CHIEF COMPLIANCE OFFICER AGREEMENT
THIS CHIEF COMPLIANCE OFFICER AGREEMENT ("Agreement") is executed as of
this ___ day of September, 2004, by and between U.S. Bancorp Fund Services, LLC
("Service Provider"), Matrix Advisors Value Fund, Inc. ("Corporation"), and
Xxxxxx X. Xxxxxx ("Compliance Officer").
RECITALS
The United States Securities and Exchange Commission ("SEC") has issued
regulations, including Rule 38a-1 ("Rule") promulgated under the Investment
Company Act of 1940, as amended (the "1940 Act"), requiring investment companies
such as the Corporation to designate an individual in accordance with the Rule
to be responsible for administering written policies and procedures that are
designed to prevent violation of federal securities laws by the Corporation.
The Corporation currently delegates various management and
administrative functions of the Corporation to the Service Provider, and the
Compliance Officer is currently employed by the Service Provider.
The Corporation desires to designate the Compliance Officer as the
individual responsible for administering the Corporation's policies and
procedures under the Rule, and the Compliance Officer desires to be designated
as such individual, on the terms and conditions set forth herein.
The parties believe it is in their best interests to make provision for
certain aspects of their relationship during and after the period in which the
Compliance Officer acts on behalf of the Corporation under this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements and covenants contained herein, the Service Provider, the
Corporation, and the Compliance Officer (collectively, "Parties") agree as
follows:
ARTICLE I
DESIGNATION AS CHIEF COMPLIANCE OFFICER
1.1 TERM. The Corporation designates and appoints Compliance Officer to
perform the duties specified in Section 1.2, below, and Compliance Officer
accepts the designation and appointment of the Corporation, for a one (1) year
period commencing on the date specified above ("Initial Term") and ending on
_______________, 2005, subject to earlier termination as set forth in Article
III, below. Following the expiration of the Initial Term, this Agreement shall
be automatically renewed for successive one (1) year periods (collectively,
"Renewal Terms"; individually, "Renewal Term") unless, at least 30 calendar days
prior to the expiration of the Initial Term or the then current Renewal Term,
the Service Provider, the Corporation or the Compliance Officer provides the
other parties with a written notice of intention not to renew, in which case
this Agreement shall terminate as of the end of the Initial Term or said Renewal
Term, as applicable. If this Agreement is renewed, the terms of this Agreement
during such Renewal Term, including the termination provisions set forth in
Article III, below, shall be the same as the terms in effect immediately prior
to such renewal, subject to any such changes or modifications as mutually may be
agreed among the Parties as evidenced in a written instrument signed by the
Service Provider, the Corporation and the Compliance Officer.
1.2 POSITION AND DUTIES RESPECTING THE CORPORATION. Compliance Officer
shall be designated and appointed by the Board of Directors of the Corporation
("Corporation Board"), including a majority of the Board members who are not
"interested persons" of the Corporation under the 1940 Act, to the position of
Chief Compliance Officer of the Corporation to administer the policies and
procedures of the Corporation's funds as listed in the schedule attached here to
as Exhibit A under the Rule, and, provided that Compliance Officer is not
serving as an officer of the Corporation covered by the Corporation's directors
and officers liability insurance policy ("D&O Policy") and the indemnification
provisions in the Corporation's Articles and Bylaws, shall also be designated
and appointed by the Corporation Board as a Vice President of the Corporation so
as to be covered by the D&O Policy and the Corporation's indemnification
provisions for acts or omissions arising during Compliance Officer's tenure as
Chief Compliance Officer of the Corporation. With respect to the duties and
responsibilities specified by the Rule respecting chief compliance officers,
Compliance Officer shall be subject to the authority of, and shall report to,
the Corporation Board. The Compliance Officer's duties and responsibilities to
the Corporation shall include all those specified in Exhibit B to this Agreement
and such other duties and responsibilities as may be assigned from time to time
by the Corporation Board. The Corporation understands and agrees that the
Compliance Officer may, during the Initial Term or any Renewal Term, provide
services as a chief compliance officer under the Rule for other investment
companies and investment advisers, provided that the Compliance Officer complies
with the terms of Article IV, below.
