FEE WAIVER AGREEMENT
AGREEMENT by and between Constellation Funds, a Delaware business trust
(the "Trust"), and Touchstone Advisors, Inc. (the "Adviser").
The Adviser hereby agrees to limit the "Other Expenses" at the following
levels through the following dates for each of following Funds:
Fund Length/Type of Limitation Other Expense Limit
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Constellation TIP Mid Cap Fund Class I Contractual waiver through 3/1/2008 0.10% (Other Expenses)
Constellation TIP Mid Cap Fund Class II Contractual waiver through 3/1/2008 0.35% (Other Expenses)
Constellation Strategic Value and High Income Fund Class I Contractual waiver through 3/1/2008 0.15% (Other Expenses)
Constellation Strategic Value and High Income Fund Class II Contractual waiver through 3/1/2008 0.40% (Other Expenses)
Constellation Pitcairn Diversified Value Fund Class II Contractual waiver through 3/1/2008 0.40% (Other Expenses)
Constellation Pitcairn Select Value Fund Class II Contractual waiver through 3/1/2008 0.45% (Other Expenses)
Constellation Pitcairn Diversified Growth Fund Class II Contractual waiver through 3/1/2008 0.40% (Other Expenses)
Constellation Pitcairn Small Cap Fund Class II Contractual waiver through 3/1/2008 0.40% (Other Expenses)
Constellation Pitcairn Family Heritage Fund Class II Contractual waiver through 3/1/2008 0.40% (Other Expenses)
Constellation Pitcairn Taxable Bond Fund Class II Contractual waiver through 3/1/2008 0.50% (Other Expenses)
Constellation Pitcairn Tax-Exempt Bond Fund Class II Contractual waiver through 3/1/2008 0.40% (Other Expenses)
Constellation International Equity Fund Class II Contractual waiver through 3/1/2008 0.50% (Other Expenses)
Constellation Sands Capital Select Growth Fund Class I Contractual waiver through 3/1/2008 0.25% (Other Expenses)
Constellation Sands Capital Select Growth Fund Class II Contractual waiver through 3/1/2008 0.50% (Other Expenses)
Constellation HLAM Large Cap Quality Stock Fund Class II Contractual waiver through 10/1/2008 0.50% (Other Expenses)
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
become effective as of March 1, 2006.
CONSTELLATION FUNDS
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
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Title: Vice President
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TOUCHSTONE ADVISORS, INC.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: President
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