CT&T FUNDS, 485APOS, 1996-04-16

CT&T FUNDS
485APOS, 1996-04-16

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<PAGE>

FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 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. 8
------
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

Amendment No. 9
-------
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):

immediately upon filing pursuant to Paragraph (b);

on ______________ (date) pursuant to Paragraph (b);

60 days after filing pursuant to paragraph (a)(1);

X on June 18, 1996 (date) pursuant to Paragraph (a)(1);
-------------

75 days after filing pursuant to paragraph (a)(2); or

on ______________ (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

this post-effective amendment designates a new effective date for a
previously filed post-effective amendment

* Registrant has registered an indefinite number of Shares of Common Stock of
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
-------------- ---------------------
<S> <C>
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 Not Applicable

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 Not Applicable

</TABLE>
<PAGE>

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

FORM N-1A ITEM CAPTION IN SAI
- ---------------- --------------
<S> <C>

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
</TABLE>

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
June 18, 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.

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.
<PAGE>

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 June 18,
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: Investment Advisors:
- ----------- --------------------

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

CT&T Funds
- ---------- Montag & Caldwell, Inc.
171 North Clark Street 1100 Atlanta Financial Center
Chicago, IL 60601-3294 3343 Peachtree Road, NE
(800) 992-8151 Atlanta, GA 30326-1450

2
<PAGE>

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

Page
----

PROSPECTUS SUMMARY.................................................
EXPENSE INFORMATION................................................
FINANCIAL HIGHLIGHTS...............................................
INVESTMENT OBJECTIVES AND POLICIES.................................
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................................
INVESTMENT STRATEGIES AND RISK CONSIDERATIONS......................
MANAGEMENT OF THE FUNDS............................................
PORTFOLIO MANAGEMENT METHODS.......................................
ADMINISTRATION OF THE FUNDS........................................
PURCHASE OF SHARES.................................................
EXCHANGE OF SHARES.................................................
REDEMPTION OF SHARES...............................................
ACCOUNT OPTIONS....................................................
DISTRIBUTION PLANS.................................................
NET ASSET VALUE....................................................
DIVIDENDS AND TAXES................................................
PERFORMANCE OF THE FUNDS...........................................
GENERAL INFORMATION................................................

APPENDIX
--------

Debt Ratings.......................................................

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

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 in proper form. MONTAG & CALDWELL
GROWTH FUND offers two classes of shares; only Class N shares for retail
investors are offered by this Prospectus. See "PURCHASE OF SHARES" and "GENERAL
INFORMATION."

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, if any, 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
- -----------------------

5
<PAGE>

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.

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.

6
<PAGE>

EXPENSE INFORMATION
-------------------

<TABLE>
SHAREOWNER TRANSACTION EXPENSES FOR EACH FUND:
- ---------------------------------------------

<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. Institutions may
independently charge fees for shareowner transactions or for advisory services;
please see their materials for details.

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

<TABLE>
<CAPTION>
INVESTMENT OTHER NET EXPENSE RATIO
ADVISORY FEES EXPENSES AFTER ADVISORS'
AFTER VOLUNTARY 12B-1 AFTER VOLUNTARY VOLUNTARY FEE WAIVERS
FUND (1) FEE WAIVERS FEES REIMBURSEMENTS AND REIMBURSEMENT (1)
- -------- ----------- ---- -------------- -----------------
<S> <C> <C> <C> <C>
MONTAG & CALDWELL GROWTH FUND (2) 0.23% 0.25% 0.82% 1.30%
CHICAGO TRUST GROWTH & INCOME FUND (3)(4) 0.25% 0.25% 0.55% 1.05%
CHICAGO TRUST TALON FUND 0.00% 0.25% 1.05% 1.30%
CHICAGO TRUST ASSET ALLOCATION FUND 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%
(estimated for current fiscal year as Fund commenced operations on
September 21, 1995); 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 changes in the expense structure
for CHICAGO TRUST GROWTH & INCOME FUND and CHICAGO TRUST MONEY MARKET FUND
which are disclosed in footnotes (3) and (4) 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) MONTAG & CALDWELL GROWTH FUND offers two classes of shares
that invest in the same portfolio of securities. Shareowners of Class N are
subject to a 12b-1 Distribution Plan and the other class is not; therefore,
expenses and performance figures will vary between the classes. The
information set forth in the table above and the example below relates only
to the Class N shares. See "GENERAL INFORMATION" below.

7
<PAGE>

(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%.

(4) Effective on or about June 18, 1996, CHICAGO TRUST GROWTH AND INCOME FUND'S
net expense ratio will increase from 1.00% to 1.05%.

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.

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 $11 $33 $57 $127
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.

8
<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.

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.

9
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
MONTAG & CALDWELL CHICAGO TRUST
GROWTH FUND GROWTH & INCOME FUND
----------------------------------------------------------------------------
PERIOD YEAR PERIOD
ENDED ENDED ENDED
10/31/95* 10/31/95 10/31/94**
--------- --------- ----------
(AUDITED) (AUDITED) (AUDITED)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <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
because of change in level of expense reimbursement by Investment
Advisor .

10
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
CHICAGO TRUST CHICAGO TRUST
TALON FUND ASSET 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.

11
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
MONTAG & CALDWELL CHICAGO TRUST
BALANCED FUND BOND FUND
------------------------------------------------------------------
PERIOD YEAR PERIOD
ENDED ENDED ENDED
10/31/95* 10/31/95 10/31/94**
--------- --------- ----------
(AUDITED) (AUDITED) (AUDITED)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <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.

12
<PAGE>

- -------------------------------------------------------------------------------------------------
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.

13
<PAGE>

PERFORMANCE MEASURES
- --------------------

From time to time, the Funds may advertise performance measures as set
forth under "PERFORMANCE OF THE FUNDS."

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

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.

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.

14
<PAGE>

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. 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.

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

15
<PAGE>

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 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 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.

16
<PAGE>

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.

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.

17
<PAGE>

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. The 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. See "High-Yield/High-Risk Securities" and
"General Risk Factors" under "INVESTMENT STRATEGIES AND RISK CONSIDERATIONS".
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 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.

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.

18
<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. 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.

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 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.

19
<PAGE>

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

PERCENTAGE OF
RATINGS TOTAL INVESTMENTS
------- -----------------
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%

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

20
<PAGE>

"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.

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 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.

21
<PAGE>

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.
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".

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.

22
<PAGE>

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.

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%.

23
<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.

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

24
<PAGE>

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%.

HIGH-YIELD/HIGH-RISK SECURITIES
- -------------------------------

All Funds except MONTAG & CALDWELL GROWTH FUND, MONTAG & CALDWELL BALANCED
FUND and CHICAGO TRUST MONEY MARKET 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.

25
<PAGE>

ASSET-BACKED SECURITIES
- -----------------------

All Funds except MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST TALON FUND
and CHICAGO TRUST MONEY MARKET FUND may invest in asset-backed securities which
represent interests in, or are secured by and payable from, pools of government,
government-related and private organizations of assets, such as consumer loans,
credit card receivable securities and installment loan contracts. Although these
securities may be supported by letters of credit or other credit enhancements,
payment of interest and principal ultimately depends upon individuals paying the
underlying loans. The risk that recovery on repossessed 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
- --------------------------

All Funds except MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST TALON FUND
and CHICAGO TRUST MONEY MARKET 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
- ----------------------------

All Funds except MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST TALON FUND
and CHICAGO TRUST MONEY MARKET 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 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
- ------------------

All Funds except CHICAGO TRUST BOND FUND, CHICAGO TRUST MUNICIPAL BOND FUND
and CHICAGO TRUST MONEY MARKET 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;

26
<PAGE>

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.

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.

27
<PAGE>

1. OPTIONS:

All Funds, except CHICAGO TRUST MONEY MARKET FUND may engage in options,
including those described below.

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).

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:

All Funds except CHICAGO TRUST MONEY MARKET 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.

3. FUTURES CONTRACTS AND RELATED OPTIONS:

All Funds, except CHICAGO TRUST MONEY MARKET 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

28
<PAGE>

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:

Only 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, may
enter into interest rate, currency, and mortgage swap agreements and may
purchase and sell interest rate "caps", "floors", and "collars".

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:

All Funds, except CHICAGO TRUST MONEY MARKET 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

29
<PAGE>

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:

All Funds, except CHICAGO TRUST MONEY MARKET 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.

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 for that Fund.

30
<PAGE>

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 guarantees
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.

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. Operating expenses for fee waiver/expense reimbursement
purposes does not include interest, taxes, brokerage charges, litigation or
extraordinary items.

For providing investment advisory services, the following Funds have agreed
to pay Chicago Trust a monthly fee at the following annual rates, exclusive
of voluntary fee waivers, based on their respective average daily net
assets: CHICAGO TRUST GROWTH & INCOME FUND'S fee is 0.70%; CHICAGO TRUST
TALON FUND'S fee is 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'S
fee is 0.70%; CHICAGO TRUST BOND FUND'S fee is 0.55%; CHICAGO
TRUST MUNICIPAL BOND FUND'S fee is 0.60%; and CHICAGO TRUST MONEY MARKET
FUND'S fee is 0.40%.

Chicago Trust has voluntarily undertaken to reduce its advisory fee and
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 1.001.05%, 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.

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 has agreed to pay a monthly fee at the following annual rates
based on each Fund's average daily net assets. MONTAG & CALDWELL GROWTH

31
<PAGE>

FUND'S fee is 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'S fee is 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, 19945, 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 and an
affiliate of Talon Asset Management, Inc. Talon Securities is paid brokerage
commissions for transactions it executes for CHICAGO TRUST TALON FUND. 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.

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.

32
<PAGE>

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.

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, 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 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.

33
<PAGE>

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
- --------

Expenses attributable to the Company, but not to a particular Fund thereof,
will be allocated to each Fund thereof on the basis of relative net assets, or
by other methods deemed fair and appropriate by management. Similarly, expenses
attributable to a particular Fund, but not to a particular class thereof, will
be allocated to each class thereof on the basis of relative net assets unless
determined to be class-specific. General Company expenses may include but are
not limited to: insurance premiums; Trustee fees; expenses of maintaining the
Company's legal existence; and fees of industry organizations.

General Fund expenses may include but are not limited to: audit fees;
brokerage commissions; registration and qualification of Fund shares for sale
with the SEC and with various state securities commissions; fees of the Fund's
Custodian, Administrator, Sub-Administrator and Transfer Agent or other "service
providers"; costs of obtaining quotations of portfolio securities; and pricing
of Fund shares.

Class-specific expenses relating to distribution fee payments associated
with a Rule 12b-1 plan for a particular class of shares and any other costs
relating to implementing or amending such plan (including obtaining shareowner
approval of such plan or any amendment thereto), will be borne solely by
shareowners of such class or classes. Other expense allocations which may differ
among classes, or which are determined by the Trustees to be class-specific, may
include but are not limited to: printing and postage expenses related to
preparing and distribution of required documents such as shareowner reports,
prospectuses, and proxy statements to current shareowners of a specific class;
SEC registration fees and state "blue sky" fees incurred by a specific class;
litigation or other legal expenses relating to a specific class; Trustee fees or
expenses incurred as a result of issues relating to a specific class; and
different transfer agency fees attributable to a specific class.

Notwithstanding the forgoing, the Investment Advisor or other service
manager may waive or reimburse the expenses of a specific class or classes to
the extent permitted under Rule 18f-2 under the 1940 Act. Expenses are allocated
between the various Funds (or classes) on an equitable basis determined in the
best judgement of management.

34
<PAGE>

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, or to waive the minimum
investment requirements for any investor.

Purchase orders for shares of a Fund which are received by Fund/Plan in
proper form, including money order, check or bank draft by the closing time of
the New York Stock Exchange ("NYSE") (currently 4:00 p.m. Eastern time) 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.

MONTAG & CALDWELL GROWTH FUND offers two classes of shares. Only Class N
shares may be purchased under this Prospectus.

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.

35
<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 the same class 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 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 requirements described below. 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.

<PAGE>

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.

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.

<PAGE>

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 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

<PAGE>

$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
------------------

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 on each day the NYSE is open for trading. 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 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.

<PAGE>

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 premium or accretion of discount,
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, if any, from
net investment income will be declared and paid quarterly 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.

Dividends paid by the Fund with respect to Class I shares are calculated in
the same manner and at the same time. Both Class N and Class I shares of the
Fund will share proportionately in the investment income and expenses of the
Fund, except that the per share dividends of Class N shares will differ from the
per share dividends of Class I shares as a result of additional distribution
expenses applicable to Class N shares.

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.

<PAGE>

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 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
- ----------

Performance, whether it be "yield", "effective yield", "total return", or
"average annual total return" of a Fund, may be advertised to 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 Standard & Poor's 500 Stock Index, 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.

<PAGE>

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.

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 except that Class I
shares of MONTAG & CALDWELL GROWTH FUND have no rights with respect to that
fund's distribution plan. 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 Funds of the Company, except for MONTAG & CALDWELL GROWTH FUND.
That Fund offers two classes of shares: Class N shares which are offered by this
Prospectus and Class I shares. Since these classes have different expenses,
i.e. Class I shares do not have a distribution plan, their performance will vary
and it is anticipated that the Class N dividends will be lower than the Class I
dividends. Class I shares are offered only to institutional investors and
require a minimum investment of $40 million. Information about Class I shares
is available by calling (800) 992-8151. 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. Shares of each Fund participate
equally in regard to dividends, distributions, and liquidations with respect to
that Fund subject to preferences (such as Rule 12b-1 distribution fees), rights,
privileges of any share class. Shareowners have equal non-cumulative voting
rights. Class N shares have exclusive voting rights with respect to the
distribution plan. 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 May 31, 1996, it owned of record: % of MONTAG &
CALDWELL GROWTH FUND; % of CHICAGO TRUST GROWTH & INCOME FUND; % of
MONTAG & CALDWELL BALANCED FUND; % of CHICAGO TRUST BOND FUND; % of
CHICAGO TRUST MUNICIPAL BOND FUND; % of CHICAGO TRUST MONEY MARKET FUND;
and % 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.

<PAGE>

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.

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.

<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.

<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.

<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, NE
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

46
<PAGE>

SUBJECT TO COMPLETION - APRIL 16, 1996

CT&T FUNDS

MONTAG & CALDWELL GROWTH FUND
FOR INSTITUTIONAL SHAREHOLDERS
CLASS I SHARES

1100 Atlanta Financial Center
Atlanta, Georgia 30326-1450

PROSPECTUS
June , 1996

CT&T FUNDS (the "Company") is a no-load, open-end management investment
company which consists of eight separate diversified investment series
(collectively referred to as the "Funds") designed to offer investors a variety
of investment opportunities. This Prospectus pertains only to the Class I
shares of the Montag & Caldwell Growth Fund (the "Fund").

The shares of the Fund may be purchased or 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. Investors should read and retain this Prospectus
for future reference. Additional information about the Fund is contained in the
Statement of Additional Information dated June , 1996, which has been filed
with the Securities and Exchange Commission ("SEC") 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.
.

CT&T Funds: Underwriter: Investment Advisor:
- ----------- ------------ -------------------
<S> <C> <C>
171 North Clark Street Fund/Plan Broker Services, Inc. Montag & Caldwell, Inc.
Chicago, IL 60601-3294 #2 West Elm Street 1100 Atlanta Financial Center
(800) 992-8151 Conshohocken, PA 19428-0874 3343 Peachtree Road, NE
Atlanta, GA 30326-1450 Atlanta, GA 30326-1450
(800) 992-8151
</TABLE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

1
<PAGE>

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

Page
----
PROSPECTUS SUMMARY........................................................
EXPENSE INFORMATION.......................................................
INVESTMENT OBJECTIVE AND POLICIES.........................................
INVESTMENT STRATEGIES AND RISK CONSIDERATIONS.............................
MANAGEMENT OF THE FUND....................................................
PORTFOLIO MANAGEMENT METHODS..............................................
ADMINISTRATION OF THE FUND................................................
PURCHASE OF SHARES........................................................
REDEMPTION OF SHARES......................................................
NET ASSET VALUE...........................................................
DIVIDENDS AND TAXES.......................................................
PERFORMANCE OF THE FUND...................................................
GENERAL INFORMATION.......................................................

APPENDIX
--------

Debt Ratings..............................................................

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.

2
<PAGE>

PROSPECTUS SUMMARY
------------------

THE FUND
- --------

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, (collectively referred to as "Funds"). This Prospectus offers only Class
I shares of MONTAG & CALDWELL GROWTH FUND (the "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.

