INVESTMENT ADVISORY AGREEMENT
CONSTELLATION FUNDS
AGREEMENT made this 4th day of March, 2004, by
and between Constellation Funds, a Delaware business
trust the Trust, and Constellation Investment
Management Company, LP the Adviser.
WHEREAS, the Trust is an openend, diversified
management investment company registered under the
Investment Company Act of 1940, as amended the
1940 Act; and
WHEREAS, the Trust desires to retain the
Adviser to render investment management services
with respect to each series of the Trust set forth
on Schedule A of this Agreement each a Fund and
collectively the Funds, and the Adviser is
willing to render such services:
NOW, THEREFORE, in consideration of mutual
covenants herein contained, the parties hereto agree
as follows:
1. Duties of Adviser. The Trust employs
the Adviser to manage the investment and
reinvestment of the assets of the Funds,
and to hire subject to the approval of
the Trusts Board of Trustees and,
except as otherwise permitted under the
terms of any applicable exemptive relief
obtained from the Securities and
Exchange Commission, or by rule or
regulation, a majority of the
outstanding voting securities of each
Fund and thereafter supervise the
investment activities of one or more
subadvisers deemed necessary to carry
out the investment program of each Fund,
and to continuously review, supervise
and where appropriate administer the
investment program of each Fund, to
determine in its discretion where
appropriate the securities to be
purchased or sold, to provide the Trust
with records concerning the Advisers
activities which the Trust is required
to maintain, and to render regular
reports to the Trusts officers and
Trustees concerning the Advisers
discharge of the foregoing
responsibilities. The retention of a
subadviser by the Adviser shall not
relieve the Adviser of its
responsibilities under this Agreement.
The Adviser shall discharge the
foregoing responsibilities subject to
the control of the Board of Trustees of
the Trust and in compliance with such
policies as the Trustees may from time
to time establish, and in compliance
with the objectives, policies, and
limitations for each such Fund set forth
in the Funds prospectus and statement
of additional information as amended
from time to time, and applicable laws
and regulations.
The Adviser accepts such employment and
agrees, at its own expense, to render
the services and to provide the office
space, furnishings and equipment and the
personnel including any subadvisers
required by it to perform the services
on the terms and for the compensation
provided herein. The Adviser will not,
however, pay for the cost of securities,
commodities, and other investments
including brokerage commissions and
other transaction charges, if any
purchased or sold for any Fund.
2. Fund Transactions. The Adviser is
authorized to select the brokers or
dealers that will execute the purchases
and sales of portfolio securities for
the Funds and is directed to use its
best efforts to obtain the best net
results as described from time to time
in the Funds Prospectuses and
Statements of Additional Information.
The Adviser will promptly communicate to
the officers and the Trustees of the
Trust such information relating to
portfolio transactions as they may
reasonably request.
It is understood that the Adviser will
not be deemed to have acted unlawfully,
or to have breached a fiduciary duty to
the Trust or be in breach of any
obligation owing to the Trust under this
Agreement, or otherwise, by reason of
its having directed a securities
transaction on behalf of the Trust to a
brokerdealer in compliance with the
provisions of Section 28e of the
Securities Exchange Act of 1934 or as
described from time to time by the
Funds Prospectuses and Statement of
Additional Information.
3. Compensation of the Adviser. For the
services to be rendered by the Adviser
as provided in Sections 1 and 2 of this
Agreement, the Trust shall pay to the
Adviser compensation at the rate
specified on Schedule B or Schedule C,
as applicable, of this Agreement. Such
compensation shall be paid to the
Adviser at the end of each month, and
calculated by applying a daily rate,
based on the annual percentage rates as
specified in the appropriate Schedule,
to the assets. The fee shall be based
on the average daily net assets for the
month involved less any assets of such
Funds held in noninterest bearing
special deposits with a Federal Reserve
Bank. The Adviser may, in its
discretion and from time to time, waive
a portion of its fee.
All rights of compensation under this
Agreement for services performed as of
the termination date shall survive the
termination of this Agreement.
4. Other Expenses. The Adviser shall
pay all expenses of printing and mailing
reports, prospectuses, statements of
additional information, and sales
literature relating to the solicitation
of prospective clients. The Trust shall
pay all expenses relating to mailing to
existing shareholders prospectuses,
statements of additional information,
proxy solicitation material and
shareholder reports.
