FORTUNE FUND ADMINISTRATION, INC.
TRANSFER AGENT AGREEMENT
THIS AGREEMENT, dated as of December 6, 1996, between
CornerCap Group of Funds (the "Fund"), a Massachusetts
Business Trust operating as an open-end investment company
under the Investment Company Act of 1940, duly organized and
existing under the laws of the State of Massachusetts, and
Fortune Fund Administration, Inc., a corporation organized
under the laws of the State of Georgia ("FFA"), provides as
follows:
WHEREAS, FFA has agreed to act as Transfer Agent for the
purpose of recording the transfer, issuance and redemption of
Shares of the Fund, transferring the Shares of the Fund,
disbursing dividends and other distributions to Shareholders,
filing various tax forms, mailing Shareholder information and
receiving and responding to various Shareholder inquiries;
NOW THEREFORE, for and in consideration of the mutual
covenants and agreements contained herein, the parties do
hereby agree as follows:
SECTION 1. The Fund hereby appoints FFA as its
Transfer Agent and FFA agrees to act in such capacity upon the
terms set forth in this Agreement. This Agreement shall be
effective as to the Balanced Fund, immediately after the
closing of the reorganization transaction between the Balanced
Fund and The Atlanta Growth Fund, Inc. This Agreement shall
be effective as to the Growth Fund shall be effecive on such
date as the parties agree.
SECTION 2. The Fund shall furnish to FFA a supply of
blank Share Certificates and, from time to time, will renew
such supply upon FFA's request. Blank Share Certificates
shall be signed manually or by facsimile signatures of
officers of the Fund and, if required by FFA, shall bear the
Fund's seal or a facsimile thereof.
SECTION 3. FFA shall make original issues of Shares
of the Fund in accordance with SECTIONS 13 and 14 below and
the Fund's then current prospectuses, upon receipt of (i)
Written Instructions requesting the issuance, (ii) a certified
copy of a resolution of the Fund's Board of Trustees
authorizing the issuance, (iii) necessary funds for the
payment of any original issue tax applicable to such
additional Shares, and (iv) an opinion of the Fund's counsel
as to the legality and validity of the issuance, which opinion
may provide that it is contingent upon the filing by the Fund
of an appropriate notice with the Securities and Exchange
Commission, as required by Rule 24f-2 of the Investment
Company Act of 1940, as amended from time to time. If the
opinion described in (iv) above is contingent upon a filing
under such rule, the Fund shall fully indemnify FFA for any
liability arising from the failure of the Fund to comply with
such rule.
SECTION 4. Transfers of Shares of the Fund shall be
registered and, subject to the provisions of SECTION 10, new
Share Certificates shall be issued by FFA upon surrender of
outstanding Share Certificates in the form deemed by FFA to be
properly endorsed for transfer, which form shall include (i)
all necessary endorsers' signatures guaranteed by a member
firm of a national securities exchange or a domestic
commercial bank, (ii) such assurances as FFA may deem
necessary to evidence the genuineness and the effectiveness of
each endorsement, and (iii) satisfactory evidence of
compliance with all applicable laws relating to the payment or
collection of taxes. FFA shall take reasonable measures as
instructed by the Fund and agreed upon by FFA to enable the
Fund to identify proposed transfers that, if effected, will
likely cause the Fund to fall within the Internal Revenue Code
definitions of a personal holding company and shall not make
such transfers contrary to the Fund's instructions without the
prior written approval of the Fund and its counsel.
SECTION 5. FFA shall forward Share Certificates in
"non-negotiable" form by first-class or registered mail, or by
whatever means FFA deems equally reliable and expeditious.
While in transit to the addressee, all deliveries of Share
Certificates shall be insured by FFA as it deems appropriate.
FFA shall not mail Share Certificates in "negotiable" form,
unless requested in writing by the Fund and fully indemnified
by the Fund to FFA's satisfaction.
SECTION 6. In registering transfers of Shares of the
Fund, FFA may rely upon the Uniform Commercial Code or any
other statutes that, in the opinion of FFA's counsel, protect
FAA and the Fund from liability arising from (i) not requiring
complete documentation, (ii) registering a transfer without an
adverse claim inquiry, (iii) delaying registration for
purposes of such inquiry, or (iv) refusing registration
whenever an adverse claim requires such refusal.
