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CENTURA SHARES
3435 STELZER ROAD
COLUMBUS, OH 43219
(800) 44CENTURA (442-3688)
THE PERFORMANCE MONEY MARKET FUND
The Money Market Fund (the "Fund") a series of Performance Funds Trust, is
a registered management investment company. The Fund's objective is to provide
investors with as high a level of income as is consistent with preservation of
capital and liquidity. This prospectus relates exclusively to the Centura Shares
of the Fund. This Prospectus relates only to the "Consumer Service Class" of the
Fund's shares. Certain investors may qualify to invest in the Fund's
"Institutional Class," which is not offered hereby. See, "Other Information --
Capitalization." The Fund pays certain expenses related to the distribution of
its shares, calculated at an annual rate and based on a percentage of the
average daily net assets.
Trustmark National Bank acts as investment adviser of the Fund and an
affiliate of BISYS Fund Services, Inc. acts as distributor of the Fund's shares
(the "Distributor"). The Distributor, is a registered broker-dealer and member
of the National Association of Securities Dealers, Inc.
Investors should be aware that the Centura Shares may not be purchased
other than through certain securities dealers with whom the Distributor, has
entered into agreements for this purpose, directly from the Distributor or
through certain Service Organizations with whom they have accounts. Centura
Shares have been created for the primary purpose of providing a money market
fund product for shareholders of certain funds advised by Centura Bank
("Centura"). Shares of the Fund other than the Centura Shares are offered
pursuant to a separate prospectus.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THE FUND ATTEMPTS TO MAINTAIN THE VALUE OF ITS SHARES AT A CONSTANT
$1.00 PER SHARE, ALTHOUGH THERE CAN BE NO ASSURANCE THAT IT WILL ALWAYS BE ABLE
TO DO SO. SHARES OF THE FUND ARE NOT AN OBLIGATION OF OR GUARANTEED BY TRUSTMARK
NATIONAL BANK OR ITS AFFILIATES AND THE SHARES ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
This Prospectus sets forth concisely the information a prospective investor
should know before investing in the Fund and should be read and retained for
information about the Fund.
A Statement of Additional Information (the "SAI"), dated September 27,
1996, containing additional and more detailed information about the Fund, has
been filed with the Securities and Exchange Commission ("SEC") and is hereby
incorporated by reference into this Prospectus. It is available without charge
and can be obtained by writing or calling the Fund at the address and
information number printed above.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
------------------------
November 26, 1996
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TABLE OF CONTENTS
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PAGE
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Fund Expenses........................................................................... 3
Fee Table............................................................................... 3
Financial Highlights.................................................................... 4
Prospectus Summary...................................................................... 4
The Investment Policies and Practices of the Fund....................................... 5
Description of Securities and Investment Practices...................................... 6
Investment Restrictions................................................................. 8
Management of the Fund.................................................................. 9
Fund Share Valuation.................................................................... 12
Purchase of Fund Shares................................................................. 12
Individual Retirement Accounts.......................................................... 13
Exchange Privileges..................................................................... 14
Redemption of Fund Shares............................................................... 14
Dividends, Distributions and Federal Income Tax......................................... 16
Other Information....................................................................... 18
</TABLE>
This Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any securities other than the registered securities to which it
relates. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful.
2
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FUND EXPENSES
The following expense table lists estimated costs and expenses that an
investor in the Consumer Service Class may incur either directly or indirectly
as a shareholder of the Fund based on expenses for the fiscal year ended May 31,
1996. Actual expenses in the future may be greater or less than those shown.
Shareholders in the Consumer Service Class of the Fund may be subject to Rule
12b-1 Plan distribution fees (annually up to 0.35% of the average net assets of
the Fund), to which the Institutional Class is not subject. The Institutional
Class of shares is only available to certain qualified investors.
FEE TABLE
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SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)..... none
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering
price)........................................................................ none
Deferred Sales Load (as a percentage of redemption proceeds).................... none
Redemption Fees................................................................. none
Exchange Fees................................................................... none
ANNUAL FUND OPERATING EXPENSES(2)
(as a percentage of average net assets annualized)
Investment Advisory Fees (after waiver)(3)...................................... 0.10%
12b-1 Fees(1)................................................................... 0.25%
Other Expenses(4)............................................................... 0.15%
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Total Fund Operating Expenses (after waiver)(3)................................. 0.50%
======
</TABLE>
(1) The Consumer Service Class of shares may be subject to certain Rule 12b-1
Plan distribution fees (annually equal to 0.35% of average net assets of
each Fund) to which the Institutional Class is not subject.
(2) Shares of the Consumer Service Class of the Fund may be available through
banks or other financial institutions which have entered into a dealer
agreement with the Distributor. Such institutions may provide a variety of
services at varying fees to customers and, although such fees are not
fund-related, the fees must be paid by customers in order to purchase Fund
shares.
(3) Reflects a voluntary reduction (which will remain in effect until further
notice) in contractual fee. Had this reduction and 12b-1 waivers not been in
effect, the investment advisory fee would have been 0.30% and Total Fund
Operating Expenses would have been 0.80%.
(4) Certain Service Organizations may receive additional fees from the Fund in
amounts up to an annual rate of 0.35% of the daily net asset value of the
Fund's shares owned by shareholders with whom the Service Organization has a
servicing relationship. See "Management of the Fund -- Service
Organizations" herein.
The purpose of this table is to assist the shareholder in understanding the
various costs and expenses that an investor in the Fund might bear.
EXAMPLE:*
You would pay the following expenses on a $1,000 investment, assuming 5% gross
annual return and redemption at the end of each time period:
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1 year........................................................ $5
3 years....................................................... $16
5 years....................................................... $27
10 years...................................................... $62
</TABLE>
* This example should not be considered a representation of actual expenses
which may be more or less than those shown. The assumed 5% annual return is
hypothetical and should not be considered a representation of future annual
returns. Actual return may be greater or less than the assumed amount.
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FINANCIAL HIGHLIGHTS
The financial data shown below is to assist investors in evaluating the
performance of the Fund since commencement of operations through May 31, 1996.
The Financial Highlights for the periods ended May 31, 1996 have been audited by
Price Waterhouse LLP, independent accountants, whose report on the financial
statements, including this data, appears in the Fund's 1995 Annual Report to
Shareholders. This financial data should be read in conjunction with the related
financial statements and notes thereto.
SELECTED PER SHARE DATA AND RATIOS
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MONEY MARKET FUND
-----------------------------------------------
CONSUMER SERVICE CLASS
-----------------------------------------------
FOR THE PERIOD
YEAR YEAR SEPTEMBER 30, 1993
ENDED ENDED (COMMENCEMENT OF
MAY MAY OPERATIONS)
31, 31, THROUGH MAY 31,
1996 1995 1994
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Net Asset Value, Beginning of Period............... $ 1.00 $ 1.00 $ 1.00
------- ------ -------
Income from Investment Operations:
Net investment income............................ 0.05 0.05 0.02
------- ------ -------
Less Distributions:
Dividends from net investment income............. (0.05) (0.05) (0.02)
------- ------ -------
Net Asset Value, End of Period..................... $ 1.00 $ 1.00 $ 1.00
======= ====== =====================
Total Return....................................... 5.33% 5.02% 2.03%
Ratios/Supplemental Data:
Net Assets, End of Period (in thousands)......... $25,216 $3,564 $ 797
Ratio of Expenses to Average Net Assets.......... 0.49% 0.48% 0.40%*
Effect of waivers/reimbursements on expense
ratio......................................... 0.30% 0.36% 0.53%*
Ratio of Net Investment Income to Average Net
Assets........................................ 5.17% 5.02% 3.05%*
</TABLE>
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* Annualized
PROSPECTUS SUMMARY
INVESTMENT OBJECTIVE AND POLICIES OF THE FUND
This Prospectus describes The Money Market Fund (the "Fund"), managed by
Trustmark National Bank. The investment objective of the Fund is to provide
investors with as high a level of current income as is consistent with
preservation of capital and liquidity. The Fund pursues its objective by
investing its assets in a broad range of high quality, short-term, money market
instruments which have remaining maturities not exceeding 397 days. The Fund is
required to maintain a dollar-weighted average portfolio maturity of 90 days or
less. Money market instruments in which the Fund may invest include: U.S.
Government securities, bank obligations, commercial paper, corporate debt
securities, variable rate demand notes and repurchase agreements. Generally,
securities in which the Fund invests will not earn as high a yield as securities
of longer maturity, and/or of lesser quality which are more subject to greater
market volatility. The Fund attempts to maintain the value of its shares at a
constant $1.00 per share, although there can be no assurance that the Fund will
always be able to do so.
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MANAGEMENT OF THE FUND
Trustmark National Bank ("Trustmark" or the "Adviser") acts as investment
adviser to the Fund. Trustmark's Trust Department, has assets in excess of $1
billion under management. It was founded in 1890 and is the second largest
commercial bank headquartered in Mississippi. For its services, the Adviser
receives from the Fund fees at annual rates of the Fund's average daily net
assets. Trustmark has been advising the Trust's Short Term Government Income
Fund, Intermediate Term Government Income Fund and Equity Fund since June of
1992. Trustmark has also been managing trust monies for over 40 years. See "Fee
Table" and "Management of the Fund" in this Prospectus.
Furman Selz LLC ("Furman Selz") acts as Administrator to the Fund and
provides certain management and administrative services to the Fund, for which
the Fund pays a fee at an annual rate based upon the Fund's average daily net
assets. Performance Funds Distributor, Inc. ("PFD") is the Sponsor and
Distributor for the Trust and distributes the Fund's shares and may be
reimbursed for certain of its distribution related expenses.
PURCHASES
Shares of the Consumer Service Class and the Institutional Class of the
Fund are offered at net asset value without a sales load. However, Consumer
Service Class Shares may be subject to certain Rule 12b-1 distribution fees to
which the Institutional Class is not subject. Only certain investors are
eligible to invest in the "Institutional Class" of the Fund's shares. See
"Purchase of Fund Shares" and "Other Information -- Capitalization." Purchases
may be made through an authorized broker or financial institution, including the
Fund, by mail or by wire. Purchases may only be made in cash with a minimum
initial investment for any Fund of $1,000 which may be waived for certain
accounts. Subsequent investments must be at least $100.
SERVICE ORGANIZATIONS
The Fund may pay fees to various banks (including Trustmark), trust
companies, broker-dealers and other financial organizations ("Service
Organizations") for providing administrative services for the Fund, such as
maintaining shareholder accounts and records. Investors are not required to
purchase Fund shares through or maintain an account with a Service Organization.
REDEMPTIONS
Shares may be redeemed at their next determined net asset value. See
"Redemption of Fund Shares" and "Fund Share Valuation." Redemptions may be made
by letter or, if previously authorized, by telephone. The Fund reserves the
right to redeem upon not less than 30 days' notice all shares in a Fund account
which, as a result of shareholder redemption, has a value below $500 ($250 for
Individual Retirement Accounts ("IRAs")).
DIVIDENDS AND DISTRIBUTIONS
The Fund declares and pays its net investment income to shareholders of
record in accordance with the schedule set forth under "Dividends, Distributions
and Federal Income Tax." Any net realized long-term capital gains will be
distributed annually. All dividends and distributions will be automatically
reinvested at net asset value in additional shares of the Fund unless cash
payment is requested.
THE INVESTMENT POLICIES AND PRACTICES OF THE FUND
The investment objective of the Fund is to provide investors with as high a
level of current income as is consistent with preservation of capital and
liquidity. The Fund pursues its objective by investing its assets in a
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broad range of high quality, short-term, money market instruments which have
remaining maturities not exceeding 397 days. The Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less. Generally,
securities in which the Fund invests will not earn as high a yield as securities
of longer maturity, and/or of lesser quality which are subject to greater market
volatility. The Fund attempts to maintain the value of its shares at a constant
$1.00 per share, although there can be no assurance that the Fund will always be
able to do so.
This Prospectus and the SAI contain specific investment restrictions which
govern the Fund's investments. Those restrictions and the Fund's investment
objectives are fundamental policies, which means that they may not be changed
without a majority vote of shareholders of the Fund. Except for the objectives
and those restrictions specifically identified as fundamental, all other
investment policies and practices described in this Prospectus and in the SAI
are not fundamental and may be changed by the Board of Trustees without
shareholder approval.
The Adviser selects investments and makes investment decisions based on the
investment objective and policies of the Fund.
The Adviser selects only those U.S. dollar-denominated debt instruments
which meet the high quality and credit risk standards established by the Board
of Trustees. The Fund will purchase commercial paper which, at the time of
investment, is rated in the top category by at least two Nationally Recognized
Statistical Rating Organizations, or, if not rated, are, in the opinion of the
Adviser and the Board of Trustees, of an investment quality comparable to rated
commercial paper in which the Fund may invest. Corporate debt securities (bonds,
debentures, notes and other similar debt instruments) in which the Fund may
invest have 397 days or less to maturity and are rated AA or better by Standard
& Poors Corporation ("S&P") or Aa or better by Moody's Investors Service
("Moody's"). The Fund will invest no more than 5% of its total assets in debt
securities which are rated below the top rating category or if unrated are of
comparable investment quality as determined by the Adviser and the Board of
Trustees.
The following describes in greater detail different types of securities and
investment practices used by the Fund.
DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES
U.S. Government Securities. U.S. Government securities are obligations
issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
U.S. Treasury bills, which have a maturity of up to one year, are direct
obligations of the United States and are the most frequently issued marketable
U.S. Government security. The U.S. Treasury also issues securities with longer
maturities in the form of notes and bonds.
U.S. Government agency and instrumentality obligations are debt securities
issued by U.S. Government-sponsored enterprises and Federal agencies. Some
obligations of agencies are supported by the full faith and credit of the United
States or by U.S. Treasury guarantees, such as mortgage-backed certificates,
which may be guaranteed by the Government National Mortgage Association; others,
such as obligations of the Federal Home Loan Banks, Federal Farm Credit Bank,
Bank for Cooperatives, Federal Intermediate Credit Banks and the Federal Land
Bank, are guaranteed by the right of the issuer to borrow from the U.S.
