(d)(3)
FORM OF
SUBADVISORY AGREEMENT
THIS AGREEMENT is made as of February 23, 2007 among Atlas Funds
(the "Trust") on behalf of each series of the Trust listed in Appendix A hereto,
as amended from time to time (hereinafter referred to individually as a "Fund"
and collectively as the "Funds"), Atlas Advisers, Inc. (the "Adviser"), and
BlackRock Investment Management, LLC (the "Sub-Adviser").
WHEREAS, the Trust is registered as an open-end, diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act");
WHEREAS, the Trust has retained the Adviser to render investment
management and administrative services to the Funds;
WHEREAS, the Adviser desires to retain the Sub-Adviser to assist it
in the provision of a continuous investment program for the Funds and the
Sub-Adviser is willing to do so; and
WHEREAS, the Sub-Adviser is willing to furnish such services upon
the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Adviser hereby appoints the Sub-Adviser to act as the
sub-adviser to the Funds as permitted by the Adviser's Advisory Agreement with
the Trust pertaining to the Funds. Intending to be legally bound, the
Sub-Adviser accepts such appointment and agrees to render the services herein
set forth for the compensation herein provided.
2. Subadvisory Services. Subject to the resolutions of the Trust's Board
of Trustees, the directives of the Adviser and the terms of the Funds'
Prospectus and Statement of Additional Information delivered to the Sub-Adviser
from time to time, the Sub-Adviser will assist the Adviser in providing a
continuous investment program with respect to the Funds' portfolio, including
investment research and management with respect to all securities and
investments and cash equivalents in the Funds. Adviser authorizes Sub-Adviser
to: (i) buy, sell, exchange, convert, and otherwise trade and deal in any and
all securities as Sub-Adviser may, in its discretion, select in its performance
of duties hereunder; (ii) establish and deal through accounts with one or more
parties, including, but not limited to, securities brokers and dealers, banks
and custodians, as Sub-Adviser may select to effect the portfolio transaction
contemplated herein; and (iii) vote proxies. The discretionary authority granted
herein shall remain in full force and effect until Sub-Adviser receives written
notice of its termination or the termination of this Agreement. The Sub-Adviser
shall not be deemed to have acted unlawfully or to have breached any duty
created by this Agreement or otherwise solely by reason of its having exercised
its discretionary authority hereunder. The Sub-Adviser will provide services
under this Agreement, in its sole discretion and without prior consent of the
Adviser, including but not limited to making investment decisions on behalf of
the Funds and placing all orders for the purchase and sale of Funds' assets in
accordance with the Funds' investment objectives, policies and restrictions as
stated in the Funds' prospectus, statement of additional information and
resolutions of the Trust's Board of Trustees applicable to the Funds ("Fund
Documents"), as provided to the Sub-Adviser in writing by the Adviser from time
to time. Until the Adviser delivers to the Sub-Adviser any supplements or
amendments to the Fund Documents, the Sub-Adviser shall be fully protected in
relying on the most recent versions of such documents previously furnished to
the Sub-Adviser. In addition, Adviser shall furnish the Sub-Adviser with a
certified copy of any financial statement prepared for the Trust with respect to
the Funds by certified or independent auditors, and with copies of any financial
statements made by the Trust to shareholders or to any state or federal
regulatory agency. Adviser shall also inform the Sub-Adviser of the results of
any audits or examinations by regulatory authorities pertaining to the
Sub-Adviser's responsibilities for the Funds. Adviser further agrees to furnish
the Sub-Adviser with any materials or information that the Sub-Adviser may
reasonably request to enable it to perform its functions under this Agreement.
The Adviser hereby acknowledges that in performing its obligations pursuant to
this agreement Sub-Adviser will be acting in reliance on the information
provided by Adviser relating to the financial condition, tax status, and
investment objectives of the Funds.
