SUBSCRIPTION AGREEMENT
May __, 2000
Whatifi Funds
000 Xxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
The Whatifi Funds (the "Trust") proposes to issue and sell to the
public its shares of beneficial interest without par value (the "Shares")
pursuant to a registration statement on Form N-1A (the "Registration Statement")
filed with the Securities and Exchange Commission. The Trust currently consists
of five series namely, the Whatifi S&P 500 Index Fund, the Whatifi Extended
Market Index Fund, the Whatifi International Index Fund, the Whatifi Total Bond
Index Fund and the Whatifi Money Market Fund (each a "Fund" and together, the
"Funds"). In order to provide the Trust with a net worth of at least $100,000 as
required by Section 14 of the Investment Company Act of 1940, as amended, we
hereby offer to purchase 2,000 Shares of each Fund at a price of $10.00 per
Share prior to the effective date of the Registration Statement.
We will make payment for the Shares by delivery of a certified or
official bank check in the amount of $100,000 payable to the order of the Trust
or by wire transfer prior to the date specified by the Trust as the proposed
effective date of the Registration Statement.
We represent and warrant to the Trust that the Shares are being
acquired by us for investment and not with a view to the resale or further
distribution thereof and that the Adviser has no present intention to redeem the
Shares.
The name Whatifi Funds is the designation of the Trustees under the
Certificate of Trust, dated December 15, 1999, as amended from time to time. The
Certificate of Trust has been filed with the Secretary of State of the State of
Delaware. The obligations of the Trust are not personally binding upon, nor
shall resort be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the Trust, but the Trust's
property only shall be bound.
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Please confirm that the foregoing correctly sets forth the agreement
with the Trust.
Very truly yours,
--------------------------------
By: Xxxxxx X. Xxxxxxx
Whatifi Financial, Inc.
Confirmed, as of the date first above written.
By: __________________________
Xxxxxx X. Xxxxxxx
Whatifi Funds
Chairman of the Board of
Trustees and President
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