Treasury; others, such as obligations of the Federal National Mortgage
Association, are supported by discretionary authority of the U.S. Government to
purchase certain obligations of the agency or instrumentality; and others, such
as obligations of the Student Loan Marketing Association and the Tennessee
Valley Authority, are backed only by the credit of the agency or instrumentality
issuing the obligation. In the case of obligations not backed by the full faith
and credit of the United States, the investor must look principally to the
agency issuing or guaranteeing the obligation for ultimate repayment.
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Bank Obligations. These obligations include negotiable certificates of
deposit and bankers' acceptances. The Fund limits its bank investments to
dollar-denominated obligations of U.S. banks which have more than $1 billion in
total assets at the time of investment and are members of the Federal Reserve
System or are examined by the Comptroller of the Currency, or whose deposits are
insured by the FDIC.
Commercial Paper. Commercial paper includes short-term unsecured
promissory notes, variable rate demand notes and variable rate master demand
notes issued by U.S. banks and bank holding companies, U.S. corporations and
financial institutions, as well as similar taxable and tax-exempt instruments
issued by government agencies and instrumentalities. The Fund establishes its
own standards of creditworthiness for issuers of such investments.
Corporate Debt Securities. The Fund's investments in U.S. corporate debt
securities are limited to corporate bonds, debentures, notes and other similar
corporate debt instruments which meet the previously disclosed minimum ratings
and maturity criteria established for the Fund under the direction of the Board
of Trustees and the Fund's Adviser or, if unrated, are in the Adviser's opinion
comparable in quality to corporate debt securities in which the Fund may invest.
See "The Investment Policies and Practices of the Fund."
Repurchase Agreements. Securities held by the Fund may be subject to
repurchase agreements. A repurchase agreement is a transaction in which the
seller of a security commits itself at the time of the sale to repurchase that
security from the buyer at a mutually agreed upon time and price. These
agreements may be considered to be loans by the purchaser collateralized by the
underlying securities. These agreements will be fully collateralized and the
collateral will be marked-to-market daily. The Fund will enter into repurchase
agreements only with dealers, domestic banks or recognized financial
institutions which, in the opinion of the Adviser and in accordance with
guidelines adopted by the Board of Trustees, present minimal credit risks. While
the maturity of the underlying securities in a repurchase agreement transaction
may be more than one year, the term of the repurchase agreement will, as a
fundamental policy, always be seven days or less. See "Investment Restrictions."
In the event of default by the seller under the repurchase agreement, the Fund
may have problems in exercising its rights to the underlying securities and may
experience time delays in connection with the disposition of such securities.
Loans of Portfolio Securities. To increase current income, the Fund may
lend its portfolio securities in an amount up to 5% of its total assets to
brokers, dealers and financial institutions, provided certain conditions are
met, including the condition that each loan is secured continuously by
collateral maintained on a daily mark-to-market basis in an amount at least
equal to the current market value of the securities loaned. For further
information, see the SAI.
Variable and Floating Rate Demand and Master Demand Notes. The Fund may,
from time to time, purchase variable or floating rate demand notes issued by
corporations, bank holding companies and financial institutions and similar
taxable and tax exempt instruments issued by government agencies and
instrumentalities. These securities will typically have a maturity over one year
but carry with them the right of the holder to put the securities to a
remarketing agent or other entity at designated time intervals and on specified
notice. The obligation of the issuer of the put to repurchase the securities may
be backed up by a letter of credit or other obligation issued by a financial
institution. The purchase price is ordinarily par plus accrued and unpaid
interest. Generally, the remarketing agent will adjust the interest rate every
seven days (or at other specified intervals) in order to maintain the interest
rate at the prevailing rate for securities with a seven-day or other designated
maturity. The Fund will only purchase demand instruments which provide that the
Fund may receive the principal amount of the note upon not more than seven days'
notice. The Fund's investment in demand instruments which provide that the Fund
will not receive the principal note amount within seven days' notice, in
combination with the Fund's other investments in illiquid instruments, will be
limited to an aggregate total of 10% of the Fund's net assets.
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<PAGE> 8
The Fund may also buy variable rate master demand notes. The terms of these
obligations permit the Fund to invest fluctuating amounts at varying rates of
interest pursuant to direct arrangements between the Fund, as lender, and the
borrower. These instruments permit weekly and, in some instances, daily changes
in the amounts borrowed. The Fund has the right to increase the amount under the
note at any time up to the full amount provided by the note agreement, or to
decrease the amount, and the borrower may repay up to the full amount of the
note without penalty. The notes may or may not be backed by bank letters of
credit. Because the notes are direct lending arrangements between the Fund and a
borrower, it is not generally contemplated that they will be traded, and there
is no secondary market for them, although they are redeemable (and, thus,
immediately repayable by the borrower) at principal amount, plus accrued
interest, at any time. In connection with any such purchase and on an ongoing
basis, the Board of Trustees will consider the earning power, cash flow and
other liquidity ratios of the issuer, and its ability to pay principal and
interest on demand, including a situation in which all holders of such notes
make demand simultaneously. While master demand notes, as such, are not
typically rated by credit rating agencies, the Fund may, under its minimum
rating standards, invest in them only if at the time of an investment, the
issuer meets the criteria set forth in this Prospectus for commercial paper
obligations.
Illiquid Investments. It is the policy of the Fund that restricted
securities and other illiquid securities (including variable and floating rate
demand and master demand notes not requiring receipt of the principal note
amount within seven days' notice and securities of foreign issuers that are not
listed on a recognized domestic or foreign securities exchange) may not
constitute, at the time of purchase or at any time, more than 10% of the value
of the total net assets of the Fund.
Notwithstanding the above, the Fund may purchase securities which are
eligible for purchase and sale under Rule 144A under the Securities Act of 1933
(the "1933 Act"). Rule 144A permits certain qualified institutional buyers, such
as the Fund, to trade in privately placed securities even though such securities
are not registered under the 1933 Act. The Adviser, under the supervision of the
Board of Trustees, will consider whether securities purchased under Rule 144A
are illiquid and thus subject to the Fund's restriction of investing no more
than 10% of its assets in illiquid securities. A determination of whether a Rule
144A security is liquid or not is a question of fact. In making this
determination the Adviser will consider the trading markets for the specific
security taking into account the unregistered nature of a Rule 144A security. In
addition, the Adviser could consider the (1) frequency of trades and quotes, (2)
number of dealers and potential purchasers, (3) dealer undertakings to make a
market, and (4) the nature of the security and of marketplace trades (e.g., the
time needed to dispose of the security, the method of soliciting offers and the
mechanics of transfer). The liquidity of Rule 144A securities would be monitored
and, if as a result of changed conditions, it is determined that a Rule 144A
security is no longer liquid, the Fund's holdings of illiquid securities would
be reviewed to determine what, if any, steps are required to assure that the
Fund does not invest more than 10% of its assets in illiquid securities.
Investing in 144A securities could have the effect of increasing the amount of
the Fund's assets invested in illiquid securities if qualified institutional
buyers are unwilling to purchase such securities.
INVESTMENT RESTRICTIONS
(1) The Fund may not borrow money or pledge or mortgage its assets, except
from banks up to 10% of the current value of its total net assets for temporary
or emergency purposes and those borrowings may be secured by the pledge of not
more than 15% of the current value of the Fund's total net assets (but
investments may not be purchased by a Fund while any such borrowings exist).
(2) The Fund may not make loans, except loans of portfolio securities and
except that a Fund may enter into repurchase agreements with respect to its
portfolio securities.
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(3) In addition, the Fund is a diversified fund. As such, it will not
invest more than 5% of its total assets in the securities of any one issuer
(except for U.S. Government securities) or purchase more than 10% of the
outstanding voting securities of any single issuer. Also, the Fund will invest
less than 25% of its total assets in the securities of any one industry but may
invest more than 25% of its total assets in instruments issued by domestic
banks. For this purpose, U.S. Government securities (and repurchase agreements
related thereto) are not considered securities of a single industry.
The foregoing investment restrictions and those described in the SAI are
fundamental policies of the Fund which may be changed only when permitted by law
and approved by the holders of a majority of the Fund's outstanding voting
securities as described under "Other Information -- Voting."
If a percentage restriction on investment policies or the investment or use
of assets set forth in this Prospectus is adhered to at the time a transaction
is effected, later changes in percentage resulting from changing values will not
be considered a violation.
MANAGEMENT OF THE FUND
The business and affairs of the Fund are managed under the direction of the
Board of Trustees. Additional information about the Trustees, as well as the
Trust's executive officers, may be found in the SAI under the heading
"Management -- Trustees and Officers."
The Investment Adviser. Trustmark National Bank, 248 East Capitol Street,
Jackson, Mississippi 39201, serves as investment adviser to the Fund. Trustmark
manages the investment and reinvestment of the assets of the Fund and
continuously reviews, supervises and administers the Fund's investments.
Trustmark is responsible for placing orders for the purchase and sale of the
Fund's investments directly with brokers and dealers selected by it in its
discretion.
Trustmark's Trust Department, has assets in excess of $1 billion under
management. It was founded in 1890 and is the second largest commercial bank
headquartered in Mississippi. Trustmark has been advising the Trust's Short Term
Government Income Fund, Intermediate Term Government Income Fund and Equity Fund
since June 1992. Trustmark has been managing trust monies for over 40 years.
Shares of the Fund are not guaranteed by Trustmark, its parent or affiliates,
nor are they insured by the FDIC, the Federal Reserve Board or any other agency.
For the advisory services it provides to the Funds, Trustmark is entitled
to receive monthly fees up to 0.30% of the average daily net assets of the Fund.
Based upon the advice of its counsel, Trustmark believes that the
performance of investment advisory services for the Fund will not violate the
Glass-Steagall Act or other applicable banking laws or regulations. However,
future statutory or regulatory changes, as well as future judicial or
administrative decisions and interpretations of present and future statutes and
regulations, could prevent Trustmark from continuing to perform such services
for the Fund. If Trustmark were prohibited from acting as investment adviser to
the Fund, it is expected that the Board of Trustees would recommend to
shareholders approval of a new investment advisory agreement with another
qualified investment adviser selected by the Board or that the Board would
recommend other appropriate action.
The Sponsor, Distributor and Administrator. Furman Selz LLC, 230 Park
Avenue, New York, New York 10169, acts as Administrator of the Fund. An
affiliate of BISYS Fund Services, Inc. acts as the Distributor of the Fund's
shares. Furman Selz is primarily an institutional brokerage firm with membership
on the New York, American, Boston, Midwest, Pacific and Philadelphia Stock
Exchanges. Furman Selz also serves as administrator and distributor of other
mutual funds.
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Under the Distribution Plan (the "Plan") adopted by the Trust, the Fund may
pay directly or reimburse PFD monthly (subject to a limit of 0.35% per annum of
the Fund's average daily net assets, for costs and expenses of PFD in connection
with the distribution of Fund shares. These costs and expenses include (i)
advertising by radio, television, newspapers, magazines, brochures, sales
literature, direct mail or any other form of advertising, (ii) expenses of sales
employees or agents of PFD, including salary, commissions, travel and related
expenses, (iii) payments to broker-dealers and financial institutions for
services in connection with the distribution of shares, including promotional
incentives and fees calculated with reference to the average daily net asset
value of shares held by shareholders who have a brokerage or other service
relationships with the broker-dealer or other institution receiving such fees,
(iv) costs of printing prospectuses and other materials to be given or sent to
prospective investors and (v) such other similar services as the Trustees
determine to be reasonably calculated to result in the sale of shares of the
Fund. The Fund will pay all costs and expenses in connection with the
preparation, printing and distribution of its Prospectus to current shareholders
and the operation of its Plan, including related legal and accounting fees. The
Fund will not be liable for distribution expenditures made by PFD in any given
year in excess of the maximum amount payable under the Plan for the Fund in that
year.
Administrative Services. The Fund has entered into an Administrative
Services Contract with Furman Selz pursuant to which Furman Selz provides
certain management and administrative services necessary for the Fund's
operations including: (i) general supervision of the operation of the Fund
including coordination of the service performed by the Fund's Adviser, transfer
agent, custodian, independent accountants and legal counsel, regulatory
compliance, including the compilation of information for documents such as
reports to, and filings with the SEC and state securities commissions; and
preparation of proxy statements and shareholder reports for the Fund, (ii)
general supervision relative to the compilation of data required for the
preparation of periodic reports distributed to the Trust's officers and Board of
Trustees, and (iii) furnishing office space and certain facilities required for
conducting the business of the Fund. Furman Selz is entitled to receive monthly
fees up to 0.15% of average daily net assets of the Fund.
Pursuant to a Shareholder Servicing Agreement between the Trust and the
Administrator, Furman Selz receives a fee of $15.00 per account per year plus
out-of-pocket expenses. Pursuant to the Fund Accounting Agreement between the
Trust and the Administrator, the Administrator assists the Trust in calculating
net assets values and provides certain other accounting services for the Fund
described therein, for an annual fee of $30,000 plus out-of-pocket expenses.
On June 28, 1996, Furman Selz and BISYS Group, Inc. ("BISYS") announced a
definitive agreement which provides that by the end of 1996 Furman Selz will
exit the mutual funds business and recommend BISYS to Furman Selz's existing
fund clients to replace Furman Selz for mutual fund administration,
distribution, fund accounting and transfer agency services. BISYS, headquartered
in Little Falls, N.J., supports more than 5,000 financial institutions and
corporate clients through two strategic business units. BISYS Information
Services Group provides image and data processing outsourcing, and pricing
analysis to more than 600 banks nationwide. BISYS Investment Services Group
designs, administers, and distributes over 30 families of proprietary mutual
funds consisting of more than 365 portfolios, and provides 401(k) marketing
support, administration, and recordkeeping services in partnership with 18 of
the nation's leading bank and investment management companies. BISYS trades on
NASDAQ under the symbol BISYS.
