AGREEMENT
THIS AGREEMENT, made as of this 3rd day of September, 2003, by and among
▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. ("▇▇▇▇"), an individual, the ▇.▇. ▇▇▇▇ Foundation ("Dent
Foundation"), a California public benefit corporation, and ▇.▇. ▇▇▇▇ Advisors
Inc. ("Dent Advisors") a Delaware corporation, and ▇▇▇ ▇▇▇▇▇▇ Funds Inc. ("▇▇▇
▇▇▇▇▇▇"), a Delaware corporation.
W I T N E S S E T H:
WHEREAS, Dent Advisors is a registered investment adviser under the
Investment Advisers Act of 1940, as amended, (the "Advisers Act") and Dent is a
"supervised person" of an investment adviser within the meaning of Section
203A(b) of the Advisers Act;
WHEREAS, Dent has written books entitled "The Roaring 2000s" and "The
Roaring 2000s Investor" (the "Books") which describe general investment concerns
and strategies;
WHEREAS, all proprietary rights to the Books, together with any or all of
the text, graphics, logos, and other proprietary information contained in the
Books, the names "Roaring 2000s," "Dent" and "▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇." (collectively,
the "Dent Property") are owned by Dent and Dent Foundation;
WHEREAS, ▇▇▇ ▇▇▇▇▇▇ sponsors, underwrites and distributes a wide array of
unit investment trusts ("UITs");
WHEREAS, ▇▇▇ ▇▇▇▇▇▇ desires to establish one or more UITs that will each
initially invest substantially all of its assets in securities selected by Dent
in accordance with the securities selection criteria set forth in Exhibit A
attached hereto (the "Trusts");
WHEREAS, ▇▇▇ ▇▇▇▇▇▇, on behalf of the Trusts, desires to license the Dent
Property for use in connection with the Trusts;
WHEREAS, ▇▇▇ ▇▇▇▇▇▇ further desires the services of Dent and Dent Advisors
in advising and consulting with ▇▇▇ ▇▇▇▇▇▇ with respect to securities selection
in accordance with the description of the securities selection criteria set
forth in Exhibit A attached hereto, and with respect to the investment
principles set forth in the Books and Dent's investment concerns and strategies;
and
WHEREAS, Dent and Dent Foundation are willing to license the Dent Property
to ▇▇▇ ▇▇▇▇▇▇ and the Trusts, and Dent, Dent Foundation and Dent Advisors are
willing to provide the aforesaid services to ▇▇▇ ▇▇▇▇▇▇ and the Trusts under the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and conditions contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Identification of Securities. (a) During the period commencing on the
date hereof and ending on the Termination Date (as defined in Section 5 hereof),
▇▇▇ ▇▇▇▇▇▇ shall provide Dent Advisors with reasonable advance notice of the
filing of each registration statement pertaining to a Trust ("Registration
Statement") and, subject to the foregoing, Dent and Dent Advisors will provide
to ▇▇▇ ▇▇▇▇▇▇ within ten (10) days of ▇▇▇ ▇▇▇▇▇▇'▇ written request a list of
securities that fit within the parameters described in Exhibit A in connection
with each Trust (the "Identified Securities"). Such Identified Securities will
be deposited in the related Trust's portfolio (the "Portfolio Securities");
provided, however, that ▇▇▇ ▇▇▇▇▇▇ reserves the right to modify the initial
Portfolio Securities based upon all information available to it, including,
among other factors, regulatory, market capitalization and liquidity
considerations, subject to the prior approval of Dent, which approval will not
be unreasonably withheld.
(b) Dent and Dent Advisors will provide ▇▇▇ ▇▇▇▇▇▇ with information
reasonably requested by ▇▇▇ ▇▇▇▇▇▇ about Dent, Dent Foundation, Dent Advisors
and the Portfolio Securities for use by ▇▇▇ ▇▇▇▇▇▇ in preparing updated
prospectus disclosure and marketing materials for the Trusts. Dent, Dent
Foundation and Dent Advisors also agree to review and comment upon disclosure in
the Registration Statement referred to in Section 13 hereof.
(c) Dent and Dent Advisors will provide general advice to and will consult
with ▇▇▇ ▇▇▇▇▇▇ with respect to the investment principles set forth in the Books
and Dent's investment concerns and strategies. Dent and Dent Advisors shall also
periodically consult with and advise ▇▇▇ ▇▇▇▇▇▇ regarding the securities or
methodologies used to identify those securities for inclusion in any Trust at a
time and place mutually agreed upon by the parties. With the prior consent of
Dent and Dent Advisors, which consent will not be unreasonably withheld, ▇▇▇
▇▇▇▇▇▇ may permit others to participate in these consultations.
