0000922423-09-000062 Sample Contracts

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FORM OF INVESTMENT ADVISORY AGREEMENT between CONESTOGA FUNDS and INSTITUTIONAL ADVISORS LLC
Investment Advisory Agreement • January 15th, 2009 • Conestoga Funds • Delaware

This AGREEMENT (the “Agreement”) made this __ 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”).

SCHEDULE I
Shareholder Servicing Agreement • January 15th, 2009 • Conestoga Funds
DISTRIBUTION AGREEMENT
Form Of • January 15th, 2009 • Conestoga Funds • New York

THIS AGREEMENT is made as of February ___, 2008, between Conestoga Funds the Institutional Advisors LargeCap Fund (“Fund”) and Rafferty Capital Markets, LLC, (“RCM”), a corporation organized and existing under the laws of the State of New York.

FORM OF TRANSFER AGENT AGREEMENT
Form Of • January 15th, 2009 • Conestoga Funds • Ohio

THIS AGREEMENT is made and entered into this _____ day of February, 2009, by and between the Conestoga Funds (the “Trust”), a Delaware business trust (the “Trust”), a Delaware business trust having its principal place of business at 259 N. Radnor-Chester Road, Radnor Court, Suite 120, Radnor, PA 19087, and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

FORM OF ACCOUNTING SERVICES AGREEMENT
Form Of • January 15th, 2009 • Conestoga Funds • Ohio

THIS AGREEMENT is made and entered into this _____ day of February, 2009, by and between the Conestoga Funds (the “Trust”), a Delaware business trust having its principal place of business at 259 N. Radnor-Chester Road, Radnor Court, Suite 120, Radnor, PA 19087, and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

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