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Part
B

STATEMENT
OF ADDITIONAL INFORMATION

CONESTOGA
FUNDS

Conestoga
Small Cap Fund

NASDAQ Symbols: Investors Class – CCASX


Institutional Class – CCALX

Conestoga
SMid Cap Fund

NASDAQ
Symbols: Investors Class – CCSMX


Institutional Class – CCSGX

January
31, 2021

This
Statement of Additional Information (“SAI”) is not a prospectus, but should be read in conjunction with the prospectuses
of the Conestoga Small Cap Fund and Conestoga SMid Cap Fund (each a “Fund” and together, the “Funds”)
dated January 31, 2021 (the “Prospectuses”). This SAI is incorporated by reference in its entirety into the Prospectuses.
Copies of the Prospectuses may be obtained by writing Conestoga Funds at CrossPoint at Valley Forge, 550 E. Swedesford Road, Suite
120 East, Wayne, PA 19087, or by calling toll free 1-800-494-2755.

The
Funds’ audited financial statements for the fiscal year ended September 30, 2020 are incorporated in this SAI by reference
to the Funds’ 2020 annual
report
to shareholders (File No. 811-21120). No other parts of the annual report are incorporated by reference herein. You
may obtain a copy of the Funds’ latest annual report at no charge by writing to the address or calling the phone number
noted above. 

INVESTMENT
ADVISER  

Conestoga
Capital Advisors, LLC 

CrossPoint
at Valley Forge 

550
E. Swedesford Road, Suite 120 East 

Wayne,
PA 19087 

TRANSFER,
SHAREHOLDER SERVICING, DIVIDEND DISBURSING and ACCOUNTING SERVICING AGENT
 

Ultimus
Fund Solutions, LLC 

225
Pictoria Drive, Suite 450 

Cincinnati,
Ohio 45246 

1-800-494-2755 

COUNSEL
 

Faegre
Drinker Biddle & Reath LLP 

One
Logan Square, Suite 2000 

Philadelphia,
PA 19103 

CUSTODIAN
 

UMB
Bank, N.A. 

928
Grand Boulevard, 5th Floor 

Kansas
City, MO 64106 

INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM  

BBD,
LLP 

1835
Market Street, 3rd Floor 

Philadelphia,
PA 19103 

DISTRIBUTOR
 

Ultimus
Fund Distributors, LLC 

225
Pictoria Drive, Suite 450 

Cincinnati,
Ohio 45246  

TABLE
OF CONTENTS
  

INVESTMENT
OBJECTIVES, POLICIES AND LIMITATIONS
1
VALUATION OF PORTFOLIO
SECURITIES
16
PERFORMANCE 17
ADDITIONAL PURCHASE,
EXCHANGE AND REDEMPTION INFORMATION
18
DIVIDENDS AND DISTRIBUTIONS 19
TAXES 19
TRUSTEES AND OFFICERS 21
ADVISORY AND OTHER
CONTRACTS
27
FINANCIAL STATEMENTS 38
ADDITIONAL INFORMATION 38
APPENDIX A – DESCRIPTION
OF SECURITIES RATINGS
A-1
APPENDIX B – PROXY
VOTING POLICIES
B-1

STATEMENT
OF ADDITIONAL INFORMATION

Conestoga
Funds (the “Trust”) was organized as a Delaware statutory trust on February 6, 2002. The Trust is an open-end management
investment company consisting of two diversified series of units of beneficial interest (“shares”): the Conestoga
Small Cap Fund (the “Small Cap Fund”) and the Conestoga SMid Cap Fund (the “SMid Cap Fund), which are described
in this SAI.

Much
of the information contained in this SAI expands on subjects discussed in each Fund’s Prospectus. Capitalized terms not
defined herein are used as defined in the Prospectuses. No investment in shares of the Funds should be made without first reading
the Prospectuses.

INVESTMENT
OBJECTIVES, POLICIES AND LIMITATIONS

Investment
Objectives

Each
of the Funds seeks to provide long-term growth of capital. Each Fund’s investment objective is fundamental. That means that
it or any fundamental investment policy or limitation may not be changed without a vote of the holders of a majority of the applicable
Fund’s outstanding voting securities. Such majority is defined as the lesser of (a) 67% or more of the shares of a Fund
present at a meeting at which the holders of more than 50% of the outstanding shares of such Fund are represented in person or
by proxy, or (b) more than 50% of the outstanding shares of such Fund. There can be no assurance that the Funds will achieve their
investment objectives.

Additional
Information Regarding Fund Investments

The
following policies and limitations supplement the Funds’ investment policies set forth in the Prospectuses. The Funds’
investments in the securities and other financial instruments are subject to the other investment policies and limitations described
in the Prospectuses and this SAI.

Unless
otherwise noted, whenever an investment policy or limitation states a maximum percentage of a Fund’s assets that may be
invested in any issuer, security or other asset, or sets forth a policy regarding quality standards, such standard or percentage
limitation will be determined immediately after and as a result of a Fund’s acquisition of such security or other asset
except in the case of borrowing (or other activities that may be deemed to result in the issuance of a “senior security”
under the Investment Company Act of 1940, as amended (the “1940 Act”). Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining whether the investment complies with the Funds’
investment policies and limitations. If the value of a Fund’s holdings of illiquid investments at any time exceeds the percentage
limitation applicable at the time of acquisition due to subsequent fluctuations in value or other reasons, the Board of Trustees
of the Trust (the “Board”) will consider what actions, if any, are appropriate to maintain adequate liquidity.

The
following sections list the Funds’ investment policies, limitations, and restrictions. The securities in which the Funds
can invest and the risks associated with these securities are discussed in the section entitled “Instruments in Which the
Funds Can Invest.” 

Fundamental
Investment Limitations

The
following investment limitations are fundamental. That means that it or any fundamental investment policy or limitation may not
be changed without a vote of the holders of a majority of the applicable Fund’s outstanding voting securities. Such majority
is defined as the lesser of (a) 67% or more of the shares of a Fund present at a meeting at which the holders of more than 50%
of the outstanding shares of such Fund are represented in person or by proxy, or (b) more than 50% of the outstanding shares of
such Fund.

1.
 Borrowing

The
Funds may not borrow money, except that the Funds may borrow money and enter into commitments to purchase securities and instruments
in accordance with their investment programs, including delayed-delivery and when-issued securities and reverse repurchase agreements
in an amount not exceeding 33 1/3% of the value of each Fund’s total assets, including the amount borrowed.

2.
 Commodities

The
Funds may not purchase or sell commodities unless acquired as a result of ownership of securities or other instruments (but this
shall not prevent the Funds from purchasing or selling options and futures contracts or from investing in securities or other
instruments backed by commodities).

3.
 Concentration

Each
Fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. government or any of
its agencies or instrumentalities, or repurchase agreements secured thereby) if, as a result, 25% or more of the Fund’s
total assets would be invested in the securities of companies whose principal business activities are in the same industry.

4.
 Diversification

Each
Fund may not with respect to 75% of its total assets, purchase the securities of any issuer (other than securities issued or guaranteed
by the U.S. government or any of its agencies or instrumentalities and securities issued by other investment companies) if, as
a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund
would hold more than 10% of the outstanding voting securities of that issuer.

5.
 Lending

The
Funds may not make loans, except the Funds may: (a) purchase publicly issued debt securities; (b) enter into repurchase
transactions; and (c) lend portfolio securities, provided the value of the loaned securities does not exceed 33 1/3% of the
value of each Fund’s total assets.

6.
 Real Estate

The
Funds may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this
shall not prevent the Funds from investing in securities or other instruments backed by real estate or mortgages on real estate
or securities of companies engaged in the real estate business or in any business related to mortgages or real estate). 

7.
 Senior Securities

The
Funds may not issue any senior security (as defined in the 1940 Act), except that: (a) the Funds may engage in transactions that
may result in the issuance of senior securities to the extent permitted under applicable regulations and interpretations of the
1940 Act or an exemptive order; (b) the Funds may acquire other securities, the acquisition of which may result in the issuance
of a senior security, to the extent permitted under applicable regulations or interpretations of the 1940 Act; and (c) subject
to the restrictions set forth above, the Funds may borrow money as authorized by the 1940 Act.

8.
 Underwriting

The
Funds may not underwrite securities issued by others, except to the extent that the Funds may be considered an underwriter within
the meaning of the Securities Act of 1933, as amended (the “Securities Act”), in the disposition of restricted securities.

For
purposes of investment limitation No. 3, the Funds will consider companies to have their principal business activities “in
the same industry” if the companies are categorized in the same Subsector by FTSE Russell.  For the purpose of determining
industry classification, a Fund may use the industry classification provided by a third-party service provider. 

Non-Fundamental
Investment Limitations

The
following limitations are non-fundamental, meaning that they may be changed by a majority vote of the Board at any time without
shareholder approval.

1.      
Illiquid Securities

In
accordance with Rule 22e-4 under the 1940 Act (the “Liquidity Rule”), each Fund is subject to the guidelines set forth
in the Trust’s liquidity risk management program. The term “illiquid security” is defined as a security that
a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the
sale or disposition significantly changing the market value of the security. Each Fund will not acquire illiquid securities if,
as a result, such securities would comprise more than 15% of the value of the Fund’s assets after the acquisition. Such
securities may include, but are not limited to, time deposits, repurchase agreements with maturities longer than seven days, and
certain securities restricted from resale under the Securities Act.

Securities
that may be resold pursuant to Rule 144A under the Securities Act, securities offered pursuant to Section 4(a)(2) of, or securities
otherwise subject to restrictions or limitations on resale under the Securities Act (“Restricted Securities”) shall
not be deemed illiquid solely by reason of being unregistered and may be treated as liquid securities if they meet the criteria
in the Trust’s liquidity risk management program and related SEC guidance.

2.      
Borrowing

Each
Fund will not borrow for leveraging purposes, meaning that it will not purchase investment securities while borrowings in excess
of 5% of its total assets are outstanding.

Instruments
in Which the Funds Can Invest

The
following paragraphs provide a brief description of some of the types of securities in which the Funds may invest in accordance
with their investment objectives, policies, and limitations. The Funds’ investments in the following securities and other
financial instruments are subject to the investment policies and limitations described in the Funds’ Prospectuses and this
SAI. The following also contains a brief description of the risk factors related to these securities. The Funds may, following
notice to their shareholders, take advantage of other investment practices that presently are not contemplated for use by the
Funds or currently are not available but which may be developed, to the extent such investment practices are both consistent with
the Funds’ investment objectives and are legally permissible for the Funds. Such investment practices, if they arise, may
involve risks that exceed those involved in the activities described in the Funds’ Prospectuses and this SAI. 

Convertible
Securities.
Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted
into or exchanged for common stock. They are characterized by higher yields than common stocks, but lower yields than comparable
non-convertible securities, less price fluctuation than the underlying common stock since they have fixed income characteristics,
and the potential for capital appreciation if the market price of the underlying common stock increases. The value of a convertible
security is also affected by prevailing interest rates, the credit quality of the issuer and any call provisions. Any convertible
securities that a Fund will invest in will be rated at least C or better by Moody’s Investors Service.

Convertible
securities entitle the holder to receive interest paid or accrued on debt or the dividend paid on preferred stock until the convertible
securities mature or are redeemed, converted or exchanged. Prior to conversion, convertible securities have characteristics similar
to ordinary debt securities in that they normally provide a stable stream of income with generally higher yields than those of
common stock of the same or similar issuers. Convertible securities are usually subordinated to comparable-tier nonconvertible
securities but rank senior to common stock in a corporation’s capital structure and, therefore, generally entail less risk
than the corporation’s common stock, although the extent to which such risk is reduced depends in large measure upon the
degree to which the convertible security sells above its value as a fixed-income security.

The
value of convertible securities is a function of their investment value (determined by yield in comparison with the yields of
other securities of comparable maturity and quality that do not have a conversion privilege) and their conversion value (their
worth, at market value, if converted into the underlying common stock). The investment value of convertible securities is influenced
by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline,
and by the credit standing of the issuer and other factors. The conversion value of convertible securities is determined by the
market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the
convertible securities is governed principally by their investment value. To the extent the market price of the underlying common
stock approaches or exceeds the conversion price, the price of the convertible securities will be increasingly influenced by their
conversion value. In addition, convertible securities generally sell at a premium over their conversion value determined by the
extent to which investors place value on the right to acquire the underlying common stock while holding fixed-income securities.

In
addition, a convertible security may be subject to redemption at the option of the issuer at a price established in the convertible
security’s governing instrument. If a convertible security held by a Fund is called for redemption, the Fund would be required
to (i) permit the issuer to redeem the security; (ii) convert it into the underlying common stock or (iii) sell it to a third-party.
Any of the actions could have an adverse effect on a Fund’s ability to achieve its investment objective.

In
general, investments in lower quality convertible securities are subject to a significant risk of a change in the credit rating
or financial condition of the issuing entity. Investments in convertible securities of medium or lower quality also are likely
to be subject to greater market fluctuation and to greater risk of loss of income and principal due to default than investments
of higher quality fixed-income securities. Such lower quality securities generally tend to reflect short-term corporate and market
developments to a greater extent than higher quality securities, which react more to fluctuations in the general level of interest
rates. A Fund that invests in convertible securities generally will seek to reduce risk to the investor by diversification, credit
analysis and attention to current developments in trends of both the economy and financial markets. However, while diversification
reduces the effect on a Fund of any single investment, it does not reduce the overall risk of investing in lower quality securities. 

Exchange-Traded
Funds.
Exchange-Traded Funds (“ETFs”) are investment companies whose primary objective is to achieve the same
rate of return as a particular market index while trading throughout the day on an exchange. ETF shares are sold initially in
the primary market in units of 50,000 or more (“creation units”). A creation unit represents a bundle of securities
that replicates, or is a representative sample of, a particular index and which is deposited with the ETF. Once owned, the individual
shares comprising each creation unit are traded on an exchange in secondary market transactions for cash. The secondary market
for ETF shares allows them to be readily converted into cash like commonly traded stocks. The combination of primary and secondary
markets permits ETF shares to be traded throughout the day close to the value of the ETF’s underlying portfolio securities.
The Funds would purchase and sell individual shares of ETFs in the secondary market. These secondary market transactions require
the payment of commissions.

ETF
shares are subject to the same risk of price fluctuation due to supply and demand as any other stock traded on an exchange, which
means that a Fund could receive less from the sale of shares of an ETF it holds than it paid at the time it purchased those shares.
Furthermore, there may be times when the exchange halts trading, in which case a Fund would be unable to sell any ETF shares that
it holds until trading is resumed. In addition, because ETFs invest in a portfolio of common stocks, the value of an ETF could
decline if stock prices decline. An overall decline in stocks comprising an ETF’s benchmark index could have a greater impact
on the ETF and investors than might be the case in an investment company with a more widely diversified portfolio. Losses could
also occur if the ETF is unable to replicate the performance of the chosen benchmark index.

Other
risks associated with ETFs include: (i) the possibility that an ETF’s distributions may decline if the issuers of the ETF’s
portfolio securities fail to continue to pay dividends; and (ii) that under certain circumstances an ETF could be terminated.
Should termination occur, the ETF could have to liquidate its portfolio securities when the prices for those securities are falling.
In addition, inadequate or irregularly provided information about an ETF or its investments could expose investors in ETFs to
unknown risks.

Foreign
Investments
. The Funds may invest in sponsored and unsponsored American Depositary Receipts (“ADRs”). Such investment
may subject the Funds to significant investment risks that are different from, and additional to, those related to investments
in obligations of U.S. domestic issuers or in U.S. securities markets. In addition to investment risks associated with the underlying
issuer, ADRs expose a Fund to additional risks associated with non-uniform terms that apply to ADR programs, credit exposure to
the depositary bank and to the sponsors and other parties with whom the depositary bank establishes the programs, currency and
liquidity risk. Unsponsored ADRs may involve additional risks. Unsponsored programs generally expose investors to greater risks
than sponsored programs and do not provide holders with many of the shareholder benefits that come from investing in a sponsored
ADR. Available information concerning the issuer may not be as current as for sponsored ADRs and the prices of unsponsored ADRs
may be more volatile than if such instruments were sponsored by the issuer. ADRs are generally subject to the same risks as the
foreign securities that they evidence or into which they may be converted. The Funds may also invest directly in U.S. and non-U.S.
dollar denominated equity and debt securities of foreign companies. 

The
value of securities denominated in or indexed to foreign currencies, and of dividends and interest from such securities, can change
significantly when foreign currencies strengthen or weaken relative to the U.S. dollar. Foreign securities markets generally have
less trading volume and less liquidity than U.S. markets, and prices on some foreign markets can be highly volatile. Many foreign
countries lack uniform accounting and disclosure standards comparable to those applicable to U.S. companies, and it may be more
difficult to obtain reliable information regarding an issuer’s financial condition and operations. Settlement of transactions
in some foreign markets may be delayed or may be less frequent than in the U.S., which could affect the liquidity of a Fund’s
investment. In addition, the costs of foreign investing, including withholding taxes, brokerage commissions, and custodial costs,
are generally higher than for U.S. investments.

Foreign
markets may offer less protection to investors than U.S. markets. Foreign issuers, brokers, and securities markets may be subject
to less government supervision. Foreign security trading practices, including those involving the release of assets in advance
of payment, may involve increased risks in the event of a failed trade or the insolvency of a broker-dealer, which may result
in substantial delays in settlement. It may also be difficult to enforce legal rights in foreign countries.

Investing
abroad also involves different political and economic risks. Foreign investments may be affected by actions of foreign governments
adverse to the interests of U.S. investors, including the possibility of expropriation or nationalization of assets, confiscatory
taxation, restrictions on U.S. investment or on the ability to repatriate assets or convert currency into U.S. dollars, or other
government intervention. There may be a greater possibility of default by foreign governments or foreign government-sponsored
enterprises. Investments in foreign countries also involve a risk of local political, economic, or social instability, military
action or unrest, or adverse diplomatic developments. There is no assurance that the Adviser will be able to anticipate these
potential events or counter their effects.

The
considerations noted above generally are intensified for investments in developing countries. Developing countries may have relatively
unstable governments, economies based on only a few industries, and securities markets that trade a small number of securities.

The
Funds may invest in foreign securities that impose restrictions on transfer within the U.S. or to U.S. persons. Although securities
subject to transfer restrictions may be marketable abroad, they may be less liquid than foreign securities of the same class that
are not subject to such restrictions.

The
Adviser continuously evaluates issuers based in countries all over the world. Accordingly, the Funds may invest in the securities
of issuers based in any country when such securities meet the investment criteria of the Adviser and are consistent with the investment
objectives and policies of the Funds.

Foreign
Custody
. The Funds may hold foreign securities and cash with foreign banks, agents, and securities depositories appointed
by a Fund’s custodian (each a “Foreign Custodian”). Some Foreign Custodians may be recently organized or new
to the foreign custody business. In some countries, Foreign Custodians may be subject to little or no regulatory oversight over
or independent evaluation of their operations. Further, the laws of certain countries may place limitations on a Fund’s
ability to recover its assets if a Foreign Custodian enters bankruptcy.

Futures
Contracts.
The Funds may enter into futures contracts, options on futures contracts, and stock index futures contracts and
options thereon. Futures contracts provide for the future sale by one party and purchase by another party of a specified amount
of a specific security, class of securities, or an index at a specified future time and at a specified price. A stock index futures
contract is a bilateral agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to a
specified dollar amount times the difference between the stock index value at the close of trading of the contracts and the price
at which the futures contract is originally struck. Futures contracts that are standardized as to maturity date and underlying
financial instrument are traded on national futures exchanges. Futures exchanges and trading are regulated under the Commodity
Exchange Act (“CEA”) by the Commodity Futures Trading Commission (the “CFTC”), a U.S. government agency. 

Although
futures contracts (other than those relating to indexes) by their terms call for actual delivery and acceptance of the underlying
securities, in most cases the contracts are closed out before the settlement date without delivery. Closing out an open futures
position is done by taking an opposite position (buying a contract that has previously been “sold,” or “selling”
a contract previously purchased) in an identical contract to terminate the position. The acquisition of put and call options on
futures contracts will, respectively, give a Fund the right (but not the obligation), for a specified price, to sell or to purchase
the underlying futures contract, upon exercise of the option, at any time during the option period. Brokerage commissions are
incurred when a futures contract is bought or sold.

