As filed with the Securities and Exchange Commission on April 14, 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
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Pre-Effective Amendment No.
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Post-Effective Amendment No. 21 X
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 22 X
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ALLEGHANY FUNDS
(Exact Name of Registrant as Specified in Charter)
171 North Clark Street,
Chicago, Illinois 60610
(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
Alleghany Funds Sonnenschein Nath & Rosenthal
171 North Clark Street 8000 Sears Tower
Chicago, Illinois 60610 Chicago, Illinois 60606-6404
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b); or
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on ________ pursuant to paragraph (b); or
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60 days after filing pursuant to paragraph (a)(1); or
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on ________ pursuant to paragraph (a)(1); or
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X 75 days after filing pursuant to paragraph (a)(2); or
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on ________ pursuant to paragraph (a)(2) of Rule 485
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<PAGE>
<PAGE>
[ALLEGHANY FUNDS LOGO]
CLASS N SHARES
Prospectus
EQUITY FUND
Sector
Alleghany/Veredus SciTech Fund
JUNE 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.
<PAGE>
[ALLEGHANY FUNDS LOGO]
Thank you for your interest in Alleghany Funds. Alleghany Funds offer investors
a variety of investment opportunities. This prospectus pertains only to Class N
Shares of Alleghany/Veredus SciTech Fund, a member 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.
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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).
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
CATEGORIES OF ALLEGHANY FUNDS 3
FUND SUMMARY
Investment Objective, Principal Investment
Strategies and Risks 4
EQUITY FUND
Sector 4
Alleghany/Veredus SciTech Fund 4
FUND EXPENSES 6
INVESTMENT TERMS 8
MORE ABOUT ALLEGHANY FUNDS 10
OTHER INVESTMENT STRATEGIES 11
MANAGEMENT OF THE FUND 12
THE ADVISER 12
Veredus Asset Management LLC 12
SHAREHOLDER INFORMATION 13
OPENING AN ACCOUNT: BUYING SHARES 13
EXCHANGING SHARES 14
SELLING/REDEEMING SHARES 14
TRANSACTION POLICIES 17
ACCOUNT POLICIES AND DIVIDENDS 17
ADDITIONAL INVESTOR SERVICES 19
DISTRIBUTION PLAN 19
PORTFOLIO TRANSACTIONS AND BROKERAGE
COMMISSIONS 19
DIVIDENDS, DISTRIBUTIONS AND TAXES 20
FINANCIAL HIGHLIGHTS 21
GENERAL INFORMATION Back
Cover
</TABLE>
<PAGE>
Categories of Alleghany Funds
Alleghany Funds is a no-load, open-end management investment company that
consists of thirteen separate diversified investment portfolios, including
equity, balanced, fixed income and money market funds. Please refer to the
February 15, 2000 Alleghany Funds Class N Shares prospectus for more complete
information on the Funds not contained in this prospectus.
EQUITY FUNDS
EQUITY FUNDS invest principally in stocks and other equity securities. Equity
funds have greater growth potential than many other funds, but they also have
greater risk.
WHO MAY WANT TO INVEST IN EQUITY FUNDS
Equity funds may be appropriate if you:
- - have a long-term investment goal (five years or more)
- - can accept higher short-term risk in return for higher long-term return
potential
- - want to diversify your investments
Equity funds may not be appropriate if you want:
- - a stable share price
- - a short-term investment
- - regular income
BALANCED FUNDS
BALANCED FUNDS invest in a mix of stocks and fixed income securities and combine
the benefits of both types of securities - capital appreciation or growth from
stocks and income from fixed income securities. Like most other mutual funds,
the share price of a balanced fund moves up and down in response to changes in
the stock market and interest rates.
WHO MAY WANT TO INVEST IN BALANCED FUNDS
Balanced funds may be appropriate if you want:
- - capital appreciation and current income
- - a balanced diversified investment
FIXED INCOME FUNDS
FIXED INCOME FUNDS invest in corporate and government bonds and other fixed
income securities. These funds provide regular income and the obligations are
generally secured by the assets of the issuer.
WHO MAY WANT TO INVEST IN FIXED INCOME FUNDS
Fixed income funds may be appropriate if you want:
- - regular income
- - less volatility than equity funds
- - portfolio diversification
Fixed income funds may not be appropriate if you want:
- - capital appreciation
MONEY MARKET FUNDS
MONEY MARKET FUNDS invest in short-term, high quality money market securities.
They provide stable principal and regular income. The income provided by a money
market fund varies with interest rate movements.
WHO MAY WANT TO INVEST IN MONEY MARKET FUNDS
A money market fund may be appropriate if you:
- - want regular income
- - are investing for a short-term objective
- - want an investment that seeks to maintain a stable net asset value
- - want a liquid investment that offers a checkwriting privilege (checks may be
written in amounts of $500 or more)
A money market fund may also be appropriate if you want an investment that can
serve as a "holding place" for money awaiting investment in long-term funds or
for money that may be needed for occasional or unexpected expenses.
A money market fund is not appropriate if you want long-term capital
appreciation.
No single fund is intended to be a complete investment program, but individual
funds can be an important part of a balanced and diversified investment program.
Mutual funds have the following general risks:
- - the value of fund shares will rise and fall
- - you could lose money
- - you cannot be certain that a fund will achieve its investment objective
3
<PAGE>
EQUITY FUND: SECTOR
Alleghany/Veredus SciTech Fund
INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
The portfolio manager invests primarily in the stocks of science and technology
companies whose earnings are growing, or are expected to grow, at an accelerated
rate. The portfolio manager looks for inefficiencies in the market caused by
inaccurate expectations (e.g., earnings) focusing on companies that have:
- - expanding unit volume growth
- - increasing profit margins
- - significant new product development efforts
- - returns in excess of their cost of capital
Representative industries in which the Fund may invest include computers,
networking equipment, software, semiconductors, semiconductor capital equipment,
communications equipment, communications services, Internet, enhanced media and
information services, information technology and services, medical devices,
pharmaceutical and biotechnology.
The portfolio manager may invest in all capitalizations, but will primarily
invest in small- and mid-cap securities.
To manage risk, the portfolio management team adheres to a strict sell
discipline. In the course of implementing its primary investment strategies, the
Fund will likely experience a high turnover rate (200% or more).
PRINCIPAL RISKS OF INVESTING IN THIS FUND
MARKET RISK: A fund's share price moves up and down over the short term in
response to stock market conditions, changes in the economy and a particular
company's stock price change. An individual stock may decline in value even when
stocks in general are rising.
SECTOR CONCENTRATION RISK: Investments in sector-specific mutual funds may
entail greater risks than investments in funds diversified across sectors.
Because the Fund may invest in a limited number of industries within a sector,
the Fund may be subject to a greater level of market risk and may be more
volatile.
SCIENCE AND TECHNOLOGY SECTOR RISK: Companies which compete on the basis of
proprietary science or technology face unique risks. Products or services for
given companies may or may not prove to be commercially viable. Additionally,
rapid changes in technology may result in a particular company's products or
services becoming obsolete.
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.
SMALL-CAP COMPANY RISK: Investing in securities of small-cap companies may
involve greater risks than investing in larger, more established issuers.
Small-cap companies generally have limited product lines, markets and financial
resources. Their securities may trade less frequently and in more limited volume
than the securities of larger, more established companies. Also, small-cap
companies are typically subject to greater changes in earnings and business
prospects than larger companies. Consequently, small-cap company stock prices
tend to rise and fall in value more than other stocks.
MID-CAP COMPANY RISK: Investments in mid-cap companies entail greater risks than
investments in larger, more established companies. Mid-cap companies generally
have narrower product lines, more limited financial resources and a more limited
trading market for their stocks compared with larger companies. As a result,
their stock prices may experience greater volatility and may decline
significantly in market downturns.
GROWTH STOCK RISK: As a group, growth stocks tend to go through periodic cycles
of outperforming and underperforming the general stock market. During periods of
growth stock underperformance, a fund's performance may suffer.
4
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EQUITY FUND: SMALL CAP
Alleghany/Veredus SciTech Fund (continued)
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.
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 June 30, 2000
and does not have any performance history.
Performance information will be included in the
Fund's next annual or semi-annual report.
5
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Fund Expenses
As an investor in Alleghany Funds you pay certain indirect fees and expenses,
which are described in the table below.
SHAREHOLDER FEES
As a benefit of investing with Alleghany Funds, you do not incur any sales
loads, redemption fees or exchange fees, except that a redemption fee of 2.00%
is charged when you redeem shares of Alleghany/Veredus SciTech Fund within 90
days of purchase.
ANNUAL FUND OPERATING EXPENSES
Operating expenses are the normal costs of operating any mutual fund. These
expenses are not charged directly to investors. They are paid from a fund's
assets and are expressed as an expense ratio, which is a percentage of average
net assets.
<TABLE>
<CAPTION>
TOTAL NET
MANAGEMENT DISTRIBUTION OTHER EXPENSE FEE EXPENSE
FUND FEES (12B-1) FEES EXPENSES RATIO WAIVERS RATIO
<S> <C> <C> <C> <C> <C> <C>
Alleghany/Veredus SciTech 1.00 0.25 2.05 3.30 (1.80) 1.50*
</TABLE>
* The above table reflects the Adviser's contractual undertaking to waive
management fees and/or reimburse expenses exceeding the limits shown. The ratios
shown above reflect estimated expenses for Alleghany/Veredus SciTech Fund for
the current fiscal year. The Adviser is contractually obligated to reimburse
expenses for one year at the rates shown in the table.
6
<PAGE>
Fund Expenses (continued)
EXAMPLE
This hypothetical example shows the operating expenses you would incur as a
shareholder if you invested $10,000 in the Fund over the time periods shown,
assuming you reinvested all dividends and distributions and that the average
annual return was 5%. The example assumes that operating expenses remained the
same. The example is for comparison purposes only and does not represent a
fund's actual or future expenses and returns.
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Alleghany/Veredus SciTech Fund $ $ N/A N/A
</TABLE>
7
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Investment Terms
The following is a list of terms with definitions that you may find helpful as
you read this prospectus.
BOTTOM-UP INVESTING. An investing approach in which securities are researched
and chosen individually with less consideration given to economic or market
cycles.
COMMERCIAL PAPER. Short-term fixed income securities issued by banks,
corporations and other borrowers.
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.
FIXED INCOME SECURITIES. Bonds and other securities that are used by issuers to
borrow money from investors. Typically, the issuer pays the investor a fixed,
variable or floating rate of interest and must repay the borrowed amount at a
specified time in the future (maturity).
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.
MID-CAP STOCKS. Stocks issued by mid-sized companies. Alleghany Funds defines a
mid-cap company as one with a market capitalization between $1.5 billion and $5
billion, which is similar to the range of the Standard & Poor's MidCap 400 Index
(S&P 400).
MONEY MARKET SECURITIES. Short-term fixed income securities of federal and local
governments, banks and corporations.
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.
REPURCHASE AGREEMENTS (REPOS). Transactions in which a security (usually a
government security) is purchased with a simultaneous commitment to sell it back
to the seller (a commercial bank or recognized securities dealer) at an agreed
upon price on an agreed upon date, usually the next day.
RISK/REWARD TRADE-OFF. The principle that an investment must offer higher
potential returns as compensation for the likelihood of increased volatility.
RUSSELL 2000 INDEX. An unmanaged index that contains the 2000 smallest common
stocks in the Russell 3000 (which contains the 3000 largest stocks in the U.S.
based on total market capitalization).
SECTOR FUNDS. A fund that operates several specialized industry sector
portfolios under one umbrella.
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.
STANDARD & POOR'S (S&P) 500 INDEX. An unmanaged index of 500 widely traded
industrial, transportation, financial and public utility stocks.
S&P 400 MIDCAP INDEX. An unmanaged market-value weighted index that consists of
400 domestic stocks chosen for market size, liquidity and industry group
representation.
8
<PAGE>
Investment Terms (continued)
TOP-DOWN INVESTING. An investing approach in which securities are chosen by
looking at the industry or sector level based on market trends and/or economic
forecasts.
TOTAL RETURN. A measure of a fund's performance that encompasses all elements of
return: dividends, capital gains distributions and changes in net asset value.
Total return is the change in value of an investment over a given period,
assuming reinvestment of dividends and capital gains distributions, expressed as
a percentage of the initial investment.
12B-1 FEE. A mutual fund fee, named for the SEC rule that permits it, used to
pay for distribution costs, such as advertising and commissions paid to dealers.
If a fund has a 12b-1 fee, it is found in the fee table of its prospectus.
U.S. GOVERNMENT SECURITIES. Fixed income obligations of the U.S. Government and
its various agencies. U.S. Government securities issued by the Treasury (bills,
notes and bonds) are backed by the full faith and credit of the federal
government. Some government securities not issued by the U.S. Treasury also
carry the government's full faith and credit backing on principal or interest
payments. Some securities are backed by the issuer's right to borrow from the
U.S. Treasury and some are backed only by the credit of the issuing
organization. All government securities are considered highly creditworthy.
DEFENSIVE STRATEGY RISK
There may be times when the Fund takes temporary positions that may not achieve
its investment objective or follow its principal investment strategies for
defensive reasons. This includes investing all or a portion of its total assets
in cash or cash equivalents, such as money market securities and repurchase
agreements. Although the Fund would do this in seeking to avoid losses, it could
reduce the benefit from any market upswings.
9
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More About Alleghany Funds
OTHER INVESTMENT STRATEGIES
In addition to the primary investment strategies described in our fund
summaries, there may be times when the Fund uses secondary investment strategies
in seeking to achieve investment objectives. These strategies may involve
additional risks.
ADRS/EDRS
The Fund 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.
DERIVATIVES
Up to 20% of the Fund's assets can be invested in derivatives. Derivatives are
used to limit risk in a portfolio or enhance investment return, and they have a
return tied to a formula based upon an interest rate, index, price of a
security, or other measurement. Derivatives include options, futures, forward
contracts and related products.
Hedging involves using derivatives to hedge against an opposite position that a
fund holds. Any loss generated by the derivative should be offset by gains in
the hedged investment. While hedging can reduce or eliminate losses, it can also
reduce or eliminate gains. Using derivatives for purposes other than hedging is
speculative.
PREFERRED STOCKS
Preferred stocks are stocks that pay dividends at a specified rate. Dividends
are paid on preferred stocks before they are paid on common stocks. In addition,
preferred stockholders have priority over common stockholders as to the proceeds
from the liquidation of a company's assets.
RULE 144A SECURITIES
Rule 144A securities are restricted securities that can be sold to qualified
institutional buyers under the 1933 Act. Investing in Rule 144A securities may
increase the illiquidity of a fund's investments in the event that an adequate
trading market does not exist for these securities.
More information about the risks associated with investing in Alleghany Funds
can also be found in the Statement of Additional Information (SAI).
10
<PAGE>
More About Alleghany Funds (continued)
OTHER INVESTMENT STRATEGIES (CONTINUED)
<TABLE>
<CAPTION>
ADRS/EDRS ASSET/MORTGAGE BELOW COMMERCIAL CORPORATE CONVERTIBLE
- INVESTMENT PAPER BONDS SECURITIES
BACKED GRADE AND
SECURITIES SECURITIES SECURITIES
(JUNK OF
BONDS) OTHER
INVESTMENT
COMPANIES
<S> <C> <C> <C> <C> <C> <C>
Alleghany/Veredus Technology Fund X X X
<CAPTION>
DEBENTURES DERIVATIVES EQUITY FIXED FOREIGN PREFERRED REPURCHASE
AND (OPTIONS, SECURITIES INCOME SECURITIES STOCKS AGREEMENTS
CONVERTIBLE FORWARDS, SECURITIES
DEBENTURES FUTURES,
SWAPS)
<S> <C> <C> <C> <C> <C> <C> <C>
Alleghany/Veredus Technology Fund X X X P X X
<CAPTION>
RULE U.S.
144A GOVERNMENT
SECURITIES SECURITIES
<S> <C> <C>
Alleghany/Veredus Technology Fund X X
</TABLE>
P = components of a fund's primary investment strategy
11
<PAGE>
Management of the Fund
THE ADVISER
The Fund has an Adviser that provides management services. The Adviser is paid
an annual management fee by the Fund for its services based on the average daily
net assets of the Fund. The accompanying information highlights the Fund and its
lead portfolio manager(s) and investment experience and the management fees paid
by the Fund.
VEREDUS ASSET MANAGEMENT LLC
Veredus Asset Management is the Adviser to ALLEGHANY/ VEREDUS SCITECH FUND.
Veredus was founded in 1998 and is partially owned by Alleghany Corporation. As
of December 31, 1999, Veredus managed approximately $420 million in assets. The
Fund pays Veredus an annual management fee of 1.00% of its average daily net
assets.
<TABLE>
<CAPTION>
FUND NAME PORTFOLIO MANAGER INVESTMENT EXPERIENCE
<S> <C> <C>
Alleghany/Veredus SciTech B. Anthony Weber Portfolio Manager since the Fund's inception in June 2000;
Fund Portfolio Manager of Alleghany/Veredus Aggressive Growth
Fund; President and Chief Investment Officer of Veredus
Asset Management LLC. He leads the team that is responsible
for the day-to-day management of the Fund. Mr. Weber was
President and Senior Portfolio Manager of SMC Capital, Inc.
from 1993-1998. He has 18 years of investment management
experience. He received his BA from Centre College of
Kentucky.
Charles P. McCurdy, Portfolio Manager since the Fund's inception in June 2000;
Jr. Portfolio Manager of Alleghany/Veredus Aggressive Growth
Fund; Executive Vice President and Director of Research of
Veredus Asset Management LLC. Formerly employed by SMC
Capital, Inc., Stock Yards Bank and Trust and Citizens
Fidelity Capital Management. He received his BS from the
University of Louisville in 1984. He is a Chartered
Financial Analyst.
</TABLE>
12
<PAGE>
Shareholder Information
OPENING AN ACCOUNT
- - Read this prospectus carefully.
- - Determine how much you want to invest. The minimum initial investments for the
Fund are as follows:
-- Regular accounts: $2,500
-- Individual Retirement Accounts (IRAs): $500
-- Uniform Gift to Minor Accounts/Uniform Transfer to Minor Accounts
(UGMA/UTMA) (custodial accounts for minors): $500
-- Automatic Investment Plan (any type of account): We waive the initial
investment minimum to open an account and the monthly investment minimum is
$50.
- - Complete the account application and carefully follow the instructions. If you
have any questions, please call 800 992-8151. Remember to complete the
"Purchase, Exchange and Redemption Authorization" section of the account
application to establish your account privileges. You can avoid the delay and
inconvenience of having to request these in writing at a later date.
- - Make your initial investment using the following table as a guideline.
<TABLE>
<CAPTION>
BUYING SHARES TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT ($50 MINIMUM)
<S> <C> <C>
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
ALLEGHANY FUNDS - Make your check payable to address at the left.
P.O. BOX 5164 Alleghany Funds and mail to us - We accept checks, bank drafts, money orders and wires and
WESTBOROUGH, MA 01581 at the address at the left. ACH for purchases (see "Other Features" on p. 16). Checks
- We accept checks, bank drafts must be drawn on U.S. banks. There is a $20 charge for
and money orders for purchases. returned checks.
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 Fund.
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
- Instruct your bank (who may on your account application.
charge a fee) to wire or ACH the - When you are ready to add to your account, call Alleghany
amount of your investment. Funds and tell the representative the fund name, account
- Give the following wire/ACH number, the name(s) in which the account is registered and
information to your bank: 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
</TABLE>
13
<PAGE>
Shareholder Information (continued)
<TABLE>
<CAPTION>
BUYING SHARES TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT ($50 MINIMUM)
<S> <C> <C>
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 call
Mail" above. 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".
</TABLE>
EXCHANGING SHARES
After you have opened an account with us, you can exchange your shares within
Alleghany Funds to meet your changing investment goals or other needs. This
privilege is not designed for frequent trading and may be difficult to implement
in times of drastic market changes.
You can exchange shares from one Alleghany Fund to another within the same class
of shares. All exchanges to open new accounts must meet the minimum initial
investment requirements. Exchanges may be made by mail or by phone at 800
992-8151 if you chose this option when you opened your account. For tax
purposes, each exchange is treated as a sale and a new purchase.
Alleghany Funds reserves the right to limit, impose charges upon, terminate or
otherwise modify the exchange privilege by sending written notice to
shareholders.
SELLING/REDEEMING SHARES
Once you have opened an account with us, you can sell your shares to meet your
changing investment goals or other needs. The following table shows guidelines
for selling shares.
<TABLE>
<CAPTION>
SELLING SHARES DESIGNED FOR... TO SELL SOME OR ALL OF YOUR SHARES...
<S> <C> <C> <C>
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. 16).
</TABLE>
14
<PAGE>
Shareholder Information (continued)
<TABLE>
<CAPTION>
SELLING SHARES DESIGNED FOR... TO SELL SOME OR ALL OF YOUR SHARES...
<S> <C> <C> <C>
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. 16).
- 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. 16)
</TABLE>
SELLING SHARES IN WRITING
In certain circumstances, you must make your request to sell shares in writing.
You may need to include a signature guarantee (which protects you against
fraudulent orders) and additional items with your request, as shown in the table
below. We require signature guarantees if:
- - your address of record has changed within the past 30 days
- - you are selling more than $50,000 worth of shares
- - you are requesting payment other than by a check mailed to the address of
record and payable to the registered owner(s) or other than wire or ACH sent
to the bank account of the registered owner
Signature guarantees help ensure that major transactions or changes to your
account are in fact authorized by you. For example, we require a signature
guarantee on written redemption requests for more than $50,000. A medallion
signature guarantee may be obtained from a domestic bank or trust company,
broker, dealer, clearing agency, savings association, or other financial
institution which is participating 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). Signature guarantees from financial institutions which are not
participating in one of these programs will not be accepted. A notary public
stamp or seal CANNOT be substituted for a signature guarantee.
15
<PAGE>
Shareholder Information (continued)
<TABLE>
<CAPTION>
SELLER REQUIREMENTS FOR WRITTEN REQUESTS
<S> <C> <C>
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.
</TABLE>
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 Fund has 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
16
<PAGE>
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 the 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.
EXECUTION OF REQUESTS
The Fund is open on each business day that the NYSE is open for trading. The
NYSE is not open on weekends or national holidays. Buy and sell requests are
executed at the NAV next calculated after Alleghany Funds or an authorized
broker or designee receives your mail or telephone request in proper form. Sales
proceeds are normally sent on the next business day, but are always sent within
seven days of receipt of a request in proper form. Brokers and their authorized
designees are responsible for forwarding purchase orders and redemption requests
to 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 Fund is 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 Fund or its operation. Alleghany Funds also reserves
to right to limit, impose charges upon, terminate or otherwise modify the
exchange privilege by sending written notice to shareholders.
REDEMPTION FEES
ALLEGHANY/VEREDUS SCITECH FUND can experience substantial price fluctuations and
is intended for long-term investors. Short-term "market timers" who engage in
frequent purchases and redemptions can disrupt the Fund's investment program and
create significant additional transaction costs that are borne by all
shareholders. For these reasons, Alleghany/Veredus SciTech Fund will assess a 2%
fee on redemptions (including exchanges) of Fund shares held for less than 90
days.
Redemption fees are paid to the Fund to help offset transaction costs and to
protect the Fund's long-term shareholders. The Fund will use the "first-in,
first-out" (FIFO) method to determine the 90-day holding period. Under this
method, the date of the redemption or exchange will be compared to the earliest
purchase date of shares held in the account. If this holding period is less than
90 days, the fee will be charged. The fee does not apply to any shares purchased
through reinvested distributions (dividends and capital gains).
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)
17
<PAGE>
Shareholder Information (continued)
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. We will continue to distribute reports to you in separate mailings.
DIVIDENDS AND DISTRIBUTIONS
The Fund 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 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.
18
<PAGE>
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. 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 Fund's NAV 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 Fund and servicing your shareholder
account, the Fund has adopted a Rule 12b-1 distribution plan. Under this plan,
an annual fee of not more than 0.25% is paid out of the 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 Fund.
19
<PAGE>
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 consequence of
investing in the Fund is included in the Statement of Additional Information.
- - The Fund pays dividends quarterly and distributes 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 the 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 the 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 Fund is obligated by law to withhold 31% of Fund distributions if you do
not provide complete and correct taxpayer identification information.
20
<PAGE>
Financial Highlights
The Fund commenced operations on June 30, 2000 and does not have any operating
history. Information will be included in the Fund's next annual or semi-annual
report.
21
<PAGE>
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 the Fund's performance during its last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION (SAI)
The SAI, which is incorporated into this prospectus by reference and dated
February 15, 2000, as amended June 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:
<TABLE>
<S> <C> <C>
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
</TABLE>
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
AG
ALLEGHANY FUNDS
Class N Shares
Class I Shares
Alleghany/Montag & Caldwell Growth Fund
Alleghany/Chicago Trust Growth & Income Fund
Alleghany/Chicago Trust Talon Fund
Alleghany/Chicago Trust Small Cap Value Fund
Alleghany/Veredus Aggressive Growth Fund
Alleghany/Veredus SciTech Fund
Alleghany/Blairlogie International Developed Fund
Alleghany/Blairlogie Emerging Markets Fund
Alleghany/Montag & Caldwell Balanced Fund
Alleghany/Chicago Trust Balanced Fund
Alleghany/Chicago Trust Bond Fund
Alleghany/Chicago Trust Municipal Bond Fund
Alleghany/Chicago Trust Money Market Fund
STATEMENT OF ADDITIONAL INFORMATION
February 15, 2000
As Amended June 30, 2000
This Statement of Additional Information provides supplementary
information pertaining to shares representing interests in twelve investment
portfolios of Alleghany Funds (the "Company"): Alleghany/Montag & Caldwell
Growth Fund, Alleghany/Chicago Trust Growth & Income Fund, Alleghany/Chicago
Trust Talon Fund, Alleghany/Chicago Trust Small Cap Value Fund,
Alleghany/Veredus Aggressive Growth Fund, Alleghany/Veredus SciTech Fund,
Alleghany/Blairlogie International Developed Fund, Alleghany/Blairlogie Emerging
Markets Fund, Alleghany/Montag & Caldwell Balanced Fund, Alleghany/Chicago Trust
Balanced Fund, Alleghany/Chicago Trust Bond Fund, Alleghany/Chicago Trust
Municipal Bond Fund and Alleghany/Chicago Trust Money Market Fund (each a "Fund"
and collectively, the "Funds"). Each Fund offers Class N shares for retail
investors. Montag & Caldwell Growth Fund, Alleghany/Blairlogie International
Developed Fund, Alleghany/Blairlogie Emerging Markets Fund, Montag & Caldwell
Balanced Fund and Alleghany/Chicago Trust Bond Fund also offer Class I shares
for institutional investors.
This Statement of Additional Information is not a Prospectus and should
be read only in conjunction with the Prospectus for the Funds dated February 15,
2000 and the Prospectus for Montag & Caldwell Growth Fund, Alleghany/Chicago
Trust Growth & Income Fund, Alleghany/Blairlogie International Developed Fund,
Alleghany/Blairlogie Emerging Markets Fund, Montag & Caldwell Balanced Fund and
Alleghany/Chicago Trust Bond Fund - Class I Shares, dated February 15, 2000
(each a "Prospectus"). No investment in any of the Funds should be made without
first reading the appropriate Prospectus. You may obtain a Prospectus without
charge from the Company at the address and telephone number below.
Alleghany Funds
P.O. Box 5164
Westborough, MA 01581
800 992-8151
Investment Advisers
THE CHICAGO TRUST COMPANY VEREDUS ASSET MANAGEMENT LLC
171 North Clark Street 6900 Bowling Boulevard, Suite 250
Chicago, IL 60601-3294 Louisville, KY 40207
MONTAG & CALDWELL, INC. BLAIRLOGIE CAPITAL MANAGEMENT
3343 Peachtree Road, NE, Suite 1100 4th Floor, 125 Princes Street
Atlanta, GA 30326-1450 Edinburgh EH2 4AD, Scotland
<PAGE>
TABLE OF CONTENTS
<TABLE>
Page
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<S> <C>
THE FUNDS 3
INVESTMENT POLICIES AND RISK CONSIDERATIONS 3
INVESTMENT RESTRICTIONS 24
TRUSTEES AND OFFICERS 26
PRINCIPAL HOLDERS OF SECURITIES 27
INVESTMENT ADVISORY AND OTHER SERVICES 31
Investment Advisory Agreements 31
The Administrator and Sub-Administrator 34
Distribution Plan 35
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS 36
NET ASSET VALUE 38
DIVIDENDS 38
TAXES 39
PERFORMANCE INFORMATION 41
OTHER INFORMATION 45
APPENDIX A A-1
APPENDIX B B-1
The Annual Report including Audited Financial
</TABLE>
Statements dated October 31, 1999 (Class N
only unless otherwise indicated)
Alleghany/Montag & Caldwell Growth Fund - Class N and
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 /Blairlogie
International Developed Fund - Class N and Class I
Alleghany/Blairlogie Emerging Markets Fund - Class N
and Class I Alleghany/Montag & Caldwell Balanced Fund
- Class N and Class I Alleghany/Chicago Trust
Balanced Fund Alleghany/Chicago Trust Bond Fund
Alleghany/Chicago Trust Municipal Bond Fund
Alleghany/Chicago Trust Money Market Fund
No person has been authorized to give any information or to make any
representations not contained in this Statement of Additional Information or in
the Prospectus in connection with the offering made by the Prospectus. If given
or made, such information or representations must not be relied upon as having
been authorized by the Company or its distributor. The Prospectus does not
constitute an offering by the Company or the distributor in any jurisdiction in
which such offering may not lawfully be made.
<PAGE>
57
THE FUNDS
Alleghany Funds, 171 North Clark Street, Chicago, Illinois 60601-3294,
is a no-load, open-end management investment company which currently offers
thirteen series of shares of beneficial interest representing separate
portfolios of investments: Alleghany/Montag & Caldwell Growth Fund,
Alleghany/Chicago Trust Growth & Income Fund, Alleghany/Chicago Trust Talon
Fund, Alleghany/Chicago Trust Small Cap Value Fund, Alleghany/Veredus Aggressive
Growth Fund, Alleghany/Veredus SciTech Fund, Alleghany/Blairlogie International
Developed Fund, Alleghany/Blairlogie Emerging Markets Fund, Alleghany/Montag &
Caldwell Balanced Fund, Alleghany/Chicago Trust Balanced Fund, Alleghany/Chicago
Trust Bond Fund, Alleghany/Chicago Trust Municipal Bond Fund and
Alleghany/Chicago Trust Money Market Fund. The Company was established as a
Delaware business trust on September 10, 1993.
INVESTMENT POLICIES AND RISK CONSIDERATIONS
The following supplements the information contained in the Prospectus
concerning the investment policies of the Funds. Except as otherwise stated
below or in the Prospectus, all Funds may invest in the portfolio investments
included in this section.
The investment practices described below, except for the discussion of
portfolio loan transactions, are not fundamental and may be changed by the Board
of Trustees without the approval of the shareholders.
Certain of the following investment instruments are generally
considered "derivative" in nature and are so noted. While not a fundamental
policy, each Fund that is permitted the use of such instruments will generally
limit its aggregate holdings of such instruments to 20% or less of its total
assets.
RESTRICTED SECURITIES
Each Fund will limit investments in securities of issuers which the
Fund is restricted from selling to the public without registration under the
Securities Act of 1933, as amended (the "1933 Act") to no more than 5% of the
Fund's total assets, excluding restricted securities eligible for resale
pursuant to Rule 144A that have been determined to be liquid by a Fund's
Investment Adviser, pursuant to guidelines adopted by the Company's Board of
Trustees.
CONVERTIBLE SECURITIES
Common stock occupies the most junior position in a company's capital
structure. Convertible securities entitle the holder to exchange the securities
for a specified number of shares of common stock, usually of the same company,
at specified prices within a certain period of time and to receive interest or
dividends until the holder elects to convert. The provisions of any convertible
security determine its ranking in a company's capital structure. In the case of
subordinated convertible debentures, the holder's claims on assets and earnings
are subordinated to the claims of other creditors and are senior to the claims
of preferred and common shareholders. In the case of preferred stock and
convertible preferred stock, the holder's claims on assets and earnings are
subordinated to the claims of all creditors but are senior to the claims of
common shareholders.
MONEY MARKET INSTRUMENTS AND RELATED RISKS
All Funds may invest in money market instruments, including bank
obligations and commercial paper. Money market instruments in which the Funds
may invest include, but are not limited to the following: short-term corporate
obligations, Certificates of Deposit ("CDs"), Eurodollar Certificates of Deposit
("Euro CDs"), Yankee Certificates of Deposit ("Yankee CDs"), foreign bankers'
acceptances, foreign commercial paper, letter of credit-backed commercial paper,
time deposits, loan participations ("LPs"), variable- and floating-rate
instruments, and master demand notes. Bank obligations may include bankers'
acceptances, negotiable certificates of deposit and non-negotiable time deposits
earning a specified return, issued for a definite period of time by a U.S. bank
that is a member of the Federal Reserve System or is insured by the Federal
Deposit Insurance Corporation, or by a savings and loan association or savings
bank that is insured by the Federal Deposit Insurance Corporation. Bank
obligations also include U.S. dollar-denominated obligations of foreign branches
of U.S. banks or of U.S. branches of foreign banks, all of the same type as
domestic bank obligations. Investments in bank obligations are limited to the
obligations of financial institutions having more than $1 billion in total
assets at the time of purchase. Investments by Alleghany/Chicago Trust Money
Market Fund in non-negotiable time deposits are limited to no more than 5% of
its total assets at the time of purchase.
Domestic and foreign banks are subject to extensive but different
government regulations which may limit the amount and types of their loans and
the interest rates that may be charged. In addition, the profitability of the
banking industry is largely dependent upon the availability and cost of funds to
finance lending operations and the quality of underlying bank assets.
Investments in obligations of foreign branches of U.S. banks and
of U.S. branches of foreign banks may subject a Fund to additional investment
risks, including future political and economic developments, the possible
imposition of withholding taxes on interest income, possible seizure or
nationalization of foreign deposits, the possible establishment of exchange
controls, or the adoption of other foreign governmental restrictions which might
adversely affect the payment of principal and interest on such obligations. In
addition, foreign branches of U.S. banks and U.S. branches of foreign banks may
be subject to less stringent reserve requirements and to different accounting,
auditing, reporting and record keeping standards than those applicable to
domestic branches of U.S. banks. Investments in the obligations of U.S. branches
of foreign banks or foreign branches of U.S. banks will be made only when the
Investment Adviser believes that the credit risk with respect to the investment
is minimal.
Euro CDs, Yankee CDs and foreign bankers' acceptances involve risks
that are different from investments in securities of U.S. banks. The major risk,
which is sometimes referred to as "sovereign risk," pertains to possible future
unfavorable political and economic developments, possible withholding taxes,
seizures of foreign deposits, currency controls, interest limitations, or other
governmental restrictions which might affect payment of principal or interest.
Investment in foreign commercial paper also involves risks that are different
from investments in securities of commercial paper issued by U.S. companies.
Non-U.S. securities markets generally are not as developed or efficient as those
in the United States. Such securities may be less liquid and more volatile than
securities of comparable U.S. corporations. Non-U.S. issuers are not generally
subject to uniform accounting and financial reporting standards, practices and
requirements comparable to those applicable to U.S. issuers. In addition, there
may be less public information available about foreign banks, their branches and
other issuers.
Time deposits usually trade at a premium over Treasuries of the same
maturity. Investors regard such deposits as carrying some credit risk, which
Treasuries do not; also, investors regard time deposits as being sufficiently
less liquid than Treasuries; hence, investors demand some extra yield for buying
time deposits rather than Treasuries. The investor in a loan participation has a
dual credit risk to both the borrower and also the selling bank. The second risk
arises because it is the selling bank that collects interest and principal and
sends it to the investor.