At a meeting on October 3, 1996 the Board of Trustees of Performance Funds
Trust approved, as successor Administrator to Furman Selz LLC, BISYS Fund
Services Limited Partnership d/b/a/ BISYS Fund Services. The Board of Trustees
also approved, as successor Accounting Agent to Furman Selz LLC, BISYS Fund
Services, Inc. in addition, the Board approved a new Distribution Agreement with
Performance Funds Distributor, Inc., which will become an affiliate of each
BISYS entity at the time of conversion. BISYS and its affiliates have their
principal places of business at 3435 Stelzer Road, Columbus, Ohio 43219. BISYS
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<PAGE> 11
and its affiliates will perform the same services as each predecessor at an
identical fee. Effective November 11, 1996 BISYS Fund Services, Inc. ("BISYS")
became the successor Transfer Agent to Furman Selz LLC. The remaining
conversions are expected to occur during the last quarter of 1996.
Service Organizations. Various banks (including Trustmark and Centura),
trust companies, broker-dealers (other than the Sponsor) or other financial
organizations (collectively, "Service Organizations") also may provide
administrative services for the Fund, such as maintaining shareholder accounts
and records. The Fund may pay fees to Service Organizations (which vary
depending upon the services provided) in amounts up to an annual rate of 0.35%
of the daily net asset value of the Fund's shares owned by shareholders with
whom the Service Organization has a servicing relationship. Investors are not
required to purchase shares through or maintain an account with a Service
Organization.
Some Service Organizations may impose additional or different conditions on
their clients, such as requiring their clients to invest more than the Fund's
minimum initial or subsequent investments or charging a direct fee for
servicing. A Service Organization or broker or other sales-person within such
Service Organization may be compensated at varying rates for the sale of one
class of Fund shares as opposed to another. If imposed, these fees would be in
addition to any amounts which might be paid to the Service Organization by the
Fund. Each Service Organization has agreed to transmit to its clients a schedule
of any such fees. Shareholders using Service Organizations are urged to consult
with them regarding any such fees or conditions.
The Glass-Steagall Act and other applicable laws provide that, among other
things, banks may not engage in the business of underwriting, selling or
distributing securities. There is currently no precedent prohibiting banks from
performing administrative and shareholder servicing functions as Service
Organizations. However, judicial or administrative decisions or interpretations
of such laws, as well as changes in either Federal or state regulations relating
to the permissible activities of banks and their subsidiaries or affiliates,
could prevent a bank Service Organization from continuing to perform all or a
part of its servicing activities. If a bank were prohibited from so acting, its
shareholder clients would be permitted to remain shareholders of the Fund and
alternative means for continuing the servicing of such shareholders would be
sought. It is not expected that shareholders would suffer any adverse financial
consequences as a result of any of these occurrences. In addition, state
securities law on this issue may differ from interpretations of Federal law
expressed herein and banks and financial institutions may be required to
register as dealers pursuant to state law.
OTHER EXPENSES
The Fund bears all costs of its operations other than expenses specifically
assumed by Furman Selz, PFD or the Adviser. The costs borne by the Fund include
legal and accounting expenses; Trustees' fees and expenses; insurance premiums;
custodian and transfer agent fees and expenses; expenses incurred in acquiring
or disposing of the Fund's portfolio securities; expenses of registering and
qualifying the Fund's shares for sale with the SEC and with various state
securities commissions; expenses of obtaining quotations on the Fund's portfolio
securities and pricing of the Fund's shares; expenses of maintaining the Fund's
legal existence and of shareholders' meetings; and expenses of preparation and
distribution to existing shareholders of reports, proxies and prospectuses. The
Fund bears its own expenses associated with its establishment as a series of
Performance Funds Trust; these expenses are being amortized over a five-year
period from the commencement of the Fund's operations. See "Management" in the
SAI. Trust expenses directly attributable to the Fund are charged to the Fund;
other expenses are allocated proportionately among all of the Funds in the Trust
in relation to the net assets of each such Fund, and are in turn allocated to
each Share Class based on net assets of each share class. Class specific
expenses directly attributable to a specific share class are charged to such
class.
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<PAGE> 12
Portfolio Transactions. Pursuant to the Investment Advisory Contract, the
Adviser places orders for the purchase and sale of portfolio investments for the
Fund's accounts with brokers or dealers selected by it in its discretion.
In effecting purchases and sales of portfolio securities for the account of
the Fund, the Adviser will seek the best execution of the Fund's orders.
Purchases and sales of portfolio debt securities for the Fund are generally
placed by the Adviser with primary market makers for these securities on a net
basis, without any brokerage commission being paid by the Fund. Trading does,
however, involve transaction costs. Transactions with dealers serving as primary
market makers reflect the spread between the bid and asked prices. Purchases of
underwritten issues may be made, which will include an underwriting fee paid to
the underwriter. Purchases and sales of common stocks are generally placed by
the Adviser with broker-dealers which, in the Adviser's judgment, provide prompt
and reliable execution at favorable security prices and reasonable commission
rates. Broker-dealers are selected on the basis of a variety of factors such as
reputation, capital strength, size and difficulty of order, sale of Fund shares
and research provided to the Adviser. The Adviser may cause the Fund to pay
commissions higher than another broker-dealer would have charged if the Adviser
believes the commission paid is reasonable in relation to the value of the
brokerage and research services received on behalf of the Fund.
FUND SHARE VALUATION
The net asset value per share of the Fund is calculated at 1:30 p.m.
(Eastern time) Monday through Friday, on each day the New York Stock Exchange is
open for trading (a "Business Day"), which includes the following business
holidays: New Years' Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The net asset
value per share of the Fund is computed by dividing the value of each share
class of the Fund's net assets (i.e., the value of the assets less the
liabilities) by the total number of each share class of the Fund's outstanding
shares. All expenses, including fees paid to the Adviser, Furman Selz and class
specific, are accrued daily and taken into account for the purpose of
determining the net asset value.
The Fund uses the amortized cost method to value its portfolio securities
and seeks to maintain a constant net asset value of $1.00 per share, although
there is no assurance that a net asset value of $1.00 per share can be
maintained. The amortized cost method involves valuing a security at its cost
and amortizing any discount or premium over the period until maturity,
regardless of the impact of fluctuating interest rates on the market value of
the security. See the SAI for a more complete description of the amortized cost
method.
PURCHASE OF FUND SHARES
Orders for purchases of shares of the Fund will be executed at the net
asset value per share next determined after an order has been received. All
monies received by the Fund are invested in full and fractional shares of the
Fund. Certificates for shares are not issued. Furman Selz maintains records of
each shareholder's holdings of Fund shares, and each shareholder receives a
statement of transactions, holdings and dividends. The Fund reserves the right
to reject any purchase. The Fund does not accept third party or foreign checks.
Minimum Purchase Requirements. The minimum initial investment in the Fund
is $1,000, except that the minimum is $250 for an IRA for which Centura Banks or
any subsidiaries thereof serves as trustee. Subsequent investments must be at
least $100, or $50 for an IRA. All initial investments should be accompanied by
a completed Purchase Application. A Purchase Application accompanies this
Prospectus.
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<PAGE> 13
Different minimums apply, and a separate application is required for IRA
investments. The Fund reserves the right to reject purchase orders.
An investment may be made using any of the following methods:
Through an Authorized Broker, Investment Adviser or Service
Organization. Shares are available to new and existing shareholders through
authorized brokers, investment advisers and Service Organizations. To make an
investment using this method, simply complete a Purchase Application and contact
your broker, investment adviser or Service Organization with instructions as to
the amount you wish to invest. Your broker will then contact the Fund to place
the order on your behalf on that day.
Orders received by your broker or Service Organization for the Fund in
proper order prior to the determination of net asset value and transmitted to
the Fund prior to the close of its business day (which is currently 1:30 p.m.
Eastern time), will become effective that day. Brokers who receive orders are
obligated to transmit them promptly. You should receive written confirmation of
your order within a few days of receipt of instructions from your broker.
By Wire. Please call 1-800-442-3688 for wiring instructions. A completed
application must be overnighted to the Fund in advance of the wire to
Performance Funds Trust c/o BISYS Fund Services, Inc. 3435 Stelzer Road,
Columbus, OH 43219-8021. Notification must be given to the Fund at
1-800-442-3688 prior to 1:30 p.m., Eastern Standard Time, of the wire date.
By Automatic Investment. Investors may participate in the Automatic
Investment Program, which is an investment plan that automatically debits money
from the shareholder's designated bank account and invests it in the Fund
through the use of electronic fund transfers or automatic bank drafts.
Shareholders may elect to make investments by transfers of a minimum of $50 on
either the fifth or twentieth day of each month into their established Fund
Account. No minimum initial investment applies when an account is established
through the Automatic Investment Program. Contact the Fund for more information
about the Automatic Investment Program.
By Payroll Direct Deposits. Investors may set up a payroll direct deposit
arrangement for amounts to be automatically invested in the Fund. Participants
in the Payroll Direct Deposit program may make periodic investments of at least
$50 per pay period. Contact the Fund for more information about Payroll Direct
Deposits.
By Mail: Mail completed application and check made payable to the Fund to:
Centura Shares of the
Performance Money Market Fund
PO Box 182484
Columbus, OH 43218-2484
Purchases made by check are not permitted to be redeemed until payment has
been collected which may take up to fifteen days.
INDIVIDUAL RETIREMENT ACCOUNTS
The Fund may be used as an investment for new or existing IRAs. Shares may
also be purchased for IRAs established with Centura or other authorized
custodians. Completion of a special application is required in order to create
such an account, and the minimum initial investment for an IRA is $250.
Contributions to IRAs are subject to prevailing amount limits set by the
Internal Revenue Service. For more information and IRA information, call the
Fund toll free at 1-800-442-3688.
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<PAGE> 14
EXCHANGE PRIVILEGES
The Fund offers two convenient ways to exchange shares of Funds for which
Centura is the Advisor. Before engaging in an exchange transaction, a
shareholder should read carefully the portions of this Prospectus describing the
Fund into which the exchange will be made. A shareholder may not exchange shares
of one Fund for shares of another Fund if both or either are not qualified for
sale in the state of the shareholder's residence. The minimum amount for an
initial exchange is $1,000 and the minimum amount for subsequent exchanges is
$100. Investments in Centura Funds may be transferred to the Money Market Fund,
then back to Class A shares of the same Fund without incurring an additional
sales charge. The Trust may terminate or amend the terms of the exchange
privilege at any time upon 60 days' written notice to shareholders.
A new account opened by exchange must be established with the same name(s),
address and social security number or TIN as the existing account. All exchanges
will be made based on the net asset value next determined following receipt of
the request by the Fund in good order.
An exchange is taxable as a sale of a security on which a gain or loss may
be recognized but such gains are not expected to occur since the Fund seeks to
maintain a stable net asset value of $1.00 per share. Shareholders should
receive written confirmation of the exchange within a few days of the completion
of the transaction.
Exchange by Mail. To exchange Fund shares by mail, simply send a letter of
instruction to BISYS. The letter of instruction must include: (i) your account
number; (ii) the Fund from and the Fund into which you wish to exchange your
investment; (iii) the dollar or share amount you wish to exchange; and (iv) the
signatures of all registered owners or authorized parties.
Exchange by Telephone. To exchange Fund shares by telephone or if you have
any questions, simply call the Fund toll free at 1-800-442-3688. You should be
prepared to give the telephone representative the following information: (i)
your account number, social security number or TIN and account registration;
(ii) the name of the Fund from and the Fund into which you wish to transfer your
investment; and (iii) the dollar or share amount you wish to exchange. The
conversation may be recorded to protect you and the Fund. Telephone exchanges
are available to the shareholder unless otherwise indicated by the shareholder
by checking the box on the Purchase Application. See "Redemption of Fund Shares
- -- By Telephone" below for a discussion of telephone transactions generally.
REDEMPTION OF FUND SHARES
Shareholders may redeem their shares, in whole or in part, on any Business
Day. Shares will be redeemed at the net asset value next determined after a
redemption request in good order has been received and accepted by the Fund. See
"Fund Share Valuation." A redemption may be a taxable transaction on which gain
or loss may be recognized. Generally, however, gain or loss is not expected to
be realized on a redemption of shares because the Fund seeks to maintain a net
constant asset value per share of $1.00.
Where the shares to be redeemed have been purchased by check, the
redemption request may be returned if the purchasing check has not cleared,
which may take up to 15 days. Shareholders may avoid this delay by investing
through wire transfers of Federal funds. During the period prior to the time the
shares are redeemed, dividends on the shares will continue to accrue and be
payable and the shareholder will be entitled to exercise all other beneficial
rights of ownership.
Once the shares are redeemed, the Fund will ordinarily send the proceeds by
check to the shareholder at the address of record on the next business day,
although the Fund may take up to seven days to make payment. Also, if the New
York Stock Exchange is closed (or when trading is restricted) for any reason
other
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<PAGE> 15
than the customary weekend or holiday closing or if an emergency condition as
determined by the SEC merits such action, the Fund may suspend redemptions or
postpone payment dates.
Redemption Methods. To ensure acceptance of your redemption request, it is
important to follow the procedures described below. Although the Fund has no
present intention to do so, the Fund reserves the right to refuse or to limit
the frequency of any telephone or wire redemptions. Of course, it may be
difficult to place orders by telephone during periods of severe market or
economic change, and a shareholder should consider alternative methods of
communications, such as couriers. The Fund's services and their provisions may
be modified or terminated at any time by the Fund. If the Fund terminates any
particular service, it will do so only after giving written notice to
shareholders. Redemption by mail will always be available to shareholders.
