0001167966-05-001037 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • July 29th, 2005 • Cornercap Group of Funds /Va/ • Colorado

AGREEMENT dated as of August 1, 2005, between CornerCap® Group of Funds (the “Fund”), an open-end, management investment company organized as a Massachusetts 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 29th, 2005 • 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 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”).

TRANSFER AGENT INTERACTIVE CLIENT SERVICES AGREEMENT
Transfer Agent Interactive Client Services Agreement • July 29th, 2005 • 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”.

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