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eXHIBIT 15(j)
PERFORMANCE FUNDS TRUST
SERVICE ORGANIZATION AGREEMENT
INSTITUTIONAL CLASS
SERVICE ORGANIZATION AGREEMENT, dated as of ________________,
by and between Performance Funds Trust (the "Trust"), a Delaware business trust,
on behalf of The Money Market Fund, The Short Term Government Income Fund, The
Intermediate Term Government Income Fund, The Small Cap Fund, The Mid Cap Growth
Fund and The Large Cap Equity Fund and , (the "Financial Institution"), as a
shareholder servicing agent hereunder (the "Agent") relating to transactions in
Institutional Class shares of capital stock, $.001 par value (the "Shares"), of
any of the existing investment portfolios offered by the Trust (the "Funds"). In
the event that the Trust establishes one or more portfolios other than the Funds
with respect to which it decides to retain the Financial Institution hereunder,
the Trust shall promptly notify the Financial Institution in writing. If the
Financial Institution is willing to render such services, it shall notify the
Trust in writing whereupon such portfolio shall become a Fund hereunder.
The Trust and the Financial Institution hereby agree as
follows:
1. APPOINTMENT. The Financial Institution, as Agent, hereby
agrees to perform certain services for its customers (the "Customers") as
hereinafter set forth. The Agent's appointment hereunder is non-exclusive, and
the parties recognize and agree that, from time to time, the Trust may enter
into other shareholder servicing agreements, in writing, with other financial
institutions.
2. SERVICES TO BE PERFORMED. The Agent, as agent for its
Customers, shall be responsible for performing shareholder administrative
support services, which will include the following: (i) answering customer
inquiries regarding account status and history, the manner in which purchases,
exchanges and redemptions of shares of the Funds may be effected and certain
other matters pertaining to the Funds; (ii) assisting shareholders in
designating and changing dividend options, account designations and addresses;
(iii) providing necessary personnel and facilities to establish and maintain
shareholder accounts and records; (iv) assisting in aggregating and processing
purchase, exchange and redemption transactions; (v) placing net purchase and
redemption orders with the Trust's distributor; (vi) arranging for wiring of
funds; (vii) transmitting and receiving funds in connection with customer orders
to purchase or redeem shares; (viii) processing dividend payments; (ix)
verifying and guaranteeing shareholder signatures in connection with redemption
orders and transfers and changes in shareholder-designated accounts, as
necessary; (x) providing periodic statements showing a customer's account
balance and, to the extent practicable, integrating such information with other
customer transactions otherwise effected through or
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with the Shareholder Servicing Agent; (xi) furnishing (either separately or on
an integrated basis with other reports sent to a shareholder by a Shareholder
Servicing Agent) monthly and year-end statement and confirmations of purchases,
exchanges and redemptions; (xii) transmitting on behalf of the Trust, proxy
statements, annual reports, updating prospectuses and other communications from
the Trust to the shareholders of the Funds; (xiii) receiving, tabulating and
transmitting to the Trust proxies executed by shareholders with respect to
meetings of shareholders of the Funds; (xiv) providing sub-transfer agency
services; (xv) providing sub-custodian services; (xvi) providing sub-accounting
services; (xvii) providing fiduciary services (excluding investment management)
and (xviii) providing asset allocation services.
The Agent shall provide all personnel and facilities
necessary in order for it to perform the functions described in this paragraph
with respect to its Customers.
3. FEES.
3.1. FEES FROM THE TRUST. In consideration for the services
described in Section 2 hereof and the incurring of expenses in connection
therewith, the Agent shall receive a fee (which may vary depending upon the
services provided), computed daily and payable monthly, at the annual rate of up
to 0.35% of the average daily net asset value of Shares of each Fund for which
the Agent from time to time performs services under this Agreement on behalf of
Customers: provided that no more than 0.25% of such fee may be paid to such
Agent in "services fees" within the meaning of the NASD Rules. Fees with respect
to Customers' Shares in any one Fund will be paid exclusively from the assets of
that class of shares of the Fund in which such Customer's assets are invested.