Futures
traders are required to make a good faith margin deposit in cash or government securities with a futures commission merchant or
custodian to initiate and maintain open positions in futures contracts. A margin deposit is intended to assure completion of the
contract (delivery or acceptance of the underlying security) if it is not terminated prior to the specified delivery date. Minimal
initial margin requirements are established by the futures exchange and may be changed. Futures commission merchants may establish
deposit requirements that are higher than the exchange minimums. Initial margin deposits on futures contracts are customarily
set at levels much lower than the prices at which the underlying securities are purchased and sold, typically ranging upward from
less than 5% of the value of the contract being traded.

After
a futures contract position is opened, the value of the contract is marked-to-market daily. If the futures contract price changes
to the extent that the margin on deposit does not satisfy margin requirements, payment of additional “variation” margin
will be required. Conversely, a change in the contract value may reduce the required margin, resulting in a repayment of excess
margin to the contract holder. Variation margin payments are made to and from the futures broker for as long as the contract remains
open. The Funds expect to earn interest income on their margin deposits.

When
interest rates are expected to rise or market values of portfolio securities are expected to fall, the Funds can seek through
the sale of futures contracts to offset a decline in the value of their portfolio securities. When interest rates are expected
to fall or market values are expected to rise, the Funds, through the purchase of such contracts, can attempt to secure better
rates or prices for the Funds than might later be available in the market when they effect anticipated purchases. The Funds may
also enter into such transactions in order to terminate existing positions.

Futures
transactions involve brokerage costs and require a Fund to segregate assets to cover contracts that would require it to purchase
securities or currencies. A Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities
prices move in an unanticipated manner. Such unanticipated changes may also result in poorer overall performance than if a Fund
had not entered into any futures transactions. In addition, the value of a Fund’s futures positions may not prove to be
perfectly or even highly correlated with the value of its portfolio securities, limiting the Fund’s ability to hedge effectively
against interest rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary
market for purposes of closing out futures positions.

Restrictions
on the Use of Futures Contracts.
The Funds will not enter into futures contracts to the extent that the value of the futures
contracts held would exceed 1/3 of each Fund’s total assets. 

To
the extent futures and/or options on futures are employed by the Funds, such use will be in accordance with Rule 4.5 of the CEA.
The Trust, on behalf of the Funds, has filed a notice of eligibility for exclusion from the definition of the term “commodity
pool operator” in accordance with Rule 4.5 and therefore, the Funds are not subject to registration or regulation as commodity
pool operators under the CEA. The Funds must reaffirm this exclusion annually so long as they remain eligible. In connection with
this exclusion, the Trust has undertaken to submit to any CFTC special calls for information.

In
addition to the margin restrictions discussed above, transactions in futures contracts may involve the segregation of funds pursuant
to Securities and Exchange Commission (“SEC”) requirements. Under those requirements, where a Fund has a long position
in a futures contract, it may be required to establish a segregated account (not with a futures commission merchant or broker)
containing cash or liquid securities equal to the purchase price of the contract (less any margin on deposit). For a short position
in futures held by a Fund, those requirements may mandate the establishment of a segregated account (not with a futures commission
merchant or broker) with cash or liquid securities that, when added to the amounts deposited as margin, equal the market value
of the instruments underlying the futures contracts (but are not less than the price at which the short positions were established).
However, segregation of assets is not required if a Fund “covers” a long position. For example, instead of segregating
assets, a Fund, when holding a long position in a futures contract, could purchase a put option on the same futures contract with
a strike price as high or higher than the price of the contract held by the Fund. Where a Fund holds a short position in a futures
contract, it may cover by owning the instruments underlying the contract. A Fund may also cover such a position by holding a call
option permitting it to purchase the same futures contract at a price no higher than the price at which the short position was
established. Where a Fund sells a call option on a futures contract, it may cover either by entering into a long position in the
same contract at a price no higher than the strike price of the call option or by owning the instruments underlying the futures
contract. A Fund could also cover this position by holding a separate call option permitting it to purchase the same futures contract
at a price no higher than the strike price of the call option sold by the Fund.

In
addition, the extent to which a Fund may enter into futures contracts may be limited by requirements of the Internal Revenue Code
of 1986, as amended (the “Code”), for qualification as a registered investment company.

Risk
Factors in Futures Transactions.
Positions in futures contracts may be closed out only on an exchange that provides a secondary
market for such futures. However, there can be no assurance that a liquid secondary market will exist for any particular futures
contract at any specific time. Thus, it may not be possible to close a futures position. In the event of adverse price movements,
the Funds would continue to be required to make daily cash payments to maintain the required margin. In such situations, if a
Fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements at a time when it may be
disadvantageous to do so. In addition, a Fund may be required to make delivery of the instruments underlying futures contracts
it holds. The inability to close options and futures positions also could have an adverse impact on the ability to effectively
hedge them. Each Fund will minimize the risk that it will be unable to close out a futures contract by only entering into futures
contracts that are traded on national futures exchanges and for which there appears to be a liquid secondary market.

The
risk of loss in trading futures contracts in some strategies can be substantial, due both to the low margin deposits required,
and the extremely high degree of leverage involved in futures pricing. Because the deposit requirements in the futures markets
are less onerous than margin requirements in the securities market, there may be increased participation by speculators in the
futures market, which may also cause temporary price distortions. A relatively small price movement in a futures contract may
result in immediate and substantial loss (as well as gain) to the investor. For example, if at the time of purchase, 10% of the
value of the futures contract is deposited as margin, a subsequent 10% decrease in the value of the futures contract would result
in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A
15% decrease would result in a loss equal to 150% of the original margin deposit if the contract were closed out. Thus, a purchaser
or sale of a futures contract may result in losses in excess of the amount invested in the contract. However, because the futures
strategies engaged in by the Funds are only for hedging purposes, the Adviser does not believe that the Funds are subject to the
risks of loss frequently associated with futures transactions. The Funds would presumably have sustained comparable losses if,
instead of the futures contract, they had invested in the underlying financial instrument and sold it after the decline. 

Use
of futures transactions by the Funds involves the risk of imperfect or no correlation where the securities underlying futures
contracts have different maturities than the portfolio securities being hedged. It is also possible that the Funds could both
lose money on futures contracts and also experience a decline in the value of their portfolio securities. There is also the risk
of loss by the Funds, of margin deposits in the event of bankruptcy of a broker with whom the Funds have open positions in a futures
contract or related option.

Liquidity
Risk Management.
Pursuant to the Liquidity Rule, each Fund may invest up to 15% of its net assets in illiquid investments.
The Funds have implemented a liquidity risk management program and related procedures to identify and monitor illiquid investments
pursuant to the Liquidity Rule. In connection with the implementation of the Liquidity Rule and the Funds’ liquidity risk
management program, the term “illiquid security” is defined as a security that a Fund reasonably expects cannot be
sold or disposed of in current market conditions within seven calendar days or less without the sale or disposition significantly
changing the market value of the security. If the limitation on illiquid investments is exceeded, other than by a change in market
values, the condition will be reported to the Board and, when required by the Liquidity Rule, to the SEC. To the extent an investment
held by a Fund is deemed to be an illiquid investment or a less liquid investment, the Fund will be exposed to a greater liquidity
risk.

Options.
The Funds may sell (write) call options that are traded on national securities exchanges with respect to common stock in its
portfolio. The Funds must at all times have in their portfolio the securities that they may be obligated to deliver if the option
is exercised. The Funds may write call options in an attempt to realize a greater level of current income than would be realized
on the securities alone. The Funds may also write call options as a partial hedge against a possible stock market decline. In
view of their investment objectives, the Funds generally would write call options only in circumstances where the Adviser does
not anticipate significant appreciation of the underlying security in the near future or has otherwise determined to dispose of
the security. As the writer of a call option, the Funds receive a premium for undertaking the obligation to sell the underlying
security at a fixed price during the option period, if the option is exercised. So long as the Funds remain obligated as a writer
of a call option, the Funds forgo the opportunity to profit from increases in the market price of the underlying security above
the exercise price of the option, except insofar as the premium represents such a profit. The Funds retain the risk of loss should
the value of the underlying security decline. The Funds may also enter into “closing purchase transactions” in order
to terminate their obligation as a writer of a call option prior to the expiration of the option. Although the writing of call
options only on national securities exchanges increases the likelihood of the Funds’ abilities to make closing purchase
transactions, there is no assurance that the Funds will be able to effect such transactions at any particular time or at any acceptable
price. The writing of call options could result in increases in the Funds’ portfolio turnover rates, especially during periods
when market prices of the underlying securities appreciate.

Pandemic
Risk.
The continuing spread of an infectious respiratory illness caused by a novel strain of coronavirus (known as COVID-19)
has caused volatility, severe market dislocations and liquidity constraints in many markets, including securities the Funds hold,
and may adversely affect the Funds’ investments and operations. The outbreak was first detected in December 2019 and subsequently
spread globally. The transmission of COVID-19 and efforts to contain its spread have resulted in international and domestic travel
restrictions and disruptions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption
of and delays in healthcare service preparation and delivery, quarantines, event and service cancellations or interruptions, disruptions
to business operations (including staff reductions), supply chains and consumer activity, as well as general concern and uncertainty
that has negatively affected the economic environment. These disruptions have led to instability in the marketplace, including
stock and credit market losses and overall volatility. The impact of COVID-19, and other infectious illness outbreaks, epidemics
or pandemics that may arise in the future, could adversely affect the economies of many nations or the entire global economy,
the financial performance of individual issuers, borrowers and sectors and the health of the markets generally in potentially
significant and unforeseen ways. In addition, the impact of infectious illnesses, such as COVID-19, in emerging market countries
may be greater due to generally less established healthcare systems. This crisis or other public health crises may exacerbate
other pre-existing political, social and economic risks in certain countries or globally.  

The
Funds and the Adviser have in place business continuity plans reasonably designed to ensure that they maintain normal business
operations, and that the Funds, their portfolio and assets are protected. However, in the event of a pandemic or an outbreak,
such as COVID-19, there can be no assurance that the Funds, its Adviser and service providers, or the Funds’ portfolio companies,
will be able to maintain normal business operations for an extended period of time or will not lose the services of key personnel
on a temporary or long-term basis due to illness or other reasons. A pandemic or disease could also impair the information technology
and other operational systems upon which the Adviser relies and could otherwise disrupt the ability of the Funds’ service
providers to perform essential tasks. 

The
foregoing could lead to a significant economic downturn or recession, increased market volatility, a greater number of market
closures, higher default rates and adverse effects on the values and liquidity of securities or other assets. Such impacts, which
may vary across asset classes, may adversely affect the performance of a Fund’s investments, the Fund and your investment
in the Fund. In certain cases, an exchange or market may close or issue trading halts on either specific securities or even the
entire market, which may result in a Fund being, among other things, unable to buy or sell certain securities or financial instruments
or to accurately price its investments. 

Governmental
authorities and regulators throughout the world, such as the U.S. Federal Reserve, have in the past responded to major economic
disruptions with changes to fiscal and monetary policy, including but not limited to, direct capital infusions, new monetary programs
and dramatically lower interest rates. Certain of those policy changes are being implemented in response to the COVID-19 pandemic.
Such policy changes may adversely affect the value, volatility and liquidity of dividend and interest paying securities. The effect
of recent efforts undertaken by the U.S. Federal Reserve to address the economic impact of the COVID-19 pandemic, such as the
reduction of the federal funds target rate, and other monetary and fiscal actions that may be taken by the U.S. federal government
to stimulate the U.S. economy, are not yet fully known. The duration of the COVID-19 outbreak and its full impacts are also unknown,
resulting in a high degree of uncertainty for potentially extended periods of time, especially in certain sectors in which the
Funds may make investments. 

Private
Investment in Public Equity (“PIPE”) Transactions.
The Funds may invest in securities that are purchased in PIPE
transactions. Such securities will be purchased directly from a publicly-traded entity in a private placement transaction, typically
at a discount to the market price of the entity’s securities. Securities acquired by a Fund in such transactions are subject
to resale restrictions under securities laws. While issuers in PIPE transactions typically agree that they will register the securities
for resale by a Fund after the transaction closes (thereby removing resale restrictions), there is no guarantee that the securities
will be registered. In addition, a PIPE issuer may require a Fund to agree to other resale restrictions as a condition to the
sale of such securities. Such private securities may also be subject to substantial holding periods and/or are not traded in public
markets, thereby affecting the liquidity of such investments. Thus, PIPE securities may be deemed illiquid. There is no assurance
that such securities will ever be registered with the SEC and there may be a significant delay before such PIPE securities may
be sold. 

10 

Qualified
Financial Contracts.
Regulations adopted by federal banking regulators under the Dodd-Frank Act, which took effect in 2019,
require that certain qualified financial contracts (“QFCs”) with counterparties that are part of U.S. or foreign global
systemically important banking organizations be amended to include contractual restrictions on close-out and cross-default rights.
QFCs include, but are not limited to, securities contracts, commodities contracts, forward contracts, repurchase agreements, securities
lending agreements and swaps agreements, as well as related master agreements, security agreements, credit enhancements, and reimbursement
obligations. If a covered counterparty of the Funds or certain of the covered counterparty’s affiliates were to become subject
to certain insolvency proceedings, the Funds may be temporarily unable to exercise certain default rights, and the QFC may be
transferred to another entity. These requirements may impact the Funds’ credit and counterparty risks.

Restricted
Securities.
Restricted securities generally can be sold in privately negotiated transactions, pursuant to an exemption from
registration under the Securities Act, or in a registered public offering. Securities that may be resold under Rule 144A, securities
offered pursuant to Section 4(2) of, or securities otherwise subject to restrictions or limitations on resale under the Securities
Act shall not be deemed illiquid solely by reason of being unregistered. The Adviser determines whether a particular security
is deemed to be liquid based on the trading markets for the specific security and other factors.

Where
registration is required, the Funds may be obligated to pay all or part of the registration expense and a considerable period
may elapse between the time it decides to seek registration and the time the Funds may be permitted to sell a security under an
effective registration statement.

If,
during such a period, adverse market conditions were to develop, the Funds might obtain a less favorable price than prevailed
when they decided to seek registration of the shares.

Reverse
Repurchase Agreements.
The Funds may borrow funds for temporary purposes by entering into reverse repurchase agreements. Reverse
repurchase agreements may be considered to be borrowings under the 1940 Act. Pursuant to such agreement, the Funds would sell
a portfolio security to a financial institution such as a bank or broker-dealer, and agree to repurchase such security at a mutually
agreed-upon date and price. At the time a Fund enters into a reverse repurchase agreement, it will place in a segregated custodial
account liquid assets consistent with the Fund’s investment restrictions having a value equal to the repurchase price (including
accrued interest). The collateral will be marked-to-market on a daily basis, and will be monitored continuously to ensure that
such equivalent value is maintained. Reverse repurchase agreements involve the risk that the market value of the securities sold
by the Funds may decline below the price at which the Funds are obligated to repurchase the securities.

In
addition, if the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, such buyer
or its trustee or receiver may receive an extension of time to determine whether to enforce a Fund’s obligations to repurchase
the securities and the Fund’s use of the proceeds of the reverse repurchase agreement may effectively be restricted pending
such decision. These instruments may be subject to additional regulation as QFCs (see “Qualified Financial Contracts”
above for additional information). 

11 

Repurchase
Agreements.
Securities held by the Funds may be subject to Repurchase Agreements, pursuant to which the Funds would acquire
securities from financial institutions or registered broker-dealers deemed creditworthy by the Adviser pursuant to guidelines
adopted by the Trustees, subject to the seller’s agreement to repurchase such securities at a mutually agreed upon date
and price. The seller is required to maintain the value of collateral held pursuant to the agreement at not less than the repurchase
price (including accrued interest). If the seller were to default on its repurchase obligation or become insolvent, the Funds
would suffer a loss to the extent that the proceeds from a sale of the underlying portfolio securities were less than the repurchase
price, or to the extent that the disposition of such securities by the Funds is delayed pending court action.

These
instruments may be subject to additional regulation as QFCs (see “Qualified Financial Contracts” above for additional
information). 

Securities
Lending Transactions.
The Funds may from time to time lend securities from their portfolio to broker-dealers, banks, financial
institutions and institutional borrowers of securities and receive collateral in the form of cash or U.S. government obligations.
The Funds may not lend portfolio securities to: (a) any “affiliated person” (as that term is defined in the 1940 Act)
of the Trust; (b) any affiliated person of the Adviser; or (c) any affiliated person of such an affiliated person. Generally,
the Funds must receive initial collateral equal to 102% of the market value of the loaned securities, plus any interest due in
the form of cash or U.S. government obligations. This collateral must be valued daily and should the market value of the loaned
securities increase, the borrower must furnish additional collateral to the Funds to sufficiently maintain the value of the collateral
equal to at least 100% of the value of the loaned securities. During the time portfolio securities are on loan, the borrower will
pay the Funds any dividends or interest paid on such securities plus any interest negotiated between the parties to the lending
agreement. Loans will be subject to termination by the Funds or the borrower at any time. While the Funds will not have the right
to vote securities on loan, they intend to terminate loans and regain the right to vote if that is considered important with respect
to the investment. The Funds will only enter into loan arrangements with broker-dealers, banks or other institutions that the
Adviser has determined are creditworthy under guidelines established by the Trustees. Each Fund will limit its securities lending
to 33 1/3% of its total assets. As of the date of this SAI, the Funds do not currently lend securities.

These
instruments may be subject to additional regulation as QFCs (see “Qualified Financial Contracts” above for additional
information).

Special
Purpose Acquisition Companies.
The Funds may invest in special purpose acquisition companies (“SPACs”). SPACs
are collective investment structures that pool funds in order to seek potential acquisition opportunities. Unless and until an
acquisition is completed, a SPAC generally invests its assets (less an amount to cover expenses) in U.S. Government securities,
money market fund securities and cash. SPACs and similar entities may be blank check companies with no operating history or ongoing
business other than to seek a potential acquisition. Accordingly, the value of their securities is particularly dependent on the
ability of the entity’s management to identify and complete a profitable acquisition. Certain SPACs may seek acquisitions
only in limited industries or regions, which may increase the volatility of their prices. Investments in SPACs may be deemed illiquid
and/or be subject to restrictions on resale. To the extent the SPAC is invested in cash or similar securities, this may impact
a Fund’s ability to meet its investment objective.

Temporary
Defensive Measures — Short-Term Obligations.
These include high quality, short-term obligations such as domestic and foreign
commercial paper (including variable-amount master demand notes), bankers’ acceptances, certificates of deposit and demand
and time deposits of domestic and foreign branches of U.S. banks and foreign banks, and repurchase agreements. (See “Foreign
Securities” for a description of risks associated with investments in foreign securities.) Each Fund may hold up to 100%
of its assets in these instruments, which may result in performance that is inconsistent with its investment objective. 

12 

Short-Term
Corporate Obligations.
Corporate obligations are bonds issued by corporations and other business organizations in order to
finance their long-term credit needs. Corporate bonds in which the Funds may invest generally consist of those rated in the two
highest rating categories of a Nationally Recognized Statistical Rating Organization (“NRSRO”) that possess many favorable
investment attributes. In the lower end of this category, credit quality may be more susceptible to potential future changes in
circumstances.

Bankers’
Acceptances.
Bankers’ Acceptances are negotiable drafts or bills of exchange typically drawn by an importer or exporter
to pay for specific merchandise, which are “accepted” by a bank, meaning, in effect, that the bank unconditionally
agrees to pay the face value of the instrument on maturity. Bankers’ Acceptances will be those guaranteed by domestic and
foreign banks, if at the time of purchase such banks have capital, surplus, and undivided profits in excess of $100 million (as
of the date of their most recently published financial statements).

Certificates
of Deposit.
Certificates of Deposit (“CDs”) are negotiable certificates issued against funds deposited in a commercial
bank or a savings and loan association for a definite period of time and earning a specified return. CDs and demand and time deposits
invested in by the Funds will be those of domestic and foreign banks and savings and loan associations, if (a) at the time of
purchase such financial institutions have capital, surplus, and undivided profits in excess of $100 million (as of the date of
their most recently published financial statements) or (b) the principal amount of the instrument is insured in full by the Federal
Deposit Insurance Corporation (the “FDIC”) or the Savings Association Insurance Fund.

