing to the Trust or in respect of the Fund under this Agreement, or
otherwise, solely by reason of its having caused the Fund to pay a member of a
securities exchange, a broker or a dealer a commission for effecting a
securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Adviser determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Adviser's
overall responsibilities with respect to the accounts, including the Fund, as to
which it exercises investment discretion. The Adviser will promptly communicate
to the officers and Trustees of the Trust such information relating to Fund
transactions as they may reasonably request.

4. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 2 and 3 of this Agreement, the Fund shall pay to
the Adviser within five business days after the end of each calendar month, a
monthly fee of one twelfth of 0.75% of the Fund's average daily net assets for
that month.

In the event of termination of this Agreement, the fee provided in this
Section 4 shall be paid on a pro-rata basis, based on the number of days during
which this Agreement was in effect.

5. REPORTS. The Fund and the Adviser agree to furnish to each other such
information regarding their operations with regard to their affairs as each may
reasonably request.

8. DURATION AND TERMINATION. The term of this Agreement shall commence
on the date which an amendment to the Trust's registration statement
establishing the Fund becomes effective (the "Effective Date"), provided that
first it is approved by the Board of Trustees of the Fund, including a majority
of those trustees who are not parties to this Agreement or interested persons of
any party hereto, in the manner provided in section 15(c) of the Investment
Company Act of 1940, and by the holders of a majority of the outstanding voting
securities of the Fund; and shall continue in effect for two years thereafter.
This Agreement may continue in effect after its initial term only if such
continuance is approved at least annually by, (i) the Fund's Board of Trustees
or, (ii) by the vote of a majority of the outstanding voting securities of the
Fund; and in either event by a vote of a majority of those trustees of the Trust
who are not parties to this Agreement or interested persons of any such party in
the manner provided in section 15(c) of the Investment Company Act of 1940.
Notwithstanding the foregoing, this Agreement may be terminated: (a) at any
time without penalty by the Fund upon the vote of a majority of the Trustees or
by vote of the majority of the Fund's outstanding voting securities, upon sixty
(60) days written notice to the Adviser or (b) by the Adviser at any time
without penalty, upon sixty (60) days written notice to the Fund. This
Agreement will also terminate automatically in the event of its assignment (as
defined in the 1940 Act). Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.

9. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

ATTEST: CT&T FUNDS--MONTAG & CALDWELL BALANCED FUND

_______________ By:________________________________________
Andrew P. Mayo, President

ATTEST: MONTAG & CALDWELL, INC.

_______________ By:_________________________________________
Solon P. Patterson, Chairman & CEO
<PAGE>

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
------------------------------------------

This AGREEMENT dated as of the 21st day of December, 1995, made by and
between CT&T FUNDS, a Delaware business trust (the "Trust"), on behalf of MONTAG
& CALDWELL BALANCED FUND (the "Fund") and MONTAG & CALDWELL, INC. (the
"Adviser").

WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended, as an open-end, diversified management investment company; and

WHEREAS, the Parties wish to amend the Investment Advisory Agreement to
reflect the following change:

* The Parties acknowledge that investment advisory services are provided
through Montag & Caldwell, Inc. pursuant to the attached Master
Services Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:

CT&T FUNDS--MONTAG & CALDWELL BALANCED FUND MONTAG & CALDWELL, INC.
- ------------------------------------------- -----------------------

___________________________________________ _______________________________
By: Andrew P. Mayo, President By:

___________________________________________ _______________________________
Attest: Kenneth C. Anderson, Vice President Attest:
<PAGE>

INVESTMENT ADVISORY AGREEMENT
FOR
CT&T ASSET ALLOCATION FUND
==========================

AGREEMENT made this 15th day of March, 1995 by and between CT&T FUNDS, a
Delaware Business Trust (the "Trust") on behalf of CT&T ASSET ALLOCATION FUND
(the "Fund") and CHICAGO TITLE AND TRUST COMPANY (the "Adviser").