SECTION 7. FFA may issue new Share Certificates in
place of those lost, destroyed or stolen, upon receiving
indemnity satisfactory to FFA and may issue new Share
Certificates in exchange for, and upon surrender of, mutilated
Share Certificates as FFA deems appropriate.
SECTION 8. Unless otherwise directed by the Fund, FFA
may issue or register Share Certificates reflecting the
signature, or facsimile thereof, of an officer who has died,
resigned or been removed by the Fund. The Fund shall file
promptly with FFA any approvals, adoptions, or ratifications
of such actions as may be required by law or FFA.
SECTION 9. FFA shall maintain customary stock
registry records for the Fund, noting the issuance, transfer
or redemption of Shares and the issuance and transfer of Share
Certificates. FFA may also maintain for the Fund an account
entitled "Unissued Certificate Account," in which it will
record the Shares, and fractions thereof, issued and
outstanding from time to time for which issuance of Share
Certificates has not been requested. FFA is authorized to
keep records for the Fund, containing the names and last known
addresses of Shareholders and Planholders, and the number of
Shares, and fractions thereof, from time to time owned by them
of which no Share Certificates are outstanding. Each
Shareholder or Planholder will be assigned a single account
number for the Fund, even though Shares held under each Plan
and Shares for which Certificates have been issued will be
accounted for separately. Whenever a Shareholder deposits
Shares represented by Share Certificates in a Plan that
permits the deposit of Shares thereunder, FFA upon receipt of
the Share Certificates registered in the name of the
Shareholder (or if not registered, in proper form for
transfer), shall cancel such Share Certificates, debit the
Shareholder's individual account, credit the Shares to the
Unissued Share Certificate Account pursuant to SECTION 10
below and credit the deposited Shares to the proper Plan
account.
SECTION 10. FFA shall issue Share Certificates for
Shares of the Fund only upon receipt of a written request from
a Shareholder. If Shares are purchased without such request,
FFA shall hereby note on its stock registry records the
issuance of the Shares and fractions thereof and credit the
Unissued Certificate Account and the respective Shareholders'
accounts with the Shares. Whenever Shares, and fractions
thereof, owned by Shareholders are surrendered for redemption,
FFA may process the transactions by making appropriate entries
in the stock transfer records, and debiting the Unissued
Certificate Account and the record of issued Shares
outstanding; it shall be unnecessary for FFA to reissue Share
Certificates in the name of the Fund.
SECTION 11. FFA shall also perform the usual duties
and functions required of a stock transfer agent for a
corporation, including, but not limited to (i) issuing Share
Certificates as Treasury Shares, as directed by Written
Instructions, and (ii) transferring Share Certificates from
one Shareholder to another in the usual manner. FFA may rely
conclusively and act without further investigation upon any
list, instruction, certification, authorization, Share
Certificate or other instrument or paper reasonably believed
by it in good faith to be genuine and unaltered, and to have
been signed, countersigned or executed or authorized by a duly
authorized person or persons, or by the Fund, upon the advice
of counsel for the Fund or for FFA, or upon the net asset
value quotation of the Service Agent, as hereinafter defined.
FFA may record any transfer of Share Certificates which it
reasonably believes in good faith to have been duly
authorized, or may refuse to record any transfer of Share
Certificates if, in good faith, it deems such refusal
necessary in order to avoid any liability on the part of
either the Fund or FFA. The Fund agrees to indemnify and hold
harmless FFA from and against any and all losses, costs,
claims, and liability that it may suffer or incur by reason of
such good faith reliance, action or failure to act.
SECTION 12. FFA shall notify the Fund of any request
or demand for the inspection of the Fund's Share records. FFA
shall abide by the Fund's instructions for granting or denying
the inspection; provided, however, FFA may grant the
inspection without such instructions if it is advised by its
counsel that failure to do so will result in liability to FFA.
