UNITED STATES
Securities and Exchange Commission
Washington, DC. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
and
THE INVESTMENT COMPANY ACT OF 1940 X
The Breezy Point Fund Inc. (Exact Name of Registrant as Specified in Charter)
4747 Delafield Av, NY, NY, 10471 (Address of Principal Executive Offices)
718-549-3172 (Registrants Telephone Number)
William Curtin 4747 Delafield Av NY, NY 10471
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this registration.
It is proposed that this filing will become effective
[x] 60 days after filing pursuant to paragraph (a)
Calculation of Registration Fee Under the Securities Act of 1933
Title of Securities Amount Being Proposed Max Proposed Max Amount of
being Registered Registered Offering Aggregate Registra-
Price Offering Price tion Fee
The Breezy Point Fund Inc. *
Common Stock $.01 1,500,000 $5.00 $7,500,000 $2,586.20
par value
* Estimated for the purpose of determining the amount of the registration fee.
This is the actual Net Asset value per share as of the starting date.
The Registrant hereby amends this Registration Statement on such date or dates
that may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(A) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission acting to section 8(A) may determine.
- i -
Cross Reference Sheet
INFORMATION REQUIRED CAPTIONS IN FILING
Part A: IN A PROSPECTUS
Item 1. Cover Page Cover Page
Item 2. Synopsis Fund Expenses
Item 3. Condensed Financial Information Fund Expenses
Item 4. General Description of Registrant The Fund
Item 5. Management of the Fund Management of the Fund
Item 6. Capital Stock and other Securities Capitalization
Item 7. Purchase of Securities being Offered Purchase of Shares - Reinvestment
Item 8. Redemption or Repurchase Redemption of Shares
Item 9. Legal Proceedings Litigation
Part B: STATEMENT OF ADDITIONAL INFORMATION
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History The Fund
Item 13. Investment Objectives and Policies Objectives and Policies
Item 14. Management of the Registrant Officers & Directors of the Fund
Item 15. Control Persons & Principal Holders Not Applicable
of Securities
Item 16. Investment Advisory and Other Ser- Investment Adviser
vices
Item 17. Brokerage Allocation Brokerage
Item 18. Capital Stock & Other Securities Capitalization
Item 19. Purchase, Redemption & Pricing of Purchase of Shares
Securities Being Offered
Item 19. Purchase, Redemption & Pricing of Redemption of Shares
Securities Being Offered
Item 19. Purchase, Redemption & Pricing of Pricing of Shares
Securities Being Offered
Item 20. Tax Status Tax Status
Item 21. Underwriters Not Applicable
Item 22. Calculation of Yield Quotations of Not Applicable
Money Market Funds
Item 23. Financial Statements Financial Statements
Part C: OTHER INFORMATION
Item 24. Financial Statements & Exhibits Financial Statements & Exhibits
Item 25. Persons Controlled by/or under Control Persons
Common Control
Item 26. Number of Holders of Securities Number of Shareholders
Item 27. Indemnifications Indemnification
Item 28. Business & Other Connections of Activities of Investment Advisor
Advisor
Item 29 Principal Underwriters Principal Underwriter
Item 30. Location of Accounts & Records Location of Accounts & Records
Item 31. Management Services Not Applicable
Item 32. Undertakings Not Applicable
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THE BREEZY POINT FUND, INC.
NY, NY 10471
718-549-3172
PROSPECTUS JULY 8, 1997
The Fund & Investment Objective
The Breezy Point Fund Inc. ("the Fund") is an open-end nondiversified
management company that seeks capital appreciation through investing in common
stocks. The Fund will invest primarily in out-of-favor domestic companies whose
stock prices are depressed because of overall stock market conditions,
industry-specific conditions or company-specific conditions believed to be
temporary. Investment criteria include, but are not limited to, strong balance
sheets, strong market positions, superior and stockholder-friendly management
and low stock prices compared with prospects for future cash-flow growth.
Current income from stock investments will be a subordinate consideration.
Fund Share Purchase
Capital shares of the Fund may only be purchased directly from the Fund at net
asset value as next determined after receipt of order. The Board of Directors
has established $1,000 as the minimum initial purchase and $100 for subsequent
purchases.
Additional Information
This Prospectus, which should be held for future reference, is designed to set
forth concisely the information that you should know before you invest. A
"Statement of Additional Information" containing more information about the Fund
has been filed with the Securities and Exchange Commission. Such Statement is
dated July 8, 1997, and has been incorporated by reference into the Prospectus.
A copy of the Statement may be obtained without charge, by writing to the Fund
or by calling the telephone number shown above.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- 1 -
FUND EXPENSES
The following illustrates all expenses and fees that a shareholder of The
Breezy Point Fund will incur. The expenses and fees set forth below are for
the 1997 fiscal year.
Shareholder Transaction Expenses:
Sales Load Imposed on Purchases None
Sales Load Imposed on Reinvested Dividends None
Redemption Fees None
Exchange Fees None
IRA Trustee Fees None
Annualized Fund Operating Expenses:
Management Fees 1.0%
12b-1 Fees None
Other Expenses 1.0%
Total Operating Expenses 2.0%
The following table is given to assist investors in understanding the various
costs and expenses that an investor in the Fund will bear directly and in-
directly. It illustrates the expenses paid on a $1,000 investment over vari-
ous time periods assuming a) 5% annual rate of return and b) redemption at the
end of each time period. This example should not be considered a representa-
tion of past or future expenses or performance. Actual expenses may be higher
or lower than those shown.
1 Year 3 Years 5 Years 10 Years
$20 $63 $111 $252
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THE FUND
THE BREEZY POINT FUND INC. (also referred to as the "Fund") was incorporated in
New York State on March 12, 1997. The Fund's registered office is in New York,
NY. Mail may be addressed to 4747 Delafield Av., NY, NY 10471.
OBJECTIVES AND POLICIES
Objective: The Breezy Point Fund Inc. ("the Fund") seeks capital appreciation
through investing in common stocks, primarily on the New York Stock Exchange.
The Fund will invest chiefly in out-of-favor domestic companies whose stock
prices are depressed because of overall stock market conditions, circumstances
affecting a particular industry or company-specific conditions believed to be
temporary. Investment criteria include, but are not limited to, strong balance
sheets, strong market positions, superior and stockholder-friendly management
and low stock prices when measured against prospects for future cash-flow
growth. Current income from stock investments will be a subordinate
consideration.
Risk Assessment: Risks associated with the Fund's performance will be those due
to broad market declines and business risks from difficulties that affect
particular companies while in the Fund's portfolio. It must be realized, as is
true of almost all securities, that there can be no assurance that the Fund
will obtain its ongoing objective of capital appreciation.
Security Selection Criteria: Investment criteria include, but are not limited
to, strong balance sheets, strong market positions, superior and
stockholder-friendly management and low stock prices compared with prospects for
future cash-flow growth.
Portfolio Turnover Policy: The Fund does not propose to purchase securities for
short-term trading in the ordinary course of operations. Accordingly, it is ex-
pected that the annual turnover rate will not exceed 50%, wherein turnover is
computed by dividing the lesser of the Fund's total purchases or sales of secu-
rities within the period by the average monthly portfolio value of the Fund dur-
ing such period. There may be times when management deems it advisable to sub-
stantially alter the composition of the portfolio, in which event, the portfolio
turnover rate might substantially exceed 50%; this would only result from spe-
cial circumstances and not from the Fund's normal operations.
Nondiversification Policy: The Fund is classified as being nondiversified,
which means that it may invest a relatively high percentage of its assets in the
obligations of a limited number of issues. The Fund, therefore, may be more
susceptible than a more widely diversified fund to any single economic, politi-
cal or regulatory occurrence. The policy of the Fund, in the hope of achiev-
ing its objective as stated above, is, therefore, one of selective investments
rather than broad diversification. The Fund seeks only enough diversification
for adequate representation among what it considers to be the best performing
securities and to maintain its Federal nontaxable status under Sub-Chapter M of
the Internal Revenue Code (see next paragraph).
TAX STATUS
Under the provisions of Sub-Chapter M of the Internal Revenue Code of 1954 as
amended, the Fund, intends to pay out substantially all of its investment income
and realized capital gains, and intends to be relieved of Federal income tax on
the amounts distributed to shareholders. To qualify as a "regulated
investment company" under Sub-Chapter M, at least 90% of the Fund's income must
be derived from dividends, interest and gains from securities transactions, no
more than 30% of the Fund's profits may be derived from securities held less
than three months, and no more than 50% of the Fund assets may be held in secur-
ity holdings that exceed 5% of the total assets of the Fund at time of purchase.
Distribution of any net long-term capital gains realized by the Fund in 1997
will be taxable to the shareholder as long-term capital gains, regardless of the
length of time Fund shares have been held by the investor. All income realized
- 3 -
by the Fund, including short-term capital gains, will be taxable to the share-
holder as ordinary income. Dividends from net income will be made annually or
more frequently at the discretion of the Fund's Board of Directors. Dividends
received shortly after purchase of shares by an investor will have the effect of
reducing the per-share net asset value of his shares by the amount of such divi-
dends or distributions and, although in effect a return of capital, are subject
to Federal income taxes.
The Fund is required by Federal law to withhold 31% of reportable payments
(which may include dividends, capital gains, distributions and redemptions) paid
to shareholders who have not complied with I.R.S. regulations. To avoid this
withholding requirement, you must certify on a W-9 tax form supplied by the
Fund that your Social Security or Taxpayer Identification Number provided is
correct and that you are not currently subject to back-up withholding, or that
you are exempt from back-up withholding.
INVESTMENT RESTRICTIONS
Bylaws of the Fund provide the following fundamental investment restrictions:
The Fund may not, except by the approval of a majority of the outstanding
shares; i.e. a) 67% or more of the voting securities present at a duly called
meeting, if the holders of more than 50% of the outstanding voting securities
are present or represented by proxy, or b) of more than 50% of the outstanding
voting securities, whichever is less:
(a) Act as underwriter for securities of other issuers except insofar as the
Fund may be deemed an underwriter in selling its own portfolio securities.
