CT&T FUNDS, 497, 1997-03-07

CT&T FUNDS
497, 1997-03-07

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<PAGE>

PROSPECTUS
(WITH APPLICATION)

FEBRUARY 28, 1997

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

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

<PAGE>

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

PROSPECTUS

FEBRUARY 28, 1997

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

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

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

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

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

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

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

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

CHICAGO TRUST MUNICIPAL BOND FUND seeks a high level of current interest
income exempt from Federal income taxes consistent with the conservation of
capital. The Fund will seek to achieve its objective by investing substantially
all of its assets in a diversified portfolio of primarily intermediate-term
municipal debt obligations.

1
<PAGE>

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

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

This Prospectus sets forth concisely the information a prospective investor
should know before investing in any of the above Funds. Investors should read
and retain this Prospectus for future reference. Additional information about
the Funds is contained in the Statement of Additional Information dated
February 28, 1997 which has been filed with the Securities and Exchange
Commission and is available upon request and without charge from the Company,
at the addresses and telephone numbers below. The Statement of Additional
Information is incorporated by reference into this Prospectus.

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

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

CT&T Funds Investment Advisors:
- ---------- -------------------
171 North Clark Street
Chicago, IL 60601-3294 The Chicago Trust Company
(800) 992-8151 171 North Clark Street
Chicago, IL 60601-3294
(800) 992-8151

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

2
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUMMARY..................................................... 4
EXPENSE INFORMATION.................................................... 6
FINANCIAL HIGHLIGHTS................................................... 9
INVESTMENT OBJECTIVES AND POLICIES..................................... 15
MONTAG & CALDWELL GROWTH FUND......................................... 15
CHICAGO TRUST GROWTH & INCOME FUND.................................... 16
CHICAGO TRUST TALON FUND.............................................. 17
CHICAGO TRUST ASSET ALLOCATION FUND................................... 17
MONTAG & CALDWELL BALANCED FUND....................................... 18
CHICAGO TRUST BOND FUND............................................... 19
CHICAGO TRUST MUNICIPAL BOND FUND..................................... 21
CHICAGO TRUST MONEY MARKET FUND....................................... 22
INVESTMENT STRATEGIES AND RISK CONSIDERATIONS.......................... 23
MANAGEMENT OF THE FUNDS................................................ 31
PORTFOLIO MANAGEMENT METHODS........................................... 33
ADMINISTRATION OF THE FUNDS............................................ 35
PURCHASE OF SHARES..................................................... 36
EXCHANGE OF SHARES..................................................... 38
REDEMPTION OF SHARES................................................... 38
ACCOUNT OPTIONS........................................................ 40
DISTRIBUTION PLANS..................................................... 41
NET ASSET VALUE........................................................ 41
DIVIDENDS AND TAXES.................................................... 42
PERFORMANCE OF THE FUNDS............................................... 43
GENERAL INFORMATION.................................................... 44
APPENDIX
--------
Debt Ratings........................................................... 46
</TABLE>

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

3
<PAGE>

PROSPECTUS SUMMARY

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

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

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

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

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

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

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

4
<PAGE>

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

The minimum initial investment for regular accounts, (other than Individual
Retirement Accounts ("IRAs") and Uniform Gift to Minor Accounts ("UGMAs")), is
$2,500 for each Fund, and the minimum subsequent investment is $50, except for
accounts opened through a fund network. In such case, the minimums of the fund
network will apply. The minimum initial investment for IRAs and UGMAs is $500,
and the minimum subsequent investment for IRAs and UGMAs is $50. The minimum
initial and subsequent investment for those enrolled in the Automatic
Investment Plan is $50. The Funds do not impose any sales load, redemption or
exchange fees. MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST GROWTH & INCOME
FUND, CHICAGO TRUST TALON FUND, CHICAGO TRUST ASSET ALLOCATION FUND, MONTAG &
CALDWELL BALANCED FUND, CHICAGO TRUST BOND FUND, and CHICAGO TRUST MUNICIPAL
BOND FUND have a Distribution Plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "1940 Act"). See "DISTRIBUTION PLANS." The
public offering price for shares of each of the Funds is the net asset value
per share next determined after receipt of a purchase order in proper form.
MONTAG & CALDWELL GROWTH FUND offers two classes of shares; only Class N shares
for retail investors are offered by this Prospectus. See "PURCHASE OF SHARES"
and "GENERAL INFORMATION."

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

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

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

5
<PAGE>

MANAGEMENT OF THE FUNDS
- -----------------------

Chicago Trust Company ("Chicago Trust"), 171 North Clark Street, Chicago,
Illinois 60601, an Illinois corporation, provides investment advisory services
to CHICAGO TRUST GROWTH & INCOME FUND; CHICAGO TRUST ASSET ALLOCATION FUND;
CHICAGO TRUST BOND FUND; CHICAGO TRUST MUNICIPAL BOND FUND; CHICAGO TRUST MONEY
MARKET FUND; and CHICAGO TRUST TALON FUND, with Talon Asset Management, Inc.
serving as Sub-Advisor.

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

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

As of December 31, 1996, Chicago Trust managed approximately $6.0 billion in
assets primarily for pension and profit sharing accounts, individuals,
families, and insurance companies. As of that date, Talon managed over $356
million in assets primarily for high net worth individuals, trusts, charitable
foundations, employee benefit plans and family partnerships. As of December 31,
1996, Montag & Caldwell managed over $8.5 billion in assets primarily for
employee benefit, endowment, charitable and other institutional clients, mutual
funds, and high net worth individuals. Chicago Trust may be deemed to be a
"control person" (as defined in the 1940 Act) of certain Funds, because as of
January 30, 1997, it owned of record, but not beneficially: 34.60% of MONTAG &
CALDWELL GROWTH FUND Class N; 93.62% of CHICAGO TRUST GROWTH & INCOME FUND;
56.60% of MONTAG & CALDWELL BALANCED FUND; 82.47% of CHICAGO TRUST BOND FUND;
92.53% of CHICAGO TRUST MUNICIPAL BOND FUND; 96.63% of CHICAGO TRUST MONEY
MARKET FUND; and 98.67% of CHICAGO TRUST ASSET ALLOCATION FUND.

FPS Broker Services, Inc., 3200 Horizon Drive, King of Prussia, Pennsylvania
19406-0903 serves as the Funds' Underwriter. UMB Bank, n.a., 928 Grand Avenue,
Kansas City, Missouri 64106 serves as the Custodian of the Funds' assets. The
Chicago Trust Company serves as the Funds' Administrator. FPS Services, Inc.,
3200 Horizon Drive, P.O. Box 61503, King of Prussia, Pennsylvania 19406-0903
serves as the Funds' Sub-Administrator, Transfer Agent, and Accounting/Pricing
Agent.

EXPENSE INFORMATION

<TABLE>
<S> <C>
Shareowner Transaction Expenses for Each Fund:
Maximum Sales Load Imposed on Purchases ................................... None
Maximum Sales Load Imposed on Reinvested Dividends ........................ None
Maximum Deferred Sales Load ............................................... None
Redemption Fees ........................................................... None
Exchange Fees ............................................................. None
</TABLE>

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

6
<PAGE>

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

<TABLE>
<CAPTION>
INVESTMENT OTHER NET EXPENSE RATIO
ADVISORY FEES EXPENSES AFTER ADVISORS'
AFTER VOLUNTARY 12B-1 AFTER VOLUNTARY VOLUNTARY FEE WAIVERS
FUND (1) FEE WAIVERS FEES REIMBURSEMENTS AND REIMBURSEMENT (1)
-------- --------------- ----- --------------- ---------------------
<S> <C> <C> <C> <C>
MONTAG & CALDWELL GROWTH
FUND (3) 0.80% 0.25% 0.23% 1.28%
CHICAGO TRUST GROWTH &
INCOME FUND (4) 0.65% 0.25% 0.20% 1.10%
CHICAGO TRUST TALON FUND 0.12% 0.25% 0.93% 1.30%
CHICAGO TRUST ASSET AL-
LOCATION FUND (4) 0.63% 0.25% 0.22% 1.10%
MONTAG & CALDWELL BAL-
ANCED FUND 0.42% 0.25% 0.58% 1.25%
CHICAGO TRUST BOND FUND 0.25% 0.25% 0.30% 0.80%
CHICAGO TRUST MUNICIPAL
BOND FUND 0.00% 0.25% 0.65% 0.90%
CHICAGO TRUST MONEY MAR-
KET FUND 0.31% n/a 0.19% 0.50%
</TABLE>
- --------

(1) The above table reflects a continuation of the Advisors' voluntary
undertakings to waive investment advisory fees and/or reimburse each Fund,
except for MONTAG & COLDWELL GROWTH FUND, for expenses exceeding the limits
shown. Absent such fee waivers and reimbursement of expenses, the investment
advisory fees, other expenses, and total operating expenses, respectively, for
those Funds with fee waivers and/or expense reimbursements currently in effect,
would be as follows: CHICAGO TRUST GROWTH & INCOME FUND 0.70%, 0.20%, and
1.15%; CHICAGO TRUST TALON FUND 0.80%, 0.93%, and 1.98%; CHICAGO TRUST ASSET
ALLOCATION FUND 0.70%, 0.22%, and 1.17%; MONTAG & CALDWELL BALANCED FUND 0.75%,
0.58%, and 1.58%; CHICAGO TRUST BOND FUND 0.55%, 0.30%, and 1.10%; CHICAGO
TRUST MUNICIPAL BOND FUND 0.60%, 0.68%, and 1.53%; and CHICAGO TRUST MONEY
MARKET FUND 0.40%, 0.19%, and 0.59%. Except for changes in the expense
structure for MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST GROWTH & INCOME FUND
and CHICAGO TRUST ASSET ALLOCATION FUND which are discussed in footnotes (3)
and (4) below, the ratios shown above reflect the expenses incurred by each
existing Fund during the fiscal year ended October 31, 1996. Please refer to
the data contained in "FINANCIAL HIGHLIGHTS" for additional information.

(2)MONTAG & CALDWELL GROWTH FUND offers two classes of shares that invest in
the same portfolio of securities. Shareowners of Class N are subject to a 12b-1
Distribution Plan and Class I is not; therefore, expenses and performance
figures will vary between the classes. The information set forth in the table
above and the example below relates only to the Class N shares. See "GENERAL
INFORMATION".

(3)The table shows the fees for MONTAG & CALDWELL GROWTH FUND Class N shares
restated for the fiscal year ended October 31, 1996. The Advisor waived a
portion of its advisory fee equivalent to .04% during the year from November 1,
1995 to February 29, 1996 so that the net expense ratio for the year was 1.28%.

(4)As of February 28, 1997, the net expense ratio for both CHICAGO TRUST GROWTH
& INCOME FUND and CHICAGO TRUST ASSET ALLOCATION FUND will increase from 1.00%
to 1.10% as a result of the Advisor's decision to reduce the amount of advisory
fees waived by .10% for each of the these Funds.

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

7
<PAGE>

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

<TABLE>
<CAPTION>
NAME OF FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------ ------ ------- ------- --------
<S> <C> <C> <C> <C>
MONTAG & CALDWELL GROWTH FUND $13 $41 $70 $155
CHICAGO TRUST GROWTH & INCOME FUND $11 $35 $61 $134
CHICAGO TRUST TALON FUND $13 $41 $71 $157
CHICAGO TRUST ASSET ALLOCATION FUND $11 $35 $61 $134
MONTAG & CALDWELL BALANCED FUND $13 $40 $69 $151
CHICAGO TRUST BOND FUND $ 8 $26 $44 $ 99
CHICAGO TRUST MUNICIPAL BOND FUND $ 9 $29 $50 $111
CHICAGO TRUST MONEY MARKET FUND $ 5 $16 $28 $ 63
</TABLE>

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

8
<PAGE>

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

The following Financial Highlights are part of the financial statements for
the Funds listed above. The audited periods presented are from each of these
Fund's respective commencement of operations to October 31, 1996, the end of
the Company's most recent fiscal year.

These Financial Highlights have been audited by KPMG Peat Marwick LLP,
independent certified public accountants, for each of the periods indicated in
their report thereon appearing in the Company's related Statement of Additional
Information.

The following tables set forth financial data for a share of beneficial
interest outstanding throughout each period presented. These should therefore
be read in conjunction with the financial statements and related notes also
included as Appendix "A" in the Statement of Additional Information.

9
<PAGE>

<TABLE>
<CAPTION>
MONTAG & CALDWELL CHICAGO TRUST
GROWTH FUND GROWTH & INCOME FUND
------------------- -----------------------------------
YEAR PERIOD YEAR YEAR PERIOD
ENDED ENDED ENDED ENDED ENDED
10/31/96 10/31/95* 10/31/96 10/31/95 10/31/94**
-------- --------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGIN-
NING OF PERIOD......... $ 13.16 $ 10.00 $ 12.90 $ 10.11 $ 10.00
-------- -------- -------- -------- --------
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income.. 0.00 0.02 0.11 0.09 0.07
Net realized and
unrealized gain on
investments........... 3.93 3.16 3.34 2.79 0.10
-------- -------- -------- -------- --------
Total from investment
operations.......... 3.93 3.18 3.45 2.88 0.17
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS:
From and in excess of
net investment in-
come.................. (0.01) (0.02) (0.11) (0.09) (0.06)
From net realized gain
on investments........ 0.00 0.00 (0.07) 0.00 0.00
-------- -------- -------- -------- --------
Total distributions.. (0.01) (0.02) (0.18) (0.09) (0.06)
-------- -------- -------- -------- --------
NET ASSET VALUE, END OF
PERIOD................. $ 17.08 $ 13.16 $ 16.17 $ 12.90 $ 10.11
======== ======== ======== ======== ========
TOTAL RETURN............ 29.91% 31.87%(/2/) 26.98% 28.66% 1.73%(/2/)
RATIOS/SUPPLEMENTAL DA-
TA:
Net assets, end of pe-
riod (in 000's)....... $166,243 $ 40,355 $205,133 $172,296 $ 12,282
Ratio of expenses to
average net assets
before reimbursement
of expenses by
Advisor............... 1.32% 1.87%(/1/) 1.15% 1.50% 2.21%(/1/)
Ratio of expenses to
average net assets
after reimbursement
of expenses by
Advisor............... 1.28% 1.30%(/1/) 1.00% 1.09%(/3/) 1.20%(/1/)
Ratio of net
investment income to
average net assets
before reimbursement
of expenses by
Advisor............... -0.10% -0.36%(/1/) 0.62% 0.33% -0.15%(/1/)
Ratio of net
investment income to
average net assets
after reimbursement
of expenses by
Advisor............... -0.06% 0.20%(/1/) 0.77% 0.74% 0.86%(/1/)
Portfolio turnover..... 26.36% 34.46%(/2/) 25.48% 9.00% 37.01%(/2/)
Average commission
rate paid............. $ 0.0639 n/r $ 0.0571 n/r n/r
</TABLE>
- --------

* MONTAG & CALDWELL GROWTH FUND Class N commenced investment operations on
November 2, 1994.