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

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 the Fund, including the investment risks associated with such
instruments, are discussed in detail under "INVESTMENT STRATEGIES AND RISK
CONSIDERATIONS".

INVESTMENT OBJECTIVE OF THE FUND
- --------------------------------

The 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.

HOW TO PURCHASE SHARES
- ----------------------

The minimum initial investment for Class I shares is $40 million. Class I
shares of the Fund do not impose any sales load, redemption or exchange fees or
have a Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act
of 1940, as amended (the "1940 Act"). The public offering price is the net asset
value per share next determined after receipt of a purchase order in proper
form. See "PURCHASE OF SHARES."

HOW TO REDEEM SHARES
- --------------------

Shares may be redeemed at the net asset value per share of Class I shares
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."

3
<PAGE>

DIVIDENDS
- ---------

The 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
Fund unless and until the shareowner notifies the Transfer Agent in writing
requesting payments in cash. The Fund declares and pay dividends quarterly. See
"DIVIDENDS AND TAXES".

MANAGEMENT OF THE FUND
- ----------------------

Montag & Caldwell, Inc. ("Montag & Caldwell"), 1100 Atlanta Financial
Center, 3343 Peachtree Road, NE, Atlanta, Georgia 30326-1450, a registered
investment advisor, is the Investment Advisor for the Fund.

As of December 31, 1995, 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 Fund's Underwriter. UMB Bank, n.a., 928
Grand Avenue, Kansas City, Missouri 64106 serves as the Custodian of the Fund'
assets. The Chicago Trust Company serves as the Fund's Administrator. Fund/Plan
Services, Inc., #2 West Elm Street, P.O. Box 874, Conshohocken, Pennsylvania
19428-0874 serves as the Fund's Sub-Administrator, Transfer Agent, and
Accounting/Pricing Agent.

EXPENSE INFORMATION
-------------------

SHAREOWNER TRANSACTION EXPENSES OF THE FUND:
- -------------------------------------------
<TABLE>
<CAPTION>

<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%

If you want to redeem shares by wire transfer, the Fund's Transfer
Agent charges a fee, currently $20.00 for each wire redemption. Institutions may
independently charge fees for shareowner transactions or for advisory services;
please see their materials for details.

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

Investment Advisory Fees After Voluntary Fee Waiver...................................... 0.76%

12b-1 Fees............................................................................... 0.00%

Other Expenses........................................................................... 0.22%
-----

Net Expense Ratio After Advisors Voluntary Fee Waivers and Reimbursements................ 0.98%
=====
</TABLE>

The purpose of this table is to assist the investor in understanding
the various expenses that an investor in the Fund will bear directly or
indirectly. The Fund expects to commence operations of Class I shares on or
about June 28, 1996 and has no operating history. Therefore, for the purpose of
the table above, "other expenses" is based on estimated amounts for the current
fiscal year. The above table reflects the Advisor's voluntary undertaking to
waive a portion of its investment advisory fees to limit expenses to the limits
shown. Absent such fee waivers, the investment advisory fees and total operating
expenses are estimated to be 0.80% and 1.02%, respectively.

4
<PAGE>

EXAMPLE:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
$10 $31 $54 $119

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 Fund's 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.

The Fund offers two classes of shares that invest in the same portfolio of
securities. Shareowners of Class N are subject to a 12b-1 Plan, and the
shareowners of Class I are not; therefore, expenses and performance figures will
vary between the classes. The information set forth in the foregoing tables and
example relates only to the Class I shares. See "GENERAL INFORMATION."

FINANCIAL HIGHLIGHTS
--------------------

Since the Class I shares of the Fund had not commenced operations as of the
date hereof, it did not yet have financial statements.

PERFORMANCE MEASURES
- --------------------

From time to time, the Fund may advertise performance measures as set forth
under "PERFORMANCE OF THE FUNDS."

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

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

The portfolio turnover rate for the Fund 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 Fund to receive a favorable tax
treatment. In any event, portfolio turnover is generally not expected to exceed
100% in the Fund. 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 OBJECTIVE AND POLICIES
----------------------------------

The investment objective of the 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, the 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

5
<PAGE>

the Company without shareowner approval, the Fund intends to notify shareowners
before making any change in any such policy or restriction. Fundamental
policies may not be changed without shareowner approval.

The Fund strives to attain its investment objectives, but there can, of
course, be no assurance that it will do so. Additional investment policies and
restrictions are described in the Statement of Additional Information.

The 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. 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.

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, 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.

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 Fund, nor
can there be any assurance that the Fund's investment objectives will be
attained. Unless otherwise indicated, all percentage limitations governing the
investments of the Fund applies only at the time of transaction. Accordingly, if
a percentage restriction is adhered to at the time of

6
<PAGE>

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
the Fund's total assets will not be considered a violation.

GOVERNMENT OBLIGATIONS
- ----------------------

The Fund 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.

MONEY MARKET SECURITIES
- -----------------------

The Fund 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 in obligations of foreign branches of U.S. banks and of U.S.
branches of foreign banks may subject the 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, the 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,
the

7
<PAGE>

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
- ---------

The Fund may not borrow money or issue senior securities, except that the
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
Fund may not mortgage, pledge, or hypothecate any assets, except that the 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. The Fund will not
purchase securities while its borrowings (including reverse repurchase
agreements) exceed 5% of its total assets. The Fund may borrow money as a
temporary measure for extraordinary purposes or to facilitate redemptions. The
Fund will not borrow money in excess of 25% of the value of its total assets.
The Fund has no intention of increasing its 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%.

ILLIQUID SECURITIES
- -------------------

The Fund may invest up to 15% of its 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
- ---------------------

The Fund may enter into repurchase agreements pursuant to which the 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 the 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, the 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 the Fund's net assets will be
invested in illiquid securities, including repurchase agreements which have a
maturity of longer than seven days. The 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
- -----------------------------

The Fund may enter into reverse repurchase agreements with banks and
broker-dealers. Reverse repurchase agreements involve sales by the Fund of
portfolio assets concurrently with an agreement by the 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".

8
<PAGE>

RULE 144A SECURITIES
- --------------------

The Fund 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 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 the 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.

SECURITIES LENDING
- ------------------

The Fund 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 the 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. The Fund may not make such
loans in excess of 25% of the value of its total assets. The major risk to which
the Fund 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, the 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
- ----------------------------------------

The Fund may invest in securities issued by other investment companies
which invest in securities in which the 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, the 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. The Fund is 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, the 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 the Fund bears directly in connection with its own operations.

SHORT-TERM TRADING
- ------------------

The Fund 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 the Fund believes to be a
temporary disparity in the normal yield relationship between the two securities.
Such trading may be expected to increase the Fund's portfolio turnover rate and
the expenses incurred in connection with such trading. The Fund anticipates that
its annual portfolio turnover rate will generally not exceed 100%.

FOREIGN SECURITIES
- ------------------

The 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

9
<PAGE>

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.

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, the 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
Fund 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.

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, the 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.

The Fund may engage in such practices for hedging purposes, or to maintain
liquidity, or in anticipation of changes in the composition of its portfolio
holdings. The Fund will not engage in derivative investments purely for
speculative purposes. The 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 the Fund's
derivative instruments will be consistent with the 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 the 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

10
<PAGE>

appropriate by the Board of Trustees. Listed below, including risks and policies
with respect thereto, are the types of securities in which the Fund is permitted
to invest which is considered by the Investment Advisor to be derivative in
nature.

1. OPTIONS:

The Fund may engage in options, including those described below.

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. The Fund will only purchase call options to the
extent premiums paid on all outstanding call options do not exceed 20% of the
Fund's total assets. The Fund will only sell or write call options on a covered
basis (e.g. on securities it holds in its portfolio).

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. The Fund will only purchase put options to
the extent that the premiums on all outstanding put options do not exceed 20% of
the Fund's total assets. The 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. The 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, the Fund will receive premium income from
writing call options, which may offset the cost of purchasing put options and
may also contribute to the Fund's total return. The Fund may lose potential
market appreciation if the judgment of its Investment Advisor is incorrect with
respect to interest rates, security prices or the movement of indices.

Closing transactions essentially let the Fund offset put options or call
options prior to exercise or expiration. If the 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.

The 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, the 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:

The 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 the Fund would generally purchase securities on a
when-issued, delayed-delivery, or forward commitment basis with the intention of
acquiring the securities, the Fund may dispose of such securities prior to
settlement if its 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.

11
<PAGE>

3. FUTURES CONTRACTS AND RELATED OPTIONS:

The Fund may engage in futures contracts and options on futures contracts
for hedging purposes or to maintain liquidity. However, the 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 the Fund to take or make delivery of certain securities or the cash
value of a securities index. The 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. The 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, the Fund may purchase a futures contract in anticipation of
purchases of securities. In addition, the Fund may utilize futures contracts in
anticipation of changes in the composition of its portfolio holdings.

The Fund may purchase and sell call and put options on futures contracts
traded on an exchange or board of trade. When the 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 the 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, the 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 the Fund intends to
purchase. Similarly, if the market is expected to decline, the Fund might
purchase put options or sell call options on futures contracts rather than sell
futures contracts. In connection with the Fund's position in a futures contract
or option thereon, the 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.

GENERAL RISK FACTORS
- --------------------

1. OPTIONS, FUTURES, AND FORWARD CONTRACTS:

The 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 the
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 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:

The 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.

12
<PAGE>

In an effort to obtain maximum income consistent with its investment
objective, the Fund 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.

MANAGEMENT OF THE FUND
----------------------

THE BOARD OF TRUSTEES
- ---------------------

MONTAG & CALDWELL, INC.
- -----------------------

The Investment Advisor for the Fund is Montag & Caldwell, Inc., a
registered investment advisor located at 1100 Atlanta Financial Center, 3343
Peachtree Road, NE, 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, Park Avenue
Plaza, New York, New York 10055. Montag & Caldwell is a subsidiary of Alleghany
Asset Management, Inc., which is a subsidiary of Allegheny Corporation.

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

For providing investment advisory services, the Fund has agreed to pay
Montag & Caldwell a monthly fee at the following annual rate of 0.80% based on
the Fund's average daily net assets, 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 the Fund for
total operating expenses in excess of 0.98%. 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
the Fund for any fiscal year which exceeds the permissible limits applicable to
the Fund in any state in which its shares are then qualified for sale.

PORTFOLIO MANAGEMENT METHODS
----------------------------

INVESTMENT MANAGEMENT TEAM
- --------------------------

Investment decisions for the Fund are made by an investment management team
at Montag & Caldwell. No member of the investment management team is primarily
responsible for making recommendations for portfolio purchases.

13
<PAGE>

ADMINISTRATION OF THE FUND
--------------------------

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, for the limited purpose of acting as Underwriter to
facilitate the registration of shares of the Fund under state securities laws
and to assist in the sale of shares.

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

The services provided to the Fund under these Agreements include: the
coordination and monitoring of any third parties furnishing services to the
Fund; providing the necessary office space, equipment and personnel to perform
administrative and clerical functions for the Fund; 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 the Fund: maintains the records of shareowner's accounts; 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
Fund, including the daily calculation of the Fund's net asset value.

THE CUSTODIAN
- -------------

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

EXPENSES
- --------

14
<PAGE>

Similarly, expenses attributable to a particular Fund, but not to a particular
class thereof, will be allocated to each class thereof on the basis of relative
net assets unless determined to be class-specific. General Company expenses may
include but are not limited to: insurance premiums; Trustee fees; expenses of
maintaining the Company's legal existence; and fees of industry organizations.

Class-specific expenses relating to distribution fee payments associated
with a Rule 12b-1 plan for a particular class of shares and any other costs
relating to implementing or amending such plan (including obtaining shareowner
approval of such plan or any amendment thereto), will be borne solely by
shareowners of such class or classes. Other expense allocations which may
differ among classes, or which are determined by the Trustees to be class-
specific, may include but are not limited to: printing and postage expenses
related to preparing and distribution of required documents such as shareowner
reports, prospectuses, and proxy statements to current shareowners of a specific
class; SEC registration fees and state "blue sky" fees incurred by a specific
class; litigation or other legal expenses relating to a specific class; Trustee
fees or expenses incurred as a result of issues relating to a specific class;
and different transfer agency fees attributable to a specific class.

Notwithstanding the forgoing, the Investment Advisor or other service
manager may waive or reimburse the expenses of a specific class or classes to
the extent permitted under Rule 18f-2 under the 1940 Act. Expenses are
allocated between the various Funds (or classes) on an equitable basis
determined in the best judgement of management.

PURCHASE OF SHARES
------------------

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

Shares of the 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 investment is $40 million, there is no minimum
subsequent investment. 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 the Fund. The Fund also reserves the
right to vary the initial and subsequent investment minimums, or to waive the
minimum investment requirements for any investor.

Purchase orders for shares of the Fund which are received by Fund/Plan in
proper form, including money order, check or bank draft by the closing of the
New York Stock Exchange ("NYSE") (currently 4:00 p.m. Eastern time) is open for
trading will be purchased at such Fund's net asset value determined that day. 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. 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.

MONTAG & CALDWELL GROWTH FUND offers two classes of shares. Only the Class
I shares may be purchased under this prospectus.

The Fund may accept telephone orders from broker-dealers or service
organizations which have been previously approved by the 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 the 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.

15
<PAGE>

Purchases may be made in one of the following ways:

INITIAL PURCHASES BY MAIL
- -------------------------

Shares of the 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 the 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 "MONTAG & CALDWELL GROWTH FUND - CLASS I SHARES"
"SHAREOWNER NAME AND ACCOUNT NUMBER"

SUBSEQUENT INVESTMENTS
- ----------------------

Once an account has been opened, subsequent purchases may be made by mail,
bank wire, 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 "MONTAG & CALDWELL
GROWTH FUND - CLASS I SHARES" 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 Fund and Fund/Plan each reserve the right to reject any purchase
order in whole or in part.

REDEMPTION OF SHARES
--------------------

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

Shares of the 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 requirements described below. The 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.

16
<PAGE>

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 Fund 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 the 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 the Fund 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 the
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 the Fund. In-kind payments need not constitute a cross-section of
the Fund's portfolio.

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.

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.

The Fund reserves 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 the Fund. Neither the
Fund 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
Fund will use such procedures as are considered reasonable, including requesting
a

17
<PAGE>

shareowner to correctly state its Fund account number, the name in which its
account is registered, its tax identification number, banking institution, bank
account number, and the name in which its bank account is registered. To the
extent that the Fund fails 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 Fund 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.

NET ASSET VALUE
---------------

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 the Fund listed or 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.

DIVIDENDS AND TAXES
-------------------

DIVIDENDS
- ---------

Dividends, if any, from the Fund's net investment income will be declared
and paid quarterly. Aggregate net profits, if any, 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.

18
<PAGE>

TAXES
- -----

The Fund intends to continue to qualify as a "regulated investment company"
under the Internal Revenue Code ("the Code"). Such qualification relieves the
Fund of liability for Federal income taxes to the extent the Fund's earnings are
distributed in accordance with the Code. The Fund is treated as a separate
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 the 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 Fund 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.

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

PERFORMANCE OF THE FUND
-----------------------

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

Performance may be advertised to 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 the Fund will
fluctuate and an investor's shares, when redeemed, may be worth more or less
than their original cost. Performance information for the Fund may be compared
to various unmanaged indices such as the Dow Jones Industrial Averages and the
Standard & Poor's 500 Stock Index, and to the performance of other mutual funds
tracked by mutual fund rating services. Further information about the
performance of the Fund 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 the 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 the Fund's cumulative total return over the same period
if the Fund's performance had remained constant throughout.

19
<PAGE>

GENERAL INFORMATION
-------------------

ORGANIZATION
- ------------

The 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.

DESCRIPTION OF SHARES
- ---------------------

The Fund is authorized to issue an unlimited number of shares of beneficial
interest without par value. Shares of the Fund represent equal proportionate
interests in the assets of the 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 Funds of the Company, except for MONTAG & CALDWELL
GROWTH FUND. That Fund offers two classes of shares: Class I shares which are
offered by this Prospectus, and Class N shares. Class N shares are offered to
retail investors. Information about Class N shares is available by calling (800)
992-8151. As of March 22, 1996, Chicago Trust was a control person of the
Company. Pursuant to the Investment Company Act , a control person possesses the
ability to control the outcome of matters submitted for shareowner vote. See
"PRINCIPAL HOLDERS OF SECURITIES" in the Statement of Additional Information.

