BOARDS\CENT\2001\MINBK\DECEMBER 6 2001 SHAREHOLDER MINUTES-2-
                    CENTURION FUNDS, INC.

                           MINUTES

               ANNUAL MEETING OF SHAREHOLDERS
                      DECEMBER 6, 2001

The  Annual  Meeting of the Shareholders of  Centurion  U.S.
Contra  Fund  (the Fund) a series of Centurion  Funds,  Inc.
(the  Company)  was held on Thursday, December  6,  2001  at
10:00  a.m.  at the offices of Centurion Trust Company,  the
Fund's  investment  manager  (Centurion  Trust),  2425  East
Camelback Road, Suite 530, Phoenix, Arizona.  Mr. Gerard  P.
Dipoto,  Jr., Chairman of the Fund, presided and  Ms.  Caryn
Westman, Secretary of the Fund, recorded the Minutes.

The  meeting was called to order.  The Chairman then  stated
that  the  formal meeting would begin.  The  Secretary  then
noted that a complete list of shareholders of record at  the
close of business on the record date, October 26, 2001,  was
available  at the meeting.  At the request of the  Chairman,
the   Secretary  presented  an  affidavit  of   mailing   on
November  6,  2001,  and  a Notice  of  Special  Meeting  of
Shareholders,  Proxy Statement, form of proxy  and  business
reply  envelope,  which were mailed to each  shareholder  of
record entitled to vote at the meeting.

Ms. Westman then presented to the Chairman of the Meeting  a
Certificate  as to the shares outstanding, the  shareholders
represented  by  proxy  and the results  of  the  vote  (the
Certificate  of Tabulation), and the Chairman directed  that
the  Certificate of Tabulation be filed with the minutes  of
this meeting.  At the request of the Chairman, the Inspector
reported  that 1,793,870.625 shares of the Fund were  issued
and outstanding on October 26, 2001 and entitled to vote  at
the  meeting, that 0 shares were represented in  person  and
that the holders of 1,086,871.762 shares were represented by
proxy.   The Chairman thereupon declared that in  excess  of
60.588%  of the Fund's outstanding shares entitled  to  vote
were  represented and that a quorum, which is equal to  one-
third of the outstanding shares of the Fund, was present for
the transaction of business.

The  Chairman then stated that the following proposals  were
before the meeting:

     Proposal  1  -  to approve a new investment  management
agreement  as  it  relates to the Fund permitting  Centurion
Trust to continue as investment manager under the terms  and
conditions substantially identical to the current agreement;

     Proposal  2  - to approve a new investment sub-advisory
agreement as it relates to the Fund permitting Credit Suisse
Asset Management, LLC (CSAM) to continue as investment  sub-
adviser   under   the  terms  and  conditions  substantially
identical to the current agreement; and

     Proposal  3 - to elect Four Directors to the  Board  of
Directors of the Company.

The  Chairman  stated that the owners of  Centurion  Capital
Group  Inc. have entered into an agreement to sell Centurion
Capital  to GE Financial Assurance Holdings, Inc., a wholly-
owned subsidiary of General Electric Company. He stated that
in  order  for  Centurion  Trust to continue  as  investment
manager  of  the Fund and for CSAM to continue as investment
sub-adviser of the Fund following the completion of the sale
to GE Financial, it is necessary for the Fund's shareholders
to  approve a new investment management agreement and a  new
investment sub-advisory agreement.

He  stated  that the Fund is registered under the Investment
Company  Act  of 1940, as amended, which requires  that  any
investment  advisory agreement for a mutual  fund  terminate
automatically if the investment adviser experiences a change
in   control.    He  added  that  the  1940   Act   requires
shareholders  of  the  Fund to vote on  and  approve  a  new
investment  management agreement and a new  investment  sub-
advisory agreement.  He stated that it is designed to ensure
that  shareholders have say in the company or  persons  that
manage the Fund.

He  noted  that the Fund and the Fund's investment objective
will  not change and added that shareholders will still  own
the same shares in the Fund. He stated that the terms of the
new  investment  management and sub-advisory agreements  are
substantially  identical to the current  agreements,  except
for  the  effective  and termination  dates.   Moreover,  he
stated  that  GE  Financial does  not  intend  to  make  any
significant changes to Centurion Trust's employee  base  and
there will be no change in the personnel of CSAM.

The  Chairman  then stated that each of these  Proposals  is
described  in the Fund's Proxy Statement dated  November  2,
2001,  a  copy  of  which was included in the  affidavit  of
mailing annexed to the minutes of this meeting.


PROPOSAL 1:

APPROVAL OF A NEW INVESTMENT MANAGEMENT AGREEMENT

The  Chairman  stated that the next item of business  to  be
considered  was  the proposal to approve  a  new  investment
management  agreement.   The  Inspector  of  Election   then
conducted  the  vote and reported to the Chairman  that  the
votes had been cast as follows:


                                                       Percenta
  Shares   Percentage    Shares   Percentage   Shares    ge of
  Voted        of        Voted        of      Abstain   Shares
   For       Shares     Against     Shares       ed     Abstain
             Voted                  Voted                 ed

 983,388.   90.479%    7,297.592    0.671%    96,185.   8.850%
   556                                          614


PROPOSAL 2:

APPROVAL OF A NEW INVESTMENT SUB-ADVISORY AGREEMENT

The  Chairman  stated that the next item of business  to  be
considered was the proposal to approve a new investment sub-
advisory   agreement.   The  Inspector  of   Election   then
conducted  the  vote and reported to the Chairman  that  the
votes had been cast as follows:


                                                       Percentag
  Shares    Percentag    Shares   Percentag   Shares       e
 Voted For    e of       Voted      e of     Abstaine  of Shares
             Shares     Against    Shares       d       Abstaine
              Voted                 Voted                  d

 977,515.2   89.938%   12,192.68   1.122%    97,163.8   8.940%
    07                     0                    75


PROPOSAL 3. :

ELECTION OF DIRECTORS

The  Chairman  then  called  for nominations  for  Board  of
Directors  of the Fund to hold office until their successors
are  duly  elected and qualified, and the following  persons
were  nominated:  Michael J. Cosgrove, John R.  Constantino,
William  J.  Lucas,  and Robert P. Quinn.   There  being  no
further  nominations, the Chairman declared the  nominations
closed.

The  Inspector,  at  the  direction of  the  Chairman,  then
referred  to the Certificate of Tabulation with  respect  to
Proposal  3,  the election of directors, and  reported  that
each  of the nominees had received in excess of 97%  of  the
votes  cast.   The  Chairman thereupon  declared  that  each
nominated Director had been elected a Director of the  Fund.
The  Inspector  of  Election then  conducted  the  vote  and
reported  to  the Chairman that the votes had been  cast  as
follows:



                 Shares    Percentage   Shares    Percentag
Name           Voted For       of      Withheld      e of
                             Shares                 Shares
                             Voted                  Voted

Michael    J.  1,055,565.  97.120%    31,306.508  2.880%
Cosgrove       254
John       R.  1,055,386.  97.103%    31,485.319  2.897%
Constantino    443
William    J.  1,055,527.  97.116%    31,344.427  2.884%
Lucas          335
Robert     P.  1,055,026.  97.070%    31,845.244  2.930%
Quinn          518






The  Chairman thereupon declared the election of each of the
nominees to be approved and accepted.

The  Chairman thereupon declared that each of the  proposals
had been approved.

There  being  no  further business, upon motion  duly  made,
seconded and unanimously carried, the meeting was adjourned.


               ______________________________
                            ____
                  Caryn Westman, Secretary