Exhibit 8(c)(2)
FIRST AMENDMENT TO
TRANSFER AGENT AGREEMENT
This First Amendment to the Transfer Agent Agreement by and
between The CornerCap Group of Funds (the "Fund") and Fortune
Fund Administration, Inc. (the "Transfer Agent"), dated as of
_____________, 1996 (the "Transfer Agent Agreement"), is made as
of ______________, 1998.
W I T N E S S E T H:
WHEREAS, the Transfer Agent acts as transfer agent for the
Fund pursuant to the Transfer Agent 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 Fund and Transfer Agent agree
as follows:
1. FEES AND EXPENSES. Notwithstanding any contrary provision
in the Transfer Agent 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 Transfer Agent
by the Fund under Section 24 and any other terms of the Transfer
Agent Agreement. The Fund is not responsible for the Fees and
Expenses after the date of this amendment to the Transfer Agent
Agreement.
2. NO FURTHER AMENDMENTS. Except as amended herein, the
Transfer Agent 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 Transfer Agent Agreement to be executed by
their duly authorized officers as of the day and year first above
written.
FORTUNE FUND ADMINISTRATION, THE CORNERCAP GROUP OF FUNDS
INC.
By: ________________________ By:__________________________
Title:______________________ Title:_______________________
Attest: Attest:
By:_________________________ By:___________________________
Title:______________________ Title:________________________
ACKNOWLEDGED AND ACCEPTED BY:
CORNERCAP INVESTMENT
COUNSEL, INC.
By:_________________________
Title:______________________
