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:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] 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)
................................................Gerald F. Dillenburg..........
(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>
Dear Fellow Shareholder:
Enclosed for your review is a joint proxy statement that describes the proposals
that will be submitted to shareholders at a special shareholder meeting. Because
many of you own shares of more than one Alleghany Fund, a joint proxy statement
is being sent to you to reduce the preparation, printing, handling and postage
expenses that would be incurred if we sent out separate proxy statements for
each Fund.
Proposal One asks that you elect four additional members to the Board of
Trustees. The pages following Proposal One provide a brief description of each
nominee's background and current status, if any, with Alleghany Funds.
Proposal Two asks that you approve changes to each Fund's investment objective.
The proposed changes are intended to clarify the investment objectives by
removing the reference to certain strategies within each Fund's investment
objective. The table following Proposal Two illustrates the current and proposed
investment objectives.
For those of you in the Alleghany/Chicago Trust Funds (a list of which is in the
proxy statement), Proposal Three asks that you approve investment advisory
agreements between The Chicago Trust Company and Alleghany Funds. This approval
is required to eliminate a guaranty agreement that is in place with a former
related entity and is no longer needed or appropriate. A complete description of
this proposal is presented in the proxy statement.
The Board of Trustees recommends that you vote "FOR" each of these Proposals.
YOUR VOTE IS IMPORTANT! Please review the attached proxy statement carefully.
Enclosed is a separate proxy card for each Fund in which you are invested. We
ask that you complete, sign, date and return each proxy card as soon as possible
in the postage-paid envelope. Thank you for your attention and your vote with
regard to these important proposals. Please call shareholder services at (800)
992-8151 if you need more information.
Sincerely,
STUART D. BILTON
Stuart D. Bilton
Chairman
<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 Small Cap
Value Fund Alleghany/Veredus Aggressive Growth Fund Alleghany/Montag &
Caldwell Balanced Fund - Class N Montag & Caldwell Balanced Fund -
Class I Alleghany/Chicago Trust Balanced Fund Alleghany/Chicago Trust
Bond Fund Alleghany/Chicago Trust Municipal Bond Fund Alleghany/Chicago
Trust Money Market 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, 5th floor, Chicago,
Illinois on June 17, 1999 at 10:00 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 The Chicago Trust Company ("Chicago Trust") 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 20, 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 10:00 a.m. Central Time on June 17,
1999 at the offices of the Company, 171 North Clark Street, 5th floor, Chicago,
Illinois, 60601, and any adjournments thereof (the "Special Meeting"). A Notice
of Special Meeting and proxy card(s) 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 20, 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 (estimated to be approximately $15,000) 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 shareholders 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 6.95%.
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 in the 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.
Proposal Number Proposal Summary Fund(s)
<TABLE>
<CAPTION>
<S> <C> <C>
Proposal 1...................... To consider and act upon the All Funds
election of four (4) additional
(Shareholders of all Funds shall vote
together with Trustees of the Company to
serve respect to the election of Trustees)
until their successors are elected and
qualified.
Proposal 2...................... To approve or disapprove proposed Each Fund except Alleghany/Chicago Trust Money Market
changes to the investment Fund - (Shareholders of each Fund shall consider this
objective of each Fund. 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
and Alleghany/Chicago Trust Alleghany/Chicago Trust Bond Fund
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 Company. 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." SHARES/ PERCENTAGE BENEFICIALLY POSITION OWNED AS OF
WITH COMPANY PRINCIPAL OCCUPATIONS APRIL 19, 1999 NAME AND AGE FOR PAST FIVE
YEARS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Stuart D. Bilton* Chairman, Board Mr. Bilton is Chief Executive Officer of The *
Age 52 of Trustees Chicago Trust Company and President of Alleghany
171 North Clark Street (Chief Executive Asset Management, Inc. Previously, Mr. Bilton
Chicago, IL 60601 Officer) was an Executive Vice President with Chicago
Title and Trust Company. He is
a Director of Alleghany Asset
Management Inc., Montag and
Caldwell, Inc., Veredus Asset
Management LLC Blairlogie
Capital Management, the UICI
Companies, 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 -0- 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 -0-
Age 45 Nominee the Alleghany Corporation, the parent company of
171 North Clark Street Alleghany Asset Management, Inc. Previously,
Chicago, IL 60601 she was an Assistant Vice President of Chicago
Title and Trust Company and a former Trustee of
the Company. She is a chartered Financial
Analyst and a member of AIMR. She is a Director
of Armco Inc.