(d) Each of Dent, Dent Foundation and Dent Advisors covenants and agrees
that he or it will not describe ▇▇▇ ▇▇▇▇▇▇'▇ services or recommend or
specifically endorse ▇▇▇ ▇▇▇▇▇▇ or its investment products. Further, each of
Dent, Dent Foundation and Dent Advisors covenants and agrees that he or it will
not, except to the extent incident to the conduct of their business (i)
recommend or endorse specific securities (except, in the case of Dent Advisors,
as part of Dent Advisors' business as an investment adviser); (ii) become
involved in any financial services offered by ▇▇▇ ▇▇▇▇▇▇ or any other
broker-dealer, including (A) opening, maintaining, administering, or closing
customer brokerage accounts with ▇▇▇ ▇▇▇▇▇▇ or any other broker-dealer; (B)
soliciting, processing, or facilitating securities transactions relating to
customer brokerage accounts with ▇▇▇ ▇▇▇▇▇▇ or any other broker-dealer; (C)
extending credit to any customer for the purpose of purchasing securities
through, or carrying securities with, ▇▇▇ ▇▇▇▇▇▇ or any other broker-dealer; (D)
answering customer inquiries or engaging in negotiations involving brokerage
accounts or securities transactions; (E) accepting customer securities orders,
selecting among broker-dealers or routing orders to markets for execution; (F)
handling funds or securities of customers of ▇▇▇ ▇▇▇▇▇▇ or any other
broker-dealer, or effecting clearance or settlement of customer securities
trades; or (G) resolving or attempting to resolve any problems, discrepancies,
or disputes involving customer accounts of ▇▇▇ ▇▇▇▇▇▇ or any other broker-dealer
or related transactions; provided, however, that nothing herein shall be deemed
to govern or limit actions of Dent or Dent Advisors with respect to parties
other than ▇▇▇ ▇▇▇▇▇▇ except when such actions relate to, or could reasonably be
deemed to relate to, ▇▇▇ ▇▇▇▇▇▇ or the Trusts.
(e) Each of Dent, Dent Foundation and Dent Advisors represents and warrants
that neither it nor any of its officers, directors or employees (i) is subject
to an order of the SEC issued under section 15(b) of the Securities Exchange Act
of 1934 ("Exchange Act"), (ii) has been convicted within the previous ten years
of any felony or misdemeanor involving conduct described in section 15(b)(4) of
the Exchange Act, (iii) has been found by the SEC to have engaged, or has been
convicted of engaging, in any of the conduct specified in paragraphs (B), (D) or
(E) of section 15(b)(4) of the Exchange Act, or (iv) has been the subject of an
order, judgment or decree described in section 15(b)(4)(C) of the Exchange Act.
This representation shall survive the termination of this Agreement for so long
as ▇▇▇ ▇▇▇▇▇▇ or a Trust is obligated to make payments to the Dent, Dent
Foundation or Dent Advisors hereunder.
2. Grant of License. (a) Subject to the terms and conditions of this
Agreement, Dent and Dent Foundation hereby grant to ▇▇▇ ▇▇▇▇▇▇ and the Trusts an
exclusive worldwide license to use and refer to the Dent Property in any manner
desired by ▇▇▇ ▇▇▇▇▇▇ in connection with the Trusts, provided, however, that (i)
▇▇▇ ▇▇▇▇▇▇ and the Trusts may not republish the Books in their entirety without
any necessary consent from the publisher of the Books, (ii) ▇▇▇ ▇▇▇▇▇▇ will not
use more than five (5) slides from Dent materials in any marketing brochure or
seminar, and (iii) ▇▇▇ ▇▇▇▇▇▇ will obtain prior approval from Dent prior to the
release of any marketing materials or seminar that make reference to Dent, Dent
Foundation, Dent Advisors or the Dent Property.
(b) Each of Dent, Dent Foundation and Dent Advisors covenants and agrees
that no person or entity other than ▇▇▇ ▇▇▇▇▇▇ shall need to obtain any other
license with respect to the Dent Property in connection with the initial sale of
the Trusts or subsequent resales of the Trusts in the secondary market.
(c) Each of Dent and Dent Foundation represents and warrants that they own
all proprietary rights in and to the Dent Property and have the right to license
the same to ▇▇▇ ▇▇▇▇▇▇ and the Trusts pursuant to this Agreement.