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Subadvisory Agreement among Atlas Advisers, Inc., Atlas Funds and
BlackRock Investment Management, LLC
Dated February 23, 2007
Page 2 of 12
Without limiting the generality of the foregoing, the Sub-Adviser
further agrees that it will, with respect to the Funds:
(a) determine from time to time what securities and other
investments will be purchased, retained or sold for the Funds;
(b) place orders pursuant to its investment determinations for the
Funds either directly with the issuer or with any broker or
dealer;
(c) not purchase shares of the Funds for itself or for accounts
with respect to which it exercises sole investment discretion
in connection with such transactions except as permitted by
the Trust's Board of Trustees or by federal, state and local
law;
(d) manage the Funds' overall cash position;
(e) attend periodic business and investment-related meetings with
the Trust's Board of Trustees and the Adviser if reasonably
requested to do so by the Trust and/or the Adviser, and such
other meetings as may be mutually agreed;
(f) respond to requests from the Adviser or the Funds' custodian
for assistance in obtaining the Sub-Adviser's price sources or
other information and analysis pertinent to pricing
determinations for securities held by the Funds, for purposes
of assisting the Trust in calculating net asset value of the
Funds in accordance with valuation procedures and methods
established by the Board of Trustees, for which determination
of such net asset value the Trust hereby acknowledges and
agrees that it shall have sole responsibility. However,
Sub-Adviser shall have no obligation to obtain price sources
or other information and analysis for securities held by the
Funds if such securities are not also held by a portfolio
managed by the Sub-Adviser;
================================================================================
Subadvisory Agreement among Atlas Advisers, Inc., Atlas Funds and
BlackRock Investment Management, LLC
Dated February 23, 2007
Page 3 of 12
(g) ensure that, if required, securities are identified for proper
segregation and collateralization;
(h) maintain books and records with respect to the securities
transactions for the Funds, furnish to the Adviser and the
Trust's Board of Trustees such periodic and special reports as
they may reasonably request with respect to the Funds, and
provide in advance to the Adviser all reports to the Board of
Trustees for examination and review within a reasonable time
prior to the Trust's Board meetings; and
(i) vote proxies in accordance with such proxy policies and
procedures as may be mutually agreed from time to time and
provide such information regarding such proxies and its
exercise of proxy voting authority as reasonably requested by
the Adviser, including information sufficient to prepare
annual proxy voting record filings with the Securities and
Exchange Commission on Form N-PX.
In addition, the Sub-Adviser shall have no power, authority,
responsibility, or obligation hereunder to take any action with regard to any
claim or potential claim in any bankruptcy proceedings, class action securities
litigation, or other litigation or proceeding affecting securities held at any
time in the Funds, including, without limitation, to file proofs of claim or
other documents related to such proceedings (the "Litigation"), or to
investigate, initiate, supervise, or monitor the Litigation involving Funds'
assets, and the Adviser acknowledges and agrees that no such power, authority,
responsibility or obligation is delegated hereunder. Nevertheless, the
Sub-Adviser agrees that it shall provide the Adviser with any and all
documentation or information relating to the Litigation as may reasonably be
requested by the Adviser.
3. Representations and Warranties.
(a) The Sub-Adviser represents, warrants and agrees that it has
all requisite power and authority to enter into and perform
its obligations under this Agreement, and has taken all
necessary corporate action to authorize its execution,
delivery and performance of this Agreement. The Sub-Adviser
represents, warrants and agrees that it is registered as an
adviser under the Investment Advisers Act of 1940, as amended.
(b) The Adviser hereby warrants and represents to the Subadviser
that (i) it has obtained all applicable licenses, permits,
registrations and approvals that may be required in order to
serve in its designated capacities with respect to the Funds,
and shall continue to keep current such licenses, permits,
registrations and approvals for so long as this Agreement is
in effect; (ii) it will immediately notify the Sub-Adviser of
the occurrence of any event that would disqualify it from
serving in its designated capacities with respect to the
Funds; (iii) this Agreement has been duly and validly
authorized, executed and delivered on behalf of the Adviser
and is a valid and binding agreement of the Adviser
enforceable in accordance with its terms; and (iv) it has
received a copy of the Sub-Adviser's Advanced Disclosure
Statement ("Form ADV") at least 48 hours prior to the
execution of this Agreement and has delivered a copy of the
same to the Trust.
