0001435109-15-001155 Sample Contracts

CORNERCAP Large/Mid-Cap Value FUND AMENDMENT No. 2 TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 14th, 2015 • Cornercap Group of Funds /Va/

This AMENDMENT No. 2 is entered into as of December 15, 2015, to the Amended and Restated Investment Advisory Agreement ("Advisory Agreement"), dated May 31, 2007 and amended as of May 16, 2013, by and between The CornerCap Group of Funds, a Massachusetts business trust (the "Trust") and CornerCap Investment Counsel, Inc. (the "Adviser") for the CornerCap Large/Mid-Cap Value Fund (previously known as the Contrarian Fund and, prior to that, the Emerging Growth Fund) (the "Fund").

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CORNERCAP Large/Mid-Cap Value FUND AMENDMENT No. 1 TO AMENDED AND RESTATED OPERATING SERVICES AGREEMENT
Operating Services Agreement • December 14th, 2015 • Cornercap Group of Funds /Va/

This AMENDMENT No. 1 is entered into as of December 15, 2015, to the Amended and Restated Operating Services Agreement ("Services Agreement"), dated May 19, 2011, by and between The CornerCap Group of Funds, a Massachusetts business trust (the "Trust") and CornerCap Investment Counsel, Inc. (the "Adviser") for the CornerCap Large/Mid-Cap Value Fund (previously known as the Contrarian Fund and, prior to that, the Emerging Growth Fund) (the "Fund").

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