5. Excess Expenses. If the expenses
for any Fund for any fiscal year
including fees and other amounts
payable to the Adviser, but excluding
interest, taxes, brokerage costs,
litigation, and other extraordinary
costs as calculated every business day
would exceed the expense limitations
imposed on investment companies by any
applicable statute or regulatory
authority of any jurisdiction in which
shares of a Fund are qualified for offer
and sale, the Adviser shall bear such
excess cost.
However, the Adviser will not bear
expenses of any Fund which would result
in the Funds inability to qualify as a
regulated investment company under
provisions of the Internal Revenue Code.
Payment of expenses by the Adviser
pursuant to this Section 5 shall be
settled on a monthly basis subject to
fiscal year end reconciliation by a
reduction in the fee payable to the
Adviser for such month pursuant to
Section 3a or 3b and, if such
reduction shall be insufficient to
offset such expenses, by reimbursing the
Trust.
6. Reports. The Trust and the Adviser
agree to furnish to each other, if
applicable, current prospectuses, proxy
statements, reports to shareholders,
certified copies of their financial
statements, and such other information
with regard to their affairs as each may
reasonably request.
7. Status of Adviser. The services of the
Adviser to the Trust are not to be
deemed exclusive, and the Adviser shall
be free to render similar services to
others so long as its services to the
Trust are not impaired thereby. The
Adviser shall be deemed to be an
independent contractor and shall, unless
otherwise expressly provided or
authorized, have no authority to act for
or represent the Trust in any way or
otherwise be deemed an agent of the
Trust.
8. Certain Records. Any records required
to be maintained and preserved pursuant
to the provisions of Rule 31a1 and Rule
31a2 promulgated under the 1940 Act
which are prepared or maintained by the
Adviser on behalf of the Trust are the
property of the Trust and will be
surrendered promptly to the Trust on
request.
9. Limitation of Liability of Adviser. The
duties of the Adviser shall be confined
to those expressly set forth herein, and
no implied duties are assumed by or may
be asserted against the Adviser
hereunder. The Adviser shall not be
liable for any error of judgment or
mistake of law or for any loss arising
out of any investment or for any act or
omission in carrying out its duties
hereunder, except a loss resulting from
willful misfeasance, bad faith or gross
negligence in the performance of its
duties, or by reason of reckless
disregard of its obligations and duties
hereunder, except as may otherwise be
provided under provisions of applicable
state law or Federal securities law
which cannot be waived or modified
hereby. As used in this Paragraph 9,
the term Adviser shall include
directors, officers, employees and other
corporate agents of the Adviser as well
as that corporation itself.
10. Permissible Interests. Trustees,
agents, and shareholders of the Trust
are or may be interested in the Adviser
or any successor thereof as directors,
partners, officers, or shareholders, or
otherwise; directors, partners,
officers, agents, and shareholders of
the Adviser are or may be interested in
the Trust as Trustees, shareholders or
otherwise; and the Adviser or any
successor is or may be interested in
the Trust as a shareholder or otherwise.
In addition, brokerage transactions for
the Trust may be effected through
affiliates of the Adviser if approved by
the Board of Trustees, subject to the
rules and regulations of the Securities
and Exchange Commission.
11. License of Advisers Name. The
Adviser hereby agrees to grant a license
to the Trust for use of its name in the
names of the Funds for the term of this
Agreement and such license shall
terminate upon termination of this
Agreement.
12. Duration and Termination. This
Agreement, unless sooner terminated as
provided herein, shall remain in effect
until two years from date of execution,
and thereafter, for periods of one year
so long as such continuance thereafter
is specifically approved at least
annually a by the vote of a majority
of those Trustees of the Trust who are
not parties to this Agreement or
interested persons of any such party,
cast in person at a meeting called for
the purpose of voting on such approval,
and b by the Trustees of the Trust or
by vote of a majority of the outstanding
voting securities of each Fund;
provided, however, that if the
shareholders of any Fund fail to approve
the Agreement as provided herein, the
Adviser may continue to serve hereunder
in the manner and to the extent
permitted by the 1940 Act and rules and
regulations thereunder. The foregoing
requirement that continuance of this
Agreement be specifically approved at
least annually shall be construed in a
manner consistent with the 1940 Act and
the rules and regulations thereunder.
