Exhibit O
ALLEGHANY FUNDS
(FORMERLY KNOWN AS CT&T FUNDS)
MULTIPLE CLASS PLAN
PURSUANT TO RULE 18f-3
Alleghany Funds (the "Fund") hereby adopts this plan pursuant to Rule 18f-3
under the Investment Company Act of 1940 (the "1940 Act"), which sets forth the
separate distribution arrangements and expenses allocations of each of the
classes of the series of the Fund's shares.
CLASS CHARACTERISTICS
Each class of shares will represent interest in the same portfolio of
investments of a series of the Fund, and be identical in all respects to each
other class, except as set forth below.
Class N: Class N shares will not be subject to an initial sales
charge or a contingent deferred sales charge and will have a
Rule 12b-1 plan with a fee of 0.25% of average daily net
assets. Class N shares would be offered to investors with a
minimum initial investment of $2,500 (or as may from time to
time be provided in the Prospectus).
ClassI: Class I shares will not be subject to an initial sales charge or a
contingent deferred sales charge or a Rule 12b-1 fee. Class I shares would
be offered to investors with a minimum initial investment as shown on
Schedule A. The balances of Fund accounts of a financial consultant's
clients may be aggregated in determining whether the minimum initial
investment has been met. In addition, this aggregation may be applied to
the accounts of immediate family members (i.e., a person's spouse, parents,
children, siblings and in-laws) and to the related accounts of a
corporation or other legal entity. The Fund may waive the minimum initial
investment by obtaining a letter of intent, evidencing an intent to meet
the stated minimum initial investment in a specified period of time.
Trustees of the Trust and employees of the Investment Advisor and its
affiliates may purchase Class I shares for their personal accounts without
meeting the minimum initial invesment as described in Schedule A.
The only differences among the various classes of shares of the same
series of the Fund will relate solely to: (a) distribution fee payments
associated with a Rule 12b-1 plan for a particular class of shares and any other
costs relating to implementing or amending such plan (including obtaining
shareholder approval of such plan or any amendment thereto), which will be borne
solely by shareholders of such class or classes; (b) different class expenses,
which will be limited to the following expenses determined by the Trustees to be
attributable to a specific class of shares: (i) printing and postage expenses
related to preparing and distribution materials such as shareholder reports,
prospectuses, and proxy statements to current shareholders of a specific class;
(ii) Securities and Exchange Commission registration fees and state "blue sky"
fees incurred by a specific class; (iii) litigation or other legal expenses
relating to a specific class; (iv) Trustee fees or expenses incurred as a result
of issues relating to a specific class; and (v) accounting expenses relating to
a specific class; (voting rights related to any Rule 12b-1 Plan affecting a
specific class of shares; (c) different transfer agency fees attributable to a
specific class; (d) exchange privileges; and (e) class names or designations.
Any additional incremental expenses not specifically identified above that are
subsequently identified and determine to be properly applied to one class of
shares of any series of the Fund shall be so applied to one class of shares of a
series of the Fund upon approval by a majority of the Trustees, including a
majority of Trustees who are not interested persons of the Fund.
INCOME AND EXPENSE ALLOCATION
Certain expenses attributable to the Fund, and not to a particular
series, will be borne by each class on the basis of the relative aggregate net
assets of the series. Expenses that are attributable to a particular series, but
not to a particular class thereof, will be borne by each class of such series on
the basis of relative net assets of the classes. Notwithstanding the foregoing,
the investment manager or other service provider may waive or reimburse the
expenses of a specific class or classes to the extent permitted under Rule 18f-3
under the 1940 Act.
A class of shares may bear expenses that are directly attributable to
such class as set forth above.
DIVIDENDS AND DISTRIBUTIONS
Dividends and other distributions paid by a series of the Fund to each
class of shares, to the extent that any dividends are paid, will be calculated
in the same manner, at the same time, on the same day, and will be in the same
amount, except that any distribution fees, service fees and class expenses
allocated to a class will be borne exclusively by that class.
EXCHANGES AND CONVERSIONS
Shares of any series of the Fund will be exchangeable with shares of
the same class of shares of another series of the Fund to the extent such shares
are available. Exchanges will comply with all applicable provisions of Rule
11a-3 under the 1940 Act.
Generally, shares will not convert automatically into shares of another
class. However, if an investor in Class I shares of a particular series falls
below the minimum initial investment required, the shares may be converted to
Class N shares of the same series. Conversely, if an investor in Class N shares
meets the minimum initial investment for Class I shares, the shares may be
converted to Class I shares upon the shareholder's request.
GENERAL
Any distribution arrangement of the Fund, including distribution fees
pursuant to Rule 12b-1 under the 1940 Act, will comply with Article III, Section
26 of the Rules of Fair Practice of the National Association of Securities
Dealers, Inc.
Any material amendment to this Plan must be approved by a majority of
the Board of Trustees of the Fund, including a majority of those Trustees who
are not interested persons of the Fund.
Originally Adopted: March 15, 1996
As Amended: June 18, 1998
As Amended: September 17, 1998
As Amended: December 17, 1998
As Amended: March 18, 1999
As Amended: June 17, 1999
As Amended: December 16, 1999
As Amended: September 21, 2000
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MULTIPLE CLASS PLAN PURSUANT TO RULE 18F-3
SCHEDULE A
Class I Shares
Minimum Initial Investments
SERIES MINIMUM INITIAL INVESTMENT
Montag & Caldwell Growth Fund $5 million
Montag & Caldwell Balanced Fund $1 million
Alleghany/Chicago Trust Bond Fund $2 million
Alleghany/Blairlogie Emerging Markets Fund $1 million
Alleghany/Blairlogie International Developed Fund $1 million
Alleghany/Chicago Trust Growth & Income Fund $5 million
Alleghany/Chicago Trust Balanced Fund* $5 million
Alleghany/Chicago Trust Money Market Fund* $1 million
* Currently, not active classes
As Amended: December 16, 1999
