ALLEGHANY FUNDS, PRE 14A, 1999-05-04

ALLEGHANY FUNDS
PRE 14A, 1999-05-04

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ] Check the appropriate box:

[ X ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12

Alleghany Funds
(Name of Registrant as Specified In Its Articles)

Laurie E. Buckley
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[ X ] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

<PAGE>

ALLEGHANY FUNDS
171 North Clark Street
Chicago, Illinois 60601

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on June 17, 1999

To the Shareholders of
Alleghany/Montag & Caldwell Growth Fund - Class N Montag & Caldwell
Growth Fund - Class I Alleghany/Chicago Trust Growth & Income Fund
Alleghany/Chicago Trust Talon Fund Alleghany/Chicago Trust Balanced
Fund Alleghany/Montag & Caldwell Balanced Fund - Class N Montag &
Caldwell Balanced Fund - Class I Alleghany/Chicago Trust Bond Fund
Alleghany/Chicago Trust Municipal Bond Fund Alleghany/Chicago Trust
Money Market Fund Alleghany/Chicago Trust Small Cap Value Fund
Alleghany/Veredus Aggressive Growth Fund (each a "Fund" and
collectively, the "Funds")

NOTICE IS HEREBY GIVEN THAT a Special Meeting of the Shareholders of
the Funds of Alleghany Funds (the "Company"), a Delaware business trust, will be
held at the offices of the Company, 171 North Clark Street, Chicago, Illinois on
June 17, 1999 at 11:00 a.m. Central Time (the "Special Meeting") for the
following purposes:

1. To consider and act upon the election of four (4) additional Trustees of
the Company to serve until their successors are elected
and qualified (Proposal 1).

2. To approve or disapprove proposed changes to the investment objective
of each Fund (except the Alleghany/ Chicago Trust Money Market Fund)
(Proposal 2).

3. To approve or disapprove the existing investment advisory agreements
between Chicago Trust Company and Alleghany/Chicago Trust Growth &
Income Fund, Alleghany/Chicago Trust Talon Fund, Alleghany/Chicago
Trust Balanced Fund, Alleghany/Chicago Trust Bond Fund,
Alleghany/Chicago Trust Municipal Bond Fund and Alleghany/Chicago Trust
Money Market Fund (Proposal 3).

4. To transact such other business as may properly come before the
Special Meeting or any adjournment thereof.

The Board of Trustees has fixed the close of business on April 19, 1999
as the record date for the determination of shareholders entitled to notice of
and to vote at the Special Meeting.

By order of the Board of Trustees
Gerald Dillenburg
Secretary
May 14 1999

SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE REQUESTED TO
COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED
ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. INSTRUCTIONS
FOR THE PROPER EXECUTION OF THE PROXY CARD ARE SET FORTH ON THE INSIDE COVER OF
THIS NOTICE. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.

<PAGE>

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense to the Company involved in
validating your vote if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the
party signing should conform exactly to the name shown in the
registration on the proxy card.

3. All Other Accounts: The capacity of the individual signing the
proxy card should be indicated unless it is reflected in the
form of registration. For example:

Registration Valid Signature

Corporate Accounts

(1) ABC Corp...................................... ABC Corp.
(2) ABC Corp...................................... John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer............. John Doe
(4) ABC Corp. Profit Sharing Plan................. John Doe, Trustee

Trust Accounts

(1) ABC Trust..................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d/ 12/28/78...................... Jane B. Doe

Custodial or Estate Accounts

(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA........ John B. Smith
(2) Estate of John B. Smith....................... John B. Smith, Jr.,
Executor

<PAGE>

ALLEGHANY FUNDS

171 North Clark Street
Chicago, Illinois 60601

SPECIAL MEETING OF SHAREHOLDERS
June 17, 1999

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Trustees of Alleghany Funds (the "Company") for Alleghany/Montag
& Caldwell Growth Fund Class N shares, Montag & Caldwell Growth Fund - Class I
shares, Alleghany/Chicago Trust Growth & Income Fund, Alleghany/Chicago Trust
Talon Fund, Alleghany/Chicago Trust Balanced Fund, Alleghany/Montag & Caldwell
Balanced Fund - Class N shares, Montag & Caldwell Balanced Fund - Class I
shares, Alleghany/Chicago Trust Bond Fund, Alleghany/Chicago Trust Municipal
Bond Fund, Alleghany/Chicago Trust Money Market Fund, Alleghany/Chicago Trust
Small Cap Value Fund, and Alleghany/Veredus Aggressive Growth Fund
(collectively, the "Funds"), for use at a Special Meeting of Shareholders of the
Funds to be held at 11:00 a.m. Central Time on June 17, 1999 at the offices of
the Company, 171 North Clark Street, Chicago, Illinois, 60601, and any
adjournments thereof (the "Special Meeting"). A Notice of Special Meeting and a
proxy card accompany this Proxy Statement. This Proxy Statement and the
accompanying Notice of Special Meeting and proxy card(s) are first being mailed
to shareholders on or about May 14, 1999. In addition to solicitations of
proxies by mail, proxy solicitations may also be made by telephone, telegraph or
personal interviews conducted by officers and employees of the Company; First
Data Investor Services Group, Inc. ("Investor Services Group"), the Company's
transfer agent; or other representatives of the Company. The costs of
solicitation and the expenses incurred in connection with preparing this Proxy
Statement and its enclosures will be paid by the Company. The Company's most
recent annual report is available upon request without charge by writing or
calling the Company at P.O. Box 5164, Westborough, MA 01581 or 1-800-992-8151.

If the enclosed proxy is properly executed and returned in time to be
voted at the Special Meeting, the shares of beneficial interest ("Shares")
represented by the proxy will be voted in accordance with the instructions
marked therein. Unless instructions to the contrary are marked on the proxy, it
will be voted FOR the matters listed in the accompanying Notice of Special
Meeting of Shareholders. Any shareholder who has given a proxy has the right to
revoke it at any time prior to its exercise either by attending the Special
Meeting and voting his or her Shares in person, or by submitting a letter of
revocation or a later-dated proxy to the Company at the above address prior to
the date of the Special Meeting.

In the event that a quorum is not present at the Special Meeting, or in
the event that a quorum is present but sufficient votes to approve the proposals
are not received, the persons named as proxies on the enclosed proxy card may
propose one or more adjournments of the Special Meeting to permit further
solicitation of proxies. In determining whether to adjourn the Special Meeting,
the following factors may be considered: the nature of the proposals that are
the subject of the Special Meeting, the percentage of votes actually cast, the
percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any adjournment will require the affirmative
vote of a majority of those Shares represented at the Special Meeting in person
or by proxy. A shareholder vote may be taken on one or more of the proposals in
this Proxy Statement prior to any such adjournment if sufficient votes have been
received for approval. Under the Company's Trust Instrument dated September 8,
1993, a quorum of shareholders is constituted by the presence in person or by
proxy of the holders of one third (33-1/3%) of the outstanding Shares of the
Funds entitled to vote at the Special Meeting.

