0001162044-11-000055 Sample Contracts

TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • January 28th, 2011 • Conestoga Funds • Ohio

THIS AGREEMENT is made and entered into this 5th day of February, 2009, by and between the Institutional Advisors LargeCap Fund of the Conestoga Funds (the “Trust”), a Delaware business trust having its principal place of business at 259 North Radnor Chester Road, Radnor, PA and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

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ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • January 28th, 2011 • Conestoga Funds • Ohio

THIS AGREEMENT is made and entered into this 5th day of February, 2009, by and between the Institutional Advisors LargeCap Fund of the Conestgoga Funds (the “Trust”), a Delaware business trust having its principal place of business at 259 North Radnor Chester Road, Radnor, PA and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

CUSTODY AGREEMENT Dated November 28, 2006 Between UMB BANK, N.A. and CONESTOGA FUNDS
Custody Agreement • January 28th, 2011 • Conestoga Funds
INVESTMENT ADVISORY AGREEMENT between CONESTOGA FUNDS and INSTITUTIONAL ADVISORS LLC INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 28th, 2011 • Conestoga Funds • Delaware

This AGREEMENT (the “Agreement”) made this 5th day of February 2009, by and between Conestoga Funds, a Delaware business trust which may issue one or more series of shares of beneficial interest (the “Trust”), and Institutional Advisors LLC, a Pennsylvania limited liability company (the “Adviser”).

DISTRIBUTION AGREEMENT
Distribution Agreement • January 28th, 2011 • Conestoga Funds • New York

THIS AGREEMENT is made as of February 24, 2009, between Institutional Advisors LargeCap Fund series of the Conestoga Funds (“Fund”), a Delaware statutory trust, and Rafferty Capital Markets, LLC, (“RCM”), a corporation organized and existing under the laws of the State of New York.

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