COREFUNDS INC
497, 1996-02-15
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                                                  Filed Pursuant to Rule 497(b)
                                                          1933 Act No. 33-66503


                       IMPORTANT SHAREHOLDER INFORMATION
 
   

                            CONESTOGA FAMILY OF FUNDS
 
     The document you hold in your hands contains your Combined Proxy
Statement/Prospectus and proxy card. A proxy card is, in essence, a ballot. When
you vote your proxy, it tells us how to vote on your behalf on important issues
relating to Conestoga. If you simply sign the proxy without specifying a vote,
your shares will be voted in accordance with the recommendations of the Board of
Trustees.
 
     We urge you to spend a few minutes with the Combined Proxy
Statement/Prospectus, fill out your proxy card, and return it to us. Voting your
proxy, and doing so promptly, enables Conestoga to avoid conducting additional
mailings. When Shareholders do not return their proxies in sufficient numbers,
the Funds may bear the expense of follow-up solicitations.
 
     Please take a few moments to exercise your right to vote. Thank you.
 
     The Combined Proxy Statement/Prospectus constitutes the Proxy Statement of
Conestoga Family of Funds for the meeting of its shareholders. It also
constitutes the Prospectus of CoreFunds, Inc. for eight of its portfolios which
are to issue shares in connection with the proposed reorganization -- the Cash
Reserve, Tax-Free Reserve, Treasury Reserve, Value Equity Fund, Intermediate
Bond Fund, Pennsylvania Municipal Bond Fund, Balanced Fund and International
Growth Fund. This document does not constitute a Prospectus for three newly
organized portfolios of CoreFunds, Inc. that are to issue shares in the
reorganization because they will be deemed to continue the operations of the
acquired Conestoga portfolios; they are the Special Equity Fund, Bond Fund and
Short-Term Income Fund.

    
 
<PAGE>
                         THE CONESTOGA FAMILY OF FUNDS
                            680 EAST SWEDESFORD ROAD
                         WAYNE, PENNSYLVANIA 19087-1658
 
   
February 15, 1996
    
 
Dear Conestoga Funds Shareholder:
 
   
     The Board of Trustees of The Conestoga Family of Funds is pleased to call a
Special Meeting of Shareholders, to be held at 10:00 a.m., on March 22, 1996, at
The Wilmington Hilton, 630 Naamans Road, Wilmington, Delaware.
    
 
   
     As you may know, CoreStates Financial Corp ('CoreStates') and Meridian
Bancorp, Inc. ('Meridian') recently announced a plan to merge, in a transaction
expected to close during the second quarter of 1996. Meridian Bancorp, Inc., is
the parent company of the investment adviser to the Conestoga Funds. In
anticipation of the consummation of that merger, management of both companies
deemed it wise to consider the consolidation of the mutual fund investment
advisory activities of Meridian and CoreStates into one entity. Similarly, it
was deemed appropriate to consider the merger of the Conestoga Funds into
CoreFunds, Inc. ('CoreFunds'), an open-end management investment company, in
order to create one consolidated family of mutual funds and offer Shareholders
more investment options in an efficient manner. The Conestoga Funds Board of
Trustees believes that these actions are in the best interests of the Conestoga
Funds' Shareholders.
    
 
   
     The Conestoga Board of Trustees has carefully reviewed the proposal to
combine all portfolios of The Conestoga Family of Funds with the CoreFunds'
portfolios with similar investment objectives and policies (the 'Transaction'),
and has considered the effects of this Transaction on Shareholder value with
respect to investment performance, expenses levels, and Shareholder services.
The Board of Trustees has also considered the interim advisory and sub-advisory
agreements for the Funds that are described in the attached materials if the
merger of CoreStates Financial Corp and Meridian Bancorp, Inc. occurs before the
Funds' consolidations, as is expected. In light of their consideration, the
Board of Trustees unanimously recommends the approval of the Transaction. As you
evaluate the proposal, please note the following points:
    
 
   
     o The dollar value of your investment in the Conestoga Funds before the
       Transaction will NOT change, and will be the same immediately after the
       transaction although the Funds you have invested in, as well as the
       number of shares and the net asset value of each share, may be different.
    
 
     o The Transaction will be tax-free and will not involve any sales loads,
       commissions or transaction charges.
 
   
     o The investment objective and policies of your new portfolio will be
       substantially similar to your portfolio's current objective and policies,
       except as noted in the enclosed Combined Proxy Statement/Prospectus.
    
 
     o The CoreFunds service providers have agreed to waive fees and reimburse
       expenses for a period of one year after the reorganization, if necessary,
       to ensure that the operating expenses of the CoreFunds portfolios are
       limited to the ratios stated in the Combined Proxy Statement/Prospectus.
 
   
     THE BOARD OF TRUSTEES RECOMMENDS THE APPROVAL OF THIS TRANSACTION IN LIGHT
OF THE FOLLOWING SHAREHOLDER BENEFITS:
    
 
   
     o The Transaction will result in a broader array of investment
       opportunities available to Shareholders.
    
 
     o Existing purchase and redemption features will remain in place.
 
     o There is the potential for economies of scale in portfolio management
       resulting from the larger asset size.
 
<PAGE>
   
     A proxy card is enclosed for your use in the Shareholder Meeting. This card
represents shares you held as of the record date, January 26, 1996. IT IS
IMPORTANT THAT YOU COMPLETE, SIGN, AND RETURN YOUR PROXY CARD IN THE ENVELOPE
PROVIDED AS SOON AS POSSIBLE. This will ensure that your shares will be
represented at the Shareholders Meeting to be held on March 22, 1996.
    
 
                                          Sincerely,
                                          Thomas J. Taylor
                                          Chairman of the Board
 
<PAGE>
                           CONESTOGA FAMILY OF FUNDS
                            680 EAST SWEDESFORD ROAD
                         WAYNE, PENNSYLVANIA 19087-1658
 
                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                          TO BE HELD ON MARCH 22, 1996
 
To Conestoga Shareholders:
 
     NOTICE IS HEREBY GIVEN THAT a Special Meeting of the Shareholders
('Shareholders') of each Portfolio of the Conestoga Family of Funds
('Conestoga') will be held at The Wilmington Hilton, 630 Naamans Road,
Wilmington, Delaware, on March 22, 1996 at 10:00 a.m. (Eastern time) for the
following purposes:
 
     ITEM 1.  With respect to each investment portfolio (a 'Conestoga
Portfolio') of Conestoga:
 
          To consider and act upon a proposal to approve an Agreement and Plan
     of Reorganization (the 'Reorganization Agreement') and the transactions
     contemplated thereby, including (a) the transfer of substantially all of
     the assets and liabilities of the Cash Management Fund, Tax-Free Fund, U.S.
     Treasury Securities Fund, Equity Fund, Special Equity Fund, Bond Fund,
     Intermediate Income Fund, Pennsylvania Tax-Free Bond Fund, Balanced Fund,
     Short-Term Income Fund and International Equity Fund to corresponding
     investment portfolios (the 'CoreFunds Portfolios') of CoreFunds, Inc. in
     exchange for Institutional and Individual shares, as applicable, of the
     CoreFunds Portfolios; (b) the distribution of such CoreFunds Portfolio
     shares to the shareholders of the Conestoga Portfolios according to their
     respective interests; (c) the approval of an interim investment advisory
     agreement for the Conestoga Portfolios, and an interim sub-advisory
     agreement for the Conestoga International Equity Fund, if the merger of
     Meridian Bancorp, Inc. and CoreStates Financial Corp occurs before the
     closing of the proposed reorganization; and (d) the termination under state
     law and the Investment Company Act of 1940, as amended, of Conestoga.
 
     ITEM 2.  With respect to each Conestoga Portfolio:
 
          To transact such other business as may properly come before the
     Special Meeting or any adjournment(s) thereof.
 
     The proposed reorganization and related matters are described in the
attached Combined Proxy Statement/Prospectus. Appendix I to the Combined Proxy
Statement/Prospectus is a copy of the Reorganization Agreement.
 
     Shareholders of record as of the close of business on January 26, 1996 are
entitled to notice of, and to vote at, the Special Meeting or any adjournment(s)
thereof.
 
     SHAREHOLDERS ARE REQUESTED TO EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE THE ACCOMPANYING PROXY CARD WHICH IS BEING SOLICITED BY CONESTOGA'S
BOARD OF TRUSTEES. THIS IS IMPORTANT TO ENSURE A QUORUM AT THE SPECIAL MEETING.
PROXIES MAY BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY SUBMITTING TO
CONESTOGA A WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY EXECUTED PROXY OR BY
ATTENDING THE SPECIAL MEETING AND VOTING IN PERSON.
 
                                          Henry S. Hilles, Jr.
                                          Secretary
 
   
February 6, 1996
    
<PAGE>
                     [THIS PAGE INTENTIONALLY LEFT BLANK.]
<PAGE>
   
                      COMBINED PROXY STATEMENT/PROSPECTUS
                             DATED FEBRUARY 6, 1996
    
 
                           CONESTOGA FAMILY OF FUNDS
                            680 EAST SWEDESFORD ROAD
                         WAYNE, PENNSYLVANIA 19087-1658
                                 (800) 344-2716
 
                                COREFUNDS, INC.
                            680 EAST SWEDESFORD ROAD
                         WAYNE, PENNSYLVANIA 19087-1658
                                 (800) 355-CORE
 
   
     This Combined Proxy Statement/Prospectus is furnished in connection with
the solicitation of proxies by the Board of Trustees of the Conestoga Family of
Funds ('Conestoga') in connection with a Special Meeting (the 'Meeting') of
Shareholders ('Shareholders') to be held on March 22, 1996 at 10:00 a.m.
(Eastern time) at The Wilmington Hilton, 630 Naamans Road, Wilmington, Delaware,
at which Shareholders will be asked to consider and approve a proposed Agreement
and Plan of Reorganization dated February 8, 1996 (the 'Reorganization
Agreement'), by and between Conestoga and CoreFunds, Inc. ('CoreFunds') and the
matters contemplated therein. A copy of the Reorganization Agreement is attached
as Appendix I.
    
 
   
     Conestoga and CoreFunds are both open-end, management investment companies.
Meridian Investment Company ('MIC') currently provides investment advisory
services to Conestoga. CoreStates Investment Advisers, Inc. ('CoreStates
Advisers') provides investment advisory services to CoreFunds. In reviewing the
proposed reorganization (the 'Reorganization'), the Conestoga Board considered
the pending merger of Meridian Bancorp, Inc., the parent company of MIC, and
CoreStates Financial Corp, the parent company of CoreStates Advisers (the
'Holding Company Merger'); the effect of such merger on Conestoga; the
recommendations of MIC and CoreStates Advisers with respect to the proposed
consolidation of Conestoga and CoreFunds; the fact that the Reorganization would
constitute a tax-free reorganization; and the fact that the interests of
Shareholders would not be diluted as a result of the Reorganization.
    
 
   
     The Reorganization Agreement provides that initially each of the following
eight investment portfolios of Conestoga (collectively, the 'Reorganizing
Portfolios') will transfer substantially all its assets and known liabilities to
the existing CoreFunds investment portfolio (collectively, the 'Existing
CoreFunds Portfolios') identified below opposite its name:
    
 

REORGANIZING PORTFOLIOS                           EXISTING COREFUNDS PORTFOLIOS
- -----------------------------------               -----------------------------

Cash Management Fund                              Cash Reserve

Tax-Free Fund                                     Tax-Free Reserve
 
U.S. Treasury Securities Fund                     Treasury Reserve
 
Equity Fund                                       Value Equity Fund
 
Intermediate Income Fund                          Intermediate Bond Fund
 
Pennsylvania Tax-Free                             Pennsylvania Municipal
  Bond Fund                                         Bond Fund
                                   
Balanced Fund                                     Balanced Fund
 
International Equity Fund                         International Growth Fund

 
   
     The Reorganization Agreement also provides that subsequently each of the
following three investment portfolios of Conestoga (collectively, the
'Continuing Portfolios') will transfer all its assets and known liabilities to
the newly-organized CoreFunds investment portfolio (collectively, the 'New
CoreFunds Portfolios') identified below opposite its name:
    
 

CONTINUING PORTFOLIOS                             NEW COREFUNDS PORTFOLIOS
- -----------------------------------               -----------------------------
Special Equity Fund                               Special Equity Fund
 
Bond Fund                                         Bond Fund
 
Short-Term Income Fund                            Short-Term Income Fund

 
<PAGE>
   
     In exchange for the transfers of these assets and liabilities, CoreFunds
will issue shares in the eleven CoreFunds investment portfolios listed above
(collectively, the 'CoreFunds Portfolios') to the corresponding Conestoga
investment portfolios listed above (collectively, the 'Conestoga Portfolios').
The initial transaction between the Reorganizing Portfolios and the Existing
CoreFunds Portfolios is referred to herein as the 'Reorganizing Portfolios
Transaction' and the subsequent transaction between the Continuing Portfolios
and the New CoreFunds Portfolios is referred to herein as the 'Continuing
Portfolios Transaction.' The transactions are expected to occur on or after
April 8, 1996 and April 15, 1996, respectively.
    
 
   
     The Conestoga Portfolios have two classes of shares outstanding, as do the
CoreFunds Portfolios. Holders of each class of shares of a Conestoga Portfolio
will receive the class of shares of the corresponding CoreFunds Portfolio as set
forth in the table on pages 29 and 30 under 'Information Relating to the
Proposed Reorganization -- Description of the Reorganization Agreement.'
    
 
   
     The Conestoga Portfolios will make liquidating distributions of the
CoreFunds Portfolios' shares to the Shareholders of the Conestoga Portfolios, so
that a holder of a class of shares in a Conestoga Portfolio will receive a class
of Shares (as described herein) of the corresponding CoreFunds Portfolio with
the same aggregate net asset value as the Shareholder had in the Conestoga
Portfolio immediately before the transaction. Following the Reorganization,
Shareholders of the Conestoga Portfolios will be Shareholders of their
corresponding CoreFunds Portfolios, and Conestoga will be terminated under state
law and the Investment Company Act of 1940, as amended.
    
 
     The Existing CoreFunds Portfolios currently are conducting investment
operations as described in this Combined Proxy Statement/Prospectus. The New
CoreFunds Portfolios have recently been organized for the purpose of continuing
the investment operations of the Conestoga Special Equity Fund, Bond Fund and
Short-Term Income Fund.
 
   
     The Reorganization Agreement provides that Conestoga will enter into an
interim investment advisory agreement with MIC (or its successor), and that MIC
will enter into an interim sub-advisory agreement with Marvin and Palmer
Associates, Inc. for the Conestoga International Equity Fund. The interim
advisory agreement, and the sub-advisory agreement for the International Equity
Fund, will be in effect for the Reorganizing Portfolios between the Holding
Company Merger and the consummation of the Reorganizing Portfolios Transaction.
The interim advisory agreement will be in effect for the Continuing Portfolios
between the Holding Company Merger and the consummation of the Continuing
Portfolios Transaction. The interim advisory and sub-advisory agreements will
contain substantially the same terms as Conestoga's current investment advisory
and sub-advisory agreements.
    
 
   
     This Combined Proxy Statement/Prospectus sets forth the information that a
Shareholder of Conestoga should know before voting on the Reorganization
Agreement (and related transactions), and should be retained for future
reference. The Prospectuses relating to the shares of the Existing CoreFunds
Portfolios, which describe the operations of those Funds, accompany this
Combined Proxy Statement/Prospectus. Additional information is set forth in the
Statements of Additional Information relating to those Funds and this Combined
Proxy Statement/Prospectus, which are dated November 1, 1995 and February 6,
1996, respectively, and in the Prospectuses and Statement of Additional
Information, dated February 21, 1995 (as revised November 3, 1995) and May 1,
1995 (as revised November 3, 1995), respectively, relating to Conestoga. Each of
these documents is on file with the Securities and Exchange Commission (the
'SEC'), and is available without charge upon oral or written request by writing
or calling either Conestoga or CoreFunds at the respective addresses or
telephone numbers indicated above. The information contained in the Prospectuses
and Statement of Additional Information, dated February 21, 1995 (as revised
November 3, 1995) and May 1, 1995 (as revised November 3, 1995), respectively,
relating to Conestoga is incorporated herein by reference.
    
 
   
     This Combined Proxy Statement/Prospectus constitutes the Proxy Statement of
Conestoga for the meeting of its Shareholders, and CoreFunds' Prospectus for the
shares of its Existing CoreFunds Portfolios that have been registered with the
SEC and are to be issued in connection with the Reorganization. Because the New
CoreFunds Portfolios will be deemed to be continuations of the Continuing
Portfolios, this Combined Proxy Statement/Prospectus does not constitute a
prospectus for the shares that will be issued in the Continuing Portfolios
Transaction.
    
 
   
     This Combined Proxy Statement/Prospectus is expected to first be sent to
Shareholders on or about February 15, 1996.
    
 
<PAGE>
     THE SECURITIES OF THE COREFUNDS PORTFOLIOS HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS COMBINED
PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
 
     NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS COMBINED PROXY
STATEMENT/PROSPECTUS AND IN THE MATERIALS EXPRESSLY INCORPORATED HEREIN BY
REFERENCE AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY CONESTOGA OR COREFUNDS.
 
     SHARES OF THE COREFUNDS PORTFOLIOS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, CORESTATES BANK, N.A., THE PARENT CORPORATION OF EACH
OF THE COREFUNDS PORTFOLIOS' INVESTMENT ADVISER, OR ANY OF ITS AFFILIATES.
SHARES OF THE COREFUNDS PORTFOLIOS ARE NOT FEDERALLY INSURED BY, GUARANTEED BY,
OBLIGATIONS OF OR OTHERWISE SUPPORTED BY THE U.S. GOVERNMENT, THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENTAL AGENCY. INVESTMENT RETURN AND PRINCIPAL VALUE WILL VARY AS A RESULT
OF MARKET CONDITIONS OR OTHER FACTORS SO THAT SHARES OF THE COREFUNDS
PORTFOLIOS, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.
AN INVESTMENT IN THE COREFUNDS PORTFOLIOS INVOLVES INVESTMENT RISKS, INCLUDING
POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED. THERE IS NO ASSURANCE THAT THE
COREFUNDS CASH RESERVE, TAX-FREE RESERVE OR TREASURY RESERVE WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
 
                                       i
<PAGE>
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                             ---------
<S>                                                                                                           <C> 
Summary....................................................................................................          1
 
     Proposed Reorganization...............................................................................          1
 
     Reasons for the Reorganization........................................................................          1
 
     Federal Income Tax Consequences.......................................................................          1
 
     Overview of the Conestoga Portfolios and CoreFunds Portfolios.........................................          2
 
     Voting Information....................................................................................         28
 
     Risk Factors..........................................................................................         28
 
Information Relating to the Proposed Reorganization........................................................         29
 
     Description of the Reorganization Agreement...........................................................         29
 
     Capitalization........................................................................................         32
 
     Federal Income Tax Consequences.......................................................................         34
 
Comparison of Investment Policies and Risk Factors.........................................................         35
 
     Conestoga Cash Management Fund and CoreFunds Cash Reserve.............................................         35
 
     Conestoga U.S. Treasury Securities Fund and CoreFunds Treasury Reserve................................         35
 
     Conestoga Tax-Free Fund and CoreFunds Tax-Free Reserve................................................         36
 
     Conestoga Equity Fund and CoreFunds Value Equity Fund.................................................         36
 
     Conestoga Intermediate Income Fund and CoreFunds Intermediate Bond Fund...............................         38
 
     Conestoga Pennsylvania Tax-Free Bond Fund and CoreFunds Pennsylvania Municipal Bond Fund..............         38
 
     Conestoga Balanced Fund and CoreFunds Balanced Fund...................................................         39
 
     Conestoga International Equity Fund and CoreFunds International Growth Fund...........................         39
 
     Investment Policies and Risks -- General..............................................................         40
    
 
                                       ii
<PAGE>
   

     Investment Limitations................................................................................         41
 
     Purchase and Redemption Information, Exchange Privileges, Distribution and Pricing....................         43
 
     Other Information.....................................................................................         43
 
Interim Investment Advisory and Sub-Advisory Agreements....................................................         45
 
Information Relating to Voting Matters.....................................................................         47
 
     General Information...................................................................................         47
 
     Shareholder and Board Approvals.......................................................................         47
 
     Appraisal Rights......................................................................................         57
 
     Quorum................................................................................................         57
 
     Annual Meetings.......................................................................................         58
 
Additional Information about CoreFunds.....................................................................         58
 
Additional Information about Conestoga.....................................................................         60
 
Additional Information about the Investment Adviser and Sub-Adviser........................................         62
 
Litigation.................................................................................................         66
 
Financial Highlights.......................................................................................         66
 
Financial Statements.......................................................................................         73
 
Other Business.............................................................................................         73
 
Shareholder Inquiries......................................................................................         73
 
Appendix  I -- Agreement and Plan of Reorganization........................................................        A-1
 
Appendix  II -- Existing CoreFunds Portfolios Management Discussion and Analysis...........................        B-1
 
Appendix III -- Shareholders Transactions and Services.....................................................        C-1
 
Appendix IV -- Interim Investment Advisory and Sub-Advisory Agreements.....................................        D-1
</TABLE>
    
 
                                      iii
<PAGE>
                                    SUMMARY
 
     The following is a summary of certain information relating to the proposed
Reorganization, the parties thereto and the related transactions, and is
qualified by reference to the more complete information contained elsewhere in
this Combined Proxy Statement/Prospectus, the prospectuses and statements of
additional information of Conestoga and CoreFunds, and the Reorganization
Agreement attached to this Combined Proxy Statement/Prospectus as Appendix I.
Conestoga's Annual Report to Shareholders may be obtained free of charge by
calling 1-800-344-2716 or writing 680 East Swedesford Road, Wayne, Pennsylvania
19087-1658. CoreFunds Annual Report to Shareholders may be obtained free of
charge by calling 1-800-355-CORE or writing 680 East Swedesford Road, Wayne,
Pennsylvania 19087-1658.
 
     PROPOSED REORGANIZATION.  Based upon their evaluation of the relevant
information presented to them, and in light of their fiduciary duties under
federal and state law, Conestoga's and CoreFunds' Boards, including their
members who are not 'interested persons' within the meaning of the Investment
Company Act of 1940 (the '1940 Act'), have determined that the proposed
Reorganization is in the best interests of Conestoga's and CoreFunds'
Shareholders, respectively, and that the interests of existing Shareholders of
Conestoga and CoreFunds, respectively, will not be diluted as a result of such
Reorganization.
 
   
     The Holding Company Merger is expected to precede the Reorganization.
Because this merger will result in a change in control of MIC, the existing
investment advisory and sub-advisory agreements for Conestoga will, by their
terms, automatically terminate upon the Holding Company Merger. The
Reorganization Agreement provides that Conestoga will enter into an interim
investment advisory agreement with MIC (or its successor) and that MIC will
enter into an interim sub-advisory agreement with Marvin and Palmer Associates,
Inc. ('Marvin and Palmer') for the Conestoga International Equity Fund. The
interim advisory agreement, and the sub-advisory agreement for the International
Equity Fund, will be in effect for the Reorganizing Portfolios between the
Holding Company Merger and the consummation of the Reorganizing Portfolios
Transaction. The interim advisory agreement will be in effect for the Continuing
Portfolios between the Holding Company Merger and the consummation of the
Continuing Portfolios Transaction. The provisions of the interim advisory and
sub-advisory agreements, including the fee rates, will be the same as those of
the existing advisory and sub-advisory agreements. See 'Interim Investment
Advisory and Sub-Advisory Agreements' below.
    
 
   
     The Cover Page and pages 1-28 hereof summarize the proposed Reorganization,
including the interim investment advisory and sub-advisory agreements.
    
 
   
     REASONS FOR THE REORGANIZATION.  The primary reason for the Reorganization
is the pending merger between Meridian Bancorp, Inc., the parent of MIC, and
CoreStates Financial Corp. If this merger is completed, the currently existing
investment advisory contract between the Conestoga Portfolios and MIC, would be
terminated. MIC and CoreStates Advisers have recommended that each of the
Conestoga Portfolios be reorganized as described in this Combined Proxy
Statement/Prospectus shortly after the proposed merger of the bank holding
companies. In light of this recommendation, after consideration of the reasons
therefor and the proposed operations of the combined funds after the
Reorganization, and in consideration of the fact that the Reorganization will be
tax-free and will not dilute the interests of Conestoga Shareholders, the Board
of Trustees of Conestoga has authorized the Agreement and Plan of Reorganization
and recommended approval of the Reorganization by Shareholders.
    
 
     FEDERAL INCOME TAX CONSEQUENCES.  Shareholders of the Conestoga Portfolios
will recognize no gain or loss for federal income tax purposes on their receipt
of shares of the CoreFunds Portfolios. Shareholders of the CoreFunds Portfolios
will have no tax consequence from the Reorganization. The Conestoga Portfolios
will incur no federal tax purposes on their issuance of shares in the
Reorganization. See 'Information Relating to the Proposed Reorganization --
Federal Income Tax Consequences.'
 
                                       1


<PAGE>
     OVERVIEW OF THE CONESTOGA PORTFOLIOS AND COREFUNDS PORTFOLIOS.  There are
no material differences between the investment objectives and policies of the
Continuing Portfolios and the corresponding New CoreFunds Portfolios. The
investment objectives and policies of the Reorganizing Portfolios are similar to
those of the corresponding Existing CoreFunds Portfolios.
 
CONESTOGA CASH MANAGEMENT FUND AND COREFUNDS CASH RESERVE.
 
     The Conestoga Cash Management Fund's investment objective is to seek
current income with liquidity and stability of principal. CoreFunds Cash
Reserve's investment objective is to provide as high a level of current income
as is consistent with liquidity and relative stability of principal. Each
pursues its investment objective by investing in a diversified portfolio of high
quality money market instruments.
 
CONESTOGA TAX-FREE FUND AND COREFUNDS TAX-FREE RESERVE.
 
     The Conestoga Tax-Free Fund's investment objective is to seek current
income which is exempt from regular federal income tax with liquidity and
stability of principal. CoreFunds Tax-Free Reserve's investment objective is to
provide as high a level of current interest income that is exempt from federal
income taxes as is consistent with liquidity and relative stability of
principal. Both Funds intend, under normal market conditions, to invest at least
80% of their assets in short-term, high quality municipal obligations, the
interest on which is exempt from regular federal income tax. CoreFunds Tax-Free
Reserve intends to invest, when possible, its assets in municipal securities
exempt from Pennsylvania income taxation.
 
CONESTOGA U.S. TREASURY SECURITIES FUND AND COREFUNDS TREASURY RESERVE.
 
     The Conestoga U.S. Treasury Securities Fund's investment objective is to
seek current income with liquidity and stability of principal. CoreFunds
Treasury Reserve's investment objective is to provide current interest income,
liquidity and safety of principal. Each pursues its investment objective by
investing in short-term obligations of the U.S. Treasury and in repurchase
agreements relating to such Treasury obligations.
 
CONESTOGA EQUITY FUND AND COREFUNDS VALUE EQUITY FUND.
 
   
     The investment objective of the Conestoga Equity Fund is to seek capital
growth by investing principally in a diversified portfolio of common stocks of
companies with large, medium or small capitalizations. The investment objective
of CoreFunds Value Equity Fund is to provide maximum total return, including
capital appreciation and investment income, in excess of stock market indices
such as the S&P 500 Index, as measured over a period of time. CoreFunds Value
Equity Fund expects to change its name and investment policies before the
Reorganizing Portfolios Transaction to more closely resemble the investment
policies of the Conestoga Equity Fund.
    
 
CONESTOGA INTERMEDIATE INCOME FUND AND COREFUNDS INTERMEDIATE BOND FUND.
 
   
     The Conestoga Intermediate Income Fund's primary investment objective is to
seek current income by investing principally in a diversified portfolio of debt
securities with expected or remaining maturities of ten years or less, and its
secondary objective is to seek capital growth. The CoreFunds Intermediate Bond
Fund's investment objective is to provide a moderate level of current income
consistent with conservation of capital, by investing substantially all of its
assets in a diversified portfolio of intermediate-term, fixed income obligations
which will have an expected average weighted maturity of one to five years.
CoreFunds Intermediate Bond Fund expects to change its name before the
Reorganizing Portfolios Transaction to 'CoreFunds Short Intermediate Bond Fund'
to more accurately reflect the manner in which the Fund is being managed.
    
 
CONESTOGA PENNSYLVANIA TAX-FREE BOND FUND AND COREFUNDS PENNSYLVANIA MUNICIPAL
BOND FUND.
 
     The Conestoga Pennsylvania Tax-Free Bond Fund's investment objective is to
seek a high level of current income consistent with the preservation of capital,
which income is exempt from federal individual income tax and, to the extent
possible, from Pennsylvania state and local personal income
 
                                       2
<PAGE>
tax, and is not a tax preference item under the federal alternative minimum tax.
CoreFunds Pennsylvania Municipal Bond Fund seeks current income exempt from
federal and Pennsylvania income taxation with preservation of capital by
investing primarily in a non-diversified portfolio of municipal securities.
 
CONESTOGA BALANCED FUND AND COREFUNDS BALANCED FUND.
 
     The Conestoga Balanced Fund's investment objective is to seek a balance of
capital appreciation and current income consistent with the preservation of
capital. CoreFunds Balanced Fund's investment objective is to provide total
return while preserving capital. Both Funds pursue their objective by investing
in a combination of equity and fixed income securities.
 
CONESTOGA INTERNATIONAL EQUITY FUND AND COREFUNDS INTERNATIONAL GROWTH FUND.
 
     The Conestoga International Equity Fund's investment objective is to seek
long-term growth of capital. CoreFunds International Growth Fund's investment
objective is long-term capital appreciation, consistent with reasonable risk.
Both Funds invest at least 65% of their total assets in diversified portfolios
of equity securities of issuers located outside of the United States.
 
   
     See 'Comparison of Investment Policies and Risk Factors' below and the
Conestoga and CoreFunds Prospectuses, which are incorporated by reference
herein, for a description of the similarities and differences between the
investment objectives and policies of the Reorganizing Portfolios and the
corresponding Existing CoreFunds Portfolios.
    
 
     CERTAIN ARRANGEMENTS WITH SERVICE PROVIDERS -- THE CONESTOGA PORTFOLIOS.
MIC serves as investment adviser for Conestoga and is entitled to receive
advisory fees from them, computed daily and paid monthly, at the following
annual rates, expressed as a percentage of average daily net assets:
 
   
<TABLE>
<CAPTION>
                                                                                                      ACTUAL ADVISORY
                                                                                                       FEE FOR YEAR
                                                                                                     ENDED OCTOBER 31,
CONESTOGA PORTFOLIOS                                                               ADVISORY FEE    1995 (AFTER WAIVERS)
- --------------------------------------------------------------------------------  ---------------  ---------------------
<S>                                                                               <C>              <C>  
Cash Management Fund............................................................          0.40%               0.20%
 
Tax-Free Fund...................................................................          0.40%               0.16%
 
U.S. Treasury Securities Fund...................................................          0.40%               0.27%
 
Equity Fund.....................................................................          0.74%               0.74%
 
Special Equity Fund.............................................................          1.50%                  0%
 
Bond Fund.......................................................................          0.74%               0.34%
 
Intermediate Income Fund........................................................          0.74%               0.25%
 
Pennsylvania Tax-Free Bond Fund.................................................          0.74%                  0%
 
Short-Term Income Fund..........................................................          0.74%               0.29%
 
Balanced Fund...................................................................          0.75%               0.49%
 
International Equity Fund.......................................................          1.00%               1.00%
</TABLE>
    
 
   
- --------------------------------------------------------------------------------
    
 
     Pursuant to the Conestoga investment advisory contract, MIC provides
investment research and management to Conestoga and conducts a continuous
investment program. MIC also directs the
 
                                       3
<PAGE>
investments of the Conestoga Portfolios in accordance with each Portfolio's
investment objectives, policies and limitations, and creates and maintains all
necessary books and records.
 
   
     Marvin and Palmer provides sub-advisory services to the International
Equity Fund under a sub-advisory agreement between MIC and Marvin and Palmer.
The sub-adviser assists MIC in providing a continuous investment program for the
International Equity Fund, including investment research and management with
respect to all securities and investments and cash equivalents of the portfolio.
The sub-adviser provides the services under this agreement in accordance with
the International Equity Fund's investment objective, policies, and limitations.
For the services provided as the International Equity Fund's sub-adviser, Marvin
and Palmer is entitled to receive a fee from MIC, computed daily and paid
monthly, at the annual rate of .75% of the first $100 million of the Fund's
average daily net assets, .70% of the next $100 million of the Fund's average
daily net assets, .65% of the third $100 million of the Fund's average daily net
assets, and .60% of the Fund's average daily net assets in excess of $300
million.
    
 
   
     Since May 1, 1995, administrative services have been provided to Conestoga
by SEI Financial Management Corporation ('SFM') a wholly-owned subsidiary of SEI
Corporation ('SEI'). For its services, SFM receives a fee, calculated daily and
paid monthly, at the annual rate of .17% of the average aggregate daily net
assets of each Conestoga Portfolio. For the period May 1, 1995, through the end
of Conestoga's fiscal year (i.e., October 31, 1995), SFM received administration
fees (after fee waivers) at the effective annual rates of 0.17%, 0.17%, 0.15%,
0.12%, 0.12%, 0.16%, 0.17%, 0.17%, 0.17%, 0.17% and 0.17% of the average daily
net assets of the Cash Management, Tax-Free, U.S. Treasury Securities, Equity,
Special Equity, Bond, Intermediate Income, Pennsylvania Tax-Free Bond,
Short-Term Income, Balanced and International Equity Funds, respectively. Prior
to May 1, 1995, administrative services were provided to Conestoga by The
Winsbury Company ('Winsbury'). For its services, Winsbury received a fee,
calculated daily and paid monthly, at the annual rate of .20% of the average
daily net assets of each Conestoga Portfolio. For the fiscal period November 1,
1994 through April 30, 1995, Winsbury received administration fees, net of
voluntary fee reductions, at the effective annual rates of 0.20%, 0.09%, 0.20%,
0.20%, 0.09%, 0.16%, 0.15% and 0.10% of the average daily net assets of the Cash
Management, Tax-Free, U.S. Treasury Securities, Equity, Special Equity, Bond,
Intermediate Income and Pennsylvania Tax-Free Bond Funds, respectively. The
Short-Term Income, Balanced and International Equity Funds had not commenced
investment operations prior to May 1, 1995.
    
 
     SFM also serves as Conestoga's transfer agent and State Street Bank and
Trust Company serves as sub-transfer agent for Conestoga pursuant to an
agreement with the administrator. For these services, SFM receives an annual fee
equal to .02% of each Conestoga Portfolio's total assets, an annual per
shareholder account charge of $25 per account, plus out-of-pocket expenses.
 
     Citibank, N.A. provides custodial services to each Conestoga Portfolio
except the International Equity Fund. The Bank of New York provides custodial
services to the International Equity Fund. It is anticipated that on or about
March 7, 1996, CoreStates Bank, N.A. will begin providing custodial services to
each Conestoga Portfolio except the International Equity Portfolio.
 
     SEI Financial Services Company ('SFS') is the principal distributor for
Conestoga. Under the distribution agreement, SFS acts as the agent of Conestoga
in connection with the offering of shares of each Conestoga Portfolio.
 
   
     Conestoga has adopted a Distribution and Services Plan pursuant to Rule
12b-1 under the 1940 Act (the 'Conestoga 12b-1 Plan'). Under the Conestoga 12b-1
Plan, the class of shares known as the Retail Shares of each of the Conestoga
Portfolios bears the expense of distribution fees payable to SFS at an annual
rate of up to .40% of the average daily net asset value of such Portfolio's
outstanding Retail Shares to finance activities which are principally intended
to result in the sale of Retail Shares. SFS may enter into agreements with
financial institutions and industry professionals which provide distribution
and/or administrative services as agents for their customers who beneficially
own Retail Shares. Services provided by such financial institutions may include,
without limitation: printing and distributing advertising and sales literature
and reports to shareholders used in connection with the sale of a Portfolio's
shares, and personnel and communication equipment used in servicing shareholder
accounts and prospective shareholder inquiries.
    
 
                                       4
<PAGE>
     The Conestoga 12b-1 Plan is a 'compensation' type plan as opposed to a
'reimbursement' type plan. Accordingly, payments by Retail Shares under the
Conestoga 12b-1 Plan are based on the expressed fee rather than on the specific
amounts expended by SFS for distribution purposes. SFS may be able to recover
such amounts or may earn a profit from payments made by Retail Shares of
Conestoga under the Conestoga 12b-1 Plan.
 
     For the fiscal year ended October 31, 1995, Conestoga paid, in the
aggregate, fees to SFS pursuant to the Distribution and Services Plan of
$35,000, which represent 0.15% of the Conestoga Portfolios' Retail Shares
average net assets during that period.
 
   
     CERTAIN ARRANGEMENTS WITH SERVICE PROVIDERS -- COREFUNDS PORTFOLIOS.
CoreStates Advisers, a wholly-owned subsidiary of CoreStates Bank which is
itself a wholly-owned subsidiary of CoreStates Financial Corp, serves as
investment adviser to CoreFunds and is entitled to receive advisory fees from
the CoreFunds Portfolios computed daily and paid monthly, at the following
annual rates, expressed as a percentage of average daily net assests:
    
 
   
<TABLE>
<CAPTION>
                                                                                                     ACTUAL ADVISORY
                                                                                                   FEE FOR YEAR ENDED
                                                                                                      JUNE 30, 1995
COREFUNDS PORTFOLIOS                                                             ADVISORY FEE        (AFTER WAIVERS)
- -----------------------------------------------------------------------------  -----------------  ---------------------
<S>                                                                             <C>               <C>    
Cash Reserve.................................................................           0.40%                0.22%  
Tax-Free Reserve.............................................................           0.40%                0.22%  
Treasury Reserve.............................................................           0.40%                0.22%  
Value Equity Fund............................................................           0.74%                0.60%  
Special Equity Fund..........................................................           1.50%                 N/A*  
Bond Fund....................................................................           0.74%                 N/A*  
Intermediate Bond Fund.......................................................           0.50%                0.35%  
Pennsylvania Municipal Bond Fund.............................................           0.50%                   0%  
Short-Term Income Fund.......................................................           0.74%                 N/A*  
Balanced Fund................................................................           0.70%                0.45%  
International Growth Fund....................................................           0.80%                0.45%
</TABLE>
    
 
- ------------------
* These are new portfolios which have not commenced operations as of the date
  hereof.
 
     As investment adviser, CoreStates Advisers manages the investments of each
Portfolio, makes decisions with respect to and places orders for all purchases
and sales of a Portfolio's securities, and maintains certain records relating to
such purchases and sales.
 
     CoreStates Advisers has delegated some of its investment management
functions with respect to the Value Equity Fund to Cashman, Farrell and
Associates ('Cashman, Farrell'), and with respect to the International Growth
Fund to Martin Currie, Inc. ('Martin Currie') and Aberdeen Trust, pursuant to
separate sub-advisory agreements between CoreStates Advisers and each of
Cashman, Farrell, Martin Currie and Aberdeen Trust. After the Reorganization, it
is expected that the sub-advisory agreement with Cashman, Farrell will be
terminated.
 
     For the services provided as Value Equity Fund's sub-adviser, Cashman,
Farrell is entitled to receive a fee from CoreStates Advisers, computed daily
and paid monthly, at the annual rate of .50% of
 
                                       5
<PAGE>
   
such Portfolio's average net assets. For the services provided as International
Growth Fund's sub-advisers, each of Martin Currie and Aberdeen Trust is entitled
to receive fees from CoreStates Advisers, computed daily and paid monthly, at
the annual rate of .50% of such Portfolio's average daily net assets under
management by such sub-adviser.
    
 
     As sub-advisers to Value Equity Fund and International Growth Fund,
Cashman, Farrell, Martin Currie and Aberdeen Trust manage the investments of
their respective Portfolios, make decisions with respect to and place orders for
the majority of the purchases and sales of such Portfolio's securities, and
maintain certain records relating to such purchases and sales.
 
     See 'Management -- Investment Adviser, Sub-Advisers' in CoreFunds'
Prospectuses accompanying this Combined Proxy Statement/Prospectus which are
incorporated herein by reference, for additional information on CoreFunds'
Adviser.
 
   
     Administrative services are provided to CoreFunds by SFM. For its services,
SFM is entitled to receive a fee, computed daily and paid monthly, on a
Portfolio's average daily net assets at a rate of 0.25%. For the fiscal year
ended June 30, 1995, SFM received administration fees at the annual rate of
0.16% of the average daily net assets of each of the Value Equity, International
Growth, Balanced, Intermediate Bond, Cash Reserve, Treasury Reserve, and
Tax-Free Reserve Funds. For this same period, SFM waived all administration fees
with respect to the Pennsylvania Municipal Bond Fund. The Special Equity,
Short-Term Income and Bond Funds were not operational during this time period.
    
 
     See 'Management -- Administrator' in CoreFunds' Prospectuses accompanying
this Combined Proxy/Prospectus, which are incorporated herein by reference, for
additional information on CoreFunds' administrator.
 
     State Street Bank and Trust Company serves as CoreFunds' transfer and
dividend disbursing agent. For these services, State Street Bank and Trust
Company receives fees based on annual per shareholder account charges for
account maintenance and fees for certain shareholder-generated transactions,
plus out-of-pocket expenses. The minimum annual transfer agency fee for each
class of each Portfolio is $15,000. See 'Administrator' in the CoreFunds'
Prospectuses accompanying this Combined Proxy/Prospectus, which are incorporated
herein by reference, for additional information on CoreFunds' transfer agent.
 
     Custodial services are provided to CoreFunds by CoreStates Bank, N.A. See
'Custodian and Transfer Agent' in CoreFunds' Statement of Additional
Information, which is incorporated herein by reference, for additional
information about CoreFunds' custodian.
 
   
     SFS serves as distributor of the shares of CoreFunds' Portfolios. CoreFunds
has adopted a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act (the
'CoreFunds 12b-1 Plan'). Under the CoreFunds 12b-1 Plan, the class of shares
known as the Individual Shares of each of the CoreFunds' Portfolios bears the
expense of distribution fees payable to SFS at an annual rate of up to .25% of
the average daily net asset value of such Portfolio's outstanding Individual
Shares to finance activities which are principally intended to result in the
sale of Individual Shares. SFS may enter into agreements with financial
institutions and industry professionals which provide distribution and/or
administrative services as agents for their customers who beneficially own
Individual Shares. Services provided by such financial institutions may include,
without limitation: printing and distributing advertising and sales literature
and reports to shareholders used in connection with the sale of a Portfolio's
shares, and personnel and communication equipment used in servicing shareholder
accounts and prospective shareholder inquiries.
    
 
     The CoreFunds 12b-1 Plan is a 'compensation' type plan as opposed to a
'reimbursement' type plan. Accordingly, payments by Individual Shares under the
CoreFunds 12b-1 Plan are based on the expressed fee rather than on the specific
amounts expended by SFS for distribution purposes. SFS may be able to recover
such amounts or may earn a profit from payments made by Individual Shares of
CoreFunds under the CoreFunds 12b-1 Plan.
 
     For the fiscal year ended June 30, 1995, CoreFunds paid, in the aggregate,
fees to SFS pursuant to the Distribution Plan of $120,490, which represent 0.25%
of the CoreFunds' Portfolios Individual Shares average net assets during that
period.
 
                                       6
<PAGE>
   
     COMPARATIVE FEE AND EXPENSE TABLES.  The tables below show (i) information
regarding the fees and expenses paid by each class of shares of each Conestoga
Portfolio and of each class of shares of each CoreFunds Portfolio as of their
most recent fiscal years, restated to reflect expenses the Conestoga Portfolio
and the CoreFunds Portfolio, respectively, expect to incur during the current
fiscal year and (ii) estimated fees and expenses on a pro forma basis giving
effect to the proposed Reorganization. The investment adviser and other service
providers for CoreFunds are not contractually obligated to do so, but certain of
them have informed CoreFunds and Conestoga that they expect to waive fees and
reimburse expenses for the twelve months following the Reorganization as
necessary to maintain the total operating expenses applicable to each class of
shares of each Portfolio at the pro forma levels stated in the tables below. The
tables indicate that the total operating expenses applicable to each class of
the Conestoga Portfolios are expected to decrease, except those attributable to
the Institutional Shares and Retail Shares of the Conestoga Tax-Free Fund and
the Retail Shares of the Conestoga Special Equity Fund.
    
 
                                       7
<PAGE>
                    COMPARATIVE FEE TABLE FOR EACH PORTFOLIO
   
<TABLE>
<CAPTION>
                                                   CONESTOGA CASH                    COREFUNDS                 PRO FORMA      
                                                     MANAGEMENT                     CASH RESERVE               COMBINED
                                                        FUND              --------------------------------  ---------------
                                            ----------------------------      CLASS Y          CLASS C          CLASS Y
                                             INSTITUTIONAL     RETAIL     (INSTITUTIONAL)   (INDIVIDUAL)    (INSTITUTIONAL)
                                                SHARES         SHARES         SHARES           SHARES           SHARES
                                            ---------------  -----------  ---------------  ---------------  ---------------
 
<S>                                         <C>              <C>          <C>              <C>               <C>   
ANNUAL FUND OPERATING
  EXPENSES
  (as a percentage of average net assets)  
Advisory Fees
  (after fee waivers)................           .20%(1)        .20%(1)          .29%(2)          .29%(2)          .28%(2)  
12b-1 Fees (after fee waivers).......          None            .25%(3)         None              .25%            None  
Other Expenses(4)
  (after fee waivers and/or expense
  reimbursements)....................           .36%           .36%            .24%(5)           .24%(5)          .23%(6)  
Total Operating Expenses
  (after fee waivers and/or expense
  reimbursements)....................           .56%(7)        .81%(7)          .53%(8)          .78%(8)          .51%(9)
 
</TABLE>

<TABLE>
<CAPTION>
 
                                           CLASS C
                                        (INDIVIDUAL)
                                           SHARES
                                       ---------------
<S>                                     <C>  
ANNUAL FUND OPERATING
  EXPENSES
  (as a percentage of average net ass
Advisory Fees
  (after fee waivers)................           .28%(2)
12b-1 Fees (after fee waivers).......           .25%
Other Expenses(4)
  (after fee waivers and/or expense
  reimbursements)....................           .23%(6)
Total Operating Expenses
  (after fee waivers and/or expense
  reimbursements)....................           .76%(9)
</TABLE>

    
 
- ------------------
(1) The maximum advisory fee for the Institutional Shares and Retail Shares of
    the Conestoga Cash Management Fund is 0.40%.
(2) The maximum advisory fee for the Class Y (Institutional) Shares and Class C
    (Individual) Shares of the CoreFunds Cash Reserve is 0.50%.
(3) 12b-1 fees for the Retail Shares of the Conestoga Cash Management Fund have
    been reduced to reflect the voluntary waiver of fees by that Fund's
    distributor. The Conestoga Cash Management Fund can pay up to 0.40% of the
    average daily net assets of its Retail Shares as a 12b-1 fee to the
    distributor.
(4) Includes administration fees. Absent voluntary fee waivers, administration
    fees are payable at the maximum annual rate of 0.25% of the Class Y
    (Institutional) Shares and Class C (Individual) Shares of the CoreFunds Cash
    Reserve, and 0.17% of the Institutional Shares and Retail Shares of the
    Conestoga Cash Management Fund.
   
(5) Other Expenses, before fee waivers and/or expense reimbursements, would have
    been 0.33% and 0.33%, respectively, for the Class Y (Institutional) Shares
    and Class C (Individual) Shares of the CoreFunds Cash Reserve.
    
   
(6) Other Expenses, before fee waivers and/or expense reimbursements, would be
    0.32% and 0.32%, respectively, for the Class Y (Institutional) Shares and
    Class C (Individual) Shares of the Pro Forma Combined Portfolio.
    
   
(7) Absent the voluntary waivers and reimbursements, which can be terminated at
    any time, the total operating expenses for the Institutional Shares and
    Retail Shares of the Conestoga Cash Management Fund would have been 0.76%
    and 1.16%, respectively.
    
   
(8) Absent the voluntary waivers by the investment adviser and administrator,
    which can be terminated at any time, the total operating expenses for the
    Class Y (Institutional) Shares and Class C (Individual) Shares of the
    CoreFunds Cash Reserve would have been 0.83% and 1.08%, respectively.
    
   
(9) Absent voluntary waivers, which can be terminated at any time, the total
    operating expenses for the Class Y (Institutional) Shares and Class C
    (Individual) Shares of the Pro Forma Combined Portfolio would be 0.72% and
    0.97%, respectively.
    
 
     EXAMPLE: An investor would pay the following expenses on a $1,000
investment, assuming
(1) 5% annual return, and (2) redemption at the end of the following periods:

                                        8
<PAGE>

<TABLE>
<CAPTION>
                                                                          1 YEAR      3 YEARS      5 YEARS     10 YEARS
                                                                     -----------  -----------  -----------  -----------
 
<S>                                                                         <C>          <C>          <C>          <C> 
Conestoga Cash Management Fund

   

  Institutional Shares.....................................................   $6          $18          $31          $70
  Retail Shares............................................................   $8          $26          $45         $100
CoreFunds Cash Reserve
  Class Y (Institutional) Shares...........................................   $5          $17          $30          $66
  Class C (Individual) Shares..............................................   $8          $25          $43          $97
Pro Forma Combined
  Class Y (Institutional) Shares...........................................   $5          $16          $29          $64
  Class C (Individual) Shares..............................................   $8          $24          $42          $94
</TABLE> 
    
 
                                       9
<PAGE>
   
<TABLE>
<CAPTION>
                                                   CONESTOGA                       COREFUNDS                 PRO FORMA
                                                    TAX-FREE                    TAX-FREE RESERVE             COMBINED
                                                      FUND              --------------------------------  ---------------
                                          ----------------------------      CLASS Y          CLASS C          CLASS Y
                                           INSTITUTIONAL     RETAIL     (INSTITUTIONAL)   (INDIVIDUAL)    (INSTITUTIONAL)
                                              SHARES         SHARES         SHARES           SHARES           SHARES
                                          ---------------  -----------  ---------------  ---------------  ---------------
<S>                                       <C>              <C>           <C>             <C>              <C>    
ANNUAL FUND OPERATING
  EXPENSES
  (as a percentage of average net assets)
 Advisory Fees
  (after fee waivers)................           .16%(1)        .16%(1)          .29%(2)          .29%(2)          .28%(2) 
12b-1 Fees (after fee waivers).......          None            .05%(3)         None              .25%            None  
Other Expenses(4)
  (after fee waivers and/or expense
  reimbursements)....................           .30%           .30%             .24%(5)          .24%(5)          .23%(6)  
Total Operating Expenses
  (after fee waivers and/or expense
  reimbursements)....................           .46%(7)        .51%(7)          .53%(8)          .78%(8)          .51%(9)
<CAPTION>
 


                                           CLASS C
                                        (INDIVIDUAL)
                                           SHARES
                                       ---------------
ANNUAL FUND OPERATING
  EXPENSES
  (as a percentage of average net ass
Advisory Fees
  (after fee waivers)................           .28%(2)
12b-1 Fees (after fee waivers).......           .25%
Other Expenses(4)
  (after fee waivers and/or expense
  reimbursements)....................           .23%(6)
Total Operating Expenses
  (after fee waivers and/or expense
  reimbursements)....................           .76%(9)
</TABLE>
    
 
- ------------------
(1) The maximum advisory fee for the Institutional Shares and Retail Shares of
    the Conestoga Tax-Free Fund is .40%.
(2) The maximum advisory fee for the Class Y (Institutional) Shares and Class C
    (Individual) Shares of the CoreFunds Tax-Free Reserve is .50%.
   
(3) 12b-1 fee for the Retail Shares of the Conestoga Tax-Free Fund have been
    reduced to reflect the voluntary waiver of fees by that Fund's distributor.
    The Conestoga Tax-Free Fund can pay up to .40% of the average daily net
    assets of its Retail Shares as a 12b-1 fee to its distributor.
    
(4) Includes administration fees. Absent voluntary fee waivers, administration
    fees are payable at the maximum annual rate of .25% of the Class Y
    (Institutional) Shares and Class C (Individual) Shares of the CoreFunds
    Tax-Free Reserve, and .17% of the Institutional Shares and Retail Shares of
    the Conestoga Tax-Free Fund.
   
(5) Other Expenses, before fee waivers and/or expense reimbursements, would have
    been 0.33% and 0.33%, respectively, for the Class Y (Institutional) Shares
    and Class C (Individual) Shares of the CoreFunds Tax-Free Reserve.
    
   
(6) Other Expenses, before fee waivers and/or expense reimbursements, would be
    0.32% and 0.32%, respectively, for the Class Y (Institutional) Shares and
    Class C (Individual) Shares of the Pro Forma Combined Portfolio.
    
   
(7) Absent the voluntary waivers and reimbursements by the investment adviser
    and administrator, which can be terminated at any time, the total operating
    expenses for the Institutional Shares and Retail Shares of the Conestoga
    Tax-Free Fund would have been 0.70% and 1.10%, respectively.
    
   
(8) Without voluntary waivers by its investment adviser and administrator, which
    can be terminated at any time, total operating expenses for the Class Y
    (Institutional) Shares and Class C (Individual) Shares of the CoreFunds
    Tax-Free Reserve would have been 0.83% and 1.08%, respectively.
    
   
(9) Absent voluntary waivers, which can be terminated at any time, the total
    operating expenses for the Class Y (Institutional) Shares and Class C
    (Individual) Shares of the Pro Forma Combined Portfolio would be 0.72% and
    0.97%, respectively.
    
 
     EXAMPLE: An investor would pay the following expenses on a $1,000
investment, assuming
(1) 5% annual return, and (2) redemption at the end of the following periods:
 
<TABLE>
<CAPTION>
                                                                               1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                                             -----------  -----------  -----------  -----------
<S>                                                                          <C>          <C>          <C>          <C>  
 
Conestoga Tax-Free Fund  
  Institutional Shares.....................................................        $5         $15         $26         $58
</TABLE>                                 
                                       10   
<PAGE>
<TABLE> 
<CAPTION>                                                                                                         
                                                                                                                  
<S>                                                                           <C>         <C>          <C>          <C>
  Retail Shares............................................................        $5         $16         $29         $64  
CoreFunds Tax-Free Reserve                                                                                        
  Class Y (Institutional) Shares...........................................        $5         $17         $30         $66  
  Class C (Individual) Shares..............................................        $8         $25         $43         $97  
Pro Forma                                                                                                         
  Class Y (Institutional) Shares...........................................        $5         $16         $29         $64  
  Class C (Individual) Shares..............................................        $8         $24         $42         $94
</TABLE>                           
 
                                       11
<PAGE>
   
<TABLE>
<CAPTION>

                                                CONESTOGA
                                         U.S. TREASURY SECURITIES               COREFUNDS                 PRO FORMA
                                                                             TREASURY RESERVE             COMBINED
                                                   FUND              --------------------------------  ---------------
                                       ----------------------------      CLASS Y          CLASS C          CLASS Y
                                        INSTITUTIONAL     RETAIL     (INSTITUTIONAL)   (INDIVIDUAL)    (INSTITUTIONAL)
                                           SHARES         SHARES         SHARES           SHARES           SHARES
                                       ---------------  -----------  ---------------  ---------------  ---------------
<S>                                     <C>             <C>           <C>             <C>              <C>    
ANNUAL FUND OPERATING
  EXPENSES
  (as a percentage of average net assets)  
Advisory Fees
  (after fee waivers)................           .27%(1)        .27%(1)          .29%(2)          .29%(2)          .28%(2)  
12b-1 Fees (after fee waivers).......          None            .15%(3)         None              .25%            None  
Other Expenses(4)
  (after fee waivers and/or expense
  reimbursements)....................           .35%(5)        .35%(5)          .24%(6)          .24%(6)          .23%(7)  
Total Operating Expenses
  (after fee waivers and/or expense
  reimbursements)....................           .62%(8)        .77%(8)          .53%(9)          .78%(9)          .51%(10)  
<CAPTION>
 
                                            CLASS C
                                         (INDIVIDUAL)
                                            SHARES
                                        ---------------
ANNUAL FUND OPERATING
  EXPENSES
  (as a percentage of average net ass
Advisory Fees
  (after fee waivers)................           .28%(2)
12b-1 Fees (after fee waivers).......           .25%
Other Expenses(4)
  (after fee waivers and/or expense
  reimbursements)....................           .23%(7)
Total Operating Expenses
  (after fee waivers and/or expense
  reimbursements)....................           .76%(10)
 
<CAPTION>
 
</TABLE>
    
 
- ------------------
 
(1)  The maximum advisory fee for the Institutional Shares and Retail Shares of
     the Conestoga U.S. Treasury Securities Fund is .40%.
 
(2)  The maximum advisory fee for the Class Y (Institutional) Shares and Class C
     (Individual) Shares of the CoreFunds Treasury Reserve is .50%.
 
(3)  12b-1 fees for the Retail Shares of the Conestoga U.S. Treasury Securities
     Fund have been reduced to reflect the voluntary waiver of fees by that
     Fund's distributor. The Conestoga U.S. Treasury Securities Fund can pay up
     to .40% of the average daily net assets of its Retail Shares as a 12b-1 fee
     to its distributor.
 
(4)  Includes administration fees. Absent voluntary fee waivers, administration
     fees are payable at the maximum annual rate of .25% of the Class Y
     (Institutional) Shares and Class C (Individual) Shares of the CoreFunds
     Treasury Reserve, and .17% of the Institutional Shares and Retail Shares of
     the Conestoga U.S. Treasury Securities Fund.
 
   
(5)  Other Expenses, before fee waivers and/or expense reimbursements, would
     have been 0.37% and 0.37%, respectively, for the Institutional Shares and
     Retail Shares of the Conestoga U.S. Treasury Securities Fund.
    
 
   
(6)  Other Expenses, before fee waivers and/or expense reimbursements, would
     have been 0.33% and 0.33%, respectively, for the Class Y (Institutional)
     Shares and Class C (Individual) Shares of the CoreFunds Cash Reserve.
    
 
   
(7)  Other Expenses, before fee waivers and/or expense reimbursements, would be
     0.32% and 0.32%, respectively, for the Class Y (Institutional) Shares and
     Class C (Individual) Shares of the Pro Forma Combined Portfolio.
    
 
   
(8)  Absent the voluntary waivers and reimbursements by the investment adviser,
     which can be terminated at any time, the total operating expenses for the
     Institutional Shares and Retail Shares of the Conestoga U.S. Treasury
     Securities Fund would have been 0.77% and 1.17%, respectively.
    
 
   
(9)  Absent the voluntary waivers and/or expense reimbursements by the
     investment adviser and administrator, which can be terminated at any time,
     total operating expenses for the Class Y (Institutional) Shares and Class C
     (Individual) Shares of the CoreFunds Treasury Reserve would have been 0.83%
     and 1.08%, respectively.
    
 
   
(10) Absent voluntary waivers, which can be terminated at any time, the total
     operating expenses for the Class Y (Institutional) Shares and Class C
     (Individual) Shares of the Pro Forma Combined Portfolio would be 0.72% and
     0.97%, respectively.
    
 
     EXAMPLE: An investor would pay the following expenses on a $1,000
investment, assuming
(1) 5% annual return, and (2) redemption at the end of the following periods:
  
                                       12
<PAGE>
<TABLE>
<CAPTION>
                                                                               1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                                             -----------  -----------  -----------  -----------
<S>                                                                          <C>          <C>          <C>          <C>
Conestoga U.S. Treasury Securities Fund
 
  Institutional Shares.....................................................          $6          $20          $35          $77
  Retail Shares............................................................          $8          $25          $43          $95
CoreFunds Treasury Reserve                                                      
  Class Y (Institutional) Shares...........................................          $5          $17          $30          $66
  Class C (Individual) Shares..............................................          $8          $25          $43          $97
Pro Forma Combined
  Class Y (Institutional) Shares...........................................          $5          $16          $29          $64
  Class C (Individual) Shares..............................................          $8          $24          $42          $94
</TABLE>

<TABLE>
<CAPTION>

                                            CONESTOGA                     COREFUNDS                      PRO FORMA
                                              EQUITY                  VALUE EQUITY FUND*                  COMBINED
                                               FUND             ------------------------------  ----------------------------
                                    --------------------------      CLASS Y         CLASS A         CLASS Y        CLASS A
                                    INSTITUTIONAL    RETAIL     (INSTITUTIONAL)  (INDIVIDUAL)   (INSTITUTIONAL)  (INDIVIDUAL)
                                       SHARES        SHARES         SHARES          SHARES          SHARES         SHARES
                                    -------------  -----------  ---------------  -------------  ---------------  -----------
 
<S>                                 <C>             <C>         <C>              <C>            <C>              <C>
SHAREHOLDER TRANSACTION
  EXPENSES  
Maximum Sales Load Imposed on
  Purchases.......................         None          2.00%          None            3.25%           None           3.25%  
Maximum Sales Load Imposed on
  Reinvested Dividends (as a
  percentage of offering price)...         None          None           None            None            None           None  
Contingent Deferred Sales Charge
  (as a percentage of original
  purchase price or redemption
  proceeds, as applicable)........         None          None           None            None            None           None  
Redemption Fee (as a percentage of
  amount redeemed, if
  applicable).....................         None          None           None            None            None           None  
Exchange Fee......................         None          None           None            None            None           None
 

</TABLE>
 
                                       10
<PAGE>
   
<TABLE>
<S>                                  <C>            <C>          <C>              <C>            <C>              <C>
ANNUAL FUND OPERATING EXPENSES
  (as a percentage of average net
  assets)
Advisory Fees.....................         .74%          .74%             .75%           .75%            .74%           .74%  
12b-1 Fees (after fee waivers)....         None          .25%(2)         None            .25%(2)         None           .25%(2)  
Other Expenses(2)
  (after fee waivers and/or
  expense reimbursements).........         .31%(4)       .31%(4)          .24%(5)        .24%(5)         .26%(6)        .26%(6) 
Total Operating Expenses
  (after fee waivers and/or
  expense reimbursements).........        1.05%(7)      1.30%(7)          .99%(8)       1.24%(8)        1.00%(9)       1.25%(9)
</TABLE>
    
 
- ------------------
 
*   It is expected that the CoreFunds Value Equity Fund will change its name and
    investment policies upon consummation of the Reorganization and that it will
    continue the operations of the Conestoga Equity Fund.
 
(1) 12b-1 fees for the Retail Shares of the Conestoga Equity Fund have been
    reduced to reflect the voluntary waiver of fees by that Fund's Distributor.
    Conestoga Equity Fund can pay up to 0.40% of the average daily net assets of
    its Retail Shares as a 12b-1 fee to the distributor.
 
   
(2) Under rules of the NASD, a 12b-1 fee may be treated as a sales charge for
    certain purposes. Because the 12b-1 fee is an annual fee charged against the
    assets of a Portfolio, long-term shareholders may indirectly pay more in
    total sales charges than the economic equivalent of the maximum front-end
    sales charge permitted by the rules of the NASD.
    
 
   
(3) Includes administration fees. Absent voluntary fee waivers, administration
    fees are payable at the maximum annual rate of .25% of the Class Y
    (Institutional) Shares and Class A (Individual) Shares of the CoreFunds
    Value Equity Fund, and .17% of the Institutional Shares and Retail Shares of
    the Conestoga Equity Fund.
    
 
   
(4) Other Expenses, before fee waivers and/or expense reimbursements, would have
    been 0.36% and 0.36%, respectively, for the Institutional Shares and Retail
    Shares of the Conestoga Equity Fund.
    
 
   
(5) Other Expenses, before fee waivers and/or expense reimbursements, would have
    been 0.33% and 0.33%, respectively, for the Class Y (Institutional) Shares
    and Class A (Individual) Shares of the CoreFunds Value Equity Fund.
    
 
   
(6) Other Expenses, before fee waivers and/or expense reimbursements, would be
    0.35% and 0.35%, respectively, for the Class Y (Institutional) Shares and
    Class A (Individual) Shares of the Pro Forma Combined Portfolio.
    
 
   
(7) Absent the voluntary waivers and reimbursements by the investment adviser,
    which can be terminated at any time, the total operating expenses of the
    Institutional Shares and Retail Shares of the Conestoga Equity Fund would
    have been 1.10% and 1.50%, respectively.
    
 
   
(8) Absent fee waivers by the investment adviser and administrator, which can be
    terminated at any time, the total operating expenses for Class Y
    (Institutional) Shares and Class A (Individual) Shares of the CoreFunds
    Value Equity Fund would have been 1.08% and 1.33%, respectively.
    
 
   
(9) Absent voluntary waivers, which can be terminated at any time, the total
    operating expenses of the Class Y (Institutional) Shares and Class A
    (Individual) Shares of the Pro Forma Combined Portfolio would be 1.09% and
    1.34%, respectively.
    
 
     EXAMPLE: An investor would pay the following expenses on a $1,000
investment, assuming
(1) 5% annual return, and (2) redemption at the end of the following periods:
 
<TABLE>
<CAPTION>
                                                                                1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                                             -----------  -----------  -----------  -----------
<S>                                                                          <C>          <C>           <C>          <C>
 
Conestoga Equity Fund  
  Institutional Shares.....................................................        $11          $33          $58         $128  
  Retail Shares                                                                    $33          $60          $90         $174  
CoreFunds Value Equity Fund                                                                                            
  Class Y (Institutional) Shares...........................................        $10          $32          $55         $121
</TABLE>
                                        11 
<PAGE>  
<TABLE> 
<S>                                                                          <C>          <C>           <C>          <C>
  Class A (Individual) Shares..............................................        $45          $71          $98         $178  
Pro Forma Combined                                                                                                     
  Class Y (Institutional) Shares...........................................        $10          $32          $55         $122  
  Class A (Individual) Shares                                                      $45          $71          $99         $179
</TABLE>
 
                                       12
<PAGE>
 
   
<TABLE>
<CAPTION>
                                              CONESTOGA                     COREFUNDS                      PRO FORMA
                                            SPECIAL EQUITY             SPECIAL EQUITY FUND*                 COMBINED
                                                 FUND             ------------------------------  ----------------------------
                                      --------------------------      CLASS Y         CLASS A         CLASS Y        CLASS A
                                      INSTITUTIONAL    RETAIL     (INSTITUTIONAL)  (INDIVIDUAL)   (INSTITUTIONAL)  (INDIVIDUAL)
                                         SHARES        SHARES         SHARES          SHARES          SHARES         SHARES
                                      -------------  -----------  ---------------  -------------  ---------------  -----------
<S>                                   <C>            <C>          <C>              <C>             <C>              <C>
 
SHAREHOLDER TRANSACTION EXPENSES
 
Maximum Sales Load Imposed on
  Purchases.........................         None          2.00%          None            None            None           3.25%  
Maximum Sales Load Imposed on
  Reinvested Dividends (as a
  percentage of offering price).....         None          None           None            None            None           None  
Contingent Deferred Sales Charge (as
  a percentage of original purchase
  price or redemption proceeds, as
  applicable).......................         None          None           None            None            None           None  
Redemption Fee (as a percentage of
  amount redeemed, if applicable)...         None          None           None            None            None           None  
Exchange Fee........................         None          None           None            None            None           None
 
ANNUAL FUND OPERATING EXPENSES
  (as a percentage of average net
  assets)  
Advisory Fees
  (after fee waivers)...............         .0%(1)        .0%(1)         N/A             N/A             .10%(1)         .10%(1)  
12b-1 Fees (after fee waivers)......         None          .0%(2)         N/A             N/A             None            .25%(3)  
Other Expenses(4)
  (after fee waivers and/or expense
  reimbursements)...................         .32%(5)       .32%(5)        N/A             N/A             .21%(6)         .21%(6)  
Total Operating Expenses
  (after fee waivers and/or expense
  reimbursements)...................         .32%(7)       .32%(7)        N/A             N/A             .31%(8)         .56%(8)
</TABLE>
    
 
- ------------------
 
*   The CoreFunds Special Equity Fund has not yet commenced operations. The
    CoreFunds Special Equity Fund will continue the operations of the Conestoga
    Special Equity Fund upon consummation of the Reorganization relating to that
    Fund.
 
   
(1) The maximum advisory fee for the Institutional Shares and Retail Shares of
    the Conestoga Special Equity Fund and the Class Y (Institutional) Shares and
    Class A (Individual) Shares of the CoreFunds Special Equity Fund is 1.50%.
    
 
(2) 12b-1 fees for the Retail Shares of the Conestoga Special Equity Fund have
    been reduced to reflect the voluntary waiver of fees by that Fund's
    distributor. The Conestoga Special Equity Fund can pay up to 0.40% of the
    average daily net assets of its Retail Shares as a 12b-1 fee to the
    distributor.
 
                                       13
<PAGE>
   
(3) Under rules of the NASD, a 12b-1 fee may be treated as a sales charge for
    certain purposes. Because the 12b-1 fee is an annual fee charged against the
    assets of a Portfolio, long-term shareholders may indirectly pay more in
    total sales charges than the economic equivalent of the maximum front-end
    sales charge permitted by the rules of the NASD.
    
   
(4) Includes administration fees. Absent voluntary fee waivers, administration
    fees are payable at the maximum annual rate of .17% of the Institutional
    Shares and Retail Shares of the Conestoga Special Equity Fund.
    
   
(5) Other Expenses, before fee waivers and/or expense reimbursements, would have
    been 0.37% and 0.37%, respectively, for the Institutional Shares and Retail
    Shares of the Conestoga Special Equity Fund.
    
   
(6) Other Expenses, before fee waivers and/or expense reimbursements, would be
    0.30% and 0.30%, respectively, for the Class Y (Institutional) Shares and
    Class A (Individual) Shares of the CoreFunds Special Equity Fund.
    
   
(7) Absent the voluntary waivers and reimbursements by the investment adviser
    and administrator, which can be terminated at any time, the total operating
    expenses of the Institutional Shares and Retail Shares of the Conestoga
    Special Equity Fund would have been 1.87% and 2.27%, respectively.
    
   
(8) Absent voluntary waivers, which can be terminated at any time, the pro forma
    total operating expenses of the Class Y (Institutional) Shares and Class A
    (Individual) Shares of the CoreFunds Special Equity Fund would be 1.80% and
    2.05%, respectively.
    
 
                                       14
<PAGE>
     EXAMPLE: An investor would pay the following expenses on a $1,000
investment, assuming
(1) 5% annual return, and (2) redemption at the end of the following periods:
 
<TABLE>
<CAPTION>
                                                                               1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                                             -----------  -----------  -----------  -----------
<S>                                                                          <C>          <C>           <C>         <C> 
Conestoga Special Equity Fund  
  Institutional Shares.....................................................        $ 3           $10          $18         $ 41
  Retail Shares............................................................        $23           $30          $38         $ 60
CoreFunds Special Equity Fund                                                                                           
  Class Y (Institutional) Shares...........................................         N/A           N/A          N/A          N/A 
  Class A (Individual) Shares..............................................         N/A           N/A          N/A          N/A 
Pro Forma Combined 
  Class Y (Institutional) Shares...........................................        $ 3           $10          $17         $ 39
  Class A (Individual) Shares..............................................        $38           $50          $63         $100
</TABLE>
                                       15
<PAGE>
 
   
<TABLE>
<CAPTION>
                                                                            COREFUNDS
                                              CONESTOGA                        BOND                        PRO FORMA
                                                 BOND                         FUND*                         COMBINED
                                                 FUND             ------------------------------  ----------------------------
                                      --------------------------      CLASS Y         CLASS A         CLASS Y        CLASS A
                                      INSTITUTIONAL    RETAIL     (INSTITUTIONAL)  (INDIVIDUAL)   (INSTITUTIONAL)  (INDIVIDUAL)
                                         SHARES        SHARES         SHARES          SHARES          SHARES         SHARES
                                      -------------  -----------  ---------------  -------------  ---------------  -----------
<S>                                   <C>            <C>           <C>             <C>            <C>              <C>
 
SHAREHOLDER TRANSACTION EXPENSES
 
Maximum Sales Load Imposed on
  Purchases.........................         None          2.00%          None            None            None           3.25%  
Maximum Sales Load Imposed on
  Reinvested Dividends (as a
  percentage of offering price).....         None          None           None            None            None           None  
Contingent Deferred Sales
  Charge (as a percentage of
  original purchase price or
  redemption proceeds, as
  applicable).......................         None          None           None            None            None           None  
Redemption Fee (as a percentage
  of amount redeemed, if
  applicable).......................         None          None           None            None            None           None  
Exchange Fee........................         None          None           None            None            None           None  
ANNUAL FUND OPERATING EXPENSES
  (as a percentage of average net
  assets)  
Advisory Fees
  (after fee waivers)...............          .34%(1)        .34%(1)          N/A          N/A             .35%(1)        .35%(1)  
12b-1 Fees
  (after fee waivers)...............         None            .25%(3)          N/A          N/A            None            .25%(3)  
Other Expenses(4)
  (after fee waivers and/or expense
  reimbursements)...................          .37%(5)        .37%(5)          N/A          N/A             .21%(6)        .21%(6)  
Total Operating Expenses
  (after fee waivers and/or expense
  reimbursements)...................          .71%(7)        .96%(7)          N/A          N/A             .56%(8)        .81%(8)
</TABLE>
    
 
- ------------------
 
*   The CoreFunds Bond Fund has not yet commenced operations. The CoreFunds Bond
    Fund will continue the operations of the Conestoga Bond Fund upon
    consummation of the Reorganization relating to that Fund.
 
   
(1) The maximum advisory fee for the Institutional Shares and Retail Shares of
    the Conestoga Bond Fund and the Class Y (Institutional) Shares and Class A
    (Individual) Shares of the CoreFunds Bond Fund is .74%.
    
 
(2) 12b-1 fees for the Retail Shares of the Conestoga Bond Fund have been
    reduced to reflect the voluntary waiver of fees by that Fund's distributor.
    The Conestoga Bond Fund can pay up to .40% of its average daily net assets
    of its Retail Shares as a 12b-1 fee to its distributor.
 
                                       16
<PAGE>
   
(3) Under rules of the NASD, a 12b-1 fee may be treated as a sales charge for
    certain purposes. Because the 12b-1 fee is an annual fee charged against the
    assets of a Portfolio, long-term shareholders may indirectly pay more in
    total sales charges than the economic equivalent of the maximum front-end
    sales charge permitted by the rules of the NASD.
    
   
(4) Includes administration fees. Absent voluntary fee waivers, administration
    fees are payable at the maximum annual rate of .17% of the Institutional
    Shares and Retail Shares of the Conestoga Bond Fund.
    
   
(5) Other Expenses, before fee waivers and/or expense reimbursements, would have
    been 0.38% and 0.38%, respectively, for the Institutional Shares and Retail
    Shares of the Conestoga Bond Fund.
    
   
(6) Other Expenses, before fee waivers and/or expense reimbursements, would be
    0.30% and 0.30%, respectively, for the Class Y (Institutional) Shares and
    Class A (Individual) Shares of the CoreFunds Bond Fund.
    
   
(7) Absent the voluntary waivers and reimbursements by the investment adviser
    and administrator, which can be terminated at any time, the total operating
    expenses for the Institutional Shares and Retail Shares of the Conestoga
    Bond Fund would have been 1.12% and 1.52%, respectively.
    
   
(8) Absent voluntary waivers, which can be terminated at any time, the pro forma
    total operating expenses of the Class Y (Institutional) Shares and Class A
    (Individual) Shares of the CoreFunds Bond Fund would be 1.04% and 1.29%,
    respectively.
    
 
     EXAMPLE: An investor would pay the following expenses on a $1,000
investment, assuming
(1) 5% annual return, and (2) redemption at the end of the following periods:

<TABLE>
<CAPTION> 
                                                                                1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                                             -----------  -----------  -----------  -----------
<S>                                                                          <C>           <C>          <C>         <C>  
Conestoga Bond Fund  
  Institutional Shares.....................................................        $  7         $ 23         $ 40         $ 88  
  Retail Shares............................................................        $ 30         $ 50         $ 72         $135  
CoreFunds Bond Fund                                                                                                     
  Class Y (Institutional) Shares...........................................         N/A          N/A          N/A          N/A  
  Class A (Individual) Shares..............................................         N/A          N/A          N/A          N/A  
Pro Forma Combined                                                                                                      
  Class Y (Institutional) Shares...........................................        $  6         $ 18         $ 31         $ 70  
  Class A (Individual) Shares..............................................        $ 41         $ 58         $ 76         $129
</TABLE>
                                        17 
<PAGE>
 
   
<TABLE>
<CAPTION>
                                                                           COREFUNDS
                                            CONESTOGA                    INTERMEDIATE                    PRO FORMA
                                           INTERMEDIATE                   BOND FUND                       COMBINED
                                           INCOME FUND          ------------------------------  ----------------------------
                                    --------------------------      CLASS Y         CLASS A         CLASS Y        CLASS A
                                    INSTITUTIONAL    RETAIL     (INSTITUTIONAL)  (INDIVIDUAL)   (INSTITUTIONAL)  (INDIVIDUAL)
                                       SHARES        SHARES         SHARES          SHARES          SHARES         SHARES
                                    -------------  -----------  ---------------  -------------  ---------------  -----------
<S>                                 <C>            <C>          <C>              <C>            <C>              <C>
 
SHAREHOLDER TRANSACTION
  EXPENSES  
Maximum Sales Load Imposed on
  Purchases.......................         None          2.00%          None            3.25%           None           3.25%  
Maximum Sales Load Imposed on
  Reinvested Dividends (as a
  percentage of offering price)...         None          None           None            None            None           None  
Contingent Deferred Sales
  Charge (as a percentage of
  original purchase price or
  redemption proceeds, as
  applicable).....................         None          None           None            None            None           None  
Redemption Fee (as a percentage
  of amount redeemed, if
  applicable).....................         None          None           None            None            None           None  
Exchange Fee......................         None          None           None            None            None           None  
ANNUAL FUND OPERATING EXPENSES
  (as a percentage of average net
  assets)  
Advisory Fees
  (after fee waivers).............         .25%(1)       .25%(1)        .37%(2)         .37%(2)        .25%(2)        .25%(2)  
12b-1 Fees (after fee waivers)....         None          .25%(4)        None            .25%(4)        None           .25%(4)  
Other Expenses(5)
  (after fee waivers and/or
  expense reimbursements).........         .39%          .39%           .23%(6)         .23%(6)        .26%(7)        .26%(7)%  
Total Operating Expenses
  (after fee waivers and/or
  expense reimbursements).........         .64%(8)       .89%(8)        .60%(9)         .85%(9)        .51%(10)      .76%(10)
</TABLE>

    
 
- ------------------
 
(1) The maximum advisory fee for the Institutional Shares and Retail Shares of
    the Conestoga Intermediate Income Fund is .74%.
 
(2) The maximum advisory fee for the Class Y (Institutional) Shares and Class A
    (Individual) Shares of the CoreFunds Intermediate Bond Fund is .50%.
 
(3) 12b-1 fees for the Retail Shares of the Conestoga Intermediate Income Fund
    have been reduced to reflect the voluntary waiver of fees by that Fund's
    distributor. The Conestoga Intermediate Income Fund can pay up to .40% of
    its daily net assets as a 12b-1 fee to its distributor.
 
                                       18
<PAGE>
   
(4) Under rules of the NASD, a 12b-1 fee may be treated as a sales charge for
    certain purposes. Because the 12b-1 fee is an annual fee charged against the
    assets of a Portfolio, long-term shareholders may indirectly pay more in
    total sales charges than the economic equivalent of the maximum front-end
    sales charge permitted by the rules of the NASD.
    
   
(5) Includes administration fees. Absent voluntary fee waivers, administration
    fees are payable at the maximum annual rate of .25% of the Class Y
    (Institutional) Shares and Class A (Individual) Shares of the CoreFunds
    Intermediate Bond Fund, and .17% of the Institutional Shares and Retail
    Shares of the Conestoga Intermediate Income Fund.
    
   
(6) Other Expenses, before fee waivers and/or expense reimbursements, would have
    been 0.32% and 0.32%, respectively, for the Class Y (Institutional) Shares
    and Class A (Individual) Shares of the CoreFunds Intermediate Bond Fund.
    
   
(7) Other Expenses, before fee waivers and/or expense reimbursements, would be
    0.35% and 0.35%, respectively, for the Class Y (Institutional) Shares and
    Class A (Individual) Shares of the Pro Forma Combined Portfolio.
    
   
(8) Absent the voluntary waivers and reimbursements by the investment adviser
    and administrator, the total operating expenses for the Institutional Shares
    and Retail Shares of the Conestoga Intermediate Income Fund would have been
    1.13% and 1.53%, respectively.
    
   
(9) Absent voluntary waivers by its investment adviser and administrator, which
    can be terminated at any time, total operating expenses for the Class Y
    (Institutional) Shares and Class A (Individual) Shares of the CoreFunds
    Intermediate Bond Fund would have been 0.82% and 1.07%, respectively.
    
   
(10) Absent voluntary waivers, which can be terminated at any time, the total
     operating expenses for the Class Y (Institutional) Shares and Class A
     (Individual) Shares of the Pro Forma Combined Portfolio would be 0.85% and
     1.10%, respectively.
    
 
     EXAMPLE: An investor would pay the following expenses on a $1,000
investment, assuming
(1) 5% annual return, and (2) redemption at the end of the following periods:

<TABLE>
<CAPTION>
 
                                                                1 YEAR        3 YEARS             5 YEARS        10 YEARS
                                                             -----------    -----------         -----------      -----------
<S>                                                          <C>            <C>                 <C>              <C>   
Conestoga Intermediate Income Fund 
Institutional Shares .......................................     $7               $20               $36               $80 
  Retail Shares ............................................    $29               $48               $68              $127 
CoreFunds Intermediate Bond Fund 
  Class Y (Institutional) Shares ...........................     $6               $19               $33               $75 
  Class A (Individual) Shares ..............................    $41               $59               $78              $134 
Pro Forma Combined 
  Class Y (Institutional) Shares ...........................     $5               $16               $29               $64 
  Class A (Individual) Shares ..............................    $40               $56               $73              $124
</TABLE>

                                       19
<PAGE>
 
   
<TABLE>
<CAPTION>
                                                                             COREFUNDS
                                              CONESTOGA                    PENNSYLVANIA
                                             PENNSYLVANIA                 MUNICIPAL BOND                   PRO FORMA
                                            TAX-FREE BOND                      FUND                         COMBINED
                                                 FUND             ------------------------------  ----------------------------
                                      --------------------------      CLASS Y         CLASS A         CLASS Y        CLASS A
                                      INSTITUTIONAL    RETAIL     (INSTITUTIONAL)  (INDIVIDUAL)   (INSTITUTIONAL)  (INDIVIDUAL)
                                         SHARES        SHARES         SHARES          SHARES          SHARES         SHARES
                                      -------------  -----------  ---------------  -------------  ---------------  -----------
<S>                                   <C>            <C>           <C>             <C>            <C>               <C>
 
SHAREHOLDER TRANSACTION EXPENSES  
Maximum Sales Load Imposed on
  Purchases.........................         None          2.00%          None            3.25%           None           3.25%  
Maximum Sales Load Imposed on
  Reinvested Dividends (as a
  percentage of offering price).....         None          None           None            None            None           None  
Contingent Deferred Sales
  Charge (as a percentage of
  original purchase price or
  redemption proceeds, as
  applicable).......................         None          None           None            None            None           None  
Redemption Fee (as a percentage
  of amount redeemed, if
  applicable).......................         None          None           None            None            None           None  
Exchange Fee........................         None          None           None            None            None           None  
ANNUAL FUND OPERATING EXPENSES
  (as a percentage of average net
  assets)  
Advisory Fees
  (after fee waivers)...............         .0%(1)         .0%(1)        .0%(2)          .0%(2)          .0%(2)         .0%(2)  
12b-1 Fees (after fee waivers)......          None          .0%(3)        None            .25%(4)         None           .25%(4)  
Other Expenses(5)
  (after fee waivers and/or expense
  reimbursements)...................          .51%          .51%          .37%(6)         .37%(6)         .14%(7)        .14%(7)  
Total Operating Expenses
  (after fee waivers and/or expense
  reimbursements)...................          .51%(8)        .51%(8)      .37%(9)         .62%(9)         .14%(10)       .39%(10)
</TABLE>
    
 
- ------------------
 
(1) The maximum advisory fee for the Institutional Shares and Retail Shares of
    the Conestoga Pennsylvania Tax-Free Bond Fund is .74%.
 
(2) The maximum advisory fee for the Class Y (Institutional) Shares and Class A
    (Individual) Shares of the CoreFunds Pennsylvania Municipal Bond Fund is
    .50%.
 
(3) 12b-1 fees for the Retail Shares of the Conestoga Pennsylvania Tax-Free Bond
    Fund have been reduced to reflect the voluntary waiver of fees by that
    Fund's distributor. The Conestoga Pennsylvania Tax-Free Bond Fund can pay up
    to .40% of the average daily net assets of its Retail Shares as a 12b-1 fee
    to its distributor.
 
                                       20
<PAGE>
   
(4) Under rules of the NASD, a 12b-1 fee may be treated as a sales charge for
    certain purposes. Because the 12b-1 fee is an annual fee charged against the
    assets of a Portfolio, long-term shareholders may indirectly pay more in
    total sales charges than the economic equivalent of the maximum front-end
    sales charge permitted by the rules of the NASD.
    
   
(5) Includes administration fees. Absent voluntary fee waivers, administration
    fees are payable at the maximum annual rate of .25% of the Class Y
    (Institutional) Shares and Class A (Individual) Shares of the CoreFunds
    Pennsylvania Municipal Bond Fund, and .17% of the Institutional Shares and
    Retail Shares of the Conestoga Pennsylvania Tax-Free Bond Fund.
    
   
(6) Other Expenses, before fee waivers and/or expense reimbursements, would have
    been 0.46% and 0.46%, respectively, for the Class Y (Institutional) Shares
    and Class A (Individual) Shares of the CoreFunds Pennsylvania Municipal Bond
    Fund.
    
   
(7) Other Expenses, before fee waivers and/or expense reimbursements, would be
    0.39% and 0.39%, respectively, for the Class Y (Institutional) Shares and
    Class A (Individual) Shares of the Pro Forma Combined Portfolio.
    
   
(8) Absent the voluntary waivers and reimbursements by the investment adviser
    and administrator, which can be terminated at any time, the total operating
    expenses for the Institutional Shares and Retail Shares of the Conestoga
    Pennsylvania Tax-Free Bond Fund would have been 1.25% and 1.65%,
    respectively.
    
   
(9) Absent the voluntary fee waivers by the investment adviser and
    administrator, which can be terminated at any time, total operating expenses
    for the Class Y (Institutional) Shares and Class A (Individual) Shares of
    the CoreFunds Pennsylvania Municipal Bond Fund would have been 0.96% and
    1.21%, respectively.
    
   
(10) Absent voluntary waivers, which can be terminated at any time, the total
     operating expenses for the Class Y (Institutional) Shares and Class A
     (Individual) Shares of the Pro Forma Combined Portfolio would be 0.89% and
     1.14%, respectively.
    
 
     EXAMPLE: An investor would pay the following expenses on a $1,000
investment, assuming
(1) 5% annual return, and (2) redemption at the end of the following periods:


<TABLE>
<CAPTION>

                                                                1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                             -----------  -----------  -----------  -----------
<S>                                                          <C>          <C>          <C>          <C>    
Conestoga Pennsylvania Tax-Free Bond Fund
  Institutional Shares                                             $5         $16          $29          $64
  Retail Shares                                                   $25         $36          $48          $83
CoreFunds Pennsylvania Municipal Bond Fund
  Class Y (Institutional) Shares                                   $4         $12          $21          $47
  Class A (Individual) Shares                                     $39         $52          $66         $107
Pro Forma Combined
  Class Y (Institutional) Shares                                   $1          $5           $8          $18
  Class A (Individual) Shares                                     $36         $45          $54          $80
</TABLE>

                                       21
<PAGE>
 
   
<TABLE>
<CAPTION>
                                                                           COREFUNDS
                                             CONESTOGA                      BALANCED                       PRO FORMA
                                              BALANCED                        FUND                          COMBINED
                                                FUND             ------------------------------  ------------------------------
                                     --------------------------      CLASS Y         CLASS A         CLASS Y         CLASS A
                                     INSTITUTIONAL    RETAIL     (INSTITUTIONAL)  (INDIVIDUAL)   (INSTITUTIONAL)  (INDIVIDUAL)
                                        SHARES        SHARES         SHARES          SHARES          SHARES          SHARES
                                     -------------  -----------  ---------------  -------------  ---------------  -------------
<S>                                  <C>            <C>          <C>              <C>            <C>               <C>  
SHAREHOLDER TRANSACTION
  EXPENSES  
  Maximum Sales Load Imposed on
    Purchases......................     None          2.00%          None            3.25%           None            3.25%  
  Maximum Sales Load Imposed on
    Reinvested Dividends (as a
    percentage of offering price)..     None          None           None            None            None            None  
  Contingent Deferred Sales Charge
    (as a percentage of original
    purchase price or redemption
    proceeds, as applicable).......     None          None           None            None            None            None  
  Redemption Fee (as a percentage
    of amount redeemed, if
    applicable)....................     None          None           None            None            None            None  
  Exchange Fee.....................     None          None           None            None            None            None  
ANNUAL FUND OPERATING
  EXPENSES  
  (as a percentage of average net
    assets)  
Advisory Fees
  (after fee waivers)..............     .49%(1)        .49%(1)       .67%(2)         .67%(2)         .56%(2)        .56%(2)  
12b-1 Fees (after fee waivers).....     None           .25%(4)       None            .25%(4)         None           .25%(4)  
Other Expenses(5)
  (after fee waivers and/or expense
  reimbursements)..................     .33%          .33%           .26%(6)         .26%(6)         .24%(7)        .24%(7)  
Total Operating Expenses
  (after fee waivers and/or expense
  reimbursements)..................     .82%(8)       1.07%(8)       .93%(9)        1.18%(9)         .80%(10)      1.05%(10)
</TABLE>

    
 
- ------------------
(1) The maximum advisory fee for the Institutional Shares and Retail Shares of
    the Conestoga Balanced Fund is 0.75%.
 