You may redeem your shares using any of the following methods:
Through an Authorized Broker, Investment Adviser or Service
Organization. You may redeem your shares by contacting your broker or
investment adviser and instructing him to redeem your shares. He will then
contact the Fund and place a redemption trade on your behalf. You will receive
the next determined net asset value per share after receipt of such request by
your broker or investment adviser. It will be the responsibility of such broker
or investment adviser to transmit your redemption request to the Fund in a
timely manner. Such broker or investment adviser may charge you a fee for this
service.
By Mail. You may redeem your shares by sending a letter directly to
Centura Shares of the Performance Money Market Fund, P.O. Box 182484, Columbus,
OH 43218-2484. To be accepted, a letter requesting redemption must include: (i)
the Fund name and account registration from which you are redeeming shares, (ii)
your account number, (iii) the amount to be redeemed, (iv) the signatures of all
registered owners. Signatures guarantees are required if redemption proceeds are
sent to an address other than registered address.
By Telephone. You may redeem your shares by calling the Fund toll free at
1-800-442-3688. You should be prepared to give the telephone representative the
following information: (i) your account number, social security number or TIN
and account registration, (ii) the Fund name from which you are redeeming
shares, and (iii) the amount to be redeemed. The Fund employs reasonable
procedures to confirm that instructions communicated by telephone are genuine.
If the Fund fails to employ such reasonable procedures, it may be liable for any
loss, damage or expense arising out of any telephone transactions purporting to
be on a shareholder's behalf. In order to assure the accuracy of instructions
received by telephone, the Fund requires some form of personal identification
prior to acting upon instructions received by telephone, records telephone
instructions and provides written confirmation to investors of such
transactions. Telephone redemptions are available to the shareholder unless
otherwise indicated by the shareholder by checking the box on the Purchase
Application.
By Wire. You may redeem your shares by contacting the Fund by mail or
telephone and instructing it to send a wire transmission to your personal bank.
Proceeds of wire redemption for the Fund generally will be transferred to the
designated account on the day the request is received provided that it is
received by 12:00 Noon (Eastern time).
Your instructions should include: (i) your account number, social security
number or TIN and account registration, (ii) the Fund name, and (iii) the amount
to be redeemed. Wire redemptions are available to the shareholder unless
otherwise indicated by checking the box on the Purchase Application. Please
attach a copy of a void check of account where proceeds are to be wired. Your
bank may charge you a fee for receiving a wire payment on your behalf.
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<PAGE> 16
Check Writing. A check redemption ($500 minimum, no maximum) feature is
available with respect to the Fund. Checks are free and may be obtained from the
Fund. It is not possible to use a check to close out your account since
additional shares accrue daily.
The above mentioned services "Telephone", "Wire" and "Check Writing" are
not available for IRAs and trust clients of Centura.
Systematic Withdrawal Plan. An owner of $25,000 or more of shares of the
Fund may elect to have periodic redemptions from his account to be paid on a
monthly, quarterly, semi-annual or annual basis. The minimum periodic payment is
$100. A sufficient number of shares to make the scheduled redemption will
normally be redeemed on the date selected by the shareholder. Depending on the
size of the payment requested and fluctuation in the net asset value, if any, of
the shares redeemed, redemptions for the purpose of making such payments may
reduce or even exhaust the account. A shareholder may request that these
payments be sent to a predesignated bank or other designated party. Capital
gains and dividend distributions paid to the account will automatically be
reinvested at net asset value on the distribution payment date.
Dollar-Cost-Averaging Option. Automatic transfers are available from the
Money Mark Fund to Funds advised by Centura Bank. Transfers may be made of
interest only from the Money Market Fund to other Funds ($10,000 money market
account minimum) or a fixed amount with the minimum being $100 per transaction.
Redemption of Small Accounts. Due to the disproportionately higher cost of
servicing small accounts, the Fund reserves the right to redeem, on not less
than 30 days' notice, an account in the Fund that has been reduced as a result
of shareholder redemption of the account to $500 ($250 for an IRA) or less.
However, if during the 30-day notice period the shareholder purchases sufficient
shares to bring the value of the account above $500 ($250 for an IRA), this
restriction will not apply.
Redemption in Kind. All redemptions of shares of the Fund shall be made in
cash, except that the commitment to redeem shares in cash extends only to
redemption requests made by each shareholder of the Fund during any 90-day
period of up to the lesser of $250,000 or 1% of the net asset value of the Fund
at the beginning of such period. This commitment is irrevocable without the
prior approval of the SEC and is a fundamental policy that may not be changed
without shareholder approval. In the case of redemption requests by shareholders
in excess of such amounts, the Board of Trustees reserves the right to have the
Fund make payment, in whole or in part, in securities or other assets, in case
of an emergency or any time a cash distribution would impair the liquidity of
the Fund to the detriment of the existing shareholders. In this event, the
securities would be valued in the same manner as the securities of the Fund are
valued. If the recipient were to sell such securities, he or she would incur
brokerage charges.
Telephone redemption and telephone exchanges will be suspended for a period
of 10 days following a telephonic address change.
If you elect to receive distributions in cash and checks (1) are returned
and marked as "undeliverable" or (2) remain uncashed for six months, your cash
election will be changed automatically and your future dividend and capital
gains distributions will be reinvested in the Fund at the per share net asset
value determined as of the date of payment of the distribution. In addition, any
undeliverable checks or checks that remain uncashed for six months will be
canceled and will be reinvested in the Fund at the per share net asset value
determined as of the date of cancellation.
DIVIDENDS, DISTRIBUTIONS AND FEDERAL INCOME TAX
The Fund has qualified and intends to continue to qualify to be treated as
a regulated investment company pursuant to the provisions of Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"). By so qualifying and
electing, the Fund generally will not be subject to Federal income tax to the
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<PAGE> 17
extent that it distributes investment company taxable income and net capital
gains in the manner required under the Code.
The Fund intends to distribute to its shareholders substantially all of its
investment company taxable income (which includes, among other items, dividends
and interest and the excess, if any, of net short-term capital gains over net
long-term capital losses). The Fund will declare dividends of such income daily
and pay those dividends monthly. The Fund intends to distribute, at least
annually, substantially all net capital gains (the excess of net long-term
capital gains over net short-term capital losses). In determining amounts of
capital gains to be distributed, any capital loss carryovers from prior years
will be applied against capital gains.
Shareholders may elect to receive distributions in additional Fund shares
based on the net asset value at the close of business on the payment date of the
distribution or may receive such distribution in cash. If no election is made,
distributions will be automatically reinvested in additional shares of the Fund.
Dividends declared in, and attributable to, the preceding month will be paid
within five business days after the end of each month.
Shares purchased will begin earning dividends on the day the purchase order
is executed and shares redeemed will earn dividends through the previous day.
Net investment income for a Saturday, Sunday or a holiday will be declared as a
dividend on the previous business day.
Distributions of investment income (regardless of whether derived from
dividends, interest or short-term capital gains) will be taxable to shareholders
as ordinary income. Distributions of net long-term capital gains designated by
the Fund as capital gain dividends will be taxable as long-term capital gains,
regardless of how long a shareholder has held his Fund shares. Distributions are
taxable in the same manner whether received in additional shares or in cash.
A distribution, dividend, will be treated as paid on December 31 of the
calendar year if it is declared by the Fund during October, November, or
December of that year to shareholders of record in such a month and paid by the
Fund during January of the following calendar year. Such distributions will be
taxable to shareholders in the calendar year in which the distributions are
declared, rather than the calendar year in which the distributions are received.
Any gain or loss realized by a shareholder upon the sale or other
disposition of shares of the Fund, or upon receipt of a distribution in complete
liquidation of the Fund, generally will be a capital gain or loss which will be
long-term or short-term, generally depending upon the shareholder's holding
period for the shares.
The dividends paid by the Fund are not expected to qualify for the
dividends-received deduction available to corporations.
The Fund may be required to withhold for Federal income tax ("backup
withholding") 31% of the distributions and the proceeds of redemptions payable
to shareholders who fail to provide a correct taxpayer identification number or
to make required certifications, or where the Fund or shareholder has been
notified by the Internal Revenue Service that the shareholder is subject to
backup withholding. Corporate shareholders and certain other shareholders
specified in the Code are exempt from backup withholding. Backup withholding is
not an additional tax. Any amount withheld may be credited against the
shareholder's U.S. Federal income tax liability.
Shareholders will be notified annually by the Trust as to the Federal tax
status of distributions made by the Fund. Depending on the residence of the
shareholder for tax purposes, distributions also may be subject to state and
local taxes, including withholding taxes. Foreign shareholders may, for example,
be subject to special withholding requirements. Special tax treatment, including
a penalty on certain pre-retirement distributions, is accorded to accounts
maintained as IRAs. Shareholders should consult their own tax advisers as to the
Federal, state and local tax consequences of ownership of shares of the Fund in
their particular circumstances.
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<PAGE> 18
OTHER INFORMATION
CAPITALIZATION
Performance Funds Trust was organized as a Delaware business trust on March
11, 1992, and currently consists of multiple separately managed portfolios or
series. The Board of Trustees may establish additional series in the future. The
capitalization of the Trust consists solely of an unlimited number of shares of
beneficial interest with a par value of $0.001 each. When issued, shares of the
Fund are fully paid and non-assessable.
This Prospectus relates to the Consumer Service Class of the Fund's shares.
The Fund also offers Institutional Class shares which are offered only to trust
or investment management and other fiduciary accounts managed or administered by
Centura or its affiliates or correspondents pursuant to a written agreement.
Institutional Class shares and Consumer Service Class shares are identical in
all respects with the exception that the Consumer Service Class shares may be
subject to Rule 12b-1 fees to which the Institutional Class shares are not
subject. Purchases may be made through an authorized broker or financial
institution, including the Fund, by mail or by wire. Call 1-800-442-3688, or
contact your sales representative, broker-dealer or bank to obtain more
information about the Fund's classes of shares.
Under Delaware law, shareholders could, under certain circumstances, be
held personally liable for the obligations of a series of the Trust but only to
the extent of the shareholder's investment in such series. However, the
Declaration of Trust disclaims liability of the shareholders, Trustees or
officers of the Trust for acts or obligations of the Trust, which are binding
only on the assets and property of each series of the Trust and requires that
notice of the disclaimer be given in each contract or obligation entered into or
executed by the Trust or the Trustees. The risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances
in which the Trust itself would be unable to meet its obligations and should be
considered remote and is limited to the amount of the shareholder's investment
in the Fund.
VOTING
Shareholders have the right to vote in the election of Trustees when
elections are required by law and on any and all matters on which, by law or
under the provisions of the Declaration of Trust, they may be entitled to vote.
The Trust is not required to hold regular annual meetings of the Fund's
shareholders and does not intend to do so. The Fund may vote separately on items
which affect only the Fund and each class within the Fund may vote separately on
matters which affect only that class. For example, only Consumer Service Class
shareholders will vote on matters related to the Fund's Distribution Plan under
Rule 12b-1. See "Other Information -- Voting Rights" in the SAI.
The Declaration of Trust provides that the holders of not less than
two-thirds of the outstanding shares of the Trust may remove a person serving as
Trustee either by declaration in writing or at a meeting called for such
purpose. The Trustees are required to call a meeting of shareholders for the
purpose of considering the removal of a person serving as Trustee if requested
in writing to do so by the holders of not less than 10% of the outstanding
shares of the Trust or Fund.
Shares entitle their holders to one vote per share (with proportionate
voting for fractional shares). As used in this Prospectus, the phrase "vote of a
majority of the outstanding shares" of a Fund (or the Trust) means the vote of
the lesser of: (1) 67% of the shares of the Fund (or the Trust) present at a
meeting if the holders of more than 50% of the outstanding shares are present in
person or by proxy; or (2) more than 50% of the outstanding shares of the Fund.
PERFORMANCE INFORMATION
The Fund may, from time to time, include its yield and/or total return in
advertisements or reports to shareholders or prospective investors. The methods
used to calculate the yield and total return of the Fund is mandated by the SEC.
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<PAGE> 19
Quotations of "yield" for the Fund will be based on the income received by
a hypothetical investment (less a pro-rata share of Fund expenses) over a
particular seven-day period, which is then "annualized" (i.e., assuming that the
seven-day yield would be received for 52 weeks, stated in terms of an annual
percentage return on the investment).
"Effective yield" for the Fund is calculated in a manner similar to that
used to calculate yield, but includes the compounding effect of earnings on
reinvested dividends. Quotations of yield and effective yield reflect only the
Fund's performance during the particular seven-day period on which the
calculations are based. Yield and effective yield for the Fund will vary based
on changes in market conditions, the level of interest rates and the level of
the Fund's expenses, and no reported performance figure should be considered an
indication of performance which may be expected in the future.
Performance information for the Fund may be compared to various unmanaged
indices, indices prepared by Lipper Analytical Services, and other entities or
organizations which track the performance of investment companies. Any
performance information should be considered in light of the Fund's investment
objectives and policies, characteristics and quality of the Fund and the market
conditions during the time period indicated, and should not be considered to be
representative of what may be achieved in the future. For a description of the
methods used to determine yield and total return for the Fund, see the SAI.
ACCOUNT SERVICES
All transactions in shares of the Fund will be reflected in a statement for
each shareholder. In those cases where a Service Organization or its nominee is
shareholder of record of shares purchased for its customer, the Fund has been
advised that the statement may be transmitted to the customer at the discretion
of the Service Organization.
Furman Selz acts as the Trust's transfer agent. The Trust compensates
Furman Selz, the Trust's administrator, for providing personnel and facilities
to perform shareholder servicing and transfer agency related services for the
Trust at a rate of $15 per account per year plus certain out-of-pocket expenses.
SHAREHOLDER INQUIRIES
All shareholder inquiries should be directed to BISYS Fund Services, Inc.
PO Box 182484, Columbus, OH 43218-2484. .
