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Exhibit 99(h)(4)(ii)
AMENDMENT TO
FUND ACCOUNTING 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 Fund Accountant"). The parties hereby amend the Fund Accounting
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 Fund Accountant for
BFS as the fund accountant under the Agreement;
WHEREAS, the parties hereto wish to modify Section 6 of the Agreement
entitled "Term"; and
WHEREAS, the parties hereto wish to modify Schedule A to the Agreement
entitled "Fees".
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 Fund Accountant shall replace BFS as the fund accountant under
the Agreement.
3. Section 6 of the Agreement shall be amended by replacing the first
sentence of such 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 6 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 6), mutual agreement of the
parties or a material breach of this Agreement, Fund Accountant
is replaced as fund accountant, or if a third party is added to
perform all or a part of the services provided by Fund Accountant
under this Agreement (excluding any sub-
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fund accountant appointed by Fund Accountant as provided in
Section 2 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 Fund Accountant in
accordance with the following schedule: (i) during years one and
two of the Initial Term, the payment shall be based on Fund
Accountant's total fee for a one-year period, (ii) during year
three of the Initial Term, the payment shall be based upon 75% of
Fund Accountant's total fee for a one-year period, (iii) during
year four of the Initial Term, the payment shall be based upon
50% of Fund Accountant'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 Fund Accountant 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 Fund Accountant
is not retained to provide fund accounting 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 Fund Accountant is replaced or a third party is added.
5. Section 6 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 1940 Act) of Fund Accountant (a "Change of Control"), Fund
Accountant 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
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Agreement shall terminate on the 120th day after written notice
of termination is provided to Fund Accountant. In the event the
Company does not exercise such option to terminate within the
120-day period reference above, this Agreement shall continue in
full force and effect in accordance with its terms.
6. Schedule A to the Agreement shall be amended by replacing it with the
following:
Effective as of January 1, 1999, Fund Accountant shall be
entitled to receive a fee from each Fund in accordance with the
following schedule:
Three one-hundredths of one percent (.03%) of each Fund's average
daily net assets subject to a $30,000 per Fund annual minimum
plus out-of-pocket expenses as described in Section 4.
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.
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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, 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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