ALLEGHANY FUNDS, 485APOS, 2000-09-15

ALLEGHANY FUNDS
485APOS, 2000-09-15

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As filed with the Securities and Exchange Commission on
September 15, 2000
Securities Act File No. 33-68666
Investment Company Act File No. 811-8004

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

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

Post-Effective Amendment No. 23 X
--
------

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 25 X
--
------

ALLEGHANY FUNDS
(Exact Name of Registrant as Specified in Charter)
171 North Clark Street
Chicago, Illinois 60601
(Address of Principal Executive Offices)

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

Name and Address of Agent for Service: Copies to:
Kenneth C. Anderson, President Cathy G. O'Kelly, Esq.
Alleghany Funds Vedder, Price, Kaufman & Kammholz
171 North Clark Street 222 North LaSalle Street
Chicago, Illinois 60601 Chicago, Illinois 60601

It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b); or
--------
on ________ pursuant to paragraph (b); or
--------
60 days after filing pursuant to paragraph (a)(1); or
--------
on ________ pursuant to paragraph (a)(1); or
--------
75 days after filing pursuant to paragraph (a)(2); or
--------
X on November 30, 2000 pursuant to paragraph (a)(2) of Rule 485
--------

[ALLEGHANY FUNDS LOGO]

CLASS N SHARES
Prospectus
EQUITY FUND

Large-Cap
Alleghany/TAMRO Large Cap Value Fund

Small-Cap
Alleghany/TAMRO Small Cap Fund

NOVEMBER 30, 2000

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

[ALLEGHANY FUNDS LOGO]

Thank you for your interest in Alleghany Funds. Alleghany Funds offers investors
a variety of investment opportunities. This prospectus pertains only to Class N
Shares of Alleghany/TAMRO Large Cap Value Fund and Alleghany/TAMRO Small Cap
Fund, members of the Alleghany Funds family. Please read this prospectus
carefully and keep it for future reference. For a list of terms with definitions
that you may find helpful as you read this prospectus, please refer to the
"Investment Terms" section.
------------------------------
Mutual fund shares are not bank deposits and are not guaranteed, endorsed or
insured by any financial institution, government entity or the Federal Deposit
Insurance Corporation (FDIC).
------------------------------
<TABLE>
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TABLE OF CONTENTS
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Page
FUND SUMMARIES
Investment Objectives, Principal Investment
Strategies and Risks 3
EQUITY FUNDS
Large-Cap 3
Alleghany/TAMRO Large Cap Value Fund 3
Small-Cap 4
Alleghany/TAMRO Small Cap Fund 4
FUND EXPENSES 5
INVESTMENT TERMS 6

MORE ABOUT THE FUNDS 7
OTHER INVESTMENT STRATEGIES 7

MANAGEMENT OF THE FUNDS 8
THE ADVISER 8
TAMRO Capital Partners LLC 8

SHAREHOLDER INFORMATION 9
OPENING AN ACCOUNT: BUYING SHARES 9
EXCHANGING SHARES 10
SELLING/REDEEMING SHARES 10
TRANSACTION POLICIES 13
ACCOUNT POLICIES AND DIVIDENDS 13
ADDITIONAL INVESTOR SERVICES 14
DISTRIBUTION PLAN 14
PORTFOLIO TRANSACTIONS AND BROKERAGE
COMMISSIONS 14

DIVIDENDS, DISTRIBUTIONS AND TAXES 15

FINANCIAL HIGHLIGHTS 16

GENERAL INFORMATION Back
Cover

</TABLE>

EQUITY FUND: LARGE-CAP

Alleghany/TAMRO Large Cap Value Fund

INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES
The portfolio manager invests at least 65% of the Fund's assets in common stocks
of improving quality, large capitalization U.S. companies. The portfolio manager
selects stocks based upon a range of financial criteria including: - Low
valuation relative to history and forecasted earnings growth rate - Improving
credit quality - Rising earnings estimates

PRINCIPAL RISKS OF INVESTING IN THIS FUND
MARKET RISK: A fund's share price can move down over the short term in response
to stock market conditions, changes in the economy and a particular company's
stock price change. An individual stock may decline in value even when stocks in
general are rising.