(b) Borrow money or purchase securities on margin, but may obtain such
short-term credit as may be necessary for clearance of purchases and sales
of se- curities for temporary or emergency purposes in an amount not
exceeding 5% of the value of its total assets.
(c) Sell securities short.
(d) Invest in securities of other investment companies except as part of a mer-
ger, consolidation , or purchase of assets approved by the Fund's share-
holders.
(e) Invest over 25% of its assets at the time of purchase in any one industry.
(f) Make investments in commodities, commodity contracts or real estate although
the Fund may purchase and sell securities of companies which deal in real
estate or interests therein.
(g) Make loans. The purchase of a portion of a readily marketable issue of pub-
licly distributed bonds, debentures or other debt securities will not be
considered the making of a loan.
(h) Acquire more than 10% of the securities of any class of another issuer,
treating all preferred securities of an issuer as a single class and all
debt securities as a single class, or acquire more than 10% of the voting
securities of another issuer.
(i) Invest in companies for the purpose of acquiring control.
(j) The Fund may not purchase or retain securities of any issuer if those offi-
cers and directors of the Fund or its Investment Adviser owning individual-
ly more than 1/2 of 1% of any class of security or collectively own more
than 5% of such class of securities of such issuer.
(k) Pledge, mortgage or hypothecate any of its assets.
(l) Invest in securities that may be subject to registration under the Securi-
ties Act of 1933 prior to sale to the public or that are not at the time of
purchase readily salable.
(m) Invest more than 5% of the total Fund assets, taken at market value at the
time of purchase, in securities of companies with less than three years'
continuous operation, including the operations of any predecessor.
(n) Issue senior securities.
- 4 -
INVESTMENT ADVISER
Bicurt Asset Management, Inc. is a New York corporation that acts as an
Investment Adviser to the Fund. William D. Curtin established the company in
January 1997 and is the sole owner, director, and officer of the Investment
Adviser and president of the Fund. Mr. Curtin was a stock analyst for the
Forbes Investors Advisory Institute, a unit of Forbes Inc., from 1990 through
August 1994. He also advised the Forbes employee pension plans. Prior to his
work at Forbes, he was an editor in the Bizday section of the New York Times for
more than 20 years, where he primarily handled securities market coverage and
investment articles. He has also written investing columns for the paper. Mr.
Curtin has served as well as a trustee of the Newspaper Guild of New York/New
York Times pension plan. He is currently an editor at the New York Times.
On July 7, 1997, shareholders of the Fund approved a management and Advisory
contract with Bicurt Asset Management, Inc., which was unanimously approved by
the Board of Directors on July 7, 1997. This Agreement will continue on a
year-to-year basis provided that approval is voted at least annually by specif-
ic approval of the Board of Directors of the Fund or by vote of the holders of a
majority of the outstanding voting securities of the Fund, but, in either event,
it must also be approved by a majority of the directors of the Fund who are nei-
ther parties to the agreement nor interested persons as defined in the Invest-
ment Company Act of 1940 at a meeting called for the purpose of voting on such
approval. Under the Agreement, Bicurt Asset Management, Inc. will furnish
investment advice to the Directors of the Fund on the basis of a continuous re-
view of the portfolio and recommend to the Fund when and to what extent
securities should be purchased or disposed. The Agreement may be terminated at
any time, without the payment of any penalty, by the Board of Directors or by
vote of a majority of the outstanding voting securities of the Fund on not
more than 60 days written notice to Bicurt Asset Management, Inc. In the
event of its assignment, the Agreement will terminate automatically. Ultimate
decisions as to the investment policy and as to individual purchases and sales
of securities are made by the Fund's officers and directors. For these
services the Fund has agreed to pay to Bicurt Asset Management, Inc. a fee of 1%
per year on the net assets of the Fund. All fees are computed on the average
daily closing net asset value of the Fund and are payable monthly. The fee is
higher than the fee paid by most other funds. Not withstanding, the Investment
Adviser would forgo sufficient fees to hold the total expenses of the Fund to
less than 2.0% of the first $10 million in averaged assets and 1.5% of the next
$20 million. These ratios were selected by the Board of Directors because they
are believed to meet the most restrictive state requirements.
Pursuant to its contract with the Fund, the Investment Adviser is required to
render research, statistical and advisory services to the Fund; to make specific
recommendations based on the Fund's investment requirements; and to pay salaries
of the Fund's employees who may be officers or directors or employees of the
Investment Adviser. Excepting these items, the Fund pays all other fees and
expenses incurred in conducting its business affairs. The Investment Adviser
has paid the initial organizational costs of the Fund and will reimburse the
Fund for any and all losses incurred because of purchase reneges.
OFFICERS AND DIRECTORS OF THE FUND
Officers and Directors of the Fund, together with their addresses, age, princi-
pal occupations and percent of shares outstanding held during the past five
years are:
Occupation Percent
Name and Address Age Position Past 5 Years of Class
William D. Curtin* 51 President Editor 100.00%
4747 Delafield Av. Interested New York Times
New York, NY 10471 Director Analyst
Forbes Inc.
- 5 -
Occupation Percent
Name and Address Age Position Past 5 Years of Class
Eileen A. Curtin* 52 Treasurer & Nurse 0.00%
4747 Delafield Av. Secretary Wartburg Home
New York, NY 10471 Wife of Mt. Vernon, NY
President
Joseph P. Foley 60 Non-Interested Attorney 0.00%
7 Mohican Lane Director Texaco Inc.
Irvington, NY White Plains, NY
John P. Gallagher 56 Non-Interested Vice President 0.00%
2 Fulton Walk Director & Consultant
Rockaway Point, NY Salomon Inc.
New York, NY
Vincent J. Lynch 49 Non-Interested Litigation 0.00%
55 Newell Drive Director Attorney
Basking Ridge, NJ New York, NY
William O'Meara 56 Non-Interested Restauranteur 0.00%
472 Manchester Road Director New York, NY
Yorktown Heights, NY
John J. Reilly 43 Non-Interested Sales Executive 0.00%
8 Meadow Ridge Road Director Steelcase Inc.
Warwick, NY New York, NY
Arthur R. Tully 47 Non-Interested Consulting Engineer 0.00%
Egberton Road Director & Partner
Campbell Hall, NY Land & Tully
Engineering P.C.
Goshen, NY
* Directors of the Fund who are considered "Interested Directors" as defined by
the Investment Company act of 1940. Mr. Curtin is President and owner of the
Fund's Investment Adviser and Mrs. Curtin is secretary and treasurer of the
Fund.
The Fund does not compensate its officers and directors affiliated with the In-
vestment Adviser except as they may benefit through payment of the Advisory fee.
The Fund does not intend to compensate its officers and directors until assets
exceed $2,500,000 although they will be reimbursed for their expenses.
CAPITALIZATION
Description of Common Stock: The authorized capitalization of the Fund consists
of 10,000,000 shares of common stock of $0.01 par value per share. Each share
has equal dividend, distribution and liquidation rights with no conversion or
pre-emptive rights. All shares issued are fully paid and non-accessible.
Voting Rights: Each shareholder has one vote for each share held. Voting
rights are noncumulative, which means that holders of a majority of shares can
elect all directors of the Fund if they so choose.
Major Shareholders: William Curtin, as of the date of this Prospectus, owns
all outstanding shares of the Fund.
PURCHASE OF SHARES - REINVESTMENTS
The offering price of the shares offered by the Fund is at the net asset value
per share next determined after receipt of the purchase order by the Fund and is
computed in the manner described under the caption "PRICING OF SHARES" in this
Prospectus. The Fund reserves the right at its sole descretion to terminate the
offering of its shares made by this Prospectus at any time and to reject pur-
- 6 -
chase applications when, in the judgment of management such termination or re-
jection is in the best interests of the Fund.
Initial Investments: Initial purchase of shares of the Fund may be made only by
application submitted to the Fund. For the convenience of investors, a Share
Purchase Application form is provided with this Prospectus. The minimum initial
purchase of shares is $1,000 which is due and payable three business days after
the purchase date. Less may be accepted under special circumstances. The
Fund will be initially registered in New York and therefore restricted to New
York residents at the time of purchase. There will be no solicitation of out
of the state of New York potential shareholders until registration under the
Blue Sky laws of the state of residence have been met.
Subsequent Purchases: Subsequent purchases may be made by mail or by phone and
are due and payable five business days after the purchase date. The minimum is
$100, but less may be accepted under special circumstances.
Reinvestments: The Fund will automatically retain and reinvest dividends & cap-
ital gains distributions and use same for the purchase of additional shares for
the shareholder at net asset value as of the close of business on the distribu-
tion date. A Shareholder may at any time by letter or forms supplied by the
Fund direct the Fund to pay dividends and/or capital gains distributions, if
any, to such shareholder in cash.
Fractional Shares: Shares will be issued to three decimal places as purchased
from the fund. The fund will maintain an account for each shareholder of shares
for which no certificates have been issued.
RETIREMENT PLANS
Individual Retirement Account: Persons who earn compensation and are not active
participants (and who do not have a spouse who is an active participant) in an
employee maintained retirement plan may establish Individual Retirement Accounts
(I.R.A.) using Fund shares. Annual contributions, limited to the lesser of
$2,000 or 100% of compensation, are tax deductible from gross income. This IRA
deduction is also retained for individual taxpayers and married couples with
adjusted gross incomes within certain specified limits. All individuals may
make nondeductible I.R.A. contributions to separate accounts to the extent that
they are not eligible for a deductible contribution.
Earnings under the I.R.A. are reinvested and are tax-deferred until withdrawals
begin. The maximum annual contribution may be increased to $4,000 if you have
a spouse who earns no compensation during the taxable year. A separate and
independent Spousal I.R.A. must be maintained.
