1
EXHIBIT 15b
THE SMALL CAP FUND
A Series of Performance Funds Trust
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
September 5, 1997
Performance Funds Distributor, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Rule 12b-1 Distribution Plan and Agreement Supplement
Dear Sirs or Madams:
This will confirm the agreement between Performance Funds Trust (the
"Trust") and Performance Funds Distributor Inc. ("PFD" or the "Distributor") as
follows:
The Small Cap 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 Distributor
have entered into a Rule 12b-1 Distribution Plan and Agreement, dated March 1,
1993 (as from time to time amended and supplemented, the "Master Agreement"),
pursuant to which the Distributor has agreed to pay broker-dealers and other
financial intermediaries for rendering certain distribution related services, as
more fully set forth therein. Certain capitalized terms used without definition
in this Supplement have the meaning specified in the Master Agreement.
The Trust agrees with the Sponsor as follows:
1. Adoption of Master Agreement. The Master Agreement is hereby adopted
for the Fund. The Fund shall be one of the "Funds" referred to in the Master
Agreement; and its shares shall be a "Series" of shares as referred to therein.
2. Payment of Fees. Fees for services rendered pursuant tot he Master
Agreement and this Supplement are paid in accordance with paragraph 3 of the
Master Agreement and at an annual rate not in excess of 0.35% of the average
daily value of the net assets of the Fund. Notwithstanding the foregoing, for
the first six months of operations, the Distributor hereby agrees to receive as
full compensation for all services rendered to the Fund a monthly fee based upon
the average daily value of the net assets of the Fund calculated at an annual
rate not in excess of 0.25%.
2
If the foregoing correctly sets forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
THE SMALL CAP FUND, a Series of
Performance Funds Trust
By:
---------------------------
Title: Secretary
The foregoing Plan and
Agreement is hereby agreed
to as of the date hereof:
PERFORMANCE FUNDS DISTRIBUTOR, INC.
By:
-----------------------------------------
Title: President
