Ex99.B5c
AMENDMENT OF MANAGEMENT AND TRANSFER AGENT AGREEMENT
The Management And Transfer Agent Agreement was amended by the
shareholders of PDC&J Performance Fund at the Annual Meeting held on
September 7, 1984 as follows:
Section 4 - YOUR COMPENSATION
The first paragraph of this Section was amended as follows:
"For all of the services to be rendered and payments made as
provided in this Agreement the Fund will pay you as of the last day
of each month a fee, accrued daily equal to the annual rate of
.50% if the daily net asset value of the Fund."
Section 6 - DURATION AND TERMINATION OF THIS AGREEMENT
The second paragraph of this Section was amended as follows:
"This Agreement may, on sixty days written notice, be
terminated at any time without the payment of any penalty, by vote
of a majority of the members of the Board who are not 'interested
persons' of the Fund, as defined in the Investment Company Act of
1940 and who have no direct or indirect financial interest in the
operation of any plan adopted under Rule 12b-1 under the Investment
Company Act of 1940 or in any agreement relating to such plan, by
vote of a majority of the outstanding voting securities of the Fund
or by you. This Agreement shall automatically terminate in the
event of its assignment."