You may begin to make non-penalty withdrawals as early as age 59 1/2 or as late
as age 70 1/2. In the event of death or disability, withdrawals may be made be-
fore age 59 1/2 without penalty.
A Disclosure Statement is required by U.S. Treasury regulations. This Statement
describes the general provisions of the I.R.A. and is forwarded to all
prospective I.R.A.'s. There is no charge to open and maintain a Breezy Point
Fund I.R.A.. This policy may be changed by the Board of Directors if they
deem it to be in the best interests of all shareholders. All I.R.A.'s may be
revoked within 7 days of their establishment with no penalty.
PRICING OF SHARES
The net asset value of the Fund's shares is determined as of the close of busi-
ness of the New York Stock Exchange on each business day of which that Exchange
- 7 -
is open (presently 4:00 p.m.) Monday through Friday exclusive of Washington's
Birthday, Good Friday, Memorial Day, July 4th, Labor Day, Thanksgiving, Christ-
mas & New Year's Day. The price is determined by dividing the value of its se-
curities, plus any cash and other assets less all liabilities, excluding capital
surplus, by the number of shares outstanding. The market value of securities
listed on a national exchange is determined to be the last recent sales price on
such exchange. Listed securities that have not recently traded and over-the-
counter securities are valued at the last bid price in such market.
Short term paper (debt obligations that mature in less than 60 days) are valued
at amortized cost which approximates market value. Other assets are valued at
fair market value. Other assets are valued at fair value as determined in good
faith by the Board of Directors.
REDEMPTION OF SHARES
The Fund will redeem all or any part of the shares of any shareholder who ten-
ders a request for redemption (if certificates have not been issued) or certifi-
cates with respect to shares for which certificates have been issued. In either
case, proper endorsements guaranteed either by a national bank or a member firm
of the New York Stock Exchange will be required unless the shareholder is known
to management. The redemption price is the net asset value per share next de-
termined after notice is received by the Fund for redemption of shares. The
proceeds received by the shareholder may be more or less than his cost of such
shares, depending upon the net asset value per share at the time of redemption
and the difference should be treated by the shareholder as a capital gain or
loss for Federal income tax purposes.
Payment by the Fund will ordinarily be made within three business days after
tender. The Fund may suspend the right of redemption or postpone the date of
payment if: The New York Stock Exchange is closed for other than customary week-
end or holiday closings, or when trading on the New York Stock Exchange is re-
stricted as determined by the Securities and Exchange Commission or when the
Securities and Exchange Commission has determined that an emergency exists, mak-
ing disposal of fund securities or valuation of net assets not reasonably prac-
ticable. The Fund intends to make payments in cash. However, the Fund reserves
the right to make payments in kind.
BROKERAGE
The Fund requires all brokers to effect transactions in portfolio securities in
such a manner as to get prompt execution of the orders at the most favorable
price. The Fund will place all orders for purchases and sales of its portfolio
securities through the Fund's President, who is answerable to the Fund's Board
of Directors. He may select brokers who, in addition to meeting the primary
requirements of execution and price, may furnish statistical or other factual
information and services that appear helpful or necessary to the Fund's normal
operations. Information or services may include economic studies, industry
studies, statistical analyses, corporate reports or other forms of assistance to
the Fund. No effort will be made in any given circunstance to determine the
value of these services or the amount they might have reduced Adviser expenses.
Other than as set forth above, the Fund has no fixed policy, formula, method or
criteria which it uses in allocating brokerage business to firms furnishing
- 8 -
these materials and services. The Board of Directors will evaluate and review
the reasonableness of brokerage commissions paid to brokers not affiliated with
Fund officers or the Adviser on a monthly basis initially and, after the first
year of operation at least semiannually.
MANAGEMENT OF THE FUND
Shareholders meet annually to elect all members of the Board of Directors, se-
lect an independent auditor, and vote on any other items deemed pertinent by the
incumbent Board. The Directors are in turn responsible for determining that the
Fund operates in accordance with its stated objectives, policies, and investment
restrictions. The Board appoints officers to run the Fund and selects an In-
vestment Adviser to provide investment advice. (See Investment Adviser, pg. 5).
It meets six times a year to review Fund progress and status. In addition, a
non-interested Director performs an independent audit whenever requested by the
Board.
CUSTODIAN & TRANSFER AGENT
The Fund acts as its own custodian and transfer agent.
REPORTS TO SHAREHOLDERS
The Fund sends all shareholders annual reports containing certified financial
statements and other periodic reports, at least semiannually, containing unau-
dited financial statements.
AUDITORS
Landsburg, Platt, Raschiatore & Dalton, Certified Public Accountants, Philadel-
phia, PA. have been selected as the independent accountant and auditor of the
Fund. Landsburg, Platt, Raschiatore and Dalton has no direct or indirect finan-
cial interest in the Fund or the Adviser.
LITIGATION
As of the date of this prospectus, there was no pending or threatened litigation
involving the Fund in any capacity whatsoever.
ADDITIONAL INFORMATION
This Prospectus omits certain information contained in the registration state-
ment on file with the Securities & Exchange Commission. The registration state-
ment may be inspected without charge at the principal office of the Commission
in Washington, D.C. and copies of all or part thereof may be obtained upon pay-
ment of the fee prescribed by the Commission. Shareholders may also direct in-
quiries to the Fund by phone or at the address given on pg 1 of this Prospectus.
- 9 -
SHARE PURCHASE APPLICATION
A) Please fill out one of the following four types of accounts:
1) ** Individual Accounts **
______________________ __ _____________________ ______________________
First Name MI Last Name Social Security Number
2) ** Joint Accounts **
______________________ __ _____________________ ______________________
First Name MI Last Name Social Security Number
______________________ __ _____________________ ______________________
First Name MI Last Name Social Security Number
3) ** Custodial Accounts **
______________________ __ ______________________
Custodian's First Name MI Custodian's Last Name
______________________ __ ______________________ ______________________
Minor's First Name MI Minor's Last Name Minor's Social Sec Num
4) ** All Other Accounts **
__________________________________________________ ______________________
Name of Account Tax Identification Num
__________________________________________________
(Use this second line if you need it)
B) Biographical and other information about the new account:
Number & Street _____________________________________________________________
City_______________________________ St_____ Zip__________________________
Citizen of__________________ Home Phone____________ Bus Phone____________
Dividend Direction: Reinvest all distributions_________ Pay in Cash__________
Signature of Owner, Trustee or Custodian: ___________________________________
Signature of Joint Owner (if joint account): ___________________________________
Please make check payable to: THE BREEZY POINT FUND, INC.
Amount of Investment Attached $______________ (Minimum initial purchase $1,000)
All applications are accepted in New York and under New York laws.
- 10 -
FORM W-9
(March 1994)
Department of Treasury
Internal Revenue Service
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER
Name as shown on account (if joint account, give name corresponding to TIN)
_________________________________________________
Street Address
_________________________________________________
City, State & Zip Code
_________________________________________________
Part 1.- Taxpayer Identification Number Part 2. - Backup Withholding
Social Security Number ______________________ Check if you are NOT subject
to backup withholding under
or the provisions of section
3406(a) (1) (C) of the In-
Employer ID Number ______________________ ternal Revenue Code ________
Certification - Under the penality of perjury, I certify that the information
provided on this form is true, correct and complete.
Signature ___________________________________ Date _______________________
- 11 -
INVESTMENT ADVISER PROSPECTUS
BICURT ASSET MANAGEMENT, INC. THE BREEZY POINT FUND INC.
4747 Delafield Av. 4747 Delafield Av.
New York, NY 10471 New York, NY 10471
718-549-3172
July 8, 1997
TABLE OF CONTENTS
Fund Expenses ...................... 2 The Fund seeks capital appreciation
The Fund ........................... 3 through investing in common stocks.
Objective and Policies ............. 3 Current income from stock invest-
Objective ........................ 3 ments will be a subordinate con-
Risk Assessment .................. 3 sideration.
Security Selection Criteria ...... 3
Portfolio Turnover Policy ........ 3
Nondiversification Policy ........ 3
Tax Status ......................... 3
Investment Restrictions ............ 4
Investment Adviser ................. 5
Officers & Directors of the Fund ... 5
Capitalization ..................... 6
Description of Common Stock ...... 6
Voting Rights .................... 6
Major Shareholders ............... 6
Purchase of Shares - Reinvestments . 6
Initial Investments .............. 7
Subsequent Purchases ............. 7
Reinvestments .................... 7
Fractional Shares ................ 7
Retirement Plans ................... 7
I.R.A. ........................... 7
Pricing of Shares .................. 7
Redemption of Shares ............... 8
Brokerage .......................... 8
Management of the Fund ............. 9
Custodian and Transfer Agent ....... 9
Reports to Shareholders ............ 9
Auditors ........................... 9
Litigation ......................... 9
Additional Information ............. 9
Share Purchase Application ........ 10
W-9 Application Form .............. 11
- 12 -
THE BREEZY POING FUND INC.
4747 Delafield Av.
New York, NY 10471
718-549-3172
Part B
STATEMENT OF ADDITIONAL INFORMATION
July 8, 1997
This Statement is not a prospectus, but should be read in conjunction with the
Fund's current prospectus dated July 8, 1997. To obtain the Prospectus,
please write the Fund or call the telephone number shown above.
