BOYAR VALUE FUND INC
N-30D, 2000-02-24
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================================================================================

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


                                  ANNUAL REPORT
                                December 31, 1999


                                  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>

                                     [LOGO]
                                      BOYAR
                                   VALUE FUND
                                   ----------

                                                                         1/27/00

Dear Shareholder:

A LOOK BACK AT 1999
- -------------------

o    In my  Shareholder  Letter  dated  February  22,  1999 I  pointed  out that
     investors would be wise to reduce their  expectations  when it comes to the
     returns they might be  anticipating  from the stock market  during the next
     few years.  I continued  by saying  that "the 20%  returns  captured by the
     leading  stock  market  indices  during the past four  years  were  clearly
     unsustainable."  ... Well it only took 10 months to be proven wrong. All of
     the leading  indices  advanced by at least 20%,  with the NASDAQ  sprinting
     ahead by a  spectacular  85%, a record  increase  for a stock  market index
     during a one-year period.

o    These  advances,  however,  were  not as  democratic  as they  appear.  For
     example,  technology  stocks now comprise 30% of the S&P 500  weighting ...
     back out the  increase  in the S&P 500  Technology  sector  and the S&P 500
     would have returned  money market rates during 1999.  Approximately  50% of
     the stocks that form the S&P 500 Index were down for the year. Furthermore,
     although  the NASDAQ Index  advanced  85% during  1999,  nearly half of all
     NASDAQ stocks actually fell in price last year.

o    In addition,  within the technology area,  Internet stocks were clearly the
     stellar  performers,  accounting for a significant portion of that sector's
     gain.  In our  opinion,  the stock  market has valued the vast  majority of
     Internet  related   businesses  at  levels  that  have  discounted   almost
     everything,  including  the  hereafter.  Our hunch is that at some point in
     time a great many individuals that have invested in this sector will lose a
     large amount of money.

o    The  increase  in stock  market  speculation  during  1999 also became more
     apparent and  troublesome  for us. Margin debt was up 46.3% year over year,
     and  advanced  $21  billion  or 13.2%  during  the month of  November.  The
     supercharged NASDAQ is turning over its shares at more than three times the
     pace of any major  industrialized  market in the world.  The trading in its
     shares  amounted to more than twice its entire share base; the turnover was
     88 percent in 1990.

o    While the data does not address  different  industries,  some of the NASDAQ
     stocks most popular with online investors trade furiously. The entire share
     base of double-click,  which  specializes in Internet  advertising,  turned
     over 21 times last year.  Investors  traded  shares equal to 16 times those
     available in CMGI,  an incubator for Internet  companies,  and more than 13
     times the shares of Amazon,  the online  retailer.  In the 50 NASDAQ stocks
     with the  heaviest  trading,  investors  held  their  shares for just three
     weeks, on average.

A LOOK AHEAD
- ------------

o    Since 1957 the Standard & Poor's 500 has risen nine times out of ten during
     the fourth year of the four-year  presidential cycle, through 1996, with an
     average return of 10.7%.

o    Since 2000 is a presidential  election year whatever rate hikes the Fed has
     in mind will most probably occur in the early part of the year. George Bush
     still  partially  blames the  Federal  Reserve's  failure to ease  monetary
     policy early enough for his defeat in the last presidential election.

o    Assuming  our  suspicion  is correct and  interest  rates do  stabilize  we
     believe  financial  stocks could be a very rewarding sector during the year
     2000. Remember,  financial service stocks had quite a flurry when lawmakers
     agreed to overhaul the financial system, repealing Depression-Era laws that
     have restricted the banking,

<PAGE>

o    securities  and  insurance  industries  from  expanding  into one another's
     business. Since then higher interest rates have derailed the move.

o    It is our belief that what worked well in the U.S. stock market during 1999
     will disappoint in 2000. Stock picking will be of paramount importance,  as
     the leading  U.S.  stock market  indices play second  fiddle to the average
     stock, something that has not occurred for a number of years.