VOTING RIGHTS
- -------------

Each issued and outstanding full and fractional share of the Fund is
entitled to one full and fractional vote in the Fund and all shares of the Fund
participate equally in regard to dividends, distributions, and liquidations
except that Class I shares have no voting rights with respect to the
distribution plan. Shareowners do not have cumulative voting rights. On any
matter submitted to a vote of shareowners, shares of the Fund or class 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 the Fund, in which case the shareowners of the Fund shall be entitled to vote
thereon.

SHAREOWNER MEETINGS
- -------------------

The Trustees of the Company do not intend to hold annual meetings of
shareowners of the Fund. 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 Fund. In addition, subject to certain conditions,
shareowners of the 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 Fund will not be personally
liable for the obligations of the 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 the 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.

20
<PAGE>

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

The Fund 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, the Fund may pay a broker-
dealer a commission for effecting a portfolio transaction for the Fund in excess
of the amount of commission another broker-dealer would have charged if Montag &
Caldwell 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 the Fund to brokers which have sold shares
of the Fund.

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.

21
<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.

"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.

"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.

22
<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.

"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.

"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.

23
<PAGE>

INVESTMENT ADVISOR
------------------

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

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

24
<PAGE>

SUBJECT TO COMPLETION
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION DATED APRIL 16, 1996

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A POST-
EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. SHARES MAY NOT BE SOLD NOR MAY OFFERS TO BUY
SUCH SHARES BE ACCEPTED PRIOR TO THE TIME THE POST-EFFECTIVE AMENDMENT TO THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS STATEMENT OF ADDITIONAL
INFORMATION DOES NOT CONSTITUTE A PROSPECTUS.

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

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

STATEMENT OF ADDITIONAL INFORMATION

June , 1996

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

This Statement of Additional Information provides supplementary information
pertaining to shares representing interests in eight investment portfolios of
CT&T Funds (the "Company"): 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. Each Fund offers Class
N shares for retail investors and MONTAG & CALDWELL GROWTH FUND also offers
Class I shares for instituional investors.

This Statement of Additional Information is not a Prospectus, and should be
read only in conjunction with the Prospectus dated June , 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.

CT&T FUNDS: UNDERWRITER:
- ----------- ------------
171 NORTH CLARK STREET FUND/PLAN BROKER SERVICES
CHICAGO, ILLINOIS 60601 #2 WEST ELM STREET
(800) 992-8151 CONSHOHOCKEN, PA 19428
(800) 992-8151

INVESTMENT ADVISOR TO CERTAIN FUNDS: INVESTMENT ADVISOR TO CERTAIN FUNDS:
- ------------------------------------ ------------------------------------
THE CHICAGO TRUST COMPANY MONTAG & CALDWELL, INC.
171 NORTH CLARK STREET 1100 ATLANTA FINANCIAL CENTER
CHICAGO, IL 60601 3343 PEACHTREE ROAD, NE
(800) 992-8151 ATLANTA, GA 30326-1450
(800) 992-8151

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.

1
<PAGE>

TABLE OF CONTENTS
=================
PAGE
THE FUNDS...........................................................

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

INVESTMENT RESTRICTIONS.............................................

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

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

INVESTMENT ADVISORY AND OTHER SERVICES

Investment Advisory Agreements....................................
Sub-Investment Advisory Agreement.................................
The Administrator and Sub-Administrator...........................
The Underwriter...................................................

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

TAXES...............................................................

PERFORMANCE INFORMATION.............................................

OTHER INFORMATION...................................................

APPENDICES..........................................................

APPENDIX "A":

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

MONTAG & CALDWELL GROWTH FUND (CLASS N SHARES)
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

APPENDIX "B":

Unaudited Financial Statement dated November 1, 1995 through January 31, 1996
-----------------------------------------------------------------------------

CHICAGO TRUST ASSET ALLOCATION FUND

2
<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; Certificates of
deposit ("CDS"); Euro CDS; Yankee CDS; foreign bankers' acceptances; foreign
commercial paper; letter of credit-backed commercial paper; time deposits; loan
participations (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
from investments in securities of commercial paper issued by U.S. companies.
Non-U.S. securities markets

3
<PAGE>

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

All 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")
- ---------------------------

All Funds may engage in 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.

4
<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
- ----------------------------

All Funds may purchase foreign bankers' acceptances, although CHICAGO TRUST
MONEY MARKET FUND'S purchases are limited by the quality standards of Rule 2a-7
under the Investment Company Act of 1940 (the "1940 Act"). 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
- ------------------------

All Funds may purchase foreign commercial paper, although CHICAGO TRUST
MONEY MARKET FUND'S purchases are limited by the quality standards of Rule 2a-7
under the 1940 Act. 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 CDs 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.

5
<PAGE>

The securities held subject to a repurchase agreement by CHICAGO TRUST MONEY
MARKET FUND may have stated 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.
Each Fund will also limit investments in securities of other investment
companies as described in the Prospectus under "INVESTMENT STRATEGIES AND RISK
CONSIDERATIONS" and in this Statement of Additional Information under
"INVESTMENT RESTRICTIONS."

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 held will constitute a
short sale for tax purposes, the effect of which is to create short-term capital
gain on the sale

<PAGE>

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.

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

<PAGE>

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

All Funds except MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST TALON FUND
and CHICAGO TRUST MONEY MARKET FUND may invest in asset-backed securities.
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 MONTAG & CALDWELL GROWTH FUND, 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.)

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.

<PAGE>

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 MONTAG & CALDWELL GROWTH FUND, 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.

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

<PAGE>

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 MONTAG & CALDWELL GROWTH FUND, 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 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

<PAGE>

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

All Funds except MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST TALON FUND
and CHICAGO TRUST MONEY MARKET FUND may invest in 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
- -------------------------------------

Only CHICAGO TRUST ASSET ALLOCATION FUND, CHICAGO TRUST BOND FUND, and
CHICAGO TRUST MUNICIPAL BOND 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 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

<PAGE>

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:

(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),

<PAGE>

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;

(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.

<PAGE>

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.

- ------------------------------------------------------------------------------------------------------------------------------------
Gregory T. Mutz 50 Trustee Mr. Mutz is the Chairman of the Board for both the Amli Realty and Amli
125 South Wacker Drive Residential Properties, Inc. As Chairman, he is responsible for the
Suite 3100 operation of the two real estate companies whose principal businesses
Chicago, IL 60606 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
1700 Ridge and investment banking firm. Previously, he was President of
Highland Park, IL 60035 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>

19
<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================================
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
171 North Clark Street The Chicago Trust Company's Financial Services Group, Mr. Mayo is
Chicago, IL 60601 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, where
171 North Clark Street Secretary, and he is responsible for the mutual fund operations. Previously, he was
Chicago, IL 60601 Treasurer a manager with KPMG Peat Marwick, specializing in financial
institutions. Mr. Anderson is a Certified Public Accountant.
- ------------------------------------------------------------------------------------------------------------------------------------
David F. Seng 54 Senior Mr. Seng is an Executive Vice President and Chief Operating Officer of
1100 Atlanta Financial Center Vice President Montag & Caldwell, Inc., and a Chartered Financial Analyst.
3343 Peachtree Road, NE
Atlanta, GA 30326-8151
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas J. Adams III, Esq. 54 Vice President Mr. Adams joined Chicago Title and Trust Company in September 1967 as
171 North Clark Street Attorney Trainee and was appointed Assistant Counsel in July 1972.
Chicago, IL 60601 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.

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.

20
<PAGE>

<TABLE>
<CAPTION>
Trustee Aggregate Fees Paid by the Company
------- ----------------------------------
<S> <C>
Leonard F. Amari $4,000

Gregory T. Mutz $4,000

Nathan Shapiro $3,250
</TABLE>

As of May 31, 1996, the Trustees and Officers of the Company as a group
owned less than 1% of the outstanding shares of any class of each Fund.

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

Listed below are the names and addresses of those shareowners who, as of
May 31, 1996, who were owners of record of 5% or more of the shares of the Class
N shares of each Fund. Class I shares of MONTAG & CALDWELL GROWTH FUND had not
commenced operations as of the date hereof. The shares held in the nominee names
of Marshall & Ilsley Trust Co. are owned of record by Chicago Trust. Chicago
Title and Trust Company, an Illinois chartered 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. Shareowners who have the power to vote a
large percentage of shares of a particular Fund can control the Fund and
determine the outcome of a shareholders' meeting.

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

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

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

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

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

Shareowners Percentage Owned

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

21
<PAGE>

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

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

Neil Bluhm %
900 North Michigan Avenue
Chicago, IL 60611

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

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

Miter & Co. %
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. %
P.O. Box 123
Gastonia, NC 28053

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

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

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

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

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

22
<PAGE>

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

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

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

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

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

Miter & Co. %
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 a
portion of 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.

23
<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
- -------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
=====================================================================================
FUND GROSS ADVISORY FEES NET ADVISORY FEES
----- EARNED BY ADVISORS PAID AFTER FEE WAIVERS
------------------- ----------------------
=====================================================================================
<S> <C> <C>
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. An 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.

24
<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.

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.

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

25
<PAGE>

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:

<TABLE>
<CAPTION>
=========================================================================================
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. Pursuant to its Underwriter Compensation
Agreement with the Company, FPBS is paid an annual underwriter fee of $2,500 for
each Fund (currently $20,000 per annum), and certain other registration and
transaction fees.

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.

26
<PAGE>

FPBS is a broker-dealer registered with the SEC and a member 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.

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 the Class N
shares of 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 Trustees who are not "interested persons",
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.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
COMPENSATION COMPENSATION COMPENSATION
DISTRIBUTION TO TO TO
FUND PRINTING SERVICES UNDERWRITERS DEALERS SALES PERSONNEL ADVERTISING 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>

27
<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. The Investment Advisor, in placing trades for a Fund, will follow
the Company's policy of seeking best exection of orders. 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 increase in commissions is due to the
Funds' growth. 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.

28
<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 continue 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 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.

29
<PAGE>

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).

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

30
<PAGE>

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.

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).

31
<PAGE>

<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%/(1)/ 28.66%
- ---------------------------------------------------------------
CHICAGO TRUST BOND FUND 5.79%/(1)/ 14.89%
- ---------------------------------------------------------------
CHICAGO TRUST MUNICIPAL BOND FUND 3.76%/(1)/ 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%/(1)/ 18.92%
- ---------------------------------------------------------------
</TABLE>

- --------------------------------------------------
11/02/94*
SERIES THROUGH
10/31/95
- --------------------------------------------------
<S> <C>
MONTAG & CALDWELL GROWTH FUND 31.97%/(2)/
- --------------------------------------------------
MONTAG & CALDWELL BALANCED FUND 23.82%/(2)/
- --------------------------------------------------
</TABLE>

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

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

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 5.83%.

32
<PAGE>

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.

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.

33
<PAGE>

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 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% = 7.81% 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 7.81%. Conversely, the
taxable investment would provide a higher yield when taxable yields exceed
7.81%.

For the thirty-day period ended October 31, 1995, CHICAGO TRUST MUNICIPAL
BOND FUND had a tax-equivalent yield of 5.65%, 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
-----------------

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 the
Funds' independent certified public accountants. Inquiries regarding the
Funds may be directed to the Investment Advisor or the Administrator at (800)
992-8151.

KPMG Peat Marwick LLP, 303 Wacker Drive, Chicago, Illinois are the Fund's
independent public accountants and audit and report on the Company's annual
financial statement.

34
<PAGE>

APPENDIX "A"
============

~ FINANCIAL STATEMENTS ~

FOR

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

FISCAL YEAR ENDED

OCTOBER 31, 1995

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

ANNUAL REPORT TO SHAREOWNERS

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

<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,

/s/ Stuart D. Bilton
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
<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>

See accompanying notes to financial statements.

17
<PAGE>

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

MONTAG & CALDWELL BALANCED FUND -- CONTINUED
<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>

See accompanying notes to financial statements.

18
<PAGE>

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

MONTAG & CALDWELL BALANCED FUND -- CONTINUED
<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>

See accompanying notes to financial statements.

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
FUND/A/ INCOME FUND TALON FUND FUND/B/
---------- ------------- ------------- ----------------
<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
FUND/C/ 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
10/31/95/A/ 10/31/95 10/31/94/D/
----------------- ------------ ------------
<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
10/31/95/C/ 10/31/95 10/31/94/F/
----------------- ----------- ------------
<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 10/31/94/G/ 10/31/95 10/31/94/H/
----------- ------------ ------------ ------------
<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
10/31/95/A/ 10/31/95 10/31/94/D/
----------------- ---------- -----------
<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 10/31/94/E/ 10/31/95/B/
---------- ----------- ----------------
<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
10/31/95/C/ 10/31/95 10/31/94/F/
----------------- ---------- ------------
<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 10/31/94/G/ 10/31/95 10/31/94/H/
---------- ------------ ---------- ------------
<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.

/s/ KPMG Peat Marwick LLP

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:

Prospectus for N shares -- "Financial Highlights"
Prospectus for I shares -- none.

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 -- Incorporated herein by reference to
Exhibit No. (2) to Registration statement No. 33-68666 filed
February 22, 1996.

(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 -- Incorporated herein by reference to
Exhibit No. (5)(a) to Registration Statement No. 33-68666
filed February 22, 1996.

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. --Incorporated herein by reference to Exhibit
No. (5)(a) to Registration Statement No. 33-68666 filed
February 22, 1996.

Investment Advisory Agreement for CT&T Asset Allocation Fund
with Chicago Title and Trust Company -- Incorporated herein by
reference to Exhibit No. (5)(a) to Registration Statement No.
33-68666 filed February 22, 1996.

Amendments dated December 21, 1995 to Investment Advisory
Agreements for each Series, reflecting name changes of Series
and Advisor -- Incorporated herein by reference to Exhibit No.
(5)(a) to Registration Statement No. 33-68666 filed February
22, 1996.
1
<PAGE>

Amendments dated March 15, 1996 to Investment Advisory
Agreements for Montag & Caldwell Growth Fund and Montag
& Caldwell Balanced Fund with Montag & Caldwell, Inc. --
filed herewith.

(b) Sub-Investment Advisory Agreement for CT&T Talon Fund with
Talon Asset Management, Inc. -- Incorporated herein by
reference to Exhibit No. (5)(b) to Registration Statement No.
33-68666 filed February 22, 1996.

Amendment dated December 21, 1995 to Sub-Investment Advisory
Agreement reflecting name changes of Series and Advisor --
Incorporated herein by reference to Exhibit No. (5)(b) to
Registration Statement No. 33-68666 filed February 22, 1996.

(c) Investment Advisory Guaranty Agreement dated October 30, 1995,
between Chicago Title and Trust Company and CT&T Funds --
Incorporated herein by reference to Exhibit No. (5)(c) to
Registration Statement No. 33-68666 filed February 22, 1996.

(d) Investment Advisory Assignment dated October 30, 1995,
between and among Chicago Title and Trust Company, The Chicago
Trust Company, and CT&T Funds -- Incorporated herein by
reference to Exhibit No. (5)(d) to Registration Statement No.
33-68666 filed February 22, 1996.

(e) Master Services Agreement dated October 30, 1995, between
Chicago Title and Trust Company and certain of its
subsidiaries -- Incorporated herein by reference to Exhibit
No. (5)(e) to Registration Statement No. 33-68666 filed
February 22, 1996.

(6) Copies of each underwriting or distribution contract:

(a) Underwriting Agreement for all Funds with Fund/Plan Broker
Services, Inc. -- Incorporated herein by reference to Exhibit
No. (6)(a) to Registration Statement No. 33-68666 filed
February 22, 1996.

Amendment dated December 21, 1995 to Underwriting Agreement,
reflecting name changes to certain Series -- Incorporated
herein by reference to Exhibit No. (6)(a) to Registration
Statement No. 33-68666 filed February 22, 1996.

Amendment dated June 13, 1996 to Underwriting Agreement,
reflecting creation of multiple class -- filed herewith.

(b) Underwriter Compensation Agreement for all Funds with
Fund/Plan Broker Services, Inc. -- Incorporated herein by
reference to Exhibit No. (6)(b) to Registration Statement No.
33-68666 filed February 22, 1996.

Amendment dated December 21, 1995 to Underwriter Compensation
Agreement, reflecting name changes to certain Series --
Incorporated herein by reference to Exhibit No. (6)(a) to
Registration Statement No. 33-68666 filed February 22, 1996.

