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Exhibit (h)(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, BISYS Fund Services Ohio, Inc. and Governors Group
Advisors, Inc. (the "Co-Administrators") 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 Co-Administrators shall, from
October 29, 1999 through October 31, 2000, waive all or a portion of their
administration fees in the amount necessary so that after fee waivers the
maximum administration fees for each Fund except for the Lifestyle Conservative
Growth, Lifestyle Moderate Growth and Lifestyle Growth Funds (collectively the
"Lifestyle Funds") shall not exceed .115% of each Fund's average daily net
assets. There are no administration fees charged on the Lifestyle Funds.
The Co-Administrators acknowledge that they shall not be entitled to
collect on or make a claim for waived fees at any time in the future.
BISYS FUND SERVICES OHIO, INC.
By: /s/ William Tomko
--------------------------
William Tomko
Title: Vice President
GOVERNORS GROUP ADVISORS, INC.
By: /s/ William C. Martindale Jr.
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William C. Martindale, Jr.
Title: CEO
Your signature below acknowledges
acceptance of this Agreement:
By: /s/ Michael Grunewald
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Michael Grunewald
Treasurer
Governor Funds