VALUE STOCK RISK: Value investing involves buying stocks that are out of favor
and/or undervalued in comparison to their peers or their prospects for growth.
Typically, their valuation levels are lower than growth stocks. Because
different types of stocks go out of favor with investors depending on market and
economic conditions, a fund's return may be adversely affected during market
downturns and when value stocks are out of favor.

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

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

FUND PERFORMANCE
The Fund commenced operations on November 30, 2000 and does not have any
performance history. Performance information will be included in the Fund's next
annual or semi-annual report.

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

EQUITY FUND: SMALL-CAP

Alleghany/TAMRO Small Cap Fund

INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES
The portfolio manager invests at least 65% of the Fund's assets in a blended
portfolio of growth and value stocks of small-capitalization companies. In
selecting securities, the portfolio manager looks for the following criteria: -
Above average earnings growth - Unrecognized valuation - High quality management
- Solid and improving fundamentals

PRINCIPAL RISKS OF INVESTING IN THIS FUND
MARKET RISK: A fund's share price can move down over the short term in response
to stock market conditions, changes in economy and a particular company's stock
price change. An individual stock may decline in value even when stocks in
general are rising.

SMALL-CAP COMPANY RISK: Investing in securities of small-cap companies may
involve greater risks than investing in larger, more established issuers.
Small-cap companies generally have limited product lines, markets and financial
resources. Their securities may trade less frequently and in more limited volume
than the securities of larger, more established companies. Also, small-cap
companies are typically subject to greater changes in earnings and business
prospects than larger companies.

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

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

GROWTH STOCK RISK: Growth investing involves buying stocks that have relatively
high price-to-earnings ratios and are expected to continue to experience strong
earnings growth. Growth stocks may be more volatile than other stocks because
they are generally more sensitive to investor perceptions and market moves.
Growth stocks may lack the dividends of value stocks that protect stock prices
in a falling market. During periods of growth stock underperformance, a fund's
performance may suffer.

PORTFOLIO TURNOVER RISK: Frequent trading of a fund's securities may result in a
higher than average level of capital gains and greater transaction costs of the
portfolio. A higher level of capital gains can result in more frequent
distributions with greater tax consequences. Greater transaction costs and
higher expenses as a result of portfolio turnover can negatively impact a fund's
performance.

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

Fund Expenses

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

SHAREHOLDER FEES
As a benefit of investing with the Funds, you do not incur any sales loads or
exchange fees, and generally no redemption fees.

However, if you redeem shares by wire, $20 will be deducted from the amount
redeemed.

ANNUAL FUND OPERATING EXPENSES
Operating expenses are the normal costs of operating any mutual fund. These
expenses are not charged directly to investors. They are paid from a fund's
assets and are expressed as an expense ratio, which is a percentage of average
net assets.
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DISTRIBUTION TOTAL ANNUAL NET
MANAGEMENT (12B-1) OTHER FUND OPERATING FEE EXPENSE
FEE AND EXPENSE TABLE FEE FEE EXPENSES EXPENSES WAIVER* RATIO
Alleghany/TAMRO Large Cap Value Fund 0.80% 0.25 % 0.90% 1.95% 0.75% 1.20%
Alleghany/TAMRO Small Cap Fund 0.90% 0.25 % 0.90% 2.05% 0.75% 1.30%
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* The ratios shown above reflect estimated expenses for Alleghany/TAMRO Large
Cap Value Fund and Alleghany/TAMRO Small Cap Fund for the current fiscal year.
The above table reflects the Adviser's contractual undertaking to waive
management fees and/or reimburse expenses exceeding the limits shown. The
Adviser is contractually obligated to reimburse expenses for one year at the
rates shown in the table.
EXAMPLE

This hypothetical example shows the operating expenses you would incur as a
shareholder if you invested $10,000 in the Funds over the time periods shown,
and you redeem all your shares at the end of the period. The example assumes you
reinvested all dividends and distributions, that the average annual return was
5% and that operating expenses remain the same. The example is for comparison
purposes only and does not represent a fund's actual or future expenses and
returns.

FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Alleghany/TAMRO Large Cap Value Fund $122 $540 N/A N/A
Alleghany/TAMRO Small Cap Fund $132 $570 N/A N/A

Investment Terms

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

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

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

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

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

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

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

MANAGEMENT FEE. The amount that a mutual fund pays to the investment adviser for
its services.

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

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

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

RISK/REWARD TRADE-OFF. The principle that an investment must offer higher
potential returns as compensation for the likelihood of increased volatility.

SMALL-CAP STOCKS. Stocks issued by smaller companies. Alleghany Funds defines a
small-cap company as one with a market capitalization and/or market float of
less than $1.5 billion, which approximates the size of the largest company in
the Russell 2000 Index. The Russell 2000 is a widely recognized, unmanaged index
of common stocks of the 2,000 smallest companies in the U.S.

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

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

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

More About the Funds

OTHER INVESTMENT STRATEGIES
In addition to the primary investment strategies described in the fund summary,
there may be times when the Funds use secondary investment strategies in seeking
to achieve investment objectives. These strategies, which may involve additional
risks, include ADRs/EDRs, commercial paper, convertible securities, debentures,
derivatives, preferred stocks, repurchase agreements, Rule 144A securities and
U.S. government securities.

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

COMMERCIAL PAPER
Commercial paper are short-term fixed income securities issued by banks,
corporations and other borrowers.

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

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

DERIVATIVES
The Funds may invest in derivatives to limit risk in the portfolios or enhance
investment return. Derivatives have a return tied to a formula based upon an
interest rate, index, price of a security, or other measurement. Derivatives
include options, futures, forward contracts and related products.

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

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

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

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

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

DEFENSIVE STRATEGY RISK
There may be times when the Funds take temporary positions that may not achieve
their investment objectives or follow their principal investment strategies for
defensive reasons. This includes investing all or a portion of their total
assets in cash or cash equivalents, such as money market securities and
repurchase agreements. Although the Funds would do this in seeking to avoid
losses, following a defense strategy could reduce the benefit from any market
upswings.

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

Management of the Funds

THE ADVISER
The Funds have an Adviser that provides management services. The Adviser is paid
an annual management fee by each Fund for its services based on the average
daily net assets of the Fund. The accompanying information highlights each Fund
and its lead portfolio manager and investment experience and the management fee
paid by each Fund.

TAMRO CAPITAL PARTNERS LLC
TAMRO Capital Partners LLC is the Adviser to ALLEGHANY/ TAMRO LARGE CAP VALUE
FUND and ALLEGHANY/TAMRO SMALL CAP FUND. TAMRO is located at 1660 Duke Street,
Alexandria, VA 22314. TAMRO was founded in 2000 and is a subsidiary of Alleghany
Asset Management.
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FUND NAME PORTFOLIO MANAGER INVESTMENT EXPERIENCE
Alleghany/TAMRO Phillip Tasho, CFA Portfolio Manager since the Funds' inception in November
Large Cap Value Fund 2000; Chief Investment Officer of TAMRO Capital Partners
LLC. He leads the team that is responsible for the
day-to-day management of the Funds.
Alleghany/TAMRO Most recently, Mr. Tasho served as Chief Executive Officer
Small Cap Fund and Chief Investment Officer of Riggs Investment Management
Corp. (RIMCO), from
1995 to 2000. Other
experience includes
Vice President of
Shawmut Investment
Advisors, from 1994 to
1995 Senior Portfolio
Manager and Director
of Research for Sovran
Bank, Vice President
and Director of
Research for ASB
Capital Management,
and Trust Investment
Officer for First
American Bank. He has
20 years of investment
management experience.
He received his MBA
from George Washington
University. He is a
Chartered Financial
Analyst.