(2) The maximum advisory fee for the Class Y (Institutional) Shares and Class A
    (Individual) Shares of the CoreFunds Balanced Fund is .70%.
 
                                       22
<PAGE>
(3) 12b-1 fees for the Retail Shares of the Conestoga Balanced Fund have been
    reduced to reflect the voluntary waiver of fees by that Fund's distributor.
    The Conestoga Balanced Fund can pay up to 0.40% of its average daily net
    assets of its Retail Shares as a 12b-1 fee to its distributor.
   
(4) Under rules of the NASD, a 12b-1 fee may be treated as a sales charge for
    certain purposes. Because the 12b-1 fee is an annual fee charged against the
    assets of a Portfolio, long-term shareholders may indirectly pay more in
    total sales charges than the economic equivalent of the maximum front-end
    sales charge permitted by the rules of the NASD.
    
 
   
(5) Includes administration fees. Absent voluntary fee waivers, administration
    fees are payable at the maximum annual rate of .25% of the Class Y
    (Institutional) Shares and Class A (Individual) Shares, and .17% of the
    Institutional Shares and Retail Shares of the Conestoga Balanced Fund.
    
   
(6) Other Expenses, before fee waivers and/or expense reimbursements, would have
    been 0.35% and 0.35%, respectively, for the Class Y (Institutional) Shares
    and Class A (Individual) Shares of the CoreFunds Balanced Fund.
    
   
(7) Other Expenses, before fee waivers and/or expense reimbursements, would be
    0.33% and 0.33%, respectively, for the Class Y (Institutional) Shares and
    Class A (Individual) Shares of the Pro Forma Combined Portfolio.
    
 
   
(8) Absent the voluntary waivers and reimbursements by the investment adviser
    and administrator, which can be terminated at any time, the total operating
    expenses of the Institutional Shares and Retail Shares of the Conestoga
    Balanced Fund would have been 1.08% and 1.48%, respectively.
    
 
   
(9) Absent the voluntary fee waivers by the investment adviser and
    administrator, which can be terminated at any time, the total operating
    expenses for the Class Y (Institutional) Shares and Class A (Individual)
    Shares of the CoreFunds Balanced Fund would have been 1.05% and 1.30%,
    respectively.
    
 
   
(10) Absent voluntary waivers, which can be terminated at any time, the total
     operating expenses of the Class Y (Institutional) Shares and Class A
     (Individual) Shares of the Pro Forma Combined Portfolio would be 1.03% and
     1.28%, respectively.
    
 
     EXAMPLE: An investor would pay the following expenses on a $1,000
     investment, assuming (1) 5% annual return, and (2) redemption at the end
     of the following periods:
 
   
<TABLE>
<CAPTION>
                                                               1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                             -----------  -----------  -----------  -----------
<S>                                                          <C>          <C>          <C>          <C>   
 
Conestoga Balanced Fund  
  Institutional Shares.....................................       $ 8         $26          N/A          N/A  
  Retail Shares............................................       $31         $53          N/A          N/A  
CoreFunds Balanced Fund                                                                             
  Class Y (Institutional) Shares...........................       $ 9         $30         $ 51         $114  
  Class A (Individual) Shares..............................       $44         $69         $ 95         $171  
Pro Forma Combined                                                                                  
  Class Y (Institutional) Shares...........................       $ 8         $26         $ 44         $ 99  
  Class A (Individual) Shares..............................       $43         $65         $ 89         $157
</TABLE>
    
 
                                       23
<PAGE>
 
   
<TABLE>
<CAPTION>
                                                                            COREFUNDS
                                             CONESTOGA                     SHORT-TERM                      PRO FORMA
                                             SHORT-TERM                   INCOME FUND*                      COMBINED
                                             INCOMEFUND          ------------------------------  ------------------------------
                                     --------------------------      CLASS Y         CLASS A         CLASS Y         CLASS A
                                     INSTITUTIONAL    RETAIL     (INSTITUTIONAL)  (INDIVIDUAL)   (INSTITUTIONAL)  (INDIVIDUAL)
                                        SHARES        SHARES         SHARES          SHARES          SHARES          SHARES
                                     -------------  -----------  ---------------  -------------  ---------------  -------------
<S>                                  <C>            <C>          <C>              <C>            <C>              <C>
 
SHAREHOLDER TRANSACTION
  EXPENSES  
  Maximum Sales Load Imposed on
    Purchases......................         None          2.00%          None            None            None            3.25%  
  Maximum Sales Load Imposed on
    Reinvested Dividends (as a
    percentage of offering price)..         None          None           None            None            None            None  
  Contingent Deferred Sales Charge
    (as a percentage of original
    purchase price or redemption
    proceeds, as applicable).......         None          None           None            None            None            None  
  Redemption Fee
    (as a percentage of amount
    redeemed, if applicable).......         None          None           None            None            None            None  
  Exchange Fee.....................         None          None           None            None            None            None  
ANNUAL FUND OPERATING
  EXPENSES  
  (as a percentage of average net
    assets)  
Advisory Fees
  (after fee waivers)..............         .29%(1)       .29%(1)        N/A             N/A             .25%(1)         .25%(1)  
12b-1 Fees (after fee waivers).....         None          .25%(3)        N/A             N/A             None            .25%(3)  
Other Expenses(4)
  (after fee waivers and/or expense
  reimbursements)..................         .34%          .34%           N/A             N/A             .21%(5)         .21%(5)  
Total Operating Expenses
  (after fee waivers and/or expense
  reimbursements)..................         .63%(6)       .88%(6)        N/A             N/A             .46%(7)         .71%(7)
</TABLE>

    
 
- ------------------
 
   

*    The CoreFunds Short-Term Income Fund has not yet commenced operations. The
     CoreFunds Short-Term Income Fund will continue the operations of the
     Conestoga Short-Term Income Fund upon consummation of the Reorganization
     relating to that Fund. (1) The maximum advisory fee for the Institutional
     Shares and Retail Shares of the Conestoga Short-Term Income Fund and for
     the Class Y (Institutional) Shares and Class A (Individual) Shares of the
     CoreFunds Short-Term Income Fund is .74%

    
 
                                       24
<PAGE>
   

(2)  12b-1 fees for the Retail Shares of the Conestoga Short-Term Income Fund
     have been reduced to reflect the voluntary waiver of fees by that Fund's
     distributor. The Conestoga Short-Term Income Fund can pay up to 0.40% of
     the average daily net assets of its Retail Shares as a 12b-1 fee to the
     distributor.

(3)  Under rules of the NASD, a 12b-1 fee may be treated as a sales charge for
     certain purposes. Because the 12b-1 fee is an annual fee charged against
     the assets of a Portfolio, long-term shareholders may indirectly pay more
     in total sales charges than the economic equivalent of the maximum
     front-end sales charge permitted by the rules of the NASD.

(4)  Includes administration fees. Absent voluntary fee waivers, administration
     fees are payable at the maximum annual rate of .17% of the Institutional
     Shares and Retail Shares of the Conestoga Short-Term Income Fund.

(5)  Other Expenses, before fee waivers and/or expense reimbursements, would be
     0.30% and 0.30%, respectively, for the Class Y (Institutional) Shares and
     Class A (Individual) Shares of the CoreFunds Short-Term Income Fund.

(6)  Absent the voluntary waivers and reimbursements by the investment adviser
     and administrator, which can be terminated at any time, the total operating
     expenses for the Institutional and Retail Shares of the Conestoga
     Short-Term Income Fund would be 1.08% and 1.48%, respectively.

(7)  Absent voluntary waivers, which can be terminated at any time, the pro
     forma total operating expenses of the Class Y (Institutional) Shares and
     Class A (Individual) Shares of the CoreFunds Short-Term Income Fund would
     be 1.04% and 1.29%, respectively.

    
 
     EXAMPLE: An investor would pay the following expenses on a $1,000
     investment, assuming (1) 5% annual return, and (2) redemption at the end of
     the following periods:
 
   
<TABLE>
<CAPTION>
                                                                1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                             -----------  -----------  -----------  -----------
<S>                                                          <C>          <C>           <C>         <C>   
Conestoga Short-Term Income Fund
  Institutional Shares.....................................        $  6         $ 20          N/A          N/A
  Retail Shares............................................        $ 29         $ 48          N/A          N/A
CoreFunds Short-Term Income Fund                                               
  Class Y (Institutional) Shares...........................         N/A          N/A          N/A          N/A
  Class A (Individual) Shares..............................         N/A          N/A          N/A          N/A
Pro Forma Combined                                                             
  Class Y (Institutional) Shares...........................        $  5         $ 15          N/A          N/A
  Class A (Individual) Shares..............................        $ 40         $ 54          N/A          N/A
</TABLE>                                                                  

    
 
                                       25
<PAGE>
 
   
<TABLE>
<CAPTION>
                                                                           COREFUNDS
                                             CONESTOGA                   INTERNATIONAL                     PRO FORMA
                                           INTERNATIONAL                  GROWTH FUND                       COMBINED
                                            EQUITY FUND          ------------------------------  ------------------------------
                                     --------------------------      CLASS Y         CLASS A         CLASS Y         CLASS A
                                     INSTITUTIONAL    RETAIL     (INSTITUTIONAL)  (INDIVIDUAL)   (INSTITUTIONAL)  (INDIVIDUAL)
                                        SHARES        SHARES         SHARES          SHARES          SHARES          SHARES

                                     -------------  -----------  ---------------  -------------  ---------------  -------------
<S>                                  <C>            <C>          <C>              <C>            <C>              <C>
SHAREHOLDER TRANSACTION
  EXPENSES
  Maximum Sales Load Imposed on
    Purchases......................         None          2.00%          None            3.25%           None            3.25%
  Maximum Sales Load Imposed on
    Reinvested Dividends (as a
    percentage of offering price)..         None          None           None            None            None            None
  Contingent Deferred Sales Charge
    (as a percentage of original
    purchase price or redemption
    proceeds, as applicable).......         None          None           None            None            None            None
  Redemption Fee
    (as a percentage of amount
    redeemed, if applicable).......         None          None           None            None            None            None
  Exchange Fee.....................         None          None           None            None            None            None
ANNUAL FUND OPERATING
  EXPENSES
  (as a percentage of average net
    assets)
Advisory Fees......................         1.00%         1.00%          .80%            .80%            .80%           .80%
12b-1 Fees (after fee waivers).....         None          .25%(2)       None             .25%(2)         None           .25%(2)
Other Expenses(3)
  (after fee waivers and/or expense
  reimbursements)..................         .88%          .88%           .41%(4)         .41%(4)         .34%(5)        .34%(5)
Total Operating Expenses
  (after fee waivers and/or expense
  reimbursements)..................        1.88%         2.13%(6)       1.21%(7)        1.46%(7)        1.14%(8)       1.39%(8)
</TABLE>

    
 
- ------------------
(1) 12b-1 fees for the Retail Shares of the Conestoga International Equity Fund
    have been reduced to reflect the voluntary waiver of fees by that Fund's
    distributor. The Conestoga International Equity Fund can pay up to 0.40% of
    the average daily net assets of its Retail Shares as a 12b-1 fee to the
    distributor.
   
(2) Under rules of the NASD, a 12b-1 fee may be treated as a sales charge for
    certain purposes. Because the 12b-1 fee is an annual fee charged against the
    assets of a Portfolio, long-term shareholders may indirectly pay more in
    total sales charges than the economic equivalent of the maximum front-end
    sales charge permitted by the rules of the NASD.
    
 
   
(3) Includes administration fees. Absent voluntary fee waivers, administration
    fees are payable at the maximum annual rate of .25% of the Class Y
    (Institutional) Shares and Class A (Individual) Shares of the CoreFunds
    International Growth Fund.
    
   
(4) Other Expenses, before fee waivers and/or expense reimbursements, would have
    been 0.50% and 0.50%, respectively, for the Class Y (Institutional) Shares
    and Class A (Individual) Shares of the CoreFunds International Growth Fund.
    
   
(5) Other Expenses, before fee waivers and/or expense reimbursements, would be
    0.43% and 0.43%, respectively, for the Class Y (Institutional) Shares and
    Class A (Individual) Shares of the Pro Forma Combined Portfolio.
    
 
   
(6) Absent the voluntary waivers and reimbursements by the investment adviser
    and administrator, which can be terminated at any time, the total operating
    expenses for the Retail Shares of the Conestoga International Equity Fund
    would have been 2.28%.
    
 
   
(7) Absent voluntary waivers, which can be terminated at any time, the total
    operating expenses of the Class Y (Institutional) Shares and Class A
    (Individual) Shares of the CoreFunds International Growth Fund would have
    been 1.30% and 1.55%, respectively.
    
 
   
(8) Absent voluntary waivers, which can be terminated at any time, the total
    operating expenses of the Class Y (Institutional) Shares and Class A
    (Individual) Shares of the Pro Forma Combined Portfolio would be 1.23% and
    1.48%, respectively.
    
 
                                       26
<PAGE>
     EXAMPLE: An investor would pay the following expenses on a $1,000
investment, assuming
(1) 5% annual return, and (2) redemption at the end of the following periods:
 
<TABLE>
<CAPTION>
                                                               1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                             -----------  -----------  -----------  -----------
<S>                                                          <C>          <C>          <C>          <C> 
Conestoga International Equity Fund
  Institutional Shares.....................................      $19          $59          N/A          N/A
  Retail Shares............................................      $41          $85          N/A          N/A
CoreFunds International Growth Fund                                                                  
  Class Y (Institutional) Shares...........................      $12          $38         $ 66         $147
  Class A (Individual) Shares..............................      $44          $77         $110         $201
Pro Forma Combined                                                                                   
  Class Y (Institutional) Shares...........................      $12          $36         $ 63         $139
  Class A (Individual) Shares..............................      $46          $75         $106         $194
</TABLE>

                                       27
<PAGE>
     EXPENSE RATIOS -- CONESTOGA PORTFOLIOS.  The following table sets forth (i)
the ratios of operating expenses to average net assets of the Conestoga
Portfolios for the fiscal year ended October 31, 1995 (a) after fee waivers and
expense reimbursements, and (b) absent fee waivers and expense reimbursements:
 
<TABLE>
<CAPTION>
                                                                               FISCAL YEAR ENDED OCTOBER 31, 1995
                                                                          --------------------------------------------
                                                                           RATIO OF OPERATING     RATIO OF OPERATING
                                                                           EXPENSES TO AVERAGE    EXPENSES TO AVERAGE
                                                                            NET ASSETS AFTER       NET ASSETS ABSENT
                                                                             FEE WAIVERS AND        FEE WAIVERS AND
                                                                                 EXPENSE                EXPENSE
                                                                             REIMBURSEMENTS         REIMBURSEMENTS
                                                                          ---------------------  ---------------------
<S>                                                                       <C>                    <C>   
CONESTOGA PORTFOLIOS
Conestoga Cash Management Fund
     Institutional Shares...............................................              .56%                   .79%
     Retail Shares......................................................              .74%                   .97%
Conestoga Tax-Free Fund
     Institutional Shares...............................................              .46%                   .83%
     Retail Shares......................................................              .48%                   .88%
Conestoga U.S. Treasury Securities Fund
     Institutional Shares...............................................              .62%                   .78%
     Retail Shares......................................................              .73%                   .79%
Conestoga Equity Fund
     Institutional Shares...............................................             1.05%                  1.10%
     Retail Shares......................................................             1.34%                  1.53%
Conestoga Special Equity Fund
     Institutional Shares...............................................              .32%                  1.97%
     Retail Shares......................................................              .27%                  2.24%
Conestoga Bond Fund
     Institutional Shares...............................................              .71%                  1.12%
     Retail Shares......................................................              .97%                  1.44%
Conestoga Intermediate Income Fund
     Institutional Shares...............................................              .64%                  1.15%
     Retail Shares......................................................              .93%                  1.51%
Conestoga Pennsylvania Tax-Free Bond Fund
     Institutional Shares...............................................              .51%                  1.65%
     Retail Shares......................................................              .51%                  1.62%
Conestoga Balanced Fund
     Institutional Shares...............................................              .82%                  1.07%
     Retail Shares......................................................             1.07%                  1.32%
Conestoga Short-Term Income Fund
     Institutional Shares...............................................              .63%                  1.08%
     Retail Shares......................................................              .88%                  1.33%
Conestoga International Equity Fund
     Institutional Shares...............................................             1.88%                  1.88%
     Retail Shares......................................................             2.13%                  2.26%
</TABLE>

 
                                       28
<PAGE>
     EXPENSE RATIOS -- COREFUNDS PORTFOLIOS.  The following tables set forth (i)
the ratios of operating expenses to average net assets of the CoreFunds
Portfolios for the fiscal year ended June 30, 1995 (a) after fee waivers and
expense reimbursements, and (b) absent fee waivers and expense reimbursements:
 
<TABLE>
<CAPTION>
                                                                                  FISCAL YEAR ENDED JUNE 30, 1995
                                                                          --------------------------------------------
                                                                           RATIO OF OPERATING     RATIO OF OPERATING
                                                                           EXPENSES TO AVERAGE    EXPENSES TO AVERAGE
                                                                            NET ASSETS AFTER       NET ASSETS ABSENT
                                                                             FEE WAIVERS AND        FEE WAIVERS AND
                                                                                 EXPENSE                EXPENSE
                                                                             REIMBURSEMENTS         REIMBURSEMENTS
                                                                          ---------------------  ---------------------
<S>                                                                       <C>                    <C> 
COREFUNDS PORTFOLIOS
CoreFunds Cash Reserve
     Class Y (Institutional) Shares.....................................              .48%                   .85%
     Class C (Individual) Shares........................................              .73%                  1.10%
CoreFunds Tax-Free Reserve
     Class Y (Institutional) Shares.....................................              .48%                   .85%
     Class C (Individual) Shares........................................              .73%                  1.10%
CoreFunds Treasury Reserve
     Class Y (Institutional) Shares.....................................              .48%                   .85%
     Class C (Individual) Shares........................................              .73%                  1.10%
CoreFunds Value Equity Fund
     Class Y (Institutional) Shares.....................................              .86%                  1.10%
     Class A (Individual) Shares........................................             1.11%                  1.35%
CoreFunds Special Equity Fund...........................................              --(1)                  --(1)
CoreFunds Bond Fund.....................................................              --(1)                  --(1)
CoreFunds Intermediate Bond Fund
     Class Y (Institutional) Shares.....................................              .60%                   .84%
     Class A (Individual) Shares........................................              .85%                  1.09%
CoreFunds Pennsylvania Municipal Bond Fund
     Class Y (Institutional) Shares.....................................              .39%                  1.14%
     Class A (Individual) Shares........................................              .64%                  1.39%
CoreFunds Balanced Fund
     Class Y (Institutional) Shares.....................................              .73%                  1.07%
     Class A (Individual) Shares........................................              .98%                  1.32%
CoreFunds Short-Term Income Fund........................................              --(1)                  --(1)
CoreFunds International Growth Fund
     Class Y (Institutional) Shares.....................................             1.05%                  1.19%
     Class A (Individual) Shares........................................             1.30%                  1.44%
</TABLE>

 
- ------------------
(1) The CoreFunds Special Equity, Bond and Short-Term Portfolios will not
    commence operations until the Reorganization is effective.
 
                                       29
<PAGE>

   
     VOTING INFORMATION.  This Combined Proxy Statement/Prospectus is being
furnished in connection with the solicitation of proxies by Conestoga's Board of
Trustees in connection with a Special Meeting of Shareholders to be held at The
Wilmington Hilton, 630 Naamans Road, Wilmington, Delaware, on Friday, March 22,
1996 at 10:00 a.m. Eastern time (such meeting and any adjournments thereof
hereinafter referred to as the 'Meeting'). Only Shareholders of record at the
close of business on January 26, 1996 will be entitled to notice of and to vote
at the Meeting. Each share or fraction thereof is entitled to one vote or
fraction thereof and all shares will vote separately by Portfolio. Shares
represented by a properly executed proxy will be voted in accordance with the
instructions thereon, or if no specification is made, the persons named as
proxies will vote in favor of each proposal set forth in the Notice of Meeting.
Proxies may be revoked at any time before they are exercised by submitting to
Conestoga a written notice of revocation or a subsequently executed proxy or by
attending the Meeting and voting in person. For additional information,
including a description of the Shareholder vote required for approval of the
Reorganization Agreement and related transactions contemplated thereby,
including the approval of the interim investment advisory and sub-advisory
agreements, see 'Information Relating to Voting Matters.'
    
 
   
     RISK FACTORS.  The following discussion highlights the principal risk
factors associated with an investment in the Reorganizing Portfolios and the
Existing CoreFunds Portfolios and is qualified in its entirety by the more
extensive discussion of risk factors in 'Comparison of Investment Policies and
Risk Factors.'
    
 
   
     Because of the similarities of the investment objectives and policies of
the Reorganizing Portfolios and the corresponding Existing CoreFunds Portfolios,
management believes that an investment in an Existing CoreFunds Portfolio
involves risks that are similar to those of the corresponding Reorganizing
Portfolio. These investment risks include those typically associated with
investing in a portfolio of high quality, short-term money market instruments in
the case of the money market portfolios; government or investment grade bonds in
the case of the taxable and tax-exempt bond portfolios; common stocks in the
case of the stock portfolios; and foreign securities in the case of the
international portfolios.
    
 
   
     There are differences, however, between the Reorganizing Portfolios and the
Existing CoreFunds Portfolios as noted above under 'Summary -- Overview of the
Conestoga Portfolios and the CoreFunds Portfolios' and below under 'Comparison
of Investment Policies and Risk Factors.' These differences can result in
different risks. For example, the Conestoga Tax-Free Fund may invest in
securities with lower credit ratings than CoreFunds Tax-Free Reserve. In
addition, unlike the Existing CoreFunds Portfolios, the Reorganizing Portfolios
may invest their assets in securities rated in the lowest investment grade
rating category. Debt securities with the lowest investment grade rating do not
have outstanding investment characteristics and may have speculative
characteristics as well.
    
 
   
     Although the money market portfolios offered by both Conestoga and
CoreFunds seek to maintain a stable net asset value of $1.00 per share, there is
no assurance they will be able to do so. The per share price of the other
portfolios will fluctuate with changes in value of the investments held by each
portfolio. Generally, the market value of debt securities will vary inversely to
changes in prevailing interest rates. Certain portfolios may seek to achieve
their investment objectives through investments in securities of foreign issuers
that involve risks not typically associated with U.S. issuers; debt instruments
with the lowest investment grade rating which are speculative; mortgage-backed
and asset-backed securities; illiquid instruments; and certain options, futures
and foreign currency transactions. Some of the Conestoga fixed-income and equity
portfolios may have higher portfolio turnover rates, resulting in higher
portfolio costs. Both the Reorganizing Portfolios and the Existing CoreFunds
Portfolios may engage in the use of reverse repurchase agreements that can cause
their net asset values
    
 
                                       28
<PAGE>

to rise or fall faster than they otherwise would. Reverse repurchase agreements
involve the risk that the market value of the securities sold by a portfolio may
decline below the price of the securities the portfolio is obligated to
purchase. The policy of CoreFunds Tax-Free Reserve, Conestoga Pennsylvania
Tax-Free Bond Fund and CoreFunds Pennsylvania Municipal Bond Fund to invest
primarily in municipal obligations of Pennsylvania and the non-diversified
status of Conestoga Pennsylvania Tax-Free Bond Fund and CoreFunds Pennsylvania
Municipal Bond Fund, present additional risks as stated in their current
prospectuses. There is no assurance that any portfolio will achieve its
investment objective.
 
              INFORMATION RELATING TO THE PROPOSED REORGANIZATION
 
   
     Conestoga has entered into an agreement whereby its investment portfolios
are to be acquired by portfolios of CoreFunds. Significant provisions of this
Reorganization Agreement are summarized below; however, this summary is
qualified in its entirety by reference to the Reorganization Agreement, a copy
of which is attached as Appendix I to this Combined Proxy Statement/Prospectus.
    
 
   
     DESCRIPTION OF THE REORGANIZATION AGREEMENT.  There are eleven separate
Conestoga investment portfolios. Initially the assets of eight of them will be
acquired by eight similar investment portfolios currently offered by CoreFunds.
Subsequently, three portfolios will be acquired by three new CoreFunds
portfolios which have been organized to continue the operations of these
Conestoga Portfolios.
    
 
   
     The Reorganization Agreement provides, first, that substantially all of the
assets and liabilities of the Reorganizing Portfolios will be transferred to the
Existing CoreFunds Portfolios identified in the table below. Not less than seven
calendar days thereafter, substantially all of the assets and liabilities of the
Continuing Portfolios will be transferred to the New CoreFunds Portfolios
identified in the table below. The holders of each class of shares of a
Conestoga Portfolio will receive the class of shares of the corresponding
CoreFunds Portfolio identified in the table. In the tables, (a) opposite the
name of each Conestoga Portfolio is the name of the CoreFunds Portfolio which
will issue shares to such Conestoga Portfolio, and (b) opposite the name of each
class of shares of the Conestoga Portfolio is the name of the class of shares of
the CoreFunds Portfolio to be distributed to the holders of such Conestoga
class. The number of each class of shares to be issued by the CoreFunds
Portfolios will have an aggregate net asset value equal to the aggregate net
asset value of the corresponding class or classes of shares of the particular
Conestoga Portfolio as of the regular close of the New York Stock Exchange,
currently 4:00 p.m. New York time, on the business day immediately preceding
each transaction. The three CoreFunds money market portfolios (Cash Reserve,
Tax-Free Reserve and Treasury Reserve) may have minute differences in
market-based net asset values per share from their Conestoga counterparts;
however, it is a condition of the Reorganization that the per-share amortized
cost values of these portfolios be identical with those of the Conestoga money
market portfolios.
    
 
   
<TABLE>
<CAPTION>                                                                  
REORGANIZING PORTFOLIOS                                    
AND CLASSES                                               EXISTING COREFUNDS PORTFOLIOS AND CLASSES
- --------------------------------------------------------  ------------------------------------------
<S>                                                       <C>    
Cash Management Fund                                      Cash Reserve
     Institutional Shares                                 Class Y Shares -- Institutional
     Retail Shares                                        Class C Shares -- Individual
Tax-Free Fund                                             Tax-Free Reserve
     Institutional Shares                                 Class Y Shares -- Institutional
     Retail Shares                                        Class C Shares -- Individual
U.S. Treasury Securities Fund                             Treasury Reserve
</TABLE>
    
 
                                       29
<PAGE>
   
<TABLE>
<CAPTION>                                                                  
REORGANIZING PORTFOLIOS                                    
AND CLASSES                                               EXISTING COREFUNDS PORTFOLIOS AND CLASSES
- --------------------------------------------------------  --------------------------------------------------------
<S>                                                        <C>   
     Institutional Shares                                 Class Y Shares -- Institutional
     Retail Shares                                        Class C Shares -- Individual
Equity Fund                                               Value Equity Fund
     Institutional Shares                                 Class Y Shares -- Institutional
     Retail Shares                                        Class A Shares -- Individual
Intermediate Income Fund                                  Intermediate Bond Fund
     Institutional Shares                                 Class Y Shares -- Institutional
     Retail Shares                                        Class A Shares -- Individual
Pennsylvania Tax-Free Bond Fund                           Pennsylvania Municipal Bond Fund
     Institutional Shares                                 Class Y Shares -- Institutional
     Retail Shares                                        Class A Shares -- Individual
</TABLE>
    
 
                                       30
<PAGE>
<TABLE>
<CAPTION>                                                                  
REORGANIZING PORTFOLIOS                                    
AND CLASSES                                               EXISTING COREFUNDS PORTFOLIOS AND CLASSES
- --------------------------------------------------------  --------------------------------------------------------
<S>                                                        <C>   
Balanced Fund                                             Balanced Fund
     Institutional Shares                                 Class Y Shares -- Institutional
     Retail Shares                                        Class A Shares -- Individual
International Equity Fund                                 International Growth Fund
     Institutional Shares                                 Class Y Shares -- Institutional
     Retail Shares                                        Class A Shares -- Individual
</TABLE>

 
<TABLE>
<CAPTION>
CONTINUING PORTFOLIOS AND CLASSES                         NEW COREFUNDS PORTFOLIOS AND CLASSES
- --------------------------------------------------------  --------------------------------------------------------
<S>                                                       <C>   
Special Equity Fund                                       Special Equity Fund
     Institutional Shares                                 Class Y Shares -- Institutional
     Retail Shares                                        Class A Shares -- Individual
Bond Fund                                                 Bond Fund
     Institutional Shares                                 Class Y Shares -- Institutional
     Retail Shares                                        Class A Shares -- Individual
Short-Term Income Fund                                    Short-Term Income Fund
     Institutional Shares                                 Class Y Shares -- Institutional
     Retail Shares                                        Class A Shares -- Individual
</TABLE>

 
     Conestoga expects to liquidate a limited number of holdings of certain of
the Conestoga Portfolios in light of the investment policies of CoreFunds and
the strategies of its investment adviser. Similarly, CoreFunds Value Equity Fund
expects to liquidate a limited number of holdings in light of its intention to
change its investment policies to resemble those of Conestoga Equity Portfolio.
The transaction costs that will result from such sales are expected to be
minimal.
   
     The Reorganization Agreement provides that Conestoga will declare a
dividend or dividends prior to the Reorganizing Portfolios Transactions which,
together with all previous dividends, will have the effect of distributing to
the Shareholders of each of the Reorganizing Portfolios all undistributed
ordinary income earned and net capital gains realized up to and including the
effective time of the Reorganization.
    
 
   
     Following the transfers of assets and liabilities from the Conestoga
Portfolios to the CoreFunds Portfolios, and the issuances of shares by the
CoreFunds Portfolios to the Conestoga Portfolios, each of the Conestoga
Portfolios will distribute the class of shares of the CoreFunds Portfolios pro
rata to the holders of classes of shares of the Conestoga Portfolios as
described above in liquidation of the Conestoga Portfolios. Each holder of a
class of shares of a Conestoga Portfolio will receive an amount of the
corresponding class of shares of the corresponding CoreFunds Portfolio of equal
value, plus the right to receive any declared and unpaid dividends or
distributions. Following the Reorganization, the registration of Conestoga as an
investment company under the 1940 Act will be terminated, and Conestoga will be
terminated under state law.
    
 
   
     The stock transfer books of Conestoga will be permanently closed after the
Reorganization.
    
 
   
     The Reorganization is subject to a number of conditions, including approval
of the Reorganization Agreement and the transactions contemplated thereby
described in this Combined Proxy Statement/Prospectus by the Shareholders of
Conestoga; the receipt of certain legal opinions described in the Reorganization
Agreement; the receipt of certain certificates from the parties concerning the
continuing accuracy of the representations and warranties in the Reorganization
Agreement and other matters; and the parties' performance in all material
respects of their agreements and undertakings in the Reorganization Agreement.
Assuming satisfaction of the conditions in the Reorganization Agreement, the
Reorganization Portfolios Transaction is expected to occur on or after April 8,
1996 and the Continuing Portfolios Transaction is expected to occur on or after
April 15, 1996.
    
 
   
     The expenses of CoreFunds and of Conestoga incurred in connection with the
Reorganization will be borne by CoreStates Financial Corp and/or Meridian
Bancorp., Inc., except that the CoreFunds shall bear any registration fees
payable under the Securities Act of 1933 and state 'blue sky' laws, and
Conestoga shall bear any custody termination fees it incurs.
    
 
                                       31
<PAGE>
   
     The Reorganization may be abandoned prior to its consummation by the mutual
consent of the parties to the Reorganization Agreement. The Reorganization
Agreement provides further that at any time prior to or (to the fullest extent
permitted by law) after approval of the Reorganization Agreement by the
Shareholders of Conestoga (a) the parties thereto may, by written agreement
approved by their respective Boards of Trustees or Directors, or authorized
officers and with or without the approval of their Shareholders, amend any of
the provisions of the Reorganization Agreement; and (b) either party may waive
any breach by the other party or the failure to satisfy any of the conditions to
its obligations with or without the approval of such party's shareholders.
    
 
     The Reorganization Agreement also provides that the Reorganization will be
contingent upon the consummation of the Holding Company Merger.
 
   
     In its consideration and approval of the Reorganization at a meeting on
December 21, 1995, the Board of Trustees of Conestoga considered, primarily, the
pending merger between Meridian Bancorp, Inc., the parent company of MIC, and
CoreStates Financial Corp. If this merger is completed, the currently existing
investment advisory contract between Conestoga and MIC would be terminated.
Given that fact, MIC and CoreStates Advisers have recommended that each of the
Conestoga Portfolios be reorganized as described in this Combined Proxy
Statement/Prospectus shortly after the proposed merger of the bank holding
companies. The Board of Trustees of Conestoga considered the effect of the
proposed merger of the bank holding companies on Conestoga; the recommendation
of MIC and CoreStates Advisers with respect to the proposed consolidation of
Conestoga and CoreFunds; the fact that the Reorganization would constitute a
tax-free reorganization; and that the interests of Shareholders would not be
diluted as a result of the Reorganization.
    
 
   
     Section 15(f) of the 1940 Act provides that when a change in the control of
an investment adviser occurs, the investment adviser or any of its affiliated
persons may receive any amount or benefit in connection therewith under certain
conditions. One condition is that for three years thereafter, at least 75% of
the board of directors of a surviviving investment company are not 'interested
persons' of the company's investment adviser or of the investment adviser of the
terminating investment company. Another condition is that no 'unfair burden' is
imposed on the investment company as a result of the transaction relating to the
change of control, or any express or implied terms, conditions or understandings
applicable thereto. The term 'unfair burden' as defined in the 1940 Act includes
any arrangement during the two-year period after the transaction whereby the
investment adviser (or predecessor or successor adviser), or any 'interested
person' of any such adviser, receives or is entitled to receive any
compensation, directly or indirectly, from the investment company or its
security holders (other than fees for bona fide investment advisory or other
services) or from any person in connection with the purchase or sale of
securities or other property to, from or on behalf of the investment company
(other than fees for bona fide principal underwriting services). CoreFunds
intends to comply with the conditions set forth in Section 15(f)
    
 
     After consideration of all of the foregoing factors, together with certain
other factors and information considered to be relevant, Conestoga's Trustees
unanimously approved the Reorganization Agreement and directed that it be
submitted to shareholders for approval. CONESTOGA'S BOARD OF TRUSTEES RECOMMENDS
THAT SHAREHOLDERS VOTE 'FOR' APPROVAL OF THE REORGANIZATION AGREEMENT.
 
     The Board of Trustees of Conestoga has not determined what action it will
take in the event the shareholders of any Conestoga Portfolio fail to approve
the Reorganization Agreement or for any reason the Reorganization is not
consummated. In either such event, the Trustees may choose to consider approval
of a new investment advisory agreement with CoreStates Advisers, alternative
dispositions of Conestoga's assets, including the sales of assets to, or merger
with, another investment company, or the possible liquidation of any of its
Portfolios.
 
                                       32
<PAGE>
   
     At a meeting held on December 7, 1995, the CoreFunds Board of Directors
considered the proposed Reorganization. Based upon their evaluation of the
relevant information provided to them, and in light of their fiduciary duties
under federal and state law, the Board of Directors unanimously determined that
the proposed Reorganization was in the best interests of CoreFunds and their
respective shareholders and that the interests of existing shareholders of
CoreFunds would not be diluted as a result of effecting the transaction.
    
 
   
     CAPITALIZATION.  Because the Reorganizing Portfolios will be combined in
the Reorganization with the Existing CoreFunds Portfolios, the total
capitalization of each of the Existing CoreFunds Portfolios after the
Reorganization is expected to be greater than the current capitalization of the
corresponding Reorganizing Portfolios. The following table sets forth as of
October 31, 1995, (i) the capitalization of each of the Reorganizing Portfolios
and (ii) the pro forma capitalization of each of the Existing CoreFunds
Portfolios as adjusted to give effect to the Reorganization. If consummated, the
capitalization of each Portfolio is likely to be different at the time of the
Reorganizing Portfolios Transaction as a result of daily share purchase and
redemption activity in the Portfolios.
    
 
   
<TABLE>
<CAPTION>
                                                              CONESTOGA CASH     COREFUNDS CASH      PRO FORMA
                                                              MANAGEMENT FUND       RESERVE           COMBINED
                                                             -----------------  ----------------  ----------------
<S>                                                          <C>                 <C>              <C>   
Total Net Assets...........................................   $   237,878,356   $    589,145,282  $    827,023,638
  Retail/Individual Shares.................................        $3,358,438        $19,112,811       $22,471,249
  Institutional Shares.....................................      $234,519,918       $570,032,471      $804,552,389
Shares Outstanding.........................................       238,013,959        589,151,299       827,165,258
  Retail/Individual Shares.................................         3,361,129         19,113,426        22,474,555
  Institutional Shares.....................................       234,652,830        570,037,873       804,690,703
                                                             -----------------  ----------------  ----------------
Net Asset Value Per Share
  Retail/Individual Shares.................................             $1.00              $1.00             $1.00
  Institutional Shares.....................................             $1.00              $1.00             $1.00
</TABLE>

    
 
   
<TABLE>
<CAPTION>
                                                                 CONESTOGA        COREFUNDS         PRO FORMA
                                                               TAX-FREE FUND   TAX-FREE RESERVE      COMBINED
                                                               --------------  ----------------  ----------------
<S>                                                            <C>             <C>               <C>
Total Net Assets.............................................  $   61,791,142   $   69,441,351   $    131,232,493
  Retail/Individual Shares...................................      $1,282,263       $1,494,128         $2,776,391
  Institutional Shares.......................................     $60,508,879      $67,947,223       $128,456,102
Shares Outstanding...........................................      61,773,578       69,490,610        131,264,188
  Retail/Individual Shares...................................       1,281,648        1,495,186          2,776,834
  Institutional Shares.......................................      60,491,930       67,995,424        128,487,354
                                                               --------------  ----------------  ----------------
Net Asset Value Per Share
  Retail/Individual Shares...................................           $1.00            $1.00              $1.00
  Institutional Shares.......................................           $1.00            $1.00              $1.00
</TABLE>
    
 
<TABLE>
<CAPTION>
                                                                 CONESTOGA
                                                               U.S. TREASURY       COREFUNDS         PRO FORMA
                                                              SECURITIES FUND   TREASURY RESERVE      COMBINED
                                                              ----------------  ----------------  ----------------
<S>                                                            <C>              <C>               <C>
Total Net Assets............................................  $    445,258,938   $  490,560,703   $    935,819,641
  Retail/Individual Shares..................................          $730,223      $16,316,781        $17,047,004
  Institutional Shares......................................      $444,528,715     $474,243,922       $918,772,637
Shares Outstanding..........................................       445,152,418      490,544,813        935,697,231
  Retail/Individual Shares..................................           729,855       16,316,145         17,046,000
  Institutional Shares......................................       444,422,563      474,228,668        918,651,231
                                                              ----------------  ----------------  ----------------
Net Asset Value Per Share
  Retail/Individual Shares..................................             $1.00            $1.00              $1.00
  Institutional Shares......................................             $1.00            $1.00              $1.00 
</TABLE>

                                       33
<PAGE>
 
   
<TABLE>
<CAPTION>
                                                                CONESTOGA          COREFUNDS         PRO FORMA
                                                               EQUITY FUND     VALUE EQUITY FUND      COMBINED
                                                             ----------------  -----------------  ----------------
<S>                                                          <C>               <C>                <C>
Total Net Assets...........................................  $    384,942,920   $    33,132,707   $    418,075,627
  Retail/Individual Shares.................................        $6,590,598        $3,444,452        $10,035,050
  Institutional Shares.....................................  $    878,352,322   $    29,688,255   $    408,040,577
Shares Outstanding.........................................        22,545,761         2,377,850         24,486,293
  Retail/Individual Shares.................................           385,954           246,805            587,667
  Institutional Shares.....................................        22,159,807         2,131,045         23,898,626
                                                             ----------------  -----------------  ----------------
Net Asset Value Per Share
  Retail/Individual Shares.................................            $17.08            $13.96             $17.08
  Institutional Shares                                                 $17.07            $13.93             $17.07
</TABLE>

    
 
   
<TABLE>
<CAPTION>
                                                                CONESTOGA          COREFUNDS
                                                              INTERMEDIATE        INTERMEDIATE      PRO FORMA
                                                               INCOME FUND         BOND FUND         COMBINED
                                                          ---------------------  --------------  ----------------
<S>                                                       <C>                    <C>               <C>
Total Net Assets........................................    $     139,472,996    $   57,389,991  $    196,862,987
  Retail/Individual Shares..............................           $1,229,481        $2,025,303        $3,254,784
  Institutional Shares..................................    $     138,243,515    $   55,364,688  $    193,608,203
Shares Outstanding......................................           13,024,666         5,807,248        19,920,374
  Retail/Individual Shares..............................              114,721           204,958           329,380
  Institutional Shares..................................           12,909,945         5,602,290        19,590,994
                                                          ---------------------  --------------  ----------------
Net Asset Value Per Share
  Retail/Individual Shares..............................               $10.72             $9.88             $9.88
  Institutional Shares..................................               $10.71             $9.88             $9.88
</TABLE>

    
 
   
<TABLE>
<CAPTION>
                                                              CONESTOGA            COREFUNDS
                                                            PENNSYLVANIA          PENNSYLVANIA        PRO FORMA
                                                         TAX-FREE BOND FUND   MUNICIPAL BOND FUND     COMBINED
                                                         -------------------  --------------------  -------------
<S>                                                      <C>             <C>               <C>
Total Net Assets.......................................     $   6,796,328        $    3,095,793     $   9,892,121
  Retail/Individual Shares.............................          $819,697              $306,516     $   1,126,213
  Institutional Shares.................................     $   5,976,630        $    2,789,277     $   8,765,907
Shares Outstanding.....................................           664,126               297,107           949,346
  Retail/Individual Shares.............................            80,106                29,416           108,082
  Institutional Shares.................................           584,020               267,691           841,264
                                                         -------------------  --------------------  -------------
Net Asset Value Per Share
  Retail/Individual Shares.............................            $10.23                $10.42            $10.42
  Institutional Shares.................................            $10.23                $10.42            $10.42
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                                   CONESTOGA       COREFUNDS        PRO FORMA
                                                                 BALANCED FUND   BALANCED FUND       COMBINED
                                                                 --------------  --------------  ----------------
<S>                                                            <C>               <C>             <C>
Total Net Assets...............................................  $   38,563,960  $   67,973,567  $    106,537,527
  Retail/Individual Shares.....................................         $69,340      $2,539,380        $2,608,720
  Institutional Shares.........................................  $   38,494,620  $   65,434,187  $    103,928,807
Shares Outstanding.............................................       3,713,929       5,785,948         9,067,987
  Retail/Individual Shares.....................................           6,675         216,129           222,030
  Institutional Shares.........................................       3,707,254       5,569,819         8,845,957
                                                                 --------------  --------------  ----------------
Net Asset Value Per Share
  Retail/Individual Shares.....................................          $10.39          $11.75            $11.75
  Institutional Shares.........................................          $10.38          $11.75            $11.75
</TABLE>

    
 
                                       34
<PAGE>
 
   
<TABLE>
<CAPTION>
                                                                 CONESTOGA        COREFUNDS
                                                               INTERNATIONAL    INTERNATIONAL       PRO FORMA
                                                                EQUITY FUND      GROWTH FUND         COMBINED
                                                               --------------  ----------------  ----------------
<S>                                                            <C>             <C>               <C>
Total Net Assets.............................................  $   13,381,000  $    112,404,878  $    125,785,878
  Retail/Individual Shares...................................          $9,000        $1,932,923        $1,941,923
  Institutional Shares.......................................  $   13,372,000  $    110,471,955  $    123,843,955
Shares Outstanding...........................................       1,215,740         8,832,512         9,883,640
  Retail/Individual Shares...................................             758           152,205           152,898
  Institutional Shares.......................................       1,214,982         8,680,307         9,730,742
                                                               --------------  ----------------  ----------------
Net Asset Value Per Share
  Retail/Individual Shares...................................          $10.99            $12.70            $12.70
  Institutional Shares.......................................          $11.01            $12.73            $12.73
</TABLE>

    
 
   
     FEDERAL INCOME TAX CONSEQUENCES.  Consummation of the Reorganization is
subject to the condition that Conestoga and CoreFunds receive an opinion from
Morgan, Lewis & Bockius LLP to the effect that for federal income tax purposes:
(i) the transfer of all of the assets and liabilities of each of the
Reorganizing Portfolios (except in each case for a cash reserve in an amount
necessary for the discharge of all known and reasonably anticipated liabilities
of each of the Reorganizing Portfolios) and each of the Continuing Funds to the
corresponding CoreFunds Portfolio in exchange for shares of the corresponding
CoreFunds Portfolio and liquidating distributions to Shareholders of the
Conestoga Portfolios of the shares of the CoreFunds Portfolio so received, as
described in the Reorganization Agreement, will constitute reorganizations
within the meaning of Section 368(a)(1)(C), Section 368(a)(1)(D) or Section
368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, and with respect
to the Reorganization, each Conestoga Portfolio and CoreFunds Portfolio will be
considered 'a party to a reorganization' within the meaning of Section 368(b) of
the Code; (ii) no gain or loss will be recognized by the Conestoga Portfolios as
a result of such transactions; (iii) no gain or loss will be recognized by the
CoreFunds Portfolios as a result of such transactions; (iv) no gain or loss will
be recognized by the Shareholders of any Conestoga Portfolio on the distribution
to them by Conestoga of shares of any Class of the corresponding CoreFunds
Portfolio in exchange for their shares of any class of the Conestoga Portfolio;
(v) the aggregate basis of the CoreFunds Portfolio shares received by a
shareholder of a Conestoga Portfolio will be the same as the aggregate basis of
the Shareholder's Conestoga Portfolio shares immediately prior to the
Reorganization; (vi) the basis of each CoreFunds Portfolio in the assets of the
corresponding Conestoga Portfolio received pursuant to the Reorganization will
be the same as the basis of the assets in the hands of the Conestoga Portfolio
immediately before the Reorganization; (vii) a shareholder's holding period for
CoreFunds Portfolio shares will be determined by including the period for which
the shareholder held the Conestoga Portfolio shares exchanged therefor, provided
that the shareholder held such Conestoga Portfolio shares as a capital asset;
and (viii) each CoreFunds Portfolio's holding period with respect to the assets
received in the Reorganization will include the period for which such assets
were held by the corresponding Conestoga Portfolio.
    
 
     CoreFunds and Conestoga have not sought a tax ruling from the Internal
Revenue Service ('IRS'), but are acting in reliance upon the opinion of counsel
discussed in the previous paragraph. That opinion is not binding on the IRS and
does not preclude the IRS from adopting a contrary position. Shareholders should
consult their own advisers concerning the potential tax consequences to them,
including state and local income taxes.
               COMPARISON OF INVESTMENT POLICIES AND RISK FACTORS
 
   
     The investment objectives and policies of the Reorganizing Portfolios are,
in many respects, similar to those of the corresponding Existing CoreFunds
Portfolios. There are, however, certain differences. The following discussion
summarizes some of the more significant similarities and differences in the
investment policies and risk factors of the Reorganizing Portfolios and
corresponding Existing CoreFunds Portfolios and is qualified in its entirety by
the discussion elsewhere herein, and in the prospectuses and statements of
additional information of the Reorganizing Portfolios and the
    
 
                                       35
<PAGE>
Existing CoreFunds Portfolios incorporated herein by reference.
 
CONESTOGA CASH MANAGEMENT FUND AND COREFUNDS CASH RESERVE
 
     Each Fund is a money market fund that seeks to maintain a net asset value
of $1.00 per share, although there is no assurance either will be able to do so.
Both the Conestoga Cash Management Fund and CoreFunds Cash Reserve may invest in
a broad range of U.S. dollar-denominated, high quality, short-term instruments,
including government obligations, commercial paper, asset-backed securities,
bank obligations and repurchase agreements.
 
     Both Funds may invest their assets in securities that are rated in the
highest two rating categories by a nationally recognized statistical rating
organization (a 'Rating Agency'), provided that investments in securities that
are not 'First Tier Securities' (as defined below) may not exceed 5% of their
assets, and investments in securities of any single issuer that is not 'First
Tier' may not exceed the greater of 1% of a Fund's total assets or $1 million.
'First Tier Securities' are securities that (i) are rated in the highest rating
category by a Rating Agency; (ii) are rated in the highest rating category by at
least two Rating Agencies, if rated by more than one Rating Agency; (iii) have
no short-term rating, but have been issued by an issuer that has other
outstanding short-term obligations that have been so rated and are of comparable
quality; and (iv) are unrated but have been determined to be of comparable
quality. Commercial paper purchased by either Fund must be rated in the highest
rating category.
 
     Both Funds may invest in 'stripped' U.S. Treasury obligations ('STRIPS'),
may purchase receipts in U.S. Treasury obligations (e.g., 'TIGRs' and 'CATS')
and zero coupon securities. These securities may exhibit greater price
volatility than ordinary debt securities because of the manner in which their
principal and interest are returned to investors. Conestoga Cash Management Fund
may not purchase zero coupon securities if, immediately after such purchase,
more than 5% of its net assets would be invested in such obligations. CoreFunds
Cash Reserve has no explicit limit on its investment in such securities.
 
     Both Funds may invest in U.S. dollar denominated bank obligations of
foreign and domestic banks such as certificates of deposit, time deposits,
bankers' acceptances, Eurodollar Certificates of Deposit, Eurodollar Time
Deposits, Canadian Time Deposits and Yankee Certificates of Deposit.
 
     The Conestoga Cash Management Fund will not invest in excess of 10% of its
total assets in time deposits, including Eurodollar Time Deposits and Canadian
Time Deposits but not including certificates of deposit, with maturities in
excess of seven days which are subject to penalties upon early withdrawal.
CoreFunds Cash Reserve is not bound by this restriction.
 
CONESTOGA U.S. TREASURY SECURITIES FUND AND COREFUNDS TREASURY RESERVE.
 
     Each Fund is a money market fund that seeks to maintain a net asset value
of $1.00 per share, although there is no assurance either will be able to do so.
Both Funds invest exclusively in short-term obligations issued by the U.S.
Treasury, including STRIPS, some of which may be subject to repurchase
agreements collateralized by the underlying U.S. Treasury obligations.
 
CONESTOGA TAX-FREE FUND AND COREFUNDS TAX-FREE RESERVE
 
     Each Fund is a money market fund that seeks to maintain a net asset value
of $1.00 per share, although there is no assurance they will be able to do so.
Both Funds invest at least 80% of their assets in municipal securities, the
interest on which is both exempt from regular Federal income tax and is not an
item of tax preference for purposes of the Federal alternative minimum tax.
 
     Conestoga Tax-Free Fund may invest in securities rated in the two highest
rating categories by a Rating Agency, or, if unrated, are determined to be of
comparable quality. CoreFunds Tax-Free Reserve's investments in securities that
are not 'First Tier Securities' may not exceed 5% of its assets, and investment
in securities of any single issuer that is not 'First Tier' may not exceed the
greater of 1% of the Fund's total assets of $1 million.
 
                                       36
<PAGE>
     Both Funds invest in the same types of municipal securities. Both are
permitted to invest up to 20% of their total assets in taxable obligations for
temporary defensive purpose or when sufficient tax-exempt securities are not
available. Conestoga Tax-Free Fund's investment policies permit that Fund to
invest up to 100% of its assets in taxable obligations for temporary defensive
purposes. Taxable obligations eligible for purchase by the Funds include, but
are not limited to obligations of the U.S. Government, its agencies and
instrumentalities, debt securities (including taxable commercial paper) of
issuers having the highest short-term rating assigned by a Rating Agency, bank
obligations, repurchase agreements and reverse repurchase agreements.
 
     Both Funds may enter into when-issued transactions. These transactions are
arrangements in which a fund purchases securities with payment and delivery
scheduled for a future time. The seller's failure to complete these transactions
may cause a fund to miss a price or a yield considered to be advantageous.
Settlement dates may be a month or more after entering into these transactions,
and the market values of the securities purchases may vary from the purchase
prices. Accordingly, a fund may pay more or less than the market value of the
securities on the settlement date. Commitments to purchase when-issued
securities will not exceed 25% of either Fund's total assets and will not be
purchased for speculative purposes.
 
     CoreStates Advisers intends to invest, when possible, the CoreFunds
Tax-Free Reserve's assets in municipal securities, the interest on which is
exempt from Pennsylvania personal income tax ('Pennsylvania Municipal
Securities'), provided the investment is consistent with the Fund's investment
objective, policies and status as a diversified investment company. To the
extent that the Fund's assets are so concentrated in Pennsylvania Municipal
Securities, it would be subject to the peculiar risks presented by the laws and
economic conditions of Pennsylvania to a greater extent than it would be if its
assets were not so concentrated.
 
     CoreFunds Tax-Free Reserve may, unlike Conestoga Tax-Free Fund, invest in
municipal lease obligations. Municipal lease obligations are issued by a state
or local government or authority to acquire land and a wide variety of equipment
and facilities. These obligations typically are not fully backed by the
municipality's credit, and their interest may become taxable if the lease is
assigned. If funds are not appropriated for the following year's lease payments,
the lease may terminate, with the possibility of default on the lease obligation
and significant loss to a Fund. Certificates of participation in municipal lease
obligations or installment sales contracts entitle the holder to a proportionate
interest in the lease-purchase payments made.
 
CONESTOGA EQUITY FUND AND COREFUNDS VALUE EQUITY FUND.
 
     It is expected that the CoreFunds Value Equity Fund will change its name to
'CoreFunds Equity Fund' and adopt investment policies that are substantially
identical to Conestoga Equity Fund at the time of the Reorganization.
 
     The investment policies of both Funds are similar. The principal difference
between the policies is that under normal market condition, 80% of the Conestoga
Equity Fund's assets will be invested in common stock whereas CoreFunds Value
Equity Fund is only required to hold 75% of its assets in equity securities
which may include common stock. CoreFunds Value Equity Fund has a broader range
of eligible investments which include common stocks, preferred stocks and
convertible securities. Both Funds may invest portions of their assets in
short-term and fixed income vehicles. There are differences in the quality of
the debt investments each Fund may make. Conestoga Equity Fund may invest in
fixed income securities rated in the four highest rating categories by a Rating
Agency whereas CoreFunds Value Equity Fund is limited to fixed income securities
rated in the highest rating category. Similarly, short-term debt securities
invested in by Conestoga Equity Fund may be rated in the two highest rating
categories by a Rating Agency whereas CoreFunds Value Equity is limited to
short-term debt securities rated in the highest rating category.
 
     Conestoga Equity Fund may also purchase put and call options on securities
for the purposes of hedging against market risks related to its portfolio
securities. Such put and call options must be listed on a national securities
exchange and may not exceed 5% of the Fund's net assets. Purchasing options
 
                                       37
<PAGE>
is a specialized investment technique that entails a substantial risk of a
complete loss of the amounts paid as premiums to writers of options. Conestoga
Equity Fund may also engage in writing call options. Conestoga Equity Fund will
write only covered call options (options on securities owned by the Fund).
Conestoga Equity Fund will forego any capital appreciation above the exercise
price on securities on which it has written a call option. In order to close out
a call option it has written, Conestoga Equity Fund will enter into a 'closing
purchase transaction' -- the purchase of a call option on the same security with
the same exercise price and expiration date as the call option which the Fund
previously wrote on a particular security. When a portfolio security subject to
a call option is sold, Conestoga Equity Fund will effect a closing purchase
transaction to close out any existing call option on that security. If Conestoga
Equity Fund is unable to effect a closing purchase transaction, it will not be
able to sell the underlying security until the option expires or the Fund
delivers the underlying security upon exercise. Under normal conditions, it is
not expected that the underlying value of portfolio securities subject to such
options would exceed 50% of the net assets of Conestoga Equity Fund. CoreFunds
Value Equity Fund, as a matter of fundamental policy, is not permitted to engage
in options transactions.
 
     Conestoga Equity Fund may invest in the securities of foreign issuers by
acquiring both sponsored and unsponsored American Depositary Receipts ('ADRs').
ADRs are receipts issued by a bank or trust company in the United States
evidencing ownership of underlying securities of a foreign issuer. Unsponsored
ADRs are organized independently and without the cooperation of the issuer of
the underlying securities. As a result, 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. Conestoga Equity Fund may also invest in securities issued by
foreign branches of U.S. banks and foreign banks, in Canadian commercial paper,
and in Europaper (U.S. dollar-denominated commercial paper of a foreign issuer).
By contrast, CoreFunds Value Equity Fund is not expressly permitted to invest in
securities of foreign issuers and may only invest in short-term debt obligations
of domestic branches of U.S. banks.
 
     For many foreign securities, U.S. dollar-denominated ADRs, which are traded
in the United States on exchanges or over-the-counter, are issued by domestic
banks. ADRs represent the right to receive securities of foreign issuers
deposited in a domestic bank or a correspondent bank. ADRs do not eliminate the
risk inherent in investing in the securities of foreign issuers. However, by
investing in ADRs rather than directly in stock of foreign issuers, the
Conestoga Equity Fund can avoid currency risks during the settlement period for
either purchases or sales. In general, there is a large, liquid market in the
United States for many ADRs. The information available for ADRs is subject to
the accounting, auditing and financial reporting standards of the domestic
market or exchange on which they are traded, which standards are more uniform
and more exacting than those to which many foreign issuers may be subject.
Conestoga Equity Fund may also invest in European Depositary Receipts, or EDRs,
which are receipts evidencing an arrangement with a European bank similar to
that for ADRs and are designed for use in the European securities markets. EDRs
are not necessarily denominated in the currency of the underlying security.
 
     Certain ADRs and EDRs, typically those denominated as unsponsored, require
the holders thereof to bear most of the costs of such facilities while issuers
of sponsored facilities normally pay more of the costs thereof. The depositary
of an unsponsored facility frequently is under no obligation to distribute
shareholder communications received from the issuer of the deposited securities
or to pass through the voting rights to facility holders in respect to the
deposited securities, whereas the depositary of a sponsored facility typically
distributes shareholder communications and passes through the voting rights.
 
     Investment in securities of foreign issuers involves certain risks not
ordinarily associated with investments in securities of domestic issuers. Such
risks include fluctuations in foreign exchange rates, difficulties in predicting
international trade patterns, political, social and economic instability in the
country of the issuer, foreign trading practices (including higher trading
commissions, custodial charges and delayed settlements), foreign withholding and
income taxation, the possible establishment of exchange controls or the adoption
of other foreign governmental restrictions (which might adversely
 
                                       38
<PAGE>
affect the payment of principal and interest), difficulty in obtaining and
enforcing judgments against foreign issuers, and the possible imposition of
exchange controls or other foreign governmental laws or restrictions. With
respect to certain countries, there is also the possibility of expropriation of
assets, nationalization of assets, limits on removal of currency or other
assets, confiscatory taxation, political or social instability or diplomatic
developments which could adversely affect investments in those countries.
 
     Foreign companies generally are not subject to uniform accounting, auditing
and financial reporting standards comparable to those applicable to U.S.
domestic companies. There is generally less government regulation of securities
exchanges, brokers and listed companies abroad than in the U.S. Confiscatory
taxation or diplomatic developments could also affect investment in those
countries. In addition, foreign branches of U.S. banks, foreign banks and
foreign issuers may be subject to less stringent reserve requirements and to
different accounting, auditing, reporting, and recordkeeping standards than
those applicable to domestic branches of U.S. banks and U.S. domestic issuers.
 
CONESTOGA INTERMEDIATE INCOME FUND AND COREFUNDS INTERMEDIATE BOND FUND
 
   
     It is expected that the CoreFunds Intermediate Bond Fund will change its
name to 'CoreFunds Short Intermediate Bond Fund' prior to the Reorganization.
    
 
     The investment policies of these Funds are similar. The principle
difference is that Conestoga Intermediate Income Fund will normally invest 80%
of its total assets in debt securities of all types whereas CoreFunds
Intermediate Bond Fund intends, under normal market conditions, to invest 65% of
its total assets in bonds and 35% or less in other debt securities. Both Funds
are permitted to have an average weighted maturity of three to ten years,
however, CoreFunds Intermediate Bond Fund currently maintains a maximum average
maturity of no more than five years pursuant to a non-fundamental investment
policy which can be changed without shareholder approval. CoreFunds expects to
present to the shareholders of the Intermediate Bond Fund a change in
fundamental policy requiring the Fund to have an average weighted maturity
between one and five years. The types of debt securities eligible for investment
by both Funds are the same, with the exception that debt securities in Conestoga
Intermediate Bond Fund may be rated in the four highest rating categories by a
Rating Agency whereas CoreFunds Intermediate Bond Fund is limited to investments
in the three highest rating categories.
 
CONESTOGA PENNSYLVANIA TAX-FREE BOND FUND AND COREFUNDS PENNSYLVANIA MUNICIPAL
BOND FUND
 
     The Funds have similar, but not identical, investment policies. Since both
invest primarily in Pennsylvania Municipal Securities, the Funds are subject to
the risk that the value of their shares may be especially affected by factors
pertaining to the economy of Pennsylvania and the ability of issuers of
Pennsylvania Municipal Securities to meet their obligations. Both Funds are
classified as non-diversified investment companies under the 1940 Act, which
means that since a relative high percentage of assets of each Fund may be
invested in the obligations of a limited number of issuers, the value of the
shares of a Fund may be more susceptible to any single economic, political or
regulatory occurrence then shares of a diversified investment company.
 
     Both Funds invest 80% of their total assets in municipal securities, the
interest on which is exempt from federal income tax. Conestoga Pennsylvania
Tax-Free Bond Fund normally invests at least 80% of its total assets in
Pennsylvania Municipal Securities whereas the policies of CoreFunds Pennsylvania
Municipal Bond Fund state that it is only required to invest 65% of its total
assets in Pennsylvania Municipal Securities.
 
     Conestoga Pennsylvania Tax-Free Bond Fund may invest in debt obligations
rated in one of the four highest rating categories by a Rating Agency, whereas
CoreFunds Pennsylvania Municipal Bond Fund may only purchase securities rated in
one of the three highest rating categories. CoreStates Advisers, however, does
have the discretion to permit it to invest 20% of the Fund's assets in municipal
securities rated in the fourth highest category. Both Funds may invest in
municipal notes.
 
                                       39
<PAGE>
CoreFunds Pennsylvania Municipal Bond Fund may invest in municipal notes rated
in one of the two highest rating categories by a Rating Agency whereas Conestoga
Pennsylvania Tax-Free Bond Fund is limited to municipal notes in the highest
rating category. Both Funds may invest in when-issued securities and municipal
leases. See 'Comparison of Investment Policies and Risk Factors -- Conestoga
Tax-Free Fund and CoreFunds Tax-Free Reserve' for a discussion of when-issued
securities and municipal leases.
 
CONESTOGA BALANCED FUND AND COREFUNDS BALANCED FUND
 
     The investment policies of these Funds are similar. The principal
difference is that Conestoga Balanced Fund invests at least 30% of its total
assets in fixed income securities and no more than 80% in equity securities,
whereas CoreFunds Balanced Fund is required to invest only 25% of its total
assets in fixed income securities with the remainder in common stocks. Fixed
income securities acquired by Conestoga Balanced Fund are rated in one of the
four highest rating categories by a Rating Agency whereas fixed income
securities acquired by CoreFunds Balanced Fund must be rated in one of the three
highest rating categories. The equity and fixed income securities eligible for
purchase by both Funds are substantially the same. Both Funds may invest in
securities of foreign issuers using ADRs. See 'Comparison of Investment Policies
and Risk Factors -- Conestoga Equity Fund and CoreFunds Value Equity Fund' for a
description of ADRs and the risk factors of investment in foreign issuers.
 
CONESTOGA INTERNATIONAL EQUITY FUND AND COREFUNDS INTERNATIONAL GROWTH FUND
 
     The investment policies of both Funds are similar. Conestoga International
Equity Fund invests at least 65% of its assets in an internationally diversified
portfolio of equity securities and may invest up to 35% of its assets in U.S.
companies. CoreFunds International Growth Fund has the same 65% diversification
requirement but has no express statement as to permissible investments in U.S.
companies. Both Funds intend to invest at least 65% of their total assets in
securities traded in at least three foreign countries.
 
   
     Both Funds invest directly in the securities of foreign issuers. Direct
investments in foreign securities generally involve higher costs than
investments in U.S. securities, including higher transaction costs as well as
the imposition of additional taxes by foreign governments. In addition, foreign
investments may include additional risks associated with currency exchange
rates, less complete financial information about the issuers, less market
liquidity and political instability. See 'Comparison Investment Policies and
Risk Factors -- Conestoga Equity Fund and CoreFunds Value Equity Fund' for a
discussion of ADRs and the risk factors of investment in foreign issuers. In
furtherance of their investment objectives, each Fund may engage in foreign
currency transactions including forward currency contracts, futures, contracts
or options transactions. The principal difference is that Conestoga
International Equity Fund may only purchase puts and calls up to 5% of its net
assets and write covered calls up to 50% of its net assets whereas CoreFunds
International Growth Fund may purchase, write or sell options on securities
(including puts and calls) only to the extent obligations under such
transactions represent not more than 20% of its total assets.
    
 
INVESTMENT POLICIES AND RISKS -- GENERAL
 
     The investment objective of each of the Conestoga Cash Management Fund,
Tax-Free Fund, U.S. Treasury Securities Fund, Equity Fund, Special Equity Fund,
Bond Fund, Intermediate Income Fund, Pennsylvania Tax-Free Bond Fund and of each
of the Existing CoreFunds Portfolios is fundamental, meaning that it may not be
changed without a vote of the holders of a majority of the Fund's outstanding
shares, as defined by the 1940 Act. The investment objective of each of the
Conestoga International Equity Fund, Short-Term Income Fund and Balanced Fund is
not fundamental and may be changed by Conestoga's Board of Trustees. The
investment policies of the Conestoga Portfolios and CoreFunds are not
fundamental and may be changed by the respective Board of Trustees and
Directors.
 
   
     This section describes certain policies and risks that are common to a
number of Reorganizing Portfolios and Existing CoreFunds Portfolios.
    
 
                                       40
<PAGE>
   
     Each Reorganizing Portfolio and each Existing CoreFunds Portfolio is
permitted to (i) enter into repurchase agreements and reverse repurchase
agreements; and (ii) purchase obligations of the U.S. Government, its agencies
and instrumentalities. Each Reorganizing Portfolio may invest in bank
obligations of issuers having capital, surplus and undivided profits in excess
of $100 million (as of the date of its most recently published financial
statements) whereas each Existing CoreFund Portfolio may only invest in bank
obligations of domestic branches of U.S. banks having total assets at the time
of purchase of $1 billion.
    
 
   
     Each Reorganizing Portfolio and the CoreFunds Tax-Free Reserve,
Intermediate Bond Fund and Pennsylvania Municipal Bond Fund may enter into
when-issued transactions. See 'Comparison Investment Policies and Risk Factors
- -- Conestoga Tax-Free Fund and CoreFunds Tax-Free Reserve' for a discussion of
the risk factors involved in when-issued transactions.
    
 
     The Conestoga Pennsylvania Tax-Free Bond Fund is permitted to enter into
stand-by commitments with respect to municipal securities. None of the Existing
CoreFunds Portfolios is permitted to participate in these transactions.
 
   
     There are similarities between the Funds with respect to the types of money
market instruments they are permitted to purchase. Each Reorganizing Portfolio
may invest in a broad array of money market instruments, all rated in one of the
top two rating categories by a Rating Agency and (with the exception of
Conestoga Cash Management Fund, U.S. Treasuries Securities Fund and Tax-Free
Fund) may invest in commercial paper rated in the top two rating categories.
Conestoga Cash Management Fund, U.S. Treasury Securities Fund and Tax-Free Fund
may only invest in commercial paper rated in the highest rating category by a
Rating Agency. Each Existing CoreFunds Portfolio may also purchase money market
instruments and commercial paper; the CoreFunds Cash Reserve, Treasury Reserve,
Tax-Free Reserve, Value Equity Fund and International Growth Fund may only
purchase money market instruments and commercial paper that are rated by a
Rating Agency in the highest rating category for such instruments, and the
CoreFunds Balanced Fund, Intermediate Bond Fund and Pennsylvania Municipal Bond
Fund may purchase money market instruments and commercial paper that are within
the two highest rating categories by a Rating Agency.
    
 
     Each of the Conestoga Equity Fund, Intermediate Income Fund, Balanced Fund
and International Equity Fund may lend its portfolio securities. There is no
limit on the amount of securities which these Funds may lend, except that the
Conestoga International Equity Fund may only lend portfolio securities up to
one-third the value of its total assets. Such loans involve risks of delay in
receiving additional collateral or in recovering the securities loaned or even
loss of rights in the collateral, should the borrower of the securities fail
financially. Any portfolio securities purchased with cash collateral would also
be subject to possible depreciation. The Existing CoreFunds Portfolios (with the
exception of CoreFunds International Growth Fund) have a fundamental investment
limitation prohibiting loans.
 
   
     Conestoga Cash Management Fund, Intermediate Income Fund and Balanced Fund
and CoreFunds Cash Reserve and Intermediate Bond Fund may invest in asset-backed
securities. These securities may be backed by either credit card receivables or
motor vehicle installment purchase obligations. Asset-backed securities entail
certain risks, including the risk that credit card receivables are generally
unsecured, and the debtors are entitled to the protection of a number of state
and federal consumer credit laws, many of which give such debtors the right to
set off certain amounts owned on the credit cards, thereby reducing the balance
due. Most issuers of asset-backed securities backed by motor vehicle installment
purchase obligations permit the servicer of such receivable to retain possession
of the underlying obligations. If the servicer sells these obligations to
another party, there is a risk that the purchaser would acquire an interest
superior to that of the holders of the related asset-backed securities. Further,
if a vehicle is registered in one state and is then re-registered because the
owner and obligor move to another state, such re-registration could defeat the
original security interest in the vehicle in certain cases. In addition, because
of the large number of vehicles involved in a typical issuance and technical
requirements under state laws, the trustee for the holders of asset-backed
securities backed by automobile receivables may not have a proper security
interest in all of the obligations backing such receivables. Therefore, there is
the possibility that recoveries on repossessed
    
 
                                       41
<PAGE>
collateral may not, in some cases, be available to support payments on these
securities.
 
     Conestoga Intermediate Income Fund and Balanced Fund and CoreFunds
Intermediate Bond Fund and Balanced Fund may invest in mortgage-backed
securities. To the extent that a Fund purchases mortgage-backed securities at a
premium, mortgage foreclosures and prepayments of principal by mortgagors (which
may be made at any time without penalty) may result in some loss of the Fund's
principal investment to the extent of the premium paid. The yield of a Fund that
invests in mortgage-backed securities may be affected by reinvestment of
prepayments at higher or lower rates than the original investment.
Mortgage-backed securities have either fixed or adjustable interest rates. The
rate of return on mortgage-backed securities may be affected by prepayments on
principal on the underlying loans, which generally increase as interest rates
decline. As a result, when interest rates decline, holders of these securities
normally do not benefit from appreciation in market value to the same extent as
holders of other non-callable debt securities. In addition, the value of
mortgage-backed securities will fluctuate in response to market interest rates.
 
INVESTMENT LIMITATIONS
 
   
     Neither the Reorganizing Portfolios nor the Existing CoreFunds Portfolios
may change their fundamental investment limitations without the affirmative vote
of the holders of a majority of the outstanding shares (as defined in the 1940
Act) of the particular Reorganizing Portfolio or Existing CoreFunds Portfolio.
The investment limitations of the Reorganizing Portfolios and the corresponding
Existing CoreFunds Portfolios are similar, but not identical.
    
 
   
     Each of the Reorganizing Portfolios (except the Conestoga Pennsylvania
Tax-Free Bond Fund) and each of the corresponding Existing CoreFunds Portfolios
(except the CoreFunds Pennsylvania Municipal Bond Fund) is a 'diversified'
investment portfolio and, therefore, has a fundamental policy limiting
investments in securities of any one issuer, other than securities issued by the
U.S. Government, its agencies and instrumentalities and repurchase agreements
collateralized by such securities, to 5% of the value of a fund's total assets,
except that up to 25% of the value of a fund's total assets may be invested
without regard to this 5% limitation. In addition, none of the Reorganizing
Portfolios (except the Conestoga Cash Management Fund, Tax-Free Fund, U.S.
Treasury Securities Fund and Pennsylvania Tax-Free Bond Fund) may acquire more
than 10% of the outstanding voting securities of any one issuer, except that the
Conestoga Equity Fund, Intermediate Income Fund, Balanced Fund and International
Equity Fund may invest up to 25% of their respective assets without regard to
such limitation. Of the CoreFunds, only the Value Equity Fund, Balanced Fund and
International Growth Fund have the same 10% voting securities limitation,
although CoreFunds Cash Reserve, Tax-Free Reserve, Treasury Reserve,
Intermediate Bond Fund and Pennsylvania Municipal Bond Fund have a fundamental
limitation prohibiting the purchase of any common stock or voting securities.
    
 
     With respect to at least 50% of the total assets of each of the Conestoga
Pennsylvania Tax-Free Bond Fund and CoreFunds Pennsylvania Municipal Bond Fund,
no more than 5% may be invested in securities of a single issuer, and no more
than 25% of each Fund's total assets may be invested in the securities of a
single issuer at the close of each quarter of each fiscal year. For purposes of
this limitation, governmental subdivisions, including states, territories,
possessions of the United States, or their political subdivisions, agencies,
authorities, instrumentalities, or similar entities, will be considered a
separate issuer if their assets and revenues are separate from those of the
government body creating it and the security is backed only by its own assets
and revenues. Industrial revenue bonds backed only by the assets and revenues of
a non-governmental issuer are considered to be issued solely by that user. If,
in the case of an industrial development bond or government-issued security, a
governmental or other entity guarantees the security, such guarantee would be
considered a separate security issued by the guarantor, as well as the other
issuer, subject to limited exclusions allowed by the 1940 Act.
 
   
     Neither the Reorganizing Portfolios nor the Existing CoreFunds Portfolios
may borrow money directly except that each Fund may borrow money from banks and
enter into reverse repurchase
    
 
                                       42
<PAGE>
   
agreements for temporary purposes, and then in amounts not in excess of 10% of
the value of each Fund's total assets. A Reorganizing Portfolio (except the
Conestoga Tax-Free Fund) will not purchase securities while its borrowings,
including reverse repurchase agreements, exceed 5% of the total assets of the
Portfolio. Conestoga Tax-Free Fund and each Existing CoreFunds Portfolio will
not purchase securities while its borrowings, including reverse repurchase
agreements, are outstanding.
    
 
   
     The Reorganizing Portfolios and the Existing CoreFunds Portfolios may only
mortgage, pledge or hypothecate their assets to secure permitted indebtedness,
and then may only pledge assets having a market value not exceeding the lesser
of the dollar amounts borrowed or 10% of the value of total assets.
    
 
     The investment limitations described in the foregoing paragraphs regarding
diversification, borrowing and pledging of assets are fundamental with respect
to both Conestoga and CoreFunds.
 
   
     Neither the Reorganizing Portfolios nor the Existing CoreFunds Portfolios
may make loans, except that: (i) Conestoga Equity Fund, Intermediate Income
Fund, Balanced Fund and International Equity Fund may lend portfolio securities;
and (ii) the Reorganizing Portfolios may purchase or hold certain debt
instruments and may enter into repurchase agreements; and (iii) each Existing
CoreFunds Portfolio may purchase or hold debt instruments and enter into
repurchase agreements. The foregoing limitations on securities lending are
fundamental limitations for both the Reorganizing Portfolios and the Existing
CoreFunds Portfolios.
    
 
   
     The Reorganizing Portfolios and the Existing CoreFunds Portfolios will not
invest 25% or more of the value of their respective total assets in any one
industry, provided that there is no limitation with respect to (i) obligations
issued or guaranteed by the U.S. Government, its agencies or instrumentalities;
(ii) tax-exempt securities issued by governments or political subdivisions of
governments; (iii) wholly-owned finance companies will be considered to be in
the industry of their parents if their activities are primarily related to
financing the activities of their partners; and (iv) utilities will be divided
according to their services. The foregoing investment limitations of each of the
Reorganizing Portfolios and the Existing CoreFunds Portfolios with respect to
industry concentration of investments is a fundamental investment limitation.
    
 
   
     Each of the Reorganizing Portfolios must limit its investments in illiquid
securities to 15% of its net assets, except that the Conestoga Cash Management
Fund, Tax-Free Fund and U.S. Treasury Securities are subject to a 10% limitation
and the Conestoga Equity Fund and Intermediate Income Fund will not invest in
repurchase agreements maturing in excess of seven days if such investment,
together with other investments of such Fund that are not readily marketable,
exceeds 10% of such Fund's total assets. By contrast, each of the Existing
CoreFunds Portfolios must limit its investments in illiquid securities to 10% of
its net assets (except for the CoreFunds Balanced and Pennsylvania Municipal
Bond Funds). With respect to the Reorganizing Portfolios, Rule 144A securities
will not be considered illiquid if the Funds' investment adviser determines that
an adequate trading market exists with respect to such securities. The foregoing
limitations on investments in illiquid securities are fundamental as to the
Existing CoreFunds Portfolios but are not fundamental as to the Reorganizing
Portfolios.
    
 
   
     Neither the Reorganizing Portfolios nor the Existing CoreFunds Portfolios
may purchase or sell real estate, except that the Funds may purchase securities
of issuers which deal in real estate and may purchase securities which are
secured by interests in real estate.
    
 
   
     None of the Reorganizing Portfolios (except Conestoga Cash Management Fund,
Tax-Free Fund and U.S. Treasury Securities Fund) and the Existing CoreFunds
Portfolios may acquire any other investment company or investment company
security except in connection with a merger, consolidation, reorganization or
acquisition of assets or where otherwise permitted by the 1940 Act. The
Conestoga Cash Management Fund, Tax-Free Fund and U.S. Treasury Securities Fund
are not permitted to acquire investment company securities, except in connection
with a merger, consolidation, reorganization or acquisition of assets.
    
 
   
     Neither the Reorganizing Portfolios nor the Existing CoreFunds Portfolios
may act as an
    
 
                                       43
<PAGE>
underwriter of securities within the meaning of the Securities Act of 1933
except to the extent that the purchase of obligations directly from the issuer
thereof, or the disposition of securities, in accordance with a Fund's
investment objective, policies and limitations may be deemed to be underwriting.
 
   
     Neither the Reorganizing Portfolios nor the Existing CoreFunds Portfolios
may purchase securities of companies for the purpose of exercising control.
    
 
   
     Neither the Reorganizing Portfolios nor the Existing CoreFunds Portfolios
may purchase securities on margin, make short sales of securities or maintain a
short position, except that each Reorganizing Portfolio may obtain such
short-term credits as may be necessary for the clearance of purchases and sales
of portfolio securities.
    
 
   
     None of the Existing CoreFunds Portfolios may invest in puts, calls,
straddles, spreads, or any combination thereof, except that (i) CoreFunds
International Growth Fund may enter into forward currency contracts, purchase
futures contracts and options thereon, and purchase, sell and write options on
securities (including puts and calls) to a limited extent; and (ii) CoreFunds
Pennsylvania Municipal Bond Fund may engage in put transactions.
    
 
   
     Neither the Reorganizing Portfolios nor the Existing CoreFunds Portfolios
may purchase or sell commodity contracts, or invest in oil, gas or mineral
exploration or development programs or leases.
    
 
   
     The following fundamental investment limitations of the Existing CoreFunds
Portfolios have no counterpart in the Reorganizing Portfolios:
    
 
     Each Existing CoreFunds Portfolio is prohibited from investing more than
10% of its total assets in the securities of any company not in operation
continuously for at least three years (including any predecessor company).
 
     Each Existing CoreFunds Portfolio is prohibited from purchasing or
retaining the securities of any issuer if officers and directors of CoreFunds,
or its advisor, owning beneficially more than one-half of 1% of the securities
of such issuer together own more than 5% of the securities of such issuer.
 
     The Existing CoreFunds Portfolios may not invest in securities with legal
or contractual restrictions.
 
     See 'Additional Investment Restrictions' in CoreFunds' Statement of
Additional Information which is incorporated by reference herein for additional
investment limitations of the Existing CoreFunds Portfolios.
 
     PURCHASE AND REDEMPTION INFORMATION, EXCHANGE PRIVILEGES, DISTRIBUTION AND
PRICING. The purchase, redemption, exchange privileges and distribution policies
of the Conestoga Portfolios and the CoreFunds Portfolios are discussed above
under 'Summary -- Overviews of the Conestoga Portfolios and CoreFunds
Portfolios' and below in Appendix III to this Combined Proxy
Statement/Prospectus.
 
     OTHER INFORMATION. Conestoga and CoreFunds are registered as open-end
management investment companies under the 1940 Act. Currently, Conestoga offers
eleven investment portfolios and CoreFunds offers seventeen investment
portfolios.
 
     Conestoga is organized as a Massachusetts business trust and is subject to
the provisions of its Declaration of Trust and Code of Regulations. CoreFunds is
organized as a Maryland corporation and subject to the provisions of its
Articles of Incorporation and By-laws. Shares of both Conestoga and CoreFunds:
(i) are entitled to one vote for each full share held and a proportionate
fractional vote for each fractional share held; (ii) will vote in the aggregate
and not by class except as otherwise expressly required by law or when class
voting is permitted by the respective Board of Trustees or Directors; and (iii)
are entitled to participate equally in the dividends and distributions that are
declared with respect to a particular investment portfolio and in the net
distributable assets of such portfolio on liquidation. Shares of both the
Conestoga Portfolios and the CoreFunds Portfolios have a par value of $.001. In
addition, shares of the Conestoga Portfolios and CoreFunds Portfolios have no
preemptive rights and only such conversion and exchange rights as the respective
Boards of Trustees or Directors may grant in their discretion. When issued for
payment as described in their prospectuses, Conestoga Portfolio
shares and CoreFunds Portfolio shares are fully paid and non-assessable by such
entities except as required under Massachusetts law with respect to Conestoga.
CoreFunds is not required under Maryland General Corporation Law to hold annual
shareholder meetings and intends to do so only if required by the 1940 Act.
Shareholders have the right to remove Directors. To the extent required by law,
CoreFunds will assist in shareholder communications in such matters.
 
     The foregoing is only a summary. Shareholders may obtain copies of the
Declaration of Trust and By-laws of Conestoga and the Articles of Incorporation
and By-laws of CoreFunds upon written request at the addresses shown on the
cover page of this Combined Proxy Statement/Prospectus.
 
                                       44

<PAGE>
            INTERIM INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS
 
   
     As stated above, because the Holding Company Merger will result in a change
in control of MIC, Conestoga's existing investment advisory and sub-advisory
agreements will, by their terms, automatically terminate on the date the Holding
Company Merger occurs. The Reorganization Agreement provides, that Conestoga
will enter into an interim investment advisory agreement with MIC (or its
successor), and that MIC will enter into an interim sub-advisory agreement with
Marvin and Palmer for the Conestoga International Equity Fund (together, the
'Interim Agreements'). The Interim Agreements will be in effect for the
Reorganizing Portfolios between the Holding Company Merger and the consummation
of the Reorganizing Portfolios Transaction. The interim advisory agreement will
be in effect for the Continuing Portfolios between the Holding Company Merger
and the consummation of the Continuing Portfolios Transaction. It is
contemplated that the firms that currently provide investment advisory and
sub-advisory services for the Conestoga Portfolios will continue to provide
services under the Interim Agreements.
    
 
     The investment advisory and sub-advisory fee rates stated in the Interim
Agreements will be the same, and the other provisions of the Interim Agreements
will be substantially the same, as those in the current investment and
sub-advisory agreements for the Conestoga Portfolios.
 
   
     Copies of the proposed Interim Agreements are attached as Appendix IV. In
the interim advisory agreement, MIC agrees, subject to the supervision of the
Conestoga Board of Trustees, to provide a continuous investment program for the
Conestoga Portfolios and to determine from time to time what securities and
other investments will be purchased, retained or sold in accordance with that
Portfolio's investment objectives, policies and restrictions. MIC's
responsibilities include, but are not limited to, placing purchase and sale
orders for portfolio transactions; maintaining books and records with respect to
a Portfolio's securities transactions; and furnishing periodic and special
reports to the Conestoga Board of Trustees as requested. The Interim Agreements
further provide that a Portfolio's investment adviser and sub-adviser will pay
all expenses incurred by it in connection with its advisory activities, other
than the cost of securities (including brokerage commissions, if any) purchased
for a Portfolio.
    
 
   
     With respect to the Conestoga International Equity Fund, some of the
investment adviser's responsibilities under the Interim Agreement will be
performed by the sub-adviser. In particular, Marvin and Palmer will, subject to
supervision by MIC (or its successor) and the Conestoga Board of Trustees,
manage the investment operations of the Conestoga International Equity Fund
during the Interim Period and determine the composition of the Fund, including
the purchase, retention and disposition of securities in accordance with the
Fund's investment objective, policies and restrictions. In addition, Marvin and
Palmer will prepare, subject to MIC's approval, lists of foreign countries for
investment by the Fund.
    
 
     Under the Interim Agreements, in placing orders with brokers and dealers,
the investment adviser and sub-adviser are to attempt to obtain prompt execution
of orders at the most favorable price. Consistent with this obligation, when the
execution and price offered by two or more brokers or dealers are comparable,
the investment adviser or sub-adviser may, in its discretion, purchase and sell
portfolio securities to and from brokers and dealers that provide research
advice and other services. These brokerage and research services might consist
of reports and statistics on specific companies of industries, general summaries
of groups of stocks or bonds and their comparative earnings and yields, or broad
overviews of the securities markets and the economy.
 
     Supplementary research information so received is in addition to, and not
in lieu of, services required to be performed by the investment adviser or
sub-adviser, and does not reduce the advisory fees payable by the Conestoga
Portfolios. It is possible that certain of the supplementary research or other
services received will primarily benefit one or more other investment companies
or other accounts for which the investment adviser or sub-adviser exercises
investment discretion. Conversely, the Conestoga Portfolios may be the primary
beneficiary of the research or services received as a result of portfolio
transactions effected for such other account or investment company.
 
                                       45
<PAGE>
   
     Investment decisions for the Conestoga Portfolios and for other investment
accounts managed by the investment adviser and sub-adviser under the Interim
Agreements will be made independently of each other in light of differing
conditions. However, the same investment decision may be made for two or more of
such accounts. In such cases, simultaneous transactions are inevitable.
Purchases or sales are then allocated in a manner believed by the investment
adviser or sub-adviser to be equitable to each such account. While in some cases
this practice could have a detrimental effect on the price or value of the
security as far as a Conestoga Portfolio is concerned, in other cases it may be
beneficial to the portfolio. To the extent permitted by law, the investment
adviser or sub-adviser may aggregate the securities to be sold or purchased for
the Conestoga Portfolios with those to be sold or purchased for other investment
companies or accounts in executing transactions. Portfolio securities will not
be purchased from or sold to the investment adviser, sub-adviser, or any
affiliated person, except as permitted under the 1940 Act.
    
 
     If in any fiscal year the aggregate expenses of any Conestoga Portfolio
exceeds the expense limitation of any state having jurisdiction over Conestoga,
the Interim Agreements provide that the Portfolio's investment adviser will
reimburse the Portfolio for a portion of such excess expenses equal to such
excess times the ratio of the fees otherwise payable by the Portfolio to the
investment adviser to the aggregate fees otherwise payable by the Portfolio to
the investment adviser and to the Portfolio's administrator under its
administration agreement. The obligation of the investment adviser to reimburse
a Portfolio is limited in any fiscal year to the amount of its fee for such
fiscal year, provided that an investment adviser will reimburse a Portfolio for
such proportion of such excess expenses regardless of the amount of fees paid to
it during such fiscal year to the extent that the securities regulations of any
state having jurisdiction over Conestoga so require. As of the date hereof, the
most restrictive expense limitation applicable to a Conestoga Portfolio limits
its aggregate annual expenses (as defined by applicable regulations) to 2 1/2%
of the first $30 million of its average net assets, 2% of the next $70 million
of its average net assets, and 1 1/2% of its remaining net assets.
 
     The investment adviser or sub-adviser will not be liable for any error of
judgment or mistake of law or for any loss suffered by a Conestoga Portfolio in
connection with the performance of its agreements, except a loss arising from a
breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from wilful misfeasance, bad faith or gross
negligence on the part of the investment adviser or sub-adviser in the
performance of its duties or from reckless disregard by it of its obligations
and duties under the agreements.
 
   
     Should the Reorganization not occur, the Interim Agreements may be renewed
for successive annual periods with respect to a Conestoga Portfolio if
specifically approved at least annually (a) by the vote of a majority of those
members of the Conestoga Board of Trustees who are not parties to the agreements
or interested persons of any party to the agreements, cast in person at a
meeting called for the purpose of voting on such approval, and (b) by the vote
of a majority of the Conestoga Board of Trustees or by the vote of a majority of
all votes attributable to the outstanding shares of the Portfolio.
    
 
     The Interim Agreements will terminate upon their assignment (as defined in
the 1940 Act). In addition, the Interim Agreements may be terminated with
respect to any Conestoga Portfolio by the Conestoga Board of Trustees, by vote
of a majority of the outstanding shares of that Portfolio, by the investment
adviser or, in the case of an Interim Sub-Advisory Agreement, by either the
investment adviser or sub-adviser upon notice as stated in the particular
agreement.
 
   
     The table at page 3 shows (i) the current contractual fee rates for the
Conestoga Portfolios, which will be the same throughout the Interim Period until
the time of the transactions, and (ii) the advisory/sub-advisory fees actually
paid by the Conestoga Portfolios for their last fiscal year net of waivers. All
fee rates are annualized, and are computed daily and payable monthly based on a
Portfolio's average daily net assets.
    