TABLE OF CONTENTS
The Fund ................................ 2
Objectives & Policies ................... 2
Objectives ......................... 2
Security Selection Criteria ........ 2
Portfolio Turnover Policy .......... 2
Nondiversification Policy .......... 2
Tax Status .............................. 2
Investment Restrictions ................. 3
Investment Adviser ...................... 4
Officers and Directors of the Fund ...... 4
Capitalization .......................... 5
Description of Common Stock ........ 5
Voting Rights ...................... 5
Major Shareholders ................. 5
Purchase of Shares - Reinvestment ....... 5
Initial Investments ................ 6
Subsequent Purchases ............... 6
Reinvestments ...................... 6
Fractional Shares .................. 6
Retirement Plans ........................ 6
I.R.A. ............................. 6
Redemption of Shares .................... 6
Brokerage ............................... 7
Auditor's Report ........................ 8
Statement of Assets & Liabilities ....... 9
Statement of Investments in Securities .. 9
Statement of Operations .................10
Statement of Changes in Net Assets ......10
Notes to Financial Statements ...........10
Supplemental Data .......................12
- 1 -
THE FUND
THE BREEZY POINT FUND, INC. (also referred to as the "Fund") was incorporated in
New York State on March 12, 1997. The Fund's registered office is in New York,
NY: mail may be addressed to 4747 Delafield Av., NY, NY 10471.
OBJECTIVES AND POLICIES
Objective: The Breezy Point Fund Inc. ("the Fund") is an open-end
nondiversified management company that seeks capital appreciation through
investing in common stocks of companies listed primarily on the New York Stock
Exchange. The Fund will invest primarily in out-of-favor domestic companies
whose stock prices are depressed because of overall stock market conditions,
industry-specific conditions or company-specific conditions believed to be
temporary. Investment criteria include, but are not limited to, strong balance
sheets, strong market positions, superior and stockholder-friendly management
and low stock prices compared with prospects for future cash-flow growth.
Current income from stock investments will be a subordinate consideration.
Risk Assessment: Risks associated with the Fund's performance will be those due
to broad market declines and business risks from difficulties that affect
particular companies while in the Fund's portfolio. It must be realized, as is
true of almost all securities, that there can be no assurance that the Fund
will obtain its ongoing objective of capital appreciation.
Security Selection Criteria: Investment criteria include, but are not limited
to, strong balance sheets, strong market positions, superior and
stockholder-friendly management and low stock prices compared with prospects for
future cash-flow growth.
Portfolio Turnover Policy: The Fund does not propose to purchase securities for
short term trading in the ordinary course of operations. Accordingly, it is ex-
pected that the annual turnover rate will not exceed 50%, wherein turnover is
computed by dividing the lesser of the Fund's total purchases or sales of secu-
rities within the period by the average monthly portfolio value of the Fund dur-
ing such period. There may be times when management deems it advisable to sub-
stantially alter the composition of the portfolio, in which event, the portfolio
turnover rate might substantially exceed 50%; this would only result from spe-
cial circumstances and not from the Fund's normal operations.
Nondiversification Policy: The Fund is classified as being nondiversified,
which means that it may invest a relatively high percentage of its assets in the
obligations of a limited number of issues. The Fund, therefore, may be more
susceptible than a more widely diversified fund to any single economic, politi-
cal, or regulatory occurrence. The policy of the Fund, in the hope of achiev-
ing its objective as stated above, is, therefore, one of selective investments
rather than broad diversification. The Fund seeks only enough diversification
for adequate representation among what it considers to be the best performing
securities and to maintain its Federal nontaxable status under Sub-Chapter M of
the Internal Revenue Code (see next paragraph).
TAX STATUS
Under the provisions of Sub-Chapter M of the Internal Revenue Code of 1954 as
amended, the Fund, intends to pay out substantially all of its investment income
and realized capital gains, and intends to be relieved of Federal income tax on
the amounts distributed to shareholders. To qualify as a "regulated
investment company" under Sub-Chapter M, at least 90% of the Fund's income must
be derived from dividends, interest and gains from securities transactions, no
more than 30% of the Fund's profits may be derived from securities held less
than three months, and no more than 50% of the Fund assets may be held in secur-
ity holdings that exceed 5% of the total assets of the Fund at time of purchase.
Distribution of any net long-term capital gains realized by the Fund in 1997
will be taxable to the shareholder as long-term capital gains, regardless of the
length of time Fund shares have been held by the investor. All income realized
- 2 -
by the Fund, including short-term capital gains, will be taxable to the share-
holder as ordinary income. Dividends from net income will be made annually or
more frequently at the discretion of the Fund's Board of Directors. Dividends
received shortly after purchase of shares by an investor will have the effect of
reducing the per-share net asset value of his shares by the amount of such divi-
dends or distributions and, although in effect a return of capital, are subject
to Federal income taxes.
The Fund is required by Federal law to withhold 31% of reportable payments
(which may include dividends, capital gains, distributions and redemptions) paid
to shareholders who have not complied with I.R.S. regulations. To avoid this
withholding requirement, you must certify on a W-9 tax form supplied by the
Fund that your Social Security or Taxpayer Identification Number provided is
correct and that you are not currently subject to back-up withholding, or that
you are exempt from back-up withholding.
INVESTMENT RESTRICTIONS
Bylaws of the Fund provide the following fundamental investment restrictions:
The Fund may not, except by the approval of a majority of the outstanding
shares; i.e. a) 67% or more of the voting securities present at a duly called
meeting, if the holders of more than 50% of the outstanding voting securities
are present or represented by proxy, or b) of more than 50% of the outstanding
voting securities, whichever is less:
(a) Act as underwriter for securities of other issuers except insofar as the
Fund may be deemed an underwriter in selling its own portfolio securities.
(b) Borrow money or purchase securities on margin, but may obtain such
short-term credit as may be necessary for clearance of purchases and sales
of se- curities for temporary or emergency purposes in an amount not
exceeding 5% of the value of its total assets.
(c) Sell securities short.
(d) Invest in securities of other investment companies except as part of a mer-
ger, consolidation , or purchase of assets approved by the Fund's share-
holders.
(e) Invest over 25% of its assets at the time of purchase in any one industry.
(f) Make investments in commodities, commodity contracts or real estate although
the Fund may purchase and sell securities of companies which deal in real
estate or interests therein.
(g) Make loans. The purchase of a portion of a readily marketable issue of pub-
licly distributed bonds, debentures or other debt securities will not be
considered the making of a loan.
(h) Acquire more than 10% of the securities of any class of another issuer,
treating all preferred securities of an issuer as a single class and all
debt securities as a single class, or acquire more than 10% of the voting
securities of another issuer.
(i) Invest in companies for the purpose of acquiring control.
(j) The Fund may not purchase or retain securities of any issuer if those offi-
cers and directors of the Fund or its Investment Adviser owning individual-
ly more than 1/2 of 1% of any class of security or collectively own more
than 5% of such class of securities of such issuer.
(k) Pledge, mortgage or hypothecate any of its assets.
(l) Invest in securities that may be subject to registration under the Securi-
ties Act of 1933 prior to sale to the public or that are not at the time of
purchase readily salable.
(m) Invest more than 5% of the total Fund assets, taken at market value at the
time of purchase, in securities of companies with less than three years'
continuous operation, including the operations of any predecessor.
(n) Issue senior securities.
- 3 -
INVESTMENT ADVISER
Bicurt Asset Management, Inc. is a New York corporation that acts as an
Investment Adviser to the Fund. William D. Curtin established the company in
January 1997 and is the sole owner, director and officer of the Investment
Adviser and president of the Fund. Mr. Curtin was a stock analyst for the
Forbes Investors Advisory Institute, a unit of Forbes Inc., from 1990 through
August 1994. He also advised the Forbes employee pension plans. Prior to his
work at Forbes, he was an editor in the Bizday section of The New York Times for
more than 20 years, where he primarily handled securities market coverage and
investment articles. He has also written investing columns for the paper. Mr.
Curtin has served as well as a trustee of the Newspaper Guild of New York/New
York Times pension plan. He is currently an editor at The New York Times.
On July 7, 1997 shareholders of the Fund approved a management and Advisory
contract with Bicurt Asset Management, Inc., which was unanimously approved by
the Board of Directors on July 7, 1997. This Agreement will continue on a year
to year basis provided that approval is voted at least annually by specif- ic
approval of the Board of Directors of the Fund or by vote of the holders of a
majority of the outstanding voting securities of the Fund, but, in either event,
it must also be approved by a majority of the directors of the Fund who are nei-
ther parties to the agreement nor interested persons as defined in the Invest-
ment Company Act of 1940 at a meeting called for the purpose of voting on such
approval. Under the Agreement, Bicurt Asset Management, Inc. will furnish
investment advice to the Directors of the Fund on the basis of a continuous re-
view of the portfolio and recommend to the Fund when and to what extent
securities should be purchased or disposed. The Agreement may be terminated at
any time, without the payment of any penalty, by the Board of Directors or by
vote of a majority of the outstanding voting securities of the Fund on not
more than 60 days written notice to Bicurt Asset Management, Inc. In the
event of its assignment, the Agreement will terminate automatically. Ultimate
decisions as to the investment policy and as to individual purchases and sales
of securities are made by the Fund's officers and directors. For these
services the Fund has agreed to pay to Bicurt Asset Management, Inc. a fee of 1%
per year on the net assets of the Fund. All fees are computed on the average
daily closing net asset value of the Fund and are payable monthly. The fee is
higher than the fee paid by most other funds. Not withstanding, the Investment
Adviser would forgo sufficient fees to hold the total expenses of the Fund to
less than 2.0% of the first 10 million in averaged assets and 1.5% of the next
20 million. These ratios were selected by the Board of Directors because they
are believed to meet the most restrictive state requirements.
Pursuant to its contract with the Fund, the Investment Adviser is required to
render research, statistical and advisory services to the Fund; to make specific
recommendations based on the Fund's investment requirements; and to pay salaries
of the Fund's employees who may be officers or directors or employees of the
Investment Adviser. Excepting these items, the Fund pays all other fees and
expenses incurred in conducting its business affairs. The Investment Adviser
has paid the initial organizational costs of the Fund and will reimburse the
Fund for any and all losses incurred because of purchase reneges.
OFFICERS AND DIRECTORS OF THE FUND
Officers and Directors of the Fund, together with their addresses, age, princi-
pal occupations and percent of shares outstanding held during the past five
years are:
Occupation Percent
Name and Address Age Position Past 5 Years of Class
William D. Curtin* 51 President Editor 100.00%
4747 Delafield Av. Interested New York Times
New York, NY 10471 Director Analyst
Forbes Inc.
