MEETING OF THE BOARD OF TRUSTEES OF CONESTOGA FUNDS

September 6th 2012

PROPOSED RESOLUTIONS

Minutes

RESOLVED, that the Board of Trustees (the “Board”) of Conestoga Funds (the “Trust”) hereby approves the minutes of its quarterly meeting held on May 10th, 2012 in the form presented at the meeting.

Annual approval of the Joint Fidelity Bond for the Small Cap, Mid Cap and LargeCap Fund  

RESOLVED, that the Board hereby finds that the fidelity bond for the Trust, written by St. Paul Travelers (the “Bond”), which is in the aggregate amount of  $750,000  to cover, among others, officers and employees of the Trust, in accordance with Rule 17g-1 under the 1940 Act is reasonable in form and amount, after having given due consideration to, among other things, the ratable allocation of such total one-year premium among the insured parties under said Bond, the value of the aggregate assets of the Trust to which any person covered under the Bond may have access, the type and terms of the arrangements made for the custody and safekeeping of assets of the Trust and the nature of the securities in the Trust.

Approval of the independent auditors for fiscal year 2013; in the preparation of the financial statements for the Conestoga Small Cap and Mid Cap Fund and the Institutional Advisors Large- Cap Fund, respectively.

RESOLVED, that the Board, including a majority of the Independent Trustees voting separately, hereby finds that the retention of (“Briggs Bunting”) BBD, LLP as the Trust’s independent registered public accounting firm for the fiscal year ending September 30th, 2013 is consistent with the best interests of the Trust and its shareholders;

RESOLVED, that the Board, including a majority of the Independent Trustees voting separately, hereby approves the selection of BBD, LLP is to serve as the independent registered public accounting firm for the Trust for the fiscal year ending September 30th, 2013, subject to the terms and conditions of Section 32(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder;

RESOLVED, that the Board, including a majority of the Independent Trustees voting separately, hereby approves the schedule of fees for BBD, LLP services to the Trust for the fiscal year ending September 30th, 2013, in the form presented at the meeting; and

RESOLVED, that the Board, including a majority of the Independent Trustees voting separately, hereby approves the participation of Robert M. Mitchell, the Trust’s Treasurer, in the preparation of the Trust’s financial statements for the fiscal year ending September 30th, 2013.

General enabling resolution

RESOLVED, that the Board hereby authorizes and directs the appropriate officers of the Trust to do any and all such lawful acts and execute such documents as may be reasonably necessary or appropriate to perform and carry out the actions of the Board taken at this meeting, and to otherwise comply with the laws and rules of the United States or its individual states or jurisdictions, or any administrative body.