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EXHIBIT 23(h)(8)
WAIVER AND REIMBURSEMENT AGREEMENT
Agreement ("Agreement") dated as of the 3rd day of January,
2000 by and among Kent Funds, a Massachusetts business trust and a registered
investment company under the Investment Company Act of 1940, as amended
("Kent"), Lyon street Asset Management Company ("LSAM"), and Old Kent Securities
Corporation ("OKSC"):
BACKGROUND
LSAM serves as investment adviser to each portfolio of Kent
pursuant to an Investment Advisory Agreement among LSAM and Kent dated as of
October 12, 1990, as amended.
OKSC serves as administrator, fund accountant and transfer
agent to each portfolio of Kent pursuant to an Administration Agreement, a Fund
Accounting Agreement and a Transfer Agency agreement, respectively, among OKSC
and Kent each dated as of December 1, 1999.
The parties to this Agreement wish to provide for undertakings
by LSAM and OKSC 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:
LSAM and OKSC shall, from the date of this Agreement until
December 31, 2000, waive all or a portion of their fees and/or reimburse
expenses as set forth on Exhibit A hereto.
Each of LSAM and OKSC acknowledges and agrees that it shall
not be entitled to collect on or make a claim for waived fees or reimbursed
expenses 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
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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
instrument to be executed by their officers designated below as of the day and
year first above written.
KENT FUNDS LYON STREET ASSET MANAGEMENT COMPANY
By: /s/ James F. Duca, II By: /s/ Joseph T. Keating
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Name: James F. Duca, II Name: Joseph T. Keating
Title: President Title: President
OLD KENT SECURITIES CORPORATION
By: /s/ Mark S. Crouch
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Name: Mark S. Crouch
Title: President
2
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Exhibit A
KENT FUNDS
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<CAPTION>
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Name of Portfolio Amount to be Waived
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<S> <C>
Kent Index Equity Fund - 0.05% of Investment Advisory fee
0.08% of combined Administration and Fund
Accounting fees
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Kent Government Money Market Fund - 0.15% of Investment Advisory Fee
0.08% of combined Administration and Fund
Accounting fees
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Lyon Street Institutional Money Market Fund - All amounts necessary so that after such
waivers and/or reimbursements, the maximum total
operating expense ratio of the Portfolio shall
not exceed 0.22%
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