- 4 -
Occupation Percent
Name and Address Age Position Past 5 Years of Class
Eileen A. Curtin* 52 Treasurer & Nurse 0.00%
4747 Delafield Av. Secretary Wartburg Home
New York, NY 10471 Wife of Mt. Vernon, NY
President
Joseph P. Foley 60 Non-Interested Attorney 0.00%
7 Mohican Lane Director Texaco Inc.
Irvington, NY White Plains, NY
John P. Gallagher 56 Non-Interested Vice President 0.00%
2 Fulton Walk Director & Consultant
Rockaway Point, NY Salomon Inc.
New York, NY
Vincent J. Lynch 49 Non-Interested Litigation 0.00%
55 Newell Drive Director Attorney
Basking Ridge, NJ New York, NY
William O'Meara 56 Non-Interested Restauranteur 0.00%
472 Manchester Road Director New York, NY
Yorktown Heights, NY
John J. Reilly 43 Non-Interested Sales Executive 0.00%
8 Meadow Ridge Road Director Steelcase Inc.
Warwick, NY New York, NY
Arthur R. Tully 47 Non-Interested Consulting Engineer 0.00%
Egberton Road Director & Partner
Campbell Hall, NY Land & Tully
Engineering P.C.
Goshen, NY
* Directors of the Fund who are considered "Interested Directors" as defined by
the Investment Company act of 1940. Mr. Curtin is President and owner of the
Fund's Investment Adviser and Mrs. Curtin is secretary and treasurer of the
Fund.
The Fund does not compensate its officers and directors affiliated with the In-
vestment Adviser except as they may benefit through payment of the Advisory fee.
The Fund does not intend to compensate its officers and directors until assets
exceed $2,500,000 although they will be reimbursed for their expenses.
CAPITALIZATION
Description of Common Stock: The authorized capitalization of the Fund consists
of 10,000,000 shares of common stock of $0.01 par value per share. Each share
has equal dividend, distribution and liquidation rights with no conversion or
pre-emptive rights. All shares issued are fully paid and non-accessible.
Voting Rights: Each shareholder has one vote for each share held. Voting
rights are noncumulative, which means that holders of a majority of shares can
elect all directors of the Fund if they so choose.
Major Shareholders: William Curtin, as of the date of this Prospectus, owns
all outstanding shares of the Fund.
PURCHASE OF SHARES - REINVESTMENTS
The offering price of the shares offered by the Fund is at the net asset value
per share next determined after receipt of the purchase order by the Fund and is
computed in the manner described under the caption "PRICING OF SHARES" in this
Prospectus. The Fund reserves the right at its sole descretion to terminate the
offering of its shares made by this Prospectus at any time and to reject pur-
- 5 -
chase applications when, in the judgment of management such termination or re-
jection is in the best interests of the Fund.
Initial Investments: Initial purchase of shares of the Fund may be made only by
application submitted to the Fund. For the convenience of investors, a Share
Purchase Application form is provided with this Prospectus. The minimum initial
purchase of shares is $1,000 which is due and payable three business days after
the purchase date. Less may be accepted under especial circumstances. The
Fund will be initially registered in New York and therefore restricted to New
York residents at the time of purchase. There will be no solicitation of out
of the state of New York potential shareholders until registration under the
Blue Sky laws of the state of residence have been met.
Subsequent Purchases: Subsequent purchases may be made by mail or by phone and
are due and payable five business days after the purchase date. The minimum is
$100, but less may be accepted under special circumstances.
Reinvestments: The Fund will automatically retain and reinvest dividends & cap-
ital gains distributions and use same for the purchase of additional shares for
the shareholder at net asset value as of the close of business on the distribu-
tion date. A Shareholder may at any time by letter or forms supplied by the
Fund direct the Fund to pay dividends and/or capital gains distributions, if
any, to such shareholder in cash.
Fractional Shares: Shares will be issued to three decimal places as purchased
from the fund. The fund will maintain an account for each shareholder of shares
for which no certificates have been issued.
RETIREMENT PLANS
Individual Retirement Account: Persons who earn compensation and are not active
participants (and who do not have a spouse who is an active participant) in an
employee maintained retirement plan may establish Individual Retirement Accounts
(I.R.A.) using Fund shares. Annual contributions, limited to the lesser of
$2,000 or 100% of compensation, are tax deductible from gross income. This IRA
deduction is also retained for individual taxpayers and married couples with
adjusted gross incomes within certain specified limits. All individuals may
make nondeductible I.R.A. contributions to separate accounts to the extent that
they are not eligible for a deductible contribution.
Earnings under the I.R.A. are reinvested and are tax-deferred until withdrawals
begin. The maximum annual contribution may be increased to $4,000 if you have
a spouse who earns no compensation during the taxable year. A separate and
independent Spousal I.R.A. must be maintained.
You may begin to make non-penalty withdrawals as early as age 59 1/2 or as late
as age 70 1/2. In the event of death or disability, withdrawals may be made be-
fore age 59 1/2 without penalty.
A Disclosure Statement is required by U.S. Treasury regulations. This Statement
describes the general provisions of the I.R.A. and is forwarded to all
prospective I.R.A.'s. There is no charge to open and maintain a Breezy Point
Fund I.R.A.. This policy may be changed by the Board of Directors if they
deem it to be in the best interests of all shareholders. All I.R.A.'s may be
revoked within 7 days of their establishment with no penalty.
REDEMPTION OF SHARES
The Fund will redeem all or any part of the shares of any shareholder who ten-
ders a request for redemption (if certificates have not been issued) or certifi-
- 6 -
cates with respect to shares for which certificates have been issued. In either
case, proper endorsements guaranteed either by a national bank or a member firm
of the New York Stock Exchange will be required unless the shareholder is known
to management. The redemption price is the net asset value per share next de-
termined after notice is received by the Fund for redemption of shares. The
proceeds received by the shareholder may be more or less than his cost of such
shares, depending upon the net asset value per share at the time of redemption
and the difference should be treated by the shareholder as a capital gain or
loss for Federal income tax purposes.
Payment by the Fund will ordinarily be made within three business days after
tender. The Fund may suspend the right of redemption or postpone the date of
payment if: The New York Stock Exchange is closed for other than customary week-
end or holiday closings, or when trading on the New York Stock Exchange is re-
stricted as determined by the Securities and Exchange Commission or when the
Securities and Exchange Commission has determined that an emergency exists, mak-
ing disposal of fund securities or valuation of net assets not reasonably prac-
ticable. The Fund intends to make payments in cash. However, the Fund reserves
the right to make payments in kind.
BROKERAGE
The Fund requires all brokers to effect transactions in portfolio securities in
such a manner as to get prompt execution of the orders at the most favorable
price. The Fund will place all orders for purchases and sales of its portfolio
securities through the Fund's President, who is answerable to the Fund's Board
of Directors. He may select brokers who, in addition to meeting the primary
requirements of execution and price, may furnish statistical or other factual
information and services that appear helpful or necessary to the Fund's normal
operations. Information or services may include economic studies, industry
studies, statistical analyses, corporate reports or other forms of assistance to
the Fund. No effort will be made in any given circunstance to determine the
value of these services or the amount they might have reduced Adviser expenses.
Other than as set forth above, the Fund has no fixed policy, formula, method or
criteria which it uses in allocating brokerage business to firms furnishing
these materials and services. The Board of Directors will evaluate and review
the reasonableness of brokerage commissions paid to brokers not affiliated with
Fund officers or the Adviser on a monthly basis initially and, after the first
year of operation at least semiannually.
- 7 -
Independent Auditor's Report
The independent auditor's report will be added to the definitive copy. The
auditors will be Landsburg Platt Raschiatore & Dalton, 117 South 17th Street
13th Floor, Philadelphia, PA 19103. They can be reached at (215) 561-6633.
- 12 -
FORM N-1A
PART C - OTHER INFORMATION
Contents Page #
1. Financial Statements & Exhibits 1
2. Control Persons 1
3. Number of Shareholders 1
4. Indemnification 1
5. Activities of Investment Adviser 1
6. Principal Underwriters 1
7. Location of Accounts & Records 2
8. Management Services 2
9. Distribution Expenses 2
10. Undertakings 2
11. Auditor's Consent 3
12. Signatures 4
Exhibits
Certificate of Incorporation 3.1
By-Laws 3.2
Investment Advisory Contract 10.1
Reimbursement Agreements - Officers/Directors 10.2
Opinion of Counsel Concerning Fund Securities 99.1
- i -
1. a. Financial Statements - Financial statements are presented in Part B.
These include:
Statement of Assets & Liabilities
Schedule of Investments in Securities
Statement of Operations
Statement of Changes in Net Assets
Statement of Changes in Net Assets
Notes to Statement of Assets and Liabilities
A post-effective amendment containing reasonably current financial statements
which will not be certified will be filed with the Securities and Exchange
Commission within 4 to 6 months of the effective date of this filing.
b. Exhibits - All exhibits believed to be applicable to this filing include:
( 3.1) Certificate of Incorporation
( 3.2) By-Laws
(10.1) Investment Advisory Contract
(10.2) Reimbursement Agreements with Officers and/or Directors
(99.1) Opinion of Counsel Concerning Fund Securities
2. Control Persons - Not applicable
3. Number of Shareholders - There is one shareholder of The Breezy Point
Fund Inc. as of this filing.
4. Indemnification - Insofar as indemnification for liability arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, the registrant has been advised
that, in the opinion of the Securities and Exchange Commission, such in-
demnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of ex-
penses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceed-
ing) is asserted by such director, officer or controlling person in con-
nection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whe-
ther such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
5. Activities of Investment Adviser - Bicurt Asset Management's activity at
the present time is performance on its Investment Advisory Contract
currently effective with the Breezy Point Fund Inc. William Curtin is the
owner, officer and director of Bicurt Asset Management Inc.
