BOYAR VALUE FUND INC
N-30D, 1999-09-01
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================================================================================

                             BOYAR VALUE FUND, INC.
                             ----------------------

                               SEMI-ANNUAL REPORT
                                  June 30, 1999

                                   (Unaudited)

                                  FUND MANAGER
                                  ------------
                     LADENBURG THALMANN FUND MANAGEMENT INC.
                               590 Madison Avenue
                               New York, NY 10022


     INVESTMENT ADVISER                                    ADMINISTRATOR
     ------------------                                    -------------
BOYAR ASSET MANAGEMENT, INC.                     COUNTRYWIDE FUND SERVICES, INC.
     35 East 21st Street                                 312 Walnut Street
     New York, NY 10010                                    P.O. Box 5354
       1.212.995.8300                                Cincinnati, OH 45201-5354
                                                          1.800.266.5566

================================================================================

<PAGE>

                                                                August 30, 1999

Dear Shareholder:

A LOOK BACK AT THE  QUARTER  AND THE FIRST SIX MONTHS OF THE YEAR WITH A WORD OF
     CAUTION
- --------------------------------------------------------------------------------

- -    Just when you thought you had the stock  market all figured  out, the rules
     changed.

- -    For the past few years,  all you had to do was invest in the common  shares
     of big U.S. enterprises. The faster the businesses were growing, the better
     the performance.  Many investors concluded that large capitalization growth
     investing  was the only way to go.  After all,  during that time frame most
     other investment strategies turned in stone-cold performances.

- -    But everything is now topsy-turvy,  as a dramatic shift in market sentiment
     has begun to unfold.  Since April, fast growing megasize  companies such as
     software leader Microsoft and Internet company America Online can no longer
     claim to be the dominant  drivers of the stock  market.  Instead,  cyclical
     companies including  long-shunned  chemical stocks and metals companies are
     shining, as are those in some long-suffering overseas markets.

- -    The returns  captured by the leading indices during the first six months of
     the  current  year  ranged  from a high of 22.7% for the  technology  laden
     NASDAQ to 9.3% for the small-capitalization Russell 2000. During the second
     quarter,  however,  the Russell 2000 put on a spectacular show, besting all
     the indices and returning a stellar  15.6%.  What makes the Russell  2000's
     performance  during the second  quarter  even more  remarkable,  is that it
     reversed a -5.4% return garnered during the initial quarter of the year.

- -    Every so often I must remind our clients that even the best  companies  can
     get temporarily overvalued,  and it may take some time for the fundamentals
     to play catch up.  Furthermore,  the 20%  returns  captured  by the leading
     indices  during the past four years are  clearly  unsustainable.  It is our
     expectation  that in the not too distant future these types of results will
     regress to the mean of the past 65 years,  which approximates 11%. In fact,
     it is not  inconceivable  and quite probable that stock market returns,  as
     measured by the leading indices, could even fall short of that number for a
     few years.

- -    Boyar Value Fund experienced  favorable  comparative  results for the first
     six months of the current calendar year:

                 SIX MONTHS ENDED JUNE 30TH COMPARATIVE RESULTS
                 ----------------------------------------------
                            Russell 2000   Russell Midcap   Russell 2000
         Boyar Value Fund       Index          Value         Value Index
         ----------------       -----          -----         -----------
              +14.2%            +9.3%          +7.7%            +5.3%

HOW INVESTORS SHOULD VIEW STOCK MARKET CORRECTIONS
- --------------------------------------------------

- -    The short quiz that follows was created by investor extraordinaire,  Warren
     Buffett, and appeared in Berkshire Hathaway's 1997 Annual Report...

- -    A short quiz: If you plan to eat  hamburgers  throughout  your life and are
     not a cattle producer, should you wish for higher or lower prices for beef?
     Likewise, if you are going to buy a car from time to time,

<PAGE>

     but are not an auto  manufacturer,  should you  prefer  higher or lower car
     prices? These questions, of course, answer themselves.

- -    But now for the final exam: if you expect to be a net saver during the next
     five years,  should you hope for a higher or lower stock market during that
     period? Many investors get this one wrong. Even though they are going to be
     net  buyers of stocks for many  years to come,  they are elated  when stock
     prices rise and depressed when they fall. In effect,  they rejoice  because
     prices  have  risen for the  "hamburgers"  they will soon be  buying.  This
     reaction makes no sense.  Only those who will be net sellers of equities in
     the near  future  should  be  happy  at  seeing  stocks  rise.  Prospective
     purchasers much prefer sinking prices.

