Matrix Asset Advisors Inc

Fees and Compensation
Description
Matrix offers clients professional investment management of their portfolios for a standard fee, as follows:

1. Standard Equity Accounts (Large Capitalization Value Strategy):

        0.90% on the first $5,000,000 of assets under management

        0.80% on the next $5,000,000 of assets under management

        0.75% on the next $15,000,000 of assets under management

        0.65% on the next $25,000,000 of assets under management

        0.55% on the next $50,000,000 of assets under management

        0.45% on assets under management in excess of $100,000,000

        Accounts under $1,000,000 assume a fee of 1%

        When appropriate, Matrix will invest client assets in Matrix’s mutual fund or affiliated ETF. In
        those cases, clients will pay a fee charged by the fund, but Matrix will not charge a separate advisory
        fee on those assets. In some situations, Matrix has a financial incentive to invest client assets in
        the mutual fund or affiliated ETF as the compensation Matrix earns from the fund(s) may be greater
        than the advisory fee Matrix would otherwise receive on those assets.

2. Standard Equity Accounts (Matrix Dividend Income (MDI) Strategy):

        0.65% on the first $5,000,000 of assets under management

        0.55% on the next $5,000,000 of assets under management

        0.50% on the next $15,000,000 of assets under management

        0.45% on the next $25,000,000 of assets under management

        0.35% on the next $50,000,000 of assets under management

        0.30% on assets under management in excess of $100,000,000

3. Standard Matrix-Managed Fixed-Income Accounts:

        0.40% on assets under management

4. Standard Matrix-Managed Balanced Accounts:

        Management fees for accounts that hold both Matrix-managed equity and Matrix-managed fixed
        income securities are determined in accordance with the account's asset allocation with each
        component charged per the Standard Equity and Standard Matrix-Managed Fixed-Income Account
        fee schedules above.

5. Matrix Complete Wealth Management “MCWM” program:

        0.45% on assets under management under $2,000,000

        0.35% on assets under management of $2,000,000 to under $5,000,000

        0.25% on assets under management of $5,000,000 and over

        No additional fee on Matrix mutual funds or ETFs beyond their expense ratios. Please note
        that no Management Fee is charged by Matrix on client assets invested in mutual funds or ETFs
        advised or sub-advised by Matrix other than the fee charged by the Funds themselves.

        Clients that elect to have a portion of their assets invested with external managers will pay two
        management fees, the fee charged by Matrix for the oversight of the external managers and the fee
        charged by the external managers for the management of the assets.

6. Balanced Wealth Management Accounts Utilizing Matrix-Managed Strategies and External Managers:

        Management fees for accounts that hold both Matrix-managed and externally managed securities
        are determined in accordance with the account's asset allocation with each component charged per
        the fee schedules above. Clients that elect to have a portion of their assets invested with external
        managers will pay two management fees on that portion of their assets managed by the external
        manager: the fee charged by Matrix Asset Advisors for the oversight of the external managers and
        the fee charged by the external managers for the management of the assets.

Fees are negotiable under certain circumstances.

Fees for Wrap Fee Programs
The Wrap Program Client pays the Wrap Sponsor a Wrap Fee based upon the client's assets under the Wrap
Sponsor's management, and the Wrap Sponsor pays Matrix a portion of such Wrap Fee for advisory services
rendered by Matrix to the Client. In connection with Wrap Programs, Matrix considers itself to be a sub-
Adviser to the Wrap Sponsor or affiliate of the Wrap Sponsor registered as an investment adviser under the
Investment Advisers Act of 1940. Although the types of services provided by Matrix to its Wrap Program
Clients are generally the same as the types of services provided by Matrix to its regular clients, certain
differences do exist, including that (a) pursuant to the Wrap Program arrangements, Matrix is not generally
permitted to communicate directly with its Wrap Program Clients (including communications with respect
to changes in the Wrap Program Client's investment objectives or restrictions), and all such communications
must be directed through the Wrap Sponsor, and (b) Matrix does not provide overall investment supervisory
services to its Wrap Program Clients.

The fees received by Matrix from each Wrap Sponsor are generally equal to either (a) a percentage of the
total assets in the Wrap Sponsor's Wrap Program accounts for which Matrix provides advisory services or
(b) a percentage of the Wrap Fees actually collected by the Wrap Sponsor from Wrap Program Clients to
whom Matrix provides advisory services. Each Wrap Sponsor generally pays Matrix on a quarterly basis,
either in arrears or in advance, as provided in the contract between Matrix and the Wrap Sponsor (each such
contract, a "Master Contract"). Matrix is not generally informed of the specific fee arrangement negotiated
between each Wrap Program Client and the Wrap Sponsor. Certain Wrap Sponsors charge a minimum
annual Wrap Fee to each of their Wrap Program Clients. Generally, the portion of the Wrap Fee received
by Matrix is negotiable between Matrix and any Wrap Program Client. With respect to each Wrap Program
in which Matrix participates, the standard fees received by Matrix from each wrap Sponsor is variable
depending on the investment style selected and other factors.
...

Types of Clients
Description
Matrix manages taxable and tax-exempt accounts on behalf of clients including institutions, high net worth
individuals, endowments, foundations, Taft Hartley plans, corporations, wrap program clients as well as
401(k) and defined contribution plans. Matrix is also the investment advisor to the Matrix Advisors
Dividend Fund and sub-adviser to the Matrix Advisors Value ETF.

Matrix has a consulting agreement in place with Moneypaper Advisor, Inc. (“MPA”), whereby Matrix
assists MPA in a non-discretionary advisory capacity. Matrix has entered into agreements with certain
registered third-party investment advisers that maintain asset allocation platforms. The platforms offer
Matrix’s model portfolios, which consist of Matrix’s Large Capitalization Value Equity and Dividend
Income strategies, as well as models from other managers.

Account Minimums
Matrix intends to provide investment management services to accounts with a recommended minimum of
$500,000 for standard fee accounts and balanced fee accounts with the exception of accounts in the Matrix
Dividend Income (MDI) strategy which have a recommended minimum of $100,000.

In some cases, Matrix will enter into incentive fee arrangements with qualified clients at their election, and
whose account meets the minimum of $10,000,000. Matrix will structure any incentive fee arrangement
subject to Section 205(a)(1) of the Investment Advisers Act of 1940 in accordance with the exemptions
made available under its provisions.

Accounts obtained through wrap programs are subject to the minimums of the particular program.

Methods of Analysis, Investment Strategies
and Risk of Loss