Eurodollar
CDs are U.S. dollar-denominated CDs issued by branches of foreign and domestic banks located outside the United States. Yankee
CDs are CDs issued by a U.S. branch of a foreign bank denominated in U.S. dollars and held in the United States.

Foreign
Time Deposits.
Eurodollar Time Deposits are U.S. dollar-denominated deposits in a foreign branch of a U.S. or foreign bank.
Canadian Time Deposits are U.S. dollar-denominated certificates of deposit issued by Canadian offices of major Canadian Banks.

Commercial
Paper.
Commercial paper (“CP”) consists of unsecured promissory notes issued by corporations. CP issues normally
mature in less than nine months and have fixed rates of return. The Funds will purchase only CP rated in one of the two highest
categories at the time of purchase by an NRSRO or, if not rated, found by the Adviser to present minimal credit risks and to be
of comparable quality to instruments that are rated high quality by an NRSRO that is neither controlling, controlled by, or under
common control with the issuer of, or any issuer, guarantor, or provider of credit support for, the instruments. For a description
of the rating symbols of each NRSRO, see Appendix A to this SAI.

U.S.
Corporate Debt Obligations.
The Funds may invest in U.S. corporate debt obligations, including bonds, debentures, and notes.
Debentures represent unsecured promises to pay, while notes and bonds may be secured by mortgages on real property or security
interests in personal property. Bonds include, but are not limited to, debt instruments with maturities of approximately one year
or more, debentures, mortgage-related securities, and zero coupon obligations. Bonds, notes, and debentures in which the Funds
may invest may differ in interest rates, maturities, and times of issuance. The market value of the Funds’ fixed income
investments will change in response to interest rate changes and other factors. During periods of falling interest rates, the
values of outstanding fixed income securities generally rise. Conversely, during periods of rising interest rates, the values
of such securities generally decline. Moreover, while securities with longer maturities tend to produce higher yields, the prices
of longer maturity securities are also subject to greater market fluctuations as a result of changes in interest rates. 

13 

Changes
by NRSROs in the rating of any fixed income security and in the ability of an issuer to make payments of interest and principal
also affect the value of these investments. Except under conditions of default, changes in the value of a Fund’s securities
will not affect cash income derived from these securities but will affect such Fund’s net asset value (“NAV”).

U.S.
Government Obligations.
U.S. government obligations are obligations issued or guaranteed by the U.S. government, its agencies,
and instrumentalities. Obligations of certain agencies and instrumentalities of the U.S. government are supported by the full
faith and credit of the U.S. Treasury; others are supported by the right of the issuer to borrow from the U.S. Treasury; others
are supported by the discretionary authority of the U.S. government to purchase the agency’s obligations; and still others
are supported only by the credit of the agency or instrumentality. No assurance can be given that the U.S. government will provide
financial support to U.S. government-sponsored agencies or instrumentalities if it is not obligated to do so by law.

Warrants.
Warrants are securities that give an investor the right to purchase equity securities from the issuer at a specific price
(the strike price) for a limited period of time. The strike price of warrants typically is much lower than the current market
price of the underlying securities, yet warrants are subject to greater price fluctuations. As a result, warrants may be more
volatile investments than the underlying securities and may offer greater potential for capital appreciation as well as capital
loss.

Zero-Coupon
Bonds.
The Funds may invest in zero-coupon bonds that are purchased at a discount from the face amount because the buyer receives
only the right to a fixed payment on a certain date in the future and does not receive any periodic interest payments. The effect
of owning instruments that do not make current interest payments is that a fixed yield is earned not only on the original investment
but also, in effect, on accretion during the life of the obligations. This implicit reinvestment of earnings at the same rate
eliminates the risk of being unable to reinvest distributions at a rate as high as the implicit yields on the zero-coupon bond,
but at the same time eliminates the holder’s ability to reinvest at higher rates. For this reason, zero-coupon bonds are
subject to substantially greater price fluctuations during periods of changing market interest rates than are comparable securities
that pay interest currently, which fluctuation increases in accordance with the length of the period to maturity.

Cyber
Security Risk

The
Trust and its service providers may be prone to operational and information security risks resulting from breaches in cyber security.
A breach in cyber security refers to both intentional and unintentional events that may cause the Trust to lose proprietary information,
suffer data corruption, or lose operational capacity. Breaches in cyber security include, among other behaviors, stealing or corrupting
data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information
or various other forms of cyber-attacks. Cyber security breaches affecting the Trust, the Adviser, custodian, transfer agent,
intermediaries and other third-party service providers may adversely impact the Trust. For instance, cyber security breaches may
interfere with the processing of shareholder transactions, impact the Trust’s ability to calculate its NAVs, cause the release
of private shareholder information or confidential business information, impede trading, subject the Trust to regulatory fines
or financial losses and/or cause reputational damage. The Trust may also incur additional costs for cyber security risk management
purposes. Similar types of cyber security risks are also present for issuers of securities in which the Funds may invest, which
could result in material adverse consequences for such issuers and may cause the Funds’ investment in such companies to
lose value. The Funds and the Adviser have limited ability to prevent or mitigate cybersecurity incidents affecting third party
service providers, and such third-party service providers may have limited indemnification obligations to the Funds or the Adviser. 

14 

LIBOR
Risk

Many
financial instruments may be tied to the London Interbank Offered Rate, or “LIBOR,” to determine payment obligations,
financing terms, hedging strategies, or investment value. LIBOR is the offered rate for short-term Eurodollar deposits between
major international banks. On July 27, 2017, the head of the UK Financial Conduct Authority announced a desire to phase out the
use of LIBOR by the end of 2021. Such announcement indicates that the continuation of LIBOR and other Reference Rates on the current
basis cannot and will not be guaranteed after 2021. The transition away from Reference Rates may lead to increased volatility
and illiquidity in markets that are tied to such Reference Rates and reduced values of Reference Rate-related investments. This
announcement and any additional regulatory or market changes that occur as a result of the transition away from Reference Rates
may have an adverse impact on the Funds’ investments, performance or financial condition.

Portfolio
Turnover

The
portfolio turnover rates stated in the Prospectuses are calculated by dividing the lesser of the Funds’ purchases or sales
of portfolio securities for the year by the monthly average value of the portfolio securities. The calculation excludes all securities
whose maturities, at the time of acquisition, were one year or less. For the fiscal years ended September 30, 2019, and September
30, 2020 the Small Cap Fund’s portfolio turnover amounted to 26% and 22%, respectively. For the fiscal years ended September
30, 2019 and September 30, 2020, the SMid Cap Fund’s portfolio turnover amounted to 37% and 11%, respectively.

Disclosure
of Portfolio Holdings

The
Board has adopted policies with respect to the disclosure of the Funds’ portfolio holdings by the Funds, the Adviser, or
their affiliates. These policies provide that the Funds’ portfolio holdings information generally may not be disclosed to
any party prior to the information becoming public. Certain limited exceptions are described below. These policies apply to disclosures
to all categories of persons, including individual investors, institutional investors, intermediaries who sell shares of the Funds,
third parties providing services to the Funds (accounting agent, print vendors, etc.), rating and ranking organizations (Lipper,
Morningstar, etc.) and affiliated persons of the Funds.

The
Trust’s Chief Compliance Officer is responsible for monitoring the Funds’ compliance with these policies and for providing
regular reports (at least annually) to the Board regarding the adequacy and effectiveness of the policy and recommend changes,
if necessary.

Non-Public
Disclosures

The
Adviser may authorize the disclosure of non-public portfolio holdings information under certain limited circumstances. The Funds’
policies provide that non-public disclosures of the Funds’ portfolio holdings may only be made if: (i) a Fund has a “legitimate
business purpose” (as determined by the President of the Trust) for making such disclosure; and (ii) the party receiving
the non-public information enters into a confidentiality agreement, which includes a duty not to trade on the non-public information
and describes any compensation to be paid to the Fund or any “affiliated person” of the Adviser, including any arrangement
to maintain assets in the Fund or in other investment companies or accounts managed by the Adviser or by any “affiliated
person” of the Adviser. 

15 

The
Adviser will consider any actual or potential conflicts of interest between the Adviser and the Funds’ shareholders and
will act in the best interest of the Funds’ shareholders with respect to any such disclosure of portfolio holdings information.
If a potential conflict can be resolved in a manner that does not present detrimental effects to the Funds’ shareholders,
the Adviser may authorize the release of portfolio holdings information. Conversely, if the potential conflict cannot be resolved
in a manner that does not present detrimental effects to the Funds’ shareholders, the Adviser will not authorize such release.

Ongoing
Arrangements to Disclose Portfolio Holdings

As
previously authorized by the Board and/or the Trust’s executive officers, the Funds periodically disclose non-public portfolio
holdings on a confidential basis to various service providers that require such information in order to assist the Funds in their
day-to-day operations, as well as public information to certain ratings organizations. These entities are described in the following
table. The table also includes information as to the timing of these entities receiving the portfolio holdings information from
the Funds. In none of these arrangements do the Funds or any “affiliated person” of the Adviser receive any compensation,
including any arrangement to maintain assets in the Funds or in other investment companies or accounts managed by the Adviser
or by any “affiliated person” of the Adviser.

Type
of Service Provider
Name
of Service Provider
Timing
of Release of Portfolio Holdings Information
Adviser Conestoga
Capital Advisors, LLC
Daily
Transfer
Agent / Fund Accounting
Ultimus
Fund Solutions, LLC
Daily
Custodian UMB
Bank, N.A.
Daily
Independent
Registered Public Accounting Firm
BBD,
LLP

Annual
Reporting Period: one business day after end of reporting period. 

Periodically,
as necessary for performance of ongoing audit services. 

Legal
Counsel
Faegre
Drinker Biddle & Reath LLP
Up
to 30 days before filing with the SEC. Periodically, as necessary for performance of legal services.
Distributor Ultimus
Fund Distributors, LLC
Monthly

These
service providers are required to keep all non-public information confidential and are prohibited from trading based on the information
or otherwise using the information, except as necessary in providing services to the Funds.

There
is no guarantee that the Funds’ policies on use and dissemination of holdings information will protect the Funds from the
potential misuse of holdings by individuals or firms in possession of such information.

VALUATION
OF PORTFOLIO SECURITIES

The
NAV of each share class of each Fund is determined and the shares of the Funds are priced as of the valuation time indicated in
the Prospectuses on each Business Day. A “Business Day” is a day on which the New York Stock Exchange, Inc. (the “NYSE”)
is open. Currently, the NYSE will not open in observance of the following holidays: New Year’s Day, Dr. Martin Luther King,
Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day, or,
when one of these holidays fall on a Saturday or Sunday, the preceding Friday or subsequent Monday. This closing schedule is subject
to change. 

16 

For
purposes of computing the NAV of each share class of each Fund, securities are valued at market value as of the close of regular
trading on the NYSE (normally, 4: 00 p.m. Eastern time) on each business day the NYSE is open. Securities listed on the NYSE or
other exchanges are valued on the basis of their last sale prices on the exchanges on which they are primarily traded. However,
if the last sale price on the NYSE is different than the last sale price on any other exchange, the NYSE price will be used. If
there are no sales on that day, the securities are valued at the closing bid price on the NYSE or other primary exchange for that
day. Securities traded in the over-the-counter market are valued on the basis of the last sale price. If there are no sales on
that day, the securities are valued at the mean between the closing bid and asked prices. Securities for which market quotations
are not readily available, and securities for which it is determined that market quotations do not accurately reflect their value,
are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers in a manner specifically
authorized by the Board. The Board annually reviews the reliability of the method used to value portfolio securities for which
market quotations are not readily available.

PERFORMANCE

From
time to time, the “average annual total return” and “total return” of an investment in each class of each
Fund’s shares may be advertised. An explanation of how total returns are calculated and the components of those calculations
are set forth below.

Total
Returns – General.
Total return information may be useful to investors in reviewing the Funds’ performance. The Funds’
advertisements of their performance must, under applicable SEC rules, include the average annual total returns of the Funds for
the 1-, 5-, and 10-year periods (or the life of the applicable Fund, if less) as of the most recently ended calendar quarter.
This enables an investor to compare a Fund’s performance to the performance of other funds for the same periods. However,
a number of factors should be considered before using such information as a basis for comparison with other investments. Investments
in the Funds are not insured; their total return is not guaranteed and normally will fluctuate on a daily basis. When redeemed,
an investor’s shares may be worth more or less than their original cost. Total return for any given past period is not a
prediction or representation by the Trust of future rates of return on its shares. The total returns of the shares of the Funds
are affected by portfolio quality, portfolio maturity, the type of investments the Funds hold, and operating expenses.

Total
Returns Before Taxes.
The “average annual total return before taxes” of each share class of each Fund is an average
annual compounded rate of return before taxes for each year in a specified number of years. It is the rate of return based on
the change in value of a hypothetical initial investment of $1,000 (“P” in the formula below) held for a number of
years (“n”) to achieve an Ending Redeemable Value (“ERV”), according to the following formula:

(ERV/P)1/n-1
= Average Annual Total Return Before Taxes

The
cumulative “total return before taxes” calculation measures the change in value of a hypothetical investment of $1,000
over an entire period greater than one year. Its calculation uses some of the same factors as average annual total return, but
it does not average the rate of return on an annual basis. Total return is determined as follows:

ERV
– P
= Total Return Before Taxes

 
  P

17 

Total
Returns After Taxes on Distributions.
The “average annual total return after taxes on distributions” of each Fund
is an average annual compounded rate of return after taxes on distributions for each year in a specified number of years. It is
the rate of return based on the change in value of a hypothetical initial investment of $1,000 (“P” in the formula
below) held for a number of years (“n”) to achieve an ending value at the end of the periods shown (“ATVD”),
according to the following formula:

(ATVD/P)1/n-1
= Average Annual Total Return After Taxes on Distributions

The
cumulative “total return after taxes on distributions” calculation measures the change in value of a hypothetical
investment of $1,000 over an entire period greater than one year. Its calculation uses some of the same factors as average annual
total return after taxes on distributions, but it does not average the rate of return on an annual basis. Total return after taxes
on distributions is determined as follows:

ATVD
– P = Total Return After Taxes on Distributions

P

Total
Returns After Taxes on Distributions and Redemptions.
The “average annual total return after taxes on distributions
and redemptions” of each Fund is an average annual compounded rate of return after taxes on distributions and redemption
for each year in a specified number of years. It is the rate of return based on the change in value of a hypothetical initial
investment of $1,000 (“P” in the formula below) held for a number of years (“n”) to achieve an ending
value at the end of the periods shown (“ATVDR”), according to the following formula:

(ATVDR/P)1/n-1
= Average Annual Total Return After Taxes on Distributions and Redemptions

The
cumulative “total return after taxes on distributions and redemptions” calculation measures the change in value of
a hypothetical investment of $1,000 over an entire period greater than one year. Its calculation uses some of the same factors
as average annual total return after taxes on distributions and redemptions, but it does not average the rate of return on an
annual basis. Total return after taxes on distributions is determined as follows:

ATVDR
– P = Total Return After Taxes on Distributions and Redemptions

 P

From
time to time the Funds may also quote an “average annual total return at NAV” or a cumulative “total return
at NAV.” It is based on the difference in NAV at the beginning and the end of the period for a hypothetical investment (without
considering sales charges, if any) and takes into consideration the reinvestment of dividends and capital gains distributions.

ADDITIONAL
PURCHASE, EXCHANGE AND REDEMPTION INFORMATION

In
connection with certain servicing plans, the Funds have made certain commitments that: (i) provide for one or more brokers to
accept on the Funds’ behalf, purchase, exchange and redemption orders; (ii) authorize such brokers to designate other intermediaries
to accept purchase, exchange and redemption orders on the Funds’ behalf; (iii) provide that the Funds will be deemed to
have received a purchase, exchange or redemption order when an authorized broker or, if applicable, a broker’s authorized
designee, accepts the order; and (iv) provide that customer orders will be priced at the Funds’ NAV next computed after
they are accepted by an authorized broker or the broker’s authorized designee. 

18 

When
the NYSE is closed, or when trading is restricted for any reason other than its customary weekend or holiday closings, or under
emergency circumstances as determined by the SEC to warrant such action, the Funds may not be able to accept purchase, exchange
or redemption requests.

The
Trust has elected, pursuant to Rule 18f-1 under the 1940 Act, to redeem shares of the Funds solely in cash up to the lesser of
$250,000 or 1% of the NAV of each Fund during any 90-day period for any one shareholder. The remaining portion of the redemption
may be made in securities or other property, valued for this purpose as they are valued in computing the NAV of the Funds. Shareholders
receiving securities or other property on redemption will generally realize a gain or loss for tax purposes and may incur additional
costs as well as the associated inconveniences of holding and/or disposing of such securities or other property.

DIVIDENDS
AND DISTRIBUTIONS

The
Funds distribute substantially all of their net investment income and net capital gains, if any, to shareholders within each calendar
year as well as on a fiscal year basis to the extent required for the Funds to qualify for favorable federal tax treatment. The
Funds ordinarily declare and pay dividends from their net investment income and make distributions of net capital gains, if any,
annually.

The
amount of the Funds’ distributions may vary from time to time depending on market conditions, the composition of the Funds’
portfolio, and expenses borne by the Funds.

The
net income of the Funds, from the time of the immediately preceding determination thereof, shall consist of all interest income
accrued on the portfolio assets of the Funds, dividend income, if any, income from securities loans, if any, income from corporate
actions such as reorganizations, if any, and realized capital gains and losses on the Funds’ assets, less all expenses and
liabilities of the Funds, chargeable against income. Interest income shall include discount earned, including both original issue
and market discount, on discount paper accrued ratably to the date of maturity. Expenses, including the compensation payable to
the Adviser, are accrued each day.

TAXES

The
following summarizes certain additional tax considerations generally affecting the Funds and their shareholders that are not described
in the Prospectuses. No attempt is made to present a detailed explanation of the tax treatment of the Funds or their shareholders,
and the discussions here and in the Prospectuses are not intended as a substitute for careful tax planning. Potential investors
should consult their tax advisers with specific reference to their own tax situations.

The
discussions of the federal tax consequences in the Prospectuses and this SAI are based on the Internal Revenue Code (the “Code”)
and the regulations issued under it, and court decisions and administrative interpretations, as in effect on the date of this
SAI. Future legislative or administrative changes or court decisions may significantly alter the statements included herein, and
any such changes or decisions may be retroactive.

Each
Fund has qualified, and intends to continue to qualify, as a regulated investment company under Subchapter M of Subtitle A, Chapter
1, of the Code. As a regulated investment company, each Fund generally is exempt from federal income tax on its net investment
income and realized capital gains which it distributes to shareholders. To qualify for treatment as a regulated investment company,
each Fund must meet three important tests each year. 

19 

First,
each Fund must derive with respect to each taxable year at least 90% of its gross income from dividends, interest, certain payments
with respect to securities loans, gains from the sale or other disposition of stock or securities or foreign currencies, other
income derived with respect to its business of investing in stock, securities, or currencies, or net income derived from interests
in qualified publicly traded partnerships.

Second,
generally, at the close of each quarter of its taxable year, at least 50% of the value of each Fund’s assets must consist
of cash and cash items, U.S. government securities, securities of other regulated investment companies and securities of other
issuers as to which the Fund has not invested more than 5% of the value of its total assets in securities of the issuer and as
to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer, and no more than 25% of the
value of each Fund’s total assets may be invested in the securities of (1) any one issuer (other than U.S. government securities
and securities of other regulated investment companies), (2) two or more issuers that the Fund controls and which are engaged
in the same or similar trades or businesses, or (3) one or more qualified publicly traded partnerships.

Third,
each Fund must distribute an amount equal to at least the sum of 90% of its investment company taxable income (net investment
income and the excess of net short-term capital gain over net long-term capital loss), before taking into account any deduction
for dividends paid, and 90% of its tax-exempt income, if any, for the year.

