Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 66)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Material
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
INVESTORS RESEARCH FUND, INC.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(I)(1), 14a-6(I)(2) or Item
22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(I)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock
(2) Aggregate number of securities to which transaction applies:
Indefinite
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined:
Net Asset Value plus Load
(4) Proposed maximum aggregate value of transaction:
Indefinite
(5) Total fee paid:
$125
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, of Form or Schedule and the sate of its filing.
(1) Amount Previously Paid:
N/A
(2) For, Schedule or Registration Statement No.:
N1-A
(3) Filing Party:
Investors Research Fund, Inc.
(4) Date Filed:
2/14/96
<PAGE>
Hugh J. HAFERKAMP
ATTORNEY AND COUNSELOR AT LAW
11800 BACCARAT LANE, N.E.
ALBUQUERQUE, NEW MEXICO 87111-7600.
TELEPHONE (505) 296-5122
FAX (509) 292-8982
February 26, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Investors Research Fund, Inc.
Your File Nos. 2-14675 and 811-861
Definitive Copies of Proxy Statement
and Form of Proxy for 1996 Annual meeting
Gentlemen:
Pursuant to Rule 14a-6(a) under the 1934 Act, Investors Research Fund, Inc.
hereby files under the EDGAR system one definitive copy each of the Proxy
statement and Form of Proxy for the 1996 Annual Meeting of the shareholders of
the Fund. This filing includes the appendix to the proxy material, a copy of
which we recently transmitted to you under the EDGAR system.
The definitive copies of the proxy material were mailed to the shareholders
begining February 23, 1996.
We have previously paid the $125 filing fee in connection with transmission of
the preliminary copies of the proxy materials. Therefore, we are not making
arrangements for a filing fee in connection with this filing.
If you should have any questions or comments, please contact me at the above
address and telephone number at your earliest opportunity. Thank you very much
for your attention to this filing.
Very truly yours,
/s/
HUGH J. HAFERKAMP
HJH/rv
Enclosure
cc: Dr. Francis S. Johnson
President
<PAGE>
INVESTORS RESEARCH FUND, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 26, 1996
Notice is hereby given that the annual meeting of the shareholders of INVESTORS
RESEARCH FUND, INC. will be held on Tuesday, March 26, 1996, 10:30 A.M. at the
Pepper Tree Inn, (Tree Top Room), 3850 State Street, Santa Barbara, California,
for the following purposes:
1. To elect a Board of Directors to serve until the next annual meeting of
shareholders and until their successors are elected and qualified.
2. To ratify the selection of Timpson Garcia as the independent Certified
Public Accountants to be employed by the corporation to sign or certify
financial statements which may be filed by the corporation with the
Securities and Exchange Commission.
3. To approve the elimination of the Fund's fundamental policy of borrowing
money to use as leverage in purchasing stocks.
4. The transaction of such other business as may properly come before the
meeting, or any adjournment or adjournments thereof.
This meeting is being held pursuant to the By-Laws of the corporation.
February 23, 1996
Michael A. Marshall
Secretary-Treasurer
IMPORTANT: THE MANAGEMENT HOPES THAT YOU CAN ATTEND THE ANNUAL MEETING. HOWEVER,
IF YOU ARE UNABLE TO BE PRESENT IN PERSON, YOU ARE EARNESTLY REQUESTED TO SIGN
AND RETURN THE ENCLOSED PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE
REPRESENTED AT THE MEETING. IF THE ENCLOSED PROXY IS EXECUTED AND RETURNED, IT
MAY NEVERTHELESS BE REVOKED AT THE MEETING OR AT ANY TIME BEFORE THE POLLS
CLOSE. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS INTENDED FOR
YOUR CONVENIENCE.
PLEASE PROMPTLY RETURN THE ENCLOSED PROXY. YOU WILL ASSIST YOUR FUND IN AVOIDING
THE EXTRA EXPENSE OF FOLLOW-UP LETTERS.
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS OF
INVESTORS RESEARCH FUND, INC.
