Filed with the U.S. Securities and Exchange Commission on October 30, 2017

1933 Act Registration File No. 002-84222
1940 Act File No. 811-03758
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM N-1A
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
   
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Post-Effective Amendment No.
47
 
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and/or
 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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Amendment No.
48   
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(Check appropriate box or boxes.)

MATRIX ADVISORS VALUE FUND, INC.
  (Exact Name of Registrant as Specified in Charter)
 
10 Bank Street, Suite 590,
White Plains, NY 10606
(Address of Principal Executive Offices, including Zip Code)
 
Registrant’s Telephone Number, including Area Code:   1-800-366-6223
 
David A. Katz
10 Bank Street, Suite 590
White Plains, New York 10606
 
(Name and Address of Agent for Service)

Copy to:
Carol A. Gehl, Esq.
Godfrey & Kahn S.C.
833 E. Michigan St., Suite 1800
Milwaukee, Wisconsin 53202

It is proposed that this filing will become effective (check appropriate box)
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immediately upon filing pursuant to paragraph (b)
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on October 31, 2017 pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on (date) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:
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This post-effective amendment designates a new effective date for a previously filed post- effective amendment.

EXPLANATORY NOTE
This Post-Effective Amendment No. 47 to the Registration Statement of Matrix Advisors Value Fund, Inc. is being filed to add the audited financial statements and certain related financial information for the fiscal year ended June 30, 2017, and to make other permissible changes under Rule 485(b) of the Securities Act of 1933, as amended.
 

 
 
MATRIX ADVISORS
VALUE FUND, INC.
ticker: mavfx

10 Bank Street, Suite 590
White Plains, New York 10606

 
Prospectus

October 31, 2017















The Securities and Exchange Commission (the “SEC”) has not approved or disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
 

 
TABLE OF CONTENTS
 
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PN
 

 
Summary Section

Investment Objective

The Matrix Advisors Value Fund (the “Fund”) seeks to achieve a total rate of return which is comprised of capital appreciation and current income.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual fund operating expenses
(expenses that you pay each year as a percentage of the value of your investment)
 
   
Management Fees
0.75%
Other Expenses
0.44%
Total Annual Fund Operating Expenses
1.19%
Less: Fee Waiver and/or Expense Reimbursement
-0.20%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (1)
0.99%
   

(1)
Matrix Asset Advisors, Inc. (the “Advisor”), the Fund’s investment adviser, has contractually agreed to reduce its fees and/or pay Fund expenses (excluding acquired fund fees and expenses, leverage interest, taxes, brokerage commissions and extraordinary expenses) in order to limit the Fund’s total annual fund operating expenses to 0.99% of the Fund’s average net assets (the “Expense Cap”). The Expense Cap will remain in effect until at least October 31, 2018. The agreement may be terminated at any time, and without payment of any penalty, by the Fund’s Board of Directors (the “Board of Directors”) upon 60 days’ written notice to the Advisor. The agreement may not be terminated by the Advisor without the consent of the Board of Directors. The Advisor is permitted, with Board approval, to recoup fees waived and expenses reimbursed in the prior three fiscal years if such recoupment does not cause the Fund to exceed the lesser of (i) the Expense Cap in effect at the time of the waiver or reimbursement and (ii) the Expense Cap in effect at the time of recoupment. Currently, the Advisor has agreed not to seek reimbursement of such fee waivers and/or expense reimbursements.

Example

This Example is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The expenses below reflect the Expense Cap for the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year
3 Years
5 Years
10 Years
$101
$358
$635
$1,425

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 22% of the average value of its portfolio.
 

Principal Investment Strategies

The Fund invests primarily in both dividend and non-dividend paying common stocks of U.S. companies that the Advisor believes are financially strong and meet specific valuation criteria using the principles of value investing based on Classic Valuation Analysis. Using valuation models, statistics such as earnings growth, dividend growth, return on equity and book value are analyzed versus their historical, current and projected levels to determine a company’s “Intrinsic Value.”  The Fund invests primarily in large capitalization companies, which the Advisor defines as companies with minimum market capitalizations of $2 billion at the time of purchase. Stocks will be sold when the Advisor believes they no longer represent value. The Fund may invest in any sector. At times, the Advisor may overweight the Fund’s portfolio in one or more particular sectors, and/or underweight the Fund’s portfolio or not invest in one or more particular sectors.

Principal Investment Risks

There is a risk that you could lose all or a portion of your investment in the Fund. The following are some of the principal risks that can affect the value of your investment:

Management Risk.   The risk that the Advisor may fail to implement the Fund’s investment strategies and meet its investment objective.

Market Risk.   The market price of a security may fluctuate, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than it cost when originally purchased or less than it was worth at an earlier time.

Common Stock Risk.   Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value   as market confidence in and perceptions of their issuers change.

Large Capitalization Company Risk.   Larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in consumer tastes or innovative, smaller competitors. Also, large-capitalization companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion.

Sector Emphasis Risk.   Investing a substantial portion of the Fund’s assets in related industries or sectors may have greater risks, because companies in these sectors may share common characteristics and may react similarly to market developments. In recent years, the Fund has concentrated its investments in the Financials sector, and as a result, it may be more susceptible to the particular risks that may affect companies in the Financials sector, including government regulations, economic conditions, credit rating downgrades, changes in interest rates and decreased liquidity in credit markets.

Value Strategy Risk.   The stock of value companies can continue to be undervalued for long periods of time and not realize its expected value. The Advisor may not be able to accurately determine the “Intrinsic Value” of a company, resulting in the purchase of an overvalued security or premature sale of an undervalued company. Additionally, the market may use different criteria to determine a company’s value, which could have unexpected effects on a company’s performance and cause losses for the Fund.

Cyber Security Risk.   Investment companies, such as the Fund, and their service providers may be subject to operational and information security risks resulting from cyber attacks. Cyber attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cyber security breaches. Cyber attacks may interfere with the processing of shareholder transactions, impact the Fund’s ability to calculate its net asset value (“NAV”), cause the release of private shareholder information or confidential company information, impede redemptions, subject the Fund to regulatory fines or financial losses, and cause reputational damage. The Fund may also incur additional costs for cyber security risk management purposes. Similar types of cyber security risks are also present for issuers of securities in which the Fund invests.
 

Performance

The following performance information provides some indication of the risks of investing in the Fund. The bar chart below shows how the Fund’s total returns have varied from year to year. The table below shows how the Fund’s average annual total returns for 1-year, 5-year and 10-year periods compare with that of a broad-based market index. The Fund’s past performance (before and after taxes) is not necessarily an indication of how it will perform in the future. Updated performance information is available on the Fund’s website at www.matrixadvisorsvaluefund.com.

Calendar Year Total Returns*
 
 
* The Fund’s year-to-date return as of September 30, 2017 was 7.20%.

During the periods shown in the bar chart, the Fund’s highest quarterly return was 22.10% for the quarter ended June 30, 2009, and the lowest quarterly return was -26.31% for the quarter ended December 31, 2008.

After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

Average Annual Total Returns as of December 31, 2016
 
1 Year
5 Years
10 Years
Matrix Advisors Value Fund
     
Return before taxes
15.15%
12.85%
4.12%
Return after taxes on distributions
14.51%
12.45%
3.61%
Return after taxes on distributions and sale of fund shares
9.11%
10.28%
3.29%
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)
11.96%
14.66%
6.95%
 
Management

Investment Advisor
Portfolio Manager
Managed the Fund Since
     
Matrix Asset Advisors, Inc.
David A. Katz, President and Chief Investment Officer
1996

Purchase and Sale of Fund Shares

You may purchase or redeem Fund shares on any business day by written request via mail (Matrix Advisors Value Fund, Inc., c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, WI 53201-0701), by wire transfer, by telephone at 1-866-209-1965, or through a financial intermediary. The minimum initial and subsequent investment amounts are shown in the table below.

Minimum Investments
 
To Open Your Account
To Add to Your Account
Regular Account
$1,000
$100
Retirement Account
$500
$100
Automatic Investment Plan
$500
$100

Tax Information

The Fund’s distributions are taxed as ordinary income or long-term capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case you may be subject to federal income tax upon withdrawal from such tax-deferred arrangement.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

Additional Information about the Fund’s
Investment Objective and Principal Investment Strategies

The investment objective of the Fund is to achieve a total rate of return which is comprised of capital appreciation and current income. The Fund invests primarily in both dividend and non-dividend paying common stocks of large capitalization domestic companies. The Advisor selects investment securities that are financially strong and meet specific valuation criteria using the principles of value investing based on Classic Valuation Analysis.

Classic Valuation Analysis

Classic Valuation Analysis is an investment methodology based on principles developed over 70 years ago by Benjamin Graham. Using valuation models, statistics such as earnings growth, dividend growth, return on equity and book value are analyzed versus their historical, current and projected levels to determine a company’s “Intrinsic Value.”  Value criteria requires companies to have a strong financial position, as measured by balance sheet data, and current low stock market valuation in comparison to investment “Intrinsic Value” as measured by historic and current earnings, dividends, return on equity and book value.
 

Consistent with the principles of Classic Valuation Analysis, the Fund diversifies its portfolio over a range of companies and industries. The Fund may invest in any sector. At times the Advisor may overweight the Fund’s portfolio in one or more particular sectors, and/or underweight the Fund’s portfolio or not invest in one or more particular sectors. Once a stock has been purchased for the Fund’s portfolio, it generally is sold for one of two reasons:

·
the security no longer represents a value, as determined by the Advisor; or

·
there has been a fundamental change in the issuer’s balance sheet or results of operations so that it no longer meets the Fund’s financial or valuation criteria.

In addition, the Fund may, in unusual circumstances, sell a security at a time when the sale is not indicated by Classic Valuation Analysis to avoid adverse tax consequences or to meet abnormally heavy redemption requests.

The Fund generally has had a low rate of portfolio turnover, which may lead to lower transaction costs and may help to improve Fund performance. However, portfolio securities may be sold without regard to the length of time they have been held.

Temporary Defensive Strategies

Under normal market conditions, the Fund will stay fully invested in stocks. The Fund, however, may temporarily depart from its principal investment strategies by investing up to 100% of its assets in cash, cash equivalents, high quality short-term money market instruments or money market mutual funds, in response to adverse market, economic or political conditions, or in other appropriate circumstances. If this type of defensive strategy is employed, the Fund may not achieve its investment objective.

Index Description

The S&P 500 ® Index is an unmanaged index generally representative of the market for the stocks of large-sized U.S. companies. You may not invest directly in the S&P 500 ® Index and, unlike the Fund, it does not incur fees and expenses.

Additional Information about the Principal Risks of Investing in the Fund

The principal risks that may adversely affect the Fund’s NAV or total return are summarized above under “Summary Section.”  These risks are discussed in more detail below.

Management Risk. Management risk means that your investment in the Fund varies with the success or failure of the Advisor’s investment strategies and the Advisor’s research, analysis and determination of portfolio securities. If the Advisor’s investment strategies do not produce the expected results, your investment could be diminished or even lost.

Market Risk. Market risk means that the price of the Fund’s portfolio may move up or down (sometimes rapidly and unpredictably) in response to general market and economic conditions, investor perception and anticipated events, as well as the activities of the particular issuer. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Since the Fund invests in equity securities, its share price will change daily in response to stock market movements.
 

Common Stock Risk. Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. Investor perceptions may impact the market and are based on various and unpredictable factors including expectations regarding government, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction; and global or regional political, economic and banking crises. If you hold common stocks of any given issuer, you would generally be exposed to greater risk than if you hold preferred stocks or debt obligations of the issuer because common stockholders generally have inferior rights to receive payments from issuers in comparison with the rights of preferred stockholders, bondholders and other creditors of such issuers.

Large Capitalization Company Risk . Larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in consumer tastes or innovative, smaller competitors. Also, large-capitalization companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion.

Sector Emphasis Risk. Investing a substantial portion of the Fund’s assets in related industries or sectors may have greater risks, because companies in these sectors may share common characteristics and may react similarly to market developments. In recent years, the Fund has concentrated its investments in the Financials sector, and as a result, it may be more susceptible to the particular risks that may affect companies in the Financials sector, including government regulations, economic conditions, credit rating downgrades, changes in interest rates and decreased liquidity in credit markets.

Value Strategy Risk. Undervalued stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Undervalued stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, these stocks can continue to be inexpensive for long periods of time and may not realize their full economic value. The Advisor may not be able to accurately determine the “Intrinsic Value” of a company, resulting in the purchase of an overvalued security or premature sale of an undervalued company. Additionally, the market may use different criteria to determine a company’s value, which could have unexpected effects on a company’s performance and cause losses for the Fund.

Cyber Security Risk . Investment companies, such as the Fund, and their service providers may be subject to operational and information security risks resulting from cyber attacks. Cyber attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cyber security breaches. Cyber attacks affecting the Fund or the Advisor, custodian, transfer agent, intermediaries and other third-party service providers may adversely impact the Fund. For instance, cyber attacks may interfere with the processing of shareholder transactions, impact the Fund’s ability to calculate its NAV, cause the release of private shareholder information or confidential company information, impede redemptions, subject the Fund to regulatory fines or financial losses, and cause reputational damage. The Fund may also incur additional costs for cyber security risk management purposes. Similar types of cyber security risks are also present for issuers of securities in which the Fund invests, which could result in material adverse consequences for such issuers, and may cause the Fund's investment in such portfolio companies to lose value.

The Fund may be appropriate for investors who:

·
Are pursuing a long-term goal such as retirement;
·
Want to add an investment in undervalued stocks to their equity portfolio; and
·
Are willing to accept higher short-term risk along with higher potential for long-term growth of capital.
 
Portfolio Holdings

A description of the Fund’s policies and procedures regarding disclosure of the Fund’s portfolio securities is available in the Fund’s Statement of Additional Information (“SAI”).

Investment Advisor

Matrix Asset Advisors, Inc. is the investment adviser to the Fund. The Advisor’s address is 10 Bank Street, Suite 590, White Plains, New York, 10606. The Advisor has provided investment advisory services to individuals, endowment, and pension accounts since 1986 and to another mutual fund, the Matrix Advisors Dividend Fund, a series of Matrix Advisors Funds Trust, since 2016. As of September 30, 2017, the Advisor managed assets of approximately $751 million. The Advisor provides the Fund with advice on buying and selling securities. The Advisor also furnishes the Fund with office space and certain administrative services and provides most of the personnel needed by the Fund. For its services, the Fund pays the Advisor a monthly management fee based upon its average daily net assets. Currently, the Advisor receives a management fee of 0.75% of the Fund’s average daily net assets. For the fiscal year ended June 30, 2017, the Advisor received management fees of 0.56 % of the Fund’s average daily net assets, after fee waivers.

A discussion regarding the basis for the Board of Directors’ approval of the investment advisory agreement with the Advisor is available in the Fund’s semi-annual report to shareholders for the period ended December 31, 2016.

Portfolio Manager

Mr. David A. Katz, President and Chief Investment Officer of the Advisor, has overall responsibility for the Advisor’s investment efforts and is primarily responsible for the management of the Fund’s portfolio. He graduated summa cum laude from Union College with a Bachelor of Arts degree in Economics. He received a Master of Business Administration degree, with a concentration in Finance, from New York University Graduate School of Business in 1987, graduating with distinction. His numerous works on Value Investing have earned him various awards and distinctions at the undergraduate and graduate levels. Mr. Katz is a CFA charterholder. After initially working at Management Asset Corporation (Westport, CT), Mr. Katz co-founded Value Matrix Management with the late John M. Gates in 1986. He served as the firm’s Senior Vice President and Chief Investment Officer and was Head of the Investment Policy Committee. In 1990, he merged the Value Matrix Management organization into Matrix Asset Advisors. Mr. Katz chairs the Investment Policy Committee and is a Portfolio Manager/Analyst. He appears frequently as a guest on CNBC and Bloomberg Radio. He has been President and Chief Investment Officer of the Advisor and a principal shareholder of the Advisor for over twenty years. The Fund’s SAI provides additional information about the portfolio manager’s compensation, other accounts managed by the portfolio manager and the portfolio manager’s ownership of securities of the Fund.
 
Fund Expenses

The Fund is responsible for its own operating expenses. The Advisor has contractually agreed to waive the management fees and/or reimburse expenses of the Fund to ensure that the Fund’s total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, acquired fund fees and expenses and extraordinary expenses) will not exceed 0.99% of the Fund’s average daily net assets. The operating expenses limitation agreement between the Fund and the Advisor (the “Waiver Agreement”) will remain in effect through at least October 31, 2018. However, the Waiver Agreement may be terminated at any time, and without payment of any penalty, by the Board of Directors, upon 60 days’ written notice to the Advisor. The Waiver Agreement may not be terminated by the Advisor without the consent of the Board of Directors. Any reduction in advisory fees or payment of expenses made by the Advisor may be reimbursed by the Fund upon request by the Advisor in subsequent fiscal years. This reimbursement may be requested if the aggregate amount actually paid by the Fund toward operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. The Advisor is permitted to be reimbursed for management fee waivers and/or expense reimbursements made in the prior three fiscal years. Any such reimbursement will be reviewed by the Board of Directors. The Fund must pay its current ordinary operating expenses before the Advisor is entitled to any reimbursement of management fees and/or expenses. Currently, the Advisor has agreed not to seek reimbursement of such management fee waivers and/or expense reimbursements.
 

Shareholder Information

How to Buy Shares

You may open a Fund account with a minimum initial investment of $1,000, and add to your account at any time with a minimum subsequent investment of $100 or more. You may open a retirement account or Automatic Investment Plan account with a minimum initial investment of $500 and add to your account at any time with a minimum subsequent investment of $100 or more. The Fund may waive minimum investment requirements from time to time.

In compliance with the USA PATRIOT Act of 2001, please note that U.S. Bancorp Fund Services, LLC, the Fund’s transfer agent (the “Transfer Agent”), will verify certain information on your account application as part of the Fund’s anti-money laundering program. As requested on the application, you must supply your full name, date of birth, social security number and permanent street address. If you are opening the account in the name of a legal entity ( e.g., partnership, limited liability company, business trust, corporation, etc.), you must also supply the identity of the beneficial owners. Mailing addresses containing only a P.O. Box will not be accepted. Please contact the Transfer Agent at 1-866-209-1965, if you need additional assistance when completing your application.

If we do not have a reasonable belief of the identity of a customer, the account will be rejected or the customer will not be allowed to perform a transaction on the account until such information is received. The Fund may also reserve the right to close the account within five business days if clarifying information/documentation is not received.

You may purchase shares of the Fund by check, wire or via electronic funds transfer through the Automated Clearing House (ACH) network. Your share purchase price will be at the NAV next determined after the Transfer Agent receives your order with complete information and meeting all of the requirements discussed in this Prospectus. For certain qualified brokers, when you place your order with such a broker or its authorized agent, your order is treated as if you had placed it directly with the Transfer Agent, and you will pay or receive the next share price calculated by the Fund. The Fund will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker’s authorized designee, receives the order. All purchases by check must be in U.S. dollars, drawn on a U.S. financial institution. If your check does not clear you will be charged a return check fee and may be responsible for any loss sustained by the Fund. The Fund will not accept payment in cash or money orders. To prevent check fraud, the Fund will not accept third party checks, Treasury checks, credit card checks, traveler’s checks or starter checks for the purchase of shares. The Fund is unable to accept post-dated checks or any conditional order or payment. The Fund does not issue share certificates.
 

The Fund reserves the right to reject any purchase order if, in the Fund’s discretion, it is in its best interest to do so. For example, a purchase order may be refused if it appears so large that it would disrupt the management of the Fund. Purchases may also be rejected from persons believed to be engaged in “frequent trading” as described under “Frequent Trading,” below. Investors will generally be notified of any purchase orders that are rejected within two business days.
 
Shares of the Fund have not been registered for sale outside of the United States.

By Check

If you are making an initial investment in the Fund, simply complete the Account Application included with this Prospectus and mail or send it via overnight delivery with a check made payable to “Matrix Advisors Value Fund, Inc.” to:

Regular Mail
Matrix Advisors Value Fund, Inc.
c/o U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701
Overnight Delivery
Matrix Advisors Value Fund, Inc.
c/o U.S. Bancorp Fund Services, LLC
615 E. Michigan Street, 3 rd Floor
Milwaukee, WI 53202-5207

Please do not send letters by overnight delivery service or express mail to the P.O. Box address. The Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposit in the mail or with such services, or receipt at the Transfer Agent post office box, of purchase orders or redemption requests does not constitute receipt by the Transfer Agent. Receipt of purchase orders or redemption requests is based on when the order is received at the Transfer Agent’s offices.

If you are making a subsequent purchase, please note that an Invest by Mail form is attached to the confirmation statement you will receive after each transaction. Detach the form from the confirmation statement and mail it together with a check made payable to “Matrix Advisors Value Fund, Inc.” to the Fund in the envelope provided with your statement or to the address noted above. You should write your account number on the check.

You may also mail a letter together with a check to the Transfer Agent identifying the name of the Fund and indicating the dollar value of shares to be purchased. Please write your account number on the check.

By Wire

If you are making your first investment in the Fund, you must have a completed Account Application before you wire funds to the Transfer Agent. You can mail or overnight deliver your Account Application to the Transfer Agent at the above address. You may also fax the Account Application by calling the Transfer Agent at 1-866-209-1965. Upon receipt of your completed Account Application, the Transfer Agent will establish an account for you. The account number assigned will be required as part of the instruction that should be provided to your bank to send the wire. Your bank must include the name of the Fund you are purchasing, the account number, and your name so that monies can be correctly applied. Your bank should transmit funds by wire to:

U.S. Bank N.A.
777 E. Wisconsin Avenue
Milwaukee, WI 53202
ABA No.: 075000022
 
Credit:  U.S. Bancorp Fund Services, LLC
Account No.:  112-952-137
Further Credit: Matrix Advisors Value Fund, Inc.
Account name (shareholder name)
Shareholder account number

Before sending your wire, please contact the Transfer Agent at 1-866-209-1965 to advise it that you are intending to wire funds. This will ensure prompt and accurate credit upon receipt of your investment. Your bank may charge you a fee for sending a wire to the Fund. Wired funds must be received prior to 4:00 p.m., Eastern Time, to be eligible for the same day pricing. The Fund and U.S. Bank N.A. are not responsible for the consequences of delays resulting from the banking or Federal Reserve wire system, or from incomplete wiring instructions.

Telephone Purchase

Investors may purchase additional shares of the Fund by calling 1-866-209-1965. Unless you declined this option on your account application, telephone orders will be accepted via electronic funds transfer from your bank account through the Automated Clearing House (ACH) network. You must have banking information established on your account prior to making a purchase and your account must be open for 15 days before the first telephone purchase. If your order is received prior to 4:00 p.m. Eastern time, your shares will be purchased at the NAV calculated on the day your order is placed.

Telephone trades must be received by or prior to market close. During periods of high market activity, shareholders may encounter higher than usual call waits. Please allow sufficient time to place your telephone transaction.

Investment Brokers or Dealers

You may buy or sell shares of the Fund through certain brokers (and their agents) that have made arrangements with the Fund to sell its shares. For certain qualified brokers, when you place your order with such a broker or its authorized agent, your order is treated as if you had placed it directly with the Transfer Agent, and you will pay or receive the next share price calculated by the Fund. The broker (or agent) generally holds your shares in an omnibus account in the broker’s (or agent’s) name, and the broker (or agent) maintains your individual ownership records. The Advisor may pay the broker (or its agent) for maintaining these records as well as providing other shareholder services. The broker (or its agent) may charge you a fee for handling your order. The broker (or agent) is responsible for processing your order correctly and promptly, keeping you advised regarding the status of your individual account, confirming your transactions and ensuring that you receive copies of the Fund’s prospectus.

