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EXHIBIT 99(n)(2)
AMENDED AND RESTATED
PERFORMANCE FUNDS TRUST
Rule 18f-3 Plan
Rule 18f-3
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Pursuant to Rule 18f-3 (" Rule 18f-3") of the Investment Company Act of
1940, as amended (the "Act"), Performance Funds Trust (the "Trust"), a
registered open-end investment company whose shares are registered on Form N-1A,
consisting of the Money Market Fund, The Short Term Government Income Fund, The
Intermediate Term Government Income Fund, The Mid Cap Growth Fund, The Large Cap
Equity Fund, The Small Cap Fund, Leaders Equity Fund and any future fund or
series created by the Trust (collectively, the "Funds"), hereby adopts this plan
setting forth the separate arrangements and expense allocations of each class of
shares. Any material amendment to this plan is subject to prior approval of the
Board of Trustees, including a majority of the disinterested Trustees.
Authorized Classes
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CLASS A SHARES - (Formerly Consumer Class)
Class A shares of all funds except the Money Market and Short Term
Government Income Fund are sold subject to an initial sales charge as follows:
4.75% $ 0 - $100,000
3.75% $100,001 - $250,000
2.75% $250,001 - $500,000
1.75% $500,001 - $1,000,000
0% Over $1,000,000
Class A shares of the Short Term Government Income Fund are sold subject
to an initial sales charge as follows:
2.50% $ 0 - $100,000
2.00% $100,001 - $250,000
1.50% $250,001 - $500,000
1.00% $500,001 - $1,000,000
0% Over $1,000,000
Class A shares of the Money Market Fund will charge no initial sales
charge.
Class A shares are subject to a distribution fee under the Rule 12b-1 Plan
payable at a
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maximum annual rate of up to 0.35% of the average daily net assets of that
Class. Class A Shares are also subject to fees of up to 0.35% (subject to NASD
rules) pursuant to a Servicing Organization Agreement.
CLASS B SHARES
Class B Shares are not subject to an initial sales charge but all Funds
except the Short Term Government Income Fund are subject to a contingent
deferred sales charge which will be imposed on redemptions as follows:
5% in year 1
4% in year 2
3% in year 3
3% in year 4
2% in year 5
1% in year 6
0% in year 7
0% in year 8
Class B Shares automatically convert to Class A shares on the first
business day of the month following the eighth anniversary of the issuance of
such Class B shares. Class B shares are also subject to a distribution fee
pursuant to Rule 12b-1 payable at the annual rate of up to 1.00% (0.75% of which
are distribution fees and 0.25% for servicing fees) the average daily net assets
of the class. Class B Shares are also subject to fees of up to 0.30% (subject to
NASD rules) pursuant to a Servicing Organization Agreement.
INSTITUTIONAL CLASS SHARES
Institutional Class shares are available to investors who do not desire
enhanced shareholder servicing. Institutional Shares are offered and sold
without an initial sales charge or a deferred sales charge and do not impose
12b-1 Fees, Service Organization Fees or Shareholder Servicing Fees.
Class Voting Rights and Obligations and Class Expenses
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The Classes of shares issued by any Fund will be identical in all
respects except
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for Class designation, allocation of certain expenses directly related to the
distribution or service arrangement, or both, for a Class, and voting
rights--each Class votes separately with respect to issues affecting only that
Class. Shares of all Classes will represent interests in the same investment
fund; therefore each Class is subject to the same investment objectives,
policies and limitations.
Each Class of shares shall bear expenses, not including advisory or
custodial fees or other expenses related to the management of the Fund's assets,
that are directly attributable to the kind or degree of services rendered to
that Class ("Class Expenses"). Class Expenses, including the management fee or
the fee of other service providers, may be waived or reimbursed by the Funds'
investment adviser, underwriter or any other provider of services to the Funds
with respect to each Class of a Fund on a Class by Class basis.
Exchanges and Conversion Privileges
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Shareholders who have held all or part of their shares in a Fund for at
least seven days may exchange shares of one Fund for shares of any of the other
portfolios of the Trust which are available for sale in their state. A
shareholder who has paid a sales load in connection with the purchase of shares
of any of the Funds will be subject only to that portion of the sales load of
the Fund into which the shareholder is exchanging which exceeds the sales load
originally paid by the shareholder. Class B Shares will convert automatically to
Class A shares on the first business day of the month following the eighth
anniversary of the issuance of such Class B Shares. Class B Shares will be
converted at the net asset value of Class A Shares, without the imposition of
any sales load, fee or charge.
