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EXHIBIT 23h13
TRANSFER AND ASSUMPTION AGREEMENT
(TRANSFER AGENCY AGREEMENT)
AGREEMENT, made this 30th day of April, 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 serves as the transfer agent to Kent Funds, a registered
open-end management investment company organized as a Massachusetts business
trust (the "Trust"), pursuant to a Transfer Agency Agreement between the Trust
and OKSC dated December 1, 1999 ("Transfer Agency Agreement");
WHEREAS, on or about April 2, 2001, 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 Transfer Agency Agreement and all of OKSC's
respective interests, rights, responsibilities and obligations under the
Transfer Agency Agreement; and
WHEREAS, the Board of Trustees of the Trust has authorized such
transfer by OKSC and assumption by Fifth Third and the Board of Trustees has
waived any and all provisions of the Transfer Agency Agreement that provide for
automatic termination in the event of an assignment, such consent, agreement and
waiver being conclusively evidenced by the signature of an officer of the Trust
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
Transfer Agency Agreement, and thereafter Fifth Third shall be deemed a party in
lieu of OKSC to such Transfer Agency 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.
2. Performance of Duties. Fifth Third hereby assumes and agrees to
perform all of OKSC's duties and obligations under the Transfer Agency Agreement
and be subject to all of the terms and conditions of said Transfer Agency
Agreement as if they applied expressly to Fifth Third. Fifth Third hereby
warrants that it is a registered transfer agent under the Securities Exchange
Act of 1934, as amended.
3. Both parties hereby agree that this Agreement shall be attached to
and made a part of the Transfer Agency Agreement.
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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:
KENT FUNDS
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, XX
Its: President
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