(3916 State Street, Suite 3C, Santa Barbara, California 93105)
This Statement is furnished in connection with a solicitation of proxies made by
and on behalf of INVESTORS RESEARCH FUND, INC. (hereafter called the "Fund"),
3916 State Street, Suite 3C, Santa Barbara, California 93105, and its present
management, to be used at the annual meeting of shareholders of the Fund, to be
held on Tuesday, March 26, 1996, 10:30 A.M. at the PEPPER TREE INN, (Tree Top
Room), 3850 STATE STREET, SANTA BARBARA, CALIFORNIA, for the purposes set forth
in the accompanying Notice of Annual Meeting of Shareholders. Such solicitation
is made primarily by the mailing of this Statement with its enclosures. The
approximate date of first mailing is February 23, 1996.
Supplementary solicitation may be made by mail, telephone, telegraph, and by
personal contact by employees of the Fund and others. The expenses in connection
with preparing and mailing this Statement and its enclosures and of such
solicitations will be paid by the Fund. In some instances, said supplementary
solicitation may be made by securities dealers by whom shares of the Fund have
been sold and would be made at their own expense.
If the enclosed form of proxy is executed and returned, it may nevertheless be
revoked prior to the closing of the polls. A proxy may be revoked by written
notice to the Fund prior to the Annual Meeting of Shareholders, or by execution
of a subsequent proxy which is presented at the Annual Meeting of Shareholders,
or by personal vote at the Annual Shareholders Meeting. All proxies solicited by
the management which are properly executed and received in time will be voted in
the meeting. Such proxies will be voted in accordance with the instruction
thereon, if any, and if no specification is made, the proxy will be voted in
accordance with the judgment of the proxy holder. Discretionary authority is
conferred by the proxy as to all matters not specifically listed which may
properly come before the meeting. The management is not aware that any other
matters are to be presented for action.
As of February 2, 1996 there were issued and outstanding 7,785,996.662 shares of
capital stock of the Fund. Shareholders are entitled to one (1) vote for each
share of record at the close of business on February 2, 1996. Fund shareholders
have cumulative voting rights and every shareholder entitled to vote in the
election for directors has the right in person or by written proxy to multiply
the number of votes to which he is entitled by the number of directors to be
elected, and he may cast the whole number of such votes for one candidate, or he
may distribute them among two or more candidates. A shareholder may use his
right to cumulative voting by indicating on the face of the Proxy enclosed with
this Proxy Statement the candidate or candidates of his choice and the number of
votes cast for each such candidate. The candidates receiving the highest number
of votes up to the number to be elected, shall be elected. The presence in
person or by proxy of persons entitled to vote a majority of the outstanding
voting shares at any meeting shall constitute a quorum for the transaction of
business.
Abstentions and broker non-votes will be counted as present or represented at
the Annual Meeting for purposes of determining whether a quorum exists. However,
abstentions and broker non-votes with respect to any matter brought to a vote at
the Annual Meeting will be treated as shares not voted for purposes of
determining whether the requisite vote has been obtained. Also, if a broker
indicates on the proxy that it does not, as to certain shares, have
discretionary authority to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter. In view
of the requirement that there be a certain number of affirmative votes, an
abstention or a broker no-vote has a negative impact as to a matter brought to a
vote. See section below entitled "Vote Required."
The aggregate dollar amount of portfolio brokerage commissions paid during
Fiscal 1994-95 was $284,333. Of that amount, $80,465 was paid to Diversified
Securities, Inc., 3701 Long Beach Boulevard, Long Beach, CA 90801 (P. O. Box
357, Long Beach, CA 90807), the Fund's Principal Underwriter. That latter figure
represents 28% of the aggregate dollar amount of the commissions paid by the
Fund. Diversified Securities, Inc. handled 27.1% of the brokerage transactions
effected during the year.
<PAGE>
The matters to be acted upon pursuant to the proxy are:
Proposal 1. ELECTION OF DIRECTORS: It is the present intention that the enclosed
proxy will, in the absence of special designation by the shareholders signing
it, be used for the purpose of voting for election or re-election of the
following 13 persons as Directors of the Fund to hold office until the next
annual meeting of shareholders and until their successors are elected and
qualified. The shareholder may nominate and vote for other persons as directors
of the Fund by indicating their names and the number of votes cast for each
candidate on the enclosed proxy.
