0000910472-07-000090 Sample Contracts

UNDERWRITING AGREEMENT Between Z-SEVEN FUND, INC. and AQUARIUS FUND DISTRIBUTORS, LLC
Underwriting Agreement • March 9th, 2007 • Z Seven Fund Inc • Nebraska

AGREEMENT made this 29th day of December 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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FUND ACCOUNTING SERVICE AGREEMENT Between Z-Seven Fund, Inc. and INDEX
Fund Accounting Service Agreement • March 9th, 2007 • Z Seven Fund Inc • New York

AGREEMENT made as of the ____ day of ______ 2005 by and between the Z-Seven Fund, Inc. a corporation organized under the laws of the state of Maryland, having its principal office and place of business at 1819 South Dobson Road, Suite 207, Mesa, Arizona 85202-5656 the “Company”), and Gemini Fund Services LLC, a Nebraska limited liability company having its principal office and place of business at the Hauppauge Corporate Center, 150 Motor Parkway, Suite 205, Hauppauge, New York 11788 (“GFS”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 9th, 2007 • Z Seven Fund Inc • New York

THIS INVESTMENT ADVISORY AGREEMENT, dated April 1, 2006, 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").

ADMINISTRATION SERVICE AGREEMENT between Z-Seven Fund, Inc. and
Administration Service Agreement • March 9th, 2007 • Z Seven Fund Inc • New York

AGREEMENT made as of the ___ day of _______ 2005, by and between the Z-Seven Fund, Inc., a corporation organized under the laws of Maryland, , having its principal office and place of business at 1819 South Dobson Road, Suite 207, Mesa, Arizona 85202-5656 (the "Company") and Gemini Fund Services, LLC, a Nebraska limited liability company having its principal office and place of business at the Hauppauge Corporate Center, 150 Motor Parkway, Suite 205, Hauppauge, New York 11788 (“GFS”).

TRANSFER AGENCY SERVICE AGREEMENT
Transfer Agency Service Agreement • March 9th, 2007 • Z Seven Fund Inc • New York

AGREEMENT made this _____ day of ____________ 200 5 , by and between the Z-Seven Fund, Inc. a corporation organized under the laws of Maryland , having its principal office and place of business at 1819 South Dobson Road, Suite 207, Mesa, Arizona 85202-5656 (the “ Company ”), and Gemini Fund Services, LLC., a Nebraska limited liability company having its principal office at 150 Motor Parkway, Hauppauge, NY 11788 (“GFS”).

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