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EXHIBIT 99.23(h)(3)
TRANSFER AGENCY AGREEMENT
AGREEMENT made as of this 1st day of December, 1999, between THE KENT
FUNDS (the "Trust"), a Massachusetts business trust having its principal place
of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and OLD KENT SECURITIES
CORPORATION ("OKSC"), a Michigan corporation having its principal place of
business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇.
WHEREAS, the Trust desires that OKSC perform certain services for each
series of the Trust currently in existence or hereafter created (individually
referred to herein as a "Fund" and collectively as the "Funds"); and
WHEREAS, OKSC is willing to perform such services on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual premises and
covenants herein set forth, the parties agree as follows:
1. Services.
Subject to the supervision, direction and control of the Trust's
Board of Trustees, OKSC shall perform for the Trust the transfer agent services
set forth in Schedule A hereto. OKSC agrees to perform such services in
accordance with the service standards set forth in Schedule B attached hereto
and made a part hereof. OKSC also agrees to perform for the Trust such special
services incidental to the performance of the services enumerated herein as
agreed to by the parties from time to time. OKSC shall perform such additional
services as are provided on an amendment to Schedule A hereof, in consideration
of such fees as the parties hereto may agree.
In performing its duties under this Agreement, OKSC will act in
conformity with the Trust's Declaration of Trust, By-Laws, Prospectuses and
Statements of Additional Information as in effect from time to time and will
conform to and comply with the requirements of the Investment Company Act of
1940 (the "1940 Act") and all other applicable federal and state laws and
regulations.
OKSC may, in its discretion, appoint in writing other parties
qualified to perform transfer agency services reasonably acceptable to the Trust
(individually, a "Sub-transfer Agent") to carry out some or all of its
responsibilities under this Agreement with respect to a Fund; provided, however,
that the Sub-transfer Agent shall be the agent of OKSC and not the agent of the
Trust or such Fund, and that OKSC shall be fully responsible for the acts of
such Sub-transfer Agent and shall not be relieved of any of its responsibilities
hereunder by the appointment of such Sub-transfer Agent.
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2. Fees.
During the term of this Agreement, the Trust shall pay OKSC for
the services to be provided by OKSC under this Agreement in accordance with, and
in the manner set forth in, Schedule C hereto. Fees for any additional services
to be provided by OKSC pursuant to an amendment to Schedule A hereto shall be
subject to mutual agreement at the time such amendment to Schedule A is
proposed.
3. Reimbursement of Expenses.
In addition to paying OKSC the fees described in Section 2
hereof, the Trust agrees to reimburse OKSC for OKSC's reasonable out-of-pocket
expenses in providing services hereunder, including without limitation, the
following:
(a) All freight and other delivery and bonding charges incurred
by OKSC in delivering materials to and from the Trust and in
delivering all materials to shareholders;
(b) All direct telephone, telephone transmission and telecopy or
other electronic transmission expenses incurred by OKSC in
communication with the Trust, the Trust's investment adviser
or custodian, dealers, shareholders or others as required
for OKSC to perform the services to be provided hereunder;
(c) Costs of postage, couriers, stock computer paper,
statements, labels, envelopes, checks, reports, letters, tax
forms, proxies, notices or other form of printed material
which shall be required by OKSC for the performance of the
services to be provided hereunder;
(d) The cost of microfilm or microfiche of records or other
materials; and
(e) Any expenses OKSC shall incur at the written direction of an
officer of the Trust thereunto duly authorized.
4. Effective Date.
This Agreement shall become effective with respect to a Fund as
of the date first written above or, if a particular Fund is not in existence on
that date, on the date such Fund commences operation (the "Effective Date").
5. Term.
This Agreement shall commence on December 1, 1999 and shall
remain in effect through December 31, 2001 (the "Initial Term"). Thereafter,
unless otherwise terminated as provided herein, this Agreement shall be renewed
automatically for successive one-year periods ("Rollover Periods"). This
Agreement may be terminated without penalty (i) by provisions of a notice of
nonrenewal in the manner set forth below, (ii) by provision of 60 days advance
written
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notice of termination during any Rollover Period, (iii) by mutual agreement of
the parties or (iv) for "cause," as defined below, upon the provision of 45 days
advance written notice by the party alleging cause. Written notice of nonrenewal
must be provided within 60 days following the Initial Term or any Rollover
Period in order to avoid automatic renewal. In the event such notice is provided
in a timely manner, this Agreement shall terminate 180 days after such notice,
if given following the Initial Term, or 60 days after such notice, if given
following a Rollover Period.