 
                                       46
<PAGE>
                     INFORMATION RELATING TO VOTING MATTERS
 
     GENERAL INFORMATION.  This Combined Proxy Statement/Prospectus is being
furnished in connection with the solicitation of proxies by Conestoga's Board of
Trustees in connection with the Meeting. It is expected that the solicitation of
proxies will be primarily by mail. Officers and service contractors of Conestoga
may also solicit proxies by telephone, telegraph, facsimile or personal
interview. Any shareholder giving a proxy may revoke it at any time before it is
exercised by submitting to Conestoga a written notice of revocation or a
subsequently executed proxy or by attending the Meeting and voting in person.
 
   
     Only shareholders of record at the close of business on January 26, 1996
will be entitled to vote at the Meeting. On that date there were outstanding and
entitled to be voted 234,883,522.79 shares of the Conestoga Cash Management
Fund, 47,526,615.37 shares of the Conestoga Tax-Free Fund, 436,965,068.60 shares
of the Conestoga U.S. Treasury Securities Fund, 21,620,456.5884 shares of the
Conestoga Equity Fund, 5,441,676.9690 shares of the Conestoga Special Equity
Fund, 18,131,183.9921 shares of the Conestoga Bond Fund, 11,856,351.8320 shares
of the Conestoga Intermediate Income Fund, 636,811.79 shares of the Conestoga
Pennsylvania Tax-Free Bond Fund, 3,626,636.716 shares of the Conestoga Balanced
Fund, 3,431,978.3660 shares of the Conestoga Short-Term Income Fund and
1,377,454.999 shares of the Conestoga International Equity Fund. Each share or
fraction thereof is entitled to one vote or fraction thereof, and all shares
will vote separately by Fund.
    
 
   
     Conestoga and CoreFunds have been advised by MIC that the shares of each
Conestoga Portfolio over which Meridian Bancorp, Inc. or its affiliates have
voting power will, except as to accounts established for Meridian's employee
benefit plan, be voted in accordance with instructions received from beneficial
owners or fiduciaries of such accounts who are not related to Meridian Bancorp,
Inc. or its affiliates. As to Meridian's own employee benefit plan, and as to
accounts for which no instructions are received from beneficial owners or
fiduciaries, Meridian will cast such votes in accordance with the recommendation
of a fiduciary that is independent of Meridian.
    
 
     If the accompanying proxy is executed and returned in time for the Meeting,
the shares covered thereby will be voted in accordance with the proxy on all
matters that may properly come before the Meeting or any adjournment thereof.
For information on adjournment of the meeting, see 'Quorum' below.
 
   
     SHAREHOLDER AND BOARD APPROVALS.  The Reorganization Agreement (and the
transactions contemplated thereby including the implementation of the interim
investment advisory and sub-advisory agreements), is being submitted for
approval at the Meeting by the holders of a majority of the outstanding shares
of the Conestoga Cash Management Fund, Tax-Free Fund, U.S. Treasury Securities
Fund, Equity Fund, Special Equity Fund, Bond Fund, Intermediate Income Fund,
Pennsylvania Tax-Free Bond Fund, Balanced Fund, Short-Term Income Fund and
International Equity Fund in accordance with the provisions of Conestoga's
Declaration of Trust and the requirements of the 1940 Act. The term 'majority of
the outstanding shares' of a Conestoga Portfolio as used herein means the lesser
of (a) 67% of the shares of the particular Conestoga Portfolio present at the
Meeting if the holders of more than 50% of the outstanding shares of the
Conestoga Portfolio are present in person or by proxy, or (b) more than 50% of
the outstanding shares of such Conestoga Portfolio.
    
 
     In tallying shareholder votes, abstentions and broker non-votes (i.e.,
proxies sent in by brokers and other nominees that cannot be voted on a proposal
because instructions have not been received from the beneficial owners) will be
counted for purposes of determining whether or not a quorum is present for
purposes of convening the meeting. On the Reorganization proposal abstentions
and broker non-votes will be considered to be a vote against the Reorganization
proposal.
 
   
     The approval by the shareholders of the corresponding Existing CoreFunds
Portfolios of the Reorganization is not being solicited because their approval
or consent is not necessary for the Reorganization to be consummated.
    
 
                                       47
<PAGE>
   
     At January 26, 1996, Meridian Bancorp, Inc. and its affiliates held of
record substantially all of the outstanding shares of each of the Conestoga Cash
Management Fund, Tax-Free Fund, U.S. Treasury Securities Fund, Equity Fund,
Special Equity Fund, Bond Fund, Intermediate Income Fund, Pennsylvania Tax-Free
Bond Fund, Balanced Fund, Short-Term Income Fund and International Equity Fund
on behalf of their customer accounts.
    
 
   
     At January 26, 1996, the name, address and percentage of ownership of the
persons who owned of record 5% or more of any class of shares of the
Reorganizing Portfolios, and the percentage of the respective share classes of
the corresponding Existing CoreFunds Portfolios that would be owned by those
persons upon the consummation of the Reorganizing Portfolios Transaction based
upon their holdings on January 26, 1996, are as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                                           PERCENTAGE
                                                                                          PERCENTAGE       OF CLASS OF
                                                                                        OF REORGANIZING     EXISTING
                                                                          PERCENTAGE      PORTFOLIO'S       COREFUNDS
                                                              CLASS OF     OF CLASS         SHARES          PORTFOLIO
REORGANIZING                                                   SHARES      OWNED ON        OWNED ON         OWNED ON
PORTFOLIO             NAME AND ADDRESS                         OWNED      RECORD DATE     RECORD DATE     CONSUMMATION
- --------------------  -------------------------------------  ----------  -------------  ---------------  ---------------
<S>                   <C>                                    <C>         <C>            <C>              <C>
Cash Management Fund  MAM & Co.                              Institutional       99.96%        98.96%           28.13%
                      c/o Mark Medura MHO 330                  Shares
                      P.O. Box 16006
                      Mail Code BB0425
                      Reading, PA 19612-6006
                      Jean M. McHazel                          Retail             5.16%         0.05%            0.55%
                      2283 Highland Circle                     Shares
                      Harrisburg, PA 17110-9243
Tax-Free Fund         MAM & Co.                              Institutional         100%        97.01%           42.02%
                      c/o Mark Medura MHO 330                  Shares
                      P.O. Box 16006
                      Mail Code BB0425
                      Reading, PA 19612-6006
                      Marietta E. Williams                     Retail            28.16%         0.84%           11.87%
                      RD2 Box 141                              Shares
                      Elverson, PA 19520-9435
                      Elizabeth R. Cabine POA                  Retail            14.08%         0.42%            5.94%
                      Eleanor P. Jester                        Shares
                      2115 Concord Pike
                      Wilmington, DE 19803-2906
                      Gregory J. Blazic                        Retail            13.76%         0.41%            5.80%
                      Lellus L. Blazic JT Ten                  Shares
                      P.O. Box 603
                      Country Club Road
                      Valley Forge, PA 19482-0603
U.S. Treasury         MAM & Co.                              Institutional       66.42%        66.31%           30.63%
Securities Fund       c/o Mark Medura MHO 330                  Shares
                      P.O. Box 16006
                      Mail Code BB0425
                      Reading, PA 19612-6006
                      The Bank of New York                   Institutional       33.58%        33.52%           15.48%
                      One Wall Street                          Shares
                      5th Floor/STIF
                      New York, NY 10286-0001
                      Plymouth Meeting Friends School          Retail            36.23%         0.06%            1.19%
                      Germantown & Butler Pike                 Shares
                      Plymouth Meeting, PA 19462
                      Meridian Trust Company Cust.             Retail             9.85%         0.02%            0.32%
                      for the IRA Rollover of                  Shares
                      John G. Fish
                      1009 Homeland Drive
                      Lancaster, PA 17601-5143
</TABLE>

    
 
                                       48
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                                            PERCENTAGE
                                                                                          PERCENTAGE       OF CLASS OF
                                                                                        OF REORGANIZING     EXISTING
                                                                          PERCENTAGE      PORTFOLIO'S       COREFUNDS
                                                              CLASS OF     OF CLASS         SHARES          PORTFOLIO
REORGANIZING                                                   SHARES      OWNED ON        OWNED ON         OWNED ON
PORTFOLIO             NAME AND ADDRESS                         OWNED      RECORD DATE     RECORD DATE     CONSUMMATION
- --------------------  -------------------------------------  ----------  -------------  ---------------  ---------------
<S>                   <C>                                    <C>         <C>            <C>              <C>
                      Karen J. Urban                           Retail           5.38%           0.01%            0.18%
                      57 East Ridge Street                     Shares
                      Coaldale, PA 18218-1218
Equity Fund           MAM & Co.                              Institutional     48.62%          47.61%           44.57%
                      c/o Kim Kutzer                           Shares
                      P.O. Box 16004
                      Mail Code BB0405
                      Reading, PA 19612-6004
                      MAM & Co.                              Institutional     47.55%          46.56%           43.59%
                      c/o Kim Kutzer                           Shares
                      P.O. Box 16004
                      Mail Code BB0405
                      Reading, PA 19612-6004
                      National Financial Services              Retail          34.88%           0.71%           25.39%
                      Corporation for the Benefit              Shares
                      of our Customers
                      One World Financial Center
                      200 Liberty Street
                      4th Floor
                      New York, NY 10281-1003
Intermediate Income   MAM & Co.                              Institutional     47.08%          46.61%           32.65%
Fund                  c/o Kim Kutzer                           Shares
                      P.O. Box 16004
                      Mail Code BB0405
                      Reading, PA 19612-6004
                      MAM & Co.                              Institutional     43.73%          43.30%           30.33%
                      c/o Kim Kutzer                           Shares
                      P.O. Box 16004
                      Mail Code BB0405
                      Reading, PA 19612-6004
                      National Financial Services              Retail          29.48%           0.28%           11.15%
                      Corporation for the Benefit              Shares
                      of our Customers
                      One World Financial Center
                      200 Liberty Street
                      4th Floor
                      New York, NY 10281-1003
                      Meridian Trust Company                   Retail           8.97%           0.09%            3.39%
                      Cust for the IRA Rollover of             Shares
                      John G. Fish
                      1009 Homeland Drive
                      Lancaster, PA 17601-5143
                      Elissa A. Graner-Hoffman                 Retail           5.90%           0.06%            2.23%
                      219 South Len Street                     Shares
                      Allentown, PA 18104-6546
Pennsylvania          MAM & Co.                              Institutional     58.47%          52.31%           39.36%
Tax-Free Bond Fund    c/o Kim Kutzer                           Shares
                      P.O. Box 16004
                      Mail Code BB0405
                      Reading, PA 19612-6004
                      MAM & Co.                              Institutional     41.53%          37.15%           27.95%
                      c/o Kim Kutzer                           Shares
                      P.O. Box 16004
                      Mail Code BB0405
                      Reading, PA 19612-6004
</TABLE>
    
 
                                       49
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                                            PERCENTAGE
                                                                                          PERCENTAGE       OF CLASS OF
                                                                                        OF REORGANIZING     EXISTING
                                                                          PERCENTAGE      PORTFOLIO'S       COREFUNDS
                                                              CLASS OF     OF CLASS         SHARES          PORTFOLIO
REORGANIZING                                                   SHARES      OWNED ON        OWNED ON         OWNED ON
PORTFOLIO             NAME AND ADDRESS                         OWNED      RECORD DATE     RECORD DATE     CONSUMMATION
- --------------------  -------------------------------------  ----------  -------------  ---------------  ---------------
<S>                   <C>                                    <C>         <C>            <C>              <C>
                      National Financial Services              Retail          25.20%           2.66%           19.37%
                      Corporation for the Benefit              Shares
                      of our Customers
                      One World Financial Center
                      200 Liberty Street
                      4th Floor
                      New York, NY 10281-1003
                      George W. Grosz                          Retail           6.81%           0.72%            5.23%
                      Dorothy M. Grosz JT WROS                 Shares
                      533 S. Waterloo Road
                      Devon, PA 19333-1729
                      Lee B. Kirts                             Retail           6.34%           0.67%            4.87%
                      Celine Kirts JT WROS                     Shares
                      451 Knightsbridge Lane
                      Hatfield, PA 19440-3603
                      Wayne R. Huey                            Retail           5.97%           0.63%            4.59%
                      73 Crestline Road                        Shares
                      Strafford, PA 19087-2611
Balanced Fund         State Street Bank & Trust Company        Retail          52.50%           0.11%            1.57%
                      Cust for the Rollover IRA of             Shares
                      Richard Detwiler
                      22 S. Kenhorst Blvd.
                      Shillington, PA 19607-2026
                      State Street Bank & Trust Company        Retail          24.14%           0.05%            0.72%
                      Cust for the Rollover IRA of             Shares
                      Robert J. Merenda
                      2 Cedar Hill Court
                      Voorhees, NJ 08043-4712
                      State Street Bank & Trust Company        Retail          12.13%           0.03%            0.36%
                      Cust for the Rollover IRA of             Shares
                      Roberta M. Merenda
                      2 Cedar Hill Court
                      Voorhees, NJ 08043-4712
                      Meridian Asset Management Company        Retail           8.42%           0.02%            0.25%
                      Cust for the Rollover IRA of             Shares
                      Darlene H. Lathrop
                      2403 Smith Lane
                      Wilmington, DE 19810-2334
International Equity  Albert E. Murphy                         Retail          33.05%           0.07%            0.47%
Fund                  Gertrude A. Murphy JT TEN                Shares
                      580 Patten Avenue #78
                      Longbranch, NJ 07740-7881
                      National Financial Services              Retail          32.81%           0.06%            0.46%
                      Corporation for the Benefit              Shares
                      of our Customers
                      One World Financial Center
                      200 Liberty Street
                      4th Floor
                      New York, NY 10281-1003
                      Meridian Trust Company Cust              Retail           7.06%           0.01%            0.10%
                      Cust for the IRA of                      Shares
                      Christopher D. Hogan
                      711 Pass Road
                      Gulfport, MS 39501-6444
                      Dawn T. Hogan                            Retail           6.92%           0.01%            0.10%
                      1750 Peachtree Lane                      Shares
                      Norristown, PA 19403-3330
</TABLE>
    
 
                                       50
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                                            PERCENTAGE
                                                                                          PERCENTAGE       OF CLASS OF
                                                                                        OF REORGANIZING     EXISTING
                                                                          PERCENTAGE      PORTFOLIO'S       COREFUNDS
                                                              CLASS OF     OF CLASS         SHARES          PORTFOLIO
REORGANIZING                                                   SHARES      OWNED ON        OWNED ON         OWNED ON
PORTFOLIO             NAME AND ADDRESS                         OWNED      RECORD DATE     RECORD DATE     CONSUMMATION
- --------------------  -------------------------------------  ----------  -------------  ---------------  ---------------

<S>                   <C>                                    <C>         <C>            <C>              <C>
                      Meridian Trust Company Cust              Retail           5.38%           0.01%            0.08%
                      Cust for the IRA Rollover of             Shares
                      Bridget A. Vargo
                      7373 Ridge Avenue
                      Apt. 422
                      Philadelphia, PA 19128-3236
                      Colette B. Price                         Retail           5.09%           0.01%            0.07%
                      D. Kim Price JT TEN                      Shares
                      2408 Welsh Road
                      Mohnton, PA 19540-8814
</TABLE>
    
 
   
     The name, address and percentage of ownership of each person who owns of
record 5% or more of any class of shares of the Continuing Portfolios is listed
below. Prior to the Continuing Portfolios Transaction the New CoreFunds
Portfolios will have only nominal assets. Accordingly, the persons who own of
record 5% or more of any class of shares of the Continuing Portfolios will not
materially change upon consummation of the Continuing Portfolios Transaction.
    
 
   
<TABLE>
<CAPTION>
                                                                                                           PERCENTAGE
                                                                                          PERCENTAGE       OF CLASS OF
                                                                                         OF CONTINUING         NEW
                                                                          PERCENTAGE       PORTFOLIO        COREFUNDS
                                                              CLASS OF     OF CLASS         SHARES          PORTFOLIO
CONTINUING                                                     SHARES      OWNED ON        OWNED ON         OWNED ON
PORTFOLIO             NAME AND ADDRESS                         OWNED      RECORD DATE     RECORD DATE     CONSUMMATION
- --------------------  -------------------------------------  ----------  -------------  ---------------   ------------ 
<S>                   <C>                                    <C>         <C>            <C>              <C>
Special Equity Fund   MAM & Co.                              Institutional       55.19%        54.31%           55.19%
                      c/o Kim Kutzer                           Shares
                      P.O. Box 16004
                      Mail Code BB0405
                      Reading, PA 19612-6004
                      MAM & Co.                              Institutional       43.35%        42.66%           43.35%
                      c/o Kim Kutzer                           Shares
                      P.O. Box 16004
                      Mail Code BB0405
                      Reading, PA 19612-6004
                      National Financial Services              Retail            28.10%         0.43%           28.10%
                      Corporation for the Benefit              Shares
                      of our Customers
                      One World Financial Center
                      200 Liberty Street
                      4th Floor
                      New York, NY 10281-1003
                      State Street Bank & Trust Co.            Retail             6.81%         0.10%            6.81%
                      Cust for the Rollover IRA of             Shares
                      Bernard J. Daney
                      121 Ponds Lane
                      Wilmington, DE 19807-2129
Bond Fund             MAM & Co.                              Institutional       52.38%        51.92%           52.38%
                      c/o Kim Kutzer                           Shares
                      P.O. Box 16004
                      Mail Code BB0405
                      Reading, PA 19612-6004
                      MAM & Co.                              Institutional       41.96%        41.60%           41.96%
                      c/o Kim Kutzer                           Shares
                      P.O. Box 16004
                      Mail Code BB0405
                      Reading, PA 19612-6004
</TABLE>
    
 
                                       51
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                                           PERCENTAGE
                                                                                          PERCENTAGE       OF CLASS OF
                                                                                         OF CONTINUING         NEW
                                                                          PERCENTAGE       PORTFOLIO        COREFUNDS
                                                              CLASS OF     OF CLASS         SHARES          PORTFOLIO
CONTINUING                                                     SHARES      OWNED ON        OWNED ON         OWNED ON
PORTFOLIO             NAME AND ADDRESS                         OWNED      RECORD DATE     RECORD DATE     CONSUMMATION
- --------------------  -------------------------------------  ----------  -------------  ---------------  ---------------

<S>                   <C>                                    <C>         <C>            <C>              <C>
                      MAM & Co.                              Institutional        5.41%         5.36%            5.41%
                      c/o Kim Kutzer                           Shares
                      P.O. Box 16004
                      Mail Code BB0405
                      Reading, PA 19612-6004
                      National Financial Services              Retail            32.23%         2.31%           32.23%
                      Corporation for the Benefit              Shares
                      of our Customers
                      One World Financial Center
                      200 Liberty Street
                      4th Floor
                      New York, NY 10281-1003
                      Meridian Trust Company                   Retail             7.47%         0.05%            7.47%
                      Cust for the IRA Rollover of             Shares
                      Shiras E. Holmes
                      8761 W. Barkhurst Drive
                      Pittsburgh, PA 15237-4183
Short-Term Income     Jenny E. Yuninger                        Retail            96.80%         0.03%           96.80%
Fund                  12 Ocola Drive                           Shares
                      Paradise, PA 17562
                      MAM & Co.                              Institutional       61.61%        61.59%           61.61%
                      c/o Kim Kutzer                           Shares
                      P.O. Box 16004
                      Mail Code BB0405
                      Reading, PA 19612-6004
                      MAM & Co.                              Institutional       38.34%        38.32%           38.34%
                      c/o Kim Kutzer                           Shares
                      P.O. Box 16004
                      Mail Code BB0405
                      Reading, PA 19612-6004
</TABLE>
    
 
   
     At January 26, 1996, the trustees and officers of Conestoga, as a group,
owned less than 1% of the outstanding shares of each of the Conestoga
Portfolios. At January 26, 1996, the directors and officers of CoreFunds owned
less than 1% of the outstanding shares of each of the CoreFunds Portfolios.
    
 
   
     At January 26, 1996, the name, address and percentage of ownership of the
persons who owned of record 5% or more of any class of shares of the Existing
CoreFunds Portfolios, and the percentage of the respective share classes that
would be owned by those persons upon consummation of the Reorganizing Portfolios
Transaction based upon their holdings on January 26, 1996, are as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                                          PERCENTAGE
                                                                                         OF COREFUNDS
                                                                          PERCENTAGE       PORTFOLIO       PERCENTAGE
                                                              CLASS OF     OF CLASS         SHARES          OF CLASS
COREFUNDS                                                      SHARES      OWNED ON        OWNED ON         OWNED ON
PORTFOLIO             NAME AND ADDRESS                         OWNED      RECORD DATE     RECORD DATE     CONSUMMATION
- --------------------  -------------------------------------  ----------  -------------  ---------------  ---------------
<S>                   <C>                                    <C>         <C>            <C>              <C>
Cash Reserve Fund     Patterson & Co.                        Institutional       89.88%        87.02%           64.59%
                      Attn: Jim Quinlan                        Shares
                      P.O. Box 7618 FC9-1-17
                      Philadelphia, PA 19101-7618
                      Gloria Levin                           Individual         5.13%           0.16%            4.57%
                      2401 Pennsylvania Avenue                 Shares
                      Apt. 21B23
                      Philadelphia, PA 19130-3008
Tax-Free Reserve      Patterson & Co.                        Institutional       88.66%        86.03%           51.40%
Fund                  Attn: Jim Quinlan                        Shares
                      P.O. Box 7618 FC9-1-17
                      Philadelphia, PA 19101-7618
</TABLE>
    
 
                                       52
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                          PERCENTAGE
                                                                                         OF COREFUNDS
                                                                          PERCENTAGE       PORTFOLIO       PERCENTAGE
                                                              CLASS OF     OF CLASS         SHARES          OF CLASS
COREFUNDS                                                      SHARES      OWNED ON        OWNED ON         OWNED ON
PORTFOLIO             NAME AND ADDRESS                         OWNED      RECORD DATE     RECORD DATE     CONSUMMATION
- --------------------  -------------------------------------  ----------  -------------  ---------------  ---------------
<S>                   <C>                                    <C>         <C>            <C>              <C>
                      Leslie Edelman                         Individual        41.29%           1.23%           23.88%
                      288 Aquetog Road                         Shares
                      New Hope, PA 18938-1119
                      Harold D. McKemy                       Individual         7.08%           0.21%            4.09%
                      3 Bobolink Drive                         Shares
                      Wyomissing, PA 19610
                      William H. Simon, M.D.                 Individual         8.32%           0.25%            4.81%
                      255 S. 17th Street, 11th Floor           Shares
                      Philadelphia, PA 19103
Treasury Reserve      SRE Real Estate Fund                   Institutional      6.09%           5.83%            3.27%
Fund                  Attn: Audrey Hirshberg                   Shares
                      666 Fifth Avenue
                      New York, NY 10103
                      Patterson & Co.                        Institutional     59.10%          56.62%           31.72%
                      Attn: Jim Quinlan                        Shares
                      P.O. Box 7618 FC9-1-17
                      Philadelphia, PA 19101-7618
                      Mac & Co.                              Institutional      5.77%           5.53%            3.10%
                      Mellon Bank N.A.                         Shares
                      Mutual Funds Dept.
                      P.O. Box 320
                      Pittsburgh, PA 15230-0320
                      Hare & Co.                             Institutional     11.44%          10.96%            6.14%
                      Bank of New York                         Shares
                      Attn: STIF/Master Note
                      One Wall Street, 5th Floor
                      New York, NY 10286
                      Patterson & Co.                        Individual        46.59%           1.95%           45.06%
                      Attn: Jim Quinlan                        Shares
                      P.O. Box 7618 FC9-1-17
                      Philadelphia, PA 19101-7618
                      Collagenex, Inc.                       Individual        23.59%           0.99%           22.82%
                      301 S. State Street                      Shares
                      Newtown, PA 18940
Value Equity Fund     Patterson & Co.                        Institutional     66.15%          60.92%            5.51%
                      PNB Personal Trust Accounting            Shares
                      P.O. Box 7829
                      Philadelphia, PA 19101-7829
                      Patterson & Co.                        Institutional     24.70%          22.75%            2.06%
                      PNB Personal Trust Accounting            Shares
                      P.O. Box 7829
                      Philadelphia, PA 19101-7829
                      Joseph C. & Hilde Krallinger           Individual        13.61%           1.08%            3.70%
                      TTEES                                    Shares
                      Krallinger Family Trust
                      UAD 11/17/93
                      48872 Mariposa Drive
                      Palm Desert, CA 92260-6810
Intermediate Bond     Patterson & Co.                        Institutional     84.89%          81.86%           26.02%
Fund                  PNB Personal Trust Accounting            Shares
                      P.O. Box 7829
                      Philadelphia, PA 19101-7829
                      Patterson & Co.                        Institutional      6.23%           6.01%            1.91%
                      PNB Personal Trust Accounting            Shares
                      P.O. Box 7829
                      Philadelphia, PA 19101-7829
</TABLE>
    
 
                                       53
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                          PERCENTAGE
                                                                                         OF COREFUNDS
                                                                          PERCENTAGE       PORTFOLIO       PERCENTAGE
                                                              CLASS OF     OF CLASS         SHARES          OF CLASS
COREFUNDS                                                      SHARES      OWNED ON        OWNED ON         OWNED ON
PORTFOLIO             NAME AND ADDRESS                         OWNED      RECORD DATE     RECORD DATE     CONSUMMATION
- --------------------  -------------------------------------  ----------  -------------  ---------------  ---------------
<S>                   <C>                                    <C>         <C>            <C>              <C>
                      CoresStates Bank N.A. C/F IRA          Individual         5.01%           0.18%            3.11%
                      R/O of                                   Shares
                      Robert T. Mathie
                      60 Roselyn Drive
                      York, PA 17402-3232
                      CoreStates Bank N.A. C/F IRA of        Individual         5.06%           0.18%            3.14%
                      Donald A. Fleck                          Shares
                      32 Summit Circle
                      Churchville, PA 18966
Pennsylvania          Patterson & Co.                        Institutional     18.61%          17.34%            6.08%
Municipal Bond Fund   PNB Personal Trust Accounting            Shares
                      P.O. Box 7829
                      Philadelphia, PA 19101-7829
                      Patterson & Co.                        Institutional     16.89%          15.74%            5.52%
                      PNB Personal Trust Accounting            Shares
                      P.O. Box 7829
                      Philadelphia, PA 19101-7829
                      Dr. Vernon F. Alibert & Dolores        Institutional     64.49%          60.10%           21.08%
                      V. Alibert, JT WROS                      Shares
                      1420 Conchester Highway
                      Boothwyn, PA 19061
                      Peter L. Davis & Kathryn K.            Individual         8.50%           0.58%            1.97%
                      Davis JT TEN                             Shares
                      509 Manor House Lane
                      Huntingdon Valley, PA 19006
                      Harry S. Walmer & Margaret             Individual         5.66%           0.39%            1.31%
                      Walmer JT TEN                            Shares
                      590 Stracks Dam Road
                      Myerstown, PA 17067
                      Salvatore J. Alesi Sr. & Rose P.       Individual        76.74%           5.22%           17.75%
                      Alesi JT TEN                             Shares
                      284 Ellis Road
                      Havertown, PA 19083
Balanced Fund         Patterson & Co.                        Institutional     90.82%          87.56%           58.64%
                      PNB Personal Trust Accounting            Shares
                      P.O. Box 7829
                      Philadelphia, PA 19101-7829
                      Patterson & Co.                        Institutional      6.68%           6.44%            4.32%
                      PNB Personal Trust Accounting            Shares
                      P.O. Box 7829
                      Philadelphia, PA 19101-7829
                      CoreStates Bank N.A. C/F IRA of        Individual         5.51%           0.20%            5.35%
                      James E. Brown                           Shares
                      1025 Cross Road
                      Schwenksville, PA 19473
International Growth  Patterson & Co.                        Institutional      7.05%           6.93%            6.25%
Fund                  PNB Personal Trust Accounting            Shares
                      P.O. Box 7829
                      Philadelphia, PA 19101-7829
                      Patterson & Co.                        Institutional     49.91%          49.04%           44.24%
                      PNB Personal Trust Accounting            Shares
                      P.O. Box 7829
                      Philadelphia, PA 19101-7829
                      Patterson & Co.                        Institutional     41.46%          40.73%           36.75%
                      PNB Personal Trust Accounting            Shares
                      P.O. Box 7829
                      Philadelphia, PA 19101-7829
</TABLE>
    
 
                                       54
<PAGE>
   
<TABLE>
<CAPTION>

                                                                                          PERCENTAGE
                                                                                         OF COREFUNDS
                                                                          PERCENTAGE       PORTFOLIO       PERCENTAGE
                                                              CLASS OF     OF CLASS         SHARES          OF CLASS
COREFUNDS                                                      SHARES      OWNED ON        OWNED ON         OWNED ON
PORTFOLIO             NAME AND ADDRESS                         OWNED      RECORD DATE     RECORD DATE     CONSUMMATION
- --------------------  -------------------------------------  ----------  -------------  ---------------  ---------------
<S>                   <C>                                    <C>         <C>            <C>              <C>
                      Mark E. Stalnecker & Susan M.          Individual         8.70%           0.15%            8.58%
                      Stalnecker JT TEN                        Shares
                      9 Briarcrest Drive
                      Wallingford, PA 19086
</TABLE>
    
 
   
     At January 26, 1996, the name, address and share ownership of the persons
who owned of record 5% or more of CoreFunds' investment portfolios not involved
in the Reorganization were as follows:
    
 
   
<TABLE>
<CAPTION>

                                                                                                 PERCENTAGE
NAME AND ADDRESS                                                   FUND                         OF OWNERSHIP
- -----------------------------------------------  ----------------------------------------  -----------------------
<S>                                              <C>                                       <C>        
Patterson & Co.                                  Equity Index Fund                                    35.20%
PNB Personal Trust Accounting
P.O. Box 7829
Philadelphia, PA 19101-7829
Patterson & Co.                                  Equity Index Fund                                    48.32%
PNB Personal Trust Accounting
P.O. Box 7829
Philadelphia, PA 19101-7829
Patterson & Co.                                  Growth Equity Fund                                   88.82%
PNB Personal Trust Accounting
P.O. Box 7829
Philadelphia, PA 19101-7829
Patterson & Co.                                  Growth Equity Fund                                    6.78%
PNB Personal Trust Accounting
P.O. Box 7829
Philadelphia, PA 19101-7829
Patterson & Co.                                  Growth Equity Fund                                   13.63%
PNB Personal Trust Accounting
P.O. Box 7829
Philadelphia, PA 19101-7829
Patterson & Co.                                  Government Income Fund                               53.70%
PNB Personal Trust Accounting
P.O. Box 7829
Philadelphia, PA 19101-7829
Patterson & Co.                                  Government Income Fund                               46.24%
PNB Personal Trust Accounting
P.O. Box 7829
Philadelphia, PA 19101-7829
Corestates Bank NA C/F IRA of                    Government Income Fund                                5.36%
Salvatore M. Reyes
500 New Port Avenue
Ocean Gate, NJ 08740
Jean Taxin                                       Government Income Fund                                5.99%
5005 Woodbine Avenue
Philadelphia, PA 19131
Corestates Bank NA C/F IRA of                    Government Income Fund                                5.34%
Donald A. Fleck
32 Summit Circle
Churchville, PA 18966
</TABLE>

    
 
                                       55
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                                 PERCENTAGE
NAME AND ADDRESS                                                   FUND                         OF OWNERSHIP
- -----------------------------------------------  ----------------------------------------  -----------------------
<S>                                              <C>                                       <C>
Patterson & Co.                                  Intermediate Municipal Bond Fund                     80.46%
PNB Personal Trust Accounting
P.O. Box 7829
Philadelphia, PA 19101-7829
Patterson & Co.                                  Intermediate Municipal Bond Fund                     10.72%
PNB Personal Trust Accounting
P.O. Box 7829
Philadelphia, PA 19101-7829
Paine Webber FBO                                 Intermediate Municipal Bond Fund                      6.59%
M. Tegler A/C# PY01395B3
C/O NSCC New York
55 Water Street
New York, NY 10041
Joseph T. Oprocha &                              Intermediate Municipal Bond Fund                      6.74%
Theresa E. Oprocha JT TEN
107 Snyder Avenue
Philadelphia, PA 19148
Thomas Glenn                                     Intermediate Municipal Bond Fund                      5.30%
827 North 63rd Street
Philadelphia, PA 19151
Frank B. Holst &                                 Intermediate Municipal Bond Fund                      5.71%
E. Joan Holst JT TEN
2218 Oak Terrace
Lansdale, PA 19446
Salvatore J. Alesi, Sr. &                        Intermediate Municipal Bond Fund                      8.15%
Rose P. Alesi JT TEN
284 Ellis Road
Havertown, PA 19083
Patterson & Co.                                  Global Bond Fund                                     16.38%
PNB Personal Trust Accounting
P.O. Box 7829
Philadelphia, PA 19101-7829
Patterson & Co.                                  Global Bond Fund                                      5.46%
PNB Personal Trust Accounting
P.O. Box 7829
Philadelphia, PA 19101-7829
Patterson & Co.                                  Global Bond Fund                                     78.12%
PNB Personal Trust Accounting
P.O. Box 7829
Philadelphia, PA 19101-7829
James W. Jennings                                Global Bond Fund                                     25.07%
2000 One Logan Square
Philadelphia, PA 19103-6993
Corestates Bank NA C/F IRA of                    Global Bond Fund                                     14.81%
Allen Luke
17 Bennett Court
East Brunswick, NJ 08816
</TABLE>
    
 
                                       56
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                                 PERCENTAGE
NAME AND ADDRESS                                                   FUND                         OF OWNERSHIP
- -----------------------------------------------  ----------------------------------------  -----------------------
<S>                                              <C>                                       <C>
Corestates Bank NA C/F IRA of                    Global Bond Fund                                      9.29%
Patrick M. Carlomango
3124 Taft Road
Norristown, PA 19403
Corestates Bank NA C/F IRA of                    Global Bond Fund                                     31.77%
A. Gilbert Heebner
2 Etienne Arbordeau
Berwyn Baptist Road
Devon, PA 19333
Patterson & Co.                                  New Jersey Municipal Bond Fund                       44.30%
PNB Personal Trust Accounting
P.O. Box 7829
Philadelphia, PA 19101-7829
Patterson & Co.                                  New Jersey Municipal Bond Fund                       59.69%
PNB Personal Trust Accounting
P.O. Box 7829
Philadelphia, PA 19101-7829
Deborah L. Brett                                 New Jersey Municipal Bond Fund                       17.41%
Randall P. Brett JT TEN
7 Sherman Court
Plainsboro, NJ 08536-2332
Almira E. Brinser &                              New Jersey Municipal Bond Fund                       19.88%
Everett L. Brinser JT TEN
802 Chestnut Avenue
Laurel Springs, NJ 08021
Nathan J. Bershanoff                             New Jersey Municipal Bond Fund                       32.69%
5251 Garden Avenue
Pennsauken, NJ 08109
Nelson Martin                                    New Jersey Municipal Bond Fund                        9.58%
59 Hasting Lane
Willingboro, NJ 08046
Mary Manchur &                                   New Jersey Municipal Bond Fund                       20.27%
Jean Kent JT TEN
19 Thatchers Road
Frenchtown, NJ 08825
Patterson & Co.                                  Fiduciary Treasury Reserve Fund                     100.00%
Attn: Jim Quinlan
P.O. Box 7618 FC9-1-17
Philadelphia, PA 19101-7618
Patterson & Co.                                  Fiduciary Tax-Free Fund                             100.00%
Attn: Jim Quinlan
P.O. Box 7618 FC9-1-17
Philadelphia, PA 19101-7618
Patterson & Co.                                  Fiduciary Reserve Fund                              100.00%
Attn: Jim Quinlan
P.O. Box 7618 FC9-1-17
Philadelphia, PA 19101-7618
</TABLE>
    
 
     APPRAISAL RIGHTS.  Shareholders are not entitled to any rights of share
appraisal under Conestoga's Declaration of Trust or under the laws of the
Commonwealth of Massachusetts in
 
                                       57
<PAGE>
connection with the Reorganization. Shareholders have, however, the right to
redeem from Conestoga their Conestoga Portfolio shares at net asset value until
the Effective Time of the Reorganization, and thereafter shareholders may redeem
from CoreFunds the CoreFunds shares acquired by them in the Reorganization at
net asset value.
 
     QUORUM.  In the event that a quorum is not present at the Meeting, or in
the event that a quorum is present at the Meeting but sufficient votes to
approve the Reorganization Agreement and the transactions contemplated thereby
are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those shares
affected by the adjournment that are represented at the Meeting in person or by
proxy. If a quorum is present, the persons named as proxies will vote those
proxies which they are entitled to vote FOR the Reorganization Agreement, in
favor of such adjournments, and will vote those proxies required to be voted
AGAINST such proposals against any adjournment. A shareholder vote may be taken
with respect to one or more Conestoga Portfolios prior to any such adjournment
if sufficient votes have been received for approval with respect to any such
Conestoga Portfolio. A quorum is constituted with respect to a Conestoga
Portfolio by the presence in person or by proxy of the holders of more than 50%
of the outstanding shares of the Fund entitled to vote at the Meeting. Conestoga
proxies properly executed and marked with a negative vote or an abstention will
be considered to be present at the Meeting for the purposes of determining the
existence of a quorum for the transaction of business.
 
     ANNUAL MEETINGS.  CoreFunds does not presently intend to hold annual
meetings of shareholders for the election of directors and other business unless
and until such time as less than a majority of the directors holding office have
been elected by the shareholders, at which time the directors then in office
will call a shareholders' meeting for the election of directors. Shareholders
have the right to call a meeting of shareholders to consider the removal of one
or more directors or for other matters and such meetings will be called when
requested in writing by the holders of record of 10% or more of CoreFunds'
outstanding shares of common stock. To the extent required by law, CoreFunds
will assist in shareholder communications on such matters.
 
                     ADDITIONAL INFORMATION ABOUT COREFUNDS
 
   
     Information about the Existing CoreFunds Portfolios is included in the
Prospectuses accompanying this Combined Proxy Statement/Prospectus, which are
incorporated by reference herein. Additional information about these Portfolios
is included in their Statement of Additional Information dated November 1, 1995
which has been filed with the SEC. A copy of the Statement of Additional
Information may be obtained without charge by writing to CoreFunds c/o 680 East
Swedesford Road, Wayne, PA 19087, or by calling CoreFunds at 1-800-355-CORE.
CoreFunds is subject to the informational requirements of the Securities
Exchange Act of 1934 and the 1940 Act, as applicable, and, in accordance with
such requirements, files proxy materials, reports and other information with the
SEC. These materials can be inspected and copied at the Public Reference
Facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the offices of listed above and at the SEC's Regional Offices at 7
World Trade Center, Suite 1300, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can also be
obtained from the Public Reference Branch, Office of Consumer Affairs and
Information Services, Securities and Exchange Commission, Washington, D.C.
20549, at prescribed rates.
    
 
   
     The current directors and officers of CoreFunds will continue as directors
and officers following the Reorganization. Additionally, subject to the approval
of CoreFunds' shareholders, CoreFunds expects to add two additional directors
prior to the Reorganization. One of the nominees, Thomas J. Taylor, is currently
a trustee of Conestoga. Information concerning Mr. Taylor can be found below
under 'Additional Information About Conestoga.' The other nominee, Cheryl H.
Wade, is the Associate General Secretary and Treasurer, American Baptist
Churches. From 1990 until 1993, Ms. Wade was the Treasurer of the Ministers and
Missionaries Benefit Board, American Baptist Churches.
    
 
                                       58
<PAGE>
   
Ms. Wade is 48. The name and address of the current directors and officers, as
well as information concerning his or her principal occupations during the past
five years are set forth below.
    
 
   
<TABLE>
<CAPTION>

                                                      POSITION(S) HELD                   PRINCIPAL OCCUPATIONS
NAME AND ADDRESS                             AGE      WITH COREFUNDS                      DURING PAST 5 YEARS
- ---------------------------------------  -----------  -----------------------  -----------------------------------------
<S>                                      <C>          <C>                      <C>
Erin Anderson                                    40   Director                 Professor of Marketing, INSEAD,
INSEAD                                                                         Fountainebleu, France since 1994;
Boulevard de Constance                                                         Associate Professor of Marketing, The
77035 Fountainbleau                                                            Wharton School of the University of
Cedex, France                                                                  Pennsylvania until 1994.
Emil J. Mikity                                   67   Director                 Retired; Senior Vice President
302 Country Club Drive                                                         Investments, Atochem North America until
Wilmington, DE 19803                                                           1989.
George H. Strong                                 69   Director                 Financial Consultant.
946 Navesink Road
Locust, NJ 09760
David G. Lee                                     43   President                Senior Vice President of SFM and SFS
680 East Swedesford Road                                                       since 1993; Vice President of SFM and SFS
Wayne, PA 19087                                                                since 1991; President, GW Sierra Trust
                                                                               Funds prior to 1991.
Carmen V. Romeo                                  43   Treasurer, Assistant     Director, Executive Vice President, Chief
680 East Swedesford Road                              Secretary                Financial Officer and Treasurer of SEI
Wayne, PA 19087                                                                Corporation; Director and Treasurer of
                                                                               SFM and SFS.
James W. Jennings                                59   Secretary                Partner of the law firm of Morgan, Lewis
2000 One Logan Square                                                          & Bockius.
Philadelphia, PA 19103
Kevin P. Robins                                  34   Vice President,          Senior Vice President and General Counsel
680 East Swedesford Road                              Assistant Secretary      of SEI Corporation and SFS since 1994;
Wayne, PA 19087                                                                Vice President and Assistant Secretary of
                                                                               SFM and SFS, 1992-1994; Associate of the
                                                                               law firm of Morgan, Lewis & Bockius prior
                                                                               to 1992.
Sandra K. Orlow                                  42   Vice President,          Vice President and Assistant Secretary of
680 East Swedesford Road                              Assistant Secretary      SFM and SFS.
Wayne, PA 19087
Robert B. Carroll                                35   Vice President,          Vice President and Assistant Secretary of
680 East Swedesford Road                              Assistant Secretary      SEI Corporation, SFM and SFS since 1994.
Wayne, PA 19087                                                                United States Securities and Exchange
                                                                               Commission, Division of Investment
                                                                               Management, 1990-1994.
Kathryn L. Stanton                               37   Vice President,          Vice President and Assistant Secretary of
680 East Swedesford Road                              Assistant Secretary      SFM and SFS since 1994. Associate of the
Wayne, PA 19087                                                                law firm of Morgan, Lewis & Bockius
                                                                               before 1994.
</TABLE>
    
 
                                       59
<PAGE>
   
<TABLE>
<CAPTION>

                                                      POSITION(S) HELD                   PRINCIPAL OCCUPATIONS
NAME AND ADDRESS                             AGE      WITH COREFUNDS                      DURING PAST 5 YEARS
- ---------------------------------------  -----------  -----------------------  -----------------------------------------
<S>                                      <C>          <C>                      <C>
Richard J. Shoch                                 29   Vice President and       Vice President and Assistant Secretary of
680 East Swedesford Road                              Assistant Secretary      SEI Corporation since 1995; prior thereto
Wayne, PA 19087                                                                Regulatory Manager of SEI Corporation.
Joseph Lydon                                     36   Vice President and       Director of Business Administration of
680 East Swedesford Road                              Assistant Secretary      Fund Resources for SEI Corporation since
Wayne, PA 19087                                                                April 1995. Prior thereto, Vice President
                                                                               -- Dreman Value Management, LP and
                                                                               President -- Dreman Financial Services,
                                                                               Inc.
Stephen G. Meyer                                 30   Controller and Chief     Vice President and Controller -- Fund
680 East Swedesford Road                              Accounting Officer       Resources, a division of SEI Corporation;
Wayne, PA 19087                                                                Director -- Internal Audit and Risk
                                                                               Management -- SEI Corporation, 1992-1995.
                                                                               Coopers & Lybrand, Senior Associate,
                                                                               1990-1992.
</TABLE>
    
 
                     ADDITIONAL INFORMATION ABOUT CONESTOGA
 
     Information about Conestoga is incorporated herein by reference from its
Prospectuses dated February 21, 1995 (as revised through November 3, 1995) and
Statement of Additional Information, dated May 1, 1995 (as revised through
November 3, 1995), copies of which may be obtained without charge by writing or
calling Conestoga at the address and telephone number shown on the cover page of
this Combined Proxy Statement/Prospectus. Reports and other information filed by
Conestoga can be inspected and copied at the Public Reference Facilities
maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and
copies of such material can be obtained from the Public Reference Branch, Office
of Consumer Affairs and Information Services, Securities and Exchange
Commission, Washington, D.C. 20549, at prescribed rates.
 
     The name and address of each trustee and officer of Conestoga as well as
information concerning his or her principal occupations during the past five
years are as follows:

<TABLE>
<CAPTION>
                                                      POSITION(S) HELD                   PRINCIPAL OCCUPATIONS
NAME AND ADDRESS                                AGE   WITH CONESTOGA                      DURING PAST 5 YEARS
- ---------------------------------------         ---   -----------------------  -----------------------------------------
<S>                                             <C>   <C>                      <C>
Thomas J. Taylor                                 56   Chairman and Trustee     Consultant; Trustee, Community Heritage
1015 Darby Drive                                                               Fund
Yardley, PA 19067
Dominic S. Genuardi, Sr.*                        72   Trustee                  Retired; Chief Executive Officer,
805 East Germantown Pike                                                       Genuardi Supermarkets, Inc. until October
Norristown, PA 19401                                                           1990.
Steven I. Gross*                                 49   Trustee                  Managing Partner, Gross & Company
2655 Philmont Avenue                                                           (certified public accountants).
Huntingdon Valley, PA 19006
Robert C. Kingston                               67   Trustee                  Consultant; Member of the Special
1603 River Farm Drive                                                          Operations Policy Group of the Secretary
Alexandria, VA 22308                                                           of Defense; Director, Vinnell
                                                                               Corporation; Founder, Military
                                                                               Professional Resources, Inc.
</TABLE>
 
                                       60
<PAGE>
   
<TABLE>
<CAPTION>
                                                      POSITION(S) HELD                   PRINCIPAL OCCUPATIONS
NAME AND ADDRESS                                AGE   WITH CONESTOGA                      DURING PAST 5 YEARS
- ---------------------------------------         ---   -----------------------  -----------------------------------------
<S>                                             <C>   <C>                      <C>   
Dale E. Smith                                    65   Trustee                  Retired; Formerly President, Farm
230 West Washington Square                                                     Journal, Inc. until November 1995
Philadelphia, PA 19106
David G. Lee                                     43   President and Chief      Senior Vice President of SFM and SFS
680 East Swedesford Road                              Executive Officer        since 1993; Vice President Officer of SFM
Wayne, PA 19087                                                                and SFS since 1991; President of G.W.
                                                                               Sierra Trust Funds since 1991.
Sandra K. Orlow                                  42   Vice President and       Vice President and Assistant Secretary of
680 East Swedesford Road                              Assistant Secretary      SFM and SFS.
Wayne, PA 19087
Robert B. Carroll                                35   Vice President and       Vice President and Assistant Secretary of
680 East Swedesford Road                              Assistant Secretary      SEI Corporation, SFM and SFS since 1994.
Wayne, PA 19087                                                                United States Securities and Exchange
                                                                               Commission, Division of Investment
                                                                               Management, 1990-1994.
Kathryn L. Stanton                               37   Vice President and       Vice President and Assistant Secretary of
680 East Swedesford Road                              Assistant Secretary      SFM and SFS since 1994. Associate of the
Wayne, PA 19087                                                                law firm of Morgan, Lewis & Bockius
                                                                               before 1994.
Kevin P. Robins                                  34   Vice President and       Senior Vice President and General Counsel
680 East Swedesford Road                              Assistant Secretary      of SEI Corporation and SFS since 1994;
Wayne, PA 19087                                                                Vice President and Assistant Secretary of
                                                                               SFM and SFS, 1992-1994; Associate of the
                                                                               law firm of Morgan, Lewis & Bockius prior
                                                                               to 1992.
Henry S. Hilles, Jr.                             56   Secretary                Partner in the law firm of Drinker Biddle
1345 Chestnut Street                                                           & Reath.
Philadelphia, PA 19107
Stephen G. Meyer                                 30   Treasurer                Vice President and Controller -- Fund
680 East Swedesford Road                                                       Resources, a division of SEI; Director --
Wayne, PA 19087                                                                Internal Audit and Risk Management -- SEI
                                                                               Corporation, 1992-1995. Coopers &
                                                                               Lybrand, Senior Associate, 1990-1992.
</TABLE>
    
 
- ------------------
   
* May be deemed to be an 'interested person' of Conestoga as defined in the 1940
  Act.
    
                  ADDITIONAL INFORMATION ABOUT THE INVESTMENT
                            ADVISER AND SUB-ADVISER
 
     MIC's principal offices are located at 55 Valley Stream Parkway, Malvern,
Pennsylvania 19355. MIC is a wholly-owned subsidiary of Meridian Asset
Management, Inc., which is located at 55 Valley Stream Parkway, Malvern,
Pennsylvania 19355. Meridian Asset Management, Inc. is a wholly-owned subsidiary
of Meridian Bancorp, Inc., a regional multi-bank holding company located at 35
North Sixth Street, Reading, Pennsylvania 19603. MIC is registered as an
investment adviser under the Investment
 
                                       62
<PAGE>
Advisers Act of 1940. The current advisory contract was most recently submitted
for shareholder approval on February 28, 1991. MIC does not serve as investment
advisor to any other investment companies.
 
   
     At January 26, 1996, no persons beneficially owned 10% or more of any class
of issued and outstanding voting securities of Meridian Bancorp, Inc.
    
 
     The name and principal occupation of the directors and principal executive
officers of MIC are as follows:
 
                          MERIDIAN INVESTMENT COMPANY
 
   
<TABLE>
<CAPTION>

POSITION WITH MIC     NAME                         OTHER BUSINESS CONNECTION(S)          TYPE OF BUSINESS
- --------------------  ---------------------------  ------------------------------------  -----------------------
<S>                   <C>                          <C>                                   <C>
Director              George J. Baxter             Director,                             Asset
                                                   Meridian Asset Management, Inc.       Management
                                                   Trust Company
                                                   Meridian Trust Company,
                                                   P.O. Box 2000,
                                                   Valley Forge, PA 19482
                                                   Director,                             Trust Company
                                                   Delaware Trust Capital
                                                   Management, Inc.
                                                   Delaware Trust Company                Banking
                                                   900 Market Street
                                                   Wilmington, DE 19801
                                                   Senior Vice President                 Brokerage
                                                   Chicago Corporation
                                                   16 South Main Street
                                                   Yardley, PA 19067
Director              DeLight E. Breidegam, Jr.    President                             Battery
                                                   East Penn                             Manufacturing
                                                   Manufacturing Co., Inc.
                                                   Lyon Station, PA 19536
                                                   Director                              Bank
                                                   Meridian Bancorp, Inc.                Holding Co.
                                                   Meridian Bank                         Bank
                                                   35 North Sixth Street
                                                   Reading, PA 19603
                                                   Director
                                                   Meridian Asset                        Asset
                                                   Management, Inc.                      Management
                                                   Meridian Trust Company                Trust
                                                   P.O. Box 2000                         Company
                                                   Valley Forge, PA 19482
                                                   Director
                                                   Spotts, Stevens & McCoy               Engineering
                                                   345 N. Wyomissing Blvd.
                                                   Reading, PA 19610
President and         Philip H. Brown, II          Director
Director                                           Meridian Securities, Inc.             Broker-Dealer
                                                   35 North Sixth St.
                                                   Reading, PA 19603
Director              Walter J. Laird, Jr.         Senior Vice President                 Broker-Dealer
                                                   Dean Witter Reynolds, Inc.
                                                   P.O. Box 749
                                                   Wilmington, DE 19899
</TABLE>
    
 
                                       63
<PAGE>
   
<TABLE>
<CAPTION>
POSITION WITH MIC     NAME                         OTHER BUSINESS CONNECTION(S)          TYPE OF BUSINESS
- --------------------  ---------------------------  ------------------------------------  -----------------------
<S>                   <C>                          <C>                                   <C>
                                                   Director                              Investment
                                                   Wentz Corporation                     Management
                                                   707 Foulk Rd.
                                                   Suite 102
                                                   Wilmington, DE 19803-3700
                                                   Director                              Investment
                                                   Sinkler Corporation                   Management
                                                   707 Foulk Rd.
                                                   Suite 102
                                                   Wilmington, DE 19803-3700
                                                   Director                              Banking
                                                   Delaware Trust Company
                                                   900 Market Street
                                                   Wilmington, DE 19801
                                                   Director                              Trust Company
                                                   Delaware Trust
                                                   Capital Management
                                                   900 Market Street
                                                   Wilmington, DE 19801
                                                   Director                              Asset
                                                   Meridian Asset Management             Management
                                                   P.O. Box 2000
                                                   Valley Forge, PA 19482
Director              Nancy Pearlstine Conger,     182 Oaks Road                         Homemaker
                      C.F.P.                       Millington, NJ 07946
                                                   Director
                                                   Meridian Asset                        Asset
                                                   Management, Inc.                      Management
                                                   Meridian Trust Company                Trust
                                                   P.O. Box 2000                         Company
                                                   Valley Forge, PA 19482
Director              Sidney D. Kline, Jr.         Attorney and Principal
                                                   Stevens and Lee                       Law
                                                   607 Washington Street
                                                   Reading, PA 19601
                                                   Director
                                                   Meridian Bancorp, Inc.                Bank Holding
                                                   Meridian Bank                         Co. Bank
                                                   35 North Sixth Street
                                                   Reading, PA 19603
                                                   Director
                                                   Meridian Asset                        Asset
                                                   Management, Inc.                      Management
                                                   Meridian Trust Company                Trust
                                                   P.O. Box 2000                         Company
                                                   Valley Forge, PA 19482
                                                   Director
                                                   Meridian Title                        Title
                                                   Insurance Company                     Insurance
                                                   101 N. 6th Street
                                                   Reading, PA 19603
                                                   Director
                                                   American Title                        Title
                                                   Insurance Company                     Insurance
                                                   1101 Brickell Avenue
                                                   Miami, FL 33131
</TABLE>
    
 
                                       64
<PAGE>
   
<TABLE>
<CAPTION>
POSITION WITH MIC     NAME                         OTHER BUSINESS CONNECTION(S)          TYPE OF BUSINESS
- --------------------  ---------------------------  ------------------------------------  -----------------------
<S>                   <C>                          <C>                                   <C>
                                                   Director
                                                   Horrigan American, Inc.               Equipment
                                                   Flying Hills                          Leasing
                                                   Corporate Center
                                                   Reading, PA 19607
                                                   Director
                                                   Reading Eagle Company                 Newspaper
                                                   345 Penn Street
                                                   Reading, PA 19601
                                                   Director
                                                   FCP, Inc.                             Manufacturer
                                                   Flying Hills                          Building
                                                   Reading, PA 19607                     Material
                                                   Director
                                                   The Bachman Company                   Snack Food
                                                   50 N. 4th Street
                                                   Reading, PA 19601
Director              Blaine T. Phillips           Partner                               Law Firm
                                                   Potter Anderson & Corroon
                                                   350 Delaware Trust Building
                                                   P.O. Box 951
                                                   Wilmington, DE 19899
                                                   Director                              Banking
                                                   Delaware Trust Company
                                                   900 Market Street
                                                   Wilmington, DE 19801
                                                   Director                              Trust Company
                                                   Delaware Trust
                                                   Capital Management
                                                   900 Market Street
                                                   Wilmington, DE 19801
                                                   Director                              Trust Company
                                                   Meridian Trust Company
                                                   P.O. Box 2000
                                                   Valley Forge, PA 19482
                                                   Director                              Asset
                                                   Meridian Asset Management             Management
                                                   P.O. Box 2000
                                                   Valley Forge, PA 19482
Director              George Strawbridge, Jr.      Owner                                 Thoroughbred
                                                   Augustine Stables                     Racing and
                                                   3801 Kennett Pike                     Breeding
                                                   Suite 100-B
                                                   Wilmington, DE 19807
                                                   Director                              Foods
                                                   Campbell Soup Company
                                                   Campbell Place
                                                   Camden, NJ 08101
                                                   Partner                               Venture
                                                   Philadelphia Ventures                 Capital
                                                   200 S. Broad Street
                                                   Philadelphia, PA 19102
                                                   Co-owner                              Survey
                                                   GAR, Inc.                             Company
                                                   3801 Kennett Pike
                                                   Suite 100-B
                                                   Wilmington, DE 19807
</TABLE>
    
 
                                       65
<PAGE>
   
<TABLE>
<CAPTION>
POSITION WITH MIC     NAME                         OTHER BUSINESS CONNECTION(S)          TYPE OF BUSINESS
- --------------------  ---------------------------  ------------------------------------  -----------------------
<S>                   <C>                          <C>                                   <C>
                                                   Co-owner                              Survey
                                                   Keystone Aerial                       Company
                                                   Surveys
                                                   P.O. Box 21059
                                                   Philadelphia, PA 19114
                                                   Director                              National
                                                   Niagara Frontier                      Hockey
                                                   Hockey Corporation                    League
                                                   140 Main Street
                                                   Buffalo, NY 14202
                                                   Director                              Banking
                                                   Delaware Trust Company
                                                   900 Market Street
                                                   Wilmington, DE 19801
                                                   Director                              Trust Company
                                                   Delaware Trust
                                                   Capital Management
                                                   900 Market Street
                                                   Wilmington, DE 19801
                                                   Director                              Bank Holding
                                                   Meridian Bancorp,                     Company, Inc.
                                                   Meridian Bank
                                                   35 North Sixth Street
                                                   Reading, PA 19603
Senior                Craig A. Moyer               None
Investment
Manager
Senior                Joseph E. Stocke             None
Investment
Manager
Assistant             Cathy L. Rahab               None
Vice
President
Vice                  Leslie M. Varrelman          None
President
Investment            Christine M. Frampton        None
Officer
</TABLE>
    
 
                                       66
<PAGE>
     Marvin and Palmer's principal offices are located at 1201 N. Market Street,
Suite 2300, Wilmington, Delaware 19801. Marvin and Palmer is a privately held
company owned by Messrs. Marvin, Palmer and twenty one other holders. Marvin and
Palmer is registered as an investment adviser under the Investment Advisers Act
of 1940.
 
     The table below sets forth information concerning other investment
companies that have similar investment objectives for which Marvin and Palmer
act as investment adviser or sub-adviser.
 
<TABLE>
<CAPTION>
                                            NET ASSET
                                              AS OF                              ANNUAL FEE
     NAME OF INVESTMENT COMPANY         DECEMBER 27, 1995               (BASED ON AVERAGE NET ASSETS)
- ------------------------------------  ---------------------  ---------------------------------------------------
<S>                                   <C>                    <C>
First American International Fund         $1.3 million       .75% of the first $100 million of the Fund's
                                                             average daily net assets, .70% of the next $100
                                                             million of the Fund's average daily net assets,
                                                             .65% of the third $100 million of the Fund's
                                                             average daily net assets, and .60% of the Fund's
                                                             average daily net assets in excess of $300 million.
</TABLE>
 
     SFM serves as administrator and SFC serves as distributor for both
Conestoga and CoreFunds. The principal address of SFM and SFC is 680 East
Swedesford Road, Wayne, Pennsylvania 19087.
 
                                   LITIGATION
 
     Neither Conestoga nor CoreFunds is involved in any litigation that would
have any material adverse financial effect upon either the Conestoga Portfolios
or the CoreFunds Portfolios.
 
                              FINANCIAL HIGHLIGHTS
 
     CONESTOGA FINANCIAL HIGHLIGHTS. The tables set forth below present
financial information for the Institutional Shares and Retail Shares of the
Conestoga Cash Management, Tax-Free, U.S. Treasury Securities, Equity, Special
Equity, Bond, Intermediate Income, Pennsylvania Tax-Free Bond, Balanced,
Short-Term Income and International Equity Portfolios. This information is
derived from the Conestoga Portfolios' audited financial statements for the
fiscal year ended October 31, 1995. The data should be read in conjunction with
the audited financial statements and related notes which are included in the
Statement of Additional Information related to this Combined Proxy
Statement/Prospectus. The financial highlights for the Conestoga Portfolios for
prior periods are contained in Conestoga's Prospectuses dated February 21, 1995,
as supplemented November 3, 1995, and the financial statements for the Conestoga
Portfolios for prior periods are contained in Conestoga's Annual Report to
Shareholders and are incorporated by reference into Conestoga's Statement of
Additional Information dated May 1, 1995 (as revised November 3, 1995), which
Prospectuses and Statement of Additional Information are incorporated herein by
reference.
 
                                       67
<PAGE>
              SELECTED DATA FOR A CONESTOGA SHARE OF CAPITAL STOCK
                  OUTSTANDING THROUGHOUT THE PERIOD INDICATED:
 
                              CASH MANAGEMENT FUND
 
   
<TABLE>
<CAPTION>


                                                                                           FISCAL YEAR ENDED
                                                                                            OCTOBER 31, 1995
                                                                                         ----------------------
                                                                                         INSTITUTIONAL  RETAIL
                                                                                           SHARES      SHARES
                                                                                         -----------  ---------
<S>                                                                                      <C>          <C>
Net Asset Value, beginning of period...................................................       $1.00       $1.00
Net Investment Income..................................................................         .05         .05
Net Realized and Unrealized Gain/(Loss) on Investments.................................          --          --
Dividends to Shareholders from Net Investment Income...................................        (.05)       (.05)
Distributions to Shareholders from Net Realized Gain on Investment Transactions........          --          --
Total Distributions....................................................................        (.05)       (.05)
Net Asset Value, end of period.........................................................       $1.00       $1.00
Total Return...........................................................................        5.43%       5.25%
Net Assets, end of period (000's omitted)..............................................   $ 234,520   $   3,358
Ratio of Expenses to Average Net Assets................................................         .56%        .74%
Ratio of Net Investment Income to Average Net Assets...................................        5.32%       5.16%
Ratio of Expenses to Average Net Assets (Excluding Waivers)............................         .79%        .97%
Ratio of Net Investment Income to Average
  Net Assets (Excluding Waivers).......................................................        5.09%       4.93%
</TABLE>
    
 
              SELECTED DATA FOR A CONESTOGA SHARE OF CAPITAL STOCK
                  OUTSTANDING THROUGHOUT THE PERIOD INDICATED:
 
                                 TAX-FREE FUND
 
   
<TABLE>
<CAPTION>
                                                                                           FISCAL YEAR ENDED
                                                                                            OCTOBER 31, 1995
                                                                                         ----------------------
                                                                                         INSTITUTIONAL  RETAIL
                                                                                           SHARES      SHARES
                                                                                         -----------  ---------
<S>                                                                                      <C>          <C>
Net Asset Value, beginning of period...................................................       $1.00       $1.00
Net Investment Income..................................................................         .03         .03
Net Realized and Unrealized Gain/(Loss) on Investments.................................          --          --
Dividends to Shareholders from Net Investment Income...................................        (.03)       (.03)
Distributions to Shareholders from Net Realized Gain on Investment Transactions........          --          --
Total Distributions....................................................................        (.03)       (.03)
Net Asset Value, end of period.........................................................       $1.00       $1.00
Total Return...........................................................................        3.43%       3.39%
Net Assets, end of period (000's omitted)..............................................     $60,509   $   1,282
Ratio of Expenses to Average Net Assets................................................         .46%        .48%
Ratio of Net Investment Income to Average Net Assets...................................        3.37%       3.35%
Ratio of Expenses to Average Net Assets (Excluding Waivers)............................         .83%        .88%
Ratio of Net Investment Income to Average
  Net Assets (Excluding Waivers).......................................................        3.00%       2.95%
</TABLE>
    
 
                                       67
<PAGE>
              SELECTED DATA FOR A CONESTOGA SHARE OF CAPITAL STOCK
                  OUTSTANDING THROUGHOUT THE PERIOD INDICATED:
 
                         U.S. TREASURY SECURITIES FUND
 
   
<TABLE>
<CAPTION>
                                                                                           FISCAL YEAR ENDED
                                                                                            OCTOBER 31, 1995
                                                                                         ----------------------
                                                                                         INSTITUTIONAL  RETAIL
                                                                                           SHARES      SHARES
                                                                                         -----------  ---------
<S>                                                                                      <C>          <C>
Net Asset Value, beginning of period...................................................       $1.00       $1.00
Net Investment Income..................................................................         .05         .05
Net Realized and Unrealized Gain/(Loss) on Investments.................................          --          --
Dividends to Shareholders from Net Investment Income...................................        (.05)       (.05)
Distributions to Shareholders from Net Realized Gain on Investment Transactions........          --          --
Total Distributions....................................................................        (.05)       (.05)
Net Asset Value, end of period.........................................................       $1.00       $1.00
Total Return...........................................................................        5.27%       5.16%
Net Assets, end of period (000's omitted)..............................................   $ 444,529        $730
Ratio of Expenses to Average Net Assets................................................         .62%        .73%
Ratio of Net Investment Income to Average Net Assets...................................        5.14%       5.26%
Ratio of Expenses to Average Net Assets (Excluding Waivers)............................         .78%        .79%
Ratio of Net Investment Income to Average Net Assets (Excluding Waivers)...............        4.98%       5.20%
</TABLE>
    
 
              SELECTED DATA FOR A CONESTOGA SHARE OF CAPITAL STOCK
                  OUTSTANDING THROUGHOUT THE PERIOD INDICATED:
 
                                  EQUITY FUND
 
   
<TABLE>
<CAPTION>
                                                                                           FISCAL YEAR ENDED
                                                                                            OCTOBER 31, 1995
                                                                                         ----------------------
                                                                                         INSTITUTIONAL  RETAIL
                                                                                           SHARES      SHARES
                                                                                         -----------  ---------
<S>                                                                                      <C>          <C>
Net Asset Value, beginning of period...................................................      $15.00      $15.00
Net Investment Income..................................................................         .19         .18
Net Realized and Unrealized Gain/(Loss) on Investments.................................        2.87        2.87
Dividends to Shareholders from Net Investment Income...................................        (.19)       (.17)
Distributions to Shareholders from Net Realized Gain on Investment Transactions........        (.80)       (.80)
Total Distributions....................................................................        (.99)       (.97)
Net Asset Value, end of period.........................................................      $17.07   $   17.08
Total Return*..........................................................................       22.00%      21.94%
Net Assets, end of period (000's omitted)..............................................   $ 378,352   $   6,591
Ratio of Expenses to Average Net Assets................................................        1.05%       1.34%
Ratio of Net Investment Income to Average Net Assets...................................        1.44%       1.23%
Ratio of Expenses to Average Net Assets (Excluding Waivers)............................        1.10%       1.53%
Ratio of Net Investment Income to Average Net Assets (Excluding Waivers)...............       1.447%       1.04%
Portfolio turnover rate................................................................         119%        119%
</TABLE>
    
 
- ------------------
   
* Total Return figures do not reflect applicable sales loads.
    
 
                                       68
<PAGE>
              SELECTED DATA FOR A CONESTOGA SHARE OF CAPITAL STOCK
                  OUTSTANDING THROUGHOUT THE PERIOD INDICATED:
 
                              SPECIAL EQUITY FUND
 
   
<TABLE>
<CAPTION>
                                                                                           FISCAL YEAR ENDED
                                                                                            OCTOBER 31, 1995
                                                                                         ----------------------
                                                                                         INSTITUTIONAL  RETAIL
                                                                                           SHARES      SHARES
                                                                                         -----------  ---------
<S>                                                                                      <C>          <C>
Net Asset Value, beginning of period...................................................       $9.37       $9.37
Net Investment Income..................................................................         .12         .12
Net Realized and Unrealized Gain/(Loss) on Investments.................................        2.12        2.12
Dividends to Shareholders from Net Investment Income...................................        (.12)       (.12)
Distributions to Shareholders from Net Realized Gain on Investment Transactions........        (.07)       (.07)
Total Distributions....................................................................        (.19)       (.19)
Net Asset Value, end of period.........................................................      $11.42   $   11.42
Total Return*..........................................................................       24.44%      24.44%
Net Assets, end of period (000's omitted)..............................................     $57,396        $734
Ratio of Expenses to Average Net Assets................................................         .32%        .27%
Ratio of Net Investment Income to Average Net Assets...................................        1.14%       1.29%
Ratio of Expenses to Average Net Assets (Excluding Waivers)............................        1.97%       2.24%
Ratio of Net Investment Income to Average Net Assets (Excluding Waivers)...............        (.51)%      (.68)%
Portfolio turnover rate................................................................         129%        129%
</TABLE>
    
 
              SELECTED DATA FOR A CONESTOGA SHARE OF CAPITAL STOCK
                  OUTSTANDING THROUGHOUT THE PERIOD INDICATED:
 
                                   BOND FUND
 
   
<TABLE>
<CAPTION>
                                                                                           FISCAL YEAR ENDED
                                                                                            OCTOBER 31, 1995
                                                                                         ----------------------
                                                                                         INSTITUTIONAL  RETAIL
                                                                                           SHARES      SHARES
                                                                                         -----------  ---------
<S>                                                                                      <C>          <C>
Net Asset Value, beginning of period...................................................       $9.81       $9.81
Net Investment Income..................................................................         .61         .60
Net Realized and Unrealized Gain/(Loss) on Investments.................................         .71         .72
Dividends to Shareholders from Net Investment Income...................................        (.58)       (.57)
Distributions to Shareholders from Net Realized Gain on Investment Transactions........          --          --
Total Distributions....................................................................        (.58)       (.57)
Net Asset Value, end of period.........................................................      $10.55   $   10.56
Total Return*..........................................................................       13.87%      13.83%
Net Assets, end of period (000's omitted)..............................................   $ 194,442   $   1,373
Ratio of Expenses to Average Net Assets................................................         .71%        .97%
Ratio of Net Investment Income to Average Net Assets...................................        6.09%       6.02%
Ratio of Expenses to Average Net Assets (Excluding Waivers)............................        1.12%       1.44%
Ratio of Net Investment Income to Average Net Assets (Excluding Waivers)...............        5.68%       5.55%
Portfolio turnover rate................................................................         352%        352%
</TABLE>
    
 
- ------------------
   
* Total Return figures do not reflect applicable sales loads.
    
 
                                       69
<PAGE>
              SELECTED DATA FOR A CONESTOGA SHARE OF CAPITAL STOCK
                  OUTSTANDING THROUGHOUT THE PERIOD INDICATED:
 
                            INTERMEDIATE INCOME FUND
 
   
<TABLE>
<CAPTION>
                                                                                           FISCAL YEAR ENDED
                                                                                            OCTOBER 31, 1995
                                                                                         ----------------------
                                                                                         INSTITUTIONAL  RETAIL
                                                                                           SHARES      SHARES
                                                                                         -----------  ---------
<S>                                                                                      <C>          <C>
Net Asset Value, beginning of period...................................................      $10.27      $10.27
Net Investment Income..................................................................         .57         .55
Net Realized and Unrealized Gain/(Loss) on Investments.................................         .42         .44
Dividends to Shareholders from Net Investment Income...................................        (.55)       (.54)
Distributions to Shareholders from Net Realized Gain on Investment Transactions........          --          --
Total Distributions....................................................................        (.55)       (.54)
Net Asset Value, end of period.........................................................      $10.71   $   10.72
Total Return*..........................................................................        9.92%       9.90%
Net Assets, end of period (000's omitted)..............................................   $ 138,243   $   1,230
Ratio of Expenses to Average Net Assets................................................         .64%        .93%
Ratio of Net Investment Income to Average Net Assets...................................        5.72%       5.47%
Ratio of Expenses to Average Net Assets (Excluding Waivers)............................        1.15%       1.51%
Ratio of Net Investment Income to Average Net Assets (Excluding Waivers)...............        5.21%       4.89%
Portfolio turnover rate................................................................         260%        260%
</TABLE>
    
 
              SELECTED DATA FOR A CONESTOGA SHARE OF CAPITAL STOCK
                  OUTSTANDING THROUGHOUT THE PERIOD INDICATED:
 
                        PENNSYLVANIA TAX-FREE BOND FUND
 
   
<TABLE>
<CAPTION>

                                                                                           FISCAL YEAR ENDED
                                                                                            OCTOBER 31, 1995
                                                                                         ----------------------
                                                                                         INSTITUTIONAL  RETAIL
                                                                                           SHARES      SHARES
                                                                                         -----------  ---------
<S>                                                                                      <C>          <C>
Net Asset Value, beginning of period...................................................       $9.56       $9.56
Net Investment Income..................................................................         .47         .47
Net Realized and Unrealized Gain/(Loss) on Investments.................................         .67         .67
Dividends to Shareholders from Net Investment Income...................................        (.46)       (.46)
Distributions to Shareholders from Net Realized Gain on Investment Transactions........        (.01)       (.01)
Total Distributions....................................................................        (.47)       (.47)
Net Asset Value, end of period.........................................................      $10.23   $   10.23
Total Return*..........................................................................       12.30%      12.30%
Net Assets, end of period (000's omitted)..............................................      $5,977        $820
Ratio of Expenses to Average Net Assets................................................         .51%        .51%
Ratio of Net Investment Income to Average Net Assets...................................        4.64%       4.64%
Ratio of Expenses to Average Net Assets (Excluding Waivers)............................        1.65%       1.62%
Ratio of Net Investment Income to Average Net Assets (Excluding Waivers)...............        3.50%       3.53%
Portfolio turnover rate................................................................          15%         15%
</TABLE>
    
 
- ------------------
   
* Total Return figures do not reflect applicable sales loads.
    
 
                                       70
<PAGE>
              SELECTED DATA FOR A CONESTOGA SHARE OF CAPITAL STOCK
                  OUTSTANDING THROUGHOUT THE PERIOD INDICATED:
 
                                 BALANCED FUND
 
   
<TABLE>
<CAPTION>
                                                                                           FISCAL YEAR ENDED
                                                                                            OCTOBER 31, 1995
                                                                                         ----------------------
                                                                                         INSTITUTIONAL  RETAIL
                                                                                           SHARES      SHARES
                                                                                         -----------  ---------
<S>                                                                                      <C>          <C>
Net Asset Value, beginning of period...................................................      $10.00       $9.97
Net Investment Income..................................................................         .12         .11
Net Realized and Unrealized Gain/(Loss) on Investments.................................         .37         .42
Dividends to Shareholders from Net Investment Income...................................        (.11)       (.11)
Distributions to Shareholders from Net Realized Gain on Investment Transactions........          --          --
Total Distributions....................................................................        (.11)       (.11)
Net Asset Value, end of period.........................................................      $10.38   $   10.39
Total Return*+.........................................................................        4.89%       5.27%
Net Assets, end of period (000's omitted)..............................................      38,494         $69
Ratio of Expenses to Average Net Assets+...............................................         .82%       1.07%
Ratio of Net Investment Income to Average Net Assets+..................................        3.66%       3.37%
Ratio of Expenses to Average Net Assets (Excluding Waivers)+...........................        1.07%       1.32%
Ratio of Net Investment Income to Average Net Assets (Excluding Waivers)+..............        3.41%       3.12%
Portfolio turnover rate................................................................          65%         65%
</TABLE>
    
 
              SELECTED DATA FOR A CONESTOGA SHARE OF CAPITAL STOCK
                  OUTSTANDING THROUGHOUT THE PERIOD INDICATED:
 
                             SHORT-TERM INCOME FUND
 
   
<TABLE>
<CAPTION>
                                                                                           FISCAL YEAR ENDED
                                                                                            OCTOBER 31, 1995
                                                                                         ----------------------
                                                                                         INSTITUTIONAL  RETAIL
                                                                                           SHARES      SHARES
                                                                                         -----------  ---------
<S>                                                                                      <C>          <C>
Net Asset Value, beginning of period...................................................      $10.00      $10.01
Net Investment Income..................................................................         .25         .23
Net Realized and Unrealized Gain/(Loss) on Investments.................................         .03         .02
Dividends to Shareholders from Net Investment Income...................................        (.23)       (.22)
Distributions to Shareholders from Net Realized Gain on Investment Transactions........          --          --
Total Distributions....................................................................        (.23)       (.22)
Net Asset Value, end of period.........................................................      $10.05   $   10.04
Total Return*+.........................................................................        2.87%       2.57%
Net Assets, end of period (000's omitted)..............................................     $36,059         $11
Ratio of Expenses to Average Net Assets+...............................................         .63%        .88%
Ratio of Net Investment Income to Average Net Assets+..................................        5.43%       5.05%
Ratio of Expenses to Average Net Assets (Excluding Waivers)+...........................        1.08%       1.33%
Ratio of Net Investment Income to Average Net Assets (Excluding Waivers)+..............        4.98%       4.60%
Portfolio turnover rate................................................................          40%         40%
</TABLE>
    
 
- ------------------
   
* Total Return figures do not reflect applicable sales loads.
    
   
+ Annualized.
    
 
                                       71
<PAGE>
              SELECTED DATA FOR A CONESTOGA SHARE OF CAPITAL STOCK
                  OUTSTANDING THROUGHOUT THE PERIOD INDICATED:
 
                           INTERNATIONAL EQUITY FUND
 
   
<TABLE>
<CAPTION>
                                                                                           FISCAL YEAR ENDED
                                                                                            OCTOBER 31, 1995
                                                                                         ----------------------
                                                                                         INSTITUTIONAL  RETAIL
                                                                                           SHARES      SHARES
                                                                                         -----------  ---------
<S>                                                                                      <C>          <C>
Net Asset Value, beginning of period...................................................      $10.00      $10.00
Net Investment Income..................................................................          --       (0.01)
Net Realized and Unrealized Gain/(Loss) on Investments.................................        1.01        1.00
Dividends to Shareholders from Net Investment Income...................................          --          --
Distributions to Shareholders from Net Realized Gain on Investment Transactions........          --          --
Total Distributions....................................................................          --          (0)
Net Asset Value, end of period.........................................................      $11.01   $   10.99
Total Return*+.........................................................................       10.10%       9.90%
Net Assets, end of period (000's omitted)..............................................     $13,372          $9
Ratio of Expenses to Average Net Assets+...............................................        1.88%       2.13%
Ratio of Net Investment Income to Average Net Assets+..................................        (.10)%      (.69)%
Ratio of Expenses to Average Net Assets (Excluding Waivers)+...........................        1.88%       2.26%
Ratio of Net Investment Income to Average Net Assets (Excluding Waivers)+..............        (.10)%      (.83)%
Portfolio turnover rate................................................................          23%         23%
</TABLE>
    
 
- ------------------
   
* Total Return figures do not reflect applicable sales loads.
    
   
+ Annualized.
    
 
                                       72
<PAGE>
                              FINANCIAL STATEMENTS
 
     The financial statements for the Conestoga Portfolios for the fiscal year
ended October 31, 1995, are included in the Statement of Additional Information
related to this Combined Proxy Statement/Prospectus. The financial highlights
and the financial statements for Institutional and Individual shares of the
Existing CoreFunds Portfolios for the fiscal year ended June 30, 1995 are
contained in CoreFunds' Annual Report to Shareholders and in CoreFunds'
Prospectuses and Statement of Additional Information dated November 1, 1995,
each of which is incorporated by reference in this Combined Proxy
Statement/Prospectus.
 
     The financial statements for the Conestoga Portfolios as of October 31,
1995, and the related statements of operations, changes in net assets and
financial highlights for the periods indicated in the financial statements
contained in Conestoga's Annual Report and incorporated by reference in this
Combined Proxy/Prospectus, have been incorporated herein in reliance on the
reports of Coopers & Lybrand L.L.P., independent auditors, given on the
authority of that firm as experts in accounting and auditing.
 
     The financial statements of the Existing CoreFunds Portfolios as of June
30, 1995, and the related statements of operations, changes in net assets and
financial highlights for the periods indicated in the financial statements are
included in CoreFunds' Prospectuses and contained in CoreFunds' Statement of
Additional Information, and incorporated by reference in this Combined
Proxy/Prospectus, have been incorporated by reference herein in reliance on the
reports of Ernst & Young LLP, independent auditors, given on the authority of
that firm as experts in accounting and auditing.
 
                                 OTHER BUSINESS
 
     Conestoga's Board knows of no other business to be brought before the
Meeting. However, if any other matters come before the Meeting, it is the
intention that proxies which do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named in the enclosed form of proxy.
 
                             SHAREHOLDER INQUIRIES
 
     Shareholder inquiries may be addressed to Conestoga in writing at the
address on the cover page of this Combined Proxy Statement/Prospectus or by
telephoning 1-800-344-2716.
 
                            ------------------------
 
     SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE REQUESTED
TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
 
                                       73
<PAGE>
                                   APPENDIX I
 
   
                             AGREEMENT AND PLAN OF
                                 REORGANIZATION
                                 BY AND BETWEEN
                                COREFUNDS, INC.
                                      AND
                           CONESTOGA FAMILY OF FUNDS
                             DATED FEBRUARY 8, 1996
    
<PAGE>
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>

                                                                                                              PAGE
                                                                                                            ---------
 
<S>        <C>                                                                                              <C>
       I.  Transfer of Assets of Conestoga Portfolios.....................................................        A-1
 
      II.  Liquidating Distributions and Termination of Conestoga.........................................        A-4
 
     III.  Valuation Times................................................................................        A-4
 
      IV.  Certain Representations, Warranties and Agreements of Conestoga................................        A-4
 
       V.  Certain Representations, Warranties and Agreements of CoreFunds................................        A-6
 
      VI.  Shareholder Action on Behalf of the Acquired Funds.............................................        A-7
 
     VII.  N-14 Registration Statement and Proxy Solicitation Materials...................................        A-8
 
    VIII.  Effective Times of the Reorganization..........................................................        A-8
 
      IX.  CoreFunds Conditions...........................................................................        A-8
 
       X.  Conestoga Conditions...........................................................................       A-10
 
      XI.  Tax Documents..................................................................................       A-11
 
     XII.  Finder's Fees..................................................................................       A-12
 
    XIII.  Announcements..................................................................................       A-12
 
     XIV.  Further Assurances.............................................................................       A-12
 
      XV.  Termination of Representations and Warranties..................................................       A-12
 
     XVI.  Termination of Agreement.......................................................................       A-12
 
    XVII.  Amendment and Waiver...........................................................................       A-12
 
   XVIII.  Governing Law..................................................................................       A-12
 
     XIX.  Successors and Assigns.........................................................................       A-13
 
      XX.  Beneficiaries..................................................................................       A-13
 
     XXI.  Conestoga Liability............................................................................       A-13
 
    XXII.  Notices........................................................................................       A-13
 
   XXIII.  Expenses.......................................................................................       A-14
 
    XXIV.  Entire Agreement...............................................................................       A-14
 
     XXV.  Counterparts...................................................................................       A-14
</TABLE>
    
 
<PAGE>
                      AGREEMENT AND PLAN OF REORGANIZATION
 
   
     AGREEMENT AND PLAN OF REORGANIZATION made as of February 8, 1996 between
COREFUNDS, INC., a Maryland corporation ('CoreFunds'), and CONESTOGA FAMILY of
FUNDS, a Massachusetts business trust ('Conestoga').
    
 
     WHEREAS, the parties desire that substantially all of the known assets and
liabilities of Conestoga's portfolios be transferred to, and be acquired and
assumed by, certain CoreFunds portfolios in exchange for Individual Shares or
Institutional Shares of the CoreFunds portfolios which shall thereafter be
distributed by Conestoga to the holders of Retail Shares or Institutional Shares
of its portfolios, all as described in this Agreement (the 'Reorganization');
 
     WHEREAS, the parties intend that the CoreFunds Special Equity Fund, Bond
Fund and Short-Term Income Fund portfolios will have nominal assets and
liabilities before the Reorganization and will continue the investment
operations of the Conestoga Special Equity Fund, Bond Fund and Short-Term Income
Fund (the 'Continuing Funds'), respectively, after the Reorganization;
 
     WHEREAS, the Reorganization with respect to Conestoga's Cash Management
Fund, Tax-Free Fund, U.S. Treasury Securities Fund, Equity Fund, Intermediate
Income Fund, Pennsylvania Tax-Free Bond Fund, Balanced Fund and International
Equity Fund (the 'Reorganizing Funds') shall occur on a date that is prior to
the Reorganization with respect to the Continuing Funds;
 
     WHEREAS, the parties intend that the transfers of assets, assumptions of
liabilities, and distributions of Individual Shares or Institutional Shares, as
the case may be, be treated as tax-free reorganizations under Section
368(a)(1)(C), 368(a)(1)(D), or 368(a)(1)(F) of the Internal Revenue Code of
1986, as amended (the 'Code'); and
 
     WHEREAS, the parties intend that in connection with the Reorganization each
of the Conestoga portfolios shall be terminated and Conestoga shall be
terminated under state law and deregistered as described in this Agreement.
 
     NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and subject to the terms and conditions hereof, and
intending to be legally bound hereby, CoreFunds and Conestoga agree as follows:
 
     I. Transfer of Assets of Conestoga Portfolios.
 
     1.01 (a) At the Effective Time of the Reorganization (as defined in Article
              VIII) with respect to each of the Conestoga portfolios (each, an
              'Acquired Fund'), all property of every description, and all
              interests, rights, privileges and powers of each Acquired Fund
              other than cash in an amount necessary to pay any unpaid dividends
              and distributions as provided in Article IV(g) (such assets, the
              'Acquired Fund Assets') shall be transferred and conveyed by such
              Acquired Fund to CoreFunds on behalf of one of its portfolios as
              set forth in Section 1.02 (each, an 'Acquiring Fund'), and shall
              be accepted by CoreFunds on behalf of such Acquiring Fund, and
              CoreFunds, on behalf of such Acquiring Fund, shall assume all
              known liabilities whether accrued, absolute, contingent or
              otherwise, of such Acquired Fund reflected in the calculation of
              such Acquired Fund's net asset value (the 'Acquired Fund
              Liabilities'), so that at and after the Effective Time of the
              Reorganization with respect to such Acquired Fund: (i) all assets
              of such Acquired Fund shall become and be the assets of its
              Acquiring Fund; and (ii) all known liabilities of such Acquired
              Fund reflected as such in the calculation of the Acquired Fund's
              net asset value shall attach to its Acquiring Fund as aforesaid
              and may thenceforth be enforced against such Acquiring Fund to the
              extent as if the same had been incurred by it. Without limiting
              the generality of the foregoing, the Acquired Fund Assets shall
              include all property and assets of any nature whatsoever,
              including, without limitation, all cash, cash equivalents,
              securities, claims and receivables (including dividend and
              interest receivables) owned by an Acquired Fund, and (subject to
              Section 1.01(b)) any deferred or prepaid expenses shown as an
              asset on an Acquired Fund's books, at the
 
                                      A-1
<PAGE>
              Effective Time of the Reorganization of such Acquired Fund, and
              all good will, all other intangible property and all books and
              records belonging to an Acquired Fund. Recourse by any person for
              the Acquired Fund Liabilities assumed by an Acquiring Fund shall,
              at and after the Effective Time of the Reorganization of such
              Acquired Fund, be limited to such Acquiring Fund.
 
          (b) Notwithstanding Section 1.01(a), unamortized organizational
              expenses of the Reorganizing Funds shall not be transferred or
              assumed hereunder. The parties have been advised that such
              expenses will be paid to such Reorganizing Funds by one or more
              third parties and will be eliminated from the balance sheets of
              such Reorganizing Funds prior to the applicable Effective Time of
              the Reorganization of the Reorganizing Funds.
 
     1.02 The assets of each Acquired Fund shall be acquired by the Acquiring
Fund identified below opposite its name, and the holders of each class of shares
of such Acquired Fund shall receive the class of shares of common stock of the
Acquiring Fund identified below opposite the name of such class:
 
<TABLE>
<CAPTION>
CONESTOGA PORTFOLIOS AND CLASSES                          COREFUNDS PORTFOLIOS AND CLASSES
- --------------------------------------------------------  --------------------------------------------------------
<S>                                                       <C>
Cash Management Fund                                      Cash Reserve Fund
     Institutional Shares                                 Class Y -- Institutional Shares
                                                          (Class A Common Stock)
     Retail Shares                                        Class C -- Individual Shares
                                                          (Class A Common Stock, Class B)
Tax-Free Fund                                             Tax-Free Reserve Fund
     Institutional Shares                                 Class Y -- Institutional Shares
                                                          (Class J Common Stock)
     Retail Shares                                        Class C -- Individual Shares
                                                          (Class J Common Stock, Class B)
U.S. Treasury Securities Fund                             Treasury Reserve Fund
     Institutional Shares                                 Class Y -- Institutional Shares
                                                          (Class B Common Stock)
     Retail Shares                                        Class C -- Individual Shares
                                                          (Class B Common Stock, Class B)
Intermediate Income Fund                                  Short Intermediate Bond Fund
     Institutional Shares                                 Class Y -- Institutional Shares
                                                          (Class H Common Stock)
     Retail Shares                                        Class A -- Individual Shares
                                                          (Class H Common Stock, Class B)
Pennsylvania Tax-Free Bond Fund                           Pennsylvania Municipal Bond Fund
     Institutional Shares                                 Class Y -- Institutional Shares
                                                          (Class P Common Stock)
     Retail Shares                                        Class A -- Individual Shares
                                                          (Class P Common Stock, Class B)
Balanced Fund                                             Balanced Fund
     Institutional Shares                                 Class Y -- Institutional Shares
                                                          (Class L Common Stock)
     Retail Shares                                        Class A -- Individual Shares
                                                          (Class L Common Stock, Class B)
</TABLE>
 
                                      A-2
<PAGE>
 
   
<TABLE>
<CAPTION>
CONESTOGA PORTFOLIOS AND CLASSES                          COREFUNDS PORTFOLIOS AND CLASSES
- --------------------------------------------------------  --------------------------------------------------------
<S>                                                       <C>
International Equity Fund                                 International Growth Fund
     Institutional Shares                                 Class Y -- Institutional Shares
                                                          (Class E Common Stock)
     Retail Shares                                        Class A -- Individual Shares
                                                          (Class E Common Stock, Class B)
Equity Fund                                               Equity Fund
     Institutional Shares                                 Class Y -- Institutional Shares
                                                          (Class D Common Stock)
     Retail Shares                                        Class A -- Individual Shares
                                                          (Class D Common Stock, Class B)
Special Equity Fund                                       Special Equity Fund
     Institutional Shares                                 Class Y -- Institutional Shares
     Retail Shares                                        Class A -- Individual Shares
Bond Fund                                                 Bond Fund
     Institutional Shares                                 Class Y -- Institutional Shares
     Retail Shares                                        Class A -- Individual Shares
Short-Term Income Fund                                    Short-Term Income Fund
     Institutional Shares                                 Class Y -- Institutional Shares
     Retail Shares                                        Class A -- Individual Shares
</TABLE>
    
 
The Board of Directors of CoreFunds has adopted resolutions authorizing the
change of names of the Intermediate Bond Fund to the Short Intermediate Bond
Fund and of the Value Equity Fund to the Equity Fund and the change of
designations of the classes of each Acquiring Fund (i) from Individual-Class A
to Class A for each Acquiring Fund except the Cash Reserve Fund, Tax-Free
Reserve Fund and Treasury Reserve Fund, which will be designated Class C, and
(ii) from Institutional-Class B to Class Y for each Acquiring Fund. These
changes will be effective by the Effective Time of the Reorganization with
respect to each Acquired Fund.
 