<TABLE>
<CAPTION>
Name, Position with Fund and Principal Occupation Served Continuously Directly and Indirectly
During the Past 5 Years as a Director Since as of February 2, 1996
<S> <C> <C>
FRANCIS S. JOHNSON,* President, Director, is a retired December 21, 1960 169,909 shares
dental surgeon in Santa Barbara, California and past
president of the Santa Barbara-Ventura County Research
and Education Group. (A non-profit association.)
Dr. Johnson has served as an officer of the Fund
for 25 years and has been a member of the Fund's
Executive Committee for 26 years. (Age 70)
CHRISTOPHER M. HILL,* Vice President, July 9, 1991 384 shares
Director and Member of the Executive Committee,
President of Ogilvy, Gilbert, Norris & Hill,
Insurance, of Santa Barbara, California (Age 36)
MICHAEL A. MARSHALL,* Secretary-Treasurer, February 10, 1994 2,948 shares
Director and Member of the Executive Committee,
is Senior Vice-President and Manager, Montecito
Office, of Prudential California Realty. (Age 60)
GERTRUDE B. CALDEN, Director and July 12, 1983 15,155 shares
Member of the Executive Committee, is Emeritus
director, Foundation for Santa Barbara Santa
Barbara City College and has served under three
Presidents on the National Advisory Council on
Adult Education. (Age 86)
JAMES A. CORRADI, Director, Retired, December 2, 1994 501 shares
Formerly General Manager of Hope Ranch Park
Homes Association. (Age 66)
FREDRIC J. FRENCH,* Director,** is President January 19, 1996 532 shares
of the Arms Companies, the Investment Portfolio
Management Division of Lakeview Securities Corporation,
investment adviser to the Fund. Previously
Vice President and Senior Portfolio Strategist
of the Arms Companies since November, 1992.
Formerly, was sales agent and field sales
manager for Encyclopaedia Britannica and
part-time employee of the Arms Equivolume Corp.,
in portfolio investment selection. (Age 49)
LEONARD S. JARROTT, Director, is a January 24, 1996 None
Real Estate Investment Adviser and independent
Real Estate Broker in Santa Barbara, California.
(Age 51)
KAREN KLINGER, Director and Member of the June 3, 1992 368 shares
Executive Committee, is a Director of
the Applied Companies, manufacturers of
military and industrial refrigeration
systems, air conditioning equipment and
high pressure devices utilized in the
aircraft and aerospace industries. (Age 49)
ROBERT P. MOSESON,* Director,** is December 7, 1993 9,187 shares
President and Director of Lakeview Securities
Corporation, investment adviser to the Fund. He is
also President and Director of Performance
Analytics,Inc., an investment consulting firm which
is affiliated with Lakeview Securities, Spectrum
Advisory Corp., and Dyametrics Management Corp. (Age 52)
<PAGE>
WILLIAM J. NASIF, Director, is a certified public accountant.
He is the managing partner of Nasif, Hicks, Harris and Co.,
Certified Public Accountants, Santa Barbara, California.
(Age 53)
MARK SCHNIEPP, Director, is Director of August 31, 1994 None
the Economics Forecast Project at the University
of California, Santa Barbara. (Age 42)
DAN B. SECORD, Director, is a medical December 12, 1995 None
doctor engaged in the private practice
of obstetrics and gynecology in
Santa Barbara, California. (Age 59)
MARK L. SILLS, Director, is an independent December 12, 1995 15,346 shares
computer and operations management
consultant in Santa Barbara,
California. (Age 51)
TOTAL 214,330 shares
<FN>
* An "interested person" as defined in Section 2(a)(19) of the Investment
Company Act of 1940. Dr. Johnson, Mr. Marshall and Mr. Hill
are considered interested solely because they are officers of the Fund.
** Mr. French and Mr. Moseson are associated with Lakeview Securities
Corporation, the Fund's Investment Adviser, which is located at 333 West Wacker
Drive, Chicago, Illinois 60606. Mr. Moseson holds a controlling interest in
Lakeview Securities. Mr. Leslie I. Golembo, also of 333 West Wacker Drive,
Chicago, Illinois is the Chief Executive Officer of Lakeview Securities and also
holds a controlling interest in that company. Messrs. Moseson and Golembo
comprise the Board of Directors of Lakeview Securities.
