DRAFT
MATRIX ADVISORS VALUE FUND, INC.
SUPPLEMENTAL CODE OF ETHICS FOR
PRINCIPAL OFFICERS AND SENIOR FINANCIAL OFFICERS
The Board of Directors (the "Board") of Matrix Advisors Value Fund, Inc. (the
"Fund") has adopted this Supplemental Code of Ethics (the "Code") for the Fund's
Principal Officers and Senior Financial Officers (the "Officers") to guide and
remind the Officers of their responsibilities to the Fund, other Officers,
shareholders of the Fund, and governmental authorities. Officers are expected to
act in accordance with the guidance and standards set forth in this Code.
For the purposes of this Code, the Fund's Principal Officers and Senior
Financial Officers shall include: the Principal Executive Officer; the Principal
Financial Officer; the Principal Accounting Officer; the Controller; and any
persons performing similar functions on behalf of the Fund, regardless of
whether such persons are employed by the Fund or a third party.
This Code is intended to serve as the code of ethics described in Section 406 of
The Sarbanes-Oxley Act of 2002 and Form N-CSR. To the extent that an Officer is
subject to the Fund's code of ethics adopted pursuant to Rule 17j-1 of the
Investment Company Act of 1940, as amended (the "Rule 17j-1 Code"), this Code is
intended to supplement and be interpreted in the context of the Rule 17j-1 Code.
This Code also should be interpreted in the context of all applicable laws,
regulations, the Fund's Articles of Incorporation and Bylaws, as amended, and
all other governance and disclosure policies and documents adopted by the Board.
All Officers must become familiar and fully comply with this Code. Because this
Code cannot and does not cover every applicable law or provide answers to all
questions that might arise, all Officers are expected to use common sense about
what is right and wrong, including a sense of when it is proper to seek guidance
from others on the appropriate course of conduct.
The purpose of this Code is to set standards for the Officers that are
reasonably designed to deter wrongdoing and are necessary to promote:
o honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
o full, fair, accurate, timely, and understandable disclosure in
reports and documents that the Fund files with, or submits to,
the Securities and Exchange Commission (the "SEC") and in any
other public communications by the Fund;
o compliance with applicable governmental laws, rules and
regulations;
o the prompt internal reporting of violations of the Code to the
appropriate persons as set forth in the Code; and
o accountability for adherence to the Code.
1. HONEST AND ETHICAL CONDUCT
A. HONESTY, DILIGENCE AND PROFESSIONAL RESPONSIBILITY
Officers are expected to observe both the form and the spirit of the ethical
principles contained in this Code. Officers must perform their duties and
responsibilities for the Fund:
o with honesty, diligence, and a commitment to professional and
ethical responsibility;
o carefully, thoroughly and in a timely manner; and
o in conformity with applicable professional and technical
standards.
Officers who are certified public accountants are expected carry out their
duties and responsibilities in a manner consistent with the principles governing
the accounting profession, including any guidelines or principles issued by the
Public Company Accounting Oversight Board or the American Institute of Certified
Public Accountants from time to time.
B. OBJECTIVITY / AVOIDANCE OF UNDISCLOSED CONFLICTS OF INTEREST
Officers are expected to maintain objectivity and avoid undisclosed conflicts of
interest. In the performance of their duties and responsibilities for the Fund,
Officers must not subordinate their judgment to personal gain and advantage, or
be unduly influenced by their own interests or by the interests of others.
Officers must avoid participation in any activity or relationship that
constitutes a conflict of interest unless that conflict has been completely
disclosed to affected parties. Further, Officers should avoid participation in
any activity or relationship that could create the appearance of a conflict of
interest.
A conflict of interest would generally arise if an Officer directly or
indirectly participated in any investment, interest, association, activity or
relationship that may impair or appear to impair the Officer's objectivity.
Any Officer who may be involved in a situation or activity that might be a
conflict of interest or give the appearance of a conflict of interest should
consider reporting such situation or activity using the reporting procedures set
forth in Section 4 of this Code
The Audit Committee will not be responsible for monitoring or enforcing this
conflict of interest policy, but rather each Officer is responsible for
self-compliance with this conflict of interest policy.