Each
Fund intends to comply with these requirements. If a Fund were to fail to make sufficient distributions, it could be liable for
corporate income tax and for excise tax in respect of the shortfall or, if the shortfall is large enough, the Fund could be disqualified
as a regulated investment company. If for any taxable year a Fund were not to qualify as a regulated investment company, all its
taxable income would be subject to tax at regular corporate rates without any deduction for distributions to shareholders. In
that event, taxable shareholders would recognize dividend income on distributions to the extent of the Fund’s current and
accumulated earnings and profits, and corporate shareholders could be eligible for the dividends-received deduction.

A
4% nondeductible excise tax is imposed on regulated investment companies that fail to distribute with respect to each calendar
year at least 98% of their ordinary taxable income for the calendar year and 98.2% of their capital gain net income (excess of
capital gains over capital losses) for the one year period ending October 31 of such calendar year and 100% of any such amounts
that were not distributed in the prior year. Each Fund intends to make sufficient distributions or deemed distributions of its
ordinary taxable income and any capital gain net income prior to the end of each calendar year to avoid liability for this excise
tax.

The
tax principles applicable to transactions in certain financial instruments, such as futures contracts and options, that may be
engaged in by a Fund, and investments in passive foreign investment companies (“PFICs”), are complex and, in some
cases, uncertain. Such transactions and investments may cause a Fund to recognize taxable income prior to the receipt of cash,
thereby requiring the Fund to liquidate other positions, or to borrow money, so as to make sufficient distributions to shareholders
to avoid corporate-level tax. Moreover, some or all of the taxable income recognized may be ordinary income or short-term capital
gain, so that the distributions may be taxable to shareholders as ordinary income.

In
addition, in the case of any shares of a PFIC in which a Fund invests, the Fund may be liable for corporate-level tax on any ultimate
gain or distributions on the shares if the Fund fails to make an election to recognize income annually during the period of its
ownership of the shares. 

20 

Although
each Fund expects to qualify as a “regulated investment company” and to be relieved of all or substantially all federal
income taxes, depending upon the extent of its activities in states and localities in which its offices are maintained, in which
its agents or independent contractors are located or in which it is otherwise deemed to be conducting business, a Fund may be
subject to the tax laws of such states or localities.

Each
Fund may also be subject to foreign withholding or other foreign taxes on income or gain from foreign securities in which the
Fund invests.

TRUSTEES
AND OFFICERS

Board
of Trustees.

Overall
responsibility for management of the Trust rests with the members of the Board (the “Trustees”), who are elected by
the shareholders of the Trust, unless appointed to fill a vacancy in accordance with the By-laws of the Trust and the 1940 Act.
The Funds are managed by the Board in accordance with the laws of the State of Delaware. There are currently seven (7) Trustees,
five (5) of whom are not “interested persons” (as defined in the 1940 Act) of the Trust (the “Independent Trustees”).
The Trustees, in turn, elect the officers of the Trust to supervise actively its day-to-day operations.

The
following table lists each Trustee, his or her year of birth, position with the Trust, principal occupations during the past five
years, and other directorships. No Trustee of the Trust is a “member of the immediate family” of any other Trustee
or officer of the Trust. A “member of the immediate family” means any parent, spouse of a parent, child, spouse of
a child, spouse, brother, or sister, and includes step and adoptive relationships (as defined in the 1940 Act). Each Trustee oversees
the Funds. There is no defined term of office, and each Trustee serves until the earlier of his or her resignation, retirement,
removal, death, or the election of a qualified successor. Each Independent Trustee, upon reaching the age of 75, will be required
to promptly submit his or her written resignation as a member of the Board to be effective as of December 31 of that year (the
“Retirement Year”). The Board may, in its sole discretion, suspend the resignation requirement or postpone the effectiveness
of the resignation with respect to an individual Independent Trustee until such time as it chooses, if the Board determines that
it is in the best interests of the Trust to do so, in which case the Independent Trustee may continue to serve as a Trustee past
the end of his or her Retirement Year.

Each
Trustee’s address is c/o Conestoga Funds, CrossPoint at Valley Forge, 550 E. Swedesford Road, Suite 120 East, Wayne, PA
19087. 

21 

Name
(Birth Year)
Position(s)
Held with the Trust and Length of Time Served
Principal
Occupation During Past 5 Years
Number
of Portfolios in Fund ComplexOverseen by Trustee
Other
Directorships
Independent Trustees        
Nicholas J. Kovich (1956) Trustee since 2002 and Lead Independent Trustee
since 2011

Managing
Director, Beach Investment Counsel from 2011 to 2018; President and Chief Executive Officer, Kovich Capital Management
(private asset management) since 2001; Managing Director, Morgan Stanley Investment Management from 1996 to 2001; General
Partner, Miller Anderson & Sherrerd from 1988 to 1996; Vice President, Waddell & Reed, Inc. from 1982 to 1988. 

2 Trustee, the Milestone Funds (1 Portfolio)
from 2007-2011.

James
G. Logue (1956)

Trustee since 2013 and Chair of the Nominating
Committee since 2018
Shareholder, McCausland Keen + Buckman (“MKB”)
(attorneys at law) since 1991; Associate, MKB from 1987 to 1990.
2 None
Denise C. Marbach (1954) Trustee since 2018 and Chair of the Audit
Committee since 2019
President, Gwynedd Mercy Academy High School
(2017-Present); Partner, PricewaterhouseCoopers LLP (1998-2015); Partner, Coopers & Lybrand (1987-1998).
2 None

M.
Eugenie G. Logue (1969)

Trustee since January 2020 Senior Vice President & Chief Financial
Officer of FIS Group, Inc. since 2018; Managing Director, Rosemont Investment Partners, LLC since 2002.
2

Independent
Trustee of the Cheswold Lane Funds from 2005 to 2015. 

James
R. Warren (1969) 

Trustee since January 2020 Vice President & Managing Director of
SEI Investments since 2004.
2

None

Interested Trustees        
Robert M. Mitchell (1969) Chairman of the Board since November 2020,
Chief Executive Officer since 2019 and Trustee since 2011
Managing Partner, Co-Founder and Portfolio
Manager of Conestoga Capital Advisors, LLC since 2001; Trustee of Academy of Notre Dame de Namur (a non-profit organization)
since 2018.
2 None

22 

Name
(Birth Year)
Position(s)
Held with the Trust and Length of Time Served
Principal
Occupation During Past 5 Years
Number
of Portfolios in Fund ComplexOverseen by Trustee
Other
Directorships
Mark S. Clewett (1968) Trustee since January
2020 and Senior Vice President since 2006
President since 2018 of
CCA and Director of Institutional Sales and Client Service for CCA since 2006; Board member and ambassador, For You Haiti
(not-for profit relief organization) since 2019.
2 None
* The
“Fund Complex” consists of the Funds.
Messrs.
Mitchell and Clewett are deemed to be “interested persons” of the Trust by
reason of their positions with the Funds’ Adviser.

The
Board believes that each of the Trustee’s experience, qualifications, attributes and skills on an individual basis and in
combination with those of the other Trustees lead to the conclusion that each Trustee should serve in such capacity. Among the
attributes common to all Trustees is the ability to review critically, evaluate, question and discuss information provided to
them, to interact effectively with the other Trustees, the Adviser, other service providers, counsel and the independent registered
public accounting firm, and to exercise effective business judgment in the performance of their duties as Trustees. A Trustee’s
ability to perform his or her duties effectively may have been attained through the Trustee’s business, consulting and/or
public service; experience as a board member of the Funds and other funds in the Fund Complex, other investment funds, or non-profit
entities or other organizations; education or professional training; and/or other life experiences. In addition to these shared
characteristics, set forth below is a brief discussion of the specific experience, qualifications, attributes or skills of each
Trustee.

Nicholas
J. Kovich
                         Mr. Kovich has been a Trustee since 2002 and serves as the lead independent Trustee of the Trust. Mr. Kovich
has substantial financial and asset management experience, in addition to senior executive-level management experience.

James
G. Logue
                             Mr. Logue has been a Trustee since 2013 and the Chairman of the Nominating Committee. Mr. Logue has
substantial legal counsel experience, in addition to senior executive-level management experience.

Denise
C. Marbach                        
Ms. Marbach has been a Trustee since 2018 and the Chair of the Audit Committee since 2019. Ms. Marbach has substantial
financial, managerial and consulting experience.

M.
Eugenie G. Logue
                   Ms.
Logue has been an Independent Trustee of the Trust since January 2020. Ms. Logue has significant investment management and investment
company experience.

James
R. Warren
                         Mr.
Warren has been an Independent Trustee of the Trust since January 2020. Mr. Warren has significant financial and investment industry
experience.

23 

Robert
M. Mitchell
                      Mr. Mitchell has been Treasurer since 2002, a Trustee since 2011 and Chief Executive Officer since 2019.
Mr. Mitchell has substantial financial and asset management experience, in addition to senior executive-level management experience.

Mark
S. Clewett
                           Mr. Clewett has been a Trustee since January 2020, President of CCA since 2018, and has been Senior Vice President
of the Trust since 2006. Prior to becoming President of the Adviser, Mr. Clewett was the Director of Institutional Sales and Client
Service for CCA. Before joining CCA in 2006, Mr. Clewett gained financial and asset management experience as a Senior Vice President
for Delaware Investments (subsequently renamed Macquarie Investment Management). Mr. Clewett’s extensive knowledge of the
investment management industry and investment management strategies, as well as his particular familiarity with CCA and the Funds,
led to the conclusion that he should serve as a Trustee.

Specific
details regarding each Trustee’s principal occupations during the past five years are included in the table above. 

Leadership
Structure and Oversight Responsibilities 



Overall responsibility for oversight of the Funds rests
with the Board. The Funds have engaged the Adviser to manage the Funds on a day-to-day basis. The Board is responsible for overseeing
the Adviser and other service providers in the operation of the Funds in accordance with the provisions of the 1940 Act, applicable
provisions of state and other laws and the Funds’ Agreement and Declaration of Trust and By-Laws. The Board is currently
composed of five members, three of whom are Independent Trustees. The Board meets in-person at regularly scheduled meetings four
times each year. In addition, the Board may hold special in-person or telephonic meetings or informal conference calls to discuss
specific matters that may arise or require action between regular meetings. As described below, the Board has established an Audit
Committee and a Nominating Committee, and may establish ad hoc committees or working groups from time to time to assist the Board
in fulfilling its oversight responsibilities. 

The
Board has appointed Robert M. Mitchell, an interested Trustee, to serve in the role of Chairman. The Chairman’s role is
to preside at all meetings of the Board and to act as liaison with the Adviser, other service providers, counsel and other Trustees
generally between meetings. The Chairman serves as a key point person for dealings between management and the Trustees. The Chairman
may also perform such other functions as may be delegated by the Board from time to time. Nicholas J. Kovich serves as the lead
independent Trustee of the Trust. The Board has determined that the Board’s leadership structure is appropriate because
it allows the Board to exercise informed and independent judgment over matters under its purview and it allocates areas of responsibility
among committees of Trustees and the full Board in a manner that enhances effective oversight.

The
Funds are subject to a number of risks, including investment, compliance, operational and valuation risks, among others. Risk
oversight forms part of the Board’s general oversight of the Funds and is addressed as part of various Board and committee
activities. Day-to-day risk management functions are subsumed within the responsibilities of the Adviser and other service providers
(depending on the nature of the risk), which carry out the Funds’ investment management and business affairs. The Adviser
and other service providers employ a variety of processes, procedures and controls to identify various events or circumstances
that give rise to risks, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances
if they do occur. Each of the Adviser and other service providers have their own independent interests in risk management, and
their policies and methods of risk management will depend on their functions and business models. The Board recognizes that it
is not possible to identify all of the risks that may affect the Funds or to develop processes and controls to eliminate or mitigate
their occurrence or effects. The Board requires senior officers of the Trust and the Adviser to report to the full Board on a
variety of matters at regular and special meetings of the Board, including matters relating to risk management. The Board and
the Audit Committee also receive regular reports from the Trust’s independent registered public accounting firm on internal
control and financial reporting matters. The Board also receives reports from certain of the Trust’s other primary service
providers on a periodic or regular basis. The Board may, at any time and in its discretion, change the manner in which it conducts
risk oversight.  

24 

The
Board has an Audit Committee consisting of the Independent Trustees and chaired by Ms. Marbach, whose function is to recommend
independent auditors of the Funds and monitor accounting and financial matters. The Board has determined that Mr. Kovich may serve
as the Audit Committee Financial Expert. The Audit Committee met two times during the fiscal year ended September 30, 2020. 

The
Board has a standing Nominating Committee that is composed of the Independent Trustees and Chaired by Mr. Logue. The principal
responsibility of the Nominating Committee is to consider, recommend and nominate candidates to fill vacancies on the Trust’s
Board, if any. The Nominating Committee will review all shareholder recommendations for nominations to fill vacancies on the Board
if such recommendations are submitted in writing and addressed to the Committee at the Trust’s office. The Nominating Committee
did not meet during the fiscal year ended September 30, 2020. 

The
following tables show the dollar ranges of securities beneficially owned by the Trustees in the Funds as of December 31, 2020.
No Independent Trustee or his or her immediate family member owns beneficially or of record an interest in the Adviser or in any
person directly or indirectly controlling, controlled by, or under common control with the Adviser. As of December 31, 2020, the
Trustees and Officers as a group held less than 1% of the outstanding shares of each class of each Fund.

Independent
Trustees 

Dollar
Range of Equity Securities in the Small Cap Fund 

Dollar
Range of Equity Securities in the SMid Cap Fund
Aggregate
Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies
1
Nicholas
J. Kovich
$50,001-$100,000 $50,001-$100,000 Over
$100,000
James
G. Logue
None Over
$100,000
Over
$100,000
Denise
C. Marbach
$50,001-$100,000 $50,001-$100,000 Over
$100,000
M.
Eugenie G. Logue
Over
$100,000
Over
$100,000
Over
$100,000
James
R. Warren
Over $100,000 $50,001-$100,000 Over
$100,000
Interested
Trustees
     
Robert
M. Mitchell
Over
$100,000
Over
$100,000
Over
$100,000
Mark
S. Clewett
Over
$100,000
Over
$100,000
Over
$100,000
1 The
Conestoga Funds “family of funds” consists of the Funds. Trustee holdings in the Conestoga family of funds as of December
31, 2020 include the Trustee’s holdings of the Funds.

25 

Board
Compensation.  

Effective
January 1, 2021, the Independent Trustees receive a quarterly retainer of $11,250 (except that such retainer is $17,750 for each
of the Lead Independent Trustee and $16,650 for the Chair of the Audit Committee) and $5,000 per quarterly and special in-person
meeting. Messrs. Mitchell and Clewett do not receive compensation in the form of trustee fees from the Trust. 

From
January 1, 2020 through December 31, 2020, the Independent Trustees received a quarterly retainer of $11,125 (except that such
retainer is $16,125 for each of the Lead Independent Trustee and the Chair of the Audit Committee) and $5,000 per quarterly and
special in-person meeting, and 50% of such meeting fee for telephonic meetings. Messrs. Mitchell and Clewett (and, prior to his
retirement from the Board, Mr. Martindale) did not receive compensation in the form of trustee fees from the Trust. From January
1, 2019, through December 31, 2019, the Independent Trustees received a quarterly retainer of $10,000 (except that such fee is
$15,000 for each of the Lead Independent Trustee and the Chair of the Audit Committee). 

For
the fiscal year ended September 30, 2020, the Independent Trustees received the following fees: 

Trustee   Compensation from Small Cap Fund     Compensation from SMid Cap Fund     Pension or Retirement

Benefits Accrued As

Part of Fund Expenses
  Estimated Annual

Benefits Upon

Retirement
  Total Compensation

From Funds and

Fund Complex Paid

to Trustee
 
Mr. Nicholas J. Kovich   $ 52,872     $ 34,628     None   None   $ 87,500  
Mr. James G. Logue   $ 35,372     $ 32,128     None   None   $ 67,500  
Ms. Denise C. Marbach   $ 52,872     $ 34,628     None   None   $ 87,500  
M. Eugenie G. Logue   $ 35,372     $ 32,128     None   None   $ 67,500  
James R. Warren   $ 35,372     $ 32,128     None   None   $ 67,500  

Officers.

The
following table lists each officer of the Trust, his or her year of birth, position with the Trust, and principal occupations
during the past five years. No officer of the Trust is a “member of the immediate family” (as defined above) of any
other Trustee or officer of the Trust. There is no defined term of office, and each officer of the Trust serves until the earlier
of his or her resignation, retirement, removal, death, or the election of a qualified successor. Messrs. D’Orazio, Clewett
and Monahan are affiliated persons of the Funds’ Adviser. Ms. Leamer and Messrs. Bauer and Baird are affiliated persons
of the Funds’ Distributor.

Name
(Birth Year)
Position(s)
Held with the Trust and Length of Time Served
Principal
Occupation During Past 5 Years
Robert
M. Mitchell
Chief
Executive Officer since 2019
Trustee
of the Trust since 2011; Treasurer of the Trust from 2002-2019; Managing Partner, Co-Founder and Portfolio Manager of Conestoga
Capital Advisors, LLC since 2001; Trustee of Academy of Notre Dame de Namur (a non-profit organization) since 2018.

26 

Name
(Birth Year)
Position(s)
Held with the Trust and Length of Time Served
Principal
Occupation During Past 5 Years
Duane
R. D’Orazio (1972)
Secretary since 2002;
Chief Compliance Officer since 2004
Managing
Partner and Co-Founder of Conestoga Capital Advisors, LLC since 2001 and Chief Compliance Officer of Conestoga Capital Advisors,
LLC since 2007.
Mark S. Clewett
(1968)
Senior Vice President since 2006 Trustee of the
Trust since 2020; Managing Partner, President of Conestoga Capital Advisors, LLC since 2018 and Director of Institutional
Sales and Client Service of Conestoga Capital Advisors, LLC since 2006.
Joseph F. Monahan
(1959)
Senior Vice President since 2009 and Treasurer
since 2019
Managing Partner,
Portfolio Manager and Research Analyst of Conestoga Capital Advisors, LLC since 2008.
Jennifer L. Leamer (1976) Assistant Treasurer since 2016 Since 2014, Vice
President, Mutual Fund Controller and Business Analyst from 2007 to 2014 of Ultimus Fund Solutions, LLC.
Daniel D. Bauer (1977) Assistant Treasurer since 2016 Since 2015, Assistant
Mutual Fund Controller; Fund Accounting Manager from 2012 to 2015 of Ultimus Fund Solutions, LLC.
Kara Baird (1975) Assistant Vice President and Anti-Money Laundering
Officer since 2020
Since 2012, Senior
Vice President of Ultimus Fund Solutions, LLC.

The
officers of the Trust receive no compensation from the Trust for performing the duties of their offices.

The
mailing address of each officer of the Trust is CrossPoint at Valley Forge, 550 E. Swedesford Road, Suite 120 East, Wayne, PA
19087.

ADVISORY
AND OTHER CONTRACTS

The
following sections describe the Trust’s material agreements for investment advisory, custodial and transfer agency services.

Investment
Adviser.

One
of the Trust’s most important contracts is with the Adviser, a Delaware limited liability company registered as an investment
adviser with the SEC. The Adviser is 100% owned by Mr. Mitchell, Mr. D’Orazio, Mr. Clewett, Mr. Monahan, Mr. David Niederer,
Mr. John Schipper, Mr. Larry Carlin, Mr. Johnston, Mr. Riggs, Ms. Patterson, Ms. Castorano, Ms. Romito and Mr. Martindale. Messrs.
Mitchell, D’Orazio, Clewett and Monahan are considered “control persons” (as defined in the 1940 Act) of the
Adviser. As of December 31, 2020, the Adviser managed approximately $7.3 billion for numerous clients. 

27 

Small
Cap Fund Investment Advisory Agreement.

On
November 17, 2020, the Board, including a majority of the Independent Trustees, approved the continuation of the investment advisory
agreement between the Trust, on behalf of the Small Cap Fund, and the Adviser (the “Advisory Agreement”). Pursuant
to the Advisory Agreement the Fund pays the Adviser a monthly fee calculated at 0.90% of the Fund’s average daily net assets.

