ALLEGHANY FUNDS, 485APOS, 1999-12-01

ALLEGHANY FUNDS
485APOS, 1999-12-01

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As filed with the Securities and Exchange Commission on November 30, 1999

Securities Act File No. 33-68666
Investment Company Act File No. 811-8004

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No.
Post-Effective Amendment No. 18 X

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 20 X

ALLEGHANY FUNDS
(Exact Name of Registrant as Specified in Charter)

171 North Clark Street
Chicago, Illinois 60601
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (312) 223-2139

Name and Address of Agent for Service: Copies to:
Kenneth C. Anderson, President Arthur J. Simon, Esq.
Alleghany Funds Sonnenschein Nath & Rosenthal
171 North Clark Street 8000 Sears Tower
Chicago, Illinois 60610 Chicago, Illinois 60606-6404

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b); or
on ________ pursuant to paragraph (b);or
60 days after filing pursuant to paragraph (a)(1); or
X on February 15, 2000 pursuant to paragraph (a)(1); or 75 days
after filing pursuant to paragraph (a)(2); or on ________
pursuant to paragraph (a)(2) of Rule 485

PART C: OTHER INFORMATION

Item 23. Exhibits.

(a) Trust Instrument dated September 10, 1993 is incorporated by reference
to Registration Statement No. 33-68666 filed via EDGAR on April 16,
1996.

(b) By-Laws are incorporated by reference to Exhibit No.(2) to Registration
Statement No. 33-68666 filed via EDGAR on February 22, 1996.

(d) Investment Advisory Agreements for CT&T Growth & Income Fund, CT&T
Intermediate Fixed Income Fund, CT&T Intermediate Municipal Bond Fund,
and CT&T Money Market Fund with Chicago Title and Trust Company, each
dated November 30, 1993 are incorporated by reference to Exhibit No.
5(a) to Registration Statement No. 33-68666 filed via EDGAR on
February 22, 1996.

Investment Advisory Agreements for CT&T Talon Fund with Chicago Title
and Trust Company, and Montag & Caldwell Growth Fund and Montag &
Caldwell Balanced Fund with Montag & Caldwell, Inc., each dated August
27, 1994 are incorporated by reference to Exhibit No. 5(a) to
Registration Statement No. 33-68666 filed via EDGAR on February 22,
1996.

Investment Advisory Agreement for CT&T Balanced Fund (formerly known as
"CT&T Asset Allocation Fund") with Chicago Title and Trust Company,
dated March 15, 1995 is incorporated by reference to Exhibit No. 5(a)
to Registration Statement No. 33-68666 filed via EDGAR on February 22,
1996.

Amendments to Investment Advisory Agreements for each Series, each
dated December 21, 1995, reflecting name changes of Series and Advisor
are incorporated by reference to Exhibit No. 5(a) to Registration
Statement No. 33-68666 filed via EDGAR on February 22, 1996.

Amendments to Investment Advisory Agreements for Montag & Caldwell
Growth Fund and Montag & Caldwell Balanced Fund, each dated December
21, 1995 are incorporated by reference to Exhibit No. 5(a) to
Registration Statement No. 33-68666 filed via EDGAR on April 16, 1996.

Investment Advisory Agreement for Alleghany/Chicago Trust Small Cap
Value Fund with Chicago Title and Trust Company dated September 17,
1998 is incorporated by reference to Exhibit (d) to Registration
Statement No. 33-68666 filed via EDGAR on March 1, 1999.

Investment Advisory Agreement for Alleghany/Veredus Aggressive Growth
Fund with Veredus Asset Management LLC, dated September 17, 1998 is
incorporated by reference to Exhibit (d) to Registration Statement No.
33-68666 filed via EDGAR on March 1, 1999.

Investment Advisory Agreement for Alleghany/Blairlogie Emerging Markets
Fund with Blairlogie Capital Management, dated September 17, 1998 is
incorporated by reference to Exhibit (d) to Registration Statement No.
33-68666 filed via EDGAR on March 1, 1999.

Investment Advisory Agreement for Alleghany/Blairlogie International
Developed Fund with Blairlogie Capital Management, dated September 17,
1998 is incorporated by reference to Exhibit (d) to Registration
Statement No. 33-68666 filed via EDGAR on March 1, 1999.

Amended and Restated Sub-Investment Advisory Agreement for CT&T Talon
Fund with Talon Asset Management, Inc., dated December 21, 1995 is
incorporated by reference to Exhibit No. 5(b) to Registration
Statement No. 33-68666 filed via EDGAR on February 27, 1997.

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

(e) Underwriting Agreement for all Funds with FPS Broker Services, Inc.,
dated November 30, 1993 is incorporated by reference to Exhibit No.
6(a) to Registration Statement No. 33-68666 filed via EDGAR on February
22, 1996.

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

Amendment dated June 13, 1996 to Underwriting Agreement, reflecting
creation of multiple class is incorporated by reference to Registration
Statement No. 33-68666 filed via EDGAR on April 16, 1996.

Underwriter Compensation Agreement for all Funds with FPS Broker
Services, Inc., dated November 30, 1993 is incorporated by reference
to Exhibit No. 6(b) to Registration Statement No. 33-68666 filed via
EDGAR on February 22, 1996.

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

Distribution Agreement dated June 1, 1997 between CT&T Funds and First
Data Distributors, Inc. is incorporated by reference to Exhibit No.
6(c) to Registration Statement No. 33-68666 filed via EDGAR on February
27, 1998.

Amendment to Distribution Agreement between Alleghany Funds and First
Data Distributors, Inc., dated September 17, 1998 is incorporated by
reference to Exhibit (e) to Registration Statement No. 33-68666 filed
via EDGAR on March 1, 1999.

Form of Distribution Agreement between Alleghany Funds and Provident
Distributors, Inc., dated December 1, 1999 is filed herewith.

(f) Not Applicable.

(g) Custodian Agreement between Bankers Trust Company and CT&T Funds, dated
June 1, 1997 is incorporated by reference to Exhibit No. 8(a) to
Registration Statement No. 33-68666 filed via EDGAR on February 27,
1998.

Form of Amendment to Custodian Agreement between Alleghany Funds and
Bankers Trust Company, dated September 17, 1998 is incorporated by
reference to Exhibit (g) to Registration Statement No. 33-68666 filed
via EDGAR on December 31, 1998.

Custody Administration and Agency Agreement for all CT&T Funds with FPS
Services, Inc., with respect to UMB Bank, N.A., dated December 8, 1994
is incorporated by reference to Exhibit 8(b) to Registration Statement
No. 33-68666 filed via EDGAR on February 22, 1996.

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

Amendment dated June 13, 1996 to Custody Administration and Agency
Agreement, reflecting creation of multiple class is incorporated by
reference to Registration Statement No. 33-68666 filed via EDGAR on
April 16, 1996.

(h) Transfer Agency and Services Agreement between CT&T Funds and First
Data Investor Services Group, Inc., dated June 1, 1997 is incorporated
by reference to Exhibit No. 9(a) to Registration Statement No. 33-68666
filed via EDGAR on February 27, 1998.

Amendment to Transfer Agency and Services Agreement between Alleghany
Funds and First Data Investor Services Group, Inc., dated September 17,
1998 is incorporated by reference to Exhibit (h) to Registration
Statement No.
33-68666 filed via EDGAR on March 1, 1999.

Administration Agreement between the Company and Chicago Title and
Trust Company, dated June 15, 1995 is incorporated by reference to
Exhibit (b) to Registration Statement No. 33-68666 filed via EDGAR on
February 22, 1996.

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

Amendment dated June 13, 1996 to Administration Agreement, reflecting
creation of multiple class is incorporated by reference to Registration
Statement No. 33-68666 filed via EDGAR on April 16, 1996.

Amendment to Administration Agreement between Alleghany Funds and
Chicago Title and Trust Company, dated September 17, 1998 is
incorporated by reference to Exhibit (h) to Registration Statement No.
33-68666 filed via EDGAR on December 31, 1998.

Administration Agreement between Alleghany Funds and Alleghany
Investment Services Inc., dated June 17, 1999, is incorporated by
reference to Exhibit (h) to Registration Statement No. 33-68666 filed
via EDGAR on June 28, 1999.

Sub-Administration Agreement between First Data Investor Services
Group, Inc. and The Chicago Trust Company, dated June 1, 1997 is
incorporated by reference to Exhibit No. 9(c) to Registration
Statement No. 33-68666 filed via EDGAR on February 27, 1998.

Amendment to Sub-Administration Agreement between Alleghany Funds and
First Data Investor Services Group, Inc., dated September 17, 1998 is
incorporated by reference to Exhibit (h) to Registration Statement No.
33-68666 filed via EDGAR on March 1, 1999.

Form of Amendment to Sub-Administration Agreement between Alleghany
Funds and First Data Investor Services Group, Inc., dated December 1,
1999 is filed herewith.

Accounting Services Agreement between CT&T Funds and FPS Services,
Inc., dated November 30, 1993 is incorporated by reference to Exhibit
(c) to Registration Statement No. 33-68666 filed via EDGAR on February
22, 1996.

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

Amendment dated June 13, 1996 to Accounting Services Agreement,
reflecting creation of multiple class is incorporated by Reference to
Registration Statement No. 33-68666 filed via EDGAR on April 16, 1996.

Amended and Restated Guaranty Agreement dated December 23, 1996,
between Chicago Title and Trust Company and CT&T Funds is incorporated
by reference to Exhibit (c) to Registration Statement No. 33-68666
filed via EDGAR on February 27, 1998.

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

(i) Not applicable.

(j) Not Applicable.

(k) Not Applicable.

(l) Not Applicable.

(m) Distribution and Service Plan for all Funds except Chicago Trust Money
Market Fund, with FPS Broker Services, Inc. is incorporated by
reference to Exhibit 15(a) to Registration Statement No. 33-68666 filed
via EDGAR on February 22, 1996.

Amendment to Distribution and Service Plan dated December 21, 1995,
reflecting name changes to certain Series is incorporated by reference
to Exhibit 15(a) to Registration Statement No. 33-68666 filed via EDGAR
on February 22, 1996.

Servicing Agreement for Distribution Assistance and Shareholder
Administrative Support Services for all Funds except Money Market Fund,
with FPS Broker Services, Inc. is incorporated by reference to Exhibit
15(b) to Registration Statement No. 33-68666 filed via EDGAR on
February 22, 1996.

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

Amendment to Amended and Restated Distribution and Services Plan
pursuant to Rule 12b-1 between Alleghany Funds and First Data
Distributors, Inc. dated September 17, 1998 is incorporated by
reference to Exhibit (m) to Registration Statement No. 33-68666 filed
via EDGAR on March 1, 1999.

Amended Schedule A dated March 18, 1999 to the Amended and Restated
Distribution and Services Plan pursuant to Rule 12b-1 is incorporated
by reference to Exhibit (m) to Registration Statement No. 33-68666
filed via EDGAR on April 30, 1999.

(n) Not applicable.

(o) Amended Multiple Class Plan pursuant to Rule 18f-3, dated March 18,
1999, is incorporated by reference to Exhibit (m) to Registration
Statement No. 33-68666 filed via EDGAR on April 30, 1999.

Amended Multiple Class Plan pursuant to Rule 18f-3, dated June 17,
1999, is incorporated by reference to Exhibit (o) to Registration
Statement No. 33-68666 via EDGAR on June 28, 1999.

Item 24. Persons Controlled by or Under Common Control with Registrant.

None.

Item 25. Indemnification.

Section 10.2 of the Registrant's Trust Instrument provides as follows:

10.2 Indemnification. The Trust shall indemnify each of its
Trustees against all liabilities and expenses (including amounts
paid in satisfaction of judgments, in compromise, as fines and
penalties, and as counsel fees) reasonably incurred by him in
connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, in which he may be
involved or with which he may be threatened, while as a Trustee or
thereafter, by reason of his being or having been such a Trustee
except with respect to any matter as to which he shall have been
adjudicated to have acted in bad faith, willful misfeasance, gross
negligence or reckless disregard of his duties, provided that as
to any matter disposed of by a compromise payment by such person,
pursuant to a consent decree or otherwise, no indemnification
either for said payment or for any other expenses shall be
provided unless the Trust shall have received a written opinion
from independent legal counsel approved by the Trustees to the
effect that if either the matter of willful misfeasance, gross
negligence or reckless disregard of duty, or the matter of bad
faith had been adjudicated, it would in the opinion of such
counsel have been adjudicated in favor of such person. The rights
accruing to any person under these provisions shall not exclude
any other right to which he may be lawfully entitled, provided
that no person may satisfy any right of indemnity or reimbursement
hereunder except out of the property of the Trust. The Trustees
may make advance payments in connection with the indemnification
under this Section 10.2, provided that the indemnified person
shall have given a written undertaking to reimburse the Trust in
the event it is subsequently determined that he is not entitled to
such indemnification.

The Trust shall indemnify officers, and shall have the power to
indemnify representatives and employees of the Trust, to the same
extent that Trustees are entitled to indemnification pursuant to
this Section 10.2.

Insofar as indemnification for liability arising under the 1933 Act may
be permitted to trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in that Act and
is, therefore, enforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a trustee, officer or
controlling person of Registrant in the successful defense of any
action, suit or proceeding) is asserted by such trustee, officer or
controlling person in connection with the securities being registered,
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in that Act and will be governed by the
final adjudication of such issue.

Section 10.3 of the Registrant's Trust Instrument, also provides for
the indemnification of shareholders of the Registrant. Section 10.3
states as follows:

10.3 Shareholders. In case any Shareholder or former Shareholder
of any Series shall be held to be personally liable solely by
reason of his being or having been a shareholder of such Series
and not because of his acts or omissions or for some other reason,
the Shareholder or former Shareholder (or his heirs, executors,
administrators or other legal representatives or, in the case of a
corporation or other entity, its corporate or other general
successor) shall be entitled out of the assets belonging to the
applicable Series to be held harmless from and indemnified against
all loss and expense arising from such liability. The Trust, on
behalf of the affected Series, shall, upon request by the
Shareholder, assume the defense of any claim made against the
Shareholder for any act or obligation of the Trust and satisfy any
judgment thereon from the assets of the Series.

In addition, Registrant currently has a trustees' and officers'
liability policy covering certain types of errors and omissions.

Item 26. Business and Other Connections of Advisers and Sub-Advisor.

The Chicago Trust Company conducts a general financial services
business in four areas. The institutional investment management group
manages equity and fixed income institutional assets in excess of $6.0
billion, primarily in employee benefit plans, foundation accounts and
insurance company accounts. The employee benefits services group offers
profit sharing plans, matching savings plans, money purchase pensions
and consulting services, and has become one of the leading providers of
401 (k) salary deferral plans to mid-sized companies. The personal
trust and investment services group provides investment management and
trust and estate planning primarily for accounts in the $500,000 to $10
million range. The real estate trust services group provides the means
whereby real estate can be conveyed to a trustee while reserving to the
beneficiaries the full management and control of the property. This
group also facilitates tax-deferred exchanges of income-producing real
property.

Montag & Caldwell's sole business is managing assets primarily for
employee benefit, endowment, charitable, and other institutional
clients, as well as high net worth individuals.

At Talon Asset Management, Mr. Terry Diamond is Chairman and a
Director, Mr. Alan R. Wilson is President and a Director, and
Barbara Rumminger, Secretary, are, respectively, Chairman and a
Director, President and a Director, and Secretary of Talon
Securities, Inc., One North Franklin Street, Chicago, Illinois, a
registered broker dealer. Mr. Diamond is also a director of Amli
Realty Company, 125 South Wacker Drive, Chicago Illinois, a
private real estate investment company.

Alleghany Asset Management holds a 40% minority interest in Veredus
Asset Management, with certain options over the next nine years to
acquire up to a 70% interest.

Blairlogie Capital Management is an indirect, wholly-owned subsidiary
of Alleghany Corporation.

The directors and officers of the Trust's Investment Advisers and
Sub-Investment Adviser are set forth below. To the knowledge of the
Registrant, unless so noted, none of these individuals is or has been
at any time during the past two fiscal years engaged in any other
business, profession, vocation or employment of a substantial nature.

THE CHICAGO TRUST COMPANY

NAME TITLE/POSITION OTHER BUSINESS

Richard P. Toft Director Director and Chairman, Chicago Title and Trust Company;
Company; Director, Chairman and Chief Executive Officer
Alleghany Asset Management, Inc.; Director of Chicago Title
Insurance Co., Director, The Chicago Trust Company.

Allan P. Kirby, Jr. Director President, Liberty Square, Inc.; Director, Alleghany
Corporation; Director, Chicago Title and Trust Company;
Director, Chicago Title Insurance Company; Director, Kirby
Investments, Inc.; Director, The Chicago Trust Company.

John J. Burns, Jr. Director President and Chief Operating Officer, Alleghany
Corporation; Director of Burlington Santa Fe Corporation;
Director of Chicago Trust Company.

M. Leanne Lachman Director Managing Director, Schroder Real Estate Associates;
Director, Chicago Title and Trust Company; Director, Chicago
Title Insurance Company; Director, The Chicago Trust Company.

Dana G. Leavitt Director President, Leavitt Management Company; Director, Chicago
Title and Trust Company; Director, Chicago Title Insurance
Company; Director, The Chicago Trust Company.

Lawrence F. Levy Director Chairman, The Levy Organization; Director, Chicago Title and
Trust Company; Director, Chicago Title Insurance Company;
Director, The Chicago Trust Company.

Robert Riley Director President and Chief Executive Officer of Leggat McCall Properties;
Director, Chicago Title and Trust Company; Director, Chicago
Title Insurance Company.

Steven Newman Director Chairman, President and Chief Executive Officer, URC
Holdings Corporation; Director,Chicago Title and Trust
Company; Director, Chicago Title Insurance Company.

Margaret P. MacKimm Director Director, Woolworth Corporation; Director, E.I. DuPont
deNemours & Company; Director, Chicago Title and Trust
Company; Director, Chicago Title Insurance Company.

Walter D. Scott Director Professor of Management, J.L. Kellogg Graduate School of
Management, Northwestern University; Director, Chicago Title
and Trust Company; Director, Chicago Title Insurance Company.

Earl L. Neal Director Principal Attorney, Earl L. Neal and Associates; Director,
Chicago Title and Trust Company; Director, Chicago Title
Insurance Company.

Peter H. Dailey Director Director of Chicago Trust Company; Director of Jacobs
Engineering Group, Pinkerton, Inc., Sizzler, Inc., Krauses's
Sofa Factory, Worthland Worldwide; Chairman and Director of
FedCo.

John J. Rau Director President and Chief Executive Officer, Chicago Title and
Trust Company; Director, President and Chief Executive
Officer of Chicago Title Insurance Company and Ticor Title
Insurance Company; Director, Chairman and President,
Security Union Title Insurance Company; Director, Ticor
Title Guaranty Company.
</TABLE>

INSTITUTIONAL INVESTMENT GROUP:

Charles F. Henderson Executive Vice President and Chief Investment Officer
Carla V. Straeten Senior Vice President
Frederick W. Engimann Senior Vice President
Lynn Pfieffer Vice President
Thomas J. Marthaler Vice President
Lois A. Pasquale Vice President

</TABLE>

MUTUAL FUNDS:

Kenneth C. Anderson Senior Vice President President, Alleghany Funds

Gerald Dillenburg Vice President Vice President and Chief Financial Officer,
Alleghany Funds

Stephen Ferrone Senior Vice President
</TABLE>

OPERATIONS AND FINANCIAL PLANNING:

Skip Neuman Senior Vice President and Chief Financial Officer

PERSONAL TRUST & INVESTMENT SERVICES:

George Vanden Vennett Senior Vice President
Hubert A. Adams Senior Vice President
Alan B. Shidler Senior Vice President
Roger Meier Senior Vice President
Susan Elwart Vice President
Judith French Vice President
Joan Perkins Vice President
Bernard Myszkowski Vice President
Louis R. Marchi Vice President
David Nyberg Vice President
Joan Giardina Vice President
Charles Rammalt Vice President
Michael Pollard Vice President and Senior Portfolio Manager
Denise Seminetta Vice President And Senior Portfolio Manager

REAL ESTATE SERVICES:

B. Wyckliffe Pattishall, Jr. Executive Vice President

CHICAGO DEFERRED EXCHANGE CORP:

Naomi Weitzel Vice President
Mary Cunningham-Watson Vice President

SECURITY TRUST:

J. Paul Spring President and Chief Executive Officer
William Exeter Vice President and Chief Financial Officer

RETIREMENT TRUST RESOURCES:

Terry L. Zirkle Senior Vice President
Mark D. Berman Vice President
Daniel R. Joyce Vice President
Michael Lambert Vice President
Karen Fisher Prange Vice President

Ronald S. Quesenberry Vice President
Jeanne D. Reder Vice President
Robert F. Stuark Vice President

</TABLE>

MONTAG & CALDWELL, INC.

