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October 29, 1999
Xxxx X. Xxxxxxxxx
President
Governor Funds
0000 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
Re: Governor Funds
Dear Xx. Xxxxxxxxx:
By our execution of this letter agreement (the "Agreement"), intending
to be legally bound hereby, Xxxxxxxxxx Xxxxxx & Company, Inc. and Governors
Group Advisors, Inc. (the "Advisors") agree that in order to improve the
performance of Governor Funds which is comprised of the Prime Money Market, U.S.
Treasury Obligations Money Market, Established Growth, Aggressive Growth,
Emerging Growth, International Equity, Intermediate Term Income, Limited
Duration Government Securities, Pennsylvania Municipal Bond, Lifestyle
Conservative Growth, Lifestyle Moderate Growth and Lifestyle Growth Funds (each
a "Fund" and collectively, the "Funds"), the Advisors shall, from October 29,
1999 through October 31, 2000, waive all or a portion of their investment
advisory fees in the amount necessary so that after fee waivers the maximum
advisory fee shall not exceed .20% for the Prime Money Market Fund, .20% for the
U.S. Treasury Obligations Money Market Fund, .60% for the Established Growth
Fund, .70% for the Aggressive Growth Fund, .50% for the Emerging Growth Fund,
.40% for the International Equity Fund, .30% for the Intermediate Term Income
Fund, .30% for the Limited Duration Government Securities Fund, .30% for the
Pennsylvania Municipal Bond Fund, .15% for the Lifestyle Conservative Growth
Fund, .15% for the Lifestyle Moderate Growth Fund, and .15% for the Lifestyle
Growth Fund.
The Advisors acknowledge that they shall not be entitled to collect on
or make a claim for waived fees at any time in the future.
XXXXXXXXXX XXXXXX & COMPANY, INC.
By:
---------------------------------
Title:
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GOVERNORS GROUP ADVISORS, INC.
By:
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Title:
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Your signature below acknowledges
acceptance of this Agreement:
By:
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Xxxx X. Xxxxxxxxx
President
Governor Funds