1.3 SERVICE PROVIDER EMPLOYMENT. The Corporation and the Compliance
Officer understand and agree that the Compliance Officer will remain an employee
of the Service Provider for all purposes (including, but not limited to,
compensation, state and federal income tax withholding, state and federal
unemployment tax and withholding, workers' compensation, employee benefits and
other terms and conditions of employment) pursuant to the terms and conditions
established by the Service Provider from time to time and that the Compliance
Officer will not be entitled to receive any compensation or benefits directly
from the Corporation; provided, however, that Compliance Officer shall be
covered by the Corporation's D&O Policy for acts or omissions arising during
Compliance Officer's tenure as Chief Compliance Officer of the Corporation. The
Compliance Officer agrees that the Service Provider may provide the Corporation
with information respecting the Compliance Officer's compensation and other
terms and conditions of the Compliance Officer's employment with the Service
Provider as they exist from time to time. The Corporation acknowledges that,
prior to the Initial Term of this Agreement, it has been informed by the Service
Provider of the Compliance Officer's compensation from the Service Provider and
certifies that the Compliance Officer's compensation is approved by the
Corporation Board, including a majority of the Board members who are not
"interested persons" of the Corporation under the 1940 Act (after review of such
relevant information as the Corporation Board required of the Service Provider).
The Corporation shall, as often as required by the Rule, certify that the
Compliance Officer's compensation is approved by the Corporation Board,
including a majority of the Board members who are not "interested persons" of
the Corporation under the 1940 Act, after review of any information requested by
the Corporation Board from the Service Provider. Subject to the provisions of
Article III, below, nothing in this Agreement shall be construed to limit the
right of the Compliance Officer or the Service Provider to terminate their
employment relationship at any time with or without notice or reason.
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1.4 UNDUE INFLUENCE PROHIBITED. The Service Provider agrees to comply
with the provisions of Rule 38a-1(c) under the 1940 Act with respect to any
termination or other employment-related actions regarding the Compliance
Officer.
1.5 STANDARD OF CARE. The Compliance Officer agrees to carry out
his/her duties and responsibilities under this Agreement in a reasonably
careful, prudent and competent manner.
ARTICLE II
COMPENSATION
2.1 INITIAL ANNUAL FEE. The Corporation agrees to pay the Service
Provider an annual fee of Fifty Thousand Dollars ($50,000.00) for the services
provided by the Compliance Officer to the Corporation during the Initial Term of
this Agreement. The Service Provider will invoice the Corporation for the entire
amount of the first year annual fee within ten (10) business days following the
start of the Initial Term, and the Corporation agrees to pay the entire amount
of this annual fee within 30 calendar days following its receipt of a billing
invoice from the Service Provider respecting such fee.
2.2 RENEWAL TERM ANNUAL FEE. No later than 60 calendar days prior to
the end of the Initial Term or any subsequent Renewal Term, the Service Provider
will notify the Corporation of the annual fee to be paid by the Corporation to
the Service Provider for the services provided by the Compliance Officer under
this Agreement during any subsequent Renewal Term. The Service Provider will
invoice the Corporation for the entire amount of this annual fee within ten (10)
business days following the start of such Renewal Term, and the Corporation
agrees to pay the entire amount of this annual fee within 30 calendar days
following its receipt of a billing invoice from the Service Provider respecting
such fee; provided, however, that, should the Corporation fail to agree to such
Renewal Term annual fee, it shall notify the Service Provider no later than 30
calendar days prior to the expiration of the Initial Term or the then current
Renewal Term and such notice shall constitute a notice of non-renewal of this
Agreement pursuant to Section 1.1, above.