Automatic Investment Plan

For your convenience, the Fund offers an Automatic Investment Plan (an “AIP”). The minimum initial investment is reduced to $500 for investors who wish to enroll in an AIP. Under an AIP, you authorize the Fund to withdraw a minimum amount of $100 from your bank on a monthly, quarterly, semi-annual, or annual basis. We are unable to debit or credit mutual fund or pass-through accounts. Please contact your financial institution to determine if it participates in the Automated Clearing House System (ACH). If your bank rejects your payment, the Transfer Agent will charge a $25 fee to your account. If you wish to enroll in an AIP, complete the appropriate section in the Account Application. The Fund may terminate or modify this privilege at any time. You may terminate your participation in the AIP at any time by notifying the Transfer Agent in writing or by telephone. Any changes should be submitted five days prior to effective date.
 
Retirement Plans

The Fund offers an Individual Retirement Account (“IRA”) plan. You may obtain information about opening an IRA plan account by calling the Transfer Agent at 1‑866‑209‑1965.

How to Sell Shares

You may sell (redeem) your Fund shares on any date the Fund and the New York Stock Exchange (“NYSE”) are open for business.

You may redeem your shares by sending a written request to the Transfer Agent or by telephone as discussed below. You should give your account number and state whether you want all or some of your shares redeemed. The letter should be signed by all of the shareholders whose names appear on the account registration, and include a signature guarantee(s), if applicable. Corporations, executors, administrators, trustees or guardians must submit documents evidencing their authority to act. Certain redemptions require a signature guarantee. Call the Transfer Agent for details. You should send your redemption request to:

Regular Mail
Matrix Advisors Value Fund, Inc.
c/o U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI  53201-0701
Overnight Delivery
Matrix Advisors Value Fund, Inc.
c/o U.S. Bancorp Fund Services, LLC
615 E. Michigan Street, 3 rd Floor
Milwaukee, WI  53202-5207

Please do not send letters by overnight delivery service or express mail to the P.O. Box address. The Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposit in the mail or with such services, or receipt at the U.S. Bancorp Fund Services, LLC post office box, of purchase orders or redemption requests does not constitute receipt by the Transfer Agent. Receipt of purchase orders or redemption requests is based on when the order is received at the Transfer Agent’s offices. 
 
The Fund typically expects to send the redemption proceeds on the next business day (a day when the NYSE is open for normal business) after the redemption request is received in good order and prior to market close, regardless of whether the redemption proceeds are sent via check, wire, or ACH transfer. Under unusual circumstances, the Fund may suspend redemptions, or postpone payment for up to seven days, as permitted by federal securities law. If you did not purchase your shares via wire, the Fund may delay payment of your redemption proceeds for up to 15 calendar days from date of purchase or until your purchase amount has cleared, whichever occurs first.
 
The Fund may redeem the shares in your account if the value of your account is less than $1,000 as a result of redemptions you have made. This does not apply to IRA or other retirement plans, or Uniform Gifts or Transfers to Minors Act accounts. You will be notified that the value of your account is less than $1,000 before the Fund makes an involuntary redemption. You will then have 30 days in which to make an additional investment to bring the value of your account up to at least $1,000 before the Fund takes any action. Redemption of your shares under these circumstances may result in a taxable gain or loss.

The Fund typically expects to meet redemption requests by paying out proceeds from cash or cash equivalent portfolio holdings, or by selling portfolio holdings. In stressed market conditions, redemption methods may include paying redemption proceeds to you in whole or in part by a distribution of securities from the Fund’s portfolio (a “redemption in-kind”). If the Fund pays your redemption proceeds by a distribution of securities, you could incur brokerage or other charges in converting the securities to cash and will bear any market risks associated with such securities until they are converted into cash. For federal income tax purposes, redemptions paid in securities are taxed in the same manner as redemptions paid in cash.
 

Shareholders may request that redemption proceeds of $1,000 or more be wired directly to a bank account or by electronic funds transfer via the ACH network to the bank account designated by you on your application. There is a $15 fee for each wire transfer.

Signature Guarantee

Your signature must be guaranteed, from either a Medallion program member or a non-Medallion program member, if: (a) the proceeds of any redemption exceed $50,000; (b) ownership on your account is being changed; (c) redemption proceeds are payable or sent to any person, address or bank account not on record, (d) redemptions are transmitted by federal wire transfer (if not previously authorized on the account); or (e) a redemption is received by the Transfer Agent and the account address has changed within the last 30 calendar days. In addition to the situations described above, the Fund and/or the Transfer Agent may require a signature guarantee in other instances based on the circumstances relative to the particular situation. Non-financial transactions including establishing or modifying certain services on an account may require a signature guarantee, signature verification from a Signature Validation Program member, or other acceptable form of authentication from a financial institution source. Signature guarantees will generally be accepted from domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations as well as from participants in the Securities Transfer Agents Medallion Program (STAMP) and the New York Stock Exchange Medallion Signature Program (NYSE MSP). A notary public is not an acceptable signature guarantee.

Additional documentation may be required for the redemption of shares held in corporate, partnership or fiduciary accounts. In case of any questions, please contact the Fund in advance by calling 1‑866‑209‑1965.

Telephone Transactions

Unless you specifically declined telephone options on the account application, you may redeem amounts of $50,000 or less by telephone. Proceeds redeemed will be mailed or sent via electronic funds transfer through the ACH network or wired only to an investor’s address or bank of record shown on the records of the Transfer Agent.

When you establish any telephone privileges, you are authorizing the Fund and its Transfer Agent to act upon the telephone instructions of the person or persons you have designated on your Account Application. Before acting on instructions received by telephone, the Fund and the Transfer Agent will use reasonable procedures to confirm that the telephone instructions are genuine. If an account has more than one owner or authorized person, the Fund will accept telephone instructions from any one owner or authorized person. These procedures may include recording the telephone call and asking the caller for a form of personal identification. The Fund reserves the right to refuse a telephone request if it believes that the person making the request is neither the record owner of the shares nor otherwise authorized by the shareholder to request the transaction. If the Fund and the Transfer Agent follow these procedures, they will not be liable for any loss, expense, or cost arising out of any telephone transaction request that is reasonably believed to be genuine. This includes any fraudulent or unauthorized request. Once a telephone transaction is placed, it cannot be cancelled or modified after the close of regular trading on the NYSE (generally 4:00 p.m., Eastern time). The Fund may change, modify or terminate these privileges at any time upon at least 60 days’ notice to shareholders.
 

To arrange for the telephone redemption privilege after an account has been opened, or to change the bank account or address designated to receive redemption proceeds, a written request must be sent to the Transfer Agent. The request must be signed by each shareholder of the account and may require a signature guarantee, a signature verification from a Signature Validation Program member, or other acceptable form of authentication from a financial institution source. Further documentation may be requested from corporations, executors, administrators, trustees and guardians.

Unclaimed Property

It is important that the Fund maintain a correct address for each investor. An incorrect address may cause an investor’s account statements and other mailings to be returned to the Fund. Based upon statutory requirements for returned mail, the Fund will attempt to locate the investor or rightful owner of the account. If the Fund is unable to locate the investor, then they will determine whether the investor’s account can legally be considered abandoned. The Fund is legally obligated to escheat (or transfer) abandoned property to the appropriate state’s unclaimed property administrator in accordance with statutory requirements. The investor’s last known address of record determines which state has jurisdiction.

Pricing of Fund Shares

The price of the Fund’s shares is the Fund’s NAV. This is calculated by dividing the Fund’s assets, minus its liabilities, by the number of shares outstanding. The Fund’s assets are the value of securities held in its portfolio, plus any cash and other assets. The Fund’s liabilities are fees and expenses owed by the Fund. The number of Fund shares outstanding is the amount of shares which have been issued to shareholders. The price you will pay to buy Fund shares or the amount you will receive when you sell your Fund shares is based on the NAV next calculated after your order is received by the Transfer Agent with complete information and meeting all the requirements discussed in this Prospectus. Applications for purchase of shares and requests for redemption of shares received after the close of trading on the NYSE will be based upon the NAV as determined as of the close of trading on the next day the NYSE is open.

The NAV of the Fund’s shares is determined as of the close of regular trading on the NYSE, generally 4:00 p.m., Eastern Time. Fund shares will not be priced on days that the NYSE is closed for trading (including weekends and certain U.S. holidays).

Fair Value Pricing

The Fund’s investments are valued principally according to market value when market quotations are readily available. Securities traded on a national securities exchange are valued at the last reported sale price at the close of regular trading on each day the exchanges are open for trading. Securities trading on the NASDAQ Stock Market Inc. (“NASDAQ”) are valued at the NASDAQ Official Closing Price. When a market quote is not readily available, the security’s value is based on “fair value” as determined in good faith by the Advisor using procedures established by the Board of Directors. In determining fair value, the Fund will seek to assign a value to the security which it believes represents the amount that the Fund could reasonably expect to receive upon the security’s current sale. With respect to securities that are actively traded on U.S. exchanges, the Fund expects that market quotations will generally be available and that fair value might be used only in limited circumstances, such as when trading for a security is halted during the trading day or a security is thinly-traded. Fair value pricing involves judgments that are inherently subjective and inexact, and it is not possible to determine with certainty when, and to what extent, an event will affect a market price. As a result, there can be no assurance that fair value pricing will reflect actual market value and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security.
 

The value of any shares of open-end mutual funds held by the Fund will be calculated using the NAV of such funds. The prospectuses for any such open-end mutual funds should explain the circumstances under which the funds use fair value pricing and the effects of using fair value pricing.

Frequent Trading

The Fund discourages short-term or excessive trading (“frequent trading”) of its shares by shareholders and maintains procedures reasonably designed to detect and deter such frequent trading. The Board of Directors has adopted a policy and procedures that are designed to detect and deter frequent trading. Frequent trading is sometimes referred to as market timing. Market timing may take many forms but commonly refers to arbitrage activity involving the frequent buying and selling of mutual fund shares in order to take advantage of the fact that there may be a lag between a change in the value of a mutual fund’s portfolio securities and the reflection of that change in the mutual fund’s share price. Frequent trading may dilute the value of Fund shares held by long-term shareholders. Frequent trading may also interfere with the efficient management of the Fund’s portfolio, as it may result in the Fund maintaining higher cash balances than it otherwise would or cause the Fund to sell portfolio securities at a time it otherwise would not. Frequent trading may further result in increased portfolio transaction (or brokerage) costs, administrative and other operating costs and may cause the Fund to realize taxable capital gains or harvest capital losses at a time that it otherwise would not. For these reasons, frequent trading poses the risk of lower returns for long-term shareholders of the Fund. There is no guarantee that these policies and procedures will be effective in detecting and preventing frequent trading in whole or in part.

In addition, while the Fund has no present intention to invest a significant portion of its assets in foreign securities, to the extent that it does invest in foreign securities traded primarily on markets that close prior to the time the Fund determines its NAV, frequent trading by some shareholders may, in certain circumstances, dilute the value of Fund shares held by other shareholders. This may occur when an event that affects the value of the foreign security takes place after the close of the primary foreign market, but before the time that the Fund determines its NAV. Certain investors may seek to take advantage of the fact that there will be a delay in the adjustment of the market price for a security caused by this event until the foreign market reopens (referred to as price arbitrage). If this occurs, the market timers who attempt this type of price arbitrage may dilute the value of the Fund’s shares to the extent they receive shares or proceeds based upon NAVs that have been calculated using the closing market prices for foreign securities. In an effort to prevent price arbitrage, the Fund has procedures designed to adjust closing market prices of foreign securities before the Fund calculates its NAV when it believes such an event has occurred. Prices are adjusted to reflect what the Fund believes are the fair values of these foreign securities at the time the Fund determines its NAV (called fair value pricing). Fair value pricing, however, involves judgments that are inherently subjective and inexact, since it is not possible to always be sure when an event will affect a market price and to what extent. As a result, there can be no assurance that fair value pricing will always eliminate the risk of price arbitrage. The risk of price arbitrage also exists with thinly-traded securities in the United States, such as some small-capitalization equity securities. Such securities are typically less liquid and more thinly-traded than securities of large capitalization issuers. Developments affecting issuers of thinly-traded or less liquid securities will not be reflected in their market price until the security trades again in the marketplace. Frequent traders may seek to exploit this delay by engaging in price arbitrage, in this case by buying or selling shares of the Fund prior to the time of the adjustment of the market price of securities in its portfolio. This may result in the dilution of the value of the Fund’s shares. The Fund may employ fair value pricing to these types of securities if it determines that the last quoted market price no longer represents the fair value of the security.
 

The Fund monitors selected trades in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, the Fund believes that a shareholder has engaged in excessive short-term trading, it may, in its discretion, ask the shareholder to stop such activities or refuse to process purchases in the shareholder’s accounts. In making such judgments, the Fund seeks to act in a manner that it believes is consistent with the best interests of shareholders. Due to the complexity and subjectivity involved in identifying abusive trading activity and the volume of shareholder transactions the Fund handles, there can be no assurance that the Fund’s efforts will identify all trades or trading practices that may be considered abusive. In addition, the Fund’s ability to monitor trades that are placed by individual shareholders within group, or omnibus, accounts maintained by financial intermediaries is severely limited because the Fund does not have simultaneous access to the underlying shareholder account information.

In compliance with Rule 22c-2 under the Investment Company Act of 1940, as amended (the “1940 Act”), Quasar Distributors, LLC, the Fund’s distributor, on behalf of the Fund, has entered into written agreements with each of the Fund’s financial intermediaries, under which the intermediary must, upon request, provide the Fund with certain shareholder and identity trading information so that the Fund can enforce its market timing policies.

The Fund will not accommodate frequent trading of Fund shares. As indicated above under “How to Buy Shares,” the Fund reserves the right to refuse any purchase order for its shares for any reasons, including transactions deemed by the Fund to represent frequent trading activity. The Fund may change its policies relating to frequent trading at any time without prior notice to shareholders.

Redemptions In-Kind

The Fund has made an election pursuant to Rule 18f-1 under the 1940 Act which obligates it to pay in cash all redemptions to any shareholder of record unless a shareholder requests a redemption, within a 90-day period, of shares having a value in excess of (i) $250,000, or (ii) 1% of the Fund’s NAV, whichever is less. In this case, the Fund is permitted to pay the redemption price in whole or in part by a distribution of securities from its portfolio. In that event, the value of the securities distributed would be equal to the amount redeemed, determined at the same time, and in the same manner, as the redemption price is determined. Shareholders who receive redemption payments in securities may incur brokerage costs in converting the securities they receive into cash and will bear any market risks associated with such securities until they are converted into cash. For federal income tax purposes, redemptions-in-kind are taxed in the same manner as redemptions paid in cash. The subsequent sale of securities received in kind may also result in realized gains or losses for federal income tax purposes.

Distributions

The Fund will make distributions of net investment income and net capital gain, if any, at least annually, typically within the month of December. The Fund may make additional distributions if it deems such distributions necessary at any other time during the year.

All distributions will be reinvested in additional Fund shares unless you choose to receive either net investment income and/or net capital gain distributions in cash.

If you elect to receive distributions in cash and the U.S. Postal Service cannot deliver your check, or if a check remains uncashed for six-months, the Fund reserves the right to reinvest the distribution check in your account at the Fund’s then current NAV and to reinvest all subsequent distributions in your account.
If you wish to change your distribution option, write or call the Transfer Agent at least five days in advance of the payment date of the distribution. However, any such change will be effective only as to distributions for which the record date is five or more days after the Transfer Agent has received the written request.
 

Tax Consequences

Changes in income tax laws, potentially with retroactive effect, could impact the Fund’s investments or the tax consequences to you of investing in the Fund.

Distributions of the Fund’s investment company taxable income (which includes, but is not limited to, interest, dividends, net gain from foreign currency transactions, and net short-term capital gain), if any, are generally taxable to the Fund’s shareholders as ordinary income (for non-corporate shareholders, currently taxed at a maximum federal income tax rate of 39.6%). For non-corporate shareholders, to the extent that the Fund’s distributions of investment company taxable income are attributable to and reported as “qualified dividend” income, such income may be subject to tax at the reduced federal income tax rates applicable to long-term capital gains, if certain holding period requirements have been satisfied by the Fund and the shareholder. For corporate shareholders, a portion of the Fund’s distributions of investment company taxable income may be eligible for the intercorporate dividends-received deduction to the extent that the Fund receives dividends directly or indirectly from U.S. corporations, reports the amount as eligible for deduction, and the shareholder meets certain holding period requirements. To the extent the Fund’s distributions of investment company taxable income are attributable to net short-term capital gain, such distributions will be treated as ordinary income and cannot be offset by a shareholder’s capital losses from other investments.

Distributions of net capital gain (net long-term capital gain less net short-term capital loss) are generally taxable as long-term capital gains (for non-corporate shareholders, currently taxed at a maximum federal income tax rate of 20%) regardless of the length of time a shareholder has owned Fund shares. Distributions of net capital gain are not eligible for qualified dividend income treatment or the dividends-received deduction described above.

You will be taxed in the same manner whether you receive your distributions (of either investment company taxable income or net capital gain) in cash or reinvest them in additional Fund shares. Distributions are generally taxable when received. However, distributions declared in October, November, or December to shareholders of record and paid the following January are taxable as if received on December 31.

Shareholders that sell or redeem shares generally will have a capital gain or loss from the sale or redemption. The amount of the gain or loss and the applicable rate of federal income tax will depend generally upon the amount paid for the shares, the amount received from the sale or redemption (including redemptions paid in-kind) and how long the shares were held by a shareholder. Generally, capital gain or loss will be long-term if you have held your Fund shares for more than one year and short-term if you have held your Fund shares for one year or less. If you purchase Fund shares (through reinvestment of distributions or otherwise) within 30 days before or after selling or redeeming other Fund shares at a loss, all or part of that loss will not be deductible and will instead increase the basis of the new shares. Additionally, any loss realized upon a sale or redemption of shares held for six months or less will be treated as a long-term capital loss to the extent of any distributions of net capital gain received or deemed to be received with respect to those shares.

In addition to the federal income tax, certain individuals, trusts and estates may be subject to a Medicare tax of 3.8%. The Medicare tax is imposed on the lesser of (i) a taxpayer’s investment income, net of deductions properly allocable to such income, or (ii) the amount by which the taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals filing jointly, $200,000 for unmarried individuals, and $125,000 for married individuals filing separately). The Fund’s distributions are includable in a shareholder’s investment income for purposes of this Medicare tax. In addition, any capital gain realized on the sale or redemption of Fund shares is includable in a shareholder’s investment income for purposes of this Medicare tax.
 

The Fund may be required to withhold federal income tax from a shareholder’s distributions and redemption proceeds (currently at a rate of 28% for U.S. residents) if a shareholder fails to furnish the Fund with his or her correct Social Security number or taxpayer identification number and certain certifications.

Shareholders who hold their Fund shares through an IRA or other retirement plan must indicate on their written redemption request whether or not to withhold federal income tax. Redemption requests failing to indicate an election not to have tax withheld will generally be subject to 10% withholding. Shares held in IRA and other retirement accounts may be redeemed by telephone at 1-866-209-1965. Investors will be asked whether or not to withhold taxes from any distribution.

The Fund is required to report to certain shareholders and the Internal Revenue Service (“IRS”) the cost basis of Fund shares acquired on or after January 1, 2012 when such shareholder subsequently sells or redeems those shares. The Fund will determine the cost basis of such shares using the average cost method unless you elect in writing any alternative IRS-approved cost basis method. Please see the SAI for more information regarding cost basis reporting.

The Fund will annually report to shareholders the federal income tax status of all distributions made by the Fund for the preceding year. This section is not intended to be a full discussion of federal tax laws and the effect of such laws on you. There may be other federal, state, foreign or local tax considerations applicable to a particular investor. You are urged to consult your own tax advisor.

Householding

In an effort to decrease costs, the Fund will reduce the number of duplicate prospectuses and annual and semi-annual reports that you received by sending only one copy of each to those addresses shown by two or more accounts. Please call the Transfer Agent toll free at 1-866-209-1965 to request individual copies of these documents. The Fund will begin sending individual copies 30 days after receiving your request. This policy does not apply to account statements.
 
Financial Highlights

This table shows the Fund’s financial performance for the past five years. Certain information reflects financial results for a single Fund share. “Total return” shows how much your investment in the Fund would have increased or decreased during each period, assuming you had reinvested all distributions. The information has been audited by Tait, Weller & Baker LLP, the Fund’s independent registered public accounting firm, whose report, together with the Fund’s financial statements, are included in the Fund’s annual report for the fiscal year ended June 30, 2017, which is available at no charge by calling the Fund at 1-800-366-6223.

For a capital share outstanding throughout each year

 
Years Ended June 30,
 
2017
2016
2015
2014
2013
 
Net asset value, beginning of year
$57.90
$63.02
$63.32
$49.56
$40.44
 
             
Income (loss) from investment operations:
           
Net investment income
1.03 (a)
1.27 (a)
0.77 (a)
0.68 (a)
0.59 (a)
 
Net realized and unrealized gain (loss) on investments
9.47
(5.49)
(0.28)
13.71
9.26
 
Total from investment operations
10.50
(4.22)
0.49
14.39
9.85
 
             
Less distributions:
           
Dividends from net investment income
(1.55)
(0.90)
(0.79)
(0.63)
(0.73)
 
Paid-in capital from redemption fees
0.00 (b)
0.00 (b)
0.00 (b)
0.00 (b)
0.00 (b)
 
Net asset value, end of year
$66.85
$57.90
$63.02
$63.32
$49.56
 
             
Total return
18.22%
(6.66)%
0.77%
29.20%
24.69%
 
             
Ratios/supplemental data:
           
Net assets, end of year (millions)
$58.6
$55.1
$73.8
$81.0
$60.7
 
             
Ratio of operating expenses to average net assets:
           
Before expense reimbursement
1.19%
1.16%
1.12%
1.15 %
1.18%
 
After expense reimbursement
0.99%
0.99%
0.99%
0.99 %
0.99%
 
Interest expense
0.00 %(c)
 
             
Ratio of net investment income to average net assets:
           
Before expense reimbursement
1.40%
2.03%
1.09%
1.06 %
1.18%
 
After expense reimbursement
1.60%
2.20%
1.22%
1.22 %
1.37%
 
             
Portfolio turnover rate
22%
15%
12%
41 %
15%
 
___________________
(a)
Calculated using the average shares method.
(b)
Less than $0.01.
(c)
Interest expense was less than 0.01%.

 
Privacy Notice

The Fund collects non-public information about you from the following sources:
 
Information we receive about you on applications or other forms;
Information you give us orally; and
Information about your transactions with us or others.
 
We do not disclose any non-public personal information about our shareholders or former shareholders without the shareholder’s authorization, except as required or permitted by law or in response to inquiries from governmental authorities. We restrict access to your personal and account information to those employees who need to know that information to provide products and services to you. We may disclose that information to unaffiliated third parties (such as to brokers or custodians) only as permitted by law and only as needed for us to provide agreed services to you. We maintain physical, electronic and procedural safeguards to guard your non-public personal information.

If you hold shares of the Fund through a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared by those entities with non-affiliated third parties.
 
Investment Advisor
Matrix Asset Advisors, Inc.
10 Bank Street, Suite 590
White Plains, NY 10606
1-800-366-6223

 
Custodian
U.S. Bank N.A.
1555 N. Rivercenter Drive, Suite 302
Milwaukee, WI  53212

 
Transfer Agent
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202-5207
1-866-209-1965

 
Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP
1818 Market Street, Suite 2400
Philadelphia, PA 19103
 
Distributor
Quasar Distributors, LLC
777 East Wisconsin Avenue, 6th Floor
Milwaukee, WI 53202-5207
 
 

 
MATRIX ADVISORS VALUE FUND, INC.
www.matrixadvisorsvaluefund.com
 
For investors who want more information about the Fund, the following documents are available free upon request:
 
Annual/Semi-Annual Reports: Additional information about the Fund’s investments is available in the Fund’s annual and semi-annual reports to shareholders. In the Fund’s annual report, you will find a discussion of market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.
 
Statement of Additional Information: The SAI provides more detailed information about the Fund and is incorporated by reference into this Prospectus.
 