Commercial paper may include variable and floating-rate
instruments, which are unsecured instruments that permit the interest on
indebtedness thereunder to vary. Variable-rate instruments provide for periodic
adjustments in the interest rate. Floating-rate instruments provide for
automatic adjustment of the interest rate whenever some other specified interest
rate changes. Some variable and floating-rate obligations are direct lending
arrangements between the purchaser and the issuer and there may be no active
secondary market. However, in the case of variable and floating-rate obligations
with the demand feature, a Fund may demand payment of principal and accrued
interest at a time specified in the instrument or may resell the instrument to a
third party. In the event an issuer of a variable or floating-rate obligation
defaulted on its payment obligation, a Fund might be unable to dispose of the
note because of the absence of a secondary market and could, for this or other
reasons, suffer a loss to the extent of the default. Substantial holdings of
variable and floating-rate instruments could reduce portfolio liquidity.
Variable- and Floating-Rate Instruments and Related Risks
With respect to the variable- and floating-rate instruments that may be
acquired by Alleghany/Montag & Caldwell Balanced Fund, Alleghany/Chicago Trust
Balanced Fund, Alleghany/Chicago Trust Bond Fund or Alleghany/Chicago Trust
Municipal Bond Fund, the Investment Adviser will consider the earning power,
cash flows and other liquidity ratios of the issuers and guarantors of such
instruments and, if the instruments are subject to demand features, will monitor
their financial status with respect to the ability of the issuer to meet its
obligation to make payment on demand. Where necessary to ensure that a variable-
or floating-rate instrument meets a Fund's quality requirements, the issuer's
obligation to pay the principal of the instrument will be backed by an
unconditional bank letter or line of credit, guarantee or commitment to lend.
Because variable and floating-rate instruments are direct lending
arrangements between the lender and the borrower, it is not contemplated that
such instruments will generally be traded, and there is generally no established
secondary market for these obligations, although they are redeemable at face
value. Accordingly, where these obligations are not secured by letters of credit
or other credit support arrangements, the Fund's right to redeem is dependent on
the ability of the borrower to pay principal and interest on demand.
The same credit research must be done for master demand notes as in
accepted names for potential commercial paper issuers to reduce the chances of a
borrower getting into serious financial difficulties.
Loan Participations
All Funds may engage in loan participations ("LPs"). LPs are loans sold
by the lending bank to an investor. The loan participant borrower may be a
company with highly-rated commercial paper that finds it can obtain cheaper
funding through an LP than with commercial paper and can also increase the
company's name recognition in the capital markets. LPs often generate greater
yield than commercial paper.
The borrower of the underlying loan will be deemed to be the issuer
except to the extent the Fund derives its rights from the intermediary bank
which sold the LPs. Because LPs are undivided interests in a loan made by the
issuing bank, the Fund may not have the right to proceed against the LP borrower
without the consent of other holders of the LPs. In addition, LPs will be
treated as illiquid if, in the judgment of the Investment Adviser, they cannot
be sold within seven days.
Foreign Bankers' Acceptances
All Funds may purchase foreign bankers' acceptances, although
Alleghany/Chicago Trust Money Market Fund's purchases are limited by the quality
standards of Rule 2a-7 under the Investment Company Act of 1940 (the "1940
Act"). Foreign bankers' acceptances are short-term (270 days or less),
non-interest-bearing notes sold at a discount and redeemed by the accepting
foreign bank at maturity for full face value and denominated in U.S. dollars.
Foreign bankers' acceptances are the obligations of the foreign bank involved,
to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and the drawer to pay the face amount of the
instrument upon maturity.
Foreign Commercial Paper
All Funds may purchase foreign commercial paper, although
Alleghany/Chicago Trust Money Market Fund's purchases are limited by the quality
standards of Rule 2a-7 under the 1940 Act. Foreign commercial paper consists of
short-term unsecured promissory notes denominated in U.S. dollars, either issued
directly by a foreign firm in the U.S., or issued by a "domestic shell"
subsidiary of a foreign firm established to raise dollars for the firm's
operations abroad or for its U.S. subsidiary. Like commercial paper issued by
U.S. companies, foreign commercial paper is rated by the rating agencies
(Moody's, S&P) as to the issuer's creditworthiness. Foreign commercial paper can
potentially provide the investor with a greater yield than domestic commercial
paper.
Eurodollar Certificates of Deposit
A Euro CD is a receipt from a bank for funds deposited at that bank for
a specific period of time at some specific rate of return and denominated in
U.S. dollars. It is the liability of a U.S. bank branch or foreign bank located
outside the U.S. Almost all Euro CDs are issued in London.
Yankee Certificates of Deposit
Yankee CDs are certificates of deposit that are issued domestically by
foreign banks. It is a means by which foreign banks may gain access to U.S.
markets through their branches which are located in the United States, typically
in New York. These CDs are treated as domestic securities.
<PAGE>
REPURCHASE AGREEMENTS
All Funds may enter into repurchase agreements pursuant to which a Fund
purchases portfolio assets from a bank or broker-dealer concurrently with an
agreement by the seller to repurchase the same assets from the Fund at a later
date at a fixed price. Repurchase agreements are considered, under the 1940 Act,
to be collateralized loans by a Fund to the seller secured by the securities
transferred to the Fund. Repurchase agreements will be fully collateralized by
securities in which the Fund may invest directly. Such collateral will be
marked-to-market daily. If the seller of the underlying security under the
repurchase agreement should default on its obligation to repurchase the
underlying security, a Fund may experience delay or difficulty in exercising its
right to realize upon the security and, in addition, may incur a loss if the
value of the security should decline, as well as disposition costs in
liquidating the security. A Fund must treat each repurchase agreement as a
security for tax diversification purposes and not as cash, a cash equivalent or
receivable.
The repurchase price generally equals the price paid by a Fund plus
interest negotiated on the basis of current short-term rates (which may be more
or less than the rate on the securities underlying the repurchase agreement).
Repurchase agreements may be considered loans by a Fund under the 1940 Act.
The financial institutions with which a Fund may enter into repurchase
agreements are banks and non-bank dealers of U.S. Government securities that are
listed on the Federal Reserve Bank of New York's list of reporting dealers and
banks, if such banks and non-bank dealers are deemed creditworthy by the
Investment Adviser or Sub-Investment Adviser. The Investment Adviser or
Sub-Investment Adviser will continue to monitor the creditworthiness of the
seller under a repurchase agreement and will require the seller to maintain
during the term of the agreement the value of the securities subject to the
agreement at not less than the repurchase price.
Each Fund will only enter into a repurchase agreement where the market
value of the underlying security, including interest accrued, will be at all
times equal to or exceed the value of the repurchase agreement. The securities
held subject to a repurchase agreement by Alleghany/Chicago Trust Money Market
Fund may have stated maturities exceeding 13 months, provided the repurchase
agreement itself matures in less than 13 months.
REVERSE REPURCHASE AGREEMENTS
All Funds may enter into reverse repurchase agreements with banks and
broker dealers. Reverse repurchase agreements involve the sale of securities
held by a Fund pursuant to a Fund's agreement to repurchase the securities at an
agreed upon price, date and rate of interest. During the reverse repurchase
agreement period, the Fund continues to receive principal and interest payments
on these securities. Such agreements are considered to be borrowings under the
1940 Act and may be entered into only for temporary or emergency purposes. While
reverse repurchase transactions are outstanding, a Fund will maintain in a
segregated account cash, or liquid, securities in an amount at least equal to
the market value of the securities, plus accrued interest, subject to the
agreement. (Liquid securities as used in the prospectus and this Statement of
Additional Information include equity securities and debt securities that are
unencumbered and marked-to-market daily.) Reverse repurchase agreements involve
the risk that the market value of the securities sold by the Fund may decline
below the price at which the Fund is obligated to repurchase such securities.
BORROWING
The Funds may not borrow money or issue senior securities, except as
described in this paragraph. Each Fund may borrow from banks or enter into
reverse repurchase agreements for temporary purposes in amounts up to 10% of the
value of its total assets. The Funds may not mortgage, pledge, or hypothecate
any assets, except that each Fund may do so in connection with borrowings for
temporary purposes in amounts not in excess of the lesser of the dollar amounts
borrowed or 10% of the value of the total assets of the Fund. The Funds may also
borrow money for extraordinary purposes or to facilitate redemptions in amounts
up to 25% of the value of total assets. A Fund will not purchase securities
while its borrowings (including reverse repurchase agreements) exceed 5% of its
total assets. The Funds have no intention of increasing their net income through
borrowing. Any borrowing will be done from a bank with the required asset
coverage of at least 300%. In the event that such asset coverage shall at any
time fall below 300%, the Fund shall, within three days thereafter (not
including Sundays or holidays) or such longer period as the Securities and
Exchange Commission ("SEC") may prescribe by rules and regulations, reduce the
amount of its borrowings to such an extent that the asset coverage of such
borrowings shall be at least 300%.
ILLIQUID SECURITIES
All Funds may invest up to 15% (10% in the case of Alleghany/Chicago
Trust Money Market Fund) of their respective net assets in securities which are
illiquid. Illiquid securities will generally include, but are not limited to:
repurchase agreements and time deposits with notice/termination dates in excess
of seven days; unlisted over-the-counter options; interest rate, currency and
mortgage swap agreements; interest rate caps, floors and collars; and certain
securities which are subject to trading restrictions because they are not
registered under the 1933 Act.
RULE 144A SECURITIES
All Funds may purchase securities which are not registered under the
1933 Act but which can be sold to "qualified institutional buyers" in accordance
with Rule 144A under the 1933 Act. Any such security will not be considered
illiquid so long as it is determined by the Investment Adviser or Sub-Investment
Adviser, under guidelines approved by the Company's Board of Trustees, that an
adequate trading market exists for that security. This investment practice could
have the effect of increasing the level of illiquidity in a Fund during any
period that qualified institutional buyers become uninterested in purchasing
these restricted securities.
SECURITIES LENDING
All Funds may seek additional income at times by lending their
respective portfolio securities to broker-dealers and financial institutions
provided that: (1) the loan is secured by collateral that is continuously
maintained in an amount at least equal to the current market value of the
securities loaned, (2) a Fund may call the loan at any time with proper notice
and receive the securities loaned, (3) a Fund will continue to receive interest
and/or dividends paid on the loaned securities and may simultaneously earn
interest on the investment of any cash collateral, and (4) the aggregate market
value of all securities loaned by a Fund will not at any time exceed 25% of the
total assets of such Fund.
Collateral will normally consist of cash or cash equivalents,
securities issued by the U.S. government or its agencies or instrumentalities or
irrevocable letters of credit. Securities lending by a Fund involves the risk
that the borrower may fail to return the loaned securities or maintain the
proper amount of collateral. Therefore, a Fund will only enter into such lending
after a review by the Investment Adviser of the borrower's financial statements,
reports and other information as may be necessary to evaluate the
creditworthiness of the borrower. Such reviews will be conducted on an ongoing
basis as long as the loan is outstanding.
SECURITIES OF OTHER INVESTMENT COMPANIES
All Funds may invest in securities issued by other investment companies
which invest in securities in which the particular Fund is permitted to invest
and which determine their net asset value per share based on the amortized cost
or penny-rounding method. As a shareholder of another investment company, each
Fund would bear, along with other shareholders, its pro rata portion of the such
investment company's expenses, including advisory fees. These expenses would be
in addition to the advisory and other expenses that a Fund bears directly in
connection with its own operations.
Each Fund intends to limit its investments in securities issued by
other investment companies prescribed by the 1940 Act so that, as determined
immediately after a purchase of such securities is made: (i) not more than 5% of
the value of the Fund's total assets will be invested in the securities of any
one investment company; (ii) not more than 10% of its total assets will be
invested in the aggregate in securities of investment companies as a group; and
(iii) not more than 3% of the outstanding voting stock of any one investment
company will be owned by the Fund as a whole.
SHORT-TERM TRADING
All Funds may engage in short-term trading. Securities may be sold in
anticipation of a market decline or purchased in anticipation of a market rise
and later sold. In addition, a security may be sold and another purchased at
approximately the same time to take advantage of what a Fund believes to be a
temporary disparity in the normal yield relationship between the two securities.
Such trading may be expected to increase a Fund's portfolio turnover rate and
the expenses incurred in connection with such trading.
ZERO COUPON BONDS
All Funds except Alleghany/Montag & Caldwell Growth Fund,
Alleghany/Chicago Trust Talon Fund and Alleghany/Chicago Trust Money Market Fund
may invest in zero coupon securities, which are debt securities issued or sold
at a discount from their face value that do not entitle the holder to any
periodic payment of interest prior to maturity, a specified redemption date or a
cash payment date. The amount of the discount varies depending on the time
remaining until maturity or cash payment date, prevailing interest rates,
liquidity of the security and perceived credit quality of the issuer.
Zero coupon securities also may take the form of debt securities that
have been stripped of their unmatured interest coupons, the coupons themselves
and receipts or certificates representing interests in such stripped debt
obligations and coupons. The market prices of zero coupon securities are
generally more volatile than the market prices of interest-bearing securities
and respond more to changes in interest rates than interest-bearing securities
with similar maturities and credit qualities. The original issue discount on the
zero coupon bonds must be included ratably in the income of the Funds as the
income accrues even though payment has not been received. These Funds
nevertheless intend to distribute an amount of cash equal to the currently
accrued original issue discount, and this may require liquidating securities at
times they might not otherwise do so and may result in capital loss.
LOWER-GRADE DEBT SECURITIES AND RELATED RISKS
Alleghany/Chicago Trust Growth & Income Fund, Alleghany/Chicago
Trust Talon Fund, Alleghany/Chicago Trust Balanced Fund, Alleghany/Chicago Trust
Bond Fund and Alleghany/Chicago Trust Municipal Bond Fund may invest in
securities with high yields and high risks. Alleghany/Chicago Trust Growth &
Income Fund may invest up to 10% of its assets in such securities.
Alleghany/Chicago Trust Balanced Fund, Alleghany/Chicago Trust Bond Fund and
Alleghany/Chicago Trust Municipal Bond Fund may each invest up to 20% of their
respective assets in such securities.
Fixed income securities rated lower than "Baa3" by Moody's or "BBB-" by
S&P, frequently referred to as "junk bonds," are considered to be of poor
standing and predominantly speculative. Such securities are subject to a
substantial degree of credit risk. Such medium- and low-grade bonds held by a
Fund may be issued as a consequence of corporate restructurings, such as
leveraged buy-outs, mergers, acquisitions, debt recapitalizations; or similar
events. Also, high-yield bonds are often issued by smaller, less creditworthy
companies or by highly leveraged firms, which are generally less able than more
financially stable firms to make scheduled payments of interest and principal.
The risks posed by bonds issued under such circumstances are substantial.
Medium- and low-grade bonds may be issued as a consequence of corporate
restructurings, such as leveraged buy-outs, mergers, acquisitions, debt
recapitalizations or similar events. Also, these bonds are often issued by
smaller, less creditworthy companies or by highly leveraged firms which are
generally less able than more financially stable firms to make scheduled
payments of interest and principal. The risks posed by bonds issued under such
circumstances are substantial. Also, during an economic downturn or substantial
period of rising interest rates, highly leveraged issuers may experience
financial stress which would adversely affect their ability to service principal
and interest payment obligations, to meet projected business goals and to obtain
additional financing. Changes by recognized rating agencies in their rating of
any security and in the ability of an issuer to make payments of interest and
principal will also ordinarily have a more dramatic effect on the values of
these investments than on the values of higher-rated securities. Such changes in
value will not affect cash income derived from these securities, unless the
issuers fail to pay interest or dividends when due. Such changes will, however,
affect a Fund's net asset value per share. There can be no assurance that
diversification will protect a Fund from widespread bond defaults brought about
by a sustained economic downturn.
In the past, the high yields from low-grade bonds have more than
compensated for the higher default rates on such securities. However, there can
be no assurance that diversification will protect a Fund from widespread bond
defaults brought about by a sustained economic downturn, or that yields will
continue to offset default rates on high-yield bonds in the future. Issuers of
these securities are often highly leveraged, so that their ability to service
their debt obligations during an economic downturn or during sustained periods
of rising interest rates may be impaired. In addition, such issuers may not have
more traditional methods of financing available to them and may be unable to
repay debt at maturity by refinancing. Further, the recent economic recession
has resulted in default levels with respect to such securities in excess of
historic averages.
The value of lower-rated debt securities will be influenced not only by
changing interest rates, but also by the bond market's perception of credit
quality and the outlook for economic growth. When economic conditions appear to
be deteriorating, low- and medium-rated bonds may decline in market value due to
investors' heightened concern over credit quality, regardless of prevailing
interest rates. Adverse publicity and investor perceptions, whether or not based
on fundamental analysis, may decrease the value and liquidity of lower-rated
securities held by a Fund, especially in a thinly traded market. Illiquid or
restricted securities held by a Fund may involve valuation difficulties.
Especially at such times, trading in the secondary market for
high-yield bonds may become thin and market liquidity may be significantly
reduced. Even under normal conditions, the market for high-yield bonds may be
less liquid than the market for investment-grade corporate bonds. There are
fewer securities dealers in the high-yield market, and purchasers of high-yield
bonds are concentrated among a smaller group of securities dealers and
institutional investors. In periods of reduced market liquidity, high-yield bond
prices may become more volatile.
Youth and Growth of Lower-Rated Securities Market - The recent growth
of the lower-rated securities market has paralleled a long economic expansion,
and it has not weathered a recession in the market's present size and form. An
economic downturn or increase in interest rates is likely to have an adverse
effect on the lower-rated securities market generally (resulting in more
defaults) and on the value of lower-rated securities contained in the portfolios
of the Funds which hold these securities.
Sensitivity to Interest Rate and Economic Changes - The economy and
interest rates can affect lower-rated securities differently from other
securities. For example, the prices of lower-rated securities are more sensitive
to adverse economic changes or individual corporate developments than are the
prices of higher-rated investments. Also, during an economic downturn or
substantial period of rising interest rates, highly leveraged issuers may
experience financial stress which would adversely affect their ability to
service their principal and interest payment obligations, to meet projected
business goals and to obtain additional financing. If the issuer of a
lower-rated security defaulted, a Fund may incur additional expenses to seek
recovery. In addition, periods of economic uncertainty and changes can be
expected to result in increased volatility of market prices of lower-rated
securities and a Fund's net asset values.
Liquidity and Valuation - To the extent that an established secondary
market does not exist and a particular obligation is thinly traded, the
obligation's fair value may be difficult to determine because of the absence of
reliable, objective data. As a result, a Fund's valuation of the obligation and
the price it could obtain upon its disposition could differ.
Credit Ratings - The credit ratings of Moody's and S&P are evaluations
of the safety of principal and interest payments, not market value risk, of
lower-rated securities. Also, credit rating agencies may fail to timely change
the credit ratings to reflect subsequent events. Therefore, in addition to using
recognized rating agencies and other sources, the Investment Adviser or
Sub-Investment Adviser also performs its own analysis of issuers in selecting
investments for the Funds. The Investment Adviser's or Sub-Investment Adviser's
analysis of issuers may include, among other things, historic and current
financial condition, current and anticipated cash flow and borrowing strength of
management, responsiveness to business conditions, credit standing and current
and anticipated results of operations.
Yields and Ratings - The yields on certain obligations are dependent on
a variety of factors, including general market conditions, conditions in the
particular market for the obligation, the financial condition of the issuer, the
size of the offering, the maturity of the obligation and the ratings of the
issue. The ratings of Moody's and S&P represent their respective opinions as to
the quality of the obligations they undertake to rate. Ratings, however, are
general and are not absolute standards of quality. Consequently, obligations
with the same rating, maturity and interest rate may have different market
prices.
While any investment carries some risk, certain risks associated with
lower-rated securities are different from those for investment-grade securities.
The risk of loss through default is greater because lower-rated securities are
usually unsecured and are often subordinate to an issuer's other obligations.
Additionally, the issuers of these securities frequently have high debt levels
and are thus more sensitive to difficult economic conditions, individual
corporate developments and rising interest rates. Consequently, the market price
of these securities may be quite volatile and may result in wider fluctuations
of a Fund's net asset value per share.
DERIVATIVE INVESTMENTS
The term "derivatives" has been used to identify a range and variety of
financial instruments. In general, a derivative is commonly defined as a
financial instrument whose performance and value are derived, at least in part,
from another source, such as the performance of an underlying asset, or a
specific security, or an index of securities. As is the case with other types of
investments, a Fund's derivative instruments may entail various types and
degrees of risk, depending upon the characteristics of a derivative instrument
and the Fund's overall portfolio.
Each Fund permitted the use of derivatives may engage in such practices
for hedging purposes, to maintain liquidity, or in anticipation of changes in
the composition of its portfolio holdings. No Fund will engage in derivative
investments purely for speculative purposes. A Fund will invest in one or more
derivatives only to the extent that the instrument under consideration is judged
by the Investment Adviser to be consistent with the Fund's overall investment
objective and policies. In making such judgment, the potential benefits and
risks will be considered in relation to the Fund's other portfolio investments.
Where not specified, investment limitations with respect to a Fund's
derivative instruments will be consistent with such Fund's existing percentage
limitations with respect to its overall investment policies and restrictions.
While not a fundamental policy, the total of all instruments deemed derivative
in nature by the Investment Adviser will generally not exceed 20% of total
assets for any Fund; however, as this policy is not fundamental, it may be
changed from time to time when deemed appropriate by the Board of Trustees.
Listed below, including risks and policies with respect thereto, are the types
of securities in which certain Funds are permitted to invest which are
considered by the Investment Adviser to be derivative in nature.
Options and Related Risks
All Funds except Alleghany/Chicago Trust Small Cap Value Fund and
Alleghany/Chicago Trust Money Market Fund may buy put and call options and write
covered call and secured put options.
A call option enables the purchaser, in return for the premium paid, to
purchase securities from the writer of the option at an agreed price up to an
agreed date. The advantage is that the purchaser may hedge against an increase
in the price of securities it ultimately wishes to buy or may take advantage of
a rise in a particular index. A Fund will only purchase call options to the
extent premiums paid on all outstanding call options do not exceed 20% of such
Fund's total assets. A Fund will only sell or write call options on a covered
basis (e.g. on securities it holds in its portfolio).
A put option enables the purchaser of the option, in return for the
premium paid, to sell the security underlying the option to the writer at the
exercise price during the option period. The writer of the option has the
obligation to purchase the security from the purchaser of the option. The
advantage is that the purchaser can be protected should the market value of the
security decline or should a particular index decline. A Fund will only purchase
put options to the extent that the premiums on all outstanding put options do
not exceed 20% of a Fund's total assets. A Fund will only purchase put options
on a covered basis and write put options on a secured basis. Cash or other
collateral will be held in a segregated account for such options. A Fund will
receive premium income from writing put options, although it may be required,
when the put is exercised, to purchase securities at higher prices than the
current market price. At the time of purchase, a Fund will receive premium
income from writing call options, which may offset the cost of purchasing put
options and may also contribute to a Fund's total return. A Fund may lose
potential market appreciation if the judgment of its Investment Adviser or
Sub-Investment Adviser is incorrect with respect to interest rates, security
prices or the movement of indices.
An option on a securities index gives the purchaser of the option, in
return for the premium paid, the right to receive cash from the seller equal to
the difference between the closing price of the index and the exercise price of
the option.
Closing transactions essentially let a Fund offset put options or call
options prior to exercise or expiration. If a Fund cannot effect a closing
transaction, it may have to hold a security it would otherwise sell or deliver a
security it might want to hold.
A Fund may use options traded on U.S. exchanges, and to the extent
permitted by law, options traded over-the-counter. It is the position of the SEC
that over-the-counter options are illiquid. Accordingly, a Fund will invest in
such options only to the extent consistent with its 15% limit on investments in
illiquid securities.
These options are generally considered to be derivative securities.
Such options may relate to particular securities, stock indices, or financial
instruments and may or may not be listed on a national securities exchange and
issued by the Options Clearing Corporation. Options trading is a highly
specialized activity which entails greater than ordinary investment risk.
Options on particular securities may be more volatile than the underlying
securities, and, on a percentage basis, an investment in options may be subject
to greater fluctuation than an investment in the underlying securities
themselves.
These Funds will write call options only if they are "covered." In the
case of a call option on a security, the option is "covered" if a Fund owns the
security underlying the call or has an absolute and immediate right to acquire
that security without additional cash consideration (or, if additional cash
consideration is required, cash or liquid securities, in such amount are held in
a segregated account by its custodian) upon conversion or exchange of other
securities held by it. For a call option on an index, the option is covered if a
Fund maintains with its custodian a diversified stock portfolio, or liquid
assets equal to the contract value.
A call option is also covered if a Fund holds a call on the same
security or index as the call written where the exercise price of the call held
is (i) equal to or less than the exercise price of the call written; or (ii)
greater than the exercise price of the call written provided the difference is
maintained by the Fund in cash or liquid securities in a segregated account with
its custodian. The Funds will write put options only if they are "secured" by
liquid assets maintained in a segregated account by the Funds' Custodian in an
amount not less than the exercise price of the option at all times during the
option period.
A Fund's obligation to sell a security subject to a covered call option
written by it, or to purchase a security subject to a secured put option written
by it, may be terminated prior to the expiration date of the option by the
Fund's execution of a closing purchase transaction, which is effected by
purchasing on an exchange an option of the same series as the previously written
option. Such a purchase does not result in the ownership of an option. A closing
purchase transaction will ordinarily be effected to realize a profit on an
outstanding option, to prevent an underlying security from being called, to
permit the sale of the underlying security, or to permit the writing of a new
option containing different terms on such underlying security. The cost of such
a liquidation purchase plus transaction costs may be greater than the premium
received upon the original option, in which event the Fund will have incurred a
loss in the transaction.
There is no assurance that a liquid secondary market will exist for any
particular option. An option writer, unable to effect a closing purchase
transaction, will not be able to sell the underlying security (in the case of a
covered call option) or liquidate the segregated account (in the case of a
secured put option) until the option expires or the optioned security is
delivered upon exercise with the result that the writer in such circumstances
will be subject to the risk of market decline or appreciation in the security
during such period.
Purchasing Call Options - Each of these Funds may purchase call options
to the extent that premiums paid by such Fund do not aggregate more than 20% of
that Fund's total assets. When a Fund purchases a call option, in return for a
premium paid by the Fund to the writer of the option, the Fund obtains the right
to buy the security underlying the option at a specified exercise price at any
time during the term of the option. The writer of the call option, who receives
the premium upon writing the option, has the obligation, upon exercise of the
option, to deliver the underlying security against payment of the exercise
price. The advantage of purchasing call options is that a Fund may alter
portfolio characteristics and modify portfolio maturities without incurring the
cost associated with transactions, except the cost of the option.
A Fund may, following the purchase of a call option, liquidate its
position by effecting a closing sale transaction by selling an option of the
same series as the option previously purchased. The Fund will realize a profit
from a closing sale transaction if the price received on the transaction is more
than the premium paid to purchase the original call option; the Fund will
realize a loss from a closing sale transaction if the price received on the
transaction is less than the premium paid to purchase the original call option.
Although a Fund will generally purchase only those call options for
which there appears to be an active secondary market, there is no assurance that
a liquid secondary market on an exchange will exist for any particular option,
or at any particular time, and for some options no secondary market on an
exchange may exist. In such event, it may not be possible to effect closing
transactions in particular options, with the result that a Fund would have to
exercise its options in order to realize any profit and would incur brokerage
commissions upon the exercise of such options and upon the subsequent
disposition of the underlying securities acquired through the exercise of such
options. Further, unless the price of the underlying security changes
sufficiently, a call option purchased by a Fund may expire without any value to
the Fund, in which event the Fund would realize a capital loss which will be
short-term unless the option was held for more than one year.
Covered Call Writing - Each of these Funds may write covered call
options from time to time on such portions of their portfolios, without limit,
as the Investment Adviser or Sub-Investment Adviser determines is appropriate in
pursuing a Fund's investment objective. The advantage to a Fund of writing
covered calls is that the Fund receives a premium which is additional income.
However, if the security rises in value, the Fund may not fully participate in
the market appreciation.
During the option period, a covered call option writer may be assigned
an exercise notice by the broker-dealer through whom such call option was sold,
requiring the writer to deliver the underlying security against payment of the
exercise price. This obligation is terminated upon the expiration of the option
or upon entering a closing purchase transaction. A closing purchase transaction,
in which a Fund, as writer of an option, terminates its obligation by purchasing
an option of the same series as the option previously written, cannot be
effected with respect to an option once the option writer has received an
exercise notice for such option.
Closing purchase transactions will ordinarily be effected to realize a
profit on an outstanding call option, to prevent an underlying security from
being called, to permit the sale of the underlying security or to enable a Fund
to write another call option on the underlying security with either a different
exercise price or expiration date or both. A Fund may realize a net gain or loss
from a closing purchase transaction depending upon whether the net amount of the
original premium received on the call option is more or less than the cost of
effecting the closing purchase transaction. Any loss incurred in a closing
purchase transaction may be partially or entirely offset by the premium received
from a sale of a different call option on the same underlying security. Such a
loss may also be wholly or partially offset by unrealized appreciation in the
market value of the underlying security. Conversely, a gain resulting from a
closing purchase transaction could be offset in whole or in part by a decline in
the market value of the underlying security.
If a call option expires unexercised, the Fund will realize a
short-term capital gain in the amount of the premium on the option less the
commission paid. Such a gain, however, may be offset by depreciation in the
market value of the underlying security during the option period. If a call
option is exercised, a Fund will realize a gain or loss from the sale of the
underlying security equal to the difference between the cost of the underlying
security and the proceeds of the sale of the security plus the amount of the
premium on the option less the commission paid.
A Fund will write call options only on a covered basis, which means
that a Fund will own the underlying security subject to a call option at all
times during the option period. Unless a closing purchase transaction is
effected, a Fund would be required to continue to hold a security which it might
otherwise wish to sell or deliver a security it would want to hold. The exercise
price of a call option may be below, equal to, or above the current market value
of the underlying security at the time the option is written.
Purchasing Put Options - Each of these Funds may invest up to 20% of
its total assets in the purchase of put options. A Fund will, at all times
during which it holds a put option, own the security covered by such option.
With regard to the writing of put options, each Fund will limit the aggregate
value of the obligations underlying such put options to 50% of its total assets.
The purchase of the put on substantially identical securities held will
constitute a short sale for tax purposes, the effect of which is to create
short-term capital gain on the sale of the security and to suspend running of
its holding period (and treat it as commencing on the date of the closing of the
short sale) or that of a security acquired to cover the same if at the time the
put was acquired, the security had not been held for more than one year.
A put option purchased by a Fund gives it the right to sell one of its
securities for an agreed price up to an agreed date. A Fund would purchase put
options in order to protect against a decline in the market value of the
underlying security below the exercise price less the premium paid for the
option ("protective puts"). The ability to purchase put options allows a Fund to
protect unrealized gains in an appreciated security in their portfolios without
actually selling the security. If the security does not drop in value, a Fund
will lose the value of the premium paid. A Fund may sell a put option which it
has previously purchased prior to the sale of the securities underlying such
option. Such sale will result in a net gain or loss depending on whether the
amount received on the sale is more or less than the premium and other
transaction costs paid on the put option which is sold.
Each of these Funds may sell a put option purchased on individual
portfolio securities. Additionally, a Fund may enter into closing sale
transactions. A closing sale transaction is one in which a Fund, when it is the
holder of an outstanding option, liquidates its position by selling an option of
the same series as the option previously purchased.
Writing Put Options - Each of these Funds may also write put options on
a secured basis which means that a Fund will maintain in a segregated account
with its Custodian, cash or U.S. Government securities in an amount not less
than the exercise price of the option at all times during the option period. The
amount of cash or U.S. Government securities held in the segregated account will
be adjusted on a daily basis to reflect changes in the market value of the
securities covered by the put option written by the Fund. Secured put options
will generally be written in circumstances where the Investment Adviser or
Sub-Investment Adviser wishes to purchase the underlying security for a Fund's
portfolio at a price lower than the current market price of the security. In
such event, that Fund would write a secured put option at an exercise price
which, reduced by the premium received on the option, reflects the lower price
it is willing to pay.
Following the writing of a put option, a Fund may wish to terminate the
obligation to buy the security underlying the option by effecting a closing
purchase transaction. This is accomplished by buying an option of the same
series as the option previously written. The Fund may not, however, effect such
a closing transaction after it has been notified of the exercise of the option.
Foreign Currency Options - Alleghany/Blairlogie International Developed
Fund and Alleghany/Blairlogie Emerging Markets Fund may buy or sell put and call
options on foreign currencies either on exchanges or in the over-the-counter
market. A put option on a foreign currency gives the purchaser of the option the
right to sell a foreign currency at the exercise price until the option expires.
A call option on a foreign currency gives the purchaser of the option the right
to purchase the currency at the exercise price until the option expires.
Currency options traded on U.S. or other exchanges may be subject to position
limits which may limit the ability of a Fund to reduce foreign currency risk
using such options.
Futures Contracts and Related Risks
All Funds except Alleghany/Chicago Trust Small Cap Value Fund,
Alleghany/Veredus Aggressive Growth Fund, Alleghany/Veredus SciTech Fund and
Alleghany/Chicago Trust Money Market Fund may engage in futures contracts and
options on futures contracts for hedging purposes or to maintain liquidity.
However, a Fund may not purchase or sell a futures contract unless immediately
after any such transaction the sum of the aggregate amount of margin deposits on
its existing futures positions and the amount of premiums paid for related
options is 5% or less of its total assets, after taking into account unrealized
profits and unrealized losses on any such contracts. At maturity, a futures
contract obligates a Fund to take or make delivery of certain securities or the
cash value of a securities index. A Fund may sell a futures contract in order to
offset a decrease in the market value of its portfolio securities that might
otherwise result from a market decline. A Fund may do so either to hedge the
value of its portfolio of securities as a whole, or to protect against declines,
occurring prior to sales of securities, in the value of the securities to be
sold. Conversely, a Fund may purchase a futures contract in anticipation of
purchases of securities. In addition, a Fund may utilize futures contracts in
anticipation of changes in the composition of its portfolio holdings.
Any gain derived by a Fund from the use of such instruments will be
treated as a combination of short-term and long-term capital gain and, if not
offset by realized capital losses incurred by the Fund, will be distributed to
shareholders and will be taxable to shareholders as a combination of ordinary
income and long-term capital gain.
A Fund may purchase and sell call and put options on futures contracts
traded on an exchange or board of trade. When a Fund purchases an option on a
futures contract, it has the right to assume a position as a purchaser or seller
of a futures contract at a specified exercise price at any time during the
option period. When a Fund sells an option on a futures contract, it becomes
obligated to purchase or sell a futures contract if the option is exercised. In
anticipation of a market advance, a Fund may purchase call options on futures
contracts as a substitute for the purchase of futures contracts to hedge against
a possible increase in the price of securities which a Fund intends to purchase.
Similarly, if the market is expected to decline, a Fund might purchase put
options or sell call options on futures contracts rather than sell futures
contracts. In connection with a Fund's position in a futures contract or option
thereon, a Fund will create a segregated account of cash or liquid securities,
or will otherwise cover its position in accordance with applicable requirements
of the SEC.
The Funds may enter into contracts for the purchase or sale for future
delivery of securities, including index contracts. Futures contracts are
generally considered to be derivative securities. While futures contracts
provide for the delivery of securities, deliveries usually do not occur.
Contracts are generally terminated by entering into offsetting transactions.
The Funds may enter into such futures contracts to protect against the
adverse effects of fluctuations in security prices, or interest rates without
actually buying or selling the securities. For example, if interest rates are
expected to increase, a Fund might enter into futures contracts for the sale of
debt securities. Such a sale would have much the same effect as selling an
equivalent value of the debt securities owned by the Fund. If interest rates did
increase, the value of the debt securities in the portfolio would decline, but
the value of the futures contracts to the Fund would increase at approximately
the same rate, thereby keeping the net asset value of the Fund from declining as
much as it otherwise would have. Similarly, when it is expected that interest
rates may decline, futures contracts may be purchased to hedge in anticipation
of subsequent purchases of securities at higher prices. Since the fluctuations
in the value of futures contracts should be similar to those of debt securities,
the Fund could take advantage of the anticipated rise in value of debt
securities without actually buying them until the market had stabilized. At that
time, the futures contracts could be liquidated and the Fund could then buy debt
securities on the cash market.
