SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
July 11, 2000
BY EDGAR
United States Securities
and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Laura J. Riegel, Esq.
Whatifi Funds
Registration Statement on Form N-1A
File No. 333-93421
Ladies and Gentlemen:
The above-referenced Funds (the "Funds") and their investment adviser,
Whatifi Asset Management, Inc. (the "Adviser") hereby undertake to file as soon
as practicable a post-effective amendment pursuant to Rule 485(b) under the
Securities Act of 1933, as amended to make certain changes requested by the
Commission's staff in the Funds' registration statement currently on file with
the Commission as Pre-Effective Amendment No. 3 and certain clarifying changes
to the investment advisory agreement between the Adviser and the Funds and
certain changes to Schedule A of the Administration Agreement with BISYS.
1. Investment Advisory Agreement. The Funds and Whatifi have added the
following disclosures:
Section 5 is amended to read
"The Adviser will pay all of the expenses of each class of
each series of the Trust's shares that it shall manage,
including also the fees and expenses of the corresponding
Master Portfolios, other than interest, taxes, brokerage
commissions, extraordinary expenses and expenses incurred in
connection with the provision of shareholder services and
distribution services."
<PAGE>
Please note that "shareholder services and distribution services" above
refer to Rule 12b-1 and/or shareholder servicing fees, neither of which the
Funds currently impose.
A new Section 7 has been added:
"7. Low Account Balance Maintenance Fee. It is hereby
recognized and understood that the Funds may apply a quarterly
low account balance maintenance fee upon shareholders who fail
to maintain a total (sum of investment in all of the Funds)
account balance of $10,000. This fee applies to the
shareholder's total account with the Funds and is not a fee
charged to the Funds. The fee is payable to the Adviser. As
from time to time disclosed in the Registration Statement,
shareholders will have certain time periods in which they may
meet the prescribed minimum account balance.
All section numbers from 8 onward have been renumbered.
A new Exhibit B has been added as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
EXHIBIT B
Annual Advisory Annual Administrative
Name of Barclays Fee Fee
Global Fund Advisers (as percentage of average (as percentage of average
Master Portfolio daily net assets) daily net assets)
---------------- ----------------- -----------------
S&P 500 Index Portfolio 0.05% N/A
Extended Index Portfolio 0.08% 0.02%
International Index Portfolio 0.15%* 0.10%
Bond Index Portfolio 0.08% N/A
Money Market Portfolio 0.10% N/A
-----------------------
* Such fee declines to 0.07% after such Portfolio's assets reach $1 billion.
</TABLE>
<PAGE>
Schedule A to the Administration Agreement
In the second paragraph under "term" in Schedule A to the Fund's
Administration Agreement with BISYS in the first sentence after Trust, there has
been inserted "and the Adviser." In the second sentence of such paragraph, there
is inserted after the first "and", "unpaid by the Adviser." In the third
sentence of such paragraph there is inserted after "entitled to", "collect from
Adviser."
* * * * *
We trust the above is responsive to the staff's request. It is expected
that Post-effective amendment No. 1 will be filed in the next day or so. If you
have any questions or if I may be of further assistance, please telephone me at
(202) 775-1201. Thank you.
Very truly yours,
/s/David M. Leahy
David M. Leahy
c: Mr. Harris A. Fricker