Solon P. Patterson Chairman of the Board
Stuart D. Bilton Director Director, Alleghany Funds
David B. Cumming Director
Ronald E. Canakaris President, Chief Executive Officer
and Chief Investment Officer
David F. Seng Executive Vice President, Chief
Operating Officer and Treasurer
Elizabeth C. Chester Senior Vice President and Secretary
Homer W. Whitman, Jr. Senior Vice President
William A. Vogel Senior Vice President
Sandra M. Barker Vice President
Janet B. Bunch Vice President
Debra Bunde Comsudes Vice President
Jane R. Davenport Vice President
James L. Deming Vice President
Brion D. Friedman Vice President
Richard W. Haining Vice President
Charles Jefferson Hagood Vice President
Lana M. Jordan Vice President
Rebecca M. Keister Vice President
Charles E. Markwalter Vice President
Grover C. Maxwell, III Vice President
Michael A. Nadal Vice President
M. Scott Thompson Vice President
John Whitney Vice President
</TABLE>

VEREDUS ASSET MANAGEMENT LLC

Stuart D. Bilton Director Director, Montag & Caldwell, Inc.;
Director, Alleghany Funds

James R. Jenkins Director, Vice President and Chief Trust Officer, Shelby County Trust Bank
Operating Officer

Jefferson W. Kirby Director Vice President, Alleghany Corporation;
Trustee, Lafayette College and The Peck
School; Director, Commerce Security
Bancorp, Inc.

Charles P. McCurdy, Jr. Director; Executive Vice President and Director of Research, SMC Capital, Inc.
Director of Research

Charles F. Mercer, Jr. Vice President of Research

John S. Poole Vice President of Business Development Vice President, SMC Capital, Inc.

Bruce A. Weber Director, President and Chief President, SMC Capital, Inc.; Vice
Investment Officer President, SMC Advisers, Inc.

BLAIRLOGIE CAPITAL MANAGEMENT

Gavin Dobson Chief Executive Officer
James Smith Chief Investment Officer

</TABLE>

Item 27. Principal Underwriters.

(a) First Data Distributors, Inc. (the "Distributor"), a
wholly-owned subsidiary of First Data Investor Services
Group, Inc. and an indirect wholly-owned subsidiary of
First Data Corporation, acts as distributor for
Alleghany Funds pursuant to a distribution agreement
dated June 1, 1997. The Distributor also acts as
underwriter for ABN AMRO Funds, BT Insurance Funds
Trust, First Choice Funds Trust, LKCM Funds, The Galaxy
Fund, The Galaxy VIP Fund, Galaxy Fund II, IBJ Funds
Trust, Panorama Trust, Undiscovered Managers Fund, New
Covenant Funds, Forward Funds, Inc., Light Index Funds,
Inc. Weiss Peck & Greer Funds Trust, Weiss Peck & Greer
International Fund, WPG Growth Fund, WPG Growth &
Income Fund, WPG Tudor Fund, RWB/WPG U.S. Large Stock
Fund, Tomorrow Funds Retirement Trust, The Govett
Funds, Inc., IAA Trust Growth Fund, Inc., IAA Trust
Asset Allocation Fund, Inc., IAA Trust Tax Exempt Bond
Fund, Inc., IAA Trust Taxable Fixed Income Series Fund,
Inc., Matthews International Funds, MCM Funds,
Metropolitan West Funds, Smith Breeden Series Fund,
Smith Breeden Trust, Stratton Growth Fund, Inc.,
Stratton Monthly Dividend REIT Shares, Inc., The
Stratton Funds, Inc., Trainer, Wortham First Mutual
Funds, Wilshire Target Funds, Inc. and Worldwide Index
Funds. The Distributor is registered with the
Securities and Exchange Commission as a broker-dealer
and is a member of the National Association of
Securities Dealers, Inc.

(b) The information required by this Item 27(b) with
respect to each director, officer, or partner of
First Data Distributors, Inc. is incorporated by
reference to Schedule A of Form BD filed by First
Data Distributors, Inc. with the Securities and
Exchange Commission pursuant to the Securities Act of
1934 (File No. 8-45467).

Item 28. Location of Accounts and Records.

All records described in Section 31(a) of the 1940 Act and the
Rules 17 CFR 270.31a-1 to 31a-31 promulgated thereunder, are
maintained by the Fund's Investment Advisers as listed below,
except for those maintained by each Fund's Custodian, Bankers
Trust Company, 16 Wall Street, New York, New York 10005 and
Investors Fiduciary Trust Company, 801 Pennsylvania, Kansas City,
MO 64105, and the Fund's Sub-Administrator, Transfer, Redemption,
Dividend Disbursing and Accounting Agent, First Data Investor
Services Group, Inc., 101 Federal Street, Boston, MA 02110.

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

Montag & Caldwell, Inc.
3343 Peachtree Road, N.E.
Atlanta, GA 30326

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

Veredus Asset Management LLC
6900 Bowling Blvd., Suite 250
Louisville, KY 40207

Blairlogie Capital Management
4th Floor, 125 Princes Street
Edinburgh EH2 4AD, Scotland

Item 29. Management Services.

Not Applicable.

Item 30. Undertakings.

Not Applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant certifies that it has duly
caused this Post-Effective Amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Chicago, the State of Illinois on the 30th day of November, 1999.

ALLEGHANY FUNDS

By: KENNETH C. ANDERSON
Kenneth C. Anderson, President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement of Alleghany Funds has been signed below by the following person in
his or her capacity on the 30th day of November, 1999.

Signature Capacity

/s/STUART D. BILTON Chairman, Board of Trustees 11/30/99
Stuart D. Bilton

/s/NATHAN SHAPIRO Trustee 11/30/99
Nathan Shapiro

/s/GREGORY T. MUTZ Trustee 11/30/99
Gregory T. Mutz

/s/LEONARD F. AMARI Trustee 11/30/99
Leonard F. Amari

/s/DOROTHEA C. GILLIAM Trustee 11/30/99
Dorothea C. Gilliam

/s/ROBERT A. KUSHNER Trustee 11/30/99
Robert A. Kushner

/s/ROBERT B. SCHERER Trustee 11/30/99
Robert B. Scherer

/s/DENIS SPRINGER Trustee 11/30/99
Denis Springer

/s/KENNETH C. ANDERSON President 11/30/99
Kenneth C. Anderson (Principal Executive Officer)

/s/GERALD F. DILLENBURG Secretary, Treasurer and Vice 11/30/99
Gerald F. Dillenburg President (Principal Accounting
& Financial Officer)

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

(e) Form of Distribution Agreement

(h) Form of Amendment to Sub-Administration Agreement

ALLEGHANY FUNDS

Prospectus

February ___, 2000

Equity Funds

Large-Cap
Alleghany/Montag & Caldwell Growth Fund
Alleghany/Chicago Trust Growth & Income Fund

Small-Cap
Alleghany/Chicago Trust Small Cap Value Fund
Alleghany/Veredus Aggressive Growth Fund

International
Alleghany/Blairlogie International Developed Fund
Alleghany/Blairlogie Emerging Markets Fund

Balanced Funds
Alleghany/Montag & Caldwell Balanced Fund
Alleghany/Chicago Trust Balanced Fund

Fixed Income Fund
Alleghany/Chicago Trust Bond Fund

Money Market Fund
Alleghany/Chicago Trust Money Market Fund

The Securities and Exchange Commission has not approved or disapproved these or
any mutual fund's shares or determined if this prospectus is accurate or
complete. Any representation to the contrary is a crime.

Table of Contents

[SIDEBAR: Thank you for your interest in Alleghany Funds. Our diversified family
of no-load funds offers you a variety of investment opportunities to help you
meet financial goals such as retirement, homebuying or college funding for your
children. Please read this prospectus carefully and keep it for future
reference.]

[SIDEBAR: For a list of terms with definitions that you may find helpful as you
read this prospectus, please refer to the "Investment Terms" section.]

Alleghany Fund Categories
Fund Summaries
Investment Objectives, Principal Investment Strategies and Risks
Equity Funds
Large-Cap
Alleghany/Montag & Caldwell Growth Fund
Alleghany/Chicago Trust Growth & Income Fund
Small-Cap
Alleghany/Chicago Trust Small Cap Value Fund
Alleghany/Veredus Aggressive Growth Fund
International
Alleghany/Blairlogie International Developed Fund
Alleghany/Blairlogie Emerging Markets Fund
Balanced Funds
Alleghany/Montag & Caldwell Balanced Fund
Alleghany/Chicago Trust Balanced Fund
Fixed Income Fund
Alleghany/Chicago Trust Bond Fund
Money Market Fund
Alleghany/Chicago Trust Money Market Fund
Expense Information
Investment Terms
More About Alleghany Funds
Risk Summary
Other Investment Strategies
Management of the Funds
The Advisers
The Chicago Trust Company
Montag & Caldwell, Inc.
Veredus Asset Management, LLC
Blairlogie Capital Management
Shareholder Information
Opening an Account - Buying Shares
Exchanging Shares
Selling/Redeeming Shares
Transaction Policies
Account Policies and Dividends
Additional Investor Services
Distribution Plan
Portfolio Transactions and Brokerage Commissions
Dividends, Distributions and Taxes
Financial Highlights
General Information

Mutual fund shares are not bank deposits and are not guaranteed, endorsed or
insured by any financial institution, government entity or the Federal Deposit
Insurance Corporation (FDIC).

Alleghany Fund Categories

Alleghany Funds is a no-load, open-end management investment company which
consists of ten separate diversified investment portfolios, including equity,
balanced, fixed income and money market funds.

Equity Funds

Equity funds invest principally in stocks and other equity securities. Equity
funds have greater growth potential than many other funds, but they also have
greater risk.

Who May Want to Invest in Equity Funds

Equity funds may be appropriate if you:
* have a long-term investment goal (5 years or more)
* can accept higher short-term risk in return for higher long-term
return potential
* want to diversify your investments

Equity funds may not be appropriate if you want:
* a stable share price
* a short-term investment
* regular income

Balanced Funds

Balanced funds invest in a mix of stocks and fixed income securities and combine
the benefits of both types of securities - capital appreciation or growth from
stocks and income from fixed income securities. Like most other mutual funds,
the share price of a balanced fund moves up and down in response to changes in
the stock market and interest rates.

Who May Want to Invest in Balanced Funds

Balanced funds may be appropriate if you want:
* capital appreciation and current income
* a balanced diversified investment

Fixed Income Funds

Fixed income funds invest in corporate and government bonds and other fixed
income securities. These funds provide regular income and the obligations are
generally secured by the assets of the issuer.

Who May Want to Invest in Fixed Income Funds

Fixed income funds may be appropriate if you want:
* regular income
* less volatility than equity funds
* portfolio diversification

Fixed income funds may not be appropriate if you want:
* capital appreciation

Money Market Funds

Money market funds invest in short-term, high quality money market securities.
They provide stable principal and regular income. The income provided by a money
market fund varies with interest rate movements.

Who May Want to Invest in Money Market Funds

A money market fund may be appropriate if you:
* want regular income
* are investing for a short-term objective
* want an investment that seeks to maintain a stable net asset value
* want a liquid investment that offers a checkwriting privilege ($500 per check
minimum)

A money market fund may also be appropriate if you want an investment that can
serve as a "holding place" for money awaiting investment in long-term funds or
for money that may be needed for occasional or unexpected expenses.

A money market fund is not appropriate if you want long-term capital
appreciation.

No single fund is intended to be a complete investment program, but individual
funds can be an important part of a balanced and diversified investment program.
Mutual funds have the following general risks:
* the value of fund shares will rise and fall
* you could lose money
* you cannot be certain that a fund will achieve its investment objective

Large Cap Funds

Alleghany/Montag & Caldwell Growth Fund

Investment Objective

The Fund seeks long-term capital appreciation and, secondarily, current income,
by investing primarily in common stocks and convertible securities.

Principal Investment Strategies

The portfolio manager uses a bottom-up approach to stock selection and seeks
high quality, well-established large-cap companies that:

* have a strong history of earnings growth
* are attractively priced, relative to the company's potential for above
average long-term earnings and revenue growth
* have strong balance sheets
* have a sustainable competitive advantage
* are currently, or have the potential to become, industry leader
* have the potential to outperform during market downturns

Principal Risks of Investing in this Fund

Market risk: A fund's share price moves up and down over the short term in
response to stock market conditions, changes in the economy and a particular
company's stock price change. An individual stock may decline in value even when
stocks in general are rising. An investor could lose money during market
downturns.

Growth stock risk: As a group, growth stocks tend to go through periodic cycles
of outperforming and underperforming the general stock market. During periods of
growth stock underperformance, a fund's performance may suffer.

Manager risk: If a fund manager makes errors in security selection, a fund may
underperform the stock market or its peers. Also, a fund could fail to meet its
investment objective.

See page ___ for a chart that compares the risks of investing in this Fund with
other Alleghany Funds.

Fund Performance

The bar chart shows how the Fund's performance has varied from year to year over
the periods shown. This information may help illustrate the risks of investing
in the Fund. As with all mutual funds, past performance does not guarantee
future performance.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>

Calendar Year Total Return

1995 1996 1997 1998 1999

38.68% 32.72% 31.85% 31.85% %

</TABLE>

Best quarter: 26.94% (12/98) Worst quarter: (14.27)% (9/98)

The following table indicates how the Fund's average annual returns for
different calendar periods compared to the returns of the S&P 500 Index and the
Lipper Large-Cap Growth Index.

Average Annual Total Return
(For the periods ended December 31, 1999)

1 year 5 years Since Inception 1

Alleghany/Montag & Caldwell Growth Fund
S&P 500 Index
Lipper Large-Cap Growth Index
2

1 Fund's inception: November 2, 1994
2 As of closest available date (10/31/94)
</TABLE>

Alleghany/Chicago Trust Growth & Income Fund

Investment Objective

The Fund seeks long-term total return through a combination of capital
appreciation and current income by investing primarily in a combination of
stocks and bonds.

Principal Investment Strategies

The portfolio manager uses a bottom-up approach and invests in a combination of
securities that offer potential for growth and/or income, including primarily
large-cap dividend and non-dividend paying common stocks, preferred stocks and
convertible securities. Companies for possible selection must pass an initial
capitalization screen. The portfolio manager then identifies stocks of companies
with the following characteristics compared to S&P 500 averages:
* higher sales and operating earnings growth
* more stable earnings growth rates
* lower debt-to-capital ratio
* higher return on equity market capitalization over $1 billion

The portfolio manager also considers the quality of company management and the
strength of the company's position among its competitors. In addition, the
portfolio manager assesses the long-term economic outlook and the risk/return of
securities in allocating investments among industry sectors.

Principal Risks of Investing in this Fund

Manager risk: If a fund manager makes errors in security selection, a fund may
underperform the stock market or its peers. Also, a fund could fail to meet its
investment objective.

See page ___ for a chart that compares the risks of investing in this Fund with
other Alleghany Funds.

Fund Performance

Calendar Year Total Return

1994 1995 1996 1997 1998 1999

0.50% 35.55% 25.40% 26.74% 35.45% %

</TABLE>

Best quarter: 23.68% (12/98) Worst quarter: (9.03)% (9/98)

The following table indicates how the Fund's average annual returns for
different calendar periods compared to the returns of the S&P 500 Index and the
Lipper Multi-Cap Growth Index.

Average Annual Total Return
(For the periods ended December 31, 1999)

1 year 5 years Since Inception 1

Alleghany/Chicago Trust Growth & Income Fund
S&P 500 Index
Lipper Multi-Cap Growth Index
</TABLE>

1 Fund's inception: December 13, 1993
2 As of closest available date (12/9/93)

Small Cap Funds

Alleghany/Chicago Trust Small Cap Value Fund

Investment Objective

The Fund seeks long-term total return.

Principal Investment Strategies

The Fund invests primarily in value stocks of small-cap U.S. companies and/or
real estate investment trusts (REITs) that the portfolio manager believes have
a:
* low price-to-earnings ratio
* low relative price-to-book ratio
* positive or improving cash flow
* good or improving balance sheet and credit
* low stock price relative to historical levels

The portfolio manager may also invest in securities outside the small-cap range
and in cash-equivalent securities. In the course of implementing its primary
investment strategies, the Fund may experience a relatively high turnover rate
(100% to 160%).

Principal Risks of Investing in this Fund

Small-cap company risk: Investing in securities of small-cap companies may
involve greater risks than investing in larger, more established issuers.
Small-cap companies generally have limited product lines, markets and financial
resources. Their securities may trade less frequently and in more limited volume
than the securities of larger, more established companies. Also, small-cap
companies are typically subject to greater changes in earnings and business
prospects than larger companies. Consequently, small-cap company stock prices
tend to rise and fall in value more than other stocks.

Volatility risk: Although the Fund is a diversified portfolio, it tends to
invest in a fewer number of different stocks than many other funds.
Consequently, it may experience larger up and down price swings.

Liquidity risk: When there is no willing buyer and investments cannot be readily
sold at the desired time or price, a fund may have to accept a low price or may
not be able to sell the security at all. An inability to sell securities can
adversely affect a fund's value or prevent a fund from being able to take
advantage of other investment opportunities.

Manager risk: If a fund manager makes errors in security selection, a fund may
underperform the stock market or its peers. Also, a fund could fail to meet its
investment objective.

Value stock risk: Value investing involves buying stocks that are out of favor
and/or undervalued in comparison to their peers or their prospects for growth.
Typically, their valuation levels are lower than growth stocks. The market value
of these stocks tends to be more volatile than large-cap company stocks. They
generally offer greater potential for gain as well as for loss. Because
different types of stocks go out of favor with investors depending on market and
economic conditions, a fund's return may be adversely affected during market
downturns and when value stocks are out of favor.

Portfolio turnover risk: Frequent trading of a fund's securities may result in a
higher than average level of capital gains and greater transaction costs of the
portfolio. A higher level of capital gains can result in more frequent
distributions with greater tax consequences.

REIT risk: Real estate investment trusts (REITs) are publicly traded entities
that invest in office buildings, apartment complexes, industrial facilities,
shopping centers and other commercial spaces. The trusts issue stocks, and most
REIT stocks trade on the major stock exchanges or over-the-counter. They have a
history of larger up and down price swings.
A REIT's return may be adversely affected when interest rates are high or
rising.

See page ___ for a chart that compares the risks of investing in this Fund with
other Alleghany Funds.

Fund Performance

The bar chart shows the Fund's performance for the period shown. This
information may help illustrate the risks of investing in the Fund. As with all
mutual funds, past performance does not guarantee future performance.

Calendar Year Total Return

1999

Best quarter: 12.22% (6/99) Worst quarter: (13.28)% (3/99)

The following table indicates how the Fund's average annual returns for
different calendar periods compared to the returns of the Russell 2000 Index,
the Russell 2000 Value Index and the Lipper Small-Cap Value Index.

Average Annual Total Return
(For the periods ended December 31, 1999)

1 year Since Inception 1
Alleghany/Chicago Trust Small Cap Value Fund
Russell 2000 Index
Russell 2000 Value Index
Lipper Small-Cap Value Index

1 Fund's inception: November 10, 1998

Alleghany/Veredus Aggressive Growth Fund

Investment Objective

The Fund seeks to provide capital appreciation.

Principal Investment Strategies

The portfolio manager invests primarily in growth stocks of small-cap companies
whose earnings are growing, or are expected to grow, at an accelerated rate. The
portfolio manager looks for inefficiencies in the market caused by inaccurate
expectations (e.g., earnings), focusing on companies that have:
* expanding unit volume growth
* increasing profit margins
* significant new product development efforts
* returns in excess of their cost of capital

The portfolio manager may also invest in mid-cap equity securities.

To help manage risk, the portfolio management team adheres to a strict sell
discipline. In the course of implementing its primary investment strategies, the
Fund will likely experience a high turnover rate (200% or more).

Principal Risks of Investing in this Fund

Volatility risk: Although the Fund is a diversified portfolio, it tends to
invest in a fewer number of different stocks than other funds. Consequently, it
may experience larger up and down price swings.

Manager risk: If a fund manager makes errors in security selection, a fund may
underperform the stock market or its peers. Also, a fund could fail to meet its
investment objective.

Mid-cap company risk: Investments in mid-cap companies entail greater risks than
investments in larger, more established companies. Mid-cap companies generally
have narrower product lines, more limited financial resources and a more limited
trading market for their stocks compared with larger companies. As a result,
their stock prices may experience greater volatility and may decline
significantly in market downturns.

See page ___ for a chart that compares the risks of investing in this Fund with
other Alleghany Funds.

Fund Performance

Calendar Year Total Return

1999
%

Best quarter: 34.88% (12/98) Worst quarter: (22.60)% (9/98)

The following table indicates how the Fund's average annual returns for
different calendar periods compared to the returns of the Russell 2000 Index,
the Russell 2000 Growth Index and the Lipper Mid-Cap Growth Index.

Average Annual Total Return
(For the periods ended December 31, 1999)

1 year Since Inception 1
Alleghany/Veredus Aggressive Growth Fund 2
Russell 2000 Index
Russell 2000 Growth Index
Lipper Mid-Cap Growth Index

1 Fund's inception: July 1, 1998
2 Includes performance of predecessor fund.

International Funds

Alleghany/Blairlogie International Developed Fund

Investment Objective

The Fund seeks long-term growth of capital.

Principal Investment Strategies

The Fund invests primarily in a diversified portfolio of international equity
securities of developed markets. In selecting securities, the portfolio manager
combines top-down country selection with bottom-up stock selection to attempt to
maximize returns while controlling risk. In choosing countries, the portfolio
manager uses a model that evaluates five key criteria:
* macroeconomics
* monetary issues
* earnings momentum
* market valuation
* technical performance

In choosing stocks, the portfolio manager considers such factors as:
* strong balance sheets
* history of earnings growth
* performance within a stock/company's industry
* attractive price-to-earnings value and price-to-book value

The portfolio may include securities that ultimately comprise the MSCI EAFE
Index, but it is not limited to those securities or their weightings in the
Index.