To request and receive free copies of the annual and semi-annual reports or the SAI, or to request other information (including shareholder inquiries) and discuss your questions about the Fund, contact the Fund at:
 
Matrix Asset Advisors, Inc.
10 Bank Street, Suite 590
White Plains, NY 10606
Telephone (toll free): 1-866-209-1965
 
Or, on the Fund’s website at: www.matrixadvisorsvaluefund.com
 
You can review and copy information including the Fund’s reports and SAI at the Public Reference Room of the SEC in Washington, D.C. You can obtain information on the operation of the Public Reference Room by calling (202) 551-8090. Reports and other information about the Fund are also available:
 
·   Free of charge from the SEC’s EDGAR database on the
      SEC’s Internet website at http://www.sec.gov.
·   For a fee, by writing to the Public Reference Room of the SEC,
      Washington, D.C. 20549-1520.
·   For a fee, by electronic request at the following e-mail address:
      publicinfo@sec.gov.
 
(The Fund’s SEC Investment Company Act file number is 811‑03758.)
 
 
 
 
 
Prospectus
 
 
 
 
 
 
MATRIX
ADVISORS
VALUE FUND, INC.
 
 
Ticker Symbol: MAVFX
Cusip: 57681T102
 
 
 
 
 
October 31, 2017
 
 
 
10 Bank Street, Suite 590
White Plains, NY 10606
 
 
 
 
The SEC has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
 
 
MATRIX ADVISORS VALUE FUND, INC.
10 Bank Street, Suite 590
White Plains, NY 10606


ticker: mavfx

STATEMENT OF ADDITIONAL INFORMATION
October 31, 2017



This Statement of Additional Information (“SAI”) is not a prospectus and it should be read in conjunction with the Prospectus dated October 31, 2017, as amended and supplemented from time to time (the “Prospectus”), of Matrix Advisors Value Fund, Inc. (the “Fund”).  This SAI is incorporated into the Prospectus in its entirety.  Matrix Asset Advisors, Inc. (the “Advisor”) is the investment advisor to the Fund.

The Fund’s audited financial statements for its fiscal year ended June 30, 2017 are contained in the Fund’s annual report dated June 30, 2017 and are incorporated by reference into this SAI.

To obtain a copy of the Fund’s Prospectus and/or the Fund’s annual report free of charge, please call 1‑866-209-1965.

TABLE OF CONTENTS
 
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THE FUND

The Fund is an open-end management investment company organized as a Maryland corporation on May 4, 1983. The Fund is registered with the Securities and Exchange Commission (the “SEC”) as a management investment company. Such a registration does not involve supervision of the management or policies of the Fund. Much of the information contained in this SAI expands on subjects discussed in the Prospectus.  No investment in shares of the Fund should be made without first reading the Prospectus.

INVESTMENT OBJECTIVE AND POLICIES

The Fund is a mutual fund with the investment objective of seeking to achieve a total rate of return, which is comprised of capital appreciation and current income.

Diversification

The Fund is diversified.  Under applicable federal laws, to qualify as a diversified fund, the Fund, with respect to 75% of its total assets, may not invest greater than 5% of its total assets in any one issuer and may not hold greater than 10% of the outstanding voting securities of one issuer. The remaining 25% of the Fund’s total assets does not need to be “diversified” and may be invested in securities of a single issuer, subject to other applicable laws. The diversification of a mutual fund’s holdings is measured at the time the Fund purchases a security. However, if the Fund purchases a security and holds it for a period of time, the security may become a larger percentage of the Fund’s total assets due to movements in the financial markets. If the market affects several securities held by a Fund, the Fund may have a greater percentage of its assets invested in securities of fewer issuers.  Then the Fund is subject to the risk that its performance may be hurt disproportionately by the poor performance of relatively few securities despite the Fund qualifying as a diversified fund under applicable federal laws.

Cyber Security Risk  

Investment companies, such as the Fund, and their service providers may be subject to operational and information security risks resulting from cyber attacks. Cyber attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cyber security breaches. Cyber attacks affecting the Fund or the Advisor, custodian, transfer agent, intermediaries and other third-party service providers may adversely impact the Fund. For instance, cyber attacks may interfere with the processing of shareholder transactions, impact the Fund's ability to calculate its net asset value (“NAV”), cause the release of private shareholder information or confidential company information, impede redemptions, subject the Fund to regulatory fines or financial losses, and cause reputational damage. The Fund may also incur additional costs for cyber security risk management purposes. Similar types of cyber security risks are also present for issuers of securities in which the Fund invests, which could result in material adverse consequences for such issuers, and may cause the Fund's investment in such portfolio companies to lose value.
 

Description   of Permitted   Investments

The following discussion supplements the discussion of the Fund’s investment objective and policies as set forth in the Prospectus.  There can be no assurance the investment objective of the Fund will be attained.

Whenever an investment policy or limitation states a maximum percentage of the Fund’s assets that may be invested in any security or other asset, or sets forth a policy regarding quality standards, such standard or percentage limitation will be determined immediately after and as a result of the Fund’s acquisition or sale of such security or other asset.  Accordingly, except with respect to borrowing and illiquid securities, any subsequent change in values, net assets or other circumstances will not be considered in determining whether the Fund complies with its investment policies and limitations.  In addition, if a bankruptcy or other extraordinary event occurs concerning a particular investment by the Fund, the Fund may receive stock, real estate or other investments that the Fund would not, or could not buy.  If this happens the Fund would sell such investments as soon as practicable while trying to maximize the return to its shareholders.

Common Stock

The Fund invests primarily in common stocks of large-capitalization companies.  Common stock represents a proportionate share of the ownership of a company and its value is based on the success of the company’s business, any income paid to stockholders, the value of its assets, and general market conditions.  In addition to the general market risks described in the Prospectus, investments in common stock are subject to the risk that if a company in which the Fund invests is liquidated, the holders of preferred stock and creditors of that company will be paid in full before any payments are made to the Fund as a holder of common stock.  It is possible that all assets of that company will be exhausted before any payments are made to the Fund.

Preferred Stock

As a non-principal investment strategy, the Fund may invest in preferred stocks. A preferred stock is a blend of the characteristics of a bond and common stock.  It can offer the higher yield of a bond and has priority over common stock in equity ownership, but does not have the seniority of a bond and, unlike common stock, its participation in the issuer’s growth may be limited.  Preferred stock has preference over common stock in the receipt of dividends and in any residual assets after payment to creditors should the issuer be dissolved. Although the dividend is set at a fixed annual rate, in some circumstances it can be changed or omitted by the issuer.

Convertible Securities

As a non-principal investment strategy, the Fund may invest in convertible securities (bonds, notes, debentures, preferred stock and other securities convertible into common stocks) that may offer higher income than the common stocks into which they are convertible. The convertible securities in which the Fund may invest include fixed-income or zero coupon debt securities, which may be converted or exchanged at a rate or determinable exchange ratio into underlying shares of common stock. Prior to their conversion, convertible securities may have characteristics similar to non-convertible debt securities. While convertible securities generally offer lower yields than non-convertible debt securities of similar quality, their prices may reflect changes in the value of the underlying common stock. Convertible securities generally entail less credit risk than the issuer’s common stock.   In addition to the general market risks described in the Prospectus, the market value of convertible securities is also affected by prevailing interest rates, the credit quality of the issuer and any call provisions.
 

Investment Companies

As a non-principal investment strategy, the Fund may invest its assets in shares of other registered investment companies, including money market mutual funds.  The Fund’s investments in money market mutual funds may be used for cash management purposes and to maintain liquidity in order to satisfy redemption requests or pay unanticipated expenses.  The Fund limits its investments in securities issued by other investment companies in accordance with the Investment Company Act of 1940, as amended (“1940 Act”), and consistent with its investment restrictions herein.  Section 12(d)(1) of the 1940 Act precludes the Fund from acquiring: (i) more than 3% of the total outstanding shares of another investment company; (ii) shares of another investment company having an aggregate value in excess of 5% of the value of the total assets of the Fund; or (iii) shares of another registered investment company and all other investment companies having an aggregate value in excess of 10% of the value of the total assets of the Fund.  However, Section 12(d)(1)(F) of the 1940 Act provides that the provisions of paragraph 12(d) shall not apply to securities purchased or otherwise acquired by the Fund if: (i) immediately after such purchase or acquisition not more than 3% of the total outstanding shares of such investment company is owned by the Fund and all affiliated persons of the Fund; and (ii) the Fund has not offered or sold, and is not proposing to offer or sell its shares through a principal underwriter or otherwise at a public or offering price that includes a sales load of more than 1 1/2%.  These restrictions may not apply to the Fund’s investments in money market mutual funds, if the Fund’s investments fall within the exceptions set forth under the rules and regulations of the 1940 Act.

If the Fund invests in investment companies, pursuant to Section 12(d)(1)(F), it must comply with the following voting restrictions: when the Fund exercises voting rights, by proxy or otherwise, with respect to investment companies owned by the Fund, the Fund will either seek instruction from the Fund’s shareholders with regard to the voting of all proxies and vote in accordance with such instructions, or vote the shares held by the Fund in the same proportion as the vote of all other holders of such security.  In addition, an investment company purchased by the Fund pursuant to Section 12(d)(1)(F) shall not be required to redeem its shares in an amount exceeding 1% of such investment company’s total outstanding shares in any period of less than thirty days.  In addition to the advisory and operational fees the Fund bears directly in connection with its own operation, the Fund also bears its pro rata portion of the advisory and operational expenses of each other investment company in which it invests.

The Fund’s investment in other investment companies may include shares of exchange-traded funds (collectively, “ETFs”). An ETF is a fund whose shares are bought and sold on a securities exchange as if it were a single security. ETFs may be structured as investment companies that are registered under the 1940 Act, typically as open-end funds or unit investment trusts. ETFs may be based on specific domestic and foreign market securities indices or actively-managed by the ETF’s investment adviser(s). An “index-based ETF” seeks to provide investment results that match the performance of an index by holding in its portfolio either the contents of the index or a representative sample of the securities in the index. An “enhanced ETF” seeks to provide investment results based on the fund’s investment objective without regard to a particular index. In seeking to provide such results, an ETF, and in particular, an enhanced ETF, may engage in short sales of securities included in the underlying index and may invest in derivatives instruments, such as equity index swaps, futures contracts, and options on securities, and stock indices. Alternatively, ETFs may be structured as grantor trusts or other forms of pooled investment vehicles that are not registered or regulated under the 1940 Act. These ETFs typically hold commodities, precious metals, currency or other non-securities investments. ETFs, like mutual funds, have expenses associated with their operation, such as advisory and custody fees. When the Fund invests in an ETF, in addition to directly bearing expenses associated with its own operations, including the brokerage costs associated with the purchase and sale of shares of the ETF, the Fund will bear a pro rata portion of the ETF’s expenses. In addition, it may be more costly to own an ETF than to directly own the securities or other investments held by the ETF because of ETF expenses.  The risks of owning shares of an ETF generally reflect the risk of owning the underlying securities or other investments held by the ETF, although lack of liquidity in the market for the shares of an ETF could result in the ETF’s value being more volatile than the underlying securities or other investments.
 


Foreign Securities

As a non-principal investment strategy, the Fund may invest up to 10% of its total assets in securities of foreign issuers that are listed and traded on national securities exchanges or traded over-the-counter in the United States, such as American Depositary Receipts (“ADRs”).  Other than ADRs, the Fund considers securities traded on U.S. exchanges to be U.S. securities.

Risks of Investing in Foreign Securities. Investments in foreign securities involve certain inherent risks, including the following:

Political and Economic Factors.   Individual foreign economies of certain countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency, and diversification and balance of payments position. The internal politics of some foreign countries may not be as stable as those of the United States. Governments in some foreign countries also continue to participate to a significant degree, through ownership interest or regulation, in their respective economies. Action by these governments could include restrictions on foreign investment, nationalization, expropriation of goods or imposition of taxes, and could have a significant effect on market prices of securities and payment of interest. The economies of many foreign countries are heavily dependent upon international trade and are affected by the trade policies and economic conditions of their trading partners. If these trading partners enacted protectionist trade legislation, it could have a significant adverse effect upon the securities markets of such countries.

Currency Fluctuations. The Fund may invest in securities denominated in foreign currencies. A change in the value of any such currency against the U.S. dollar will result in a corresponding change in the U.S. dollar value of the Fund’s assets denominated in that currency. Such changes will also affect the Fund’s income. The value of the Fund’s assets may also be affected by currency restrictions and exchange control regulations enacted from time to time.

Market Characteristics.  The Advisor expects that many foreign securities in which the Fund invests will be purchased in over-the-counter markets or on exchanges located in the countries in which the principal offices of the issuers of the various securities are located, if that is the best available market. Foreign exchanges and markets may be more volatile than those in the United States. While growing, they usually have substantially less volume than U.S. markets, and the Fund’s foreign securities may be less liquid and more volatile than U.S. securities. Also, settlement practices for transactions in foreign markets may differ from those in United States markets, and may include delays beyond periods customary in the United States. Foreign security trading practices, including those involving securities settlement where Fund assets may be released prior to receipt of payment or securities, may expose the Fund to increased risk in the event of a failed trade or the insolvency of a foreign broker-dealer.
 

Legal and Regulatory Matters. Certain foreign countries may have less supervision of securities markets, brokers and issuers of securities, and less financial information available to issuers, than is available in the United States.

Taxes. The interest and dividends payable on some of the Fund’s foreign portfolio securities may be subject to foreign withholding taxes, thus reducing the net amount of income available for distribution to Fund shareholders.

Costs. To the extent that the Fund invests in foreign securities, its expense ratio is likely to be higher than those of investment companies investing only in domestic securities, since the cost of maintaining the custody of foreign securities is higher.

Options on Securities

As a non-principal investment strategy, the Fund may write (sell) covered call options on its portfolio securities (“covered options”) in an attempt to enhance gain, although it has no present intention to do so and may only do so to the extent of up to 5% of its net assets.

When the Fund writes a covered call option, it gives the purchaser of the option the right, upon exercise of the option, to buy the underlying security at the price specified in the option (the “exercise price”) at any time during the option period, generally ranging up to nine months.  If the option expires unexercised, the Fund will realize income to the extent of the amount received for the option (the “premium”). If the call option is exercised, a decision over which the Fund has no control, the Fund must sell the underlying security to the option holder at the exercise price. By writing a covered option, the Fund forgoes, in exchange for the premium less the commission (“net premium”) the opportunity to profit during the option period from an increase in the market value of the underlying security above the exercise price.

The Fund may terminate its obligation as writer of a call option by purchasing an option with the same exercise price and expiration date as the option previously written. This transaction is called a “closing purchase transaction.”

Closing purchase transactions enable the Fund to immediately realize gains or minimize losses on its options positions. There is no assurance that a liquid secondary market on an options exchange will exist for any particular option, or at any particular time, and for some options no secondary market may exist. In addition, stock index prices may be distorted by interruptions in the trading of securities of certain companies or of issuers in certain industries, which could disrupt trading in option positions on such indices and preclude the Fund from closing out its options positions. If the Fund is unable to effect a closing purchase transaction with respect to options it has written, it will not be able to terminate its obligations or minimize its losses under such options prior to their expiration.

The hours of trading for options may not conform to the hours during which the underlying securities are traded. To the extent that the options markets close before the markets for the underlying securities, significant price and rate movements may take place in the underlying markets that cannot be reflected in the options markets.
 

Short-Term Investments

As a non-principal investment strategy, the Fund may invest in any of the following securities and instruments:

Certificates of Deposit, Bankers’ Acceptances and Time   Deposits. The Fund may hold certificates of deposit, bankers’ acceptances and time deposits. Certificates of deposit are negotiable certificates issued against funds deposited in a commercial bank for a definite period of time and earning a specified return. Bankers’ acceptances are negotiable drafts or bills of exchange, normally drawn by an importer or exporter to pay for specific merchandise, which are “accepted” by a bank, meaning in effect that the bank unconditionally agrees to pay the face value of the instrument on maturity. Certificates of deposit and bankers’ acceptances acquired by the Fund will be dollar- denominated obligations of domestic banks, savings and loan associations or financial institutions which, at the time of purchase, have capital, surplus and undivided profits in excess of $100 million (including assets of both domestic and foreign branches), based on latest published reports, or less than $100 million if the principal amount of such bank obligations are fully insured by the U.S. Government.

In addition to buying certificates of deposit and bankers’ acceptances, the Fund may also make interest-bearing time or other interest-bearing deposits in commercial or savings banks. Time deposits are non-negotiable deposits maintained at a banking institution for a specified period of time at a specified interest rate.

Commercial Paper and Short-Term Notes.  The Fund may invest a portion of its assets in commercial paper and short-term notes. Commercial paper consists of unsecured promissory notes issued by corporations. Commercial paper and short-term notes normally have maturities of less than nine months and fixed rates of return, although such instruments may have maturities of up to one year.

Commercial paper and short-term notes consist of issues rated at the time of purchase “A-2” or higher by S&P, “Prime-2” or higher by Moody’s, or similarly rated by another nationally recognized statistical ratings organization or, if unrated, will be determined by the Advisor to be of comparable quality.

Illiquid Securities

The Fund may not invest more than 5% of the value of its net assets in illiquid securities.  The Advisor will monitor the amount of illiquid securities in the Fund’s portfolio, under the supervision of the Board, to ensure compliance with this investment restriction.

Historically, illiquid securities have included securities subject to contractual or legal restrictions on resale because they have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), securities which are otherwise not readily marketable and repurchase agreements having a maturity of longer than seven days.  Securities which have not been registered under the 1933 Act are referred to as private placement or restricted securities and are purchased directly from the issuer or in the secondary market.  Mutual funds do not typically hold a significant amount of these restricted or other illiquid securities because of the potential for delays on resale and uncertainty in valuation.  Limitations on resale may have an adverse effect on the marketability of portfolio securities, and the Fund might be unable to sell restricted or other illiquid securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemption requests within seven days.  The Fund might also have to register such restricted securities in order to sell them, resulting in additional expense and delay.  Adverse market conditions could impede such a public offering of securities.
 

Temporary Defensive Strategies

Under normal market conditions, the Fund invests substantially all of its assets in the securities and investments described above.  The Fund, however, may temporarily depart from its principal investment strategies by investing up to 100% of its assets in cash, cash equivalents, money market mutual funds, or high quality short-term money market instruments, in response to adverse market, economic or political conditions, or in other appropriate circumstances.

INVESTMENT RESTRICTIONS

The following policies and investment restrictions have been adopted by the Fund and (unless otherwise noted) are fundamental and cannot be changed without the affirmative vote of a majority of the Fund’s outstanding voting securities.  As used herein, a “majority of the Fund’s outstanding voting securities” means the lesser of:

1)
67% or more of the Fund’s shares present at a shareholder meeting if the holders of more than 50% of the Fund’s outstanding shares are present in person or by proxy; or

2)
More than 50% of the Fund’s outstanding shares.

In accordance with these restrictions, the Fund may not:

1.
Purchase any securities which would cause more than 5% of the Fund’s total assets at the time of such purchase to be invested in the securities of any issuer, but this limitation does not apply to obligations issued or guaranteed by the U.S. Government;

2.
Purchase any securities which would cause the Fund at the time of such purchase to own more than 10% of the outstanding voting securities of any class of any issuer, but this limitation does not apply to obligations issued or guaranteed by the U.S. Government;

3.
Purchase any securities which would cause 25% or more of the Fund’s total assets at the time of such purchase to be invested in the securities of issuers engaged in any one industry;

4.
Invest in companies for the purpose of exercising management or control;

5.
Purchase or sell real estate, although the Fund may invest in the readily marketable securities of companies whose business involves the purchase or sale of real estate;

6.
Purchase or sell commodities or commodities contracts;

7.
Purchase the securities of any investment company, except (i) in the open market where no profit to a sponsor or dealer other than customary brokerage commissions results from such purchases or (ii) if acquired in connection with a plan of reorganization;

8.
Purchase securities on margin;
 
 
9.
Effect short sales of any securities;

10.
Make loans, except by the acquisition of a portion of an issue of publicly traded bonds, debentures, notes, and other debt securities;

11.
Borrow money, except for temporary emergency purposes in amounts not in excess of 5% of the Fund’s total assets;

12.
Mortgage, pledge or hypothecate securities;

13.
Act as an underwriter of securities except insofar as the Fund might technically be deemed an underwriter for purposes of the 1933 Act upon the disposition of certain securities;

14.
Purchase or retain the securities of any issuer if the Fund’s officers or directors, or those of the Advisor, who each own 0.5% of the outstanding securities of such issuer, together own beneficially more than 5% of such securities; or

15.
Issue any class of securities senior to any other class of securities.

In addition to the restrictions set forth above, the Fund’s investment objective may not be changed without the affirmative vote of a majority of the Fund’s outstanding voting securities.

As a matter of operating, but not fundamental policy, which can be changed without shareholder approval, the Fund may not purchase any securities which would cause more than 5% of the Fund’s net assets at the time of such purchase to be invested in securities which may not be publicly sold without registration under the 1933 Act or are otherwise not readily marketable. If such policy were to be changed, such investments would be limited to no more than 15% of net assets.

Except with respect to borrowing and illiquid securities, if a percentage restriction set forth in the Prospectus or in this SAI is adhered to at the time of investment, a subsequent increase or decrease in a percentage resulting from a change in the values of assets will not constitute a violation of that restriction.

The Fund has a loan agreement ( i.e. , a line of credit) with U.S. Bank N.A.  Consistent with fundamental investment restriction No. 11, the Fund will only draw on its line of credit for temporary emergency purposes.
 

DIRECTORS AND OFFICERS

The overall management of the business and affairs of the Fund is vested with the Fund’s Board of Directors (the “Board of Directors”).  The day-to-day operations of the Fund are delegated to the Fund’s officers subject to the investment objectives and policies of the Fund and to general supervision by the Board of Directors.  The directors and officers of the Fund (“Directors” and “Officers”) are as follows:

Directors and Officers of the Fund

Interested Director
Name,
Address (1)
and Year of
Birth
 
Position(s)
Held with
the Fund
 
Term of
Office
and Date
Elected (2)
 
Principal Occupation During
Past Five Years
 
Number of
Portfolios
in Fund
Complex (3)
Overseen
by Director
 
Other
Directorships
Held by Director
for the Past Five
Years
David A. Katz, CFA (4)
(Born 1962)
 
Director, President and Treasurer
 
Since 1997
 
Chief Investment Officer (1986 to present) and President (1990 to present) of the Advisor, and portfolio manager of the Fund (1996 to present).
 
2
 
Trustee, Matrix
Advisors Funds
Trust (mutual fund)
(2016 (inception)
to present)
Independent Directors
T. Michael Tucker
(Born 1942)
 
Director and Chairman
 
Since 1997
 
Owner of T. Michael Tucker, a certified public accounting firm (1977 to 2005 and 2011 to present); formerly, Consultant, Carr Riggs & Ingram, LLP, a certified public accounting firm (2005 to 2011).
 
2
 
Trustee, Matrix
Advisors Funds
Trust (mutual fund)
(2016 (inception)
to present)
Larry D. Kieszek
(Born 1950)
 
Director
 
Since 1997
 
Retired; formerly Partner of Purvis, Gray & Company, LLP, a certified public accounting firm (1974 to 2015).
 
2
 
Trustee, Matrix
Advisors Funds
Trust (mutual fund)
(2016 (inception)
to present)
David S. Wyler
(Born 1969)
 
Director
 
Since 2016
 
Vice President of Business Development, iQ Media (audience intelligence firm) (May to September 2017); Senior Director of Sales at Simulmedia (TV targeting company) (2016 – 2017); Vice President of Business Development at Resonate (marketing intelligence firm) (2014 – 2016); Vice President Business Development, Experian (2013 – 2014); Vice President of Business Development for the AdTruth division of 41st Parameter (fraud prevention firm) (2012 to 2013); Senior Vice President and General Manager, The Nielsen Company (2008 to 2011); Senior Vice President, IAG Research (market research firm) (2004 to 2008).
 