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Subadvisory Agreement among Atlas Advisers, Inc., Atlas Funds and
BlackRock Investment Management, LLC
Dated February 23, 2007
Page 3 of 12
4. Covenants by the Sub-Adviser. The Sub-Adviser agrees that it will:
(a) conform with all Rules and Regulations of the Securities and
Exchange Commission;
(b) to the extent reasonably requested by the Trust, use its best
efforts to assist the Chief Compliance Officer of the Trust in
respect of Rule 38a-1 under the 1940 Act, including, without
limitation, providing the Chief Compliance Officer of the
Trust with (i) current copies of the compliance policies and
procedures of the Sub-Adviser in effect from time to time
(including prompt notice of any material changes thereto),
(ii) a summary of such policies and procedures in connection
with the annual review thereof by the Trust required under
Rule 38a-1 of the 1940 Act, (iii) prompt notice of any
material changes to such policies and procedures; and (iv)
upon request, a certificate of the chief compliance officer of
the Sub-Adviser to the effect that the policies and procedures
of the Sub-Adviser are reasonably designed to prevent
violation of the Federal Securities Laws (as such term is
defined in Rule 38a-1);
(c) provide trade information to the Adviser or its designee - in
a manner mutually agreed upon by the Adviser and the
Sub-Adviser -- on the first business day following the day of
the trade and cause broker confirmations to be sent directly
to the Adviser or its designee;
(d) (1) treat confidentially and as proprietary information of the
Funds (a) all records and other information relative to the
Funds' prior, present, or potential shareholders (and clients
of said shareholders) and (b) any Nonpublic Personal
Information, as defined under Section 248.3(t) of Regulation
S-P ("Regulation S-P"), promulgated under the
Xxxxx-Xxxxx-Xxxxxx Act (the "G-L-B Act"), and (2) except after
prior notification to and approval in writing by the Trust,
not use such records and information for any purpose other
than the performance of its responsibilities and duties
hereunder, or as otherwise permitted by Regulation S-P or the
G-L-B Act, and if in compliance therewith, the privacy
policies adopted by the Trust and communicated in writing to
the Sub-Adviser; such written approval shall not be
unreasonably withheld by the Trust and may not be withheld
where the Sub-Adviser may be exposed to civil or criminal
contempt or other proceedings for failure to comply after
being requested to divulge such information by duly
constituted authorities;
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Subadvisory Agreement among Atlas Advisers, Inc., Atlas Funds and
BlackRock Investment Management, LLC
Dated February 23, 2007
Page 4 of 12
(e) except as permitted by the Trust's policies and procedures,
not to disclose and to treat confidentially all information in
respect of the portfolio investments of the Funds, including,
without limitation, the identification and market value or
other pricing information of any and all portfolio securities
or other financial instruments held by the Funds, and any and
all trades of portfolio securities or other transactions
effected for the Funds (including past, pending and proposed
trades);
(f) notify the Adviser and the Trust immediately upon detection of
(i) any material failure to manage the Funds in accordance
with their investment objectives and policies or any
applicable law; or (ii) any material breach of any of the
Funds' or the Sub-Adviser's policies, guidelines or
procedures. To the extent the Sub-Adviser is responsible for
any material breach or failure, the Sub-Adviser agrees to
correct any such failure promptly and to take any action that
the Board may reasonably request in connection with any such
breach;
(g) to the extent reasonably requested by the Trust, the
Sub-Adviser agrees to use its best efforts to assist the Trust
and the Funds in complying with the Xxxxxxxx-Xxxxx Act and
implementing the Trust's disclosure controls and procedures;
the Sub-Adviser agrees to inform the Trust of any material
development related to the Funds that the Sub-Adviser
reasonably believes is relevant to the Funds' certification
obligations under the Xxxxxxxx-Xxxxx Act;
(h) comply with the Trust's policies in respect of the prevention