- -    So smile  when you read a  headline  that  says  "Investors  Lose as Market
     Falls."  Edit it in your mind to  "Disinvestors  Lose as Market Falls - but
     Investors Gain." Though financial  writers often forget this truism,  there
     is a buyer for every seller and what hurts one necessarily helps the other.

- -    Virtually all  investors  gained  enormously  from the low prices placed on
     many equities and  businesses  in the 1970's and 1980's.  Markets that then
     were  hostile to  investment  transients  were  friendly to those taking up
     permanent  residence.  In recent years the actions  taken by virtually  any
     long-term investor during those decades have been validated, but of late it
     has  become  increasingly  more  difficult  to find new  opportunities.  We
     continue to search each and every day for new investments,  but it may take
     quite  some  time to find the  enormous  number  of  opportunities  that so
     excited us in the prior two decades.

BOYAR VALUE FUND'S INVESTMENT MISSION
- -------------------------------------

- -    The  Boyar  Value  Fund  strives  to  be  a   risk-averse,   tax-efficient,
     value-oriented  domestic  common stock  portfolio  consisting  primarily of
     various  equities of public  companies  which we feel the stock  market has
     unduly discounted.  Our goal is, through extensive fundamental research, to
     ferret out intrinsically  undervalued U.S.  corporations and purchase their
     shares at low prices  relative to what we perceive as their inherent worth.
     We believe  that this can lead to the  potential  for  significant  capital
     appreciation, as well as create a "margin of safety" for our investments.

- -    The  intrinsic  value of a  corporation,  as we define it, is the estimated
     current worth that would accrue to the  stockholders  of a company,  either
     through liquidation of corporate assets upon termination of operations,  or
     through  the  sale or  merger  of the  entire  enterprise  as a  continuing
     business. In our opinion and experience, over an investment time horizon of
     three  to  five  years,  these  undervalued   corporations  often  will  be
     re-evaluated  upward by the stock  market or the assets of the company will
     be acquired by a third party.

- -    At the same time,  this long-term "buy and hold" strategy allows capital to
     compound  without the  return-eroding  effects of  commissions  and capital
     gains taxes.  Such an orientation  may sound stodgy,  but we firmly believe
     this  approach is as important to  investment  success as picking the right
     stocks at the right price and the right time.

If you have any questions please do not hesitate to call (212) 995-8300.

                                                 Very truly yours,

                                                 /s/ Mark A. Boyar

                                                 Mark A. Boyar
                                                 Chief Investment Officer

<PAGE>

                             BOYAR VALUE FUND, INC.

                       STATEMENT OF ASSETS AND LIABILITIES

                                 June 30, 1999
                                   (Unaudited)

ASSETS
     Investment securities:
          At acquisition cost                                       $ 3,599,406
                                                                    ===========
          At market value (Note 1)                                  $ 3,887,043
     Dividends receivable                                                 4,360
     Receivable for capital shares sold                                  10,000
     Receivable from Adviser (Note 3)                                    16,022
     Organization expenses, net (Note 1)                                 68,159
     Other assets                                                        24,072
                                                                    -----------
          TOTAL ASSETS                                                4,009,656
                                                                    -----------

LIABILITIES
     Payable for securities purchased                                   104,859
     Payable for capital shares redeemed                                    150
     Payable to affiliates (Note 3)                                       4,200
     Other accrued expenses and liabilities                               2,812
                                                                    -----------
          TOTAL LIABILITIES                                             112,021
                                                                    -----------

NET ASSETS                                                          $ 3,897,635
                                                                    ===========

NET ASSETS CONSIST OF:
Paid-in capital                                                     $ 3,563,802
Accumulated net investment loss                                            (175)
Accumulated net realized gains from security transactions                46,371
Net unrealized appreciation on investments                              287,637
                                                                    -----------
NET ASSETS                                                          $ 3,897,635
                                                                    ===========

Shares of beneficial interest outstanding (1,000,000,000
     shares authorized, $0.001 par value)                               351,173
                                                                    ===========

Net asset value, offering price, and redemption                     $     11.10
     price per share (Note 1)                                       ===========


See accompanying notes to financial statements.

<PAGE>

                             BOYAR VALUE FUND, INC.