(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. -- Incorporated herein
by reference to Exhibit (8)(a) to Registration Statement
No. 33-68666 filed February 22, 1996.

2
<PAGE>

(b) Custody Administration and Agency Agreement for all Funds with
Fund/Plan Services, Inc., with respect to UMB Bank, n.a. --
Incorporated herein by reference to Exhibit (8)(b) to
Registration Statement No. 33-68666 filed February 22, 1996.

Amendment dated December 21, 1995 to Custody Administration
and Agency Agreement, reflecting name changes to certain
Series -- Incorporated herein by reference to Exhibit No.
(8)(b) to Registration Statement No. 33-68666 filed February
22, 1996.

Amendment dated June 13, 1996 to Custody Administration and
Agency Agreement, reflecting creation of multiple class --
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. -- Incorporated herein by reference to
Exhibit No. (9)(a) to Registration Statement No. 33-68666
filed February 22, 1996.

Amendment dated December 21, 1995 to Transfer Agent Services
Agreement,name changes to certain Series -- Incorporated
herein by reference to Exhibit No. (9)(a) to Registration
Statement No. 33-68666 filed February 22, 1996.

Amendment dated June 13, 1996 to Transfer Agent Services
Agreement, reflecting creation of multiple class -- filed
herewith.

(b) Administration Agreement between the Company and Chicago Title
and Trust Company -- Incorporated herein by reference to
Exhibit No. (9)(b) to Registration Statement No. 33-68666
filed February 22, 1996.

Amendment dated December 21, 1995 to Administration Agreement,
reflecting name changes of certain Series and the
Administrator -- Incorporated herein by reference to Exhibit
No. (9)(b) to Registration Statement No. 33-68666 filed
February 22, 1996.

Amendment dated June 13, 1996 to Administration Agreement,
reflecting creation of multiple class -- filed herewith.

Sub-Administration Agreement between Chicago Title and Trust
Company and Fund/Plan Services, Inc. -- Incorporated herein by
reference to Exhibit No. (9)(b) to Registration Statement
No. 33-68666 filed February 22, 1996.

Amendment dated December 21, 1995 to Sub-Administration
Agreement, reflecting name changes of certain Series --
Incorporated herein by reference to Exhibit No. (9)(b) to
Registration Statement No. 33-68666 filed February 22, 1996.

Amendment dated June 13, 1996 to Sub-Administration Agreement,
reflecting creation of multiple class -- filed herewith.

(c) Accounting Services Agreement for all Funds with Fund/Plan
Services, Inc. -- Incorporated herein by reference to Exhibit
No. (9)(c) to Registration Statement No. 33-68666 filed
February 22, 1996.

Amendment dated December 21, 1995 to Accounting Services
Agreement, reflecting name changes to certain Series --
Incorporated herein by reference to Exhibit No. (9)(c) to
Registration Statement No. 33-68666 filed February 22, 1996.

3
<PAGE>

Amendment dated June 13, 1996 to Accounting Services
Agreement, reflecting creation of multiple class -- 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.

(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. -- Incorporated herein by
reference to Exhibit No. (15)(a) to Registration Statement No.
33-68666 filed February 22, 1996.

Amendment to Distribution Plans dated December 21, 1995,
reflecting name changes to certain Series -- Incorporated
herein by reference to Exhibit No. (15)(a) to Registration
Statement No. 33-68666 filed February 22, 1996.

(b) Servicing Agreement for Distribution Assistance and
Shareholder Administrative Support Services for all Funds
except Money Market Fund, with Fund/Plan Broker Services,
Inc. -- Incorporated herein by reference to Exhibit
No. (15)(b) to Registration Statement No. 33-68666 filed
February 22, 1996.

Amendment to Servicing Agreement for Distribution Assistance
and Shareholder Administrative Support Services dated December
21, 1995, reflecting name changes to certain Series --
Incorporated herein by reference to Exhibit No. (15)(b) to
Registration Statement No. 33-68666 filed February 22, 1996.

(16) Schedules for Computations of Performance Quotations -- Not
applicable.

(18) Multiple Class Plan for Montag & Caldwell Growth Fund.

(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

4
<PAGE>

Incorporated herein by reference to Exhibit No. (18) to
Registration Statement No. 33-68666 filed February 22, 1996.

Item 25. Persons Controlled by or under Common Control with Registrant:
- ------------------------------------------------------------------------

None.

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

5
<PAGE>

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, 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.

6
<PAGE>

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.

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.

- --------------------------------------------------------------------------------------------------
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>

7
<PAGE>

<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
- --------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------
NAME TITLE/POSITION OTHER BUSINESS
---- -------------- --------------
- --------------------------------------------------------------------------------------------------
MUTUAL FUNDS:
- -------------
- --------------------------------------------------------------------------------------------------
Kenneth C. Anderson Vice President
- --------------------------------------------------------------------------------------------------
</TABLE>

8
<PAGE>

<S> <C> <C>
- --------------------------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------
NAME TITLE/POSITION OTHER BUSINESS
---- -------------- --------------
- --------------------------------------------------------------------------------------------------
REAL ESTATE SERVICES:
- ---------------------
- --------------------------------------------------------------------------------------------------
B. Wyckliffe Pattishall, Jr. Executive Vice President
- --------------------------------------------------------------------------------------------------
</TABLE>

9
<PAGE>

<S> <C> <C>
- --------------------------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------
MONTAG & CALDWELL, INC.
=======================
- --------------------------------------------------------------------------------------------------
NAME TITLE/POSITION OTHER BUSINESS
---- -------------- --------------
- --------------------------------------------------------------------------------------------------
Solon P. Patterson Chairman of the Board,
Chief Executive Officer
and Treasurer
- --------------------------------------------------------------------------------------------------
Stuart D. Bilton Director
- --------------------------------------------------------------------------------------------------
</TABLE>

10
<PAGE>

<S> <C> <C>
- --------------------------------------------------------------------------------------------------
David B. Cuming Director
- --------------------------------------------------------------------------------------------------
Ronald E. Canakaris Director, President and
Chief Investment Officer
- --------------------------------------------------------------------------------------------------
David F. Seng Director, 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
- --------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------
TALON ASSET MANAGEMENT, INC.
============================
- --------------------------------------------------------------------------------------------------
NAME TITLE/POSITION OTHER BUSINESS
---- -------------- --------------
- --------------------------------------------------------------------------------------------------
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>

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:

11
<PAGE>

The Brinson Funds
CT&T Funds
Fairport Funds
First Mutual Funds
Focus Trust, Inc.
The HomeState PA Growth Fund
IAA Trust Mutual Funds
Matthews International Funds
McM Funds
Smith Breeden Series Fund
Smith Breeden Short Duration US Gov't Fund
Smith Breeden Trust
The Stratton Funds, Inc.
Stratton Growth Fund, Inc.

(b) The table below sets forth certain information as to the
Underwriter's Directors, Officers and Control Persons:

<TABLE>
<CAPTION>
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>

12
<PAGE>

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.

<S> <C> <C>
The Chicago Trust Company Montag & Caldwell, Inc. Talon Asset Management, Inc.
171 North Clark Street 3343 Peachtree Road, NE One North Franklin
Chicago, IL 60601 Atlanta, GA 30326 Chicago, IL 60606
</TABLE>

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 will furnish a
copy of the Company's most recent of Fund Performance",
Registrant Annual Report, upon request and without charge, to
every person for whom a Prospectus is delivered.

13
<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant 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 4th day of
April, 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 4th day of April, 1996.

Signature Capacity
- --------- --------

/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
- -------------------------------- (Principal Executive Officer)
Andrew P. Mayo

/s/ Kenneth C. Anderson Treasurer and Vice President
- -------------------------------- (Principal Accounting &
Kenneth C. Anderson Financial Officer)

<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(5)(a) Form of Amendments to certain Investment Advisory Agreements

99.B(6)(a) Form of Amendment to Underwriting Agreement

99.B(8)(b) Form of Amendment to Custody Administration and Agency
Agreement

99.B(9)(a) Form of Amendment to Transfer Agent Services Agreement

99.B(9)(b) Form of Amendment to Administration Agreement
Form of Amendment to Sub-Administration Agreement

99.B(9)(c) Form of Amendment to Accounting Services Agreement

99.B(11)(a) Consent of Independent Auditors

99.B(18) Multiple Class Plan

(27) Financial Data Schedules for Appendix "A" of SAI
(all Funds from Annual Report dated 10/31/95)

Financial Data Schedules for Appendix "B" of SAI
(Asset Allocation Fund for 11/01/95 through 1/31/96)

<PAGE>

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
==========================================

This AGREEMENT dated as of the 15 day of March, 1996, 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
(the "1940 Act"), as amended, as an open-end, diversified management investment
company; and

WHEREAS, the Adviser and the Trust (on behalf of the Fund) originally
entered into an Investment Advisory Agreement (the "Advisory Agreement") dated
August 27, 1994, wherein the Adviser agreed to render investment advisory
services to the Fund; and

WHEREAS, the Parties wish to amend the Advisory Agreement in order to
comply with Rule 31 a-3 of the 1940 Act;

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:

1. The Advisory Agreement is revised to add Section 11 which reads in its
entirety as follows:

11. Records. All records held by the Adviser which are required to
be maintained and preserved by the Fund in order to comply with Rules
31 a-1 and 31 a-2 of the 1940 Act remain the property of the Fund and
will be surrendered promptly by the Adviser upon the request of the
Fund.

2. The terms of the Advisory Agreement are not otherwise affected, modified or
terminated by this Agreement.

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.

CT&T FUNDS MONTAG & CALDWELL, INC.

- --------------------------------- ---------------------------------
By: Andrew P. Mayo, President By:

- --------------------------------- ---------------------------------
Attest: Kenneth C. Anderson, Attest:
Vice-President

<PAGE>

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
==========================================

This AGREEMENT dated as of the ____ day of ____________, 1996, 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
(the "1940 Act"), as amended, as an open-end, diversified management investment
company; and

WHEREAS, the Parties wish to amend the Advisory Agreement in order to
comply with Rule 31 a-3 of the 1940 Act;

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:

1. The Advisory Agreement is revised to add Section 11 which reads in its
entirety as follows:

11. Records. All records held by the Adviser which are required to be
maintained and preserved by the Fund in order to comply with Rules 31
a-1 and 31 a-2 of the 1940 Act remain the property of the Fund and
will be surrendered promptly by the Adviser upon the request of the
Fund.

2. The terms of the Advisory Agreement are not otherwise affected, modified or
terminated by the Agreement.

CT&T FUNDS MONTAG & CALDWELL, INC.
- ---------- -----------------------

- ------------------------------------------- ---------------------------------
By: Andrew P. Mayo, President By:

- ------------------------------------------- ---------------------------------
Attest: Kenneth C. Anderson, Vice President Attest:

<PAGE>

AMENDMENT TO UNDERWRITING AGREEMENT
-----------------------------------

This AGREEMENT, dated as of the 13th day of June, 1996 made by and between
CT&T FUNDS, a Delaware business trust (the "Trust") operating as an open-end
management investment company registered under the Investment Company Act of
1940, as amended, duly organized and existing under the laws of the State of
Delaware and FUND/PLAN BROKER SERVICES, INC. ("Fund/Plan"), a broker-dealer
registered with the Securities and Exchange Commission and a member of good
standing of the National Association of Securities Dealers, Inc. (collectively,
the "Parties").

WITNESSETH THAT:

WHEREAS, the Trust and Fund/Plan originally entered into an Underwriting
Agreement dated November 30, 1993, as amended on June 16, 1994, March 15, 1995
and December 21, 1995 (the "Agreement"); and

WHEREAS, the Parties wish to amend the Agreement to provide for the
issuance of separate classes of shares for the series identified;
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:
To amend Schedule "A" to the Agreement in the form attached hereto as
Schedule "A".

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement,
consisting of one type-written page, together with Schedule "A", to be signed by
their duly authorized officers as of the day and year first above written.

CT&T FUNDS FUND/PLAN BROKER SERVICES, INC.
- ---------- -------------------------------

___________________________________ ___________________________________
By: Andrew P. Mayo, President By: Kenneth J. Kempf, President

___________________________________ ___________________________________
Attest: Kenneth C. Anderson, V. P. Attest: Janet F. Davis, Secretary

18
<PAGE>

SCHEDULE "A"
============

AS AMENDED ON JUNE 13, 1996
---------------------------

IDENTIFICATION OF SERIES
========================

Below are listed the Series to which services under this Agreement are to be
performed as of the execution date of this Agreement:

CT&T FUNDS
----------

CHICAGO TRUST GROWTH & INCOME FUND
CHICAGO TRUST ASSET ALLOCATION FUND
CHICAGO TRUST BOND FUND
CHICAGO TRUST MUNICIPAL BOND FUND
CHICAGO TRUST MONEY MARKET FUND
CHICAGO TRUST TALON FUND
MONTAG & CALDWELL GROWTH FUND - CLASS N AND CLASS I
MONTAG & CALDWELL BALANCED FUND

This Schedule "A" may be amended from time to time by agreement of the parties.

<PAGE>

AMENDMENT TO CUSTODY ADMINISTRATION AND AGENCY AGREEMENT
--------------------------------------------------------

This AGREEMENT, dated as of the 13th day of June, 1996 made by and between
CT&T FUNDS, a Delaware Business Trust (the "Trust") operating as an open-end
management investment company registered under the Investment Company Act of
1940, as amended, duly organized and existing under the laws of the State of
Delaware and FUND/PLAN SERVICES, INC. ("Fund/Plan"), a corporation duly
organized and existing under the laws of the State of Delaware (collectively,
the "Parties").

WITNESSETH THAT:

WHEREAS, the Trust and Fund/Plan originally entered into a Custody
Administration and Agency Agreement dated December 8, 1994, as amended on March
15, 1995 and December 21, 1995 (the "Agreement"); and

WHEREAS, the Parties wish to amend the Agreement to provide for the
issuance of separate classes of shares for the series identified;

NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:

To amend Schedule "A" to the Agreement in the form attached hereto as
Schedule "A".

CT&&T FUNDS FUND/PLAN SERVICES, INC.
- ----------- ------------------------

__________________________________ __________________________________
By: Andrew P. Mayo, President By: Kenneth J. Kempf, President

__________________________________ __________________________________
Attest: Kenneth C. Anderson, V. P. Attest: Janet F. Davis, Secretary

20
<PAGE>

SCHEDULE "A"
============

AS AMENDED ON JUNE 13, 1996
---------------------------

IDENTIFICATION OF SERIES
========================

Below are listed the Funds to which services under this Agreement are to be
performed as of the execution date of this Agreement.

CT&T FUNDS
----------

CHICAGO TRUST GROWTH & INCOME FUND
CHICAGO TRUST ASSET ALLOCATION FUND
CHICAGO TRUST BOND FUND
CHICAGO TRUST MUNICIPAL BOND FUND
CHICAGO TRUST MONEY MARKET FUND
CHICAGO TRUST TALON FUND
MONTAG & CALDWELL GROWTH FUND -CLASS N AND CLASS I
MONTAG & CALDWELL BALANCED FUND

This Schedule "A" may be amended from time to time by agreement of the parties.

* All fees are quoted a term of one (1) year *

21
<PAGE>

CUSTODY AGENCY AND ADMINISTRATION FEE SCHEDULE FOR
THE CHICAGO TRUST COMPANY'S COLLECTIVE INVESTMENT FUNDS
=======================================================

It is agreed that the Asset Based Fee stated below shall apply to all assets
managed by Chicago Title and its affiliates and United Missouri as Custodian
subject to this and other Custody Administration Agreements with Fund/Plan.

I. Asset Based Fee
---------------

Subject to a minimum annual fee of $3,600 for each Fund and Series,
Chicago Title agrees to pay to Fund/Plan an asset based fee calculated
and payable each month at the annual rates as stated below:
<TABLE>
<CAPTION>

<S> <C> <C>
.000175 On First $500 Million of Average Net Assets
.000125 On The Next $500 Million of Average Net Assets
.0001 Over $1 Billion of Average Net Assets

II. Custody Domestic Securities Transaction Charge:
-----------------------------------------------

Book Entry DTC, Federal Book Entry......................... $12.00
Physical Securities, Physical GNMA's, RIC's................ $25.00
GNMA's PTC................................................. $15.00
Mortgage Backed Securities Principal Pay Down per Pool..... $ 8.00
NOW Account................................................ $ 2.00
Money Market Investments................................... $ 2.00
Options/Futures............................................ $27.00
Money Market STIF.......................................... $ 6.00

III. Euroclear/Cedel
---------------

Annual Asset Charge........................................ .0004
Transaction Charge......................................... $30.00
Euroclear Foreign Exchange................................. $40.00
</TABLE>

IV. When Issued Securities Lending, Options, Futures:
-------------------------------------------------

Should any of these investment vehicles require a separate segregated
Custody Account, a fee of $250 per account per month will apply.

