CENTURION FUNDS, INC
                      On behalf of the
                 Centurion U.S. Contra Fund
              INVESTMENT SUB-ADVISORY AGREEMENT


December 6, 2001

Credit Suisse Asset Management, LLC.
466 Lexington Avenue
New York, New York 10017
Dear Sirs:
          Under  an  investment  management  agreement  (the
Management  Agreement)  between  Centurion  Funds,  Inc.,  a
Maryland corporation (the Fund), and Centurion Trust Company
(the  Manager), the Manager serves as investment manager  to
the Centurion U.S. Contra Fund (the Portfolio), a series  of
the  Fund.   The Manager hereby confirms its agreement  with
Credit Suisse Asset Management, LLC. (the Sub-adviser)  with
respect  to the Sub-adviser's serving as an investment  sub-
adviser to the Portfolio, as follows:

Section 1.     Investment Description; Appointment

          (a)   The  Fund desires to employ the  Portfolio's
capital by investing and reinvesting in investments  of  the
kind  and  in  accordance  with the  investment  objectives,
policies and limitations specified in the Fund's Articles of
Incorporation dated August 20, 1998, as amended from time to
time (the Articles), in the prospectus (the Prospectus)  and
in the statement of additional information (the Statement of
Additional  Information)  filed  with  the  Securities   and
Exchange  Commission  (the  SEC)  as  part  of  the   Fund's
Registration Statement on Form N-1A, as amended from time to
time (the Registration Statement), and in such manner and to
such  extent  as  may from time to time be approved  by  the
Fund's  Board  of Directors.  Copies of the Prospectus,  the
Statement  of  Additional Information and the Articles  have
been or will be submitted to the Sub-adviser.

          (b)   The Manager, with the approval of the  Fund,
hereby appoints the Sub-adviser to act as an investment sub-
adviser  to the Portfolio for the periods and on  the  terms
set  forth in this Agreement.  The Sub-adviser accepts  such
appointment  and  agrees to furnish the services  set  forth
below for the compensation herein provided.

Section 2.     Services as Sub-adviser

          (a)    Subject  to  the  supervision  and  written
direction  of the Manager, the Sub-adviser will  manage  the
Portfolio's  assets  (Assets) in accordance  with:  (1)  the
Articles, (2) the Investment Company Act of 1940, as amended
(the  Act), the Investment Advisers Act of 1940, as  amended
(the  Advisers  Act), all applicable rules  and  regulations
thereunder  and  all other applicable laws and  regulations,
(3)  the  Portfolio's investment objective and  policies  as
stated   in  the  Prospectus  and  Statement  of  Additional
Information,  and  (4)  investment  parameters  provided  in
writing  by  the  Manager from time to time  and  procedures
adopted  by  the Fund's Directors.  In connection therewith,
the Sub-adviser will:

          (i)   provide a continuous investment program  for
     the   Assets,   including   investment   research   and
     determining  whether  to  purchase,  retain   or   sell
     securities  and  other investments  on  behalf  of  the
     Portfolio.   The  Sub-adviser is hereby  authorized  to
     execute,  or  place  orders for the execution  of,  all
     transactions on behalf of the Portfolio;
          (ii)  assist the Fund's custodians and  accounting
     agent in determining or confirming, consistent with the
     procedures  and  policies stated in the Prospectus  and
     Statement of Additional Information, the value  of  any
     portfolio   securities   or  other   portfolio   assets
     represented  in the Portfolio for which the  custodians
     and  accounting agent seek assistance from or  identify
     for review by the Sub-adviser;
          (iii)      monitor  the execution of  transactions
     and  the  settlement and clearance of  the  Portfolio's
     securities transactions;
          (iv)  exercise  voting rights in  respect  of  the
     Portfolio's portfolio securities; and
          (v)  provide  reports to the Fund's Directors  for
               consideration at quarterly meetings of the Board on the
               investment program for the Portfolio and the issuers and
               securities represented in the Portfolio, and furnish the
               Manager and the Fund's Directors with such periodic and
               special reports as the Fund or the Manager may reasonably
               request.