2
 
Trustee, Matrix Advisors Funds Trust (mutual fund) (2016 (inception) to present)
 
(1)
The address of each Director is 10 Bank Street, Suite 590, White Plains, NY 10606.
(2)
Each Director will hold office for an indefinite term until the earliest of (i) the next meeting of shareholders, if any, called for the purpose of considering the election or re-election of such Director and until the election and qualification of his or her successor, if any, elected at such meeting, or (ii) the date of a Director’s death,  resignation or retirement, or a Director is removed by the shareholders, in accordance with the Fund’s By-Laws, as amended, and Articles of Incorporation of the Fund, as amended.
(3)
The “Fund Complex” includes the Fund and series of Matrix Advisors Funds Trust.
(4)
“Interested person” of the Fund is defined in the 1940 Act.  Mr. Katz is considered an “interested person” because of his affiliation with the Advisor.
 
 
Officers of the Fund
 
   
Name, Address (1)
and Year of Birth
Position(s) Held
with the Fund
Term of Office
and Date
Elected (2)
Principal Occupation
During Past Five Years
Steven G. Roukis, CFA
 (Born 1967)
 
Senior Vice
President
Since 2000
Managing Director and Senior Portfolio Manager of the Advisor (2005 to present).
 
Lon F. Birnholz
 (Born 1960)
 
Executive Vice
President and
Secretary
 
Since 2006
Senior Managing Director of the Advisor (1999 to present).
 
Jordan F. Posner
 (Born 1957)
 
Senior Vice
President
Since 2006
Managing Director and Senior Portfolio Manager of the Advisor (2005 to present).
 
Steven Pisarkiewicz
 (Born 1949)
 
Senior Vice
President
Since 2010
Senior Managing Director and Senior Portfolio Manager of the Advisor (2009 to present).
 
Jonathan M. Tom
 (Born 1983)
Senior Vice
President
Since 2016
Chief Operating Officer of the Advisor (2015 to present); Head Fixed Income Trader (2011 to present); Equity Research Analyst (2005 to present).
 
Stephan J. Weinberger, CFA
 (Born 1955)
 
Senior Vice
President
Since 2010
Managing Director and Senior Portfolio Manager of the Advisor (2010 to present).
 
Conall J. Duffin
 (Born 1975)
 
Vice President,
Assistant Secretary,
Chief Compliance
Officer and AML
Compliance Officer
Since 2002
 
 
Since 2016
Chief Compliance Officer of the Advisor (2016 to present); Vice President of  Marketing and Mutual Fund Services of the Advisor (2010 to present).
 
 
(1)
The address of each Officer is 10 Bank Street, Suite 590, White Plains, NY 10606.
(2)
Each Officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is elected and qualifies.

Additional Information Concerning Our Board of Directors

The Role of the Board of Directors

The Board of Directors provides oversight of the management and operations of the Fund. Like all mutual funds, the day-to-day responsibility for the management and operation of the Fund is the responsibility of various service providers to the Fund, such as the Advisor and the Fund’s portfolio manager, distributor, administrator, custodian, and transfer agent, each of whom are discussed in greater detail in this SAI. The Board of Directors has appointed various senior individuals of the Advisor as officers of the Fund, with responsibility to monitor and report to the Board of Directors on the Fund’s operations. In conducting this oversight, the Board of Directors receives regular reports from these officers and service providers regarding the Fund’s operations. For example, the Treasurer provides reports as to financial reporting matters and the Fund’s portfolio manager reports on the performance of the Fund’s portfolio. The Board of Directors has appointed a Chief Compliance Officer who administers the Fund’s compliance program and regularly reports to the Board of Directors as to compliance matters. Some of these reports are provided as part of formal “board meetings” which are typically held quarterly, in person, and involve the Board of Directors’ review of recent Fund operations. From time to time, one or more members of the Board of Directors may also meet with management in less formal settings, between formal board meetings to discuss various topics. In all cases, however, the role of the Board of Directors and of any individual Director is one of oversight and not of management of the day-to-day affairs of the Fund.
 

Board Leadership Structure

The Board of Directors has structured itself in a manner that it believes allows it to perform its oversight function effectively.  It has established four standing committees, a Nominating Committee, an Audit Committee (which also serves as the Qualified Legal Compliance Committee), and a Valuation Committee, which are discussed in greater detail below under “Board Committees”.  All of the Directors, except Mr. Katz, are “Independent Directors”, which are Directors that are not affiliated with the Advisor, the Fund’s principal underwriter, or their affiliates.  The Nominating Committee and Audit Committee are composed entirely of Independent Directors.  The Valuation Committee is composed entirely of Directors. The Chairman of the Board of Directors is an Independent Director.  The Board of Directors has determined not to combine the Chairman position and the principal executive officer position and has appointed Mr. Katz, the Chief Investment Officer and President of the Advisor, as President of the Fund.  The Board of Directors reviews its structure and the structure of its committees annually.  The Board of Directors has determined that the structure of the Independent Chairman, the composition of the Board of Directors, and the function and composition of its various committees are appropriate means to address any potential conflicts of interest that may arise.

Board Oversight of Risk Management

As part of its oversight function, the Board of Directors receives and reviews various reports and assessments and discusses these matters with appropriate management and other personnel. Because risk management is a broad concept comprised of many disparate elements (such as, for example, investment risk, issuer and counterparty risk, compliance risk, operational risks, business continuity risks, etc.) the oversight of different types of risks is handled in different ways.  For example, the Board of Directors reviews compliance reports from the Fund’s Chief Compliance Officer as well as the Fund’s administrator, and engages in discussions with each of them as necessary, in its oversight of compliance activities affecting the Fund.  By way of further example, the Independent Directors ask for reports and engage in discussions with personnel of the Advisor as necessary to review other types of risks, such as business continuity risk or investment risk.  The Audit Committee also meets with the Fund’s independent public accounting firm to discuss, among other things, the internal control structure of the Fund’s financial reporting function.  Not all risks that may affect the Fund or its portfolio can be identified or processes and controls developed to eliminate or mitigate their occurrence or effects, and some risks are simply beyond any control of the Fund, the Advisor, its affiliates or other service providers.
 

Information about Each Director’s Qualifications, Experience, Attributes or Skills

The Board of Directors believes that each of its members has the qualifications, experience, attributes and skills (“Director Attributes”) appropriate to their continued service as Directors of the Fund in light of the Fund’s business and structure. Each of the Directors has substantial business and professional backgrounds that indicate they have the ability to critically review, evaluate and access information provided to them.  Certain of these business and professional experiences are set forth in detail in the charts above.  In addition, each of the Directors has served on boards for organizations other than the Fund, and Messrs. Kieszek and Tucker have served on the Board of Directors for more than 15 years. Collectively, the Directors therefore have substantial board experience and, in their service to the Fund, have gained substantial insight as to the operation of the Fund.  The Independent Directors annually conduct a “self-assessment” wherein the effectiveness of the Board is reviewed.

In addition to the information provided in the previous charts, additional information concerning each particular Director and certain of their Director Attributes is provided below. The information provided below, and in the chart above, is not all-inclusive. Many Director Attributes involve intangible elements, such as intelligence, work ethic, the ability to work together and the ability to communicate effectively, exercise judgment, ask incisive questions, manage people and problems or to develop solutions. In conducting its annual self-assessment, the Directors have determined that they have the appropriate attributes and experience to continue to serve effectively as Directors of the Fund.  In addition, the summaries set forth below as to the qualifications, attributes and skills of the Directors are furnished in response to disclosure requirements imposed by the SEC, do not constitute any representation or guarantee that the Board of Directors or any Director has any special expertise or experience, and do not impose any greater or additional responsibility or obligation on, or change any standard of care of, any such person or on the Board of Directors as a whole than otherwise would be the case.

Director Attributes

David A. Katz, CFA .  Mr. Katz has served as a Director of the Fund since 1997, as President and Treasurer of the Fund since 1997 and as the Fund’s portfolio manager since 1996.  Mr. Katz has served as Chief Investment Officer of the Advisor since 1986 and as President of the Advisor since 1990.  In addition to his investment management experience, Mr. Katz is also a CFA charterholder.  Through his experience as a Director and officer of the Fund, his investment management experience and his experience as a CFA charterholder, Mr. Katz is experienced with financial, accounting, regulatory and investment matters.  Such experience helps Mr. Katz exercise the business judgment necessary to fulfill the requirements and obligations of his position on the Board of Directors and to effectively evaluate Fund management.

T. Michael Tucker .  Mr. Tucker has served as a Director of the Fund since 1997, and is currently the Chairman of the Board.  From 1977 to 2005 and from 2011 to present, Mr. Tucker has been the owner of T. Michael Tucker, a certified public accounting firm.  Mr. Tucker formerly served as a consultant with Carr Riggs & Ingram, LLP, a certified public accounting firm, from 2005 to 2011.    Through his experience as a Director and his many years of accounting experience, Mr. Tucker is experienced with financial, accounting, regulatory and investment matters.  Such experience helps Mr. Tucker exercise the business judgment necessary to fulfill the requirements and obligations of his position on the Board of Directors and to effectively evaluate Fund management.
 

Larry D. Kieszek .  Mr. Kieszek has served as a Director of the Fund since 1997 and is currently the Chairman of the Audit Committee.  Mr. Kieszek is currently retired. He served as a Partner at Purvis, Gray & Company, LLP, a certified public accounting firm, from 1974 to 2015.  Through his experience as a Director and his many years of accounting experience, Mr. Kieszek is experienced with financial, accounting, regulatory and investment matters.  Such experience helps Mr. Kieszek exercise the business judgment necessary to fulfill the requirements and obligations of his position on the Board of Directors and to effectively evaluate Fund management.

David S. Wyler. Mr. Wyler has served as a Director of the Fund since 2016. He served as Vice President of Business Development for iQ Media, an audience intelligence company that helps marketers link their media investments to desired audience outcomes from May through September 2017. Prior to joining iQ Media, Mr. Wyler was Senior Director of Sales at Simulmedia, an advanced TV targeting and execution company, from 2016 until 2017. Prior to that, Mr. Wyler was Vice President of Business Development for Resonate, a marketing intelligence firm from 2014 through 2016. Mr. Wyler was Vice President of Business Development for the AdTruth division of 41st Parameter, a fraud prevention firm, from 2012 until it was acquired by Experian in 2013. He served as Vice President of Business Development for Experian from 2013 until 2014. Mr. Wyler joined IAG Research, a market research firm, in 2004 and served as Vice President and later Senior Vice President from 2004 until its acquisition by The Nielsen Company in 2008. He continued serving as Senior Vice President and General Manager for The Nielsen Company until 2011. Through his experience as a Director of the Fund and his many years as a senior executive in the marketing and market intelligence fields, Mr. Wyler is experienced with financial, accounting, and marketing matters. Such experience helps Mr. Wyler exercise the business judgment necessary to fulfill the requirements and obligations of his position on the Board of Directors and to effectively evaluate Fund management.

Independent Directors receive a fee of $750 per regular meeting and $500 per special meeting.  Additionally, all Independent Directors are reimbursed for out-of-pocket expenses incurred in connection with attending the Board of Directors meetings. The Fund does not offer pension or retirement benefits to its Directors or officers.  The table below sets forth the compensation of the Independent Directors for the fiscal year ended June 30, 2017.

COMPENSATION TABLE

Name and Position
Aggregate Compensation
from the Fund
Total Compensation
from the Fund and Fund Complex
Paid to Directors (1)
Mr. Tucker, Director
$3,000
$3,750
Mr. Kieszek, Director
$3,000
$3,750
Mr. Wyler, Director
$3,000
$3,750

(1)
The “Fund Complex” includes the Fund and a single series of Matrix Advisors Funds Trust.

 

Directors Ownership of Fund Shares

The following table shows the dollar range of shares beneficially owned by each Director in the Fund as of December 31, 2016:

Name of Director
Aggregate Dollar Range of Equity Securities
Beneficially Owned in the Fund (1)
   
Independent Directors
 
T. Michael Tucker
Over $100,000
Larry D. Kieszek
Over $100,000
David S. Wyler
$1 - $10,000
Interested Director
 
David A. Katz
Over $100,000

(1)
Beneficial ownership is determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended.
 
As of September 30, 2017, the Directors and Officers of the Fund as a group beneficially owned approximately 18.17 % of the outstanding shares of the Fund.

Board Committees

Audit Committee

The Fund has an Audit Committee, which is composed of all of the Independent Directors. The Audit Committee is responsible for selecting, overseeing and setting the compensation of the independent auditors and is responsible for pre-approving all audit and non-audit services performed by the auditors for the Fund and for pre-approving certain non-audit services performed by the auditors for the Advisor and certain control persons of the Advisor.  The Audit Committee also reviews financial statements and other audit-related matters for the Fund and holds discussions with management and with the independent auditors concerning the scope of the audit and the auditor’s independence.  The Audit Committee meets twice a year, and if necessary, more frequently.  The Audit Committee met twice during the fiscal year ended June 30, 2017.

The Audit Committee also serves as the Fund’s Qualified Legal Compliance Committee (“QLCC”) for the purpose of compliance with Rules 205.2(k) and 205.3(c) of the Code of Federal Regulations, regarding alternative reporting procedures for attorneys retained or employed by an issuer who appear and practice before the SEC on behalf of the issuer (the “issuer attorneys”).

Nominating Committee

The Nominating Committee is responsible for seeking and reviewing candidates for consideration as nominees for the position of Directors as is considered necessary from time to time.  The Nominating Committee will review shareholders nominations to fill vacancies on the Board of Directors.  Such recommendations for consideration by the Nominating Committee should be sent to the President of the Fund in writing together with the appropriate biographical information concerning each such proposed nominee, and such recommendation must comply with the notice provisions set forth in the Fund’s Articles of Incorporation, as amended.  In general, to comply with such procedures, such nominations, together with all required biographical information, must be delivered to and received by the President of the Fund at the principal executive offices of the Fund not later than 60 days prior to the shareholder meeting at which any such nominee would be voted on.  The Nominating Committee is composed of all of the Independent Directors.  There are no policies in place regarding nominees recommended by shareholders.  The Nominating Committee did not meet during the fiscal year ended June 30, 2017.
 

Valuation Committee

The Valuation Committee, composed of all the Directors, oversees valuation matters of the Fund and has delegated certain of its duties to the Fund’s Pricing Committee, established under the Amended Pricing Procedures (the “Pricing Procedures”) adopted by the Fund, to make fair valuation determinations for the Fund pursuant to the Pricing Procedures.  The Pricing Committee is composed of Messrs. Katz, Duffin and Tom, each an officer of the Fund and an employee of the Advisor.  The Valuation Committee meets as needed. The Valuation Committee did not meet during the fiscal year ended June 30, 2017.

Board Interest in the Advisor and Distributor

As of December 31, 2016, none of the Independent Directors or members of their immediate families owned any securities of the Advisor, Quasar Distributors, LLC, the Fund’s distributor (the “Distributor”), or any other entity directly or indirectly controlling, controlled by, or under common control with the Advisor or the Distributor.  During the two most recently completed calendar years, none of the Independent Directors or members of their immediate families conducted any transactions (or series of transactions) with the Advisor, the Distributor or any affiliate of the Advisor or the Distributor in which the amount involved exceeded $120,000.  Each of the Independent Directors has a relationship with the Advisor whereby the Advisor manages separate accounts on their behalf.

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

A principal shareholder is any person who owns of record or beneficially 5% or more of the outstanding shares of the Fund.  A control person is one who owns beneficially or through controlled companies more than 25% of the voting securities of a company or acknowledges the existence of control.  A controlling person possesses the ability to control the outcome of matters submitted for shareholder vote by the Fund. As of September 30, 2017, the following shareholders owned of record or beneficially more than 5% of the Fund’s outstanding shares:

Name and Address
Percentage
Ownership
Type of Ownership
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105-1905
62.94%
Record
National Financial Services LLC
200 Liberty Street, One World Financial Center
New York, NY 10281-1003
10.06%
Record
David A. Katz
c/o Matrix Asset Advisors, Inc.
10 Bank Street, Suite 590
White Plains, NY 10606 
8.28%
 
Beneficial
 



INVESTMENT ADVISOR

Matrix Asset Advisors, Inc. serves as the Fund’s investment advisor under an advisory agreement (the “Advisory Agreement”), which provides that the Advisor will obtain and evaluate information relating to the economy, industries, businesses, securities markets and securities, formulate a continuing program for the management of the Fund’s assets in a manner consistent with its investment objective, and implement this program by selecting on a discretionary basis the securities to be purchased or sold by the Fund and placing orders for such purchases and sales.  In addition, the Advisor provides for the Fund’s office needs, supervises the maintenance of the Fund’s books and records, provides the Fund with persons competent to perform all of these executive and administrative functions, supervises and coordinates the activities of the Fund’s institutional and other agents ( e.g ., custodian, transfer agent, independent accountants, outside legal counsel), and permits its officers and employees to serve as directors and officers of the Fund, all without additional cost to the Fund.  Certain directors and officers of the Advisor presently serve as directors or officers of the Fund.

The Fund pays all other expenses incurred in the operation of the Fund, except as provided below, including taxes, fees and commissions, bookkeeping expenses, share issuance expenses, expenses of redemption of shares, charges of its custodian and transfer agent, costs of preparing and printing reports and prospectuses for the Fund’s existing shareholders, registration fees, auditing and legal expenses, and expenses and fees of outside directors.

The Advisor also has agreed to pay the fees and expenses of printing and distributing reports or prospectuses prepared for the Fund in connection with the offering or sale of its shares, of preparing and setting in type, printing and mailing all advertising and sales literature and all other expenses in connection with the offer and sale of Fund shares not specifically allocated to the Fund.

The Advisory Agreement continues in effect from year to year, if such continuation is specifically approved at least annually by the Board of Directors at a meeting called for that purpose, or by vote of the holders of a majority of the Fund’s shares, and in either case, also by a vote of a majority of directors who are not “interested persons” of the Advisor or the Fund within the meaning of the 1940 Act.  The Advisory Agreement is subject to termination by either party without penalty on 60 days’ written notice to the other and terminates automatically in the event of its assignment.

The Advisory Agreement provides that neither the Advisor, its directors, officers or employees, nor certain other persons performing specific functions for the Fund, shall be liable to the Fund, except for any loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard of duty.

A discussion regarding the basis for the Board of Directors’ approval of the Investment Advisory Agreement is available in the Fund’s semi-annual report to shareholders for the period ended December 31, 2016.
 

The Fund has agreed to pay the Advisor, as compensation for all services rendered, staff and facilities provided and expenses paid or assumed , an annual fee, payable monthly, of 0.75% of the Fund’s average daily net assets.  The advisory fees paid to the Advisor for the services provided to the Fund for the past three fiscal years were as follows:

For the Year Ended June 30,
 
2017
2016
2015
Advisory Fees Accrued
$436,515
$480,281
$566,775
Advisory Fees Waived
($113,025)
($106,880)
($98,789)
Total Advisory Fees paid
to the Advisor
$323,490
$373,401
$467,986

The Advisor has entered into an agreement with the Fund in which the Advisor has agreed to limit the operating expenses of the Fund to the extent necessary to ensure that the expenses of the Fund do not exceed 0.99% of the average annual net assets of the Fund during each fiscal year.  This agreement may be terminated at any time, and without payment of any penalty, by the Board of Directors, upon 60 days’ written notice to the Advisor. Currently, the Advisor has agreed not to seek reimbursement of such management fee reductions and/or expense payments.

Control Person of the Investment Advisor

David A. Katz, President and Chief Investment Officer of the Advisor, beneficially owns more than 50% of the outstanding stock of the Advisor.  Accordingly, Mr. Katz is deemed to control the Advisor.

PORTFOLIO MANAGER

Mr. Katz is the Advisor’s President and Chief Investment Officer and has overall responsibility for the firm’s investment efforts.  He graduated summa cum laude from Union College with a Bachelor of Arts degree in Economics.  He received a Master of Business Administration degree, with a concentration in Finance, from New York University Graduate School of Business in 1987, graduating with distinction.  His numerous works on value investing have earned him various awards and distinctions at the undergraduate and graduate levels.  Mr. Katz is a CFA charterholder.  After initially working at Management Asset Corporation in Westport, Connecticut, Mr. Katz co-founded Value Matrix Management with the late John M. Gates in 1986.  He served as the firm’s Senior Vice President and Chief Investment Officer and was Head of the Investment Policy Committee.  In 1990, he merged the Value Matrix Management organization into Matrix Asset Advisors, Inc.  Mr. Katz chairs the Investment Policy Committee and is a Portfolio Manager/Analyst.  He appears frequently as a guest on CNBC and Bloomberg Radio.
 

Other Accounts Managed

The following table provides information relating to other accounts managed by Mr. Katz, the Fund’s Portfolio Manager, as of June 30, 2017:

Category of
Account
Total Number of
Accounts Managed
Total Assets in
Accounts Managed
Number of
Accounts for
which
Advisory Fee is
Based on
Performance
Assets in
Accounts for
which Advisory
Fee is Based on
Performance
Other Registered Investment Companies
0
$0
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
503
$751.03 million
0
$0

Compensation

Mr. Katz’s compensation in connection with his management of the Fund and other accounts includes a fixed base salary and a performance bonus.  He does not receive deferred compensation. Compensation is based on the overall profitability of the Advisor which is driven by the Advisor’s aggregate equity performance on its overall assets under management.  Compensation is not tied to the performance or assets under management for any specific fund or account.

Base Salary :

Mr. Katz receives a fixed annual base salary.  Base salary amounts are determined by the compensation committee of the Advisor, based upon a number of factors including the employee’s experience, overall performance, responsibilities, and the competitive market place.  At Mr. Katz’s discretion, a portion of his salary may be contributed to the Advisor’s defined benefit plan.  Mr. Katz, however, does not receive any additional compensation from the Advisor as a result of his participation in its defined benefit plan.

Performance Bonus :

Mr. Katz receives a performance bonus that is determined based upon the Advisor’s overall profitability, which is driven by both the short- and long-term investment performance (both absolute and relative) and the overall assets under management of the accounts advised by the Advisor, including the Fund.  The Advisor uses the S&P 500 ® Index as its performance benchmark.  Bonus compensation takes into account short- and long-term performance returns.  The bonus compensation is not guaranteed, and is paid at the discretion of the Advisor.

Retirement Plan:

Mr. Katz participates in the Advisor’s retirement plan.  The retirement plan is based upon the Fund’s pre-tax and after-tax performance.  The Advisor uses the S&P 500 Index as its performance benchmark.  Retirement plan compensation is tied to the Advisor’s overall profitability, which is driven by the Advisor’s short-term as well as long-term investment performance (both absolute and relative) and the Advisor’s overall assets under management.
 

Potential Conflicts of Interest

The Advisor focuses on Large Cap Value and Dividend Income strategies for its equity accounts and does not anticipate any conflicts of interest arising between the investment strategy of the Fund and the investment strategy of other accounts due to the policies and procedures that are in place.  The Advisor maintains and follows the “MAA Client Trading Policy and Procedures” outlining the method of sequencing trade orders among clients, including the Fund.  All orders are aggregated to the extent feasible with the intent to achieve net best execution.

The exception to this would be those accounts with directed brokerage.  In general, no priority is to be given to any brokerage house in terms of the timing of orders.  Orders will be placed to maximize the number of clients and the number of shares that can be bought or sold for these clients without materially affecting the market and to minimize stock price movement.  The allocation of partial orders is based upon a portfolio’s weighting in an asset class, industry group, sector and security.  Thereafter, partial fills are allocated alphabetically (listing identified as alphabetical from Axys account code and families or grouped accounts are filled at the same time whenever possible).  The alphabetical listing will be sorted with a rotation of the alphabet based upon the calendar day of the month.  The Advisor makes every effort to maintain a fair order generation and allocation methodology favoring no client or client group and eliminating any perceived conflict of interest.

