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EXHIBIT 23h14
TRANSFER AND ASSUMPTION AGREEMENT
(SUB-ADMINISTRATION AGREEMENT)
AGREEMENT, made this 30th day of March, 2001, by and between Old Kent
Securities Corporation ("OKSC"), a Michigan corporation and a wholly owned
subsidiary of Old Kent Financial Corporation, and Fifth Third Bank ("Fifth
Third"), a wholly owned subsidiary of Fifth Third Bancorp.
WHEREAS, OKSC provides management and administrative services to Kent
Funds, a registered open-end management investment company organized as a
Massachusetts business trust (the "Trust"), pursuant to an Administration
Agreement between the Trust and OKSC dated December 1, 1999;
WHEREAS, OKSC has retained BISYS Fund Services Ohio, Inc. ("BISYS") to
assist it in performing certain administration services for the Trust pursuant
to a Sub-Administration Agreement between OKSC and BISYS dated December 1, 1999
("Sub-Administration Agreement");
WHEREAS, on or about April 2, 2001 ("Merger Date"), Old Kent Financial
Corporation and Fifth Third Bancorp will merge and as a result of such merger it
is expected that OKSC will cease to exist;
WHEREAS, OKSC wishes to assign, transfer and convey to Fifth Third, and
Fifth Third wishes to assume, the Sub-Administration Agreement and all of OKSC's
respective interests, rights, responsibilities and obligations under the
Sub-Administration Agreement;
WHEREAS, the Board of Trustees of the Trust has authorized such
transfer by OKSC and assumption by Fifth Third; and
WHEREAS, BISYS has consented and agreed to such transfer by OKSC and
assumption by Fifth Third and BISYS has waived any and all provisions of the
Sub-Administration Agreement that provide for automatic termination in the event
of an assignment, such consent, agreement and waiver being conclusively
evidenced by BISYS' signature below.
NOW, THEREFORE, it is agreed as follows:
1. Substitution of Party. Effective on the Merger Date, OKSC hereby
assigns, transfers and conveys to Fifth Third, and Fifth Third hereby assumes,
all of the interests, rights, responsibilities and obligations of OKSC under the
Sub-Administration Agreement, and thereafter Fifth Third shall be deemed a party
in lieu of OKSC to such Sub-Administration Agreement. Notwithstanding the
foregoing, this Agreement shall not become effective unless and until the date
of the merger between Fifth Third Bancorp and Old Kent Financial Corporation.
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2. Performance of Duties. Fifth Third hereby assumes and agrees to
perform all of OKSC's duties and obligations under the Sub-Administration
Agreement and be subject to all of the terms and conditions of said
Sub-Administration Agreement as if they applied expressly to Fifth Third.
3. All parties hereby agree that this Agreement shall be attached to
and made a part of the Sub-Administration Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date and year first written
above.
OLD KENT SECURITIES CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Its: President
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FIFTH THIRD BANK
By: /s/ Xxxxx X. Xxxxxxxxxx
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Its: SVP & CIO
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Agreed and consented to by:
BISYS FUND SERVICES OHIO, INC.
By: /s/
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Its:
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