A stock index futures contract obligates the seller to deliver (and the
purchaser to take) an amount of cash equal to a specific dollar amount times the
difference between the value of a specific stock index at the close of the last
trading day of the contract and the price at which the agreement was made. Open
futures contracts are valued on a daily basis and a Fund may be obligated to
provide or receive cash reflecting any decline or increase in the contract's
value. No physical delivery of the underlying stocks in the index is made in the
future.
With respect to options on futures contracts, when a Fund is
temporarily not fully invested, it may purchase a call option on a futures
contract to hedge against a market advance. The purchase of a call option on a
futures contract is similar in some respects to the purchase of a call option on
an individual security. Depending on the pricing of the option compared to
either the price of the futures contract upon which it is based, or the price of
the underlying debt securities, it may or may not be less risky than ownership
of the futures contract or underlying debt securities. As with the purchase of
futures contracts, when a Fund is not fully invested, it may purchase a call
option on a futures contract to hedge against a market advance.
The writing of a call option on a futures contract constitutes a
partial hedge against the declining price of the security or foreign currency
which is deliverable upon exercise of the futures contract. If the futures price
at the expiration of the option is below the exercise price, the Fund will
retain the full amount of the option premium which provides a partial hedge
against any decline that may have occurred in the value of the Fund's portfolio
holdings. The writing of a put option on a futures contract constitutes a
partial hedge against the increasing price of the security or foreign currency
which is deliverable upon exercise of the futures contract. If the futures price
at the expiration of the option is higher than the exercise price, the Fund will
retain the full amount of the option premium which provides a partial hedge
against any increase in the price of securities which the Fund intends to
purchase.
Call and put options on stock index futures are similar to options on
securities except that, rather than the right to purchase or sell stock at a
specified price, options on a stock index future give the holder the right to
receive cash. Upon exercise of the option, the delivery of the futures position
by the writer of the option to the holder of the option will be accompanied by
delivery of the accumulated balance in the writer's futures margin account which
represents the amount by which the market price of the futures contract, at
exercise, exceeds, in the case of a call, or is less than, in the case of a put,
the exercise price of the futures contract. If an option is exercised on the
last trading day prior to the expiration date of the option, the settlement will
be made entirely in cash equal to the difference between the exercise price of
the option and the closing price of the futures contract on the expiration date.
If a put or call option which a Fund has written is exercised, the Fund
may incur a loss which will be reduced by the amount of the premium it received.
Depending on the degree of correlation between changes in the value of its
portfolio securities and changes in the value of its options positions, the
Fund's losses from existing options on futures may, to some extent, be reduced
or increased by changes in the value of portfolio securities. The purchase of a
put option on a futures contract is similar in some respects to the purchase of
protective puts on portfolio securities and for Federal tax purposes, will be
considered a "short sale." For example, a Fund will purchase a put option on a
futures contract to hedge the Fund's portfolio against the risk of rising
interest rates.
To the extent that market prices move in an unexpected direction, a
Fund may not achieve the anticipated benefits of futures contracts or options on
futures contracts or may realize a loss. For example, if the Fund is hedged
against the possibility of an increase in interest rates which would adversely
affect the price of securities held in its portfolio and interest rates decrease
instead, the Fund would lose part or all of the benefit of the increased value
which it has because it would have offsetting losses in its futures position. In
addition, in such situations, if the Fund had insufficient cash, it may be
required to sell securities from its portfolio to meet daily variation margin
requirements. Such sales of securities may, but will not necessarily, be at
increased prices which reflect the rising market. A Fund may be required to sell
securities at a time when it may be disadvantageous to do so.
Options on securities, futures contracts, options on futures contracts,
and options on currencies may be traded on foreign exchanges. Such transactions
may not be regulated as effectively as similar transactions in the United
States; may not involve a clearing mechanism and related guarantees; and are
subject to the risk of governmental actions affecting trading in, or the prices
of, foreign securities. Some foreign exchanges may be principal markets so that
no common clearing facility exists and a trader may look only to the broker for
performance of the contract. The value of such positions also could be adversely
affected by (i) other complex foreign political, legal and economic factors,
(ii) lesser availability than in the United States of data on which to make
trading decision, (iii) delays in the Company's ability to act upon economic
events occurring in foreign markets during non-business hours in the United
States, (iv) the imposition of different exercise and settlement terms and
procedures and margin requirements than in the United States, and (v) lesser
trading volume. In addition, unless a Fund hedges against fluctuations in the
exchange rate between the U.S. dollar and the currencies in which trading is
done on foreign exchanges, any profits that a Fund might realize in trading
could be eliminated by adverse changes in the exchange rate, or the Fund could
incur losses as a result of those changes.
Further, with respect to options on futures contracts, a Fund may seek
to close out an option position by writing or buying an offsetting position
covering the same securities or contracts and have the same exercise price and
expiration date. The ability to establish and close out positions on options
will be subject to the maintenance of a liquid secondary market, which cannot be
assured.
FORWARD COMMITMENTS, WHEN-ISSUED SECURITIES AND DELAYED DELIVERY TRANSACTIONS
AND RELATED RISKS
All Funds except Alleghany/Chicago Trust Small Cap Value Fund and
Alleghany/Chicago Trust Money Market Fund may purchase or sell securities on a
when-issued or delayed-delivery basis and make contracts to purchase or sell
securities for a fixed price at a future date beyond customary settlement time.
Securities purchased or sold on a when-issued, delayed-delivery, or forward
commitment basis involve a risk of loss if the value of the security to be
purchased declines prior to the settlement date. Although a Fund would generally
purchase securities on a when-issued, delayed-delivery, or forward commitment
basis with the intention of acquiring the securities, a Fund may dispose of such
securities prior to settlement if its Investment Adviser or Sub-Investment
Adviser deems it appropriate to do so.
The Funds may dispose of or negotiate a when-issued or forward
commitment after entering into these transactions. Such transactions are
generally considered to be derivative transactions. The Funds will normally
realize a capital gain or loss in connection with these transactions. For
purposes of determining a Fund's average dollar-weighted maturity, the maturity
of when-issued or forward commitment securities will be calculated from the
commitment date.
When a Fund purchases securities on a when-issued, delayed delivery or
forward commitment basis, the Fund's Custodian will maintain in a segregated
account: cash, or liquid securities having a value (determined daily) at least
equal to the amount of the Fund's purchase commitments. In the case of a forward
commitment to sell portfolio securities, the Custodian will hold the portfolio
securities themselves in a segregated account while the commitment is
outstanding. These procedures are designed to ensure that the Fund will maintain
sufficient assets at all times to cover its obligations under when-issued
purchases, forward commitments and delayed delivery transactions.
Swap Agreements. Alleghany/Blairlogie International Developed Fund and
Alleghany/Blairlogie Emerging Markets Fund may enter into equity index swap
agreements for purposes of attempting to gain exposure to the stocks making up
an index of securities in a market without actually purchasing those stocks.
Swap agreements are two-party contracts entered into primarily by institutional
investors for periods ranging from a few weeks to more than one year. In a
standard "swap" transaction, two parties agree to exchange the returns (or
differentials in rates of return) earned or realized on particular predetermined
investments or instruments. The gross returns to be exchanged or "swapped"
between the parties are calculated with respect to a "notional amount," i.e.,
the return on or increase in value of a particular dollar amount invested in a
"basket" of securities representing a particular index.
Most swap agreements entered into by a Fund calculate the
obligations of the parties to the agreement on a "net basis." Consequently, a
Fund's current obligations (or rights) under a swap agreement will generally be
equal only to the net amount to be paid or received under the agreement based on
the relative values of the positions held by each party to the agreement (the
"net amount"). A Fund's current obligations under a swap agreement will be
accrued daily (offset against any amounts owing to the Fund) and any accrued but
unpaid net amounts owed to a swap counter party will be covered by the
maintenance of a segregated account consisting of assets determined to be liquid
by the Investment Adviser in accordance with procedures established by the Board
of Trustees, to avoid any potential leveraging of the Fund's portfolio.
Obligations under swap agreements so covered will not be construed to be "senior
securities" for purposes of a Fund's investment restriction concerning senior
securities. A Fund will not enter into a swap agreement with any single party if
the net amount owed or to be received under existing contracts with that party
would exceed 5% of the Fund's assets.
Whether a Fund's use of swap agreements will be successful in
furthering its investment objective will depend on the Investment Adviser's
ability to predict correctly whether certain types of investments are likely to
produce greater returns than other investments. Because they are two-party
contracts and because they may have terms of greater than seven days, swap
agreements may be considered to be illiquid. Moreover, a Fund bears the risk of
loss of the amount expected to be received under a swap agreement in the event
of the default or bankruptcy of a swap agreement counterparty. The Funds will
enter into swap agreements only with counterparties that meet certain standards
of creditworthiness (generally, such counterparties would have to be eligible
counterparties under the terms of the Funds' repurchase agreement guidelines).
Certain restrictions imposed on the Funds by the Internal Revenue Code may limit
the Funds' ability to use swap agreements. The Swaps market is a relatively new
market and is largely unregulated. It is possible that developments in the swaps
market, including potential government regulation, could adversely affect a
Fund's ability to terminate existing swap agreements or to realize amounts to be
received under such agreements.
INTEREST RATE SWAPS AND RELATED RISKS
Only Alleghany/Chicago Trust Balanced Fund, Alleghany/Chicago Trust
Bond Fund and Alleghany/Chicago Trust Municipal Bond Fund, in order to help
enhance the value of their respective portfolios or manage exposure to different
types of investments, may enter into interest rate currency and mortgage swap
agreements and may purchase and sell interest rate "caps," "floors," and
"collars" for hedging purposes and not for speculation. Interest rate swaps are
generally considered to be derivative transactions. In a typical interest rate
swap agreement, one party agrees to make regular payments equal to a floating
interest rate on a specified amount in return for payments equal to a fixed
interest rate on the same amount for a specified period. Swaps involve the
exchange between a Fund and another party of their respective rights to receive
interest, e.g., an exchange of fixed-rate payments for floating-rate payments.
For example, if a Fund holds an interest-paying security whose interest rate is
reset once a year, it may swap the right to receive interest at this fixed-rate
for the right to receive interest at a rate that is reset daily. Such a swap
position would offset changes in the value of the underlying security because of
subsequent changes in interest rates. This would protect a Fund from a decline
in the value of the underlying security due to rising rates, but would also
limit its ability to benefit from falling interest rates. A Fund will enter into
interest rate swaps only on a net basis (i.e. the two payment streams will be
netted out, with the Fund receiving or paying as the case may be, only the net
amount of the two payments). The net amount of the excess, if any, of a Fund's
obligations over its entitlements with respect to each interest rate swap, will
be accrued on a daily basis and an amount of cash or liquid securities having an
aggregate net asset value at least equal to the accrued excess, will be
maintained in a segregated account by the Company's custodian bank.
Interest rate swaps do not involve the delivery of securities or other
underlying assets or principal. Thus, if the other party to an interest rate
swap defaults, a Fund's risk of loss consists of the net amount of interest
payments that the Fund is contractually entitled to receive.
A Fund will typically use interest rate swaps to preserve a return on a
particular investment or portion of its portfolio or to shorten the effective
duration of its portfolio investments. Interest rate swaps involve the exchange
by a Fund with another party of their respective commitments to pay or receive
interest, such as an exchange of fixed-rate payments for floating-rate payments.
A Fund will only enter into interest rate swaps on a net basis, i.e.,
the two payment streams are netted out, with the Fund receiving or paying, as
the case may be, only the net amount of the two payments. Inasmuch as these
transactions are entered into for good faith hedging purposes, the Funds and the
Investment Adviser believe that such obligations do not constitute senior
securities as defined in the 1940 Act and, accordingly, will not treat them as
being subject to the Funds' borrowing restrictions. The net amount of the
excess, if any, of a Fund's obligations over its entitlements with respect to
each interest rate swap will be accrued on a daily basis and an amount of cash
or liquid securities, having an aggregate net asset value at least equal to such
accrued excess will be maintained in a segregated account by the Fund's
Custodian.
In a cap or floor, one party agrees, usually in return for a fee, to
make payments under particular circumstances. For example, the purchaser of an
interest rate cap has the right to receive payments to the extent a specified
interest rate exceeds an agreed level; the purchaser of an interest rate floor
has the right to receive payments to the extent a specified interest rate falls
below an agreed level. A collar entitles the purchaser to receive payments to
the extent a specified interest rate falls outside an agreed range.
Swap agreements may involve leverage and may be highly volatile;
depending on how they are used, they may have a considerable impact on a Fund's
performance. Swap agreements involve risks depending upon the other party's
creditworthiness and ability to perform, as judged by the Investment Adviser as
well as the Fund's ability to terminate its swap agreements or reduce its
exposure through offsetting transactions.
ASSET-BACKED SECURITIES AND RELATED RISKS
All Funds except Alleghany/Montag & Caldwell Growth Fund,
Alleghany/Chicago Trust Talon Fund, Alleghany/Chicago Small Cap Value Fund,
Alleghany/Veredus Aggressive Growth Fund, Alleghany/Veredus SciTech Fund and
Alleghany/Chicago Trust Money Market Fund may invest in asset-backed securities.
Asset-backed securities are securities backed by installment contracts, credit
card and other receivables, or other financial type assets. Asset-backed
securities represent interests in "pools" of assets in which payments of both
interest and principal on the securities are made monthly, thus in effect
"passing through" monthly payments made by the individual borrowers on the
assets underlying securities, net of any fees paid to the issuer or guarantor of
the securities. The average life of asset-backed securities varies with the
maturities of the underlying instruments. An asset-backed security's stated
maturity may be shortened, and the security's total return may be difficult to
predict precisely. The risk that recovery on repossessed collateral might be
unavailable or inadequate to support payments on asset-backed securities is
greater than in the case for mortgage-backed securities. Falling interest rates
generally result in an increase in the rate of prepayments of mortgage loans
while rising interest rates generally decrease the rate of prepayments. An
acceleration in prepayments in response to sharply falling interest rates will
shorten the security's average maturity and limit the potential appreciation in
the security's value relative to a conventional debt security.
MORTGAGE-BACKED SECURITIES AND MORTGAGE PASS-THROUGH SECURITIES AND
RELATED RISKS
All Funds except Alleghany/Montag & Caldwell Growth Fund,
Alleghany/Chicago Trust Talon Fund, Alleghany/Chicago Small Cap Value Fund,
Alleghany/Veredus Aggressive Growth Fund, Alleghany/Veredus SciTech Fund and
Alleghany/Chicago Trust Money Market Fund may invest in mortgage-backed
securities. The timely payment of principal and interest on mortgage-backed
securities issued or guaranteed by Ginnie Mae (formerly known as the Government
National Mortgage Association) ("GNMA") is backed by GNMA and the full faith and
credit of the U.S. Government. Also, securities issued by GNMA and other
mortgage-backed securities may be purchased at a premium over the maturity value
of the underlying mortgages. This premium is not guaranteed and would be lost if
prepayment occurs. Mortgage-backed securities issued by U.S. Government agencies
or instrumentalities other than GNMA are not "full faith and credit"
obligations. Certain obligations, such as those issued by the Federal Home Loan
Bank are supported by the issuer's right to borrow from the U.S. Treasury; while
others, such as those issued by the Federal National Mortgage Association
("FNMA"), are supported only by the credit of the issuer. Unscheduled or early
payments on the underlying mortgages may shorten the securities' effective
maturities and reduce returns. These Funds may agree to purchase or sell these
securities with payment and delivery taking place at a future date.
Other mortgage-backed securities are issued by private issuers,
generally originators of and investors in mortgage loans, including savings
associations, mortgage bankers, commercial banks, investment bankers and special
purpose entities. These private mortgage-backed securities may be supported by
U.S. Government mortgage-backed securities or some form of non-government credit
enhancement. Mortgage-backed securities have either fixed or adjustable interest
rates. The rate of return on mortgage-backed securities may be affected by
prepayments of principal on the underlying loans, which generally increase as
interest rates decline; as a result, when interest rates decline, holders of
these securities normally do not benefit from appreciation in market value to
the same extent as holders of other non-callable debt securities. In addition,
like other debt securities, the values of mortgage-related securities, including
government and government-related mortgage pools, generally will fluctuate in
response to market interest rates.
Mortgage-backed securities have greater market volatility then other
types of securities. In addition, because prepayments often occur at times when
interest rates are low or are declining, the Funds may be unable to reinvest
such funds in securities which offer comparable yields. The yields provided by
these mortgage securities have historically exceeded the yields on other types
of U.S. Government securities with comparable maturities in large measure due to
the risks associated with prepayment features. (See "General Risks of Mortgage
Securities" herein.)
For Federal tax purposes other than diversification under Subchapter M
of the Internal Revenue Code of 1986, as amended (the "Code"), mortgage-backed
securities are not considered to be separate securities but rather "grantor
trusts" conveying to the holder an individual interest in each of the mortgages
constituting the pool.
The mortgage securities which are issued or guaranteed by GNMA, Federal
Home Loan Mortgage Corporation ("FHLMC"), or FNMA ("certificates") are called
pass-through certificates because a pro-rata share of both regular interest and
principal payments (less GNMA's, FHLMC's, or FNMA's fees and any applicable loan
servicing fees), as well as unscheduled early prepayments on the underlying
mortgage pool, are passed through monthly to the holder of the certificate
(i.e., the portfolio).
Each of these Funds may also invest in pass-through certificates issued
by non-governmental issuers. Pools of conventional residential mortgage loans
created by such issuers generally offer a higher rate of interest than
government and government-related pools because there are no direct or indirect
government guarantees of payment. Timely payment of interest and principal of
these pools is, however, generally supported by various forms of insurance or
guarantees, including individual loan, title, pool and hazard insurance. The
insurance and guarantees are issued by government entities, private insurance
and the mortgage poolers. Such insurance and guarantees and the creditworthiness
of the issuers thereof will be considered in determining whether a
mortgage-related security meets the Fund's quality standards. The Fund may buy
mortgage-related securities without insurance or guarantees if through an
examination of the loan experience and practices of the poolers, the investment
manager determines that the securities meet the Fund's quality standards.
COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"), REAL ESTATE MORTGAGE
INVESTMENT CONDUITS ("REMICS"), MULTI-CLASS PASS-THROUGHS AND RELATED RISKS
All Funds except Alleghany/Montag & Caldwell Growth Fund,
Alleghany/Chicago Trust Talon Fund, Alleghany/Chicago Trust Small Cap Value
Fund, Alleghany/Veredus Aggressive Growth Fund, Alleghany/Veredus SciTech Fund
and Alleghany/Chicago Trust Money Market Fund may also invest in certain debt
obligations which are collateralized by mortgage loans or mortgage pass-through
securities. These obligations are generally considered to be derivative
securities. CMOs and REMICs are debt instruments issued by special-purpose
entities which are secured by pools or mortgage loans or other mortgage-backed
securities. Multi-class pass-through securities are equity interests in a trust
composed of mortgage loans or other mortgage-backed securities. Payments of
principal and interest on underlying collateral provides the funds to pay debt
service on the CMO or REMIC or make scheduled distributions on the multi-class
pass-through securities. CMOs, REMICs and multi-class pass-through securities
(collectively, CMOs unless the context indicates otherwise) may be issued by
agencies or instrumentalities of the U.S. Government or by private
organizations.
In a CMO, a series of bonds or certificates is issued in multiple
classes. Each class of CMOs, often referred to as a "tranche," is issued at a
specified coupon rate or adjustable rate tranche (to be discussed in the next
paragraph) and has a stated maturity or final distribution date. Principal
prepayments on collateral underlying a CMO may cause it to be retired
substantially earlier than the stated maturities or final distribution dates.
Interest is paid or accrues on all classes of a CMO on a monthly, quarterly, or
semi-annual basis. The principal and interest on the underlying mortgages may be
allocated among several classes of a series of a CMO in many ways. In a common
structure, payments of principal, including any principal prepayments, on the
underlying mortgages are applied to the classes of a series of a CMO in the
order of their respective stated maturities or final distribution dates, so that
no payment of principal will be made on any class of a CMO until all other
classes having an earlier stated maturity or final distribution date have been
paid in full.
One or more tranches of a CMO may have coupon rates which reset
periodically at a specified increment over an index such as the London Interbank
Offered Rate ("LIBOR"). These adjustable-rate tranches, known as "floating-rate
CMOs," will be considered as adjustable-rate mortgage securities ("ARMs") by the
Funds. Floating-rate CMOs may be backed by fixed-rate or adjustable-rate
mortgages; to date, fixed-rate mortgages have been more commonly utilized for
this purpose. Floating-rate CMOs are typically issued with lifetime "caps" on
the coupon rate thereon. These "caps," similar to the "caps" on adjustable-rate
mortgages, represent a ceiling beyond which the coupon rate on a floating-rate
CMO may not be increased regardless of increases in the interest rate index to
which the floating-rate CMO is geared.
REMICs are private entities formed for the purpose of holding a fixed
pool of mortgages secured by an interest in real property. REMICs are similar to
CMOs in that they issue multiple classes of securities. As with CMOs, the
mortgages which collateralize the REMICs in which the Funds may invest include
mortgages backed by GNMA certificates or other mortgage pass-throughs issued or
guaranteed by the U.S. Government, its agencies or instrumentalities or issued
by private entities, which are not guaranteed by any government agency.
Yields on privately issued CMOs as described above have been
historically higher than the yields on CMOs issued or guaranteed by U.S.
Government agencies. However, the risk of loss due to default on such
instruments is higher since they are not guaranteed by the U.S. Government.
These Funds will not invest in subordinated privately issued CMOs.
Resets - The interest rates paid on the ARMs and CMOs in which these
Funds may invest generally are readjusted at intervals of one year or less to an
increment over some predetermined interest rate index. There are three main
categories of indices: those based on U.S. Treasury securities; those derived
from a calculated measure such as a cost of funds index; or a moving average of
mortgage rates. Commonly utilized indices include: the one-year, three-year and
five-year constant maturity Treasury rates; the three-month Treasury bill rate;
the six-month Treasury bill rate; rates on longer-term Treasury securities; the
11th District Federal Home Loan Bank Cost of Funds; the National Median Cost of
Funds; the one-month, three-month, six-month or one-year LIBOR; the prime rate
of a specific bank; or commercial paper rates. Some indices, such as the
one-year constant maturity Treasury rate, closely mirror changes in market
interest rate levels. Others, such as the 11th District Federal Home Loan Bank
Cost of Funds index, tend to lag behind changes in market rate levels and tend
to be somewhat less volatile.
Caps and Floors - The underlying mortgages which collateralize the ARMs
and CMOs in which these Funds may invest will frequently have caps and floors
which limit the maximum amount by which the loan rate to the residential
borrower may change up or down (1) per reset or adjustment interval and (2) over
the life of the loan. Some residential mortgage loans restrict periodic
adjustments by limiting changes in the borrower's monthly principal and interest
payments rather than limiting interest rate changes. These payment caps may
result in negative amortization.
STRIPPED MORTGAGE SECURITIES AND RELATED RISKS
All Funds except Alleghany/Montag & Caldwell Growth Fund,
Alleghany/Chicago Trust Talon Fund, Alleghany/Chicago Trust Small Cap Value
Fund, Alleghany/Veredus Aggressive Growth Fund, Alleghany/Veredus SciTech Fund
and Alleghany/Chicago Trust Money Market Fund may purchase participations in
trusts that hold U.S. Treasury and agency securities and may also purchase zero
coupon U.S. Treasury obligations, Treasury receipts and other stripped
securities that evidence ownership in either the future interest payments or the
future principal payments on U.S. Government obligations. These participations
are issued at a discount to their face value and may exhibit greater price
volatility than ordinary debt securities because of the manner in which their
principal and interest are returned to investors. The Funds will only invest in
government-backed mortgage securities. The Investment Adviser will consider
liquidity needs of a Fund when any investment in zero coupon obligations is
made. The stripped mortgage securities in which the Funds may invest will only
be issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Stripped mortgage securities have greater market volatility
than other types of mortgage securities in which the Funds invest.
Stripped mortgage securities are usually structured with two classes
that receive different proportions of the interest and principal distributions
on a pool of mortgage assets. A common type of stripped mortgage security will
have one class receiving some of the interest and most of the principal from the
mortgage assets, while the other class will receive most of the interest and the
remainder of the principal. In the most extreme case, one class will receive all
of the interest (the interest-only or "IO" class), while the other class will
receive all of the principal (the principal-only or "PO" class). The yield to
maturity on an IO class is extremely sensitive not only to changes in prevailing
interest rates but also to the rate of principal payments (including
prepayments) on the related underlying mortgage assets, and a rapid rate of
principal payments may have a material adverse effect on the yield to maturity
of any such IOs held by a Fund. If the underlying mortgage assets experience
greater than anticipated prepayments of principal, the Fund may fail to fully
recoup its initial investment in these securities even if the securities are
rated in the highest rating categories-"Aaa" or "AAA" by Moody's or S&P,
respectively.
Although stripped mortgage securities are purchased and sold by
institutional investors through several investment banking firms acting as
brokers or dealers, these securities were only recently developed. As a result,
established trading markets have not yet been fully developed; accordingly,
certain of these securities may generally be illiquid. The Fund will treat
stripped mortgage securities as illiquid securities except for those securities
which are issued by U.S. Government agencies and instrumentalities and backed by
fixed rate mortgages whose liquidity is monitored by the Investment Adviser,
subject to the supervision of the Board of Trustees. The staff of the SEC has
indicated that it views such securities as illiquid. Until further clarification
of this matter is provided by the staff, a Fund's investment in stripped
mortgage securities will be treated as illiquid and will, together with any
other illiquid investments, not exceed 15% of such Fund's net assets.
OTHER MORTGAGE-BACKED SECURITIES
All Funds except Alleghany/Montag & Caldwell Growth Fund,
Alleghany/Chicago Trust Talon Fund, Alleghany/Chicago Trust Small Cap Value
Fund, Alleghany/Veredus Aggressive Growth Fund, Alleghany/Veredus SciTech Fund
and Alleghany/Chicago Trust Money Market Fund may invest in other
mortgage-backed securities. The Investment Adviser expects that governmental,
government-related or private entities may create mortgage loan pools and other
mortgage-related securities offering mortgage pass-through and
mortgage-collateralized investments in addition to those described above. The
mortgages underlying these securities may include alternative mortgage
instruments, that is, mortgage instruments whose principal or interest payments
may vary or whose terms to maturity may differ from customary long-term
fixed-rate mortgages. As new types of mortgage-related securities are developed
and offered to investors, the Investment Adviser will, consistent with a Fund's
investment objective, policies and quality standards, consider making
investments in such new types of mortgage-related securities.
GENERAL RISKS OF MORTGAGE SECURITIES
The mortgage securities in which a Fund invests differ from
conventional bonds in that principal is paid back over the life of the mortgage
security rather than at maturity. As a result, the holder of the mortgage
securities (i.e., the Fund) receives monthly scheduled payments of principal and
interest and may receive unscheduled principal payments representing prepayments
on the underlying mortgages. When the holder reinvests the payments and any
unscheduled prepayments of principal it receives, it may receive a rate of
interest which is lower than the rate on the existing mortgage securities. For
this reason, mortgage securities may be less effective than other types of
securities as a means of "locking in" long-term interest rates.
A decline in interest rates may lead to a faster rate of repayment of
the underlying mortgages and expose a Fund to a lower rate of return upon
reinvestment. To the extent that such mortgage-backed securities are held by a
Fund, the prepayment right of mortgagors may decrease or limit the increase in
net asset value of the Fund because the value of the mortgage-backed securities
held by the Fund may decline more than or may not appreciate as much as the
price of non-callable debt securities. To the extent market interest rates
increase beyond the applicable cap or maximum rate on a mortgage security, the
market value of the mortgage security would likely decline to the same extent as
a conventional fixed-rate security. The volatility of the security would likely
increase, however, because the expected decline in prepayments would lead to
longer effective maturity of the underlying mortgages.
In addition, to the extent mortgage securities are purchased at a
premium, mortgage foreclosures and unscheduled principal prepayments may result
in some loss of the holder's principal investment to the extent of the premium
paid. On the other hand, if mortgage securities are purchased at a discount,
both a scheduled payment of principal and an unscheduled prepayment of principal
will increase current and total returns and will accelerate the recognition of
income which when distributed to shareholders will be taxable as ordinary
income.
With respect to pass-through mortgage pools issued by non-governmental
issuers, there can be no assurance that the private insurers associated with
such securities can meet their obligations under the policies. Although the
market for such non-governmental issued or guaranteed mortgage securities is
becoming increasingly liquid, securities issued by certain private organizations
may not be readily marketable. The purchase of such securities is subject to
each Fund's limit with respect to investment in illiquid securities.
FOREIGN SECURITIES
All Funds except Alleghany/Chicago Trust Small Cap Value Fund,
Alleghany/Veredus Aggressive Growth Fund, Alleghany/Veredus SciTech Fund,
Alleghany/Chicago Trust Bond Fund, Alleghany/Chicago Trust Municipal Bond Fund
and Alleghany/Chicago Trust Money Market Fund may invest in foreign securities.
For country allocations, a company is considered to be located in the country:
in which it is domiciled; in which it is primarily traded; from which it derives
a significant portion of its revenues; or in which a significant portion of its
goods or services are produced.
Alleghany/Blairlogie International Developed Fund and
Alleghany/Blairlogie Emerging Markets Fund may invest directly in foreign equity
securities; U.S. dollar or foreign currency-denominated foreign corporate debt
securities; foreign preferred securities; certificates of deposit, fixed time
deposits and bankers' acceptances issued by foreign banks; obligations of
foreign governments or their subdivisions, agencies and instrumentalities,
international agencies and supranational entities; and securities represented by
ADRs, EDRs, or GDRs. ADRs are dollar-denominated receipts issued generally by
domestic banks and representing the deposit with the bank of a security of a
foreign issuer, and are publicly traded on exchanges or over-the-counter in the
United States and also trade in public or private markets in other countries.
Alleghany/Blairlogie International Developed Fund and
Alleghany/Blairlogie Emerging Markets Fund may invest in World Equity Benchmark
Shares (WEBS) and Optimized Portfolios as Listed Securities (OPALS). These
investments provide investors with access to global equity markets and are
primarily used to facilitate asset allocation switches and to overcome
difficulties in markets with structural peculiarities. WEBS are issued by
Foreign Fund, Inc., an open-end investment company registered under the 1940
Act, in a number of country-specific series. Each series is a diversified,
country-specific index portfolio designed to track a specific Morgan Stanley
Capital International (MSCI) country index. WEBS are listed on the American
Stock Exchange in U.S. dollars and the investment adviser is BZW Barclays Global
Fund Advisors. Each series of OPALS is designed to track the performance of a
given MSCI or local index. OPALS, which are securities offered through Morgan
Stanley Capital, LLC., have a hybrid structure. They have debt characteristics
(fixed redemption and semi-annual interest payments) but performance is equity
driven. There are both industry-specific and country-specific OPALS. Globally,
OPALS are available to gain exposure to developed and emerging markets. OPALS
were established for qualifying U.S. investors and are not listed on any U.S.
exchange. To qualify for purchase, U.S. investors must be (i) qualified
institutional buyers (QIBs), (ii) qualified purchasers (QPs) and (iii) not
subject to ERISA. QIB and QP status is generally conferred on those clients
controlling over $100 million in assets.
Investment in foreign securities is subject to special investment risks
that differ in some respects from those related to investments in securities of
U.S. domestic issuers. Such risks include: political, social or economic
instability in the country of the issuer; the difficulty of predicting
international trade patterns; the possibility of the imposition of exchange
controls; expropriation; limits on removal of currency or other assets;
nationalization of assets; foreign withholding and income taxation; and foreign
trading practices (including higher trading commissions, custodial charges and
delayed settlements). Such securities may be subject to greater fluctuations in
price than securities issued by U.S. corporations or issued or guaranteed by the
U.S. Government, its agencies or instrumentalities. The markets on which such
securities trade may have less volume and liquidity and may be more volatile
than securities markets in the U.S. In addition, there may be less publicly
available information about a foreign company than about a U.S. domiciled
company. Foreign companies generally are not subject to uniform accounting,
auditing and financial reporting standards comparable to those applicable to
U.S. domestic companies. There is generally less government regulation of
securities exchanges, brokers and listed companies abroad than in the U.S.
Confiscatory taxation or diplomatic developments could also affect investment in
those countries.
In addition, foreign branches of U.S. banks, foreign banks and foreign
issuers may be subject to less stringent reserve requirements and to different
accounting, auditing, reporting and record keeping standards than those
applicable to domestic branches of U.S. banks and U.S. domestic issuers.
For many foreign securities, U.S. dollar-denominated ADRs, which are
traded in the United States on exchanges or over-the-counter, are issued by
domestic banks. ADRs represent the right to receive securities of foreign
issuers deposited in a domestic bank or a correspondent bank. ADRs do not
eliminate the risk inherent in investing in the securities of foreign issuers.
However, by investing in ADRs rather than directly in stock of foreign issuers,
a Fund can avoid currency risks during the settlement period for either
purchases or sales. In general, there is a large, liquid market in the United
States for many ADRs. The information available for ADRs is subject to the
accounting, auditing and financial reporting standards of the domestic market or
exchange on which they are traded, which standards are more uniform and more
exacting than those to which many foreign issuers may be subject. The above
Funds may also invest in EDRs, which are receipts evidencing an arrangement with
a European bank similar to that for ADRs and are designed for use in the
European securities markets.
Certain ADRs and EDRs, typically those denominated as unsponsored,
require the holders thereof to bear most of the costs of such facilities while
issuers of sponsored facilities normally pay more of the costs thereof. The
depository of an unsponsored facility frequently is under no obligation to
distribute shareholder communications received from the issuer of the deposited
securities or to pass through the voting rights to facility holders in respect
to the deposited securities, whereas the depository of a sponsored facility
typically distributes shareholder communications and passes through the voting
rights.
The risks of investing in foreign securities are particularly high when
securities of issuers based in developing (or "emerging market") countries are
involved. Investing in emerging market countries involves certain risks not
typically associated with investing in U.S. securities, and imposes risks
greater than, or in addition to, risks of investing in foreign, developed
countries. These risks include: greater risks of nationalization or
expropriation of assets or confiscatory taxation; currency devaluations and
other currency exchange rate fluctuations; greater social economic and political
uncertainty and instability (including the risk of war); more substantial
government involvement in the economy; higher rates of inflation; less
government supervision and regulation of the securities markets and participants
in those markets; controls on foreign investment and limitations on repatriation
of invested capital and on the Fund's ability to exchange local currencies for
U.S. dollars; unavailability of currency hedging techniques in certain emerging
market countries; the fact that companies in emerging market countries may be
smaller, less seasoned and newly organized companies; the difference in, or lack
of, auditing and financial reporting standards, which may result in
unavailability of material information about issuers; the risk that it may be
more difficult to obtain and/or enforce a judgment in a court outside the United
States; and greater price volatility, substantially less liquidity and
significantly smaller market capitalization of securities markets.
Special Risks of Investing in Russian and Other Eastern European Securities
Alleghany/Blairlogie Emerging Markets Fund may invest a portion of its
assets in securities of issuers located in Russia and in other Eastern European
countries. The political, legal and operational risks of investing in the
securities of Russian and other Eastern European issuers, and of having assets
custodied within these countries, may be particularly acute. Investment in
Eastern European countries may involve acute risks of nationalization,
expropriation and confiscatory taxation. The communist governments of a number
of Eastern European countries expropriated large amounts of private property in
the past, in many cases without adequate compensation, and there can be no
assurance that such expropriation will not occur in the future. Also, certain
Eastern economies, are characterized by an absence of developed legal structures
governing private and foreign investments and private property in European
countries, which do not have market economies, are characterized by an absence
of developed legal structures governing private and foreign investments and
private property.
In addition, governments in certain Eastern European countries may
require that a governmental or quasi-governmental authority act as custodian of
a Fund's assets invested in such country. To the extent such governmental or
quasi-governmental authorities do not satisfy the requirements of the 1940 Act
to act as foreign custodians of the Fund's cash and securities, the Fund's
investment in such countries may be limited or may be required to be effected
through intermediaries. The risk of loss through governmental confiscation may
be increased in such circumstances.
