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Exhibit (m)(9)
MUTUAL FUND SERVICE AGENT AGREEMENT
This Agreement dated as of July ___, 2000 is among PFPC Inc., a
Massachusetts corporation with offices located at 0000 Xxxxxxxx Xxxxx, Xxxxxxxx,
Xxxxxxxxxxxxx 00000 ("PFPC"), Centura Funds, Inc., a Maryland corporation with
offices located at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000 (the "Corporation"),
and Centura Funds Distributor, Inc., a Delaware corporation with offices located
at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000 (the "Client").
WITNESSETH
WHEREAS, the Corporation is registered as an open-end investment
company under the Investment Company Act of 1940, as amended (the "1940 Act")
and has established certain series, which are identified on the attached
Schedule A, incorporated herein and which may be amended from time to time (the
"Funds"); and
WHEREAS, Client serves as the distributor of the shares of the Funds,
and in connection therewith receives from each Fund a 12b-1 fee that is based on
the assets of each Fund that are attributable to the Class A shares of each
Fund; and
WHEREAS, PFPC, a transfer agent registered under the Securities
Exchange Act of 1934, has developed a recordkeeping service link between
investment companies and benefit plan consultants (the "Recordkeepers") which
administer employee benefit plans, including plans qualified under Section
401(a) of the Internal Revenue Code (the "Plans"); and
WHEREAS, PFPC has entered into agreements with various Recordkeepers
relating to the recordkeeping and related services performed on behalf of such
Plans in connection with daily valuation and processing of orders for investment
and reinvestment of assets of the Plans in various investment options available
to the participants under such Plans (the "Participants"); and
WHEREAS, Client desires to retain PFPC to perform such services with
respect to shares of the Funds ("Shares") held by or on behalf of the
Participants as further described herein and PFPC is willing and able to furnish
such services on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, each party hereto severally agrees, as follows:
1. OBLIGATIONS OF PFPC. PFPC agrees to perform the services and
functions specified in Schedule B hereto (the "Services") for the benefit of the
shareholders of the Funds who maintain shares of any such Fund through Plans
administered by certain Recordkeepers. PFPC shall subcontract with Recordkeepers
to link the PFPC recordkeeping system with the Recordkeepers, in order for the
Recordkeepers to maintain Fund shares positions for each Participant.
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2. OBLIGATIONS OF CLIENT.
2.1 Client or its designee will furnish PFPC, for each Fund with (a)
confirmed net asset value information as of the close of trading
(currently 4:00 p.m. New York time) on the New York Stock Exchange (the
"Close of Trading") on each business day that the New York Stock
Exchange is open for business on which the Funds determine their per
share net asset values ("Business Day"); (b) information regarding
dividends and capital gains distributions by the Funds; and (c) in the
case of Funds with daily dividend accruals or declarations, the daily
accrual factor (mil rate). Client or its designee shall use best
efforts (within commercially reasonable limits) to provide such
information to PFPC by 6:30 p.m. Eastern Time.
2.2 Subject to the terms and conditions of this Agreement, shares of the
Funds will be made available to be purchased, exchanged or redeemed, by
or on behalf of the Plans through a single account per Plan per Fund
(the "Accounts") at the net asset value applicable to each order. The
Funds' shares shall be purchased and redeemed on a net basis in such
quantity and at such time as determined by PFPC to correspond with
investment instructions received by PFPC or its agents from the
Participants. Dividends and capital gains distributions will be
automatically reinvested in full and fractional shares of the Funds.
2.3 Client or its designee agrees to waive all minimum and maximum
investment requirements for those funds listed in Schedule A, as well
as all CDSC fees (except in the case of full plan liquidations).
Schedule A may from time to time be updated to include new funds or
reflect fund name changes upon written notice from Client to PFPC
without the need for a formal amendment to this Agreement so long as
PFPC does not object to such notification within a reasonable period of
time after its receipt. All Shares shall be available for purchase at
net asset value. In addition, the parties agree that in the event of a
conversion to Class A shares, such conversion would need to be
accomplished via a full liquidation and subsequent purchase and would
need to be coordinated through PFPC. Client further agrees that NAV and
accruals will be transmitted to PFPC via the NSCC Price Profile.