** CHICAGO TRUST GROWTH & INCOME FUND commenced investment operations on
December 13, 1993.
(/1/)Annualized.
(/2/)Not annualized.

(/3/)The Advisor's expense reimbursement level, which reduces the net expense
ratio, changed from 1.20% to 1.00% on September 21, 1995.

n/r Not Required

10
<PAGE>

<TABLE>
<CAPTION>
CHICAGO TRUST CHICAGO TRUST
TALON FUND ASSET ALLOCATION FUND
----------------------------- -----------------------
YEAR YEAR PERIOD YEAR PERIOD
ENDED ENDED ENDED ENDED ENDED
10/31/96 10/31/95 10/31/94* 10/31/96 10/31/95**
-------- -------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGIN-
NING OF PERIOD......... $ 12.07 $ 10.25 $ 10.00 $ 8.43 $ 8.34
-------- -------- ------- ---------- ----------
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income.. 0.04 0.09 0.02 0.27 0.03
Net realized and
unrealized gain on
investments........... 3.01 1.84 0.23 1.16 0.06
-------- -------- ------- ---------- ----------
Total from investment
operations.......... 3.05 1.93 0.25 1.43 0.09
LESS DISTRIBUTIONS:
From net investment
income................ (0.03) (0.11) 0.00 (0.26) 0.00
From net realized gain
on investments........ (0.70) 0.00 0.00 0.00 0.00
-------- -------- ------- ---------- ----------
Total distributions.. (0.73) (0.11) 0.00 (0.26) 0.00
-------- -------- ------- ---------- ----------
NET ASSET VALUE, END OF
PERIOD................. $ 14.39 $ 12.07 $ 10.25 $ 9.60 $ 8.43
======== ======== ======= ========== ==========
TOTAL RETURN............ 26.51% 18.92% 2.50%(/2/) 17.21% 1.08%(/2/)
Ratios/Supplemental Da-
ta:
Net assets, end of
period (in 000's)..... $ 17,418 $ 10,538 $ 4,355 $ 156,703 $ 152,820
Ratio of expenses to
average net assets
before reimbursement
of expenses by
Advisor............... 1.98% 3.04% 7.82%(/1/) 1.17% 1.19%(/1/)
Ratio of expenses to
average net assets
after reimbursement
of expenses by
Advisor............... 1.30% 1.30% 1.30%(/1/) 1.00% 1.00%(/1/)
Ratio of net
investment income to
average net assets
before reimbursement
of expenses by
Advisor............... -0.38% -0.97% -4.13%(/1/) 2.79% 2.56%(/1/)
Ratio of net
investment income to
average net assets
after reimbursement
of expenses by
Advisor............... 0.30% 0.77% 2.39%(/1/) 2.96% 2.73%(/1/)
Portfolio turnover..... 126.83% 229.43% 33.66%(/2/) 34.29% 0.72%(/2/)
Average commission
rate paid............. $ 0.0612 n/r n/r $ 0.0596 n/r
</TABLE>
- --------
*CHICAGO TRUST TALON FUND commenced investment operations on September 19,
1994.
**CHICAGO TRUST ASSET ALLOCATION FUND commenced investment operations on
September 21, 1995.
(/1/)Annualized.
(/2/)Not annualized.

n/r Not Required

11
<PAGE>

<TABLE>
<CAPTION>
MONTAG & CALDWELL CHICAGO TRUST
BALANCED FUND BOND FUND
------------------- ------------------------------
YEAR PERIOD YEAR YEAR PERIOD
ENDED ENDED ENDED ENDED ENDED
10/31/96 10/31/95* 10/31/96 10/31/95 10/31/94**
-------- --------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGIN-
NING OF PERIOD......... $ 12.12 $ 10.00 $ 9.94 $ 9.21 $ 10.00
------- ------- ------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income.. 0.27 0.26 0.60 0.60 0.50
Net realized and
unrealized gain
(loss) on invest-
ments................. 2.17 2.09 (0.05) 0.73 (0.82)
------- ------- ------- ------- -------
Total from investment
operations.......... 2.44 2.35 0.55 1.33 (0.32)
------- ------- ------- ------- -------
LESS DISTRIBUTIONS:
From net investment
income................ (0.27) (0.23) (0.60) (0.60) (0.47)
------- ------- ------- ------- -------
Total distributions.. (0.27) (0.23) (0.60) (0.60) (0.47)
------- ------- ------- ------- -------
NET ASSET VALUE, END OF
PERIOD................. $ 14.29 $ 12.12 $ 9.89 $ 9.94 $ 9.21
======= ======= ======= ======= =======
TOTAL RETURN............ 20.37% 23.75%(/2/) 5.76% 14.89% -3.23%(/2/)
RATIOS/SUPPLEMENTAL DA-
TA:
Net assets, end of
period (in 000's)..... $31,473 $21,908 $79,211 $70,490 $12,546
Ratio of expenses to
average net assets
before reimbursement
of expenses by
Advisor............... 1.58% 2.50%(/1/) 1.10% 1.54% 2.02%(/1/)
Ratio of expenses to
average net assets
after reimbursement
of expenses by
Advisor............... 1.25% 1.25%(/1/) 0.80% 0.80% 0.80%(/1/)
Ratio of net
investment income to
average net assets
before reimbursement
of expenses by
Advisor............... 1.83% 1.38%(/1/) 5.89% 5.78% 4.83%(/1/)
Ratio of net
investment income to
average net assets
after reimbursement
of expenses by
Advisor............... 2.16% 2.63%(/1/) 6.19% 6.52% 6.05%(/1/)
Portfolio turnover..... 43.58% 27.33%(/2/) 41.75% 68.24% 20.73%(/2/)
Average commission
rate paid............. $0.0644 n/r n/r n/r n/r
</TABLE>
- --------
*MONTAG & CALDWELL BALANCED FUND commenced investment operations on November
2, 1994.
** CHICAGO TRUST BOND FUND commenced investment operations on December 13,
1993.
(/1/)Annualized.
(/2/)Not annualized.

n/r Not Required

12
<PAGE>

<TABLE>
<CAPTION>
CHICAGO TRUST
MUNICIPAL BOND FUND
-----------------------------
YEAR YEAR PERIOD
ENDED ENDED ENDED
10/31/96 10/31/95 10/31/94*
-------- -------- ---------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD.......... $ 10.08 $ 9.56 $ 10.00
------- ------- -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income........................ 0.38 0.35 0.27
Net realized and unrealized gain (loss) on
investments................................. (0.02) 0.52 (0.46)
------- ------- -------
Total from investment operations........... 0.36 0.87 (0.19)
------- ------- -------
LESS DISTRIBUTIONS:
From net investment income................... (0.38) (0.35) (0.25)
------- ------- -------
Total distributions........................ (0.38) (0.35) (0.25)
------- ------- -------
NET ASSET VALUE, END OF PERIOD................ $ 10.06 $ 10.08 $ 9.56
======= ======= =======
TOTAL RETURN.................................. 3.59% 9.29% -1.92%(/2/)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's)......... $11,186 $11,679 $10,462
Ratio of expenses to average net assets be-
fore reimbursement of expenses by Advisor... 1.53% 2.16% 2.09%(/1/)
Ratio of expenses to average net assets af-
ter reimbursement of expenses by Advisor.... 0.90% 0.90% 0.90%(/1/)
Ratio of net investment income to average
net assets before reimbursement of expenses
by Advisor.................................. 3.11% 2.37% 1.90%(/1/)
Ratio of net investment income to average
net assets after reimbursement of expenses
by Advisor.................................. 3.74% 3.63% 3.09%(/1/)
Portfolio turnover........................... 27.47% 42.81% 14.85%(/2/)
</TABLE>
- --------
*CHICAGO TRUST MUNICIPAL BOND FUND commenced investment operations on
December 13, 1993.
(/1/)Annualized.

(/2/)Not annualized.

13
<PAGE>

<TABLE>
<CAPTION>
CHICAGO TRUST
MONEY MARKET FUND
----------------------------------
YEAR YEAR PERIOD
ENDED ENDED ENDED
10/31/96 10/31/95 10/31/94*
-------- -------- ---------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING
OF PERIOD................. $ 1.00 $ 1.00 $ 1.00
-------- -------- --------
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income..... 0.05 0.05 0.03
-------- -------- --------
Total from investment
operations............. 0.05 0.05 0.03
-------- -------- --------
LESS DISTRIBUTIONS:
From net investment in-
come..................... (0.05) (0.05) (0.03)
-------- -------- --------
Total distributions..... (0.05) (0.05) (0.03)
-------- -------- --------
NET ASSET VALUE, END OF PE-
RIOD...................... $ 1.00 $ 1.00 $ 1.00
======== ======== ========
TOTAL RETURN............... 5.14% 5.56% 3.20%(/2/)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in 000's)............... $226,536 $206,075 $122,929
Ratio of expenses to av-
erage net assets before
reimbursement of ex-
penses by Advisor........ 0.59% 0.63% 0.64%(/1/)
Ratio of expenses to av-
erage net assets after
reimbursement of ex-
penses by Advisor........ 0.50% 0.43%(/3/) 0.40%(/1/)
Ratio of net investment
income to average net
assets before
reimbursement of
expenses by Advisor...... 4.93% 5.24% 3.49%(/1/)
Ratio of net investment
income to average net
assets after reimburse-
ment of expenses by Ad-
visor.................... 5.02% 5.44% 3.73%(/1/)
</TABLE>
- --------

*CHICAGO TRUST MONEY MARKET FUND commenced investment operations on December
14, 1993.
(/1/)Annualized.
(/2/Not)annualized.

(/3/)The Advisor's expense reimbursement level, which reduces the net expense
ratio, changed from 0.40% to 0.50% on July 12, 1995.

14
<PAGE>

PERFORMANCE MEASURES

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

Performance measures are based on historical earnings and are not intended to
indicate future performance. Management's detailed discussion of the Company's
performance data may be found in the most recent Annual Report to Shareowners,
dated October 31, 1996, which is available upon request and without charge, by
calling (800) 992-8151.

PORTFOLIO TURNOVER

The portfolio turnover rate for each of the Funds is calculated by dividing
the lesser of purchases or sales of portfolio investments for the reporting
period by the monthly average value of the portfolio investments owned during
the reporting period. The calculation excludes all securities, including
options, whose maturities or expiration dates at the time of acquisition are
one year or less. Portfolio turnover may vary greatly from year to year as well
as within a particular year, and may be affected by cash requirements for
redemption of units and by requirements which enable the Funds to receive
favorable tax treatment. In any event, portfolio turnover is generally not
expected to exceed 100% in the Funds except for Chicago Trust Talon Fund in
which it is not expected to exceed 150%. A high rate of portfolio turnover
(i.e., over 100%) may result in the realization of substantial capital gains
and involves correspondingly greater transaction costs.

INVESTMENT OBJECTIVES AND POLICIES

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

The Funds strive to attain their investment objectives, but there can, of
course, be no assurance that they will do so. Please refer to the policies and
risk disclosures more fully described under "INVESTMENT STRATEGIES AND RISK
CONSIDERATIONS." Additional investment policies and restrictions are described
in the Statement of Additional Information.

MONTAG & CALDWELL GROWTH FUND:

MONTAG & CALDWELL GROWTH FUND seeks long-term capital appreciation consistent
with investments primarily in a combination of convertible and non-convertible
equity securities, convertible and non-convertible debt securities, and short-
term instruments. Capital appreciation is emphasized, and generation of income
is secondary. Montag & Caldwell selects equity securities that it believes are
undervalued based upon the issuer's estimated earning power and ability to
produce strong earnings growth over the next twelve to eighteen months. Issuers
include, but are not limited to, established companies with a history of growth
and companies that are expected to enter periods of earnings growth. Montag &
Caldwell may purchase securities of companies which do not pay dividends, but
which are believed to have superior growth potential. The Fund may invest in
securities listed on a stock exchange as well as those traded over-the-counter.

While it is this Fund's policy to remain substantially invested in common
stock or securities convertible into common stock, it may invest in non-
convertible preferred stock and non-convertible debt securities. When Montag &
Caldwell has determined that adverse market and economic conditions warrant,
the Fund may invest all or part of its assets in high-quality money market
securities and repurchase agreements for temporary defensive purposes. The Fund
may invest up to 30% of its total assets in foreign securities in the form of
American Depository Receipts ("ADRs") and European Depository Receipts
("EDRs"), although it has no current intention of investing in unsponsored ADRs
or EDRs. The Fund may also engage in futures and options

15
<PAGE>

transactions for hedging purposes. Such investments are generally considered to
be derivative securities. These and other applicable investment activities with
respect to this Fund are more fully described in the next section of this
Prospectus.

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

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

While it is this Fund's policy to remain substantially invested in common
stocks, preferred stocks, or securities convertible into common stocks, it may
invest all or part of its total assets in high-quality money market securities
and repurchase agreements for temporary defensive purposes when the Investment
Advisor has determined that adverse market and economic conditions so warrant.
The Fund may invest up to 20% of its total assets in foreign securities in the
form of ADRs or EDRs, although it has no current intention of investing in
unsponsored ADRs and EDRs. The Fund may write (sell) covered call options for
investment purposes and may both purchase and sell options on stock indices for
hedging purposes. The Fund may also enter into futures contracts and options on
futures contracts. Such investments are generally considered to be derivative
securities. These and other applicable investment activities with respect to
this Fund are more fully described in the next section of this Prospectus.

16
<PAGE>

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

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

While under normal circumstances, the Fund will invest at least 75% of its
total assets in securities designed to achieve capital growth, the Fund may
invest all or part of its assets in U.S. Government Securities, high-quality
money market securities, and repurchase agreements for temporary defensive
purposes when Talon has determined that adverse market and economic conditions
so warrant. The Fund may invest up to 30% of its total assets in foreign
securities in the form of ADRs or EDRs, although it has no current intention of
investing in unsponsored ADRs and EDRs. The Fund may write (sell) covered
options for investment purposes and may purchase and sell options on stock
indices for hedging purposes. Such investments are generally considered to be
derivative securities. These and other applicable investment activities with
respect to this Fund are more fully described in the next section of this
Prospectus.

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

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

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

17
<PAGE>

Capital appreciation is pursued through investment in equity securities
generally. It is anticipated that between 40% and 70% of the Fund's total
assets will be invested in equity securities, including preferred stocks, and
between 30% and 60% of its total assets will be invested in fixed income
securities.