</FN>
</TABLE>
COMPENSATION TABLE *
Position or Estimated
Retirement Annual Total
Benefits Benefits Compensation
Aggregate Accrues as Upon Paid to
Name, Position Compensation Expenses Retirement Directors
Francis S. Johnson $19,250 $ 0 $ 0 $ 1,250
President
Christopher M. Hill $1,250 $ 0 $ 0 $1,250
Vice President
Michael A. Marshall $1,250 $ 0 $ 0 $1,250
Secretary-Treasurer
Gertrude B. Calden $1,250 $ 0 $ 0 $1,250
Director
James A. Corradi $750 $ 0 $ 0 $750
Director
Fredric J. French $ 0 $ 0 $ 0 $ 0
Director
Leonard S. Jarrott $ 0 $ 0 $ 0 $ 0
Director
Karen Klinger $1,000 $ 0 $ 0 $1,000
Director
Robert P. Moseson $ 0 $ 0 $ 0 $ 0
Director
William J. Nasif $ 0 $ 0 $ 0 $ 0
Director
Mark Schniepp $1,000 $ 0 $ 0 $1,000
Director
Dan B. Secord $ 0 $ 0 $ 0 $ 0
Director
Mark L. Sills $ 0 $ 0 $ 0 $ 0
Director
* For Fiscal 1994-1995
<PAGE>
It is not expected that any of the nominees will decline or become unavailable
for election; but in case this should happen, the discretionary power given in
the proxy may be used to vote for a substitute nominee or nominees.
During the fiscal year, there were four meetings of the Board of Directors and
one meeting of the Executive Committee. The four meetings of the Board were
regularly scheduled meetings. All of the incumbent directors attended more than
75% of the Board meetings during the term of their incumbency. All of the
Directors who were members of the committee, except Mrs. Klinger, attended the
Executive Committee meeting. In addition to the meetings of the full Board of
Directors, there were several meetings of the Independent Directors. All of
those meetings were called for the purpose of selecting and nominating persons
to serve as independent directors, which procedure is required by law in view of
the fact that the Fund has a 12b-1 plan. No compensation was paid for those
latter meetings.
To and including December 31, 1993, none of the officers of the Fund had
received any compensation directly from the Fund for serving in any capacity
since the date of inception of the Fund. The Fund has no pension or retirement
benefits for any officers or employees. Effective January 1, 1994, the Fund
began compensating Dr. Johnson at the rate of $1,200 per month for his services
as President of the Fund. The attendance fee payable to Directors and members of
the Executive Committee is $250 for each meeting actually attended. These
payments have been made by the Fund. However, no such attendance fees are
payable to those Directors who are associated with the Investment Adviser. The
Fund does not provide expense reimbursement to the Directors. The total
compensation paid by the Fund to all Directors during the fiscal year 1994-95
was $12,000.
The Board of Directors does not have any standing nominating or compensation
committee and has no committee performing similar functions. However, because of
the 12b-1 Plan, the independent directors are required to select and nominate
those directors who are not interested persons of the Fund and, consequently,
they serve as a de facto nominating committee as to the independent director
positions. The current independent directors are Gertrude B. Calden, James A.
Corradi, Leonard S. Jarrott, Karen Klinger, William J. Nasif, Mark Schniepp, Dan
B. Secord, and Mark L. Sills. Additionally, at its December, 1994 meeting, the
Board established an audit committee. The current members are Mr. Marshall and
Mr. Corradi.
The following directors received the sums set opposite their names as
compensation for services as directors, including attendance at the meeting of
the Executive Committee, during fiscal 1995:
Francis S. Johnson $1,250
Christopher M. Hill 1,250
Michael A. Marshall 1,250
Gertrude B. Calden 1,250
James A. Corradi 750
Fredric J. French -0-
Leonard S. Jarrott -0-
Karen Klinger 1,000
Robert P. Moseson -0-
William J. Nasif -0-
Mark Schniepp 1,000
Dan B. Secord -0-
Mark L. Sills -0-
By virtue of his salary as President and his fees for director's meetings, Dr.