During
the fiscal years ended September 30, 2018, September 30, 2019 and September 30, 2020 the Small Cap Fund paid the Adviser $17,448,736,
$22,415,808 and $24,203,105, respectively, pursuant to the Advisory Agreement.

The
Adviser has contractually agreed to limit the Small Cap Fund’s “Total Annual Fund Operating Expenses” (excluding
taxes, extraordinary expenses, reorganization expenses, brokerage commissions, interest, other expenditures that are capitalized
in accordance with generally accepted accounting principles, and other extraordinary expenses not incurred in the ordinary course
of the Fund’s business) for Investors Class Shares to 1.10% of the Small Cap Fund’s average daily net assets attributable
to Investors Class Shares and for Institutional Class Shares to 0.90% of the Small Cap Fund’s average daily net assets attributable
to Institutional Class Shares until at least January 31, 2022. If it becomes no longer necessary for the Adviser to waive fees
or make reimbursements, the Adviser may retain the difference between “Total Annual Fund Operating Expenses” and the
respective percentage to recapture any of its prior waivers or reimbursements for a period not to exceed two fiscal years from
the fiscal year in which the waiver or reimbursement was made to the extent that such a recapture does not cause the “Total
Annual Fund Operating Expenses” to exceed the applicable expense limitation that was in effect at the time of the waiver
or reimbursement. During the fiscal years ended September 30, 2018, September 30, 2019 and September 30, 2020, the Adviser waived
$2,711,892, $2,911,637 and $3,223,640 in fees resulting in a net advisory fee of $14,736,844, $19,504,171 and $20,979,465 respectively.

The
Advisory Agreement provides that in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations
or duties under the agreement by the Adviser, or a breach of fiduciary duty with respect to receipt of compensation, neither the
Adviser nor any of its directors, officers, shareholders, agents, or employees shall be liable to the Trust, the Small Cap Fund
or any shareholder of the Small Cap Fund for any error of judgment or mistake of law or for any act or omission in the course
of, or connected with, rendering services thereunder or for any loss suffered by the Trust, the Small Cap Fund or any shareholder
of the Small Cap Fund in connection with the performance of the agreement.

The
Advisory Agreement provides that unless sooner terminated, it will continue in effect as to the Small Cap Fund for consecutive
one-year terms, provided that such renewal is approved at least annually by the Board or by a vote of a majority of the outstanding
shares of the Small Cap Fund, and in either case, by a majority of the Independent Trustees by votes cast in person at a meeting
called for such purpose. The Advisory Agreement terminates automatically in the event of any assignment, as defined in the 1940
Act.

SMid
Cap Fund Investment Advisory Agreement.

On
November 17, 2020, the Board, including a majority of the Independent Trustees, approved the continuation of the investment advisory
agreement between the Trust, on behalf of the SMid Cap Fund, and the Adviser. Pursuant to the Advisory Agreement, the SMid Cap
Fund pays the Adviser a monthly fee calculated at an annual rate of 0.85% of the SMid Cap Fund’s average daily net assets.
During the fiscal years ended September 30, 2018, September 30, 2019 and September 30, 2020, the SMid Cap Fund paid the adviser
$379,583, $813,418 and $1,452,448, respectively. 

28 

The
Adviser has contractually agreed to limit the Fund’s “Total Annual Fund Operating Expenses” (excluding interest,
taxes, brokerage commissions, other expenditures that are capitalized in accordance with generally accepted accounting principles,
and other extraordinary expenses not incurred in the ordinary course of such Fund’s business) to 1.10% (for the Investors
Class) and 0.85% (for the Institutional Class) of the Fund’s average daily net assets until at least January 31, 2022, subject
to termination at any time at the option of the Fund. From January 31, 2017 to January 30, 2018, the contractual limitation was
1.15% for Investors Class and 0.90% for Institutional Class. Prior to January 31, 2017, the contractual limitation was 1.35% for
Investors Class and 1.10% for Institutional Class. If it becomes unnecessary for the Adviser to waive fees or make reimbursements,
the Adviser may retain the difference between “Total Annual Fund Operating Expenses” and the respective percentage
to recapture any of its prior waivers or reimbursements for a period not to exceed two fiscal years from the fiscal year in which
the waiver or reimbursement was made, to the extent that such a recapture does not cause the “Total Annual Fund Operating
Expenses” to exceed the applicable expense limitation that was in effect at the time of the waiver or reimbursement. During
the fiscal years ended September 30, 2018, September 30, 2019 and September 30, 2020, the Adviser waived $353,591, $519,003 and
$698,437 in fees, resulting in a net advisory fee of $25,992, $294,415 and $754,011 respectively.

The
Advisory Agreement provides that in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations
or duties under the agreement by the Adviser, or a breach of fiduciary duty with respect to receipt of compensation, neither the
Adviser nor any of its directors, officers, shareholders, agents, or employees shall be liable to the Trust, the SMid Cap Fund
or any shareholder of the SMid Cap Fund for any error of judgment or mistake of law or for any act or omission in the course of,
or connected with, rendering services thereunder or for any loss suffered by the Trust, the SMid Cap Fund or any shareholder of
the Fund in connection with the performance of the agreement.

The
Advisory Agreement provides that unless sooner terminated, it will continue in effect as to the SMid Cap Fund for consecutive
one-year terms, provided that such renewal is approved at least annually by the Board or by a vote of a majority of the outstanding
shares of the SMid Cap Fund, and in either case, by a majority of the Independent Trustees by votes cast in person at a meeting
called for such purpose. The Advisory Agreement terminates automatically in the event of any assignment, as defined in the 1940
Act.

Small
Cap Fund Portfolio Managers.

This
section includes information about Robert M. Mitchell and Joseph F. Monahan, the Small Cap Fund’s portfolio managers, including
information concerning other accounts they manage, the dollar range of Fund shares they own and how they are compensated.

Other
Accounts

Portfolio
Manager

Number
of Other Accounts (Total Assets)as of September 30, 2020 

Number
of Other Accounts (Total Assets)Subject to a Performance Fee as of September 30, 2020 

Robert
M. Mitchell
     
Registered
Investment Companies
1 $280
Million
None
Other
Pooled Investment Vehicles
2 $310
Million
None
Other
Accounts
208 $1,512
Million
None

29 

Portfolio
Manager

Number
of Other Accounts (Total Assets)as of September 30, 2020 

Number
of Other Accounts (Total Assets)Subject to a Performance Fee as of September 30, 2020
 

Joseph
F. Monahan
     
Registered
Investment Companies
1 $280 Million None
Other
Pooled Investment Vehicles
2 $292 Million None
Other
Accounts
184 $1,095
Million
None
* Rounded
to the nearest million.

SMid
Cap Fund Portfolio Managers.

This
section includes information about Robert M. Mitchell, Derek S. Johnston and Joseph F. Monahan, the SMid Cap Fund’s portfolio
managers, including information concerning other accounts they manage, the dollar range of Funds shares they own and how they
are compensated.

Other
Accounts

Lead
Portfolio Managers
Number
of Other Accounts (Total Assets)as of September 30, 2020
Number
of Other Accounts (Total Assets)Subject to a Performance Fee as of September 30, 2020
Robert
M. Mitchell
     
Registered
Investment Companies
1 $280
Million
None
Pooled
Investment Vehicles
2 $310
Million
None
Other
Accounts
208 $1,512
Million
None
Derek
S. Johnston
     
Registered
Investment Companies
0 $0 None
Other
Pooled Investment Vehicles
1 $29
Million
None
Other
Accounts
19 $396
Million
None
* Rounded
to the nearest million.
Co-Portfolio
Managers
Number
of Other Accounts (Total Assets)as of September 30, 2020
Number
of Other Accounts (Total Assets)Subject to a Performance Fee as of September 30, 2020
Joseph
F. Monahan
     
Registered
Investment Companies
1 $280
Million
None
Other
Pooled Investment Vehicles
2 $292
Million
None
Other
Accounts
184 $1,095
Million
None
* Rounded
to the nearest million.

30 

In
managing other investment companies, other pooled investment vehicles and other accounts, the Adviser may employ strategies similar
to those employed by the Funds. As a result, these other accounts may invest in the same securities as the Funds. The SAI section
entitled “Portfolio Transactions” discusses the various factors that the Adviser considers in allocating investment
opportunities among the Funds and other similarly managed accounts.

Fund
Ownership

As
of September 30, 2020, Mr. Mitchell owned from $100,001 to $500,000 of the Small Cap Fund’s shares and $100,001 to $500,000
of the SMid Cap Fund’s shares. Mr. Monahan owned from $100,001 to $500,000 of the Small Cap Fund’s shares and from
$100,001 to $500,000 of the SMid Cap Fund’s shares. Mr. Johnston did not own shares of the Small Cap Fund and owned from
$500,001 to $1,000,000 of the SMid Cap Fund’s shares.

Compensation

Each
of the Fund’s portfolio managers is a partner of the Adviser. As such, each portfolio manager receives a share of the Adviser’s
annual profits, as specified in the manager’s partnership agreement with the Adviser, from the Adviser’s management
of the Funds and all other accounts.

Custodian.

UMB
Bank, N.A., 928 Grand Boulevard, 5th Floor, Kansas City, MO 64106 (the “Custodian”) serves as custodian for the assets
of the Funds under an agreement with the Trust, on behalf of the Funds, and the Adviser, dated November 28, 2006 (the “Custodian
Agreement”). Under the Custody Agreement, the Custodian holds the Funds’ securities and keeps all necessary accounts
and records. Under this Agreement, the Custodian (1) maintains a separate account or accounts in the name of the Funds; (2) makes
receipts and disbursements of money on behalf of the Funds; (3) collects and receives all income and other payments and distributions
on account of the Funds’ securities; and (4) responds to correspondence from security brokers and others relating to
its duties. The Custodian may, with the approval of the Funds and at the Custodian’s own expense, open and maintain a sub-custody
account or accounts on behalf of the Funds, provided that the Custodian shall remain liable for the performance of all of its
duties under the Custodian Agreement.

Distributor.

Ultimus
Fund Distributors, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246 (the “Distributor”) serves as distributor
for the continuous offering of the Funds’ shares. 

Small
Cap Fund Distribution Plan.

As
described in the prospectus, the Trust, on behalf of the Small Cap Fund, has adopted a Distribution and Shareholder Servicing
Plan pursuant to Rule 12b-1 under the 1940 Act (the “Distribution Plan”). Rule 12b-1 provides in substance that a
mutual fund may not engage directly or indirectly in financing any activity that is primarily intended to result in the sale of
shares of such mutual fund except pursuant to a plan adopted by the fund under Rule 12b-1. The Distribution Plan provides
that the Fund may incur distribution expenses related to the sale of shares of up to 0.25% per annum of the Small Cap Fund’s
average daily net assets attributable to Investors Class shares. During the fiscal year ended September 30, 2020, Investors Class
shares of the Small Cap Fund paid $2,026,890 in fees under the Distribution Plan. 

31 

The
Distribution Plan provides that the Small Cap Fund may finance activities that are primarily intended to result in the sale of
the Small Cap Fund’s shares, including, but not limited to, advertising, printing of prospectuses and reports for other
than existing shareholders, preparation and distribution of advertising material and sales literature and payments to dealers
and shareholder servicing agents who enter into agreements with the Small Cap Fund.

In
approving the Distribution Plan in accordance with the requirements of Rule 12b-1 under the 1940 Act, the Board, including a majority
of the Independent Trustees who have no direct or indirect financial interest in the operation of the Plan or in any agreements
related to the Plan (the “Rule 12b-1 Trustees”), considered various factors and determined that there is a reasonable
likelihood that the Plan will benefit the Small Cap Fund and its shareholders. The Distribution Plan will continue in effect from
year to year if specifically approved annually (a) by the majority of the Small Cap Fund’s outstanding voting shares or
by the Board and (b) by the vote of a majority of the Rule 12b-1 Trustees cast in person at a meeting called specifically for
the purpose of voting on the Distribution Plan. While the Distribution Plan remains in effect, the Small Cap Fund will furnish
to the Board a written report of the amounts spent by the Small Cap Fund under the Plan and the purposes for these expenditures.
The Distribution Plan may not be amended to increase materially the amount to be spent for distribution without shareholder approval
and all material amendments to the Distribution Plan must be approved by a majority of the Board and by the Rule 12b-1 Trustees
in a vote cast in person at a meeting called specifically for that purpose. While the Distribution Plan is in effect, the selection
and nomination of the Independent Trustees shall be made by those Independent Trustees then in office, and a majority of the Board
shall be comprised of Independent Trustees.

The
Distribution Plan will remain in effect until September 30, 2021 and from year to year thereafter, provided that such continuance
is approved annually by a majority of the Board, including a majority of the Independent Trustees who have no direct or indirect
financial interest in the operation of the Distribution Plan or in any agreements entered into in connection with the Distribution
Plan cast in person at a meeting called for the purposes of voting on the approval of the Distribution Plan.

SMid
Cap Fund Distribution Plan.

As
described in the prospectus, the Trust, on behalf of the SMid Cap Fund, has adopted a Distribution and Shareholder Servicing Plan
pursuant to Rule 12b-1 under the 1940 Act (the “Distribution Plan”). Rule 12b-1 provides in substance that a mutual
fund may not engage directly or indirectly in financing any activity that is primarily intended to result in the sale of shares
of such mutual fund except pursuant to a plan adopted by the fund under Rule 12b-1. The Distribution Plan provides that the Fund
may incur distribution expenses related to the sale of shares of up to 0.25% per annum of the SMid Cap Fund’s average daily
net assets attributable to Investors Class shares. During the fiscal year ended September 30, 2020, Investors Class shares of
the SMid Cap Fund paid $119,382 in fees under the Distribution Plan.

The
Distribution Plan provides that the SMid Cap Fund may finance activities that are primarily intended to result in the sale of
the SMid Cap Fund’s shares, including, but not limited to, advertising, printing of prospectuses and reports for other than
existing shareholders, preparation and distribution of advertising material and sales literature and payments to dealers and shareholder
servicing agents who enter into agreements with the SMid Cap Fund.

In
approving the Distribution Plan in accordance with the requirements of Rule 12b-1 under the 1940 Act, the Board, including a majority
of the Independent Trustees who have no direct or indirect financial interest in the operation of the Plan or in any agreements
related to the Plan (the “Rule 12b-1 Trustees”), considered various factors and determined that there is a reasonable
likelihood that the Plan will benefit the SMid Cap Fund and its shareholders. The Distribution Plan will continue in effect from
year to year if specifically approved annually (a) by the majority of the SMid Cap Fund’s outstanding voting shares or by
the Board and (b) by the vote of a majority of the Rule 12b-1 Trustees cast in person at a meeting called specifically for the
purpose of voting on the Distribution Plan. While the Distribution Plan remains in effect, the SMid Cap Fund will furnish to the
Board a written report of the amounts spent by the SMid Cap Fund under the Plan and the purposes for these expenditures. The Distribution
Plan may not be amended to increase materially the amount to be spent for distribution without shareholder approval and all material
amendments to the Distribution Plan must be approved by a majority of the Board and by the Rule 12b-1 Trustees in a vote cast
in person at a meeting called specifically for that purpose. While the Distribution Plan is in effect, the selection and nomination
of the Independent Trustees shall be made by those Independent Trustees then in office, and a majority of the Board shall be comprised
of Independent Trustees. 

32 

The
Distribution Plan will remain in effect until September 30, 2021 and from year to year thereafter, provided that such continuance
is approved annually by a majority of the Board, including a majority of the Independent Trustees who have no direct or indirect
financial interest in the operation of the Distribution Plan or in any agreements entered into in connection with the Distribution
Plan cast in person at a meeting called for the purposes of voting on the approval of the Distribution Plan.

Small
Cap Fund Shareholder Servicing Plan.

Effective
August 12, 2004, the Trust adopted a shareholder servicing plan on behalf of the Small Cap Fund. Payments made under the Shareholder
Servicing Plan to shareholder servicing agents (which may include affiliates of the Adviser) are for administrative support services
to customers who may from time to time beneficially own shares. These services may include: (i) establishing and maintaining
accounts and records relating to shareholders; (ii) processing dividend and distribution payments from the Small Cap Fund
on behalf of shareholders; (iii) providing information periodically to shareholders showing their positions in shares and
integrating such statements with those of other transactions and balances in shareholders’ other accounts serviced by such
financial institution; (iv) arranging for bank wires; (v) responding to shareholder inquiries relating to the services performed;
(vi) responding to routine inquiries from shareholders concerning their investments; (vii) providing subaccounting with respect
to shares beneficially owned by shareholders, or the information to the Small Cap Fund necessary for subaccounting; (viii) if
required by law, forwarding shareholder communications from the Small Cap Fund (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices) to shareholders; (ix) assisting in processing purchase,
exchange and redemption requests from shareholders and in placing such orders with the Trust’s service contractors; (x)
assisting shareholders in changing dividend options, account designations and addresses; (xi) providing shareholders with a service
that invests the assets of their accounts in shares pursuant to specific or pre-authorized instructions; and (xii) providing
such other similar services as the Small Cap Fund may reasonably request to the extent that the agent is permitted to do so under
applicable statutes, rules and regulations.

As
stated in the Prospectus, for these services, the Small Cap Fund may pay a fee at an annual rate of up to 0.25% of the average
daily net assets of the shares serviced by the agent. The Fund does not intend to pay more than 0.10% in servicing fees for Institutional
Class Shares through September 30, 2021. The Board currently limits the Fund’s Shareholder Servicing Plan fees to 0.05%
of the average daily net assets attributable to Investor Class shares of the Fund. During the fiscal year ended September 30,
2018, the Institutional Class shares and Investor Class shares of the Small Cap Fund paid $309,009 and $2,243,978, respectively,
in fees under the Shareholder Servicing Plan. During the fiscal year ended September 30, 2019, the Institutional Class shares
and the Investors Class shares of the Small Cap Fund paid $704,503 and $432,615, respectively, in fees under the Shareholder Servicing
Plan. During the fiscal year ended September 30, 2020, the Institutional Class shares and the Investors Class shares of the Small
Cap Fund paid $915,575 and $405,377, respectively, in fees under the Shareholder Servicing Plan 

33 

The
Shareholder Servicing Plan was also adopted in accordance with Rule 12b-1 under the 1940 Act. Rule 12b-1 provides in substance
that a mutual fund may not engage directly or indirectly in financing any activity that is primarily intended to result in the
sale of shares of such mutual fund except pursuant to a plan adopted by the fund under Rule 12b-1. In approving the Shareholder
Servicing Plan in accordance with the requirements of Rule 12b-1 under the 1940 Act, the Board, including a majority of the Independent
Trustees who have no direct or indirect financial interest in the operation of the Shareholder Servicing Plan or in any agreements
related to the Plan (the “Rule 12b-1 Trustees”), considered various factors and determined that there is a reasonable
likelihood that the Shareholder Servicing Plan will benefit the Small Cap Fund’s shareholders. The Shareholder Servicing
Plan will continue in effect from year to year if specifically approved annually (a) by the majority of the Small Cap Fund’s
outstanding voting shares or by the Board and (b) by the vote of a majority of the Rule 12b-1 Trustees cast in person at
a meeting called specifically for the purpose of voting on the Shareholder Servicing Plan.

SMid
Cap Fund Shareholder Servicing Plan

Effective
January 21, 2014, the Trust adopted a Shareholder Servicing Plan on behalf of the SMid Cap Fund. Payments made under the Shareholder
Servicing Plan to shareholder servicing agents (which may include affiliates of the Adviser) are for administrative support services
to customers who may from time to time beneficially own shares. These services may include: (i) establishing and maintaining
accounts and records relating to shareholders; (ii) processing dividend and distribution payments from the Fund on behalf
of shareholders; (iii) providing information periodically to shareholders showing their positions in shares and integrating
such statements with those of other transactions and balances in shareholders’ other accounts serviced by such financial
institution; (iv) arranging for bank wires; (v) responding to shareholder inquiries relating to the services performed; (vi)
responding to routine inquiries from shareholders concerning their investments; (vii) providing sub-accounting with respect to
shares beneficially owned by shareholders, or the information to the SMid Cap Fund necessary for sub-accounting; (viii) if
required by law, forwarding shareholder communications from the SMid Cap Fund (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices) to shareholders; (ix) assisting in processing purchase,
exchange and redemption requests from shareholders and in placing such orders with the Trust’s service contractors; (x)
assisting shareholders in changing dividend options, account designations and addresses; (xi) providing shareholders with a service
that invests the assets of their accounts in shares pursuant to specific or pre-authorized instructions; and (xii) providing
such other similar services as the SMid Cap Fund may reasonably request to the extent that the agent is permitted to do so under
applicable statutes, rules and regulations.

