TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 1st day of July, 2000 by and between Matarix
Advisors Value Fund, Inc. (the "Fund"), a Maryland corporation, and ICA Fund
Services Corp., a Delaware corporation ("ICA").
WHEREAS, the Fund is an open-end management series investment company
registered with the Securities and Exchange Commission under the Investment
Company Act of 1940 (the "1940 Act"); and
WHEREAS, ICA is registered as a transfer agent under the Securities
Exchange Act of 1934 (the "1934 Act);
WHEREAS, the Fund desires to appoint ICA as the transfer agent, dividend
disbursing agent and agent of the Fund in connection with certain other
activities , and ICA desires to accept such appointment;
NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, the Fund and ICA hereby agree as follows:
1. TERM OF APPOINTMENT; DUTIES OF ICA
1.01. Subject to the terms and conditions set forth in this agreement, the
Fund hereby employs and appoints ICA, and ICA agrees, to act as the transfer
agent for the Fund's authorized and issued shares of beneficial interest
("Shares") and the dividend disbursing agent and agent in connection with any
accumulation, open-account or similar plans provided to the shareholders of the
Fund ("Shareholders").
1.02. ICA agrees that it will perform the following services:
(a) In accordance with the Fund's Registration Statement with respect to
the Fund, deliver payment and appropriate documentation therefor to
the Custodian of the Fund authorized by the Board of Directors of the
Fund (the "Custodian").
(i) Receive for acceptance orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation therefor
to the Custodian of the Fund authorized by the Board of Directors
of the Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number of full
and fractional Shares and hold such Shares in the appropriate
Shareholder account;
(iii)Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation therefor to
the Custodian;
(iv) At the appropriate time as and when it receives monies paid to it
by the Custodian with respect to any redemption, pay over or
cause to be paid over in the appropriate manner such monies as
instructed by the redeeming Shareholders.
(v) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(vi) Prepare and transmit payments for dividends and distributions
declared by the Fund, and effect dividend and capital gains
distribution reinvestments in accordance with Shareholder
instructions;
(vii)Serve as a record keeping transfer agent for the Fund, and
maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and
(viii) Record the issuance of Shares and maintain pursuant to SEC Rule
17Ad-10(e) a record of the total number of Shares which are
authorized, based upon data provided to it by the Fund, and
issued and outstanding.
(b) In addition to and not in lieu of the services set forth in the above
paragraph (a), ICA shall:
(i) Perform all of the customary services of a transfer agent,
dividend disbursing agent, including but not limited to:
maintaining all Shareholder accounts, preparing Shareholder
meeting lists, mailing proxies, receiving and tabulating proxies,
mailing Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and non-resident
alien accounts, preparing and filing US. Treasury Department
Forms 1099 and other appropriate forms required with respect to
dividends and distributions by federal authorities for all
Shareholders, preparing and mailing confirmation forms and
statements of account to Shareholders for all purchases and
redemptions of Shares and other confirmable transactions in
Shareholder accounts as prescribed in the federal securities laws
or as described in the Fund's Registration Statement, preparing
and mailing activity statements for Shareholders, and providing
Shareholder account information; and
(ii) Provide a system and reports which will enable the Fund to
monitor the total number of Shares sold in each State. The
responsibility of ICA pursuant to this Agreement for the Fund's
blue sky State registration status is solely limited to the
initial establishment of transactions subject to blue sky
compliance by the Fund and the reporting of such transactions t
the Fund as provided above.
Procedures applicable to certain of these services may be established from
time to time by agreement between the Fund and ICA.
1.03. The Fund agrees that it will:
(i) identify to ICA in writing those transactions and shares to be treated
as exempt from blue sky reporting for each State; and
(ii) monitor the daily activity for each State, as provided by ICA.
1.04. In the performance of these services, ICA agrees that it shall
exercise the care and adhere to the standards that are usual and customary for
mutual fund transfer agents.
2. FEES AND EXPENSES
2.01. For performance by ICA pursuant to this Agreement, the Fund agrees to
pay ICA fees as set out in the fee schedule attached hereto. Such fees and
out-of-pocket expenses and advances identified under Section 2.02 below may be
changed from time to time subject to mutual written agreement between the Fund
and ICA.