6. Principal Underwriter - The Fund acts as its own underwriter.
7. Location of Accounts & Records - All fund records are held at corporate
headquarters at 4747 Delafield Av, New York, NY, 10471, with the ex-
ception of security certifications, which are in a safe deposit box at
the Chase Manhattan Bank, 5656 Riverdale Av, New York, NY 10471.
8. Not applicable
9. Distribution Expenses - The fund currently bears no distribution expenses.
10. Not applicable
- 2 -
- 3 -
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Invest-
ment Company Act of 1940, THE BREEZY POINT FUND, Inc. certifies that it
meets all of the requirements for effectiveness of this Registration State-
ment and has duly caused this amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York and State of New York, on the 7th day of July, 1997.
THE BREEZY POINT FUND, INC.
William D. Curtin
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
William D. Curtin President, CEO and Director 7-07-97
Eileen A. Curtin Treasurer and Secretary 7-07-97
Joseph P. Foley Director 7-07-97
John P. Gallagher Director 7-07-97
Vincent J. Lynch Director 7-07-97
William O'Meara Director 7-07-97
John J. Reilly Director 7-07-97
Arthur R. Tully Director 7-07-97
- 4 -
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
THE BREEZY POINT FUND, INC.
Under Section 402 of the Business Corporation Law
FIRST: The name of the corporation is:
THE BREEZY POINT FUND, INC.
SECOND: This corporation is formed to engage in any lawful act
or activity for which a corporation may be organized under the
Business Corporation Law, provided that it is not formed to engage
in any act or activity requiring the consent or approval of any
state official, department, board, agency, or other body.
THIRD: The county within this state, in which the office of the
corporation is to be located is:
BRONX.
FOURTH: The total number of shares which the corporation shall
have authority to issue and a statement of the par value of each
share or a statement that the shares are without par value are:
10,000,000 With Par Value of $0.01.
FIFTH: The secretary of state is designated as agent of the
corporation upon whom process against the corporation may be
served. The post office address to which the secretary of state
shall mail a copy of any process accepted on behalf of the
corporation is:
THE BREEZY POINT FUND, INC.
4747 DELAFIELD AV
BRONX, NY 10471
SIXTH: (optional) The name and street address in this state of
the registered agent upon whom process against the corporation may
be served is: .
SEVENTH: (optional - if this provision is used, a specific date
must be stated which is not before, nor more than 90 days after the
date of filing) The date corporate existence shall begin, if other
than the date of filing, is: .
IN WITNESS WHEREOF, this certificate has been subscribed this
11th day of March, 1997, by the undersigned, who affirms that
the statements made herein are true under the penalties of perjury.
/s/ William Curtin
William Curtin
4747 Delafield Av
Bronx, NY 10471
This form may not contain any attachments or riders
except an original receipt evidencing reservation of name.
EXHIBIT 3.2
THE BREEZY POINT FUND, INC. BYLAWS
ARTICLE I - OFFICES
Section 1. The principal office of the Corporation shall be in the City of New
York, County of Bronx, State of New York. The Corporation shall also have
offices at such other places as the Board of Directors may from time to time
determine and the business of the Corporation may require.
ARTICLE II - STOCKHOLDERS AND STOCK CERTIFICATES
Section 1. Every stockholder of record shall be entitled to a stock certificate
representing the shares owned by him. Stock certificates shall be in such form
as may be required by law and as the Board of Directors shall prescribe. Every
stock certificate shall be signed by the President or a Vice President and by
the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary, and sealed with the corporate seal, which may be a facsimile, either
engraved or printed. Whenever permitted by law, the Board of Directors may
authorize the issuance of stock certificates bearing the facsimile signatures of
the officers authorized to sign such certificates.
Section 2. Shares of the capital stock of the Corporation shall be transferable
only on the books of the Corporation by the person in whose name such shares are
registered, or by his duly authorized transfer agent. In case of transfers by
executors, administrators, guardians or other legal representatives, duly
authenticated evidence of their authority shall be produced, and may be required
to be deposited and remain with the corporation or its duly authorized transfer
agent. No transfer shall be made unless and until the certificate issued to the
transferor shall be delivered to the Corporation, or its duly authorized
transfer agent, properly endorsed.
Section 3. Any person desiring a certificate for shares of the capital stock of
the Corporation to be issued in lieu of one lost or destroyed shall make an
affidavit or affirmation setting forth the loss or destruction of such stock
certificate, and shall advertise such loss or destruction in such manner as the
Board of Directors may require, and shall, if the Board of Directors shall so
require, give the Corporation a bond of indemnity, in such form and with such
security as may be satisfactory to the Board, indemnifying the Corporation
against any loss that may result upon the issuance of a new stock certificate.
Upon receipt of such affidavit and proof of publication of the advertisement of
such loss or destruction, and the bond, if any, required by the Board of
Directors, a new stock certificate may be issued of the same tenor and for the
same number of shares as the one alleged to have been lost or destroyed.
Section 4. The Corporation shall be entitled to treat the holder of record of
any share or shares of its capital stock as the owner thereof, and accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not the
Corporation shall have express or other notice thereof, except as otherwise
provided by the laws of the State of New York.
ARTICLE III - MEETING OF STOCKHOLDERS
Section 1. The annual meeting of the stockholders of the Corporation for the
election of directors and for the transaction of general business shall be held
at the principal office of the Corporation, or at such other place within or
without the State of New York as the Board of Directors may from time to time
prescribe, on the third Tuesday in July at 8:00 P.M. in each year, unless that
day shall be duly designated as a legal holiday, in which event the annual
meeting of the stockholders shall be held on the first day following which is
not a holiday. The place of the annual meeting of the stockholders of the
Corporation shall not be changed within sixty days before the day on which such
meeting is to be held. A notice of any change in the place of the annual
meeting shall be given to each stockholder twenty days before the election is
held.
Section 2. Special meetings of the stockholders may be called at any time by
the President, and shall be called at any time by the President, or by the
Secretary, upon the written request of a majority of the members of the Board of
Directors, or upon the written request of the holders of a majority of the
shares of the capital stock of the Corporation issued and outstanding and
entitled to vote at such meeting. Upon receipt of a written request from any
person or persons entitled to call a special meeting, which shall state the
object of the meeting, it shall be the duty of the President; or, in his
absence, the Secretary, to call such meeting to be held not less than ten days
nor more than sixty days after the receipt of such request. Special meetings of
the stockholders shall be held at the principal office of the Corporation, or at
such other place within or without the State of New York as the Board of
Directors may from time to time direct, or at such place within or without the
State of New York as shall be specified in the notice of such meeting.
Section 3. Notice of the time and place of the annual or any special meeting of
the stockholders shall be given to each stockholder entitled to notice of such
meeting at least ten days prior to the date of such meeting. In the case of
special meetings of the stockholders, the notice shall specify the object or
objects of such meeting, and no business shall be transacted at such meeting
other than that mentioned in the call.
Section 4. The Board of Directors may close the stock transfer books of the
corporation for a period not exceeding sixty days preceding the date of any
meeting of stockholders, or the date for payment of any dividends, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period of not exceeding
sixty days in connection with the obtaining of the consent of stockholders for
any purpose; provided, however, that in lieu of closing the stock transfer books
as aforesaid, the Board of Directors may fix in advance a date, not exceeding
sixty days preceding the date of any meeting of stockholders, or the date for
the payment of any dividend, or the date for the allotment of rights of the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date as aforesaid.
Section 5. At least ten days before every election of directors of the
Corporation, the Secretary shall prepare and file in the office where the
election is to be held a complete list of the stockholders entitled to vote at
the ensuing election, arranged in alphabetical order, with the residence of each
stockholder and the number of voting shares held by him, and such list shall at
all times, during the usual hours for business and during the whole time of said
election, be open to the examination of any stockholder.
Section 6. At all meetings of the stockholders, a quorum shall consist of the
persons representing a majority of the outstanding shares of the capital stock
of the Corporation entitled to vote at such meeting. In the absence of a quorum
no business shall be transacted except that the stockholders present in person
or by proxy and entitled to vote at such meeting shall have power to adjourn the
meeting from time to time without notice other than announcement at the meeting
until a quorum shall be present. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting on the date specified in the original notice. If a
quorum is present at any meeting the holders of the majority of the shares of
the Corporation issued and outstanding and entitled to vote at the meeting who
shall be present in person or by proxy at the meeting shall have power to act
upon all matters properly before the meeting, and shall also have power to
adjourn the meeting to any specific time or times, and no notice of any such
adjourned meeting need be given to stockholders absent or otherwise.
Section 7. At all meetings of the stockholders the following order of business
shall be substantially observed, as far as it is consistent with the purpose of
the meeting:
Election of Directors
Ratification of Elections of Auditors
New Business
Section 8. At any meeting of the stockholders of the Corporation every
stockholder having the right to vote shall be entitled in person or by proxy
appointed by an instrument in writing subscribed by such stockholder and bearing
a date not more than three years prior to said meeting unless such instrument
provides for a longer period, to one vote for each share of stock having voting
power registered in his name on the books of the corporation.
ARTICLE IV - DIRECTORS
Section 1. The Board of Directors shall consist of not less than three nor more
than twelve members, who may be any persons, whether or not they hold any shares
of the capital stock of the corporation.
Section 2. The directors shall be elected annually by the stockholders of the
Corporation at their annual meeting, and shall hold office for the term of one
year and until their successors shall be duly elected and shall qualify.
Section 3. The Board of Directors shall have the control and management of the
business of the Corporation, and in addition to the powers and authority by
these bylaws expressly conferred upon them, may, subject to the provisions of
the laws of the State of New York and of the Certificate of Incorporation,
exercise all such powers of the Corporation and do all such acts and things as
are not required by law or by the Certificate of Incorporation to be exercised
or done by the stockholders.
