ADMINISTRATIVE AGREEMENT
AGREEMENT dated as of December 6, 1996 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 has one class of shares which may be
divided into two or more series or funds, each representing an
interest in a separate portfolio of investments; and
WHEREAS, the shres of the Trust have been divided into
two series known as the CornerCap Growth Fund and the
CornerCap growth Fund and the CornerCap Balanced Fund
(collectively, the "Funds"); and
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 FFA accepts such appointment on the terms
and conditions of this Agreement. This Agreement shall be
effective, as to the balanced fund, immediately upon the
closing of hte reorganization between such fund and The
Atlanta Growth Fund, Inc. This Agreement shall be effective
as to the Growth Fund at such future time as the parties
agree.
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 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 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.
Notices to the Trust shall be directed to:
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Attn.: Board of Trustees, CornerCap Group of Funds
Notices to FFA shall be directed to:
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Attn.: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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's personally, but bind only the Funds' property; FFA
represents that it has notice of the provisions of the Trust's
Declaration of Trust disclaiming shareholder and trustee
liability for acts or obligations of the Trust and the Funds.
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: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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President President
SCHEDULE A
Pursuant to Section 9 of the Administration Agreement,
dated December 6, 1996, 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 each Fund in the Trust, up to a
maximum of $4,000.00 per month per Fund. The minimum annual
fee shall be $12,000 per fund.
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: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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President
FORTUNE FUND ADMINISTRATION, INC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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President