3. REPRESENTATIONS AND WARRANTIES.
3.1 Client and Corporation each represent and warrant as follows:
(a) Each is a duly organized, validly existing legal entity, in good
standing in the state of its incorporation. Each has all requisite
corporate power and authority to enter into this Agreement and to
perform its obligations hereunder. All requisite corporate action has
been taken by each to authorize the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby.
This Agreement constitutes the
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valid and legally binding obligation of the Corporation and the Client
that is enforceable against the Client and the Corporation in
accordance with its terms, except that (i) such enforcement may be
subject to any bankruptcy, insolvency, reorganization or other laws,
now or hereafter in effect, relating to creditor's rights generally;
and (ii) the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses and to
the discretion of the court before which any proceedings therefor may
be brought.
3.2 PFPC represents and warrants as follows:
(a) PFPC is a duly organized, validly existing legal entity, in good
standing in the state of its incorporation. PFPC has full corporate
power and authority to enter into this Agreement and to perform its
obligations hereunder. All requisite corporate action has been taken by
PFPC to authorize the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby. This Agreement
constitutes the valid and legally binding obligation of PFPC that is
enforceable against PFPC in accordance with its terms, except that (i)
such enforcement may be subject to any bankruptcy, insolvency,
reorganization or other laws, now or hereafter in effect, relating to
creditor's rights generally, and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before
which any proceedings therefor may be brought.
3.3 THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, PFPC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, TO CLIENT, THE CORPORATION OR ANY OTHER PERSON, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE
(IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF
ANY SERVICES PROVIDED UNDER THIS AGREEMENT. PFPC DISCLAIMS ANY WARRANTY
OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS
AGREEMENT.
4. PAYMENTS BY CLIENT.
4.1 In consideration for the performance by PFPC of the recordkeeping
services provided to Client hereunder, Client shall pay PFPC the fees
described in Schedule C, attached hereto and incorporated herein by
reference.
4.2 Client and the Corporation acknowledge that the fees that PFPC charges
Client under this Agreement reflect the allocation of risk among the
parties, including the disclaimer of warranties in Section 3.3 and the
exclusion of remedies in Section 9. Modifying the allocation of risk
from what is stated here would affect the fees that PFPC charges, and
in
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consideration of those fees, Client and the Corporation agree to the
stated allocation of risk.
5. TERMINATION. This Agreement may be terminated at any time by any party
hereto upon 90 days' written notice to the others. This Agreement shall not
require PFPC to preserve any records relating to this Agreement beyond the time
periods otherwise required by the laws to which PFPC is subject. Upon such
termination, PFPC will deliver to Client, all Client and Fund records or data
in the possession or control of PFPC that are requested by Client (with all
reasonable and documented costs of such transfer and delivery borne solely by
Client).
6. CONFIDENTIALITY.
6.1 The parties agree that the proprietary information of the others and
the contents of this Agreement ("Confidential Information") are
confidential information of each other and their respective licensors.
Each party shall exercise at least the same degree of care, but not
less than reasonable care, to safeguard the confidentiality of
Confidential Information as it would to protect its own confidential
information of similar nature. Each party may use Confidential
Information only to exercise its rights under this Agreement. No party
shall duplicate, sell or disclose to others Confidential Information,
in whole or in part, without the prior written permission of the
others. Each party may, however, disclose Confidential Information to
its employees who have a need to know the Confidential Information to
perform work under this Agreement, provided that each party uses
reasonable efforts to ensure that Confidential Information is not
duplicated or disclosed by its employees in breach of this Agreement.
The parties may also disclose Confidential Information to independent
contractors, auditors, and professional advisors, provided they first
agree in writing to be bound by the confidentiality obligations of this
Section 6.1. In no event shall any party disclose Confidential
Information to any competitor of another party without specific, prior
written consent from an officer of such other party.