As the Advisor manages separate client accounts and advises a mutual fund, the Advisor is cognizant of the issues involved with managing and trading these different accounts.  The Advisor has safeguards in place to ensure that no account is advantaged or disadvantaged versus the other accounts.

Ownership of Fund Securities

As of June 30, 2017, Mr. Katz beneficially owned over $1 million worth of equity securities in the Fund.

DISTRIBUTOR

The Fund’s distributor, Quasar Distributors, LLC, 777 East Wisconsin Avenue, 6th Floor, Milwaukee, Wisconsin 53202, a Delaware limited liability company, is the distributor for the shares of the Fund pursuant to a Distribution Agreement (the “Distribution Agreement”) between the Advisor and Distributor.  The Distribution Agreement was initially approved by the Board of Directors on November 22, 2002.  The Distributor is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”).  Shares of the Fund are offered on a continuous basis.  The Distribution Agreement provides that the Distributor, as agent in connection with the distribution of Fund shares, will use its best efforts to distribute the Fund’s shares.  The Distributor’s fees are paid by the Advisor.
 

EXECUTION OF PORTFOLIO TRANSACTIONS

Pursuant to the Advisory Agreement, the Advisor determines which securities are to be purchased and sold by the Fund and which broker-dealers are eligible to execute the Fund’s portfolio transactions.  Purchases and sales of securities in the over-the-counter market will generally be executed directly with a “market-maker” unless, in the opinion of the Advisor, a better price and execution can otherwise be obtained by using a broker for the transaction.

Purchases of portfolio securities for the Fund also may be made directly from issuers or from underwriters.  Where possible, purchase and sale transactions will be effected through dealers (including banks) which specialize in the types of securities which the Fund will be holding, unless better executions are available elsewhere.  Dealers and underwriters usually act as principal for their own accounts.  Purchases from underwriters will include a concession paid by the issuer to the underwriter and purchases from dealers will include the spread between the bid and the asked price.  If the execution and price offered by more than one dealer or underwriter are comparable, the order may be allocated to a dealer or underwriter that has provided research or other services as discussed below.

In placing portfolio transactions, the Advisor will use its reasonable efforts to choose broker-dealers capable of providing the services necessary to obtain the most favorable price and execution available.  The full range and quality of services available will be considered in making these determinations, such as the size of the order, the difficulty of execution, the operational facilities of the firm involved, the firm’s risk in positioning a block of securities, and other factors.  The Advisor considers such information, which is in addition to and not in lieu of the services required to be performed by it under the Advisory Agreement with the Fund, to be useful in varying degrees, but of indeterminable value.  Portfolio transactions may be placed with broker-dealers who sell shares of the Fund subject to rules adopted by the FINRA and SEC and in accordance with any policies and procedures adopted by the Fund pursuant to such rules.

While it is the Fund’s general policy to seek first to obtain the most favorable price and execution available in selecting a broker-dealer to execute portfolio transactions for the Fund, in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, when it is determined that more than one broker-dealer can deliver best execution, weight is also given to the ability of a broker-dealer to furnish brokerage and research services to the Fund or to the Advisor, even if the specific services are not directly useful to the Fund and may be useful to the Advisor in advising other clients.  In negotiating commissions with a broker or evaluating the spread to be paid to a dealer, the Fund may therefore pay a higher commission or spread than would be the case if no weight were given to the furnishing of these supplemental services, provided that the amount of such commission or spread has been determined in good faith by the Advisor to be reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer.  The standard of reasonableness is to be measured in light of the Advisor’s overall responsibilities to the Fund.

Investment decisions for the Fund are made with the Fund’s specific investment objective and strategies in mind.  Nevertheless, it is possible that at times identical securities will be acceptable for both the Fund and one or more of such client accounts or mutual funds. In such event, the position of the Fund and such client account(s) or mutual funds in the same issuer may vary and the length of time that each may choose to hold its investment in the same issuer may likewise vary. However, to the extent any of these client accounts or mutual funds seek to acquire the same security as the Fund at the same time, the Fund may not be able to acquire as large a portion of such security as it desires, or it may have to pay a higher price or obtain a lower yield for such security. Similarly, the Fund may not be able to obtain as high a price for, or as large an execution of, an order to sell any particular security at the same time. If one or more of such client accounts or mutual funds simultaneously purchases or sells the same security that the Fund is purchasing or selling, each day’s transactions in such security will be allocated between the Fund and all such client accounts or mutual funds in a manner deemed equitable by the Advisor, taking into account the respective sizes of the accounts and the amount being purchased or sold. It is recognized that in some cases this system could have a detrimental effect on the price or value of the security insofar as the Fund is concerned. In other cases, however, it is believed that the ability of the Fund to participate in volume transactions may produce better executions for the Fund.
 

The Fund does not effect securities transactions through brokers in accordance with any formula, and it does not direct securities transactions to brokers in exchange for selling shares of the Fund. To the knowledge of the Fund’s management, no Director or Officer of the Fund has any material direct or indirect interest in any broker that will effect the Fund’s portfolio transactions.

The Fund paid the following amounts in brokerage commissions during the past three fiscal years:

Brokerage Commissions Paid
During the Fiscal Year Ended June 30,
2017
2016
2015
$25,146
$22,559
$23,790

Of the above amounts, the following amounts were paid to firms for research, statistical or other services provided to the Advisor:

2017
2016
2015
$0
$0
$0

The Fund acquired securities of its regular brokers or dealers (as defined in Rule 10b-1 under the 1940 Act) during the most recent fiscal year.
 
Broker
Amount
JPMorgan Chase & Co.
$2,833,400
Wells Fargo & Co.
$2,548,860
Morgan Stanley
$1,203,120
 
PORTFOLIO TURNOVER

Although the Fund generally will not invest for short-term investment purposes, portfolio securities may be sold without regard to the length of time they have been held when, in the opinion of the Advisor, investment considerations warrant such action. Portfolio turnover rate is calculated by dividing (1) the lesser of purchases or sales of portfolio securities for the fiscal year by (2) the monthly average of the value of portfolio securities owned during the fiscal year. A 100% turnover rate would occur if all the securities in the Fund’s portfolio, with the exception of securities whose maturities at the time of acquisition were one year or less, were sold and either repurchased or replaced within one year. A high rate of portfolio turnover (100% or more) generally leads to higher transaction costs and may result in a greater number of taxable transactions. See “Execution of Portfolio Transactions,” above.
 

The Fund’s annual portfolio turnover rates for the past two fiscal years are as follows:

Year Ended June 30,
2017
2016
22%
15%

MARKETING AND SUPPORT PAYMENTS

The Advisor, out of its own resources and without additional cost to the Fund or its shareholders, may provide additional cash payments or other compensation to certain financial intermediaries (“Financial Intermediaries”) who sell shares of the Fund.  The Advisor does not currently intend to make such payments, but reserves the right to initiate payments in the future without notice to shareholders.  These payments may be divided into categories as follows:

Support Payments

The Advisor may make payments to certain Financial Intermediaries in connection with the eligibility of the Fund to be offered in certain programs and/or in connection with meetings between the Fund’s representatives and Financial Intermediaries and their sales representatives.  Such meetings may be held for various purposes, including providing education and training about the Fund and other general financial topics to assist Financial Intermediaries’ sales representatives in making informed recommendations to, and decisions on behalf of, their clients.

Entertainment, Conferences and Events

The Advisor also may provide non-cash compensation to sales representatives of Financial Intermediaries in the form of (1) occasional gifts; (2) occasional meals, tickets or other entertainments; and/or (3) sponsorship support for the Financial Intermediary’s client seminars and cooperative advertising.  In addition, the Advisor may pay for exhibit space or sponsorships at regional or national events of Financial Intermediaries.

The prospect of receiving, or the receipt of additional payments or other compensation as described above by Financial Intermediaries may provide such intermediaries and/or their salespersons with an incentive to favor sales of shares of the Fund, and other mutual funds whose affiliates make similar compensation available, over sale of shares of mutual funds (or non-mutual fund investments) not making such payments. You may wish to take such payment arrangements into account when considering and evaluating any recommendations relating to the Fund shares.

As of the date of this SAI, the Advisor does not have agreements with any firms to pay such support payments.  Future support payments may be structured in three ways:  (1) as a percentage of net sales; (2) as a percentage of net assets; and/or (3) a flat fee.
 

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The information provided below supplements the information contained in the Prospectus regarding the purchase and redemption of Fund shares.

How to Buy Shares

The public offering price of the Fund shares is the Fund’s NAV.  Shares are purchased at the public offering price next determined after the Fund’s transfer agent receives your order in proper form as discussed in the Prospectus. In order to receive that day’s public offering price, the Fund’s transfer agent must receive your order in proper form before the close of regular trading on the New York Stock Exchange (“NYSE”), normally 4:00 p.m., Eastern Time.

The NYSE annually announces the days on which it will not be open for trading. The most recent announcement indicates that it will not be open on weekends and on the following days: New Year’s Day, Martin Luther King Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. However, the NYSE may close on days not included in that announcement.

Automatic Investment Plan.  As discussed in the Prospectus, the Fund provides an automatic investment plan for the convenience of investors who wish to purchase shares of the Fund on a regular basis. All record keeping and custodial costs of the automatic investment plan are paid by the Fund. The market value of the Fund’s shares is subject to fluctuation, so before undertaking any plan for systematic investment, the investor should keep in mind that this plan does not assure a profit, and does not protect against depreciation in declining markets.

How   to Sell Shares

You can sell your Fund shares any day the NYSE is open for regular trading.

Delivery of redemption proceeds.  The Fund typically expects to send the redemption proceeds on the next business day (a day when the NYSE is open for normal business) after the redemption request is received in good order and prior to market close, regardless of whether the redemption proceeds are sent via check, wire, or ACH transfer. The Fund may suspend the right of redemption or postpone the date of payment during any period when (a) trading on the NYSE is restricted as determined by the SEC or the NYSE is closed other than for weekends and holidays; (b) an emergency exists as determined by the SEC making disposal of portfolio securities or valuation of net assets of the Fund not reasonably practicable; or (c) for such other period as the SEC may permit for the protection of the Fund’s shareholders.  Under unusual circumstances, the Fund may suspend redemptions, or postpone payment for up to seven days, as permitted by federal securities law.

The value of shares on redemption or repurchase may be more or less than the investor’s cost, depending upon the market value of the Fund’s portfolio securities at the time of redemption or repurchase.

Redemptions-in-kind.  The Fund has made an election pursuant to Rule 18f-1 under the 1940 Act which obligates it to pay in cash all redemptions to any shareholder of record unless a shareholder requests a redemption, within a 90-day period, of shares having a value in excess of (i) $250,000, or (ii) 1% of the Fund’s NAV, whichever is less. In this case, the Fund is permitted to pay the redemption price in whole or in part by a distribution of securities from its portfolio. In that event, the value of the securities distributed would be equal to the amount redeemed, determined at the same time, and in the same manner, as the redemption price is determined. Shareholders who receive redemption payments in securities may incur brokerage costs in converting the securities they receive into cash and will bear any market risks associated with such securities until they are converted into cash.  For federal income tax purposes, redemptions-in-kind are taxed in the same manner as redemptions paid in cash.
 

DISTRIBUTIONS AND TAX INFORMATION

Distributions

Distributions of the Fund’s net investment income and net capital gains from the sale of securities, if any, are generally made annually. The Fund expects to distribute any undistributed net investment income on or about December 31 of each year. Any net capital gains realized through the period ended October 31 of each year will also be distributed by December 31 of each year.

Each distribution by the Fund is accompanied by a brief explanation of the form and character of the distribution.  In January of each year, the Fund will issue to each shareholder a statement of the federal income tax status of all distributions.

Tax Information

Change in income tax laws, potentially with retroactive effect, could impact the Fund’s investments or the tax consequences to you of investing in the Fund.

The Fund intends to qualify and elect to be treated as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and, as such, should pay no federal income or excise taxes on its investment company taxable income or net capital gain distributed to Fund shareholders, provided that the Fund complies with all applicable requirements regarding the source of its income, diversification of its assets, and timing and amount of its distributions. Consistent with the distribution requirements of the Code, each year the Fund intends to distribute substantially all of its investment company taxable income and any net capital gain, after offsetting against any available capital loss carryovers for each fiscal year. Investment company taxable income generally consists of interest, dividends, net short-term capital gain, and net gain from foreign currency transactions, less expenses.  The availability of investment company taxable income for distributions is dependent on the level of the Fund’s income and expenses, and the actual amount and timing of any distribution is subject to the discretion of the Board of Directors.

Distributions of investment company taxable income received by corporate shareholders may be eligible for the intercorporate dividends-received deduction.  The intercorporate dividends-received deduction will apply to that portion of the distributions of investment company taxable income attributable to dividends received by the Fund from U.S. corporations and designated by the Fund as qualifying for the dividends-received deduction.  Among other limitations, any distributions of investment company taxable income made by the Fund will not be eligible for the intercorporate dividends-received deduction with respect to shares which are held by a corporate shareholder for 45 days or less during the 91-day period beginning 45 days before the distribution becomes ex-dividend.  Net capital gain distributions do not qualify for the intercorporate dividends-received deduction.
 

For non-corporate shareholders, a portion of the distributions of investment company taxable income made by the Fund may consist of qualified dividend income eligible for taxation at the reduced federal income tax rates applicable to long-term capital gains, to the extent the Fund reports the amount distributed as qualified dividend income and the shareholder meets certain holding period requirements with respect to his or her Fund shares. Except as discussed above, distributions of investment company taxable income are taxable to shareholders as ordinary income (for non-corporate shareholders, currently taxed at a maximum federal income tax rate of 39.6%).

Net capital gain distributions are taxable to shareholders as long-term capital gains (for non-corporate shareholders, currently taxed at a maximum federal income tax rate of 20%) regardless of the length of time Fund shares have been held.  Distributions of net capital gain are not eligible for qualified dividend income treatment or the dividends-received deduction referred to above.

Shareholders should carefully consider the impact of buying Fund shares just before the declaration of a distribution of investment company taxable income or net capital gain.  Any such distribution paid shortly after a purchase of shares will reduce the NAV of the shares by the amount of the distribution.  The distribution, though in effect a partial return of capital (to the extent it is paid on the shares so purchased), would be taxable as described above.

Shareholders will recognize gain or loss upon the sale or redemption of Fund shares.  Such gain or loss will be capital gain or loss if the shares were held as capital assets by the shareholder and will be long-term or short-term depending upon the shareholder’s holding period for such shares.  If a shareholder’s holding period exceeds 12 months, any gain on the sale or redemption of Fund shares may be eligible for the reduced federal income tax rates applicable to long-term capital gains.

As of June 30, 2017, the Fund had no capital loss carryover and post-October capital losses.

Certain individuals, trusts and estates may be subject to a Medicare tax of 3.8% (in addition to the regular income tax).  The Medicare tax is imposed on the lesser of (i) a taxpayer’s investment income, net of deductions properly allocable to such income or (ii) the amount by which the taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals filing jointly, $200,000 for unmarried individuals and $125,000 for married individuals filing separately).  The Fund’s distributions are includable in a shareholder’s investment income for purposes of this Medicare tax.  In addition, any capital gain realized upon the sale or redemption of Fund shares is includable in a shareholder’s investment income for purposes of this Medicare tax.

If the Fund fails to qualify as a regulated investment company for any reason and fails to obtain relief following a failure, the Fund would be subject to taxation as a corporation.  In such case, in addition to federal corporate income taxes, other state and local income taxes applicable to corporations may also apply.  Distributions to you would be taxed as dividend income to the extent of the Fund’s then-current and accumulated earnings and profits. Such dividends may be eligible for the special tax treatment applicable to qualified dividend income discussed above.

Under the Foreign Account Tax Compliance Act (“FACTA”), the Fund may be required to withhold a generally nonrefundable 30% tax on (a) distributions of investment company taxable income and (b) distributions of net capital gain and the gross proceeds of a sale or redemption of Fund shares paid after December 31, 2018 to (i) certain “foreign financial institutions” unless such foreign financial institution agrees to verify, monitor, and report to the Internal Revenue Service (“IRS”) the identity of certain of its accountholders, among other things (unless such entity is deemed compliant under the terms of an intergovernmental agreement entered into between the United States and the entity’s country of residence), and (ii) certain “non-financial foreign entities” unless such entity certifies to the Fund that it does not have any substantial U.S. owners or provides the name, address, and taxpayer identification number of each substantial U.S. owner, among other things.  This FATCA withholding tax could also affect the Fund’s return on its investments in foreign securities or affect a shareholder’s return if the shareholder holds its Fund shares through a foreign intermediary.  You are urged to consult your tax advisor regarding the application of this FATCA withholding tax to your investment in the Fund and the potential certification, compliance, due diligence, reporting, and withholding obligations to which you may become subject in order to avoid this withholding tax.
 

The foregoing is a summary discussion of the federal income tax consequences of certain aspects of an investment in the Fund and is based on federal income tax laws and regulations in effect on the date of this SAI.  This discussion is not intended to be comprehensive and investors are urged to consult their own tax advisors concerning specific questions regarding federal, state, local, and foreign taxation.

COST BASIS REPORTING

The Fund is required to report to certain shareholders and the IRS the cost basis of shares acquired on or after January 1, 2012 (“covered shares”) when such shareholders sell or redeem these shares.  These requirements do not apply to shares held through a tax-deferred arrangement, such as a 401(k) plan or an IRA, or to shares held by tax-exempt organizations, banks, financial institutions, corporations (other than S corporations), credit unions, and certain other entities and governmental bodies.  Shares acquired before January 1, 2012 (“non-covered shares”) are treated as if held in a separate account from covered shares.  The Fund is not required to determine or report your cost basis in non-covered shares and is not responsible for the accuracy or reliability of any information provided for non-covered shares.

The cost basis of a share is generally its purchase price adjusted for distributions, returns of capital, and other corporate actions.  Cost basis is used to determine whether the sale or redemption of a share results in a capital gain or loss.  If you sell or redeem covered shares during any year, then the Fund will report the gain or loss, cost basis, and holding period of such covered shares to you and the IRS on Form 1099.

A cost basis method is the method by which the Fund determines which specific shares are deemed to be sold or redeemed when you sell or redeem less than your entire holding of Fund shares and have made multiple purchases of Fund shares on different dates at differing net asset values.  If you do not affirmatively elect a cost basis method, the Fund will use the average cost method, which averages the basis of all covered shares in your account regardless of holding period, and covered shares sold or redeemed are deemed to be those with the longest holding period first.  You may elect in writing (and not over the telephone) any alternate IRS-approved cost basis method to calculate the cost basis in your covered shares.

The default cost basis method applied by the Fund or the alternate method elected by you may not be changed after the settlement date of a sale or redemption of Fund shares.
 

If you hold Fund shares through a broker or another nominee, please contact that broker or nominee with respect to the reporting of cost basis and available elections for your account.

You are encouraged to consult your tax adviser regarding the application of these cost basis reporting rules and, in particular, which cost basis calculation method you should elect.

DETERMINATION OF SHARE PRICE

As noted in the Prospectus, the NAV of the Fund will be determined once daily as of the close of public trading on the NYSE (normally, 4:00 p.m., Eastern Time) on each day that the NYSE is open for trading. The Fund does not expect to determine the NAV of its shares on any day when the NYSE is not open for trading even if there is sufficient trading in its portfolio securities on such days to materially affect the NAV per share. However, the NAV of the Fund’s shares may be determined on days the NYSE is closed or at times other than 4:00 p.m., Eastern Time, if the Board of Directors decides it is necessary.

Securities traded on a national securities exchange are valued at the last reported sale price at the close of regular trading on each day the exchanges are open for trading. Securities trading on the NASDAQ Stock Market Inc. (“NASDAQ”) are valued at the NASDAQ Official Closing Price.

The Fund may have portfolio securities that are primarily listed on foreign exchanges that trade on weekdays or other days when the Fund does not price its shares, and thus the value of the Fund’s shares may change on days when shareholders will not be able to purchase or redeem the Fund’s shares.  In addition, with regard to foreign securities and certain domestic securities ( e.g ., domestic securities traded on an exchange that closes early), a significant event occurring after the close of trading but before the valuation of the Fund’s NAV may mean that the closing price for the security may not constitute a readily available market quotation and may accordingly require that the security be priced at its fair value in accordance with the fair value procedures established by the Fund.  The Advisor will monitor for significant events that may call into question the reliability of market quotations.  Such events may include: situations relating to a single issue in a market sector; significant fluctuations in U.S. or foreign markets; natural disasters, armed conflicts, governmental actions or other developments not tied directly to the securities markets.  Where the Advisor determines that an adjustment should be made in the security’s value because significant intervening events have caused the Fund’s NAV to be materially inaccurate, the Advisor will seek to have the security “fair valued” in accordance with the Fund’s fair value procedures.  Fair value pricing involves judgments that are inherently subjective and inexact and it is not possible to determine with certainty when, and to what extent, an event will affect a market price.  As a result, there can be no assurance that fair value pricing will reflect actual market value and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security.

The NAV per share of the Fund is calculated as follows: all liabilities incurred or accrued are deducted from the valuation of total assets which includes accrued but undistributed income; the resulting net assets are divided by the number of shares of the Fund outstanding at the time of the valuation and the result (adjusted to the nearest cent) is the NAV per share.
 

An example of how the Fund calculated its total offering price per share as of June 30, 2017 is as follows:

Net Assets
=
NAV per Share
Shares Outstanding
   
     
$58,630,908
 
$66.85
877,084
   

DISCLOSURE OF PORTFOLIO HOLDINGS

The Board of Directors has adopted the Advisor’s policies and procedures relating to the disclosure of Fund portfolio holdings information (the “Policy”).  The Policy prohibits the disclosure of portfolio holdings unless:

(1)   the disclosure is in response to a regulatory request and the Fund’s Chief Compliance Officer (the “CCO”) has authorized such disclosure;

(2)   the disclosure is to a mutual fund rating or statistical agency or person performing similar functions where there is a legitimate business purpose for such disclosure and such entity has signed a confidentiality or similar agreement including a duty not to trade on such information, where available, with the Fund or its agents and the CCO has authorized such disclosure (procedures to monitor the use of any non-public information by these entities may include the use of (a) annual certifications reaffirming that the entity has utilized such information in accordance with the terms of the agreement between the entity and the Fund or its agents or (b) the conditioning of the receipt of such information upon the entity agreeing to maintain the confidentiality of the information, along with other representations, where such representations accompany the transmittal of the information);

(3)   the disclosure is made to parties involved in the investment process, administration or custody of the Fund, including its board of directors;

(4)   the disclosure is in connection with (a) a quarterly, semi-annual or annual report that is available to the public or (b) other periodic disclosure that is publicly available; or

(5)   the disclosure is made pursuant to prior written approval of the CCO.

The Advisor shall not accept on behalf of itself, its affiliates or the Fund any compensation or other consideration in connection with the disclosure of portfolio holdings of the Fund.  In the event of a conflict between the interests of the Fund and the interests of Advisor or an affiliated person of the Advisor, the Chief Compliance Officer shall make a determination, with respect to the conflict, that she believes is in the best interests of the Fund, and shall report such determination to the Board of Directors at the end of the quarter in which such determination was made.  Any employee of the Advisor who suspects a breach of this obligation must report the matter immediately to the CCO or to his or her supervisor.

Any disclosure made pursuant to Item 5 above shall be reported to the Board of Directors at the next quarterly meeting.  This Policy may change at any time without prior notice to shareholders.
 

The Advisor and/or the Fund currently does not maintain ongoing arrangements with rating or statistical agencies or agencies providing similar functions.  A schedule of the Fund’s complete portfolio holdings, current as of month-end, will be available on the Fund’s website no earlier than 15 days after the end of each month.  This information will remain available on the website at least until updated for the next month or until the Fund files with the SEC its semi-annual or annual shareholder report or quarterly portfolio holdings report that includes such period.  The most recent schedule is available on the Fund’s website at http://www.matrixadvisorsvaluefund.com or by calling toll free at 1-800-366-6223.  The Fund may terminate or modify this policy at any time without further notice to shareholders.