(d) ▇▇▇ ▇▇▇▇▇▇, on behalf of the Trusts, acknowledges that each of Dent,
Dent Foundation and Dent Advisors have represented and warranted that the Dent
Property is the exclusive property of Dent and Dent Foundation and that Dent and
Dent Foundation have and retain all proprietary rights there except to the
extent otherwise provided herein. Except as otherwise specifically provided
herein, Dent and Dent Foundation reserve all rights to the Dent Property, and
this Agreement shall not be construed to transfer to ▇▇▇ ▇▇▇▇▇▇ or the Trusts
any ownership right to, or equity interest in, any of the Dent Property.
3. Services Unique. The parties hereto agree that the services to be
performed by Dent, Dent Foundation and Dent Advisory to the Trusts as set forth
in Sections 1 and 2 herein are unique and may not be performed by anyone other
than Dent and Dent Advisors.
4. Fees. (a) For the services to be performed pursuant to Section 1, ▇▇▇
▇▇▇▇▇▇, on behalf of each Trust, agrees that each Trust shall pay Dent Advisors
a fee equal to fifteen basis points (0.15%) of the aggregate Evaluation Price of
all assets comprising such UIT as of the end of the primary offering period of
each Trust (the "Portfolio Consultant Fee"). Such fee shall be paid by the
trustee of a particular Trust to Dent Advisors within fifteen (15) days
following the end of the primary offering period of such Trust.
(b) For the license granted pursuant to Section 2, ▇▇▇ ▇▇▇▇▇▇, on behalf of
each Trust, agrees that the first Trust created on or after the date of this
Agreement shall pay Dent Foundation on a quarterly basis a fee equal to one and
one-quarter basis points (0.0125%) of the aggregate Evaluation Price of such UIT
as of the end of such quarter and that each subsequent Trust shall pay Dent
Foundation on a quarterly basis a fee equal to one and three-quarters basis
points (0.0175%) of the aggregate Evaluation Price of such UIT as of the end of
such quarter (the "License Fee"). Such fee shall be paid by the trustee of a
particular Trust to Dent Foundation within fifteen (15) days following the end
of each quarter such Trust exists as a legal entity.
(c) "Evaluation Price" shall mean the "current net asset value" of a Trust
as defined in the Investment Company Act of 1940, as amended.
5. Term. Subject to the provisions of Section 10, the term of this
Agreement shall be the earlier of two (2) years from the date first above
written or until all of the Trusts are liquidated and their legal existences
terminated ("Termination Date"), provided, however, that ▇▇▇ ▇▇▇▇▇▇ agrees that
it will not create any Trust beyond the second anniversary of the date first
above written.
6. Exclusivity. Each of Dent, Dent Foundation and Dent Advisors covenants
and agrees that during the term of this Agreement none of Dent, Dent Foundation
nor Dent Advisors, or anyone acting on behalf of any of the aforesaid parties
shall take any action to market or promote any UIT other than the Trusts or
shall permit the use of any of the Dent Property in connection with the
creation, marketing or promotion of any UIT other than the Trusts.
Notwithstanding the preceding sentence, nothing contained herein shall prohibit
Dent, Dent Foundation or Dent Advisors, in the normal course of their
businesses, from (a) developing and promoting investment allocations that
include UITs other than the Trusts or (b) accepting speaking engagements from a
company that sponsors UITs, provided that none of Dent, Dent Foundation or Dent
Advisors license any Dent Property to or in connection with such a UIT or
company or provide consulting services to such a UIT. Nothing contained herein
shall limit the right of Dent, Dent Foundation or Dent Advisors to sponsor,
create, market or promote any investment company (as defined in Section 3(a)(1)
of the Investment Company Act of 1940, as amended, disregarding the provisions
of Sections 3(b) and 3(c) thereof), other than a UIT.
7. Assignment. None of the parties hereto may assign (including within the
meaning of the Investment Advisers Act of 1940, as amended) its respective
rights and obligations under this Agreement without the prior written consent of
the others.
8. Relationship of the Parties. The parties understand and agree that this
Agreement shall not be deemed to create any partnership or joint venture between
▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇, ▇▇▇▇ Foundation or Dent Advisors, and that the services
performed hereunder by Dent, Dent Foundation and Dent Advisors shall be as
independent contractors and not as employees or agents of ▇▇▇ ▇▇▇▇▇▇. ▇▇▇▇, ▇▇▇▇
Foundation and Dent Advisors shall have no authority whatsoever to bind ▇▇▇
▇▇▇▇▇▇ on any agreement or obligation and each of Dent, Dent Foundation and Dent
Advisors agree that he or it shall not hold itself out as an employee or agent
of ▇▇▇ ▇▇▇▇▇▇.