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

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

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

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

MONTAG & CALDWELL BALANCED FUND:
- -------------------------------
MONTAG & CALDWELL BALANCED FUND seeks long-term total return through
investment primarily in a combination of equity and debt securities, and short-
term instruments. The allocation between asset classes may vary over time in
accordance with the expected rates of return of each asset class; however,
primary emphasis

18
<PAGE>

will be placed upon selection of particular investments as opposed to
allocation of assets. The Fund will have a strategic target allocation of
equity positions between 50% and 70% of total assets, but for temporary
defensive purposes the Fund may reduce the actual equity commitment to 25% of
total assets or less. From time to time, Montag & Caldwell will determine the
expected total return to the Fund on its equity securities over a period of
twelve to eighteen months as compared with the Fund's expected return during
that period from fixed income investments and money market securities. If the
expected total return from equities appears to be more attractive, the
percentage invested in equity securities will be increased. If the expected
total return from fixed income securities appears to be more attractive, the
equity portion will be reduced.

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

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

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

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

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

19
<PAGE>

This Fund will invest primarily in fixed income securities that are, at the
time of purchase, of investment- grade. Investment-grade debt securities
include those securities which are rated "Baa3" or better by Moody's or "BBB-"
or better by S&P. These fixed income securities may include obligations of the
U.S. Government, its agencies or instrumentalities, obligations of U.S.
corporations, and obligations of U.S. banks. Under normal market conditions, at
least 65% of the Fund's total assets will be invested in fixed income
securities including intermediate investment-grade bonds, debentures, mortgage
and other asset-related securities, zero coupon bonds, and convertible
debentures. Other asset-backed securities include consumer loans such as credit
card receivables and installment loan contracts, and commercial loans such as
equipment receivables. The Fund may also invest in longer-term bonds as well as
short-term notes, bills, commercial paper, and certificates of deposit. The
Fund's portfolio may include, but is not limited to: asset-backed securities;
bank obligations; collateralized bonds; loan and mortgage obligations;
commercial paper; corporate debt securities; foreign securities; private
placements; repurchase agreements; savings and loan obligations; and U.S.
Government and agency obligations.

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

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

As of October 31, 1996, the composition of the portfolio by rating category
was as follows:

<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL
RATINGS INVESTMENTS
------- -----------
<S> <C>
U.S. Government Obligations................................... 17%
U.S. Government Agency Obligations............................ 35%
Government Trust Certificates................................. 1%
Aaa........................................................... 2%
A............................................................. 11%
Baa........................................................... 14%
Ba............................................................ 11%
B............................................................. 3%
Repurchase Agreement.......................................... 6%
---
100%
===
</TABLE>

20
<PAGE>

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

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

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

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

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

MUNICIPAL SECURITIES CONSIDERATIONS
- -----------------------------------
Municipal securities include municipal bonds, short-term municipal notes, and
tax-exempt commercial paper. Municipal bonds are debt obligations issued to
obtain funds for various public purposes that are exempt from Federal income
tax in the opinion of issuer's counsel. The two principal classifications of
municipal bonds are "general obligation" and "revenue" bonds. General
obligation bonds are secured by the issuer's

21
<PAGE>

pledge of its full faith, credit and taxing power for the payment of principal
and interest. Revenue bonds are payable only from the revenues derived from a
particular facility or class of facilities or, in some cases, from the proceeds
of a special excise tax or other specific source such as from the user of the
facility being financed. The term "municipal bonds" also includes "moral
obligation" issues which are normally issued by special purpose authorities.

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

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

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

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

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

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

22
<PAGE>

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

Please refer to the policies and risk disclosures, as well as the other
specified practices with respect to all the Funds below in "INVESTMENT
STRATEGIES AND RISK CONSIDERATIONS."

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

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

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

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

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

23
<PAGE>

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

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

BORROWING
- ---------

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

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

REPURCHASE AGREEMENTS
- ---------------------
ALL FUNDS may enter into repurchase agreements pursuant to which a Fund
purchases portfolio assets from a bank or broker-dealer concurrently with an
agreement by the seller to repurchase the same assets from the Fund at a later
date at a fixed price. Repurchase agreements are considered, under the 1940
Act, to be

24
<PAGE>

collateralized loans by a Fund to the seller secured by the securities
transferred to the Fund. Repurchase agreements will be fully collateralized by
securities in which the Fund may invest directly. Such collateral will be
marked-to-market daily. If the seller of the underlying security under the
repurchase agreement should default on its obligation to repurchase the
underlying security, a Fund may experience delay or difficulty in exercising
its right to realize upon the security and, in addition, may incur a loss if
the value of the security should decline, as well as disposition costs in
liquidating the security. A Fund must treat each repurchase agreement as a
security for tax diversification purposes and not as cash, a cash equivalent or
receivable.

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

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

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

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

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

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

25
<PAGE>

along with other shareowners, its pro rata portion of the such investment
company's expenses, including advisory fees. These expenses would be in
addition to the advisory and other expenses that a Fund bears directly in
connection with its own operations.

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

All Funds may engage in short-term trading. Securities may be sold in
anticipation of a market decline or purchased in anticipation of a market rise
and later sold. In addition, a security may be sold and another purchased at
approximately the same time to take advantage of what a Fund believes to be a
temporary disparity in the normal yield relationship between the two
securities. Such trading may be expected to increase a Fund's portfolio
turnover rate and the expenses incurred in connection with such trading.

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

All Funds except MONTAG & CALDWELL GROWTH FUND, MONTAG & CALDWELL BALANCED
FUND and CHICAGO TRUST MONEY MARKET FUND may invest in securities with high
yields and high risks. Fixed income securities which are rated below "Baa3" by
Moody's or "BBB-" by S&P, frequently referred to as "junk bonds", are
considered to have speculative characteristics and changes in economic
conditions or other circumstances are more likely to lead to a weakened
capacity to make principal and interest payments than in the case of higher-
rated securities. Such securities are subject to a substantial degree of credit
risk. CHICAGO TRUST GROWTH & INCOME FUND may invest up to 10% of its assets in
such securities. CHICAGO TRUST TALON FUND, CHICAGO TRUST ASSET ALLOCATION FUND,
CHICAGO TRUST BOND FUND, and CHICAGO TRUST MUNICIPAL BOND FUND may each invest
up to 20% of their respective assets in such securities.

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

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

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

All Funds except MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST TALON FUND and
CHICAGO TRUST MONEY MARKET FUND may invest in asset-backed securities which
represent interests in, or are secured by and payable from, pools of
government, government-related and private organizations of assets, such as
consumer loans, credit card receivable securities and installment loan
contracts. Although these securities may be supported by letters of credit or
other credit enhancements, payment of interest and principal ultimately depends
upon individuals paying the underlying loans. The risk that recovery on
repossessed collateral might be unavailable or inadequate to support payments
on asset-backed securities is greater than in the case for mortgage-backed
securities. Falling interest rates generally result in an increase in the rate
of prepayments of mortgage loans while rising interest rates generally decrease
the rate of prepayments. An acceleration in prepayments in response to sharply
falling interest rates will shorten the security's average maturity and limit
the potential appreciation in the security's value relative to a conventional
debt security. Please see "General

26
<PAGE>

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

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

STRIPPED MORTGAGE SECURITIES
- ----------------------------
All Funds except MONTAG & CALDWELL GROWTH FUND, CHICAGO TRUST TALON FUND and
CHICAGO TRUST MONEY MARKET FUND may purchase participations in trusts that hold
U.S. Treasury and agency securities and may also purchase zero coupon U.S.
Treasury obligations, Treasury receipts and other stripped securities that
evidence ownership in either the future interest payments or the future
principal payments on U.S. Government obligations. These participations are
issued at a discount to their face value and may exhibit greater price
volatility than ordinary debt securities because of the manner in which their
principal and interest are returned to investors. The Funds will only invest in
government-backed mortgage securities. The Investment Advisor will consider
liquidity needs of a Fund when any investment in zero coupon obligations is
made. Although stripped mortgage securities are purchased and sold by
institutional investors through several investment banking firms acting as
brokers or dealers, these securities were only recently developed. As a result,
established trading markets have not yet been fully developed; accordingly,
certain of these securities which are backed by other than fixed rate mortgages
may be deemed to be illiquid. Please see "General Risk Factors" below and refer
to the Statement of Additional Information for a more detailed discussion of
the applicable risk considerations.

FOREIGN SECURITIES
- ------------------
All Funds except CHICAGO TRUST BOND FUND, CHICAGO TRUST MUNICIPAL BOND FUND
and CHICAGO TRUST MONEY MARKET FUND may invest in foreign securities.
Investment in foreign securities is subject to special investment risks that
differ in some respects from those related to investments in securities of U.S.
domestic issuers. Such risks include: political, social or economic instability
in the country of the issuer; the difficulty of predicting international trade
patterns; the possibility of the imposition of exchange controls;
expropriation; limits on removal of currency or other assets; nationalization
of assets; foreign withholding and income taxation; and foreign trading
practices (including higher trading commissions, custodial charges and delayed
settlements). Such securities may be subject to greater fluctuations in price
than securities issued by U.S. corporations or issued or guaranteed by the U.S.
Government, its agencies or instrumentalities. The markets on which such
securities trade may have less volume and liquidity, and may be more volatile,
than securities markets in the U.S. In addition, there may be less publicly
available information about a foreign company than

27
<PAGE>

about a U.S. domiciled company. Foreign companies generally are not subject to
uniform accounting, auditing and financial reporting standards comparable to
those applicable to U.S. domestic companies. There is generally less government
regulation of securities exchanges, brokers and listed companies abroad than in
the U.S. Confiscatory taxation or diplomatic developments could also affect
investment in those countries.

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

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

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

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

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

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

28
<PAGE>

1. OPTIONS:

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

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

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

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

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

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

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

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

29
<PAGE>

3. FUTURES CONTRACTS AND RELATED OPTIONS:

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

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

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

4. INTEREST RATE SWAPS:

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

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

30
<PAGE>

or liquid securities having an aggregate net asset value at least equal to the
accrued excess, will be maintained in a segregated account by the Company's
custodian bank.

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

GENERAL RISK FACTORS
- --------------------
1. OPTIONS, FUTURES, AND FORWARD CONTRACTS:

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

2. FIXED INCOME INVESTING:

All Funds, except CHICAGO TRUST MONEY MARKET FUND may engage in fixed income
investment practices. There are two principal types of risks associated with
investing in debt securities: (1) market (or interest rate) risk and (2) credit
risk.

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

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

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

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

THE CHICAGO TRUST COMPANY

The Chicago Trust Company ("Chicago Trust") provides investment advisory
services to CHICAGO TRUST GROWTH & INCOME FUND; CHICAGO TRUST ASSET ALLOCATION
FUND; CHICAGO TRUST BOND FUND; CHICAGO TRUST MUNICIPAL BOND FUND; CHICAGO TRUST
MONEY MARKET FUND; AND CHICAGO TRUST TALON FUND, with Talon Asset Management,
Inc. serving as Sub-Advisor for that Fund. Pursuant to Investment Advisory
Agreements with the Company, Chicago Trust provides an investment program for
certain of the Funds in accordance with their respective investment policies,
limitations and restrictions, and furnishes executive, administrative and
clerical services required for the transaction of each Fund's business.

31
<PAGE>

Chicago Trust managed approximately 6.0 billion in assets at December 31,
1996, consisting primarily of pension and profit sharing accounts, high net
worth individuals, families and insurance companies. Chicago Trust, an Illinois
corporation, is an indirect and wholly-owned subsidiary of Alleghany
Corporation. Alleghany Corporation, located at Park Avenue Plaza, New York
City, New York 10055, is engaged through its subsidiaries in the business of
title insurance, reinsurance, other financial services and industrial minerals.

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

Chicago Trust has voluntarily undertaken to reduce its advisory fee and to
reimburse CHICAGO TRUST GROWTH & INCOME FUND, CHICAGO TRUST TALON FUND, CHICAGO
TRUST ASSET ALLOCATION FUND, CHICAGO TRUST BOND FUND, CHICAGO TRUST MUNICIPAL
BOND FUND, and CHICAGO TRUST MONEY MARKET FUND for operating expenses in excess
of 1.10%, 1.30%, 1.10%, 0.80%, 0.90%, and 0.50%, respectively. Such fee
reimbursements may be terminated or reduced at the discretion of Chicago Trust.
Operating expenses for fee waiver/expense reimbursement purposes do not include
interest, taxes, brokerage charges, litigation or extraordinary items. Chicago
Trust has also agreed to waive that portion of its advisory fee equal to the
total expenses of a Fund for any fiscal year which exceeds the permissible
limits applicable to a Fund in any state in which its shares are then qualified
for sale. The Trust believes that currently there are no such limits.

MONTAG & CALDWELL, INC.

The Investment Advisor for MONTAG & CALDWELL GROWTH FUND and MONTAG &
CALDWELL BALANCED FUND is Montag & Caldwell, Inc. ("Montag & Caldwell"), a
registered investment advisor located at 1100 Atlanta Financial Center, 3343
Peachtree Road, Atlanta, Georgia 30326-1450. As of December 31, 1996 , Montag &
Caldwell managed over $8.5 billion in assets, primarily for employee benefit,
endowment, charitable and other institutional clients, as well as high net
worth individuals. Montag & Caldwell was founded in 1945 and is an indirect,
wholly-owned subsidiary of Alleghany Corporation.

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

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

Montag & Caldwell has voluntarily undertaken to reimburse MONTAG & CALDWELL
GROWTH FUND and MONTAG & CALDWELL BALANCED FUND for operating expenses (as
defined previously) in excess of 1.30%, and 1.25%, respectively. Such fee
reimbursements and waivers may be terminated at the discretion of Montag &
Caldwell. Montag & Caldwell has also agreed to waive that portion of its
advisory fee equal to the total expenses of a Fund for any fiscal year which
exceeds the permissible limits applicable to a Fund in any state in which its
shares are then qualified for sale. The Trust believes that currently there are
no such limits.

32
<PAGE>

TALON ASSET MANAGEMENT, INC.

Talon Asset Management, Inc., One North Franklin, Chicago, Illinois 60606,
the Sub-Investment Advisor for CHICAGO TRUST TALON FUND only, is a registered
investment advisor, established in 1984. As of December 31, 1996, Talon managed
over $356 million in assets, primarily for high net worth individuals, trusts,
charitable foundations, employee benefit plans and family partnerships. Talon
is controlled by Terry D. Diamond, its Chairman and Chief Executive Officer,
who is also the Chairman of Talon Securities, Inc., a registered broker-dealer
and an affiliate of Talon Asset Management, Inc. Talon Securities is paid
brokerage commissions for transactions it executes for CHICAGO TRUST TALON
FUND. Talon has been retained by Chicago Trust pursuant to a Sub-Investment
Advisory Agreement to provide an investment program for CHICAGO TRUST TALON
FUND, subject to supervision of Chicago Trust, in accordance with the objective
and policies of the Fund. For months in which the Fund's average daily net
assets exceed $18 million, the Investment Advisor will pay the Sub-Advisor a
fee equal to 68.75% of the management fee that the Investment Advisor receives
from the Fund, net of any expense reimbursement. For months in which the Fund's
average daily net assets are $18 million or less, the Sub-Advisor will receive
no fee.

