Form N-8F/A MATRIX ADVISORS VALUE

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December 10, 2025 1:43 PM EST

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________

FORM N-8F
_______________________________________________

APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED INVESTMENT COMPANIES
I.General Identifying Information
1.
Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above):
XMerger
Liquidation
Abandonment of Registration
(Note: Abandonment of Registration answer only questions 1 through 15, 24 and 25 of this form and complete verification at the end of the form.)
Election of status as a Business Development Company
(Note: Business Development Companies answer only questions 1 through 10 of this form and complete verification at the end of the form.)
2.
Name of fund:
Matrix Advisors Value Fund, Inc.
3.
Securities and Exchange Commission File No.:
811-03758
4.Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?
Initial Application  
XAmendment
5.Address of Principal Executive Office (include No. & Street, City, State, Zip Code):
10 Bank Street, Suite 590
White Plains, New York 10606
6.Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form:
Marissa Pawlinski
U.S. Bank Global Fund Services
U.S. Bank Center Milwaukee
777 E Wisconsin Ave, Milwaukee WI, 53202
(414)-516-1825
marissa.pawlinski@usbank.com


7.Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with Rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
Matrix Asset Advisors, Inc.
10 Bank Street Suite 590
White Plains, NY 10606
(212) 486-2004
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
(414) 287-3700
Quasar Distributors, LLC
190 Middle Street, Suite 301
Portland, ME 04101
(866) 251-6920
NOTE: Once deregistered, a fund is still required to maintain and preserve the records described in rules 31a-1 and 31a-2 for the periods specified in those rules.
8.Classification of fund (check only one):
XManagement company;
Unit investment trust; or
Face-amount certificate company.
9.Subclassification if the fund is a management company (check only one):
XOpen end
Closed end
10.
State law under which the fund was organized or formed (e.g., Delaware, Massachusetts):
Maryland
11.Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund’s contracts with those advisers have been terminated:
Matrix Asset Advisors, Inc.
10 Bank Street Suite 590
White Plains, NY 10606
12.Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund’s contracts with those underwriters have been terminated:
Quasar Distributors, LLC
190 Middle Street, Suite 301
Portland, ME 04101
13.If the fund is a unit investment trust (“UIT”) provide:
(a)
Depositors’ name(s) and address(es):
Not Applicable
(b)
Depositors’ name(s) and address(es):
Not Applicable


14.
Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)?
Yes
XNo
If Yes, for each UIT state (name, file no. and business address):
Not Applicable
15.(a)Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?
XYes
No
If Yes, state the date on which the board vote took place:
November 1, 2024
If No, explain:
Not Applicable
(b)Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?
XYes
No
If Yes, state the date on which the shareholder vote took place:
January 30, 2025
If No, explain:
Not Applicable


II.Distributions to Shareholders
16.Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?
X
Yes
No
(a)
If Yes, list the date(s) on which the fund made those distributions:
February 12, 2025
(b)Were the distributions made on the basis of net assets?
XYes
No
(c)
Were the distributions made pro rata based on share ownership?
X
Yes
No
(d)
If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated:
Not Applicable
(e)
Liquidations only:
Were any distributions to shareholders made in kind?
Not Applicable
Yes
X
No
If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders:
Not Applicable
17.
Closed-end funds only:
Has the fund issued senior securities?
Not Applicable
Yes
No
If Yes, describe the method of calculating payments to senior security holders and distributions to other shareholders:
Not Applicable


18.
Has the fund distributed all of its assets to the fund’s shareholders?

Yes
X
No
If No,
(a)
How many shareholders does the fund have as of the date this form is filed?
None. Following shareholder approval of a proposed reorganization between the Fund and its Acquiring Shell Fund, all assets and shareholders were transferred to the Acquiring Shell Fund on February 24, 2025. Each shareholder received the number of shares of the Acquiring Shell Fund having an aggregate net asset value equal to the value of the shares of the Fund held by the shareholder, such that the value of the shareholder’s account with the Acquiring Shell Fund immediately after the reorganization was the same as the value of the shareholder’s account with the Fund immediately prior to the reorganization.
(b)Describe the relationship of each remaining shareholder to the fund:
The Fund has no remaining shareholders.
19.Are there any shareholders who have not yet received distributions in complete liquidation of their interests?
Yes
X
No
If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders?
Not Applicable

III.Assets and Liabilities
20.Does the fund have any assets as of the date this form is filed?
Yes
X
No
If Yes,

(a)Describe the type and amount of each asset retained by the fund as of the date this form is filed:
(b)Why has the fund retained the remaining assets?
(c)Will the remaining assets be invested in securities?
Yes
No
21.Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities?
Yes
X
No
If Yes,

(a)Describe the type and amount of each debt or other liability:
(b)How does the fund intend to pay these outstanding debts or other liabilities?



















IV.Information About Event(s) Leading to Request For Deregistration
22.(a)List the expenses incurred in connection with Merger or Liquidation:
(i)
Legal expenses:
Total Legal Expenses: $62,500
Total legal expenses include the following: Proxy Legal Costs: $32,500; Tax Opinion: $15,000; Attorney Fees: $15,000

(ii)
Accounting expenses: N/A
   

(iii)
Other expenses (list and identify separately):
Proxy Solicitor and Printing Costs: $15,090; Registration/SEC Filing and Launch Fees:$35,000; Conversion/Software Expenses: $11,000; Board Meeting & Preparation Materials: $5,889.25

(iv)
Total expenses (sum of lines (i)-(iii) above): $129,479.25
(b)
How were those expenses allocated?
All expenses paid as a result of the merger were paid by Matrix Asset Advisors, Inc.

(c)
Who paid those expenses?
Matrix Asset Advisors, Inc.
(d)
How did the fund pay for unamortized expenses (if any)?
 A reserve of the February 2025 Matrix Asset Advisors, Inc. investment fee was created for unamortized expenses not paid prior to the merger.
23.Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?
Yes
XNo
If Yes, cite the release numbers of the Commission’s notice and order or, if no notice or order has been issued, the file number and date the application was filed:
Not Applicable


V.Conclusion of Fund Business
24.Is the fund a party to any litigation or administrative proceeding?
Yes
XNo
If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation:
Not Applicable
25.Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?
Yes
XNo
If Yes, describe the nature and extent of those activities:

VI.Mergers Only
26.(a)
State the name of the fund surviving the Merger:
Matrix Advisors Value ETF
(b)
State the Investment Company Act file number of the fund surviving the Merger:
811-22961
(c)
If the merger or reorganization agreement has been filed with the Commission, state the file number and date the agreement was filed:
N-14, File No. 811-22961 (SEC Accession No. 0001592900-24-002426) November 27, 2024
(d)
If the merger or reorganization agreement has not been filed with the Commission, attach a copy of the agreement as an exhibit to this form.



VERIFICATION

The undersigned states that (i) he has executed this Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940, as amended, on behalf of Matrix Advisors Funds, Inc. (ii) he is the Matrix Advisors Funds, Inc., Director and (iii) all actions by shareholders, directors, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The undersigned also states that the facts set forth in this Form N-8F application are true to the best of his knowledge,information, and belief.



/s/
David A. Katz
Director of Matrix Advisors Funds, Inc.
December 10, 2025


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