BOYAR VALUE FUND INC
N-30D, 2000-09-05
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================================================================================

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


                               SEMI-ANNUAL REPORT
                                  JUNE 30, 2000
                                  (UNAUDITED)


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

     INVESTMENT ADVISER                                   ADMINISTRATOR
     ------------------                                   -------------
BOYAR ASSET MANAGEMENT, INC.                     INTEGRATED 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 18, 2000

                                        ----------------------------------------
                                        "History has shown that whenever
                                        companies, no matter how great, get
                                        priced above 50 to 60 times earnings,
                                        Buyer Beware."
                                                                   Jeremy Siegel
                                                                  Wharton School
                                                      University of Pennsylvania
                                        ----------------------------------------


Dear Shareholder:

A LOOK BACK AT THE FIRST HALF
-----------------------------

|_|  One thing  that is clear is the stock  market has  rediscovered  the quaint
     20th Century notion of earnings.  Even as investors  remain wide-eyed about
     the possibilities of the Internet Age, their patience has begun to wear out
     for businesses that don't deliver.

|_|  Risk is back,  and has  returned  with a  vengeance  after a wild and wooly
     first half of the year.  You have erased a good bit of the  extremes of the
     dot-com  foolishness.  You had a full  balloon  that even a rusty pin could
     have popped.

|_|  For the first six months of the current  year all the leading  indices with
     the  exception  of the Russell  2000 were in negative  territory.  But that
     doesn't tell the full story since most of the carnage  occurred  during the
     second  quarter.  For  example,  after  reaching  a record on March 10th or
     5,048.62,   the  NASDAQ  Composite  fell  37.3%  to  3,164.55  on  May  23.
     Ultimately, the technology-heavy Composite finished at 3,966.1, down 606.72
     or 13.3%, for the second quarter.

|_|  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
           ----------------      -----            -----         -----------

                +7.30%           +3.04%           -0.69%           +5.85%


ADDITIONAL THOUGHTS ABOUT THE QUARTER/WHERE DO WE GO FROM HERE?
---------------------------------------------------------------

|_|  Although  the NASDAQ has bounced  back quite  handsomely  from its May 23rd
     low, valuations on a great many technology companies remain painfully high.
     True, many of these companies have retreated significantly from their March
     highs.  The vast majority,  however,  are still trading at lofty multiples,
     far exceeding even the most optimistic  growth rate. In fact, most of these
     companies are priced for perfection.  So, let us assume they meet analysts'
     expectations  during  the next  five  years,  and I will  wager a good many
     won't,  but let us assume  they do - what kind of  return  can an  investor
     capture during that time frame,  if the business is already trading at more
     than 100 X current earnings? If you factor in the risk associated with such
     an investment one might conclude it's a fool's game.

<PAGE>

|_|  On the other hand,  the recent rash of takeover  activity,  at  significant
     premiums to what the businesses  were trading for in the stock market prior
     to the offer,  is usually a  precursor  to a better  environment  for value
     investing. Large premiums were recently paid for such old economy stocks as
     Paine Webber,  Hussman,  Wynn's International and Nabisco to name a few. We
     predict,  in the  not  too  distant  future  individual  and  institutional
     investors  will  take the cue from  this  burst of  takeover  activity  and
     realize  this  bifurcated  stock  market has left a great  many  businesses
     blatantly  undervalued.  Furthermore,  during  the next five years the vast
     majority of old economy stocks will best the leading stock market  indices,
     particularly the NASDAQ.

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

|_|  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.

|_|  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.

|_|  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.

|_|  Over an  investment  time horizon of three to five years,  we believe these
     undervalued corporations will be re-evaluated upward by the stock market or
     the assets of the businesses may be acquired by a third party.

|_|  Utilizing this long-term "Buy and Hold" strategy 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.

|_|  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 please do not hesitate to call (212) 995-8300 or visit
our website: www.boyarvalue.com.
             ------------------

                                        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, 2000
                                   (Unaudited)


ASSETS
     Investment securities:
         At acquisition cost                                         $2,783,151
                                                                     ==========
         At market value (Note 1)                                    $3,097,281
    Dividends receivable                                                  4,536
    Receivable from Adviser (Note 3)                                     12,038
    Organization expenses, net (Note 1)                                  50,378
    Other assets                                                         18,110
                                                                     ----------
         TOTAL ASSETS                                                 3,182,343
                                                                     ----------