Investments in securities of Russian issuers may involve a particularly
high degree of risk and special considerations not typically associated with
investing in U.S. and other more developed markets, many of which stem from
Russia's continuing political and economic instability and the slow-paced
development of its market economy. Investments in Russian securities should be
considered highly speculative. Such risks and special considerations include:
(a) delays in settling portfolio transactions and the risk of loss arising out
of Russia's system of share registration and custody (see below); (b)
pervasiveness of corruption, insider trading, and crime in the Russian economic
system; (c) difficulties associated in obtaining accurate market valuations of
many Russian securities, based partly on the limited amount of publicly
available information; (d) the general financial condition of Russian companies,
which may involve particularly large amounts of inter-company debt; and (e) the
risk that the Russian tax system will not be reformed to prevent inconsistent,
retroactive and/or exorbitant taxation or, in the alternative, the risk that a
reformed tax system may result in the inconsistent and unpredictable enforcement
of the new tax laws. Also, there is the risk that the government of Russia or
other executive or legislative bodies may decide not to continue to support the
economic reform programs implemented since the dissolution of the Soviet Union
and could follow radically different political and/or economic policies to the
detriment of investors, including non-market-oriented policies such as the
support of certain industries at the expense of other sectors or investors, a
return to the centrally planned economy that existed prior to the dissolution of
the Soviet Union, or the nationalization of privatized enterprises.
A risk of particular note with respect to direct investment in Russian
securities is the way in which ownership of shares of companies is normally
recorded. Ownership of shares (except where shares are held through depositories
that meet the requirements of the 1940 Act) is defined according to entries in
the company's share register and normally evidenced by extracts from the
register or, in certain limited circumstances, by formal share certificates.
However, there is no central registration system for shareholders and these
services are carried out by the companies themselves or by registrars located
throughout Russia. These registrars are not necessarily subject to effective
state supervision nor are they licensed with any governmental entity. It is
possible for a Fund to lose its registration through fraud, negligence or even
mere oversight. While a Fund will strive to ensure that its interest continues
to be appropriately recorded, which may involve a custodian or other agent
inspecting the share register and obtaining extracts of share registers through
regular confirmations, these extracts have no legal enforceability and it is
possible that subsequent illegal amendment or other fraudulent act may deprive
the Fund of its ownership rights or improperly dilute its interests. In
addition, while applicable Russian regulations impose liability on registrars
for losses resulting from their errors, it may be difficult for a Fund to
enforce any rights it may have against the registrar or issuer of the securities
in the event of loss of share registration.
Also, although a Russian public enterprise with more than 3500
shareholders is required by law to contract out the maintenance of its
shareholder register to an independent entity that meets certain criteria, this
regulation has not always been strictly enforced in practice. Because of this
lack of independence, management of a company may be able to exert considerable
influence over who can purchase and sell the company's shares by illegally
instructing the registrar to refuse to record transactions in the share
register. In addition, so-called "financial-industrial groups" have emerged in
recent years that seek to deter outside investors from interfering in the
management of companies they control. These practices may prevent a Fund from
investing in the securities of certain Russian companies deemed suitable by the
Fund's Investment Adviser. Further, this also could cause a delay in the sale of
Russian securities held by a Fund if a potential purchases is deemed unsuitable,
which may expose the Fund to potential loss on the investment.
FOREIGN CURRENCIES
Many of the international equity securities in which
Alleghany/Blairlogie International Developed Fund and Alleghany/Blairlogie
Emerging Markets Fund invest will be traded in foreign currencies. These Funds
may engage in certain foreign currency transactions, such as forward foreign
currency exchange contracts, to guard against fluctuations in currency exchange
rates in relation to the U.S. dollar or to the weighting of particular foreign
currencies. In addition, each Fund may buy and sell foreign currency futures
contracts and options on foreign currencies and foreign currency futures.
A forward foreign currency exchange contract involves an obligation to
purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. By entering into a forward foreign
currency exchange contract, the fund "locks in" the exchange rate between the
currency it will deliver and the currency it will receive for the duration of
the contract. As a result, a Fund reduces its exposure to changes in the value
of the currency it will deliver and increases its exposure to changes in the
value of the currency it will exchange into. Contracts to sell foreign
currencies would limit any potential gain which might be realized by a Fund if
the value of the hedged currency increases. A Fund may enter into these
contracts of the purpose of hedging against foreign exchange risks arising from
the Fund's investment or anticipated investment in securities denominated in
foreign currencies. Such hedging transactions may not be successful and may
eliminate any chance for a Fund to benefit from favorable fluctuations in
relevant foreign currencies.
Each of these Funds may also enter into forward foreign currency
exchange contracts for purposes of increasing exposure to a foreign currency or
to shift exposure to foreign currency fluctuations from one currency to another.
To the extent that they do so, the Funds will be subject to the additional risk
that the relative value of currencies will be different than anticipated by the
particular Fund's Investment Adviser. A Fund may use one currency (or a basket
of currencies) to hedge against adverse changes in the value of another currency
(or a basket of currencies) when exchange rates between the two currencies are
positively correlated. A Fund will segregate assets determined to be liquid by
the Investment Adviser in accordance with procedures established by the Board of
Trustees in a segregated account to cover forward currency contracts entered
into for non-hedging purposes. The Funds may also use foreign currency futures
contracts and related options on currencies for the same reasons for which
forward foreign currency exchange contracts are used.
MUNICIPAL SECURITIES
Alleghany/Chicago Trust Municipal Bond Fund is expected to maintain a
dollar-weighted average maturity of between three and ten years under normal
market conditions. An assessment of a portfolio's dollar-weighted average
maturity requires the consideration of a number of factors, including each
bond's yield, coupon interest payments, final maturity, call and put features
and prepayment exposure. The Fund's computation of its dollar-weighted average
maturity is based upon estimated rather than known factors, and there can be no
assurance that the anticipated average weighted maturity will be attained. In
that regard, a change in interest rates generally will affect a portfolio's
dollar-weighted average maturity.
OTHER INVESTMENTS
The Board of Trustees may, in the future, authorize a Fund to invest in
securities other than those listed here and in the Prospectus, provided that
such investment would be consistent with that Fund's investment objective and
that it would not violate any fundamental investment policies or restrictions
applicable to that Fund.
INVESTMENT RESTRICTIONS
The investment restrictions set forth below are fundamental policies
and may not be changed as to a Fund without the approval of a majority of the
outstanding voting shares (as defined in the 1940 Act) of the Fund. Unless
otherwise indicated, all percentage limitations governing the investments of
each Fund apply only at the time of transaction. Accordingly, if a percentage
restriction is adhered to at the time of investment, a later increase or
decrease in the percentage which results from a relative change in values or
from a change in a Fund's total assets will not be considered a violation.
Except as set forth under "INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT
STRATEGIES AND RISKS" and "OTHER INVESTMENT STRATEGIES" in the Prospectus, each
Fund may not:
(1) As to 75% of the total assets of each Fund, with the exception of
Alleghany/Veredus SciTech Fund, purchase the securities of any one
issuer (other than securities issued by the U.S. Government or its
agencies or instrumentalities) if immediately after such purchase, more
than 5% of the value of the Fund's total assets would be invested in
securities of such issuer;
(2) Purchase or sell real estate (but this restriction shall not prevent
the Funds from investing directly or indirectly in portfolio
instruments secured by real estate or interests therein or acquiring
securities of real estate investment trusts or other issuers that deal
in real estate), interests in oil, gas and/or mineral exploration or
development programs or leases;
(3) Purchase or sell commodities or commodity contracts, except that a Fund
may enter into futures contracts and options thereon in accordance with
such Fund's investment objectives and policies;
(4) Make investments in securities for the purpose of exercising control;
(5) Purchase the securities of any one issuer if, immediately after such
purchase, a Fund would own more than 10% of the outstanding voting
securities of such issuer;
(6) Sell securities short or purchase securities on margin, except such
short-term credits as are necessary for the clearance of transactions.
For this purpose, the deposit or payment by a Fund for initial or
maintenance margin in connection with futures contracts is not
considered to be the purchase or sale of a security on margin;
(7) Make loans, except that this restriction shall not prohibit (a) the
purchase and holding of debt instruments in accordance with a Fund's
investment objectives and policies, (b) the lending of portfolio
securities or (c) entry into repurchase agreements with banks or
broker-dealers;
(8) Borrow money or issue senior securities, except that each Fund may
borrow from banks and enter into reverse repurchase agreements for
temporary purposes in amounts up to one-third of the value of its total
assets at the time of such borrowing; or mortgage, pledge or
hypothecate any assets, except in connection with any such borrowing
and in amounts not in excess of the lesser of the dollar amounts
borrowed or 10% of the value of the total assets of the Fund at the
time of its borrowing. All borrowings will be done from a bank and
asset coverage of at least 300% is required. A Fund will not purchase
securities when borrowings exceed 5% of that Fund's total assets;
(9) Purchase the securities of issuers conducting their principal business
activities in the same industry (other than obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities)
if immediately after such purchase the value of a Fund's investments in
such industry would exceed 25% of the value of the total assets of the
Fund, with the exception of Alleghany/Veredus SciTech Fund which will
concentrate irs investment in the science and technology industry;
(10) Act as an underwriter of securities, except that, in connection with
the disposition of a security, a Fund may be deemed to be an
"underwriter" as that term is defined in the 1933 Act;
(11) Invest in puts, calls, straddles or combinations thereof except to the
extent disclosed in the Prospectus;
(12) Invest more than 5% of its total assets in securities of companies less
than three years old. Such three-year periods shall include the
operation of any predecessor company or companies.
<PAGE>
TRUSTEES AND OFFICERS
Under Delaware law, the business and affairs of the Company are managed
under the direction of the Board of Trustees. Information pertaining to the
Trustees and Executive Officers of the Company is set forth in the following
table.
<TABLE>
<CAPTION>
POSITION PRINCIPAL OCCUPATION(S)
NAME AGE WITH COMPANY FOR PAST FIVE YEARS
<S> <C> <C> <C>
Stuart D. Bilton* 53 Chairman, Board of Mr. Bilton is Chief Executive Officer of The
171 North Clark Street Trustees (Chief Chicago Trust Company and President of Alleghany
Chicago, IL 60601 Executive Officer) Asset Management, Inc. Previously, Mr. Bilton was
an Executive Vice President of Chicago Title and
Trust Company. He is a Director of Alleghany
Asset Management Inc., Montag & Caldwell, Veredus
Asset Management Inc., Baldwin & Lyons, Inc. and
the Boys and Girls Clubs of Chicago.
Leonard F. Amari 57 Trustee Mr. Amari is a Partner at the law offices of
734 North Wells Street Amari & Locallo, a practice confined exclusively
Chicago, IL 60610 to the real estate tax assessment process.
Dorothea C. Gilliam* 46 Trustee** Ms. Gilliam is Vice President of Investments of
171 North Clark Street the Alleghany Corporation, the parent company of
Chicago, IL 60601 Alleghany Asset Management, Inc. Previously, 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.
Robert A. Kushner 64 Trustee** Mr. Kushner was a Vice President, Secretary and
30 Vernon Drive General Counsel at Cyclops Industries, Inc. until
Pittsburgh, PA 15228 his retirement in April 1992. He is currently a
Vice President,
Board Member and
Chairman of
Investment
Committee and
Co-Chairman of
Strategic
Planning
Committee of
Pittsburgh Dance
Council.
Gregory T. Mutz 54 Trustee Mr. Mutz is President and CEO of The UICI
125 South Wacker Drive Companies and Chairman of the Board of Excell
Suite 3100 Global Services. He is also Chairman of the Board
Chicago, IL 60606 of AMLI Residential 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 58 Trustee** Mr. Scherer is President of The Rockridge Group,
10010 Country Club Road Ltd., which provides consulting services to the
Woodstock, IL 60098 title insurance industry. Previously, he was a
Senior Vice President - Strategy and Development
at Chicago Title and Trust Company prior to
October 1994.
<PAGE>
Nathan Shapiro 63 Trustee Mr. Shapiro is the President of SF Investments,
1700 Ridge Inc., a broker/dealer and investment banking
Highland Park, IL 60035 firm. He is President of New Horizons
Corporation, a
consulting firm,
and Senior Vice
President of
Pekin, Singer
and Shapiro, an
investment
advisory firm.
He is a Director
of Baldwin &
Lyons, Inc.
Denis Springer 53 Trustee** Mr. Springer is Senior Vice President and Chief
1673 Balmoral Lane Financial Officer of Burlington Northern Santa Fe
Inverness, IL 60067 Corporation.
Kenneth C. Anderson 36 President Mr. Anderson is President of Alleghany Investment
171 North Clark Street (Chief Operating Services, Inc. and a Senior Vice President of The
Chicago, IL 60601 Officer) 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.
<PAGE>
POSITION PRINCIPAL OCCUPATION(S)
NAME AGE WITH COMPANY FOR PAST FIVE YEARS
Gerald F. Dillenburg 33 Vice President, Mr. Dillenburg is a Vice President of
The Chicago 171 North Clark Street Secretary and Treasurer Trust Company and has
been the operations manager Chicago, IL 60601 (Chief Financial Officer and
compliance officer of all mutual funds since
and Compliance
Officer) 1996.
Previously, he
was an audit
manager with
KPMG LLP,
specializing in
investment
services,
including mutual
and trust funds,
broker/dealers
and investment
Advisers. Mr.
Dillenburg is a
Certified Public
Accountant.
Debra Comsudes 36 Vice President Ms. Comsudes is a Vice President of Montag &
1100 Atlanta Financial Caldwell, Inc. since 1996. Previously, she was a
Center Portfolio Manager and Chief Investment Officer at
3343 Peachtree Road, NE Randy Seckman & Associates, Inc., a financial
Atlanta, GA 30326-8151 advisory firm providing asset management primarily
to individual and small businesses. She is a
Chartered Financial Analyst.
* These Trustees are considered "interested persons" of the Funds as defined under the 1940 Act.
** These Trustees were elected on June 17, 1999.
</TABLE>
The Trustees of the Company who are not "interested persons" of the
Funds receive fees and are reimbursed for out-of-pocket expenses for each
meeting of the Board of Trustees they attend. Effective January 1, 2000, the
Trustees receive $3,500 for each Board Meeting attended and an annual retainer
of $3,500. No officer or employee of The Chicago Trust Company ("Chicago Trust")
or its affiliates receives any compensation from the Funds for acting as a
Trustee of the Company. The officers of the Company receive no compensation
directly from the Funds for performing the duties of their offices.
The table below shows the total fees which were paid to each of the
Trustees who are not "interested persons" during the fiscal year ended October
31, 1999.
Trustee Aggregate Fees
Paid by the Company
Leonard F. Amari $ 16,850
Robert A. Kushner $ 7,500
Gregory T. Mutz $ 16,850
Robert B. Scherer $ 7,500
Nathan Shapiro $ 16,850
Denis Springer $ 7,500
As of January 31, 2000, the Trustees and officers of the Company as a
group owned less than 1% of the outstanding shares of any class of each Fund,
except for Stuart D. Bilton, who owned 6.88% of Alleghany/Chicago Trust
Municipal Bond Fund.
PRINCIPAL HOLDERS OF SECURITIES
Listed below are the names and addresses of those shareholders who, as
of January 31, 2000, owned of record or beneficially of 5% or more of the shares
of the Funds. The shares held in the nominee names of Marshall & Ilsley Trust
Co. are owned of record by Chicago Trust. Alleghany Corporation ("Alleghany") is
the owner of Alleghany Asset Management, Inc. ("AAM"), which is the holding
company of Chicago Trust and Montag & Caldwell, Inc. ("Montag & Caldwell") and
currently holds a 40% interest in Veredus Asset Management LLC ("Veredus"), the
Investment Advisers for the Funds. Blairlogie Capital Management ("Blairlogie"),
an indirect subsidiary of Alleghany, is also an Investment Adviser. Shareholders
who have the power to vote a large percentage of shares of a particular Fund can
control the Fund and determine the outcome of a shareholders' meeting.
<PAGE>
<TABLE>
<CAPTION>
ALLEGHANY/MONTAG & CALDWELL GROWTH FUND - Class N
<S> <C> <C>
..................................... ...................................... ......................................
Shareholders Addresses Percentage Owned
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Charles Schwab & Co., Inc. Special Custody Account for Customers 28.22%
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Miter & Co. c/o M&I Trust Co./Outsourcing 18.89%
P.O. Box 2977
Milwaukee, WI 53201-2977
..................................... ...................................... ......................................
MONTAG & CALDWELL GROWTH FUND - Class I
..................................... ...................................... ......................................
Shareholder Addresses Percentage Owned
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Miter & Co. c/o M&I Trust Co./Outsourcing 12.02%
P.O. Box 2977
Milwaukee, WI 53201-2977
..................................... ...................................... ......................................
ALLEGHANY/CHICAGO TRUST GROWTH & INCOME FUND - Class N
..................................... ...................................... ......................................
Shareholders Addresses Percentage Owned
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Miter & Co. c/o M&I Trust Co./Outsourcing 74.12%
P.O. Box 2977
Milwaukee, WI 53201-2977
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Charles Schwab & Co., Inc. Special Custody Account for Customers 8.17%
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
..................................... ...................................... ......................................
ALLEGHANY/CHICAGO TRUST TALON FUND
..................................... ...................................... ......................................
Shareholders Addresses Percentage Owned
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Miter & Co. c/o M&I Trust Co./Outsourcing 8.42%
Attn: Outsourcing
P.O. Box 2977
Milwaukee, WI 53201-2977
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Pasquale V. Costa and Kathleen A. Joint Tenancy 5.60%
Costa 413 Silver Hill Road
Concord, MA 01742-5336
..................................... ...................................... ......................................
ALLEGHANY/CHICAGO TRUST SMALL CAP VALUE FUND
..................................... ...................................... ......................................
Shareholders Addresses Percentage Owned
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Miter & Co. c/o M&I Trust Co./Outsourcing 75.38%
P.O. Box 2977
Milwaukee, WI 53201-2977
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Charles Schwab & Co., Inc. Special Custody Account for Customers 11.02%
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Davis & Company c/o Marshall & Ilsley Trust Co. 7.05%
c/o M&I Trust Co./Outsourcing
P.O. Box 2977
Milwaukee, WI 53201-2977
..................................... ...................................... ......................................
<PAGE>
ALLEGHANY/VEREDUS AGGRESSIVE GROWTH FUND
..................................... ...................................... ......................................
Shareholders Addresses Percentage Owned
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Miter & Co. c/o M&I Trust Co./Outsourcing 20.47%
P.O. Box 2977
Milwaukee, WI 53201-2977
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Charles Schwab & Co., Inc. Special Custody Account for Customers 13.14%
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
..................................... ...................................... ......................................
ALLEGHANY/BLAIRLOGIE INTERNATIONAL DEVELOPED FUND - Class N
..................................... ...................................... ......................................
Shareholder Addresses Percentage Owned
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Miter & Co. c/o M&I Trust Co./Outsourcing 50.96%
P.O. Box 2977
Milwaukee, WI 53201-2977
..................................... ...................................... ......................................
ALLEGHANY/BLAIRLOGIE INTERNATIONAL DEVELOPED FUND - Class I
..................................... ...................................... ......................................
Shareholders Addresses Percentage Owned
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Pacific Mutual Life Insurance Co. Employees Retirement Plan Trust 25.92%
700 Newport Center Drive
Newport Beach, CA 92660-6307
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Citibank NA TRUSTEE FBO Nissan Motor Mfg Corp USA 17.26%
983 Nissan Drive
Smyrna, TX 37167-4405
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Wachovia Bank NA TRUSTEE Atlanta Gas Light Co Retirement Plan 17.20%
P.O. Box 3073
301 N. Main Street
Winston-Salem, NC 27150-0001
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Charles Schwab & Co., Inc. Attn: Mutual Funds Dept. 13.69%
101 Montgomery Street
San Francisco, CA 94104-4122
..................................... ...................................... ......................................
ALLEGHANY/BLAIRLOGIE EMERGING MARKETS FUND - Class N
..................................... ...................................... ......................................
Shareholders Addresses Percentage Owned
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Miter & Co. c/o M&I Trust Co./Outsourcing 58.35%
P.O. Box 2977
Milwaukee, WI 53201-2977
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Davis & Company c/o Marshall & Ilsley Trust Co. 5.81%
c/o M&I Trust Co./Outsourcing
P.O. Box 2977
Milwaukee, WI 53201-2977
..................................... ...................................... ......................................
ALLEGHANY/BLAIRLOGIE EMERGING MARKETS FUND - Class I
..................................... ...................................... ......................................
Shareholders Addresses Percentage Owned
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Pacific Mutual Life Insurance Co. Employees Retirement Plan Trust 33.91%
700 Newport Center Drive
Newport Beach, CA 92660-6307
..................................... ...................................... ......................................
Charles Schwab & Co., Inc. Attn: Mutual Funds Dept. 31.91%
101 Montgomery Street
San Francisco, CA 94104-4122
..................................... ...................................... ......................................
<PAGE>
ALLEGHANY/BLAIRLOGIE EMERGING MARKETS FUND - Class I (continued)
..................................... ...................................... ......................................
Vincent M. Foglia and Patricia A. 51 Hillburn Ln. 6.20%
Foglia JTWROS N. Barrington, IL 60010-6925
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Pacific Life Foundation 700 Newport Center Drive 5.70%
Newport Beach, CA 92660-6307
..................................... ...................................... ......................................
..................................... ...................................... ......................................
California Race Track Association P.O. Box 67 5.13%
La Verne, CA 91750-0067
..................................... ...................................... ......................................
ALLEGHANY/MONTAG & CALDWELL BALANCED FUND - Class N
..................................... ...................................... ......................................
Shareholder Addresses Percentage Owned
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Miter & Co. c/o M&I Trust Co./Outsourcing 55.21%
P.O. Box 2977
Milwaukee, WI 53201-2977
..................................... ...................................... ......................................
MONTAG & CALDWELL BALANCED FUND - Class I
..................................... ...................................... ......................................
Shareholders Addresses Percentage Owned
..................................... ...................................... ......................................
..................................... ...................................... ......................................
..................................... ...................................... ......................................
DB Alex Brown LLC P.O. Box 1346 19.19%
Baltimore, MD 21203-1346
..................................... ...................................... ......................................
..................................... ...................................... ......................................
PricewaterhouseCoopers LLP Savings Plan for Employees & 16.49%
Partners National Benefits
P.O. Box 30004
Tampa, FL 33630-3004
..................................... ...................................... ......................................
..................................... ...................................... ......................................
American Express Trust Company FBO American Express Trust 12.75%
Retirement Services Plans
Attn: Chris Hunt
P.O. Box 534
Minneapolis, MN 55440-0534
..................................... ...................................... ......................................
Wilbranch & Co. P.O. Box 2887 11.66%
Wilson, NC 27894-2887
..................................... ...................................... ......................................
..................................... ...................................... ......................................
BNY Western Trust Company CUST Columbia River Logscalers Pension 9.39%
Two Union Square, Suite 520
601 Union Street
Seattle, WA 98101-2341
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Mercantile Safe Deposit & Trust CUST FBO Calvert School 8.74%
766 Old Hammonds Ferry Rd.
Linthicum, MD 21090
..................................... ...................................... ......................................
Miter & Co. c/o M&I Trust Co./Outsourcing 6.92%
P.O. Box 2977
Milwaukee, WI 53202
..................................... ...................................... ......................................
ALLEGHANY/CHICAGO TRUST BALANCED FUND
..................................... ...................................... ......................................
Shareholders Addresses Percentage Owned
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Miter & Co. c/o M&I Trust Co./Outsourcing 91.76%
P.O. Box 2977
Milwaukee, WI 53201-2977
..................................... ...................................... ......................................
<PAGE>
ALLEGHANY/CHICAGO TRUST BOND FUND - Class N
..................................... ...................................... ......................................
Shareholders Addresses Percentage Owned
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Miter & Co. c/o M&I Trust Co./Outsourcing 71.54%
P.O. Box 2977
Milwaukee, WI 53201-2977
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Davis & Company c/o Marshall & Ilsley Trust Co. 13.15%
c/o M&I Trust Co./Outsourcing
P.O. Box 2977
Milwaukee, WI 53201-2977
..................................... ...................................... ......................................
ALLEGHANY/CHICAGO TRUST MUNICIPAL BOND FUND
..................................... ...................................... ......................................
Shareholders Addresses Percentage Owned
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Davis & Company c/o Marshall & Ilsley Trust Co. 80.14%
c/o M&I Trust Co./Outsourcing
P.O. Box 2977
Milwaukee, WI 53201-2977
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Stuart D. Bilton and Bette E. Bilton Joint Tenancy 6.88%
72 Brinker Road
Barrington, IL 60010-5135
..................................... ...................................... ......................................
ALLEGHANY/CHICAGO TRUST MONEY MARKET FUND
..................................... ...................................... ......................................
Shareholder Addresses Percentage Owned
..................................... ...................................... ......................................
..................................... ...................................... ......................................
Davis & Company c/o Marshall & Ilsley Trust Co. 87.58%
c/o M&I Trust Co./Outsourcing
P.O. Box 2977
Milwaukee, WI 53201-2977
..................................... ...................................... ......................................
</TABLE>
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Advisory Agreements
The advisory services provided by the Investment Adviser of each Fund
and the fees received by it for such services are described in the Prospectus.
The Investment Adviser for Alleghany/Chicago Trust Talon Fund,
Alleghany/Chicago Trust Small Cap Value Fund, Alleghany/Chicago Trust Bond Fund
- - Class N and Alleghany/Chicago Trust Bond Fund - Class I has entered into
Expense Limitation Agreements with the Company, effective January 1, 2000
(effective February 15, 2000 for Alleghany/Chicago Trust Bond Fund - Class N and
Class I) whereby it has agreed to reimburse the Funds to the extent necessary to
maintain total annual operating expenses at 1.30%, 1.40%, 0.74% and 0.49% of net
assets, respectively.
The Investment Advisers for Alleghany/Montag & Caldwell Growth Fund,
Alleghany/Montag & Caldwell Balanced Fund and Alleghany/Chicago Trust Municipal
Bond Fund may from time to time voluntarily waive a portion of their advisory
fees with respect to the Funds and/or reimburse a portion of the Funds'
expenses.
The Investment Adviser for Alleghany/Veredus Aggressive Growth Fund and
Alleghany/Veredus SciTech Fund has entered into Expense Limitation Agreements
with the Company, effective January 1, 2000 and June 30, 2000, respectively, ,
whereby it has agreed to reimburse the Fund to the extent necessary to maintain
total annual operating expenses at 1.40% and 1.50% of net assets, respectively.
The investment advisory fees earned and waived by the Investment
Advisers for each Fund, as well as expenses reimbursed, are set forth below.
<PAGE>
<TABLE>
<CAPTION>
Fiscal year ended October 31, 1999
<S> <C> <C> <C>
Gross Advisory Fees Waived Fees and Net Advisory Fees
Fund Earned by Advisers Reimbursed Expenses After Fee Waivers
Alleghany/Montag & Caldwell Growth Fund $ 16,451,953 $ 0 $ 16,451,953
Alleghany/Chicago Trust Growth & Income Fund $ 3,230,163 $ 0 $ 3,230,163
Alleghany/Chicago Trust Talon Fund $ 164,312 $ 40,814 $ 123,498
Alleghany/Chicago Trust Small Cap Value Fund* $ 358,830 $ 52,755 $ 306,075
Alleghany/Veredus Aggressive Growth Fund** $ 312,271 $ 52,934 $ 259,337
Alleghany/Montag & Caldwell Balanced Fund $ 1,585,840 $ 0 $ 1,585,840
Alleghany/Chicago Trust Balanced Fund $ 1,861,258 $ 0 $ 1,861,258
Alleghany/Chicago Trust Bond Fund $ 840,813 $ 199,795 $ 641,018
Alleghany/Chicago Trust Municipal Bond Fund $ 95,352 $ 174,679 $ 0
Alleghany/Chicago Trust Money Market Fund $ 1,215,190 $ 0 $ 1,215,190
* Alleghany/Chicago Trust Small Cap Value Fund commenced operations on November 10, 1998.
** Alleghany/Veredus Aggressive Growth Fund commenced operations on June 30, 1998.
Fiscal year ended October 31, 1998
Gross Advisory Fees Waived Fees and Net Advisory Fees
Fund Earned by Advisers Reimbursed Expenses After Fee Waivers
Alleghany/Montag & Caldwell Growth Fund $ 9,438,160 $ 0 $ 9,438,160
Alleghany/Chicago Trust Growth & Income Fund $ 2,312,832 $ 0 $ 2,312,832
Alleghany/Chicago Trust Talon Fund $ 224,933 $ 43,706 $ 181,227
Alleghany/Montag & Caldwell Balanced Fund $ 971,351 $ 0 $ 971,351
Alleghany/Chicago Trust Balanced Fund $ 1,453,465 $ 0 $ 1,453,465
Alleghany/Chicago Trust Bond Fund $ 740,845 $ 217,546 $ 523,299
Alleghany/Chicago Trust Municipal Bond Fund $ 78,556 $ 138,689 $ 0
Alleghany/Chicago Trust Money Market Fund $ 1,026,684 $ 24,492* $ 1,002,192
* As of February 27, 1998, the Investment Adviser of Alleghany/Chicago Trust
Money Market Fund no longer waived fees or reimbursed expenses.
Fiscal year ended October 31, 1997
Gross Advisory Fees Waived Fees and Net Advisory Fees
Fund Earned by Advisers Reimbursed Expenses After Fee Waivers
Alleghany/Montag & Caldwell Growth Fund $ 3,800,124 $ 41,428 $ 3,758,696
Alleghany/Chicago Trust Growth & Income Fund $ 1,734,260 $ 129,857 $ 1,604,403
Alleghany/Chicago Trust Talon Fund $ 182,742 $ 85,596 $ 97,146
Alleghany/Montag & Caldwell Balanced Fund $ 400,868 $ 44,973 $ 355,895
Alleghany/Chicago Trust Balanced Fund $ 1,228,508 $ 102,203 $ 1,126,305
Alleghany/Chicago Trust Bond Fund $ 550,514 $ 221,539 $ 328,975
Alleghany/Chicago Trust Municipal Bond Fund $ 69,127 $ 85,359 $ 0
Alleghany/Chicago Trust Money Market Fund $ 1,004,607 $ 142,332 $ 862,275
</TABLE>
The Investment Adviser for Alleghany/Blairlogie International Developed
Fund and Alleghany/Blairlogie Emerging Markets Fund has entered into Expense
Limitation Agreements with the Company, effective January 1, 2000, whereby it
has agreed to reimburse the Funds to the extent necessary to maintain total
annual operating expenses at 1.35% and 1.60% of net assets for Class N shares,
respectively, and 1.10% and 1.35% of net assets for Class I shares,
respectively.
<TABLE>
<CAPTION>
Six Months Ended October 31, 1999
<S> <C> <C> <C>
Gross Advisory Fees Waived Fees and Net Advisory Fees
Fund Earned by Advisers Reimbursed Expenses After Fee Waivers
Alleghany/Blairlogie International Developed $ 439,792 $ 29,647 $ 410,145
Fund***
Alleghany/Blairlogie Emerging Markets Fund*** $ 78,010 $ 43,536 $ 34,474
Ten Months Ended April 30, 1999
Gross Advisory Fees Waived Fees and Net Advisory Fees
Fund Earned by Advisers Reimbursed Expenses After Fee Waivers
Alleghany/Blairlogie International Developed $ 611,052 $ 0 $ 611,052
Fund***
Alleghany/Blairlogie Emerging Markets Fund*** $ 151,716 $ 0 $ 151,716
Year Ended June 30, 1998
Gross Advisory Fees Waived Fees and Net Advisory Fees
Fund Earned by Advisers Reimbursed Expenses After Fee Waivers
Alleghany/Blairlogie International Developed $ 653,050 $ 0 $ 653,050
Fund***
Alleghany/Blairlogie Emerging Markets Fund*** $ 349,026 $ 0 $ 349,026
Year Ended June 30, 1997
Gross Advisory Fees Waived Fees and Net Advisory Fees
Fund Earned by Advisers Reimbursed Expenses After Fee Waivers
Alleghany/Blairlogie International Developed $ 525,817 $ 0 $ 525,817
Fund***
Alleghany/Blairlogie Emerging Markets Fund*** $ 568,277 $ 0 $ 568,277
</TABLE>
*** Blairlogie International Developed Fund and Blairlogie Emerging Markets
Fund commenced operations on June 8, 1993 and June 1, 1993, respectively,
as separate portfolios of PIMCO Funds. These Funds were reorganized as new
portfolios of Alleghany Funds on April 30, 1999.
Under the Investment Advisory Agreements, the Investment Adviser of
each Fund is not liable for any error of judgment or mistake of law or for any
loss suffered by the Company or a Fund in connection with the performance of the
Agreement, except a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard of its duties and obligations thereunder.
Each Investment Advisory Agreement is terminable with respect to a Fund
by vote of the Board of Trustees or by the holders of a majority of the
outstanding voting securities of the Fund, at any time without penalty, on 60
days' written notice to the Investment Adviser. An Investment Adviser may also
terminate its advisory relationship with respect to a Fund on 60 days' written
notice to the Company. Each Investment Advisory Agreement terminates
automatically in the event of its assignment.
Under each Investment Advisory Agreement, the Fund pays the following
expenses: (1) the fees and expenses of the Company's disinterested directors;
(2) the salaries and expenses of any of the Company's officers or employees who
are not affiliated with the Investment Adviser; (3) interest expenses; (4) taxes
and governmental fees; (5) brokerage commissions and other expenses incurred in
acquiring or disposing of portfolio securities; (6) the expenses of registering
and qualifying shares for sale with the SEC and with various state securities
commissions; (7) accounting and legal costs; (8) insurance premiums; (9) fees
and expenses of the Company's Custodian, Administrator, Sub-Administrator and
Transfer Agent and any related services; (10) expenses of obtaining quotations
of the Funds' portfolio securities and of pricing the Funds' shares; (11)
expenses of maintaining the Company's legal existence and of shareholders'
meetings; (12) expenses of preparation and distribution to existing shareholders
of reports, proxies and prospectuses; and (13) fees and expenses of membership
in industry organizations.
Chicago Title and Trust, 171 North Clark Street, Chicago, Illinois
60601, an Illinois chartered trust company, was previously a wholly-owned
subsidiary of Alleghany. On June 18, 1998, Alleghany spun off Chicago Title and
Trust to its shareholders as of that date. Chicago Title and Trust provided
investment advisory services to certain Funds of the Company since their
respective inception dates through October 30, 1995. As described more fully
below, Chicago Trust, an Illinois corporation, assumed those responsibilities on
October 30, 1995. Such Funds include: Alleghany/Chicago Trust Growth & Income
Fund, Alleghany/Chicago Trust Balanced Fund, Alleghany/Chicago Trust Bond Fund,
Alleghany/Chicago Trust Municipal Bond Fund and Alleghany/Chicago Trust Money
Market Fund.
Chicago Title and Trust formed AAM, a wholly-owned subsidiary, to act
as a holding company for certain of its financial services entities. On October
30, 1995, Chicago Title and Trust transferred substantially all of its fiduciary
business and investment operations to Chicago Trust, a wholly-owned subsidiary
of AAM. As part of such transfer, Chicago Trust assumed all of Chicago Title and
Trust's obligations and liabilities under its existing Investment Advisory
Agreements. Chicago Title and Trust had entered into a Guaranty Agreement with
the Company on behalf of each Fund for which it served as Investment Adviser,
pursuant to which it guaranteed all the obligations and liabilities of Chicago
Trust under such Agreements. Following approval of the Investment Advisory
Agreements by the shareholders of the respective Funds on June 17, 1999, the
Funds are no longer parties to such Guaranty Agreement, which was terminated on
June 17, 1999 with respect to all Funds except for Alleghany/Chicago Trust Talon
Fund for which the Guaranty Agreement remains in force. The investment
management operations with respect to the Company remain unchanged, and those
persons or groups responsible for the investment management of the applicable
Funds of the Company continue to have such responsibility for Chicago Trust.
Chicago Trust managed approximately $11.8 billion in assets as of
December 31, 1999, consisting primarily of pension and profit sharing accounts,
high net worth individuals, families and insurance companies. As part of the
spin-off of Chicago Title and Trust described above, Chicago Trust, an Illinois
corporation, became a direct wholly-owned subsidiary of AAM. AAM, located at
Park Avenue Plaza, New York City, New York 10055, is engaged through its
subsidiaries in the business of title insurance, reinsurance, other financial
services and industrial minerals.