In addition, portfolio holdings information may be provided to the Fund’s service providers on an as-needed basis in connection with the services provided to the Fund by such service providers.  Information may be provided to these parties without a time lag.  Service providers that may be provided with information concerning the Fund’s portfolio holdings include the Advisor and its affiliates, legal counsel, independent registered public accounting firm, custodian, fund accounting agent, administrator, financial printers, proxy voting service providers and broker-dealers who are involves in executing portfolio transactions on behalf of the Fund.  Portfolio holdings information may also be provided to the Board of Directors.

The entities to whom the Fund provides portfolio holdings information, either by explicit arrangement or by virtue of their respective duties to the Fund, are required to maintain the confidentiality of the information provided.  Neither the Fund nor the Advisor or its affiliates receives any compensation or other consideration in connection with these ongoing arrangements.  There can be no guarantee that the Policy will be effective in preventing the potential misuse of confidential information regarding the Fund’s portfolio holdings by individuals or entities in possession of such information.

GENERAL INFORMATION
Shareholder Reports

Investors in the Fund will be informed of the Fund’s progress through periodic reports. Financial statements certified by an independent registered public accounting firm will be submitted to shareholders at least annually.

Service Providers

U.S. Bank N.A., located at 1555 N. Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212, serves as custodian of the securities and other assets of the Fund.  U.S. Bancorp Fund Services, LLC (“USBFS”), located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the Fund’s transfer and shareholder service agent and administrator.  The Fund’s custodian, administrator and transfer agent are affiliated companies.  The Fund’s custodian and transfer agent do not participate in decisions relating to the purchase and sale of securities by the Fund.

USBFS acts as transfer agent to the Fund.  The services provided by the transfer agent either by USBFS or another party pursuant to an agreement with USBFS, include processing purchase and redemption transactions, establishing and maintaining shareholder accounts and records, disbursing dividends declared by the Fund, day‑to‑day administration of matters related to the corporate existence of the Fund (other than rendering investment advice), maintenance of its records and preparation, mailing and filing of reports, assistance in monitoring the total number of shares sold in each state for “blue sky” purposes and assistance in the preparation of the Fund’s registration statement under federal and state securities laws.
 

Pursuant to a Fund Administration Servicing Agreement and a Fund Accounting Servicing Agreement, each between USBFS and the Advisor, USBFS also performs certain administrative, accounting and tax reporting functions for the Fund, including the preparation and filing of federal and state tax returns, preparing and filing securities registration compliance filings with various states, compiling data for and preparing notices to the SEC, preparing financial statements for the annual and semi-annual reports to the SEC and current investors, monitoring the Fund’s expense accruals and performing securities valuations and, from time to time, monitoring the Fund’s compliance with their investment objectives and restrictions.  Pursuant to the Fund’s Administration Servicing Agreement, for the periods shown below the Fund paid USBFS the following:

Matrix Advisors Value Fund, Inc.
Fee Paid
Fiscal Year Ended June 30, 2017
$73,264
Fiscal Year Ended June 30, 2016
$81,052
Fiscal Year Ended June 30, 2015
$94,161

Tait, Weller & Baker LLP, located at 1818 Market Street, Suite 2400, Philadelphia, Pennsylvania 19103, serves as the Fund’s independent registered public accounting firm.

Godfrey & Kahn, S.C., located at 833 E. Michigan, Suite 1800, Milwaukee, Wisconsin 53202,   serves as counsel to the Fund and the Independent Directors.

Capital Stock

The Fund’s shares are denominated “Common Stock, $.01 par value.”  Shares have no pre-emptive rights and are fully paid and non-assessable.  Shares have non-cumulative voting rights, which means the holders of more than 50% of the shares voting for the election of directors can elect all of the directors if they choose to do so, in which event the holders of the remaining less than 50% of the shares voting for the election of directors will not be able to elect any directors.

Shareholders are entitled to one vote for each share held and fractional votes for fractional shares held and will vote on any matter submitted to a shareholder vote.  The Fund does not intend to hold meetings of shareholders in any year in which the 1940 Act does not require shareholders to act upon any of the following matters: (i) election of directors; (ii) approval of an investment advisory agreement; (iii) approval of a distribution agreement; or (iv) ratification of selection of an independent registered public accounting firm.
 

Code of Ethics

The Board of Directors of each of the Fund, the Advisor and the Distributor have adopted Codes of Ethics under Rule 17j-1 of the 1940 Act.  These Codes permit, subject to certain conditions, personnel of the Advisor to invest in securities that may be purchased or held by the Fund. These Codes of Ethics include reporting and other obligations to monitor personal transactions and ensure that such transactions are consistent with the best interests of the Fund.

Anti-Money Laundering Program

The Fund has established an Anti-Money Laundering Compliance Program (the “Program”) as required by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”).  To ensure compliance with this law, the Program provides for the development of internal practices, procedures and controls, designation of anti-money laundering compliance officers, an ongoing training program and an independent audit function to determine the effectiveness of the Program.  Mr. Conall J. Duffin
serves as the AML Compliance Officer of the Fund.

Procedures to implement the Program include, but are not limited to, determining that the Distributor and the Fund’s transfer agent have established proper anti-money laundering procedures, reporting suspicious and/or fraudulent activity and a complete and thorough review of all new opening account applications.  The Fund will not transact business with any person or entity whose identity cannot be adequately verified under the provisions of the USA PATRIOT Act.

As a result of the Program, the Fund may be required to “freeze” the account of a shareholder if the shareholder appears to be involved in suspicious activity or if certain account information matches information on government lists of known terrorists or other suspicious persons, or the Fund may be required to transfer the account or proceeds of the account to a governmental agency.

Proxy Voting Policies

The Board of Directors has delegated responsibility to vote proxies to the Advisor, subject to the Board’s oversight.  A summary of the Advisor’s proxy voting procedures, attached as Appendix A to this SAI, are reviewed periodically, and accordingly are subject to change.  In addition, a copy of the Fund’s proxy voting procedures are also available by calling 1-800-366-6223 and will be sent within three business days of receipt of a request.

The Advisor has retained an independent, third party proxy voting service, ISS Governance Services (“ISS”), to provide advice and counsel with respect to proxy voting matters.  The Advisor will generally follow the proxy voting guidelines maintained by ISS in the voting of proxies for client accounts, unless the client provides the Advisor with its own proxy voting guidelines.  ISS’ general positions on various proposals are as follows:

Director Matters – ISS votes on director nominees on a case-by-case basis, examining factors including independence of the board and its committees, attendance at board meetings, corporate governance provisions and takeover activity, and long-term company performance.  ISS votes against proposals to classify the board, for shareholder proposals that a majority or more of directors be independent unless the board composition already meets ISS’ threshold for independence, and for shareholder proposals asking that audit, compensation and/or nominating committees be composed exclusively of independent directors.
 

Shareholder Rights – ISS votes against proposals to restrict or prohibit shareholder ability to take action by written consent or to call special meetings, proposals to require supermajority shareholder votes and proposals to eliminate cumulative voting.  ISS votes for shareholder proposals that ask a company to submit its poison pill for shareholder ratification.

Compensation and Benefits Plans – ISS votes with respect to equity-based compensation plans on a case-by-case basis, using methodology based primarily on the transfer of shareholder wealth (the dollar cost of pay plans to shareholders instead of simply focusing on voting power dilution).  ISS also votes with respect to the following issues on a case-by-case basis: management proposals seeking approval to reprice options, management proposals for an advisory vote on executive compensation, votes on employee stock purchase plans, and all other shareholder proposals regarding executive and director pay.

Auditors – ISS generally votes for proposals to ratify auditors, unless an auditor is not independent, fees for non-audit services are excessive, or there is reason to believe that the auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position.

Information regarding the Fund’s proxy voting record relating to portfolio securities during the most recent 12‑month period ended June 30 is filed with the SEC on Form N-PX no later than August 31 of each year.  The Fund’s Form N-PX is available without charge, upon request, by calling toll-free at 1-800-366-6223 and by accessing the SEC’s website at www.sec.gov.

FINANCIAL STATEMENTS

The annual report to shareholders for the Fund for the fiscal year ended June 30, 2017 is a separate document and the financial statements, accompanying notes and report of independent registered public accounting firm appearing therein are incorporated by reference in this SAI.  The 2017 Annual Report was filed with the SEC on September 6, 2017.
 
 
APPENDIX A

Matrix Asset Advisors, Inc.
Proxy Voting Procedures


Matrix Asset Advisors’ standard investment management agreement implicitly authorizes Matrix Asset Advisors to vote proxies on behalf of the Client’s account.  Therefore, unless the Client expressly reserves proxy voting responsibility, it is Matrix Asset Advisors’ responsibility to vote proxies relating to securities held for the Client’s account.

ERISA Accounts :  Unless proxy voting responsibility has been expressly reserved and is being exercised by another “named fiduciary” for an ERISA plan client, Matrix Asset Advisors, as the investment adviser for the account, must vote all proxies relating to securities held for the plan’s account.  Matrix Asset Advisors shall make appropriate arrangements with each account custodian to have proxies forwarded, on a timely basis, to the Client or other appropriate person, and shall endeavor to correct any delays or other problems relating to timely delivery of proxies and proxy materials.

Fiduciary obligations of prudence and loyalty require an investment adviser with proxy voting responsibility to vote proxies on issues that affect the value of the Client’s investment.  Proxy voting decisions must be made solely in the best interests of the Client.  In voting proxies, Matrix Asset Advisors is required to consider those factors that may affect the value of the Client’s investment and may not subordinate the interests of the Client to unrelated objectives.

Matrix Asset Advisors has retained an independent, third party proxy voting service, Institutional Shareholder Services Governance Services (“ISS”), to provide advice and counsel on proxy voting.  Matrix generally follows the proxy voting guidelines maintained by ISS in the voting of proxies for client accounts, unless the client provides Matrix with its own proxy voting guidelines.  A copy of the guidelines Matrix follows will be sent to clients annually.

For Matrix holdings (companies owned in client portfolios per Matrix’s investment discretion), ISS monitors corporate actions and provides information and analyses with regard to proxy voting issues.  Matrix has further retained ISS to vote proxies on its behalf, and Matrix will monitor the application of the guidelines by ISS, and will vote issues contrary to, or issues not covered by, the guidelines only when Matrix believes it is in the best interest of the Client.  ISS maintains the proxy voting records.  Where the Client has provided proxy voting guidelines to Matrix, those guidelines will be followed, unless it is determined that a different vote would add more value to the Client’s holding of the security in question.  A written explanation of the rationale for the deviation from the Client’s proxy voting guidelines will be maintained.  Direction from a Client on a particular proxy vote will take precedence over the guidelines.

ISS, on Matrix’s behalf, may also vote proxies for companies held in restricted accounts.

Should a material conflict arise between Matrix Asset Advisors’ interest and that of its clients ( i.e., Matrix owns shares in a Client, Matrix manages a pension plan for a company whose management is soliciting proxies, or a Firm employee has a relative involved in Management at an investee company), the proxies will be voted in accordance with the recommendation of the independent third party proxy voting service.  A written record will be maintained describing the conflict of interest, the resolution of the conflict, and an explanation of how the vote taken was in the client’s best interest.
 

Matrix Asset Advisors may refrain from voting the proxy if the cost of voting the proxy exceeds the expected benefit to the client, for example in the case of voting a foreign security when the proxy must be translated into English or the vote must be cast in person.  Additionally, Matrix Asset Advisors may refrain from voting a proxy when the shares owned are small and the impact of the vote would be immaterial.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (1) without charge upon request by calling
toll-free at 1-800-366-6223 and (2) on the SEC’s website at www.sec.gov.


Recordkeeping.   In accordance with the recordkeeping rules, Matrix Asset Advisors will retain:

(i)
Copies of its proxy voting policies and procedures.
(ii)
A copy of each proxy statement received regarding client securities (maintained by the proxy voting service and/or Matrix Asset Advisors).
(iii)
A record of each vote cast on behalf of a client (maintained by the proxy voting service and/or Matrix Asset Advisors).
(iv)
A copy of any document created that was material to the voting decision or that memorializes the basis for that decision.
(v)
A copy of each written request for proxy voting information and a copy of any written response by Matrix Asset Advisors to any request for proxy voting information.

Matrix Asset Advisors will maintain these materials in an easily accessible place for not less than five years from the end of the fiscal year during which the last entry took place, the first two years in Matrix Asset Advisors’ principal office.
 
 
MATRIX ADVISORS VALUE FUND, INC.

PART C

OTHER INFORMATION
Item 28.  Exhibits

(a)
 
Articles of Incorporation
     
 
(1)
Articles of Incorporation are herein incorporated by reference to the Registrant’s Post‑Effective Amendment No. 18 to the Registration Statement on Form N-1A, filed with the Securities and Exchange Commission (“SEC”) on October 29, 1998.
     
 
(2)
Articles of Amendment are herein incorporated by reference to the Registrant’s Post‑Effective Amendment No. 16 to the Registration Statement on Form N-1A, filed with the SEC on June 6, 1997.
     
(b)
 
Amended and Restated By-laws are herein incorporated by reference to the Registrant’s Post‑Effective Amendment No. 25 to the Registration Statement on Form N-1A, filed with the SEC on October 28, 2004.
     
(c)
 
Specimen Share Certificate is herein incorporated by reference to the Registrant’s Post‑Effective Amendment No. 18 to the Registration Statement on Form N-1A, filed with the SEC on October 29, 1998.
     
(d)
 
Investment Advisory Agreement is herein incorporated by reference to the Registrant’s Post‑Effective Amendment No. 16 to the Registration Statement on Form N-1A, filed with the SEC on June 6, 1997.
     
 
(1)
First Amendment dated September 1, 2010 to Investment Advisory Agreement is herein incorporated by reference to the Registrant’s Post-Effective Amendment No. 34 to the Registration Statement on Form N-1A, filed with the SEC on October 29, 2010.
     
(e)
 
Underwriting Contracts
     
 
(1)
Form of Distribution Agreement   is herein incorporated by reference to the Registrant’s Post‑Effective Amendment No. 23 to the Registration Statement on Form N-1A, filed with the SEC on October 28, 2002.
     
   
(A)
First Amendment dated March 10, 2009 to the Distribution Agreement is herein incorporated by reference to the Registrant’s Post-Effective Amendment No. 32 to the Registration Statement on Form N-1A, filed with the SEC on October 30, 2009.
     
 (f)
 
Bonus or Profit Sharing Contracts – Not applicable.
     
(g)
 
Custody Agreement is herein incorporated by reference to the Registrant’s Post-Effective Amendment No. 39 to the Registration Statement on Form N-1A, filed with the SEC on October 31, 2013.
     
(h)
 
Other Material Contracts
     
 
(1)
Powers of Attorney are herein incorporated by reference to the Registrant’s Post-Effective Amendment No. 39 to the Registration Statement on Form N-1A, filed with the SEC on October 31, 2013.
     
 
(2)
Power of Attorney of David S. Wyler is herein incorporated by reference to the Registrant’s Post-Effective Amendment No. 45 to the Registration Statement on Form N-1A, filed with the SEC on October 28, 2016.
C-1

 
 
(3)
Operating Expenses Limitation Agreement dated September 1, 2010 is herein incorporated by reference to the Registrant’s Post-Effective Amendment No. 34 to the Registration Statement on Form N-1A, filed with the SEC on October 29, 2010.
     
 
(4)
Fund Accounting Servicing Agreement is herein incorporated by reference to the Registrant’s Post-Effective Amendment No. 39 to the Registration Statement on Form N-1A, filed with the SEC on October 31, 2013.
       
 
(5)
Form of Line of Credit Agreement is herein incorporated by reference to the Registrant’s Post‑Effective Amendment No. 28 to the Registration Statement on Form N-1A, filed with the SEC on October 28, 2005.
     
 
(6)
Fund Administration Servicing Agreement is herein incorporated by reference to the Registrant’s Post-Effective Amendment No. 39 to the Registration Statement on Form N-1A, filed with the SEC on October 31, 2013.
     
   
(A)
First Amendment to Fund Administration Servicing Agreement is herein incorporated by reference to the Registrant’s Post-Effective Amendment No. 43 to the Registration Statement on Form N-1A, filed with the SEC on October 28, 2015.
       
 
(7)
Transfer Agent Servicing Agreement is herein incorporated by reference to the Registrant’s Post-Effective Amendment No. 32 to the Registration Statement on Form N-1A, filed with the SEC on October 30, 2009.
       
   
(A)
Addendum dated June 2, 2009 to the Transfer Agent Servicing Agreement is herein incorporated by reference to the Registrant’s Post-Effective Amendment No. 32 to the Registration Statement on Form N-1A, filed with the SEC on October 30, 2009.
       
   
(B)
First Amendment dated September 1, 2010 to the Transfer Agent Servicing Agreement is herein incorporated by reference to the Registrant’s Post-Effective Amendment No. 35 to the Registration Statement on Form N-1A, filed with the SEC on October 27, 2011.
       
   
(C)
Second Amendment to the Transfer Agent Servicing Agreement is herein incorporated by reference to the Registrant’s Post-Effective Amendment No. 43 to the Registration Statement on Form N-1A, filed with the SEC on October 28, 2015
       
 (i)
 
Legal Opinion
     
 
(1)
Opinion and Consent of Counsel is herein incorporated by reference to the Registrant’s Post‑Effective Amendment No. 18 to the Registration Statement on Form N-1A, filed with the SEC on October 29, 1998.
     
(j)
 
Consent of Independent Registered Public Accounting Firm – filed herewith.
     
(k)
 
Omitted Financial Statements – None.
     
(l)
 
Agreement Relating to Initial Capital – no undertaking in effect.
     
(m)
 
Rule 12b-1 Plan – Not applicable.
     
(n)
 
Rule 18f-3 Plan – Not applicable.
     
(o)
 
Reserved.
     
(p)
 
Codes of Ethics
C-2

 
     
 
(1)
Joint Code of Ethics for Matrix Advisors Value Fund, Inc., Matrix Advisors Funds Trust and Matrix Asset Advisors, Inc. – filed herewith.
     
 
(2)
Code of Ethics for Quasar Distributors, LLC. is herein incorporated by reference to the Registrant’s Post-Effective Amendment No. 41 to the Registration Statement on Form N-1A, filed with the SEC on October 27, 2014.

Item 29.  Persons Controlled by or Under Common Control with the Fund

No person is directly or indirectly controlled by or under common control with the Registrant.

Item 30.  Indemnification

Reference is made to Article XII of the Registrant’s By-laws (exhibit (b) to this Registration Statement) and Section 10 of the Investment Advisory Agreement (Exhibit (d) to this Registration Statement).  The Fund maintains a policy of insurance in favor of the Fund, its directors, officer and employees, against liability arising from certain acts, errors and omissions.  The policy will not insure any director, officer, or employee against liability found to be cause by the directors, officers or employees willful misfeasance, bad faith, gross negligence or reckless disregard of duty.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person in connection with the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer, or controlling person in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The Registrant hereby undertakes that it will apply the indemnification provisions of its By-laws in a manner consistent with Release No. 11330 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as long as the interpretation of Section 17(h) and (i) of the Investment Company Act expressed in that Release remains in effect.

Item 31.  Business and Other Connections of the Investment Advisor

With respect to Matrix Asset Advisors, Inc (the “Advisor”), located at 10 Bank Street, Suite 590, White Plains, NY 10606, the response to this Item incorporates by reference the Adviser’s Uniform Application for Investment Adviser Registration (“Form ADV”) on file with the SEC, File No. 801-36872.  The Form ADV may be obtained, free of charge, at the SEC’s website at www.adviserinfo.sec.gov.

Additional information as to any other business, profession, vocation or employment of a substantial nature engaged in by each such officer and director is included in Matrix Advisors Value Fund, Inc. Statement of Additional Information.

Item 32.  Principal Underwriter

(a)
Quasar Distributors, LLC, the Registrant’s principal underwriter, in addition to the Matrix Advisors Value Fund, Inc., acts as principal underwriter for the following investment companies:

C-3

Academy Funds Trust
LoCorr Investment Trust
Advisors Series Trust
Lord Asset Management Trust
Aegis Funds
MainGate Trust
Allied Asset Advisors Funds
Managed Portfolio Series
Alpha Architect ETF Trust
Manager Directed Portfolios
Alpine Equity Trust
Matrix Advisors Fund Trust
Alpine Income Trust
Matrix Advisors Value Fund, Inc.
Alpine Series Trust
Merger Fund
Amplify ETF Trust
Monetta Trust
Angel Oak Funds Trust
Nicholas Equity Income Fund, Inc.
Barrett Opportunity Fund, Inc.
Nicholas Family of Funds, Inc.
Bridge Builder Trust
Oaktree Funds
Bridges Investment Fund, Inc.
Permanent Portfolio Family of Funds
Brookfield Investment Funds
Perritt Funds, Inc.
Brown Advisory Funds
PRIMECAP Odyssey Funds
Buffalo Funds
Professionally Managed Portfolios
CG Funds Trust
Prospector Funds, Inc.
DoubleLine Funds Trust
Provident Mutual Funds, Inc.
ETF Series Solutions
Rainier Investment Management Mutual Funds
Evermore Funds Trust
RBB Fund, Inc.
First American Funds, Inc.
RBC Funds Trust
FundX Investment Trust
Series Portfolio Trust
Glenmede Fund, Inc.
Sims Total Return Fund, Inc.
Glenmede Portfolios
Stone Ridge Trust
GoodHaven Funds Trust
Stone Ridge Trust II
Greenspring Fund, Inc.
Stone Ridge Trust III
Guinness Atkinson Funds
Stone Ridge Trust V
Harding Loevner Funds, Inc.
Thompson IM Funds, Inc.
Hennessy Funds Trust
TrimTabs ETF Trust
Horizon Funds
Trust for Professional Managers
Hotchkis & Wiley Funds
Trust for Advised Portfolios
Intrepid Capital Management Funds Trust
USA Mutuals
IronBridge Funds, Inc.
Wall Street EWM Funds Trust
Jacob Funds, Inc.
Westchester Capital Funds
Jensen Portfolio, Inc.
Wisconsin Capital Funds, Inc.
Kirr Marbach Partners Funds, Inc.
YCG Funds
LKCM Funds
 

C-4

(b)
To the best of the Registrant’s knowledge, the directors and executive officers of Quasar Distributors, LLC are as follows:
Name and Principal
Business Address
Position and Offices with
Quasar Distributors, LLC
Positions and Offices
with Registrant
James R. Schoenike (1)
President, Board Member
None
Andrew M. Strnad (2)
Vice President, Secretary
None
Joseph C. Neuberger (1)
Board Member
None
Michael Peck (1)
Board Member
None
Susan LaFond (1)
Vice President, Treasurer
None
Peter A. Hovel (1)
Chief Financial Officer
None
Teresa Cowan (1)
Senior Vice President, Assistant Secretary
None
Brett Scribner (3)
Assistant Treasurer
None
Thomas A. Wolden (3)
Assistant Treasurer
None
(1)   This individual is located at 777 East Wisconsin Avenue, Milwaukee, Wisconsin, 53202.
(2)   This individual is located at 10 West Market Street, Suite 1150, Indianapolis, Indiana, 46204.
(3)   This individual is located at 800 Nicollet Mall, Minneapolis, Minnesota, 55402.

(c)
Not applicable.

Item 33.  Location of Accounts and Records

All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules thereunder are maintained at the following locations:

Records Relating to:
Are located at:
Registrant’s Fund Accountant and Transfer Agent
U.S. Bancorp Fund Services, LLC
615 East Michigan St.
Milwaukee, WI  53202
Registrant’s Fund Administrator
U.S. Bancorp Fund Services, LLC
2020 E Financial Way Suite 100
Glendora, CA 91741
Registrant’s Investment Advisor
Matrix Asset Advisors, Inc.
10 Bank Street, Suite 590
White Plains, NY 10606
Registrant’s Custodian
U.S. Bank N.A.
1555 N. Rivercenter Drive, Suite 302
Milwaukee, WI 53212
Registrant’s Distributor
Quasar Distributors, LLC
777 East Wisconsin Avenue, 6 th Floor
Milwaukee, WI  53202

Item 34.  Management Services

All management-related service contracts entered into by the Registrant are set forth in Parts A and B of the Registration Statement.

