FORM OF
ADMINISTRATIVE AGREEMENT
AGREEMENT dated ____________ between the CORNERCAP GROUP OF
FUNDS (the "Trust"), a diversified, open-end management
investment company, duly organized as a business trust in
accordance with the laws of the Commonwealth of Massachusetts,
and Fortune Fund Administration Inc. ("FFA"), a corporation duly
organized as a corporation in accordance with the laws of the
State of Georgia.
WITNESSETH THAT:
WHEREAS, the Trust desires to appoint FFA as its
Administrator to (i) perform certain recordkeeping and
shareholder servicing functions required of a duly registered
investment company to comply with certain provisions of federal,
state and local law, rules and regulations, (ii) prepare and file
certain financial and other reports (including internal financial
reports, quarterly, semi-annual and annual reports to
shareholders, Form N-SAR reports and post-effective amendments to
the Fund's registration statement), (iii) perform certain daily
functions in connection with on-going operations of the Trust,
and (iv) provide ministerial services to implement the investment
decisions of the Trust and its investment manager (collectively,
the "services"); and
WHEREAS, FFA is willing to perform directly or to sub-
contract to qualified service providers such functions upon the
terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, the parties hereto, intending
to be legally bound, agree as follows:
Section 1. The Trust hereby appoints FFA as its
administrator to perform the services and such other functions as
may be outlined in this Agreement, all as may be requested by the
Trust, and CCC accepts such appointment on the terms and
conditions of this Agreement.
Section 2. As part of its administrative functions
hereunder, FFA shall examine and review certain of the Trust's
shareholder records and documents in order to determine and/or
recommend how such records and documents shall be maintained.
FFA, upon receipt of necessary information and Written or Oral
Instructions from the Trust, shall maintain and keep current such
shareholder records and documents.
It shall be the responsibility of the Trust or its agents to
furnish FFA with the net asset value per share, declaration,
record and payment dates and amounts of any dividends or income
and any other special actions required concerning each of its
securities.
FFA shall maintain such shareholder records above mentioned
as required by regulation and as agreed upon between the Trust
and FFA.
Section 3. The Trust shall confirm to the Trust's Transfer
Agent all Share purchases and redemptions effected through the
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Trust or its distributor. FFA shall receive from the Trust's
Transfer Agent daily reports of Share purchases, redemptions, and
total Shares outstanding. Reports of purchases and redemptions
so received shall be deemed to be Share orders to the Trust and
shall be deemed to be orders accepted by the Trust when so
received.
FFA shall reconcile its records of outstanding Shares and
shareholder accounts with the Trust's Transfer Agent periodically
and at least monthly.
Section 4. FFA shall also provide assistance to the Trust
in the servicing of shareholder accounts, which may include
telephone and written conversations, assistance in redemptions,
exchanges, transfers and opening accounts as may be required from
time to time. FFA shall, at the direction of the Trust, also
prepare and maintain the Trust's Blue Sky registrations. FFA
shall, in addition, provide such additional administrative
management and services as it and the Trust may from time to time
agree. FFA may employ such other persons as it may deem
appropriate to perform any services required to be provided by
FFA hereunder, provided that FFA shall remain liable to the full
extent provided herein as if there were no delegation and that
FFA shall be solely responsible for the fees and expenses of such
other persons
Section 5. The accounts and records maintained by FFA shall
be the property of the Trust, and shall be made available to the
Trust, within a reasonable period of time, upon demand. FFA
shall assist the Trusts independent auditors, or upon approval of
the Trust, or upon demand, any regulatory body, in any requested
review of the Trust's accounts and records but shall be
reimbursed for all expenses and employee time (see rates at
Schedule A) invested in any such review outside of routine and
normal periodic reviews. Upon receipt from the Trust of any
necessary information, FFA shall assist the Trust and its
auditors in organizing necessary data for the Trust's completion
of any necessary tax returns, questionnaires, periodic reports to
Shareholders and such other reports and information requests as
the Trust and FFA shall agree upon from time to time.
Section 6. FFA and the Trust may from time to time adopt
procedures they agree upon, and, absent knowledge to the
contrary, FFA may conclusively assume that any procedure approved
by the Trust or directed by the Trust, does not conflict with or
violate any requirements of its Prospectus, Articles of
Incorporation, by-laws, or any rule or regulation of any
regulatory body or governmental agency. The Trust shall be
responsible for notifying FFA of any changes in regulations or
rules which might necessitate changes in the Trust's procedures.
Section 7. FFA may relay upon the advice of the Trust and
upon statements of the Trust's lawyers, accountants and other
persons believed by it in good faith to be expert in matters upon
which they are consulted, and FFA shall not be liable for any
actions taken in good faith upon such statements.
Section 8. FFA shall not be liable for any actions taken in
good faith reliance upon any authorized Oral Instructions, any
Written Instructions, and certified copy of any resolution of the
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Board of Trustees of the Trust or any other document reasonably
believed by FFA to be genuine and to have been executed or signed
by the proper person or persons.
