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February 17, 2006
▇▇. ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, Chairman
Stonebridge Funds Trust
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Stonebridge Funds Trust (The "Trust")
Dear ▇▇. ▇▇▇▇▇▇▇:
By our execution of this letter agreement (the "Agreement"), Stonebridge Capital Management ("Stonebridge Capital"), to improve the performance of the Trust's Small Cap Growth Fund portfolio (the "Fund"), hereby waives a portion of the advisory fees Stonebridge Capital is entitled to receive pursuant to Section 6 of the Investment Advisory Agreement dated as of November 2, 1998 between the Trust, on behalf of the Fund, and Stonebridge Capital, as follows:
| Portfolio |
Contractual Advisory Fee |
Advisory Fee Waiver |
Net Advisory Fee |
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|---|---|---|---|---|---|---|---|
| Small Cap Growth Fund | 1.00 | % | .50 | % | .50 | % |
Stonebridge Capital hereby confirms that the Fund's advisory fee waiver referenced above has been in effect since November 1, 2005 and will continue until February 27, 2007. Stonebridge Capital acknowledges that it will not be entitled to collect on or make a claim for waived fees at any time in the future.
STONEBRIDGE CAPITAL MANAGEMENT |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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| Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Financial Officer |
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Your signature below acknowledges
Acceptance of this Agreement:
By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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| Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chairman, Stonebridge Funds Trust |
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