This Agreement may be terminated as to
any Fund at any time, without the
payment of any penalty by vote of a
majority of the Trustees of the Trust or
by vote of a majority of the outstanding
voting securities of the Fund on not
less than 30 days nor more than 60 days
written notice to the Adviser, or by the
Adviser at any time without the payment
of any penalty, on 90 days written
notice to the Trust. This Agreement
will automatically and immediately
terminate in the event of its
assignment. Any notice under this
Agreement shall be given in writing,
addressed and delivered, or mailed
postpaid, to the other party at any
office of such party.
As used in this Section 11, the terms
assignment, interested persons, and
a vote of a majority of the outstanding
voting securities shall have the
respective meanings set forth in the
1940 Act and the rules and regulations
thereunder; subject to such exemptions
as may be granted by the Securities and
Exchange Commission under said Act.
13. Notice. Any notice required or
permitted to be given by either party to
the other shall be deemed sufficient if
sent by registered or certified mail,
postage prepaid, addressed by the party
giving notice to the other party at the
last address furnished by the other
party to the party giving notice: if to
the Trust, at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇
▇. ▇▇▇▇▇, President, and if to the
Adviser at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇ ▇.
▇▇▇▇▇, President.
14. Severability. If any provision of this
Agreement shall be held or made invalid
by a court decision, statute, rule or
otherwise, the remainder of this
Agreement shall not be affected thereby.
15. Governing Law. This Agreement
shall be construed in accordance with
the laws of the State of Delaware and
the applicable provisions of the 1940
Act. To the extent that the applicable
laws of the State of Delaware, or any of
the provisions herein, conflict with the
applicable provisions of the 1940 Act,
the latter shall control.
A copy of the Declaration of Trust of the Trust is
on file with the Secretary of the State of Delaware,
and notice is hereby given that this instrument is
executed on behalf of the Trustees of the Trust as
Trustees, and are not binding upon any of the
Trustees, officers, or shareholders of the Trust
individually but binding only upon the assets and
property of the Trust. Further, the obligations of
the Trust with respect to any one Fund shall not be
binding upon any other Fund.
IN WITNESS WHEREOF, the Parties hereto have caused
this Agreement to be executed as of the day and year
first written above.
CONSTELLATION FUNDS
By:
Attest: _________________
CONSTELLATION INVESTMENT MANAGEMENT COMPANY, LP
By:
Attest:
Schedule A
to the
Investment Advisory Agreement
as Amended
April 14, 2005
Listing of Funds
Name of Fund
Date Added
Constellation Clover Core Value
Fund
May 7, 2004
Constellation Clover Small Cap
Value Fund
May 7, 2004
Constellation Clover Large Cap
Value Fund
May 7, 2004
Constellation Clover Core Fixed
Income Fund
May 7, 2004
Constellation Clover Income Plus
Fund
March 1, 2005
Constellation Chartwell Ultra Short
Duration Fixed Income Fund
May 7, 2004
Constellation Chartwell Short
Duration Fixed Income Fund
May 7, 2004
Constellation Chartwell High Yield
Fund
May 7, 2004
Constellation HLAM Large Cap
Quality Growth Fund
November 8,
2004
Constellation HLAM Large Cap Value
Fund
May 1, 2004
Constellation Pitcairn Diversified
Value Fund
August 2, 2004
Constellation Pitcairn Select Value
Fund
August 2, 2004
Constellation Pitcairn Diversified
Growth Fund
August 2, 2004
Constellation Pitcairn Small Cap
Fund
August 2, 2004
Constellation Pitcairn Family
Heritage Fund
August 2, 2004
Constellation Pitcairn Taxable Bond
Fund
August 2, 2004
Constellation Pitcairn TaxExempt
Bond Fund
August 2, 2004
Constellation Sands Capital Select
Growth Fund
August 2, 2004
Constellation TIP Small Cap Value
Opportunities Fund
May 7, 2004
Constellation TIP Mid Cap Fund
April 14, 2005
Constellation TIP Financial
Services Fund
May 7, 2004
Constellation TIP Healthcare &
Biotechnology Fund
May 7, 2004
Constellation International Equity
Fund
August 2, 2004
Constellation Strategic Value and
High Income Fund
May 7, 2004
Schedule B
to the
Investment Advisory Agreement
June 24, 2005
For Funds with Performance Adjustments
This Schedule B shall apply to each of the Funds
identified on Schedule B1 hereto.