6.2 The foregoing obligations of confidentiality shall not apply to
information or materials that are (a) in the public domain; (b) known
to the receiving party prior to the time of disclosure by the
disclosing party; (c) disclosed to the receiving party by a third party
on a non-confidential basis; (d) developed by the receiving party
without reference to information provided to the receiving party by the
disclosing party and designated as confidential; or (e) required to be
disclosed by law.
6.3 The parties acknowledge that breach of restrictions on use, copying,
dissemination or disclosure of any Confidential Information would
result in immediate and irreparable harm, and money damages would be
inadequate compensation for that harm. The parties shall each be
entitled to equitable relief, in addition to all other available
remedies, to redress such breach.
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7. INDEMNIFICATION.
7.1 Each party (the "Indemnifying Party") shall defend, at its expense, any
suit, action, or proceeding ("Suit") brought by a third party against
the other or its officers, directors, and employees (the "Indemnified
Party") to the extent that such Suit arises out of or is based on a
claim that the Indemnifying Party breached an obligation under this
Agreement or acted with negligence or willful misconduct in the
performance of its obligations under this Agreement. The Indemnifying
Party shall indemnify and hold harmless the Indemnified Party from and
against any losses, damages, liabilities and expenses (including
reasonable attorneys' fees) which are awarded in a final order not
subject to appeal and which are directly attributable to such Suit,
provided that the Indemnified Party performs the obligations set forth
below. In all cases, the Indemnifying Party's obligation to defend and
indemnify hereunder is subject to the limitations set forth in Section
9 - Consequential Damages. In no event shall any third party be
considered a third party beneficiary of this Agreement.
7.2 In the event a Suit by a third party for which indemnification may be
available under this Agreement is made or filed against the Indemnified
Party, Indemnified Party will promptly notify the Indemnifying Party of
same in writing. Within thirty (30) days after notice, or a shorter
period if required to avoid prejudice in the Suit, the Indemnifying
Party may elect to defend, compromise or settle the Suit at its
expense. In any Suit that the Indemnifying Party has elected to defend,
compromise or settle, the Indemnifying Party shall not after the
election be responsible for the expenses, including counsel fees, of
the Indemnified Party, but the Indemnified Party may participate
therein and retain counsel at its own expense. In any third party Suit,
the defense of which the Indemnifying Party has assumed, the
Indemnified Party will not consent to the entry of any judgment or
enter into any settlement with respect to the matter without the
consent of the Indemnifying Party, and the Indemnifying Party will not
consent to the entry of any judgment or enter into any settlement
affecting the Indemnified Party, without the prior consent of the
Indemnified Party, which consent shall not be unreasonably withheld.
The Indemnified Party shall provide the Indemnifying Party with all
information, assistance, and authority reasonably requested in order to
evaluate any third party Suit and affect its defense, compromise or
settlement.
8. MITIGATION OF DAMAGES. Each party shall have the duty to mitigate damages
for which another party may become responsible.
9. CONSEQUENTIAL DAMAGES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, IN NO EVENT SHALL ANY PARTY, ITS AFFILIATES OR ANY OF THEIR DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF
TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST
PROFITS, SPECIAL, INDIRECT OR
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CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE
PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY OR ANY ENTITY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
10. COMPLIANCE WITH LAW. Each party will comply in all material respects with
all applicable laws, rules and regulations in the performance of its
obligations under this Agreement.
11. FUND SHAREHOLDERS. PFPC understands and agrees that the obligations of the
Corporation or the Client under this Agreement are not binding upon any
shareholder of the Funds personally, but bind only the Corporation and the
Client.
12. NOTICES. All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been given at the time when hand
delivered, or five days after mailed by registered or certified mail, postage
prepaid, and addressed to the parties as follows:
IF TO CORPORATION: Centura Funds, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Attn: General Counsel
IF TO CLIENT: Centura Funds Distributor, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Attn.: General Counsel
IF TO PFPC: PFPC Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Executive Vice President
- Retirement Services
with a copy to:
General Counsel (same address)
Any party may change its address for receiving notice by written notice given
to the others named above, in the manner referred to in this Section 12.