     1.03 In exchange for the transfer of the Acquired Fund Assets and the
assumption of the Acquired Fund Liabilities, CoreFunds shall simultaneously
issue at the applicable Effective Time of the Reorganization to each Acquired
Fund a number of full and fractional shares to the third decimal place, of the
Acquiring Fund specified in Section 1.02 and of the class or classes identified
in Section 1.02, all determined and adjusted as provided in this Agreement. The
number of each class of shares of the Acquiring Funds so issued will have an
aggregate net asset value equal to the value of the Acquired Fund Assets that
are represented by the class of shares of the Acquired Fund, the holders of
which shall receive such class of shares of the Acquiring Fund, as specified in
Section 1.02, all determined and adjusted as provided in this Agreement.
 
     1.04 The net asset value of each class of shares of the Acquiring Funds and
the net asset value of each class of shares of the Acquired Funds shall be
determined as of the applicable Valuation Time with respect to each Acquired
Fund specified in Article III.
 
     1.05 The net asset value of each class of shares of each Acquiring Fund
shall be computed in the manner set forth in such Acquiring Fund's then current
prospectuses under the Securities Act of 1933, as amended (the '1933 Act'). The
net value of the Acquired Fund Assets to be transferred by the Conestoga
portfolios shall be computed by Conestoga and shall be subject to adjustment by
the amount, if any, agreed to by CoreFunds and Conestoga. In determining the
value of the securities transferred by the Acquired Funds to the Acquiring
Funds, each security shall be priced in accordance with the policies and
procedures of CoreFunds described in its then current prospectuses and
statements of additional information and adopted by CoreFunds' Board of
Directors, which are and shall be consistent with the policies now in effect for
Conestoga. For such purposes, price quotations and the security characteristics
relating to establishing such quotations shall be determined by CoreFunds,
provided that such determination shall be subject to the approval of Conestoga.
 
                                      A-3
<PAGE>
     The value of the Acquired Fund Assets of the Conestoga Cash Management
Fund, Tax-Free Fund and U.S. Treasury Securities Fund (each, a 'Conestoga Money
Market Fund') and the value of the shares of the corresponding Acquiring Funds
for purposes of sales and redemptions shall be based on the amortized cost
valuation procedures that have been adopted by the Board of Trustees of
Conestoga and the Board of Directors of CoreFunds, respectively. Any provision
in this Agreement to the contrary notwithstanding, if the difference between the
per share net asset values of a Conestoga Money Market Fund and its
corresponding Acquiring Fund equals or exceeds $.0025 at the applicable
Valuation Time, as computed by using such market values in accordance with the
policies and procedures established by CoreFunds (or as otherwise mutually
determined by the Board of Trustees of Conestoga and the Board of Directors of
CoreFunds), either the Board of Trustees of Conestoga or the Board of Directors
of CoreFunds shall have the right to postpone the applicable Valuation Time and
the applicable Effective Time of the Reorganization with respect to such
Conestoga Money Market Fund until such time as the per share difference is less
than $.0025.
 
   
     II. Liquidating Distributions and Termination of Conestoga. Immediately
after the Effective Time of the Reorganization with respect to each Acquired
Fund, such Acquired Fund shall distribute in complete liquidation pro rata to
the record holders of each class of its shares at the applicable Effective Time
of the Reorganization the shares of the class of the Acquiring Fund identified
in Section 1.02 to be received by the record holders of such class of such
Acquired Fund. In addition, each shareholder of record of an Acquired Fund shall
have the right to receive any unpaid dividends or other distributions which were
declared before the applicable Effective Time of the Reorganization with respect
to the shares of an Acquired Fund that are held by the shareholder at the
applicable Effective Time of the Reorganization. In accordance with instructions
it receives from Conestoga, CoreFunds shall record on its books the ownership of
each class of shares of each Acquiring Fund by the record holders of the class
of shares of the Acquired Fund identified in Section 1.02. All of the issued and
outstanding shares of each class of each Acquired Fund shall be redeemed and
canceled on the books of Conestoga at the Effective Time of the Reorganization
of such Acquired Fund and shall thereafter represent only the right to receive
the class of shares of the Acquiring Fund identified in Section 1.02, and the
Acquired Fund's transfer books shall be closed permanently. As soon as
practicable after the Effective Time of the Reorganization with respect to the
Continuing Funds, Conestoga shall make all filings and take all other steps as
shall be necessary and proper to effect its complete dissolution, and shall file
an application pursuant to Section 8(f) of the 1940 Act for an order declaring
that it has ceased to be an investment company and any and all documents that
may be necessary to terminate its existence under state law. After the Effective
Time of the Reorganization with respect to the Continuing Funds, Conestoga shall
not conduct any business except in connection with its liquidation, dissolution,
and deregistration.
    
 
     III. Valuation Times. Subject to Section 1.05 hereof, (a) the Valuation
Time for the Reorganization with respect to the Reorganizing Funds shall be 4:00
P.M., Eastern Time, on such date as may be agreed in writing by the duly
authorized officers of both parties hereto, which date shall not be later than
the thirty-first calendar day following the consummation of the merger between
CoreStates Financial Corp and Meridian Bancorp, Inc. described in an Agreement
and Plan of Merger dated October 10, 1995 (the 'Bank Holding Company Merger'),
and (b) the Valuation Time for the Reorganization with respect to the Continuing
Funds shall be 4:00 p.m., Eastern Time, on such date as may be agreed in writing
by the duly authorized officers of both parties hereto, which date shall be not
less than seven calendar days following the Valuation Time for the
Reorganization with respect to the Reorganizing Funds.
 
     IV. Certain Representations, Warranties and Agreements of Conestoga.
Conestoga, on behalf of itself and each Acquired Fund, represents and warrants
to, and agrees with, CoreFunds as follows:
 
(a) It is a Massachusetts business trust duly created pursuant to its Agreement
    and Declaration of Trust for the purpose of acting as a management
    investment company under the 1940 Act and is validly existing under the laws
    of, and duly authorized to transact business in, the Commonwealth of
    Massachusetts. It is registered with the
 
                                      A-4
<PAGE>
    Securities and Exchange Commission (the 'SEC') as an open-end management
    investment company under the 1940 Act and such registration is in full force
    and effect.
 
(b) It has power to own all of its properties and assets and, subject to the
    approvals of shareholders referred to herein, to carry out and consummate
    the transactions contemplated hereby, and has all necessary federal, state
    and local authorizations to carry on its business as now being conducted and
    to consummate the transactions contemplated by this Agreement.
 
(c) This Agreement has been duly authorized, executed and delivered by
    Conestoga, and represents Conestoga's valid and binding contract,
    enforceable in accordance with its terms, subject as to enforcement to
    bankruptcy, insolvency, reorganization, arrangement, moratorium, and other
    similar laws of general applicability relating to or affecting creditors'
    rights and to general principles of equity. The execution and delivery of
    this Agreement does not and will not, and the consummation of the
    transactions contemplated by this Agreement will not, violate Conestoga's
    Agreement and Declaration of Trust or Code of Regulations or any agreement
    or arrangement to which it is a party or by which it is bound.
 
(d) Each Acquired Fund has elected to qualify and has qualified as a regulated
    investment company under Part I of Subchapter M of the Code, as of and since
    its first taxable year; has been a regulated investment company under such
    Part of the Code at all times since the end of its first taxable year when
    it so qualified; and qualifies and shall continue to qualify as a regulated
    investment company until the Effective Time of the Reorganization with
    respect to such Acquired Fund.
 
(e) All federal, state, local and foreign income, profits, franchise, sales,
    withholding, customs, transfer and other taxes, including interest,
    additions to tax and penalties (collectively, 'Taxes') relating to the
    Acquired Fund Assets due or properly shown to be due on any return filed by
    any Acquired Fund with respect to taxable periods ending on or prior to, and
    the portion of any interim period up to, the date hereof have been fully and
    timely paid or provided for; and there are no levies, liens, or other
    encumbrances relating to Taxes existing, threatened or pending with respect
    to the Acquired Fund Assets.
 
(f) The financial statements of Conestoga's U.S. Treasury Securities Fund, Cash
          Management Fund, Tax-Free Fund, Intermediate Income Fund, Bond Fund,
    Equity Fund, Special Equity Fund, and Pennsylvania Tax-Free Bond Fund for
    the fiscal year ended October 31, 1995, and the financial statements of
    Conestoga's Balanced Fund, Short-Term Income Fund, and International Equity
    Fund for their respective fiscal periods ended October 31, 1995, examined by
    Coopers & Lybrand L.L.P., copies of which have been previously furnished to
    CoreFunds, present fairly the financial position of each Acquired Fund as of
    October 31, 1995 and the results of its operations for the year or period
    then ending, in conformity with generally accepted accounting principles.
 
(g) Prior to the Valuation Time applicable to the Reorganizing Funds, each of
    the Reorganizing Funds shall have declared a dividend or dividends, with a
    record date and ex-dividend date prior to such Valuation Time, which,
    together with all previous dividends, shall have the effect of distributing
    to its shareholders all of its net investment company income, if any, for
    the taxable periods or years ended on or before October 31, 1995 and for the
    period from said date to and including the Effective Time of the
    Reorganization applicable to the Reorganizing Funds (computed without regard
    to any deduction for dividends paid), and all of its net capital gain, if
    any, realized in taxable periods or years ended on or before October 31,
    1995 and in the period from said date to and including the Effective Time of
    the Reorganization applicable to the Reorganizing Funds.
 
                                      A-5
<PAGE>
(h) At both the Valuation Time and the Effective Time of the Reorganization with
    respect to each Acquired Fund, there shall be no known liabilities of such
    Acquired Fund, whether accrued, absolute, contingent or otherwise, not
    reflected in the net asset values per share of its outstanding classes of
    shares.
 
(i) There are no legal, administrative or other proceedings pending or, to
    Conestoga's knowledge threatened, against Conestoga or an Acquired Fund
    which could result in liability on the part of Conestoga or an Acquired
    Fund.
 
(j) Subject to the approvals of shareholders referred to herein, at both the
    Valuation Time and the Effective Time of the Reorganization with respect to
    each Acquired Fund, it shall have full right, power and authority to sell,
    assign, transfer and deliver the Acquired Fund Assets of such Acquired Fund
    and, upon delivery and payment for the Acquired Fund Assets as contemplated
    herein, an Acquiring Fund shall acquire good and marketable title thereto,
    free and clear of all liens and encumbrances, and subject to no restrictions
    on the ownership or transfer thereof (except as imposed by federal or state
    securities laws).
 
(k) No consent, approval, authorization or order of any court or governmental
    authority is required for the consummation by Conestoga of the transactions
    contemplated by this Agreement, except such as may be required under the
    1933 Act, the Securities Exchange Act of 1934, as amended ('1934 Act'), the
    1940 Act, the rules and regulations under those Acts, and state securities
    laws.
 
(l) Insofar as the following relate to Conestoga, the registration statement
    filed by CoreFunds on Form N-14 relating to the shares of certain Acquiring
    Funds that will be registered with the SEC pursuant to this Agreement,
    which, without limitation, shall include a proxy statement of Conestoga and
    the prospectuses of CoreFunds with respect to the transactions contemplated
    by this Agreement, and any supplement or amendment thereto or to the
    documents contained or incorporated therein by reference (the 'N-14
    Registration Statement'), on the effective date of the N-14 Registration
    Statement, at the time of any shareholders' meeting referred to herein and
    at each Effective Time of the Reorganization: (i) shall comply in all
    material respects with the provisions of the 1933 Act, the 1934 Act and the
    1940 Act, the rules and regulations thereunder, and state securities laws,
    and (ii) shall not contain any untrue statement of a material fact or omit
    to state a material fact required to be stated therein or necessary to make
    the statements therein not misleading.
 
(m) All of the issued and outstanding shares of each class of each Acquired Fund
    have been duly and validly issued, are fully paid and non-assessable, and
    were offered for sale and sold in conformity with all applicable federal and
    state securities laws, and no shareholder of an Acquired Fund has any
    preemptive right of subscription or purchase in respect of such shares.
 
(n) Conestoga shall not sell or otherwise dispose of any shares of an Acquiring
    Fund to be received in the transactions contemplated herein, except in
    distribution to its shareholders as contemplated herein.
 
     V. Certain Representations, Warranties and Agreements of CoreFunds.
CoreFunds, on behalf of itself and each Acquiring Fund, represents and warrants
to, and agrees with, Conestoga as follows:
 
(a) It is a Maryland corporation duly organized and validly existing under the
    laws of the State of Maryland. It is registered with the SEC as an open-end
    management investment company under the 1940 Act and such registration is in
    full force and effect.
 
(b) It has power to own all of its properties and assets and to carry out and
    consummate the transactions contemplated herein, and has all necessary
    federal, state and local authorizations to carry on its business as now
    being conducted and to consummate the transactions contemplated by this
    Agreement.
 
                                      A-6
<PAGE>
(c) This Agreement has been duly authorized, executed and delivered by
    CoreFunds, and represents CoreFunds' valid and binding contract, enforceable
    in accordance with its terms, subject as to enforcement to bankruptcy,
    insolvency, reorganization, arrangement, moratorium, and other similar laws
    of general applicability relating to or affecting creditors' rights and to
    general principles of equity. The execution and delivery of this Agreement
    did not, and the consummation of the transactions contemplated by this
    Agreement will not, violate CoreFunds' Articles of Incorporation or By-laws
    or any agreement or arrangement to which it is a party or by which it is
    bound.
 
(d) Each Acquiring Fund has elected or will elect to qualify, and each of the
    first eight Acquiring Funds listed in Section 1.02 has qualified, as a
    regulated investment company under Part I of Subchapter M of the Code, as of
    and since its first taxable year; each of the first eight Acquiring Funds
    listed in Section 1.02 has been a regulated investment company under such
    Part of the Code at all times since the end of its first taxable year when
    it so qualified and intends to continue to qualify as a regulated investment
    company.
 
(e) The financial statements of each of the first eight Acquiring Funds listed
    in Section 1.02 for its fiscal year ended June 30, 1995 examined by Ernst &
    Young LLP, and for the six-month period ended December 31, 1995, copies of
    which have been previously furnished to Conestoga, present fairly the
    financial position of each such Acquiring Fund as of the dates indicated and
    the results of its operations for the year and period ended as of such
    dates, in conformity with generally accepted accounting principles.
 
(f) At both the Valuation Time and the Effective Time of the Reorganization with
    respect to each Acquiring Fund, there shall be no known liabilities of such
    Acquiring Fund, whether accrued, absolute, contingent or otherwise, not
    reflected in the net asset values per share of its outstanding classes to be
    issued pursuant to this Agreement.
 
(g) There are no legal, administrative or other proceedings pending or, to its
    knowledge, threatened against CoreFunds or an Acquiring Fund which could
    result in liability on the part of CoreFunds or an Acquiring Fund.
 
(h) No consent, approval, authorization or order of any court or governmental
    authority is required for the consummation by CoreFunds of the transactions
    contemplated by this Agreement, except such as may be required under the
    1933 Act, the 1934 Act, the 1940 Act, the rules and regulations under those
    Acts, and state securities laws.
 
(i) Insofar as the following relate to CoreFunds, the N-14 Registration
    Statement on its effective date, at the time of any shareholders' meetings
    referred to herein and at each Effective Time of the Reorganization: (i)
    shall comply in all material respects with the provisions of the 1933 Act,
    the 1934 Act and the 1940 Act, the rules and regulations thereunder, and
    state securities laws, and (ii) shall not contain any untrue statement of a
    material fact or omit to state a material fact required to be stated therein
    or necessary to make the statements therein not misleading.
 
(j) The shares of each class of each Acquiring Fund to be issued and delivered
    to an Acquired Fund for the account of record holders of shares of an
    Acquired Fund, pursuant to the terms hereof, shall have been duly authorized
    as of the Effective Time of the Reorganization application to such Acquiring
    Fund and, when so issued and delivered, shall be registered under the 1933
    Act and under applicable state securities laws, duly and validly issued,
    fully paid and non-assessable, and no shareholder of CoreFunds shall have
    any preemptive right of subscription or purchase in respect thereto.
 
     VI. Shareholder Action on Behalf of the Acquired Funds.
 
     6.01 As soon as practicable after the effective date of the N-14
Registration Statement, but in any event prior to the Effective Time of the
Reorganization applicable to the Reorganizing Funds and as a condition to the
Reorganization, the Board of Trustees of Conestoga shall call, and Conestoga
shall
 
                                      A-7
<PAGE>
hold, a meeting of the shareholders of the Acquired Funds for the purpose of
considering and voting upon:
 
(a) Approval of this Agreement and the transactions contemplated hereby,
    including, without limitation:
 
(i) The transfer of the Acquired Fund Assets belonging to each Acquired Fund to
    an Acquiring Fund, and the assumption by such Acquiring Fund of the Acquired
    Fund Liabilities of such Acquired Fund, in exchange for a class or classes
    of shares of an Acquiring Fund, as set forth in Section 1.02.
 
(ii) The liquidation of each Acquired Fund through the distribution to its
     record holders of shares of the class or classes of shares of an Acquiring
     Fund as described in this Agreement.
 
(b) Approval of interim investment advisory and/or sub-advisory agreements which
    would be effective with respect to each Acquired Fund for the period from
    the Bank Holding Company Merger until the Effective Time of the
    Reorganization with respect to such Acquired Fund.
 
(c) Such other matters as may be determined by the Boards of Trustees or
    authorized officers of the parties.
 
     6.02 Approval of this Reorganization Agreement by the shareholders of the
Acquired Funds shall constitute the waiver of the application of any fundamental
policy of such Acquired Funds that might be deemed to prevent them from taking
the actions necessary to effectuate the Reorganization as described, and such
policies, if any, shall be deemed to have been amended accordingly.
 
     VII. N-14 Registration Statement and Proxy Solicitation Materials.
CoreFunds shall file the N-14 Registration Statement under the 1933 Act, and
Conestoga shall file the combined prospectus/proxy statement contained therein
under the 1934 Act and 1940 Act proxy rules, with the SEC as promptly as
practicable. Each of CoreFunds and Conestoga has cooperated and shall continue
to cooperate with the other, and has furnished and shall continue to furnish the
other with the information relating to itself that is required by the 1933 Act,
the 1934 Act, the 1940 Act, the rules and regulations under each of those Acts
and state securities laws, to be included in the N-14 Registration Statement.
 
     VIII. Effective Times of the Reorganization. Delivery of the Acquired Fund
Assets of each Acquired Fund and the shares of the classes of its Acquiring Fund
to be issued pursuant to Article I and the liquidation of each Acquired Fund
pursuant to Article II shall occur at the opening of business on the next
business day following the Valuation Time applicable to such Acquired Fund, or
on such other date, and at such place and time and date, as may be determined by
the President or any Vice President of each party hereto. The respective date
and time at which such actions are taken with respect to an Acquired Fund are
referred to herein as the 'Effective Time of the Reorganization.' To the extent
any Acquired Fund Assets are, for any reason, not transferred at the applicable
Effective Time of the Reorganization, Conestoga shall cause such Acquired Fund
Assets to be transferred in accordance with this Agreement at the earliest
practicable date thereafter.
 
     IX. CoreFunds Conditions. The obligations of CoreFunds hereunder with
respect to each Acquired Fund shall be subject to the following conditions
precedent:
 
(a) This Agreement and the transactions contemplated by this Agreement shall
    have been approved by the shareholders of such Acquired Fund, in the manner
    required by law.
 
(b) Conestoga shall have duly executed and delivered to CoreFunds such bills of
    sale, assignments, certificates and other instruments of transfer ('Transfer
    Documents') as may be necessary or desirable to transfer all right, title
    and interest of Conestoga and such Acquired Fund in and to the Acquired Fund
    Assets of such Acquired Fund. The Acquired Fund Assets shall be accompanied
    by all necessary state stock transfer stamps or cash for the appropriate
    purchase price therefor.
 
                                      A-8
<PAGE>
(c) All representations and warranties of Conestoga made in this Agreement shall
    be true and correct in all material respects as if made at and as of each
    Valuation Time and each Effective Time of the Reorganization. As of the
    Valuation Time and the Effective Time of the Reorganization applicable to
    each Acquired Fund, there shall have been no material adverse change in the
    financial position of such Acquired Fund since October 31, 1995 other than
    those changes incurred in the ordinary course of business as an investment
    company. No action, suit or other proceeding shall be threatened or pending
    before any court or governmental agency in which it is sought to restrain or
    prohibit, or obtain damages or other relief in connection with, this
    Agreement or the transactions contemplated herein.
 
(d) CoreFunds shall have received an opinion of Drinker Biddle & Reath addressed
    to CoreFunds in form reasonably satisfactory to it and dated the Effective
    Time of the Reorganization applicable to each Acquired Fund, substantially
    to the effect that: (i) Conestoga is a Massachusetts business trust duly
    organized and validly existing under the laws of the Commonwealth of
    Massachusetts; (ii) the shares of such Acquired Fund outstanding at such
    time are duly authorized, validly issued, fully paid and non-assessable by
    such Acquired Fund, and to such counsel's knowledge, no shareholder of such
    Acquired Fund has any option, warrant or pre-emptive right to subscription
    or purchase in respect thereof; (iii) this Agreement and the Transfer
    Documents have been duly authorized, executed and delivered by Conestoga and
    represent legal, valid and binding contracts, enforceable in accordance with
    their terms, subject to the effect of bankruptcy, insolvency, moratorium,
    fraudulent conveyance and similar laws relating to or affecting creditors'
    rights generally and court decisions with respect thereto, and such counsel
    shall not be required to express an opinion with respect to the application
    of equitable principles in any proceeding, whether at law or in equity, or
    with respect to the provisions of this Agreement intended to limit liability
    for particular matters to an Acquired Fund and its assets; (iv) the
    execution and delivery of this Agreement did not, and the consummation of
    the transactions contemplated by this Agreement will not, violate the
    Agreement and Declaration of Trust or Code of Regulations of Conestoga or
    any material agreement known to such counsel to which Conestoga is a party
    or by which Conestoga is bound; and (v) to such counsel's knowledge, no
    consent, approval, authorization or order of any court or governmental
    authority is required for the consummation by Conestoga of the transactions
    contemplated by this Agreement, except such as have been obtained under the
    1933 Act, the 1934 Act, the 1940 Act, the rules and regulations under those
    Acts and such as may be required under the state securities laws. Such
    opinion may rely on the opinion of other counsel to the extent set forth in
    such opinion, provided such other counsel is reasonably acceptable to
    CoreFunds.
 
(e) CoreFunds shall have received an opinion of Morgan, Lewis & Bockius LLP,
    addressed to CoreFunds and Conestoga in form reasonably satisfactory to them
    and dated the Effective Time of the Reorganization applicable to each
    Acquired Fund, substantially to the effect that for federal income tax
    purposes (i) the transfers of all of the Acquired Fund Assets hereunder, and
    the assumption by its Acquiring Fund of Acquired Fund Liabilities, in
    exchange for shares of each class of such Acquiring Fund, and the
    distribution of said shares to the shareholders of such Acquired Fund, as
    provided in this Agreement, will each constitute a reorganization within the
    meaning of Section 368(a)(1)(C), 368(a)(1)(D) or 368(a)(1)(F) of the Code
    and with respect to each reorganization, the Acquired Fund and the Acquiring
    Fund will each be considered 'a party to a reorganization' within the
    meaning of Section 368(b) of the Code; (ii) in accordance with Sections
    361(a), 361(c)(1) and 357(a) of the Code, no gain or loss will be recognized
    by such Acquired Fund as a result of such transactions; (iii) in accordance
    with Section 1032 of the Code, no gain or loss will be recognized by an
    Acquiring Fund as a result of such transactions; (iv) in accordance with
    Section 354(a)(1) of the Code, no gain or loss will be recognized by the
    shareholders of such Acquired Fund on the distribution to them by such
    Acquired Fund of
 
                                      A-9
<PAGE>
    shares of any class of an Acquiring Fund in exchange for their shares of the
    corresponding class of the Acquired Fund; (v) in accordance with Section
    358(a)(1) of the Code, the aggregate basis of Acquiring Fund shares received
    by each shareholder of any class of an Acquired Fund will be the same as the
    aggregate basis of the shareholder's Acquired Fund shares immediately prior
    to the transactions; (vi) in accordance with Section 362(b) of the Code, the
    basis of the Acquired Fund Assets to any Acquiring Fund will be the same as
    the basis of such Acquired Fund Assets in the hands of the corresponding
    Acquired Fund immediately prior to the exchange; (vii) in accordance with
    Section 1223 of the Code, a shareholder's holding period for Acquiring Fund
    shares will be determined by including the period for which the shareholder
    held the shares of an Acquired Fund exchanged therefor, provided that the
    shareholder held such shares of an Acquired Fund as a capital asset; and
    (viii) in accordance with Section 1223 of the Code, the holding period of an
    Acquiring Fund with respect to the Acquired Fund Assets will include the
    period for which such Acquired Fund Assets were held by an Acquired Fund.
 
(f) The SEC shall not have issued any unfavorable advisory report under Section
    25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin
    consummation of the transactions contemplated by this Agreement under
    Section 25(c) of the 1940 Act.
 
(g) The N-14 Registration Statement shall have become effective under the 1933
    Act and no stop order suspending such effectiveness shall have been
    instituted or, to the knowledge of CoreFunds, contemplated by the SEC and
    the parties shall have received all permits and other authorizations
    necessary under state securities laws to consummate the transactions
    contemplated by this Agreement.
 
(h) The President or a Vice President of Conestoga shall have certified that
    Conestoga has performed and complied in all material respects with each of
    its agreements and covenants required by this Agreement to be performed or
    complied with by it prior to or at each Valuation Time and each Effective
    Time of the Reorganization.
 
(i) Conestoga shall have delivered or caused to be delivered to CoreFunds each
    account, book, record or other document of Conestoga applicable to such
    Acquired Fund which is required to be maintained by Section 31(a) of the
    1940 Act and Rules 31a-1 to 31a-3 thereunder (regardless of what person
    possesses the same). Conestoga has instructed its service contractors to
    provide CoreFunds upon request with access to and copies of all documents
    belonging to Conestoga.
 
(j) The Bank Holding Company Merger shall have been consummated.
 
(k) With respect to the Reorganization of the Continuing Funds, the
    Reorganization of all of the Reorganizing Funds shall have been consummated.
 
     X. Conestoga Conditions. The obligations of Conestoga hereunder with
respect to each Acquired Fund shall be subject to the following conditions
precedent:
 
(a) This Agreement and the transactions contemplated by this Agreement shall
    have been approved by the shareholders of such Acquired Fund, in the manner
    required by law.
 
(b) All representations and warranties of CoreFunds made in this Agreement shall
    be true and correct in all material respects as if made at and as of each
    Valuation Time and each Effective Time of the Reorganization. As of the
    Valuation Time and the Effective Time of the Reorganization applicable to
    each Acquired Fund, there shall have been no material adverse change in the
    financial condition of its Acquiring Fund since June 30, 1995 other than
    those changes incurred in the ordinary course of business as an investment
    company. No action, suit or other proceeding shall be threatened or pending
    before any court or governmental agency in which it is sought to restrain or
    prohibit, or obtain damages or other relief in connection with, this
    Agreement or the transactions contemplated herein.
 
                                      A-10
<PAGE>
   
(c) Conestoga shall have received an opinion of Morgan, Lewis & Bockius LLP,
    addressed to Conestoga in form reasonably satisfactory to it and dated the
    Effective Time of the Reorganization applicable to each Acquired Fund,
    substantially to the effect that: (i) CoreFunds is a Maryland corporation
    duly organized and validly existing under the laws of the State of Maryland
    and is qualified to do business and in good standing in each state in which
    such qualification is required; (ii) the shares of each class of each
    Acquiring Fund to be delivered at such time to an Acquired Fund as provided
    for by this Agreement are duly authorized and upon delivery will be validly
    issued, fully paid and non-assessable by such Acquiring Fund and to such
    counsel's knowledge, no shareholder of an Acquiring Fund has any option,
    warrant or pre-emptive right to subscription or purchase in respect thereof;
    (iii) this Agreement has been duly authorized, executed and delivered by
    CoreFunds and represents a legal, valid and binding contract, enforceable in
    accordance with its terms, subject to the effect of bankruptcy, insolvency,
    moratorium, fraudulent conveyance and similar laws relating to or affecting
    creditors' rights generally and court decisions with respect thereto, and
    such counsel shall not be required to express an opinion with respect to the
    application of equitable principles in any proceeding, whether at law or in
    equity, or with respect to the provisions of this Agreement intended to
    limit liability for particular matters to an Acquiring Fund and its assets;
    (iv) the execution and delivery of this Agreement did not, and the
    consummation of the transactions contemplated by this Agreement will not,
    violate the Articles of Incorporation or By-laws of CoreFunds, or any
    material agreement known to such counsel to which CoreFunds is a party or by
    which CoreFunds is bound; and (v) to such counsel's knowledge no consent,
    approval, authorization or order of any court or governmental authority is
    required for the consummation by CoreFunds of the transactions contemplated
    by this Agreement, except such as have been obtained under the 1933 Act, the
    1934 Act, the 1940 Act, the rules and regulations under those Acts and such
    as may be required under the state securities laws. Such opinion may rely on
    the opinion of other counsel to the extent set forth in such opinion,
    provided such other counsel is reasonably acceptable to Conestoga.
    
 
(d) Conestoga shall have received an opinion of Morgan, Lewis & Bockius LLP,
    addressed to CoreFunds and Conestoga in the form reasonably satisfactory to
    them and dated the Effective Time of the Reorganization applicable to each
    Acquired Fund, with respect to the matters specified in Section IX(e).
 
(e) The N-14 Registration Statement shall have become effective under the 1933
    Act and no stop order suspending such effectiveness shall have been
    instituted, or to the knowledge of CoreFunds, contemplated by the SEC and
    the parties shall have received all permits and other authorizations
    necessary under state securities laws to consummate the transactions
    contemplated by this Agreement.
 
(f) The SEC shall not have issued any unfavorable advisory report under Section
    25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin
    consummation of the transactions contemplated by this Agreement under
    Section 25(c) of the 1940 Act.
 
(g) The President or Vice President of CoreFunds shall have certified that
    CoreFunds has performed and complied in all material respects with each of
    its agreements and covenants required by this Agreement to be performed or
    complied with by it prior to or at each Valuation Time and each Effective
    Time of the Reorganization.
 
(h) The Bank Holding Company Merger shall have been consummated.
 
(i) With respect to the Reorganization of the Continuing Funds, the
    Reorganization of all of the Reorganizing Funds shall have been consummated.
 
     XI. Tax Documents. Conestoga shall deliver to CoreFunds at each Effective
Time of the Reorganization confirmations or other adequate evidence as to the
adjusted tax basis of the Acquired Fund Assets then delivered to an Acquiring
Fund in accordance with the terms of this Agreement.
 
                                      A-11
<PAGE>
     XII. Finder's Fees. Each party represents and warrants to each of the other
parties hereto that there is no person who is entitled to any finder's or other
similar fee or commission arising out of the transactions contemplated by this
Agreement.
 
     XIII. Announcements. Any announcements or similar publicity with respect to
this Agreement or the transactions contemplated herein shall be at such time and
in such manner as the parties shall agree; provided, that nothing herein shall
prevent any party upon notice to the other parties from making such public
announcements as such party's counsel may consider advisable in order to satisfy
the party's legal and contractual obligations in such regard.
 
     XIV. Further Assurances. Subject to the terms and conditions herein
provided, each of the parties hereto shall use its best efforts to take, or
cause to be taken, such action, to execute and deliver, or cause to be executed
and delivered, such additional documents and instruments, and to do, or cause to
be done, all things necessary, proper or advisable under the provisions of this
Agreement and under applicable law to consummate and make effective the
transactions contemplated by this Agreement.
 
     XV. Termination of Representations and Warranties. The representations and
warranties of the parties set forth in this Agreement shall terminate at the
Effective Time of the Reorganization of the Continuing Funds.
 
     XVI. Termination of Agreement.
 
     16.01 This Agreement may be terminated by a party at any time at or prior
to (i) the Effective Time of the Reorganization of the Reorganizing Funds, or
(ii) with respect to the Continuing Funds and the corresponding Acquiring Funds
at any time at or prior to the Effective Time of the Reorganization of the
Continuing Funds, by the Board of Directors of CoreFunds or the Board of
Trustees of Conestoga, as provided below:
 
(a) By CoreFunds if the conditions set forth in Article IX are not satisfied as
    specified in said Section;
 
(b) By Conestoga if the conditions set forth in Article X are not satisfied as
    specified in said Section;
 
(c) By the mutual consent of the parties.
 
     16.02 If a party terminates this Agreement as to any investment portfolio
because one or more of its conditions precedent have not been fulfilled, or if
this Agreement is terminated by mutual consent, this Agreement will become null
and void without any liability of either party or any of their investment
portfolios to the other; provided, however, that if such termination is by
CoreFunds pursuant to Section 16.01(a) as a result of a breach by Conestoga of
any of its representations, warranties or covenants in this Agreement, or such
termination is by Conestoga pursuant to Section 16.01(b) as a result of a breach
by CoreFunds of any of its representations, warranties or covenants in this
Agreement, nothing herein shall affect the non-breaching party's right to
damages on account of such other party's breach.
 
     XVII. Amendment and Waiver. At any time prior to or (to the fullest extent
permitted by law) after approval of this Agreement by the shareholders of
Conestoga, (a) the parties hereto may, by written agreement authorized by their
respective Boards of Directors or Trustees, as the case may be, or their
respective Presidents or any Vice Presidents, and with or without the approval
of their shareholders, amend any of the provisions of this Agreement, and (b)
either party may waive any breach by the other party or the failure to satisfy
any of the conditions to its obligations (such waiver to be in writing and
authorized by the President or Vice President of the waiving party with or
without the approval of such party's shareholders).
 
     XVIII. Governing Law. This Agreement and the transactions contemplated
hereby shall be governed, construed and enforced in accordance with the laws of
the Commonwealth of Massachusetts, without giving effect to the conflicts of law
principles otherwise applicable therein.
 
                                      A-12
<PAGE>
     XIX. Successors and Assigns. This Agreement shall be binding upon the
respective successors and permitted assigns of the parties hereto. This
Agreement and the rights, obligations and liabilities hereunder may not be
assigned by either party without the consent of the other party.
 
     XX. Beneficiaries. Nothing contained in this Agreement shall be deemed to
create rights in persons not parties hereto, other than the successors and
permitted assigns of the parties.
 
     XXI. Conestoga Liability.
 
     21.01 The names 'Conestoga Family of Funds' and 'Trustees of Conestoga
Family of Funds' refer respectively to the trust created and the trustees, as
trustees but not individually or personally, acting from time to time under a
Declaration of Trust dated August 1, 1989, which is hereby referred to and a
copy of which is on file at the office of the State Secretary of the
Commonwealth of Massachusetts and at the principal office of Conestoga. The
obligations of Conestoga entered into in the name or on behalf thereof by any of
the trustees, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the trustees, shareholders or
representatives of Conestoga personally, but bind only the trust property, and
all persons dealing with any portfolio of Conestoga must look solely to the
trust property belonging to such portfolio for the enforcement of any claims
against Conestoga.
 
     21.02 Both parties specifically acknowledge and agree that any liability of
Conestoga under this Agreement with respect to an Acquired Fund, or in
connection with the transactions contemplated herein with respect to an Acquired
Fund, shall be discharged only out of the assets of that Acquired Fund and that
no other portfolio of Conestoga shall be liable with respect thereto.
 
     XXII. Notices. All notices required or permitted herein shall be in writing
and shall be deemed to be properly given when delivered personally or by
telecopier to the party entitled to receive the notice or when sent by certified
or registered mail, postage prepaid, or delivered to a nationally recognized
overnight courier service, in each case properly addressed to the party entitled
to receive such notice at the address or telecopier number stated below or to
such other address or telecopier number as may hereafter be furnished in writing
by notice similarly given by one party to the other party hereto:
 
     If to CoreFunds:
 
     CoreFunds, Inc.
     c/o David G. Lee, President
     680 East Swedesford Road
     Wayne, PA 19087-1658
     Telecopier Number: (610) 254-1040
 
     With a copy to:
 
     James W. Jennings, Esq.
     Morgan, Lewis & Bockius LLP
     2000 One Logan Square
     Philadelphia, PA 19103
     Telecopier Number: (215) 963-5299
 
     If to Conestoga:
 
     Conestoga Family of Funds
     c/o David G. Lee, President
     680 East Swedesford Road
     Wayne, PA 19087-1658
     Telecopier Number: (610) 254-1040
 
                                      A-13
<PAGE>
     With a copy to:
 
     Henry S. Hilles, Jr., Esq.
     Drinker Biddle & Reath
     1345 Chestnut Street
     Philadelphia, PA 19107
     Telecopier Number: (215) 988-2757
 
     XXIII. Expenses. Each party represents to the other that its expenses
incurred in connection with the Reorganization will be borne by one or both of
the parties to the Bank Holding Company Merger, provided, however, that (a)
CoreFunds shall bear any filing fees under the 1933 Act and state securities
laws in connection with its Individual Shares and Institutional Shares to be
distributed to shareholders of the Acquired Funds, and (b) Conestoga shall bear
any custody termination fees incurred by Conestoga as a result of effecting the
transactions contemplated by this Agreement.
 
     XXIV. Entire Agreement. This Agreement embodies the entire agreement and
understanding of the parties hereto and supersedes any and all prior agreements,
arrangements and understandings relating to matters provided for herein.
 
     XXV. Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument.
 
     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers designated below as of the date first
written above.
 
   
                                    COREFUNDS, INC.
ATTEST:
 /s/SANDRA OECHSLIN                                By: /s/KEVIN P. ROBINS
 ----------------------------                          ------------------------
   Sandra Oechslin                                        Kevin P. Robins
                                                          Vice President
                                                   CONESTOGA FAMILY OF FUNDS
ATTEST:
 /s/PATRICIA ARIZIN                                By: /s/SANDRA K. ORLOW
 ----------------------------                          ------------------------
   Patricia Arizin                                        Sandra K. Orlow
                                                          Vice President

    
 
                                      A-14
<PAGE>
                                  APPENDIX II
 
   
         EXISTING COREFUNDS PORTFOLIOS MANAGEMENT DISCUSSION & ANALYSIS
    
 
     The CoreFund Value Equity Fund, Series A, returned 17.29% for the 12-month
period ending June 30, 1995. While in absolute terms this was an acceptable
return, the S&P 500 returned 26.0% in the same timeframe.
 
     For Series B shares from which a sales charge has been deducted, the return
for the period was 11.7%; for those without a sales load it was 17.0%.
 
     The most significant economic event during the period was the series of
moves made by the Federal Reserve Board to tighten interest rates. With the
Fund's exposure to industrial issues that are more economically sensitive, the
Fed's actions negatively affected performance. Investors in the broad market
sold industrial issues and purchased so-called defensive issues in groups such
as pharmaceuticals, tobacco, and food and beverage, where earnings are less
dependent on economic activity. The Fund's exposure in these sectors is
underweighted compared to the broader market.
 
     As the new fiscal year begins, we are optimistic that the industrial sector
will come back into favor. Even as the economy has slowed, industrial issues
have continued to display positive fundamentals and solid earnings. Productivity
enhancements, careful control of inventories and costs, and exposure to
still-healthy global economies have helped these companies maintain steady
results during boom/bust cycles. The interest rate decrease instituted by the
Fed at the beginning of the new fiscal year, combined with excellent company
fundamentals, should bring investors back to the sector.
 
     The Fund has also benefitted from investment in financial issues such as
security brokerages, investment management firms, and mutual fund companies.
Specific investments have included Merrill Lynch, Charles Schwab, Salomon
Brothers, and Franklin Resources. As the 'graying of America' continues and more
government policies are instituted that reward investment, the long-term outlook
for financial issues remains strong.
 
     Overall, we continue to maintain a constructive outlook for the value
equity market. The breadth of issues participating in the rally indicates that
excesses can be worked off individually, without damaging the fabric of an
overall market that is healthy and improving.
 
QUICK FUND FACTS -- VALUE EQUITY (6/30/95)
 
Inception Date: February 6, 1990
Portfolio Size: $34.71 million
Shares Outstanding: 2,432,599 (A&B combined)
 
<TABLE>
<CAPTION>
TOP FIVE HOLDINGS (AS OF JUNE 30, 1995)                                           % OF FUND INVESTMENTS
- -------------------------------------------------------------------------------  -----------------------
<S>                                                                              <C>
Salomon Inc....................................................................              3.3%
Allied Signal Inc..............................................................              3.1%
Sears Roebuck & Co.............................................................              3.1%
Mobil Corp.....................................................................              3.0%
Conrail Inc....................................................................              3.0%
</TABLE>

 

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN 1                                                          1 YEAR      5 YEAR      INCEPTION
- ------------------------------------------------------------------------------------  ---------  -----------  -----------
<S>                                                                                   <C>        <C>          <C>
Series A............................................................................      17.29%       9.21%        9.32%
Series B without Load...............................................................      16.96%       9.10%        9.22%
Series B with Load..................................................................      11.73%       8.10%        8.29%
</TABLE>
 
                                      B-1
<PAGE>
{GRAPHIC]
Data for chart to follow:
<TABLE>
<CAPTION>
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
<S>                                                <C>
Value Equity (Series A)                           $16,111
Value Equity (Series B)                           $15,314
S&P 500 Index                                     $19,293
</TABLE>

<TABLE>
<CAPTION>
Initial Investment Date          2/28/90   Jun 90    Jun 91   Jun 92   Jun 93   Jun 94   Jun 95
<S>                                <C>       <C>       <C>      <C>     <C>       <C>      <C>
CoreFund Value Equity Fund, 
   Class A                       $10,000  $10,369   $10,718  $11,788  $13,946  $13,736  $16,111
CoreFund Value Equity Fund, 
   Class B (Synthetic)  
   4.50% load                     $9,550   $9,902   $10,236  $11,258  $13,319  $13,094  $15,314
S&P 500 Composite Index          $10,000  $10,909   $11,717  $13,289  $15,099  $15,312  $19,293
</TABLE>


1 For the period ended June 30, 1995. Past performance of the portfolio is
not predictive of future performance. Individual Series B shares were offered
beginning January 4, 1993. The performance shown for Value Equity Portfolio
Series B (synthetic) prior to that date is based on the performance of
Institutional Series A shares adjusted to reflect the maximum sales charge of
4.5% for the Series B shares. Series A shares of the Value Equity Portfolio
commenced operations on February 6, 1990.


 
                           INTERNATIONAL GROWTH FUND
 
     The International Growth Fund, Series A shares, returned (0.21)% for the
year ended June 30, 1995. This compared favorably with the 0.1% increase of the
MSCI EAFE Index during the same period.
 
     For Series B shares from which a sales charge has been deducted, the return
for the period was (4.95)%; for those without a load it was (0.48)%.
 
     Despite continued growth in most of the world's major economies,
international stock markets have been affected by considerable currency
volatility. In December, the Mexican crisis caused investors to repatriate funds
that had been invested in many of the world's smaller or 'emerging' markets.
 
     The International Growth Fund's largest single area of investment is Japan
(34%). This was the worst-performing major market in the period, falling by 28%.
A currency gain softened the damage for the U.S. investor, however. The Kobe
earthquake in February 1995 disrupted Japan's infrastructure and manufacturing
industries, and had a considerable, albeit short-term, impact on economic
activity.
 
     The rise of the Yen is of greater long-term significance. This has made
Japan's exports less competitive, and encouraged a flood of imports. In turn,
this has put pressure on economic growth and corporate margins, and kept the
domestic investor away from the stock market. Although the Japanese financial
sector is hardly in the best of health, the manufacturing sector has suffered
the worst.
 
     One bright spot has been the technology sector, in which the Fund has a
large position.
 
                                      B-2
<PAGE>
     This allowed the Fund to outperform the Tokyo Stock Exchange Index over the
12-month period.
 
   
     Through most of the year, the Fund was partially hedged against weakness in
the Yen, through a forward sale of Yen for U.S. dollars. This hedge expired in
February, shortly before another sharp rise in the Yen (to Y80/US$). The hedge
was subsequently reinstated; currently, 28% of the Fund's Japanese assets are
protected.
    
 
     Southeast Asia, which currently accounts for 17% of the Fund's portfolio,
was an unrewarding region for most of the year. In Hong Kong, Singapore and
Malaysia, where local currencies are linked to the U.S. dollar, stock markets
suffered at a time when U.S. interest rates were rising. However, there was a
strong recovery toward the end of the period, spurred by the strengthening U.S.
bond market. In Hong Kong (at 6% the Fund's largest position in the region), the
Index rose by 5%, despite concerns about Chinese politics and weakness in local
real estate prices.
 
     In Western Europe, which currently accounts for 40% of the Fund's holdings,
the past 12 months was a period of economic recovery. The improvement was
largely led by exports, as high rates of unemployment in the region discouraged
local consumption. However, the strength of the Deutschemark in the first half
of 1995 created problems for export industries in Germany, where there is now
considerable pressure on corporate earnings.
 
     International confidence in Latin America was dealt a heavy blow at the end
of 1994 by a series of political scandals and a mishandling of the Mexican
economy. This led to a 40% devaluation of the Peso and a collapse in the Mexican
stock market, as international capital, on which the Mexican economy relies so
heavily, was quickly repatriated. Stock markets in Brazil and Argentina suffered
a similar fate (somewhat unfairly, as the commitment to economic discipline
appears much stronger in those countries than in Mexico). Despite some recovery
toward the end of the period, indices in both countries remain well below their
December levels.
 
     The Fund's position in the region had been reduced prior to the Mexican
crisis, and further sales were made thereafter. The Fund now has only 5% of its
portfolio in Latin America, with no holdings in Mexico.
 
QUICK FUND FACTS -- INTERNATIONAL GROWTH (6/30/95)
 
Inception Date: February 12, 1990
Portfolio Size: $112.78 million
Shares Outstanding: 9,180,295 (A&B combined)
 
<TABLE>
<CAPTION>
TOP FIVE HOLDINGS (AS OF JUNE 30, 1995)                                           % OF FUND INVESTMENTS
- -------------------------------------------------------------------------------  -----------------------
<S>                                                                              <C>
Rohm...........................................................................              1.8%
Hutchinson Whampoa.............................................................              1.7%
Swire Pacific 'A'..............................................................              1.6%
Kyocera........................................................................              1.6%
Mitsubishi Heavy Industries....................................................              1.6%
</TABLE>
 
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN 1                                                           1 YEAR       5 YEAR      INCEPTION
- ------------------------------------------------------------------------------------  -----------  -----------  -----------
<S>                                                                                   <C>          <C>          <C>
Series A............................................................................       (0.21)%       5.82%        7.24%
Series B without Load...............................................................       (0.48)%       5.73%        7.15%
Series B with Load..................................................................       (4.95)%       4.75%        6.24%
</TABLE>
 
                                      B-3
<PAGE>
Data for chart below:
<TABLE>
<CAPTION>
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
<S>                                                <C>
International Growth Equity (Series A)            $14,578
International Growth Equity (Series B)            $13,861
MSCI EAFE Index                                   $12,352
</TABLE>

<TABLE>
<CAPTION>
Initial Investment Date          2/28/90   Jun 90    Jun 91   Jun 92   Jun 93   Jun 94   Jun 95
<S>                                <C>       <C>       <C>      <C>      <C>     <C>       <C>
CoreFund International Growth 
   Equity Fund, Class A          $10,000  $10,985   $10,688  $11,211  $12,563  $14,609  $14,578
CoreFund International Growth 
   Equity Fund, Class B 
   (Synthetic)    4.50% load      $9,550  $10,491   $10,207  $10,707  $11,998  $13,927  $13,861
Morgan Stanley EAFE Index        $10,000   $9,814    $8,690   $8,635  $10,385  $12,151  $12,352
</TABLE>



1 For the period ended June 30, 1995. Past performance of the portfolio is not
predictive of future performance. Individual Series B shares were offered
beginning January 4, 1993. The performance shown for International Growth
Portfolio Series B (synthetic) prior to that date is based on the performance of
Institutional Series A shares adjusted to reflect the maximum sales charge of
4.5% for the Series B shares. Series A shares of the International Growth
Portfolio commenced operations on February 12, 1990.


 
                                 BALANCED FUND
 
     Performance of Series A shares of the Balanced Fund improved significantly
during the year ended June 30, 1995, generating a 16.21% gain for the period.
This compared with a 26.01% return for the Standard & Poor's 500 Index, and a
10.37% return for the Lehman Brothers Intermediate Government/Corporate Bond
Index.
 
     For Series B shares from which a sales charge has been deducted, the return
for the period was 10.58%; for those without a load it was 15.84%. The Balanced
Fund grew in asset size through June 30 to $63,436,000.
 
     The Balanced Fund's equity holdings modestly underperformed a very strong
S&P Index during the period, rising 24.0%. Returns from the Fund's holdings in
the technology sector and from pharmaceutical issues matched or outperformed
those sectors in the broader market. Additionally, strong positions in the cable
television, entertainment and gaming industries more than offset weakness in the
Fund's underweighted holdings (relative to the broader market) in
interest-sensitive sectors.
 
     The Fund's fixed-income holdings underperformed the fixed-income benchmark
during the 12-month period (9.2% vs. the Bond Index's 10.37%). The Fund's bond
holdings were overweighted in the two-years-or-less portion of the yield curve;
this market segment generated smaller returns than longer-dated securities. Our
defensive posture, which served the Fund well during the first six months of the
period, made it difficult to fully exploit the rapid and sharp rally in bond
prices during the final three months of the period.
 
                                      B-4
<PAGE>
     Cash levels in the Fund are fairly low, reflecting a fully invested
position in stocks and bonds. We anticipate continued volatility in the capital
markets, with an upward bias, during the second half of 1995. During periods of
weakness, we plan to seek opportunities to add high-coupon, high-quality bonds,
while intensifying our focus on attractively valued stocks of companies with
visible earnings growth and improving fundamentals.
 
<TABLE>
<CAPTION>
ASSET ALLOCATION (AS OF JUNE 30, 1995)                                            % OF FUND INVESTMENTS
- -------------------------------------------------------------------------------  -----------------------
<S>                                                                              <C>
Glenayre Technologies..........................................................              1.3%
Comcast Corp CI.A..............................................................              1.2%
Texas Utilities................................................................              1.2%
Public Service Enter Group.....................................................              1.2%
Glaxo..........................................................................              1.2%
</TABLE>

 
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN 1                                                                  1 YEAR     INCEPTION
- --------------------------------------------------------------------------------------------  ---------  -----------
<S>                                                                                           <C>        <C>
Series A....................................................................................     16.21%       7.84%
Series B without Load.......................................................................     15.84%       6.91%
Series B with Load..........................................................................     10.58%       4.80%
</TABLE>
 
[GRAPHIC]
Data for chart below:

<TABLE>
<CAPTION>
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
<S>                                                <C>
Balanced (Series A)                               $11,980
Balanced (Series B)                               $11,373
S&P 500 Index                                     $13,290
Lehman Govt/Corp Bond                             $11,475
</TABLE>

<TABLE>
<CAPTION>
Initial Investment Date           1/31/93    Jun 93    Jun 94    Jun 95
<S>                                 <C>        <C>       <C>       <C>
CoreFund Balanced Fund, Class A   $10,000   $10,478   $10,309   $11,980
CoreFund Balanced Fund, Class B 
   (Synthetic)   4.50% load        $9,550   $10,004    $9,818   $11,373
S&P 500 Composite Index           $10,000   $10,400   $10,547   $13,290
Lehman Government/Corporate 
   Bond Index                     $10,000   $10,551   $10,397   $11,475
</TABLE>


1 For the period ended June 30, 1995. Past performance of the portfolio is not
predictive of future performance. Individual Series B shares were offered
beginning March 16, 1993. The performance shown for Balanced Portfolio
Series B (synthetic) prior to that date is based on the performance of
Institutional Series A shares adjusted to reflect the maximum sales charge of
4.5% for the Series B shares. Series A shares of the Balanced Portfolio
commenced operations on January 4, 1993.

                             INTERMEDIATE BOND FUND
 
     The CoreFund Intermediate Bond Fund Series A shares returned 8.22% for the
year ended June 30, 1995. This compared with a 7.71% return for the Merrill
Lynch 1-3 year Treasury Index. The Fund's assets changed during the period from
$57,744,000 to $57,089,000.
 
                                      B-5
<PAGE>
     For Series B shares from which a sales charge has been deducted, the return
for the period was 3.13%; for those without a load it was 7.95%.
 
     The extremely volatile bond market conditions that characterized the past
year were particularly evident in the intermediate part of the yield curve. This
is evidenced by the wide yield fluctuations in the two-year Treasury note, which
rose by 1.52% during the second half of 1994, and rallied by 1.89% in the first
half of 1995.
 
     The Intermediate Bond Fund was able to outperform its benchmark during both
of these periods. In 1994, the Fund benefitted from a shorter average maturity,
large cash positions (as high as 18%), and large exposure to the mortgage-backed
securities market, which performed well on a relative basis in 1994.
 
     In late 1994, the Fund began to extend its average maturity and reduce its
cash position, allowing it to benefit from the broad market rally. It further
benefitted from its large holdings of asset-backed securities (as much as 23% of
the portfolio), which performed extremely well in 1995. A shortage of
high-quality corporate bonds allowed spreads to narrow significantly, compared
to Treasuries of similar maturity.
 
     The Fund has maintained its emphasis on credit quality, with over 85% of
its holdings being U.S. government and agency obligations or AAA-rated
securities. Recently, the Fund raised its cash position to 9.9%, due to the
relative unattractiveness of short-to-intermediate Treasuries, which currently
yield less than cash equivalents. We expect this to be a temporary holding.
 
     Looking to the rest of 1995, we expect the Fed to follow through on market
expectations and reduce short-term rates by at least another 25 basis points. A
steepening of the yield curve should accompany this action, creating a more
friendly environment for mortgage-backed securities.
 
     While a further drop in rates is possible, we would also expect volatility
in the fixed-income markets to subside. This would place more emphasis on yield
enhancement, rather than price movement, as a source of investor return.
 
QUICK FUND FACTS -- INTERMEDIATE BOND (6/30/95)
 
Inception Date: February 3, 1992
Portfolio Size: $57.09 million
Shares Outstanding: 5,800,877 (A&B combined)
Average Weighted Maturity: 3.5 years
 
                 QUALITY DIVERSIFICATION (AS OF JUNE 30, 1995)
 
<TABLE>
<CAPTION>
MATURITY IN YEARS                                                                 % OF FUND INVESTMENTS
- -------------------------------------------------------------------------------  -----------------------
<S>                                                                              <C>
AAA............................................................................               66%
AA.............................................................................                4%
A..............................................................................               10%
NR.............................................................................               20%
</TABLE>
 
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN 1                                                                    1 YEAR      INCEPTION
- ---------------------------------------------------------------------------------------------  -----------  -----------
<S>                                                                                            <C>          <C>
Series A.....................................................................................        8.22%        5.32%
Series B without Load........................................................................        7.95%        5.12%
Series B with Load...........................................................................        3.13%        3.71%
</TABLE>

                                      B-6
<PAGE>
[GRAPHIC]
Data for chart to follow:

<TABLE>
<CAPTION>
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
<S>                                                        <C>
Intermediate Bond (Series A)                               $11,930
Intermediate Bond (Series B)                               $11,337
Lehman Govt/Corp Bond Index                                $12,594
Merrill Lynch 1-3 Yr Treasury                              $11,997
</TABLE>

<TABLE>
<CAPTION>
Initial Investment Date                         2/29/92    Jun 92    Jun 93    Jun 94    Jun 95
<S>                                               <C>        <C>       <C>       <C>       <C>
CoreFund Intermediate-Term Bond Fund, Class A   $10,000   $10,249   $11,059   $11,024   $11,930
CoreFund Intermediate-Term Bond Fund, Class B 
   (Synthetic)                   4.50% load      $9,550    $9,788   $10,561   $10,502   $11,337
Lehman Intermediate Government/Corporate 
   Bond Index                                   $10,000   $10,355   $11,442   $11,412   $12,594
Merrill Lynch 1-3 Year Short-Term Treasury      $10,000   $10,284   $10,961   $11,138   $11,997
</TABLE>


1 For the period ended June 30, 1995. Past performance of the portfolio is not
predictive of future performance. Individual Series B shares were offered
beginning January 4, 1993. The performance shown for Intermediate Bond Portfolio
Series B (synthetic) prior to that date is based on the performance of
Institutional Series A shares adjusted to reflect the maximum sales charge of
4.5% for the Series B shares. Series A shares of the Intermediate Bond Portfolio
commenced operations on February 3, 1992.

 
                             PA MUNICIPAL BOND FUND
 
     The PA Municipal Bond Fund, Series A, provided its shareholders with a
return of 7.50% for the 12 months ended June 30, 1995. This compared to a return
for the Lehman PA State Bond Index of 8.84% in the same period. For Series B
shares from which a sales charge has been deducted, the return was 2.41%; for
those without a load, the return was 7.25%.
 
     As of June 30, 1995, the 30-day yield was 5.39% and 4.90%, respectively,
for A and B shares. Assets in the Fund increased from $597,000 to $2,589,000.
 
     The Fund's lower performance, relative to the benchmark index, was mainly
due to supply factors. During the third quarter of 1994, the Fund grew
dramatically. At that time, supply of municipal bonds was very light (down 40%
from 1993). This forced managers to carry unusually high cash levels due to a
lack of coupon income.
 
     In the municipal bond market was driven mostly by ebbs and flows in demand
during the year. In late 1994, many tax-exempt mutual funds experienced large
withdrawals, because of the bond market's poor performance. As dealer
inventories swelled, demand for bonds decreased and prices fell. Then, when
Orange County, CA declared bankruptcy, investors temporarily fled the munibond
market, causing prices to drop further.
 
     In the first half of 1995, yields on fixed-income securities fell, as the
economy showed signs of a slowdown. The municipal bond market has been unable to
attract investors, and has underperformed the Treasury market as a result.
Demand has been slowed by concern over enactment of a flat tax, the Orange
County default, and the strong appeal of the stock market.
 
                                      B-7
<PAGE>
     We believe the Fed will lower interest rates further if inflation remains
under control. In addition, the municipal bond market is technically positioned
to outperform the Treasury market in the coming months. We continue to seek
attractive opportunities to swap or make new purchases, as the market reacts to
these various factors.
 
QUICK FUND FACTS -- PA MUNICIPAL BOND (6/30/95)
 
Inception Date: May 16, 1994
Portfolio Size: $2.59 million
Shares Outstanding: 254,865 (A&B combined)
Average Weighted Maturity: 15.6 years
 

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN 1                                                                    1 YEAR     INCEPTION
- ----------------------------------------------------------------------------------------------  ---------  -----------
<S>                                                                                             <C>        <C>
Series A......................................................................................       7.50%       7.65%
Series B without Load.........................................................................       7.25%       6.52%
Series B with Load............................................................................       2.41%       2.25%
</TABLE>
 
[GRAPHIC]
Data for chart to follow:

<TABLE>
<CAPTION>
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
<S>                                                                   <C>
Pennsylvania Municipal Bond (Series A)                               $10,656
Pennsylvania Municipal Bond (Series B)                               $10,232
Lehman Pennsylvania State Bond Index                                 $10,958
</TABLE>

<TABLE>
<CAPTION>
Initial Investment Date                                   5/31/94    Jun 94    Jun 95
<S>                                                         <C>        <C>       <C>
CoreFund Pennsylvania Municipal Bond Fund, Class A        $10,000    $9,913   $10,656
CoreFund Pennsylvania Municipal Bond Fund, Class B  
                                          4.50% load       $9,550    $9,540   $10,232
Lehman Pennsylvania State Bond Index (MF)                 $10,000    $9,946   $10,958
</TABLE>


1 For the period ended June 30, 1995. Past performance of the portfolio is not
predictive of future performance. Series A and Series B shares were offered
beginning May 16, 1994. The maximum sales charge for Series B shares is 4.5%.


 
                                  CASH RESERVE
 
QUICK FUND FACTS -- CASH RESERVE (6/30/95)
 
Inception Date: August 16, 1985
Portfolio Size: $527.92 million (A&B combined)
Average Weighted Maturity: 43 days
 
                                      B-8
<PAGE>
Seven Day Yield: 5.75 Series A
                    5.48 Series B
 
     The CoreFund Cash Reserve continued to offer strong returns to the
money-market investor during the period ending June 30, 1995. The annual total
return for Series A shares during that period was 5.15%. Series B shares, from
which a 12b-1 fee is deducted, had an annual return of 4.89%. These returns
compared favorably to that of the IBC/Donoghue's All-Taxable Money Fund Average,
which was 4.98% on June 30, 1995.
 
     The Cash Reserve experienced modest growth in assets during the period. The
Fund totaled $527,924,000 on June 30, 1995, up from $516,724,000 a year earlier.
 
     The average maturity of the portfolio had been as short as 28 days in the
first quarter of 1995. In a defensive move against declining rates, the average
maturity was then gradually extended. By June 30, it was 43 days.
 
     Portfolio structure of the Cash Reserve has favored commercial paper, due
to the widening spread of returns relative to other investment vehicles. As
spreads fluctuate, we will routinely evaluate the structure, to add value to the
portfolio.
 
     Interest rates appear to have peaked, and the negative tone of the forward
curve would indicate further reductions in rates. In coming months, we look for
further declines on the heels of the recent lowering of the Fed Funds rate. To
maintain yield, we will pursue an extension strategy with the Cash Reserve,
targeting an average weighted maturity of 50 to 55 days.
 
                                TREASURY RESERVE
 
QUICK FUND FACTS -- TREASURY RESERVE (6/30/95)
 
Inception Date: November 21, 1988
Portfolio Size: $500.82 million (A&B combined)
Average Weighted Maturity: 47 days
Seven Day Yield: 5.68 Series A
                    5.42 Series B
 
     During a period when short-term interest rates increased 50 basis points,
the Treasury Reserve continued to deliver excellent investment results for the
period ending June 30, 1995. Series A shares returned an effective average
annual yield of 4.98%. The six-month total return for Series A shares was 5.58%.
Series B shares returned an effective average annual yield of 4.72%. The
six-month total return for Series B shares, from which a 12b-1 fee has been
deducted, was 5.32%.
 
     Since June 30, 1994, the CoreFund Treasury Reserve increased in size by
1.7%. Assets as of June 30, 1995, totaled $500,818,000. The average maturity
increased by 13 days, to 47.
 
     Although assets increased by $8 million, the increase in maturities was
mainly due to the purchase of longer-term Treasury securities. These securities
were purchased in order to hedge against the possibility of an easing in
short-term rates by the Federal Reserve Board.
 
     As of this writing the Fed has lowered the funds rate by 25 basis points.
Economic data is expected to be mixed and inflation should remain under control
during the second half of 1995. Our near-term position remains biased towards a
gradual decline in short-term rates as long as inflationary pressures remain
subdued. For this reason we will continue to look for buying opportunities along
the treasury bill yield curve while keeping the average maturity in the 45 to 55
day range.
 
                                      B-9
<PAGE>
                                TAX-FREE RESERVE
 
QUICK FUND FACTS -- TAX-FREE RESERVE (6/30/95)
 
Inception Date: April 16, 1991
Portfolio Size: $64.28 million (A&B combined)
Average Weighted Maturity: 34 days
Seven Day Yield: 3.56 Series A
                    3.30 Series B
 
     The CoreFund Tax-Free Reserve, Series A shares, returned 3.12% for the year
ending June 30, 1995. This compared favorably to the 3.11% return provided by
Donoghue's Tax-Free Fund during the same period. For Series B shares of the
CoreFund Tax-Free Reserve, from which a 12b-1 fee has been deducted, the return
for the same period was 2.86%.
 
     The average maturity of the Tax-Free Reserve was shortened from 44 to 34
days during the period, to take advantage of rising interest rates. Net assets
in the Tax-Free Reserve decreased 22% to $64,280,000 on June 30, 1995 from
$80,330,000 on December 31, 1994.
 
     The decrease in assets was caused by the volatility of the tax-exempt money
market. Although rates increased steadily throughout the year, the spread
between taxables and non-taxables widened. The taxable equivalent yields on many
tax-exempt money market securities did not compare favorably to their taxable
counterparts. This prompted crossover buyers to move out of their tax-exempt
funds, and into taxable funds.
 
     In coming months, management of the Fund will focus on extending the
average maturity, to pick up yield.
 
                                  APPENDIX III
 
                     SHAREHOLDER TRANSACTIONS AND SERVICES
 
     This Appendix compares the shareholder transactions and services that are
available in connection with: (1) Individual Shares and Institutional Shares of
the CoreFunds Portfolios, and (2) Retail and Institutional Shares of the
Conestoga Portfolios.
 
         I. COREFUNDS PORTFOLIOS -- INDIVIDUAL SHARES AND INSTITUTIONAL
                 SHARES AND CORRESPONDING CONESTOGA PORTFOLIOS*
 
     *(Includes Retail and Institutional Shares of the Conestoga Cash Management
Fund, Tax-Free Fund, U.S. Treasury Securities Fund (collectively, the 'Conestoga
Money Market Portfolios'); the Equity Fund, Special Equity Fund, Balanced Fund
and International Equity Fund (collectively, the 'Conestoga Equity Portfolios');
and the Bond Fund, Intermediate Income Fund, Pennsylvania Tax-Free Bond Fund and
Short-Term Income Fund (collectively, the 'Conestoga Fixed Income Portfolios').
 
A. SALES CHARGES AND EXEMPTIONS
 
     CoreFunds Portfolios -- Individual and Institutional Shares
 
     (a) Institutional Shares of each CoreFunds Portfolio are sold without a
sales charge.
 
     (b) Individual Shares of the CoreFunds Equity and Fixed Income Portfolios
are sold with a 3.25% sales charge. Individual Shares of CoreFunds Money Market
Portfolios are sold without a sales charge.
 
     (c) The CoreFunds Portfolios offer sales charge exemptions to the following
classes of shareholders: (a) employees (including members of their immediate
families and significant others) of CoreStates Financial Corp, Cashman, Farrell,
Martin Currie, Alpha Global and Investment Alternatives, Inc. and their
affiliates; (b) employees of the administrator and distributor; (c) Directors
 
                                      C-1
<PAGE>
and officers of CoreFunds; (d) customers who purchase their shares under a
shareholder servicing arrangement between CoreFunds and CoreStates Financial
Corp or its affiliates, having met specific standards which CoreStates Financial
Corp or its affiliates will publish periodically and which qualify those
customers as customers of the Private Banking Groups or UniFinancial Groups of
those affiliates, (e) Individual Retirement Account rollovers from qualified
employee benefit plans, Keogh plans, and Simplified Employee Benefit Plans where
CoreStates Financial Corp or its affiliate serves as trustee or investment
manager; (f) any retirement plan qualified under Section 401(a) of the code or
any other non-qualified benefit plan; and (g) any participant-directed
retirement plan qualified under Section 401(a) of the Code or any
participant-directed non-qualified defined compensation plan described in
Section 457 of the Code. In addition, the initial sales charge will be waived
for (a) investors who are transferring shares from another investment company
which has a broker/dealer relationship with CoreFunds for which they have
already paid a sales charge since October 26, 1992, (b) customers converting
from CoreStates Personal Financial Services Asset Allocation Program (CorePath)
to Individual Shares of a Portfolio and (c) shareholders who have purchased
shares of a mutual fund through an asset allocation program offered by a company
which has been acquired by CoreStates Financial Corp, and who wishes to transfer
those shares to Individual Shares of a portfolio. Subsequent investments in the
Portfolios by these investors will be subject to the applicable sales charge.
 
     The sales charge will not apply to purchases made through reinvested
dividends and distributions. The sales charge also will not apply to exchanges
between CoreFunds Portfolios to the extent that a shareholder has credit for
previously paid sales charges on purchases of any of the CoreFunds Portfolios.
 
     (d) The CoreFunds Portfolios also offer rights of accumulation and letter
of intent programs that can reduce the sales charge payable on Individual share
purchases.
 
            CONESTOGA PORTFOLIOS -- RETAIL AND INSTITUTIONAL SHARES
 
     (a) Institutional Shares of the Conestoga Portfolios are sold without a
sales charge.
 
     (b) Retail Shares of the Conestoga Equity and Fixed Income Portfolios are
sold with a 2.0% maximum front-end sales charge. Retail Shares of the Money
Market Portfolios are sold without a sales charge.
 
     (c) The following classes of Conestoga investors may purchase Retail Shares
of the Equity and Fixed Income Portfolios with no sales charge: (1) existing
shareholders of the applicable Portfolios upon the automatic reinvestment of
dividend and capital gain distributions; (2) Trustees of Conestoga and officers,
directors, employees and retired employees of the investment advisor and its
affiliates, SFS and its affiliates, and spouses and minor children of each of
the foregoing; (3) Investors for whom the investment advisor or one of its
affiliates (except a Conestoga IRA (as defined below)), acts in a fiduciary,
advisory, custodial, agency or similar capacity and for whom purchases are made
through such accounts; (4) Investors who purchase Retail Shares of the
applicable portfolio through a payroll deduction plan, a 401(k) plan, a 403(b)
plan or other similar retirement plans which by its terms permits purchases of
such shares; (5) Investors investing in a Conestoga Portfolio direct individual
retirement account (a 'Conestoga IRA') may make both initial and subsequent
purchases without a sales charge if the initial purchase is funded in whole or
in part by assets directly transferred to the Conestoga IRA from a distribution
made by a qualified retirement plan maintained through the asset management
affiliates of Meridian Bancorp, Inc.; (6) Employees (and their spouses and
children under the age of 21) of any broker-dealer with which the distributor
enters into a dealer agreement to sell shares of the Portfolios; and (7) Orders
placed on behalf of other investment companies distributed by the distributor or
any of its affiliates. The distributor may change or eliminate the foregoing
waivers at any time. The distributor may also periodically waive the sales
charge for all investors with respect to any portfolio.
 
                                      C-2
<PAGE>
     (d) The Conestoga Portfolios also offer rights of accumulation and letter
of intent programs that can reduce the sales charge payable on Retail Share
purchases.
 
B. PURCHASE POLICIES
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                   <C>
                                      COREFUNDS PORTFOLIOS -- INDIVIDUAL    CONESTOGA PORTFOLIOS -- RETAIL AND
                                      AND INSTITUTIONAL SHARES              INSTITUTIONAL SHARES
- ----------------------------------------------------------------------------------------------------------------
Minimum Initial Investments           $1,000,000 for initial purchases of   $1,000 for initial purchases of
                                      Institutional Shares and $500 for     Retail and Institutional Shares
                                      initial purchases of Individual       ($100 for Auto Invest Plan). The
                                      Shares (No minimum for Automatic      minimum investment may be waived if
                                      Investment Plan).                     share purchases are made in
                                                                            connection with a qualified pension
                                                                            plan, payroll savings plans or other
                                                                            employer plans.
- ----------------------------------------------------------------------------------------------------------------
Minimum Subsequent Investments        No minimum (except $50 for Automatic  No minimum (except $50 for Auto
                                      Investment Plan).                     Invest Plan).
- ----------------------------------------------------------------------------------------------------------------
Automatic Investment Plan             Yes. Individual Shares may be         Yes. Retail Shares may be purchased
                                      purchased monthly through automatic   on a monthly or quarterly basis
                                      deductions from a shareholder's       through automatic deductions from a
                                      checking or savings account. There    shareholder's checking or savings
                                      is no minimum initial investment      account with a $100 initial and $50
                                      amount for Automatic Investment       subsequent investment minimum. The
                                      Plans, however the minimum            minimum initial purchase amounts and
                                      pre-authorized investment amount is   minimum maintained balance
                                      $50 per month per account.            requirements may be waived for
                                                                            purchases under the Auto Invest
                                                                            Plan.
- ----------------------------------------------------------------------------------------------------------------
Purchase Methods                      Shares are sold by SFS directly and   Shares are sold by SFS directly and
                                      through broker/dealers having a       through broker/dealers having a
                                      dealer agreement with SFS and may     dealer agreement with SFS Corp.; by
                                      also be purchased through CoreStates  mail, by telephone, by wire.
                                      Securities by mail, by telephone, by
                                      wire.
- ----------------------------------------------------------------------------------------------------------------
Payment methods                       By check (or other negotiable bank    By check (or other negotiable bank
                                      instrument or money order), by wire,  instrument or money order), by wire,
                                      by Automated Clearing House (ACH).    by ACH.
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
 
     A Conestoga Institutional shareholder who, at the Effective Time of the
Transaction, meets the Conestoga, but not the CoreFunds, minimum investment
requirement, will not be required to redeem the CoreFunds shares received in
connection with the Transaction, unless the balance in the shareholder's account
drops below the Conestoga minimum as a result of redemptions.
 
     The CoreFunds Portfolios and Conestoga Portfolios each reserve the right to
reject any purchase order.
 
                                      C-3
<PAGE>
C. REDEMPTION POLICIES
 
   
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                   <C>
                                      COREFUNDS PORTFOLIOS -- INDIVIDUAL    CONESTOGA PORTFOLIOS -- RETAIL AND
                                      AND INSTITUTIONAL SHARES              INSTITUTIONAL SHARES
- ----------------------------------------------------------------------------------------------------------------
Redemption Methods                    By mail or telephone.                 By mail or telephone.
- ----------------------------------------------------------------------------------------------------------------
Payment Methods                       By check, by wire, by ACH. There is   By check, by wire or ACH. There is a
                                      a $10.00 charge for wiring            $7 charge for wiring redemption
                                      redemption proceeds. Payment is       proceeds. Payment made within 7
                                      normally made on the next business    days, but Conestoga attempts to
                                      day, but CoreFunds may take up to 7   honor requests for next day payment
                                      days to honor redemption requests.    of redemption proceeds.
- ----------------------------------------------------------------------------------------------------------------
Check Writing Privilege               Yes, for CoreFunds Money Market       Yes, for Conestoga Money Market
                                      Portfolios ($250 minimum).            Portfolios ($1,000 minimum).
- ----------------------------------------------------------------------------------------------------------------
Automatic Cash Withdrawal Plan        Yes. ($5,000 minimum balance/$50      Yes. (No minimum balance
                                      minimum per transaction.)             required/$100 minimum per
                                                                            transaction.)
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
    
 
     A shareholder of record may be required to redeem Individual Shares in any
CoreFunds Portfolio if the balance in the shareholder's account in that
Portfolio drops below $500 as the result of a redemption request and the
shareholder does not increase the balance to at least $500 upon sixty days'
notice. The Conestoga Portfolios may redeem involuntarily, upon sixty days'
notice, Retail shares of a shareholder whose account decreases to a value of
less than $1,000 because of redemptions unless the shareholder makes an
additional investment during that period in an amount that will increase the
value of the account to at least $500. CoreFunds Portfolios and the Conestoga
Portfolios may also redeem shares involuntarily when appropriate in light of
their responsibilities under the 1940 Act, and may make payment for redemptions
in securities in lieu of cash.
 
D. SHARE EXCHANGES
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                   <C>
                                      COREFUNDS PORTFOLIOS -- INDIVIDUAL    CONESTOGA PORTFOLIOS -- RETAIL AND
                                      AND INSTITUTIONAL SHARES              INSTITUTIONAL SHARES
- ----------------------------------------------------------------------------------------------------------------
By Mail                               Yes.                                  Yes.
- ----------------------------------------------------------------------------------------------------------------
By Telephone                          Yes.                                  Yes.
- ----------------------------------------------------------------------------------------------------------------
Minimum                               Inapplicable.                         $1,000 minimum.
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

     CoreFunds Individual Shares may be exchanged for Individual Shares in any
other CoreFunds Portfolios. Shareholders who exchange into any CoreFunds
Portfolio that imposes a sales charge may be subject to such sales charge, if
applicable and not previously paid. With respect to the Conestoga Portfolios, a
shareholder who has paid a sales load on purchases of Retail Shares of an Equity
or Fixed Income Portfolio may exchange those Retail Shares for Retail Shares of
another Conestoga Equity or Fixed Income Portfolio at net asset value.
Shareholders of Retail Shares of the Conestoga Money Market Portfolios may
exchange these for Retail Shares of another Conestoga Money Market Portfolio at
net asset value. Shareholders who want to move investments in a Conestoga Money
Market Portfolio to a Conestoga Equity or Fixed Income Portfolio must follow the
redemption and purchase procedures for Retail Shares. If however, those Retail
Shares of a Conestoga Money Market Portfolio were acquired by a previous
exchange from Retail Shares of a Conestoga Equity or Fixed Income Portfolio,
these may be exchanged without payment of a sales charge. Exchanges are only
available in states where exchanges can lawfully be made from one Portfolio to
another, and must satisfy the requirements relating to the minimum initial
investment in a Portfolio. CoreFunds and Conestoga
 
                                      C-4
<PAGE>
reserve the right to reject any telephone exchange request and to modify or
terminate exchange privileges at any time.
 
E. RESPONSIBILITY FOR TELEPHONE INSTRUCTIONS
 
     The CoreFunds and Conestoga Portfolios, their administrators and their
distributors are not liable for any loss, liability, cost or expense for acting
upon telephone instructions that are reasonably believed to be genuine. In
attempting to confirm that telephone instructions are genuine, procedures are
used that are considered reasonable, which may include recording telephone
instructions and requesting information as to account registration such as the
shareholder account number and/or tax identification number (in the case of
CoreFunds) or sending confirmations within 72 hours of the exchange, verifying
the name in which an account is registered, the account number, and the account
holder's Social Security number, and sending proceeds only to the address of
record or to a previously authorized bank account (in the case of Conestoga).
 
                        II. DIVIDENDS AND DISTRIBUTIONS
 
     All CoreFunds Portfolios and Conestoga Portfolios distribute their net
capital gains to shareholders at least annually. The following table shows the
Portfolios' policies concerning the declaration and payment of dividends from
net investment income.
 
A. DIVIDENDS DECLARED DAILY/PAID MONTHLY
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>
COREFUNDS PORTFOLIOS                                      CONESTOGA PORTFOLIOS
- ------------------------------------------------------------------------------------------------------------------
Cash Reserve                                              Cash Management Fund
- ------------------------------------------------------------------------------------------------------------------
Tax-Free Reserve                                          Tax-Free Fund
- ------------------------------------------------------------------------------------------------------------------
Treasury Reserve                                          U.S. Treasury Securities Fund
- ------------------------------------------------------------------------------------------------------------------
Intermediate Bond Fund
- ------------------------------------------------------------------------------------------------------------------
Pennsylvania Municipal Bond Fund
- ------------------------------------------------------------------------------------------------------------------
Short-Term Fund
- ------------------------------------------------------------------------------------------------------------------
Bond Fund
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

 
B. DIVIDENDS DECLARED MONTHLY/PAID MONTHLY
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>
COREFUNDS PORTFOLIOS                                      CONESTOGA PORTFOLIOS
- ------------------------------------------------------------------------------------------------------------------
(None)                                                    Intermediate Income Fund
- ------------------------------------------------------------------------------------------------------------------
                                                          Tax-Free Bond Fund
- ------------------------------------------------------------------------------------------------------------------
                                                          Short-Term Income Fund
- ------------------------------------------------------------------------------------------------------------------
                                                          Bond Fund
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
 
C. DIVIDENDS DECLARED QUARTERLY/PAID QUARTERLY
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>
COREFUNDS PORTFOLIOS                                      CONESTOGA PORTFOLIOS
- ------------------------------------------------------------------------------------------------------------------
Value Equity Fund                                         Equity Fund
- ------------------------------------------------------------------------------------------------------------------
Balanced Fund                                             Balanced Fund
- ------------------------------------------------------------------------------------------------------------------
Special Equity Fund                                       Special Equity Fund
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
 
                                      C-5
<PAGE>
D. DIVIDENDS DECLARED ANNUALLY/PAID ANNUALLY
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>
COREFUNDS PORTFOLIOS                                      CONESTOGA PORTFOLIOS
- ------------------------------------------------------------------------------------------------------------------
(None)                                                    International Equity Fund
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
 
E. DIVIDENDS DECLARED PERIODICALLY/PAID PERIODICALLY
 

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>
COREFUNDS PORTFOLIOS                                      CONESTOGA PORTFOLIOS
- ------------------------------------------------------------------------------------------------------------------
International Growth Fund                                 (None)
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
 
F. THE COREFUNDS PORTFOLIOS AND CONESTOGA PORTFOLIOS ALL OFFER DIVIDEND
   REINVESTMENT PROGRAMS.
                                  APPENDIX IV
            INTERIM INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS
                                    FORM OF
                     INTERIM INVESTMENT ADVISORY AGREEMENT
 
     AGREEMENT made as of _______________, 1996 between CONESTOGA FAMILY OF
FUNDS, a Massachusetts trust with transferrable shares (the 'Company'), and
Meridian Investment Company or its successor (the 'Investment Adviser').
 
     WHEREAS, the Company is registered as an open-end, diversified, management
investment company under the Investment Company Act of 1940, as amended ('1940
Act'); and
 
     WHEREAS, the Company desires to retain the Investment Adviser to furnish
investment advisory services to the Cash Management Fund, Tax-Free Fund, U.S.
Treasury Securities Fund, Equity Fund, Special Equity Fund, Bond Fund,
Intermediate Income Fund, Pennsylvania Tax-Free Bond Fund, Balanced Fund,
Short-Term Income Fund and International Equity Fund and such other investment
portfolios of the Company as the Company and the Investment Adviser may agree
upon from time to time (each, a 'Fund' and collectively, the 'Funds') and the
Investment Adviser represents that it is willing and possesses legal authority
to so furnish such services;
 
     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
 
     1. Appointment. The Company hereby appoints the Investment Adviser to act
as investment adviser to the Fund or Funds identified on Schedule A hereto for
the period and on the terms set forth in this Agreement. The Investment Adviser
accepts such appointment and agrees to furnish the services herein set forth for
the compensation herein provided. Additional Funds may be added to this
Agreement from time to time by the parties executing a new Schedule A which
shall become effective upon its execution and shall supersede any Schedule A
having an earlier date.
 
     2. Delivery of Documents. The Company has furnished the Investment Adviser
with copies properly certified or authenticated of each of the following:
 
          (a) the Company's Agreement and Declaration of Trust, as executed on
     August 1, 1989 and as filed with the Secretary of State of the Commonwealth
     of Massachusetts on August 2, 1989, and all amendments thereto or
     restatements thereof;
 
          (b) the Company's Code of Regulations and any amendments thereto;
 
                                      D-1
<PAGE>
          (c) resolutions of the Company's Board of Trustees authorizing the
     appointment of the Investment Adviser and approving this Agreement;
 
          (d) the Company's Notification of Registration on Form N-8A under the
     1940 Act as filed with the Securities and Exchange Commission on August 9,
     1989 and any amendments thereto;
 
          (e) the Company's Registration Statement on Form N-1A under the
     Securities Act of 1933, as amended ('1933 Act') (File No. 33-30431) and
     under the 1940 Act as filed with the Securities and Exchange Commission and
     all amendments thereto; and
 
          (f) the most recent prospectus and Statement of Additional Information
     of each Fund (such prospectuses and Statement of Additional Information, as
     presently in effect, and all amendments and supplements thereto are herein
     collectively called the 'Prospectus').
 
     The Company will furnish the Investment Adviser from time to time with
copies of all amendments of or supplements to the foregoing.
 
     3. Management. Subject to the supervision of the Company's Board of
Trustees, the Investment Adviser will provide a continuous investment program
for each Fund, including investment research and management with respect to all
securities and investments and cash equivalents in said Funds. The Investment
Adviser will determine from time to time what securities and other investments
will be purchased, retained or sold by the Company with respect to each Fund.
The Investment Adviser will provide the services under this Agreement in
accordance with each Fund's investment objective, policies, and restrictions as
stated in the Prospectus and resolutions of the Company's Board of Trustees. The
Investment Adviser further agrees that it:
 
          (a) will use the same skill and care in providing such services as it
     uses in providing services to other accounts for which it has investment
     responsibilities;
 
          (b) will conform with all applicable Rules and Regulations of the
     Securities and Exchange Commission and in addition will conduct its
     activities under this Agreement in accordance with any applicable
     regulations of any governmental authority pertaining to the investment
     advisory activities of the Investment Adviser;
 
          (c) will not make loans to any person to purchase or carry units of
     beneficial interest in the Company or make interest-bearing loans to the
     Company;
 
          (d) will place orders pursuant to its investment determinations for
     the Company either directly with the issuer or with any broker or dealer.
     In placing orders with brokers and dealers, the Investment Adviser will
     attempt to obtain prompt execution of orders in an effective manner at the
     most favorable price. Consistent with this obligation, when the execution
     and price offered by two or more brokers or dealers are comparable, the
     Investment Adviser may, in its discretion, purchase and sell portfolio
     securities to and from brokers and dealers who provide the Investment
     Adviser with research advice and other services; In no instance will
     portfolio securities be purchased from or sold to SEI Financial Management
     Corporation, SEI Financial Services Company, the Investment Adviser, or any
     affiliated person of either the Company, SEI Financial Management
     Corporation, SEI Financial Services Company, or the Investment Adviser;
 
          (e) will maintain all books and records with respect to the Company's
     securities transactions and will furnish the Company's Board of Trustees
     such periodic and special reports as the Board may request;
 
          (f) will treat confidentially and as proprietary information of the
     Company all records and other information relative to the Company and
     prior, present, or potential interestholders, and will not use such records
     and information for any purpose other than performance of its
     responsibilities and duties hereunder, except after prior notification to
     and approval in writing by the Company, which approval shall not be
     unreasonably withheld and may not be withheld where the Investment Adviser
     may be exposed to civil or criminal contempt proceedings for failure to
 
                                      D-2
<PAGE>
     comply, when requested to divulge such information by duly constituted
     authorities, or when so requested by the Company; and
 
          (g) will maintain its policy and practice of conducting its fiduciary
     functions independently. In making investment recommendations for the
     Company, the Investment Adviser's personnel will not inquire or take into
     consideration whether the issuers of securities proposed for purchase or
     sale for the Company's account are customers of the Investment Adviser or
     of its parent or its subsidiaries or affiliates. In dealing with such
     customers, the Investment Adviser and its parent, subsidiaries, and
     affiliates will not inquire or take into consideration whether securities
     of those customers are held by the Company.
 
     4. Assistance. The Investment Adviser may employ or contract with other
persons to assist it in the performance of this Agreement (herein, a
'Sub-Adviser'); provided, however, that the retention of any Sub-Adviser shall
be approved as may be required by the 1940 Act. A Sub-Adviser may perform under
the supervision of the Investment Adviser any or all services described under
Section 3. Sub-Advisers may include other investment advisory or management
firms and officers or employees who are employed by both the Investment Adviser
and the Company. The fees or other compensation of any Sub-Adviser shall be paid
by the Investment Adviser and no obligation may be incurred on the Company's
behalf to any such person.
 
     In the event that the Investment Adviser appoints a Sub-Adviser, the
Investment Adviser will review, monitor, and report to the Company's Board of
Trustees on the performance and investment procedures of any such Sub-Adviser;
assist and consult with any Sub-Adviser in connection with the Fund's continuous
investment program; and approve lists of foreign countries which may be
recommended by any Sub-Adviser for investment by the Fund.
 
     5. Services Not Exclusive. The investment management services furnished by
the Investment Adviser hereunder are not to be deemed exclusive, and the
Investment Adviser shall be free to furnish similar services to others so long
as its services under this Agreement are not impaired thereby.
 
     6. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Investment Adviser hereby agrees that all records which
it maintains for the Company are the property of the Company and further agrees
to surrender promptly to the Company any of such records upon the Company's
request. The Investment Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
 
     7. Expenses. During the term of this Agreement, the Investment Adviser will
pay all expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities (including brokerage commissions, if
any) purchased for the Company.
 
     8. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, each Fund will pay the Investment Adviser and the
Investment Adviser will accept as full compensation therefor a fee equal to the
lesser of (i) the fee computed daily and paid monthly at the applicable annual
rate set forth on Schedule A hereto, or (ii) such fee as may from time to time
be agreed upon in writing by the Company and the Investment Adviser in advance
of the period to which the fee relates. Each Fund's obligation to pay the
above-described fee to the Investment Adviser will begin as of the date of the
initial public sale of shares in that Fund.
 