Johnson received total compensation from the Fund during fiscal 1995 of $20,500.
The directors set forth below also serve as members of the Board of Directors of
other companies in addition to that of the Fund.
1. Christopher M. Hill - Ogilvy, Gilbert, Norris & Hill
2. Karen Klinger - Applied Companies
3. Robert P. Moseson - Lakeview Securities Corporation, Performance
Analytics, Inc., Spectrum Advisory Corporation,
and Dyametrics Management Corporation.
Proposal 2. SELECTION OF ACCOUNTANTS: A majority of the members of the Board of
Directors who are not interested persons of the Fund (as defined in the
Investment Company Act of 1940) have selected the public accounting firm of
Timpson Garcia, 1610 Harrison Street, Oakland, California 94612, as the
independent certified public accountants to sign or certify any financial
statement which may be filed by the corporation with the Securities and Exchange
Commission. The employment of such accountants is expressly conditioned upon the
right of the corporation, by vote of a majority of the outstanding stock at any
meeting called for the purpose, to terminate such employment forthwith without
any penalty. Such selection is made pursuant to provisions of Section 32(a) of
the Investment Company Act of 1940, and is subject to ratification by the
stockholders at this meeting. No member of Timpson Garcia, or any associate
thereof, has any other relationship with the Fund or any affiliate thereof. No
representative of the auditors is expected to be present at this meeting.
<PAGE>
It is the present intention that the enclosed proxy will, in the absence of
special designation by the shareholders signing, be used for the purpose of
voting to ratify the selection of Timpson Garcia as the Fund's independent
auditors for Fiscal 1995-96.
Proposal 3. CHANGE IN ONE OF THE FUNDAMENTAL POLICIES: To Eliminate the Fund's
Fundamental Policy of Borrowing Money to Use as Leverage in Purchasing Stocks.
At the present time, one of the Fund's fundamental policies is that, during
rising markets, the Fund can borrow money to use for purchasing shares of stock
beyond the number which the assets of the Fund would otherwise allow. When
successfully employed in a rising market, that leverage technique can enhance
the gains made by the Fund's portfolio. However, if employed unsuccessfully, it
exposes the Fund to possible losses in asset value when the loan has to be
repaid. At the meeting of the Board on December 12, 1995, the directors voted to
discontinue that policy. It is necessary that the shareholders of the Fund
approve termination of that policy before it can be discontinued because use of
leverage has heretofore been designated as a fundamental policy of this Fund.
The securities law requires that proposed changes in fundamental policies be
approved by fund shareholders before they can become effective.
The Board of Directors, with the concurrence of the Fund's adviser, believes
that the use of leverage involves a certain amount of speculation. Additionally,
some of the rating agencies have utilized the Fund's policy of using leverage to
categorize the Fund within a group of speculative funds. The Board believes that
that is not in the best interests of either the Fund or its shareholders. The
Fund has not utilized its line of credit for leverage purposes in the last five
years.
For the foregoing reasons, the Board recommends a FOR vote on Proposal No. 3,
which would be for elimination of the leverage policy.
STOCKHOLDER'S PROPOSALS: Any proposal of a shareholder intended to be presented
at the 1997 annual meeting must be received by the Fund at its office no later
than October 15, 1996 for inclusion in the proxy statement and proxy form
relating to that meeting.
INVESTMENT ADVISER: Lakeview Securities Corporation, 333 West Wacker Drive,
Chicago, Illinois 60606 is an investment advisory firm which is neither owned
nor controlled by the Fund. Lakeview Securities has been employed by the Fund as
its Investment Adviser. The existing investment advisory contract, which became
effective January 1, 1994, was solicited by the Adviser, recommended by the
Board of Directors, and approved on November 29, 1993 by vote of the holders of
a majority of the outstanding shares of the Fund. Unless sooner terminated in
accordance with its terms, the contract will continue until midnight, December
31, 1996.
The management fees paid by the Fund to its previous Adviser in fiscal 1993 were
$266,827. During fiscal 1994, the Fund's previous adviser was paid $56,691 for
services rendered during the first quarter of that year. Lakeview Securities
Corporation was paid $141,952 for its services during the last three quarters of
fiscal 1994. During fiscal 1995, Lakeview was paid $171,087.