For purposes of determining the fees payable to the Agent hereunder, the value
of the Trust's net assets shall be computed in the manner specified in the
Trust's then-current prospectus and statement of additional information (the
"Prospectus") for computation of the net asset value of the Trust's Shares.
3.2. FEES FROM CUSTOMERS. It is agreed that the Financial
Institution may impose certain conditions on Customers, in addition to or
different from those imposed by the Trust, such as requiring a minimum initial
investment or imposing limitations on the amounts of transactions. It is also
understood that the Financial Institution may directly credit or charge fees to
Customers in connection with an investment in the Funds. The Financial
Institution shall credit or ▇▇▇▇ Customers directly for such credits or fees. In
the event the Financial Institution charges Customers such fees, it shall make
appropriate prior written disclosure (such disclosure to be in accordance with
all applicable laws) to Customers both of any direct fees charged to the
Customer and of the fees received or to be received by it from the Trust
pursuant to Section 3.1 of this Agreement. It is understood however, that in no
event shall the Financial Institution have recourse or access as Agent or
otherwise to the account of any shareholder of the Trust except to the extent
expressly authorized by law or by such shareholder, or to any assets of the
Trust, for payment of any direct fees referred to in this Section 3.2.
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4. APPROVAL OF MATERIALS TO BE CIRCULATED. Advance copies or
proofs of all materials which are to be generally circulated or disseminated by
the Agent to Customers or prospective Customers which identify or describe the
Trust shall be provided to the Trust at least 10 days prior to such circulation
or dissemination (unless the Trust consents in writing to a shorter period), and
such materials shall not be circulated or disseminated or further circulated or
disseminated at any time after the Trust shall have given written notice to the
Agent of any objection thereto.
Nothing in this Section 4 shall be construed to make the Trust liable
for the use of any information about the Trust which is disseminated by the
Agent.
5. COMPLIANCE WITH LAWS, ETC. The Agent shall comply with all
applicable federal and state laws and regulations in the performance of its
duties under this Agreement, including securities laws.
6. LIMITATION OF AGENT'S LIABILITY. In consideration of the
Agent's undertaking to render the services described in this Agreement, the
Trust agrees that the Agent shall not be liable under this Agreement for any
error of judgment or mistake of law or for any loss suffered by the Trust in
connection with the performance of this Agreement, provided that nothing in this
Agreement shall be deemed to protect or purport to protect the Agent against any
liability to the Trust or its shareholders to which the Agent would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of the Agent's duties under this Agreement or by reason of the
Agent's reckless disregard of its obligations and duties hereunder.
7. INDEMNIFICATION. The Trust agrees to indemnify and hold
harmless the Agent from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, liabilities arising under the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the Investment Company Act of 1940, as amended, and any state and
foreign securities and blue sky laws, all as or to be amended from time to time)
and expenses, including attorneys' fees and disbursements arising directly or
indirectly from (i) any misstatements or omissions in the Trust's Prospectus, or
(ii) any action or thing which the Agent takes or does or omits to take or do
reasonably believed by the Agent to be at the request or direction or in
reliance on the advice or instructions, whether oral or written, of the Trust
provided, that the Agent shall not be indemnified against any liability to the
Trust or to its shareholders (or any expenses incident to such liability)
arising out of the Agent's own willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder or by reason of its
reckless disregard of its obligations and duties hereunder. In order that the
indemnification provision contained in this paragraph shall apply, it is
understood that if in any case the Trust may be asked to indemnify or save the
Agent harmless, the Trust shall be fully and promptly advised of all pertinent
facts concerning the situation in question, and it is further understood that
the Agent
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will use all reasonable care to identify and notify the Trust promptly
concerning any situation which presents or appears likely to present the
probability of such a claim for indemnification against the Trust. The Trust
shall have the option to defend the Agent against any claim which may be the
subject of this indemnification and, in the event that the Trust so elects, it
will so notify the Agent and thereupon the Trust shall take over complete
defense for the claim, and the Agent shall in such situation incur no further
legal or other expenses for which it shall seek indemnification under this
paragraph. The Agent shall in no case confess any claim or make any compromise
or settlement in any case in which the Trust will be asked to indemnify the
Agent, except with the Trust's prior written consent.