SECTION 13. For purposes of this Section, the Fund
hereby instructs FFA to consider Shareholder and Planholder
payments as federal funds on the day indicated below:
(a) for a wire received prior to 12:00 noon Eastern
time, on the same day;
(b) for a wire received on or after 12:00 noon Eastern
time, on the next business day;
(c) for a check received prior to 12:00 noon Eastern
time, on the second business day following receipt; and
(d) for a check received on or after 12:00 noon Eastern
time, on the third business day following receipt.
Immediately after 4:15 p.m. Eastern time or such other time as
the Fund may reasonably specify (the "Valuation Time") on each
day that the Fund and FFA are open for business, FFA shall
obtain from the Fund's Service Agent, as specified by the Fund
in writing to FFA, a quotation (on which it may conclusively
rely) of the net asset value, determined as of the Valuation
Time on that day. On each day FFA is open for business, it
shall use the net asset value determined by the Service Agent
to compute the number of Shares and fractional Shares to be
purchased and the aggregate purchase proceeds to be deposited
with the Custodian. As necessary but no more frequently than
daily (unless a more frequent basis is agreed to by FFA), FFA
shall place a purchase order with the Custodian for the proper
number of Shares and fractional Shares to be purchased and
promptly thereafter shall send written confirmation of such
purchase to the Custodian of the Fund.
SECTION 14. Having made the calculations required by
SECTION 13, FFA shall thereupon pay the Custodian the
aggregate net asset value of Shares of the Fund purchased.
The aggregate number of Shares and fractional Shares purchased
shall then be issued daily and credited by FFA to the Unissued
Certificate Account. FFA shall also credit each Shareholder's
separate account with the number of Shares purchased by such
Shareholder. FFA shall promptly thereafter mail written
confirmation of the purchase to each Shareholder or
Planholder, and if requested, to a specified broker-dealer and
the Fund. Each confirmation shall indicate the prior Share
balance, the new Share balance, the Shares held under a Plan
(if any), the Shares for which Share Certificates are
outstanding (if any), the amount invested and the price paid
for the newly-purchased Shares.
SECTION 15. Prior to the Valuation Time on each
business day, as specified in accordance with SECTION 13
above, FFA shall process all requests to redeem Shares of the
Fund and advise the Custodian of (i) the total number of
Shares of the Fund available for redemption, and (ii) the
number of Shares and fractional Shares of the Fund requested
to be redeemed. Upon confirmation of the net asset value, FFA
shall notify the Fund and the Custodian of the redemption,
apply the redemption proceeds in accordance with SECTION 16
and the Fund's prospectus, record the redemption in the stock
registry books, and the debit the redeemed Shares from the
Unissued Certificate Account and the individual account of the
Shareholder or Planholder.
In lieu of carrying out the redemption procedures
described in the preceding paragraph, FFA may, at the request
of the Fund, sell Shares of the Fund to the Fund as
repurchases from Shareholders and/or Planholders, provided
that the sales price is not less than the applicable
redemption price. The redemption procedures shall then be
appropriately modified.
SECTION 16. The proceeds of redemption shall be
remitted by FFA in accordance with the Fund's then current
prospectus as follows:
(a) By check mailed to the Shareholder or Planholder at
his last known address. The request and stock certificates,
if any, for Shares being redeemed must reflect a guarantee of
the owner's signature by a domestic commercial bank or trust
company or a member firm of a national securities exchange.
If Share Certificates have not been issued to the redeeming
Shareholder or Planholder, the signature of the Shareholder or
Planholder on the redemption request must be similarly
guaranteed. The Fund may authorize FFA in writing to waive
the signature guarantee for any specific transaction or
classes of transactions;
(b) By wire to a designated bank or broker upon
telephone request, without signature guarantee, if such
redemption procedure has been elected on the Shareholder's or
Planholder's account information form. Any change in the
designated bank or broker account will be acted upon FFA only
if made in writing by the Planholder or Shareholder, with
signature guaranteed as required by paragraph (a) above;
(c) In case of an expedited telephone redemption, by
check payable to the Shareholder or Planholder of record and
mailed for deposit to the bank account designated in the
Shareholder account information form; and
(d) By other procedures commonly followed by mutual
funds, as set forth in Written Instructions from the Fund and
mutually agreed upon by the Fund and FFA.