The Investment Adviser receives no brokerage commissions or any other
compensation from the Fund.
Messrs. Fredric J. French and Robert P. Moseson are associated with Lakeview
Securities Corporation, the Investment Adviser, whose business address is 333
West Wacker Drive, Chicago, Illinois. They are affiliated with the Fund. Mr.
Moseson has a controlling interest in the Investment Adviser.
When the Adviser directs portfolio transactions through Diversified Securities,
Inc., the Principal Underwriter, the Fund is informed that the Underwriter seeks
to effect such transactions where it can get prompt execution of orders at the
most favorable prices.
Figures pertaining to the Fund's brokerage for the last three fiscal years are
presented in the following table:
<TABLE>
<CAPTION>
Annual Portfolio Brokerage Commissions Brokerage Paid to
Turnover Ratio Total Brokerage Paid by the Fund to Broker-Dealer not Affiliated
to Total Assets Commissions Paid the Underwriter* with Adviser or Underwriter for:
<S> <C> <C> <C> <C> <C> <C>
Sales Services Other
1993 109.92%** $289,422 $168,461 $120,961 -nil- -nil-
1994 234.77% $210,457 $ 82,392 $128,065 -nil- -nil-
1995 248.44% $284,333 $ 80,465 $203,868 -nil- -nil-
<FN>
* The Underwriter is also a registered broker-dealer with a securities retail
brokerage operation.
** Portfolio turnover rate for the year 1993 has been restated to exclude U.S.
Treasury Bills.
</FN>
</TABLE>
<PAGE>
VOTE REQUIRED: The presence in person or by proxy of the holders of a majority
of the outstanding shares is required to constitute a quorum at the Annual
Meeting. The election of directors requires a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors. With respect to Proposals 2 and 3, the vote
required is the affirmative vote of the majority of shares present in person or
represented by proxy at the meeting and entitled to vote on that subject matter.
Approval of each of the proposals will require the affirmative vote of a
majority of Investors Research Fund, Inc. shares, as determined under Section
2(a)(42) of the Investment Company Act of 1940. That requires the affirmative
vote of the holders of the lesser of either (A) 67% or more of the outstanding
shares as of February 2, 1996 present at the meeting if the holders of more than
50% of the outstanding shares of the Fund are present or represented by proxy,
or (B) more than 50% of the outstanding shares.
If the accompanying form of proxy is executed properly and returned, shares
represented by it will be voted at the Annual Meeting in accordance with the
instructions on the proxy. However, if no instructions are specified, shares
will be voted in favor of each of the nominees and each of the proposals set
forth in the Notice of the Meeting.
COPIES OF THE FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS TO ITS
SHAREHOLDERS ARE AVAILABLE WITHOUT CHARGE UPON REQUEST TO THE FUND'S OFFICE
LOCATED AT 3916 STATE STREET, SUITE 3C, SANTA BARBARA, CA 93105 OR CALL
1-800-473-8631.
No other business is currently expected to come before the Meeting. As to any
matter which has not been brought to the attention of the proxies prior to the
date of this proxy statement, which is presented at the meeting, the proxies
will deal with such matter in accordance with their best judgment and the
discretionary authority granted by the proxy.
<PAGE>
INVESTORS RESEARCH FUND, INC.
P.O. BOX 419958
KANSAS CITY, MO 64141-6958
TAX I.D. OR SOC. SEC. NO.
ACCOUNT NO.
FUND NO.
RECORD DATE SHARES
- --------------------------------------------------------------------------------
INVESTORS RESEARCH FUND, INC.