The Board of Trustees has fixed the close of business on April 19, 1999
as the record date (the "Record Date") for the determination of shareholders of
the Funds entitled to notice of and to vote at the Special Meeting and all
adjournments thereof. At the close of business on the Record Date, the following
shares were outstanding:

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Class N Class I Total Fund
Name of Fund Shares Shares Shares
- -------------------------------------------------------------- -------------------- ------------------ ---------------------
Alleghany/Montag & Caldwell Growth Fund 45,779,243.185 35,047,116.016 80,826,359.201
- -------------------------------------------------------------- -------------------- ------------------ ---------------------
- -------------------------------------------------------------- -------------------- ------------------ ---------------------
Alleghany/Chicago Trust Growth & Income Fund 18,077,511.494 None 18,077,511.494
- -------------------------------------------------------------- -------------------- ------------------ ---------------------
- -------------------------------------------------------------- -------------------- ------------------ ---------------------
Alleghany/Chicago Trust Talon Fund 1,482,769.799 None 1,482,769.799
- -------------------------------------------------------------- -------------------- ------------------ ---------------------
- -------------------------------------------------------------- -------------------- ------------------ ---------------------
Alleghany/Chicago Trust Balanced Fund 21,172,252.439 None 21,172,252.439
- -------------------------------------------------------------- -------------------- ------------------ ---------------------
- -------------------------------------------------------------- -------------------- ------------------ ---------------------
Alleghany/Montag & Caldwell Balanced Fund 7,447,142.248 3,384,007.992 10,831,150.240
- -------------------------------------------------------------- -------------------- ------------------ ---------------------
- -------------------------------------------------------------- -------------------- ------------------ ---------------------
Alleghany/Chicago Trust Bond Fund 16,088,919.066 None 16,088,919.066
- -------------------------------------------------------------- -------------------- ------------------ ---------------------
- -------------------------------------------------------------- -------------------- ------------------ ---------------------
Alleghany/Chicago Trust Municipal Bond Fund 1,634,276.058 None 1,634,276.058
- -------------------------------------------------------------- -------------------- ------------------ ---------------------
- -------------------------------------------------------------- -------------------- ------------------ ---------------------
Alleghany/Chicago Trust Money Market Fund 300,768,493.487 None 300,768,493.487
- -------------------------------------------------------------- -------------------- ------------------ ---------------------
- -------------------------------------------------------------- -------------------- ------------------ ---------------------
Alleghany/Chicago Trust Small Cap Value Fund 4,060,417.882 None 4,060,417.882
- -------------------------------------------------------------- -------------------- ------------------ ---------------------
- -------------------------------------------------------------- -------------------- ------------------ ---------------------
Alleghany/Veredus Aggressive Growth Fund 2,336,912.578 None 2,336,912.578
- -------------------------------------------------------------- -------------------- ------------------ ---------------------
</TABLE>

As of the Record Date, to the best knowledge of the management of the
Funds, the shareowners shown on Schedule A to this Proxy Statement owned of
record or beneficially 5% or more of the Shares of any class of each Fund.

[As of April 19, 1999, the officers and Trustees of the Company as a
group beneficially owned less than 1% of the Shares of each Fund with the
exception of the Alleghany/Chicago Trust Municipal Bond Fund in which an
interested trustee owns 6.94%.]

In order that your Shares may be represented at the Special Meeting,
you are requested to:

-- indicate your instructions on the enclosed proxy card;

-- date and sign the proxy card;

-- mail the proxy card promptly in the enclosed envelope,
which requires no postage if mailed inthe United States; and

-- allow sufficient time for the proxy card to be received on
or before 10:00 a.m. Central Time on June 17, 1999.

<PAGE>

Summary of Proposals

The table set forth below lists each proposal contained in the Proxy
Statement and the Funds whose shareholders will be voting on the proposal.
<TABLE>
<CAPTION>
<S> <C> <C>
Proposal Number Proposal Summary Fund(s)

Proposal 1...................... To consider and act upon the All Funds
election of four (4) Trustees of
(Shareholders of all Funds shall vote
together with the Company to serve until
their respect to the election of Trustees)
successors are elected and qualified.

Proposal 2..................... To approve or disapprove proposed Each Fund except Alleghany/Chicago Trust Money
changes to the investment Market Fund - (Shareholders of each Fund shall
objective of each Fund. consider this proposal separately)

Proposal 3.................... To approve or disapprove the Alleghany/Chicago Trust Growth & Income Fund
existing investment advisory Alleghany/Chicago Trust Talon Fund
agreements between Chicago Trust Alleghany/Chicago Trust Balanced Fund
Company and Alleghany/Chicago Alleghany/Chicago Trust Bond Fund
Trust Growth & Income Fund, Alleghany/Chicago Trust Municipal Bond Fund
Alleghany/Chicago Trust Talon Alleghany/Chicago Trust Money Market Fund
Fund, Alleghany/Chicago Trust (Shareholders of each Fund shall consider this
Balanced Fund, Alleghany/ Chicago proposal separately)
Trust Bond Fund,
Alleghany/Chicago Trust Municipal
Bond Fund and Alleghany/Chicago
Trust Money Market Fund
</TABLE>

<PAGE>

PROPOSAL NO. 1

ELECTION OF FOUR TRUSTEES OF THE COMPANY

At the Special Meeting, four additional Trustees are being considered
for election by shareholders to serve until their successors are elected and
qualified. At a Board of Trustees meeting held on March 18, 1999, the existing
Trustees unanimously approved an increase in the size of the Board of Trustees
from four (4) members to eight (8) members. Each nominee has indicated that he
or she will serve if elected, but if any nominee shall be unable to serve the
proxy will be voted for any other person determined by the persons named in the
proxy in accordance with their judgement.

Each of the existing Trustees of the Company has served in that
capacity since the December 13, 1993 organizational meeting of the Trust.
Mr. Robert A. Kushner, Mr. Robert B. Scherer, Mr. Denis Springer and Ms.
Dorothea C. Gilliam were recommended by the Nominating Committee composed
of independent Trustees (as defined hereafter) and nominated as additional
trustees by the existing Board of Trustees at its meeting held on March
18, 1999. The "interested" trustees and nominees who will be "interested"
trustees (as defined by the Investment Company Act of 1940, as amended) are
indicated in the chart below by an asterisk (*). Trustees who are not
"interested trustees" are referred to as "independent trustees."
<TABLE>
<CAPTION>
<S> <C> <C> <C>
SHARES/
PERCENTAGE BENEFICIALLY
POSITION OWNED AS OF
WITH COMPANY PRINCIPAL OCCUPATIONS APRIL 19, 199
NAME AND AGE FOR PAST FIVE YEARS

Stuart D. Bilton* Chairman, Board Mr. Bilton is Chief Executive Officer of The Alleghany/Chicago Trust
Age 52 of Trustees Chicago Trust Company and President of Alleghany Municipal Bond Fund -
171 North Clark Street (Chief Executive Asset Management, Inc. Previously, Mr. Bilton 113,446.138 shares
Chicago, IL 60601 Officer) was an Executive Vice President with Chicago 6.94%
Title and Trust Company. He is a Director of
Alleghany Asset Management Inc., Montag and
Caldwell, Veredus Asset Management Inc.,
Baldwin & Lyons, Inc., and the Boys and Girls
Clubs of Chicago.

Leonard F. Amari Trustee Mr. Amari is a Partner at the law offices of
Age 56 Amari & Locallo, a practice confined exclusively
734 North Wells Street to the real estate tax assessment process.
Chicago, IL 60610

Dorothea C. Gilliam* Trustee Ms. Gilliam is Vice President of Investments of
Age 45, Nominee the Alleghany Corporation, the parent company of
171 North Clark Street Alleghany Asset Management, Inc. Previously,
Chicago, IL she was an Assistant Vice President of Chicago
Title and Trust Company.

Robert Kushner Trustee Mr. Kushner is Vice President, Board Member and
Age 63 Nominee Chairman of Investment Committee and Co-Chairman
30 Vernon Drive of Strategic Planning Committee of Pittsburgh
Pittsburgh, PA 15228 Dance Counsel. Previously, he was a Vice
President, Secretary and General Counsel at
Cyclops Industries, Inc.