                             STATEMENT OF OPERATIONS

                     For the Six Months Ended June 30, 1999
                                   (Unaudited)

INVESTMENT INCOME
     Dividends                                                      $    23,709
                                                                    -----------
EXPENSES
     Accounting services fees (Note 3)                                   12,000
     Amortization of organization expenses (Note 1)                       8,890
     Insurance expense                                                    7,350
     Transfer agent fees (Note 3)                                         7,200
     Investment advisory fees (Note 3)                                    6,824
     Management fees (Note 3)                                             6,824
     Directors' fees and expenses                                         6,000
     Administrative services fees (Note 3)                                6,000
     Custodian fees                                                       4,149
     Distribution expenses (Note 3)                                       3,412
     Shareholder report costs                                             2,386
     Postage and supplies                                                 2,298
     Registration fees                                                    2,256
     Professional fees                                                    2,250
     Other expenses                                                         349
                                                                    -----------
          TOTAL EXPENSES                                                 78,188
     Fees waived and expenses reimbursed (Note 3)                       (54,304)
                                                                    -----------
          NET EXPENSES                                                   23,884
                                                                    -----------

NET INVESTMENT LOSS                                                        (175)
                                                                    -----------
REALIZED AND UNREALIZED GAINS ON INVESTMENTS
     Net realized gains from security transactions                       46,371
     Net change in unrealized appreciation/depreciation
          on investments                                                300,877
                                                                    -----------

NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS                        347,248
                                                                    -----------

NET INCREASE IN NET ASSETS FROM OPERATIONS                          $   347,073
                                                                    ===========

See accompanying notes to financial statements.

<PAGE>

                             BOYAR VALUE FUND, INC.

                       STATEMENTS OF CHANGES IN NET ASSETS

                                                 Six Months           Period
                                                    Ended              Ended
                                                June 30, 1999       December 31,
                                                 (Unaudited)          1998 (a)
                                                 -----------        -----------
FROM OPERATIONS
     Net investment income (loss)                $      (175)       $     4,938
     Net realized gains from security                 46,371                  -
          transactions
     Net change in unrealized appreciation/
          depreciation on investments                300,877            (13,240)
                                                 -----------        -----------

Net increase (decrease) in net assets                347,073             (8,302)
                                                 -----------        -----------
DISTRIBUTIONS TO SHAREHOLDERS
     From net investment income                            -             (4,938)
                                                 -----------        -----------
FROM CAPITAL SHARE TRANSACTIONS
     Proceeds from shares sold                     2,176,705          1,324,959
     Net asset value of shares issued in
          reinvestment of distributions
          to shareholders                                  -              4,409
     Payments for shares redeemed                    (41,970)              (301)
                                                 -----------        -----------
Net increase in net assets from capital
     share transactions                            2,134,735          1,329,067
                                                 -----------        -----------

TOTAL INCREASE IN NET ASSETS                       2,481,808          1,315,827

NET ASSETS
     Beginning of period (Note 1)                  1,415,827            100,000
                                                 -----------        -----------

     End of period                               $ 3,897,635        $ 1,415,827
                                                 ===========        ===========

CAPITAL SHARE ACTIVITY
     Sold                                            209,605            135,214
     Reinvested                                            -                453
     Redeemed                                         (4,066)               (33)
                                                 -----------        -----------
     Net increase in shares outstanding              205,539            135,634
     Shares outstanding, beginning of
          period (Note 1)                            145,634             10,000
                                                 -----------        -----------
     Shares outstanding, end of period               351,173            145,634
                                                 -----------        -----------

(a)  Represents  the period from the  commencement  of operations  (May 5, 1998)
     through December 31, 1998.

See accompanying notes to financial statements.

<PAGE>

                             BOYAR VALUE FUND, INC.

                              FINANCIAL HIGHLIGHTS

           Selected Per Share Data and Ratios for a Share Outstanding
                             Throughout Each Period

<TABLE>
<CAPTION>
                                                   Six Months            Period
                                                      Ended               Ended
                                                  June 30, 1999        December 31,
                                                   (Unaudited)           1998 (a)
                                                   -----------         -----------
<S>                                                <C>                 <C>
Net asset value at beginning of period             $      9.72         $     10.00
                                                   -----------         -----------
Income (loss) from investment operations:
     Net investment income (loss)                           --                0.03
     Net realized and unrealized gains                    1.38               (0.28)
          (losses) on investments
                                                   -----------         -----------
Total from investment operations                          1.38               (0.25)
                                                   -----------         -----------
Less distributions:
     From net investment income                             --               (0.03)
                                                   -----------         -----------

Net asset value at end of period                   $     11.10         $      9.72
                                                   ===========         ===========