9. Termination. (a) Dent, Dent Foundation and Dent Advisors may terminate
this Agreement immediately upon a material breach of any representation,
warranty or covenant of ▇▇▇ ▇▇▇▇▇▇ that is not remedied within ten (10) business
days after written notice.
(b) ▇▇▇ ▇▇▇▇▇▇ may terminate this Agreement immediately upon a material
breach of any representation, warranty or covenant of Dent, Dent Foundation or
Dent Advisors that is not remedied within ten (10) business days after written
notice thereof.
(c) Dent, Dent Foundation and Dent Advisors and ▇▇▇ ▇▇▇▇▇▇ may terminate
this Agreement at any time upon the execution by all parties of a written
agreement to that effect.
Any termination under Section 9(a) or (b) shall not limit any other
remedies for breach the non-breaching parties may have at law or in equity.
Notwithstanding any provision of this Agreement to the contrary, termination of
this Agreement shall not constitute termination of any Trust.
10. Confidentiality. (a) The parties agree that certain material and
information which has or may come into the possession or knowledge of each in
connection with this Agreement or the performance hereof (e.g., proprietary
business information (including, without limitation, the names and addresses or
other personal information of customer, distributors, information providers and
suppliers)), consists of confidential and proprietary data whose disclosure to
or use by third parties would be damaging. In addition, the parties may
reasonably designate, by notice in writing delivered to the other parties, other
information as being confidential or a trade secret.
(b) All such proprietary or confidential information of each party hereto
shall be kept secret by every other party to the degree it keeps secret its own
confidential or proprietary information. Such information belonging to any party
shall not be disclosed by another party to its employees, officers, agents,
service providers or affiliates, except on a need-to-know basis, but may be
disclosed by such other party to State, Federal, or other governmental agencies,
authorities or courts as required by law or regulation, or upon their order or
request provided prompt notice of such order or request is given by such other
party to the party to which such information belongs, if such notice is legally
permitted.
(c) No information that would otherwise be proprietary or confidential for
purposes of this Agreement pursuant to subsections (a) or (b) above shall be
subject to the restrictions on disclosure imposed by this Section in the event
and to the extent that (i) such information is in, or becomes part of, the
public domain otherwise than through the fault of a party to which such
information does not belong, (ii) such information was known to such party prior
to the execution of this Agreement, or (iii) such information was revealed to
such party by a third person, and which the receiving party reasonably believes
has been obtained by such third person not in violation of any existing
confidentiality or non-disclosure agreement.
(d) Each party acknowledges and agrees that a breach of this Section 10
would cause a permanent and irreparable damage for which money damages would be
an inadequate remedy. Therefore, each party shall be entitled to seek equitable
relief (including injunction and specific performance) in the event of any
breach of the provisions of this Section 10, in addition to all other remedies
available to such party at law or in equity.
(e) The covenants set forth in this Section 10 shall survive the
termination of this Agreement.
11. Covenants. During the period of this Agreement and for as long as any
of the Trusts remains outstanding, each of the parties agree to:
(a) comply with all codes, regulations and laws applicable to the
performance of its obligations under this Agreement and obtain or have obtained
all necessary permits, licenses and other authorizations necessary for such
performance and maintain its business reputation and good standing;
(b) take such other actions as the other parties hereto may reasonably
request to more effectively carry out its obligations under this Agreement; and
(c) do, or cause to be done, all things necessary, proper or advisable
under applicable laws and regulations, including, but not by way of limitation,
obtaining all consents, approvals, and authorizations, required of such party in
connection with the consummation of the transactions contemplated by this
Agreement. No party shall take any action that would be expected to result in
any of its representations and warranties set forth in this Agreement being or
becoming untrue in any material respect.
In addition, Dent, Dent Foundation and Dent Advisors may not refer to ▇▇▇
▇▇▇▇▇▇ or any affiliates in any kind of communications, whether oral, written or
electronic, or otherwise, and whether in a Dent, Dent Foundation or Dent
Advisors piece or in response to questions of the media or others, without ▇▇▇
▇▇▇▇▇▇'▇ prior written consent, except that Dent, Dent Foundation and Dent
Advisors may state that Dent or Dent Advisors act as consultants to the Trusts
and may describe the services provided under this Agreement to the extent that
such services are described in any Registration Statement or other publicly
available materials produced by ▇▇▇ ▇▇▇▇▇▇.