After such termination, for so long as OKSC, with the written
consent of the Trust, in fact continues to perform any one or more of the
services contemplated by this Agreement or any Schedule or exhibit hereto, the
provisions of this Agreement, including without limitation the provisions
dealing with indemnification, shall continue in full force and effect. Fees and
out-of-pocket expenses incurred by OKSC but unpaid by the Trust upon such
termination shall be immediately due and payable upon and notwithstanding such
termination. OKSC shall be entitled to collect from the Trust, in addition to
the fees and disbursements provided by Sections 2 and 3 hereof, the amount of
all of OKSC's reasonable cash disbursements for services in connection with
OKSC's activities in effecting such termination, including without limitation,
the delivery to the Trust and/or its designee of the Trust's property, records,
instruments and documents, or any copies thereof. Subsequent to such
termination, OKSC shall remain obligated to provide the Trust with reasonable
access to any Trust documents or records remaining in its possession. If
requested by the Trust, OKSC shall deliver such documents or records, or copies
thereof, to the Trust or its designee for a reasonable fee.
For purposes of this Agreement, "cause" shall mean (a) willful
misfeasance, bad faith, gross negligence or reckless disregard on the part of
the party to be terminated with respect to its obligations and duties set forth
herein; (b) multiple negligent acts on the part of the party to be terminated
which in the aggregate constitute a serious failure to perform satisfactorily
that party's obligations hereunder; (c) a final, non-appealable judicial,
regulatory or administrative ruling or order in which the party to be terminated
has been found guilty of criminal or unethical behavior in the conduct of its
business; (d) financial difficulties on the part of the party to be terminated
which are evidenced by the authorization or commencement of, or involvement by
way of pleading, answer, consent or acquiescence in, a voluntary or involuntary
case under Title 11 of the United States Code, as from time to time is in
effect, or any applicable law, other than said Title 11, of any jurisdiction
relating to the liquidation or reorganization of debtors or to the modification
or alteration of the rights of creditors; or (e) a service standard deficiency,
as defined in Schedule B.
If the Trust terminates this Agreement other than as provided
in the first paragraph of this Section 5, then the Trust shall make a one-time
cash payment, as liquidated damages, to OKSC equal to the balance due OKSC for
the remainder of the then current term of this Agreement, assuming for purposes
of calculation of the payment that the asset level of the Trust on the date this
Agreement is terminated, will remain constant for the balance of the then
current contract term.
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6. Uncontrollable Events.
OKSC assumes no responsibility hereunder, and shall not be
liable for any damage, loss of data, delay or any other loss whatsoever caused
by events beyond its reasonable control. OKSC shall, however, be obligated to
design and institute reasonable procedures to prevent or limit any such damages,
loss of data, delay or other loss.
7. Legal Advice.
OKSC shall notify the Trust at an time OKSC believes that it
is in need of the advice of counsel (other than counsel in the regular employ of
OKSC or any affiliated companies) with regard to OKSC's responsibilities and
duties pursuant to this Agreement; and after so notifying the Trust, OKSC, at
its discretion, shall be entitled to seek, receive and act upon advice of
qualified legal counsel of its choosing, reasonably acceptable to the Trust, and
OKSC shall in no event be liable to the Trust or any Fund or any shareholder or
beneficial Owner of the Trust for any action reasonably taken pursuant to such
advice.
8. Instructions.
Whenever OKSC is requested or authorized to take action
hereunder pursuant to instructions from a shareholder, or a properly authorized
agent of an agent of a shareholder ("shareholder's agent"), concerning an
account in a Fund, OKSC shall be entitled to rely upon any certificate, letter
or other instrument or communication, believed by OKSC to be genuine and to have
been properly made, signed or authorized by an officer or other authorized agent
of the Trust or by the shareholder or shareholder's agent, as the case may be,
and shall be entitled to receive as conclusive proof of any fact or matter
required to be ascertained by it hereunder a certificate signed by an officer of
the Trust or any other person authorized by the Trust's Board of Trustees or by
the shareholder or shareholder's agent, as the case may be.
As to the services to be Provided hereunder, OKSC may rely
conclusively upon the terms of the Prospectuses and Statement of Additional
Information of the Trust relating to the Funds to the extent that such services
are described therein unless OKSC receives written instructions to the contrary
in a timely manner from the Trust.