To the extent the Fund(s) commences using Investment techniques such as futures,
security lending, Swaps, Short sales, precious metals and foreign securities,
additional fees may apply.

22
<PAGE>

OUT-OF-POCKET EXPENSES
- ----------------------

The Chicago Trust Company will reimburse Fund/Plan monthly for all reasonable
out-of-pocket expenses, including telephone, postage, telecommunications,
special reports, record retention, transportation costs as approved, and copying
and sending materials to independent accountants for audits.

<PAGE>

AMENDMENT TO TRANSFER AGENT SERVICES AGREEMENT
----------------------------------------------

This AGREEMENT, dated as of the 13th day of June, 1996 made by and between
CT&T FUNDS, a Delaware business trust (the "Trust") operating as an open-end
management investment company registered under the Investment Company Act of
1940, as amended, duly organized and existing under the laws of the State of
Delaware and FUND/PLAN SERVICES, INC. ("Fund/Plan"), a corporation duly
organized and existing under the laws of the State of Delaware (collectively,
the "Parties").

WITNESSETH THAT:

WHEREAS, the Trust and Fund/Plan originally entered into a Transfer Agent
Services Agreement dated November 30, 1993, as amended on June 16, 1994, March
15, 1995 and December 21, 1995 (the "Agreement"); and

WHEREAS, the Parties wish to amend the Agreement to provide for the
issuance of separate classes of shares for the series identified;

NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:

1. To amend Schedule "A" to the Agreement in the form attached hereto as
Schedule "A"; and

2. To amend Schedule "B" to the Agreement in the form attached hereto as
Schedule "B"; and

3. To amend Schedule "C" to the Agreement in the form attached hereto as
Schedule "C".

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement,
consisting of one type-written page, together with Schedules "A", "B" and "C",
to be signed by their duly authorized officers as of the day and year first
above written.

CT&T FUNDS FUND/PLAN SERVICES, INC.
- ---------- ------------------------

___________________________________________ __________________________________
By: Andrew P. Mayo, President By: Kenneth J. Kempf, President

___________________________________________ __________________________________
Attest: Kenneth C. Anderson, Vice President Attest: Janet F. Davis, Secretary

24
<PAGE>

SCHEDULE "A"
============

AS AMENDED ON JUNE 13, 1996
---------------------------

TRANSFER AGENCY SERVICES
FOR
CT&T FUNDS

THE FOLLOWING IS A LIST OF TRANSFER AGENCY SERVICES TO BE PROVIDED UNDER THIS
AGREEMENT:

I. - SHAREHOLDER FILE

1. Establish new accounts and enter demographic data into shareholder base.
Includes in-house processing and NSCC - FundSERV - Networking
transmissions.

2. Create Customer Information File (CIF) to link accounts within the Fund
and across funds within Fund Group. Facilitates account maintenance, lead
tracking, quality control, household mailings and combined statements.

3. 100% quality control of new account information including verification of
initial investment.

*4. Systematic linkage of shareholder accounts with exact matches on SSN and
address for the purpose of consolidated account history reporting.
Periodic production of laser printed combined statements.

*5. Production of household mailing labels which enable the Fund to do special
mailings to each address in the Fund Group rather than each account.

6. Maintain account and customer file records, based on shareholder request
and routine quality review.

7. Maintain tax ID certification and NRA records for each account, including
backup withholding.

8. Provide written confirmation of address changes.

9. Produce shareholder statements for daily activity, dividends, on-request,
third party and periodic mailings.

*10. Produce shareholder lists, labels and ad hoc reports to Fund management
as requested.

25
<PAGE>

11. Automated processing of dividends and capital gains with daily, monthly,
quarterly or annual distributions. Payment options include reinvestment,
directed payment to another fund, cash via mail, Fed wire or ACH.

12. Image all applications, account documents, data changes, correspondence,
monetary transactions, and other pertinent shareholder documents.

II. - SHAREHOLDER SERVICES

1. Provide quality service through a staff of highly trained NASD licensed
customer service personnel, including phone, research and correspondence
representatives.

2. Answer shareholder calls: provide routine account information, transaction
details including direct and wire purchases, redemptions, exchanges
systematic withdraws, pre-authorized drafts, FundSERV and wire order
trades, problem solving and process telephone transactions.

*3. Customized recording of fund prices daily after regular business hours for
shareholder access.

4. Silent monitoring of telephone representative calls by the phone
supervisor during live conversations to ensure exceptional customer
service.

5. Record and maintain tape recordings of all shareholder calls for a six
month period.

6. Phone Supervisor produces daily management reports of shareholder calls
which include tracking volumes, call lengths, average wait time and
abandoned call rates to ensure quality service.

7. Provide quality assurance of phone routing by the unit Assistant phone
Supervisor through verification of the Rolm in house computer terminal
linkage.

8. Phone representatives are throughly trained through in house training
programs on the techniques of providing Exceptional Customer Service.

III. - INVESTMENT PROCESSING

1. Initial investment (checks or Fed wires).

2. Subsequent investments (checks or Fed wires) processed through lock box.

3. Pre-authorized investments (PAD) through ACH system.

4. Government allotments through ACH system.

26
<PAGE>

* 5. Wire order and NSCC - Fund/SERV trades.

6. Prepare and process daily bank deposit of shareholder investments.

IV. - REDEMPTION PROCESSING

1. Process letter redemption requests.

2. Process telephone redemption transactions.

3. Establish Systematic Withdrawal file and process automated transactions on
monthly basis.

4. Issue checkbooks and process checkbook redemption through agent bank.

5. Redemption proceeds distributed to shareholder by check, Fed wire or ACH
processing.

* 6. Provide wire order and NSCC - Fund/SERV trade processing.

V. - EXCHANGE & TRANSFER PROCESSING

1. Process legal transfers.

2. Issue and cancel certificates.

3. Replace certificates through surety bonds (separate charge to
shareholders).

4. Process exchange transactions (letter and telephone requests).

5. Process ACATS transfers.

VI. - RETIREMENT PLANS

1. Fund sponsored IRAs offered using Semper Trust Company as custodian.
Services include:

a. Contribution processing
b. Distribution processing
c. Apply rollover transactions
d. Process Transfer of Assets
e. Letters of Acceptance to prior custodians
f. Notify IRA holders of 70-1/2 requirements
g. Calculate Required Minimum Distributions (RMD)
h. Maintain beneficiary information file
i. Solicit birth date information

27
<PAGE>

2. Fund sponsored SEP-IRA plans offered using Semper Trust Company as
custodian. Services include those listed under IRAs and:
a. Identification of employer contributions

3. Fund sponsored Qualified plans offered:
a. Plan document available
b. Omnibus/master account processing only
c. Produce annual statements
d. Process contributions
e. Process distributions
f. Process rollover and Transfer of Assets transactions

VII. - SETTLEMENT & CONTROL

1. Daily review of processed shareholder transactions to assure input was
processed correctly. Accurate trade activity figures passed to Funds'
Accounting Agent by 11:00am EST.

2. Preparation of daily cash movement sheets to be passed to Funds'
Accounting Agent and Custodian Bank by 10:00am EST for use in
determining Funds' daily cash availability.

3. Prepare a daily share reconcilement which balances the shares on the
Transfer Agent system to those on the books of the Fund.

4. Resolve any outstanding share or cash issues that are not cleared by
trade date + 2.

5. Process shareholder adjustments to include also the proper
notification of any booking entries needed, as well as any necessary
cash movement.

6. Settlement and review of Fund's declared dividends and capital gains
to include the following:
a. Review record date report for accuracy of shares.
b. Preparation of dividend settlement report after dividend is posted.
Verify the posting date shares, the rate used and the NAV price of
reinvest date to ensure dividend was posted properly.
c. Distribute copies to the Funds' Accounting Agent.
d. Preparation of the checks prior to being mailed.
e. Sending of any dividends via wires if requested.
f. Preparation of cash movement sheets for the cash portion of the
dividend payout on payable date.

7. Placement of stop payments on dividend and liquidation checks as well
as the issuance of their replacements.

8. Maintain inventory control for stock certificates and dividend check
form.

28
<PAGE>

9. Aggregate tax filings for all Fund/Plan clients. Monthly deposits to
the IRS of all taxes withheld from shareholder disbursements,
distributions and foreign account distributions. Correspond with the
IRS concerning any of the above issues.

10. Timely settlement and cash movement for all NSCC/FundSERV activity.

VIII. - YEAR END PROCESSING

1. Maintain shareholder records in accordance with IRS notices for under-
reporting and invalid Tax IDs. This includes initiating 31% backup
withholding and notifying shareholders of their tax status and the
corrective action which is needed.

2. Conduct annual W-9 solicitation of all uncertified accounts. Update
account tax status to reflect backup withholding or certified status
depending upon responses.

3. Conduct periodic W-8 solicitation of all non-resident alien
shareholder accounts. Update account tax status with updated
shareholder information and treaty rates for NRA tax.

4. Review IRS Revenue Procedures for changes in transaction and
distribution reporting and specifications for the production of forms
to ensure compliance.

5. Coordinate year end activity with client. Activities include
producing year end statements, scheduling record dates for year end
dividends and capital gains, production of combined statements and
printing of inserts to be mailed with tax forms.

6. Distribute Dividend Letter to funds for them to sign off on all
distributions paid year to date. Dates and rates must be authorized so
that they can be used for reporting to the IRS.

7. Coordinate the ordering of form stock envelopes form vendor in
preparation of tax reporting. Review against IRS requirements to
ensure accuracy. Upon receipt of forms and envelopes allocate space
for storage.

8. Prepare form flashes for the microfiche vendor. Test and oversee the
production of fiche for year end statements and tax forms.

9. Match and settle tax reporting totals to fund records and on-line data
from Investar.

10. Produce forms 1099R, 1099B, 1099Div, 5498, 1042S and year end
valuations. Quality assure forms before mailing to shareholders.

11. Monitor IRS deadlines and special events such as cross over dividends
and prior year IRA contributions.

29
<PAGE>

12. Prepare IRS magnetic tapes and appropriate forms for the filing of all
reportable activity to the Internal Revenue Service.

IX. - CLIENT SERVICES

1. An Account Manager is assigned to each relationship. The Account
Manager acts as the liaison between the Fund and the Transfer Agency
staff. Responsibilities include scheduling of events, system
enhancement implementation, special promotion/event implementation and
follow-up, and constant Fund interaction on daily operational issues.

Specifically:
a. Scheduling of dividends, proxies, report mailings and special
mailings.
b. Coordinate with the Fund shipment of materials for scheduled
mailings.
c. Liaison between the Fund and support services for preparation of
proofs and eventual printing of statement forms, certificates,
proxy cards, envelopes, etc.
d. Handle all notification to the client regarding proxy tabulation
through the meeting. Coordinate scheduling of materials including
voted cards, tabulation letters, and shareholder list to be
available for the meeting.
e. Order special reports, tapes, discs for special systems requests
received.
f. Implement new operational procedures, e.g., check writing feature,
load discounts, minimum waivers, sweeps, telephone options, PAD
promotions, etc.
g. Coordinate with systems, services and operations, special events,
e.g., mergers, new fund start ups, household mailings, additional
mail files.
h. Prepare standard operating procedures and review prospectuses for
new start up funds and our current client base. Coordinate
implementation of suggested changes with the Fund.
i. Liaison between the Fund and the Transfer Agency staff regarding
all service and operational issues.

2. Proxy Processing (Currently one free per year)
a. Coordinate printing of cards with vendor.
b. Coordinate mailing of cards with Account Manager and mailroom.
Tabulation of returned cards.
c. Provide daily report totals to Account Manager for client
notification.
d. Preparation of affidavit of mailing documents.
e. Provide one shareholder list.
f. Prepare final tabulation letter.

3. Blue Sky Processing
a. Maintain file with additions, deletions, changes and updates at the
Funds' direction.
b. Provide daily and monthly reports to enable the Fund to do
necessary state filings.

* Separate fees will apply for these services.

30
<PAGE>

DAILY REPORTS
-------------

REPORT NUMBER REPORT DESCRIPTION
------------- ------------------

-- Daily Activity Register
024 Tax Reporting Proof
051 Cash Receipts and Disbursement Proof
053 Daily Share Proof
091 Daily Gain/Loss Report
104 Maintenance Register
044 Transfer/Certificate Register
056 Blue Sky Warning Report

MONTHLY REPORTS
---------------

REPORT DESCRIPTION
------------------

Blue Sky
Certificate Listing
State Sales and Redemption
Monthly Statistical Report
Account Demographic Analysis
MTD Sales - Demographics by Account Group
Account Analysis by Type

31
<PAGE>

TRANSFER AGENCY STANDARD SERVICES

ADDENDUM FOR
INSTITUTIONAL FUNDS

1. Provide specially trained Institutional Service Representative to handle
all shareholder service issues including telephone calls, research, and
correspondence.