13. CHOICE OF LAW AND VENUE. The laws of the State of Delaware, excluding the
rules on conflicts of laws, shall govern the interpretation, validity, and
enforcement of this Agreement.
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14. THIRD PARTIES. Nothing herein expressed or implied is intended or shall be
construed to confer upon or give to any person or entity other than the parties
hereto and their respective successors or assigns, any rights or remedies under
or by reason of this Agreement.
15. WAIVER. The waiver by any party of any breach of any term, provision,
covenant or condition contained in this Agreement shall not be deemed to be a
waiver of any subsequent breach of the same, or a waiver of any other term,
provision, covenant or condition contained in this Agreement. Subsequent
acceptance by any party of any past due payment shall not be deemed to be a
waiver of any preceding breach by another party of any term, provision, covenant
or condition of this Agreement, other than the failure of the other party to
make the particular payment so accepted, regardless of whether or not the party
had knowledge of such preceding breach at the time of acceptance of such
payment. No term, provision, covenant or condition of this Agreement shall be
deemed to have been waived by any party, unless such waiver shall be in writing
and executed by a duly authorized representative of such party.
16. REMEDIES CUMULATIVE. Except as specifically provided in this Agreement, all
rights and remedies enumerated in this Agreement shall be cumulative, may be
exercised and enforced concurrently, and shall not exclude any other right or
remedy allowed by law or equity.
17. FORCE MAJEURE. No party shall be liable for any default or delay in the
performance of its obligations under this Agreement if and to the extent such
default or delay is caused, directly or indirectly, by (a) fire, flood, elements
of nature or other acts of God; (b) any outbreak or escalation of hostilities,
war, riots or civil disorders in any country; (c) any act or omission of another
party or any governmental authority; (d) any labor disputes (whether or not the
employees' demands are reasonable or within the party's power to satisfy); or
(e) equipment or transmission failure or other causes beyond such party's
reasonable control. In any such event, the non-performing party shall be excused
from any further performance and observance of the obligations so affected as
long as such circumstances prevail and such party continues to use commercially
reasonable efforts to recommence performance or observance as soon as
practicable.
18. SURVIVAL. The terms, provisions, covenants and conditions contained in this
Agreement which by their terms require their performance by PFPC, the
Corporation or the Client after the expiration or other termination of this
Agreement, including but not limited to the limitations on liability, exclusion
of damages, indemnification (if any related rights survive the term) and
confidentiality obligations, shall be and remain enforceable notwithstanding
such expiration or other termination of this Agreement for any reason
whatsoever.
19. PUBLICITY. Neither PFPC, the Corporation nor Client shall release or
publish news releases, public announcements, advertising or other publicity
relating to this Agreement or to the transactions contemplated by it without
the prior review and written approval of the other parties; provided,
however, that any party may make such disclosures as are required by legal,
accounting or regulatory requirements after making reasonable efforts in the
circumstances to
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consult in advance with the other parties; and provided further that PFPC may
include the names of the Funds, the Corporation and/or Client in its list of
available DCXchange investments as part of its marketing materials and other
presentations to existing and prospective clients.
20. AMENDMENT. No amendment of any provision of this Agreement shall in any
event be effective unless the same shall be in writing and signed by all
parties hereto.
21. ASSIGNMENT. Except as otherwise provided in this Agreement, the rights and
obligations of each party are personal and not assignable, either voluntarily or
by operation of law, without the prior written consent of the other parties (not
to be unreasonably withheld). The transfer of control of any party or of a
majority of the outstanding capital stock of any party, the sale of
substantially all of the assets of any party, or the merger of any party with
another entity shall each constitute an assignment for the purposes of this
Section 21. Any assignment in violation of this Section 21 shall be null and
void. All provisions contained in this Agreement shall extend to and be binding
upon the parties hereto or their respective successors and permitted assigns.