          (b)   In  connection with the performance  of  the
services  of the Sub-adviser provided for herein,  the  Sub-
adviser  may contract at its own expense with third  parties
for the acquisition of research, clerical services and other
administrative services that would not require such  parties
to  be  required to register as an investment adviser  under
the Advisers Act; provided that the Sub-adviser shall remain
responsible  and liable for the performance  of  its  duties
hereunder.

Section 3.     Execution of Transactions

          (a)   The  Sub-adviser agrees that it will execute
transactions  for  the  Portfolio only  through  brokers  or
dealers  appearing on a list of brokers and dealers approved
by  the  Manager.   The Sub-adviser may  place  orders  with
respect to the Portfolio with Mutual Management Corp. or its
affiliates   in  accordance  with  Section  11(a)   of   the
Securities   Exchange  Act  of  1934  and   Rule   11a2-2(T)
thereunder,  Section  17(e)  of  the  Act  and  Rule   17e-1
thereunder and other applicable laws and regulations.

          (b)   In executing transactions for the Portfolio,
selecting  brokers or dealers and negotiating any  brokerage
commission rates, the Sub-adviser will use its best  efforts
to  seek the best overall terms available.  In assessing the
best  overall terms available for any portfolio transaction,
the  Sub-adviser will consider all factors it deems relevant
including, but not limited to, the breadth of the market  in
the  security,  the  price  of the security,  the  financial
condition  and execution capability of the broker or  dealer
and  the  reasonableness of any commission for the  specific
transaction and for transactions executed through the broker
or dealer in the aggregate.

          (c)  In selecting brokers or dealers to execute  a
particular  transaction and in evaluating the  best  overall
terms  available, to the extent that the execution and price
offered by more than one broker or dealer are comparable the
Sub-adviser may consider any brokerage and research services
(as  those  terms  are  defined  in  Section  28(e)  of  the
Securities Exchange Act of 1934) provided to the Sub-adviser
or  to the Manager for use on behalf of the Portfolio and/or
other accounts over which the Sub-adviser or Manager, or  an
affiliate of either, exercise investment discretion.

          (d)   The  Sub-adviser will not effect orders  for
the  purchase  or  sale  of  securities  on  behalf  of  the
Portfolio through brokers or dealers as agents.

          (e)   In connection with the purchase and sale  of
securities  for the Portfolio, the Sub-adviser will  provide
such  information as may be reasonably necessary  to  enable
the  Fund's  custodians and administrator to  perform  their
administrative   and  recordkeeping  responsibilities   with
respect to the Portfolio.

Section 4.     Information Provided to the Manager and the
          Fund;
          Certain Representations of the Sub-adviser

          (a)   The  Sub-adviser agrees that  it  will  make
available  to the Manager and the Fund promptly  upon  their
request  copies of all of its investment records and ledgers
with  respect to the Portfolio, including without limitation
records  relating to trading by employees of the Sub-adviser
for  their  own accounts and on behalf of other clients,  to
assist  the  Manager  and the Fund in monitoring  compliance
with  the  Act  and  the  Advisers Act,  as  well  as  other
applicable laws and guidelines.  The Sub-adviser  agrees  to
cooperate with the Fund and the Manager and their respective
representatives  in  connection  with  any  such  monitoring
efforts.  The Sub-adviser will furnish the Fund's  Directors
with  respect  to  the Portfolio such periodic  and  special
reports  as  the  Manager and the Directors  may  reasonably
request.

          (b)    The   Sub-adviser  agrees  that   it   will
immediately  notify the Manager and the  Fund:  (i)  in  the
event  that the Sub-adviser or any of its affiliates becomes
subject  to  a statutory disqualification that prevents  the
Sub-adviser   from  serving  as  an  investment  sub-adviser
pursuant to this Agreement, or becomes or expects to  become
the  subject  of an administrative proceeding or enforcement
action by the SEC or other regulatory authority; (ii)  of  a
change  in  the  Sub-adviser, financial or  otherwise,  that
adversely affects its ability to perform services under this
Agreement; (iii) of any reorganization or change in the Sub-
adviser,  including  any  change in  its  ownership  or  key
employees;  or  (iv)  upon having  a  reasonable  basis  for
believing  that,  as a result of the Sub-adviser's  managing
the  Assets, the Portfolio's investment portfolio has ceased
to adhere to the Portfolio's investment objectives, policies
and restrictions as stated in the Prospectus or Statement of
Additional  Information  or  is otherwise  in  violation  of
applicable law.