2. Special operational procedures custom developed for each institutional
client.

3. Provide customized service for both Fund personnel and institutional
investors.

4. Provide daily pricing information.

5. Provide specialized report and statement handling.

32
<PAGE>

SCHEDULE "B"
============
AS AMENDED JUNE 13, 1996
------------------------

FEE SCHEDULE FOR
CT&T FUNDS
~~~~~~~~~~~~~~~~~~~~~~~~
(All fees are quoted for a term of one (1) year from effective date.)

SHAREHOLDER SERVICES AND TRANSFER AGENT
- ---------------------------------------

I. The following is our schedule for Shareholder Services and Transfer Agent
Services for all Funds and Class I of the Montag and Caldwell Growth Fund:-

Quarterly/Semi-Annual/Annual Dividends
--------------------------------------
$10.40 per Account per Year
Monthly Dividends
-----------------
$12.00 per Account per Year
Daily Dividends
---------------
$18.00 per Account per Year

Minimum Monthly Fee: for Class N shares -- $2,500 per portfolio; $30,000
per Year

II. For Class I of the Montag and Caldwell Growth Fund:
---------------------------------------------------
Fee Schedule for 6/30/96 to 6/30/97 = $ 2,000
Fee Schedule for 6/30/97 to 6/30/98 = $22,000
Fee Schedule for 6/30/98 to 6/30/99 = $22,000
Fee Schedule Starting 6/30/99 = $15,000

III. Retirement Plan Fees: (if applicable)
---------------------
$15.00 per Account - Annual Maintenance Fee for IRA Accounts on Fund/Plan's
Transfer Agency System. This fee is typically charged to the shareholder.

OUT-OF-POCKET EXPENSES
- ----------------------

The Funds will reimburse Fund/Plan Services monthly for all out-of-pocket
expenses, including telephone, postage, telecommunications, special reports,
record retention, etc. The cost of copying and sending materials to auditors for
off-site audits will be an additional expense.

ADDITIONAL SERVICES
- -------------------

Activities of a non-recurring nature such as fund consolidations, mergers, or
reorganizations will be subject to negotiation. To the extent the Funds should
decide to issue multiple/separate classes of shares, additional fees will apply.
Any enhanced services or reports will be quoted upon request.

33
<PAGE>

SCHEDULE "C"
============

AS AMENDED ON JUNE 13, 1996
---------------------------

IDENTIFICATION OF SERIES
========================

Below are listed the Series to which services under this Agreement are to be
performed as of the execution date of this Agreement:

CT&T FUNDS
----------

This Schedule "C" may be amended from time to time by agreement of the parties.

<PAGE>

AMENDMENT TO ADMINISTRATION AGREEMENT
=====================================

This AGREEMENT, dated as of the 13th day of June , 1996 made by and between
CT&T FUNDS, a Delaware business trust (the "Trust") operating as an open-end
management investment company registered under the Investment Company Act of
1940, as amended, duly organized and existing under the laws of the State of
Delaware and THE CHICAGO TRUST COMPANY, an Illinois corporation (the
"Administrator") (collectively, the "Parties").

WITNESSETH THAT:

WHEREAS, Trust and Chicago Title and Trust Company originally entered into
an Administration Agreement dated June 15, 1995, as amended December 21, 1995,
wherein Chicago Title and Trust Company agreed to provide certain administrative
services to each Series of the Trust (The "Administration Agreement"); and

WHEREAS, the Parties wish to amend the Administration Agreement to provide
for the issuance of separate classes of shares for the series identified;

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:

1. The Parties acknowledge that, pursuant to the related Guaranty
Agreement and Master Services Agreement, administrative services are
provided through The Chicago Trust Company; and

2. Updates which reflect the creation of multiple classes of shares have
been made to the administrative services set forth on the attached
amended Schedule "A"; and

3. Revised fee schedule reflecting multiple classes of shares, as set
forth on the attached amended Schedule "B"; and

4. The creation of multiple classes of shares for Montag and Caldwell
Growth Fund, as set forth on the attached amended Schedule "C".

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement,
consisting of one type-written page, together with amended Schedules "A", "B"
and "C", to be signed by their duly authorized officers as of the day and year
first above written.

CT&T FUNDS THE CHICAGO TRUST COMPANY
- ---------- -------------------------

- --------------------------------- ---------------------------------
By: Andrew P. Mayo, President By:

- --------------------------------- ---------------------------------
Attest: Kenneth C. Anderson, Attest:
Vice President

35
<PAGE>

SCHEDULE "A"
============

AS AMENDED ON JUNE 13, 1996
---------------------------

TRUST ADMINISTRATION SERVICES TO BE PERFORMED
---------------------------------------------
ON BEHALF OF CT&T FUNDS
-----------------------
BY THE CHICAGO TRUST COMPANY
----------------------------

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

I. REGULATORY COMPLIANCE
---------------------

A. Compliance - Federal Investment Company Act of 1940.

1. Review, report and present for renewal.

a. Investment advisory contracts.
b. Fidelity bond.
c. Underwriting contracts
d. Distribution (12b-1) plan
e. Administration contracts.
f. Accounting contracts.
g. Custody contracts.
h. Transfer agent and shareholder services contracts.

2. Filings.

a. N-SAR (semi-annual report and annual report).
b. Initial registration statement on Form N-1A, post-effective
amendments on Form N-1A, and supplements ("stickers").
c. Notice pursuant to Rule 24f-2 (registration of indefinite
number of shares.
d. Filing fidelity bond under 17g-1
e. Filing shareholder reports under 30b2-1.
f. Proxy statement (when necessary).

3. Annual up-dates of biographical information and questionnaires
for Trustees and Officers.

B. Compliance - State "Blue Sky." (classes deemed separate funds for
filing purposes)

1. Blue Sky (state registration).

a. Registration of shares (initial/renewal).
b. Monitor sale of shares.
c. Report shares sold.
d. Filing of federal prospectus and contracts.
e. Filing annual and semi-annual reports with states.

36
<PAGE>

C. Compliance - Prospectus.

1. Analyze and review portfolio reports from Adviser regarding:

a. Compliance with investment objectives.
b. Maximum investment by company/industry size.

D. Compliance - Other.

1. Proxy when necessary.
2. Applicable stock exchange rules.
3. Applicable state tax laws.

II. CORPORATE BUSINESS AND SHAREHOLDER/PUBLIC INFORMATION
-----------------------------------------------------

A. Trustees/Management.

1. Preparation of Board meetings.

a. Agendas and resolutions-all necessary items of compliance.
b. Compile and distribute Board material.
c. Attend and record minutes of meetings.
d. Keep attendance records.
e. Maintain corporate records/minute book.

2. Preparation and distribution of periodic operation reports to
management.

B. Coordinate Proposals.

1. Printers.
2. Auditors.
3. Literature fulfillment.
4. Insurance.
5. Underwriters.

C. Maintain Corporate Calendars and Files.

1. General.
2. Blue sky.

D. Shareholder Meetings.

1. Preparation of proxy. (Matters to be voted on may be class
specific)
2. Conduct meeting.
3. Preparation of minutes and record ballot results.

37
<PAGE>

E. Release Corporate Information.

1. To shareholders.
2. To financial and general press.
3. To industry publications.

a. Distributions (dividends and capital gains).
b. Tax information.
c. Changes to prospectus.
d. Letters from management.
e. Funds' performance. (class specific)

4. Respond to:

a. Financial press, as authorized.
b. Miscellaneous shareholders inquiries.
c. Industry questionnaires.

5. Prepare, maintain and update monthly information manual.

F. Communications to Shareholders.

1. Coordinate printing and distribution of annual, semi-annual
reports, proxies and prospectuses.

III. FINANCIAL AND MANAGEMENT REPORTING
----------------------------------

A. Income and Expenses. (Class specific when applicable)

1. Preparation of monthly expense analysis.
2. Expense figures calculated and accrual levels set.
3. Monitoring of expenses paid and expense caps.
4. Approve and prepare authorization for the payment of expenses.
5. Checking Account Reconciliation. (monthly)
6. Write checks to pay vendors.
7. Calculation and payment of advisory fees.

B. Distributions to Shareholders. (Class specific)

1. Projections of distribution amounts.

a. Compliance with Sub-Chapter M income tax provisions.
b. Compliance with excise tax provisions - Schedules prepared.
c. Compliance with Investment Company Act of 1940.

2. Compilation and distribution for tax reporting for shareholders'
1099 Form.

38
<PAGE>

C. Financial Reporting.

1. Liaison between fund management and auditors.
2. Preparation of unaudited and audited reports to shareholders.
(semi-annually) (class specific, when applicable)
- Statement of Assets and Liabilities - shares, TNA and NAV at
class level
- Statement of Operations - prepared at fund level
- Statement of Changes in Net Assets - distributions and capital
stock at class level
- Financial Highlights (per share data/analysis) (class specific)
- Footnotes
- Schedule of Investments
- Performance Graphs for Annual Report
3. 60 day delivery to SEC and shareholders.
4. Preparation of semi-annual and annual N-SARS and Financial Data
Sheet (Financial Information)
5. Preparation of Post-effective financial statements (if
applicable)

D. Other Financial Analyses.

1. Sales information, portfolio turnover (monthly)
2. Performance Calculations (monthly) (class specific)
3. 1099 Miscellaneous - prepared for Directors/Trustees (annually)
4. 1099 Dividend insert card prepared - coordinate printing and
mailing (annually)
5. 1099-DIV Form - validate per share amounts and tax status
(annually

E. Review and Monitoring Functions.

1. Review accruals and reclassification entries. (class specific)
2. Review Financial Reporting generated entries to ensure proper
update by accounting, ensure proper money movement by reviewing
daily bank statements, expense analysis. Review capital stock
reconciliations.

3. Asset Diversification and Income Qualifications Tests - (1940
Act)
4. Analyze asset/liability accounts daily

F. Preparation and distribution of monthly operational reports to
management.

1. Management Statistics (Recap) (per class) - when applicable
a. portfolio
b. book gains/losses/per share
c. net income, book income/per share
d. Capital stock

39
<PAGE>

2. Performance Analysis
a. total return (per class)
b. monthly, quarterly, year to date, average annually
3. Short-Short Analysis
a. short-short income
b. gross income (components)
4. Portfolio Turnover
a. market value
b. cost of purchases
c. net proceeds of sales
d. average market value
5. Asset Diversification Test
a. gross assets
b. non-qualifying assets
c. 5% issuer
6. Activity Summary (per class)
a. shares sold, redeemed and reinvested
b. change in investment
c. change in price per share
d. net sales
7. Expense Analysis (per class)
a. accrued
b. paid

G. Provide rating agencies statistical data on a monthly and quarterly
basis.

H. For Money Market Funds - weekly Mark-to-Market review
- 5% test
- NAV variance

I. Board Package material (quarterly)
- Broker commissions
- dividends
- other schedules can be provided (additional fees may apply)

40
<PAGE>

SCHEDULE "B"
============

AS AMENDED ON JUNE 13, 1996
---------------------------

FEE SCHEDULE FOR CT&T FUNDS
---------------------------

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

(All fees are quoted for a term of one (1) year from effective date.)

ANNUAL ADMINISTRATION FEE
- -------------------------

.0009 On the First $200 Million of Average Net Assets
.0005 On the Next $300 Million of Average Net Assets
.0003 Over $500 Million of Average Net Assets

The above fee schedule is applicable to total aggregate net assets of the
Trust. Minimum annual fee is $50,000 for the first portfolio plus $10,000
per additional portfolio = presently $120,000.

In addition to the asset based fees listed above, an additional annual
charge of $15,000 applies to Class I of the Montag and Caldwell Growth
Fund.

Maximum annual fee for the fund family is $430,000.

OUT-OF-POCKET EXPENSES
- ----------------------

The Trust will reimburse The Chicago Trust Company monthly for all out-of-pocket
expenses, including, but not limited to: telephone; postage; telecommunications;
special reports; record retention; and travel costs.

ADDITIONAL SERVICES
- -------------------

Activities of a non-recurring nature such as fund consolidations, mergers, or
reorganizations will be subject to negotiation. To the extent the Trust should
decide to create additional Series, or decide to issue multiple/separate classes
of shares, additional fees will apply. Any enhanced services or reports will be
quoted upon request.

41
<PAGE>

SCHEDULE "C"
============

AS AMENDED ON JUNE 13, 1996
---------------------------

IDENTIFICATION OF SERIES
========================

Below are listed the Series to which services under this Agreement are to be
performed as of the execution date of this Agreement:

CT&T FUNDS
----------

This Schedule "C" may be amended from time to time by agreement of the parties.

42
<PAGE>

AMENDMENT TO SUB-ADMINISTRATION AGREEMENT
=========================================

This AGREEMENT, dated as of the 13th day of June , 1996 made by and between
THE CHICAGO TRUST COMPANY (the "Administrator"), an Illinois corporation, and
FUND/PLAN SERVICES, INC. (the "Sub-Administrator"), a Delaware corporation
(collectively, the "Parties"), with respect to CT&T FUNDS, a Delaware business
trust (the "Trust") operating as an open-end management investment company
registered under the Investment Company Act of 1940, as amended, duly organized
and existing under the laws of the State of Delaware.

WITNESSETH THAT:

WHEREAS, Chicago Title and Trust Company and Fund/Plan Services, Inc.
originally entered into a Sub-Administration Agreement dated June 15, 1995, as
amended December 21, 1995 (the "Sub-Administration Agreement"); and

WHEREAS, the Parties wish to amend the Sub-Administration Agreement to
provide for the issuance of separate classes of shares for the series
identified;

NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:

1. To amend Schedule "A" to the Agreement in the form attached hereto as
Schedule "A"; and

2. To amend Schedule "B" to the Agreement in the form attached hereto as
Schedule "B"; and

3. To amend Schedule "C" to the Agreement in the form attached hereto as
Schedule "C".

THE CHICAGO TRUST COMPANY FUND/PLAN SERVICES, INC.
- ------------------------- ------------------------

_____________________________ __________________________________
By: By: Kenneth J. Kempf, President

_____________________________ __________________________________
Attest: Attest: Janet F. Davis, Secretary

43
<PAGE>

SCHEDULE "A"
============

AS AMENDED ON JUNE 13, 1996
---------------------------

TRUST ADMINISTRATION SERVICES TO BE PERFORMED
---------------------------------------------
ON BEHALF OF THE CHICAGO TRUST COMPANY
--------------------------------------
BY FUND/PLAN SERVICES, INC.
---------------------------

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

I. REGULATORY COMPLIANCE
---------------------

A. Compliance - Federal Investment Company Act of 1940.

1. Review, report and present for renewal.

a. Investment advisory contracts.
b. Fidelity bond.
c. Underwriting contracts
d. Distribution (12b-1) plan
e Administration contracts.
f. Accounting contracts.
g. Custody contracts.
h. Transfer agent and shareholder services contracts.

2. Filings.

a. N-SAR (semi-annual report and annual report).
b. Initial registration statement on Form N-1A,
post-effective amendments on Form N-1A, and supplements
("stickers").
c. Notice pursuant to Rule 24f-2 (registration of indefinite
number of shares.
d. Filing fidelity bond under 17g-1
e. Filing shareholder reports under 30b2-1.
f. Proxy statement (when necessary).

3. Annual up-dates of biographical information and questionnaires
for Trustees and Officers.

B. Compliance - State "Blue Sky." (classes deemed separate funds for
filing purposes)

1. Blue Sky (state registration).

a. Registration of shares (initial/renewal).
b. Monitor sale of shares.
c. Report shares sold.

44
<PAGE>

d. Filing of federal prospectus and contracts.
e. Filing annual and semi-annual reports with states.

C. Compliance - Prospectus.

1. Analyze and review portfolio reports from Adviser regarding:

a. Compliance with investment objectives.
b. Maximum investment by company/industry size.

D. Compliance - Other.

1. Proxy when necessary.
2. Applicable stock exchange rules.
3. Applicable state tax laws.

II. CORPORATE BUSINESS AND SHAREHOLDER/PUBLIC INFORMATION
-----------------------------------------------------

A. Trustees/Management.

1. Preparation of Board meetings.

a. Agendas and resolutions - all necessary items of compliance.
b. Compile and distribute Board material.
c. Attend and record minutes of meetings.
d. Keep attendance records.
e. Maintain corporate records/minute book.

2. Preparation and distribution of periodic operation reports to
management.

B. Coordinate Proposals.

1. Printers.
2. Auditors.
3. Literature fulfillment.
4. Insurance.
5. Underwriters.

C. Maintain Corporate Calendars and Files.

1. General.
2. Blue sky.

45
<PAGE>

D. Shareholder Meetings.

1. Preparation of proxy. (Matters to be voted on may be class
specific)
2. Conduct meeting.
3. Preparation of minutes and record ballot results.

E. Release Corporate Information.

1. To shareholders.
2. To financial and general press.
3. To industry publications.

a. Distributions (dividends and capital gains).
b. Tax information.
c. Changes to prospectus.
d. Letters from management.
e. Funds' performance. (Class specific)

4. Respond to:

a. Financial press, as authorized.
b. Miscellaneous shareholders inquiries.
c. Industry questionnaires.

5. Prepare, maintain and update monthly information manual.

F. Communications to Shareholders.

1. Coordinate printing and distribution of annual, semi-annual
reports, proxies and prospectuses.

III. FINANCIAL AND MANAGEMENT REPORTING
----------------------------------

A. Income and Expenses. (Class specific when applicable)

46
<PAGE>

B. Distributions to Shareholders. (Class specific)

1. Projections of distribution amounts.

a. Compliance with Sub-Chapter M income tax provisions.
b. Compliance with excise tax provisions - Schedules prepared.
c. Compliance with Investment Company Act of 1940.

2. Compilation and distribution for tax reporting for shareholders'
1099 Form.

C. Financial Reporting.

1. Liaison between fund management and auditors.
2. Preparation of unaudited and audited reports to shareholders.
(semi-annually) (class specific, when applicable)
- Statement of Assets and Liabilities - shares, TNA and NAV at
class level
- Statement of Operations - prepared at fund level
- Statement of Changes in Net Assets - distribution and capital
stock at class level
- Financial Highlights (per share data/analysis) (class specific)
- Footnotes
- Schedule of Investments
- Performance Graphs for Annual Report
3. 60 day delivery to SEC and shareholders.