Item 35.  Undertakings

Not applicable.
 
C-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 47 to the Registration Statement on Form N-1A to be signed below on its behalf by the undersigned, duly authorized, in the City of White Plains and the State of New York on the 30th day of October, 2017.

 
MATRIX ADVISORS VALUE FUND, INC.
 
     
 
By: /s/ David A. Katz
 
 
David A. Katz
 
 
President
 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 47 to the Registration Statement has been signed below on October 30, 2017 by the following persons in the capacities indicated.

Signature
 
Title
     
/s/ David A. Katz
 
Director, President and Treasurer
David A. Katz
   
     
/s/ T. Michael Tucker*
 
Director
T. Michael Tucker
   
     
/s/ Larry D. Kieszek*
 
Director
Larry D. Kieszek
   
     
/s/ David S. Wyler*
   
David S. Wyler
 
Director
     
*Signed by
   
/s/ David A. Katz
   
David A. Katz
   
Attorney in Fact pursuant to Powers of Attorney duly executed by Messrs. Tucker and Kieszek and filed with the Registrant’s Post-Effective Amendment No. 39 to the Registrant’s Statement on Form N-1A with the SEC on October 31, 2013 and executed by Mr. Wyler and filed with the Registrant’s Post-Effective Amendment No. 45 on Form N-1A with the SEC on October 28, 2016.
 
 

C-6

INDEX TO EXHIBITS

Exhibit
Number
 
 
Description
(j)
 
Consent of Independent Registered Public Accounting Firm
(p)(1)
 
Joint Code of Ethics for Matrix Advisors Value Fund, Inc., Matrix Advisors Funds Trust and Matrix Asset Advisors Inc.
 
 
C-7
 

 

 


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




We consent to the references to our firm in the Post-Effective Amendment # 47/48 to the Registration Statement on Form N-1A of Matrix Advisors Value Fund, Inc. and to the use of our report dated August 23, 2017 on the financial statements and financial highlights of Matrix Advisors Value Fund, Inc.   Such financial statements and financial highlights appear in the 2017 Annual Report to Shareholders, which is incorporated by reference into the Statement of Additional Information.




 
/s/ TAIT, WELLER & BAKER LLP
 
TAIT, WELLER & BAKER LLP
 

Philadelphia, Pennsylvania
October 30, 2017
 
 


 
MATRIX ADVISORS VALUE FUND, INC.
MATRIX ADVISORS FUNDS TRUST
 

Wrapper to Adviser Code of Ethics

Matrix Advisors Value Fund, Inc. and Matrix Advisors Funds Trust, on behalf of each of their series (each a “Fund” and collectively, the “Funds”), hereby adopt as their own the annexed Code of Ethics (the “Code”) of their investment adviser, Matrix Asset Advisors, Inc. (the “Adviser”), with the following changes:

1.   Definitions .

(a)     “Access Person” means any Advisory Person of a Fund.  All of a Fund’s directors, officers and general partners are presumed to be Access Persons of the Fund.

(b)     “Advisory Person” means (i) any director, officer, general partner or employee of the Fund or of any company in a control relationship to the Fund, who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by the Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) any natural person in a control relationship to the Fund who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.

(c)     “Access Persons” with respect to a Fund under the Code shall not include any individual who is required to file reports under the attached Code for the Adviser.

(d)     Any director of a Fund who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940 (“disinterested director”) shall not be deemed to be an “Access Person” as that term is used in the Code, except for purposes of Sections III.4, IV.3, IV.4 and Section IV.5 of the Code.

(e)     “Covered Securities” means a security as defined in section 2(a)(9) of the Investment Company Act of 1940, except that it does not include (i) direct obligations of the Government of the United States; Banker’s acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements; shares issued by open-end funds and Exchange Traded Funds (ETFs).
 

(f)     The term “Covered Securities” in connection with the reporting requirements of the disinterested directors set forth below shall not include mutual funds advised and sub-advised by the Adviser, as defined in Section III.4 of the Code.

(g)     The “Chief Compliance Officer” for purposes of the Funds’ Code shall be Mr. Conall Duffin.

2.             Pre-Clearance Requirements for Disinterested Directors

(a)     A disinterested director of the Fund must pre-clear a transaction in a Covered Security.  The pre-clearance request may be in the form of a verbal or email request to David A. Katz or the Chief Compliance Officer. A transaction in a Covered Security may be approved as long as the Fund is not trading the subject security on the requested trade date. A disinterested director of a Fund is subject to a one-day blackout period for securities being traded by the Fund. This one-day blackout period does not apply to securities being traded by other Matrix client accounts.


3.             Reporting Requirements for Disinterested Directors .

(a)     A disinterested director of a Fund must report a transaction in a Covered Security in a quarterly transaction report.  The form of quarterly transaction report is set forth on Exhibit A . A disinterested director need not report any transactions effected for Covered Securities held in any account over which the person has no direct or indirect influence or control.  Disinterested directors are not subject to the requirements relating to Initial or Annual Holdings Reports or any of the other requirements set forth in Section III.7 of the Code, except for the quarterly transaction reports described above. Disinterested directors should complete and return a quarterly transaction report even when there are no transactions to report.

(b)     The Chief Compliance Officer or her designee will identify all “Access Persons” who are under a duty to make reports under the Funds’ Code and will inform these persons of such duty.

4.             Administration of the Code of Ethics.
 
(a)     General Rule

  The Funds must use reasonable diligence and institute procedures reasonably necessary to prevent violations of the Code.

(b)     Written Report to Board of Directors
 
  No less frequently than annually, the Funds must furnish to their board of directors, and the board of directors must consider, a written report that:

(1)
Describes any issues arising under the Code or procedures since the last report to the board of directors, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and
 
(2)
Certifies that each Fund has adopted procedures reasonably necessary to prevent access persons from violating the Code.

(c)     Sanctions . A sanction, if any, to be imposed on a disinterested director may be imposed not by the Adviser but rather by a majority of the other, uninvolved directors of the Fund.

Amended: March 13, 2017


 
EXHIBIT A

 

 
MATRIX ADVISORS VALUE FUND, INC.
MATRIX ADVISORS FUNDS TRUST
QUARTERLY REPORT OF SECURITIES TRANSACTIONS

FOR THE QUARTER ENDED                                                    
 
I have securities transactions to report for the quarter and they are listed as follows (to report additional transactions, please attach additional pages, as needed). This report will not be construed as an admission that I have any direct or indirect beneficial ownership in the Convened Securities to which this report relates.
 

 
 
 
 
 
DATE
 
 
 
 
SHARES/
AMOUNT
 
 
 
 
 
 
SECURITY*
 
INTEREST
RATE/
MATURITY
DATE
(if applicable)
 
 
 
 
 
 
PRICE
 
 
 
 
 
 
BUY
 
 
 
 
 
 
SELL
 
 
 
NAME OF
BROKER OR
BANK USED
 
               
               
               
               
*Please list the full name of the security as well as the ticker symbol or CUSIP number.

NOTES
 
 
 
 
Directions:

1.
Include all transactions during the calendar quarter set forth above in “Covered Securities” in which you (or a member of your “Family/Household”) has “Beneficial Ownership,” as such terms are defined in the Code.
 
2.
Report all transactions for all accounts except with respect to accounts over which you have no direct or indirect influence or control. You are also not required to report transactions effected pursuant to an “Automatic Investment Plan” as defined in the Code.

3.
A report on this form is required within 30 calendar days after the end of each quarter.
 

 
 
 
Name (Please Print)   Signature
 
Date Submitted:                                                                                                            

 

747 Third Avenue
Tel. (212) 486-2004
New York, NY 10017
Fax (212) 486-1822

 
Matrix Asset Advisors, Inc.

 



 
CODE OF ETHICS
 
POLICY ON PERSONAL SECURITIES TRANSACTIONS AND
INSIDER TRADING
 

  Be Ethical
 
•      Act Professionally
 
  Improve Competency
 
  Exercise Independent Judgment

 

 

Amended March 13, 2017


 
Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
2

 
T ABLE OF C ONTENTS
 
I
INTRODUCTION
3
 
 
 
I.1 CODE OF ETHICS
3
I.2 "ACCESS PERSONS"
4
I.3 "BENEFICIAL OWNERSHIP"
5
 
 
 
II
PENALITIES
6
 
 
 
II.1 VIOLATIONS OF THE CODE
6
II.2 PENALITIES
7
II.3 DISMISSAL AND/OR REFERRAL TO AUTHORITIES
8
 
 
 
III
EMPLOYEE TRADE PROCEDURES
9
 
 
 
III.1 PRE-CLEARANCE
9
III.2 TRAFDE REPORTS
10
III.3 POST-REVEIW
11
III.4 PRE-CLEARANCE AND REPORTING REQUIREMENTS
12
III.5 CONFIDENTIALITY  12
III.6 ACKNOWLEDGEMENT OF BROKERAGE ACCOUNTS   12 
III.7 INITIAL AND ANNUAL HOLDINGS REPORTS   13
     
IV  RESTRICITONS  14 
     
IV.1 RESTRICTED SECURITIES   14 
IV.2 SHORT-TERM TRADINGS PROFITS (60-DAY TRADING RULE)   15
IV.3 BLACKOUT PERIODS  15
IV.4 INSIDER TRADING  15 
IV.5 MARKET TIMING   15 
IV.6 INDEPENDENT RESEARCH   16
IV.7 GIFTS AND HOSPITALITY  17
IV.8 POLITICAL ACTIVITIES  17
IV.9 DIRECTORSHIPS AND OTHER OUTSIDE EMPLOYMENT  19
IV.10 PURCHASE AND SALES OF MUTUAL FUNDS ADVISED AND SUB-ADVISED BY MAA  19
     
V REGULATORY REQUIREMENTS  20
     
V.1 INVESTMENT ADVISERS ACT OF 1940 AND INVESTMENT COMPANY ACT OF 1940   20
V.2 REGULATORY CENSURES  20
V.3 RECORDKEEPING  20
     
VI  ACKNOWLEDGMENT AND CERTIFICATION  22 
   
APPENDIX A-FOR ADVISORY PERSONS   23 

 

 
June 2011

Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
3
 
 
I   I NTRODUCTION

 
I.1 Code of Ethics
Matrix Asset Advisors, Inc. (MAA), as a registered investment adviser and adviser to the Matrix Advisors Value Fund, Inc. and each series of Matrix Advisors Funds Trust (each a “Fund” and collectively, the “Funds”), has an obligation to maintain a policy governing personal  securities  transactions  and  insider  trading  by  its officers and employees.  This Code of Ethics and Policy on Personal  Securities  Transactions  and  Insider  Trading (“Code”)  is  adopted  under  Rule  17j-1  of  the  Investment Company Act and Rule 204A-1 under the Investment Advisers Act.  This Code outlines the policies and procedures for such activities based on the recognition that a fiduciary relationship exists between MAA and its clients.  All references in this Code to employees, officers, directors, accounts, departments and clients refer to those of MAA.
 
In addition to this Code, please refer to the policies outlined in the Handbook for MAA Employees and the MAA policy of adhering to the CFA Institute Code of Ethics and Standards of Professional Conduct.

Acknowledgment of, and compliance with, this Code is a condition of employment.  The Code must be read, complied with and acknowledged by signature at hire, upon any change to the Code, and annually during the employee’s employment with MAA.
 
As an employee, you must –
 
•   Be ethical
 
•   Act professionally
 
•   Improve competency
 
•   Exercise independent judgment

To avoid conflicts of interest, MAA employees, officers, and directors are  required to disclose to the Chief Compliance Officer all pertinent information related to brokerage accounts, outside business activities, and other Code related information.


Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
4

 
I.2 “Access Persons”                      Access Persons
 

For the purposes of this Code, MAA defines an “access person” as any director or officer, or any employee who in connection with his or her regular functions or duties –
 
has access to nonpublic information regarding clients' purchase or sale of securities,
 
is involved in making securities recommendations to clients,
 
has  access  to  such  recommendations  that  are nonpublic, or
 
has access to nonpublic information regarding the portfolio holdings of affiliated mutual funds.
 

Because any employee may at some time access or obtain investment information, MAA designates all employees (including independent contractors, if deemed appropriate) as “Access Persons,” and subject as a result to the policies and procedures of the Code. The list of access persons will be kept current on an ongoing basis.



Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
5
 
 
I.3 “Beneficial
      Ownership”
 
Personal securities transaction reports must include all accounts in which you have a beneficial interest and over which you exert direct or indirect control, including –
 
accounts of   immediate   family  members   in   the same household; and
 
any other account, including but not limited to those of relatives and friends, over which you exercise investment discretion.
 
    Direct and indirect control and beneficial interest may be further construed to include accounts for which an Access Person is
    sole owner, joint owner, trustee, co-trustee, or attorney-in-fact.

Further, subject to the specific provisions of Rule 16a-1(a)(2), beneficial ownership generally means having or sharing, directly or indirectly, through any contract arrangement, understanding, relationship, or otherwise, a direct or indirect “pecuniary interest” in the securities. (i) “Pecuniary interest”means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the securities. (ii) “Indirect pecuniary interest” includes: (a) generally, securities held by members of the person’s “immediate family” sharing the same household (which ownership interest may be rebutted); (b) a general partner’s proportionate interest in portfolio securities held by a general or limited partnership; (c) a person’s right to dividends that is separated or separable from the underlying securities (otherwise, a right to dividends alone will not constitute a pecuniary interest in securities); (d) a person’s interest in securities held by a trust; (e) a person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; and (f) a performance-related fee, other than an asset based fee, received by any broker, dealer, bank, insurance company, investment company, investment manager, trustee, or person or entity performing a similar function, with certain exceptions.


 

Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
6


 
II   P ENALTIES

 
 
II.1 Violations of the Code
 

The firm’s Chief Compliance Officer will report violations of the Code monthly to the President.  Each Access Person must immediately report to the Chief Compliance Officer any known or reasonably suspected violations of this Code of which he or she becomes aware.

The Chief Compliance Officer will undertake an annual review with respect to the Code to verify that the Code is being followed. The results of this review will be set forth in an annual report by the Chief Compliance Officer to the Board, not withstanding any information deemed material in nature, which the Chief Compliance Officer will report at the next scheduled Board meeting. The report shall specify any related concerns and recommendations and be accompanied by the appropriate exhibits.



 

Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
7

 
 
II.2 Penalties                                                Penalties for violation of this Code may be imposed on Access Persons as follows:

•   Minor Offenses –
¾   First minor offense – Verbal warning;
¾   Second minor offense – Written notice;
¾
Third minor offense – $1,000.00 fine to be donated to the Access Person’s charity of choice*.
 
Minor offenses include the following: failure  or late submissions of monthly trade reports and signed acknowledgments of Code of Ethics forms and certifications, failure to request timely trade pre-clearance, and conflicting pre- clearance request dates versus actual trade dates.

•    Substantive Offenses –
¾
First substantive offense – Written notice;
¾
Second   substantive   offense   –   $1,000   or disgorgement of profits (whichever is greater) to be donated to the Access Person’s charity of choice*;
¾
Third  substantive  offense  –  $5000  fine  or disgorgement of profits (whichever is greater) to be donated to the Access Person’s charity of
choice* or termination of employment and/or
referral to authorities.

Substantive offenses include the following: unauthorized purchase/sale of restricted securities outlined in the Code, violations of blackouts and short-term trading for profit (60-day rule).

The number of offenses is determined by the cumulative count over a 12 month period.

•       Serious Offenses –
A Portfolio Manager trading with insider information and/or “front running” a client or fund that he/she manages
is  considered  a  “serious  offense”.     MAA  will  take
appropriate steps that may include termination of employment and referral to governmental authorities for prosecution.

MAA may deviate from the penalties listed in the Code where senior management determines that a more or less severe penalty is appropriate based on the specific circumstances of that case. Any deviations from the penalties listed in the Code, and the reasons for such deviations, will be documented and maintained in the Code of Ethics files.

* The fines will be made payable to the Access Person’s charity of choice (reasonably acceptable to MAA) and turned over to MAA, which in turn will mail the donation check on behalf of the Access Person.


 

Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
8

 
II.3 Dismissal and/or
       Referral to Authorities
 
Repeated violations of the Code may result in dismissal. In addition, a single flagrant violation, such as fraud or insider trading, may result in immediate dismissal and referral to authorities.


 

Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
9

 
III   E MPLOYEE T RADE P ROCEDURES

 
 
III.1 Pre-clearance   All Access Persons in the firm must pre-clear personal securities transactions as specified in Section III.4.
 
All pre-clearance requests (requests for prior approval) must be approved and signed by the Chief Investment Officer or a MAA Partner and submitted to the Chief Compliance Officer. It is the responsibility of the Access Person to ensure that the Chief Compliance Officer receives pre-clearance requests.
 
At a minimum , indicate the following information on your pre-clearance request –
(a) Proposed transaction date
(b) Transaction Type: BUY or SELL
(c) Security Name (include coupon rate and maturity date  for fixed income securities)  and  Ticker  or CUSIP
(d) Security Type:  Common Stock, Options, or Bonds
(e) Number of shares or approximate dollar amount.
 
Requests may be submitted from 9:00 am (Eastern) until an  hour  before   the    market  closes  for  the    day. Responses will be made as soon as feasible.
 
Pre-cleared trades are valid for same day trades only. No exceptions.
 
Pre-clearance  does  not  preclude  the  possibility  of  a potential conflict appearing after the execution of an employee trade.  Trades will be screened for blackout violations and other conflicts, but month end review of each personal trade will reveal a conflict occurring after the trade is executed.
 
It is the responsibility of each Access Person to ensure that the report has been received by the Chief Compliance Officer.
 
Certain personal securities transactions should be reported whether pre-cleared or not (See Section III.4 for details).

 



Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
10

 
III.2 Trade Reports

Monthly Trade Reports (in lieu of quarterly transaction reports  required under 17j-1(d)(ii) of the Investment Company  Act   and  Rule   204A-1  under  the   Investment Advisers Act including all required information) which list personal securities transactions for the month must be submitted by Access Persons no later than the 10 th day after   the end of each calendar month . If the 10 th day falls on a weekend or a holiday, the report is due the business day immediately preceding this deadline.
 
Monthly Trade Reports must be submitted using the Monthly Trade Report form to the Chief Compliance Officer. If there are no activities for the month, a report indicating such is still required to be submitted.
 
MAA requires duplicate copies of monthly brokerage account statements to be forwarded to the Chief Compliance Officer. If your broker is unable to directly send duplicate copies, please inform Compliance in writing. When opening or closing brokerage accounts, please notify the Chief Compliance Officer when submitting the monthly trade report.
 
The Chief Compliance Officer will conduct a review of all Monthly Trade Reports as required under 17j-1(d)(v)(3) and 204A-1.  The CIO reviews the Chief Compliance Officer’s Monthly Trade Reports.
 
A List of all Access Persons required to file Monthly Trade Reports with their respective accounts under the reporting requirements is maintained. All Access Persons are notified of the reporting requirements at the time of hire by way of the initial certification with the Code and annually thereafter as Compliance with the Code is re-certified. Certification is in the form of a written acknowledgement that the employee has read and agrees to comply with all aspects of the Code.
 
MAA maintains all copies of Monthly Trade Reports and pertinent documentation to comply with the recordkeeping requirements under 17j-1(f) and 204A-1.



 

Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
11

 
III.3 Post-review
MAA Compliance will match any broker statements received to pre-clearance requests.  Not only for proper preclearance, but also
 
to assess whether the access person is trading for his own account in the same securities he is trading for clients, and if so whether the clients are receiving terms as favorable as the access person takes for himself. Compliance will also periodically analyze the access person's trading for patterns that may indicate abuse, including market timing. Discrepancies will be documented and may be subject to censures, as outlined in the PENALTIES section of this Code.

Access Person transactions will also be screened for the following:
 
Same day trades : Transaction occurring on the same day as the purchase or sale of the same security in a managed account.
 
7-day Blackout period : Transaction up to and including seven calendar days before and after the purchase and/or sale of the same security in a managed account as described in
Sec IV.3 of the Code (other non-listed securities).
 
Short-term trading profits : Purchase/Sale, or vice versa, occurring within 60 days in the same security resulting in net profit.  Access Persons are responsible for ensuring that the
 
60-day rule is observed when sale requests are made for securities previously purchased, or vice versa.
 
Other potential conflicts : Certain transactions may also be deemed in conflict with the Code and will warrant additional review, depending on the facts and circumstances of the transaction.


 


Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
12

 
 
III.4 Pre-Clearance and
        Reporting Requirements
The table below indicates pre-clearance and reporting requirements. Requirements for all other security type transactions must be checked with Compliance
 
 
Security Type
 
Pre-Clearance
 
Monthly
Reporting
 
 
Equity transactions (1)
 
Yes
 
Yes
 
 
Fixed Inc. transactions
 
Yes
 
Yes
 
 
Mutual Funds advised & sub-advised by MAA Mutual Funds not Advised by MAA
 
No
 
No
 
 
Exchge traded index fd
 
Yes
 
Yes
 
 
US Tsy/Agencies
 
Yes
 
Yes
 
 
Short term/cash equiv.(3)
 
No
 
No
 
 
SPP/DRIPs- auto purch (2)
 
No
 
No
 
 
No Employee 401K- auto purchases (4)
 
No
 
Yes
 
 
All other securities……Consult Compliance Officer
 
 
 
   
(1)Including Listed options, IPOs, and limited offerings.
(2) Sales of stocks from SPP or DRIPs: Please notify MAA Compliance in writing of the sale and include transactions in your quarterly reports.
(3)Reporting excludes money market funds, bankers acceptances, bank certificates of deposit, commercial paper, high quality short term debt instruments including repurchase agreements as per 17j-1(a)(4)(ii) and 204A-1.
(4)Requires only reporting changes in investment options.

III.5 Confidentiality
All reports of personal securities transactions, holdings and any other information filed pursuant to this Code will be kept CONFIDENTIAL, provided, however that such information is also subject to review by appropriate MAA personnel (Compliance and/or Senior Management), consultants and legal counsel and may be provided to directors and officers of mutual funds advised or sub-advised by MAA and their legal counsel. Such information may also be provided to the Securities and Exchange Commission (“SEC”) or other government authority when properly requested or under court order.
 
 
  III.6 Acknowledgment of
Brokerage Accounts
All Access Persons are required to submit a list of all brokerage accounts as required by the Code at the time of hire.   In addition, Access Persons are responsible for ensuring that any new or closed accounts are communicated to Compliance monthly when submitting the monthly trade report
 
                                                                                                 

    .


Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
13
 

 
III.7 Initial and Annual
Holdings Report
All Access Persons are required to report all activity in brokerage accounts and a statement of holdings (subject to Code
requirements) within 10 days of employment and annually. A broker/custodial statement (no more than 45 days old) will suffice in lieu of a separate initial or annual holdings report. The Access Person is responsible for ensuring that Compliance receives duplicate copies of statements if those are sent directly by the brokers.
 
 
 
The Chief Compliance Officer will conduct a review  of all initial and annual holdings reports as required under 17j-1(d)(v)(3) and 204A-1.  The Chief Investment Officer will conduct a review of the Chief Compliance Officer’s annual holdings reports.
 
 
 
A List of all Access Persons required to file initial and annual holdings reports with their respective accounts under the reporting requirements is maintained. All Access Persons are notified of the reporting requirements at the time of hire by way of the initial certification with the Code and annually thereafter as Compliance with the Code is re-certified.
 
 
   MAA maintains all copies of initial and annual holdings reports and pertinent documentation to comply with the recordkeeping requirements under 17J-1(f) and 204A-1.


