Exhibit (d)(12)
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:
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President
Trustmark Investment Advisors, Inc.
By:
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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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