FUND NAME MANAGEMENT FEE
Alleghany/TAMRO Large Cap Value Fund 0.80%
Alleghany/TAMRO Small Cap Fund 0.90%

8
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Shareholder Information

OPENING AN ACCOUNT

- Read this prospectus carefully.
- Determine how much you want to invest. The minimum initial investments for
each Fund are as follows:
-- Regular accounts: $2,500
-- Individual Retirement Accounts (IRAs): $500
-- Uniform Gift to Minor Accounts/Uniform Transfer to Minor Accounts
(UGMA/UTMA) (custodial accounts for minors): $500
-- Automatic Investment Plan (any type of account): We waive the initial
investment minimum to open an account and the monthly investment minimum is
$50.
- Complete the account application and carefully follow the instructions. If you
have any questions, please call 800 992-8151. Remember to complete the
"Purchase, Exchange and Redemption Authorization" section of the account
application to establish your account privileges. You can avoid the delay and
inconvenience of having to request these in writing at a later date.
- Make your initial investment using the following table as a guideline.
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BUYING SHARES TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT ($50 MINIMUM)
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BY MAIL - Complete and sign your - Return the investment slip from a statement with
your application. check in the envelope provided
and mail to us at the address at the left.
ALLEGHANY FUNDS - Make your check payable to
P.O. BOX 5164 Alleghany Funds and mail to us - We accept checks, bank drafts, money orders and wires
WESTBOROUGH, MA 01581 at the address at the left. and ACH for purchases (see "Other Features" on p. 12).
Checks must be drawn on U.S. banks.
- We accept checks, bank drafts There is a $20 charge for returned checks.
and money orders for purchases.
Checks must be drawn on U.S. - Give the following wire/ACH information to your bank:
banks to avoid any fees or Boston Safe Deposit & Trust
delays in processing your check. ABA #01-10-01234
- We do not accept third party For: Alleghany Funds
checks, which are checks made A/C 140414
payable to someone other than FBO "Alleghany Fund Number"
the Fund. "Your Account Number"

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

BY PHONE - Obtain a fund number and account - Verify that your bank or credit union is a member of the
by calling Alleghany Funds at ACH system.
800 992-8151 the number at the left. - You should complete the "Bank Account Information"
section on your account application.
- Instruct your bank (who may
charge a fee) to wire or ACH the - When you are ready to add to your account, call
amount of your investment. Alleghany Funds and tell the representative the fund
- Give the following wire/ACH name, account number, the name(s) in which the account
information to your bank: is registered and the amount of your investment.
Boston Safe Deposit & Trust - Instruct your bank (who may charge a fee) to wire or ACH
ABA #01-10-01234 the amount of your investment.
For: Alleghany Funds - Give the following wire/ACH information to your bank:
A/C 140414 Boston Safe Deposit & Trust
FBO "Alleghany Fund Number" ABA #01-10-01234
"Your Account Number" For: Alleghany Funds
- Return your completed and signed A/C 140414
application to: FBO "Alleghany Fund Number"
Alleghany Funds "Your Account Number"
P.O. Box 5164
Westborough, MA 01581

Shareholder Information (continued)

BUYING SHARES TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT ($50 MINIMUM)
BY INTERNET - Download the appropriate account - Verify that your bank or credit union is a member of the
application(s) from our Web ACH system.
WWW.ALLEGHANYFUNDS.COM site. - Complete the "Purchase, Exchange and Redemption
- Complete and sign the Authorization" section of your account application.
application(s). Make your check - Obtain a Personal Identification Number (PIN) from
payable to Alleghany Funds and Alleghany Funds for use on Alleghany Funds' Web site if
mail it to the address under "By you have not already done so. To obtain a PIN, please
Mail" above. call 800 992-8151.
- When you
are
ready to
add to
your
account,
access
your
account
through
Alleghany
Funds'
Web site
and
enter
your
purchase
instructions
in the
highly
secure
area for
shareholders
only
called
"Shareholder
Account
Access".
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EXCHANGING SHARES
After you have opened an account with us, you can exchange your shares within
Alleghany Funds to meet your changing investment goals or other needs. This
privilege is not designed for frequent trading and may be difficult to implement
in times of drastic market changes.

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

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

SELLING/REDEEMING SHARES
Once you have opened an account with us, you can sell your shares to meet your
changing investment goals or other needs. The following table shows guidelines
for selling shares.
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SELLING SHARES DESIGNED FOR... TO SELL SOME OR ALL OF YOUR SHARES...

