0000950123-09-028244 Sample Contracts

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, Fund Accounting Agreement, and Transfer Agency 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.

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”).

AMENDMENT TO RULE 22C-2 SERVICES AGREEMENT
Rule 22c-2 Services Agreement • July 31st, 2009 • Performance Funds Trust

AMENDMENT made as of the 26th 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 Rule 22c-2 Services Agreement dated January 12, 2007, between the Trust and Citi (as previously amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

AMENDMENT TO WEBSITE SERVICES AGREEMENT
Website Services Agreement • July 31st, 2009 • Performance Funds Trust

AMENDMENT made as of the 1st day of December, 2008, among PERFORMANCE FUNDS TRUST, a Delaware statutory trust (the “Trust”), CITI FUND SERVICES OHIO, INC., an Ohio corporation, formerly known as BISYS Fund Services Ohio, Inc. (“Citi”), and Trustmark Investment Advisors (the “Manager”) to the Website Services Agreement dated July 1, 2004, among the Trust, Citi and the Manager (as previously amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

AMENDMENT TO COMPLIANCE SERVICES AGREEMENT
Compliance Services Agreement • July 31st, 2009 • Performance Funds Trust

AMENDMENT made as of the 26th 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 Compliance Services Agreement dated August 18, 2004, between the Trust and Citi (as previously amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

AMENDMENT NO. 1 TO EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 31st, 2009 • Performance Funds Trust

AMENDMENT made as of the 7th day of November, 2008, between PERFORMANCE FUNDS TRUST, a Delaware statutory trust (the “Trust”), and TRUSTMARK INVESTMENT ADVISORS, INC. (the “Investment Adviser”), to the Expense Limitation Agreement, dated August 17 2004 (the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • July 31st, 2009 • Performance Funds Trust

AMENDMENT made as of the 26th 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 dated December 1, 2003, between the Trust and Citi (as previously amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

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