12. Indemnification. (a) In the event any claim is brought by any third
party against Dent, Dent Foundation or Dent Advisors that relates to, arises out
of or is based upon the performance by ▇▇▇ ▇▇▇▇▇▇ of its obligations hereunder,
or the failure of ▇▇▇ ▇▇▇▇▇▇, or any of ▇▇▇ ▇▇▇▇▇▇'▇ affiliates, as applicable,
to comply with any law, rule or regulation relating to the Trusts, Dent, Dent
Foundation or Dent Advisors, as applicable, shall promptly notify ▇▇▇ ▇▇▇▇▇▇,
and ▇▇▇ ▇▇▇▇▇▇ shall defend such claim at ▇▇▇ ▇▇▇▇▇▇'▇ expense and under ▇▇▇
▇▇▇▇▇▇'▇ control. ▇▇▇ ▇▇▇▇▇▇ shall indemnify and hold harmless Dent, Dent
Foundation or Dent Advisors, as applicable, against any judgment, liability,
loss, cost or damage (including litigation costs and reasonable attorneys' fees)
arising from or related to such claim whether or not such claim is successful.
Dent, Dent Foundation and Dent Advisors shall have the right, at their expense,
to participate in the defense of such claim through counsel of their own
choosing; provided, however, that ▇▇▇ ▇▇▇▇▇▇ shall not be required to pay any
settlement amount that it has not approved in advance. Notwithstanding the
above, Dent, Dent Foundation and Dent Advisors shall not be entitled to
indemnification hereunder to the extent that the judgment, liability, loss, cost
or damage arising from a claim for which indemnification is sought hereunder
results directly or indirectly from the negligence or willful misconduct of
Dent, Dent Foundation or Dent Advisors.
(b) In the event any claim is brought by any third party against ▇▇▇
▇▇▇▇▇▇, any of the Trusts, or any of ▇▇▇ ▇▇▇▇▇▇'▇ affiliates that relates to,
arises out of or is based upon the performance by Dent, Dent Foundation or Dent
Advisors of their respective obligations hereunder, or the failure of Dent, Dent
Foundation or Dent Advisors to comply with any law, rule or regulation, ▇▇▇
▇▇▇▇▇▇, the Trusts, or ▇▇▇ ▇▇▇▇▇▇'▇ affiliates, as the case may be, shall
promptly notify Dent, Dent Foundation or Dent Advisors, as applicable, and Dent,
Dent Foundation or Dent Advisors shall defend such claim at its expense and
under its control. Dent, Dent Foundation and Dent Advisors shall indemnify and
hold harmless ▇▇▇ ▇▇▇▇▇▇, the Trusts, and ▇▇▇ ▇▇▇▇▇▇'▇ affiliates against any
judgment, liability, loss, cost or damage (including litigation costs and
reasonable attorneys' fees) arising from or related to such claim, whether or
not such claim is successful. ▇▇▇ ▇▇▇▇▇▇, the Trusts, or ▇▇▇ ▇▇▇▇▇▇'▇
affiliates, as the case may be, shall have the right, at their expense, to
participate in the defense of such claim through counsel of their own choosing;
provided, however, Dent, Dent Foundation and Dent Advisors shall not be required
to pay any settlement amount that it has not approved in advance.
Notwithstanding the above, neither ▇▇▇ ▇▇▇▇▇▇, the Trusts, nor any of ▇▇▇
▇▇▇▇▇▇'▇ affiliates shall be entitled to indemnification hereunder to the extent
that the judgment, liability, loss, cost or damage arising from a claim for
which indemnification is sought hereunder results directly or indirectly from
the negligence or willful misconduct of ▇▇▇ ▇▇▇▇▇▇, the Trusts, or ▇▇▇ ▇▇▇▇▇▇'▇
affiliates.
(c) The indemnifications set forth in this Section 12 shall survive the
termination of this Agreement for any cause whatsoever.
13. Review of Registration Statement. Each of Dent, Dent Foundation and
Dent Advisors hereby acknowledges that he or it has reviewed and had an
opportunity to comment upon those provisions of the Registration Statement, as
amended, specifically referring to or describing Dent, Dent Foundation or Dent
Advisors and the securities selection process. For purposes of the foregoing, a
draft of the Registration Statement is attached hereto as Exhibit B.