As part of the corporate reorganization described above, Montag &
Caldwell became an indirect wholly-owned subsidiary of AAM. Prior to October 30,
1995, Montag & Caldwell was a wholly-owned subsidiary of Chicago Title and
Trust.
AAM also holds a 40% interest in Veredus, with certain options over
the next eight years to acquire up to a 70% interest.
Blairlogie is registered as an investment adviser with the SEC in the
United States and with the Investment Management Regulatory Organisation in the
United Kingdom. Blairlogie Capital Management Ltd. (now known as Blairlogie
Capital Management) commenced operations in 1992 and is an indirect subsidiary
of Alleghany Corporation.
The Administrator and Sub-Administrator
As Administrator, Chicago Trust, 171 North Clark Street, Chicago,
Illinois 60601, provides certain administrative services to the Company pursuant
to an Administration Agreement. PFPC Inc. (formerly, First Data Investor
Services Group, Inc.), 101 Federal Street, Boston, Massachusetts 02110, provides
certain administrative services for the Funds and Chicago Trust pursuant to a
Sub-Administration Agreement.
Under the Administration Agreement, the Administrator is responsible
for: (1) coordinating with the Custodian and Transfer Agent and monitoring the
services they provide to the Funds; (2) coordinating with and monitoring any
other third parties furnishing services to the Funds; (3) providing the Funds
with necessary office space, telephones and other communications facilities and
personnel competent to perform administrative and clerical functions; (4)
supervising the maintenance by third parties of such books and records of the
Funds as may be required by applicable Federal or state law; (5) preparing or
supervising the preparation by third parties of all Federal, state and local tax
returns and reports of the Funds required by applicable law; (6) preparing and,
after approval by the Funds, filing and arranging for the distribution of proxy
materials and periodic reports to shareholders of the Funds as required by
applicable law; (7) preparing and, after approval by the Company, arranging for
the filing of such registration statements and other documents with the SEC and
other Federal and state regulatory authorities as may be required by applicable
law; (8) reviewing and submitting to the Officers of the Company for their
approval invoices or other requests for payment of the Funds' expenses and
instructing the Custodian to issue checks in payment thereof; and (9) taking
such other action with respect to the Company or the Funds as may be necessary
in the opinion of the Administrator to perform its duties under the Agreement.
As compensation for services performed under the Administration
Agreement, the Administrator receives an administration fee payable monthly at
the annual rate set forth below as a percentage of the average daily net assets
of the Company. The Administrator also receives custody liaison fees as set
forth in the table below.
Administration Fees
Percentage Average Daily Net Assets (Aggregate)
0.06% less than $2 billion
0.05% at least $2 billion
but not more than $7 billion
0.045% over $7 billion
Custody Liaison Fees
Fee Average Daily Net Assets (Each Fund)
$10,000 less than $100 million
$15,000 at least $100 million
but not more than $500 million
$20,000 over $500 million
The following are the total administrative fees paid to the
Administrator for the three most recent fiscal years:
<TABLE>
<CAPTION>
Administrative Fees
<S> <C> <C> <C>
Fund FYE October 31, 1999 FYE October 31, 1998 FYE October 31, 1997
- ---- -------------------- -------------------- --------------------
FPSB First Data
Alleghany/Montag & Caldwell Growth Fund $1,357,663 $ 741,210 $ 76,898 $ 165,326
Alleghany/Chicago Trust Growth & Income Fund $ 254,852 $ 191,695 $ 52,175 $ 69,751
Alleghany/Chicago Trust Talon Fund $ 13,011 $ 18,106 $ 5,005 $ 6,670
Alleghany/Chicago Trust Small Cap Value Fund* $ 22,122 n/a n/a n/a
Alleghany/Veredus Aggressive Growth Fund* $ 18,568 n/a n/a n/a
Alleghany/Montag & Caldwell Balanced Fund $ 122,384 $ 80,312 $ 9,676 $ 17,554
Alleghany/Chicago Trust Balanced Fund $ 157,773 $ 131,063 $ 38,136 $ 47,246
Alleghany/Chicago Trust Bond Fund $ 93,681 $ 87,388 $ 21,291 $ 28,043
Alleghany/Chicago Trust Municipal Bond Fund $ 15,839 $ 12,164 $ 2,679 $ 3,007
Alleghany/Chicago Trust Money Market Fund $ 167,945 $ 148,930 $ 56,421 $ 65,373
* Alleghany/Chicago Trust Small Cap Value Fund commenced operations on November
10, 1998. Alleghany/Veredus Aggressive Growth Fund commenced operations on
June 30, 1998.
Administrative Fees
Six Months Ended Ten Months Ended Year Ended Year Ended
Fund October 31, 1999 April 30, 1999 June 30, 1998 June 30, 1997
- ---- ---------------- -------------- ------------- -------------
Alleghany/Blairlogie International $ 40,755 $ 522,631 $555,314 $437,490
Developed Fund**
Alleghany/Blairlogie Emerging Markets $ 17,137 $ 91,107 $208,654 $312,540
Fund**
</TABLE>
** Blairlogie International Developed Fund and Blairlogie Emerging Markets Fund
commenced operations on June 8, 1993 and June 1, 1993, respectively, as
separate portfolios of PIMCO Funds. These Funds were reorganized as new
portfolios of Alleghany Funds on April 30, 1999.
Prior to June 1, 1997, FPS Broker Services, Inc. ("FPSB"), 3200 Horizon
Drive, King of Prussia, Pennsylvania 19406, acted as an Underwriter of the
Funds' shares for the purpose of facilitating the registration of shares of the
Funds under state securities laws and assisted in sales of shares pursuant to
the Underwriting Agreement approved by the Company's Trustees. Pursuant to its
Underwriter Compensation Agreement with the Company, FPSB was paid an annual
underwriter fee of $2,500 for each Class N Shares Fund and $2,000 for each Class
I Shares Fund ($22,000 per annum total for eight Class N Shares Funds and one
Class I Shares Fund) and certain other registration and transaction fees.
Effective June 1, 1997, First Data Distributors, Inc. replaced FPS
Broker Services, Inc. as principal underwriter and distributor of the
Funds' shares. First Data Distributors, Inc. is located at 4400
Computer Drive, Westborough, Massachusetts 01581.
On December 1, 1999, PFPC Trust Company, a wholly-owned subsidiary of
PFPC Worldwide Inc. and an indirect wholly-owned subsidiary of PNC Bank Corp.,
acquired all of the outstanding shares of First Data Investor Services Group,
Inc., the Funds' sub-administrator and transfer agent. As a result, First Data
Investor Services Group, Inc. changed its name to PFPC Inc.
Effective December 1, 1999, Provident Distributors, Inc. replaced
First Data Distributors, Inc. as principal underwriter and distributor
of the Funds' shares. Provident Distributors, Inc. is located at 3200
Horizon Drive, King of Prussia, Pennsylvania 19406.
Distribution Plan
The Board of Trustees of the Company has adopted a Plan of Distribution
(the "Plan") pursuant to Rule 12b-1 under the 1940 Act, which permits the Class
N shares of each Fund, with the exception of Alleghany/Chicago Trust Money
Market Fund, to pay certain expenses associated with the distribution of its
shares. Under the Plan, each Fund may pay actual expenses not exceeding, on an
annual basis, 0.25% of a Fund's average daily net assets. To the Company's
knowledge, no interested person of the Company, nor any of its Trustees who are
not "interested persons," has a direct or indirect financial interest in the
operation of the Plan. The Company anticipates that each Fund will benefit from
additional shareholders and assets as a result of implementation of the Plan.
Amounts spent on behalf of each Fund pursuant to such Plan during the fiscal
year ended October 31, 1999, are set forth below.
<PAGE>
<TABLE>
<CAPTION>
12b-1 Plan Expenses
<S> <C> <C> <C> <C>
Distribution Compensation to Compensation to
Fund Printing Services Broker Dealers Sales Personnel
Alleghany/Montag & Caldwell Growth Fund $ 40,712 $ 87,784 $ 2,295,890 $ 34,710
Alleghany/Chicago Trust Growth & Income Fund $ 6,806 $ 33,594 $ 269,621 $ 23,984
Alleghany/Chicago Trust Talon Fund $ 632 $ 2,758 $ 8,866 $ 1,612
Alleghany/Chicago Trust Small Cap Value Fund* $ 970 $ 2,466 $ 26,138 $ 279
Alleghany/Veredus Aggressive Growth Fund* $ 803 $ 1,971 $ 23,818 $ 338
Alleghany/Blairlogie International Developed $ 79 $ 45 $ 2,453 $ 0
Fund**
Alleghany/Blairlogie Emerging Markets Fund** $ 19 $ 11 $ 401 $ 12
Alleghany/Montag & Caldwell Balanced Fund $ 4,681 $ 12,687 $ 181,713 $ 14,175
Alleghany/Chicago Trust Balanced Fund $ 7,967 $ 20,037 $ 157,209 $ 10,927
Alleghany/Chicago Trust Bond Fund $ 4,865 $ 13,307 $ 128,266 $ 9,656
Alleghany/Chicago Trust Municipal Bond Fund $ 427 $ 1,883 $ 6,103 $ 364
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Fund Marketing Service Providers Total
Alleghany/Montag & Caldwell Growth Fund $ 748,516 $ 63,445 $ 3,271,008
Alleghany/Chicago Trust Growth & Income Fund $ 773,528 $ 107,572 $ 1,215,104
Alleghany/Chicago Trust Talon Fund $ 42,020 $ 452 $ 56,340
Alleghany/Chicago Trust Small Cap Value Fund* $ 56,325 $ 1,579 $ 87,758
Alleghany/Veredus Aggressive Growth Fund* $ 41,163 $ 470 $ 68,564
Alleghany/Blairlogie International Developed $ 5,032 $ 71 $ 7,680
Fund**
Alleghany/Blairlogie Emerging Markets Fund** $ 1,449 $ 0 $ 1,892
Alleghany/Montag & Caldwell Balanced Fund $ 145,342 $ 16,366 $ 374,964
Alleghany/Chicago Trust Balanced Fund $ 465,231 $ 72,717 $ 734,088
Alleghany/Chicago Trust Bond Fund $ 339,660 $ 34,406 $ 530,157
Alleghany/Chicago Trust Municipal Bond Fund $ 49,551 $ 0 $ 58,327
* Alleghany/Chicago Trust Small Cap Value Fund commenced operations on
November 10, 1998. Alleghany/Veredus Aggressive Growth Fund commenced
operations on June 30, 1998. ** Alleghany/Blairlogie Emerging Markets
Fund and Alleghany/Blairlogie International Developed Fund joined
Alleghany Funds on April 30, 1999.
</TABLE>
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
The Investment Adviser or Sub-Adviser is responsible for decisions to
buy and sell securities for the Funds, for the placement of its portfolio
business and the negotiation of commissions, if any, paid on such transactions.
In placing trades for a Fund, the Investment Adviser or Sub-Adviser will follow
the Company's policy of seeking best execution of orders. Securities traded in
the over-the-counter market are generally traded on a net basis. These
securities are generally traded on a net basis with dealers acting as principal
for their own accounts without a stated commission. In over-the-counter
transactions, orders are placed directly with a principal market-maker unless a
better price and execution can be obtained by using a broker. Brokerage
commissions are paid on transactions in listed securities, futures contracts and
options.
The Company will attempt to obtain the best overall price and most
favorable execution of transactions in portfolio securities. However, subject to
policies established by the Board of Trustees of the Company, a Fund may pay a
broker-dealer a commission for effecting a portfolio transaction for a Fund in
excess of the amount of commission another broker-dealer would have charged if
Chicago Trust, Montag & Caldwell, Veredus or Blairlogie, as appropriate,
determines in good faith that the commission paid was reasonable in relation to
the brokerage or research services provided by such broker-dealer, viewed in
terms of that particular transaction or such firm's overall responsibilities
with respect to the clients, including the Fund, as to which it exercises
investment discretion. In selecting and monitoring broker-dealers and
negotiating commissions, consideration will be given to a broker-dealer's
reliability, the quality of its execution services on a continuing basis and its
financial condition. Subject to the foregoing considerations, preference may be
given in executing portfolio transactions for a Fund to brokers which have sold
shares of that Fund.
The Investment Adviser or Sub-Adviser effects portfolio transactions
for other investment companies and advisory accounts. Research services
furnished by broker-dealers through whom the Funds effect securities
transactions may be used by the Investment Adviser or Sub-Adviser, as the case
may be, in servicing all of their respective accounts; not all such services may
be used in connection with the Funds. The Investment Adviser and Sub-Adviser
will attempt to equitably allocate portfolio transactions among the Funds and
others whenever concurrent decisions are made to purchase or sell securities by
the Funds and other accounts. In making such allocations between the Funds and
others, the main factors to be considered are the respective investment
objectives, the relative size of portfolio holdings of the same or comparable
securities, the availability of cash for investment, the size of investment
commitments generally held and the opinions of the persons responsible for
recommending investments to the Funds and the others. In some cases, this
procedure could have an adverse effect on the Funds. In the opinion of the
Investment Adviser or Sub-Adviser, however, the results of such procedures will,
on the whole, be in the best interest of each of the clients.
Amounts spent on behalf of each Fund for brokerage commissions during
each of the last three fiscal years are set forth below.
<TABLE>
<CAPTION>
Brokerage Commissions
<S> <C> <C> <C>
Fund FYE October 31, 1999 FYE October 31, 1998 FYE October 31, 1997
---- -------------------- -------------------- --------------------
Alleghany/Montag & Caldwell Growth Fund $ 1,716,450 $ 1,379,506 $ 537,610
Alleghany/Chicago Trust Growth & Income Fund $ 256,176 $ 243,509 $ 130,947
Alleghany/Chicago Trust Talon Fund $ 94,685 $ 69,511 $ 55,212**
Alleghany/Chicago Trust Small Cap Value Fund* $ 285,009 n/a n/a
Alleghany/Veredus Aggressive Growth Fund* $ 52,394 n/a n/a
Alleghany/Montag & Caldwell Balanced Fund $ 103,697 $ 102,195 $ 34,393
Alleghany/Chicago Trust Balanced Fund $ 80,255 $ 86,435 $ 58,087
Alleghany/Chicago Trust Bond Fund n/a n/a n/a
Alleghany/Chicago Trust Municipal Bond Fund n/a n/a n/a
Alleghany/Chicago Trust Money Market Fund n/a n/a n/a
* Alleghany/Chicago Trust Small Cap Value Fund commenced operations on
November 10, 1998. Alleghany/Veredus Aggressive Growth Fund commenced
operations on June 30, 1998.
** Of this amount, $1,300 was paid to Talon Securities, Inc. ("TSI"), an
affiliate of Talon, the Fund's Sub-Adviser. The amount paid to TSI
represents: (a) 0.20% of the aggregate brokerage commissions received by
TSI from all clients during the fiscal year ended October 31, 1997; and (b)
2.35% of the total commissions paid by Alleghany/Chicago Trust Talon Fund
to all brokers through whom trades were placed during the Fund's fiscal
year ended October 31, 1997.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Brokerage Commissions
<S> <C> <C> <C> <C>
Fund Six Months Ended Ten Months Ended Year Ended Year Ended
---- - -
October 31, 1999 April 30, 1999 June 30, 1998 June 30, 1997
---------------- -------------- ------------- -------------
Alleghany/Blairlogie International $ 206,859 $ 261,870 $ 326,193 $ 498,041
Developed Fund**
Alleghany/Blairlogie Emerging $ 62,783 $ 92,726 $ 238,241 $ 591,312
Markets Fund**
** Alleghany/Blairlogie International Developed Fund and
Alleghany/Blairlogie Emerging Markets Fund joined Alleghany Funds on
April 30, 1999.
</TABLE>
Portfolio Turnover
The portfolio turnover rate for each of the Funds is calculated by
dividing the lesser of purchases or sales of portfolio investments for the
reporting period by the monthly average value of the portfolio investments owned
during the reporting period. The calculation excludes all securities, including
options, whose maturities or expiration dates at the time of acquisition are one
year or less. Portfolio turnover may vary greatly from year to year as well as
within a particular year and may be affected by cash requirements for redemption
of units and by requirements which enable the Funds to receive favorable tax
treatment. In any event, portfolio turnover is generally not expected to exceed
100% in the Funds, except for Alleghany/Chicago Trust Small Cap Value Fund or
Alleghany/Veredus Aggressive Growth Fund, in which it is not expected to exceed
200%. A high rate of portfolio turnover (i.e., over 100%) may result in the
realization of substantial capital gains and involves correspondingly greater
transaction costs. To the extent that net capital gains are realized,
distributions derived from such gains are treated as ordinary income for Federal
income tax purposes.
The portfolio turnover rates for the Funds for their most recent fiscal
periods may be found under "FINANCIAL HIGHLIGHTS" in the Prospectus.
<PAGE>
NET ASSET VALUE
The net asset value per share of each Fund is computed as of the close
of regular trading on the NYSE on each day the NYSE is open for trading. The
NYSE is closed on New Year's Day, Martin Luther King Jr.'s Birthday, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day.
The net asset value per share is computed by adding the value of
all securities and other assets in the portfolio, deducting any liabilities
(expenses and fees are accrued daily) and dividing by the number of shares
outstanding. The portfolio securities of each Fund listed or traded on a stock
exchange are valued at the latest sale price. If no sale price is reported, the
mean of the latest bid and asked prices is used. Securities traded
over-the-counter are priced at the mean of the latest bid and asked prices. When
market quotations are not readily available, securities and other assets are
valued at fair value as determined in good faith by the Board of Trustees.
Bonds are valued through prices obtained from a commercial pricing
service or at the mean of the most recent bid and asked prices provided by
investment dealers in accordance with procedures established by the Board of
Trustees. Options, futures and options on futures are valued at the settlement
price as determined by the appropriate clearing corporation.
The securities held in the portfolio of Alleghany/Chicago Trust
Money Market Fund, and the debt securities with maturities of sixty days or less
held by the other Funds, are valued at amortized cost. When a security is valued
at amortized cost, it is valued at its cost when purchased, and thereafter by
assuming a constant amortization to maturity of any premium or accretion of
discount, unless de minimis, regardless of the impact of fluctuating interest
rates on the market value of the instrument.
Quotations of foreign securities denominated in foreign currency are
converted to U.S. dollar equivalents using foreign exchange quotations received
from independent dealers. The calculation of the net asset value of each Fund
may not take place contemporaneously with the determination of the prices of
certain portfolio securities of foreign issuers used in such calculation.
Further, under the Company's procedures, the prices of foreign securities are
determined using information derived from pricing services and other sources.
Information that becomes known to the Company or its agents after the time that
net asset value is calculated on any Business Day may be assessed in determining
net asset value per share after the time of receipt of the information, but will
not be used to retroactively adjust the price of the security so determined
earlier or on a prior day. 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 (normally 4:00 p.m., Eastern time) 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 Investment Adviser and approved in good faith by
the Board of Trustees.
DIVIDENDS
Income dividends and capital gain distributions are reinvested
automatically in additional shares at net asset value, unless you elect to
receive them in cash. Distribution options may be changed at any time by
requesting a change in writing. Any check in payment of dividends or other
distributions which cannot be delivered by the Post Office or which remains
uncashed for a period of more than one year may be reinvested in the
shareholder's account at the then current net asset value and the dividend
option may be changed from cash to reinvest. Dividends are reinvested on the
exdividend date (the "ex-date") at the net asset value determined at the close
of business on that date. Please note that shares purchased shortly before the
record date for a dividend or distribution may have the effect of returning
capital, although such dividends and distributions are subject to taxes.
Dividends paid by Montag & Caldwell Growth Fund, Alleghany/Chicago
Trust Growth & Income Fund, Montag & Caldwell Balanced Fund, Alleghany/Chicago
Trust Balanced Fund, Alleghany/Blairlogie Emerging Markets Fund,
Alleghany/Blairlogie International Developed Fund and Alleghany/Chicago Trust
Bond Fund with respect to Class I shares are calculated in the same manner and
at the same time. Both Class N and Class I shares of a Fund will share
proportionately in the investment income and general expenses of the Fund,
except that the per share dividends of Class N shares will differ from the per
share dividends of Class I shares as a result of class-specific expenses.
<PAGE>
TAXES
Each Fund intends to qualify or to continue to qualify each year as a
regulated investment company under the Code.
In order to so qualify, a Fund must, among other things, (i) derive at
least 90% of its gross income from dividends, interest, payments with respect to
certain securities loans, gains from the sale of securities or foreign
currencies, or other income (including but not limited to gains from options,
futures or forward contracts) derived with respect to its business of investing
in such stock, securities or currencies; (ii) derive less than 30% of its gross
income from gains from the sale or other disposition of securities or certain
futures and options thereon held for less than three months ("short-short
gains"); (iii) distribute at least 90% of its dividend, interest and certain
other taxable income each year; and (iv) at the end of each fiscal quarter
maintain at least 50% of the value of its total assets in cash, U.S. Government
securities, securities of other regulated investment companies, and other
securities of issuers which represent, with respect to each issuer, no more than
5% of the value of a Fund's total assets and 10% of the outstanding voting
securities of such issuer, and with no more than 25% of its assets invested in
the securities (other than those of the government or other regulated investment
companies) of any one issuer or of two or more issuers which the Fund controls
and which are engaged in the same, similar or related trades and businesses.
To the extent that a Fund qualifies for treatment as a regulated
investment company, it will not be subject to Federal income tax on income paid
to shareholders in the form of dividends or capital gains distributions.
An excise tax at the rate of 4% will be imposed on the excess, if any,
of a Fund's "required distributions" over actual distributions in any calendar
year. Generally, the "required distribution" is 98% of a Fund's ordinary income
for the calendar year plus 98% of its capital gain net income recognized during
the one-year period ending on October 31 plus undistributed amounts from prior
years. The Funds intend to make distributions sufficient to avoid imposition of
the excise tax. For a distribution to qualify as such with respect to a calendar
year under the foregoing rules, it must be declared by a Fund during October,
November or December to shareholders of record during such month and paid by
January 31 of the following year. Such distributions will be taxable in the year
they are declared, rather than the year in which they are received.
When a Fund writes a call or purchases a put option, an amount equal to
the premium received or paid by it is included in the Fund's accounts as an
asset and as an equivalent liability.
In writing a call, the amount of the liability is subsequently
"marked-to-market" to reflect the current market value of the option written.
The current market value of a written option is the last sale price on the
principal exchange on which such option is traded or, in the absence of a sale,
the mean between the last bid and asked prices. If an option which a Fund has
written expires on its stipulated expiration date, the Fund recognizes a
short-term capital gain. If a Fund enters into a closing purchase transaction
with respect to an option which the Fund has written, the Fund realizes a
short-term gain (or loss if the cost of the closing transaction exceeds the
premium received when the option was sold) without regard to any unrealized gain
or loss on the underlying security, and the liability related to such option is
extinguished. If a call option which a Fund has written is exercised, the Fund
realizes a capital gain or loss from the sale of the underlying security and the
proceeds from such sale are increased by the premium originally received.
The premium paid by a Fund for the purchase of a put option is recorded
in the Fund's assets and liabilities as an investment and subsequently adjusted
daily to the current market value of the option. For example, if the current
market value of the option exceeds the premium paid, the excess would be
unrealized appreciation and, conversely, if the premium exceeds the current
market value, such excess would be unrealized depreciation. The current market
value of a purchased option is the last sale price on the principal exchange on
which such option is traded or, in the absence of a sale, the mean between the
last bid and asked prices. If an option which a Fund has purchased expires on
the stipulated expiration date, the Fund realizes a short-term or long-term
capital loss for Federal income tax purposes in the amount of the cost of the
option. If a Fund exercises a put option, it realizes a capital gain or loss
(long-term or short-term, depending on the holding period of the underlying
security) from the sale which will be decreased by the premium originally paid.
The amount of any realized gain or loss on closing out options on
certain stock indices will result in a realized gain or loss for tax purposes.
Such options held by a Fund at the end of each fiscal year on a broad-based
stock index will be required to be "marked-to-market" for Federal income tax
purposes. Sixty percent of any net gain or loss recognized on such deemed sales
or on any actual sales will be treated as long-term capital gain or loss, and
the remainder will be treated as short-term capital gain or loss ("60/40 gain or
loss"). Certain options, futures contracts and options on futures contracts
utilized by the Funds are "Section 1256 contracts." Any gains or losses on
Section 1256 contracts held by a Fund at the end of each taxable year (and on
October 31 of each year for purposes of the 4% excise tax) are
"marked-to-market" with the result that unrealized gains or losses are treated
as though they were realized and the resulting gain or loss is treated as a
60/40 gain or loss.
Shareholders will be subject to Federal income taxes on distributions
made by the Funds whether received in cash or additional shares of the Funds.
Distributions of net investment income and net short-term capital gains, if any,
will be taxable to shareholders as ordinary income. Distributions of net capital
gains (the excess of net capital gains over net short-term capital losses), if
any, will be taxable to shareholders as 28% rate gains or 20% rate gains,
without regard to how long a shareholder has held shares of a Fund. A loss on
the sale of shares held for six months or less will be treated as a long-term
capital loss to the extent of any long-term capital gain dividend paid to the
shareholder with respect to such shares. Dividends paid by a Fund may qualify in
part for the 70% dividends-received deduction for corporations, provided
however, that those shares have been held for at least 45 days.
The Funds will notify shareholders each year of the amount of dividends
and distributions, including the amount of any distribution of 28% rate gains
and 20% rate gains and the portion of its dividends which qualify for the 70%
deduction.
Passive Foreign Investment Companies
Alleghany/Blairlogie International Developed Fund and
Alleghany/Blairlogie Emerging Markets Fund may invest in the stock of foreign
corporations which may be classified under the Code as passive foreign
investment companies ("PFICs"). In general, a foreign corporation is classified
as a PFIC for a taxable year if at least 50% of its assets constitute
investment-type assets or 75% or more of its gross income is investment-type
income. If a Fund receives a so-called "excess distribution" with respect to
PFIC stock, the Fund itself may be subject to tax on a portion of the excess
distribution, whether or not the corresponding income is distributed by the Fund
to stockholders.
In general, under the PFIC rules, an excess distribution is treated as
having been realized ratably over the period during which the Fund held the PFIC
stock. A Fund itself will be subject to a U.S. federal income tax (including
interest) on the portion, if any, of an excess distribution that is so allocated
to prior taxable years. Certain distributions from a PFIC as well as gain from
the sale of PFIC stock are treated as excess distributions. Excess distributions
are characterized as ordinary income even though, absent application of the PFIC
rules, certain excess distributions might have been classified as capital gain.
A Fund may be eligible to elect alternative tax treatment with respect
to PFIC stock. Under an election that currently is available in some
circumstances, a Fund generally would be required to include its share of the
PFIC's income and net capital gain annually, regardless of whether distributions
are received from the PFIC in a given year. If this election were made, the
special rules discussed above relating to the taxation of excess distributions
would not apply. In addition, another election may be available that would
involve marking to market a Fund's PFIC shares at the end of each taxable year
(and on certain other dates prescribed in the Code), with the result that
unrealized gains are treated as though they were realized. If this election were
made, tax at the Fund level under the PFIC rules would generally be eliminated,
but the Fund could, in limited circumstances, incur nondeductible interest
charges. A Fund's intention to qualify annually as a regulated investment
company may limit its elections with respect to PFIC shares.
Because the application of the PFIC rules may affect, among other
things, the character of gains and the amount of gain or loss and the timing of
the recognition of income with respect to PFIC shares, and may subject a Fund
itself to tax on certain income from PFIC shares, the amount that must be
distributed to shareholders and will be taxed to shareholders as ordinary income
or long-term capital gain may be increased or decreased substantially as
compared to a fund that did not invest in PFIC shares.
Foreign Currency Transactions
Under the Code, gains or losses attributable to fluctuations in
exchange rates which occur between the time a Fund accrues income or other
receivables or accrues expenses or other liability denominated in a foreign
currency and the time the Fund actually collects such receivable or pays such
liabilities generally are treated as ordinary income or loss. Similarly, on
disposition of debt securities denominated in a foreign currency and on
disposition of certain other instruments, gains or losses attributable to
fluctuations in the value of the foreign currency between the date of
acquisition of the security or contract and the date of disposition also are
treated as ordinary gain or loss. These gains and losses, referred to under the
Code as "section 988" gains or losses, may increase or decrease the amount of a
Fund's investment company taxable income to be distributed to its shareholders
as ordinary income.
Foreign Taxation
Income received by Alleghany/Blairlogie International Developed Fund
and Alleghany/Blairlogie Emerging Markets Fund from sources within foreign
countries may be subject to withholding and other taxes imposed by such
countries. Tax conventions between certain countries and the U.S. may reduce of
eliminate such taxes. In addition, the Investment Adviser intends to manage the
Funds with the intention of minimizing foreign taxation in cases where it is
deemed prudent to do so. If more than 50% of the value of a Fund's total assets
at the close of its taxable year consists of securities of foreign corporations,
such Fund will be eligible to elect to "pass through" to the Fund's shareholders
the amount of eligible foreign income and similar taxes paid by the Fund. If
this election is made, a shareholder generally subject to tax will be required
to include in gross income (in addition to taxable dividends actually received)
his or her pro rata share of foreign taxes in computing his or her taxable
income or to use it as a foreign tax credit against his or her U.S. federal
income tax liability, subject to certain limitations. In particular,
shareholders must hold their shares (without protection from risk of loss) on
the ex-dividend date and for at least 15 more days during the 30-day period
surrounding the ex-dividend date to be eligible to claim a foreign tax credit
with respect to a gain dividend. No deduction for foreign taxes may be claimed
by a shareholder who does not itemize deductions. Each shareholder will be
notified within 60 days after the close of the Fund's taxable year whether the
foreign taxes paid by the Fund will "pass through" for that year.
Generally, a credit for foreign taxes is subject to the limitation that
it may not exceed the shareholder's U.S. tax attributable to his or her total
foreign source taxable income. For this purpose, if the pass-through election is
made, the source of the electing Fund's income will flow through to shareholders
of the Company. With respect to such Funds, gains from the sale of securities
will be treated as derived from U.S. sources and certain currency fluctuation
gains, including fluctuation gains from foreign currency-denominated debt
securities, receivables and payables will be treated as ordinary income derived
from U.S. sources. The limitation on the foreign tax credit is applied
separately to foreign source passive income, and to certain other types of
income. Shareholders may be unable to claim a credit for the full amount of
their proportionate share of the foreign taxes paid by the Fund. The foreign tax
credit can be used to offset only 90% of the revised alternative minimum tax
imposed on corporations and individuals and foreign taxes generally are not
deductible in computing alternative minimum taxable income.
Dividends and distributions also may be subject to state and local
taxes. Shareowners are urged to consult their tax advisers regarding specific
questions as to Federal, state and local taxes.
The foregoing discussion relates solely to U.S. Federal income tax law.
Non-U.S. investors should consult their tax advisers concerning the tax
consequences of ownership of shares of the Funds, including the possibility that
distributions may be subject to a 30% United States withholding tax (or a
reduced rate of withholding provided by treaty).
PERFORMANCE INFORMATION
In General
From time to time, the Company may include general comparative
information, such as statistical data regarding inflation, securities indices or
the features or performance of alternative investments, in advertisements, sales
literature and reports to shareholders. The Company may also include
calculations, such as hypothetical compounding examples or tax-free compounding
examples, which describe hypothetical investment results in such communications.
Such performance examples will be based on an express set of assumptions and are
not indicative of the performance of any Fund. In addition, the Company may
include charts comparing various tax-free yields versus taxable yield
equivalents at different income levels.
From time to time, the yield and total return of a Fund may be quoted
in advertisements, shareholder reports or other communications to shareholders.
Total Return Calculations
Total return is defined as the change in value of an investment in
a Fund over a particular period, assuming that all distributions have been
reinvested. Thus, total return reflects not only income earned, but also
variations in share prices at the beginning and end of the period. Average
annual total return is determined by computing the annual compound return over a
stated period of time that would have produced a Fund's cumulative total return
over the same period if the Fund's performance had remained constant throughout.
The Funds that compute their average annual total returns do so by
determining the average annual compounded rates of return during specified
periods that equate the initial amount invested to the ending redeemable value
of such investment. This is done by dividing the ending redeemable value of a
hypothetical $1,000 initial payment by $1,000 and raising the quotient to a
power equal to one divided by the number of years (or fractional portion
thereof) covered by the computation and subtracting one from the result. This
calculation can be expressed as follows:
1
Average Annual Total Return = (ERV) n - 1
---
P
<TABLE>
<CAPTION>
<S> <C>
Where: ERV = ending redeemable value at the end of the period covered by the
computation of a hypothetical $1,000 payment made at the beginning of the period
P = hypothetical initial payment of $1,000
n = period covered by the computation, expressed in terms of years
T = average annual total return
</TABLE>
The Funds that compute their aggregate total returns over a specified
period do so by determining the aggregate compounded rate of return during such
specified period that likewise equates over a specified period the initial
amount invested to the ending redeemable value of such investment. The formula
for calculating aggregate total return is as follows:
Aggregate Annual Total Return = ERV - 1
---
P
<TABLE>
<CAPTION>
<S> <C>
Where: ERV = ending redeemable value at the end of the period covered by the
computation of a hypothetical $1,000 payment made at the beginning of the period
P = hypothetical initial payment of $1,000
</TABLE>
The calculations of average annual total return and aggregate total
return assume the reinvestment of all dividends and capital gain distributions
on the reinvestment dates during the period. The ending redeemable value
(variable "ERV" in each formula) is determined by assuming complete redemption
of the hypothetical investment and the deduction of all nonrecurring charges at
the end of the period covered by the computations. Such calculations are not
necessarily indicative of future results and do not take into account Federal,
state and local taxes that shareholders must pay on a current basis.
Since performance will fluctuate, performance data for the Funds should
not be used to compare an investment in the Funds' shares with bank deposits,
savings accounts and similar investment alternatives which often provide an
agreed or guaranteed fixed yield for a stated period of time. Shareholders
should remember that performance is generally a function of the kind and quality
of the instruments held in a portfolio, portfolio maturity, operating expenses
and market conditions.
<PAGE>
The average annual total returns for the Funds that quote such
performance were as follows for the periods shown:
<TABLE>
<CAPTION>
<S> <C> <C>
One Year Ended From Fund Inception
Series 10/31/99 through 10/31/99
Alleghany/Montag & Caldwell Growth Fund - Class N 29.34% 28.48%
Montag & Caldwell Growth Fund - Class I 29.78% 27.67%
Alleghany/Chicago Trust Growth & Income Fund 27.71% 22.71%
Alleghany/Chicago Trust Talon Fund 2.32% 13.18%
Alleghany/Chicago Trust Small Cap Value Fund n/a n/a
Alleghany/Veredus Aggressive Growth Fund 92.92% 46.29%
Alleghany/Blairlogie International Developed Fund - Class N 16.66% 10.84%
Alleghany/Blairlogie International Developed Fund - Class I 17.12% 10.62%
Alleghany/Blairlogie Emerging Markets Fund - Class N 32.68% (7.54)%
Alleghany/Blairlogie Emerging Markets Fund - Class I 33.07% 2.89%
Alleghany/Montag & Caldwell Balanced Fund- Class N 17.83% 20.10%
Montag & Caldwell Balanced Fund - Class I n/a n/a
Alleghany/Chicago Trust Balanced Fund 17.26% 18.04%
Alleghany/Chicago Trust Bond Fund 1.02% 5.78%
Alleghany/Chicago Trust Municipal Bond Fund (1.77)% 3.40%
</TABLE>
Yield and Tax-Equivalent Yield
Yield refers to net income generated by an investment over a particular
period of time, which is annualized (assumed to have been generated for one
year) and expressed as an annual percentage rate. Effective yield is yield
assuming that all distributions are reinvested. Effective yield will be slightly
higher than the yield because of the compounding effect of the assumed
investment. Yield for Alleghany/Chicago Trust Money Market Fund over a seven-day
period is called current yield. For Alleghany/Chicago Trust Bond Fund and
Alleghany/Chicago Trust Municipal Bond Fund, yield is calculated by dividing the
net investment income per share earned during a 30-day period by the maximum
offering price per share on the last day of the period and annualizing the
result.