4. Preparation of semi-annual and annual N-SARs and Financial Data
Sheet (Financial Information)
5. Preparation of Post-effective financial statements (if
applicable)

D. Other Financial Analyses.

E. Review and Monitoring Functions.

47
<PAGE>

3. Asset Diversification and Income Qualifications Tests - (1940
Act)
4. Analyze asset/liability accounts daily

F. Preparation and distribution of monthly operational reports to
management.

1. Management Statistics (Recap) (per class) - when applicable
a. portfolio
b. book gains/losses/per share
c. net income, book income/per share
d. Capital stock
2. Performance Analysis
a. total return (per class)
b. monthly, quarterly, year to date, average annually
3. Short-Short Analysis
a. short-short income
b. gross income (components)
4. Portfolio Turnover
a. market value
b. cost of purchases
c. net proceeds of sales
d. average market value
5. Asset Diversification Test
a. gross assets
b. non-qualifying assets
c. 5% issuer
6. Activity Summary (per class)
a. shares sold, redeemed and reinvested
b. change in investment
c. change in price per share
d. net sales
7. Expense Analysis (per class)
a. accrued
b. paid

G. Provide rating agencies statistical data on a monthly and
quarterly basis.

H. For Money Market Funds - weekly Mark-to-Market review
- 5% test
- NAV variance

I. Board Package material (quarterly)
- Broker commissions
- dividends
- other schedules can be provided (additional fees may apply)

48
<PAGE>

SCHEDULE "B"
============

AS AMENDED ON JUNE 13, 1996
---------------------------

FEE SCHEDULE FOR CT&T FUNDS
---------------------------

-----------------------------
(All fees are quoted for a term of one (1) year from effective date.)

ANNUAL SUB-ADMINISTRATION FEE
- -----------------------------

.0009 On the First $200 Million of Average Net Assets
.0005 On the Next $300 Million of Average Net Assets
.0003 Over $500 Million of Average Net Assets

The above fee schedule is applicable to total aggregate net assets of the
Trust. Minimum annual fee is $50,000 for the first portfolio plus $10,000
per additional portfolio = presently $120,000.

In addition to the asset based fees listed above, an additional annual
charge of $15,000 applies to Class I of the Montag and Caldwell Growth
Fund.

Maximum annual fee for the fund family is $430,000.

OUT-OF-POCKET EXPENSES
- ----------------------

The Chicago Trust Company, in its capacity as Administrator to the Trust and on
behalf of the Trust, will reimburse Fund/Plan monthly for all out-of-pocket
expenses, including, but not limited to: telephone; postage; telecommunications;
special reports; record retention; and travel costs.

ADDITIONAL SERVICES
- -------------------

49
<PAGE>

SCHEDULE "C"
============

AS AMENDED ON JUNE 13, 1996
---------------------------

IDENTIFICATION OF SERIES
========================

Below are listed the Series to which services under this Agreement are to be
performed as of the execution date of this Agreement:

CT&T FUNDS
----------

This Schedule "C" may be amended from time to time by agreement of the parties.

<PAGE>

AMENDMENT TO ACCOUNTING SERVICES AGREEMENT
==========================================

This AGREEMENT, dated as of the 13th day of June, 1996 made by and between
CT&T FUNDS, a Delaware business trust (the "Trust") operating as an open-end
management investment company registered under the Investment Company Act of
1940, as amended, duly organized and existing under the laws of the State of
Delaware and FUND/PLAN SERVICES, INC. ("Fund/Plan"), a corporation duly
organized and existing under the laws of the State of Delaware (collectively,
the "Parties").

WITNESSETH THAT:

WHEREAS, the Trust and Fund/Plan originally entered into an Accounting
Services agreement dated November 30, 1993, as amended on June 16, 1994, March
15, 1995 and December 21, 1995 (the "Agreement"); and

WHEREAS, the Parties wish to amend the Agreement to provide for the
issuance of separate classes of shares for the series identified;

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:

1. To amend Schedule "A" to the Agreement in the form attached hereto as
Schedule "A"; and

2. To amend Schedule "B" to the Agreement in the form attached hereto as
Schedule "B"; and

3. To amend Schedule "C" to the Agreement in the form attached hereto as
Schedule "C".

CT&T FUNDS FUND/PLAN SERVICES, INC.
- ---------- ------------------------

__________________________________ ___________________________________
By: Andrew P. Mayo, President By: Kenneth J. Kempf, President

__________________________________ ___________________________________
Attest: Kenneth C. Anderson, V. P. Attest: Janet F. Davis, Secretary

51
<PAGE>

SCHEDULE "A"
============

AS AMENDED ON JUNE 13, 1996
---------------------------

ACCOUNTING & PORTFOLIO VALUATION SERVICES

DAILY ACCOUNTING SERVICES
-------------------------

1) Calculate Net Asset Value Per Share:
------------------------------------
Series Level
. Update the daily market value of securities held by the Trust using
Fund/Plan Services' standard agents for pricing domestic equity, bond
and money market securities. The standard domestic equity pricing
services are Reuters, Inc., Muller Data or Interactive Data. Muller
Data Corporation, Interactive Data and Telerate Systems, Inc. are used
for bond and money market prices/yields. Bloomberg is available and
used for price research.
. If necessary, enter limited number of manual prices supplied by the
Trust and/or broker.
. Review variance reporting on-line and in hard copy for price changes
in individual securities using variance levels established by the
Trust. Verify US dollar security prices exceeding variance levels by
notifying client and pricing sources of noted variances.
. Review for ex-dividend items indicated by pricing sources; trace to
general ledger for agreement.

Series and Each Class
. Prepare NAV proof sheets. Review components of change in NAV for
reasonableness. Complete Fund and Class control proofs.
. Allocate daily unrealized Fund appreciation/depreciation, and
unrealized gains/losses on futures and forwards to classes based upon
value of outstanding class shares.
. Communicate required pricing information to the Trust, Fund/Plan
Services' Transfer Agent and, electronically, to NASDAQ.

2) Complete Money Market (Daily Dividend) Fund Requirements:
---------------------------------------------------------
Series Level
. Provide money market original and amortized cost schedules in
accordance with valuing the Fund based on amortized cost.

Series and Each Class
. Calculate net investment income available for distribution daily.
. Calculate daily dividend rate, and 1, 7, 30-day yields.
. Supply Transfer Agent and client with distribution rates.
. Verify system calculated dollar weighted average maturity.
. Communicate required information electronically to NASDAQ, if
applicable.

52
<PAGE>

3) Determine and Report Cash Availability to Fund by 9:30 AM Eastern Time:
-----------------------------------------------------------------------
Series Level
. Receive daily cash and transaction statements from the Custodian by
8:30 AM Eastern time.
. Receive daily shareholder activity reports from Fund/Plan Services'
Transfer Agent by 8:30 AM Eastern time.
. Fax hard copy Cash Availability calculations with all details to the
Trust.
. Supply the Trust with 3-day cash projection report.
. Prepare and complete daily bank cash reconciliations including
documentation of any reconciling items and notify the Custodian and
Trust.

4) Reconcile and Record All Daily Expense Accruals:
------------------------------------------------
Series Level
. Accrue expenses based on the Trust's supplied budget either as
percentage of the Trust's net assets or specific dollar amounts.
. If applicable, monitor expense limitations established by the Trust.
. If applicable, accrue daily amortization of Organizational Expense.

Series and Each Class
. Class specific accruals completed such as daily accrual of 12(b)1
expenses.
. Allocate Fund expenses to classes based upon value of outstanding
class shares.

5) Verify and Record All Daily Income Accruals for Debt Issues:
------------------------------------------------------------
Series Level
. Review and verify all system generated Interest and Amortization
reports.
. Establish unique security codes for bond issues to permit segregated
Trial Balance income reporting.

Series and Each Class
. Allocate Fund income to classes based upon value of outstanding class
shares.

6) Monitor Domestic Securities Held for Cash Dividends, corporate actions and
capital changes such as splits, mergers, spinoffs, etc. and process
appropriately.
Series Level
. Monitor electronically received information from Muller Data
Corporation for all domestic securities.
. Review current daily security trades for dividend activity.
. Interface with Custodian to monitor timely collection and postings of
corporate actions, dividends and interest.

Series and Each Class
. Allocate Fund dividend income to classes based upon value of
outstanding class shares.

7) Enter All Security Trades on Investment Accounting System (IAS) based on
---------------------------------------------------------------
written instructions from the Trust.
Series Level
. Review system verification of trade and interest calculations.
. Verify settlement through the Custodian statements.

53
<PAGE>

. Maintain security ledger transaction reporting.
. Maintain tax lot holdings.
. Determine realized gains or losses on security trades.
. Provide complete broker commission reporting.

Series and Each Class
. Allocate all Fund level realized and unrealized gains/losses to
classes based upon value of class outstanding shares.

8) Enter All Fund Share Transactions on IAS:
-----------------------------------------
Each Class
. Process activity identified on the Fund/Plan Services' Transfer Agent
reports.
. Verify settlement through the Custodian statements.
. Reconcile to the Fund/Plan Services' Transfer Agent report balances.
. Roll each classes capital share value into each Fund and determine
allocation percentages based upon the value of each classes'
outstanding shares to the Fund total.

9) Prepare and Reconcile/Prove Accuracy of the Daily Trial Balance
---------------------------------------------------------------
(listing all asset, liability, equity, income and expense accounts)
Series Level
. Post manual entries to the general ledger.
. Post custodian bank activity.
. Post shareholder and security transactions.
. Post and verify system generated activity, i.e., income and expense
accruals.

Series and Each Class
. Prepare general ledger net cash proof used in NAV calculation.
. Post class specific shareholder activity and roll values into each
Fund.
. Allocate all Fund level net cash accounts on the Fund Trial Balance
to each specific class based upon value of class outstanding shares.
. Maintain allocated Trial Balance accounts on class specific Allocation
Reports.
. Maintain class-specific expense accounts.
. Prepare class-specific proof/control reports to ensure accuracy of
allocations.

10) Review and Reconcile With Custodian Statements:
-----------------------------------------------
Series Level
. Verify all posted interest, dividends, expenses, and shareholder and
security payments/receipts, etc. (Discrepancies will be reported to
and resolved by the Custodian.)
. Post all cash settlement activity to the Trial Balance.
. Reconcile to ending cash balance accounts.
. Clear IAS subsidiary reports with settled amounts.
. Track status of past due items and failed trades handled by the
Custodian.

54
<PAGE>

11) Submission of Daily Accounting Reports to the Trust: (Additional reports
----------------------------------------------------
readily available.)
. Non-Money Market Fund
---------------------
Series Level
- Portfolio Valuation (listing inclusive of holdings, costs, market
values, unrealized appreciation/depreciation and percentage of
portfolio comprised of each security).
- Cash Availability
- 3-Day Cash Projection Report

Series and Each Class
- Fund Trial Balance and Class Allocation Report
- NAV Calculation Report

. Money Market Fund
-----------------
Series Level
- Cash Availability and 3-Day Cash Projection Reports
- Dollar Weighted Average Maturity

Series and Each Class
- Fund Trial Balance and Class Allocation Report
- NAV Calculation Report with Daily Distribution Rate
- Daily, 7-day and 30-day yield calculations

55
<PAGE>

WEEKLY ACCOUNTING SERVICES
--------------------------

For each Series if applicable, submit Money Market Fund Mark-to-Market
Report and Interest and Amortization schedule to client (based on client or
vendor supplied money market yields or prices).

MONTHLY ACCOUNTING SERVICES
---------------------------

1) For each Series, full Financial Statement Preparation (automated
Statements of Assets and Liabilities, of Operations and of Changes in Net
Assets) and submission to the Trust by 10th business day.
. Class specific capital share activity and expenses will be disclosed
also.

2) Submission of Monthly Automated IAS Reports to the Trust:
---------------------------------------------------------
Series Level
. Security Purchase/Sales Journal
. Interest and Maturity Report
. Brokers Ledger (Commission Report)
. Security Ledger Transaction Report with Realized Gains/Losses
. Security Ledger Tax Lot Holdings Report
. Additional reports available upon request

3) Reconcile Accounting Asset Listing to Custodian Asset Listing:
--------------------------------------------------------------
Series Level
. Report any security balance discrepancies to the Custodian and the
Trust Funds.

4) Provide Monthly Analysis and Reconciliation of Additional Trial Balance
-----------------------------------------------------------------------
Accounts, such as:
---------
Series Level
. Security cost and realized gains/losses
. Interest/dividend receivable and income
. Payable/receivable for securities purchased and sold

Series and Each Class
. Payable/receivable for fund shares; issued and redeemed
. Expense payments and accruals analysis

5) If Appropriate, Prepare and Submit to the Trust:
------------------------------------------------
Series Level
. SEC yield reporting (non-money market funds with domestic and ADR
securities only).

Series and Each Class Level
. Income by state reporting
. Standard Industry Code Valuation Report
. Alternative Minimum Tax Income segregation schedule

56
<PAGE>

ANNUAL (AND SEMI-ANNUAL) ACCOUNTING SERVICES
--------------------------------------------

1) Assist and supply the Trusts' independent auditors with schedules
supporting securities and shareholder transactions, income and expense
accruals, etc. for each fund and each class during the year in accordance
with standard audit assistance requirements.

2) Provide NSAR Reporting (Accounting Questions):
----------------------------------------------

If applicable for fund and classes, answer the following items:
2, 12B, 20, 21, 22, 23, 28, 30A, 31, 32, 35, 36, 37, 43, 53, 55, 62, 63,
64B, 71, 72, 73, 74, 75, 76

57
<PAGE>

ACCOUNTING SERVICES UNIT BASIC ASSUMPTIONS
CT&T FUNDS
----------

The Fund/Plan Accounting Services Unit (ASU) is pleased to offer the Trust
the comprehensive level of service necessary for proper portfolio accounting and
valuation.

The Accounting fees are based on certain assumptions made upon information
received from CT&T and review of the Trust's draft Prospectus and Statement of
Additional Information. To the extent these assumptions and requirements should
change, fee revisions may be necessary.

BASIC ASSUMPTIONS:
- -----------------

1) Fund/Plan Services' Administration Unit will complete the necessary
compliance reports (Sub-Chapter "M").

2) It is assumed that the portfolio asset composition will be primarily
specifics as identified in the prospectus for the Trust exclusive of
domestic and foreign currency derivative products. Trading activity
is expected to be less than 30 trades per month with an annual
turnover rate not to exceed 100%.

It is our understanding that the Trust may utilize Purchases In-Kind
as a method of shareholder subscriptions. Securities submitted to the
Trust are expected to be US dollar-denominated only. ASU will provide
the Trust with recommended procedures to properly handle and process
security In-Kinds. To the extent the client prefers procedures other
than those provided by Fund/Plan Services, additional fees will apply.
(Discussions must take place in advance between Fund/Plan Services and
the Trust to clarify the appropriate In-Kind operational procedures to
be followed.)

3) Each Fund has a tax year-end which coincides with its fiscal year-end.
No additional accounting requirements are necessary to identify or
maintain book-tax differences. To the extent tax accounting for
certain securities differs from the book accounting, it will be done
by Fund/Plan Services as Administrator or KPMG as the Independent
Accountant.

ASU will supply segregated Trial Balance account details to assist the
administrator in proper identification by category of all appropriate
realized gains/losses.

4) The Funds would foresee no difficulty in using Fund/Plan's standard
current pricing agents for domestic equity, bond, money market and ADR
securities. We currently use Muller Data Corp., Reuters, Inc. and
Interactive Data ("IDC") for domestic equities and listed ADR's,
Muller Data Corporation and IDC are used for bonds and synthetic
ADR's. Telerate Systems, Inc. is also used for bond or money market
prices.

It is assumed that the Accounting Unit will work closely with the
Trust to ensure the accuracy of the Trust's NAV and to obtain the most
satisfactory pricing sources and specific methodologies.

<PAGE>

5) To the extent the Trust requires daily security prices (limited in
number) from specific brokers for domestic securities, these manual
prices will be obtained by the Trust's Investment Advisors (or
brokers) and faxed to ASU by approximately 4:00 PM Eastern time for
inclusion in the NAV calculations. The Trust will supply ASU with the
appropriate pricing contacts for these manual quotes.

Based on our current clients' experience, we believe the Trust's
Investment Advisor will have better success in obtaining accurate and
timely broker quotes on a more consistent basis than Fund/Plan
Services.

6) To the extent the Funds should ever purchase/hold open-end registered
investment companies (RIC's), procedural discussions should take place
between ASU and Fund management clarifying the appropriate pricing and
dividend rate sources. Depending on the methodologies selected by the
Trust, additional fees may apply.

7) ASU will supply daily Portfolio Valuation Reports to the Trust's
Advisor identifying current security positions, original/amortized
cost, security market values and changes in unrealized
appreciation/depreciation.

It will be the responsibility of the Trust's Advisor to review these
reports and to promptly notify ASU of any possible problems, trade
discrepancies, incorrect security prices or corporate action/capital
change information that could result in a misstated Fund NAV.

8) The Trust does not expect to invest in Futures, swaps, derivatives,
hedges or foreign (non-U.S. dollar denominated) securities. To the
extent these investment strategies should change, additional fees will