a General. The Trust shall pay to the
Adviser, as compensation for the Advisers services
and expenses assumed hereunder, a fee determined
with respect to each Fund, which shall be composed
of the Basic Fee defined below and a Performance
Adjustment defined below to the Basic Fee based
upon the investment performance of a class of shares
of the Fund in relation to the investment record of
a securities index determined by the Trustees of the
Trust to be appropriate over the same period.
b Index, Class and Changes to the Class.
The Trustees have initially designated for each Fund
the index and class of shares of the Fund identified
on Schedule B1 as the index and class to be used
for purposes of determining the Performance
Adjustment referred to herein as the Index and
the Class, respectively. From time to time, the
Trustees may, by a vote of the Trustees of the Trust
voting in person, including a majority of the
Trustees who are not parties to this Agreement or
interested persons as defined in the 1940 Act of
any such parties, determine that a different class
of shares of the Trust representing interests in a
Fund other than the Class is most appropriate for
use in calculating the Performance Adjustment. If a
different class of shares the Successor Class is
substituted in calculating the Performance
Adjustment the use of a Successor Class of shares
for purposes of calculating the Performance
Adjustment shall apply to the entire performance
period so long as such Successor Class was
outstanding at the beginning of such period. In the
event that such Successor Class of shares was not
outstanding for all or a portion of the Performance
Period, it may only be used in calculating that
portion of the Performance Adjustment attributable
to the period during which such Successor Class was
outstanding and any prior portion of the Performance
Period shall be calculated using the Successor Class
of shares previously designated.
c Basic Fee. The basic fee for a Fund
the Basic Fee for any period shall equal: i
the Funds average net assets during such period,
multiplied by ii the annual rate identified for
such Fund on Schedule B1 hereto, multiplied by
iii a fraction, the numerator of which is the
number of calendar days in the payment period and
the denominator of which is 365 366 in leap years.
d Performance Adjustment. The amount of
the performance adjustment the Performance
Adjustment shall equal: i the average net assets
of the Fund over the Performance Period as defined
below, multiplied by ii the Adjustment Rate as
defined below, multiplied by iii a fraction, the
numerator of which shall be the number of days in
the last month of the Performance Period and the
denominator of which shall be 365 366 in leap
years. The resulting dollar figure will be added
to or subtracted from the Basic Fee depending on
whether the Fund experienced better or worse
performance than the Index.
e Adjustment Rate. The adjustment rate
the Adjustment Rate shall be as set forth in
Schedule B2 for each Fund, provided, however, that
the Performance Adjustment may be further adjusted
to the extent necessary to insure that the total
adjustment to the Basic Fee on an annualized basis
does not exceed the maximum Performance Adjustment
identified for such Fund in Schedule B2.
f Performance Period. The performance
period the Performance Period shall commence on
the first day of the month next occurring after this
Agreement becomes effective with respect to the Fund
the Commencement Date, provided, however, that
if this Agreement should become effective on the
first day of a month with respect to a Fund, then
the Commencement Date shall be the first day of such
month. The Performance Period shall consist of a
rolling 12month period that includes the most
current month for which performance is available
plus the previous 11 months following the
commencement of Fund operations under this
Agreement. No Performance Adjustment shall be made
with respect to any period that is less than 12
months, provided, however, that the Adviser may
calculate a Performance Adjustment for the
Constellation TIP Financial Services and
Constellation TIP Healthcare & Biotechnology Funds
based upon performance achieved by such Fund prior
to the effective date of this Agreement.