          (c)   The Sub-adviser has provided the information
about itself set forth in the Registration Statement and has
reviewed  the  description  of its  operations,  duties  and
responsibilities  as  stated therein and  acknowledges  that
they   are   true  and  correct  and  contain  no   material
misstatement  or omission; and it further agrees  to  notify
the  Manager  and the Fund immediately of any material  fact
known to the Sub-adviser respecting or relating to the  Sub-
adviser that is not contained in the Prospectus or Statement
of  Additional  Information, or any amendment or  supplement
thereto,  or  any statement contained therein  that  becomes
untrue in any material respect.

          (d)   The Sub-adviser represents and warrants that
it  is  an  investment adviser registered under the Advisers
Act and other applicable laws and has obtained all necessary
licenses  and  approvals in order to  perform  the  services
provided in this Agreement. The Sub-adviser has supplied the
Manager  and  the  Fund  copies of its  Form  ADV  with  all
exhibits and attachments thereto and will hereinafter supply
the Manager and the Fund, promptly upon preparation thereof,
copies  of  all amendments or restatements of such document.
The  Sub-adviser  further  represents  that  the  statements
contained in its Form ADV, as of the date hereof,  are  true
and  correct  and  do not omit to state  any  material  fact
required to be stated therein or necessary in order to  make
the  statement  therein  not  misleading.   The  Sub-adviser
agrees  to  maintain the completeness and  accuracy  of  its
registration  on  Form  ADV  in accordance  with  all  legal
requirements  relating  to that Form  and  to  maintain  all
necessary  registrations, licenses and approvals  in  effect
during   the   term  of  this  Agreement.   The  Sub-adviser
acknowledges  that  it  is an "investment  adviser"  to  the
Portfolio  within  the meaning of the Act and  the  Advisers
Act.

          (e)    The  Sub-adviser  represents  that  it  has
adopted a written Code of Ethics in compliance with Rule 17j-
1  under  the  Act  and  will  provide  the  Fund  with  any
amendments to such Code.

Section 5.     Books and Records

          (a)   In compliance with the requirements of  Rule
31a-3 under the Act, the Sub-adviser hereby agrees that  all
records  that it maintains for the Fund are the property  of
the  Fund  and further agrees to surrender promptly  to  the
Fund  copies  of  any such records upon the Fund's  request.
The  Sub-adviser further agrees to preserve for the  periods
prescribed by Rule 31a-2 under the Act the records  required
to be maintained by Rule 31a-1 under the Act and to preserve
the  records  required by Rule 204-2 under the Advisers  Act
for the period specified therein

          (b)   The Sub-adviser hereby agrees to furnish  to
regulatory  authorities having the requisite  authority  any
information or reports in connection with services that  the
Sub-adviser renders pursuant to this Agreement which may  be
requested  in  order to ascertain whether the operations  of
the  Portfolio  are  being conducted in a manner  consistent
with applicable laws and regulations.

Section 6.  Proprietary and Confidential Information

          (a)   The  Sub-adviser agrees on behalf of  itself
and its employees to treat confidentially and as proprietary
information  of  the Fund all records and other  information
relative to the Portfolio, the Manager and prior, present or
potential  shareholders of the Fund  and  not  to  use  such
records   and  information  for  any  purpose   other   than
performance  of  its responsibilities and  duties  hereunder
except  after prior notification to and approval in  writing
of  the  Fund,  which  approval shall  not  be  unreasonably
withheld  and may not be withheld where the Sub-adviser  may
be  exposed  to  civil or criminal contempt proceedings  for
failure  to  comply  or  when  requested  to  divulge   such
information by duly constituted authorities.

          (b)   The Sub-adviser represents and warrants that
neither it nor any affiliate will use the name of the  Fund,
the Portfolio, the Manager or any of their affiliates in any
prospectus, sales literature or other material in any manner
without  the  prior  written approval of  the  Fund  or  the
Manager, as applicable.

