ATLAS ASSETS LETTERHEAD
August 5, 2000
ATLAS ADVISERS, INC.
000 Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Ladies and Gentlemen:
This will confirm our agreement with respect to the reduction by
you in the operating expenses for the Atlas S&P 500 Index (the "Fund") of Atlas
Assets, Inc. (the "Company").
You have agreed that, during the Company's fiscal years ended
December 31, 2000, you will waive investment management fees and reimburse other
operating expenses of the Fund to the extent necessary to ensure that the total
operating expenses of the Fund do not exceed 0.50% of the average daily net
assets of the Fund (the "Expense Cap").
The Company has agreed that the amount of any such waiver or
reimbursement with respect to the Fund during a fiscal year will be repaid to
you by the Fund at any time before the end of the fifth full fiscal year of the
Company after the fiscal year in which such waiver or other reimbursement
occurred, without interest; provided, however, that any such repayment shall be
made only if, and to the extent that, such repayment does not cause the
aggregate operating expenses of the Fund to exceed any Expense Cap for the
fiscal year in which the repayment is made. If any such waiver or reimbursement
for any fiscal year is not fully repaid to you by the time specified above, your
right to obtain such repayment will expire. In addition, your right to obtain
such repayment from the Fund will expire upon termination of your Investment
Advisory Agreement with respect to the Fund.
This letter supersedes all prior agreements between us with
respect to the Expense Cap for the Fund.
Please sign this letter below to confirm our agreement regarding
this matter.
Very truly yours,
/s/ Xxxxx X. XxXxxxx
Group Senior Vice President
Chief Operating Officer
AGREED:
ATLAS ADVISERS, INC.
By: /s/ Xxxxx X. XxXxxxx
----------------------------
Group Senior Vice President
Chief Operating Officer
