0001193125-12-318641 Sample Contracts

DISTRIBUTION AGREEMENT

Distribution Agreement • July 27th, 2012 • Cornercap Group of Funds /Va/ • Colorado

• Contract Type
  Distribution Agreement
• Filed
  July 27th, 2012
• Company
  Cornercap Group of Funds /Va/
• Jurisdiction
  Colorado

This Distribution Agreement (the “Agreement”) made effective as of Nov. 1st, 2011, by and between CornerCap Group of Funds, a Massachusetts business trust (the “Trust”) and ALPS Distributors, Inc., a Colorado corporation (the “Distributor”).

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT CORNERCAP LARGE/MID-CAP VALUE FUND

Expense Limitation Agreement • July 27th, 2012 • Cornercap Group of Funds /Va/

• Contract Type
  Expense Limitation Agreement
• Filed
  July 27th, 2012
• Company
  Cornercap Group of Funds /Va/

This Agreement is made and entered into effective October 1, 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”).