Cornercap Group of Funds /Va/ Sample Contracts

FORM OF FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • December 2nd, 1996 • Cornercap Group of Funds /Va/
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FORM OF
Investment Advisory Agreement • December 2nd, 1996 • Cornercap Group of Funds /Va/
BETWEEN
Custody Agreement • August 3rd, 2004 • Cornercap Group of Funds /Va/
DISTRIBUTION AGREEMENT
Distribution Agreement • July 28th, 2015 • Cornercap Group of Funds /Va/ • Delaware

THIS AGREEMENT is made and entered into as of this 13th day of April, 2015 by and between CornerCap Group of Funds, a Massachusetts business trust (the "Client") and Foreside Fund Services, LLC, a Delaware limited liability company (the "Distributor").

MANAGED PORTFOLIO SERIES INVESTMENT ADVISORY AGREEMENT
Managed Portfolio Series • August 25th, 2022 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 17th day of August 2022, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and CornerCap Investment Counsel, Inc., a Georgia corporation (the “Adviser”).

DISTRIBUTION AGREEMENT
Distribution Agreement • July 27th, 2012 • Cornercap Group of Funds /Va/ • Colorado

This Distribution Agreement (the “Agreement”) made effective as of Nov. 1st, 2011, by and between CornerCap Group of Funds, a Massachusetts business trust (the “Trust”) and ALPS Distributors, Inc., a Colorado corporation (the “Distributor”).

CORNERCAP SMALL-CAP VALUE FUND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 27th, 2008 • Cornercap Group of Funds /Va/

AMENDED AND RESTATED AGREEMENT made this 31st day of May, 2007, by and between The CornerCap Group of Funds, a Massachusetts business trust (the “Trust”) and CornerCap Investment Counsel, Inc. (the "Advisor") for the CornerCap Small-Cap Value Fund (the “Fund”).

EXHIBIT A AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • December 2nd, 1996 • Cornercap Group of Funds /Va/ • Georgia
AMENDED & RESTATED OPERATING SERVICES AGREEMENT
Operating Services Agreement • July 29th, 2011 • Cornercap Group of Funds /Va/ • Georgia

This Agreement is made and entered into as of the 19th day of May, 2011, by and between CornerCap Balanced Fund, through the CornerCap Group of Funds, a Massachusetts Business Trust (the “Fund”), and CornerCap Investment Counsel, Inc., a Georgia corporation (hereinafter referred to as “Manager”).

CORNERCAP Large/Mid-Cap Value FUND AMENDMENT No. 2 TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 14th, 2015 • Cornercap Group of Funds /Va/

This AMENDMENT No. 2 is entered into as of December 15, 2015, to the Amended and Restated Investment Advisory Agreement ("Advisory Agreement"), dated May 31, 2007 and amended as of May 16, 2013, by and between The CornerCap Group of Funds, a Massachusetts business trust (the "Trust") and CornerCap Investment Counsel, Inc. (the "Adviser") for the CornerCap Large/Mid-Cap Value Fund (previously known as the Contrarian Fund and, prior to that, the Emerging Growth Fund) (the "Fund").

AMENDED AND RESTATED OPERATING SERVICES AGREEMENT
Operating Services Agreement • July 22nd, 2016 • Cornercap Group of Funds /Va/ • Georgia

This AMENDED AND RESTATED OPERATING SERVICES AGREEMENT to the Operating Services Agreement, dated May 19, 2011, is entered into as of July 20, 2016, by and between CornerCap Balanced Fund, through the CornerCap Group of Funds, a Massachusetts Business Trust (the "Fund"), and CornerCap Investment Counsel, Inc., a Georgia corporation (hereinafter referred to as "Manager").

FUND ACCOUNTING AND ADMINISTRATION AGREEMENT
Fund Accounting and Administration Agreement • July 28th, 2006 • Cornercap Group of Funds /Va/ • Colorado

AGREEMENT made this 1st day of August, 2005, between CornerCap® Group of Funds (the “Fund”) a Massachusetts Business Trust, CornerCap Investment Counsel, Inc. a Georgia corporation (the “CornerCap”), and ALPS Mutual Funds Services, Inc., (“ALPS”) a Colorado corporation.

