EXHIBIT 99(d)(9)
EXPENSE LIMITATION AGREEMENT
PERFORMANCE FUNDS TRUST
EXPENSE LIMITATION AGREEMENT, effective as of August , 2004, by and
between Trustmark Investment Advisors, Inc. (the "Investment Adviser") and
PERFORMANCE FUNDS TRUST (the "Trust"), a Delaware business trust, on behalf of
each of the funds, listed on Exhibit A (each, a "Fund").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open end-diversified management company of
the series type, and each Fund is a series of the Trust; and
WHEREAS, the Trust and the Investment Adviser have entered into an
Investment Management Agreement (the "Management Agreement"), pursuant to which
the Investment Adviser will render investment advisory services to the Fund for
compensation based on the value of the average daily net assets of the Fund; and
WHEREAS, the Trust and the Investment Adviser have determined that it is
appropriate and in the best interests of the Fund and its shareholders to
maintain the expenses of the Fund at a level below to which the Fund would
normally be subject during its start-up period.
NOW, THEREFORE, the parties hereto agree as follows:
1. Expense Limitation.
1.1 Applicable Expense Limit. To the extent that the aggregate expenses
of every character incurred by the Fund in any fiscal year,
including but not limited to investment advisory fees of the
Investment Adviser (but excluding interest, taxes, brokerage
commissions and other expenditures which are capitalized in
accordance with generally accepted accounting principles and other
extraordinary expenses not incurred in the ordinary course of the
Fund's business) ("Fund Operating Expenses"), exceed the Operating
Expense Limit, as defined in Section 1.2 below, such excess amount
(the "Excess Amount") shall be the liability of the Investment
Adviser.
1.2 Operating Expense Limit. The Operating Expense Limit for each Fund's
full year of operations shall be a percentage of such Fund's average
daily net assets as described in Exhibit A or, in each subsequent
fiscal year following the end of the first year of operations, shall
be such other rate as may be agreed to in writing by the parties.
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1.3 Method of Computation. To determine the Investment Adviser's
liability with respect to the Excess Amount, each month the Fund
Operating Expenses shall be annualized as of the last day of the
month for each Fund. If the annualized Fund Operating Expenses for
any month exceed the Operating Expense Limit, the Investment Adviser
shall first waive or reduce its advisory fee for such month by an
amount sufficient to reduce the annualized Fund Operating Expenses
to an amount no higher than the Operating Expense Limit. If the
amount of the waived or reduced advisory fee for any such month is
insufficient to pay the Excess Amount, the Investment Adviser shall
also remit to a Fund an amount that, together with the waived or
reduced advisory fee, is sufficient to pay such Excess Amount.
1.4 Year-End Adjustment. If necessary, on or before the last day of the
first month of each fiscal year, an adjustment payment shall be made
by the appropriate party in order that the amount of the advisory
fees waived or reduced and other payments remitted by the Investment
Adviser to a Fund with respect to the previous fiscal year shall
equal the Excess Amount.
2. Reimbursement of Fee Waivers and Expense Reimbursements.
2.1 Reimbursement. If in any fiscal year in which the Investment
Advisory Agreement is still in effect, the estimated aggregate Fund
Operating Expenses for the fiscal year are less than the Operating
Expense Limit for that year, the Investment Adviser shall be
entitled to reimbursement by a Fund, in whole or in part as provided
below, of the advisory fees waived or reduced and other payments
remitted by the Investment Adviser and all other payments remitted
by the Investment Adviser to a Fund, pursuant to Section 1 hereof,
during any of the previous three (3) fiscal years less any
reimbursement previously paid by such Fund to the Investment
Adviser, pursuant to Sections 2.2 hereof, with respect to such
waivers, reductions and payments. The Reimbursement Amount shall not
include any additional charges or fees whatsoever, including, e.g.,
interest accruable on the Reimbursement Amount.
2.2 Method of Computation. To determine a Fund's payments, if any, to
reimburse the Investment Adviser for all or any portion of the
Reimbursement Amount, each month the Fund Operating Expenses for
each Fund shall be annualized as of the last day of the month. If
the annualized Fund Operating Expenses for any month are less than
the Operating Expense Limit, a Fund, only with the prior approval of
the Board, shall pay to the Investment Adviser an amount sufficient
to increase the annualized Fund Operating Expenses to an amount no
greater than the Operating Expense Limit, provided that such amount
paid to the Investment Adviser will in no event exceed the total
Reimbursement
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Amount. If the annualized Fund Operating Expenses for a Fund are
greater than the Operating Expense Limit for one or more months in a
quarter and less the remaining month(s), the calculation described
in this section will be made on a monthly basis and the net amount
of the monthly calculations will be reported to the Board. In no
event will a Fund be obligated to pay any fees waived or expenses
reimbursed by the Investment Adviser with respect to the other Funds
of the Trust.
2.3 Year-End Adjustment. If necessary, on or before the last day of the
first month of each fiscal year, an adjustment payment shall be made
by the appropriate party in order that the actual Fund Operating
Expenses for the prior fiscal year (including any reimbursement
payments hereunder with respect to such fiscal year) do not exceed
the Operating Expense Limit.
3. Term and Termination of Agreement.
This Agreement shall continue in effect for a period of one year from the
date of its execution and from year to year thereafter provided such
continuance is specifically approved by a majority of the trustees of the
Trust who (i) are not "interested persons" of the Trust or any other party
to this Agreement, as defined in the 1940 Act, and (ii) have no direct or
indirect financial interest in the operation of this Agreement
("Non-Interested Trustees"), provided however, that the reimbursements
described in Section 2 will not continue for more than three years after a
Fund's commencement of operations. The Adviser may upon 30 days' written
notice to the Trust terminate, in whole or in part, its obligation under
Section 1 to reduce its fees with respect to a Fund in any period no
earlier than the end of the first year of operations and following the
date specified in such notice (or change the percentage specified in
Section 1), but no such change shall affect the obligation (including the
amount of the obligation) of a Fund to repay any Excess Amounts eligible
for repayment pursuant to this agreement.
4. Miscellaneous.
4.1 Captions. The captions in this Agreement are included for
convenience of reference only and in no other way define or
delineate any of the provisions hereof or otherwise affect their
construction or effect.
4.2 Interpretation. Nothing herein contained shall be deemed to require
the Trust or a Fund to take any action contrary to the Trust's
Agreement and Declaration of Trust or By-Laws, or any applicable
statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Trust's Board of
Trustees of its responsibility for and control of the conduct of the
affairs of the Trust or each Fund.
4.3 Definitions. Any question of interpretation of any term or provision
of this Agreement, including but not limited to the investment
advisory fee,
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the computations of net asset values, and the allocation of
expenses, having a counterpart in or otherwise derived from the
terms and provisions of the Management Agreement or the 1940 Act,
shall have the same meaning as and be resolved by reference to such
Management Agreement or the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
PERFORMANCE FUNDS TRUST
By: __________________________________
President
Trustmark Investment Advisors, Inc.
By: __________________________________
President
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EXHIBIT A
TO THE EXPENSE LIMITATION AGREEMENT BETWEEN
PERFORMANCE FUNDS TRUST
AND
TRUSTMARK INVESTMENT ADVISORS, INC.
AUGUST, 2004
NAME OF FUND EXPENSE LIMITATION FOR FUND
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Leaders Equity Fund Class A shares, 1.50%;
Class B Shares, 2.25%; and
Institutional Class Shares, 1.25%
Dynamic Income Fund Class A shares, 1.30%; and
Institutional Class Shares, 0.95%
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