     If in any fiscal year the aggregate expenses of any Fund (as defined under
the securities regulations of any state having jurisdiction over the Company)
exceed the expense limitations of any such state, the Investment Adviser will
reimburse such Fund for a portion of such excess expenses equal to such excess
times the ratio of the fees otherwise payable by such Fund to the Investment
Adviser hereunder to the sum of the aggregate fees otherwise payable by the Fund
to the Investment Adviser hereunder and to SEI Financial Management Corporation
under the Administration Agreement between SEI Financial Management Corporation
and the Company. The obligation of the Investment Adviser to reimburse the Funds
hereunder is limited in any fiscal year to the amount of its fee hereunder for
such fiscal year, provided, however, that notwithstanding the foregoing, the
Investment
 
                                      D-3
<PAGE>
Adviser shall reimburse the Funds for such proportion of such excess expenses
regardless of the amount of fees paid to it during such fiscal year to the
extent that the securities regulations of any state having jurisdiction over the
Company so require. Such expense reimbursement, if any, will be estimated daily
and reconciled and paid on a monthly basis.
 
     The fee attributable to each Fund shall be the several (and not joint or
joint and several) obligation of each such Fund.
 
     9. Limitation of Liability. The Investment Adviser shall not be liable for
any error of judgment or mistake of law or for any loss suffered by any Fund in
connection with the performance of this Agreement, except a loss resulting from
a breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Investment Adviser in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.
 
     10. Duration and Termination. This Agreement will become effective as to a
Fund as of the date first written above, provided that it shall have been
approved by vote of a majority of the outstanding voting securities of such Fund
in accordance with the requirements under the 1940 Act, and, unless sooner
terminated as provided herein, shall continue in effect for two years after such
effective date. Thereafter, if not terminated, this Agreement shall continue in
effect as to each Fund for successive yearly periods, provided that such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Company's Board of Trustees who are not parties
to this Agreement or interested persons of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the vote of a majority of the Company's Board of Trustees or by the vote of a
majority of the outstanding voting securities of such Fund. Notwithstanding the
foregoing, this Agreement may be terminated as to a particular Fund at any time
on 60 days' written notice, without the payment of any penalty, by the Company
(by vote of the Company's Board of Trustees or by vote of a majority of the
outstanding voting securities of such Fund) or by the investment Adviser. This
Agreement will immediately terminate in the event of its assignment. (As used in
this Agreement, the terms 'majority of the outstanding voting securities,'
'interested persons' and 'assignment' shall have the meaning given to such terms
by the 1940 Act.)
 
     11. Amendment of this Agreement. No provision of this Agreement may be
changed, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought.
 
     12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by the law of the Commonwealth of Pennsylvania.
 
     The names 'Conestoga Family of Funds' and 'Trustees of Conestoga Family of
Funds' refer respectively to the Trust created and the Trustees, as trustees but
not individually or personally, acting from time to time under a Declaration of
Trust dated August 1, 1989 which is hereby referred to and a copy of which is on
file at the office of the State Secretary of The Commonwealth of Massachusetts
and at the principal office of the Trust. The obligations of 'Conestoga Family
of Funds' entered into in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually, but in such capacities, and
are not binding upon any of the Trustees, shareholders or representatives of the
Trust personally, but bind only the Trust Property, and all persons dealing with
any class of shares of the Trust must look solely to the Trust Property
belonging to such class for the enforcement of any claims against the Trust.
 
     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers designated below as of the day and
year first above written.
 

                                              CONESTOGA FAMILY OF FUNDS
Seal                                          By: s/
                                                  ------------------------
                                              Title:
 
                                      D-4
<PAGE>

                                              MERIDIAN INVESTMENT COMPANY
Seal                                          By: s/
                                                  ------------------------
                                              Title:

 
                                      D-5
<PAGE>
                                   SCHEDULE A
                                     TO THE
                         INVESTMENT ADVISORY AGREEMENT
                     BETWEEN CONESTOGA FAMILY OF FUNDS AND
                          MERIDIAN INVESTMENT COMPANY
                           DATED ______________, 1996
 
<TABLE>
<CAPTION>
                     NAME OF FUND                        COMPENSATION*
- ------------------------------------------------------  ---------------
<S>                                                     <C>
Cash Management Fund..................................         0.40%
Tax-Free Fund.........................................         0.40%
U.S. Treasury Securities Fund.........................         0.40%
Equity Fund...........................................         0.74%
Special Equity Fund...................................         1.50%
Bond Fund.............................................         0.74%
Intermediate Income Fund..............................         0.74%
Pennsylvania Tax-Free Bond Fund.......................         0.74%
Short-Term Income Fund................................         0.74%
Balanced Fund.........................................         0.75%
International Equity Fund.............................         1.00%
</TABLE>
 
   
                                              CONESTOGA FAMILY OF FUNDS
                                              By: s/
                                                  ------------------------
                                              Title:
                                              MERIDIAN INVESTMENT COMPANY
                                              By: s/
                                                  ------------------------
                                              Title:
    
 
- ------------------
 
* All fees are stated as an annual rate based upon the Fund's average daily net
  assets and are computed daily and payable monthly.
 
                                      D-6
<PAGE>
                                    FORM OF
 
                         INTERIM SUB-ADVISORY AGREEMENT
 
     AGREEMENT made as of _______________, 1996 between Meridian Investment
Company or its successor (the 'Adviser') and Marvin and Palmer Associates, Inc.
(the 'Sub-Adviser').
 
     WHEREAS, Conestoga Family of Funds (the 'Company') is registered as an
open-end diversified, management investment company under the Investment Company
Act of 1940, as amended ('1940 Act'); and
 
     WHEREAS, the Adviser desires to retain the Sub-Adviser to furnish
investment advisory services to the Company's International Equity Fund (the
'Fund') and the Sub-Adviser represents that it is willing and possesses legal
authority to so furnish such services;
 
     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
 
     1. Appointment. The Advisor hereby appoints the Sub-Advisor to act as
Sub-adviser to the Fund for the period and on the terms set forth in this
Agreement. The Sub-Adviser accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided.
 
     2. Delivery of Documents. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following:
 
          (a) the Company's Agreement and Declaration of Trust, as executed on
     August 1, 1989 and as filed with the Secretary of State of the Commonwealth
     of Massachusetts on August 2, 1989, and all amendments thereto or
     restatements thereof;
 
          (b) the Company's Code of Regulations and any amendments thereto;
 
          (c) resolutions of the Company's Board of Trustees authorizing the
     appointment of the Sub-Adviser, approving this Agreement, and establishing
     the investment objective, policies and restrictions of the Fund;
 
          (d) the Company's Notification of Registration on Form N-8A under the
     1940 Act as filed with the Securities and Exchange Commission on August 9,
     1989 and any amendments thereto;
 
          (e) the amendments to the Company's Registration Statement on Form
     N-1A under the Securities Act of 1933, as amended ('1933 Act'), (File No.
     33-30431) and under the 1940 Act relating to the Fund as filed with the
     Securities and Exchange Commission and all amendments thereto; and
 
          (f) the Fund's most recent prospectuses and Statement of Additional
     Information (such prospectuses and Statement of Additional Information, as
     presently in effect, and all amendments and supplements thereto are herein
     collectively called the 'Prospectus').
 
     The Adviser will furnish the Sub-Adviser from time to time with copies of
all amendments of or supplements to the foregoing.
 
     3. Duties of Sub-Adviser. Subject to the supervision of the Company's Board
of Trustees, the Sub-Adviser will assist the Adviser in providing a continuous
investment program for the Fund, including investment research and management
with respect to all securities and investments and cash equivalents of the Fund.
The Sub-Adviser will provide the services under this Agreement in accordance
with the Fund's investment objective, policies, and restrictions as stated in
the Prospectus and resolutions of the Company's Board of Trustees.
 
     Without limiting the generality of the foregoing, Sub-Adviser further
agrees that it will:
 
          (a) prepare, subject to the Adviser's approval, lists of foreign
     countries for investment by the Fund and determine from time to time what
     securities and other investments will be purchased,
 
                                      D-7
<PAGE>
     retained or sold for the Fund, including, with the assistance of the
     Adviser, the Fund's investments in futures and forward currency contracts;
 
          (b) manage in consultation with the Adviser the Fund's temporary
     investments in securities;
 
          (c) manage the Fund's overall cash position, and determine from time
     to time what portion of the Fund's assets will be held in different
     currencies;
 
          (d) provide the Adviser with foreign broker research, a quarterly
     review of international economic and investment developments, and
     occasional analyses on international investment issues;
 
          (e) attend regular business and investment-related meetings with the
     Company's Board of Trustees and the Adviser if requested to do so by the
     Company and/or the Adviser; and
 
          (f) maintain books and records with respect to the securities
     transactions for the Fund, furnish to the Adviser and the Company's Board
     of Trustees such periodic and special reports as they may request with
     respect to the Fund, and provide in advance to the Adviser all reports to
     the Company's Board of Trustees for examination and review within a
     reasonable time prior to the Company's Board meetings.
 
     4. Covenants by Sub-Adviser. Sub-Adviser agrees with respect to the
services provided to the Fund that it:
 
          (a) will use the same skill and care in providing such services as it
     uses in providing services to other accounts for which it has investment
     responsibilities, and will conform with all applicable Rules and
     Regulations of the Securities and Exchange Commission ('SEC Regulations')
     and in addition will conduct its activities under this Agreement in
     accordance with any applicable regulations of any governmental authority
     pertaining to the investment advisory activities of the Sub-Adviser;
 
          (b) will telecopy trade information to the Adviser on the first
     business day following the day of the trade and cause broker confirmations
     to be sent directly to the Adviser; and
 
          (c) will treat confidentially and as proprietary information of the
     Company all records and other information relative to the Fund and prior,
     present or potential shareholders, and will not use such records and
     information for any purpose other than performance of its responsibilities
     and duties hereunder (except after prior notification to and approval in
     writing by the Company, which approval may not be withheld where
     Sub-Adviser would be exposed to civil or criminal contempt proceedings for
     failure to comply, when requested to divulge such information by duly
     constituted authorities, or when so requested by the Company).
 
     5. Services Not Exclusive.
 
          (a) The services furnished by Sub-Adviser hereunder are deemed not to
     be exclusive, and nothing in this Agreement shall (i) prevent Sub-Adviser
     or any affiliated person (as defined in the 1940 Act) of Sub-Adviser from
     acting as investment adviser or manager for any other person or persons,
     including other management investment companies with investment objectives
     and policies the same as or similar to those of the Fund or (ii) limit or
     restrict Sub-Adviser or any such affiliated person from buying, selling or
     trading any securities or other investments (including any securities or
     other investments which the Fund is eligible to buy) for its or their own
     accounts or for the accounts of others for whom it or they may be acting;
     provided, however, that Sub-Adviser agrees that it will not undertake any
     activities which, in its reasonable judgment, will adversely affect the
     performance of its obligations to the Fund under this Agreement.
 
          (b) Nothing contained herein, however, shall prohibit Sub-Adviser from
     advertising or soliciting the public generally with respect to other
     products or services, regardless of whether such advertisement or
     solicitation may include prior, present or potential shareholders of the
     Company.
 
                                      D-8
<PAGE>
     6. Portfolio Transactions. Investment decisions for the Fund shall be made
by Sub-Adviser independently from those for any other investment companies and
accounts advised or managed by Sub-Adviser. The Fund and such investment
companies and accounts may, however, invest in the same securities. When a
purchase or sale of the same security is made at substantially the same time on
behalf of the Fund and/or another investment company or account, the transaction
will be averaged as to price, and available investments allocated as to amount,
in a manner which Sub-Adviser believes to be equitable to the Fund and such
other investment company or account. In some instances, this investment
procedure may adversely affect the price paid or received by the Fund or the
size of the position obtained or sold by the Fund. To the extent permitted by
law, Sub-Adviser may aggregate the securities to be sold or purchased for the
Fund with those to be sold or purchased for other investment companies or
accounts in order to obtain best execution.
 
   
     Sub-Adviser shall place orders for the purchase and sale of portfolio
securities and will solicit broker-dealers to execute transactions in accordance
with the Fund's policies and restrictions regarding brokerage allocations.
Sub-Adviser shall place orders pursuant to its investment determination for the
Fund either directly with the issuer or with any broker or dealer selected by
Sub-Adviser. In executing portfolio transactions and selecting brokers or
dealers, Sub-Adviser shall use its reasonable best efforts to seek the most
favorable execution of orders, after taking into account all factors Sub-Adviser
deems relevant, including the breadth of the market in the security, the price
of the security, the financial condition and execution capability of the broker
or dealer, and the reasonableness of the commission, if any, both for the
specific transaction and on a continuing basis. Consistent with this obligation,
Sub-Adviser may, to the extent permitted by law, purchase and sell portfolio
securities to and from brokers and dealers who provide brokerage and research
services (within the meaning of Section 28(e) of the Securities Exchange Act of
1934) to or for the benefit of the Fund and/or other accounts over which
Sub-Adviser or any of its affiliates exercises investment discretion.
Sub-Adviser is authorized to pay to a broker or dealer who provides such
brokerage and research services a commission for executing a portfolio
transaction for the Fund which is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if
Sub-Adviser determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or Sub-
Adviser's overall responsibilities to the Fund and to the Company. In no
instance will portfolio securities be purchased from or sold to Sub-Adviser, or
the Fund's principal underwriter, or any affiliated person thereof except as
permitted by SEC Regulations.
    
 
     7. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, Sub-Adviser acknowledges that all records which it maintains
for the Company are the property of the Company and agrees to surrender promptly
to the Company any of such records upon the Company's request, provided, that
Sub-Adviser may retain copies thereof at its own expense. Sub-Adviser further
agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
the records required to be maintained by Rule 31a-1 under the 1940 Act.
 
     8. Expenses. During the term of this Agreement, Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities, commodities and other investments (including
brokerage commissions and other transaction charges, if any) purchased for the
Fund.
 
     9. Compensation. For the services provided by the Sub-Adviser pursuant to
this Agreement, the Adviser will pay to the Sub-Adviser a fee, payable monthly,
at the annual rates of seventy-five one-hundredths of one percent (0.75%) of the
average of the first $100,000,000 of the daily net assets of the Fund, seventy
one-hundredths of one percent (0.70%) of the average of the next $100,000,000 of
such assets, sixty-five one-hundredths of one percent (0.65%) of the average of
the next $100,000,000 of such assets, and sixty one-hundredths of one percent
(0.60%) of the average of such assets in excess of $300,000,000. If this
Agreement shall become effective subsequent to the first day of a month, or
shall terminate before the last day of a month, the Sub-Adviser's compensation
for such fraction of the month shall be determined by applying the foregoing
percentages to the average daily net asset value
 
                                      D-9
<PAGE>
of the Fund during such fraction of a month and in the proportion that such
fraction of a month bears to the entire month.
 
     10. Limitation of Liability. The Sub-Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund or the
Adviser in connection with the performance of this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Sub-Adviser in the performance of
its duties or from reckless disregard by it of its obligations and duties under
this Agreement.
 
     The Sub-Adviser agrees to indemnify the Adviser with respect to any loss,
liability, judgment, cost or penalty which the Fund or the Adviser may directly
or indirectly suffer or incur in any way arising out of or in connection with
any material breach of this Agreement by the Sub-Adviser. The Adviser agrees to
indemnify the Sub-Adviser with respect to any loss, liability, judgment, cost or
penalty which the Sub-Adviser may directly or indirectly suffer or incur in any
way arising out of the performance of its duties under this Agreement as
provided in the following paragraph.
 
     The Sub-Adviser shall give the Adviser the benefit of its best judgment and
effort in rendering services hereunder, but the Sub-Adviser shall not be liable
for any act or omission or for any loss sustained by the Adviser in connection
with the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of its reckless disregard of its obligations and duties,
under this Agreement. The Sub-Adviser shall be entitled to full indemnification
from the Adviser for any loss, liability, judgment, cost or penalty arising from
(a) any act by any person or entity (including the Adviser) for which the Sub-
Adviser was not involved directly in either the act itself or the decision
making process leading up to such act, (b) any act by the Sub-Adviser taken upon
the written instructions of the Adviser or (c) the performance of the
Sub-Adviser's duties under this Agreement; provided, however, the Sub-Adviser
shall not be entitled to indemnity under clause (c) of this sentence for any
loss, liability, judgment, cost or penalty resulting from willful misfeasance,
bad faith or negligence in the performance of its duties, or by reason of its
reckless disregard of its obligations and duties, under this Agreement.
 
     11. Duration and Termination. This Agreement will become effective as to
the Fund as of the date first written above, provided that it shall have been
approved by vote of a majority of the outstanding voting securities of the Fund
in accordance with the requirements under the 1940 Act, and, unless sooner
terminated as provided herein, shall continue in effect for two years after such
effective date. Thereafter, if not terminated, this Agreement shall continue in
effect for successive yearly periods, provided that such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Company's Board of Trustees who are not parties to this
Agreement, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the vote of a majority of the Company's Board of Trustees
or by the vote of a majority of the outstanding voting securities of the Fund.
Notwithstanding the foregoing, this Agreement may be terminated at any time on
60 days' written notice, without the payment of any penalty, by the Company (by
vote of the Company's Board of Trustees or by vote of a majority of the
outstanding voting securities of the Fund), by the Adviser, or by the
Sub-Adviser. This Agreement will immediately terminate in the event of its
assignment. (As used in this Agreement, the terms 'majority of the outstanding
voting securities,' 'interested persons' and 'assignment' shall have the meaning
given to such terms by the 1940 Act.)
 
     12. Amendment of this Agreement. No provision of this Agreement may be
changed, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought. No amendment of this Agreement shall be effective with
respect to the Fund until approved by the vote of a majority of the outstanding
voting securities of the Fund.
 
     13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute,
 
                                      D-10
<PAGE>
rule or otherwise, the remainder of this Agreement shall not be affected
thereby. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and shall be governed by the
law of the State of Delaware.
 
     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers designated below as of the day and
year first above written.
 
                                              MERIDIAN INVESTMENT COMPANY
                                              By: s/
                                                  ------------------------
                                              Title:

                                              MARVIN AND PALMER ASSOCIATES, INC.
                                              By: s/
                                                  ------------------------
                                              Title:

 
                                      D-11

<PAGE>


                                     PART B




<PAGE>



                            CONESTOGA FAMILY OF FUNDS
                            680 East Swedesford Road
                         Wayne, Pennsylvania 19087-1658

                                 COREFUNDS, INC.
                            680 East Swedesford Road
                         Wayne, Pennsylvania 19087-1658

                       STATEMENT OF ADDITIONAL INFORMATION

                    (1996 Special Meeting of Shareholders of
                           Conestoga Family of Funds)


         This Statement of Additional Information is not a prospectus but should
be read in conjunction with the Combined Proxy Statement/Prospectus dated
February 6, 1996 for the Special Meeting of Shareholders of Conestoga Family of
Funds, to be held
on March 22, 1996. Copies of the Combined Proxy Statement/Prospectus may be
obtained at no charge by calling The Conestoga Family of Funds at
1-800-344-2716.

         Unless otherwise indicated, capitalized terms used herein and not
otherwise defined have the same meanings as are given to them in the Combined
Proxy Statement/Prospectus.

         Further information about Institutional and Individual Shares of the
Existing CoreFunds Portfolios is contained in and incorporated by reference to
CoreFunds' Statement of Additional Information dated November 1, 1995, a copy of
which is included herewith. The audited financial statements and related
independent accountant's report for the Existing CoreFunds Portfolios contained
in the Annual Report dated June 30, 1995, are hereby incorporated herein by
reference. No other parts of the Annual Reports are incorporated by reference
herein.

         Further information about Institutional and Retail Shares of the
Conestoga Portfolios is contained in and incorporated by reference to
Conestoga's Statement of Additional Information dated May 1, 1995 (as revised
through November 3, 1995), copies of which are included herewith. The audited
financial statements and related independent accountant's report for Conestoga
contained in the Annual Report dated October 31, 1995 are included herein. No
other parts of the Annual Report are incorporated by reference herein.

         The date of this Statement of Additional Information is February 6,
1996.


                                       C-2


<PAGE>



                                TABLE OF CONTENTS

                                                                       Page

General Information.............................................          3

Pro Forma Financial Statements..................................      PFS-1

Audited Financial Statements for the
      Conestoga Portfolios for the year ended
      October 31, 1995..........................................        FS-


                                       C-3


<PAGE>
                               GENERAL INFORMATION


         The Shareholders of the Conestoga Family of Funds ("Conestoga") are
being asked to approve or disapprove an Agreement and Plan of Reorganization
(the "Reorganization Agreement") dated as of February 8, 1996 between
Conestoga and CoreFunds, Inc. ("CoreFunds"), and the transactions contemplated
thereby. The Reorganization Agreement contemplates the transfer of substantially
all of the assets and liabilities of Conestoga's Cash Management Fund, Tax-Free
Fund, U.S. Treasury Securities Fund, Equity Fund, Special Equity Fund, Bond
Fund, Intermediate Income Fund, Pennsylvania Tax-Free Bond Fund, Balanced Fund,
Short-Term Income Fund and International Equity Fund to corresponding CoreFunds
Portfolios in exchange for full and fractional shares representing interests in
such corresponding CoreFunds Portfolios. The shares issued by CoreFunds will
have an aggregate net asset value equal to the aggregate net asset value of the
shares of the respective Conestoga Portfolios that are outstanding immediately
before the Effective Time of the Reorganization.

         Following the exchange, the Conestoga Portfolios will make a
liquidating distribution of corresponding CoreFunds Portfolios shares to their
shareholders. Each shareholder owning shares of a particular Conestoga Portfolio
at the Effective Time of the Reorganization will receive shares of the
corresponding CoreFunds Portfolio of equal value, plus the right to receive any
unpaid dividends and distributions that were declared before the Effective Time
of the Reorganization on Conestoga Portfolio shares. Upon completion of the
Reorganization, Conestoga will be terminated under state law and deregistered
under the Investment Company Act of 1940.

         The Special Meeting of Shareholders of Conestoga to consider the
Reorganization Agreement and the related transactions will be held at 10:00 a.m.
Eastern time on March 22, 1996 at The Wilmington Hilton, 630 Naamans Road,
Wilmington, Delaware. For further information about the transaction, see the
Combined Proxy
Statement/Prospectus.

         Banking laws and regulations currently prohibit a bank holding company
registered under the Bank Holding Company Act of 1956, as amended, or any bank
or non-bank affiliate thereof from sponsoring, organizing, controlling, or
distributing the shares of a registered, open-end investment company
continuously engaged in the issuance of its shares, and prohibit banks generally
from issuing, underwriting, selling, or distributing securities such as shares
of the CoreFunds Portfolios, but do not prohibit such a bank holding company or
its affiliates or banks generally from acting as investment adviser, transfer
agent, or custodian to such an investment company or from purchasing shares of
such a

                                       C-4


<PAGE>



company as agent for and upon the order of customers. CoreStates Advisers and
financial intermediaries which agree to provide shareholder support services
that are banks or bank affiliates are subject to such banking laws and
regulations. Should legislative, judicial, or administrative action prohibit or
restrict the activities of such companies in connection with their services to
the CoreFunds Portfolios, CoreFunds might be required to alter materially or
discontinue its arrangement with such companies and change its method of
operation. It is anticipated, however, that any resulting change in CoreFunds'
method of operation would not affect a CoreFunds Portfolio's net asset value per
share or result in financial loss to any shareholder.

                                       C-5


<PAGE>


                          CoreFund Cash Reserve Fund
                         Conestoga Cash Management Fund
                       Pro-forma Schedule of Investments
                                   31-Oct-95

<TABLE> 
<CAPTION>
                                                                   CoreFund               Conestoga           Pro-forma Combined
                                            Maturity Coupon  
Security Description                          Date    Rate      Par       Value         Par       Value        Par        Value
<S>                                            <C>    <C>       <C>        <C>          <C>        <C>         <C>         <C>
GOVERNMENT SECURITIES
U.S. TREASURY BILLS
UNITED STATES TREASURY BILL                   1/11/96  5.41                           3,000,000   2,967,991   3,000,000   2,967,991
UNITED STATES TREASURY BILL                   7/25/96  5.54                           5,000,000   4,794,558   5,000,000   4,794,558
U.S. AGENCY BONDS
FEDERAL HOME LOAN MORTGAGE ASSOCIATION       11/21/95  5.56                           5,000,000   4,984,556   5,000,000   4,984,556
FEDERAL NATIONAL MORTGAGE ASSOCIATION         12/4/95  5.42  10,000,000   9,950,317                          10,000,000   9,950,317
FEDERAL NATIONAL MORTGAGE ASSOCIATION         12/5/95  5.52  10,000,000   9,947,867                          10,000,000   9,947,867
FEDERAL NATIONAL MORTGAGE ASSOCIATION         12/6/95  5.64  20,000,000  19,891,694                          20,000,000  19,891,694
FEDERAL NATIONAL MORTGAGE ASSOCIATION          1/4/96  5.59                           5,000,000   4,950,311   5,000,000   4,950,311
FEDERAL HOME LOAN BANK                        1/17/96  5.49                           3,000,000   2,964,773   3,000,000   2,964,773
FEDERAL NATIONAL MORTGAGE ASSOCIATION         2/20/96  5.58                           5,000,000   4,913,975   5,000,000   4,913,975
FLOATING RATE AGENCIES
FEDERAL NATIONAL MORTGAGE ASSOCIATION         11/1/95  5.55  10,000,000  10,000,000                          10,000,000  10,000,000
STUDENT LOAN MARKETING ASSOCOATION            1/11/96  5.65   5,000,000   5,000,000                           5,000,000   5,000,000
CORPORATE SECURITIES
CORPORATE BONDS
AMERICAN EXPRESS CENTURIAN BANK               11/7/95  5.87  10,000,000  10,000,000                          10,000,000  10,000,000
ASSET BACKED SECURITIES
CASE EQUIPMENT LOAN TRUST 1995-B  CLASS A1    9/15/96  5.83   2,047,541   2,047,541                           2,047,541   2,047,541
DOMESTIC CD'S
NATIONAL WESTMINSTER BANK                    12/11/95  5.77                           5,000,000   5,000,000   5,000,000   5,000,000
EURO CD'S
HARRIS TRUST & SAVINGS BANK                   1/17/96  5.79  10,000,000  10,000,132                          10,000,000  10,000,132
PRIVATE PLACEMENT
ELI LILLY                                     1/16/96  5.82                           3,000,000   2,963,140   3,000,000   2,963,140
CAISSE DES DEPOTS ET CONSIGNATIONS            1/16/96  5.64                           5,000,000   4,940,467   5,000,000   4,940,467
DOMESTIC CP
AIG FUNDING                                   11/1/95  6.04                           3,000,000   3,000,000   3,000,000   3,000,000
AMERICAN EXPRESS                              11/1/95  5.70                           5,000,000   5,000,000   5,000,000   5,000,000
NEW CENTER ASSET TRUST                        11/1/95  5.90  25,000,000  25,000,000                          25,000,000  25,000,000
SARA LEE                                      11/2/95  5.80                           5,000,000   4,999,194   5,000,000   4,999,194
PEPSI                                         11/3/95  5.67                           5,000,000   4,998,425   5,000,000   4,998,425
ABBEY NATIONAL BANK                           11/7/95  5.67  10,000,000   9,990,550                          10,000,000   9,990,550
METROPOLITAN LIFE FUNDING INCORPORATED        11/8/95  5.72  10,884,000  10,871,895                          10,884,000  10,871,895
SARA LEE                                      11/8/95  5.71                           5,000,000   4,994,449   5,000,000   4,994,449
AIG FUNDING INCORPORATED                      11/9/95  5.70  10,000,000   9,987,333                          10,000,000   9,987,333
COCA-COLA COMPANY                             11/9/95  5.68  10,000,000   9,987,378                          10,000,000   9,987,378
DUPONT (E.I.DE NEMOURS) & COMPANY             11/9/95  5.67  10,000,000   9,987,400                          10,000,000   9,987,400
ASSET SECURITIZATION CO-OP CORPORATION       11/10/95  5.74  15,000,000  14,978,475                          15,000,000  14,978,475
RAYTHEON CORPORATION                         11/13/95  5.66  10,000,000   9,981,133                          10,000,000   9,981,133
MERRILL LYNCH & COMPANY                      11/15/95  5.72  10,000,000   9,977,756                          10,000,000   9,977,756

ASSET SECURITIZATION CO-OP CORPORATION       11/16/95  5.69   3,150,000   3,142,532                           3,150,000   3,142,532
GENERAL ELECTRIC CAPITAL CORPORATION         11/16/95  5.67                           4,000,000   3,990,550   4,000,000   3,990,550
AT&T CORPORATION                             11/17/95  5.65  10,000,000   9,974,889                          10,000,000   9,974,889
CAISSE DES DEPOTS EN CONSIGNATION            11/20/95  5.70  10,000,000   9,969,917                          10,000,000   9,969,917
CORPORATE ASSET FUNDING COMPANY              11/21/95  5.67  15,000,000  14,952,750                          15,000,000  14,952,750
TOYS-R-US                                    11/21/95  5.69  15,000,000  14,952,583                          15,000,000  14,952,583
CANADIAN IMPERIAL BANK OF COMMERCE           11/22/95  5.72  10,000,000   9,966,633                          10,000,000   9,966,633
HEWLETT-PACKARD COMPANY                      11/28/95  5.63  10,000,000   9,957,775                          10,000,000   9,957,775
BARCLAYS BANK OF CANADA                      11/30/95  5.67  10,000,000   9,954,325                          10,000,000   9,954,325
JC PENNY                                     11/30/95  5.71                           5,000,000   4,977,001   5,000,000   4,977,001
CAISSE DES DEPOTS EN CONSIGNATION             12/4/95  5.69  10,000,000   9,947,842                          10,000,000   9,947,842
BANC ONE FUNDING CORPORATION                  12/5/95  5.65   5,000,000   4,973,319                           5,000,000   4,973,319
DUPONT (E.I.DE NEMOURS) & COMPANY             12/5/95  5.64   5,000,000   4,973,367                           5,000,000   4,973,367
MERRILL LYNCH & COMPANY                       12/6/95  5.65   5,000,000   4,972,535                           5,000,000   4,972,535
ARCO COAL AUSTRALIA                           12/7/95  5.67   4,524,000   4,498,349                           4,524,000   4,498,349
FORD MOTOR CREDIT CORPORATION                 12/8/95  5.68  10,000,000   9,941,622                          10,000,000   9,941,622
NATIONAL AUSTRALIA FUNDING                   12/14/95  5.70  10,000,000   9,931,917                          10,000,000   9,931,917
PITNEY BOWES CREDIT CORPORATION              12/14/95  5.58  10,000,000   9,933,350                          10,000,000   9,933,350
COCA-COLA COMPANY                            12/15/95  5.68  10,000,000   9,930,578                          10,000,000   9,930,578
GENERAL ELECTRIC CAPITAL CORPORATION         12/18/95  5.68  10,900,000  10,819,170                          10,900,000  10,819,170
SWEDISH EXPORT CREDIT CORPORATION            12/18/95  5.58   5,000,000   4,963,575                           5,000,000   4,963,575
INTEL CORPORATION                            12/22/95  5.67  25,000,000  24,799,188                          25,000,000  24,799,188
SARA LEE CORPORATION                         12/27/95  5.68  10,000,000   9,911,644                          10,000,000   9,911,644
DEUTSCHE BANK FINANCIAL                        1/5/96  5.72   5,000,000   4,948,361                           5,000,000   4,948,361
ABBEY NATIONAL                                 1/8/96  5.59                           5,000,000   4,947,206   5,000,000   4,947,206
INTERNATIONAL LEASE FINANCE                    1/8/96  5.71                           5,000,000   4,946,072   5,000,000   4,946,072
PROVINCE OF QUEBEC                             1/9/96  5.62  10,000,000   9,892,283                          10,000,000   9,892,283
AMERICAN EXPRESS                              1/12/96  5.69                           5,000,000   4,943,100   5,000,000   4,943,100
PROVINCE OF ALBERTA                           1/12/96  5.55                           3,000,000   2,966,700   3,000,000   2,966,700
SCHERRING-PLOUGH CORPORATION                  1/16/96  5.55  10,000,000   9,882,833                          10,000,000   9,882,833
CIT GROUP HOLDINGS                            1/17/96  5.65  10,000,000   9,879,153                          10,000,000   9,879,153
TORONTO DOMINION                              1/17/96  5.66                           5,000,000   4,939,469   5,000,000   4,939,469
INTERNATIONAL LEASE FINANCE                   1/22/96  5.63                           5,000,000   4,935,881   5,000,000   4,935,881
ASSOCIATES CORPORATION                        1/23/96  5.70                           5,000,000   4,934,292   5,000,000   4,934,292
BRITISH GAS                                   1/24/96  5.67  10,000,000   9,867,700                          10,000,000   9,867,700
PROVINCE OF ALBERTA                           1/25/96  5.67   5,000,000   4,933,063                           5,000,000   4,933,063
AT&T CORPORATION                              1/31/96  5.67  10,000,000   9,856,675                          10,000,000   9,856,675
NATIONAL RURAL UTILITY CORPORATION             2/9/96  5.65   9,250,000   9,104,826                           9,250,000   9,104,826
GENERAL ELECTRIC CAPITAL CORPORATION          2/12/96  5.66                           5,000,000   4,919,031   5,000,000   4,919,031
PROVINCE OF BRITISH COLUMBIA                  2/12/96  5.56   6,000,000   5,904,553                           6,000,000   5,904,553
TRANSAMERICA FINANCE                          2/15/96  5.62                           5,000,000   4,917,261   5,000,000   4,917,261
GENERAL ELECTRIC CAPITAL CORPORATION          2/16/96  5.65  11,954,000  11,753,256                          11,954,000  11,753,256
ALCATEL-ALSTHOM INCORPORATED                  2/21/96  5.64  10,000,000   9,824,533                          10,000,000   9,824,533
AMERITECH CAPITAL CORPORATION                  3/5/96  5.63  16,000,000  15,687,222                          16,000,000  15,687,222
PROVINCE OF QUEBEC                             3/6/96  5.58  10,000,000   9,804,700                          10,000,000   9,804,700
GOLDMAN SACHS GROUP L.P.                      3/18/96  5.62  10,000,000   9,784,567                          10,000,000   9,784,567
TORONTO DOMINION                              3/19/96  5.49                           5,000,000   4,894,013   5,000,000   4,894,013
 BANK NOTE
FCC NATIONAL BANK                             11/1/96  5.65                           4,000,000   3,997,280   4,000,000   3,997,280
FCC NATIONAL BANK                             8/21/96  5.90                           5,000,000   4,996,151   5,000,000   4,996,151
CASH EQUIVALENTS
 TIME DEPOSITS
BANQUE PARIBAS                                11/1/95  5.88  25,000,000  25,000,000                          25,000,000  25,000,000
SUMITOMO BANK                                 11/1/95  5.88  25,000,000  25,000,000                          25,000,000  25,000,000

 MASTER NOTES
ASSOCIATES CORPORATION OF NORTH AMERICA       11/1/95  5.71       1,120       1,120                               1,120       1,120
STUDENT LOAN MARKETING ASSOCIATION            11/1/95  5.60   3,819,000   3,819,000                           3,819,000   3,819,000
 REPURCHASE AGREEMENTS
HONG KONG SHANGHAI BANK CORPORATION           11/1/95  5.85                          35,000,000  35,000,000  35,000,000  35,000,000
MERRILL LYNCH                                 11/1/95  5.85                          46,165,900  46,165,900  46,165,900  46,165,900
MORGAN STANLEY                                11/1/95  5.85                          35,000,000  35,000,000  35,000,000  35,000,000
SWISS BANK                                    11/1/95  5.95  16,834,000  16,834,000                          16,834,000  16,834,000
                                                             ----------  ----------  ----------  ----------- ----------  ----------
  TOTALS                                                     595,363,661 591,845,176 244,165,900 242,941,744 839,529,561 834,786,921
                                                             =========== =========== =========== =========== =========== ==========


</TABLE> 


<PAGE>


                        CoreFund Treasury Reserve Fund
                    Conestoga US Treasury Securities Fund
                  Pro-Forma Combined Schedule of Investments
                               October 31, 1995
                                 (Unaudited)
                                                                 
<TABLE>
<CAPTION>
                                                                 Core Fund              Conestoga           Pro-forma Combined
Security Description             Maturity        Coupon        Par       Value        Par       Value         Par         Value
<S>                                                         <C>         <C>         <C>        <C>         <C>         <C>
U.S. GOVERNMENT SECURITIES                                                                                             
 U.S. TREASURY BILLS
UNITED STATES TREASURY BILL       11/9/95      5.660-5.720   5,000,000   4,993,711  10,000,000   9,987,267  15,000,000  14,980,978
UNITED STATES TREASURY BILL      11/16/95      5.715-6.620   8,000,000   7,979,819                           8,000,000   7,979,819
UNITED STATES TREASURY BILL      11/24/95            5.365   5,000,000   4,982,862                           5,000,000   4,982,862
UNITED STATES TREASURY BILL       12/7/95            5.405   5,000,000   4,972,975                           5,000,000   4,972,975
UNITED STATES TREASURY BILL      12/14/95            5.330   5,000,000   4,968,168                           5,000,000   4,968,168
UNITED STATES TREASURY BILL      12/21/95      5.400-5.415   5,000,000   4,962,397  20,000,000  19,850,000  25,000,000  24,812,397
UNITED STATES TREASURY BILL        1/4/96      5.340-5.445   5,000,000   4,951,600  25,000,000  24,762,667  30,000,000  29,714,267
UNITED STATES TREASURY BILL       1/11/96      5.310-5.830   5,000,000   4,946,257  30,000,000  29,673,598  35,000,000  34,619,855
UNITED STATES TREASURY BILL       1/18/96            5.370   5,000,000   4,941,825                           5,000,000   4,941,825
UNITED STATES TREASURY BILL        2/1/96            5.470   5,000,000   4,930,106                           5,000,000   4,930,106
UNITED STATES TREASURY BILL        2/8/96      5.290-5.780  10,000,000   9,854,319  10,000,000   9,850,950  20,000,000  19,705,269
UNITED STATES TREASURY BILL       2/15/96            5.355   5,000,000   4,921,163                           5,000,000   4,921,163
UNITED STATES TREASURY BILL       2/22/96            5.290   7,000,000   6,883,767                           7,000,000   6,883,767
UNITED STATES TREASURY BILL        3/7/96      5.300-5.340  11,000,000  10,793,360  15,000,000  14,719,542  26,000,000  25,512,902
UNITED STATES TREASURY BILL       3/14/96            5.290                          10,000,000   9,803,094  10,000,000   9,803,094
UNITED STATES TREASURY BILL       3/14/96            5.310   8,700,000   8,528,045                           8,700,000   8,528,045
UNITED STATES TREASURY BILL       3/21/96            5.310  10,000,000   9,792,025                          10,000,000   9,792,025
UNITED STATES TREASURY BILL        4/4/96      5.310-6.020  10,000,000   9,767,607  20,000,000  19,532,202  30,000,000  29,299,809
UNITED STATES TREASURY BILL       4/11/96            5.320   5,500,000   5,368,330                           5,500,000   5,368,330
UNITED STATES TREASURY BILL       4/18/96            5.300  10,000,000   9,751,194                          10,000,000   9,751,194
UNITED STATES TREASURY BILL        5/2/96      5.475-5.540   5,000,000   4,860,844  10,000,000   9,718,383  15,000,000  14,579,227
UNITED STATES TREASURY BILL       7/25/96            5.540                           5,000,000   4,794,558   5,000,000   4,794,558
 U.S. TREASURY NOTES
UNITED STATES TREASURY NOTE      11/30/95            4.250  20,000,000  19,974,139                          20,000,000  19,974,139
UNITED STATES TREASURY NOTE       2/29/96            7.500                          10,000,000  10,061,505  10,000,000  10,061,505
UNITED STATES TREASURY NOTE       4/30/96            5.500  10,000,000   9,979,648                          10,000,000   9,979,648
UNITED STATES TREASURY NOTE       4/30/96            7.625                          10,000,000  10,095,545  10,000,000  10,095,545
 U.S. TREASURY STRIPS
UNITED STATES TREASURY STRIP     11/15/95                   10,000,000   9,978,950                          10,000,000   9,978,950
UNITED STATES TREASURY STRIP      5/15/96                    5,000,000   4,852,920                           5,000,000   4,852,920
UNITED STATES TREASURY STRIP      5/15/96                    6,000,000   5,810,047                           6,000,000   5,810,047
UNITED STATES TREASURY STRIP      5/15/96                                            5,000,000   4,854,447   5,000,000   4,854,447
 REPURCHASE AGREEMENTS
AUBREY LANSTON                    11/1/95            5.850  51,000,000  51,000,000                          51,000,000  51,000,000
HONG KONG SHANGHAI BANK           11/1/95            5.850  31,000,000  31,000,000                          31,000,000  31,000,000
NATIONS BANK                      11/1/95            5.875  55,000,000  55,000,000                          55,000,000  55,000,000
SANWA BANK                        11/1/95            5.850  40,000,000  40,000,000                          40,000,000  40,000,000
SWISS BANK                        11/1/95            5.950  17,848,000  17,848,000                          17,848,000  17,848,000
REPUBLIC BANK OF NEW YORK         11/1/95            5.850  42,000,000  42,000,000                          42,000,000  42,000,000
MORGAN STANLEY                    11/1/95            5.850  39,000,000  39,000,000                          39,000,000  39,000,000
FIRST NATIONAL BANK OF CHICAGO    11/1/95            5.850  33,000,000  33,000,000                          33,000,000  33,000,000

BZW                               11/1/95            5.850                          50,000,000  50,000,000  50,000,000  50,000,000
MERRILL TRI-PARTY                 11/1/95            5.850                          49,571,400  49,571,400  49,571,400  49,571,400
MORGAN STANLEY                    11/1/95            5.850                          85,000,000  85,000,000  85,000,000  85,000,000
HSBC                              11/1/95            5.850                          85,000,000  85,000,000  85,000,000  85,000,000
                                                           ----------- ----------- ----------- ----------- ----------- -----------
  TOTALS                                                   495,048,000 492,594,075 449,571,400 447,275,157 944,619,400 939,869,233
                                                           =========== =========== =========== =========== =========== ===========

</TABLE>

<PAGE>


                         CoreFund Value Equity
                         Conestoga Equity Fund
                   Pro-forma Schedule of Investments
                               31-Oct-95

<TABLE>
<CAPTION>
                                                    CoreFund                 Conestoga             Pro-forma Combined
                                                           Market                     Market                    Market
Security Description                            Shares      Value        Shares        Value       Shares        Value        
<S>                                             <C>      <C>            <C>        <C>            <C>        <C>  
COMMON STOCKS
 BUILDING AND CONSTRUCTION
OWENS CORNING FIBERGLASS CORPORATION                                     46,910    1,987,811       46,910    1,987,811
OWENS - ILLINOIS INCORPORATED                                           119,455    1,508,119      119,455    1,508,119
SHERWIN WILLIAMS COMPANY                        14,500     545,563                                 14,500      545,563
STANLEY WORKS                                   20,800     993,200                                 20,800      993,200
 CHEMICALS AND DRUGS                                                                                   --           --
AMERICAN HOME PRODUCTS                          14,000   1,240,750                                 14,000    1,240,750
CAREMARK INTERNATIONAL INCORPORATED             60,000   1,237,500       23,200      478,500       83,200    1,716,000
CARTER-WALLACE INCORPORATED                     55,300     580,650                                 55,300      580,650
COLUMBIA/HCA HEALTHCARE CORPORATION             25,000   1,228,125                                 25,000    1,228,125
CORAM HEALTHCARE CORPORATION                                            100,000      400,000      100,000      400,000
DOW CHEMICAL COMPANY                                                     25,525    1,751,653       25,525    1,751,653
ELAN CORPORATION                                35,000   1,404,375      111,100    4,457,888      146,100    5,862,263
ELI LILLY AND COMPANY                            8,000     773,000                                  8,000      773,000
FIRST ALERT INCORPORATED                                                 33,800      523,900       33,800      523,900
FMC CORPORATION                                 11,500     823,688                                 11,500      823,688
FOUNDATION HEALTH CORPORATION                                            53,704    2,275,707       53,704    2,275,707
HERCULES INCORPORATED                                                     5,100      272,213        5,100      272,213
HUMANA INCORPORATED                                                     122,300    2,583,588      122,300    2,583,588
IMC GLOBAL, INCORPORATED                                                 36,600    2,562,000       36,600    2,562,000
MERCK AND COMPANY INCORPORATED                  15,000     862,500       45,805    2,633,788       60,805    3,496,288
MONSANTO COMPANY                                                         32,500    3,404,375       32,500    3,404,375
PRAXAIR INCORPORATED                                                    155,000    4,185,000      155,000    4,185,000
UNITED STATES SURGICAL CORPORATION                                       37,557      920,147       37,557      920,147
UPJOHN COMPANY                                  15,900     806,925                                 15,900      806,925
 CONSUMER PRODUCTS                                                                                     --           --
BED BATH & BEYOND INCORPORATED                                            7,600      237,500        7,600      237,500
BURLINGTON INDUSTRIES INCORPORATED                                       49,771      553,702       49,771      553,702
CML GROUP INCORPORATED                                                  275,000    1,581,250      275,000    1,581,250
GENERAL ELECTRIC COMPANY                                                180,000   11,385,000      180,000   11,385,000
HASBRO INCORPORATED                             50,000   1,525,000                                 50,000    1,525,000
HEILIG-MEYERS COMPANY                           44,800     823,200                                 44,800      823,200
IBP INCORPORATED                                                         38,200    2,287,225       38,200    2,287,225
INTERNATIONAL PAPER COMPANY                                              50,000    1,850,000       50,000    1,850,000
KELLWOOD COMPANY                                49,800     933,750                                 49,800      933,750
KIMBERLY CLARK CORPORATION                      10,000     726,250                                 10,000      726,250
MGM GRAND INCORPORATED                                                   43,870    1,047,396       43,870    1,047,396
NEWS CORPORATION -- PREFERRED SHARES ADR                                 72,915    1,330,699       72,915    1,330,699
PHILIP MORRIS COMPANIES INCORPORATED                                    173,860   14,691,170      173,860   14,691,170
SCOTT PAPER                                      6,000     319,500                                  6,000      319,500
 DURABLE GOODS                                                                                         --           --

ALLIED SIGNAL INCORPORATED                      24,500   1,041,250       84,775    3,602,938      109,275    4,644,188
APPLE COMPUTER INCORPORATED                                              94,000    3,413,375       94,000    3,413,375
AUTOTOTE CORPORATION CLASS A                                             90,230      270,690       90,230      270,690
BEVERLY ENTERPRISES INCORPORATED                                        136,600    1,605,050      136,600    1,605,050
BOEING COMPANY                                  11,200     735,000       27,310    1,792,219       38,510    2,527,219
BOMBAY COMPANY                                  50,000     293,750                                 50,000      293,750
BRUNSWICK CORPORATION                                                    80,800    1,575,600       80,800    1,575,600
BURLINGTON NORTHERN SANTA FE                                             30,000    2,516,250       30,000    2,516,250
CASE EQUIPMENT CORPORATION                                               55,000    2,096,875       55,000    2,096,875
CATERPILLAR INCORPORATED                                                 33,700    1,891,413       33,700    1,891,413
CELLULAR COMMUNICATIONS PREFERRED                                        23,866    1,279,814       23,866    1,279,814
CELLULAR COMMUNICATIONS -- CLASS A                                       24,773    1,328,452       24,773    1,328,452
COMMUNITY PSYCHIATRIC                                                    48,400      526,350       48,400      526,350
COMPAQ COMPUTER CORPORATION                                              57,500    3,205,625       57,500    3,205,625
COMPUTER ASSOCIATES INTERNATIONAL INC                                    52,500    2,887,500       52,500    2,887,500
DARDEN RESTAURANTS INCORPORATED                                         619,000    7,041,125      619,000    7,041,125
DEERE AND COMPANY                                                        40,000    3,575,000       40,000    3,575,000
DIGITAL EQUIPMENT CORPORATION                                            84,750    4,587,094       84,750    4,587,094
FHP INTERNATIONAL CORPORATION                                            45,000    1,091,250       45,000    1,091,250
FLIGHT SAFETY INTERNATIONAL INCORPORATED        20,000     955,000                                 20,000      955,000
FORD MOTOR COMPANY                                                      205,000    5,893,750      205,000    5,893,750
FRANKLIN RESOURCES, INCORPORATED                12,000     609,000                                 12,000      609,000
GENERAL INSTRUMENT CORPORATION                  51,800     984,200                                 51,800      984,200
GOODYEAR TIRE AND RUBBER COMPANY                                        245,000    9,310,000      245,000    9,310,000
HARNISCHFEGER INDUSTRIES                        40,000   1,260,000                                 40,000    1,260,000
HEWLETT PACKARD COMPANY                                                  14,330    1,327,316       14,330    1,327,316
INTEL CORPORATION                                                        73,400    5,128,825       73,400    5,128,825
INTERNATIONAL BUSINESS MACHINES CORPORATION                              98,000    9,530,500       98,000    9,530,500
INTERNATIONAL GAME TECHNOLOGY                                           146,358    1,701,412      146,358    1,701,412
LOCKHEED MARTIN CORPORATION                                              25,401    1,730,443       25,401    1,730,443
LORAL CORPORATION                               25,000     740,625                                 25,000      740,625
LOWE'S COMPANIES INCORPORATED                                           159,200    4,298,400      159,200    4,298,400
MAGNA INTERNATIONAL, CLASS A                                             27,500    1,189,375       27,500    1,189,375
MANPOWER INCORPORATED                                                   116,000    3,146,500      116,000    3,146,500
MAYTAG CORPORATION                                                       85,800    1,630,200       85,800    1,630,200
MCDONNELL DOUGLAS CORPORATION                                            21,717    1,775,365       21,717    1,775,365
MICHAEL FOODS INCORPORATED                                                3,726       45,178        3,726       45,178
MICRON TECHNOLOGY INCORPORATED                                           24,500    1,730,313       24,500    1,730,313
MOTOROLA INCORPORATED                                                    32,175    2,111,484       32,175    2,111,484
MYLAN LABORATORIES                                                       63,100    1,198,900       63,100    1,198,900
NABISCO HOLDINGS CORP -- CLASS A                                        179,500    4,824,063      179,500    4,824,063
NATIONAL SEMICONDUCTOR CORPORATION                                       76,000    1,852,500       76,000    1,852,500
NOVELL INCORPORATED                                                      56,435      931,178       56,435      931,178
PEP BOYS -- MANNY MOE AND JACK                                          100,000    2,187,500      100,000    2,187,500
POTASH CORPORATION OF SASKATCHEWAN                                       49,400    3,439,475       49,400    3,439,475
PRESIDENT CASINOS INCORPORATED                                           31,325       95,933       31,325       95,933
PYXIS CORPORATION                                                        24,839      313,592       24,839      313,592
QUALCOMM INCORPORATED                                                    65,000    2,502,500       65,000    2,502,500
RALLY'S HAMBURGERS INCORPORATED                                          18,426       34,549       18,426       34,549
RJR NABISCO HOLDINGS CORPORATION                                        256,160    7,876,920      256,160    7,876,920
ROCKWELL INTERNATIONAL CORPORATION              18,000     801,000                                 18,000      801,000
SBC COMMUNICATIONS INC                                                   80,000    4,470,000       80,000    4,470,000
SUNDSTRAND CORPORATION                          10,300     630,875                                 10,300      630,875
TEXAS INSTRUMENTS INCOPORATED                                            13,100      894,075       13,100      894,075

TEXTRON INCOPORATED                                                      30,000    2,062,500       30,000    2,062,500
TRANSPORT HOLDINGS INC CL-A                                                 625       24,531          625       24,531
TRIPOS INCORPORATED                                  1           7                                      1            7
UNITED TECHNOLOGIES CORPORATION                                          16,500    1,464,375       16,500    1,464,375
UNIVERSAL CORPORATION -- VA                                              21,770      457,170       21,770      457,170
VICORP RESTAURANTS INCORPORATED                                          61,534      676,874       61,534      676,874
VLSI TECHNOLOGY INC.                                                     40,000      940,000       40,000      940,000
VONS COMPANY                                                             23,000      583,625       23,000      583,625
WEBB DEL E CORPORATION                                                  105,000    2,178,750      105,000    2,178,750
WESTERN ATLAS INC.                              15,300     671,288                                 15,300      671,288
WESTINGHOUSE ELECTRIC CORPORATION                                       235,000    3,319,375      235,000    3,319,375
XEROX CORPORATION                                                        13,000    1,686,750       13,000    1,686,750
 FINANCIAL                                                                                             --           --
AETNA LIFE AND CASUALTY COMPANY                                          30,000    2,111,250       30,000    2,111,250
BANK OF BOSTON CORPORATION                                               74,000    3,293,000       74,000    3,293,000
BANKAMERICA CORPORATION                                                 196,900   11,321,750      196,900   11,321,750
CHASE MANHATTAN CORPORATION                                             206,600   11,776,200      206,600   11,776,200
CHEMICAL BANKING CORPORATION                                            103,000    5,858,125      103,000    5,858,125
CIGNA CORPORATION                                                        30,000    2,973,750       30,000    2,973,750
CITICORP INCORPORATED                                                    99,000    6,422,625       99,000    6,422,625
DEAN WITTER DISCOVER & COMPANY                                           89,013    4,428,397       89,013    4,428,397
EQUITABLE COMPANIES INC.                                                195,500    4,154,375      195,500    4,154,375
FLEET FINANCIAL GROUP                                                    55,000    2,131,250       55,000    2,131,250
HOUSEHOLD INTERNATIONAL INCORPORATED                                     38,000    2,137,500       38,000    2,137,500
MBNA CORPORATION                                                         62,900    2,319,438       62,900    2,319,438
MERRILL LYNCH AND COMPANY                        8,000     444,000                                  8,000      444,000
PAINE WEBBER GROUP INCORPORATED                 35,000     770,000                                 35,000      770,000
PARK NATIONAL CORPORATION                        8,000     362,000                                  8,000      362,000
PNC BANK CORPORATION                            50,000   1,312,500                                 50,000    1,312,500
PROGRESSIVE CORPORATION OHIO                    15,000     622,500                                 15,000      622,500
THE TRAVELERS GROUP, INC                                                125,000    6,312,500      125,000    6,312,500
UNITED HEALTHCARE CORPORATION                                             9,850      523,281        9,850      523,281
 METALS AND MINING                                                                                     --           --
 COLLECTIBLES & PRECIOUS METAL                                                                         --           --
BIRMINGHAM STEEL CORPORATION                                              8,070      123,068        8,070      123,068
JAN BELL MARKETING                                                       80,480      271,620       80,480      271,620
PHELPS DODGE CORPORATION                                                 46,600    2,953,275       46,600    2,953,275
USX CORPORATION -- U.S. STEEL GROUP                                     100,100    2,990,488      100,100    2,990,488
 OIL-ENERGY                                                                                            --           --
ANADARKO PETROLEUM CORPORATION                  37,600   1,630,900                                 37,600    1,630,900
ASHLAND INCORPORATED -- NEW                                             100,000    3,162,500      100,000    3,162,500
ATLANTIC RICHFIELD COMPANY                       7,000     747,250                                  7,000      747,250
BAKER HUGHES INCORPORATED                                                90,000    1,766,250       90,000    1,766,250
BRITISH PETROLEUM PLC                                                    92,000    8,119,000       92,000    8,119,000
DIAMOND SHAMROCK INCORPORATED                                            31,750      817,563       31,750      817,563
ENRON CORPORATION                               10,000     343,750       85,000    2,921,875       95,000    3,265,625
MCDERMOTT INTERNATIONAL INCORPORATED                                     30,635      486,331       30,635      486,331
MOBIL CORPORATION                                                        78,600    7,918,950       78,600    7,918,950
REPSOL S.A.                                                             161,500    4,784,438      161,500    4,784,438
ROYAL DUTCH PETROLEUM COMPANY                                            53,550    6,579,956       53,550    6,579,956
TOSCO CORPORATION                                                        57,700    1,990,650       57,700    1,990,650
 RETAIL                                                                                                --           --
BORDER GROUP INCORPORATED                                               187,000    3,202,375      187,000    3,202,375
CIRCUIT CITY STORES                             30,900   1,031,288                                 30,900    1,031,288

FRUIT OF THE LOOM                                                        75,000    1,303,125       75,000    1,303,125
KROGER COMPANY                                                          169,505    5,657,229      169,505    5,657,229
SEARS ROEBUCK AND COMPANY                       28,200     958,800                                 28,200      958,800
WENDY'S INTERNATIONAL INCORPORATED              40,000     795,000                                 40,000      795,000
 UTILITIES
BROWNING FERRIS INDUSTRIES                                              125,000    3,640,625      125,000    3,640,625
CENTRAL AND SOUTH WEST CORPORATION                                      124,200    3,322,350      124,200    3,322,350
CONSOLIDATED EDISON COMPANY                                             142,000    4,313,250      142,000    4,313,250
MCI COMMUNICATIONS CORPORATION                                          178,475    4,450,720      178,475    4,450,720
PACIFIC GAS AND ELECTRIC COMPANY                                        120,800    3,548,500      120,800    3,548,500
PECO ENERGY COMPANY                                                     200,000    5,850,000      200,000    5,850,000
SCECORP                                                                 425,000    7,225,000      425,000    7,225,000
WORLDCOM INCORPORATED                                                   350,100   11,422,013      350,100   11,422,013
 MISCELLANEOUS                                                                                         --           --
BUENOS AIRES EMBOTELLADO-ADR                                             27,355      625,746       27,355      625,746
CONRAIL INCORPORATED                            10,000     687,500                                 10,000      687,500
CSX CORPORATION                                                          28,600    2,395,250       28,600    2,395,250
ITT CORPORATION                                                          40,000    4,900,000       40,000    4,900,000
NOVACARE CORPORATION                                                     25,964      162,275       25,964      162,275
YPF SOCIEDAD ANONIMA                                                     72,385    1,239,593       72,385    1,239,593
 AMERICAN DEPOSITORY RECEIPT                                                                           --           --
PHILIPS ELECTRONICS                                                      75,000    2,896,875       75,000    2,896,875
TEVA PHARMACEUTICAL INDUSTRIES LIMITED                                   32,672    1,282,376       32,672    1,282,376
CORPORATE BONDS                                                                                        --           --
 DOMESTIC CP                                                                                           --           --
AMERICAN EXPRESS                                                      3,336,000    3,336,000    3,336,000    3,336,000
CASH EQUIVALENTS                                                                                       --           --
 REPURCHASE AGREEMENTS                                                                                 --           --
SWISS BANK                                     355,000     355,000                                355,000      355,000
HONG KONG SHANGHAI BANK CORPORATION            355,000     355,000                                355,000      355,000
                                             ---------  ----------   ----------  -----------   ----------  -----------
  TOTALS                                     1,703,401  33,961,457   14,371,601  385,182,148   16,075,002  419,143,605
                                             =========  ==========   ==========  ===========   ==========  ===========
</TABLE>

<PAGE>




                        CoreFund Tax-Free Reserve Fund
                            Conestoga Tax-Free Fund
                   Pro-form Combined Schedule of Investments
                                   31-Oct-95

<TABLE>
<CAPTION>

                                                               CoreFund             Conestoga             Pro-forma Combined
Security Description            Maturity Date Coupon Rate  Par     Market Value  Par    Market Value     Par      Market Value
<S>                             <C>             <C>    <C>       <C>         <C>        <C>          <C>         <C>
ANTICIPATION NOTES
RHODE ISLAND STATE                      6/28/96  4.50  3,000,000 $3,016,679                          3,000,000      $3,016,679
TEXAS STATE                             8/30/96  4.75                         1,000,000 $1,005,577   1,000,000       1,005,577
TEXAS STATE                             8/30/96  4.75                         1,000,000  1,005,985   1,000,000       1,005,985
PRE-REFUNDED SECURITIES                                                                                      -               -
EASTERN MUNICIPAL AGENCY,
 NORTH CAROLINA*                        11/1/95  7.75                         2,000,000  2,069,515   2,000,000       2,069,515
PIEDMONT, SOUTH CAROLINA*               11/1/95  9.70    500,000    519,510                            500,000         519,510
GENERAL OBLIGATIONS                                                                                         -               -
HAWAII STATE                             2/1/96  3.85    750,000    750,265                            750,000         750,265
MASSACHUSETTS STATE*                    11/1/95  3.70    600,000    600,000                            600,000         600,000
MANCHESTER, NEW HAMSHIRE                11/1/96  5.50  1,945,000  1,976,178                          1,945,000       1,976,178
OREGON STATE*                           11/1/95  4.20    500,000    500,000                            500,000         500,000
SAN ANTONIO, TEXAS*                     11/1/04  8.00                         1,700,000  1,700,000   1,700,000       1,700,000
TAX EXEMPT COMMERCIAL PAPER                                                                                 -               -
VALDEZ, ALASKA                          1/16/96  3.80  2,000,000  2,000,000                          2,000,000       2,000,000
VALDEZ, ALASKA                          1/31/96  3.75  1,200,000  1,200,000                          1,200,000       1,200,000
MONTGOMERY, ALABAMA                     1/11/96  3.75  2,000,000  2,000,000                          2,000,000       2,000,000
ALABAMA HOUSING                         11/9/95  3.80    500,000    500,000                            500,000         500,000
ALABAMA HOUSING                         12/1/95  3.65  2,000,000  2,000,000                          2,000,000       2,000,000
MESA MUNICIPAL DEVELOPEMENT,
 ARIZONA                                12/6/95  3.80                         3,000,000  3,000,000   3,000,000       3,000,000
FLAGSTAFF, ARIZONA                      12/5/95  3.50                           250,000    250,000     250,000         250,000
SUNSHINE STATE, FLORIDA                 12/1/95  3.90  1,200,000  1,200,000                          1,200,000       1,200,000
BURKE COUNTY, GEORGIA                   12/7/95  3.75                         2,400,000  2,400,000   2,400,000       2,400,000
ST COUNTY HONOLULU HAWAII               12/5/95  3.80                         1,500,000  1,500,000   1,500,000       1,500,000
SULLIVAN, INDIANA                      12/11/95  3.75    300,000    300,000                            300,000         300,000
JASPER COUNTY, INDIANA                   1/9/96  3.80    500,000    500,000                            500,000         500,000
JASPER COUNTY, INDIANA                  1/10/96  3.80    690,000    690,000                            690,000         690,000
JASPER COUNTY, INDIANA                  1/12/95  3.80    700,000    700,000                            700,000         700,000
SULLIVAN, INDIANA                        2/9/96  3.90    600,000    600,000                            600,000         600,000
SULLIVAN, INDIANA                        2/1/96  3.85  1,000,000  1,000,000                          1,000,000       1,000,000
BURLINGTON, KANSAS                     12/13/95  3.85                         1,500,000  1,500,000   1,500,000       1,500,000
BURLINGTON, KANSAS                     11/15/95  3.75                         1,450,000  1,450,000   1,450,000       1,450,000
BURLINGTON, KANSAS                      12/6/95  3.85  2,000,000  2,000,000                          2,000,000       2,000,000
BURLINGTON, KANSAS                       2/9/96  3.90    400,000    400,000                            400,000         400,000
BURLINGTON, KANSAS                     11/28/95  3.90  1,000,000  1,000,000                          1,000,000       1,000,000
JEFFERSON COUNTY, KENTUCKY             11/20/95  3.80                         2,200,000  2,200,000   2,200,000       2,200,000
ROCHESTER, MINNESOTA                    11/9/95  3.15                         1,100,000  1,100,000   1,100,000       1,100,000
ROCHESTER MINNESOTA                     1/22/96  3.80                         1,500,000  1,500,000   1,500,000       1,500,000
INDEPENDENCE MS WASTE                   11/3/95  3.50                         2,000,000  2,000,000   2,000,000       2,000,000
DELTA COUNTY, MISSOURI                 11/21/95  3.75                         1,300,000  1,300,000   1,300,000       1,300,000
MISSOURI STATE                         11/21/95  3.85  1,500,000  1,500,000                          1,500,000       1,500,000

NORTH CAROLINA MUNICIPAL POWER          1/24/96  3.75                         2,000,000  2,000,000   2,000,000       2,000,000
OHIO STATE AIR QUALITY                  11/6/95  3.70                         3,000,000  3,000,000   3,000,000       3,000,000
DELAWARE COUNTY, PENNSYLVANIA           11/2/95  3.60                         1,500,000  1,500,000   1,500,000       1,500,000
MONTGOMERY COUNTY, PENNSYLVANIA         12/7/95  3.80    300,000    300,000                            300,000         300,000
BEAVER COUNTY, PENNSYLVANIA             1/24/96  3.75  2,000,000  2,000,000                          2,000,000       2,000,000
TEXAS A & M                             12/8/95  3.80                         1,500,000  1,500,000   1,500,000       1,500,000
DALLS/FT. WORTH, TEXAS                  11/1/95  3.60  1,900,000  1,900,000                          1,900,000       1,900,000
CHESAPEAKE, VIRGINIA                    11/6/95  3.60                         1,000,000  1,000,000   1,000,000       1,000,000
PENNINSULA PORTS, VIRGINIA              11/7/95  3.65                         1,000,000  1,000,000   1,000,000       1,000,000
SEATTLE LIGHT & POWER                   11/8/95  3.50  1,000,000  1,000,000                          1,000,000       1,000,000
SEATTLE LIGHT & POWER, WASHINGTON       11/9/95  3.65  1,000,000  1,000,000                          1,000,000       1,000,000
CONVERSE, WYOMING                       11/6/95  3.50                         1,000,000  1,000,000   1,000,000       1,000,000
GILLETTE COUNTY, WYOMING               11/17/95  3.70                         1,000,000  1,000,000   1,000,000       1,000,000
LINCOLN COUNTY, WYOMING                11/21/95  3.70                         1,400,000  1,400,000   1,400,000       1,400,000
SWEETWATER COUNTY, WYOMING              12/8/95  3.65                         2,500,000  2,500,000   2,500,000       2,500,000
 REVENUE BONDS                                                                                               -               -
ALABAMA STATE*                          11/1/95  3.85    900,000    900,000                            900,000         900,000
MCINTOSH, ALABAMA*                      11/1/95  4.00                           400,000   400,000      400,000         400,000
STEVENSON, ALABAMA*                     11/1/95  3.90    600,000    600,000                            600,000         600,000
WINFIELD, ALABAMA*                      11/1/95  3.85  1,800,000  1,800,000                          1,800,000       1,800,000
SANTA CLARA, CALIFORNIA*                11/1/95  3.70    370,000    370,000                            370,000         370,000
COLORADO STATE*                         11/2/95  3.90                         1,955,000 1,955,000    1,955,000       1,955,000
WILMINGTON, DELAWARE*                   11/1/95  3.90    100,000    100,000                            100,000         100,000
WILMINGTON, DELEWARE*                   11/1/95  3.90    100,000    100,000                            100,000         100,000
DISTRICT OF COLUMBIA*                   11/1/95  3.95                         2,835,000 2,835,000    2,835,000       2,835,000
DADE COUNTY, FLORIDA*                   11/1/95  4.15  1,200,000  1,200,000                          1,200,000       1,200,000
HILLSBOROUGH, FLORIDA*                  11/1/95  4.00                           700,000   700,000      700,000         700,000
CHICAGO, ILLINOIS*                      11/1/95  3.90                         1,200,000 1,200,000    1,200,000       1,200,000
DES MOINES, IOWA*                       11/1/95  3.90    400,000    400,000                            400,000         400,000
ILLINOIS STATE*                         11/1/95  4.00    700,000    700,000                            700,000         700,000
GARY, INDIANA*                         11/15/95  3.90  1,600,000  1,600,000                          1,600,000       1,600,000
HAMMOND, INDIANA*                       11/1/95  3.90    200,000    200,000                            200,000         200,000
WICHITA, KANSAS*                        11/1/95  4.15    100,000    100,000                            100,000         100,000
LOUISIANA STATE*                        11/1/95  3.90                         1,565,000  1,565,000   1,565,000       1,565,000
PARISH OF DESOTA, LOUISIANA*            11/1/95  3.80    700,000    700,000                            700,000         700,000
JEFFERSON PARISH, LOUISIANA*            11/1/95  3.95    800,000    800,000                            800,000         800,000
CORNELL TOWNSHIP, MICHIGAN*             11/1/95  3.80    200,000    200,000                            200,000         200,000
DELTA COUNTY, MICHIGAN*                 11/1/95  4.00  1,700,000  1,700,000                          1,700,000       1,700,000
MICHIGAN STATE*                         11/1/95  3.90    100,000    100,000                            100,000         100,000
MICHIGAN STATE*                         11/1/95  3.90                         1,500,000  1,500,000   1,500,000       1,500,000
ROBBINSDALE, MINNESOTA*                 11/1/95  4.00                         1,100,000  1,100,000   1,100,000       1,100,000
ROBINSDALE, MINNISOTA*                  11/1/95  4.00  1,200,000  1,200,000                          1,200,000       1,200,000
SAINT LOUIS PARK, MINNESOTA*            11/1/95  3.80    400,000    400,000                            400,000         400,000
MISSOURI STATE                           6/1/96  4.00    750,000    750,000                            750,000         750,000
KANSAS CITY, MISSOURI*                  11/1/95  4.00                           700,000    700,000     700,000         700,000
JACKSON COUNTY, MISSISSIPPI*            11/1/95  3.90                         1,000,000  1,000,000   1,000,000       1,000,000
PERRY COUNTY, MISSISSIPPI*              11/1/95  3.95                           800,000    800,000     800,000         800,000
JACKSON COUNTY, MISSISSIPPI*            11/1/95  3.90    300,000    300,000                            300,000         300,000
BILLINGS, MONTANA*                      11/1/95  3.95                           600,000    600,000     600,000         600,000
FORSYTH, MONTANA*                       11/1/95  3.85    600,000    600,000                            600,000         600,000
FORSYTH, MONTANA*                       11/1/95  3.85    100,000    100,000                            100,000         100,000
FORSYTH, MONTANA*                       11/1/95  3.85  1,000,000  1,000,000                          1,000,000       1,000,000
FORSYTH, MONTANA*                       11/1/95  3.85    600,000    600,000                            600,000         600,000
FORSYTH, MONTANA*                       11/1/95  3.85    200,000    200,000                            200,000         200,000

WAKE COUNTY, NORTH CAROLINA*            11/1/95  3.85    400,000    400,000                            400,000         400,000
NEVADA STATE*                           11/1/95  4.20    500,000    500,000                            500,000         500,000
NEW YORK, NEW YORK*                     11/1/95  4.00                         1,000,000  1,000,000   1,000,000       1,000,000
NEW YORK, NEW YORK*                     11/1/95  4.00                           300,000    300,000     300,000         300,000
OHIO STATE*                             11/1/95  4.00                         2,000,000  2,000,000   2,000,000       2,000,000
OHIO STATE*                             11/1/95  3.80    100,000    100,000                            100,000         100,000
PORT OF PORTLAND, OREGON*               11/1/95  3.90    200,000    200,000                            200,000         200,000
PORT OF ST. HELENS, OREGAN*             11/1/95  3.95  1,800,000  1,800,000                          1,800,000       1,800,000
PORT ST. HELENS OREGON*                 11/1/95  3.95    400,000    400,000                            400,000         400,000
UMATILLA COUNTY, OREGON*                11/1/95  3.90    100,000    100,000                            100,000         100,000
ALLEGHANY COUNTY, PENNSYLVANIA*         11/2/95  3.85    355,000    355,000                            355,000         355,000
ALLEGHENY COUNTY, PENNSYLVANIA*         11/1/95  3.85  1,150,000  1,150,000                          1,150,000       1,150,000
BEAVER COUNTY, PENNSYLVANIA*            11/1/95  3.90    100,000    100,000                            100,000         100,000
SCHUYKILL COUNTY, PENNSYLVANIA*         11/1/95  4.20    300,000    300,000                            300,000         300,000
LEHIGH COUNTY, PENNSYLVANIA*            11/1/95  3.90    300,000    300,000                            300,000         300,000
PENNSYLVANIA STATE                      11/1/96  4.25  1,560,000  1,567,551                          1,560,000       1,567,551
PENNSYLVANIA STATE*                     11/1/95  4.00  1,100,000  1,100,000                          1,100,000       1,100,000
LANGHORNE, PENNSYLVANIA*                11/1/95  3.80    100,000    100,000                            100,000         100,000
WASHINGTON COUNTY, PENNSYLVANIA*        11/1/95  4.00  2,255,000  2,255,000                          2,255,000       2,255,000
RHODE ISLAND STATE*                     11/1/95  3.95  1,000,000  1,000,000                          1,000,000       1,000,000
RICHLAND COUNTY, SOUTH CAROLINA*        11/1/95  4.30    450,000    450,000                            450,000         450,000
YORK COUNTY, SOUTH CAROLINA*            11/1/95  3.95    400,000    400,000                            400,000         400,000
RAPID CITY, SOUTH DAKOTA*               11/1/95  3.80    765,000    765,000                            765,000         765,000
SULLIVAN COUNTY, TENNESSEE*             11/1/95  3.90  1,300,000  1,300,000                          1,300,000       1,300,000
CAMP COUNTY, TEXAS*                     11/1/95  4.10    500,000    500,000                            500,000         500,000
HARRIS COUNTY, TEXAS*                   11/1/95  4.00                         1,100,000  1,100,000   1,100,000       1,100,000
TEXAS PORT DEVELOPMENT
 CORPORATION*                           11/1/95  3.85                         1,300,000  1,300,000   1,300,000       1,300,000
GRAPEVINE, TEXAS*                       11/1/95  3.90    100,000    100,000                            100,000         100,000
GRAPEVINE, TEXAS INDUSTRIAL
 DEVELOPMENT REVENUE*                   11/1/95  3.90    600,000    600,000                            600,000         600,000
GRAPEVINE TEXAS*                        11/1/95  3.90    100,000    100,000                            100,000         100,000
GRAPEVINE, TEXAS*                       11/1/95  3.70    800,000    800,000                            800,000         800,000
MONTGOMERY COUNTY, TEXAS*               11/1/95  3.95    100,000    100,000                            100,000         100,000
NUECES COUNTY, TEXAS*                   11/1/95  3.95  1,675,000  1,675,000                          1,675,000       1,675,000
PENINSULA, VIRGINIA*                    11/1/95  3.80    100,000    100,000                            100,000         100,000
VERMONT STATE*                          11/1/95  3.90  1,400,000  1,400,000                          1,400,000       1,400,000
LAC DU FLAMBEAU, WISCONSIN*             11/1/95  3.85    800,000    800,000                            800,000         800,000
WEST VIRGINIA STATE*                    11/1/95  4.15    400,000    400,000                            400,000         400,000
LINCOLN COUNTY, WYOMING*                11/1/95  4.00    200,000    200,000                            200,000         200,000
LINCOLN COUNTY, WYOMING*                11/1/95  4.00    500,000    500,000                            500,000         500,000
LINCOLN COUNTY WYOMING*                 11/1/95  3.90  1,300,000  1,300,000                          1,300,000       1,300,000
SUBLETTE COUNTY, WYOMING*               11/1/95  3.90    200,000    200,000                            200,000         200,000
UINTA COUNTY, WYOMING*                  11/1/95  3.90                         1,800,000  1,800,000   1,800,000       1,800,000
                                                      ---------- ----------  ---------- ---------- -----------  --------------
  TOTALS                                              71,215,000 71,290,183  61,655,000 61,736,077 132,870,000  133,026,260.27
                                                      ========== ==========  ========== ========== ===========  ==============

</TABLE>

*  Variable rate security.  Rate shown reflects the rate
that was in effect at October 31, 1995.

<PAGE>


                        CoreFund Intermediate Bond Fund
                      Conestoga Intermediate Income Fund
                       Pro-Forma Schedule of Investments

                               October 31, 1995
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                            Core Fund               Conestoga                 Pro-forma Combined
Security Description                Maturity  Coupon     Par        Value         Par         Value            Par       Value
<S>                                 <C>       <C>      <C>         <C>          <C>          <C>           <C>         <C>
U.S. GOVERNMENT SECURITIES
 U.S. TREASURY NOTES
UNITED STATES TREASURY NOTE          1/31/97   7.500                            4,110,000    4,202,434      4,110,000   4,202,434
UNITED STATES TREASURY NOTE          5/15/97   6.500                            7,010,000    7,098,396      7,010,000   7,098,396
UNITED STATES TREASURY NOTE          5/15/97   8.500                              700,000      729,190        700,000     729,190
UNITED STATES TREASURY NOTE          7/15/97   8.500                            8,670,000    9,067,953      8,670,000   9,067,953
UNITED STATES TREASURY NOTE          8/15/97   6.500                            6,890,000    6,989,836      6,890,000   6,989,836
UNITED STATES TREASURY NOTE          8/31/97   6.000   6,575,000   6,617,277                                6,575,000   6,617,277
UNITED STATES TREASURY NOTE         11/15/97   7.375   4,000,000   4,130,920    2,420,000    2,499,207      6,420,000   6,630,127
UNITED STATES TREASURY NOTE          2/15/98   8.125                              145,000      152,520        145,000     152,520
UNITED STATES TREASURY NOTE          5/15/98   9.000                            4,050,000    4,363,551      4,050,000   4,363,551
UNITED STATES TREASURY NOTE          8/15/98   9.250                           10,580,000   11,531,248     10,580,000  11,531,248
UNITED STATES TREASURY NOTE          5/31/99   6.750                            2,215,000    2,284,197      2,215,000   2,284,197
UNITED STATES TREASURY NOTE          9/30/99   7.125                            7,015,000    7,335,796      7,015,000   7,335,796
UNITED STATES TREASURY NOTE         10/15/99   6.000   2,200,000   2,217,556                                2,200,000   2,217,556
UNITED STATES TREASURY NOTE         10/31/99   7.500                            6,270,000    6,645,573      6,270,000   6,645,573
UNITED STATES TREASURY NOTE         11/30/99   7.750                              230,000      246,010        230,000     246,010
UNITED STATES TREASURY NOTE          1/31/00   7.750                            3,315,000    3,552,818      3,315,000   3,552,818
UNITED STATES TREASURY NOTE          5/31/00   6.250   1,000,000   1,017,200                                1,000,000   1,017,200
UNITED STATES TREASURY NOTE          9/30/00   6.125   2,000,000   2,026,080                                2,000,000   2,026,080
UNITED STATES TREASURY NOTE         11/15/01   7.500                           14,690,000   15,882,828     14,690,000  15,882,828
UNITED STATES TREASURY NOTE          2/15/05   7.500                            2,360,000    2,602,207      2,360,000   2,602,207
UNITED STATES TREASURY NOTE          8/15/05   6.500   3,000,000   3,105,300                                3,000,000   3,105,300
CORPORATE SECURITIES
 ASSET BACKED SECURITIES
ADVANTA CMO                         10/25/09   4.900   1,675,257   1,573,871                                1,675,257   1,573,871
BANC ONE CREDIT CARD MASTER
 TRUST 1994-A                       12/15/98   7.150                            1,675,000    1,703,559      1,675,000   1,703,559
CASE EQUIPMENT LOAN TRUST            9/15/00   5.950   1,000,000   1,001,600                                1,000,000   1,001,600
DAIMLER-BENZ GRANTOR TRUST
  1993-A-A                          10/15/98   3.900     610,288     601,927                                  610,288     601,927
DISCOVER CARD MASTER TRUST I         4/16/02   6.065   2,000,000   2,000,600                                2,000,000   2,000,600
FORD CREDIT GRANTOR TRUST            5/15/99   6.350   1,255,289   1,260,511                                1,255,289   1,260,511
PREMIER AUTO TRUST                   9/15/97   6.375                               15,451       15,472         15,451      15,472
PREMIER AUTO TRUST                    2/4/98   7.850   2,000,000   2,057,200                                2,000,000   2,057,200
PREMIER AUTO TRUST                    5/2/98   6.450                            1,625,000    1,638,569      1,625,000   1,638,569
PREMIER AUTO TRUST                    9/4/98   7.850                              870,000      894,882        870,000     894,882
SEARS CREDIT ACCOUNT MASTER
 TRUST                              10/15/04   7.000   3,000,000   3,103,800                                3,000,000   3,103,800
STANDARD CREDIT CARD MASTER
 TRUST                                6/7/00   6.750   2,000,000   2,035,320                                2,000,000   2,035,320

 CORPORATE BONDS                
AMERICAN EXPRESS MASTER TRUST        8/15/99   7.150   1,000,000   1,030,700                                1,000,000   1,030,700
ASSOCIATES CORPORATION NA            8/15/98   6.375   1,500,000   1,509,375                                1,500,000   1,509,375
BEAR STEARNS CO.                     10/1/05   6.875                              710,000      709,113        710,000     709,113
CARTER HOLT HARVEY LTD.              12/1/04   8.875                            1,120,000    1,276,800      1,120,000   1,276,800
CHASE MANHATTEN BANK                  8/1/05   6.500                              695,000      677,625        695,000     677,625
CHRYSLER CORPORATION                  8/1/99  10.400                            1,095,000    1,162,069      1,095,000   1,162,069
CSR AMERICA INCORPORATED             7/21/05   6.875                            1,670,000    1,692,963      1,670,000   1,692,963
DEAN WITTER DISCOVER                  3/1/98   6.000   1,250,000   1,248,438                                1,250,000   1,248,438
FIRST NATIONAL BANK OF BOSTON        9/15/04   8.000                            2,000,000    2,150,000      2,000,000   2,150,000
FORD MOTOR CREDIT CORPORATION        8/15/97   6.800   1,000,000   1,013,750                                1,000,000   1,013,750
GREAT LAKES POWER INCORPORATED       12/1/99   8.900                              990,000    1,053,113        990,000   1,053,113
JOHN DEERE CAPITAL CORPORATION        9/2/96   4.625   1,500,000   1,484,460                                1,500,000   1,484,460
LEHMAN BOTHERS INCORPORATED         10/15/00   9.875                            2,000,000    2,262,500      2,000,000   2,262,500
NORWEST FINANCIAL INCORPORATED       2/15/97   6.250   1,500,000   1,507,500                                1,500,000   1,507,500
PENN POWER AND LIGHT                  5/1/02   7.750                            1,280,000    1,358,400      1,280,000   1,358,400
PROVIDENT BANK                       6/15/96   5.000                              225,000      224,156        225,000     224,156
PROVINCE OF ONTARIO                   8/4/05   7.000   1,000,000   1,026,250                                1,000,000   1,026,250
SYSTEM ENERGY RESOURCES               9/1/96  10.500                              725,000      751,281        725,000     751,281
TRANSCONT GAS                        1/15/97   8.125                            1,055,000    1,076,100      1,055,000   1,076,100
 CORPORATE NOTES
CAPITAL ONE BANK                     2/27/98   8.125                              800,000      833,000        800,000     833,000
COLONIAL NATIONAL BANK                8/1/03   7.000                            1,595,000    1,608,956      1,595,000   1,608,956
SANTANDER FINANCE                    4/15/05   7.875                            1,625,000    1,734,688      1,625,000   1,734,688
TELE-COMMUN INCORPORATED             1/15/03   8.250                            1,600,000    1,672,000      1,600,000   1,672,000
 DOMESTIC CP
AMERICAN EXPRESS                     11/1/95   5.750                            1,567,000    1,567,000      1,567,000   1,567,000
 MEDIUM TERM NOTES
ASSOCIATES CORPORATION                5/6/96   4.730   1,000,000     994,900                                1,000,000     994,900
BHP FINANCIAL LIMITED                11/1/00   5.625                            1,730,000    1,660,800      1,730,000   1,660,800
FIRST USA BANK                       9/12/96   6.880                              655,000      660,731        655,000     660,731
FLEET FINANCIAL GROUP                 7/9/97   7.180                              160,000      162,800        160,000     162,800
INTERNATIONAL LEASE CORPORATION     11/14/96   7.830                            1,345,000    1,370,528      1,345,000   1,370,528
KN ENERGY INCORPORATED                2/1/96   9.940                              300,000      302,625        300,000     302,625
PAINE WEBBER                         1/20/04   6.730                              750,000      731,250        750,000     731,250
PAINE WEBBER GROUP                   9/17/97   6.630                              160,000      160,800        160,000     160,800
PHILLIP MORRIS                      12/12/95   6.500                              250,000      250,000        250,000     250,000
UNITED AIR LINES                     12/1/97   6.750                            2,435,000    2,425,869      2,435,000   2,425,869
 YANKEE BONDS
KOREA DEVELOPMENT BANK                5/1/00   6.250                            1,000,000      993,750      1,000,000     993,750
LAIDLAW INCORPORATED                 4/15/05   7.875                            1,490,000    1,584,988      1,490,000   1,584,988
NORANDA INCORPORATED                  6/1/03   8.000                              775,000      829,250        775,000     829,250
 CMO'S & REMICS
FHLMC                                5/15/05   6.500                            1,755,000    1,689,082      1,755,000   1,689,082
FHLMC                                3/15/07   6.750                            1,755,000    1,780,325      1,755,000   1,780,325
FHLMC REMIC                         10/15/00   6.500                            1,233,257    1,216,460      1,233,257   1,216,460
FHLMC REMIC                         11/15/08   6.250                              757,299      756,882        757,299     756,882
FHLMC REMIC                          2/15/16   6.000                            1,725,000    1,712,718      1,725,000   1,712,718
FHLMC REMIC                          4/15/18   7.250                              205,000      205,482        205,000     205,482
FNMA REMIC                          10/25/98   5.500                            1,900,000    1,849,479      1,900,000   1,849,479
FNMA REMIC                           2/25/03   5.750                            1,140,000    1,123,037      1,140,000   1,123,037
FNMA REMIC                           1/25/18   7.000                              300,000      301,881        300,000     301,881
FNMA REMIC                          11/25/20   6.500                              947,061      943,168        947,061     943,168
 FHLMC MORTGAGES

FHLMC                                11/1/08   5.500   2,228,485   2,137,942                                2,228,485   2,137,942
 FNMA MORTGAGES
FNMA                                12/22/97   6.260   3,000,000   3,014,550                                3,000,000   3,014,550
FNMA                                  4/1/07   8.000     506,034     521,215                                  506,034     521,215
FNMA                                  7/1/10   6.500                            1,808,932    1,794,786      1,808,932   1,794,786
FNMA                                 10/1/10   6.500                            1,360,000    1,349,365      1,360,000   1,349,365
 GNMA MORTGAGES
GNMA                                 9/15/16   9.500      86,079      91,997                                   86,079      91,997
GNMA                                12/15/16   9.500      61,186      65,393                                   61,186      65,393
GNMA                                 6/15/20   9.500      77,287      82,601                                   77,287      82,601
GNMA                                 7/15/22   8.000     608,706     626,967                                  608,706     626,967
GNMA                                 8/15/24   8.500   3,376,150   3,516,463                                3,376,150   3,516,463
GNMA                                 5/15/25   8.000     968,532     997,588                                  968,532     997,588
REPURCHASE AGREEMENTS
SANWA BANK                           11/1/95   5.850   3,427,000   3,427,000                                3,427,000   3,427,000
                                                      ----------  ----------  -----------  -----------    ----------- -----------
  TOTALS                                              56,405,293  57,046,248  131,543,999  137,102,062    187,949,292 194,148,310
                                                      ==========  ==========  ===========  ===========    =========== ===========  
</TABLE>

<PAGE>



                       CoreFund PA Municipal Bond Fund
                       Conestoga PA Tax-Free Bond Fund
                  Pro-Forma Combined Schedule of Investments
                               October 31, 1995
                                 (Unaudited)
                                                             
<TABLE>
<CAPTION>

                                                                 Core Fund           Conestoga        Pro-forma Combined
Security Description                     Maturity  Coupon      Par       Value      Par      Value      Par      Value
<S>                                      <C>       <C>        <C>       <C>       <C>       <C>       <C>       <C>
MUNICIPAL BONDS                                                                                                
 GENERAL OBLIGATIONS
ABINGTON, PENNSYLVANIA                    5/15/20   5.625     100,000     98,000                       100,000    98,000
ALLEGHENY COUNTY, PENNSYLVANIA            9/15/10   5.875      60,000     62,175                        60,000    62,175
ALLEGHENY COUNTY, PENNSYLVANIA            9/15/13   5.875     100,000    102,375                       100,000   102,375
BEDFORD, PENNSYLVANIA                     4/15/24   6.200      25,000     25,688                        25,000    25,688
CENTRAL BUCKS, PA.                         2/1/03   6.600                          175,000   190,750   175,000   190,750
CHESTER COUNTY, PENNSYLVANIA             11/15/16   5.625     100,000     98,750                       100,000    98,750
CRAWFORD, PENNSYLVANIA                    2/15/05   7.000     100,000    115,625                       100,000   115,625
DAUPHIN COUNTY, PENNSYLVANIA               8/1/07   5.450                          200,000   204,000   200,000   204,000
DELAWARE COUNTY, PENNSYLVANIA             12/1/98   7.100                          170,000   175,569   170,000   175,569
DELAWARE COUNTY, PENNSYLVANIA             10/1/15   5.500      75,000     74,063                        75,000    74,063
HAMPDEN TOWNSHIP, PENNSYLVANIA             4/1/03   5.350                          140,000   145,250   140,000   145,250
HEMPFIELD, PENNSYLVANIA                  10/15/14   5.300                          250,000   240,625   250,000   240,625
KEYSTONE, PENNSYLVANIA                     9/1/06   4.750                          240,000   230,700   240,000   230,700
LOWER MERION TOWNSHIP, PENNSYLVANIA        8/1/05   5.625     100,000    104,625                       100,000   104,625
MANHEIM, PENNSYLVANIA                     5/15/14   6.100     100,000    102,750                       100,000   102,750
MONTGOMERY COUNTY, PENNSYLVANIA          10/15/11   5.750                          175,000   178,719   175,000   178,719
NAZARETH,  PENNSYLVANIA                  11/15/12   5.500                          200,000   197,822   200,000   197,822
PENNSYLVANIA STATE                         9/1/00   6.250                          150,000   153,896   150,000   153,896
PENNSYLVANIA STATE                         7/1/05   6.000      25,000     26,875                        25,000    26,875
PENNSYLVANIA STATE                         7/1/11   6.250      60,000     64,650                        60,000    64,650
PITTSBURGH, PENNSYLVANIA                   9/1/17   6.125      25,000     25,781                        25,000    25,781
ROSE TREE/MEDIA, PENNSYLVANIA             2/15/10   5.350                          150,000   149,625   150,000   149,625
SENECA VALLEY, PENNSYLVANIA               2/15/15   5.850     105,000    105,919                       105,000   105,919
YORK, PENNSYLVANIA                         3/1/07   5.600      75,000     76,688                        75,000    76,688
 REVENUE BONDS
ALLEGHENY COUNTY, PENNSYLVANIA             4/1/01   6.450                          200,000   219,000   200,000   219,000
ALLEGHENY COUNTY, PENNSYLVANIA            10/1/03   5.800                          140,000   146,300   140,000   146,300
ALLEGHENY COUNTY, PENNSYLVANIA             2/1/07   5.700      15,000     14,925                        15,000    14,925
ALLEGHENY COUNTY, PENNSYLVANIA            12/1/09   7.450     130,000    143,163                       130,000   143,163
ALLEGHENY COUNTY, PENNSYLVANIA            11/1/12   6.000      25,000     25,688                        25,000    25,688
ALLENTOWN, PENNSYLVANIA                   7/15/96   5.650                          100,000   101,148   100,000   101,148
BERKS COUNTY, PENNSYLVANIA                10/1/06   5.600      65,000     67,438                        65,000    67,438
CENTER CITY DISTRICT, PENNSYLVANIA        12/1/08   5.600      60,000     61,800                        60,000    61,800
DELAWARE COUNTY, PENNSYLVANIA              8/1/08   5.400                          200,000   202,750   200,000   202,750
DOVER TOWNSHIP, PENNSYLVANIA               5/1/12   6.250      20,000     21,250                        20,000    21,250
ERIE COUNTY, PENNSYLVANIA                 11/1/96   5.850                          100,000   101,981   100,000   101,981
GETTYSBURG, PENNSYLVANIA                  11/1/95   3.950                          100,000   100,000   100,000   100,000
GETTYSBURG, PENNSYLVANIA                  2/15/97   5.300                          250,000   253,750   250,000   253,750
HARRISBURG, PENNSYLVANIA                   9/1/13   5.875                          200,000   201,250   200,000   201,250
LEHIGH COUNTY, PENNSYLVANIA               11/1/95   3.850                          200,000   200,000   200,000   200,000