EXPERIENCE OF SUB-INVESTMENT ADVISOR

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

PORTFOLIO MANAGEMENT METHODS

INVESTMENT MANAGEMENT TEAMS

Investment decisions for the Funds are made by investment management teams at
the respective Advisors (or Sub-Advisor for CHICAGO TRUST TALON FUND). The
teams are headed by the following portfolio managers: Jerold L. Stodden for
CHICAGO TRUST GROWTH & INCOME FUND, Bernard Myszkowski for CHICAGO TRUST ASSET
ALLOCATION FUND, Thomas J. Marthaler for CHICAGO TRUST BOND FUND, Lois A.
Pasquale for CHICAGO TRUST MUNICIPAL BOND FUND, Fred H. Senft, Jr. for CHICAGO
TRUST MONEY MARKET FUND, Ronald E. Canakaris for MONTAG & CALDWELL GROWTH FUND
and MONTAG & CALDWELL BALANCED FUND, and Terry D. Diamond for CHICAGO TRUST
TALON FUND.

THE CHICAGO TRUST COMPANY

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

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

The investment decision-making process begins with a series of fundamental
"screens", where the Investment Advisor identifies approximately 300 companies
which in certain respects exceed the average characteristics over the past five
years of the companies included in the S&P 500 Index. These characteristics
include: (i) sales and operating earnings greater than the S&P 500; (ii) more
stable earnings growth rates;

33
<PAGE>

(iii) lower debt levels than the S&P 500; (iv) higher return on equity; (v)
market capitalization over $400 million; and (vi) a lower price to earnings
ratio. Chicago Trust selects securities believed to have superior relative
strength and technical patterns.

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

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

Mr. Ronald E. Canakaris, President and Chief Investment Officer of Montag &
Caldwell, Inc. since 1984, manages the investment program of MONTAG & CALDWELL
GROWTH FUND. He is primarily responsible for the day-to-day management of the
Fund's portfolio. Mr. Canakaris, a Chartered Financial Analyst, has been a
portfolio manager and the Director of Research at Montag & Caldwell since 1973.
He has been the portfolio manager and primarily responsible for making the
investment decisions of the ENTERPRISE GROWTH FUND since 1980. The ENTERPRISE
GROWTH FUND had net assets of $201.2 million as of December 31, 1996. Average
annual returns for the one-year, three-year, five-year, ten-year and since
inception periods ended December 31, 1996 compared with the performance of the
Standard & Poor's 500 Composite Stock Price Index were:

<TABLE>
<CAPTION>
ENTERPRISE GROWTH
MONTAG & CALDWELL ENTERPRISE GROWTH FUND- S&P 500
GROWTH FUND (1) FUND (1), (3) NET OF LOAD (2), (3) INDEX (4)
----------------- ----------------- -------------------- ---------
<S> <C> <C> <C> <C>
One Year................ 32.72% 32.60% 26.30% 22.95%
Since 11/2/94*.......... 31.23 31.32 28.41 26.67
Three Years............. -- 22.49 20.53 19.66
Five Years.............. -- 16.69 15.56 15.20
Ten Years............... -- 16.54 15.97 15.28
</TABLE>
- --------

* MONTAG & CALDWELL GROWTH FUND commenced investment operations on November 2,
1994.

(1) Average annual total return reflects changes in share prices and
reinvestment of dividends and distributions and is net of fund expenses.

(2) Average annual total return reflects changes in the share prices and
reinvestment of dividends and distributions and is net of fund expenses and
the front-end sales load of 4.75%. This column reflects load-adjusted
returns, which are net of this front-end load.

(3) The expense ratio of ENTERPRISE GROWTH FUND has been capped at 1.60% from
January 1, 1990 through December 31, 1996. From September 15, 1987 to
December 31, 1989, the expense ratio was capped at 2.50%; from January 1,
1987 through September 15, 1987, the expense ratio was capped at 1.50%. For
each of the years 1987 through 1993, a portion of the ENTERPRISE GROWTH
FUND'S expenses were reimbursed. The expense ratio of the MONTAG & CALDWELL
GROWTH FUND has been capped at 1.30% from inception on November 2, 1994
through December 31, 1996.

(4) The Standard & Poor's 500 Composite Price Index is an unmanaged index of
common stocks that is considered to be generally representative of the
United States stock market. The Index is adjusted to reflect reinvestment
of dividends.

34
<PAGE>

The investment objectives, policies and strategies of the ENTERPRISE GROWTH
FUND are substantially similar in all material aspects to the MONTAG & CALDWELL
GROWTH FUND. Historical performance is not indicative of future performance.
The ENTERPRISE GROWTH FUND is a separate fund and its historical performance is
not indicative of the past or future performance of the MONTAG & CALDWELL
GROWTH FUND. Share prices and investment returns will fluctuate reflecting
market conditions, as well as changes in company-specific fundamentals of
portfolio securities.

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

ADMINISTRATION OF THE FUNDS

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

FPS Broker Services, Inc. ("FPSB" or the Underwriter), 3200 Horizon Drive,
King of Prussia, Pennsylvania 19406-0903, is the Underwriter to facilitate the
registration of shares of each of the Funds under state securities laws and to
assist in the sale of shares.

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

Pursuant to a Sub-Administration Agreement, FPS Services, Inc. ("FPS" or the
Sub-Administrator), 3200 Horizon Drive, King of Prussia, Pennsylvania 19406-
0903, acts as Sub-Administrator and receives a fee equal to, the annual rate
paid to Chicago Trust as Administrator. The Sub Administrator also retains a
portion of the Funds custody fees.

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

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

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

35
<PAGE>

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

EXPENSES
- --------

Expenses attributable to the Company, but not to a particular Fund, will be
allocated to each Fund thereof on the basis of relative net assets. Similarly,
expenses attributable to a particular Fund, but not to a particular
classthereof, will be allocated to each class thereof on the basis of relative
net assets. General Company expenses may include but are not limited to:
insurance premiums; Trustee fees; expenses of maintaining the Company's legal
existence; and fees of industry organizations. General Fund expenses may
include but are not limited to: audit fees; brokerage commissions; registration
of Fund shares with the SEC and notification fees to the various state
securities commissions; fees of the Fund's Custodian, Administrator, Sub-
Administrator and Transfer Agent or other "service providers"; costs of
obtaining quotations of portfolio securities; and pricing of Fund shares.

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

Notwithstanding the foregoing, the Investment Advisor or other service
provider may waive or reimburse the expenses of a specific class or classes to
the extent permitted under Rule 18f-3 under the 1940 Act.

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

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

Shares of each Fund may be purchased directly from the Fund at the net asset
value next determined after receipt of the order in proper form by the Transfer
Agent. Shares of the Funds may be purchased through broker-dealers, banks and
trust departments which may charge the investor a transaction fee or other fee
for their services at time of purchase. Such fees would not otherwise be
charged if the shares were purchased directly from the Funds.

The minimum initial investment for regular accounts (other than Individual
Retirement Accounts ("IRAs") and Uniform Gift to Minor Accounts ("UGMAs")), is
$2,500 for each Fund, and the minimum subsequent investment is $50, except for
accounts opened through a fund network. In such case, the minimums of the fund
network will apply. The minimum initial investment for IRAs and UGMAs is $500,
and the minimum subsequent investment for IRAs and UGMAs is $50. The minimum
initial and subsequent investment for those enrolled in the Automatic
Investment Plan is $50. There is no sales load or charge in connection with the
purchase of shares. The Company reserves the right to reject any purchase order
and to suspend the offering of shares of any Fund. Each Fund also reserves the
right to vary the initial and additional investment minimums, or to waive the
minimum investment requirements for any investor.

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

36
<PAGE>

payment for CHICAGO TRUST MONEY MARKET FUND must be received by 1:00 p.m.
Eastern time. For CHICAGO TRUST MONEY MARKET FUND, your purchase will be
processed at the net asset value calculated after your investment has been
converted to federal funds. If you invest by check, or non-federal funds wire,
allow one business day after receipt for conversion into federal funds. Checks
must be made payable to "CT&T FUNDS." If you wire money in the form of federal
funds, your money will be invested at the share price next determined after
receipt of the wire. Except for CHICAGO TRUST MONEY MARKET FUND, orders for
shares received in proper form after 4:00 p.m. will be priced at the net asset
value determined on the next day that the NYSE is open for trading.

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

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

Purchases may be made in one of the following ways:

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

Shares of each Fund may be purchased initially by completing the application
accompanying this Prospectus and mailing it to the Transfer Agent, together
with a check payable to "CT&T FUNDS", c/o FPS Services, Inc., 3200 Horizon
Drive, P.O. Box 61503, King of Prussia, Pennsylvania 19406-0903. The Funds will
not accept third party checks for the purchase of shares. Third party checks
are those that are made out to someone other than the Fund and are endorsed
over to the Fund.

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

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

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

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

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

37
<PAGE>

All investments must be made in U.S. dollars, and, to avoid fees and delays,
checks must be drawn only on banks located in the U.S. In order to help ensure
the receipt of good funds, the Trust reserves the right to delay sending your
redemption proceeds up to 15 days if you purchased shares by check. A charge
($20 minimum) will be imposed if any check used for the purchase of shares is
returned. The Funds and FPS each reserve the right to reject any purchase order
in whole or in part.

EXCHANGE OF SHARES
------------------

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

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

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

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

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

Shares of each Fund may be redeemed without charge on any business day that
the NYSE is open for business. Redemptions will be effective at the net asset
value per share next determined after the receipt by the Transfer Agent of a
redemption request meeting the requirements described below. Each Fund normally
sends redemption proceeds on the next business day, but in any event redemption
proceeds are sent within seven calendar days of receipt of a redemption request
in proper form. However, your redemption proceeds may be delayed up to 15 days
if you purchased the shares to be redeemed by check until such check has
cleared. Payment may also be made by wire directly to any bank previously
designated by the shareowner in a shareowner account application. A shareowner
will be charged $20 for redemptions by wire. Also, please note that the
shareowner's bank may impose a fee for this wire service.

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

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

38
<PAGE>

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

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

Shares may be redeemed in one of the following ways:

REDEMPTIONS BY MAIL
- -------------------
Shareowners may submit a written request for redemption to: CT&T Funds, c/o
FPS Services, Inc., 3200 Horizon Drive, P.O. Box 61503, King of Prussia,
Pennsylvania 19406-0903. The request must be in good order which means that it
must: (i) identify the shareowner's account name and account number; (ii) state
the fund name, (iii) state the number of shares to be redeemed; and (iv) be
signed by each registered owner exactly as the shares are registered.

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

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

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

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

39
<PAGE>

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

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

REDEMPTION BY CHECKS (CHICAGO TRUST MONEY MARKET FUND ONLY)
- -----------------------------------------------------------

If you are a shareowner of CHICAGO TRUST MONEY MARKET FUND and have elected
the free checkwriting option on the account application form, you will receive
checks that you may use to make payments to any person or business. There is no
limit on the number of checks you may write, but each check must be for at
least $500. You will continue to earn dividends on shares redeemed until the
checks are presented to FPS for payment. An account cannot be closed using the
checkwriting privilege. There is currently no charge to shareowners for
checkwriting, but the Funds reserve the right to impose a charge in the future.
There is a $30 charge for bounced checks. The checkwriting privilege may be
suspended or terminated at any time upon notice to investors.

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

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

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

INDIVIDUAL RETIREMENT ACCOUNTS
- ------------------------------

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

40
<PAGE>

DISTRIBUTION PLANS
------------------

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 reimburse the Underwriter for actual expenses not exceeding, on an
annual basis, 0.25% of a Fund's average daily net assets.

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

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

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

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

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

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

41
<PAGE>

over-the-counter are priced at the mean of the latest bid and asked prices.
When market quotations are not readily available, securities and other assets
are valued at fair value as determined in good faith by the Board of Trustees.

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

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

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

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

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

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

TAXES
- -----

Each Fund intends to qualify as a "regulated investment company" under the
Internal Revenue Code ("the Code"). Such qualification relieves a Fund of
liability for Federal income taxes to the extent the Fund's earnings are
distributed in accordance with the Code. Each Fund is treated as a separate
corporate entity for Federal tax purposes. Distributions of any net investment
income and of any net realized short-term capital gains are taxable to
shareowners as ordinary income. Distributions of net capital gain (the excess
of net long-term capital gain over net short-term capital loss) are taxable to
shareowners as long-term capital gain regardless of how long a shareowner may
have held shares of a Fund. The tax treatment of distributions of

42
<PAGE>

ordinary income or capital gains will be the same whether the shareowner
reinvests the distributions or elects to receive them in cash. A distribution
will be treated as paid on December 31 of the current calendar year if it is
declared in October, November or December with a record date in such a month
and paid during January of the following calendar year. Such distributions will
be taxable to shareowners in the calendar year in which the distributions are
declared, rather than the calendar year in which the distributions are
received.

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

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

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

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

PERFORMANCE OF THE FUNDS
------------------------

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

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

43
<PAGE>

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

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

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

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

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

Each Fund is authorized to issue an unlimited number of shares of beneficial
interest without par value. Currently, there is only one class of shares issued
by the Funds of the Company, except for MONTAG & CALDWELL GROWTH FUND. That
Fund offers two classes of shares: Class N shares which are offered by this
Prospectus and Class I shares. Since these classes have different expenses,
i.e. Class I shares do not pay a distribution plan fee, their performance will
vary and it is anticipated that the Class N dividends will be lower than the
Class I dividends. Shares of each Fund represent equal proportionate interests
in the assets of that Fund only and have identical voting, dividend,
redemption, liquidation, and other rights except that Class I shares of MONTAG
& CALDWELL GROWTH FUND have no rights with respect to that fund's distribution
plan. All shares issued are fully paid and non-assessable, and shareowners have
no preemptive or other right to subscribe to any additional shares and no
conversion rights. Class I shares are offered only to institutional investors
and require a minimum investment of $40 million. Information about Class I
shares is available by calling (800) 992-8151.

VOTING RIGHTS
- -------------
Each issued and outstanding full and fractional share of a Fund is entitled
to one full and fractional vote in the Fund. Shares of each Fund participate
equally in regard to dividends, distributions, and liquidations with respect to
that Fund subject to preferences (such as Rule 12b-1 distribution fees), rights
or privileges of any share class. Shareowners have equal non-cumulative voting
rights. Class N shares have exclusive voting rights with respect to the
distribution plan. On any matter submitted to a vote of shareowners, shares of
each Fund will vote separately except when a vote of shareowners in the
aggregate is required by law, or when the Trustees have determined that the
matter affects the interests of more than one Fund, in which case the
shareowners of all such Funds shall be entitled to vote thereon. Chicago Trust
may be deemed to be a "control

44
<PAGE>

person" (as defined in the 1940 Act) of certain Funds, because as of January
30, 1997, it owned of record, but not beneficially: 34.60% of MONTAG & CALDWELL
GROWTH FUND; 93.62% of CHICAGO TRUST GROWTH & INCOME FUND; 56.60% of MONTAG &
CALDWELL BALANCED FUND; 82.47% of CHICAGO TRUST BOND FUND; 92.53% of CHICAGO
TRUST MUNICIPAL BOND FUND; 96.63% of CHICAGO TRUST MONEY MARKET FUND; and
98.67% of CHICAGO TRUST ASSET ALLOCATION FUND. See "PRINCIPAL HOLDERS OF
SECURITIES" in the Statement of Additional Information.

