ADMINISTRATION FEE WAIVER AGREEMENT
AGREEMENT dated March 1, 2006 by and between Constellation Funds, a
Delaware business trust (the "Trust") and Touchstone Advisors, Inc. (the
"Advisor").
WHEREAS, the Trust currently consists of the following series: the
Constellation Chartwell Short Duration Fixed Income Fund; Constellation
Chartwell Ultra Short Duration Fixed Income Fund; Constellation Clover Core
Fixed Income Fund; Constellation Clover Value Fund; Constellation Clover Small
Cap Value Fund; Constellation HLAM Large Cap Quality Stock Fund; Constellation
International Equity Fund; Constellation Pitcairn Diversified Growth Fund;
Constellation Pitcairn Diversified Value Fund; Constellation Pitcairn Family
Heritage Fund; Constellation Pitcairn Select Value Fund; Constellation Pitcairn
Small Cap Fund; Constellation Pitcairn Taxable Bond Fund; Constellation Pitcairn
Tax-Exempt Bond Fund; Constellation Sands Capital Select Growth Fund;
Constellation Small Cap Value Opportunities Fund; Constellation Strategic Value
and High Income Fund; TIP Healthcare & Biotechnology Fund; TIP Mid Cap Fund
(individually a "Fund," collectively the "Funds"); and
WHEREAS, the Advisor has acquired all of the assets of Constellation
Investment Management Company, L.P. ("CIMCO") pursuant to the terms of an Asset
Purchase Agreement (the "Acquisition"); and
WHEREAS, prior to the Acquisition, CIMCO and the Trust entered into an
Administration Agreement dated March 1, 2004 whereby CIMCO agreed to provide
management and administrative services to the Trust in exchange for payment of
an administration fee at an annual rate, which is calculated daily and paid
monthly, equal to the greater of 0.15% of the Trust's average daily net assets
up to and including $2 billion and 0.12% of all such assets in excess of $2
billion (the "CIMCO Administration Agreement"); and
WHEREAS, as a result of the fee breakpoints provided under the CIMCO
Administration Agreement, the administration fee paid by the Trust to CIMCO
prior to the Acquisition was .1460% of the Trust's average daily net assets; and
WHEREAS, the Advisor and the Trust entered into an Administration
Agreement on February 17, 2006 whereby the Advisor has agreed to provide
management and administrative services to the Trust in exchange for payment of
an administration fee at an annual rate, which is calculated daily and paid
monthly, equal to the greater of 0.15% of the Trust's average daily net assets
up to and including $2 billion and 0.12% of all such assets in excess of $2
billion (the "Touchstone Administration Agreement"); and
WHEREAS, the Advisor has agreed to maintain the effective administration
fee rate of .1460% that was in effect prior to the Acquisition as a condition of
the Acquisition pursuant to Section 15(f) of the Investment Company Act of 1940;
NOW THEREFORE, the parties hereto agree as follows:
1. ADMINISTRATION FEE WAIVER. To the extent that the aggregate
administration fee payable by the Trust, on behalf of the Funds, in
any fiscal year exceeds .1460%, the Advisor will waive the Trust's
administration fees under the Touchstone Administration Agreement so
that the net annual administration fees payable by the Trust, on
behalf of each Fund, will not exceed .1460%.
2. TERM AND TERMINATION OF AGREEMENT. This Agreement shall continue in
effect until March 1, 2008 and may continue from year to year
thereafter provided its continuance is specifically approved by a
majority of the Trustees of the Trust. This Agreement shall
terminate automatically upon the termination of the Touchstone
Administration Agreement.
3. AMENDMENTS. This Agreement or any part hereof may not be changed or
waived except by an instrument in writing signed by both parties to
the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
CONSTELLATION FUNDS
By:________________________
Name: _____________________
Title: ____________________
TOUCHSTONE ADVISORS, INC.
By: ______________________
Name: _____________________
Title: ____________________