g Measurement Calculation. The Funds
investment performance will be measured by comparing
the i opening net asset value of one share of the
Class of the Fund on the first business day of the
Performance Period with ii the closing net asset
value of one share of the Class of the Fund as of
the last business day of such period. In computing
the investment performance of the Fund and the
investment record of the Index, distributions of
realized capital gains, the value of capital gains
taxes per share paid or payable undistributed
realized longterm capital gains accumulated to the
end of such period and dividends paid out of
investment income on the part of the Fund, and all
cash distributions of the companies whose
securities comprise the Index, will be treated as
reinvested in accordance with Rule 2051 or any
other applicable rule under the Investment Advisers
Act of 1940, as the same from time to time may be
amended.
h Payment of Fees. The Management Fee
payable hereunder shall be computed daily and paid
monthly in arrears.
i Average Net Assets. The term average
net assets of a Fund as used herein for any period
shall mean the quotient produced by dividing i the
sum of the net assets of the Fund, as determined in
accordance with procedures established from time to
time under the direction of the Board of Trustees of
the Trust, for each calendar day of such period, by
ii the number of such days.
j Termination. In the event this
Agreement with respect to any Fund is terminated as
of a date other than the last day of any month, the
Basic Fee shall be computed on the basis of the
period ending on the last day on which this
Agreement is in effect for such Fund, subject to a
pro rata adjustment based on the number of days
elapsed in the current month as a percentage of the
total number of days in such month. The amount of
any Performance Adjustment to the Basic Fee will be
computed on the basis of and applied to the average
net assets over the Performance Period ending on the
last day on which this Agreement is in effect for
such Fund.
Schedule B1
to the
Investment Advisory Agreement
as Amended
April 14, 2005
Listing of Funds with Performance Adjustments
Name of Fund
Performance Index
Annual Basic
Fee Rate
Constellation TIP Small Cap
Value
Opportunities Fund
▇▇▇▇▇▇▇ 2000 Value Index
0.95%
Constellation TIP Mid Cap
Fund
▇▇▇▇▇▇▇ Midcap Index
0.70%
Constellation TIP Financial
Services
Fund
S&P 500 Financials Index
1.00%
Constellation TIP Healthcare
&
Biotechnology Fund
S&P 500 Healthcare Index
1.00%
Constellation Clover Large
Cap Value
Fund
▇▇▇▇▇▇▇ 1000 Value Index
0.74%
Constellation Clover Core
Value
Fund
▇▇▇▇▇▇▇ 3000 Index
0.74%
Constellation Clover Small
Cap Value
Value Fund
▇▇▇▇▇▇▇ 2000 Value Index
0.85%
Constellation Clover Core
Fixed
Income Fund
▇▇▇▇▇▇ Brothers Aggregate Bond
Index
0.45%
Constellation Clover Income
Plus Fund
S&P 500 Index
0.80%
Constellation Chartwell Ultra
Short
Duration Fixed Income
Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ Three Month U.S.
Treasury ▇▇▇▇ Index
0.25%
Constellation Chartwell Short
Duration
Fixed Income Fund
▇▇▇▇▇▇ Brothers 1 3 Year U.S.
Govt.
Bond Index
0.25%
Constellation Chartwell High
Yield
Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇ High Yield, Cash
Pay Index
0.55%
Constellation HLAM Large Cap
Quality Growth Fund
▇▇▇▇▇▇▇ 1000 Growth Index
0.75%
Constellation HLAM Large Cap
Value
Fund
▇▇▇▇▇▇▇ 1000 Value Index
0.70%
Constellation Strategic Value
and
High Income Fund
Blended Index:
50% ▇▇▇▇▇▇▇ 2000 Value, and
50% ▇▇▇▇▇▇▇ ▇▇▇▇▇ High Yield,
Cash Pay Index
0.10%
Constellation Pitcairn
Diversified Value Fund
▇▇▇▇▇▇▇ 1000 Value Index
0.70%
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ Growth Index
0.70%
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ Value Index
0.70%
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ Growth Index
0.85%
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ Index
0.70%
Constellation Pitcairn Family
Heritage Fund
Wilshire 5000 Index
0.90%
Constellation International
Equity Fund
MSCI All Country World ex U.S.