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

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

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

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

SHAREOWNER REPORTS AND INQUIRIES
- --------------------------------
Shareowners will receive Semi-Annual Reports showing portfolio investments
and other information as of April 30 and Annual Reports audited by independent
accountants as of October 31. Shareowners with inquiries should call the Fund
at (800) 992-8151 or write to CT&T Funds, P.O. Box 61503, King of Prussia,
Pennsylvania 19406.

45
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

"AA" -- These bonds also qualify as high-quality debt obligations. Their
capacity to pay interest and repay principal is very strong, and differs from
the "AAA" issues only in small degree.

46
<PAGE>

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

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

"BB", "B", "CCC", "CC", OR "C" -- These bonds are regarded, as having
predominantly speculative characteristics with respect to the issuer's capacity
to pay interest and repay principal. "BB" indicates the lowest degree of
speculation and "C" the highest degree of speculation. While such bonds will
likely have some quality and protective characteristics, these are outweighed
by large uncertainties or major exposures to adverse conditions. Debt rated
"BB" has less near-term vulnerability to default than other speculative issues.
However, it faces major ongoing uncertainties or exposure to adverse business,
financial or economic conditions which could lead to inadequate capacity to
meet timely interest and principal payments. The "BB" rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
"BBB-" rating. Debt rated "B" has a greater vulnerability to default but
currently has the capacity to meet interest payments and principal repayments.
Debt rated "CCC" has a currently identifiable vulnerability to default, and is
dependent upon favorable business, financial and economic conditions to meet
timely payments of interest and repayment of principal. The rating "CC" is
typically applied to debt subordinated to senior debt which is assigned an
actual or implied "CCC" rating. The rating "C" is typically applied to debt
subordinated to senior debt which is assigned an actual or implied "CCC-" debt
rating.

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

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

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

47
<PAGE>

INVESTMENT ADVISORS
-------------------

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

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

SUB-INVESTMENT ADVISOR
----------------------

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

ADMINISTRATOR
-------------

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

CUSTODIAN
---------

UMB Bank, n.a.
928 Grand Avenue
Kansas City, MO 64141

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

48
<PAGE>

CT&T FUNDS

MONTAG & CALDWELL GROWTH FUND
FOR INSTITUTIONAL SHAREHOLDERS
CLASS I SHARES

1100 ATLANTA FINANCIAL CENTER
ATLANTA, GEORGIA 30326-1450

PROSPECTUS
February 28, 1997

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

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

This Prospectus sets forth concisely the information a prospective investor
should know before investing. Investors should read and retain this Prospectus
for future reference. Additional information about the Fund is contained in the
Statement of Additional Information dated February 28, 1997, which has been
filed with the Securities and Exchange Commission ("SEC") and is available upon
request and without charge from the Company, at the addresses and telephone
numbers below. The Statement of Additional Information is incorporated by
reference into this Prospectus.

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

CT&T Funds: Investment Advisor:
- ---------- ------------------

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

1
<PAGE>

TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUMMARY......................................................... 3
EXPENSE INFORMATION........................................................ 4
FINANCIAL HIGHLIGHTS....................................................... 6
INVESTMENT OBJECTIVE AND POLICIES.......................................... 7
INVESTMENT STRATEGIES AND RISK CONSIDERATIONS.............................. 8
MANAGEMENT OF THE FUND..................................................... 14
PORTFOLIO MANAGEMENT METHODS............................................... 16
ADMINISTRATION OF THE FUND................................................. 17
PURCHASE OF SHARES......................................................... 18
REDEMPTION OF SHARES....................................................... 19
NET ASSET VALUE............................................................ 21
DIVIDENDS AND TAXES........................................................ 21
PERFORMANCE OF THE FUND.................................................... 22
GENERAL INFORMATION........................................................ 23

APPENDIX
--------
Debt Ratings............................................................... 25
</TABLE>

2
<PAGE>

PROSPECTUS SUMMARY

THE FUND
- --------

The Company is an open-end, management investment company commonly known as a
mutual fund. The Company was established as a Delaware Business Trust on
September 10, 1993. The Company currently offers eight separate series of
shares, (collectively referred to as "Funds"). This Prospectus offers only
Class I shares of MONTAG & CALDWELL GROWTH FUND (the "Fund").

INVESTMENT DEFINITIONS
- ----------------------

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

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

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

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

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

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

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

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

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

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

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

3
<PAGE>

DIVIDENDS
- ---------

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

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

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

As of December 31, 1996, Montag & Caldwell managed over $8.5 billion in
assets primarily for employee benefit, endowment, charitable and other
institutional clients, mutual funds, and high net worth individuals.

The Bank of Mississippi may be deemed to be a "control person" (as defined in
the 1940 Act) of the Fund, because as of January 30, 1997, it owned of record
62.60% of the Fund. Please see "GENERAL INFORMATION--Voting Rights" herein.

FPS Broker Services, Inc., 3200 Horizon Drive, King of Prussia, Pennsylvania
19406-0903 serves as the Fund's Underwriter. UMB Bank, n.a., 928 Grand Avenue,
Kansas City, Missouri 64106 serves as the Custodian of the Fund's assets. The
Chicago Trust Company serves as the Fund's Administrator. FPS Services, Inc.,
3200 Horizon Drive, P.O. Box 61503, King of Prussia, Pennsylvania 19406-0903
serves as the Fund's Sub-Administrator, Transfer Agent, and Accounting/Pricing
Agent.

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

SHAREOWNER TRANSACTION EXPENSES OF THE FUND:
- -------------------------------------------
<TABLE>
<S> <C>
Maximum Sales Load Imposed on Purchases.................................... None
Maximum Sales Load Imposed on Reinvested Dividends......................... None
Maximum Deferred Sales Load................................................ None
Redemption Fees............................................................ None
Exchange Fees.............................................................. None
</TABLE>

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

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

<TABLE>
<S> <C>
Investment Advisory Fees.................................................. 0.80%
12b-1 Fees................................................................ None
Other Expenses............................................................ 0.18%
-----
Net Expense Ratio......................................................... 0.98%
=====
</TABLE>

4
<PAGE>

The purpose of this table is to assist the investor in understanding the
various expenses that an investor in the Fund will bear directly or indirectly.
The figures in the above table are estimates since the fund is new and are
based on the Fund's operating expenses for the fiscal period ended October 31,
1996. Montag & Caldwell has voluntarily undertaken to waive its fee or
reimburse the Fund for total operating expenses in excess of 0.98%.

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C>
$10 $31
</TABLE>

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

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

5
<PAGE>

FINANCIAL HIGHLIGHTS

The following Financial Highlights are part of the financial statements for
the Fund. The audited period presented is from the Fund's commencement of
operations to October 31, 1996, the end of the Company's most recent fiscal
year. These Financial Highlights have been audited by KPMG Peat Marwick llp,
independent certified public accountants, for the period indicated in their
report thereon appearing in the Company's related Statement of Additional
Information.

The following table sets forth financial data for a share of beneficial
interest outstanding throughout the period presented. This should therefore be
read in conjunction with the financial statements and related notes also
included as Appendix "A" in the Statement of Additional Information.

<TABLE>
<CAPTION>
PERIOD ENDED
10/31/96*
------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................... $ 15.59
-------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income........................................ 0.02
Net realized and unrealized gain on investments.............. 1.49
-------
Total from investment operations........................... 1.51
Less Distributions from and in excess of net investment income. (0.02)
-------
NET ASSET VALUE, END OF PERIOD................................. $ 17.08
=======
TOTAL RETURN................................................... 9.67%(/2/)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's)......................... $52,407
Ratio of expenses to average net assets before reimbursement
of expenses by Advisor...................................... 0.98%(/1/)
Ratio of expenses to average net assets after reimbursement
of expenses by Advisor...................................... 0.98%(/1/)
Ratio of net investment income to average net assets before
reimbursement of expenses by Advisor........................ 0.17%(/1/)
Ratio of net investment income to average net assets after
reimbursement of expenses by Advisor........................ 0.17%(/1/)
Portfolio turnover........................................... 26.36%(/2/)
Average commission rate paid................................. $0.0639
</TABLE>
- --------
* MONTAG & CALDWELL GROWTH FUND Class I Shares commenced operations on June 28,
1996.
(/1/)Annualized.
(/2/)Not Annualized.

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

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

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

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

The portfolio turnover rate for the Fund is calculated by dividing the lesser
of purchases or sales of portfolio investments for the reporting period by the
monthly average value of the portfolio investments owned

6
<PAGE>

during the reporting period. The calculation excludes all securities, including
options, whose maturities or expiration dates at the time of acquisition are
one year or less. Portfolio turnover may vary greatly from year to year as well
as within a particular year, and may be affected by cash requirements for
redemption of units and by requirements which enable the Fund to receive a
favorable tax treatment. In any event, portfolio turnover is generally not
expected to exceed 100% in the Fund. A high rate of portfolio turnover (i.e.,
over 100%) may result in the realization of substantial capital gains and
involves correspondingly greater transaction costs.

INVESTMENT OBJECTIVE AND POLICIES
---------------------------------

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

The Fund strives to attain its investment objectives, but there can, of
course, be no assurance that it will do so. Please refer to the policies and
risk disclosures more fully described under "INVESTMENT STRATEGIES AND RISK
CONSIDERATIONS." Additional investment policies and restrictions are described
in the Statement of Additional Information.

The Fund seeks long-term capital appreciation consistent with investments
primarily in a combination of convertible and non-convertible equity
securities, convertible and non-convertible debt securities, and short-term
instruments. Capital appreciation is emphasized, and generation of income is
secondary. Montag & Caldwell selects equity securities that it believes are
undervalued based upon the issuer's estimated earning power and ability to
produce strong earnings growth over the next twelve to eighteen months. Issuers
include, but are not limited to, established companies with a history of growth
and companies that are expected to enter periods of earnings growth. Montag &
Caldwell may purchase securities of companies which do not pay dividends, but
which are believed to have superior growth potential. The Fund may invest in
securities listed on a stock exchange as well as those traded over-the-counter.

Debt securities consist of obligations of the U.S. Government, its agencies
or instrumentalities, obligations of U.S. companies and of U.S. banks such as
bonds, debentures, zero coupon bonds, and convertible debentures. The Fund will
invest only in investment-grade debt securities which include those securities
that are rated "Baa3" or better by Moody's Investors Service, Inc. ("Moody's")
or "BBB-" or better by Standard & Poor's Corporation ("S&P"), or if not rated,
of comparable quality in the opinion of Montag & Caldwell. The dollar weighted
average quality of the debt securities rated by Moody's will be "A3" or better,
the dollar weighted average quality of the investment-grade debt securities
rated by S&P will be "A" or better, and the dollar weighted average quality of
unrated debt securities will be comparable, as determined by Montag & Caldwell.
The Appendix contains an explanation of Moody's and S&P ratings. In the event a
rated security

7
<PAGE>

held by the Fund is downgraded below an investment-grade rating by Moody's or
S&P, the Investment Advisor shall promptly reassess the risks involved and take
such actions as it determines will be in the best interests of the Fund and its
shareowners.

INVESTMENT STRATEGIES AND RISK CONSIDERATIONS
---------------------------------------------

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

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

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

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

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

The Fund may invest in money market securities, including bank obligations
and commercial paper. Bank obligations may include bankers' acceptances,
negotiable certificates of deposit, and non-negotiable time deposits earning a
specified return, issued for a definite period of time by a U.S. bank that is a
member of the Federal Reserve System or is insured by the Federal Deposit
Insurance Corporation, or by a savings and loan association or savings bank
that is insured by the Federal Deposit Insurance Corporation. Bank obligations
also include U.S. dollar-denominated obligations of foreign branches of U.S.
banks or of U.S. branches of foreign banks, all of the same type as domestic
bank obligations. Investments in bank obligations are limited to the
obligations of financial institutions having more than $1 billion in total
assets at the time of purchase.

Investments in obligations of foreign branches of U.S. banks and of U.S.
branches of foreign banks may subject the Fund to additional investment risks,
including future political and economic developments, the

8
<PAGE>

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

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

BORROWING
- ---------

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

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

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

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

The Fund may enter into repurchase agreements pursuant to which the Fund
purchases portfolio assets from a bank or broker-dealer concurrently with an
agreement by the seller to repurchase the same assets from
the Fund at a later date at a fixed price. Repurchase agreements are
considered, under the 1940 Act, to be collateralized loans by the Fund to the
seller secured by the securities transferred to the Fund. Repurchase agreements
will be fully collateralized by securities in which the Fund may invest
directly. Such collateral will

9
<PAGE>

be marked-to-market daily. If the seller of the underlying security under the
repurchase agreement should default on its obligation to repurchase the
underlying security, the Fund may experience delay or difficulty in exercising
its right to realize upon the security and, in addition, may incur a loss if
the value of the security should decline, as well as disposition costs in
liquidating the security. The Fund must treat each repurchase agreement as a
security for tax diversification purposes and not as cash, a cash equivalent or
receivable.

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

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

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

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

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

The Fund may seek additional income from time to time by lending their
respective portfolio securities on a short-term basis to banks, brokers and
dealers under agreements. Loans of portfolio securities by the Fund will be
collateralized by cash held in non-interest bearing demand accounts, letters of
credit or securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities which will be maintained at all times in an
amount equal to the current market value of the loaned securities. The Fund may
not make such loans in excess of 25% of the value of its total assets. The
major risk to which the Fund would be exposed on a loan transaction is the risk
that the borrower would become bankrupt at a time when the value of the
security goes up. Therefore, the Fund will only enter into loan arrangements
after a review by the Investment Advisor, subject to overall supervision by the
Board of Trustees, including a review of the creditworthiness of the borrowing
broker-dealer or other institution and then only if the consideration to be
received from such loans would justify the risk. Creditworthiness will be
monitored on an ongoing basis by the Investment Advisor.

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

The Fund may invest in securities issued by other investment companies which
invest in securities in which the Fund is permitted to invest and which
determine their net asset value per share based on the amortized cost or penny-
rounding method. In addition, the Fund may invest in securities of other
investment companies within the limits prescribed by the 1940 Act, which
include limits to its investments in securities issued by other investment
companies so that, as determined immediately after a purchase of such
securities is made: (i) not more than 5% of the value of the Fund's total
assets will be invested in the securities of any one investment company; (ii)
not more than 10% of its total assets will be invested in the aggregate in
securities of investment companies as a group; and (iii) not more than 3% of
the outstanding voting stock of any one investment company will be owned by the
Fund. The Fund is subject to additional limitations in these purchases as
described under "INVESTMENT RESTRICTIONS" in the Statement of Additional
Information.

