0001104659-06-049571 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • July 28th, 2006 • Cornercap Group of Funds /Va/ • Colorado

AGREEMENT dated as of September 30, 2005, between CornerCap® Group of Funds (the “Fund”), an open-end, management investment company organized as a Massachesutts business trust and ALPS Distributors, Inc., a Colorado corporation and a registered broker-dealer under the Securities Exchange Act of 1934 (the “Distributor”).

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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.

TRANSFER AGENT INTERACTIVE CLIENT SERVICES AGREEMENT
Transfer Agent Interactive Client Services Agreement • July 28th, 2006 • Cornercap Group of Funds /Va/ • Colorado

AGREEMENT made this 1st day of August, 2005, (the “Effective Date”) 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 (“ALPS”). ALPS, the Fund, and CornerCap are collectively referred to herein as the “Parties” and individually as the “Party”.

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Services Agreement • July 28th, 2006 • 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”).

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