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Exhibit (d)(2)
October 29, 1999
Governor Funds
3435 Stelzer Road
Columbus, OH 43219
Re: Governor Funds
Ladies and Gentlemen:
By our execution of this letter agreement (the "Agreement"), intending
to be legally bound hereby, Governors Group Advisors, Inc. (the "Advisor")
agrees 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
Advisor shall, from October 29, 1999 through October 31, 2000, waive all or a
portion of its 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, and .30% for the Pennsylvania Municipal Bond Fund. With respect
to the Lifestyle Conservative Growth, Lifestyle Moderate Growth and Lifestyle
Growth Funds (each, a "Lifestyle Fund," and, collectively, the "Lifestyle
Funds"), the Advisor shall, from October 29, 1999 through October 31, 2000,
waive all or a portion of its investment advisory fees and/or reimburse expenses
(other than underlying fund expenses, brokerage commissions, extraordinary
items, interest and taxes) in an aggregate amount equal to the amount by which a
Lifestyle Fund's total operating expenses (other than underlying fund expenses,
brokerage commissions, extraordinary items, interest and taxes) exceeds a total
operating expense ratio (other than underlying fund expenses, brokerage
commissions, extraordinary items, interest and taxes) of 1.65% of such Lifestyle
Fund's average daily net assets.
The Advisor acknowledges that it (1) shall not be entitled to collect
on or make a claim for waived fees at any time in the future, and (2) shall not
be entitled to collect on or make a claim for reimbursed Lifestyle Fund expenses
at any time in the future.
GOVERNORS GROUP ADVISORS, INC.
By: /s/ William C. Martindale Jr.
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Title: CEO
Your signature below acknowledges
acceptance of this Agreement:
By: /s/ Michael Grunewald
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Michael Grunewald
Treasurer
Governor Funds