General and Account Information: (800) 44CENTURA (442-3688)
19
<PAGE> 20
INVESTMENT ADVISER
Trustmark National Bank
248 East Capitol Street
Jackson, Mississippi 39201
ADMINISTRATOR
Furman Selz LLC
230 Park Avenue
New York, New York 10169
SPONSOR AND DISTRIBUTOR
An Affiliate of
BISYS Fund Services, Inc.
CUSTODIAN
Trustmark National Bank
248 East Capitol Street
Jackson, Mississippi 39201
COUNSEL
Baker & McKenzie
805 Third Avenue
New York, New York 10022
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036
CSPMMCC 1196
CENTURA SHARES
OF
THE PERFORMANCE
MONEY MARKET FUND
CONSUMER SERVICE CLASS
PROSPECTUS
NOVEMBER 26, 1996
<PAGE> 21
CENTURA SHARES
3435 STELZER ROAD,
COLUMBUS, OH 43219
(800) 44CENTURA (442-3688)
THE PERFORMANCE MONEY MARKET FUND
The Money Market Fund (the "Fund") a series of Performance Funds Trust, is
a registered management investment company. The Fund's objective is to provide
investors with as high a level of income as is consistent with preservation of
capital and liquidity. This prospectus relates exclusively to the Centura Shares
of the Fund. This Prospectus relates only to the "Institutional Class" of the
Fund's shares which only certain investors are qualified to purchase. The Fund
also has a "Consumer Service Class" of shares. See, "Other Information --
Capitalization."
Trustmark National Bank acts as investment adviser of the Fund and an
affiliate of BISYS Fund Services, Inc, acts as distributor of the Fund's shares
(the "Distributor"). The Distributor is a registered broker-dealer and member of
the National Association of Securities Dealers, Inc.
Investors should be aware that the Centura Shares may not be purchased
other than through certain securities dealers with whom the Distributor has
entered into agreements for this purpose, directly from the Distributor or
through certain Service Organizations with whom they have accounts. Centura
Shares have been created for the primary purpose of providing a money market
fund product for shareholders of certain funds advised by Centura Bank
("Centura"). Shares of the Fund other than the Centura Shares are offered
pursuant to a separate prospectus.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THE FUND ATTEMPTS TO MAINTAIN THE VALUE OF ITS SHARES AT A CONSTANT
$1.00 PER SHARE, ALTHOUGH THERE CAN BE NO ASSURANCE THAT IT WILL ALWAYS BE ABLE
TO DO SO. SHARES OF THE FUND ARE NOT AN OBLIGATION OF OR GUARANTEED BY TRUSTMARK
NATIONAL BANK OR ITS AFFILIATES, AND THE SHARES ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
This Prospectus sets forth concisely the information a prospective investor
should know before investing in the Fund and should be read and retained for
information about the Fund.
A Statement of Additional Information (the "SAI"), dated September 27,
1996, containing additional and more detailed information about the Fund, has
been filed with the Securities and Exchange Commission ("SEC") and is hereby
incorporated by reference into this Prospectus. It is available without charge
and can be obtained by writing or calling the Fund at the address and
information number printed above.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
------------------------
November 26, 1996
<PAGE> 22
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Fund Expenses........................................................................... 3
Fee Table............................................................................... 3
Financial Highlights.................................................................... 4
Prospectus Summary...................................................................... 5
The Investment Policies and Practices of the Fund....................................... 6
Description of Securities and Investment Practices...................................... 7
Investment Restrictions................................................................. 9
Management of the Fund.................................................................. 9
Fund Share Valuation.................................................................... 12
Purchase of Fund Shares................................................................. 13
Individual Retirement Accounts.......................................................... 14
Exchange Privileges..................................................................... 14
Redemption of Fund Shares............................................................... 14
Dividends, Distributions and Federal Income Tax......................................... 17
Other Information....................................................................... 18
</TABLE>
This Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any securities other than the registered securities to which it
relates. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful.
2
<PAGE> 23
FUND EXPENSES
The following expense table lists the estimated costs and expenses that an
investor in the Institutional Class may incur either directly or indirectly as a
shareholder of the Fund based on expenses for the period ended May 31, 1996.
Actual expenses in the future may be greater or less than those shown.
Shareholders in the Consumer Service Class of the Fund may be subject to Rule
12b-1 Plan distribution fees (annually up to 0.35% of the average net assets of
the Fund) to which the Institutional Class is not subject. The Institutional
Class of shares is only available to certain qualified shareholders.
FEE TABLE
<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Load Imposed on Purchases (as a percentage price)................... none
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering
price).......................................................................... none
Deferred Sales Load (as a percentage of redemption proceeds)...................... none
Redemption Fees................................................................... none
Exchange Fees..................................................................... none
ANNUAL FUND OPERATING EXPENSES(2)
(as a percentage of average net assets annualized)
Investment Advisory Fees (After Waiver)(3)........................................ 0.10%
12b-1 Fees(1)..................................................................... none
Other Expenses(4)................................................................. 0.14%
-----
Total Fund Operating Expenses (After Waiver)(3)................................... 0.24%
=====
</TABLE>
(1) The Consumer Service Class of shares may be subject to Rule 12b-1 Plan
distribution fees (annually equal to 0.35% of average net assets of the
Fund) to which the Institutional Class is not subject.
(2) Shares of the Institutional Class of the Fund may be available through
trust, investment management or other fiduciary accounts managed or
administered by the Adviser, its affiliates or correspondents. Such
institutions may provide a variety of services at varying fees to customers
and, although such fees are not fund-related, the fees must be paid by
customers in order to purchase Fund shares.
(3) Reflects a voluntary reduction (which will remain in effect until further
notice) in contractual fee. Had this reduction not been in effect, the
investment advisory fee would have been 0.30% and Total Fund Operating
Expenses would have been 0.44%.
(4) Certain Service Organizations may receive additional fees from the Fund in
amounts up to an annual rate of 0.35% of the daily net asset value of the
Fund's shares owned by shareholders with whom the Service Organization has a
servicing relationship. See "Management of the Fund -- Service
Organizations" on Page 11.
The purpose of this table is to assist the shareholder in understanding the
various costs and expenses that an investor in the Fund might bear.
EXAMPLE:*
You would pay the following expenses on a $1,000 investment, assuming 5% gross
annual return and redemption at the end of each time period:
<TABLE>
<S> <C>
1 year...................................................... $ 3
3 years..................................................... $ 8
5 years..................................................... $14
10 years..................................................... $32
</TABLE>
* This example should not be considered a representation of future expenses
which may be more or less than those shown. The assumed 5% annual return is
hypothetical and should not be considered a representation of past or future
annual returns. Actual return may be greater or less than the assumed amount.
3
<PAGE> 24
FINANCIAL HIGHLIGHTS
The financial data shown below is to assist investors in evaluating the
performance of the Fund since commencement of operations through May 31, 1996.
The financial highlights have been audited by Price Waterhouse LLP, independent
accountants, whose report on the financial statements, including this data,
appears in the Fund's 1996 Annual Report to Shareholders. This financial data
should be read in conjunction with the related financial statements and notes
thereto.
SELECTED PER SHARE DATA AND RATIOS
<TABLE>
<CAPTION>
MONEY MARKET FUND
------------------------------------------------------------
INSTITUTIONAL CLASS
------------------------------------------------------------
YEAR ENDED YEAR ENDED FOR THE PERIOD SEPTEMBER 30, 1993
MAY 31, MAY 31, (COMMENCEMENT OF OPERATIONS)
1996 1995 THROUGH MAY 31, 1994
---------- ---------- ---------------------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period...... $ 1.00 $ 1.00 $ 1.00
---------- ---------- -----------
Income from Investment Operations:
Net investment income................... 0.05 0.05 0.02
---------- ---------- -----------
Less Distributions:
Dividends from net investment income.... (0.05) (0.05) (0.02)
---------- ---------- -----------
Net Asset Value, End of Period............ $ 1.00 $ 1.00 $ 1.00
========== ========== ========================
Total Return.............................. 5.60% 5.27% 2.17%
Ratios/Supplemental Data:
Net Assets, End of Period (in
thousands)........................... $366,966 $324,942 $ 139,157
Ratio of Expenses to Average Net
Assets............................... 0.24% 0.23% 0.15%*
Effect of waivers/reimbursements on
expense ratio........................ 0.30% 0.36% 0.53%*
Ratio of Net Investment Income to
Average Net Assets................... 5.42% 5.27% 3.30%*
</TABLE>
- ---------------
* Annualized
4
<PAGE> 25
PROSPECTUS SUMMARY
INVESTMENT OBJECTIVES AND POLICIES OF THE FUND
This Prospectus describes The Money Market Fund (the "Fund"), managed by
Trustmark National Bank. The investment objective of the Fund is to provide
investors with as high a level of current income as is consistent with
preservation of capital and liquidity. The Fund pursues its objective by
investing its assets in a broad range of high quality, short-term, money market
instruments which have remaining maturities not exceeding 397 days. The Fund is
required to maintain a dollar-weighted average portfolio maturity of 90 days or
less. Money market instruments in which the Fund may invest include: U.S.
Government securities, bank obligations, commercial paper, corporate debt
securities, variable rate demand notes and repurchase agreements. Generally,
securities in which the Fund invests will not earn as high a yield as securities
of longer maturity, and/or of lesser quality which are subject to greater market
volatility. The Fund attempts to maintain the value of its shares at a constant
$1.00 per share, although there can be no assurance that the Fund will always be
able to do so.
MANAGEMENT OF THE FUND
Trustmark National Bank ("Trustmark" or the "Adviser") acts as investment
adviser to the Fund. Trustmark's Trust Department, has assets in excess of $1
billion under management. It was founded in 1890 and is the second largest
commercial bank headquartered in Mississippi. For its services, the Adviser
receives from the Fund fees at annual rates of the Fund's average daily net
assets. Trustmark has been advising the Trust's Short Term Government Income
Fund, Intermediate Term Government Income Fund and Equity Fund since June of
1992. Trustmark has also been managing trust monies for over 40 years. See "Fee
Table" and "Management of the Fund" in this Prospectus.
Furman Selz LLC ("Furman Selz") acts as Administrator to the Fund and
provides certain management and administrative services to the Fund, for which
the Fund pays a fee at an annual rate based upon the Fund's average daily net
assets. Performance Funds Distributor, Inc. ("PFD") is the Sponsor and
Distributor for the Trust and distributes the Fund's shares and may be
reimbursed for certain of its distribution related expenses.
PURCHASES
Shares of the Institutional Class of the Funds are offered at net asset
value without a sales load. Shares of the Consumer Service Class of the Funds
are also offered at net asset value but may be subject to 12b-1 fees to which
the Institutional Class shares are not subject. See "Fund Share Valuation," and
"Purchase of Fund Shares." Purchases of Institutional Class shares may only be
made by one of the following types of "Institutional Investors": trust or
investment management and other fiduciary accounts managed or administered by
Centura or its affiliates or correspondents pursuant to a written agreement.
SERVICE ORGANIZATIONS
The Fund may pay fees to various banks (including Trustmark), trust
companies, broker-dealers and other financial organizations ("Service
Organizations") for providing administrative services for the Fund, such as
maintaining shareholder accounts and records. Institutional investors are
required to purchase Fund shares through a Service Organization.
REDEMPTIONS
Shares may be redeemed at their next determined net asset value. See
"Redemption of Fund Shares" and "Fund Share Valuation." Redemptions may be made
by letter or, if previously authorized, by telephone. The Fund reserves the
right to redeem upon not less than 30 days' written notice all shares in a Fund
account
5
<PAGE> 26
which, as a result of shareholder redemption, has a value below $500 ($250 for
Individual Retirement Accounts ("IRAs")).
DIVIDENDS AND DISTRIBUTIONS
The Fund declares and pays its net investment income to shareholders of
record in accordance with the schedule set forth under "Dividends, Distributions
and Federal Income Tax." Any net realized long-term capital gains will be
distributed annually. All dividends and distributions will be automatically
reinvested at net asset value in additional shares of the Fund unless cash
payment is requested.
THE INVESTMENT POLICIES AND PRACTICES OF THE FUND
The investment objective of the Fund is to provide investors with a high
level of current income as is consistent with preservation of capital and
liquidity. The Fund pursues its objective by investing its assets in a broad
range of high quality, short-term, money market instruments which have remaining
maturities not exceeding 397 days. The Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less. Generally,
securities in which the Fund invests will not earn as high a yield as securities
of longer maturity, and/or of lesser quality which are subject to greater market
volatility. The Fund attempts to maintain the value of its shares at a constant
$1.00 per share, although there can be no assurance that the Fund will always be
able to do so.
This Prospectus and the SAI contain specific investment restrictions which
govern the Fund's investments. Those restrictions and the Fund's investment
objective are fundamental policies, which means that they may not be changed
without a majority vote of shareholders of the Fund. Except for the objective
and those restrictions specifically identified as fundamental, all other
investment policies and practices described in this Prospectus and in the SAI
are not fundamental and may be changed by the Board of Trustees without
shareholder approval.
The Adviser selects investments and makes investment decisions based on the
investment objective and policies of the Fund.
The Adviser selects only those U.S. dollar-denominated debt instruments
which meet the high quality and credit risk standards established by the Board
of Trustees. The Fund will purchase commercial paper which, at the time of
investment, is rated in the top category by at least two Nationally Recognized
Statistical Rating Organizations, or, if not rated, are, in the opinion of the
Adviser and the Board of Trustees, of an investment quality comparable to rated
commercial paper in which the Fund may invest. Corporate debt securities (bonds,
debentures, notes and other similar debt instruments) in which the Fund may
invest, have 397 days or less to maturity and are rated AA or better by Standard
& Poor Corporation ("S&P") or Aa or better by Moody's Investors Service
("Moody's"). The Fund will invest no more than 5% of its total assets in debt
securities which are rated below the top rating category or if unrated are of
comparable investment quality as determined by the Adviser and the Board of
Trustees.
