0001104659-07-056756 Sample Contracts

CORNERCAP SMALL-CAP VALUE FUND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 27th, 2007 • 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”).

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Addendum No. 2 to Fund Accounting and Administration Agreement Dated August 1, 2005
Fund Accounting and 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;

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”).

Addendum to Transfer Agency and Service Agreement Dated
Transfer Agency and Service Agreement • July 27th, 2007 • Cornercap Group of Funds /Va/

THIS ADDENDUM is made as of September 1, 2006, by and between ALPS Mutual Funds Services, Inc. (“ALPS”), CornerCap Group of Funds (“Fund”) and CornerCap Investment Counsel, Inc. (“CornerCap”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 27th, 2007 • Cornercap Group of Funds /Va/

AMENDED AND RESTATED AGREEMENT made this 31st day of May 2007, 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”).

Addendum to Fund Accounting and Administration Agreement Dated
Fund Accounting and Administration Agreement • July 27th, 2007 • Cornercap Group of Funds /Va/

THIS ADDENDUM is made as of September 1, 2006, by and between ALPS Mutual Funds Services, Inc. (“ALPS”), CornerCap Group of Funds (“Fund”) and CornerCap Investment Counsel, Inc. (“CornerCap”).

Addendum No. 1 to Distribution Agreement Dated
Distribution Agreement • July 27th, 2007 • Cornercap Group of Funds /Va/

WHEREAS, in light of the foregoing, ADI and the Funds wish to modify the provisions of the Agreement to reflect ADI’s new address.

Addendum No. 2 to Transfer Agent Interactive Client Service Agreement Dated August 1, 2005
Transfer Agent Interactive Client 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”).

Addendum to Transfer Agent Interactive Client Services Agreement Dated
Transfer Agent Interactive Client Services Agreement • July 27th, 2007 • Cornercap Group of Funds /Va/

THIS ADDENDUM is made as of September 1, 2006, by and between ALPS Mutual Funds Services, Inc. (“ALPS”), CornerCap Group of Funds (“Fund”) and CornerCap Investment Counsel, Inc. (“CornerCap”).

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