FFA shall not be held to have notice of any change of
authority of any officer, employee or agent of the Trust until
receipt of notification thereof by the Trust.
The Trust shall indemnify and hold FFA harmless from any and
all expenses, damages, claims, suits, liabilities, actions,
demands and losses whatsoever arising out of or in connection
with any error, omission, inaccuracy or other deficiency of any
information provided to FFA by the Trust (except information
provided by agents of the Trust who are in any way affiliated
with FFA), or the failure of the Trust to provide any information
needed by FFA knowledgeably to perform its functions hereunder
(excluding any such failure by an agent of the Trust who is in
any way affiliated with FFA). Also, the Trust shall indemnify
and hold harmless FFA from all claims and liabilities (including
reasonable expenses for legal counsel) incurred by or assessed
against FFA in connection with the performance of this agreement,
except such as may arise from FFA's own negligent action,
omission or willful misconduct; provided, however, that before
confessing any claim against it, FFA shall give the Trust
reasonable opportunity to defend against such claim in the name
of the Trust or FFA or both.
Section 9. The Trust agrees to pay FFA compensation for its
services and to reimburse it for expenses, as set forth in
Schedule A attached hereto, or as shall be set forth in
amendments to such schedule approved by the Trust's Board of
Trustees and FFA.
Section 10. Except as required by laws and regulations
governing investment companies, nothing contained in FAA
Agreement is intended to or shall require FFA, in any capacity
hereunder, to perform any functions or duties on any holiday or
other day of special observance on which FFA is closed.
Functions or duties normally scheduled to be performed on such
days shall be performed on, and as of, the next business day on
which both the Trust and FFA are open.
Section 11. Either the Trust or FFA may give written notice
to the other of the termination of this Agreement, such
termination to take effect at the time specified in the notice,
which time shall be not less than 60 days from the giving of such
notice. Such termination shall be without penalty.
Section 12. Any notice or other communication required by
or permitted to be given in connection with this Agreement shall
be in writing, and shall be delivered in person or sent by first-
class mail, postage prepaid, to the respective parties at their
last known address, except that Oral Instructions may be given if
authorized by the Board of the Trust and preceded by the
certificate from the Trust's secretary so attesting.
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Notices to the Trust shall be directed to:
000 Xxxxxxxxxx
Xxxxx 000
0000 Xxxxxxxxx Xxxxxxx, XX
Xxxxxxx, XX 00000
Attn.: Board of Trustees, CornerCap Group of Funds
Notices to FFA shall be directed to:
0000 Xxxxxxxxx Xxxxxx, XX
Xxxxx 000
Xxxxxxx, XX 00000-0000
Attn.: Xxxxxxx X. Xxxxxxx
Section 13. This Agreement may be executed in two or more
counterparts, each of which, when so executed, shall be deemed to
be an original, but such counterparts shall together constitute
but one and the same instrument.
Section 14. This Agreement shall extend to and shall be
binding upon the parties hereto and their respective successors
and assigns; provided, however, that this Agreement shall not be
assignable by the Trust without the written consent of FFA, or by
FFA without the written consent of the Trust, authorized or
approved by a resolution of its Board of Trustees.
Section 15. This Agreement shall be governed by the laws of
the State of Georgia.
Section 16. FFA understands that the obligations of this
Agreement are not binding upon any shareholder or trustee of the
Fund personally, but bind only the Fund s property; FFA
represents that it has notice of the provisions of the Fund s
Declaration of Trust disclaiming shareholder and trustee
liability for acts or obligations of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their duly authorized officers as of
the day and year first above written.
CORNERCAP GROUP OF FUNDS FORTUNE FUND ADMINISTRATION,
INC
By:____________________________ By:_________________________
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxx
President President
SCHEDULE A
Pursuant to Section 9 of the Administration Agreement, dated
__________, by and between the CornerCap Group of Funds (the
"Trust") and Fortune Fund Administration, Inc. ("FFA"), the Trust
shall pay FFA a fee calculated and paid monthly as follows:
A. For the performance of all services and other functions
outlined in the Agreement and such other services as the Trust
and FFA may agree, FFA shall be paid at the rate of 1/12th times
.20% (twenty basis points) times the prior month ending net asset
value for the Fund, up to a maximum of $4,000.00 per month. The
minimum annual fee shall be $12,000.
B. In addition to the foregoing, the Trust shall reimburse
FFA for any reasonable out-of-pocket expenses incurred by it,
including but not limited to: postage, long distance telephone,
special forms required by the Trust, any travel which may be
required in the performance of its duties to the Trust and any
other extraordinary expenses it may incur in connection with its
services to the Trust, if such extraordinary expenses are
approved in advance by the Trust. FFA will use the accountants
and attorneys to the Trust when possible whenever these type
services are required.
CORNERCAP GROUP OF FUNDS
By:______________________
Xxxxxx X. Xxxxx
President
FORTUNE FUND ADMINISTRATION, INC
By:______________________
Xxxxxxx X. Xxxxxxx
President
