0001104659-07-056756 Sample Contracts

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”).

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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;

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
Cornercap Group of Funds /Va/ • July 27th, 2007

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

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
Cornercap Group of Funds /Va/ • July 27th, 2007

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
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
Cornercap Group of Funds /Va/ • July 27th, 2007

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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