Total return                                            14.20%              (2.46%)
                                                   ===========         ===========

Net assets at end of period                        $ 3,897,635         $ 1,415,827
                                                   ===========         ===========

Ratio of net expenses to average net assets (b)          1.75%(c)            1.75%(c)

Ratio of net investment income (loss) to                (0.01%)(c)           0.66%(c)
     average net assets

Portfolio turnover rate                                    13%(c)               0%
</TABLE>

(a)  Represents  the period from the  commencement  of operations  (May 5, 1998)
     through December 31, 1998.
(b)  Absent  fees  waived and  expenses  reimbursed,  the ratio of  expenses  to
     average net assets would have been 5.73% (c) and 13.19% (c) for the periods
     ended June 30, 1999 and December 31, 1998, respectively (Note 3).
(c)  Annualized.

See accompanying notes to financial statements.

<PAGE>

                             BOYAR VALUE FUND, INC.

                            PORTFOLIO OF INVESTMENTS

                                  June 30, 1999
                                   (Unaudited)

                                                                        Market
    Shares                                                              Value
    ------                                                              -----
           COMMON STOCKS - 65.9%
           CONSUMER, CYCLICAL - 38.0%
    1,800     CBS Corp.                                             $    78,187
    3,060     Chris-Craft Industries, Inc. (a)                          144,202
    1,900     Dow Jones & Company, Inc.                                 100,819
   15,000     Hanover Direct, Inc.                                       42,187
    3,600     Hilton Hotels Corp.                                        51,075
      200     IMS Health, Inc.                                            6,250
    7,900     Loehmann's, Inc. (a)                                          869
    1,500     Meredith Corp.                                             51,937
    2,100     Midas, Inc.                                                59,588
    6,000     Mirage Resorts, Inc. (a)                                  100,500
    4,000     Neiman Marcus Group, Inc. (The)                           102,750
       33     Nielsen Media Research, Inc.                                  965
    9,500     Olsten Corp.                                               59,969
    1,300     Park Place Entertainment Corp. (a)                         12,594
   15,000     Pier 1 Imports, Inc.                                      168,750
    2,400     Playboy Enterprises, Inc. - Class B (a)                    63,750
    1,100     Reader's Digest Association, Inc. (The) - Class A          43,725
   17,100     Spiegel, Inc. (a)                                         151,763
    2,000     Time Warner, Inc.                                         147,000
    4,600     Toys "R" Us, Inc. (a)                                      95,162
                                                                    -----------
                                                                      1,482,042
                                                                    -----------

           CONSUMER, NON-CYCLICAL - 9.6%
    4,800     Cross (A.T.) Co. - Class A                                 26,700
    2,500     Seagram Company Ltd. (The)                                125,938
    4,500     Service Corporation International                          86,625
    2,000     Tupperware Corp.                                           51,000
    4,600     Whitman Corp.                                              82,800
                                                                    -----------
                                                                        373,063
                                                                    -----------

           FINANCIAL SERVICES - 13.1%
      500     Chase Manhattan Corp. (The)                                43,313
    3,450     Citigroup, Inc.                                           163,875
    5,800     CoVest Bancshares, Inc.                                    86,275
    3,500     Lehman Brothers Holdings, Inc.                            217,875
                                                                    -----------
                                                                        511,338
                                                                    -----------

           INDUSTRIAL - 2.9%
    4,000     Diebold, Inc.                                             115,000
                                                                    -----------

<PAGE>

                             BOYAR VALUE FUND, INC.

                            PORTFOLIO OF INVESTMENTS

                                  June 30, 1999
                                   (Unaudited)

                                                                        Market
    Shares                                                              Value
    ------                                                              -----

           COMMON STOCKS - 65.9% (Continued)
           TECHNOLOGY - 2.3%
    2,000     Boeing Co. (The)                                      $    88,375
                                                                    -----------

           TOTAL COMMON STOCKS (COST $2,282,181)                    $ 2,569,818
                                                                    -----------

           MONEY MARKET FUND - 33.8%
1,317,225     Firstar Stellar Treasury Fund (Cost $1,317,225)       $ 1,317,225
                                                                    -----------

           TOTAL INVESTMENT SECURITIES - 99.7% (COST $3,599,406)    $ 3,887,043

           OTHER ASSETS IN EXCESS OF LIABILITIES - 0.3%                  10,592
                                                                    -----------

           NET ASSETS - 100.0%                                      $ 3,897,635
                                                                    ===========

(a) Non-income producing security.

