0001047469-04-005968 Sample Contracts

EXHIBIT 99(d)(3)
Fee Waiver Agreement • February 27th, 2004 • Stonebridge Funds Trust

By our execution of this letter agreement (the "Agreement"), Stonebridge Capital Management ("Stonebridge Capital"), to improve the performance of the Trust's portfolios, hereby waives a portion of the advisory fees it is entitled to receive pursuant to Section 6 of the Investment Advisory Agreements, both dated as of November 2, 1998 between the Trust and Stonebridge Capital, on behalf of the Aggressive Growth and Growth Funds, as follows for the fiscal year ending October 31, 2004:

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