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Exhibit (d)(5)
ASSUMPTION AGREEMENT
This assumption agreement (the "Agreement") is made as of this ____ day
of August, 2000 by and between Trustmark Registered Investment Adviser, Inc., a
corporation ("Trustmark Adviser "), Trustmark National Bank, N.A., a national
banking association, ("Trustmark Bank") and Performance Funds Trust, a Delaware
business trust registered as an investment company under the Investment Company
Act of 1940, as amended ("Performance Funds").
WHEREAS, Trustmark Bank and Performance Funds, are parties to a Master
Investment Advisory Contract dated as of May 19, 1992, as amended (the "Advisory
Contract"); and
WHEREAS, Trustmark Adviser wishes to assume Trustmark Bank's duties and
obligations under the Advisory Contract.
NOW, THEREFORE, based on the foregoing, the parties agree as follows:
1. Assumption. Trustmark Adviser , intending to be
legally bound, hereby agrees to assume and perform
all duties and obligations of Trustmark Bank under
the Advisory Contract.
2. Guaranty and Indemnity. Trustmark Bank hereby
irrevocably and unconditionally guarantees to
Performance Funds the full performance of all of the
obligations of Trustmark Adviser under the provisions
of the Advisory Contract hereby assumed by Trustmark
Adviser .
Trustmark Bank agrees to indemnify, defend and hold
harmless the Performance Funds from and against any
and all loss, cost, damage or expense (including
reasonable fees of counsel) whatsoever resulting from
or arising out of any breach by Trustmark Adviser of
any obligation of the Advisory Contract hereby
assumed by Trustmark Adviser .
Trustmark Bank hereby waives any requirement that
Trustmark Funds exhaust any right or remedy or
proceed or take any action against Trustmark Adviser
or any other person or entity before exercising any
right or remedy against Trustmark Bank under this
Agreement.
The obligations of Trustmark Bank hereunder are
absolute and unconditional. Trustmark Bank's guaranty
and indemnity shall be a continuing guaranty and
indemnity and shall continue in full force and effect
until all of the obligations hereby assumed by
Trustmark Adviser shall have been satisfied in full.
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IN WITNESS WHEREOF, Trustmark Adviser , Trustmark Bank and Performance
Funds hereby execute this Agreement as of the day and year first above written.
TRUSTMARK REGISTERED INVESTMENT ADVISER, INC.
By:
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Name:
Title: President
TRUSTMARK NATIONAL BANK, N.A.
By:
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Name:
Title:
PERFORMANCE FUNDS TRUST
By:
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Name: Walter B. Grimm
Title: President