C. PREPARATION OF FINANCIAL STATEMENTS
Officers must not knowingly make any misrepresentations regarding the Fund's
financial statements or any facts in the preparation of the Fund's financial
statements, and must comply with all applicable laws, standards, principles,
guidelines, rules and regulations in the preparation of the Fund's financial
statements. This section is intended to prohibit:
o making, or permitting or directing another to make, materially
false or misleading entries in the Fund's financial statements or
records;
o failing to correct the Fund's financial statements or records
that are materially false or misleading when he or she has the
authority to record an entry; and
o signing, or permitting or directing another to sign, a document
containing materially false or misleading financial information.
Officers must be scrupulous in their application of generally accepted
accounting principles. No Officer may (i) express an opinion or state
affirmatively that the financial statements or other financial data of the Fund
are presented in conformity with generally accepted accounting principles, or
(ii) state that he or she is not aware of any material modifications that should
be made to such statements or data in order for them to be in conformity with
generally accepted accounting principles, if such statements or data contain any
departure from generally accepted accounting principles then in effect in the
United States.
Officers must follow the laws, standards, principles, guidelines, rules and
regulations established by all applicable governmental bodies, commissions or
other regulatory agencies in the preparation of financial statements, records
and related information. If an Officer prepares financial statements, records or
related information for purposes of reporting to such bodies, commissions or
regulatory agencies, the Officer must follow the requirements of such
organizations in addition to generally accepted accounting principles.
If an Officer and his or her supervisor have a disagreement or dispute relating
to the preparation of financial statements or the recording of transactions, the
Officer should take the following steps to ensure that the situation does not
constitute an impermissible subordination of judgment:
o The Officer should consider whether (i) the entry or the failure
to record a transaction in the records, or (ii) the financial
statement presentation or the nature or omission of disclosure in
the financial statements, as proposed by the supervisor,
represents the use of an acceptable alternative and does not
materially misrepresent the facts or result in an omission of a
material fact. If, after appropriate research or consultation,
the Officer concludes that the matter has authoritative support
and/or does not result in a material misrepresentation, the
Officer need do nothing further.
o If the Officer concludes that the financial statements or records
could be materially misstated as a result of the supervisor's
determination, the Officer should follow the reporting procedures
set forth in Section 4 of this Code.
D. OBLIGATIONS TO THE INDEPENDENT AUDITOR OF THE FUND
In dealing with the Fund's independent auditor, Officers must be candid and not
knowingly misrepresent facts or knowingly fail to disclose material facts, and
must respond to specific inquiries and requests by the Fund's independent
auditor.
Officers must not take any action, or direct any person to take any action, to
fraudulently influence, coerce, manipulate or mislead the Fund's independent
auditor in the performance of an audit of the Fund's financial statements for
the purpose of rendering such financial statements materially misleading.
2. FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE
It is the Fund's policy to provide full, fair, accurate, timely, and
understandable disclosure in reports and documents that the Fund files with, or
submits to, the SEC and in any other public communications by the Fund. The Fund
has designed and implemented Disclosure Controls and Procedures to carry out
this policy.
Officers are expected to use their best efforts to promote, facilitate, and
prepare full, fair, accurate, timely, and understandable disclosure in all
reports and documents that the Fund files with, or submits to, the SEC and in
any other public communications by the Fund.
Officers must review the Fund's Disclosure Controls and Procedures to ensure
they are aware of and carry out their duties and responsibilities in accordance
with the Disclosure Controls and Procedures and the public reporting obligations
of the Fund. Officers are responsible for monitoring the integrity and
effectiveness of the Fund's Disclosure Controls and Procedures.
3. COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS
Officers are expected to know, respect and comply with all laws, rules and
regulations applicable to the conduct of the Fund's business. If an Officer is
in doubt about the legality or propriety of an action, business practice or
policy, the Officer should seek advice from the Officer's supervisor or the
Fund's legal counsel.
In the performance of their work, Officers must not knowingly be a party to any
illegal activity or engage in acts that are discreditable to the Fund.
Officers are expected to promote the Fund's compliance with applicable laws,
rules and regulations. To promote such compliance, Officers may establish and
maintain mechanisms to educate employees carrying out the finance and compliance
functions of the Fund about any applicable laws, rules or regulations that
affect the operation of the finance and compliance functions and the Fund
generally.
4. REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR
Officers should promptly report any conduct or actions by an Officer that do not
comply with the law or with this Code. Officers and the Fund shall adhere to the
following reporting procedures:
o Any Officer who questions whether a situation, activity or
practice is acceptable must immediately report such practice to
the Principal Executive Officer of the Fund (or to an Officer who
is the functional equivalent of this position) or to the Fund's
legal counsel. The person receiving the report shall consider the
matter and respond to the Officer within a reasonable amount of
time.
o If the Officer is not satisfied with the response of the
Principal Executive Officer or counsel, the Officer must report
the matter to the Chairman of the Audit Committee. If the
Chairman is unavailable, the Officer may report the matter to any
other member of the Audit Committee. The person receiving the
report shall consider the matter, refer it to the full Audit
Committee if he or she deems appropriate, and respond to the
Officer within a reasonable amount of time.
o If, after receiving a response, the Officer concludes that
appropriate action was not taken, he or she should consider any
responsibility that may exist to communicate to third parties,
such as regulatory authorities or the Fund's independent auditor.
In this matter, the Officer may wish to consult with his or her
own legal counsel.
o The Audit Committee and the Fund will not be responsible for
monitoring or enforcing this reporting of violations policy, but
rather each Officer is responsible for self-compliance with this
reporting of violations policy.
o To the extent possible and as allowed by law, reports will be
treated as confidential.
o If the Audit Committee determines that an Officer violated this
Code, failed to report a known or suspected violation of this
Code, or provided intentionally false or malicious information in
connection with an alleged violation of this Code, the Fund may
take disciplinary action against any such Officer to the extent
the Audit Committee deems appropriate. No Officer will be
disciplined for reporting a concern in good faith.
o The Fund and the Audit Committee may report violations of the law
to the appropriate authorities.
5. ACCOUNTABILITY AND APPLICABILITY
All Officers will be held accountable for adherence to this Code. On an annual
basis, within 30 days of the beginning of each calendar year, each Officer shall
certify in writing his or her receipt, familiarity and commitment to compliance
with this Code, by signing the Acknowledgment Form (APPENDIX A to this Code).
This Code is applicable to all Officers, regardless of whether such persons are
employed by the Fund or a third party. If an Officer is aware of a person
("Potential Officer") who may be considered an Officer as defined by this Code,
the Officer should inform legal counsel to the Fund of such Potential Officer so
that a determination can be made regarding whether such Potential Officer has
completed or should complete an Acknowledgment Form. However, the absence of
such a determination will not be deemed to relieve any person of his or her
duties under this Code.
6. DISCLOSURE OF THIS CODE
This Code shall be disclosed by at least one of the following methods in the
manner prescribed by the SEC, unless otherwise required by law:
o by filing a copy of the Code with the SEC;
o by posting the text of the Code on the Fund's website; or
o by providing, without charge, a copy of the Code to any person
upon request.
7. WAIVERS
Any waiver of this Code, including an implicit waiver, that has been granted to
an Officer, may be made only by the Board or a committee of the Board to which
such responsibility has been delegated, and must be disclosed by the Fund in the
manner prescribed by law and as set forth above in Section 6 (Disclosure of this
Code).
8. AMENDMENTS
This Code may be amended by the affirmative vote of a majority of the Board. Any
amendment of this Code, must be disclosed by the Fund in the manner prescribed
by law and as set forth above in Section 6 (Disclosure of this Code), unless
such amendment is deemed to be technical, administrative, or otherwise
non-substantive. Any amendments to this Code will be provided to the Officers.
Approved by the Board of Directors on December 8, 2003.
APPENDIX A
MATRIX ADVISORS VALUE FUND, INC.
CERTIFICATION AND ACKNOWLEDGMENT OF RECEIPT OF SUPPLEMENTAL CODE OF ETHICS FOR
PRINCIPAL OFFICERS AND SENIOR FINANCIAL OFFICERS
I acknowledge and certify that I have received a copy of Matrix Advisors Value
Fund, Inc.'s Supplemental Code of Ethics for Principal Officers and Senior
Financial Officers (the "Code"). I understand and agree that it is my
responsibility to read and familiarize myself with the policies and procedures
contained in the Code and to abide by those policies and procedures.
I acknowledge my commitment to comply with the Code.
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Officer Name (Please Print) Officer Signature
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Date