FIRST AMENDMENT TO THE
FIRST
AMENDMENT TO THE
THIS FIRST AMENDMENT dated as
of March 10, 2009, to the Distribution Agreement, dated as of November 22, 2002
(the "Agreement"), is entered into by and among MATRIX ADVISORS VALUE FUND, INC.
a Maryland corporation, (the "Fund"), QUASAR DISTRIBUTORS, LLC, (the “Distributor”) and
MATRIX ASSET ADVISORS, INC.
(the “Advisor”).
RECITALS
WHEREAS, the parties have
entered into an Agreement; and
WHEREAS, the parties desire to
amend the fees of the Agreement, effective January 1, 2009; and
WHEREAS, Section 9, paragraph
B of the Agreement allows for its amendment by a written instrument executed by
both parties.
NOW, THEREFORE, the parties
agree as follows:
Exhibit B
of the Agreement is hereby superseded and replaced with Amended Exhibit B
attached hereto.
Except to
the extent amended hereby, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the
parties hereto have caused this First Amendment to be executed by a duly
authorized officer on one or more counterparts as of the date and year first
written above.
|
MATRIX
ADVISORS VALUE FUND, INC
|
QUASAR
DISTRIBUTORS, LLC
|
|
By:
/s/Xxxxx
Xxxx
|
By:
/s/Xxxxx X.
Xxxxxxxxx
|
|
Printed
Name: Xxxxx
Xxxx
|
Printed
Name: Xxxxx X.
Xxxxxxxxx
|
|
Title:
3/10/09
|
Title:
President
|
|
MATRIX
ASSET ADVISORS, INC
|
|
|
By:
/s/Xxxxx
Xxxx
|
|
|
Name: Xxxxx
Xxxx
|
|
|
Title: 3/10/09
|
1
Amended
Exhibit B to the Distribution Agreement – Matrix Advisors Value Fund,
Inc.
|
QUASAR
DISTRIBUTORS, LLC
REGULATORY
DISTRIBUTION SERVICES
Annual
Fee Schedule – at January 1, 2009
|
|
Basic Distribution Services*
· 1
basis point of the Fund’s average daily net assets, payable monthly in
arrears
· Minimum
annual fee: first class or series -- $5,000; each additional
series -- $1,000
Advertising Compliance Review/FINRA
Filings
· $150 per job for the first 10 pages
(minutes if tape or video); $20 per page (minute if tape or
video) thereafter
· Non-FINRA
filed materials, e.g. Internal Use Only Materials
$100 per job for the first 10 pages
(minutes if tape or video); $20 per page (minutes if tape or
video thereafter)
· FINRA
Expedited Service for 3 Day Turnaround
$1,000 for the first 10 pages (minutes
if audio or video); $25 per page (minute if audio or
video) thereafter. (Comments are faxed. FINRA may
not accept expedited request.)
Licensing of Investment Advisor’s Staff (if
desired)
· $ 900 per year per registered
representative (“RR”) for 3 individuals or less
· $2,000 per year per registered
representative beyond the first 3 individuals
· Quasar
is limited to these licenses for sponsorship: Series, 6, 7, 24, 26, 27,
63, 66, 63/65
· Plus
all associated FINRA and State fees for Registered Representatives,
including license and renewal fees.
CCO Support
Services – annual fee of $2,000 effective
January 1, 2009
Out-of-Pocket Expenses
Reasonable
out-of-pocket expenses incurred by the Distributor in connection with
activities primarily intended to result in the sale of Shares, including,
without limitation:
· typesetting,
printing and distribution of Prospectuses and shareholder
reports
· production,
printing, distribution and placement of advertising and sales literature
and materials
· engagement
of designers, free-xxxxx writers and public relations firms
· long-distance
telephone lines, services and charges
· postage
· overnight
delivery charges
· FINRA
registration fees [to include late U5 Charge – (if
applicable)]
(FINRA
advertising filing fees are included in Advertising Compliance Review
section above)
· record
retention
· travel,
lodging and meals
Fees
are billed monthly.
*
Subject to CPI increase
Effective with the first day
after expiration of the first twelve (12) months of service, the fees and
charges set forth in this Schedule shall be increased over the fees and
charges during the previous twelve (12) months in the amount equal to the
change in the Consumer Price Index for all Urban Consumers in the
Milwaukee, Wisconsin Metropolitan Statistical Area, All Terms, Based
1982-1984 = 100, as last reported by the U.S. Bureau of Labor Statistics
(“CPI-U”) during the five (5) year period immediately preceding expiration
of the first 12 month service period. Thereafter, all of the
fees and charges in this fee schedule (except for out-of-pocket expenses)
shall increase annually upon each anniversary of this Schedule in an
amount equal to the percentage change in the CPI-U for the proceeding
twelve (12) months.
|
2