Index
0.95%
Constellation Pitcairn
Taxable Bond Fund
▇▇▇▇▇▇ U.S. Government/Credit
Index
0.40%
Constellation Pitcairn Tax
Exempt Bond Fund
▇▇▇▇▇▇ Municipal Bond Index
0.30%
Schedule B2
to the
Investment Advisory Agreement
as Amended
April 14, 2005
Performance Adjustment Rate
Name of Fund / Class
Maximum Rate
Adjustment
Methodology
Constellation TIP Small
Cap
Value Opportunities
Fund
+/0.15%
As detailed in Schedule B3
Constellation TIP Mid
Cap Fund
+/0.10%
As detailed in Schedule B3
Constellation TIP
Financial
Services Fund
+/0.25%
As detailed in Schedule B3
Constellation TIP
Healthcare &
Biotechnology Fund
+/0.25%
As detailed in Schedule B3
Constellation Clover
Large Cap
Value Fund
+/0.10%
As detailed in Schedule B3
Constellation Clover
Core Value
Fund
+/0.125%
As detailed in Schedule B3
Constellation Clover
Small Cap
Value Fund
+/0.15%
As detailed in Schedule B3
Constellation Clover
Core Fixed
Income Fund
+/0.08%
As detailed in Schedule B3
Constellation Clover
Income
Plus Fund
+/0.10%
As detailed in Schedule B3
Constellation Chartwell
Ultra Short Duration
Fixed Income Fund
+/0.06%
As detailed in Schedule B3
Constellation Chartwell
Short Duration Fixed
Income Fund
+/0.06%
As detailed in Schedule B3
Constellation Chartwell
High Yield Fund
+/0.10%
As detailed in Schedule B3
Constellation HLAM Large
Cap
Value Fund
+/0.10%
As detailed in Schedule B3
Constellation HLAM Large
Cap Quality Growth Fund
+/0.10%
As detailed in Schedule B3
Constellation Strategic
Value and
High Income Fund
+/0.05%
As detailed in Schedule B3
Constellation Pitcairn
Diversified Value Fund
+/0.10%
As detailed in Schedule B3
Constellation Pitcairn
Diversified Growth Fund
+/0.10%
As detailed in Schedule B3
Constellation Pitcairn
Select Value Fund
+/0.10%
As detailed in Schedule B3
Constellation Sands
Capital Select Growth
Fund
+/0.15%
As detailed in Schedule B3
Constellation Pitcairn
Small Cap Fund
+/0.10%
As detailed in Schedule B3
Constellation Pitcairn
Family Heritage Fund
+/0.10%
As detailed in Schedule B3
Constellation
International Equity
Fund
+/0.10%
As detailed in Schedule B3
Constellation Pitcairn
Taxable Bond Fund
+/0.08%
As detailed in Schedule B3
Constellation Pitcairn
TaxExempt Bond Fund
+/0.06%
As detailed in Schedule B3
Schedule B3
to the
Investment Advisory Agreement
as Amended
April 14, 2005
Methodology for Performance Adjustment Rate
The tables below describes the applicable advisory
fees that the Adviser would receive based on each
Funds performance as compared to its benchmark
index over a given performance period:
1. Constellation TIP Small Cap Value Opportunities
Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
3.01% or more
+ 0.15%
Underperforms the Index by
3.01% or more
0.15%
Outperforms the Index by
3.00% or less
0.00%
Underperforms the Index by
3.00% or less
0.00%
2. Constellation TIP Financial Services Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
3.01% or more
+ 0.25%
Underperforms the Index by
3.01% or more
0.25%
Outperforms the Index by
3.00% or less
0.00%
Underperforms the Index by
3.00% or less
0.00%
3. Constellation TIP Healthcare & Biotechnology
Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
3.01% or more
+ 0.25%
Underperforms the Index by
3.01% or more
0.25%
Outperforms the Index by
3.00% or less
0.00%
Underperforms the Index by
3.00% or less
0.00%
4. Constellation Clover Large Cap Value Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
5.01% or more
+ 0.10%
Underperforms the Index by
5.01% or more
0.10%
Outperforms the Index by
4.01% to 5.00%
+ 0.075%
Underperforms the Index by
4.01% to 5.00%
0.075%
Outperforms the Index by
3.01% to 4.00%
+ 0.050%
Underperforms the Index by
3.01% to 4.00%
0.050%
Outperforms the Index by
2.01% to 3.00%
+ 0.025%
Underperforms the Index by
2.01% to 3.00%
0.025%
Outperforms the Index by
2.00% or less
0.00%
Underperforms the Index by