<PAGE>
SHARES/
PERCENTAGE BENEFICIALLY
POSITION OWNED AS OF
WITH COMPANY PRINCIPAL OCCUPATIONS APRIL 19, 1999
NAME AND AGE FOR PAST FIVE YEARS
Robert A. Kushner Trustee Mr. Kushner was a Vice President, Secretary and -0-
Age 63 Nominee General Counsel at Cyclops Industries, Inc.
30 Vernon Drive until his retirement in April 1992. He is
Pittsburgh, PA 15228 currently a Vice President, Board Member and
Chairman of Investment Committee and Co-Chairman
of Strategic Planning Committee of Pittsburgh
Dance Counsil.
<PAGE>
Gregory T. Mutz Trustee Mr. Mutz is President and Chief Executive -0-
Age 53 Officer of The UICI Companies and Chairman of
125 South Wacker Drive the Board of Excell Global Services. He is also
Suite 3100 Chairman of the Board of AMLI Residential
Chicago, IL 60606 Properties Trust (a 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., which provides consulting services
10010 Country Club Road to the title insurance industry. Previously, he
Woodstock, IL 60098 was a Senior Vice President - Strategy and
Development at Chicago Title and Trust Company
prior to October 1994
Nathan Shapiro Trustee Mr. Shapiro is the President of SF Investments, -0-
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. and DVI, Inc.
Denis Springer Trustee Mr. Springer is Senior Vice President and Chief -0-
Age 53 Nominee Financial Officer of Burlington Northern Santa
1700 E. Golf Road Fe Corporation.
3rd Floor
Schaumburg, IL 60173
</TABLE>
* Mr. Bilton owns 113,446.138 shares (6.95%) of Alleghany/Chicago Trust
Municipal Bond Fund. He owns 978,205.770 shares of Alleghany/Chicago Trust
Money Market Fund, 12,543.064 shares of Alleghany/Chicago Trust Growth &
Income Fund, 9,832.842 shares of Alleghany/Veredus Aggressive Growth Fund,
16,531.111 shares of Alleghany/Chicago Trust Small Cap Value Fund,
38,265.832 shares of Montag & Caldwell Growth Fund - Class I and 517.037
shares of Alleghany/Chicago Trust Bond Fund each of which is less than 1%
of the respective Fund.
** Mr. Scherer owns 517.782 shares of Alleghany/Chicago Trust Growth & Income
Fund and 433.467 shares of Alleghany/Montag & Caldwell Growth Fund - Class
N each of which is less than 1% of the respective Fund.
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
for
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.
<PAGE>
Principal Occupations
Positions and Other Affiliations
Name and Age With Company During the Past Five Years
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> <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, 1998, 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.
<PAGE>
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 are 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> <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 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.
- --------------------------------------- -------------------------------------- -------------------------------------------
<PAGE>
- --------------------------------------- ----------------------------------------- --------------------------------------------
Name of Fund Current Investment Objective Proposed Investment Objective
- --------------------------------------- ----------------------------------------- --------------------------------------------
- --------------------------------------- ----------------------------------------- --------------------------------------------
Alleghany/Chicago Trust Balanced Fund The Fund seeks
growth of capital with The Fund seeks
growth of capital current income by
investing in a with current income.
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 capital consistent with prudent risk of capital.
by investing primarily in
intermediate-term securities.
- --------------------------------------- ----------------------------------------- --------------------------------------------
- --------------------------------------- ----------------------------------------- --------------------------------------------
Alleghany/Chicago Trust Municipal The Fund seeks a high level of current The
Fund seeks a high level of current Bond Fund interest income exempt from federal
interest income exempt from federal income
income tax consistent with preservation
tax consistent with preservation of of
capital by investing primarily in
capital.
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
General
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 each has an investment advisory agreement with 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 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 the Guaranty Agreement is no longer needed or appropriate
and is asking shareholders of the Funds to approve the Investment Advisory
Agreements with Chicago Trust, thereby eliminating the Guaranty Agreement with
Chicago Title and Trust Company.
History
Chicago Title and Trust Company ("Chicago Title and Trust"), which
until 1998 was a wholly-owned subsidiary of Alleghany Corporation ("Alleghany"),
initially provided investment advisory services to the following Funds of the
Company: 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 Adviser, 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 believes it is no longer necessary
or appropriate to have the obligations and liabilities of Chicago Trust subject
to the Amended and Restated Guaranty Agreement.