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT CORNERCAP LARGE/MID-CAP VALUE FUND
Expense Limitation Agreement • July 27th, 2012 • Cornercap Group of Funds /Va/

This Agreement is made and entered into effective October 1, 2011, by and between the CornerCap Large/Mid-Cap Value Fund (the `Fund”), a series of shares of the CornerCap Group of Funds (the “Trust”) and CornerCap Investment Counsel, Inc. (the `“Adviser”).

FORM OF
Accounting Services Agreement • December 2nd, 1996 • Cornercap Group of Funds /Va/
EXPENSE LIMITATION AGREEMENT CORNERCAP LARGE/MID-CAP VALUE FUND
Expense Limitation Agreement • July 29th, 2011 • Cornercap Group of Funds /Va/

This Agreement is made and entered into effective May 19, 2011, by and between the CornerCap Large/Mid-Cap Value Fund (the “Fund”), a series of shares of the CornerCap Group of Funds (the “Trust”) and CornerCap Investment Counsel, Inc. (the “Adviser”).

CORNERCAP BALANCED FUND AMENDMENT No. 1 TO EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 22nd, 2016 • Cornercap Group of Funds /Va/

This AMENDMENT No. 1 is entered into as of April 1, 2016, to the Expense Limitation Agreement ("Agreement"), dated October 1, 2011, by and between the CornerCap Balanced Fund (the "Fund"), a series of shares of the CornerCap Group of Funds, a Massachusetts business trust (the "Trust"), and CornerCap Investment Counsel, Inc. (the "Adviser").

FORM OF
Distribution Plan • December 2nd, 1996 • Cornercap Group of Funds /Va/
AMENDED AND RESTATED ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Pricing Services Agreement • July 29th, 2014 • Cornercap Group of Funds /Va/ • Colorado

THIS AGREEMENT is made as of August 15, 2013, between the CornerCap Group of Funds, organized as a business trust under the laws of Massachusetts (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”). This Agreement amends and restates in its entirety the prior Administration, Bookkeeping and Pricing Services Agreement entered between the parties on August 1, 2005.

FORM OF
Accounting Services Agreement • November 26th, 1996 • Cornercap Group of Funds /Va/ • Virginia
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TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • July 29th, 2005 • Cornercap Group of Funds /Va/ • Colorado

Transfer Agency and Services Agreement (the “Agreement”) made this 1st day of August, 2005, between CornerCap® Group of Funds, a Massachusetts Business Trust (the “Fund”), CornerCap Investment Counsel, Inc., a Georgia corporation (“CornerCap”) and ALPS Mutual Funds Services, Inc., a Colorado corporation (the “Transfer Agent”).

CORNERCAP Large/Mid-Cap Value FUND AMENDMENT No. 1 TO AMENDED AND RESTATED OPERATING SERVICES AGREEMENT
Operating Services Agreement • December 14th, 2015 • Cornercap Group of Funds /Va/

This AMENDMENT No. 1 is entered into as of December 15, 2015, to the Amended and Restated Operating Services Agreement ("Services Agreement"), dated May 19, 2011, by and between The CornerCap Group of Funds, a Massachusetts business trust (the "Trust") and CornerCap Investment Counsel, Inc. (the "Adviser") for the CornerCap Large/Mid-Cap Value Fund (previously known as the Contrarian Fund and, prior to that, the Emerging Growth Fund) (the "Fund").

DISTRIBUTION AGREEMENT
Managed Portfolio Series • September 28th, 2022 • Managed Portfolio Series • Delaware

by Distributor or the Fund (directly or through its transfer agent) from time to time. All purchase orders Dealer submits are subject to acceptance or rejection, and Distributor reserves the right to suspend or limit the sale of Shares. Dealer is not authorized to make any representations concerning Shares except such representations as are contained in the Prospectus and in such supplemental written information that the Fund or Distributor (acting on behalf of the Fund) may provide to Dealer with respect to a Fund. All orders that are accepted for the purchase of Shares shall be executed at the next determined public offering price per share (i.e., the net asset value (“NAV”) per share plus the applicable sales load, if any) and all orders for the redemption of Shares shall be executed at the next determined NAV per share and subject to any applicable redemption fee or contingent deferred sales load, in each case as described in the Prospectus.