9. Standard of Care; Reliance on Records and Instructions;
Indemnification.
OKSC shall use its best efforts to ensure the accuracy of all
services performed under this Agreement, but shall not be liable to the Trust
for any action taken or omitted by OKSC in the absence of bad faith, willful
misfeasance, negligence or reckless disregard by it of its obligations and
duties hereunder. The Trust agrees to indemnify and hold harmless OKSC, its
employees, agents, directors and officers from and against any and all claims,
demands, actions and suits, whether groundless or otherwise, and from and
against any and all judgments, actions and suits, liabilities, losses, damages,
costs, charges, reasonable counsel fees and other expenses of every nature and
character arising out of or in any way relating to OKSC's actions taken or
nonactions with respect to the performance of services under this Agreement or
based, if applicable, upon reasonable reliance on information, records,
instructions or requests given or made to OKSC by a duly authorized
representative of the Trust, provided that this
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indemnification shall not apply to actions or omissions of OKSC in cases of its
own bad faith, willful misfeasance, negligence or from reckless disregard by it
of its obligations and duties; and further provided that prior to confessing any
claim against it which may be the subject of this indemnification, OKSC shall
give the Trust written notice of and reasonable opportunity to defend against
said claim in its own name or in the name of OKSC.
Any person, even though also an officer, director, employee or
agent of OKSC who may be or become an officer, Trustee, employee or agent of the
Trust, shall be deemed, when rendering services to the Trust or to any Fund, or
acting on any business of the Trust or of any Fund (other than services or
business in connection with OKSC's duties hereunder) to be rendering such
services to or acting solely for the Trust or the Fund and not as an officer,
director, employee or agent or one under the control or direction of OKSC even
though paid by OKSC.
10. Record Retention and Confidentiality.
OKSC shall keep and maintain on behalf of the Trust all books
and records which the Trust or OKSC is, or may be, required to keep and maintain
pursuant to any applicable statutes, rules and regulations, including without
limitation Rules 31a-1 and 31a-2 under the 1940 Act relating to the maintenance
of books and records in connection with the services to be provided hereunder.
OKSC further agrees that all such books and records shall be the property of the
Trust and to make such books and records available for inspection by the Trust
or by the Securities and Exchange Commission (the "Commission") at reasonable
times and otherwise to keep confidential all books and records and other
information relative to the Trust and its shareholders, except when requested to
divulge such information by duly-constituted authorities or court process, or
requested by a shareholder or shareholder's agent with respect to information
concerning an account as to which such shareholder has either a legal or
beneficial interest or when requested by the Trust, the shareholder, or
shareholder's agent, or the dealer of record as to such account. OKSC agrees to
surrender promptly such books and records on the Trust's request.
11. Rights of Ownership.
All computer programs and procedures developed to perform
services required to be provided by OKSC under this Agreement are the property
of OKSC. All records and other data except such computer programs and procedures
are the exclusive property of the Trust and all such other records and data will
be furnished to the Trust in appropriate form as soon as practicable after
termination of this Agreement for any reason.
12. Bank Accounts.
The Trust and the Funds shall establish and maintain such bank
accounts with such bank or banks as are selected by the Trust, as are necessary
in order that OKSC may perform the services required to be performed hereunder.
To the extent that the performance of such services shall require OKSC directly
to disburse amounts for payment of dividends, redemption proceeds or other
purposes, the Trust and Funds shall provide such bank or banks with all
instructions and authorizations necessary for OKSC to effect such disbursements.
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13. Representations of the Trust.
The Trust certifies to OKSC that: (a) as of the close of
business on the Effective Date, each Fund which is in existence as of the
Effective Date has authorized unlimited shares, and (b) this Agreement has been
duly authorized by the Trust and, when executed and delivered by the Trust, will
constitute a legal, valid and binding obligation of the Trust, enforceable
against the Trust in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
14. Representations of OKSC.
OKSC represents and warrants that: (a) OKSC has been in, and
shall continue to be in, substantial compliance with all provisions of law,
including Section 17A(c) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), required in connection with the performance of its duties under
this Agreement; (b) the various procedures and systems which OKSC has
implemented with regard to safekeeping from loss or damage attributable to fire,
theft or any other cause of the blank checks, records, and other data of the
Trust and OKSC's records, data, equipment, facilities and other property used in
the performance of its obligations hereunder are adequate and that it will make
such changes therein from time to time as are required for the secure
performance of its obligations hereunder; and (c) this Agreement has been duly
authorized by OKSC and, when executed and delivered by OKSC, will constitute a
legal, valid and binding obligation of OKSC, enforceable against OKSC in
accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights and
remedies of creditors and secured parties.
