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EXHIBIT 5(c)
THE SMALLCAP INVESTOR FUND
A SERIES OF PERFORMANCE FUNDS TRUST
0000 XXXXXXX XXXX
XXXXXXXX, XXXX 00000
September 5, 1997
Trustmark National Bank
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Investment Advisory Contract Supplement
Dear Sirs or Madams:
This will confirm the agreement between Performance Funds Trust (the
"Trust") and Trustmark National Bank (the "Adviser") as follows:
The SmallCap Investor Fund (the "Fund") is a series portfolio of the
Trust which has been organized as a business trust under the laws of the State
of Delaware and is an open-end management investment company. The Trust and
the Adviser have entered into a Master Investment Advisory Contract, dated
March 1, 1993 (as from time to time amended and supplemented, the "Master
Advisory Contract"), pursuant to which the Adviser has undertaken to provide or
make provision for the Trust for certain investment advisory and management
services identified therein and to provide certain other services, as more
fully set forth therein. Certain capitalized terms used without definition in
this Investment Advisory Contract Supplement have the meanings specified in the
Master Advisory Contract.
The Trust agrees with the Adviser as follows:
1. ADOPTION OF MASTER ADVISORY CONTRACT. The Master Advisory
Contract is hereby adopted for the Fund. The Fund shall be one of the "Funds"
referred to in the Master Advisory Contract; and its shares shall be a "Series"
of shares as referred to therein.
2. PAYMENT OF FEES. For all services to be rendered, facilities
furnished and expenses paid or assumed by the Adviser as provided in the Master
Advisory Contract and herein, the Fund shall pay a monthly fee on the first
business day of each month, based upon the average daily value (as determined
on each business day at the time set forth in the Prospectus for determining
net asset value per share) of the net assets of the Fund during the preceding
month, at the annual rate of 1.00%.
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If the foregoing correctly sets forth the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
The SmallCap Investor Fund, a Series
of Performance Funds Trust
By:
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Title:
The foregoing Contract is
hereby agreed to as of the
date hereof:
TRUSTMARK NATIONAL BANK
By:
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Title:
