0000894189-09-003636 Sample Contracts

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • October 30th, 2009 • Matrix Advisors Value Fund Inc • Wisconsin

THIS AGREEMENT is made and entered into as of this 9th day of December, 2008, by and between MATRIX ADVISORS VALUE FUND, INC., a Maryland corporation, (the “Company”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • October 30th, 2009 • Matrix Advisors Value Fund Inc • Wisconsin

Exhibit C – Matrix Advisors Value Fund, Inc. TRANSFER AGENT SERVICES FEE SCHEDULE (Continued) Conversion Costs Conversion costs will be negotiated based upon the condition of records to be converted and the volume of records to be converted. Special Reports All reports and/or analyses requested by the Fund’s auditors, legal counsel, Advisor, or any regulatory agency having jurisdiction over the Fund, that are not in the normal course of administrative or transfer agency activities as specified in this Agreement or are not required to clarify standard reports generated by US Bancorp Fund Services, LLC, shall be subject to an additional charge, agreed upon in advance and in writing, based upon the following rates: Labor: Senior Staff $100.00/hr. Junior Staff $ 50.00/hr. Computer time $ 45.00/hr. Custom Programming All custom programming requests to be used by US Bancorp Fund Services, LLC, the Advisor or any regulatory agency, to be made to US Bancorp Fund Services, LLC’s transfer agency

FIRST AMENDMENT TO THE
Distribution Agreement • October 30th, 2009 • Matrix Advisors Value Fund Inc

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”).

ADDENDUM TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • October 30th, 2009 • Matrix Advisors Value Fund Inc

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”).

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