15. Insurance.
OKSC shall notify the Trust should OKSC's insurance coverage
with respect to professional liability or errors and omissions coverage be
canceled or reduced. Such notification shall include the date of change and the
reasons therefor. OKSC shall notify the Trust of any material claims against
OKSC with respect to services performed under this Agreement, whether or not
they may be covered by insurance, and shall notify the Trust from time to time
as may be appropriate of the total outstanding claims made by OKSC under its
insurance coverage.
16. Information to be Furnished by the Trust.
The Trust has furnished to OKSC the following:
(a) Copies of the Declaration of Trust of the Trust and of
any amendments thereto, certified by the proper
official of the state in which such Declaration has
been filed.
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(b) Copies of the following documents:
1. The Trust's By-Laws and any amendments thereto;
2. Certified copies of resolutions of the Board of
Trustees covering the approval of this Agreement and
authorization of a specified officer of the Trust to
execute and deliver this Agreement and authorization
for specified officers of the Trust to instruct OKSC
hereunder.
(c) A list of all officers of the Trust, together with specimen
signatures of those officers, who are authorized to instruct
OKSC in all matters.
(d) Two copies of the Prospectuses and Statement of Additional
Information for each Fund.
(e) A certificate as to shares of beneficial interest of the
Trust authorized, issued, and outstanding as of the
Effective Date of OKSC's appointment as Transfer Agent (or
as of the date on which OKSC's services are commenced,
whichever is the later date) and as to receipt of full
consideration by the Trust for all shares outstanding, such
statement to be certified by the Treasurer of the Trust.
17. Information Furnished by OKSC.
OKSC has furnished to the Trust the following:
(a) OKSC's Articles of Incorporation.
(b) OKSC's By-Laws and any amendments thereto.
(c) Certified copies of actions of OKSC covering the following
matters:
1. Approval of this Agreement, and authorization of a
specified officer of OKSC to execute and deliver this
Agreement;
2. Authorization of OKSC to act as Transfer Agent for the
Trust.
(d) A copy of the most recent independent accountants' report
relating to internal accounting control systems as filed
with the Commission pursuant to Rule 17Ad-13 under the
Exchange Act.
18. Amendment to Documents.
The Trust shall furnish OKSC written copies of any amendments
to, or changes in, any of the items referred to in Section 16 hereof promptly
upon such amendments or changes becoming effective. In addition, the Trust
agrees that no amendments will be made to the Prospectuses or Statement of
Additional Information of the Trust which might have the effect of
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changing the procedures employed by OKSC in providing the services agreed to
hereunder or which amendment might affect the duties of OKSC hereunder unless
the Trust first obtains OKSC's approval of such amendments or changes.
19. Reliance on Amendments.
OKSC may rely on any amendments to or changes in any of the
documents and other items to be provided by the Trust pursuant to Sections 16
and 18 of this Agreement and the Trust hereby indemnifies and holds harmless
OKSC from and against any and all claims, demands, actions, suits, judgments,
liabilities, losses, damages, costs, charges, reasonable counsel fees and other
expenses of every nature and character which may result from actions or
omissions on the part of OKSC in reasonable reliance upon such amendments and/or
changes. Although OKSC is authorized to rely on the above-mentioned amendments
to and changes in the documents and other items to be provided pursuant to
Sections 16 and 18 hereof, OKSC shall be under no duty to comply with or take
any action as a result of any of such amendments or changes unless the Trust
first obtains OKSC's written consent to and approval of such amendments or
changes.
20. Compliance with Law.
The Trust assumes full responsibility for the preparation,
contents and distribution of each prospectus of the Trust in compliance with all
applicable requirements of the Securities Act of 1933, as amended, the 1940 Act
and any other laws, rules and regulations of governmental authorities having
jurisdiction, except for any noncompliance caused by the actions of OKSC and its
affiliates or based upon information provided by OKSC and its affiliates. OKSC
shall have no obligation to take cognizance of any laws relating to the sale of
the Trust's shares.
