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Law Offices
DRINKER BIDDLE & REATH LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
November 18, 1999
VIA EDGAR TRANSMISSION
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
Re: Governor Funds (the "Trust")
Registration Nos. 333-65213/811-9029
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Ladies and Gentlemen:
On behalf of Trust and pursuant to Rule 497(j) under the Securities Act
of 1933, as amended (the "1933 Act"), I hereby certify that the Prospectuses
dated November 1, 1999 for 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 of the Trust that would
have been filed under paragraph (c) of Rule 497 under the 1933 Act would not
have differed from the Prospectuses contained in the Trust's most recent
Post-Effective Amendment to its Registration Statement on Form N-1A under the
1933 Act and the Investment Company Act of 1940, as amended, ("PEA #2), which
was filed on November 1, 1999; and (ii) the text of PEA #2 has been filed
electronically.
Questions and comments concerning this letter may be directed to the
undersigned at (215) 988-2918.
Very truly yours,
/s/Kathryn R. Williams
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Kathryn R. Williams