FPS SERVICES, INC.
COMPREHENSIVE SERVICES FOR MUTUAL FUNDS A FinDaTex,Inc. Company
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Ellen Bruno March 3, 1998
Weston Portfolios
20 William Street
Wellesley, MA 02181
Re: Accounting Services Agreement dated November 8, 1988; Custody
Administration and Agency Agreement December 21, 1994; Shareholder Services
Agreement dated November 8, 1988 (the "Agreements"), between Weston
Portfolios (the "Trust") and FPS Services, Inc. ("FPS Services")
Dear Ms. Bruno:
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 Agreement. 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 upon
execution. Furthermore, such consent shall include extension of the Agreements
on the terms provided therein through February 28, 1999. Please indicate your
consent to the foregoing by signing and dating this letter below and forwarding
your consent to my attention at:
3200 Horizon Drive
King of Prussia, PA 19406
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 new arrangement.
I would greatly appreciate your prompt attention to this matter. If you have any
questions, please call me at (610) 239-4501. Thank you for your cooperation in
connection with this matter.
Very truly yours,
/s/ KENNETH J. KEMPF
Kenneth J. Kempf
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,
1999 on the same terms and conditions provided therein.
Weston Portfolios
By: /s/ ELLEN BRUNO
Ellen Bruno
Title: Vice President
