Exhibit 99B.4.B
MATRIX ADVISORS VALUE FUND, INC.
OPERATING EXPENSES LIMITATION AGREEMENT
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the "Agreement") is effective as
of January 15, 2001, by and between MATRIX ADVISORS VALUE FUND, INC., a Maryland
corporation (the "Fund"), and the Advisor of the Fund, MATRIX ASSET ADVISORS,
INC. (the Advisor").
WITNESSETH:
WHEREAS, the Advisor renders advice and services to the Fund pursuant to the
terms and provisions of an Investment Management Agreement between the Fund and
the Advisor dated April 18, 1997 (the "Investment Management Agreement"); and
WHEREAS, the Fund is responsible for, and has assumed the obligation for,
payment of certain expenses pursuant to the Investment Management Agreement that
have not been assumed by the Advisor; and
WHEREAS, the Advisor desires to limit the Fund's Operating Expenses (as that
term is defined in Paragraph 2 of this Agreement) pursuant to the terms and
provisions of this Agreement, and the Fund desires to allow the Advisor to
implement those limits;
NOW THEREFORE, in consideration of the covenants and the mutual promises
hereinafter set forth, the parties, intending to be legally bound hereby,
mutually agree as follows:
1. Limit on Operating Expenses. The Advisor hereby agrees to limit the Fund's
current Operating Expenses to an annual rate, expressed as a percentage of the
Fund's average annual net assets, of 1.10% (the "Annual Limit"). In the event
that the current Operating Expenses of the Fund, as accrued each month, exceed
its Annual Limit, the Advisor will pay to the Fund, on a monthly basis, the
excess expense within 30 days of being notified that an excess expense payment
is due.
2. Definition. For purposes of this Agreement, the term "Operating Expenses"
with respect to the Fund is defined to include all expenses necessary or
appropriate for the operation of the Fund, including the Advisor's investment
advisory or management fee detailed in the Investment Management Agreement, any
Rule 12b-1 fees and other expenses described in the Investment Management
Agreement, but does not include any front-end or contingent deferred loads,
taxes, leverage interest, brokerage commissions, expenses incurred in connection
with any merger or reorganization, or extraordinary expenses such as litigation.
3. Reimbursement of Fees and Expenses. The Advisor retains its right to
receive reimbursement of any excess expense payments paid by it pursuant to this
Agreement under the same terms and conditions as it is permitted to receive
reimbursement of reductions of its investment management fee under the
Investment Management Agreement.
4. Term. This Agreement shall become effective on the date specified herein
and shall remain in effect indefinitely unless sooner terminated as provided in
Paragraph 5 of this Agreement.
5. Termination. This Agreement may be terminated at any time, and without
payment of any penalty, by the Board of Directors of the Fund, upon sixty (60)
days' written notice to the Advisor. This Agreement may not be terminated by
the Advisor without the consent of the Board of Directors of the Fund. This
Agreement will automatically terminate if the Investment Management Agreement is
terminated, with such termination effective upon the effective date of the
Investment Management Agreement's termination.
6. Assignment. This Agreement and all rights and obligations hereunder may
not be assigned without the written consent of the other party.
7. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute or rule, or shall be otherwise rendered
invalid, the remainder of this Agreement shall not be affected thereby.
8. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without giving effect to the
conflict of laws principles thereof; provided that nothing herein shall be
construed to preempt, or to be inconsistent with, any federal law, regulation or
rule, including the Investment Company Act of 1940, as amended and the
Investment Advisers Act of 1940, as amended and any rules and regulations
promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and attested by their duly authorized officers, all on the day and year
first above written.
MATRIX ADVISORS VALUE FUND, INC. MATRIX ASSET ADVISORS, INC.
By: ___________________________ By: ______________________________
Xxxxxx X. Xxxxxxxx Xxxxx X. Xxxx
Assistant Secretary President