of frequent trading or market timing as they may exist from
time to time;
(i) comply with the Trust's Anti-Money Laundering Policy and the
Bank Secrecy Act, as amended, the USA PATRIOT Act, and any
implementing regulations thereunder, as the same may apply to
the Sub-Adviser, now and in the future; the Sub-Adviser
further agrees to provide to the Trust and/or the Funds'
administrator such reports, certifications and contractual
assurances as may be reasonably requested by the Trust. The
Trust may disclose information regarding the Sub-Adviser to
governmental and/or regulatory or self-regulatory authorities
to the extent required by applicable law or regulation and may
file reports with such authorities as may be required by
applicable law or regulation;
(j) immediately notify the Adviser and the Trust: (i) in the event
that the Sub-Adviser or any of its affiliates becomes subject
to a statutory disqualification that prevents the Sub-Adviser
from serving as an investment Sub-Adviser pursuant to this
Agreement, or becomes or expects to become the subject of an
administrative proceeding or enforcement action by the SEC or
other regulatory authority; (ii) of a change in the
Sub-Adviser, financial or otherwise, that adversely affects
its ability to perform services under this Agreement; (iii) of
any reorganization or change in the Sub-Adviser, including any
change in its ownership or key employees; or (iv) upon having
a reasonable basis for believing that, as a result of the
Sub-adviser's managing the investment portfolio of the Funds,
the Fund or Funds' investment portfolio(s) has ceased to
adhere to the Fund or Funds' investment objectives, policies
and restrictions as stated in the Prospectus or Statement of
Additional Information or is otherwise in violation of
applicable law; and
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Subadvisory Agreement among Atlas Advisers, Inc., Atlas Funds and
BlackRock Investment Management, LLC
Dated February 23, 2007
Page 5 of 12
(k) not consult with any other sub-adviser of the Funds or of any
other fund managed by the Trust, as prohibited by Rule 17a-10
under the 1940 Act.
5. Services Not Exclusive; Non-Compete. Except as provided herein, the
services furnished by the Sub-Adviser hereunder are deemed not to be exclusive,
and nothing in this Agreement shall (i) prevent the Sub-Adviser from acting as
investment adviser or manager for any other person or persons, including other
management investment companies, or (ii) limit or restrict the Sub-Adviser from
buying, selling or trading any securities or other investments (including any
securities or other investments which the Funds are eligible to buy) for its or
their own accounts or for the accounts of others for whom it or they may be
acting; provided, however, that the Sub-Adviser agrees that it will not
undertake any activities which, in its reasonable judgment, will adversely
affect the performance of its obligations to the Funds under this Agreement.
6. Portfolio Transactions. Investment decisions for the Funds shall be
made by the Sub-Adviser independently from those for any other investment
companies and accounts advised or managed by the Sub-Adviser. The Funds and such
investment companies and accounts may, however, invest in the same securities.
When a purchase or sale of the same security is made at substantially the same
time on behalf of the Funds and/or another investment company or account, the
transaction will be averaged as to price, and available investments allocated as
to amount, in a manner which the Sub-Adviser believes to be equitable to the
Funds and such other investment company or account. The Funds acknowledge that
in some instances, this investment procedure may adversely affect the price paid
or received by the Funds or the size of the position obtained or sold by the
Funds. To the extent permitted by law, the Sub-Adviser may aggregate the
securities to be sold or purchased for the Funds with those to be sold or
purchased for other investment companies or accounts in order to obtain best
execution. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the
Sub-Adviser in the manner the Sub-Adviser determines to be equitable and
consistent with its and its affiliates' fiduciary obligations to the Fund and to
such other parties.
