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Exhibit 99(h)(1)(ii)
AMENDMENT TO
ADMINISTRATION AGREEMENT
This Amendment is made as of January 1, 1999, between Centura Funds, Inc.
(the "Company"), BISYS Fund Services Limited Partnership d/b/a BISYS Fund
Services ("BFSLP") and BISYS Fund Services Ohio, Inc. (the "New Administrator").
The parties hereby amend the Administration Agreement (the "Agreement") between
the Company and BFSLP, dated as of October 1, 1996, as set forth below.
WHEREAS, the parties hereto wish to substitute the New Administrator for
BFSLP as the administrator under the Agreement;
WHEREAS, the parties hereto wish to modify the portion of Schedule A to the
Agreement entitled "Portfolios";
WHEREAS, the parties hereto wish to modify the portion of Schedule A to the
Agreement entitled "Fees"; and
WHEREAS, the parties hereto wish to modify the portion of Schedule A to the
Agreement entitled "Term."
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 Administrator shall replace BFSLP as the administrator under
the Agreement.
3. Schedule A to the Agreement shall be amended by replacing the second
sentence of the section entitled "Portfolios" with the following:
The current Portfolios of the Company are set forth below:
Centura Mid Cap Equity Fund;
Centura Large Cap Equity Fund;
Centura Southeast Equity Fund;
Centura Federal Securities Income Fund;
Centura North Carolina Tax-Free Bond Fund; and
Centura Money Market Fund.
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4. Schedule A to the Agreement shall be further amended by replacing the
fee schedule following the first paragraph of the section entitled
"Fees" with the following:
Fifteen one-hundredths of one percent (.15%) of each Portfolio's
average daily net assets
5. Schedule A to the Agreement shall be further amended by replacing the
first sentence of the first paragraph of the section entitled "Term"
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.
6. Schedule A to the Agreement shall be further amended by replacing the
third paragraph of the Section entitled "Term" with the following:
If, for any reason other than nonrenewal, a Change of Control (as
such term is defined in this Schedule A), mutual agreement of the
parties or a material breach of this Agreement, the Administrator
is replaced as administrator, or if a third party is added to
perform all or a part of the services provided by the
Administrator under this Agreement (excluding any
sub-administrator appointed by the Administrator as provided in
Article 7 hereof), then the Company shall make a one-time cash
payment, 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 the Administrator
in accordance with the following schedule: (i) during years one
and two of the Initial Term, the payment shall be based on the
Administrator's total fee for a one-year period, (ii) during year
three of the Initial Term, the payment shall be based upon 75% of
the Administrator's total fee for a one-year period, (iii) during
year four of the Initial Term, the payment shall be based upon
50% of the Administrator's 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 the Section entitled "Fees" and shall be based upon the
average amount of the Company's assets for the twelve months
prior to the date the Administrator 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
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that the liquidated damages provision set forth above shall be
applicable in those instances in which the Administrator is not
retained to provide administration 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 the
Administrator is replaced or a third party is added.
7. Schedule A to the Agreement shall be further amended by inserting the
following paragraph at the end of the section entitled "Term":
In the event of a change of control (as such term is defined in
the 1940 Act) of the Administrator (a "Change of Control"), the
Administrator 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 the Administrator. 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.
8. 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.
9. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect.
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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
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
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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