FUND'S PERFORMANCE
- ------------------

o    For the calendar year ended December 31, 1999 the Boyar Value Fund returned
     14.24%.  The fund's return on equity (return on stocks,  exclusive of cash)
     was 20.3%. Listed below are the comparative results for calendar 1999:

                        CALENDAR 1999 COMPARATIVE RESULTS
                        ---------------------------------

                               RUSSELL         RUSSELL MIDCAP      RUSSELL 2000
     BOYAR VALUE FUND        2000 INDEX            VALUE            VALUE INDEX
     ----------------        ----------            -----            -----------
         +14.24%               +21.26%             -0.11%              -1.49%

o    The Fund continues its endeavor to be a tax efficient fund. During 1999 the
     Fund did not  realize any  securities  gains.  Consequently,  no taxes were
     incurred,  and our after tax return was  precisely  the same as our pre-tax
     return or 14.24%.

o    A number of factors negatively impacted the Fund's performance last year.

LARGE CASH POSITION
- -------------------

o    A  substantial  amount of new money  (relative to the size of the Fund) was
     invested  in Boyar Value Fund last year.  Fund  inflows  approximated  $1.3
     million.  Since it takes a fair  amount  of time to invest  the  cash,  the
     Fund's large cash  position  was only able to return  money  market  rates,
     which negatively impacted the Fund's overall performance.

o    During  1999 value  investing  played  second  fiddle to growth  investing.
     Technology stocks were in vogue throughout the year, and within that sector
     Internet stocks were the rage.  Boyar Value Fund had no investments in that
     sector.

BOYAR VALUE FUND'S PHILOSOPHY AND GOALS:
- ----------------------------------------

o    The Boyar  Value  fund tends to buy the common  shares of  publicly  traded
     businesses that are selling in the market place at significant discounts to
     our estimate of their intrinsic or private market value.

o    Furthermore,  a substantial  number of the businesses that we invest in are
     either not widely followed by the majority of Wall Street  brokerage houses
     or may have  plummeted  in  value  because  they  failed  to meet  analysts
     earnings expectations.

o    Purchasing out of favor companies may inhibit short-term performance, since
     it may take some time for these companies to right themselves. On the other
     hand it does  create a "margin of  safety,"  since most of these  companies
     have plummeted in value by such a margin that most of the downside risk has
     been eliminated.

o    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 businesses may be acquired by a third party.

o    By utilizing  this  long-term  "Buy and Hold" strategy it allows capital to
     compound without the return-eroding effect 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 at the right time.

<PAGE>

o    Since Boyar Value Fund will buy equity  positions in businesses  regardless
     of their  market  capitalization  it will be very  difficult to compare its
     performance to a particular  index. Our goal is to return to investors over
     a complete  market cycle an absolute rate of return that is superior to the
     stock  market's  total  return  over the past 60 years  which  approximates
     10.65%.

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

                                        Very truly yours,

                                        /s/ Mark A. Boyar

                                        Mark A. Boyar
                                        Chief Investment Officer

<PAGE>

        Comparison of the Change in Value of a $10,000 Investment in the
        Boyar Value Fund, Inc., the Russell 2000 Index, the Russell 2000
                 Value Index and the Russell Midcap Value Index

                                                              12/99
                                                              -----
           Boyar Value Fund, Inc.                            $11,143
           Russell 2000 Index                                $10,702
           Russell 2000 Value Index                          $ 8,463
           Russell Midcap Value Index                        $ 9,586

                            ------------------------
                             Boyar Value Fund, Inc.
                           Average Annual Total Return

                            1 Year    Since Inception*
                            14.24%          6.73%
                            ------------------------

                  *Commencement of operations was May 5, 1998.

           Past performance is not predictive of future performance.

<PAGE>

                             BOYAR VALUE FUND, INC.