2.3 EXPENSES. The Corporation will reimburse the Service Provider for
all reasonable and necessary expenses incurred by the Compliance Officer in the
course of the performance of the Compliance Officer's duties and
responsibilities pursuant to this Agreement such as travel expenses, overnight
courier, postage, long distance telephone and photocopying, but not the services
of other professionals such as lawyers and accountants. The Service Provider
will invoice the Corporation for the cost of such expenses within ten (10)
business days following the first day of each month during the term of this
Agreement, and the Corporation agrees to pay the entire amount of such invoiced
expenses within 30 calendar days following its receipt of a billing invoice from
the Service Provider.
2.4 ADDITIONAL FUNDS. The Corporation agrees that the Compliance
Officer's duties and responsibilities under this Agreement extend only to those
funds listed in Exhibit A to this Agreement. The Corporation further agrees that
any changes or modifications to the funds listed in Exhibit A may occur only by
mutual agreement among the Parties as evidenced in a written instrument signed
by the Service Provider, the Corporation and the Compliance Officer and any
addition to the funds listed in Exhibit A may result in an adjustment to the
then current annual fee in an amount to be determined by mutual consent of the
Corporation and the Service Provider.
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ARTICLE III
TERMINATION
3.1 TERMINATION RIGHTS.
(a) TERMINATION BY THE CORPORATION. Subject to Section 3.2,
below, the Corporation Board (which must include a majority of the Corporation
Board's directors who are not "interested persons" of the Corporation, as such
term is defined in the 0000 Xxx) may terminate the Compliance Officer's
designation and appointment as the Corporation's Chief Compliance Officer, and,
if applicable, Vice President, and all of the Parties' obligations under this
Agreement at any time and for any reason in accordance with the Rule upon the
provision of written notice to the Service Provider and the Compliance Officer.
The Parties understand and agree that only the Corporation Board (and not the
Service Provider) may terminate the Compliance Officer's designation and
appointment as Chief Compliance Officer, and, if applicable, Vice President,
under this Section 3.1(a). For purposes of this Section 3.1(a), the "Termination
Date" will be the date upon which the Service Provider actually receives such
written notice from the Corporation.
(b) TERMINATION DUE TO SEPARATION OF COMPLIANCE OFFICER'S
EMPLOYMENT WITH THE SERVICE PROVIDER. Subject to Section 3.2, below, all of the
Parties' obligations under this Agreement terminate upon the end, for whatever
reason, of the Compliance Officer's employment with the Service Provider. The
Compliance Officer understands, acknowledges and agrees that upon the end, for
whatever reason, of his or her employment with the Service Provider, the Service
Provider will provide the Corporation with written notice of the separation of
the Compliance Officer's employment, the reasons for such separation and any
other information that the Corporation may require regarding such separation.
For purposes of this Section 3.1(b), the "Termination Date" will be the date
upon which the Corporation actually receives such written notice from the
Service Provider.
(c) TERMINATION BY DEATH. Subject to Section 3.2, below, all of the Parties'
obligations under this Agreement terminate automatically, effective immediately
and without the need for notice upon the Compliance Officer's death. For
purposes of this Section 3.1(c), the "Termination Date" will be the date of the
Compliance Officer's death.
(d) TERMINATION DUE TO NON-RENEWAL. Subject to Section 3.2, below, all of the
Parties' obligations under this Agreement terminate upon the non-renewal, for
whatever reason and by whatever party, of this Agreement pursuant to Section
1.1, above, effective at the end of the Initial Term or the then current Renewal
Term during which such notice of non-renewal is provided pursuant to Section
1.1, above.
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(e) TERMINATION BY SERVICE PROVIDER. Subject to Section 3.2, below, the Service
Provider may terminate all of the Service Provider's obligations under this
Agreement at any time the Corporation engages in any act or omission
constituting Cause (as defined below) by giving notice to the Corporation and
the Compliance Officer stating the basis for such termination, effective
immediately upon giving such notice or at such other time thereafter as the
Service Provider may designate. "Cause" shall mean any of the following: (i) the
Corporation has materially breached this Agreement or any other agreement to
which Corporation and the Service Provider are parties or has materially
breached any other obligation or duty owed to the Service Provider, and any such
breach has not been cured within a reasonable period; (ii) the Corporation has
taken any action reasonably likely to result in discredit to or loss of
business, reputation or goodwill of the Service Provider; or (iii) either the
Service Provider or the Corporation have terminated any service agreements to
which they are both parties; provided, however, that in exercising its right to
terminate under this Section 3.1(e), the Service Provider is complying with, and
not violating, the Rule.