As
stated in the Prospectus, for these services, the SMid Cap Fund may pay a fee at an annual rate of up to 0.25% of the average
daily net assets of the shares serviced by the agent. The Fund does not intend to pay more than 0.10% in servicing fees for Institutional
Class shares through September 30, 2021. The Board currently limits the Fund’s Shareholder Servicing Plan fees to 0.05%
of the average daily net assets attributable to Investor Class shares of the Fund. During the fiscal year ended September 30,
2018, the Institutional Class shares and the Investor Class shares of the SMid Cap Fund paid $22,214 and $36,743, respectively,
in fees under the Shareholder Servicing Plan. During the fiscal year ended September 30, 2019, the Institutional Class shares
and the Investors Class shares of the SMid Cap Fund paid $53,227 and $19,329, respectively, in fees under the Shareholder Servicing
Plan. During the fiscal year ended September 30, 2020, the Institutional Class shares and the Investors Class shares of the SMid
Cap Fund paid $100,610 and $23,876, respectively, in fees under the Shareholder Servicing Plan. 

34 

The
Shareholder Servicing Plan was also adopted in accordance with Rule 12b-1 under the 1940 Act. Rule 12b-1 provides in substance
that a mutual fund may not engage directly or indirectly in financing any activity that is primarily intended to result in the
sale of shares of such mutual fund except pursuant to a plan adopted by the fund under Rule 12b-1. In approving the Shareholder
Servicing Plan in accordance with the requirements of Rule 12b-1 under the 1940 Act, the Board, including a majority of the Rule
12b-1 Trustees, considered various factors and determined that there is a reasonable likelihood that the Shareholder Servicing
Plan will benefit the SMid Cap Fund’s Investors Class shareholders. The Shareholder Servicing Plan will continue in effect
from year to year if specifically approved annually (a) by the majority of the Fund’s outstanding voting Investors
Class shares or by the Board and (b) by the vote of a majority of the Rule 12b-1 Trustees cast in person at a meeting called
specifically for the purpose of voting on the Shareholder Servicing Plan.

Transfer,
Shareholder Servicing, Dividend Disbursing and Fund Accounting Agent.

The
Trust and Ultimus Fund Solutions, LLC (“Ultimus”), 225 Pictoria Drive, Suite 450, Cincinnati OH, 45246 have entered
into a Master Services Agreement (the “Master Agreement”).  The Master Agreement provides that Ultimus serves
as Fund Accounting Agent, Transfer Agent, Shareholder Servicing Agent and Dividend Disbursing Agent.  The Master Agreement
was approved for an initial (1) year term that ended February 28, 2018 and automatically renews for successive one-year periods,
provided, however, that either party may terminate the Master Agreement by providing written notice of termination to the other
party at least 90 days prior to the expiration of the initial term or then-current renewal term.  For its services under
the Master Agreement, Ultimus is entitled to receive a base fee of $51,000 with respect to the Small Cap Fund and $51,000 with
respect to the SMid Cap Fund, plus an asset based fee on average daily net assets of 0.01% on combined Fund assets of up to $500
million and 0.005% on assets in excess of $500 million. During the Funds’ fiscal year ended September 30, 2018, the Small
Cap Fund paid $287,834 in transfer agent fees and the SMid Cap Fund paid $14,995 in transfer agent fees. During the Funds’
fiscal year ended September 30, 2019, the Small Cap Fund paid $346,350 in transfer agent fees and the SMid Cap Fund paid $19,194
in transfer agent fees. During the Funds’ fiscal year ended September 30, 2020, the Small Cap Fund paid $350,790 in transfer
agent fees and the SMid Cap Fund paid $31,858 in transfer agent fees. During the Funds’ fiscal year ended September 30,
2018, the Small Cap Fund paid $176,183 in fund accounting and administration fees and the SMid Cap Fund paid $50,985 in fund accounting
and administration fees. During the Funds’ fiscal year ended September 30, 2019, the Small Cap Fund paid $200,577 in fund
accounting and administration fees and the SMid Cap Fund paid $62,208 in fund accounting and administration fees. During the Funds’
fiscal year ended September 30, 2020, the Small Cap Fund paid $210,771 in fund accounting and administration fees and the SMid
Cap Fund paid $68,152 in fund accounting and administration fees.

Independent
Registered Public Accounting Firm.

BBD,
LLP, 1835 Market Street, 3rd Floor, Philadelphia, PA 19103, serves as the Trust’s independent registered public
accounting firm.

Legal
Counsel.

Faegre
Drinker Biddle & Reath LLP, One Logan Square, Suite 2000, Philadelphia, PA 19103, serves as counsel to the Trust.

Stradley
Ronon Stevens & Young LLP, 2005 Market Street, Suite 2600, serves as counsel to the Independent Trustees. 

35 

Code
of Ethics.

The
Trust and the Adviser have each adopted a Code of Ethics to which all investment personnel and all other access persons of the
Funds and the Adviser must conform. Investment personnel must refrain from certain trading practices and are required to report
certain personal investment activities. Violations of the Codes of Ethics can result in penalties, suspension, or termination
of employment.

Proxy
Voting Policy.

The
Trust has adopted Proxy Voting Policy and Procedures to: (1) ensure that the Trust votes proxies in the best interests of
shareholders of the Funds with a view toward maximizing the value of their investments; (2) address any conflicts that may
arise between Fund shareholders on the one hand, and “affiliated persons” of the Funds or of the Adviser (or its affiliates)
on the other; (3) provide for oversight of proxy voting by the Board; and (4) provide for the disclosure of the Funds’
proxy voting records and this Policy.

The
Trust has delegated the responsibility for voting proxies on behalf of the Funds with respect to all equity securities held by
the Funds to the Adviser, in accordance with this Policy, subject to oversight by the Board. The Board has reviewed the Adviser’s
Proxy Voting Policy and Procedures (the “Adviser’s Policy”) and has determined that it is reasonably designed
to ensure that the Adviser will vote all proxies in the best interests of the Funds’ shareholders, untainted by conflicts
of interests. The Trust’s Policy and the Adviser’s Policy are attached to this SAI at Appendix B. Both Policies are
subject to Board review annually.

Information
regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is
available: (1) without charge, upon request, by calling 1-800-494-2755; (2) at the Funds’ website (www.conestogacapital.com);
and (3) at the SEC’s website (www.sec.gov).

Portfolio
Transactions.

Under
the Advisory Agreements, the Adviser determines, subject to the general supervision of the Board, and in accordance with the Funds’
investment objectives, policies and limitations, which securities are to be purchased and sold by the Funds, and which brokers
are to be eligible to execute their portfolio transactions. Portfolio securities purchased or sold through a broker-dealer usually
include a brokerage commission. At times, the Funds may also purchase portfolio securities directly from dealers acting as principals,
underwriters or market makers. These transactions are usually conducted on a net basis, and no brokerage commissions are paid
by the Funds. While the Adviser generally seeks competitive spreads or commissions, the Funds may not necessarily pay the lowest
spread or commission available on each transaction, for reasons discussed below. The allocation of transactions to brokers and
dealers is determined by the Adviser in its best judgment and in a manner deemed fair and reasonable to shareholders. The primary
consideration is prompt execution of orders in an effective manner at the most favorable price.

Subject
to the consideration by the Adviser to obtain the best net price and the most favorable execution of the order, factors considered
by the Adviser in selecting brokers or dealers include, but are not limited to: the quality and promptness of their execution
(e.g., price paid or obtained for a security, speed of execution, ability to “work” a large order, etc.); their effectiveness
of transaction clearing and settlement; their liquidity and the amount of capital commitment by the broker or dealer; the degree
to which they have been available and responsive to the Adviser; the quality and promptness of research and brokerage services
provided to the Adviser (both in general and with respect to particular accounts); and whether the investment in question was
brought to the Adviser’s attention by the particular broker-dealer. 

36 

Subject
to the consideration of obtaining best execution, brokers and dealers who provide supplemental investment research to the Adviser
may receive orders for transactions by the Trust. Information so received is in addition to, and not in lieu of, services required
to be performed by the Adviser and does not reduce the investment advisory fee payable to the Adviser by the Funds. Such information
may be useful to the Adviser in serving both the Trust and other clients and, conversely, such supplemental research information
obtained by the placement of orders on behalf of other clients may be useful to the Adviser in carrying out its obligations to
the Trust.

Multiple
orders for the purchase or sale of the same security on behalf of clients of the Adviser are generally aggregated for block execution.
The Adviser will aggregate transactions for block execution only upon making a good-faith determination that the accounts participating
in the block trade will benefit from such aggregation, if such aggregation is consistent with the Adviser’s duty to seek
best execution (including duty to seek best price) for its clients, and if such aggregation is consistent with the terms of the
investment advisory agreement with each client for which trades are being executed.

All
accounts participating in a block execution receive the same execution price for equity or fixed income securities purchased or
sold, as the case may be, for such accounts on a trading day.

In
the event that a proprietary account is participating with the Funds in the block transaction, the proprietary account may receive
an allocation only when the allocation is performed on a pro rata basis across all participating clients. In the event that the
Adviser deems it necessary to allocate the partially executed order on a basis other than pro rata, the proprietary account shall
be excluded from receiving any allocation of the executed order, resulting in the allocation being made to the Funds only.

Investment
decisions for the Funds are made independently from those made for any other account managed by the Adviser. Such other accounts
may also invest in the securities and may follow similar investment strategies as the Funds. When a purchase or sale of the same
security is made at substantially the same time on behalf of a Fund and any other account, the transaction will be averaged as
to price, and available investments allocated as to amount, in a manner which the Adviser believes to be equitable to both the
Fund and account. In some instances, this investment procedure may affect the price paid or received by a Fund or the size of
the position obtained by the Fund in an adverse manner relative to the result that would have been obtained if only the Fund had
participated in or been allocated such trades. To the extent permitted by law, the Adviser may aggregate the securities to be
sold or purchased for a Fund with those to be sold or purchased for other accounts in order to obtain best execution. In making
investment recommendations for the Funds, the Adviser will not inquire or take into consideration whether an issuer of securities
proposed for purchase or sale by the Funds is a customer of the Adviser or its affiliates.

During
the fiscal years ended September 30, 2018, September 30, 2019 and September 30, 2020, the Small Cap Fund paid $779,083, $899,059
and $858,037, respectively, in brokerage commissions. During the fiscal year ended September 30, 2020, the Adviser, through agreements
or understandings with brokers, or otherwise through an internal allocation procedure, directed the Small Cap Fund’s brokerage
transactions to brokers because of research services provided. These transactions amounted to $794,831,356 and the related commissions
amounted to $570,549.

During
the fiscal years ended September 30, 2018, September 30, 2019 and September 30, 2020, the SMid Cap Fund paid $26,669, $57,057
and $80,067, respectively, in brokerage commissions. During the fiscal year ended September 30, 2020, the Adviser, through agreements
or understandings with brokers, or otherwise through an internal allocation procedure, directed the SMid Cap Fund’s brokerage
transactions to brokers because of research services provided. These transactions amounted to $70,310,289 and the related commissions
amounted to $40,088. 

37 

As
of September 30, 2020, the Funds held no securities of their regular brokers or dealers (or their parents). The Funds do not have
an affiliated broker.

FINANCIAL
STATEMENTS

The
audited financial statements of the Trust, with respect to the Funds, for the fiscal year ended September 30, 2020 included in
the Funds’ most recent annual report are incorporated by reference herein. No other parts of the annual report are incorporated
by reference.

ADDITIONAL
INFORMATION

Description
of Shares.

The
Agreement and Declaration of Trust, as may be amended, (the “Trust Instrument”) authorizes the Board to issue an unlimited
number of shares, which are units of beneficial interest, with a par value of $.001 per share. The Trust currently has two series
of shares, which represent interests in the Funds.

The
Trust Instrument authorizes the Board to divide or redivide any unissued shares of the Trust into one or more additional series
by setting or changing in any one or more aspects their respective preferences, conversion or other rights, voting power, restrictions,
limitations as to dividends, qualifications, and terms and conditions of redemption.

Shares
have no subscription or preemptive rights and only such conversion or exchange rights as the Board may grant in its discretion.
When issued for payment as described in the Prospectuses and this SAI, the Trust’s shares will be fully paid and non-assessable.
In the event of a liquidation or dissolution of the Trust, shares of the Funds are entitled to receive the assets available for
distribution belonging to the Funds, and a proportionate distribution, based upon the relative asset values of the respective
Funds, of any general assets not belonging to any particular Fund that are available for distribution.

Shares
of the Trust are entitled to one vote per share (with proportional voting for fractional shares) on such matters as shareholders
are entitled to vote. There will normally be no meetings of shareholders for the purpose of electing members of the Board unless
and until such time as less than a majority of the Board have been elected by the shareholders except upon the formation of the
Trust, at which time the members of the Board then in office will call a shareholders’ meeting for the election of Trustees.
A meeting shall be held for such purpose upon the written request of the holders of not less than 10% of the outstanding shares.
Upon written request by ten or more shareholders meeting the qualifications of Section 16(c) of the 1940 Act (i.e., persons who
have been shareholders for at least six months, and who hold shares having a NAV of at least $25,000 or constituting 1% of the
outstanding shares) stating that such shareholders wish to communicate with the other shareholders for the purpose of obtaining
the signatures necessary to demand a meeting to consider removal of a Trustee, the Trust will provide a list of shareholders or
disseminate appropriate materials (at the expense of the requesting shareholders). Except as set forth above, the Trustees shall
continue to hold office and may appoint their successors.

Shareholder
and Trustee Liability.

The
Delaware Statutory Trust Act provides that a shareholder of a Delaware statutory trust, such as the Trust, shall be entitled to
the same limitation of personal liability extended to shareholders of Delaware corporations, and the Trust Instrument provides
that shareholders of the Trust shall not be liable for the obligations of the Trust. The Trust Instrument also provides for indemnification
out of Trust property of any shareholder held personally liable solely by reason of his or her being or having been a shareholder.
The Trust Instrument also provides that the Trust shall, upon request, assume the defense of any claim made against any shareholder
for any act or obligation of the Trust, and shall satisfy any judgment thereon. Thus, the risk of a shareholder incurring financial
loss because of shareholder liability is considered to be extremely remote. 

38 

The
Trust Instrument states further that no Trustee, officer, or agent of the Trust shall be personally liable in connection with
the administration or preservation of the assets of the Funds or the conduct of the Trust’s business; nor shall any Trustee,
officer, or agent be personally liable to any person for any action or failure to act except for his own bad faith, willful misfeasance,
gross negligence, or reckless disregard of his duties. The Trust Instrument also provides that all persons having any claim against
the Trustees or the Trust shall look solely to the assets of the Trust for payment.

The
Trust Instrument provides that the Board has broad powers to amend the Trust Instrument or approve the reorganization of the Funds
or any future series thereof, without the approval of shareholders, unless such approval is otherwise required by law. The Trust
Instrument allows the Trustees to take actions upon the authority of a majority of the Board by written consent in lieu of a meeting.

Shareholder
Voting Procedures.

The
Trust’s Bylaws define the rights and obligations of the Trust’s officers and provide rules for routine matters such
as calling meetings. The Bylaws govern the use of proxies at shareholder meetings. According to the Bylaws, proxies may be given
by telephone, computer, other electronic means or otherwise pursuant to procedures reasonably designed, as determined by the Board,
to verify that the shareholder has authorized the instructions contained therein.

Principal
Holders of Securities.

The
following table shows, to the best knowledge of the Trust, the beneficial or record holders of 5% or more of each class of the
Small Cap Fund’s shares as of January 14, 2021. A beneficial owner of more than 25% of the Small Cap Fund’s’
shares is presumed, under the 1940 Act, to control the Small Cap Fund. Shareholders controlling a class of the Small Cap Fund
could have the ability to vote a majority of the shares of a class of the Small Cap Fund on any matter requiring the approval
of the shareholders of a class of the Small Cap Fund.

Name
and Address
Share
Class
Number
of Shares
Percentage
of Share Class
Percent
of the Small Cap Fund

CHARLES
SCHWAB & CO 

SPECIAL
CUSTODY A/C 

FBO
CUSTOMERS 

101
MONTGOMERY ST 

SAN
FRANCISCO CA 94104-4122 

INVESTOR 2,717,962.592 21.93% 5.53%

NATIONAL
FINANCIAL SERVICES LLC 

299
WASHINGTON BLVD 

JERSEY
CITY, NJ 07310 

INVESTOR 1,592,253.705 12.85% 3.24%

MERRILL
LYNCH & CO/PIERCE FENNER & SMITH


FOR THE SOLE BENEFIT OF ITS CUSTOMERS
 


4800
DEER CREEK DR EAST



JACKSONVILLE,
FL 32246
 

INSTITUTIONAL 6,706,826.153 18.26% 13.66%

39 

Name
and Address
Share
Class
Number
of Shares
Percentage
of Share Class
Percent
of the Small Cap Fund

CHARLES
SCHWAB & CO 

SPECIAL
CUSTODY A/C 

FBO
CUSTOMERS ATTN MUTUAL FUND 

101
MONTGOMERY ST 

SAN
FRANCISCO, CA 94104-4122 

INSTITUTIONAL 5,861,635.497 15.96% 11.93%

CHARLES
SCHWAB & CO 

SPECIAL
CUSTODY A/C 

FBO
CUSTOMERS ATTN MUTUAL FUND 

211
MAIN ST 

SAN
FRANCISCO CA 94105 

INSTITUTIONAL 2,557,200.409 6.96% 5.20%

NATIONAL
FINANCIAL SERVICES LLC 

499
WASHINGTON BLVD 

JERSEY
CITY, NJ 07310 

INSTITUTIONAL 2,473,123.427 6.73% 5.04%

The
following table shows, to the best knowledge of the Trust, the beneficial or record holders of 5% or more of each class of the
SMid Cap Fund’s shares as of January 14, 2021. A beneficial owner of more than 25% of the SMid Cap Fund’s shares is
presumed, under the 1940 Act, to control the SMid Cap Fund. Shareholders controlling a class of the SMid Cap Fund could have the
ability to vote a majority of the shares of the class on any matter requiring approval of the shareholders of the class of the
SMid Cap Fund.

Name
and Address
Share
Class
Number
of Shares
Percentage
of Share Class
Percent
of the SMid Cap Fund

CHARLES
SCHWAB & CO 


SPECIAL CUSTODY A/C
 


FBO
CUSTOMERS ATTN MUTUAL FUND



101 MONTGOMERY
ST



SAN FRANCISCO, CA 94104-4122 

INVESTOR 779,020.578 29.87% 5.81%

CHARLES
SCHWAB & Co 


SPECIAL CUSTODY A/C 


FBO CUSTOMERS ATTN MUTUAL FUND 


101
MONTGOMERY ST


SAN FRANCISCO, CA 94104-4122 

INSTITUTIONAL 4,791,094.106 44.32% 35.71%

NATIONAL
FINANCIAL SERVICES LLC


499 WASHINGTON BLVD


JERSEY CITY, NJ 07310 

INSTITUTIONAL 1,769,077.992 16.37% 13.18%

40 

Miscellaneous.

The
Trust is registered with the SEC as an open-end management investment company. Such registration does not involve supervision
by the SEC of the management or policies of the Trust. The Prospectuses and this SAI do not include certain information contained
in the registration statement filed with the SEC. Copies of such information may be obtained from the SEC upon payment of the
prescribed fee. 

41 

APPENDIX

DESCRIPTION
OF SECURITIES RATINGS 

Short-Term
Credit Ratings 

An
S&P Global Ratings short-term issue credit rating is generally assigned to those obligations considered short-term
in the relevant market. The following summarizes the rating categories used by S&P Global Ratings for short-term issues: 

“A-1”
– A short-term obligation rated “A-1” is rated in the highest category by S&P Global Ratings. The obligor’s
capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated
with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is
extremely strong. 

