0000910472-05-000293 Sample Contracts

UNDERWRITING AGREEMENT Between Z-SEVEN FUND, INC. and AQUARIUS FUND DISTRIBUTORS, LLC
Underwriting Agreement • December 16th, 2005 • Z Seven Fund Inc • Nebraska

AGREEMENT made this day of 2005, by and between Z-SEVEN FUND, INC., a Maryland corporation, having its principal office and place of business at 1819 South Dobson Road, Suite 207, Mesa, Arizona 85202 (the “Trust”), and AQUARIUS FUND DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 1005 South 107th Ave., Suite 201, Omaha, Nebraska 68114 (“AFD”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 16th, 2005 • Z Seven Fund Inc • New York

THIS INVESTMENT ADVISORY AGREEMENT, dated _________________, made and entered into by and between Z-Seven Fund, Inc., a Maryland corporation (hereinafter called the "Investment Company") and TOP Fund Management, Inc., a New York Corporation (hereinafter called the "Adviser").

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