8. LIMITATION OF SHAREHOLDER LIABILITY, ETC. The Agent hereby
agrees that obligations assumed by the Trust pursuant to this Agreement shall be
limited in all cases to the Trust and its assets and that the Agent shall not
seek satisfaction of any such obligation from the shareholders or any
shareholder of the Trust. It is further agreed that the Agent shall not seek
satisfaction of any such obligations from the Board of Trustees or any
individual Trustee of the Trust.
9. NOTICES. All notices or other communications hereunder to
either party shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. Notices shall be addressed (a) if to the Trust, at the
address of the Trust, or (b) if to the Agent, at ,, Attention:
10. Further Assurances. Each party agrees to perform such
further acts and execute such further documents as are necessary to effectuate
the purposes hereof.
11. Termination. This Agreement will continue in effect until
two years from the date hereof and thereafter for successive annual periods,
provided that such continuance is specifically approved at least annually (a) by
the Trust's Board of Trustees and (b) by the vote, cast in person at a meeting
called for the purpose, of a majority of the Trust's trustees who are not
parties to this Agreement or "interested persons" (as defined in the ▇▇▇▇ ▇▇▇)
of any such party. This Agreement may be terminated at any time, without the
payment of any penalty, by a vote of a majority of the Trust's outstanding
voting securities (as defined in the ▇▇▇▇ ▇▇▇) or by a vote of a majority of the
Trust's entire Board of Trustees on 60 days' written notice to the Agent or by
the Agent on (60) days' written notice to the Trust. Notice of termination of
the Shareholder Servicing Plan by the Board of Trustees, pursuant to which this
Agreement has been entered, shall constitute a notice of termination of this
Agreement.
12. Changes; Amendments. This Agreement may be changed or
amended only by written instrument signed by both parties.
13. Reports. The Agent will provide the Trust or its designees
such information as the Trust or its designees may reasonably request
(including, without limitation, periodic certifications confirming the provision
to Customers of the services
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described herein), and will otherwise cooperate with the Trust and its designees
(including, without limitation, any auditors designated by the Trust), in
connection with the preparation of reports to its Board of Trustees concerning
this Agreement and the monies paid or payable under this Agreement, as well as
any other reports or filings that may be required by law.
14. SUBCONTRACTING BY AGENT. The Agent may subcontract for the
performance of the Agent's obligations hereunder with any one or more persons,
including but not limited to any one or more persons which is an affiliate of
the Agent; PROVIDED, HOWEVER, that the Agent shall be as fully responsible to
the Trust for the acts and omissions of any subcontractor as it would be for its
own acts or omissions. The Agent shall notify the Trust of any such arrangements
no later than the next meeting of the Trust's Board of Trustees following the
entry by the Agent into such arrangements. Notwithstanding this paragraph or
paragraph 11 of this Agreement, the Trust reserves the right to terminate this
Agreement immediately or upon such notice as the Trust, in its sole discretion,
determines to give, and without payment of any penalty, if the Trust notifies
the Agent that any subcontractor of the Agent is unacceptable to the Trust for
any reason and the Agent does not terminate its arrangements with such
subcontractor as promptly as reasonably practicable.
15. GOVERNING LAW. This Agreement shall be governed by the
laws of the State of New York.
16. MISCELLANEOUS. The captions in this Agreement are included
for convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement has been executed on behalf of the Trust by the undersigned not
individually, but in the capacity indicated.
PERFORMANCE FUNDS TRUST
By:
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Title:
[Financial Institution]
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By:
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Title:
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