Section 7.     Compensation

          (a)    In   consideration  of  services   rendered
pursuant  to this Agreement, the Manager will pay  the  Sub-
adviser a fee that is computed daily and paid monthly at the
annual rate of 0.85% of the average daily net assets of  the
Portfolio (the Portfolio Advisory Fee).

          (b)   The  Portfolio Advisory Fee for  the  period
from the date of this Agreement becomes effective to the end
of  the  month during which this Agreement becomes effective
shall  be  prorated  according to the proportion  that  such
period   bears  to  the  full  monthly  period.   Upon   any
termination of this Agreement before the end of a month, the
fee  for such part of that month shall be prorated according
to the proportion that such period bears to the full monthly
period and shall be payable upon the date of termination  of
this Agreement.

          (c)   For  the purpose of determining fees payable
to  the Sub-adviser, the value of the Portfolio's net assets
shall be computed at the time and in the manner specified in
the   Prospectus   and/or   the  Statement   of   Additional
Information.

          (d)  The Sub-adviser shall have no right to obtain
compensation  directly from the Portfolio or  the  Fund  for
services provided hereunder and agrees to look solely to the
Manager for payment of fees due.

Section 8.     Costs and Expenses

          During the term of this Agreement, the Sub-adviser
will  pay  all  expenses incurred by it  and  its  staff  in
connection  with the performance of its services under  this
Agreement, including the payment of salaries of all officers
and employees who are employed by it and the Fund.

Section 9.     Standard of Care

          The  Sub-adviser shall exercise its best  judgment
in   rendering  the  services  provided  by  it  under  this
Agreement.   The  Sub-adviser shall not be  liable  for  any
error of judgment or mistake of law or for any loss suffered
by  the Manager or the Fund in connection with the matter to
which  this  Agreement relates, except that the  Sub-adviser
shall  be  liable  for a loss resulting  from  a  breach  of
fiduciary  duty  by  the Sub-adviser  with  respect  to  the
receipt  of compensation for services; provided that nothing
in  this Agreement shall be deemed to protect or purport  to
protect the Sub-adviser against any liability to the Manager
or  the Fund or to holders of the Fund's shares representing
interests  in  the Portfolio to which the Sub-adviser  would
otherwise  be subject by reason of willful misfeasance,  bad
faith or gross negligence on its part in the performance  of
its  duties  or  by  reason  of the  Sub-adviser's  reckless
disregard   of  its  obligations  and  duties   under   this
Agreement.

Section 10.    Services to Other Companies or Accounts

          (a)  It is understood that the services of the Sub-
adviser  are  not exclusive, and nothing in  this  Agreement
shall   prevent  the  Sub-adviser  from  providing   similar
services to other investment companies (whether or not their
investment objectives and policies are similar to  those  of
the   Portfolio)  or  from  engaging  in  other  activities,
provided  that those activities do not adversely affect  the
ability  of  the  Sub-adviser to perform its services  under
this Agreement.

          (b)   On occasions when the Sub-adviser deems  the
purchase or sale of a security to be in the best interest of
the  Portfolio  as  well  as  of other  investment  advisory
clients  of  the Sub-adviser, the Sub-adviser  may,  to  the
extent  permitted  by applicable laws and  regulations,  but
shall not be obligated to, aggregate the securities to be so
sold  or purchased with those of its other clients.  In such
event, allocation of the securities so purchased or sold, as
well  as  the expenses incurred in the transaction, will  be
made  by  the  Sub-adviser  in a manner  that  is  fair  and
equitable  in  the exercise of its fiduciary obligations  to
the  Portfolio  and to such other clients.  The  Sub-adviser
shall  provide  to the Manager and the Fund all  information
reasonably requested by the Manager and the Fund relating to
the  decisions made by the Sub-adviser regarding  allocation
of  securities  purchased or sold, as well as  the  expenses
incurred in a transaction, among the Portfolio and the  Sub-
adviser's other investment advisory clients.

          (c)   The  Fund  and  the Manager  understand  and
acknowledge that the persons employed by the Sub-adviser  to
assist in the performance of its duties under this Agreement
will  not  devote their full time to that service.   Nothing
contained  in  this  Agreement will be deemed  to  limit  or
restrict  the  right of the Sub-adviser or any affiliate  of
the  Sub-adviser to engage in and devote time and  attention
to  other businesses or to render services of whatever  kind
or  nature, provided that those activities do not  adversely
affect  the  ability  of  the  Sub-adviser  to  perform  its
services under this Agreement.

