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EXHIBIT 23(n)
THE KENT FUNDS
(the "Trust")
AMENDED AND RESTATED
PLAN PURSUANT TO RULE 18f-3 FOR OPERATION OF
A MULTI-CLASS SYSTEM
DATED MAY 25, 2000
I. INTRODUCTION
The Board of Trustees of The Kent Funds (the "Trust") adopted a Plan
Pursuant to Rule 18f-3 for Operation of a Multi-Class System on May 5, 1995. It
is desirable to amend the Trust's existing plan to include an additional class
of shares.
This Amended and Restated Multiple Class Plan for the Kent Funds (the
"Plan") amends and restates the Trust's existing plan in its entirety. The Plan
is adopted pursuant to Rule 18f-3(d) under the Investment Company Act of 1940,
as amended (the "1940 Act"). Shares of each of the series of the Trust listed on
Schedule A, as may be amended from time to time (each a "Fund," and collectively
the "Funds"), are distributed pursuant to a system (the "Multiple Class System")
in which each class of shares (a "Class") of a Fund represents a pro rata
interest in the same portfolio of investments of the Fund and differs only to
the extent outlined below.
II. ATTRIBUTES OF CLASSES
A. Generally
In general, shares of each Class shall be identical except for different expense
variables (which will result in different returns for each Class), certain
related rights and certain shareholder services. More particularly, each Class
of shares of a Fund shall represent interests in the same portfolio of
investments of the particular Fund, and shall be identical in all respects,
except for: (a) the method of financing certain Class expenses that may be
imposed upon a particular Class of shares and which are limited to (i)
incremental transfer agent fees identified by the transfer agent as being
attributable to a specific Class of shares; (ii) printing and postage expenses
related to preparing and distributing materials such as shareholder reports,
prospectuses, and proxies to current shareholders of a specific Class of shares;
(iii) expenses under a Distribution Plan and/or a Service Plan approved by the
Board of Trustees (individually a "Distribution Plan"); and (iv) any other
expenses subsequently identified as properly allocable to one Class so long as
any such change in expense allocations is reviewed and approved by a vote of a
majority of the Board of Trustees, including a majority of the "non-interested"
Trustees; (b) the fact that the classes shall vote separately on matters which
pertain to a Fund's Distribution Plan(s) and any other matters submitted to
shareholders which relates solely to one Class of shares; (c) the different
exchange
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privileges and other shareholder services relating to each Class of shares; (d)
the sales load applicable to a Class of shares; and (e) the designation of each
Class of shares.
B. Distribution Arrangements, Expenses and Sales Charges
ADVISOR SHARES
Advisor Shares of the Funds shall be offered to the general public and
shall initially be subject to a distribution fee payable pursuant to a
Distribution Plan. Payments under a Distribution Plan shall not initially exceed
0.25% (on an annualized basis) of the average daily net assets attributable to
the Investment Shares of a Fund. Advisor Shares shall initially be offered
subject to a sales charge (subject to certain exemptions and reductions as are
from time to time set forth in a Fund's prospectus(es)) which shall not
initially exceed 5.75% of the offering price of the Advisor Shares.
Services under a Distribution Plan may include: (a) the distribution of
shares and the forwarding of sales literature and advertising to investors; and
(b) the following support services: (i) establishing and maintaining accounts
and records; (ii) processing dividend and distribution payments; (iii) providing
information periodically to investors regarding their positions; (iv) arranging
for bank wires; (v) responding to investors, inquiries concerning their
investments; (vi) accounting or sub-accounting assistance; (vii) assisting in
processing exchange and redemption requests; (viii) assisting investors in
changing dividend options, account designations and addresses; and (ix)
providing such other similar personal services to shareholders as the Trust's
distributor may reasonably deem necessary.
INVESTMENT SHARES
Investment Shares of the Funds shall be offered to the general public and
shall initially be subject to a distribution fee payable pursuant to a
Distribution Plan. Payments under a Distribution Plan shall not initially exceed
0.25% (on an annualized basis) of the average daily net assets attributable to
the Investment Shares of a Fund. Investment Shares of each Fund shall be
initially offered without a sales charge.
Services under a Distribution Plan may include: (a) the distribution of
shares and the forwarding of sales literature and advertising to investors; and
(b) the following support services: (i) establishing and maintaining accounts
and records; (ii) processing dividend and distribution payments; (iii) providing
information periodically to investors regarding their positions; (iv) arranging
for bank wires; (v) responding to investors, inquiries concerning their
investments; (vi) accounting or sub-accounting assistance; (vii) assisting in
processing exchange and redemption requests; (viii) assisting investors in
changing dividend options, account designations and addresses; and (ix)
providing such other similar personal services to shareholders as the Trust's
distributor may reasonably deem necessary.