If practicable, the portfolio manager also considers the company's environmental
business practices based on the availability of such information.

Principal Risks of Investing in this Fund

Manager risk: If a fund manager makes errors in security selection, a fund may
underperform the stock market or its peers. Also, a fund could fail to meet its
investment objective.

Foreign securities risk: Investing in the securities of foreign issuers
involves special risks and considerations not typically associated with
investing in U.S. companies. The securities of foreign companies may be less
liquid and may fluctuate more widely than those traded in U.S. markets. Foreign
companies and markets may also have less governmental supervision. There may be
difficulty in enforcing contractual obligations and little public information
about the companies. Trades ty pically take more time to settle and clear, and
the cost of buying and selling foreign securities is generally higher than U.S.
traded securities. Specific risks may include:

Currency risk: The value of the securities held by a fund may be affected
by changes in exchange rates or control regulations. If a local currency gains
against the U.S. dollar, the value of the holding increases in U.S. dollar
terms. If a local currency declines against the U.S. dollar, the value of the
holding decreases in U.S. dollar terms.

Political/economic risk: Changes in economic, tax or foreign investment
policies, or other political, governmental or economic actions can adversely
affect the value of the securities in a fund.

Regulatory risk: In developed foreign countries, accounting, auditing and
financial reporting standards and other regulatory practices and requirements
are generally different from those of U.S. companies.

See page ___ for a chart that compares the risks of investing in this Fund with
other Alleghany Funds.

Fund Performance

Calendar Year Total Return*

1995 1996 1997 1998 1999

16.87% 5.58% 1.63% 23.41% %

* For 1995-1998, the performance figures reflected are those of a predecessor
fund, PIMCO International Developed Fund.

Best quarter: 18.85% (3/98) Worst quarter: (15.87)% (9/98)

The following table indicates how the Fund's average annual returns for
different calendar periods compared to the returns of the MSCI EAFE Index and
the Lipper International Fund Index.

Average Annual Total Return
(For the periods ended December 31, 1999)

1 year 5 years Since Inception 1
Alleghany/Blairlogie International
Developed Fund
MSCI EAFE Index
Lipper International Fund Index

1 Fund's inception: _____, 1994

Alleghany/Blairlogie Emerging Markets Fund

Investment Objective

The Fund seeks long-term growth of capital.

Principal Investment Strategies

The Fund invests primarily in common stocks of companies located in countries
identified as emerging markets countries. In selecting securities, the portfolio
manager combines top-down country selection with bottom-up stock selection to
attempt to maximize returns while controlling risk. In choosing countries, the
portfolio manager uses a model that evaluates five key criteria:
* macroeconomics
* monetary issues
* earnings momentum
* market valuation
* technical performance

The Fund invests primarily but not exclusively in some or all of the following
emerging market countries:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>

Argentina Czech Republic Indonesia Pakistan Russia Thailand
Brazil Greece Israel Peru South Africa Turkey
Chile Hong Kong Jordan Philippines South Korea Venezuela
China Hungary Malaysia Poland Sri Lanka Zimbabwe
Colombia India Mexico Romania Taiwan
</TABLE>

If practicable, the portfolio manager also considers the company's environmental
business practices based on the availability of such information.

Principal Risks of Investing in this Fund

Manager risk: If a fund manager makes errors in security selection, a fund may
underperform the stock market or its peers. Also, a fund could fail to meet its
investment objective.

Foreign securities risk: Investing in the securities of foreign issuers, and
particularly emerging market issuers, involves special risks and considerations
not typically associated with investing in U.S. companies. Investing in
countries that are considered emerging markets poses additional risks. The
securities of foreign companies may be less liquid and may fluctuate more widely
than those traded in U.S. markets. Foreign companies and markets may also have
less governmental supervision. There may be difficulty in enforcing contractual
obligations and little public information about the companies. Trades typically
take more time to settle and clear, and the cost of buying and selling foreign
securities is generally higher than U.S. traded securities. Specific risks may
include:

Political/economic risk: Changes in economic, tax or foreign investment
policies, governmental instability or other political, governmental or
economic actions can adversely affect the value of the securities in a
fund.

Regulatory risk: In foreign countries, typically there are little or no
uniform accounting, auditing or financial reporting standards or other
regulatory practices and requirements that are common with
U.S. companies.

Emerging markets risk: Emerging market countries typically have economic
structures that are less diverse and mature than in developed countries. Their
political systems may be less stable, and they may have less developed legal
systems. National policies may restrict foreign investments. The small size of
the securities market can make investments illiquid. The value of the
investments may fluctuate more widely than in developed countries. Special
custody arrangements may also be needed.

See page ___ for a chart that compares the risks of investing in this Fund with
other Alleghany Funds.

Fund Performance

Calendar Year Total Return*

1995 1996 1997 1998 1999

(12.85)% 4.55% (2.26)% (27.65)% %

* For 1995-1998, the performance figures reflected are those of a predecessor
fund, PIMCO Emerging Markets Fund.

Best quarter: 20.82% (6/99) Worst quarter: (25.25)% (9/98)

The following table indicates how the Fund's average annual returns for
different calendar periods compared to the returns of the MSCI Emerging Markets
Free Index and the Lipper Emerging Markets Fund Index.

Average Annual Total Return
(For the periods ended December 31, 1999)

1 year 5 years Since Inception 1
Alleghany/Blairlogie Emerging
Markets Fund
MSCI Emerging Markets Free Index
Lipper Emerging Markets Fund Index

1 Fund's inception: _____, 1994

Balanced Funds

Alleghany/Montag & Caldwell Balanced Fund

Investment Objective

The Fund seeks long-term total return.

Principal Investment Strategies

The Fund invests primarily in a combination of equity, fixed income, and
short-term securities. Generally, between 50% and 70% of the Fund's total assets
will be invested in equity securities, and 25% or more will be invested in fixed
income securities to provide a stable flow of income. The portfolio allocation
will vary based upon the portfolio manager's assessment of the return potential
of each asset class. For equity investments, the portfolio manager uses a
bottom-up approach to stock selection, focusing on high quality,
well-established companies that have:
* a strong history of earnings growth
* attractive prices relative to the company's potential for above average
long-term earnings and revenue growth
* strong balance sheets
* a sustainable competitive advantage
* the potential to become (or currently are) industry leaders
* the potential to outperform the market during downturns

When selecting fixed income securities, the portfolio manager strives to
maximize total return and minimize risk primarily by adjusting the portfolio
duration and sector weightings. The portfolio manager will seek to maintain the
Fund's weighted average duration within 20% of the duration of the Lehman
Brothers Government Corporate Index. Emphasis is also placed on diversification
and credit analysis.

The Fund will invest only in fixed income securities with an "A" or better
rating. Investments will include:
* U.S. Government securities
* corporate bonds
* mortgage/asset-backed securities
* money market securities and repurchase agreements

Principal Risks of Investing in this Fund

Manager risk: If a fund manager makes errors in security selection or asset
allocation, a fund may underperform the stock or bond market or its peers. Also,
a fund could fail to meet its investment objective.

Interest rate risk: If interest rates rise, bond prices will fall. The longer
the maturity of a bond, the more sensitive a bond's price will be to changes in
interest rates. In other words, a long-term bond (30-year) will have greater
price sensitivity than a short-term bond (2-year). Short-term and long-term bond
prices and interest rates do not typically move the same amount or for the same
reasons.

Credit risk: Credit risk (also called default risk) is the risk that the issuer
of a security will not be able to make principal and interest payments on a bond
issue.

Issuer risk: The price of a bond is affected by the issuer's credit quality.
Changes in an issuer's financial condition and general economic conditions can
affect an issuer's credit quality. Lower quality bonds are generally more
sensitive to these changes than higher quality bonds.

See page ___ for a chart that compares the risks of investing in this Fund with
other Alleghany Funds.

Fund Performance

Calendar Year Total Return

1995 1996 1997 1998 1999

29.39% 20.37% 23.49% 23.06% %

</TABLE>

Best quarter: 16.94% (12/98) Worst quarter: (7.61)% (9/98)

The following table indicates how the Fund's average annual returns for
different calendar periods compared to the returns of 40% Lehman Brothers
Government Corporate Index/60% S&P 500 Index and the Lipper Balanced Fund Index.

Average Annual Total Return
(For the periods ended December 31, 1999)

1 year 5 years Since Inception 1

Alleghany/Montag & Caldwell Balanced Fund
40% Lehman Brothers Government Corporate
Index/60% S&P 500 Index 2
Lipper Balanced Fund Index

1 Fund's inception: November 2, 1994
2 As of closest available date (10/31/94)

Alleghany/Chicago Trust Balanced Fund

Investment Objective

The Fund seeks growth of capital with current income by investing in a
combination of equity and fixed income securities.

Principal Investment Strategies

Generally, between 40% and 70% of the Fund's total assets will be invested in
equity securities, and between 30% and 60% will be invested in fixed income
securities. Although the prices of fixed income securities fluctuate, the steady
income flow they produce helps offset the potentially higher price volatility of
the equity securities in the portfolio. The portfolio manager can invest in
either dividend paying or non-dividend paying equity securities that offer
growth or income potential.

Asset allocation varies according to the portfolio manager's assessment of which
asset class offers the greatest potential for growth. The portfolio manager will
diversify the Fund's investments among a variety of industries.

The portfolio manager also considers the quality of company management and the
strength of its position among its competitors. In addition, the portfolio
manager assesses the long-term economic outlook and the risk/return of
securities in allocating investments among industry sectors.

The portfolio manager uses a combination of quantitative and fundamental
research, including risk/reward and credit risk analysis, in choosing investment
grade fixed income securities. The dollar-weighted average maturity of the bonds
in the Fund is normally between three and ten years. Investments may include:
* U.S. Government securities
* corporate bonds
* debentures and convertible debentures
* zero-coupon bonds
* mortgage/asset-backed securities
* Yankee bonds

Principal Risks of Investing in this Fund

Below investment-grade securities risk: Bonds and other fixed income securities
are rated by the national ratings agencies. These ratings generally assess the
ability of the issuer to pay principal and interest. There are several
categories of investment grade securities, and those rated in the lower
categories are more risky than those rated in the higher categories.

Manager risk: If a fund manager makes errors in security selection, a fund may
underperform the stock or bond market or its peers. Also, a fund could fail to
meet its investment objective.

Credit risk: Credit risk (also called default risk) is the risk that the issuer
of a security will not be able to make principal and interest payments on a bond
issue.

See page ___ for a chart that compares the risks of investing in this Fund with
other Alleghany Funds.

Fund Performance

Calendar Year Total Return

1996 1997 1998 1999

16.56% 20.91% 25.13% %

Best quarter: 14.75% (12/98) Worst quarter: (4.02)% (9/98)

The following table indicates how the Fund's average annual returns for
different calendar periods compared to the returns of 40% Lehman Brothers
Aggregate Bond Index/60% S&P 500 Index and the Lipper Balanced Fund Index.

Average Annual Total Return
(For the periods ended December 31, 1998)

1 year Since Inception 1
Alleghany/Chicago Trust Balanced Fund
40% Lehman Brothers Aggregate Bond Index/
60% S&P 500 Index 2
Lipper Balanced Fund Index

1 Fund's inception: September 21, 1995
2 As of closest available date (9/30/95)

Fixed Income Funds

Alleghany/Chicago Trust Bond Fund

Investment Objective

The Fund seeks high current income consistent with prudent risk of capital.

Principal Investment Strategies

The Fund invests primarily in a broad range of intermediate-term
investment-grade fixed income securities. The portfolio manager uses a
combination of quantitative and fundamental research, including risk/reward and
credit risk analysis, in choosing securities. The dollar-weighted average
maturity of the bonds in the Fund is normally between three and ten years.
Investments may include:
* U.S. Government securities
* corporate bonds
* debentures and convertible debentures
* zero-coupon bonds
* mortgage/asset-backed securities
* Yankee bonds

Principal Risks of Investing in this Fund

Credit risk: Credit risk (also called default risk) is the risk that the issuer
of a security will not be able to make principal and interest payments on a bond
issue.

Prepayment risk: Mortgage-backed securities carry prepayment risks. Prices and
yields of mortgage-backed securities assume that the underlying mortgages will
be paid off according to a preset schedule. If the underlying mortgages are paid
off early, such as when homeowners refinance as interest rates decline, the fund
may be forced to reinvest the proceeds in lower yield, higher priced securities.
This may reduce a fund's total return.

Manager risk: If a fund manager makes errors in security selection, a fund may
underperform the bond market or its peers. Also, a fund could fail to meet its
investment objective.

See page ___ for a chart that compares the risks of investing in this Fund with
other Alleghany Funds.

Fund Performance

Calendar Year Total Return

1994 1995 1996 1997 1998 1999
(2.83)% 17.51% 3.84% 8.98% 7.69% %

Best quarter: 5.55% (6/95) Worst quarter: (2.26)% (3/94)

The following table indicates how the Fund's average annual returns for
different calendar periods compared to the returns of the Lehman Brothers
Aggregate Bond Index and the Lipper Intermediate Investment Grade Index.

Average Annual Total Return
(For the periods ended December 31, 1999)

1 year 5 years Since Inception 1
Alleghany/Chicago Trust Bond Fund
Lehman Brothers Aggregate Bond Index 2
Lipper Intermediate Investment Grade Index 3

1 Fund's inception: December 13, 1993
2 As of closest available date (11/30/93)
3 As of closest available date (12/9/93)

Money Market Fund

Alleghany/Chicago Trust Money Market Fund

Investment Objective

The Fund seeks as high a level of current interest income as is consistent with
maintaining liquidity and stability of principal.

Principal Investment Strategies

The Fund seeks to maintain a stable net asset value of $1.00 per share by
investing in a diversified portfolio of high-quality money market instruments.
The dollar-weighted average maturity of the securities in the Fund is 90 days or
less. The portfolio manager selects securities that:
* are denominated in U.S. dollars
* have high credit quality and minimal credit risk
* mature in 397 days or less

In selecting high quality securities with minimal credit risk, the portfolio
manager buys securities with the highest ratings given by national rating
agencies.

Principal Risks of Investing in this Fund

An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation (FDIC) or any other government agency. Although the Fund
seeks to preserve the value of your investment at $1.00 per share and
historically has been able to do so, it is possible to lose money by investing
in the Fund. The Fund's yield will change as a result of movements in short-term
interest rates and market conditions.

Credit risk: Credit risk (also called default risk) is the risk that the issuer
of a security will not be able to make principal and interest payments on a bond
issue.

Manager risk: If a fund manager makes errors in security selection, a fund may
underperform the bond market or its peers. Also, a fund could fail to meet its
investment objective.

See page ___ for a chart that compares the risks of investing in this Fund with
other Alleghany Funds.

Fund Performance

Calendar Year Total Return

1994 1995 1996 1997 1998 1999

3.91% 5.62% 5.07% 5.22% 5.16% %

</TABLE>

Best quarter: 1.42% (6/95) Worst quarter: 0.70% (3/94)

The following table indicates how the Fund's average annual returns for
different calendar periods compared to the returns of the 91-Day U.S. Treasury
Bill and IBC Donoghue's First Tier Money Market Fund Index.

Average Annual Total Return
(For the periods ended December 31, 1999)

1 year 5 years Since Inception 1
Alleghany/Chicago Trust Money Market Fund
91 Day U.S. Treasury Bill
IBC Donoghue's First Tier Money
Market Fund Index 2

1 Fund's inception: December 14, 1993
2 As of closest available date (11/30/93)

Fund Expenses

As an investor in the Funds, you pay certain indirect fees and expenses, which
are described in the table below.

Shareholder Fees
As a benefit of investing with Alleghany Funds, you do not incur any sales
loads, redemption fees or exchange fees.

Annual Fund Operating Expenses
Operating expenses are the normal costs of operating any mutual fund. These
expenses are not charged directly to investors. They are paid from a fund's
assets and are expressed as an expense ratio, which is a percentage of average
net assets.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>

Fund (1) Management Distribution Other Total Fee Net
Fees (12b-1) Fees Expenses Expense Waivers Expense
Ratio (1) Ratio (1)
- ------------------------------------------------- ------------- -------------- ----------- ---------- ---------- ----------

Alleghany/Montag & Caldwell Growth (2)
Alleghany/Chicago Trust Growth & Income
Alleghany/Chicago Trust Small Cap Value
Alleghany/Veredus Aggressive Growth
Alleghany/Blairlogie International Developed (2)
Alleghany/Blairlogie Emerging Markets (2)
Alleghany/Montag & Caldwell Balanced (2)
Alleghany/Chicago Trust Balanced
Alleghany/Chicago Trust Bond (2)
Alleghany/Chicago Trust Money Market
</TABLE>

(1) The above table reflects a continuation of the Advisers' contractual
undertakings to waive management fees and/or reimburse expenses exceeding the
limits shown for each Fund. The ratios shown above reflect the expenses incurred
during the fiscal year ended October 31, 1999. The Advisers to the Funds are
contractually obligated to reimburse expenses for one year at the rates shown in
the table, except for Alleghany/Chicago Trust Money Market Fund.
(2) Alleghany/Montag & Caldwell Growth Fund, Alleghany/Blairlogie
International Developed Fund, Alleghany/Blairlogie Emerging Markets Fund,
Alleghany/Montag & Caldwell Balanced Fund and Alleghany/Chicago Trust Bond Fund
each offer two classes of shares that invest in the same portfolio of
securities. Shareholders of Class N are subject to a 12b-1 distribution plan;
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 Class N shares, which are offered in this prospectus. Class I shares are
offered in a separate prospectus.

Example
This hypothetical example shows the operating expenses you would incur as a
shareholder if you invested $10,000 in a fund over the time periods shown,
assuming you reinvested all dividends and distributions and that the average
annual return was 5%. The example assumes that operating expenses remained the
same and includes only contractual fee waivers and reimbursements. The example
is for comparison purposes only and does not represent a fund's actual or future
expenses and returns.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>

Fund 1 year 3 years 5 years 10 years

Alleghany/Montag & Caldwell Growth Fund
Alleghany/Chicago Trust Growth & Income Fund
Alleghany/Chicago Trust Small Cap Value Fund
Alleghany/Veredus Aggressive Growth Fund
Alleghany/Blairlogie International Developed Fund
Alleghany/Blairlogie Emerging Markets Fund
Alleghany/Montag & Caldwell Balanced Fund
Alleghany/Chicago Trust Balanced Fund
Alleghany/Chicago Trust Bond Fund
Alleghany/Chicago Trust Money Market Fund
</TABLE>

Investment Terms

The following is a list of terms with definitions that you may find helpful as
you read this prospectus.

Asset-backed securities. Securities that represent a participation in, or are
secured by and payable from, payments generated by credit cards, motor vehicle
or trade receivables and the like.

Bank deposits. Cash, check or drafts deposited in a financial institution for
credit to a customer's account. Banks differentiate between demand deposits
(checking accounts on which the customer may draw) and time deposits, which pay
interest and have a specified maturity or require 30 days' notice before
withdrawal.

Bottom-up investing. An investing approach in which securities are researched
and chosen individually with less consideration given to economic or market
cycles.

Commercial paper. Short-term fixed income securities issued by banks,
corporations and other borrowers.

Corporate bonds. Fixed income securities issued by corporations.

Debentures. Bonds or promissory notes that are secured by the general credit of
the issuer, but not secured by specific assets of the issuer.

Developed Markets. Countries that are considered to have a high level of overall
economic and securities market development as well as stable financial and
political policies. Developed countries generally include the United States,
Japan and Western Europe.

Diversification. The practice of investing in a broad range of securities to
reduce risk.

Duration. A calculation of the average life of a bond (or portfolio of bonds)
that is a useful measure of the bond's price sensitivity to interest rate
changes. The higher the duration number, the greater the risk and reward
potential of the bond.

Emerging markets. Countries whose economy and securities markets are considered
by the World Bank to be emerging or developing. Emerging market countries may be
located in such regions as Asia, Latin America, the Middle East, Southern
Europe, Eastern Europe and Africa.

Expense ratio. A fund's cost of doing business, expressed as a percentage of its
assets and disclosed in a prospectus.

Fixed income securities. Bonds and other securities that are used by issuers to
borrow money from investors. Typically, the issuer pays the investor a fixed,
variable or floating rate of interest and must repay the borrowed amount at a
specified time in the future (maturity).

Foreign debt securities. Securities issued by foreign corporations and
governments. They may include:
Eurodollar bonds. Dollar-denominated securities issued outside the U.S.
by foreign corporations and financial institutions and by foreign
branches of U.S. corporations and financial institutions
Yankee bonds. Dollar-denominated securities issued in the U.S. by foreign
issuers

Growth investing. An investing approach that involves buying stocks of companies
that are generally industry leaders with above-average, sustainable growth
rates. Typically, growth stocks are the stocks of the fastest growing companies
in the most rapidly growing sectors of the economy. Growth stock valuation
levels (e.g., price-to-earnings ratio) will generally be higher than value
stocks.

High yield securities. Lower rated, higher yielding securities issued by
corporations. They are rated below investment-grade by national bond rating
agencies. They are considered speculative and are sometimes called "junk bonds".

