1
EXHIBIT 23h17
TRANSFER AND ASSUMPTION AGREEMENT
(OMNIBUS FEE 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 has entered into an Administration Agreement, a Fund
Accounting Agreement and a Transfer Agency Agreement, each dated December 1,
1999, with Kent Funds, a registered open-end management investment company
organized as a Massachusetts business trust (the "Trust"), concerning the
provision of administration, fund accounting and transfer agency services
(collectively, the "Services");
WHEREAS, OKSC and BISYS Fund Services Ohio, Inc. ("BISYS") have entered
into a Sub-Administration Agreement, a Sub-Fund Accounting Agreement and a
Sub-Transfer Agency Agreement, each dated December 1, 1999 (collectively, the
"Subcontracts"), pursuant to which BISYS has been retained to provide a portion
of the Services;
WHEREAS, OKSC and BISYS have entered into a Omnibus Fee Agreement dated
December 1, 1999 ("Omnibus Fee Agreement"), which sets forth the compensation
payable to BISYS by OKSC under the Subcontracts;
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 Omnibus Fee Agreement and all of OKSC's
respective interests, rights, responsibilities and obligations under the Omnibus
Fee 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
Omnibus Fee Agreement that provide for automatic termination in the event of an
assignment, such consent, agreement and waiver being conclusively evidenced by
BISYS' signature below; and
WHEREAS, the Board of Trustees of the Trust has authorized such
transfer by OKSC and assumption by Fifth Third.
2
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
Omnibus Fee Agreement, and thereafter Fifth Third shall be deemed a party in
lieu of OKSC to such Omnibus Fee 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 Omnibus Fee Agreement and
be subject to all of the terms and conditions of said Omnibus Fee 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 Omnibus Fee 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
---------------------------------
Xxxx X. Xxxxxx
Its: President
--------------------------------
FIFTH THIRD BANK
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------
Its: SVP & CIO
--------------------------------
Agreed and consented to by:
BISYS FUND SERVICES OHIO, INC.
By: /s/
----------------------------
Its:
---------------------------
2