2.00% or less
0.00%
5. Constellation Clover Core Value Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
5.01% or more
+ 0.125%
Underperforms the Index by
5.01% or more
0.125%
Outperforms the Index by
4.01% to 5.00%
+
0.09375%
Underperforms the Index by
4.01% to 5.00%
0.09375%
Outperforms the Index by
3.01% to 4.00%
+
0.0625%
Underperforms the Index by
3.01% to 4.00%
0.0625%
Outperforms the Index by
2.01% to 3.00%
+
0.03125%
Underperforms the Index by
2.01% to 3.00%
0.03125%
Outperforms the Index by
2.00% or less
0.00%
Underperforms the Index by
2.00% or less
0.00%
6. Constellation Clover Small Cap Value Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
5.01% or more
+ 0.15%
Underperforms the Index by
5.01% or more
0.15%
Outperforms the Index by
4.01% to 5.00%
+
0.1125%
Underperforms the Index by
4.01% to 5.00%
0.1125%
Outperforms the Index by
3.01% to 4.00%
+ 0.075%
Underperforms the Index by
3.01% to 4.00%
0.075%
Outperforms the Index by
2.01% to 3.00%
+
0.0375%
Underperforms the Index by
2.01% to 3.00%
0.0375%
Outperforms the Index by
2.00% or less
0.00%
Underperforms the Index by
2.00% or less
0.00%
7. Constellation Clover Core Fixed Income Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
5.01% or more
+ 0.08%
Underperforms the Index by
5.01% or more
0.08%
Outperforms the Index by
4.01% to 5.00%
+ 0.06%
Underperforms the Index by
4.01% to 5.00%
0.06%
Outperforms the Index by
3.01% to 4.00%
+ 0.04%
Underperforms the Index by
3.01% to 4.00%
0.04%
Outperforms the Index by
2.01% to 3.00%
+ 0.02%
Underperforms the Index by
2.01% to 3.00%
0.02%
Outperforms the Index by
2.00% or less
0.00%
Underperforms the Index by
2.00% or less
0.00%
8. Constellation Clover Income Plus Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
5.01% or more
+ 0.10%
Underperforms the Index by
5.01% or more
0.10%
Outperforms the Index by
4.01% to 5.00%
+ 0.075%
Underperforms the Index by
4.01% to 5.00%
0.075%
Outperforms the Index by
3.01% to 4.00%
+ 0.050%
Underperforms the Index by
3.01% to 4.00%
0.050%
Outperforms the Index by
2.01% to 3.00%
+ 0.025%
Underperforms the Index by
2.01% to 3.00%
0.025%
Outperforms the Index by
2.00% or less
0.00%
Underperforms the Index by
2.00% or less
0.00%
9. Constellation Chartwell Ultra Short Duration
Fixed Income Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
0.76% or more
+ 0.06%
Underperforms the Index by
0.76% or more
0.06%
Outperforms the Index by
0.75% or less
0.00%
Underperforms the Index by
0.75% or less
0.00%
10. Constellation Chartwell Short Duration Fixed
Income Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
1.51% or more
+ 0.06%
Underperforms the Index by
1.51% or more
0.06%
Outperforms the Index by
1.50% or less
0.00%
Underperforms the Index by
1.50% or less
0.00%
11. Constellation Chartwell High Yield Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
3.01% or more
+ 0.10%
Underperforms the Index by
3.01% or more
0.10%
Outperforms the Index by
3.00% or less
0.00%
Underperforms the Index by
3.00% or less
0.00%
12. Constellation HLAM Large Cap Value Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
5.01% or more
+ 0.10%
Underperforms the Index by
5.01% or more
0.10%
Outperforms the Index by
4.01% to 5.00%
+ 0.075%
Underperforms the Index by
4.01% to 5.00%
0.075%
Outperforms the Index by
3.01% to 4.00%
+ 0.050%
Underperforms the Index by
3.01% to 4.00%
0.050%
Outperforms the Index by
2.01% to 3.00%
+ 0.025%
Underperforms the Index by
2.01% to 3.00%
0.025%
Outperforms the Index by
2.00% or less
0.00%
Underperforms the Index by
2.00% or less
0.00%
13. Constellation Strategic Value and High Income
Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
3.01% or more
+ 0.05%
Underperforms the Index by
3.01% or more
0.05%
Outperforms the Index by
3.00% or less
0.00%
Underperforms the Index by
3.00% or less
0.00%