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BY MAIL - Accounts of any type - Write and sign a letter of instruction indicating the fund
- Sales or redemptions of any size name, fund number, your account number, the name(s) in
ALLEGHANY FUNDS which the account is registered and the dollar value or
P.O. BOX 5164 number of shares you wish to sell.
WESTBOROUGH, MA 01581 - Include all signatures and any additional documents that
may be required. (See "Selling Shares in Writing.")
- Mail to us at the address at the left.
- A check will be mailed to the name(s) and address in which
the account
is
registered.
If you
would like
the check
mailed to a
different
address,
you must
write a
letter of
instruction
and have it
signature
guaranteed.
- Proceeds may also be sent by wire or ACH (see "Other
Features" on p. 12).

Shareholder Information (continued)

SELLING SHARES DESIGNED FOR... TO SELL SOME OR ALL OF YOUR SHARES...
BY PHONE - Non-retirement accounts - For automated service 24 hours a day using your touch-tone
- Sales of up to $50,000 (for phone, call 800 992-8151.
800 992-8151 accounts with telephone account - To place your request with a Shareholder Service
privileges) Representative, call between 9 am and 7 pm ET,
Monday - Friday.
- A check
will be
mailed to
the name(s)
and address
in which
the account
is
registered.
If you
would like
the check
mailed to a
different
address,
you must
write a
letter of
instruction
and have it
signature
guaranteed.
- Proceeds may also be sent by wire or ACH (see "Other
Features" on p. 12).
- Alleghany
Funds
reserves
the right
to refuse
any
telephone
sales
request and
may modify
the
procedures
at any
time.
Alleghany
Funds makes
reasonable
attempts to
verify that
telephone
instructions
are
genuine,
but you are
responsible
for any
loss that
you may
bear from
telephone
requests.
BY INTERNET - Non-retirement accounts - Complete the "Purchase, Exchange and Redemption
Authorization" section of your account application.
WWW.ALLEGHANYFUNDS.COM - Obtain a Personal Identification Number (PIN) from
Alleghany Funds (800 992-8151) for use on Alleghany Funds'
Web site if you have not already done so.
- When you
are ready
to redeem a
portion of
your
account,
access your
account
through
Alleghany
Funds' Web
site and
enter your
redemption
instructions
in the
highly
secure area
for
shareholders
only called
"Shareholder
Account
Access". A
check for
the
proceeds
will be
mailed to
you at the
address of
record.
- Proceeds may also be sent by wire or ACH. (see "Other
Features" on p. 12)
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SELLING SHARES IN WRITING
In certain circumstances, you must make your request to sell shares in writing.
You may need to include a signature guarantee (which protects you against
fraudulent orders) and additional items with your request, as shown in the table
below. We require signature guarantees if: - your address of record has changed
within the past 30 days - you are selling more than $50,000 worth of shares -
you are requesting payment other than by a check mailed to the address of
record and payable to the registered owner(s) or other than wire or ACH sent
to the bank account of the registered owner

Signature guarantees help ensure that major transactions or changes to your
account are in fact authorized by you. For example, we require a medallion
signature guarantee on written redemption requests for more than $50,000. A
medallion signature guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency, savings association or other financial
institution that participates in a medallion program recognized by the
Securities Transfer Association. The three recognized medallion programs are
Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion
Program (SEMP) and New York Stock Exchange, Inc. Medallion Signature Program
(NYSE MSP). For redemptions greater than $100,000, please verify with the
guarantor that the letter prefix of the medallion signature guarantee is
adequate to cover the redemption amount.

Signature guarantees from financial institutions which do not participate in one
of these programs will not be accepted. A notary public stamp or seal CANNOT be
substituted for a signature guarantee.

Shareholder Information (continued)
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<S> <C>

SELLER REQUIREMENTS FOR WRITTEN REQUESTS
Owners of individual, joint, sole - Letter of instruction
proprietorship, UGMA/UTMA, or general - On the letter, the signatures and titles of all persons
partner accounts authorized to sign for the account, exactly as the account
is registered
- Signature guarantee, if applicable (see above)

Owners of corporate or association - Letter of instruction
accounts - Corporate resolution certified within the past 12 months
- On the letter, the signatures and titles of all persons
authorized to sign for the account, exactly as the account
is registered
- Signature guarantee, if applicable (see above)

Owners or trustees of trust accounts - Letter of instruction
- On the letter, the signature of the trustee(s)
- If the names of all trustees are not registered on the
account, a copy of the trust document certified within the
past 12 months
- Signature guarantee, if applicable (see above)