IBC Donoghue First Tier Money Market Fund Index. An unmanaged index consisting
of non-government funds that hold paper considered to be of the highest credit
quality by at least one nationally recognized statistical rating organization.

Investment objective. The goal that an investor and a mutual fund seek together.
Examples include current income, long-term capital growth, etc.

Issuer. The company, municipality or government agency that issues a security,
such as a stock, bond or money market security.

Large-cap stocks. Stocks issued by large companies. Alleghany Funds defines a
large-cap company as one with a market capitalization of $5 billion or more.
Typically, large-cap companies are established, well-known companies; some may
be multinationals.

Lehman Brothers Aggregate Bond Index. An unmanaged index representing more than
5,000 taxable government, investment-grade corporate and mortgage-backed
securities.

Lehman Brothers Government Corporate Index. An unmanaged index that includes
U.S. Government and investment-grade corporate securities with at least one year
to maturity.

Management fee. The amount that a mutual fund pays to the investment adviser for
its services.

Mid-cap stocks. Stocks issued by mid-sized companies. Alleghany Funds defines a
mid-cap company as one with a market capitalization between $1 billion and $5
billion, which is similar to the range of the Standard & Poor's MidCap 400 Index
(S&P 400). The S&P 400 is a widely recognized, unmanaged index of common stocks
whose capitalizations are between $1 and $4 billion.

Money market securities. Short-term fixed income securities of federal and local
governments, banks and corporations.

MSCI EAFE Index. The Morgan Stanley International Capital Europe, Australasia,
Far East Index, a market-weighted aggregate of 20 individual country
indices/indexes that collectively represent many of the major world markets,
excluding the U.S. and Canada.

MSCI Emerging Markets Free Index. A market-capitalization weighted index
composed of 26 of the world's developing markets.

Mortgage-backed securities. Securities backed by the Government National
Mortgage Association (Ginnie Mae), the Federal National Mortgage Association
(Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac). These
securities represent collections (pool) of commercial and residential mortgages.

Mutual fund. An investment company that stands ready to buy back its shares at
their current net asset value, which is the total market value of the fund's
investment portfolio divided by the number of its shares outstanding. Most
mutual funds continuously offer new shares to investors.

Net asset value. The per share value of a mutual fund, found by subtracting the
fund's liabilities from its assets and dividing the number of shares
outstanding. Mutual funds calculate their NAVs at least once a day.

No-load fund. A mutual fund whose shares are sold without a sales charge and
without a 12b-1 fee of more than 0.25% per year.

Repurchase agreements (repos). Transactions in which a security (usually a
government security) is purchased with a simultaneous commitment to sell it back
to the seller (a commercial bank or recognized securities dealer) at an agreed
upon price on an agreed upon date, usually the next day.

Risk/reward trade-off. The principle that an investment must offer higher
potential returns as compensation for the likelihood of increased volatility.

Russell 2000 Index. An unmanaged index that contains the 2000 smallest common
stocks in the Russell 3000 (which contains the 3000 largest stocks in the U.S.
based on total market capitalization).

Small-cap stocks. Stocks issued by smaller companies. Alleghany Funds defines a
small-cap company as one with a market capitalization and/or market float of
less than $1 billion, which is the same as the Russell 2000 Index. The Russell
2000 is a widely recognized, unmanaged index of common stocks of the 2,000
smallest companies in the U.S.

Standard & Poor's (S&P) 500 Index. An unmanaged index of 500 widely traded
industrial, transportation, financial and public utility stocks.

S&P 400 Mid Cap Index. An unmanaged market-value weighted index that consists of
400 domestic stocks chosen for market size, liquidity and industry group
representation.

Top-down investing. An investing approach in which securities are chosen by
looking at the industry or sector level based on market trends and/or economic
forecasts.

Total return. A measure of a fund's performance that encompasses all elements of
return: dividends, capital gains distributions and changes in net asset value.
Total return is the change in value of an investment over a given period,
assuming reinvestment of dividends and capital gains distributions, expressed as
a percentage of the initial investment.

12b-1 fee. A mutual fund fee, named for the SEC rule that permits it, used to
pay for distribution costs, such as advertising and commissions paid to dealers.
If a fund has a 12b-1 fee, it is found in the fee table of its prospectus.

U.S. Government securities. Fixed income obligations of the U.S. Government and
its various agencies. U.S. Government securities issued by the Treasury (bills,
notes and bonds) are backed by the full faith and credit of the federal
government. Some government securities not issued by the U.S. Treasury also
carry the government's full faith and credit backing on principal or interest
payments. Some securities are backed by the issuer's right to borrow from the
U.S. Treasury and some are backed only by the credit of the issuing
organization. All government securities are considered highly creditworthy.

Value investing. An investing approach involves buying stocks that are out of
favor and/or undervalued compared to their peers. Generally, value stock
valuation levels are lower than growth stocks.

Variable rate securities. Securities that have interest rates that may be
adjusted periodically to reflect changes in interest rates. Interest rate
adjustments can either raise or lower the income generated by the securities.

Yield. A measure of net income (dividends and interest) earned by the securities
in the fund's portfolio, less the fund's expenses, during a specified period. A
fund's yield is expressed as a percentage of the maximum offering price per
share on a specified date.

Risk Summary

The following chart compares the principal risks of investing in each Alleghany
Fund.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

Alleghany/ Alleghany/ Alleghany/ Alleghany/ Alleghany/ Alleghany/ Alleghany/ Alleghany/ Alleghany/ Alleghany/
Montag Chicago Chicago Veredus Blairlogie Blairlogie Montag Chicago Chicago Chicago
& Trust Trust Aggressive Inter- Emerging & Trust Trust Trust
Caldwell Growth & Small Cap Growth national Markets Caldwell Balanced Bond Fund Money
Growth Income Value Fund Fund Developed Fund Balanced Fund Market
Fund Fund Fund Fund Fund
- -------------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- ----------- ----------- --------
Below
Investment * *
Grade
Securities

Credit * * * *

Emerging *
Markets

Foreign * *
Securities

Growth Stock * * * * *

Interest Rate * * * *

Issuer * * *

Liquidity * * * * * *

Manager * * * * * * * * * *

Market * * * * * * * *

Mid-Cap *
Company

Portfolio * *
Turnover

Prepayment *

REIT *

Small-Cap * *
Company

Value Stock * * *

Volatility * *

</TABLE>

Defensive Strategy Risk
There may be times when a fund takes temporary positions that may not achieve
its investment objective or follow its principal investment strategies for
defensive reasons. This includes investing all or a portion of its total assets
in cash or cash equivalents, such as money market securities and repurchase
agreements. Although a fund would do this in seeking to avoid losses, it could
reduce the benefit from any market upswings.

Year 2000
Like other business organizations around the world, each of the Funds could be
adversely affected if the computer systems used by its Advisers and other
service providers do not properly process and calculate date-related information
from and after January 1, 2000. This is commonly known as the "Year 2000
Problem." While Year 2000 problems could have a negative effect on the Funds,
Alleghany Funds is working to avoid such problems and to obtain assurance from
its service providers that they are taking similar steps. The Year 2000 Problem
could also affect the companies in which the Funds invest.

Other Investment Strategies

In addition to the primary investment strategies described in our fund
summaries, there may be times when Alleghany Funds uses secondary investment
strategies in seeking to achieve investment objectives. These strategies may
involve additional risks.

ADRs/EDRs
The Funds may invest in foreign securities in the form of depositary receipts.
Depositary receipts represent ownership of securities in foreign companies and
are held in banks and trust companies. They can include American Depositary
Receipts (ADRs), which are traded on U.S. exchanges and are U.S.
dollar-denominated, and European Depositary Receipts (EDRs), which are traded on
European exchanges and may not be denominated in the same currency as the
security they represent. The funds have no intention of investing in unsponsored
ADRs or EDRs.

Collateralized Mortgage Obligations (CMOs)
CMOs are fixed income securities secured by mortgage loans and other
mortgage-backed securities and are generally considered to be derivatives. CMOs
carry general fixed income securities risks and risks associated with
mortgage-backed securities.

Convertible Securities
Convertible securities are fixed income or equity securities that pay interest
or dividends and that may be exchanged on certain terms into common stock of the
same corporation.

Derivatives
Except for Alleghany/Chicago Trust Small Cap Value Fund and Alleghany/Chicago
Trust Money Market Fund, up to 20% of a Fund's assets can be invested in
derivatives. Derivatives are used to limit risk in a portfolio or enhance
investment return, and they have a return tied to a formula based upon an
interest rate, index, price of a security, or other measurement. Derivatives
include options, futures, forward contracts and related products.

Hedging involves using derivatives to hedge against an opposite position that a
fund holds. Any loss generated by the derivative should be offset by gains in
the hedged investment. While hedging can reduce or eliminate losses, it can also
reduce or eliminate gains. Using derivatives for purposes other than hedging is
speculative.

Fixed Income Securities The Equity Funds may invest in fixed income securities
to offset the volatility of the stock market. Fixed income securities provide a
stable flow of income for a fund.

Preferred Stocks
Preferred stocks are stocks that pay dividends at a specified rate. Dividends
are paid on preferred stocks before they are paid on common stocks. In addition,
preferred stockholders have priority over common stockholders as to the proceeds
from the liquidation of a company's assets.

Rule 144A Securities
Rule 144A securities are restricted securities that can be sold to qualified
institutional buyers under the 1933 Act. Investing in Rule 144A securities may
increase the illiquidity of a fund's investments in the event that an adequate
trading market does not exist for these securities.

More information about the risks associated with investing in Alleghany Funds
can also be found in the Statement of Additional Information (SAI).

Other Investment Strategies

Alleghany/ Alleghany/ Alleghany/ Alleghany/ Alleghany/ Alleghany/ Alleghany/ Alleghany/ Alleghany/ Alleghany/
Montag Chicago Chicago Veredus Blairlogie Blairlogie Montag Chicago Chicago Chicago
& Trust Trust Aggressive Inter- Emerging & Trust Trust Trust
Caldwell Growth & Small Cap Growth national Markets Caldwell Balanced Bond Fund Money
Growth Income Value Fund Fund Developed Fund Balanced Fund Market
Fund Fund Fund Fund Fund
__________________________________________________________________________________________________________________________________
ADRs/EDRs * * * * * * *

Asset/Mortgage - * * * * * * P
Backed Securities

Below Investment * * *
Grade Securities
("Junk bonds")

CMOs * * * * * *

Commercial Paper * * * * * * * * * * P
and Securities of
other investment
companies

Corporate Bonds * * * P * P * P

Convertible * P * P * * * * P * P *
Securities

Debentures and * * * * *
Convertible
Debentures

Derivatives * * * * * * * *
(Options,
Forwards,
Futures, Swaps)

Equity Securities * P * P * P * P * P * P * P * P

Fixed Income * * * * * P * P * P * P
Securities

Foreign Securities * P * P

Preferred Stocks * * P * * P * P

Repurchase * * * * * * * * * *
Agreements

Rule 144A * * * * * * * * * *
Securities

U.S. Government * * * * * * * P * P * P *
Securities

P = components of a fund's primary investment strategy
</TABLE>

Management of the Funds

The Advisers
Each Fund has an Adviser that provides management services. The Adviser is paid
an annual management fee by each Fund for its services based on the average
daily net assets of the Fund. The accompanying charts highlight each Fund and
its lead portfolio manager(s) and investment experience and the investment
advisory fees paid by each Fund.

The Chicago Trust Company

Chicago Trust is the Adviser to several Alleghany Funds. Investment
management teams make the investment decisions for each Fund. As of
December 31, 1999, Chicago Trust managed approximately $[8.8] billion
in assets, consisting primarily of insurance, pension and profit
sharing accounts, as well as accounts of high net worth individuals and
families. Chicago Trust is an indirect and wholly-owned subsidiary of
Alleghany Corporation.
<TABLE>
<CAPTION>
<S> <C> <C>

Fund Name Portfolio Manager(s) Investment Experience

Alleghany/Chicago Trust Bernard Myszkowski Portfolio Manager of the Fund since September 1999,
Senior Vice President and Chief Equity Officer, has
been associated with Chicago Trust and its affiliates
since 1969. He has been a member of the Equity Investment
Committee since 1993, and a manager of balanced and common
stock portfolios for institutional and private family
accounts since 1973. Mr. Myszkowski received a BS from DePaul
University in 1967 and an MBA from Northwestern University in 1971.
He is a Chartered Financial Analyst.

Alleghany/Chicago Trust Patricia A. Falkowski Portfolio Manager since the Fund's inception in 1998, joined
Small Cap Value Fund Chicago Trust in 1998 as Managing Director and oversees the small cap
equity investment area. She was President and Chief Investment Officer
of Fiduciary Management Associates, Inc. from 1993-1998. Ms. Falkowski
has more than 24 years of investment management experience. She has a BS,
Summa Cum Laude, from Rider College and an MBA
from the University of Chicago.

Alleghany/Chicago Trust Thomas J. Marthaler Portfolio Manager since the Fund's inception in 1997 and Vice President,
Balanced Fund has been associated with Chicago Trust and its affiliates since 1981.
He has managed fixed income investment portfolios since 1984. Mr.
Marthaler has a BA from the University of St. Thomas and an MBA from
Loyola University. He is a Chartered Financial Analyst.

Bernard Myszkowski Portfolio Manager of the Fund since September 1999,
Senior Vice President and Chief Equity Officer, has
been associated with Chicago Trust and its affiliates
since 1969. He has been a member of the Equity Investment
Committee since 1993, and a manager of balanced and common
stock portfolios for institutional and private family
accounts since 1973. Mr. Myszkowski received a BS from DePaul
University in 1967 and an MBA from Northwestern University in 1971.
He is a Chartered Financial Analyst.

Alleghany/Chicago Trust Thomas J. Marthaler Portfolio Manager since the Fund's inception in 1993; and Vice President,
Bond Fund has been associated with Chicago Trust and its affiliates since 1981.
He has managed fixed income investment portfolios since 1984. Mr.
Marthaler has a BA from the University of St. Thomas and an MBA from
Loyola University. He is a Chartered Financial Analyst.

Alleghany/Chicago Trust Fred H. Senft, Jr. Portfolio Manager since the Fund's inception in 1993 and Vice President,
Money Market Fund has been associated with Chicago Trust and its affiliates since 1992.
He specializes in money market instruments as well as mortgage-backed
securities and asset-backed securities. Mr. Senft has a BA from
Lake Forest College. He is a Chartered Financial Analyst.

</TABLE>

Fund Name Advisory Fee

Alleghany/Chicago Trust Growth & Income 0.70%
Fund
Alleghany/Chicago Trust Small Cap Value 1.00%
Fund
Alleghany/Chicago Trust Balanced Fund 0.70%
Alleghany/Chicago Trust Bond Fund 0.55%
Alleghany/Chicago Trust Money Market Fund 0.40%

Alleghany/Chicago Trust Small Cap Value Fund

Alleghany/Chicago Trust Small Cap Value Fund began operations on November 4,
1998. Patricia A. Falkowski manages the investment program of Alleghany/Chicago
Trust Small Cap Value Fund and is primarily responsible for the day-to-day
management of the Fund's portfolio. Ms. Falkowski became a managing director at
Chicago Trust on August 24, 1998.

The investment objectives, policies and strategies of the Fund are
substantially similar in all material aspects to the UAM FMA Small
Company Portfolio. Ms. Falkowski had been Chief Investment Officer of
Fiduciary Management Associates, Inc. since 1992 and President since
1993. In that capacity, Ms. Falkowski was the primary portfolio manager
for the UAM FMA Small Company Portfolio with full discretionary
authority over the selection of investments for that fund from July
1992 through August 1998. The UAM FMA Small Company Portfolio
Institutional Class Shares had net assets of $182.7 million as of June
30, 1998.

Average Annual Returns of UAM FMA Small Company Portfolio
for Periods ended June 30, 1998

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
One Year Three Years Five Years Since July 1, 1992 4

UAM FMA Small Company Portfolio 1,2 23.14% 25.62 19.19 21.97
Russell 2000 Index 3 16.50% 18.86 16.05 17.65

1 Average annual total return reflects changes in share prices and
reinvestment of dividends and distributions and is net of fund expenses.
2 The expense ratio of UAM FMA Small Company Portfolio was capped at
1.03% from July 1, 1992 through June 30, 1998. The expense ratio of
Alleghany/Chicago Trust Small Cap Value Fund is capped at 1.40% through
[December 31, 1999]. The returns shown have been restated to reflect an
expense ratio of 1.40% (consistent with the contractual expense cap of
Alleghany/Chicago Trust Small Cap Value Fund).
3 The Russell 2000 Index is a widely recognized, unmanaged index of
common stocks of the 2,000 smallest companies in the Russell 3000 Index.
The Russell 3000 Index is comprised of the 3,000 largest U.S. companies
based on total market capitalization. Each Index is adjusted to reflect
reinvestment of dividends.
4 The inception date of the UAM FMA Small Company Portfolio
was July 31, 1991. Ms. Falkowski began managing the Fund in July 1992.
</TABLE>

Although similar to Alleghany/Chicago Trust Small Cap Value Fund, the
UAM FMA Small Company Portfolio is a separate fund and its historical
performance is not indicative of the future performance of
Alleghany/Chicago Trust Small Cap Value Fund. Historical performance is
not indicative of future performance. Share prices and investment
returns will fluctuate, reflecting market conditions as well as changes
in company-specific fundamentals of portfolio securities.

Montag & Caldwell, Inc.

Montag & Caldwell, Inc. is the Adviser to two Alleghany Funds. An
investment management team makes the investment decisions for each
Fund. Ronald E. Canakaris leads the investment management team that
manages each Fund. The firm was founded in 1945 and is an indirect
wholly-owned subsidiary of Alleghany Corporation. As of December 31,
1999, Montag & Caldwell managed approximately $[24] billion in assets.
<TABLE>
<CAPTION>
<S> <C> <C>

Fund Name Portfolio Manager Investment Experience
---------------------------------------- ------------------------- ------------------------------------------------

Alleghany/Montag & Caldwell Growth Fund Portfolio manager of the Fund since its inception in
Ronald E. Canakaris 1994; is President and Chief Investment Officer of
Alleghany/Montag & Caldwell Balanced Montag & Caldwell. He has been with the firm since
1972 and is responsible for developing the firm's
investment process. He has a BS and BA from the
University of Florida. Mr. Canakaris is a Chartered
Investment Counselor and a Chartered Financial Analyst.
</TABLE>

Fund Name Advisory Fee

Alleghany/Montag & Caldwell Growth Fund First $800 0.80%
million
Over $800 0.60%
million

Alleghany/Montag & Caldwell Balanced 0.75%
Fund

Veredus Asset Management LLC

Veredus Asset Management is the Adviser to Alleghany/Veredus Aggressive
Growth Fund. Veredus was founded in 1998 and is partially owned by
Alleghany Corporation. As of December 31, 1999, Veredus managed
approximately $[80] million in assets. The Fund pays Veredus an annual
management fee of 1.00% of its average daily net assets.
<TABLE>
<CAPTION>
<S> <C> <C>

Fund Name Portfolio Manager(s) Investment Experience
-------------------------------------- --------------------------- ------------------------------------------------
B. Anthony Weber Portfolio Manager of the Fund since its inception in
Alleghany/Veredus Aggressive 1998, is President and Chief Investment Officer of
Growth Fund Veredus Asset Management. He leads the team that is
responsible for the day-to-day management of the Fund
Mr. Weber was President and Senior Portfolio Manager
of SMC Capital, Inc. from 1993-1998. He has 18 years
of investment management experience. He received a BA
degree from Centre College of Kentucky.

Charles P. McCurdy, Jr. Portfolio manager since February 2000. Executive Vice
President and Director of Research of Veredus Asset
Management. Formerly employed by SMC Capital, Inc.,
Stock Yards Bank and Trust and Citizens Fidelity
Capital Management. He has been in the investment
management business since 1986. He received his BS
from the University of Louisville in 1984. He is a
Chartered Financial Analyst.
</TABLE>

Alleghany/Veredus Aggressive Growth Fund

B. Anthony Weber, Portfolio Manager of Alleghany/Veredus Aggressive
Growth Fund, was primarily responsible for management of certain
accounts as portfolio manager of Shelby County Trust Bank from July
1989 and as President and Senior Portfolio Manager of SMC Capital, Inc.
from 1993 through June 1998. Those accounts had investment objectives,
policies and strategies substantially similar to those of
Alleghany/Veredus Aggressive Growth Fund.

