EXHIBIT (h)(2)(b)
CONSENT TO TRANSACTION
First Data Corporation ("FDC") and PNC Bank Corp. ("PNC") have entered into
a definitive agreement pursuant to which FDC will sell its wholly owned
subsidiary, First Data Investor Services Group, Inc. ("FDISG") to PNC's wholly
owned subsidiary, PFPC Worldwide, Inc. ("PFPC") or another wholly-owned
affiliate of PNC (the "Transaction"). The Transaction is expected to close in
the fourth quarter of 1999 (the "Closing Date").
Reference is made to the Agreements listed on Exhibit A and all amendments
and supplements thereto (collectively, the "Agreement(s)") between FDISG and the
below named company or companies (the "Company") pursuant to which FDISG
provides certain services to the Company. Under the terms of the Agreements, the
consent of the Company is required in the event of a change of control of FDISG
such as described in the first paragraph above.
The undersigned, a duly authorized officer of the Company, xxxxxx agrees
and consents to the change of control of FDISG as contemplated by the
Transaction, waives any rights arising under the Agreement(s) as a result of, or
in connection with, the Transaction and acknowledges and agrees that upon the
Closing Date the Agreement(s) shall, subject to the foregoing waiver, remain in
full force and effect pursuant to its terms as in effect immediately prior to
the Closing Date.
The Funds Listed on Exhibit B
By: /S/ XXXXX X. X'XXXXXX
Name: XXXXX X. X'XXXXXX
Title: TREASURER
Date: OCTOBER 18, 1999
The Registered Investment Companies Listed on Exhibit C
By: /S/ XXXXX X. X'XXXXXX
Name: XXXXX X. X'XXXXXX
Title: TREASURER
Date: OCTOBER 18, 1999
Xxxxx Xxxxx Senior Income Trust
By: /S/ XXXXX X. X'XXXXXX
Name: XXXXX X. X'XXXXXX
Title: TREASURER
Date: OCTOBER 18, 1999
EXHIBIT A
Transfer Agency Agreement, dated as of January 1, 1998, between FDISG and
certain Xxxxx Xxxxx funds listed on Schedule A thereto.
Transfer Agency and Services Agreement, dated as of December 21, 1998, between
the Xxxxx Xxxxx-affiliated registered investment companies listed therein and
FDISG.
Transfer Agency and Services Agreement, dated as of October 19, 1998, between
Xxxxx Xxxxx Senior Income Trust and FDISG.
EXHIBIT B
Xxxxx Xxxxx Municipal Income Trust
Xxxxx Xxxxx California Municipal Income Trust
Xxxxx Xxxxx Florida Municipal Income Trust
Xxxxx Xxxxx Massachusetts Municipal Income Trust
Xxxxx Xxxxx Michigan Municipal Income Trust
Xxxxx Xxxxx New Jersey Municipal Income Trust
Xxxxx Xxxxx New York Municipal Income Trust
Xxxxx Xxxxx Ohio Municipal Income Trust
Xxxxx Xxxxx Pennsylvania Municipal Income Trust
EXHIBIT C
XXXXX XXXXX MUNICIPALS TRUST II (4 FUNDS)
Florida Insured Municipals Fund
Hawaii Municipals Fund
Kansas Municipals Fund
High Yield Municipals Fund
XXXXX XXXXX INVESTMENT TRUST (10 FUNDS)
California LM Fund
Connecticut LM Fund
Florida LM Fund
Massachusetts LM Fund
Michigan LM Fund
National LM Fund
New Jersey LM Fund
New York LM Fund
Ohio LM Fund
Pennsylvania LM Fund
XXXXX XXXXX MUNICIPALS TRUST (29 FUNDS)
Arizona Municipals Fund
Colorado Municipals Fund
Connecticut Municipals Fund
Michigan Municipals Fund
Mississippi Municipals Fund
New Jersey Municipals Fund
Pennsylvania Municipals Fund
Texas Municipals Fund
Alabama Municipals Fund
Arkansas Municipals Fund
Georgia Municipals Fund
Kentucky Municipals Fund
Louisiana Municipals Fund
Maryland Municipals Fund
Missouri Municipals Fund
North Carolina Municipals Fund
Oregon Municipals Fund
South Carolina Municipals Fund
Tennessee Municipals Fund
Virginia Municipals Fund
California Municipals Fund
Florida Municipals Fund
Massachusetts Municipals Fund
Minnesota Municipals Fund
National Municipals Fund
New York Municipals Fund
Ohio Municipals Fund
Rhode Island Municipals Fund
West Virginia Municipals Fund
XXXXX XXXXX GROWTH TRUST (6 FUNDS)
Asian Small Companies Fund
Worldwide Health Sciences Fund
Greater China Growth Fund
Growth Fund
Information Age Fund
Worldwide Developing Resources Fund
Xxxxx Xxxxx Income Fund of Boston
XXXXX XXXXX SERIES TRUST (7 FUNDS)
Capital Exchange Fund
Depositors Fund
Diversification Fund
Fiduciary Exchange Fund
Second Fiduciary Exchange Fund
The Exchange Fund of Boston
Xxxxx, Xxxxxxx Exchange Fund
Xxxxx Xxxxx Prime Rate Reserves
EV Classic Senior Floating-Rate Fund
Xxxxx Xxxxx Institutional Senior Floating Rate Fund
XXXXX XXXXX MUTUAL FUNDS TRUST (11 FUNDS)
Cash Management Fund
High Income Fund
Liquid Assets Fund
Money Market Fund
Municipal Bond Fund
Government Obligations Fund
Short-Term Treasury Fund
Tax Free Reserves
Strategic Income Fund
Tax-Managed Emerging Growth Fund
Tax-Managed Growth Fund
Tax-Managed International Emerging Growth Fund
Tax-Managed Value Fund
XXXXX XXXXX SPECIAL INVESTMENT FUND (9 FUNDS)
Emerging Growth Fund
Emerging Markets Fund
Greater India Fund
Investors Fund
Special Equities Fund
Russia and Eastern Europe Fund
Stock Fund
Total Return Trust
Institutional Emerging Markets Fund
Institutional Short Term Treasury Fund
