Performance Funds Trust Sample Contracts

AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • September 30th, 1998 • Performance Funds Trust
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AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • September 30th, 1998 • Performance Funds Trust
AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • October 2nd, 2006 • Performance Funds Trust
AGREEMENT AND PLAN OF REORGANIZATION (Large Cap Equity Fund)
Agreement and Plan of Reorganization • July 25th, 2012 • Federated Equity Funds • Pennsylvania

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this ___ day of ____, 2012, by and between Federated Equity Funds, a Massachusetts business trust, with its principal place of business at 4000 Ericsson Drive, Warrendale, PA 15086-7561 (the “Surviving Fund Registrant”), on behalf of its series, Federated Capital Appreciation Fund (the “Surviving Fund”), and Performance Funds Trust, a Delaware business trust, with its principal place of business at 100 Summer Street, Suite 1500, Boston, MA 02110 (the “Reorganizing Fund Registrant”), on behalf of its series, Large Cap Equity Fund (“Reorganizing Fund” and, collectively with the Surviving Fund, the “Funds”).

DISTRIBUTION AGREEMENT
Distribution Agreement • July 31st, 2009 • Performance Funds Trust • New York

AGREEMENT made as of March 31, 2009 between Performance Funds Trust (the “Trust”), having an office at 3435 Stelzer Road, Columbus, Ohio 43219, and Performance Funds Distributor, Inc. (“Distributor”), having an office at 10 High Street, Boston, Massachusetts 02110.

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AMENDMENT NO. 3 TO ADMINISTRATION AGREEMENT, FUND ACCOUNTING AGREEMENT, AND TRANSFER AGENCY AGREEMENT
Administration Agreement • July 31st, 2009 • Performance Funds Trust

AMENDMENT made as of the 6th day of November, 2008, between PERFORMANCE FUNDS TRUST, a Delaware statutory trust (the “Trust”), and CITI FUND SERVICES OHIO, INC., an Ohio corporation, formerly known as BISYS Fund Services Ohio, Inc. (“Citi”), to the Administration Agreement, Fund Accounting Agreement and Transfer Agency Agreement, each dated December 1, 2003, between the Trust and Citi (as previously amended and in effect on the date hereof, the “Agreements”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreements.

PERFORMANCE FUNDS TRUST SERVICE ORGANIZATION AGREEMENT CLASS B SHARES
Performance Funds Trust • September 30th, 1998 • New York
DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • July 31st, 2009 • Performance Funds Trust • New York

AGREEMENT made as of March 31, 2009 by and between Trustmark Investment Advisors, Inc., a Mississippi corporation (the “Adviser”), and Performance Funds Distributor, LLC, a Delaware limited liability company (the “Distributor”).

PERFORMANCE FUNDS TRUST 3435 Stelzer Road Columbus, Ohio 43219 Dealer’s Agreement
’s Agreement • September 28th, 2009 • Performance Funds Trust • Ohio

BHIL Distributors, Inc. (“Underwriter”) invites you, as a selected dealer, to participate as principal in the distribution of shares (the “Shares”) of Performance Funds Trust (the “Trust”), of which it is the exclusive underwriter. Underwriter agrees to sell to you, subject to any limitations imposed by the Trust, Shares issued by the Trust and to promptly confirm each sale to you. All sales will be made according to the following terms:

UNDERWRITING AGREEMENT
Underwriting Agreement • September 28th, 2010 • Performance Funds Trust • Ohio

This Agreement made as of October 1, 2009 by and between Performance Funds Trust (the “Trust”), a Delaware business trust and an open-end registered investment company, Trustmark Investment Advisors, Inc. a Mississippi corporation (the “Adviser”) and BHIL Distributors, Inc., an Ohio corporation (“Underwriter”).

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