                       STATEMENT OF ASSETS AND LIABILITIES

                               December 31, 1999

ASSETS
       Investment securities:
            At acquisition cost                                    $  3,670,966
                                                                   ============
            At market value (Note 1)                               $  4,030,655
       Interest receivable                                                3,749
       Dividends receivable                                               2,588
       Receivable for capital shares sold                                18,000
       Receivable from Adviser (Note 3)                                  20,899
       Organization expenses, net (Note 1)                               59,268
       Other assets                                                       9,781
                                                                   ------------
            TOTAL ASSETS                                              4,144,940
                                                                   ------------
LIABILITIES
       Payable to affiliates (Note 3)                                     4,200
       Other accrued expenses and liabilities                             6,096
                                                                   ------------
            TOTAL LIABILITIES                                            10,296
                                                                   ------------

NET ASSETS                                                         $  4,134,644
                                                                   ============
NET ASSETS CONSIST OF:
Paid-in capital                                                    $  3,800,682
Distributions in excess of net investment income                           (149)
Accumulated net realized losses from security transactions              (25,578)
Net unrealized appreciation on investments                              359,689
                                                                   ------------
NET ASSETS                                                         $  4,134,644
                                                                   ============
Shares of beneficial interest outstanding
       (1,000,000,000 shares authorized, $0.001 par value)              372,838
                                                                   ============
Net asset value, offering price, and
       redemption price per share (Note 1)                         $      11.09
                                                                   ============

See accompanying notes to financial statements.

<PAGE>

                             BOYAR VALUE FUND, INC.

                             STATEMENT OF OPERATIONS

                      For the Year Ended December 31, 1999


INVESTMENT INCOME
       Dividends                                                      $  21,550
       Interest                                                          42,318
                                                                      ---------
                                                                         63,868
                                                                      ---------
EXPENSES
       Accounting services fees (Note 3)                                 24,000
       Directors' fees and expenses                                      18,000
       Amortization of organization expenses (Note 1)                    17,781
       Investment advisory fees (Note 3)                                 16,781
       Management fees (Note 3)                                          16,780
       Insurance expense                                                 16,200
       Transfer agent fees (Note 3)                                      14,400
       Administrative services fees (Note 3)                             12,000
       Custodian fees                                                     8,639
       Professional fees                                                  8,385
       Distribution expenses (Note 3)                                     8,360
       Registration fees                                                  5,304
       Shareholder report costs                                           4,849
       Postage and supplies                                               4,274
       Other expenses                                                       687
                                                                      ---------
             TOTAL EXPENSES                                             176,440
       Fees waived and expenses reimbursed (Note 3)                    (117,708)
                                                                      ---------
             NET EXPENSES                                                58,732
                                                                      ---------

NET INVESTMENT INCOME                                                     5,136
                                                                      ---------
REALIZED AND UNREALIZED GAINS/LOSSES ON INVESTMENTS
       Net realized losses from security transactions                   (25,578)
       Net change in unrealized appreciation on investments             372,929
                                                                      ---------

NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS                        347,351
                                                                      ---------

NET INCREASE IN NET ASSETS FROM OPERATIONS                            $ 352,487
                                                                      =========

See accompanying notes to financial statements.

<PAGE>

                             BOYAR VALUE FUND, INC.

                       STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                             For the Year  For the Period
                                                                                Ended          Ended
                                                                             December 31,   December 31,
                                                                                 1999         1998 (a)
                                                                             -----------    -----------
FROM OPERATIONS
<S>                                                                          <C>            <C>
       Net investment income                                                 $     5,136    $     4,938
       Net realized gains/(losses) from security transactions                    (25,578)            --
       Net change in unrealized appreciation/(depreciation) on investments       372,929        (13,240)
                                                                             -----------    -----------
Net increase/(decrease) in net assets from operations                            352,487         (8,302)
                                                                             -----------    -----------
DISTRIBUTIONS TO SHAREHOLDERS
       From net investment income                                                 (5,136)            --
       In excess of net investment income                                           (149)        (4,938)
                                                                             -----------    -----------
Total distributions                                                               (5,285)        (4,938)
                                                                             -----------    -----------
FROM CAPITAL SHARE TRANSACTIONS
       Proceeds from shares sold                                               2,466,134      1,324,959
       Net asset value of shares issued in
            reinvestment of distributions to shareholders                          5,072          4,409
       Payments for shares redeemed                                              (99,591)          (301)
                                                                             -----------    -----------
Net increase in net assets from capital share transactions                     2,371,615      1,329,067
                                                                             -----------    -----------

