Exhibit 8(a)(2)
FORM OF
FIRST AMENDMENT TO
CUSTODY AGREEMENT
This First Amendment to the Custody Agreement by and between
The CornerCap Group of Funds (the "Trust") and Wachovia Bank of
North Carolina, N.A. (the "Custodian"), dated as of October 30,
1992 (the "Custody Agreement"), is made as of ______________,
1998.
W I T N E S S E T H:
WHEREAS, the Custodian acts as custodian of the assets of
the Trust pursuant to the Custody 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 the Custodian agree
as follows:
1. FEES AND EXPENSES. Notwithstanding any contrary provision
in the Custody 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 Custodian by the
Trust under the terms of the Custody Agreement. The Trust is not
responsible for the Fees and Expenses after the date of this
amendment to the Custody Agreement.
2. NO FURTHER AMENDMENTS. Except as amended herein, the
Custody 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 Custody Agreement to be executed by their
duly authorized officers as of the day and year first above
written.
WACHOVIA BANK OF NORTH THE CORNERCAP GROUP OF FUNDS
CAROLINA, N.A.
By:_________________________ By:__________________________
Title:______________________ Title:_______________________
Attest: Attest:
By:_________________________ By:__________________________
Title:______________________ Title:_______________________
ACKNOWLEDGED AND ACCEPTED BY:
CORNERCAP INVESTMENT
COUNSEL, INC.
By:__________________________
Title:_______________________