Gregory T. Mutz Trustee Mr. Mutz is President & CEO of The UICI
Age 53 Companies and Chairman of the Board of Excell
125 South Wacker Drive Global Services. He is also Chairman of the
Suite 3100 Board of AMLI Residential Properties Trust (a
Chicago, IL 60606 NYSE Multifamily REIT) and Chairman of the Board
of AMLI Commercial Properties
Trust LP, both successor
companies to AMLI Realty Co.,
which he co-founded in 1980.

Robert B. Scherer Trustee Mr. Scherer is President of The Rockridge
Age 57 Nominee Group, Ltd., the nation's largest title insurance
10010 Country Club Road organization.
Woodstock, IL 60098

Nathan Shapiro Trustee Mr. Shapiro is the President of SF Investments,
Age 62 Inc., a broker/dealer and investment banking
1700 Ridge firm. He is President of New Horizons
Highland Park, IL 60035 Corporation, a consulting firm, and Senior Vice
President of Pekin, Singer and
Shapiro, an investment
advisory firm. He is a
Director of Baldwin & Lyons,
Inc.

Denis Springer Trustee Mr. Springer is Senior Vice President and Chief
Age 53 Nominee Financial Officer of Burlington Northern Santa
1673 Bamoral Lane Fe Corporation. He is also a member of the
Inverness, IL 60067 Natural Advisory Board of Chase Manhattan Bank.

</TABLE>

Trustees and Trustee nominees had no transactions in the securities of
the investment adviser or its parent or subsidiaries exceeding 1% of the
outstanding securities of any class during the fiscal year ended October 31,
1998.

The Board of Trustees of the Company met four times during the fiscal
year ended October 31, 1998. During the fiscal year, all incumbent Trustees
attended all of the meetings held. The Board of Trustees has an Audit Committee
consisting of Messrs. Amari, Mutz and Shapiro. The Audit Committee met twice
during the fiscal year ended October 31, 1998, and all Committee members were
present at the meetings. The Audit Committee reviews the scope and results of
the Company's annual audit with the Company's independent auditors and
recommends the engagement of such independent auditors. The Board of Trustees
has a Nominating Committee consisting of Messrs. Amari, Mutz and Shapiro. The
Nominating Committee did not meet during the fiscal year ended October 31, 1998.
The Nominating Committee is responsible for recommending qualified candidates to
the Board of Trustees in the event that a position is vacated or created. In
that regard, the Nominating Committee recommended to the Board of Trustees the
Trustee nominees to be considered at the meeting. The Nominating Committee would
consider recommendations by shareholders if a vacancy were to exist. The Company
does not have a standing compensation committee.

The names of the officers of the Company are listed in the table below.
This table also shows certain additional information. Each officer will hold
such office until a successor has been elected by the Board of Trustees of the
Company.

<TABLE>
<CAPTION>
<S> <C> <C>
Principal Occupations
Positions and Other Affiliations
Name and Age With Company During the Past Five Years

Kenneth C. Anderson President Mr. Anderson is President of Alleghany
Age: 35 (Chief Operating Officer) Investment Services, Inc. and a Senior Vice
President of The Chicago Trust Company and has
been an officer since 1993. He is responsible
all business activities regarding mutual funds.
Mr. Anderson is a Certified Public Accountant.

Gerald F. Dillenburg Vice President, Mr. Dillenburg is a Senior Vice
Age: 32 Secretary and Treasurer President of Alleghany Investment
(Chief Financial Officer Services, Inc. and a Vice President of
and Compliance Officer) The Chicago Trust Company and has been
the operations manager and compliance officer of
all mutual funds since 1996. Previously he was
an audit manager with KPMG Peat Marwick LLP,
specializing in investment services, including
mutual and trust funds, broker/dealers and
investment Advisers. Mr. Dillenburg is a
Certified Public Accountant.

Debra Comsudes Vice President Ms.Comsudes has been a Vice President
Age: 35 of Montag & Caldwell, Inc. since 1996.
Previously, she was a Portfolio Manager
and Chief Investment Officer at Randy
Seckman & Associates, Inc., a financial
advisory firm providing asset
management primarily to individual and
small businesses. She is a Chartered
Financial Analyst
</TABLE>

Only the independent Trustees receive remuneration from the Company for
acting as Trustees. Trustees fees are $3,000 for each Board meeting attended
with an annual retainer of $3,000.

The following table sets forth certain information regarding
compensation of the Company's Board of Trustees for the fiscal year ended
October 31, 1998. Except as disclosed below, no executive officer or person
affiliated with the Company received compensation from the Company for the
fiscal year ended October 31, 1998.

COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C>

TOTAL COMPENSATION FROM THE FUND AND
AGGREGATE COMPENSATION FUND COMPLEX PAID TO TRUSTEES
FROM THE COMPANY
TRUSTEES

Stuart D. Bilton $0 $0
Leonard F. Amari $9,375 $9,375
Gregory T. Mutz $9,375 $9,375
Nathan Shapiro $9,375 $9,375
</TABLE>

One of the Trustee nominees, Ms. Dorothea Gilliam, served as a Trustee
of the Company until December 17, 1999, at which time she resigned so that the
Company would comply with certain safe harbors under the Investment Company Act
of 1940. Ms. Gilliam received no compensation from the Company for the fiscal
year ended October 31, 1998.

Required Vote

The four nominees for Trustee receiving the highest number of votes
will be elected. Unless authority is withheld, it is the intention of the
persons named in the proxy to vote FOR the election of the named nominees.
Election of listed nominees for Trustee requires the affirmative vote of the
holders of a plurality of Shares of the Company represented at the Special
Meeting in person or by proxy.

THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE NOMINEES.

PROPOSAL NO. 2

TO APPROVE OR DISAPPROVE PROPOSED CHANGES TO EACH FUND'S
INVESTMENT OBJECTIVE

The Board of Trustees has proposed changes to the investment objective
of each Fund other than the Alleghany/Chicago Trust Money Market Fund.
Currently, each Fund's objective includes reference to the principal investment
strategies utilized by each Fund within the definition of its objective. The
change will clearly define each Fund's investment objective, which is
fundamental and cannot be changed without shareholder approval, and eliminate
references to the investment strategies. The change will make it clear that a
Fund's investment policies and strategies may change under the direction of the
Fund's investment adviser with the approval of the Board of Trustees and without
shareholder approval. Each Fund's investment objective and the policies and
strategies used is set out in the Company's prospectus, as amended from time to
time.

The proposed changes are intended to clarify the investment objectives
by removing the strategies from each of the listed Fund's defined investment
objective as set forth below (the italicized words are proposed to be deleted):
<TABLE>
<CAPTION>
<S> <C> <C>