TOTAL INCREASE IN NET ASSETS                                                   2,718,817      1,315,827

NET ASSETS
       Beginning of period (Note 1)                                            1,415,827        100,000
                                                                             -----------    -----------
       End of period                                                         $ 4,134,644    $ 1,415,827
                                                                             ===========    ===========

CAPITAL SHARE ACTIVITY
       Sold                                                                      236,006        135,214
       Reinvested                                                                    464            453
       Redeemed                                                                   (9,266)           (33)
                                                                             -----------    -----------
       Net increase in shares outstanding                                        227,204        135,634
       Shares outstanding, beginning of period (Note 1)                          145,634         10,000
                                                                             -----------    -----------
       Shares outstanding, end of period                                         372,838        145,634
                                                                             ===========    ===========
</TABLE>

(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>
                                                                   For the Year   For the Period
                                                                      Ended            Ended
                                                                   December 31,     December 31,
                                                                       1999           1998 (a)
                                                                   ------------     ------------
<S>                                                                <C>              <C>
Net asset value at beginning of period                             $       9.72     $      10.00
                                                                   ------------     ------------
Income/(loss) from investment operations:
       Net investment income                                               0.01             0.03
       Net realized and unrealized gains/(losses) on investments           1.37            (0.28)
                                                                   ------------     ------------
Total income/(loss) from investment operations                             1.38            (0.25)
                                                                   ------------     ------------
Less distributions:
       From net investment income                                         (0.01)           (0.03)
                                                                   ------------     ------------

Net asset value at end of period                                   $      11.09     $       9.72
                                                                   ============     ============

Total return                                                             14.24%           (2.46%)
                                                                   ============     ============

Net assets at end of period                                        $  4,134,644     $  1,415,827
                                                                   ============     ============

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

Ratio of net investment income to average net assets                      0.15%            0.66% (c)

Portfolio turnover rate                                                      8%               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 5.28% (c) and 13.19% (c) for the periods
     ended December 31, 1999 and December 31, 1998, respectively (Note 3).
(c)  Annualized.

See accompanying notes to financial statements.

<PAGE>

                             BOYAR VALUE FUND, INC.

                            PORTFOLIO OF INVESTMENTS

                                December 31, 1999

                                                                        Market
   Shares                                                                Value
   ------                                                                -----
              COMMON STOCKS - 73.8%
              CONSUMER, CYCLICAL - 40.4%
     1,800      CBS Corp.                                             $  115,087
     3,060      Chris-Craft Industries, Inc. (a)                         220,702
     4,000      Dun & Bradstreet Corp.                                   118,000
    15,000      Hanover Direct, Inc.                                      54,375
     5,600      Hilton Hotels Corp.                                       53,900
       200      IMS Health, Inc.                                           5,438
     8,000      Mattel, Inc.                                             105,000
     1,500      Meredith Corp.                                            62,531
     2,100      Midas, Inc.                                               45,937
     6,000      Mirage Resorts, Inc. (a)                                  91,875
     4,000      Neiman Marcus Group, Inc. (The)                          111,750
     6,500      Olsten Corp.                                              73,531
     1,300      Park Place Entertainment Corp. (a)                        16,250
    18,000      Pier 1 Imports, Inc.                                     114,750
     2,400      Playboy Enterprises, Inc. - Class B (a)                   58,350
     1,100      Reader's Digest Association, Inc. (The) - Class A         32,175
    17,100      Spiegel, Inc. (a)                                        120,234
     2,000      Walt Disney Co. (The)                                     58,500
     2,000      Time Warner, Inc.                                        144,875
     4,600      Toys "R" Us, Inc. (a)                                     65,838
                                                                      ----------
                                                                       1,669,098
                                                                      ----------
              CONSUMER, NON-CYCLICAL - 8.5%
     3,000      Avon Products, Inc                                        99,000
     4,800      Cross (A.T.) Co. - Class A                                21,600
     3,000      Seagram Company Ltd. (The)                               134,812
     2,000      Tupperware Corp.                                          33,875
     4,600      Whitman Corp.                                             61,813
                                                                      ----------
                                                                         351,100
                                                                      ----------
              FINANCIAL SERVICES - 19.2%
     2,000      Bank One Corp.                                            64,125
       500      Chase Manhattan Corp. (The)                               38,844
     3,450      Citigroup, Inc.                                          191,691
     5,800      CoVest Bancshares, Inc.                                   77,213
     1,900      Dow Jones & Company, Inc.                                129,200
     3,500      Lehman Brothers Holdings, Inc.                           296,406
                                                                      ----------
                                                                         797,479
                                                                      ----------
              INDUSTRIAL - 2.3%
     4,000      Diebold, Inc.                                             94,000
                                                                      ----------
<PAGE>

