INVESTORS RESEARCH FUND INC
497, 1996-05-16
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             AMENDMENTS TO INVESTORS RESEARCH FUND, INC. PROSPECTUS
                             DATED JANUARY 30, 1996




1. Restrictions On Purchase Of New Shares By Check.

Our transfer agent,  DST Systems,  Inc., has informed the Fund that all transfer
agents are experiencing increased efforts by criminals to tap into the resources
of mutual fund investors.  Therefore,  effective Abril 15, 1996, the fund can no
longer  accept  "third party checks" for the purchase of new shares of Investors
Research Fund, Inc, "Third party checks" are defined as checks made payable to a
payee other than Investors Research Fund, DST Systems, Inc., or the custodian of
an account (such as Investors Fiduciary Trust Company). The Fund recommends that
checks for new shares be made payable to Investors Research Fund, inc.

2. Safeguards Against Fraudulent Redemption Requests.

Our transfer  agent is also  concerned  about  fraudulent  redemption  requests,
particularly  the  practice  of  requesting  change of a  shareholder's  mailing
address  without the  knowledge of the  shareholder.  The Criminal then requests
redemption of some or all of the shareholders  shares,  with check to be sent to
the  new  address.  All of  that  without  the  knowledge  of  the  shareholder.
Accordingly,  effective  April  15,  1996,  the  Fund  will  no  longer  honor a
redemption  request  which is  received  less than  (60)  sixty  days  after the
requesting  shareholder's  record address has been changed unless the request is
accompanied by a guarantee of the shareholder's signature,  please refer to page
18 of the prospectus for a discussion of signature guarantees. Additionally, any
changes in a shareholder's  banking information to be effected after the initial
information  has been  received by the Fund or the  Transfer  Agent will require
that the request be accompanied by a signature guarantee.

3. Elimination of the Fund's Policy of using Leverage To Purchase Additional
   Shares.

Effective March 26, 1996, the  shareholder's  of the fund voted to eliminate the
policy granting  authorization  to borrow Money to purchase more shares than the
number that could be  purchased  with the assets of the Fund.  By virtue of that
action,  the  discussion of the technique of borrowing  money from banks for the
purpose of purchasing  shares of stock contained on page 5 and the discussion of
fundamental  policies  concerning that type of borrowing on pages 5 and 6 are no
longer effective and should be disregarded.

4. Election of Director.

At the annual  meeting of  Shareholders  hold March 26, 1996,  William J. Nasif,
C.P.A. was elected as a director of the Fund by the shareholders.  Mr. Nasif had
previously  been elected as a director by the Board of Directors on February 14,
1996 to fill a vacancy,  Mr. Nasif is a certified  public  accountant and is the
managing partner of Nasif, Hicks, Harris & Co., Certified Public Accountants, of
Santa Barbara, California.

5. Two Directors Are Affiliated With A Broker-Dealer.

On page 11 of the  prospectus,  it is  stated  that  none  of the  directors  is
affiliated with a broker-dealer except Mr. Robert P. Moseson.  That statement is
amended to report that Mr.  Fredric J. French is also  affiliated  with Lakeview
Securities Corporation, a licensed broker-dealer.

6. Current Composition of the Audit Committee.

On page 8 of the prospectus,  there is an  identification of the then members of
the Audit  Committee.  Following the annual meeting of  shareholders,  the Audit
Committee  is now  composed  of James A.  Corradi,  William J.  Nasif,  and Mark
Schniepp.


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