apply after the appropriate procedural discussions have taken place
between ASU and Fund management. (Advance notice is requested should
the Funds commence trading in these investments.)

9) It is assumed for all debt issues that the Advisor will supply the
Accounting Unit with critical income information such as accrual
methods, interest payment frequency details, coupon payment dates,
floating rate reset dates, and complete security descriptions with
issue types and cusip numbers. If applicable for proper income
accrual accounting, ASU will look to the Funds' Advisor to supply the
YTM and related cash flow yields for the mortgage/asset backed
securities and IO/PO positions held in the Funds.

10) It is assumed that Fund/Plan Services' Custody Unit will provide the
Accounting Unit with daily Custodian statements reflecting all prior
day cash activity on behalf of each portfolio by 8:30 AM Eastern time.
Complete and clear descriptions of any postings, inclusive of cusip
numbers, interest/dividend payment dates, capital stock details,
expense authorizations, beginning/ending balances, etc. will be
provided by the Custodian's reports or system.

11) It will be the responsibility of the Custodian to supply capital
change information and interest rate changes to Accounting in a timely
manner. The advisor will supplement and support as appropriate. ASU
will also receive supplemental capital change and dividend information
from Muller Data Corporation as the pricing vendor for the Funds'
securities.

<PAGE>

12) It is assumed that the Trust's Custodian will handle and report on all
settlement problems, failed trades and resolve unsettled dividends/
interest and capital changes. The Custodian will process all
applicable capital change paperwork based upon advice from the Trust.
ASU will supply segregated Trial Balance reporting and supplemental
reports to assist in this process.

13) With respect to Mortgage/Asset-Backed securities such as GNMA's,
FHLMC's, FNMA's, CMO's, ARM's, etc., the Custodian (or a Trust
supplied source) will provide ASU with current principal repayment
factors on a timely basis in accordance with the appropriate
securities' schedule. Income accrual adjustments (to the extent
necessary) based upon initial estimates will be completed by ASU when
actual principal/income payments are collected by the Custodian and
reported to ASU.

14) To the extent applicable, Accounting will maintain US dollar
denominated qualified covered call options and index options reporting
on the daily Trial Balance and value the respective options and
underlying positions daily. To the extent tax classifications are
required, they will be done by Fund/Plan Services' Administration Unit
or the Trust's independent auditors.

The Funds do not currently expect to invest in domestic options or
designated hedges. (Advance notice is requested should the Fund
commence trading in the above investments to clarify operational
procedures between ASU and the advisor.)

15) To the extent the Funds should establish a Line of Credit in
segregated accounts with NatWest for temporary administrative
purposes, and/or leveraging/hedging the portfolio, the investment
advisor will complete the appropriate paperwork/monitoring for
segregation of assets and adequacy of collateral. Accounting will
reflect appropriate Trial Balance account entries and interest expense
accrual charges on the daily Trial Balance adjusting as necessary at
month-end.

16) The Funds do not expect to participate in Security Lending,
Leveraging, Precious Metals, Short Sales, or Foreign Currency (non-US
dollar denominated) Futures and Options within their portfolio
securities. To the extent they do so in the future, additional fees
will apply.

17) The Trust's management or Fund/Plan Services' Administration Unit will
supply ASU with portfolio specific expense accrual procedures and
monitor the expense accrual balances for adequacy based on outstanding
liabilities monthly. Fund/Plan Services' Administration Unit will
promptly communicate to the Accounting Unit any adjustments needed.

18) Specific deadlines and complete Fund-supplied information will be
identified for all security trades in order to minimize any settlement
problems, NAV miscalculations or income accrual adjustments.

Trade Authorization Forms, with the appropriate officer's signature,
should be supplied to the ASU on all security trades placed by the
Funds no later than settlement date by 11:00 AM Eastern time for money
market issues (It is assumed trade date equals settlement date for
money market issues.), and by 11:00 AM Eastern time on trade date plus
one for non-money market securities. Receipt of trade information
within these identified deadlines may be via

<PAGE>

telex, fax, or on-line system access. The investment advisor will
communicate all trade information directly to the Funds' Custody
Administrator and the Fund/Plan Services' Custody Administrator will
communicate to ASU in accordance with the above stated deadlines. For
security trade information called in after the above stated deadlines,
there is no assurance it can be included in that day's work.

Money market trades will be communicated directly to the Custody
Administrator by the investment advisor. The advisor and/or Custody
Administrator will then supply ASU with the trade details in
accordance with the above stated deadlines.

CUSIP numbers and/or ticker symbols for all US dollar denominated
trades will be supplied by the Investment Advisor via the Trade
Authorization, telex or on-line support. We would find it difficult
to be responsible for NAV changes or distribution rate adjustments
that resulted from incomplete information about a trade.

19) It is assumed that the Advisor or Fund/Plan Services' Administration
Unit will complete the applicable performance and rate of return
calculations as required by the SEC for the Funds.

20) With respect to amortization and accretion requirements for the debt
issues in the Funds, the ASU Investment Accounting System (IAS) offers
a very comprehensive and fully automated level of support. We
calculate market discounts and acquisition premiums either utilizing
the straight-line or yield-to-maturity (scientific) method. It is
extremely important that the Funds' requirements and proper
amortization procedures be clarified prior to start up.

It is assumed that the Funds will not hold any issues with Original
Issue Discounts (OID). It is our position that OID is a tax
requirement and, as such, not necessarily reflected on the books of
the Funds. ASU's current clients have not required any OID support.
To the extent the Funds should, in the future, own securities with
OID, it is expected that the Funds' auditors will complete the
necessary OID adjustments for financial statements and/or tax
reporting.

21) Except for Montag and Caldwell Growth Fund, the Funds are not
currently expected to issue separate classes of shares. To the
extent they do so, additional fees will be negotiated.

<PAGE>

SCHEDULE "B"
============

AS AMENDED ON JUNE 13, 1996
---------------------------

FEE SCHEDULE FOR
CT&T FUNDS
----------

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

FUND ACCOUNTING AND PORTFOLIO VALUATION FEES
- --------------------------------------------
(Investments in Domestic US Dollar denominated securities only)

I. Annual Fee Schedule Per Portfolio: (1/12th payable monthly)
---------------------------------
Single Class
------------
$24,000 On the First $ 10 Million of Average Net Assets
.0004 On the Next $ 40 Million of Average Net Assets
.0003 On the Next $ 50 Million of Average Net Assets
.0002 On the Next $100 Million of Average Net Assets
.0001 Over $200 Million of Average Net Assets

Dual Class:
-----------
Annual Fee Schedule per Domestic Dual Class Portfolio
-----------------------------------------------------
$36,000 On the First $ 10 Million of Combined Classes' Average Net Assets
.0004 on the Next $ 40 Million of Combined Classes' Average New Assets
.0003 on the next $ 50 Million of Combined Classes' Average Net Assets
.0002 on the next $100 Million of Combined Classes' Average Net Assets
.0001 on the next $300 Million of Combined Classes' Average Net Assets
.00005 Over $500 Million of Combined Classes' Average Net Assets

The above asset based fee is calculated using the total average net assets of
the Portfolio.

II. Pricing Service Quotation Fee:
-----------------------------
(Based on individual CUSIP or security identification numbers.)

Specific costs will be identified based upon options selected by the
client and will be billed monthly.

A) MULLER DATA CORPORATION * (if applicable)
* Based on current vendor costs, subject to change.

Mortgage-backed/
Government/Corporate Short &
Long Term Quotes $ .50 per Quote per Bond

62
<PAGE>

Tax-Exempt Short & Long Term Quotes $ .55 per Quote per Bond
CMOs/ARMs/ABS $1.00 per Quote per Bond
Minimum Weekly File Transmission is Assumed

Fund/Plan does not currently pass along charges for the domestic
equity prices, dividend and capital change information transmitted
daily to Fund/Plan Services from Muller Data Corporation.

B) TELERATE SYSTEMS, INC. * (if applicable)
* Based on current vendor costs, subject to change.

C) FUTURES AND FORWARD CURRENCY CONTRACTS $2.00 per Issue per
Day

D) REUTERS, INC.*
* BASED ON CURRENT VENDOR COSTS, SUBJECT TO CHANGE.

Fund/Plan does not currently pass along charges for the domestic
security prices supplied by Reuters, Inc.

E) INTERACTIVE DATA CORP. * (if applicable)
* Based on current vendor costs, subject to change.

Domestic Equities and Options $ .15 per Quote per
Issue
Corporate/Government/Agency Bonds including
Mortgage-Backed Securities (evaluated,
seasoned, and/or closing) $ .50 per Quote per
Issue
US Municipal Bonds and Collateralized Mortgage
Obligations $ .80 per Quote per
Issue

Domestic Dividends and Capitalization Changes $3.50 per Month per
Holding

INTERACTIVE DATA ALSO TO CHARGES MONTHLY TRANSMISSION COSTS AND DISK
STORAGE CHARGES.

F) KENNY S&P*
* Based on current vendor costs, subject to change.

III. Yield Calculation: (if applicable)
------------------

Provide up to 12 reports per year to reflect the yield calculations for non-
money market funds required by the SEC. $1,000 per year per Fund (US dollar
denominated securities only). If dual class fund, then $1,000 per year per
Class (U.S. dollar denominated securities only).

63
<PAGE>

OUT-OF-POCKET EXPENSES
- ----------------------

The Funds will reimburse Fund/Plan Services monthly for all out-of-pocket
expenses, including telephone, postage, telecommunications, special reports,
record retention and the cost of copying and sending materials to auditors.

ADDITIONAL SERVICES
- -------------------

To the extent the Funds commence using investment techniques such as Security
Lending, Short Sales, Futures, Leveraging, Precious Metals, and/or non-US dollar
denominated trading and currency, additional fees will apply.

Activities of a non-recurring nature such as shareholder in-kinds, fund
consolidations, mergers, or reorganizations will be subject to negotiation. To
the extent the Funds should decide to issue multiple/separate classes of shares,
additional fees will apply. Any additional enhanced services, programming
requests, or reports will be quoted upon request.

This Schedule may be amended to reflect the addition of other services/reports.

64
<PAGE>

SCHEDULE "C"
============

AS AMENDED ON JUNE 13, 1996
---------------------------

IDENTIFICATION OF SERIES
========================

Below are listed the Series to which services under this Agreement are to be
performed as of the execution date of this Agreement:

CT&T FUNDS
----------

This Schedule "C" may be amended from time to time by agreement of the parties.

<PAGE>

KPMG Peat Marwick LLP

CONSENT OF INDEPENDENT AUDITORS

The Board of Trustees and Shareowners
of CT&T Funds:

We consent to the use of our report included in the Statement of Additional
Information which is incorporated by reference into the Prospectus and to the
reference to our Firm under the heading "Financial Highlights" in the
Prospectus.

KPMG Peat Marwick LLP

Chicago, Illinois
April 12, 1996

<PAGE>

CT&T FUNDS

MULTIPLE CLASS PLAN
PURSUANT TO RULE 18F-3

CT&T Funds (the "Fund") hereby adopts this plan pursuant to Rule 18f-3 under the
Investment Company Act of 1940 (the "1940 Act"), which sets forth the separate
distribution arrangements and expense allocations of each of classes of the
series of the Fund's shares.

CLASS CHARACTERISTICS

Each class of shares will represent interest in the same portfolio of
investments of a series of the Fund, and be identical in all respects to each
other class, except as set forth below.

Class N: Class N shares will not be subject to an initial sales charge or
a contingent deferred sales charge and will have a Rule 12b-1 plan
with a fee of .25% of average daily net assets. Class N shares would
be offered to investors with a minimum initial investment of $50.

Class I: Class I shares will not be subject to an initial sales charge or
a contingent deferred sales charge or a Rule 12b-1 plan. Class I
shares would be offered to investors with a minimum initial
investment of $40 million.

The only differences among the various classes of shares of the same series
of the Fund will relate solely to: (a) distribution fee payments associated with
a Rule 12b-1 plan for a particular class of shares and any other costs relating
to implementing or amending such plan (including obtaining shareholder approval
of such plan or any amendment thereto), which will be borne solely by
shareholders of such class or classes; (b) different class expenses, which will
be limited to the following expenses determined by the Trustees to be
attributable to a specific class of shares; (i) printing and postage expenses
related to preparing and distributing materials such as shareholder reports,
prospectuses, and proxy statements to current shareholders of a specific class;
(ii) Securities and Exchange Commission registration fees and state "blue sky"
fees incurred by a specific class; (iii) litigation or other legal expenses
relating to a specific class; (iv) Trustee fees or expenses incurred as a result
of issues relating to a specific class; and (v) accounting expenses relating to
a specific class; (voting rights related to any Rule 12b-1 Plan affecting a
specific class of shares); (c) different transfer agency fees attributable to a
specific class; (d) exchange privileges; and (e) class names or designations.
Any additional incremental expenses not specifically identified above that are
subsequently identified and determined to be properly applied to one class of
shares of any series of the Fund shall be so applied to one class of shares of a
series of the Fund upon approval by a majority of the Trustees, including a
majority of Trustees who are not interested persons of the Fund.

INCOME AND EXPENSE ALLOCATION

Certain expenses attributable to the Fund, and not to a particular series
will be borne by each class on the basis of the relative aggregate net assets of
the series. Expenses that are attributable to a particular series, but not to a
particular class thereof, will be borne by each class of such series on the

67
<PAGE>

basis of relative net assets of the classes. Notwithstanding the foregoing, the
investment manager or other service provider may waive or reimburse the expenses
of a specific class or classes to the extent permitted under Rule 18f-3 under
the 1940 Act.

A class of shares may bear expenses that are directly attributable to such
class as set forth above.

DIVIDENDS AND DISTRIBUTIONS

Dividends and other distributions paid by a series of the Fund to each
class of shares, to the extent that any dividends are paid, will be calculated
in the same manner, at the same time, on the same day, and will be in the same
amount, except that any distribution fees, service fees and class expenses
allocated to a class will be borne exclusively by that class.

EXCHANGES AND CONVERSIONS

Shares of any series of the Fund will be exchangeable with shares of the
same class of shares of another series of the Fund to the extent such shares are
available. Exchanges will comply with all applicable provisions of Rule 11a-3
under the 1940 Act. Shares may convert into shares of another class pursuant to
such term and conditions as may be set forth in the prospectus.

GENERAL

Any distribution arrangement of the Fund, including distribution fees
pursuant to Rule 12b-1 under the 1940 Act, will comply with Article III, Section
26 of the Rules of Fair Practice of the National Association of Securities
Dealers, Inc.

Any material amendment to this Plan must be approved by a majority of the
Board of Trustees of the Fund, including a majority of those Trustees who are
not interested persons of the Fund.

Date:_________________________________ , 1996

<PAGE>

<ARTICLE> 6
<CIK> 0000912036
<NAME> CT&T FUNDS
<SERIES>
<NUMBER> 1
<NAME> CHICAGO TRUST GROWTH & INCOME
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-01-1994
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 168313951
<INVESTMENTS-AT-VALUE> 172622706
<RECEIVABLES> 236742
<ASSETS-OTHER> 8785
<OTHER-ITEMS-ASSETS> 15581
<TOTAL-ASSETS> 172883814
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 588109
<TOTAL-LIABILITIES> 588109
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 166884192
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<PAGE>

<ARTICLE> 6
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<NAME> CT&T FUNDS
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<NAME> CHICAGO TRUST BOND FUND
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</TABLE>

<PAGE>

<ARTICLE> 6
<CIK> 0000912036
<NAME> CT&T FUNDS
<SERIES>
<NUMBER> 3
<NAME> CHICAGO TRUST MUNICIPAL BOND FUND
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<S> <C>
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</TABLE>

<PAGE>

<ARTICLE> 6
<CIK> 0000912036
<NAME> CT&T FUNDS
<SERIES>
<NUMBER> 4
<NAME> CHICAGO TRUST MONEY MARKET FUND
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<S> <C>
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</TABLE>

<PAGE>

<ARTICLE> 6
<CIK> 0000912036
<NAME> CT&T FUNDS
<SERIES>
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<NAME> CHICAGO TRUST TALON FUND
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</TABLE>

<PAGE>

<ARTICLE> 6
<CIK> 0000912036
<NAME> CT&T FUNDS
<SERIES>
<NUMBER> 6
<NAME> MONTAG & CALDWELL GROWTH FUND
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<S> <C>
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</TABLE>

<PAGE>

<ARTICLE> 6
<CIK> 0000912036
<NAME> CT&T FUNDS
<SERIES>
<NUMBER> 7
<NAME> MONTAG & CALDWELL BALANCED FUND
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<S> <C>
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</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<PAGE>

<ARTICLE> 6
<CIK> 0000912036
<NAME> CT&T FUNDS
<SERIES>
<NUMBER> 8
<NAME> CHICAGO TRUST ASSET ALLOCATION
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</TABLE>

<PAGE>

<ARTICLE> 6
<CIK> 0000912036
<NAME> CT&T FUNDS
<SERIES>
<NUMBER> 8
<NAME> CHICAGO TRUST ASSET ALLOCATION FUND
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<S> <C>
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