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INSTITUTIONAL SHARES
Institutional Shares of the Funds shall be offered to financial or other
institutions for the benefit of fiduciary, agency or custodial accounts.
Institutional Shares shall be initially offered without a sales charge and shall
not initially be subject to a distribution and/or shareholder service fee
payable pursuant to a Distribution Plan.
C. Exchange Privileges
Shareholders shall be generally permitted to exchange shares of a Fund for
the same Class of shares of any of the other series offered by the Trust. No
sales charge shall be imposed when Advisor Shares on which a shareholder
previously paid a sales charge are exchanged for Advisor Shares of another
series of the Trust. No sales charge is imposed on exchanges involving Advisor
Shares purchased by persons who are exempt from sales charge. Institutional
Shares of a Fund may be exchanged for Investment Shares of the same Fund when
the Institutional Shares are distributed to the underlying beneficial owners of
trust accounts, 401(k) plans and other fiduciary or agency accounts. No sales
charge shall be imposed in connection with such an exchange.
D. Shareholder Services
1. Automatic Investment Plan
ADVISOR SHARES
Advisor Shares shall initially offer an automatic investment plan whereby a
shareholder may automatically make purchases of shares of a Fund on a regular,
periodic basis.
INVESTMENT SHARES
Investment Shares shall initially offer an automatic investment plan
whereby a shareholder may automatically make purchases of shares of a Fund on a
regular, periodic basis.
INSTITUTIONAL SHARES
Institutional Shares shall not initially offer an automatic investment
plan.
2. Automatic Withdrawal Plan
ADVISOR SHARES
Advisor Shares shall initially offer a systematic withdrawal plan which
allows shareholders to arrange for regular monthly or quarterly fixed withdrawal
payments, if an account has a value of at least $10,000.
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INVESTMENT SHARES
Investment Shares shall initially offer a systematic withdrawal plan which
allows shareholders to arrange for regular monthly or quarterly fixed withdrawal
payments, if an account has a value of at least $10,000.
INSTITUTIONAL SHARES
Institutional shares shall not initially offer an automatic withdrawal
plan.
3. Direct Deposit
ADVISOR SHARES
Advisor Shares shall initially offer a direct deposit option which allows
shareholders to make regular investments in a Fund account by authorizing direct
deposit of their payroll, Social Security or Supplemental Security Income check.
INVESTMENT SHARES
Investment Shares shall initially offer a direct deposit option which
allows shareholders to make regular investments in a Fund account by authorizing
direct deposit of their payroll, Social Security or Supplemental Security Income
check.
INSTITUTIONAL SHARES
Institutional Shares shall not initially offer a direct deposit option.
4. Tax-Sheltered Plans
ADVISOR SHARES
Advisor Shares shall initially offer tax-sheltered plans.
INVESTMENT SHARES
Investment shares shall initially offer tax-sheltered plans for all Funds
except the Limited Term Tax-Free Fund, Intermediate Tax-Free Fund, Tax-Free
Income Fund, Michigan Municipal Bond Fund, and Michigan Municipal Money Market
Fund.
INSTITUTIONAL SHARES
Institutional Shares shall not initially offer a tax-sheltered plan.
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E. Methodology for Allocating Expenses Between Classes
In allocating expenses a determination shall be made as to which expenses
are Class level and which expenses are Fund level.
Prior to determining the day's net asset value or dividends/distributions,
the following expense items must be calculated as indicated:
1. Advisory and Administration Fee
The current day's accrual shall be calculated using the beginning of the
day's net assets of the Fund, and shall be allocated to each Class. The
effective rate used is based on the combined net assets of all classes of
shares.
2. Distribution Fee
The current day's accrual shall be calculated using the beginning of the
day's net assets for shares subject to a 12b-1 fee, based on the rates as stated
in the Fund's current prospectus, subject to the limits in the applicable
Distribution Plan. 12b-1 fees shall not be charged to the Institutional Shares
of a Fund.
3. Other Class Specific Expenses
Separate daily accruals shall be made for each Class based on existing
budgets attributable to each such Class.
4. Other Fund Expenses (including a Fund's share of Trust level
expenses)
Daily accruals shall be determined from expense budgets and will be
allocated to each Class based on the relative net assets of each Class.
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