- --------------------------------------- -------------------------------------- -------------------------------------------
Name of Fund Current Investment Objective Proposed Investment Objective
- --------------------------------------- -------------------------------------- -------------------------------------------
- --------------------------------------- -------------------------------------- -------------------------------------------
Alleghany/Montag & Caldwell Growth The Fund seeks long-term capital The Fund seeks long-term capital
Fund appreciation and, secondarily, appreciation and, secondarily, current
current income, by investing income.
primarily in common stocks and
convertible securities.
- --------------------------------------- -------------------------------------- -------------------------------------------
- --------------------------------------- -------------------------------------- -------------------------------------------
Alleghany/Chicago Trust Growth & The Fund seeks long-term total The Fund seeks long-term total return
Income Fund return through a combination of through a combination of capital
capital appreciation and current appreciation and current income.
income by investment primarily in a
combination of stocks and bonds.
- --------------------------------------- -------------------------------------- -------------------------------------------
- --------------------------------------- -------------------------------------- -------------------------------------------
Alleghany/Chicago Trust Talon Fund The Fund seeks long-term total return The Fund seeks long-term total return return
through capital appreciation through capital appreciation.
by investing primarily in
common and preferred stocks and
convertible
securities.
- --------------------------------------- -------------------------------------- -------------------------------------------
- --------------------------------------- -------------------------------------- -------------------------------------------
Alleghany/Chicago Trust Small Cap The Fund seeks long-term total The Fund seeks long-term total return.
Value Fund return by investing primarily in
common stocks of small U.S.
companies.
- --------------------------------------- -------------------------------------- -------------------------------------------
- --------------------------------------- -------------------------------------- -------------------------------------------
Alleghany/Veredus Aggressive The Fund seeks to provide capital The Fund seeks to provide capital
Growth Fund appreciation by investing primarily appreciation.
in equity securities of companies
with accelerating earnings.
- --------------------------------------- -------------------------------------- -------------------------------------------
- --------------------------------------- -------------------------------------- -------------------------------------------
Alleghany/Montag & Caldwell Balanced The Fund seeks long-term total The Fund seeks long-term total return.
Fund return by investing primarily in a
combination of equity, fixed income
and short-term securities.
- --------------------------------------- -------------------------------------- -------------------------------------------
- -------------------------------------- -------------------------------------- -------------------------------------------
Alleghany/Chicago Trust The Fund seeks growth of capital The Fund seeks growth of capital with
Balanced Fund with current income by investing in current income.
a combination of equity and fixed
income securities.
- --------------------------------------- -------------------------------------- -------------------------------------------
- --------------------------------------- -------------------------------------- -------------------------------------------
Alleghany/Chicago
Trust Bond Fund The Fund seeks high current income The Fund seeks high current income
consistent with prudent risk of consistent with prudent risk of capital.
capital by investing primarily in
intermediate-term securities.
- --------------------------------------- -------------------------------------- -------------------------------------------
- --------------------------------------- -------------------------------------- -------------------------------------------
Alleghany/Chicago Trust
Municipal Bond Fund The Fund seeks a high level of The Fund seeks high level of current
current interest income exempt from interest income exempt from federal
federal income tax consistent with income tax consistent with preservation
preservation of capital by investing of capital.
primarily in intermediate-term
municipal securities.
- --------------------------------------- -------------------------------------- -------------------------------------------
</TABLE>

As indicated above, the proposed changes are intended only to clarify
the investment objective for each of the Funds listed. The Board of Trustees
does not intend to amend the investment strategies of any of the Funds at the
present time although it reserves the right to make changes in the future. If
this proposal is not approved by shareholders of any Fund, such Fund will
continue to be managed under its investment objective as currently stated.

Required Vote

Shareholders of each Fund will consider the proposal separately.
Approval of this proposal with respect to each Fund requires a majority vote of
the shareholders of that Fund. Under the Investment Company Act of 1940, as
amended (the "1940 Act"), a majority of a Fund's outstanding voting securities
is defined as the lesser of (1) 67% of the outstanding shares represented at a
meeting at which more than 50% of the Fund's outstanding shares are present in
person or represented by proxy or (2) more than 50% of the Fund's outstanding
voting securities (a "Majority Vote").

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND VOTE "FOR" THE CHANGES TO EACH
FUND'S INVESTMENT OBJECTIVE AND STRATEGIES.

<PAGE>

PROPOSAL NO. 3

TO APPROVE OR DISAPPROVE THE INVESTMENT ADVISORY AGREEMENTS BETWEEN
THE CHICAGO TRUST COMPANY AND ALLEGHANY/CHICAGO TRUST GROWTH & INCOME FUND,
ALLEGHANY/CHICAGO TALON FUND, ALLEGHANY/CHICAGO TRUST BALANCED FUND,
ALLEGHANY/CHICAGO TRUST BOND FUND, ALLEGHANY/CHICAGO TRUST MUNICIPAL BOND FUND
AND ALLEGHANY/CHICAGO TRUST MONEY MARKET FUND IN ORDER TO ELIMINATE THE
AMENDED AND RESTATED GUARANTY AGREEMENT WITH THE CHICAGO TITLE AND TRUST COMPANY

General

Each of the Alleghany/Chicago Trust Growth & Income Fund,
Alleghany/Chicago Trust Talon Fund, Alleghany/Chicago Trust Balanced Fund,
Alleghany/Chicago Trust Bond Fund, Alleghany/Chicago Trust Municipal Bond Fund
and Alleghany/Chicago Trust Money Market Fund has an investment advisory
agreement with The Chicago Trust Company ("Chicago Trust") pursuant to which
Chicago Trust serves as an investment adviser to the Fund. Each of these
Investment Advisory Agreements is supported by the Amended and Restated Guaranty
Agreement under which The Chicago Title and Trust Company guarantees the
obligations and liabilities of Chicago Trust to each of the Funds. For the
reasons more fully described below, the Company's Board of Trustees believes
that these Guaranty Agreements are no longer needed or appropriate and are
asking shareholders of the Funds to approve the Investment Advisory Agreements
with Chicago Trust, thereby eliminating the Guaranty Agreement with The Chicago
Title and Trust Company.

History

The Chicago Title and Trust Company ("Chicago Title and Trust"),
which until 1998 was a wholly-owned subsidiary of the Alleghany Corporation
("Alleghany"), initially provided investment advisory services to the following
Funds of the Trust: Alleghany/Chicago Trust Growth & Income Fund;
Alleghany/Chicago Trust Talon Fund; Alleghany/Chicago Trust Balanced Fund;
Alleghany/Chicago Trust Bond Fund; Alleghany/Chicago Trust Municipal Bond
Fund; and Alleghany/Chicago Trust Money Market Fund.

As part of a reorganization, Chicago Title and Trust formed Alleghany
Asset Management, Inc. ("AAM"), a wholly-owned subsidiary, to act as a holding
company for certain of its financial services entities. AAM then acquired a
state trust company, whose name was changed to Chicago Trust. In 1995, Chicago
Title and Trust transferred substantially all of its fiduciary and investment
operations to Chicago Trust. As part of that transfer, Chicago Trust assumed all
of Chicago Title and Trust's obligations and liabilities under its existing
Investment Advisory Agreements with the Company. Chicago Title and Trust entered
into a Guaranty Agreement with the Company on behalf of the Funds for which it
had served as Investment Advisor, pursuant to which it agreed to guaranty all of
the obligations and liabilities of Chicago Trust under such Advisory Agreements.
The Guaranty Agreement was subsequently amended and restated on December 23,
1996 (the "Amended and Restated Guaranty Agreement").

On June 17, 1998 Chicago Title Corporation, the parent company of
Chicago Title and Trust, became a publicly held company, when Alleghany
distributed Chicago Title Corporation shares to existing Alleghany shareholders.
As a result, Chicago Title and Trust and Chicago Trust were no longer
affiliated. The Company's Board of Trustees believe it is no longer necessary or
appropriate to have the obligations and liabilities of Chicago Trust subject to
the Amended and Restated Guaranty Agreement.

Advisory Agreements

The Investment Advisory Agreements for Alleghany/Chicago Trust Growth &
Income Fund, Alleghany Trust Bond Fund, Alleghany/Chicago Trust Municipal Bond
Fund and Alleghany/Chicago Trust Money Market Fund are each dated November 30,
1993 and were approved by the sole shareholder on [December 13, 1993]. The
Investment Advisory Agreement for Alleghany/Chicago Trust Balanced Fund was
dated March 15, 1995 and was approved by the sole shareholder on [September 21,
1995]. The Investment Advisory Agreement for Alleghany/Chicago Trust Talon Fund
was dated August 27, 1995 and was approved by the sole shareholder on [September
19, 1994]. Each of the Investment Advisory Agreements was most recently approved
by the Board of Trustees including all of the independent Trustees on December
17, 1998. Pursuant to each of the Investment Advisory Agreements with the
Company, Chicago Trust provides an investment program for each Fund in
accordance with its investment policies, limitations and restrictions, and
furnishes executive, administrative and clerical services required for the
transaction of such Fund's business.