See accompanying notes to financial statements.

<PAGE>

                             BOYAR VALUE FUND, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 1999

                                   (Unaudited)

1.   SIGNIFICANT ACCOUNTING POLICIES

Boyar Value  Fund,  Inc.  (the  Fund),  is  registered  as a no-load,  open-end,
diversified  management  investment  company under the Investment Company Act of
1940 (the 1940 Act), and was incorporated on February 28, 1997 under the laws of
the State of Maryland.  The Fund was  capitalized on November 19, 1997, when the
initial 10,000 shares of the Fund were purchased at $10.00 per share. Except for
the  initial  purchase  of  shares,  the  Fund  had no  operations  prior to the
commencement of operations on May 5, 1998.

The Fund seeks to provide long-term capital  appreciation  through investment in
equity  securities  which  are  believed  by  the  Adviser  to be  intrinsically
undervalued.

The following is a summary of the Fund's significant accounting policies:

Securities  valuation -- The Fund's  portfolio  securities  are valued as of the
close  of  business  of the  regular  session  of the New  York  Stock  Exchange
(normally  4:00 p.m.,  Eastern  Time).  Securities  traded on a  national  stock
exchange  or quoted by NASDAQ are  valued at their  closing  sales  price on the
principal  exchange  where  the  security  is  traded  or,  if not  traded  on a
particular  day,  at their  closing  bid  price.  Securities  for  which  market
quotations  are not  readily  available  are  valued  at  their  fair  value  as
determined  in good faith in accordance  with  consistently  applied  procedures
established by and under the general supervision of the Board of Directors.

Share valuation -- The net asset value per share of the Fund is calculated daily
by  dividing  the total value of the Fund's  assets,  less  liabilities,  by the
number of shares outstanding.  The offering price and redemption price per share
of the Fund is equal to the net asset value per share.

Investment  income and  distributions  to  shareholders  --  Interest  income is
accrued  as  earned.  Dividend  income  is  recorded  on the  ex-dividend  date.
Dividends arising from net investment income are declared and paid annually. Net
realized  short-term  capital gains,  if any, may be distributed  throughout the
year and net realized  long-term capital gains, if any, are distributed at least
once each year.  Income dividends and capital gain  distributions are determined
in accordance with income tax regulations.

Organization  expenses -- Expenses of organization have been capitalized and are
being amortized on a straight-line basis over five years.

Security  transactions -- Security transactions are accounted for on trade date.
Securities sold are determined on a specific identification basis.

<PAGE>

                             BOYAR VALUE FUND, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 1999

                                   (Unaudited)

Estimates  --  The  preparation  of  financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the  financial  statements  and the  reported  amounts of income and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

Federal  income  tax -- It is the  Fund's  policy  to  comply  with the  special
provisions  of the Internal  Revenue  Code  applicable  to regulated  investment
companies.  As provided therein, in any fiscal year in which a Fund so qualifies
and  distributes  at least 90% of its taxable net income,  the Fund (but not the
shareholders) will be relieved of federal income tax on the income distributed.
Accordingly, no provision for income taxes has been made.

In  order  to  avoid  imposition  of the  excise  tax  applicable  to  regulated
investment companies, it is also the Fund's intention to declare as dividends in
each calendar year at least 98% of its net investment  income (earned during the
calendar  year) and 98% of its net realized  capital  gains  (earned  during the
twelve months ended October 31) plus undistributed amounts from prior years.

As of June  30,  1999,  based  upon a  federal  income  tax  cost  of  portfolio
investments of $3,599,406, the Fund had net unrealized appreciation of $287,637,
consisting of $418,403 of gross  unrealized  appreciation  and $130,766 of gross
unrealized depreciation.

2.   INVESTMENT TRANSACTIONS

For the six months ended June 30,  1999,  cost of  purchases  and proceeds  from
sales of portfolio securities,  other than short-term  investments,  amounted to
$1,331,570 and $119,252, respectively.

3.   TRANSACTIONS WITH AFFILIATES

The business  activities of the Fund are  supervised  under the direction of the
Board of Directors, which is responsible for the overall management of the Fund.
Ladenburg  Thalmann  Fund  Management  Inc.  (the  Manager) is  responsible  for
managing the daily business operations of the Fund. Boyar Asset Management, Inc.
(the Adviser)  provides  continuous  advisory services to the Fund and Ladenburg
Thalmann & Co. Inc.  (LTCI) acts as distributor  of the Fund's shares.  The Fund
has employed  Countrywide Fund Services,  Inc. (CFS) to provide  administration,
accounting and transfer agent  services.  Certain  Directors and officers of the
Fund are also officers of the Manager, the Adviser, LTCI or CFS.