<PAGE>
Advisory Agreements
The Investment Advisory Agreements for Alleghany/Chicago Trust Growth &
Income Fund, Alleghany/Chicago 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 or about 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 or
about September 21, 1995. The Investment Advisory Agreement for
Alleghany/Chicago Trust Talon Fund was dated August 27, 1994 and was approved by
the sole shareholder on or about 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, with assets under management in excess of $9 billion,
conducts a general financial services business in four areas: the institutional
investment management group manages equity and fixed income institutional
assets, 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 group facilitates
tax-deferred exchanges of income-producing real property.
Chicago Trust, an Illinois trust company, is indirectly wholly-owned by
Alleghany, which is headquartered in New York, New York. Alleghany Corporation
is engaged through its subsidiaries World Minerals Inc. and Underwriters
Reinsurance Company, in the businesses of industrial minerals and global
insurance and reinsurance. Alleghany also conducts a steel fastener importing
business through its Heads and Threads division.
<PAGE>
Set forth below are the names and principal occupations of the
principal executive officer and each director of the Investment Adviser. The
address of each as it relates to his or her duties with the Investment Adviser
is the same as that of the Investment Adviser.
<TABLE>
<CAPTION>
<S> <C> <C>
- ---------------------------- --------------------------- -----------------------------------------------------------
NAME TITLE/POSITION OTHER BUSINESS
- ---------------------------- --------------------------- -----------------------------------------------------------
- ---------------------------- --------------------------- -----------------------------------------------------------
- ---------------------------- --------------------------- -----------------------------------------------------------
- ---------------------------- --------------------------- -----------------------------------------------------------
Stuart D. Bilton Director Chief Executive Officer, Chicago Trust; President and
Director, Alleghany Asset Management Inc.
- ---------------------------- --------------------------- -----------------------------------------------------------
- ---------------------------- --------------------------- -----------------------------------------------------------
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.
- ---------------------------- --------------------------- -----------------------------------------------------------
- ---------------------------- --------------------------- -----------------------------------------------------------
David B. Cuming Director Senior Vice President and Chief Financial Officer of
Alleghany Corporation.
- ---------------------------- --------------------------- -----------------------------------------------------------
- ---------------------------- --------------------------- -----------------------------------------------------------
Robert M. Hart Director Senior Vice President, General Counsel and Secretary of
Alleghany Corporation.
- ---------------------------- --------------------------- -----------------------------------------------------------
<PAGE>
- ---------------------------- --------------------------- -----------------------------------------------------------
Jefferson W. Kirby Director Vice President of Alleghany Corporation.
- ---------------------------- --------------------------- -----------------------------------------------------------
- ---------------------------- --------------------------- -----------------------------------------------------------
Solon P. Patterson Director Chairman of Montag & Caldwell, Inc.
- ---------------------------- --------------------------- -----------------------------------------------------------
<PAGE>
- ---------------------------- --------------------------- -----------------------------------------------------------
NAME TITLE/POSITION OTHER BUSINESS
- ---------------------------- --------------------------- -----------------------------------------------------------
- ---------------------------- --------------------------- -----------------------------------------------------------
Robert E. Riley Director President and Chief Executive Officer of Kennedy
Enterprises, Inc.
- ---------------------------- --------------------------- -----------------------------------------------------------
- ---------------------------- --------------------------- -----------------------------------------------------------
Edward S. Bottum Managing Director of Chase Franklin Corporation.
- ---------------------------- --------------------------- -----------------------------------------------------------
</TABLE>
Information concerning each officer of the Company who is also an
officer, employee, director or shareholder of the Investment Adviser 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.
<PAGE>
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.
INVESTMENT ADVISERS, DISTRIBUTOR AND ADMINISTRATOR
As of the record date for this proxy, set forth below are the names and
addresses of Alleghany Funds' Investment Advisers, distributor and
administrator:
INVESTMENT ADVISERS
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 20, 1999
<PAGE>
SCHEDULE A
ALLEGHANY/MONTAG & CALDWELL GROWTH FUND
Class N
<TABLE>
<CAPTION>
<S> <C> <C>
Shareholders Shares OwnedPercentage Owned
Charles Schwab & Co., Inc. $13,555,822.618 29.62%
Special Custody Account
For Exclusive Benefit 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
Shareholders Shares OwnedPercentage 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 3,784,100.704 10.80%
c/o Trust
P.O. Box 1605
Jackson, MS 39215-1605
<PAGE>
ALLEGHANY/CHICAGO TRUST GROWTH & INCOME FUND
Shareholders Shares OwnedPercentage 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 Account
For Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
ALLEGHANY/CHICAGO TRUST TALON FUND
Shareholders Shares OwnedPercentage 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
Shareholders Shares OwnedPercentage 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
Shareholders Shares OwnedPercentage Owned
Miter & Co. 3,728,046.052 50.06%
M&I Trust Co/Outsourcing
P.O. Box 2977
Milwaukee, WI 53202-2977
Charles Schwab & Co. Inc. 414,166.445 5.56%
Special Custody Account
For Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
<PAGE>
MONTAG & CALDWELL BALANCED FUND
Class I
Shareholders Shares OwnedPercentage 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
<PAGE>
ALLEGHANY/CHICAGO TRUST MUNICIPAL BOND FUND
Shareholders Shares OwnedPercentage 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
171 North Clark Street
Chicago, IL 60601
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
Shareholders Shares OwnedPercentage 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
Shareholders Shares OwnedPercentage 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
Shareholders Shares OwnedPercentage 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 Exclusive Benefit 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
Shareholders Shares OwnedPercentage 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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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
</TABLE>
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 all proposals.