21. Notices.
Any notice provided hereunder shall be sufficiently given when
sent to the party required to be served with such notice, at the following
address:
Transfer Agent:
Old Kent Securities Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile number (▇▇▇) ▇▇▇-▇▇▇▇
The Trust:
The Kent Funds
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Facsimile number (▇▇▇) ▇▇▇-▇▇▇▇
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or at such other address or facsimile number as such party may from time to time
specify in writing to the other party pursuant to this Section. All notices or
other communications permitted or required hereunder shall be in writing and
shall be sufficiently given if and when hand delivered to the persons set forth
above or if sent by documented overnight delivery service or registered or
certified mail, postage prepaid, return receipt requested, or by telegram, telex
or telecopy, receipt acknowledged, addressed as set forth above or to such other
person or persons and/or at such other address or addresses as shall be
furnished in writing by any party hereto to the others. Any such notice or
communication shall be deemed to have been given as of the date received, in the
case of personal delivery, or on the date shown on the receipt or confirmation
therefor in all other cases.
22. Headings.
Paragraph headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
23. Assignment.
This Agreement and the rights and duties hereunder shall not be
assignable by either of the parties hereto except by the specific written
consent of the other party. This Section 23 shall not limit or in any way affect
OKSC's right to appoint a Sub-transfer Agent pursuant to Section 1 hereof. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and the respective successors and permitted assigns.
24. Governing Law.
This Agreement shall be governed by and provisions shall be
construed in accordance with the laws of the State of Michigan.
25. Amendments.
No provision of this Agreement may be changed, waived, discharged
or terminated, except by an instrument in writing signed by the party against
whom an enforcement of the change, waiver, discharge or termination is sought.
26. Multiple Originals.
This Agreement may be executed in two or more counterparts, each
of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
27. Confidential.
OKSC agrees on behalf of itself and its employees to treat
confidentially and as the proprietary information of the Trust, all records and
other information relative to the Trust and prior, present or potential
shareholders, and not to use such records and information for any
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purpose other than performance of its responsibilities and duties hereunder,
except, after prior notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be withheld where OKSC
may be exposed to civil or criminal contempt proceedings for failure to comply,
when requested to divulge such information by duly constituted authorities, or
when so requested by the Trust.
28. Matters Relating to the Trust as a Massachusetts Business Trust.
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 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 Agreement to be
duly executed all as of the day and year first above written.
THE KENT FUNDS
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇
Title: President
OLD KENT SECURITIES CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: President
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SCHEDULE A
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
THE KENT FUNDS
AND
OLD KENT SECURITIES CORPORATION
TRANSFER AGENCY SERVICES
1. Shareholder Transactions
a. Process shareholder purchase and redemption orders.
b. Set up account information, including address, dividend option,
taxpayer identification numbers and wire instructions.
c. Issue confirmations in compliance with Rule 10b-10 under the
Securities Exchange Act of 1934, as amended.
d. Issue periodic statements for shareholders.
e. Process transfers and exchanges.
f. Process dividend payments, including the purchase of new shares,
through dividend reimbursement.
2. Shareholder Information Services
a. Make information available to shareholder servicing unit and
other remote access units regarding trade date, share price,
current holdings, yields, and dividend information.
b. Produce detailed history of transactions through duplicate or
special order statements upon request.
c. Provide mailing labels for distribution of financial reports,
prospectuses, proxy statements or marketing material to current
shareholders.
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3. Compliance Reporting
a. Provide reports to the Securities and Exchange Commission, the
National Association of Securities Dealers and the States in
which the Fund is registered.
b. Prepare and distribute appropriate Internal Revenue Service forms
for corresponding Fund and shareholder income and capital gains.
c. Issue tax-withholding reports to the Internal Revenue Service.
4. Dealer/Load Processing (if applicable)
a. Provide reports for tracking rights of accumulation and purchases
made under a letter of intent.
b. Account for separation of shareholder investments from
transaction sale charges for purchase of Fund shares.
c. Calculate fees due under 12b-1 plans for distribution and
marketing expenses.
d. Track sales and commission statistics by dealer and provide for
payment of commissions on direct shareholder purchases in a load
Fund.
5. Shareholder Account Maintenance
a. Maintain all shareholder records for each account in the Trust.
b. Issue customer statements on scheduled cycle, providing duplicate
second and third party copies if required.
c. Record shareholder account information changes.
d. Maintain account documentation files for each shareholder.
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SCHEDULE B
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN THE KENT FUNDS
AND
OLD KENT SECURITIES CORPORATION
SERVICE STANDARDS
Pursuant to Section 1 of this Agreement, OKSC has agreed to perform the services
described in this Agreement in accordance with the service standards set forth
in this Schedule B. Such standards are contained on the pages attached hereto.
