0001193125-11-202545 Sample Contracts

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”).

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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”).

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