Please vote by filling in the box(es) below
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. To consider and act upon the election of 4 additional Trustees of Alleghany Funds FOR |_| WITHHELD|_|
to serve until their successors are elected and qualified (all Funds).
Dorothea C. Gilliam Robert B. Scherer
Robert A. Kushner Denis Springer
Shareholders may withhold their vote for any nominee(s) by writing that
nominee'(s) name(s) in the space provided below.
2. To approve or disapprove the proposed change to the investment objective of the Fund FOR |_| AGAINST |_| ABSTAIN |_|
(all Funds except the Alleghany/Chicago Trust Money Market Fund).
3. For the following Funds: 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.
To approve or disapprove the existing investment advisory agreement
between |_| |_| |_| Chicago Trust Company and the Fund listed on the
front of this card.
<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.
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 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 all proposals.
Please vote by filling in the box(es) below
1. To consider and act upon the election of 4 additional Trustees of Alleghany Funds FOR |_| WITHHELD|_|
to serve until their successors are elected and qualified (all Funds).
Dorothea C. Gilliam Robert B. Scherer
Robert A. Kushner Denis Springer
Shareholders may withhold their vote for any nominee(s) by writing that
nominee'(s) name(s) in the space provided below.
2. To approve or disapprove the proposed change to the investment objective of the Fund FOR |_| AGAINST |_| ABSTAIN |_|
(all Funds except the Alleghany/Chicago Trust Money Market Fund).
3. For the following Funds: 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.
To approve or disapprove the existing investment advisory agreement
between |_| |_| |_| Chicago Trust Company and the Fund listed on the
front of this card.
<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.
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/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 all proposals.
Please vote by filling in the box(es) below
1. To consider and act upon the election of 4 additional Trustees of Alleghany Funds FOR |_| WITHHELD|_|
to serve until their successors are elected and qualified (all Funds).
Dorothea C. Gilliam Robert B. Scherer
Robert A. Kushner Denis Springer
Shareholders may withhold their vote for any nominee(s) by writing that
nominee'(s) name(s) in the space provided below.
2. To approve or disapprove the proposed change to the investment objective of
the Fund
(all Funds except the Alleghany/Chicago Trust Money Market Fund). FOR |_| AGAINST |_| ABSTAIN |_|
3. For the following Funds: 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.
To approve or disapprove the existing investment advisory agreement
between |_| |_| |_| Chicago Trust Company and the Fund listed on the
front of this card.
<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.
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/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 all proposals.
Please vote by filling in the box(es) below
1. To consider and act upon the election of 4 additional Trustees of Alleghany Funds FOR |_| WITHHELD|_|
to serve until their successors are elected and qualified (all Funds).
Dorothea C. Gilliam Robert B. Scherer
Robert A. Kushner Denis Springer
Shareholders may withhold their vote for any nominee(s) by writing that
nominee'(s) name(s) in the space provided below.
2. To approve or disapprove the proposed change to the investment objective FOR |_| AGAINST |_| ABSTAIN |_|
of the Fund (all Funds except the Alleghany/Chicago Trust Money Market Fund).
3. For the following Funds: 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.
To approve or disapprove the existing investment advisory agreement
between |_| |_| |_| Chicago Trust Company and the Fund listed on the
front of this card.
<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.
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/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 all proposals.
Please vote by filling in the box(es) below
1. To consider and act upon the election of 4 additional Trustees of Alleghany Funds FOR |_| WITHHELD|_|
to serve until their successors are elected and qualified (all Funds).
Dorothea C. Gilliam Robert B. Scherer
Robert A. Kushner Denis Springer
Shareholders may withhold their vote for any nominee(s) by writing that
nominee'(s) name(s) in the space provided below.