2.02. In addition to the fee paid under Section 2.01 above, the Fund agrees
to reimburse ICA for out-of-pocket expenses or advances incurred by ICA in
connection with its duties under this Agreement. In addition, any other expenses
incurred by ICA at the request or with the consent of the Fund, will be
reimbursed by the Fund.
2.03. Unless otherwise stated, ICA shall look only to the assets of the
Fund to satisfy the fees earned and expenses incurred by ICA>
3. INDEMNIFICATION
3.01. ICA shall not be responsible for, and the Fund shall indemnify and
hold ICA harmless from and against, any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability arising out of or attributable
to:
(a) All actions of ICA or its agents or subcontractors required to be
taken pursuant to this Agreement, provided that such actions are taken
in good faith and without negligence, willful misconduct, or in
reckless disregard of its duties under this Agreement.
(b) The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack of good faith,
negligence or willful misconduct or which arise out of the breach of
any representation or warranty of the Fund hereunder.
(c) The reliance on or use by ICA or its agents or subcontractors of
information, records and documents which (I) are received by ICA or it
agents or subcontractors and furnished to it by or on behalf of the
Fund, and (ii) have been prepared and/or maintained by the Fund or any
other person or firm on behalf of the Fund.
(d) The reliance on, or the carrying out by ICA or its agents or
subcontractors of any written instruction signed by an officer of the
Fund, or any legal opinion of counsel to the Fund.
(e) The offer or sale of Shares in violation of any requirement under the
federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state
or in violation of any stop order or other determination or ruling by
any federal agency or any state with respect to the offer or sale of
such Shares in such state.
(f) The content, adequacy or completeness of any prospectus, proxy
statement, financial report or other document required or requested by
the Fund to be transmitted to Shareholders.
3.02. ICA shall indemnify and hold the Fund harmless from and against any
and all losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to any action or failure or omission to
act by ICA as a result of ICA's lack of good faith, gross negligence or willful
misconduct or the breach of any warranty or representation of ICA hereunder.
3.03. At any time ICA may apply to an officer of the Fund for instructions,
and may consult with the Fund's legal counsel with respect to any matter arising
in connection with the services to be performed by ICA under this Agreement, and
ICA and its agents or subcontractors shall not be liable and shall be
indemnified by the Fund for any action taken or omitted by it in reliance upon
such instructions or upon the opinion of such counsel. ICA, its agents and
subcontractors shall be protected and indemnified in acting upon any paper or
document furnished by or on behalf of the Fund, reasonably believed to be
genuine and to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents provided by ICA or its
agents or subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Fund, and shall not beheld to have notice
of any change of authority of any person, until receipt of written notice
thereof from the Fund. ICA, its agents and subcontractors shall also be
protected and indemnified in recognizing stock certificates which are reasonable
believed to bear the proper manual or facsimile signatures of the offers of the
Fund, and the proper countersignature of any former transfer agent or registrar,
or of a co-transfer agent or co-registrar.
3.04. In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.
3.05. Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision to this Agreement or for any act
or failure to act hereunder.
3.06. In order that the indemnification provisions contained in this
Article 3 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
4. COVENANTS OF THE FUND AND ICA
4.01. ICA shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable, provided such form
and manner of recordkeeping confirms to the applicable provisions of the 1934
Act and the 1940 Act. To the extent required by Section 31 of the 1940 Act and
the Rules thereunder, ICA agrees that all such records prepared or maintained by
ICA relating to the services to be performed by ICA hereunder are the property
of the Fund and will be preserved, maintained and made available in accordance
with such Section and Rules, and will be surrendered promptly to the Fund no and
in accordance with its request.
4.02. ICA and the Fund agree that all books, records, information and data
pertaining to the business of the other party which are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement shall remain
confidential, and shall not be voluntarily disclosed to any other person, except
as may be required by law.