Section 4. If the office of any director becomes or is vacant by reason of
death, resignation, removal, disqualification or otherwise, the remaining
directors may by vote of a majority of said directors choose a successor or
successors who shall hold office for the unexpired term, provided that vacancies
on the Board of Directors may be so filled only if, after the filling of the
same, at least two-thirds of the directors then holding office would be
directors elected to such office by the stockholders at a meeting or meetings
called for the purpose. In the event that at any time less than a majority of
the directors were so elected promptly as possible and in any event within sixty
days for the purpose of electing directors to fill any vacancy which has not
been filled by the directors in office, any other vacancies in the Board of
Directors not filled by the directors may also be filled for an unexpired term
by the stockholders at a meeting called for that purpose.
Section 5. The Board of Directors shall have power to appoint, and at its
discretion to remove or suspend, any officer, officers, managers,
superintendents, subordinates, assistants, clerks, agents and employees,
permanently or temporarily, as the Board may think fit, and to determine their
duties and to fix, and from time to time change, their salaries or emoluments,
and to require security in such instances and in such amounts as it may deem
proper. No contract of employment for services to be rendered to the
Corporation shall be of longer duration than two weeks, unless such contract of
employment shall be in writing, signed by the officers of the Corporation and
approved by the Board of Directors.
Section 6. In case of the absence of an officer of the Corporation, or for any
other reason which may seem sufficient to the Board of Directors, the Board may
delegate his powers and duties for the time being to any other officer of the
Corporation or to any director.
Section 7. The Board of Directors may, by resolution or resolutions passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of two or more of the directors of the Corporation, which to the extent
provided in such resolution or resolutions, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation, and may have power to authorize the seal of the Corporation
to be affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors. Any such committee shall keep
regular minutes of its proceedings, and shall report the same to the Board when
required.
Section 8. The Board of Directors may hold their meetings and keep the books of
the Corporation, except the original or duplicate stock ledger, outside of the
State of New York at such place or places as they may from time to time
determine.
Section 9. The Board of Directors shall have power to fix, and from time to
time to change the compensation, if any, of the directors of the Corporation.
Section 10. The Board of Directors shall present at each annual meeting of the
shareholders, and, when called for by vote of the stockholders, at any special
meeting of the stockholders, a full and clear statement of the business and
condition of the Corporation.
ARTICLE V - DIRECTORS MEETINGS
Section 1. Regular meetings of the Board of Directors shall be held without
notice at such times and places as may be free from time to time prescribed by
the Board.
Section 2. Special meetings of the Board of Directors may be called at any time
by the President, and shall be called by the President upon the written request
of a majority of the members of the Board of Directors. Unless notice is waived
by all the members of the Board of Directors, notice of any special meeting
shall be sent to each director at least twenty-four hours prior to the date of
such meeting, and such notice shall state the time, place and object or objects
of such special meeting.
Section 3. Three members of the Board of Directors shall constitute a quorum
for the transaction of business at any meeting. The act of a majority of the
directors present at any meeting where there is a quorum shall be the act of the
Board of Directors, except as may be otherwise specifically provided by statue
or by the Certificate of Incorporation or by these bylaws.
Section 4. The order of business at meetings of the Board of Directors shall be
described from time to time by the Board.
ARTICLE VI - OFFICERS AND AGENTS
Section 1. At the first meeting of the Board of Directors after the election of
directors in each year, the Board shall elect a President, a Secretary and a
Treasurer, and may elect or appoint one or more Vice Presidents, Assistant
Secretaries, Assistant Treasurers, and such other officers and agents as the
Board may deem necessary and as the business of the Corporation may require.
Section 2. The President and the Chairman of the Board shall be elected from
the membership of the Board of Directors, but other officers need not be members
of the Board of Directors. Any two or more offices may be held by the same
person. All officers of the Corporation shall serve for one year and until
their successors shall have been duly elected and shall have qualified;
provided, however, that any officer may be removed at any time, either with or
without cause, by action of the Board of Directors.
Section 3. The salaries of all officers and agents of the Corporation shall be
fixed by the Board of Directors.
ARTICLE VII - DUTIES OF OFFICERS
PRESIDENT
Section 1. The President shall be the Chief Executive Officer and head of the
Corporation, and in the recess of the Board of Directors shall have the general
control and management of its business and affairs, subject, however, to the
regulations of the Board of Directors. He shall preside at all meetings of the
stockholders and shall be a member ex officio of all standing committees.
Section 2. The President shall call all special or other meetings of the
stockholders and Board of Directors. In case the President shall at any time
neglect or refuse to call a special meeting of the stockholders when requested
so to do by a majority of the directors, or by the stockholder representing a
majority of the stock of the Corporation, as is elsewhere in these bylaws
provided, then and in such case, such special meeting shall be called by the
Secretary, or in the event of his neglect or refusal to call such meeting, may
be called by a majority of the directors or by the stockholders representing a
majority of the stock of the Corporation, who desire such special meeting, as
the case may be, upon notice as hereinbefore provided. In case the President
shall at any time neglect or refuse to call a special meeting of the Board of
Directors when requested to do so by a majority of the Directors, as is
elsewhere in these bylaws provided, then and in such case, such special meeting
may be called by the majority of the directors desiring such special meeting,
upon notice as hereinbefore provided.
VICE PRESIDENTS
Section 3. In case of the absence of the President, the Vice President, or, if
there be more than one Vice President, then the Vice Presidents, according to
their seniority, shall preside at the meetings of the stockholders of the
Corporation. In the event of the absence, resignation, disability or death of
the President, such Vice President shall exercise all the powers and perform all
the duties of the President until the return of the President or until such
disability shall have been removed or until a new President shall have been
elected.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 4. The Secretary shall attend all meetings of the stockholders and he
shall record all the proceedings thereof in a book to be kept for that purpose
and he shall be the custodian of the corporate seal of the Corporation. In the
absence of the Secretary, an Assistant Secretary or any other person appointed
or elected by the Board of Directors, as is elsewhere in these bylaws provided,
may exercise the rights and perform the duties of the Secretary.
Section 5. The Assistant Secretary, or, if there be more than one Assistant
Secretary, then the Assistant Secretaries in the order of their seniority shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary. Any Assistant Secretary elected by the Board shall
also perform such other duties and exercise such other powers as the Board of
Directors shall from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 6. The Treasurer shall keep full and correct accounts of the receipts
and expenditures of the Corporation in books belonging to the Corporation, and
shall deposit all money and valuable effects in the name and to the credit of
the Corporation and in such depositories as may be designated by the Board of
Directors, and shall, if the Board shall so direct, give bond with sufficient
security and in such amount as may be required by the Board of Directors for the
faithful performance of his duties. He shall disburse funds of the Corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and Board of Directors at the
regular meetings of the Board, or whenever they may require it, an account of
all his transactions as the chief fiscal officer of the corporation, and of the
financial condition of the Corporation.
Section 7. The Assistant Treasurer, or if there be more than one Assistant
Treasurer, then the Assistant Treasurers in the order of their seniority, shall,
in the absence or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer. Any Assistant Treasurer elected by the Board shall
also perform such duties and exercise such powers as the Board of Directors
shall from time to time prescribe.
ARTICLE VIII - CHECKS, DRAFTS, NOTES, ETC.
Section 1. All checks shall bear the signature of such person or persons as the
Board of Directors may from time to time direct.
Section 2. All notes and other similar obligations and acceptances of drafts by
the Corporation shall be signed by such person or persons as the Board of
Directors may from time to time direct.
Section 3. Any officer of the Corporation or any other employee, as the Board
of Directors may from time to time direct, shall have full power to endorse for
deposit all checks and all negotiable paper drawn payable to his or their order
or to the order of the Corporation.
ARTICLE IX - CORPORATE SEAL
Section 1. The corporate seal of the Corporation shall have inscribed thereon
the name of the Corporation, the year of its organization, and the words
Corporate Seal, New York. Such seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE X - DIVIDENDS
Section 1. Dividends upon the shares of the capital stock of the Corporation
may, subject to the provisions of the Certificate of Incorporation, if any, be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock of the Corporation.
Section 2. Before payment of any dividend there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the Board
of Directors may, from time to time, in their absolute discretion, think proper
as a reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Board of Directors shall deem to be for the best interests of the
Corporation, and the Board of Directors may abolish any such reserve in the
manner in which it was created.
ARTICLE XI - FISCAL YEAR
Section 1. The fiscal year of the Corporation shall begin on January 1 of each
year, and end on December 31 of each year.
ARTICLE XII - NOTICES
Section 1. Whenever under the provisions of these bylaws notice is required to
be given to any director or stockholder, it shall not be construed to mean
personal notice, and such notice may be given in writing, by mail, by depositing
the same in the post office or letter box, in a postpaid sealed wrapper,
addressed to such director or stockholder at such address as shall appear on the
books of the Corporation, or, if the address of such director or stockholder
does not appear on the books of the Corporation, to such director or stockholder
at the General Post Office in the City of New York, New York and such notice
shall be deemed to be given at the time it shall be so deposited in the post
office or letter box. In the case of directors, such notice may also be given
by telephone, telegraph or cable.
Section 2. Any notice required to be given under these bylaws may be waived in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein.
ARTICLE XIII - INDEMNIFICATION
Each director and officer (and his heirs, executors, and administrators) shall
be indemnified by the Corporation against reasonable costs and expenses incurred
by him in connection with any action, suit or proceeding to which he may be made
a party by reason of his being or having been a director or officer of the
Corporation.
ARTICLE XIV - AMENDMENTS
Section 1. These bylaws may be amended, altered, repealed or added to at the
annual meeting of the stockholders of the Corporation or of the Board of
Directors, or at any special meeting of the stockholders or of the Board of
Directors called for that purpose, by the affirmative vote of the holders of a
majority of the shares of capital stock of the Corporation then issued and
outstanding and entitled to vote, or by a majority of the Whole Board of
Directors, as the case may be.
