FORM OF
FIRST AMENDMENT TO
ADMINISTRATIVE AGREEMENT
This First Amendment to the Administrative Agreement by and
between The CornerCap Group of Funds (the "Trust") and Fortune
Fund Administration, Inc. (the "Administrator"), dated as of
December 6, 1996 (the "Administrative Agreement"), is made as of
______________, 1998.
W I T N E S S E T H:
WHEREAS, the Administrator acts as distributor and principal
Administrator for the Trust pursuant to the Administrative
Agreement;
NOW, THEREFORE, in consideration of these premises, the
mutual covenants and agreements hereinafter contained and other
good and valuable consideration, the amount and sufficiency of
which are hereby acknowledged, the Trust and Administrator agree
as follows:
1. FEES AND EXPENSES. Notwithstanding any contrary provision
in the Administrative Agreement, CornerCap Investment Counsel,
Inc. will pay any and all fees and reimburse any and all expenses
(the "Fees and Expenses") due and payable to the Administrator by
the Trust under Section 9 and any other terms of the
Administrative Agreement. The Trust is not responsible for the
Fees and Expenses after the date of this amendment to the
Administrative Agreement.
2. NO FURTHER AMENDMENTS. Except as amended herein, the
Administrative Agreement shall continue in full force and effect
pursuant to its terms.
IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to the Administrative Agreement to be executed by
their duly authorized officers as of the day and year first above
written.
FORTUNE FUND ADMINISTRATION, INC. THE CORNERCAP GROUP OF FUNDS
By:_________________________ By:__________________________
Title:______________________ Title:_______________________
Attest: Attest:
By:_________________________ By:__________________________
Title:______________________ Title:_______________________
ACKNOWLEDGED AND ACCEPTED BY:
CORNERCAP INVESTMENT
COUNSEL, INC.
By:__________________________
Title:_______________________