SERVICES AGREEMENT
Services Agreement • July 28th, 2015 • Cornercap Group of Funds /Va/ • Delaware

AGREEMENT dated as of the 1st day of April, 2015, by and between CornerCap Group of Funds, a business trust organized under the laws of the Commonwealth of Massachusetts, with its principal office and place of business at The Peachtree, Suite 1700, 1355 Peachtree Street NE, Atlanta, Georgia 30309 (the "Trust"), Atlantic Fund Administration, LLC (d/b/a Atlantic Fund Services), a Delaware limited liability company, with its principal office and place of business at Three Canal Plaza, Portland, Maine 04101 (together with its successors in interest, "Atlantic FA"), and Atlantic Shareholder Services, LLC, a Delaware limited liability company, with its principal office and place of business at Three Canal Plaza, Portland, Maine 04101 (together with its successors in interest, "Atlantic TA").

Addendum No. 2 to Fund Accounting and Administration Agreement Dated August 1, 2005
Administration Agreement • July 27th, 2007 • Cornercap Group of Funds /Va/

WHEREAS, ALPS and the Funds have entered into a Fund Accounting and Administration Agreement (the “Agreement”) dated August 1, 2005;

FORM OF FIRST AMENDMENT TO ADMINISTRATIVE AGREEMENT
Administrative Agreement • July 28th, 1998 • Cornercap Group of Funds /Va/
CUSTODY, RECORDKEEPING AND ADMINISTRATIVE AGREEMENT
Custody, Recordkeeping and Administrative Agreement • July 29th, 2009 • Cornercap Group of Funds /Va/ • Missouri

This agreement (the “Agreement”) is made this 30th day of October, 2006, by and among UMB Bank, n.a., a national banking association, having its principal office and place of business at 1010 Grand Boulevard, Kansas City, Missouri 64141 (“Bank”), CornerCap Investment Counsel, a Georgia corporation having its principal office and place of business at 1355 Peachtree Street N.E., Atlanta, GA 30309, CornerCap Group of Funds, a Georgia corporation, having its principal office and place of business at 1355 Peachtree Street N.E., Atlanta, GA 30309 (“Fund”) and ALPS Fund Services, Inc., a Colorado corporation, having its principal office and place of business at 1625 Broadway, Suite 2200, Denver, CO 80202 (“Agent”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • September 28th, 2022 • Managed Portfolio Series

THIS AMENDMENT dated as of the last date on the signature block, to the Fund Administration Servicing Agreement, dated as of April 6, 2011, as amended (the "Agreement"), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (the "Trust") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

FIRST AMENDMENT TO SERVICES AGREEMENT
Services Agreement • July 27th, 2021 • Cornercap Group of Funds /Va/ • Delaware

THIS FIRST AMENDMENT TO THE SERVICES AGREEMENT (this “Amendment”) is effective as of May 14, 2020 and is made by and between CornerCap Group of Funds, a business trust organized under the laws of the Commonwealth of Massachusetts (the “Trust”), Atlantic Fund Administration, LLC (d/b/a Apex Fund Services), a Delaware limited liability company (together with its successors in interest, “Atlantic FA”), and Atlantic Shareholder Services, LLC, a Delaware limited liability company (together with its successors in interest, “Atlantic TA”).

CORNERCAP CONTRARIAN FUND AMENDMENT No. 1 TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 29th, 2013 • Cornercap Group of Funds /Va/

This AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT is made this 16th day of May, 2013, between The CornerCap Group of Funds, a Massachusetts business trust (the “Trust”) and CornerCap Investment Counsel, Inc. (the “Advisor”) for the CornerCap Contrarian Fund (the “Fund”).

Delegation Amendment to Transfer Agency and Service Agreement
Agency and Service Agreement • July 29th, 2009 • Cornercap Group of Funds /Va/

CornerCap Group of Funds (the “Fund”) and ALPS Fund Services, Inc. (the “Transfer Agent”) are parties to an agreement dated as of August 1, 2005 (the “Agreement”) under which the Transfer Agent will perform certain transfer agency and/or recordkeeping services for the Fund. In connection with the enactment of the USA PATRIOT Act of 2001 and the regulations promulgated thereunder, (collectively, the “Patriot Act”), the Fund has requested and the Transfer Agent has agreed as follows:

Addendum No. 2 to Transfer Agent Service Agreement Dated August 1, 2005
Transfer Agent Service Agreement • July 27th, 2007 • Cornercap Group of Funds /Va/

THIS ADDENDUM is made as of April 9, 2007, by and between ALPS Fund Services, Inc. (“ALPS”),CornerCap Investment Counsel, Inc. (“CornerCap”), and CornerCap Group of Funds (“Funds”).

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