ARTICLE XV - INVESTMENT RESTRICTIONS
The bylaws of the Fund provide the following fundamental investment
restrictions; the Fund may not, except by approval of a majority of the voting
securities present at a duly called meeting, if the holders of more than 50% of
the outstanding voting securities are present or represented by proxy, or (b) of
more than 50% of the outstanding voting securities, whichever is less:
(a) Act as underwriter for securities of other issuers.
(b) Borrow money or purchase securities on margin, but may obtain such
short-term credit as may be necessary for clearance of purchases and sales of
securities for temporary or emergency purposes in an amount not exceeding 5% of
the value of its total assets.
(c) Sell securities short.
(d) Invest in securities of other investment companies except as part of a
merger, consolidation, or purchase of assets approved by the Fund's shareholders
or by purchases with no more than 10% of the Fund's assets in the open market
involving only customary broker's commissions.
(e) Invest more than 25% of its assets at the time of purchase in any one
industry.
(f) Make investments in commodities, commodity contracts or real estate although
the Fund may purchase and sell securities of companies that deal in real estate
or interests therein.
(g) Make loans. The purchase of a portion of a readily marketable issue of
publicly distributed bonds, debentures or other debt securities will not be
considered the making of a loan.
(h) Acquire more than 10% of the securities of any class of another issuer,
treating all preferred securities of an issuer as a single class and all debt
securities as a single class, or acquire more than 10% of the voting securities
of another issuer.
(i) Invest in companies for the purpose of acquiring control.
(j) Purchase or retain securities of any issuer if those officers and directors
of the Fund or its Investment Adviser owning individually more than 1/2 of 1% of
any class of security collectively own more than 5% of such class of securities
of such issuer.
(k) Pledge, mortgage or hypothecate any of its assets.
(l) Invest in securities that may be subject to registration under the
Securities Act of 1933 prior to sale to the public or which are not at the time
of purchase readily salable.
(m) Invest more than 5% of the total Fund assets, taken at market value at the
time of purchase, in securities of companies with less than three year's
continuing operation, including the operation of any predecessor.
(n) Issue senior securities.
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EXHIBIT - 10.1
INVESTMENT ADVISORY CONTRACT
AGREEMENT, made by and between The Breezy Point Fund, Inc., a New York
Corporation, (hereinafter called "Fund") and Bicurt Asset Management, Inc., a
New York Corporation (hereinafter called "Investment Adviser")
WITNESSETH: WHEREAS, Fund engages in the business of investing and reinvesting
its assets and property in various stocks and securities and Investment Adviser
engages in the business of providing investment advisory services.
1. The Fund hereby employs the Investment Adviser, for the period set forth in
Paragraph 6 hereof, and on the terms set forth herein, to render investment
advisory services to the Fund, subject to the supervision and direction of the
Board of Directors of the Fund. The Investment Adviser hereby accepts such
employment and agrees, during such period, to render the services and assume the
obligations herein set forth, for the compensation provided. The Investment
Adviser shall, for all purposes herein, be deemed to be an independent
contractor, and shall, unless otherwise expressly provided and authorized, have
no authority to act for or represent the Fund in any way, or in any way be
deemed an agent of the Fund.
2. As a compensation for the services to be rendered to the Fund by the
Investment Adviser under the provisions of this Agreement, the Fund shall pay to
the Investment Adviser monthly a fee equal to one-twelfth of one percent per
month, (the equivalent of 1% per annum) of the daily average net assets of the
Fund during the month. The first payment of fee hereunder shall be prorated on
a daily basis from the date this Agreement takes effect.
3. It is expressly understood and agreed that the services to be rendered by
the Investment Adviser to the Fund under the provisions of this Agreement are
not to be deemed to be exclusive, and the Investment Adviser shall be free to
render similar or different services to others so long as its ability to render
the services provided for in this Agreement shall not be impaired thereby.
4. It is understood and agreed that directors, officers, employees, agents and
shareholders of the Fund may be interested in the Investment Adviser as
directors, officers, employees, agents and shareholders, and that directors,
officers, employees, agents and shareholders of the Investment Adviser may be
interested in the Fund, as directors, officers, employees, agents and
shareholders or otherwise, and that the Investment Adviser, itself, may be
interested in the Fund as a shareholder or otherwise, specifically, it is
understood and agreed that directors, officers, employees, agents and
shareholders of the Investment Adviser may continue as directors, officers,
employees, agents and shareholders of the Fund; that the Investment Adviser, its
directors, officers, employees, agents and shareholders may engage in other
business, may render investment advisory services to other investment companies,
or to any other corporation, association, firm or individual, may render
underwriting services to the Fund, or to any other investment company,
corporation, association, form or individual. The Fund shall bear expenses and
salaries necessary and incidental to the conduct of its business, including but
not in limitation of the foregoing, the costs incurred in the maintenance of its
own books, records, and procedures; dealing with its own shareholders; the
payment of dividends; transfers of stock (including issuance & redemption of
shares); reports and notices to shareholders; expenses of annual stockholders'
meetings; miscellaneous office expenses; brokerage commissions; taxes, and
custodian, legal, accounting and registration fees. Employees, officers and
agents of the Investment Adviser who are, or may in the future be, directors
and/or senior officers of the Fund shall receive no remuneration from the Fund
for acting in such capacities for the Fund. In the conduct of the respective
businesses of the parties hereto and in the performance of this agreement, the
Fund and Investment Adviser may share common facilities and personnel common to
each, with appropriate proration of expenses.
5. Investment Adviser shall give the Fund the benefit of its best judgment and
efforts in rendering these services, and Fund agrees as an inducement to the
undertaking of these services that Investment Adviser shall not be liable
hereunder for any mistake of judgment or any event whatsoever, provided that
nothing herein shall be deemed to protect, or purport to protect, Investment
Adviser against any liability to Fund or to its security holders to which
Investment Adviser would otherwise be subject by reason of bad faith or fraud in
the performance of duties hereunder. The Investment Adviser shall be indemnified
by the corporation against reasonable costs and expenses incurred by him in
connection with any action, suit or proceeding to which he may be made a party
by reason of his being or having been the Investment Adviser.
6. This agreement shall continue in effect until June 30, 1998, and,
thereafter, only so long as such continuance is approved at least annually by
votes of the Fund's Board of Directors, cast in person at a meeting called for
the purpose of voting on such approval, including the votes of a majority of the
Directors who are not parties to such agreement or interested persons of any
such party. This agreement may be terminated at any time upon 60 days' prior
written notice, without the payment of any penalty, by the Fund's Board of
Directors or by vote of a majority of the outstanding voting securities of the
Fund. The contract will automatically terminate in the event of its assignment
by the Investment Adviser (within the meaning of the Investment Company Act of
1940), which shall be deemed to include a transfer of control of the Investment
Adviser. Upon the termination of this agreement, the obligations of all the
parties hereunder shall cease and terminate as of the date of such termination,
except for any obligation to respond for a breach of this Agreement committed
prior to such termination and except for the obligation of the Fund to pay to
the Investment Adviser the fee provided in Paragraph 2 hereof, prorated to the
date of termination.
7. This Agreement shall not be assigned by the Fund without prior written
consent thereto of the Investment Adviser. This Agreement shall terminate
automatically in the event of its assignment by the Investment Adviser unless an
exemption from such automatic termination is granted by order or rule of the
Securities and Exchange Commission.
IN WITNESS WHEREOF, the parties hereto have caused their corporate seals to be
affixed and duly attested and their presence to be signed by their duly
authorized officers this 7th day of July, 1997.
The Breezy Point Fund, Inc.
By: _________________________________
William Curtin, President
Attest: _________________________________
Eileen Curtin, Treasurer
Bicurt Asset Management, Inc.
By: _________________________________
William Curtin, President
Attest: _________________________________
Eileen Curtin
- 2 -
EXHIBIT - 10.2
REIMBURSEMENT AGREEMENTS
The Fund will reimburse officers and directors not affiliated with the
Investment Adviser to compensate for travel expenses associated with performance
of their duties.
The Fund has no plans to compensate officers and directors who are affiliated
with the Investment Adviser except indirectly through payment of the management
fee.
- 1 -
EXHIBIT - 99.1
Kevin Curtin
Attorney At Law
10115 Greenwood Avenue North, Suite 298
Seattle, WA 98133
Breezy Point Fund Inc.
Gentlemen:
I have been asked to provide this opinion in connection with the registration
under the Securities Act of 1933 ("Securities Act") of 1,500,000 shares of the
Common Capital Stock (par value $0.01 per share) of the Breezy Point Fund Inc.
("Fund").
I have examined the Certificate of Incorporation of the Fund, the Bylaws of the
Fund, various pertinent corporate proceedings and such other items considered to
be material to determine the legality of the authorized but unissued shares of
the Fund's common stock.
Based upon the foregoing, it is my opinion that, upon effectiveness of the
Securities Act Registration Statement of the Fund, filed pursuant to the
provisions of Section 24(e) of the Investment Company Act of 1940 to register
1,500,000 shares of the Fund's common stock ($0.01 per share par value), and
during such time as such Registration Statement continues to be in effect, the
Fund will be authorized to solicit, and cause to be solicited, share purchase
orders, and to issue its shares for a cash consideration, as described in the
Fund's proposed Prospectus and Statement of Additional Information, which shares
so issued will be validly issued, fully paid and non-assessable.
I offer no opinion with respect to the offer and sales of the Fund's securities
under the security laws of the several states, the District of Columbia, any
territory of the United States or any foreign country.
I consent to the inclusion of this opinion as an exhibit to the Securities Act
Registration Statement of the Fund and to the reference in the Fund's Prospectus
and/or Statement of Additional Information to the fact that this opinion
concerning the legality of the issue on behalf of the Fund, as issuer, has been
rendered by me.
Very Truly Yours,
_____________________________
Kevin Curtin
- 1 -
