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EXHIBIT 25h19
WAIVER AND REIMBURSEMENT AGREEMENT
Agreement ("Agreement") dated as of the 2nd day of January, 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"), Lyon
street Asset Management Company ("LSAM"), and Old Kent Securities Corporation
("OKSC"):
BACKGROUND
LSAM serves as investment adviser to each portfolio of Kent pursuant to
an Investment Advisory Agreement among LSAM and Kent dated as of October 12,
1990, as amended.
OKSC 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, among OKSC
and Kent each dated as of December 1, 1999.
The parties to this Agreement wish to provide for undertakings by LSAM
and OKSC 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:
LSAM and OKSC 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.
Each of LSAM and OKSC 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
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in the name or on behalf thereof by any of the Trustees, representatives or
agents are made not 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 LYON STREET ASSET MANAGEMENT COMPANY
By: /s/ Xxxxx X. Xxxx, XX By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxx, XX Name: Xxxxxx X. Xxxxxxx
Title: President Title: President
OLD KENT SECURITIES CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President
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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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