<PAGE>

                             BOYAR VALUE FUND, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 1999

                                   (Unaudited)

MANAGEMENT AGREEMENT AND INVESTMENT ADVISORY AGREEMENT
Pursuant  to a  Management  Agreement  with the  Fund,  the  Manager,  under the
supervision of the Board of Directors, oversees the daily operations of the Fund
and  supervises the  performance of  administrative  and  professional  services
provided by others,  including the Adviser. As compensation for its services and
the  related  expenses  borne by the  Manager,  the  Fund  pays  the  Manager  a
management fee,  computed and accrued daily and paid monthly,  at an annual rate
of 0.50% of its average daily net assets.

Pursuant to an Investment  Advisory Agreement with the Manager,  the Adviser and
the Fund, the Adviser agrees to furnish continuous  investment advisory services
to the  Fund.  For  these  services,  the Fund pays the  Adviser  an  investment
advisory fee, which is computed and accrued daily and paid monthly, at an annual
rate of 0.50% of its average daily net assets.

The Manager  currently  intends to waive its management fees and reimburse other
operating  expenses of the Fund, and the Adviser  currently intends to waive its
investment  advisory fees, to the extent  necessary to limit the total operating
expenses of the Fund to 1.75% of average daily net assets.  In  accordance  with
the above  limitation,  the Manager  voluntarily  waived its management  fees of
$6,824 and reimbursed the Fund for $40,656 of other operating expenses,  and the
Adviser  voluntarily  waived its investment  advisory fees of $6,824 for the six
months ended June 30, 1999.

ADMINISTRATION AGREEMENT
Under the terms of an  Administration  Agreement  between the Fund and CFS,  CFS
supplies   non-investment   related  statistical  and  research  data,  internal
regulatory compliance services and executive and administrative services for the
Fund. CFS supervises the preparation of tax returns,  reports to shareholders of
the Fund, reports to and filings with the Securities and Exchange Commission and
state  securities  commissions,  and  materials  for  meetings  of the  Board of
Directors.  For these services,  CFS receives a monthly fee at an annual rate of
0.15% of the Fund's  average daily net assets up to $50 million;  0.125% of such
assets from $50 million to $100  million;  and 0.10% of such assets in excess of
$100 million, subject to a monthly minimum fee of $1,000.

TRANSFER AGENT AGREEMENT
Under the terms of a Transfer Agent,  Dividend  Disbursing,  Shareholder Service
and Plan Agency Agreement between the Fund and CFS, CFS maintains the records of
each shareholder's  account,  answers  shareholders'  inquiries concerning their
accounts,  processes  purchases and  redemptions of the Fund's  shares,  acts as
dividend  and  distribution  disbursing  agent and  performs  other  shareholder
service functions.  For these services,  CFS receives a monthly fee at an annual
rate of $18 per shareholder account, subject to a monthly minimum fee of $1,200.
In addition, the Fund pays CFS out-of-pocket expenses including, but not limited
to, postage and supplies.

<PAGE>

                             BOYAR VALUE FUND, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 1999

                                   (Unaudited)

ACCOUNTING SERVICES AGREEMENT
Under the terms of an Accounting  Services  Agreement  between the Fund and CFS,
CFS  calculates  the daily net asset value per share and maintains the financial
books and records of the Fund. For these  services,  CFS receives a monthly fee,
based on current net assets, of $2,000 from the Fund. In addition, the Fund pays
CFS certain  out-of-pocket  expenses incurred by CFS in obtaining  valuations of
the Fund's portfolio securities.

SHAREHOLDER SERVICING AND DISTRIBUTION PLAN
The Fund has adopted a Shareholder  Servicing and  Distribution  Plan (the Plan)
pursuant  to Rule 12b-1  under the 1940 Act.  The Plan  provides  that a monthly
service fee is  calculated by the Fund at an annual rate of 0.25% of its average
daily net assets and is paid to LTCI, as  distributor,  to provide  compensation
for ongoing services and/or maintenance of the Fund's shareholder accounts,  not
otherwise  required to be  provided  by the  Adviser or CFS.  For the six months
ended June 30, 1999, the Fund incurred $3,412 of distribution expenses under the
Plan.



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