CT&T FUNDS, 497, 1996-04-26

CT&T FUNDS
497, 1996-04-26

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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
==========

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

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

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.

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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
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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
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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
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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.