4.03. In case of any requests or demands for the inspection of the
Shareholder records of the Fund, ICA will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
inspection. ICA reserves the right, however, to exhibit the Shareholder records
to any person whenever it is advised by its counsel that it may be held liable
for the failure to exhibit the Shareholder records to such person, and shall
promptly notify the Fund of any unusual request to inspect or copy the
shareholder records of the Fund or the receipt of any other unusual request to
inspect, copy or produce the records of the Fund.
4.04. The fund covenants that it shall keep its Registration Statement with
respect to the Fund current and in effect; that such Registration Statement
shall contain all the information required by Form N-1A under the 1940 Act; that
such Registration Statement shall contain no material misstatements of fact or
fail to state any facts the omission of which would render the facts stated
misleading; and that the fund shall be responsible for the payment of all
registration fees applicable to the Shares. The Fund agrees to notify ICA of all
states in which the Fund's Shares are registered for sale, any limitations on
the amount of Shares that can be sold in any state and any changes in the status
of a state registration.
5. TERMINATION OF AGREEMENT
5.01. This Agreement shall become effective as of the date hereof and shall
remain in force for in indefinite period, provided however, that both parties to
this Agreement have the option to terminate the Agreement, without penalty, upon
thirty (30) days' prior written notice.
5.02. Should the Fund exercise its right to terminate, all expenses
incurred by ICA associated with the movement of records and material will be
borne by the Fund. Such expenses will include all out-of-pocket expenses and the
reasonable cost of all time incurred to train or consult with the successor
transfer agent with regard to the transfer of shareholder accounting and stock
transfer responsibilities.
6. AMENDMENTS TO THIS AGREEMENT
This Agreement may be amended by the parties hereto only if such amendment
is in writing and signed by both parties.
7. MERGER OF AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject matter hereof
whether oral or written.
8. NOTICES
All notices and other communications hereunder shall be in writing, shall
be deemed to have been given when received or when sent by telex or facsimile,
and shall be given to the following addresses (or such other addresses as to
which notice is given):
To the Fund: To ICA:
Matrix Asset Advisors, Inc. ICA Fund Services Corp.
000 Xxxxx Xxxxxx, 00xx Xxxxx 0000 X. Xxxxxxxxx Xxxx, Xxxxx 000X
Xxx Xxxx, Xxx Xxxx 00000-0000 Xxxxxxx, XX 00000
IN WITNESS WHEREOF, the parties hereto have executes this Agreement as of
the day and year first above written.
MATRIX ADVISORS VALUE FUND, INC. ICA FUND SERVICES CORP.
By:____________________________ By:_______________________
Title:___________________________ Title:______________________
MATRIX ADVISORS VALUE FUND, INC.
AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
THIS ADDENDUM dated ___________, 2002 to Section 7 of the Transfer Agent
Servicing Agreement (the "Agreement") dated July 1, 2000, by and between Matrix
Advisors Value Fund, Inc., (the "Fund"), a Maryland Corporation, and U.S.
Bancorp Fund Services, LLC, a Wisconsin limited liability company and successor
party in interest to ICA Fund Services, Corp., (hereinafter referred to as
"USBFS"), hereby amend the Agreement as set forth below.
Section 7 Proprietary and Confidential Information of the Agreement shall
be replaced in its entirety with the following:
USBFS agrees on behalf of itself and its directors, officers, and employees
to treat confidentially and as proprietary information of the Fund all
records and other information relative to the portfolios organized under
the Fund and their prior, present, or potential shareholders (and clients
of said shareholders) and not to use such records and information for any
purpose other than the performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing by
the Fund, which approval shall not be unreasonably withheld and may not be
withheld where USBFS may be exposed to civil or criminal contempt
proceedings for failure to comply after being requested to divulge such
information by duly constituted authorities, or when so requested by the
Fund.
Notwithstanding the above, USBFS will adhere to the privacy policies
adopted by the Fund pursuant to Title V of the Xxxxxx-Xxxxx Xxxxxx Act (the
"Act") as may be modified from time to time. Further, USBFS will not share
any nonpublic personal information concerning any of the Fund portfolios'
shareholders to any third party unless specifically directed by the Fund or
allowed under one of the exceptions noted under the Act.