Yield of Alleghany/Chicago Trust Money Market Fund
The yield of this Fund for a seven-day period (the "base period") will
be computed by determining the net change in value (calculated as set forth
below) of a hypothetical account having a balance of one share at the beginning
of the period, dividing the net change in account value by the value of the
account at the beginning of the base period to obtain the base period return and
multiplying the base period return by 365/7 with the resulting yield figure
carried to the nearest hundredth of one percent. Net changes in value of a
hypothetical account will include the value of additional shares purchased with
dividends from the original share and dividends declared on both the original
share and any such additional shares, but will not include realized gains or
losses or unrealized appreciation or depreciation on portfolio investments.
Yield may also be calculated on a compound basis (the "effective yield") which
assumes that net income is reinvested in shares of the Fund at the same rate as
net income is earned for the base period.
The yield and effective yield of Alleghany/Chicago Trust Money
Market Fund will vary in response to fluctuations in interest rates and in the
expenses of the Fund. For comparative purposes, the current and effective yields
should be compared to current and effective yields offered by competing
financial institutions for the same base period and calculated by the methods
described above. For the seven-day period ended October 31, 1999,
Alleghany/Chicago Trust Money Market Fund had a yield of 4.97% and an effective
yield of 5.10%.
Yields of Alleghany/Chicago Trust Bond Fund and Alleghany/Chicago
Trust Municipal Bond Fund
The yield of each of these Funds is calculated by dividing the net
investment income per share (as described below) earned by the Fund during a
30-day (or one month) period by the maximum offering price per share on the last
day of the period and annualizing the result on a semi-annual basis by adding
one to the quotient, raising the sum to the power of six, subtracting one from
the result and then doubling the difference. A Fund's net investment income per
share earned during the period is based on the average daily number of shares
outstanding during the period entitled to receive dividends and includes
dividends and interest earned during the period minus expenses accrued for the
period, net of reimbursements.
<PAGE>
This calculation can be expressed as follows:
YIELD = 2 [(a - b + 1) 6 - 1]
cd
<TABLE>
<CAPTION>
<S> <C>
Where: a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period that
were entitled to receive dividends
d = maximum offering price per share on the last day of the period
</TABLE>
For the purpose of determining net investment income earned during the
period (variable "a" in the formula), dividend income on equity securities held
by a Fund is recognized by accruing 1/360 of the stated dividend rate of the
security each day that the security is in the Fund. Except as noted below,
interest earned on any debt obligations held by a Fund is calculated by
computing the yield to maturity of each obligation held by that Fund based on
the market value of the obligation (including actual accrued interest) at the
close of business on the last business day of the month, the purchase price
(plus actual accrued interest) and dividing the result by 360 and multiplying
the quotient by the market value of the obligation (including actual accrued
interest) in order to determine the interest income on the obligation for each
day of the subsequent month that the obligation is held by that Fund. For
purposes of this calculation, it is assumed that each month contains 30 days.
The date on which the obligation reasonably may be expected to be called or, if
none, the maturity date. With respect to debt obligations purchased at a
discount or premium, the formula generally calls for amortization of the
discount premium. The amortization schedule will be adjusted monthly to reflect
changes in the market values of such debt obligations.
Expenses accrued for the period (variable "b" in the formula) include
all recurring fees charged by a Fund to all shareholder accounts in proportion
to the length of the base period and the Fund's mean (or median) account size.
Undeclared earned income will be subtracted from the offering price per capital
share (variable "d" in the formula).
Interest earned on tax-exempt obligations that are issued without
original issue discount and have a current market discount is calculated by
using the coupon rate of interest instead of the yield to maturity. In the case
of tax-exempt obligations that are issued with original issue discount but which
have discounts based on current market value that exceed the then-remaining
portion of the original discount (market discount), the yield to maturity is the
imputed rate based on the original issue discount calculation. On the other
hand, in the case of tax-exempt obligations that are issued with original issue
discount but which have discounts based on current market value that are less
than the then-remaining portion of the original discount (market premium), the
yield to maturity is based on the market value.
With respect to mortgage- or other receivables-backed obligations which
are expected to be subject to monthly payments of principal and interest
("pay-downs"): (i) gain or loss attributable to actual monthly pay-downs are
accounted for as an increase or decrease to interest income during the period;
and (ii) each Fund may elect either (a) to amortize the discount and premium on
the remaining security, based on the cost of the security, to the weighted
average maturity date, if such information is available, or to the remaining
term of the security, if any, if the weighted average date is not available or
(b) not to amortize discount or premium on the remaining security.
For the 30-day period ended October 31, 1999, Alleghany/Chicago Trust
Bond Fund had a yield of 6.56%.
For the 30-day period ended October 31, 1999, Alleghany/Chicago Trust
Municipal Bond Fund had a yield of 4.77%.
Tax-Equivalent Yield of Alleghany/Chicago Trust Municipal Bond Fund
The "tax-equivalent yield" of Alleghany/Chicago Trust Municipal Bond
Fund is computed by (a) dividing the portion of the yield (calculated as above)
that is exempt from Federal income tax by one minus a stated Federal income tax
rate and (b) adding to that figure to that portion, if any, of the yield that is
not exempt from Federal income tax.
The tax-equivalent yield of this Fund reflects the taxable yield that
an investor at the stated marginal Federal income tax rate would have to receive
to equal the primarily tax-exempt yield from Alleghany/Chicago Trust Municipal
Bond Fund. Before investing in this Fund, you may want to determine which
investment - tax free or taxable - will result in a higher after-tax yield. To
do this, divided the yield on the tax-free investment by the decimal determined
by subtracting from one the highest Federal tax rate you pay. For example, if
the tax-free yield is 5% and your maximum tax bracket is 36%, the computation
is:
5% Tax-Free Yield / (1.00 - 0.36 Tax Rate) = 5%/0.64 = 7.81% Tax Equivalent
Yield
In this example, your after-tax return would be higher from the 5%
tax-free investment if available taxable yields are below 7.81%. Conversely, the
taxable investment would provide a higher yield when taxable yields exceed
7.81%.
For the 30-day period ended October 31, 1999, Alleghany/Chicago Trust
Municipal Bond Fund had a tax-equivalent yield of 7.45% based on the tax-free
yield of 4.77% shown above, and assuming a shareholder is at the 36% Federal
income tax rate.
OTHER INFORMATION
Statements contained in the Prospectus or in this Statement of
Additional Information as to the contents of any contract or other document
referred to are not necessarily complete. In each instance reference is made to
the copy of such contract or other document filed as an exhibit to the
Registration Statement of which the Prospectus and this Statement of Additional
Information forms a part. Each such statement is qualified in all respects by
such reference.
Description of Shares
Each Fund is authorized to issue an unlimited number of shares of
beneficial interest without par value. Currently, there is only one class of
shares issued by the Funds of the Company, except for Montag & Caldwell Growth
Fund, Alleghany/Chicago Trust Growth & Income Fund, Alleghany/Blairlogie
International Developed Fund, Alleghany/Blairlogie Emerging Markets Fund, Montag
& Caldwell Balanced Fund and Alleghany/Chicago Trust Bond Fund. These Funds
offers two classes of shares: Class N shares and Class I shares. Since each
class has different expenses, i.e., Class I shares do not pay a distribution
plan fee, performance will vary and it is anticipated that the Class N dividends
will be lower than the Class I dividends. Shares of each Fund represent equal
proportionate interests in the assets of that Fund only and have identical
voting, dividend, redemption, liquidation and other rights except that Class I
shares of Montag & Caldwell Growth Fund, Alleghany/Chicago Trust Growth & Income
Fund, Alleghany/Blairlogie International Developed Fund, Alleghany/Blairlogie
Emerging Markets Fund, Montag & Caldwell Balanced Fund and Alleghany/Chicago
Trust Bond Fund have no rights with respect to that Fund's distribution plan.
All shares issued are fully paid and non-assessable, and shareholders have no
preemptive or other right to subscribe to any additional shares and no
conversion rights. Information about Class I shares is available by calling the
Fund at 800 992-8151.
Class I shares of Montag & Caldwell Growth Fund, Alleghany/Chicago
Trust Growth & Income Fund, Alleghany/Blairlogie International Developed Fund,
Alleghany/Blairlogie Emerging Markets Fund, Montag & Caldwell Balanced Fund and
Alleghany/Chicago Trust Bond Fund may be purchased directly from the Funds at
the net asset value next determined after receipt of the order in proper form.
The minimum initial investment is $5 million for Montag & Caldwell Growth Fund
and Alleghany/Chicago Trust Growth & Income Fund, $2 million for
Alleghany/Chicago Trust Bond Fund and $1 million for Montag & Caldwell Balanced
Fund, Alleghany/Blairlogie International Developed Fund and Alleghany/Blairlogie
Emerging Markets Fund. There is no minimum subsequent investment. For purposes
of the investment minimum, the balances of Fund accounts of clients of a
financial consultant may be aggregated in determining whether the minimum
investment has been met. This aggregation may also be applied to the accounts of
immediate family members (i.e., a person's spouse, parents, children, siblings
and in-laws). In addition, the aggregation may be applied to the related
accounts of a corporation or other legal entity. The Funds may waive the minimum
initial investment by obtaining a letter of intent, evidencing an investor's
intention of meeting the minimum initial investment in a specified period of
time as continually reviewed and approved by the Board. The minimum investment
is waived for Trustees of the Trust and employees of the Investment Adviser and
its affiliates. There is no sales load or charge in connection with the purchase
of shares. The Company reserves the right to reject any purchase order and to
suspend the offering of shares of the Funds. The Funds also reserve the right to
change the initial and subsequent investment minimums.
Voting Rights
Each issued and outstanding full and fractional share of a Fund is
entitled to one full and fractional vote in the Fund. Shares of a Fund
participate equally in regard to dividends, distributions and liquidations with
respect to that Fund subject to preferences (such as Rule 12b-1 distribution
fees), rights or privileges of any share class. Shareholders have equal
non-cumulative voting rights. Class N shares have exclusive voting rights with
respect to the distribution plan. On any matter submitted to a vote of
shareholders, shares of each Fund will vote separately except when a vote of
shareholders in the aggregate is required by law, or when the Trustees have
determined that the matter affects the interests of more than one Fund, in which
case the shareholders of all such Funds shall be entitled to vote thereon.
Shareholder Meetings
The Trustees of the Company do not intend to hold annual meetings of
shareholders of the Funds. The Trustees have undertaken to the SEC, however,
that they will promptly call a meeting for the purpose of voting upon the
question of removal of any Trustee when requested to do so by not less than 10%
of the outstanding shareholders of the Funds. In addition, subject to certain
conditions, shareholders of the Funds may apply to the Company to communicate
with other shareholders to request a shareholders' meeting to vote upon the
removal of a Trustee or Trustees.
Certain Provisions of Trust Instrument
Under Delaware law, the shareholders of the Funds will not be
personally liable for the obligations of any Fund; a shareholder is entitled to
the same limitation of personal liability extended to shareholders of
corporations. To guard against the risk that the Delaware law might not be
applied in other states, the Trust Instrument requires that every written
obligation of the Company or a Fund contain a statement that such obligation may
only be enforced against the assets of the Company or Fund and provides for
indemnification out of Company or Fund property of any shareholder nevertheless
held personally liable for Company or Fund obligations.
Expenses
Expenses attributable to the Company, but not to a particular Fund,
will be allocated to each Fund on the basis of relative net assets. Similarly,
expenses attributable to a particular Fund, but not to a particular class
thereof, will be allocated to each class on the basis of relative net assets.
General Company expenses may include but are not limited to: insurance premiums,
Trustee fees, expenses of maintaining the Company's legal existence, and fees of
industry organizations. General Fund expenses may include but are not limited
to: audit fees, brokerage commissions, registration of Fund shares with the SEC,
notification fees to the various state securities commissions, fees of the
Funds' Custodian, Administrator, Sub-Administrator and Transfer Agent or other
"service providers", costs of obtaining quotations of portfolio securities and
pricing of Fund shares.
Class-specific expenses relating to 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) will be borne solely
by shareholders of such class or classes. Other expense allocations which may
differ between classes, or which are determined by the Trustees to be class
specific, may include but are not limited to: printing and postage expenses
related to preparing and distributing required documents such as shareholder
reports, prospectuses and proxy statements to current shareholders of a specific
class, SEC registration fees and state "blue sky" fees incurred by a specific
class, litigation or other legal expenses relating to a specific class, expenses
incurred as a result of issues relating to a specific class and different
transfer agency fees attributable to a specific class.
Notwithstanding the foregoing, the Investment Advisers 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.
<PAGE>
Custodians
Bankers Trust Company ("Bankers Trust"), 16 Wall Street, New York,
New York 10005 serves as Custodian of the Company's assets, pursuant to a
Custodian Agreement, for the following Funds: Alleghany/Montag & Caldwell Growth
Fund, 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,
Alleghany/Chicago Trust Balanced Fund, Alleghany/Chicago Trust Bond Fund,
Alleghany/Chicago Trust Municipal Bond Fund and Alleghany/Chicago Trust Money
Market Fund.
State Street Bank and Trust Company ("State Street"), 801
Pennsylvania Avenue, Kansas City, Missouri 64105 serves as Custodian of the
Company's assets, pursuant to a Custodian Agreement, for Alleghany/Blairlogie
Emerging Markets Fund and Alleghany/Blairlogie International Developed Fund.
Under such Agreements, Bankers Trust and State Street each: (i)
maintains a separate account or accounts in the name of each Fund, (ii) holds
and transfers portfolio securities on account of each Fund, (iii) accepts
receipts and makes disbursements of money on behalf of each Fund, (iv) collects
and receives all income and other payments and distributions on account of each
Fund's securities and (v) makes periodic reports to the Board of Trustees
concerning each Fund's operations.
Transfer Agent
PFPC Inc., 4400 Computer Drive, Westborough, Massachusetts 01581
serves as Transfer Agent for the Company.
Reports to Shareholders
Shareholders will receive unaudited semi-annual reports describing the
Funds' investment operations and annual financial statements audited by the
Funds' independent certified public accountants. Inquiries regarding a Fund may
be directed to the Investment Adviser or the Administrator at 800 992-8151.
KPMG LLP, 303 E. Wacker Drive, Chicago, Illinois is the Company's
independent certified public accountants.
<PAGE>
A-1
APPENDIX A
Debt Ratings
Moody's Investors Service, Inc. describes classifications of corporate
bonds as follows:
"Aaa" - These bonds are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong
position of such issues.
"AA" - These bonds are judged to be of high quality by all standards.
Together with the "Aaa" group they comprise what are generally known as
highgrade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in "Aaa" securities or
fluctuation of protective elements may be of greater amplitude or there
may be other elements present which make the long-term risks appear
somewhat larger than in "Aaa" securities.
"A" - These bonds possess many favorable investment attributes and are to
be considered as upper medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
"Baa" - These bonds are considered as medium-grade obligations, i.e., they
are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics
as well.
"Ba" - These bonds are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.
"B" - These bonds generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.
"Caa" - These bonds are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or
interest.
"Ca" - These bonds represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked
shortcomings.
"C" - These bonds are the lowest-rated class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining
any real investment standing.
Moody's may modify a rating of "Aa", "A" or "Baa" by adding numerical modifiers
1, 2, 3 to show relative standing within these categories.
<PAGE>
A-2
Standard & Poor's Corporation describes classifications of corporate and
municipal debt as follows:
"AAA" - This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay interest
and repay principal.
"AA" - These bonds also qualify as high-quality debt obligations. Their
capacity to pay interest and repay principal is very strong and differs
from the "AAA" issues only in small degree.
"A" - These bonds have a strong capacity to pay interest and repay
principal, although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt
in higher rated categories.
"BBB" - These bonds are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for bonds in this category than for bonds
in the higher rated categories.
"BB", "B", "CCC", "CC", or "C" - These bonds are regarded as having
predominantly speculative characteristics with respect to the issuer's
capacity to pay interest and repay principal. "BB" indicates the
lowest degree of speculation and "C" the highest degree of
speculation. While such bonds will likely have some quality and
protective characteristics, these are outweighed by large
uncertainties or major exposures to adverse conditions. Debt rated
"BB" has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial or economic conditions which
could lead to inadequate capacity to meet timely interest and
principal payments. The "BB" rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied
"BBB-" rating. Debt rated "B" has a greater vulnerability to default
but currently has the capacity to meet interest payments and principal
repayments. Debt rated "CCC" has a currently identifiable
vulnerability to default and is dependent upon favorable business,
financial and economic conditions to meet timely payments of interest
and repayment of principal. The rating "CC" is typically applied to
debt subordinated to senior debt which is assigned an actual or
implied "CCC" rating. The rating "C" is typically applied to debt
subordinated to senior debt which is assigned an actual or implied
"CCC-" debt rating.
"CI" - This rating is reserved for income bonds on which no interest
is being paid.
"D" - Debt is in default and payment of interest and/or repayment of
principal is in arrears.
PLUS (+) OR MINUS (-) - The ratings from "AA" through "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within the major
rating categories.
<PAGE>
l:\shared\boslegal\clients\chicago\peas\2000\pea21\pea21all.doc
APPENDIX B
FINANCIAL STATEMENTS
for
Alleghany/Montag & Caldwell Growth Fund - Class N and
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 /Blairlogie
International Developed Fund - Class N and Class I
Alleghany/Blairlogie Emerging Markets Fund - Class N
and Class I Alleghany/Montag & Caldwell Balanced Fund
- Class N and Class I Alleghany/Chicago Trust
Balanced Fund Alleghany/Chicago Trust Bond Fund
Alleghany/Chicago Trust Municipal Bond Fund
Alleghany/Chicago Trust Money Market Fund
Fiscal Year Ended
October 31, 1999
ANNUAL REPORT TO SHAREHOLDERS
<PAGE>
PART C: OTHER INFORMATION
Item 23. Exhibits.
(a) Trust Instrument dated September 10, 1993 is incorporated by
reference to Post-Effective Amendment No. 8 to the
Registration Statement as filed via EDGAR on April 16, 1996.
(b) By-Laws are incorporated by reference to Exhibit No. 2 of
Post-Effective Amendment No. 7 to the Registration Statement
filed via EDGAR on February 22, 1996.
(c) Not applicable.
(d) Investment Advisory Agreements for CT&T Growth & Income Fund,
CT&T Intermediate Fixed Income Fund, CT&T Intermediate
Municipal Bond Fund and CT&T Money Market Fund with Chicago
Title and Trust Company, each dated November 30, 1993 are
incorporated by reference to Exhibit No. 5(a) of
Post-Effective Amendment No. 7 to the Registration Statement
as filed via EDGAR on February 22, 1996.
Investment Advisory Agreements for CT&T Talon Fund with
Chicago Title and Trust Company, and Montag & Caldwell Growth
Fund and Montag & Caldwell Balanced Fund with Montag &
Caldwell, Inc., each dated August 27, 1994 are incorporated by
reference to Exhibit No. 5(a) of Post-Effective Amendment No.
7 to the Registration Statement as filed via EDGAR on February
22, 1996.
Investment Advisory Agreement for CT&T Balanced Fund (formerly
known as "CT&T Asset Allocation Fund") with Chicago Title and
Trust Company, dated March 15, 1995 is incorporated by
reference to Exhibit No. 5(a) of Post-Effective Amendment No.
7 to the Registration Statement as filed via EDGAR on February
22, 1996.
Amendments to Investment Advisory Agreements for each Series,
each dated December 21, 1995, reflecting name changes of
Series and Advisor are incorporated by reference to Exhibit
No. 5(a) of Post-Effective Amendment No. 7 to the Registration
Statement as filed via EDGAR on February 22, 1996.
Amendments to Investment Advisory Agreements for Montag &
Caldwell Growth Fund and Montag & Caldwell Balanced Fund, each
dated December 21, 1995 are incorporated by reference to
Exhibit No. 5(a) of Post-Effective Amendment No. 8 to the
Registration Statement as filed via EDGAR on April 16, 1996.
Investment Advisory Agreement for Alleghany/Chicago Trust
Small Cap Value Fund with Chicago Title and Trust Company
dated September 17, 1998 is incorporated by reference to
Exhibit (d) of Post-Effective Amendment No. 15 to the
Registration Statement as filed via EDGAR on March 1, 1999.
Investment Advisory Agreement for Alleghany/Veredus Aggressive
Growth Fund with Veredus Asset Management LLC, dated September
17, 1998 is incorporated by reference to Exhibit (d) of
Post-Effective Amendment No. 15 to the Registration Statement
as filed via EDGAR on March 1, 1999.
Investment Advisory Agreement for Alleghany/Blairlogie
Emerging Markets Fund with Blairlogie Capital Management,
dated September 17, 1998 is incorporated by reference to
Exhibit (d) of Post-Effective Amendment No. 15 to the
Registration Statement as filed via EDGAR on March 1, 1999.
Investment Advisory Agreement for Alleghany/Blairlogie
International Developed Fund with Blairlogie Capital
Management, dated September 17, 1998 is incorporated by
reference to Exhibit (d) of Post-Effective Amendment No. 15 to
the Registration Statement as filed via EDGAR on March 1,
1999.
Amended and Restated Sub-Investment Advisory Agreement for CT&T Talon
Fund with Talon Asset Management, Inc., dated December 21, 1995 is
incorporated by reference to Exhibit No. 5(b) of Post-Effective
Amendment No. 9 to the Registration Statement as filed via EDGAR on
February 27, 1997.
Investment Advisory Assignment dated October 30, 1995, between
and among Chicago Title and Trust Company, The Chicago Trust
Company and CT&T Funds is incorporated by reference to Exhibit
No. 5(d) of Post-Effective Amendment No. 7 to the Registration
Statement as filed via EDGAR on February 22, 1996.
Investment Advisory Agreement for Alleghany/Veredus SciTech
Fund with Veredus Asset Management LLC will be filed by
amendment.
(e) Distribution Agreement between Alleghany Funds and Provident
Distributors, Inc., dated September 16, 1999 is incorporated
by reference to Exhibit (e) of Post-Effective Amendment No. 19
to the Registration Statement as filed via EDGAR on February
15, 2000.
Amendment No. 1 to the Distribution Agreement will be filed
by amendment.
(f) Not Applicable.
(g) Custodian Agreement between Bankers Trust Company and CT&T
Funds, dated June 1, 1997 is incorporated by reference to
Exhibit No. 8(a) of Post-Effective Amendment No. 10 to the
Registration Statement as filed via EDGAR on February 27,
1998.
Form of Amendment to Custodian Agreement between Alleghany
Funds and Bankers Trust Company, dated September 17, 1998 is
incorporated by reference to Exhibit (g) of Post-Effective
Amendment No. 14 to the Registration Statement as filed via
EDGAR on December 31, 1998.
Amendment No. 1 to the Custodian Agreement will be filed
by amendment.
(h) Transfer Agency and Services Agreement between CT&T Funds and
First Data Investor Services Group, Inc., dated June 1, 1997
is incorporated by reference to Exhibit No. 9(a) of
Post-Effective Amendment No. 10 to the Registration Statement
as filed via EDGAR on February 27, 1998.
Amendment to Transfer Agency and Services Agreement between
Alleghany Funds and First Data Investor Services Group, Inc.,
dated September 17, 1998 is incorporated by reference to
Exhibit (h) of Post-Effective Amendment No. 15 to the
Registration Statement as filed via EDGAR on March 1, 1999.
New Transfer Agency Services Agreement will be filed
by amendment.
Administration Agreement between Alleghany Funds and Alleghany
Investment Services Inc., dated June 17, 1999, is incorporated
by reference to Exhibit (h) of Post-Effective Amendment No. 17
to the Registration Statement as filed via EDGAR on June 28,
1999.
Amendment No. 1 to the Administration Agreement will be filed
by amendment.
Sub-Administration Agreement between First Data Investor Services
Group, Inc. and The Chicago Trust Company, dated June 1, 1997 is
incorporated by reference to Exhibit No. 9(c) of Post-Effective
Amendment No. 10 to the Registration Statement as filed via EDGAR on
February 27, 1998.
Amendment to Sub-Administration Agreement between Alleghany
Funds and First Data Investor Services Group, Inc., dated
September 17, 1998 is incorporated by reference to Exhibit (h)
of Post-Effective Amendment No. 15 to the Registration
Statement as filed via EDGAR on March 1, 1999.
Amendment to Sub-Administration Agreement between Alleghany
Funds and First Data Investor Services Group, Inc., dated
September 16, 1999 is incorporated by reference to Exhibit (h)
of Post-Effective Amendment No. 19 to the Registration
Statement as filed via EDGAR on February 15, 2000.
New Sub-Administration and Accounting Services Agreement will
be filed by amendment.
Amended and Restated Guaranty Agreement dated December 23,
1996, between Chicago Title and Trust Company and CT&T Funds
is incorporated by reference to Exhibit (c) of Post-Effective
Amendment No. 10 to the Registration Statement as filed via
EDGAR on February 27, 1998.
Master Services Agreement dated October 30, 1995, between
Chicago Title and Trust Company and certain of its
subsidiaries is incorporated by reference to Exhibit (e) of
Post-Effective Amendment No. 7 to the Registration Statement
as filed via EDGAR on February 22, 1996.
(i) Not applicable.
(j) Not applicable.
(k) Not applicable.
(l) Not applicable.
(m) Amended and Restated Distribution and Services Plan pursuant
to Rule 12b-1 dated June 1, 1997 as amended on September 17,
1998 is incorporated by reference to Exhibit (m) of
Post-Effective Amendment No. 15 to the Registration Statement
as filed via EDGAR on March 1, 1999.
Amended Schedule A to the Amended and Restated Distribution
and Services Plan pursuant to Rule 12b-1 is filed herewith.
(n) Not applicable.
(o) Amended Multiple Class Plan pursuant to Rule 18f-3, dated
March 18, 1999, is incorporated by reference to Exhibit (m) of
Post-Effective Amendment No. 16 to the Registration Statement
as filed via EDGAR on April 30, 1999.
Amended Multiple Class Plan pursuant to Rule 18f-3, dated June
17, 1999, is incorporated by reference to Exhibit (o) of
Post-Effective Amendment No. 17 to the Registration Statement
as filed via EDGAR on June 28, 1999.
Schedule A of Amended Multiple Class Plan pursuant to Rule
18f-3, dated June 17, 1999, as amended December 16, 1999, is
incorporated by reference to Exhibit (o) of Post-Effective
Amendment No. 19 to the Registration Statement as filed via
EDGAR on February 15, 2000.
(p) Codes of Ethics of Registrant and Advisers are filed herewith.
. Item 24. Persons Controlled by or Under Common Control with Registrant.
None.
Item 25. Indemnification.
Section 10.2 of the Registrant's Trust Instrument provides as
follows:
10.2 Indemnification. The Trust shall indemnify each of its
Trustees against all liabilities and expenses (including amounts
paid in satisfaction of judgments, in compromise, as fines and
penalties, and as counsel fees) reasonably incurred by him in
connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, in which he may be
involved or with which he may be threatened, while as a Trustee or
thereafter, by reason of his being or having been such a Trustee
except with respect to any matter as to which he shall have been
adjudicated to have acted in bad faith, willful misfeasance, gross
negligence or reckless disregard of his duties, provided that as
to any matter disposed of by a compromise payment by such person,
pursuant to a consent decree or otherwise, no indemnification
either for said payment or for any other expenses shall be
provided unless the Trust shall have received a written opinion
from independent legal counsel approved by the Trustees to the
effect that if either the matter of willful misfeasance, gross
negligence or reckless disregard of duty, or the matter of bad
faith had been adjudicated, it would in the opinion of such
counsel have been adjudicated in favor of such person. The rights
accruing to any person under these provisions shall not exclude
any other right to which he may be lawfully entitled, provided
that no person may satisfy any right of indemnity or reimbursement
hereunder except out of the property of the Trust. The Trustees
may make advance payments in connection with the indemnification
under this Section 10.2, provided that the indemnified person
shall have given a written undertaking to reimburse the Trust in
the event it is subsequently determined that he is not entitled to
such indemnification.
The Trust shall indemnify officers, and shall have the power to
indemnify representatives and employees of the Trust, to the same
extent that Trustees are entitled to indemnification pursuant to
this Section 10.2.
Insofar as indemnification for liability arising under the 1933
Act may be permitted to trustees, officers and controlling persons
of Registrant pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in that Act
and is, therefore, enforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by Registrant of expenses incurred or paid by a trustee, officer
or controlling person of Registrant in the successful defense of
any action, suit or proceeding) is asserted by such trustee,
officer or controlling person in connection with the securities
being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed
in that Act and will be governed by the final adjudication of such
issue.
Section 10.3 of the Registrant's Trust Instrument, also provides
for the indemnification of shareholders of the Registrant. Section
10.3 states as follows:
10.3 Shareholders. In case any Shareholder or former Shareholder
of any Series shall be held to be personally liable solely by
reason of his being or having been a shareholder of such Series
and not because of his acts or omissions or for some other reason,
the Shareholder or former Shareholder (or his heirs, executors,
administrators or other legal representatives or, in the case of a
corporation or other entity, its corporate or other general
successor) shall be entitled out of the assets belonging to the
applicable Series to be held harmless from and indemnified against
all loss and expense arising from such liability. The Trust, on
behalf of the affected Series, shall, upon request by the
Shareholder, assume the defense of any claim made against the
Shareholder for any act or obligation of the Trust and satisfy any
judgment thereon from the assets of the Series.
In addition, the Registrant currently has a trustees' and
officers' liability policy covering certain types of errors and
omissions.
Item 26. Business and Other Connections of Advisers and Sub-Adviser.
The Chicago Trust Company conducts a general financial services
business in four areas. The institutional investment management
group manages equity and fixed income institutional assets in
excess of $6.0 billion, primarily in employee benefit plans,
foundation accounts and insurance company accounts. The employee
benefits services group offers profit sharing plans, matching
savings plans, money purchase pensions and consulting services,
and has become one of the leading providers of 401 (k) salary
deferral plans to mid-sized companies. The personal trust and
investment services group provides investment management and trust
and estate planning primarily for accounts in the $500,000 to $10
million range. The real estate trust services group provides the
means whereby real estate can be conveyed to a trustee while
reserving to the beneficiaries the full management and control of
the property. This group also facilitates tax-deferred exchanges
of income-producing real property.
Montag & Caldwell, Inc.'s ("Montag & Caldwell") sole business is
managing assets primarily for employee benefit, endowment,
charitable, and other institutional clients, as well as high net
worth individuals.
At Talon Asset Management ("Talon"), Mr. Terry Diamond is Chairman
and a Director, Mr. Alan R. Wilson is President and a Director,
and Barbara Rumminger, Secretary, are, respectively, Chairman and
a Director, President and a Director, and Secretary of Talon
Securities, Inc., One North Franklin Street, Chicago, Illinois, a
registered broker dealer. Mr. Diamond is also a director of Amli
Realty Company, 125 South Wacker Drive, Chicago Illinois, a
private real estate investment company.
Alleghany Asset Management holds a 40% minority interest in
Veredus Asset Management LLC ("Veredus"), with certain options
over the next [eight] years to acquire up to a 70% interest.
Blairlogie Capital Management ("Blairlogie") is an indirect,
wholly-owned subsidiary of Alleghany Corporation.
The directors and officers of the Trust's Investment Advisers and
Sub-Investment Adviser are set forth below. To the knowledge of
the Registrant, unless so noted, none of these individuals is or
has been at any time during the past two fiscal years engaged in
any other business, profession, vocation or employment of a
substantial nature.
<TABLE>
<CAPTION>
THE CHICAGO TRUST COMPANY
<S> <C> <C> <C>
-------------------- ---------------- ----------------------------------------------------------
NAME TITLE/ OTHER BUSINESS
POSITION
-------------------- ---------------- ----------------------------------------------------------
-------------------- ---------------- ----------------------------------------------------------
Stuart D. Bilton Director
President, Alleghany
Asset Management,
Inc.; President and
Chief Executive
Officer, The Chicago
Trust Co.; Director,
Veredus Asset
Management LLC.;
Director, Montag &
Caldwell, Inc.
-------------------- ---------------- ----------------------------------------------------------
-------------------- ---------------- ----------------------------------------------------------
Edward S. Bottum Director
Managing Director,
Chase Franklin Corp.;
Director, Alleghany
Asset Management,
Inc.; Corporate
Director, Kellwood
Corp.; Chairman,
Learning Insights
L.L.C.; Trustee,
Pacific Innovations
Funds; Director,
PetMed Express.com,
Inc.; Trustee,
Underwriters
Laboratories, Inc.;
Senior Advisor,
American International
Group.
-------------------- ---------------- ----------------------------------------------------------
-------------------- ---------------- ----------------------------------------------------------
Ronald E. Canakaris Director Director, Alleghany Asset Management, Inc.; Director,
Montag & Caldwell, Inc.
-------------------- ---------------- ----------------------------------------------------------
-------------------- ---------------- ----------------------------------------------------------
David B. Cuming Director Senior Vice President and Chief Financial Officer,
Alleghany Corp.; Director, Alleghany Asset Management,
Inc.; Director, Montag & Caldwell, Inc.
-------------------- ---------------- ----------------------------------------------------------
-------------------- ---------------- ----------------------------------------------------------
Robert M. Hart Director
Senior Vice President,
General Counsel and
Secretary, Alleghany
Corp.; Director,
Alleghany Properties,
Inc.; Director,
Sacramento Properties
Holdings, Inc.;
Director, Alleghany
Asset Management,
Inc.; Director, Venton
Underwriting Agencies
Ltd.
-------------------- ---------------- ----------------------------------------------------------
<PAGE>
-------------------- ---------------- ----------------------------------------------------------
Jefferson W. Kirby Director Vice President, Alleghany Corp.; Director, Alleghany
Asset Management, Inc.; Director, Connecticut Surety
Corp.; Director, Covenant Insurance Group; Director,
Eldorado Bancshares, Inc.; Director, Sentius Corp.;
Board Member, The F.M. Kirby Foundation, Inc.; Board
Member, Lafayette College; Board Member, The National
Football Foundation; Board Member, The Peck School;
Director, Veredus Asset Management LLC.
-------------------- ---------------- ----------------------------------------------------------
-------------------- ---------------- ----------------------------------------------------------
Solon P. Patterson Director
Director, Alleghany
Asset Management,
Inc.; Director and
Chairman, Montag and
Caldwell, Inc.;
Director, The Georgia
Chamber of Commerce;
Board Member of
Governors of the
Investment Counsel
Association of
America.
-------------------- ---------------- ----------------------------------------------------------
-------------------- ---------------- ----------------------------------------------------------
Robert E. Riley Director President and Chief Executive Officer, Joseph P. Kennedy
Enterprises, Inc.; Director, John F. Kennedy Library
Foundation; Director, Alleghany Asset Management, Inc.;
Associate Trustee, Holy Cross College; Overseer, Beth
Israel Deaconess Medical Center; Overseer, Tufts Medical
School.
-------------------- ---------------- ----------------------------------------------------------
-------------------- ---------------- ----------------------------------------------------------
Richard P. Toft Director Director and Chairman, Chicago Title Corp.; Director,
Chairman and Chief Executive Officer, Alleghany Asset
Management, Inc.; Director, Peoples Energy Corp.
-------------------- ---------------- ----------------------------------------------------------
------------------------------------------------------------------------------------------------
The Chicago Trust Company Elected Officers
------------------------------------------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Hubert A. Adams Senior Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Kenneth C. Anderson Senior Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Mark D. Berman Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Stuart D. Bilton Director / President & Chief Executive Officer
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Mary Cunningham-Watson Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Gerald F. Dillenburg Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Richard S. Drake Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Jonathan J. Dunlap Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Frederick W. Engimann Senior Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Patricia A. Falkowski Senior Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Joan M. Giardina Senior Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Kathleen M. Jackson Senior Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Daniel R. Joyce Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Michael J. Lambert Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
David E. Llewellyn Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Thomas J. Marthaler Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Roger A. Meier Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Mark A. Metz Senior Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Bernard F. Myszkowski Senior Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Seymour A. Newman Senior Vice President, Treasurer and Chief Financial
Officer
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
David L. Nyberg Secretary, Assistant Trust Counsel
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
William J. Pappas Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Lois A. Pasquale Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
B. Wyckliffe Pattishall, Jr. Executive Vice President & Chief Operating Officer
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Jeanne D. Reder Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Alan B. Shidler Senior Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Carla V. Straeten Senior Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Robert F. Stuark Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
George W. Vander Vennett Senior Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Barbara E. Weber Vice President & Director of Human Resources
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Naomi B. Weitzel Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Angela L. Williams Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Terry L. Zirkle Senior Vice President
----------------------------------- ------------------------------------------------------------
</TABLE>
MONTAG & CALDWELL, INC.