22. COUNTERPARTS. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.
23. ENTIRE AGREEMENT AND SEVERABILITY. This Agreement, including Schedules,
Addenda, and Exhibits hereto, constitutes the entire Agreement among the parties
with respect to the subject matter hereof and supersedes all prior and
contemporaneous proposals, agreements, contracts, representations, and
understandings, whether written or oral, between the parties with respect to the
subject matter hereof. If any provision of this Agreement is held to be illegal,
unenforceable, or invalid for any reason, the remaining provisions shall not be
affected or impaired thereby. In such case, the parties shall in good faith
modify or substitute such provision consistent with the original intent of the
parties. Without limiting the generality of the foregoing, if a court of
competent jurisdiction determines that any remedy stated in this Agreement has
failed of its essential purpose, then all other provisions of this Agreement,
including the limitations on liability and exclusions of damages shall remain
fully effective.
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IN WITNESS WHEREOF, each party has caused this Agreement to be executed
by its duly authorized representative on the date first stated above.
PFPC INC.
By: _______________________________
Title: _______________________________
CENTURA FUNDS, INC.
By: _______________________________
Title: _______________________________
CENTURA FUNDS DISTRIBUTOR, INC.
By: _______________________________
Title: _______________________________
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SCHEDULE A
LIST OF FUNDS
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SCHEDULE B
SHAREHOLDER SERVICES
With respect to the Participants, PFPC or its agents shall be
responsible for: acting as service agent in connection with dividend and
distribution functions; and performing shareholder account and administrative
agent functions in connection with the issuance, transfer, and redemption or
repurchase of Fund shares. PFPC shall create and maintain all records required
of it pursuant to its duties hereunder and as set forth herein pursuant to
applicable laws, rules and regulations, including records required by Section
31(a) of the 1940 Act. Where applicable, such records shall be maintained for
the periods and in the places required by Rule 31a-2 under the 1940 Act.
Upon reasonable notice by the Client, PFPC shall make available during
regular business hours such of its facilities and premises employed in
connection with the performance of its duties under this Agreement for
reasonable visitation by the Client, or any person retained by the Client as may
be necessary to evaluate the quality of the services performed pursuant hereto.
In addition to the duties set forth herein, PFPC or its agents shall
perform such other duties and functions, and shall be paid such amounts
therefor, as may from time to time be agreed upon in writing among the parties.
The compensation for such other duties and functions shall be reflected in a
written amendment to Schedule C and the duties and functions shall be reflected
in an amendment to this Schedule B hereto, both dated and signed by authorized
persons of the parties hereto.
Pursuant to the Agreement by and among the parties hereto, PFPC shall,
upon the effective date of this Agreement, perform or cause to be performed, the
following services, as well as telephonic and personal shareholder services
relating to the following services:
1. Transmit to Client the account opening, purchase and redemption
order placements, registration instructions, settlement instructions, trade
corrections, account transfer instructions, as well as facilitate money
settlement as are reasonably necessary for Client to establish and maintain a
Fund account for each participating Plan. Collect and remit to Client payments
for all purchase orders placed on behalf of individual Participants for the Plan
level account maintained by Client. Such activities shall be performed as
follows:
(a) On each day the New York Stock Exchange (the "Exchange") is open
for business (each, a "Business Day"), PFPC or its agents may receive
trade instructions from the Plan and/or Participants for the purchase
or redemption of shares of the Funds ("Trade Instructions"). Trade
instructions received in good order and accepted by PFPC or its agents
prior to the close of regular trading on the Exchange (the "Close of
Trading") on any given Business Day and transmitted to the Fund by 5:00
a.m. Eastern time on the
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following calendar day will be executed by the Fund at the net asset
value determined as of the Close of Trading on such Business Day. Any
Trade Instructions received by PFPC, or its agents, on such day but
after the Close of Trading will be executed by the Fund at the net
asset value determined as of the Close of Trading on the next Business
Day following the day of receipt of such Trade Instructions. The day
on which a Trade Instruction is executed by the Fund pursuant to the
provisions set forth above is referred to herein as the "Effective
Trade Date".