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3.2 RIGHTS UPON TERMINATION.
(a) SECTION 3.1(A) TERMINATION. If the Compliance Officer's
designation and appointment as the Corporation's Chief Compliance Officer, and,
if applicable, Vice President, is terminated pursuant to Section 3.1(a), above,
the Parties shall have no further rights against each other under this
Agreement, except for (i) the right of the Corporation to receive a refund from
the Service Provider of a prorated portion of the annual fee paid by the
Corporation for the term of this Agreement in effect on such Termination Date,
prorated for any portion of the term prior to such Termination Date, which
portion shall be retained by the Service Provider, (ii) the right of the Service
Provider to receive payment from the Corporation of all reasonable and necessary
expenses incurred by the Compliance Officer in the course of the performance,
through the Termination Date, of the Compliance Officer's duties and
responsibilities pursuant to this Agreement and (iii) the rights of the Parties
under Article IV, below.
(b) SECTIONS 3.1(B) AND (C) TERMINATIONS. The Parties
understand, acknowledge and agree, that, upon termination of the Compliance
Officer under Section 3.1(b), above, the Compliance Officer will no longer be
employed by the Service Provider but will continue as the designated Chief
Compliance Officer, and, if applicable, Vice President, of the Corporation
exclusively under terms and conditions which the Compliance Officer and the
Corporation may negotiate independent of the Service Provider and this
Agreement. If the Compliance Officer's employment with the Service Provider is
terminated pursuant to Sections 3.1(b) or (c), above, the Parties shall have no
further rights against each other under this Agreement, except for (i) the right
of the Corporation to receive a refund from the Service Provider of a prorated
portion of the annual fee paid by the Corporation for the term of this Agreement
in effect on such Termination Date, prorated for any portion of the term prior
to such Termination Date, which portion shall be retained by the Service
Provider, (ii) the right of the Service Provider to receive payment from the
Corporation of all reasonable and necessary expenses incurred by the Compliance
Officer in the course of the performance, through the Termination Date, of the
Compliance Officer's duties and responsibilities pursuant to this Agreement and
(iii) the rights of the Parties under Article IV, below.
(c) SECTION 3.1(D) TERMINATION. If this Agreement is
terminated by non-renewal pursuant to Section 1.1, above, the Parties shall have
no further rights against each other under this Agreement, except for (i) the
right of the Service Provider to receive payment from the Corporation of all
reasonable and necessary expenses incurred by the Compliance Officer in the
course of the performance, through the end of the Initial Term or the Renewal
Term, as applicable, of the Compliance Officer's duties and responsibilities
pursuant to this Agreement and (ii) the rights of the Parties under Article IV,
below.
(d) SECTION 3.1(E) TERMINATION. If this Agreement is
terminated by the Service Provider pursuant to Section 3.1(e), above, the
Parties shall have no further rights against each other under this Agreement,
except for (i) the right of the Corporation to receive a refund from the Service
Provider of a prorated portion of the annual fee paid by the Corporation for the
term of this Agreement in effect on such Termination Date, prorated for any
portion of the term prior to such Termination Date, which portion shall be
retained by the Service Provider, (ii) the right of the Service Provider to
receive payment from the Corporation of all reasonable and necessary expenses
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incurred by the Compliance Officer in the course of the performance, through the
Termination Date, of the Compliance Officer's duties and responsibilities
pursuant to this Agreement and (iii) the rights of the Parties under Article IV,
below; provided, however, that the Compliance Officer will continue as the
designated Chief Compliance Officer, and, if applicable, Vice President, of the
Corporation exclusively under terms and conditions which the Compliance Officer
and the Corporation may negotiate independent of the Service Provider and this
Agreement.