“A-2”
– A short-term obligation rated “A-2” is somewhat more susceptible to the adverse effects of changes in circumstances
and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial
commitments on the obligation is satisfactory. 

“A-3”
– A short-term obligation rated “A-3” exhibits adequate protection parameters. However, adverse economic conditions
or changing circumstances are more likely to weaken an obligor’s capacity to meet its financial commitments on the obligation. 

“B”
– A short-term obligation rated “B” is regarded as vulnerable and has significant speculative characteristics.
The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties that could
lead to the obligor’s inadequate capacity to meet its financial commitments. 

“C”
– A short-term obligation rated “C” is currently vulnerable to nonpayment and is dependent upon favorable business,
financial, and economic conditions for the obligor to meet its financial commitments on the obligation. 

“D”
– A short-term obligation rated “D” is in default or in breach of an imputed promise. For non-hybrid capital
instruments, the “D” rating category is used when payments on an obligation are not made on the date due, unless S&P
Global Ratings believes that such payments will be made within any stated grace period. However, any stated grace period longer
than five business days will be treated as five business days. The “D” rating also will be used upon the filing of
a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example
due to automatic stay provisions. A rating on an obligation is lowered to “D” if it is subject to a distressed exchange
offer. 

Local
Currency and Foreign Currency Ratings – S&P Global Ratings’ issuer credit ratings make a distinction between foreign
currency ratings and local currency ratings. A foreign currency rating on an issuer will differ from the local currency rating
on it when the obligor has a different capacity to meet its obligations denominated in its local currency, versus obligations
denominated in a foreign currency. 

“NR”
– This indicates that a rating has not been assigned or is no longer assigned. 

Moody’s
Investors Service (“Moody’s”)
short-term ratings are forward-looking opinions of the relative credit
risks of financial obligations with an original maturity of thirteen months or less and reflect both on the likelihood of a default
or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment.  

A-1

Moody’s
employs the following designations to indicate the relative repayment ability of rated issuers: 

“P-1”
– Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations. 

“P-2”
– Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations. 

“P-3”
– Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations. 

“NP”
– Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories. 

“NR”
– Is assigned to an unrated issuer. 

Fitch,
Inc. / Fitch Ratings Ltd. (“Fitch”)
short-term issuer or obligation rating is based in all cases on the short-term
vulnerability to default of the rated entity and relates to the capacity to meet financial obligations in accordance with the
documentation governing the relevant obligation. Short-term deposit ratings may be adjusted for loss severity. Short-term ratings
are assigned to obligations whose initial maturity is viewed as “short-term” based on market convention.1
Typically, this means up to 13 months for corporate, sovereign, and structured obligations and up to 36 months for obligations
in U.S. public finance markets. The following summarizes the rating categories used by Fitch for short-term obligations: 

“F1”
– Securities possess the highest short-term credit quality. This designation indicates the strongest intrinsic capacity
for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature. 

“F2”
– Securities possess good short-term credit quality. This designation indicates good intrinsic capacity for timely payment
of financial commitments. 

“F3”
– Securities possess fair short-term credit quality. This designation indicates that the intrinsic capacity for timely payment
of financial commitments is adequate. 

“B”
– Securities possess speculative short-term credit quality. This designation indicates minimal capacity for timely payment
of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions. 

“C”
– Securities possess high short-term default risk. Default is a real possibility. 

“RD”
– Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues
to meet other financial obligations. Typically applicable to entity ratings only.

1 A
long-term rating can also be used to rate an issue with short maturity.

A-2

“D”
– Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation. 

Plus
(+) or minus (-) – The “F1” rating may be modified by the addition of a plus (+) or minus (-) sign to show the
relative status within that major rating category. 

“NR”
– Is assigned to an unrated issue of a rated issuer. 

The
DBRS Morningstar® Ratings Limited (“DBRS Morningstar”) short-term debt rating scale provides an
opinion on the risk that an issuer will not meet its short-term financial obligations in a timely manner. Ratings are based on
quantitative and qualitative considerations relevant to the issuer and the relative ranking of claims. The R-1 and R-2 rating
categories are further denoted by the sub-categories “(high)”, “(middle)”, and “(low)”. 

The
following summarizes the ratings used by DBRS Morningstar for commercial paper and short-term debt: 

“R-1
(high)” – Short-term debt rated “R-1 (high)” is of the highest credit quality. The capacity for the payment
of short-term financial obligations as they fall due is exceptionally high. Unlikely to be adversely affected by future events. 

“R-1
(middle)” – Short-term debt rated “R-1 (middle)” is of superior credit quality. The capacity for the payment
of short-term financial obligations as they fall due is very high. Differs from “R-1 (high)” by a relatively modest
degree. Unlikely to be significantly vulnerable to future events. 

“R-1
(low)” – Short-term debt rated “R-1 (low)” is of good credit quality. The capacity for the payment of
short-term financial obligations as they fall due is substantial. Overall strength is not as favorable as higher rating categories.
May be vulnerable to future events, but qualifying negative factors are considered manageable. 

“R-2
(high)” – Short-term debt rated “R-2 (high)” is considered to be at the upper end of adequate credit quality.
The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events. 

“R-2
(middle)” – Short-term debt rated “R-2 (middle)” is considered to be of adequate credit quality. The capacity
for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events or may
be exposed to other factors that could reduce credit quality. 

“R-2
(low)” – Short-term debt rated “R-2 (low)” is considered to be at the lower end of adequate credit quality.
The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events.
A number of challenges are present that could affect the issuer’s ability to meet such obligations. 

“R-3”
– Short-term debt rated “R-3” is considered to be at the lowest end of adequate credit quality. There is a capacity
for the payment of short-term financial obligations as they fall due. May be vulnerable to future events and the certainty of
meeting such obligations could be impacted by a variety of developments. 

“R-4”
– Short-term debt rated “R-4” is considered to be of speculative credit quality. The capacity for the payment
of short-term financial obligations as they fall due is uncertain. 

A-3

“R-5”
– Short-term debt rated “R-5” is considered to be of highly speculative credit quality. There is a high level
of uncertainty as to the capacity to meet short-term financial obligations as they fall due. 

“D”
– Short-term debt rated “D” is assigned when the issuer has filed under any applicable bankruptcy, insolvency
or winding up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods, a downgrade to “D”
may occur. DBRS Morningstar may also use “SD” (Selective Default) in cases where only some securities are impacted,
such as the case of a “distressed exchange”. 

Long-Term
Credit Ratings 

The
following summarizes the ratings used by S&P Global Ratings for long-term issues: 

“AAA”
– An obligation rated “AAA” has the highest rating assigned by S&P Global Ratings. The obligor’s capacity
to meet its financial commitments on the obligation is extremely strong. 

“AA”
– An obligation rated “AA” differs from the highest-rated obligations only to a small degree. The obligor’s
capacity to meet its financial commitments on the obligation is very strong. 

“A”
– An obligation rated “A” is somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitments
on the obligation is still strong. 

“BBB”
– An obligation rated “BBB” exhibits adequate protection parameters. However, adverse economic conditions or
changing circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation. 

“BB,”
“B,” “CCC,” “CC” and “C” – Obligations rated “BB,” “B,”
“CCC,” “CC” and “C” are regarded as having significant speculative characteristics. “BB”
indicates the least degree of speculation and “C” the highest. While such obligations will likely have some quality
and protective characteristics, these may be outweighed by large uncertainties or major exposure to adverse conditions. 

“BB”
– An obligation rated “BB” is less vulnerable to nonpayment than other speculative issues. However, it faces
major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor’s
inadequate capacity to meet its financial commitments on the obligation. 

“B”
– An obligation rated “B” is more vulnerable to nonpayment than obligations rated “BB”, but the
obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor’s capacity or willingness to meet its financial commitments on the obligation. 

“CCC”
– An obligation rated “CCC” is currently vulnerable to nonpayment and is dependent upon favorable business,
financial, and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse
business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments
on the obligation.  

A-4

“CC”
– An obligation rated “CC” is currently highly vulnerable to nonpayment. The “CC” rating is used
when a default has not yet occurred but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated
time to default. 

“C”
– An obligation rated “C” is currently highly vulnerable to nonpayment, and the obligation is expected to have
lower relative seniority or lower ultimate recovery compared with obligations that are rated higher. 

“D”
– An obligation rated “D” is in default or in breach of an imputed promise. For non-hybrid capital instruments,
the “D” rating category is used when payments on an obligation are not made on the date due, unless S&P Global
Ratings believes that such payments will be made within five business days in the absence of a stated grace period or within the
earlier of the stated grace period or 30 calendar days. The “D” rating also will be used upon the filing of a bankruptcy
petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic
stay provisions. An obligation’s rating is lowered to “D” if it is subject to a distressed exchange offer. 

Plus
(+) or minus (-) – The ratings from “AA” to “CCC” may be modified by the addition of a plus (+)
or minus (-) sign to show relative standing within the rating categories. 

“NR”
– This indicates that a rating has not been assigned, or is no longer assigned. 

Local
Currency and Foreign Currency Risks – S&P Global Ratings’ issuer credit ratings make a distinction between foreign currency
ratings and local currency ratings. An issuer’s foreign currency rating will differ from its local currency rating on it
when the obligor has a different capacity to meet its obligations denominated in its local currency, versus obligations denominated
in a foreign currency. 

Moody’s
long-term ratings are forward-looking opinions of the relative credit risks of financial obligations with an original
maturity of one year or more. Such ratings reflect both on the likelihood of default or impairment on contractual financial obligations
and the expected financial loss suffered in the event of default or impairment. The following summarizes the ratings used by Moody’s
for long-term debt: 

“Aaa”
– Obligations rated “Aaa” are judged to be of the highest quality, subject to the lowest level of credit risk. 

“Aa”
– Obligations rated “Aa” are judged to be of high quality and are subject to very low credit risk. 

“A”
– Obligations rated “A” are judged to be upper-medium grade and are subject to low credit risk. 

“Baa”
– Obligations rated “Baa” are judged to be medium-grade and subject to moderate credit risk and as such may
possess certain speculative characteristics.

“Ba”
– Obligations rated “Ba” are judged to be speculative and are subject to substantial credit risk. 

“B”
– Obligations rated “B” are considered speculative and are subject to high credit risk. 

“Caa”
– Obligations rated “Caa” are judged to be speculative of poor standing and are subject to very high credit
risk. 

A-5

“Ca”
– Obligations rated “Ca” are highly speculative and are likely in, or very near, default, with some prospect
of recovery of principal and interest. 

“C”
– Obligations rated “C” are the lowest rated and are typically in default, with little prospect for recovery
of principal or interest. 

Note:
Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from “Aa” through “Caa.”
The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. 

“NR”
– Is assigned to unrated obligations. 

The
following summarizes long-term ratings used by Fitch

“AAA”
– Securities considered to be of the highest credit quality. “AAA” ratings denote the lowest expectation of
credit risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity
is highly unlikely to be adversely affected by foreseeable events. 

“AA”
– Securities considered to be of very high credit quality. “AA” ratings denote expectations of very low credit
risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to
foreseeable events. 

“A”
– Securities considered to be of high credit quality. “A” ratings denote expectations of low credit risk. The
capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse
business or economic conditions than is the case for higher ratings. 

“BBB”
– Securities considered to be of good credit quality. “BBB” ratings indicate that expectations of credit risk
are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic
conditions are more likely to impair this capacity. 

“BB”
– Securities considered to be speculative. “BB” ratings indicate that there is an elevated vulnerability to
credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial
alternatives may be available to allow financial commitments to be met. 

“B”
– Securities considered to be highly speculative. “B” ratings indicate that material credit risk is present. 

“CCC”
– A “CCC” rating indicates that substantial credit risk is present. 

“CC”
– A “CC” rating indicates very high levels of credit risk. 

“C”
– A “C” rating indicates exceptionally high levels of credit risk. 

Defaulted
obligations typically are not assigned “RD” or “D” ratings but are instead rated in the “CCC”
to “C” rating categories, depending on their recovery prospects and other relevant characteristics. Fitch believes
that this approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and
loss.  

A-6

Plus
(+) or minus (-) may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added
to the “AAA” obligation rating category, or to corporate finance obligation ratings in the categories below “CCC”.

“NR”
– Is assigned to an unrated issue of a rated issuer.

The
DBRS Morningstar long-term rating scale provides an opinion on the risk of default. That is, the risk that an issuer
will fail to satisfy its financial obligations in accordance with the terms under which an obligation has been issued. Ratings
are based on quantitative and qualitative considerations relevant to the issuer, and the relative ranking of claims. All rating
categories other than AAA and D also contain subcategories “(high)” and “(low)”. The absence of either
a “(high)” or “(low)” designation indicates the rating is in the middle of the category. The following
summarizes the ratings used by DBRS Morningstar for long-term debt:

“AAA”
– Long-term debt rated “AAA” is of the highest credit quality. The capacity for the payment of financial obligations
is exceptionally high and unlikely to be adversely affected by future events.

“AA”
– Long-term debt rated “AA” is of superior credit quality. The capacity for the payment of financial obligations
is considered high. Credit quality differs from “AAA” only to a small degree. Unlikely to be significantly vulnerable
to future events.

“A”
– Long-term debt rated “A” is of good credit quality. The capacity for the payment of financial obligations
is substantial, but of lesser credit quality than “AA.” May be vulnerable to future events, but qualifying negative
factors are considered manageable.

“BBB”
– Long-term debt rated “BBB” is of adequate credit quality. The capacity for the payment of financial obligations
is considered acceptable. May be vulnerable to future events.

“BB”
– Long-term debt rated “BB” is of speculative, non-investment grade credit quality. The capacity for the payment
of financial obligations is uncertain. Vulnerable to future events.

“B”
– Long-term debt rated “B” is of highly speculative credit quality. There is a high level of uncertainty as
to the capacity to meet financial obligations.

“CCC”,
“CC” and “C” – Long-term debt rated in any of these categories is of very highly speculative credit
quality. In danger of defaulting on financial obligations. There is little difference between these three categories, although
“CC” and “C” ratings are normally applied to obligations that are seen as highly likely to default, or
subordinated to obligations rated in the “CCC” to “B” range. Obligations in respect of which default has
not technically taken place but is considered inevitable may be rated in the “C” category.

“D”
– A security rated “D” is assigned when the issuer has filed under any applicable bankruptcy, insolvency or
winding up statute or there is a failure to satisfy an obligation after the exhaustion of grace periods, a downgrade to “D”
may occur. DBRS Morningstar may also use “SD” (Selective Default) in cases where only some securities are impacted,
such as the case of a “distressed exchange”. 

A-7

Municipal
Note Ratings

An
S&P Global Ratings U.S. municipal note rating reflects S&P Global Ratings’ opinion about the liquidity
factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes
with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type
of rating, if any, to assign, S&P Global Ratings’ analysis will review the following considerations:

Amortization
schedule – the larger the final maturity relative to other maturities, the more likely
it will be treated as a note; and
Source
of payment – the more dependent the issue is on the market for its refinancing, the more
likely it will be treated as a note.

Municipal
Short-Term Note rating symbols are as follows:

“SP-1”
– A municipal note rated “SP-1” exhibits a strong capacity to pay principal and interest. An issue determined
to possess a very strong capacity to pay debt service is given a plus (+) designation.

“SP-2”
– A municipal note rated “SP-2” exhibits a satisfactory capacity to pay principal and interest, with some vulnerability
to adverse financial and economic changes over the term of the notes.

“SP-3”
– A municipal note rated “SP-3” exhibits a speculative capacity to pay principal and interest.

“D”
– This rating is assigned upon failure to pay the note when due, completion of a distressed exchange offer, or the filing
of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example
due to automatic stay provisions.

Moody’s
uses the global short-term Prime rating scale (listed above under Short-Term Credit Ratings) for commercial paper issued
by U.S. municipalities and nonprofits. These commercial paper programs may be backed by external letters of credit or liquidity
facilities, or by an issuer’s self-liquidity.

For
other short-term municipal obligations, Moody’s uses one of two other short-term rating scales, the Municipal Investment
Grade (“MIG”) and Variable Municipal Investment Grade (“VMIG”) scales provided below.

Moody’s
uses the MIG scale for U.S. municipal cash flow notes, bond anticipation notes and certain other short-term obligations, which
typically mature in three years or less. Under certain circumstances, Moody’s uses the MIG scale for bond anticipation notes
with maturities of up to five years.

MIG
Scale

 “MIG-1”
– This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable
liquidity support, or demonstrated broad-based access to the market for refinancing.

“MIG-2”
– This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding
group.  

A-8

“MIG-3”
– This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access
for refinancing is likely to be less well-established.

“SG”
– This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins
of protection.

“NR”
– Is assigned to an unrated obligation.

In
the case of variable rate demand obligations (“VRDOs”), a two-component rating is assigned: a long or short-term debt
rating and a demand obligation rating. The long-term rating addresses the issuer’s ability to meet scheduled principal and
interests payments. The short-term demand obligation rating addresses the ability of the issuer or the liquidity provider to make
payments associated with the purchase-price-upon demand feature (“demand feature”) of the VRDO. The short-term demand
obligation rating uses the VMIG scale. VMIG ratings with liquidity support use as an input the short-term Counterparty Risk Assessment
of the support provider, or the long-term rating of the underlying obligor in the absence of third party liquidity support. Transitions
of VMIG Ratings of demand obligations with conditional liquidity support differ from transitions on the Prime scale to reflect
the risk that external liquidity support will terminate if the issuer’s long-term rating drops below investment grade. 

Moody’s
typically assigns the VMIG short-term demand obligation rating if the frequency of the demand feature is less than every three
years. If the frequency of the demand feature is less than three years but the purchase price is payable only with remarketing
proceeds, the short-term demand obligation rating is “NR”. 

“VMIG-1”
– This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength
of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

“VMIG-2”
– This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of
the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

“VMIG-3”
– This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit
strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon
demand.

“SG”
– This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by
a liquidity provider that does not have a sufficiently strong short-term rating or may lack the structural and/or legal protections
necessary to ensure the timely payment of purchase price upon demand.

“NR”
– Is assigned to an unrated obligation.

About
Credit Ratings

An
S&P Global Ratings issue credit rating is a forward-looking opinion about the creditworthiness of an obligor
with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including
ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors,
insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is
denominated. The opinion reflects S&P Global Ratings’ view of the obligor’s capacity and willingness to meet its
financial commitments as they come due, and this opinion may assess terms, such as collateral security and subordination, which
could affect ultimate payment in the event of default.  

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Ratings
assigned on Moody’s global long-term and short-term rating scales are forward-looking opinions of the relative
credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles,
project finance vehicles, and public sector entities.

Fitch’s
credit ratings relating to issuers are an opinion on the relative ability of an entity to meet financial commitments,
such as interest, preferred dividends, repayment of principal, insurance claims or counterparty obligations. Fitch credit ratings
are used by investors as indications of the likelihood of receiving the money owed to them in accordance with the terms on which
they invested. Fitch’s credit ratings cover the global spectrum of corporate, sovereign financial, bank, insurance, and
public finance entities (including supranational and sub-national entities) and the securities or other obligations they issue,
as well as structured finance securities backed by receivables or other financial assets.

DBRS
Morningstar
provides independent credit ratings services for financial institutions, corporate and sovereign entities
and structured finance products and instruments. Credit ratings are forward-looking opinions about credit risk that reflect
the creditworthiness of an entity or security. The Rating Committee process facilitates rating decisions, which are a
collective assessment of DBRS Morningstar’s opinion rather than the view of an individual analyst. Ratings are based on
sufficient information that incorporates both global and local considerations and the use of approved methodologies. They are
independent of any actual or perceived conflicts of interest. DBRS Morningstar credit ratings are formed and disseminated
based on established methodologies, models and criteria (“Methodologies”) that apply to entities and securities that we rate,
including corporate finance issuers, financial institutions, insurance companies, public finance and sovereign entities as
well as Structured Finance transactions. DBRS Morningstar Methodologies are periodically reviewed and updated by the
team. 