LIABILITIES
    Payable to affiliates (Note 3)                                        4,200
    Other accrued expenses and liabilities                                7,471
                                                                     ----------
         TOTAL LIABILITIES                                               11,671
                                                                     ----------

NET ASSETS                                                           $3,170,672
                                                                     ==========

NET ASSETS CONSIST OF:
Paid-in capital                                                      $2,652,989
Undistributed net investment income                                         347
Accumulated net realized gains from security transactions               203,206
Net unrealized appreciation on investments                              314,130
                                                                     ----------
Net assets                                                           $3,170,672
                                                                     ==========

Shares of beneficial interest outstanding (1,000,000,000 shares
    authorized, $0.001 par value)                                       266,507
                                                                     ==========

Net asset value, and redemption price per share (Note 1)             $    11.90
                                                                     ==========

Maximum offering price per share (Note 1)                            $    12.53
                                                                     ==========

See accompanying notes to financial statements.

<PAGE>

                             BOYAR VALUE FUND, INC.

                             STATEMENT OF OPERATIONS

                     For the Six Months Ended June 30, 2000
                                   (Unaudited)


INVESTMENT INCOME
    Dividends                                                        $   30,543
                                                                     ----------

EXPENSES
    Accounting services fees (Note 3)                                    12,000
    Amortization of organization expenses (Note 1)                        8,890
    Insurance expense                                                     7,148
    Transfer agent fees (Note 3)                                          7,200
    Investment advisory fees (Note 3)                                     8,585
    Management fees (Note 3)                                              8,585
    Directors' fees and expenses                                          6,000
    Administrative services fees (Note 3)                                 6,000
    Custodian fees                                                        4,246
    Distribution expenses (Note 3)                                        4,286
    Shareholder report costs                                              1,130
    Postage and supplies                                                  2,843
    Registration fees                                                     2,595
    Professional fees                                                     2,000
    Other expenses                                                          271
                                                                     ----------
         TOTAL EXPENSES                                                  81,778
    Fees waived and expenses reimbursed (Note 3)                        (51,732)
                                                                     ----------
         NET EXPENSES                                                    30,046
                                                                     ----------

NET INVESTMENT INCOME                                                       497
                                                                     ----------

REALIZED AND UNREALIZED GAINS ON INVESTMENTS
    Net realized gains from security transactions                       228,784
    Net change in unrealized appreciation/
       depreciation on investments                                      (45,559)
                                                                     ----------

NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS                        183,225
                                                                     ----------

NET INCREASE IN NET ASSETS FROM OPERATIONS                           $  183,721
                                                                     ==========

See accompanying notes to financial statements.

<PAGE>

                             BOYAR VALUE FUND, INC.

                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                                         Six Months        Year
                                                                           Ended           Ended
                                                                       June 30, 2000    December 31,
                                                                        (Unaudited)        1999
                                                                         ----------     ----------
FROM OPERATIONS
<S>                                                                   <C>            <C>
    Net investment income                                                $      497     $    5,136
    Net realized gains (losses) from security transactions                  228,784        (25,578)
    Net change in unrealized appreciation/depreciation on investments       (45,559)       372,929
                                                                         ----------     ----------
Net increase in net assets from operations                                  183,721        352,488
                                                                         ----------     ----------

DISTRIBUTIONS TO SHAREHOLDERS
    From net investment income                                                 --           (5,285)
                                                                         ----------     ----------

FROM CAPITAL SHARE TRANSACTIONS
    Proceeds from shares sold                                               499,807      2,466,134
    Net asset value of shares issued in
    reinvestment of distributions to shareholders                              --            5,072
    Payments for shares redeemed                                         (1,647,500)       (99,592)
                                                                         ----------     ----------
Net increase (decrease) in net assets from capital share transactions    (1,147,693)     2,371,615
                                                                         ----------     ----------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                    (963,971)     2,718,818

NET ASSETS
    Beginning of period (Note 1)                                          4,134,644      1,415,827
                                                                         ----------     ----------
    End of period                                                        $3,170,672     $4,134,644
                                                                         ==========     ==========