ARTICLE IV
CONFIDENTIALITY; NONCOMPETITION
4.1. CONFIDENTIALITY OBLIGATIONS. During the term of the Compliance
Officer's designation and appointment as the Corporation's Chief Compliance
Officer under this Agreement, the Compliance Officer will not directly or
indirectly use or disclose any Confidential Information or Trade Secrets except
in the interest and for the benefit of the Service Provider and the Corporation.
After the termination, for whatever reason, of the Compliance Officer's
designation and appointment as the Corporation's Chief Compliance Officer, the
Compliance Officer will not directly or indirectly use or disclose any Trade
Secrets unless such information ceases to be deemed a Trade Secret by means of
one of the exceptions set forth in Section 4.3(c), below. For a period of two
(2) years following termination, for whatever reason, of the Compliance
Officer's designation and appointment as the Corporation's Chief Compliance
Officer, the Compliance Officer will not directly or indirectly use or disclose
any Confidential Information, unless such information ceases to be deemed
Confidential Information by means of one of the exceptions set forth in Section
4.3(c), below.
4.2 RESTRICTIONS ON COMPETITION DURING EMPLOYMENT BY SERVICE PROVIDER. During
the Compliance Officer's employment by the Service Provider, the Compliance
Officer shall not directly or indirectly compete against the Service Provider,
or directly or indirectly divert or attempt to divert Customers' business from
the Service Provider. This prohibition includes work by the Compliance Officer
as chief compliance officer under the Rule for any other service provider,
investment company or investment advisor that is not conducted through the
Service Provider.
4.3 DEFINITIONS.
(a) TRADE SECRET. The term "Trade Secret" shall have that
meaning set forth under applicable law. This term is deemed by the Service
Provider and the Corporation to specifically include all computer source code
created by or for the Service Provider and/or the Corporation and any
confidential information received from a third party with whom the Service
Provider and/or the Corporation have a binding agreement restricting disclosure
of such confidential information.
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(b) CONFIDENTIAL INFORMATION. The term "Confidential
Information" shall mean all non-Trade Secret or proprietary information of the
Service Provider and/or the Corporation which has value to the Service Provider
and/or the Corporation and which is not known to the public or the competitors
of the Service Provider and/or the Corporation, generally, including, but not
limited to, new products, customer lists, pricing policies, employment records
and policies, operational methods, marketing plans and strategies, product
development techniques and plans, business acquisition plans, methods of
manufacture, technical processes, designs, inventions, research programs and
results, and source code.
(c) EXCLUSIONS. Notwithstanding the foregoing, the terms
"Trade Secret" and "Confidential Information" shall not include, and the
obligations set forth in this Agreement shall not apply to, any information
which: (i) can be demonstrated by the Compliance Officer to have been known by
the Compliance Officer prior to the Compliance Officer's employment by the
Service Provider; (ii) is or becomes generally available to the public through
no act or omission of the Compliance Officer; (iii) is obtained by the
Compliance Officer in good faith from a third party who discloses such
information to the Compliance Officer on a non-confidential basis without
violating any obligation of confidentiality or secrecy relating to the
information disclosed; or (iv) is independently developed by the Compliance
Officer outside the scope of the Compliance Officer's employment by the Service
Provider and the Compliance Officer's duties under this Agreement without use of
Confidential Information or Trade Secrets.
(d) CUSTOMER. The term "Customer" shall mean any individual or
entity for whom the Service Provider has provided services or products or made a
proposal to provide services or products.
4.4 RETURN OF RECORDS. Upon termination, for whatever reason, of this
Agreement pursuant to Article III or Section 1.1, above, or upon request by the
Service Provider and/or the Corporation at any time, the Compliance Officer
shall immediately return to the Service Provider and/or the Corporation, as
applicable, all documents, records, and materials belonging and/or relating to
the Service Provider and/or the Corporation, and all copies of all such
materials. Upon termination, for whatever reason, of this Agreement pursuant to
Article III or Section 1.1, above, or upon request by the Service Provider
and/or the Corporation at any time, the Compliance Officer further agrees to
destroy such records maintained by the Compliance Officer on the Compliance
Officer's own computer equipment.