10
<PAGE>

As a shareowner of another investment company, the Fund would bear, along with
other shareowners, its pro rata portion of the such investment company's
expenses, including advisory fees. These expenses would be in addition to the
advisory and other expenses that the Fund bears directly in connection with its
own operations.

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

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

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

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

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

11
<PAGE>

DERIVATIVE INVESTMENTS
- ----------------------

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

The Fund may engage in such practices for hedging purposes, or to maintain
liquidity, or in anticipation of changes in the composition of its portfolio
holdings. The Fund will not engage in derivative investments purely for
speculative purposes. The Fund will invest in one or more derivatives only to
the extent that the instrument under consideration is judged by the Investment
Advisor to be consistent with the Fund's overall investment objective and
policies. In making such judgment, the potential benefits and risks will be
considered in relation to the Fund's other portfolio investments.

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

1. OPTIONS:

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

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

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

12
<PAGE>

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

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

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

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

3. FUTURES CONTRACTS AND RELATED OPTIONS:

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

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

13
<PAGE>

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

1. OPTIONS, FUTURES, AND FORWARD CONTRACTS:

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

2. FIXED INCOME INVESTING:

The Fund may engage in fixed income investment practices. There are two
principal types of risks associated with investing in debt securities: (1)
market (or interest rate) risk and (2) credit risk.

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

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

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

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

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

The Investment Advisor for the Fund is Montag & Caldwell, Inc. ("Montag &
Caldwell"), a registered investment advisor located at 1100 Atlanta Financial
Center, 3343 Peachtree Road, NE, Atlanta, Georgia 30326-1450. As of December
31, 1996, Montag & Caldwell managed over $8.5 billion in assets, primarily for
employee benefit, endowment, charitable and other institutional clients, as
well as high net worth individuals. Montag & Caldwell was founded in 1945 is a
wholly-owned subsidiary of the Alleghany Corporation, which is engaged through
its subsidiaries in the business of title insurance, reinsurance, other
financial services and industrial minerals. Alleghany Corporation is located at
Park Avenue Plaza, New York, New York 10055.

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

14
<PAGE>

For providing investment advisory services, the Fund has agreed to pay Montag
& Caldwell a monthly fee at the following annual rate of 0.80% based on the
Fund's average daily net assets, which is higher than the advisory fees paid by
most other funds; however, this fee is comparable with those of other mutual
funds with similar investment objectives.

Montag & Caldwell has voluntarily undertaken to waive its fee or reimburse
the Fund for total operating expenses in excess of 0.98%. Such fee
reimbursements may be terminated at the discretion of Montag & Caldwell.
Operating expenses for fee waiver/expense reimbursement purposes do not include
interest, taxes, brokerage charges, litigation or extraordinary items. Montag &
Caldwell has also agreed to waive that portion of its advisory fee equal to the
total expenses of the Fund for any fiscal year which exceeds the permissible
limits applicable to the Fund in any state in which its shares are then
qualified for sale. The Fund believes that currently there are no such
limits.

15
<PAGE>

PORTFOLIO MANAGEMENT METHODS

INVESTMENT MANAGEMENT TEAM

Investment decisions for the Fund are made by an investment management team
at Montag & Caldwell. Ronald E. Canakaris heads the team and is the portfolio
manager for the Fund.

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

Mr. Ronald E. Canakaris, President and Chief Investment Officer of Montag &
Caldwell, Inc. since 1984, manages the investment program of Montag & Caldwell
Growth Fund. He is primarily responsible for the day-to-day management of the
Fund's portfolio. Mr. Canakaris, a Chartered Financial Analyst, has been a
portfolio manager and the Director of Research at Montag & Caldwell since 1973.
He has been the portfolio manager and primarily responsible for making the
investment decisions of the Enterprise Growth Fund since 1980. The Enterprise
Growth Fund had net assets of $201.2 million as of December 31, 1996. Average
annual returns for the one-year, three-year, five-year, ten-year and since
inception periods ended December 31, 1996 compared with the performance of the
Standard & Poor's 500 Composite Stock Price Index were:

<TABLE>
<CAPTION>
MONTAG & CALDWELL ENTERPRISE GROWTH
GROWTH FUND ENTERPRISE GROWTH FUND- S&P 500
CLASS I (1) FUND (1), (3) NET OF LOAD (2), (3) INDEX (4)
----------------- ----------------- -------------------- ---------
<S> <C> <C> <C> <C>
Since 6/28/96*.......... 15.31% 14.79% 9.35% 11.69%
One Year................ -- 32.60 26.30 22.95
Three Years............. -- 22.49 20.53 19.66
Five Years.............. -- 16.69 15.56 15.20
Ten Years............... -- 16.54 15.97 15.28
</TABLE>
- --------

* Montag & Caldwell Growth Fund Class I commenced operations on June 28, 1996.
The total returns listed from 6/28/96 to 12/31/96 are not annualized.

(1) Average annual total return reflects changes in share prices and
reinvestment of dividends and distributions and is net of fund expenses.

(3) The expense ratio of Enterprise Growth Fund has been capped at 1.60% from
January 1, 1990 through December 31, 1996. From September 15, 1987 to
December 31, 1989, the expense ratio was capped at 2.50%; from January 1,
1987 through September 15, 1987, the expense ratio was capped at 1.50%. For
each of the years 1987 through 1993, a portion of the ENTERPRISE GROWTH
FUND'S expenses were reimbursed. The expense ratio of the MONTAG & CALDWELL
GROWTH FUND CLASS I SHARES has been capped at 0.98% from inception on June
28, 1996 through December 31, 1996.

The investment objectives, policies and strategies of the Enterprise Growth
Fund are substantially similar in all material aspects to the Montag & Caldwell
Growth Fund. Historical performance is not indicative of future performance.
The Enterprise Growth Fund is a separate fund and its historical performance is
not

16
<PAGE>

indicative of the past or future performance of the MONTAG & CALDWELL GROWTH
FUND. Share prices and investment returns will fluctuate reflecting market
conditions, as well as changes in company-specific fundamentals of portfolio
securities.

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

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

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

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

Pursuant to a Sub-Administration Agreement, FPS Services, Inc. ("FPS" or the
Sub-Administrator), 3200 Horizon Drive, King of Prussia, Pennsylvania 19406-
0903, acts as Sub-Administrator and receives a fee equal to the annual rate
paid to Chicago Trust as Administrator. The Sub Administrator also retains a
portion of the Fund's custody fees.

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

THE TRANSFER AGENT AND FUND ACCOUNTING/PRICING AGENT
- ----------------------------------------------------

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

FPS also performs certain accounting and pricing services for the Fund,
including the daily calculation of the Fund's net asset value.

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

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

EXPENSES
- --------

17
<PAGE>

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

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

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

Shares of the Fund may be purchased directly from the Fund at the net asset
value next determined after receipt of the order in proper form by the Transfer
Agent. The minimum initial investment is $40 million, there is no minimum
subsequent investment. There is no sales load or charge in connection with the
purchase of shares. The Company reserves the right to reject any purchase order
and to suspend the offering of shares of the Fund. The Fund also reserves the
right to vary the initial and subsequent investment minimums, or to waive the
minimum investment requirements for any investor.

Purchase orders for shares of the Fund which are received by FPS in proper
form, including money order, check or bank draft by the closing of the New York
Stock Exchange ("NYSE") (currently 4:00 p.m. Eastern time) will be purchased at
such Fund's net asset value determined that day. If you invest by check, allow
one business day after receipt for conversion into federal funds. Checks must
be made payable to the Fund. If you wire money in the form of federal funds,
your money will be invested at the share price next determined after receipt of
the wire. Orders for shares received in proper form after 4:00 p.m. will be
priced at the net asset value determined on the next day that the NYSE is open
for trading.

MONTAG & CALDWELL GROWTH FUND offers two classes of shares. Only the Class I
shares are offered under this prospectus.

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

Purchases may be made in one of the following ways:

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

Shares of the Fund may be purchased initially by completing the application
accompanying this Prospectus and mailing it to the Transfer Agent, together
with a check payable to "Montag & Caldwell Growth Fund

18
<PAGE>

Class I Shares", c/o FPS Services, Inc., 3200 Horizon Drive, P.O. Box 61503,
King of Prussia, Pennsylvania 19406-0903. The Fund will not accept third party
checks for the purchase of shares. Third party checks are those that are made
out to someone other than the Fund and are endorsed over to the Fund.

INITIAL PURCHASES BY WIRE
- -------------------------

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

UMB BANK KC NA
ABA # 10-10-00695
FOR: FPS Services, Inc.
A/C 98-7037-071-9
FBO "MONTAG & CALDWELL GROWTH FUND--CLASS I SHARES"
"SHAREOWNER NAME AND ACCOUNT NUMBER"

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

Once an account has been opened, subsequent purchases may be made by mail,
bank wire,
or by telephone. When making additional investments by mail, simply return the
remittance portion of a previous confirmation with your investment in the
envelope provided. Your check must be made payable to "MONTAG & CALDWELL GROWTH
FUND--CLASS I SHARES" and mailed to the CT&T Funds, c/o FPS Services, Inc.,
P.O. Box 412797, Kansas City, MO 64141-2797.

All investments must be made in U.S. dollars, and, to avoid fees and delays,
checks must be drawn only on banks located in the U.S. In order to help ensure
the receipt of good funds, the Trust reserves the right to delay sending your
redemption proceeds up to 15 days if you purchased shares by check. A charge
($20 minimum) will be imposed if any check used for the purchase of shares is
returned. The Fund and FPS each reserve the right to reject any purchase order
in whole or in part.

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

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

Shares of the Fund may be redeemed without charge on any business day that
the NYSE is open for business. Redemptions will be effective at the net asset
value per share next determined after the receipt by the Transfer Agent of a
redemption request meeting the requirements described below. The Fund normally
sends redemption proceeds on the next business day, but in any event redemption
proceeds are sent within seven calendar days of receipt of a redemption request
in proper form. However, your redemption proceeds may be delayed up to 15 days
if you purchased the shares to be redeemed by check until such check has
cleared. Payment may also be made by wire directly to any bank previously
designated by the shareowner in a shareowner account application. A shareowner
will be charged $20 for redemptions by wire. Also, please note that the
shareowner's bank may impose a fee for this wire service.

19
<PAGE>

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

Shares may be redeemed in one of the following ways:

REDEMPTIONS BY MAIL
- -------------------

Shareowners may submit a written request for redemption to: CT&T Funds, c/o
FPS Services, Inc., 3200 Horizon Drive, P.O. Box 61503, King of Prussia,
Pennsylvania 19406-0903. The request must be in good order which means that it
must: (i) identify the shareowner's account name and account number; (ii) state
the fund name; (iii) state the number of shares to be redeemed; and (iv) be
signed by each registered owner exactly as the shares are registered.

REDEMPTIONS BY TELEPHONE
- ------------------------

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

20
<PAGE>

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

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

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

The net asset value per share is computed by adding the value of all
securities and other assets in the portfolio, deducting any liabilities
(expenses and fees are accrued daily) and dividing by the number of shares
outstanding. The portfolio securities of the Fund listed or traded on a stock
exchange are valued at the latest sale price. If no sale price is reported, the
mean of the latest bid and asked prices is used. Securities traded over-the-
counter are priced at the mean of the latest bid and asked prices. When market
quotations are not readily available, securities and other assets are valued at
fair value as determined in good faith by the Board of Trustees.

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

DIVIDENDS
- ---------

Dividends, if any, from the Fund's net investment income will be declared and
paid quarterly. Aggregate net profits, if any, realized from the sale of
portfolio securities, are distributed at least once each year unless they are
used to offset losses carried forward from prior years, in which case no such
gain will be distributed.

21
<PAGE>

TAXES
- -----

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

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

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

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

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

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

TOTAL RETURN
- ------------

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

22
<PAGE>

GENERAL INFORMATION

ORGANIZATION

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

DESCRIPTION OF SHARES

The Fund is authorized to issue an unlimited number of shares of beneficial
interest without par value. Shares of the Fund represent equal proportionate
interests in the assets of the Fund only and have identical voting, dividend,
redemption, liquidation, and other rights. All shares issued are fully paid and
non-assessable, and shareowners have no preemptive or other right to subscribe
to any additional shares and no conversion rights. Currently, there is only one
class of shares issued by the Funds of the Company, except for MONTAG &
CALDWELL GROWTH FUND. That Fund offers two classes of shares: Class I shares
which are offered by this Prospectus, and Class N shares. Class N shares are
offered to retail investors. Information about Class N shares is available by
calling (800) 992-8151.

VOTING RIGHTS

Each issued and outstanding full and fractional share of the Fund is entitled
to one full and fractional vote in the Fund and all shares of the Fund
participate equally in regard to dividends, distributions, and liquidations
except that Class I shares have no voting rights with respect to the
distribution plan. Shareowners do not have cumulative voting rights. On any
matter submitted to a vote of shareowners, shares of the Fund or class will
vote separately except when a vote of shareowners in the aggregate is required
by law, or when the Trustees have determined that the matter affects the
interests of the Fund, in which case the shareowners of the Fund shall be
entitled to vote thereon. The Bank of Mississippi is deemed a "control person"
of the Fund because as

of January 30, 1997, it owned of record 62.60% of the Fund. This does not mean,
however, that the bank manages the affairs of the Fund. The business and
affairs of the Fund are managed under the direction of the Board of Trustees.
See "PRINCIPAL HOLDERS OF SECURITIES" in the Statement of Additional
Information.

SHAREOWNER MEETINGS

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

CERTAIN PROVISIONS OF TRUST INSTRUMENT

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

23
<PAGE>

PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS

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

Subject to the foregoing considerations, preference may be given in executing
portfolio transactions for the Fund to brokers which have sold shares of the
Fund.

SHAREOWNER REPORTS AND INQUIRIES

Shareowners will receive Semi-Annual Reports showing portfolio investments
and other information as of April 30 and Annual Reports audited by independent
accountants as of October 31. Shareowners with inquiries should call the Fund
at (800) 992-8151 or write to CT&T Funds, P.O. Box 61503, King of Prussia,
Pennsylvania 19406.

24
<PAGE>

APPENDIX

DEBT RATINGS

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

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

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

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

"AA" -- These bonds also qualify as high-quality debt obligations. Their
capacity to pay interest and repay principal is very strong and differs from
the "AAA" issues only in small degree.

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

25
<PAGE>

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

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

ADMINISTRATOR
-------------

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

CUSTODIAN
---------

UMB Bank, n.a.
928 Grand Avenue
Kansas City, MO 64141

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

26
<PAGE>

MONTAG & CALDWELL GROWTH FUND (Institutional Series Only)
New Account Application

For assistance with this application, call us at 800-992-8151.