CAPITAL SHARE ACTIVITY
    Sold                                                                     45,401        236,006
    Reinvested                                                                 --              464
    Redeemed                                                               (151,732)        (9,266)
                                                                         ----------     ----------
    Net increase (decrease) in shares outstanding                          (106,331)       227,203
    Shares outstanding, beginning of period (Note 1)                        372,838        145,634
                                                                         ----------     ----------
    Shares outstanding, end of period                                       266,507        372,838
                                                                         ==========     ==========
</TABLE>

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          Year            Period
                                                                          Ended            Ended            Ended
                                                                      June 30, 2000    December 31,     December 31,
                                                                       (Unaudited)         1999            1998(a)
                                                                      ------------     ------------     ------------

<S>                                                                   <C>              <C>              <C>
Net asset value at beginning of period                                $      11.09     $       9.72     $      10.00
                                                                      ------------     ------------     ------------

Income (loss) from investment operations:
    Net investment income                                                     --               0.01             0.03
    Net realized and unrealized gains (losses) on investments                 0.81             1.37            (0.28)
                                                                      ------------     ------------     ------------
Total from investment operations                                              0.81             1.38            (0.25)
                                                                      ------------     ------------     ------------


Less distributions:
    From net investment income                                                --              (0.01)           (0.03)
                                                                      ------------     ------------     ------------

Net asset value at end of period                                      $      11.90     $      11.09     $       9.72
                                                                      ============     ============     ============

Total return                                                             7.30% (d)            14.24%           (2.46%)(d)
                                                                      ============     ============     ============

Net assets at end of period                                           $  3,170,672     $  4,134,644     $  1,415,827
                                                                      ============     ============     ============

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

Ratio of net investment income (loss) to average net assets                   0.03%(c)         0.15%(b)         0.66%(c)

Portfolio turnover rate                                                         25%(c)            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 4.77% (c),  5.28% and 13.19% (c) for the
     periods ended June 30, 2000, December 31, 1999 and 1998, respectively (Note
     3).

(c)  Annualized.

(d)  Not annualized.

See accompanying notes to financial statements.

<PAGE>

                             BOYAR VALUE FUND, INC.

                            PORTFOLIO OF INVESTMENTS

                                  June 30, 2000
                                   (Unaudited)


                                                                        Market
    Shares                                                              Value
    ------                                                            ----------
             COMMON STOCKS - 81.1%
             CONSUMER, CYCLICAL - 53.9%
     1,836     Chris-Craft Industries, Inc. (a)                       $  121,290
     1,000     Dow Jones & Company, Inc.                                  73,250
     4,000     Dun & Bradstreet Corp.                                    114,500
    15,000     Hanover Direct, Inc.                                       23,437
    12,600     Hilton Hotels Corp.                                       118,125
       200     IMS Health, Inc.                                            3,600
     8,000     Mattel, Inc.                                              105,500
     1,500     Meredith Corp.                                             50,625
     3,100     Midas, Inc.                                                62,000
     4,000     Neiman Marcus Group, Inc. (The)                           120,750
    18,000     Pier 1 Imports, Inc.                                      175,500
     4,400     Playboy Enterprises, Inc. - Class B (a)                    56,650
     1,100     Reader's Digest Association, Inc. (The) - Class A          43,725
     7,000     Regis Corp.                                                87,500
    24,100     Spiegel, Inc. (a)                                         204,850
     2,000     The Walt Disney Co.                                        77,625
     1,000     Time Warner, Inc.                                          76,000
     3,200     Toys "R" Us, Inc. (a)                                      46,600
    10,000     Unapix Entertainment Inc.                                  13,125
     1,953     Viacom, Inc. Class B                                      133,170
                                                                      ----------
                                                                       1,707,822
                                                                      ----------

             CONSUMER, NON-CYCLICAL - 7.6%
     7,800     Cross (A.T.) Co. - Class A                                 38,513
     2,300     Seagram Company Ltd. (The)                                133,400
     5,600     Whitman Corp.                                              69,300
                                                                      ----------
                                                                         241,213
                                                                      ----------