Annual Meeting of Shareholders - Tuesday, March 26, 1996
The undersigned shareholder(s) of Investors Research Fund, Inc. Hereby
appoint(s) GERTRUDE B. CALDEN, JAMES A. CORRADI and KAREN KLINGER, and each of
them, attorneys and proxies of the undersigned, with full power of substitution,
to vote as indicated herein all of the shares of capital stock of Investors
Research Fund, Inc, standing in the name(s) of the undersigned at the close of
business on February 2, 1996, at the Annual Meeting of Shareholders of the Fund
to be held on Tuesday, March 26, 1996, at 10:30 A.M. at the Pepper Tree Inn,
(Tree Top Room),3850 State Street, Santa Barbara, California, and at all
adjournments thereof, with all the powers the undersigned would possess if then
and there personally present and especially (but without limiting the general
authorization and power hereby given) to vote as indicated on the proposals, as
more fully described in the Proxy Statement for the meeting, and to vote and act
in their discretion on any other matters which may properly come before the
meeting. IF THE UNDERSIGNED DOES NOT WITHHOLD AUTHORITY TO VOTE FOR THE ELECTION
OF DIRECTORS THIS PROXY SHALL BE DEEMED TO GRANT SUCH AUTHORITY. IF AS TO ANY
OTHER MATTERS REFERRED TO HEREIN NO SPECIFICATION IS MADE, THE PROXY SHALL BE
VOTED IN FAVOR OF EACH MATTER.
PROPOSAL(S)
1) To elect a Board of Directors to serve until the next annual meeting of
shareholders and until their successors are elected and qualified.
2) To ratify the selection of Timpson Garcia as the independent Certified Public
Accountants to be employed by the corporation to sign or certify financial
statements which may be filed by the corporation with the Securities and
Exchange Commission.
3) To approve the elimination of the Fund's fundamental policy of borrowing
money to use as leverage in purchasing stocks.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED FOR ELECTION
OF THE PROPOSED DIRECTORS AND FOR THE ABOVE PROPOSAL UNLESS OTHERWISE INDICATED.
- --------------------------------------------------------------------------------
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND RETAIN
THE TOP PORTION.
Place the ballot so that the return address, located on the reverse side of the
mail-in-stub, appears through the window of the envelope.
- --------------------------------------------------------------------------------
INVESTORS RESEARCH FUND, INC. PROXY VOTING MAIL-IN-STUB
RECORD DATE SHARES
PROPOSAL 1: Election of Directors [TO
WITHHOLD authority to vote for any
individual nominee strike a line through
the nominee's name in the list below.]
Please sign exactly as your name appears
hereon. If shares are held jointly, all
shareholders must sign. Corporate Proxies
should be signed by an authorized officer.
[ ] FOR all nominees listed below
[ ] Vote withheld for all nominees listed
below.
[ ] FOR all nominees listed below (except
as marked to the contrary below)
Francis S. Johnson Gertrude B. Calden
James A. Corradi Fredric J. French
Christopher M. Hill Leonard S. Jarrott
Karen Klinger Michael A. Marshall
Robert P. Moseson William J. Nasif
Mark Schniepp Dan B. Secord Mark L. Sills
-----------------------------------------
-----------------------------------------
(Use this line if cumulative voting is
desired)
PROPOSAL(S)
Dated:___________________, 19__
2)[ ] FOR [ ] AGAINST [ ] ABSTAIN
_______________________________ 3)[ ] FOR [ ] AGAINST [ ] ABSTAIN
_______________________________
Signature(s) of Shareholder(s)
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APPENDIX
Approval of Proposal 3 would result in the following changes in the Fund's
prospectus:
(1) The following provisions (together with sentences which involve
discussions related to them) would be deleted:
(A) "The Fund is authorized to use the technique of borrowing money
from banks for additional common stock purchases when markets are
rising." (page 5)
(B) "The Fund may borrow up to 25 percent of the market value of its
net assets with which to purchase additional securities. Such
borrowings may be only from banks and only if immediately
thereafter the value of the total assets of the Fund exceed by
300 percent all amounts borrowed and unpaid. If due to market
fluctuations or other reasons the value of the Fund's assets
becomes at any time less than three times the amount of its
outstanding bank debt the Fund within three business days is
required to reduce its bank debt to the extent necessary to meet
the required 300 percent asset coverage." (page 6)
(1) The following provision under "Restrictions (What the Fund May Not
Do)" would be amended to add the underlined clause:
(A) Item 2. "May not issue any senior securities other than notes to
evidence bank borrowing; however, bank borrowings will not be
used for leverage purposes."