                             BOYAR VALUE FUND, INC.

                            PORTFOLIO OF INVESTMENTS

                                December 31, 1999

                                                                        Market
   Shares                                                                Value
   ------                                                                -----
              COMMON STOCKS - 73.8% (CONTINUED)
              TECHNOLOGY - 3.4%
     2,000      Boeing Co. (The)                                      $   83,125
     2,500      Xerox Corp.                                               56,719
                                                                      ----------
                                                                         139,844
                                                                      ----------

              TOTAL COMMON STOCKS (Cost $2,691,832)                   $3,051,521
                                                                      ----------

              MONEY MARKET FUND - 23.7%
   979,134      Firstar Stellar Treasury Fund (Cost $979,134)         $  979,134
                                                                      ----------

              TOTAL INVESTMENT SECURITIES - 97.5% (Cost $3,670,966)   $4,030,655

              OTHER ASSETS IN EXCESS OF LIABILITIES - 2.5%               103,989
                                                                      ----------

              NET ASSETS - 100.0%                                     $4,134,644
                                                                      ==========

(a)  Non-income producing security.

See accompanying notes to financial statements.

<PAGE>

                             BOYAR VALUE FUND, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1999


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

                                December 31, 1999


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  December  31,  1999,  based upon a federal  income tax cost of  portfolio
investments of $3,670,966, the Fund had net unrealized appreciation of $359,689,
consisting of $583,366 of gross  unrealized  appreciation  and $223,677 of gross
unrealized depreciation.

As of December 31, 1999 the Boyar Value Fund had a capital loss carryforward for
federal income tax purposes of $25,578, which expires on December 31, 2007.

2.   INVESTMENT TRANSACTIONS

For the period  ended  December 31, 1999,  cost of purchases  and proceeds  from
sales of portfolio securities,  other than short-term  investments,  amounted to
$1,879,338 and $185,420, 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

                                December 31, 1999


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
$16,780 and reimbursed the Fund for $84,147 of other operating expenses, and the
Adviser  voluntarily  waived its  investment  advisory  fees of $16,781  for the
period ended December 31, 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

                                December 31, 1999


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 year ended
December  31,  1999,  the  Fund  incurred  and  subsequently  waived  $8,360  of
distribution expenses under the Plan.

<PAGE>

                         Report of Independent Auditors


To the Shareholders and Board of Directors of
  Boyar Value Fund, Inc.

We have audited the accompanying statement of assets and liabilities,  including
the portfolio of investments, of Boyar Value Fund, Inc. as of December 31, 1999,
the related  statement of operations for the year then ended,  and the statement
of  changes  in net  assets  and the  financial  highlights  for the year  ended
December  31,  1999 and for the period from May 5, 1998 to  December  31,  1998.
These financial  statements and financial  highlights are the  responsibility of
the  Fund's  management.  Our  responsibility  is to express an opinion on these
financial statements and financial highlights based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain  reasonable  assurance  about  whether the  financial  statements  and
financial  highlights  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the financial  statements.  Our procedures  included  confirmation of securities
owned as of December 31, 1999, by  correspondence  with the custodian.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material respects,  the financial position of Boyar
Value Fund,  Inc. as of December 31, 1999, the results of its operations for the
year then ended, and the changes in its net assets and the financial  highlights
for  each of the  periods  indicated  therein,  in  conformity  with  accounting
principles generally accepted in the United States.

                                                     /s/ Ernst & Young LLP
Cincinnati, Ohio
January 27, 2000



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