6
<PAGE> 27
The following describes in greater detail different types of securities and
investment practices used by the Fund.
DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES
U.S. Government Securities. U.S. Government securities are obligations
issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
U.S. Treasury bills, which have a maturity of up to one year, are direct
obligations of the United States and are the most frequently issued marketable
U.S. Government security. The U.S. Treasury also issues securities with longer
maturities in the form of notes and bonds.
U.S. Government agency and instrumentality obligations are debt securities
issued by U.S. Government-sponsored enterprises and Federal agencies. Some
obligations of agencies are supported by the full faith and credit of the United
States or by U.S. Treasury guarantees, such as mortgage-backed certificates,
which may be guaranteed by the Government National Mortgage Association; others,
such as obligations of the Federal Home Loan Banks, Federal Farm Credit Bank,
Bank for Cooperatives, Federal Intermediate Credit Banks and the Federal Land
Bank, are guaranteed by the right of the issuer to borrow from the U.S.
Treasury; others, such as obligations of the Federal National Mortgage
Association, are supported by discretionary authority of the U.S. Government to
purchase certain obligations of the agency or instrumentality; and others, such
as obligations of the Student Loan Marketing Association and the Tennessee
Valley Authority, are backed only by the credit of the agency or instrumentality
issuing the obligation. In the case of obligations not backed by the full faith
and credit of the United States, the investor must look principally to the
agency issuing or guaranteeing the obligation for ultimate repayment.
Bank Obligations. These obligations include negotiable certificates of
deposit and bankers' acceptances. The Fund limits its bank investments to
dollar-denominated obligations of U.S. banks which have more than $1 billion in
total assets at the time of investment and are members of the Federal Reserve
System or are examined by the Comptroller of the Currency, or whose deposits are
insured by the FDIC.
Commercial Paper. Commercial paper includes short-term unsecured
promissory notes, variable rate demand notes and variable rate master demand
notes issued by U.S. banks and bank holding companies, U.S. corporations and
financial institutions, as well as similar taxable and tax-exempt instruments
issued by government agencies and instrumentalities. The Fund establishes
standards of creditworthiness for issuers of such investments.
Corporate Debt Securities. The Fund's investments in U.S. corporate debt
securities are limited to corporate bonds, debentures, notes and other similar
corporate debt instruments which meet the previously disclosed minimum ratings
and maturity criteria established for the Fund under the direction of the Board
of Trustees and the Fund's Adviser or, if unrated, are in the Adviser's opinion
comparable in quality to corporate debt securities in which the Fund may invest.
See "The Investment Policies and Practices of the Fund."
Repurchase Agreements. Securities held by the Fund may be subject to
repurchase agreements. A repurchase agreement is a transaction in which the
seller of a security commits itself at the time of the sale to repurchase that
security from the buyer at a mutually agreed upon time and price. These
agreements may be considered to be loans by the purchaser collateralized by the
underlying securities. These agreements will be fully collateralized and the
collateral will be marked-to-market daily. The Fund will enter into repurchase
agreements only with dealers, domestic banks or recognized financial
institutions which, in the opinion of the Adviser and in accordance with
guidelines adopted by the Board of Trustees present minimal credit risks. While
the maturity of the underlying securities in a repurchase agreement transaction
may be more than one year, the term of the repurchase agreement will, as a
fundamental policy, always be seven days or less. See
7
<PAGE> 28
"Investment Restrictions." In the event of default by the seller under the
repurchase agreement, the Fund may have problems in exercising its rights to the
underlying securities and may experience time delays in connection with the
disposition of such securities.
Loans of Portfolio Securities. To increase current income, the Fund may
lend its portfolio securities in an amount up to 5% of its total assets to
brokers, dealers and financial institutions, provided certain conditions are
met, including the condition that each loan is secured continuously by
collateral maintained on a daily mark-to-market basis in an amount at least
equal to the current market value of the securities loaned. For further
information, see the SAI.
Variable and Floating Rate Demand and Master Demand Notes. The Fund may,
from time to time, purchase variable or floating rate demand notes issued by
corporations, bank holding companies and financial institutions and similar
taxable and tax exempt instruments issued by government agencies and
instrumentalities. These securities will typically have a maturity over one year
but carry with them the right of the holder to put the securities to a
remarketing agent or other entity at designated time intervals and on specified
notice. The obligation of the issuer of the put to repurchase the securities may
be backed up by a letter of credit or other obligation issued by a financial
institution. The purchase price is ordinarily par plus accrued and unpaid
interest. Generally, the remarketing agent will adjust the interest rate every
seven days (or at other specified intervals) in order to maintain the interest
rate at the prevailing rate for securities with a seven-day or other designated
maturity. The Fund will only purchase demand instruments which provide that the
Fund may receive the principal amount of the note upon not more than seven days'
notice. The Fund's investment in demand instruments which provide that the Fund
will not receive the principal note amount within seven days' notice, in
combination with the Fund's other investments in illiquid instruments, will be
limited to an aggregate total of 10% of the Fund's net assets.
The Fund may also buy variable rate master demand notes. The terms of these
obligations permit the Fund to invest fluctuating amounts at varying rates of
interest pursuant to direct arrangements between the Fund, as lender, and the
borrower. These instruments permit weekly and, in some instances, daily changes
in the amounts borrowed. The Fund has the right to increase the amount under the
note at any time up to the full amount provided by the note agreement, or to
decrease the amount, and the borrower may repay up to the full amount of the
note without penalty. The notes may or may not be backed by bank letters of
credit. Because the notes are direct lending arrangements between the Fund and a
borrower, it is not generally contemplated that they will be traded, and there
is no secondary market for them, although they are redeemable (and, thus,
immediately repayable by the borrower) at principal amount, plus accrued
interest, at any time. In connection with any such purchase and on an ongoing
basis, the Board of Trustees will consider the earning power, cash flow and
other liquidity ratios of the issuer, and its ability to pay principal and
interest on demand, including a situation in which all holders of such notes
make demand simultaneously. While master demand notes, as such, are not
typically rated by credit rating agencies, the Fund may, under its minimum
rating standards, invest in them only if at the time of an investment, the
issuer meets the criteria set forth in this Prospectus for commercial paper
obligations.
Illiquid Investments. It is the policy of the Fund that restricted
securities and other illiquid securities (including variable and floating rate
demand and master demand notes not requiring receipt of the principal note
amount within seven days' notice and securities of foreign issuers that are not
listed on a recognized domestic or foreign securities exchange) may not
constitute, at the time of purchase or at any time, more than 10% of the value
of the total net assets of the Fund.
Notwithstanding the above, the Fund may purchase securities which are
eligible for purchase and sale under Rule 144A under the Securities Act of 1933
(the "1933 Act"). Rule 144A permits certain qualified institutional buyers, such
as the Fund, to trade in privately placed securities even though such securities
are
8
<PAGE> 29
not registered under the 1933 Act. The Adviser, under the supervision of the
Board of Trustees, will consider whether securities purchased under Rule 144A
are illiquid and thus subject to the Fund's restriction of investing no more
than 10% of its assets in illiquid securities. A determination of whether a Rule
144A security is liquid or not is a question of fact. In making this
determination the Adviser will consider the trading markets for the specific
security taking into account the unregistered nature of a Rule 144A security. In
addition, the Adviser could consider the (1) frequency of trades and quotes, (2)
number of dealers and potential purchasers, (3) dealer undertakings to make a
market, and (4) the nature of the security and of marketplace trades (e.g., the
time needed to dispose of the security, the method of soliciting offers and the
mechanics of transfer). The liquidity of Rule 144A securities would be monitored
and, if as a result of changed conditions, it is determined that a Rule 144A
security is no longer liquid, the Fund's holdings of illiquid securities would
be reviewed to determine what, if any, steps are required to assure that the
Fund does not invest more than 10% of its assets in illiquid securities.
Investing in 144A securities could have the effect of increasing the amount of
the Fund's assets invested in illiquid securities if qualified institutional
buyers are unwilling to purchase such securities.
INVESTMENT RESTRICTIONS
(1) The Fund may not borrow money or pledge or mortgage its assets, except
from banks up to 10% of the current value of its total net assets for temporary
or emergency purposes and those borrowings may be secured by the pledge of not
more than 15% of the current value of the Fund's total net assets (but
investments may not be purchased by the Fund while any such borrowings exist).
(2) The Fund may not make loans, except loans of portfolio securities and
except that the Fund may enter into repurchase agreements with respect to its
portfolio securities.
(3) In addition, the Fund is a diversified fund. As such, it will not
invest more than 5% of its total assets in the securities of any single issuer
(except for U.S. Government securities) or purchase more than 10% of the
outstanding voting securities of any such issuer. Also, the Fund will invest
less than 25% of its total assets in the securities of any one industry but may
invest more than 25% of its total assets in instruments issued by domestic
banks. For this purpose, U.S. Government securities (and repurchase agreements
related thereto) are not considered securities of a single industry.
The foregoing investment restrictions and those described in the SAI are
fundamental policies of the Fund which may be changed only when permitted by law
and approved by the holders of a majority of the Fund's outstanding voting
securities as described under "Other Information -- Voting".
If a percentage restriction on investment policies or the investment or use
of assets set forth in this Prospectus is adhered to at the time a transaction
is effected, later changes in percentage resulting from changing values will not
be considered a violation.
MANAGEMENT OF THE FUND
The business and affairs of the Fund are managed under the direction of the
Board of Trustees. Additional information about the Trustees, as well as the
Trust's executive officers, may be found in the SAI under the heading
"Management -- Trustees and Officers."
The Investment Adviser. Trustmark National Bank, 248 East Capitol Street,
Jackson, Mississippi 39201, serves as investment adviser to the Fund. Trustmark
manages the investment and reinvestment of the assets of the Fund and
continuously reviews, supervises and administers the Fund's investments.
Trustmark is
9
<PAGE> 30
responsible for placing orders for the purchase and sale of the Fund's
investments directly with brokers and dealers selected by it in its discretion.
Trustmark's Trust Department, has assets in excess of $1 billion under
management. It was founded in 1890 and is the second largest commercial bank
headquartered in Mississippi. Trustmark has been advising the Trust's Short Term
Government Income Fund, Intermediate Term Government Income Fund and Equity Fund
since June 1992. Trustmark has also been managing trust monies for over 40
years. Shares of the Fund are not guaranteed by Trustmark, its parent or
affiliates, nor are they insured by the FDIC, the Federal Reserve Board or any
other agency.
For the advisory services it provides to the Funds, Trustmark is entitled
to receive monthly fees, based on average daily net assets, up to 0.30% annually
for the Fund.
Based upon the advice of its counsel, Trustmark believes that the
performance of investment advisory services for the Fund will not violate the
Glass-Steagall Act or other applicable banking laws or regulations. However,
future statutory or regulatory changes, as well as future judicial or
administrative decisions and interpretations of present and future statutes and
regulations, could prevent Trustmark from continuing to perform such services
for the Fund. If Trustmark were prohibited from acting as investment adviser to
the Fund, it is expected that the Board of Trustees would recommend to
shareholders approval of a new investment advisory agreement with another
qualified investment adviser selected by the Board or that the Board would
recommend other appropriate action.
The Sponsor, Distributor and Administrator. Furman Selz LLC, 230 Park
Avenue, New York, New York 10169, acts as the Sponsor and Administrator of the
Fund. An affiliate of BISYS Fund Services, Inc, acts as the Distributor of the
Fund's shares. Furman Selz is primarily an institutional brokerage firm with
membership on the New York, American, Boston, Midwest, Pacific and Philadelphia
Stock Exchanges. Furman Selz also serves as administrator and distributor of
other mutual funds.
Administrative Services. The Fund has entered into an Administrative
Services Contract with Furman Selz pursuant to which Furman Selz provides
certain management and administrative services necessary for the Fund's
operations including: (i) general supervision of the operation of the Fund
including coordination of the service performed by the Fund's Adviser, transfer
agent, custodian, independent accountants and legal counsel, regulatory
compliance, including the compilation of information for documents such as
reports to, and filings with, the SEC and state securities commissions, and
preparation of proxy statements and shareholder reports for the Fund, (ii)
general supervision relative to the compilation of data required for the
preparation of periodic reports distributed to the Fund's officers and Board of
Trustees, and (iii) furnishing office space and certain facilities required for
conducting the business of the Fund. For these services, Furman Selz receives
from the Fund a monthly fee at the annual rate of 0.15% of the average daily net
assets of the Fund. Pursuant to a Shareholder Servicing Agreement between the
Trust and the Administrator, Furman Selz receives a fee of $15.00 per account
per year plus out-of-pocket expenses. Pursuant to a Fund Accounting Agreement
between the Trust and the Administrator, the Administrator assists the Trust in
calculating net asset values and provides certain other accounting services for
the Fund described therein, for an annual fee of $30,000 per Fund plus
out-of-pocket expenses.
On June 28, 1996, Furman Selz and BISYS Group, Inc. ("BISYS") announced a
definitive agreement which provides that by the end of 1996 Furman Selz will
exit the mutual funds business and recommend BISYS to Furman Selz's existing
fund clients to replace Furman Selz for mutual fund administration,
distribution, fund accounting and transfer agency services.
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BISYS, headquartered in Little Falls, N.J., supports more than 5,000
financial institutions and corporate clients through two strategic business
units. BISYS Information Services Group provides image and data processing
outsourcing, and pricing analysis to more than 600 banks nationwide. BISYS
Investment Services Group designs, administers, and distributes over 30 families
of proprietary mutual funds consisting of more than 365 portfolios, and provides
401(k) marketing support, administration, and recordkeeping services in
partnership with 18 of the nation's leading bank and investment management
companies. BISYS trades on NASDAQ under the symbol BISYS.