Montag & Caldwell is a registered investment adviser providing
investment management services to the Registrant.
The information required by this Item 26 with respect to any
other business, profession, vocation or employment of a
substantial nature engaged in by directors and officers of the
Montag & Caldwell during the past two years is incorporated by
reference to Form ADV filed by Montag & Caldwell pursuant to
the Investment Advisers Act of 1940 (SEC File No. 801-15398).
<TABLE>
<CAPTION>
<S> <C> <C>
----------------------------------- ------------------------------------------------------------
Jane M. Angolia Assistant Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Sandra M. Barker Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Stuart D. Bilton Director
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Janet B. Bunch Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Debra Bunde Comsudes Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Ronald E. Canakaris President, Chief Executive Officer, Chief Investment
Officer and Director
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Elizabeth C. Chester Senior Vice President and Secretary
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
David B. Cuming Director
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Jane R. Davenport Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
James L. Deming Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Helen M. Donahue Assistant Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Marcia C. Dubs Assistant Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Brion D. Friedman Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Charles Jefferson Hagood Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Richard W. Haining Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Mark C. Hayes Assistant Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Lana M. Jordan Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Rebecca M. Keister Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Charles E. Markwalter Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Grover C. Maxwell, III Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Michael A. Nadal Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Solon P. Patterson Chairman of the Board
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Carla T. Phillips Assistant Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
David F. Seng Director
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Brian W. Stahl Vice President and Treasurer
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
M. Scott Thompson Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Debbie J. Thomas Assistant Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
David L. Watson Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
William A. Vogel Senior Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Homer W. Whitman, Jr. Senior Vice President
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
John S. Whitney, III Vice President
----------------------------------- ------------------------------------------------------------
</TABLE>
VEREDUS ASSET MANAGEMENT LLC
Veredus is a registered investment adviser providing
investment management services to the Registrant.
The information required by this Item 26 with respect to any
other business, profession, vocation or employment of a
substantial nature engaged in by directors and officers of the
Veredus during the past two years is incorporated by reference
to Form ADV filed by Veredus pursuant to the Investment
Advisers Act of 1940 (SEC File No. 801-55565).
<TABLE>
<CAPTION>
<S> <C> <C>
----------------------------------- ------------------------------------------------------------
Stuart D. Bilton Director
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
James R. Jenkins Director, Vice President and Chief Operating Officer
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Jefferson W. Kirby Director
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Charles P. McCurdy, Jr. Director; Executive Vice President and Portfolio Manager
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
Charles F. Mercer, Jr. Vice President and Director of Research
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
John S. Poole Vice President of Business Development
----------------------------------- ------------------------------------------------------------
----------------------------------- ------------------------------------------------------------
B. Anthony Weber Director, President and Chief Investment Officer
----------------------------------- ------------------------------------------------------------
</TABLE>
BLAIRLOGIE CAPITAL MANAGEMENT
Blairlogie is a registered investment adviser providing
investment management services to the Registrant.
The information required by this Item 26 with respect to any
other business, profession, vocation or employment of a
substantial nature engaged in by directors and officers of the
Blairlogie during the past two years is incorporated by
reference to Form ADV filed by Blairlogie pursuant to the
Investment Advisers Act of 1940 (SEC File No. 801-48185).
----------------------------------- ------------------------
Gavin Dobson Chief Executive Officer
----------------------------------- ------------------------
----------------------------------- ------------------------
James Smith Chief Investment Officer
----------------------------------- ------------------------
TALON ASSET MANAGEMENT, INC.
Talon is a registered investment adviser providing investment
management services to the Registrant.
The information required by this Item 26 with respect to any
other business, profession, vocation or employment of a
substantial nature engaged in by directors and officers of the
Talon during the past two years is incorporated by reference
to Form ADV filed by Talon pursuant to the Investment Advisers
Act of 1940 (SEC File No. 801-2175).
----------------------------------- ------------------------
Terry D. Diamond Chairman and Director
----------------------------------- -----------------------
----------------------------------- -----------------------
Sophia A. Erskine Corporate Secretary
----------------------------------- -----------------------
----------------------------------- ----------------------
Bernard H. Kailin Vice President
----------------------------------- ------------------------
----------------------------------- ------------------------
Barbara L. Rumminger Secretary
----------------------------------- ----------------------
----------------------------------- ------------------------
Alan R. Wilson President and Director
----------------------------------- -----------------------
Item 27. Principal Underwriters.
(a) Provident Distributors, Inc. (the "Distributor") acts as
distributor for Alleghany Funds pursuant to a distribution
agreement dated December 1, 1999. The Distributor act as
principal underwriter for the following investment companies
as of 12/1/99: International Dollar Reserve Fund I, Ltd.,
Provident Institutional Funds Trust, Pacific Innovations
Trust, Columbia Common Stock Fund, Inc., Columbia Growth Fund,
Inc., Columbia International Stock Fund, Inc., Columbia
Special Fund, Inc., Columbia Small Cap Fund, Inc., Columbia
Real Estate Equity Fund, Inc., Columbia Balanced Fund, Inc.,
Columbia Daily Income Company, Columbia U.S. Government
Securities Fund, Inc., Columbia Fixed Income Securities Fund,
Inc., Columbia Municipal Bond Fund, Inc., Columbia High Yield
Fund, Inc., Columbia National Municipal Bond Fund, Inc., GAMNA
Series Funds, Inc., WT Investment Trust, Kalmar Pooled
Investment Trust, The RBB Fund, Inc., Robertson Stephens
Investment Trust, HT Insight Funds, Inc., Harris Insight Funds
Trust, Hilliard-Lyons Government Fund, Inc., Hilliard-Lyons
Growth Fund, Inc., Hilliard-Lyons Research Trust, Senbanc
Fund, ABN AMRO Funds, BT Insurance Funds Trust, Alleghany
Funds, First Choice Funds Trust, LKCM Funds, The Galaxy Fund,
The Galaxy VIP Fund, Galaxy Fund II, IBJ Funds Trust, Panorama
Trust, Undiscovered Managers Fund, New Covenant Funds, Forward
Funds, Inc., Northern Institutional Funds, Light Index Funds,
Inc. Weiss Peck & Greer Funds Trust, Weiss Peck & Greer
International Fund, WPG Growth Fund, WPG Growth & Income Fund,
WPG Tudor Fund, RWB/WPG U..S. Large Stock Fund, Tomorrow Funds
Retirement Trust, The Govett Funds, Inc., IAA Trust Growth
Fund, Inc., IAA Trust Asset Allocation Fund, Inc., IAA Trust
Tax Exempt Bond Fund, Inc., IAA Trust Taxable Fixed Income
Series Fund, Inc., Matthews International Funds, MCM Funds,
Metropolitan West Funds, Smith Breeden Series Fund, Smith
Breeden Trust, Stratton Growth Fund, Inc., Stratton Monthly
Dividend REIT Shares, Inc., The Stratton Funds, Inc., Trainer,
Wortham First Mutual Funds and The BlackRock Funds, Inc.
(Distributed by BlackRock Distributors, Inc. a wholly owned
subsidiary of Provident Distributors, Inc.), Northern Funds
Trust (Distributed by Northern Funds Distributors, LLC. a
wholly owned subsidiary of Provident Distributors, Inc.) and
The Offit Variable Insurance Fund, Inc. (Distributed by Offit
Funds Distributor, Inc. a wholly owned subsidiary of Provident
Distributors, Inc. Provident Distributors, Inc. is registered
with the Securities and Exchange Commission as a broker-dealer
and is a member of the National Association of Securities
Dealers. Provident Distributors, Inc. is located at Four Falls
Corporate Center, Suite 600, West Conshohocken, Pennsylvania
19428-2961.
(b) The information required by this Item 27(b) with respect to
each director, officer or partner of Provident Distributors,
Inc. ("PDI") is incorporated by reference to Schedule A of
Form BD filed by PDI with the SEC pursuant to the Securities
Act of 1934 (File No. 8-46564). No director, officer, or
partner of PDI holds a position or office with the Registrant.
(c) Not Applicable.
Item 28. Location of Accounts and Records.
All records described in Section 31(a) of the 1940 Act and the
Rules 17 CFR 270.31a-1 to 31a-31 promulgated thereunder, are
maintained by the Fund's Investment Advisers as listed below,
except for those maintained by each Fund's Custodian, Bankers
Trust Company, 16 Wall Street, New York, New York 10005 and
Investors Fiduciary Trust Company, 801 Pennsylvania, Kansas City,
MO 64105, and the Fund's Sub-Administrator, Transfer, Redemption,
Dividend Disbursing and Accounting Agent, PFPC Inc., 101 Federal
Street, Boston, MA 02110.
The Chicago Trust Company
171 North Clark Street
Chicago, IL 60601
Montag & Caldwell, Inc.
3343 Peachtree Road, N.E.
Atlanta, GA 30326
Veredus Asset Management LLC
6900 Bowling Blvd., Suite 250
Louisville, KY 40207
Blairlogie Capital Management
4th Floor, 125 Princes Street
Edinburgh EH2 4AD, Scotland
Talon Asset Management, Inc.
One North Franklin
Chicago, IL 60606
Item 29. Management Services.
Not Applicable.
Item 30. Undertakings.
Not Applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant certifies that it has duly
caused this Post-Effective Amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Chicago, the State of Illinois on the 14th day of April, 2000.
ALLEGHANY FUNDS
By: KENNETH C. ANDERSON
Kenneth C. Anderson, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement of Alleghany Funds has been signed below by the following person in
his or her capacity on the 14th day of April, 2000.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Capacity
/s/ STUART D. BILTON Chairman, Board of Trustees 4/14/00
Stuart D. Bilton
/s/ NATHAN SHAPIRO Trustee 4/14/00
Nathan Shapiro
/s/ GREGORY T. MUTZ Trustee 4/14/00
Gregory T. Mutz
/s/ LEONARD F. AMARI Trustee 4/14/00
Leonard F. Amari
/s/ DOROTHEA C. GILLIAM Trustee 4/14/00
Dorothea C. Gilliam
/s/ ROBERT A. KUSHNER Trustee 4/14/00
Robert A. Kushner
/s/ ROBERT B. SCHERER Trustee 4/14/00
Robert B. Scherer
/s/ DENIS SPRINGER Trustee 4/14/00
Denis Springer
/s/ KENNETH C. ANDERSON President 4/14/00
Kenneth C. Anderson (Principal Executive Officer)
/s/ GERALD F. DILLENBURG Secretary, Treasurer and Vice 4/14/00
Gerald F. Dillenburg President (Principal Accounting
& Financial Officer)
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(m) Amended Schedule A to the Amended
and Restated Distribution and
Services Plan pursuant to 12b-1
(p) Codes of Ethics of Registrant and
Advisers (1) Alleghany Funds/The
Chicago Trust Company (2) Veredus
Asset Management LLC (3) Blairlogie
Capital Management (4) Talon Asset
Management, Inc. (5) Montag &
Caldwell, Inc.
Exhibit (m)
SCHEDULE "A"
AMENDED AND RESTATED DISTRIBUTION AND SERVICES PLAN (12b-1)
OF ALLEGHANY FUNDS
Below are listed the Trust's separate series of shares under which this Amended
and Restated Distribution and Services Plan is to be performed as of the date
hereof.
ALLEGHANY FUNDS
Alleghany/Chicago Trust Growth & Income Fund
Alleghany/Chicago Trust Balanced Fund (formerly known
as Chicago Trust Asset Allocation Fund)
Alleghany/Chicago Trust Bond Fund Alleghany/Chicago
Trust Municipal Bond Fund Alleghany/Chicago Trust
Talon Fund Alleghany/Montag & Caldwell Growth Fund
Alleghany/Montag & Caldwell Balanced Fund
Alleghany/Chicago Trust SmallCap Value Fund
Alleghany/Veredus Aggressive Growth Fund
Alleghany/Blairlogie Emerging Markets Fund
Alleghany/Blairlogie International Developed Fund
Alleghany/Veredus SciTech Fund
This Schedule "A" may be amended from time to time upon approval of the Board of
Trustees of the Trust including a majority of the disinterested Trustees and by
vote of a majority of the outstanding shares of beneficial interest effected.
As amended: September 17, 1998
As amended: March 16, 2000
Exhibit (p)1
CODE OF ETHICS
This Code of Ethics of Alleghany Funds (the "Fund") is adopted on December 8,
1994 and as amended on June 20, 1997, pursuant to the requirements of Rule 17j-1
under the Investment Company Act of 1940, as amended, and shall apply to each
series of shares of the Fund ("Portfolio"). Each reference to "Fund" in the Code
of Ethics shall be deemed to apply to each of the existing and all future
Portfolios of the Fund, in addition to the Fund itself.
1. General Principles.
All Access Persons:
(a) shall place first at all times their duty to the interests of the
shareholders;
(b) shall conduct all personal securities transactions consistent with
the code of ethics and in such a manner as to avoid any actual or
potential conflict of interest or any abuse of an individual's
position of trust and responsibility;
(c) shall not take inappropriate advantage of their positions.
2. Prohibitions.
No Access Person of the Fund:
(a) In connection with the purchase or sale by such persons of a
security held or to be acquired by the Fund:
(i) shall employ any device, scheme or artifice to defraud the
Fund;
(ii) make to the Fund any untrue statement of a material fact or
to omit to state to the Fund a material fact necessary in
order to make the statements made, in light of the
circumstances under which they are made, not misleading;
(iii) engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon the
Fund; or
(iv) engage in any manipulative practice with respect to the Fund.
(b) Shall purchase or sell, directly or indirectly, any security in
which he/she has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership and which to his/her
actual knowledge at the time of such purchase or sale:
(i) is being considered for purchase or sale by the Fund; or
(ii) is then being purchased or sold by the Fund.
<PAGE>
3. Restrictions.
(a) Express prior approval from the Chairman of Alleghany Funds of any
securities acquisition of Initial Public Offerings by an Access
Person is required. In the case of the Chairman, prior approval is
to be given by Alleghany Asset Management's Chief Financial
Officer.
(b) In connection with the acquisition of securities by Access Person in
a Private Placement:
(i) express prior approval from the Chairman of Alleghany Funds
must be granted. In the case of the Chairman, prior approval
is to be given by Alleghany Asset Management's Chief
Financial Officer.
(ii) Access Personnel who have been authorized to acquire
securities in a private placement shall be required to
disclose that investment when they play a part in the Fund's
subsequent consideration of an investment in the issuer.
(iii) in such circumstances, the Fund's decision to purchase
securities of the issuer shall be subject to an independent
review by the Fund's investment personnel with no personal
interest in the issuer.
(c) An Access Person shall not:
(i) buy or sell a security within at least seven calendar days
before and after the Fund trades in that security;
(ii) profit in the purchase and sale, or sale and purchase of the
same (or equivalent) securities within 60 calendar days,
exceptions only approved on a case by case basis by the
Chairman of Alleghany Funds. In the case of the Chairman,
approval is to be given by Alleghany Asset Management's
Chief Financial Officer.
(iii) receive any gift or other thing of more than de minimis
value from any person or entity that does business with or
on behalf of the Fund.
(iv) serve on the board of directors of publicly traded
companies, absent prior authorization based upon a
determination that the board of directors service will be
consistent with interests of the Fund and its shareholders.
If board service is authorized, such persons will be
isolated from those making investment decisions through the
use of "Chinese Wall" or other procedures designed to
address the potential conflicts of interest or misuse of
information.
<PAGE>
4. Exempted Transactions.
The prohibitions of section 2 and the restrictions of section 3 of this
code shall not apply to:
(a) Purchases or sales which are non-volitional on the part of either
the Access Person or the Fund. Includes purchases and sales
effected in any account over which the Access Person has no direct
or indirect influence or control or in any account of the Access
Person which is managed on a discretionary basis by a person other
than the Access Person and with respect to which such Access
Person does not in fact influence or control.
(b) Purchases which are dividend reinvestments as part of an automatic
dividend reinvestment plan.
(c) Purchases effected upon the exercise of rights issued by an issuer
pro rata to all holders of a class of its securities, to the
extent such rights were acquired from such issuer, and sales of
such rights so acquired.
5. Procedural Matters.
(a) The Compliance Officer of the Fund shall:
(i) Furnish a copy of this Code to each Access Person of the
Fund annually so all Access Persons may certify that they
have read and understood said Code of Ethics and recognize
they are subject thereto.
(ii) Notify each such Access Person of his/her obligation to
certify annually that he/she has complied with the
requirements of this Code of Ethics.
(iii) Notify each Access Person of his/her obligation to file
reports as provided by Section 6 of this Code.
(iv) Report to the Board of Trustees the facts contained in any
reports filed with the Secretary pursuant to section 6 of
this Code when any such report indicates that an Access
Person engaged in a transaction in a security held or to be
acquired by the Fund.
(v) Maintain the records required by paragraph (d) of Rule 17j-1.
6. Reporting.
(a) Every Access Person shall disclose to the Compliance Officer of
the Fund all personal securities holdings upon commencement of
employment and thereafter on an annual basis. Each Access Person
will be required to sign an annual statement attesting to the
accuracy of the information provided.
(b) Every Access Person shall report to and receive approval from the
head or appropriate trader, prior to their execution, personal
securities transactions with respect to any security in which such
Access Person has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership in the security; provided,
however, that an Access Person shall not be required make such a
report with respect to exempted transactions defined in Section 4.
(c) Every Access Person shall report to the Fund the information
described in Section 6(e) of this Code with respect to
transactions in any security in which such Access Person has, or
by reason of such transaction acquires, any direct or indirect
beneficial ownership in the security, including those transactions
defined in Section 4; provided, however, that an Access Person
shall not be required to make a report with respect to
transactions effected for any account over which such person does
not have any direct or indirect influence or control.
(d) The following access persons will be exempted from the
restrictions described in Section 3 and the reporting requirements in
Section 6: trustees and officers of the Fund unless employed by the
investment advisors, and employees of investment advisers other than
The Chicago Trust Company if they are in compliance with a separate
code of ethics. These persons need only report a transaction in a
security if such person, at the time of that transaction, knew or, in
the ordinary course of fulfilling his/her regular duties, should have
known that, during the seven-day period immediately preceding and
after the date of the transaction, such security was purchased or sold
by the Fund or was being considered for purchase or sale by its
investment adviser.
(e) Every report shall be made to the Compliance Officer of the Fund
not later than 10 days after the end of the calendar quarter in
which the transaction to which the report relates was effected,
and shall contain the following information:
(i) the date of the transaction, the title and number of shares,
and the principal amount of each security involved;
(ii) the nature of the transaction (i.e., purchase, sale or other
type of acquisition or disposition);
(iii) the price at which the transaction was effected; and
(iv) the name of the broker, dealer or bank with or through whom
the transaction was effected.
(f) Any such report may contain a statement that the report shall not
be construed as an admission by the person making such report that
he has any direct or indirect beneficial ownership in the security
to which the report relates.
(g) No report shall be required under this Code of Ethics where such
report would duplicate information recorded pursuant to Rule
204-2(a)(12) or Rule 201-2(a)(13) under the Investment Advisers
Act of 1940.
7. Violations.
All violations of the Code will be reported to the Fund's Board on a
quarterly basis. Upon being apprised of facts which indicate that a
violation of this Code may have occurred, the Board of Trustees of the
Fund shall determine whether, in their judgment, the conduct being
considered did in fact violate the provisions of this Code. If the Board
of Trustees determines that a violation of the Code has occurred, the
Board may impose such sanctions as it deems appropriate in the
circumstances (including, without limitation, the disgorgement of any
profit). If the person whose conduct is being considered by the Board is
a trustee of the Fund, he/she shall not be eligible to participate in the
judgment of the Board as to whether a violation exists or whether, or to
what extent, sanctions will be imposed.
8. Definitions.
(1) "Access Person" means each person in a control relationship to
the Fund or its investment advisers, officers and trustees of the
Fund, and any employee of these organizations, who, in connection
with his/her regular functions or duties, makes, participates in,
or obtains information regarding the purchase or sale of a
security by the Fund, or whose functions relate to the making of
any recommendations with respect to such purchases or sales. For
purposes hereof, "control" shall have the same meaning as set for
in Section 2(a)(9) of the Investment Company Act of 1940.
(2) "Security" shall have the meaning set forth in Section 2(a)
(36) of the Investment Company Act of 1940 except (i) it does not
include securities issued by the Government of the United States
or by federal agencies and which are direct obligations of or
guaranteed by the United States, bankers' acceptances,
certificates of deposit, commercial paper (and such other money
market instruments as may be designated from time to time by the
Fund's Board of Trustees), shares of registered open-end
investment companies, common trust funds and commingled trust
funds and (ii) it does include financial futures contracts and
forward foreign currency contracts.
(3) A "security held or to be acquired" means a security which,
within the most recent 15 days (i) is or has been held by the
Fund; or (ii) is being or has been considered by the Fund or its
investment adviser for purchase by the Fund, and includes the
writing of an option to purchase or sell a security.
(4) "Beneficial Ownership" shall have the meaning ascribed thereto
under Section 16 of the Securities Exchange Act of 1934 and the
rules and regulations thereunder. Generally, an employee is
regarded as having a beneficial interest in those securities held
in his or her name, the name of his or her spouse and the names of
his or her immediate family sharing the same household. A person
may be regarded as having a beneficial interest in the securities
held in the name of another person (individual, partnership,
corporation, trust or another entity) if, by reason of contract,
understanding or relationship he or she obtains or may obtain
therefrom benefits substantially equivalent to those of ownership.
(5) The Code of Ethics applies to all of The Chicago Trust
Company's investment activities including mutual funds, investment
advisory accounts, trust accounts, and all other fiduciary
accounts.
Exhibit (p)2
CODE OF ETHICS
VEREDUS ASSET MANAGEMENT
I. Statement of General Principles
This Code of Ethics has been adopted by Veredus Asset Management LLC
(the "Adviser") for the purpose of instructing all employees, officers,
directors and members of the Adviser in their ethical obligations and to provide
rules for their personal securities transactions. All such employees, officers,
directors and members owe a fiduciary duty to the Adviser's clients (the
"Clients"). A fiduciary duty means a duty of loyalty, fairness and good faith
towards Clients, and the obligation to adhere not only to the specific
provisions of this Code but to the general principles that guide the Code. These
general principles are:
o The duty at all times to place the interests of Clients first;
o The requirement that all personal securities transactions be
conducted in a manner consistent with the Code of Ethics and in such a manner as
to avoid any actual or potential conflict of interest or any abuse of any
individual's position of trust and responsibility; and
o The fundamental standard that such employees, officers,
directors and members should not take inappropriate advantage of their
positions, or of their relationship with Clients.
It is imperative that the personal trading activities of the employees,
officers, directors and members of the Adviser be conducted with the highest
regard for these general principles in order to avoid any possible conflict of
interest, any appearance of a conflict, or activities that could lead to
disciplinary action. This includes executing transactions through or for the
benefit of a third party when the transaction is not in keeping with the general
principles of this Code. All personal securities transactions must also comply
with the Securities & Exchange Commission's Rule 17j-1. Under this rule, no
Employee may:
o employ any device, scheme or artifice to defraud a Client;
o make to any Client any untrue statement of a material fact
or omit to state to such client a material fact necessary in order to make the
statements made, in light of the circumstances under which they are made, not
misleading;
o engage in any act, practice, or course of business which
operates or would operate as a fraud
or deceit upon a Client; or
o engage in any manipulative practice with respect to a
Client.
II. Definitions
A. Advisory Employees: Employees who participate in or make
recommendations with respect to the
purchase or sale of securities.
B. Beneficial Interest: ownership or any benefits of ownership,
including the opportunity to directly
or indirectly profit or otherwise obtain financial benefits
from any interest in a security.
C. Compliance Officer: James Jenkins, or with respect to James Jenkins,
B. Anthony Weber. D. Employee Account: each account in which an Employee or a
member of his or her family has any direct or indirect Beneficial Interest or
over which such person exercises control or influence, including, but not
limited to, any joint account, partnership, corporation, trust or estate. An
Employee's family members include the Employee's spouse, minor children, any
person living in the home of the Employee and any relative of the Employee
(including in-laws) to whose support an Employee directly or indirectly
contributes.
E. Employees: the employees, officers, members and directors of the
Adviser, including Advisory Employees.
F. Exempt Transactions: transactions which are 1) effected in an amount
or in a manner over which the Employee has no direct or indirect influence or
control, 2) pursuant to a systematic dividend reinvestment plan, systematic cash
purchase plan or systematic withdrawal plan, 3) in connection with the exercise
or sale of rights to purchase additional securities from an issuer and granted
by such issuer pro-rata to all holders of a class of its securities, 4) in
connection with the call by the issuer of a preferred stock or bond, 5) pursuant
to the exercise by a second party of a put or call option, 6) closing
transactions no more than five business days prior to the expiration of a
related put or call option, 7) with respect to affiliated registered open-end
investment companies, 8) inconsequential to any Fund because the transaction is
very unlikely to affect a highly liquid market or because the security is
clearly not related economically to any securities that a Client may purchase or
sell.
G. Related Entity: a partnership or other entity 1) in which persons
unaffiliated with the Adviser or any Employee (and not otherwise
subject to this Code) participate and 2) to which the Adviser or an
Employee acts as adviser, general partner or other fiduciary.
H. Related Securities: securities issued by the same issuer or issuer
under common control, or when either security gives the holder any contractual
rights with respect to the other security, including options, warrants or other
convertible securities.
I. Securities: any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in
any profit-sharing agreement, collateral-trust certificate,
pre-organization certificate or subscription, transferable share,
investment contract, voting-trust certificate, certificate of deposit
for a security, fractional undivided interest in oil, gas or other
mineral rights, or, in general, any interest or instrument commonly
known as a "security," or any certificate or interest or participation
in temporary or interim certificate for, receipt for, guarantee of, or
warrant or right to subscribe to or purchase (including options) any
of the foregoing; except for the following: 1) securities issued by
the government of the United States, 2) bankers' acceptances, 3) bank
certificates of deposit, 4) commercial paper, and 5) shares of
registered open-end investment companies.
J. Securities Transaction: the purchase or sale, or any action to
accomplish the purchase or sale, of a Security for an Employee
Account.
III. Personal Investment Guidelines
A. Personal Accounts
1. The Personal Investment Guidelines in this Section III do
not apply to Exempt Transactions. Employees must remember that regardless of the
transaction's status as exempt or not exempt, the Employee's fiduciary
obligations remain unchanged.
2. A securities transaction effected on behalf of the Related
Entity may be a Securities ransaction subject to this Code because the Adviser
or Employee has an interest in the Related Entity. While the Adviser and each
Employee is subject at all times to the fiduciary obligations described in this
Code, paragraph 5 of this Section III does not apply to a Securities Transaction
effected on behalf of a Related Entity, and paragraph 4 of this Section III does
not apply to a Securities Transaction effected on behalf of a Related Entity if
the transaction is "blocked" with the other Client's transaction.
3. Except as provided in paragraph 3 of this Section III,
Employees may not execute a Securities Transaction on a day during which a
purchase or sell order in that same Security or a Related Security is pending
for a Client. Securities Transactions executed in violation of this prohibition
shall be unwound or, if not possible or practical, the Employee must disgorge to
the Client the value received by the Employee due to any favorable price
differential received by the Employee. For example, if the Employee buys 100
shares at $10 per share, and the Client buys 1000 shares at $11 per share, the
Employee will pay $100 (100 shares x $1 differential) to the Client.
4. Except as provided in paragraph 2 of this Section III, an
Advisory Employee may not execute a Securities Transaction within seven (7)
calendar days before or after a transaction in the same Security or a Related
Security has been executed on behalf of a Client. If the Compliance Officer
determines that a transaction has violated this prohibition, the transaction
shall be unwound or, if not possible or practical, the Employee must disgorge to
the Client the value received by the Employee due to any favorable price
differential received by the Employee.
5. In connection with a private placement acquisition the
Employee must pre-clear the acquisition with the Compliance Officer. The
Compliance Officer will take into account, among other factors, whether the
investment opportunity should be reserved for a Client, and whether the
opportunity is being offered to the Employee by virtue of the Employee's
position with the the Adviser or relationship with a Client. Employees who have
been authorized to acquire securities in a private placement will, in connection
therewith, be required to disclose that investment if and when the Employee
takes part in any subsequent investment in the same issuer. In such
circumstances, the determination to purchase Securities of that issuer on behalf
of a Client will be subject to an independent review by personnel of the Adviser
with no personal interest in the issuer.
B. Other Restrictions
1. Employees are prohibited from serving on the boards of
directors of publicly traded companies, absent prior authorization by the
Compliance Officer. The consideration of prior authorization will be based upon
a determination that the board service will be consistent with the interests of
all Clients. In the event that board service is authorized, Employees serving as
directors will be isolated from other Employees making investment decisions with
respect to the securities of the company in question.
2. No Employee may accept from a customer or vendor an amount in
excess of $50 per year in the form of gifts or gratuities, or as
compensation for services. If there is a question regarding receipt of
a gift, gratuity or compensation, it is to be reviewed by the
Compliance Officer.
IV. Compliance Procedures
A. Employee Disclosure and Certification
1. At the commencement of employment with the Adviser, each
Employee must certify that he or she has read and understands this Code and
recognizes that he or she is subject to it, and must disclose all personal
Securities holdings.
2. The above disclosure and certification is also required
annually, along with an additional certification that the Employee has complied
with the requirements of this Code and has disclosed or reported all personal
Securities Transactions required to be disclosed or reported pursuant to the
requirements of this Code.
B. Compliance
1. All Employees must provide copies of all broker
confirmations and periodic account statements to the Compliance Officer. Each
Employee must report, no later than ten (10) days after the close of each
calendar quarter, on the Securities Transaction Report form provided by the
Adviser, all transactions in which the Employee acquired any direct or indirect
Beneficial Interest in a Security, including Exempt Transactions, and certify
that he or she has reported all transactions required to be disclosed pursuant
to the requirements of this Code.
2. The Compliance Officer will, on a quarterly basis, check
the trading confirmations provided by brokers to verify that the Employee has
not violated the Code. The Employee's annual disclosure of Securities holdings
will be reviewed by the Compliance Officer for compliance with this Code,
including transactions that reveal a pattern of trading inconsistent with this
Code.
3. If an Employee violates this Code, the Compliance Officer
will report the violation to management personnel of the Adviser for appropriate
remedial action which, in addition to the actions specifically delineated in
other sections of this Code, may include a reprimand of the Employee, or
suspension or termination of the Employee's relationship with the Adviser or the
Client.
Exhibit (p)3
BLAIRLOGIE CAPITAL MANAGEMENT
CODE OF ETHICS
Effective May 1 1999
INTRODUCTION
This Code of Ethics is based upon the principle that you, as an officer or
employee of Blairlogie Capital Management (Partnership), owe a fiduciary duty to
the shareholders of the registered investment companies (the Funds) and other
clients (together with the Funds, the Advisory Clients) for which the
Partnership serves as an adviser or subadviser. Accordingly, you must avoid
activities, interests and relationships that might interfere or appear to
interfere with making decisions in the best interests of our Advisory Clients.
At all times you must:
1. Place the interests of our Advisory clients first. In other words,
as a fiduciary you must scrupulously avoid serving your own personal
interests ahead of the interests of our Advisory Clients. You may not
cause an Advisory Client to take action, or not to take action, for
your personal benefit rather than the benefit of the Advisory Client.
For example, you would violate this Code if you caused an Advisory
Client to purchase a Security you owned for the purpose of increasing
the price of that Security. If you are a portfolio manager or an
employee who provides information or advice to a portfolio manager or
helps execute a portfolio manager's decisions (each, a Portfolio
Employee), you would also violate this Code if you made a personal
investment in a Security that might be an appropriate investment for
an Advisory Client without first considering the Security as an
investment for the Advisory Client.
2. Conduct all of your personal securities transactions in full compliance
with this Code and the Partnership Insider Trading Policy. You must not
take any action in connection with your personal investments that could
cause even the appearance of unfairness or impropriety. Accordingly, you
must comply with the policies and procedures set forth in this Code under
the heading Personal Dealings by Employees. In addition, you must comply
with the policies and procedures set forth in the Partnership Insider
Trading Policy. Doubtful situations should be resolved against your
personal trading.
3. Avoid taking inappropriate advantage of your position. The receipt of
investment opportunities, gifts or gratuities from persons seeking
business with the Partnership directly or on behalf of an Advisory Client
could call into question the independence of your business judgment.
Accordingly, you must comply with the policies and procedures set forth
in this Code. Doubtful situations should be resolved against your
personal interest.
COMPLIANCE
You are required to acknowledge receipt of your copy of this Code. A form for
this purpose is attached as Appendix II.
You are required to certify upon commencement of your employment and
annually thereafter, that you have read and understood the Code and
recognise that you are subject to the Code. A form for this purpose is
attached as Appendix III.
PERSONAL DEALINGS BY EMPLOYEES
Blairlogie is obliged to ensure that all employees act in conformity with
appropriate arrangements on propriety in personal dealings. For the avoidance of
doubt, Blairlogie has designed a pre-clearance procedure for every personal
securities transaction. Each one must be approved, in writing, in advance, by
the Compliance Officer (CO), or in the case of the CO, or in the CO's absence,
by the Chief Investment Officer (CIO) or the Chief Executive Officer (CEO).
A Personal Transaction Schedule must be submitted, showing the following
information:- name of security, desired date of transaction, approx
sterling value, executing broker. The form for this purpose is attached to
this Code as Appendix IV. Approval will only be valid until the end of the
approved trading day. The employee must arrange for a broker's contract
note to be sent to the CO for every transaction executed.
Transactions in Futures or Options on Commodities or Currencies are not
permitted. Transactions in Futures or Options on broad-based Securities Indices
are permitted with pre-clearance.
"Personal Dealings" will also include transactions executed on behalf of any
Connected Persons for which the employee may transact. A Connected Person is any
person acting under the employee's advice or judgement.
Securities may not be transacted when there is a pending transaction in the same
security for a client, or within five business days after completion or
withdrawal of a client transaction.
The CO keeps a duplicate of each Personal Transaction Schedule and, at the end
of each quarter, matches the duplicate and original copies submitted by each
person. A file of employee's schedules is kept.
Within 10 days after the end of each calendar quarter, all employees must
complete the Quarterly Declaration on their copy of the Personal Transaction
Schedule and submit it to the CO. If the pre-approved transaction was made, a
copy of the broker confirmation must also be attached. If the transaction was
not made, this must be noted on the schedule and submitted to the CO. If no
transactions were undertaken, enter NONE and sign the Schedule.
All employees must disclose holdings of all securities of which they have
beneficial ownership upon commencement of employment and annually thereafter.
The form for this purpose is attached to this Code as Appendix I.
EXCEPTIONS
1. These procedures apply to trades in publicly-quoted stocks, options or
warrants and funds managed by Blairlogie. Trades in Unit Trusts, Mutual
Funds (other than managed by Blairlogie), Government Securities and Money
Market Accounts, do not require pre-clearance or inclusion in quarter-end
returns.
2. If an employee retains an independent adviser on a discretionary basis,
transactions for such accounts are not subject to the pre-clearance
requirement. All such arrangements must be disclosed to the CO, and all
transactions by such advisers must be reported quarterly, as above.
PRIVATE CONFLICTS OF INTEREST
1. GIFTS
No employee must offer, give, solicit or accept any gift or inducement
which is likely significantly to conflict with his/her duties towards
clients and/or the firm.
Blairlogie has thus developed the general guideline that all gifts or
inducements offered or received exceeding (pound)20 in value must be
cleared with the CEO or the CIO. Particular consideration is given to:
1. The size of the gift. If it is a token gift worth less
than(pound)20, it is probably acceptable.
