Exhibit 8(b)(2)
FIRST AMENDMENT TO
ACCOUNTING SERVICES AGREEMENT
This First Amendment to the Accounting Services Agreement by
and between The CornerCap Group of Funds (the "Trust") and
Fortune Fund Administration, Inc. (the "Administrator"), dated as
of December 6, 1996 (the "Accounting Services Agreement"), is
made as of ______________, 1998.
W I T N E S S E T H:
WHEREAS, the Administrator acts as accounting services
provider for the Trust pursuant to the Accounting Services
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 Administrator agree
as follows:
1. FEES AND EXPENSES. Notwithstanding any contrary provision
in the Accounting Services 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
Administrator by the Trust under Section 12 or any other terms of
the Accounting Services Agreement. The Trust is not responsible
for the Fees and Expenses after the date of this amendment to the
Accounting Services Agreement.
2. NO FURTHER AMENDMENTS. Except as amended herein, the
Accounting Services 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 Accounting Services Agreement to be
executed by their duly authorized officers as of the day and year
first above written.
FORTUNE FUND ADMINISTRATION, INC. THE CORNERCAP GROUP OF FUNDS
By:_________________________ By:__________________________
Title:______________________ Title:_______________________
Attest: Attest:
By:_________________________ By:__________________________
Title:______________________ Title:_______________________
ACKNOWLEDGED AND ACCEPTED BY:
CORNERCAP INVESTMENT
COUNSEL, INC.