Joint tenancy shareholders whose co- - Letter of instruction signed by the surviving tenant
tenants are deceased - Copy of death certificate
- Signature guarantee, if applicable (see above)

Executors of shareholder estates - Letter of instruction signed by executor
- Copy of order appointing executor
- Signature guarantee, if applicable (see above)

Administrators, conservators, - Call 800 992-8151 for instructions
guardians and other sellers or
account types not listed above

IRA accounts - IRA distribution request form completed and signed. Call
800 992-8151 for a form.
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OTHER FEATURES
The following other features are also available to buy and sell shares of
Alleghany Funds.

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

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

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

Shareholder Information (continued)

redemption in kind, such as brokerage commissions, when you sell the securities.

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

TRANSACTION POLICIES
CALCULATING SHARE PRICE
When you buy, exchange or sell shares, the net asset value (NAV) is used to
price your purchase or sale. The NAV for each Fund is determined each business
day at the close of regular trading on the New York Stock Exchange (NYSE)
(typically 4 p.m. Eastern Time (ET)) by dividing a class's net assets by the
number of its shares outstanding. Generally, market quotes are used to price
securities. If accurate market quotations are not available, securities are
valued at fair value in accordance with guidelines adopted by the Board of
Trustees.

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

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

Shares of Alleghany Funds can also be purchased through broker-dealers, banks
and trust departments that may charge you a transaction or other fee for their
services. These fees are not charged if you purchase shares directly from
Alleghany Funds.

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

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

ACCOUNT POLICIES AND DIVIDENDS

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

MAILINGS TO SHAREHOLDERS
To help reduce fund expenses and environmental waste, Alleghany Funds combines
mailings for multiple accounts going to a single household by delivering fund
financial reports (annual and semi-annual reports, prospectuses, etc.) in a
single envelope. If you do not want us to continue consolidating your fund
mailings and would prefer to receive separate mailings with multiple copies of
fund reports, please call one of our Shareholder Service Representatives at 800
992-9151. If you request, we will continue to distribute reports to you in
separate mailings.

DIVIDENDS AND DISTRIBUTIONS
The Funds will declare and pay dividends quarterly. Capital gain distributions
will be distributed at least once a year, usually in December.

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

Shareholder Information (continued)

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

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

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

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

RETIREMENT PLANS
Alleghany Funds offers a range of retirement plans, including Traditional, Roth
and Education IRAs, SIMPLE IRAs, SEP IRAs, 401(k) plans, money purchase pension
and profit-sharing plans. Using these plans, you can invest in any Alleghany
Fund with a low minimum investment of $500. There is no annual maintenance fee
for IRAs. To find out more, call Alleghany Funds at 800 992-8151.

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

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

Dividends, Distributions and Taxes

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

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

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

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

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

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

- The Funds are obligated by law to withhold 31% of Fund distributions if you do
not provide complete and correct taxpayer identification information.

Financial Highlights

The Funds commenced operations on November 30, 2000 and do not have any
operating history. Information will be included in the Funds' next annual or
semi-annual report.

General Information

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

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

STATEMENT OF ADDITIONAL INFORMATION (SAI)
The SAI, which is incorporated into this prospectus by reference and is dated
February 15, 2000, as amended June 30, 2000 and November 30, 2000, is available
to you without charge. It contains more detailed information about Alleghany
Funds.

HOW TO OBTAIN REPORTS

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

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

Phone: Shareholder Services 800 992-8151
Fund Literature 800 391-2473
Investment Advisor Services 800 597-9704

Web site: www.AlleghanyFunds.com

OBTAINING INFORMATION FROM THE SEC
You can visit the EDGAR Database on the SEC's web site at http://www.sec.gov to
view the SAI and other information. You can also view and copy information about
Alleghany Funds at the SEC's Public Reference Room in Washington, D.C. To find
out more about the Public Reference Room, you can call the SEC at 202 942-8090.
Also, you can obtain copies of this information by sending your request and
duplication fee to the SEC's Public Reference Room, Washington D.C. 20549-0102
or by e-mailing the SEC at [email protected].

Investment Company Act File Number: 811-8004

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE
TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL
NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.