Section 11.    Duration and Termination

          (a)   This  Agreement  shall become  effective  on
December  6,  2001  or,  if a later date,  the  date  it  is
approved  by  shareholders  of  the  Portfolio,  and   shall
continue for two years from that date, and thereafter  shall
continue   automatically  for  successive  annual   periods,
provided such continuance is specifically approved at  least
annually by (i) the Fund's Board of Directors or (ii) a vote
of   a   majority  of  the  Portfolio's  outstanding  voting
securities  (as  defined  in the  Act),  provided  that  the
continuance is also approved by a majority of the  Directors
who  are  not interested persons (as defined in the Act)  of
any  party  to this Agreement, by vote cast in person  at  a
meeting called for the purpose of voting on such approval.

          (b)  Notwithstanding the foregoing, this Agreement
may be terminated, without penalty (i) by the Manager at any
time,  upon  sixty  (60) days' written notice  to  the  Sub-
adviser and the Fund, (ii) at any time by vote of a majority
of  the  Fund's Directors or by vote of the majority of  the
Portfolio's  outstanding voting securities, upon  notice  to
the Manager and the Sub-adviser, or (iii) by the Sub-adviser
at  any  time  upon sixty (60) days' written notice  to  the
Manager and the Fund.

          (c)   This  Agreement will terminate automatically
in the event of its assignment (as defined in the Act and in
rules adopted under the Act) by any party hereto.

          (d)  In the event of termination of this Agreement
for  any reason, all records relating to the Portfolio  kept
by the Sub-adviser shall promptly be returned to the Manager
or  the Fund, free from any claim or retention of rights  in
such records by the Sub-adviser.

Section 12.    Amendments

          No  provision  of this Agreement may  be  changed,
waived,  discharged or terminated orally,  but  only  by  an
instrument  in  writing  signed by the  party  against  whom
enforcement  of the change, waiver, discharge or termination
is  sought,  and  no  amendment of this Agreement  shall  be
effective until approved in accordance with applicable law.

Section 13.  Notices

          All communications hereunder shall be given (a) if
to  the Sub-adviser, to Credit Suisse Asset Management, LLC.
466  Lexington  Avenue, New York, NY 10017  (Attention:  Hal
Liebes,  Esq.), telephone: 212-875-3779, telecopy:  646-658-
0817,  and  (b) if to the Manager or the Fund, c/o Centurion
Trust Company, 2425 East Camelback Road, Suite 530, Phoenix,
Arizona  85016-4200  (Attention:  Gerard  P.  Dipoto,  Jr.),
telephone: (602)957-9789 (x236), telecopy: (602)957-9788.

Section 14.    Miscellaneous

          (a)   This Agreement shall be governed by the laws
of the State of New York, provided that nothing herein shall
be construed in a manner inconsistent with the Act, the Sub-
advisers Act, or rules or orders of the SEC thereunder.

          (b)   The  captions of this Agreement are included
for  convenience only and in no way define or limit  any  of
the   provisions   thereof   or   otherwise   affect   their
construction or effect.

          (c)   If any provision of this Agreement shall  be
held  or made invalid by a court decision, statute, rule  or
otherwise,  the  remainder of this Agreement  shall  not  be
affected thereby and, to this extent, the provisions of this
Agreement shall be deemed to be severable.

          (d)    Nothing   herein  shall  be  construed   as
constituting the Sub-adviser as an agent of the Fund or  the
Manager.

          (e)    This   Agreement   may   be   executed   in
counterparts, with the same effect as if the signatures were
upon the same instrument.

If   the  terms  and  conditions  described  above  are   in
accordance  with  your understanding, kindly  indicate  your
acceptance of this Agreement by signing and returning to  us
the enclosed copy of this Agreement.

                   CENTURION TRUST COMPANY

                                   By:______________________
                                   _______
                                        Name:    Gerard   P.
                                   Dipoto, Jr.
                                      Title:
Accepted:
Credit Suisse Asset Management, LLC.


By:  ______________________________
   Name:
   Title: