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EXHIBIT 23h12
TRANSFER AND ASSUMPTION AGREEMENT
(FUND ACCOUNTING 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 fund accounting services to Kent Funds, a
registered open-end management investment company organized as a Massachusetts
business trust (the "Trust"), pursuant to a Fund Accounting Agreement between
the Trust and OKSC dated December 1, 1999 ("Fund Accounting 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 Fund Accounting Agreement and all of OKSC's
respective interests, rights, responsibilities and obligations under the Fund
Accounting 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 Fund Accounting 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
Fund Accounting Agreement, and thereafter Fifth Third shall be deemed a party in
lieu of OKSC to such Fund Accounting 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 Fund Accounting Agreement
and be subject to all of the terms and conditions of said Fund Accounting
Agreement as if they applied expressly to Fifth Third.
3. Both parties hereby agree that this Agreement shall be attached to
and made a part of the Fund Accounting 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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