For purposes of redemption of Shares of the Fund that
have been purchased by check within fifteen (15) days prior to
receipt of the redemption request, the Fund shall provide FFA
with Written Instructions concerning the time within which
such requests may be honored.
The authority of FFA to perform its responsibilities
under SECTIONS 15 and 16 shall be suspended if FFA receives
notice of the suspension of the determination of the Fund's
net asset value.
SECTION 17. Upon the declaration of each dividend and
each capital gains distribution by the Fund's Board of
Trustees, the Fund shall notify FFA of the date of such
declaration, the amount payable per Share, the record date for
determining the Shareholders entitled to payment, the payment
and the reinvestment date price.
SECTION 18. On or before such payment date, the Fund
will transfer, or cause the Custodian to transfer, to FFA the
total amount of the dividend or distribution currently
payable. FFA will, on the designated payment date, reinvest
all dividends in additional Shares and shall thereupon pay the
Custodian the aggregate net asset value of the additional
Shares and shall promptly mail to each Shareholder or
Planholder and the net asset value of such Shares; provided,
however, that if a Shareholder or Planholder elects to receive
dividends in cash, FFA shall prepare a check in the
appropriate amount and mail it to him at his last known
address within five (5) business days after the designated
payment date.
SECTION 19. FFA shall maintain records regarding the
issuance and redemption of Shares of the Fund and dividend
reinvestments. Such records will list the transactions
effected for each Shareholder and Planholder and the number of
Shares and fractional Shares owned by each for which no Share
Certificates are outstanding. FFA agrees to make available
upon request and to preserve for the periods prescribed in
Rule 31a-2 of the Investment Company Act of 1940 any records
related to services provided under this Agreement and required
to be maintained by Rule 31a-1 of such Act.
SECTION 20. FFA shall maintain those records necessary
to enable the Fund to file, in a timely manner, Form N-SAR
(semi-annual report) or any successor monthly, quarterly or
annual report required by the Investment Company Act of 1940,
or rules and regulations thereunder.
SECTION 21. FFA shall cooperate with the Fund's
independent public accountants and shall take reasonable
action to make all necessary information available to such
accountants for the performance of their duties.
SECTION 22. In addition to the services described
above, FFA will perform other services for the Fund as
mutually agreed upon in writing from time to time, including,
but no limited to, preparing and filing federal tax forms with
the Internal Revenue Service, mailing federal tax information
to Shareholders, mailing semi-annual Shareholder reports,
preparing the annual list of Shareholders and mailing notices
of Shareholders' meetings, proxies and proxy statements. FFA
shall answer Shareholder inquiries related to their Share
accounts and other correspondence requiring an answer from the
Fund. FFA shall maintain dated copies of written
communications from Shareholders, and replies thereto.
SECTION 23. Nothing contained in this Agreement is
intended to or shall require FFA, in any capacity hereunder,
to perform any functions or duties on any holiday, weekend or
weekday on which day FFA or the New York Stock Exchange 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 New York Stock Exchange
and FFA are open, unless otherwise required by law; provided,
however, that all purchase or redemption requests received by
the Fund for a date on which the Exchange is open but FFA is
not shall be priced and executed "as of" such date on the next
business day FFA is open, unless otherwise required by law.
SECTION 24. The Fund agrees to pay FFA compensation
for its services as set forth in Schedule A attached hereto,
or as shall be set forth in written amendments to such
Schedule approved by the fund and FFA from time to time.
SECTION 25. FFA shall not be liable for any taxes,
assessments or governmental charges that may be levied or
assessed on any basis whatsoever in connection with the Fund,
or any Plan thereof, Shareholder or Planholder, excluding
taxes assessed against FFA for compensation received by it
hereunder.
