FEE WAIVER AGREEMENT
AGREEMENT effective as of June 14, 2004 by and between Constellation
Funds, a Delaware business trust (the "Trust"), and Constellation Investment
Management Company, LP (the "Adviser").
The Adviser hereby agrees to limit the "Other Expenses" at the
following levels through the following dates for each of the portfolios
("Funds") described below. To the extent that a Fund engages in securities
lending activities, revenues or "credits" earned from these activities (not to
exceed a specified amount for each Fund) may be used to reduce the cost to CIMCO
of its contractual fee waiver obligations.
Fund Length/Type of Limitation Other Expenses
------------------------------ ------------------------------ ---------------------
Constellation Pitcairn Contractual waiver through 0.40% (Other Expenses)
Diversified Value Fund 7/31/2007
Constellation Pitcairn Select Contractual waiver through 0.45% (Other Expenses)
Value Fund 7/31/2007
Constellation Pitcairn Contractual waiver through 0.40% (Other Expenses)
Diversified Growth Fund 7/31/2007
Constellation Pitcairn Small Contractual waiver through 0.40% (Other Expenses)
Cap Fund 7/31/2007
Constellation Pitcairn Family Contractual waiver through 0.40% (Other Expenses)
Heritage Fund 7/31/2007
Constellation Pitcairn Taxable Contractual waiver through 0.50% (Other Expenses)
Bond Fund 7/31/2007
Constellation Pitcairn Tax- Contractual waiver through 0.40% (Other Expenses)
Exempt Bond Fund 7/31/2007
Constellation International Contractual waiver through 0.50% (Other Expenses)
Equity Fund 7/31/2007
Constellation Sands Capital Contractual waiver through 0.50% (Other Expenses)
Select Growth Fund 7/31/2007
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
become effective as of the day and year first written above.
CONSTELLATION FUNDS CONSTELLATION INVESTMENT MANAGEMENT COMPANY, LP
By: By:
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CONTRACTUAL FEE WAIVER
VOTED: That the Fee Waiver Agreement, as presented to the Board of Trustees,
by and between Constellation Funds (the "Trust") and Constellation
Investment Management Company, LP (the "Adviser") for the Constellation
Pitcairn Diversified Value Fund, Constellation Pitcairn Select Value
Fund, Constellation Pitcairn Diversified Growth Fund, Constellation
Pitcairn Small Cap Fund, Constellation Pitcairn Family Heritage(R)
Fund, Constellation Pitcairn Taxable Bond Fund, Constellation Pitcairn
Tax-Exempt Bond Fund, Constellation International Equity Fund, and
Constellation Sands Capital Select Growth Fund, be, and hereby is,
approved.
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