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Exhibit 99(h)(2)(ii)
AMENDMENT TO
TRANSFER AGENCY AGREEMENT
This Amendment is made as of January 1, 1999, between Centura Funds, Inc.,
(the "Company"), BISYS Fund Services, Inc. ("BFS") and BISYS Fund Services Ohio,
Inc. (the "New Transfer Agent"). The parties hereby amend the Transfer Agency
Agreement (the "Agreement") between the Company and BFS, dated as of October 1,
1996, as set forth below.
WHEREAS, the parties hereto wish to substitute the New Transfer Agent for
BFS as the transfer agent under the Agreement;
WHEREAS, the parties hereto wish to modify Section 5 of the Agreement,
entitled "Term"; and
WHEREAS, the parties wish to modify the fee schedule set forth in Schedule
B to the Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual premises
and covenants herein set forth, the parties agree as follows:
1. Capitalized terms not otherwise defined herein shall have the same
meaning as in the Agreement.
2. The New Transfer Agent shall replace BFS as the transfer agent under
the Agreement.
3. Section 5 of the Agreement shall be amended by replacing the first
sentence of the Section with the following:
The initial term of this Agreement (the "Initial Term") shall be
for a period commencing on January 1, 1999, and ending on January
1, 2004.
4. Section 5 of the Agreement shall be further amended by replacing the
third paragraph of the Section with the following:
If, for any reason other than nonrenewal, a Change of Control (as
such term is defined in this Section 5), mutual agreement of the
parties or a material breach of this Agreement, BISYS is replaced
as transfer agent, or if a third party is added to perform all or
a part of the services provided by BISYS under this Agreement
(excluding any sub-transfer agent appointed by BISYS as provided
in Section 1 hereof), then the Company shall make a one-time cash
payment,
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calculated in the manner set forth below, in consideration of the
fee structure and services to be provided under this Agreement,
and not as a penalty, to BISYS in accordance with the following
schedule: (i) during years one and two of the Initial Term, the
payment shall be based on BISYS' total fee for a one-year period,
(ii) during year three of the Initial Term, the payment shall be
based upon 75% of BISYS' total fee for a one-year period, (iii)
during year four of the Initial Term, the payment shall be based
upon 50% of BISYS' total fee for a one-year period, and (iv)
during year five of the Initial Term, no payment shall be
required to be made. For purposes of calculation of the payment
described herein, such fees shall be calculated in accordance
with Schedule B hereto and shall be based upon the average amount
of the Company's assets for the twelve months prior to the date
BISYS is replaced or a third party is added.
In the event the Company is merged into another legal entity in
part or in whole pursuant to any form of business reorganization
or is liquidated in part or in whole prior to the expiration of
the then-current term of this Agreement, the parties acknowledge
and agree that the liquidated damages provision set forth above
shall be applicable in those instances in which BISYS is not
retained to provide transfer agency services consistent with this
Agreement. The one-time cash payment referenced above shall be
due and payable on the day prior to the first day in which BISYS
is replaced or a third party is added.
5. Section 5 of the Agreement shall be further amended by inserting the
following paragraph at the end of such section:
In the event of a change of control (as such term is defined in
the 0000 Xxx) of BISYS (a "Change of Control"), BISYS shall
promptly notify the Company of such Change of Control. Upon
receipt of notice of a Change of Control, the Company shall have
the option of terminating this Agreement, without penalty, by
providing written notice of termination within 120 days following
such receipt. In the event the Company exercises such option to
terminate, this Agreement shall terminate on the 120th day after
written notice of termination is provided to BISYS. In the event
the Company does not exercise such option to terminate within the
120-day period referenced above, this Agreement shall continue in
full force and effect in accordance with its terms.
6. Schedule B to the Agreement shall be amended by replacing the first
sentence with the following:
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Effective as of January 1, 1999, BISYS shall receive an account
maintenance fee of $15.00 per year for each account which is in
existence at any time during the month for which payment is made,
such fee to be paid in equal monthly installments, plus
out-of-pocket expenses; provided, that the minimum annual fee to
be paid by each Fund is $10,000.00.
7. This Amendment may be executed in one or more counterparts, each of
which will be deemed an original, but all of which together shall
constitute one and the same instrument.
8. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
CENTURA FUNDS, INC.
By:
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Title:
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BISYS FUND SERVICES, INC.
By:
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Title:
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BISYS FUND SERVICES OHIO, INC.
By:
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Title:
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