The following performance information is the performance of a composite
of those equity accounts for which Mr. Weber had primary responsibility
for the day-to-day management from July 1989 through June 1998 (the
"Managed Accounts"). As of December 31, 1997, the assets in the Managed
Accounts totaled approximately $36 million. The Managed Accounts do not
include performance of The Shelby Fund, a mutual fund for which Mr.
Weber was co-manager but did not have primary responsibility. The
Managed Accounts do include three common trust funds in operation until
July 1994, when those funds merged into The Shelby Fund. Commencing
July 1, 1998, Mr. Weber was portfolio manager for Veredus Growth Fund,
which merged into Alleghany/Veredus Aggressive Growth Fund on December
7, 1998.
<TABLE>
<CAPTION>
<S> <C> <C> <C>

Prior Performance
Managed Accounts S&P 500 Index 4 Russell 2000 Index 4

1998 1 18.66% 17.71% 4.93%
1997 4.82 33.36 22.36
1996 14.44 22.96 16.50
1995 39.67 37.59 28.44
1994 2.46 1.32 (1.82)
1993 14.70 10.08 18.91
1992 32.98 7.64 18.41
1991 42.80 30.48 46.05
1990 (1.04) (3.12) (19.51)
1989 2 11.67 12.99 1.47

Average Annual Returns 3
Managed Accounts S&P 500 Index 4 Russell 2000 Index 4
One Year 24.63% 30.16% 16.50%
Five years 16.38 23.08 16.05
Since July 1, 1989 19.32 18.35 13.67
</TABLE>

1 1998 percentages represent the rates of return for the six-month
period ended June 30, 1998.
2 1989 percentages represent the rates of
return for the six-month period ended December 31, 1989.
3 Average Annual Returns for the periods ended June 30, 1998, using the
Performance Presentation Standards of the Association for Investment
Management and Research (AIMR) calculation of performance (see below),
which differs from the standardized SEC calculation.
4 The S&P 500 Index is a widely recognized, unmanaged index of market
activity based upon the aggregate performance of a selected portfolio
of publicly traded common stocks, including monthly adjustments to
reflect the reinvestment of dividends and other distributions.
The Russell 2000 Index is a widely recognized index of market
activity based on the aggregate performance of small to mid-sized
publicly traded common stocks. Each Index reflects the total return
of securities comprising the Index, including changes in market prices
as well as accrued investment income, which is presumed to be
reinvested. Performance figures for each Index do not reflect deduction
of transaction costs or expenses, including management fees.

From July 1, 1989 through December 31, 1991, the performance
information is based on a quarterly, linked time-weighted rate of
return calculation method. Beginning January 1, 1992, the accounts
within the composite allowed participants to contribute on a monthly
basis. Therefore, beginning January 1, 1992, the performance
information is based on a monthly, linked time-weighted rate of return
calculation method. The composite rate of return is market-weighted,
reflecting the relative size of each eligible account, at the beginning
of the relevant period. Performance figures reflected are net of
management fees and net of all expenses, including transaction costs
and commissions. Results include the reinvestment of dividends and
capital gains.

The investment objectives, policies and strategies of Alleghany/Veredus
Aggressive Growth Fund are substantially similar to those of the
Managed Accounts. The performance of the accounts managed by Veredus
does not represent the historical performance of the Fund and should
not be considered indicative of future performance of the Fund. Results
may differ because of, among other things, differences in brokerage
commissions, account expenses, including management fees (the use of
the Fund's expense structure would have lowered the performance
results), the size of positions taken in relation to account size and
diversification of securities, timing of purchases and sales, and
availability of cash for new investments. In addition, the Managed
Accounts are not subject to certain investment limitations,
diversification requirements and other restrictions imposed by the
Investment Company Act and the Internal Revenue Code which, if
applicable, may have adversely affected the performance results of the
managed accounts composite. The results for different periods may vary.

Blairlogie Capital Management

Blairlogie Capital Management is the Adviser to two Alleghany Funds.
Investment management teams make the investment decisions for each
Fund. James Smith leads the investment team that manages each Fund. The
firm was founded in 1992 and is currently an indirect subsidiary of
Alleghany Corporation. As of December 31, 1999, Blairlogie managed
approximately [$____ ] in assets, primarily for institutional clients.
<TABLE>
<CAPTION>
<S> <C> <C>

Fund Name Portfolio Manager(s) Investment Experience
------------------------------------------- ---------------------- --------------------------------------

Alleghany/Blairlogie International Portfolio manager of the Funds since inception in
Developed Fund James Smith 1993; is Chief Investment Officer at Blairlogie. He
has been with the firm since 1992 and is responsible
Alleghany/Blairlogie Emerging Markets Fund for setting investment policy and determining asset
allocation; he also manages the investment team.
Mr. Smith holds a BSc in Economics from London
University. He is an Associate of the Institute of
Investment Management and Research and a Fellow
of The Chartered Insurance Institute.

</TABLE>

Fund Name Advisory Fee

Alleghany/Blairlogie International 0.85%
Developed Fund

Alleghany/Blairlogie Emerging Markets 0.85%
Fund

Shareholder Information

Opening an Account

* Read this prospectus carefully.
* Determine how much you want to invest. The minimum initial investments for
each Alleghany Fund are as follows:
* Regular accounts: $2,500
* Individual Retirement Accounts (IRAs): $500
* Uniform Gift to Minor Accounts/Uniform Transfer to Minor Accounts
(UGMA/UTMA) (custodial accounts for minors): $500
* Automatic Investment Plan (any type of account): We waive the initial
investment minimum to open an account and the monthly investment minimum
is $50.
* Complete the account application and carefully follow the instructions. If
you have any questions, please call 800 992-8151. Remember to complete the
"Purchase, Exchange and Redemption Authorization" section of the account
application to establish your account privileges. You can avoid the delay
and inconvenience of having to request these in writing at a later date.
* Make your initial investment using the following table as a guideline.
<TABLE>
<CAPTION>
<S> <C> <C>

Buying Shares

To open an account To add to an account ($50 minimum)
- -------------------------------------- -------------------------------------- --------------------------------------
By Mail * Complete and sign your * Complete the investment slip from one ofyour account
application. statements and send with your check to our address at
Alleghany Funds the left.
P.O. Box 5164 * Make your check payable to
Westborough, MA 01581 Alleghany Funds and mail to us at
the address at the left.
* We accept checks, bank drafts, money orders,
* We accept checks, bank drafts and wires and ACH for purchases (see "Other Features on
money orders for purchases. Checks p. ___ ). Checks must be drawn on U.S. banks. There
must be drawn on U.S. banks to avoid is a $20 charge for returned checks.
any fees or delays in processing
your check. * Give the following wire/ACH information to your bank:
Boston Safe Deposit & Trust
ABA #01-10-01234
For : Alleghany Funds
A/C 140414
FBO "Alleghany Fund Number"
"Your Account Number"

* We do not accept third party checks, which are
checks made payable to someone other than the Funds.
* We do not accept third party
checks, which are checks made
payable to someone other than the
Funds.

- -------------------------------------- -------------------------------------- --------------------------------------
By Phone * Obtain a fund number and account * You should have already comleted the "Purchase,
by calling Alleghany Funds at the number Exchange and Redemption Authorizations" section on
800 992-8151 at the left. your account application that permits telephone
instructions and establishes electronic funds
* Instruct your bank (who may charge transfers. This allows Alleghany Funds to withdraw
a fee) to wire or ACH the amount of the amount of purchase from your bank account. If
your investment. you have not provided this imformatio, please call
us at 800 992-8151.

* When you are ready to add to your account, call
Alleghany Funds and tell the representative the fund
* Give the following wire/ACH name, account number, the name(s) in which the account
information to your bank: is registered and the purchase amount to be withdrawn
Boston Safe Deposit & Trust from your bank account for your addititional investment.
ABA #01-10-01234
For: Alleghany Funds
A/C 140414
FBO "Alleghany Fund Number"
"Your Account Number"

* Return your completed and signed
application to:
Alleghany Funds
P.O. Box 5164
Westborough, MA 01581
- -------------------------------------- -------------------------------------- --------------------------------------
By Internet * Download the appropriate account * You should have already completed the "Purchase,
application(s) from our Web site. Exchange and Redemption Authorizations" section on
www.AlleghanyFunds.com your account application that establishes electronic
* Complete and sign the application(s). funds transfers. This allows Allegahny Funds to
Make your check payable to Alleghany withdraw the amount of purchase from your bank
Funds and mail to the address under account. If you have not provided this information,
"By Mail" above. please call us at 800 992-8151.

* Obtain a Personal Identification Number (PIN) from
Alleghany Funds for use on Alleghany Funds' Web site
if you have not already done so. To obtain a PIN,
please call us at 800 992-8151.

* When you are ready to add to your account, access
your account through the Alleghany Funds' Web site and
enter your purchase instructions in the highly secure
area for shareholders only.
- -------------------------------------- -------------------------------------- --------------------------------------
</TABLE>

Exchanging Shares

After you have opened an account with us, you can exchange your shares within
Alleghany Funds to meet your changing investment goals or other needs. This
privilege is not designed for frequent trading and may be difficult to implement
in times of drastic market changes.

You can exchange shares from one Alleghany Fund to another within the same class
of shares. All exchanges to open new accounts must meet the minimum initial
investment requirements. Exchanges may be made by mail or by phone at 800
992-8151 if you chose this option when you opened your account. For tax
purposes, each exchange is treated as a sale and a new purchase.

Alleghany Funds reserves the right to limit, impose charges upon, terminate or
otherwise modify the exchange privilege by sending written notice to
shareholders.

Selling/Redeeming Shares

Once you have opened an account with us, you can sell your shares to meet your
changing investment goals or other needs. The following table shows guidelines
for selling shares.

Selling Shares
<TABLE>
<CAPTION>
<S> <C> <C>

Designed for... To sell some or all of your shares...
- -------------------------------------- ------------------------------------- --------------------------------------
By Mail * Accounts of any type * Write and sign a letter of instruction indicating
the fund name, fund number, your account number,
Alleghany Funds * Sales or redemptions of any size the name(s) in which the account is registered and the
P.O. Box 5614 dollar value or number of shares you wish to sell.
Westborough, MA 01581
* Include all signatures and any
additional documents that may be
required. (See "Selling Shares in Writing.")

* Mail to us at the address at the left.

* A check will be mailed to the name(s) and address
in which the account is registered. If you would like
the check mailed to a different address, you must write
a letter of instruction and have it signature
guaranteed.

* Proceeds may also be sent by wire or ACH (see "Other
Features" on p. ___ ).

- -------------------------------------- ------------------------------------- --------------------------------------
By Phone * Non-retirement accounts * For automated service 24 hours
day using your touch-tone phone, call us at the number
800 992-8151 * Sales of up to $50,000 (for at the left.
accounts with telephone account
privileges) * To place your request with a Shareholder Service
Representative, call between 9 am and 7 pm ET, Monday
- Friday.

* Proceeds may also be sent by wire or ACH (see "Other
Features" on p. ___ ).

* The Funds reserve the right to refuse any telephone
sales request and may modify the procedures at any
time. The Funds make reasonable attempts to verify that
telephone instructions are genuine, but you are
responsible for any loss that you may bear from
telephone requests.

- -------------------------------------- ------------------------------------- --------------------------------------
By Internet * Non-retirement accounts * You should have already completed the "Purchase,
Exchange and Redemption Authorizations" section
on your account application that establishes electronic
www.AlleghanyFunds.com funds transfers. This allows Alleghany Funds to
deposit the amount of your redemption into your bank
account. If you have not provided this information,
please call us at 800 992-8151.

* Obtain a Personal Identification Number (PIN) from
Alleghany Funds (800 992-8151) for use on Alleghany
Funds' Web site if you have not already done so.

* When you are ready to redeem a portion of your
account, access your account through the Alleghany
Funds' Web site and enter your redemption instructions
in the highly secure area for shareholders only. A
check for the proceeds will be mailed to you at the
address of record.

* Proceeds may also be sent by wire or ACH (see "Other
Features" on p. ___).
- -------------------------------------- ------------------------------------- --------------------------------------
By Money Market Checkwriting * Regular accounts * Request the free checkwriting privilege
on your application
* Alleghany/Chicago Trust Money
Market Fund only
* Verify that the shares to be sold
were purchased more than 15 days or earlier
or were purchased by wire.

* You may write unlimited checks, each for $500 or
more. You cannot close an account by writing a check.

* You continue to earn dividends until checks are
presented for payment. There is a $30 charge for
returned checks.

* Currently, there is no charge for this privilege, but
the Fund reserves the right to add one.

* Canceled checks are available upon request but there
is a fee for to receive them.

* The Fund may cancel this privilege at any time by
giving notice to you.

</TABLE>

Selling Shares in Writing
In certain circumstances, you must make your request to sell shares in
writing. You may need to include a signature guarantee (which protects you
against fraudulent orders) and additional items with your request, as shown
in the table below. We require signature guarantees if:
* your address of record has changed within the past 30 days
* you are selling more than $50,000 worth of shares
* you are requesting payment other than by a check mailed to the address
of record and payable to the registered owner(s) or other than wire or
ACH sent to the bank account of the registered owner

Signature guarantees help ensure that major transactions or changes to your
account are in fact authorized by you. For example, we require a signature
guarantee on written redemption requests for more than $50,000. You can obtain a
signature guarantee for a nominal fee from most banks, brokerage firms and other
financial institutions. A notary public stamp or seal cannot be substituted for
a signature guarantee.

Seller Requirements for Written Requests
-------------------------------------------------- ----------------------------------------------------------------
Owners of individual, joint, sole * Letter of instruction
proprietorship, UGMA/UTMA, or general partner * On the letter, the signatures and titles of all persons
accounts authorized to sign for the account, exactly as the account is
registered
* Signature guarantee, if applicable (see above)
-------------------------------------------------- ----------------------------------------------------------------
Owners of corporate or association accounts * Letter of instruction
* Corporate resolution certified within the past 12 months
* On the letter, the signatures and titles of all persons
authorized to sign for the account, exactly as the account is
registered
* Signature guarantee, if applicable (see above)
-------------------------------------------------- ----------------------------------------------------------------
Owners or trustees of trust accounts * Letter of instruction
* On the letter, the signature of the trustee(s)
* If the names of all trustees are not registered on the account,
a copy of the trust document certified within the past 12 months
* Signature guarantee, if applicable (see above)
-------------------------------------------------- ----------------------------------------------------------------
Joint tenancy shareholders whose co-tenants are * Letter of instruction signed by the surviving tenant
deceased * Copy of death certificate
* Signature guarantee, if applicable (see above)
-------------------------------------------------- ----------------------------------------------------------------
Executors of shareholder estates * Letter of instruction signed by executor
* Copy of order appointing executor
* Signature guarantee, if applicable (see above)
-------------------------------------------------- ----------------------------------------------------------------
Administrators, conservators, guardians and * Call 800 992-8151 for instructions
other sellers or account types not listed above
-------------------------------------------------- ----------------------------------------------------------------
IRA accounts * IRA distribution request form completed and signed. Call
800 992-8151 for a form.
-------------------------------------------------- ----------------------------------------------------------------
</TABLE>

Other Features. The following other features are available to buy and sell
shares of the Funds.

Wire. To purchase and sell shares via the Federal Reserve Wire System.
* You must authorize Alleghany Funds to honor wire instructions before using it.
Complete the "Purchase, Exchange and Redemption" on the application when
opening your account,
or call 800 992-8151 to add the feature after your account is opened.
Call 800 992-8151 before your first use to verify that this feature is set up
on your account.
* To sell shares by wire, you must designate the U.S. commercial bank account(s)
into which you wish the redemption proceeds deposited.
* Please remember that if you request redemptions by wire, $20 will be deducted
from the amount redeemed. Your bank also may charge a fee.

Automated Clearing House (ACH). To transfer money between your bank account and
your Alleghany Funds account(s).
* You must authorize Alleghany Funds to honor ACH instructions before using it.
Complete the "Purchase, Exchange and Redemption" on the application when
opening your account,
or call 800 992-8151 to add the feature after your account is opened. Call
800 992-8151 before your first use to verify that this feature is set up on
your account.
* Most transfers are complete within three business days of your call.
* There is no fee for this transaction.

Redemptions in Kind
The Funds have elected, under Rule 18f-1 of the 1940 Act, to pay sales
proceeds in cash up to $250,000 or 1% of each Fund's total value during any
90-day period for any one shareholder, whichever is less. Larger
redemptions may be detrimental to existing shareholders. While we intend to
pay all sales proceeds in cash, we reserve the right to make higher
payments to you in the form of certain marketable securities of the Fund.
This is called a "redemption in kind." You may need to pay certain sales
charges related to a redemption in kind, such as brokerage commissions,
when you sell the securities.

Involuntary Redemptions
To reduce expenses, we may sell your shares and close your account if the
value of your account falls below $50. We will give you 30 days' notice
before we sell your shares. This gives you an opportunity to purchase
enough shares to raise your account value to the appropriate minimum to
avoid closing the account.

Transaction Policies

Quotations of foreign securities in foreign currency are converted to U.S.
dollar equivalents using foreign exchange quotations received from independent
dealers. Events affecting the values of portfolio securities that occur between
the time their prices are determined and the close of regular trading on the
NYSE may not be reflected in the calculation of net asset value. If events
materially affecting the value of such securities occur during such period, then
these securities may be valued at fair value as determined by the Adviser and in
accordance with guidelines adopted by the Board of Trustees.

Execution of Requests Each Fund is open on each business day that the (NYSE) is
open for trading. The NYSE is not open on weekends or national holidays. Buy and
sell requests are executed at the NAV next calculated after Alleghany Funds or
an authorized broker or designee receives your mail or telephone request in
proper form. Under normal circumstances, purchase orders and redemption requests
for Alleghany/Chicago Trust Money Market Fund must be received by 1:00 p.m. ET
for same day processing. On days when the Federal Reserve Cash Settlement System
closes earlier than normal, this time may be accelerated. Sales proceeds are
normally sent on the next business day, but are always sent within seven days of
receipt of a request in proper form. Brokers and their authorized designees are
responsible for forwarding purchase orders and redemption requests to the Funds.

Alleghany Funds reserves the right to:
* reject any purchase order
* suspend the offering of fund shares
* change the initial and additional investment minimums or waive these minimums
for any investor
* delay sending you your sales proceeds for up to 15 days if you purchased
shares by check. A minimum $20 charge will be assessed if any check used to
purchase shares is returned.

Money Market Trading
For Alleghany/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. On days when the NYSE is open for trading and Federal banks are
closed (currently, Columbus Day and Veterans Day), conversion into federal funds
does not occur until the next business day. If you invest by check or a
non-federal funds wire, you should allow one business day after receipt for
conversion into federal funds. Checks must be made payable to "Alleghany Funds."

Short-Term Trading
The Funds are not designed for frequent trading and certain purchase or exchange
requests may be difficult to implement in times of drastic market changes. The
Funds reserve the right to refuse any purchase or exchange order that could
adversely affect the Funds or their operations. The Funds also reserve to right
to limit, impose charges upon, terminate or otherwise modify the exchange
privilege by sending written notice to shareholders.

Account Policies and Dividends

Account Statements
In general, you will receive quarterly account statements. In addition, you will
also receive account statements:
* after every transaction that affects your account balance (except for
dividend reinvestments, automatic investment plans or systematic
withdrawal plans)
*after any change of name or address of the registered owner(s)

Mailings to Shareholders
To reduce expenses and show respect for our environment, we will deliver
most financial reports and prospectuses to households in a single envelope,
even if the accounts are registered under different names. If you would like
additional copies of financial reports and prospectuses, please call us at
800 992-8151.

Dividends
The following table shows the Funds' distribution schedule.

Distribution Schedule
<TABLE>
<CAPTION>
<S> <C> <C>

Funds Dividends Capital Gains Distribution
Equity * Declared and paid quarterly * Distributed at least once a year, in December
International * Declared and paid annually * Distributed at least once a year, in December
Balanced * Declared and paid quarterly * Distributed at least once a year, in December
Fixed Income * Declared and paid monthly * Distributed at least once a year, in December
Money Market * Declared daily and paid monthly * Distributed at least once a year, in December
</TABLE>

Dividend Reinvestments
Many investors have their dividends reinvested in additional shares of the same
Fund. If you choose this option, or if you do not indicate a choice, your
dividends will be automatically reinvested on the dividend payable date. You can
also choose to have a check for your dividends mailed to you by choosing this
option on your account application.

Additional Investor Services

Automatic Investment Plan
The Automatic Investment Plan allows you to set up a regular transfer of funds
from your bank account to the Alleghany Fund(s) of your choice. You determine
the amount of your investment, and you can terminate the program at any time. To
take advantage of this feature:
* complete the appropriate sections of the account application
* if you are using the Automatic Investment Plan to open an account, make a
check ($50 minimum) payable to "Alleghany Funds." Mail your check and
application to Alleghany Funds, P.O. Box 5164, Westborough, MA 01581.

Alleghany Funds Web Site Alleghany Funds maintains a Web site located at
http://www.AlleghanyFunds.com. You can purchase, exchange and redeem shares and
access information such as your account balance and the Funds' NAVs through our
Web site. In order to engage in transactions on our Web site, you must obtain a
Personal Identification Number (PIN) by calling us at 800 992-8151. One of our
Shareholder Service Representatives will ask a series of questions to verify
your identify and assign a temporary PIN that will allow you to log on to the
Account Access area of our site. You will be prompted to change the temporary
PIN to a new PIN, which will be known only to you, and then you may access your
account information. You may also need to have bank account information, wire
instructions, Automated Clearing House instructions or other options established
on your account.

Our Web site is highly secure to prevent unauthorized access to your account
information. The Funds and their agents will not be responsible for any losses
resulting from unauthorized transactions on our Web site when procedures
designed for engaging in such transactions are followed.