(b) Upon the timely receipt from PFPC of the Trade Instructions
described in Section 1(a) above, the Fund will execute the purchase or
redemption transactions (as the case may be) with respect to each Plan
at the net asset value computed as at the Close of Trading on the
Effective Trade Date. Such purchase and redemption transactions will
settle on the Business Day next following the Effective Trade Date.
Payments for net purchase and net redemption orders shall be made by
wire transfer by PFPC or the Plan's Trust (for net purchases) or by the
Fund (for net redemptions) to the account designated by the appropriate
receiving party on the Business Day following the Effective Trade Date.
On any Business Day when the Federal Reserve Wire Transfer System is
closed, all communication and processing rules will be suspended for
the settlement of Trade Instructions. Trade Instructions will be
settled on the next Business Day on which the Federal Reserve Wire
Transfer System is open and the Effective Trade Date will apply.
(c) In the event that PFPC is in receipt of Trade Instructions in good
order and is unable to transmit the Trade Instructions to the Fund by
5:00 a.m. Eastern time on the day following the Effective Trade Date,
the Fund will accept the trades after 5:00 a.m. Eastern time and before
10:00 a.m. on such day. PFPC will furnish the Fund with an estimate of
the net purchase or net redemption activity no later than 10:00 a.m.
Eastern time on the day following the "Effective Trade Date". Payments
for net purchase and net redemption trades shall be made by wire
transfer on the day following the "Effective Trade Date".
2. Maintain separate records for each Participant which has an interest in
a Plan account maintained pursuant to the services with the Funds, which records
shall reflect shares purchased and redeemed, as well as account and share
balances. Process Participant transactions with respect to Plan accounts
maintained by Client in the accounts in the name of the Plan or its nominee as
the record owner of the shares.
3. Working with the Plan Administrator, PFPC shall cause the following
material to be prepared and mailed to Participants:
a. Periodic account statements which show the total number of Fund
shares owned by the Participant in that account as of the closing
date, as well as purchases, redemptions, dividends, and distributions
in the account during the period covered by the statement;
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b. 1099R Documentation required by applicable Internal Revenue Service
rules and regulations; and,
c. Proxy materials, current prospectuses and statements of additional
information and any supplements or amendments thereto, Annual Reports
and other periodic reports and other distributions to Fund
shareholders required by law or regulation of the Funds, as are
provided by the Fund.
4. PFPC shall reconcile share positions with respect to each Fund for each
Plan as reflected on its records to those reflected on statements from the Fund
and shall, on request, certify that each Plan's share positions with respect to
each Fund reported by the Fund reconcile with PFPC's share positions for that
Plan and for the total of all Participants in that Plan with respect to each
Fund. In order to perform the reconciliation, PFPC or its agent shall request
from the Fund daily confirmation of all trade activity and share positions for
all accounts two times per month and on any day after activity has been posted
to the account.
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SCHEDULE C
FEES
Upon execution of this Agreement, Client shall pay PFPC annualized fees of
25 basis points with respect to each Plan Participant account that is invested
in Class A shares of the Funds that is open during any monthly period. These
fees shall be billed by PFPC monthly in arrears on a prorated basis of 1/12 of
the annualized fee for all accounts that are open during such month.
There shall be no fee payable under this Agreement with respect to Plan
Participant accounts that are invested in Class C shares of the Funds.
The Client shall reimburse PFPC monthly for such other miscellaneous
expenses reasonably incurred by PFPC in performing its duties and
responsibilities under this Agreement, as pre-approved by the Client. The Client
and the Corporation agree that any volume discounts achieved by PFPC on behalf
of its clients shall be retained by PFPC, unless otherwise agreed to by the
parties hereto.
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SCHEDULE A
LIST OF FUNDS
Centura Small Cap Equity
Centura Mid Cap Equity
Centura Large Cap Equity
Centura Quality Income
Centura Government