SECTION 26. FFA shall not be liable for any non-
negligent action taken in good faith and reasonably believed
by FFA to be within the powers conferred upon it by this
Agreement. The Fund shall indemnify FFA and hold it harmless
from and against any and all losses, claims, damages,
liabilities or expenses (including reasonable expenses for
legal counsel) arising directly or indirectly out of or in
connection with this Agreement; provided such loss, claim,
damage, liability or expense is not the direct result of FFA
negligence or willful misconduct, and provided further that
FFA shall give the Fund notice and reasonable opportunity to
defend any such loss, claim, etc. in the name of the Fund or
FFA, or both. Without limiting the foregoing:
(a) FFA may rely upon the advice of the Fund or counsel
to the Fund or FFA, and upon statements of accountants,
brokers and other persons believed by FFA in good faith to be
experts in the matters upon which they are consulted. FFA
shall not be liable for any action taken in good faith
reliance upon such advice or statements;
(b) FFA shall not be liable for any action reasonably
taken in good faith reliance upon any Written Instructions,
Oral Instructions, including the Service Agent's net asset
value quotation, or certified copy of any resolution of the
Fund's Board of Trustees; provided, however, that upon receipt
of a Written Instruction countermanding a prior Written or
Oral Instruction that has not been fully executed by FFA, FFA
shall verify the content of the second Written Instruction and
honor it, to the extent possible. FFA may rely upon the
genuineness of any such document, or copy thereof, reasonably
believed by FFA in good faith to have been validly executed;
(c) FFA may rely, and shall be protected by the Fund in
acting upon any signature, instruction, request, letter of
transmittal, certificate, opinion of counsel, statement,
instrument, report, notice, consent, order, or other paper or
document reasonably believed by it in good faith to be genuine
and to have been signed or presented by the purchaser, Fund or
other proper party or parties; and
(d) The Fund shall, as soon as possible, amend its
prospectus to conform with the provisions of this Agreement
and make all necessary filings of the amended prospectus, and
shall indemnify FFA for any loss, claim or expense resulting
from FFA's reliance upon the Fund's representations in this
Agreement, notwithstanding a contrary representation in its
prospectus.
SECTION 27. Upon receipt of Written Instructions, FFA
is authorized to make payment upon redemption of Shares
without a signature guarantee. The Fund hereby agrees to
indemnify and hold FFA harmless from any and all expenses,
damages, claims, suits, liabilities, action, demands or losses
whatsoever arising out of or in connection with a payment by
FFA for redemption of Shares without a signature guarantee.
Upon the request of FFA, the Fund shall assume the entire
defense of any such action, suit or claim. FFA shall notify
the Fund in a timely manner of any such action, suit or claim.
SECTION 28. The Fund shall deliver or cause to be
delivered over to FFA (i) an accurate list of Shareholders of
the Fund, showing each Shareholder's last known address,
number of Shares owned and whether such Shares are represented
by outstanding Share Certificates or by non-certificated Share
accounts, (ii) all records relating to Plans of the Fund,
including original applications signed by the Planholders and
original plan accounts recording payment, deductions,
reinvestments, withdrawals and liquidations, and (iii) all
Shareholder records, files, and other materials necessary or
appropriate for proper performance of the functions assumed by
FFA under this Agreement (collectively referred to as the
"Materials"). The Fund shall indemnify and hold FFA harmless
from any and all expenses, damages, claims, suits,
liabilities, actions, demands and losses arising out of or in
connection with any error, omission, inaccuracy or other
deficiency of such Materials, or out of the failure of the
Fund to provide any information needed by FFA to knowledgeably
perform its functions.
SECTION 29. FFA shall, at all times, act in good faith
and shall use whatever methods it deems appropriate to ensure
the accuracy of all services performed under this Agreement.
FFA shall be liable only for loss or damage due to errors
caused by FFA's negligence, bad faith or willful misconduct or
that of its employees.
SECTION 30. This Agreement may be amended from time to
time by a written supplemental agreement executed by the Fund
and FFA and without notice to or approval of the Shareholders
or Planholders; provided the intent and purposes of any Plan,
as stated from time to time in the Fund's prospectus, are
observed. The parties hereto may adopt procedures as may be
appropriate or practical under the circumstances, and FFA may
conclusively rely on the determination of the Fund that any
procedure that has been approved by the Fund does not conflict
with or violate any requirement of its Declaration of Trust,
By-Laws or prospectus, or any rule, regulation or requirement
of any regulatory body.
SECTION 31. The Fund shall file with FFA a certified
copy of the operative resolution of its Board of Trustees
authorizing the execution of Written Instructions or the
transmittal of Oral Instructions.
