0000950123-09-046592 Sample Contracts

PERFORMANCE FUNDS TRUST 3435 Stelzer Road Columbus, Ohio 43219 Dealer’s Agreement
Dealer’s Agreement • September 28th, 2009 • Performance Funds Trust • Ohio

BHIL Distributors, Inc. (“Underwriter”) invites you, as a selected dealer, to participate as principal in the distribution of shares (the “Shares”) of Performance Funds Trust (the “Trust”), of which it is the exclusive underwriter. Underwriter agrees to sell to you, subject to any limitations imposed by the Trust, Shares issued by the Trust and to promptly confirm each sale to you. All sales will be made according to the following terms:

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UNDERWRITING AGREEMENT
Underwriting Agreement • September 28th, 2009 • Performance Funds Trust • Ohio

This Agreement made as of by and between Performance Funds Trust (the “Trust”), a Delaware business trust and an open-end registered investment company, Trustmark Investment Advisors, Inc. a Mississippi corporation (the “Adviser”) and BHIL Distributors, Inc., an Ohio corporation (“Underwriter”).

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