The Sub-Adviser shall place orders for the purchase and sale of
portfolio securities and shall solicit broker-dealers to execute transactions in
accordance with the Funds' policies and restrictions, as articulated in the Fund
Documents, regarding brokerage allocations. The Sub-Adviser shall place orders
pursuant to its investment determination for the Funds either directly with the
issuer or with any broker or dealer selected by the Sub-Adviser. In executing
portfolio transactions and selecting brokers or dealers, the Sub-Adviser shall
use its reasonable best efforts to seek the most favorable execution of orders,
after taking into account all factors the Sub-Adviser deems relevant, including
the breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the specific transaction and
on a continuing basis.
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Subadvisory Agreement among Atlas Advisers, Inc., Atlas Funds and
BlackRock Investment Management, LLC
Dated February 23, 2007
Page 6 of 12
Consistent with this obligation, the Sub-Adviser may, to the extent
permitted by law, purchase and sell portfolio securities to and from brokers and
dealers who provide brokerage and research services (within the meaning of
Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of
the Funds and/or other accounts over which the Sub-Adviser or any of its
affiliates exercises investment discretion. The Sub-Adviser is authorized to pay
to a broker or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for the Funds which is in
excess of the amount of commission another broker or dealer would have charged
for effecting that transaction if the Sub-Adviser determines in good faith that
such commission was reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in terms of either
that particular transaction or the Sub-Adviser's overall responsibilities to the
Funds. In no instance will portfolio securities be purchased from or sold to the
Sub-Adviser, or the Funds' principal underwriter, or any affiliated person
thereof except as permitted by the 1940 Act or the rules of the Securities and
Exchange Commission thereunder.
In accordance with Section 11(a) of the Securities Exchange Act of
1934 and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and
regulations including Section 17(e) of the 1940 Act and Rule 17e-1 promulgated
thereunder, the Sub-Adviser may, subject to the approval of the Trust's Board of
Trustees, engage its affiliates, the Adviser and its affiliates or any other
sub-adviser to the Funds and its respective affiliates, as broker-dealers or
futures commission merchants to effect Fund transactions in securities and other
investments for the Funds.
7. Books and Records. In compliance with the requirements of Rule 3la-3 under
the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains
for the Trust are the property of the Trust and further agrees to surrender
promptly to the Trust any of such records upon the Trust's request. The
Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule 31a-1 under the
1940 Act.
8. Expenses. During the term of this Agreement, the Sub-Adviser shall pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities, commodities and other investments (including
brokerage commissions and other transaction charges, if any) purchased for the
Funds. The Sub-Adviser shall not be responsible for other expenses of the Funds,
including, without limitation, fees of the Funds' independent public
accountants, transfer agent, custodian and other service providers who are not
employees of the Sub-Adviser; tax reporting; taxes levied against the Funds or
any of its property; and interest expenses of the Funds.
9. Compensation. As full compensation for the services provided and the
expenses assumed with respect to the Funds pursuant to this Agreement, the
Sub-Adviser will be entitled to a fee, computed daily and payable monthly by the
Adviser, as set forth in Appendix A attached to this agreement. In the case of
termination of this Agreement with respect to the Funds during any calendar
month, the fee with respect to such Portfolio accrued to, but excluding, the
date of termination shall be paid promptly following such termination.
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Subadvisory Agreement among Atlas Advisers, Inc., Atlas Funds and
BlackRock Investment Management, LLC
Dated February 23, 2007
Page 7 of 12
The compensation shall be paid by the Adviser, and not by the Funds,
and without regard to any reduction in the fees paid by the Funds to the Adviser
under its management contract as a result of any statutory or regulatory
limitation on investment company expenses or voluntary fee reduction assumed by
the Adviser. Such fee to the Sub-Adviser shall be payable for each month within
ten (10) days after the end of such month. If the Sub-Adviser shall serve for
less than the whole of a month, the foregoing compensation shall be prorated.