4.5 SCOPE OF RESTRICTIONS. By entering into this Agreement, the
Compliance Officer acknowledges the nature of the business of the Service
Provider and the Corporation and the nature and scope of the restrictions set
forth in this Article IV, including specifically Wisconsin's Uniform Trade
Secrets Act, presently ss. 134.90(1)(c), Wis. Stats. The Compliance Officer
acknowledges and represents that the scope of the restrictions are appropriate,
necessary and reasonable for the protection of the business, goodwill, and
property rights of the Service Provider and the Corporation. The Compliance
Officer further acknowledges that the restrictions imposed will not prevent the
Compliance Officer from earning a living in the event of, and after,
termination, for whatever reason, of the Compliance Officer's employment with
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the Service Provider or of the Compliance Officer's designation and appointment
as Chief Compliance Officer with the Corporation. Nothing herein shall be deemed
to prevent the Compliance Officer, after termination of the Compliance Officer's
employment with the Service Provider or designation and appointment as Chief
Compliance Officer with the Corporation, from using general skills and knowledge
gained while employed by the Service Provider or while serving as Chief
Compliance Officer for the Corporation.
4.6 PROSPECTIVE EMPLOYERS. The Compliance Officer agrees, during the
term of any restriction contained in this Article IV, to disclose this Agreement
to any future or prospective employer. The Compliance Officer further agrees
that the Service Provider and/or the Corporation may send a copy of this
Agreement to, or otherwise make the provisions hereof known to, any such
employer.
4.7 EFFECT OF TERMINATION. Notwithstanding any termination of this
Agreement, the Compliance Officer shall remain bound by the provisions of this
Agreement which specifically relate to periods, activities or obligations upon
or subsequent to the termination of this Agreement.
4.8 EFFECT OF BREACH. In the event that the Compliance Officer breaches
any provision of this Article IV, the Compliance Officer agrees that the Service
Provider and/or the Corporation may recover from the Compliance Officer any
damages suffered as a result of such breach and recover from the Compliance
Officer any reasonable attorneys' fees or costs it incurs as a result of such
breach. In addition, the Compliance Officer agrees that the Service Provider
and/or the Corporation may seek injunctive or other equitable relief as a result
of a breach by the Compliance Officer of any provision of this Article IV.
ARTICLE V
GENERAL PROVISIONS
5.1 NOTICES. Unless otherwise specified in this Agreement, any and all
notices, consents, documents or communications provided for in this Agreement
shall be given in writing and shall be personally delivered, mailed by
registered or certified mail (return receipt requested) or sent by courier,
confirmed by receipt, and addressed as follows (or to such other address as the
addressed party may have substituted by notice pursuant to this Section 5.1):
(a) If to the Service Provider:
U.S. BANCORP FUND SERVICES, LLC 000 X. XXXXXXXX
XXXXXX XXXXXXXXX, XX 00000 Attn: XXXX XXXXX
(b) If to the Corporation:
MATRIX ADVISORS VALUE FUND, INC.
000 XXXXX XXXXXX, 00XX XXXXX
XXX XXXX, XX 00000
Attn: XXXXX XXXX
(c) If to the Compliance Officer:
XXXXXX X. XXXXXX
C/O U.S. BANCORP FUND SERVICES, LLC
0000 X. XXXXXXXXX XXX, XXXXX 000
XXXXXXXX, XX 00000
Unless otherwise specified in this Agreement, such notice, consent, document or
communication shall be deemed given upon personal delivery or receipt at the
address of the party stated above or at any other address specified by such
party to the other party in writing, except that if delivery is refused or
cannot be made for any reason, then such notice shall be deemed given on the
third day after it is sent.
5.2 ENTIRE AGREEMENT. This Agreement contains the entire understanding
and the full and complete agreement of the Parties and supersedes and replaces
any prior understandings and agreements among the Parties, with respect to the
subject matter hereof.