LEHIGH COUNTY, PENNSYLVANIA               11/1/21   6.400      25,000     26,344                        25,000    26,344
LOWER BURRELL, PENNSYLVANIA                2/1/16   5.125                          250,000   233,750   250,000   233,750
LOWER SALFORD TOWNSHIP, PENNSYLVANIA     11/15/20   5.500     100,000     95,750                       100,000    95,750
MILLCREEK TOWNSHIP, PENNSYLVANIA          11/1/06   6.000                          150,000   159,000   150,000   159,000
MONTGOMERY COUNTY, PENNSYLVANIA            6/1/14   5.125                          250,000   231,563   250,000   231,563
NORTH PENN, PENNSYLVANIA                  11/1/05   5.800      90,000     94,613                        90,000    94,613
NORTH PENN, PENNSYLVANIA                  11/1/22   6.200      25,000     25,719                        25,000    25,719
NORTH WALES, PENNSYLVANIA                 11/1/10   6.750     100,000    114,875                       100,000   114,875
NORTH WALES, PENNSYLVANIA                 11/1/20   5.600      20,000     19,575                        20,000    19,575
NORTHAMPTON COUNTY, PENNSYLVANIA         11/15/18   5.750                          150,000   150,375   150,000   150,375
PENNSYLVANIA STATE                         9/1/97   6.300                          200,000   206,500   200,000   206,500
PENNSYLVANIA STATE                        12/1/99   5.100                          250,000   257,188   250,000   257,188
PENNSYLVANIA STATE                        12/1/01   5.350                          250,000   260,313   250,000   260,313
PENNSYLVANIA STATE                         1/1/05   6.000      25,000     27,063                        25,000    27,063
PENNSYLVANIA STATE                         3/1/05   6.150                          145,000   156,781   145,000   156,781
PENNSYLVANIA STATE                         3/1/05   6.150      40,000     43,250                        40,000    43,250
PENNSYLVANIA STATE                        12/1/06   5.800      75,000     79,594                        75,000    79,594
PENNSYLVANIA STATE                        12/1/08   5.900     125,000    130,781                       125,000   130,781
PENNSYLVANIA STATE                         7/1/09   5.800                          250,000   260,625   250,000   260,625
PENNSYLVANIA STATE                       12/15/09   6.000                          225,000   232,313   225,000   232,313
PENNSYLVANIA STATE                         1/1/10   6.000     100,000    104,125                       100,000   104,125
PENNSYLVANIA STATE                         1/1/12   6.000     100,000    102,875                       100,000   102,875
PENNSYLVANIA STATE                         7/1/12   6.400     300,000    305,250                       300,000   305,250
PENNSYLVANIA STATE                         9/1/13   5.850     100,000    102,250                       100,000   102,250
PENNSYLVANIA STATE                         9/1/16   6.700      75,000     84,938                        75,000    84,938
PENNSYLVANIA STATE                        10/1/17   5.450                          200,000   182,500   200,000   182,500
PENNSYLVANIA STATE HIGHER EDUCATION        7/1/19   6.000     150,000    151,313                       150,000   151,313
PHILADELPHIA, PENNSYLVANIA                 8/1/03   4.600                          250,000   246,563   250,000   246,563
PHILADELPHIA, PENNSYLVANIA                2/15/14   5.250                          250,000   235,625   250,000   235,625
PITTSBURGH, PENNSYLVANIA                   6/1/21   6.125     115,000    118,738                       115,000   118,738
QUAKERTOWN, PENNSYLVANIA                  11/1/95   3.750                          100,000   100,000   100,000   100,000
SCRANTON-LACKAWANNA, PENNSYLVANIA          3/1/03   6.150                          150,000   159,563   150,000   159,563
VENANGO, PENNSYLVANIA                     11/1/95   4.600                          200,000   200,000   200,000   200,000
WAYNE COUNTY, PENNSYLVANIA                10/1/07   5.350                          190,000   185,963   190,000   185,963
                                                            ---------  --------- --------- --------- --------- ---------
  TOTALS                                                    2,930,000  3,045,275 6,800,000 6,851,753 9,730,000 9,897,028
                                                            =========  ========= ========= ========= ========= =========
</TABLE>

<PAGE>



                            CoreFund Balanced Fund
                           Conestoga Balanced Fund
                  Pro-Forma Combined Schedule of Investments
                               October 31, 1995
                                 (Unaudited)
                                      
<TABLE>
<CAPTION>
                                                                   CoreFunds           Conestoga         Pro-Forma Combined
Security Description                          Maturity  Coupon   Shares/Par  Value   Shares/Par  Value     Shares/Par  Value
<S>                                          <C>        <C>      <C>         <C>     <C>         <C>      <C>          <C>
COMMON STOCK
AETNA LIFE AND CASUALTY COMPANY                                                          1,200     84,450      1,200      84,450
ALLIED SIGNAL INCORPORATED                                                               3,800    161,500      3,800     161,500
ALLSTATE CORPORATION                                                                       462     16,979        462      16,979
ALLTEL CORPORATION                                                15,000    459,375                           15,000     459,375
AMERICAN ELECTRIC POWER INC                                                              1,800     68,625      1,800      68,625
AMERICAN EXPRESS COMPANY                                          20,000    812,500                           20,000     812,500
AMERICAN HOME PRODUCTS                                            10,000    886,250                           10,000     886,250
AMERICAN INTERNATIONAL GROUP INC                                   6,000    506,250                            6,000     506,250
AMGEN INCORPORATED                                                13,600    652,800                           13,600     652,800
AMOCO CORPORATION                                                  7,500    479,063                            7,500     479,063
AMPHENOL CORPORATION - CLASS A                                    30,000    648,750                           30,000     648,750
AMSOUTH BANCORP                                                   20,000    797,500                           20,000     797,500
APPLE COMPUTER INCORPORATED                                                              3,600    130,725      3,600     130,725
ASHLAND INCORPORATED-NEW                                                                 3,500    110,688      3,500     110,688
ATLANTIC RICHFIELD COMPANY                                         5,875    627,156                            5,875     627,156
BAKER HUGHES INCORPORATED                                         24,000    471,000      3,000     58,875     27,000     529,875
BANK OF BOSTON CORPORATION                                                               2,600    115,700      2,600     115,700
BANKAMERICA CORPORATION                                                                  8,300    477,250      8,300     477,250
BARNETT BANKS INCORPORATED                                        11,000    607,750                           11,000     607,750
BELLSOUTH CORPORATION                                              8,000    612,000                            8,000     612,000
BEVERLY ENTERPRISES INCORPORATED                                                         5,100     59,925      5,100      59,925
BIRMINGHAM STEEL CORPORATION                                                               300      4,575        300       4,575
BOEING COMPANY                                                                           1,500     98,438      1,500      98,438
BORDER GROUP INCORPORATED                                                                1,000     17,125      1,000      17,125
BRITISH PETROLEUM PLC                                                                    4,000    353,000      4,000     353,000
BROWNING FERRIS INDUSTRIES                                                               4,500    131,063      4,500     131,063
BURLINGTON INDUSTRIES INCORPORATED                                                       1,900     21,138      1,900      21,138
BURLINGTON NORTHERN SANTA FE                                                             1,100     92,263      1,100      92,263
BURLINGTON RESOURCES INCORPORATED                                 12,500    450,000                           12,500     450,000
CAREMARK INTERNATIONAL INCORPORATED                                                        900     18,563        900      18,563
CASE EQUIPMENT CORPORATION                                                               2,500     95,313      2,500      95,313
CATERPILLAR INCORPORATED                                                                 1,200     67,350      1,200      67,350
CCB FINANCIAL CORP.                                               12,000    594,000                           12,000     594,000
CELLULAR COMMUNICATIONS-CLASS A                                                          2,000    107,250      2,000     107,250
CENTRAL AND SOUTH WEST CORPORATION                                                       4,100    109,675      4,100     109,675
CHASE MANHATTAN CORPORATION                                                              7,800    444,600      7,800     444,600
CHEMICAL BANKING CORPORATION                                                             4,400    250,250      4,400     250,250
CHEVRON CORPORATION                                               10,000    467,500                           10,000     467,500
CHIRON CORPORATION                                                 3,767    342,797                            3,767     342,797
CHUBB CORPORATION                                                 10,000    898,750                           10,000     898,750
CIGNA CORPORATION                                                                        1,200    118,950      1,200     118,950
CISCO SYSTEMS INCORPORATED                                         9,100    705,250                            9,100     705,250

CITICORP INCORPORATED                                                                    3,500    227,063      3,500     227,063
CML GROUP INCORPORATED                                                                   9,000     51,750      9,000      51,750
COCA COLA COMPANY                                                  7,600    546,250                            7,600     546,250
COMCAST CORPORATION                                               42,522    760,081                           42,522     760,081
COMMUNITY PSYCHIATRIC                                                                    1,500     16,313      1,500      16,313
COMPAQ COMPUTER CORPORATION                                                              2,000    111,500      2,000     111,500
COMPUTER ASSOCIATES INTERNATIONAL INC                                                    2,400    132,000      2,400     132,000
CONAGRA INCORPORATED                                              12,000    463,500                           12,000     463,500
CONRAIL INCORPORATED                                               8,300    570,625                            8,300     570,625
CON EDISON COMPANY NEW YORK INC                                                          5,400    164,025      5,400     164,025
CSX CORPORATION                                                                          1,200    100,500      1,200     100,500
DARDEN RESTAURANTS INCORPORATED                                                         17,300    196,788     17,300     196,788
DEAN WITTER DISCOVER & COMPANY                                                           3,700    184,075      3,700     184,075
DEERE AND COMPANY                                                                        1,800    160,875      1,800     160,875
DIAMOND SHAMROCK INCORPORATED                                                            1,400     36,050      1,400      36,050
DIGITAL EQUIPMENT CORPORATION                                                            3,500    189,438      3,500     189,438
DOW CHEMICAL COMPANY                                                                       900     61,763        900      61,763
ELAN CORPORATION                                                                         3,900    156,488      3,900     156,488
EMERSON ELECTRIC COMPANY                                           5,750    409,688                            5,750     409,688
ENRON CORPORATION                                                                        3,500    120,313      3,500     120,313
EQUITABLE COMPANIES INC.                                                                 7,300    155,125      7,300     155,125
EXXON CORPORATION                                                 10,300    786,663                           10,300     786,663
FEDERAL NATIONAL MORTGAGE ASSOCIATION                              7,200    755,100                            7,200     755,100
FHP INTERNATIONAL CORPORATION                                                            1,500     36,375      1,500      36,375
FIRST ALERT INCORPORATED                                                                 1,200     18,600      1,200      18,600
FIRST DATA CORPORATION                                             7,000    462,875                            7,000     462,875
FIRST VIRGINIA BANKS INC.                                         10,000    408,750                           10,000     408,750
FLEET FINANCIAL GROUP                                                                    2,000     77,500      2,000      77,500
FORD MOTOR COMPANY                                                                       7,700    221,375      7,700     221,375
FOUNDATION HEALTH CORPORATION                                                            1,600     67,800      1,600      67,800
FRONTIER CORPORATION                                              30,000    810,000                           30,000     810,000
FRUIT OF THE LOOM                                                                        3,000     52,125      3,000      52,125
GENERAL ELECTRIC COMPANY                                          10,000    632,500      7,200    455,400     17,200   1,087,900
GENERAL MOTORS CORPORATION, CLASS E                               10,000    471,250                           10,000     471,250
GENERAL RE CORPORATION                                             5,000    724,375                            5,000     724,375
GILLETTE COMPANY                                                  10,600    512,775                           10,600     512,775
GLAXO PLC                                                         30,400    824,600                           30,400     824,600
GLENAYRE TECHNOLOGIES INCORPORATED                                16,350  1,050,485                           16,350   1,050,485
GOODYEAR TIRE AND RUBBER COMPANY                                                         9,700    368,600      9,700     368,600
HEALTH MANAGEMENT ASSOCIATION - CL A                              19,575    420,863                           19,575     420,863
HEALTH SYSTEMS INTERNATIONAL INC., CLASS A                                                 700     21,263        700      21,263
HERCULES INCORPORATED                                                                    1,900    101,413      1,900     101,413
HEWLETT PACKARD COMPANY                                            7,400    685,425        800     74,100      8,200     759,525
HONEYWELL INCORPORATED                                            17,000    714,000                           17,000     714,000
HOUSEHOLD INTERNATIONAL INCORPORATED                                                     1,400     78,750      1,400      78,750
HUBBELL INCORPORATED                                              10,000    602,500                           10,000     602,500
HUMANA INCORPORATED                                                                      1,500     31,688      1,500      31,688
IBP INCORPORATED                                                                         1,900    113,763      1,900     113,763
IMC GLOBAL, INCORPORATED                                                                 1,700    119,000      1,700     119,000
INTEL CORPORATION                                                                        3,100    216,613      3,100     216,613
INTERNATIONAL BUSINESS MACHINES CORPORATION                                              4,000    389,000      4,000     389,000
INTERNATIONAL GAME TECHNOLOGY                                                            5,400     62,775      5,400      62,775
INTERNATIONAL PAPER COMPANY                                                              1,800     66,600      1,800      66,600
INTUIT INCORPORATION                                              10,000    720,000                           10,000     720,000

ITT CORPORATION                                                                          1,500    183,750      1,500     183,750
J P MORGAN AND COMPANY INCORPORATED                               10,000    771,250                           10,000     771,250
JOHNSON AND JOHNSON                                                6,600    537,900                            6,600     537,900
KROGER COMPANY                                                                           7,200    240,300      7,200     240,300
LCI INTERNATIONAL INCORPORATED                                    40,000    720,000                           40,000     720,000
LINEAR TECHNOLOGY CORPORATION                                     20,000    875,000                           20,000     875,000
LORAL CORPORATION                                                 24,000    711,000                           24,000     711,000
LOWE'S COMPANIES INCORPORATED                                                            6,500    175,500      6,500     175,500
MAGNA INTERNATIONAL, CLASS A                                                             1,000     43,250      1,000      43,250
MALLINCKRODT GROUP INCORPORATED                                   15,000    521,250                           15,000     521,250
MANPOWER INCORPORATED                                                                    4,000    108,500      4,000     108,500
MAYTAG CORPORATION                                                                       2,700     51,300      2,700      51,300
MBNA CORPORATION                                                                         2,500     92,188      2,500      92,188
MCDERMOTT INTERNATIONAL INCORPORATED                                                     1,300     20,638      1,300      20,638
MCDONNELL DOUGLAS CORPORATION                                                              900     73,575        900      73,575
MCI COMMUNICATIONS CORPORATION                                                           6,500    162,094      6,500     162,094
MERCK AND COMPANY INCORPORATED                                    11,600    667,000      1,600     92,000     13,200     759,000
MGM GRAND INCORPORATED                                                                   1,800     42,975      1,800      42,975
MICRON TECHNOLOGY INCORPORATED                                                             900     63,563        900      63,563
MIRAGE RESORTS, INCORPORATED                                      20,000    655,000                           20,000     655,000
MOBIL CORPORATION                                                  5,100    513,825      3,200    322,400      8,300     836,225
MONSANTO COMPANY                                                                         1,200    125,700      1,200     125,700
MOTOROLA INCORPORATED                                             11,600    761,250      1,300     85,313     12,900     846,563
MYLAN LABORATORIES                                                                       2,500     47,500      2,500      47,500
NABISCO HOLDINGS CORP-CLASS A                                                            8,000    215,000      8,000     215,000
NATIONAL SEMICONDUCTOR CORPORATION                                                       3,200     78,000      3,200      78,000
NEWS CORPORATION- PREFERRED SHARES ADR                                                   3,200     58,400      3,200      58,400
NOVACARE CORPORATION                                                                     2,300     14,375      2,300      14,375
NOVELL INCORPORATED                                                                      2,252     37,158      2,252      37,158
ORACLE SYSTEMS CORPORATION                                        15,300    667,463                           15,300     667,463
OWENS CORNING FIBERGLASS CORPORATION                                                     1,200     50,850      1,200      50,850
OWENS-ILLINOIS INCORPORATED                                                              5,300     66,913      5,300      66,913
PACIFIC GAS AND ELECTRIC COMPANY                                                         4,200    123,375      4,200     123,375
PAYCHEX INCORPORATED                                              15,000    650,625                           15,000     650,625
PECO ENERGY COMPANY                                                                      8,500    248,625      8,500     248,625
PEOPLESOFT INCORPORATED                                            5,000    430,000                            5,000     430,000
PEP BOYS-MANNY MOE AND JACK                                                              3,500     76,563      3,500      76,563
PEPSICO INCORPORATED                                               8,000    422,000                            8,000     422,000
PHELPS DODGE CORPORATION                                                                 1,900    120,413      1,900     120,413
PHILIP MORRIS COMPANIES INCORPORATED                                                     6,700    566,150      6,700     566,150
PHILIPS ELECTRONICS                                                                      2,700    104,288      2,700     104,288
POTASH CORPORATION OF SASKATCHEWAN                                                       1,700    118,363      1,700     118,363
PRAXAIR INCORPORATED                                                                     6,500    175,500      6,500     175,500
PROCTER AND GAMBLE COMPANY                                         5,275    427,275                            5,275     427,275
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED                      26,900    790,188                           26,900     790,188
PYXIS CORPORATION                                                                        1,000     12,625      1,000      12,625
QUALCOMM INCORPORATED                                             10,000    385,000      2,500     96,250     12,500     481,250
REPSOL S.A.                                                                              7,100    210,338      7,100     210,338
RJR NABISCO HOLDINGS CORPORATION                                                        10,300    316,725     10,300     316,725
ROYAL DUTCH PETROLEUM COMPANY                                                            2,200    270,325      2,200     270,325
SARA LEE CORPORATION                                              13,300    390,688                           13,300     390,688
SBC COMMUNICATIONS INC                                                                   3,000    167,625      3,000     167,625
SBC TELECOMMUNICATIONS INCORPORATED                               10,000    558,750                           10,000     558,750
SCECORP                                                                                 14,300    243,100     14,300     243,100

SCHERING PLOUGH CORPORATION                                       17,000    911,625                           17,000     911,625
SCOTT PAPER                                                       11,800    628,350                           11,800     628,350
SMITH KLINE BEECHAM PUBLIC LIMITED COMPANY                        16,000    830,000                           16,000     830,000
TEVA PHARMACEUTICAL INDUSTRIES LIMITED                                                   1,400     54,950      1,400      54,950
TEXAS INSTRUMENTS INCOPORATED                                                            1,800    122,850      1,800     122,850
TEXTRON INCOPORATED                                                                      1,000     68,750      1,000      68,750
THE TRAVELERS GROUP, INC                                                                 5,000    252,500      5,000     252,500
TOSCO CORPORATION                                                                        2,300     79,350      2,300      79,350
TRANSPORT HOLDINGS INC CL-A                                                                 25        981         25         981
U.S. ROBOTICS INCORPORATED                                         9,200    851,000                            9,200     851,000
UNITED HEALTHCARE CORPORATION                                                              500     26,563        500      26,563
UNITED STATES SURGICAL CORPORATION                                                       1,700     41,650      1,700      41,650
UNITED TECHNOLOGIES CORPORATION                                                            900     79,875        900      79,875
UNIVERSAL CORPORATION- VA                                                                  900     18,900        900      18,900
USX CORPORATION - U.S. STEEL GROUP                                                       3,900    116,513      3,900     116,513
VICORP RESTAURANTS INCORPORATED                                                          2,200     24,200      2,200      24,200
VLSI TECHNOLOGY INC.                                                                     1,500     35,250      1,500      35,250
VONS COMPANY                                                                             1,500     38,063      1,500      38,063
WARNER LAMBERT COMPANY                                            10,000    851,250                           10,000     851,250
WEBB DEL E CORPORATION                                                                   5,400    112,050      5,400     112,050
WELLS FARGO AND COMPANY                                            2,000    420,250                            2,000     420,250
WESTINGHOUSE ELECTRIC CORPORATION                                                        7,500    105,938      7,500     105,938
WORLDCOM INCORPORATED                                             15,000    489,375     14,300    466,538     29,300     955,913
XEROX CORPORATION                                                                          500     64,875        500      64,875
YPF SOCIEDAD ANONIMA                                                                     2,700     46,238      2,700      46,238
PREFERRED STOCKS
GENERAL MOTORS CORPORATION, SERIES C  PFD-CV                       6,500    435,500                            6,500     435,500

 U.S. TREASURY BONDS
UNITED STATES TREASURY BOND                   5/15/16   7.25     500,000    547,855                          500,000     547,855
UNITED STATES TREASURY BOND                   5/15/17   8.75                         1,040,000  1,319,947  1,040,000   1,319,947
UNITED STATES TREASURY BOND                   2/15/23   7.13     500,000    544,725                          500,000     544,725
UNITED STATES TREASURY BOND                   2/15/23   7.63                            80,000     92,831     80,000      92,831
UNITED STATES TREASURY BOND                   8/15/23   6.25     500,000    488,675                          500,000     488,675
 U.S. TREASURY NOTES
UNITED STATES TREASURY NOTE                   1/31/96   4.00   1,000,000    996,220                        1,000,000     996,220
UNITED STATES TREASURY NOTE                   5/15/96   7.38                           700,000    706,587    700,000     706,587
UNITED STATES TREASURY NOTE                   5/31/96   5.88   2,000,000  2,003,320                        2,000,000   2,003,320
UNITED STATES TREASURY NOTE                   8/31/96   7.25     500,000    506,525                          500,000     506,525
UNITED STATES TREASURY NOTE                   9/30/96   6.50   2,500,000  2,519,575                        2,500,000   2,519,575
UNITED STATES TREASURY NOTE                   1/31/97   7.50                           950,000    971,366    950,000     971,366
UNITED STATES TREASURY NOTE                   5/15/97   8.50                            85,000     88,545     85,000      88,545
UNITED STATES TREASURY NOTE                   5/15/97   6.50                           645,000    653,133    645,000     653,133
UNITED STATES TREASURY NOTE                  11/15/97   7.38                         1,645,000  1,698,819  1,645,000   1,698,819
UNITED STATES TREASURY NOTE                  12/31/97   6.00     500,000    503,770                          500,000     503,770
UNITED STATES TREASURY NOTE                   2/15/98   8.13                           355,000    373,410    355,000     373,410
UNITED STATES TREASURY NOTE                   3/31/98   5.13     500,000    493,895                          500,000     493,895
UNITED STATES TREASURY NOTE                   5/15/98   9.00                           815,000    878,097    815,000     878,097
UNITED STATES TREASURY NOTE                   8/15/98   9.25                           430,000    468,661    430,000     468,661
UNITED STATES TREASURY NOTE                  11/15/98   8.88                         1,105,000  1,201,257  1,105,000   1,201,257
UNITED STATES TREASURY NOTE                   5/31/99   6.75                         1,215,000  1,252,957  1,215,000   1,252,957
UNITED STATES TREASURY NOTE                   9/30/99   7.13                           600,000    627,438    600,000     627,438
UNITED STATES TREASURY NOTE                  10/15/99   6.00     500,000    503,990                          500,000     503,990
UNITED STATES TREASURY NOTE                  10/31/99   7.50                           970,000  1,028,103    970,000   1,028,103

UNITED STATES TREASURY NOTE                   1/15/00   6.38     500,000    510,590                          500,000     510,590
UNITED STATES TREASURY NOTE                  11/15/01   7.50                         1,275,000  1,378,530  1,275,000   1,378,530
UNITED STATES TREASURY NOTE                   8/15/05   6.50     500,000    517,550                          500,000     517,550
UNITED STATES TREASURY NOTE                   2/15/16   9.25                           510,000    673,430    510,000     673,430
 U.S. TREASURY BILLS
UNITED STATES TREASURY BILL                  12/14/95   7.14   1,000,000    993,650                        1,000,000     993,650
 GNMA MORTGAGES
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION     10/15/19   9.00     233,908    245,821                          233,908     245,821
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION     12/15/22   7.50     750,858    761,415                          750,858     761,415
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION      7/15/23   7.00                           386,093    383,799    386,093     383,799
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION      7/15/25   7.50                           714,832    727,563    714,832     727,563
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION      8/15/25   7.00     499,580    496,612                          499,580     496,612
 FHLMC MORTGAGES
FEDERAL HOME LOAN MORTGAGE CORPORATION        1/28/00   6.44     500,000    508,750                          500,000     508,750
FEDERAL HOME LOAN MORTGAGE CORPORATION        11/1/08   5.50     853,310    818,640                          853,310     818,640
FEDERAL HOME LOAN MORTGAGE CORPORATION        11/1/08   5.50      35,831     34,375                           35,831      34,375
FEDERAL HOME LOAN MORTGAGE CORPORATION         9/1/25   7.00                           350,000    347,484    350,000     347,484
 FNMA MORTGAGES
FEDERAL NATIONAL MORTGAGE ASSOCIATION          7/1/10   6.50                           288,056    285,804    288,056     285,804
FEDERAL NATIONAL MORTGAGE ASSOCIATION          2/1/23   8.00                           175,892    180,399    175,892     180,399
FEDERAL NATIONAL MORTGAGE ASSOCIATION          5/1/25   7.50                           159,134    160,873    159,134     160,873
FEDERAL NATIONAL MORTGAGE ASSOCIATION          7/1/25   7.50                           174,544    176,452    174,544     176,452
 CMO'S & REMICS
FEDERAL HOME LOAN MORTGAGE CORPORATION         5/1/08   6.00     837,340    817,972                          837,340     817,972
FEDERAL HOME LOAN MORTGAGE CORPORATION         8/1/10   7.00                           138,629    139,797    138,629     139,797
 CORPORATE BONDS
BEAR STEARNS CO.                              10/1/05   6.88                           175,000    174,781    175,000     174,781
BELLSOUTH CORPORATION                          2/1/05   7.00     500,000    518,750                          500,000     518,750
CARTER HOLT HARVEY LTD.                       4/15/15   8.38                            85,000     94,456     85,000      94,456
CHASE MANHATTEN BANK                           8/1/05   6.50                           100,000     97,500    100,000      97,500
COCA-COLA COMPANY                             7/15/03   6.00   1,000,000    976,250                        1,000,000     976,250
DAYTON HUDSON CORPORATION                     12/1/22   8.50     500,000    525,000                          500,000     525,000
FIRST BANK SYSTEM                             9/15/07   6.88     500,000    500,625                          500,000     500,625
FIRST NATIONWIDE                              10/1/06  10.00                            50,000     58,938     50,000      58,938
FORD MOTOR CREDIT CORPORATION                 4/15/00   6.38     500,000    500,625                          500,000     500,625
FORD MOTOR CREDIT CORPORATION                 1/15/03   7.50   1,000,000  1,048,750                        1,000,000   1,048,750
FORD MOTOR CREDIT CORPORATION                 11/8/00   6.25     500,000    497,500                          500,000     497,500
MANUFACTURERS & TRADERS                        7/1/05   7.00                           165,000    165,000    165,000     165,000
MERRILL LYNCH AND COMPANY                     4/27/08   7.00     250,000    252,500                          250,000     252,500
NIAGARA MHWK POWER                             4/1/22   8.75                            80,000     75,600     80,000      75,600
PROVIDENT BANK                                1/15/04   6.38                           160,000    156,400    160,000     156,400
TORONTO-DOMNION BANK-NY                      10/15/08   6.15                           140,000    131,250    140,000     131,250
U.S. BANCORP                                 10/15/05   6.75     500,000    497,500                          500,000     497,500
 CONVERTIBLE BONDS
AAB-GLOBAL BD                                 5/31/05   7.25                           250,000    259,688    250,000     259,688
BROWNING-FERRIS  CV                           8/15/12   6.25     425,000    420,750                          425,000     420,750
ORYX ENERGY COMPANY CV                        5/15/14   7.50     400,000    345,000                          400,000     345,000
TIME WARNER INCORPORATED                      1/10/15   8.75     216,800    224,659                          216,800     224,659
 CORPORATE NOTES
AHMANSON H. F.                                 9/1/04   7.88                           185,000    196,563    185,000     196,563
CAPITAL ONE BANK                              2/27/98   8.13                            90,000     93,713     90,000      93,713
CHEMICAL BANK                                 11/1/08   6.13                           230,000    213,613    230,000     213,613
LEHMAN BROTHERS HOLDINGS                      9/15/03   7.13                           175,000    176,094    175,000     176,094
SANTANDER FINANCE                             4/15/05   7.88                           100,000    106,750    100,000     106,750

TCI COMMUNICATIONS INCORPORATED                8/1/15   8.75                            90,000     95,963     90,000      95,963
TELE-COMMUN INCORPORATED                      1/15/03   8.25                           100,000    104,500    100,000     104,500
UNITED AIR LINES                               5/1/04  10.67                           320,000    377,200    320,000     377,200
 ASSET BACKED SECURITIES
PREMIER AUTO TRUST                             9/4/98   7.85                           110,000    113,146    110,000     113,146
 CORPORATE CMO'S
PRUDENTIAL HOME MORTGAGE SECURITIES          10/25/24   7.00                           235,000    229,717    235,000     229,717
 YANKEE BONDS
CSR FINANCE LTD                               7/21/25   7.70                           200,000    207,750    200,000     207,750
LAIDLAW INCORPORATED                          4/15/25   8.75                            75,000     86,344     75,000      86,344
NORANDA INCORPORATED                           6/1/03   8.00                           100,000    107,000    100,000     107,000
QUEBEC PROVINCE                               7/15/23   7.50                           280,000    280,700    280,000     280,700
 DOMESTIC CP                                                                                                       -           -
AMERICAN EXPRESS                              11/1/95   5.75                         4,030,000  4,030,000  4,030,000   4,030,000
 MEDIUM TERM NOTES                                                                                                 -           -
BELL ATLANTIC CORPORATION                     4/27/98   5.47     500,000    492,500                          500,000     492,500
 REPURCHASE AGREEMENTS
AUBREY LANSTON                                11/1/95   5.85   1,337,000  1,337,000                        1,337,000   1,337,000
HONG KONG SHANGHAI BANK                       11/1/95   5.85   1,336,000  1,336,000                        1,336,000   1,336,000
SANWA BANK                                    11/1/95   5.88   1,336,000  1,336,000                        1,336,000   1,336,000
NATIONS BANK                                  11/1/95   5.85   1,336,000  1,336,000                        1,336,000   1,336,000
                                                              ---------- ---------- ---------- ---------- ---------- ----------- 
  TOTALS                                                      27,723,141 68,183,144 22,733,519 38,356,565 50,456,660 106,539,709
                                                              ========== ========== ========== ========== ========== ===========

</TABLE>


<PAGE>


                      CoreFund International Growth Fund
                     Conestoga International Equity Fund
                  Pro-forma Combined Schedule of Investments
                                  31-Oct-95

<TABLE>
<CAPTION>
                                                    CoreFund                  Conestoga Fund         Pro-forma Combined
Security Description                       Shares       Market Value     Shares      Market Value  Shares      Market Value
<S>                                        <C>          <C>              <C>          <C>          <C>          <C>
ARGENTINA
BANCO FRANCES DEL RIO                                                    2,200.00     48,125.00      2,200.00      48,125.00
BUENOS AIRES EMBOTELLADORA                   5,200.00     118,950.00                                 5,200.00     118,950.00
CAPEX - GDS                                 12,500.00     153,125.00                                12,500.00     153,125.00
COMMERCIAL DEL PLATA SA                                                 19,000.00     38,380.00     19,000.00      38,380.00
COMPANIA NAVIERA PEREZ                      36,700.00     161,847.00                                36,700.00     161,847.00
CORP CEMENTERA ARGENTINA                                                 6,500.00     27,950.00      6,500.00      27,950.00
IRSA GDR                                                                 1,400.00     29,400.00      1,400.00      29,400.00
YPF SOCIEDAD ANONIMA ADS                     5,400.00      92,475.00                                 5,400.00      92,475.00
AUSTRALIA
BROKEN HILL PROPRIETARY                    121,770.00   1,648,698.29                               121,770.00   1,648,698.29
NEWSCORP                                                                21,000.00    105,863.54     21,000.00     105,863.54
QANTAS AIRWAYS                             313,000.00     552,969.84                               313,000.00     552,969.84
AUSTRIA
OEST ELEKTRIZATSWITS 'A'                     5,047.00     308,458.94                                 5,047.00     308,458.94
VIENNA INTERNATIONAL AIRPORT                 9,500.00     610,364.68                                 9,500.00     610,364.68
BELGIUM
KREDIETBANK                                  2,600.00     652,471.48                                 2,600.00     652,471.48
BRAZIL
CEMIG - ADR                                 12,100.00     263,780.00                                12,100.00     263,780.00
COMPANIA VALE RIO DOCE ADR                  11,200.00     453,712.00                                11,200.00     453,712.00
ELETROBRAS - ADR                            23,500.00     331,937.50                                23,500.00     331,937.50
RHODIA-STER - GDR                           20,097.00     261,461.97                                20,097.00     261,461.97
TELEBRAS ADR                                13,450.00     541,894.66                                13,450.00     541,894.66
USIMINAS - ADR                              18,600.00     172,050.00                                18,600.00     172,050.00
CHILE
MADECO ADR                                   9,630.00     239,546.25                                 9,630.00     239,546.25
MADERAS Y SINTECTICOS SOCIEDAD ADR          12,500.00     223,437.50                                12,500.00     223,437.50
SANTA ISABEL ADR                                                         1,100.00     24,887.50      1,100.00      24,887.50
SOCIEDAD QUIMICA Y MINERA ADR                4,861.00     210,845.88                                 4,861.00     210,845.88
COLOMBIA
CEMENTOS DIAMANTE - GDS                     18,800.00     319,600.00                                18,800.00     319,600.00
ECUADOR
LA CEMENTO NACIONAL-GDR                        832.00     174,720.00                                   832.00     174,720.00
FINLAND
NOKIA AB 'A'                                                             8,400.00    481,040.70      8,400.00     481,040.70
FRANCE
AXA                                         18,500.00   1,027,840.85       800.00     44,447.17     19,300.00   1,072,288.02
BANCAIRE                                                                   350.00     36,299.48        350.00      36,299.48
BUSINESS OBJECTS                                                         1,300.00     56,225.00      1,300.00      56,225.00
CASTORAMA                                                                  165.00     26,765.88        165.00      26,765.88
CIE DE SAINT GOBAIN                             87.00      10,375.58                                    87.00      10,375.58
ELF AQUITAINE                               10,466.00     712,934.03                                10,466.00     712,934.03
IMETAL SA                                    3,887.00     457,995.70                                 3,887.00     457,995.70

L'OREAL                                      4,800.00   1,173,366.06                                 4,800.00   1,173,366.06
PEUGEOT                                      7,500.00     977,293.65                                 7,500.00     977,293.65
SCHNEIDER (SPIE BATIGN)                     25,600.00     987,656.75                                25,600.00     987,656.75
SEITA                                       22,000.00     765,060.86                                22,000.00     765,060.86
SGS-THOMSON ADR                                                          1,500.00     67,875.00      1,500.00      67,875.00
GERMANY
HOECHST                                      2,198.00     573,323.38                                 2,198.00     573,323.38
MANNESMANN                                   4,300.00   1,411,940.30                                 4,300.00   1,411,940.30
SAP PFD                                                                  1,250.00    191,453.45      1,250.00     191,453.45
VEBA                                        40,000.00   1,638,379.53     2,250.00     92,158.85     42,250.00   1,730,538.38
HONG KONG
AMOY PROPERTIES                          1,062,000.00   1,023,372.83                             1,062,000.00   1,023,372.83
CHEUNG KONG                                                             11,000.00     62,034.35     11,000.00      62,034.35
CHINA LIGHT & POWER                        200,000.00   1,065,811.26                               200,000.00   1,065,811.26
CITIC PACIFIC                              230,000.00     718,452.50    20,800.00     64,973.10    250,800.00     783,425.60
FIRST PACIFIC                                                          266,000.00    306,213.78    266,000.00     306,213.78
HSBC HOLDINGS                              151,501.00   2,204,555.89    15,200.00    221,181.71    166,701.00   2,425,737.60
HUTCHISON WHAMPOA                          265,000.00   1,460,187.29    12,000.00     66,121.69    277,000.00   1,526,308.98
SUN HUNG KAI PROPERTIES                                                  8,000.00     63,896.94      8,000.00      63,896.94
SWIRE PACIFIC 'A'                          207,000.00   1,552,928.39                               207,000.00   1,552,928.39
INDIA
EAST INDIA HOTELS GDS                                                    1,400.00     24,150.00      1,400.00      24,150.00
I.T.C. LIMITED ADR                                                       4,100.00     35,875.00      4,100.00      35,875.00
RANBAXY LABORATORIES GDR                                                 1,000.00     22,370.00      1,000.00      22,370.00
INDONESIA
INDOSAT ADR                                                              4,000.00    132,500.00      4,000.00     132,500.00
IRELAND
ELAN                                                                     1,300.00     52,162.50      1,300.00      52,162.50
ISRAEL
ECI TELECOM                                                              1,800.00     34,200.00      1,800.00      34,200.00
ITALY
ASSICURAZIONI GENERALI                                                   2,200.00     51,305.71      2,200.00      51,305.71
FALCK                                                                   12,200.00     27,961.21     12,200.00      27,961.21
GUCCI GROUP ADR                                                          3,100.00     93,000.00      3,100.00      93,000.00
GUCCI GROUP ADR                                                            900.00     38,812.50        900.00      38,812.50
MEDIOBANCA                                                               4,000.00     26,742.00      4,000.00      26,742.00
RINASCENTE                                 162,000.00     961,016.95                               162,000.00     961,016.95
TELECOM ITALIA MOBILE SPA                  635,000.00   1,066,305.71    71,500.00    120,064.34    706,500.00   1,186,370.05
JAPAN
ADVANTEST                                                                4,000.00    226,828.31      4,000.00     226,828.31
ALPINE ELECTRONICS                                                       4,000.00     55,533.83      4,000.00      55,533.83
AMANO CORPORATION  (6436.T)                 47,000.00     569,808.37                                47,000.00     569,808.37
ASAHI CHEMICAL INDUSTRIES                  198,000.00   1,389,949.16                               198,000.00   1,389,949.16
ASAHI DIAMOND INDUSTRIAL                    43,000.00     550,743.06                                43,000.00     550,743.06
BEST DENKI                                                               2,000.00     28,744.62      2,000.00      28,744.62
BRIDGESTONE                                                              3,000.00     41,650.37      3,000.00      41,650.37
CANON                                       93,000.00   1,591,220.18     6,000.00    102,659.37     99,000.00   1,693,879.55
CANON SALES                                                              1,000.00     23,660.54      1,000.00      23,660.54
DAIFUKU CO. LTD.                            43,000.00     512,905.75                                43,000.00     512,905.75
DAIWA SECURITIES                                                         7,000.00     82,127.49      7,000.00      82,127.49
DDI                                            147.00   1,191,464.61        32.00    259,366.45        179.00   1,450,831.06
EIDEN SAKAKIYA                              27,000.00     314,137.66                                27,000.00     314,137.66
FANUC                                                                    2,000.00     86,624.95      2,000.00      86,624.95
HIROSE ELECTRIC                                                          1,050.00     67,036.57      1,050.00      67,036.57

HITACHI                                    163,000.00   1,673,347.67                               163,000.00   1,673,347.67
HITACHI METALS                             112,000.00   1,379,741.89                               112,000.00   1,379,741.89
ITO YOKADO                                  22,000.00   1,202,385.61     3,000.00    163,961.67     25,000.00   1,366,347.28
ITOCHU                                     236,000.00   1,398,279.23                               236,000.00   1,398,279.23
KAMIGUMI COMPANY                           102,000.00     922,467.74                               102,000.00     922,467.74
KEYENCE                                                                    500.00     61,595.62        500.00      61,595.62
KIRIN BEVERAGE                              35,000.00     530,406.73                                35,000.00     530,406.73
KOA                                                                      5,000.00     81,149.78      5,000.00      81,149.78
KOKUSAI ELECTRIC                                                         5,000.00    113,903.01      5,000.00     113,903.01
KOMATSU                                                                  6,000.00     46,930.00      6,000.00      46,930.00
KUBOTA                                                                   6,000.00     37,192.02      6,000.00      37,192.02
KURARAY NO. 4 WARRANTS 1/13/98                 360.00     112,500.00                                   360.00     112,500.00
KURITA WATER                                                             1,000.00     27,864.69      1,000.00      27,864.69
KYOCERA                                     21,000.00   1,720,570.98     4,000.00    327,727.81     25,000.00   2,048,298.79
MABUCHI MOTOR                                9,000.00     544,681.27                                 9,000.00     544,681.27
MAKITA                                                                   2,000.00     31,091.12      2,000.00      31,091.12
MARUI COMPANY                               44,000.00     761,439.19     2,000.00     34,610.87     46,000.00     796,050.06
MASPRO DENKOH (6749.T)                      14,400.00     204,145.48                                14,400.00     204,145.48
MATSUSHITA ELECTRIC                                                      3,000.00     42,530.31      3,000.00      42,530.31
MITS BNK(CNV) 3%,11/30/02                1,100,000.00   1,145,375.00                             1,100,000.00   1,145,375.00
MITSUBISHI ELECTRIC                                                      5,000.00     37,348.46      5,000.00      37,348.46
MITSUBISHI ESTATE                                                        7,000.00     74,599.14      7,000.00      74,599.14
MITSUBISHI HEAVY INDUSTRIES                254,000.00   1,959,386.00                               254,000.00   1,959,386.00
MITSUBISHI TRUST & BANKING                                               2,000.00     27,962.46      2,000.00      27,962.46
MITSUI FUDOSAN                             101,000.00   1,155,357.84     5,000.00     57,195.93    106,000.00   1,212,553.77
MURATA                                                                   4,000.00    140,398.90      4,000.00     140,398.90
NEC                                                                     20,000.00    263,981.23     20,000.00     263,981.23
NIKON                                                                   10,000.00    142,745.40     10,000.00     142,745.40
NIPPON EXPRESS                             154,000.00   1,249,706.69                               154,000.00   1,249,706.69
NIPPON SYSTEM DEVELOPMENT  (9759.OS)        17,000.00     207,763.00                                17,000.00     207,763.00
NIPPON TELEGRAPH & TELEPHONE                                                 4.00     32,811.89          4.00      32,811.89
NISSAN MOTORS                                                            7,000.00     47,223.31      7,000.00      47,223.31
NOMURA SECURITIES                           77,000.00   1,407,802.11     6,000.00    109,698.87     83,000.00   1,517,500.98
NTT DATA COMMUNICATIONS                                                      3.00     75,087.99          3.00      75,087.99
ORGANO CO. LTD.                             40,000.00     410,637.47                                40,000.00     410,637.47
RISO KAGAKU CORPORATION                      6,100.00     491,435.28                                 6,100.00     491,435.28
ROHM COMPANY                                32,000.00   1,942,901.84                                32,000.00   1,942,901.84
SANKYO                                      61,000.00   1,341,904.58     1,000.00     21,998.44     62,000.00   1,363,903.02
SANWA BANK                                                               3,000.00     51,036.37      3,000.00      51,036.37
SEKISUI WARRANTS                               155.00     205,375.00                                   155.00     205,375.00
SHARP                                                                    7,000.00     97,184.20      7,000.00      97,184.20
SHIMACHU                                    17,000.00     448,768.09                                17,000.00     448,768.09
SHIN ETSU CHEMICAL                          66,000.00   1,348,650.76                                66,000.00   1,348,650.76
SONY                                        24,000.00   1,079,389.91     1,000.00     44,974.58     25,000.00   1,124,364.49
SUMITOMO BANK                                                            3,000.00     53,089.56      3,000.00      53,089.56
SUMITOMO ELECTRIC                          109,000.00   1,257,528.35                               109,000.00   1,257,528.35
SUMITOMO FORESTRY                           88,000.00   1,238,951.90                                88,000.00   1,238,951.90
SUMITOMO TRUST & BANKING                   110,000.00   1,269,065.31     4,000.00     46,147.83    114,000.00   1,315,213.14
TAISHO PHARMACEUTICAL                       21,000.00     379,839.66                                21,000.00     379,839.66
TAKEDA CHEMICAL INDUSTRIES                                               2,000.00     28,158.00      2,000.00      28,158.00
TDK                                                                      1,000.00     51,525.22      1,000.00      51,525.22
TOCHIGI FUJI INDUSTRIAL                     41,000.00     284,610.87                                41,000.00     284,610.87
TOKIO MARINE & FIRE INSURANCE              123,000.00   1,262,710.21                               123,000.00   1,262,710.21
TOKYO ELECTRONICS                                                        4,000.00    173,640.99      4,000.00     173,640.99

TORAY                                                                    6,000.00     37,485.33      6,000.00      37,485.33
TOYOTA MOTOR                                                             4,000.00     74,305.83      4,000.00      74,305.83
USHIO                                                                    2,000.00     22,682.83      2,000.00      22,682.83
YAMANOUCHI PHARMACEUTICAL                                                3,000.00     66,875.24      3,000.00      66,875.24
LUXEMBOURG
MILLICOM INTERNATIONAL                       6,800.00     224,400.00       500.00     16,500.00      7,300.00     240,900.00
MALAYSIA
ARAB-MALAYSIAN MERCHANT BANK               106,000.00   1,314,308.21    12,000.00    148,789.61    118,000.00   1,463,097.82
EDARAN OTOMOBIL                             80,000.00     629,797.28                                80,000.00     629,797.28
GENTING BERHAD                             157,000.00   1,353,395.00                               157,000.00   1,353,395.00
MALAYAN BANKING                                                         10,000.00     80,692.78     10,000.00      80,692.78
NEW STRAITS TIMES PRESS                                                 20,000.00     62,979.73     20,000.00      62,979.73
RESORTS WORLD BERHAD                        88,000.00     429,521.75                                88,000.00     429,521.75
SIME DARBY MALAYSIA                                                     20,000.00     49,990.16     20,000.00      49,990.16
TECHNOLOGY RESOURCES                                                    44,000.00    111,710.29     44,000.00     111,710.29
UNITED ENGINEERS                           150,000.00     932,887.23     9,000.00     55,973.23    159,000.00     988,860.46
MEXICO
BUFETE INDUSTRIAL ADR                                                    1,600.00     21,400.00      1,600.00      21,400.00
CEMEX SA DE CV A""                                                       5,300.00     16,440.51      5,300.00      16,440.51
CIFRA, S.A. (CFRAY.OB)                                                  35,000.00     37,449.99     35,000.00      37,449.99
EMPRESAS ICA SOCIEDAD CONTROLADORA ADR      16,000.00     152,000.00                                16,000.00     152,000.00
GRUPO CARSO SA ADR                          15,500.00     151,125.00     2,500.00     24,375.00     18,000.00     175,500.00
GRUPO FINANCIERO BANAMEX, SERIES B          75,000.00     129,603.40                                75,000.00     129,603.40
GRUPO FINANCIERO BANAMEX, SERIES B                                      11,000.00     19,008.50     11,000.00      19,008.50
GRUPO FINANCIERO BANAMEX, SERIES L                                         550.00        906.80        550.00         906.80
GRUPO FINANCIERO INBURSA B""                                            20,000.00     54,674.22     20,000.00      54,674.22
GRUPO IND ALFA SERIES A" NPV (CPO)"         13,000.00     152,832.86                                13,000.00     152,832.86
GRUPO IUSACELL,                                                          1,400.00     16,625.00      1,400.00      16,625.00
GRUPO MODELO SA SERIES C""                                               5,000.00     19,192.63      5,000.00      19,192.63
GRUPO POSADAS                                                           52,300.00     16,667.85     52,300.00      16,667.85
GRUPO SYNKRO, CL B                                                      80,000.00     19,600.00     80,000.00      19,600.00
KIMBERLY CLARK, SERIES A                                                 1,700.00     22,369.69      1,700.00      22,369.69
KIMBERLY CLARKE - ADR                        5,500.00     144,375.00                                 5,500.00     144,375.00
NETHERLANDS
ADV SEMICONDUCTOR ENG ADR                                                  700.00     32,812.50        700.00      32,812.50
ASM LITHO HOLDINGS                                                       2,000.00     99,250.00      2,000.00      99,250.00
BAAN                                                                     2,300.00     97,750.00      2,300.00      97,750.00
ELSEVIER NV                                131,750.00   1,703,231.94     4,500.00     58,174.90    136,250.00   1,761,406.84
GETRONICS                                                                1,000.00     47,718.63      1,000.00      47,718.63
INTERNATIONAL NEDERLANDEN                   23,182.00   1,382,399.37       500.00     29,816.22     23,682.00   1,412,215.59
KPN                                         17,000.00     597,908.75                                17,000.00     597,908.75
MADGE NETWORKS                                                           1,900.00     79,562.50      1,900.00      79,562.50
PHILIPS ELECTRONICS                                                      1,800.00     69,581.75      1,800.00      69,581.75
POLYGRAM                                    14,500.00     905,101.39     1,100.00     68,662.86     15,600.00     973,764.25
WOLTERS KLUWER                                                             500.00     45,500.63        500.00      45,500.63
NEW ZEALAND
TELECOM CORP NEW ZEALAND                                                 1,015.00     67,370.63      1,015.00      67,370.63
NORWAY
HAFSLUND NYCOMED 'B'                                                     1,200.00     33,536.78      1,200.00      33,536.78
PETROLEUM GEO-SERVICES ADR                                               6,200.00    120,125.00      6,200.00     120,125.00
PERU
BANCO WIESE                                                              6,900.00     45,712.50      6,900.00      45,712.50
PHILIPPINES
SAN MIGUEL, CL B                                                        20,000.00     66,204.77     20,000.00      66,204.77

SINGAPORE
CITY DEVELOPMENTS                                                        7,000.00     43,362.83      7,000.00      43,362.83
CREATIVE TECHNOLOGY                                                      1,100.00     12,787.50      1,100.00      12,787.50
DEVELOPMENT BANK OF SINGAPORE              106,000.00   1,215,716.81                               106,000.00   1,215,716.81
FIRST CAPITAL CORPORATION                  227,000.00     613,904.42                               227,000.00     613,904.42
FLEXTRONICS                                                              1,000.00     23,250.00      1,000.00      23,250.00
JARDINE MATHESON HOLDINGS                  156,800.00     956,480.00                               156,800.00     956,480.00
SINGAPORE PRESS HOLDINGS F""                98,400.00   1,539,568.14     2,400.00     37,550.44    100,800.00   1,577,118.58
STRAITS STEAMSHIP LAND                                                  14,000.00     39,249.56     14,000.00      39,249.56
UNITED OVERSEAS BANK                                                    10,600.00     93,054.87     10,600.00      93,054.87
SOUTH AFRICA
ISCOR                                      140,100.00     142,155.49                               140,100.00     142,155.49
MALBAK                                      50,000.00     332,510.63                                50,000.00     332,510.63
MURRAY & ROBERTS                            34,500.00     241,258.74                                34,500.00     241,258.74
POLIFIN LIMITED                              5,250.00      11,301.93                                 5,250.00      11,301.93
SAFMARINE & RENNIE HOLDING LIMITED          80,000.00     279,720.28                                80,000.00     279,720.28
SASOL                                       35,000.00     302,344.71                                35,000.00     302,344.71
SOUTH AFRICAN BREWERY                        7,400.00     243,013.85                                 7,400.00     243,013.85
SOUTH KOREA
KOREA FUND                                                               3,000.00     64,875.00      3,000.00      64,875.00
KOREA MOBILE TELECOM GDR                                                 2,500.00     92,500.00      2,500.00      92,500.00
SAMSUNG ELECTRONICS GDS                                                  4,000.00    256,000.00      4,000.00     256,000.00
SAMSUNG ELECTRONICS GDS NEW                                                 22.00      2,332.00         22.00       2,332.00
SEOUL EXCEL TRUST - IDR                         18.00     202,680.00                                    18.00     202,680.00
SPAIN
BANCO DE SANTANDER                          23,000.00   1,003,279.76                                23,000.00   1,003,279.76
FCC                                          5,000.00     353,394.56                                 5,000.00     353,394.56
REPSOL                                      19,220.00     574,425.22                                19,220.00     574,425.22
SWEDEN
ALLGAN SERIES B                                                          1,600.00     24,224.89      1,600.00      24,224.89
ASEA AB B-F                                                              1,400.00    138,148.18      1,400.00     138,148.18
ASTRA 'B'                                                                5,200.00    188,014.10      5,200.00     188,014.10
AUTOLIV AB                                                               2,200.00    126,276.78      2,200.00     126,276.78
ERICSSON LM TELEPHONE                       29,000.00     616,017.36    23,400.00    499,809.38     52,400.00   1,115,826.74
PHARMACIA B                                                                500.00     17,475.67        500.00      17,475.67
STORA KOPPARBERGS 'A'                       61,000.00     739,778.24                                61,000.00     739,778.24
SWITZERLAND
BBC BROWN BOVERI                                                            65.00     75,422.91         65.00      75,422.91
CIBA GEIGY                                                                 125.00    108,259.91        125.00     108,259.91
NESTLE SA REGISTERED                         1,470.00   1,541,233.48                                 1,470.00   1,541,233.48
ROCHE HOLDING                                                               35.00    254,405.29         35.00     254,405.29
ROCHE HOLDING                                  210.00   1,526,431.72                                   210.00   1,526,431.72
SANDOZ PHARMACEUTICAL                                                      260.00    214,643.17        260.00     214,643.17
ZURICH VERSICHERUNG                          3,150.00     901,982.38                                 3,150.00     901,982.38
THAILAND
ADVANCED INFO SERVICE                                                    9,000.00    148,807.63      9,000.00     148,807.63
LAND AND HOUSE F""                                                       2,000.00     32,273.45      2,000.00      32,273.45
THAI MILITARY BANK                         335,000.00   1,318,163.75                               335,000.00   1,318,163.75
TOTAL ACCESS COMMUNICATIONS ADR                                         11,000.00     66,550.00     11,000.00      66,550.00
UNITED COMMUNICATIONS                                                    5,000.00     62,798.09      5,000.00      62,798.09
UNITED KINGDOM
ARGYLL GROUP                               170,000.00     865,180.97                               170,000.00     865,180.97
BARCLAYS BANK                                                            5,200.00     61,065.28      5,200.00      61,065.28
BARRATT DEVELOPMENT                        319,000.00     978,125.49                               319,000.00     978,125.49

BAT                                                                      4,200.00     34,452.35      4,200.00      34,452.35
BRITISH AIRWAYS                            109,000.00     783,862.81                               109,000.00     783,862.81
BRITISH SKY BROADCASTING ADR                                             5,500.00    196,625.00      5,500.00     196,625.00
BRITISH TELECOMMUNICATIONS                 138,000.00     821,194.88                               138,000.00     821,194.88
BTR WARRANTS                               265,000.00     314,129.92                               265,000.00     314,129.92
COMMERCIAL UNION                                                         5,300.00     51,349.77      5,300.00      51,349.77
DIXONS GROUP                               164,000.00     992,761.18                               164,000.00     992,761.18
EAST MIDLANDS ELECTRICITY                   76,532.00   1,050,545.95                                76,532.00   1,050,545.95
GKN                                         86,000.00   1,096,917.97                                86,000.00   1,096,917.97
GLAXO WELLCOME                             106,000.00   1,429,919.39     7,200.00     97,126.60    113,200.00   1,527,045.99
GRANADA GROUP                               96,000.00   1,025,699.38                                96,000.00   1,025,699.38
LADBROKE ORD     10 P                      353,000.00     926,157.74                               353,000.00     926,157.74
LEX SERVICE                                101,833.00     531,134.66                               101,833.00     531,134.66
LOGICA                                                                   6,100.00     46,181.44      6,100.00      46,181.44
MCKENCHIE                                   84,000.00     578,852.54                                84,000.00     578,852.54
NEXT                                                                    12,000.00     77,761.97     12,000.00      77,761.97
NFC                                        362,000.00     892,555.71                               362,000.00     892,555.71
RECKITT & COLEMAN                          118,000.00   1,255,160.42                               118,000.00   1,255,160.42
REUTERS HOLDINGS                                                        16,200.00    150,554.77     16,200.00     150,554.77
SMITHKLINE BEECHAM                                                      20,500.00    209,957.33     20,500.00     209,957.33
TAKARE                                                                   6,000.00     19,440.49      6,000.00      19,440.49
TELE-COMMUNICATIONS - A                                                  7,500.00    169,687.50      7,500.00     169,687.50
TOMKINS                                    323,000.00   1,273,723.72                               323,000.00   1,273,723.72
TSB GROUP                                  208,000.00   1,226,236.76                               208,000.00   1,226,236.76
UNILEVER                                    64,000.00   1,243,180.02                                64,000.00   1,243,180.02
VODAFONE GROUP                                                          26,200.00    108,079.66     26,200.00     108,079.66
WASSALL                                    168,750.00     725,462.30                               168,750.00     725,462.30
WOLSELEY                                   196,000.00   1,214,351.19                               196,000.00   1,214,351.19
WPP GROUP                                                               11,600.00     28,234.55     11,600.00      28,234.55
ZENECA GROUP                                                             8,000.00    149,012.17      8,000.00     149,012.17
UNITED STATES
BARCLAY'S T/D, 4.75&                       763,000.00     763,000.00                               763,000.00     763,000.00
CLYDESDALE T/D, 5.00%                      201,511.21     201,511.21                               201,511.21     201,511.21
HIMILAYAN FUND WARRANTS                      7,243.00       3,621.50                                 7,243.00       3,621.50
HIMILAYAN MUTUAL FUND                       77,718.00     990,904.50                                77,718.00     990,904.50
INDIAN OPPORTUNITIES FND                    41,982.73     425,704.88                                41,982.73     425,704.88
KOREA PREF SHARE FUND                       41,000.00     467,400.00                                41,000.00     467,400.00
NEAR EAST OPPORTUNITIES FUND                59,000.00     636,020.00                                59,000.00     636,020.00
QUILMES INDUSTRIAL (REG)                                                 2,200.00     38,720.00      2,200.00      38,720.00
TAIWAN OPPORTUNITIES FUND                  204,500.00   1,623,730.00                               204,500.00   1,623,730.00
USD TIME DEPOSIT 12/11/95                                            1,028,558.00  1,028,558.00  1,028,558.00   1,028,558.00
                                        ------------- -------------- ------------ ------------- ------------- --------------
  TOTALS                                14,581,107.94 113,133,791.69 2,345,434.00 13,281,387.99 16,926,541.94 126,415,179.68
                                        ============= ============== ============ ============= ============= ==============

</TABLE>

<PAGE>

                        CoreFund Treasury Reserve Fund
                     Conestoga US Treasury Securities Fund
            Pro-Forma Combined Statement of Assets and Liabilities
                               October 31, 1995
                                  (Unaudited)
                                       
<TABLE>
<CAPTION>
                                        CoreFund       Conestoga
                                        Treasury      US Treasury
                                        Reserve        Securities     Pro-Forma
                                          Fund           Fund          Combined
<S>                                  <C>              <C>            <C>
ASSETS
Investments, @ value (Cost
   $492,594,075 and $447,275,157
  respectively)                       $492,594,075   $447,275,157   $939,869,232
Cash                                           979             93          1,072
Dividends and Interest receivable          409,437        173,647        583,084
Prepaid expenses                            20,516         51,788         72,304
                                      ------------   ------------   ------------
                   Total Assets        493,025,007    447,500,685    940,525,692
                                      ------------   ------------   ------------
LIABILITIES
Dividends payable                        2,148,866      1,917,532      4,066,398
Accrued expenses payable                   315,438        324,215        639,653
                                      ------------   ------------   ------------
          Total Liabilities              2,464,304      2,241,747      4,706,051
                                      ------------   ------------   ------------
TOTAL NET ASSETS                      $490,560,703   $445,258,938   $935,819,641
                                      ============   ============   ============
Total Net Assets by Class of Shares

Institutional Class                   $474,243,922    444,528,715   $918,772,637
Retail Class                          $ 16,316,781        730,223   $ 17,047,004
                                      ------------   ------------   ------------
                                      $490,560,703   $445,258,938   $935,819,641
                                      ============   ============   ============
Shares Outstanding

Institutional Class
 Pre-combination                       474,228,668    444,422,563            N/A
 Post-combination                      128,487,354              0    128,487,354


Retail Class
 Pre-combination                        16,316,145        729,856            N/A
 Post-combination                       17,046,001              0     17,046,001

Net Asset Value, Offering and
 Redemption Price Per Share

Institutional Class                   $       1.00   $       1.00   $       1.00


Retail Class                          $       1.00   $       1.00   $       1.00

</TABLE>



<PAGE>
                          CoreFund Cash Reserve Fund
                        Conestoga Cash Management Fund
            Pro-Forma Combined Statement of Assets and Liabilities
                               October 31, 1995
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                           Conestoga
                                          Corefund           Cash   
                                         Cash Reserve      Management     Pro-Forma
                                              Fund           Fund          Combined
<S>                                      <C>                <C>            <C>  
ASSETS
Investments, @ value (Cost
   $591,845,176 and $242,941,744
  respectively)                            $591,845,176   $242,941,744   $834,786,920
Cash                                                  0             73             73
Dividends and Interest receivable               357,937        118,748        476,685
Prepaid expenses                                      0         32,022         32,022
                                           ------------   ------------   ------------
          Total Assets                      592,203,113    243,092,587    835,295,700
                                           ------------   ------------   ------------
LIABILITIES
Investment Securities Purchased                       0      3,997,280      3,997,280
Dividends payable                             2,648,761      1,027,217      3,675,978
Accrued expenses payable                        409,070        189,734        598,804
                                           ------------   ------------   ------------
          Total Liabilities                   3,057,831      5,214,231      8,272,062
                                           ------------   ------------   ------------
TOTAL NET ASSETS                           $589,145,282   $237,878,356   $827,023,638
                                           ============   ============   ============
Total Net Assets by Class of Shares
Institutional Class                        $570,032,471   $234,519,918   $804,552,389
Retail Class                                 19,112,811      3,358,438     22,471,249
                                           ------------   ------------   ------------
                                           $589,145,282   $237,878,356   $827,023,638
                                           ============   ============   ============
Shares Outstanding

Institutional Class
  Pre-combination                           570,037,873    234,652,830            N/A
  Post-combination                          804,690,703              0    804,690,703

Retail Class
 Pre-combination                             19,113,426      3,361,129            N/A
 Post-combination                            22,474,555              0     22,474,555

Net Asset Value, Offering and Redemption
 Price Per Share
Institutional Class                        $       1.00   $       1.00   $       1.00
Retail Class                               $       1.00   $       1.00   $       1.00
</TABLE>

<PAGE>



                        CoreFund Tax-Free Reserve Fund
                            Conestoga Tax-Free Fund
            Pro-Forma Combined Statement of Assets and Liabilities
                               October 31, 1995
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                             CoreFund
                                                             Tax-Free        Conestoga
                                                              Reserve        Tax-Free          Pro-Forma
                                                                Fund           Fund             Combined
                                                              --------      ----------        ----------
<S>                                                        <C>              <C>             <C>
ASSETS
Investments, @ value (Cost
   $71,290,183 and $61,736,077
  respectively)                                            $  71,290,183   $  61,736,077    $ 133,026,260
Dividends and Interest receivable                                310,510         343,207          653,717
Prepaid Expenses                                                   2,141          11,206           13,347
                                                           -------------   -------------    -------------
          Total Assets                                        71,602,834      62,090,490      133,693,324
                                                           -------------   -------------    -------------
LIABILITIES
Cash/Cash Overdraft                                              (54,143)        (67,747)         (13,604)
Dividends payable                                                179,278         175,826          355,104
Accrued expenses payable                                          60,170          55,775          115,945
Investment Securities Purchased                                1,976,178               0        1,976,178
                                                           -------------   -------------    -------------
          Total Liabilities                                    2,161,483         299,348        2,460,831
                                                           -------------   -------------    -------------
TOTAL NET ASSETS                                           $  69,441,351   $  61,791,142    $ 131,232,493
                                                           =============   =============    =============
Total Net Assets by Class of Shares

Institutional Class                                        $  67,947,223   $  60,508,879    $ 128,456,102
Retail Class                                                   1,494,128       1,282,263        2,776,391
                                                           -------------   -------------    -------------
                                                           $  69,441,351   $  61,791,142    $ 131,232,493
                                                           =============   =============    =============

Shares Outstanding

Institutional Class
     Pre-combination                                          67,995,424      60,491,930              N/A
     Post-combination                                        128,504,303               0      128,504,303

Retail Class
     Pre-combination                                           1,495,186       1,281,648              N/A
     Post-combination                                          2,776,834               0        2,776,834

Net Asset Value, Offering and Redemption Price Per Share


Institutional Class                                                 1.00            1.00             1.00

Retail Class                                                        1.00            1.00             1.00
</TABLE>

<PAGE>


                       CoreFund Intermediate Bond Fund
                      Conestoga Intermediate Income Fund
            Pro-Forma Combined Statement of Assets and Liabilities
                               October 31, 1995
                                 (Unaudited)

<TABLE>
<CAPTION>                                             
                                           CoreFund        Conestoga
                                         Intermediate     Intermediate       Pro-Forma
                                          Bond Fund        Income Fund       Combined
<S>                                      <C>              <C>             <C>    
ASSETS
Investments, @ value (Cost
   $56,462,364 and $135,703,358
  respectively)                            $ 57,046,248    $137,102,062    $194,148,310
Cash                                                589           4,152           4,741
Dividends and Interest receivable               635,404       2,510,392       3,145,796
Investment securities sold                            0         613,081         613,081
Capital shares sold receivable                        0         241,195         241,195
Prepaid Expenses                                      0          78,239          78,239
                                           ------------    ------------    ------------
          Total Assets                       57,682,241     140,549,121     198,231,362
                                           ------------    ------------    ------------

LIABILITIES
Investment securities purchased                       0         830,408         830,408
Dividends payable                               272,457               0         272,457
Other Payables                                        0          44,793          44,793
Accrued expenses payable                         19,793         220,924         220,717
                                           ------------    ------------    ------------
          Total Liabilities                     292,250       1,076,125       1,368,375
                                           ------------    ------------    ------------
TOTAL NET ASSETS                           $ 57,389,991    $139,472,996    $196,862,987
                                           ============    ============    ============

Total Net Assets by Class of Shares

Institutional Class                        $ 55,364,689    $138,243,515    $193,608,204
  Retail Class                                2,025,303       1,229,481       3,254,784
                                           ------------    ------------    ------------
                                           $ 57,389,992    $139,472,996    $196,862,988
                                           ============    ============    ============

Shares Outstanding

Institutional Class
     Pre-combination                       $  5,602,290    $ 12,909,945             N/A
     Post-combination                      $ 19,590,994    $          0    $ 19,590,994

Retail Class
     Pre-combination                            204,958         114,722             N/A
     Post-combination                           329,380               0         329,380



Net Asset Value, Offering and Redemption
 Price Per Share

Institutional Class                        $       9.88    $      10.71    $       9.88

Retail Class                               $       9.88    $      10.72    $       9.88

Maximum offering price per retail class    $      10.21    $      10.94    $      10.21

Maximum sales load imposed on purchases
  of retail class of shares                        3.25%           2.00%           3.25%
</TABLE>

<PAGE>


                       CoreFund PA Municipal Bond Fund
                       Conestoga PA Tax-Free Bond Fund
            Pro-Forma Combined Statement of Assets and Liabilities
                               October 31, 1995
                                 (Unaudited)

<TABLE>
<CAPTION>                                              
                                         CoreFund         Conestoga
                                            PA               PA
                                       Municipal Bond   Tax-Free Bond      Pro-Forma
                                           Fund             Fund           Combined
<S>                                     <C>             <C>              <C>
ASSETS
Investments, @ value (Cost
   $2,917,497 and $6,839,773
   respectively)                          $ 3,045,275    $ 6,851,753    $ 9,897,028
Cash                                            6,789        103,030        109,819
Dividends and Interest receivable              54,368         86,922        141,290
Capital shares sold receivable                      0         39,195         39,195
Prepaid expenses                               10,584          2,887         13,471
                                          -----------    -----------    -----------
          Total Assets                      3,117,016      7,083,787     10,200,803
                                          -----------    -----------    -----------
LIABILITIES
Capital shares redeemed payable                     0        279,486        279,486
Dividends payable                              13,272              0         13,272
Accrued expenses payable                        7,951          7,974         15,925
                                          -----------    -----------    -----------
          Total Liabilities                    21,223        287,460        308,683
                                          -----------    -----------    -----------
TOTAL NET ASSETS                          $ 3,095,793    $ 6,796,327    $ 9,892,120
                                          ===========    ===========    ===========
Total Net Assets by Class of Shares

Institutional Class                       $ 2,789,277    $ 5,976,630    $ 8,765,907
Retail Class                                  306,516        819,697      1,126,213
                                          -----------    -----------    -----------
                                          $ 3,095,793    $ 6,796,327    $ 9,892,120
                                          ===========    ===========    ===========
Shares Outstanding

Institutional Class
     Pre-combination                          267,691        584,020            N/A
     Post-combination                         841,264              0        841,264
Retail Class
     Pre-combination                           29,416         80,106            N/A
     Post-combination                         108,082              0        108,082

Net Asset Value, Offering and
Redemption Price Per Share

Institutional Class                       $     10.42    $     10.23    $     10.42


Retail Class                              $     10.42    $     10.23    $     10.42

Maximum offering price per retail class   $     10.77    $     10.44    $     10.77

Maximum sales load imposed on purchases
  of retail class of shares                      3.25%          2.00%          3.25%
</TABLE>
                                              
<PAGE>


                            CoreFund Balanced Fund
                            Conestoga Balanced Fund
            Pro-Forma Combined Statement of Assets and Liabilities
                               October 31, 1995
                                  (Unaudited)

<TABLE>
<CAPTION>
                                             CoreFund       Conestoga
                                             Balanced       Balanced       Pro-Forma
                                              Fund            Fund          Combined
<S>                                         <C>             <C>            <C>
ASSETS
Investments, @ value (Cost
   $60,380,939 and $37,497,969
  respectively)                              68,183,144      38,356,565     106,539,709
Cash                                                250           1,366           1,616
Dividends and Interest receivable               335,296         447,299         782,595
Investment securities sold                            0         185,422         185,422
Capital shares sold receivable                        0           3,574           3,574
Prepaid expenses                                 86,812          23,692         110,504
                                           ------------    ------------    ------------
          Total Assets                       68,605,502      39,017,918     107,623,420
                                           ------------    ------------    ------------

LIABILITIES
Capital shares redeemed payable                       0             699             699
Accrued expenses payable                        133,585          39,995         173,580
Other payables                                        0           2,570           2,570
Investment Securities Purchased                 498,350         410,694         909,044
                                           ------------    ------------    ------------
          Total Liabilities                     631,935         453,958       1,085,893
                                           ------------    ------------    ------------
TOTAL NET ASSETS                           $ 67,973,567    $ 38,563,960    $106,537,527
                                           ------------    ------------    ------------
Total Net Assets by Class of Shares

Institutional Class                        $ 65,434,187    $ 38,494,620    $103,928,807
Retail Class                                  2,539,380          69,340       2,608,720
                                           ------------    ------------    ------------
                                           $ 67,973,567    $ 38,563,960    $106,537,527
                                           ============    ============    ============
Shares Outstanding

Institutional Class
     Pre-combination                          5,569,819       3,707,254             N/A
     Post-combination                         8,845,957               0       8,845,957

Retail Class
     Pre-combination                            216,129           6,676             N/A
     Post-combination                           222,030               0         222,030

Net Asset Value, Offering and Redemption

    Price Per Share

Institutional Class                        $      11.75    $      10.38    $      11.75

Retail Class                               $      11.75    $      10.39    $      11.75

Maximum offering price per retail class    $      12.14    $      10.60    $      12.14

Maximum sales load imposed on purchases
  of retail class of shares                        3.25%           2.00%           3.25%
</TABLE>

<PAGE>

                      CoreFund International Growth Fund
                     Conestoga International Equity Fund
            Pro-Forma Combined Statement of Assets and Liabilities
                               October 31, 1995
                                 (Unaudited)

<TABLE>
<CAPTION>                                              

                                                 CoreFund         Conestoga
                                               International     International      Pro-Forma
                                                Growth Fund       Equity Fund        Combined
<S>                                              <C>             <C>                <C>
ASSETS
Investments, @ value (Cost
   $105,859,974 and $12,574,795
  respectively)                                 $ 113,133,792    $  13,281,388     $ 126,415,180
Cash                                                        0            1,410             1,410
Dividends and Interest receivable                     456,013           13,377           469,390
Capital shares sold receivable                              0            1,482             1,482
Prepaid expenses                                            0           16,604            16,604
Investment  Securities Sold                           198,414          242,408           440,822
Income Receivable                                           0              108               108
Reclaim Receivable                                          0              723               723
                                                -------------    -------------     -------------
          Total Assets                            113,788,219       13,557,500       127,345,719
                                                -------------    -------------     -------------

LIABILITIES
Cash overdraft                                         41,780                0            41,780
Capital shares redeemed payable                             0              470               470
Accrued expenses payable                              202,495           35,452           237,947
Investment Securities Purchased                     1,138,928          187,000         1,325,928
Unrealized gain (loss) on
         currency contracts                               138          (46,268)          (46,130)
                                                -------------    -------------     -------------
          Total Liabilities                         1,383,341          176,654         1,559,995
                                                -------------    -------------     -------------
TOTAL NET ASSETS                                $ 112,404,878    $  13,380,846     $ 125,785,724
                                                =============    =============     =============

Total Net Assets by Class of Shares

Institutional Class                             $ 110,471,955    $  13,372,041     $ 123,843,996
Retail Class                                        1,932,923            8,805         1,941,728
                                                -------------    -------------     -------------
                                                $ 112,404,878    $  13,380,846     $ 125,785,724
                                                =============    =============     =============
Shares Outstanding

Institutional Class
     Pre-combination                                8,680,307        1,214,983               N/A
     Post-combination                               9,730,742                0         9,730,742
Retail Class

     Pre-combination                                  152,205              758               N/A
     Post-combination                                 152,898                0           152,898

Net Asset Value, Offering and Redemption
 Price Per Share

Institutional Class                             $       12.73    $       11.01     $       12.73

Retail Class                                    $       12.70    $       11.62     $       12.70

Maximum offering price per retail class         $       13.13    $       11.85     $       13.13

Maximum sales load imposed on purchases
  of retail class of shares                              3.25%            2.00%             3.25%

</TABLE>
<PAGE>


                          CoreFund Value Equity Fund
                            Conestoga Equity Fund
            Pro-Forma Combined Statement of Assets and Liabilities
                         Investment  Securities Sold
                                 (Unaudited)


<TABLE>
<CAPTION>                                              
                                             CoreFund
                                               Value         Conestoga
                                              Equity          Equity        Pro-Forma
                                               Fund            Fund          Combined
<S>                                       <C>             <C>              <C>
ASSETS
Investments, @ value (Cost
  $33,122,312 and $368,840,462
  respectively)                            $ 33,961,457    $385,182,148    $419,143,605
Cash                                                746               0             746
Dividends and Interest receivable                 9,548         374,662         384,210
Capital shares sold receivable                   40,000         837,388         877,388
Investment Securities Sold                            0       7,099,622       7,099,622
Prepaid expenses                                 42,517          31,456          73,973
                                           ------------    ------------    ------------
          Total Assets                       34,054,268     393,525,276     427,579,544
                                           ------------    ------------    ------------
LIABILITIES
Cash overdraft                                        0           4,739           4,739
Capital shares redeemed payable                  85,680         175,502         261,182
Accrued expenses payable                              0         507,498         507,498
Investment Securities Purchased                 835,881       7,894,617       8,730,498
                                           ------------    ------------    ------------
          Total Liabilities                     921,561       8,582,356       9,503,917
                                           ------------    ------------    ------------

TOTAL NET ASSETS                           $ 33,132,707    $384,942,920    $418,075,627
                                           ============    ============    ============
Total Net Assets by Class of Shares

Institutional Class                        $ 29,688,256    $378,352,322    $408,040,578
Retail Class                                  3,444,452       6,590,598      10,035,050
                                           ------------    ------------    ------------
                                           $ 33,132,708    $384,942,920    $418,075,628
                                           ============    ============    ============
Shares Outstanding

Institutional Class
     Pre-combination                          2,131,045      22,159,807             N/A
     Post-combination (1)                    23,898,626               0      23,898,626
Retail Class
     Pre-combination                            246,805         385,955             N/A
     Post-combination (2)                       587,667               0         587,667

Net Asset Value, Offering and
 Redemption Price Per Share


Institutional Class                        $      13.93    $      17.07    $      17.07

Retail Class                               $      13.96    $      17.08    $      17.08

Maximum offering price per retail class    $      14.42    $      17.42    $      17.65

Maximum sales load imposed on purchases
  of retail class of shares                       3.25%           2.00%           3.25%
</TABLE>

(1)  Reduction in shares due to a 81.59% reverse stock split

(2)  Reduction in shares due to a 81.73% reverse stock split

<PAGE>

                        CoreFund Treasury Reserve Fund
                    Conestoga US Treasury Securities Fund
                  Pro-Forma Combined Statement of Operations
                 For the Twelve Months Ended October 31, 1995
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                            Conestoga
                                        CoreFund          US Treasury 
                                     Treasury Reserve      Securities         Pro-Forma      Pro-Forma
                                          Fund                Fund           Adjustments     Combined
<S>                                     <C>                <C>                 <C>         <C>
Investment Income
          
     Interest                           $28,278,700        $21,000,859               0      $49,279,559
     Dividends                                    0                  0               0                0
                                        -----------        -----------        --------      -----------
       Total Investment Income           28,278,700         21,000,859               0       49,279,559
                                        -----------        -----------        --------      -----------
Expenses 
 
     Investment Advisory Fees             2,442,549          1,457,258        (487,180) (1)   3,412,627
     Administration Fees                  1,221,251            670,514         241,127  (1)   2,132,892
     Custodian Fees                               0             99,751         (99,751) (1)           0
     Transfer Agent Fees                    166,066             61,098         (56,533) (1)     170,631
     Service Fees                                 0            160,346        (160,346) (1)           0
     Distribution Fees                       36,652            136,344        (108,012) (1)      64,984
     Legal  and Audit                        85,224            115,539         (81,301) (2)     119,462
     Printing                                61,344             42,977         (18,043) (2)      86,278
     Registration Fees                       54,838             62,924               0          117,762
     Trustees' Fees and Officers' 
      Salaries                               25,524             24,019         (16,359) (2)      33,184
     Organization and Other                 109,928             44,923         (92,088) (2)      62,763
                                        -----------        -----------        --------      -----------
                                          4,203,376          2,875,693        (878,486)       6,200,583
     Less: Fees waived & Expenses
           Reimbursed                    (1,807,526)          (608,930)        631,956  (3)  (1,784,500)
                                        -----------        -----------        --------      -----------
       Total Expenses                     2,395,850          2,266,763        (246,530)       4,416,083
                                        -----------        -----------        --------      -----------
NET INVESTMENT INCOME                    25,882,850         18,734,096         246,530       44,863,476
                                        -----------        -----------        --------      -----------
Realized and Unrealized Gain (Loss) on
  Investments Transactions

     Net realized gain (loss) on investment 
     transactions                           15,303              41,347               0           56,650

     Change in unrealized appreciation 
     (depreciation)                               0                  0               0                0

Net Realized and Unrealized  

Gain (Loss) on Investment Transactions       15,303             41,347               0           56,650
                                        -----------        -----------        --------      -----------
Net Increase (Decrease) in Net Assets
Resulting from Operations               $25,898,153        $18,775,443        $246,530      $44,920,126
                                        ===========        ===========        ========      ===========
</TABLE>
- -----------------------------------------

(1) Based on the fee structure of the registrant and the assets of
    the combined fund.

(2) Adjustments reflect expected savings when the two funds combine.

(3) Reflects pro-forma voluntary waiver of advisory and administration fees.


<PAGE>


                          CoreFund Cash Reserve Fund
                        Conestoga Cash Management Fund
                  Pro-Forma Combined Statement of Operations
                 For the Twelve Months Ended October 31, 1995
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                               Conestoga
                                             CoreFund            Cash
                                           Cash Reserve       Management          Pro-Forma       Pro-Forma
                                               Fund              Fund            Adjustments      Combined
<S>                                        <C>                 <C>             <C>               <C>
Investment Income
                       
  Interest                                 $33,026,315       $11,680,234               0        $44,706,549
  Dividends                                          0                 0               0                  0
                                           -----------       -----------        --------        -----------    
    Total Investment Income                 33,026,315        11,680,234               0         44,706,549
                                           -----------       -----------        --------        -----------    
Expenses 
 
  Investment Advisory Fees                   2,792,661           793,531         (557,493) (1)    3,028,699
  Administration Fees                        1,396,330           365,560          131,047  (1)    1,892,937
  Custodian Fees                                     4            64,305          (64,309) (1)            0
  Transfer Agent Fees                          193,594            44,325          (86,484) (1)      151,435
  Service Fees                                       0           145,040         (145,040) (1)            0
  Distribution Fees                             42,711             7,182            1,893  (1)       51,786
  Legal and Audit                              103,576            64,656          (62,210) (2)      106,022
  Printing                                      73,090            19,867          (16,386) (2)       76,571
  Registration Fees                             70,060            50,127                0           120,187
  Trustees' Fees                                31,432            10,790          (12,771) (2)       29,451
  Organization and Other                       127,376            18,962         (108,484) (2)       37,854
                                           -----------       -----------         --------       -----------    
                                             4,830,834         1,584,345         (920,237)        5,494,942
  Less: Fees waived & Expenses Reimbursed   (2,066,500)         (459,548)         944,483  (3)   (1,581,565)
                                           -----------       -----------         --------       -----------    
    Total Expenses                           2,764,334         1,124,797           24,246         3,913,377
                                           -----------       -----------         --------       -----------    
      
NET INVESTMENT INCOME                       30,261,981        10,555,437          (24,246)       40,793,172
                                           -----------       -----------         --------       -----------    

Realized and Unrealized Gain (Loss) on
  Investments Transactions

   Net realized gain (loss) on investment 
     transactions                               (9,022)             2,310               0           (6,712)

   Change in unrealized appreciation 
     (depreciation)                                  0                 0                0                0

Net Realized and Unrealized  
Gain (Loss) on Investment Transactions          (9,022)             2,310               0           (6,712)

                                           -----------        -----------        --------       -----------    

Net Increase (Decrease) in Net Assets
Resulting from Operations                  $30,252,959        $10,557,747        ($24,246)      $40,786,460
                                           ===========        ===========        ========       ===========

</TABLE>

- -----------------------------------

(1) Based on the fee structure of the registrant and the  assets of
    the combined fund.

(2) Adjustments reflect expected savings when the two funds combine.

(3) Reflects pro-forma voluntary waiver of advisory and administration fees.



<PAGE>


                        CoreFund Tax-Free Reserve Fund
                            Conestoga Tax-Free Fund
                  Pro-Forma Combined Statement of Operations
                 For the Twelve Months Ended October 31, 1995
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                CoreFund
                                                Tax-Free    Conestoga
                                                 Reserve    Tax-Free     Pro-Forma     Pro-Forma
                                                  Fund        Fund      Adjustments     Combined
<S>                                           <C>           <C>         <C>            <C>
Investment Income
         
     Interest                                  $2,858,151  $2,483,931           0      $5,342,082
     Dividends                                          0           0           0               0
                                               ----------   ----------    --------     ----------   
       Total Investment Income                  2,858,151   2,483,931           0       5,342,082
                                               ----------   ----------    --------     ----------
Expenses 
 
     Investment Advisory Fees                     374,654     259,383     (74,989) (1)    559,048
     Administration Fees                          187,327     120,127      41,951) (1)    349,405
     Custodian Fees                                     0      26,780     (26,780) (1)          0
     Transfer Agent Fees                           25,277      22,836     (20,161) (1)     27,952
     Service Fees                                       0      53,220     (53,220) (1)          0
     Distribution Fees                              4,849       3,238       1,714  (1)      9,801
     Legal and Audit                               13,130      17,889     (11,449) (2)     19,570
     Printing                                       8,993       9,231      (4,090) (2)     14,134
     Registration Fees                              8,180      20,521           0          28,701
     Trustees' Fees                                 3,684       4,340      (2,588) (2)      5,436
     Organization and Other                        15,184       6,672     (11,059) (2)     10,797
                                               ----------   ----------    --------     ----------
                                                  641,278     544,237    (160,671)      1,024,844
     Less: Fees waived & Expenses Reimbursed     (277,267)   (248,289)    223,299  (3)   (302,257)
                                               ----------   ----------    --------     ----------
       Total Expenses                             364,011     295,948      62,628         722,587
                                               ----------   ----------    --------     ----------
NET INVESTMENT INCOME                           2,494,140   2,187,983     (62,628)      4,619,495
                                               ----------   ----------    --------     ----------
Realized and Unrealized Gain (Loss) on
  Investments Transactions

     Net realized gain (loss) on investment 
     transactions                                  (2,150)      (3,824)          0         (5,974)

     Change in unrealized appreciation 
     (depreciation)                                     0           0            0              0

Net Realized and Unrealized  
Gain (Loss) on Investment Transactions             (2,150)      (3,824)          0         (5,974)
                                               ----------   ----------    --------     ----------
Net increase (Decrease) in Net Assets

Resulting from Operations                      $2,491,990   $2,184,159    ($62,628)     $4,613,521
                                               ==========   ==========    ========      ========== 
</TABLE>
- --------------

(1) Based on the fee structure of the registrant and the assets of
    the combined fund.

(2) Adjustments reflect expected savings when the two funds combine.

(3) Reflects pro-forma voluntary waiver of advisory and administration fees.
                                          
<PAGE>

                       CoreFund Intermediate Bond Fund
                      Conestoga Intermediate Income Fund
                  Pro-Forma Combined Statement of Operations
                 For the Twelve Months Ended October 31, 1995
                                 (Unaudited)

<TABLE>
<CAPTION>
                                       Corefund        Conestoga
                                     Intermediate     Intermediate
                                         Bond            Income          Pro-Forma         Pro-Forma
                                         Fund             Fund          Adjustments        Combined
<S>                                 <C>                <C>             <C>              <C>
Investment Income

     Interest                         $  3,771,682    $  4,760,160               0       $  8,531,842
     Dividends                                   0               0               0                  0
                                      ------------    ------------       ---------       ------------
       Total Investment Income           3,771,682       4,760,160                          8,531,842
                                      ------------    ------------       ---------       ------------
Expenses

     Investment Advisory Fees              285,898         551,495        (177,242)(1)        660,151
     Administration Fees                   142,949         129,365          57,761 (1)        330,075
     Custodian Fees                              4          38,342         (38,346)(1)              0
     Transfer Agent Fees                    18,718          36,212         (28,524)(1)         26,406
     Service Fees                                0          14,092         (14,092)(1)              0
     Distribution Fees                       9,397           3,608            (181)(1)         12,824
     Legal  and Audit                        9,722          25,720         (16,955)(2)         18,487
     Printing                                5,680           8,926          (1,254)(2)         13,352
     Registration Fees                       2,592          47,046               0             49,638
     Trustees' Fees                          3,241           4,277          (2,383)(2)          5,135
     Organization and Other                 15,561          11,728         (10,762)(2)         16,527
                                      ------------    ------------       ---------       ------------
                                           493,762         870,811        (231,978)         1,132,595
     Less: Fees waived & Expenses
           Reimbursed                     (137,211)       (386,232)         77,025 (3)       (446,418)
                                      ------------    ------------       ---------       ------------
       Total Expenses                      356,551         484,579        (154,953)           686,177
                                      ------------    ------------       ---------       ------------
NET INVESTMENT INCOME                    3,415,131       4,275,581         154,953          7,845,665
                                      ------------    ------------       ---------       ------------
Realized and Unrealized Gain (Loss)
  on Investments Transactions

     Net realized gain (loss) on
     investment transactions              (140,711)      1,152,428               0          1,011,717

     Change in unrealized
     appreciation (depreciation)         1,945,357       1,825,062               0          3,770,419

Net Realized and Unrealized
Gain (Loss) on Investment

Transactions                             1,804,646       2,977,490               0          4,782,136
                                      ------------    ------------       ---------       ------------
Net Increase (Decrease) in Net
Assets Resulting from Operations      $  5,219,777    $  7,253,070      $  154,953       $ 12,627,801
                                       ============    ============       ========       ============

</TABLE>
- -------------------------------------

(1) Based on the fee structure of the registrant and the assets of
    the combined fund.