Systematic Withdrawal Plan
This plan may be used for periodic withdrawals (at least $50 by check or ACH)
from your account. To take advantage of this feature:
* you must have at least $50,000 in your account
* determine the schedule: monthly, quarterly, semi-annually, or annually
* call 800 992-8151 to add a systematic withdrawal plan to your account

Retirement Plans
Alleghany Funds offers a range of retirement plans, including Traditional and
Roth IRAs, SIMPLE IRAs, SEP IRAs, 401(k) plans, money purchase pension and
profit-sharing plans. Using these plans, you can invest in any Alleghany Fund
with a low minimum investment of $500. For IRA accounts, you may be charged an
annual maintenance fee of $15 for each IRA you own. This fee is paid through an
automatic sale of shares from your account unless otherwise instructed.
Shareholders with a cumulative balance of $50,000 or more will have their IRA
fee waived. To find out more, call Alleghany Funds at 800 992-8151.

Distribution Plan 12b-1 Fees
To pay for the cost of promoting the Funds and servicing your shareholder
account, the Funds, except for the Alleghany/Chicago Trust Money Market Fund,
have adopted a Rule 12b-1 distribution plan. Under this plan, an annual fee of
not more than 0.25% is paid out of each Fund's average daily net assets to
reimburse the distributor for certain expenses associated with the distribution
of fund shares. Over time, these fees may increase the cost of your investment
and may cost more than paying other types of sales charges.

Portfolio Transactions and Brokerage Commissions
Alleghany Funds attempts to obtain the best possible price and most favorable
execution of transactions in its portfolio securities. Under policies
established by the Board of Trustees, there may be times when Alleghany Funds
may pay one broker-dealer a commission that is greater than the amount that
another broker-dealer may charge for the same transaction. The Advisers
generally determine in good faith if the commission paid was reasonable in
relation to the brokerage or research services provided by the broker-dealer. In
selecting and monitoring broker-dealers and negotiating commissions, Alleghany
Funds considers a broker-dealer's reliability, the quality of its execution
services and its financial condition. In executing portfolio transactions,
preference may be given to brokers who have sold shares of the Funds.

Dividends, Distributions and Taxes

Certain tax considerations may apply to your investment in Alleghany Funds. If
you have any tax-related questions relating to your own investments, please
consult your tax adviser. Further information regarding the tax consequences of
investing in the Funds is included in the Statement of Additional Information.

* The Funds pay dividends and distribute capital gains at different intervals. A
dividend is a payment of net investment income to investors who hold shares in a
mutual fund. A distribution is the payment of income and/or capital gain from a
mutual fund's earnings. All dividends and distributions are automatically
reinvested at NAV unless you choose to receive them in a cash payment. You can
change your payment options at any time by writing to us.

* The tax treatment of dividends and distributions is the same whether you
reinvest the distributions or elect to receive them in cash. You will receive a
statement with the tax status of your dividends and distributions for the prior
year by January 31.

*Distributions of any net investment income are taxable to you as ordinary
income.

* Distributions of net long-term capital gain (net long-term capital gain less
any net short-term capital loss) are taxable as long-term capital gain
regardless of how long you may have held shares of a fund. In contrast,
distributions of net short-term capital gain (net short-term capital gain less
any long-term capital loss) are taxable as ordinary income, regardless of how
long you may have held shares of a fund.

* When you sell or exchange shares in a non-retirement account, it is considered
a current year taxable event for you. Depending on the purchase price and the
sale price of the shares you sell or exchange, you may have a gain or a loss on
the transaction. You are responsible for any tax liabilities generated by your
transactions.

* Each Fund is obligated by law to withhold 31% of Fund distributions if you
do not provide complete and correct taxpayer identification information.

Financial Highlights

These financial highlights tables are to help you understand the Funds'
financial performance. The following schedules present financial highlights for
one share of the Funds outstanding throughout the periods indicated. The total
returns in the tables represent the rate that an investor would have earned or
lost on an investment in a Fund (assuming reinvestment of all dividends and
distributions). For all funds for the fiscal year ended October 31, 1999 (for
Alleghany/Blairlogie International Developed Fund and Alleghany/Blairlogie
Emerging Markets Fund, the period May 1, 1999 through October 31, 1999), this
information has been audited by KPMG LLP, whose report, along with the Funds'
financial statements, is included in the Statement of Additional Information
(SAI), which is available upon request. For Alleghany/Blairlogie International
Developed Fund and Alleghany/Blairlogie Emerging Markets Fund, information prior
to May 1, 1999 has been audited by PricewaterhouseCoopers LLP.

Alleghany/Montag & Caldwell Growth Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Year Ended Year Ended Year Ended Year Ended Period
10/31/99 10/31/98 10/31/97 10/31/96 Ended
10/31/95*
------------ ----------- ---------- ----------- ----------

Net Asset Value, Beginning of Period $26.49 $22.68 $17.08 $13.16 $10.00
Income from Investment Operations
Net investment income (loss) (0.05) (0.05) 0.00 0.02
Net realized and unrealized gain on investments 4.07 5.79 3.93 3.16
Total from investment operations 4.02 5.74 3.93 3.18
Less Distributions
Distributions from and in excess of net - - (0.01) (0.02)
investment
income
Distributions from net realized gain on (0.21) (0.14) 0.00 0.00
investments
Total distributions (0.21) (0.14) (0.01) (0.02)
Net increase in net asset value 3.81 5.60 3.92 3.16
Net Asset Value, End of Period $26.49 $ 22.68 $ 17.08 $ 13.16

Total Return 17.90% 33.82% 29.91% 31.87%

Ratios/Supplemental Data
Net Assets, End of Period (in 000's) $1,004,356 $479,557 $166,243 $40,355
Ratio of expenses to average net assets:
Before reimbursement of expenses by Adviser (1) 1.12% 1.24% 1.32% 1.87%
After reimbursement of expenses by Adviser (1) 1.12% 1.23% 1.28% 1.30%
Ratio of net investment income to average net assets:
Before reimbursement of expenses by Adviser (1) (0.22)% (0.38)% (0.10)% (0.36)%
After reimbursement of expenses by Adviser (1) (0.22)% (0.37)% (0.06)% 0.20%
Portfolio Turnover (1) 29.81% 18.65% 26.36% 34.46%
</TABLE>

* Alleghany/Montag & Caldwell Growth Fund Class N Shares began operations on
November 2, 1994. (1) Annualized

Alleghany/Chicago Trust Growth & Income Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>

Year Ended Year Ended Year Ended Year Ended Year Ended
10/31/99 10/31/98 10/31/97 10/31/96 10/31/95
--------------- -------------- ------------- --------------- -------------

Net Asset Value, Beginning of Period $23.06 $19.73 $16.17 $12.90 $10.11
Income from Investment Operations
(0.02) 0.08 0.11 0.09
Net realized and unrealized gain on investments 4.73 3.91 3.34 2.79
Total from investment operations 4.71 3.99 3.45 2.88
Less Distributions
Distributions from and in excess of net (0.01) (0.09) (0.11) (0.09)
investment income
Distributions from net realized gain on (1.37) (0.34) (0.07) 0.00
investments
Total distributions (1.38) (0.43) (0.18) (0.09)
Net increase in net asset value 3.33 3.56 3.27 2.79
Net Asset Value, End of Period $23.06 $ 19.73 $ 16.17 $ 12.90

Total Return 25.43% 25.16% 26.98% 28.66%

Ratios/Supplemental Data
Net Assets, End of Period (in 000's) $367,666 $274,608 $205,133 $172,296
Ratio of expenses to average net assets:
Before reimbursement of expenses by Adviser (1) 1.08% 1.12% 1.15% 1.50%
After reimbursement of expenses by Adviser (1) 1.08% 1.07% (2) 1.00% 1.09% (3)
Ratio of net investment income to average net assets:
Before reimbursement of expenses by Adviser (1) (0.11)% 0.36% 0.62% 0.33%
After reimbursement of expenses by Adviser (1) (0.11)% 0.41% 0.77% 0.74%
Portfolio Turnover (1) 34.21% 30.58% 25.48% 9.00%
</TABLE>

(1) Annualized
(2) The Adviser's reimbursement level, which affects the net expense ratio,
changed from 1.00% to 1.10% on February 28, 1997. (3) The Adviser's
reimbursement level, which affects the net expense ratio, changed from 1.20% to
1.00% on September 21, 1995.

Alleghany/Chicago Trust Small Cap Value Fund
Period Ended
10/31/99*
------------------

Net Asset Value, Beginning of Period $13.16
Income from Investment Operations
Net investment income
Net realized and unrealized gain (loss) on investments
Total from investment operations
Less Distributions
Distributions from and in excess of net
investment income
Distributions from net realized gain on investments
Total distributions
Net increase (decrease) in net asset value
Net Asset Value, End of Period

Total Return

Ratios/Supplemental Data
Net Assets, End of Period (in 000's)
Ratio of expenses to average net assets:
Before reimbursement of expenses by Adviser (1)
After reimbursement of expenses by Adviser (1)
Ratio of net investment income to average net assets:
Before reimbursement of expenses by Adviser (1)
After reimbursement of expenses by Adviser (1)
Portfolio Turnover (1)

* The Fund commenced operations on November 10, 1998.
(1) Annualized

Alleghany/Veredus Aggressive Growth Fund
<TABLE>
<CAPTION>
<S> <C> <C>

Year Ended Period Ended 10/31/98*
10/31/99
------------------- ------------------------

Net Asset Value, Beginning of Period $ $
Income from Investment Operations
Net investment income
Net realized and unrealized gain (loss) on
investments
Total from investment operations
Less Distributions
Distributions from and in excess of net investment
income
Distributions from net realized gain on investments
Total distributions
Net increase (decrease) in net asset value
Net Asset Value, End of Period

Total Return

* Alleghany/Veredus Aggressive Growth Fund commenced operations on July 1, 1998.
(1) Annualized

Alleghany/Blairlogie International Developed Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>

For the For the
Period Period Year Year Year Year
5/1/99 - 1/1/99 - Ended Ended Ended Ended
10/31/99 4/30/99* 12/31/98 12/31/97 12/31/96 12/31/95

NetAsset Value, Beginning of Period
Income from Investment Operations
Net investment income
Net realized and unrealized gain (loss) on
investments
Total from investment operations
Less Distributions
Distributions from and in excess
of net investment income
Net increase (decrease) in net asset value
Net Asset Value, End of Period

Total Return

* Blairlogie Capital Management became an indirect subsidiary of Alleghany
Corporation on ____________, 1999.
(1) Annualized

Alleghany/Blairlogie Emerging Markets Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>

For the For the
Period Period Year Year Year Year
5/1/99 - 1/1/99 - Ended Ended Ended Ended
10/31/99 4/30/99* 12/31/98 12/31/97 12/31/96 12/31/95
----------- ----------- ---------- ----------- ---------- ---------

Net Asset Value, Beginning of Period
Income from Investment Operations
Net investment income
Net realized and unrealized gain (loss) on
investments
Total from investment operations
Less Distributions
Distributions from and in excess of net
investment income
Net increase (decrease) in net asset value
Net Asset Value, End of Period

Total Return

* Blairlogie Capital Management became an indirect subsidiary of Alleghany
Corporation on ____________, 1999.
(1) Annualized

Alleghany/Montag & Caldwell Balanced Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>

Year Ended Year Ended Year Ended Year Ended Period Ended
10/31/99 10/31/98 10/31/97 10/31/96 10/31/95*
-------------- -------------- ------------- --------------- --------------

Net Asset Value, Beginning of Period $17.60 $16.01 $ 14.29 $ 12.12 $ 10.00
Income from Investment Operations
Net investment income 0.27 0.25 0.27 0.26
Net realized and unrealized gain on investments 1.97 2.93 2.17 2.09
Total from investment operations 2.24 3.18 2.44 2.35
Less Distributions
Distributions from and in excess of net (0.27) (0.25) (0.27) (0.23)
investment
income
Distributions from net realized gain on (0.38) (1.21) 0.00 0.00
investments
Total distributions (0.65) (1.46) (0.27) (0.23)
Net increase in net asset value 1.59 1.72 2.17 2.12
Net Asset Value, End of Period $17.60 $ 16.01 $ 14.29 $ 12.12

Total Return 14.46% 24.26% 20.37% 23.75%

Ratios/Supplemental Data
Net Assets, End of Period (in 000's) $158,398 $ 82,719 $ 31,473 $ 21,908
Ratio of expenses to average net assets:
Before reimbursement of expenses by Adviser (1) 1.18% 1.33% 1.58% 2.50%
After reimbursement of expenses by Adviser (1) 1.18% 1.25% 1.25% 1.25%
Ratio of net investment income to average net assets:
Before reimbursement of expenses by Adviser (1) 1.67% 1.70% 1.83% 1.38%
After reimbursement of expenses by Adviser (1) 1.67% 1.78% 2.16% 2.63%
Portfolio Turnover (1) 59.02% 28.13% 43.58% 27.33%
</TABLE>

* Alleghany/Montag & Caldwell Balanced Fund began operations on November 2,
1994. (1) Annualized

Alleghany/Chicago Trust Balanced Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>

Year Ended Year Ended Year Ended Year Ended Period Ended
10/31/99 10/31/98 10/31/97 10/31/96 10/31/95*
----------- ------------ ------------ ----------- --------------

Net Asset Value, Beginning of Period $2.03 $11.06 $ 9.60 $ 8.43 $ 8.34
Income from Investment Operations
Net investment income 0.27 0.28 0.27 0.03
Net realized and unrealized gain on investments 1.65 1.60 1.16 0.06
Total from investment operations 1.92 1.88 1.43 0.09
Less Distributions
Distributions from and in excess of net (0.27) (0.28) (0.26) 0.00
investment
income
Distributions from net realized gain on (0.68) (0.14) 0.00 0.00
investments
Total distributions (0.95) (0.42) (0.26) 0.00
Net increase in net asset value 0.97 1.46 1.17 .009
Net Asset Value, End of Period $12.03 $ 11.06 $ 9.60 $ 8.43

Total Return 18.50% 20.10% 17.21% 1.08%

Ratios/Supplemental Data
Net Assets, End of Period (in 000's) $219,362 $ 187,993 $156,703 $152,820
Ratio of expenses to average net assets:
Before reimbursement of expenses by Adviser (1) 1.08% 1.13% 1.17% 1.19%
After reimbursement of expenses by Adviser (1) 1.08% 1.07% (2) 1.00% 1.00%
Ratio of net investment income to average net assets:
Before reimbursement of expenses by Adviser (1) 2.30% 2.70% 2.79% 2.56%
After reimbursement of expenses by Adviser (1) 2.30% 2.76% 2.96% 2.73%
Portfolio Turnover (1) 40.28% 34.69% 34.29% 0.72%
</TABLE>

* Alleghany/Chicago Trust Balanced Fund began operations on September 21, 1995.
(1) Annualized
(2) The Adviser's reimbursement level, which affects the net expense ratio,
changed from 1.00% to 1.10% on February 28, 1997.

Alleghany/Chicago Trust Bond Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>

Year Ended Year Ended Year Ended Year Ended Year Ended
10/31/99 10/31/98 10/31/97 10/31/96 10/31/95
---------- -------------- ------------- --------------- ---------------

Net Asset Value, Beginning of Period $10.27 $10.13 $ 9.89 $ 9.94 $ 9.21
Income from Investment Operations
Net investment income 0.60 0.61 0.60 0.60
Net realized and unrealized gain (loss) on 0.15 0.23 (0.05) 0.73
investments
Total from investment operations 0.75 0.84 0.55 1.33
Less Distributions
Distributions from and in excess of net (0.61) (0.60) (0.60) (0.60)
investment income
Net increase (decrease) in net asset value 0.14 0.24 (0.05) 0.73
Net Asset Value, End of Period $10.27 $ 10.13 $ 9.89 $ 9.94

Total Return 7.66% 8.84% 5.76% 14.89%

Ratios/Supplemental Data
Net Assets, End of Period (in 000's) $160,561 $120,532 $72,211 $70,490
Ratio of expenses to average net assets:
Before reimbursement of expenses by Adviser (1) 0.96% 1.02% 1.10% 1.54%
After reimbursement of expenses by Adviser (1) 0.80% 0.80% 0.80% 0.80%
Ratio of net investment income to average net assets:
Before reimbursement of expenses by Adviser (1) 5.79% 6.02% 5.89% 5.78%
After reimbursement of expenses by Adviser (1) 5.95% 6.24% 6.19% 6.52%
Portfolio Turnover (1) 45.29% 17.76% 41.75% 68.24%

(1) Annualized

</TABLE>

Alleghany/Chicago Trust Money Market Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>

Year Ended Year Ended Year Ended Year Ended Year Ended
10/31/99 10/31/98 10/31/97 10/31/96 10/31/95
--------------- -------------- ------------- --------------- -------------

Net Asset Value, Beginning of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from Investment Operations
Net investment income 0.05 0.05 0.05 0.05
Less distributions from net investment income (0.05) (0.05) (0.05) (0.05)
Net Asset Value, End of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total Return 5.24% 5.15% 5.14% 5.56%

Ratios/Supplemental Data
Net Assets, End of Period (in 000's) $281,389 $238,551 $226,536 $206,075
Ratio of expenses to average net assets:
Before reimbursement of expenses by Adviser (1) 0.52% 0.56% 0.59% 0.63%
After reimbursement of expenses by Adviser (1) 0.51% (2) 0.50% 0.50% 0.43% (3)
Ratio of net investment income to average net
assets
Before reimbursement of expenses by Adviser (1) 5.13% 5.00% 4.93% 5.24%
After reimbursement of expenses by Adviser (1) 5.14% 5.06% 5.02% 5.44%
</TABLE>

(1) Annualized
(2) Effective February 27, 1998, the Adviser is no longer waiving fees or
reimbursing expenses.
(3) The Adviser's expense reimbursement level, which affects the net expense
ratio, changed from 0.40% to 0.50% on July 12, 1995.

(Back Cover)

General Information

If you wish to know more about Alleghany Funds, you will find additional
information in the following documents.

Shareholder Reports
You will receive Semi-Annual Reports dated April 30 and Annual Reports, audited
by independent accountants, dated October 31. The annual report contains a
discussion of the market conditions and investment strategies that significantly
affected each Fund's performance during its last fiscal year.

Statement of Additional Information (SAI)
The SAI, which is incorporated into this prospectus by reference and dated
February __, 2000, is available to you without charge. It contains more detailed
information about the Funds.

How to Obtain Reports

Contacting Alleghany Funds
You can get free copies of the reports and SAI, request other
information and discuss your questions about the Funds by contacting:

Address: Alleghany Funds
P.O. Box 5164
Westborough, MA 01581

Phone: 800 992-8151

Web site: www.AlleghanyFunds.com

Obtaining Information from the SEC
You can visit the SEC's website at http://www.sec.gov to view the SAI
and other information. You can also view and copy information about the
Funds at the SEC's Public Reference Room in Washington, D.C. Also, you
can obtain copies of this information by sending your request and
duplication fee to the SEC's Public Reference Room, Washington D.C.
20549-6009. To find out more about the Public Reference Room, you can
call the SEC at 1-800-SEC-0330.

Investment Company Act File Number: 811-8004

ALLEGHANY FUNDS

Montag & Caldwell Growth Fund
Alleghany/Blairlogie International Developed Fund
Alleghany/Blairlogie Emerging Markets Fund
Montag & Caldwell Balanced Fund
Alleghany/Chicago Trust Bond Fund

Prospectus

Class I Shares

February __, 2000

Table of Contents

[SIDEBAR: Thank you for your interest in Alleghany Funds. Alleghany Funds offer
investors a variety of investment opportunities. This prospectus pertains only
to Class I shares of Montag & Caldwell Growth Fund, Alleghany/Blairlogie
International Developed Fund, Alleghany/Blairlogie Emerging Markets Fund, Montag
& Caldwell Balanced Fund and Alleghany/Chicago Trust Bond Fund, members of the
Alleghany Funds Family.]

[SIDEBAR: For a list of terms with definitions that you may find helpful as you
read this prospectus, please refer to the "Investment Terms" section.]

Fund Categories
Fund Summaries
Investment Objectives, Principal Investment Strategies and Risks
Equity Funds
Montag & Caldwell Growth Fund
Alleghany/Blairlogie International Developed Fund
Alleghany/Blairlogie Emerging Markets Fund
Balanced Funds
Alleghany/Montag & Caldwell Balanced Fund
Fixed Income Funds
Alleghany/Chicago Trust Bond Fund
Expense Information
Investment Terms
More About Alleghany Funds
Other Investment Strategies
Additional Risks
Risk Summary
Management of the Funds
The Chicago Trust Company
Montag & Caldwell, Inc.
Blairlogie Capital Management
Shareholder Information
Opening an Account - Buying Shares
Exchanging Shares
Selling/Redeeming Shares
Transaction Policies
Account Policies and Dividends
Automatic Investment Plan
Alleghany Funds Web Site
Portfolio Transactions and Brokerage Commissions
Dividends, Distributions and Taxes
Financial Highlights
General Information

Mutual fund shares are not bank deposits and are not guaranteed, endorsed or
insured by any financial institution, government entity or the Federal Deposit
Insurance Corporation (FDIC).

Fund Categories

Alleghany Funds is a no-load, open-end management investment company which
consists of ten separate diversified investment portfolios, including equity,
balanced, fixed income and [money market] funds.

Equity Funds

Equity funds invest principally in stocks and other equity securities. Equity
funds have greater growth potential than many other funds, but they also have
greater risk.