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APPENDIX
B – PROXY VOTING POLICIES

Conestoga
Funds

Proxy
Voting Policy and Procedures

The
Board of Trustees (the “Board”) of Conestoga Funds (“Conestoga”) has adopted this Proxy Voting Policy
and Procedures to:

ensure
that Conestoga votes proxies in the best interests of shareholders of its series portfolios
(each a “Fund”) with a view toward maximizing the value of their investments;
address
any conflicts that may arise between shareholders on the one hand; and “affiliated
persons” of the Funds or of Conestoga Capital Advisors, LLC (the “Adviser”)
or the principal underwriter of the Funds (or their affiliates) (all referred to as “Affiliated
Persons”) on the other;
provide
for oversight of proxy voting by the Board; and
provide
for the disclosure of the Funds’ proxy voting records and this Policy.
I. Delegation
to the Adviser

Conestoga
hereby delegates the responsibility for voting proxies on behalf of the Funds with respect to all equity securities held by the
Funds to the Adviser, in accordance with this Policy, subject to oversight by the Board.

The
Board has reviewed the Adviser’s Proxy Voting Policy and Procedures (the “Adviser’s Policies”) and has
determined that it is reasonably designed to ensure that the Adviser will vote all proxies in the best interests of each Fund’s
shareholders, untainted by conflicts of interests. The Adviser’s Policies (attached as Exhibit A) are adopted as part of
this Policy. The Board must approve any material change in the Adviser’s Policies before it becomes effective with respect
to the Funds.

In
accordance with Rule 30b1-4 under the Investment Company Act of 1940, as amended, Conestoga shall file annually with the Securities
and Exchange Commission (the “SEC”) on Form N-PX (or such other form as the SEC may designate) each Fund’s proxy
voting records for the most recent twelve–month period ended June 30 (the “Voting Records”). The Funds shall
publish their Voting Records on their own public website as soon as is reasonably practicable after Conestoga files the Voting
Records with the SEC.

The
Voting Records shall consist of, for each proposal on which a Fund was entitled to vote with respect to a security held by the
Fund (for the designated time period of the Voting Records):

the
name of the issuer of the portfolio security
the
exchange ticker symbol of the portfolio security

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the
CUSIP number for the portfolio security
the
shareholder meeting date
a
brief identification of the matter voted upon
whether
the matter was proposed by the issuer or by a security holder
whether
the Fund cast a vote and, if so, how the vote was cast
whether
the vote cast was for or against management of the issuer
B. Disclosure
about the Policy and How to Obtain Information

Description
of the Policy.
The Funds’ statement of additional information (“SAI”) shall describe this Policy, including
the Adviser’s Policy. In lieu of a detailed description, a copy of this Policy and the Adviser’s Policy may be included
in the SAI as an appendix, with a brief statement in the SAI itself.

A
copy of the detailed description or of this Policy and the Adviser’s Policy shall be posted on the Funds’ website.

How
to obtain a copy of the Policy.
The Funds shall disclose in all shareholder reports that a description of this Policy is available

without
charge, upon request, by calling a toll-free number;
at
the Funds’ website; and
at
the SEC’s website, www.sec.gov.

How
to obtain a copy of proxy votes.
The Funds shall disclose in all shareholder reports and their SAI that information regarding
how the Funds voted proxies relating to portfolio securities is available:

without
charge, upon request, by calling a toll-free number;
at
the Fund’s website; and
at
the SEC’s website, www.sec.gov.

The
Funds must send the information disclosed in their most recently filed report on Form N-PX within three business days of receipt
of a request for this information, by first-class mail or other means designed to ensure equally prompt delivery.

The
Adviser shall report to the Board, at least annually, the Voting Records in a form as the Board may request. This report shall:

describe
any conflicts of interests that were identified in connection with the voting of securities
under the Adviser’s Policy and how they were addressed; and

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summarize
all votes that were made other than in accordance with the Adviser’s Policy.

The
Board shall review this Policy and the Adviser’s Policy at the same meeting, and determine whether any amendments to either
Policy would be appropriate.

Adopted:
October 30, 2003

Revised:
November 19, 2009

Revised:
May 10, 2012

Revised
May 5, 2016  

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Exhibit
A

Introduction 

Rule
206(4)-6 under the Advisers Act requires every investment adviser to adopt and implement written policies and procedures, reasonably
designed to ensure that the adviser votes proxies in the best interest of its clients. The Rule further requires the adviser to
provide a concise summary of the adviser’s proxy voting process and offer to provide copies of the complete proxy voting
policy and procedures to clients upon request. Lastly, the Rule requires that the adviser disclose to clients how they may obtain
information on how the adviser voted their proxies.

CCA
votes proxies for a great majority of its clients, and therefore has adopted and implemented this Proxy Voting Policy and Procedures.
Any questions about this document should be directed to the Alida Bakker-Castorano, CCA’s Proxy Administrator.

Policy

It
is the policy of CCA to vote client proxies in the interest of maximizing Shareholder Value. To that end, CCA will vote
in a way that it believes, consistent with its fiduciary duty, will cause the value of the issue to increase the most or decline
the least. Consideration will be given to both the short and long term implications of the proposal to be voted on when considering
the optimal vote.

Any
general or specific proxy voting guidelines provided by an advisory client or its designated agent in writing will supersede this
policy. Clients may wish to have their proxies voted by an independent third party or other named fiduciary or agent, at the client’s
cost.

Procedures
for Identification and Voting of Proxies

These
proxy voting procedures are designed to enable CCA to resolve material conflicts of interest with clients before voting their
proxies in the interest of shareholder value.

  1 CCA
shall maintain a list of all clients for which it votes proxies. The list will be maintained either in hard copy or electronically
and updated by the Proxy Administrator who will obtain proxy voting information from client agreements.
     
    As
part of the account opening procedure, all new signed contracts or new account instructions must be sent to the Proxy Administrator
no later than ten (10) days from the date a new account starts trading. Alternatively, The Client Services Manager, as part
of the account opening procedure, will inform the Proxy Administrator that CCA will vote proxies for the new client.
     
  2. CCA
shall work with the client to ensure that CCA is the designated party to receive proxy voting materials from companies or
intermediaries. To that end, new account forms of broker-dealers/custodians will state that CCA should receive this documentation.
The designation may also be made by telephoning contacts and/or client service representatives at broker-dealers/custodians.
     
  3. CCA
uses Broadridge, a third-party proxy voting service provider, to assist in its proxy voting process. The Proxy Administrator
will ensure that Broadridge receives proxy voting materials directly from the broker-dealers/custodians.
     
  4. CCA
Absent specific client instructions, the Proxy Administrator votes client proxies through Broadridge according to the Glass
Lewis recommendations.
     
    For
any client who has provided specific voting instructions, the Proxy Administrator shall vote that client’s proxy in
accordance with the client’s written instructions.
     
    Proxies
of clients who have selected their own third party to vote proxies, and whose proxies were received by CCA, shall be forwarded
to the designee for voting and submission.

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  5. The
Proxy Administrator will reasonably try to assess any material conflicts between CCA’s interests and those of its clients
with respect to proxy voting by considering the situations identified in the Conflicts of Interest section of
this document.
       
  6. So
long as there are no material conflicts of interest identified, CCA will vote proxies according to the Glass Lewis recommendation.
CCA may also elect to abstain from voting if it deems such abstinence in its clients’ best interests. The rationale
for “abstain” votes will be documented and the documentation will be maintained in the permanent file.
       
  7. CCA
is not required to vote every client proxy and such should not necessarily be construed as a violation of CCA’s fiduciary
obligations. CCA shall at no time ignore or neglect its proxy voting responsibilities. However, there may be times when refraining
from voting is in the client’s best interest, such as when an adviser’s analysis of a particular client proxy
reveals that the cost of voting the proxy may exceed the expected benefit to the client (i.e., casting a vote on a foreign
security may require that the adviser engage a translator or travel to a foreign country to vote in person). Such position
also complies with Interpretive Bulletin 94-2 of the DOL.
       
  8. If
the Proxy Administrator detects a conflict of interest, the following process will be followed:
    a. The
Proxy Administrator will, as soon as practicable, convene the Proxy Voting Committee (the “Committee”). Members
of the Committee include persons listed on Attachments A, none of which directly reports to another member of the Committee.
The Proxy Administrator will serve as the chairperson.
     
       
    b. The
Proxy Administrator, at inception of the Committee meeting, will appoint a Secretary, whose role it will be to keep careful
and detailed minutes.
       
    c. The
Proxy Administrator will identify for the Committee the issuer and proposal to be considered. The Proxy Administrator will
also identify the conflict of interest that has been detected.  The Proxy Administrator will also identify the Glass
Lewis recommendation and the vote he believes is in the interest of shareholder value and the reasons why.
       
    d. The
members of the Committee will then consider the proposal by reviewing the proxy voting materials and any additional documentation
a member(s) feels necessary in determining the appropriate vote. Members of the Committee may wish to consider the following
questions:
         
       ● Whether
adoption of the proposal would have a positive or negative impact on the issuer’s short term or long term value.
         
       ● Whether
the proposal itself is well framed and reasonable.
         
       ● Whether
implementation of the proposal would achieve the objectives sought in the proposal.
         
       ● Whether
the issues presented would best be handled through government or issuer- specific action.
       
    e. Upon
the provision of a reasonable amount of time to consider the proposal, each member of the Committee will in turn announce
to the Committee his decision on whether CCA will vote for or against the proposal.  Members of the Committee are
prohibited from abstaining for the Committee vote and are prohibited from recommending that CCA refrain from voting on the
proposal, although “abstain” votes are permitted. The Secretary will record each member’s vote and the rationale
for his decision.
       
    f. After
each member of the Committee has announced his vote, the Secretary will tally the votes. The tally will result in one of the
following two decisions:

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      If
all members of the Committee have voted in the same direction on the proposal, all of CCA’s proxies for that proposal
will be voted in such direction. The Secretary will document the unanimous vote and all minutes will be maintained in the
permanent file.
         
      If
a unanimous decision cannot be reached by the Committee, CCA will, at its expense, engage the services of an outside proxy
voting service or consultant who will provide an independent recommendation on the direction in which CCA should vote on the
proposal. The proxy voting service’s or consultant’s determination will be binding on CCA.
  9.  The
Proxy Administrator shall collect and submit the proxy votes in a timely manner.
     
  10.  The
Proxy Administrator will report any attempts by CCA’s personnel to influence the voting of client proxies in a manner
that is inconsistent with CCA’s Policy. Such report shall be made to one of CCA’s managing partners, or if the
partner is the person attempting to influence the voting, then to CCA’s outside counsel.
     
  11. All
proxy votes will be recorded and the following information will be maintained by the Proxy Administrator or Broadridge:
    The
name of the issuer of the portfolio security;
       
    The
exchange ticker symbol of the portfolio security;
       
    The
Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security;
       
    The
shareholder meeting date;
       
    The
number of shares CCA is voting on firm-wide;
       
      A
brief identification of the matter voted on;
       
    Whether
the matter was proposed by the issuer or by a security holder;
       
    Whether
or not CCA cast its vote on the matter;
       
    How
CCA cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors);
       
    Whether
CCA cast its vote with or against management; and
       
    Whether
any client requested an alternative vote of its proxy.

In
the event that CCA votes the same proxy in two directions, it shall maintain documentation to support its voting (this may occur
if a client requires CCA to vote a certain way on an issue, while CCA deems it beneficial to vote in the opposite direction for
its other clients) in the permanent file.

Conflicts
of Interest

Although
CCA has not currently identified any material conflicts of interest that would affect its proxy voting decisions, it is aware
of the following potential conflicts that could exist in the future:

Conflict:
CCA retains an institutional client, or is in the process of retaining an
institutional client that is affiliated with an issuer that is held in CCA’s client
portfolios. For example, CCA may be retained to manage CCA’s pension fund. CCA
is a public company and CCA client accounts hold shares of CCA. This type of relationship
may influence CCA to vote with management on proxies to gain favor with management. Such
favor may influence CCA’s decision to continue its advisory relationship with CCA.

B-6

Conflict:
CCA retains a client, or is in the process of retaining a client that is
an officer or director of an issuer that is held in CCA’s client portfolios. The
similar conflicts of interest exist in this relationship as discussed above.
Conflict:
CCA’s employees maintain a personal and/or business relationship (not
an advisory relationship) with issuers or individuals that serve as officers or directors
of issuers. For example, the spouse of a CCA employee may be a high-level executive of
an issuer that is held in CCA’s client portfolios. The spouse could attempt to
influence CCA to vote in favor of management.
Conflict:
CCA or an employee(s) personally owns a significant number of an issuer’s
securities that are also held in CCA’s client portfolios. For any number of reasons,
an employee(s) may seek to vote proxies in a different direction for his/her personal
holdings than would otherwise be warranted by the proxy voting policy. The employee(s)
could oppose voting the proxies according to the policy and successfully influence CCA
to vote proxies in contradiction to the policy.
Conflict:
CCA or its affiliate has a financial interest in the outcome of a vote, such
as when CCA receives distribution fees (i.e., Rule 12b-1 fees) from mutual funds that
are maintained in client accounts and the proxy relates to an increase in 12b-1 fees.

Resolution: Upon
the detection of a material conflict of interest, the procedure described under Item 8 of the Procedures for
Identification and Voting of Proxies
section above will be followed.

CCA
realizes that due to the difficulty of predicting and identifying all material conflicts, it must rely on its employees to notify
the Proxy Administrator of any material conflict that may impair CCA’s ability to vote proxies in an objective manner. Upon
such notification, the Proxy Administrator will notify the Chief Compliance of the conflict who will recommend an appropriate
course of action.

In
addition, the Proxy Administrator will report any attempts by others within CCA to influence the voting of client proxies in a
manner that is inconsistent with the proxy voting policy. The Proxy Administrator should then report the attempt to the CCO or
outside legal counsel.

The
Proxy Administrator will, on an annual basis, report to the CCO all conflicts of interest that arise in connection with the performance
of CCA’s proxy-voting obligations (if any), and any conflicts of interest that have come to his attention (if any) by completing
a memorandum. This information can lead to future amendments to this proxy voting policy and procedure.

Procedures
for CCA’s Receipt of Class Actions

CCA
recognizes that as a fiduciary it has a duty to act with the highest obligation of good faith, loyalty, fair dealing and due care. 
When a recovery is achieved in a class action, investors who owned shares in the company subject to the action have the option
to either: (1) opt out of the class action and pursue their own remedy; or (2) participate in the recovery achieved via the class
action.  Collecting the recovery involves the completion of a Proof of Claim form which is submitted to the Claims Administrator. 
After the Claims Administrator receives all Proof of Claims, it dispenses the money from the settlement fund to those persons
and entities with valid claims. 

If
“Class Action” documents are received by CCA for a private client (i.e., separate managed account), CCA will forward
such documents to the client to enable the client to file the “Class Action” at the client’s discretion. 
The decision of whether to participate in the recovery or opt-out may be a legal one that CCA is not qualified to make for the
client.  Therefore CCA will not file “Class Actions” on behalf of any client.  

If
“Class Action” documents are received by CCA on behalf of the Small and SMid Cap Fund, CCA will ensure that the Fund
either participate in, or opt out of, any class action settlements received.  CCA will determine if it is in the best interest
of the Fund to recover monies from a class action.  The Portfolio Manager covering the company will determine the action
to be taken when receiving class action notices.  In the event CCA opts out of a class action settlement, CCA will maintain
documentation of any cost/benefit analysis to support its decision.

B-7

Recordkeeping

CCA
must maintain the documentation described in the following section for a period of not less than five (5) years, the first two
(2) years at its principal place of business.

Client
request to review proxy votes
:

Any
request, whether written (including e-mail) or oral, received by any employee of CCA, must be promptly reported to the Proxy Administrator.
All written requests must be retained in the permanent file.
The
Proxy Administrator will record the identity of the client, the date of the request, and the disposition (e.g., provided a written
or oral response to client’s request, referred to third party, not a proxy voting client, other dispositions, etc.) in a
suitable place.
In
order to facilitate the management of proxy voting record keeping process, and to facilitate dissemination of such proxy voting
records to clients, the Proxy Administrator will distribute to any client requesting proxy voting information the complete proxy
voting record of CCA for the period requested. Reports containing proxy information of only those issuers held by a certain client
will not be created or distributed.

Any
report disseminated to a client(s) will contain the following legend:

“This
report contains the full proxy voting record of Adviser CCA. If securities of a particular issuer were held in your account on
the date of the shareholder meeting indicated, your proxy was voted in the direction indicated (absent your expressed written
direction otherwise).”

Furnish
the information requested, free of charge, to the client within a reasonable time period (within 10 business days). Maintain a
copy of the written record provided in response to client’s written (including e-mail) or oral request. A copy of the written
response should be attached and maintained with the client’s written request, if applicable and maintained in the permanent
file.
Clients
are permitted to request the proxy voting record for the 5 year period prior to their request.

Proxy
Voting Policy and Procedures:

Proxy
Voting Policy and Procedures.

Proxy
statements received regarding client securities:

Upon
receipt of a proxy, copy or print a sample of the proxy statement or card and maintain the copy in a central file along with a
sample of the proxy solicitation instructions. Note: CCA is permitted to rely on proxy statements filed on the SEC’s
EDGAR system instead of keeping its own copies.

Proxy
voting records:

CCA
Proxy Voting Record.
Documents
prepared or created by CCA that were material to making a decision on how to vote, or that memorialized the basis for the decision.
Documentation
or notes or any communications received from third parties, other industry analysts, third party service providers, company’s
management discussions, etc. that were material in the basis for the decision.

B-8

Disclosure

CCA
will ensure that Part II of Form ADV is updated as necessary to reflect: (i) all material changes to the Proxy Voting Policy and
Procedures; and (ii) regulatory requirements.

Proxy
Solicitation

As
a matter of practice, it is CCA’s policy to not reveal or disclose to any client how CCA may have voted (or intends to vote)
on a particular proxy until after such proxies have been counted at a shareholder’s meeting. CCA will never disclose such
information to unrelated third parties.

The
Proxy Administrator is to be promptly informed of the receipt of any solicitation from any person to vote proxies on behalf of
clients. At no time may any employee accept any remuneration in the solicitation of proxies. The Proxy Administrator shall handle
all responses to such solicitations.

B-9

Attachment
A

CONESTOGA
CAPITAL ADVISORS, LLC
 

List
of Proxy Voting Committee Members

The
following is a list, as of May 16, 2016 of the members of CCA’s proxy voting committee:

Member
1
Robert
M. Mitchell
Member
2
Joseph
F. Monahan
Member
3
Derek
S. Johnston
Member
4
Duane
R. D’Orazio

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ATTACHMENT
B

CONESTOGA
CAPITAL ADVISORS, LLC

ANNUAL
REPORT OF PROXY VOTING CONFLICTS

To: Duane
D’Orazio, Compliance Officer
     
From: Robert
Mitchell, Proxy Administrator
     
Date:    
     
Re: Proxy
Voting Conflict of Interest

 ________________________________________________________________________

Rule
206(4)-6 (the “Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”) requires every investment
adviser to adopt and implement written policies and procedures, reasonably designed to ensure that the adviser votes proxies in
the best interest of its clients. A challenging aspect to Rule 206(4)-6 has been an adviser’s identification of material
conflicts of interest that may influence the manner in which it votes proxies.

By
signing below, I certify that I have read and reviewed CCA’s Proxy Voting Policy and Procedures. Furthermore, I acknowledge
that, to the best of my knowledge and based upon my understanding of Advisor’s operations, material relationships and affiliations,
policies, and procedures:

(       )       I
have detected NO material conflicts of interest that have arisen in connection with the performance of my proxy-voting obligations.

(       )       I
have listed below the conflicts of interest that came to my attention and the manner in which such conflicts were mitigated:

Each
of these conflicts has been mitigated by following CCA’s policies and procedures as it pertains to conflicts of
interest.

Proxy
Administrator:
   (PRINT
NAME)
     
Signature:    
     
Date:    

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As we move on to the next post, may I add that geoFence has built in fast and accurate updates and I feel your neighbors would agree!

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