1. REGISTRATION
Corporations, Partnerships, Trusts and Others

_________________________________ __________________________________
Name of Legal Entity Taxpayer Identification Number

_________________________________ __________________________________
Name of Fiduciary Name of Fiduciary

_________________________________
Date of Trust (month, day, year)

2. MAILING ADDRESS

_____________________________________________________________________________
Street City State ZIP Code

_________________________________ _________________________________________
Daytime Telephone Internet Address

Domiciled in [ ] U.S. [ ] Other (please specify)_______________________

Send Duplicate Statements To:

_____________________________________________________________________________
Name Company

_____________________________________________________________________________
Street City State ZIP Code

3. INVESTMENT INFORMATION

Fund Name Amount
--------- ------

Montag & Caldwell Growth Fund - I Shares --------------
For Wire Instructions please refer to Prospectus.

DISTRIBUTION OPTIONS
Capitol Gains Capitol Gains Capitol Gains
and Dividends Reinvested and Dividends
Reinvested Dividends, in Cash in Cash
---------- ------------------ -------
[_] [_] [_]
Dividends and Capital Gains will be
reinvested unless otherwise specified.

4. TELEPHONE REDEMPTION

___ I (we) authorize Fund/Plan Services to honor telephone instructions for
my (our) account and to wire redemption proceeds per my (our)
instructions below: Neither the Fund nor Fund/Plan Services will be
liable for properly acting upon telephone instructions believed to be
genuine.

_____________________________ ______________________________________________
Bank Account Number Name of Bank

_____________________________________________________________________________
Street Address City State ZIP Code

Bank's ABA Number (9 digits)_________________________________________________

Signature(s) of Bank Account owner(s) or Trustee(s)__________________________

__________________________

5. ACKNOWLEDGMENT AND SIGNATURE

Each Owner Must Sign This Section.

I am (we are) of legal age, have received and read the Prospectus, and agree
to the terms therein. Under penalties of perjury, the account owner hereby
certifies that (1) the Tax ID number is correct and (2) the account owner is
not subject to backup withholding because (a) the account owner has not been
notified of being subject to backup withholding as a result of a failure to
report all interest or dividends, or (b) the Internal Revenue Service has
provided notification that the account owner is no longer subject to backup
withholding. (The Internal Revenue Service does not require your consent to
any provision of this document other than the certifications required to
avoid backup witholding.)

_____________________________________________________________________________
Signature of Partner, Trustees or Other Signature of Joint Owner, Partner,
Trustee or Other
____________________________________
Date

6. FOR INVESTMENT DEALER INFORMATION ONLY

_________________________________ _________________________________________
Firm Name Branch/Branch #

_____________________________________________________________________________
Branch Address City State ZIP Code

___________________________ ________________________________________________
Rep# Rep's Last Name

Mail Completed Application to: "CT&T FUNDS", c/o FPS Broker Services, Inc.
P.O. Box 3200, King of Prussia, PA 19406-0903

<PAGE>

7. ACKNOWLEDGMENT AND SIGNATURE
Each owner must sign this section.
I am (we are) of legal age, have received and read the Prospectus for the
funds in which I am (we are) investing and agree to the terms therein. Under
penalties of perjury, the account owner hereby certifies that (1) the Tax
ID number is correct and (2) the account owner is not subject to backup
withholding because (a) the account owner has not been notified of being
subject to backup withholding as a result of a failure to report all
interest or dividends, or (b) the Internal Revenue Service has provided
notification that the account owner is no longer subject to backup
withholding. (The internal Revenue Service does not require your consent to
any provision of this document other than the certifications required to
avoid backup withholding.)

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

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

8. FOR INVESTMENT DEALER INFORMATION ONLY

------------------------------------------- ------------------------------
Firm name Branch/Branch #

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

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

--------------------------- ----------------------------------------------
Rep# Rep's Last Name

<PAGE>

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

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

February 28, 1997

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

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 institutional investors.

This Statement of Additional Information is not a Prospectus, and should be
read only in conjunction with the Prospectus dated February 28, 1997. 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:
- -----------
171 North Clark Street
Chicago, Illinois 60601
(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.

<PAGE>

TABLE OF CONTENTS
-----------------
Page
THE FUNDS .................................................................

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

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

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

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

INVESTMENT ADVISORY AND OTHER SERVICES ....................................

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

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

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

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

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

APPENDIX ..................................................................

Appendix "A":

Audited Financial Statements dated October 31, 1996
---------------------------------------------------

<PAGE>

THE FUNDS
---------

CT&T Funds, 171 North Clark Street, Chicago, Illinois 60601, is a no-load,
open-end management investment company which currently offers eight series of
shares of beneficial interest representing separate portfolios of investments:
Montag & Caldwell Growth Fund, Chicago Trust Growth & Income Fund, Chicago Trust
Talon Fund, Chicago Trust Asset Allocation Fund, Montag & Caldwell Balanced
Fund, Chicago Trust Bond Fund, Chicago Trust Municipal Bond Fund, and Chicago
Trust Money Market Fund (collectively referred to as "Funds" or individually as
a "Fund").

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

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

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

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

RESTRICTED SECURITIES

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

CONVERTIBLE SECURITIES

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

MONEY MARKET INSTRUMENTS AND RELATED RISKS

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

<PAGE>

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 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 , 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.

<PAGE>

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.

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 loans by a Fund under the 1940 Act.

<PAGE>

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

Each Fund will only enter into a repurchase agreement where the market value
of the underlying security, including interest accrued, will be at all times
equal to or exceed the value of the repurchase agreement. The securities held
subject to a repurchase agreement by Chicago Trust Money Market Fund may have
stated 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, or liquid, securities in an
amount at least equal to the market value of the securities, plus accrued
interest, subject to the agreement. (Liquid securities as used in the prospectus
and this Statement of Additional Information include equity securities and debt
securities that are unencumbered and market-to-market daily.) 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.
<PAGE>

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.

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.

<PAGE>

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.

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, cash or liquid securities, 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 cash or liquid securities 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.
<PAGE>

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 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.

<PAGE>

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 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.

<PAGE>

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.

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.

<PAGE>

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 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, or liquid securities 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.
<PAGE>

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.

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

<PAGE>

(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 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.

<PAGE>

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 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

<PAGE>

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. The volatility of the security would likely increase, however, because
the expected decline in prepayments would lead to longer effective maturity of
the underlying mortgages.

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 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 cash
or liquid 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

<PAGE>

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), interests in oil, gas and/or mineral exploration or
development programs or leases.

(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

<PAGE>

the value of its total assets at the time of such borrowing; or mortgage,
pledge, or hypothecate any assets, except in connection with any such
borrowing and in amounts not in excess of the lesser of the dollar amounts
borrowed or 10% of the value of the total assets of the Fund at the time
of its borrowing. All borrowings will be done from a bank and asset
coverage of at least 300% is required. A Fund will not purchase securities
when borrowings exceed 5% of that Fund's total assets;

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

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

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

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

<PAGE>

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

Information pertaining to the Trustees and Executive Officers of the Company is
set forth below.

<TABLE>
<CAPTION>
===================================================================================================================
POSITION WITH PRINCIPAL OCCUPATIONS
NAME AGE COMPANY FOR PAST FIVE YEARS
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Stuart D. Bilton * 51 Chairman, Mr. Bilton is Executive Vice President of Chicago Title
171 North Clark Street Board of Trustees and Trust Company and President and Chief Executive
Chicago, IL 60601 Officer of The Chicago Trust Company, where he is
responsible for the Financial Services Group. Mr. Bilton
has held a variety of positions within Chicago Title and
Trust Company including: Chief Economist; Senior Vice
President--Corporate Marketing and Strategic Planning;
Vice President--Lincoln National Life; and Manager of
Eastern Region Reinsurance Operations. Mr. Bilton was
educated at the London School of Economics and at the
University of Wisconsin. He is a Chartered Financial
Analyst, a Director of Montag & Caldwell, Inc., and a
Director of Baldwin & Lyons, Inc., an Indianapolis based
insurance company and the Boys and Girls Clubs of
Chicago.

- -------------------------------------------------------------------------------------------------------------------
Dorothea C. Gilliam * 44 Trustee Ms. Gilliam is Vice President of Investments of the
171 North Clark Street Alleghany Corporation, the parent company of Chicago
Chicago, IL 60601 Title and Trust Company. Previously she was an
Assistant Vice President of Chicago Title and Trust
Company.

- -------------------------------------------------------------------------------------------------------------------
Leonard F. Amari 55 Trustee Mr. Amari is a Partner at the law offices of Amari &
218 North Jefferson Street Locallo, a practice confined exclusively to the real estate
Chicago, IL 60661 tax assessment process.

- -------------------------------------------------------------------------------------------------------------------
Gregory T. Mutz 51 Trustee Mr. Mutz is the Chairman of the Board for both the Amli
125 South Wacker Drive Realty and Amli Residential Properties, Inc. As
Suite 3100 Chairman, he is responsible for the operation of the two
Chicago, IL 60606 real estate companies whose principal businesses are
multi-family apartments, land, and business, office and
industrial parks.

- -------------------------------------------------------------------------------------------------------------------
Nathan Shapiro 61 Trustee Mr. Shapiro is the President of SF Investments, Inc., a
1700 Ridge broker/dealer and investment banking firm. Previously,
Highland Park, IL 60035 he was President of SLD Corporation, a consulting firm
and Senior Vice President of Pekin, Singer and Shapiro,
an investment advisory firm. He is a Director of Baldwin
& Lyons, Inc.

===================================================================================================================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
=============================================================================================================================

POSITION WITH PRINCIPAL OCCUPATIONS
NAME AGE COMPANY FOR PAST FIVE YEARS
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
Kenneth C. Anderson 33 President (Chief Mr. Anderson has been a Vice President of The
171 North Clark Street Operating Officer) Chicago Trust Company since 1993, where he is
Chicago, IL 60601 responsible for the mutual fund operations and
marketing. Previously, he was a manager with KPMG
Peat Marwick LLP, specializing in financial institutions.
Mr. Anderson is a Certified Public Accountant.

- -----------------------------------------------------------------------------------------------------------------------------
David F. Seng 55 Senior Vice President Mr. Seng is an Executive Vice President and Chief
1100 Atlanta Financial Center Operating Officer of Montag & Caldwell, Inc., and a
3343 Peachtree Road, NE Chartered Financial Analyst.
Atlanta, GA 30326-8151

- -----------------------------------------------------------------------------------------------------------------------------
Gerald F. Dillenburg 30 Vice President, Mr. Dillenburg has been the operations manager and
171 North Clark Street Secretary, and compliance officer of the mutual funds for The
Chicago, IL 60601 Treasurer (Chief Chicago Trust Company since 1996. Previously, he was
Financial Officer) an audit manager with KPMG Peat Marwick LLP
specializing in investment services, including mutual and
trust funds, broker/dealers and investment advisors. Mr.
Dillenburg is a Certified Public Accountant.

- -----------------------------------------------------------------------------------------------------------------------------
Thomas J. Adams III, Esq. 55 Vice President Mr. Adams joined Chicago Title and Trust Company in
171 North Clark Street September 1967 as Attorney Trainee and was appointed
Chicago, IL 60601 Assistant Counsel in July 1972. In January 1973, he was
appointed Assistant General Counsel of both Chicago
Title and Trust Company and Chicago Title Insurance
Company. In December 1979, Mr. Adams was elected
Vice President, Associate General Counsel of Chicago
Title and Trust Company and Chicago Title Insurance
Company. In 1985, he was elected General Corporate
Counsel and Secretary of Chicago Title Insurance
Company as well as General Corporate Counsel of
Chicago Title and Trust Company. Mr. Adams was also
elected Vice President of Security Union Title Insurance
Company in April 1988. Mr. Adams received his B.A.
from Dartmouth College in 1964, his Juris Doctor from
Northwestern Law School in 1967, and an M.B.A. from
the University of Chicago Graduate School of Business
in 1974.

==============================================================================================================================
</TABLE>

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

The Trustees of the Funds who are not "interested persons" of the Funds
receive fees and expenses for each meeting of the Board of Trustees they attend.
Effective January 1, 1997, such Trustees receive $1,500 for each Board Meeting
attended, and an annual retainer of $1,500. However, no officer or employee of
Chicago Title and Trust Company or The Chicago Trust Company or their affiliates
receives any compensation from the Funds for acting as a Trustee of the Funds.
The Officers of the Funds receive no

<PAGE>

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,
1996.

<TABLE>
<CAPTION>
Trustee Aggregate Fees Paid by the Company
------- ----------------------------------
<S> <C>
Leonard F. Amari $4,750

Gregory T. Mutz $4,750

Nathan Shapiro $4,750
</TABLE>

As of January 30, 1997, 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
January 30, 1997, were owners of record of 5% or more of the shares
of the Funds. 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 Class N
- -------------------------------------

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

Miter & Co. 34.60%
c/o Marshall & Ilsley Trust Co.
Attn: Outsourcing
P.O. Box 8020
221 West College Avenue
Appleton, WI 54913

First Union National Bank 6.09%
TRST Hickory Springs Manufacturing
Defined Benefit Pension Plan
First Union Center
Charlotte, NC 28288

MONTAG & CALDWELL GROWTH FUND Class I
- -------------------------------------

The Bank of Mississippi 62.60%
c/o Trust
P.O. Box 1605
Jackson, MS 39215

<PAGE>

Mac & Co. 15.37%
Mutual Funds Operations
P.O. Box 398
Pittsburgh, PA 15230

NationsBank MD 12.53%
Davis Polk & Wardwell Trust
P.O. Box 831575
Dallas, TX 75283

Volunteer Bank 8.69%
Trust Division
P.O. Box 549
Jackson, TN 38302

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

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

Miter & Co. 93.62%
c/o Marshall & Ilsley Trust Co.
Attn: Outsourcing
P.O. Box 8020
221 West College Avenue
Appleton, WI 54913

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

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

Miter & Co. 56.60%
c/o Marshall & Ilsley Trust Co.
Attn: Outsourcing
P.O. Box 8020
221 West College Avenue
Appleton, WI 54913

<PAGE>

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

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

Miter & Co. 82.47%
c/o Marshall & Ilsley Trust Co.
Attn: Outsourcing
P.O. Box 8020
221 West College Avenue
Appleton, WI 54913

Davis & Company 9.17%
c/o Marshall & Ilsley Trust Co.
Attn: Outsourcing
P.O. Box 8020
221 West College Avenue
Appleton, WI 54913

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

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

Davis & Company 92.53%
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 96.63%
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. 98.67%
c/o Marshall & Ilsley Trust Co.
Attn: Outsourcing
P.O. Box 8020
221 West College Avenue
Appleton, WI 54913

<PAGE>

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 it's 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. The Funds
believe that no state currently limits the Funds' expenses.

