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EXHIBIT 10.3
MEMORANDUM OF AGREEMENT
Memorandum of Agreement, dated this 16th day of May, 2003, by and among
Refco Group Ltd., LLC, a Delaware limited-liability company ("SUBLICENSEE"),
Standard & Poor's, a division of The McGraw-Hill Companies, Inc., a New York
corporation ("S&P"), and PlusFunds Group, Inc., a Delaware corporation
("PLUSFUNDS").
WITNESSETH:
WHEREAS, pursuant to that certain License Agreement, dated as of December
20, 2001 (the "LICENSE AGREEMENT"), by and between PlusFunds and S&P, S&P has
granted to PlusFunds a license to use, among other things, the S&P Managed
Futures Index, (the "INDEX"), the "SPhinX" trademark and certain other S&P marks
(as described in such License Agreement) in connection with the issuance,
distribution, marketing and/or promotion of investment vehicles, one example of
which is SPhinX Managed Futures Fund SPC, which is described in EXHIBIT A
attached hereto (the "FUND"); and
WHEREAS, Sublicensee and PlusFunds wish to promote a registered public
investment vehicle described in Exhibit B attached hereto (collectively, the
"SUBLICENSEE FUNDS") that will invest substantially all of its assets in the
Fund and use and refer to the S&P Marks (as defined in the License Agreement) in
connection with the marketing and sale of the Sublicensee Funds;
NOW, THEREFORE, in consideration of Sublicensee and PlusFunds promoting the
Sublicensee Funds and other valuable consideration, S&P, PlusFunds and
Sublicensee hereby agree as follows:
1. CAPITALIZED TERMS. Capitalized terms which are used herein without
definition and which are defined in the License Agreement shall have the same
meanings herein as in the License Agreement.
2. GRANT OF LICENSE.
(a) Subject to the terms of this Memorandum of Agreement, PlusFunds
hereby grants a royalty-free, non-exclusive sublicense to Sublicensee and its
Affiliates to use the Index and the S&P Marks in connection with the
distribution, marketing and/or promotion of the Sublicensee Fund. The foregoing
sublicense shall continue, so long as the License Agreement is in full force and
effect, subject to the requirements that (i) any Sublicensee Fund continues in
existence and (ii) Sublicensee Fund continues to invest all or substantially all
of its assets in the Fund or in the Fund's underlying Portfolio Fund Series, as
defined in the Fund's Offering Documents. Sublicensee hereby acknowledges that
it has been provided with a copy of the License Agreement (subject to the
redaction of certain commercially sensitive terms), and Sublicensee and S&P each
agree to be bound by the following provisions set forth in the License
Agreement, to the extent that such provisions are applicable to PlusFunds' use
of the Index
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and/or the S&P Marks (and expressly excluding any obligation to pay License Fees
to S&P): Sections 1(a), 4 (subject to Section 2(e) of this Memorandum of
Agreement), 6, 7(b) (provided that Sublicensee shall identify itself as
sublicensee and PlusFunds as licensee on any Informational Material), 8, 9
(provided that Sublicensee shall identify itself as sublicensee and PlusFunds as
licensee in the disclaimer required under Section 9(b), 10, 11 and 12 (excluding
Section 12(b)), and that the Sublicensee Fund shall comply with the description
in EXHIBIT B hereto instead of the description of the Fund in the License
Agreement as required under Section 9(d)), 11 and 12 thereof.
(b) S&P hereby consents to the sublicenses granted by PlusFunds to
Sublicensee pursuant to Section 2(a) above, and represents and warrants to
Sublicensee that the license granted to PlusFunds under the License Agreement
covers the Fund and the Sublicensee Fund. Sublicensee hereby acknowledges and
agrees that this Memorandum of Agreement represents the only agreement that
legitimately confers on Sublicensee any rights to use the intellectual property
licensed hereunder in connection with the Sublicensee Fund or any other
investment product of Sublicensee.
(c) In the event that PlusFunds in the future ceases to be the
investment manager of the Fund and a new investment manager is chosen to be
PlusFunds' successor, the parties acknowledge that S&P's consent to an
assignment of the License Agreement to such party shall be required and that the
absence of such consent shall result in a termination of the License Agreement.
S&P agrees not to unreasonably withhold or delay its consent to any such
proposed assignment.
(d) In the event that PlusFunds and S&P amend the License Agreement,
such amendment shall have no effect on the rights or obligations of Sublicensee
under this Memorandum of Agreement, unless and until PlusFunds, S&P and
Sublicensee agree to amend this Memorandum of Agreement in accordance therewith.
Sublicensee shall not unreasonably withhold or delay its agreement to any such
amendment.
(e) In the event that PlusFunds or S&P terminates the License
Agreement for any reason, the party that terminates the License Agreement shall
notify Sublicensee in writing of such termination, no later than the next
business day after such party notifies the other party thereof. Effective upon
any termination of the License Agreement for any reason, S&P hereby grants to
Sublicensee a royalty-free, nonexclusive license to continue to use the Index
and the S&P Marks until 90 days after Sublicensee receives notice of such
termination, in order to modify or wind down the Sublicensee Funds.
3. MISCELLANEOUS. This Memorandum of Agreement shall be governed and
construed in accordance with the laws of the State of New York. This Memorandum
of Agreement may be executed in several counterparts and by each party on a
separate counterpart, each of which when so executed and delivered shall be an
original, and all of which together shall constitute one instrument. In proving
this Memorandum of Agreement it shall not be necessary to produce or account for
more than one such counterpart signed by the party against enforcement is
sought. This Memorandum of Agreement may not be modified, amended, supplemented
or terminated except pursuant to a written instrument executed by Sublicensee,
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and each of PlusFunds and S&P. No party hereto may assign any of its right and
obligations hereunder without the consent of the other parties hereto, except
that Sublicensee may assign any or all of its rights and obligations hereunder
to any of its Affiliates.
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of
Agreement as of the date first set forth above.
REFCO GROUP LTD., LLC
By:
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Print Name:
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Title:
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STANDARD & POOR'S, a division of The McGraw-Hill
Companies, Inc.
By:
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Print Name:
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Title:
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PLUSFUNDS GROUP, INC.
By:
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Print Name:
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Title:
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ACKNOWLEDGEMENT AND CONSENT
Each of the parties set forth below hereby acknowledges and consents to the
terms of the foregoing Memorandum of Agreement. In addition, each such party
hereby agrees that in the event PlusFunds at any time ceases to be its
investment manager, each such party shall appoint another qualified investment
manager to act as its successor investment manager, subject to S&P's consent to
an assignment of the License Agreement by PlusFunds to such party.
SPHINX MANAGED FUTURES FUND SPC
By:
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Print Name:
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Title:
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EXHIBIT A
Description of the Fund
SPhinX Managed Futures Fund SPC (the "FUND") is a fund that is a private
investment company organized under the laws of the Cayman Islands. The
investment objective of the Fund is to track the price and yield performance of
the managed accounts based on the identity and weightings of the managed
accounts that are included from time to time in the Standard & Poor's(R) Managed
Futures Index.
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EXHIBIT B
Description of the Sublicensee Fund
The "Sublicensee Fund" shall be a registered public commodity pool, which
intends to replicate the Index through the purchase of shares of the Fund. The
Sublicensee Fund shall be a Delaware limited partnership designed to seek
investment returns that substantially track the Standard & Poor's(R) Managed
Futures Index.