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EXHIBIT 23h21
WAIVER AND REIMBURSEMENT AGREEMENT
Agreement ("Agreement") dated as of the ___ day of __________,
2001 by and among Kent Funds, a Massachusetts business trust and a registered
investment company under the Investment Company Act of 1940, as amended
("Kent"), [NAME OF ADVISER] ("Adviser"), and Fifth Third Bank ("FTB"):
BACKGROUND
Adviser serves as investment adviser to each portfolio of Kent
pursuant to an Investment Advisory Agreement between Adviser and Kent dated as
of ___________, 2001.
FTB serves as administrator, fund accountant and transfer
agent to each portfolio of Kent pursuant to an Administration Agreement, a Fund
Accounting Agreement and a Transfer Agency Agreement, respectively, between FTB
and Kent each assumed as of April 2, 2001.
The parties to this Agreement wish to provide for undertakings
by Adviser and FTB to limit the fees payable under the above-referenced
agreements or other fees or reimburse expenses of each of the portfolios of Kent
in order to improve the performance of each such portfolio.
AGREEMENT
THEREFORE, in consideration of the foregoing, the parties
intending to be legally bound hereby, agree as follows:
Adviser and FTB shall, from the date of this Agreement until
December 31, 2001, waive all or a portion of their fees and/or reimburse
expenses as set forth on Exhibit A hereto. This Agreement shall continue in full
force and effect and automatically renew for successive one year periods unless
and until it is terminated by written agreement of the parties.
Each of Adviser and FTB acknowledges and agrees that it shall
not be entitled to collect on or make a claim for waived fees or reimbursed
expenses at any time in the future.
This Agreement shall be governed by and construed under the
laws of the State of Massachusetts, without regard to its conflict of law
provisions.
The names "The Kent Funds" and "Trustees of The Kent Funds"
refer respectively to the business trust created and the Trustees, as trustees
but not individually or personally, acting from time to time under a Declaration
of Trust dated as of May 9, 1986 to which reference is hereby made and a copy of
which is on file at the office of the Secretary of the Commonwealth of
Massachusetts and elsewhere as required by law, and to any and all amendments
thereto so filed or hereafter filed. The obligations of "The Kent Funds" entered
into in the name or on behalf thereof by any of the Trustees, representatives or
agents are made not
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individually, but in such capacities, and are not binding upon any of the
Trustees, shareholders or representatives of the Trust personally, but bind only
the assets of the Trust, and all persons dealing with any Fund must look solely
to the assets of the Trust belonging to such Fund for the enforcement of any
claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
KENT FUNDS [NAME OF ADVISER]
By: By:
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Name: Xxxxx X. Xxxx, XX Name:
Title: President Title:
FIFTH THIRD BANK
By:
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Name:
Title:
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Exhibit A
KENT FUNDS
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Name of Portfolio Amount to be Waived
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Kent Index Equity Fund - 0.05% of Investment Advisory fee
- 0.08% of combined Administration and Fund
Accounting fees
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Kent Money Market Fund - 0.08% of combined Administration and Fund
Accounting fees
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Kent Michigan Municipal Money Market Fund - 0.08% of combined Administration and Fund
Accounting fees
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Kent Government Money Market Fund - 0.15% of Investment Advisory Fee
- 0.08% of combined Administration and Fund
Accounting fees
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Lyon Street Institutional Money Market Fund - All amounts necessary so that after such
waivers and/or reimbursements, the maximum
total operating expense ratio of the Portfolio
shall not exceed 0.22%
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