 

 
 

Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
14

 
IV   R ESTRICTIONS


The following are MAA’s restrictions on personal trading:

IV.1 Restricted Securities
S ECURITY T YPE
P URCHASE
S ALE
A.   All Exchange-listed Stocks and Options and NASDAQ National Market Traded
Equity Securities
 
P ERMITTED
Subject to one-day blackout during execution of client trades. Must pre-   clear.
 
P ERMITTED , subject to the following:
¾   One-day blackout during execution of client trades. Must pre-clear.
B.   Other Non-Exchange-listed Equity Securities
 
P ERMITTED
Subject to pre-clearance requirements.
P ERMITTED , subject to the following:
¾   Seven-day blackout during execution of client trades. Pre-clearance requirements.
C.   Fixed-Income Securities Excluding Money-Market Instruments
 
P ERMITTED
Subject to pre-clearance requirements
P ERMITTED , subject to the following:
¾   Pre-clearance requirements.
D.   Mutual Funds Advised and Sub- Advised by MAA
 
P ERMITTED
¾   Subject to pre-clearance requirements
P ERMITTED , subject to the following:
¾   Pre-clearance requirements.
E.   Automatic investment programs or direct stock purchase plans
 
P ERMITTED
¾   Subject to Code of Ethics reporting requirements
 
 
P ERMITTED
¾   Subject to Code of Ethics reporting requirements

 



Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
15


IV.2 Short-Term Trading Profits
(60-Day Trading Rule)
The purchase and sale, and the short-sale and purchase of the same security (or equivalent) within 60 calendar days and at a profit is PROHIBITED.
   
This restriction applies without regard to tax lot considerations;
 
Exercised   options   are   not   restricted, however, purchases and sales of options occurring within 60 days resulting in profits are PROHIBITED;
 
Exceptions    require    advance    written approval from the firm’s Chief Compliance Officer (or designee).
 
 
Profits from any sale before the 60-day period expires may require disgorgement. Please refer to “Penalties”, section II of this Code, for additional details.
 
 
IV.3 Blackout Periods
For Exchange-listed stocks and options, NASDAQ National Market traded securities and Fixed-income securities, a one-day firm-wide blackout will apply if the issue is being traded on behalf of a client at the time the pre-clear request is made.
   
  All other non-listed issues  are subject to a seven-day firm-wide blackout period.
   
  Blackout periods apply to both buy and sell transactions 

 

 



Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
16
 
 
 
IV.4 Insider Trading
MAA considers information material if there is a substantial likelihood that a reasonable shareholder would consider it important in deciding how to act. Information is considered non-public when it has not been disseminated in a manner making it available to investors generally.    Information becomes public  once it is publicly disseminated; limited disclosure does not make the information public (e.g., disclosure by an insider to a select group of persons).
 
 
 
MAA generally defines insider  trading as the buying or selling of a security, in breach of fiduciary duty or other relationship of trust and confidence, while in possession of material, non-public information. Insider trading is a   violation of federal securities laws , punishable by a maximum prison term of 10 years and fines of up to $1 million for the individual and $2.5 million for the firm.
 
 
Tipping of material, non-public information is PROHIBITED. An Access Person cannot trade, either personally or on behalf of others, while in possession of such information.
 
 
Front-running/scalping involves trading on the basis of non-public information regarding impending market transactions.
 
 
 
•     Trading ahead of, or "front-running," a client or MAA advised or sub-advised mutual fund order in the same security; or
 
 
 
•     Taking a position in stock index futures or options contracts prior to buying or selling a block of securities for a client or advised or sub-advised mutual fund account (i.e., self-front running).
 
 
 
Scalping occurs when an Access Person purchases shares of a security for his/her own account shortly before recommending or buying that security for long-term investment to a client and then immediately selling the shares at profit upon the rise in the market price following the recommendation.
 
 
IV.5 Market Timing
Matrix Asset Advisors, Inc. prohibits late trading and does not engage in market timing when trading in mutual fund shares on behalf of its clients. An Access Person cannot, either personally or on behalf of others, engage in late trading or market timing when trading in mutual fund shares.
 

 


Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
17

 
IV.6 Independent Research
MAA research analysts perform independent research of issuers and submit such research to the Investment Policy Committee and Chief Investment Officer.
 
Compensation  of the  research analysts  is  tied to the quality of the analysis performed as it is reflected in the quality of investment selection by the Investment Policy Committee and the Chief Investment Officer.

IV.7 Gifts and Hospitality
MAA does not allow employees to accept excessive gifts and hospitality.  Any gift or hospitality in excess of $250 must be reported to the Chief Compliance Officer.
 


 

IV.8 Policy Regarding Political Activities by Investment Advisors SEC Rule 206(4)-5 (Pay-to-Play)
MAA prohibits its employees to make, or direct or solicit any other person to make, any political contribution or provide anything else of value for the purpose of influencing or inducing the obtaining or retaining of investment advisory services business (“pay-to-play”).
 
MAA must monitor political activities by its employees. “Employees” are defined as an employee and any member of the employee’s household. Political activities (“Contributions”) are defined as any gift, subscription, loan, advance, or deposit of money or anything of value made for:
 
1.
The purpose of influencing any election for federal, state or local office;
2.
The payment of debt incurred in connection with any such election; or
3.
Transition or inaugural expenses incurred by the successful candidate for state or local office.
 
 
This includes not only monetary contributions, but also in-kind contributions such as payment for services or use of facilities, personnel or other resources to benefit any federal, state or local candidate campaign, political party committee, or other political committee or political organization exempt from federal income taxes under Section 527 of the Internal Revenue Code (such as the Republican or Democratic Governors Association); or the inaugural committee or transition team of a successful candidate.
 
 
Volunteer services provided to a campaign by employees are also considered Contributions.
 
 
All employees are required to obtain written approval from Matrix’s Chief Compliance Officer and Chief Investment Officer prior to making any Contribution of any value. However, Contributions made to a candidate for federal office where the Candidate is not a state or local official at the time of the Contribution need not be pre-approved.


Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
18

 
 
 
Employees must obtain approval from Matrix’s Chief Compliance Officer and Chief Investment Officer prior to Coordinating or Soliciting Contributions, or engaging in any other political fundraising. Coordinating or Soliciting Contributions, or political fundraising, may even include, for example, merely having one’s name appear in the letterhead or any other portion of a fundraising letter.
 
 
Employees must request approval for such activities in writing by filling out a “Political Contribution Pre- Clearance Form” which can be obtained from MAA’s Chief Compliance Officer.
 
 
MAA will allow employees’ written requests for contributions to any state candidate, local candidate or official, if:
 
 
1.          The employee is entitled to vote for such candidate and the Contribution(s) do not exceed $350 per election; or
 
 
2.          The employee is not entitled to  vote  for the candidate and the Contribution(s) do not exceed $150 per election.
 
 
MAA  will consider other written requests  for contributions on a case by case basis, but precludes Contributions exceeding the above thresholds.
 
 
Contributions made by others (for example, family members residing outside the employee’s household, placement agents, consultants, attorneys, businesses, etc.) at the direction or suggestion of an employee, are considered to be made by that employee for purposes of this Policy. Because of the potential impact on Matrix’s business, this Policy prohibits employees from circumventing this Policy or Rule 206(4)-5 in such manner or any other manner.
 
 
At the end of each calendar year, MAA’s Chief Compliance Officer will distribute an “Annual Political Contributions Certification Form” to all employees. This Form is intended to capture information regarding any Contribution made by each such employee during that calendar year and must be returned within 10 calendar days of receipt.
 
 
Employees  must  return  the  forms  either (1) acknowledging that no Contributions were made, or (2) disclosing all Contributions  made, including Contributions for which the employee received pre- clearance. In order to protect the privacy of employees, the records shall be treated as confidential and may only be reviewed by person(s) with a “need to know” or for purposes of making necessary disclosures to the SEC, if required.
 
 
 

Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
19

 
MAA’s Chief Compliance Officer will maintain records of all Political Contributions Pre-Clearance Forms and Annual Political Contributions Certification Forms.
 
 
MAA’s Chief Compliance Officer will also maintain a list of all government entities for which MAA acts as investment advisor including those government entities invested in the Funds.
 
 
Current and new Employees are subject to a two-year look-back for prior political contributions.  Any prior political contributions in excess of the threshold may impact MAA’s ability to accept government entity assets under management.
 
IV.9 Directorships and Other
        Outside Employment
MAA  prohibits  employees  to  assume directorships  for for-profit organizations, public or private companies or to secure other outside employment except where express approval is received from the Chief Compliance Officer.
 
IV.10 Purchases and Sales of Mutual Funds        Advised and Sub-Advised By MAA
MAA requires pre-clearance of all transactions in mutual funds advised and sub-advised by MAA.  Monthly reporting of purchases and sales of such mutual funds is also required.
 
 
Mutual Fund Holdings
 
 
Access Persons are required to report holdings in mutual funds advised and sub-advised by MAA.
 
 
Mutual Fund Transactions
Transactions in MAA advised and sub-advised mutual funds are required to be pre-cleared. On a monthly basis, Access Persons are required to report any purchases or sales of MAA advised and sub-advised mutual funds.
 
 
Employee 401K Plans
 
 
Access Persons are required to report investment option changes for MAA advised and sub-advised mutual funds for their 401K plans.
 
 
90 Days Holding Period
 
 
Access Persons are required to hold shares in MAA advised and sub-advised mutual funds for 90 days as outlined in MAA’s Employee Trading Policy and Procedures.
 

 
 

Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
20

 
 
V   R EGULATORY R EQUIREMENTS

 
 
V.1 Investment Advisers Act of 1940 and     Investment Company Act of 1940
The SEC considers it a violation of general antifraud provisions of federal securities laws whenever an adviser, such as MAA, engages in fraudulent, deceptive or manipulative conduct. As a fiduciary to client assets, MAA cannot  engage in activities which would result in conflicts of interests (for example, “front- running,” scalping, or favoring proprietary accounts over those of the clients’). Employees of MAA are required to obey all of the federal securities laws.
 
V.2 Regulatory Censures
The SEC can censure, place limitations on the activities, functions, or operations of, suspend for a period not exceeding twelve months, or revoke the registration  of any investment adviser based on a:
 
 
3/4   Failure reasonably to supervise, with a view to prevent violations of the provisions of the federal securities laws, an employee or a supervised person who commits such a violation.
 
 
3/4   However, no supervisor or manager shall be deemed to have failed reasonably to supervise any person, if
 
 
(a) there have been established procedures, and a system for applying such procedures, which would reasonably be expected to prevent and detect, insofar as practicable, any such violation by such other person and
 
 
(b) such supervisor or manager has reasonably discharged the duties and obligations incumbent upon him/her by reason of such procedures and systems without reasonable cause to believe that such procedures and system were not being complied with.
 
V.3 Recordkeeping
Rule 204-2 Books and records to be maintained by investment advisers.
 
 
(a)(12)(i) A copy of the investment adviser's code of ethics adopted and implemented pursuant to Rule 204A-1 that is in effect, or at any time within the past five years was in effect;
 
 
(ii) A record of any violation of the code of ethics, and of any action taken as a result of the violation; and
 
 
(iii) A record of all written acknowledgments as required by Rule 204A-1(a)(5) for each person who is currently, or within the past five years was, a supervised person of the investment adviser.
 
(13)(i) A record of each report made by an access person as required by 204A-1(b), including any information provided under paragraph (b)(3)(iii) of that section in lieu of such reports;
 

 

Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
21


 
(ii) A record of the names of persons who currently are, or within the past five years were, access persons of the investment adviser; and
 
 
(iii) A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities by access persons under Rule 204A-1(c), for at least five years after the end of the fiscal year in which the approval is granted

 


 

 

Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
23
 

 
VI   A CKNOWLEDGEMENT AND C ERTIFICATION

 
I certify that I have received, read, understood and recognize that I am subject to Matrix Asset Advisors, Inc.’s Code of Ethics and Policy on Personal Securities Transactions and Insider Trading.  This Code is in addition to MAA’s policy on adhering to the CFA Institute Code of Ethics and Standards of Professional Conduct, as outlined in the MAA Employee Handbook.

In addition to certifying that I will provide complete and accurate reporting as required by the Code and have complied with all requirements of the Matrix Asset Advisors, Inc. Code, I certify that I will not:

Execute any prohibited purchases and/or sales, directly or indirectly, that are outside those permissible by the Code;
 
Employ any device, scheme or artifice to defraud Matrix Asset Advisors, Inc., or any company;
 
Engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon Matrix Asset Advisors, Inc. or any company;
 
Make any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they are made, not misleading;
 
Engage in any manipulative practice with respect to Matrix Asset Advisors, Inc. or any company;
 
Trade on inside information;
 
Trade ahead of or front-run any transactions for MAA managed accounts;
 
Trade without obtaining the necessary pre-clearance.
 
I understand that it is a violation  of the Code to  fail to submit a record  of my personal securities transactions within 10 calendar days of month-end.

I understand that, as an employee of Matrix Asset Advisors, Inc., it is my responsibility to submit a list of all brokerage accounts in which I have beneficial ownership or interest and control (as defined in the Code). Additionally, I will notify Matrix Asset Advisors, Inc. Compliance upon opening or closing brokerage accounts monthly.

Any exceptions, where applicable, are noted as follows:
 
 
 
 
 

 
     
 Signature
 
 
 
 Date
     
 NAME (Print)  
 
The Acknowledgment and Certification form is due 10 days from date of receipt . Signed copies must be submitted to the Chief Compliance Officer.

 



Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
24




 
A PPENDIX A- FOR A CCESS P ERSONS
 





C ODE S ECTION
H OW APPLIED
H OW ADMINISTERED
Penalties
Penalties will be assessed as
described in the policy if Access Persons violated the applicable sections of the
Code.
 
The Chief Compliance Officer will
apply and report penalties as applicable.
Monthly Trade Reports
Monthly Trade reports will be
required each month for all personal securities trading as defined in the Code. Monthly Trade Reports are in lieu of quarterly transaction reports required under 17j-1(d)(ii) and
204A-1 and includes all required information.
The Chief Compliance Officer will
collect trade reports for Access Persons. Monthly Trade Reports must be received by the Chief
Compliance Officer by the 10 th day of the month for the previous month’s
trading activity. It is the responsibility of the Access Person to
ensure that the Chief Compliance
Officer receives the Monthly Trade
Report within the 10-day timeframe.
 
Post Review
Trades will be reviewed to
assure that all reports were submitted timely and to ascertain any improprieties.
 
The Chief Compliance Officer will
conduct post review of trade reports. The CIO will conduct a post review of the Chief Compliance Officer’s trade reports.
 
Acknowledgement of Brokerage
Accounts
Access Persons are required to
notify the Chief Compliance
Officer if they have opened or closed a brokerage account when submitting a monthly trade report.
 
The Chief Compliance Officer will
collect and review monthly trade reports to determine if any brokerage
accounts have been opened or closed
for Access Persons.
 
Initial and Annual Holdings
Report
Initial reports will be required
at hire and annual holdings at each year-end for all Access Persons. Broker statements
may be used to satisfy these
requirements.
The Chief Compliance Officer will
collect and review initial and annual holdings reports for Access Persons. Initial and annual holdings reports
must be submitted to the Chief
Compliance Officer within 10 days of hire and following each year-end. Initial and annual holdings reports must contain current holdings information (no more than 45 days
old ).

 


Matrix Asset Advisors, Inc. Code of Ethics 3.13.17
24
 
 
 
 
Insider Trading Restrictions
Insider trading restrictions will
apply as described in the Code.
 
Trade reviews described above seek
to identify any cases of insider trading.
Initial and Annual Political
Contribution Reports
Initial and Annual Political
Contribution Reports will be required.
The Chief Compliance Officer will
collect and review of all Initial and Annual Political Contributions Reports to ensure that all activity is conducted in compliance with the Code.

 

 

 
EMPLOYEE INITIAL SECURITIES HOLDINGS  REPORT AND CERTIFICATION
 

Statement to MATRIX ASSET ADVISORS By                                                                                                                                     (Please print your full name)
 
 
Today's Date:                                                       
 
As of the date appearing above, the following are each and every covered security* and accounts in which I have a direct or indirect "Beneficial Ownership" Interest. For purposes of this report, the term Beneficial Ownership shall mean, ownership of securities or securities accounts by or for the benefit of a person, or such person’s “family member”, including any account in which the employee, or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or exercises a power of attorney. The term “family member” means any person’s spouse, child or other relative, whether related by blood, marriage or otherwise, who either resides with, or is financially dependent upon, or whose investments are controlled by that person and any unrelated individual whose investments are controlled and whose financial support is materially contributed to by the person, such as a “significant other.”
 

 
Nature of Interest
Broker, Dealer (or
Name of Security/
Number of
Security
   
(Direct Ownership,
Bank acting as
Ticker or Cusip#
Shares/Par Amount
Type
Price
Principal Amount
Spouse, Control, Etc.)
Broker) Involved
 
 
 
 
 
 
 
I certify that the securities listed above, are the only securities in which I have a direct or indirect beneficial ownership interest.
 

Employee Signature:                                                                               
 

 
 
Received By:
    
Reviewed By
   
Comments:
 
 
Title:
   
Title:
   
 
 
 
Date:
   
Date:
   
 
 
*Note: In lieu of an employee listing on this form each security held as of year-end, he/she may attach as an exhibit to this document, and account statement(s) from every brokerage firm with which an employee has a beneficial security interest.  Notwithstanding this accommodation, it is the employee’s sole responsibility to ensure that the information reflected in that statement(s) is accurate and completely discloses all relevant securities holdings.

 


 
EMPLOYEE ANNUAL SECURITIES HOLDINGS REPORT AND CERTIFICATION
 



Statement to MATRIX ASSET ADVISORS, INC. by                                                                                                                                                               (Please print your full name)
 
 
For the Calendar year ended                                                              
 
I certify that the following are all Covered Securities holdings ( not including bank certificates of deposit, registered open-end mutual fund shares other than the Matrix Advisors Value Fund and series of Matrix Advisors Funds Trust, direct obligations of the United states beneficially owned by me as of the year end appearing above.* By “beneficially owned” I mean any securities over which I have influence or control and also any securities (i) in which I, my spouse, or members of our family (including my parents, minor children and any relative of mine who is sharing my home) have beneficial ownership or (ii) from which I or they derive in any manner benefits substantially equivalent to those of ownership.

 
Nature of Interest
Broker, Dealer (or
Name of Security/
Number of
Security
   
(Direct Ownership,
Bank acting as
Ticker or Cusip#
Shares/Par Amount
Type
Price
Principal Amount
Spouse, Control, Etc.)
Broker) Involved
 
 
 
 
 
I certify that the securities listed above, are the only securities in which I have a direct or indirect beneficial ownership interest.
 
 
Signature:                                                                                                                                                                                                               Date:                                                           
 
 
Received By:
    
Reviewed By
   
Comments:
 
 
Title:
   
Title:
   
 
 
 
Date:
   
Date:
   
 
*Note: In lieu of an employee listing on this form each security held as of year-end, he/she may attach as an exhibit to this document, and annual statement(s) from every brokerage firm with which an employee has a beneficial security interest. Notwithstanding this accommodation, it is the employee’s sole responsibility to ensure that the information reflected in that statement(s) is accurate and completely discloses all relevant securities holdings .

 
 
 

MATRIX ASSET ADVISORS, INC.
REQUEST FOR PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS
 

 
 
Employee Name:                                                                                                                                                                                                           

 
Compliance Officer Initials:                                                                                                                Date:                                                                 
 
*   Trades may only be made on the day that approval is granted.
 
**                Reason for denial:                                                                                                                                                                                   
 
Broker/Account Number:                                                                                                                                                                                            
 

 
DATE
 
NAME OF
SECURITY
# OF SHRS,
PAR
AMOUNT,
ETC.
 
APPROX.
PRICE
TICKER
SYMBOL
OR
CUSIP #
PRINCIPAL
AMOUNT
PURCHASE
(P)
SALE
(S)
DIRECT
OWNER-
SHIP (D)
SPOUSE (S)
CONTROL
(C)
APPROVED
or
DENIED
 
 
               
 
 
               
 
 
               
 
 
               
 
The person indicated above has stated and represents that:

(A) he/she has no insider information (specifically information relating to planned securities transactions by
 
MAA or affiliated entity) relating to the above referenced issuer(s);
 
(B) there is no conflict of interest in these transactions with respect to client portfolios (IF A CONFLICT OF INTEREST EXIST, PLEASE CONTACT COMPLIANCE OFFICER IMMEDIATELY.); and

(C) these securities are not initial public offerings (this includes secondary offerings) nor private placements.


 
MATRIX ASSET ADVISORS, INC.
MONTHLY TRADING REPORT
FOR                       2 0       

 
Name of Employee:
 
 
Account Name:
 
 
Account #
 
 
Acct. Open Date
 
 
Custodian:

 
Date of Trade
Buy or Sell
Security/Ticker
No. of Shares
Interest
Maturity
Price
Broker
Commission
Other Pertinent
   
or Cusip
and Principal Amt.
Rate
Date
     
Information
1
                 
2
                 
3
                 
4
                 
5
                 
6
                 
7
                 
8
                 
 
I declare that the above or attached information is correct and true to the best of my knowledge.
 

 
Signature                                                                                                                                                                                             Date                                                                                                           

 
Reviewed by Compliance Officer:                                                                                                                                                 Date                                                                                                           
 
 
*Copies of confirms and/or brokerage statements from the corresponding month may be attached in lieu of completing this form. All corresponding preapproval forms must be attached. All employees must sign, date and return this form within 15 days from the end of the month.  If no trades were done, write "none".  If confirms and/or brokerage statements are attached, write "see attached". This document is for internal use only.
F:Compliance\Employee Trading - monthly trading report.xls

 

 
 
EMPLOYEE ANNUAL POLITICAL CONTRIBUTIONS REPORT AND CERTIFICATION
 



Statement to MATRIX ASSET ADVISORS, INC.   By                                                                                                                                                                                                                                                        (Please print your full name)
 
For the Calendar year ended :   December 31, 2011
 
I certify that the following are all Political Contributions (either cash or in-kind) made by me to State and/or Local Government Officials as of the year end appearing above. The below Contributions include Contributions made by others (for example, spouses, family members, placement agents, consultants, attorneys, businesses, etc.) at my direction or suggestion.

 

 
Elected
State/
Contribution
Contribution
Date
Name of Official
Non-Elected
Municipality
Value
Format (i.e. cash, in-kind etc.)

 
 
 
 
 
I certify that the political contributions listed above, are the only political contributions I have made to State and/or Local Government Officials. I further certify that no political contributions were made either by me or anyone acting on my behalf for the purpose of influencing or inducing the obtaining or retaining of investment advisory services business (“pay-to-play”).
 
Signature:                                                                                                                                                                                                               Date:                                                           
 
 
Received By:
    
Reviewed By
   
Comments:
 
 
Title:
   
Title:
   
 
 
 
Date:
   
Date:
   


:
 
MATRIX ASSET ADVISORS, INC.
REQUEST FOR PRE-CLEARANCE OF POLITICAL CONTRIBUTIONS
 

Employee Name:                                                                                                                                                                             

 
Compliance Officer Initials:                                                                         Date:                                                                          
 
 
Reason for denial:                                                                                                                                                                            
 

DATE
NAME OF STATE/
LOCAL GOVERNMENT
OFFICIAL
ELECTED/
NON-
ELECTED
STATE/ LOCAL
MUNICIPALITY
INTENDED CONTRIBUTION
VALUE
INTENDED
CONTRIBUTION
 FORMAT
(i.e. CASH, IN-KIND)
APPROVED/
DENIED
 
 
 
         
 
 
 
         
 
 
 
         
 
 
 
         
 
The employee making the request above has stated and represents that:

He/she will not make, or direct or solicit any other person to make, any political contribution or provide anything else of value for the purpose of influencing or inducing the obtaining or retaining of investment advisory services business (“pay-to-play”).