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Exhibit 24(b)(15)(b)
APPENDIX B
Agreement With Respect to Investment Shares of
of
THE KENT FUNDS
BISYS Fund Services Limited Partnership
0000 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
Gentlemen:
We wish to enter into this Agreement ("Agreement") with you concerning the
provision, to the extent provided below, of distribution services to our
clients ("Clients") who may from time to time beneficially own Investment
Shares of the portfolios (collectively the "Funds") offered by The Kent Funds
(the "Trust") of which you are the principal underwriter as defined in the
Investment Company Act of 1940 (the "Act") and the exclusive agent for the
continuous distribution of said shares. Investment Shares of the Funds are
hereinafter referred to "Shares."
The terms and conditions of this Agreement are as follows:
Section 1. We agree to provide(1): (a) reasonable assistance in connection
with the distribution of Shares to Clients as requested from time to time by
you, which assistance may include forwarding sales literature and advertising
provided by you to Clients; and (b) the following support services to Clients
who may from time to time acquire and beneficially own Shares: (i) establishing
and maintaining accounts and records relating to Clients that invest in Shares;
(ii) processing dividend and distribution payments from the Funds on behalf of
Clients; (iii) providing information periodically to Clients regarding their
positions in Shares; (iv) arranging for bank wires; (v) responding to Client
inquiries concerning their investments in Shares; (vi) providing the
information to the Funds necessary for accounting or subaccounting; (vii)
assisting in processing exchange and redemption requests from Clients; (viii)
assisting Clients in changing dividend options, account designations and
addresses; and (ix) providing such other similar personal services to
shareholders as you may reasonably request to the extent we are permitted to do
so under applicable statutes, rules and regulations.
Section 2. We will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment and
facilities currently used in our
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1. Services may be modified or omitted in the particular case and items
relettered or renumbered.
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business, or any personnel employed by us) as may be reasonably necessary or
beneficial in order to provide the aforementioned services and assistance to
Clients.
Section 3. Neither we nor any of our officers, employees or agents are
authorized to make any representations concerning you or the Shares except
those contained in the Funds' applicable prospectuses and statements of
additional information for the Shares, copies of which will be supplied by you
to us, or in such supplemental literature or advertising as may be authorized
by you in writing.
Section 4. For all purposes of this Agreement we will be deemed to be an
independent contractor, and will have no authority to act as agent for you or
the Funds in any matter or in any respect. We and our employees will, upon
request, be available during normal business hours to consult with you or your
designees concerning the performance of our responsibilities under this
Agreement.
Section 5. In consideration of the services and facilities provided by us
hereunder, you will pay to us, and we will accept as full payment therefor, a
fee at the annual rate of 0.25% of 1% of the average daily net asset value of
the Shares beneficially owned by our Clients for whom we are the dealer of
record or holder of record or with whom we have a servicing relationship (the
"Clients' Shares"). Said fee will be computed daily and payable monthly. For
purposes of determining the fee payable under this Section 5, the average daily
net asset value of the Clients' Shares will be computed in the manner specified
in the Funds' Registration Statement (as the same is in effect from time to
time) in connection with the computation of the net asset value of the
particular Shares involved for purposes of purchases and redemptions. The fee
rate stated above may be prospectively increased or decreased by you, in your
sole discretion, at any time upon notice to us. Further, you may, in your
discretion and without notice, suspend or withdraw the sale of Shares,
including the sale of Shares for the account of any Client or Clients.
Section 6. We acknowledge that you will provide to the Trust's board of
trustees, and the board of trustees will review, at least quarterly, a written
report of the amounts expended pursuant to this Agreement and the purposes for
which such expenditures were made. In connection with such reviews, we will
furnish you or your designees with such information as you or they may
reasonably request (including, without limitation, periodic certifications
confirming the provision to Clients of the services described herein), and will
otherwise cooperate with you and your designees (including, without limitation,
any auditors designated by you), in connection with the preparation of reports
to the Trust's board of trustees concerning this Agreement and the monies paid
or payable by you pursuant hereto, as well as any other reports or filings that
may be required by law. We will be responsible for promptly reporting to you
and the Trust's board of trustees any potential or existing conflicts with
respect to the investments of our customers in the Funds.
Section 7. You may enter into other similar Agreements with any other
person or persons without our consent.
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Section 8. We hereby represent, warrant and agree that the compensation
payable to us hereunder, together with any other compensation payable to us by
our Clients in connection with the investment of their assets in Shares of the
Funds, will be disclosed by us to our Clients, will be authorized by our
Clients and will not result in an excessive or unreasonable fee to us. In
addition, we understand that this Agreement has been entered into in reliance
on Rule 12b-1 under the Act and is subject to the provisions of said Rule, as
well as any other applicable rules or regulations promulgated by the Securities
and Exchange Commission. We will not engage in activities pursuant to this
Agreement which constitute acting as a broker or dealer under state law unless
we have obtained the licenses required by such law.
Section 9. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by you or your designee. Unless
sooner terminated, this Agreement will continue until December 31st of this
year, and thereafter will continue automatically for successive annual periods
provided such continuance is specifically approved at least annually by the
Trust in the manner described in Section 12. This Agreement is terminable with
respect to the Shares of any Fund, without penalty, at any time by the Trust
(which termination may be by a vote of a majority of the Disinterested Trustees
as defined in Section 12 or by vote of the holders of a majority of the
outstanding Shares of such Fund) or by us or you upon notice to the other party
hereto. This Agreement will also terminate automatically in the event of its
assignment (as defined in the Act).
Section 10. All notices and other communications to either you or us will
be duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address stated herein, or to such
other address as either party shall so provide the other.
Section 11. This Agreement will be construed in accordance with the
internal laws of the Commonwealth of Massachusetts, without giving effect to
principles of conflict of laws.
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Section 12. This Agreement has been approved by vote of a majority of (i)
the Trust's board of trustees and (ii) those trustees of the Trust who are not
"interested persons" (as defined in the Act) of the Trust and have no direct or
indirect financial interest in the operation of the Amended and Restated
Distribution Plan adopted by the Trust regarding the provision of distribution
and support services in connection with the Shares or in any agreement related
thereto cast in person at a meeting called for the purpose of voting on such
approval ("Disinterested Trustees").
Very truly yours,
__________________________________________
Service Organization Name
(Please Print or Type)
__________________________________________
Address
__________________________________________
City State Zip Code
Date:______________________ By: _____________________________________
Authorized Signature
NOTE: Please return both signed copies of this Agreement to BISYS Fund
Services Limited Partnership. Upon acceptance one countersigned copy will be
returned for your files.
Accepted:
BISYS FUND SERVICES
LIMITED PARTNERSHIP
Date: ____________________ By: ______________________________________
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THE KENT FUNDS
AUTHORIZATION
The following person or persons represent(s) and warrant(s) that he (they) are
fully authorized to purchase or redeem Shares on behalf of the beneficial
owners.
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Name Signature
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Title Date
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Name Signature
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Title Date
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Name Signature
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Title Date
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Name Signature
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Title Date