For providing investment advisory services, the Funds have agreed to
pay Chicago Trust a monthly fee at the following annual rates, exclusive of
contractual expense limitations, based on their respective average daily net
assets: Alleghany/Chicago Trust Growth & Income Fund, 0.70%; Alleghany/Chicago
Trust Talon Fund, 0.80%; Alleghany/Chicago Trust Balanced Fund, 0.70%;
Alleghany/Chicago Trust Bond Fund, 0.55%; Alleghany/Chicago Trust Municipal Bond
Fund, 0.60%; and Alleghany/Chicago Trust Money Market Fund, 0.40%.

During each Fund's fiscal year ended October 31, 1998, aggregate
advisory fees earned by Chicago Trust for the Funds were as follows:
Alleghany/Chicago Trust Growth & Income Fund, $2,312,832; Alleghany/Chicago
Trust Talon Fund, $224,933; Alleghany/Chicago Trust Balanced Fund, $1,453,465;
Alleghany/Chicago Trust Bond Fund, $740,845; Alleghany/Chicago Trust Municipal
Bond $78,556; and Alleghany/Chicago Trust Money Market Fund, $1,026,684.

Investment Adviser

Chicago Trust is located at 171 North Clark Street, Chicago, Illinois
60601. Chicago Trust 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.

Chicago Trust, an Illinois trust company is indirectly wholly-owned by
Alleghany Corporation which is located at Park Avenue Plaza, New York City, New
York 10055. Alleghany Corporation is engaged through its subsidiaries in the
business of title insurance, reinsurance, other financial services and
industrial minerals.

<PAGE>

Set forth below are the names and principal occupations of the
principal executive officer and each director of the Investment Advisor. The
address of each as it relates to his or her duties with the Investment Advisor
is the same as that of the Investment Advisor.
<TABLE>
<CAPTION>
<S> <C> <C>
- ---------------------------- --------------------------- -----------------------------------------------------------
NAME TITLE/POSITION OTHER BUSINESS
- ---------------------------- --------------------------- -----------------------------------------------------------
- ---------------------------- --------------------------- -----------------------------------------------------------
Richard P. Toft Director Director and Chairman, Chicago Title and Trust Company;
Director, Chairman and Chief Executive Officer, Alleghany
Asset Management, Inc.; Director of Chicago Title
Insurance Co., Director, The Chicago Trust Company;
Director, Liberty Property Trust

- ---------------------------- --------------------------- -----------------------------------------------------------
- ---------------------------- --------------------------- -----------------------------------------------------------
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, The 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;
Director, Lincoln National Corporation.

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

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

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

Information concerning each officer of the Company who is also an
officer, employee, director or shareholder of the Investment Advisor is set
forth under Proposal No. 1.

Approval of Agreements

A condition of terminating the Amended and Restated Guaranty
Agreement with respect to a Fund is that the Fund's existing investment advisory
agreement with Chicago Trust be approved by the shareholders of that Fund. At a
Board Meeting on March 18, 1999, the Trustees, including separately all of the
independent Trustees, unanimously approved submitting the existing Investment
Advisory Agreements with Chicago Trust to the shareholders of the respective
Funds for approval in order to satisfy the condition for terminating the Amended
and Restated Guaranty Agreement.

Required Vote

The shareholders of each Fund will consider this proposal separately.
Approval of this proposal with respect to each Fund requires a Majority Vote of
the shareholders of that Fund. If the Advisory Agreement is not approved by the
shareholders of a Fund, the Guaranty Agreement will continue with respect to
that Fund and its Investment Advisory Agreement.

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE APPROVAL OF THE
INVESTMENT ADVISORY AGREEMENTS.

SUBMISSION OF SHAREHOLDER PROPOSALS

Under Delaware law, the Company is not required to hold annual
shareholder meetings, but it will hold special meetings as required or deemed
desirable, or upon request by holders of 10% of the Company's shares. Since the
Company does not hold regular meetings of shareholders, the anticipated date of
the next special shareholder meeting cannot be provided. Any shareholder who
wishes to submit a proposal for consideration at a subsequent shareholders'
meeting should submit the proposal promptly to the Company. Any proposal to be
considered for submission to shareholders must comply with Rule 14a-8 under the
Securities Exchange Act of 1934.

OTHER MATTERS TO COME BEFORE THE MEETING

The Board of Trustees is not aware of any matters that will be
presented for action at the Special Meeting other than the matters set forth
herein. Should any other matters requiring a vote of shareholders arise, the
proxy in the accompanying form will confer upon the person or persons entitled
to vote the shares represented by such proxy the discretionary authority to vote
matters in accordance with their best judgment.

<PAGE>

INVESTMENT ADVISORS, DISTRIBUTOR AND ADMINISTRATOR

Set forth below are each Fund's Investment Advisors, distributor and
administrator and their business addresses:

INVESTMENT ADVISORS

The Chicago Trust Company Montag & Caldwell, Inc.
171 North Clark Street 3343 Peachtree Road, NE, Suite 1100
Chicago, IL 60601-3294 Atlanta, GA 30326-1022

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

ADMINISTRATOR DISTRIBUTOR

The Chicago Trust Company First Data Distributors, Inc.
171 North Clark Street 4400 Computer Drive
Chicago, IL 60601-3294 Westborough, MA 01581

May 14, 1999

<PAGE>

SCHEDULE A

ALLEGHANY/MONTAG & CALDWELL GROWTH FUND
Class N

Shareowners Shares Owned Percentage Owned

Charles Schwab & Co., Inc. $13,555,822.618 29.62%
Special Custody Account
Exclu of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104

Miter & Co. $7,453,347.270 16.28%
M&I Trust co/Outsourcing
P.O. Box 2977
Milwaukee, WI 53202-2977

MONTAG & CALDWELL GROWTH FUND
Class I

Shareowners Shares Owned Percentage Owned

Miter & Co. 4,855,777.794 13.85%
M&I Trust co/Outsourcing
P.O. Box 2977
Milwaukee, WI 53202-2977

Bancorp South Bank 1,915,935.899 5.47%
c/o Trust
P.O. Box 1605
Jackson, MS 39215-1605

Bancorp South Bank 1,868,164.805 5.33%
c/o Trust
P.O. Box 1605
Jackson, MS 39215-1605

<PAGE>

ALLEGHANY/CHICAGO TRUST GROWTH & INCOME FUND

Shareowners Shares Owned Percentage Owned

Miter & Co. 14,599,940.678 80.76%
M&I Trust co/Outsourcing
P.O. Box 2977
Milwaukee, WI 53202-2977

Charles Schwab & Co. Inc. 916,596.050 5.07%
Special Custody Acct for
Exclu of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104

ALLEGHANY/CHICAGO TRUST TALON FUND

Shareowners Shares Owned Percentage Owned

Miter & Co. 113,800.273 7.67%
M&I Trust co/Outsourcing
P.O. Box 2977
Milwaukee, WI 53202-2977

ALLEGHANY/CHICAGO TRUST BALANCED FUND

Shareowners Shares Owned Percentage Owned

Miter & Co.
M&I Trust co/Outsourcing 20,066,160.409 94.78%
P.O. Box 2977
Milwaukee, WI 53202-2977

ALLEGHANY/MONTAG & CALDWELL BALANCED FUND
Class N

Shareowners Shares Owned Percentage Owned

Miter & Co.
M&I Trust co/Outsourcing 3,728,046.052 50.06%
P.O. Box 2977
Milwaukee, WI 53202-2977