14. Arbitration and Governing Law. (a) Any dispute, controversy or
difference which may arise among the parties hereto out of or in connection with
this Agreement or any agreement entered into among the parties pursuant to this
Agreement or any breach hereof or thereof shall, if possible, be settled by
mutual consultation in good faith between senior executive officers of the
parties having requisite decision making authority. Such mutual consultation
shall take place as soon as practicable after the receipt by one party of a
written notice from another party describing the dispute, controversy or
difference between them. Except as provided in Section 10, in the event that the
dispute is not resolved to the satisfaction of such parties by such consultation
within 90 days of the written notice given to one party pursuant to this Section
14(a), either party to the dispute may initiate the arbitration procedure set
forth in Section 14(b) of this Agreement. Such arbitration shall be the
exclusive method for resolving any such unresolved disputes.
(b) Subject to Section 14(a), all disputes arising in connection with this
Agreement that are not resolved as contemplated by Section 14(a), shall be
finally settled under the Rules of the American Arbitration Association (the
"Rules") by one or more arbitrators appointed in accordance with the said Rules.
Such arbitration shall be held in New York, New York in accordance with the
Rules.
(c) This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York.
(d) An arbitration award rendered shall be final and binding upon the
parties hereto. The amount of the costs of any such arbitration and by whom they
shall be paid will be determined as part of the arbitration. Judgment upon such
arbitration award may be entered in any court having jurisdiction over the
parties or their assets.
15. Waiver of Breach. The failure of any party to require the performance
of any term of this Agreement or the waiver of any party of any breach hereunder
shall not prevent a subsequent enforcement of such term nor be deemed a waiver
of any subsequent breach.
16. Scope of Agreement. This document constitutes the entire Agreement of
the parties with respect to the subject matter hereof, supersedes all prior oral
or written agreements, and can be amended only by a writing executed by all of
the parties.
17. Notices. All notices from any party to the other pursuant to this
Agreement shall be in writing or by facsimile transmission and shall be sent to
the following addresses, or to such addresses as the parties hereto may be
notified in writing from time to time:
If to Dent, Dent Foundation or Dent Advisors:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇
If to ▇▇▇ ▇▇▇▇▇▇:
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
With copy to Office of General Counsel
Notices shall be deemed given upon receipt via certified mail, overnight
courier, or hand delivery.
18. Severability. In the event that any provision of this Agreement or
application hereof to any person or in any circumstances shall be determined to
be invalid, unlawful, or unenforceable to any extent, the remainder of this
Agreement, and the application of any provision to persons or circumstances
other than those as to which it is determined to be unlawful, invalid or
enforceable, shall not be affected thereby, and each remaining provision of this
Agreement shall continue to be valid and may be enforced to the fullest extent
permitted by law.
19. Conflicts. In the event that any provision in this Agreement conflicts
in any way with the trust agreement governing a particular Trust, the provisions
of the trust agreement in respect thereof shall control.
20. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement
to be executed by a duly authorized representative thereof as of the date first
above written.
▇▇▇ ▇▇▇▇▇▇ FUNDS INC.
By
Name_____________________________________________________
Title____________________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-----------------------------------------
▇.▇. ▇▇▇▇ FOUNDATION
By
Name_____________________________________________________
Title____________________________________________________
▇.▇. ▇▇▇▇ ADVISORS INC.
By
Name_____________________________________________________
Title____________________________________________________
EXHIBIT A
DESCRIPTION OF SECURITY SELECTION CRITERIA
Securities will be selected using concepts outlined in The Roaring 2000s
and/or The Roaring 2000s Investor, written by ▇▇. ▇▇▇▇, or by ▇▇. ▇▇▇▇'▇ general
analysis of economic, technological and demographic trends in society apart from
the books. The securities will be selected in an effort to take advantage of the
insights, philosophies and strategies discussed in these books or through ▇▇.
▇▇▇▇'▇ independent analysis of economic, technological and demographic trends in
society. One of ▇▇. ▇▇▇▇'▇ fundamental beliefs is that demographic trends drive
the economy and are key to long-term forecasting. Based on ▇▇. ▇▇▇▇'▇ current
analysis, the portfolio selection may focus on securities from certain
identified sectors, market capitalizations, countries or regions. The securities
selection will seek to leverage demographic, economic and lifestyle trends.
EXHIBIT B
REGISTRATION STATEMENT
Attached
