APPENDIX A
SUBADVISORY AGREEMENT
MADISON INVESTMENT ADVISORS, INC.
DATED: SEPTEMBER 1, 2002
AS AMENDED FEBRUARY 28, 2003
The provisions of the Subadvisory Agreement among Atlas Advisers, Inc.,
Atlas Assets, Inc. (the "Company") and Madison Investment Advisors, Inc. apply
to the following series of the Company:
1. Atlas Strategic Growth Fund
2. Atlas Balanced Fund
IN WITNESS WHEREOF, the parties hereto have caused this Appendix A to the
Subadvisory Agreement to be amended as of February 28, 2003 to add the following
series of the Company:
3. Atlas American Enterprise Bond Fund
ATLAS ADVISERS, INC. MADISON INVESTMENT ADVISORS, INC.
/s/ X. Xxxxxxxx Key /s/ Xxxxx X. Xxxxxxx
------------------------------------ ----------------------------
By: X. Xxxxxxxx Key By: Xxxxx X. Xxxxxxx
Group Senior Vice President & President
Chief Operating Officer
ATLAS ASSETS, INC.
/s/X. Xxxxxxxx Key
-----------------------------------
By: X. Xxxxxxxx Key
Group Senior Vice President &
Chief Operating Officer
APPENDIX B
SUBADVISORY AGREEMENT
MADISON INVESTMENT ADVISORS, INC.
FEE SCHEDULE
DATED: SEPTEMBER 1, 2002
AS AMENDED FEBRUARY 28, 2003
For All Funds Identified in Appendix A
ANNUAL FEE - ATLAS STRATEGIC INCOME FUND
AND ATLAS BALANCED FUND
Subadvisory fee to be paid each month at the annual rate of:
0.35% of the first $75,000,000 of net assets
0.25% of net assets in excess of $75,000,000
ANNUAL FEE - ATLAS AMERICAN ENTERPRISE BOND FUND
Subadvisory fee to be paid each month at the annual rate of:
0.10% of net assets
IN WITNESS WHEREOF, the parties hereto have caused this Appendix B to the
Subadvisory Agreement to be amended as of February 28, 2003.
ATLAS ADVISERS, INC. MADISON INVESTMENT ADVISORS, INC.
/s/ X. Xxxxxxxx Key /s/ Xxxxx X. Xxxxxxx
------------------------------------ ----------------------------
By: X. Xxxxxxxx Key By: Xxxxx X. Xxxxxxx
Group Senior Vice President & President
Chief Operating Officer
ATLAS ASSETS, INC.
/s/ X. Xxxxxxxx Key
---------------------------------
By: X. Xxxxxxxx Key
Group Senior Vice President &
Chief Operating Officer