2. To approve or disapprove the proposed change to the investment objective of the Fund FOR |_| AGAINST |_| ABSTAIN |_|
(all Funds except the Alleghany/Chicago Trust Money Market Fund).
3. For the following Funds: 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.
To approve or disapprove the existing investment advisory agreement
between |_| |_| |_| Chicago Trust Company and the Fund listed on the
front of this card.
<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.
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/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 all proposals.
Please vote by filling in the box(es) below
1. To consider and act upon the election of 4 additional Trustees of Alleghany Funds FOR |_| WITHHELD|_|
to serve until their successors are elected and qualified (all Funds).
Dorothea C. Gilliam Robert B. Scherer
Robert A. Kushner Denis Springer
Shareholders may withhold their vote for any nominee(s) by writing that
nominee'(s) name(s) in the space provided below.
2. To approve or disapprove the proposed change to the investment objective of the Fund FOR |_| AGAINST |_| ABSTAIN |_|
(all Funds except the Alleghany/Chicago Trust Money Market Fund).
3. For the following Funds: 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.
To approve or disapprove the existing investment advisory agreement
between |_| |_| |_| Chicago Trust Company and the Fund listed on the
front of this card.
<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.
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/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 all proposals.
Please vote by filling in the box(es) below
1. To consider and act upon the election of 4 additional Trustees of Alleghany Funds FOR |_| WITHHELD|_|
to serve until their successors are elected and qualified (all Funds).
Dorothea C. Gilliam Robert B. Scherer
Robert A. Kushner Denis Springer
Shareholders may withhold their vote for any nominee(s) by writing that
nominee'(s) name(s) in the space provided below.
2. To approve or disapprove the proposed change to the investment objective of the Fund FOR |_| GAINST |_| ABSTAIN |_|
(all Funds except the Alleghany/Chicago Trust Money Market Fund).
3. For the following Funds: 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.
To approve or disapprove the existing investment advisory agreement
between |_| |_| |_| Chicago Trust Company and the Fund listed on the
front of this card.
<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.
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>
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 all proposals.
Please vote by filling in the box(es) below
1. To consider and act upon the election of 4 additional Trustees of Alleghany Funds FOR |_| WITHHELD|_|
to serve until their successors are elected and qualified (all Funds).
Dorothea C. Gilliam Robert B. Scherer
Robert A. Kushner Denis Springer
Shareholders may withhold their vote for any nominee(s) by writing that
nominee'(s) name(s) in the space provided below.
2. To approve or disapprove the proposed change to the investment objective of the Fund FOR |_| AGAINST |_| ABSTAIN |_|
(all Funds except the Alleghany/Chicago Trust Money Market Fund).
3. For the following Funds: 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.
To approve or disapprove the existing investment advisory agreement
between |_| |_| |_| Chicago Trust Company and the Fund listed on the
front of this card.
<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.
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/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 all proposals.
Please vote by filling in the box(es) below
1. To consider and act upon the election of 4 additional Trustees of Alleghany Funds FOR |_| WITHHELD|_|
to serve until their successors are elected and qualified (all Funds).
Dorothea C. Gilliam Robert B. Scherer
Robert A. Kushner Denis Springer
Shareholders may withhold their vote for any nominee(s) by writing that
nominee'(s) name(s) in the space provided below.
2. To approve or disapprove the proposed change to the investment objective of the Fund FOR |_| AGAINST |_| ABSTAIN |_|
(all Funds except the Alleghany/Chicago Trust Money Market Fund).
3. For the following Funds: 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.
To approve or disapprove the existing investment advisory agreement
between |_| |_| |_| Chicago Trust Company and the Fund listed on the
front of this card.
<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.
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/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 all proposals.
Please vote by filling in the box(es) below
1. To consider and act upon the election of 4 additional Trustees of Alleghany Funds FOR |_| WITHHELD|_|
to serve until their successors are elected and qualified (all Funds).
Dorothea C. Gilliam Robert B. Scherer
Robert A. Kushner Denis Springer
Shareholders may withhold their vote for any nominee(s) by writing that
nominee'(s) name(s) in the space provided below.
2. To approve or disapprove the proposed change to the investment objective of the Fund FOR |_| AGAINST |_| ABSTAIN |_|
(all Funds except the Alleghany/Chicago Trust Money Market Fund).
3. For the following Funds: 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.
To approve or disapprove the existing investment advisory agreement
between |_| |_| |_| Chicago Trust Company and the Fund listed on the
front of this card.
</TABLE>
