Exhibit (d)(5)
THE INTERMEDIATE TERM FIXED INCOME FUND
A Series of Performance Funds Trust
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
May 19, 1992
Trustmark National Bank 000
Xxxx Xxxxxxx Xxxxxx Xxxxxxx,
Xxxxxxxxxxx 00000
Investment Advisory Contract Supplement
Dear Sirs or Madams:
This will confirm the agreement between Performance Funds Trust (the
"Trust") and Trustmark National Bank (the "Adviser") as follows:
The Intermediate Term Fixed Income Fund (the "Fund") is a series
portfolio of the Trust which has been organized as a business trust under the
laws of the State of Delaware and is an open-end management investment company.
The Trust and the Adviser have entered into a Master Investment Advisory
Contract, dated May 19, 1992 (as from time to time amended and supplemented, the
"Master Advisory Contract"), pursuant to which the Adviser has undertaken to
provide or make provision for the Trust for certain investment advisory and
management services identified therein and to provide certain other services, as
more fully set forth therein. Certain capitalized terms used without definition
in this Investment Advisory Supplement have the meaning specified in the Master
Advisory Contract.
The Trust agrees with the Adviser as follows:
1. Adoption of Master Advisory Contract. The Master Advisory Contract
is hereby adopted for the Fund. The Fund shall be one of the "Funds" referred to
in the Master Advisory Contract; and its shares shall be a "Series" of shares as
referred to therein.
2. Payment of Fees. For all services to be rendered, facilities
furnished and expenses paid or assumed by the Adviser as provided in the Master
Advisory Contract and herein, the Fund shall pay a monthly fee on the first
business day of each month, based upon the average daily value (as determined on
each business day at the time set forth in the Prospectus for determining net
asset value per share) of the net assets of the Fund during the preceding month,
at the annual rate of .50%. Notwithstanding the foregoing, for the first six
months of operations, the Adviser hereby agrees to receive as full compensation
for all services rendered to the Fund a monthly fee based upon the average daily
value of the net assets of the Fund calculated at the annual rate of 0.35%.
3. Limitation of Expenses Paid by the Fund. (a) If the aggregate
expenses of every character incurred by, or allocated to, a Fund in any fiscal
year, other than interest, taxes, expenses under the Plan, brokerage commissions
and other portfolio transaction expenses, other expenditures which are
capitalized in accordance with generally accepted accounting principles and any
extraordinary expenses (including, without limitation, litigation and
indemnification expenses) but including the fees payable under the Master
Administrative Services Contract and the fees provided for in paragraph 5 of the
Master Advisory Contract ('includable expenses'), shall exceed the expense
limitations applicable to the Fund imposed by state securities laws or
regulations thereunder, as these limitations may be raised or lowered from time
to time, the Fund may deduct from the fees to be paid to the Adviser, or the
Adviser will bear, to the extent required by state law, that portion of such
excess which bears the same relation to the total of such excess as the fee to
be paid to the Adviser bears to the total fee otherwise payable for the fiscal
year by the Fund pursuant to the Master Advisory Contract and the Master
Administrative Services Contract between the Trust and the Administrator. The
Adviser's obligation pursuant hereto will be limited to the amount of the fees
payable for the fiscal year by the Fund pursuant to the Master Advisory
Contract.
(b) With respect to portions of a fiscal year in which this
Contract shall be in effect, the limitation specified in subparagraph (a) of
paragraph 3 above shall be prorated according to the proportion which that
portion of the fiscal year bears to the full fiscal year. At the end of each
month of the Trust's fiscal year, the Administrator will review the includable
expenses accrued during that fiscal year to the end of the period and shall
estimate the contemplated includable expenses for the balance of that fiscal
year. If, as a result of that review and estimation, it appears likely that the
includable expenses will exceed such limitation for a
2
fiscal year with respect to the Fund, the monthly fees relating to that Fund
payable to the Adviser under this Contract for such month shall be reduced,
subject to the later adjustments at the end of each month through the end of the
fiscal year to reflect actual expenses, by an amount equal to the proportionate
share attributable to the Adviser as described in subparagraph (a) of paragraph
3 above of a pro rata portion (prorated on the basis of the remaining months of
the fiscal year, including the month just ended) of the amount by which the
includable expenses for the fiscal year (less an amount equal to the aggregate
of actual reductions made pursuant to this provision with respect to prior
months of the fiscal year) are expected to exceed such limitation. For purposes
of the foregoing, the value of the net assets of the Fund shall be computed in
the manner specified in the penultimate sentence of paragraph 5 of the Master
Advisory Contract, and any payments required to be made by the Adviser shall be
made once a year promptly after the end of the Trust's fiscal year.
If the foregoing correctly sets forth the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
very truly yours,
THE INTERMEDIATE TERM FIXED INCOME FUND,
a Series of Performance Funds Trust
By: /s/ Xxxx Xxxxxxx
------------------------------------
Title: President
The foregoing Contract is hereby
agreed to as of the date hereof:
TRUSTMARK RATIONAL BARK
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Title: Sr. Vice-President
3