Charles Schwab & Co. Inc. 414,166.445 5.56%
Special Custody Acct for Exclu
of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104

MONTAG & CALDWELL BALANCED FUND
Class I

Shareowners Shares Owned Percentage Owned

American Express Trust Company 874,990.657 25.86%
FBO American EX TR RET Services
U/A DTD 1/1/98
Attn: Chris Hunt N10/996
P.O. Box 534
Minneapolis, MN 55422

Huntington Trust Co. 592,946.616 17.52%
FBO Diocese of Covington
Attn: Mutual Funds
P.O. Box 1558
Columbus, OH 43260

BNY Western Trust Company CUS 548,787,553 16.22%
Columbia River Logscalers Pension
Two Union Square Ste 520
601 Union Street
Seattle, WA 98121-2321

BT Alex Brown Incorporated 406,749.168 12.02%
FBO 259-10878-18
P.O. Box 1346
Baltimore, MD 21203

BT Alex Brown Incorporated 316,692.836 9.36%
FBO 259-88036-10
P.O. Box 1346
Baltimore, MD 21203

BT Alex Brown Incorporated 306,430.123 9.06%
FBO 246-88035-11
P.O. Box 1346
Baltimore, MD 21203

ALLEGHANY/CHICAGO TRUST MUNICIPAL BOND FUND

Shareowners Shares Owned Percentage Owned

Davis & Company 1,287,113.453 75.76%
Attn: Marshall & Ilsley Trust Co.
c/o M&I Trust co/Outsourcing
P.O. Box 2977
Milwaukee, WI 53202-2977

Stuart D. Bilton 113,446.138 6.94%
and Bette E. Bilton
JT Ten
72 Brinker Road
Barrington, IL 60010

Maxine Jackson LP 85,858.662 5.25%
A Georgia Limited Partnership
c/o Henry D. Jackson Sole General
890 Auburn Road NE
Dacula, GA 30019

ALLEGHANY/CHICAGO TRUST MONEY MARKET FUND

Shareowners Shares Owne Percentage Owned

Davis & Company 222,418,495.950 73.95%
c/o Marshall & Ilsley Trust Co.
c/o M&I Trust co/Outsourcing
P.O. Box 2977
Milwaukee, WI 53202-2977

ALLEGHANY/CHICAGO TRUST BOND FUND

Shareowners Shares Owned Percentage Owned

Miter & Co. 12,569,522.610 78.13%
M&I Trust co/Outsourcing
P.O. Box 2977
Milwaukee, WI 53202-2977

Davis & Company 1,645,809.501 10.23%
c/o Marshall & Ilsley Trust Co.
c/o M&I Trust co/Outsourcing
P.O. Box 2977
Milwaukee, WI 53202-2977

<PAGE>

ALLEGHANY/CHICAGO TRUST SMALL CAP VALUE FUND

Shareowners Shares Owned Percentage Owned

Miter & Co. 3,046,626.332 75.03%
M&I Trust co/Outsourcing
c/o Marshall & Ilsley Trust Co.
P.O. Box 2977
Milwaukee, WI 53202-2977

Charles Schwab & Co., Inc. 443,027.445 10.91%
Special Custody Account for
Exclu of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104

Davis & Company 214,592.275 5.28%
c/o Marshall & Ilsley Trust Co.
c/o M&I Trust co/Outsourcing
P.O. Box 2977
Milwaukee, WI 53202-2977

ALLEGHANY/VEREDUS AGGRESSIVE GROWTH FUND

Shareowners Shares Owned Percentage Owned

Miter & Co. 725,567.008 31.05%
M&I Trust co/Outsourcing
P.O. Box 2977
Milwaukee, WI 53202-2977

Family Physician Associates PSC 142,142.131 6.08%
James R. Smith David W. Wallace
David A Jones Edward L. Sames TT
515 Hospital Drive
Shelbyville, KY 40065

<PAGE>

ALLEGHANY/MONTAG & CALDWELL GROWTH FUND - CLASS N SHARES
PROXY SOLICITED BY THE BOARD OF TRUSTEES
MONTAG & CALDWELL GROWTH FUND - CLASS I SHARES
A SERIES OF ALLEGHANY FUNDS

THE UNDERSIGNED HEREBY APPOINTS GAIL A. HANSON AND LAURA HLADE, AND EACH OF
THEM, AS PROXIES, EACH WITH THE POWER TO APPOINT HER SUBSTITUTE, AND HEREBY
AUTHORIZES THEM TO REPRESENT AND TO VOTE, ALL SHARES OF ALLEGHANY/MONTAG &
CALDWELL GROWTH FUND - CLASS N SHARES AND MONTAG & CALDWELL GROWTH FUND - CLASS
I SHARES OF ALLEGHANY FUNDS HELD OF RECORD BY THE UNDERSIGNED ON APRIL 19, 1999,
AT THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 17, 1999 AND ANY
ADJOURNMENTS THEREOF.

BY SIGNING AND DATING THE LOWER PORTION OF THIS CARD, YOU AUTHORIZE THE PROXIES
TO VOTE EACH PROPOSAL AS MARKED, OR IF NOT MARKED TO VOTE "FOR" EACH PROPOSAL,
AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY PROPERLY COME BEFORE
THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING PLEASE
COMPLETE AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE. THE UNDERSIGNED
HEREBY REVOKES ANY PROXY PREVIOUSLY GIVEN.

Date

Please sign name or names as printed on proxy to authorize the
voting of your shares as indicated. Where shares are registered
with joint owners all joint owners should sign. Persons signing
as executors, administrators, trustees, etc. should so indicate.

Signature(s) (Capacity, if applicable)

<PAGE>

PROXY
ALLEGHANY FUNDS

Special Meeting of Shareholders to be held June
17, 1999 Alleghany/Montag & Caldwell Growth
Fund - Class N Shares
Montag & Caldwell Growth Fund - Class I Shares
171 North Clark Street, Chicago, Illinois 60601

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholders. If no direction is made this proxy will be voted
FOR proposals 1 and 2.

Please vote by filling in the boxes below

1. To consider and act upon the election of 4 additional Trustees of Alleghany
Funds to serve until their successors are elected and qualified.

FOR |_| WITHHELD |_|

Dorothea C. Gilliam Robert B. Scherer
Robert Kushner Denis Springer

Shareholders may withhold their vote for any nominee(s) by writing that nominee
or nominees name(s) in the space provided below.

2. To approve or disapprove proposed changes to Alleghany/Montag &
Caldwell Growth Fund's investment objective.

FOR |_| AGAINST |_| ABSTAIN |_|

<PAGE>

ALLEGHANY/MONTAG & CALDWELL BALANCED FUND - CLASS N SHARES
PROXY SOLICITED BY THE BOARD OF TRUSTEES
MONTAG & CALDWELL BALANCED FUND - CLASS I SHARES
A SERIES OF ALLEGHANY FUNDS

THE UNDERSIGNED HEREBY APPOINTS GAIL A. HANSON AND LAURA HLADE, AND EACH OF
THEM, AS PROXIES, EACH WITH THE POWER TO APPOINT HER SUBSTITUTE, AND HEREBY
AUTHORIZES THEM TO REPRESENT AND TO VOTE, ALL SHARES OF ALLEGHANY/MONTAG &
CALDWELL BALANCED FUND - CLASS N SHARES AND MONTAG & CALDWELL BALANCED FUND -
CLASS I SHARES OF ALLEGHANY FUNDS HELD OF RECORD BY THE UNDERSIGNED ON APRIL 19,
1999, AT THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 17, 1999 AND ANY
ADJOURNMENTS THEREOF.