The parties agree that such service standards may be revised, from time to time,
by mutual agreement.
Each of the service standards will be monitored by a Quality Assurance team. In
the event OKSC fails to meet a service standard in any particular month, OKSC
agrees to take appropriate corrective measures within the following thirty-day
period in order to be in compliance with the appropriate standard at the end of
such thirty-day period; provided, however, that the foregoing requirement shall
not apply in those instances in which OKSC's failure to meet a service standard
was due to circumstances beyond its control.
In the event OKSC fails to meet a particular service standard (except for any
failure due to circumstances beyond its control) in two consecutive months, the
fee payable to OKSC hereunder shall be reduced by one percent (1%) or such lower
amount as the parties shall agree upon for the second of those two months. If
such failure occurs in three consecutive months, the fee payable to OKSC
hereunder shall be reduced by one and one-half percent (1.5%) or such lower
amount as the parties shall agree upon for the third of those three months.
In the event OKSC fails to meet a particular service standard (except for any
failure due to circumstances beyond its control) for any three months within a
six-month period, such failure shall be deemed to be a service standard
deficiency for purposes of the "cause" definition set forth in Section 5 of this
Agreement.
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Old Kent Securities Corporation/The Kent Funds
Servicing Standards
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ITEM STANDARD
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TRANSFER AGENCY (PROCESSING):
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New Account Set-up
Timeliness 100% processed same day
Accuracy 98%
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Financial Quality Rate
Timeliness 100% processed same day
Accuracy 98%
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Maintenance Items
Non-financial 5 business days
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Not in good order items Call out next business day
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Research received by phone or mail 100% completed within 5 business days
from day of receipt
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TRANSFER AGENCY (PHONES):
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Abandonment Rate 3% or less
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Average speed of answer 20 seconds or less
--------------------------------------------------------------------------------
Service level 85% of calls will be answered in 20
seconds or less
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TRANSFER AGENCY(PRINT/MAIL):
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Quarterly Statements Five business days
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Daily Confirms T + 2
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Checks T + 1
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TRANSFER AGENCY (FULFILLMENT): within 48 hours
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FUND ACCOUNTING/CUSTODY:
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NAV Calculation Accuracy Accurate 98% of time
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Daily Bulletin 98% delivered by 6:30 p.m.
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Cash Availability 98% delivered by 9:30 a.m.
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Position Reconciliation Detailed security position reconciliation
weekly
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FUND ADMINISTRATION:
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Portfolio Compliance Reviews Monthly
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Financial Reports Printed and mailed within sixty days
fiscal year end, or 60 days fiscal
semi-annual
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Prospectus Updates Prepared and printed within five days of
the effective date of the Registration
Statement
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Review of accruals Monthly
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SCHEDULE C
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
THE KENT FUNDS
AND
OLD KENT SECURITIES CORPORATION
TRANSFER AGENT FEES
Annual Per Fund Minimum Fee: $15,000.00
Annual Per Account Fee:
Daily/Monthly Dividend $ 18.00
Annual Dividend $ 16.50
Closed Accounts $ 7.50
Multiple Classes of Shares:
Additional classes of shares created after the Effective Date of this
Agreement will be subject to an additional fee of $10,000 per class per year.
Additional Services:
Additional services such as ▇▇▇ processing, development of interface
capabilities, servicing of 403(b) and 408(c) accounts, management of cash sweeps
between DDAs and mutual fund accounts and coordination of the printing and
distribution of prospectuses, annual reports and semiannual reports are subject
to additional fees which will be quoted upon request. Programming costs or
database management fees for special reports or specialized processing will be
quoted upon request.
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16
SCHEDULE D
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
THE KENT FUNDS
AND
OLD KENT SECURITIES CORPORATION
REPORTS
1. Daily Shareholder Activity Journal
2. Daily Fund Activity Summary Report
a. Beginning Balance
b. Dealer Transactions
c. Shareholder Transaction
d. Reinvested Dividends
e. Exchanges
f. Adjustments
g. Ending Balance
3. Daily Wire and Check Registers
4. Monthly Dealer Processing Reports
5. Monthly Dividend Reports
6. Sales Data Reports for Blue Sky Registration
7. Annual report by independent public accountants concerning OKSC's
shareholder system and internal accounting control systems to be filed
with the Securities and Exchange Commission pursuant to Rule 17Ad-13 of
the Security Exchange Act of 1934, as amended.
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