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EXHIBIT 15d
COMPENSATION AGREEMENT
THIS AGREEMENT, dated as of August 1, 1997, by and between Trustmark
National Bank (the "Adviser"), having its principal place of business at 000
Xxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx 00000-0000, and BISYS FUND SERVICES
LIMITED PARTNERSHIP d/b/a BISYS FUND SERVICES ("BISYS"), having its principal
place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000. Capitalized terms
not defined herein are defined in the services agreement described below.
W I T N E S S E T H:
WHEREAS, BISYS has entered into a services agreement (the "Services
Agreement") with Performance Funds Distributor, Inc. (the "Distributor"), dated
as of the date first written above, pursuant to which BISYS shall be compensated
for the provision of certain promotional activities designed to generate sales
of shares of the series (hereinafter referred to individually as a "Fund" and
collectively as the "Funds") of Performance Funds Trust (the "Company");
WHEREAS, the Distributor is obligated to pay Marketing Fees to BISYS
under the Services Agreement for such period of time that the Services Agreement
remains in full force and effect;
WHEREAS, the Distributor is obligated to pay Asset-Based Fees to BISYS
under the Services Agreement for such period of time that the Services Agreement
remains in full force and effect and for a period of time following the
termination of the Services Agreement, provided, that such payment obligation
shall cease in the event that (i) the Distributor is terminated as principal
underwriter of the shares of the Company or otherwise ceases to act in such
capacity, or (ii) the Company's plan of distribution, adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940, or any other plan for the
financing of shareholder servicing activities (collectively, the "Plans") which
finances such payment obligation is terminated for whatever reason by the
Company's Board of Directors/Trustees;
WHEREAS, the parties hereto agree and acknowledge that the Adviser
shall benefit from sales of Fund shares resulting from the promotional
activities of BISYS;
WHEREAS, BISYS has committed a substantial amount of resources to the
implementation of a marketing program to support such promotional activities;
and
WHEREAS, the Adviser desires to ensure that BISYS receives appropriate
compensation in consideration of such commitment.
NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements contained herein, the parties hereto agree as follows:
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1. Payments to BISYS.
As consideration for the Promotional Activities described in
Section 1(a) of the Services Agreement, the Adviser agrees to pay to BISYS the
fees described in Schedule B of the Services Agreement in accordance with the
terms of such Services Agreement in the event that the Distributor fails for any
reason to pay such fees in accordance with the terms of such Services Agreement
(i) during any portion of the Initial Term of the Services Agreement, as defined
therein and (ii) following the Initial Term of the Service Agreement in
accordance with the Schedule for the Payment of Asset-Based Fees Following
Termination contained therein.
2. Duration and Termination.
This Agreement shall become effective as of the date first
written above. It shall continue in effect until such time as the Adviser's
payment obligations hereunder are fully satisfied.
3. Miscellaneous.
All notices and other communications made hereunder shall be
in writing and shall be deemed duly given when received by the party to whom
such notice has been directed at the respective addresses set forth herein or to
such other addresses as either party may designate by written notice to the
other party hereunder. The headings in this Agreement are for convenience of
reference only and shall not alter or otherwise affect the meaning of the
provisions herein. This Agreement cannot be changed or terminated orally and no
waiver of compliance with any provision, and no consent provided herein, shall
be effective unless evidenced by an instrument executed by the party to be
charged. This Agreement shall be governed by the internal laws of the State of
Ohio, without giving effect to conflict of laws principles. This Agreement shall
be binding upon and inure to the benefit of the parties and their successors,
but this Agreement may not be assigned by either party.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
TRUSTMARK NATIONAL BANK
By:
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Title:
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BISYS FUND SERVICES LIMITED
PARTNERSHIP
BY: BISYS FUND SERVICES, INC.,
GENERAL PARTNER
By:
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Title:
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