At a meeting on October 3, 1996 the Board of Trustees of Performance Funds
Trust approved, as successor Administrator to Furman Selz LLC, BISYS Fund
Services Limited Partnership d/b/a/ BISYS Fund Services. The Board of Trustees
also approved, as successor Accounting Agent to Furman Selz LLC, BISYS Fund
Services, Inc. In addition, the Board approved a new Distribution Agreement with
Performance Funds Distributor, Inc., which will become an affiliate of each
BISYS entity at the time of conversion. BISYS and its affiliates have their
principal places of business at 3435 Stelzer Road, Columbus, Ohio 43219. BISYS
and its affiliates will perform the same services as each predecessor at an
identical fee. Effective November 11, 1996 BISYS Fund Services, Inc. became the
successor Transfer Agent to Furman Selz LLC. The remaining conversions are
expected to occur during the last quarter of 1996.
Service Organizations. Various banks (including Trustmark and Centura),
trust companies, broker-dealers (other than the Sponsor) or other financial
organizations (collectively, "Service Organizations") also may provide
administrative services for the Fund, such as maintaining shareholder accounts
and records. The Fund may pay fees to Service Organizations (which vary
depending upon the services provided) in amounts up to an annual rate of 0.35%
of the daily net asset value of the Fund's shares owned by shareholders with
whom the Service Organization has a servicing relationship. Institutional Class
shareholders are required to purchase shares through a Service Organization.
Some Service Organizations may impose additional or different conditions on
their clients, such as requiring their clients to invest more than the Fund's
minimum initial or subsequent investments or charging a direct fee for
servicing. A Service Organization or broker or other sales-person within such
Service Organization may be compensated at varying rates for the sale of one
class of Fund shares as opposed to another. If imposed, these fees would be in
addition to any amounts which might be paid to the Service Organization by the
Fund. Each Service Organization has agreed to transmit to its clients a schedule
of any such fees. Shareholders using Service Organizations are urged to consult
with them regarding any such fees or conditions.
The Glass-Steagall Act and other applicable laws provide that, among other
things, banks may not engage in the business of underwriting, selling or
distributing securities. There is currently no precedent prohibiting banks from
performing administrative and shareholder servicing functions as Service
Organizations. However, judicial or administrative decisions or interpretations
of such laws, as well as changes in either Federal or state regulations relating
to the permissible activities of banks and their subsidiaries or affiliates,
could prevent a bank Service Organization from continuing to perform all or a
part of its servicing activities. If a bank were prohibited from so acting, its
shareholder clients would be permitted to remain shareholders of the Fund and
alternative means for continuing the servicing of such shareholders would be
sought. It is not expected that shareholders would suffer any adverse financial
consequences as a result of any of these occurrences. In addition, state
securities law on this issue may differ from interpretations of Federal law
expressed herein and banks and financial institutions may be required to
register as dealers pursuant to state law.
OTHER EXPENSES. The Fund bears all costs of its operations other than
expenses specifically assumed by Furman Selz or the Adviser. The costs borne by
the Fund include legal and accounting expenses; Trustees'
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<PAGE> 32
fees and expenses; insurance premiums; custodian and transfer agent fees and
expenses; expenses incurred in acquiring or disposing of the Fund's portfolio
securities; expenses of registering and qualifying the Fund's shares for sale
with the SEC and with various state securities commissions; expenses of
obtaining quotations on the Fund's portfolio securities and pricing of the
Fund's shares; expenses of maintaining the Fund's legal existence and of
shareholders' meetings; and expenses of preparation and distribution to existing
shareholders of reports, proxies and prospectuses. The Fund bears its own
expenses associated with its establishment as a series of Performance Funds
Trust; these expenses are amortized over a five-year period from the
commencement of the Fund's operations. See "Management" in the SAI. Trust
expenses directly attributable to the Fund are charged to the Fund; other
expenses are allocated proportionately among all of the Funds in the Trust in
relation to the net assets of such Fund which are allocated to each share class
based on the net assets of such share class. Class specific expenses are charged
directly to the share class which bears such expense.
Portfolio Transactions. Pursuant to the Investment Advisory Contract, the
Adviser places orders for the purchase and sale of portfolio investments for the
Fund's accounts with brokers or dealers selected by it in its discretion.
In effecting purchases and sales of portfolio securities for the account of
the Fund, the Adviser will seek the best execution of the Fund's orders.
Purchases and sales of portfolio debt securities for the Fund are generally
placed by the Adviser with primary market makers for these securities on a net
basis, without any brokerage commission being paid by the Fund. Trading does,
however, involve transaction costs. Transactions with dealers serving as primary
market makers reflect the spread between the bid and asked prices. Purchases of
underwritten issues may be made, which will include an underwriting fee paid to
the underwriter. Purchases and sales of common stocks are generally placed by
the Adviser with broker-dealers which, in the Adviser's judgment, provide prompt
and reliable execution at favorable security prices and reasonable commission
rates. Broker-dealers are selected on the basis of a variety of factors such as
reputation, capital strength, size and difficulty of order, sale of Fund shares
and research provided to the Adviser. The Adviser may cause the Fund to pay
commissions higher than another broker-dealer would have charged if the Adviser
believes the commission paid is reasonable in relation to the value of the
brokerage and research services received on behalf of the Fund.
FUND SHARE VALUATION
The net asset value per share of the Fund is calculated at 1:30 p.m.
(Eastern time) Monday through Friday, on each day the New York Stock Exchange is
open for trading a "Business Day", which excludes the following business
holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The net asset
value per share of the Fund is computed by dividing the value of each share
class of the Fund's net assets (i.e., the value of the assets less the
liabilities) by the total number of each share class of the Fund's outstanding
shares. All expenses, including fees paid to the Adviser, Furman Selz and class
specific, are accrued daily and taken into account for the purpose of
determining the net asset value.
The Fund uses the amortized cost method to value its portfolio securities
and seeks to maintain a constant net asset value of $1.00 per share, although
there is no assurance that a net asset value of $1.00 per share can be
maintained. The amortized cost method involves valuing a security at its cost
and amortizing any discount or premium over the period until maturity,
regardless of the impact of fluctuating interest rates on the market value of
the security. See the SAI for a more complete description of the amortized cost
method.
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<PAGE> 33
PURCHASE OF FUND SHARES
Orders for purchases of shares of the Fund will be executed at the net
asset value per share next determined after an order has been received. All
monies received by the Fund are invested in full and fractional shares of the
Fund. Certificates for shares are not issued. Furman Selz maintains records of
each shareholder's holdings of Fund shares, and each shareholder receives a
statement of transactions, holdings and dividends. The Fund reserves the right
to reject any purchase. The Fund does not accept third party or foreign checks.
An investment may be made using any of the following methods:
Through an Authorized Broker, Investment Adviser or Service
Organization. Shares are available to new and existing shareholders through
authorized brokers, investment advisers and Service Organizations. To make an
investment using this method, simply complete a Purchase Application and contact
your broker, investment adviser or Service Organization with instructions as to
the amount you wish to invest. Your broker will then contact the Fund to place
the order on your behalf on that day.
Orders received by your broker or Service Organization for the Fund in
proper order prior to the determination of net asset value and transmitted to
the Fund prior to the close of its business day (which is currently 1:30 p.m.,
eastern time), will become effective that day. Brokers who receive orders are
obligated to transmit them promptly. You should receive written confirmation of
your order within a few days of receipt of instructions from your broker.
By Wire. Please call 1-800-442-3688 for wiring instructions. A completed
application must be overnighted to the Fund in advance of the wire to
Performance Funds Trust c/o BISYS Fund Services, Inc. 3435 Stelzer Road,
Columbus, OH 43219-8021. Notification must be given to the Fund at
1-800-442-3688 prior to 1:30 p.m., Eastern Standard Time, of the wire date.
By Automatic Investment. Investors may participate in the Automatic
Investment Program, which is an investment plan that automatically debits money
from the shareholder's designated bank account and invests it in the Fund
through the use of electronic fund transfers or automatic bank drafts.
Shareholders may elect to make investments by transfers of a minimum of $50.00
on either the fifth or twentieth day of each month into their established Fund
Account. No minimum initial investment applies when an account is established
through the Automatic Investment Program. Contact the Fund for more information
about the Automatic Investment Program.
By Payroll Direct Deposit. Investors may set up a payroll direct deposit
arrangement for amounts to be automatically invested in the Fund. Participants
in the Payroll Direct Deposit Program may make periodic investments of at least
$50 per pay period. Contact the Fund for more information about Payroll Direct
Deposits.
By Mail. Mail completed application and check made payable to the Fund to:
Centura Shares of the
Performance Money Market Fund
PO Box 182484
Columbus, OH 43218-2484
Purchases made by check are not permitted to be redeemed until payment of
the purchase has been collected, which may take up to 15 days.
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<PAGE> 34
INDIVIDUAL RETIREMENT ACCOUNTS
The Fund may be used as an investment for new or existing IRAs. Shares may
also be purchased for IRAs established with Trustmark or other authorized
custodians. Completion of a special application is required in order to create
such an account, and the minimum initial investment for an IRA is $250.00.
Contributions to IRAs are subject to prevailing amount limits set by the
Internal Revenue Service. For more information and IRA information, call the
Fund toll free at 1-800-442-3688.
EXCHANGE PRIVILEGES
The Fund offers two convenient ways to exchange shares of Funds for which
Centura is the Advisor. Before engaging in an exchange transaction, a
shareholder should read carefully the portions of this Prospectus describing the
Fund into which the exchange will be made. A shareholder may not exchange shares
of one Fund for shares of another Fund if both or either are not qualified for
sale in the state of the shareholder's residence. The minimum amount for an
initial exchange is $1,000 and the minimum amount for subsequent exchanges is
$100. Investments in Centura Funds may be transferred to the Money Market Fund,
then back to Class A shares of the same Fund without incurring an additional
sales charge. The Trust may terminate or amend the terms of the exchange
privilege at any time upon 60 days' written notice to shareholders.
A new account opened by exchange must be established with the same name(s),
address and social security number or TIN as the existing account. All exchanges
will be made based on the net asset value next determined following receipt of
the request by a Fund in good order.
An exchange is taxable as a sale of a security on which a gain or loss may
be recognized but such gains are not expected to occur since the Fund seeks to
maintain a stable net asset value of $1.00 per share. Shareholders should
receive written confirmation of the exchange within a few days of the completion
of the transaction.
Exchange by Mail. To exchange Fund shares by mail, simply send a letter of
instruction to BISYS. The letter of instruction must include: (i) your account
number; (ii) the Fund from and the Fund into which you wish to exchange your
investment; (iii) the dollar or share amount you wish to exchange; and (iv) the
signatures of all registered owners or authorized parties.
Exchange by Telephone. To exchange Fund shares by telephone or if you have
any questions, simply call the Fund toll free at 1-800-442-3688. You should be
prepared to give the telephone representative the following information: (i)
your account number, social security number or TIN and account registration;
(ii) the name of the Fund from and the Fund into which you wish to transfer your
investment; and (iii) the dollar or share amount you wish to exchange. The
conversation may be recorded to protect you and the Fund. Telephone exchanges
are available to the shareholder unless otherwise indicated by the shareholder
by checking the box on the Purchase Application. See "Redemption of Fund Shares
- -- By Telephone" below for a discussion of telephone transactions generally.
REDEMPTION OF FUND SHARES
Shareholders may redeem their shares, in whole or in part, on any Business
Day. Shares will be redeemed at the net asset value next determined after a
redemption request in good order has been received and accepted by the Fund. See
"Fund Share Valuation." A redemption may be a taxable transaction on which gain
or loss may be recognized. Generally, however, gain or loss is not expected to
be realized on a redemption of shares because the Fund seeks to maintain a
constant net asset value per share of $1.00.
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<PAGE> 35
Where the shares to be redeemed have been purchased by check, the
redemption request will be returned if the purchasing check has not cleared,
which may take up to 15 days. Shareholders may avoid this delay by investing
through wire transfers of Federal funds. During the period prior to the time the
shares are redeemed, dividends on the shares will continue to accrue and be
payable and the shareholder will be entitled to exercise all other beneficial
rights of ownership.
Once the shares are redeemed, the Fund will ordinarily send the proceeds by
check to the shareholder at the address of record on the next business day,
although the Fund may take up to seven days to make payment. Also, if the New
York Stock Exchange is closed (or when trading is restricted) for any reason
other than the customary weekend or holiday closing or if an emergency condition
as determined by the SEC merits such action, the Fund may suspend redemptions or
postpone payment dates.
Redemption Methods. To ensure acceptance of your redemption request, it is
important to follow the procedures described below. Although the Fund has no
present intention to do so, the Fund reserves the right to refuse or to limit
the frequency of any telephone or wire redemptions. Of course, it may be
difficult to place orders by telephone during periods of severe market or
economic change, and a shareholder should consider alternative methods of
communications, such as couriers. The Fund's services and their provisions may
be modified or terminated at any time by the Fund. If the Fund terminates any
particular service, it will do so only after giving written notice to
shareholders. Redemption by mail will always be available to shareholders.
You may redeem your shares using any of the following methods:
Through an Authorized Broker, Investment Adviser or Service
Organization. You may redeem your shares by contacting your broker or
investment adviser and instructing him to redeem your shares. He will then
contact the Fund and place a redemption trade on your behalf. You will receive
the next determined net asset value per share after receipt of such request by
your broker or investment adviser. It will be the responsibility of such broker
or investment adviser to transmit your redemption request to the Fund in a
timely manner. Such broker or investment adviser may charge you a fee for this
service.
By Mail. You may redeem your shares by sending a letter directly to
Centura Shares of Performance Money Market Fund, P.O. Box 182484, Columbus, OH
43218-2484. To be accepted, a letter requesting redemption must include: (i) the
Fund name and account registration from which you are redeeming shares, (ii)
your account number, (iii) the amount to be redeemed, (iv) the signatures of all
registered owners. A signature guarantee is required when redemption proceeds
are to be sent to an address other than registered address.