             FINANCIAL SERVICES - 14.5%
     2,000     Bank One Corp.                                             53,125
       750     Chase Manhattan Corp. (The)                                34,547
     3,450     Citigroup, Inc.                                           207,863
     5,800     CoVest Bancshares, Inc.                                    60,900
     1,100     Lehman Brothers Holdings, Inc.                            104,019
                                                                      ----------
                                                                         460,454
                                                                      ----------

             INDUSTRIAL - 3.5%
     4,000     Diebold, Inc.                                             111,500
                                                                      ----------

<PAGE>

             COMMON STOCKS - 81.1%
             TECHNOLOGY - 1.6%
     2,500     Xerox Corp.                                            $   51,875
                                                                      ----------

             TOTAL COMMON STOCKS (COST $2,258,734)                    $2,572,863
                                                                      ----------

             MONEY MARKET FUND - 16.5%
   524,417     Firstar Stellar Treasury Fund (Cost $524,417)          $  524,417
                                                                      ----------

             TOTAL INVESTMENT SECURITIES - 97.6% (COST $2,783,151)    $3,097,281

             OTHER ASSETS IN EXCESS OF LIABILITIES - 2.4%                 73,391
                                                                      ----------

             NET ASSETS - 100.0%                                      $3,170,672
                                                                      ==========

(a)  Non-income producing security.

See accompanying notes to financial statements.

<PAGE>

                             BOYAR VALUE FUND, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 2000

                                   (Unaudited)


1.   SIGNIFICANT ACCOUNTING POLICIES

Boyar Value Fund,  Inc. (the Fund),  is  registered as an 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.  Effective May 1, 2000, the maximum offering price
per  share of the Fund is equal to the net asset  value  per share  plus a sales
load equal to 5.26% of net asset  value (or 5.00% of the  offering  price) and a
contingent  deferred sales charge of 1.00% if redeemed  within a one-year period
from the date of purchase.  The  redemption  price per share 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.

<PAGE>

                             BOYAR VALUE FUND, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 2000

                                   (Unaudited)


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

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,  2000,  based  upon a  federal  income  tax  cost  of  portfolio
investments of $2,783,151, the Fund had net unrealized appreciation of $314,130,
consisting of $514,410 of gross  unrealized  appreciation  and $200,280 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. This
capital  loss  carryforward  may be utilized in the current and future  years to
offset  net  realized  capital  gains  prior  to  distributing   such  gains  to
shareholders.

2.   INVESTMENT TRANSACTIONS

For the six months ended June 30,  2000,  cost of  purchases  and proceeds  from
sales of portfolio securities,  other than short-term  investments,  amounted to
$346,896 and $1,008,777, 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

<PAGE>

                             BOYAR VALUE FUND, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 2000

                                   (Unaudited)


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  Integrated Fund Services,  Inc. (IFS) 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 IFS.

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
$8,585 and reimbursed the Fund for $30,276 of other operating expenses,  and the
Adviser  voluntarily  waived its investment  advisory fees of $8,585 for the six
months ended June 30, 2000.

ADMINISTRATION AGREEMENT
Under the terms of an  Administration  Agreement  between the Fund and IFS,  IFS
supplies   non-investment   related  statistical  and  research  data,  internal
regulatory compliance services and executive and administrative services for the
Fund. IFS 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,  IFS 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 IFS, IFS maintains the records of
each shareholder's  account,  answers  shareholders'  inquiries concerning their
accounts, processes purchases and redemptions of the Fund's

<PAGE>

                             BOYAR VALUE FUND, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 2000

                                   (Unaudited)


shares,  acts as dividend and  distribution  disbursing agent and performs other
shareholder service functions. For these services, IFS 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 IFS out-of-pocket expenses including,  but
not limited to, postage and supplies.

ACCOUNTING SERVICES AGREEMENT
Under the terms of an Accounting  Services  Agreement  between the Fund and IFS,
IFS calculates  the daily net asset per share and maintains the financial  books
and records of the Fund. For these  services,  IFS receives a monthly fee, based
on current net assets,  of $2,000 from the Fund. In addition,  the Fund pays IFS
certain  out-of-pocket  expenses incurred by IFS 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 a 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 IFS.  For the six months
ended  June 30,  2000,  the Fund  incurred  and  subsequently  waived  $4,286 of
distribution expenses under the Plan.



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