Who May Want to Invest in Equity Funds
Equity funds may be appropriate if you:
* have a long-term investment goal (five years or more)
* can accept higher short-term risk in return for higher long-term return
potential
* want to diversify your investments

Equity funds may not be appropriate if you want:
* a stable share price
* a short-term investment
* regular income

Balanced Funds

Who May Want to Invest in Balanced Funds
Balanced funds may be appropriate if you want:
* capital appreciation and current income
* balanced diversified investment

Fixed Income Funds

Fixed income funds invest in corporate and government bonds and other fixed
income securities. These funds provide regular income; municipal bond funds
provide federally tax-exempt income. The obligations are generally secured by
the assets of the issuer.

Who May Want to Invest in Fixed Income Funds
Fixed income funds may be appropriate if you want:
* regular income
* less volatility than equity funds
* portfolio diversification

Fixed income funds may not be appropriate if you want:
* capital appreciation

Equity Funds

Montag & Caldwell Growth Fund

Investment Objective

The Fund seeks long-term capital appreciation and, secondarily, current income,
by investing primarily in common stocks and convertible securities.

Principal Investment Strategies

The Fund invests primarily in common stocks and convertible securities. The
portfolio manager uses a bottom-up approach to stock selection and seeks high
quality, well-established large-cap companies that have:
* a strong history of earnings growth
* are attractively priced, relative to the company's potential for above
average long-term earnings and revenue growth
* strong balance sheets
* a sustainable competitive advantage
* the potential to become (or currently are) industry leaders
* the potential to outperform during market downturns

Principal Risks of Investing in this Fund

Manager risk: If a fund manager makes errors in security selection, a fund may
underperform the stock market or its peers. Also, a fund could fail to meet its
investment objective.

See page ___ for a chart that compares the risks of investing in this Fund with
other Alleghany Funds.

Fund Performance

Calendar Year Total Return

1997 1998 1999

32.17% 32.26%

Best quarter: 27.08% (12/98) Worst quarter: (14.24)% (9/98)

The following table indicates how the Fund's average annual returns for
different calendar periods compared to the returns of the S&P 500 and the Lipper
Large-Cap Growth Index.

Average Annual Total Return
(For the periods ended December 31, 1998)

1 year Since Inception 1
Montag & Caldwell Growth Fund
S&P 500 Index
Lipper Large-Cap Growth Index 2

1 Fund's Inception: June 28, 1996
2 As of closest available date (6/27/96)

Alleghany/Blairlogie International Developed Fund

Investment Objective

The Fund seeks long-term growth of capital.

Principal Investment Strategies

The portfolio may include securities that ultimately comprise the MSCI EAFE
Index, but it is not limited to those securities or their weightings in the
Index.

If practicable, the portfolio manager also considers the company's environmental
business practices based on the availability of such information.

Principal Risks of Investing in this Fund

Manager risk: If a fund manager makes errors in security selection, a fund may
underperform the stock market or its peers. Also, a fund could fail to meet its
investment objective.

Foreign securities risk: Investing in the securities of foreign issuers involves
special risks and considerations not typically associated with investing in U.S.
companies. The securities of foreign companies may be less liquid and may
fluctuate more widely than those traded in U.S. markets. Foreign companies and
markets may also have less governmental supervision. There may be difficulty in
enforcing contractual obligations and little public information about the
companies. Trades typically take more time to settle and clear, and the cost of
buying and selling foreign securities is generally higher than U.S. traded
securities. Specific risks may include:

Political/economic risk: Changes in economic, tax or foreign investment
policies, or other political, governmental or economic actions can adversely
affect the value of the securities in a fund.

See page ___ for a chart that compares the risks of investing in this Fund with
other Alleghany Funds.

Fund Performance

Calendar Year Total Return*

1994 1995 1996 1997 1998 1999

7.05% 17.13% 5.83% 1.92% 23.92% %

* For 1994-1998, the performance figures reflected are those of a predecessor
fund, PIMCO International Developed Fund.

Best quarter: 18.96% (3/98) Worst quarter: (15.85)% (9/98)

The following table indicates how the Fund's average annual returns for
different calendar periods compared to the returns of the MSCI EAFE Index.

Average Annual Total Return
(For the periods ended December 31, 1999)

1 year 5 years Since Inception 1

Alleghany/Blairlogie
International Developed Fund
MSCI EAFE Index
Lipper International Fund Index

1 Fund's inception: June 8, 1993

Alleghany/Blairlogie Emerging Markets Fund

Investment Objective

The Fund seeks long-term growth of capital.

Principal Investment Strategies

The Fund invests primarily but not exclusively in some or all of the following
emerging market countries:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>

If practicable, the portfolio manager also considers the company's environmental
business practices based on the availability of such information.

Principal Risks of Investing in this Fund

Manager risk: If a fund manager makes errors in security selection, a fund
may underperform the stock market or its peers. Also, a fund could fail to
meet its investment objective.

Investing in the securities of foreign issuers, and particularly emerging market
issuers, involves special risks and considerations not typically associated with
investing in U.S. companies. Investing in countries that are considered emerging
markets poses additional risks.

Foreign securities risk: The securities of foreign companies may be less liquid
and may fluctuate more widely than those traded in U.S. markets. Foreign
companies and markets may also have less governmental supervision. There may be
difficulty in enforcing contractual obligations and little public information
about the companies. Trades typically take more time to settle and clear, and
the cost of buying and selling foreign securities is generally higher than U.S.
traded securities. Specific risks may include:

See page ___ for a chart that compares the risks of investing in this Fund with
other Alleghany Funds.

Fund Performance

Calendar Year Total Return*

1994 1995 1996 1997 1998 1999

(7.78)% (12.54)% 4.82% (2.01)% (27.39)% %

* For 1994-1998, the performance figures reflected are those of a predecessor
fund, PIMCO Emerging Markets Fund.

Best quarter: 33.62% (12/93) Worst quarter: (25.25)% (9/98)

Average Annual Total Return
(For the periods ended December 31, 1999)

1 year 5 years Since Inception 1

Alleghany/Blairlogie
Emerging Markets Fund
MSCI Emerging Markets Free Index
Lipper Emerging Markets Fund Index

1 Fund's inception: June 1, 1993

Balanced Fund

Montag & Caldwell Balanced Fund

Investment Objective

The Fund seeks long-term total return.

Principal Investment Strategies

The Fund invests primarily in a combination of equity, fixed income, and
short-term securities.

Generally, between 50% and 70% of the Fund's total assets will be invested in
equity securities, and at least 25% will be invested in fixed income securities
to provide a stable flow of income. The portfolio allocation will vary based
upon the portfolio manager's assessment of the return potential of each asset
class. For equity investments, the portfolio manager uses a bottom-up approach
to stock selection, focusing on high quality, well-established companies that
have:
* a strong history of earnings growth
* attractive prices relative to the company's potential for above average
long-term earnings and revenue growth
* strong balance sheets
* a sustainable competitive advantage
* the potential to become (or currently are) industry leaders
* the potential to outperform the market during downturns

Principal Risks of Investing in this Fund

Manager risk: If a fund manager makes errors in security selection, a fund
may underperform the stock or bond market or its peers. Also, a fund could
fail to meet its investment objective.

Credit risk: Credit risk (also called default risk) is the risk that the
issuer of a security will not be able to make principal and interest
payments on a bond issue.

Fund Performance

Calendar Year Total Return

1999

Best quarter: 4.49% (3/99) Worst quarter: (2.99)% (9/99)

Average Annual Total Return
(For the periods ended December 31, 1999)

1 year Since Inception 1

Montag & Caldwell Balanced Fund
40% Lehman Brothers Government Corporate
Index/60% S&P 500 Index
Lipper Balanced Fund Index

1 Fund's Inception: December 31, 1998

Fixed Income Fund

Alleghany/Chicago Trust Bond Fund

Investment Objective

The Fund seeks high current income consistent with prudent risk of capital.

Principal Investment Strategies

Principal Risks of Investing in this Fund

Credit risk: Credit risk (also called default risk) is the risk that the issuer
of a security will not be able to make principal and interest payments on a bond
issue.

Manager risk: If a fund manager makes errors in security selection, a fund
may underperform the bond market or its peers. Also, a fund could fail to
meet its investment objective.

See page ___ for a chart that compares the risks of investing in this Fund with
other Alleghany Funds.

Fund Performance

Class I of the Fund will commence operations on or about [ ] and does not
have any performance history. Performance information will be included in
the Fund's next annual or semi-annual report.

Expense Information

As an investor in the Funds, you pay certain indirect fees and expenses, which
are described in the table below.

Shareholder Fees
As a benefit of investing with Alleghany Funds, you do not incur any sales
loads, redemption fees or exchange fees.

Fund (2) Management Other Total Fee Net
Fees Expenses Expenses Waivers Expense
Ratio (1) Ratio (1)
- ------------------------------------------------- ------------- -------------- ----------- ---------- ----------
Montag & Caldwell Growth Fund 0.73% 0.12% 0.85%
Alleghany/Blairlogie International
Developed Fund
Alleghany/Blairlogie Emerging Markets Fund
Montag & caldwell Balanced Fund 0.75 0.20 0.95
Alleghany/Chicago Trust Bond Fund

(2) Montag & Caldwell Growth Fund, Alleghany/Blairlogie International Developed
Fund, Alleghany/Blairlogie Emerging Markets Fund, Montag & Caldwell Balanced
Fund and Alleghany/Chicago Trust Bond Fund each offer two classes of shares that
invest in the same portfolio of securities. Shareholders of Class I are not
subject to a 12b-1 distribution plan; 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 Class I shares, which are offered in
this prospectus. Class N shares are offered in a separate prospectus.

</TABLE>

Example
This hypothetical example shows the operating expenses you would incur as a
shareholder if you invested $10,000 in a Fund over the time periods shown,
assuming you reinvested all dividends and distributions and that the average
annual return was 5%. The example assumes that operating expenses remained the
same and includes only contractual fee waivers and reimbursements. The example
is for comparison purposes only and does not represent a Fund's actual or future
expenses and returns.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Fund 1 year 3 years 5 years 10 years

Montag & Caldwell Growth Fund
Alleghany/Blairlogie International Developed
Fund
Alleghany/Blairlogie Emerging Markets Fund
Montag & Caldwell Balanced Fund
Alleghany/Chicago Trust Bond Fund n/a n/a
</TABLE>

Investment Terms

The following is a list of terms with definitions that you may find helpful as
you read this prospectus.

Asset-backed securities. Securities that represent a participation in, or are
secured by and payable from, payments generated by credit cards, motor vehicle
or trade receivables and the like.

Bottom-up investing. An investing approach in which securities are researched
and chosen individually with less consideration given to economic or market
cycles.

Corporate bonds. Fixed income securities issued by corporations.

Debentures. Bonds or promissory notes that are secured by the general
credit of the issuer, but not secured by specific assets of the issuer.

Developed Markets. Countries that are considered to have a high level of
overall economic and securities market development as well as stable
financial and political policies. Developed countries generally include the
United States, Japan and Western Europe.

Diversification. The practice of investing in a broad range of securities
to reduce risk.

Duration. A calculation of the average life of a bond (or portfolio of bonds)
that is a useful measure of a bond's price sensitivity to interest changes. The
higher the duration number, the greater the risk and reward potential of the
bond.

Equity securities. Equity securities include common stocks and preferred stocks
and other securities convertible into common stock.

Expense ratio. A fund's cost of doing business, expressed as a percentage of its
assets and disclosed in a prospectus.

Investment objective. The goal that an investor and a mutual fund seek together.
Examples include current income, long-term capital growth, etc.

Issuer. The company, municipality or government agency that issues a
security, such as a stock, bond or money market security.

Large-cap stocks. Stocks that are issued by large companies. Alleghany Funds
defines a large-cap company as one with a market capitalization of $5 billion or
more. Typically, large-cap companies are established, well-known companies; some
may be multinationals.

Lehman Brothers Government Corporate Index. An unmanaged index that
includes U.S. Government and investment-grade corporate securities with at
least one year to maturity.

Management fee. The amount that a mutual fund pays to the investment adviser for
its services.

Money market securities. Short-term fixed income securities of federal and local
governments, banks and corporations.

MSCI Emerging Markets Free Index. A market-capitalization weighted index
composed of 26 of the world's developing markets.

No-load fund. A mutual fund whose shares are sold without a sales charge
and without a 12b-1 fee of more than 0.25% per year.

Risk/reward trade-off. The principle that an investment must offer higher
potential returns as compensation for the likelihood of increased volatility.

Standard & Poor's (S&P) 500 Index. An unmanaged index of 500 widely traded
industrial, transportation, financial and public utility stocks.

U.S. Government securities. Fixed income obligations of the U.S. Government
and its various agencies. U.S. Government securities issued by the Treasury
(bills, notes and bonds) are backed by the full faith and credit of the
federal government. Some government securities not issued by the U.S.
Treasury also carry the government's full faith and credit backing on
principal or interest payments. Some securities are backed by the issuer's
right to borrow from the U.S. Treasury and some are backed only by the
credit of the issuing organization. All government securities are
considered highly creditworthy.

More About Alleghany Funds

Other Investment Strategies

In addition to the primary investment strategies described in our Fund
summaries, there may be times when the Funds use secondary investment strategies
in seeking to achieve investment objectives. These strategies may involve
additional risks and apply to each Fund unless otherwise indicated.

Derivatives
Up to 20% of a Fund's assets can be invested in derivatives. Derivatives are
used to enhance investment return or limit risk in a portfolio and have a return
tied to a formula based upon an interest rate, index, price of a security, or
other measurement. Derivatives include options, futures, forward contracts and
related products.

Fixed Income Securities
Montag & Caldwell Growth Fund may invest in fixed income securities to
offset the volatility of the stock market. Fixed income securities provide
a stable flow of income for a fund.

Rule 144A Securities
Rule 144A securities are restricted securities that can be sold to qualified
institutional buyers under the 1933 Act. Investing in Rule 144A securities may
increase the illiquidity of a Fund's investments in the event that an adequate
trading market does not exist for these securities.

Additional Risks

Risk Summary

The following chart compares the principal risks of investing in each of the
Funds.

Alleghany/ Alleghany/
Montag & Blairlogie Blairlogie Montag & Caldwell Alleghany/
Caldwell International Emerging Balanced Fund Chicago Trust
Growth Fund Developed Fund Markets Fund Bond Fund
- --------------------- ---------------- -------------------- ----------------- ------------------- -----------------
Below Investment X
Grade Securities
- --------------------- ---------------- -------------------- ----------------- ------------------- -----------------
Credit X X
- --------------------- ---------------- -------------------- ----------------- ------------------- -----------------
Emerging Markets X
- --------------------- ---------------- -------------------- ----------------- ------------------- -----------------
Foreign Securities X X
- --------------------- ---------------- -------------------- ----------------- ------------------- -----------------
Growth Stock X X
- --------------------- ---------------- -------------------- ----------------- ------------------- -----------------
Interest Rate X X
- --------------------- ---------------- -------------------- ----------------- ------------------- -----------------
Issuer X X
- --------------------- ---------------- -------------------- ----------------- ------------------- -----------------
Liquidity X X X
- --------------------- ---------------- -------------------- ----------------- ------------------- -----------------
Manager X X X X X
- --------------------- ---------------- -------------------- ----------------- ------------------- -----------------
Market X X X X
- --------------------- ---------------- -------------------- ----------------- ------------------- -----------------
Prepayment X
- --------------------- ---------------- -------------------- ----------------- ------------------- -----------------
Value Stock X
- --------------------- ---------------- -------------------- ----------------- ------------------- -----------------
Volatility X X
- --------------------- ---------------- -------------------- ----------------- ------------------- -----------------
</TABLE>

More information about other investment strategies and additional risks
associated with investing in Alleghany Funds can also be found in the Statement
of Additional Information (SAI).

Management of the Funds

The Advisers
Each Fund has an Adviser that provides management services. The Adviser is
paid an annual management fee by the Fund for its services. The
accompanying information highlights each Fund, its lead portfolio manager(s) and
investment experience and the management fees paid by each Fund.

The Chicago Trust Company
The Chicago Trust Company is the Adviser to Alleghany/Chicago Trust Bond Fund.
As of December 31, 1999, Chicago Trust managed approximately $[ ] billion in
assets, consisting primarily of insurance, pension and profit sharing accounts,
as well as accounts of high net worth individuals and families. Chicago Trust is
an indirect, wholly-owned subsidiary of Alleghany Corporation.

Investment management teams make the investment decisions for each Fund. Thomas
J. Marthaler has been Portfolio Manager for Alleghany/ Chicago Trust Bond Fund
since its inception in 1993; and Vice President, and has been associated with
Chicago Trust and its affiliates since 1981. He has managed fixed income
investment portfolios since 1984. Mr. Marthaler has a BA from the University of
St. Thomas and an MBA from Loyola University. He is a Chartered Financial
Analyst.

For providing investment advisory services, the Funds have agreed to pay Chicago
Trust an annual fee of 0.55%, payable monthly, based on the average daily net
assets of the Fund.

Montag & Caldwell, Inc. Montag & Caldwell, Inc. is the Adviser to Montag &
Caldwell Growth Fund and Montag & Caldwell Balanced Fund. The firm was founded
in 1945 and is an indirect wholly-owned subsidiary of Alleghany Corporation. As
of December 31, 1999, Montag & Caldwell managed approximately $[ ] billion in
assets.

An investment management team makes the investment decisions for each Fund.
Ronald E. Canakaris leads the investment management team that manages each Fund.
He has been Portfolio Manager of the Fund since its inception in 1994, and is
President and Chief Investment Officer of Montag & Caldwell. He has been with
the firm since 1972 and is responsible for developing the firm's investment
process. He has a BS and BA from the University of Florida. Mr. Canakaris is a
Chartered Investment Counselor and a Chartered Financial Analyst.

For providing investment advisory services, the Funds have agreed to pay Montag
& Caldwell an annual fee, payable monthly, based on the average daily net assets
of each Fund. The following table shows the breakout of the fees.

Montag & Caldwell Growth Fund
First $800 million 0.80%
Over $800 million 0.60%

Montag & Caldwell Balanced Fund
On all assets 0.75%

Blairlogie Capital Management

Blairlogie Capital Management is the Adviser to Alleghany/Blairlogie
International Developed Fund and Alleghany/Blairlogie Emerging Markets Fund. The
firm was founded in 1992 and is currently an indirect subsidiary of the
Alleghany Corporation. As of December 31, 1999, Blairlogie managed approximately
[$_____] in assets, primarily for institutional clients.

An investment management team makes the investment decisions for each Fund.
James Smith leads the investment management team that manages each Fund. He has
been Portfolio Manager of the Funds since inception in 1993, is Chief
Investment Officer at Blairlogie. He has been with the firm since 1992 and is
responsible for setting investment policy and determining asset allocation; he
also manages the investment team. Mr. Smith holds a BSc in Economics from London
University. He is an Associate of the Institute of Investment Management and
Research and a Fellow of The Chartered Insurance Institute.

For providing investment advisory services, each Fund has agreed to pay
Blairlogie an annual fee of 0.85%, payable monthly, based on the average daily
net assets of each Fund.

Shareholder Information

Opening an Account

* Read this prospectus carefully.
* Determine how much you want to invest. The minimum initial investments for
Class I shares of each Fund are as follows:
* Montag & Caldwell Growth Fund: $5 million
* Alleghany/Blairlogie International Developed Fund: $1 million
* Alleghany/Blairlogie Emerging Markets Fund: $1 million
* Montag & Caldwell Balanced Fund: $1 million
* Alleghany/Chicago Trust Bond Fund: $2 million
* Balances can be aggregated to meet the minimum investment requirements for
the accounts of :
* clients of a financial consultant
* immediate family members (i.e., a person's spouse, parents, children,
siblings and in-laws)
* a corporation or other legal entity
* Initial minimum investment requirements may be waived:
* for Trustees and employees of The Chicago Trust Company, Montag & Caldwell,
Blairlogie Capital Management and their affiliated companies
* with a "letter of intent" - this letter would explain how the
investor/financial consultant would purchase shares over a Board-approved
specified period of time to meet the minimum investment requirement
* Complete the account application and carefully follow the instructions. If
you have any questions, please call 800 992-8151. Remember to complete the
"Purchase, Exchange and Redemption Authorization" section of the account
application to establish your account privileges. You can avoid the delay
and inconvenience of having to request these in writing at a later date.
* Make your initial investment using the following table as a guideline.

Buying Shares
<TABLE>
<CAPTION>
<S> <C> <C>
To open an account To add to an account ($50 minimum)
- -------------------------------------- ------------------------------------- --------------------------------------
By Mail * Complete and sign your * Complete the investment slip from one of your account
application. statements and send with your check to our address
Alleghany Funds at the left.
P.O. Box 5164 * Make your check payable to
Westborough, MA 01581 Alleghany Funds and mail to us at
the address at the left.
* We accept checks, bank drafts, money orders,
* We accept checks, bank drafts and wires and ACH for purchases (see "Other Features on.
money orders for purchases. Checks p. ___ ). Checks must be drawn on U.S. banks. There
must be drawn on U.S. banks to avoid is a $20 charge for returned checks.
any fees or delays in processing
your check. * Give the following wire/ACH information to your bank:
Boston Safe Deposit & Trust
ABA #01-10-01234
For : Alleghany Funds
A/C 140414
FBO "Alleghany Fund Number"
"Your Account Number"

- -------------------------------------- -------------------------------------- --------------------------------------
By Phone * Obtain a fund number and account * You should have already completed the "Purchase,
by calling Alleghany Funds at the number Exchange and Redemption Authorizations" section on
800 992-8151 at the left. your account application that permits telephone
instructions and establishes electronic funds
transfers. This allows Alleghany Funds to withdraw
the amount of purchase from your bank account. If
you ahvenot provided this information, please call
us at 800 992-8151.