(2) Adjustments reflect expected savings when the two funds combine.

(3) Reflects pro-forma voluntary waiver of advisory and administration fees.
<PAGE>


                          CoreFund PA Municipal Fund
                        Conestoga PA Tax-Free Bond Fund
                  Pro-Forma Combined Statement of Operations
                 For the Twelve Months Ended October 31, 1995
                                  (Unaudited)

<TABLE>
<CAPTION>
                                     CoreFund         Conestoga
                                    PA Municipal     PA Tax-Free     Pro-Forma        Pro-Forma
                                       Fund           Bond Fund     Adjustments        Combined
<S>                                  <C>          <C>                <C>              <C>
Investment Income

     Interest                         $   148,872    $   323,038              0       $   471,910
     Dividends                                  0              0              0                 0
                                      -----------    -----------    -----------       -----------
       Total Investment Income            148,872        323,038              0           471,910
                                      -----------    -----------    -----------       -----------
Expenses

     Investment Advisory Fees              12,760         46,358        (15,017)(1)        44,101
     Administration Fees                    6,380         11,558          4,112            22,050
     Custodian Fees                             0         21,079        (21,079)(1)             0
     Transfer Agent Fees                    1,659         10,885        (10,780)(1)         1,764
     Service Fees                               0          5,239         (5,239)(1)             0
     Distribution Fees                        632          1,552            277             2,461
     Legal and Audit                          893          3,384         (3,042)(2)         1,235
     Printing                                 510          1,728         (1,346)(2)           892
     Registration Fees                      2,296            699              0             2,995
     Trustees' Fees                           255            439           (351)(2)           343
     Organization and Other                 4,177          1,739           (489)(2)         5,427
                                      -----------    -----------    -----------       -----------
                                           29,562        104,660        (52,954)           81,268
     Less: Fees waived &
       Expenses Reimbursed                (19,140)       (72,626)        25,615           (66,151)
                                      -----------    -----------    -----------       -----------
       Total Expenses                      10,422         32,034        (27,339)           15,117
                                      -----------    -----------    -----------       -----------

NET INVESTMENT INCOME                     138,450        291,004         27,339           456,793
                                      -----------    -----------    -----------       -----------

Realized and Unrealized Gain (Loss)
  on Investments Transactions

     Net realized gain (loss) on
     investment transactions               (8,784)       (68,029)             0           (76,813)

     Change in unrealized
     appreciation (depreciation)          215,516        501,514              0           717,030

Net Realized and Unrealized
  Gain (Loss) on Investment

  Transactions                            206,732        433,485              0           640,217
                                      -----------    -----------    -----------       -----------
Net Increase (Decrease) in Net
  Assets Resulting from Operations    $   345,182    $   724,489    $    27,339       $ 1,097,010
                                      ===========    ===========    ===========       ===========
</TABLE>
- ----------------         

(1) Based on the fee structure of the registrant and the assets of
    the combined fund.

(2) Adjustments reflect expected savings when the two funds combine.

(3) Reflects pro-forma voluntary waiver of advisory and administration fees.
                                          
<PAGE>


                            CoreFund Balanced Fund
                            Conestoga Balanced Fund
                  Pro-Forma Combined Statement of Operations
                 For the Twelve Months Ended October 31, 1995
                                  (Unaudited)

<TABLE>
<CAPTION>
                                     CoreFund       Conestoga
                                     Balanced        Balanced       Pro-Forma                   Pro-Forma
                                       Fund            Fund         Adjustments                  Combined
<S>                                <C>              <C>              <C>                       <C>
Investment Income

     Interest                       $  1,614,474    $    426,640               0                $  2,041,114
     Dividends                           740,800         104,596               0                     845,396
                                    ------------    ------------    ------------                ------------
       Total Investment Income         2,355,274         531,236               0                   2,886,510
                                    ------------    ------------    ------------                ------------
Expenses

     Investment Advisory Fees            413,868          89,444          (4,256)(1)                 499,056
     Administration Fees                 147,810          20,274          10,150 (1)                 178,234
     Custodian Fees                            0           2,028          (2,028)(1)                       0
     Transfer Agent Fees                  18,528           3,503          (7,772)(1)                  14,259
     Service Fees                              0               0            0 (1)                          0
     Distribution Fees                     5,767              76             (27)(1)                   5,816
     Legal  and Audit                      9,806           4,240          (4,063)(2)                   9,983
     Printing                              5,913           1,289            8 (2)                      7,210
     Registration Fees                     8,180           4,254               0                      12,434
     Trustees' Fees                        3,153             954          (1,334)(2)                   2,773
     Organization and Other               23,349           1,864         (12,320)(2)                  12,893
                                    ------------    ------------    ------------                ------------
                                         636,374         127,926         (21,642)                    742,658
     Less: Fees waived & Expenses
           Reimbursed                   (201,060)        (30,666)        (65,234)(3)                (166,492)
                                    ------------    ------------    ------------                ------------
       Total Expenses                    435,314          97,260          43,592                     576,166
                                    ------------    ------------    ------------                ------------
NET INVESTMENT INCOME                  1,919,960         433,976         (43,592)                  2,310,344
                                    ------------    ------------    ------------                ------------

Realized and Unrealized Gain
  (Loss) on Investments
  Transactions

     Net realized gain (loss) on
     investment transactions           1,059,484         285,600               0                   1,345,084

     Change in unrealized
     appreciation (depreciation)       8,452,088         858,609               0                   9,310,697

Net Realized and Unrealized
Gain (Loss) on Investment

Transactions                           9,511,572       1,144,209               0                  10,655,781
                                    ------------    ------------    ------------                ------------
Net Increase (Decrease) in Net
Assets Resulting from
Operations                          $ 11,431,532    $  1,578,185    ($    43,592)               $ 12,966,125
                                    ============    ============    ============                ============
</TABLE>
- ---------------

(1) Based on the fee structure of the registrant and the assets of
   the combined fund.

(2) Adjustments reflect expected savings when the two funds combine.

(3) Reflects pro-forma voluntary waiver of advisory and administration fees.

<PAGE>


                      CoreFund International Growth Fund
                      Conestoga International Equity Fund
                  Pro-Forma Combined Statement of Operations
                 For the Twelve Months Ended October 31, 1995
                                  (Unaudited)
   
<TABLE>
<CAPTION>                                       
                                               CoreFund       Conestoga
                                             International   International
                                                Growth         Equity       Pro-Forma        Pro-Forma
                                                 Fund          Fund        Adjustments        Combined
                                             -------------   -----------   -----------       ----------
<S>                                          <C>             <C>            <C>             <C>
Investment Income

  Interest                                  $   342,672    $    48,019              0       $   390,691
  Dividends                                   2,336,765         50,501              0         2,387,266
  Net Foreign Tax Withholding                  (226,079)        (6,450)             0          (232,529)
                                            -----------    -----------    -----------       -----------
    Total Investment Income                   2,453,358         92,070              0         2,545,428
                                            -----------    -----------    -----------       -----------
Expenses

  Investment Advisory Fees                      910,487         51,367        (10,277)(1)       951,577
  Administration Fees                           284,527          8,726          4,115           297,368
  Custodian Fees                                 96,294         16,942              0 (1)       113,236
  Transfer Agent Fees                            47,866          1,439        (25,516)(1)        23,789
  Distribution Fees                               4,957              6            (53)(1)         4,910
  Legal and Audit                                15,247          1,482            (74)(2)        16,655
  Printing                                       13,516            549         (2,036)(2)        12,029
  Registration Fees                              14,058          5,456              0            19,514
  Trustees' Fees                                  3,998            315            313             4,626
  Organization and Other                         37,349         11,085        (21,417)(2)        27,017
                                            -----------    -----------    -----------       -----------
                                              1,428,299         97,367        (54,945)        1,470,721
  Less: Fees waived & Expenses Reimbursed      (159,337)            (2)        49,525          (109,814)
                                            -----------    -----------    -----------       -----------
    Total Expenses                            1,268,962         97,365         (5,420)        1,360,907
                                            -----------    -----------    -----------       -----------

NET INVESTMENT INCOME                         1,184,396         (5,295)         5,420         1,184,521

Realized and Unrealized Gain (Loss) from
  Investments and Foreign Currency

   Net realized gain (loss) from:
     Investments                              1,163,510        (33,090)             0         1,130,420
     Foreign Currency Transactions            1,065,899        233,706              0         1,299,605

   Net Increase (Decrease) in unrealized
   appreciation  or (Depreciation) on:
     Investments                             (6,459,978)       706,593              0        (5,753,385)

     Translations of assets and
       Liabilities in Foreign Currencies       (110,493)        45,762              0           (64,731)



Net Realized and Unrealized Gain (Loss)
from Investments and Foreign Currency        (4,341,062)       952,971     (3,388,091)
                                            -----------    -----------    -----------       -----------
Net Increase (Decrease) in Net Assets
Resulting from Operations                   $(3,156,666)   $   947,676    $     5,420       $(2,203,570)
                                            ===========    ===========    ===========       ===========


</TABLE>

- -----------------------------

(1) Based on the fee structure of the registrant and the assets of
    the combined fund.

(2) Adjustments reflect expected savings when the two funds combine.

(3) Reflects pro-forma voluntary waiver of advisory and administration fees.


<PAGE>


                          CoreFund Value Equity Fund
                             Conestoga Equity Fund
                  Pro-Forma Combined Statement of Operations
                 For the Twelve Months Ended October 31, 1995
                                  (Unaudited)

<TABLE>                                                 
<CAPTION>
                                                 CoreFund        Conestoga
                                                Value Equity       Equity       Pro-Forma         Pro-Forma
                                                   Fund            Fund        Adjustments         Combined
<S>                                             <C>               <C>           <C>               <C>
Investment Income

     Interest                                  $     36,914    $    582,013               0       $    618,927
     Dividends                                      585,927       4,506,937               0          5,092,864
                                               ------------    ------------    ------------       ------------
       Total Investment Income                      622,841       5,088,950               0          5,711,791
                                               ------------    ------------    ------------       ------------
Expenses

     Investment Advisory Fees                       256,410       1,503,062           3,456 (1)      1,762,928
     Administration Fees                             85,470         352,407         157,707 (1)        595,584
     Custodian Fees                                       4          71,199         (71,203)(1)              0
     Transfer Agent Fees                             11,333          85,642         (49,328)(1)         47,647
     Service Fees                                         0          37,965         (37,965)(1)              0
     Distribution Fees                               10,964          17,151          (2,040)(1)         26,075
     Legal  and Audit                                 5,778          48,342         (20,762)(2)         33,358
     Printing                                         3,761          24,590          (4,259)(2)         24,092
     Registration Fees                                4,257         113,778               0            118,035
     Trustees' Fees                                   1,778          11,514          (4,026)(2)          9,266
     Organization and Other                           7,277           5,978          (6,574)(2)          6,681
                                               ------------    ------------    ------------       ------------
                                                    387,032       2,271,628         (34,994)         2,623,666
     Less: Fees waived & Expenses Reimbursed        (82,024)       (107,015)        (26,216)(3)       (215,255)
                                               ------------    ------------    ------------       ------------
       Total Expenses                               305,008       2,164,613         (61,210)         2,408,411
                                               ------------    ------------    ------------       ------------

NET INVESTMENT INCOME                               317,833       2,924,337          61,210          3,303,380
                                               ------------    ------------    ------------       ------------

Realized and Unrealized Gain (Loss) on
  Investments Transactions

     Net realized gain (loss) on investment
     transactions                                 4,590,958      28,978,833               0         33,569,791

     Change in unrealized appreciation
     (depreciation)                              (2,442,005)     12,893,781               0         10,451,776

Net Realized and Unrealized
Gain (Loss) on Investment Transactions            2,148,953      41,872,614               0         44,021,567
                                               ------------    ------------    ------------       ------------

Net Increase (Decrease) in Net Assets
Resulting from Operations                      $  2,466,786    $ 44,796,951    $     61,210       $ 47,324,947
                                               ============    ============    ============       ============
</TABLE>
 
- ---------------------------------

(1) Based on the fee structure of the registrant and the assets of
    the combined fund.

(2) Adjustments reflect expected savings when the two funds combine.

(3) Reflects pro-forma voluntary waiver of advisory and administration fees.

<PAGE>


       Notes to Pro Forma Financial Statements of CoreFunds, Inc.  and
                        The Conestoga Family of Funds
                               October 31, 1995
                                 (Unaudited)


1. Basis of Combination

The pro forma combined portfolios of investments and pro forma combined
statements of assets and liabilities reflect the accounts of CoreFunds,
Inc. ("CoreFunds") and The Conestoga Family of Funds ("Conestoga Fund") at
October 31, 1995. The pro forma combined statements of operations reflect
the accounts of CoreFunds and the Conestoga Fund for the twelve months
ended October 31 1995. These combined pro forma financial statements have
been derived from the annual financial statements of Conestoga Fund as of
October 31, 1995, and from the books and records of CoreFunds utilized in
calculating daily net asset values for the twelve months ended October 31, 1995.

The pro forma combined financial statements give effect to the proposed
transfer of the assets and liabilities of Conestoga Fund in exchange for
shares of CoreFunds. The historical cost of investment securities will be
carried forward to the surviving portfolios and the results of operations
of the surviving portfolios for pre-combining periods will not be restated. 
The pro forma statements do not reflect the expenses of CoreFunds and
Conestoga Fund in carrying out their obligations under the Agreement and Plan of
Reorganization as these expenses are immaterial to the pro forma financial
statements.

The accompanying pro forma financial statements should be read in
conjunction with the historical financial statements of the CoreFunds and
the Conestoga Fund included or incorporated by reference in the Statement
of Additional Information.

The portfolios affected by the proposed merger are as follows:


CoreFunds Portfolio                     Conestoga Fund Portfolio

CoreFunds Treasury Reserve              Conestoga U.S. Treasury Securities

CoreFunds Cash Reserve                  Conestoga Cash Management

CoreFunds Tax-Free Reserve              Conestoga Tax-Free Income

CoreFunds Intermediate Bond             Conestoga Intermediate Income

CoreFunds Pennsylvania Municipal Bond   Conestoga Pennsylvania Tax-Free Bond

CoreFunds Balanced                      Conestoga Balanced

CoreFunds International Growth          Conestoga International Equity

CoreFunds Value Equity                  Conestoga Equity


CoreFunds Bond                          Conestoga Bond                        1

CoreFunds Special Equity                Conestoga Special Equity              1

CoreFunds Short-Term Income             Conestoga Short Term Income           1


1. Pro forma financial statements not presented because acquired fund is
being merged into an inactive portfolio of the registrant.


<PAGE>


        Notes to Pro Forma Financial Statements of CoreFunds, Inc.  and
                         The Conestoga Family of Funds
                               October  31, 1995
                                  (Unaudited)


2. Shares of Beneficial Interest

The pro forma net asset value per share assumes the issuance on October
31, 1995 of additional shares of CoreFunds to the holders of the Conestoga 
Funds in conjunction with the proposed transactions.

3. Pro Forma Operations

The pro forma combined statements of operation assume historical rates of gross
investment income for the investments of each of the CoreFunds and each of the
Conestoga Funds. Accordingly, the combined gross investment income is equal to
the sum of each such funds gross investment income.Certain expenses have been
adjusted to reflect the expected expenses of the combined fund. Pro forma
operating expenses include the actual expenses of each of the CoreFunds and each
of the Conestoga Funds and of the pro forma combined fund adjusted for certain
items.

4. Surviving Entity

The CoreFunds Treasury Reserve Portfolio, Corefunds Cash Reserve Portfolio,
CoreFunds Tax Free Reserve Portfolio, CoreFunds Intermediate Bond Portfolio,
CoreFunds Pennsylvania Municipal Bond Portfolio, CoreFunds Balanced Portfolio,
CoreFunds International Growth Portfolio, will be the surviving entities for
accounting purposes. This determination was based on the following:

     o    The investment objectives, policies and restrictions of the above
          CoreFunds portfolios will be the investment objectives, policies and
          restrictions of the surviving portfolios.
     o    The composition of the surviving portfolio will more closely resemble
          the composition of the above CoreFunds portfolios.

The Conestoga Equity Portfolio will be the surviving entity based on the
following:

     o    The investment objectives, policies and restrictions of the Conestoga
          Equity Portfolio will be the investment objectives, policies and
          restrictions of the surviving portfolio.
     o    The composition of the surviving portfolio will more closely resemble
          the composition of the Conestoga Equity Portfolio.
     o    The CoreFunds Value Equity Portfolio is significantly smaller than
          Conestoga Equity Portfolio.


<PAGE>


STATEMENT OF NET ASSETS
- --------------------------------------------------------------------------------
The Conestoga Funds--October 31, 1995
 
Equity Fund
<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                                        Market
           Description                  Shares        Value (000)
   ----------------------------------------------------------
<S>                                     <C>            <C>
COMMON STOCK -- 98.5%
AEROSPACE & DEFENSE -- 0.9%
  Lockheed Martin                         25,401       $   1,730
  McDonnell Douglas                       21,717           1,776
                                                          ------
Total Aerospace & Defense                                  3,506
                                                          ------
AIRCRAFT -- 2.3%
  Allied Signal                           84,775           3,603
  Boeing                                  27,310           1,792
  Textron                                 30,000           2,063
  United Technologies                     16,500           1,464
                                                          ------
Total Aircraft                                             8,922
                                                          ------
APPAREL/TEXTILES -- 0.5%
  Burlington Industries*                  49,771             554
  Fruit Of The Loom*                      75,000           1,303
                                                          ------
Total Apparel/Textiles                                     1,857
                                                          ------
AUTOMOTIVE -- 1.8%
  Ford Motor                             205,000           5,894
  Magna International, Class A            27,500           1,189
                                                          ------
Total Automotive                                           7,083
                                                          ------
BANKS -- 10.0%
  Bank Of Boston                          74,000           3,293
  BankAmerica                            196,900          11,322
  Chase Manhattan                        206,600          11,774
  Chemical Banking                       103,000           5,858
  Citicorp                                99,000           6,423
                                                          ------
Total Banks                                               38,670
                                                          ------
BUILDING & CONSTRUCTION -- 0.6%
  Webb (Dell E.)                         105,000           2,179
                                                          ------
Total Building & Construction                              2,179
                                                          ------
CHEMICALS -- 3.2%
  Dow Chemical                            25,525           1,752
  Hercules                                 5,100             272
  IMC Global                              36,600           2,562
  Monsanto                                32,500           3,404
  Praxair                                155,000           4,185
                                                          ------
Total Chemicals                                           12,175
                                                          ------
COMMUNICATIONS EQUIPMENT -- 1.4%
  First Alert*                            33,800             524
  Motorola                                32,175           2,111
  Qualcomm*                               65,000           2,503
                                                          ------
Total Communications Equipment                             5,138
                                                          ------
COMPUTER SOFTWARE -- 1.4%
  Autotote -- Class A*                    90,230             271
  Computer Associates
    International                         52,500           2,887
  International Game Technology          146,358           1,701
  Pyxis*                                  24,839             314
                                                          ------
Total Computer Software                                    5,173
                                                          ------
COMPUTER AND OFFICE EQUIPMENT -- 3.1%
  Hewlett Packard                         14,330           1,327
  IBM                                     98,000           9,531
  Novell*                                 56,435             931
                                                          ------
Total Computer and Office Equipment                       11,789
                                                          ------
 
<CAPTION>
   ----------------------------------------------------------
                                                        Market
           Description                  Shares        Value (000)
   ----------------------------------------------------------
<S>                                     <C>            <C>
COMPUTERS & SERVICES -- 2.9%
  Apple Computer                          94,000       $   3,413
  Compaq Computer*                        57,500           3,206
  Digital Equipment*                      84,750           4,587
                                                          ------
Total Computers & Services                                11,206
                                                          ------
CONCRETE & MINERAL PRODUCTS -- 0.5%
  Owens Corning Fiberglass*               46,910           1,988
                                                          ------
Total Concrete & Mineral Products                          1,988
                                                          ------
CONTAINERS & PACKAGING -- 0.4%
  Owens-Illinois*                        119,455           1,508
                                                          ------
Total Containers & Packaging                               1,508
                                                          ------
ELECTRICAL SERVICES -- 6.3%
  Central & South West                   124,200           3,322
  Consolidated Edison New York           142,000           4,313
  Pacific Gas & Electric                 120,800           3,549
  Peco Energy                            200,000           5,850
  SCE                                    425,000           7,225
                                                          ------
Total Electrical Services                                 24,259
                                                          ------
ELECTRONIC AND OTHER ELECTRICAL EQUIPMENT -- 3.9%
  General Electric                       180,000          11,385
  Philips Electronics ADR                 75,000           2,897
  Texas Instruments                       13,100             894
                                                          ------
Total Electronic and Other
  Electrical Equipment                                    15,176
                                                          ------
ENTERTAINMENT -- 0.3%
  MGM Grand*                              43,870           1,047
  President Casinos*                      31,325              96
                                                          ------
Total Entertainment                                        1,143
                                                          ------
ENVIRONMENTAL SERVICES -- 1.0%
  Browning Ferris Industries             125,000           3,641
                                                          ------
Total Environmental Services                               3,641
                                                          ------
FINANCIAL SERVICES -- 4.1%
  Dean Witter Discover                    89,013           4,428
  Fleet Financial Group                   55,000           2,131
  Household International                 38,000           2,138
  ITT                                     40,000           4,901
  MBNA                                    62,900           2,319
                                                          ------
Total Financial Services                                  15,917
                                                          ------
FOOD, BEVERAGE & TOBACCO -- 7.9%
  Buenos Aires Embotellado-ADR            27,355             626
  IBP                                     38,200           2,287
  Nabisco Holdings -- Class A            179,500           4,824
  Philip Morris Companies                173,860          14,691
  RJR Nabisco Holdings                   256,160           7,877
                                                          ------
Total Food, Beverage & Tobacco                            30,305
                                                          ------
</TABLE>
 
                                       11

<PAGE>
 
- -------------------------------------------------------------
<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                                        Market
           Description                  Shares        Value (000)
   ----------------------------------------------------------
<S>                                     <C>           <C>
HOUSEHOLD PRODUCTS -- 0.4%
  Maytag                                  85,800      $    1,630
                                                          ------
Total Household Products                                   1,630
                                                          ------
INSURANCE -- 4.0%
  Aetna Life & Casualty                   30,000           2,111
  Cigna                                   30,000           2,974
  Equitable Companies                    195,500           4,154
  The Travelers Group                    125,000           6,312
  Transport Holdings -- Class A*             625              25
                                                          ------
Total Insurance                                           15,576
                                                          ------
MACHINERY -- 3.0%
  Baker Hughes                            90,000           1,766
  Brunswick                               80,800           1,576
  Case Equipment                          55,000           2,097
  Caterpillar                             33,700           1,891
  Deere                                   40,000           3,575
  McDermott International                 30,635             486
                                                          ------
Total Machinery                                           11,391
                                                          ------
MEDICAL PRODUCTS & SERVICES -- 2.6%
  Beverly Enterprises*                   136,600           1,605
  Community Psychiatric*                  48,400             526
  Coram Healthcare*                      100,000             400
  FHP International*                      45,000           1,091
  Foundation Health*                      53,704           2,276
  Humana*                                122,300           2,585
  Novacare*                               25,964             162
  United Healthcare                        9,850             523
  United States Surgical                  37,557             920
                                                          ------
Total Medical Products & Services                         10,088
                                                          ------
METALS & MINING -- 0.9%
  Potash of Saskatchewan                  49,400           3,439
                                                          ------
Total Metals & Mining                                      3,439
                                                          ------
OIL AND GAS FIELD EXPLORATION SERVICES -- 9.7%
  Ashland                                100,000           3,163
  British Petroleum Plc ADR               92,000           8,118
  Diamond Shamrock                        31,750             818
  Enron                                   85,000           2,922
  Mobil                                   78,600           7,919
  Repsol S.A. ADR                        161,500           4,784
  Royal Dutch Petroleum                   53,550           6,580
  Tosco                                   57,700           1,991
  YPF Sociedad Anonima ADR                72,385           1,240
                                                          ------
Total Oil and Gas Field
  Exploration Services                                    37,535
                                                          ------
PAPER & PAPER PRODUCTS -- 0.5%
  International Paper                     50,000           1,850
                                                          ------
Total Paper & Paper Products                               1,850
                                                          ------
PHARMACEUTICALS -- 2.6%
  Caremark International                  23,200             479
  Elan Public*                           111,100           4,457
  Merck                                   45,805           2,634
  Mylan Laboratories                      63,100           1,199
  Teva Pharmaceutical Industries
    ADR                                   32,672           1,282
                                                          ------
Total Pharmaceuticals                                     10,051
                                                          ------
 
<CAPTION>
   ----------------------------------------------------------
                                                        Market
           Description                  Shares        Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
PHOTOGRAPHIC EQUIPMENT & SUPPLIES -- 0.4%
  Xerox                                   13,000       $   1,687
                                                          ------
Total Photographic Equipment & Supplies                    1,687
                                                          ------
RAILROADS -- 1.3%
  Burlington Northern Santa Fe            30,000           2,517
  CSX                                     28,600           2,395
                                                          ------
Total Railroads                                            4,912
                                                          ------
RESTAURANTS -- 2.0%
  Darden Restaurants*                    619,000           7,041
  Rally's Hamburgers*                     18,426              35
  Vicorp Restaurants*                     61,534             677
                                                          ------
Total Restaurants                                          7,753
                                                          ------
RETAIL -- 4.6%
  Bed, Bath & Beyond*                      7,600             238
  Borders Group*                         187,000           3,202
  CML Group                              275,000           1,581
  Kroger*                                169,505           5,657
  Lowe's                                 159,200           4,298
  Pep Boys                               100,000           2,188
  Vons*                                   23,000             584
                                                          ------
Total Retail                                              17,748
                                                          ------
RUBBER & PLASTIC -- 2.4%
  Goodyear Tire & Rubber                 245,000           9,310
                                                          ------
Total Rubber & Plastic                                     9,310
                                                          ------
SEMI-CONDUCTORS/INSTRUMENTS -- 2.5%
  Intel                                   73,400           5,129
  Micron Technology                       24,500           1,730
  National Semiconductor*                 76,000           1,853
  VLSI Technology                         40,000             940
                                                          ------
Total Semi-Conductors/Instruments                          9,652
                                                          ------
SERVICES-EMPLOYMENT AGENCIES -- 0.8%
  Manpower                               116,000           3,147
                                                          ------
Total Services-Employment Agencies                         3,147
                                                          ------
SPECIALTY MACHINERY -- 0.9%
  Westinghouse Electric                  235,000           3,319
                                                          ------
Total Specialty Machinery                                  3,319
                                                          ------
STEEL & STEEL WORKS -- 1.6%
  Birmingham Steel                         8,070             123
  Phelps Dodge                            46,600           2,953
  USX -- U.S. Steel Group                100,100           2,991
                                                          ------
Total Steel & Steel Works                                  6,067
                                                          ------
</TABLE>
 
                                       12

<PAGE>
 
STATEMENT OF NET ASSETS
- --------------------------------------------------------------------------------
The Conestoga Funds--October 31, 1995
 
Equity Fund -- continued
<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                      Shares/Face       Market
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
TELEPHONES & TELECOMMUNICATION -- 5.6%
  Cellular Communications -- Class
    A*                                    24,773       $   1,328
  MCI Communications                     178,475           4,451
  SBC Communications                      80,000           4,470
  Worldcom*                              350,100          11,422
                                                          ------
Total Telephones & Telecommunication                      21,671
                                                          ------
WHOLESALE -- 0.2%
  Jan Bell Marketing*                     80,480             272
  Michael Foods                            3,726              45
  Universal -- Va                         21,770             457
                                                          ------
Total Wholesale                                              774
                                                          ------
Total Common Stock
  (Cost $362,939,414)                                    379,235
                                                          ------
PREFERRED STOCKS -- 0.7%
PRINTING & PUBLISHING -- 0.4%
  News -- Preferred Shares ADR            72,915           1,331
                                                          ------
Total Printing & Publishing                                1,331
                                                          ------
TELEPHONES & TELECOMMUNICATION -- 0.3%
  Cellular Communications
    Preferred*                            23,866           1,280
                                                          ------
Total Telephones & Telecommunication                       1,280
                                                          ------
Total Preferred Stocks
  (Cost $2,565,048)                                        2,611
                                                          ------
COMMERCIAL PAPER -- 0.9%
  American Express
    5.750%, 11/01/95                   $   3,336           3,336
                                                          ------
Total Commercial Paper
  (Cost $3,336,000)                                        3,336
                                                          ------
Total Investments -- 100.1%
  (Cost $368,840,462)                                    385,182
                                                          ------
OTHER ASSETS AND LIABILITIES -- (0.1%)
  Other Assets and Liabilities,
    Net                                                     (239)
                                                          ------
Total Other Assets and Liabilities                          (239)
                                                          ------
NET ASSETS:
  Portfolio shares of the
    Institutional Class (unlimited
    authorization -- $0.001 par
    value) based on 22,159,807
    outstanding shares of
    beneficial interest                                  334,512
  Portfolio shares of the Retail
    Class (unlimited
    authorization -- $0.001 par
    value) based on 385,955
    outstanding shares of
    beneficial interest                                    5,056
  Undistributed net investment
    income                                                   101
  Undistributed net realized gain
    on investments                                        28,932
  Unrealized appreciation on
    investments                                           16,342
                                                          ------
Total Net Assets -- 100.0%                             $ 384,943
                                                          ======
 
<CAPTION>
   ----------------------------------------------------------
                                                        Market
           Description                  Shares        Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
Net Asset Value, Offering Price
  and Redemption Price Per
  Share -- Institutional Class                         $   17.07
                                                          ======
Net Asset Value and Redemption
  Price Per Share -- Retail Class                      $   17.08
                                                          ======
Maximum Offering Price Per
  Share -- Retail Class
  ($17.08 / 98.0%)                                     $   17.43
                                                          ======
*      Non-income producing security
ADR   American Depository Receipt


SPECIAL EQUITY FUND


COMMON STOCK -- 96.1%
AEROSPACE & DEFENSE -- 1.0%
  McDonnell Douglas                        7,500       $     613
                                                          ------
Total Aerospace & Defense                                    613
                                                          ------
AGRICULTURE PRODUCTS -- 0.8%
  Terra Industries                        35,000             442
                                                          ------
Total Agriculture Products                                   442
                                                          ------
APPAREL/TEXTILES -- 3.7%
  Burlington Industries*                   5,117              57
  Cyrk International*                     20,100             221
  Fieldcrest Cannon*                      17,400             335
  Gadzooks*                                1,000              19
  Gucci Group*                             2,700              81
  Haggar                                  20,000             330
  Oneita Industries*                      55,000             371
  Oxford Industries                       20,000             325
  Quaker Fabric*                          11,900             107
  Supreme International*                  18,400             294
                                                          ------
Total Apparel/Textiles                                     2,140
                                                          ------
AUTOMOTIVE -- 1.2%
  Ford                                    13,000             373
  Magna International -- Class A           6,500             281
  Walbro                                   3,000              59
                                                          ------
Total Automotive                                             713
                                                          ------
BANKS -- 5.4%
  Bank of Boston                          14,500             645
  BankAmerica                             13,900             799
  Barnett Banks                            7,000             387
  Chase Manhattan                         12,000             684
  Chemical Banking                         9,100             518
  MBNA                                     2,200              81
                                                          ------
Total Banks                                                3,114
                                                          ------
BROADCASTING, NEWSPAPERS & ADVERTISING -- 0.1%
  Argyle Television*                       2,000              34
                                                          ------
Total Broadcasting, Newspapers & Advertising                  34
                                                          ------
</TABLE>
 
                                       13

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                                        Market
           Description                  Shares        Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
BUILDING & CONSTRUCTION -- 1.4%
  Empresas ICA S.A.-ADS                    7,500      $       71
  Webb (Del. E.)                          35,000             727
                                                          ------
Total Building & Construction                                798
                                                          ------
CHEMICALS -- 0.4%
  Kinark*                                 65,000             195
                                                          ------
Total Chemicals                                              195
                                                          ------
COMMUNICATIONS EQUIPMENT -- 1.0%
  ECI Telecommunications*                  9,000             171
  First Alert*                            22,000             341
  Qualcomm*                                1,500              58
                                                          ------
Total Communications Equipment                               570
                                                          ------
COMPUTER SOFTWARE -- 4.7%
  Autotote -- Class A*                    35,000             105
  Checkfree*                               3,600              76
  Computer Associates
    International                          8,500             468
  Computervision*                         72,500             850
  Control Data Systems*                   60,000             795
  Gametek*                                10,000              18
  Pyxis*                                  16,947             214
  Simware*                                18,400             173
                                                          ------
Total Computer Software                                    2,699
                                                          ------
COMPUTERS & SERVICES -- 2.4%
  IBM                                      8,500             826
  International Game Technology           21,514             250
  Landmark Graphics*                       7,200             157
  Mizar*                                  18,200             155
                                                          ------
Total Computers & Services                                 1,388
                                                          ------
CONCRETE & MINERAL PRODUCTS -- 1.3%
  Owens Corning Fiberglass*               17,500             742
                                                          ------
Total Concrete & Mineral Products                            742
                                                          ------
CONTAINERS & PACKAGING -- 0.6%
  Owens-Illinois*                         25,700             324
                                                          ------
Total Containers & Packaging                                 324
                                                          ------
ELECTRICAL SERVICES -- 1.0%
  SCE                                     35,000             595
                                                          ------
Total Electrical Services                                    595
                                                          ------
ELECTRONIC GAMING DEVICES -- 1.1%
  Mikohn Gaming*                         110,000             495
  Video Lottery Technologies*             34,200             162
                                                          ------
Total Electronic Gaming Devices                              657
                                                          ------
ELECTRONIC AND OTHER ELECTRICAL EQUIPMENT -- 1.9%
  Cincinnati Microwave*                   27,300             157
  Philips Electronics ADR*                18,300             707
  Rexel*                                  18,800             216
  Smartflex Systems*                       2,300              34
                                                          ------
Total Electronic and Other Electrical Equipment            1,114
                                                          ------
 
<CAPTION>
   ----------------------------------------------------------
                                                        Market
           Description                  Shares        Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
ENERGY & POWER -- 1.3%
  Zurn Industries                         30,000       $     750
                                                          ------
Total Energy & Power                                         750
                                                          ------
ENGINEERING CONSULTING -- 0.1%
  Corrpro Companies*                       9,700              55
                                                          ------
Total Engineering Consulting                                  55
                                                          ------
ENTERTAINMENT -- 1.0%
  Boomtown*                               17,000             125
  Cinergi Pictures Entertainment*         14,300              55
  Hollywood Park*                         20,000             194
  President Casinos*                      17,226              53
  Sports Club*                            38,000             162
                                                          ------
Total Entertainment                                          589
                                                          ------
ENVIRONMENTAL CONSULTING -- 0.5%
  Harding Associates*                     40,300             277
                                                          ------
Total Environmental Consulting                               277
                                                          ------
ENVIRONMENTAL SERVICES -- 1.3%
  Browning Ferris Industries              25,000             728
                                                          ------
Total Environmental Services                                 728
                                                          ------
FINANCIAL SERVICES -- 3.7%
  Donaldson, Luftkin, & Jenrette*          4,800             143
  Household International                  5,600             315
  ITT                                      5,000             613
  Jayhawk Acceptance*                     27,400             329
  WFS Financial*                          45,000             747
                                                          ------
Total Financial Services                                   2,147
                                                          ------
FOOD, BEVERAGE & TOBACCO -- 5.6%
  Cott                                    19,000             157
  Michael Foods                           51,476             624
  Pepsi-Cola Puerto Rico Bottling*        69,200             944
  Philip Morris Companies                  8,500             718
  RJR Nabisco Holdings                    19,200             590
  Rymer Foods*                           178,600             223
                                                          ------
Total Food, Beverage & Tobacco                             3,256
                                                          ------
HOME BUILDERS -- 0.4%
  Belmont Homes*                           4,100              72
  Cavalier Homes                          10,925             185
                                                          ------
Total Home Builders                                          257
                                                          ------
HOTELS & LODGING -- 1.3%
  John Q. Hammons Hotels*                  9,600             113
  Prime Hospitality*                      64,500             637
                                                          ------
Total Hotels & Lodging                                       750
                                                          ------
HOUSEHOLD FURNITURE & FIXTURES -- 0.7%
  Ameriwood Industries
    International*                        20,900             105
  Winsleow Furniture*                     44,180             287
                                                          ------
Total Household Furniture & Fixtures                         392
                                                          ------
</TABLE>
 
                                       14

<PAGE>
 
STATEMENT OF NET ASSETS
- --------------------------------------------------------------------------------
The Conestoga Funds--October 31, 1995
 
Special Equity Fund -- continued
<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                                        Market
           Description                  Shares        Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
INSURANCE -- 3.5%
  Allstate                                   740       $      27
  Gryphon Holdings*                       36,700             573
  Pac Rim Holding*                        87,700             252
  Prudential Reinsurance Holdings*        32,700             667
  St. Paul Companies                       3,840             195
  The Travelers Group                      6,500             328
  Transport Holdings*                         33               1
                                                          ------
Total Insurance                                            2,043
                                                          ------
LABORATORY ANALYTICAL INSTRUMENTS -- 0.4%
  Molecular Dynamics*                      1,400               8
  Perseptive Biosystems*                  21,000             224
                                                          ------
Total Laboratory Analytical Instruments                      232
                                                          ------
MACHINERY -- 3.9%
  Agco                                     8,950             401
  Caterpillar                             11,500             645
  Deere                                    7,500             670
  Kuhlman                                 50,000             575
                                                          ------
Total Machinery                                            2,291
                                                          ------
MEDICAL PRODUCTS & SERVICES -- 6.0%
  Acme United*                           129,200             388
  Aequitron Medical*                       9,000              71
  Community Psychiatric*                  12,400             135
  Cooper Companies*                       50,000             294
  Keravision*                             34,500             427
  Metra Biosystems*                        6,800             126
  Pace Health Management Systems*         43,500             201
  Possis Medical*                         22,600             319
  Resound*                                47,400             373
  Scios Nova*                            218,200             789
  Sterling House*                         18,000             223
  United Healthcare                        1,366              73
  Value Health*                            5,400             124
                                                          ------
Total Medical Products & Services                          3,543
                                                          ------
METALS & MINING -- 0.9%
  Potash of Saskatchewan                   7,800             543
                                                          ------
Total Metals & Mining                                        543
                                                          ------
OIL AND GAS FIELD EXPLORATION SERVICES -- 1.9%
  Enron                                   10,000             344
  Repsol S.A. ADR                         25,000             740
                                                          ------
Total Oil and Gas Field
  Exploration Services                                     1,084
                                                          ------
PAPER & PAPER PRODUCTS -- 1.1%
  International Paper                     17,000             629
                                                          ------
Total Paper & Paper Products                                 629
                                                          ------
PETROLEUM & FUEL PRODUCTS -- 0.1%
  Kelley Oil & Gas*                       15,000              38
                                                          ------
Total Petroleum & Fuel Products                               38
                                                          ------
 
<CAPTION>
   ----------------------------------------------------------
                                                        Market
           Description                  Shares        Value (000)
   ----------------------------------------------------------
<S>                                     <C>           <C>
PHARMACEUTICALS -- 7.1%
  Alpharma                                18,700       $     449
  Anesta*                                 45,200             480
  Aphton*                                 24,300             231
  Elan*                                   17,000             682
  Guilford Pharmaceuticals*               22,600             373
  ISIP Pharmaceuticals*                   27,300             276
  NBTY*                                   26,500             133
  Pharmaceutical Resources*               91,300             753
  Roberts Pharmaceutical*                 12,500             242
  Teva Pharmaceutical Industries
    ADR                                   14,000             550
                                                          ------
Total Pharmaceuticals                                      4,169
                                                          ------
RAILROADS -- 1.0%
  CSX                                      7,200             603
                                                          ------
Total Railroads                                              603
                                                          ------
REAL ESTATE -- 0.2%
  Agree Realty                             9,400             139
                                                          ------
Total Real Estate                                            139
                                                          ------
REPAIR SERVICES -- 0.1%
  Earl Scheib*                             4,900              29
                                                          ------
Total Repair Services                                         29
                                                          ------
RESTAURANTS -- 4.0%
  Darden Restaurants*                     81,500             927
  Hometown Buffet*                        44,800             588
  Rally's Hamburgers*                      5,815              11
  Uno Restaurant*                         90,000             686
  Vicorp Restaurants*                      5,000              55
  Vie De France*                          21,000              66
                                                          ------
Total Restaurants                                          2,333
                                                          ------
RETAIL -- 6.4%
  Bed Bath & Beyond*                       3,500             109
  Bon-Ton Stores*                         51,000             332
  Border Group*                           54,000             926
  Chico's Fas*                             8,300              37
  CML Group                               92,200             530
  De Rigo S.P.A. ADR*                        200               4
  Drug Emporium*                          92,100             374
  Intimate Brands*                         5,400              90
  Kroger*                                 16,000             534
  Pacific Sunwear of California*          74,900             543
  Sportmart Class A*                      14,400              68
  Sportmart*                              14,400             110
  Strouds*                                19,000              88
                                                          ------
Total Retail                                               3,745
                                                          ------
RUBBER & PLASTIC -- 1.7%
  Goodyear Tire And Rubber                13,000             494
  O'Sullivan                              45,000             495
                                                          ------
Total Rubber & Plastic                                       989
                                                          ------
</TABLE>
 
                                       15

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                      Shares/Face       Market
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
SEMI-CONDUCTORS -- 3.8%
  ESS Technology*                          9,100      $      273
  Intel                                    7,400             517
  Lam Research*                            7,500             457
  Micron Technology                        7,800             550
  National Semiconductor*                 17,300             422
                                                          ------
Total Semi-Conductors                                      2,219
                                                          ------
SERVICES-EMPLOYMENT AGENCIES -- 0.9%
  Manpower                                20,000             543
                                                          ------
Total Services-Employment Agencies                           543
                                                          ------
SPORTING AND ATHLETIC GOODS -- 1.2%
  Callaway Golf                           36,500             597
  Meridian Sports*                        17,300             104
                                                          ------
Total Sporting and Athletic Goods                            701
                                                          ------
STEEL & STEEL WORKS -- 2.5%
  Ak Steel Holding                        22,000             682
  Cold Metal Products*                    42,800             246
  USX                                     17,500             523
                                                          ------
Total Steel & Steel Works                                  1,451
                                                          ------
TELEPHONES & TELECOMMUNICATION -- 2.3%
  Cellular Communications -- Class
    A*                                     5,439             292
  Executone Information Systems*          55,900             143
  Intermedia Communications of
    Florida*                              40,500             511
  Nextel Communications*                  15,000             208
  Peoples Telephone*                      14,300              37
  Telefonica De Espana ADR                 4,000             151
                                                          ------
Total Telephones & Telecommunication                       1,342
                                                          ------
TRUCKING -- 1.6%
  Expeditors International of
    Washington                            25,000             656
  PST Vans*                               45,900             258
                                                          ------
Total Trucking                                               914
                                                          ------
VIDEO TECHNOLOGY -- 1.3%
  Videonics*                              55,000             770
                                                          ------
Total Video Technology                                       770
                                                          ------
WHOLESALE -- 0.3%
  Government Technology Services*         33,500             188
                                                          ------
Total Wholesale                                              188
                                                          ------
Total Common Stock
  (Cost $55,333,061)                                      55,877
                                                          ------
COMMERCIAL PAPER -- 4.4%
  American Express
    5.750%, 11/01/95                   $   2,540           2,540
                                                          ------
Total Commercial Paper
  (Cost $2,540,000)                                        2,540
                                                          ------
Total Investments -- 100.5%
  (Cost $57,873,061)                                      58,417
                                                          ------
OTHER ASSETS AND LIABILITIES -- (0.5%)
  Other Assets and Liabilities,
    Net                                                     (287)
                                                          ------
Total Other Assets and Liabilities                          (287)
                                                          ------
 
<CAPTION>
   ----------------------------------------------------------
                                                        Market
           Description                  Shares        Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
NET ASSETS:
  Portfolio shares of the
    Institutional Class (unlimited
    authorization -- $0.001 par
    value) based on 5,027,349
    outstanding shares of
    beneficial interest                                $  48,443
  Portfolio shares of the Retail
    Class (unlimited
    authorization -- $0.001 par
    value) based on 64,279
    outstanding shares of
    beneficial interest                                      643
  Undistributed net investment
    income                                                    16
  Undistributed net realized gain
    on investments                                         8,483
  Unrealized appreciation on
    investments                                              545
                                                          ------
Total Net Assets: -- 100.0%                            $  58,130
                                                          ======
Net Asset Value, Offering Price
  and Redemption Price Per
  Share -- Institutional Class                         $   11.42
                                                          ======
Net Asset Value and Redemption
  Price Per Share -- Retail Class                      $   11.42
                                                          ======
Maximum Offering Price Per
  Share -- Retail Class
  ($11.42 / 98.0%)                                     $   11.65
                                                          ======
*      Non-income producing security
ADR   American Depository Receipt


INTERNATIONAL EQUITY FUND


FOREIGN COMMON STOCKS 90.2%
ARGENTINA 1.4%
  Banco Frances Rio Plata ADR              2,200       $      49
  Cementera Argentina*                     6,500              28
  Commercial del Plata*                   19,000              38
  Irsa GDR*                                1,400              29
  Quilmes Industrial                       2,200              39
                                                          ------
Total Argentina                                              183
                                                          ------
AUSTRALIA 0.8%
  Newscorp                                21,000             106
                                                          ------
Total Australia                                              106
                                                          ------
CHILE 0.2%
  Santa Isabel ADR*                        1,100              25
                                                          ------
Total Chile                                                   25
                                                          ------
FINLAND 3.6%
  Nokia, Cl A                              8,400             481
                                                          ------
Total Finland                                                481
                                                          ------
</TABLE>
 
                                       16

<PAGE>
 
STATEMENT OF NET ASSETS
- --------------------------------------------------------------------------------
The Conestoga Funds--October 31, 1995
 
International Equity Fund -- continued
<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                                        Market
           Description                  Shares        Value (000)
   ----------------------------------------------------------
<S>                                  <C>              <C>
FRANCE 1.7%
  Axa                                        800       $      44
  Business Objects ADR*                    1,300              56
  Castorama                                  165              27
  Cie Bancaire                               350              36
  SGS-Thomson ADR*                         1,500              68
                                                          ------
Total France                                                 231
                                                          ------
GERMANY 0.7%
  Veba                                     2,250              92
                                                          ------
Total Germany                                                 92
                                                          ------
HONG KONG 5.9%
  Cheung Kong Holdings                    11,000              62
  Citic Pacific                           20,800              65
  First Pacific                          266,000             306
  HSBC Holdings                           15,200             221
  Hutchison Whampoa                       12,000              66
  Sun Hung Kai Properties                  8,000              64
                                                          ------
Total Hong Kong                                              784
                                                          ------
INDIA 0.6%
  East India Hotels GDR*                   1,400              24
  I.T.C. ADR*                              4,100              36
  Ranbaxy Laboratories GDR                 1,000              22
                                                          ------
Total India                                                   82
                                                          ------
INDONESIA 1.0%
  Indonesian Satellite ADR                 4,000             133
                                                          ------
Total Indonesia                                              133
                                                          ------
IRELAND 0.4%
  Elan ADR*                                1,300              52
                                                          ------
Total Ireland                                                 52
                                                          ------
ISRAEL 0.3%
  ECI Telecommunications                   1,800              34
                                                          ------
Total Israel                                                  34
                                                          ------
ITALY 2.7%
  Assicurazioni Generali                   2,200              51
  Falck*                                  12,200              28
  Fila Holdings ADR                          900              39
  Gucci Group ADR*                         3,100              93
  Mediobanca                               4,000              27
  Telecom Italia                          71,500             120
                                                          ------
Total Italy                                                  358
                                                          ------
JAPAN 27.7%
  Advantest                                4,000             227
  Alpine Electronics                       4,000              56
  Best Denski                              2,000              29
  Bridgestone                              3,000              42
  Canon                                    6,000             103
  Canon Sales                              1,000              24
  Daini Denden                                32             259
  Daiwa Securities                         7,000              82
  Fanuc                                    2,000              87
 
<CAPTION>
   ----------------------------------------------------------
                                                        Market
           Description                  Shares        Value (000)
   ----------------------------------------------------------
<S>                                  <C>              <C>
  Hirose Electric                          1,050       $      67
  Ito Yokado                               3,000             164
  Keyence                                    500              62
  Koa                                      5,000              81
  Kokusai Electric                         5,000             114
  Komatsu                                  6,000              47
  Kubota                                   6,000              37
  Kurita Water Industries                  1,000              28
  Kyocera                                  4,000             328
  Makita                                   2,000              31
  Marui                                    2,000              35
  Matsushita Electric                      3,000              43
  Mitsubishi Electric                      5,000              37
  Mitsubishi Estate                        7,000              75
  Mitsubishi Trust & Banking               2,000              28
  Mitsui Fudosan                           5,000              57
  Murata                                   4,000             140
  NEC                                     20,000             264
  Nikon                                   10,000             143
  Nippon Telegraph & Telephone                 4              33
  Nissan Motors                            7,000              47
  Nomura Securities                        6,000             110
  NTT Data Communications                      3              75
  Sankyo                                   1,000              22
  Sanwa Bank                               3,000              51
  Sharp                                    7,000              97
  Sony                                     1,000              45
  Sumitomo Bank                            3,000              53
  Sumitomo Trust & Banking                 4,000              46
  Takeda Chemical Industries               2,000              28
  TDK                                      1,000              52
  Tokyo Electronics                        4,000             174
  Toray                                    6,000              37
  Toyota Motor                             4,000              74
  Ushio                                    2,000              23
  Yamanouchi Pharmaceutical                3,000              67
                                                          ------
Total Japan                                                3,724
                                                          ------
LUXEMBOURG 0.1%
  Millicom International*                    500              17
                                                          ------
Total Luxembourg                                              17
                                                          ------
MALAYSIA 3.8%
  Arab-Malaysian Merchant Bank            12,000             148
  Malayan Banking                         10,000              81
  New Straits Times Press                 20,000              63
  Sime Darby Malaysia                     20,000              50
  Technology Resources*                   44,000             112
  United Engineers                         9,000              56
                                                          ------
Total Malaysia                                               510
                                                          ------
</TABLE>
 
                                       17

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                                        Market
           Description                  Shares        Value (000)
   ----------------------------------------------------------
<S>                                  <C>              <C>
MEXICO 2.0%
  Bufete Industrial ADR*                   1,600       $      21
  Cemex, Cl A                              5,300              16
  Cifra*                                  35,000              37
  Grupo Carso ADR*                         2,500              24
  Grupo Financiero Banamex, Cl B          11,000              19
  Grupo Financiero Banamex, Cl L             550               1
  Grupo Financiero Inbursa, Cl C          20,000              55
  Grupo Iusacell ADS*                      1,400              17
  Grupo Modelo, Cl C                       5,000              19
  Grupo Posadas, Cl A*                    52,300              17
  Grupo Synkro ADR, Cl B*                 80,000              20
  Kimberly Clark, Cl A                     1,700              22
                                                          ------
Total Mexico                                                 268
                                                          ------
NETHERLANDS 4.7%
  Advanced Semi-Conductor ADR*               700              33
  ASM Litho Holdings ADR*                  2,000              97
  Baan ADR*                                2,300              98
  Elsevier                                 4,500              58
  Getronics                                1,000              48
  International Nederlanden                  500              30
  Madge Networks ADR*                      1,900              80
  Philips Electronics                      1,800              70
  Polygram                                 1,100              69
  Wolters Kluwer                             500              46
                                                          ------
Total Netherlands                                            629
                                                          ------
NEW ZEALAND 0.5%
  Telecom New Zealand ADR                  1,015              67
                                                          ------
Total New Zealand                                             67
                                                          ------
NORWAY 1.2%
  Hafslund Nycomed, Cl B                   1,200              34
  Petroleum Geo-Services ADR*              6,200             120
                                                          ------
Total Norway                                                 154
                                                          ------
PERU 0.3%
  Banco Wiese ADR                          6,900              46
                                                          ------
Total Peru                                                    46
                                                          ------
PHILIPPINES 0.5%
  San Miguel, Cl B                        20,000              66
                                                          ------
Total Philippines                                             66
                                                          ------
SINGAPORE 1.9%
  City Development                         7,000              43
  Creative Technology ADR*                 1,100              13
  Flextronics ADR*                         1,000              23
  Singapore Press, F                       2,400              38
  Straits Steamship Land                  14,000              39
  United Overseas Bank, F                 10,600              93
                                                          ------
Total Singapore                                              249
                                                          ------
SOUTH KOREA 3.1%
  Korea Fund                               3,000              65
  Korea Mobile Telecom GDR*                2,500              93
  Samsung Electric Non-Voting
    GDS New*                               4,000             256
  Samsung Electric Voting GDR*                22               2
                                                          ------
Total South Korea                                            416
                                                          ------
 
<CAPTION>
   ----------------------------------------------------------
                                                        Market
           Description                  Shares        Value (000)
   ----------------------------------------------------------
<S>                                  <C>              <C>
SWEDEN 7.4%
  Allgan, Cl B                             1,600       $      24
  Asea, Cl B                               1,400             138
  Astra, Cl B                              5,200             188
  Autoliv                                  2,200             126
  Ericsson Telephone ADR                  23,400             500
  Pharmacia, Cl B                            500              17
                                                          ------
Total Sweden                                                 993
                                                          ------
SWITZERLAND 4.9%
  Brown Boveri & Cie Bearer                   65              75
  Ciba Geigy                                 125             108
  Roche Holdings                              35             255
  Sandoz Pharmaceutical                      260             215
                                                          ------
Total Switzerland                                            653
                                                          ------
THAILAND 2.3%
  Advanced Info Service, F                 9,000             148
  Land and House, F                        2,000              32
  Total Access Communications ADR         11,000              67
  United Communications                    5,000              63
                                                          ------
Total Thailand                                               310
                                                          ------
UNITED KINGDOM 10.5%
  Barclays Bank                            5,200              61
  BAT                                      4,200              34
  British Sky Broadcasting ADR             5,500             197
  Commercial Union                         5,300              51
  Glaxo Wellcome                           7,200              97
  Logica                                   6,100              46
  Next                                    12,000              78
  Reuters                                 16,200             151
  Smithkline Beecham                      20,500             210
  Takare                                   6,000              19
  Tele-Communications ADR, Cl A*           7,500             170
  Vodafone Group                          26,200             108
  WPP Group                               11,600              28
  Zeneca Group                             8,000             149
                                                          ------
Total United Kingdom                                       1,399
                                                          ------
Total Foreign Common Stocks
  (Cost $11,387,561)                                      12,062
                                                          ------
FOREIGN PREFERRED STOCKS 1.4%
GERMANY 1.4%
  SAP                                      1,250             191
                                                          ------
Total Germany                                                191
                                                          ------
Total Foreign Preferred Stocks
  (Cost $158,684)                                            191
                                                          ------
</TABLE>
 
                                       18

<PAGE>
 
STATEMENT OF NET ASSETS
- --------------------------------------------------------------------------------
The Conestoga Funds--October 31, 1995
 
International Equity Fund -- continued
<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                         Face           Market
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
TIME DEPOSIT 7.7%
  Bank of New York -- Cayman
    Time Deposit
    5.563%, 11/01/95                   $   1,029       $   1,029
                                                          ------
Total Time Deposit
  (Cost $1,028,558)                                        1,029
                                                          ------
Total Investments (99.3% of Net Assets)
  (Cost $12,574,803)                                      13,282
                                                          ------
OTHER ASSETS AND LIABILITIES 0.7%
  Other Assets and Liabilities, Net                           99
                                                          ------
Total Other Assets and Liabilities                            99
                                                          ------
NET ASSETS:
  Portfolio shares of
    Institutional
    Class (unlimited
    authorization -- $0.001 par
    value) -- based on
    1,214,982 outstanding shares                          12,425
  Portfolio shares of Retail
    Class (unlimited
    authorization -- $0.001 par
    value) -- based on
    758 outstanding shares                                     8
  Accumulated net investment loss                             (5)
  Undistributed net realized gain
    on investments and foreign
    currency transactions                                    201
  Unrealized appreciation on
    forward foreign currency
    contracts, foreign currency
    and translation of other
    assets and liabilities in
    foreign currency                                          45
  Unrealized appreciation on
    investments                                              707
                                                          ------
Total Net Assets: -- 100.0%                            $  13,381
                                                          ======
Net Asset Value, Offering Price
  and
  Redemption Price Per Share --
  Institutional Class                                  $   11.01
                                                          ======
Net Asset Value and Redemption
  Price Per Share -- Retail Class                      $   10.99
                                                          ======
Maximum Offering Price Per
  Share -- Retail Class
  ($10.99 / 98%)                                       $   11.21
                                                          ======
*        Non-income producing security
ADR     American Depository Receipts
ADS     American Depository Shares
GDR    Global Depository Receipts
GDS     Global Depository Shares
Cl       Class
F       Foreign Registry Shares


BALANCED FUND


COMMON STOCK -- 38.5%
AEROSPACE & DEFENSE -- 0.2%
  McDonnell Douglas                          900       $      74
                                                          ------
Total Aerospace & Defense                                     74
                                                          ------
 
<CAPTION>
   ----------------------------------------------------------
                                                        Market
           Description                  Shares        Value (000)
   ----------------------------------------------------------
<S>                                  <C>              <C>
AIRCRAFT -- 1.1%
  Allied Signal                            3,800       $     162
  Boeing                                   1,500              98
  Textron                                  1,000              69
  United Technologies                        900              80
                                                          ------
Total Aircraft                                               409
                                                          ------
APPAREL/TEXTILES -- 0.2%
  Burlington Industries*                   1,900              21
  Fruit Of The Loom*                       3,000              52
                                                          ------
Total Apparel/Textiles                                        73
                                                          ------
AUTOMOTIVE -- 0.7%
  Ford Motor                               7,700             222
  Magna International, Class A             1,000              43
                                                          ------
Total Automotive                                             265
                                                          ------
BANKS -- 3.9%
  Bank of Boston                           2,600             116
  BankAmerica                              8,300             477
  Chase Manhattan                          7,800             445
  Chemical Banking                         4,400             250
  Citicorp                                 3,500             227
                                                          ------
Total Banks                                                1,515
                                                          ------
BOOKS -- 0.0%
  Borders Group*                           1,000              17
                                                          ------
Total Books                                                   17
                                                          ------
BUILDING & CONSTRUCTION -- 0.3%
  Webb (Del E.)                            5,400             112
                                                          ------
Total Building & Construction                                112
                                                          ------
CHEMICALS -- 1.5%
  Dow Chemical                               900              62
  Hercules                                 1,900             101
  IMC Global                               1,700             119
  Monsanto                                 1,200             126
  Praxair                                  6,500             175
                                                          ------
Total Chemicals                                              583
                                                          ------
COMMUNICATIONS EQUIPMENT -- 0.5%
  First Alert*                             1,200              19
  Motorola                                 1,300              85
  Qualcomm*                                2,500              96
                                                          ------
Total Communications Equipment                               200
                                                          ------
COMPUTER SOFTWARE -- 0.5%
  Computer Associates
    International                          2,400             131
  International Game Technology            5,400              63
  Pyxis*                                   1,000              13
                                                          ------
Total Computer Software                                      207
                                                          ------
</TABLE>
 
                                       19

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                                        Market
           Description                  Shares        Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
COMPUTERS & SERVICES -- 2.4%
  Apple Computer                           3,600      $      131
  Compaq Computer*                         2,000             112
  Digital Equipment*                       3,500             189
  Hewlett Packard                            800              74
  IBM                                      4,000             389
  Novell*                                  2,252              37
                                                          ------
Total Computers & Services                                   932
                                                          ------
CONCRETE & MINERAL PRODUCTS -- 0.1%
  Owens Corning Fiberglass*                1,200              51
                                                          ------
Total Concrete & Mineral Products                             51
                                                          ------
CONTAINERS & PACKAGING -- 0.2%
  Owens-Illinois*                          5,300              67
                                                          ------
Total Containers & Packaging                                  67
                                                          ------
ELECTRICAL SERVICES -- 2.5%
  American Electric Power                  1,800              69
  Central And South West                   4,100             110
  Consolidated Edison New York             5,400             164
  Pacific Gas And Electric                 4,200             123
  Peco Energy                              8,500             248
  SCE                                     14,300             243
                                                          ------
Total Electrical Services                                    957
                                                          ------
ELECTRONIC AND OTHER ELECTRICAL EQUIPMENT -- 1.8%
  General Electric                         7,200             456
  Philips Electronics ADR                  2,700             104
  Texas Instruments                        1,800             123
                                                          ------
Total Electronic and Other
  Electrical Equipment                                       683
                                                          ------
ENTERTAINMENT -- 0.1%
  MGM Grand*                               1,800              43
                                                          ------
Total Entertainment                                           43
                                                          ------
ENVIRONMENTAL SERVICES -- 0.3%
  Browning Ferris Industries               4,500             131
                                                          ------
Total Environmental Services                                 131
                                                          ------
FINANCIAL SERVICES -- 1.6%
  Dean Witter Discover                     3,700             183
  Fleet Financial Group                    2,000              78
  Household International                  1,400              79
  ITT                                      1,500             184
  MBNA                                     2,500              92
                                                          ------
Total Financial Services                                     616
                                                          ------
FOOD, BEVERAGE & TOBACCO -- 3.1%
  IBP                                      1,900             114
  Nabisco Holdings -- Class A              8,000             215
  Philip Morris Companies                  6,700             566
  RJR Nabisco Holdings                    10,300             317
                                                          ------
Total Food, Beverage & Tobacco                             1,212
                                                          ------
HOUSEHOLD PRODUCTS -- 0.1%
  Maytag                                   2,700              51
                                                          ------
Total Household Products                                      51
                                                          ------
 
<CAPTION>
   ----------------------------------------------------------
                                                        Market
           Description                  Shares        Value (000)
   ----------------------------------------------------------
<S>                                                   <C>
INSURANCE -- 1.6%
  Aetna Life And Casualty                  1,200       $      84
  Allstate                                   462              17
  Cigna                                    1,200             119
  Equitable Companies                      7,300             155
  The Travelers Group                      5,000             253
  Transport Holdings -- Class A*              25               1
                                                          ------
Total Insurance                                              629
                                                          ------
MACHINERY -- 1.1%
  Baker Hughes                             3,000              59
  Case Equipment                           2,500              95
  Caterpillar                              1,200              67
  Deere                                    1,800             161
  McDermott International                  1,300              21
                                                          ------
Total Machinery                                              403
                                                          ------
MEDICAL PRODUCTS & SERVICES -- 0.8%
  Beverly Enterprises*                     5,100              60
  Community Psychiatric*                   1,500              16
  FHP International*                       1,500              36
  Foundation Health*                       1,600              68
  Health Systems International
    Class A*                                 700              21
  Humana*                                  1,500              32
  Novacare*                                2,300              14
  United Healthcare                          500              27
  United States Surgical                   1,700              42
                                                          ------
Total Medical Products & Services                            316
                                                          ------
METALS & MINING -- 0.3%
  Potash of Saskatchewan                   1,700             118
                                                          ------
Total Metals & Mining                                        118
                                                          ------
OIL AND GAS FIELD EXPLORATION SERVICES -- 4.0%
  Ashland                                  3,500             111
  British Petroleum PLC ADR                4,000             353
  Diamond Shamrock                         1,400              36
  Enron                                    3,500             120
  Mobil                                    3,200             322
  Repsol S.A. ADR                          7,100             210
  Royal Dutch Petroleum                    2,200             270
  Tosco                                    2,300              79
  YPF Sociedad Anonima ADR                 2,700              46
                                                          ------
Total Oil and Gas Field Exploration Services               1,547
                                                          ------
PAPER & PAPER PRODUCTS -- 0.2%
  International Paper                      1,800              67
                                                          ------
Total Paper & Paper Products                                  67
                                                          ------
PHARMACEUTICALS -- 1.0%
  Caremark International                     900              19
  Elan Public*                             3,900             156
  Merck                                    1,600              92
  Mylan Laboratories                       2,500              48
  Teva Pharmaceutical Industries
    ADR                                    1,400              55
                                                          ------
Total Pharmaceuticals                                        370
                                                          ------
</TABLE>
 
                                       20

<PAGE>
 
STATEMENT OF NET ASSETS
- --------------------------------------------------------------------------------
The Conestoga Funds--October 31, 1995
 
Balanced Fund -- continued
<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                                        Market
           Description                  Shares        Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
PHOTOGRAPHIC EQUIPMENT & SUPPLIES -- 0.2%
  Xerox                                      500       $      65
                                                          ------
Total Photographic Equipment & Supplies                       65
                                                          ------
RAILROADS -- 0.5%
  Burlington Northern Santa Fe             1,100              92
  CSX                                      1,200             101
                                                          ------
Total Railroads                                              193
                                                          ------
RESTAURANTS -- 0.6%
  Darden Restaurants*                     17,300             197
  Vicorp Restaurants*                      2,200              24
                                                          ------
Total Restaurants                                            221
                                                          ------
RETAIL -- 1.5%
  CML Group                                9,000              52
  Kroger*                                  7,200             239
  Lowe's                                   6,500             176
  Pep Boys                                 3,500              77
  Vons*                                    1,500              38
                                                          ------
Total Retail                                                 582
                                                          ------
RUBBER & PLASTIC -- 1.0%
  Goodyear Tire And Rubber                 9,700             369
                                                          ------
Total Rubber & Plastic                                       369
                                                          ------
SEMI-CONDUCTORS/INSTRUMENTS -- 1.0%
  Intel                                    3,100             216
  Micron Technology                          900              64
  National Semiconductor*                  3,200              78
  VLSI Technology                          1,500              35
                                                          ------
Total Semi-Conductors/Instruments                            393
                                                          ------
SERVICES-EMPLOYMENT AGENCIES -- 0.3%
  Manpower                                 4,000             109
                                                          ------
Total Services-Employment Agencies                           109
                                                          ------
SPECIALTY MACHINERY -- 0.3%
  Westinghouse Electric                    7,500             106
                                                          ------
Total Specialty Machinery                                    106
                                                          ------
STEEL & STEEL WORKS -- 0.6%
  Birmingham Steel                           300               5
  Phelps Dodge                             1,900             120
  USX -- U.S. Steel Group                  3,900             117
                                                          ------
Total Steel & Steel Works                                    242
                                                          ------
TELEPHONES & TELECOMMUNICATION -- 2.3%
  Cellular Communications -- Class
    A*                                     2,000             107
  MCI Communications                       6,500             162
  SBC Communications                       3,000             168
  Worldcom*                               14,300             467
                                                          ------
Total Telephones & Telecommunication                         904
                                                          ------
WHOLESALE -- 0.1%
  Universal -- Va                            900              19
                                                          ------
Total Wholesale                                               19
                                                          ------
Total Common Stock
  (Cost $14,129,471)                                      14,851
                                                          ------
PREFERRED STOCKS -- 0.1%
PRINTING & PUBLISHING -- 0.1%
  News -- Preferred Shares ADR             3,200              58
                                                          ------
Total Printing & Publishing                                   58
                                                          ------
Total Preferred Stocks
  (Cost $64,400)                                              58
                                                          ------
 
<CAPTION>
   ----------------------------------------------------------
                                      Shares/Face       Market
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                  <C>              <C>
U.S. TREASURY OBLIGATIONS -- 34.8%
  U.S. Treasury Bonds
    8.750%, 05/15/17                   $   1,040       $   1,320
    7.625%, 02/15/25                          80              93
  U.S. Treasury Notes
    7.375%, 05/15/96                         700             707
    7.500%, 01/31/97                         950             971
    6.500%, 05/15/97                         645             653
    8.500%, 05/15/97                          85              89
    7.375%, 11/15/97                       1,645           1,699
    8.125%, 02/15/98                         355             373
    9.000%, 05/15/98                         815             878
    9.250%, 08/15/98                         430             469
    8.875%, 11/15/98                       1,105           1,201
    6.750%, 05/31/99                       1,215           1,253
    7.125%, 09/30/99                         600             627
    7.500%, 10/31/99                         970           1,028
    7.500%, 11/15/01                       1,275           1,379
    9.250%, 02/15/16                         510             673
                                                          ------
Total U.S. Treasury Obligations
  (Cost $13,321,228)                                      13,413
                                                          ------
CORPORATE OBLIGATIONS -- 5.2%
  Ahmanson H. F
    7.875%, 09/01/04                         185             197
  Bear Stearns
    6.875%, 10/01/05                         175             175
  Capital One Bank
    8.125%, 02/27/98                          90              94
  Chase Manhattan Bank
    6.500%, 08/01/05                         100              98
  Chemical Bank
    6.125%, 11/01/08                         230             214
  First Nationwide
    10.000%, 10/01/06                         50              59
  Lehman Brothers Holdings
    7.125%, 09/15/03                         175             176
  Manufacturers & Traders
    7.000%, 07/01/05                         165             165
  Niagara Mohawk Power
    Callable @100 04/01/02
    8.750%, 04/01/22                          80              76
  Provident Bank
    6.375%, 01/15/04                         160             156
  TCI Communications
    8.750%, 08/01/15                          90              96
  Tele-Communications
    8.250%, 01/15/03                         100             105
  United Air Lines
    10.670%, 05/01/04                        320             375
                                                          ------
Total Corporate Obligations
  (Cost $1,968,434)                                        1,986
                                                          ------
</TABLE>
 
                                       21

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                         Face           Market
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 6.2%
  FHLMC CMO Pool #E00388
    7.000%, 08/01/10                     $   139          $  140
  FHLMC Pool #D63546
    7.000%, 09/01/25                         350             347
  FNMA Pool #190203
    8.000%, 02/01/23                         176             180
  FNMA Pool #290383
    7.500%, 05/01/25                         159             161
  FNMA Pool #303460
    6.500%, 07/01/10                         288             286
  FNMA Pool #317278
    7.500%, 07/01/25                         175             176
  GNMA Pool #356688
    7.000%, 07/15/23                         386             384
  GNMA Pool #780190
    7.500%, 07/15/25                         715             728
                                                          ------
Total U.S. Government Agency Obligations
  (Cost $2,393,321)                                        2,402
                                                          ------
YANKEE BONDS -- 3.3%
  AAB-Global
    7.250%, 05/31/05                         250             260
  Carter Holt Harvey
    8.375%, 04/15/15                          85              94
  CSR Finance
    7.700%, 07/21/25                         200             208
  Laidlaw
    8.750%, 04/15/25                          75              86
  Noranda
    8.000%, 06/01/03                         100             107
  Quebec Province
    7.500%, 07/15/23                         280             281
  Santander Finance
    7.875%, 04/15/05                         100             107
  Toronto-Domnion Bank -- New York
    6.150%, 10/15/08                         140             131
                                                          ------
Total Yankee Bonds
  (Cost $1,251,897)                                        1,274
                                                          ------
COMMERCIAL PAPER -- 10.5%
  American Express
    5.750%, 11/01/95                       4,030           4,030
                                                          ------
Total Commercial Paper
  (Cost $4,030,000)                                        4,030
                                                          ------
MORTGAGE RELATED -- 0.9%
  Premier Auto Trust Series 1995-1
    Class A4
    7.850%, 09/04/98                         110             113
  Prudential Home Mortgage
    Securities Pool #1994-29 Class
    A5
    7.000%, 10/25/24                         235             230
                                                          ------
Total Mortgage Related
  (Cost $339,218)                                            343
                                                          ------
Total Investments -- 99.5%
  (Cost $37,497,969)                                      38,357
                                                          ------
OTHER ASSETS AND LIABILITIES -- 0.5%
  Other Assets and Liabilities, Net                          206
                                                          ------
Total Other Assets and Liabilities                           206
                                                          ------
 
<CAPTION>
   ----------------------------------------------------------
                                         Face           Market
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                  <C>              <C>
NET ASSETS:
  Portfolio shares of the
    Institutional Class (unlimited
    authorization -- $0.001 par
    value) based on 3,707,254
    outstanding shares of
    beneficial interest                                $  37,304
  Portfolio shares of the Retail
    Class (unlimited
    authorization --
    $0.001 par value) based on
    6,676 outstanding shares of
    beneficial interest                                       68
  Undistributed net investment
    income                                                    47
  Undistributed net realized gain
    on investments                                           285
  Unrealized appreciation on
    investments                                              859
                                                          ------
Total Net Assets: -- 100.0%                            $  38,563
                                                          ======
Net Asset Value, Offering Price
  and Redemption Price Per
  Share -- Institutional Class                         $   10.38
                                                          ======
Net Asset Value and Redemption
  Price Per Share -- Retail Class                      $   10.39
                                                          ======
Maximum Offering Price Per
  Share -- Retail Class
  ($10.39 / 98.0%)                                     $   10.60
                                                          ======
</TABLE>

*      Non-income producing security
ADR    American Depository Receipt
CMO    Collateralized Mortgage Obligation
FHLMC  Federal Home Loan Mortgage Corporation
FNMA   Federal National Mortgage Association
GNMA   Government National Mortgage Association

<TABLE>
<CAPTION>

BOND FUND

U.S. TREASURY OBLIGATIONS -- 35.8%
<S>                                   <C>              <C>
  U.S. Treasury Bonds
   10.750%, 05/15/03                  $      200       $     257
    8.750%, 05/15/17                       8,745          11,099
    8.125%, 08/15/19                         195             235
    8.500%, 02/15/20                       2,600           3,251
    7.500%, 11/15/24                         500             571
    7.625%, 02/15/25                       2,450           2,843
  U.S. Treasury Notes
    7.500%, 01/31/97                       1,065           1,089
    6.500%, 05/15/97                       1,155           1,170
    8.500%, 05/15/97                       1,225           1,276
    8.500%, 07/15/97                       2,075           2,170
    9.000%, 05/15/98                       6,345           6,836
    9.250%, 08/15/98                      12,140          13,231
    8.875%, 02/15/99                       4,568           4,991
    6.750%, 05/31/99                       6,050           6,239
    7.125%, 09/30/99                       6,335           6,625
</TABLE>
 
                                       22

<PAGE>
 
STATEMENT OF NET ASSETS
- --------------------------------------------------------------------------------
The Conestoga Funds--October 31, 1995
 
Bond Fund -- continued
<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                         Face           Market
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
U.S. TREASURY OBLIGATIONS -- CONTINUED
    7.500%, 10/31/99                   $   3,955       $   4,192
    7.750%, 01/31/00                       3,780           4,051
                                                          ------
Total U.S. Treasury Obligations
  (Cost $69,349,806)                                      70,126
                                                          ------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 30.9%
  FHLMC Pool #D63546
    7.000%, 09/01/25                       3,542           3,517
  FHLMC Pool #E00388
    7.000%, 08/01/10                       1,386           1,398
  FHLMC Pool #E20013
    7.500%, 01/01/08                       3,674           3,748
  FHLMC Pool #E20185
    7.000%, 07/01/10                       1,559           1,572
  FHLMC Series 1254 Class F
    7.250%, 04/15/18                       2,020           2,025
  FHLMC Series 1411 Class E
    6.000%, 02/15/16                       2,580           2,562
  FHLMC Series 1519 Class F
    6.750%, 03/15/07                       1,925           1,953
  FHLMC Series 1528 Class C
    6.500%, 05/15/05                       1,920           1,848
  FHLMC Series 1606 Class KA
    6.250%, 11/15/08                       1,971           1,970
  FHLMC Series 30 Class D
    9.500%, 02/15/20                       2,000           2,186
  FNMA Pool #190203
    8.000%, 02/01/23                       1,836           1,883
  FNMA Pool #290383
    7.500%, 05/01/25                       1,651           1,669
  FNMA Pool #303460
    6.500%, 07/01/10                       3,340           3,313
  FNMA Pool #317278
    7.500%, 07/01/25                       1,840           1,860
  FNMA Pool #50726
    7.000%, 05/01/23                       3,534           3,505
  FNMA Series 1992-124 Class PG
    7.000%, 01/25/18                       1,930           1,942
  FNMA Series 1992-196 Class E
    5.750%, 02/25/03                       1,680           1,655
  FNMA Series 1992-210 Class H
    6.500%, 03/25/19                       1,660           1,641
  FNMA Series 1992-65 Class H
    8.500%, 01/25/20                       1,836           1,914
  FNMA Series 1993-194 Class B
    5.500%, 10/25/98                       1,585           1,543
  FNMA Series 1993-2 Class PD
    6.750%, 01/25/16                       1,600           1,603
  FNMA Series G92-24 Class E
    6.500%, 11/25/20                       1,397           1,392
  GNMA Pool #286395
    9.000%, 04/15/20                       2,611           2,744
  GNMA Pool #356688
    7.000%, 07/15/23                       3,825           3,802
  GNMA Pool #780190
    7.500%, 07/15/25                       7,153           7,280
                                                          ------
Total U.S. Government Agency Obligations
  (Cost $59,949,162)                                      60,525
                                                          ------
 
<CAPTION>
   ----------------------------------------------------------
                                         Face           Market
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                  <C>              <C>
CORPORATE OBLIGATIONS -- 15.4%
  Ahmanson H. F.
    7.875%, 09/01/04                   $   2,500       $   2,656
  Bear Stearns
    6.875%, 10/01/05                       1,640           1,638
  Capital One Bank
    8.125%, 02/27/98                         910             948
  Chase Manhattan Bank
    6.500%, 08/01/05                       1,005             980
  Chemical Bank
    6.125%, 11/01/08                       2,140           1,988
  First Nationwide
    10.000%, 10/01/06                        485             572
  Georgia Pacific
    7.700%, 06/15/15                         975             997
    8.250%, 03/01/23                         770             805
  Great Lakes Power
    8.900%, 12/01/99                         750             798
  Laidlaw
    8.750%, 04/15/25                       1,485           1,710
  Lehman Brothers
    9.875%, 10/15/00                       1,050           1,188
  Lehman Brothers Holdings
    7.125%, 09/15/03                       1,725           1,736
  Manufacturers & Traders
    7.000%, 07/01/05                       1,605           1,605
  Niagara Mohawk Power
    Callable 04/01/02 @ 104
    8.750%, 04/01/22                         940             888
  Provident Bank
    6.375%, 01/15/04                       1,855           1,813
  Southern Cal Gas
    7.500%, 06/15/23                         665             687
  System Energy Resources
    10.500%, 09/01/96                      1,020           1,057
  TCI Communications
    8.750%, 08/01/15                         905             965
  Tele-Communications
    Callable 01/15/03
    9.250%, 01/15/23                       1,885           2,019
  Texas Utilities
    Callable 04/01/03 @ 103.85
    7.875%, 04/01/24                         720             751
  United Air Lines
    10.670%, 05/01/04                      2,910           3,427
  Virginia Electric & Power
    Callable 03/01/05 @ 103.48
    8.250%, 03/01/25                         840             919
                                                          ------
Total Corporate Obligations
  (Cost $29,483,836)                                      30,147
                                                          ------
MORTGAGE RELATED -- 3.3%
  GE Capital Mortgage Services
    Series 1994-2 Class A4
    6.000%, 01/25/09                       2,680           2,605
  Prudential Home Mortgage
    Securities Series 1994-29
    Class A5
    7.000%, 10/25/24                       2,475           2,419
</TABLE>
 
                                       23

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                         Face           Market
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                  <C>              <C>
MORTGAGE RELATED -- CONTINUED
  Residential Funding Mtg Sec 1
    Series 1993-S7 Class A6
    7.150%, 02/25/08                   $   1,500       $   1,499
                                                          ------
Total Mortgage Related
  (Cost $6,450,512)                                        6,523
                                                          ------
ASSET BACKED SECURITIES -- 2.5%
  Banc One Credit Card Master
    Trust Series 1994-A Class A
    7.150%, 12/15/98                       1,970           2,003
  Premier Auto Trust Series 1995-1
    Class A4
    7.850%, 09/04/98                       1,080           1,111
  Standard Credit Card Master
    Trust Series 1991-4 Class B
    8.250%, 10/07/97                       1,675           1,710
                                                          ------
Total Asset Backed Securities
  (Cost $4,788,625)                                        4,824
                                                          ------
YANKEE BOND -- 7.0%
  AAB-Global
    7.250%, 05/31/05                       2,070           2,150
  Carter Holt Harvey
    8.375%, 04/15/15                         865             961
  CSR Finance
    7.700%, 07/21/25                       1,815           1,885
  Korea Electric Power
    7.750%, 04/01/13                         805             830
  Noranda
    8.000%, 06/01/03                       1,330           1,423
  Quebec Province
    7.500%, 07/15/23                       2,895           2,903
  Santander Finance
    7.875%, 04/15/05                       2,265           2,418
  Toronto-Domnion Bank-New York
    6.150%, 10/15/08                       1,160           1,088
                                                          ------
Total Yankee Bond
  (Cost $13,291,504)                                      13,658
                                                          ------
MEDIUM TERM NOTE -- 1.2%
  Paine Webber
    6.730%, 01/20/04                       1,300           1,267
  Salomon
    6.280%, 02/05/97                       1,160           1,156
                                                          ------
Total Medium Term Note
  (Cost $2,339,420)                                        2,423
                                                          ------
COMMERCIAL PAPER -- 2.4%
  American Express
    5.750%, 11/01/95                       4,607           4,607
                                                          ------
Total Commercial Paper
  (Cost $4,607,000)                                        4,607
                                                          ------
Total Investments -- 98.5%
  (Cost $190,259,865)                                    192,833
                                                          ------
OTHER ASSETS AND LIABILITIES -- 1.5%
  Other Assets and Liabilities, Net                        2,982
                                                          ------
Total Other Assets and Liabilities                         2,982
                                                          ------
 
<CAPTION>
   ----------------------------------------------------------
                                         Face           Market
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                  <C>              <C>
NET ASSETS:
  Portfolio shares of the
    Institutional Class (unlimited
    authorization -- $0.001 par
    value) based on 18,422,250
    outstanding shares of
    beneficial interest                                $ 189,788
  Portfolio shares of the Retail
    Class (unlimited
    authorization --
    $0.001 par value) based on
    130,046 outstanding shares of
    beneficial interest                                    1,372
  Undistributed net investment
    income                                                   384
  Undistributed net realized gain
    on investments                                         1,698
  Unrealized appreciation on
    investments                                            2,573
                                                          ------
Total Net Assets: -- 100.0%                            $ 195,815
                                                          ======
Net Asset Value, Offering Price
  and
  Redemption Price Per Share --
  Institutional Class                                  $   10.55
                                                          ======
Net Asset Value and Redemption
  Price Per Share -- Retail Class                      $   10.56
                                                          ======
Maximum Offering Price Per
  Share -- Retail Class
  ($10.56 / 98.0%)                                     $   10.78
                                                          ======
</TABLE>

CMO    Collateralized Mortgage Obligation
FNMA   Federal National Mortgage Association
FHLMC  Federal Home Loan Mortgage Corporation
GNMA   Government National Mortgage Association
<TABLE>
<CAPTION>

INTERMEDIATE INCOME FUND

U.S. TREASURY OBLIGATIONS -- 61.1%
<S>                                    <C>             <C>
  U.S. Treasury Notes
    7.500%, 01/31/97                   $   4,110       $   4,202
    6.500%, 05/15/97                       7,010           7,098
    8.500%, 05/15/97                         700             729
    8.500%, 07/15/97                       8,670           9,068
    6.500%, 08/15/97                       6,890           6,990
    7.375%, 11/15/97                       2,420           2,499
    8.125%, 02/15/98                         145             153
    9.000%, 05/15/98                       4,050           4,364
    9.250%, 08/15/98                      10,580          11,531
    6.750%, 05/31/99                       2,215           2,284
    7.125%, 09/30/99                       7,015           7,336
    7.500%, 10/31/99                       6,270           6,646
    7.750%, 11/30/99                         230             246
    7.750%, 01/31/00                       3,315           3,553
    7.500%, 11/15/01                      14,690          15,883
    7.500%, 02/15/05                       2,360           2,602
                                                          ------
Total U.S. Treasury Obligations
  (Cost $84,374,220)                                      85,184
                                                          ------
</TABLE>
 
                                       24

<PAGE>
 
STATEMENT OF NET ASSETS
- --------------------------------------------------------------------------------
The Conestoga Funds--October 31, 1995
 
Intermediate Income Fund -- continued
<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                          Face          Market
            Description               Amount (000)    Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
CORPORATE OBLIGATIONS -- 13.3%
  Bear Stearns
    6.875%, 10/01/05                     $  710        $     709
  Capital One Bank
    8.125%, 02/27/98                        800              833
  Chase Manhattan Bank
    6.500%, 08/01/05                        695              678
  Chrysler, Callable @ 100 08/01/97
    10.400%, 08/01/99                     1,095            1,162
  Colonial National Bank
    7.000%, 08/01/03                      1,595            1,609
  First National Bank of Boston
    8.000%, 09/15/04                      2,000            2,150
  Great Lakes Power
    8.900%, 12/01/99                        990            1,053
  KN Energy
    9.940%, 02/01/96                        300              303
  Lehman Bothers
    9.875%, 10/15/00                      2,000            2,263
  Pennsylvania Power And Light
    7.750%, 05/01/02                      1,280            1,358
  Philip Morris, Callable @ 100
    06/11/92
    6.500%, 12/12/95                        250              250
  Provident Bank
    5.000%, 06/15/96                        225              224
  System Energy Resources
    10.500%, 09/01/96                       725              751
  Tele-Communications
    8.250%, 01/15/03                      1,600            1,672
  Transcont Gas
    8.125%, 01/15/97                      1,055            1,076
  United Airlines
    6.750%, 12/01/97                      2,435            2,426
                                                          ------
Total Corporate Obligations
  (Cost $18,319,062)                                      18,517
                                                          ------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 10.6%
  FHLMC Remic Series 1254 Class F
    7.250%, 04/15/18                        205              205
  FHLMC Remic Series 1411 Class E
    6.000%, 02/15/16                      1,725            1,713
  FHLMC Remic Series 1509 Class A
    6.500%, 10/15/00                      1,233            1,216
  FHLMC Remic Series 1519 Class F
    6.750%, 03/15/07                      1,755            1,780
  FHLMC Remic Series 1528 Class C
    6.500%, 05/15/05                      1,755            1,689
  FHLMC Remic Series 1606 Class KA
    6.250%, 11/15/08                        757              757
  FNMA Pool #303460
    6.500%, 07/01/10                      1,809            1,795
  FNMA Pool #327118
    6.500%, 10/01/10                      1,360            1,349
  FNMA Remic Series 1992-124 Class
    PG
    7.000%, 01/25/18                        300              302
 
<CAPTION>
   ----------------------------------------------------------
                                          Face          Market
            Description               Amount (000)    Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
  FNMA Remic Series 1992-196 Class
    E
    5.750%, 02/25/03                      1,140        $   1,123
  FNMA Remic Series 1993-194 Class
    B
    5.500%, 10/25/98                     $1,900            1,851
  FNMA Remic Series G92-24 Class E
    6.500%, 11/25/20                        947              943
                                                          ------
Total U.S. Government Agency Obligations
  (Cost $14,643,023)                                      14,723
                                                          ------
YANKEE BONDS -- 7.0%
  BHP Financial
    5.625%, 11/01/00                      1,730            1,661
  Carter Holt Harvey
    8.875%, 12/01/04                      1,120            1,277
  CSR America
    6.875%, 07/21/05                      1,670            1,693
  Korea Development Bank
    6.250%, 05/01/00                      1,000              994
  Laidlaw
    7.875%, 04/15/05                      1,490            1,585
  Noranda
    8.000%, 06/01/03                        775              829
  Santander Finance
    7.875%, 04/15/05                      1,625            1,734
                                                          ------
Total Yankee Bonds
  (Cost $9,551,082)                                        9,773
                                                          ------
MEDIUM TERM NOTES -- 2.2%
  First USA Bank
    6.880%, 09/12/96                        655              661
  Fleet Financial Group
    7.180%, 07/09/97                        160              163
  International Leases
    7.830%, 11/14/96                      1,345            1,370
  Paine Webber
    6.730%, 01/20/04                        750              731
  Paine Webber Group
    6.630%, 09/17/97                        160              161
                                                          ------
Total Medium Term Notes
  (Cost $3,018,165)                                        3,086
                                                          ------
ASSET BACKED SECURITIES -- 3.1%
  Banc One Credit Card
    Master Trust 1994-A
    7.150%, 12/15/98                      1,675            1,703
  Premier Auto Trust Series 1992-2
    Class A
    6.375%, 09/15/97                         15               15
  Premier Auto Trust Series 1994-4
    Class A4
    6.450%, 05/02/98                      1,625            1,639
  Premier Auto Trust Series 1995-1
    Class 4
    7.850%, 09/04/98                        870              895
                                                          ------
Total Asset Backed Securities
  (Cost $4,230,806)                                        4,252
                                                          ------
</TABLE>
 
                                       25

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                          Face          Market
            Description               Amount (000)    Value (000)
   ----------------------------------------------------------
<S>                                   <C>             <C>
COMMERCIAL PAPER -- 1.1%
  American Express
    5.750%, 11/01/95                     $1,567        $   1,567
                                                          ------
Total Commercial Paper
  (Cost $1,567,000)                                        1,567
                                                          ------
Total Investments -- 98.3%
  (Cost $135,703,358)                                    137,102
                                                          ------
OTHER ASSETS AND LIABILITIES -- 1.7%
  Other Assets and Liabilities, Net                        2,371
                                                          ------
Total Other Assets and Liabilities                         2,371
                                                          ------
NET ASSETS:
  Portfolio shares of the
    Institutional Class (unlimited
    authorization -- $0.001 par
    value) based on 12,909,945
    outstanding shares of
    beneficial interest                                  135,805
  Portfolio shares of the Retail
    Class (unlimited
    authorization --
    $0.001 par value) based on
    114,722 outstanding shares of
    beneficial interest                                    1,243
  Undistributed net investment
    income                                                   261
  Undistributed net realized gain
    on investments                                           765
  Unrealized appreciation on
    investments                                            1,399
                                                          ------
Total Net Assets: -- 100.0%                            $ 139,473
                                                          ======
Net Asset Value, Offering Price and
  Redemption Price Per Share --
  Institutional Class                                  $   10.71
                                                          ======
Net Asset Value and Redemption
  Price Per Share -- Retail Class                      $   10.72
                                                          ======
Maximum Offering Price Per
  Share -- Retail Class
  ($10.72 / 98.0%)                                     $   10.94
                                                          ======
</TABLE>

FHLMC  Federal Home Loan Mortgage Corporation
FNMA   Federal National Mortgage Association
REMIC  Real Estate Mortgage Investment Conduit
<TABLE>
<CAPTION>

SHORT-TERM INCOME FUND

U.S. TREASURY OBLIGATIONS -- 65.8%
<S>                                      <C>           <C>
  U.S. Treasury Notes                    
    7.500%, 01/31/96                     $2,975        $   2,989
    5.125%, 03/31/96                      4,515            4,508
    7.875%, 07/31/96                      1,500            1,525
    6.500%, 09/30/96                        555              559
    7.500%, 01/31/97                      5,000            5,113
    6.500%, 05/15/97                      2,140            2,167
    8.500%, 05/15/97                        190              198
    5.625%, 08/31/97                      2,000            2,000
    7.375%, 11/15/97                      2,500            2,582
    7.125%, 09/30/99                      2,000            2,091
                                                          ------
Total U.S. Treasury Obligations
  (Cost $23,674,766)                                      23,732
                                                          ------
</TABLE>


<TABLE> 
<CAPTION>
   ----------------------------------------------------------
                                          Face          Market
            Description               Amount (000)    Value (000)
   ----------------------------------------------------------
<S>                                   <C>             <C>
CORPORATE BONDS -- 13.0%
  Philip Morris
    6.500%, 12/12/95                        500        $     500
  Provident Bank
    5.000%, 06/15/96                        520              518
  Smith Barney
    6.000%, 03/15/97                        600              599
  Smithkline Beecham
    5.250%, 01/26/96                      1,000              999
  Tele-Communications
    5.280%, 08/20/96                        560              555
  Transcont Gas
    8.125%, 01/15/97                        525              536
  W.R. Grace
    6.500%, 12/01/95                      1,000            1,000
                                                          ------
Total Corporate Bonds
  (Cost $4,698,191)                                        4,707
                                                          ------
MEDIUM TERM NOTES -- 9.0%
  First USA Bank
    6.880%, 09/12/96                        190              192
  Ford Motor Credit
    8.850%, 05/01/96                      1,000            1,015
  International Lease
    7.830%, 11/14/96                      1,000            1,018
  McDonnell Douglas Finance
    7.310%, 02/19/96                        500              502
  Salomon Brothers
    9.000%, 07/23/96                        500              509
                                                          ------
Total Medium Term Notes
  (Cost $3,224,578)                                        3,236
                                                          ------
ASSET BACKED SECURITIES -- 6.1%
  Banc One Credit Card
    Master Trust 1994-A
    7.150%, 12/15/98                        420              427
  Fical Home Equity Loans 90-1a
    8.900%, 11/15/97                         23               23
  Premier Auto Trust 1994-4
    Class A-4
    6.450%, 05/02/98                        600              605
</TABLE>
 
                                       26

<PAGE>
 
STATEMENT OF NET ASSETS
- --------------------------------------------------------------------------------
The Conestoga Funds--October 31, 1995
 
Short-Term Income Fund -- continued
<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                         Face           Market
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
ASSET BACKED SECURITIES -- CONTINUED
  Premier Auto Trust Series 1992-2
    Class A
    6.375%, 09/15/97                   $     103       $     103
  Premier Auto Trust Series 1995-1
    Class 4
    7.850%, 09/04/98                       1,000           1,028
                                                          ------
Total Asset Backed Securities
  (Cost $2,176,405)                                        2,186
                                                          ------
U.S. GOVERNMENT AGENCY OBLIGATION -- 1.6%
  FNMA Remic Series G92-24 Class E
    6.500%, 11/25/20                         577             575
                                                          ------
Total U.S. Government Agency Obligation
  (Cost $569,547)                                            575
                                                          ------
COMMERCIAL PAPER -- 2.6%
  American Express
    5.750%, 11/01/95                         932             932
                                                          ------
Total Commercial Paper
  (Cost $932,000)                                            932
                                                          ------
Total Investments -- 98.1%
  (Cost $35,275,487)                                      35,368
                                                          ------
OTHER ASSETS AND LIABILITIES -- 1.9%
  Other Assets and Liabilities,
    Net                                                      702
                                                          ------
Total Other Assets and Liabilities                           702
                                                          ------
NET ASSETS:
  Portfolio shares of the
    Institutional Class (unlimited
    authorization -- $0.001 par
    value) based on 3,587,673
    outstanding shares of
    beneficial interest                                   35,870
  Portfolio shares of the Retail
    Class (unlimited
    authorization --
    $0.001 par value) based on
    1,131 outstanding shares of
    beneficial interest                                       11
  Undistributed net investment
    income                                                    64
  Undistributed net realized gain
    on investments                                            33
  Unrealized appreciation on
    investments                                               92
                                                          ------
Total Net Assets: -- 100.0%                            $  36,070
                                                          ======
Net Asset Value, Offering Price
  and
  Redemption Price Per Share --
  Institutional Class                                  $   10.05
                                                          ======
Net Asset Value and Redemption
  Price Per Share -- Retail Class                      $   10.04
                                                          ======
Maximum Offering Price Per
  Share -- Retail Class
  ($10.04 / 98.0%)                                     $   10.24
                                                          ======
FNMA   Federal National Mortgage Association
REMIC  Real Estate Mortgage Investment Conduit
 
<CAPTION>
   ----------------------------------------------------------
                                         Face           Market
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                  <C>              <C>

PENNSYLVANIA TAX-FREE

Bond Fund
MUNICIPAL BONDS -- 100.8%
PENNSYLVANIA -- 100.8%
  Allegheny County, Mercy Hospital
    of Pittsburgh, RB, AMBAC
    6.450%, 04/01/01                   $     200       $     219
  Allegheny County, Montefiore
    Hospital Improvement, RB,
    Escrowed To Maturity
    5.800%, 10/01/03                         140             146
  Allentown, Water Authority, RB
    5.650%, 07/15/96                         100             101
  Central Bucks, School District,
    GO
    6.600%, 02/01/03                         175             191
  Dauphin County, Correctional
    Facility, GO, MBIA
    5.450%, 08/01/07                         200             204
  Delaware County GO,
    Callable @ 100 09/01/96
    7.100%, 12/01/98                         170             176
  Delaware County, Villanova
    University, RB, AMBAC
    5.400%, 08/01/08                         200             203
  Erie County, Correctional
    Facility, GO, MBIA, Escrowed
    To Maturity
    5.850%, 11/01/96                         100             102
  Gettysburg, Gettysburg College,
    RB
    5.300%, 02/15/97                         250             254
  Gettysburg, RB, VRDN
    3.950%, 03/01/04 (B)                     100             100
  Hampden Township,
    Sewer Authority, SO,
    Escrowed To Maturity
    5.350%, 04/01/03                         140             145
  Harrisburg, Resource Recovery,
    RB
    5.875%, 09/01/13 (A)                     200             201
  Hempfield, School District, GO,
    FGIC
    5.300%, 10/15/14                         250             241
  Keystone, School District, GO,
    FGIC
    4.750%, 09/01/06                         240             231
  Lehigh County, Sewer Authority,
    RB, VRDN, FGIC
    3.850%, 03/15/05 (B)                     200             200
  Lower Burrell, Sewer Authority,
    RB, AMBAC
    5.125%, 02/01/16                         250             234
  Millcreek Township, Sewer
    Authority, RB, MBIA,
    Pre-Refunded
    6.000%, 11/01/99 (C)                     150             159
  Montgomery County, Hospital
    Authority, Abington Hospital,
    Series A, RB, AMBAC
    5.125%, 06/01/14                         250             232
</TABLE>
 
                                       27

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                         Face           Market
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                  <C>              <C>
PENNSYLVANIA -- CONTINUED
  Montgomery County, Public
    Improvements, GO,
    Callable @ 100 10/15/03
    5.750%, 10/15/11                   $     175       $     179
  Nazareth, School District, GO,
    AMBAC
    5.500%, 11/15/12                         200             198
  Northampton County, Lehigh
    University, Series A, RB, MBIA
    5.750%, 11/15/18                         150             150
  Pennsylvania State, Allegheny
    General Hospital, Series A, RB
    6.300%, 09/01/97                         200             207
  Pennsylvania State, Housing
    Finance Authority, Series 37a,
    RB
    5.450%, 10/01/17 (A)                     200             183
  Pennsylvania State, Industrial
    Development Authority, RB,
    AMBAC
    5.800%, 07/01/09                         250             258
  Pennsylvania State,
    Miscellaneous Improvement, GO,
    Callable @ 100 09/01/99
    6.250%, 09/01/00                         150             154
  Pennsylvania State, Penn State
    University, RB, Callable @ 100
    03/01/04
    6.150%, 03/01/05 (A)                     145             157
  Pennsylvania State, Turnpike
    Commission, Series P, RB
    5.100%, 12/01/99                         250             257
    5.350%, 12/01/01                         250             259
  Pennsylvania State, University
    Improvement, Series F, RB,
    AMBAC, Callable @ 100 12/15/02
    6.000%, 12/15/09                         225             232
  Philadelphia, Pennsylvania
    Hospital, Series A, RB
    5.250%, 02/15/14                         250             236
  Philadelphia, Philadelphia Gas
    Works, Series 15, RB, MBIA
    4.600%, 08/01/03                         250             247
  Quakertown, Hospital Authority,
    RB, VRDN
    3.750%, 07/01/05 (A) (B)                 100             100
  Rose Tree Media, School
    District, GO, FGIC
    5.350%, 02/15/10                         150             150
  Scranton-Lackawanna, University
    of Scranton, Series A, RB,
    Callable @ 100 03/01/02
    6.150%, 03/01/03 (A)                     150             160
  Venango, Pollution Control, RB,
    VRDN
    4.600%, 12/01/12 (A) (B)                 200             200
 
<CAPTION>
   ----------------------------------------------------------
                                         Face           Market
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
  Wayne County, Housing Authority,
    RB, MBIA
    5.350%, 10/01/07                   $     190       $     186
                                                          ------
Total Pennsylvania                                         6,852
                                                          ------
Total Municipal Bonds
  (Cost $6,839,773)                                        6,852
                                                          ------
Total Investments -- 100.8%
  (Cost $6,839,773)                                        6,852
                                                          ------
OTHER ASSETS AND LIABILITIES -- (0.8)%
  Other Assets and Liabilities, Net                          (55)
                                                          ------
Total Other Assets and Liabilities                           (55)
                                                          ------
NET ASSETS:
  Portfolio shares of the
    Institutional Class (unlimited
    authorization -- $0.001 par
    value) based on 584,020
    outstanding shares of
    beneficial interest                                    6,018
  Portfolio shares of the Retail
    Class (unlimited
    authorization --
    $0.001 par value) based on
    80,106 outstanding shares of
    beneficial interest                                      825
  Undistributed net investment
    income                                                    10
  Accumulated net realized loss on
    investments                                              (68)
  Unrealized appreciation on
    investments                                               12
                                                          ------
Total Net Assets: -- 100.0%                            $   6,797
                                                          ======
Net Asset Value, Offering Price
  and Redemption Price Per
  Share -- Institutional Class                         $   10.23
                                                          ======
Net Asset Value and Redemption
  Price Per Share -- Retail Class                      $   10.23
                                                          ======
Maximum Offering Price Per
  Share -- Retail Class
  ($10.23 / 98.0%)                                     $   10.44
                                                          ======
</TABLE>
AMBAC   American Municipal Bond Assurance Company
FGIC    Federal Guaranty Insurance Corporation
GO      General Obligation
MBIA    Municipal Bond Insurance Association
RB      Revenue Bonds
SO      Special Obligation
VRDN    Variable Rate Demand Note
(A)     Securities are held in connection with a letter of
        credit or other credit support.
(B)     Floating Rate Security -- the rate reflected on the
        Statement of Net Assets is the rate in effect on October
        31, 1995.
(C)     Pre-Refunded Security -- The Maturity Date shown is the
        pre-refunded date.
 
