ADDENDUM TO THE TRANSFER AGENT SERVICING AGREEMENT
ADDENDUM
TO THE
THIS
ADDENDUM dated as of this 2nd day
of June, 2009, to the Transfer Agent Servicing Agreement dated as of December 9,
2008, as amended (the “Transfer Agent Agreement”), is entered into by and
between MATRIX ADVISORS VALUE
FUND, INC. a Maryland corporation (the “Funds”) and U.S. BANCORP FUND SERVICES, LLC,
a Wisconsin limited liability company (“the Transfer
Agent”).
RECITALS
WHEREAS, the Funds and
Transfer Agent entered into the Transfer Agent Agreement; and
WHEREAS, the Funds and
Transfer Agent desire to modify the Amendment to the Transfer Agent Agreement
regarding the Anti-Money Laundering Program dated July 24, 2002 (the “AML
Amendment”) to add references to the Red Flag Identity Theft Prevention Program;
and
WHEREAS, Section 9 of the
Transfer Agent Agreement allows for its modification by mutual written consent
of the parties.
NOW, THEREFORE, the Funds and
Transfer Agent agree to modify Sections 1-5 of the AML Amendment as provided
below:
1. The
Funds acknowledge that it has had an opportunity to review, consider and comment
upon the Procedures. Further, the Funds have determined that the
Procedures, as part of the Funds’ overall anti-money laundering program and the
Red Flag Identity Theft Prevention program, are reasonably designed to prevent
the Funds from being used for money laundering or the financing of terrorist
activities and to achieve compliance with the applicable provisions of the Fair
and Accurate Credit Transactions Act of 2003 and the USA Patriot Act of 2001 and
the implementing regulations thereunder.
2. Based
on this determination, the Funds hereby instruct and direct the Transfer Agent
to implement the Procedures on the Funds’ behalf, as such may be amended or
revised from time to time.
3. It
is contemplated that these Procedures will be amended from time to time by the
parties as additional regulations are adopted and/or regulatory guidance is
provided relating to the Funds’ anti-money laundering and identity theft
responsibilities.
4. Transfer
Agent agrees to provide to the Funds:
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(a)
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Prompt
written notification of any transaction or combination of transactions
that Transfer Agent believes, based on the Procedures, evidence money
laundering or identity theft activities in connection with the Funds or
any shareholder of the Funds;
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(b)
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Prompt
written notification of any customer(s) that Transfer Agent reasonably
believes, based upon the procedures, to be engaged in money laundering or
identity theft activities, provided that the Funds agree not to
communicate this information to the
customer;
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(c)
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Any
reports received by Transfer Agent from any government agency or
applicable industry self-regulatory organization pertaining to Transfer
Agent’s anti-money laundering monitoring or the Red Flag Identity Theft
Prevention Program on behalf of the
Funds;
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(d)
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Prompt
written notification of any action taken in response to anti-money
laundering violations or identity theft activity as described in (a), (b)
or (c); and
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(e)
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Certified
annual and quarterly reports of its monitoring and customer identification
activities on behalf of the Funds.
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5. The
Funds hereby direct, and Transfer Agent acknowledge, that Transfer Agent shall
(i) permit federal regulators access to such information and records maintained
by Transfer Agent and relating to Transfer Agent’s implementation of the
Procedures, on behalf of the Funds, as they may request, and (ii) permit such
federal regulators to inspect Transfer Agent’s implementation of the Procedures
on behalf of the Funds.
Except to
the extent amended hereby, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the
parties hereto have caused this Addendum to be executed by a duly authorized
officer on one or more counterparts as of the date and year first written
above.
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MATRIX ADVISORS VALUE FUND,
INC.
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U.S.
BANCORP FUND SERVICES, LLC
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By:
/s/Xxxxx X.
Xxxx
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By:
/s/Xxxxxxx X.
XxXxx
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Name:
Xxxxx X. Xxxx
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Name:
Xxxxxxx X. XxXxx
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Title:
President
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Title:
Executive Vice President
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