0000910472-07-000179 Sample Contracts

EXPENSE LIMITATION AGREEMENT BOYAR VALUE FUND, INC.
Expense Limitation Agreement • April 26th, 2007 • Boyar Value Fund Inc • New York

EXPENSE LIMITATION AGREEMENT, effective as of April 18, 2007 by and among Boyar Asset Management, Inc. (the “Adviser”), Ladenburg Thalmann Fund Management LLC (the “Manager”), Ladenburg Thalmann & Co., Inc. (the “Distributor”) and Boyar Value Fund, Inc. (the “Fund”), on behalf of each class of shares of the Fund set forth in Schedule A attached hereto.

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CONSULTING AGREEMENT
Consulting Agreement • April 26th, 2007 • Boyar Value Fund Inc • New York

This Consulting Agreement (the “Agreement”) is effective June 1, 2006, between FUND COMPLIANCE SERVICES, LLC, a Nebraska limited liability company located at 450 Wireless Boulevard, Hauppauge, NY 11788 (“FCS”), and THE BOYAR VALUE FUND, INC. a registered investment company organized as a Maryland Corporation, located at 450 Wireless Boulevard, Hauppauge, NY 11788 (the "Fund").

CUSTODY AGREEMENT
Custody Agreement • April 26th, 2007 • Boyar Value Fund Inc • New York

AGREEMENT, dated as of July 22, 2005 and amended September 12, 2006, between Boyar Value Fund, Inc., incorporated and existing under the laws of the State of Maryland having its principal office and place of business at 590 Madison Avenue, New York, New York 10022 (the “Fund”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

MUTUAL FUND SERVICES AGREEMENT
Mutual Fund Services Agreement • April 26th, 2007 • Boyar Value Fund Inc • New York

This Mutual Fund Services Agreement (“Agreement”) is entered into by and among Prudential Investment Management Services LLC (“PIMS”), Prudential Investments LLC (“PI”), (PIMS and PI collectively referred to as “Service Provider”), and Fund Affiliate (defined below) on behalf of each of its registered investment companies (collectively, the “Fund Company”) and each of its series or classes of shares (“Funds”) to be included on the Platform as described below.

SELLING AGREEMENT
Selling Agreement • April 26th, 2007 • Boyar Value Fund Inc • New York
Pershing LLC One Pershing Plaza Jersey City, NJ 07399 OPERATING AGREEMENT
Operating Agreement • April 26th, 2007 • Boyar Value Fund Inc • New York

This Operating Agreement (the “Agreement”) is made effective as of this ____ day of ___________, 20__, by and among each of the funds listed on Schedule A attached hereto which may be amended by mutual agreement of the parties in writing (“Funds”) _______________ (“Distributor”), a _____________________, and Pershing LLC (“Clearing Broker”), a Delaware limited liability company.

ADMINISTRATION SERVICE AGREEMENT* Schedule B FEES AND EXPENSES*
Administration Service Agreement • April 26th, 2007 • Boyar Value Fund Inc
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