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EXHIBIT 23(h)(9)
WAIVER AGREEMENT
Agreement ("Agreement") dated as of the 3rd day of January, 2000 by and
among Kent Funds ("Trust"), a Massachusetts business trust and a registered
investment company under the Investment Company Act of 1940, as amended ("1940
Act"), and Kent Funds Distributors, Inc. ("KFDI"):
BACKGROUND
The Trust has adopted an amended and Restated Master Distribution Plan
("Plan") pursuant to Rule 12b-1 under the 1940 Act.
Under the Plan, KFDI may enter into agreements with and the Trust may pay a
fee to securities dealers, financial institutions and other industry
professionals that are shareholders or dealers of record or which have a
servicing relationship with the beneficial owners of Investment Shares of the
Trust.
The parties to this Agreement wish to provide for undertakings by KFDI to
limit the fees payable under the above-referenced agreements or other fees or
reimburse expenses of each of the portfolios of Kent in order to improve the
performance of each such portfolio.
AGREEMENT
THEREFORE, in consideration of the foregoing, the parties intending to be
legally bound hereby, agree as follows:
KFDI shall, from the date of this Agreement until December 31, 2000, waive
a portion of their fees for certain series of the Trust as set forth on Exhibit
A hereto.
KFDI acknowledges and agrees that it shall not be entitled to collect on or
make a claim for waived fees at any time in the future.
This Agreement shall be governed by and construed under the laws of the
State of Massachusetts, without regard to its conflict of law provisions.
The names "The Kent Funds" and "Trustees of The Kent Funds" refer
respectively to the business trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated as of May 9, 1986 to which reference is hereby made and a copy of
which is on file at the office of the Secretary of the Commonwealth of
Massachusetts and elsewhere as required by law, and to any and all amendments
thereto so filed or hereafter filed. The obligations of "The Kent Funds" entered
into in the name or on behalf
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thereof by any of the Trustees, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, shareholders or representatives of the Trust personally, but bind only
the assets of the Trust, and all persons dealing with any Fund must look solely
to the assets of the Trust belonging to such Fund for the enforcement of any
claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
KENT FUNDS KENT FUNDS DISTRIBUTORS, INC.
By: /s/ Xxxxx X. Xxxx, XX By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxx X. Xxxx, XX Name: Xxxxxxx X. Xxxxx
Title: President Title: President
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EXHIBIT A
KENT FUNDS
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Name of Portfolio Amount to be Waived
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Xxxx Xxxxx Term Bond Fund - Investment - 0.10% of 12b-1 fees
Class
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Kent Michigan Municipal Bond Fund - - 0.10% of 12b-1 fees
Investment Class
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A-1