Date

Signature(s) (Capacity, if applicable)

<PAGE>

PROXY
ALLEGHANY FUNDS

Special Meeting of Shareholders to be held June
17, 1999 Alleghany/Montag & Caldwell Balanced
Fund - Class N Shares
Montag & Caldwell Balanced Fund - Class I Shares
171 North Clark Street, Chicago, Illinois 60601

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholders. If no direction is made this proxy will be voted
FOR proposals 1 and 2.

Please vote by filling in the boxes below

1. To consider and act upon the election of 4 additional Trustees of Alleghany
Funds to serve until their successors are elected and qualified.

FOR |_| WITHHELD |_|

Dorothea C. Gilliam Robert B. Scherer
Robert Kushner Denis Springer

Shareholders may withhold their vote for any nominee(s) by writing that nominee
or nominees name(s) in the space provided below.

2. To approve or disapprove proposed changes to Alleghany/Montag & Caldwell
Balanced Fund's investment objective.

FOR |_| AGAINST |_| ABSTAIN |_|

<PAGE>

ALLEGHANY/CHICAGO TRUST MONEY MARKET FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
A SERIES OF ALLEGHANY FUNDS

THE UNDERSIGNED HEREBY APPOINTS GAIL A. HANSON AND LAURA HLADE, AND EACH OF
THEM, AS PROXIES, EACH WITH THE POWER TO APPOINT HER SUBSTITUTE, AND HEREBY
AUTHORIZES THEM TO REPRESENT AND TO VOTE, ALL SHARES OF ALLEGHANY/CHICAGO TRUST
MONEY MARKET FUND OF ALLEGHANY FUNDS HELD OF RECORD BY THE UNDERSIGNED ON APRIL
19, 1999, AT THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 17, 1999 AND
ANY ADJOURNMENTS THEREOF.

Date

Signature(s) (Capacity, if applicable)

<PAGE>

PROXY
ALLEGHANY FUNDS

Special Meeting of Shareholders to be held June 17, 1999
Alleghany/Chicago Trust Money Market Fund
171 North Clark Street, Chicago, Illinois 60601

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholders. If no direction is made this proxy will be voted
FOR proposals 1 and 2.

Please vote by filling in the boxes below

1. To consider and act upon the election of 4 additional Trustees of
Alleghany Funds to serve until their successors are elected and qualified

FOR |_| WITHHELD |_|
.

Dorothea C. Gilliam Robert B. Scherer
Robert Kushner Denis Springer

Shareholders may withhold their vote for any nominee(s) by writing that nominee
or nominees name(s) in the space provided below.

2. To approve or disapprove the existing investment advisory agreement
between Chicago Trust Company and Alleghany/Chicago Trust Money Market
Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

<PAGE>

ALLEGHANY/CHICAGO TRUST GROWTH & INCOME FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
A SERIES OF ALLEGHANY FUNDS

THE UNDERSIGNED HEREBY APPOINTS GAIL A. HANSON AND LAURA HLADE, AND EACH OF
THEM, AS PROXIES, EACH WITH THE POWER TO APPOINT HER SUBSTITUTE, AND HEREBY
AUTHORIZES THEM TO REPRESENT AND TO VOTE, ALL SHARES OF ALLEGHANY/CHICAGO TRUST
GROWTH & INCOME FUND OF ALLEGHANY FUNDS HELD OF RECORD BY THE UNDERSIGNED ON
APRIL 19, 1999, AT THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 17,
1999 AND ANY ADJOURNMENTS THEREOF.

Signature(s) (Capacity, if applicable)

<PAGE>

PROXY
ALLEGHANY FUNDS

Special Meeting of Shareholders to be held June 17, 1999
Alleghany/Chicago Trust Growth & Income Fund
171 North Clark Street, Chicago, Illinois 60601

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholders. If no direction is made this proxy will be voted
FOR proposals 1,2 and 3.

Please vote by filling in the boxes below

1. To consider and act upon the election of 4 additional Trustees of
Alleghany Funds to serve until their successors are elected and qualified

FOR |_| WITHHELD |_|
.

Dorothea C. Gilliam Robert B. Scherer
Robert Kushner Denis Springer

Shareholders may withhold their vote for any nominee(s) by writing that nominee
or nominees name(s) in the space provided below.

2. To approve or disapprove proposed changes to Alleghany/Chicago Trust
Growth & Income Fund's investment objective.

FOR |_| AGAINST |_| ABSTAIN |_|

3. To approve or disapprove the existing investment advisory agreement
between Chicago Trust Company and Alleghany/Chicago Trust Growth &
Income Fund

FOR |_| AGAINST |_| ABSTAIN |_|
.

<PAGE>

ALLEGHANY/CHICAGO TRUST TALON FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
A SERIES OF ALLEGHANY FUNDS

THE UNDERSIGNED HEREBY APPOINTS GAIL A. HANSON AND LAURA HLADE, AND EACH OF
THEM, AS PROXIES, EACH WITH THE POWER TO APPOINT HER SUBSTITUTE, AND HEREBY
AUTHORIZES THEM TO REPRESENT AND TO VOTE, ALL SHARES OF ALLEGHANY/CHICAGO TRUST
TALON FUND OF ALLEGHANY FUNDS HELD OF RECORD BY THE UNDERSIGNED ON APRIL 19,
1999, AT THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 17, 1999 AND ANY
ADJOURNMENTS THEREOF.

Date

Signature(s) (Capacity, if applicable)

<PAGE>

PROXY
ALLEGHANY FUNDS

Special Meeting of Shareholders to be held June 17, 1999
Alleghany/Chicago Trust Talon Fund
171 North Clark Street, Chicago, Illinois 60601

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholders. If no direction is made this proxy will be voted
FOR proposals 1,2 and 3.

Please vote by filling in the boxes below

1. To consider and act upon the election of 4 additional Trustees of
Alleghany Funds to serve until their successors are elected and
qualified.

FOR |_| WITHHELD |_|

Dorothea C. Gilliam Robert B. Scherer
Robert Kushner Denis Springer

Shareholders may withhold their vote for any nominee(s) by writing that nominee
or nominees name(s) in the space provided below.

2. To approve or disapprove proposed changes to Alleghany/Chicago Trust Talon
Fund's investment objective.

FOR |_| AGAINST |_| ABSTAIN |_|

3. To approve or disapprove the existing investment advisory agreement between
Chicago Trust Company and Alleghany/Chicago Trust Talon Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

<PAGE>

ALLEGHANY/CHICAGO TRUST BALANCED FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
A SERIES OF ALLEGHANY FUNDS

THE UNDERSIGNED HEREBY APPOINTS GAIL A. HANSON AND LAURA HLADE, AND EACH OF
THEM, AS PROXIES, EACH WITH THE POWER TO APPOINT HER SUBSTITUTE, AND HEREBY
AUTHORIZES THEM TO REPRESENT AND TO VOTE, ALL SHARES OF ALLEGHANY/CHICAGO TRUST
BALANCED FUND OF ALLEGHANY FUNDS HELD OF RECORD BY THE UNDERSIGNED ON APRIL 19,
1999, AT THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 17, 1999 AND ANY
ADJOURNMENTS THEREOF.

Date

Signature(s) (Capacity, if applicable)

<PAGE>

PROXY
ALLEGHANY FUNDS

Special Meeting of Shareholders to be held June 17, 1999
Alleghany/Chicago Trust Balanced Fund
171 North Clark Street, Chicago, Illinois 60601

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholders. If no direction is made this proxy will be voted
FOR proposals 1,2 and 3.

Please vote by filling in the boxes below

1. To consider and act upon the election of 4 additional Trustees of
Alleghany Funds to serve until their successors are elected and
qualified.

