INVESTORS RESEARCH FUND INC
497, 1997-04-28
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                         INVESTORS RESEARCH FUND, INC.
                         AMENDMENTS DATED APRIL 1, 1997
              TO THE INVESTORS RESEARCH FUND, INC. PROSPECTUS DATED
                                JANUARY 30, 1997

1.  Reductions in the Sales Charges for New Investments.

    Effective March 25, 1997, the sales charges on new purchases of
Fund shares have been reduced to the following:

                                                  Sales
                              Sales             Charge as
                            Charge as          Percentage
                           Percentage             of the
                           of the Net            Offering
                             Amount               Price
                            Received           (The Amount
Amount of                    by the             the Buyer
Purchase                      Fund               Invests)  


Less than $25,000 .......... 3.90%  ............. 3.75%
$25,000 to $50,000 ......... 3.09%  ............. 3.00%
$50,000 to $100,000 ........ 2.56%  ............. 2.50%
$100,000 to $250,000 ....... 2.04%  ............. 2.00%
$250,000 to $500,000 ....... 1.52%  ............. 1.50%
$500,000 to $1,000,000 ..... 1.01%  ............. 1.00%
$1,000,000 and more ........ 0.00%  ............. 0.00%


2. Waiver of Sales Charges for Persons Investing Through Financial  Planners and
Similarly   Situated  Advisers  Charging  Fees,  And  For  Sales  to  Registered
Investment  Companies  and  Insurance  Company  Separate  Accounts.  There  is a
Redemption Charge For Early Redemption of Such Shares.

The Fund will sell its shares at net asset  value to persons  who are  investing
through financial  institution trust departments,  fee based financial advisers,
or "wrap accounts"  established for the benefit of clients of broker-dealers who
have  sales  agreements  or  similar  arrangements  with  the  Fund's  principal
underwriter  with respect to sales of Fund  shares.  Shares will also be sold at
net asset  value to  registered  management  investment  companies  or  separate
accounts of insurance companies.

No commissions will be paid to dealers in connection with the sales of shares at
net asset value under this program.

In connection  with such shares,  the Fund may impose a redemption  fee of 1% on
any such shares redeemed within one year of the original purchase.  However,  no
such fee will be imposed on shares acquired by reinvestment of  distributions or
on shares  which would have  originally  been exempt from a sales  charge  under
other purchase  privileges.  In determining whether a redemption fee is payable,
the Fund will first redeem shares  acquired by  reinvestment  of  distributions,
secondly,  shares held for over 12 months, and, thirdly, shares held the longest
during the 12-month period.


3.  Merrimac  Advisors  Company has Become  Sub-Adviser  to Lakeview  Securities
Corporation.

On March 25, 1997,  the  shareholders  of the Fund approved the agreement  under
which Merrimac  Advisors  Company  became a sub-adviser  to Lakeview  Securities
Corporation.  Merrimac Advisors Company is a New Mexico corporation organized by
Fredric J.  French on October  23,  1996.  Mr.  French is no longer  employed by
Lakeview Securities,  but will continue as one of the portfolio managers for the
Fund pursuant to the  sub-advisory  agreement.  There is no increase in advisory
compensation  to the Fund and the Fund has been  informed  that there will be no
change  in the  portfolio  management  activities.  A copy  of the  sub-advisory
agreement and the related proxy  statement can be obtained by calling the Fund's
headquarters: 1-800-473-8631.

4. The Officers of the Fund.

The current officers of the Fund are:

    President:               Hugh J. Haferkamp
    Vice President:          Mark L. Sills
    Secretary-Treasurer:     Michael A. Marshall

5. The Executive Committee of the Fund.

As of March 25, 1997, the following persons comprise the Executive  Committee of
the Fund:  Mark L. Sills,  Chairman;  Gertrude B.  Calden;  Leonard S.  Jarrott;
Michael A. Marshall;  and William J. Nasif.  Hugh J. Haferkamp,  as President of
the Fund, is ex officio a member of the committee.


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