                                       28

<PAGE>
 
STATEMENT OF NET ASSETS
- --------------------------------------------------------------------------------
The Conestoga Funds--October 31, 1995
 
CASH MANAGEMENT FUND

<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                         Face
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
COMMERCIAL PAPER -- 36.6%
  Abbey National
    5.590%, 01/08/96                   $   5,000       $   4,947
  AIG Funding
    6.035%, 11/01/95                       3,000           3,000
  American Express
    5.700%, 11/01/95                       5,000           5,002
    5.690%, 01/12/96                       5,000           4,943
  Associates
    5.700%, 01/23/96                       5,000           4,934
  Caisse Des Depots Et
    Consignations
    5.640%, 01/16/96                       5,000           4,940
  Eli Lilly
    5.820%, 01/16/96                       3,000           2,963
  General Electric Capital
    5.670%, 11/16/95                       4,000           3,991
    5.660%, 02/12/96                       5,000           4,919
  International Lease Finance
    5.710%, 01/08/96                       5,000           4,946
    5.630%, 01/22/96                       5,000           4,936
  J.C. Penney
    5.710%, 11/30/95                       5,000           4,977
  Pepsico
    5.670%, 11/03/95                       5,000           4,998
  Province of Alberta
    5.550%, 01/12/96                       3,000           2,967
  Sara Lee
    5.800%, 11/02/95                       5,000           4,999
    5.710%, 11/08/95                       5,000           4,994
  Toronto Dominion Bank
    5.660%, 01/17/96                       5,000           4,939
    5.490%, 03/19/96                       5,000           4,894
  Transamerica Finance
    5.620%, 02/15/96                       5,000           4,917
                                                          ------
Total Commercial Paper
  (Cost $87,206,251)                                      87,206
                                                          ------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 7.5%
  FHLB
    5.490%, 01/17/96                       3,000           2,965
  FHLMC
    5.560%, 11/21/95                       5,000           4,985
  FNMA
    5.590%, 01/04/96                       5,000           4,950
    5.580%, 02/20/96                       5,000           4,914
                                                          ------
Total U.S. Government Agency Obligations
  (Cost $17,813,615)                                      17,814
                                                          ------
BANK NOTES -- 3.8%
  FCC National Bank
    5.900%, 08/21/96                       5,000           4,996
    5.650%, 11/01/96                       4,000           3,997
                                                          ------
Total Bank Notes
  (Cost $8,993,431)                                        8,993
                                                          ------
U.S. TREASURY OBLIGATIONS -- 3.3%
  U.S. Treasury Bills
    5.410%, 01/11/96                   $   3,000           2,968
    5.540%, 07/25/96                       5,000           4,795
                                                          ------
Total U.S. Treasury Obligations
  (Cost $7,762,549)                                        7,763
                                                          ------
 
<CAPTION>
   ----------------------------------------------------------
                                         Face
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
CERTIFICATES OF DEPOSIT -- 2.1%
  National Westminster Bank
    5.770%, 12/11/95                       5,000       $   5,000
                                                          ------
Total Certificates of Deposit
  (Cost $5,000,000)                                        5,000
                                                          ------
REPURCHASE AGREEMENTS -- 48.8%
  Hong Kong Shanghai Banking
    5.850%, dated 10/31/95,
    matures 11/01/95, repurchase
    price $35,005,688
    (collateralized by
    U.S. Treasury Note, par value
    $35,000,000, 6.875%, matures
    03/31/97: market value
    $35,803,299)                          35,000          35,000
  Merrill Lynch
    5.850%, dated 10/31/95,
    matures 11/01/95, repurchase
    price $46,173,402
    (collateralized by various
    U.S. Treasury Notes,
    total par value $44,803,000,
    6.500%-6.875%, 04/30/97: total
    market value $47,090,599)             46,166          46,166
  Morgan Stanley
    5.850%, dated 10/31/95,
    matures 11/01/95, repurchase
    price $35,005,688
    (collateralized by
    U.S. Treasury Note, par value
    $26,675,000, 9.250%, matures
    02/15/16: market value
    $35,747,093)                          35,000          35,000
                                                          ------
Total Repurchase Agreements
  (Cost $116,165,900)                                    116,166
                                                          ------
Total Investments -- 102.1%
  (Cost $242,941,746)                                    242,942
                                                          ------
OTHER ASSETS AND LIABILITIES -- (2.1%)
  Other Assets and Liabilities,
    Net                                                   (5,064)
                                                          ------
Total Other Assets and Liabilities                        (5,064)
                                                          ------
NET ASSETS:
  Portfolio shares of the
    Institutional Class (unlimited
    authorization -- $0.001 par
    value) based on 234,652,830
    outstanding shares of
    beneficial interest                                  234,653
  Portfolio shares of the Retail
    Class (unlimited
    authorization --
    $0.001 par value) based on
    3,361,129 outstanding shares
    of
    beneficial interest                                    3,361
</TABLE>
 
                                       29

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                         Face
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
NET ASSETS -- CONTINUED
  Accumulated net realized loss on
    investments                                        $    (136)
                                                          ------
Total Net Assets: -- 100.0%                            $ 237,878
                                                          ======
Net Asset Value, Offering Price
  and Redemption Price Per
  Share -- Institutional Class                         $    1.00
                                                          ======
Net Asset Value, Offering Price
  and Redemption Price Per
  Share --
  Retail Class                                         $    1.00
                                                          ======
</TABLE>

FHLB   Federal Home Loan Bank
FHLMC  Federal Home Loan Mortgage Corporation
FNMA   Federal National Mortgage Association
<TABLE>
<CAPTION>

U.S. TREASURY
SECURITIES FUND

U.S. TREASURY OBLIGATIONS -- 39.9%
<S>                                    <C>             <C>
  U.S. Treasury Bills
    5.720%, 11/09/95                   $  10,000       $   9,987
    5.400%, 12/21/95                      20,000          19,850
    5.340%, 01/04/96                      25,000          24,763
    5.310%, 01/11/96                      10,000           9,895
    5.410%, 01/11/96                      10,000           9,893
    5.830%, 01/11/96                      10,000           9,885
    5.780%, 02/08/96                      10,000           9,851
    5.300%, 03/07/96                      15,000          14,720
    5.290%, 03/14/96                      10,000           9,803
    5.310%, 04/04/96                      15,000          14,657
    6.020%, 04/04/96                       5,000           4,875
    5.540%, 05/02/96                      10,000           9,718
    5.540%, 07/25/96                       5,000           4,795
  U.S. Treasury Notes
    7.500%, 02/29/96                      10,000          10,062
    7.625%, 04/30/96                      10,000          10,096
  U.S. Treasury Strip
    05/15/96                               5,000           4,854
                                                          ------
Total U.S. Treasury Obligations
  (Cost $177,703,757)                                    177,704
                                                          ------
REPURCHASE AGREEMENTS -- 60.5%
  Barclays De Zoete Wedd
    5.850%, dated 10/31/95,
    matures 11/01/95, repurchase
    price $50,008,125
    (collateralized by
    U.S. Treasury Note, par value
    $32,632,000, 11.250%, matures
    02/15/15: market value
    $51,069,081)                          50,000          50,000
  Hong Kong Shanghai Banking
    5.850%, dated 10/31/95,
    matures 11/01/95, repurchase
    price $85,013,813
    (collateralized by various
    U.S. Treasury Notes,
    total par value $70,220,000,
    7.125%-12.500%,
    08/15/14-02/15/23:
    total market value
    $87,257,890)                       $  85,000        $ 85,000
 
<CAPTION>
   ----------------------------------------------------------
                                         Face
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                    <C>            <C>
  Merrill Lynch
    5.850%, dated 10/31/95,
    matures 11/01/95, repurchase
    price $49,579,455
    (collateralized by various
    U.S. Treasury Notes, total par
    value $40,257,000, 7.250%-
    9.875%, 11/15/15-05/15/17:
    total market value
    $50,566,595)                       $  49,571       $  49,571
  Morgan Stanley
    5.850%, dated 10/31/95,
    matures 11/01/95, repurchase
    price $85,013,813
    (collateralized by
    U.S. Treasury Note, par value
    $66,670,000, 8.750%, matures
    08/15/20: market value
    $86,689,520)                          85,000          85,000
                                                          ------
Total Repurchase Agreements
  (Cost $269,571,400)                                    269,571
                                                          ------
Total Investments -- 100.4%
  (Cost $447,275,157)                                    447,275
                                                          ------
OTHER ASSETS AND LIABILITIES -- (0.4%)
  Other Assets and Liabilities,
    Net                                                   (2,016)
                                                          ------
Total Other Assets and Liabilities                        (2,016)
                                                          ------
NET ASSETS:
  Portfolio shares of the
    Institutional Class (unlimited
    authorization -- $0.001 par
    value) based on 444,422,563
    outstanding shares of
    beneficial interest                                  444,423
  Portfolio shares of the Retail
    Class (unlimited
    authorization --
    $0.001 par value) based on
    729,856 outstanding shares of
    beneficial interest                                      730
  Undistributed net realized gain
    on investments                                           106
                                                          ------
Total Net Assets: -- 100.0%                            $ 445,259
                                                          ======
Net Asset Value, Offering and
  Redemption Price Per Share --
  Institutional Class                                  $    1.00
                                                          ======
Net Asset Value, Offering and
  Redemption Price Per Share --
  Retail Class                                         $    1.00
                                                          ======
</TABLE>
 
                                       30

<PAGE>
 
STATEMENT OF NET ASSETS
- --------------------------------------------------------------------------------
The Conestoga Funds--October 31, 1995
 
TAX-FREE FUND

<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                         Face
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                  <C>              <C>
MUNICIPAL BONDS -- 99.9%
ALABAMA -- 0.7%
  McIntosh, Industrial Development
    Board, Ciba Geigy Corporate
    Project, RB, VRDN
    4.000%, 07/01/04 (A) (B)           $     400       $     400
                                                          ------
Total Alabama                                                400
                                                          ------
ARIZONA -- 0.4%
  Flagstaff, TECP
    3.500%, 12/05/95 (B)                     250             250
                                                          ------
Total Arizona                                                250
                                                          ------
ARKANSAS -- 4.9%
  Mesa, Municipal Developement,
    TECP
    3.800%, 12/06/95 (B)                   3,000           3,000
                                                          ------
Total Arkansas                                             3,000
                                                          ------
COLORADO -- 3.2%
  Colorado State, Health
    Facilities Authority, RB,
    VRDN, MBIA
    3.900%, 10/01/14 (A)                   1,955           1,955
                                                          ------
Total Colorado                                             1,955
                                                          ------
FLORIDA -- 1.1%
  Hillsborough, Pollution Control,
    RB, VRDN
    4.000%, 09/01/25 (A) (B)                 700             700
                                                          ------
Total Florida                                                700
                                                          ------
GEORGIA -- 3.9%
  Burke County, TECP
    3.750%, 12/07/95 (B)                   2,400           2,400
                                                          ------
Total Georgia                                              2,400
                                                          ------
HAWAII -- 2.4%
  St County Honolulu, TECP
    3.800%, 12/05/95 (B)                   1,500           1,500
                                                          ------
Total Hawaii                                               1,500
                                                          ------
ILLINOIS -- 1.9%
  Chicago, O'Hare Airport, RB,
    VRDN
    3.900%, 01/01/18 (A) (B)               1,200           1,200
                                                          ------
Total Illinois                                             1,200
                                                          ------
KANSAS -- 4.8%
  Burlington, TECP
    3.750%, 11/15/95 (B)                   1,450           1,450
    3.850%, 12/13/95 (B)                   1,500           1,500
                                                          ------
Total Kansas                                               2,950
                                                          ------
KENTUCKY -- 3.6%
  Jefferson County, TECP
    3.800%, 11/20/95 (B)                   2,200           2,200
                                                          ------
Total Kentucky                                             2,200
                                                          ------
LOUISIANA -- 2.5%
  Louisiana State, Public
    Facilities, RB, VRDN, FGIC
    3.900%, 09/01/10 (A)               $   1,565           1,565
                                                          ------
Total Louisiana                                            1,565
                                                          ------
 
<CAPTION>
   ----------------------------------------------------------
                                         Face
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                  <C>              <C>
MICHIGAN -- 4.5%
  Delta County, TECP
    3.750%, 11/21/95 (B)                   1,300       $   1,300
  Michigan State, Storage Tank
    Financial Authority, RB, VRDN
    3.900%, 12/01/04 (A) (B)               1,500           1,500
                                                          ------
Total Michigan                                             2,800
                                                          ------
MINNESOTA -- 6.0%
  Robbinsdale, Industrial
    Development, Unicare Homes
    Project,
    RB, VRDN
    4.000%, 10/01/14 (A) (B)               1,100           1,100
  Rochester, TECP
    3.150%, 11/09/95 (B)                   1,100           1,100
    3.800%, 01/22/96 (B)                   1,500           1,500
                                                          ------
Total Minnesota                                            3,700
                                                          ------
MISSISSIPPI -- 6.2%
  Independence, Waste, TECP
    3.500%, 11/03/95 (B)                   2,000           2,000
  Jackson County, Pollution
    Control, RB, VRDN
    3.900%, 12/01/16 (A)                   1,000           1,000
  Perry County, Pollution Control,
    RB, VRDN
    3.950%, 03/01/02 (A) (B)                 800             800
                                                          ------
Total Mississippi                                          3,800
                                                          ------
MISSOURI -- 1.1%
  Kansas City, Hospital, RB, VRDN,
    MBIA
    4.000%, 04/15/15 (A)                     700             700
                                                          ------
Total Missouri                                               700
                                                          ------
MONTANA -- 1.0%
  Billings, Industrial
    Development, RB, VRDN
    3.950%, 12/01/14 (A) (B)                 600             600
                                                          ------
Total Montana                                                600
                                                          ------
NEW YORK -- 2.1%
  New York, Water Finance
    Authority, RB, VRDN, FGIC
    4.000%, 06/15/22 (A)                     300             300
    4.000%, 06/15/23 (A)                   1,000           1,000
                                                          ------
Total New York                                             1,300
                                                          ------
NORTH CAROLINA -- 6.6%
  Eastern Municipal Agency, Power
    Systems, RB, Prerefunded
    01/01/96 @ 103
    7.750%, 01/01/96 (C)                   2,000           2,070
</TABLE>
 
                                       31

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
   ----------------------------------------------------------
                                         Face
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                  <C>              <C>
NORTH CAROLINA -- CONTINUED
  North Carolina, Municipal Power,
    TECP
    3.750%, 01/24/96 (B)               $   2,000       $   2,000
                                                          ------
Total North Carolina                                       4,070
                                                          ------
OHIO -- 8.1%
  Ohio State, Air Quality
    Development Authority, RB,
    VRDN
    4.000%, 09/01/30 (A)(B)                2,000           2,000
  Ohio State, Air Quality, TECP
    3.700%, 11/06/95 (B)                   3,000           3,000
                                                          ------
Total Ohio                                                 5,000
                                                          ------
PENNSYLVANIA -- 2.4%
  Delaware County, TECP, FGIC
    3.600%, 11/02/95                       1,500           1,500
                                                          ------
Total Pennsylvania                                         1,500
                                                          ------
TEXAS -- 12.3%
  Harris County, RB, VRDN
    4.000%, 03/01/24 (A) (B)               1,100           1,100
  San Antonio, Independent School
    District, GO, Prerefunded
    11/01/95 @ 100
    8.000%, 11/01/95 (C)                   1,700           1,700
  Texas A & M, TECP
    3.800%, 12/08/95 (B)                   1,500           1,500
  Texas Port Development
    Authority, Stolt Terminals
    Project, RB, VRDN
    3.850%, 01/15/14 (A) (B)               1,300           1,300
  Texas State, TAN
    4.750%, 08/30/96                       2,000           2,012
                                                          ------
Total Texas                                                7,612
                                                          ------
VIRGINIA -- 3.2%
  Chesapeake, Independent
    Development Authority, TECP
    3.600%, 11/06/95 (B)                   1,000           1,000
  Penninsula Ports, TECP
    3.650%, 11/07/95 (B)                   1,000           1,000
                                                          ------
Total Virginia                                             2,000
                                                          ------
WASHINGTON, D.C. -- 4.6%
  District of Columbia, Education
    Bonds, American University
    Issue A, RB, VRDN
    3.950%, 12/01/15 (A) (B)               2,835           2,835
                                                          ------
Total Washington, D.C.                                     2,835
                                                          ------
WYOMING -- 12.5%
  Converse, TECP
    3.500%, 11/06/95 (B)                   1,000           1,000
  Gillette County, TECP
    3.700%, 11/17/95 (B)                   1,000           1,000
 
<CAPTION>
   ----------------------------------------------------------
                                         Face
           Description               Amount (000)     Value (000)
   ----------------------------------------------------------
<S>                                  <C>              <C>
  Lincoln County, TECP
    3.700%, 11/21/95 (B)               $   1,400       $   1,400
  Sweetwater County, TECP
    3.650%, 12/08/95                       2,500           2,499
  Uinta County, Pollution Control,
    RB, VRDN
    3.900%, 08/15/02 (A) (B)               1,800           1,800
                                                          ------
Total Wyoming                                              7,699
                                                          ------
Total Municipal Bonds
  (Cost $61,736,077)                                      61,736
                                                          ------
Total Investments -- 99.9%
  (Cost $61,736,077)                                      61,736
                                                          ------
OTHER ASSETS AND LIABILITIES -- 0.1%
  Other Assets and Liabilites, Net                            55
                                                          ------
Total Other Assets and Liabilities                            55
                                                          ------
NET ASSETS:
  Portfolio shares of the
    Institutional Class (unlimited
    authorization -- $0.001 par
    value) based on 60,491,930
    outstanding shares of
    beneficial interest                                   60,492
  Portfolio shares of the Retail
    Class (unlimited
    authorization --
    $0.001 par value ) based on
    1,281,648 outstanding shares
    of
    beneficial interest                                    1,282
  Undistributed net realized gain
    on investments                                            17
                                                          ------
Total Net Assets: -- 100.0%                            $  61,791
                                                          ======
Net Asset Value, Offering and
  Redemption Price Per Share --
  Institutional Class                                  $    1.00
                                                          ======
Net Asset Value, Offering and
  Redemption Price Per Share --
  Retail Class                                         $    1.00
                                                          ======
</TABLE>
FGIC    Financial Guaranty Insurance Corporation
GO      General Obligation
MBIA    Municipal Bond Insurance Association
RB      Revenue Bond
TAN     Tax Anticipation Note
TECP    Tax Exempt Commercial Paper
VRDN    Variable Rate Demand Note
(A)     Floating Rate Security -- the rate reflected on the
        Statement of Net Assets is the rate in effect on October
        31, 1995.
(B)     Securities are held in conjunction with a letter of
        credit or other credit support.
(C)     The maturity date shown is the pre-refunded date.
 
                                       32

<PAGE>
 
STATEMENT OF OPERATIONS (000)
- --------------------------------------------------------------------------------
The Conestoga Funds--For the year ended October 31, 1995
 
<TABLE>
<CAPTION>
                                                         -------          -------       ------------      --------
                                                                          SPECIAL       INTERNATIONAL
                                                         EQUITY           EQUITY           EQUITY         BALANCED
                                                          FUND             FUND            FUND(1)        FUND(2)
                                                         -------          -------       ------------      --------
<S>                                                      <C>              <C>           <C>               <C>
INVESTMENT INCOME:
  Interest Income                                        $   582          $   121           $  50          $  427
  Dividend Income                                          4,507              351              48             104
  Less Foreign Taxes Withheld                                 --               --              (6)             --
                                                         -------          -------        --------         -------
  Total Investment Income                                  5,089              472              92             531
                                                         -------          -------        --------         -------
EXPENSES:
  Investment Advisory Fees                                 1,503              480              51              89
  Investment Advisory Fees Waived                             --             (466)             --             (30)
  Reimbursement from Advisor                                  --              (50)             --              --
  Administrator Fees                                         352               56               9              20
  Administrator Fees Waived                                  (97)             (18)             --              (1)
  Shareholder Servicing Fees(3)                               38                8              --              --
  Shareholder Servicing Fees Waived                           --               (8)             --              --
  Distribution Fees(4)                                        17                2              --              --
  Distribution Fees Waived                                   (10)              (2)             --              --
  Registration Fees                                          114               20               5               4
  Custody and Accounting Fees                                 71               30              17               2
  Professional Fees                                           48               11               1               4
  Transfer Agent Fees                                         86               25               1               4
  Printing Fees                                               25                4               1               1
  Pricing Expense                                              3               --               8              --
  Trustee Fees                                                12                2              --               1
  Insurance and Other Fees                                     3                2               2               1
  Amortization of Deferred Organization Costs                 --                8               2               2
                                                         -------          -------        --------         -------
  Total Expenses                                           2,165              104              97              97
                                                         -------          -------        --------         -------
NET INVESTMENT INCOME (LOSS)                               2,924              368              (5)            434
                                                         -------          -------        --------         -------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net Realized Gain (Loss) on Security Transactions       28,979            8,512             (33)            285
  Net Realized Gain on Foreign Currency Transactions          --               --             234              --
  Net Change in Unrealized Appreciation on Investments    12,894            1,127             707             859
  Net Change in Unrealized Appreciation on Foreign
    Currency
    and Translation of Other Assets and Liabilities in
    Foreign Currencies                                        --               --              45              --
                                                         -------          -------        --------         -------
  Net Realized and Unrealized Gain (Loss) on
    Investments:                                          41,873            9,639             953           1,144
                                                         -------          -------        --------         -------
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS         $44,797          $10,007           $ 948          $1,578
                                                         -------          -------        --------         -------
                                                         -------          -------        --------         -------
</TABLE>
 
Amounts designated as "--" are either $0 or have been rounded to $0.
(1) The International Equity Fund and the Short-Term Income Fund commenced
    operations on May 15, 1995.
(2) The Balanced Fund commenced operations on June 26, 1995.
(3) Shareholder Servicing Fees relate to a Shareholder Service Plan that was in
    effect through February 20, 1995.
(4) Distribution Fees relate to a Distribution Plan effective February 21, 1995
    and are incurred solely by the Retail Class.
 
    The accompanying notes are an integral part of the financial statements.
 
                                       33

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
    -------     ------------     ----------     ------------     ----------     -------------     --------
                                                PENNSYLVANIA
                INTERMEDIATE     SHORT-TERM       TAX-FREE          CASH        U.S. TREASURY
     BOND          INCOME          INCOME           BOND         MANAGEMENT      SECURITIES       TAX-FREE
     FUND           FUND          FUND(1)           FUND            FUND            FUND            FUND
    -------     ------------     ----------     ------------     ----------     -------------     --------
<S> <C>         <C>              <C>            <C>              <C>            <C>               <C>
    $ 6,924        $4,760          $1,095           $323          $ 11,680         $21,001         $2,484
         --            --              --             --                --              --             --
         --            --              --             --                --              --             --
    -------     ---------        --------       --------          --------      ----------        -------
      6,924         4,760           1,095            323            11,680          21,001          2,484
    -------     ---------        --------       --------          --------      ----------        -------
        750           552             135             46               794           1,457            259
       (409)         (365)            (82)           (39)             (397)           (456)          (158)
         --            (6)             --            (24)               --              --             --
        176           129              31             11               366             671            120
        (13)           (5)             --             (3)               --             (35)           (35)
         21            14              --              5               145             266             51
         (3)           (8)             --             (5)              (62)           (106)           (51)
          3             4              --              2                10              30              5
         (1)           (2)             --             (2)               (3)            (13)            (5)
         63            47              13              1                53              63             21
         46            38               3             21                64             100             27
         31            26               3              4                62             116             19
         39            36               5             11                43              61             23
         12             9               2              2                20              44              9
          2             5               1              1                --              --             --
          6             4               1             --                11              24              4
          3             6               1              1                19              45              7
         --            --               1             --                --              --             --
    -------     ---------        --------       --------          --------      ----------        -------
        726           484             114             32             1,125           2,267            296
    -------     ---------        --------       --------          --------      ----------        -------
      6,198         4,276             981            291            10,555          18,734          2,188
    -------     ---------        --------       --------          --------      ----------        -------
      3,058         1,152              32            (68)                2              41             (4)
         --            --              --             --                --              --             --
      3,499         1,825              92            501                --              --             --
         --            --              --             --                --              --             --
    -------     ---------        --------       --------          --------      ----------        -------
      6,557         2,977             124            433                 2              41             (4)
    -------     ---------        --------       --------          --------      ----------        -------
    $12,755        $7,253          $1,105           $724          $ 10,557         $18,775         $2,184
    -------     ---------        --------       --------          --------      ----------        -------
    -------     ---------        --------       --------          --------      ----------        -------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       34

<PAGE>
 
STATEMENT OF CHANGES IN NET ASSETS (000)
- --------------------------------------------------------------------------------
The Conestoga Funds--October 31, 1995
 
<TABLE>
<CAPTION>
                             --------------------     --------------------     -----------   ----------    --------------------
                                                             SPECIAL          INTERNATIONAL
                                    EQUITY                   EQUITY              EQUITY       BALANCED             BOND
                                     FUND                     FUND                FUND          FUND               FUND
                             --------------------     --------------------     -----------   ----------    --------------------
                              11/1/94     11/1/93      11/1/94    3/15/94**     5/15/95**     6/26/95**     11/1/94     11/1/93
                            to 10/31/95 to 10/31/94  to 10/31/95 to 10/31/94   to 10/31/95   to 10/31/95  to 10/31/95 to 10/31/94
                            ----------  ----------   ----------  ----------    -----------   ----------   ----------  ----------
<S>                         <C>         <C>          <C>         <C>          <C>            <C>          <C>         <C>
OPERATIONS:
  Net Investment Income
    (Loss)                   $   2,924   $     361     $   368     $    62       $    (5)      $   434     $   6,198    $ 1,302
  Net Realized Gain (Loss)
    on Securities and
    Foreign Currency
    Transactions                28,979       2,619       8,512          51           201           285         3,058     (1,359)
  Net Change in Unrealized
    Appreciation
    (Depreciation) of
    Investments and Foreign
    Currencies                  12,894      (1,933)      1,127        (583)          752           859         3,499     (1,239)
                              --------    --------    --------    --------     ---------      --------      --------   --------
  Increase (Decrease) in
    Net Assets Resulting
    from Operations             44,797       1,047      10,007        (470)          948         1,578        12,755     (1,296)
                              --------    --------    --------    --------     ---------      --------      --------   --------
DISTRIBUTIONS TO
  SHAREHOLDERS:
  Net Investment Income:
    Prior Class (a)*              (125)       (361)        (35)        (57)           --            --          (359)    (1,291)
    Retail Class (b)*              (53)         --          (5)         --            --            (1)          (56)        --
    Institutional Class
      (b)*                      (2,638)         --        (316)         --            --          (386)       (5,443)        --
  Net Realized Gains:
    Prior Class (a)*            (2,660)     (1,895)        (80)         --            --            --            --       (841)
                              --------    --------    --------    --------     ---------      --------      --------   --------
  Total Distributions           (5,476)     (2,256)       (436)        (57)           --          (387)       (5,858)    (2,132)
CAPITAL TRANSACTIONS (C):
  Prior Class (a)*:
    Redesignated to Retail
      Class                     (5,674)         --        (471)         --            --            --        (1,365)        --
    Redesignated to
      Institutional Class      (42,589)         --      (9,970)         --            --            --       (29,097)        --
    Proceeds from Shares
      Issued                     4,679      15,691         652      11,284            --            --         9,204      5,563
    Reinvestment of Cash
      Distributions              2,420       1,929         115          57            --            --           244      1,430
    Cost of Shares
      Repurchased               (6,294)    (11,959)        (81)       (745)           --            --        (2,665)    (7,534)
                              --------    --------    --------    --------     ---------      --------      --------   --------
  Increase (Decrease) in
    Net Assets Derived from
    Prior Class
    Transactions               (47,458)      5,661      (9,755)     10,596            --            --       (23,679)      (541)
  Retail Class (b)*:
    Redesignated from Prior
      Class                      5,674          --         471          --            --            --         1,365         --
    Proceeds from Shares
      Issued                       676          --         186          --             9            68           164         --
    Reinvestment of Cash
      Distributions                 52          --           5          --            --            --            48         --
    Cost of Shares
      Repurchased                 (948)         --         (57)         --            (1)           --          (291)        --
                              --------    --------    --------    --------     ---------      --------      --------   --------
  Increase in Net Assets
    Derived from Retail
    Class Transactions           5,454          --         605          --             8            68         1,286         --
  Institutional Class (b)*:
    Redesignated from Prior
      Class                     42,589          --       9,970          --            --            --        29,097         --
    Proceeds from Shares
      Issued                   351,837          --      46,892          --        13,282        39,740       192,154         --
    Reinvestment of Cash
      Distributions              2,568          --         316          --            --           386         5,109         --
    Cost of Shares
      Repurchased              (59,497)         --      (9,538)         --          (857)       (2,822)      (38,426)        --
                              --------    --------    --------    --------     ---------      --------      --------   --------
  Increase (Decrease) in
    Net Assets Derived from
    Institutional Class
    Transactions               337,497          --      47,640          --        12,425        37,304       187,934         --
                              --------    --------    --------    --------     ---------      --------      --------   --------
Increase (Decrease) in Net
  Assets Derived from
  Capital Transactions         295,493       5,661      38,490      10,596        12,433        37,372       165,541       (541)
                              --------    --------    --------    --------     ---------      --------      --------   --------
  Net Increase (Decrease)
    in Net Assets              334,815       4,452      48,061      10,069        13,381        38,563       172,438     (3,969)
                              --------    --------    --------    --------     ---------      --------      --------   --------
NET ASSETS:
  Beginning of Period           50,128      45,676      10,069          --            --            --        23,377     27,346
                              --------    --------    --------    --------     ---------      --------      --------   --------
  End of Period              $ 384,943   $  50,128     $58,130     $10,069       $13,381       $38,563     $ 195,815    $23,377
                              --------    --------    --------    --------     ---------      --------      --------   --------
                              --------    --------    --------    --------     ---------      --------      --------   --------
</TABLE>
 
Amounts designated as "--" are either $0 or have been rounded to $0.
*  On February 21, 1995, the shareholders of each fund ratified the
   classification of such fund's outstanding shares into Retail and
   Institutional shares.
** Commencement of operations.
(a) For the current fiscal year Prior Class figures represent activity from
    November 1, 1994 to February 21, 1995.
(b) Retail and Institutional Class figures represent activity from February 22,
    1995 through October 31, 1995.
(c) See Capital Share Transactions in the Notes to the Financial Statements.
    The accompanying notes are an integral part of the financial statements.
 
                                       35

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
        --------------------    ----------    --------------------     --------------------     --------------------    -----------
                                  SHORT-          PENNSYLVANIA
            INTERMEDIATE           TERM             TAX-FREE                   CASH                 U.S. TREASURY
               INCOME             INCOME              BOND                  MANAGEMENT               SECURITIES          TAX-FREE
                FUND               FUND               FUND                     FUND                     FUND               FUND
        --------------------    ----------    --------------------     --------------------     --------------------    -----------
         11/1/94     11/1/93     5/15/95**     11/1/94     11/1/93      11/1/94     11/1/93      11/1/94     11/1/93      11/1/94
       to 10/31/95 to 10/31/94  to 10/31/95  to 10/31/95 to 10/31/94  to 10/31/95 to 10/31/94  to 10/31/95 to 10/31/94  to 10/31/95
       ----------  ----------   ----------   ----------  ----------   ----------  ----------   ----------  ----------   ----------
       <S>         <C>          <C>          <C>         <C>          <C>         <C>          <C>         <C>          <C>
        $   4,276   $   1,036    $     981     $   291     $   354     $  10,555   $   4,692    $  18,734   $   9,637    $   2,188
            1,152        (387)          32         (68)          9             2        (220)          41          10           (4)
            1,825        (920)          92         501        (767)           --          --           --          --           --
         --------    --------     --------    --------    --------     ---------   ---------    ---------   ---------    ---------
            7,253        (271)       1,105         724        (404)       10,557       4,472       18,775       9,647        2,184
         --------    --------     --------    --------    --------     ---------   ---------    ---------   ---------    ---------
             (264)     (1,030)          --         (81)       (351)       (2,788)     (4,692)      (5,069)     (9,637)        (706)
              (50)         --           --         (25)         --          (133)         --         (586)         --          (42)
           (3,736)         --         (917)       (186)         --        (7,634)         --      (13,079)         --       (1,440)
               --        (294)          --          (9)        (42)           --          --           --          --           --
         --------    --------     --------    --------    --------     ---------   ---------    ---------   ---------    ---------
           (4,050)     (1,324)        (917)       (301)       (393)      (10,555)     (4,692)     (18,734)     (9,637)      (2,188)
           (1,398)         --           --        (684)         --        (4,185)         --         (618)         --       (2,456)
          (15,213)         --           --      (5,397)         --      (206,899)         --     (311,650)         --      (67,736)
            1,544       8,000           --         470       6,261       229,934     588,009      304,528     797,674      113,629
              179         891           --          40         175            31          34           10          17           86
           (6,352)    (10,096)          --      (1,662)     (4,513)     (159,426)   (662,501)    (317,660)   (730,256)     (98,423)
         --------    --------     --------    --------    --------     ---------   ---------    ---------   ---------    ---------
          (21,240)     (1,205)          --      (7,233)      1,923      (140,545)    (74,458)    (325,390)     67,435      (54,900)
            1,398          --           --         684          --         4,185          --          618          --        2,456
              161          --           11         168          --         1,981          --      130,272          --          330
               46          --           --          23          --           126          --           22          --           42
             (429)         --           --         (78)         --        (2,934)         --     (130,182)         --       (1,546)
         --------    --------     --------    --------    --------     ---------   ---------    ---------   ---------    ---------
            1,176          --           11         797          --         3,358          --          730          --        1,282
           15,213          --           --       5,397          --       206,899          --      311,650          --       67,736
          139,413          --       46,933       1,858          --       457,561          --    1,003,030          --      201,870
            3,580          --          917          73          --           478          --          683          --           91
          (23,119)         --      (11,979)     (1,527)         --      (430,420)         --     (870,864)         --     (209,187)
         --------    --------     --------    --------    --------     ---------   ---------    ---------   ---------    ---------
         [135,087]         --       35,871       5,801          --       234,518          --      444,499          --       60,510
         --------    --------     --------    --------    --------     ---------   ---------    ---------   ---------    ---------
          115,023      (1,205)      35,882        (634)      1,923        97,331     (74,458)     119,839      67,435        6,891
         --------    --------     --------    --------    --------     ---------   ---------    ---------   ---------    ---------
          118,226      (2,800)      36,070        (211)      1,126        97,333     (74,678)     119,880      67,445        6,887
         --------    --------     --------    --------    --------     ---------   ---------    ---------   ---------    ---------
           21,247      24,047           --       7,008       5,882       140,545     215,223      325,379     257,934       54,904
         --------    --------     --------    --------    --------     ---------   ---------    ---------   ---------    ---------
        $ 139,473   $  21,247    $  36,070     $ 6,797     $ 7,008     $ 237,878   $ 140,545    $ 445,259   $ 325,379    $  61,791
         --------    --------     --------    --------    --------     ---------   ---------    ---------   ---------    ---------
         --------    --------     --------    --------    --------     ---------   ---------    ---------   ---------    ---------
 
<CAPTION>
          TAX-FREE
            FUND
        -----------
          11/1/93
        to 10/31/94
       ------------
<S>     <C>
          $   1,197
                 --
                 --
          ---------
              1,197
          ---------
             (1,197)
                 --
                 --
                 --
          ---------
             (1,197)
                 --
                 --
            261,151
                 73
           (252,559)
          ---------
              8,665
                 --
                 --
                 --
                 --
          ---------
                 --
                 --
                 --
                 --
                 --
          ---------
                 --
          ---------
              8,665
          ---------
              8,665
          ---------
             46,239
          ---------
          $  54,904
          ---------
          ---------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.
 
                                       36

<PAGE>
 
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The Conestoga Funds--For the year ended October 31, 1995
 
For a Share Outstanding Throughout the Period
<TABLE>
<CAPTION>
                                               Net
                                           Realized and
                                            Unrealized                                                                 Net
              Net Asset                       Gains         Dividends      Distributions                              Assets
                Value          Net           (Losses)        from Net          from          Net Asset                End of
              Beginning     Investment          on          Investment       Realized        Value End      Total     Period
              of Period       Income       Investments        Income       Capital Gains     of Period     Return*    (000)
- -------------------------------------------------------------------------------------------------------------------------
<S>                         <C>            <C>              <C>            <C>               <C>           <C>       <C>
- -------------  
EQUITY FUND    
- -------------  
RETAIL         
 1995(1)       $ 15.00        $ 0.18          $ 2.87          $(0.17)         $ (0.80)        $ 17.08       21.94%   $  6,591
INSTITUTIONAL  
 1995(1)         15.00          0.19            2.87           (0.19)           (0.80)          17.07       22.00%    378,352
PRIOR CLASS    
 1994            15.39          0.11            0.22           (0.11)           (0.61)          15.00        2.21%     50,128
 1993            13.93          0.14            1.89           (0.14)           (0.43)          15.39       14.90%     45,677
 1992            13.08          0.19            1.02           (0.19)           (0.17)          13.93        9.27%     28,103
 1991             8.95          0.26            4.13           (0.26)              --           13.08       49.37%     12,830
 1990(2)         10.00          0.14           (1.05)          (0.14)              --            8.95       (9.22)%     5,982
- ----------------------
SPECIAL EQUITY FUND
- ----------------------
RETAIL         
 1995(1)       $  9.37        $ 0.12          $ 2.12          $(0.12)         $ (0.07)        $ 11.42       24.44%   $    734
INSTITUTIONAL  
 1995(1)          9.37          0.12            2.12           (0.12)           (0.07)          11.42       24.44%     57,396
PRIOR CLASS    
 1994(3)         10.00          0.06           (0.63)          (0.06)              --            9.37       (5.72)%    10,069
- ----------------------------
INTERNATIONAL EQUITY FUND
- ----------------------------
RETAIL         
 1995(4)       $ 10.00        $ (.01)         $ 1.00          $   --          $    --         $ 10.99        9.90%   $      9
INSTITUTIONAL  
 1995(4)         10.00            --            1.01              --               --           11.01       10.10%     13,372
- ----------------
BALANCED FUND  
- ----------------
RETAIL         
 1995(5)       $  9.97        $ 0.11          $ 0.42          $(0.11)         $    --         $ 10.39        5.27%   $     69
INSTITUTIONAL  
 1995(6)         10.00          0.12            0.37           (0.11)              --           10.38        4.89%     38,494
- ------------   
BOND FUND      
- ------------   
RETAIL         
 1995(1)       $  9.81        $ 0.60          $ 0.72          $(0.57)         $    --         $ 10.56       13.83%   $  1,373
INSTITUTIONAL  
 1995(1)          9.81          0.61            0.71           (0.58)              --           10.55       13.87%    194,442
PRIOR CLASS    
 1994            11.18          0.53           (1.04)          (0.52)           (0.34)           9.81       (4.75)%    23,377
 1993            10.89          0.56            0.54           (0.56)           (0.25)          11.18       10.63%     27,346
 1992            10.65          0.70            0.32           (0.68)           (0.10)          10.89        9.82%     15,180
 1991             9.96          0.78            0.69           (0.78)              --           10.65       15.16%      7,255
 1990(2)         10.00          0.50           (0.04)          (0.50)              --            9.96        4.64%      4,593
- -----------------------------
INTERMEDIATE INCOME FUND
- -----------------------------
RETAIL         
 1995(1)       $ 10.27        $ 0.55          $ 0.44          $(0.54)         $    --         $ 10.72        9.90%   $  1,230
INSTITUTIONAL  
 1995(1)         10.27          0.57            0.42           (0.55)              --           10.71        9.92%    138,243
PRIOR CLASS    
 1994            11.01          0.50           (0.61)          (0.49)           (0.14)          10.27       (0.97)%    21,247
 1993            10.87          0.53            0.21           (0.53)           (0.07)          11.01        6.99%     24,047
 1992            10.61          0.65            0.29           (0.64)           (0.04)          10.87        9.11%     16,718
 1991            10.12          0.77            0.50           (0.77)           (0.01)          10.61       12.94%      7,116
 1990(2)         10.00          0.48            0.12           (0.48)              --           10.12        6.10%      3,986
- ----------------------------
SHORT-TERM INCOME FUND
- ----------------------------
RETAIL         
 1995(7)       $ 10.01        $ 0.23          $ 0.02          $(0.22)         $    --         $ 10.04        2.57%   $     11
INSTITUTIONAL  
 1995(4)         10.00          0.25            0.03           (0.23)              --           10.05        2.87%     36,059
 
 



<CAPTION>
                                                                 Ratio of
                            Ratio of        of Expenses           Income
                              Net           to Average          to Average
             Ratio of      Investment       Net Assets          Net Assets
             Expenses        Income         (Excluding          (Excluding        Portfolio
            to Average     to Average       Waivers and         Waivers and       Turnover
            Net Assets     Net Assets     Reimbursements)     Reimbursements)       Rate
- ---------------------------------------------------------------------------------------------
<S>                        <C>            <C>                 <C>                 <C>
- -------------  
EQUITY FUND    
- -------------  
RETAIL         
 1995(1)       1.34%           1.23%            1.53%               1.04%             119%
INSTITUTIONAL  
 1995(1)       1.05%           1.44%            1.10%               1.44%             119%
PRIOR CLASS    
 1994          1.49%           0.75%            1.51%               0.73%              35%
 1993          1.20%           0.94%            1.41%               0.73%              24%
 1992          0.92%           1.47%            1.23%               1.17%              39%
 1991          0.54%           2.30%            1.48%               1.36%              68%
 1990(2)       0.65%           2.29%            1.59%               1.35%              43%
- ----------------------
SPECIAL EQUITY FUND
- ----------------------
RETAIL         
 1995(1)       0.27%           1.29%            2.24%              (0.68)%            129%
INSTITUTIONAL  
 1995(1)       0.32%           1.14%            1.97%              (0.51)%            129%
PRIOR CLASS    
 1994(3)       0.15%           1.06%            2.10%              (0.89)%             39%
- ----------------------------
INTERNATIONAL EQUITY FUND
- ----------------------------
RETAIL         
 1995(4)       2.13%           (.69)%           2.26%               (.83)%             23%
INSTITUTIONAL  
 1995(4)       1.88%          (0.10)%           1.88%              (0.10)%             23%
- ---------------
BALANCED FUND  
- ---------------
RETAIL         
 1995(5)       1.07%           3.37%            1.32%               3.12%              65%
INSTITUTIONAL  
 1995(6)       0.82%           3.66%            1.07%               3.41%              65%
- ------------   
BOND FUND      
- ------------   
RETAIL         
 1995(1)       0.97%           6.02%            1.44%               5.55%             352%
INSTITUTIONAL  
 1995(1)       0.71%           6.09%            1.12%               5.68%             352%
PRIOR CLASS    
 1994          1.01%           5.07%            1.60%               4.48%             232%
 1993          0.88%           5.16%            1.49%               4.55%             158%
 1992          0.46%           6.78%            1.24%               6.01%              99%
 1991          0.47%           7.71%            1.41%               6.78%              47%
 1990(2)       0.68%           7.75%            1.62%               6.81%              23%
- -----------------------------
INTERMEDIATE INCOME FUND
- -----------------------------
RETAIL         
 1995(1)       0.93%           5.47%            1.51%               4.89%             260%
INSTITUTIONAL  
 1995(1)       0.64%           5.72%            1.15%               5.21%             260%
PRIOR CLASS    
 1994          0.90%           4.66%            1.64%               3.92%             170%
 1993          0.78%           4.89%            1.50%               4.17%              90%
 1992          0.47%           6.31%            1.24%               5.57%              53%
 1991          0.40%           7.69%            1.34%               6.76%              33%
 1990(2)       0.75%           7.42%            1.69%               6.48%              39%
- ----------------------------
SHORT-TERM INCOME FUND
- ----------------------------
RETAIL         
 1995(7)       0.88%           5.05%            1.33%               4.60%              40%
INSTITUTIONAL  
 1995(4)       0.63%           5.43%            1.08%               4.98%              40%
</TABLE>
 
                                       37

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                               Net
                                           Realized and
                                            Unrealized                                                                 Net
              Net Asset                       Gains         Dividends      Distributions                              Assets
                Value          Net           (Losses)        from Net          from          Net Asset                End of
              Beginning     Investment          on          Investment       Realized        Value End      Total     Period
              of Period       Income       Investments        Income       Capital Gains     of Period     Return*    (000)
- -------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>            <C>               <C>           <C>       <C>
- --------------------------------------
PENNSYLVANIA TAX-FREE BOND FUND
- --------------------------------------
RETAIL         
 1995(1)       $  9.56        $ 0.47          $ 0.67          $(0.46)         $ (0.01)        $ 10.23       12.30%   $    820
INSTITUTIONAL  
 1995(1)          9.56          0.47            0.67           (0.46)           (0.01)          10.23       12.30%      5,977
PRIOR CLASS    
 1994            10.48          0.46           (0.85)          (0.46)           (0.07)           9.56       (3.90)%     7,008
 1993             9.77          0.45            0.70           (0.44)              --           10.48       11.94%      5,883
 1992(8)         10.00            --           (0.23)             --               --            9.77       (2.28)%     3,405
- --------------------------
CASH MANAGEMENT FUND
- --------------------------
RETAIL         
 1995(1)       $  1.00        $ 0.05          $   --          $(0.05)         $    --         $  1.00        5.25%   $  3,358
INSTITUTIONAL  
 1995(1)          1.00          0.05              --           (0.05)              --            1.00        5.43%    234,520
PRIOR CLASS    
 1994             1.00          0.03           (0.03)             --               --            1.00        3.41%    140,545
 1993             1.00          0.03           (0.03)             --               --            1.00        2.80%    215,223
 1992             1.00          0.04           (0.04)             --               --            1.00        3.79%    113,096
 1991             1.00          0.06           (0.06)             --               --            1.00        6.22%    151,166
 1990(9)          1.00          0.07           (0.07)             --               --            1.00        7.59%     39,061
- ---------------------------------
U.S. TREASURY SECURITIES FUND
- ---------------------------------
RETAIL         
 1995(1)       $  1.00        $ 0.05          $   --          $(0.05)         $    --         $  1.00        5.16%   $    730
INSTITUTIONAL  
 1995(1)          1.00          0.05              --           (0.05)              --            1.00        5.27%    444,529
PRIOR CLASS    
 1994             1.00          0.03           (0.03)             --               --            1.00        3.07%    325,379
 1993             1.00          0.03           (0.03)             --               --            1.00        2.57%    257,934
 1992             1.00          0.04           (0.04)             --               --            1.00        3.64%    340,904
 1991             1.00          0.06           (0.06)             --               --            1.00        5.96%    341,931
 1990(9)          1.00          0.07           (0.07)             --               --            1.00        7.44%    106,771
- ----------------
TAX-FREE FUND  
- ----------------
RETAIL         
 1995(1)       $  1.00        $ 0.03          $   --          $(0.03)         $    --         $  1.00        3.39%   $  1,282
INSTITUTIONAL  
 1995(1)          1.00          0.03              --           (0.03)              --            1.00        3.43%     60,509
PRIOR CLASS    
 1994             1.00          0.02           (0.02)             --               --            1.00        2.21%     54,904
 1993             1.00          0.02           (0.02)             --               --            1.00        1.97%     46,239
 1992             1.00          0.03           (0.03)             --               --            1.00        2.88%     46,295
 1991             1.00          0.04           (0.04)             --               --            1.00        4.44%     45,647
 1990(9)          1.00          0.05           (0.05)             --               --            1.00        5.31%     24,167
 
<CAPTION>
                                                                 Ratio of
                            Ratio of        of Expenses           Income
                              Net           to Average          to Average
             Ratio of      Investment       Net Assets          Net Assets
             Expenses        Income         (Excluding          (Excluding        Portfolio
            to Average     to Average       Waivers and         Waivers and       Turnover
            Net Assets     Net Assets     Reimbursements)     Reimbursements)       Rate
- ---------------------------------------------------------------------------------------------
<S>                                       <C>                 <C>                 <C>
- --------------------------------------
PENNSYLVANIA TAX-FREE BOND FUND
- --------------------------------------
RETAIL         
 1995(1)       0.51%           4.64%            1.62%               3.53%              15%
INSTITUTIONAL  
 1995(1)       0.51%           4.64%            1.65%               3.50%              15%
PRIOR CLASS    
 1994          0.38%           4.61%            1.57%               3.42%              37%
 1993          0.51%           4.35%            1.63%               3.23%              50%
 1992(8)       2.67%           0.52%            3.41%              (0.22)%             31%
- --------------------------
CASH MANAGEMENT FUND
- --------------------------
RETAIL         
 1995(1)       0.74%           5.16%            0.97%               4.93%             N/A
INSTITUTIONAL  
 1995(1)       0.56%           5.32%            0.79%               5.09%             N/A
PRIOR CLASS    
 1994          0.71%           3.32%            0.99%               3.05%             N/A
 1993          0.65%           2.75%            0.87%               2.53%             N/A
 1992          0.48%           3.76%            0.70%               3.55%             N/A
 1991          0.49%           5.84%            0.79%               5.54%             N/A
 1990(9)       0.42%           7.95%            0.75%               7.62%             N/A
- ---------------------------------
U.S. TREASURY SECURITIES FUND
- ---------------------------------
RETAIL         
 1995(1)       0.73%           5.26%            0.79%               5.20%             N/A
INSTITUTIONAL  
 1995(1)       0.62%           5.14%            0.78%               4.98%             N/A
PRIOR CLASS    
 1994          0.72%           3.03%            0.97%               2.78%             N/A
 1993          0.66%           2.55%            0.87%               2.33%             N/A
 1992          0.46%           3.65%            0.69%               3.44%             N/A
 1991          0.51%           5.61%            0.79%               5.32%             N/A
 1990(9)       0.38%           7.73%            0.79%               7.32%             N/A
- ----------------
TAX-FREE FUND  
- ----------------
RETAIL         
 1995(1)       0.48%           3.35%            0.88%               2.95%             N/A
INSTITUTIONAL  
 1995(1)       0.46%           3.37%            0.83%               3.00%             N/A
PRIOR CLASS    
 1994          0.37%           2.22%            1.05%               1.53%             N/A
 1993          0.45%           1.95%            0.96%               1.44%             N/A
 1992          0.33%           2.83%            0.73%               2.45%             N/A
 1991          0.43%           4.37%            0.87%               3.93%             N/A
 1990(9)       0.31%           5.57%            0.91%               4.97%             N/A
</TABLE>
 
 * Total Return figures do not reflect applicable sales loads.
(1) On February 21, 1995 the shares of the Fund were redesignated as either
    Retail or Institutional shares. For the year ended October 31, 1995, the
    Financial Highlights' ratios of expenses, ratios of net investment income,
    total return, and the per share investment activities and distributions are
    presented on a basis whereby the Fund's net investment income, expenses, and
    distributions for the period November 1, 1994 through February 20, 1995 were
    allocated to each class of shares based upon the relative net assets of each
    class of shares as of February 21, 1995 and the results combined therewith
    the results of operations and distributions for each applicable class for
    the period February 21, 1995 through October 31, 1995.
(2) Commenced operations on February 28, 1990. All ratios for the period have
    been annualized.
(3) Commenced operations on March 15, 1994. All ratios for the period have been
    annualized.
(4) Commenced operations on May 15, 1995. All ratios for the period have been
    annualized.
(5) Commenced operations on June 29, 1995. All ratios for the period have been
    annualized.
(6) Commenced operations on June 26, 1995. All ratios for the period have been
    annualized.
(7) Commenced operations on May 17, 1995. All ratios for the period have been
    annualized.
(8) Commenced operations on September 21, 1992. All ratios for the period have
    been annualized.
(9) Commenced operations on November 27, 1989. All ratios for the period have
    been annualized.
 
     The accompanying notes are an integral part of the financial statements.
 
                                       38

<PAGE>
 
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The Conestoga Funds--October 31, 1995
 
1.  Organization:
 
The Conestoga Family of Funds (the "Company") was organized as a Massachusetts
business trust under a Declaration of Trust dated August 1, 1989. The Company is
registered under the Investment Company Act of 1940, as amended, as an open-end
management investment company with eleven funds: the U.S. Treasury Securities
Fund, the Cash Management Fund, the Tax-Free Fund (collectively "the Money
Market Funds"), the Intermediate Income Fund, the Bond Fund, the Pennsylvania
Tax-Free Bond Fund, the Short-Term Income Fund (collectively "the Fixed Income
Funds"), the Equity Fund, the Special Equity Fund, the International Equity Fund
(collectively "the Equity Funds") and the Balanced Fund. The assets of each Fund
are segregated, and a shareholder's interest is limited to the Fund in which
shares are held. The Company currently offers two classes of shares in each
Fund: Institutional and Retail. Each Fund is authorized to issue an unlimited
number of shares of either class which are units of beneficial interest with a
par value of $0.001 per share. The Institutional and Retail Shares of each Fund
are subject to the same expenses except that Institutional Shares are not
subject to a distribution fee, and the Institutional Shares of the Fixed Income
and Equity Funds are not sold with a sales charge.
 
2.  Significant Accounting Policies:
 
The following is a summary of significant accounting policies followed by the
Company. These policies are
in conformity with generally accepted accounting principles.
     Security Valuation--Investments in equity securities which are traded on a
national securities exchange (or reported on the NASDAQ national market system)
are stated at the last quoted sales price--if readily available for such equity
securities--on each business day. If there is no such reported sale, these
securities, and unlisted securities for which market quotations are readily
available, are valued at the most recently quoted bid price.
     Debt obligations exceeding 60 days to maturity for which market quotations
are readily available are valued at the most recently quoted bid price. Debt
obligations with 60 days or less until maturity may be valued either at the most
recently quoted bid price or at their amortized cost.
     Investment securities held by the Money Market Funds are stated at
amortized cost which approximates market value. Under the amortized cost method,
any discount or premium is amortized ratably to the maturity of the security and
is included in interest income.
     Foreign securities in the International Equity Fund are valued based upon
quotations from the primary market in which they are traded.
     Federal Income Taxes--It is each Fund's intention to qualify as a regulated
investment company by complying with the appropriate provisions of the Internal
Revenue Code of 1986, as amended. Accordingly, no provisions for Federal income
taxes are required in the accompanying financial statements.
     Security Transactions and Investment Income--
Security transactions are accounted for on the trade date of the security
purchase or sale. Dividend income is recognized on ex-dividend date, and
interest income is recognized on an accrual basis and includes the pro rata
amortization of premium or accretion of discount. The cost used in determining
net realized capital gains and losses on the sale of securities are those of the
specific securities sold, adjusted for the accretion and amortization of
purchase discounts and premiums during the applicable holding period. Purchase
discounts and premiums on securities held by the Equity and Fixed Income Funds
are accreted and amortized to maturity using the scientific amortization method,
which approximates the effective interest method.
     Repurchase Agreements--Securities pledged as collateral for repurchase
agreements are held at a custodian bank in the name of the Fund until the
repurchase agreements mature. Provisions of the repurchase agreements ensure
that the market value of the collateral, including accrued interest thereon, is
sufficient in the event of default of the counterparty. If the counterparty
defaults and the value of the collateral declines or if the counterparty enters
an insolvency proceeding, realization of the collateral by the Funds may be
delayed or limited.
     Net Asset Value Per Share--The net asset value per share of each class of
each Fund is calculated on each business day. In general, it is computed by
dividing the assets of each class of each Fund, less its liabilities, by the
number of outstanding shares of the respective class of the Fund. The maximum
offering price per share for Retail Shares of the Equity and Fixed Income Funds
is
 
                                       39

<PAGE>
 
- --------------------------------------------------------------------------------
 
equal to the net asset value per share plus a sales load of 2.00%. The offering
price per share for the Institutional Shares of the Equity and Fixed Income
Funds is the net asset value per share. The offering price for Institutional and
Retail Shares of the Money Market Funds is the amortized cost per share, which
approximates net asset value per share.
     Foreign Currency Translation--The books and records of the International
Equity Fund are maintained in U.S. dollars on the following basis:
      (I) market value of investment securities, assets and liabilities at the
          current rate of exchange; and
     (II) purchases and sales of investment securities, income and expenses at
          the relevant rates of exchange prevailing on the respective dates of
          such transactions.
     The International Equity Fund does not isolate that portion of gains and
losses on investments in equity securities which is due to changes in the
foreign exchange rates from that which is due to changes in market prices of
equity securities.
     The International Equity Fund reports certain foreign currency related
transactions as components of realized gains for financial reporting purposes,
whereas such components are treated as ordinary income for Federal income tax
purposes.
     Forward Foreign Currency Contracts--The International Equity Fund enters
into forward foreign currency contracts as hedges against either specific
transactions or Fund positions. All commitments are "marked-to-market" daily at
the applicable foreign exchange rate and any resulting unrealized gains or
losses are recorded currently. The International Equity Fund realizes gains or
losses at the time the forward contracts are extinguished. Unrealized gains or
losses on outstanding positions in forward foreign currency contracts held at
the close of the year will be recognized as ordinary income or loss for Federal
income tax purposes.
     Maturity Dates--Certain variable rate and floating rate securities are
subject to "maturity shortening" devices such as put or demand features. Under
Rule 2a-7 of the Investment Company Act of 1940 (the "1940 Act"), as amended,
these securities are deemed to have maturities shorter than the ultimate
maturity dates. Accordingly, the maturity dates reflected in the Statement of
Net Assets are the shorter of the effective demand/put date or the ultimate
maturity date.
     Classes--Class-specific expenses are borne by that class. Other expenses,
income, and realized and unrealized gains and losses are allocated to their
respective classes on the basis of relative daily net assets.
     Other--Distributions from net investment income for the Equity and Fixed
Income Funds are declared and paid to shareholders on a periodic basis.
Distributions from net investment income for the Money Market Funds are declared
daily and paid to shareholders monthly. Any net realized capital gains are
distributed to shareholders at least annually.
 
3.  Administration and Distribution Agreements:
 
The Company and SEI Financial Management Corporation (the "Administrator") are
parties to an administration agreement (the "Administration Agreement") dated
May 1, 1995. Under the terms of the Administration Agreement the Administrator
is entitled to a fee calculated daily and paid monthly at an annual rate of .17%
of the average daily net assets of each Fund. Prior to May 1, 1995, The Winsbury
Company ("Winsbury") served as the Administrator to the Company and was entitled
to a fee calculated daily and paid monthly at the annual rate of .20% of the
average daily net assets of each Fund.
     The Company has adopted a distribution and services plan (the "Distribution
Plan") applicable to the Retail Shares pursuant to rule 12b-1 under the 1940
Act. As provided in the Distribution Plan, each Fund is authorized to pay the
distributor a fee for distribution services in an amount not to exceed on an
annual basis .40% of the average daily net assets of the Retail Shares of the
Funds. The Company and SEI Financial Services Company (the "Distributor"), a
wholly-owned subsidiary of SEI Corporation and a registered broker-dealer, are
parties to a distribution agreement (the "Distribution Agreement") dated May 1,
1995. Under the terms of the Distribution Agreement, the Distributor receives no
fees for its Institutional Shares distribution services, and is entitled to
receive fees as set forth in the Distribution Plan for services performed and
expenses assumed under the Distribution Agreement as to the Retail Shares of the
Funds. Prior to May 1, 1995 Winsbury served as Distributor to the Company and
was entitled to receive commissions earned on sales of shares of the Equity and
 
                                       40

<PAGE>
 
NOTES TO FINANCIAL STATEMENTS -- continued
- --------------------------------------------------------------------------------
The Conestoga Funds--October 31, 1995
 
Fixed Income Funds. For the six months ended April 30, 1995, Winsbury received
$7,736 from commissions earned on sales of shares of the Equity and Fixed Income
Funds, of which $261 was reallowed to Meridian Securities Inc., an affiliate of
Meridian Bancorp, and an investment dealer of the Funds.
 
4.  Investment Advisory Agreements:
 
Investment advisory services are provided to the Company by Meridian Investment
Company (the "Investment Advisor"), a subsidiary of Meridian Bancorp, Inc. Under
the terms of the investment advisory agreements, the Investment Advisor is
entitled to receive a fee from the Fund, computed daily and paid monthly, at an
annual rate equal to the lesser of (a) (i) .40% of the average daily net assets
of each of the Cash Management, Tax-Free and U.S. Treasury Securities Funds,
(ii) .74% of the average daily net assets of each of the Equity, Bond,
Intermediate Income, Pennsylvania Tax-Free Bond, and Short-Term Income Funds,
(iii) .75% of the average daily net assets of the Balanced Fund, (iv) 1.00% of
the average daily net assets of the International Equity Fund, and (v) 1.50% of
the average daily net assets of the Special Equity Fund, or (b) such fee as
agreed upon in writing by a Fund and the Investment Advisor in advance of the
period to which the fee relates.
     Pursuant to the Company's investment advisory agreement for the
International Equity Fund, the Investment Advisor has retained Marvin & Palmer
Associates, Inc. ("Marvin & Palmer") as Sub-Advisor to such Fund pursuant to a
Sub-Investment Advisory Agreement. For its services under such Sub-Investment
Advisory Agreement, Marvin & Palmer is paid a monthly fee by Meridian calculated
on an annual basis equal to .75% of the first $100 million of the International
Equity Fund's average daily net assets, .70% of the second $100 million of the
International Equity Fund's average daily net assets, .65% of the third $100
million of the International Equity Fund's average daily net assets, and .60% of
the International Equity Fund's average daily net assets in excess of $300
million.

5.  Organizational Costs and
Transactions with Affiliates:
 
Organizational costs have been capitalized by the Company and are being, or
were, amortized on a straight line basis over a maximum of sixty months
following commencement of operations. In the event any of the initial shares of
the Company are redeemed by any holder thereof during the period that the
Company is amortizing its organizational costs, the redemption proceeds payable
to the holder thereof by the Company will be reduced by the unamortized
organizational cost in the same ratio as the number of initial shares being
redeemed bears to the number of initial shares outstanding at the time of
redemption.
     Certain officers of the Company are also officers of the Administrator
and/or SEI Financial Services Company (the "Distributor"). Such officers are
paid no fees by the Company for serving as officers of the Company.
 
6.  Investment Transactions:
 
The cost of security purchases and the proceeds from security sales, excluding
short-term investments, for the year ended October 31, 1995 were as follows:
 
<TABLE>
<CAPTION>
                                           U.S. Govt.
                    Purchases    Sales     Purchases    U.S. Govt. Sales
                      (000)      (000)       (000)           (000)
                     -------    -------     -------        ----------
<S>                 <C>         <C>        <C>          <C>
Equity              $ 228,276   $229,329           --             --
Special Equity         38,281     39,567           --             --
International Equity    14,651     2,343           --             --
Balanced               52,677     20,147           --             --
Bond                  255,196    251,397    $ 163,069       $182,327
Intermediate Income   140,542    138,144      101,752        100,103
Short-Term Income      20,442      7,585       16,637          5,479
Pennsylvania
  Tax-Free Bond           897      1,865           --             --
</TABLE>
 
     At October 31, 1995, the total cost of securities and net realized gains or
losses on securities sold for Federal income tax purposes was not materially
different from amounts reported for financial reporting purposes. The aggregate
gross unrealized appreciation and depreciation for securities held by the Equity
 
                                       41

<PAGE>
 
- --------------------------------------------------------------------------------
 
and Fixed Income Funds at October 31, 1995 were as follows:
 
<TABLE>
<CAPTION>
                                                                Net
                                                            Unrealized
                             Appreciated    Depreciated    Appreciation--
                             Securities     Securities     (Depreciation)
                                (000)          (000)           (000)
                               -------        -------        ---------
<S>                          <C>            <C>            <C>
Equity                         $28,816        $12,474         $16,342
Special Equity                   5,315          4,771             544
International Equity             1,081            374             707
Balanced                         1,218            359             859
Bond                             2,765            192           2,573
Intermediate Income              1,472             73           1,399
Short-Term Income                   94              2              92
Pennsylvania Tax-Free Bond          89             77              12
</TABLE>
 
     At October 31, 1995 the following Funds had available realized capital
losses to offset future net capital gains in the amounts shown as follows:
 
<TABLE>
<CAPTION>
                     Capital Loss Carryover
Fund                    October 31, 1995       Expiring 2002    Expiring 2003
- ---                      --------------          --------         --------
<S>                  <C>                       <C>              <C>
International Equity        $ 21,098             $      --         $21,098
Pennsylvania
  Tax-Free Bond               68,029                    --          68,029
Cash Management              217,837               217,837              --
Tax-Free                       3,824                    --           3,824
</TABLE>
 
     The Bond Fund utilized its entire capital loss carryforward balance of
$1,283,474 which was carried over from the previous year.
     The Cash Management Fund utilized $2,310 of its capital loss carryforward
balance during the year.
     The Intermediate Income Fund utilized its entire capital loss carryforward
balance of $383,000 which was carried over from the previous year.

7.  Forward Foreign Currency Contracts:
 
The International Equity Fund may enter into forward foreign currency exchange
contracts as hedges against fund positions. Such contracts, which may protect
the value of the Fund's investment securities against a decline in the value of
currency, do not eliminate fluctuations in the underlying prices of the
securities. They simply establish an exchange rate at a future date. Also,
although such contracts tend to minimize the risk of loss due to a decline in
the value of a hedged currency, at the same time they tend to limit any
potential gain that might be realized should the value of such foreign currency
increase.
     The following forward foreign currency contracts
in the International Equity Fund were outstanding at
October 31, 1995:
 
<TABLE>
<CAPTION>
                                                                   Net Unrealized
                                        Contracts to  In Exchange  Appreciation/
                  Settlement             Deliver FX      For $      Depreciation
                     Date     Currency     (000)         (000)         (000)
                   -------     -----      -------       -------      ---------
<S>               <C>         <C>       <C>           <C>          <C>
Foreign Currency    11/30/95   UK              450      $   709         $ --
Sales               11/30/95   JY          191,660        1,930           46
                    11/02/95   JY            3,209           31           --
                    11/02/95   SK              139           21           --
                                                      -----------        ---
                                                        $ 2,691         $ 46
                                                      -----------        ---
Foreign Currency    11/02/95   JY            2,927      $    29         $ --
Purchases           11/02/95   JY            2,237           22           --
                                                      -----------        ---
                                                        $    51         $ --
                                                      -----------        ---
                                                                        $ 46
                                                                   ==========
</TABLE>
 
Currency Legend
 
JY      Japanese Yen
SK      Swedish Krona
UK      British Sterling Pound
 
                                       42

<PAGE>
 
NOTES TO FINANCIAL STATEMENTS -- continued
- --------------------------------------------------------------------------------
The Conestoga Funds--October 31, 1995
 
8.  Share Transactions:
 
<TABLE>
<CAPTION>
                             Special  International                     Intermediate
                     Equity  Equity      Equity      Balanced   Bond       Income
                      Fund    Fund        Fund         Fund     Fund        Fund
                      ----    ----       -------      -----     -----     -------
<S>                  <C>     <C>      <C>            <C>       <C>      <C>
PERIOD FROM
NOVEMBER 1, 1994
THROUGH
FEBRUARY 21, 1995:
Exchange out to
 Retail Class          (401)     (52)        --           --      (138)       (136)
Exchange out to
 Institutional Class (3,007)  (1,099)        --           --    (2,935)     (1,478)
Shares issued           331       73         --           --       938         151
Shares issued in
 lieu of cash
 distributions          180       13         --           --        25          18
Shares repurchased     (446)      (9)        --           --      (273)       (625)
                     ------   ------      -----        -----    ------      ------
Net Decrease         (3,343)  (1,074)        --           --    (2,383)     (2,070)
                     ======   ======      =====        =====    ======      ======
PERIOD FROM
FEBRUARY 22, 1995
THROUGH
OCTOBER 31, 1995:
RETAIL CLASS:
Exchange in from
 previous class         401       52         --           --       138         136
Shares issued            41       17          1            7        15          15
Shares issued in
 lieu of cash
 distributions            3       --         --           --         5           4
Shares repurchased      (59)      (5)        --           --       (28)        (40)
                     ------   ------      -----        -----    ------      ------
Net Increase            386       64          1            7       130         115
                     ======   ======      =====        =====    ======      ======
INSTITUTIONAL CLASS:
Exchange in from
 previous class       3,007    1,099         --           --     2,935       1,478
Shares issued        22,654    4,786      1,291        3,945    18,682      13,274
Shares issued in
 lieu of cash
 distributions          151       28         --           37       491         338
Shares repurchased   (3,652)    (886)       (76)        (275)   (3,686)     (2,180)
                     ------   ------      -----        -----    ------      ------
Increase in net
 assets derived from
 Institutional
 transactions        22,160    5,027      1,215        3,707    18,422      12,910
                     ======   ======      =====        =====    ======      ======
</TABLE>
 
<TABLE>
<CAPTION>
                                Pennsylvania
                    Short-Term    Tax-Free       Cash     U.S. Treasury
                      Income        Bond      Management   Securities    Tax-Free
                       Fund         Fund         Fund         Fund         Fund
                      ------      --------     -------      --------      ------
<S>                 <C>         <C>           <C>         <C>            <C>
PERIOD FROM
NOVEMBER 1, 1994
THROUGH
FEBRUARY 21, 1995:
Exchange out to
 Retail Class             --         (69)        (4,188)         (618)     (2,456)
Exchange out to
 Institutional
 Class                    --        (543)      (207,034)     (311,574)    (67,719)
Shares issued             --          49        229,934       304,528     113,629
Shares issued in lieu
 of cash distributions    --           4             31            10          86
Shares repurchased        --        (174)      (159,426)     (317,660)    (98,423)
                          --
                                    ----       --------      --------     -------
Net Decrease              --        (733)      (140,683)     (325,314)    (54,883)
                          ==        ====       ========      ========     =======
PERIOD FROM
FEBRUARY 22, 1995
THROUGH OCTOBER 31,
1995:
RETAIL CLASS:
Exchange in from
 previous class           --          69          4,188           618       2,456
Shares issued              1          16          1,981       130,272         332
Shares issued in lieu
 of cash distributions    --           2            126            22          42
Shares repurchased        --          (7)        (2,934)     (130,182)     (1,548)
                          --
                                    ----       --------      --------     -------
Net Increase               1          80          3,361           730       1,282
                          ==        ====       ========      ========     =======
INSTITUTIONAL CLASS:
Exchange in from
 previous class           --         543        207,034       311,574      67,719
Shares issued          4,689         185        457,561     1,003,029     201,868
Shares issued in lieu
 of cash distributions    91           7            479           683          91
Shares repurchased    (1,192)       (151)      (430,420)     (870,863)   (209,186)
                          --
                                    ----       --------      --------     -------
Net Increase           3,588         584        234,654       444,423      60,492
                          ==        ====       ========      ========     =======
</TABLE>
 
                                       43

<PAGE>
 
- --------------------------------------------------------------------------------
 
9.  Shareholder Voting Results:
 
A special meeting of shareholders was held on January 9, 1995 (reconvened
January 12, 1995, January 13, 1995 and February 10, 1995) for the Company to
vote on the following proposals (i) the election of a Board of seven (7)
trustees (Dominic S. Genuardi, Sr., Steven I. Gross, J. David Huber, Robert C.
Kingston, Dale E. Smith, Thomas J. Taylor and William J. Tomko); (ii) the
ratification of the selection of Coopers & Lybrand, L.L.P. as independent
accountants for the Company for the fiscal year ending October 31, 1995; (iii)
the approval of the adoption of a new Distribution and Services Plan with
respect to the Retail Shares of each of the Company's existing Funds (the U.S.
Treasury Securities Fund, the Cash Management Fund, the Tax-Free Fund, the
Intermediate Income Fund, the Bond Fund, the Equity Fund, the Pennsylvania
Tax-Free Bond Fund and the Special Equity Fund), pursuant to Rule 12b-1 under
the Investment Company Act of 1940; (iv) with respect to the Bond Fund only, the
approval of a change in the fundamental investment objective of the Fund; and
(v) with respect to the Intermediate Income Fund only, the approval of a change
in the fundamental investment objective of the Fund. The following were the
results of the vote (Unaudited):
 
MEETING OF SHAREHOLDERS
JANUARY 9, 1995
 
<TABLE>
<CAPTION>
      Proposal 3       Cash Management   Tax-Free   Special Equity
- ---------------------- ---------------  ----------  --------------
<S>                    <C>              <C>             <C>             
For...................    81,862,297    30,681,945       934,540
Against...............     3,217,557       634,459         1,368
Abstentions...........     8,118,366     1,444,175          none
</TABLE>
 
RECONVENED
JANUARY 13, 1995
 
<TABLE>
<CAPTION>
       Proposal 1         In Favor     Withheld
- ------------------------ -----------  -----------
<S>                      <C>          <C>        
Dominic S. Genuardi,
 Sr..................... 347,299,332   23,395,703
Steven I. Gross......... 347,159,952   23,535,083
J. David Huber.......... 347,283,622   23,411,413
Robert C. Kingston...... 346,762,700   23,932,336
Dale E. Smith........... 347,304,576   23,390,459
Thomas J. Taylor........ 347,283,622   23,411,413
William J. Tomko........ 347,283,622   23,411,413
</TABLE>
 
<TABLE>
<CAPTION>
       Proposal 2
- -------------------------
<S>                       <C>          
COOPERS & LYBRAND, L.L.P.
For...................... 330,010,191
Against..................  16,943,555
Abstentions..............  23,741,287
</TABLE>
 
<TABLE>
<CAPTION>
      Proposal 3       Intermediate Income    Bond         Equity      PA Tax-Free
- ---------------------- -------------------  ---------  --------------  -----------
<S>                    <C>                  <C>        <C>             <C>
For...................      1,107,049       1,110,841     1,343,747      369,400
Against...............          5,266          54,399       366,865       10,079
Abstentions...........          9,098          39,677       102,000       47,478
</TABLE>
 
<TABLE>
<CAPTION>
        Proposal 4           Bond
- -------------------------- ---------
<S>                        <C>        
For....................... 1,138,236
Against...................    29,140
Abstentions...............    37,540
</TABLE>
 
<TABLE>
<CAPTION>
     Proposal 5      Intermediate Income
- -------------------- -------------------
<S>                  <C>                  
For.................      1,107,122
Against.............          5,722
Abstentions.........          8,568
</TABLE>
 
RECONVENED
FEBRUARY 10, 1995
 
<TABLE>
<CAPTION>
                       U.S. Treasury
   Proposal 3            Securities
- ----------------- ------------------------
<S>               <C>                       
For..............        178,314,048
Against..........          3,692,885
Abstentions......         50,897,923
</TABLE>
 
                                       44

<PAGE>
 
                 NOTICE TO SHAREHOLDERS OF THE CONESTOGA FUNDS
 
For shareholders that do not have an October 31, 1995 taxable year end, this
notice is for informational purposes only. For shareholders with an October 31,
1995 taxable year end, please consult your tax advisor as to the pertinence of
this notice.
 
For the fiscal year ended October 31, 1995 the portfolios of The Conestoga Funds
are designating long term capital gains and qualifying dividend income with
regard to distributions paid during the year as follows:
 
<TABLE>
<CAPTION>
                                                   (A)                       (B)
                                                LONG TERM                 ORDINARY
                                              CAPITAL GAINS                INCOME                     TOTAL
                                              DISTRIBUTIONS             DISTRIBUTIONS             DISTRIBUTIONS
               FUND                            (TAX BASIS)               (TAX BASIS)               (TAX BASIS)
- ----------------------------------            -------------             -------------             -------------
<S>                                           <C>                       <C>                       <C>
Equity                                             37%                        63%                      100%
Special Equity                                      0%                       100%                      100%
International Equity                                0%                       100%                      100%
Balanced                                            0%                       100%                      100%
Bond                                                0%                       100%                      100%
Intermediate Income                                 0%                       100%                      100%
Short-Term Income                                   0%                       100%                      100%
Pennsylvania Tax-Free Bond                          3%                        97%                      100%
Cash Management                                     0%                       100%                      100%
U.S. Treasury Securities                            0%                       100%                      100%
Tax-Free                                            0%                       100%                      100%
</TABLE>
 
<TABLE>
<CAPTION>
                                                   (C)                       (D)                       (E)
                                               QUALIFYING                TAX EXEMPT                  FOREIGN
               FUND                           DIVIDENDS (1)               INTEREST                 TAX CREDIT
- ----------------------------------            -------------             -------------             -------------
<S>                                           <C>                       <C>                       <C>
Equity                                             53%                         0%                        0%
Special Equity                                     49%                         0%                        0%
International Equity                                0%                         0%                        0%
Balanced                                           10%                         0%                        0%
Bond                                               N/A                         0%                        0%
Intermediate Income                                N/A                         0%                        0%
Short-Term Income                                  N/A                         0%                        0%
Pennsylvania Tax-Free Bond                         N/A                       100%                        0%
Cash Management                                    N/A                         0%                        0%
U.S. Treasury Securities                           N/A                         0%                        0%
Tax-Free                                           N/A                        97%                        0%
</TABLE>
 
(1)  Qualifying dividends represent dividends which qualify for the corporate
     dividends received deduction.
*    Items (A) and (B) are based on the percentage of each portfolio's total
     distribution.
**   Items (C) and (D) are based on the percentage of gross income of each
     portfolio.
 
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