FORM OF
FIRST AMENDMENT TO
DISTRIBUTION AGREEMENT
This First Amendment to the Distribution Agreement by and between The
CornerCap Group of Funds (the "Trust") and ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. (the
"Underwriter"), dated as of March 31, 1995 (the "Distribution Agreement"), is
made as of December 6, 1996.
W I T N E S S E T H:
WHEREAS, the Underwriter acts as distributor and principal underwriter for
the Trust pursuant to the Distribution Agreement;
WHEREAS, the Trust divided its common stock into two separate classes as
follows, each representing a separate portfolio of investments: CornerCap
Growth Fund Common Stock and CornerCap Balanced Fund Common Stock (collectively,
the "Funds");
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
Underwriter agree as follows:
1. DEFINITIONS. For purposes of the Distribution Agreement, the meaning of
the word "Shares" shall be amended to refer to the shares of common stock
in the Trust, regardless of whether such shares are classified into one or
more separate funds of the Trust.
2. APPOINTMENT OF DISTRIBUTOR. The Trust hereby appoints and constitutes the
Underwriter as distributor and principal underwriter for all the Shares of
the Trust, and the Underwriter accepts such appointment as to the Shares of
each Fund and agrees to perform the duties set forth in the Distribution
Agreement. By virtue of this First Amendment, the Underwriter's functions
as to each Fund under the Distribution Agreement will be treated separate
and the Distribution Agreement shall be so interpreted. Any reimbursements
or other payments required pursuant to the Distribution Agreement shall
apply to each Fund separately.
3. Agreement Binding Only on Fund Property. The Distributor understands that
the obligations of this Amendment or the Distribution Agreement are not
binding upon any shareholder of the Trust personally, but bind only the
Trust property. The Distributor represents that it has notice of the
provisions of the Trust disclaiming shareholder liability for acts.
4. NO FURTHER AMENDMENTS. Except as amended herein, the Distribution
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 Distribution Agreement to be executed by their duly authorized officers as
of the day and year first above written.
UNDERWRITER TRUST:
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. The CornerCap Group of Funds
By: By:
------------------------------- -------------------------------
Print Name: Print Name:
----------------- -------------------
Title: Title:
---------------------- ------------------------
Attest: Attest:
By: By:
------------------------------- -------------------------------
Print Name: Print Name:
----------------- -------------------
Title: Title:
---------------------- ------------------------