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:

Fiscal year ended October 31, 1996:

======================================================================================================================
Net Advisory Waived
Fees Fees and
Gross Advisory Fees Paid After Reimbursed
FUND Earned by Advisors Fee Waivers Expenses
---- ------------------ ----------- --------
======================================================================================================================
<S> <C> <C> <C>
Montag & Caldwell Growth Fund $834,718 $800,071 $34,647
- ----------------------------------------------------------------------------------------------------------------------
Chicago Trust Growth & Income Fund $1,324,207 $1,038,213 $285,994
- ----------------------------------------------------------------------------------------------------------------------
Chicago Trust Talon Fund $112,153 $16,856 $95,297
- ----------------------------------------------------------------------------------------------------------------------
Chicago Trust Asset Allocation Fund $1,075,631 $815,487 $260,144
- ----------------------------------------------------------------------------------------------------------------------
Montag & Caldwell Balanced Fund $195,796 $110,391 $85,405
- ----------------------------------------------------------------------------------------------------------------------
Chicago Trust Bond Fund $416,462 $190,705 $225,757
- ----------------------------------------------------------------------------------------------------------------------
Chicago Trust Municipal Bond Fund $67,672 $0 $70,437
- ----------------------------------------------------------------------------------------------------------------------
Chicago Trust Money Market Fund $821,513 $647,188 $174,325
- ----------------------------------------------------------------------------------------------------------------------

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

<PAGE>

Fiscal year ended October 31, 1995:
<TABLE>
<CAPTION>
===================================================================================================================
Net Advisory Waived Fees
Fees and
Gross Advisory Fees Paid After Reimbursed
FUND Earned by Advisors Fee Waivers Expenses
---- ------------------- ----------- --------
===================================================================================================================
<S> <C> <C> <C>
Montag & Caldwell Growth Fund $154,451 $45,631 $108,820
- -------------------------------------------------------------------------------------------------------------------
Chicago Trust Growth & Income Fund $222,466 $94,834 $127,632
- -------------------------------------------------------------------------------------------------------------------
Chicago Trust Talon Fund $64,359 $0 $139,529
- -------------------------------------------------------------------------------------------------------------------
Chicago Trust Asset Allocation Fund $121,079 $90,985 $30,094
- -------------------------------------------------------------------------------------------------------------------
Montag & Caldwell Balanced Fund $78,125 $0 $129,051
- -------------------------------------------------------------------------------------------------------------------
Chicago Trust Bond Fund $123,919 $0 $165,348
- -------------------------------------------------------------------------------------------------------------------
Chicago Trust Municipal Bond Fund $66,027 $0 $138,875
- -------------------------------------------------------------------------------------------------------------------
Chicago Trust Money Market Fund $638,608 $346,606 $292,002
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------

<CAPTION>
Fiscal year ended October 31, 1994:

===================================================================================================================
Net Advisory Waived Fees
Fees and
Gross Advisory Fees Paid After Reimbursed
FUND Earned by Advisors Fee Waivers Expenses
---- ------------------ ----------- --------
===================================================================================================================
<S> <C> <C> <C>
Chicago Trust Growth & Income Fund $67,652 $0 $97,661
- -------------------------------------------------------------------------------------------------------------------
Chicago Trust Talon Fund $2,710 $0 $22,096
- -------------------------------------------------------------------------------------------------------------------
Chicago Trust Bond Fund $55,334 $0 $122,337
- -------------------------------------------------------------------------------------------------------------------
Chicago Trust Municipal Bond Fund $53,919 $0 $107,003
- -------------------------------------------------------------------------------------------------------------------
Chicago Trust Money Market Fund $273,410 $110,079 $163,331
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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.

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 ("Chicago Title and Trust"), 171 North
Clark Street, Chicago, Illinois 60601, an Illinois chartered trust company and a
wholly-owned subsidiary of the Alleghany Corporation ("Alleghany"), provided
investment advisory services to certain Funds of the Company since their
respective inception dates through October 30, 1995. As described more fully
below, The Chicago Trust Company ("Chicago Trust"), an Illinois corporation,
assumed those responsibilities on October 30, 1995. Such Funds include: Chicago
Trust Growth & Income Fund; Chicago Trust Asset Allocation Fund; Chicago Trust
Bond Fund; Chicago Trust Municipal Bond Fund; Chicago Trust Money Market Fund;
and Chicago Trust Talon Fund, with Talon Asset Management, Inc. serving as
Sub-Advisor for that Fund.

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

Chicago Trust managed approximately $6.0 billion in assets at December
31, 1996, consisting primarily of pension and profit sharing accounts, high net
worth individuals, families and insurance companies. Chicago Trust, an Illinois
corporation, is an indirect and wholly-owned subsidiary of Alleghany
Corporation. Alleghany Corporation, located at Park Avenue Plaza, New York City,
New York 10055, is engaged through its subsidiaries in the business of title
insurance, reinsurance, other financial services and industrial minerals.

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. Prior to December 23, 1996, as compensation for its services, Talon
received 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. Effective December 23, 1996, for months in
which the Fund's average daily net assets exceed $18 million, the Investment
Advisor will pay the Sub-Advisor a fee equal to 68.75% of the management fee
that the Investment Advisor receives from the Fund, net of any expense
reimbursement. For the months in which the Fund's average daily net assets are
$18 million or less, the Sub- Advisor will receive no fee. During the fiscal
years ended October 31, 1994, 1995 and 1996, Talon was paid $2,710, $37,762 and
$15,109, 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. FPS Services, Inc. ("FPS"), 3200 Horizon Drive,
King of Prussia, Pennsylvania 19406, 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 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.

<PAGE>

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

<TABLE>
<CAPTION>
Administrative Administrative Administrative
FUND Fees Paid During Fees Paid During Fees Paid During
----
FYE FYE FYE
October 31, 1994 October 31, 1995 October 31, 1996
---------------- ---------------- ----------------
================================================ ======================= ====================== ========================
<S> <C> <C> <C>
Montag & Caldwell Growth Fund N/A $28,574 $58,127
- -------------------------------------------------------------------------------------------------------------------------
Chicago Trust Growth & Income Fund $20,017 $35,261 $104,720
- -------------------------------------------------------------------------------------------------------------------------
Chicago Trust Talon Fund $3,373 $27,445 $9,096
- -------------------------------------------------------------------------------------------------------------------------
Chicago Trust Asset Allocation Fund N/A $8,685 $83,563
- -------------------------------------------------------------------------------------------------------------------------
Montag & Caldwell Balanced Fund N/A $27,554 $15,232
- -------------------------------------------------------------------------------------------------------------------------
Chicago Trust Bond Fund $20,017 $30,042 $41,966
- -------------------------------------------------------------------------------------------------------------------------
Chicago Trust Municipal Bond Fund $20,017 $27,050 $6,481
- -------------------------------------------------------------------------------------------------------------------------
Chicago Trust Money Market Fund $20,017 $36,291 $113,018
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Underwriter

FPS Broker Services, Inc. ("FPSB"), 3200 Horizon Drive, King of
Prussia, Pennsylvania 19406, 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, FPSB is paid an annual underwriter fee
of $2,500 for each Class N Shares Fund and $2,000 for each Class I Shares Fund
(currently $22,000 per annum total for eight Class N Shares Funds and one Class
I Shares Fund), and certain other registration and transaction fees. For the
fiscal years ended October 31, 1994, 1995 and 1996, an aggregate of $11,354,
$18,125 and $20,833 was paid on behalf of the then-existing Funds.

Distribution Plan
- -----------------

The Board of Trustees of the Company has adopted Plan of Distribution
(the "Plan") 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 Plan, 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 Plan. The
Company anticipates that each Fund will benefit from additional shareholders and
assets as a result of implementation of the Plan. The terms of

<PAGE>

such Plans are more fully described in the Prospectus under "DISTRIBUTION PLAN."
Amounts spent on behalf of each Fund pursuant to such Plans during the fiscal
year ended October 31, 1996 are set forth below.
<TABLE>
<CAPTION>
=================================================================================
Compensation Compensation
Distribution to to
Fund Printing Services Underwriters Broker Dealers
---- -------- -------- ------------ --------------
=================================================================================
<S> <C> <C> <C> <C>
Montag
& Caldwell $4,007.48 $10,175.41 $2,500.00 $43,848.92
Growth Fund
- ---------------------------------------------------------------------------------
Chicago
Trust Growth
& Income $8,745.55 $10,579.37 $2,500.00 $4,971.57
Fund
- ---------------------------------------------------------------------------------
Chicago
Trust Talon $1,114.85 $10,579.32 $2,500.00 $1,242.91
Fund
- ---------------------------------------------------------------------------------
Chicago
Trust Asset
Allocation $6,723.18 $10,579.31 $2,500.00 $2,033.05
Fund
- ---------------------------------------------------------------------------------
Montag
& Caldwell
Balanced $1,182.70 $10,579.32 $2,500.00 $23,158.45
Fund
- ---------------------------------------------------------------------------------
Chicago
Trust Bond $3,501.97 $10,579.36 $2,500.00 $9,050.56
Fund
- ---------------------------------------------------------------------------------
Chicago
Trust
Municipal
Bond Fund $506.85 $10,579.35 $2,500.00 $2.34
- ---------------------------------------------------------------------------------
<CAPTION>
- -------------------------------------------------------------------------------
Reimbursement
to Service
Fund Chicago Trust Marketing Providers Total
---- ------------- --------- --------- -----
================ ============== ============= ============== ==================

Montag
& Caldwell $39,002.63 $37,670.74 $71,023.48 $208,228.66
Growth Fund
- ---------------------------------------------------------------------------------
Chicago
Trust Growth
& Income $118,005.52 $150,417.29 $116,711.34 $411,930.64
Fund
- ---------------------------------------------------------------------------------
Chicago
Trust Talon $10,142.66 $8,254.18 $1,359.03 $35,192.95
Fund
- ---------------------------------------------------------------------------------
Chicago
Trust Asset
Allocation $3,452.04 $87,643.22 $93,009.47 $205,940.27
Fund
- ---------------------------------------------------------------------------------
Montag
& Caldwell
Balanced $13,046.62 $13,550.33 $24,280.18 $88,297.60
Fund
- ---------------------------------------------------------------------------------
Chicago
Trust Bond $49,789.39 $39,015.67 $35,822.59 $150,259.54
Fund
- ---------------------------------------------------------------------------------
Chicago
Trust
Municipal $6,931.57 $4,998.04 $0.00 $25,518.15
Bond Fund
- ---------------------------------------------------------------------------------
</TABLE>

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 execution 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

<PAGE>

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.

<TABLE>
<CAPTION>
=======================================================================================================================
Brokerage Brokerage Brokerage
FUND Commissions Commissions Commissions
---- Paid During FYE Paid During FYE Paid During FYE
October 31, 1994 October 31, 1995 October 31, 1996
---------------- ---------------- ----------------
================================================== ====================== ====================== ======================
<S> <C> <C> <C>
Montag & Caldwell Growth Fund N/A $50,125 $204,066
- ------------------------------------------------------------------------------------------------------------------------
Chicago Trust Growth & Income Fund $22,555 $13,723 $122,722
- ------------------------------------------------------------------------------------------------------------------------
Chicago Trust Talon Fund $6,176 $49,652* $40,019*
- ------------------------------------------------------------------------------------------------------------------------
Chicago Trust Asset Allocation Fund N/A N/A $66,370
- ------------------------------------------------------------------------------------------------------------------------
Montag & Caldwell Balanced Fund N/A $15,328 $17,700
- ------------------------------------------------------------------------------------------------------------------------
Chicago Trust Bond Fund N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------
Chicago Trust Municipal Bond Fund N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------
Chicago Trust Money Market Fund N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Of this amount, $3,228 was paid to Talon Securities, Inc. ("TSI"), an
affiliate of Talon Asset Management, Inc., the Fund's Sub-Investment
Advisor. The amount of $3,228 paid by Chicago Trust Talon Fund
represents: (a) 1.26% of the aggregate brokerage commissions received
by TSI from all clients during the Fund's most recent fiscal year; and
(b) 8.07% 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.

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 the Funds, except for Chicago Trust Talon Fund in
which it is not expected to exceed 150%. 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. Chicago
Trust Talon Fund experienced a portfolio turnover rate of 126.83% for the fiscal
year ended October 31, 1996 (vs. 229.43% for the year ended October 31, 1995 and
33.66% for the year ended October 31, 1994) The Fund is periodically re-
positioned in the market as it seeks capital preservation, value and

<PAGE>

competitive performance. Portfolio trades are executed in accordance with the
Fund's investment objective, in the best judgement of management.

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.

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

<PAGE>

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 capital
gains (the excess of net capital gains over net short-term capital losses), 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 six 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
- ----------

<PAGE>

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

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

Total Return Calculations
- -------------------------

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

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

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

P = hypothetical initial payment of $1,000.

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

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

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

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

P = hypothetical initial payment of $1,000.

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.

<PAGE>

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:

- -------------------------------------------------------------------------------
12/13/93* 11/01/95
SERIES through through
------ 10/31/96 10/31/96
- -------------------------------------------------------------------------------
<S> <C> <C>
Chicago Trust Growth & Income Fund 19.31%/(1)/ 26.98%
- -------------------------------------------------------------------------------
Chicago Trust Bond Fund 5.79%/(1)/ 5.76%
- -------------------------------------------------------------------------------
Chicago Trust Municipal Bond Fund 3.71%/(1)/ 3.59%
- -------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
9/19/94* 11/01/95
SERIES through through
------ 10/31/96 10/31/96
- ------------------------------------------------------------------------------
Chicago Trust Talon Fund 22.73%/(1)/ 26.51%
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
11/02/94* 11/01/95
SERIES through through
------ 10/31/96 10/31/96
- ------------------------------------------------------------------------------
Montag & Caldwell Growth Fund Class N 30.98%/(1)/ 29.91%
- ------------------------------------------------------------------------------
Montag & Caldwell Balanced Fund 22.11%/(1)/ 20.37%
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
9/21/95* 11/01/95
SERIES through through
------ 10/31/96 10/31/96
- ------------------------------------------------------------------------------
Chicago Trust Asset Allocation Fund 16.46%/(1)/ 17.21%
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
6/28/96*
SERIES through
------ 10/31/96
- ------------------------------------------------------------------------------
Montag & Caldwell Growth Fund Class I 31.61%/(1)/
- ------------------------------------------------------------------------------
</TABLE>
<PAGE>

* Applicable Commencement of Operations
/(1)/ Annualized

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, 1996, Chicago Trust Money
Market Fund had a yield of 4.93% and an effective yield of 4.97%.

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

<PAGE>

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.

For the thirty-day period ended October 31, 1996, Chicago Trust Bond
Fund had a yield of 6.09%.

For the thirty-day period ended October 31, 1996, Chicago Trust
Municipal Bond Fund had a yield of 3.67% .

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%.

<PAGE>

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.

<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, 1996

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

ANNUAL REPORT TO SHAREOWNERS

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

<PAGE>

Appendix "B"