10. Standard of Care; Limitation of Liability. The Sub-Adviser shall
exercise due care and diligence and use the same skill and care in providing its
services hereunder as it uses in providing services to other investment
companies and accounts, but Sub-Adviser, each of its affiliates and all
respective partners, officers, directors and employees ("Affiliates") and each
person, if any, who within the meaning of the Securities Act controls the
Subadviser ("Controlling Persons"), if any, shall not be liable for any action
taken or omitted by it in the performance of services rendered hereunder or be
subject to any expenses or liability to the Adviser, any other subadviser to the
Funds, the Trust or any of the Funds' shareholders, in connection with the
matters to which this Agreement relates in the absence of the bad faith, willful
misconduct, gross negligence or reckless disregard of the duties of such
respective parties. The Adviser acknowledges and agrees that the Sub-Adviser
makes no representation or warranty, express or implied, that any investment
results will be achieved by the Funds.
11. Indemnification. The Sub-Adviser shall indemnify and hold harmless the
Adviser, the Trust and their officers and employees against any and all costs
and liabilities (including legal and other expenses) which the Adviser or the
Trust may incur, arising out of the Sub-Adviser's (a) gross negligence, willful
misconduct or bad faith in the performance of its duties, or reckless disregard
of its obligations and duties under this Agreement, or (b) untrue statement or
omission of a material fact required in the registration statement of the Trust,
proxy statements of the Trust, or other regulatory filings, if such statement or
omission was made in reliance upon information furnished in writing or
electronically by the Sub-Adviser for inclusion in such regulatory filings.
The Adviser shall indemnify the Sub-Adviser, its Affiliates and its
Controlling Persons, for any liability and expenses, including without
limitation reasonable attorneys' fees and expenses, which may be sustained as a
result of the Adviser's willful misfeasance, bad faith, gross negligence,
reckless disregard of its duties hereunder or violation of applicable law,
including, without limitation, the federal and state securities laws or the
Commodity Exchange Act.
12. Reference to the Sub-Adviser. Neither the Adviser nor any of its
affiliates or agents shall make reference to or use the name of the Sub-Adviser
or any of its affiliates, or any of their clients, except references concerning
the identity of and services provided by the Sub-Adviser to the Funds, which
references shall not differ in substance from those included in the current
registration statement pertaining to the Funds, this Agreement and the Advisory
Agreement between the Adviser and the Trust with respect to the Funds, in any
advertising or promotional materials without the prior approval of the
Sub-Adviser, which approval shall not be unreasonably withheld or delayed.
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Subadvisory Agreement among Atlas Advisers, Inc., Atlas Funds and
BlackRock Investment Management, LLC
Dated February 23, 2007
Page 8 of 12
13. Duration and Termination. Unless sooner terminated, this Agreement
shall continue for a period of two years from the date first set forth above,
and thereafter shall continue automatically for successive annual periods,
provided such continuance is specifically approved at least annually by the
Trust's Board of Trustees or vote of the lesser of (a) 67 % of the shares of the
Funds represented at a meeting if holders of more than 50% of the outstanding
shares of the Funds are present in person or by proxy, or (b) more than 50% of
the outstanding shares of the Funds, provided that in either event its
continuance also is approved by a majority of the Trust's Trustees who are not
"interested persons" (as defined in the 0000 Xxx) of any party to this Agreement
(the "Disinterested Trustees"), by vote cast in person at a meeting called for
the purpose of voting on such approval. This Agreement is terminable at any time
without penalty, with respect to the Funds, on 60 days' notice, by the Adviser,
the Sub-Adviser or the Trust's Board of Trustees or by vote of the lesser of (a)
67% of the shares of the Funds represented at a meeting if holders of more than
50% of the outstanding shares of the Funds are present in person or by proxy, or
(b) more than 50% of the outstanding shares of the Funds. This Agreement will
terminate automatically in the event of its assignment (as defined in the 0000
Xxx) or in the event that the Advisory Agreement by and between the Trust and
the Adviser is terminated.
14. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. No amendment of this Agreement shall be
effective until approved by the vote of (i) a majority of the outstanding voting
securities of the Funds, if required by the 1940 Act or the rules of the
Securities and Exchange Commission thereunder, and (ii) a majority of the
Disinterested Trustees cast in person at a meeting called for the purpose of
voting on such approval.
15. Notice. Any notice, advice or report to be given pursuant to this
Agreement shall be delivered or mailed:
To The Sub-Adviser at:
BlackRock Investment Management, LLC
000 Xxxxxxxx Xxxx Xxxx (0X)
Plainsboro, N.J. 08536
Attn: General Counsel
To the Adviser or the Trust at:
------------------------------
Atlas Advisers, Inc
Atlas Funds
000 Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Legal Department
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Subadvisory Agreement among Atlas Advisers, Inc., Atlas Funds and
BlackRock Investment Management, LLC
Dated February 23, 2007
Page 9 of 12
16. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and shall be governed by the laws of the
State of Delaware (without regard to conflict of law principles); provided,
however, that nothing herein shall be construed as being inconsistent with the
1940 Act. Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of the
SEC, whether of special or general application, such provision shall be deemed
to incorporate the effect of such rule, regulation or order. If any provision of
this Agreement shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be affected thereby.
17. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
18. Personal Liability. The names "Atlas Funds" and "Trustees" refer
respectively to the Trust created and to the Trustees, as trustees but not
individually or personally, acting from time to time under an Agreement and
Declaration of Trust dated as of May 15, 2003, as amended, to which reference is
hereby made and a copy of which is on file at the office of the Secretary of
State of Delaware and elsewhere as required by law, and to any and all
amendments thereto so filed or hereafter filed. The obligations of "Atlas Funds"
entered into in the name or on behalf hereof by any of the Trustees,
representatives or agents are made not individually, but in such capacities, and
are not binding upon any of the Trustees, shareholders or representatives of the
Trust personally, but bind only the assets of the Trust and all persons dealing
with any series of shares of the Trust must look solely to the assets of the
Trust belonging to such series for the enforcement of any claims against the
Trust.
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Subadvisory Agreement among Atlas Advisers, Inc., Atlas Funds and
BlackRock Investment Management, LLC
Dated February 23, 2007
Page 10 of 12
19. Further Assurances. Each party hereto shall execute and deliver such
other documents or agreements as may be necessary or desirable for the
implementation of this Agreement and the consummation of the transactions
contemplated hereby.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
ATLAS FUNDS BLACKROCK INVESTMENT MANAGEMENT, LLC
By: By:
-------------------------------- --------------------------------
Name: X. Xxxxxxxx Key Name: Xxxxxx X. Xxxxx
Title: President & Chief Operating Title: Managing Director
Officer
Date: Date:
ATLAS ADVISERS, INC.
By:
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
Date:
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Subadvisory Agreement among Atlas Advisers, Inc., Atlas Funds and
BlackRock Investment Management, LLC
Dated February 23, 2007
Page 11 of 12
APPENDIX A
SUBADVISORY AGREEMENT FEE SCHEDULE;
BLACKROCK INVESTMENT MANAGEMENT, LLC
DATED: FEBRUARY 23, 2007
The provisions of the attached Subadvisory Agreement apply to the
following separate series of shares of the Trust:
1. Atlas Value Fund
The attached Agreement requires that the Sub-Adviser be paid a fee by the
Trust or the Adviser, computed daily and paid each month at the annual rate of:
.45% of the first $75,000,000 of average daily net assets
.40% of average daily net assets greater than $75,000,000 and less
than $300,000,000
.375% of average daily net assets in excess of $300,000,000
2. Atlas Dual Focus Fund
The attached Agreement requires that the Sub-Adviser be paid a fee by the
Trust or the Adviser, computed daily and paid each month at the annual rate of:
.35% on all average daily net assets
================================================================================
Subadvisory Agreement among Atlas Advisers, Inc., Atlas Funds and
BlackRock Investment Management, LLC
Dated February 23, 2007
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