By Telephone. You may redeem your shares by calling the Fund toll free at
1-800-442-3688. You should be prepared to give the telephone representative the
following information: (i) your account number, social security number or TIN
and account registration, (ii) the Fund name from which you are redeeming
shares, and (iii) the amount to be redeemed. The Fund employs reasonable
procedures to confirm that instructions communicated by telephone are genuine.
If the Fund fails to employ such reasonable procedures, it may be liable for any
loss, damage or expense arising out of any telephone transactions purporting to
be on a shareholder's behalf. In order to assure the accuracy of instructions
received by telephone, the Fund requires some form of personal identification
prior to acting upon instructions received by telephone, records telephone
instructions and provides written confirmation to investors of such
transactions. Telephone redemptions are available to the shareholder unless
otherwise indicated by checking the box on the Purchase Application.
By Wire. You may redeem your shares by contacting the Fund by mail or
telephone and instructing it to send a wire transmission to your personal bank.
Proceeds of wire redemption for the Fund generally will be transferred to the
designated account on the day the request is received provided that it is
received by 12:00 Noon (Eastern time).
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<PAGE> 36
Your instructions should include: (i) your account number, social security
number or TIN and account registration, (ii) the Fund name, and (iii) the amount
to be redeemed. Wire redemptions are available to the shareholder unless
otherwise indicated by checking the box on the Purchase Application. Please
attach a copy of a void check of account where proceeds are to be wired. Your
bank may charge you a fee for receiving a wire payment on your behalf.
Check Writing. A check redemption ($500 minimum, no maximum) feature is
available. Checks are free and may be obtained from the Fund. It is not possible
to use a check to close out your account since additional shares accrue daily.
The above mentioned services "Telephone," "Wire" and "Check Writing" are
not available for IRAs and trust clients of Centura.
Systematic Withdrawal Plan. An owner of $25,000 or more of shares of the
Fund may elect to have periodic redemptions from his account to be paid on a
monthly, quarterly, semi-annual or annual basis. The minimum periodic payment is
$100. A sufficient number of shares to make the scheduled redemption will
normally be redeemed on the date selected by the shareholder. Depending on the
size of the payment requested and fluctuation in the net asset value, if any, of
the shares redeemed, redemptions for the purpose of making such payments may
reduce or even exhaust the account. A shareholder may request that these
payments be sent to a predesignated bank or other designated party. Capital
gains and dividend distributions paid to the account will automatically be
reinvested at net asset value on the distribution payment date.
Dollar-Cost-Averaging Option. Automatic transfers are available from the
Money Market Fund to Funds advised by Centura Bank. Transfers may be made of
interest only from the Money Market Fund to other Funds ($10,000 money market
account minimum) or a fixed amount with the minimum being $100 per transaction.
Redemption of Small Accounts. Due to the disproportionately higher cost of
servicing small accounts, the Fund reserves the right to redeem, on not less
than 30 days' notice, an account in the Fund that has been reduced as a result
of shareholder redemption of the account to $500 ($250 for IRA) or less.
However, if during the 30-day notice period the shareholder purchases sufficient
shares to bring the value of the account above $500 ($250 for an IRA), this
restriction will not apply.
Redemption in Kind. All redemptions of shares of the Fund shall be made in
cash, except that the commitment to redeem shares in cash extends only to
redemption requests made by each shareholder of the Fund during any 90-day
period of up to the lesser of $250,000 or 1% of the net asset value of the Fund
at the beginning of such period. This commitment is irrevocable without the
prior approval of the SEC and is a fundamental policy that may not be changed
without shareholder approval. In the case of redemption requests by shareholders
in excess of such amounts, the Board of Trustees reserves the right to have the
Fund make payment, in whole or in part, in securities or other assets, in case
of an emergency or any time a cash distribution would impair the liquidity of
the Fund to the detriment of the existing shareholders. In this event, the
securities would be valued in the same manner as the securities of the Fund are
valued. If the recipient were to sell such securities, he or she would incur
brokerage charges.
Telephone redemption and telephone exchanges will be suspended for a period
of 10 days following a telephonic address change.
If you elect to receive distributions in cash and checks (1) are returned
and marked as "undeliverable" or (2) remain uncashed for six months, your cash
election will be changed automatically and your future dividend and capital
gains distributions will be reinvested in the Fund at the per share net asset
value determined as of the date of payment of the distribution. In addition, any
undeliverable checks or checks that remain uncashed for six months will be
canceled and will be reinvested in the Fund at the per share net asset value
determined as of the date of cancellation.
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DIVIDENDS, DISTRIBUTIONS AND FEDERAL INCOME TAX
The Fund has qualified and intends to continue to qualify annually to be
treated as a regulated investment company pursuant to the provisions of
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). By
so qualifying and electing, the Fund generally will not be subject to Federal
income tax to the extent that it distributes investment company taxable income
and net capital gains in the manner required under the Code.
The Fund intends to distribute to its shareholders substantially all of its
investment company taxable income (which includes, among other items, dividends
and interest and the excess, if any, of net short-term capital gains over net
long-term capital losses). The Fund will declare distributions of such income
daily and pay those dividends monthly. The Fund intends to distribute, at least
annually, substantially all net capital gains (the excess of net long-term
capital gains over net short-term capital losses). In determining amounts of
capital gains to be distributed, any capital loss carryovers from prior years
will be applied against capital gains.
Shareholders may elect to receive distributions in additional Fund shares
based on the net asset value at the close of business on the payment date of the
distribution or receive such distributions in cash. If no election is made,
distributions will be automatically reinvested in additional shares of the Fund.
Dividends declared in, and attributable to, the preceding month will be paid
within five business days after the end of each month.
Shares purchased will begin earning dividends on the day the purchase order
is executed and shares redeemed will earn dividends through the previous day.
Net investment income for a Saturday, Sunday or a holiday will be declared as a
dividend on the previous business day.
Investors who redeem all or a portion of Fund shares prior to a dividend
payment date will be entitled on the next dividend payment date to all dividends
declared but unpaid on those shares at the time of their redemption.
Distributions of investment income (regardless of whether derived from
dividends, interest or short-term capital gains) will be taxable to shareholders
as ordinary income. Distributions of net long-term capital gains designated by
the Fund as capital gain dividends will be taxable as long-term capital gains,
regardless of how long a shareholder has held his Fund shares. Distributions are
taxable in the same manner whether received in additional shares or in cash.
A distribution will be treated as paid on December 31 of the calendar year
if it is declared by the Fund during October, November, or December of that year
to shareholders of record in such a month and paid by the Fund during January of
the following calendar year. Such distributions will be taxable to shareholders
in the calendar year in which the distributions are declared, rather than the
calendar year in which the distributions are received.
Any gain or loss realized by a shareholder upon the sale or other
disposition of shares of the Fund, or upon receipt of a distribution in complete
liquidation of the Fund, generally will be a capital gain or loss which will be
long-term or short-term, generally depending upon the shareholder's holding
period for the shares.
The dividends paid by the Fund are not expected to qualify for the
dividend-received deduction available to corporations.
The Fund may be required to withhold for Federal income tax ("backup
withholding") 31% of the distributions and the proceeds of redemptions payable
to shareholders who fail to provide a correct taxpayer identification number or
to make required certifications, or where the Fund or shareholder has been
notified by the Internal Revenue Service that the shareholder is subject to
backup withholding. Corporate shareholders
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<PAGE> 38
and certain other shareholders specified in the Code are exempt from backup
withholding. Backup withholding is not an additional tax. Any amount withheld
may be credited against the shareholder's U.S. Federal income tax liability.
Shareholders will be notified annually by the Trust as to the Federal tax
status of distributions made by the Fund. Depending on the residence of the
shareholder for tax purposes, distributions also may be subject to state and
local taxes, including withholding taxes. Foreign shareholders may, for example,
be subject to special withholding requirements. Special tax treatment, including
a penalty on certain pre-retirement distributions, is accorded to accounts
maintained as IRAs. Shareholders should consult their own tax advisers as to the
Federal, state and local tax consequences of ownership of shares of the Fund in
their particular circumstances.
OTHER INFORMATION
CAPITALIZATION
Performance Funds Trust was organized as a Delaware business trust on March
11, 1992, and consists of multiple separately managed portfolios or series. The
Board of Trustees may establish additional series in the future. The
capitalization of the Trust consists solely of an unlimited number of shares of
beneficial interest with a par value of $0.001 each. When issued, shares of the
Fund are fully paid and non-assessable.
This Prospectus relates to the Institutional Class of the Fund's shares.
The Fund also offers Consumer Service Class shares which are offered to public
investors at the net asset value. Call 1-800-442-3688, or contact your sales
representative, broker-dealer or bank to obtain more information about the
Fund's classes of shares. Purchases may be made through an authorized broker or
financial institution, including the Fund, by mail or by wire. Institutional
Class shares and Consumer Service Class shares are identical in all respects
with the exception that the Consumer Service Class shares may be subject to Rule
12b-1 fees to which the Institutional Class shares are not subject.
Under Delaware law, shareholders could, under certain circumstances, be
held personally liable for the obligations of a series of the Trust but only to
the extent of the shareholder's investment in such series. However, the
Declaration of Trust disclaims liability of the shareholders, Trustees or
officers of the Trust for acts or obligations of the Trust, which are binding
only on the assets and property of each series of the Trust and requires that
notice of the disclaimer be given in each contract or obligation entered into or
executed by the Trust or the Trustees. The risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances
in which the Trust itself would be unable to meet its obligations and should be
considered remote and is limited to the amount of the shareholder's investment
in the Fund.
VOTING
Shareholders have the right to vote in the election of Trustees when
elections are required by law and on any and all matters on which, by law or
under the provisions of the Declaration of Trust, they may be entitled to vote.
The Trust is not required to hold regular annual meetings of the Fund's
shareholders and does not intend to do so. The Fund may vote separately on items
which affect only the Fund and each class within the Fund may vote separately on
matters which affect only that class. For example, only Consumer Service Class
shareholders will vote on matters related to the Fund's Distribution Plan under
Rule 12b-1. See "Other Information -- Voting Rights" in the SAI.
The Declaration of Trust provides that the holders of not less than
two-thirds of the outstanding shares of the Trust may remove a person serving as
Trustee either by declaration in writing or at a meeting called for such
purpose. The Trustees are required to call a meeting of shareholders for the
purpose of considering the
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removal of a person serving as Trustee if requested in writing to do so by the
holders of not less than 10% of the outstanding shares of the Trust or Fund.
Shares entitle their holders to one vote per share (with proportionate
voting for fractional shares). As used in this Prospectus, the phrase "vote of a
majority of the outstanding shares" of the Fund (or the Trust) means the vote of
the lesser of: (1) 67% of the shares of a Fund (or the Trust) present at a
meeting if the holders of more than 50% of the outstanding shares are present in
person or by proxy; or (2) more than 50% of the outstanding shares of the Fund.
PERFORMANCE INFORMATION
The Fund may, from time to time, include its yield and/or total return in
advertisements or reports to shareholders or prospective investors. The methods
used to calculate the yield and total return of the Fund are mandated by the
SEC.
Quotations of "yield" for the Fund will be based on the income received by
a hypothetical investment (less a pro rata share of Fund expenses) over a
particular seven-day period, which is then "annualized" (i.e., assuming that the
seven-day yield would be received for 52 weeks, stated in terms of an annual
percentage return on the investment).
"Effective yield" for the Fund is calculated in a manner similar to that
used to calculate yield, but includes the compounding effect of earnings on
reinvested dividends. Quotations of yield and effective yield reflect only the
Fund's performance during the particular seven-day period on which the
calculations are based. Yield and effective yield for the Fund will vary based
on changes in market conditions, the level of interest rates and the level of
the Fund's expenses, and no reported performance figure should be considered an
indication of performance which may be expected in the future.
Performance information for the Fund may be compared to various appropriate
unmanaged indices, indices prepared by Lipper Analytical Services and other
entities or organizations which track the performance of investment companies.
Any performance information should be considered in light of the Fund's
investment objectives and policies, characteristics and quality of the Fund and
the market conditions during the time period indicated, and should not be
considered to be representative of what may be achieved in the future. For a
description of the methods used to determine yield and total return for the
Fund, see the SAI.
ACCOUNT SERVICES
All transactions in shares of the Fund will be reflected in a statement for
each shareholder. In those cases where a Service Organization or its nominee is
shareholder of record of shares purchased for its customer, the Fund has been
advised that the statement may be transmitted to the customer at the discretion
of the Service Organization.
Furman Selz acts as the Trust's transfer agent. The Trust compensates
Furman Selz, the Trust's administrator, for providing personnel and facilities
to perform shareholder servicing and transfer agency related services for the
Trust at a rate of $15 per account per year plus certain out-of-pocket expenses.
SHAREHOLDER INQUIRIES
All shareholder inquiries should be directed to BISYS Fund Services, Inc.,
PO Box 182484, Columbus, OH 43218-2484.
General and Account Information: (800) 44CENTURA (442-3688).
19
<PAGE> 40
INVESTMENT ADVISER
Trustmark National Bank
248 East Capitol Street
Jackson, Mississippi 39201
ADMINISTRATOR
Furman Selz LLC
230 Park Avenue
New York, New York 10169
SPONSOR AND DISTRIBUTOR
An affiliate of
BISYS Fund Services, Inc.
CUSTODIAN
Trustmark National Bank
248 East Capitol Street
Jackson, Mississippi 39201
COUNSEL
Baker & McKenzie
805 Third Avenue
New York, New York 10022
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036
CSPMMIC 1196
CENTURA SHARES
OF
THE PERFORMANCE MONEY
MARKET FUND
INSTITUTIONAL CLASS
PROSPECTUS
NOVEMBER 26, 1996
