Exhibit 99.B(h)(9)
FEE WAIVER AGREEMENT
AGREEMENT effective as of [March __], 2005 by and between Constellation
Funds, a Delaware business trust (the "Trust"), and Constellation Investment
Management Co., LP (the "Adviser").
The Adviser hereby agrees to limit the "Other Expenses" at the
following levels through the following dates for the following Fund:
Fund Length/Type of Limitation Other Expenses
-------------------------------------------------------------------------------------------------------------
Constellation TIP Midcap Core Contractual waiver for the life of 0.10% (Other Expenses)
Fund - Class I Shares the Class
-------------------------------------------------------------------------------------------------------------
Constellation TIP Midcap Core Contractual waiver through 0.50% (Other Expenses)
Fund - Class II Shares April 30, 2006
-------------------------------------------------------------------------------------------------------------
Notwithstanding anything to the contrary in this Agreement, the Adviser
may end, amend or otherwise change any voluntary waivers upon notice to the
Trust and the affected shareholders.
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:
-------------------------- --------------------------
