Preview | Fund Accounting and Administration Agreement |

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.

WHEREAS, the Fund is an open-end management investment company registered under the Investment Company Act of 1940 (the 1940 Act), as amended, presently consisting of three portfolios, which are listed in Appendix A attached hereto and made subject to this Agreement; the investment portfolios and any additional investment portfolios that may be established by the Fund and made subject to this Agreement are referred to herein individually as a Portfolio and collectively as the Portfolios; and

WHEREAS, CornerCap and the Fund have entered into an administrative services agreement (the Services Agreement) pursuant to which CornerCap provides day-to-day administrative and other services to the Fund;

WHEREAS, ALPS provides certain administrative, bookkeeping and pricing services to investment companies; and

WHEREAS, CornerCap and the Fund desire to appoint ALPS to perform certain administrative, bookkeeping and pricing services for the Fund and its Portfolios, and ALPS has indicated its willingness to so act, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter contained, the parties hereto agree as follows:

(a) CornerCap and the Fund hereby appoint ALPS to provide to each Portfolio the administrative, bookkeeping and pricing services as are set forth in Appendix B, as amended from time to time, upon the terms and conditions hereinafter set forth. ALPS hereby accepts such appointment and agrees to furnish such specified services. ALPS shall for all purposes be deemed to be an independent contractor and shall, except as otherwise expressly authorized in this Agreement, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.

(b) ALPS may employ or associate itself with a person or persons or organizations as ALPS believes to be desirable in the performance of its duties hereunder; provided that, in such event, the compensation of such person or persons or organizations shall be paid by and be the sole responsibility of ALPS and the Fund shall bear no cost or obligation with respect thereto; and provided further that ALPS shall not be relieved of any of its obligations under this Agreement in

such event and shall be responsible for all acts of any such person or persons or organizations taken in furtherance of this Agreement to the same extent it would be for its own acts.

2. ALPS Compensation; Expenses.

(a) In consideration for the services to be performed hereunder by ALPS, CornerCap or the Fund shall pay ALPS the fees listed in Appendix C hereto.

(b) ALPS will bear all expenses in connection with the performance of its services under this Agreement and all related agreements, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by CornerCap, the Fund or the Funds adviser, including, but not limited to, transfer agency and custodial expenses; taxes; interest; Fund trustees fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Fund trustees; printing and mailing shareholder reports, prospectuses, statements of additional information, supplements, and proxy materials; securities pricing data services; and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the SEC).

3. Right to Receive Advice.

(a) Advice of the Fund. If ALPS is in doubt as to any action it should or should not take, ALPS shall request directions or advice from the Fund.

(b) Advice of Counsel. If ALPS is in doubt as to any question of law pertaining to any action it should or should not take, ALPS shall request advice from counsel of its own choosing and at its own expense.

(c) Conflicting Advice. In the event of a conflict between directions, advice or instructions ALPS receives from the Fund and the advice ALPS receives from counsel, ALPS shall inform the Fund and its counsel of the conflict and seek resolution.

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