SECTION 32. The terms, as defined in this SECTION,
whenever used in this Agreement or in any amendment or
supplement hereto, shall have the meanings specified below,
insofar as the context will allow:
(a) The Fund: The term Fund shall mean CornerCap Group
of Funds;
(b) Custodian: The term Custodian shall mean Wachovia
Bank or the financial institution selected as successor by the
Fund;
(c) Series: The term Series shall mean CornerCap Growth
Fund and CornerCap Balanced Fund and/or such other Series of
the Fund as may be registered;
(d) Securities: The term Securities shall mean bonds,
debentures, notes, stocks, shares, evidences of indebtedness,
and other securities and investments from time to time owned
by the Fund;
(e) Share Certificates: The term Share Certificates
shall mean the stock certificates for the Shares of the Fund;
(f) Shareholders: The term Shareholders shall mean the
registered owners from time to time of the Shares of the Fund,
as reflected on the stock registry records of the Fund;
(g) Shares: The term Shares shall mean the issued and
outstanding shares of beneficial interest of the Fund;
(h) Oral Instructions: The term Oral Instructions shall
mean an authorization, instruction, approval, item or set of
data, or information of any kind transmitted to FFA in person
or by telephone, vocal telegram or other electronic means, by
a person or persons reasonably authorized by a resolution of
the Board of Trustees of the Fund to give Oral Instructions on
behalf of the Fund;
(i) Written Instructions: The term Written Instructions
shall mean an authorization, instruction, approval, item or
set of data, or information of any kind transmitted to FFA in
original writing containing original signatures, or a copy of
such document transmitted by telecopy, including transmission
of such signature, or other mechanical or documentary means,
at the request of a person or persons reasonably believed in
good faith by FFA to be a person or persons authorized by a
resolution of the Board of Trustees of the Fund to give
Written Instructions on behalf of the Fund;
(j) Plan: The term Plan shall include such investment
plan, dividends or capital gains reinvestment plans,
systematic withdrawal plans or other types of plans set forth
in the then current prospectus of the Fund (excluding any
qualified retirement plan that is a Shareholder of the Fund)
in a form acceptable to FFA, adopted by the Fund from time to
time and made available to its Shareholders, including plans
or accounts by self-employed individuals or partnerships; and
(k) Planholder: The term Planholder shall mean a
Shareholder who, at the time of reference, is participating in
a Plan, including any underwriter, representative or broker-
dealer.
SECTION 33. In the event that any check or other order
for the payment of money is returned unpaid for any reason,
FFA shall promptly notify the Fund of the non-payment.
SECTION 34. Either party may give sixty (60) days'
written notice to the other of the termination of this
Agreement, such termination to take effect at the time
specified in the notice.
SECTION 35. 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.
Notice to the Fund shall be given as follows until
further notice:
CornerCap Group of Funds
000 Xxxxxxxxxx, Xxxxx 000
0000 Xxxxxxxxx Xxxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
ATTENTION: Xxxxxx X. Xxxxx
Notice to FFA shall be given as follows until further
notice:
Fortune Fund Administration, Inc.
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
ATTENTION: Xxxxxxx X. Xxxxxxx
SECTION 36. The Fund represents and warrants to FFA
that the execution and delivery of this Transfer Agent
Agreement by the undersigned officer of the Fund has been duly
and validly authorized by resolution of the Fund's Board of
Trustees. FFA represents and warrants to the Fund that it is
a duly registered Transfer Agent as defined in Section 17A of
the Securities Exchange Act of 1934 and that the execution and
delivery of this Agreement by the undersigned officer of FFA
has also been duly and validly authorized.
SECTION 37. This Agreement may be executed in more
than one counterpart, each of which shall be deemed to be an
original.
SECTION 38. This Agreement shall extend to and shall
bind the parties hereto and their respective successors and
assigns; provided, however, that this Agreement shall not be
assignable by the Fund without the written consent of FFA or
by FFA without the written consent of the Fund, authorized or
approved by a resolution of the Fund's Board of Trustees.
SECTION 39. This Agreement shall be governed by the
laws of the State of Georgia.
WITNESS the following signatures:
CORNERCAP GROUP OF FUNDS
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Title: President
FORTUNE FUND ADMINISTRATION,
INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Title: President
