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EXHIBIT 23h16
TRANSFER AND ASSUMPTION AGREEMENT
(SUB-TRANSFER AGENCY 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 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;
WHEREAS, OKSC has retained BISYS Fund Services Ohio, Inc. ("BISYS") to
assist it in performing certain transfer agency services for the Trust pursuant
to a Sub-Transfer Agency Agreement between OKSC and BISYS dated December 1, 1999
("Sub-Transfer Agency 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-Transfer Agency Agreement and all of
OKSC's respective interests, rights, responsibilities and obligations under the
Sub-Transfer Agency 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-Transfer Agency 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-Transfer Agency Agreement, and thereafter Fifth Third shall be deemed a
party in lieu of OKSC to such Sub-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.
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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-Transfer Agency
Agreement and be subject to all of the terms and conditions of said Sub-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. All parties hereby agree that this Agreement shall be attached to and
made a part of the Sub-Transfer Agency 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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