FEE WAIVER AGREEMENT
AGREEMENT effective as of October 1, 2004 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:
Length/Type
Fund of Limitation Other Expenses
---- ------------- --------------
--------------------------------------------------------------------------------
Constellation HLAM Contractual waiver 0.50% (Other Expenses)
Large CapQuality through 10/1/2007
Growth Fund
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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: _________________________
