Deregistration Application (Form N-8F)

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):
			X			Merger
						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?
			X			Initial Application
						Amendment

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 [email protected]

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):
			X			Management company;
						Unit investment trust; or
						Face-amount certificate company.

9.			Subclassification if the fund is a management company (check only one):
			X			Open 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
			X			No
			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?
						X			Yes
									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?
						X			Yes
									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?

Yes

X

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, Not Applicable
			(a)			How many shareholders does the fund have as of the date this form is filed?
			(b)			Describe the relationship of each remaining shareholder to the fund:

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
			X			No
			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
			X			No
			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
			X			No
			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.

September 11, 2025