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Exhibit 99(9)(b)(i)
FPS Services, Inc.
0000 Xxxxxxx Xxxxx
Xxxx xx Xxxxxxx, XX 00000-0000
March 3, 1998
Xx. Xxxxx X. Xxxx
Trainer, Xxxxxxx First Mutual Fds.
000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Re: Accounting Services Agreement dated July 25, 1996;
Administration Agreement dated July 25, 1996; Custody
Administration and Agency Agreement dated July 25, 1996;
Shareholder Services Agreement dated July 25, 1996 (the
"Agreements"), between Trainer, Xxxxxxx First Mutual Funds
(the "Trust") and FPS Services, Inc. ("FPS Services").
Dear Xxxxx:
FPS Services has entered into an Asset Purchase Agreement with First Data
Investor Services Group, Inc. ("First Data"), a wholly-owned subsidiary of First
Data Corporation, pursuant to which First Data would acquire substantially all
of the assets of FPS Services (the "Asset Purchase").
The Agreements require FPS Services to obtain the consent of the Trust prior to
the assignment of its interest under the Agreements. Therefore, this letter
requests your consent to FPS Services' transfer of all of its right, title,
interest and obligations under the Agreements to First Data, effective only upon
execution. Furthermore, such consent shall include extension of the Agreements
on the terms provided therein through February 28, 2000. Please indicate your
consent to the foregoing by signing and dating this letter below and forwarding
your consent to my attention at:
0000 Xxxxxxx Xxxxx,
Xxxx xx Xxxxxxx, XX 00000.
Enclosed is a unanimous consent for your Board of Trustees. This consent must be
signed by the members of your board and returned to my attention. In order to
assist the Board with their decision to allow the assignment of the contracts, I
have also enclosed packets of information on First Data and the enhanced
services which we will be able to offer under this anew arrangement.
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I would greatly appreciate your prompt attention to this matter. If you have any
questions, please call me at (000) 000-0000. Thank you for your cooperation in
connection with this matter.
Very truly yours,
/s/Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
President
Effective upon execution, the undersigned hereby consents to the foregoing
referenced assignment of all of FPS Services' right, title, interest and
obligations under the Agreements to First Data. Furthermore, the undersigned
consents to the extension of the term of the Agreements through February 28,
2000 on the same terms and conditions provided therein.
TRAINER, XXXXXXX FIRST MUTUAL FUNDS
By: /s/Xxxxx X. Xxxx
-----------------
Xxxxx X. Xxxx
Title: President
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TRAINER, XXXXXXX FIRST MUTUAL FUNDS
UNANIMOUS CONSENT OF TRUSTEES IN LIEU OF MEETING
Pursuant to the requirements of the laws of the state of Delaware
governing actions taken by unanimous consent of the Trustees, the undersigned,
being all Trustees of Trainer, Xxxxxxx First Mutual Funds (the "Trust"), a
Delaware Business Trust and operating as an open-end management investment
company under the Investment Company Act of 1940, as amended, upon due
consideration, do hereby consent to, adopt and approve the following resolutions
without any meeting thereof, with the same force and effect as if a meeting with
respect thereto had been duly called, convened and conducted:
PROPOSED RESOLUTION
WHEREAS, pursuant to the Accounting, Administration, Custody
Administration and Shareholder Services Agreements (the
"Agreements") between Trainer, Xxxxxxx First Mutual Funds
(the "Trust") and FPS Services, Inc. ("FPS Services"), FPS
Services provides certain Accounting, Administration,
Custody Administration and Shareholder Services to the
Trust; and
WHEREAS, FPS Services has entered into an Asset Purchase Agreement
with First Data Investor Services Group, Inc. ("First
Data"), a wholly-owned subsidiary of First Data Corporation,
pursuant to which First Data has acquired substantially all
of the assets of FPS Services (the "Asset Purchase"); and
WHEREAS, consummation of the Asset Purchase constitutes an assignment
under the Agreements; and
WHEREAS, the Agreements that they will not be assignable by FPS
Services without the written consent of the Trust, which
consent shall be authorized or approved by its Board of
Trustees; and
WHEREAS, the Board has evaluated the information provided by
management and FPS Services about the Asset Purchase and has
determined that the Asset Purchase will not materially alter
the terms or conditions set forth in the Agreements or
detrimentally affect the quality of service provided under
the Agreements;
NOW, THEREFORE, BE IT
RESOLVED, that effective upon execution, the Board of Trustees hereby
consents to the assignment of the Agreements to First Data,
and
FURTHER RESOLVED, that upon their assignment, the Agreements shall
continue on the same terms and conditions through February
28, 2000.
________________________ _____________________________
________________________ _____________________________
________________________ _____________________________
Filed with the minutes of the proceedings of the Board of Trustees of the Trust
on the 28TH day of APRIL , 1998.
/s/Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Secretary
