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EXHIBIT (13)
SHARE PURCHASE AGREEMENT
Governor Funds, a Delaware business trust (the "Trust"), and
BISYS Fund Services Limited Partnership d/b/a BISYS Fund Services, an Ohio
limited partnership ("Buyer"), hereby agree as follows:
1. The Trust hereby offers Buyer and Buyer hereby purchases,
in consideration for the payment of $100.00, one share of beneficial interest of
the Established Growth Fund, one share of the Aggressive Growth Fund, one share
of the Emerging Growth Fund, one share of the International Equity Fund, one
share of the Intermediate Term Income Fund, one share of the Limited Duration
Government Securities Fund, one share of the Pennsylvania Municipal Bond Fund,
one share of the Lifestyle Conservative Growth Fund, one share of the Lifestyle
Moderate Growth Fund, and one share of the Lifestyle Growth Fund, all for a
purchase price of $10.00 per share, and, in consideration for the payment of
$2.00, one share of the Prime Money Market Fund and one share of the U.S.
Treasury Obligations Money Market Fund, all for a purchase price of $1.00 per
share.
2. Buyer acknowledges that the shares purchased hereunder have
not been registered under the federal securities laws and that the Trust is
relying on certain exemptions from such registration requirements. Buyer
represents and warrants that it is acquiring such shares solely for investment
purposes and that Buyer has no present intention to redeem, sell or otherwise
dispose of the shares.
3. This Agreement shall be governed by the law of the State of
Delaware. Governor Funds is a business trust organized under the laws of
Delaware and under a Declaration of Trust, to which reference is hereby made and
a copy of which is on file at the office of the Secretary of State of Delaware
as required by law, and to any and all amendments thereto so filed or hereafter
filed. The obligations of "Governor Funds" entered into in the name or on behalf
thereof by any of the Trustees, officers, employees or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, officers, employees, agents or shareholders of the Trust personally
but bind only the assets of the Trust, and all persons dealing with any of the
Funds of the Trust must look solely to the assets of the Trust belonging to such
Fund for the enforcement of any claims against the Trust.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the ______ day of ____________, 1998.
(SEAL)
GOVERNOR FUNDS
By: ___________________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
BISYS FUND SERVICES LIMITED PARTNERSHIP
By: BISYS Fund Services Inc.,
General Partner
By: ___________________________________
Name:
Title:
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