SUBSCRIPTION AGREEMENT
February __, 2000
whatifi Funds
000 Xxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
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 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, Whatifi Asset Management,
Inc. (the "Adviser") hereby offers 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.
The Adviser 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.
The Adviser represents and warrants to the Trust that the Shares are
being acquired by the Adviser 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:
whatifi Asset Management, Inc.
Confirmed, as of the date first above written.
By: __________________________
whatifi Funds
Chairman of the Board of
Trustees and President
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