5.3 INJUNCTIVE RELIEF. The Parties agree that damages will be an
inadequate remedy for breaches of this Agreement and in addition to damages and
any other available relief, a court shall be empowered to grant injunctive
relief.
5.4 HEADINGS. The headings of sections and paragraphs of this Agreement
are for convenience of reference only and shall not control or affect the
meaning or construction of any of its provisions.
5.5 CONSIDERATION. Execution of this Agreement is a condition of the
Compliance Officer's designation and appointment as Chief Compliance Officer
with the Corporation and such designation and appointment and the consideration
received by the Compliance Officer under this Agreement constitutes the
consideration for the Compliance Officer's undertakings hereunder.
5.6 AMENDMENT. This Agreement may be altered, amended or modified only
in a writing, signed by all of the Parties hereto.
5.7 ASSIGNABILITY. This Agreement and the rights and duties set forth
herein may not be assigned by the Compliance Officer, but may be assigned by the
Service Provider and/or the Corporation, in whole or in part. This Agreement
shall be binding on and inure to the benefit of each party and such party's
respective heirs, legal representatives, successors and assigns.
5.8 SEVERABILITY. If any court of competent jurisdiction determines
that any provision of this Agreement is invalid or unenforceable, then such
invalidity or unenforceability shall have no effect on the other provisions
hereof, which shall remain valid, binding and enforceable and in full force and
effect, and such invalid or unenforceable provision shall be construed in a
manner so as to give the maximum valid and enforceable effect to the intent of
the parties expressed therein. Nothing in this provision shall contemplate any
blue-penciling prohibited under Wis. Stat. ss. 103.465.
5.9 WAIVER OF BREACH. The waiver by any party of the breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by any party.
5.10 GOVERNING LAW; CONSTRUCTION. This Agreement shall be governed by
the internal laws of the State of Wisconsin, without regard to any rules of
construction concerning the draftsman hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year written above.
U.S. BANCORP FUND SERVICES, LLC:
(Signature)
By:
(Name)
_____________________
(Title)
Matrix Advisors Value Fund, Inc.:
(Signature)
By:
(Name)
_____________________
(Title)
COMPLIANCE OFFICER:
--------------------------------------
(Signature) Xxxxxx X. Xxxxxx
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EXHIBIT A
SCHEDULE OF FUNDS OF CORPORATION FOR WHICH COMPLIANCE OFFICER IS DESIGNATED AND
APPOINTED TO THE POSITION OF CHIEF COMPLIANCE OFFICER
FUND NAME DATE OF APPOINTMENT
--------- -------------------
Matrix Advisors Value Fund, Inc.
EXHIBIT B
The Compliance Officer's duties and responsibilities to the Corporation under
this Agreement shall be as follows:
- To administer the Corporation's written policies and procedures
approved by the Corporation Board in accordance with the Rule.
- To report directly to the Corporation Board on a regular basis, and at
least annually, to provide the Corporation Board with a written report
on the operation of the Corporation's policies and procedures and those
of its service providers. The report must address at a minimum: (1) the
operation of the policies and procedures of the Corporation and each
service provider since the last report, (2) any material changes to the
policies and procedures since the last report, (3) any recommendations
for material changes to the policies and procedures as a result of the
annual review (the report should discuss the Corporation's particular
compliance risks and any changes that were made to the policies and
procedures to address newly identified risks), and (4) any material
compliance matters since the date of the last report. Serious
compliance issues must, however, be brought to the Corporation Board's
attention promptly, and therefore cannot be delayed until an annual
report.
- To meet in executive session with the independent directors on the
Corporation Board at least once per year, without anyone else (such as
management or interested directors) present (other than any independent
counsel to the independent directors).
- To ensure that the Corporation complies with the recordkeeping
requirements of the Rule, either directly or through contractual
arrangements with the Service Provider and its affiliates.
- Such other duties and responsibilities as may be assigned from time to
time by the Corporation Board.