FOR |_| WITHHELD |_|

Dorothea C. Gilliam Robert B. Scherer
Robert Kushner Denis Springer

Shareholders may withhold their vote for any nominee(s) by writing that nominee
or nominees name(s) in the space provided below.

2. To approve or disapprove proposed changes to Alleghany/Chicago Trust
Balanced Fund's investment objective.

FOR |_| AGAINST |_| ABSTAIN |_|

3. To approve or disapprove the existing investment advisory agreement
between Chicago Trust Company and Alleghany/Chicago Trust Balanced Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

<PAGE>

ALLEGHANY/CHICAGO TRUST BOND FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
A SERIES OF ALLEGHANY FUNDS

THE UNDERSIGNED HEREBY APPOINTS GAIL A. HANSON AND LAURA HLADE, AND EACH OF
THEM, AS PROXIES, EACH WITH THE POWER TO APPOINT HER SUBSTITUTE, AND HEREBY
AUTHORIZES THEM TO REPRESENT AND TO VOTE, ALL SHARES OF ALLEGHANY/CHICAGO TRUST
BOND FUND OF ALLEGHANY FUNDS HELD OF RECORD BY THE UNDERSIGNED ON APRIL 19,
1999, AT THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 17, 1999 AND ANY
ADJOURNMENTS THEREOF.

Date

Signature(s) (Capacity, if applicable)

<PAGE>

PROXY
ALLEGHANY FUNDS

Special Meeting of Shareholders to be held June 17, 1999
Alleghany/Chicago Trust Bond Fund
171 North Clark Street, Chicago, Illinois 60601

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholders. If no direction is made this proxy will be voted
FOR proposals 1,2 and 3.

Please vote by filling in the boxes below

1. To consider and act upon the election of 4 additional Trustees of
Alleghany Funds to serve until their successors are elected and
qualified.

FOR |_| WITHHELD |_|

Dorothea C. Gilliam Robert B. Scherer
Robert Kushner Denis Springer

Shareholders may withhold their vote for any nominee(s) by writing that nominee
or nominees name(s) in the space provided below.

2. To approve or disapprove proposed changes to Alleghany/Chicago Trust Bond
Fund's investment objective.

FOR |_| AGAINST |_| ABSTAIN |_|

3. To approve or disapprove the existing investment advisory agreement
between Chicago Trust Company and Alleghany/Chicago Trust Bond Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

<PAGE>

ALLEGHANY/CHICAGO TRUST MUNICIPAL BOND FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
A SERIES OF ALLEGHANY FUNDS

THE UNDERSIGNED HEREBY APPOINTS GAIL A. HANSON AND LAURA HLADE, AND EACH OF
THEM, AS PROXIES, EACH WITH THE POWER TO APPOINT HER SUBSTITUTE, AND HEREBY
AUTHORIZES THEM TO REPRESENT AND TO VOTE, ALL SHARES OF ALLEGHANY/CHICAGO TRUST
MUNICIPAL BOND FUND OF ALLEGHANY FUNDS HELD OF RECORD BY THE UNDERSIGNED ON
APRIL 19, 1999, AT THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 17,
1999 AND ANY ADJOURNMENTS THEREOF.

Date

Signature(s) (Capacity, if applicable)

<PAGE>

Meeting of Shareholders
Alleghany/Chicago Trust Municipal Bond Fund
171 North Clark Street, Chicago, Illinois 60601

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholders. If no direction is made this proxy will be voted
FOR proposals 1,2 and 3.

Please vote by filling in the boxes below

1. To consider and act upon the election of 4 additional Trustees of
Alleghany Funds to serve until their successors are elected and qualified.

FOR |_| WITHHELD |_|

Dorothea C. Gilliam Robert B. Scherer
Robert Kushner Denis Springer

Shareholders may withhold their vote for any nominee(s) by writing that nominee
or nominees name(s) in the space provided below.

2. To approve or disapprove proposed changes to Alleghany/Chicago Trust
Municipal Bond Fund's investment objective.

FOR |_| AGAINST |_| ABSTAIN |_|

3. To approve or disapprove the existing investment advisory agreement
between Chicago Trust Company and Alleghany/Chicago Trust Municipal Bond Fund.

FOR |_| AGAINST |_| ABSTAIN |_|

<PAGE>

ALLEGHANY/CHICAGO TRUST SMALL CAP VALUE FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
A SERIES OF ALLEGHANY FUNDS

THE UNDERSIGNED HEREBY APPOINTS GAIL A. HANSON AND LAURA HLADE, AND EACH OF
THEM, AS PROXIES, EACH WITH THE POWER TO APPOINT HER SUBSTITUTE, AND HEREBY
AUTHORIZES THEM TO REPRESENT AND TO VOTE, ALL SHARES OF ALLEGHANY/CHICAGO TRUST
SMALL CAP VALUE FUND OF ALLEGHANY FUNDS HELD OF RECORD BY THE UNDERSIGNED ON
APRIL 19, 1999, AT THE SPECIAL MEETING OF SHAREHOLDERS OF THE COMPANY TO BE HELD
ON JUNE 17, 1999 AND ANY ADJOURNMENTS THEREOF.

Date

Signature(s) (Capacity, if applicable)

<PAGE>

PROXY
ALLEGHANY FUNDS

Special Meeting of Shareholders to be held June 17, 1999
Alleghany/Chicago Trust Small Cap Value Fund
171 North Clark Street, Chicago, Illinois 60601

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholders. If no direction is made this proxy will be voted
FOR proposals 1 and 2.

Please vote by filling in the boxes below

1. To consider and act upon the election of 4 additional Trustees of
Alleghany Funds to serve until their successors are elected and
qualified.

FOR |_| WITHHELD |_|

Dorothea C. Gilliam Robert B. Scherer
Robert Kushner Denis Springer

Shareholders may withhold their vote for any nominee(s) by writing that nominee
or nominees name(s) in the space provided below.

2. To approve or disapprove proposed changes to Alleghany/Chicago Trust
Small Cap Value Fund's investment objective.

FOR |_| AGAINST |_| ABSTAIN |_|

<PAGE>

ALLEGHANY/VEREDUS AGGRESSIVE GROWTH FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
A SERIES OF ALLEGHANY FUNDS

THE UNDERSIGNED HEREBY APPOINTS GAIL A. HANSON AND LAURA HLADE, AND EACH OF
THEM, AS PROXIES, EACH WITH THE POWER TO APPOINT HER SUBSTITUTE, AND HEREBY
AUTHORIZES THEM TO REPRESENT AND TO VOTE, ALL SHARES OF ALLEGHANY/VEREDUS
AGGRESSIVE GROWTH FUND OF ALLEGHANY FUNDS HELD OF RECORD BY THE UNDERSIGNED ON
APRIL 19, 1999, AT THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 17,
1999 AND ANY ADJOURNMENTS THEREOF.

Signature(s) (Capacity, if applicable)

<PAGE>

PROXY
ALLEGHANY FUNDS

Special Meeting of Shareholders to be held June 17, 1999
Alleghany/Veredus Aggressive Growth Fund
171 North Clark Street, Chicago, Illinois 60601

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholders. If no direction is made this proxy will be voted
FOR proposals 1 and 2.

Please vote by filling in the boxes below

1. To consider and act upon the election of 4 additional Trustees of
Alleghany Funds to serve until their successors are elected and
qualified.

FOR |_| WITHHELD |_|

Dorothea C. Gilliam Robert B. Scherer
Robert Kushner Denis Springer

Shareholders may withhold their vote for any nominee(s) by writing that nominee
or nominees name(s) in the space provided below.

2. To approve or disapprove proposed changes to Alleghany/Veredus
Aggressive Growth Fund's investment objective.

FOR |_| AGAINST |_| ABSTAIN |_|