EXHIBIT #5(b)
Atlas Assets, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
This will confirm our agreement to modify the language of Section 9 of the
Investment Advisory Agreement between us dated January 12, 1990 to read in full
as set forth below. This modification will add the underlined words and delete
the bracketed words indicated below, in order to reflect accurately in the
Agreement the limitations of the Investment Company Act of 1940 with respect to
indemnification (which limitations we acknowledge are applicable whether or not
specifically referred to in Section 9).
"Section 9. The Company agrees (i) not to hold the Adviser or any of its
officers or employees liable for, and (ii) to indemnify or insure the Adviser
and its officers and employees ("Indemnified Parties") against, any costs and
liabilities the Indemnified Parties may incur as a result of any claim against
the Indemnified Parties in the good faith exercise of their powers hereunder
(excepting matters as to which the Indemnified Parties [shall be finally
adjudged to] have been guilty of willful [misconduct] misfeasance, BAD FAITH, or
gross negligence IN THE PERFORMANCE OF THEIR DUTIES, OR BY REASON OF THEIR
RECKLESS DISREGARD OF THEIR OBLIGATIONS AND DUTIES UNDER THIS AGREEMENT, or in
violation of applicable law) [or arising out of an act or omission of the
custodian, or of any broker or agent selected by the Adviser in a commercially
reasonable manner]."
Very truly yours,
ATLAS ADVISERS, INC.
By: /s/ Xxxxx X. XxXxxxx Date: 11/1/91
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Title: Sr. Vice President
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Agreed: ATLAS ASSETS, INC.
By: /s/ Xxxxx X.XxXxxxx
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Title: Sr. Vice President
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