14. Constellation Pitcairn Diversified Value Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
2.00% or more
+ 0.10%
Underperforms the Index by
2.00% or more
0.10%
Outperforms the Index by
1.99% or less
0.00%
Underperforms the Index by
1.99% or less
0.00%
15. Constellation Pitcairn Diversified Growth Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
2.00% or more
+ 0.10%
Underperforms the Index by
2.00% or more
0.10%
Outperforms the Index by
1.99% or less
0.00%
Underperforms the Index by
1.99% or less
0.00%
16. Constellation Pitcairn Select Value Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
3.00% or more
+ 0.10%
Underperforms the Index by
3.00% or more
0.10%
Outperforms the Index by
2.99% or less
0.00%
Underperforms the Index by
2.99% or less
0.00%
17. Constellation Pitcairn Sands Capital Select
Growth Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
3.50% or more
+ 0.15%
Underperforms the Index by
3.50% or more
0.15%
Outperforms the Index by
3.49% or less
0.00%
Underperforms the Index by
3.49% or less
0.00%
18. Constellation Pitcairn Small Cap Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
2.50% or more
+ 0.10%
Underperforms the Index by
2.50% or more
0.10%
Outperforms the Index by
2.49% or less
0.00%
Underperforms the Index by
2.49% or less
0.00%
19. Constellation Pitcairn Family Heritage Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
2.50% or more
+ 0.10%
Underperforms the Index by
2.50% or more
0.10%
Outperforms the Index by
2.49% or less
0.00%
Underperforms the Index by
2.49% or less
0.00%
20. Constellation International Equity Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
2.00% or more
+ 0.10%
Underperforms the Index by
2.00% or more
0.10%
Outperforms the Index by
1.99% or less
0.00%
Underperforms the Index by
1.99% or less
0.00%
21. Constellation Pitcairn Taxable Bond Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
1.00% or more
+ 0.08%
Underperforms the Index by
1.00% or more
0.08%
Outperforms the Index by
0.99% or less
0.00%
Underperforms the Index by
0.99% or less
0.00%
22. Constellation Pitcairn TaxExempt Bond Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
1.00% or more
+ 0.06%
Underperforms the Index by
1.00% or more
0.06%
Outperforms the Index by
0.99% or less
0.00%
Underperforms the Index by
0.99% or less
0.00%
23. Constellation HLAM Large Cap Quality Growth
Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
3.01% or more
+ 0.10%
Underperforms the Index by
3.01% or more
0.10%
Outperforms the Index by
3.00% or less
0.00%
Underperforms the Index by
3.00% or less
0.00%
24. Constellation TIP Mid Cap Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
3.01% or more
+ 0.10%
Underperforms the Index by
3.01% or more
0.10%
Outperforms the Index by
3.00% or less
0.00%
Underperforms the Index by
3.00% or less
0.00%
Schedule C
to the
Investment Advisory Agreement
as Amended
April 14, 2005
For Funds With No Performance Adjustment
This Schedule C shall apply to each of the Funds
identified on Schedule C1 hereto.
a The Trust shall pay to the Adviser a fee
for each Fund calculated daily and payable monthly
in arrears, computed as a percentage of the average
net assets of the Fund for such month at the rate
set forth in Schedule C1 hereto.
b The average net assets of the Fund for
any month shall be equal to the quotient produced by
dividing i the sum of the net assets of such Fund,
determined in accordance with procedures established
from time to time by or under the direction of the
Board of Trustees of the Trust, for each calendar
day of such month, by ii the number of such days.
Schedule C1
to the
Investment Advisory Agreement
as Amended
April 14, 2005
Listing of Funds and Fee Rates
Name of Fund
Performance
Index
Annual Basic
Fee Rate
Constellation TIP
Mid Cap Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Index
0.80%
10
25