2. The circumstances of the gift. If there is not an apparently
acceptable and appropriate reason for the gift, it may be
questioned.
3. Business Entertainment. Meal invitations, or occasional
hospitality to sporting or artistic events are acceptable.
Avoid accepting or offering lavish or repeated blandishments
from or to someone particularly where the offeror has a lot to
gain by influencing the recipient.
2. OUTSIDE INTERESTS
Blairlogie does not permit them if they might interfere with an
employee's job performance or conflict with a clients' interests. Any
outside business interests must be pre-cleared in writing with the CO.
3. BORROWING
No employee may borrow from a client, except a bank which regularly
lends to individuals. Nor may employees accept favoured loans from any
other source - for example credit facilities from a broker or
counterparty in personal transactions - without the CO's written
permission.
4. FIDUCIARY APPOINTMENTS
All trustee and executorships must be declared in writing to the CO by
all employees, and written permission must have been obtained before
accepting personal fiduciary appointments outside Blairlogie.
INSIDER TRADING
It is illegal for employees to use "inside information" to purchase or sell
financial securities (such as stocks, bonds or options). Inside information is
material, confidential information learned through your job which is not yet
known to the public and which a prudent person would find important in making a
decision to buy or sell.
Law requires that you do not use inside information to profit or reduce losses
from buying or selling financial securities. This means that you may not use
confidential information gained through your work to trade in the securities of
any company, including ours. Also, employees are restricted from conveying
inside information to non-employees via any method of communication. Examples of
confidential information include: tender offers, anticipated acquisitions,
earnings forecasts, regulatory approvals, joint ventures and licensing
agreements.
Securities law violations are taken very seriously. Government agencies are able
to monitor trading activities through computerised records searches, with
violations of law resulting in civil and criminal penalties against both the
Partnership and individual employees. If you are uncertain about the type of
information you possess, or to learn more about these laws, you should consult
the CO.
Note that employees in supervisory positions can also be
penalised if they deliberately or recklessly fail to
prevent insider trading by employees under their
supervision. Violations can result in criminal and civil
penalties.
PROCEDURES AGAINST INSIDER TRADING
1. No employee or officer who possesses material non-public information
relating to the Partnership or any of its affiliates may buy or sell any
securities of the Partnership or engage in any other action to take
advantage of, or pass on to others, such material non-public information.
2. No employee or officer of the Partnership who obtains material non-public
information, which relates to any other company or entity, in
circumstances in which such person is deemed to be an insider, or is
otherwise subject to restrictions, may buy or sell securities of that
company or otherwise take advantage of, or pass on to others, such
material non-public information.
3. No employee shall engage in a securities transaction with respect to any
securities of any other company, except in accordance with the specific
procedures set forth in this Code of Ethics.
4. Employees shall submit reports concerning each securities transaction and
verify their personal ownership of securities in accordance with the
procedures set forth in this Code of Ethics.
5. Because even inadvertent disclosure of material non-public information to
others can lead to significant legal difficulties, do not discuss
material non-public information about the Partnership or other companies
with anyone, including other employees, except as required in the
performance of your regular duties. In addition, care should be taken so
that such information is securely held.
6. If you have any doubts or questions as to the materiality or non-public
nature of information in your possession or as to any of the
applicability or interpretation of any of the foregoing procedures or as
to the propriety of any action, you should contact the CO. Until advised
to the contrary by the CO, you should presume that the information is
material and non-public and you should not trade in the securities or
disclose this information to anyone.
February 2000
Appendix I
PERSONAL SECURITIES HOLDINGS
In accordance with the Code of Ethics, please provide a list of all
securities (other than exempt securities) in which you or any account in
which you have a pecuniary interest has a beneficial interest and all
securities (other than exempt securities) in non-client accounts for which
you make investment decisions. This includes not only securities held by
brokers, but also Securities held at home, in safe deposit boxes, or by an
issuer.
Employee Name ________________________
If different from above, name of the person
in whose name the account is held ________________________
Relationship of above ________________________
Broker at which account is held ________________________
Account Number ________________________
Phone Number of Broker ________________________
For each account, attach your most recent account statement listing securities
in that account. If you own securities that are not listed in an attached
account statement, list them below (Attached separate sheet if necessary):
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Name of Security Quantity Value Custodian
1. _______________ ___________ __________ ____________
2. _______________ ___________ __________ ____________
3. _______________ ___________ __________ ____________
4. _______________ ___________ __________ ____________
5. _______________ ___________ __________ ____________
</TABLE>
I certify that this form and the attached statements (if any) constitute all of
the Securities of which I have Beneficial Ownership as defined in the Code.
----------------------
Signature
------------------------
Date
Appendix II
ACKNOWLEDGMENT CERTIFICATION
Code of Ethics
BLAIRLOGIE CAPITAL MANAGEMENT
I hereby certify that I have read and understand the attached Code of
Ethics. Pursuant to such Codes, I recognize that I must disclose or report
all personal securities transaction required to be disclosed or reported
thereunder and comply in all other respects with the requirements of the
Codes. I also agree to cooperate fully with any investigation or inquiry as
to whether a possible violation of the foregoing Codes has occurred. I
understand that any failure to comply in all aspects with the foregoing and
these policies and procedures may lead to sanctions including dismissal.
Date: ______________________ ________________________
Signature
------------------------
Print Name
Appendix III
ANNUAL CERTIFICATION OF COMPLIANCE
BLAIRLOGIE CAPITAL MANAGEMENT
I hereby certify that I have complied with the requirements of the Code of
Ethics and the Insider Trading Policy and Procedures, for the year ended
December 31, 19__. Pursuant to such Codes, I have disclosed or reported all
personal securities transactions required to be disclosed or reported
thereunder and complied in all other respects with the requirements of such
Codes. I also agree to cooperate fully with any investigation or inquiry as
to whether a possible violation of the foregoing Codes has occurred.
Date: ________________________ ________________________
Signature
---------------------------
Print Name
Appendix IV
PERSONAL SECURITIES TRANSACTIONS
(IMRO COMPLIANCE - CHAPTER IV, Section 1.5.)
PRIOR APPROVAL
Prior approval by the Compliance Officer (or, in her absence the Chief
Investment Officer or Chief Executive Officer) is required for any securities
transaction undertaken by an employee or by a person acting under an employee's
advice or judgement (a connected person as defined by IMRO).
Transactions are not permitted where:
a. you possess material non-public information re the security or its issuer or
the transaction would contravene statutory restrictions on Insider Dealing.
b. for any Blairlogie client, there are outstanding buy or sell orders for this
security, or its equivalent, or any purchase or sale is being considered or any
purchase or sale has occurred within the last seven calendar days or is expected
within the next seven calendar days.
c. they contravene the Blairlogie Capital Management Code of Ethics.
If the security is a BCM holding, the CO may reject the proposed transaction..
When transacting personal business, you must ensure that the broker or
counterparty knows that you are an employee of an IMRO member and you must not
request or accept any credit or special dealing facilities without the specific
consent of the Compliance Officer.
Enter each proposed transaction on the schedule overleaf and obtain the
Compliance Officer's written consent before dealing.
Transactions in open-ended funds - eg Unit Trusts and Mutual Funds. Only
transactions in Funds managed or sub-advised by Blairlogie need to be precleared
and included in quarter-end returns. Transactions in other open-ended funds do
not need to be precleared or included in quarter end returns. Note that
closed-end funds such as Investment Trusts and most country funds are securities
which require preclearance.
Transactions in Commodities or Currency Futures or Options are not permitted.
However, Futures or Options on broad-based securities indices are permitted with
preclearance.
QUARTERLY SUMMARY
Within 10 days of the end of each calendar quarter, each employee must complete
the declaration at the bottom of the schedule overleaf and return it to the
Compliance Officer. If the pre-approved trade was made, a copy of the
broker/counterparty confirmation must be attached. If the trade was not made,
this must be noted on the schedule. If no transactions were undertaken, enter
NONE and sign.
IF IN ANY DOUBT, CONSULT THE COMPLIANCE OFFICER BEFORE ACTING.
BLAIRLOGIE CAPITAL MANAGEMENT
PERSONAL TRANSACTIONS
PRIOR APPROVAL AND QUARTERLY SUMMARY
NAME......................................................................
QUARTER ENDED ................................................200.....
I HEREBY REQUEST COMPLIANCE OFFICER APPROVAL FOR THE FOLLOWING TRANSACTIONS: I
confirm that the transactions requested do not contravene any of the exclusions
listed overleaf. ( Prior Approval is required for each transaction and is valid
for 48 hours. Add each additional transaction to the schedule and resubmit.)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
- ----------------- ----------- ---------------------- ------------ --------------- ----------------- ---------
Date/Time Buy/Sell Security Name BCM Approximate Compliance
Requested & Broker Client Sterling Value Officer Approval Date
Holding Y/N Traded
- ----------------- ----------- ---------------------- ------------ --------------- ----------------- ---------
- ----------------- ----------- ---------------------- ------------ --------------- ----------------- ---------
1/
- ----------------- ----------- ---------------------- ------------ --------------- ----------------- ---------
- ----------------- ----------- ---------------------- ------------ --------------- ----------------- ---------
2/
- ----------------- ----------- ---------------------- ------------ --------------- ----------------- ---------
- ----------------- ----------- ---------------------- ------------ --------------- ----------------- ---------
3/
- ----------------- ----------- ---------------------- ------------ --------------- ----------------- ---------
- ----------------- ----------- ---------------------- ------------ --------------- ----------------- ---------
4/
- ----------------- ----------- ---------------------- ------------ --------------- ----------------- ---------
- ----------------- ----------- ---------------------- ------------ --------------- ----------------- ---------
5/
- ----------------- ----------- ---------------------- ------------ --------------- ----------------- ---------
- ----------------- ----------- ---------------------- ------------ --------------- ----------------- ---------
6/
- ----------------- ----------- ---------------------- ------------ --------------- ----------------- ---------
- ----------------- ----------- ---------------------- ------------ --------------- ----------------- ---------
7/
- ----------------- ----------- ---------------------- ------------ --------------- ----------------- ---------
</TABLE>
QUARTERLY DECLARATION
I hereby declare that the schedule above together with attached copies of broker
confirmations represents all the transactions undertaken during the quarter
noted above that I am required to report in accordance with IMRO rules. These
include both personal transactions and any other transactions (e.g. family or
trust funds or other Connected Person) over which I have any influence. I
confirm that I have read the BCM Code of Ethics within the last 12 months and I
believe that the above transactions fully comply with the requirements of the
Code.
Signed...................................Date...............................
Q-end countersigned by Compliance Officer
.......... ..........................Date................................
Exhibit (p)4
CODE OF ETHICS
This Code of Ethics of Talon Asset Management, Inc. ("TAM") is adopted by TAM on
January 1, 1995, pursuant to the requirements of Rule 17j-1 under the Investment
Company Act of 1940, as amended, and shall apply to our management of the CT&T
Talon Fund.
1. General Principles.
All Fund Personnel:
(a) shall place first at all times their duty to the interests of the
shareholders;
(b) shall conduct all personal securities transactions consistent
with the code of ethics and in such a manner as to avoid any
actual or potential conflict of interest or any abuse of an
individual's position of trust and responsibility;
(c) shall not take inappropriate advantage of their positions.
2. Prohibitions.
No Access Person of the Fund:
(a) In connection with the purchase or sale by such persons of a
security held or to be acquired by the Fund:
(i) shall employ any device, scheme or artifice to defraud the Fund;
(ii) make to the Fund any untrue statement of a material
fact or to omit to state to the Fund a material fact
necessary in order to make the statements made, in
light of the circumstances under which they are made,
not misleading;
(iii) engage in any act, practice, or course of business
which operates or would operate as a fraud or deceit
upon the Fund; or
(iv) engage in any manipulative practice with respect to the Fund.
(b) Shall purchase or sell, directly or indirectly, any security
in which he/she has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership and
which to his/her actual knowledge at the time of such purchase
or sale:
(i) is being considered for purchase or sale by the Fund; or
(ii) is then being purchased or sold by the Fund.
3. Restrictions.
(a) Express prior approval from the Chairman of TAM of any
securities acquisition of Initial Public Offerings by an
Access Person is required. In the case of the Chairman, prior
approval is to be given by the President of TAM.
(b) In connection with the acquisition of securities by Access Person
in a Private Placement:
(i) express prior approval from the Chairman or President
of TAM must be granted; In the case of the Chairman
or President of TAM, prior approval must be granted
by Chairman of CT&T Funds.
(ii) Access Personnel who have been authorized to acquire
securities in a private placement shall be required
to disclose that investment when they play a part in
the Fund's subsequent consideration of an investment
in the issuer.
(iii) in such circumstances, the Fund's decision to
purchase securities of the issuer shall be subject to
an independent review by the Fund's investment
personnel with no personal interest in the issuer.
(c) An Access Person shall not:
(i) buy or sell a security within at least 15 calendar
days before and after the Fund trades in that
security; exceptions only approved on a case by case
basis by the Chairman of TAM. In the case of the
Chairman, approval is to be given by the President of
TAM.
(ii) profit in the purchase and sale, or sale and purchase
of the same (or equivalent) securities within 60
calendar days, exceptions only approved on a case by
case basis by the Chairman of TAM. In the case of the
Chairman, approval is to be given by the President of
TAM.
(iii) receive any gift or other thing of more than de
minimis value from any person or entity that does
business with or on behalf of the Fund.
(iv) serve on the board of directors of publicly traded
companies, absent prior authorization based upon a
determination that the board of directors service
will be consistent with interests of the Fund and its
shareholders. If board service is authorized, such
persons will be isolated from those making investment
decisions through the use of "Chinese Wall" or other
procedures designed to address the potential
conflicts of interest.
<PAGE>
4. Exempted Transactions.
The prohibitions of Section 2 and the restrictions of Section 3 of this
code shall apply to:
(a) Purchases or sales which are non-volitional on the part of
either the Access Person or the Fund. Includes purchases and
sales effected in any account over which the Access Person has
no direct or indirect influence or control or in any account
of the Access Person which is managed on a discretionary basis
by a person other than the Access Person and with respect to
which such Access Person does not in fact influence or
control.
(b) Purchases which are part of the automatic dividend reinvestment
plan.
(c) Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities,
to the extent such rights were acquired from such issuer, and
sales of such rights so acquired.
5. Procedural Matters.
(a) The Compliance Director of the Fund shall:
(i) Furnish a copy of this Code to each Access Person of
the Fund annually so all Access Persons may certify
that they have read and understood said Code of
Ethics and recognize they are subject thereto.
(ii) Notify each such Access Person of his/her obligation
to certify annually that he/she has complied with the
requirements of this Code of Ethics.
(iii) Notify each Access Person of his/her obligation to
file reports as provided by Section 6 of this Code.
(iv) Report to the Board of Trustees the facts contained
in any reports filed with the Secretary pursuant to
Section 6 of this Code when any such report indicates
that an Access Person engaged in a transaction in a
security held or to be acquired by the Fund.
(v) Maintain the records required by paragraph (d) of Rule 17j-1.
6. Reporting.
(a) Every Access Person shall disclose to the Compliance Officer
of TAM all personal securities holdings upon commencement of
employment and thereafter on an annual basis. Each Access
Person will be required to sign an annual statement attesting
to the accuracy of the information provided.
(b) Every Access Person shall report to the Head Trader and the
Compliance Officer of TAM, prior to their execution, personal
securities transactions with respect to any security in which
such Access Person has, or by reason of such transaction
requires, any direct or indirect beneficial ownership in the
security; provided, however, that an Access Person shall not
be required to make such a report with respect to transactions
being executed for any account over which such person does not
have any direct or indirect influence.
(c) Every Access Person shall report to the Compliance Officer of
TAM the information described in Section 6(e) of this Code
with respect to transactions in any security in which such
Access Person has, or by reason of such transaction acquires,
any direct or indirect beneficial ownership in the security;
provided, however, that an Access Person shall not be required
to make a report with respect to transactions effected for any
account over which such person does not have any direct or
indirect influence.
(d) Every report shall be made not later than 10 days after the
end of the month in which the transaction to which the report
relates was effected, and shall contain the following
information:
(i) the date of the transaction, the title and number of shares, and
the principal amount of each security involved;
(ii) the nature of the transaction (i.e., purchase, sale or other type
of acquisition or disposition);
(iii) the price at which the transaction was effected; and
(iv) the name of the broker, dealer or bank with or
through whom the transaction was effected.
(e) Every Access Person shall direct their brokers to supply to the
Compliance Officer of TAM:
(i) duplicate copies of confirmations of all personal securities
transaction; and
(ii) copies of periodic statements for all securities accounts.
(f) Any such report may contain a statement that the report shall
not be construed as an admission by the person making such
report that he has any direct or indirect beneficial ownership
in the security to which the report relates.
(g) No report shall be required under this Code of Ethics where
such report would duplicate information recorded pursuant to
Rule 204-2(a)(12) or Rule 201-2(a)(13) under the Investment
Advisers Act of 1940.
7. Violations.
All violations of the Code will be reported to the Fund's Board on a
quarterly basis. Upon being apprised of facts which indicate that a
violation of this Code may have occurred, the Board of Trustees of the
Fund shall determine whether, in their judgement, the conduct being
considered did in fact violate the provisions of this Code. If the
Board of Trustees determines that a violation of the Code has occurred,
the Board may impose such sanctions as it deems appropriate in the
circumstances (including, without limitation, the disgorgement of any
profit). If the person whose conduct is being considered by the Board
is a trustee of the Fund, he/she shall not be eligible to participate
in the judgement of the Board as to whether a violation exists or
whether, or to what extent, sanctions will be imposed.
8. Definitions.
(1) "Access Person" means each officer and trustee of the Fund and
its investment adviser and any employee of these
organizations, who, in connection with his/her regular
functions or duties, makes, participates in, or obtains
information regarding the purchase or sale of a security of
the Fund, or whose functions relate to the making of any
recommendations with respect to such purchases or sales; and
any person in a control relationship to the Fund or its
investment adviser who obtains information with respect to the
Fund with regard to the purchase or sale of a security. For
purposes hereof, "control" shall have the same meaning as set
forth in Section (a)(9) of the Investment Company Act of 1940.
(2) "Security" shall have the meaning set forth in Section
2(a)(36) of the Investment Company Act of 1940 except (i) it
does not include securities issued by the Government of the
United States or by federal agencies and which are direct
obligations of the Unites States, bankers' acceptances,
certificates of deposit, commercial paper (and such other
money market instruments as may be designated from time to
time by the Fund's Board of Trustees), shares of registered
open-end investment companies, common trust funds and
commingled trust funds and (ii) it does include commodity
contracts such as forward foreign currency and futures
contracts.
(3) A "security held or to be acquired" means a security which,
within the most recent 15 days (i) is or has been held by the
Fund; or (ii) is being or has been considered by the Fund or
its investment adviser for purchase by the Fund, and includes
the writing of an option to purchase or sell a security.
(4) "Beneficial Ownership" shall have the meaning ascribed thereto
under Section 16 of the Securities Exchange Act of 1934 and
the rules and regulations thereunder. Generally, an employee
is regarded as having a beneficial interest in those
securities held in his or her name, the name of his or her
spouse and the names of his or her minor children who reside
with him or her. A person may be regarded as having a
beneficial interest in the securities held in the name of
another person (individual, partnership, corporation, trust or
another entity) if, by reason of contract, understanding or
relationship he or she obtains or may obtain therefrom
benefits substantially equivalent to those of ownership.
(5) The Code of Ethics applies to all of Talon Asset Management's
investment activities including mutual funds, investment
advisory accounts, and all other fiduciary accounts.
<PAGE>
EMPLOYEE ACCOUNTS
AND TRADING ACTIVITY
Employees are not authorized to trade, in their account or a related account,
equity or convertible securities which are the subject of actions either in
progress or anticipated for client portfolios. To assure compliance with this
requirement, prior trading approval is required from the Chairman or President
of Talon Asset Management.
The purpose of our policy on limiting the trading activity in employee accounts
is to assure that such activity will not conflict with actions taken or
anticipated in client portfolios. Furthermore, our policy is intended to prevent
situations which can give the appearance of a conflict. Client transactions must
have clear priority over personal transactions. Our obligation is to assure that
any employee transactions cannot operate adversely to a client's interest.
A list of current equity and convertible positions is available for your review.
This list does not encompass anticipated new positions. For this reason, the
senior officers must provide prior approval. Approval for an employee
transaction will not be granted until we can assure that activity on all
clients' behalf is completed.
Employee and related accounts must be identified to the Treasurer, responsible
for monitoring compliance. The Treasurer should receive duplicate confirmation
for employee and related accounts. Related accounts include accounts of blood
relatives and relatives through marriage over which the employee can exert
influence. Equity or convertible securities include all derivative securities
and option contracts on the issue in question.
Purchases and sales which fail to comply with this policy may result in the
employee's dismissal.
<PAGE>
Exhibit (p)5
Montag & Caldwell, Inc.
Statement of Policy
(Code of Ethics)
on
Employee Securities Transactions
(Including Reporting Requirements)
CODE OF ETHICS AND STANDARDS OF PRACTICE
Montag & Caldwell is an investment counseling firm dedicated to
providing effective and proper professional investment management
advice to its clients. Our firm's reputation is a reflection of our
employees and their collective decisions. We select employees who meet
the qualifications of experience, education, intelligence, judgment,
and the highest standards of moral and ethical attitudes. Our
responsibility to our clients is to provide unbiased, independent
judgment. In this responsibility, we frequently have knowledge of a
client's financial and personal situation and this information must
always be treated in the strictest of confidence. Each employee, and
certain other individuals, are considered Access Persons since they
have available to them information regarding the firm's investment
decisions. To establish standards of practice and to avoid any
misunderstanding by either the Company or our employees, there follows
a statement of Montag & Caldwell's Code of Ethics and Standards of
Practice. Every Access Person will subscribe to this Code. In addition,
every Access Person is required to be familiar with and subscribe to
the Standards of Professional Conduct of the Association for Investment
Management and Research (AIMR) and the Investment Counsel Association
of America. Copies of these statements are available from the Trading
Compliance Officer. Listed below are specific areas of interest in
which Montag & Caldwell's position is outlined for your understanding.
Personal Securities Transactions - Attached is a Statement
of Policy on Access Persons securities transactions. This
outlines the trading restrictions and reporting
requirements in the handling of personal securities
transactions. Compliance with these restrictions is
expected to assure that transactions for clients come
before those of Access Persons.
Monitor Personal Securities Transactions - The Trading
Compliance Officer will continuously review all trading
activity as notification is received, and document in
writing all employee trades that are questionable.
The Trading Compliance Officer will review trading activity
with the Compliance Officer annually.
Outside Business Interests - The Firm requires that an
employee either presently involved in or considering an
outside business interest with a profit or non-profit
organization submit the details of this interest to the
Management Committee. The Firm does not wish to limit
employees' opportunities in either a professional or
financial sense, but needs to be aware of employees'
outside interests. We wish to avoid potential conflicts of
interest to insure that clients' investment alternatives
are not circumscribed and that there will be no detriment
to our employees' performance with the Firm. We must also
be concerned as to whether there could be any Montag &
Caldwell liability either financially or through adverse
publicity.
An employee who seeks or is offered an officership,
trusteeship, directorship, or is employed in any other
capacity in an outside enterprise must have his
participation approved by the Management Committee.
Gifts - Personal gifts of cash, fees, trips, favors, etc.
of significant value, to employees of Montag & Caldwell are
discouraged. Gratuitous trips and other significant favors
offered to an employee should be reviewed with the Trading
Compliance Officer and-or a member of the Management
Committee.
The Use and Receipt of Inside Information - As presently
determined by the courts and the Securities and Exchange
Commission, inside information is material, non-public
information. In defining inside information, generally it
has had to meet the tests of materiality, non-public, known
to be non-public and improperly obtained, and be a factor
in the decision to act. The definition and application of
inside information is continually being revised and updated
by the regulatory authorities. If an employee believes he
is in possession of inside information, he should not act
on it or disclose it except to the Chairman of the
Investment Policy Committee, the Trading Compliance
Officer, or a member of the Management Committee.
Use of Source Material - Materials written by employees of
Montag & Caldwell for distribution outside of the Firm or
available to outside people (research reports, investment
summaries, etc.) should be original information or include
proper reference to sources. It is not necessary to
reference publicly available information.
General Statement of Policy
Montag & Caldwell, Inc., (the "Company") is registered as an
investment adviser with the Securities and Exchange Commission pursuant
to the Investment Advisers Act of 1940. The Company serves as
investment adviser to (a) investment companies registered with the
Securities and Exchange Commission pursuant to the Investment Company
Act of 1940, (b) Montag & Caldwell Growth and Balanced Funds and (c)
private institutional and individual counsel clients. When used herein,
the term "clients" includes any funds for which the Company may serve
as adviser in the future and private counsel clients. Also, when used
herein, the term Access Person includes employees of Montag & Caldwell,
Inc., and all other individuals, that have access to research material
or obtains information regarding the purchase or sale of securities
that are subject to restrictions outlined in this Statement of Policy.
These individuals are required to adhere to the policies outlined
herein.
As investment adviser to its clients, the Company and each of
its employees are in a fiduciary position. This requires that the
Company act for the sole benefit of the Company's clients, and that
each of its employees avoid those situations which may place or appear
to place, the interest of the employee in conflict with the interests
of the clients of the Company. Personal investments of employees must
be made in light of this standard.
This Statement of Policy has been developed to guide employees
of the Company in the conduct of their personal investments. In those
situations where individuals may be uncertain as to intent or purpose
of this Statement of Policy, they are encouraged to consult with the
Trading Compliance Officer, in order to insure the protection of the
Company's clients. The Trading Compliance Officer may under
circumstances that are considered appropriate, or after consultation
with the Management Committee, grant exceptions to the restrictions
contained herein when he/she is satisfied that the interests of the
Company's clients will not be thereby prejudiced. All questions should
be resolved in favor of the interest of the clients even at the expense
of the interest of the Company's employees. The Management Committee
will satisfy themselves as to the adherence to this policy through
periodic reports from the Trading Compliance Officer.
Application of the Statement of Policy
Employees. The provisions of this Statement of Policy apply to every
security transaction, in which an Access Person has, or by reason of
such transaction acquires, any direct or indirect beneficial interest,
in any account over which he/she has any direct or indirect control.
Generally, an Access Person is regarded as having a beneficial interest
in those securities held in his or her name, the name of his or her
spouse, and the names of his or her minor children who reside with him
or her.
A person may be regarded as having a beneficial interest in
the securities held in the name of another person (individual,
partnership, corporation, trust, custodian, or another entity) if by
reason of any contract, understanding, or relationship he obtains or
may obtain therefrom benefits substantially equivalent to those of
ownership.
One does not derive a beneficial interest by virtue of serving
as a trustee or executor unless he, or a member of his immediate
family, has a vested interest in the income or corpus of the trust or
estate. When an Access Person does serve in such capacity, he should at
all times avoid conduct in conflict with the interest of clients of the
Company. However, if a family member is a fee-paying client, the
account will be traded in line with all M&C clients and executed
through Montag & Caldwell's trading desk.
This Statement of Policy also applies to the investments of
the Company's Stock Purchase Trust, (including any trust or employee
benefit fund the Company may institute in the future), and client
accounts in which employees have a direct or indirect beneficial
interest, except fee paying clients, with respect to which they
exercise any direct or indirect control.
1.2 Trading Procedures.
If an Access Person is considering trading in a security
which M&C holds broadly in client portfolios or is
considering buying or selling in same, he/she is required
to execute through the Trading Department. The Trading
Department will then be responsible for compliance with
this Statement of Policy.
If the security being traded is unrelated to client
portfolios, the Access Person may execute the trade.
However, the Access Person shall be responsible for
compliance with this Statement of Policy.
As a guide to compliance with this Statement an Access
Person may be prohibited from trading within seven days
before or after clients, managed by the company, have
traded in a security in which there has been a security
allocation change. This does not apply to a reallocation
of an account nor the initial security allocation of an
account. It will be the responsibility of the Trading
Compliance Officer or, in his/her absence, a member of the
Management Committee to determine if this seven-day period
may be waived using the standard discussed in the General
Statement of Policy.
It is a requirement that duplicate confirmations be sent
to the Trading Compliance Officer from the broker on all
transactions in all accounts covered by this Statement of
Policy. It is the responsibility of the employee to issue
these instructions to all brokers for all covered
accounts.
Every Access Person must provide the Treasurer with an
initial holdings report no later than 10 days after the
person becomes an Access Person. This report must include:
A list of securities including the title, number of
shares, and principal amount of each covered security
in which the Access Person had any direct or indirect
beneficial ownership when the person became an Access
Person;
The name of any broker, dealer or bank with whom the
Access Person maintained an account in which any
securities were held for the direct or indirect
benefit of the Access Person;
The date that the report is submitted by the Access
Person.
Quarterly Transaction Reports
Quarterly, no later than 10 days after the end of a
calendar quarter, the Access Person must review a list of
all transactions on record with the Trading Compliance
Officer and sign a statement attesting that the review
covers all transactions for the stated time period in all
accounts covered by this Statement of Policy. The
quarterly report must include the following -
The covered security in which the Access Person had any direct or indirect
beneficial ownership;
The date of the transaction, title, the interest rate
and maturity date (if applicable), the number of
shares and the principal amount of each covered
security involved;
The nature of the transaction (i.e., purchase, sale or any other type of
acquisition or disposition);
The price of the covered security at which the transaction was effected;
The name of the broker with which the transaction was effected;
The date that the report is submitted by the Access
Person.
It is the policy of the Company that Personal Securities
Trading Reports be submitted quarterly by all Access
Persons whether or not securities transactions have
occurred in their accounts during the period.
Annual Holdings Report - Annually, the Access Person must
provide the Treasurer the following information which must be
current as of a date no more than 30 days before the report is
submitted -
The title, number of shares and principal amount of
each covered security in which the Access Person had
any direct or indirect beneficial ownership;
The name of any broker, dealer or bank with whom the
Access Person maintains an account in which any
securities are held for the direct or indirect
benefit of the Access Person; and
The date the report is submitted by the Access
Person.
The Company will ask that each Access Person read and sign
annually the Statement of Policy/Code of Ethics on Employee
Securities Transactions.
1.3 Retired Employees. Retired employees may continue to
receive investment research information from the Company
only so long as they agree to abide by and be subject to
the Statement of Policy, including the reporting
requirements set forth in Section 1.2, 2.1, 2.2, and 2.3,
hereof.
Trading Policies
2.1 Securities Not Subject to Restrictions. Security
transactions in accounts over which the Access Person has a beneficial
interest, but over which he/she has no direct or indirect control, are
not subject to restriction; but the Company should be notified of such
accounts (see last paragraph of Paragraph 4.2). Also exempt from the
restrictions hereof are:
Purchases or sales of securities which are direct obligations of the United
States;
Purchases or sales of shares of the M&C Growth or Balanced Funds or other
mutual funds;
Purchases effected upon exercise of rights issued by
an issuer pro rata to all holders of a class of its
securities, to the extent such rights are acquired
from such issuer.
Any transaction exempt from restriction is not subject to the prior clearance
provision of Section 2 & 3 hereof.
2.2 Securities Subject to Restrictions. No Access Person shall
directly or indirectly initiate, recommend, or in any way participate
in the purchase or sale of any security in which he/she has or by
reason of such transaction acquires any beneficial interest if:
Such security is being considered for purchase or
sale by the Research Department even though no order
has been entered with the Company's Trading
Department;
This restriction applies even if the employee desires
to execute in a direction opposite to the Company,
i.e., buy instead of sell; sell instead of buy so as
to avoid the appearance of a conflict of interest.
This provision is subject to waiver by the Trading
Compliance Officer.
2.3 Options. Executions of put or call options will meet the
same criteria as Section 2.2.
2.4 Dealings with Clients. No Access Person may, directly or
indirectly, sell to or purchase from a client of the Company any
security.
2.5 Orders Contrary to the Selection Guidelines Buy/Sell
Categories. If there is a client order contrary to the Company's
Buy/Sell category, a similar personal transaction cannot be made until
the client's order is complete.
2.6 Margin Accounts. While brokerage margin accounts are
discouraged, an Access Person may open or maintain a margin account for
the purchase of securities only with brokerage firms with whom such
Access Person has maintained a regular brokerage account for a minimum
of six months. This provision is subject to waiver by the Trading
Compliance Officer.
2.7 Short-term Trading. The Company discourages short-term
trading. Access Persons should not engage in short-term transactions
(transactions within a 60-day period) to eliminate conflicts presented
by potential front-running transactions.
2.8 New Issues. In view of the potential for conflicts of
interest to Montag & Caldwell's broker relationships, Access Persons
are also discouraged from acquiring new issues of offerings (especially
of common stocks). Access Persons may purchase securities, which are
the subject of an underwritten new issue only when the following
conditions are met:
In no event where such securities are being considered for
clients.
If the above does not apply, purchases can be made only if
prior approval has been given by the Trading Compliance
Officer.
2.9 Private Placements. No Access Person shall purchase any
security, which is the subject of a private offering unless prior
approval has been obtained from the Trading Compliance Officer.
2.10 Short Sales. Access Persons are prohibited from selling any
security short which is held broadly in client portfolios, except that
short sales may be made 'against the box' for tax purposes. Short sales
executed by employees must also comply with the other restrictions of
Section 2.
2.11 Bonds (Corporate and Municipal). On purchases and sales of
$500,000 or greater, personal transactions in a bond shall not be
executed prior to the fulfillment of client needs with the same stated
investment objectives.
Prior Clearance and Execution of Securities Transactions
Access Persons may execute security transactions through their
brokers without checking with Trading assuming that they are executed
in line with this policy.
It will be the responsibility of the Research Department to
determine for purposes of the application of the restrictions of
sub-paragraphs 2.2 those securities being "considered" in accordance
with guidelines developed by the Director of Research. As a result of
such determination a Restricted Stock List, based on current and
upcoming recommendations of securities for purchase or sale, is made
accessible to all employees through an intranet system. This restricted
list should be reviewed prior to placing an order.
Reporting Requirements
4.1 The Company's Obligation. Under Rule 204-2(a) (12), the
Company is required to maintain a record of every transaction in a
security, subject to the restrictions covered in sub-paragraph 2.2, by
which any employee has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership, except (i) transactions
effected in any account over which the employee has no direct or
indirect control, or (ii) transactions in securities which are direct
obligations of the United States.
Under the amendment to Rule 17-j1, the Company is required to
certify that it has adopted procedures reasonably necessary to prevent
Access Persons from violating the investment adviser's code of ethics.
In addition to a record of every transaction in a security, the Company
is required to maintain a record of holding report.
4.2 Access Person's Obligation. Transactions in securities in
which the Access Person has, or by reason of such transaction acquires,
indirect or direct beneficial ownership, subject to the exceptions of
Rule 204-2 as stated above, are required to be filed with the Trading
Compliance Officer. If an Access Person claims to be exempt from the
reporting requirements with respect to any account in which he/she has
direct or indirect beneficial ownership, but over which he/she has no
direct or indirect control in the management process, he should so
advise the Company by letter addressed to the Trading Compliance
Officer, reciting the name of the account, the persons or firms
responsible for its management, and the fact relied on in concluding
that the employee has no direct or indirect control.
Sanctions
Strict compliance with the provisions of this Statement of Policy shall
be considered a basic provision of employment with the Company. An
employee may be required to surrender to the Company, or to the party
or parties it may designate, any profit realized from any transaction
in violation of such provisions. In addition, any breach of such
provisions may constitute grounds for dismissal from employment with
the Company.
Access Persons are urged to consider the reasons for the
adoption of this Statement of Policy. The Company's reputation for fair
and honest dealing with its clients, the Securities and Exchange
Commission, and the investment community in general, has taken many
years to build. This standing could be seriously damaged as the result
of even a single transaction considered questionable in light of the
fiduciary duty the Company owes to its clients. Access Persons are
urged to seek the advice of the Trading Compliance Officer when they
have questions as to the application of this Statement of Policy to
their individual circumstances.
BOARD OF DIRECTORS - ALLEGHANY MUTUAL FUNDS
The Board of Directors of Alleghany Mutual Funds have read and
approved the Personal Trading Policy of Montag & Caldwell, Inc.
Signed___________________________ Date _____________________