* You should complete the "Bank Account
* Instruct your bank (who may charge Information" on your account application.
a fee) to wire or ACH the amount of
your investment. * When you are ready to add to your account, call
Alleghany Funds and tell the representative the fund
* Give the following wire/ACH name, account number, the name(s) in which the account
information to your bank: is registered and the purchase amount to be withdrawn
Boston Safe Deposit & Trust from your bank account for your additional investment.
ABA #01-10-01234
For: Alleghany Funds
A/C 140414
FBO "Alleghany Fund Number"
"Your Account Number"

* Return your completed and signed
application to:
Alleghany Funds
P.O. Box 5164
Westborough, MA 01581
- -------------------------------------- -------------------------------------- --------------------------------------
By Internet * Download the appropriate account * You should have already completed the "Purchase,
application(s) from our Web site. Exchange and Redemption Authorizations" section on
www.AlleghanyFunds.com your account application that establishes electronic
* Complete and sign the application(s). funds transfers. This allows Alleghany Funds to
Make your check payable to Alleghany withdraw the amount of purchase from your bank
Funds and mail to the address under account. If you have not provided this information,
"By Mail" above. please call us at 800 992-8151.

* Obtain a Personal Identification Number (PIN) from
Alleghany Funds for use on Alleghany Funds' Web site
if you have not already done so. To obtain a PIN,
please call us at 800 992-8151.

Exchanging Shares

You can exchange shares from one Alleghany Fund to another within the same class
of shares. All exchanges to open new fund accounts must meet the minimum initial
investment requirements. Exchanges may be made by mail or by phone at
800-922-8151 if you chose this option when you opened your account. For tax
purposes, each exchange is treated as a sale and a new purchase.

The Funds reserve the right to limit, impose charges upon, terminate or
otherwise modify the exchange privilege by sending written notice to
shareholders.

Selling/Redeeming Shares

Once you have opened an account with us, you can sell your shares to meet
your changing investment goals or other needs. The following table shows
guidelines for selling shares.
<TABLE>
<CAPTION>
<S> <C> <C>

* Mail to us at the address at the left.

* Proceeds may also be sent by wire or ACH (see "Other
Features" on p. ___ ).

* Obtain a Personal Identification Number (PIN) from
Alleghany Funds (800 992-8151) for use on Alleghany
Funds' Web site if you have not already done so.

* Proceeds may also be sent by wire or ACH (see "Other
Features" on p. ___).
- -------------------------------------- ------------------------------------- --------------------------------------

</TABLE>

Selling Shares in Writing
In certain circumstances, you must make your request to sell shares in
writing. You may need to include a signature guarantee (which protects you
against fraudulent orders) and additional items with your request, as shown
in the table below. We require signature guarantees if:
* your address of record has change within the past 30 days
* you are selling more than $50,000 worth of shares (except for
Montag & Caldwell Growth Fund)
* you are requesting payment other than by a check mailed to the address
of record and payable to the registered owner(s) or other than wire or
ACH sent to the bank account of the registered owner

Seller Requirements for Written Requests
-------------------------------------------------- ----------------------------------------------------------------
Owners of individual, joint, sole * Letter of instruction
proprietorship, UGMA/UTMA, or general partner * On the letter, the signatures and titles of all persons
accounts authorized to sign for the account, exactly as the account is
registered
* Signature guarantee, if applicable (see above)
-------------------------------------------------- ----------------------------------------------------------------
Owners of corporate or association accounts * Letter of instruction
* Corporate resolution certified within the past 12 months
* On the letter, the signatures and titles of all persons
authorized to sign for the account, exactly as the account is
registered
* Signature guarantee, if applicable (see above)
-------------------------------------------------- ----------------------------------------------------------------
Owners or trustees of trust accounts * Letter of instruction
* On the letter, the signature of the trustee(s)
trustee(s)
* If the names of all trustees are not registered on the account,
a copy of the trust document certified within the past 12 months
* Signature guarantee, if applicable (see above)
-------------------------------------------------- ----------------------------------------------------------------
Joint tenancy shareholders whose co-tenants are * Letter of instruction signed by the surviving tenant
deceased * Copy of death certificate
* Signature guarantee, if applicable (see above)
-------------------------------------------------- ----------------------------------------------------------------
Executors of shareholder estates * Letter of instruction signed by executor
* Copy of order appointing executor
* Signature guarantee, if applicable (see above)
-------------------------------------------------- ----------------------------------------------------------------
Administrators, conservators, guardians and * Call 800 992-8151 for instructions
other sellers or account types not listed above
-------------------------------------------------- ----------------------------------------------------------------
IRA accounts * IRA distribution request form completed and signed.
Call 800-922-8151 for a form.
-------------------------------------------------- ----------------------------------------------------------------

</TABLE>

Other Features. The following other features are available to buy and sell
shares of the Funds.

Wire. To purchase and sell shares via the Federal Reserve Wire System.
* You must authorize Alleghany Funds to honor wire instructions before using it.
Complete the "Purchase, Exchange and Redemption" section on the application
when opening your account,
or call 800 992-8151 to add the feature after your account is opened.
Call 800 992-8151 before your first use to verify that this feature is set up
on your account.
* To sell shares by wire, you must designate the U.S. commercial bank account(s)
into which you wish the redemption proceeds deposited.
* Please remember that if you request redemptions by wire, $20 will be deducted
from the amount redeemed. Your bank also may charge a fee.

Automated Clearing House (ACH). To transfer money between your bank account and
your Alleghany Funds account(s).
* You must authorize Alleghany Funds to honor ACH instructions before using
it. Complete the "Purchase, Exchange and Redemption" section on the
application when opening your account, or call 800 992-8151 to add the
feature after your account is opened. Call 800 992-8151 before your first
use to verify that this feature is set up on your account.
* Most transfers are complete within three business days of your call.
* There is no fee for this transaction.

Redemptions in Kind
The Funds have elected, under Rule 18f-1 of the 1940 Act, to pay sales proceeds
in cash up to $250,000 or 1% of each Fund's total value during any 90-day period
for any one shareholder, whichever is less. Larger redemptions may be
detrimental to existing shareholders. While we intend to pay all sales proceeds
in cash, we reserve the right to make higher payments to you in the form of
certain marketable securities of the Fund. This is called a "redemption in
kind." You may pay certain sales charges related to a redemption in kind, such
as brokerage commissions, when you sell the securities.

Transaction Policies

Calculating Share Price
When you buy, exchange or sell shares, the net asset value is used to price your
purchase or sale. The NAV for each Fund is determined each business day at the
close of regular trading on the New York Stock Exchange, Inc. (NYSE) (typically
4 p.m. Eastern Time (ET)) by dividing a class's net assets by the number of its
shares outstanding. Generally, market quotes are used to price securities. If
market quotations are not available, securities are valued at fair value as
determined by the Board of Trustees.
Quotations of foreign securities in foreign currency are converted to U.S.
dollar equivalents using foreign exchange quotations received from independent
dealers. Events affecting the values of portfolio securities that occur between
the time their prices are determined and the close of regular trading on the
NYSE may not be reflected in the calculation of net asset value. If events
materially affecting the value of such securities occur during such period, then
these securities may be valued at fair value as determined by the Adviser and
approved in good faith by the Board of Trustees.

Execution of Requests
Each Fund is open on each business day that the NYSE is open for trading. The
NYSE is not open on weekends or national holidays. Buy and sell requests are
executed at the NAV next calculated after Alleghany Funds or an authorized
broker or designee receives your mail or telephone request in proper form. Sales
proceeds are normally sent on the next business day, but are always sent within
seven days of receipt of a request in proper form. Brokers and their authorized
designees are responsible for forwarding purchase orders and redemption requests
to the Funds.

Shares of Alleghany Funds can also be purchased through broker-dealers, banks
and trust departments that may charge you a transaction or other fee for their
services. These fees are not charged if you purchase shares directly from
Alleghany Funds. Alleghany Funds reserve the right to reject any purchase order
and to suspend the offering of fund shares. The Funds also reserve the right to
change the initial and additional investment minimums or to waive these minimums
for any investor. Alleghany Funds reserves the right to delay sending you your
sales proceeds for up to 15 days if you purchased shares by check. A minimum $20
charge will be assessed if any check used to purchase shares is returned.

Account Policies and Dividends

Account Statements In general, you will receive quarterly account
statements. In addition, you will also receive account statements:
* after every transaction that affects your account balance (except for
dividend reinvestments or automatic investment plans)
* after any change of name or address of the registered owner(s)

Dividends
The following table shows the Funds' distribution schedule.

Distribution Schedule

Fund Dividends Capital Gains Distribution
Montag & Caldwell Growth Fund
* Declared and paid * Generally distributed at least once a year
Montag & Caldwell Balanced Fund quarterly in December

Alleghany/Blairlogie International
Developed Fund * Declared and paid * Generally distributed at least once a year
annually in December
Alleghany/Blairlogie Emerging Markets Fund

Alleghany/Chicago Trust Bond Fund * Declared and paid * Generally distributed at least once a year
monthly in December
</TABLE>

Dividend Reinvestments
Many investors have their dividends reinvested in additional shares of the same
fund. If you choose this option, or if you do not indicate a choice, your
dividends will be automatically reinvested on the dividend payable date. You can
also choose to have a check for your dividends mailed to you by choosing this
option on your account application.

Additional Services

Automatic Investment Plan
After meeting the standard minimum initial investment of the Fund, the Automatic
Investment Plan allows you to set up a regular transfer of funds from your bank
account to the Alleghany Fund(s) of your choice. You determine the amount of
your investment, and you can terminate the program at any time. To take
advantage of this feature:
* Write and sign a letter of instruction including the fund name, fund
number, your account number, the name(s) in which the account is
registered, the dollar value of shares you wish to purchase each month and
the date each month for which the automatic investment is to be made.
* Include a voided check.
* Mail to:
Alleghany Funds
P.O. Box 5164
Westborough, MA 01581

Alleghany Funds Web Site
Our Web site is highly secure to prevent unauthorized access to your account
information. To access your account, you must provide verification by providing
your Social Security Number (or Tax Identification Number) and your Personal
Identification Number (PIN). To obtain a PIN, please call 800 992-8151. One of
our Shareholder Service Representatives will ask a series of questions to verify
your identity and assign a temporary PIN. The temporary PIN will allow you to
log on to the Account Access area of our site. You will be prompted to change
the temporary PIN to a new PIN, which will be known only to you.

By logging into our Web site with your Social Security Number and PIN, you can
look up your current share balances and their current value, exchange or
transfer assets between your accounts within our fund family, and redeem shares
from your account and have your proceeds mailed to you by check.

If you would like to purchase shares electronically or have redemption proceeds
sent directly to your bank account, you must make arrangements for electronic
funds transfer using Automated Clearing House (ACH) procedures. This requires
that you have certain bank account information on file with us so that funds can
be transferred electronically between your mutual fund and bank accounts.

Portfolio Transactions and Brokerage Commissions
Alleghany Funds attempts to obtain the best possible price and most favorable
execution of transactions in its portfolio securities. Under policies
established by the Board of Trustees, there may be times when Alleghany Funds
may pay one broker-dealer a commission that is greater than the amount that
another broker-dealer may charge for the same transaction. The Adviser generally
determines in good faith if the commission paid was reasonable in relation to
the services provided by the broker-dealer. In selecting and monitoring
broker-dealers and negotiating commissions, Alleghany Funds considers a
broker-dealer's reliability, the quality of its execution services, its past
sales of a Funds shares and its financial condition.

Dividends, Distributions and Taxes

*Distributions of any net investment income are taxable to you as ordinary
income.

* Each Fund is obligated by law to withhold 31% of Fund distributions if you do
not provide complete and correct taxpayer identification information.

Financial Highlights

Class I of Alleghany/Chicago Trust Bond Fund had not commenced operations as of
November 30, 1999.

Montag & Caldwell Growth Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>

Year Ended Year Ended Year Ended Period Ended
10/31/99 10/31/98 10/31/97 10/31/96*
----------------- ------------------ ----------------- -------------------

Net Asset Value, Beginning of Period $26.65 $22.75 $17.08 $15.59
Income from Investment Operations
Net investment income (loss) 0.01 0.00 0.02
Net realized and unrealized gain on investments 4.10 5.81 1.49
Total from investment operations 4.11 5.81 1.51
Less Distributions
Distributions from and in excess of net investment 0.00 0.00 (0.02)
income
Distributions from net realized gain on investments (0.21) (0.14) 0.00
Total distributions (0.21) (0.14) (0.02)
Net increase in net asset value 3.90 5.67 1.49
Net Asset Value, End of Period $26.65 $22.75 $17.08

Total Return 18.24% 34.26% 9.67%

Ratios/Supplemental Data
Net Assets, End of Period (in 000's) $738,423 $268,861 $52,407
Ratio of expenses to average net assets:
Before reimbursement of expenses by Adviser (1) 0.85% 0.93% 0.98%
After reimbursement of expenses by Adviser (1) 0.85% 0.93% 0.98%
Ratio of net investment income to average net assets:
Before reimbursement of expenses by Adviser (1) 0.05% (0.07)% 0.17%
After reimbursement of expenses by Adviser (1) 0.05% (0.06)% 0.17%
Portfolio Turnover (1) 29.81% 18.65% 26.36%
</TABLE>

* Montag & Caldwell Growth Fund Class I shares commenced operations on June 28,
1996.
(1) Annualized

Alleghany/Blairlogie International Developed Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>

For the For the
Period Period Year Year Year Year Year
5/1/99 - 1/1/99 - Ended Ended Ended Ended Ended
10/31/99 4/30/99* 12/31/98 12/31/97 12/31/96 12/31/95 12/31/94

Net Asset Value, Beginning of Period
Income from Investment Operations
Net investment income
Net realized and unrealized gain (loss) on
investments
Total from investment operations
Less Distributions
Distributions from and in
excess of net investment income
Net increase (decrease) in net asset value
Net Asset Value, End of Period

Total Return

* Blairlogie Capital Management became an indirect subsidiary of Alleghany
Corporation on ____________, 1999.
(1) Annualized

Alleghany/Blairlogie Emerging Markets Fund
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>

For the For the
Period Period Year Year Year Year Year
5/1/99 - 1/1/99 - Ended Ended Ended Ended Ended
10/31/99 4/30/99* 12/31/98 12/31/97 12/31/96 12/31/95 12/31/94

Net Asset Value, Beginning of Period
Income from Investment Operations
Net investment income
Net realized and unrealized gain (loss) on
investments
Total from investment operations
Less Distributions
Distributions from and in excess of net
investment income
Net increase (decrease) in net asset value
Net Asset Value, End of Period

Total Return

* Blairlogie Capital Management became an indirect subsidiary of Alleghany
Corporation on ____________, 1999.
(1) Annualized

Montag & Caldwell Balanced Fund

Period
Ended 10/31/99*
-----------------

Net Asset Value, Beginning of Period $18.36
Income from Investment Operations
Net investment income
Net realized and unrealized gain on investments
Total from investment operations
Less Distributions
Distributions from and in excess of net
investment income
Distributions from net realized gain on investments
Total distributions
Net increase in net asset value
Net Asset Value, End of Period

Total Return (1)

Ratios/Supplemental Data
Net Assets, End of Period (in 000's)
Ratio of expenses to average net assets:
Before reimbursement of expenses by Adviser (2)
After reimbursement of expenses by Adviser (2)
Ratio of net investment income to average net assets:
Before reimbursement of expenses by Adviser (2)
After reimbursement of expenses by Adviser (2)
Portfolio Turnover (1)

* Montag & Caldwell Balanced Fund Class I shares commenced operations on
December 31, 1998.
(1) Not annualized
(2) Annualized

(Outside Back Cover)

General Information

If you wish to know more about Alleghany Funds, you will find additional
information in the following documents:

How to Obtain Reports

Contacting Alleghany Funds
You can get free copies of the reports and SAI, request other
information and discuss your questions about the Funds by contacting:

Address: Alleghany Funds
P.O. Box 5164
Westborough, MA 01581

Shareholder Services: 800 992-8151

Investment Adviser Services: 800 597-9704

Web site: www.AlleghanyFunds.com

Obtaining Information from the SEC
You can visit the SEC's Web site at http://www.sec.gov to view the SAI
and other information. You can also view and copy information about the
Funds at the SEC's Public Reference Room in Washington D.C. Also, you
can obtain copies of this information by sending your request and
duplication fee to the SEC's Public Reference Room, Washington D.C.
20549-6009. To find out more about the Public Reference Room, you can
call the SEC at 1-800-SEC-0330.

Investment Company Act File Number: 811-8004

ALLEGHANY FUNDS

Montag & Caldwell Balanced Fund

Prospectus

Class I Shares

February ___, 2000

Table of Contents

[SIDEBAR: For a list of terms with definitions that you may find helpful as you
read this prospectus, please refer to the "Investment Terms" section.] Page

Fund Summary
Investment Objective, Principal Investment Strategies and Risks
Expense Information
Investment Terms
More About the Fund
Other Investment Strategies
Additional Risks
Management of the Fund
Shareholder Information
Opening an Account - Buying Shares
Exchanging Shares
Selling/Redeeming Shares
Transaction Policies
Account Policies and Dividends
Automatic Investment Plan
Alleghany Funds Web Site
Portfolio Transactions and Brokerage Commissions
Dividends, Distributions and Taxes
Financial Highlights
General Information

Mutual fund shares are not bank deposits and are not guaranteed, endorsed or
insured by any financial institution, government entity or the Federal Deposit
Insurance Corporation (FDIC).

Investment Objective

The Fund seeks long-term total return.

Principal Investment Strategies

The Fund invests primarily in a combination of equity, fixed income and
short-term securities. Generally, between 50% and 70% of the Fund's total assets
will be invested in equity securities, and at least 25% will be invested in
fixed income securities to provide a stable flow of income. The portfolio
allocation will vary based upon the portfolio manager's assessment of the return
potential of each asset class. For equity investments, the portfolio manager
uses a bottom-up approach to stock selection, focusing on high quality,
well-established companies that have:
* a strong history of earnings growth
* attractive prices relative to the company's potential for above average
long-term earnings and revenue growth
* strong balance sheets
* a sustainable competitive advantage
* the potential to become (or currently are) industry leaders
* the potential to outperform the market during downturns

When selecting fixed income securities, the portfolio manager strives to
maximize total return and minimize risk primarily by adjusting the portfolio
duration and sector weightings. The portfolio manager will seek to maintain the
Fund's weighted average duration within 20% of the duration of the Lehman
Brothers Government Corporate Index.
Emphasis is also placed on diversification and credit analysis.

Principal Risks of Investing in the Fund

Market risk: The Fund's share price moves up and down over the short term in
response to stock market conditions, changes in the economy and a particular
company's stock price change. An individual stock may decline in value even when
stocks in general are rising. An investor could lose money during market
downturns.

Manager risk: If the Fund manager makes errors in security selection, the Fund
may underperform the stock or bond market or its peers. Also, the Fund could
fail to meet its investment objective.

Credit risk: Credit risk (also called default risk) is the risk that the issuer
of a security will not be able to make principal and interest payments on a bond
issue.

Fund Performance

Calendar Year Total Return

1999

Best quarter: Worst quarter:

The following table indicates how the Fund's average annual returns for
different calendar periods compare to the returns of 40% Lehman Brothers
Government Corporate Index/60% S&P 500 Index and the Lipper Balanced Fund Index.

Average Annual Total Return
(For the periods ended December 31, 1999)

1 year Since Inception 1

Montag & Caldwell Balanced Fund
40% Lehman Brothers Government Corporate
Index/60% S&P 500 Index
Lipper Balanced Fund Index

1 Fund's inception: December 31, 1998

Expense Information

As an investor in the Fund, you pay certain indirect fees and expenses, which
are described in the table below.

Shareholder Fees
As a benefit of investing with the Fund, you do not incur any sales loads,
redemption fees or exchange fees.

Annual Fund Operating Expenses*
Operating expenses are the normal costs of operating any mutual fund. These
expenses are not charged directly to investors. They are paid from the Fund's
assets and are expressed as an expense ratio, which is a percentage of average
net assets.

Management Fees 0.75%
Other Expenses 0.20
---------
Expense Ratio 0.95%

(*) The Fund offers two classes of shares that invest in the same
portfolio of securities. Shareholders of Class I are not subject to a
12b-1 distribution plan; therefore, expenses and performance figures will
vary between the classes. The information set forth in the table above and
the example below relate only to Class I shares, which are offered in this
prospectus. Class N shares are offered in a separate prospectus.

Example
This hypothetical example shows the operating expenses you would incur as a
shareholder if you invested $10,000 in the Fund over the time periods shown,
assuming you reinvested all dividends and distributions and that the average
annual return was 5%. The example assumes that operating expenses remained the
same and includes only contractual fee waivers and reimbursements. The example
is for comparison purposes only and does not represent the Fund's actual or
future expenses and returns.

1 year 3 years 5 years 10 years

$ $ $ $